mis_8k0118ex102.htm


    Exhibit
      10.2

    


    REVOLVING
      NOTE

     

    
      
        	
                $13,750,000.00

              	 	
                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 referenced in the Credit and Security Agreement dated the
      same
      date as this Revolving Note that was entered into by the Lender and the
      Borrowers (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 Thirteen Million Seven
      Hundred Fifty Thousand Dollars ($13,750,000) or the aggregate unpaid principal
      amount of all Revolving 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 Revolving
      Note is fully paid at the rate from time to time in effect under the Credit
      Agreement.

     

    This
      Revolving Note is the Revolving Note referenced 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 Revolving Note
      may be prepaid only in accordance with the terms of the Credit
      Agreement.  This Revolving 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 shall pay all costs of collection, including reasonable attorneys’
fees and legal expenses if this Revolving Note is not paid when due, whether
      or
      not legal proceedings are commenced.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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

            
	 	 	 


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	 	
              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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