mis_8k1130ex105.htm


    Exhibit
      10.5

     

     

    


     

    


     

    


     

    Amended
      and Restated

     

    Registration
      Rights Agreement

     

    By
      and Between

     

    MISCOR
      Group, Ltd.,

     

    Tontine
      Capital Partners, L.P.

     

    And

     

    Tontine
      Capital Overseas Master Fund, L.P.

     

    November
      30, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    Page

     

    
      	
              ARTICLE
                1

            	 	
              Definitions

            	
              1

            
	
              ARTICLE
                2

            	 	
              Registration
                Rights

            	
              4

            
	
              2.1

            	 	
              Current
                Public Information

            	
              4

            
	
              2.2

            	 	
              Registration

            	
              4

            
	
              2.3

            	 	
              Demand
                Registration

            	
              5

            
	
              2.4

            	 	
              Piggyback
                Registration.

            	
              8

            
	
              2.5

            	 	
              Underwriting;
                Holdback Agreements.

            	
              9

            
	
              2.6

            	 	
              Registration
                Procedures

            	
              10

            
	
              2.7

            	 	
              Conditions
                Precedent to Company’s Obligations Pursuant to this
                Agreement

            	
              12

            
	
              2.8

            	 	
              Fees
                and Expenses

            	
              12

            
	
              2.9

            	 	
              Indemnification.

            	
              12

            
	
              2.10

            	 	
              Participation
                in Registrations.

            	
              15

            
	
              2.11

            	 	
              Compliance

            	
              16

            
	
              ARTICLE
                3

            	 	
              Transfers
                of Certain Rights

            	
              16

            
	
              3.1

            	 	
              Transfer

            	
              16

            
	
              3.2

            	 	
              Transferees

            	
              16

            
	
              3.3

            	 	
              Subsequent
                Transferees

            	
              16

            
	
              ARTICLE
                4

            	 	
              Miscellaneous

            	
              16

            
	
              4.1

            	 	
              Recapitalizations,
                Exchanges, etc

            	
              16

            
	
              4.2

            	 	
              No
                Inconsistent Agreements

            	
              16

            
	
              4.3

            	 	
              Amendments
                and Waivers

            	
              17

            
	
              4.4

            	 	
              Severability

            	
              17

            
	
              4.5

            	 	
              Counterparts

            	
              17

            
	
              4.6

            	 	
              Notices

            	
              17

            
	
              4.7

            	 	
              Governing
                Law

            	
              18

            
	
              4.8

            	 	
              Forum;
                Service of Process

            	
              18

            
	
              4.9

            	 	
              Captions

            	
              18

            
	
              4.10

            	 	
              No
                Prejudice

            	
              18

            
	
              4.11

            	 	
              Words
                in Singular and Plural Form

            	
              18

            
	
              4.12

            	 	
              Remedy
                for Breach

            	
              18

            
	
              4.13

            	 	
              Successors
                and Assigns, Third Party Beneficiaries

            	
              18

            
	
              4.14

            	 	
              Amendment
                and Restatement

            	
              19

            
	
              4.15

            	 	
              Attorneys’
                Fees

            	
              19

            
	
              4.16

            	 	
              Termination
                of Rights

            	
              19

            


    

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    AMENDED
      AND RESTATED

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    


     

    This
      AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of November 30, 2007, is
      entered into by and between MISCOR GROUP, LTD., an Indiana corporation (the
      “Company”), TONTINE CAPITAL PARTNERS, L.P., a Delaware
      limited partnership (“TCP” or a
“Buyer”) and TONTINE CAPITAL
      OVERSEAS MASTER FUND,
      L.P., a Cayman Islands limited partnership
      (a“Buyer” and
      together with TCP,
      the“Buyers”).

     

    RECITALS:

     

    A.           Pursuant
      to a Securities Purchase Agreement, dated as of January 18, 2007, entered into
      by and between the Company and the Buyers (the “Initial Securities
      Purchase Agreement”), the Company issued and sold 62,500,000
      shares of its Common Stock (the “Initial Shares”) to
      the Buyers.

     

    B.           In
      connection with the execution and delivery of the Initial Securities Purchase
      Agreement, the Company and the Buyers entered into a Registration Rights
      Agreement, dated as of January 18, 2007 (the “Initial Registration
      Rights Agreement”), pursuant to which the Company agreed under
      certain circumstances to register the resale of the Initial Shares under the
      1933 Act and the rules and regulations promulgated thereunder, and applicable
      state securities laws.

     

    C.           Pursuant
      to the terms of the Initial Registration Rights Agreement, the Company filed
      a
      registration statement on Form S-1 (File No. 333-144557) covering the resale
      of
      the Initial Shares on July 13, 2007 (the “Initial Registration
      Statement”).

     

    D.           The
      Company desires to issue and sell an additional 83,333,333 shares of its Common
      Stock to the Buyers as set forth in the Securities Purchase Agreement, dated
      as
      of November 30, 2007, entered into by and between the Company and the Buyers
      (the “New Securities Purchase
      Agreement”).

     

    E.           The
      Company and the Buyers desire to amend and restate the Initial Registration
      Rights Agreement in connection with the consummation of the transactions
      contemplated by the New Securities Purchase Agreement.

     

    F.           Certain
      terms used in this Agreement are defined in Article 1
      hereof.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants
      and agreements hereinafter contained, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      intending to be legally bound, the parties hereto, desiring to amend and restate
      the Initial Registration Rights Agreement, do hereby agree as
      follows:

     

     

    ARTICLE
      1

    DEFINITIONS

     

    “Affiliate”
      means any Person that directly or indirectly controls, or is under control
      with,
      or is controlled by such Person.  As used in this definition,
“control” (including with its correlative meanings, “controlled by” and “under
      common control with”) shall mean the possession, directly or indirectly, of the
      power to direct or cause the direction of the management or policies of a Person
      (whether through ownership of securities or partnership or other ownership
      interests, by contract or otherwise).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Agreement”
      has the meaning set forth in the preamble.

     

    “Business
      Day” means any day excluding Saturday, Sunday or any other day
      which is a legal holiday under the laws of the State of Indiana or is a day
      on
      which banking institutions therein located are authorized or required by law
      or
      other governmental action to close.

     

    “Common
      Stock” means the common stock, no par value per share, of the
      Company.

     

    “Company”
      has the meaning set forth in the preamble.

     

    “Cut
      Back Shares” has the meaning set forth in Section 2.2.

     

    “Demand
      Notice” has the meaning set forth in Section 2.3.

     

    “Designated
      Holders” means the Buyers and any qualifying transferees of the
      Buyers under Section 3.1 hereof
      who hold Registrable Securities.

     

    “Effectiveness
      Date” means (a) with respect to the Initial
      Registration Statement, the earlier of:  (i) January 18, 2008, and
      (ii) the fifth trading day following the date on which the Company is notified
      by the SEC that the Initial Registration Statement is no longer subject to
      further review and comments, (b) with respect to the Registration Statement
      required to be filed pursuant to Section 2.2(b), the earlier of: (i) the 120th
      day following the
      date on which such Registration Statement is required to be filed, and (ii)
      the
      fifth trading day following the date on which the Company is notified by the
      SEC
      that such Registration Statement will not be reviewed or is no longer subject
      to
      further review and comments, and (c) with respect to any additional Registration
      Statements that may be required pursuant to Section 2.2(c), the earlier of (i) the 120th
      day following the
      Filing Date of such Registration Statement, and (ii) the fifth trading day
      following the date on which the Company is notified by the SEC that such
      additional Registration Statement will not be reviewed or is no longer subject
      to further review and comments.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and
      the rules and regulations of the SEC promulgated thereunder.

