**Exhibit 10.2**

** **

**THIRTIETH AMENDMENT TO LOAN AND SECURITYAGREEMENT**

 

**THIS THIRTIETH AMENDMENT TO LOAN AND SECURITYAGREEMENT**(this “Amendment”) is dated as of August 30,2008 between BRAD FOOTE GEAR WORKS, INC. f/k/a BFG Acquisition Corp., anIllinois corporation (“Borrower”) and LASALLE BANK NATIONAL ASSOCIATION f/k/aLaSalle National Bank f/k/a LaSalle Bank NI (“Lender”).

 

**WHEREAS,**Borrowerand Lender have entered in that certain Loan and Security Agreement dated as ofJanuary 17, 1997, as amended by those certain letter amendments dated February 28,1997 and July 23, 1997 and those certain Third, Fourth, Fifth, Sixth,Seventh, Eighth, Ninth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth,Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First,Twenty-Second, Twenty-Third, Twenty- Fourth, Twenty-Fifth, Twenty-Sixth,Twenty-Seventh, Twenty-Eighth and Twenty-Ninth Amendments to Loan and SecurityAgreement dated as of March 30, 1998, December 1, 1998, June 1,1999, December 19, 2000, May 1, 2001, July 1, 2001, April 30,2002, April 29, 2003, July 3, 2003, April 29, 2004, November 15,2004, April 29, 2005, June 15, 2005, February 1, 2006, April 29,2006, November 10, 2006, January 8, 2007, April 29, 2007, June 30,2007, October 4, 2007, October 18, 2007, November 1, 2007, January 15,2008, January 31, 2008, April 11, 2008 and June 30, 2008,respectively, and that certain letter amendment (herein, the “Tenth Amendment”)dated October 17, 2002 (such agreement, as so amended, the “Loan Agreement”)with regard to the following loans made by Lender to Borrower: (i) a$10,000,000.00 revolving line of credit loan (the “Revolving Loan”), (ii) aconsolidated term loan in the original principal sum of $7,899,332.98 (the “TermLoan”), (iii) an $11,000,000.00 non-revolving equipment line of creditloan with term conversion feature (the “Equipment Loan”), (iv) a$9,000,000.00 non-revolving equipment line of credit loan with term conversionfeature (the “Equipment Loan No. 2”) and (v) all other Indebtedness (asdefined in the Loan Agreement); and

 

**WHEREAS,**Lender hasbeen asked to extend the maturity date of the Revolving Loan from August 30,2008 to October 31, 2008 and to make certain modifications to the LoanAgreement; and

 

**WHEREAS,**Lender hasagreed to the foregoing loan requests provided, among other conditions, thatBorrower executes and delivers to this Amendment and the note extensionagreement described below;

 

**NOW, THEREFORE,**forvaluable consideration, the receipt of which is hereby acknowledged, and inconsideration of the foregoing premises, the parties hereto agree as follows:

 

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1.             The capitalized terms used hereinwithout definition shall have the same meaning herein as such terms have in theLoan Agreement.

 

2.             The definition of “Termination Date”in Section 1.1 of the Loan Agreement, is amended in its entirety to readas follows:

 

**“Termination Date”**shall mean October 31, 2008, or such earlier date upon which theRevolving Note becomes due and payable.

 

3.             The first sentence of the firstparagraph in Section 2.3 of the Loan Agreement is amended to read asfollows:

 

“2.3Revolving Note. The Revolving Loan shall be evidenced by an amended andrestated renewal revolving note, executed by the Borrower, dated January 15,2008, as modified by Note Extension Agreements dated as of June 30, 2008and August 30, 2008, payable to the Lender on October 31, 2008, andin the principal sum of Ten Million and 00/100 ($10,000,000.00) Dollars (the “RevolvingNote”).”

 

Hereafter,all references in the Loan Agreement and in this Amendment to the term “RevolvingNote” shall be deemed to refer to the aforesaid amended and restated renewalrevolving note dated January 15, 2008 in the principal sum of$10,000,000.00, executed by Borrower, as modified by Note Extension Agreementsdated as of June 30, 2008 and August 30, 2008, payable to the orderof Lender on October 31, 2008, together with interest payable monthly astherein described.

 

4.             In Section 14.1 of the Loan Agreement, thefollowing subsection (g) entitled “Minimum Excess BorrowingAvailability” is hereby deleted without substitution:

 

“(g)         Minimum Excess BorrowingAvailability. Borrower will at all times on and after May 15, 2008,have a minimum $3,000,000.00 of Excess Borrowing Availability.”

 

5.             All references in the LoanAgreement to any requirement for J. Cameron Drecoll to maintain a lifeinsurance policy in place as security for the Revolving Loan are herebydeleted. The Bank agrees to execute and deliver to Borrower such releases asshall be required to effect such release.

 

6.             The Borrower acknowledges andagrees that the Loan Agreement is and as amended hereby shall remain in fullforce and effect, and that the Collateral is and shall remain subject to the lienand security interest granted and provided for by the Loan Agreement as amendedhereby, for the benefit and security of (a) all obligations andindebtedness heretofore, now or hereafter owed by Borrower to Lender,including, without limitation, the indebtedness evidenced by the RevolvingNote, the Term Note, the Equipment Note, the Equipment No. 2 and all other

 

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Indebtedness (including, without limitation, the repayment of all sumswhen due under the Subsidiary Guaranty).

 

7.             Without limitingthe foregoing, the Borrower hereby agrees that, notwithstanding the executionand delivery hereof, (i) all rights and remedies of the Lender under theLoan Agreement, (ii) all obligations and indebtedness of the Borrowerthereunder, and (iii) the lien and security interest granted and providedfor thereby are and as amended hereby shall remain in full force and effect forthe benefit and security of all obligations and indebtedness of the Borrowerthereunder, including, without limitation, the indebtedness evidenced by theRevolving Note, the Term Note, the Equipment Note, the Equipment Note No. 2and all other Indebtedness (including, without limitation, the repayment of allsums when due under the Subsidiary Guaranty), it being specifically understoodand agreed that this Amendment shall constitute and be an acknowledgment andcontinuation of the rights, remedies, lien and security interest in favor ofthe Lender, and the obligations and indebtedness of the Borrower to the Lender,which exist under the Loan Agreement as amended hereby, each and all of whichare and shall remain applicable to the Collateral.

 

This Amendment confirms and assures a lien and continuing firstpriority security interest in the Collateral heretofore granted in favor of theLender under the Loan Agreement, and nothing contained herein shall in anymanner impair the priority of such lien and security interest.

 

8.             In order to induceLender to enter into this Amendment, the Borrower hereby represents andwarrants to the Lender that as of the date hereto, each of the representationsand warranties set forth in the Loan Agreement, as amended hereby, are true andcorrect and the Borrower is in full compliance with all of the terms andconditions of the Loan Agreement, as amended hereby, and no Event of Default orDefault has occurred and is continuing.

 

9.             Except asspecifically amended and modified hereby, all of the terms and conditions ofthe Loan Agreement shall stand and remain unchanged and in full force andeffect. This instrument shall be construed and governed by and in accordancewith the laws of the State of Illinois (exclusive of choice of law principles).

 

10.           Borrower furtheragrees to reimburse the Lender for its reasonable legal fees incurred indocumenting the aforesaid loan extension hereinabove described.

 

**[signature page follows]**

 

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INWITNESS WHEREOF, the parties have entered into this Thirtieth Amendment to Loanand Security Agreement as of date first above written.

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

 

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