UNITED STATES	OMB APPROVAL	
 	SECURITIES AND EXCHANGE
COMMISSION	OMB Number:
3235-0145	
 	Washington, D.C. 20549	Expires: February 28, 2009	
 	SCHEDULE 13D	Estimated average burden hours per response. . 14.5	
Under the Securities Exchange Act of 1934
 (Amendment No. 3)*
Tower Tech Holdings Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
891861106
(CUSIP Number)
 
Jeffrey L. Gendell
55 Railroad Avenue, 1st Floor
Greenwich, Connecticut 06830
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
November 1, 2007
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No.   891861106	
 	
 	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Capital Partners, L.P.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	  x	
 	 	(b)	  o	
 	
 	3.	SEC Use Only	
 	
 	4.	Source of Funds (See Instructions)
WC	
 	
 	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o	
 	
 	6.	Citizenship or Place of Organization
Delaware	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7.	Sole Voting Power
 -0-	
	 	
	8.	Shared Voting Power 
11,893,334	
	 	
	9.	Sole Dispositive Power 
-0-	
	 	
	10.	Shared Dispositive Power 
11,893,334	
 	
 	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 
11,893,334	
 	
 	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o	
 	
 	13.	Percent of Class Represented by Amount in Row (11) 
15.6%	
 	
 	14.	Type of Reporting Person (See Instructions) 
PN	

2

 

CUSIP No.   891861106	
 	
 	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Capital Management, L.L.C.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	  x	
 	 	(b)	  o	
 	
 	3.	SEC Use Only	
 	
 	4.	Source of Funds (See Instructions)
WC	
 	
 	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o	
 	
 	6.	Citizenship or Place of Organization
Delaware	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7.	Sole Voting Power
 -0-	
	 	
	8.	Shared Voting Power 
14,518,334	
	 	
	9.	Sole Dispositive Power 
-0-	
	 	
	10.	Shared Dispositive Power 
14,518,334	
 	
 	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 
14,518,334	
 	
 	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o	
 	
 	13.	Percent of Class Represented by Amount in Row (11) 
19.0%	
 	
 	14.	Type of Reporting Person (See Instructions) 
OO	

3

 

CUSIP No.   891861106	
 	
 	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Capital Overseas Master Fund, L.P.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	  x	
 	 	(b)	  o	
 	
 	3.	SEC Use Only	
 	
 	4.	Source of Funds (See Instructions)
WC	
 	
 	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o	
 	
 	6.	Citizenship or Place of Organization
Cayman Islands	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7.	Sole Voting Power
 -0-	
	 	
	8.	Shared Voting Power 
4,955,194	
	 	
	9.	Sole Dispositive Power 
-0-	
	 	
	10.	Shared Dispositive Power 
4,955,194	
 	
 	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 
4,955,194	
 	
 	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o	
 	
 	13.	Percent of Class Represented by Amount in Row (11) 
6.5%	
 	
 	14.	Type of Reporting Person (See Instructions) 
IA, PN	

4

 

CUSIP No.   891861106	
 	
 	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Capital Overseas GP, L.L.C.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	  x	
 	 	(b)	  o	
 	
 	3.	SEC Use Only	
 	
 	4.	Source of Funds (See Instructions)
WC	
 	
 	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o	
 	
 	6.	Citizenship or Place of Organization
Delaware	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7.	Sole Voting Power
 -0-	
	 	
	8.	Shared Voting Power 
4,955,194	
	 	
	9.	Sole Dispositive Power 
-0-	
	 	
	10.	Shared Dispositive Power 
4,955,194	
 	
 	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 
4,955,194	
 	
 	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o	
 	
 	13.	Percent of Class Represented by Amount in Row (11) 
6.5%	
 	
 	14.	Type of Reporting Person (See Instructions) 
OO	

5

 

CUSIP No.   891861106	
 	
 	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Partners, L.P.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	  x	
 	 	(b)	  o	
 	
 	3.	SEC Use Only	
 	
 	4.	Source of Funds (See Instructions)
WC	
 	
 	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o	
 	
 	6.	Citizenship or Place of Organization
Delaware	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7.	Sole Voting Power
 -0-	
	 	
	8.	Shared Voting Power 
6,206,575	
	 	
	9.	Sole Dispositive Power 
-0-	
	 	
	10.	Shared Dispositive Power 
6,206,575	
 	
 	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,206,575	
 	
 	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o	
 	
 	13.	Percent of Class Represented by Amount in Row (11) 
8.1%	
 	
 	14.	Type of Reporting Person (See Instructions) 
PN	

6

 

CUSIP No.   891861106	
 	
 	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Management, L.L.C.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	  x	
 	 	(b)	  o	
 	
 	3.	SEC Use Only	
 	
 	4.	Source of Funds (See Instructions)
WC	
 	
 	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o	
 	
 	6.	Citizenship or Place of Organization
Delaware	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7.	Sole Voting Power
 -0-	
	 	
	8.	Shared Voting Power 
6,206,575	
	 	
	9.	Sole Dispositive Power 
-0-	
	 	
	10.	Shared Dispositive Power 
6,206,575	
 	
 	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 
6,206,575	
 	
 	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o	
 	
 	13.	Percent of Class Represented by Amount in Row (11) 
8.1%	
 	
 	14.	Type of Reporting Person (See Instructions) 
OO	

7

 