     

    “Filing
      Date” means with respect to any Registration Statements that may
      be required pursuant to Section 2.2(c) because (a) the Company has
      not included
      some or all of the remaining Registrable Securities proposed to be included
      on
      previously-filed Registration Statements as a result of written comments from
      the SEC related to Rule 415, the date that is 180 days following the date the
      most recent Registration Statement covering Registrable Securities has been
      declared effective, (b) the SEC shall have notified the Company in writing
      that
      certain Registrable Securities were not eligible for inclusion on a
      previously-filed Registration Statement for any reason other than as described
      in clause (a) above, the 45th day following
      the
      date or time on which the SEC shall indicate as being the first date or time
      that such Registrable Securities may then be included in a Registration, or
      (c)
      if any such Registration Statement(s) is required for a reason other than as
      described in clauses (a) or (b) above, the 45th day following
      the
      date on which the Company first knows, or reasonably should have known, that
      such additional Registration Statement(s) is required.

     

    “Indemnified
      Party” has the meaning set forth in Section 2.9.

     

    “Initial
      Registration Rights Agreement” has the meaning set forth in the
      Recitals.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Initial
      Registration Statement” has the meaning set forth in the
      Recitals.

     

    “Initial
      Shares” has the meaning set forth in the Recitals.

     

     “Initial
      Securities Purchase Agreement” has the meaning set forth in the
      Recitals.

     

     “Losses”
      has the meaning set forth in Section  2.9.

     

    “Majority
      Holders” means those Designated Holders holding a majority of the
      Registrable Securities.

     

    “Person”
      means any individual, company, partnership, firm, joint venture, association,
      joint-stock company, trust, unincorporated organization, governmental body
      or
      other entity.

     

    “Piggyback
      Registration” has the meaning set forth in
Section 2.4.

     

    “Buyers”
      has the meaning set forth in the preamble.

     

    “Purchase
      Price” has the meaning ascribed to such term in the Securities
      Purchase Agreement.

     

    “Registrable
      Securities” means, subject to the immediately following sentences,
      (i) shares of Common Stock acquired by the Buyers from the Company pursuant
      to the Initial Securities Purchase Agreement and the New Securities Purchase
      Agreement or, so long as this Agreement is still in effect, any other shares
      of
      Common Stock acquired by the Buyers after the date hereof, and (ii) any shares
      of Common Stock issued or issuable, directly or indirectly, with respect to
      the
      securities referred to in clause (i) by way of stock dividend or stock split
      or
      in connection with a combination of shares, recapitalization, merger,
      consolidation or other reorganization.  In addition, any particular
      shares of Common Stock constituting Registrable Securities will cease to be
      Registrable Securities when they (x) have been effectively registered under
      the
      Securities Act and disposed of in accordance with a Registration Statement
      covering them, (y) have been sold to the public pursuant to Rule 144 (or by
      similar provision under the Securities Act), or (z) are eligible for resale
      under Rule 144(k) (or by similar provision under the Securities Act) without
      any
      limitation on the amount of securities that may be sold under paragraph (e)
      thereof.

     

    “Registration
      Statement” means a registration statement on Form S-3 (or, if the
      Company is not eligible to use Form S-3, such other appropriate registration
      form of the SEC pursuant to which the Company is eligible to register the resale
      of Registrable Securities) filed by the Company under the Securities Act which
      covers any of the Registrable Securities pursuant to the provisions of this
      Agreement, including the prospectus, amendments and supplements to such
      registration statement, including post-effective amendments, all exhibits and
      all material incorporated by reference in such registration statement, which
      shall permit the Buyers to offer and sell, on a delayed or continuous basis
      pursuant to Rule 415 under the Securities Act, the Registrable Securities,
      including, but not limited to, the Initial Registration Statement.

     

    “register,”
      “registered” and
“registration” each shall refer to
      a registration
      effected by preparing and filing a registration statement or statements or
      similar documents in compliance with the Securities Act and the declaration
      or
      ordering of effectiveness of such registration statement(s) or documents by
      the
      SEC.

     

    “Representatives”
      has the meaning set forth in Section 2.9.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Rule
      144” means Rule 144 promulgated by the SEC
      pursuant to the Securities Act, as such Rule may be amended from time to time,
      or any similar rule or regulation hereafter adopted by the SEC having
      substantially the same effect as such Rule.

     

    “Rule
      415” means Rule 415 promulgated by the SEC
      pursuant to the Securities Act, as such Rule may be amended from time to time,
      or any similar rule or regulation hereafter adopted by the SEC having
      substantially the same effect as such Rule.

     

    “SEC”
      means the United States Securities and Exchange Commission or any other federal
      agency at the time administering the Securities Act.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules
      and regulations of the SEC promulgated thereunder.

     

    “Securities
      Purchase Agreement” has the meaning set forth in the
      recitals.

     

     

    ARTICLE
      2

     

    
      REGISTRATION
        RIGHTS



    2.1  Current
      Public Information.  The Company covenants that it will use its
      best efforts to file all reports required to be filed by it under the Exchange
      Act and the rules and regulations adopted by the SEC thereunder, and will use
      its reasonable best efforts to take such further action as the Designated
      Holders may reasonably request, all to the extent required to enable the
      Designated Holders to sell Registrable Securities pursuant to Rule 144 or Rule
      144A adopted by the SEC under the Securities Act or any similar rule or
      regulation hereafter adopted by the SEC.  The Company shall, upon the
      request of a Designated Holder, deliver to such Designated Holder a written
      statement as to whether it has complied with such requirements during the twelve
      month period immediately preceding the date of such request.

     

    2.2  Registration.  The
      Company has received written comments from the SEC with respect to the Initial
      Registration Statement pertaining to Rule 415, a copy of which has been provided
      to the Buyers by the Company, which, unless rebutted by the Company, requires
      the Company to treat the registration of the Initial Shares under the Initial
      Registration Statement as a “primary offering” with the effect that the Buyers
      would be deemed to be “underwriters” for purposes of the Securities Act with
      respect to the sale of the Initial Shares in the Initial Registration
      Statement.  The Company represents and warrants to the Buyers that,
      after consultation with the Buyers and following discussions with the SEC in
      which the Company used its reasonable best efforts and devoted a reasonable
      amount of time to cause as many Registrable Securities as possible to be
      included in the Initial Registration Statement without characterizing any
      Designated Holder as an underwriter, the Company has been unable to cause the
      inclusion of all of the Initial Shares in the Initial Registration Statement
      and
      has determined to remove from the Initial Registration Statement a certain
      portion of the Initial Shares (the “Cut Back
      Shares”).

     

    (a)  The
      Company shall use its reasonable best efforts to cause the Initial Registration
      Statement to be declared effective under the Securities Act as soon as possible,
      but in any event, no later than the Effectiveness Date, and shall use its
      reasonable best efforts to keep the Initial Registration Statement continuously
      effective, supplemented and amended to the extent necessary to ensure that
      it is
      available for the resale of all Registrable Securities registered thereunder
      by
      the Designated Holders and that it conforms in all material respects to the
      requirements of the Securities Act during the entire period beginning on the
      Effectiveness Date and ending on the date on which all Registrable Securities
      registered thereunder have ceased to be Registrable Securities.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (b)  No
      later
      than the 180th
      day following the date the Initial Registration Statement is declared effective
      by the SEC, the Company shall prepare and file with the SEC an additional
      Registration Statement covering the resale of all Registrable Securities not
      already covered by the Initial Registration Statement (including the Cut Back
      Shares and the shares of Common Stock sold under the New Securities Purchase
      Agreement) for an offering to be made on a continuous basis pursuant to Rule
      415.  Such Registration Statement shall provide for the resale from
      time to time, and pursuant to any method or combination of methods legally
      available by the Designated Holders of any and all Registrable Securities
      registered thereunder; provided, however, that the Company shall only be
      required to register such number of Registrable Securities pursuant to this
      Section 2.2(b),
      such that the offering of such Registrable
      Securities will not be deemed, in the reasonable judgment of the Company after
      consultation with the Buyers and with the SEC, to be a “primary
      offering.”  The Company shall use its reasonable best efforts to cause
      such Registration Statement to be declared effective under the Securities Act
      as
      soon as possible but, in any event, no later than its Effectiveness Date, and
      shall use its reasonable best efforts to keep the Registration Statement
      continuously effective, supplemented and amended to the extent necessary to
      ensure that is available for the resale of all Registrable Securities registered
      thereunder by the Designated Holders and that it conforms in all material
      respects to the requirements of the Securities Act during the entire period
      beginning on the applicable Effectiveness Date and ending on the date on which
      all Registrable Securities registered thereunder have ceased to be Registrable
      Securities.

