BROADWIND ENERGY, INC. (Form: 10-Q, Received: 05/07/2010 16:46:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0- 31313

BROADWIND ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware		88-0409160
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

47 East Chicago Avenue, Suite 332, Naperville, IL 60540

(Address of principal executive offices)

(630) 637-0315

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of shares of registrant’s common stock, par value $0.001, outstanding as of May 4, 2010: 106,759,863.

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

INDEX

		Page No.

	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Cash Flows	3
	Notes to Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	[Removed and Reserved]	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
Signatures		27

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	March 31,			December 31,
	2010			2009
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	26,343		$	4,829
Restricted cash	—			2,010
Accounts receivable, net of allowance for doubtful accounts of $2,145 and $1,641 as of March 31, 2010 and December 31, 2009, respectively	14,664			21,920
Inventories, net	14,761			9,039
Prepaid expenses and other current assets	4,511			5,688
Total current assets	60,279			43,486
Property and equipment, net	133,954			136,249
Goodwill	9,715			9,715
Intangible assets, net	36,173			37,248
Other assets	3,337			3,338
TOTAL ASSETS	$	243,458		$	230,036

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Lines of credit and notes payable	$	—		$	10,717
Current maturities of long-term debt	2,655			9,021
Current portions of capital lease obligations	1,143			1,130
Accounts payable	12,265			14,710
Accrued liabilities	6,115			6,965
Deferred revenue	7,973			10,199
Total current liabilities	30,151			52,742

LONG-TERM LIABILITIES:
Long-term debt, net of current maturities	12,301			15,778
Long-term capital lease obligations, net of current portions	3,010			3,286
Interest rate swap agreements	—			253
Deferred income tax liabilities	465			403
Other	1,829			1,979
Total long-term liabilities	17,605			21,699

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $0.001 par value; 150,000,000 shares authorized; 106,746,705 and 96,701,127 shares issued and outstanding as of March 31, 2010 and December 31, 2009, respectively	107			97
Additional paid-in capital	355,000			300,779
Accumulated deficit	(159,405		)	(145,281		)
Total stockholders’ equity	195,702			155,595
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	243,458		$	230,036

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In thousands, except per share data)

	Three Months Ended March 31,
	2010			2009

Revenues	$	22,170		$	53,062
Cost of sales	26,654			48,377
Gross (loss) profit	(4,484		)	4,685

OPERATING EXPENSES:
Selling, general and administrative	8,214			8,916
Intangible amortization	1,075			2,906
Total operating expenses	9,289			11,822
Operating loss	(13,773		)	(7,137		)

OTHER (EXPENSE) INCOME, net:
Interest expense, net	(362		)	(542		)
Other, net	132			93
Total expense, net	(230		)	(449		)

Net loss before provision (benefit) for income taxes	(14,003		)	(7,586		)
PROVISION (BENEFIT) FOR INCOME TAXES	121			(436		)
NET LOSS	$	(14,124	)	$	(7,150	)

NET LOSS PER COMMON SHARE - Basic and diluted	$	(0.14	)	$	(0.07	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted	104,371			96,492

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)
(In thousands)

	Three Months Ended March 31,
	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(14,124	)	$	(7,150	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	4,834			6,607
Change in fair value of interest rate swap agreements	(253		)	(85		)
Deferred income taxes	62			(356		)
Stock-based compensation	366			536
Allowance for doubtful accounts	504			(1,050		)
Gain on disposal of assets	(7		)	(7		)
Changes in operating assets and liabilities:
Accounts receivable	6,753			11,938
Inventories	(5,722		)	(1,438		)
Prepaid expenses and other current assets	1,176			693
Accounts payable	(1,199		)	(4,846		)
Accrued liabilities	(1,012		)	(1,981		)
Deferred revenues	(2,226		)	(3,162		)
Other non-current assets and liabilities	(101		)	—
Net cash used in operating activities	(10,949		)	(301		)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(2,596		)	(6,743		)
Proceeds from disposals of property and equipment	7			24
Decrease in restricted cash	2,010			—
Net cash used in investing activities	(579		)	(6,719		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of stock	53,467			—
Common stock issued under defined contribution 401(k) plan	172			—
Payments on lines of credit and notes payable	(20,561		)	(4,634		)
Proceeds from lines of credit and notes payable	—			1,542
Proceeds from sales-leaseback transactions	—			1,235
Principal payments on capital leases	(263		)	(325		)
Issuance of restricted stock grants	227			282
Net cash provided by (used in) financing activities	33,042			(1,900		)

NET INCREASE (DECREASE) IN CASH	21,514			(8,920		)
CASH, beginning of the period	4,829			15,253
CASH, end of the period	$	26,343		$	6,333

Supplemental cash flow information:
Interest paid, net of capitalized interest	$	433		$	676
Income taxes paid	$	38		$	506

Non-cash financing activities:
Common stock issued under defined contribution 401(k) plan	$	172		$	—
Issuance of restricted stock grants	$	227		$	282

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BROADWIND ENERGY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(In thousands, except share and per share data)

NOTE 1 — BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. The December 31, 2009 consolidated balance sheets were derived from audited financial statements, but do not include all disclosures required by GAAP. This financial information should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

The unaudited condensed consolidated financial statements presented herein include the accounts of Broadwind Energy, Inc. and its wholly owned subsidiaries. As of March 31, 2010, the Company had four operating subsidiaries, which consisted of Brad Foote Gear Works, Inc. (“Brad Foote”), Tower Tech Systems Inc. (“Tower Tech”), Energy Maintenance Service, LLC (“EMS”) and Badger Transport, Inc. (“Badger”). All inter-company transactions and balances have been eliminated. Additionally, certain reclassifications have been made to prior period financial statements to conform to the current period presentation.

Business Overview

As used in this Quarterly Report on Form 10-Q, the terms “ we, ” “ us, ” “ our, ” “ Broadwind, ” and the “ Company, ” refer to Broadwind Energy, Inc., a Delaware corporation headquartered in Naperville, Illinois, and its wholly owned subsidiaries. The Company is an independent, horizontally integrated supplier of customized products and services to the U.S. wind energy industry. The Company’s product and service portfolio provides its customers, including wind turbine manufacturers, wind farm developers and wind farm operators, with access to a broad array of wind component and service offerings. The Company manufactures gearing systems and wind towers for the wind industry, and provides technical service and precision repair and engineering and specialized logistics to the wind industry in the United States.

In December 2009, the Company revised its reporting segment presentation into four reportable operating segments: Towers, Gearing, Technical and Engineering Services, and Logistics. Accordingly, all current and prior period financial results have been revised to reflect these changes. See Note 12, “Segment Reporting,” of the notes to these condensed consolidated financial statements for further discussion of the Company’s reportable segments.

Towers

The Company manufactures wind towers, specifically the large and heavier wind towers that are designed for 2 megawatt (“MW”) and larger wind turbines. The Company’s production facilities are strategically located in close proximity to the primary U.S. wind resource regions, sited in Wisconsin and Texas, including a recently constructed third wind tower manufacturing facility in Brandon, South Dakota, which will become operational as business warrants and pending the installation of certain additional equipment. The Company also manufactures other specialty weldments and structures for industrial customers.

Gearing

The Company manufactures precision gearing systems for the wind industry in North America and products for industrial markets including mining and oilfield equipment, with facilities in Illinois and Pennsylvania. The Company uses an integrated manufacturing process, which includes a machining process in Cicero, Illinois, a heat treatment process in Neville Island, Pennsylvania and a finishing process in the Company’s Cicero factory.

Technical and Engineering Services

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and other components. The Company also provides customer support, preventive maintenance and wind technician training. The Company’s technicians utilize regional service centers for storage and repair of parts as well as for training. Through its precision repair and engineering services, the Company repairs and refurbishes complex wind components, including control systems, gearboxes and blades. The Company also conducts warranty inspections, commissions turbines and provides technical assistance.

Logistics

The Company offers specialized transportation, permitting and logistics management to the wind industry for oversize and overweight machinery and equipment. The Company delivers complete turbines to the installation site, including blades, nacelles and tower sections for final erection. The Company focuses on the project management of the delivery of complete wind turbine farms.

Financing and Liquidity

As of March 31, 2010, the Company had $26,343 in cash on hand. As discussed further in Note 6, “Debt and Credit Agreements,” of the notes to these condensed consolidated financial statements, the Company repaid in January 2010 outstanding indebtedness in the amount of $16,076 and $3,066 to Bank of America and Investors Community Bank, respectively. The repayment of this indebtedness released the Company from certain financial covenants and debt service requirements.

The Company’s management anticipates that the Company will be able to satisfy the cash requirements associated with, among other things, working capital needs, capital expenditures and debt and lease commitments through at least the next 12 months primarily with current cash on hand, cash generated by operations or other financing arrangements. The Company’s ability to make scheduled payments on debt and other financial obligations will depend on future financial and operating performance. However, if sales and subsequent collections from several of the Company’s large customers, as well as revenues generated from new customer orders, are not materially consistent with management’s expectations, the Company may encounter cash flow and liquidity issues. Additional funding may not be available when needed or on terms acceptable to the Company. Furthermore, if the Company is unable to obtain additional capital, the Company will likely be required to delay, reduce the scope of or eliminate the Company’s plans for expansion and growth, and this could affect the Company’s overall operations. Any additional equity financing, if available, may be dilutive to stockholders, and additional debt financing, if available, will likely require financial covenants or other restrictions on the Company.

NOTE 2 — EARNINGS PER SHARE

The following table presents a reconciliation of basic and diluted earnings per share for the three months ended March 31, 2010 and 2009 as follows:

	Three months ended March 31,
	2010			2009
Basic earnings per share calculation:

Net loss to common stockholders	$	(14,124	)	$	(7,150	)

Weighted average number of common shares outstanding	104,370,962			96,491,885
Basic net loss per share	$	(0.14	)	$	(0.07	)

Diluted earnings per share calculation:

Net loss to common stockholders	$	(14,124	)	$	(7,150	)

Weighted average number of common shares outstanding	104,370,962			96,491,885
Common stock equivalents:
Stock options and unvested restricted stock units (1)	—			—
Weighted average number of common shares outstanding	104,370,962			96,491,885
Diluted net loss per share	$	(0.14	)	$	(0.07	)

(1) Stock options and unvested restricted stock units granted and outstanding of 1,883,751 and 2,032,375 as of March 31, 2010 and 2009, respectively, are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company’s net loss for these respective periods.

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NOTE 3 — INVENTORIES

Inventories are stated at the lower of cost or market value and primarily consist of raw material, work-in-process, and finished goods. Work-in-process consists of labor and overhead, processing costs, purchased subcomponents and materials purchased for specific customer orders. Finished goods consist of components purchased from third parties as well as components manufactured by the Company that will be used to produce final customer products.

The components of inventories as of March 31, 2010 and December 31, 2009 are summarized as follows:

	March 31,			December 31,
	2010			2009

Raw materials	$	7,172		$	4,957
Work-in-process	7,471			2,921
Finished goods	1,803			3,338
	16,446			11,216
Less: Reserve for excess and obsolete inventory	(1,685		)	(2,177		)
Net inventories	$	14,761		$	9,039

NOTE 4 — GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of cost over fair market value of identifiable net assets acquired through business purchases. The Company performs an annual goodwill impairment test during the fourth quarter of each year, or more frequently when events or circumstances indicate that the carrying value of its assets may not be recovered. Intangible assets represent the fair value assigned to definite-lived assets such as trade names, customer relationships, and noncompete agreements as part of acquisitions completed during 2007 and 2008. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from 3 to 20 years. The Company tests intangible assets for impairment only when events or circumstances indicate that the carrying value of these assets may not be recovered.

As a result of the reduction in the Company’s revenues during the first quarter of 2010 from original projections, the Company evaluated the recoverability of certain of its identifiable intangible assets and goodwill balances. Based upon the Company’s assessment, no impairment to these assets was identified as of March 31, 2010.

As of March 31, 2010 and December 31, 2009, the cost basis, accumulated amortization and net book value of intangible assets were as follows:

	March 31, 2010							December 31, 2009
	Adjusted					Net										Net
	Cost		Accumulated			Book		Cost		Accumulated			Impairment			Book
	Basis		Amortization			Value		Basis		Amortization			Charge			Value
Intangible assets:
Customer relationships	$	33,059	$	(6,412	)	$	26,647	$	106,638	$	(21,332	)	$	(57,835	)	$	27,471
Trade names	10,159		(1,212		)	8,947		10,279		(1,099		)	(107		)	9,073
Noncompete agreements	1,490		(911		)	579		1,490		(786		)	—			704

Intangible assets	$	44,708	$	(8,535	)	$	36,173	$	118,407	$	(23,217	)	$	(57,942	)	$	37,248

Intangible investments associated with customer relationships, trade names and noncompete agreements are being amortized ratably over the estimated life of the related intangible assets. Amortization expense was $1,075 and $2,906 for the three months ended March 31, 2010 and 2009, respectively.

NOTE 5 — ACCRUED LIABILITIES

Accrued liabilities as of March 31, 2010 and December 31, 2009 consisted of the following:

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	March 31,		December 31,
	2010		2009

Accrued operating expenditures	$	125	$	954
Accrued payroll and benefits	2,829		2,295
Accrued professional fees	456		1,067
Accrued warranty	1,047		918
Accrued other	1,658		1,731
Total accrued liabilities	$	6,115	$	6,965

NOTE 6 — DEBT AND CREDIT AGREEMENTS

The Company’s outstanding debt balances as of March 31, 2010 and December 31, 2009 consisted of the following:

	March 31,			December 31,
	2010			2009

Lines of credit	$	—		$	10,601
Term loans and notes payable	12,636			22,595
Related party note	2,320			2,320
	14,956			35,516
Less - Current maturities	(2,655		)	(19,738		)
Long-term debt, net of current maturities	$	12,301		$	15,778

Credit Facilities

Brad Foote

In connection with the Company’s acquisition of Brad Foote in October 2007, the Company assumed outstanding debt and available lines of credit totaling approximately $25,500 under various secured debt facilities (the “BOA Debt Facilities”) with Bank of America. The BOA Debt Facilities were governed by a Loan and Security Agreement dated as of January 17, 1997 (as amended and/or restated, the “Loan Agreement”).

On January 22, 2010, (i) Brad Foote repaid all of the outstanding principal and interest under the BOA Debt Facilities in the aggregate amount of $16,076, and (ii) the BOA Debt Facilities were terminated.

Tower Tech

ICB Line

In October 2007, Tower Tech obtained a secured line of credit (the “ICB Line”) from Investors Community Bank in the amount of $2,500, which was subsequently increased to $5,500 on March 21, 2008. On March 13, 2009, Investors Community Bank agreed to extend the maturity date of the ICB Line to March 13, 2010 (the “ICB Line Extension Agreement”). Pursuant to a Master Amendment dated as of December 30, 2009 (the “ICB Master Amendment”) among Investors Community Bank, Tower Tech and Broadwind (as guarantor), the amount of the ICB Line was increased to $6,500, subject to borrowing base availability. On January 26, 2010, Tower Tech repaid all of the outstanding indebtedness under the ICB Line in the amount of $3,066 and allowed the ICB Line to expire on March 13, 2010.

ICB Notes

On April 7, 2008, the Company’s wholly owned subsidiary R.B.A., Inc. (“RBA”) executed four (4) promissory notes with Investors Community Bank (the “ICB Notes”), in the aggregate principal amount of approximately $3,781, as follows: (i) a term note in the maximum principal amount of approximately $421, bearing interest at a per annum rate of 6.85%, with a maturity date of October 5, 2012; (ii) a term note in the maximum principal amount of $700, bearing interest at a per annum rate of 5.65%, with a maturity date of April 25, 2013; (iii) a term note in the maximum principal amount of $928, bearing interest at a per annum rate of 5.65%, with a maturity date of April 25, 2013; and (iv) a line of credit note in the maximum principal amount of $1,732, bearing interest at a per annum rate of 4.48% until May 1, 2008 and thereafter at LIBOR plus 1.75%, with a maturity date of April 5, 2009 (the

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“Line of Credit Note”). The Line of Credit Note was subsequently modified on March 13, 2009 to extend the maturity date to March 13, 2010 and to change the interest rate to the greater of (A) 5% or (B) prime. The ICB Notes provide for multiple advances, and were secured by substantially all of the assets of RBA.

