Exhibit 10.2


 


PLEDGE AGREEMENT


 


This PLEDGE AGREEMENT dated as of January 15, 2009 (together with
all amendments, if any, from time to time hereto, this “Agreement”)
between Broadwind Energy, Inc., a Delaware corporation (the “Pledgor”)
and Bank of America, N.A (the “Secured Party”).


 


WITNESSETH:


 


WHEREAS, pursuant to that certain Loan and Security Agreement dated January 17,
1997 (as amended from time to time, the “Loan Agreement”) among Brad
Foote Gear Works, Inc. (f/k/a BFG Acquisition Corp.) (“Borrower”),
as Borrower, and Bank of America, N.A. (f/k/a LaSalle Bank National
Association, f/k/a LaSalle National, f/k/a LaSalle Bank NI), as lender (in such
capacity, the “Lender”), the Lender made term loans (the “Term Loans”)
and has agreed to make revolving loans (the “Revolving Loans”);


 


Whereas, pursuant to the Subsidiary Loan Documents, the Lender has
additionally made term loans to certain subsidiaries of the Borrower (the “Subsidiary
Loans”, and together with the Term Loans and the Revolving Loans, the “Loans”);


 


WHEREAS, the Pledgor has executed and delivered an Unconditional
Guaranty dated as of the date hereof, (the “Guaranty”) of the
obligations of the Borrower, 1309 and 5100 in respect of the Loan Agreement,
the Loan Documents and the Subsidiary Loan Documents and the obligations of the
Pledgor under the Guaranty are to be secured pursuant to this Agreement;


 


WHEREAS, the Pledgor is the record and beneficial owner of the
Securities listed in Part A of Schedule I hereto and
the holder of certain indebtedness or other accounts owed to the Pledgor by
Borrower, 1309 or 5100;


 


WHEREAS, the Pledgor benefits from the credit facilities made available
to Borrower under the Loan Agreement;


 


WHEREAS, in consideration of the Lender making the Loans as provided
for in the Loan Agreement and the Subsidiary Loan Documents, the Pledgor has
agreed to pledge its Pledged Collateral to Lender in accordance herewith;


 


NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and to induce the Lender to make certain amendments to
the Loan Agreement, the other Loan Documents and the Subsidiary Loan Documents,
it is agreed as follows:


 


1.                                     Definitions. 
Unless otherwise defined herein, terms defined in the Loan Agreement are
used herein as therein defined, and the following shall have (unless otherwise
provided elsewhere in this Agreement) the following respective meanings (such
meanings being equally applicable to both the singular and plural form of the
terms defined):


 


“Bankruptcy Code” means title 11, United
States Code, as amended from time to time, and any successor statute
thereto;


 

















 


“Pledged Collateral” has the meaning assigned to such term in Section 2
hereof;


 


“Pledged Debt” means all indebtedness or monetary obligations
owed to the Pledgor by Borrower, 1309 or 5100, and any promissory notes or
other evidence thereof;


 


“Pledged Entity” means an issuer of Pledged Securities or
Pledged Debt;


 


“Pledged Entity Acknowledgment” means an acknowledgment
substantially in the form of Schedule III  hereto;


 


“Pledged Securities” means those Securities of the Borrower
owned by the Pledgor;


 


“Secured Obligations” means with respect to the Pledgor all
obligations of the Pledgor to the Lender (including monetary obligations
accrued during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding), howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to
become due, which arise out of or in connection with (a) its Guaranty and
this Agreement, (b) under any rate management agreement to which the
Pledgor is a party, in  each case as the
same may be amended, modified, extended or renewed from time to time, and (c) treasury
management services (other than treasury management services provided after the
Termination Date) provided to the Pledgor by the Lender or affiliate of the
Lender.


 


“Securities” means all shares, options, warrants, general or
limited partnership interests, membership interests or other equivalents
(regardless of how designated) of or in a corporation, partnership, limited
liability company or equivalent entity whether voting or nonvoting, including
common stock, preferred stock or any other “equity security” (as such term is
defined in Rule 3al1-1 of the General Rules and Regulations
promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934).


 


“Termination
Date” means the first date hereafter on which (i) all of the Secured
Obligations described in clause (a) of the definition thereof shall
have been paid in full, (ii) all rate management agreements and all
treasury management agreements between the Lender, on the one hand, and
Borrower, 1309 or 5100, on the other hand, have been terminated and (iii) all
commitments of the Lender to make financial accommodations under the Loan
Documents have terminated.


