EX-10.5



 Exhibit 10.5 
 THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY BDEWEES, INC. AND XGEN III, LTD. IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT
OPERATING DIVISION, DATED AS OF NOVEMBER 30, 2011. 
 SECOND AMENDED AND RESTATED 

PROMISSORY NOTE 
 (SECURED BY PERSONAL PROPERTY) 
  

					
		    		  	Date of Note: November 30, 2007
		    		  	Amendment: December 1, 2010
	 Principal Amount: $2,000,000.00
	    	Second Amendment: November 30, 2011 (the “Second Amendment Date”)    


 This Note amends and restates the original promissory note dated November 30, 2007, as amended and restated on
December 1, 2010, in the original principal amount of $2,000,000.00 made by Magnetech Industrial Services, Inc., an Indiana corporation, and MISCOR Group, Ltd., an Indiana corporation, both with an address at 800 Nave Road SE,
Massillon, Ohio 44646 (collectively “Borrowers”), and delivered to BDeWees, Inc., an Ohio corporation, (“Lender”) with an address at 6424 Selkirk Circle NW, Canton, Ohio 44718. 

PROMISE TO PAY. Borrowers, jointly and severally, promise to pay Lender, or order, in lawful money of the United States of America, the principal
amount of Two Million Dollars ($2,000,000.00), together with interest on the unpaid principal balance from November 30, 2007, until paid in full. 
 PAYMENT. Borrowers will pay regular monthly payments of all accrued unpaid interest to date, with the first such payment beginning January 1, 2008, and with all subsequent interest payments to
be due on the same day of each successive month thereafter. 
  

	 	(a)	Beginning on January 1, 2012 and through and including December 1, 2012, each monthly payment will consist of a principal payment of $10,000.00, plus all
unpaid interest accrued to the date of such installment payment. 

  

	 	(b)	Beginning on January 1, 2013, each monthly payment will consist of a principal payment of $15,000.00, plus all unpaid interest accrued to the date of such
installment payment. 

  

	 	(c)	Borrowers’ final payment on this Note, due on August 1, 2013, will be a balloon payment equal to the outstanding principal balance of this Note and all
unpaid interest having accrued to date. 

 Interest accruing on this Note for any given period is computed on the basis of a
360-day year; that is, by dividing the annual interest rate by a year of 360-days, multiplied by the outstanding principal balance, multiplied by the actual number of days within the given period (not to exceed the number of days in which the amount
of the outstanding principal balance remained the same). Borrowers will pay Lender at 6424 Selkirk Circle NW, Canton, Ohio 44718 or at such other place as Lender may designate in writing. 

VARIABLE INTEREST RATE. (a) Beginning on the day after the Second Amendment Date through June 30, 2012, the interest
rate on this Note shall be the Index Rate plus six percentage points, but shall not be less than ten and one half of one percent
(10 1/2%) per annum without compounding, and
(b) commencing July 1, 2012 and thereafter, the interest rate on this Note shall be the Index Rate plus nine percentage points, but shall not be less than nineteen percent (19%) per annum without compounding. Under no circumstances
will the interest rate on this Note be more than the maximum rate allowed by applicable law. 
 “Index Rate” means the prime
rate published by The Wall Street Journal, and if that rate is not available for any reason, then the prime rate announced by Charter One Bank, Cleveland, Ohio (“Bank”) from time to time which is not necessarily the lowest rate
charged by Bank on its loans and is set by Bank in its sole discretion. If the Index Rate becomes unavailable during the term of this Note, Lender may designate a substitute index from a comparable financial institution in the Cleveland, Ohio, area
after notifying Borrowers. 







 PREPAYMENT. Borrowers may pay without penalty all or a portion of the amount owed earlier than it is
due. Early payments will not, unless agreed to by Lender in writing, relieve Borrowers of Borrowers’ obligations to continue to make the monthly payments described above. Rather, early payments will reduce the principal balance due. Borrowers
agree not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrowers send such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrowers
will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument which indicates that the payment constitutes “payment in full” of the
amount owed or which is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: BDeWees, Inc., 6424 Selkirk Circle NW, Canton, Ohio 44718. 

LATE CHARGE. If a payment is 7 days or more late, Borrowers will be charged 10.000% of the unpaid portion of the regularly scheduled payment.

 INTEREST AFTER DEFAULT. Upon an Event of Default, including (a) failure to make any principal payments pursuant to that
certain Loan Extension and Modification Agreement, dated November 30, 2011, among Borrowers and Lender (the “Modification Agreement”), and (b) timely payment upon final maturity, Lender, at its option, may, if permitted under
applicable law, increase the variable interest rate on this Note to five (5) percentage points over the then applicable interest rate. The interest rate will not exceed the maximum rate permitted by applicable law. 

DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note: 

Payment Default. Borrowers fail to make any payment in full when due under this Note. 

Other Defaults. Borrowers fail to comply with or to perform any other term, obligation, covenant or condition contained in this
Note or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and one or both Borrowers (including without limitation the Modification Agreement) or on any agreement by and between
Lender and 3-D Service, Ltd (“3-D”) or contained in any note made by Borrowers to XGen III, Ltd., an Ohio limited liability company (“XGen”) or in any agreement between XGen and any one or both Borrowers or in any agreement
between XGen and 3-D. 
 Cure Provisions. If any default, other than a default in payment is curable, it may be cured (and
no event of default will have occurred) if Borrowers, after receiving written notice from Lender demanding cure of such default cure the default within thirty (30) days. 
 LENDER’S RIGHTS. Upon an Event of Default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due and payable, and then Borrowers
will pay that amount. Lender’s rights are subject to the provisions of an Intercreditor Agreement dated November 30, 2007, by and between Lender and XGen. 
 SECURITY. This Note is secured in accordance with the provisions of a security agreement between Lender and 3-D dated November 30, 2007, as amended, by 3-D’s successor in interest by
merger, Magnetech Industrial Services, Inc. (“Magnetech”), as well as in accordance with the provisions of other security agreements between Lender and Magnetech now or hereafter entered into. 

ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrowers do not pay. Borrowers will pay Lender
the costs for collection efforts. This includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is a lawsuit, including attorneys’ fees, expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrowers also will pay any court costs, in addition to all other sums provided by law. All of the
amounts set forth in this paragraph shall become part of the principal amount due and owing under this Note, and as such shall bear interest hereunder until paid in full. Nevertheless, if Borrowers are prevailing parties in any claim or lawsuit
between Borrowers and Lender regarding this Note, then Borrowers shall not owe Lender any fees or expenses and, instead, Lender shall reimburse Borrowers for the attorneys fees and expenses they incur in such action. 

  
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 GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and
the laws of the State of Ohio. This Note has been made and entered into in the State of Ohio. Borrowers consent to personal jurisdiction in the courts in the State of Ohio. 
 SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrowers, and upon Borrowers’ successors and assigns, and shall inure to the benefit of Lender and its successors and
assigns. 
 GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrowers do
not agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in the nature of a
fee for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the
State of Ohio (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this Note, and when the principal has been paid in full, be refunded
to Borrowers. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. No single or partial exercise of any right, power or remedy of Lender shall preclude the exercise of any other right, power or
remedy. Borrowers and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waives presentment, demand for payment, and notice of dishonor. The records of Lender shall constitute presumptive evidence of the
amounts owing under this Note. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this Note or release any party or guarantor collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and
take any other action deemed necessary by Lender without the consent of or notice to anyone. Borrowers, and all endorsers of this Note, hereby waive all acts on the part of the Lender or holder of this Note required in fixing Borrowers’
liability hereunder, including, without limitation, presentment, demand, notice of dishonor, protest, and notice of non-payment and protest, and any other notice whatsoever, and further waive any default by reason of extension of time for payment or
any other indulgence or forbearance granted to Borrowers or endorser hereof. 
 Borrowers hereby acknowledge that the proceeds of this Note have
been used for business purposes and not for consumer, family or household purposes. 
 CONFESSION OF JUDGMENT. Each of the Borrowers
authorizes any attorney of record to appear for it in any court of record in the State of Ohio, after an obligation becomes due and payable whether by its terms or upon default, waive the issuance and service of process, and release all errors, and
confess a judgment against it in favor of the holder of such obligation, for the principal amount of such obligation plus interest thereon, together with court costs and attorneys’ fees. Stay of execution and all exemptions are hereby waived.
If any obligation is referred to an attorney for collection, and the payment is obtained without the entry of a judgment, the obligors shall pay to the holder of such obligation its attorneys’ fees. 

PRIOR TO SIGNING THIS NOTE, BORROWERS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWERS
AGREE TO THE TERMS OF THE NOTE. 
 BORROWERS ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. 

  
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	BORROWERS:
	
	MAGNETECH INDUSTRIAL SERVICES, INC.
		
	By:	 	 
		 	Michael P. Moore, President & CEO


 WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME
A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART
TO COMPLY WITH THIS AGREEMENT, OR ANY OTHER CAUSE. 
  

			
	MISCOR GROUP, LTD.
		
	By:	 	 
		 	Michael P. Moore, President & CEO


 WARNING – BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME
A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART
TO COMPLY WITH THIS AGREEMENT, OR ANY OTHER CAUSE. 

  
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