Exhibit 4.1
AMENDMENT TO CONVERSION OPTION
This Amendment to
Conversion Option (“ Amendment
”) is made as of November 28, 2007 (the “
Effective Date ”) by MISCOR Group,
Ltd. f/k/a Magnetech Integrated Services Corp., an Indiana
corporation (“ Parent ”),
Magnetech Industrial Services, Inc., an Indiana corporation
and wholly owned subsidiary of Parent (“
Company ”), and John A. Martell
(“ Lender ”).
Recitals:
A. T
he Parent and
Company previously executed a Conversion Option in favor of
Lender dated effective September 12, 2005 (the “
Option
”).
B.
Pursuant to
the Option, Parent agreed to reserve from its authorized and
unissued Common Stock a sufficient number of shares to
provide for the issuance of such Common Stock upon the full
exercise of the Option by Lender (the “
Reserved
Shares ”).
C.
Parent
desires to enter into that certain Securities Purchase
Agreement (the “ Tontine Purchase
Agreement ”) with Tontine Capital Partners,
L.P., a Delaware limited partnership and Tontine Capital
Overseas Master Fund L.P., a Cayman Islands limited
partnership (collectively, the “
Buyers ”), pursuant to which the
Buyers shall purchase from Parent, and Parent shall issue to
Buyers, a total of 83,333,333 shares of Parent’s Common
Stock, for a total investment of approximately $20,000,000,
which investment shall be used by Parent to make certain
acquisitions and for certain business purposes, as Parent
determines.
D. Parent
also desires to enter into that certain Membership Interest
Purchase Agreement (the “ 3-D Purchase
Agreement ”) with 3-D Service, Ltd., an Ohio
limited liability company (“ 3-D
”), pursuant to which Parent shall purchase from the
members of 3-D all of the issued and outstanding membership
interests of 3-D in exchange for certain consideration from
Parent, including the issuance of a certain number of Shares
of Parent’s Common Stock to 3-D’s
members.
E. Without
the Reserved Shares, Parent currently has an insufficient
number of shares of authorized and
unissued Common Stock to consummate the
transact
