UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  October 31, 2008
 
Broadwind Energy, Inc.
(Exact name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)

0-31313	 	88-0409160	
(Commission File Number)	 	(IRS Employer	
 	 	Identification No.)	
 
47 East Chicago Avenue, Suite 332
Naperville, Illinois 60540
(Address of Principal Executive Offices and Zip Code)
 
(630) 637-0315
(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 1.01               Entry into a Material Definitive Agreement
 
On October 31, 2008, Broadwind Energy, Inc. (the “Company”) executed an amendment (the “Amendment”) to its existing Registration Rights Agreement with Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., Tontine Partners, L.P., Tontine Overseas Fund, Ltd. and Tontine 25 Overseas Master Fund, L.P. (collectively, “Tontine”), pursuant to which the Company has agreed to register Tontine’s shares for resale. The amendment extends the deadline for the Company’s obligation to file a registration statement to December 31, 2008.
 
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.
 
Item 9.01               Financial Statements and Exhibits.

(d)	 	 	 	Exhibits:	
 	 	10.1	 	Amendment No. 4, dated October 31, 2008, to Registration Rights Agreement dated March 1, 2007 and amended October 19, 2007, July 18, 2008 and September 12, 2008, among Broadwind Energy, Inc., Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., Tontine Partners, L.P., Tontine Overseas Fund, Ltd. and Tontine 25 Overseas Master Fund, L.P.	
 
2

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:  November 4, 2008

 	BROADWIND ENERGY, INC.	

 	/s/ Matthew J. Gadow	
 	Matthew J. Gadow	
 	Chief Financial Officer	
 
3

 
EXHIBIT INDEX
 
Broadwind Energy, Inc.
Form 8-K Current Report

Exhibit	 	 	
Number	 	Description	
 	 	 	
10.1	 	Amendment No. 4, dated October 31, 2008, to Registration Rights Agreement dated March 1, 2007 and amended October 19, 2007, July 18, 2008 and September 12, 2008, among Broadwind Energy, Inc., Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., Tontine Partners, L.P., Tontine Overseas Fund, Ltd. and Tontine 25 Overseas Master Fund, L.P.	
 
4

Exhibit 10.1
 
AMENDMENT NO. 4 TO REGISTRATION RIGHTS AGREEMENT
 
This AMENDMENT NO. 4 TO REGISTRATION RIGHTS AGREEMENT (this “ Amendment ”), dated as of October 31, 2008, is entered into by and among Broadwind Energy, Inc. (f/k/a Tower Tech Holdings Inc.), a Delaware corporation (the “ Company ”) and the undersigned stockholders (the “ Stockholders ”) of the Company.
 
RECITALS
 
A.             The Registration Rights Agreement dated as of March 1, 2007, as amended October 19, 2007, July 18, 2008 and September 12, 2008, by and among the Company and the Stockholders (the “ Registration Rights Agreement ”) provides that pursuant to Section 4.3, it may be amended only with the written consent of the Company and the Designated Holders of a majority of the Registrable Securities.
 
B.             Pursuant to Section 2.2(a) of the Registration Rights Agreement, the Company is required to file a registration statement (the “ Registration Statement ”) on Form S-3 (or such other appropriate registration form of the SEC) to register shares of Registrable Securities held by the Stockholders no later than October 31, 2008 (the “ Registration Rights ”).
 
C.             The Company and the Stockholders desire to amend the Registration Rights Agreement, as set forth herein and subject to the terms of this Amendment, to extend the period of time that may pass before the Company is required to file its initial Registration Statement pursuant to Section 2.2(a) of the Registration Rights Agreement.
 
D.             The Stockholders are holders of Registrable Securities and are entitled to the Registration Rights.
 
E.              Capitalized terms used and not defined in this Amendment are defined in the Registration Rights Agreement.
 
AGREEMENT
 
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, intending to be legally bound, the parties hereto hereby agree as follows:
 
ARTICLE 1
AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
 
1.1            Amendments to the Registration Rights Agreement .  Clause (a) of the definition of “Filing Date” set forth in Article I of the Registration Rights Agreement is hereby amended by deleting the two references to “October 31, 2008” and replacing them with “December 31, 2008.”
 
ARTICLE 2
MISCELLANEOUS
 
2.1            Effectiveness .        This Amendment shall be deemed effective as of the date first written above, as if executed by all parties hereto on such date.  Except as specifically modified by the terms set forth herein, the parties hereto acknowledge and agree that the Registration Rights Agreement is in full force and effect.  All references in the Registration Rights Agreement to the “Agreement” shall be

 
deemed to refer to the Registration Rights Agreement as amended October 19, 2007, July 18, 2008, September 12, 2008 and as amended by this Amendment.
 
2.2            Further Assurances .  Each party agrees that, from time to time upon the written request of the other party, it will execute and deliver such further documents and do such other acts and things as the other party may reasonably request to effect the purposes of this Amendment.
 
2.3            Severability .  Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.
 
2.4            Counterparts .  This Amendment may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
2.5            Governing Law .  This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws rules or provisions.
 
2.6            Captions .  The captions, headings and arrangements used in this Amendment are for convenience only and do not in any way limit or amplify the terms and provisions hereof.
 
2.7            No Prejudice .  The terms of this Amendment shall not be construed in favor of or against any party on account of its participation in the preparation hereof.
 
2.8            Words in Singular and Plural Form .  Words used in the singular form in this Amendment shall be deemed to import the plural, and vice versa, as the tense may require.
 
[Signature page follows]
 
2

 
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 4 to Registration Rights Agreement as of the date and year set forth above.

 	COMPANY :	
 	 	
 	BROADWIND ENERGY, INC.	

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

 	STOCKHOLDERS :	
 	 	 	
 	TONTINE CAPITAL PARTNERS, L.P.	
 	 	 	
 	By:	Tontine Capital Management, L.L.C., its general
partner	

 	 	By:	/s/ Jeffrey L. Gendell	
 	 	 	Jeffrey L. Gendell, as managing member	
 	 	 	
 	TONTINE PARTNERS, L.P.	
 	 	
 	By:	Tontine Management L.L.C., its general partner	

 	 	By:	/s/ Jeffrey L. Gendell	
 	 	 	Jeffrey L. Gendell, as managing member	
 	 	 	 	
 	TONTINE CAPITAL OVERSEAS MASTER FUND,
L.P.	
 	 	
 	By:	Tontine Capital Overseas GP, L.L.C., its general
partner	
 	 	 	
 	 	By:	/s/ Jeffrey L. Gendell	
 	 	 	Jeffrey L. Gendell, as managing member	

[Signature page to Amendment No. 4 to Registration Rights Agreement]
 
S-1

 

 	TONTINE 25 OVERSEAS MASTER FUND, L.P.	
 	 	 	
 	By:	Tontine Capital Management, L.L.C., its general
partner	

 	 	By:	/s/ Jeffrey L. Gendell	
 	 	 	Jeffrey L. Gendell, as managing member	
 	 	 	
 	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	

[Signature page to Amendment No. 4 to Registration Rights Agreement]
 
S-2