Exhibit 10.2


 


THIRD OMNIBUS AMENDMENT AGREEMENT


 


THIS THIRD OMNIBUS AMENDMENT AGREEMENT, dated
as of August 7, 2009 (this “Amendment”), is by and among BRAD FOOTE
GEAR WORKS, INC. (f/k/a BFG Acquisition Corp.), an Illinois corporation (the “Borrower”),
1309 SOUTH CICERO AVENUE, LLC, a Delaware limited liability company (“1309”),
5100 NEVILLE ROAD, LLC, a Delaware limited liability company (“5100”
and, together with 1309, the “Subsidiaries”) and BANK OF AMERICA, N.A.,
(f/k/a LaSalle Bank National Association, f/k/a LaSalle National Bank, f/k/a
LaSalle Bank N.I.) (the “Lender”).


 


WHEREAS, the Borrower is party to (i) that
certain Loan and Security Agreement, dated as of January 17, 1997 (as
amended to date, the “Loan Agreement”; capitalized terms used herein, but
not otherwise defined herein, shall have the meanings given them in (or by
reference in) the Loan Agreement ), by and between the Borrower and the Lender,
(ii) that certain Amended and Restated Renewal Revolving Note, dated as of
December 9, 2008 (as amended or otherwise modified from time to time, the
“Revolving Note”) in favor of the Lender, (iii) that certain
Consolidated Term Note, dated as of February 1, 2006 (as amended or
otherwise modified from time to time, the “Term Note”) in favor of the
Lender, (iv) that certain Amended and Restated Equipment Line Note, dated
as of November 10, 2006 (as amended or otherwise modified from time to
time, the “Equipment Note”) in favor of the Lender and (v) that
certain Equipment Line Note, dated as of June 30, 2007 (as amended or
otherwise modified from time to time, the “Equipment Note No. 2”)
in favor of the Lender;


 


WHEREAS, the Subsidiaries are party to that
certain Term Note, dated as of January 31, 2008 (as amended or otherwise
modified from time to time, the “Subsidiary Note”) and the Borrower has
guaranteed the obligations of the Subsidiary Note pursuant to that certain
Unconditional Guaranty, dated as of January 31, 2008 (as amended or
otherwise modified from time to time, the “Subsidiary Guaranty”);


 


NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto agree to
amend the above referenced documents as follows:


 


SECTION 1.           AMENDMENTS
TO LOAN AGREEMENT.  Effective as of the
Amendment Effective Date (as hereinafter defined), the Loan Agreement shall be
amended as follows:


 


1.1           Section 1.1 of the Loan Agreement
shall be amended as follows:


 


(a)           The following definitions of
“Intercompany Line of Credit” and “Total Revenue” shall be added in the
appropriate alphabetical order:


 


“Intercompany
Line of Credit” shall mean that certain subordinated, non-interest
bearing, line of credit pursuant to which the Borrower may borrow from Parent,
on a revolving basis, up to a maximum principal amount of $3,000,000.00, which
shall be (i) subordinated to all present and future Indebtedness owed by
the Borrower and/or the Guarantors to Lender in a manner satisfactory to the
Lender and (ii) evidenced by a 


 

















 


promissory note or other
instrument, which shall be delivered to the Lender on or prior to August 13,
2009.


 


“Total Revenue” shall mean, for any period, the aggregate of
all amounts which would be included as total revenue on the income statements
of the Borrower for such period.


 


(b)           The definition of “Intercompany Debt”
shall be amended by deleting the current definition and replacing the same in
its entirety as follows”


 


“Intercompany
Debt” shall mean all indebtedness owed by the Borrower to Affiliates,
other than the Intercompany Line of Credit and Intercompany Trade Payables.