Pursuant to the merger of RBA into Tower Tech on December 31, 2009, Tower Tech became the successor by merger to RBA’s interest in the loans from Investors Community Bank to RBA evidenced by the ICB Notes (other than the Line of Credit Note, which was repaid in full in January 2010). As of March 31, 2010, (i) the total amount of outstanding indebtedness under the ICB Notes was $1,563, and (ii) the effective interest rate of the ICB Notes was 5.85%.

As of March 31, 2010, Tower Tech was in compliance with all applicable financial covenants related to the ICB Notes.

Great Western Loan

On April 28, 2009 (the “Construction Loan Closing Date”), Tower Tech entered into a Construction Loan Agreement (the “Construction Loan Agreement”) with Great Western Bank ( “Great Western”) , pursuant to which Great Western agreed to provide up to $10,000 in financing (the “Construction Loan”) to fund construction of Tower Tech’s wind tower manufacturing facility in Brandon, South Dakota (the “Facility”). The Construction Loan bore interest at a rate of 7.5% per annum on all advances. The Construction Loan was originally scheduled to mature on January 5, 2010, but was subsequently extended by mutual agreement.

The Construction Loan was secured by a first mortgage on the Facility and all fixtures, accounts and proceeds relating thereto, pursuant to a Mortgage (the “Mortgage”) and a Commercial Security Agreement, each between Tower Tech and Great Western and entered into on the Construction Loan Closing Date. In addition, pursuant to an Assignment of Deposit Account (the “Assignment of Deposit Account”) entered into on the Construction Loan Closing Date, Tower Tech granted Great Western a security interest in a $2,000 deposit account (the “Deposit Account”). The Company also executed a Commercial Guaranty (the “Commercial Guaranty”) and entered into a Subordination Agreement in connection with the Construction Loan, under which it agreed to guarantee Tower Tech’s performance and to subordinate all intercompany debt with Tower Tech to the Construction Loan.

Pursuant to a Letter Agreement dated as of the Construction Loan Closing Date among Great Western, Tower Tech and the Company, Tower Tech was granted the right, at any time prior to the maturity date of the Construction Loan, and subject to certain parameters, to convert the Construction Loan into a term loan. Tower Tech timely exercised this conversion right, and pursuant to a Change in Terms Agreement dated April 5, 2010 (the “Change in Terms Agreement”) between Great Western and Tower Tech, the Construction Loan was converted to a term loan (the “Great Western Term Loan”) providing for monthly payments of principal plus interest, extending the maturity date to November 5, 2016, reducing the principal amount to $6,500, and changing the per annum interest rate to 8.5%. Tower Tech was required to pay a 1.0% origination fee upon the conversion.

In connection with the conversion to the Great Western Term Loan as described above, (i) approximately $248 of the amount held in the Deposit Account was applied as a principal reduction payment in order to reduce the principal amount of the Great Western Term Loan to $6,500, (ii) the balance of the amount held in the Deposit Account was released to Tower Tech on March 31, 2010, (iii) the Construction Loan Agreement was terminated and replaced with a Business Loan Agreement dated April 5, 2010 (the “Business Loan Agreement”) by and between Great Western and Tower Tech, (iv) the Mortgage was amended in certain respects pursuant to an Amendment to Mortgage dated April 5, 2010 (the “Mortgage Amendment”) between Great Western and Tower Tech, and (v) pursuant to a Letter Agreement dated April 5, 2010 (the “Letter Agreement”) by and among Great Western, Tower Tech and the Company, the Commercial Guaranty, the Business Loan Agreement and the Promissory Note executed in connection with the Construction Loan were each modified in certain respects.

The Great Western Term Loan contains representations, warranties and covenants that are customary to a term financing arrangement and contains no financial covenants. As of March 31, 2010, total outstanding indebtedness under the Construction Loan was $6,500.

Badger

On March 13, 2009, Badger obtained a term loan (the “FNB Term Loan”) from First National Bank (“FNB”) in the principal amount of approximately $1,538. A portion of the proceeds from the FNB Term Loan was used to pay off Badger’s existing term loan and revolving line of credit with FNB, with the remainder available for working capital. The FNB Term Loan is secured by the inventory, accounts receivable and certain equipment of Badger, and is guaranteed by the Company. The FNB Term Loan bears interest at a rate of 6.75% per annum, matures on March 13, 2013, and requires monthly payments of principal and interest. The FNB Term Loan contains no financial covenants. As of March 31, 2010, the total amount of outstanding indebtedness under the FNB Term Loan was $1,190.

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On September 30, 2009, Badger obtained a term loan (the “GE Capital Term Loan”) from General Electric Capital Corporation in the principal amount of approximately $1,000. The GE Capital Term Loan is secured by certain equipment of Badger, and is guaranteed by the Company. The GE Capital Term Loan bears interest at a rate of 7.76% per annum, matures on September 30, 2014, and requires monthly payments of principal and interest. The GE Capital Term Loan contains no financial covenants. As of March 31, 2010, the total amount of outstanding indebtedness under the GE Capital Term Loan was $907.

Selling Shareholder Notes

On May 26, 2009, the Company entered into a settlement agreement (the “Settlement Agreement”) with the former owners of Brad Foote (the “Selling Shareholders”), including J. Cameron Drecoll, the Company’s Chief Executive Officer and a member of its Board of Directors, related to the post-closing escrow established in connection with the Company’s acquisition of Brad Foote. Under the terms of the Settlement Agreement, among other terms, the Company issued three promissory notes to the Selling Shareholders in the aggregate principal amount of $3,000 (the “Selling Shareholder Notes”). The Selling Shareholder Notes mature on May 28, 2012 and bear interest at a rate of 7% per annum, with interest payments due quarterly. The Selling Shareholder Note issued to Mr. Drecoll in the principal amount of $2,320 and pursuant to the terms of the Settlement Agreement is deemed by the Company to be a related party transaction. As of March 31, 2010, principal of $3,000 and accrued interest of $52 were outstanding under the Selling Shareholder Notes. The Company has accounted for the Selling Shareholder Notes as long-term debt in its condensed consolidated balance sheets.

NOTE 7 — INTEREST RATE SWAP AGREEMENTS

As part of the Company’s acquisition of Brad Foote in October 2007, the Company assumed two interest rate swap agreements. These swap agreements were intended to minimize the impact of interest rate fluctuations on certain debt instruments. Interest rate swap agreements involve exchanges of fixed or floating rate interest payments periodically over the life of the agreement without the exchange of the underlying principal amounts. Derivatives are measured at fair value and recognized as either assets or liabilities on the Company’s balance sheet. The accounting for changes in the fair value of a derivative is dependent upon the use of the derivative and its resulting designation. Unless specific hedge accounting criteria are met, changes in the fair value of the derivative must be recognized currently in earnings. The Company’s interest rate swaps did not qualify for hedge accounting, and therefore, the Company was required to recognize the swap agreements at their fair market value and record the fluctuations in the fair value of the swap agreements in current earnings.

In February 2010, the Company settled both interest rate swap agreements for $270 in connection with the repayment of all outstanding indebtedness to Bank of America in January 2010.

NOTE 8 — STOCKHOLDERS’ EQUITY

On January 21, 2010, the Company completed a public offering of its common stock, par value $0.001 per share, at an offering price of $5.75 per share. In the offering, the Company sold 10,000,000 newly issued shares of its common stock for approximately $54,625 in proceeds after deducting underwriting discounts, but before deducting other offering related costs. In connection with the offering, the Company incurred $1,158 in costs associated with professional and other offering related expenses, which have been netted against the proceeds received in additional paid-in capital in the Company’s consolidated balance sheets as of March 31, 2010.

On March 26, 2010, the Company issued 32,761 shares of its common stock for an aggregate fair value of $172 in connection with matching contributions made under its defined contribution 401(k) safe harbor plan.

NOTE 9 — INCOME TAXES

The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of March 31, 2010 and December 31, 2009, the Company had accrued interest or penalties related to uncertain tax positions totaling $32 and $10, respectively.

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The Company files income tax returns in U.S. federal and state jurisdictions. As of March 31, 2010, open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’ ability to adjust operating loss carryforwards. No changes in settled tax years have occurred through March 31, 2010. The Company does not anticipate there will be a material change in the total amount of unrecognized tax benefits within the next 12 months.

The following table presents the income tax provision (benefit) for the three months ended March 31, 2010 and 2009 as follows:

	For the Three Months Ended March 31,
	2010			2009

Net loss before (benefit) provision for income taxes	$	(14,003	)	$	(7,586	)
Provision (benefit) for income taxes	121			(436		)
Net loss	$	(14,124	)	$	(7,150	)

Effective tax rates differ from federal statutory income tax rates primarily due to changes in the Company’s valuation allowance, permanent differences and provisions for state and local income taxes. As of March 31, 2010, the Company had a net deferred tax liability of $465 primarily related to temporary differences in indefinite-lived assets. These indefinite-lived assets consist of tax deductible goodwill from business acquisitions completed during 2007 and 2008. During the three months ended March 31, 2010, the Company recorded a provision for income taxes of $121 compared to a benefit for income taxes of $436 during the three months ended March 31, 2009. The increase in income taxes during the three months ended March 31, 2010 was primarily attributable to a full income tax valuation allowance for federal income tax reporting purposes resulting from the Company’s net operating loss carryforwards and due to a favorable change in the method of calculating state income taxes in the prior year. The income tax benefit recorded during the three months ended March 31, 2009 related to a decrease in state income taxes and deferred state income tax liabilities as a result of a favorable change in the state of Wisconsin’s method of calculating state income taxes.

NOTE 10 — SHARE-BASED COMPENSATION

Overview of Share-Based Compensation Plan

The Company grants incentive stock options and other equity awards pursuant to the Broadwind Energy, Inc. 2007 Equity Incentive Plan (the “EIP”), which was approved by the Company’s Board of Directors in October 2007 and by the Company’s stockholders in June 2008. The EIP was subsequently amended in August 2008 by the Company’s Board of Directors to include certain non-material amendments to clarify the terms and conditions of restricted stock awards and to provide that the administrator of the EIP has the authority to authorize future amendments to the EIP. The EIP was further amended by the Company’s stockholders in June 2009 to increase the number of shares of common stock authorized for issuance under the EIP. As amended, the EIP reserves 5,500,000 shares of common stock for grants to officers, directors, employees, consultants and advisors upon whose efforts the success of the Company and its affiliates will depend to a large degree. As of March 31, 2010, the Company had reserved 1,472,565 shares for the exercise of stock options outstanding, 411,186 shares for restricted stock unit awards outstanding and 3,374,275 additional shares for future stock awards under the EIP. As of March 31, 2010, 241,974 shares of common stock reserved for stock options and restricted stock unit awards under the EIP have been issued in the form of common stock.

Stock Options. The exercise price of stock options granted under the EIP is equal to the closing price of the Company’s common stock on the date of grant. Stock options generally become exercisable on the anniversary of the grant date, with vesting terms that may range from one to five years from the date of grant. Additionally, stock options expire ten years after the date of grant. If a plan participant’s employment is terminated during the vesting period, he or she forfeits the right to unvested stock option awards.

Restricted Stock. The granting of restricted stock units is provided for under the EIP. Restricted stock units generally vest on the anniversary of the grant date, with vesting terms that range from immediate vesting to five years from the date of grant. The fair value of each unit granted is equal to the closing price of the Company’s common stock on the date of grant and is expensed ratably over the vesting term of the restricted stock award. If a plan participant’s employment is terminated during the vesting period, he or she forfeits the right to any unvested portion of the restricted stock units.

The following table summarizes stock option activity during the three months ended March 31, 2010 under the EIP as follows:

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	Options		Weighted Average Exercise Price
Outstanding as of December 31, 2009	1,402,163		$	11.08
Granted	229,828		$	5.44
Exercised	—		—
Forfeited	(122,366	)	$	10.40
Expired	(37,060	)	$	19.56
Outstanding as of March 31, 2010	1,472,565		$	10.04

Exercisable as of March 31, 2010	375,933		$	10.30

The following table summarizes restricted stock unit activity during the three months ended March 31, 2010 under the EIP as follows:

	Number of Units		Weighted Average Grant-Date Fair Value Per Unit
Outstanding as of December 31, 2009	279,151		$	8.76
Granted	150,019		$	5.43
Vested	(17,984	)	$	6.03
Forfeited	—		—
Outstanding as of March 31, 2010	411,186		$	7.66

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of each stock option is affected by the Company’s stock price on the date of grant, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the expected life of the awards and actual and projected stock option exercise behavior. The weighted average fair value per share of stock option awards granted during the three months ended March 31, 2010 and 2009, and assumptions used to value stock options, are as follows:

	For the Three Months Ended March 31,
	2010			2009
Dividend yield	—			—
Risk-free interest rate	3.1		%	2.0		%
Weighted average volatility	85.0		%	85.0		%
Expected life (in years)	6.5			6.5
Weighted average grant date fair value per share of options granted	$	4.02		$	2.29

Dividend yield is zero as the Company currently does not pay a dividend.

Risk-free rate is based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life of the award.

During the three months ended March 31, 2010 and 2009, the Company utilized a standard volatility assumption of 85% for estimating the fair value of stock options awarded based on comparable volatility averages for the energy related sector.

The expected life of each stock option award granted is derived using the “simplified method” for estimating the expected term of a “vanilla-option” in accordance with Staff Accounting Bulletin (“SAB”) No. 107, “ Share-Based Payment ,” as amended by SAB No. 110, “ Share-Based Payment .” The fair value of each unit of restricted stock is equal to the fair market value of the Company’s common stock as of the date of grant.

During the three months ended March 31, 2010 and 2009, the Company utilized a forfeiture rate of 10% for estimating the forfeitures of stock options granted.

The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months March 31, 2010 and 2009 as follows:

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	For the Three Months Ended March 31,
	2010		2009
Share-based compensation expense:
Selling, general and administrative	$	593	$	818
Income tax benefit (1)	—		—
Net effect of share-based compensation expense on net loss	$	593	$	818

Reduction in earnings per share:
Basic and diluted earnings per share (2)	$	0.01	$	0.01

(1) Income tax benefit is not illustrated because the Company is currently operating at a loss and an actual income tax benefit was not realized for the three months ended March 31, 2010 and 2009. The result of the loss situation creates a timing difference, resulting in a deferred tax asset, which is fully reserved for in the Company’s valuation allowance.

(2) Diluted earnings per share for the three months ended March 31, 2010 and 2009 does not include common stock equivalents due to their anti-dilutive nature as a result of the Company’s net losses for these respective periods. Accordingly, basic earnings per share and diluted earnings per share are identical for all periods presented.

As of March 31, 2010, the Company estimates that pre-tax compensation expense for all unvested share-based awards, including both stock options and restricted stock units, in the amount of approximately $7,863 will be recognized through the year 2014. The Company expects to satisfy the exercise of stock options and future distribution of shares of restricted stock by issuing new shares of common stock.

NOTE 11 — RECENT ACCOUNTING PRONOUNCEMENTS

The following is a listing of recent accounting standards issued by the Financial Accounting Standards Board (“FASB”) and their effect on the Company.

In February 2010, the FASB issued Accounting Standards Update ( “ ASU ” ) 2010-09, Subsequent Events (Topic 855). ASU 2010-09 removes the requirements for Securities and Exchange Commission ( “ SEC ” ) registrants to disclose a date, in both issued and revised financial statements, through which subsequent events have been reviewed. The adoption of this standard did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). ASU 2010-06 provides additional disclosure requirements related to fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Disclosure requirements applicable to Level 3 transactions are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years, with early adoption permitted. The portion of ASU 2010-06 that was effective beginning after December 15, 2009 did not have a material effect on the financial position, results of operations or cash flows of the Company. Additionally, the Company does not anticipate that the disclosure requirements applicable to Level 3 transactions that are effective for fiscal years beginning after December 15, 2010 will have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605). ASU 2009-13 provides additional guidance related to the accounting for multiple-deliverable arrangements to account for products or services (deliverables) separately rather than as a combined unit and eliminates the residual method of allocation. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company does not anticipate that the provisions of ASU 2009-13 will have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 12 — SEGMENT REPORTING

In December 2009, the Company revised its reporting segments. The revised reporting structure includes four reportable segments: “Towers” (formerly “Products”), “Gearing” (formerly “Products”), “Technical and Engineering Services” (formerly “Services”) and “Logistics”(formerly “Services”). Accordingly, all prior period segment information has been reclassified to properly reflect the Company’s current reportable segments.