CUSIP No.   891861106	
 	
 	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Overseas Associates, L.L.C.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	  x	
 	 	(b)	  o	
 	
 	3.	SEC Use Only	
 	
 	4.	Source of Funds (See Instructions)
WC	
 	
 	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o	
 	
 	6.	Citizenship or Place of Organization
Delaware	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7.	Sole Voting Power
 -0-	
	 	
	8.	Shared Voting Power 
3,396,136	
	 	
	9.	Sole Dispositive Power 
-0-	
	 	
	10.	Shared Dispositive Power 
3,396,136	
 	
 	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 
3,396,136	
 	
 	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o	
 	
 	13.	Percent of Class Represented by Amount in Row (11) 
4.5%	
 	
 	14.	Type of Reporting Person (See Instructions) 
OO	

8

 

CUSIP No.   891861106	
 	
 	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine 25 Overseas Master Fund, L.P.	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	  x	
 	 	(b)	  o	
 	
 	3.	SEC Use Only	
 	
 	4.	Source of Funds (See Instructions)
WC	
 	
 	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o	
 	
 	6.	Citizenship or Place of Organization
Cayman Islands	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7.	Sole Voting Power
 -0-	
	 	
	8.	Shared Voting Power 
2,625,000	
	 	
	9.	Sole Dispositive Power 
-0-	
	 	
	10.	Shared Dispositive Power 
2,625,000	
 	
 	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 
2,625,000	
 	
 	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o	
 	
 	13.	Percent of Class Represented by Amount in Row (11) 
3.4%	
 	
 	14.	Type of Reporting Person (See Instructions) 
PN	

9

 

CUSIP No.   891861106	
 	
 	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jeffrey L. Gendell	
 	
 	2.	Check the Appropriate Box if a Member of a Group (See Instructions)	
 	 	(a)	  x	
 	 	(b)	  o	
 	
 	3.	SEC Use Only	
 	
 	4.	Source of Funds (See Instructions)
OO	
 	
 	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o	
 	
 	6.	Citizenship or Place of Organization
United States	
 	
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With	7.	Sole Voting Power
 -0-	
	 	
	8.	Shared Voting Power 
29,076,239	
	 	
	9.	Sole Dispositive Power 
-0-	
	 	
	10.	Shared Dispositive Power 
29,076,239	
 	
 	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 
29,076,239	
 	
 	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o	
 	
 	13.	Percent of Class Represented by Amount in Row (11) 
38.1%	
 	
 	14.	Type of Reporting Person (See Instructions) 
IN	

10

 

Item 1.	Security and Issuer	
 	This Amendment No. 3 to Schedule 13D is being filed by the Reporting Persons to further amend the Schedule 13D originally filed on March 5, 2007 and amended on August 29, 2007 and October 26, 2007 (the “Schedule 13D”), relating to the common stock, $0.001 par value per share (the “Common Stock”), of Tower Tech Holdings Inc. (the “Company”).  The Company’s principal executive offices are located at 101 South 16 th Street, P.O. Box 1957, Manitowoc, Wisconsin 54221-1957.	
 	 	
Item 2.	Identity and Background	
 	(a)    This statement is filed by:
(i) Tontine Capital Partners, L.P., a Delaware limited partnership (“TCP”), with respect to the shares of Common Stock directly owned by it;
(ii) Tontine Capital Management, L.L.C., a Delaware limited liability company (“TCM”), with respect to the shares of Common Stock directly owned by each of TCP and T25;
(iii) Tontine Capital Overseas Master Fund, L.P. a Cayman Islands limited partnership (“TMF”) with respect to shares of Common Stock directly owned by it;
(iv) Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company (“TCO”), with respect to shares of Common Stock owned by TMF;
(v) Tontine Partners, L.P., a Delaware limited partnership (“TP”), with respect to the shares of Common Stock directly owned by it;
(vi) Tontine Management, L.L.C., a Delaware limited liability company (“TM”), with respect to the shares of Common Stock directly owned by TP;
(vii) Tontine Overseas Associates, L.L.C., a Delaware limited liability company (“TOA”), with respect to the shares of Common Stock directly owned by Tontine Overseas Fund, Ltd., a Cayman Islands exempted company (“TOF”);
(viii) Tontine 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership (“T25”), with respect to the shares of Common Stock directly owned by it; and
(ix) Jeffrey L. Gendell (“Mr. Gendell”) with respect to the shares of Common Stock directly owned by each of TCP, TMF, TP, TOF and T25.
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b)     The address of the principal business and principal office of each of TCP, TCM, TMF, TCO, TP, TM, TOF, TOA and T25 is 55 Railroad Avenue, 1 st Floor, Greenwich, Connecticut 06830.  The business address of Mr. Gendell is 55 Railroad Avenue, 1 st Floor, Greenwich, Connecticut 06830.
(c)     The principal business of each of TMF, TCP, TP and T25 is serving as a private investment limited partnership.  The principal business of TCM is serving as the general partner of both TCP and T25.  The principal business of TCO is serving as the general partner of TMF.  The principal business of TM is serving as the general partner of TP.  The principal business of TOA is serving as the investment advisor of TOF.  Mr. Gendell serves as the managing member of TCM, TCO, TM and TOA.
(d)     None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 
(e)     None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. 
(f)      Each of TCP and TP is a limited partnership organized under the laws of the State of Delaware.  Each of TCO, TCM, TM and TOA is a limited liability company organized under the laws of the State of Delaware.  Each of TMF and T25 is a limited partnership organized under the laws of the Cayman Islands.  Mr. Gendell is a United States citizen.	
 
