Exhibit 10.56


 


	
  GUARANTOR NAME AND ADDRESS

  	
   

  	
  LENDER NAME AND ADDRESS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Number

  
	
  Broadwind Energy, Inc.

  	
   

  	
  Investors Community Bank

  	
   

  	
   

  
	
  47 E Chicago Avenue, Suite 332

  	
   

  	
  P.O. Box 700

  	
   

  	
   

  
	
  Naperville, IL 60540

  	
   

  	
  Manitowoc, WI 54221-0700

  	
   

  	
  Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date

  



 


GUARANTY


 


DATE.
The date of this Guaranty is as of October 22, 2008. 


 


For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,  and to induce Lender (with its participants,
successors and assigns), at its option, at any time or from time to time to
make loans or extend other accommodations to or for the account of R. B. A. Inc.
(Borrower) or to engage in any other transactions with Borrower, the Guarantor
hereby absolutely and unconditionally guarantees to the Lender the full and
prompt payment when due, whether at maturity or earlier by reason of
acceleration or otherwise, of the debts, liabilities and obligations described
as follows: 


INDEBTEDNESS.


 


o   Specific
Debts. The Guarantor guarantees to Lender the payment and
performance of the debt, liability or obligation of Borrower to Lender
evidenced by or arising out of the following:                                                                                            
                                                 and
any extensions, renewals or replacements thereof (Indebtedness).


 


x   All Debts. Except as this Guaranty may otherwise provide,
the Guarantor guarantees to Lender the payment and performance of each and
every debt, liability and obligation of every type and description which
Borrower may now or at any time hereafter owe to Lender (whether such debt,
liability or obligation now exists or is hereafter created or incurred, and
whether it is or may be direct or indirect, due or to become due, absolute or
contingent, primary or secondary, liquidated or unliquidated, or joint,
several, or joint and several; all such debts, liabilities and obligations
(Indebtedness)). Without limitation, this Guaranty includes the following
described debt(s):


 


See Agreement
Governing Extensions of Credit between lender and borrower dated 4/7/08 and
10/28/2008.


 


Exclusions.


 


o   Guarantor will be liable for
$                                               of
the principal amount of the Indebtedness 
outstanding at default and for all of the accrued interest, and the
expenses of collection, enforcement or protection of Lender’s rights and
remedies under this Guaranty, including reasonable attorneys’ fees.


 


o   Guarantor’s liability will
not exceed                    %
of the Indebtedness outstanding at default and all of the accrued interest, and
the expenses  of collection, enforcement
or protection of Lender’s rights and remedies under this Guaranty, including
reasonable attorneys’ fees.


 


o   Indebtedness
Excludes:


 


SECURITY.


 


x   the
Guaranty is unsecured.


o    secured
by


 


.


 


IL only o CONFESSION OF
JUDGMENT. If Guarantor defaults, it authorizes any attorney to appear in a
court of record and confess judgment against it in favor of Lender. The
confession of judgment may be without process and for any amount due on this
Guaranty including collection costs and reasonable attorneys’ fees.


 


PA only o WARRANT OF
AUTHORITY TO CONFESS JUDGMENT. Upon default, in addition to all other remedies
and rights available to Lender, by signing below Guarantor irrevocably
authorizes the prothonotary, clerk, or any attorney to appear in any court of
record having jurisdiction over this matter and to confess judgment against
Guarantor at any time without stay of execution. Guarantor waives notice,
service of process and process. Guarantor agrees and understands that judgment
may be confessed against Guarantor for any unpaid principal, accrued interest
and accrued charges due on this Note, plus collection costs and reasonable
attorneys’ fees up to 15 percent of the judgment. The exercise of the power to
confess judgment will not exhaust this warrant of authority to confess judgment
and may be done as often as Lender elects. Guarantor further understands that
Guarantor’s property may be seized without prior notice to satisfy the debt
owed. Guarantor knowingly, intentionally, and voluntarily waives any and all
constitutional rights Guarantor has to pre-deprivation notice and hearing under
federal and state laws and fully understands the consequences of this waiver.


