GUARANTYMiscor Group, Ltd. • November 1st, 2005 • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Magnetech Integrated Services Corp., an Indiana corporation (the “Parent”), Magnetech Industrial Services, Inc., an Indiana corporation (“Magnetech Industrial”), Martell Electric, LLC, an Indiana limited liability company (“Martell”), and HK Engine Components, LLC, an Indiana limited liability company (“HK Engine” and together with the Parent, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (join
Employment AgreementEmployment Agreement • November 1st, 2005 • Miscor Group, Ltd. • Indiana
This Employment Agreement (“Agreement”) is effective as of the 30th day of September, 2005 (the “Effective Date”) between Magnetech Integrated Services Corp., an Indiana corporation (the “Company”), and James M. Lewis (the “Executive”).
ContractMiscor Group, Ltd. • November 1st, 2005 • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR SUCH SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGNETECH INTEGRATED SERVICES CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. MAGNETECH INTEGRATED SERVICES CORP., MAGNETECH INDUSTRIAL SERVICES, INC., MARTELL ELECTRIC, LLC, and HK ENGINE COMPONENTS, LLC HK MACHINED PARTS, LLC HK WESTON PROPERTIES, LLC HK CAST PRODUCTS,...Security and Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
This Security and Purchase Agreement is made as of August 24, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), Magnetech Integrated Services Corp., an Indiana corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”; the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • Ohio
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 2nd day of February, 2002, by and between Magnetech Industrial Services, Inc. a [corporation] (“Buyer”), and Glenn C. Pollack (“Trustee”) solely in his capacity as Chapter 11 Trustee for and on behalf of Grand Eagle, Inc., a Delaware corporation, Grand Eagle Services, Inc., a Delaware corporation, Grand Eagle Distribution, Inc., a Delaware corporation, Grand Eagle Services North America, Inc., a Georgia corporation, North American Coil Corporation, a Delaware corporation, and Ohio Transformer, Inc., an Ohio corporation, debtors (collectively, the “Sellers”).
FORM OF SUBORDINATION AGREEMENTForm of Subordination Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 24th day of August, 2005, by and among John Martell, Patricia Minehardt and Strasbourger Pearson Tulcin Wolff, Inc. (“Strasbourger”) as agent for the holders of the Subordinated Secured Convertible Debenture holders listed on Schedule A (the “Debenture Holder(s),” all of whom are collectively referred to herein as the “Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master Fund, Ltd. (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Security and Purchase Agreement referred to below.
CONVERTIBLE REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT Between MAGNETECH INDUSTRIAL SERVICES, INC. and THE PURCHASER(S) LISTED ON SCHEDULE 1 HERETO February __, 2004Convertible Redeemable Preferred Stock Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • Indiana
THIS CONVERTIBLE REDEEMABLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February __, 2004, between Magnetech Industrial Services, Inc, a corporation organized and existing under the laws of the State of Indiana (the “Company”), and the purchaser listed on Schedule 1 hereto (the “Purchaser”).
COMMERCIAL LEASECommercial Lease • November 1st, 2005 • Miscor Group, Ltd.
This Lease is entered into between JAM Hutson Properties, LLC, an Indiana limited liability company (“Landlord”), and Magnetech Industrial Services, Inc., an Indiana corporation (“Tenant”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
COMMERCIAL LEASECommercial Lease • November 1st, 2005 • Miscor Group, Ltd.
MAGNETECH INTEGRATED SERVICES CORP. PLACEMENT AGENCY AGREEMENTMagnetech Integrated Services • November 1st, 2005 • Miscor Group, Ltd. • New York
[ ] 2. Each of the partners of the undersigned PARTNERSHIP is able to certify that such partner is a natural person who, together with his or her spouse, has had a joint income* in excess of $300,000 in each of the previous two years and who reasonably expects a joint income in excess of $300,000 for this year.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
This Agreement (“Agreement”) is dated as of the 24th day of August, 2005 among Magnetech Integrated Services Corp., an Indiana corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent").
