0001104659-07-065935.txt : 20070829 0001104659-07-065935.hdr.sgml : 20070829 20070829161114 ACCESSION NUMBER: 0001104659-07-065935 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070829 DATE AS OF CHANGE: 20070829 GROUP MEMBERS: JEFFREY L. GENDELL GROUP MEMBERS: TONTINE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: TONTINE CAPITAL OVERSEAS GP, L.L.C. GROUP MEMBERS: TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOWER TECH HOLDINGS INC. CENTRAL INDEX KEY: 0001120370 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 880409160 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81622 FILM NUMBER: 071087815 BUSINESS ADDRESS: STREET 1: 980 MARITIME DRIVE STREET 2: SUITE 6 CITY: MANITOWOC STATE: WI ZIP: 54220 BUSINESS PHONE: (920) 684-5531 MAIL ADDRESS: STREET 1: 980 MARITIME DRIVE STREET 2: SUITE 6 CITY: MANITOWOC STATE: WI ZIP: 54220 FORMER COMPANY: FORMER CONFORMED NAME: BLACKFOOT ENTERPRISES INC DATE OF NAME CHANGE: 20000726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001276922 IRS NUMBER: 200376791 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 a07-22911_1sc13da.htm SC 13D/A

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response. 14.5
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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)

August 22, 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) 24.9%

	14.	Type of Reporting Person (See Instructions) PN

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 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) 24.9%

	14.	Type of Reporting Person (See Instructions) OO

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 2,973,333

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,973,333

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,973,333

	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) 6.2%

	14.	Type of Reporting Person (See Instructions) IA, PN

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 2,973,333

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,973,333

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,973,333

	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) 6.2%

	14.	Type of Reporting Person (See Instructions) OO

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 14,866,667

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 14,866,667

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,866,667

	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) 31.2%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.

Security and Issuer

This Amendment No. 1 to Schedule 13D relates 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 16th 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 TCP;

(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; and

(v) Jeffrey L. Gendell with respect to the shares of Common Stock directly owned by each of TCP and TMF.

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 and TCO is 55 Railroad Avenue, 1st Floor, Greenwich, Connecticut 06830. The business address of Mr. Gendell is 55 Railroad Avenue, 1st Floor, Greenwich, Connecticut 06830.

(c) The principal business of each of TMF and TCP is serving as a private investment limited partnership. The principal business of TCO is serving as the general partner of TMF. The principal business of TCM is serving as the general partner of TCP. Mr. Gendell serves as the managing member of TCM and TCO.

(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) TCP is a limited partnership organized under the laws of the State of Delaware. Each of TCO and TCM is a limited liability company organized under the laws of the State of Delaware. TMF is a limited partnership organized under the laws of the Cayman Islands. Mr. Gendell is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration

On August 22, 2007, TCP, TMF and the Company entered into a securities purchase agreement (the “Company SPA”), under which TCP and TMF have agreed to collectively purchase 12,500,000 shares of the Common Stock of the Company (the “Company Shares”) from the Company at a price of $4.00 per share, resulting in an aggregate purchase price of $50,000,000.00 to be paid in cash. At the consummation of the transactions contemplated by the Company SPA (the “Closing”), the Company Shares will be purchased by TCP, TMF, and certain affiliates of the Reporting Persons (each, a “Purchaser”, and collectively, the “Purchasers”), with the identity of each such affiliate and the number of shares that each Purchaser will purchase to be agreed upon by the parties prior to the Closing.

In addition to agreeing to purchase the Company Shares, pursuant to the Company SPA, TCP and TMF have agreed to purchase from the Company multiple senior subordinated convertible promissory notes with an aggregate principal amount of $25,000,000 (the “Notes”). At the Closing, the Notes will be purchased by the Purchasers, with the principal amount of the Note to be received by each Purchaser to be agreed upon by the parties prior to the Closing. Each Purchaser will have the right to convert both (i) the outstanding principal of the Purchaser’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 three months following the Closing, 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 stockholders.