 


By signing
immediately below, Guarantor agrees to the terms of the WARRANT OF AUTHORITY TO
CONFESS JUDGMENT section.


 


SIGNATURES. By
signing under seal, Guarantor agrees to the terms contained in this Guaranty
(including those on page 2). Guarantor also acknowledges receipt of a copy
of this Guaranty.


 


GUARANTOR:


 


 


	
  Broadwind Energy, Inc.

  	
   

  	
   

  
	
  Entity Name

  	
  (Seal)

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Matthew Gadow

  	
   

  	
   

  
	
  Name, Title Matthew Gadow, Executive Vice President and CFO

  	
  (Seal)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name, Title

  	
  (Seal)

  	
   

  



 


© 2001 Wolters Kluwer Financial Services - Bankers SystemsTM Form M-250   8/29/2006.


 


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ADDITIONAL PROVISIONS


 


The Guarantor further
acknowledges and agrees with Lender that


 


1.  No act or thing need occur to
establish the liability of the Guarantor hereunder, and no act or thing, except
full payment and discharge of all Indebtedness, shall in any way exonerate the
Guarantor or modify, reduce, limit or release the liability of the Guarantor
hereunder.


 


2.  This is an absolute,
unconditional and continuing Guaranty of payment of the Indebtedness and will
continue to be enforceable against the Guarantor, whether or not all
Indebtedness is paid in full, until this Guaranty is revoked by written notice
actually received by the Lender. Any revocation shall not be effective as to
any Indebtedness existing or committed to at the time of actual receipt of
notice by the Lender, or as to any renewals, extensions and refinancings
thereof.


 


The Guarantor represents and
warrants to the Lender that the Guarantor has a direct and substantial economic
Interest in Borrower and expects to derive substantial benefits therefrom and
from any loans and financial accommodations resulting from the creation of
Indebtedness guaranteed hereby, and that this Guaranty is given for a business
purpose. The Guarantor agrees to rely exclusively on its right to revoke this
Guaranty prospectively as to future transactions by written notice actually
received by Lender if at any time the benefits then being received by the
Guarantor in connection with this Guaranty are not sufficient to warrant its
continuance as a Guarantor as to future Indebtedness. Accordingly, the Lender
may rely conclusively on a continuing warranty, hereby made, that the Guarantor
continues to be benefited by this Guaranty and that the Lender has no duty to
inquire into or confirm the receipt of any benefits, and that this Guaranty
will be enforceable without regard to the receipt, nature or value of any such
benefits.


 


3.  If the Guarantor is dissolved or
becomes insolvent, however defined, or revokes this Guaranty, then the Lender
has the right to declare the full amount of all Indebtedness immediately due
and payable, and the Guarantor will forthwith pay the Lender. If the Guarantor
voluntarily commences or there is commenced involuntarily against the Guarantor
a case under the United States Bankruptcy Code, the full amount of all
Indebtedness, whether due and payable or unmatured, will become immediately due
and payable without demand or notice thereof.


 


4.  The Guarantor will be liable for
all Indebtedness, without any limitation as to amount, plus accrued interest
thereon and all other costs, fees, and expenses agreed to be paid under all
agreements evidencing the Indebtedness and securing the payment of the
Indebtedness, and all attorneys’ fees, collection costs and enforcement
expenses referable thereto, Indebtedness may be created and continued in any
amount, whether or not in excess of such principal amount, without affecting or
impairing the liability of the Guarantor hereunder. The Lender may apply any
sums received by or available to the Lender on account of the Indebtedness from
Borrower or any other person (except the Guarantor), from their properties, out
of any collateral security or from any other source to payment of the excess.
Such application of receipts will not reduce, affect or impair the liability of
the Guarantor hereunder. If the liability of the Guarantor is limited pursuant
to this paragraph 4, any payment made by the Guarantor under this Guaranty will
be effective to reduce or discharge its liability only if accompanied by a
written transmittal document, received by the Lender, advising that such
payment is made under this Guaranty for that purpose.


