**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 certainextensions of credit, which extensions of credit are evidenced by loan documentationexisting on the date hereof and may be evidenced by additional loan documentationexecuted by one or both parties from time to time; and

 

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

 

AGREEMENT

 

1.             Collateral.

 

  i.              Debt Documents; Obligations. Bank and Borrowerhave executed and anticipate that from time to time they may execute loanagreements, notes, guaranties and other documentation evidencing a debt orobligation of Borrower to Bank from time to time. All documents at any timeexecuted by Borrower and evidencing a debt or obligation of Borrower to Bankare referred to herein as “Debt Documents.” All obligations of Borrower to Bankunder Debt Documents and all other obligations of Borrower to Bank from time totime are referred to herein as “Obligations.” Obligations include but are notlimited to obligations to repay loans, debts occurring by reason of overdraftsof checking accounts, obligations to take action such as purchasing insuranceor maintaining property, and all other obligations of Borrower to Bank, includingthose obligations that exist on the date hereof and those obligations that maybe incurred on or after the date hereof.

**Thefollowing existing documents are Debt Documents:**

Four(4)CommercialPromissoryNotesandCommercialLoanAgreementsdated4/7/08,GuarantypledgedbyBroadwindEnergy,Inc.dated4/7/08,GuarantypledgedbyTowerTechSystemsInc.dated4/7/08.

 

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

**Thefollowing existing documents are Security Documents:**

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

 

iii.              Cross Collateralization. All Collateral shall at all times be security forall Obligations. If Borrower grants Bank a lien or security interest at anytime, such lien or security interest shall continue, and the Borrower’s propertyshall continue to be collateral for all Obligations, until all Obligations arepaid in full and Bank and Borrower enter into a termination or release of theapplicable 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 underall Debt Documents, all Security Documents and this Agreement.

 

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

 

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

The coverage ratio isdefined as:

 

Net Profit BeforeTaxes + Depreciation +Amortization + Impairment of Goodwill + Interest

Principal Payments andInterest Payments

 

 ii.            Minimum Tangible Net Worth (excluding goodwill andother 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 atInvestors Community Bank.

  v.        Existing monthly borrowing base agreement to remainthe same.

 vi.        No additional loans or leases to be entered intowithout Investors Community Bank’s prior approval.

vii.        Audited financial statements by GrantThornton to be provided to Investors Community Bank by 3/31/2009. Financialperformance 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 forTower Tech Systems, Inc. of $3,600,000: minimum fye 2008 profitability forR. B. A., Inc. of $150,000:(excluding the one-time impairment charge) and a maximum fye 2008 loss forBroadwind Energy, Inc. of $27,000,000). These profitability numbers arebased on 80% of the profitability / (loss) as reflected in the consolidatedfinancial statements provided Investors Community Bank. The covenant violationapplies if any, or all, of the above performance measurements are not attained.

 

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Annually,Borrower will provide to Lender Borrower’s financial statements, tax returns, orthose prepared by independent accountants within 90 days after the close ofeach fiscal year. Any annual financial statements that Borrower provides willbe:

 

q audited statements. q reviewed statements. qcompiled statements.

 

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

q audited q reviewedx compiled statements.

 

4.               This Agreement to Control. The Bank and Borrower intend for thisAgreement to apply to all transactions between them, and this Agreement shallcontinue in effect until the Borrower and Bank enter into a terminationagreement. Even if a particular Security Document ever describes certainObligations without describing all Obligations, that Security Document shallsecure all Obligations.

 

5.               Effect of Agreement. This Agreement applies to allextensions of credit between Bank and Borrower. This Agreement is not an agreement to extend credit. Bankshall not be obligated under this Agreement to loan money to Borrower orotherwise extend credit to Borrower.

 

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

 

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

 

8.               Governing Law. This Agreement shall be governed by, andconstrued in accordance with, the laws of the State of Wisconsin without giving effect to applicable principlesof conflict of laws to the extent that the application of the laws of anotherjurisdiction would be required thereby.

 

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

 

10.             Severability. In case any provision in this Agreementshall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall notin any way be affected or impaired thereby.

 

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be dulyexecuted 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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