Exhibit 10.90


 


AGREEMENT GOVERNING EXTENSIONS OF CREDIT


 


This Agreement, dated March 13 2009, is between
Investors Community Bank (the “Bank”)  and R. B. A. 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 hereof.


 


The following existing documents are Debt Documents:


 


Four (4) Commercial Promissory Notes and
Commercial Loan Agreements dated 4/7/08, Guaranty pledged by Broadwind
Energy, Inc. dated 4/7/08,  Guaranty pledged by
Tower Tech Systems Inc. dated 4/7/08.


 


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:


 


Mortgage dated 3/21/08 and Commercial Security
Agreement dated 10/4/07.


 


iii.                                                  Cross Collateralization. A1 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

  	
   

  
	
  12/31/2005

  	
   

  	
  $

  	
  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 xcompiled 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:


R. B. A. Inc.


 


a Corporation


 


	
  By:

  	
  /s/ Jeffrey G. Jandry

  	
   

  
	
  Jeffrey G. Jandry

  
	
  Title: Treasurer and Controller

  
	
   

  
	
   

  
	
  BANK:

  
	
  INVESTORS COMMUNITY BANK

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Robert Beerger

  	
   

  
	
  Robert
  Beerger

  
	
  Title:
  Sr. Commercial Lender