The Company’s segments and their product and service offerings are summarized below:

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Towers

The Company manufactures wind towers, specifically the large and heavier wind towers that are designed for 2 MW and larger wind turbines. The Company’s production facilities are strategically located in close proximity to the primary U.S. wind resource regions, sited in Wisconsin and Texas, including a recently constructed third wind tower manufacturing facility in Brandon, South Dakota, which will become operational as business warrants and pending the installation of certain additional equipment. The Company also manufactures other specialty weldments and structures for industrial customers.

Gearing

Technical and Engineering Services

The Company is an independent service provider of construction support and operations and maintenance services to the wind industry. The Company’s specialty services include oil change-out, up-tower tooling for gearing systems, drive-train and blade repairs and component replacement. The Company’s construction support capabilities include assembly of towers, nacelles, blades and other components. The Company also provides customer support, preventive maintenance and wind technician training. The Company’s technicians utilize regional service centers for storage and repair of parts as well as for training. Through its precision repair and engineering services, the Company repairs and refurbishes complex wind components, including control systems, gearboxes and blades. The Company also conducts warranty inspections, commissions turbines and provides technical assistance. The Company’s service locations are in Illinois, California, South Dakota, Texas and Colorado.

Logistics

Corporate and Other

“Corporate and Other” is comprised of adjustments to reconcile segment results to consolidated results, which primarily includes corporate administrative expenses and intercompany eliminations.

Summary financial information by reportable segment is as follows:

	Revenues						Operating (Loss) Profit
	For the Three Months Ended March 31,						For the Three Months Ended March 31,
	2010			2009			2010			2009
Segments:

Towers	$	12,046		$	20,104		$	(1,277	)	$	(68	)
Gearing	7,717			23,030			(5,128		)	(3,867		)
Technical and Engineering Services	2,022			7,410			(2,450		)	24
Logistics	460			2,819			(1,708		)	(950		)
Corporate and Other (1)	(75		)	(301		)	(3,210		)	(2,276		)
	$	22,170		$	53,062		$	(13,773	)	$	(7,137	)

	Depreciation and Amortization				Capital Expenditures
	For the Three Months Ended March 31,				For the Three Months Ended March 31,
	2010		2009		2010		2009
Segments:

Towers	$	854	$	748	$	1,252	$	6,925
Gearing (2)	2,448		4,245		1,106		(634		)
Technical and Engineering Services	817		741		228		82
Logistics	674		839		6		368
Corporate and Other (1)	41		34		4		2
	$	4,834	$	6,607	$	2,596	$	6,743

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	Total Assets as of
	March 31,		December 31,
	2010		2009
Segments:

Towers	$	81,039	$	80,146
Gearing	86,956		92,665
Technical and Engineering Services	33,500		36,417
Logistics	20,226		21,259
Corporate and Other (3)	21,737		(451		)
	$	243,458	$	230,036

(1) “Corporate and Other” includes corporate administrative expenses and intercompany eliminations. Corporate selling, general and administrative expenses includes corporate salaries and benefits, share-based compensation, and professional fees.

(2) Gearing segment capital expenditures for the three months ended March 31, 2009 reflects cash amounts received in connection with the return of certain capital equipment expenditures made during 2008.

(3) “Corporate and Other” includes assets of the corporate headquarters and intercompany eliminations.

NOTE 13 — COMMITMENTS AND CONTINGENCIES

Purchase Commitments

During 2010, the Company issued purchase commitments in connection with equipment purchases for the Company’s MW gearbox refurbishment center, which totaled $2,700 as of March 31, 2010.

During 2009 and 2010, the Company issued purchase commitments in connection with equipment purchases for the Company’s wind tower manufacturing facility located in Brandon, South Dakota, which totaled approximately $1,269 as of March 31, 2010.

During 2008, the Company issued purchase commitments in connection with gearing equipment totaling $4,888, of which the Company made a $1,324 deposit. As of March 31, 2010, outstanding purchase orders totaled $3,564.

Legal Proceedings

From time to time, the Company is subject to legal proceedings or claims arising from its normal course of operations. The Company accrues for costs related to loss contingencies when such costs are probable and reasonably estimable. As of March 31, 2010, the Company is not aware of any material pending legal proceedings or threatened litigation that would have a material adverse effect on the Company’s financial condition or results of operations, although no assurance can be given with respect to the ultimate outcome of pending actions.

Customer Disputes

From time to time, the Company may be involved in disputes with its customers regarding matters such as warranty liability, pricing and contract performance. During the third quarter of 2009, the Company became involved in a contract dispute with a customer, pursuant to which it initially reserved $1,500 related to the settlement of this matter. The Company and the customer are currently in negotiations to resolve this dispute. As of March 31, 2010, the Company had recorded an aggregate reserve of $1,900 related to disputes with its customers, of which $1,600 is reserved in the Company’s allowance for doubtful accounts and $300 in its warranty reserves.

Environmental Compliance and Remediation Liabilities

The Company’s operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which the Company operates and sells products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. Also, certain environmental laws can impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owner or operator of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment

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of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites.

Warranty Liability

The Company provides warranty terms that range from two to seven years for various products relating to workmanship and materials supplied by the Company. From time to time, customers may submit warranty claims against the Company. In certain contracts, the Company has recourse provisions for items that would enable recovery from third parties for amounts paid to customers under warranty provisions. As of March 31, 2010 and December 31, 2009, estimated product warranty liability was $1,047 and $918, respectively, and is recorded within accrued liabilities in the Company’s condensed consolidated balance sheets.

The changes in the carrying amount of the Company’s total product warranty liability for the three months ended March 31, 2010 and 2009 were as follows:

	As of
	March 31,
	2010			2009

Balance, beginning of period	$	918		$	890
Warranty expense	138			320
Warranty claims	(9		)	(13		)
Balance, end of period	$	1,047		$	1,197

Sale-Leaseback Transactions

The Company has entered into sale-leaseback agreements whereby certain owned equipment is sold to a third party financing company in exchange for cash and the applicable subsidiary then leases back the equipment from the purchaser. The primary purpose of these arrangements is to provide additional liquidity to meet working capital requirements. Depending on the terms of the lease agreement, the lease may be classified as an operating or capital lease. In addition, the sale of the assets may result in a gain or loss, which must be amortized to other income or loss in the Company’s statement of operations over the life of the operating lease. As of March 31, 2010, the minimum monthly payments due under these lease agreements totaled $98.

Other

As of March 31, 2010, approximately 27% of the Company’s employees were covered by two collective bargaining agreements with local unions in Cicero, Illinois and Neville Island, Pennsylvania. Collective bargaining agreements with the Company’s Cicero and Neville Island unions were ratified by local unions in the fourth quarter of 2009 and the first quarter of 2010, respectively, and are scheduled to remain in effect through October 2012 and February 2014, respectively.

NOTE 14 — SUBSEQUENT EVENTS

As described above in Note 6 “Debt and Credit Agreements”, pursuant to the Change in Terms Agreement, as of April 5, 2010, the Construction Loan was converted to the Great Western Term Loan, providing for monthly payments of principal plus interest, extending the maturity date to November 5, 2016, reducing the principal amount to $6,500, and changing the per annum interest rate to 8.5%. In connection therewith, (i) approximately $248 of the amount held in the Deposit Account was applied as a principal reduction payment in order to reduce the principal amount of the Great Western Term Loan to $6,500, (ii) the balance of the amount held in the Deposit Account was released to Tower Tech on March 31, 2010, (iii) the Construction Loan Agreement was terminated and replaced with the Business Loan Agreement, (iv) the Mortgage was amended in certain respects pursuant to the Mortgage Amendment, and (v) the Commercial Guaranty, the Business Loan Agreement and the Promissory Note executed in connection with the Construction Loan were each modified in certain respects pursuant to the Letter Agreement. Tower Tech was required to pay a 1.0% origination fee upon the conversion. The Great Western Term Loan contains no financial covenants.

On April 27, 2010, Tower Tech entered into an Amended and Restated Lease for Industrial/Manufacturing Space with City Centre, L.L.C., a Wisconsin limited liability company, with an effective date of May 1, 2010 (the “Lease”). The Lease amends and restates in its entirety the existing lease for Tower Tech’s wind tower manufacturing facility in Manitowoc, Wisconsin. Among other terms, (i) the description of the leased premises was modified to include additional land for staging and laydown of materials, employee parking, and a potential railroad spur line, and (ii) the rental amounts were increased to reflect the expanded premises. The

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expiration date of the current lease term will remain December 31, 2014, and Tower Tech will continue to have five (5) consecutive options to extend the lease term for five (5) years each.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto in Item 1, “Financial Statements,” of this Quarterly Report and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2009. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances including, but not limited to, those identified in “Cautionary Note Regarding Forward-Looking Statements” at the end of Item 2. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.

(Dollars are presented in thousands except share data or unless otherwise stated)

OUR BUSINESS

First Quarter Overview

During the first quarter of 2010, the Company continued to be affected by the ongoing economic slowdown in the wind energy industry. On a consolidated basis, revenues for the three months ended March 31, 2010 decreased by approximately 58% compared to revenues during the comparable period in the prior year. Our reduction in revenues was due to the continuation in the delay and curtailment of tower and gearing production orders under some of our key customer agreements, lower service contracts resulting from the timing of wind farm installation and maintenance projects and a reduction in non-wind related revenues. We believe these factors were largely attributable to underlying market and economic conditions, and created production and volume inefficiencies for the Company. These inefficiencies negatively affected our operating profits and margins. Although we anticipate that our revenues and operating profits will improve during the balance of the year based upon an increase in our quoting activity, timing of our backlog, and wind farm development and installation projects scheduled for the current year, we cannot provide reasonable assurance that improved market conditions will occur or that we will be able to capitalize on these opportunities.

As a result of the reduction in our revenues during the quarter from original projections, we evaluated the recoverability of certain identifiable intangible assets and goodwill balances. Based upon our assessment, we determined that no impairment had occurred as of March 31, 2010. We believe that the revenue weakness we anticipate to occur during the first half of this year is short-term and market driven in nature and that we do not expect this to impact our long-term prospects and cash flows. However, a continued economic slowdown may result in impairment to our goodwill and intangible assets and could result in changes to our expectations with respect to future financial results and cash flows. These changes could indicate an unfavorable change in management’s estimates of the fair value of our reportable segments and could result in a review of our goodwill and intangible assets, which could indicate potential impairment to the carrying value of the Company’s assets.

We improved our liquidity position by completing a common stock offering in January 2010, whereby we raised $54,625 in proceeds, net of underwriting discounts, through the sale of 10,000,000 shares of our common stock. A portion of the proceeds from this offering were used to repay outstanding indebtedness under debt agreements with Bank of America and Investors Community Bank and to settle our interest rate swap agreements. We intend to use the remainder of these proceeds for general operating purposes and specific capital expenditures to help us grow our revenues and to improve the profitability of our business.

During the quarter, we completed the construction of a new wind tower manufacturing facility in Brandon, South Dakota. This new wind tower manufacturing facility will increase our presence in a key demographic region in the U.S. wind energy market and will provide for additional production capacity. We have purchase commitments for manufacturing equipment for this facility and we anticipate that these commitments will be fulfilled and that this location will become operational as business warrants.

In addition, we are in the process of establishing a MW gearbox refurbishment center to service the growing number of up-tower gearboxes with product warranty expirations. The refurbishment center will be part of our operations within our Technical and Engineering Services segment and will be located in Abilene, Texas. We are currently in the process of making capital expenditures and we anticipate commencing operations during the fourth quarter of this year.

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RESULTS OF OPERATIONS

Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009

The summary of selected financial data table below should be referenced in connection with a review of the following discussion of our results of operations for the three months ended March 31, 2010 compared to the three months ended March 31, 2009.

	Three Months Ended March 31,										2010 vs. 2009
	2010			% of Total Revenue		2009			% of Total Revenue		$ Change			% Change

Revenues	$	22,170		100.0	%	$	53,062		100.0	%	$	(30,892	)	-58.2	%
Cost of sales	26,654			120.2	%	48,377			91.2	%	(21,723		)	-44.9	%
Gross (loss) profit	(4,484		)	-20.2	%	4,685			8.8	%	(9,169		)	-195.7	%

Operating expenses
Selling, general and administrative expenses	8,214			37.1	%	8,916			16.8	%	(702		)	-7.9	%
Intangible amortization	1,075			4.8	%	2,906			5.5	%	(1,831		)	-63.0	%
Total operating expenses	9,289			41.9	%	11,822			22.3	%	(2,533		)	-21.4	%

Operating loss	(13,773		)	-62.1	%	(7,137		)	-13.5	%	(6,636		)	93.0	%

Other income (expense)
Interest expense, net	(362		)	-1.6	%	(542		)	-1.0	%	180			-33.2	%
Other, net	132			0.6	%	93			0.2	%	39			41.9	%
Other expense, net	(230		)	-1.0	%	(449		)	-0.8	%	219			-48.8	%

Net loss before provision (benefit) for income taxes	(14,003		)	-63.1	%	(7,586		)	-14.3	%	(6,417		)	84.6	%
Provision (benefit) for income taxes	121			0.6	%	(436		)	-0.8	%	557			127.8	%
Net loss	$	(14,124	)	-63.7	%	$	(7,150	)	-13.5	%	$	(6,974	)	97.5	%

Consolidated

Revenues decreased $30,892 or 58%, from $53,062 during the three months ended March 31, 2009, to $22,170 during the three months ended March 31, 2010. The decrease in revenues was primarily attributable to the continued economic slowdown in the wind energy industry, which resulted in fewer wind towers and gearing sets shipped, increased competition and competitive pricing pressure in our logistics and technical and engineering services business, and a general decline in non-wind related revenues associated with the broader economic market conditions.

Gross profit decreased $9,169, from $4,685 during the three months ended March 31, 2009, to a gross loss of $4,484 during the three months March 31, 2010. The decrease in gross profit was primarily attributable to the overall reduction in revenues, which created production and volume inefficiencies. The reduction in wind tower and gearing orders led to the under absorption of overhead costs and the reduction in service and transportation contracts negatively affected our overhead cost structures. As a result, our gross margin declined from 8.8% during the three months ended March 31, 2009, to (20.2%) during the three months ended March 31, 2010.

Selling, general and administrative expenses decreased from $8,916 during the three months ended March 31, 2009, to $8,214 during the three months ended March 31, 2010. The decrease was primarily attributable to cost reduction initiatives implemented in the beginning of 2009 to mitigate the effects of an overall decline in production volumes, lower professional and audit related fees associated with the completion of certain compliance and regulatory reporting initiatives, and the absence of one-time start up costs incurred in the prior year related to the commencement of operations at our Abilene, Texas wind tower manufacturing facility.

Intangible amortization expense decreased from $2,906 during the three months ended March 31, 2009, to $1,075 during the three months ended March 31, 2010. The decrease in amortization expense was due to a $57,942 impairment charge taken with respect to customer relationships and trade name intangibles during the fourth quarter of 2009. The result of the impairment charge

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reduced amortization expense by approximately 63% during the current quarter and will continue to provide a favorable benefit to amortization expense on a prospective basis.

Total other expense, net, decreased from $449 during the three months ended March 31, 2009, to $230 during the three months ended March 31, 2010. The decrease was primarily attributable to a reduction in interest expense resulting from the repayment of outstanding debt under our Bank of America and Investor Community Bank debt agreements in January 2010.

During the three months ended March 31, 2009, we reported a benefit for income taxes of $436, compared to a provision for income taxes of $121 during the three months ended March 31, 2010. The increase in income taxes was primarily attributable to a favorable reduction in income taxes during the first quarter of 2009. During the first quarter of 2009, the Company recorded a tax benefit associated with a reduction in state income tax and deferred state income tax liabilities related to a favorable change in the State of Wisconsin’s method of calculating state income tax on a prospective basis.