ContractSecured Revolving Note • November 1st, 2005 • Miscor Group, Ltd. • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGNETECH INTEGRATED SERVICES CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
MAGNETECH INTEGRATED SERVICES CORP.Stock Option Plan Agreement • November 1st, 2005 • Miscor Group, Ltd.
This Stock Option Agreement (this “Agreement”) by and between MAGNETECH INTEGRATED SERVICES CORP. or one of its subsidiaries (collectively herein “MAGNETECH”) and the Optionee named above (the “Optionee”) evidences the grant, by MAGNETECH of a Stock Option to the Optionee on the date stated above (the “Date of Grant”) and the Optionee’s acceptance of such option in accordance with the provisions of the Magnetech Integrated Services Corp. 2005 Stock Option Plan Agreement (the “Plan”). MAGNETECH and the Optionee agree as follows:
CONVERSION OPTIONConversion Option • November 1st, 2005 • Miscor Group, Ltd. • Indiana
This Conversion Option (“Option”) is made as of September 12, 2005 by Magnetech Integrated Services Corp., an Indiana corporation (“Parent”), and Magnetech Industrial Services, Inc., an Indiana corporation and wholly owned subsidiary of Parent (“Company”), in favor of John A. Martell (“Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Term Note, the Minimum Borrowing Notes, the Option and the Warrants referred to therein.
ContractMiscor Group, Ltd. • November 1st, 2005 • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGNETECH INTEGRATED SERVICES CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
COMMERCIAL LEASECommercial Lease • November 1st, 2005 • Miscor Group, Ltd.
COMMERCIAL LEASECommercial Lease • November 1st, 2005 • Miscor Group, Ltd.
FORM OF SUBORDINATED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Among MAGNETECH INTEGRATED SERVICES CORP., STRASBOURGER PEARSON TULCIN WOLFF, INC. And THE PURCHASER LISTED ON SCHEDULE 1 HERETO __________, 2005Security Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
THIS SUBORDINATED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of __________, 2005, among Magnetech Integrated Services Corp., a corporation organized and existing under the laws of the State of Indiana (together with its subsidiaries, the “Company”), Strasbourger Pearson Tulcin Wolff, Inc. (the “Agent”) and the purchaser listed on Schedule 1 hereto (the “Purchaser”).
PLEDGE AGREEMENTPledge Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
This Pledge Agreement (this “Agreement”), dated as of August 24, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), Magnetech Integrated Services Corp., an Indiana corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
This Registration Rights Agreement, dated as of ____________, 2004 is entered into between Magnetech Integrated Services Corp. an Indiana corporation (the “Company”) and the Purchasers listed on Schedule 1 hereto (each a “Holder”).
ESCROW AGREEMENTEscrow Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
ESCROW AGREEMENT dated as of this 26th day of April, 2004 by and among Magnetech Integrated Services Corp., an Indiana corporation (the “Company”), Wilmington Trust Company, a financial institution chartered under the laws of the State of Delaware (the “Agent”), and Strasbourger Pearson Tulcin Wolff Inc., a New York corporation (“Strasbourger”).
Asset Purchase AgreementAsset Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • Indiana
This Asset Purchase Agreement (the “Agreement”) is made and entered into this 3rd day of March, 2005, by and among HK Machined Parts, LLC, an Indiana limited liability company (“HK Parts”), HK Weston Properties, LLC, an Indiana limited liability company (“HK Weston” and collectively with HK Parts, the “Purchaser”) and Hatch & Kirk, Inc., a Washington corporation (“Seller”).
STOCK PURCHASE AGREEMENT Between MAGNETECH INTEGRATED SERVICES CORP. and THE PURCHASER(S) LISTED ON SCHEDULE 1 HERETO May __, 2004Stock Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • Indiana
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May __, 2004, between Magnetech Integrated Services Corp. a corporation organized and existing under the laws of the State of Indiana (the “Company”), and the purchaser listed on Schedule 1 hereto (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
WARRANT AGREEMENT, dated as of this 13th day of December, 2004, by and among MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana corporation (“MIS”), MAGNETECH INTEGRATED SERVICES CORP., an Indiana corporation newly formed to own 100% of MIS (the “Company”) and STRASBOURGER PEARSON TULCIN WOLFF INCORPORATED, a New York corporation (the “Placement Agent”).
