REAL ESTATE NOTE

 

$1,250,000.00

January 14, 2008

 

For value received, the undersigned, MISCOR GROUP, LTD., an Indiana corporation (“MISCOR”), MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana corporation (“MIS”), MARTELL ELECTRIC, LLC, an Indiana limited liability company (“Martell”), HK ENGINE COMPONENTS, LLC, an Indiana limited liability company (“HK”), MAGNETECH POWER SERVICES, LLC, an Indiana limited liability company (“MPS”) and IDEAL CONSOLIDATED, INC., an Indiana corporation (“Ideal”) , 3-D SERVICE, LTD., an Ohio limited liability company (“3D”) and AMERICAN MOTIVE POWER, INC., a Nevada corporation (“AMP” and together with MISCOR, MIS, Martell, HK, MPS, Ideal and 3D, the “Borrowers” and each a “Borrower”), hereby jointly and severally promise to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division, on the Termination Date set forth in the Credit and Security Agreement dated the same date as this Real Estate Note that was entered into by the Lender and the Borrower (as amended from time to time, the “Credit Agreement”), at Lender’s office located at Milwaukee, Wisconsin, or at any other place designated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) or the aggregate unpaid principal amount of all Real Estate Advances made by the Lender to the Borrowers under the Credit Agreement together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a 360-day year, from the date hereof until this Real Estate Note is fully paid at the rate from time to time in effect under the Credit Agreement.

 

This Real Estate Note is the Real Estate Note referred to in the Credit Agreement, and is subject to the terms of, the Credit Agreement, which provides, among other things, for acceleration hereof.  Principal and interest due hereunder shall be payable as provided in the Credit Agreement, and this Real Estate Note may be prepaid only in accordance with the terms of the Credit Agreement.  This Real Estate Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.

 

The Borrowers hereby agrees to pay all costs of collection, including reasonable attorneys’ fees and legal expenses in the event this Real Estate Note is not paid when due, whether or not legal proceedings are commenced.

 

 

Presentment or other demand for payment, notice of dishonor and protest are expressly waived.

 

	MISCOR GROUP, LTD.
	By:	/s/ John A. Martell
	Name:  John A. Martell
	Its:  Chief Executive Officer
	MAGNETECH INDUSTRIAL SERVICES, INC.
	By:	/s/ John A. Martell
	Name:  John A. Martell
	Its:  Chief Executive Officer
	MARTELL ELECTRIC, LLC
	By:	/s/ John A. Martell
	Name:  John A. Martell
	Its:  Chief Executive Officer
	HK ENGINE COMPONENTS, LLC
	By:	/s/ John A. Martell
	Name:  John A. Martell
	Its:  Chief Executive Officer
	MAGNETECH POWER SERVICES, LLC
	By:	/s/ John A. Martell
	Name:  John A. Martell
	Its:  Chief Executive Officer

	IDEAL CONSOLIDATED, INC.
	By:	/s/ John A. Martell
	Name:  John A. Martell
	Its:  Chief Executive Officer
	3-D SERVICE, LTD.
	By:	/s/ John A. Martell
	Name:  John A. Martell
	Its:  Chief Executive Officer
	AMERICAN MOTIVE POWER, INC.
	By:	/s/ John A. Martell
	Name:  John A. Martell
	Its:  Chief Executive Officer

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