Exhibit 10.6


 


NOTE MODIFICATION
AGREEMENT


 


This Note Modification Agreement (the “Agreement”)
is dated as of December 9, 2008 and is made by and among 1309 SOUTH CICERO
AVENUE, LLC, a Delaware limited liability company,  and 
5100 NEVILLE ROAD, LLC, a Delaware limited liability company
(collectively, the “Borrowers” and singularly, a “Borrower”) and BANK OF
AMERICA, N.A., a national banking association, as successor by merger to
LaSalle Bank National Association f/k/a LaSalle National Bank f/k/a LaSalle Bank
NI (the “Bank”).


 


R E C I T A
L S


 


A.            Borrowers have
previously delivered to the Bank their Term Note dated January 31, 2008 in
the principal amount of $2,075,000.00 (the “Note”), evidencing a term loan made
by the Bank to the Borrowers; and


 


B.            The Note has several
interest rate options set forth in the Note; and


 


C.            The Borrowers and
Bank have agreed to modify the interest rate charged on the Note;


 


NOW, THEREFORE, in consideration of the foregoing, and for
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


1.             Effective December 9,
2008 and for the balance of the term of this Note, the Note is hereby amended
to provide that (i) the interest rate charged on the Note shall solely be
Adjusted LIBOR, and (ii) the “Adjusted Prime Rate” option and all
provisions applicable thereto is hereby deleted from the Note.


 


2.             The definition of “Adjusted
LIBOR” in the Note is hereby amended to read as follows:


 


“Adjusted LIBOR” means a rate of interest equal to two and one-half percent
(2.5%) per annum in excess of the per annum rate of interest at which U.S.
dollar deposits in an amount comparable to the amount of the relevant LIBOR
Loan and for a period equal to the relevant Interest Period are offered generally
to the Bank in the London Interbank Eurodollar market at 11.00 a.m.
(London time) two Business Days prior to the commencement of each Interest
Period, such rate to remain fixed for such Interest Period.


 


3.             The Note is further
amended to provide the following provision: 
“Notwithstanding anything contained in this Note to the contrary, if a
LIBOR Loan has to be converted due to the unavailability or inability of the
Bank to make or maintain a LIBOR Loan, the LIBOR Loan shall automatically
converted to a loan bearing interest at the Prime Rate plus two and one-half percent
(2.5%) per annum.   Also, if the final
Interest Period before the Maturity Date is less then 30 days, this Note shall
continue to bear interest at Adjusted LIBOR for such final Interest Period.”


 


4.             All references in
the Note to a one-time option to convert the interest rate on the Note to the “Fixed
Rate” and all applicable provisions pertaining to such fixed rate option are
hereby deleted without substitution.


 


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5.             In the event of any
conflict between the terms of this Agreement and the Note, the terms of this
Agreement shall govern.


 


6.             Borrowers
acknowledge and irrevocably agree that the payment and performance of the Note,
as modified hereby, shall continue to be secured by the Loan Documents (as such
term is defined in the Note).


 


7.             Except as expressly
modified by this Agreement, all terms and provisions of the Note shall stand
and remain in full force and effect.


 


(The
signature page follows.)


 


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


 


BORROWERS:


 


1309
SOUTH CICERO AVENUE, LLC


a
Delaware limited liability company


 


	
  By:

  	
  Brad
  Foote Gear Works, Inc.

  	
   

  
	
   

  	
  an Illinois corporation, its Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Ralph Placzek

  	
   

  
	
   

  	
                
  Ralph Placzek

  	
   

  
	
   

  	
  Title:      Vice President of Finance

  	
   

  
				



 


5100
NEVILLE ROAD, LLC


a
Delaware limited liability company


 


	
  By:

  	
  Brad
  Foote Gear Works, Inc.

  	
   

  
	
   

  	
  an Illinois corporation, its Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Ralph Placzek

  	
   

  
	
   

  	
                
  Ralph Placzek

  	
   

  
	
   

  	
  Title:      Vice President of Finance

  	
   

  
				



 


BANK:


 


BANK OF AMERICA, N.A.


 


 


	
   

  	
  By:

  	
    /s/ Katherine Novey

  	
   

  
	
   

  	
   

  	
  Katherine Novey

  	
   

  
	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
					



 


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CONSENT OF
GUARANTOR


 


The undersigned guarantor (“Guarantor”) hereby irrevocably consents to
the Borrowers’ execution and delivery of the attached Note Modification Agreement
(the “Modification”) and reaffirms to the Bank all of Guarantor’s obligations
under its Unconditional Guaranty dated as of January 31, 2008 executed in
favor of the Bank which guarantees repayment of the Note and all other
guaranteed debt therein described.  All
capitalized terms not defined herein shall have the meaning set forth in the
Modification.


 


(The
signature page follows.)


 


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Guarantor:


 


BRAD FOOTE GEAR WORKS, INC.


 


 


	
  By:

  	
      /s/ Ralph Placzek

  	
   

  
	
   

  	
  Ralph Placzek

  	
   

  
	
  Title:

  	
  Vice President of Finance

  	
   

  
				



 


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