     

    (c)  If,
      for
      any reason, the Company has been unable to include all of the remaining
      Registrable Securities (including the Cut Back Shares and the shares of Common
      Stock issued under the New Securities Purchase Agreement ) in the Registration
      Statement filed pursuant to Section 2.2(b),
      then the Company shall prepare and file as soon as reasonably possible after
      the
      date on which the SEC shall indicate as being the first date or time that such
      filing may be made, but in any event by the Filing Date therefore, one or more
      additional Registration Statements covering the resale of all Registrable
      Securities not already covered by an existing and effective Registration
      Statement for an offering to be made on a continuous basis pursuant to Rule
      415.  Each such Registration Statement shall provide for the resale
      from time to time, and pursuant to any method or combination of methods legally
      available by the Designated Holders of any and all Registrable Securities
      registered thereunder.  The Company shall use its reasonable best
      efforts to cause each such Registration Statement to be declared effective
      under
      the Securities Act as soon as possible but, in any event, no later than its
      Effectiveness Date, and shall use its reasonable best efforts to keep such
      Registration Statement continuously effective under the Securities Act during
      the entire period beginning on the applicable Effectiveness Date and ending
      on
      the date on which all Registrable Securities registered thereunder have ceased
      to be Registrable Securities.  For the avoidance of doubt, the Company
      will prepare and file additional Registration Statements in accordance with
      the
      terms hereof until such time as all of the Registrable Securities are covered
      by
      effective Registration Statements.

     

    (d)  The
      Company may, at any time it is eligible to do so, file a post-effective
      amendment on Form S-3 to any Registration Statement on Form S-1 for the resale
      of any then existing Registrable Securities or in any such other manner as
      is
      preferred or permitted by the SEC to convert such Registration Statement to
      a
      Form S-3 Registration Statement.  Upon the effectiveness of such Form
      S-3 Registration Statement, all references to a Registration Statement in this
      Agreement shall then automatically be deemed to be a reference to the Form
      S-3
      Registration Statement.

     

    2.3  Demand
      Registration.  In addition to the registration obligations of the
      Company set forth in Section 2.2
      herein, the following provisions shall apply:

     

    (a)  Subject
      to Section 2.3(i), upon the
      written request of the Majority Holders, requesting that the Company effect
      the
      registration under the Securities Act of all or part of such Designated Holders’
Registrable Securities and specifying the intended method of disposition thereof
      (the “Demand Notice”), the Company will promptly give
      written notice of such requested registration to all Designated Holders, and
      thereupon the Company will use its reasonable best efforts to file with the
      SEC
      as soon as reasonably practicable following the Demand Notice (but in no event
      later than the date that is 90 days after the Demand Notice) a Registration
      Statement.  The Company shall use its reasonable best efforts to cause
      such Registration Statement to be declared effective by the SEC within 90 days
      after the initial filing of the Registration Statement.  The Company
      shall include in such Registration Statement:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (i)  the
      Registrable Securities which the Company has been so requested to be registered
      by such Designated Holders for disposition in accordance with the intended
      method of disposition stated in such request;

     

    (ii)  all
      other
      Registrable Securities the holders of which shall have made a written request
      to
      the Company for registration thereof within 30 days after the giving of such
      written notice by the Company (which request shall specify the intended method
      of disposition of such Registrable Securities); and

     

    (iii)  all
      shares of Common Stock which the Company or Persons entitled to exercise
“piggy-back” registration rights pursuant to contractual commitments of the
      Company may elect to register in connection with the offering of Registrable
      Securities pursuant to this Section 2.3;

     

    all
      to
      the extent requisite to permit the disposition (in accordance with the intended
      methods thereof as aforesaid) of the Registrable Securities and the additional
      shares of Common Stock, if any, so to be registered; provided, that, the
      provisions of this Section 2.3
      shall not require
      the Company to effect more than two registrations of Registrable
      Securities.

     

    (b)  Notwithstanding
      anything to the contrary contained in this Agreement, the Company shall not
      be
      required to effect a registration pursuant to this Section 2.3 within 180 days following the
      effective
      date of a registration statement filed by the Company in accordance with
Sections 2.2, 2.3
      or 2.4
      for the account of another Designated Holder of Registrable Securities if the
      Designated Holders were afforded the opportunity to include the Registrable
      Securities in such registration.

     

    (c)  The
      registrations under this Section 2.3 shall be on an appropriate Registration
      Statement that permits the disposition of such Registrable Securities in
      accordance with the intended methods of distribution specified by the Majority
      Holders in their request for registration.  The Company agrees to
      include in any such Registration Statement all information which Designated
      Holders of Registrable Securities being registered shall reasonably request
      to
      effect the registration.

     

    (d)  A
      registration requested pursuant to this Section 2.3 shall not be deemed to have
      been effected
      (i) unless a Registration Statement with respect thereto has become effective;
      provided, that a Registration Statement which does not become effective after
      the Company has filed a Registration Statement with respect thereto solely
      by
      reason of the refusal to proceed of the Majority Holders (other than a refusal
      to proceed based upon the advice of counsel relating to a matter with respect
      to
      the Company) or because of a breach of this Agreement by any Designated Holder
      shall be deemed to have been effected by the Company at the request of the
      Majority Holders unless the Designated Holders electing to have Registrable
      Securities registered pursuant to such Registration Statement shall have elected
      to pay all fees and expenses otherwise payable by the Company in connection
      with
      such registration pursuant to Section 2.8, (ii) if, after it has become
      effective,
      such registration is withdrawn by the Company (other than at the request of
      the
      Majority Holders) or interfered with by any stop order, injunction or other
      order or requirement of the SEC or other governmental agency or court for any
      reason prior to the expiration of a 180 day period following such Registration
      Statement’s effectiveness, or (iii) if the conditions to closing specified in
      any purchase agreement or underwriting agreement entered into in connection
      with
      such registration are not satisfied, other than due solely to some act or
      omission by the Designated Holders electing to have Registrable Securities
      registered pursuant to such Registration Statement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (e)  Intentionally
      Omitted.

     

    (f)  If
      a
      requested registration pursuant to this Section 2.3 involves an underwritten offering,
      and the
      managing underwriter shall advise the Company in writing (with a copy to each
      Designated Holder of Registrable Securities requesting registration) that,
      in
      its opinion, the number of securities requested to be included in such
      registration (including securities of the Company which are not Registrable
      Securities) exceeds the number which can be sold in such offering within a
      price
      range reasonably acceptable to the Company and to the holders of a majority
      (by
      number of shares) of the Registrable Securities requested to be included in
      such
      Registration Statement, the Company will include in such registration, to the
      extent of the number which the Company is so advised can be sold in such
      offering, (i) first, the Registrable Securities which have been requested to
      be
      included in such registration by the Designated Holders pursuant to this
      Agreement (pro rata based on the amount of Registrable Securities sought to
      be
      registered by such Persons), (ii) second, provided that no securities sought
      to
      be included by the Designated Holders have been excluded from such registration,
      the securities of other Persons entitled to exercise “piggy-back” registration
      rights pursuant to contractual commitments of the Company (pro rata based on
      the
      amount of securities sought to be registered by such Persons) and (iii) third,
      securities the Company proposes to register.

     

    (g)  The
      Company shall use its reasonable best efforts to keep any Registration Statement
      filed pursuant to this Section 2.3 continuously effective (i) for
      a period of
      two years after the Registration Statement first becomes effective, plus the
      number of days during which such Registration Statement was not effective or
      usable pursuant to Sections2.6(e) or
2.6(i);
      or (ii) if such Registration
      Statement related to an underwritten offering, for such period as in the opinion
      of counsel for the underwriters a prospectus is required by law to be delivered
      in connection with sales of Registrable Securities by an underwriter or
      dealer.  In the event the Company shall give any notice pursuant to
Sections 2.6(e) or (i),
      the additional time period mentioned in
Section 2.3(f)(i) during
      which the Registration Statement is to remain effective shall be extended by
      the
      number of days during the period from and including the date of the giving
      of
      such notice pursuant to Sections 2.6(e) or (i)
      to and including the date when each seller
      of a Registrable Security covered by the Registration Statement shall have
      received the copies of the supplemented or amended prospectus contemplated
      by
Sections 2.6(e) or (i).

