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).


 


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.


 

















 


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.


 


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


 


 


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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:

  	
  /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