**Exhibit 10.3**

 
| **BUSINESS LOAN AGREEMENT** | ** ** |
|-----------------------------|------------|

 
| **Principal**  $6,500,000.00                                                                                                                                                                                                                   | **Loan Date**  04-05-2010 | **Maturity**  11-05-2016 | **Loan No**  15525078252 | **Call / Coll**  1A2 / 101 | **Account** | **Officer  Krugeg** | **Initials** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|--------------------------|--------------------------|----------------------------|-------------|---------------------|--------------|
| 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, WI 54221-1957  |   |    | 200 E 10th Street     |
|      |                      |   |    | Sioux Falls, SD 57104 |

 

THIS BUSINESS LOANAGREEMENT dated April 5, 2010, is made and executed between TOWER TECHSYSTEMS INC (“Borrower”) and GREAT WESTERN BANK (“Lender”) on the followingterms and conditions. Borrower has received prior commercial loans from Lenderor has applied to Lender for a commercial loan or loans or other financialaccommodations, including those which may be described on any exhibit orschedule attached to this Agreement. Borrower understands and agrees that: (A) ingranting, renewing, or extending any Loan, Lender is relying upon Borrower’srepresentations, warranties, and agreements as set forth in this Agreement; (B) thegranting, renewing, or extending of any Loan by Lender at all times shall besubject to Lender’s sole judgment and discretion; and (C) all such Loansshall be and remain subject to the terms and conditions of this Agreement.

 

**TERM.**This Agreement shall be effective as of April 5,2010, and shall continuein full force and effect until such time as all of Borrower’s Loans in favor ofLender have been paid in full, including principal, interest, costs, expenses,attorneys’ fees, and other fees and charges, or until such time as the partiesmay agree in writing to terminate this Agreement.

 

**ADVANCEAUTHORITY.** The following person or persons are authorized torequest advances and authorize payments under the loan until Lender receivesfrom Borrower, at Lender’s address shown above, written notice of revocation ofsuch authority: MARK HENRICKSON, Chief Financial Officer of TOWER TECH SYSTEMSINC.

 

**CONDITIONSPRECEDENT TO EACH ADVANCE.** Lender’s obligation to make theinitial Advance and each subsequent Advance under this Agreement shall besubject to the fulfillment to Lender’s satisfaction of all of the conditionsset forth in this Agreement and in the Related Documents.

 

**LoanDocuments.** Borrower shall provide to Lender the followingdocuments for the Loan: (1) the Note; (2) Security Agreementsgranting to Lender security interests in the Collateral; (3) financingstatements and all other documents perfecting Lender’s Security Interests; (4) evidenceof insurance as required below; (5) guaranties; (6) together with allsuch Related Documents as Lender may require for the Loan; all in form andsubstance satisfactory to Lender and Lender’s counsel.

 

**Borrower’sAuthorization.** Borrower shall have provided in form andsubstance satisfactory to Lender properly certified resolutions, dulyauthorizing the execution and delivery of this Agreement, the Note and theRelated Documents. In addition, Borrower shall have provided such otherresolutions, authorizations, documents and instruments as Lender or itscounsel, may require.

 

**Paymentof Fees and Expenses.** Borrower shall have paid to Lender allfees, charges, and other expenses which are then due and payable as specifiedin this Agreement or any Related Document

 

**Representationsand Warranties.** The representations and warranties set forthin this Agreement, in the Related Documents, and in any document or certificatedelivered to Lender under this Agreement are true and correct.

 

**No Eventof Default**. There shall not exist at the time of any Advancea condition which would constitute an Event of Default under this Agreement orunder any Related Document.

 

**REPRESENTATIONS AND WARRANTIES.** Borrower represents and warrants to Lender,as of the date of this Agreement, as of the date of each disbursement of loanproceeds, as of the date of any renewal, extension or modification of any Loan,and at all times any Indebtedness exists:

 

**Organization.**Borrower is a corporation for profit which is, and at all times shall be, dulyorganized, validly existing, and in good standing under and by virtue of thelaws of the State of Wisconsin. Borrower is duly authorized to transactbusiness in the State of South Dakota and all other states in which Borrower isdoing business, having obtained all necessary filings, governmental licensesand approvals for each state in which Borrower is doing business. Specifically,Borrower is, and at all times shall be, duly qualified as a foreign corporationin all states in which the failure to so qualify would have a material adverseeffect on its business or financial condition. Borrower has the full power andauthority to own its properties and to transact the business in which it ispresently engaged or presently proposes to engage. Borrower maintains itsprincipal office at 101 S 16TH ST PO BOX 1957, MANITOWOC, WI 54221-1957. UnlessBorrower has designated otherwise in writing, this is the principal office atwhich Borrower keeps its books and records including its records concerning theCollateral. Borrower will notify Lender prior to any change in the location ofBorrower’s state of organization or any change in Borrower’s name. Borrowershall do all things necessary to preserve and to keep in full force and effectits existence, rights and privileges, and shall comply with all regulations,rules, ordinances, statutes, orders and decrees of any governmental orquasi-governmental authority or court applicable to Borrower and Borrower’sbusiness activities.