     

    (h)  The
      Company shall have the right at any time, to suspend the filing of a
      Registration Statement under this Section 2.3 or require that the Designated
      Holders of
      Registrable Securities suspend further open market offers and sales of
      Registrable Securities pursuant to a Registration Statement filed hereunder
      for
      a period not to exceed an aggregate of 30 days in any six month period or an
      aggregate of 60 days in any twelve-month period for valid business reasons
      (not
      including avoidance of their obligations hereunder) (i) to avoid premature
      public disclosure of a pending corporate transaction, including pending
      acquisitions or divestitures of assets, mergers and combinations and similar
      events; (ii) upon the occurrence of any of the events specified in
Section 2.6(e), until the time
      that the Designated Holders receive copies of a supplement or amendment to
      the
      prospectus included in the applicable Registration Statement as contemplated
      in
Section 2.6(e); and (iii) upon
      the occurrence of any of the events specified in Section 2.6(i), until the time the Company
      notifies the
      Designated Holders in writing that such suspension is no longer
      effective.

     

    (i)  The
      right
      of Designated Holders to register Registrable Securities pursuant to this
Section 2.3 is only exercisable
      if, prior to such time as all of the Registrable Securities have ceased to
      be
      Registrable Securities, the Company becomes ineligible to register the
      Registrable Securities on the Registration Statement contemplated by
Section 2.2 or such Registration
      Statement otherwise becomes unusable (other than due solely to some act or
      omission by the Designated Holders electing to have Registrable Securities
      registered pursuant to such Registration Statement) or ineffective and the
      Company is not able to correct the misstatements, have the applicable stop
      order
      rescinded or otherwise restore the effectiveness of the Registration Statement
      as contemplated by this Agreement.

     

    
      
        
        

      

      
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    2.4  Piggyback
      Registration.

     

    (a)  Whenever
      the Company proposes to register any of its securities under the Securities
      Act
      (other than pursuant to a registration pursuant to Section 2.2 or Section 2.3
      or a registration on Form S-4 or S-8 or any
      successor or similar forms) and the registration form to be used may be used
      for
      the registration of Registrable Securities, whether or not for sale for its
      own
      account, the Company will give prompt written notice (but in no event less
      than
      30 days before the anticipated filing date) to all Designated Holders (other
      than Designated Holders all of whose Registrable Securities are then covered
      by
      an effective Registration Statement), and such notice shall describe the
      proposed registration and distribution and offer to all such Designated Holders
      the opportunity to register the number of Registrable Securities as each such
      Designated Holder may request.  The Company will include in such
      registration statement all Registrable Securities with respect to which the
      Company has received written requests for inclusion therein within 15 days
      after
      the Designated Holders’ receipt of the Company’s notice (a
“Piggyback Registration”).

     

    (b)  The
      Company shall use its reasonable best efforts to cause the managing underwriter
      or underwriters of a proposed underwritten offering involving a Piggyback
      Registration to permit the Registrable Securities requested to be included
      in a
      Piggyback Registration to be included on the same terms and conditions as any
      similar securities of the Company or any other security holder included therein
      and to permit the sale or other disposition of such Registrable Securities
      in
      accordance with the intended method of distribution thereof.

     

    (c)  Any
      Designated Holder shall have the right to withdraw its request for inclusion
      of
      its Registrable Securities in any Registration Statement pursuant to this
Section 2.4 by giving written
      notice to the Company of its request to withdraw; provided, that in the event
      of
      such withdrawal (other than pursuant to Section 2.4(e) hereof, the Company shall not
      be
      required to reimburse such Designated Holder for the fees and expenses referred
      to in Section 2.8 hereof
      incurred by such Designated Holder prior to such withdrawal, unless such
      withdrawal was due to a material adverse change to the Company.  The
      Company may withdraw a Piggyback Registration at any time prior to the time
      it
      becomes effective.

     

    (d)  If
      (i) a
      Piggyback Registration involves an underwritten offering of the securities
      being
      registered, whether or not for sale for the account of the Company, to be
      distributed (on a firm commitment basis) by or through one or more underwriters
      of recognized standing under underwriting terms appropriate for such a
      transaction, and (ii) the managing underwriter of such underwritten offering
      shall inform the Company and Designated Holders requesting such registration
      by
      letter of its belief that the distribution of all or a specified number of
      such
      Registrable Securities concurrently with the securities being distributed by
      such underwriters would interfere with the successful marketing of the
      securities being distributed by such underwriters (such writing to state the
      basis of such belief and the approximate number of such Registrable Securities
      which may be distributed without such effect), then the Company will be required
      to include in such registration only the amount of securities which it is so
      advised should be included in such registration.  In such event: (x)
      in cases initially involving the registration for sale of securities for the
      Company’s own account, securities shall be registered in such offering in the
      following order of priority: (i) first, the securities which the Company
      proposes to register, and (ii) second, Registrable Securities and securities
      which have been requested to be included in such registration by Persons
      entitled to exercise “piggy-back” registration rights pursuant to contractual
      commitments of the Company (pro rata based on the amount of securities sought
      to
      be registered by Designated Holders and such other Persons); and (y) in cases
      not initially involving the registration for sale of securities for the
      Company’s own account, securities shall be registered in such offering in the
      following order of priority: (i) first, the securities of any Person whose
      exercise of a “demand” registration right pursuant to a contractual commitment
      of the Company is the basis for the registration, (ii) second, Registrable
      Securities and securities which have been requested to be included in such
      registration by Persons entitled to exercise “piggy-back” registration rights
      pursuant to contractual commitments of the Company (pro rata based on the amount
      of securities sought to be registered by Designated Holders and such other
      Persons), and (iii) third, the securities which the Company proposes to
      register.

     

    
      
        
        

      

      
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    (e)  If,
      as a
      result of the proration provisions of this Section 2.4, any Designated Holders shall
      not be
      entitled to include all Registrable Securities in a Piggyback Registration
      that
      such Designated Holders has requested to be included, such holder may elect
      to
      withdraw his request to include Registrable Securities in such
      registration.

     

    (f)  The
      right
      of the Designated Holders to register Registrable Securities pursuant to this
      Section 2.4 is only exercisable
      with respect to Registrable Securities not then covered by an effective
      Registration Statement.

     

    2.5  Underwriting;
      Holdback Agreements.

     

    (a)  In
      the
      event that one or more Designated Holders elect to dispose of Registrable
      Securities under a Registration Statement pursuant to an underwritten offering
      or a requested registration pursuant to Section 2.3 involves an underwritten offering,
      the
      managing underwriter or underwriters shall be selected by the holders of a
      majority (by number of shares) of the Registrable Securities to be sold in
      the
      underwritten offering or requested to be included in such Registration Statement
      and shall be reasonably acceptable to the Company.  In connection with
      any such underwritten offering, the Company shall take all such reasonable
      actions as are required by the managing underwriters in order to expedite and
      facilitate the registration and disposition of the Registrable Securities,
      including the Company causing appropriate officers of the company or its
      Affiliates to participate in a “road show” or similar marketing effort being
      conducted by such managing underwriters with respect to such underwritten
      offering.

     

    (b)  All
      Designated Holders proposing to distribute their Registrable Securities through
      an underwritten offering shall enter into an underwriting agreement in customary
      form with the managing underwriters selected for such underwritten
      offering.