 


1.2           The final paragraph of Section 12 of
the Loan Agreement shall be amended and restated in its entirety to read as
follows:


 


“If Borrower shall at any
time or times hereafter fail to obtain and/or maintain any of the policies of
insurance required herein, or fail to pay any premium in whole or in part
relating to such policies, after ten (10) days written notice to Borrower,
the Lender may, but shall not be obligated to, obtain and/or cause to be
maintained insurance coverage(s) required herein, and pay all or any part
of the premium therefor, without waiving any default by Borrower; and any sums
so disbursed shall be additional loans to Borrower by Lender payable on demand
and such loans shall bear interest at ten percent (10%).  In the event of any loss or damage to any
Collateral exceeding, individually or in the aggregate, $100,000.00 in value
for any calendar year, Borrower will give immediate notice to the Lender and,
in the case of any insured loss or damage, the Lender may make proof of loss if
not made by Borrower within twenty (20) days after such occurrence.  In addition, the Lender shall have the right
to settle and compromise any and all claims exceeding $100,000.00 under any of
the policies required to be maintained by Borrower hereunder and Borrower
hereby appoints the Lender as its attorney-in-fact with power to demand,
receive, and receipt for all monies payable thereunder, to execute in the name
of Borrower or the Lender or both any proof of loss, notice, draft or other
instruments in connection with such policies or any loss thereunder and
generally to do and perform any and all acts as Borrower, but for this
appointment might or could perform.  If
on the date of a loss, no Event of Default shall have occurred and be
continuing, Borrower will be allowed to employ the insurance proceeds to
restore any portion of the Collateral which has been damaged or destroyed.”


 


1.3           Section 13.1(f) of the Loan
Agreement shall be amended and restated in its entirety to read as follows:


 


“(f)          The Borrower, 1309, 5100 or the Parent, as applicable,
is the sole lawful owner of the Collateral. 
The Borrower has the sole right and lawful authority to deliver this
Agreement.  The Collateral and every part
thereof is, and will hereafter remain, free and clear of all security
interests, liens, attachments, levies, and encumbrances of every kind, nature
and description, except the security interest of the Lender and Permitted
Liens.  The Borrower and/or the
applicable Guarantor will warrant and defend the Collateral 


 


2

















 


against any claims and
demands of all Persons at any time claiming the same or any interest therein
adverse to the Lender; and”


 


1.4           Section 13.1(m) of the Loan
Agreement shall be amended and restated in its entirety to read as follows”


 


“(m)        All federal, state and local tax returns (including,
but not limited to, income and payroll tax returns) and other reports required
to be filed by or on behalf of the Borrower have been filed and all Charges
that are due and payable have been paid;”


 


1.5           Sections 14.1(b) through (g) of
the Loan Agreement shall be amended and restated in their entirety to read as
follows:


 


“(b)         Limitation on Intercompany
Debt, Intercompany Trade Payables and Intercompany Line of Credit.


 


(i)            All Intercompany Debt as of March 13,
2009 is set forth on Part 1 of Schedule 14.1(b) hereto.  Upon the incurrence of any additional
Intercompany Debt, the Borrower shall promptly, and in any event within five (5) Business
Days provide an updated Schedule 14.1(b), updating Part 1
hereof.  All Intercompany Debt shall be (A) subordinated
to all present and future Indebtedness owed by the Borrower and/or the
Guarantors to Lender in a manner satisfactory to the Lender and (B) evidenced
by a promissory note or other instrument.


 


(ii)          All Intercompany Trade Payables as of February 28,
2009 are set forth on Part 2 of Schedule 14.1(b) hereto.  At no time shall the aggregate amount of
outstanding Intercompany Trade Payables exceed $350,000 (without giving any
effect to offset).


 


(iii)         The Borrower shall not permit indebtedness owing
under the Intercompany Line of Credit to exceed at any time $3,000,000.


 


(c)           Subordinated
Debt Payments.  Borrower
will not make any payments on Subordinated Debt or on Intercompany Debt, other
than non-cash payments of interest booked as capitalized interest by the Parent
and Borrower in respect of the Intercompany Debt owed to the Parent.  So long as no Default or Event of Default has
occurred, Borrower will be permitted to make payments of principal in respect
to the Intercompany Line of Credit.


