Exhibit 10.4


 


CHANGE IN TERMS
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

  



 


	
  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 BORROWER
TO LENDER DATED APRIL 28, 2009; COMMERCIAL SECURITY AGREEMENT BETWEEN BORROWER
AND LENDER DATED APRIL 28, 2009; AND COMMERCIAL GUARANTY FROM BROADWIND ENERGY,
INC. (“GUARANTOR”) TO LENDER DATED APRIL 27, 2009 (EACH AS MODIFIED BY LETTER
AGREEMENT 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 A
TERM LOAN CALLING FOR MONTHLY PAYMENTS OF PRINCIPAL PLUS INTEREST, EXTENDING
THE 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 TO
8.50% FIXED. A PORTION OF THE $2,000,000.00 DEPOSIT BEING HELD BY LENDER IN
SAVINGS ACCOUNT NUMBER 1347401 (THE “DEPOSIT”), IN THE AMOUNT SET FORTH BELOW,
IS HEREBY APPLIED TO PAYMENT OF THE UNPAID PRINCIPAL BALANCE OF THE
CONSTRUCTION LOAN IN EXCESS OF $6,500,000.00; THE REMAINDER OF THE DEPOSIT IS
NO LONGER NEEDED FOR SECURITY AND IS BEING REFUNDED TO BORROWER, AND THE
ASSIGNMENT OF DEPOSIT ACCOUNT FROM BORROWER TO LENDER DATED APRIL 28, 2009 IS
HEREBY TERMINATED AND OF NO FURTHER FORCE AND EFFECT. THE PARTIES ACKNOWLEDGE
THAT CONSTRUCTION OF THE PROJECT IS COMPLETE, AND THE CONSTRUCTION LOAN
AGREEMENT BETWEEN LENDER AND BORROWER DATED APRIL 28, 2009 AND THE RELATED
CONSTRUCTION LOAN DISBURSING AGREEMENT ARE HEREBY TERMINATED AND OF NO FURTHER
FORCE AND EFFECT. THE PRINCIPAL PAYMENT OF $83,333.00 PLUS INTEREST WILL BEGIN
ON MAY 5, 2010 AND CONTINUE EACH MONTH THEREAFTER UNTIL MATURITY ON
NOVEMBER 5, 2016. BORROWER AGREES TO PAY ACCRUED INTEREST TO DATE IN THE AMOUNT
OF $42,472.61, A PRINCIPAL REDUCTION PAYMENT IN THE AMOUNT OF $247,673.71 (TO
BE 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 IN
TERMS AGREEMENT. THIS CHANGE IN TERMS AGREEMENT INCORPORATES IN FULL THE LETTER
AGREEMENT OF EVEN DATE HEREWITH MODIFYING THE TERMS OF CERTAIN LOAN DOCUMENTS
BY 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 agreements
evidenced or securing the obligation(s), remain unchanged and in full force and
effect. Consent by Lender to this Agreement does not waive Lender’s right to
strict performance of the obligation(s) as changed, nor obligate Lender to
make any future change in terms. Nothing in this Agreement will constitute a
satisfaction of the obligation(s). It is the intention of Lender to retain as
liable parties all makers and endorsers of the original obligation(s),
including accomodation parties, unless a party is expressly released by Lender
in writing. Any maker or endorser, including accomodation makers, will not be
released by virtue of this Agreement. If any person who signed the original
obligation does not sign this Agreement below, then all persons signing below
acknowledge that this Agreement is given conditionally, based on the
representation to Lender that the non-signing party consents to the changes and
provisions of this Agreement or otherwise will not be realeased by it. The
waiver applies not only to any initial extention, modification or release, but
also to all such subsequent actions.


 


PRIOR
TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS 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 Reserved
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