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Exhibit
99.2
RESTATED IRREVOCABLE PROXY
All capitalized terms used
but not defined in this Irrevocable Proxy shall have the
meanings set forth in that certain Securities Purchase
Agreement, of even date herewith (the “
Purchase Agreement ”), by and
among MISCOR Group, Ltd. (the “
Company ”), Tontine Capital
Partners, L.P. (“ Tontine
”) and Tontine Capital Overseas Master Fund, L.P.
(“ TCOMF ” and together
with Tontine, the “
Purchasers ”).
WHEREAS, the Company and
the Purchasers entered into a Securities Purchase Agreement
dated January 18, 2007 (the “ Original
Purchase Agreement ”), pursuant to which
the Company acquired 62,500,000 shares of Common Stock in the
Company.
WHEREAS, in connection
with the Original Purchase Agreement, John A. Martell, the
President and Chief Executive Officer of the Company (“
Martell ”) granted to the
Purchasers an irrevocable proxy on January 18, 2007 (the
“ Original Proxy
”).
WHEREAS,
in connection with and as a condition to the closing of the
transactions contemplated by the Purchase Agreement, Martell
desires to restate the Original Proxy.
FOR
VALUE RECEIVED, Martell does hereby irrevocably appoint
Tontine and TCOMF and each of them (and any manager or
officer of Tontine or TCOMF and any other Person appointed by
Tontine or TCOMF), as the attorney-in-fact, agent, and proxy
of Martell (collectively, the “
Proxy Holders ”),
with full power of substitution, with full authority to act and
vote in person or by revocable proxy, written consent, or
otherwise, as fully and effectively as Martell could do so in
person (or by proxy, written consent, or otherwise), with respect
to any and all shares of Common Stock in the Company that Martell
now or hereafter owns legally, beneficially, or of record, or over
which Martell has voting control (the “
Subject Common Stock ”),
in such manner as the Proxy Holders shall, in their sole
discretion, deem proper, and as may be allowable under applicable
law, with respect to the following matters: (i)
the
election to the Company’s Board of Directors of one or two
individuals nominated by the Purchasers, as applicable, for such
appointment pursuant to and in accordance with the
Purchasers’ rights under Section 5.6 of the Original Purchase
Agreement and Section 5.5 of the Purchase Agreement to appoint
members to the Company’s Board of Directors, and (ii) solely
for the purpose of enforcing the Purchasers’ rights under
Section 5.8 of the Purchase Agreement and Section 5.9 of the
Original Purchase Agreeme
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