MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING

MORTGAGE, SECURITY AGREEMENT
AND FIXTURE FILING

                MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING, dated as of January 15, 2009 (this “ Mortgage ”), made by BRAD FOOTE GEAR WORKS, INC, an Illinois corporation formerly known as BFG Acquisition Corp. (the “ Mortgagor ”), with an address at 1309 South Cicero Avenue, Cicero, Illinois, 60650 to BANK OF AMERICA, N.A., a national banking association with an address at One Federal Street, Boston, Massachusetts 02110 (the “ Mortgagee ”).

Preliminary Statement

BFG Acquisition Corp. (now known as Brad Foote Gear works, Inc.) and LaSalle Bank NI (now known as Bank of America, N.A.) entered into a Loan and Security Agreement dated as of January 17, 1997 (as heretofor amended, as amended by an Omnibus Amendment Agreement of even date herewith and as hereafter amended, modified and restated from time to time, the “ Loan Agreement ”).  Pursuant to the Loan Agreement the Mortgagee has agreed to loan the Mortgagor and its affiliates up to the aggregate amount of $36,974,322.98 pursuant to and subject to the terms of the following promissory notes (as amended by an Omnibus Amendment Agreement of even date herewith and as hereafter amended, modified and restated from time to time collectively, the “ Notes ”):

1.              $7,000,000 Revolving Line of Credit Note dated December 8, 2008 from the Mortgagor to the order of Mortgagee (the “ Revolving Line of Credit Note ”) due March 15, 2009.

2.              $11,000,000 Amended and Restated Equipment Line Note (Non-Revolving Line With Conversion) dated November 10, 2006, from the Mortgagor to the order of Mortgagee (as modified by Note Modification Agreement dated as of December 8, 2008,  the “ Equipment Loan A Note ”) which is payable in monthly principal payments of $183,333.33 plus interest commencing May 31, 2007 with a final payment due April 30, 2012.

3.              $9,000,000 Equipment Line Note (Non-Revolving Line With Conversion) dated June 30, 2007, from the Mortgagor to the order of Mortgagee (as modified by Note Modification Agreement dated as of December 8, 2008, the “ Equipment Loan B Note ”) with monthly principal payments of $147,958.13 plus interest commencing July 31, 2008 with a final payment due June 30, 2013.

4.              $7,899,332.98 Consolidated Term Note dated February 1, 2006, from the Mortgagor to the order of Mortgagee (as modified by Note Modification Agreement dated as of December 8, 2008, the “ Term Loan Note ”) with monthly principal payments of $131,655.55 plus interest commencing February 28, 2006 with a final payment due January 31, 2011.

5.              $2,075,000 Term Note dated January 31, 2008 from 1309 South Cicero Avenue, LLC and 5100 Neville Road, LLC (collectively, the “ Subsidiaries ”) to the order of Mortgagee (as modified by Note Modification Agreement dated as of December 8, 2008, the “ Subsidiary

Note ”) payable in monthly principal payments of $34,583.33 plus interest with a final payment due January 31, 2013.

The Subsidiaries and the Mortgagor heretofore or hereafter may enter into interest rate, currency or commodity swap agreements, cap agreements or collar agreements or other agreements or arrangements designed to protect such Person against fluctuations in interest rates, currency exchange rates or commodity prices with the Mortgagee or its affiliates (as hereafter amended, modified and restated from time to time collectively, the “ Hedging Agreements ”) or receive treasury or cash management services from the Mortgagee (the “ Bank Services ”).

Pursuant to the Loan Agreement the Mortgagor has executed and delivered to the Mortgagee a Unconditional Guaranty dated as of January 31, 2008 (the “ Guaranty ”) whereby the Mortgagor guaranteed the obligations of the Subsidiaries under the Subsidiary Note and any Hedging Agreement and the other Subsidiary Loan Documents.

It is a condition, among others, to the extension by the Mortgagee of the term of the Revolving Line of Credit Note that the Mortgagor shall have executed and delivered this Mortgage to the Mortgagee.

NOW, THEREFORE, in consideration of the premises and to induce the Mortgagee to amend the Loan Agreement and extend the term of the loan evidenced by the Revolving Line of Credit Note, the Mortgagor hereby agrees with the Mortgagee, as follows:

TO SECURE PAYMENT OF THE INDEBTEDNESS (DEFINED BELOW) INCLUDING ALL THE AMOUNTS ADVANCED TO OR FOR THE BENEFIT OF THE MORTGAGOR UNDER THE LOAN AGREEMENT AND THE SUBSIDIARY NOTE AND THE OBLIGATIONS OF THE MORTGAGOR UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE GUARANTY, THE SUBSIDIARY NOTE AND THE OTHER SUBSIDIARY LOAN DOCUMENTS, ALL HEDGING AGREEMENTS AND IN CONNECTION WITH ANY BANK SERVICES THE MORTGAGOR HEREBY MORTGAGES, GRANTS, ASSIGNS, TRANSFERS, WARRANTS AND SETS OVER TO THE MORTGAGEE, AND GRANTS THE MORTGAGEE A SECURITY INTEREST IN:

