Exhibit 10.2


 


PROMISSORY NOTE


 




	
  Principal

  	
   

  	
  Loan
  Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No

  	
   

  	
  Call / Coll

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  
	
  $10,000,000.00

  	
   

  	
  04-28-2009

  	
   

  	
  01-05-2010

  	
   

  	
  15525078252

  	
   

  	
  1A2 / 101

  	
   

  	
   

  	
   

  	
  Krugeg

  	
   

  	
   

  






 


References in the boxes above are for Lender’s
use only and do not limit the applicability of this document to any particular
loan or item. Any item
above containing “***” has been omitted due to text length limitations.


 


	
  Borrower:

  	
   

  	
  TOWER TECH
  SYSTEMS INC

  	
   

  	
  Lender:

  	
   

  	
  GREAT
  WESTERN BANK

  
	
   

  	
   

  	
  101 S 16TH
  ST PO BOX 1957

  	
   

  	
   

  	
   

  	
  Sioux
  Falls

  
	
   

  	
   

  	
  MANITOWOC,
  Wl 54221-1957

  	
   

  	
   

  	
   

  	
  200 E 10th
  Street

  Sioux Falls, SD 57104

  



 


	
  Principal Amount: $10,000,000.00

  	
   

  	
  Date of Note: April 28,
  2009

  



 


PROMISE TO PAY.  TOWER
TECH SYSTEMS INC (“Borrower”) promises to pay to GREAT WESTERN BANK (“Lender”),
or order, in lawful money of the United States of America, the principal amount
of Ten Million & 00/100 Dollars ($10,000,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance
of each advance, calculated as described in the “INTEREST CALCULATION METHOD”
paragraph using an interest rate of 7.500% per annum based on a year of 360
days. Interest shall be calculated from the date of each advance until
repayment of each advance. The interest rate may change under the terms and
conditions of the “INTEREST AFTER DEFAULT” section.


 


PAYMENT. Borrower will pay this loan in one payment of all
outstanding principal plus all accrued unpaid interest on January 5, 2010.
In addition, Borrower will pay regular monthly payments of all accrued unpaid
interest due as of each payment date, beginning June 5, 2009, with all
subsequent interest payments to be due on the same day of each month after
that. Unless otherwise agreed or required by applicable law, payments will be
applied first to any accrued unpaid interest; then to principal; then to any
unpaid collection costs; and then to any late charges. Borrower will pay Lender
at Lender’s address shown above or at such other place as Lender may designate
in writing.


 


INTEREST CALCULATION METHOD. Interest on this Note is
computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. All interest payable under this Note is computed using this
method.


 


PREPAYMENT; MINIMUM INTEREST CHARGE.  Borrower
agrees that all loan fees and other prepaid finance charges are earned fully as
of the date of the loan and will not be subject to refund upon early payment
(whether voluntary or as a result of default), except as otherwise required by
law.  In any event, even upon full
prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $75.00.  Other
than Borrower’s obligation to pay any minimum interest charge, Borrower may pay
without penalty all or a portion of the amount owed earlier than it is due.
Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower’s obligation to continue to make payments of accrued unpaid
interest.  Rather, early payments will
reduce the principal balance due.  Borrower agrees not to send Lender payments
marked “paid in full”, “without recourse”, or similar language.  If Borrower sends such a payment, Lender may
accept it without losing any of Lender’s rights under this Note, and Borrower
will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment
instrument that indicates that the payment constitutes “payment in full” of the
amount owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to:  GREAT WESTERN BANK, 35 1st Ave NE Watertown,
SD 57201.


 


LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 2.000% of the regularly scheduled payment or $25.00,
whichever is greater.


 


INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, the interest rate on this Note shall be increased to 20.000% per
annum based on a year of 360 days. 
However, in no event will the interest rate exceed the maximum interest
rate limitations under applicable law.


 


DEFAULT.  Each of the following shall constitute an
event of default (“Event of Default”) under this Note:


 


Payment Default. Borrower
fails to make any payment when due under this Note.


 


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or
condition contained in this Note or in any of the related documents or to
comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower
or on Borrower’s behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.


 


Insolvency. The
dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s
property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.


 


Creditor or Forfeiture Proceedings.  Commencement
of foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by
any governmental agency against any collateral securing the loan.  This includes a garnishment of any of
Borrower’s accounts, including deposit accounts, with Lender.  However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender written notice of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in its
sole discretion, as being an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor. Any of the preceding events occurs with
respect to any Guarantor of any of the indebtedness or any Guarantor dies or
becomes incompetent, or revokes or disputes the validity of, or liability
under, any guaranty of the indebtedness evidenced by this Note.


 


Change In Ownership. Any
change in ownership of twenty-five percent (25%) or more of the common stock of
Borrower.