 


(d)           Senior Debt to EBITDA.  As of the end of each fiscal quarter set
forth below, the Borrower shall maintain a ratio of Senior Debt to trailing
twelve (12) month EBITDA of not greater than the ratio set forth below across
from such period:


 


3

















 




	
  Period

  	
   

  	
  Maximum
  Ratio

  
	
   

  	
   

  	
   

  
	
  fiscal quarter ended March 31, 2009

  	
   

  	
  3.4 to 1.0

  
	
   

  	
   

  	
   

  
	
  fiscal quarter ended June 30, 2009

  	
   

  	
  8.4 to 1.0

  
	
   

  	
   

  	
   

  
	
  fiscal quarter ended September 30, 2009

  	
   

  	
  7.25 to 1.0

  
	
   

  	
   

  	
   

  
	
  fiscal quarter ended December 31, 2009 and each fiscal quarter
  thereafter

  	
   

  	
  3.0 to 1.0

  






 


(e)           Cash Flow Coverage.  As of the end of each fiscal quarter set
forth below, the Borrower shall maintain a Cash Flow Coverage of not less than
the ratio set forth below across from such period:


 




	
  Period

  	
   

  	
  Minimum
  Ratio

  
	
   

  	
   

  	
   

  
	
  fiscal quarter ended March 31, 2009

  	
   

  	
  0.35 to 1.0

  
	
   

  	
   

  	
   

  
	
  fiscal quarter ended June 30, 2009

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  fiscal quarter ended September 30, 2009

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  fiscal quarter ended December 31, 2009

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  fiscal quarter ended March 31, 2010 and each fiscal quarter
  thereafter

  	
   

  	
  1.25 to 1.0

  






 


(f)            Minimum EBITDA.  As of the end of each calendar month set
forth below, the Borrower shall maintain a minimum cumulative EBITDA commencing
January 1 of the applicable calendar year and ending on the last day of
such calendar month of not less than the amount set forth below across from
such month in the applicable calendar year.


 




	
  Period

  	
   

  	
  Minimum
  EBITDA

  2009

  	
   

  	
  Minimum
  EBITDA

  2010 and 2011

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January

  	
   

  	
  N/A

  	
   

  	
  $

  	
  1,046,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  February

  	
   

  	
  N/A

  	
   

  	
  $

  	
  1,838,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March

  	
   

  	
  N/A

  	
   

  	
  $

  	
  2,571,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April

  	
   

  	
  N/A

  	
   

  	
  $

  	
  2,340,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May

  	
   

  	
  N/A

  	
   

  	
  $

  	
  3,312,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June

  	
   

  	
  N/A

  	
   

  	
  $

  	
  4,099,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July

  	
   

  	
  N/A

  	
   

  	
  $

  	
  4,940,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August

  	
   

  	
  N/A

  	
   

  	
  $

  	
  5,878,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September

  	
   

  	
  N/A

  	
   

  	
  $

  	
  6,982,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October

  	
   

  	
  N/A

  	
   

  	
  $

  	
  8,044,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November

  	
   

  	
  N/A

  	
   

  	
  $

  	
  8,835,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December

  	
   

  	
  N/A

  	
   

  	
  $

  	
  9,919,000

  	
   

  






 


4

















 


(g)             Minimum Cumulative Total
Revenue.  As of the end of each calendar
month set forth below, the Borrower shall maintain a minimum cumulative Total
Revenue commencing July 1, 2009 and ending on the last day of such calendar
month of not less than the amount set forth below across from such month:


 




	
  Period

  	
   

  	
  Minimum
  Cumulative

  Revenue

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 2009

  	
   

  	
  $

  	
   5, 425,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  August 2009

  	
   

  	
  $

  	
   9,850,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 2009

  	
   

  	
  $

  	
  14,120,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 2009

  	
   

  	
  $

  	
  19,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2009

  	
   

  	
  $

  	
  24,425,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 2009

  	
   

  	
  $

  	
  29,600,000”

  	
   

  






 


1.6           Section 15(g) of the Loan
Agreement shall be amended and restated in its entirety to read as follows:


 


