Exhibit 10.3


 


LETTER
AGREEMENT MODIFYING THE TERMS OF CERTAIN


LOAN
DOCUMENTS BY AND AMONG GREAT WESTERN BANK,


LENDER,
TOWER TECH SYSTEMS INC., BORROWER,


AND
BROADWIND ENERGY, INC., GUARANTOR


 


This Letter Agreement (“Agreement”) dated April 28,
2009, by and among Great Western Bank (“Lender”), Tower Tech Systems Inc.
(“Borrower”) and Broadwind Energy, Inc. (“Guarantor”) is intended to
modify certain terms, provisions, and conditions of certain loan documents (the
“Loan Documents”), each dated of even date herewith, executed in connection
with that certain construction loan (the “Loan”) being made by Lender to
Borrower for the purpose of constructing a manufacturing facility in Brandon,
South Dakota (the “Project”) on land legally described on Exhibit A attached
hereto. Repayment of the Loan is to be guarantied by Guarantor to the extent
provided in the Guaranty.


 


The Loan Documents being hereby modified, each dated of even date
herewith, are as follows:


 


·        
Promissory Note


·        
Construction Loan Agreement between the Borrower and
the Lender (the “Loan Agreement”);


·        
Mortgage —  Collateral
Real Estate Mortgage — 180 Day Redemption from the Borrower to the Lender (the
“Mortage”);


·        
Commercial Guaranty from the Guarantor to the Lender
(“Guaranty”); and


·        
Commercial Security Agreement from the Borrower to the
Lender (the “Security Agreement”).


 


Modification to Promissory Note


 


The sentence headed Change in
Ownership on page 1 is deleted in its entirety.


 


Modifications to Construction Loan Agreement


 


1.    The paragraph on page 1
headed NO CONSTRUCTION PRIOR TO RECORDING OF
SECURITY DOCUMENT is deleted in its entirety and replaced with the
following:


 


Borrower represents and warrants to Lender that as
of the date of this Construction Loan Agreement, there are no unpaid invoices
in Borrower’s possession from any party which could claim a mechanic’s or
materialman’s lien in connection with the Project or the Property. Borrower
further covenants and agrees that it shall pay when due all such invoices which
are later received by it and shall cooperate with and assist Lender in
obtaining lien waivers from any such party which could claim a mechanic’s or
materialman’s lien in connection with the Project or the Property.


 


2.     The representations by
Borrower on page 1 in the paragraph under the heading Properties is limited to Borrower’s
properties in Brandon, South Dakota.


 

















 


3.     The first line on page 1
in the paragraph under the heading Hazardous
Substances is revised to read as follows:


 


Except as disclosed to and acknowledged by Lender in
writing, and except in compliance with Environmental Laws, Borrower represents
and warrants that: (1) During the


 


The remainder of that
paragraph remains the same.


 


4.     Under the paragraph headed CONDITIONS PRECEDENT TO EACH ADVANCE on
page 2, Lender and Borrower acknowledge there is no Architect or
Architect’s Contract.


 


5.     The last line of the
paragraph headed Project Claims and Litigation shall
have added to it the words “in each case, of which the Borrower has actual
knowledge.”


 


6.     On page 5, the paragraphs
under the headings Indebtedness and Liens
and Loans, Acquisitions and Guaranties are
deleted in their entirety.


 


7.     On page 5, under the
heading Purchase of Materials; Conditional Sales
Contracts, Lender agrees that it will subordinate its interest in the
Security Agreement, as evidenced by an amendment to the Financing Statement,
with respect to specific items of equipment, adequately described and not
financed by Lender and used in the Project.


 


8.     On page 5, under the
heading Indemnity, Borrower’s obligation to
indemnify under this paragraph shall not apply to claims arising as a result of
or due to Lender’s negligence or willful misconduct.


 


9.     The sentence headed Change in Ownership on page 6 is
deleted in its entirety.


 


Modifications to Mortgage


 


1.     All references on page 2
of the Mortgage to “Personal Property” are deleted.


 


2.     Each of the clauses under
the heading Compliance With Environmental Laws
is modified to provide that such actions are only a violation of the
requirements under that heading if they are or were in violation of
Environmental Laws.


 


3.     Lender agrees that the
requirement to provide Annual Reports, and the form thereof, as required on page 12
of the Mortgage, shall be fulfilled by providing Lender with public filings
made on behalf of the Borrower with the Securities and Exchange Commission.


 


Modifications
to Commercial Guaranty


 


1.     On page 1 of the
Guaranty, under the heading GUARANTOR’S
REPRESENTATIONS AND WARRANTIES, in clause E, the words at the end “,
or any interest therein” are deleted.


 


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2.     On page 1 of the
Guaranty, under the heading GUARANTOR’S
REPRESENTATIONS AND WARRANTIES, the requirements of clause F shall
be satisfied by providing Lender with public filings made by the Guarantor with
the Securities and Exchange Commission.


 


Modifications
to Security Agreement


 


1.     On page 1, under the heading All Fixtures, the clause labeled B is
hereby deleted.


 


2.     On page 1, at the end
of the section under the heading All Fixtures,
the final sentence shall read “All of the Collateral will be located
on the following described real estate.”


 


Miscellaneous


 


Lender and Borrower agree that Borrower may convert up to $6,500,000 of
the outstanding balance of the Loan to a term loan, at its sole option, upon
written notice (the “Conversion Notice”) to Lender given prior to January 5,
2010, provided Borrower is not in default under the Note or any of the other
Loan Documents. The Conversion Notice shall state the date upon which the
conversion shall be effective, which date shall be no later than January 1,
2010. Such term loan shall provide for a maturity date not less than
seventy-eight (78) months from the date on which the term loan is originated.
The new note shall be fully amortized over the term of the note and shall bear
interest at an annual rate not to exceed 8.5%. Any outstanding balance of the
Loan in excess of $6,500,000 shall be repaid in full prior to its conversion to
a term loan. Following the conversion to a term loan, Lender shall retain its
security position in regard to the Collateral given as security for the Loan,
except for the sum of $2,000,000 in the Deposit Account held by Lender, which
sum and the assignment of the deposit account therefor shall be released by Lender
to Borrower. At the time of originating the term loan, Borrower shall pay
Lender a 1.0% origination fee. All such other terms and conditions as are usual
and customary in transactions of this sort shall be mutually agreed upon by
Borrower and Lender.


 


The loan commitment dated January 21, 2009, from Lender to
Borrower and accepted by Borrower on February 6, 2009, is hereby merged
into the Loan Documents and shall not survive the execution thereof.


 


IN WITNESS WHEREOF, Lender, Borrower and
Guarantor have entered into this Letter Agreement this 28 day of April, 2009.


 


The
remainder of this page is intentionally left blank.


 


Signature page follows.


 


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  LENDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GREAT
  WESTERN BANK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:  

  	
  /s/ Gerald E.
  Kruger

  	
   

  	
   

  
	
  Gerald E. Kruger  

  	
   

  	
   

  
	
  Senior
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BORROWER:

  	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
  TOWER
  TECH SYSTEMS INC.

  	
   

  	
  BROADWIND
  ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:  

  	
  /s/ Steve
  Huntington

  	
   

  	
  By:  

  	
  /s/ J. Cameron
  Drecoll

  
	
  Steven
  Huntington, Chief Financial Officer

  	
   

  	
  J.
  Cameron Drecoll, Chief Executive Officer

  



 


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