(A) the parcel(s) of real property described on Exhibit A (the “ Land ”); all buildings, structures, Fixtures, Equipment, and other improvements of every kind existing at any time and from time to time on or under the Land, together with any and all appurtenances to such buildings, structures or improvements, including sidewalks, utility pipes, conduits and lines, parking areas and roadways, and including all modifications, alterations, renovations, improvements and other additions to or changes in the Improvements at any time (“ Improvements ”); all agreements, easements, rights of way or use, rights of ingress or egress, privileges, appurtenances, tenements, hereditaments and other rights and benefits at any time belonging or pertaining to the Land or the Improvements, including, without limitation, the use of any streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to the Land and all permits, licenses and rights, whether or not of record, appurtenant to the Land (“ Appurtenant Rights ”; the Land, Improvements, Appurtenant Rights, Fixtures and Equipment being collectively referred to as the “ Property ”);

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(B) all the estate, right, title, claim or demand whatsoever of the Mortgagor, in possession or expectancy, in and to the Property or any part thereof;

(C) all right, title and interest of the Mortgagor in and to all of the fixtures, furnishings and fittings of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by the Mortgagor and now or subsequently attached to, or contained in or used or usable in any way in connection with any operation or letting of the Property, (all of the foregoing in this paragraph being referred to as the “ Fixtures ”);

(D) all right, title and interest of the Mortgagor in and to all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by the Mortgagor and now or subsequently attached to, or contained in the Property, including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, refrigerators, display cases, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), televisions, computers, sprinkler systems and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and fixtures of every kind and description (all of the foregoing in this paragraph being referred to as the “ Equipment ”);

(E) all right, title and interest of the Mortgagor in and to all substitutes and replacements of, and all additions and improvements to, the Improvements and the Fixtures and Equipment, subsequently acquired by the Mortgagor or constructed, assembled or placed by the Mortgagor on the Land, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Property or offsite, and, in each such case, without any further conveyance, mortgage, assignment or other act by the Mortgagor;

(F) all right, title and interest of the Mortgagor in and to all unearned premiums under insurance policies now or subsequently obtained by the Mortgagee relating to the Property or the Fixtures and the Mortgagor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds: and all awards and other compensation (“ Condemnation Awards ”), including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Property for the taking by eminent domain, condemnation or otherwise, of all or any part of the Property or any easement or other right therein;

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(G) all right, title and interest of the Mortgagor in and to all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Property or any part thereof;

(H) all rights of the Mortgagor under all leases, licenses, occupancy agreements, concessions or other arrangements, whether written or oral, whether now existing or entered into at any time hereafter, whereby any Person agrees to pay money to the Mortgagor or any consideration for the use, possession or occupancy of, or any estate in, the Land or any part thereof, and all rents, income, profits, benefits, avails, advantages and claims against guarantors under any thereof (all of the foregoing is herein referred to collectively as the “ Leases ”);

(I) all rents, issues, profits, royalties, avails, income and other benefits derived by the Mortgagor from the Land (all of the foregoing is herein collectively called the “ Rents ”); and

(J) all proceeds, both cash and noncash, of the foregoing;

(All of the foregoing property and rights and interests now owned or held or subsequently acquired by the Mortgagor and described in the foregoing clauses (A) through (I) are collectively referred to as the “ Mortgaged Property ”); provided , however , that notwithstanding anything hereinabove to the contrary the maximum principal amount of the Indebtedness secured hereby at any one time shall not exceed $72,000,000, plus all costs of enforcement and collection of this Mortgage, the Guaranty, the Notes, the Loan Agreement and the other Loan Documents, plus the total amount of any advances made pursuant to the Loan Documents to protect the collateral and the security interest and lien created hereby; together with interest on all of the foregoing as provided in the Loan Documents.

TO HAVE AND TO HOLD the Mortgaged Property and the rights and privileges hereby granted unto the Mortgagee, its successors and assigns for the uses and purposes set forth, until all amounts owed by and obligations of the Mortgagor to the Mortgagee under the Loan Agreement, the Subsidiary Note, the Guaranty, the other Loan Documents, the other Subsidiary Loan Documents and any Hedging Agreements or in connection with any Bank Services (collectively, the “ Indebtedness ”) are paid.

1. Definitions .  Capitalized terms used but not otherwise defined in this Mortgage shall have the respective meanings specified in the Loan Agreement .