“(g)         There shall occur any uninsured damage to or loss,
theft or destruction of any of the Collateral exceeding, individually or in the
aggregate, $100,000 in any calendar year, other than losses incurred in the
ordinary course as a result of defects caused in the manufacture or production
of such Collateral; or”


 


SECTION 2.           AMENDMENT
TO NOTES.  Notwithstanding any other
provision of any of the Notes to the contrary, the Notes shall bear interest at
a rate equal to the greater of (i) LIBOR plus five percent (5.00%) and (ii) seven
percent (7.00%); provided, that for the purposes of clause (i) above,
“LIBOR” shall be defined as the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially
available source providing quotations of BBA LIBOR as designated by the Lender
from time to time) at approximately 11:00 a.m., London time, two (2) Business
Days prior to the commencement of such Interest Period, for U.S. dollar
deposits in an amount comparable to the relevant Loan (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period.


 


SECTION 3.           AMENDMENT
TO SUBSIDIARY NOTE.  Notwithstanding any
other provision of the Subsidiary Note to the contrary, the Subsidiary Note
shall bear interest at a rate equal to the greater of (i) LIBOR plus five
percent (5.00%) and (ii) seven percent (7.00%); provided, that for
the purposes of clause (i) above, “LIBOR” shall be defined as the rate per
annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”),
as published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Lender from time to time) at
approximately 11:00 a.m., London time, two (2) Business Days


 


5

















 


prior to the commencement of such Interest Period, for
U.S. dollar deposits in an amount comparable to the relevant Loan (for delivery
on the first day of such Interest Period) with a term equivalent to such
Interest Period.


 


SECTION 4.           WAIVER.


 


4.1           The Lender hereby waives:


 


(a)           Any breach, Default or Event of Default
arising from the Borrower’s failure, prior to the date hereof, to keep correct
and accurate daily records of Inventory as required pursuant to Section 9.3
of the Loan Agreement;


 


(b)           Any breach, Default or Event of Default
arising from the Borrower’s failure to timely deliver the updated Schedule 10.1
as required pursuant to the seventh paragraph of Section 10 of the Loan
Agreement solely for the quarter ended June 30, 2009, but solely to the
extent that such updated Schedule 10.1 for such period was delivered to the
Lender on July 24, 2009;


 


(c)           Any breach, Default or Event of Default
that may have occurred under Sections 12 and 15(g) of the Loan Agreement
to the extent related solely to losses incurred in the ordinary course of
business as a result of defects caused in the manufacture or production of such
Inventory, but solely to the extent such breach or default would not have
occurred under such Sections as amended hereby;


 


(d)           Any breach, Default or Event of Default
arising from the Borrower’s delivery of financial statements as of and for the
nine (9) month period ended September 30, 2007, which contained
material misstatements, but solely to the extent that the restated financials
for such period provided to the Lender prior to the date hereof are complete
and correct in all material respects;


 


(e)           Any breach, Default or Event of Default
that may have occurred, including under Sections 14.2(l) and 14.3(a) of
the Loan Agreement, caused by the recordation of mechanics liens by Norcon, Inc.,
Cattaneo Electric Company, Soderlund Brothers, Inc., United Engineering, Inc.,
F.E. Moran, Inc. Fire Protection and related affiliates, E.W. Olson
Roofing, Professionals Associated, Illinois Safety Fire Co., and Illinois Fire
Extinguisher Co., Inc. d/b/a Illinois Fire and Safety Company against
property of the Borrower or the failure of the Borrower to timely notify the
Lender of such circumstances but solely to the extent that such Liens have been
released and all related amounts have been paid in full by the Borrower; and


 


(f)            Any breach, Default or Event of Default
arising from the Borrower’s failure to deliver the updated Schedule 14.1(b) as
required pursuant to Section 14.1(b)(i) of the Loan Agreement in
connection with the incurrence of any additional intercompany indebtedness that
consisted of Intercompany Trade Payables, but solely to the extent that such
incurred Intercompany Trade Payables were not otherwise in violation of Section 14.1(b)(ii).