 

**AssumedBusiness Names.** Borrower has filed or recorded all documentsor filings required by law relating to all assumed business names used byBorrower. Excluding the name of Borrower, the following is a complete list ofall assumed business names under which Borrower does business: **None.**

 

**Authorization.**Borrower’s, execution, delivery, and performance of this Agreement and all theRelated Documents have been duly authorized by all necessary action by Borrowerand do not conflict with, result in a violation of, or constitute a defaultunder (1) any provision of (a) Borrower’s articles of incorporationor organization, or bylaws, or (b) any agreement or other instrument bindingupon Borrower or (2) any law, governmental regulation, court decree, ororder applicable to Borrower or to Borrower’s properties.

 

**FinancialInformation.** Each of Borrower’s financial statements suppliedto Lender truly and completely disclosed Borrower’s financial condition as ofthe date of the statement, and there has been no material adverse change inBorrower’s financial condition subsequent to the date of the most recentfinancial statement supplied to Lender. Borrower has no material contingentobligations except as disclosed in such financial statements.

 

**LegalEffect.** This Agreement constitutes, and any instrument oragreement Borrower is required to give under this Agreement when delivered willconstitute legal, valid, and binding obligations of Borrower enforceableagainst Borrower in accordance with their respective terms.

 

**Properties.**Except as contemplated by this Agreement or as previously disclosed in Borrower’sfinancial statements or in writing to Lender and as

 

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**BUSINESS LOAN AGREEMENT(Continued)**

 

accepted by Lender, andexcept for property tax liens for taxes not presently due and payable, Borrowerowns and has good title to all of Borrower’s properties free and clear of allSecurity Interests, and has not executed any security documents or financingstatements relating to such properties. All of Borrower’s properties are titledin Borrower’s legal name, and Borrower has not used or filed a financingstatement under any other name for at least the last five (5) years.

 

**Hazardous Substances.** Except as disclosed to and acknowledged byLender in writing, Borrower represents and warrants that (1) During theperiod of Borrower’s ownership of the Collateral, there has been no use,generation, manufacture, storage, treatment, disposal, release or threatenedrelease of any Hazardous Substance by any person on, under, about or from anyof the Collateral. (2) Borrower has no knowledge of, or reason to believethat there has been (a) any breach or violation of any Environmental Laws;(b) any use, generation, manufacture, storage, treatment, disposal,release or threatened release of any Hazardous Substance on, under, about orfrom the Collateral by any prior owners or occupants of any of the Collateral;or (c) any actual or threatened litigation or claims of any kind by anyperson relating to such matters. (3) Neither Borrower nor any tenant,contractor, agent or other authorized user of any of the Collateral shall use,generate, manufacture, store, treat, dispose of or release any Hazardous Substanceon, under, about or from any of the Collateral; and any such activity shall beconducted in compliance with all applicable federal, state, and local laws,regulations, and ordinances, including without limitation all EnvironmentalLaws. Borrower authorizes Lender and its agents to enter upon the Collateral tomake such inspections and tests as Lender may deem appropriate to determinecompliance of the Collateral with this section of the Agreement. Anyinspections or tests made by Lender shall be at Borrower’s expense and forLender’s purposes only and shall not be construed to create any responsibilityor liability on the part of Lender to Borrower or to any other person. Therepresentations and warranties contained herein are based on Borrower’s due diligencein investigating the Collateral for hazardous waste and Hazardous Substances.Borrower hereby (1) releases and waives any future claims against Lenderfor indemnity or contribution in the event Borrower becomes liable for cleanupor other costs under any such laws, and (2) agrees to indemnify, defend,and hold harmless Lender against any and all claims, losses, liabilities,damages, penalties, and expenses which Lender may directly or indirectlysustain or suffer resulting from a breach of this section of the Agreement oras a consequence of any use, generation, manufacture, storage, disposal,release or threatened release of a hazardous waste or substance on theCollateral. The provisions of this section of the Agreement, including theobligation to indemnify and defend, shall survive the payment of theIndebtedness and the termination, expiration or satisfaction of this Agreementand shall not be affected by Lender’s acquisition of any interest in any of theCollateral, whether by foreclosure or otherwise.

 

**Litigation and Claims.** No litigation, claim, investigation,administrative proceeding or similar action (Including those for unpaid taxes)against Borrower is pending or threatened, and no other event has occurredwhich may materially adversely affect Borrower’s financial condition orproperties, other than litigation, claims, or other events, if any, that havebeen disclosed to and acknowledged by Lender in writing.

 

**Taxes.**To the best of Borrower’s knowledge, all of Borrower’s tax returns and reportsthat are or were required to be filed, have been filed, and all taxes,assessments and other governmental charges have been paid in full, except thosepresently being or to be contested by Borrower in good faith in the ordinarycourse of business and for which adequate reserves have been provided.

 

**Lien Priority.** Unless otherwise previously disclosed to Lender in writing, Borrowerhas not entered into or granted any Security Agreements, or permitted thefiling or attachment of any Security Interests on or affecting any of theCollateral directly or indirectly securing repayment of Borrower’s Loan andNote, that would be prior or that may in any way be superior to Lender’sSecurity Interests and rights in and to such Collateral.