 


Adverse Change.  A material adverse change occurs in Borrower’s
financial condition, or Lender believes the prospect of payment or performance
of this Note is impaired.


 


Insecurity. Lender
in good faith believes itself insecure.


 


Cure Provisions.  If any default, other than a default in
payment is curable and if Borrower has not been given a notice of a breach of
the same provision of this Note within the preceding twelve (12) months, it may
be cured if Borrower, after receiving written notice from Lender demanding cure
of such default: (1)  cures the default
within fifteen (15) days; or (2)  if the cure requires more than fifteen
(15) days, immediately initiates steps which Lender deems in Lender’s sole
discretion to be sufficient to cure the default and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance
as soon as reasonably practical.


 


LENDER’S RIGHTS.  Upon default, Lender may declare the entire
unpaid principal balance under this Note and all accrued unpaid interest
immediately due, and then Borrower will pay that amount.


 


ATTORNEYS’ FEES; EXPENSES.  Lender
may hire or pay someone else to help collect this Note if Borrower does not
pay.  Borrower will pay Lender that
amount.  This includes, subject to any
limits under applicable law, Lender’s attorneys’ fees and Lender’s legal
expenses, whether or not there is a lawsuit, including attorneys’ fees,
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), and appeals. 
If not prohibited by applicable law, Borrower also will pay any court
costs, in addition to all other sums provided by law.


 


GOVERNING LAW.  This Note
will be governed by federal law applicable to Lender and, to the extent not
preempted by federal law, the laws of the State of South Dakota without regard
to its conflicts of law provisions. This Note has been accepted by Lender in
the State of South Dakota.


 


CHOICE OF VENUE. If
there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts of Minnehaha County, State of South Dakota.


 


RIGHT OF SETOFF.  To the extent permitted by applicable law,
Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts
Borrower holds jointly with someone else and all accounts Borrower may open in
the future.  However, this does not include
any IRA or Keogh accounts, or any trust accounts for which setoff would be
prohibited by law.  Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all sums
owing on the indebtedness against any and all such accounts.


 


COLLATERAL.  Borrower acknowledges this Note is secured by
A COLLATERAL REAL ESTATE MORTGAGE; COMMERCIAL SECURITY AGREMENT & AN
ASSIGNMENT OF DEPOSIT ACCOUNT SAVINGS #1347401 FROM TOWER TECH SYSTEMS, INC TO
GREAT WESTERN BANK DATED APRIL 28, 2009 AND A SUBORDINATION AGREEMENT BY AND
BETWEEN GREAT WESTERN BANK AND BROADWIND ENERGY,  INC TO GREAT WESTERN BANK DATED APRIL 28,
2009 AND COMMERCIAL GUARANTY FROM BROADWIND ENERGY, INC TO GREAT WESTERN BANK.


 


LINE OF CREDIT.  This Note evidences a straight line of
credit.  Once the total amount of
principal has been advanced, Borrower is not entitled to further loan advances.
 The following person or persons are
authorized to request advances and authorize payments under the line of credit
until Lender receives from Borrower, at Lender’s address shown above, written
notice of revocation of such authority:  STEVE HUNTINGTON, CHIEF


 

















 


PROMISSORY NOTE 


(Continued)


 


FINANCIAL OFFICER of TOWER TECH SYSTEMS INC.  Borrower
agrees to be liable for all sums either: 
(A)  advanced in accordance with the instructions of an authorized
person or (B) credited to any of Borrower’s accounts with Lender. The unpaid
principal balance owing on this Note at any time may be evidenced by
endorsements on this Note or by Lender’s internal records, including daily
computer print-outs.


 


SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon
Borrower, and upon Borrower’s heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and
assigns.


 


NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER
REPORTING AGENCIES.  Please notify us if we report any inaccurate
information about your account(s) to a consumer reporting agency.  Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: GREAT WESTERN
BANK 35 1st Ave NE Watertown, SD 57201.


 


GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the
rest of the Note. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or
release any party or guarantor or collateral; or impair, fail to realize upon
or perfect Lender’s security interest in the collateral; and take any other
action deemed necessary by Lender without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several.


 


PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL
THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
PROMISSORY NOTE.


 


BORROWER:


 


 


TOWER TECH
SYSTEMS INC


 


	
  By:

  	
  /s/ Steve Huntington

  	
   

  
	
   

  	
  STEVE
  HUNTINGTON, CHIEF FINANCIAL OFFICER

  of TOWER TECH SYSTEMS INC

  	
   

  



 


LASER PRO Lending, Ver. 5.43.00.003
Copr. Harland Financial Solutions, Inc. 1997, 2009.  All Rights reserved. - SD o:\officers\apps\CFI\LPL\D20.FC
TR-14454 PR-34


 


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