In addition to the Company SPA, on August 23, 2007, TCP and TMF and each of Alex C. Allie, Peter C. Allie, Christopher C. Allie, Stacey C. Culligan, Wergin Family Dynasty Trust 2005, Daniel P. Wergin and Terence P. Fox (each a “Seller” and collectively, the “Sellers”) entered into a Securities Purchase Agreement (the “Founders SPA”). Pursuant to the Founders SPA, on August 28, 2007, TCP purchased 1,760,000 shares of Common Stock of the Company from the Sellers for a purchase price of $7,040,000 and TMF purchased 440,000 shares of Common Stock of the Company from the Sellers for a purchase price of $1,760,000, for an aggregate purchase price of $8,800,000 in cash. The Common Stock purchased by TCP and TMF pursuant to the Founders SPA is collectively referred to as the “Founders Shares.”

Mr. Gendell, TCO and TCM do not directly own any shares of Common Stock. All of the Founders Shares and the Company Shares were and will be 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 Founders Shares and will acquire the Company Shares and the Notes 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. Pursuant to the Company SPA, the Company has agreed to use the proceeds from the sale of the Company Shares and the Notes to the Purchasers to complete the acquisition by the Company of Brad Foote Gear Works, Inc. (“Brad Foote”).

As described in greater detail in Item 6, so long as the Reporting Persons hold a certain percentage of Common Stock, they will have both 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. 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.

In addition, as described in greater detail in Item 6, TCP and TMF have entered into an agreement with certain shareholders of Brad Foote, whereby the parties have agreed that, so long as the respective parties hold certain percentages of Common Stock, the Reporting Persons shall vote in favor of electing J. Cameron Drecoll as director of the Company, and the shareholders of Brad Foote shall vote in favor of electing the individuals nominated by the Reporting Persons as directors of the Company.

Under the terms of the Company SPA, the sale of the Company Shares and the Notes is subject to certain conditions, including, among others, that (i) at the Closing, the parties shall execute and deliver an amendment to the Registration Rights Agreement, as described in Item 6; and (ii) all of the conditions necessary for the acquisition of Brad Foote to be consummated shall have been satisfied. In addition, 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.

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 pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

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. 1 to Schedule 13D, and includes the Founders Shares, but does not include the shares to be purchased by certain of the Reporting Persons and affiliates of the Reporting Persons pursuant to the Company SPA. The Reporting Persons intend to file a second amendment to this Schedule 13D after the Closing.

A. Tontine Capital Partners, L.P.

(a) Aggregate number of shares beneficially owned: 11,893,334. Percentage: 24.9%. The percentages used herein and in the rest of Item 5 are calculated based upon the 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.

(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) Pursuant to the Founders SPA, on August 28, 2007, TCP purchased 1,760,000 shares of Common Stock from the Sellers at $4.00 per share and TMF purchased 440,000 shares of Common Stock at $4.00 per share.

(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.

B. Tontine Capital Management, L.L.C.

(a) Aggregate number of shares beneficially owned: 11,893,334. Percentage: 24.9%.

(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) TCM did not enter into any transactions in the Common Stock of the Company within the last sixty days. Pursuant to the Founders SPA, on August 28, 2007, TCP purchased 1,760,000 shares of Common Stock from the Sellers at $4.00 per share and TMF purchased 440,000 shares of Common Stock from the Sellers at $4.00 per share.

(d) Not applicable.

(e) Not applicable.

C. Tontine Capital Overseas Master Fund, L.P.

(a) Aggregate number of shares beneficially owned: 2,973,333. Percentage: 6.2%.

(b) 1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote: 2,973,333

3. Sole power to dispose or direct the disposition: - -0-

4. Shared power to dispose or direct the disposition: 2,973,333

(c) Pursuant to the Founders SPA, on August 28, 2007, TMF purchased 440,000 shares of Common Stock from the Sellers at $4.00 per share and TCP purchased 1,760,000 shares of Common Stock at $4.00 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: 2,973,333. Percentage: 6.2%.

(b) 1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote: 2,973,333

3. Sole power to dispose or direct the disposition: - -0-

4. Shared power to dispose or direct the disposition: 2,973,333

(c) TCO has not entered into any transactions in the Common Stock of the Company within the last sixty days. Pursuant to the Founders SPA, on August 28, 2007, TCP purchased 1,760,000 shares of Common Stock from the Sellers at $4.00 per share and TMF purchased 440,000 shares of Common Stock from the Sellers at $4.00 per share.

(d) Not applicable.

(e) Not applicable.

E. Jeffrey L. Gendell

(a) Aggregate number of shares beneficially owned: 14,866,667. Percentage: 31.2%.

(b) 1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote: 14,866,667

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition: 14,866,667

(c) Mr. Gendell did not enter into any transactions in the Common Stock of the Company within the last sixty days. Pursuant to the Founders SPA, on August 28, 2007, TCP purchased 1,760,000 shares of Common Stock from the Sellers at $4.00 per share and TMF purchased 440,000 shares of Common Stock from the Sellers at $4.00 per share.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

A. Company SPA

On August 22, 2007, TCP, TMF and the Company entered into the Company SPA whereby TCP and TMF have agreed to (i) purchase the Company Shares from the Company at a price of $4.00 per share, resulting in a total purchase price of $50,000,000.00 in cash; and (ii) purchase from the Company the Notes (as described in greater detail below). Pursuant to the Company SPA, the Company has agreed to use the proceeds from the sale of the Company Shares and the Notes to the

Purchasers to complete the acquisition of Brad Foote. On March 1, 2007, TCP, TMF and the Company entered into a Securities Purchase Agreement (the “Initial SPA”). Pursuant to the Initial SPA, the Reporting Persons have the right to appoint certain individuals to the Company’s Board of Directors and to observe the meetings of the Company’s Board of Directors, its subsidiaries, and their respective committees. Under the Company SPA, the parties have agreed to affirm and expand the rights granted in the Initial SPA, such that so long as the Reporting Persons hold (i) at least 10% of the Common Stock, they have the right to appoint two members of the Company’s Board of Directors; and (ii) at least 20% of the Common Stock they have the right to appoint three members of the Company’s 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 directors to the Company’s Board of Directors. In addition, so long as the Reporting Persons hold 10% or more of the Common Stock, they shall have the right to appoint a representative to observe all Board meetings of the Company, the Company’s subsidiaries and their respective committees. Under the terms of the Company SPA, the sale of the Company Shares and the Notes is subject to certain conditions, including, among others, that (i) at the Closing, the parties shall execute and deliver an amendment to the Registration Rights Agreement, as described below; and (ii) all of the conditions necessary for the acquisition by the Company of Brad Foote to be consummated shall have been satisfied. In addition, 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 Company SPA also contains standard representations and warranties, as well as other customary terms and conditions.

B. Amendment to the Registration Rights Agreement

On March 1, 2007, TCP, TMF and the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company is required to file a shelf registration statement and grant to TCP and TMF (and their qualifying transferees), certain demand and “piggyback” registration rights in connection with their shares of Common Stock. Pursuant to the Company SPA, TCP, TMF and the Company agreed that at the time of the Closing, they will enter into an Amendment to the Registration Rights Agreement that (i) extends the date on which the Company is required to file its initial registration statement to the date nine months after the Closing, provided that if prior to that date the Company files a registration statement for the purpose of registering shares to be offered in a rights offering, the Company shall file the initial registration statement prior to or contemporaneously with the filing of such rights offering registration statement, and (ii) adds the affiliates of the Reporting Persons who will purchase any of the Company Shares or the Notes at the Closing as parties to the Registration Rights Agreement.

C. Notes

Pursuant to the Company SPA and upon the closing of the transactions thereunder, TCP and TMF have agreed to provide interim debt financing in the aggregate principal amount of up to $25,000,000.00, in exchange for the Notes from the Company in like principal amount. The Notes will have a term of three years and shall be repaid as follows: (i) on the first anniversary, 10% of the original principal amount, (ii) on the second anniversary, 40% of the original principal amount and (iii) a final payment of the outstanding principal balance together with any accrued and unpaid interest thereon due at maturity. Interest shall be payable in cash or in kind at a rate of 9.5% per annum for the first nine months and 13.5% per annum for the period thereafter. The Notes will be unsecured and subordinate to the Company’s Senior Indebtedness (as defined in the Notes). At the Closing, the principal amount of the Note to be received by each Purchaser to be agreed upon by the parties prior to the Closing. Each Purchaser will have the right to convert both (i) the outstanding principal of the Purchaser’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 three months following the Closing, 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 stockholders.