Net loss increased from $7,150 during the three months ended March 31, 2009, to $14,124 during the three months ended March 31, 2010, primarily as a result of the factors described above.

Towers Segment

The following table summarizes the Towers segment operating results for the three months ended March 31, 2010 and 2009:

	Three Months Ended
	March 31,
	2010			2009

Revenues	$	12,046		$	20,104
Operating loss	(1,277		)	(68		)
Operating margin	-10.6		%	-0.3		%

Towers segment revenues decreased $8,058, from $20,104 during the three months ended March 31, 2009, to $12,046 during the three months ended March 31, 2010. The decrease in revenues was attributable to an approximate 27% decline in the average selling price of wind towers manufactured and also due to a 15% decline in production volume of wind towers manufactured. The decline in the average selling price was primarily attributable to lower steel prices, which are included in the selling price of wind towers manufactured under the majority of our customer agreements. Additionally, specialty weldment revenues decreased by $1,805 compared to the prior year due to the continued economic weakness in heavy equipment manufacturing.

Towers segment operating loss increased $1,209, from $68 during the three months ended March 31, 2009, to $1,277 during the three month ended March 31, 2010. The increased operating loss was attributable to lower production volumes of wind towers and specialty weldment revenues. Partly offsetting these factors, operating results benefited from the absence of start-up costs incurred at our wind tower manufacturing facility in Abilene, Texas in the prior year. As a result of the factors described above, operating margin decreased from (0.3%) during the three months ended March 31, 2009, to (10.6%) during the three months ended March 31, 2010.

Gearing Segment

The following table summarizes the Gearing segment operating results for the three months ended March 31, 2010 and 2009:

	Three Months Ended
	March 31,
	2010			2009

Revenues	$	7,717		$	23,030
Operating loss	(5,128		)	(3,867		)
Operating margin	-66.5		%	-16.8		%

Gearing segment revenues decreased $15,313, from $23,030 during the three months ended March 31, 2009, to $7,717 during the three months ended March 31, 2010. The decrease in revenues was attributable to an approximate reduction of 60% and 72% in our wind gearing and industrial sales, respectively. Lower wind gearing revenues reflected reduced demand from our key wind gearing customers. The decrease in industrial revenues represented an overall decline in production orders from several of our key industrial customers as compared to the prior year.

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Gearing segment operating loss increased $1,261, from $3,867 during the three months ended March 31, 2009, to $5,128 during the three months ended March 31, 2010. The increased operating loss was due to reduced production volumes, partially offset by improvements in product scrap, physical inventory adjustments and lower professional fees. As a result of the factors described above, operating margin decreased from (16.8%) during the three months ended March 31, 2009, to (66.5%) during the three months ended March 31, 2010.

Technical and Engineering Services Segment

The following table summarizes the Technical and Engineering Services segment operating results for the three months ended March 31, 2010 and 2009:

	Three Months Ended
	March 31,
	2010			2009

Revenues	$	2,022		$	7,410
Operating (loss) income	(2,450		)	$	24
Operating margin	-121.2		%	0.3		%

Technical and Engineering Services segment revenues decreased $5,388, from $7,410 during the three months ended March 31, 2009, to $2,022 during the three months ended March 31, 2010. The decrease in revenues was primarily attributable to a 64% and 83% decline in technical and engineering service revenues, respectively. The decrease in technical service revenues related to a decline in the number of maintenance and service technicians deployed during the current year as several of our key customers have chosen to in-house a greater share of their maintenance activities due to fewer wind farm start-ups. The decrease in engineering service revenues was primarily due to lower blade refurbishment activity compared to the prior year.

Technical and Engineering Services segment reported operating income of $24 during the three months ended March 31, 2009, compared to an operating loss of $2,450 during the three months ended March 31, 2010. The operating loss incurred in the quarter was primarily attributable to a reduction in service activity and the impact of competitive pricing pressure, which was partially offset by reduced operating expenses. As a result of the factors described above, operating margin decreased from 0.3% during the three months ended March 31, 2009, to (121.2%) during the three months ended March 31, 2010.

Logistics Segment

The following table summarizes the Logistics segment operating results for the three months ended March 31, 2010 and 2009:

	Three Months Ended
	March 31,
	2010			2009

Revenues	$	460		$	2,819
Operating loss	(1,708		)	$	(950	)
Operating margin	-371.3		%	-33.7		%

Logistics segment revenues decreased $2,359, from $2,819 during the three months ended March 31, 2009, to $460 during the three months ended March 31, 2010. The decrease in revenues was primarily attributable to a reduction in transport contracts entered into during the current quarter, higher revenues in the prior year related to the completion of a large wind farm transportation contract, and a reduction in contract pricing due to competitive pricing pressure. During the current quarter, revenues were approximately 76% lower due to a reduction in transportation routes completed. In addition, competitive pricing pressure reduced the average revenue per route load in the current quarter by approximately 8%.

Logistics segment operating loss increased $758, from $950 during the three months ended March 31, 2009, to $1,708 during the three months ended March 31, 2010. The increase in operating loss was attributable to transportation volume inefficiencies resulting from a decline in contracts awarded during the current quarter and also due to a reduction in operating margins related to competitive pricing pressure. Partly offsetting these factors were lower operating expenses due to expense curtailments and employee

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furloughs due to low transportation volumes. As a result of the factors described above, operating margin decreased from (33.7%) during the three months ended March 31, 2009, to (371.3%) during the three months ended March 31, 2010.

Corporate and Other

Corporate and Other expense increased $934, from $2,276 during the three months ended March 31, 2009, to $3,210 during the three months ended March 31, 2010. The increase in expense was attributable to an increase in salaries and benefits expense related to an increase in employee headcount, severance expense, and a discretionary special recognition bonus award to certain employees in connection with our common stock offering in January 2010. The increase in salaries and benefits expenses was partially offset by a reduction in professional and audit related fees due to the completion of certain compliance and public reporting requirements and due to in-sourcing certain activities.

SELECTED FINANCIAL DATA

The following non-GAAP financial measure presented below relates to earnings before interest, taxes, depreciation, amortization and share-based payments (“Adjusted EBITDA”) and is presented for illustrative purposes as an accompaniment to our unaudited financial results of operations for the three months ended March 31, 2010 and 2009. Adjusted EBITDA should not be considered an alternative to, nor is there any implication that it is more meaningful than, any measure of performance or liquidity promulgated under GAAP. We believe that Adjusted EBITDA is particularly meaningful due principally to the role acquisitions have played in the development of the Company. Historically, our growth through acquisitions has resulted in significant non-cash depreciation and amortization expense, which was primarily attributable to a significant portion of the purchase price of our acquired businesses being allocated to depreciable fixed assets and definite-lived intangible assets. The following Adjusted EBITDA calculation is derived from our unaudited condensed consolidated financial results for the three months ended March 31, 2010 and 2009, as follows:

	Three Months Ended
	March 31
	2010			2009
	(unaudited)
Net loss	$	(14,124	)	$	(7,150	)
Provision (benefit) for income taxes	121			(436		)
Interest expense, net	362			542
Depreciation and amortization	4,834			6,607
Share-based compensation	593			818
Adjusted EBITDA	$	(8,214	)	$	381

SUMMARY OF CRITICAL ACCOUNTING POLICIES

The methods, estimates and judgments that we use in applying our critical accounting policies have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.

We have identified the accounting policies and estimates listed below as those that we believe require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties. This section should also be read in conjunction with Note 1, “Description of Business and Summary of Significant Accounting Policies,” of the notes to our consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2009, which includes a discussion of these and other significant accounting policies.

Revenue Recognition

We recognize revenue when the earnings process is complete and when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable, collectability is reasonably assured, and delivery has occurred per the terms of the contract. Customer deposits and other receipts are deferred and recognized when the revenue is realized and earned.

In some instances, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition. Assuming the required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance.

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Warranty Liability

We provide warranty terms that range from two to seven years for various products relating to workmanship and materials supplied by us. From time to time, customers may submit warranty claims to us. In certain contracts, we have recourse provisions for items that would enable recovery from third parties for amounts paid to customers under warranty provisions. As of March 31, 2010 and December 31, 2009, our estimated product warranty liability was $1,047 and $918, respectively, and is recorded within accrued liabilities in our consolidated balance sheets.

Inventories

Inventories are stated at the lower of cost or market. We have recorded a reserve for excess of cost over market value in our inventory allowance. Market value of inventory, and management’s judgment of the need for reserves, encompasses consideration of other business factors including physical condition, inventory holding period, contract terms, and usefulness. Inventories are valued based on an average cost method that approximates the first-in, first-out (FIFO) basis.

Inventories consist of raw materials, work-in-process, and finished goods. Raw materials consist of components and parts for general production use. Work-in-process consists of labor and overhead, processing costs, purchased subcomponents, and materials purchased for specific customer orders. Finished goods consist of components purchased from third parties as well as components manufactured by us that will be used to produce final customer products.

Goodwill and Intangible Assets

Goodwill represents the excess of cost over fair market value of identifiable net assets acquired through business purchases. We perform our annual goodwill impairment test during the fourth quarter of each year, or more frequently when events or circumstances indicate that the carrying value of our assets may not be recovered. We test intangible assets for impairment when events or circumstances indicate that the carrying value of our assets may not be recovered. In evaluating the recoverability of the carrying value of goodwill and other intangible assets, we must make assumptions regarding the fair value of our reporting units. Our method of determining the fair value is based upon our estimate of the projected future discounted cash flows of our reporting units.

If our fair value estimates or related assumptions change in the future, we may be required to record additional impairment charges related to goodwill and intangible assets.

Long-Lived Assets

We review property and equipment and other long-lived assets for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. If such events or changes in circumstances occur, we will recognize an impairment loss if the undiscounted future cash flows expected to be generated by the asset are less than the carrying value of the related asset. The impairment loss would adjust the asset to its fair value.

In evaluating the recoverability of long-lived assets, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of such assets. If our fair value estimates or related assumptions change in the future, we may be required to record impairment charges related to property and equipment and long-lived assets.

Income Taxes

We account for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted.

In connection with the preparation of our consolidated financial statements, we are required to estimate our income tax liability for each of the tax jurisdictions in which we operate. This process involves estimating our actual current income tax expense and assessing temporary differences resulting from differing treatment of certain income or expense items for income tax reporting and financial reporting purposes. We also recognize the expected future income tax benefits of net operating loss carryforwards as deferred income tax assets. In evaluating the realizability of deferred income tax assets associated with net operating loss carryforwards, we consider, among other things, expected future taxable income, the expected timing of the reversals of existing temporary reporting differences, and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Changes in, among other things, income tax legislation, statutory income tax rates, or future taxable

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income levels could materially impact our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods.

We also account for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. We follow the applicable pronouncement guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition related to the uncertainty in these income tax positions.

Recent Accounting Pronouncements

The following is a listing of recent accounting standards issued by the FASB and their effect on the Company.

In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855). ASU 2010-09 removes the requirements for SEC registrants to disclose a date, in both issued and revised financial statements, through which subsequent events have been reviewed. The adoption of this standard did not have a material effect on the financial position, results of operations or cash flows of the Company.

LIQUIDITY, FINANCIAL POSITION AND CAPITAL RESOURCES

As of March 31, 2010, our cash on hand totaled $26,343. We improved upon our liquidity needs by completing an equity offering in January, whereby we sold 10,000,000 newly issued shares of our common stock for proceeds of approximately $54,625, net of underwriting discounts. Additionally, the completion of our equity offering enabled us to use a portion of these proceeds to reduce our outstanding indebtedness. In January 2010, we repaid outstanding indebtedness due to Bank of America and Investors Community Bank in the amounts of $16,076 and $3,066, respectively. The repayment of this indebtedness reduced our future debt service requirements, eliminated subsidiary-specific financial covenant requirements and asset liens. We intend to use the remainder of these proceeds for general operating purposes and specific capital expenditures to help us grow our business. We intend to pursue the establishment of a senior credit facility, which will enable us to better manage our working capital and other short-term cash requirements. We believe that these actions will enable us to better manage our operating and liquidity needs and will facilitate investing in capital expenditures that will successfully grow our business, along with establishing adequate liquidity to support our working capital needs.

We anticipate that we will be able to satisfy the cash requirements associated with, among other things, our working capital needs, capital expenditures, debt and lease commitments through at least the next 12 months primarily with our current cash on hand, cash generated by operations or other financing arrangements. Our ability to make scheduled payments on our debt and other financial obligations will depend on our future financial and operating performance. However, if sales and subsequent collections from several of our large customers, as well as revenues generated from new customer orders, are not materially consistent with management’s expectations, we may encounter cash flow and liquidity issues. Additional funding may not be available when needed or on terms acceptable to the Company. Furthermore, if we are unable to obtain additional capital, we will likely be required to delay, reduce the scope of or eliminate our plans for expansion and growth, and this could affect our overall operations. Any additional equity financing, if available, may be dilutive to stockholders, and additional debt financing, if available, will likely require financial covenants or other restrictions on the Company.

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While we believe that we will continue to have sufficient cash flows to operate our businesses, there can be no assurances that our operations will generate sufficient cash or that credit facilities will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.

Sources and Uses of Cash

Operating Cash Flows

During the three months ended March 31, 2010 and 2009, net cash used in operating activities totaled $10,949 and $301, respectively. The increase in net cash used in operating activities was primarily attributable to increased operating losses, an increase in our inventories and due to a smaller reduction in outstanding receivables. Changes in our inventories during the three months ended March 31, 2010 increased $5,722 compared to the prior year, which primarily reflected a restocking of our wind tower inventory levels.

Investing Cash Flows

During the three months ended March 31, 2010 and 2009, net cash flows used in investing activities totaled $579 and $6,719, respectively. The decrease in net cash used in investing activities as compared to the prior period was primarily attributable to a reduction in capital expenditures during the current year due to the wind-down of projects initiated in prior years. During the three months ended March 31, 2009, the Company made capital expenditures totaling $6,743, which primarily related to the construction of a new wind tower facility in Abilene, Texas. During the three months ended March 31, 2010, the Company made capital expenditures totaling $2,596 related to equipment purchases for our newly constructed wind tower manufacturing facility in Brandon, South Dakota and gearing equipment purchases. Cash flows from investing activities increased $2,010 during the three months ended March 31, 2010, due to the release of a security interest as part of the conversion of the Construction Loan into the Great Western Term Loan.

Financing Cash Flows

During the three months ended March 31, 2010, net cash flows provided by financing activities totaled $33,042, compared to net cash used in financing activities for the three months ended March 31, 2009, which totaled $1,900. The increase in net cash provided by financing activities as compared to the prior period was attributable to the equity offering completed by the Company in January 2010, partially offset by higher payments on lines of credit and notes payable. On January 21, 2010, the Company completed a public offering of its common stock at an offering price of $5.75 per share. In the offering, the Company sold 10,000,000 newly issued shares of its common stock for approximately $54,625, net of underwriting discounts. Upon completion of the equity offering, we repaid in January 2010 outstanding indebtedness due to Bank of America and Investors Community Bank in the amounts of $16,076 and $3,066, respectively.

Contractual Obligations

The following table sets forth, as of March 31, 2010, minimum future cash payments due under contractual obligations, including, among others, our debt and credit agreements, non-cancelable operating and capital lease agreements and purchase commitments. We are presenting this table to reflect the repayment of outstanding indebtedness in the aggregate amount of $19,142 to Bank of America and Investors Community Bank in January 2010 and as a result of the conversion of the Construction Loan into the Great Western Term Loan in April 2010.