 


5.  The Guarantor will pay or
reimburse the Lender for all costs and expenses (including reasonable
attorneys’ fees and legal expenses) incurred by the Lender in connection with
the protection, defense or enforcement of this Guaranty in any litigation or
bankruptcy or insolvency proceedings.


 


6.  Whether or not any existing
relationship between the Guarantor and Borrower has been changed or ended and
whether or not this Guaranty has been revoked, the Lender may, but shall not be
obligated to, enter into transactions resulting in the creation or continuance
of Indebtedness, without any consent or approval by the Guarantor and without
any notice to the Guarantor. The liability of the Guarantor will not be
affected or impaired by any of the following acts or things [which the Lender
is expressly authorized to do, omit or suffer from time to time, both before
and after revocation of this Guaranty, without notice to or approval by the
Guarantor]: (i) any acceptance of collateral security, Guarantors,
accommodation parties or sureties for any or all Indebtedness; (ii) any one
or more extensions or renewals of Indebtedness (whether or not for longer than
the original period) or any modification of the interest rates, maturities or
other contractual terms applicable to any Indebtedness; (iii) any waiver,
adjustment, forbearance, compromise or indulgence granted to Borrower, any
delay or lack of diligence in the enforcement of Indebtedness, or any failure
to institute proceedings, file a claim, give any required notices or otherwise
protect any Indebtedness; (iv) any full or partial release of, settlement
with, or agreement not to sue, Borrower or any other Guarantor or other person
liable in respect of any Indebtedness; (v) any discharge of any evidence
of Indebtedness or the acceptance of any instrument in renewal thereof or substitution
therefor; (vi) any failure to obtain collateral security (including rights
of setoff) for Indebtedness, or to see to the proper of sufficient creation and
perfection thereof, or to establish the priority thereof, or to protect,
insure, or enforce any collateral security; or any release, modification,
substitution, discharge, impairment, deterioration, waste, or loss of any
collateral security; (vii) any foreclosure or enforcement of any
collateral security; (viii) any transfer of any Indebtedness or any
evidence thereof; (ix) any order of application of any payments or credits
upon Indebtedness; (x) any election by the Lender under §1111(b)(2) of
the United States Bankruptcy Code.


 


7.  The Guarantor waives any and all
defenses, claims and discharges of Borrower, or any other obligor, pertaining
to Indebtedness, except the defense of discharge by payment in full. Without
limiting the generality of the foregoing, the Guarantor will not assert, plead
or enforce against the Lender any defense of waiver, release, estoppel, statute
of limitations, res judicata, statute of frauds, fraud, forgery, incapacity,
minority, usury, illegality or unenforceability which may be available to
Borrower or any other person liable in respect of any Indebtedness, or any setoff
available against the Lender to Borrower or any such other person, whether or
not on account of a related transaction. The Guarantor expressly agrees that
the Guarantor will be liable, to the fullest extent permitted by applicable
law, for any deficiency remaining after foreclosure of any mortgage or security
interest securing Indebtedness, whether or not the liability of Borrower or any
other obligor for such deficiency is discharged pursuant to statute or judicial
decision. The Guarantor shall remain obligated, to the fullest extent permitted
by law, to pay such amounts as though Borrower’s obligations had not been
discharged.


 


8.  The Guarantor
further agree(s) that Guarantor will be obligated to pay Indebtedness even
though any other person obligated to pay Indebtedness, including Borrower, has
such obligation discharged in bankruptcy or otherwise discharged by law,
“Indebtedness” shall include post-bankruptcy petition interest and attorneys’
fees and any other amounts which Borrower is discharged from paying or which do
not accrue to Indebtedness due to Borrower’s discharge, and Guarantor will be
obligated to pay such amounts as fully as if Borrower’s obligations had not
been discharged.


 


9.  If any payment
applied by the Lender to Indebtedness is thereafter set aside, recovered,
rescinded or required to be returned for any reason (including, without
limitation, the bankruptcy, insolvency or reorganization of Borrower or any
other obligor), the Indebtedness to which such payment was applied will for the
purposes of this Guaranty be deemed to have continued in existence,
notwithstanding such application, and this Guaranty will be enforceable as to
such Indebtedness as fully as if such application had never been made.