 

**Binding Effect.**This Agreement, the Note, a;l Security Agreements (if any), and allRelated Documents are binding upon the signers thereof, as well as upon theirsuccessors, representatives and assigns, and are legally enforceable inaccordance with their respective terms.

 

**AFFIRMATIVE COVENANTS.** Borrower covenants and agrees with Lenderthat, so long as this Agreement remains in effect, Borrower will:

 

**Noticesof Claims and Litigation.** Promptly inform Lender in writingof (1) all material adverse changes in Borrower’s financial condition, and(2) all existing and all threatened litigation, claims, investigations,administrative proceedings or similar actions affecting Borrower or anyGuarantor which could materially affect the financial condition of Borrower orthe financial condition of any Guarantor.

 

**FinancialRecords.** Maintain its books and records in accordance withGAAP, applied on a consistent basis, and permit Lender to examine and auditBorrower’s books and records at all reasonable times.

 

**FinancialStatements.** Furnish Lender with the following:

 

**AnnualStatements.** As soon as available, but in no event later thanone-hundred-twenty (120) days after the end of each fiscal year, Borrower’sbalance sheet and income statement for the year ended, compiled by a certifiedpublic accountant satisfactory to Lender.

 

**InterimStatements.** As soon as available, but in no event later than45 days after the end of each fiscal quarter, Borrower’s balance sheet andprofit and loss statement for the period ended, prepared by Borrower.

 

**Tax Returns.**As soon as available, but in no event later than thirty (30) days after theapplicable filing date for the tax reporting period ended, Federal and othergovernmental tax returns, prepared by a certified public accountantsatisfactory to Lender.

 

All financial reportsrequired to be provided under this Agreement shall be prepared in accordancewith GAAP, applied on a consistent basis, and certified by Borrower as beingtrue and correct

 

**AdditionalInformation.** Furnish such additional information and statements,as Lender may request from time to time.

 

**Insurance.**Maintain fire and other risk insurance, public liability insurance, and suchother insurance as Lender may require with respect to Borrower’s properties andoperations, in form, amounts, coverages and with insurance companies acceptableto Lender. Borrower, upon request of Lender, will deliver to Lender from timeto time the policies or certificates of insurance in form satisfactory toLender, including stipulations that coverages will not be cancelled ordiminished without at least ten (10) days prior written notice to Lender.Each insurance policy also shall include an endorsement providing that coveragein favor of Lender will not be impaired in any way by any act, omission ordefault of Borrower or any other person. In connection with all policiescovering assets in which Lender holds or is offered a security interest for theLoans, Borrower will provide Lender with such lender’s loss payable or otherendorsements as Lender may require.

 

**InsuranceReports.** Furnish to Lender, upon request of Lender, reportson each existing insurance policy showing such information as Lender mayreasonably request, including without limitation the following: (1) thename of the insurer; (2) the risks insured; (3) the amount of thepolicy; (4) the properties insured; (5) the then current propertyvalues on the basis of which insurance has been obtained, and the manner ofdetermining those values; and (6) the expiration date of the policy. Inaddition, upon request of Lender (however not more often than annually),Borrower will have an independent appraiser satisfactory to Lender determine,as applicable, the actual cash value or replacement cost of any Collateral. Thecost of such appraisal shall be paid by Borrower.

 

**Guaranties.**Prior to disbursement of any Loan proceeds, furnish executed guaranties of theLoans in favor of Lender, executed by the guarantor named below, on Lender’sforms, and in the amount and under the conditions set forth in thoseguaranties.

 
| **Name  of Guarantor** | ** ** | **Amount** | ** **   |
|------------------------|------------|------------|--------------|
| BROADWIND ENERGY, INC  |       | $          | 6,500,000.00 |   |
|                        |            |            |              |  |

 

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**BUSINESS LOAN AGREEMENT(Continued)**

 

**OtherAgreements.** Comply with all terms and conditions of all otheragreements, whether now or hereafter existing, between Borrower and any otherparty and notify Lender immediately in writing of any default in connectionwith any other such agreements.

 

**LoanProceeds.** Use all Loan proceeds solely for Borrower’sbusiness operations, unless specifically consented to the contrary by Lender inwriting.

 

**Taxes,Charges and Liens.** Pay and discharge when due all of itsindebtedness and obligations, including without Limitation all assessments,taxes, governmental charges, levies and liens, of every kind and nature,imposed upon Borrower or its properties, income, or profits, prior to the dateon which penalties would attach, and an lawful claims that, if unpaid, mightbecome a lien or charge upon any of Borrower’s properties, income, or profits.Provided however, Borrower will not be required to pay and discharge any suchassessment, tax, charge, levy, lien or claim so long as (1) the legalityof the same shall be contested in good faith by appropriate proceedings, and (2) Borrowershall have established on Borrower’s books adequate reserves with respect tosuch contested assessment, tax, charge, levy, lien, or claim in accordance withGAAP.