     

    (c)  To
      the
      extent not inconsistent with applicable law, in connection with a public
      offering of securities of the Company, upon the request of the Company or,
      in
      the case of an underwritten public offering of the Company’s securities, the
      managing underwriters, each Designated Holder who beneficially owns (as defined
      in Rule 13d-3 adopted by the SEC under the Exchange Act) at least 5% of the
      outstanding capital stock of the Company will not effect any sale or
      distribution (other than those included in the registration statement being
      filed with respect to such public offering) of, or any short sale of, or any
      grant of option to purchase, or any hedging or similar transaction with respect
      to, any securities of the Company, or any securities, options or rights
      convertible into or exchangeable or exercisable for such securities during
      the
      14 days prior to and the 90-day period beginning on the effective date of such
      public offering, unless the Company, or in the case of an underwritten public
      offering, the managing underwriters otherwise agree to a shorter period of
      time.  At the request of the Company or the managing underwriters,
      each such Designated Holder shall execute a customary “lock-up” agreement
      consistent with the provisions of this Section 2.5; provided, however, that no
      Designated
      Holder shall be required to enter into any such “lock up” agreement unless and
      until all of the Company’s executive officers and directors execute
      substantially similar “lock up” agreements and the Company uses commercially
      reasonable efforts to cause each holder of more than 5% of its outstanding
      capital stock to execute substantially similar “lock up”
agreements.  Neither the Company nor the underwriter shall terminate,
      materially amend or waive the enforcement of any material provision under a
      “lock up” agreement unless each “lock up” agreement with a Designated Holder is
      also amended or waived in a similar manner or terminated, as the case may
      be.  The Company may impose stop-transfer instructions to enforce the
      restrictions imposed by this Section 2.5.

     

    
      
        
        

      

      
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    2.6  Registration
      Procedures.  The Company will use its reasonable best efforts to
      effect the registration of Registrable Securities pursuant to this Agreement
      in
      accordance with the intended methods of disposition thereof, and pursuant
      thereto the Company will as expeditiously as possible:

     

    (a)  before
      filing the Registration Statement, the Company will furnish to any counsel
      selected by the holders of a majority of the Registrable Securities a copy
      of
      such Registration Statement, and will provided such counsel with all written
      correspondence with the SEC regarding the Registration Statement;

     

    (b)  prepare
      and file with the SEC such amendments and supplements to such Registration
      Statement and the prospectus used in connection therewith as may be necessary
      to
      keep such Registration Statement effective for the periods provided for in
      Section 2.2 and
Section 2.3,
      or the periods
      contemplated by the Company or the Persons requesting any Registration Statement
      filed pursuant to Section 2.4;

     

    (c)  furnish
      to each Designated Holder selling such Registrable Securities such number of
      copies of such Registration Statement, each amendment and supplement thereto,
      the prospectus included in the Registration Statement (including each
      preliminary prospectus) and such other documents as such seller may reasonably
      request in order to facilitate the disposition of the Registrable Securities
      owned by such Designated Holder;

     

    (d)  use
      its
      reasonable best efforts to register or qualify such Registrable Securities
      under
      such other state securities or blue sky laws as the selling Designated Holders
      selling such Registrable Securities reasonably requests and do any and all
      other
      acts and things which may be reasonably necessary or reasonably advisable to
      enable such Designated Holder to consummate the disposition in such
      jurisdictions of the Registrable Securities owned by such Designated Holder
      and
      to keep each such registration or qualification (or exemption therefrom)
      effective during the period which the Registration Statement is required to
      be
      kept effective (provided, that the Company will not be required to (i) qualify
      generally to do business in any jurisdiction where it would not otherwise be
      required to qualify but for this subparagraph, (ii) subject itself to taxation
      in any such jurisdiction or (iii) consent to general service of process in
      any
      such jurisdiction);

     

    (e)  notify
      each Designated Holder selling such Registrable Securities, at any time when
      a
      prospectus relating thereto is required to be delivered under the Securities
      Act, of the happening of any event as a result of which the prospectus included
      in the Registration Statement contains an untrue statement of a material fact
      or
      omits any fact necessary to make the statements therein not misleading in the
      light of the circumstances under which they were made, and, at the request
      of
      any such Designated Holder, the Company will as soon as possible prepare and
      furnish to such Designated a reasonable number of copies of a supplement or
      amendment to such prospectus so that, as thereafter delivered to the purchasers
      of such Registrable Securities, such prospectus will not contain an untrue
      statement of a material fact or omit to state any fact necessary to make the
      statements therein not misleading in the light of the circumstances under which
      they were made;

     

    
      
        
        

      

      
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    (f)  cause
      all
      such Registrable Securities to be listed or quoted on each securities exchange
      or quotation service on which similar securities issued by the Company are
      then
      listed or quoted and, if not so listed, to be approved for trading on any
      automated quotation system of a national securities association on which similar
      securities of the Company are quoted;

     

    (g)  provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such Registration Statement;

     

    (h)  enter
      into such customary agreements (including underwriting agreements containing
      customary representations and warranties) and take all other customary and
      appropriate actions as the holders of a majority of the Registrable Securities
      being sold or the managing underwriters, if any, reasonably request in order
      to
      expedite or facilitate the disposition of such Registrable
      Securities;

     

    (i)  notify
      each Designated Holder of any stop order issued or threatened by the
      SEC;

     

    (j)  otherwise
      comply with all applicable rules and regulations of the SEC, and make available
      to its security holders, as soon as reasonably practicable, an earnings
      statement covering the period of at least twelve months beginning with the
      first
      day of the Company’s first full calendar quarter after the effective date of the
      Registration Statement, which earnings statement shall satisfy the provisions
      of
      Section 11(a) of the Securities Act and Rule 158 thereunder;

     

    (k)  in
      the
      event of the issuance of any stop order suspending the effectiveness of a
      Registration Statement, or of any order suspending or preventing the use of
      any
      related prospectus or suspending the qualification of any securities included
      in
      such Registration Statement for sale in any jurisdiction, the Company will
      use
      its reasonable best efforts to promptly obtain the withdrawal of such
      order;

     

    (l)  with
      respect to an underwritten offering pursuant to any Registration Statement
      filed
      under Section 2.2 or
Section 2.3,
      obtain one or more
      comfort letters, dated the effective date of the Registration Statement and,
      if
      required by the managing underwriters, dated the date of the closing under
      the
      underwriting agreement, signed by the Company’s independent public accountants
      in customary form and covering such matter of the type customarily covered
      by
      comfort letters in similar transactions;

     

    (m)  with
      respect to an underwritten offering pursuant to any Registration Statement
      filed
      under Section 2.2 or
Section 2.3,
      obtain a legal
      opinion of the Company’s outside counsel, dated the effective date of such
      Registration Statement and, if required by the managing underwriters, dated
      the
      date of the closing under the underwriting agreement, with respect to the
      Registration Statement, each amendment and supplement thereto, the prospectus
      included therein (including the preliminary prospectus) and such other documents
      relating thereto in customary form and covering such matters of the type
      customarily covered by legal opinions in similar transactions;

     

    (n)  subject
      to execution and delivery of mutually satisfactory confidentiality agreements,
      make available at reasonable times for inspection by each Designated Holder
      selling such Registrable Securities, any managing underwriter participating
      in
      any disposition of such Registrable Securities pursuant to the Registration
      Statement, and any attorney, accountant or other agent retained by such
      Designated Holder or any such managing underwriter, during normal business
      hours
      of the Company at the Company’s corporate office in South Bend, Indiana and
      without unreasonable disruption of the Company’s business or unreasonable
      expense to Company and solely for the purpose of due diligence with respect
      to
      the Registration Statement, legally disclosable, financial and other records
      and
      pertinent corporate documents of the Company and its subsidiaries reasonable
      requested by such Persons, and cause the Company’s employees to, and request its
      independent accountants to, supply all similar information reasonably requested
      by any such Person, as shall be reasonably necessary to enable them to exercise
      their due diligence responsibility;

     

    
      
        
        

      

      
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    (o)  cooperate
      with each seller of Registrable Securities and each underwriter participating
      in
      the disposition of such Registrable Securities and their respective counsel
      in
      connection with any filings required to be made with the OTC Bulletin Board
      or
      the National Association of Securities Dealers; and

     

    (p)  take
      all
      other steps reasonably necessary to effect the registration of the. Registrable
      Securities contemplated hereby.

     

    2.7  Conditions
      Precedent to Company’s Obligations Pursuant to this Agreement.  It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to this Article 2 with respect to the Registrable
      Securities of any Designated Holder that such Designated Holder shall timely
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it and the intended method of distribution of such securities
      as shall reasonably be required to effect the registration of such Designated
      Holder’s Registrable Securities.