 


(g)           Any breach, Default or Event of Default
arising from the Borrower’s violation of the financial covenants set forth in (i) Section 14.1(d) of
the Loan Agreement solely for the fiscal quarter ended June 30, 2009 and (ii) Section 14.1(f) of
the Loan Agreement solely 


 


6

















 


for the calendar month of June 2009 (each of the
foregoing clauses (a), (b), (c), (d), (e), (f) and
(g) collectively, the “Known Defaults”).


 


4.2           Consistent with the foregoing, nothing
contained herein shall be deemed to be a waiver or abandonment of (i) any
other Event of Default (whether presently or subsequently existing) other than
the Known Defaults, including any such other Event of Default or breach that is
of the same nature or type (or arises under the same provision of the Loan
Agreement, Loan Documents or Subsidiary Loan Documents) as any of the Known
Defaults, or (ii) any rights, powers and/or remedies presently or
subsequently available to the Lender against the Borrower or any Guarantor
(including any of its property) and/or any other Person or entity (including
any of such Person’s or entity’s property) under the Loan Agreement, any of the
Subsidiary Loan Documents or any of the other Loan Documents, applicable law or
otherwise, relating to any matter other than solely with respect to the Known
Defaults, each of which rights, powers or remedies is hereby specifically and
expressly reserved.


 


SECTION 5.           CONDITIONS
PRECEDENT.  This Amendment shall become
effective on the date (the “Amendment Effective Date”) when the Lender
shall have received the following:


 


5.1           Amendment.  This
Amendment, duly executed by the parties hereto.


 


5.2           Amendment and Waiver Fee; Expenses. 
Payment by the Borrower in immediately available funds of (i) a
$35,000 amendment and waiver fee, (ii) all fees and expenses under the
Loan Agreement accrued and unpaid through the date hereof and (iii) all
reasonable fees and expenses required to be reimbursed or paid by the Borrower
pursuant to Section 7.2 hereof. 
For the avoidance of any doubt, the amendment and waiver fee payable
pursuant to this Section 5.2 shall be in addition to, and shall not
affect the amount or payment dates of, the extension fee set forth in Section 14.4
of the Loan Agreement.


 


5.3           Reaffirmation. 
A Reaffirmation, substantially in the form attached hereto as Exhibit A,
executed by the Parent, 1309 and 5100.


 


SECTION 6.           REPRESENTATIONS
AND WARRANTIES.  To induce the Lender to
enter into this Amendment, the Borrower and each Guarantor hereby represents
and warrants to the Lender as follows:


 


6.1           Due Authorization, Non-Contravention, etc. 
The execution, delivery and performance by the Borrower and each
Guarantor of this Amendment are within such party’s corporate or company
powers, as applicable, have been duly authorized by all necessary corporate or
company action, as applicable, and do not


 


(a)           contravene such party’s organizational
documents;


 


(b)           contravene any contractual restriction,
law or governmental regulation or court decree or order binding on or affecting
such party; or


 


(c)           result in, or require the creation or
imposition of, any Lien on any of the Borrower’s or any Guarantors’ properties,
other than the Permitted Liens.


 


7

















 


6.2           Government Approval, Regulation, etc. 
No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or other Person is
required for the due execution, delivery or performance by the Borrower of this
Amendment.


 


6.3           Validity, etc.  This
Amendment constitutes the legal, valid and binding obligation of the Borrower
and each Guarantor enforceable in accordance with its terms.


 


6.4           Event of Default. 
No Event of Default shall occur as a result of, or after giving effect
to, this Amendment.


 


6.5           Acknowledgements. 
The Borrower and each of the Guarantors acknowledge that the amount of
principal owing with respect to the Indebtedness arising under the Loan
Agreement, the Subsidiary Loan Documents or the other Loan Documents as of date
of this Agreement is $19, 019,742.51.


 


Without in any manner limiting the generality of the
release set forth in Section 7.5 hereof, the Borrower and the
Guarantors hereby represent, warrant, covenant and agree that there exist no
offsets, counterclaims or defenses to payment or performance of the obligations
set forth in the Loan Agreement, the Subsidiary Loan Documents or the other
Loan Documents and, in consideration hereof, expressly waive any and all such
offsets, counterclaims and defenses arising out of any alleged acts,
transactions or omissions on the part of the Lender arising (or otherwise
relating to the period) on or prior to the Amendment Effective Date.