 


10.  Until the
obligations of the Borrower to Lender have been paid in full, the Guarantor
waive(s) any claim, remedy or other right which the Guarantor may now have
or hereafter acquire against Borrower or any other person obligated to pay
Indebtedness arising out of the creation or performance of the Guarantor’s
obligation under this Guaranty, including, without limitation, any right of
subrogation, contribution, reimbursement, indemnification, exoneration or any
right to participate in any claim or remedy the Guarantor may have against the
Borrower, collateral, or other party obligated for Borrower’s debt, whether or
not such claim, remedy, or right arises in equity, or under contract, statute
or common law.


 


11.  The Guarantor
waives presentment, demand for payment, notice of dishonor or nonpayment, and
protest of any instrument evidencing Indebtedness. The Lender will not be
required first to resort for payment of the Indebtedness to Borrower or other
persons or their properties, or first to enforce, realize upon or exhaust any
collateral security for Indebtedness, before enforcing this Guaranty.


 


12.  The liability
of the Guarantor under this Guaranty is in addition to and is cumulative with
all other liabilities of the Guarantor to the Lender as Guarantor or otherwise,
without any limitation as to amount, unless the instrument or agreement
evidencing or creating such other liability specifically provides to the
contrary.


 


13.  To induce
Lender to enter into the Loan, Guarantor makes these representations and
warranties for as long as Guaranty is in effect. Guarantor is duly organized,
validly existing and in good standing under the laws in the jurisdiction where
Guarantor was organized and is duly qualified, validly existing and in good
standing in all jurisdictions in which Guarantor operates or Guarantor owns or
leases property. Guarantor has the power and authority to enter into this
transaction and to carry on Guarantor’s business or activity as now conducted.
The execution, delivery and performance of this Guaranty and the obligation evidenced
by this Guaranty are within Guarantor’s duly authorized powers; have received
all necessary governmental approval; will not violate any provision of law or
order of court or governmental agency; and will not violate any agreement to
which Guarantor is a party or to which Guarantor is or any of Guarantor’s
property is subject. Other than previously disclosed in writing to Lender,
Guarantor has not changed Guarantor’s name or principal place of business
within the last ten years and has not used any other trade or fictitious name.
Without Lender’s prior written consent, Guarantor does not and will not use any
other name and will preserve Guarantor’s existing name, trade names and
franchises. Guarantor owns or leases all property that Guarantor needs to
conduct Guarantor’s business and activities. All of Guarantor’s property is
free and clear of all liens, security interests, encumbrances and other adverse
claims and interests, except those Lender previously agreed to in writing.
Guarantor is not violating any laws, regulations, rules, orders, judgments or
decrees applicable to Guarantor or Guarantor’s property, except for those that
Guarantor is challenging in good faith through proper proceedings after
providing adequate reserves to fully pay the claim and its challenge should
Guarantor lose.


 


14.  This Guaranty
is effective upon delivery to the Lender, without further act, condition or
acceptance by the Lender. It will be binding upon the Guarantor and the
successors and assigns of the Guarantor and will inure to the benefit of the
Lender and its participants, successors and assigns. If there be more than one Guarantor,
all agreements and promises herein shall be construed to be, and are hereby
declared to be, joint and several in each and every particular and shall be
fully binding upon and enforceable against either, any or all the Guarantors.
Any invalidity or unenforceability of any provision or application of this
Guaranty will not affect other lawful provisions and application hereof, and to
this end the provisions of this Guaranty are declared to be severable. Except
as allowed by the terms herein, this Guaranty may not be waived, modified,
amended, terminated, released or otherwise changed except by a writing signed
by the Guarantor and the Lender. This Guaranty shall be governed by the laws of
the State in which it is executed. The Guarantor waives notice of  the
Lender’s acceptance hereof.


 


©
2001 Wolters Kluwer Financial Services - Bankers SystemsTM Form M-250   8/29/2006.


 


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