11

 

Item 3.	Source and Amount of Funds or Other Consideration	
 	On October 29, 2007, TMF, TP and TOF entered into a Securities Purchase Agreement (the “Directors SPA”) with, Raymond L. Brickner III (“Brickner”), Terence P. Fox (“Fox”) and Daniel P. Wergin (“Wergin” and collectively with Brickner and Fox, the “Sellers”), pursuant to which (i) TMF purchased 40,428 shares of Common Stock of the Company from Fox and 159,572 shares of Common Stock of the Company from Wergin for an aggregate purchase price of $1,200,000; (ii) TP purchased 1,000,000 shares of Common Stock of the Company from Brickner and 309,572 shares of Common Stock of the Company from Fox for an aggregate purchase price of $7,857,432; and (iii) TOF purchased 200,000 shares of Common Stock of the Company from Wergin for a purchase price of $1,200,000, for a total purchase by TMF, TP and TOF from the Sellers of 1,709,572 shares (the “Directors Shares”) with an aggregate purchase price of $10,257,432 in cash. The purchase of the Directors Shares by TMF, TP and TOF was consummated on November 1, 2007. 
Mr. Gendell, TCO, TCM, TM and TOA do not directly own any shares of Common Stock.  All of the Directors Shares were purchased with working capital and on margin.  The Reporting Persons’ margin transactions are with UBS Securities LLC, on such firm’s usual terms and conditions.  All or part of the shares of Common Stock directly owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons.  Such loans bear interest at a rate based upon the broker’s call rate from time to time in effect.  Such indebtedness may be refinanced with other banks or broker dealers.	
 	 	
Item 4.	Purpose of Transaction	
 	The Reporting Persons have acquired the Directors Shares for investment purposes and in the ordinary course of business.  The Reporting Persons may acquire additional securities of the Company or dispose of securities of the Company at any time and from time to time in the open market or otherwise.  In addition, on October 19, 2007, pursuant to a Securities Purchase Agreement dated August 22, 2007 (the “Company SPA”) (i) TMF, TP, TOF and T25 purchased a total of 12,500,000 shares of Common Stock of the Company from the Company for an aggregate purchase price of $50,000,000, and (ii) TMF, TP and TOF (each, a “Holder”) each purchased a Senior Subordinated Promissory Note from the Company (each, a “Note”), with the Notes having an aggregate principal amount of approximately $25,000,000.  Each Holder will have the right to convert both (i) the outstanding principal of the Holder’s Note, and (ii) any interest thereon (including both paid-in-kind interest and accrued and unpaid interest) into newly issued shares of Common Stock of the Company at a conversion rate of $7.50 per share (the “Conversion Rights”).  The Conversion Rights shall become effective on January 19, 2008, provided that the Conversion Rights may not be exercised during the six-month period following the date on which the Company files a registration statement with the Securities and Exchange Commission for the purpose of registering shares to be offered by the Company in a rights offering to its shareholders.
Pursuant to the Company SPA, so long as the Reporting Persons hold a certain percentage of Common Stock, they will have the right to appoint up to three nominees to the Company’s Board of Directors, and the right to appoint a representative to observe meetings of the respective Board and committee meetings of the Company and its subsidiaries.  On October 24, 2007, the Company appointed James M. Lindstrom, William M. Barrett and Charles H. Beynon, Tontine’s nominees, to its Board of Directors.  The Company has agreed that it shall limit the number of directors serving on its board to no more than nine directors for so long as the Reporting Persons have the right to appoint at least one director to the Company’s Board of Directors. 
Under the terms of the Company SPA, the Company has approved the acquisition by the Reporting Persons of up to 40% of its outstanding Common Stock, on a fully diluted basis, such that the Reporting Persons will not be subject to certain restrictions set forth in the Nevada Revised Statutes.  The Company has also agreed that it shall not revoke such approval and that it will use its best efforts to ensure that any future acquisitions by TCP and TMF (up to 40% of the outstanding Common Stock on a fully diluted basis) shall not be subject to anti-takeover provisions included in any of the Company’s organizational documents or the laws or regulations of any governmental authority.  The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests.   
Pursuant to a Registration Rights Agreement dated March 1, 2007, and amended on October 19, 2007, the Company is required to file a shelf registration statement and grant to grant to the Reporting Persons (and their qualifying transferees), certain demand and “piggyback” registration rights in connection with their shares of Common Stock. 
TCP and TMF have entered into an agreement with J. Cameron Drecoll, Patrick Rosmonowski, Dennis Palmer and Noel Davis (collectively, the “Former BF Shareholders”), the former shareholders of Brad Foote Gear Works, Inc., a corporation that was acquired by the Company on October 19, 2007, whereby (i) TCP and TMF agreed that, so long as the Former BF	
 
12

 

 	Shareholders collectively own at least 15% of the Common Stock of the Company, TCP and TMF and their affiliates would vote their shares of the Common Stock of the Company in favor of the election of J. Cameron Drecoll as a director of the Company, and (ii) the Former BF Shareholders agreed that, so long as the Reporting Persons have the right to appoint at least one director to the Board of Directors of the Company (in connection with their rights under the Company SPA or the Securities Purchase Agreement among TCP, TMF and the Company dated March 1, 2007), the Former BF Shareholders would vote their shares of Common Stock of the Company in favor of the election of those individuals appointed by the Reporting Persons.
Except as set forth above, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of a registration	
 	 	
