**Exhibit 10.3**

 

REAFFIRMATION

 

THIS REAFFIRMATION (this “Reaffirmation”)dated as of August 7, 2009, is made by each of the undersigned (each, an “Undersigned”),in favor of the Lender (as defined below).

 

RECITALS:

 

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

 

2.             TheBorrower and the Lender have agreed to amend the Existing Loan Agreementpursuant to that certain Third Omnibus Amendment Agreement (the “OmnibusAmendment Agreement”) of even date herewith (the Existing Loan Agreement,as amended by the Omnibus Amendment Agreement, and as such may be furtheramended, modified, restated or supplemented from time to time, the “LoanAgreement”).

 

3.             Eachof the Undersigned is party to one or more Loan Documents (collectively, the “ReaffirmedDocuments”) relating to the Loan Agreement.

 

4.             Itis a condition precedent to the occurrence of the Amendment Effective Date (asdefined in the Omnibus Amendment Agreement) that each of the Undersignedexecute and deliver this Reaffirmation.

 

NOW THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, and in order toinduce the Lender to enter into the Omnibus Amendment Agreement, eachUndersigned agrees, for the benefit of the Lender, as follows:

 

ARTICLE I.DEFINITIONS

 

Capitalized terms used herein that aredefined in the Loan 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 Loan Agreement shall be deemed to be a reference to the LoanAgreement.

 

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ARTICLEIII.MISCELLANEOUS PROVISIONS

 

SECTION 3.1.  LoanDocument.  This Reaffirmation is aLoan Document executed pursuant to the Loan 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:                         | Vice President of Finance  and Treasurer |
|   |                           |   |
|   |                           |   |
|   | 5100  NEVILLE ROAD, LLC        |
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ Ralph Placzek |
|   | Name:                          | Ralph Placzek |
|   | Title:                         | Vice President of  Finance and Treasurer |

 

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