Asset Purchase AgreementAsset Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • Indiana
This Asset Purchase Agreement (the “Agreement”) is made and entered into this 3rd day of March, 2005, by and between HK Cast Products, LLC, formerly known as HK Engineered Castings, LLC, an Indiana limited liability company (the “Purchaser”) and HK Castings, Inc., a Washington corporation (“Seller”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • Indiana
This Asset Purchase Agreement is entered into between Meade Industrial Services, Inc., a Delaware corporation (“Seller”) and Magnetech Industrial Services, Inc., an Indiana corporation (“Buyer”). Seller is the owner of assets used in connection with Seller’s business of making and repairing magnets and repairing industrial motors (“Business”) located in Hammond, Indiana (“Hammond Location”) and in Boardman, Ohio (“Ohio Location”). Buyer wishes to purchase certain assets of the Seller to enable Buyer to operate the Business.
MAGNETECH INDUSTRIAL SERVICES, INC. PLACEMENT AGENCY AGREEMENTMagnetech Integrated Services Corp • November 1st, 2005 • Miscor Group, Ltd. • New York
The information contained in this Questionnaire is being furnished in order to determine whether the undersigned’s subscription to purchase Debentures and Warrants(the “Securities”) of Magnetech Integrated Services Corp. (the “Company”) may be accepted.
SECURITY AGREEMENTSecurity Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
THIS SECURITY AGREEMENT made the as of the 3rd day of March, 2005 by and among MAGNETECH INTEGRATED SERVICES CORP., an Indiana corporation (the “Company”), MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana corporation (“MIS”; together, with the Company, the “Debtors”), and Strasbourger Pearson Tulcin Wolff, Inc., as agent for the Debenture holders (the "Agent").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • Indiana
This Asset Purchase Agreement is entered into between Delta Star Electric, Inc., an Indiana corporation with its principal offices at 1125 S. Walnut Street (“Seller”); TransTech Electric, Inc., an Indiana corporation (“TransTech”); and Magnetech Industrial Services, Inc., an Indiana corporation (“MIS”). TransTech and MIS are purchasing the assets of the Construction/Service division and the Motor/Magnet division, respectively, of Seller, and shall collectively be referred to as “Buyer.” Unless specified otherwise, references to “Buyer” in this Agreement shall be construed to include TransTech and MIS, as opposed to TransTech or MIS. The assets being purchased by Buyer constitute all or substantially all of the assets owned by Seller.
Asset Purchase AgreementAsset Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • Indiana
This Asset Purchase Agreement (the “Agreement”) is made and entered into this 26th day of November, 2004 by and among Martell Electric, LLC, an Indiana limited liability company with a principal office located at 1125 South Walnut Street, South Bend, Indiana 46619 (the “Buyer”), Thompson, Inc., an Indiana corporation with a principal office located at 53971 North Park Avenue, Elkhart, Indiana 46514 (the “Seller”), and Edwin Grubb, the sole shareholder of Seller with a residence at 601 Bittersweet Cove, Mishawaka, Indiana 45644 (the “Shareholder”).
AGREEMENTAgreement • November 1st, 2005 • Miscor Group, Ltd. • New York
This AGREEMENT (this “Agreement”), dated as of October 19, 2005, is entered into by and between 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 (x) 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 and Laurus and (y) the Ancillary Agreements referred to in, and defined in, the Security Agreement (as amended, modified or supplemented from time to time, the “Ancillary Agreements” and each, an “Ancillary Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to suc
ContractMiscor Group, Ltd. • November 1st, 2005 • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGNETECH INTEGRATED SERVICES CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