Item 5.	Interest in Securities of the Issuer	
 	The following disclosure of share ownership by the Reporting Persons is as of the date of this Amendment No. 3 to Schedule 13D, and includes the Directors Shares, but does not include the shares of Common Stock that shall be issued to a Holder of a Note upon such Holder’s exercise of its Conversion Rights.
A. Tontine Capital Partners, L.P.
(a)  Aggregate number of shares beneficially owned: 11,893,334.   Percentage: 15.6%.  The percentages used herein and in the rest of Item 5 are calculated based upon 76,260,914 shares of Common Stock of the Company issued and outstanding as of the date of this Amendment (which consists of 47,724,464 shares of Common Stock issued and outstanding as of August 22, 2007 (as reflected in Section 4.3 of the Company SPA, included as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 24, 2007), plus 12,500,000 shares issued by the Company under the Company SPA, plus 16,036,450 shares issued to the Former Brad Foote Shareholders as partial consideration for the Company’s acquisition of Brad Foote (as reflected in Item 2.01 of the Company’s Current Report on Form 8-K filed on October 24, 2007), but does not include the shares of Common Stock issuable to a Holder of a Note upon such Holder’s exercise of its Conversion Rights).
(b)    1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote:  11,893,334
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:  11,893,334
(c)  TCP has not engaged in any transactions in the Common Stock of the Company since the filing of Amendment 2 to this Schedule 13D by the Reporting Persons on October 26, 2007.
(d)  TCM, the general partner of TCP, has the power to direct the affairs of TCP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares.  Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations.
(e)  Not applicable.	
 
13

 

 	B.   Tontine Capital Management, L.L.C.
(a)    Aggregate number of shares beneficially owned:  14,518,334.   Percentage:  19.0%. 
(b)    1. Sole power to vote or direct vote:  -0-
2. Shared power to vote or direct vote:  14,518,334
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:  14,518,334
(c)    TCM has not engaged in any transactions in the Common Stock of the Company since the filing of Amendment 2 to this Schedule 13D by the Reporting Persons on October 26, 2007.
(d)   Not applicable.	
 	C.   Tontine Capital Overseas Master Fund, L.P.
(a)    Aggregate number of shares beneficially owned: 4,955,194.   Percentage: 6.5%. 
(b)    1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote:  4,955,194
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:  4,955,194
(c)    Pursuant to the Directors SPA, on November 1, 2007, TMF purchased 200,000 shares of Common Stock of the Company for $6.00 per share.
(d)   TCO, the general partner of TMF, has the power to direct the affairs of TMF, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares.  Mr. Gendell is the Managing Member of TCO and in that capacity directs its operations.
(e)    Not applicable.	
 	D.   Tontine Capital Overseas GP, L.L.C.
(a)    Aggregate number of shares beneficially owned: 4,955,194.   Percentage: 6.5%. 
(b)    1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote:  4,955,194
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:  4,955,194
(c)    TCO has not engaged in any transactions in the Common Stock of the Company since the filing of Amendment 2 to this Schedule 13D by the Reporting Persons on October 26, 2007.  Pursuant to the Directors SPA, on November 1, 2007, TMF purchased 200,000 shares of Common Stock of the Company for $6.00 per share.
(d)   Not applicable.
(e)    Not applicable.
E.   Tontine Partners, L.P.
(a)    Aggregate number of shares beneficially owned: 6,206,575.   Percentage: 8.1%. 
(b)    1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote:  6,206,575
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:  6,206,575

14

 

 	(c)    Pursuant to the Directors SPA, on November 1, 2007, TP purchased 1,309,572 shares of Common Stock of the Company for $6.00 per share.
(d)    TM, the general partner of TP, has the power to direct the affairs of TP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares.  Mr. Gendell is the Managing Member of TM and in that capacity directs its operations.
(e)    Not applicable.
F.   Tontine Management, L.L.C.
(a)    Aggregate number of shares beneficially owned: 6,206,575.   Percentage: 8.1%. 
(b)    1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote:  6,206,575
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:  6,206,575
(c)    TM has not engaged in any transactions in the Common Stock of the Company since the filing of Amendment 2 to this Schedule 13D by the Reporting Persons on October 26, 2007.  Pursuant to the Directors SPA, on November 1, 2007, TP purchased 1,309,572 shares of Common Stock of the Company for $6.00 per share.
(d)   Not applicable.
(e)    Not applicable.
G.   Tontine Overseas Associates, L.L.C.
(a)    Aggregate number of shares beneficially owned: 3,396,136.   Percentage: 4.5%. 
(b)    1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote:  3,396,136
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:  3,396,136
(c)   TOA has not engaged in any transactions in the Common Stock of the Company since the filing of Amendment 2 to this Schedule 13D by the Reporting Persons on October 26, 2007.  Pursuant to the Directors SPA, on November 1, 2007, TOF purchased 200,000 shares of Common Stock of the Company for $6.00 per share.
(d)   Each of the clients of TOA has the power to direct the receipt of dividends from or the proceeds of the sale of the shares of the Company.  Mr. Gendell is the Managing Member of TOA and in that capacity directs its operations.
(e)   Not applicable.
H.   Tontine 25 Overseas Master Fund, L.P.
(a)   Aggregate number of shares beneficially owned: 2,625,000.  Percentage: 3.4%. 
(b)    1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote:  2,625,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:  2,625,000
(c)   T25 has not engaged in any transactions in the Common Stock of the Company since the filing of Amendment 2 to this Schedule 13D by the Reporting Persons on October 26, 2007.
(d)   TCM, the general partner of T25, has the power to direct the affairs of T25, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares.  Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations.
(e)   Not applicable.	
 