 


2.                                     Pledge.  The
Pledgor hereby pledges to the Secured Party and grants to the Secured Party a
security interest in all of the Pledgor’s right, title and interest, whether
now owned or held or hereafter acquired, in, to and under the following
(collectively, the “Pledged Collateral”):


 


(a)                                  the Pledged Securities, which as of
the date here of are listed in Part A of Schedule I,  and the certificates, if any, representing such Pledged
Securities, and all dividends, distributions, cash, instruments, options,
warrants and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such
Pledged Securities;


 


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(b)                                 any
additional Securities of the Borrower from time to time acquired by the Pledgor
in any manner (which securities shall be deemed to be part of the Pledged
Securities), and the certificates representing such additional shares, if any,
and all dividends, distributions, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Securities;


 


(c)                                  the
Pledged Debt, which as of the date hereof is in the amount listed on Part B
of Schedule I, and any instruments and other writings representing
such Pledged Debt, and all interest, principal and other amounts from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such Pledged Debt;


 


(d)                                 any
additional indebtedness or other monetary obligations owed to the Pledgor by
Borrower, 1309 or 5100 (which indebtedness shall be deemed to be part of the
Pledged Debt), and any instruments representing such additional indebtedness,
and all interest, principal and other amounts from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such debt; and


 


(e)                                  all
proceeds (as such term is defined in Section 9-102(a)(64) of the Uniform
Commercial Code) of such Pledged Collateral.


 


3.                                     Security for Obligations. 
This Agreement secures, and the Pledgor’s Pledged Collateral is security
for, the prompt payment in full when due, whether at stated maturity, by
acceleration or otherwise, and performance of, the Pledgor’s Secured
Obligations including, without limitation, all fees, costs and expenses whether
in connection with collection actions hereunder or otherwise.


 


4.                                     Delivery of Pledged Collateral and
Acknowledgments.  All certificates and all promissory notes and
instruments evidencing the Pledged Collateral shall be delivered to and held by
or on behalf of the Secured Party pursuant hereto.  All Pledged Securities shall be accompanied
by duly executed instruments of transfer or assignment in blank, all in form
and substance satisfactory to the Secured Party.  All promissory notes, instruments or other
writing evidencing Pledged Debt shall be accompanied by (i) an allonge or
such other endorsement as may be requested by the Secured Party and (ii) a
subordination agreement in form and substance satisfactory to the Secured Party
in its sole discretion.  The
Pledgor shall cause each Pledged Entity to execute a Pledged Entity
Acknowledgement.


 


5.                                     Representations and Warranties. 
The Pledgor represents and warrants to the Secured Party with respect to
itself and its Pledged Collateral that:


 


(a)                                  The
Pledgor is, and at the time of delivery of the Pledged Securities to the
Secured Party will be, the sole holder of record and the sole beneficial owner
of such Pledged Collateral pledged by the Pledgor free and clear of any lien
thereon or affecting the title thereto, except for Permitted Liens; the Pledgor
is and at the time of delivery of the Pledged Debt to the Secured Party will
be, the sole owner 


 


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of such Pledged
Collateral free and clear of any lien thereon or affecting title thereto,
except for Permitted Liens;


 


(b)                                 All of its Pledged Securities have
been duly authorized, validly issued and are fully paid and non-assessable;


 


(c)                                  All
of its Pledged Debt is subordinated to all Guaranteed Obligations (as defined
in the Guaranty);


 


(d)                                 The Pledgor has the right and
requisite authority to pledge, assign, transfer, deliver, deposit and set over
the Pledged Collateral pledged by the Pledgor to the Secured Party as provided
herein;


 


(e)                                  None of the Pledged Securities has
been issued or transferred in violation of the securities registration,
securities disclosure or similar laws of any jurisdiction to which such
issuance or transfer may be subject;


 


(f)                                    All of the Pledged Securities are
presently owned by the Pledgor, and are either presently uncertificated or
represented by the certificates as listed on Part A of Schedule I  hereto. 
As of the date hereof, there are no existing options, warrants, calls or
commitments of any character whatsoever relating to such Pledged
Securities.  All of the Pledged Debt is
presently owned by Pledgor and is presently represented by the promissory notes
or other instruments listed on Part B of Schedule I hereto.


 


(g)                                 No consent, approval, authorization
or other order or other action by, and no notice to or filing with, any
governmental authority or any other Person is required (i) for the pledge
by the Pledgor of its Pledged Collateral pursuant to this Agreement or for the
execution, delivery or performance of this Agreement by the Pledgor, or (ii) for
the exercise by the Secured Party of the voting or other rights provided for in
this Agreement or the remedies in respect of the Pledged Collateral pursuant to
this Agreement, except as may be required in connection with such disposition by
laws affecting the offering and sale of securities generally;


 


(h)                                 The pledge of such Pledged
Collateral pursuant to this Agreement will create a valid lien on, and the
filing of a financing statement against the Pledgor in its state of
organization describing the Pledged Collateral or, in the case of Pledged
Securities represented by certificates and Pledged Debt represented by
promissory notes or other instruments, delivery of such certificate or
promissory note or other instrument together with any necessary stock powers or
allonges, will create a perfected security interest in favor of, the Secured
Party in such Pledged Collateral and the proceeds thereof, securing the payment
of the Secured Obligations, subject to no other lien other than Permitted Liens;


 


(i)                                     This Agreement has been duly
authorized, executed and delivered by the Pledgor and constitutes a legal,
valid and binding obligation of the Pledgor enforceable against the Pledgor in
accordance with its terms;


 


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(j)                                     The Pledged Securities constitute
the percentage of the issued and outstanding Securities of each Pledged Entity
set forth in Part A of Schedule I hereto; and


 


