Exhibit 10.5
THIRTY FIRST AMENDMENT TO LOAN
AND SECURITY AGREEMENT
THIS THIRTY FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of
September 29, 2008 between BRAD FOOTE GEAR WORKS, INC. f/k/a
BFG Acquisition Corp., an Illinois corporation
(“Borrower”) and LASALLE BANK NATIONAL ASSOCIATION
f/k/a LaSalle National Bank f/k/a LaSalle Bank NI
(“Lender”).
WHEREAS, Borrower and Lender have entered in that certain
Loan and Security Agreement dated as of January 17, 1997, as
amended by those certain letter amendments dated February 28,
1997 and July 23, 1997 and those certain Third, Fourth, Fifth,
Sixth, Seventh, Eighth, Ninth, Eleventh, Twelfth, Thirteenth,
Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth,
Nineteenth, Twentieth, Twenty-First, Twenty-Second, Twenty-Third,
Twenty-Fourth, Twenty-Fifth, Twenty-Sixth, Twenty-Seventh,
Twenty-Eighth, Twenty-Ninth and Thirtieth Amendments to Loan and
Security Agreement dated as of March 30, 1998,
December 1, 1998, June 1, 1999, December 19, 2000,
May 1, 2001, July 1, 2001, April 30, 2002,
April 29, 2003, July 3, 2003, April 29, 2004,
November 15, 2004, April 29, 2005, June 15, 2005,
February 1, 2006, April 29, 2006, November 10, 2006,
January 8, 2007, April 29, 2007, June 30,
2007, October ,
2007, October 18, 2007, November 1, 2007,
January 15, 2008, January 31, 2008,
April , 2008,
June 30, 2008 and August 30, 2008, respectively, and that
certain letter amendment (herein, the “Tenth
Amendment”) dated October 17, 2002 (such agreement, as
so amended, the “Loan Agreement”) with regard to the
following loans made by Lender to Borrower: (i) a
$10,000,000.00 revolving line of credit loan (the “Revolving
Loan”), (ii) a consolidated term loan in the original
principal sum of $7,899,332.98 (the “Term Loan”),
(iii) an $11,000,000.00 non-revolving equipment line of credit
loan with term conversion feature (the “Equipment
Loan”), (iv) a $9,000,000.00 non-revolving equipment
line of credit loan with term conversion feature (the
“Equipment Loan No. 2”) and (v) all other
Indebtedness (as defined in the Loan Agreement); and
WHEREAS, Lender has been asked to extend the maturity
date of the Revolving Loan from October 31, 2008 to
January 15, 2009 and to make certain modifications to the Loan
Agreement as described below; and
WHEREAS, Lender has agreed to the foregoing loan requests
provided, among other conditions, that Borrower executes and
delivers to this Amendment and the note extension agreement
described below;
NOW, THEREFORE,
for valuable consideration, the
receipt of which is hereby acknowledged, and in consideration of
the foregoing premises, the parties hereto agree as
follows:
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