Exhibit 10.2


 


THIRTY-FIFTH AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT


 


THIS THIRTY-FIFTH AMENDMENT
AND WAIVER TO LOAN AND SECURITY AGREEMENT, dated as of May 8, 2009 (this “Amendment”),
is by and between BRAD FOOTE GEAR WORKS, INC. (f/k/a BFG Acquisition Corp.), an
Illinois corporation (the “Borrower”) and BANK OF AMERICA, N.A., (f/k/a
LaSalle Bank National Association, f/k/a LaSalle National Bank, f/k/a LaSalle
Bank N.I.) (the “Lender”).


 


WHEREAS, the Borrower and
the Lender are party to that certain Loan and Security Agreement, dated as of January 17,
1997 (as amended to date, the “Loan Agreement”; capitalized terms used
herein, but not otherwise defined herein, shall have the meanings given them in
(or by reference in) the Loan Agreement);


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties
hereto agree to amend the Loan Agreement as follows:


 


SECTION 1.                                AMENDMENTS.  Effective as of the Amendment Effective Date
(as hereinafter defined), the Loan Agreement shall be amended as follows:


 


1.1                                 The fifth paragraph of Section 10 of
the Loan Agreement shall be amended and restated in its entirety to read as
follows:


 


“As soon as available, but
not later than (i) fifteen (15) days after the end of each calendar month
other than March, June, September and December and (ii) twenty-five
(25) days after the end of each of the calendar months of March, June, September and
December, Borrower shall deliver to the Lender (i) a monthly accounts
receivable aging and a monthly accounts payable aging and (ii) internally
prepared monthly financial statements of Borrower and Parent, in form and
content satisfactory to Lender, which monthly statements shall include an
income statement, balance sheet and cash flow statement for the most recently
ended calendar month and on a year to date basis, and shall show a comparison
for such calendar month and on a year to date basis versus the same period of
the prior calendar year.  The validity
and accuracy of such financial statements shall be certified by the chief
executive or financial officer of the Borrower or Parent, as applicable, in a
form satisfactory to the Lender.”


 


1.2                                 Sections 14.1(d) through (f) of
the Loan Agreement shall be amended and restated in their entirety to read as
follows:


 


“(d)                           Senior Debt to
EBITDA.  As of the end of each fiscal
quarter set forth below, the Borrower shall maintain a ratio of Senior Debt to
trailing twelve (12) month EBITDA of not greater than the ratio set forth below
across from such period:


 


	
  Period

  	
   

  	
  Maximum
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  fiscal quarter ended March 31, 2009

  	
   

  	
  3.4 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  fiscal quarter ended June 30, 2009

  	
   

  	
  8.4 to 1.0

  	
   

  



 

















 


	
  fiscal quarter ended September 30, 2009

  	
   

  	
  3.4 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  fiscal quarter ended December 31, 2009 and each fiscal quarter
  thereafter

  	
   

  	
  3.0 to 1.0

  	
   

  



 


(e)                                  Cash Flow
Coverage.  As of the
end of each fiscal quarter set forth below, the Borrower shall maintain a Cash
Flow Coverage of not less than the ratio set forth below across from such
period; provided, however, that this covenant shall not be
measured for the fiscal quarter ended June 30, 2009:


 


	
  Period

  	
   

  	
  Minimum Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  fiscal quarter ended March 31, 2009

  	
   

  	
  0.35 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  fiscal quarter ended June 30, 2009

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  fiscal quarter ended September 30, 2009

  	
   

  	
  0.80 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  fiscal quarter ended December 31, 2009

  	
   

  	
  1.10 to 1.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  fiscal quarter ended March 31, 2010 and each fiscal quarter
  thereafter

  	
   

  	
  1.25 to 1.0

  	
   

  



 


(f)                                    Minimum EBITDA.  As of the end of each calendar month set
forth below, the Borrower shall maintain a minimum cumulative EBITDA commencing
January 1 of the applicable calendar year and ending on the last day of
such calendar month of not less than the amount set forth below across from
such month in the applicable calendar year.


