Exhibit 10.1


 


LETTER AGREEMENT
MODIFYING THE TERMS OF CERTAIN

LOAN DOCUMENTS BY AND BETWEEN GREAT WESTERN BANK,

LENDER, AND TOWER TECH SYSTEMS INC., BORROWER


 


This Letter Agreement (“Agreement”)
dated April 5, 2010, by and among Great Western Bank (“Lender”), Tower
Tech Systems Inc. (“Borrower”), and Broadwind Energy, Inc. (“Guarantor”),
is intended to modify certain terms, provisions, and conditions of certain Loan
Documents (hereinafter defined), each as modified by a Letter Agreement dated April 28,
2009, as further modified by a Change in Terms Agreement and Letter Agreement,
each dated December 22, 2009, as further modified by a Change in Terms
Agreement and Letter Agreement, each dated February 16, 2010, executed in
connection with that certain loan (the “Loan”) made by Lender to Borrower for
the purpose of financing a manufacturing facility in Brandon, South Dakota (the
“Project”) on land legally described on Exhibit A attached hereto.


 


The “Loan Documents”
being modified hereby are as follows:


 


·                  Promissory
Note from Borrower to Lender dated April 28, 2009 (the “Promissory Note”);


·                  Commercial
Guaranty from Guarantor to Lender dated April 27, 2009 (the “Commercial
Guaranty”); and


·                  Mortgage
- Collateral Real Estate Mortgage - 180 Day Redemption from Borrower to Lender
dated April 28, 2009 (the “Mortgage”).


 


In addition, that certain
Construction Loan Agreement between Borrower and Lender dated April 28,
2009, as modified, is being terminated and replaced in its entirety by that
certain Business Loan Agreement between Borrower and Lender of even date
herewith (the “Loan Agreement”), as modified hereby. :


 


Modifications to
Promissory Note


 


1.               At the top of the
first page of the Promissory Note, each reference to a principal amount of
$10,000,000 is changed to $6,500,000, and the reference to a maturity date of January 5,
2010 is changed to November 5, 2016.


 


2.               The first paragraph
of the Promissory Note entitled PROMISE TO
PAY is amended to read as follows:


 


TOWER TECH SYSTEMS INC. (“Borrower”)
promises to pay to GREAT WESTERN BANK (“Lender”), in lawful money of the United
States of America, the principal amount of Six Million Five Hundred Thousand
Dollars ($6,500,000), or so much as may be outstanding, together with interest
on the unpaid outstanding principal balance, calculated as described in the “INTEREST
CALCULATION METHOD” paragraph using an interest rate of eight and one-half
percent (8.5%) per annum based on a year of 360 days. The interest rate may
change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.


 

















 


3.               The second
paragraph of the Promissory Note entitled PAYMENT
is amended to read as follows:


 


Interest payments
calculated on the principal amount of the loan remaining unpaid from time to
time will be due commencing May 5, 2010, and continuing on the 5th day of each month thereafter until maturity on
November 5, 2016 or such earlier date as the entire unpaid principal
balance of this Note shall have been paid in full. In addition to the monthly
interest payments, principal payments in the sum of $83,333.00 will be payable
monthly commencing May 5, 2010, and continuing on the 5th day of each month thereafter until maturity on
November 5, 2016, if not sooner paid.


 


4.               The sentence headed
Change in Ownership under DEFAULT on the first page of the
Promissory Note is deleted in its entirety.


 


5.               In the paragraph
headed COLLATERAL on the first page of
the Promissory Note, the following is deleted: “AN ASSIGNMENT OF DEPOSIT
ACCOUNT SAVINGS #1347401.”


 


6.               The paragraph
headed LINE OF CREDIT on the first
page of the Promissory Note is deleted in its entirety.


 


Modification to
Commercial Guaranty


 


1.               The definition of “Note”
on page 2 of the Commercial Guaranty is hereby amended to read as follows:


 


Note. The word “note”
means the promissory note from Borrower to Lender, dated April 28, 2009,
in the original amount of $10,000,000, as reduced to $6,500,000 by a Change in
Terms Agreement and Letter Agreement Modifying the Terms of Certain Loan
Documents by and Between Great Western Bank, Lender, and Tower Tech Systems
Inc., Borrower, each dated April 5, 2010, together with all renewals of,
extensions of, modifications of, refinancings of consolidations of, and
substitutions for the promissory note or agreement.


 


Modifications to Business
Loan Agreement


 


1.               The representations
by Borrower on pages 1 and 2 in the paragraph under the heading Properties are limited to Borrower’s
properties in Brandon, South Dakota.


 


2.               The first line on page 2
in the paragraph under the heading Hazardous Substances
is revised to read as follows:


 


Except as disclosed to
and acknowledged by Lender in writing, and except in compliance with
Environmental Laws, Borrower represents and warrants that: (1) During the


 


The remainder of that
paragraph remains the same.


 


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3.               On page 2, the
last line of the paragraph headed Litigation
and Claims shall have added to it the words “in each case, of which
the Borrower has actual knowledge.”


 


4.               On pages 3 and
4, the paragraphs under the headings Indebtedness
and Liens and Loans, Acquisitions
and Guaranties are deleted in their entirety.


 


5.               The sentence headed
Change in Ownership under DEFAULT on page 4 is deleted in its
entirety.


 


6.               On page 5, the
paragraph under the heading Subsidiaries and
Affiliates of Borrower is deleted in its entirety.


 


7.               On page 6, the
definition of Note is hereby amended to read as follows:


 


Note. The word “Note”
means the Promissory Note executed by TOWER TECH SYSTEMS INC. dated April 28,
2009, in the principal amount of $10,000,000, as reduced to $6,500,000 by a
Change in Terms Agreement and Letter Agreement Modifying the Terms of Certain
Loan Documents by and Between Great Western Bank, Lender, and Tower Tech
Systems Inc., Borrower, each dated April 5, 2010, together with all
renewals of, extensions of, modifications of, refinancings of consolidations
of, and substitutions for the note or credit agreement.


 


Modifications to Mortgage:


 


1.               The Amendment to
Mortgage attached hereto shall be executed and recorded in Minnehaha County,
South Dakota.


 


IN WITNESS
WHEREOF, Lender, Borrower and Guarantor have entered into this Letter Agreement
as of the 5th day of April, 2010.


 


	
  LENDER:  

  	
  BORROWER:  

  
	
   

  	
   

  
	
  GREAT WESTERN BANK

  	
  TOWER
  TECH SYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gerald E. Kruger

  	
   

  	
  By:

  	
  /s/ Michael L. Salutz

  
	
  Gerald E. Kruger,
  Senior Vice President

  	
  Michael L. Salutz,
  Group Controller and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GUARANTOR:
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BROADWIND ENERGY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Stephanie K. Kushner

  	
   

  	
   

  	
   

  
	
  Stephanie
  K. Kushner, Chief Financial Officer

  	
   

  	
   

  



 


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EXHIBIT A


 


LEGAL DESCRIPTION


 


Lot 3 in Block 1 of
Corson Development Park Addition to the City of Brandon, Minnehaha County,
South Dakota, according to the recorded plat thereof.


 


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