	2010 (Remaining nine months)		2011		2012		2013		2014		2015 & Thereafter		Total

Debt and credit agreements (1)	$	1,944	$	2,584	$	5,123	$	2,297	$	1,173	$	1,835	$	14,956
Estimated interest payments (2)	834		962		650		370		250		214		3,280
Operating lease obligations	4,331		5,651		5,022		3,272		2,712		6,797		27,785
Capital lease obligations (3)	1,121		1,385		1,355		994		—		—		4,855
Purchase commitments	7,533		—		—		—		—		—		7,533
Total contractual cash obligations	$	15,763	$	10,582	$	12,150	$	6,933	$	4,135	$	8,846	$	58,409

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(1) Debt and credit agreements represent the minimum future principal payments due under our outstanding contractual obligations. Assumptions used to derive these amounts were the total required minimum principal payments due and the maturity dates of our debt and credit agreements.

(2) Interest payments represent an amount calculated for expected interest payments due under our outstanding debt and credit agreements. Assumptions used to derive these amounts were based upon current interest rates as of March 31, 2010, required minimum principal payments due, and the maturity dates of our debt and credit agreements.

(3) Capital lease obligations include both the future principal and interest payments related to these agreements.

Debt and Credit Agreements. Debt and credit agreements include outstanding borrowings under our lines of credit, term notes related to vehicle and equipment purchases, and notes payable related to an escrow agreement settlement and a purchase agreement for manufacturing equipment. See Note 6, “Debt and Credit Agreements,” in the notes to our condensed consolidated financial statements for further discussion of our outstanding indebtedness and credit agreements.

Operating Lease Obligations. We lease the majority of our facilities and certain equipment under operating leases expiring at various dates through 2023. Lease terms generally range from two to 15 years, with renewal options for extended terms. The amounts in the table above represent future minimum lease payments for non-cancelable operating leases.

Capital Lease Obligations. We have capital lease obligations related to certain manufacturing equipment and vehicles expiring at various dates through 2013. As of March 31, 2010, the balance of our outstanding capital lease obligations was approximately $4,855, which includes accrued interest of approximately $702.

Purchase Commitments. Purchase commitments represent outstanding purchase orders related to equipment purchases for the Company’s recently constructed wind tower manufacturing facility in Brandon, South Dakota, outstanding purchase orders relating to equipment purchases for the establishment of a MW gearbox refurbishment center in Abilene, Texas and outstanding purchase orders related to gearing equipment purchases.

Off-Balance Sheet Arrangements

During 2009, Tower Tech and Badger each entered into sale-leaseback agreements whereby they sold certain equipment to third party financing companies in exchange for aggregate proceeds of $3,505 and agreed to lease the equipment back for a stated period of time. The primary purpose of these arrangements was to provide additional liquidity for meeting working capital requirements. The lease terms under these agreements range from three to four years and require aggregate monthly lease payments of $98. In addition, the sale of the assets resulted in an aggregate gain on disposition of $78, which is being amortized over the lives of the operating leases to other income in our condensed consolidated statements of operations.

Cautionary Note Regarding Forward-Looking Statements

The preceding discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2009. Portions of this Quarterly Report on Form 10-Q, including the discussion and analysis in this Item 2, contain “forward-looking statements”—that is, statements related to future, not past, events—within the meaning of Section 27A of the Securities Act of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that reflect our current expectations regarding our future growth, results of operations, cash flows, performance and business prospects, and opportunities, as well as assumptions made by, and information currently available to, our management. Forward-looking statements include any statement that does not directly relate to a current or historical fact. We have tried to identify forward-looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward-looking statements. These statements are based on information currently available to us and are subject to various risks, uncertainties, and other factors, including, but not limited to, those discussed in Item 1A “Risk Factors” in Part I in our Annual Report on Form 10-K for the year ended December 31, 2009, that could cause our actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. Our forward-looking statements may include or relate to the following: (i) our plans to continue to grow our business through organic growth and integration of previous and future acquisitions; (ii) our beliefs with respect to the sufficiency of our liquidity and our plans to evaluate alternate sources of funding if necessary; (iii) our expectations relating to the extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards; (iv) our expectations relating to construction of new facilities, expansion of existing facilities and sufficiency of our existing capacity to meet the demands of our customers and support expectations regarding

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our growth; (v) our plans with respect to the use of proceeds from financing activities; (vi) our beliefs and expectations relating to the economic downturn and the potential impact it may have on our business, including our customers; (vii) the anticipated benefits of our remediation efforts on the strength of our internal control processes and our plans with respect to future remediation efforts; and (viii) our beliefs regarding the state of the wind energy market generally. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties, or potentially inaccurate assumptions that could cause our current expectations or beliefs to change. Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances or for any other reason.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in our exposure to market risk during the first three months of 2010. For a discussion of our exposure to market risk, refer to “Quantitative and Qualitative Disclosures About Market Risk,” contained in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended December 31, 2009.

Item 4. Controls and Procedures

Material Weakness

In conjunction with the filing of Amendment No. 2 on Form 10-Q/A for the quarter ended September 30, 2008, we identified a material weakness associated with the controls over non-routine revenue transactions and the related accounting treatment of those transactions to ensure compliance with GAAP. In response, management continued to enhance the control structure to address these material weaknesses; however, at our Brad Foote subsidiary, the controls implemented were not sufficient to fully remediate this material weakness as it related to our fourth quarter 2009 interim monthly financial statements. Based on this assessment, management determined that, as of December 31, 2009, we did not maintain effective internal control over financial reporting due to the previously reported material weakness related to non-routine revenue transactions discussed above, which remained outstanding at December 31, 2009.

Remediation Activities and Changes in Internal Control Over Financial Reporting

Management has continued its remediation efforts to reduce the risk presented by the existing material weakness. Since year-end, we have made key personnel changes, enhanced our internal controls and implemented additional internal control procedures to detect, monitor and review transactions that are deemed by the Company to be non-routine revenue transactions. The impact of remediation efforts initiated by management will not be fully known until our assessment of internal control over financial reporting is completed as of December 31, 2010.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered in this report. In light of the material weakness associated with the controls over non-routine revenue transactions , which has not been completely remediated as of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and did not ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We anticipate the actions to be taken to remediate this material weakness and the resulting improvement in controls will generally strengthen our disclosure controls and procedures, as well as our internal control over financial reporting, and will, over time, address the material weakness that we identified in our internal control over financial reporting as of December 31, 2009. However, because many of the remediation actions we have undertaken are recent and because some of our remediation actions will be designed to improve our internal control over annual measures, management will not be able to conclude that the material weakness has been eliminated until such time as it is able to complete its assessment of the effectiveness of internal control over financial reporting. While management is exercising its best efforts to remediate the material weakness identified and described above, we cannot provide any assurance as to when such material weakness will be remediated.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, Broadwind and its subsidiaries are involved in litigation relating to claims arising out of our operations in the normal course of business. As of March 31, 2010, we are not aware of material pending legal proceedings or threatened litigation that would have a material adverse effect on our financial condition or results of operations, although no assurance can be given with respect to the ultimate outcome of pending actions.

Item 1A: Risk Factors

There were no material changes to our risk factors as previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. [Removed and Reserved]

Item 5. Other Information

None

Item 6. Exhibits

The exhibits listed on the Exhibit Index following the signature page are filed as part of this Quarterly Report.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BROADWIND ENERGY, INC.


May 7, 2010	By:	/s/ J. Cameron Drecoll
		J. Cameron Drecoll
		Chief Executive Officer


May 7, 2010	By:	/s/ Stephanie K. Kushner
		Stephanie K. Kushner
		Chief Financial Officer

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EXHIBIT INDEX

BROADWIND ENERGY, INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2010

Exhibit Number		Exhibit
10.1		Letter Agreement, dated April 5, 2010, by and among Broadwind Energy, Inc., Tower Tech Systems Inc. and Great Western Bank*
10.2		Amendment to Mortgage, dated April 5, 2010, by and between Tower Tech Systems Inc. and Great Western Bank*
10.3		Business Loan Agreement, dated April 5, 2010, by and between Tower Tech Systems Inc. and Great Western Bank*
10.4		Change in Terms Agreement, dated April 5, 2010, by and between Tower Tech Systems Inc. and Great Western Bank*
10.5		Amended and Restated Lease for Industrial/Manufacturing Space, dated as of May 1, 2010, by and between Tower Tech Systems Inc. and City Centre, L.L.C.*
10.6		Form of Indemnification Agreement*
31.1		Rule 13a-14(a) Certification of Chief Executive Officer*
31.2		Rule 13a-14(a) Certification of Chief Financial Officer*
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer*
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer*

* Filed herewith.

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 5 th 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 5 th 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.

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

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.

Exhibit 10.2

This instrument was drafted by:
Fredrikson & Byron, P. A. (SRO)
200 South Sixth Street
Suite 4000
Minneapolis, Minnesota 55402

AMENDMENT TO MORTGAGE

THIS AMENDMENT is made as of the 5 th day of April, 2010, by and between Great Western Bank (“Lender”) and Tower Tech Systems Inc., a Wisconsin corporation (“Grantor”).

WHEREAS, Lender is the owner and holder of a Mortgage - Collateral Real Estate Mortgage - 180 Day Redemption (“Mortgage”) executed by Grantor dated April 28, 2009, filed at 12:35 p.m. on May 1, 2009, in the office of the Register of Deeds of Minnehaha County, South Dakota, and recorded in Book 1624 of Mortgages on Page 349, upon certain real property in said county and state described therein (the “Mortgaged Property”), and a certain promissory note (“Note”) secured thereby and referred to therein;

WHEREAS, the parties wish to amend the Mortgage by revising the definition of Note on page 14 of the Mortgage; and

WHEREAS, construction of the improvements financed with the proceeds of the loan evidenced by the Note is now complete and the parties, concurrently herewith, are entering into a Business Loan Agreement to replace the Construction Loan Agreement referenced in the Mortgage;

NOW, THEREFORE, for valuable consideration, the parties agree as follows:

1. REVISION OF DEFINITION OF NOTE. The definition of Note on page 14 of the Mortgage is hereby revised to read as follows:

Note. The word “Note” means the Promissory Note 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, from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note.

2. CHANGE IN LOAN AGREEMENT REFERENCES. All references in the Mortgage to the “Construction Loan Agreement” are changed to the “Business Loan Agreement.”

3. SURVIVAL OF OTHER TERMS. All terms and conditions of the Mortgage, except as herein modified, shall remain in full force and effect.

IN TESTIMONY WHEREOF, the parties have caused this instrument to be executed as of the date first above written.

LENDER:		GRANTOR:

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

STATE OF SOUTH DAKOTA	)
	) ss.
COUNTY OF Minnehaha	)

The foregoing instrument was acknowledged before me this 30 th day of March 2010, by Gerald E. Kruger, Senior Vice President of Great Western Bank, a South Dakota chartered bank, on behalf of the bank.

[SEAL]	/s/ Angela K. May
	Notary Public
	Exp: 5/24/2010

STATE OF Wisconsin	)
	) ss.
COUNTY OF Manitowoc	)

The foregoing instrument was acknowledged before me this 26 day of March, 2010, by Michael L. Salutz, Group Controller and Treasurer of Tower Tech Systems Inc., a Wisconsin corporation, on behalf of the corporation.

	/s/ Michelle Linsmeier
	Notary Public
	Expires 4/7/13

Exhibit 10.3

BUSINESS LOAN AGREEMENT

Principal $6,500,000.00	Loan Date 04-05-2010	Maturity 11-05-2016	Loan No 15525078252	Call / Coll 1A2 / 101	Account	Officer Krugeg	Initials
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

Borrower:	TOWER TECH SYSTEMS INC	Lender:	GREAT WESTERN BANK
	101 S 16TH ST PO BOX 1957		Sioux Falls
	MANITOWOC, WI 54221-1957		200 E 10th Street
			Sioux Falls, SD 57104

THIS BUSINESS LOAN AGREEMENT dated April 5, 2010, is made and executed between TOWER TECH SYSTEMS INC (“Borrower”) and GREAT WESTERN BANK (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of April 5,2010, and shall continue in full force and effect until such time as all of Borrower’s Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.

ADVANCE AUTHORITY. The following person or persons are authorized to request advances and authorize payments under the loan until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of such authority: MARK HENRICKSON, Chief Financial Officer of TOWER TECH SYSTEMS INC.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.

Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender’s Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender’s counsel.

Borrower’s Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.

Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document

Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.

No Event of Default . There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:

Organization. Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Wisconsin. Borrower is duly authorized to transact business in the State of South Dakota and all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains its principal office at 101 S 16TH ST PO BOX 1957, MANITOWOC, WI 54221-1957. Unless Borrower has designated otherwise in writing, this is the principal office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower’s state of organization or any change in Borrower’s name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower’s business activities.

Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

Authorization. Borrower’s, execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower’s articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s properties.

Financial Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s financial condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.

Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender and as

BUSINESS LOAN AGREEMENT
(Continued)

accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years.

Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that (1) During the period of Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower’s expense and for Lender’s purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower’s due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.

Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (Including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

Taxes. To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s Security Interests and rights in and to such Collateral.

Binding Effect. This Agreement, the Note, a;l Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:

Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.

Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower’s books and records at all reasonable times.

Financial Statements. Furnish Lender with the following:

Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Borrower’s balance sheet and income statement for the year ended, compiled by a certified public accountant satisfactory to Lender.

Interim Statements. As soon as available, but in no event later than 45 days after the end of each fiscal quarter, Borrower’s balance sheet and profit and loss statement for the period ended, prepared by Borrower.

Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender.

All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct

Additional Information. Furnish such additional information and statements, as Lender may request from time to time.

Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower’s properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender’s loss payable or other endorsements as Lender may require.

Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.

Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantor named below, on Lender’s forms, and in the amount and under the conditions set forth in those guaranties.

Name of Guarantor	Amount
BROADWIND ENERGY, INC	$	6,500,000.00

BUSINESS LOAN AGREEMENT
(Continued)

Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements.

Loan Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless specifically consented to the contrary by Lender in writing.

Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without Limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and an lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower’s books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.

Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement

Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner.

Environmental Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower.

Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender’s sole opinion, Lender’s interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest

Inspection. Permit employees or agents of Lender at any reasonable time to Inspect any and all Collateral for the Loan or Loans and Borrower’s other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower’s expense.

Compliance Certificates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower’s chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement

Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources.

Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity..

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender.

Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower’s accounts, except to Lender.

Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a “Subchapter S Corporation’’ (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower’s stock, or purchase or retire any of Borrower’s outstanding shares or alter or amend Borrower’s capital structure.

BUSINESS LOAN AGREEMENT
(Continued)

Loans, Acquisitions and Guaranties. (1) Loan, invest “in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.

Agreements. Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower’s obligations under this Agreement or in connection herewith.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:

Payment Default. Borrower fails to make any payment when due under the Loan.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.

Right to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Attorneys’ Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court

Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement

Consent to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more participation

BUSINESS LOAN AGREEMENT
(Continued)

interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of South Dakota without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of South Dakota.

Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Minnehaha County, State of South Dakota.

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower’s current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.

Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.

Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates.

Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the prior written consent of Lender.

Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower’s indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.

Time is of the Essence. Time is of the essence in the performance of this Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement.

Advance. The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement.

Agreement. The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.

Borrower. The word “Borrower” means TOWER TECH SYSTEMS INC and includes all co-signers and co-makers signing the Note and all their successors and assigns.

Collateral. The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.

Environmental Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

BUSINESS LOAN AGREEMENT
(Continued)

Event of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default section of this Agreement.

GAAP. The word “GAAP” means generally accepted accounting principles.

Grantor. The word “Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest.

Guarantor. The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Loan.

Guaranty. The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note.

Hazardous Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.

Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.

Lender. The word “Lender” means GREAT WESTERN BANK, its successors and assigns.

Loan. The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.

Note. The word “Note” means the Note executed by TOWER TECH SYSTEMS INC in the principal amount of $6,500,000.00 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

Permitted Liens. The words “Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled “Indebtedness and Liens”; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.

Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan.

Security Agreement. The words “Security Agreement” mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.

Security Interest. The words “Security Interest” mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED APRIL 5, 2010.