 


	
  Period

  	
   

  	
  Minimum EBITDA

  2009

  	
   

  	
  Minimum EBITDA

  2010 and 2011

  	
   

  
	
  January

  	
   

  	
   

  	
   

  	
  $

  	
  1,046,000

  	
   

  
	
  February

  	
   

  	
   

  	
   

  	
  $

  	
  1,838,000

  	
   

  
	
  March

  	
   

  	
  $

  	
  611,000

  	
   

  	
  $

  	
  2,571,000

  	
   

  
	
  April

  	
   

  	
  $

  	
  1,205,000

  	
   

  	
  $

  	
  2,340,000

  	
   

  
	
  May

  	
   

  	
  $

  	
  986,000

  	
   

  	
  $

  	
  3,312,000

  	
   

  
	
  June

  	
   

  	
  $

  	
  1,674,000

  	
   

  	
  $

  	
  4,099,000

  	
   

  
	
  July

  	
   

  	
  $

  	
  2,527,000

  	
   

  	
  $

  	
  4,940,000

  	
   

  
	
  August

  	
   

  	
  $

  	
  3,607,000

  	
   

  	
  $

  	
  5,878,000

  	
   

  
	
  September

  	
   

  	
  $

  	
  4,891,000

  	
   

  	
  $

  	
  6,982,000

  	
   

  
	
  October

  	
   

  	
  $

  	
  6,167,000

  	
   

  	
  $

  	
  8,044,000

  	
   

  
	
  November

  	
   

  	
  $

  	
  7,434,000

  	
   

  	
  $

  	
  8,835,000

  	
   

  
	
  December

  	
   

  	
  $

  	
  8,685,000

  	
   

  	
  $

  	
  9,919,000

  	
  ”

  



 


2

















 


SECTION 2.                                WAIVER.


 


2.1                                 The Lender hereby waives:


 


(a)                                  the Borrower’s failure to deliver the
documents required by and as set forth in the fifth paragraph of Section 10
of the Loan Agreement solely for the calendar month of March 2009;


 


(b)                                 the Borrower’s failure to deliver the
updated Schedule 10.1 as set forth in the seventh paragraph of Section 10
of the Loan Agreement solely for the quarter ended March 31, 2009;


 


(c)                                  the Borrower’s failure to deliver the
certification by the chief executive or financial officer of the Borrower of
the validity and accuracy of the Borrower’s financial statements delivered
pursuant to the fifth paragraph of Section 10 of the Loan Agreement solely
for the calendar months of January 2009, February 2009 and March 2009;


 


(d)                                 the Borrower’s failure to deliver the
certified monthly financial statements of the Parent pursuant to the fifth
paragraph of Section 10 of the Loan Agreement at any time prior to the
date hereof;


 


(e)                                  the Borrower’s failure to deliver the
monthly accounts receivable aging or the monthly account payable aging pursuant
to the fifth paragraph of Section 10 of the Loan Agreement solely for the
calendar month of February 2009; and


 


(f)                                    the Borrower’s violation of the financial
covenants set forth in (i) Section 14.1(d) of the Loan Agreement
solely for the fiscal quarter ended March 31, 2009 but only to the extent
that such failure would not cause any Default or Event of Default under the
Loan Agreement as amended hereby, (ii) Section 14.1(e) of the
Loan Agreement solely for the fiscal quarter ended March 31, 2009 but only
to the extent that such failure would not cause any Default or Event of Default
under the Loan Agreement as amended hereby, (iii) Section 14.1(f) of
the Loan Agreement solely for each of the calendar months of January 2009,
and February 2009 and (iv) Section 14.1(f) of the Loan
Agreement solely for each of the calendar months of March 2009 and April 2009,
but only to the extent that such failure would not cause any Default or Event
of Default under the Loan Agreement as amended hereby (each of the foregoing clauses (a), (b), (c),
(d), (e) and (f) collectively the “Known
Defaults”).


 


2.2                                 Consistent with the foregoing, nothing
contained herein shall be deemed to be a waiver or abandonment of (i) any
other Event of Default (whether presently or subsequently existing) other than
the Known Defaults, including any such other Event of Default or breach that is
of the same nature or type (or arises under the same provision of the Loan
Agreement, Loan Documents or Subsidiary Loan Documents) as any of the Known
Defaults, or (ii) any rights, powers and/or remedies presently or
subsequently available to the Lender against the Borrower or any Guarantor
(including any of its property) and/or any other Person or entity (including
any of such Person’s or entity’s property) under the Loan Agreement, any of the
Subsidiary Loan Documents or any of the other Loan Documents, applicable law or
otherwise, relating to any matter other than solely with respect to the Known
Defaults, each of which rights, powers or remedies is hereby specifically and
expressly reserved.