 

**Performance.**Perform and comply, in a timely manner, with all terms, conditions, andprovisions set forth in this Agreement, in the Related Documents, and in allother instruments and agreements between Borrower and Lender. Borrower shallnotify Lender immediately in writing of any default in connection with anyagreement

 

**Operations.**Maintain executive and management personnel with substantially the samequalifications and experience as the present executive and managementpersonnel; provide written notice to Lender of any change in executive andmanagement personnel; conduct its business affairs in a reasonable and prudentmanner.

 

**EnvironmentalStudies.** Promptly conduct and complete, at Borrower’sexpense, all such investigations, studies, samplings and testings as may berequested by Lender or any governmental authority relative to any substance, orany waste or by-product of any substance defined as toxic or a hazardoussubstance under applicable federal, state, or local law, rule, regulation,order or directive, at or affecting any property or any facility owned, leasedor used by Borrower.

 

**Compliancewith Governmental Requirements.** Comply with all laws,ordinances, and regulations, now or hereafter in effect, of all governmentalauthorities applicable to the conduct of Borrower’s properties, businesses andoperations, and to the use or occupancy of the Collateral, including withoutlimitation, the Americans With Disabilities Act. Borrower may contest in goodfaith any such law, ordinance, or regulation and withhold compliance during anyproceeding, including appropriate appeals, so long as Borrower has notifiedLender in writing prior to doing so and so long as, in Lender’s sole opinion,Lender’s interests in the Collateral are not jeopardized. Lender may requireBorrower to post adequate security or a surety bond, reasonably satisfactory toLender, to protect Lender’s interest

 

**Inspection.**Permit employees or agents of Lender at any reasonable time to Inspect any andall Collateral for the Loan or Loans and Borrower’s other properties and toexamine or audit Borrower’s books, accounts, and records and to make copies andmemoranda of Borrower’s books, accounts, and records. If Borrower now or at anytime hereafter maintains any records (including without limitation computergenerated records and computer software programs for the generation of suchrecords) in the possession of a third party, Borrower, upon request of Lender,shall notify such party to permit Lender free access to such records at allreasonable times and to provide Lender with copies of any records it mayrequest, all at Borrower’s expense.

 

**ComplianceCertificates.** Unless waived in writing by Lender, provideLender at least annually, with a certificate executed by Borrower’s chieffinancial officer, or other officer or person acceptable to Lender, certifyingthat the representations and warranties set forth in this Agreement are trueand correct as of the date of the certificate and further certifying that, asof the date of the certificate, no Event of Default exists under this Agreement

 

**EnvironmentalCompliance and Reports.** Borrower shall comply in all respectswith any and all Environmental Laws; not cause or permit to exist, as a resultof an intentional or unintentional action or omission on Borrower’s part or onthe part of any third party, on property owned and/or occupied by Borrower, anyenvironmental activity where damage may result to the environment, unless suchenvironmental activity is pursuant to and in compliance with the conditions ofa permit issued by the appropriate federal, state or local governmentalauthorities; shall furnish to Lender promptly and in any event within thirty(30) days after receipt thereof a copy of any notice, summons, lien, citation,directive, letter or other communication from any governmental agency orinstrumentality concerning any intentional or unintentional action or omissionon Borrower’s part in connection with any environmental activity whether or notthere is damage to the environment and/or other natural resources.

 

**AdditionalAssurances.** Make, execute and deliver to Lender suchpromissory notes, mortgages, deeds of trust security agreements, assignments,financing statements, instruments, documents and other agreements as Lender orits attorneys may reasonably request to evidence and secure the Loans and toperfect all Security Interests.

 

**LENDER’SEXPENDITURES.** If any action or proceeding is commenced thatwould materially affect Lender’s interest in the Collateral or if Borrowerfails to comply with any provision of this Agreement or any Related Documents,including but not limited to Borrower’s failure to discharge or pay when dueany amounts Borrower is required to discharge or pay under this Agreement orany Related Documents, Lender on Borrower’s behalf may (but shall not beobligated to) take any action that Lender deems appropriate, including but notlimited to discharging or paying all taxes, liens, security interests,encumbrances and other claims, at any time levied or placed on any Collateraland paying all costs for insuring, maintaining and preserving any Collateral.All such expenditures incurred or paid by Lender for such purposes will thenbear interest at the rate charged under the Note from the date incurred or paidby Lender to the date of repayment by Borrower. All such expenses will become apart of the Indebtedness and, at Lender’s option, will (A) be payable ondemand; (B) be added to the balance of the Note and be apportioned amongand be payable with any installment payments to become due during either (1) theterm of any applicable insurance policy; or (2) the remaining term of theNote; or (C) be treated as a balloon payment which will be due and payableat the Note’s maturity..

 

**NEGATIVECOVENANTS.** Borrower covenants and agrees with Lender thatwhile this Agreement is in effect, Borrower shall not, without the priorwritten consent of Lender.

