AGREEMENT

AGREEMENT

This AGREEMENT (this “Agreement”), dated as of July 14, 2006, is entered into by and among MISCOR GROUP, LTD. (formally known as Magnetech Integrated Services Corp.), an Indiana corporation (the "Company"), each subsidiary of the Company set forth on Schedule A hereto (the Company and each such subsidiary of the Company, collectively, the “Credit Parties” and each, a “Credit Party”) and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of that certain Security and Purchase Agreement, dated as of August 24, 2005 (as amended, modified or supplemented from time to time, the “Security Agreement”), by and among the Credit Parties, certain former indirect subsidiaries of the Company, and Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement.

WHEREAS, each Credit Party and Laurus have agreed to make certain modifications to the Security Agreement as set forth herein;

NOW, THEREFORE, in consideration of the above, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1.  Section 19(r) of the Security Agreement is hereby amended in its entirety to read as follows:

“(r) The Parent’s failure to cause the Common Stock to be quoted or listed, as applicable, on a Principal Market on or before August 31, 2006.”  

2.  Each agreement set forth herein shall be effective as of the date hereof following the execution and delivery of same by each Credit Party and Laurus.

3.  Except as specifically set forth in this Agreement, there are no other amendments, modifications or supplementations to the Security Agreement or any Ancillary Agreement, and all of the other forms, terms and provisions of the Security Agreement and the Ancillary Agreements remain in full force and effect.

4.  Each Credit Party hereby represents and warrants to Laurus that as of the date of the Security Agreement all representations and warranties made by such Credit Party in connection with the Security Agreement and the Ancillary Agreements were true, correct and complete as of that date (except that the Common Stock of the Company was no par value rather than $0.01 per share), and all of such Credit Parties’ covenant requirements under the Security Agreement and Ancillary Agreements that are required to have been met on or before the date of this Agreement have been met or waived in writing by Laurus.

5.  This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and permitted assigns. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE

 

 

 

 

 

 

Each Credit Party and Laurus have caused this Agreement to be signed in their respective names effective as of July 14, 2006.

 

	MISCOR GROUP, LTD. (formally known as MAGNETECH INTEGRATED SERVICES CORP.)
	By:	/s/ John A. Martell
	Name:	John A. Martell
	Title:	President & CEO
	MAGNETECH INDUSTRIAL SERVICES, INC.
	By:	/s/ John A. Martell
	Name:	John A. Martell
	Title:	President & CEO
	MARTELL ELECTRIC, LLC
	By:	/s/ John A. Martell
	Name:	John A. Martell
	Title:	President & CEO
	HK ENGINE COMPONENTS, LLC
	By:	/s/ John A. Martell
	Name:	John A. Martell
	Title:	President & CEO
	LAURUS MASTER FUND, LTD.
	By:	/s/ David Grin
	Name:	David Grin
	Title:	Partner

 

 

 

        Magnetech Industrial Services, Inc., an Indiana corporation

        Martell Electric, LLC, an Indiana limited liability company

        HK Engine Components, LLC, an Indiana limited liability company