 


3

















 


SECTION 3.                                CONDITIONS PRECEDENT.  This Amendment shall become effective on the
date (the “Amendment Effective Date”) when the Lender shall have
received the following:


 


3.1                                 Amendment.  This
Amendment, duly executed by the parties hereto.


 


3.2                                 Amendment and Wavier Fee; Expenses. 
Payment by the Borrower in immediately available funds of a $25,000
amendment and waiver fee, as well as all reasonable fees and expenses required
to be reimbursed or paid by the Borrower pursuant to Section 5.2
hereof, including, without limitation, the fees and expenses of Mayer Brown LLP,
counsel to the Lender, incurred in connection with the drafting, negotiation,
execution, delivery and effectiveness of this Amendment.  For the avoidance of any doubt, the amendment
and waiver fee payable pursuant to this Section 3.2 shall be in
addition to, and shall not affect the amount or payment dates of, the extension
fee set forth in Section 14.4 of the Loan Agreement.


 


3.3                                 Reaffirmation. 
A Reaffirmation, substantially in the form attached hereto as Exhibit A,
executed by the Parent, 1309 and 5100.


 


3.4                                 Outstanding Deliverables. 
The following items, each in form and substance reasonably satisfactory
to the Lender:


 


(a)                                  internally prepared monthly financial
statements of Borrower for the calendar month of March 2009, which monthly
statements shall include an income statement, balance sheet and cash flow
statement for such month and on a year to date basis, and which shall show a
comparison for such calendar month and on a year to date basis versus the same
period of the prior calendar year, certified by the chief executive or
financial officer of the Borrower;


 


(b)                                 internally prepared monthly financial
statements of the Parent for each of the calendar months of January 2009, February 2009
and March 2009, which monthly statements shall include an income
statement, balance sheet and cash flow statement for such month and on a year
to date basis, and which shall show a comparison for such calendar month and on
a year to date basis versus the same period of the prior calendar year,
certified by the chief executive or financial officer of the Parent; and


 


(c)                                  an updated Schedule 10.1, as of the end
of the fiscal quarter ended March 31, 2009, setting forth the identified
material accounting weaknesses of the Borrower and the Parent, including
necessary steps to correct such issues, the timeframe to correct such issues
and the Person responsible for each corrective step to correct such issues and
the current status of the items listed thereon.


 


SECTION 4.                                REPRESENTATIONS AND WARRANTIES.  To induce the Lender to enter into this
Amendment, the Borrower hereby represents and warrants to the Lender as
follows:


 


4.1                                 Due Authorization, Non-Contravention, etc. 
The execution, delivery and performance by the Borrower of this
Amendment are within its corporate powers, have been duly authorized by all
necessary corporate action, and do not:


 


4

















 


(a)                                  contravene the Borrower’s organizational
documents;


 


(b)                                 contravene any contractual restriction,
law or governmental regulation or court decree or order binding on or affecting
the Borrower; or


 


(c)                                  result in, or require the creation or
imposition of, any Lien on any of Borrower’s properties, other than the
Permitted Liens.


 


4.2                                 Government Approval, Regulation, etc. 
No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or other Person is
required for the due execution, delivery or performance by the Borrower of this
Amendment.


 


4.3                                 Validity, etc. 
This Amendment constitutes the legal, valid and binding obligation of
the Borrower enforceable in accordance with its terms.


 


4.4                                 Event of Default. 
No Event of Default shall occur as a result of, or after giving effect
to, this Amendment.  No Event of Default,
other than the Known Defaults, has occurred and is continuing.


 


4.5                                 Acknowledgements. 
Without in any manner limiting the generality of the release set forth
in Section 5.5 hereof, the Borrower hereby represents, warrants,
covenants and agrees that there exist no offsets, counterclaims or defenses to
payment or performance of the obligations set forth in the Loan Agreement, the
Subsidiary Loan Documents or the other Loan Documents and, in consideration
hereof, expressly waives any and all such offsets, counterclaims and defenses
arising out of any alleged acts, transactions or omissions on the part of the
Lender arising (or otherwise relating to the period) on or prior to the
Amendment Effective Date.


 


SECTION 5.                                MISCELLANEOUS.


 


5.1                                 Continuing Effectiveness, etc. 
This Amendment shall be deemed to be an amendment to the Loan Agreement,
which shall remain in full force and effect and is hereby ratified, approved
and confirmed in each and every respect. 
After the effectiveness of this Amendment in accordance with its terms,
all references to the Loan Agreement in the Loan Documents or the Subsidiary
Loan Documents or in any other document, instrument, agreement or writing shall
be deemed to refer to the Loan Agreement as amended hereby.


 


5.2                                 Payment of Costs and Expenses. 
The Borrower agrees to pay on demand all expenses of the Lender
(including the fees and out-of-pocket expenses of counsel to the Lender) in
connection with the drafting, negotiation, execution, delivery and
effectiveness of this Amendment.