(k)                                  (i) the
Pledgor’s true legal name as registered
in the jurisdiction in which the Pledgor is incorporated, state of
incorporation, organizational identification number as designed by the state of
its incorporation, chief executive office, and principal place of
business (or, if it has more than one place of business, its chief executive
office) are as set forth on Schedule V hereto and the Pledgor has not
maintained its chief executive office and principal place of business at any
other locations during the four months prior to the date hereof; (ii) except
as disclosed on Schedule V, the Pledgor is not now known and during the
five years preceding the date hereof has not previously been known by any trade
name; (iii) except as disclosed on Schedule V, during the five
years preceding the date hereof the Pledgor has not been known by any legal
name different from the one set forth on the signature page of this
Agreement and (iv) except as disclosed on Schedule V, during the
year preceding the date hereof, the Pledgor has not been the subject of any
merger or other corporate reorganization.


 


6.                                     Covenants. 
The Pledgor covenants and agrees with respect to itself and its Pledged
Collateral that until the Termination Date:


 


(a)                                  Without the prior written consent of
the Secured Party, the Pledgor will not sell, assign, transfer, pledge, or
otherwise encumber any of its rights in or to the Pledged Collateral, or any
unpaid dividends, interest or other distributions or payments with respect to
the Pledged Collateral or grant a lien in the Pledged Collateral, other than
Permitted Liens;


 


(b)                                 The Pledgor will, at its expense,
promptly execute, acknowledge and deliver all such instruments and take all
such actions as the Secured Party from time to time may request in order to
ensure to the Secured Party the benefits of the liens in and to the Pledged
Collateral intended to be created by this Agreement, including the filing of
any necessary financing statements, which may be filed by the Secured Party and
will cooperate with the Secured Party, at the Pledgor’s expense, in obtaining
all necessary approvals and making all necessary filings under federal, state,
local or foreign law in connection with such liens or any sale or transfer of
the Pledged Collateral;


 


(c)                                  The Pledgor has and will defend the
title to the Pledged Collateral and the liens of the Secured Party in the
Pledged Collateral against the claim of any Person and will maintain and
preserve such liens; and


 


(d)                                 The
Pledgor will, upon obtaining ownership of any additional Securities or
promissory notes or instruments of a Pledged Entity or Securities or promissory
notes or instruments otherwise required to be pledged to the Secured Party
pursuant to any of the Loan Documents, which Securities, notes or instruments
are not already Pledged Collateral, promptly (and in any event within three (3) Business
Days) (i) deliver to the Secured Party a Pledge Amendment, duly 


 


5

















 


executed by the
Pledgor, in substantially the form of Schedule II hereto (a “Pledge
Amendment”) in respect of any such additional Securities, notes or
instruments, pursuant to which the Pledgor shall pledge to the Secured Party
all of such additional Securities, notes and instruments and (ii) shall
deliver all such additional Securities, notes or instruments.  The Pledgor hereby authorizes the Secured
Party to attach each Pledge Amendment to this Agreement and agrees that all
Pledged Securities listed on any Pledge Amendment delivered to the Secured
Party shall for all purposes hereunder be considered Pledged Collateral.


 


(e)                                  The
Pledgor agrees that it shall not, and shall not permit any other Person to,
without the Secured Party’s consent, amend or restate the organizational
documents of any Pledged Entity to opt into Article 8 of the Uniform
Commercial Code or, if not currently represented by certificates, issue
certificates evidencing the Pledged Securities.


 


(f)                                    The
Pledgor agrees that is shall not change the name, identity, structure or chief
executive office or principal place of business of the Pledgor or reorganize
the Pledgor under the laws of another jurisdiction unless (i) the Pledgor
shall have given the Secured Party at least thirty (30) days prior notice of
such change, (ii) obtained any requisite consent under the Loan Agreement
or the other Loan Documents and (iii) taken all actions necessary or as
requested by the Secured Party to ensure that the security interest in its
Pledged Collateral remains a perfected, first priority security interest
subject only to Permitted Liens.


 


7.                                     Pledgor’s Rights. 
As long as no Event of Default shall have occurred and be continuing and
until written notice shall be given to a Pledgor in accordance with Section 8(a) hereof:


 


(a)                                  The Pledgor shall have the right,
from time to time, to vote and give consents with respect to its Pledged Collateral,
or any part thereof for all purposes not inconsistent with the provisions of
this Agreement, the Loan Agreement, the Subsidiary Loan Documents or any other
Loan Document; provided, however, that no vote shall be cast, and no
consent shall be given or action taken, which would have the effect of
impairing the position or interest of the Secured Party in respect of the
Pledged Collateral or which would authorize, effect or consent to (unless and
to the extent expressly permitted by the Loan Agreement):


 


(i)                                   the dissolution or liquidation, in
whole or in part, of a Pledged Entity;


 


(ii)                                the consolidation or merger of a
Pledged Entity with any other Person;


 


(iii)                             the sale, disposition or encumbrance
of all or substantially all of the assets of a Pledged Entity, except for liens
in favor of the Secured Party;


 


(iv)                            any change in the authorized number
of shares, the stated capital or the authorized share capital of a Pledged
Entity or the issuance by it of any additional Securities; or


 


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(v)                                     the alteration of the voting rights
with respect to the Securities of a Pledged Entity; and


 


(b)                              (i)                                        The Pledgor shall be entitled, from
time to time, to collect and receive for its own use all cash dividends and
interest paid in respect of the Pledged Securities to the extent not in
violation of the Loan Agreement, the Subsidiary Loan Documents or the other
Loan Documents other than any and all: (A) dividends and interest
paid or payable other than in cash in respect of any Pledged Collateral, and
instruments and other property received, receivable or otherwise distributed in
respect of, or in exchange for, any Pledged Collateral; (B) dividends and
other distributions paid or payable in cash in respect of any Pledged Securities
in connection with a partial or total liquidation or dissolution or in
connection with a reduction of capital, capital surplus or paid-in capital of a
Pledged Entity; and (C) cash paid, payable or otherwise distributed, in
respect of principal of, or in redemption of, or in exchange for, any Pledged
Collateral; provided, however, that until actually paid all
rights to such distributions shall remain subject to the lien created by this
Agreement; provided, further, that the Pledgor hereby
acknowledges that as of the date hereof the Loan Agreement expressly prohibits
the making of any dividends or the payment of any other amounts on any of the
Pledged Collateral other than non-cash payments of interest booked as
capitalized interest by the Pledgor in respect of all such indebtedness or
other accounts owed to the Pledgor by Borrower, 1309 or 5100, and nothing
contained herein shall be deemed to contradict such prohibition or otherwise
authorize any such distributions;
and


 


(ii)                                 all dividends and interest (other
than such cash dividends and interest as are permitted to be paid to the
Pledgor in accordance with clause i above) and all other distributions in
respect of any of the Pledged Securities, whenever paid or made, shall be
delivered to the Secured Party to hold as Pledged Collateral and shall, if
received by the Pledgor, be received in trust for the benefit of the Secured
Party, be segregated from the other property or funds of the Pledgor, and be
forthwith delivered to the Secured Party as Pledged Collateral in the same form
as so received (with any necessary endorsement).


 


8.                                     Defaults and Remedies; Proxy.


 


(a)                                  Upon the occurrence of an Event of
Default and during the continuation of such Event of Default, and concurrently
with written notice to the Pledgor, the Secured Party (personally or through an
agent) in addition to any other remedies available to it under applicable law,
is hereby authorized and empowered to transfer and register in its name or in
the name of its nominee the whole or any part of the Pledged Collateral of the
Pledgor, to exchange certificates or instruments representing or evidencing
Pledged Collateral for certificates or instruments of smaller or larger
denominations, to exercise the voting and all other rights as a holder with
respect thereto, to collect and receive all cash dividends, interest, principal
and other distributions made thereon, to sell in one or more sales after 


 


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ten (10) days’ notice of the time and place of any
public sale or of the time at which a private sale is to take place (which
notice the Pledgor agrees is commercially reasonable) the whole or any part of
the Pledged Collateral and to otherwise act with respect to the Pledged
Collateral as though the Secured Party was the outright owner thereof.  Any sale shall be made at a public or private
sale at the Secured Party’s place of business, or at any place to be named in
the notice of sale, either for cash or upon credit or for future delivery at
such price as the Secured Party may deem fair, and the Secured Party may be the
purchaser of the whole or any part of the Pledged Collateral so sold and hold
the same thereafter in its own right free from any claim of the Pledgor or any
right of redemption.  Each sale shall be
made to the highest bidder, but the Secured Party reserves the right to reject
any and all bids at such sale which, in its discretion, it shall deem
inadequate.  Demands of performance,
except as otherwise herein specifically provided for, notices of sale,
advertisements and the presence of property at sale are hereby waived and any
sale hereunder may be conducted by an auctioneer or any officer or agent of the
Secured Party.  THE PLEDGOR HEREBY
IRREVOCABLY CONSTITUTES AND APPOINTS THE SECURED PARTY AS THE PROXY AND
ATTORNEY-IN-FACT OF THE PLEDGOR WITH RESPECT TO ITS PLEDGED COLLATERAL AFTER
THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, INCLUDING
THE RIGHT TO VOTE THE PLEDGED SECURITIES, WITH FULL POWER OF SUBSTITUTION TO DO
SO.  THE APPOINTMENT OF THE SECURED PARTY
AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE UNTIL THE TERMINATION DATE. 
IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SECURITIES, THE APPOINTMENT
OF THE SECURED PARTY AS PROXY AND ATTORNEY-IN FACT SHALL INCLUDE THE RIGHT TO
EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF
THE PLEDGED SECURITIES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING
WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND
VOTING AT SUCH MEETINGS).  SUCH PROXY
SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
(INCLUDING ANY TRANSFER OF ANY PLEDGED SECURITIES ON THE RECORD BOOKS OF THE ISSUER
THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SECURITIES OR ANY
OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT.  NOTWITHSTANDING THE FOREGOING, THE SECURED
PARTY SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE
SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING
SO.


 


(b)                                 If, at the original time or times
appointed for the sale of the whole or any part of the Pledged Collateral, the
highest bid, if there be but one sale, shall be inadequate to discharge in full
all the Secured Obligations, or if the Pledged Collateral be offered for sale
in lots, if at any of such sales, the highest bid for the 


 


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lot offered for sale would indicate to the Secured
Party, in its discretion, that the proceeds of the sales of the whole of the
Pledged Collateral would be unlikely to be sufficient to discharge all the
Secured Obligations, the Secured Party may, on one or more occasions and in its
discretion, postpone any of said sales by public announcement at the time of
sale or the time of previous postponement of sale, and no other notice of such
postponement or postponements of sale need be given, any other notice being
hereby waived; provided, however, that any sale or sales made
after such postponement shall be after ten (10) days notice to the
Pledgor.


 


(c)                                  If, at any time when the Secured
Party, in its sole discretion, determines, following the occurrence and during
the continuance of an Event of Default, that, in connection with any actual or
contemplated exercise of its rights (when permitted under this Section 8)
to sell the whole or any part of the Pledged Securities hereunder, it is
necessary or advisable to effect a public registration of all or part of the
Pledged Collateral pursuant to the Securities
Act of 1933, as amended (or any similar statute then in effect) (the
“Act”), the Pledgor
shall, in an expeditious manner, cause the Pledged Entities to:


 


(i)                                   Prepare and file with the Securities
and Exchange Commission (the “Commission”)
a registration statement with respect to the Pledged Securities and in good
faith use commercially reasonable efforts to cause such registration statement
to become and remain effective;


 


(ii)                                Prepare and file with the Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the Act
with respect to the sale or other disposition of the Pledged Securities covered
by such registration statement whenever the Secured Party shall desire to sell
or otherwise dispose of the Pledged Securities;


 


(iii)                             Furnish to the Secured Party such
numbers of copies of a prospectus and a preliminary prospectus, in conformity
with the requirements of the Act, and such other documents as the Secured Party
may request in order to facilitate the public sale or other disposition of the
Pledged Securities by the Secured Party;


 


(iv)                            Use commercially reasonable efforts
to register or qualify the Pledged Securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions
within the United States and Puerto Rico as the Secured Party shall request,
and do such other reasonable acts and things as may be required of it to enable
the Secured Party to consummate the public sale or other disposition in such
jurisdictions of the Pledged Securities by the Secured Party;


 


(v)                               Furnish, at the request of the
Secured Party, on the date that shares of the Pledged Collateral are delivered
to the underwriters for sale pursuant to 


 


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such registration or, if the security is not being
sold through underwriters, on the date that the registration statement with
respect to such Pledged Securities becomes effective, (A) an opinion,
dated such date, of the independent counsel representing such registrant for
the purposes of such registration, addressed to the underwriters, if any, and
in the event the Pledged Securities are not being sold through underwriters,
then to the Secured Party, in customary form and covering matters of the type
customarily covered in such legal opinions; and (B) a comfort letter,
dated such date, from the independent certified public accountants of such
registrant, addressed to the underwriters, if any, and in the event the Pledged
Securities are not being sold through underwriters, then to the Secured Party,
in a customary form and covering matters of the type customarily covered by
such comfort letters and as the underwriters or the Secured Party shall
reasonably request.  The opinion of
counsel referred to above shall additionally cover such other legal matters
with respect to the registration in respect of which such opinion is being
given as the Secured Party may reasonably request.  The letter referred to above from the
independent certified public accountants shall additionally cover such other
financial matters (including information as to the period ending not more than
five (5) Business Days prior to the date of such letter) with respect to
the registration in respect of which such letter is being given as the Secured
Party may reasonably request; and


 


(vi)                            Otherwise
use commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable but not later than 18 months after the effective
date of the registration statement, an earnings statement covering the period
of at least 12 months beginning with the first full month after the effective
date of such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Act.


 


(d)                                 All expenses incurred in complying
with Section 8(c) hereof, including, without limitation, all
registration and filing fees (including all expenses incident to filing with
the National Association of Securities Dealers, Inc.), printing expenses,
fees and disbursements of counsel for the registrant, the fees and expenses of
counsel for the Secured Party, expenses of the independent certified public
accountants (including any special audits incident to or required by any such
registration) and expenses of complying with the securities or blue sky laws or
any jurisdictions, shall be paid by the Pledgor.


 


(e)                                  If,
at any time when the Secured Party shall determine to exercise its right to
sell the whole or any part of the Pledged Collateral hereunder, such Pledged
Collateral or the part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under the Act, the Secured Party may, in its
discretion (subject only to applicable requirements of law), sell such Pledged
Collateral or part thereof by private sale in such manner and under such
circumstances as the Secured Party


 


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may deem necessary or advisable, but subject to the
other requirements of this Section 8, and shall not be required to
effect such registration or to cause the same to be effected.  Without limiting the generality of the
foregoing, in any such event, the Secured Party in its discretion (x) may,
in accordance with applicable securities laws, proceed to make such private
sale notwithstanding that a registration statement for the purpose of
registering such Pledged Collateral or part thereof could be or shall have been
filed under said Act (or similar statute), (y) may approach and negotiate
with a single possible purchaser to effect such sale, and (z) may restrict
such sale to a purchaser who is an accredited investor under the Act and who
will represent and agree that such purchaser is purchasing for its own account,
for investment and not with a view to the distribution or sale of such Pledged
Collateral or any part thereof.  In
addition to a private sale as provided above in this Section 8, if
any of the Pledged Collateral shall not be freely distributable to the public
without registration under the Act (or similar statute) at the time of any
proposed sale pursuant to this Section 8, then the Secured Party
shall not be required to effect such registration or cause the same to be
effected but, in its discretion (subject only to applicable requirements of
law), may require that any sale hereunder (including a sale at auction) be
conducted subject to restrictions:


 


(i)                                     as to the financial sophistication and ability
of any Person permitted to bid or purchase at any such sale;


 


(ii)                                  as to the content of legends to be placed upon
any certificates representing the Pledged Collateral sold in such sale,
including restrictions on future transfer thereof;


 


(iii)                               as to the representations required to be made
by each Person bidding or purchasing at such sale relating to that Person’s
access to financial information about the Pledgor and such Person’s intentions
as to the holding of the Pledged Collateral so sold for investment for its own
account and not with a view to the distribution thereof; and


 


(iv)                              as to such other matters as the Secured Party
may, in its discretion, deem necessary or appropriate in order that such sale
(notwithstanding any failure so to register) may be effected in compliance with
the Bankruptcy Code and other
laws affecting the enforcement of creditors’ rights and the Act and all
applicable state securities laws.


 


(f)                                    The Pledgor recognizes that the Secured Party
may be unable to effect a public sale of any or all the Pledged Collateral and
may be compelled to resort to one or more private sales thereof in accordance
with clause (e) above.  The
Pledgor also acknowledges that any such private sale may result in prices and
other terms less favorable to the seller than if such sale were a public sale
and, notwithstanding such circumstances, agrees that any such private sale
shall not be deemed to have been made in a commercially unreasonable manner
solely by virtue of such sale being private. 
the Secured Party shall be under no obligation to delay a sale of 


 


11

















 


any of the Pledged
Collateral for the period of time necessary to permit the Pledged Entity to
register such securities for public sale under the Act, or under applicable
state securities laws, even if the Pledgor and the Pledged Entity would agree
to do so.


 


(g)                                 The Pledgor agrees to
the maximum extent permitted by applicable law that following the occurrence
and during the continuance of an Event of Default it will not at any time
plead, claim or take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order to prevent or
delay the enforcement of this Agreement, or the absolute sale of the whole or
any part of the Pledged Collateral or the possession thereof by any purchaser
at any sale hereunder, and the Pledgor waives the benefit of all such laws to
the extent it lawfully may do so.  The
Pledgor agrees that it will not interfere with any right, power and remedy of
the Secured Party provided for in this Agreement or now or hereafter existing
at law or in equity or by statute or otherwise, or the exercise or beginning of
the exercise by the Secured Party of any one or more of such rights, powers or
remedies.  No failure or delay on the
part of the Secured Party to exercise any such right, power or remedy and no
notice or demand which may be given to or made upon the Pledgor by the Secured
Party with respect to any such remedies shall operate as a waiver thereof, or
limit or impair the Secured Party’s right to take any action or to exercise any
power or remedy hereunder, without notice or demand, or prejudice its rights as
against the Pledgor in any respect.


 


(h)                                 The
Pledgor further agrees that a breach of any of the covenants contained in this Section 8
will cause irreparable injury to the Secured Party, that the Secured Party
shall have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 8
shall be specifically enforceable against the Pledgor, and the Pledgor hereby
waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that the Secured Obligations
are not then due and payable in accordance with the agreements and instruments
governing and evidencing such obligations.


 


(i)                                     The
powers conferred on the Secured Party herein are solely to protect its interest
in the Pledged Collateral and shall not impose any duty on it to exercise any
such powers.  Except for reasonable care
of any Collateral in its possession, the Secured Party shall have no duty with
respect to any Pledged Collateral.


 


9.                                       No
Waiver; Remedies Cumulative.  The
Secured Party shall not by any act (except by a written instrument pursuant to Section 14(d)),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any default or in any breach of any
of the terms and conditions hereof.  No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  No remedy or
right of the Secured Party hereunder, under any of the Subsidiary Loan Document
or any of the Loan Documents or otherwise available under applicable law or in
equity, shall be exclusive of any other right or remedy.  Each such 


 


12

















 


remedy or right shall be
in addition to every other remedy or right now or hereafter existing under
applicable law or in equity.  No delay in
the exercise of, or omission to exercise, any remedy or right after any Event
of Default shall impair any such remedy or right or be construed as a waiver of
any such Event of Default or an acquiescence thereto, nor shall it affect any
subsequent Event of Default of the same or different nature.  A waiver by the Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Secured Party would otherwise have on any future
occasion.  The rights, remedies, powers
and privileges herein provided are cumulative, may be exercised singly or
concurrently; are not exclusive of any rights, remedies, powers or privileges
provided by applicable law; and may be exercise when and as often as may be
deemed necessary by the Secured Party.


 


10.                                 Assignment. 
The Secured Party may assign, indorse or transfer any instrument
evidencing all or any part of the Secured Obligations as provided in, and in
accordance with, the Loan Agreement, the Subsidiary Loan Documents or the other
Loan Documents and the holder of such instrument shall be entitled to the
benefits of this Agreement.


 


11.                                 Lien Absolute. 
All rights of the Secured Party hereunder, and all obligations of
the Pledgor hereunder, shall be absolute and unconditional irrespective of:


 


(a)                                  any lack of validity or
enforceability of the Loan Agreement, any Subsidiary Loan Document, any other
Loan Document or any other agreement or instrument governing or evidencing any
Secured Obligations;


 


(b)                                 any change in the time, manner or place of
payment of, or in any other term of, all or any part of the Secured
Obligations, or any other amendment or waiver of or any consent to any
departure from the Loan Agreement, any Subsidiary Loan Document, any other Loan
Document or any other agreement or instrument governing or evidencing any
Secured Obligations;


 


(c)                                  any addition, exchange, release or non-perfection
of any other Collateral, or any release or amendment or waiver of or consent to
departure from any guarantee, for all or any of the Secured Obligations;


 


(d)                                 the insolvency of the Borrower, the Pledgor or
any other Guarantor; or


 


(e)                                  any other circumstance which might otherwise
constitute a defense available to, or a discharge of, the Pledgor.


 


12.                                 Release.  The
Pledgor consents and agrees that the Secured Party may at any time, or from
time to time, in its discretion:


 


(a)                                  renew, extend or change the time of payment,
and/or the manner, place or terms of payment of all or any part of the Secured
Obligations; and


 


(b)                                 exchange,
release and/or surrender all or any of the collateral (including the Pledged
Collateral), or any part thereof, by whomsoever deposited, which is now or may
hereafter be held by the Secured Party in connection with all or any of the


 


13

















 


Secured Obligations; all in such manner and upon such
terms as the Secured Party may deem proper, and without notice to or further
assent from the Pledgor, it being hereby agreed that the Pledgor shall be and
remain bound upon this Agreement, irrespective of the value or condition of any
of the Collateral, and notwithstanding any such change, exchange, settlement,
compromise, surrender, release, renewal or extension, and notwithstanding also
that the Secured Obligations may, at any time, exceed the aggregate principal
amount thereof set forth in the Loan Agreement, or any other agreement governing
any Secured Obligations.  The Pledgor
hereby waives notice of acceptance of this Agreement, and also presentment,
demand, protest and notice of dishonor of any and all of the Secured
Obligations, and promptness in commencing suit against any party hereto or
liable hereon, and in giving any notice to or of making any claim or demand
hereunder upon the Pledgor.  No act or
omission of any kind on the Secured Party’s part shall in any event affect or
impair this Agreement.


 


13.                                 Reinstatement. 
This Agreement shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Pledgor or any
Pledged Entity for liquidation or reorganization, should the Pledgor or any
Pledged Entity become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of the Pledgor’s or a Pledged Entity’s assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Secured Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise
be restored or returned by any obligee of the Secured Obligations, whether as a
“voidable preference”, “fraudulent conveyance”, or otherwise, all as though
such payment or performance had not been made. 
In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Secured Obligations shall be reinstated and
deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.


 


14.                                 Miscellaneous.


 


(a)                                  the Secured Party may execute any of its duties
hereunder by or through agents or employees and shall be entitled to advice of
counsel concerning all matters pertaining to its duties hereunder.


 


(b)                                 The Pledgor agrees to
promptly reimburse the Secured Party for actual out-of-pocket expenses,
including, without limitation, reasonable counsel fees, incurred by the Secured
Party in connection with the administration and enforcement of this Agreement.


 


(c)                                  Neither the Secured
Party, nor any of its respective officers, directors, employees, agents or
counsel shall be liable for any action lawfully taken or omitted to be taken by
it or them hereunder or in connection herewith, except for its or their own
gross negligence or willful misconduct as finally determined by a court of
competent jurisdiction.


 


(d)                                 THIS
AGREEMENT SHALL BE BINDING UPON THE PLEDGOR AND ITS SUCCESSORS AND ASSIGNS
(INCLUDING A DEBTOR-IN-POSSESSION


 


14

















 


ON BEHALF OF THE PLEDGOR), AND SHALL INURE TO THE
BENEFIT OF, AND BE ENFORCEABLE BY, THE SECURED PARTY AND ITS SUCCESSORS AND
ASSIGNS.  NONE OF THE TERMS OR PROVISIONS
OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT
PURSUANT TO A JOINDER OR BY A WRITING DULY SIGNED FOR AND ON BEHALF OF THE
SECURED PARTY AND THE PLEDGOR.


 


15.                                 Governing
law; Consent to Jurisdiction and Venue; Waiver of Jury Trial.


 


(a)                                  GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS (INCLUDING 735 ILCS SECTION 105/5-5) BUT OTHERWISE WITHOUT GIVING
EFFECT TO ANY OF SUCH STATE’S CONFLICT-OF-LAW PROVISIONS, EXCEPT TO THE EXTENT
THAT PERFECTION, THE EFFECT OF PERFECTION OR NONPERFECTION, OR THE PRIORITY OF
THE SECURITY INTEREST GRANTED HEREUNDER MAY BE DETERMINED IN ACCORDANCE
WITH THE UNIFORM COMMERCIAL CODE OF A DIFFERENT JURISDICTION IN ACCORDANCE
WITH ILLINOIS LAW.


 


(b)                                 SUBMISSION
TO JURISDICTION.  THE PLEDGOR
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE
UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF ILLINOIS IN EACH CASE
SITTING IN COOK COUNTY, ILLINOIS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH ILLINOIS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT. 
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.  NOTHING IN THIS AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE SECURED PARTY MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST THE PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


 


15

















 


(c)                                  WAIVER
OF VENUE.  THE PLEDGOR IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 15.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.


 


(d)                                 WAIVER OF JURY TRIAL.  EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 15.


 


16.                                 Severability. 
If for any reason any provision or provisions hereof are determined to
be invalid and contrary to any existing or future law, such invalidity shall
not impair the operation of or effect those portions of this Agreement which
are valid.


 


17.                                 Notices.  Except as otherwise provided herein, whenever it is provided herein that
any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any
other party, or whenever any of the parties desires to give or serve upon any
other a communication with respect to this Agreement, each such notice, demand,
request, consent, approval, declaration or other communication shall be in
writing and either shall be delivered in person or sent by registered or
certified mail, return receipt requested, with proper postage prepaid, or by facsimile
transmission and confirmed by delivery of a copy by personal delivery or United
States Mail as otherwise provided herein:


 


16

















 


If to the Secured Party, at:


 


	
   

  	
  Bank of America, N.A.

  
	
   

  	
  One Federal Street

  
	
   

  	
  Boston, MA 02110

  
	
   

  	
  Attention: Sandra H. Bennett

  
	
   

  	
  Fax:
  (617) 346-0877

  



 


If to the
Pledgor, at its address set forth below its signature on the signature pages hereto
or at such other address as may be substituted by notice given as herein
provided.  The giving of any notice
required hereunder may be waived in writing by the party entitled to receive
such notice.  Every notice, demand,
request, consent, approval, declaration or other communication hereunder shall
be deemed to have been duly served, given or delivered (a) upon the
earlier of actual receipt and three (3) Business Days after deposit in the
United States Mail, registered or certified mail, return receipt requested,
with proper postage prepaid, (b) upon transmission, when sent by telecopy
or other similar facsimile transmission (with such telecopy or facsimile
promptly confirmed by delivery of a copy by personal delivery or United States
Mail as otherwise provided in this Section 16, (c) one (1) Business
Day after deposit with a reputable overnight courier with all charges prepaid,
or (d) when delivered, if hand-delivered by messenger.  Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or other communication
to the persons designated above to receive copies shall in no way adversely
affect the effectiveness of such notice, demand, request, consent, approval,
declaration or other communication.


 


18.                                 Section Titles. 
The Section titles contained in this Agreement are and shall be
without substantive meaning or content of any kind whatsoever and are not a
part of the agreement between the parties hereto.


 


19.                                 Counterparts.  This Agreement may be executed in any number of counterparts, which
shall, collectively and separately, constitute one agreement.


 


20.                                 Authorization. 
The Pledgor hereby irrevocably authorizes the Secured Party at any time
and from time to time to file in any filing office in any Uniform Commercial
Code jurisdiction any initial financing statements and amendments thereto that (a) indicate
the Pledged Collateral and (b) contain any other information required by
part 5 of Article 9 of the Code for the sufficiency or filing office
acceptance of any financing statement or amendment, including whether the
Pledgor is an organization, the type of organization and any organization
identification number issued to the Pledgor. 
The Pledgor agrees to furnish any such information to the Secured Party
promptly upon request.  The Pledgor also
ratifies its authorization for the Secured Party to have filed in any Uniform
Commercial Code jurisdiction any initial financing statements or amendments
thereto if filed prior to the, date hereof.


 


21.                                 Termination. 
Immediately following the Termination Date, the Secured Party shall
deliver to Pledgor the Pledged Collateral at such time subject to this
Agreement and all instruments of assignment executed in connection therewith,
free and clear of all liens and encumbrances hereof and, except as otherwise
provided herein, all of Pledgor’s obligations hereunder shall at such time
terminate.


 


17

















 


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


 


	
   

  	
  BROADWIND
  ENERGY, Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ J. Cameron Drecoll

  
	
   

  	
  Name: J.
  Cameron Drecoll

  
	
   

  	
  Title: Chief
  Executive Officer

  



 


Pledge Agreement Signature Page


 


S-1

















 


	
   

  	
  BANK OF
  AMERICA, N.A., as the Secured Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Katherine M. Novey

  
	
   

  	
  Name:
  Katherine M. Novey

  
	
   

  	
  Title:
  Senior Vice President

  



 


Sch. V - 1