15

 

 	I.    Jeffrey L. Gendell
(a)    Aggregate number of shares beneficially owned: 29,076,239.   Percentage: 38.1%.
(b)    1. Sole power to vote or direct vote:  -0-
2. Shared power to vote or direct vote:  29,076,239
3. Sole power to dispose or direct the disposition:  -0-
4. Shared power to dispose or direct the disposition:  29,076,239
(c)    Mr. Gendell has not engaged in any transactions in the Common Stock of the Company since the filing of Amendment 2 to this Schedule 13D by the Reporting Persons on October 26, 2007.  Pursuant to the Directors SPA, on November 1, 2007, TMF purchased 200,000 shares of Common Stock of the Company for $6.00 per share, TP purchased 1,309,572 shares of Common Stock of the Company for $6.00 per share, and TOF purchased 200,000 shares of Common Stock of the Company for $6.00 per share.
(d)   Not applicable.
(e)    Not applicable.	
 	 	
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer	
 	A.   Directors SPA
On October 29, 2007, TMF, TP, TOF and the Sellers entered into the “Directors SPA”, pursuant to which (i) TMF purchased 40,428 shares of Common Stock of the Company from Fox and 159,572 shares of Common Stock of the Company from Wergin for an aggregate purchase price of $1,200,000; (ii) TP purchased 1,000,000 shares of Common Stock of the Company from Brickner and 309,572 shares of Common Stock of the Company from Fox for an aggregate purchase price of $7,857,432; and (iii) TOF purchased 200,000 shares of Common Stock of the Company from Wergin for a purchase price of $1,200,000, for a total purchase by TMF, TP and TOF from the Sellers of 1,709,572 shares (the “Directors Shares”) with an aggregate purchase price of $10,257,432 in cash. The purchase of the Directors Shares by TMF, TP and TOF was consummated on November 1, 2007.  The Directors SPA contains standard representations and warranties, as well as other customary terms and conditions.
The foregoing summary of the Directors SPA does not purport to be complete and is qualified in its entirety by reference to Exhibit 1, which is incorporated by reference herein.  
Except as described in the Schedule 13D, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.	
 	 	
Item 7.	Material to Be Filed as Exhibits	
 	1.  Director SPA, dated October 29, 2007, by and among Tontine Capital Overseas Master Fund, L.P., Tontine Capital Partners, L.P., Tontine Overseas Fund, Ltd., Raymond L. Brickner III, Terence P. Fox and Daniel P. Wergin.	
 
16

 
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 	November 13, 2007	
 	Date	
 	
/s/ Jeffrey L. Gendell	
 	Signature	
 	
Jeffrey L. Gendell, individually, as managing member of Tontine Capital Management, L.L.C., general partner of Tontine Capital Partners, L.P. and Tontine 25 Overseas Master Fund, L.P., as managing member of Tontine Capital Overseas GP, L.L.C., general partner of Tontine Capital Overseas Master Fund, L.P., as managing member of Tontine Management, L.L.C., general partner of Tontine Partners, L.P., and as managing member of Tontine Overseas Associates, L.L.C., investment advisor of Tontine Overseas Fund, Ltd.	
 	Name/Title	
 
17

Exhibit 1
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is made as of this 29th day of October, 2007, by and among TONTINE CAPITAL OVERSEAS MASTER FUND, L.P., a Cayman Islands limited partnership (“ TCPO ” and a “ Buyer ”), TONTINE PARTNERS, L.P., a Delaware limited partnership (“ TP ” and a “ Buyer ”), TONTINE OVERSEAS FUND, LTD., a Cayman Islands exempted company (“ TOF ”, a “ Buyer ” and collectively with TCPO and TP, the “ Buyers ”), RAYMOND L. BRICKNER III (“ Brickner ” and a “ Seller ”), TERENCE P. FOX (“ Fox ” and a “ Seller ”), and DANIEL P. WERGIN (“ Wergin ”, a “ Seller ” and collectively with Brickner and Fox, the “ Sellers ”).
 