 


5.3                                 Mayer Brown Expenses. 
Without limiting the generality of Section 5.2, the Borrower
agrees to pay, within ten (10) Business Days of receipt of an invoice, the
fees and expenses of Mayer Brown LLP, counsel to the Lender, incurred in
connection with the representation of the Lender in this matter.


 


5

















 


5.4                                 General Loan Agreement Compliance. 
All provisions of the Loan Agreement (as expressly amended in Section 1),
the Subsidiary Loan Documents and the other Loan Documents shall continue in
full force and effect in accordance with the provisions thereof and the
Borrower reaffirms all its agreements under the Loan Agreement, the Subsidiary
Loan Documents and the other Loan Documents. 
The Borrower shall comply with the provisions of the Loan Documents and
Subsidiary Loan Documents to which it is a party, including, without
limitation, the timely payment of all scheduled principal and interest
payments.


 


5.5                                 Release and Covenant Not to Sue. 
In consideration of the agreements and understandings in this Agreement,
the Borrower, for itself and on behalf of the Borrower’s Derivative/Successor
Persons, hereby knowingly and voluntarily, unconditionally and irrevocably,
absolutely, finally and forever releases, acquits and discharges each Lender
Released Party from any Claim relating in any manner whatsoever to any of the
Loan Documents, including any transaction contemplated thereby or undertaken in
connection therewith, or otherwise to the Borrower’s credit relationship with the
Lender, which relates or may relate in any manner whatsoever to any facts,
known or unknown, in existence on or at any time prior to the Amendment
Effective Date (each a “Borrower-Related Claim”).


 


The Borrower hereby
knowingly and voluntarily, unconditionally and irrevocably, absolutely finally
and forever covenants that it shall refrain, and further shall direct any
Derivative/Successor Person to refrain, from commencing or otherwise
prosecuting any action, suit or other proceeding of any kind, nature,
character, or description, including in law or in equity, against any Lender
Released Party on account of any Borrower-Related Claim.  Each Lender Released Party shall be entitled
to enforce this covenant through specific performance.  In addition to any other liability which
shall accrue upon the breach of this covenant, the breaching party (including
any Derivative/Successor Person of the Borrower that commences or prosecutes
any such action, suit or other proceeding) shall be liable to such Lender Released
Party for all reasonable attorneys’ fees and costs incurred by such party in
the defense of any such action, suit or other proceeding.


 


The following terms shall
have the following definitions when used in this Section 5.5:


 


“Claims”
shall mean, with respect to the Borrower, any and all claims, counterclaims,
actions, causes of action (including, any relating in any manner to any
existing litigation or investigation), suits, obligations, controversies,
defenses, debts, liens, contracts, agreements, covenants, promises,
liabilities, damages, penalties, demands, threats, compensation, losses, costs,
judgments, orders, interest, fee, or expense (including attorneys’ fees and
expenses) or other similar items of any kind, type, nature, character or
description, including, whether in law, equity or otherwise, whether now known
or unknown, whether in contract or in tort, whether choate or inchoate, whether
contingent or vested, whether liquidated or unliquidated, whether fixed or
unfixed, whether matured or unmatured, whether suspected or unsuspected, and
whether or not concealed, sealed or hidden, of the Borrower and/or which may be
asserted by the Borrower, through the Borrower or otherwise on the behalf of
the Borrower (including those which may be asserted on any derivative basis),
which have existed at any time on or prior to the date hereof.


 


6

















 


“Derivative/Successor
Person” shall mean, with respect to the Borrower, any person or other
entity (including any former, current, or future employee, officer, agent,
attorney, board member, shareholder, parent, subsidiary, partnership, joint
venture, other affiliate, spouse, relative, heir, beneficiary, legal
representative, creditor, successor or assign) that may assert or may attempt
to assert any Claim by or otherwise belonging to the Borrower, through the
Borrower or otherwise on behalf of the Borrower (including on any derivative
basis).


 


“Lender
Released Parties” shall mean the Lender and each of its former, current,
and future subsidiaries, parents, partnerships, joint ventures, other
affiliates, officers, directors, employees, attorneys, agents (including
consultants), assigns, heirs, executors, administrators, predecessors,
successors and assigns.


 


5.6                                 Severability. 
Any provision of this Amendment which is prohibited or unenforceable in
any jurisdiction shall, as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Amendment or affecting the
validity or enforceability of such provision in any other jurisdiction.


 


5.7                                 Headings.  The various
headings of this Amendment are inserted for convenience only and shall not
affect the meaning or interpretation of this Amendment or any provisions
hereof.


 


5.8                                 Execution in Counterparts. 
This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement.