 

**Indebtednessand Liens.** (1) Except for trade debt incurred in thenormal course of business and indebtedness to Lender contemplated by thisAgreement, create, incur or assume indebtedness for borrowed money, includingcapital leases, (2) sell, transfer, mortgage, assign, pledge, lease, granta security interest in, or encumber any of Borrower’s assets (except as allowedas Permitted Liens), or (3) sell with recourse any of Borrower’s accounts,except to Lender.

 

**Continuityof Operations.** (1) Engage in any business activitiessubstantially different than those in which Borrower is presently engaged, (2) ceaseoperations, liquidate, merge, transfer, acquire or consolidate with any otherentity, change its name, dissolve or transfer or sell Collateral out of theordinary course of business, or (3) pay any dividends on Borrower’s stock(other than dividends payable in its stock), provided, however thatnotwithstanding the foregoing, but only so long as no Event of Default hasoccurred and is continuing or would result from the payment of dividends, ifBorrower is a “Subchapter S Corporation’’ (as defined in the Internal RevenueCode of 1986, as amended), Borrower may pay cash dividends on its stock to itsshareholders from time to time in amounts necessary to enable the shareholdersto pay income taxes and make estimated income tax payments to satisfy theirliabilities under federal and state law which arise solely from their status asShareholders of a Subchapter S Corporation because of their ownership of sharesof Borrower’s stock, or purchase or retire any of Borrower’s outstanding sharesor alter or amend Borrower’s capital structure.

 

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**BUSINESS LOAN AGREEMENT(Continued)**

 

**Loans,Acquisitions and Guaranties.** (1) Loan, invest “in oradvance money or assets to any other person, enterprise or entity, (2) purchase,create or acquire any interest in any other enterprise or entity, or (3) incurany obligation as surety or guarantor other than in the ordinary course ofbusiness.

 

**Agreements.**Enter into any agreement containing any provisions which would be violated orbreached by the performance of Borrower’s obligations under this Agreement orin connection herewith.

 

**CESSATION OF ADVANCES.** If Lender has made any commitment to make anyLoan to Borrower, whether under this Agreement or under any other agreement,Lender shall have no obligation to make Loan Advances or to disburse Loanproceeds if: (A) Borrower or any Guarantor is in default under the termsof this Agreement or any of the Related Documents or any other agreement thatBorrower or any Guarantor has with Lender; (B) Borrower or any Guarantordies, becomes incompetent or becomes insolvent, files a petition in bankruptcyor similar proceedings, or is adjudged a bankrupt; (C) there occurs amaterial adverse change in Borrower’s financial condition, in the financialcondition of any Guarantor, or in the value of any Collateral securing anyLoan; or (D) any Guarantor seeks, claims or otherwise attempts to limit,modify or revoke such Guarantor’s guaranty of the Loan or any other loan withLender; or (E) Lender in good faith deems itself insecure, even though noEvent of Default shall have occurred.

 

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

 

**DEFAULT.** Each of the following shall constitute an Event of Default under thisAgreement:

 

**PaymentDefault.** Borrower fails to make any payment when due underthe Loan.

 

**OtherDefaults.** Borrower fails to comply with or to perform anyother term, obligation, covenant or condition contained in this Agreement or inany of the Related Documents or to comply with or to perform any term,obligation, covenant or condition contained in any other agreement betweenLender and Borrower.

 

**FalseStatements.** Any warranty, representation or statement made orfurnished to Lender by Borrower or on Borrower’s behalf under this Agreement orthe Related Documents is false or misleading in any material respect, eithernow or at the time made or furnished or becomes false or misleading at any timethereafter.

 

**Insolvency.**The dissolution or termination of Borrower’s existence as a going business, theinsolvency of Borrower, the appointment of a receiver for any part of Borrower’sproperty, any assignment for the benefit of creditors, any type of creditorworkout, or the commencement of any proceeding under any bankruptcy orinsolvency laws by or against Borrower.

 

**DefectiveCollateralization.** This Agreement or any of the RelatedDocuments ceases to be in full force and effect (including failure of anycollateral document to create a valid and perfected security interest or lien)at any time and for any reason.

 

**Creditoror Forfeiture Proceedings.** Commencement of foreclosure orforfeiture proceedings, whether by judicial proceeding, self-help, repossessionor any other method, by any creditor of Borrower or by any governmental agencyagainst any collateral securing the Loan. This includes a garnishment of any ofBorrower’s accounts, including deposit accounts, with Lender. However, thisEvent of Default shall not apply if there is a good faith dispute by Borroweras to the validity or reasonableness of the claim which is the basis of thecreditor or forfeiture proceeding and if Borrower gives Lender written notice ofthe creditor or forfeiture proceeding and deposits with Lender monies or asurety bond for the creditor or forfeiture proceeding, in an amount determinedby Lender, in its sole discretion, as being an adequate reserve or bond for thedispute.

 

**EventsAffecting Guarantor.** Any of the preceding events occurs withrespect to any Guarantor of any of the Indebtedness or any Guarantor dies orbecomes incompetent, or revokes or disputes the validity of, or liabilityunder, any Guaranty of the Indebtedness.

 

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

 

**AdverseChange.** A material adverse change occurs in Borrower’sfinancial condition, or Lender believes the prospect of payment or performanceof the Loan is impaired.