RECITAL
Each Seller wishes to sell to the Buyers and the Buyers wish to purchase from each Seller the number of shares of the common stock, $0.001 par value per share, of Tower Tech Holdings Inc., a Nevada corporation with its main office located in Manitowoc, Wisconsin (the “ Company ”), represented by the certificate numbers as set forth on Exhibit A attached hereto (all of such shares, in the aggregate, the “ Stock ”), all on the terms and conditions set forth in this Agreement.
NOW, THEREFORE , in consideration of the foregoing premises and the mutual promises, covenants and agreements hereinafter set forth, the parties hereby agree as follows:
AGREEMENTS
SECTION 1.  Sale and Purchase of Stock .  On the terms and subject to the conditions hereinafter set forth, each Seller agrees to sell, transfer and assign the Stock, free and clear of all security interests, liens, claims, encumbrances, pledges, options, charges and restrictions (on transferability or otherwise), except for any restrictions on transfer arising pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), to the Buyers and the Buyers agree to purchase the Stock from each Seller as set forth on Exhibit A attached hereto.  The purchase price for the Stock shall be $6.00 per share and shall equal the aggregate of the dollar amounts identified as the purchase price set forth on Exhibit A attached hereto (the “ Purchase Price ”).
SECTION 2.  Closing .
(a)           Subject to the terms of this Agreement, the closing of the purchase and sale of the Stock (the “ Closing ”) shall be held on the date hereof, or such other time as may be mutually agreed to by the Buyers and each Seller (the “ Closing Date ”), at the offices of Barack Ferrazzano Kirschbaum & Nagelberg LLP, 200 West Madison Street, Suite 3900, Chicago, Illinois 60606 or at such other location or by such other method (including exchange of signed documents) as may be mutually agreed to by the Buyers and each Seller.
(b)           At the Closing: (i) each Seller shall deliver the certificates representing the Stock, together with duly executed Assignments Separate from Certificate, to the Company’s transfer

 
agent (the “ Transfer Agent ”), together with such other documents requested by the Transfer Agent, including irrevocable transfer instructions acceptable to the Buyers in their reasonable discretion (the “ Transfer Instructions ”) as may be necessary for the transfer of record ownership of the Stock to the Buyers on the stock records of the Company; (ii) upon the Buyers’ receipt of confirmation reasonably satisfactory to the Buyers from the Transfer Agent that the Transfer Agent is prepared to transfer record ownership of the Stock to the Buyers in accordance with Clause (i) of this paragraph, the Buyers shall deliver the Purchase Price in immediately available funds to each Seller in the respective amounts shown on Exhibit A attached hereto by certified cashier’s check payable to each Seller or by wire transfer to an account designated by each Seller to the Buyers in writing at least two (2) business days prior to the Closing Date; and (iii) upon the Buyers’ delivery of the Purchase Price and in accordance with the Transfer Instructions, the Transfer Agent shall take such action, as may be reasonably necessary to transfer record ownership of the Stock to the Buyers on the stock transfer records of the Company.
SECTION 3.  Representations and Warranties of each Seller .  Each Seller hereby represents and warrants to the Buyers as follows:
(a)           Ownership of Stock .  Each Seller is the sole lawful and beneficial owner of the Stock as set forth on Exhibit A and the Stock is free and clear of any security interest, claim, lien, pledge, option, encumbrance, or restriction (on transferability or otherwise) whatsoever, except for any restrictions on transfer arising pursuant to the Securities Act in law or in equity, and except with respect to that certain Right of First Offer/Refusal Letter Agreement dated March 1, 2007, as applicable, and the delivery to the Buyers of the Stock in the manner set forth in this Agreement will convey to the Buyers lawful, valid, and indefeasible title thereto, free and clear of any security interest, claim, lien, pledge option, encumbrance, or restriction (on transferability or otherwise) whatsoever, except for any restrictions on transfer arising pursuant to the Securities Act.
(b)           Enforceability .  This Agreement constitutes the legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws in effect that limit creditors’ rights generally; (ii) equitable limitations on the availability of specific remedies; and (iii) principles of equity (regardless of whether such enforcement is considered in a proceeding in law or in equity).
(c)           Brokers and Finders .  None of the Sellers nor any person acting on behalf of any Seller has employed any broker, agent or finder or incurred any liability for any brokerage fees, agents’ commissions or finders’ fees in connection with the transactions contemplated herein.
(d)           No Conflicts .  The execution, delivery and performance of this Agreement, as well as the consummation of the transactions contemplated hereby, will not (i) require any of the Sellers to obtain the consent or approval of, or make any filing with, any person or public authority; (ii) constitute or result in a breach or violation of, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on the Stock pursuant to any terms and provisions of any agreement or instrument to which any of the Sellers or, to each Seller’s knowledge, the Company, is a party to or by which
 
2

the Stock is bound; or (iii) violate any law, regulation, judgment, ruling, injunction or order applicable to the Seller or by which the Stock is bound.
(e)           Authority .  Each of the Sellers has the legal competence, full power, and authority to enter into, deliver, and perform this Agreement and to consummate the transactions contemplated herein.
(f)            No Litigation .  Except as disclosed on Schedule 4.7 to that certain Securities Purchase Agreement dated as of August 22, 2007, by and among Buyers and the Company (the “ Company SPA ”), there is no litigation or proceeding, in law or in equity, and there are no proceedings or governmental investigations before any commission or other administrative authority pending or, to the knowledge of each Seller, threatened against any Seller or the Company that challenges or may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement.
(g)           SEC Documents; Financial Statements of the Company .
(i)            Except as disclosed on Schedule 4.5 to the Company SPA, since December 31, 2006, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)  (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “ SEC Documents ”), or has timely filed for a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension.  As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(ii)           As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, year end adjustments or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
 
