**Exhibit 10.4**

** **

**CHANGE IN TERMSAGREEMENT**

 
| **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 |

 
| Principal Amount: $6,500,000.00 | Date of Agreement: April 5, 2010 |
|---------------------------------|---------------------------------------|

 

**DESCRIPTION OF EXISTING INDEBTEDNESS.** LOAN #15525078252 FROM TOWER TECH SYSTEMS INC(“BORROWER”) TO GREAT WESTERN BANK (“LENDER”) DATED APRIL 28, 2009.

 

**DESCRIPTION OF COLLATERAL.** COLLATERAL REAL ESTATE MORTGAGE FROM BORROWERTO LENDER DATED APRIL 28, 2009; COMMERCIAL SECURITY AGREEMENT BETWEEN BORROWERAND LENDER DATED APRIL 28, 2009; AND COMMERCIAL GUARANTY FROM BROADWIND ENERGY,INC. (“GUARANTOR”) TO LENDER DATED APRIL 27, 2009 (EACH AS MODIFIED BY LETTERAGREEMENT DATED APRIL 28, 2009 BY AND AMONG LENDER, BORROWER AND GUARANTOR);AND SUBORDINATION AGREEMENT BY AND BETWEEN LENDER AND GUARANTOR DATED APRIL 27,2009.

 

**DESCRIPTION OF CHANGE IN TERMS.**TO CONVERT THE EXISTING CONSTRUCTION LOAN TO ATERM LOAN CALLING FOR MONTHLY PAYMENTS OF PRINCIPAL PLUS INTEREST, EXTENDINGTHE MATURITY DATE OF NOVEMBER 5, 2016, REDUCING THE PRINCIPAL AMOUNT TO$6,500,000.00, AND CHANGING THE PER ANNUM INTEREST RATE FROM 7.50% FIXED TO8.50% FIXED. A PORTION OF THE $2,000,000.00 DEPOSIT BEING HELD BY LENDER INSAVINGS ACCOUNT NUMBER 1347401 (THE “DEPOSIT”), IN THE AMOUNT SET FORTH BELOW,IS HEREBY APPLIED TO PAYMENT OF THE UNPAID PRINCIPAL BALANCE OF THECONSTRUCTION LOAN IN EXCESS OF $6,500,000.00; THE REMAINDER OF THE DEPOSIT ISNO LONGER NEEDED FOR SECURITY AND IS BEING REFUNDED TO BORROWER, AND THEASSIGNMENT OF DEPOSIT ACCOUNT FROM BORROWER TO LENDER DATED APRIL 28, 2009 ISHEREBY TERMINATED AND OF NO FURTHER FORCE AND EFFECT. THE PARTIES ACKNOWLEDGETHAT CONSTRUCTION OF THE PROJECT IS COMPLETE, AND THE CONSTRUCTION LOANAGREEMENT BETWEEN LENDER AND BORROWER DATED APRIL 28, 2009 AND THE RELATEDCONSTRUCTION LOAN DISBURSING AGREEMENT ARE HEREBY TERMINATED AND OF NO FURTHERFORCE AND EFFECT. THE PRINCIPAL PAYMENT OF $83,333.00 PLUS INTEREST WILL BEGINON MAY 5, 2010 AND CONTINUE EACH MONTH THEREAFTER UNTIL MATURITY ONNOVEMBER 5, 2016. BORROWER AGREES TO PAY ACCRUED INTEREST TO DATE IN THE AMOUNTOF $42,472.61, A PRINCIPAL REDUCTION PAYMENT IN THE AMOUNT OF $247,673.71 (TOBE PAID FROM THE DEPOSIT AS PROVIDED ABOVE), DOCUMENT REVIEW FEES OF $2,265.75(CUTLER & DONAHOE, LLP), A FILING FEE OF $12.00 (REGISTER OF DEEDS)AND AN ORIGINATION FEE OF $65,000.00 TO LENDER UPON EXECUTION OF THIS CHANGE INTERMS AGREEMENT. THIS CHANGE IN TERMS AGREEMENT INCORPORATES IN FULL THE LETTERAGREEMENT OF EVEN DATE HEREWITH MODIFYING THE TERMS OF CERTAIN LOAN DOCUMENTSBY AND AMONG LENDER, BORROWER AND GUARANTOR.

 

**CONTINUING VALIDITY.**Except as expressly changed by this Agreement,the terms of the original obligation or obligations, including all agreementsevidenced or securing the obligation(s), remain unchanged and in full force andeffect. Consent by Lender to this Agreement does not waive Lender’s right tostrict performance of the obligation(s) as changed, nor obligate Lender tomake any future change in terms. Nothing in this Agreement will constitute asatisfaction of the obligation(s). It is the intention of Lender to retain asliable parties all makers and endorsers of the original obligation(s),including accomodation parties, unless a party is expressly released by Lenderin writing. Any maker or endorser, including accomodation makers, will not bereleased by virtue of this Agreement. If any person who signed the originalobligation does not sign this Agreement below, then all persons signing belowacknowledge that this Agreement is given conditionally, based on therepresentation to Lender that the non-signing party consents to the changes andprovisions of this Agreement or otherwise will not be realeased by it. Thewaiver applies not only to any initial extention, modification or release, butalso to all such subsequent actions.

 

PRIORTO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OFTHIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

 
| BORROWER:               | LENDER:                                                                          |
|-------------------------|----------------------------------------------------------------------------------|
|                    |                                                                             |
|                    |                                                                             |
| TOWER TECH SYSTEMS INC. | GREAT  WESTERN BANK                                                              |
|                    |                                                                             |
| By:                     | /s/ Michael L Salutz                                                             |   | By: | /s/ Gerald Kruger |
|                    | MICHAEL L SALUTZ, GROUP  CONTROLLER &   TREAS of TOWER TECH SYSTEMS INC |   | Gerald Kruger, SVP |
|                         |                                                                                  |  |  |  |

 

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

 

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