mis_s1a3ex1056d.htm


    Exhibit
10.56d

     

     

     

    
 

    
      
        	 
      	
                Wells
      Fargo Business Credit

                Suite
      1400

                100
      East Wisconsin Avenue

                Milwaukee,
      WI 53202

                414-224-7440

                414
      224-7442 Fax

              
	 
      	 
      


      

       

      November
10. 2008

       

      


      


      MISCOR
Group, Ltd.

      1125 S.
Walnut

      South
Bend, Indiana 46619

      Attention:
Richard Mullin

      


      


      Dear Mr.
Mullin:

      


      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") 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 Wells Fargo
Bank, National Association (the “Lender"), acting through its Wells Fargo
Business Credit operating division, have entered into that certain Credit and
Security Agreement dated as of January 14, 2008, as amended (the "Credit
Agreement”).  Capitalized terms used herein shall have the meaning
assigned to such terms in the Credit Agreement. The Borrowers have advised the
lender that they in are default of the provisions of Section 6.2(c) of the
Credit Agreement as of and for the period ending September 28, 2008, with regard
to Capital Expenditures paid out of working capital. The Borrowers’ failure to
comply with such provision of the Credit Agreement constitutes an Event of
Default pursuant to Section 7.1(b) of the Credit Agreement (the “Current
Default”). The Borrowers have requested that the Lender waive the Current
Default.

       

      Lender
has agreed to waive the Current Default provided the Borrowers, together with
their affiliate, AMP Rail Services Canada, ULC, do not incur or contract to
incur Capital Expenditures of more than Two Million Seven Hundred Fifty Thousand
Dollars ($2,750,000) in the aggregate during fiscal year 2008, with no more than
Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) to be paid from the
Borrowers' and AMP-Canada's working capital in fiscal year 2008. Upon the terms
and subject to the conditions set forth in this letter, the Lender hereby waives
the Current Default. This waiver shall be effective only in this specific
instance and for the specific purpose for which it is given, and shall not apply
to any other Events of Default under the Credit Agreement or any of the Security
Documents, whether now existing or occurring after the date hereof.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      As
consideration for the waiver set forth herein, the Borrowers shall pay to the
Lender as of the date hereof a fully-earned, non-refundable fee in the amount of
Twenty Five Thousand Dollars ($25,000).

       

      This
waiver shall not vary or waive any of the terms of the Borrowers' obligations to
the Lender, nor entitle the Borrowers to any other or further waiver in any
similar or other circumstance. The Lender hereby acknowledges that it does not
as of the date of this letter have any actual knowledge of the occurrence and
continuation of any Events of Default other than the Current
Default.

       

      


      Very
truly yours,

      


      WELLS
FARGO BANK, NATIONAL ASSOCIATION

      


      /s/
Ronald Yandry

      


      Ronald
Yandry, Vice President

      


      


      Acknowledged
and agreed to this

      11 day of
November, 2008

      


      MISCOR
GROUP, LTD., on behalf of itself

      and the
other Borrowers

      


      
        	
                By:

              	
                /s/ Richard J. Mullin

              	 
	 
      	 
      	 
	
                Name:

              	
                Richard J. Mullin

              	 
	 
      	 
      	 
	
                Title:

              	
                Vice President & CFO