BORROWER:

TOWER TECH SYSTEMS INC

By:	/s/ Michael L Salutz
	MICHAEL L SALUTZ, GROUP CONTROLLER & TREAS of TOWER TECH SYSTEMS INC

LENDER:

GREAT WESTERN BANK

By:	/s/ Gerald Kruger
	Authorized Signer

Exhibit 10.4

CHANGE IN TERMS AGREEMENT

Principal $6,500,000.00	Loan Date 04-05-2010	Maturity 11-05-2016	Loan No 15525078252	Call / Coll 1A2 / 101	Account	Officer Krugeg	Initials
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

Borrower:	TOWER TECH SYSTEMS INC	Lender:	GREAT WESTERN BANK
	101 S 16TH ST PO BOX 1957		Sioux Falls
	MANITOWOC, WI 54221-1957		200 E 10th Street
			Sioux Falls, SD 57104

Principal Amount: $6,500,000.00

Date of Agreement: April 5, 2010

DESCRIPTION OF EXISTING INDEBTEDNESS. LOAN #15525078252 FROM TOWER TECH SYSTEMS INC (“BORROWER”) TO GREAT WESTERN BANK (“LENDER”) DATED APRIL 28, 2009.

DESCRIPTION OF COLLATERAL. COLLATERAL REAL ESTATE MORTGAGE FROM BORROWER TO LENDER DATED APRIL 28, 2009; COMMERCIAL SECURITY AGREEMENT BETWEEN BORROWER AND LENDER DATED APRIL 28, 2009; AND COMMERCIAL GUARANTY FROM BROADWIND ENERGY, INC. (“GUARANTOR”) TO LENDER DATED APRIL 27, 2009 (EACH AS MODIFIED BY LETTER AGREEMENT DATED APRIL 28, 2009 BY AND AMONG LENDER, BORROWER AND GUARANTOR); AND SUBORDINATION AGREEMENT BY AND BETWEEN LENDER AND GUARANTOR DATED APRIL 27, 2009.

DESCRIPTION OF CHANGE IN TERMS. TO CONVERT THE EXISTING CONSTRUCTION LOAN TO A TERM LOAN CALLING FOR MONTHLY PAYMENTS OF PRINCIPAL PLUS INTEREST, EXTENDING THE MATURITY DATE OF NOVEMBER 5, 2016, REDUCING THE PRINCIPAL AMOUNT TO $6,500,000.00, AND CHANGING THE PER ANNUM INTEREST RATE FROM 7.50% FIXED TO 8.50% FIXED. A PORTION OF THE $2,000,000.00 DEPOSIT BEING HELD BY LENDER IN SAVINGS ACCOUNT NUMBER 1347401 (THE “DEPOSIT”), IN THE AMOUNT SET FORTH BELOW, IS HEREBY APPLIED TO PAYMENT OF THE UNPAID PRINCIPAL BALANCE OF THE CONSTRUCTION LOAN IN EXCESS OF $6,500,000.00; THE REMAINDER OF THE DEPOSIT IS NO LONGER NEEDED FOR SECURITY AND IS BEING REFUNDED TO BORROWER, AND THE ASSIGNMENT OF DEPOSIT ACCOUNT FROM BORROWER TO LENDER DATED APRIL 28, 2009 IS HEREBY TERMINATED AND OF NO FURTHER FORCE AND EFFECT. THE PARTIES ACKNOWLEDGE THAT CONSTRUCTION OF THE PROJECT IS COMPLETE, AND THE CONSTRUCTION LOAN AGREEMENT BETWEEN LENDER AND BORROWER DATED APRIL 28, 2009 AND THE RELATED CONSTRUCTION LOAN DISBURSING AGREEMENT ARE HEREBY TERMINATED AND OF NO FURTHER FORCE AND EFFECT. THE PRINCIPAL PAYMENT OF $83,333.00 PLUS INTEREST WILL BEGIN ON MAY 5, 2010 AND CONTINUE EACH MONTH THEREAFTER UNTIL MATURITY ON NOVEMBER 5, 2016. BORROWER AGREES TO PAY ACCRUED INTEREST TO DATE IN THE AMOUNT OF $42,472.61, A PRINCIPAL REDUCTION PAYMENT IN THE AMOUNT OF $247,673.71 (TO BE PAID FROM THE DEPOSIT AS PROVIDED ABOVE), DOCUMENT REVIEW FEES OF $2,265.75 (CUTLER & DONAHOE, LLP), A FILING FEE OF $12.00 (REGISTER OF DEEDS) AND AN ORIGINATION FEE OF $65,000.00 TO LENDER UPON EXECUTION OF THIS CHANGE IN TERMS AGREEMENT. THIS CHANGE IN TERMS AGREEMENT INCORPORATES IN FULL THE LETTER AGREEMENT OF EVEN DATE HEREWITH MODIFYING THE TERMS OF CERTAIN LOAN DOCUMENTS BY AND AMONG LENDER, BORROWER AND GUARANTOR.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accomodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accomodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be realeased by it. The waiver applies not only to any initial extention, modification or release, but also to all such subsequent actions.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:		LENDER:


TOWER TECH SYSTEMS INC.		GREAT WESTERN BANK

By:	/s/ Michael L Salutz	By:	/s/ Gerald Kruger
	MICHAEL L SALUTZ, GROUP CONTROLLER & TREAS of TOWER TECH SYSTEMS INC		Gerald Kruger, SVP

Exhibit 10.5

AMENDED AND RESTATED

LEASE FOR INDUSTRIAL/MANUFACTURING SPACE

(Main Facility)

THIS INDENTURE OF LEASE (this “Lease”) is made and entered into as of this 1st day of May, 2010 by and between City Centre, L.L.C., a Wisconsin limited liability company, party of the first part, and hereinafter referred to as “Landlord,” and Tower Tech Systems Inc., a Wisconsin corporation, party of the second part, and hereinafter referred to as “Tenant.”

WHEREAS:

A. Landlord owns that certain land in the City of Manitowoc, Wisconsin shown on the site plan attached hereto as Exhibit A (the “Site Plan”), and commonly known as the “Peninsula”.

B. Landlord and Tenant entered into that certain January 1, 2005 Lease for Industrial/Manufacturing Space, relating to that premises commonly known as 101 S. 16th Street, in the City of Manitowoc, Wisconsin (as subsequently amended, the “Original Lease”).

C. Landlord and Tenant are desirous of amending and restating the terms and conditions of the Original Lease as set forth herein.

WITNESSETH:

This Lease amends and restates, and supersedes in its entirety, the Original Lease, effective as of the date hereof.

1. DESCRIPTION OF PREMISES . The Main Premises, Area A, Area C1 and Area D shall be referred to collectively as the “Premises”:

(a) Main Premises . Landlord demises and leases unto the Tenant, and the Tenant does hereby hire and rent from the Landlord, the premises identified as the “Main

Premises” on the Site Plan (excluding, however, building #222 situated therein) upon the terms and conditions hereinafter specifically set forth. The Main Premises contains 389,000 square feet, more or less, and the buildings within the Main Premises contain 176,538 square feet, more or less. The Main Premises is commonly known as 100 S. 16th Street, in the City of Manitowoc, Wisconsin.

(c) Area A . Landlord demises and leases unto the Tenant, and the Tenant does hereby hire and rent from the Landlord, the premises identified as the “Area A” on the Site Plan upon the terms and conditions hereinafter specifically set forth, for the purposes of staging Tenant’s materials and inventory, access to the Railroad Spur described below, and related uses. Landlord shall retain the right to use the portion of Area A not occupied by Tenant, so long as Landlord’s use does not interfere with Tenant’s permitted use of Area A. Area A contains 155,000 square feet, more or less.

(d) Area C1 and Area D . Landlord demises and leases unto the Tenant, and the Tenant does hereby hire and rent from the Landlord, the two premises identified as the “Area C1” and “Area D” on the Site Plan upon the terms and conditions hereinafter specifically set forth, for the purposes of employee parking. Landlord shall retain the right to use the portion of Area C1and Area D not occupied by Tenant, so long as Landlord’s use does not interfere with Tenant’s permitted use of Area C1 and Area D. Area C1 contains 32,500 square feet, more or less, and Area D contains 18,400 square feet, more or less.

1a. RAILROAD SPUR .

(a) Railroad Spur Easement . Upon the request of Tenant, Landlord agrees to execute and deliver a railroad spur easement in a reasonable form, granting an easement for spur track purposes over and across that certain property identified as the “50’ Railroad Spur” on

the Site Plan, which property is partially located within the Premises and partially located on certain adjacent property owned by Landlord (the “Rail Spur Easement”).

(b) Construction and Operation of Railroad Spur . Tenant, at its sole cost and expense, may build a railroad spur track (the “Railroad Spur”) within the Railroad Spur Easement Area described in the Railroad Spur Easement. The Railroad Spur shall be used exclusively by Tenant, except that Tenant may grant a related entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, including but not limited to R. B. A. Inc., a Wisconsin corporation, access to the Railroad Spur Easement Area to utilize the Railroad Spur. Landlord shall have no right to revenues, if any, derived by Tenant from the Railroad Spur. Notwithstanding the foregoing, to the extent that Tenant owns the Railroad Spur, Tenant will transfer its interest in the Railroad Spur to Landlord upon the earlier to occur of: i) the termination of the Lease or ii) Tenant ceasing operations at the Premises for a period of ninety (90) days or more, except in the case of a fire or other casualty, governmental action or other cause beyond Tenant’s reasonable control. Tenant through its operation of the Railroad Spur shall not permit the blockage of access to the City Centre facilities via Center Street or access to the south overhead doors of building #323.

(c) Governmental Approvals . Landlord shall cooperate and join in any applications necessary in order to obtain the necessary governmental approvals for the Railroad Spur, at no cost to Landlord.

1b. PORT FACILITY . Landlord, at its sole cost and expense, shall use its best efforts to obtain port of entry clearance for “The Peninsula” port (the “Port Facility”), which is located adjacent to the Premises. Tenant at its sole cost and expense, shall pay all security costs associated its use of the Port Facility, including but not limited to security at the gate to the Port

Facility, to the extent such security is required by applicable governmental laws, rules or regulations. Landlord may retain any and all revenues derived from operation of the Port Facility. Notwithstanding the foregoing, Tenant shall be permitted to utilize the Port Facility at no cost to Tenant, only on Tenant’s rented Premises. Tenant or people that Tenant hires shall cause no damage to property or seawall. If there is any such damage, Tenant is responsible to repair the damage at its expense.

2. TERM OF LEASE . The original term of this Lease shall commence on the date hereof, and end at midnight on December 31, 2014. The Tenant is granted five (5) options to renew this Lease. Each option is for five (5) years beginning at the end of the lease period just ended. The Tenant must give a six (6) month written notice prior to the end of any lease period stating that the Tenant wishes to exercise the next option period.

3. RENTAL . The Tenant shall pay to the Landlord at 100 Maritime Drive, Suite 3C, Manitowoc, Wisconsin 54220, or at such other place as the Landlord shall from time to time designate in writing, rental computed as follows commencing as of the date hereof:

(a) Base Year Rent . Rent shall be payable as follows:

Premises	Per Month		Per Year
Main Premises (excluding Bldg. #222)	$	44,134.50	$	529,614.00
Area A, Area C1 and Area D	$	3,545.11	$	42,541.32
Total	$	47,679.61	$	572,155.32

This annual rent is a base year rent which includes 100% of the base year Real Estate taxes and building insurance (2008). Notwithstanding the foregoing, for the month of May 2010 only, the parties hereby agree that the rent shall be $79,940.29.

(b) Additional Rent . Any other monetary obligations of the Tenant contained herein shall be considered additional rent and shall be paid as the same becomes due.

(c) Penalty for Late Rent . Should Tenant pay rent later than the seventh (7th) day of any month during the term of this Lease, the Tenant agrees to pay a late fee of One Hundred Dollars ($100.00) per day.

(d) Option Period Rent . The rent during any option period shall be the base rent for the prior lease year times the increase in the rate of inflation based on the Consumer Price Index (CPI) for each prior year since the last increase.

4. USE OF PREMISES . The Premises shall be used by the Tenant for manufacturing and related purposes.

5. OBLIGATIONS OF LANDLORD .

(a) Maintenance and Repair . Landlord, at its expense, shall maintain the roof of the buildings and outside walls in good condition of repair and maintenance, and shall keep and maintain the exterior of said building and the common areas in good, sightly, and reasonably attractive condition. Provided, however, that the Landlord shall not be obligated and the Tenant shall be obligated to make any repairs made necessary by the fault or negligence of the Tenant its employees, clients, or invitees, unless such repairs are covered by the Landlord’s or Tenant’s insurance contracts, in which case the Tenant shall only be responsible for the costs of repair in excess of the proceeds of the Landlord’s or Tenant’s insurance contract.

(b) Guarantee of Tenant’s Peaceful Possession . If and while the Tenant shall and does perform all and singular the covenants herein agreed to be performed by the Tenant, the Landlord shall and does hereby warrant and defend the Tenant in the enjoyment and peaceful possession of said Premises during the term of this Lease or any renewal thereof.

(c) Insurance Coverage . During the term of this Lease or any renewal thereof, the Landlord shall procure and maintain, at its expense, fire insurance with extended

coverage endorsement, with Tenant named as an Additional Named Insured, and in the full replacement value of said building, and shall deliver a certificate evidencing such insurance to Tenant. Provided, however, that the Landlord shall not be obligated to insure the fixtures furnished and other equipment installed in the Premises by the Tenant and/or owned by the Tenant. The Landlord shall carry adequate public liability insurance covering its ownership of said Premises, and shall carry adequate public liability insurance covering said building, parking lot, sidewalks, and other common areas. Such policies of insurance must be written with insurance carriers rated by A.M Best Company as A IIIV or better, and admitted to write insurance in the State of Wisconsin. Such insurance shall not be cancelled, discontinued, or altered without thirty (30) days written notice to the Tenant.

The parties acknowledge that Tenant procured and maintained property insurance for the Premises at its expense prior to January 20, 2009, although such insurance was a Landlord obligation under the Original Lease. From and after such date Landlord has and shall continue to procure and maintain the insurance required pursuant to this Section 5(c).

(d) Real Property Taxes . From and after the date hereof, Year 2008 Real Estate Taxes (ending 12/31/08) shall be considered the “Base Year Taxes”. Landlord will pay that portion of Tenant’s real estate tax liability each year. Each subsequent year from and after the date hereof, Tenant shall pay forty-seven and 7/10 percent (47.7%) of any increase over the base year real estate taxes and special Improvement taxes assessed or levied, and Landlord shall pay the remainder of such taxes. Said payment is due within thirty (30) days of receipt of said bill against the entire property known as the City Centre Peninsula and Wollmer Street property.

The parties acknowledge that prior to the date hereof, Year 2007 Real Estate Taxes (ending 12/31/07) were the applicable Base Year Taxes under the Original Lease, and as

of the date hereof Landlord has not yet collected Tenant’s portion of any increase in the applicable Base Year Taxes from January 1, 2008 through December 31, 2008, as provided under the Original Lease. Because the applicable taxes decreased from 2007 to 2008, no payment is due from Tenant to Landlord relating to such taxes.

(e) Removal of Snow . Tenant, at its expense, shall keep the sidewalks, doorways, loading and parking area, and any material storage reasonably free of ice and snow.

6. OBLIGATIONS OF TENANT .

(a) Payment of Rentals . The Tenant shall pay at the time and in the manner heretofore specified the rents herein reserved and such rental shall be payable at 100 Maritime Drive, Suite 3C, Manitowoc, Wisconsin 54220, or at such other place as the Landlord shall from time to time designate in writing.

(b) Heating, Cooling, Electrical and Fire Sprinklers . The Tenant shall provide, install and maintain the necessary facilities and equipment to provide heating, cooling, electrical, and fire sprinkler systems for the Premises as Tenant deems necessary. The Tenant shall pay for all energy costs for heating and cooling the Premises. Tenant shall also provide and maintain the necessary electrical facilities and services as required by Tenant’s business at Tenant’s expense. To the best of Landlord’s knowledge, no changes are required by applicable governmental laws, rules or regulations to the fire sprinkler systems for the Premises now or in the future, and Landlord has not received any notice of any potential changes required by applicable governmental laws, rules or regulations.

(c) Utilities . The Tenant shall pay for all electric power, sewer, and water consumed upon the Premises for any purpose whatsoever. Separate electric meters shall be

installed by the Tenant so as to accurately meter electric current consumed on the Premises. Tenant shall be obligated to install, maintain and replace all required lighting fixtures and bulbs.