 


5.9                                 Governing Law. 
THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS (INCLUDING 735 ILCS SECTION 105/5-5),
BUT OTHERWISE WITHOUT GIVING EFFECT TO ANY OF SUCH STATE’S CONFLICTS-OF-LAW
PROVISIONS.


 


5.10                           Successors and Assigns. 
This Amendment shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.


 


[Signature
Pages Follow]


 


7

















 


IN WITNESS WHEREOF, the
undersigned have duly executed this Amendment as of the date first set forth
above.


 


	
   

  	
  BRAD FOOTE GEAR WORKS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ralph Placzek

  
	
   

  	
  Name:

  	
  Ralph Placzek

  
	
   

  	
  Title:

  	
  Vice President of Finance and Treasurer

  



 


Thirty Fifth Amendment
and Waiver to


Loan and Security
Agreement


Signature Page


 


S-1

















 


	
   

  	
  BANK OF AMERICA, N.A., as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sandra H. Bennett

  
	
   

  	
  Name:

  	
  Sandra H. Bennett

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


Thirty Fifth Amendment
and Waiver to


Loan and Security
Agreement


Signature Page


 


S-2

















 


EXHIBIT A


 


REAFFIRMATION


 


THIS REAFFIRMATION (this “Reaffirmation”)
dated as of May     , 2009, is made by each of the
undersigned (each, an “Undersigned”), in favor of the Lender (as defined
below).


 


R  E  C  I  T
A  L  S:


 


1.                                       Brad Foote Gear
Works, Inc. (the “Borrower”) and Bank of America, N.A., as lender
(in such capacity, the “Lender”) are parties to that certain Loan and
Security Agreement, dated as of January 17, 1997 (as amended to date and
in effect on the date hereof, the “Existing Credit Agreement”).


 


2.                                       The Borrower
and the Lender have agreed to amend the Existing Credit Agreement pursuant to
that certain Thirty-fifth Amendment and Waiver to Loan and Security Agreement
(the “Thirty-fifth Amendment”) of even date herewith (the Existing
Credit Agreement, as amended by the Thirty-fifth Amendment, and as such may be
further amended, modified, restated or supplemented from time to time, the “Credit
Agreement”).


 


3.                                       Each of the
Undersigned is party to one or more Loan Documents (collectively, the “Reaffirmed
Documents”) relating to the Credit Agreement.


 


4.                                       It is a
condition precedent to the occurrence of the Amendment Effective Date (as
defined in the Thirty-fifth Amendment) that each of the Undersigned execute and
deliver this Reaffirmation.


 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Lender to enter into the Thirty-fifth
Amendment, each Undersigned agrees, for the benefit of the Lender, as follows:


 


ARTICLE I.

DEFINITIONS


 


Capitalized terms used
herein that are defined in the Credit Agreement shall have the same meanings when
used herein unless otherwise defined herein.


 


ARTICLE II.

REAFFIRMATION


 


Each Reaffirmed Document
remains in full force and effect and is hereby ratified and confirmed, and from
and after the date hereof, each reference that appears in any of the Reaffirmed
Documents to the Existing Credit Agreement shall be deemed to be a reference to
the Credit Agreement.


 


1

















 


ARTICLE
III.

MISCELLANEOUS PROVISIONS


 


SECTION 3.1.  Loan Document.  This Reaffirmation is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.


 


SECTION 3.2.  Severability.  Any provision of this Reaffirmation which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Reaffirmation or affecting the validity or enforceability of such provision in
any other jurisdiction.


 


SECTION 3.3.  Headings.  The various headings of this reaffirmation
are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.


 


SECTION 3.4.  Execution in Counterparts.  This Reaffirmation may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


 


SECTION 3.5  Governing Law.  THIS REAFFIRMATION SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS
(INCLUDING 735 ILCS SECTION 105/5-5), BUT OTHERWISE WITHOUT GIVING EFFECT
TO ANY OF SUCH STATE’S CONFLICTS-OF-LAW PROVISIONS.


 


SECTION 3.6  Successors and Assigns.  This Reaffirmation shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


SECTION 3.7  Release and Covenant Not to Sue.  Each of the Undersigned agrees that it shall
be bound by the release set forth in Section 5.5 of the Thirty-fifth
Amendment as if such provision applied directly to such party mutatis mutandis.


 


[Remainder of page intentionally
left blank]


 


2

















 


IN WITNESS WHEREOF, the parties hereto, by their
officers duly authorized, have caused this Reaffirmation to be duly executed
and delivered as of the date first above written.


 


	
   

  	
  BROADWIND ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1309 SOUTH CICERO AVENUE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  5100 NEVILLE ROAD, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


3