Exhibit 10.1


 


AGREEMENT GOVERNING EXTENSIONS OF CREDIT


 


This Agreement, dated April 22,
2009, is between Investors Community Bank (the “Bank”) and R. B. A. Inc. (the “Borrower”).


 


RECITALS


 


A.            Bank and Borrower are parties to certain
extensions of credit, which extensions of credit are evidenced by loan documentation
existing on the date hereof and may be evidenced by additional loan documentation
executed by one or both parties from time to time; and


 


B.            Bank and Borrower desire to enter into
this Agreement relating to all such loan documentation.


 


AGREEMENT


 


1.             Collateral.


 


  i.              Debt Documents; Obligations. Bank and Borrower
have executed and anticipate that from time to time they may execute loan
agreements, notes, guaranties and other documentation evidencing a debt or
obligation of Borrower to Bank from time to time. All documents at any time
executed by Borrower and evidencing a debt or obligation of Borrower to Bank
are referred to herein as “Debt Documents.” All obligations of Borrower to Bank
under Debt Documents and all other obligations of Borrower to Bank from time to
time are referred to herein as “Obligations.” Obligations include but are not
limited to obligations to repay loans, debts occurring by reason of overdrafts
of checking accounts, obligations to take action such as purchasing insurance
or maintaining property, and all other obligations of Borrower to Bank, including
those obligations that exist on the date hereof and those obligations that may
be incurred on or after the date hereof.


The
following existing documents are Debt Documents:


Four  (4)  Commercial  Promissory  Notes  and  Commercial  Loan  Agreements  dated  4/7/08,  Guaranty  pledged  by  Broadwind  Energy,  Inc.  dated  4/7/08,  Guaranty  pledged  by  Tower  Tech  Systems  Inc.  dated  4/7/08.


 


 ii.              Security Documents; Collateral. Borrower has granted to Bank
certain collateral, and Bank and Borrower anticipate that Borrower may grant to
Bank additional collateral from time to time. All documents at any time
granting to Bank a lien or security interest in any property are referred to
herein as “Security Documents.” A document may be both a Debt Document and a
Security Document. All of Borrower’s property in which Bank has a lien or
security interest on the date hereof, and all property in which Bank may have a
lien or security interest in the future, including but not limited to real
estate and personal property, is referred to herein as “Collateral.”


The
following existing documents are Security Documents:


Mortgage dated 3/21/08
and Commercial Security Agreement dated 10/4/07.


 


iii.              Cross Collateralization. All Collateral shall at all times be security for
all Obligations. If Borrower grants Bank a lien or security interest at any
time, such lien or security interest shall continue, and the Borrower’s property
shall continue to be collateral for all Obligations, until all Obligations are
paid in full and Bank and Borrower enter into a termination or release of the
applicable Security Document.


 


2.             Cross Default. Any time there is a default under any Debt Document,
any Security Document or this Agreement, such default shall be a default under
all Debt Documents, all Security Documents and this Agreement.


 


3.             Covenants and Agreements. In addition to all agreements contained
in the Debt Documents and Security Documents, Borrower agrees to comply with
all of the following:


 


  i.            Minimum Debt service coverage ratio of 1.25:1 tested
quarterly using trailing 12 month financials, commencing as of 3/31/2009 (superseding
any such coverage ratio set forth in any other document previously executed by
Bank and Borrower).


The coverage ratio is
defined as:


 


Net Profit Before
Taxes + Depreciation +Amortization + Impairment of Goodwill + Interest


Principal Payments and
Interest Payments


 


 ii.            Minimum Tangible Net Worth (excluding goodwill and
other intangible assets) covenant to be tested quarterly as follows:


 


iii.


 




	
  3/31/2009

  	
   

  	
  $

  	
  1.4
  million

  
	
  6/30/2009

  	
   

  	
  $

  	
  1.6
  million

  
	
  9/30/2009

  	
   

  	
  $

  	
  1.8
  million

  
	
  12/31/2009

  	
   

  	
  $

  	
  2.0
  million

  






 


 iv.        Primary Depository account(s) to be maintained at
Investors Community Bank.


  v.        Existing monthly borrowing base agreement to remain
the same.


 vi.        No additional loans or leases to be entered into
without Investors Community Bank’s prior approval.


vii.        Audited financial statements by Grant
Thornton to be provided to Investors Community Bank by 3/31/2009. Financial
performance of Broadwind Energy, Inc. and the two subsidiaries we finance
(Tower Tech Systems, Inc., and R. B.
A., Inc.) must be “materially close” (minimum fye 2008 profitability for
Tower Tech Systems, Inc. of $3,600,000: minimum fye 2008 profitability for
R. B. A., Inc. of $150,000:
(excluding the one-time impairment charge) and a maximum fye 2008 loss for
Broadwind Energy, Inc. of $27,000,000). These profitability numbers are
based on 80% of the profitability / (loss) as reflected in the consolidated
financial statements provided Investors Community Bank. The covenant violation
applies if any, or all, of the above performance measurements are not attained.


 


1

















 


Annually,
Borrower will provide to Lender Borrower’s financial statements, tax returns, or
those prepared by independent accountants within 90 days after the close of
each fiscal year. Any annual financial statements that Borrower provides will
be:


 


q audited statements. q reviewed statements. q
compiled statements.


 


x Borrower will provide Lender with
interim financial reports on a quarterly basis, and within 45 days after the
close of this business period. Interim financial statements will be:


q audited q reviewed
x compiled statements.


 


4.               This Agreement to Control. The Bank and Borrower intend for this
Agreement to apply to all transactions between them, and this Agreement shall
continue in effect until the Borrower and Bank enter into a termination
agreement. Even if a particular Security Document ever describes certain
Obligations without describing all Obligations, that Security Document shall
secure all Obligations.


 


5.               Effect of Agreement. This Agreement applies to all
extensions of credit between Bank and Borrower. This Agreement is not an agreement to extend credit. Bank
shall not be obligated under this Agreement to loan money to Borrower or
otherwise extend credit to Borrower.


 


6.               Participants; Assigns; Guarantors; Disclosure.
The Borrower agrees that the Bank may, at its option, sell to one or more other
financial institutions or other parties interests in the Obligations. Bank may,
at Bank’s sole option, disclose to the purchaser of any such interest and to
any guarantor of all or any part of the Obligations financial and other
information concerning the Borrower.


 


7.               Amendment. This Agreement may be amended only by a writing
signed by the party to be bound thereby.


 


8.               Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Wisconsin without giving effect to applicable principles
of conflict of laws to the extent that the application of the laws of another
jurisdiction would be required thereby.


 


9.               Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.


 


10.             Severability. In case any provision in this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.


 


BORROWER:


R. B. A. Inc.


 


a Corporation


 


	
  By:

  	
  /s/ Jeffrey G. Jandry

  	
   

  
	
  Jeffrey G. Jandry

  
	
  Title: Treasurer and
  Controller

  



 


 


BANK:


INVESTORS COMMUNITY BANK


 


 


	
  By:

  	
  /s/ Robert Boerger

  	
   

  
	
  Robert Boerger

  
	
  Title: Sr. Commercial
  Lender

  



 


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