(d) Interior Decorating . Tenant, at its expense, shall keep the Premises clean and neat and in a reasonably attractive condition. All decorations of the Premises other than the original decorations shall be at the Tenant’s expense. Tenant may also renovate the exterior of the Premises with the permission of the Landlord.

(e) Maintenance of Interior . Tenant at its expense, shall maintain the interior of the Premises, including all walls, floors, ceilings, hallways and bathrooms. Tenant shall keep said Premises neat, clean and orderly, providing the staff necessary to keep the Premises in the condition required in this Lease.

(f) Personal Property Taxes . Tenant shall, at its expense, pay all personal property taxes when said taxes are due.

(g) Additional Outside Areas . Any other outside areas within the Premises utilized by Tenant shall be maintained by Tenant throughout the term of this Lease.

(g.1) Cranes . Tenant shall have the obligation to repair and maintain the overhead cranes in the Premises at Tenant’s cost. Tenant will keep all such cranes in good operating condition throughout the term of this Lease and the same will be in good operating condition on the last day of this Lease, reasonable wear and tear and damage from insured casualty excepted.

(h) Signs . Tenant shall have the right to erect a sign on the exterior portion of the building, and signage on the interior of the building, provided, however, that any such sign and its location shall first be approved by Landlord prior to installation, which approval shall not be unreasonably withheld.

(i) Surrender Possession on Termination of Lease . Tenant, upon termination of this Lease, in any manner, will surrender to Landlord possession of the Premises in good condition and repair, ordinary wear and tear excepted, and loss through fire and other insurable risk excepted, and will deliver up the keys to the Landlord. Should Tenant holdover with or without Landlord’s consent, this Lease shall continue under the same terms and conditions contained herein, but shall become a month-to-month tenancy.

(j) Use of Premises . Tenant shall not allow said Premises to be used for any purpose that will increase the rate of insurance thereon, nor for any purpose other than that of preparation of and distribution of steel products and related uses, nor shall Tenant permit said Premises to be used for any unlawful or immoral purposes or for any purpose that will injure the reputation of the Premises, and Tenant will not use or keep in or about the Premises any article or item which would in any way affect the validity of the standard fire insurance policy of the State of Wisconsin.

(k) Alterations . Tenant shall not permit any alterations of or upon any part of the Premises except with the written consent of Landlord, which consent shall not unreasonably be withheld. All alterations and additions to the Premises made by Tenant shall remain for the benefit of Landlord, unless otherwise provided in said consent.

(l) Permit No Mechanic’s Liens . Tenant shall promptly pay for any work done in or about the Premises contracted by Tenant, and will not permit or suffer any mechanic’s liens to attach to the Premises as a result thereof, and shall promptly cause any claim for any such lien to be released, or to secure the Landlord to its satisfaction in the event the Tenant desires to contest any such claim.

(m) Landlord’s Access . The Tenant shall allow the Landlord or its agents or employees access to the exterior portions of the Premises at all times, and the interior portions of the Premises at all reasonable times upon prior notice, and in the event of an emergency for the purpose of examining the Premises or to make any needful repairs or alterations of the Premises. During the last six (6) months of the term of this Lease or any renewal term, the Landlord may show the Premises to prospective tenants, provided such showing does not unreasonably interfere with the Tenant’s use of the Premises.

(n) Termination on Bankruptcy . If the Tenant shall be adjudged bankrupt, or if a judgment is rendered against the Tenant in such an amount as to render Tenant insolvent and incapable of meeting the obligations of Tenant hereunder, and such judgment or order is not appealed from, or if the Tenant shall make an assignment for the benefit of creditors, or a receiver shall be appointed for Tenant by a court of competent jurisdiction and said order appointing receiver is not appealed from by the Tenant, this Lease shall immediately terminate, and the Landlord shall have the right to recover the Premises. Provided, however, if in any of such events Tenant is not in default under the terms of this Lease, the Landlord may not terminate this Lease and may not recover the Premises.

(o) Tenant’s Insurance . The Tenant agrees to carry and pay the premiums for commercial general liability insurance, insuring itself and the Landlord against injury to property, person, or loss of life arising out of the use and occupancy of the Premises, with limits of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; Tenant may meet its insurance obligations hereunder through an umbrella policy with limits of at least $8,000,000. Landlord shall be named as “Additional Named Insured” on both policies. Tenant shall furnish to the Landlord as may be requested from time to time, a certificate of said insurance (referencing

both policies). Such policies of insurance must be written with insurance carriers rated by A.M Best Company as A IIIV or better, and admitted to write insurance in the State of Wisconsin. Tenant shall not cancel, discontinue, or alter said insurance without thirty (30) days written notice to the Landlord.

(p) Hazardous Substances — Reportable Uses .

(1) Hazardous Substances . Defined: “Hazardous Substances” means any material or substance: (i) defined as a “hazardous substance” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.) and amendments thereto and regulations promulgated thereunder, to the extent such amendments and regulations are in effect on the date hereof, (ii) containing gasoline, oil, diesel fuel or other petroleum products, (iii) defined as a “hazardous waste” pursuant to the Federal Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) and amendments thereto and regulations promulgated thereunder, to the extent such amendments and regulations are in effect on the date hereof, (iv) containing polychlorinated byphenyls (PCB’s), (v) containing asbestos, (vi) radioactive, (vii) biologically dangerous, or (viii) the presence of which requires investigation, reporting or remediation under any federal, state or local statute, regulation, ordinance or policy or which is defined as a “hazardous waste” or “hazardous substance” under any federal, state or local statute, regulation or ordinance in effect on the date hereof, and any toxic, explosive, corrosive or otherwise hazardous substance, material or waste, which is regulated by any federal, state or local governmental authority.

(2) Reportable Uses Require Consent . The term “Hazardous Substance” as used in this Lease shall mean in addition to those items stated above in Paragraph 6(p)(1), any product, substance, chemical, material or waste whose presence, nature, quantity

and/or intensity of existence, use, manufacture, disposal, transportation, spill, release, or effect, either by itself or in combination with other materials expected to be on the Premises is either (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for liability of Landlord to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substance shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof. Tenant shall not engage in any activity in, on or about the Premises which constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances without the express written consent of Landlord (consent not to be unreasonably withheld) and compliance in a timely manner (at Tenant’s sole cost and expense) with all applicable law.

(3) Indemnification . Tenant shall indemnify, protect, defend and hold Landlord, its agents, employees, lenders and ground lessor, if any, and the Premises, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, costs, claims, liens, expenses, penalties, permits and attorneys and consultants fees arising out of or involving any Hazardous Substance or storage container brought onto the Premises by or for Tenant or under Tenant’s control. Tenant’s obligation shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created by Tenant, and the cost of investigation (including consultant’s and attorney’s fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved, and shall survive the expiration of earlier termination of this Lease. No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant from its obligations

under this Lease with respect to Hazardous Substances or storage tanks, unless specifically so agreed by Landlord in writing at the time of such agreement.

7. GENERAL PROVISIONS .

(a) If the building of which the Premises are a part shall be totally destroyed or materially damaged by fire, the elements, or other cause, Tenant shall have the option to terminate this Lease by giving to Landlord written notice of termination within thirty (30) days after such destruction. If Tenant does not elect to terminate this Lease, the Landlord shall rebuild, reconstruct, or repair the Premises as closely as reasonably possible to their original condition. Said rebuilding, reconstruction, or repairing shall commence immediately after proper adjustment is made by the Landlord’s insurers, and in any event, within ninety (90) days after the destruction, and shall be completed as expeditiously as possible.

(b) If the building of which the Premises are a part is partially destroyed or damaged by fire, elements, or other cause (partially destroyed for purposes of this Lease being defined as twenty-five percent (25%) of the building’s appraised value or less), the Landlord shall repair and rebuild the Premises as reasonably close to their original condition as possible. Such repairing and rebuilding shall commence immediately after proper adjustment is made upon the Landlord’s insurance contracts, or in any event, within thirty (30) days after the destruction, and shall be completed as expeditiously as possible.

(c) If during the term of this Lease or any renewal term the Premises shall be so damaged by fire, the elements, or other cause not attributable to the Tenant, so as to make the Premises completely or materially untenantable by the Tenant, then and in that event the rent shall completely abate until the Premises have been so restored, so that the Tenant may again occupy the same for the carrying on of its business. If a part of the Premises are rendered

untenantable, the rent shall be prorated on a per diem basis and apportioned in accordance with the part of the Premises which is usable by the Tenant until the damaged part is again ready for Tenant’s occupancy.

(d) In all cases, allowance shall be made for reasonable delay caused by adjustment of insurance loss, strikes, labor difficulties or any cause beyond Landlord’s reasonable control.

8. LANDLORD’S REMEDIES . All rights and remedies of the Landlord herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law, to wit:

(a) If the Tenant defaults in any payment of rent, and such default continues for fifteen (15) days after Landlord’s written notice thereof to Tenant, or if Tenant defaults in the prompt and full performance of any other provision of this Lease and such default continues for thirty (30) days after Landlord’s written notice thereof to Tenant, the Landlord, at its option, may terminate this Lease and Tenant’s right to possession of the Premises. Landlord shall not be required to provide more than two (2) written notices of default during each “lease year” of this Lease. After the cure of the second notice of default hereunder, Tenant shall be deemed to know when Tenant is in default and no additional notice is required for the remainder of such lease year. Lease year shall be defined as each period of time falling between May 1st and April 30th during the term of this Lease.

(b) Upon any termination of this Lease, whether by lapse of time or otherwise. or upon any termination of Tenant’s right to possession without termination of the Lease, Tenant shall surrender possession and vacate the Premises immediately and deliver possession thereof to Landlord, and the Tenant hereby grants to the Landlord free and full license to enter into and

upon the Premises in any such event, with or without process of law, and to repossess the Premises, and to expel or remove Tenant or any others who may be occupying or within the Premises, and to remove any and all property therefrom, using such force as may be necessary without being deemed guilty of trespassing, eviction, or forcible entry or detainer, and without releasing Landlord’s rights to rent or any other right given to the Landlord by this Lease or by operation of law.

(c) If the Tenant abandons the Premises or otherwise entitles Landlord so to elect to terminate, and Landlord elects to terminate Tenant’s right to possession only, without terminating the Lease, Landlord may at Landlord’s option, enter into the Premises, remove Tenant’s property and other evidences of tenancy, and take and hold possession thereof without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from Tenant’s obligation to pay the rent hereunder for the full term. Upon and after entry into possession without termination of this Lease, Landlord shall use its best effort to relet the Premises or any part thereof for the account of Tenant to any person, firm, or corporation other than Tenant for such rent, for such time and upon such terms as Landlord in Landlord’s sole discretion shall determine. Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such reletting. In any such case, Landlord may make repairs in or to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord’s expenses of the reletting. If the consideration collected by Landlord upon any such reletting for Tenant’s account is not sufficient to pay monthly the full amount of the rent reserved in this Lease, together with the costs of repairs, redecorating, and Landlord’s expenses, Tenant shall pay to Landlord the amount of each monthly deficiency upon demand; and if the

consideration so collected from any such resetting is more than sufficient to pay the full amount of the rent reserved herein, together with the costs and expenses of Landlord, Landlord, at the end of the stated term of the Lease, shall account for the surplus to Tenant.

9. ASSIGNMENT OR SUBLETTING . The Tenant may not assign this Lease, or sublet all or any portion of the Premises without the written consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant may assign this Lease, or sublet all or any portion of the Premises, to any entity that controls, is controlled by or is under common control with Tenant, without the consent of Landlord

10. WAIVER OF SUBROGATION . Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause-of-action against the other, its agents, officers, directors, partners, shareholders or employees, for any loss or damage that may occur to the Premises, or any improvements thereto, or any property of such party therein, by reason of fire, the elements or any other cause which could be insured against under the terms of a standard fire and extended coverage insurance policies, regardless of cause or origin, including negligence of the other party hereto, its agents, officers or employees, and covenants that no insurer shall hold any right of subrogation against such other party.

11. SAVE HARMLESS CLAUSE - TENANT .

The Tenant agrees that it will at all times protect indemnify, save, and keep harmless the Landlord against and from any and all claims arising out of or from any accidents or other occurrences on or about the Premises causing injury to any person or persons or property (including but not limited to any injuries indirectly or directly caused by lack of security), whomsoever or whatsoever and due directly or indirectly to negligent use of the Premises or any

part thereof by said Tenant, its employees, agents, or invitees. The Landlord agrees that it will at all times protect indemnify, save, and keep harmless the Tenant against and from any and all claims arising out of or from any accidents or other occurrences on or about the Premises causing injury to any person or persons or property, whomsoever or whatsoever and due directly or indirectly to negligent use of the Premises or any part thereof by said Landlord, its employees, agents, or invitees.

12. LANDLORD’S RIGHT TO MORTGAGE . The Tenant’s rights under this Lease are and shall always be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the land and building of which the Premises are a part, and to all advances hereafter made from time to time upon the security thereof, provided, however, that as long as the Tenant is not in default under the terms of this Lease beyond any applicable cure period, it may continue in possession of the Premises under the terms of this Lease. Tenant shall cooperate with the Landlord in furnishing. any information Landlord’s mortgagee shall reasonably request.

13. PARTIES BOUND . Each provision hereof shall extend to and shall, as the case might requite, bind and Inure to the benefit of the Landlord and Tenant and their respective heirs, legal representatives, successors, and assigns, provided that this Lease shall not inure to the benefit of any assignee, transferee, or successor of the Tenant except upon the written consent of the Landlord (except as otherwise provided in Section 9 above).

14. LANDLORD’S LIABILITY FOR DAMAGES . The Landlord shall not be liable for any damage to any property at any time stored or kept in said Premises or building from water, rain, snow or flooding which may leak, issue, or flow from or into any part of said building, which is Landlord’s responsibility to repair, unless previous written notice shall have

been given by Tenant to Landlord of the necessity of the repairs, and Landlord has unreasonably delayed making repairs.

15. NOTICES . Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by registered mail to Tenant at the Premises and to Landlord at the address then fixed for the payment of rent, and either party may by like notice at any time and from time to time, designate a different address to which notices shall be sent. Notices given in accordance with these provisions shall be deemed received when mated. A copy of any notice to Tenant shall be delivered to the following address: Broadwind Energy, Inc., 47 E. Chicago Avenue, Suite 332, Naperville, IL 60540, Attn: General Counsel.

16. MISCELLANEOUS . No waiver of any default by Tenant hereunder shall be implied from any omission by Landlord to take any action on account of such default if such default persists or is repeated and no express waiver shall affect any default other than the default specified in the express waiver, and then only for the time and to the extent therein stated. One or more waivers of any covenant, term, or condition of this Lease by Landlord shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The invalidity or unenforceability of any provision hereof shall not affect or impair any other provisions. The laws of the State of Wisconsin shall govern the validity, performance, and enforcement of this Lease. The headings of the several paragraphs contained herein are for convenience only and do not define, limit, or construe the contents of such articles. The necessary grammatical changes required to make the provisions apply to individuals, singular or plural, males or females, corporations or partnerships, shall be in each case assumed as though in each case expressed.

17. DEFAULT OF EITHER PARTY . If either party hereto should be in default under any provisions of this Lease (except in the payment of rent as aforesaid) the other party, prior to exercising any option arising upon such default, shall provide the defaulting party with written notice of such default and the defaulting party shall have thirty (30) days in which to remedy such default, unless a shorter time be provided elsewhere in this Lease, in which case the shorter time shall apply; provided, however, that if any such default cannot be remedied by the defaulting party with reasonable diligence within said thirty (30) days, the defaulting party may have such additional time as may, under the circumstances, be reasonably necessary to remedy such default, provided, further, that this option shall not apply to the payment of any rent reserved hereunto the Landlord.

18. SEVERABILITY . If any portion of this agreement shall be found to be illegal, invalid, or have the enforcement of its terms otherwise restricted by a court of competent jurisdiction, the remainder of this agreement shall nevertheless remain in full force and effect

19. AUTHORITY . All persons executing this document warrant and represent that they have the appropriate corporate or organizational authority required to bind the parties to this Lease.