 


SECTION 7.           MISCELLANEOUS.


 


7.1           Continuing Effectiveness, etc. 
This Amendment shall be deemed to be an amendment to the Loan Agreement,
the Subsidiary Loan Documents and the other Loan Documents, each of which shall
remain in full force and effect and is hereby ratified, approved and confirmed
in each and every respect.  After the
effectiveness of this Amendment in accordance with its terms, all references to
the Loan Agreement, the Subsidiary Loan Documents and each Loan Document in the
Loan Documents or the Subsidiary Loan Documents or in any other document,
instrument, agreement or writing shall be deemed to refer to such document as
amended hereby.


 


7.2           Payment of Costs and Expenses. 
The Borrower agrees to pay on demand all expenses of the Lender
(including the fees and out-of-pocket expenses of counsel to the Lender) in
connection with the drafting, negotiation, execution, delivery and
effectiveness of this Amendment.


 


7.3           Mayer Brown Expenses. 
Without limiting the generality of Section 7.2, the Borrower
agrees to pay, within ten (10) Business Days of receipt of an invoice, the
fees and expenses of Mayer Brown LLP, counsel to the Lender, incurred in
connection with the representation of the Lender in this matter.


 


7.4           General Loan Agreement Compliance. 
All provisions of the Loan Agreement, the Subsidiary Loan Documents and
the other Loan Documents (as expressly amended in Sections 1, 2
and 3)  shall continue in full force and
effect in accordance with the provisions thereof and the 


 


8

















 


Borrower and the Guarantors reaffirm all their
agreements under the Loan Agreement, the Subsidiary Loan Documents and the
other Loan Documents.  The Borrower and
the Guarantors shall comply with the provisions of their respective Loan
Documents and Subsidiary Loan Documents, including, without limitation, the
timely payment of all scheduled principal and interest payments.


 


7.5           Release and Covenant Not to Sue. 
In consideration of the agreements and understandings in this Agreement,
the Borrower and each Guarantor jointly and severally, for itself and on behalf
of the Borrower’s Derivative/Successor Persons, hereby knowingly and
voluntarily, unconditionally and irrevocably, absolutely, finally and forever
releases, acquits and discharges each Lender Released Party from any Claim
relating in any manner whatsoever to any of the Loan Documents, including any
transaction contemplated thereby or undertaken in connection therewith, or
otherwise to the Borrower’s or Guarantors’ credit relationship with the Lender, which relates or may relate in any
manner whatsoever to any facts, known or unknown, in existence on or at any
time prior to the Amendment Effective Date (each a “Borrower-Related
Claim”).


 


The Borrower and each Guarantor hereby
knowingly and voluntarily, unconditionally and irrevocably, absolutely finally
and forever covenants that it shall refrain, and further shall direct any
Derivative/Successor Person to refrain, from commencing or otherwise
prosecuting any action, suit or other proceeding of any kind, nature,
character, or description, including in law or in equity, against any Lender
Released Party on account of any Borrower-Related Claim.  Each Lender Released Party shall be entitled
to enforce this covenant through specific performance.  In addition to any other liability which
shall accrue upon the breach of this covenant, the breaching party (including,
any Derivative/Successor Person of the Borrower or any Guarantor that commences
or prosecutes any such action, suit or other proceeding) shall be liable to
such Lender Released Party for all reasonable attorneys’ fees and costs
incurred by such party in the defense of any such action, suit or other
proceeding.