D. Founders SPA

On August 23, TCP, TMF and the Sellers entered into the Founders SPA, pursuant to which TCP purchased 1,760,000 shares of Common Stock of the Company from the Sellers for a purchase price of $7,040,000 and TMF purchased 440,000 shares of Common Stock of the Company from the Sellers for a purchase price of $1,760,000, for an aggregate purchase price of $8,800,000 in cash. The purchase of the Founders Shares by TCP and TMF was consummated on August 28, 2007. The Founders SPA contains standard representations and warranties, as well as other customary terms and conditions.

E. Proxy Agreement

On August 22, 2007, the Company entered into an agreement the provides for the purchase by the Company of all of the stock of Brad Foote from J. Cameron Drecoll, Patrick Rosmonowski, Dennis Palmer and Noel Davis (the “Brad Foote Sellers”). On August 22, TCP, TMF and the Brad Foote Sellers entered into an agreement (the “Proxy Agreement”) whereby TCP and TMF agreed that, so long as the Brad Foote Sellers 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. In addition, under the Proxy Agreement, the Brad Foote Sellers 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 under either the Initial SPA or the Company SPA, the Brad Foote Sellers would vote their shares of Common Stock of the Company in favor of the election of those individuals appointed by the Reporting Persons.

The foregoing summaries of the Company SPA, the Amendment to the Registration Rights Agreement, the Notes, the Founders SPA and the Proxy Agreement do not purport to be complete and are qualified in their entirety by reference to Exhibits 1 through 5, which are incorporated by reference herein.

Except as described herein, 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. Company SPA, dated August 22, 2007, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and Tower Tech Holdings Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 24, 2007).

2. Form of Amendment to Registration Rights Agreement by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and Tower Tech Holdings Inc. (incorporated by reference to Exhibit B of Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 24, 2007).

3. Form of Senior Subordinated Convertible Promissory Note in favor of Tontine Capital Partners, L.P. and Tontine Capital Overseas Master Fund, L.P. (incorporated by reference to Exhibit A of Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 24, 2007).

4. Founders SPA, dated August 23, 2007, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., Alex C. Allie, Peter C. Allie, Christopher C. Allie, Stacey C. Culligan, Wergin Family Dynasty Trust 2005, Daniel P. Wergin and Terence P. Fox.

5. Proxy Agreement, dated August 22, 2007, by and among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P., J. Cameron Drecoll, Patrick Rosmonowski, Dennis Palmer and Noel Davis.

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.

		August 29, 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 as managing member of Tontine Capital Overseas GP, L.L.C., general partner of Tontine Capital Overseas Master Fund, L.P.
		Name/Title

EX-4 2 a07-22911_1ex4.htm EX-4

Exhibit 4

Execution Copy

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of this 23rd day of August, 2007, by and among TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership (“TCP” and a “Buyer”), TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. (“TCOMF,” a “Buyer” and collectively with TCP, the “Buyers”), ALEX C. ALLIE, PETER C. ALLIE, CHRISTOPHER C. ALLIE, STACEY C. CULLIGAN, WERGIN FAMILY DYNASTY TRUST 2005, DANIEL P. WERGIN and TERENCE P. FOX (each a “Seller” and collectively, the “Sellers”).

RECITAL

The Sellers wish to sell to the Buyers and the Buyers wish to purchase from the Sellers 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”) set forth beneath each Seller’s name on the signature pages attached hereto, represented by the certificate number(s) 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, the Sellers agree 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 the Sellers as set forth on Exhibit A attached hereto. The purchase price for the Stock shall be $4.00 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 the Sellers (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 the Sellers.