2. Payment of Indebtedness .  The Mortgagor shall pay the Indebtedness in accordance with the terms of the Loan Agreement, the Guaranty, the Subsidiary Note and each Hedging Agreement and perform each term to be performed by it under the Loan Agreement, the Guaranty, the Subsidiary Note, each Hedging Agreement and the other Loan Documents and Subsidiary Loan Documents.

3. Insurance .  The Mortgagor will at all times maintain or cause to be maintained on the Improvements and on all other Mortgaged Property, all casualty insurance required at any time or from time to time by the Loan Agreement.  At the request of the Mortgagee, Mortgagor shall deliver to and keep deposited with the Mortgagee original certificates and copies of all such policies of casualty insurance maintained on the Mortgaged Property and renewals thereof, with premiums prepaid, and with standard non-contributory mortgagee and loss payable clauses

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satisfactory to the Mortgagee, and clauses providing for not less than 10 days’ prior written notice to the Mortgagee of cancellation of such policies attached thereto in favor of the Mortgagee, its successors and assigns.  While no Event of Default has occurred and is continuing any loss paid to the Mortgagee or Mortgagor under any such policies may be applied by the Mortgagor to rebuild or repair the damaged or destroyed Improvements or other Mortgaged Property.  The Mortgagor further agrees that, upon the occurrence and during the continuance of an Event of Default, any loss paid to the Mortgagee or Mortgagor under any of such policies shall be applied, at the option of the Mortgagee, toward pre-payment of the Indebtedness as provided in the Loan Agreement, or to the rebuilding or repairing of the damaged or destroyed Improvements or other Mortgaged Property, as the Mortgagee in its sole and unreviewable discretion may elect. The Mortgagor hereby empowers the Mortgagee, in its reasonably exercised discretion, upon the occurrence and during the continuance of an Event of Default, to settle, compromise and adjust any and all claims or rights under any insurance policy maintained by the Mortgagor relating to the Mortgaged Property.  At all times other than during the continuance of an Event of Default, the Mortgagor shall have the exclusive right to settle, compromise, and adjust any and all claims, rights, or proceeds under any insurance policy maintained by the Mortgagor relating to the Mortgaged Property.  In the event of foreclosure of this Mortgage or other transfer of title to the Land in extinguishment of the indebtedness secured hereby, all right, title and interest of the Mortgagor in and to any insurance policies then in force shall pass to the purchaser or grantee.  Nothing contained in this Mortgage shall create any responsibility or obligation on the Mortgagee to collect any amounts owing on any insurance policy or resulting from any condemnation, to rebuild or replace any damaged or destroyed Improvements or other Mortgaged Property or to perform any other act hereunder.  The Mortgagee shall not by the fact of approving, disapproving, accepting, preventing, obtaining or failing to obtain any insurance, incur any liability for or with respect to the amount of insurance carried, the form or legal sufficiency of insurance contracts, solvency of insurance companies, or payment or defense of lawsuits, and the Mortgagor hereby expressly assumes full responsibility therefor and all liability, if any, with respect thereto.

4. Eminent Domain .  In case the Mortgaged Property, or any part or interest in any thereof, is taken by condemnation, then upon the occurrence and during the continuance of an Event of Default, the Mortgagee is empowered to collect and receive all Condemnation Awards which may be paid for any property taken or for damages to any property not taken (all of which the Mortgagor hereby assigns to the Mortgagee), and all Condemnation Awards so received shall be forthwith applied by the Mortgagee, as it may elect in its sole and unreviewable discretion, to the prepayment of the Indebtedness, or to the repair and restoration of any property not so taken or damaged; provided , however , as long as no Event of Default has occurred and is continuing that any Condemnation Awards payable by reason of the taking of less than all of the Mortgaged Property shall be made available to the extent required, as determined by the Mortgagee in its reasonable discretion, for the repair or restoration of any Mortgaged Property not so taken.  The Mortgagor hereby empowers the Mortgagee, in the Mortgagee’s reasonably exercised discretion, upon the occurrence and during the continuance of an Event of Default to settle, compromise and adjust any and all claims or rights arising under any condemnation or eminent domain proceeding relating to the Mortgaged Property or any portion thereof.  At all times other than during the continuance of an Event of Default, the Mortgagor shall have the exclusive right to settle, compromise, and adjust any and all claims, rights, or proceeds under any insurance policy maintained by the Mortgagor relating to the Mortgaged Property.

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5. Assignment of Leases and Rent . All of the Mortgagor’s interest in and rights under the Leases now existing or hereafter entered into, and all of the Rents, whether now due, past due, or to become due, and including all prepaid rents and security deposits, and all other amounts due with respect to any of the other Mortgaged Property, are hereby absolutely, presently and unconditionally assigned and conveyed to the Mortgagee to be applied by the Mortgagee in payment of all sums due with respect to, the Indebtedness and all other sums payable under this Mortgage.&nbs