 

**Right toCure.** If any default, other than a default on Indebtedness,is curable and if Borrower or Grantor, as the case may be, has not been given anotice of a similar default within the preceding twelve (12) months, it may becured if Borrower or Grantor, as the case may be, after Lender sends writtennotice to Borrower or Grantor, as the case may be, demanding cure of suchdefault: (1) cure the default within fifteen (15) days; or (2) if thecure requires more than fifteen (15) days, immediately initiate steps whichLender deems in Lender’s sole discretion to be sufficient to cure the defaultand thereafter continue and complete all reasonable and necessary stepssufficient to produce compliance as soon as reasonably practical.

 

**EFFECT OF AN EVENT OF DEFAULT.** If any Event of Default shall occur, exceptwhere otherwise provided in this Agreement or the Related Documents, allcommitments and obligations of Lender under this Agreement or the RelatedDocuments or any other agreement immediately will terminate (including anyobligation to make further Loan Advances or disbursements), and, at Lender’soption, all Indebtedness immediately will become due and payable, all withoutnotice of any kind to Borrower, except that in the case of an Event of Defaultof the type described in the “Insolvency” subsection above, such accelerationshall be automatic and not optional. In addition, Lender shall have all therights and remedies provided in the Related Documents or available at law, inequity, or otherwise. Except as may be prohibited by applicable law, all ofLender’s rights and remedies shall be cumulative and may be exercisedsingularly or concurrently. Election by Lender to pursue any remedy shall notexclude pursuit of any other remedy, and an election to make expenditures or totake action to perform an obligation of Borrower or of any Grantor shall notaffect Lender’s right to declare a default and to exercise its rights andremedies.

 

**MISCELLANEOUS PROVISIONS.** The following miscellaneous provisions are apart of this Agreement:

 

**Amendments.**This Agreement, together with any Related Documents,constitutes the entire understanding and agreement of the parties as to thematters set forth in this Agreement. No alteration of or amendment to this Agreementshall be effective unless given in writing and signed by the party or partiessought to be charged or bound by the alteration or amendment.

 

**Attorneys’Fees; Expenses.** Borrower agrees to pay upon demand all ofLender’s costs and expenses, including Lender’s attorneys’ fees and Lender’slegal expenses, incurred in connection with the enforcement of this Agreement.Lender may hire or pay someone else to help enforce this Agreement and Borrowershall pay the costs and expenses of such enforcement. Costs and expensesinclude Lender’s attorneys’ fees and legal expenses whether or not there is alawsuit, including attorneys’ fees and legal expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay orinjunction), appeals, and any anticipated post-judgment collection services.Borrower also shall pay all court costs and such additional fees as may bedirected by the court

 

**CaptionHeadings.** Caption headings in this Agreement are forconvenience purposes only and are not to be used to interpret or define theprovisions of this Agreement

 

**Consentto Loan Participation.** Borrower agrees and consents to Lender’ssale or transfer, whether now or later, of one or more participation

 

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**BUSINESS LOAN AGREEMENT(Continued)**

 

interests in the Loan toone or more purchasers, whether related or unrelated to Lender. Lender mayprovide, without any limitation whatsoever, to any one or more purchasers, orpotential purchasers, any information or knowledge Lender may have aboutBorrower or about any other matter relating to the Loan, and Borrower herebywaives any rights to privacy Borrower may have with respect to such matters.Borrower additionally waives any and all notices of sale of participationinterests, as well as all notices of any repurchase of such participationinterests. Borrower also agrees that the purchasers of any such participationinterests will be considered as the absolute owners of such interests in theLoan and will have all the rights granted under the participation agreement oragreements governing the sale of such participation interests. Borrower furtherwaives all rights of offset or counterclaim that it may have now or lateragainst Lender or against any purchaser of such a participation interest andunconditionally agrees that either Lender or such purchaser may enforceBorrower’s obligation under the Loan irrespective of the failure or insolvencyof any holder of any interest in the Loan. Borrower further agrees that thepurchaser of any such participation interests may enforce its interestsirrespective of any personal claims or defenses that Borrower may have againstLender.

 

**GoverningLaw.** This Agreement will be governed by federal lawapplicable to Lender and, to the extent not preempted by federal law, the lawsof the State of South Dakota without regard to its conflicts of law provisions.This Agreement has been accepted by Lender in the State of South Dakota.

 

**Choiceof Venue.** If there is a lawsuit, Borrower agrees upon Lender’srequest to submit to the jurisdiction of the courts of Minnehaha County, Stateof South Dakota.

 

**NoWaiver by Lender.** Lender shall not be deemed to have waivedany rights under this Agreement unless such waiver is given in writing and signedby Lender. No delay or omission on the part of Lender in exercising any rightshall operate as a waiver of such right or any other right. A waiver by Lenderof a provision of this Agreement shall not prejudice or constitute a waiver ofLender’s right otherwise to demand strict compliance with that provision or anyother provision of this Agreement. No prior waiver by Lender, nor any course ofdealing between Lender and Borrower, or between Lender and any Grantor, shallconstitute a waiver of any of Lender’s rights or of any of Borrower’s or anyGrantor’s obligations as to any future transactions. Whenever the consent ofLender is required under this Agreement, the granting of such consent by Lenderin any instance shall not constitute continuing consent to subsequent instanceswhere such consent is required and in all cases such consent may be granted orwithheld in the sole discretion of Lender.

