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 hereb