     

    2.8  Fees
      and Expenses.  All expenses incident to the Company’s performance
      of or compliance with this Agreement including, without limitation, all
      registration and filing fees payable by the Company, fees and expenses of
      compliance by the Company with securities or blue sky laws, printing expenses
      of
      the Company, messenger and delivery expenses of the Company, and fees and
      disbursements of counsel for the Company and all independent certified public
      accountants of the Company, and other Persons retained by the Company will
      be
      borne by the Company, and the Company will pay its internal expenses (including,
      without limitation, all salaries and expenses of the Company’s employees
      performing legal or accounting duties), the expense of any annual audit or
      quarterly review, the expense of any liability insurance of the Company and
      the
      expenses and fees for listing or approval for trading of the securities to
      be
      registered on each securities exchange on which similar securities issued by
      the
      Company are then listed or on any automated quotation system of a national
      securities association on which similar securities of the Company are
      quoted.  In connection with any Registration Statement filed
      hereunder, the Company will pay the reasonable fees and expenses of a single
      counsel retained by the Designated Holders of a majority (by number of shares)
      of the Registrable Securities requested to be included in such Registration
      Statement.  The Company shall have no obligation to pay any
      underwriting discounts or commissions attributable to the sale of Registrable
      Securities and any of the expenses incurred by any Designated Holder which
      are
      not payable by the Company, such costs to be borne by such Designated Holder
      or
      Holders, including, without limitation, underwriting fees, discounts and
      expenses, if any, applicable to any Designated Holder’s Registrable Securities;
      fees and disbursements of counsel or other professionals that any Designated
      Holder may choose to retain in connection with a Registration Statement filed
      pursuant to this Agreement (except as otherwise provided herein); selling
      commissions or stock transfer taxes applicable to the Registrable Securities
      registered on behalf of any Designated Holder; any other expenses incurred
      by or
      on behalf of such Designated Holder in connection with the offer and sale of
      such Designated Holder’s Registrable Securities other than expenses which the
      Company is expressly obligated to pay pursuant to this Agreement.

     

    2.9  Indemnification.

     

    (a)  The
      Company agrees to indemnify and hold harmless, to the fullest extent permitted
      by law, each Designated Holder and its general or limited partners, officers,
      directors, members, managers, employees, advisors, representatives, agents
      and
      Affiliates (collectively, the “Representatives”), and
      each underwriter, if any, and any Person who controls such underwriter (within
      the meaning of Section 15 of the Securities Act), from and against any loss,
      claim, damage, liability, reasonable attorney’s fees, cost or expense and costs
      and expenses of investigating and defending any such claim (collectively, the
      “Losses”), joint or several, and any action in respect
      thereof to which such Designated Holder or its Representatives may become
      subject under the Securities Act or otherwise, insofar as such Losses (or
      actions or proceedings, whether commenced or threatened, in respect thereto)
      arise out of or are based upon (i) any breach by the Company of any of its
      representations, warranties or covenants contained in this Agreement, (ii)
      any
      untrue or alleged untrue statement of a material fact contained in any
      Registration Statement, prospectus or preliminary or summary prospectus or
      any
      amendment or supplement thereto or (iii) any omission or alleged omission to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, and the Company shall reimburse each
      such
      Designated Holder and its Representatives for any reasonable legal or any other
      expenses incurred by them in connection with investigating or defending or
      preparing to defend against any such Loss, action or proceeding; provided,
      however, that the Company shall not be liable to any such Designated Holder
      or
      other indemnitee in any such case to the extent that any such Loss (or action
      or
      proceeding, whether commenced or threatened, in respect thereof) arises out
      of
      or is based upon (x) an untrue statement or alleged untrue statement or omission
      or alleged omission, made in such Registration Statement, any such prospectus
      or
      preliminary or summary prospectus or any amendment or supplement thereto, in
      reliance upon, and in conformity with, written information prepared and
      furnished to the Company by any Designated Holder or its Representatives
      expressly for use therein and, with respect to any untrue statement or omission
      or alleged untrue statement or omission made in any preliminary prospectus
      relating to the Registration Statement, to the extent that a prospectus relating
      to the Registrable Securities was required to be delivered by such Designated
      Holder under the Securities Act in connection with such purchase, there was
      not
      sent or given to such Person, at or prior to the written confirmation of the
      sale of such Registrable Securities to such Person, a copy of the final
      prospectus that corrects such untrue statement or alleged untrue statement
      or
      omission or alleged omission if the Company had previously furnished copies
      thereof to such Designated Holder or (y) use of a Registration Statement or
      the
      related prospectus during a period when a stop order has been issued in respect
      of such Registration Statement or any proceedings for that purpose have been
      initiated or use of a prospectus when use of such prospectus has been suspended
      pursuant to Sections 2.6(e) or (i); provided that in each case, that
      such Holder received prior written notice of such stop order, initiation of
      proceedings or suspension from the Company.  In no event, however,
      shall the Company be liable for indirect, incidental or consequential or special
      damages of any kind.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b)  In
      connection with the filing of the Registration Statement by the Company pursuant
      to this Agreement, the Designated Holders will furnish to the Company in writing
      such information as the Company reasonably requests for use in connection with
      such Registration Statement and the related prospectus and, to the fullest
      extent permitted by law, each such Designated Holder will indemnify and hold
      harmless the Company and its Representatives, and each underwriter, if any,
      and
      any Person who controls such underwriter (within the meaning of Section 15
      of
      the Securities Act), from and against any Losses, severally but not jointly,
      and
      any action in respect thereof to which the Company and its Representatives
      may
      become subject under the Securities Act or otherwise, insofar as such Losses
      (or
      actions or proceedings, whether commenced or threatened, in respect thereof)
      arise out of or are based upon (i) the purchase or sale of Registrable
      Securities during a suspension as set forth in Section 2.6(e) or Section 2.6(i)
      in each case after receipt of written
      notice of such suspension, (ii) any untrue or alleged untrue statement of a
      material fact contained in the Registration Statement, prospectus or preliminary
      or summary prospectus or any amendment or supplement thereto, or (iii) any
      omission or alleged omission of a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading, but, with respect
      to
      clauses (ii) and (iii) above, only to the extent that such untrue statement
      or
      omission is made in such Registration Statement, any such prospectus or
      preliminary or summary prospectus or any amendment or supplement thereto, in
      reliance upon and in conformity with written information prepared and furnished
      to the Company by such Designated Holder expressly for use therein or by failure
      of such Designated Holder to deliver a copy of the Registration Statement or
      prospectus or any amendments or supplements thereto, and such Designated Holder
      will reimburse the Company and each Representative for any reasonable legal
      or
      any other expenses incurred by them in connection with investigating or
      defending or preparing to defend against any such Loss, action or proceeding;
      provided, however, that such Designated Holder shall not be liable in any such
      case to the extent that prior to the filing of any such Registration Statement
      or prospectus or amendment or supplement thereto, such Designated Holder has
      furnished in writing to the Company information expressly for use in such
      Registration Statement or prospectus or any amendment or supplement thereto
      which corrected or made not misleading information previously furnished to
      the
      Company.  The obligation of each Designated Holder to indemnify the
      Company and its Representatives shall be limited to the net proceeds received
      by
      such Designated Holder from the sale of Registrable Securities under such
      Registration Statement.  In no event, however, shall any Designated
      Holder be liable for indirect, incidental or consequential or special damages
      of
      any kind.