3

 
(h)           Anti-Takeover Protections .  As of the date hereof, the Company had less than 200 “stockholders of record” and is not considered a “resident domestic corporation” for purposes of §78.411 through §78.444 of the Nevada Revised Statutes.  In addition, the Company has opted out of the provisions of the Nevada Revised Statutes pertaining to the acquisition of a controlling interest (§78.378 to §78.3793).
SECTION 4.  Representations and Warranties of the Buyers .  Each Buyer hereby represents and warrants to each Seller as follows:
(a)           Enforceability .  This Agreement constitutes the legal, valid and binding obligation of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws in effect that limit creditors’ rights generally; (ii) equitable limitations on the availability of specific remedies; and (iii) principles of equity (regardless of whether such enforcement is considered in a proceeding in law or in equity).
(b)           Disclosure .  Such Buyer has received all requested information from each Seller necessary to make a decision to buy the Stock.
(c)           Authority .  Such Buyer has the full power and authority to enter into, deliver, and perform this Agreement and to consummate the transactions contemplated herein.
(d)           No Conflicts .  The execution, delivery and performance of this Agreement, as well as the consummation of the transactions contemplated hereby, will not (i) require such Buyer to obtain consent or approval of any person or public authority, except as provided in this Agreement, (ii) constitute or result in a breach or violation of, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement or instrument to which such Buyer is a party; or (iii) violate any law, regulation, judgment, ruling, injunction or order applicable to such Buyer.
(e)           Investment Representations .
(i)            Such Buyer confirms that: (A) the Stock will be acquired by such Buyer for investment only, for its own account and not as a nominee or agent and not with a view to the sale or distribution of any part thereof in violation of applicable Federal and state securities laws; and (B) such Buyer has no current intention of selling, granting participation in or otherwise distributing the Stock in violation of applicable Federal and state securities.  By executing this Agreement, such Buyer further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Stock in violation of applicable Federal and state securities laws.
(ii)           Such Buyer understands that the Stock has not been registered under the Securities Act on the basis that the sale provided for in this Agreement is exempt from registration under the Securities Act and that each Seller’s reliance on such exemption is predicated on the representations and warranties of such Buyer set forth herein.
 
4

 
(iii)         Such Buyer represents that it is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its purchase of the Stock.  Such Buyer further represents that it is familiar with the business and financial condition, properties and operations of the Company, as described in the Company’s filings with the Securities and Exchange Commission, and that it has had, during the course of the transactions contemplated hereby and prior to its purchase of Stock, the opportunity to ask questions of, and receive answers from, the Company concerning its purchase of the Stock.  Such Buyer has made such independent investigation of the Company as such Buyer deems to be necessary or advisable in connection with this investment.
(iv)          Such Buyer represents that it will not sell, transfer or otherwise dispose of the Stock without registration under the Securities Act and applicable state securities laws, or an exemption therefrom. Such Buyer understands that, in the absence of an effective registration statement covering the Stock or an available exemption from registration under the Securities Act and applicable state securities laws, the Stock must be held indefinitely.  In particular, such Buyer acknowledges that it is aware that the Stock may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of such rule are met.  Among the current conditions for use of Rule 144 by certain holders is the availability to the public of current information about the Company, and such information may not be available.
(v)            Such Buyer represents that it (A) is capable of bearing the economic risk of holding the unregistered Stock for an indefinite period of time and has adequate means for providing for its current needs and contingencies, (B) can afford to suffer a complete loss of this investment and (C) understands all risk factors related to the purchase of the Stock.
(vi)          Such Buyer understands that the purchase of the Stock involves a high degree of risk, that while there is an established market for the Stock, the average trading volume is too low to effectively support sale of all or a significant portion of the Stock at one time in the open market.
(f)            Brokers and Finders .  Such Buyer or any person acting on behalf of such Buyer has not employed any broker, agent or finder or incurred any liability for any brokerage fees, agents’ commissions or finders’ fees in connection with the transactions contemplated herein.
(g)           No Litigation .  There is no litigation or proceeding, in law or in equity, and there are no proceedings or governmental investigations before any commission or other administrative authority pending or, to the knowledge of such Buyer, threatened against such Buyer that challenges or may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated by this Agreement.
SECTION 5.  Legends; Stop Transfer .
(a)           Legend .  The Buyers acknowledge that all certificates evidencing the Stock shall bear the following legend:
 
5

 
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”).  THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATION. ”
(b)           State Legends .  The certificates evidencing the Stock shall also bear any legend required by any applicable state securities law.
(c)           Stop Transfer .  The Buyers acknowledges that the Company shall be entitled to make a notation regarding the restrictions on transfer of the Stock in its stock books, and the Stock shall be transferred on the books of the Company only if transferred or sold pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an available exemption from registration under the Securities Act and applicable state securities laws and an opinion of counsel reasonably satisfactory to the Company and its counsel that registration is not required.
SECTION 6.  Conditions Precedent to Obligations of the Buyers .  The obligation of the Buyers to purchase the Stock is conditioned upon:
(a)           Representations and Warranties .  The truth and accuracy in all material respects of the representations and warranties of each Seller set forth in Section 3 as of the date when made, and at the Closing as though made on the Closing Date (except for representations and warranties that relate to a particular date, which shall be true and accurate as of such date).
(b)           Covenants .  The performance, on or prior to the Closing Date, by each Seller of all other obligations and covenants required to be performed or to be complied with by each Seller under this Agreement.
SECTION 7.  Conditions Precedent to Obligations of each Seller .  The obligations of each Seller hereunder are conditioned upon:
(a)           Representations and Warranties .  The truth and accuracy in all material respects of the representations and warranties of the Buyers set forth in Section 4 as of the date when made, and at the Closing as though made on the Closing Date (except for representations and warranties that relate to a particular date, which shall be true and accurate as of such date).
(b)           Covenants .  The performance, on or prior to the Closing Date, by the Buyers of all obligations and covenants required to be performed or to be complied with by the Buyers under this Agreement.
SECTION 8.  Survival of Representations .  All representations, warranties, and agreements made in this Agreement, or pursuant hereto, shall survive the Closing and any investigation at
 
