Exhibit 10.87


 


REAFFIRMATION


 


THIS
REAFFIRMATION (this “Reaffirmation”) dated as of March 13, 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
Credit Agreement”).


 


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


 


3.             Each of the Undersigned is party to
one or more Loan Documents (collectively, the “Reaffirmed Documents”)
relating to the Credit 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 Credit 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 Credit Agreement shall be
deemed to be a reference to the Credit Agreement.


 

















 


ARTICLE III.

MISCELLANEOUS PROVISIONS


 


SECTION 3.1.  Loan
Document.  This Reaffirmation is a
Loan Document executed pursuant to the Credit 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.


 


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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:

  	
    Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  5100 NEVILLE ROAD, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Ralph Placzek

  
	
   

  	
  Name:

  	
  Ralph
  Placzek

  
	
   

  	
  Title:

  	
    Authorized
  Signatory

  
					



 


Reaffirmation