The remainder of this page is intentionally blank.

LANDLORD:		TENANT:

CITY CENTRE, L.L.C.		TOWER TECH SYSTEMS, INC.


By:	/s/ Christopher C. Allie	By:	/s/ Jesse E. Collins, Jr.
	Name: Christopher C. Allie		Name: Jesse E. Collins Jr.
	Its: Agent		Its: Group President

By:	/s/ Peter C. Allie
	Name: Peter C. Allie
	Its: Agent

EXHIBIT A

SITE PLAN OF THE PREMISES

(see attached)

Exhibit 10.6

INDEMNIFICATION AGREEMENT dated as of between

Broadwind Energy, Inc. (the “Company”) and (“Indemnitee”)

WHEREAS, the Board of Directors has determined that the Company’s ability to attract and retain qualified persons as directors and officers is necessary to further the best interests of the Company’s stockholders and that in order to attract such individuals, the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and

WHEREAS, the Company has adopted provisions in its Certificate of Incorporation and By-laws providing for indemnification and advancement of expenses of its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, and the Company wishes to clarify and enhance the rights and obligations of the Company and Indemnitee with respect to indemnification and advancement of expenses; and

WHEREAS, in order to induce and encourage highly experienced and capable persons such as Indemnitee to serve and continue to serve as directors and officers of the Company and in any other capacity with respect to the Company, and to otherwise promote the desirable end that such persons shall resist what they consider unjustified lawsuits and claims made against them in connection with the good faith performance of their duties to the Company, with the knowledge that certain costs, judgments, penalties, excise taxes, fines, liabilities and expenses incurred by them in their defense of such litigation are to be borne by the Company and they shall receive the maximum protection against such risks and liabilities as may be afforded by law, the Board of Directors of the Company has determined that the following Agreement is reasonable and prudent to promote and ensure the best interests of the Company and its stockholders; and

WHEREAS, the Company desires to have Indemnitee continue to serve as a director or officer of the Company and in such other capacity with respect to the Company as the Company may request, as the case may be, free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of Indemnitee acting in good faith in the performance of Indemnitee’s duty to the Company; and Indemnitee desires to continue so to serve the Company, provided, and on the express condition, that he or she is furnished with the indemnity set forth hereinafter;

Now, therefore, in consideration of Indemnitee’s continued service as a director or officer of the Company, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Service by Indemnitee; Effectiveness . Indemnitee shall serve and/or continue to serve as a director or officer of the Company faithfully and to the best of Indemnitee’s ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing. This Agreement shall be effective as of the date first set forth above, and this Agreement shall apply to any event that occurred prior to or after such date if Indemnitee was, or is deemed to have been, a director, officer, employee, agent or fiduciary of the Company, or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity (including, but not limited to, another

corporation, partnership, joint venture or trust) at the time such event occurred.

2. Indemnification and Advancement of Expenses . The Company shall indemnify Indemnitee, and shall pay to Indemnitee in advance of the final disposition of any Proceeding all Expenses incurred by Indemnitee, to the fullest extent permitted by the Delaware General Corporation Law in effect on the date of this Agreement or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader rights than said law permitted the Company to provide prior to such amendment). Without diminishing the scope of the rights provided by this Section, the rights of Indemnitee to indemnification and advancement of Expenses provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification or, only in the case of clauses (a) through (c) below, advancement of Expenses shall be paid to Indemnitee:

(a) to the extent expressly prohibited by Delaware law or the Certificate of Incorporation and By-laws of the Company;

(b) for which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, provision of the certificate of incorporation or by-laws, or agreement of the Company or any other company or organization where Indemnitee is serving at the request of the Company, except in respect of any indemnity exceeding the payment under such insurance, indemnity clause, provision of the certificate of incorporation or by-laws, or agreement; or

(c) in connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 10 to enforce rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Company; or

(d) with respect to any Proceeding brought by or on behalf of the Company against Indemnitee that is authorized by the Board of Directors of the Company, except as provided in Sections 4, 5 and 6 below.

3. Action or Proceedings Other than an Action by or in the Right of the Company . Except as limited by Section 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Company) by reason of the fact that Indemnitee is or was, or is deemed to be or have been, a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust); or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified on an after-tax basis against all costs, judgments, penalties, excise taxes, fines, liabilities, amounts paid in settlement and Expenses, actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

4. Indemnity in Proceedings by or in the Name of the Company . Except as limited by Section 2 above, Indemnitee shall be entitled to the indemnification rights provided in this

Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or is deemed to be or have been, a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust); or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified on an after-tax basis against all costs, judgments, penalties, excise taxes, fines, liabilities, amounts paid in settlement and Expenses, actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which Delaware law expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, excise taxes, fines, liabilities, amounts paid in settlement and Expenses as such court shall deem proper.

5. Indemnification for Costs, Charges and Expenses of Successful Party . Notwithstanding the limitations of Section 2(d), 3 and 4 above, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, after all appeals by a court of competent jurisdiction, that Indemnitee is otherwise entitled to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.

6. Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the costs, judgments, penalties, excise taxes, fines, liabilities, amounts paid in settlement or Expenses, actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 10 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such costs, judgments, penalties, excise taxes, fines, liabilities, amounts paid in settlement and Expenses, actually and reasonably incurred to which Indemnitee is entitled.

7. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by the Delaware General Corporation Law, Indemnitee shall be entitled to indemnification against all Expenses actually and reasonably incurred or suffered by Indemnitee or on Indemnitee’s behalf if Indemnitee appears as a witness or otherwise incurs legal expenses as a result of or related to Indemnitee’s service as a director or officer of the Company, in any threatened, pending or completed action, suit or proceeding, whether of a civil, criminal, administrative, investigative, legislative or other nature, to which Indemnitee neither is, nor is threatened to be made, a party.

8. Determination of Entitlement to Indemnification . To receive indemnification under this Agreement, Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information which is necessary for such determination

and which is reasonably available to Indemnitee. Upon written request by Indemnitee for indemnification pursuant to Sections 3, 4, 5, 6 or 7 the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and reasonably approved by Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by Indemnitee and reasonably approved by the Board of Directors. Upon failure of the Board so to select (or so to approve, in the event that a Change in Control has occurred) such Independent Counsel or upon failure of Indemnitee so to approve (or so to select, in the event that a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made not later than 30 calendar days after receipt by the Company of a written request for indemnification. Any amounts incurred by Indemnitee in connection with a request for indemnification or payment of Expenses hereunder, under any other agreement, any provision of the Company’s Certificate of Incorporation and By-laws or any directors’ and officers’ liability insurance, shall be borne by the Company. The Company hereby indemnifies Indemnitee for any such amounts and agrees to hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee’s entitlement to indemnification. If the person making such determination shall determine that Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues or matters at issue at the time of the determination.

9. Presumptions and Effect of Certain Proceedings . The Secretary of the Company shall, promptly upon receipt of Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 8 that Indemnitee has made such request for indemnification. Upon making such request for indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 30 calendar days after receipt by the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any Proceeding described in Sections 3 or 4 by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful; or (b) otherwise adversely affect the rights of Indemnitee to

indemnification except as may be provided herein.

10. Remedies of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses . In the event that a determination is made that Indemnitee is not entitled to indemnification hereunder or if payment has not been timely made following a determination of entitlement to indemnification pursuant to Sections 8 and 9, or if Expenses are not paid pursuant to Section 15, Indemnitee shall be entitled to final adjudication in a court of competent jurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee at Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration or any other claim. The determination in any such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be prejudiced by reason of a determination (if so made) pursuant to Sections 8 or 9 that Indemnitee is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 8 or 9 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Company further agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

11. Other Rights to Indemnification . Indemnification and payment of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under any provision of the Certificate of Incorporation or By-laws of the Company, vote of stockholders or Disinterested Directors, provision of law, agreement or otherwise.

12. Expenses to Enforce Agreement . In the event that Indemnitee is subject to or intervenes in any action, suit or proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole or in part in such action, suit or proceeding, shall be entitled to recover from the Company and shall be indemnified by the Company against any Expenses actually and reasonably incurred by Indemnitee.

13. Continuation of Indemnity . All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director, officer, employee, agent or fiduciary of the Company or is serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust) and shall continue thereafter with respect to any possible claims based on the fact that Indemnitee was a director, officer, employee, agent or fiduciary of the Company or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust). This Agreement shall be binding upon all

successors and assigns of the Company (including any transferee of all or substantially all of its assets and any successor by merger or operation of law) and shall inure to the benefit of the heirs, personal representatives and estate of Indemnitee.

14. Notification and Defense of Claim . Promptly after receipt by Indemnitee of notice of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which Indemnitee notifies the Company:

(a) The Company shall be entitled to participate therein at its own expense; and

(b) Except as otherwise provided in this Section 14(b), to the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to Indemnitee under this Agreement for any expenses of counsel subsequently incurred by Indemnitee in connection with the defense thereof except as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company shall not within 60 calendar days of receipt of notice from Indemnitee in fact have employed counsel to assume the defense of the Proceeding, in each of which cases the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in (ii) above; and

(c) If the Company has assumed the defense of a Proceeding, the Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent. The Company shall not settle any Proceeding in any manner that would impose any ongoing obligation with respect to Indemnitee without Indemnitee’s written consent; it being understood that the Company may settle any claim for monetary relief at its own discretion; provided that the Company may not utilize insurance proceeds to fund any such settlement unless the settlement contains a release in favor of the Indemnitee from any further liability in connection with the matters giving rise to such Proceeding. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

15. Advancement of Expenses . All Expenses incurred by Indemnitee in advance of the final disposition, including any appeal thereof, of any Proceeding shall be paid by the Company at the request of Indemnitee, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder. To receive payment of Expenses under this Agreement, Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be

accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and an undertaking, by or on behalf of Indemnitee, to reimburse such amounts if it is ultimately determined, after all appeals by a court of competent jurisdiction, that Indemnitee is not entitled to be indemnified against such Expenses by the Company as provided by this Agreement or otherwise, each in the form as set forth in Annex I hereto. Indemnitee’s undertaking to reimburse any such amounts is not required to be secured and shall not accrue interest. Notwithstanding the foregoing, advances shall be made without regard to Indemnitee’s ability to repay. Each such payment of Expenses shall be made within 20 calendar days after the receipt by the Company of such written request. Indemnitee’s entitlement to such Expenses shall include those incurred in connection with any action, suit or proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration pursuant to Section 10 of this Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall determine that Indemnitee is entitled to payment of Expenses hereunder. In the event that the Company shall breach its obligation to advance Expenses under this Section 15, the parties hereto agree that Indemnitee’s remedies available at law would not be adequate and that Indemnitee would be entitled to specific performance. The Company acknowledges that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the applicable court, and the Company hereby waives any such requirement of a bond or undertaking except to the extent of the undertaking set forth above.

16. Contribution . If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than those explicitly set forth herein, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, all costs, judgments, penalties, excise taxes, fines, liabilities, amounts paid in settlement and Expenses, actually and reasonably incurred by Indemnitee in connection with such Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

17. Separability; Prior Indemnification Agreements . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the Company provide protection to Indemnitee to the fullest enforceable extent. This Agreement shall supersede and replace any prior indemnification agreements entered into by and between the Company and Indemnitee and any such prior agreements shall be terminated upon execution of this Agreement.

18. Insurance . (a) The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of

Directors of the Company covering Indemnitee or any claim made against Indemnitee for service as a director or officer of the Company and covering the Company for any indemnification or advancement of Expenses made by the Company to Indemnitee for any claims made against Indemnitee for service as a director or officer of the Company. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, excise taxes, fines, settlements and Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence.

(b) In the event of a Change in Control or the Company’s becoming insolvent, including being placed into receivership or entering the federal bankruptcy process, the Company shall maintain in force any directors’ and officers’ liability insurance policies then maintained by the Company in providing insurance in respect of Indemnitee, for a period of six years thereafter (a “Tail Policy”). The Company shall use commercially reasonable efforts to place such coverage with the incumbent insurance carriers using the policies that were in place at the time of the change of control event (unless the incumbent carriers will not offer such policies, in which case the Company shall use commercially reasonable efforts to obtain a Tail Policy comparable in scope and amount as the expiring policies, with insurance carriers for the Tail Policy having an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).

19. Notification of Investigation . For so long as Indemnitee is serving as a director or agent of the Company or employed by the Company, if the Indemnitee is the subject of or is implicated in any investigation, whether formal or informal, at the request of, or in which the Company is coordinating with, any third party (other than any agent, counsel or other advisor or representative of the Company), the Company shall provide Indemnitee with reasonably prompt notice that such investigation is being conducted, it being understood that the Company shall not be required to share any information gathered in connection with such investigation and, provided, that by executing this Agreement, Indemnitee agrees maintain the confidentiality of such notification.

20. Headings; References; Pronouns . The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as appropriate.

21. Definitions . For purposes of this Agreement:

(a) “Change in Control” means the occurrence of any of the following:

(i) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole,

(ii) any consolidation or merger of the Company with or into any other corporation or other person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or

indirectly though one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the rules adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended),

(iii) any stock sale or other transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly though one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the rules adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended).

(b) “Disinterested Director” means a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

(c) “Expenses” means all reasonable expenses incurred in connection with the defense or settlement of, or acting as a witness in, any investigation, action, suit or other proceeding, including any judicial, administrative, investigative, legislative or other proceedings, and appeals, attorneys’ fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification, advancement or contribution under Sections 8, 10, 12, 15 and 16 above but shall not include the amount of judgments, penalties, excise taxes, fines or amounts paid in settlement.

(d) “Independent Counsel” means a law firm or a member of a law firm experienced in matters of corporate law that neither is presently nor in the past five years has been retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s right to indemnification under this Agreement.

(e) “Proceeding” includes any threatened, pending or completed investigation, action, suit or other proceeding, whether formal or informal and whether brought in the name of the Company or otherwise, against Indemnitee, whether of a civil, criminal, administrative, investigative, legislative or other nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving, at the request of the Company, as a director, officer, employee, agent or fiduciary of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

22. Other Provisions .

(a) This Agreement shall be interpreted and enforced in accordance with the laws of Delaware.

(b) This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same

Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced as evidence of the existence of this Agreement.

(c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if Indemnitee is an officer of the Company, Indemnitee specifically acknowledges that Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between Indemnitee and the Company.

(d) Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of Indemnitee to recover against any person for such liability, and Indemnitee shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Company to bring suit to enforce such rights.

(e) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

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

	BROADWIND ENERGY, INC.


	By:
	Name:
	Title:



	[Indemnitee]

ANNEX I

FORM OF AFFIRMATION AND UNDERTAKING

The undersigned is the Indemnitee as defined in that certain Indemnification Agreement dated between the undersigned and Broadwind Energy, Inc. (the “Indemnification Agreement”). Capitalized terms not otherwise defined herein shall have the meanings give in such agreement.

As a condition to receiving advancement of Expenses, Indemnitee hereby (a) affirms that it is Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by the Indemnification Agreement has been met and (b) undertakes to reimburse within 60 days of the Company’s demand any such amounts advanced under the Indemnification Agreement if it is ultimately determined, after all appeals by a court of competent jurisdiction, that Indemnitee is not entitled to be indemnified against such Expenses by the Company as provided by the Indemnification Agreement or otherwise.

This Agreement shall not affect in any manner rights which Indemnitee may have against the Company, any insurer or any other person to seek indemnification for or reimbursement of any expenses referred to herein or any judgment which may be rendered in any litigation or proceeding.


	[Indemnitee]

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Cameron Drecoll, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Broadwind Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 7, 2010	/s/ J. Cameron Drecoll
		J. Cameron Drecoll
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephanie K. Kushner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Broadwind Energy, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 7, 2010	/s/ Stephanie K. Kushner
		Stephanie K. Kushner
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Broadwind Energy, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Cameron Drecoll, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. Cameron Drecoll
J. Cameron Drecoll
Chief Executive Officer


Date: May 7, 2010

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Broadwind Energy, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephanie K. Kushner, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Stephanie K. Kushner
Stephanie K. Kushner
Chief Financial Officer

Date: May 7, 2010