**Exhibit 10.6**

 

**NOTEEXTENSION AGREEMENT**

 

This Note Extension Agreement (the “Agreement”) is dated as of September 29,2008 and is made by and between BRAD FOOTE GEAR WORKS, INC., f/k/a BFGAcquisition Corp., an Illinois corporation (“Borrower”) and LASALLE BANKNATIONAL BANK f/k/a LaSalle National Bank f/k/a LaSalle Bank NI, a nationalbanking association (the “Bank”).

 

**R E C I T AL S**

 

A.            Borrower haspreviously delivered to the Bank its Amended and Restated Renewal Revolving Notedated January 15, 2008 in the principal amount of $10,000,000.00, asmodified and extended by Note Extension Agreements dated as of June 30,2008 and August 30, 2008 (the “Note”), evidencing a revolving  line of credit loan extended by the Bank tothe Borrower; and

 

B.            The Note matures on October 31,2008, and Borrower has asked the Bank to further extend the maturity date ofthe Note until January 15, 2009; and

 

C.            The Bank hasconsented to such loan request, on the terms hereinafter provided.

 

**NOW, THEREFORE,** in consideration of the foregoing, and forvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

 

1.             In the first lineof the first paragraph on page 1 of the Note, the date “October 31,2008” is hereby deleted, and the date “January 15, 2009” is substitutedtherefor.  Borrower confirms to the Bank thatthe Note shall mature on January 15, 2009.

 

2.             Borroweracknowledges and irrevocably agrees that the payment and performance of theNote, as extended hereby, shall continue to be secured by Collateral Documents(as such term is defined in the Loan and Security Agreement dated January 17,1997 between the Borrower and the Bank, as amended from time to time).

 

3.             Except as expresslymodified by this Agreement, all terms and provisions of the Note shall standand remain in full force and effect.

 

**SIGNATUREPAGE FOLLOWS**

 

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**IN WITNESS WHEREOF,** the undersigned have executed this Agreementas of the day and  year first above written.

 
| **BORROWER:**                     |                    |
|-----------------------------------|-------------------------|
|                              |                    |
| BRAD FOOTE GEAR WORKS, INC.       |                    |
|                              |                    |
|                              |                    |
| By:                               | /s/ J. Cameron Drecoll  |   |
|                              | J. Cameron Drecoll      |   |
| Title:                            | Chief Executive Officer |   |
|                              |                    |
|                              |                    |
| **BANK:**                         |                    |
|                              |                    |
| LASALLE BANK NATIONAL ASSOCIATION |                    |
|                              |                    |
|                              |                    |
| By:                               | /s/ Katherine M.  Novey |   |
| Title:                            | Vice President          |   |
|                                   |                         |  |  |  |  |

 

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