**Exhibit 10.3**

 

REAFFIRMATION

 

THIS REAFFIRMATION (this “Reaffirmation”)dated as of May 8, 2009, is made by each of the undersigned (each, an “Undersigned”),in favor of the Lender (as defined below).

 

RECITALS:

 

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 datehereof, the “Existing Credit Agreement”).

 

2.                                       The Borrower and the Lenderhave agreed to amend the Existing Credit Agreement pursuant to that certainThirty-fifth Amendment and Waiver to Loan and Security Agreement (the “Thirty-fifthAmendment”) of even date herewith (the Existing Credit Agreement, asamended 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 isparty to one or more Loan Documents (collectively, the “Reaffirmed Documents”)relating to the Credit Agreement.

 

4.                                       It is a condition precedentto the occurrence of the Amendment Effective Date (as defined in theThirty-fifth Amendment) that each of the Undersigned execute and deliver thisReaffirmation.

 

NOW THEREFORE, for good and valuableconsideration, 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 aredefined in the Credit Agreement shall have the same meanings when used hereinunless otherwise defined herein.

 

ARTICLE II.REAFFIRMATION

 

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

 

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ARTICLEIII.MISCELLANEOUS PROVISIONS

 

SECTION 3.1.  LoanDocument.  This Reaffirmation is aLoan Document executed pursuant to the Credit Agreement and shall (unlessotherwise expressly indicated herein) be construed, administered and applied inaccordance with the terms and provisions thereof.

 

SECTION 3.2.  Severability.  Any provision of this Reaffirmation which isprohibited or unenforceable in any jurisdiction shall, as to such provision andsuch jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions of thisReaffirmation or affecting the validity or enforceability of such provision inany other jurisdiction.

 

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

 

SECTION 3.4.  Execution in Counterparts.  This Reaffirmation may be executed by theparties hereto in several counterparts, each of which shall be deemed to be anoriginal and all of which shall constitute together but one and the sameagreement.

 

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

 

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

 

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

 

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

 
|   | BROADWIND ENERGY, INC.        |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By:                           | /s/ J. Cameron Drecoll |
|   | Name:                         | J. Cameron Drecoll |
|   | Title:                        | Chief Executive Officer |
|   |                          |
|   |                          |
|   | 1309 SOUTH CICERO AVENUE, LLC |
|   |                          |
|   |                          |
|   | By:                           | /s/ Ralph Placzek |
|   | Name:                         | Ralph Placzek |
|   | Title:                        | Authorized Signatory |
|   |                          |
|   |                          |
|   | 5100 NEVILLE ROAD, LLC        |
|   |                          |
|   |                          |
|   | By:                           | /s/ Ralph Placzek |
|   | Name:                         | Ralph Placzek |
|   | Title:                        | Authorized Signatory |

 

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