6

 
any time made by or on behalf of the parties for a period of three (3) years following the Closing Date .
SECTION 9.  The Sellers’ Efforts .  At any time, and from time to time, each Seller shall, without further consideration, execute and deliver such other instruments of transfer or other documents, and shall otherwise cooperate and use reasonable efforts to cause to be timely fulfilled the conditions and covenants set forth in this Agreement.
SECTION 10.  Notices .  Any notices required or permitted to be given hereunder shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party.  The addresses for such communications are set forth on the signature page to the Agreement.  Each party shall provide notice to the other party of any change in address.
SECTION 11.  Governing Law .  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin.
SECTION 12.  Entire Agreement .  This Agreement supersedes any and all oral or written agreements heretofore made relating to the subject matter hereof and constitutes the entire agreement of the parties relating to the subject matter hereof.  This Agreement may be amended only by a writing executed by the Buyers and by the Sellers.
SECTION 13.  No Implied Rights or Remedies .  Except as otherwise expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person, other than the Buyers and the Sellers, any rights or remedies under or by reason of this Agreement.
SECTION 14.  No Waiver, Etc .  No failure on the part of any of the parties hereto to exercise, no delay in exercising and no course of dealing with respect to, any right or remedy hereunder will operate as a waiver thereof.  No single or partial exercise of any right or remedy hereunder will preclude any other further exercise thereof or the exercise of any other right or remedy.
SECTION 15.  Headings .  The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of this Agreement.
SECTION 16.  Successors and Assigns .  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and legal representatives.
SECTION 17.  Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each party and delivered to the parties hereto.  This Agreement, once executed by a party, may be delivered to
 
7

 
the other parties hereto by electronic transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
SECTION 18.  Expenses .  Irrespective of whether the Closing is effected, each Buyer and each Seller shall pay the respective costs and expenses that they incur with respect to the negotiation, execution, delivery and performance of the Agreement, including all fees and expenses of agents, representatives, counsel and accountants.
SECTION 19.  Knowledge .  The term “knowledge” as used herein shall mean the actual knowledge after due inquiry of each Seller.
 
[The Remainder of this Page is Intentionally Left Blank]
 
8

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

 	 	BUYERS:	
 	 	 	
 	 	TONTINE CAPITAL OVERSEAS MASTER FUND, L.P.	
 	 	 	
 	 	By:	 	Tontine Capital Overseas GP, LLC, its general partner	
 	 	 	 	 	
 	 	By:	 	/s/ Jeffrey L. Gendell	
 	 	 	 	Jeffrey L. Gendell, as managing member	
 	 	 	 	 	
 	 	55 Railroad Avenue, 1st Floor	
 	 	Greenwich, Connecticut 06830	

 	 	TONTINE PARTNERS, L.P.	
 	 	 	
 	 	By:	 	Tontine Management, LLC, its general partner	
 	 	 	 	 	
 	 	By:	 	/s/ Jeffrey L. Gendell	
 	 	 	 	Jeffrey L. Gendell, as managing member	
 	 	 	 	 	
 	 	55 Railroad Avenue, 1st Floor	
 	 	Greenwich, Connecticut 06830	

 	 	TONTINE OVERSEAS FUND, LTD.	
 	 	 	
 	 	By:	 	Tontine Overseas Associates, L.L.C., its investment advisor	
 	 	 	 	 	
 	 	By:	 	/s/ Jeffrey L. Gendell	
 	 	 	 	Jeffrey L. Gendell, as managing member	
 	 	 	 	 	
 	 	55 Railroad Avenue, 1st Floor	
 	 	Greenwich, Connecticut 06830	

 
S-1

 

 	 	SELLERS:	

 	 	/s/ Raymond L. Brickner III	
 	 	Raymond L. Brickner III	

 	 	Address:	

 	 	 	

 	 	 	

 	 	/s/ Terence P. Fox	
 	 	Terence P. Fox	

 	 	Address:	

 	 	 	

 	 	 	

 	 	/s/ Daniel P. Wergin	
 	 	Daniel P. Wergin	

 	 	Address:	

 	 	 	

 	 	 	

 
S-2

 
EXHIBIT A
Stock

Owner	 	Certificate
Number	 	Number of
Shares	 	Buyer	 	Purchase
Price	 	
Raymond L. Brickner, III	 	 	 	1,000,000	 	TP	 	$	6,000,000	 	
 	 	 	 	 	 	 	 	 	 	
Terence P. Fox	 	 	 	309,572	 	TP	 	$	1,857,432	 	
 	 	 	 	 	 	 	 	 	 	
Terence P. Fox	 	 	 	40,428	 	TCPO	 	$	242,568	 	
 	 	 	 	 	 	 	 	 	 	
Daniel P. Wergin	 	 	 	159,572	 	TCPO	 	$	957,432	 	
 	 	 	 	 	 	 	 	 	 	
Daniel P. Wergin	 	 	 	200,000	 	TOF	 	$	1,200,000	 	

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