 


The following terms
shall have the following definitions when used in this Section 7.5:


 


“Claims” shall mean, with respect to the
Borrower and/or any Guarantor, any and all claims, counterclaims, actions,
causes of action (including, any relating in any manner to any existing
litigation or investigation), suits, obligations, controversies, defenses,
debts, liens, contracts, agreements, covenants, promises, liabilities, damages,
penalties, demands, threats, compensation, losses, costs, judgments, orders,
interest, fee, or expense (including attorneys’ fees and expenses) or other
similar items of any kind, type, nature, character or description, including,
whether in law, equity or otherwise, whether now known or unknown, whether in
contract or in tort, whether choate or inchoate, whether contingent or vested,
whether liquidated or unliquidated, whether fixed or unfixed, whether matured
or unmatured, whether suspected or unsuspected, and whether or not concealed,
sealed or hidden, of any of the Borrowers and/or which may be asserted by the
Borrower and/or any Guarantor, through the Borrower and/or any Guarantor or
otherwise on the behalf of the Borrower and/or any Guarantor (including those
which may be asserted on any derivative basis), which have existed at any time
on or prior to the date hereof.


 


9

















 


“Derivative/Successor
Person” shall mean, with respect to the Borrower or any Guarantor, any
person or other entity (including any former, current, or future employee,
officer, agent, attorney, board member, shareholder, parent, subsidiary,
partnership, joint venture, other affiliate, spouse, relative, heir, beneficiary,
legal representative, creditor, successor or assign) that may assert or may
attempt to assert any Claim by or otherwise belonging to the Borrower or any
such Guarantor, through the Borrower or such Guarantor or otherwise on behalf
of the Borrower or such Guarantor (including on any derivative basis).


 


“Lender Released Parties” shall mean the Lender
and each of its former, current, and future subsidiaries, parents,
partnerships, joint ventures, other affiliates, officers, directors, employees,
attorneys, agents (including consultants), assigns, heirs, executors,
administrators, predecessors, successors and assigns.


 


7.6           Severability. 
Any provision of this Amendment which is prohibited or unenforceable in
any jurisdiction shall, as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Amendment or affecting the
validity or enforceability of such provision in any other jurisdiction.


 


7.7           Headings.  The various
headings of this Amendment are inserted for convenience only and shall not
affect the meaning or interpretation of this Amendment or any provisions
hereof.


 


7.8           Execution in Counterparts. 
This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement.


 


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


 


7.10         Successors and Assigns. 
This Amendment shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.


 


10
















 


IN WITNESS WHEREOF, the undersigned have duly
executed this Omnibus Amendment Agreement as of the date first set forth above.


 


	
   

  	
  BRAD FOOTE GEAR WORKS,
  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

  



 

















 


	
   

  	
  BANK OF AMERICA, N.A., as
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sandra H. Bennett

  
	
   

  	
  Name:

  	
  Sandra
  H. Bennett

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


S-2

















 


EXHIBIT A

REAFFIRMATION


 


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


 


R  E  C  I  T
A  L  S:


 


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 date hereof, the “Existing Loan Agreement”).


 


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


 


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


 


4.             It
is a condition precedent to the occurrence of the Amendment Effective Date (as
defined in the Omnibus Amendment Agreement) that each of the Undersigned
execute and deliver this Reaffirmation.


 


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


 


ARTICLE I.

DEFINITIONS


 


Capitalized terms used herein that are
defined in the Loan Agreement shall have the same meanings when used herein
unless otherwise defined herein.


 


ARTICLE II.

REAFFIRMATION


 


Each Reaffirmed Document remains in full
force and effect and is hereby ratified and confirmed, and from and after the
date hereof, each reference that appears in any of the Reaffirmed Documents to
the Existing Loan Agreement shall be deemed to be a reference to the Loan
Agreement.


 


A-1

















 


ARTICLE
III.

MISCELLANEOUS PROVISIONS


 


SECTION 3.1.  Loan
Document.  This Reaffirmation is a
Loan Document executed pursuant to the Loan Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof.


 


SECTION 3.2.  Severability.  Any provision of this Reaffirmation which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Reaffirmation or affecting the validity or enforceability of such provision in
any other jurisdiction.


 


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


 


SECTION 3.4.  Execution in Counterparts.  This Reaffirmation may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


 


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


 


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


 


[Remainder of page intentionally
left blank]


 

















 


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


 


	
   

  	
  BROADWIND
  ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1309
  SOUTH CICERO AVENUE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5100
  NEVILLE ROAD, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: