Exhibit 10.1


 


January 9, 2009


 


Broadwind Energy, Inc.


47 East Chicago Avenue


Suite 332


Naperville, IL 60540


Attention:  J.D. Rubin, Vice
President, General Counsel and Secretary


 


As
you know, the undersigned stockholders (the “Stockholders”)
of the Broadwind Energy, Inc. (the “Company”)
are parties to that certain Registration Rights Agreement dated as of March 1,
2007, as amended October 19, 2007, July 18, 2008 and October 31,
2008, by and among the Company and the Stockholders (the “Registration
Rights Agreement”). 
Pursuant to Section 2.2(a) of the Registration Rights
Agreement, the Company is required to file a registration statement on Form S-3
(or such other appropriate registration form of the SEC) to register shares of
Registrable Securities (as defined in the Registration Rights Agreement) held
by the Stockholders no later than December 31, 2008.  The Stockholders hereby (i) waive such
requirement to register shares of Registrable Securities no later than December 31,
2008 and any claim for breach or otherwise they may have under the Registration
Rights Agreement related thereto and (ii) extend the “Filing Date” set
forth in Article I of the Registration Rights Agreement to “March 31,
2009.”


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TONTINE
  CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Tontine
  Capital Management, L.L.C., its general

  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey
  L. Gendell, as managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TONTINE
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Tontine
  Management L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey
  L. Gendell, as managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TONTINE
  CAPITAL OVERSEAS MASTER FUND,

  L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Tontine
  Capital Overseas GP, L.L.C., its general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey
  L. Gendell, as managing member

  
							



 

















 


	
   

  	
   

  	
  TONTINE
  25 OVERSEAS MASTER FUND, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Tontine
  Capital Management, L.L.C., its general

  partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey L. Gendell, as managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TONTINE
  OVERSEAS FUND, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Tontine
  Overseas Associates, L.L.C., its

  investment advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey L. Gendell

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey L. Gendell, as managing member