     

    (c)  Promptly
      after receipt by any Person in respect of which indemnity may be sought pursuant
      to Section 2.9(a) or 2.9(b)
      (an “Indemnified
      Party”) of notice of any claim or the commencement of any action,
      the Indemnified Party shall, if a claim in respect thereof is to be made against
      the Person against whom such indemnity may be sought (an
“Indemnifying Party”), promptly notify the
      Indemnifying Party in writing of the claim or the commencement of such action;
      provided, that the failure to notify the Indemnifying Party shall not relieve
      the Indemnifying Party from any liability which it may have to an Indemnified
      Party under Section 2.9(a) or 2.9(b)
      except to the extent of any actual
      prejudice resulting therefrom.  If any such claim or action shall be
      brought against an Indemnified Party, and it shall notify the Indemnifying
      Party
      thereof, the Indemnifying Party shall be entitled to participate therein, and,
      to the extent that it wishes, jointly with any other similarly notified
      Indemnifying Party, to assume the defense thereof with counsel reasonably
      satisfactory to the Indemnified Party. After notice from the Indemnifying Party
      to the Indemnified Party of its election to assume the defense of such claim
      or
      action, the Indemnifying Party shall not be liable to the Indemnified Party
      for
      any legal or other expenses subsequently incurred by the Indemnified Party
      in
      connection with the defense thereof other than reasonable costs of
      investigation; provided, that the Indemnified Party shall have the right to
      employ separate counsel to represent the Indemnified Party and its
      Representatives who may be subject to liability arising out of any claim in
      respect of which indemnity may be sought by the Indemnified Party against the
      Indemnifying Party, but the fees and expenses of such counsel shall be for
      the
      account of such Indemnified Party unless (i) the Indemnifying Party and the
      Indemnified Party shall have mutually agreed to the retention of such counsel
      or
      (ii) in the written opinion of counsel to such Indemnified Party, representation
      of both parties by the same counsel would be inappropriate due to actual or
      potential conflicts of interest between them, it being understood, however,
      that
      the Indemnifying Party shall not, in connection with any one such claim or
      action or separate but substantially similar or related claims or actions in
      the
      same jurisdiction arising out of the same general allegations or circumstances,
      be liable for the fees and expenses of more than one separate firm of attorneys
      (together with appropriate local counsel) at any time for all Indemnified
      Parties.  No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any claim or pending
      or threatened proceeding in respect of which the Indemnified Party is or could
      have been a party and indemnity could have been sought hereunder by such
      Indemnified Party, unless such settlement includes an unconditional release
      of
      such Indemnified Party from all liability arising out of such claim or
      proceeding other than the payment of monetary damages by the Indemnifying Party
      on behalf of the Indemnified Party.  Whether or not the defense of any
      claim or action is assumed by the Indemnifying Party, such Indemnifying Party
      will not be subject to any liability for any settlement made without its written
      consent, which consent will not be unreasonably withheld.

     

    (d)  If
      the
      indemnification provided for in this Section 2.9 is unavailable to the Indemnified
      Parties
      in respect of any Losses referred to herein notwithstanding that this
Section 2.9 by its terms
      provides for indemnification in such case, then each Indemnifying Party, in
      lieu
      of indemnifying such Indemnified Party, shall contribute to the amount paid
      or
      payable by such Indemnified Party as a result of such Losses in such proportion
      as is appropriate to reflect the relative benefits received by the Company
      on
      the one hand and the Designated Holders on the other from the offering of the
      Registrable Securities, or if such allocation is not permitted by applicable
      law, in such proportion as is appropriate to reflect not only the relative
      benefits but also the relative fault of the Company on the one hand and the
      Designated Holders on the other in connection with the statements or omissions
      which resulted in such Losses, as well as any other relevant equitable
      considerations. The relative fault of the Company on the one hand and of each
      Designated Holder on the other shall be determined by reference to, among other
      things, whether any action taken, including any untrue or alleged untrue
      statement of a material fact, or the omission or alleged omission to state
      a
      material fact relates to information supplied by such party, and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    The
      Company and the Designated Holders agree that it would not be just and equitable
      if contribution pursuant to this Section 2.9(d) were determined by pro rata
      allocation
      or by any other method of allocation which does not take account of the
      equitable considerations referred to in the immediately preceding
      paragraph.  The amount paid or payable by an Indemnified Party as a
      result of the Losses referred to in the immediately preceding paragraph shall
      be
      deemed to include, subject to the limitations set forth above, any reasonable
      legal or other expenses reasonably incurred by such Indemnified Party in
      connection with investigating or defending any such action or
      claim.  Notwithstanding the provisions of this Section 2.9, no Designated Holder shall
      be required to
      contribute any amount in excess of the amount by which the total price at which
      the Registrable Securities of such Designated Holder were offered to the public
      exceeds the amount of any Losses which such Designated Holder has otherwise
      paid
      by reason of such untrue or alleged untrue statement or omission or alleged
      omission.  No Person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any Person who was not guilty of such fraudulent
      misrepresentation.  Each Designated Holder’s obligations to contribute
      pursuant to this Section 2.9 is
      several in the proportion that the proceeds of the offering received by such
      Designated Holder bears to the total proceeds of the offering received by all
      the Designated Holders.  The indemnification provided by this
Section 2.9 shall be a
      continuing right to indemnification with respect to sales of Registrable
      Securities and shall survive the registration and sale of any Registrable
      Securities by any Designated Holder and the expiration or termination of this
      Agreement.  The indemnity and contribution agreements contained herein
      are in addition to any liability that any Indemnifying Party might have to
      any
      Indemnified Party.

     

    (e)  Notwithstanding
      the foregoing, to the extent the provisions on indemnification and contribution
      contained in the underwriting agreement entered into in connection with an
      underwritten public offering are in conflict with the foregoing provisions,
      the
      provisions in the underwriting agreement shall control for parties to that
      agreement.

     

    2.10  Participation
      in Registrations.

     

    (a)  No
      Person
      may participate in any registration hereunder which is underwritten unless
      such
      Person (i) agrees to sell such Person’s securities on the basis provided in any
      underwriting arrangements approved by the Person or Persons entitled hereunder
      to approve such arrangements and (ii) completes and executes all questionnaires,
      powers of attorney, indemnities, underwriting agreements and other documents
      reasonably required under the terms of such underwriting arrangements and this
      Agreement.

     

    (b)  Each
      Person that is participating in any registration under this Agreement agrees
      that, upon receipt of any notice from the Company of the happening of any event
      of the kind described in Section 2.6(e) or Section 2.6(i)
      above, such Person will forthwith
      discontinue the disposition of its Registrable Securities pursuant to the
      Registration Statement and all use of the Registration Statement or any
      prospectus or related document until such Person’s receipt of the copies of a
      supplemented or amended prospectus as contemplated by such
Section 2.6(e) or
Section 2.6(i)
      and, if so
      directed by the Company, will deliver to the Company (at the Company’s expense)
      all copies, other than permanent file copies, then in such Designated Holder’s
      possession of such documents at the time of receipt of such
      notice.  Furthermore, each Designated Holder agrees that if such
      Designated Holder uses a prospectus in connection with the offering and sale
      of
      any of the Registrable Securities, the Designated Holder will use only the
      latest version of such prospectus provided by Company.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    2.11  Compliance.  With
      respect to any registration under this Agreement, each Designated Holder shall
      comply in all material respects with all applicable securities and other laws,
      rules and regulations, including but not limited to all rules and regulations
      of
      the SEC, the National Association of Securities Dealers and any securities
      exchange or quotation service on which the Company’s securities are listed or
      quoted.

     

     

    ARTICLE
      3

     

    TRANSFERS
      OF CERTAIN RIGHTS

    
       

3.1  Transfer.  The
      rights granted to the Buyers under this Agreement may be transferred, subject
      to
      the provisions of Sections 3.2
      and 3.3; provided that nothing contained
      herein shall be deemed to permit an assignment, transfer or disposition of
      the
      Registrable Securities in violation of the terms and conditions of the
      Securities Purchase Agreement or applicable law.

     

    3.2  Transferees.  Any
      transferee to whom rights under this Agreement are transferred shall, before
      and
      as a condition to such transfer, deliver to the Company a written instrument
      (i)
      stating the name and address of the transferor and the transferee and the number
      of Registrable Securities with respect to which the rights are intended to
      be
      transferred, and (ii) by which such transferee agrees to be bound by the
      obligations imposed upon the Buyers under this Agreement to the same extent
      as
      if such transferee were a Buyer hereunder.

     

    3.3  Subsequent
      Transferees.  A transferee to whom rights are transferred pursuant
      to this Section 3 may not again transfer such rights to any other
      Person, other than as provided in Sections 3.1 or 3.2
      above.

