Exhibit 10.88


 


AGREEMENT GOVERNING EXTENSIONS OF CREDIT


 


This Agreement, dated March 13, 2009, is
between Investors Community Bank (the “Bank”) and Tower Tech Systems Inc. (the
“Borrower”).


 


RECITALS


 


A.            Bank and Borrower
are parties to certain extensions of credit, which extensions of credit are
evidenced by loan documentation existing on the date hereof and may be
evidenced by additional loan documentation executed by one or both parties from
time to time; and


 


B.            Bank and Borrower
desire to
enter
into this Agreement relating to all such loan documentation.


 


AGREEMENT


 


1.             Collateral.


 


i.                 Debt Documents;
Obligations.
Bank and Borrower have executed and anticipate that from time to time they may execute loan
agreements, notes, guaranties and other documentation evidencing a debt or
obligation of Borrower to Bank from time to time. All documents at any time
executed by Borrower and evidencing a debt or obligation of Borrower to Bank
are referred to herein as “Debt Documents.” All obligations of Borrower to Bank
under Debt Documents and all other obligations of Borrower to Bank from time to
time are referred to herein as “Obligations.” Obligations include but are  not limited to
obligations to repay loans, debts occurring by reason of overdrafts of checking
accounts, obligations to take action such as purchasing insurance or
maintaining property, and all other obligations of Borrower to Bank, including
those obligations that exist on the date hereof and those obligations that may
be incurred on or after the date heretof.


 


The following existing
documents are Debt Documents:


 


Commercial Promissory Note and Commercial Loan Agreement dated 3/21/2008, Irrevocable Standby
Letter of Credit dated 8/31/2007, Guaranty of R. B. A. Inc. dated 3/21/2008, Guaranty of Tower Tech Holdings Inc. dated
3/21/2008


 


ii.                Security Documents;
Collateral. Borrower has granted to Bank certain collateral, and Bank and Borrower
anticipate that Borrower may grant to Bank additional collateral from time to
time. All documents at any time granting to Bank a lien or security interest in
any property are referred to herein as “Security Documents.” A document may be both
a Debt Document and a Security Document. All of Borrower’s property in which
Bank has a lien
or security interest on the date  hereof, and all property in which Bank may
have a lien or security interest in the future, including but not limited to
real estate and personal property, is referred to herein as “Collateral.”


 


The following
existing documents are Security Documents:


 


Commercial Security
Agreement dated 10/4/2007


 


iii.               Cross
Collateralization.
All Collateral shall at all times be security for all Obligations. If Borrower
grants Bank a lien or security interest at any time, such lien or security interest
shall continue, and the Borrower’s property shall continue to be collateral for
all Obligations, until all Obligations are paid in full and Bank and Borrower
enter into a termination or release of the applicable Security Document.


 


2.             Cross Default. Any time there is a
default under any Debt Document, any Security Document or this Agreement, such
default shall be a default under all Debt Documents, all Security Documents and
this Agreement.


 


3.             Covenants and
Agreements.
In addition to all agreements contained in the Debt Documents and Security Documents,
Borrower agrees to comply with all of the following:


 


i.                  Minimum Debt service
coverage ratio of 1,25:1 tested quarterly using trailing 12 month financials. 


 


The coverage ratio is defined as:


 


	
   

  	
  net profit + depreciation + interest

  	
   

  
	
   

  	
  principal payments and interest payments

  	
   

  



 


ii.               Minimum Tangible Net
Worth (excluding goodwill and other intangible assets) covenant to be
tested quarterly as follows:


 




	
  3/31/2009

  	
   

  	
  $

  	
  1.4 million

  	
   

  
	
  6/30/2009

  	
   

  	
  $

  	
  1.6 million

  	
   

  
	
  9/30/2009

  	
   

  	
  $

  	
  1.8 million

  	
   

  
	
  12/31/2009

  	
   

  	
  $

  	
  2.0 million

  	
   

  






 


iii.           Primary Depository account(s) to be
maintained at Investors Community Bank.


 


iv.          Existing monthly borrowing base agreement to
remain the same.


 


v.             No additional loans or  leases to be entered
into without Investors Community Bank’s prior approval.


 


vi.          Audited financial statements by Grant Thornton
to be provided to Investors Community Bank by 3/31/2009. Financial performance
of Broadwind Energy, Inc. and the two subsidiaries we finance (Tower Tech
Systems, Inc., and R. B. A., Inc.) must be “materially close” (minimum fye  2008 profitability
for Tower Tech Systems, Inc. of $3,600,000: minimum fye 2008 profitability for R. B. A., Inc.
of $150,000: (excluding the  one-time impairment charge) and a maximum fye
2008 loss for Broadwind Energy, Inc. of $27,000,000). These
profitability numbers are based on 80% of the profitability / (loss) as
reflected in the consolidated financial statements provided Investors Community
Bank. The covenant violation applies if any, or all, of the above performance
measurements are not attained.


 


1

















 


Annually,
Borrower will provide to Lender Borrower’s financial statements, tax returns,
or those prepared by independent accountants within 90 days after the close of
each fiscal year. Any annual financial statements that Borrower provides will
be:


 


o reviewed
statements. o compiled statements.


 


x Borrower will
provide Lender with interim financial reports on a quarterly basis, and within
45 days after the close of this business period. Interim financial statements
will be:


 


o audited  o reviewed  x compiled statements.


 


4.             This Agreement to
Control.
The Bank and Borrower intend for this Agreement to apply to all transactions
between them, and this Agreement shall continue in effect until the Borrower
and Bank enter into a termination agreement. Even if a particular Security
Document ever describes certain Obligations without describing all Obligations,
that Security Document shall secure all Obligations.


 


5.             Effect of Agreement.
This Agreement applies to all extensions of credit between Bank and Borrower.
This Agreement is not an agreement to extend credit. Bank shall not be
obligated under this Agreement to loan money to Borrower or otherwise extend
credit to Borrower.


 


6.             Participants;
Assigns; Guarantors; Disclosure. The Borrower agrees
that the Bank may, at its option, sell to one or more other financial institutions or other parties interests in the Obligations. Bank may, at Bank’s sole option, disclose to the purchaser of any such
interest and to any guarantor of all or any part of the Obligations financial
and other information concerning the Borrower.


 


7.             Amendment. This Agreement may
be amended only by a writing signed by the party to be bound thereby.


 


8.             Governing Law. This Agreement
shall be governed by, and construed in accordance with, the laws of the State
of Wisconsin without giving effect to applicable principles of conflict of laws
to the extent that the application of the laws of another jurisdiction would be
required thereby.


 


9.             Counterparts. This Agreement may
be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.


 


10.           Severability. In case any provision in this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


 


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


 


 


	
  BORROWER:

  	
   

  	
   

  
	
  Tower
  Tech Systems Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  a
  Wisconsin Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Steven A. Huntington

  	
   

  	
   

  
	
  Steven
  A. Huntington

  	
   

  	
   

  
	
  Title:
  C.F.O.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK:

  	
   

  	
   

  
	
  INVESTORS
  COMMUNITY BANK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert Boerger

  	
   

  	
   

  
	
  Robert Boerger

  	
   

  	
   

  
	
  Title:
  Sr. Commercial Lender