(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 the Sellers 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 Buyer’s 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 the Sellers. 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. No Seller or 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 Seller 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 Seller or, to the Sellers’ knowledge, the Company, is a party to or by which the

Stock is bound; or (iii) violate any law, regulation, judgment, ruling, injunction or order applicable to any Seller or by which the Stock is bound.

(e) Authority. Each Seller 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 the Sellers, 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, 2005, 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).

(iii) With respect to Alex C. Allie, Peter C. Allie and Stacey C. Culligan only, the foregoing representations and warranties in this Section 3(g) are made to the best of each such Seller’s actual knowledge.

(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 the Sellers 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 the Sellers necessary to make a decision to buy the Stock.

(c) Authority. Such Buyer has the full limited partnership 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 the Sellers’ reliance on such exemption is predicated on the representations and warranties of such Buyer set forth herein.

(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:

“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 the Sellers 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) Company SPA. The Buyers and the Company having entered into the Company SPA.

(c) 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 the Sellers. The obligations of the Sellers 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 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, the Sellers 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 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 of the Sellers.

[The Remainder of this Page is Intentionally Left Blank]

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 CAPITAL PARTNERS, L.P.


	By:	Tontine Capital Management, LLC, its general partner


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

	55 Railroad Avenue, 1st Floor Greenwich, Connecticut 06830

S-1

ALEX C. ALLIE		PETER C. ALLIE



/s/ Alex C. Allie		/s/ Peter C. Allie
3109 Waldo Boulevard Manitowoc, WI 54220		3109 Waldo Boulevard Manitowoc, WI 54220



CHRISTOPHER C. ALLIE		STACEY C. CULLIGAN



/s/ Christopher C. Allie		/s/ Stacey C. Culligan
3109 Waldo Boulevard Manitowoc, WI 54220		808 Winnetka Court Manitowoc, WI 54220



WERGIN FAMILY DYNASTY TRUST 2005		DANIEL P. WERGIN



/s/ Terence P. Fox		/s/ Daniel P. Wergin
Terence P. Fox, Trustee 927A S. 8th Street Manitowoc, WI 54221-1180		1016 N. 40th Street Manitowoc, WI 54220


TERENCE P. FOX



/s/ Terence P. Fox
528 N. 7th Street Manitowoc, WI 54220

S-2

EXHIBIT A

Stock

Owner	Certificate Number	Number of Shares	Buyer		Purchase Price

Alex C. Allie	1312	24,000	TCOMF		$	96,000
		96,000	TCP		$	384,000

Peter C. Allie	1311	24,000	TCOMF		$	96,000
		96,000	TCP		$	384,000

Christopher C. Allie	1400	111,000	TCOMF		$	444,000
		444,000	TCP		$	1,776,000

Stacey C. Culligan	1313	30,000	TCOMF		$	120,000
		120,000	TCP		$	480,000

Wergin Family Dynasty Trust 2005	1319	100,000	TCOMF		$	400,000
		400,000	TCP		$	1,600,000

Daniel P. Wergin	1403	89,000	TCOMF		$	356,000
		356,000	TCP		$	1,424,000

Terence P. Fox	1402	62,000	TCOMF		$	248,000
		248,000	TCP		$	992,000

			TCOMF	=	$	1,760,000
			TCP	=	$	7,040,000

A-1

EX-5 3 a07-22911_1ex5.htm EX-5

Exhibit 5

August 22, 2007

To the Shareholders of Brad Foote Gear Works, Inc.

Dear Sirs,

This letter is being provided to you for purposes of inducing each of you to execute and deliver that certain Stock Purchase Agreement dated as of August 22, 2007 by and among you and Tower Tech Holdings, Inc., a Nevada corporation (the “Buyer”) (the “SPA”) and to consummate the transaction contemplated by the SPA whereby all of the issued and outstanding shares of capital stock of Brad Foote Gear Works, Inc., an Illinois corporation, shall be sold by you to the Buyer (the “Transaction”). Any capitalized terms used in this letter and not defined herein shall have the meaning ascribed to them under the SPA.