 

**Notices.**Any notice required to be given under this Agreement shall be given in writing,and shall be effective when actually delivered, when actually received bytelefacsimile (unless otherwise required by law), when deposited with anationally recognized overnight courier, or, if mailed, when deposited in theUnited States mail, as first class, certified or registered mail postageprepaid, directed to the addresses shown near the beginning of this Agreement.Any party may change its address for notices under this Agreement by givingformal written notice to the other parties, specifying that the purpose of the noticeis to change the party’s address. For notice purposes, Borrower agrees to keepLender informed at all times of Borrower’s current address. Unless otherwiseprovided or required by law, if there is more than one Borrower, any noticegiven by Lender to any Borrower is deemed to be notice given to all Borrowers.

 

**Severability.**If a court of competent jurisdiction finds any provision of this Agreement tobe illegal, invalid, or unenforceable as to any circumstance, that findingshall not make the offending provision illegal, invalid, or unenforceable as toany other circumstance. If feasible, the offending provision shall beconsidered modified so that it becomes legal, valid and enforceable. If theoffending provision cannot be so modified, it shall be considered deleted fromthis Agreement. Unless otherwise required by law, the illegality, invalidity,or unenforceability of any provision of this Agreement shall not affect thelegality, validity or enforceability of any other provision of this Agreement.

 

**Subsidiariesand Affiliates of Borrower.** To the extent the context of anyprovisions of this Agreement makes it appropriate, including without limitationany representation, warranty or covenant, the word “Borrower” as used in thisAgreement shall include all of Borrower’s subsidiaries and affiliates.Notwithstanding the foregoing however, under no circumstances shall thisAgreement be construed to require Lender to make any Loan or other financialaccommodation to any of Borrower’s subsidiaries or affiliates.

 

**Successorsand Assigns.** All covenants and agreements by or on behalf ofBorrower contained in this Agreement or any Related Documents shall bindBorrower’s successors and assigns and shall inure to the benefit of Lender andits successors and assigns. Borrower shall not, however, have the right toassign Borrower’s rights under this Agreement or any interest therein, withoutthe prior written consent of Lender.

 

**Survivalof Representations and Warranties.** Borrower understands andagrees that in making the Loan, Lender is relying on all representations,warranties, and covenants made by Borrower in this Agreement or in anycertificate or other instrument delivered by Borrower to Lender under thisAgreement or the Related Documents. Borrower further agrees that regardless ofany investigation made by Lender, all such representations, warranties andcovenants will survive the making of the Loan and delivery to Lender of theRelated Documents, shall be continuing in nature, and shall remain in fullforce and effect until such time as Borrower’s indebtedness shall be paid infull, or until this Agreement shall be terminated in the manner provided above,whichever is the last to occur.

 

**Time isof the Essence.** Time is of the essence in the performance ofthis Agreement.

 

**DEFINITIONS.** The following capitalized words and terms shall have the followingmeanings when used in this Agreement. Unless specifically stated to thecontrary, all references to dollar amounts shall mean amounts in lawful moneyof the United States of America. Words and terms used in the singular shallinclude the plural, and the plural shall include the singular, as the contextmay require. Words and terms not otherwise defined in this Agreement shall havethe meanings attributed to such terms in the Uniform Commercial Code.Accounting words and terms not otherwise defined in this Agreement shall havethe meanings assigned to them in accordance with generally accepted accountingprinciples as in effect on the date of this Agreement.

 

**Advance.**The word “Advance” means a disbursement of Loan funds made, or to be made, toBorrower or on Borrower’s behalf on a line of credit or multiple advance basisunder the terms and conditions of this Agreement.

 

**Agreement.**The word “Agreement” means this Business Loan Agreement, asthis Business Loan Agreement may be amended or modified from time to time,together with all exhibits and schedules attached to this Business LoanAgreement from time to time.

 

**Borrower.**The word “Borrower” means TOWER TECH SYSTEMS INC and includes all co-signersand co-makers signing the Note and all their successors and assigns.

 

**Collateral.**The word “Collateral” means all property and assets granted as collateralsecurity for a Loan, whether real or personal property, whether granteddirectly or indirectly, whether granted now or in the future, and whethergranted in the form of a security interest, mortgage, collateral mortgage, deedof trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattelmortgage, chattel trust, factor’s lien, equipment trust, conditional sale,trust receipt, lien, charge, lien or title retention contract, lease orconsignment intended as a security device, or any other security or lieninterest whatsoever, whether created by law, contract, or otherwise.