     

     

    ARTICLE
      4

     

    
      MISCELLANEOUS

       

    

    4.1  Recapitalizations,
      Exchanges, etc.  The provisions of this Agreement shall apply to
      the full extent set forth herein with respect to (a) the Registrable Securities,
      (b) any and all shares of Common Stock into which the Registrable Securities
      are
      converted, exchanged or substituted in any recapitalization or other capital
      reorganization by the Company, and (c) any and all equity securities of the
      Company or any successor or assign of the Company (whether by merger,
      consolidation, sale of assets or otherwise) which may be issued in respect
      of,
      in conversion of, in exchange for or in substitution of, the Registrable
      Securities and shall be appropriately adjusted for any stock dividends, splits,
      reverse splits, combinations, recapitalizations and the like occurring after
      the
      date hereof. The Company shall cause any successor or assign (whether by merger,
      consolidation, sale of assets or otherwise) to enter into a new registration
      rights agreement with the Designated Holders on terms substantially the same
      as
      this Agreement as a condition of any such transaction.

     

    4.2  No
      Inconsistent Agreements.  The Company has not and shall not enter
      into any agreement with respect to its securities that is inconsistent with
      the
      rights granted to the Buyers in this Agreement.  The parties
      acknowledge and agree that the Company may grant registration rights hereafter,
      which shall be pari passu with the registration rights of the Buyers, and shall
      not be deemed to conflict with this covenant.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    4.3  Amendments
      and Waivers.  The provisions of this Agreement may be amended and
      the Company may take action herein prohibited, or omit to perform any act herein
      required to be performed by it, if, but only if, the Company has obtained the
      written consent of Designated Holders of at least a majority of the Registrable
      Securities then in existence.

     

    4.4  Severability.  Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement shall be held to be prohibited by or invalid under applicable law,
      such provision shall be ineffective only to the extent of such prohibition
      or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Agreement.

     

    4.5  Counterparts.  This
      Agreement may be executed in one or more counterparts each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    4.6  Notices.  Any
      notices required or permitted to be given under the terms of this Agreement
      shall be sent by certified or registered mail (return receipt requested) or
      delivered personally or by courier (including a recognized overnight delivery
      service) or by facsimile and shall be effective five days after being placed
      in
      the mail, if mailed by regular United States mail, or upon receipt, if delivered
      personally or by courier (including a recognized overnight delivery service)
      or
      by facsimile, in each case addressed to a party.  The addresses for
      such communications shall be:

     

    If
      to the
      Company:

     

    MISCOR
      Group, Ltd.

    1125
      South Walnut Street

    South
      Bend, Indiana 46619

    Attention:      John
      A. Martel

    James
      M. Lewis, Esq.

    Telephone:     (574)
      234-8131

    Facsimile:        (574)
      232-7648

    


     

    With
      copy
      to:

     

    Barnes
      & Thornburg LLP

    600
      1st Source
      Center

    100
      North
      Michigan Avenue

    South
      Bend, Indiana 46601

    Attention:       Richard
      L. Mintz, Esq.

    Telephone:      (574)
      237-1166

    Facsimile:         (574)
      237-1125

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Buyer:

     

    Tontine
      Capital Partners, L.P.

    55
      Railroad Avenue, 1st Floor

    Greenwich,
      Connecticut 06830

    Attention:        Mr.
      Jeffrey L. Gendell

    Telephone:       (203)
      769-2000

    Facsimile:          (203)
      769-2010

    


     

    With
      copy
      to:

     

    Barack
      Ferrazzano Kirschbaum & Nagelberg LLP

    200
      West
      Madison Street, Suite 3900

    Chicago,
      Illinois 60606

    Attention:         John
      E. Freechack, Esq.

    Telephone:        (312)
      984-3100

    Facsimile:           (312)
      984-3150

    


    Each
      party shall provide notice to the other party of any change in
      address.

     

    4.7  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of Indiana, without regard to the
      conflicts of laws rules or provisions.

     

    4.8  Forum;
      Service of Process.  Any legal suit, action or proceeding brought
      by the Company, Buyers, any other Designated Holders, any Person entitled to
      indemnification or contribution hereunder, or any of their respective Affiliates
      arising out of or based upon this Agreement shall be instituted exclusively
      in
      any federal or state court in the State of Indiana, and each such Person
      irrevocably waives any objection which it may now or hereafter have to the
      laying of venue or any such proceeding, and irrevocably submits to the
      jurisdiction of such courts in any such suit, action or proceeding.

     

    4.9  Captions.  The
      captions, headings and arrangements used in this Agreement are for convenience
      only and do not in any way limit or amplify the terms and provisions
      hereof.

     

    4.10  No
      Prejudice.  The terms of this Agreement shall not be construed in
      favor of or against any party on account of its participation in the preparation
      hereof.

     

    4.11  Words
      in Singular and Plural Form.  Words used in the singular form in
      this Agreement shall be deemed to import the plural, and vice versa, as the
      sense may require.

     

    4.12  Remedy
      for Breach.  The Company hereby acknowledges that in the event of
      any breach or threatened breach by the Company of any of the provisions of
      this
      Agreement, the Designated Holders would have no adequate remedy at law and
      could
      suffer substantial and irreparable damage.  Accordingly, the Company
      hereby agrees that, in such event, the Designated Holders shall be entitled,
      and
      notwithstanding any election by any Designated Holder to claim damages, to
      obtain a temporary and/or permanent injunction to restrain any such breach
      or
      threatened breach or to obtain specific performance of any such provisions,
      all
      without prejudice to any and all other remedies which any Designated Holders
      may
      have at law or in equity.

     

    4.13  Successors
      and Assigns, Third Party Beneficiaries.  This Agreement and all of
      the provisions hereof shall be binding upon and inure to the benefit of the
      parties hereto, each assignee of the Designated Holders pursuant to Article
      3 and their respective successors and assigns and executors, administrators
      and heirs.  Designated Holders are intended third party beneficiaries
      of this Agreement and this Agreement may be enforced by such Designated
      Holders.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    4.14  Amendment
      and Restatement.  This Agreement amends and restates in its
      entirety the Initial Registration Rights Agreement and sets forth the entire
      agreement and understanding between the parties as to the subject matter hereof
      and merges and supersedes all prior discussions, agreements and understandings
      of any and every nature among them.

     

    4.15  Attorneys’
      Fees.  In the event of any action or suit based upon or arising
      out of any actual or alleged breach by any party of any representation,
      warranty, covenant or agreement in this Agreement, the prevailing party shall
      be
      entitled to recover its reasonable attorneys’ fees and expenses of such action
      or suit from the other party in addition to any other relief ordered by any
      court.

     

    4.16  Termination
      of Rights.  All rights under this Agreement will terminate as to a
      Designated Holder when that Designated Holder no longer holds any Registrable
      Securities.

     

    


     

    [Signature
      Page Follows]

     

    


     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
      Registration Rights Agreement to be duly executed as of the date and year first
      written above.

     

    
       

      
        	 	
                COMPANY:

              
	 	 	 
	 	 
	 	
                MISCOR
                  GROUP, LTD.

              
	 	 
	 	 
	 	
                By:

              	/s/
                John A. Martell
	 	
                Title:

              	President


      

    

     

     

    
      
        	 	
                BUYERS:

              
	 	 	 	 
	 	
                TONTINE
                  CAPITAL PARTNERS, L.P.

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                Tontine
                  Capital Management, LLC, its general partner

              
	 	 	 	 
	 	 	
                By:

              	/s/
                Jeffrey L. Gendell
	 	 	 	
                Jeffrey
                  L. Gendell, as managing member

              
	 	 	 	 


      

    

     

    
 

    
      	 	
              TONTINE
                CAPITAL OVERSEAS MASTER FUND, L.P.

            
	 	 	 	 
	 	
              By:

            	
              Tontine
                Capital Overseas GP, L.L.C., its general partner

            
	 	 	 	 
	 	 	
              By:

            	/s/
              Jeffrey L. Gendell
	 	 	 	
              Jeffrey
                L. Gendell, as managing member

            
	 	 	 	 


    

    


     

     

    
       

      19