As confirmation of our inducement for you to enter into and consummate the Transaction under the SPA, each of Tontine Capital Partners, L.P. (“Tontine”) and Tontine Capital Overseas Master Fund, L.P. (“TCOMF”) hereby agrees that as long as J. Cameron Drecoll (“Cam”) is an officer of Buyer, and thereafter as long as the Sellers, in the aggregate, own at least fifteen percent (15%) of the issued and outstanding shares of common capital stock of Buyer, each of Tontine and TCOMF shall vote and cause each of its Affiliates who are shareholders of Buyer to vote, the shares of capital stock of Buyer owned by Tontine, TCOMF or such Affiliate in favor of the election of Cam as a Director of Buyer, and if he shall be unwilling or incapable of acting, in favor of the nominee designated by Seller’s Representative.

In consideration of the foregoing and in consideration of the agreement of Tontine and TCOMF to provide financing to Buyer in connection with the Transaction, each of the Sellers agrees that as long as Tontine and TCOMF or their Affiliates have the right to appoint one or more Directors to Buyer’s board pursuant to that certain Securities Purchase Agreement dated March 1, 2007 among Tontine, TCOMF and Buyer and that certain Securities Purchase Agreement dated August 22, 2007 among Tontine, TCOMF and Buyer, each of the Sellers shall vote and cause each of his Affiliates who are shareholders of Buyer to vote, the shares of capital stock of Buyer owned by him or such Affiliate in favor of the election of the designees of Tontine, TCOMF or their Affiliates as a Directors of Buyer.

[Signature pages follow]

Very truly yours,

TONTINE CAPITAL PARTNERS, L.P.

By:	Tontine Capital Management, LLC, 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

[Additional signature page follows]

S-1

Agreed upon this 22nd day of August, 2007

	SELLERS:



	/s/ J. Cameron Drecoll
	J. Cameron Drecoll



	/s/ Patrick Rosmonowski
	Patrick Rosmonowski



	/s/ Dennis Palmer
	Dennis Palmer



	/s/ Noel Davis
	Noel Davis

S-2

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

SECTION 2. Closing.

(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

SECTION 3. Representations and Warranties of the Sellers. Each Seller hereby represents and warrants to the Buyers as follows:

(c) Brokers and Finders. No Seller or 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.

Stock is bound; or (iii) violate any law, regulation, judgment, ruling, injunction or order applicable to any Seller or by which the Stock is bound.

(e) Authority. Each Seller has the legal competence, full power, and authority to enter into, deliver, and perform this Agreement and to consummate the transactions contemplated herein.

(g) SEC Documents; Financial Statements of the Company.

(iii) With respect to Alex C. Allie, Peter C. Allie and Stacey C. Culligan only, the foregoing representations and warranties in this Section 3(g) are made to the best of each such Seller’s actual knowledge.

SECTION 4. Representations and Warranties of the Buyers. Each Buyer hereby represents and warrants to the Sellers as follows:

(b) Disclosure. Such Buyer has received all requested information from the Sellers necessary to make a decision to buy the Stock.

(c) Authority. Such Buyer has the full limited partnership power and authority to enter into, deliver, and perform this Agreement and to consummate the transactions contemplated herein.

(e) Investment Representations.

(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.

SECTION 5. Legends; Stop Transfer.

(a) Legend. The Buyers acknowledge that all certificates evidencing the Stock shall bear the following legend:

(b) State Legends. The certificates evidencing the Stock shall also bear any legend required by any applicable state securities law.

SECTION 6. Conditions Precedent to Obligations of the Buyers. The obligation of the Buyers to purchase the Stock is conditioned upon:

(b) Company SPA. The Buyers and the Company having entered into the Company SPA.

(c) 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 the Sellers. The obligations of the Sellers hereunder are conditioned upon:

(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 any time made by or on behalf of the parties for a period of three (3) years following the Closing Date.

SECTION 11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin.

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 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 19. Knowledge. The term “knowledge” as used herein shall mean the actual knowledge after due inquiry of each of the Sellers.

Under the Securities Exchange Act of 1934
(Amendment No. 1)*