 

**EnvironmentalLaws.** The words “Environmental Laws” mean any and all state,federal and local statutes, regulations and ordinances relating to theprotection of human health or the environment, including without limitation theComprehensive Environmental Response, Compensation, and Liability Act of 1980,as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the SuperfundAmendments and Reauthorization Act of 1986, Pub. L No. 99-499 (“SARA”),the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, etseq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,et seq., or other applicable state or federal laws, rules, or regulationsadopted pursuant thereto.

 

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**BUSINESS LOAN AGREEMENT(Continued)**

 

**Event ofDefault.** The words “Event of Default” mean any of the eventsof default set forth in this Agreement in the default section of this Agreement.

 

**GAAP.**The word “GAAP” means generally accepted accounting principles.

 

**Grantor.**The word “Grantor” means each and all of the persons or entities granting aSecurity Interest in any Collateral for the Loan, including without limitationall Borrowers granting such a Security Interest.

 

**Guarantor.**The word “Guarantor” means any guarantor, surety, or accommodation party of anyor all of the Loan.

 

**Guaranty.**The word “Guaranty” means the guaranty from Guarantor to Lender, includingwithout limitation a guaranty of all or part of the Note.

 

**HazardousSubstances.** The words “Hazardous Substances” mean materialsthat, because of their quantity, concentration or physical, chemical orinfectious characteristics, may cause or pose a present or potential hazard tohuman health or the environment when improperly used, treated, stored, disposedof, generated, manufactured, transported or otherwise handled. The words “HazardousSubstances” are used in their very broadest sense and include withoutlimitation any and all hazardous or toxic substances, materials or waste asdefined by or listed under the Environmental Laws. The term “HazardousSubstances” also includes, without limitation, petroleum and petroleumby-products or any fraction thereof and asbestos.

 

**Indebtedness.**The word “Indebtedness” means the indebtedness evidenced by the Note or RelatedDocuments, including all principal and interest together with all otherindebtedness and costs and expenses for which Borrower is responsible underthis Agreement or under any of the Related Documents.

 

**Lender.**The word “Lender” means GREAT WESTERN BANK, its successors and assigns.

 

**Loan.**The word “Loan” means any and all loans and financial accommodations fromLender to Borrower whether now or hereafter existing, and however evidenced,including without limitation those loans and financial accommodations describedherein or described on any exhibit or schedule attached to this Agreement fromtime to time.

 

**Note.**The word “Note” means the Note executed by TOWER TECH SYSTEMS INC in theprincipal amount of $6,500,000.00 dated April 5, 2010, together with allrenewals of, extensions of, modifications of, refinancings of, consolidationsof, and substitutions for the note or credit agreement

 

**PermittedLiens.** The words “Permitted Liens” mean (1) liens andsecurity interests securing Indebtedness owed by Borrower to Lender; (2) liensfor taxes, assessments, or similar charges either not yet due or beingcontested in good faith; (3) liens of materialmen, mechanics,warehousemen, or carriers, or other like liens arising in the ordinary courseof business and securing obligations which are not yet delinquent; (4) purchasemoney liens or purchase money security interests upon or in any propertyacquired or held by Borrower in the ordinary course of business to secureindebtedness outstanding on the date of this Agreement or permitted to beincurred under the paragraph of this Agreement titled “Indebtedness and Liens”;(5) liens and security interests which, as of the date of this Agreement,have been disclosed to and approved by the Lender in writing; and (6) thoseliens and security interests which in the aggregate constitute an immaterialand insignificant monetary amount with respect to the net value of Borrower’sassets.

 

**RelatedDocuments.** The words “Related Documents” mean all promissorynotes, credit agreements, loan agreements, environmental agreements,guaranties, security agreements, mortgages, deeds of trust, security deeds,collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing, executed in connection with the Loan.

 

**SecurityAgreement.** The words “Security Agreement” mean and includewithout limitation any agreements, promises, covenants, arrangements,understandings or other agreements, whether created by law, contract, orotherwise, evidencing, governing, representing, or creating a SecurityInterest.

 

**SecurityInterest.** The words “Security Interest” mean, withoutlimitation, any and all types of collateral security, present and future,whether in the form of a lien, charge, encumbrance, mortgage, deed of trustsecurity deed, assignment, pledge, crop pledge, chattel mortgage, collateralchattel mortgage, chattel trust, factor’s lien, equipment trust conditionalsale, trust receipt, lien or title retention contract, lease or consignmentintended as a security device, or any other security or lien interestwhatsoever whether created by law, contract or otherwise.

 

BORROWER ACKNOWLEDGESHAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWERAGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED APRIL 5, 2010.

 

BORROWER:

 

 
| TOWER  TECH SYSTEMS INC |
|-------------------------|
|                    |   |
| By:                     | /s/ Michael L Salutz |   |
|                    | MICHAEL L SALUTZ, GROUP  CONTROLLER &   TREAS of TOWER TECH SYSTEMS INC |

 

LENDER:

 

 

GREAT WESTERN BANK

 

 
| By:    | /s/ Gerald Kruger |   |
|--------|-------------------|--------|
|   | Authorized Signer |

 

LASER PRO Landing.Ver.6.48.10.005 Copr. Harland Financial Solutions, Inc. 1997, 2010. All Rights Reserved3D c:\ illegible  

 

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