Exhibit 10.89


 


	
  BORROWER
  NAME AND ADDRESS

  	
   

  	
  LENDER
  NAME AND ADDRESS

  	
   

  	
  LOAN
  DESCRIPTION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tower
  Tech Systems Inc

  	
   

  	
  Investors
  Community Bank

  	
   

  	
   

  	
   

  
	
  101
  S. l6th St, P O. Box 1957

  	
   

  	
  860
  N. Rapids Road

  	
   

  	
  Number

  	
  44938102

  	
  mat

  
	
  Manitowoc, WI 54221-1957

  	
   

  	
  P
  O. Box 700

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Manitowoc,
  Wl 54221-0700

  	
   

  	
  Amount $

  	
  5,500,000.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date

  	
  03-21-2008

  



 


o  Refer to the attached Signature
Addendum, Incorporated herein, for additional Borrowers and their signatures.


 


COMMERCIAL DEBT MODIFICATION AGREEMENT


 


DATE AND PARTIES. The date of this Debt Modification Agreement (Modification) is 03-13-2009


 


DEFINITIONS. As used in this Modification, the terms have
the following meanings.


 


Pronouns.
The pronouns “I,” “me,” and “my” refer to each Borrower signing this Modification, individually and together with their heirs,
executors, administrators, successors,
and assigns “You” and “your” refer to the Lender, with its participants or syndicators, successors and assigns, or any person or entity that acquires an interest in this
Modification or Prior Obligation.


 


Prior Obligation. “Prior Obligation” refers to my
previous agreement governing
my
promise to pay you money, including any loan agreement, note, or document that
evidences my indebtedness, and any extensions, renewals, modifications, and substitutions.


 


BACKGROUND. You and I have entered into a Prior
Obligation which is evidenced by Commercial Promissory
Note and Commercial Loan Agreement dated 03-21-2008 x  in the original
principal amount of / o  with a maximum possible principal amount of $ 5,500,000.00. o  payable on demand. / o  payable
on demand but if no demand is made, by the
maturity date of                               
/ x  with a maturity date of
04-22-2009.


 


As of the date of this Modification. the x  amount
remaining due is / o  current amount outstanding on the Prior Obligation is $ 5,247,000.00 principal (Principal)
plus $ 9,777.50 accrued interest, for a total of $ 5,256,777.50.


 


MODIFICATION. For value received, you and I agree to modify the Prior Obligation as follows


 


x    INTEREST RATE MODIFICATION.


 


x     INTEREST
RATE:


 


The
interest rate shall change
from a variable rate of prime + 0.00% with a floor rate of 5.00% to a
variable rate of prime +.50% with a floor rate of 6.00 effective 3/13/2009 and shall remain in effect until maturity.


 


Maximum
Interest Amount. Any amount
assessed or collected as interest will be limited to the maximum lawful amount of interest allowed by state or
federal law. Amounts collected in excess of the maximum lawful amount will  be applied first to the unpaid principal balance. Any remainder will be refunded to me


o      Post-Maturity/Default
Interest
Rate.


 


 


	
   

  	
  o   Compounding. This
  Modification provides for the compounding of interest.

  
	
  o

  	
  PAYMENT
  MODIFICATION.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  o

  	
  DRAW
  PERIOD MODIFICATION.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  o

  	
  FEES
  AND CHARGES MODIFICATION.

  



 


 


ADDITIONAL TERMS.


 


The maturity date shall change from 4/22/2009
to 3/13/2010


 


The Agreement Governing Extensions of Credit dated 3/21/2008 will be replaced with the Agreement Governing Extensions
of Credit dated 3/13/2009.


 


CONTINUATION OF
TERMS. Except as specifically
amended in this Modification, all terms of the Prior
Obligation remain in effect.


 


INTERPRETATION. whenever used, the singular includes  the plural and the plural includes the singular
The Section
headings are for convenience only and are not to be used to interpret or define the terms of this Modification.


 


VT only o NOTICE TO BORROWER: THIS IS
A DEMAND NOTE AND SO MAY BE COLLECTED BY THE LENDER AT ANY TIME. A NEW
NOTE MUTUALLY AGREED UPON AND SUBSEQUENTLY ISSUED MAY CARRY A HIGHER OR
LOWER RATE OF INTEREST.


 


x  ORAL AGREEMENTS OR COMMITMENTS TO
LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS
OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER/DEBTOR) AND US (LENDER/SECURED PARTY) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS WE REACH COVERING
SUCH MATTERS ARE CONTAINED
IN THIS
WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF
THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT. BY SIGNING THIS MODIFICATION, THE PARTIES AFFIRM
THAT NO UNWRITTEN ORAL AGREEMENT EXISTS
BETWEEN THEM.


 


SIGNATURES. By signing under seal, Borrower agrees to the terms contained in this Note. Borrower also acknowledges receipt of a copy of
this Note.


 


BORROWER:


 


	
  Tower Tech Systems Inc.

  	
   

  	
   

  
	
  Entity Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Steven A. Huntington

  	
  3/13/09

  	
  (Seal)

  	
   

  	
   

  	
   

  	
  (Seal)

  
	
  Signature

  	
  Steven
  A. Huntington,

  	
  Date

  	
   

  	
   

  	
  Signature

  	
  Date

  	
   

  
	
   

  	
  VP
  Finance and Treasurer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Seal)

  	
   

  	
   

  	
   

  	
  (Seal)

  
	
  Signature

  	
   

  	
  Date

  	
   

  	
   

  	
  Signature

  	
  Date

  	
   

  
										



 


LENDER:


 


	
  Investors Community Bank

  	
   

  	
   

  
	
  Entity Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Robert R. Boerger

  	
  3/13/09

  	
  (Seal)

  	
   

  	
   

  	
   

  	
  (Seal)

  
	
  Signature

  	
  Robert R.
  Boerger

  	
  Date

  	
   

  	
   

  	
  Signature

  	
  Date

  	
   

  
	
   

  	
  Senior
  Commercial Lender

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMMERCIAL
  DEBT MODIFICATION AGREEMENT

  	
   

  	
  NOT
  TO BE USED FOR LOANS SUBJECT TO CONSUMER LENDING LAWS

  
									



 


 © 1998, 2001 Bankers Systems, Inc., St. Cloud,
MN Form COMM-DMOD 7/1/2004


 


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