Exhibit 10.1





Exhibit 10.1 




EIGHTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT




THIS EIGHTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this
28th day of July, 2010 by and between Silicon Valley Bank (“Bank”) and Superconductor Technologies,
Inc., a Delaware corporation (“Borrower”) whose address is 460 Ward Drive, Suite F, Santa Barbara,
CA 93111.



Recitals




A. Bank and Borrower have entered into that certain Accounts Receivable Purchase Agreement
dated as of March 28, 2004, as amended by that certain Amendment to Purchase Agreement by and
between Bank and Borrower dated as of April 28, 2004, by that certain Accounts Receivable Purchase
Modification Agreement by and between Bank and Borrower dated as of March 16, 2005, by that certain
Third Amendment to Loan and Security Agreement by and between Bank and Borrower dated as of June
16, 2006, by that certain Fourth Amendment to Loan and Security Agreement by and between Bank and
Borrower dated as of June 18, 2007, by that certain Fifth Amendment to Loan and Security Agreement
by and between Bank and Borrower dated as of July 31, 2007 and by that certain Sixth Amendment to
Loan and Security Agreement by and between Bank and Borrower dated as of July 31, 2008 and by that
certain Seventh Amendment to the Loan And Security Agreement dated as of July 31, 2009 (as the same
may from time to time be further amended, modified, supplemented or restated, the “Loan
Agreement”).




B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.




C. Borrower has requested that Bank amend the Loan Agreement to extend the maturity date.



D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the
extent, in accordance with the terms, subject to the conditions and in reliance upon the
representations and warranties set forth below.



Agreement




Now,
Therefore, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be
legally bound, the parties hereto agree as follows:



1. Definitions. Capitalized terms used but not defined in this Amendment shall have the
meanings given to them in the Loan Agreement.


 












 






2. Amendments to Loan Agreement.



2.1 Section 17 (Term and Termination). The first sentence of
Section 17 is amended in its entirety and replaced with the following:



“The term of this Agreement shall be through July 12, 2010 unless
terminated in writing by Buyer and Seller.”





3. Limitation of Amendment.



3.1 The amendment set forth in Section 2, above, is effective for the purposes set forth
herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any
amendment, waiver or modification of any other term or condition of any Loan Document, or (b)
otherwise prejudice any right or remedy which Bank may now have or may have in the future under or
in connection with any Loan Document.




3.2 This Amendment shall be construed in connection with and as part
of the Loan Documents and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect.



4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower
hereby represents and warrants to Bank as follows:



4.1 Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of the
date hereof (except to the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date), and (b) no Event of Default has occurred and
is continuing;




4.2 Borrower has the power and authority to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;





4.3 The organizational documents of Borrower delivered to Bank on
the March 28, 2003 remain true, accurate and complete and have not been amended, supplemented or
restated and are and continue to be in full force and effect;



4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, have been duly
authorized;




4.5 The execution and delivery by Borrower of this Amendment and
the performance by Borrower of its obligations under the Loan Agreement, as amended by this
Amendment, do not and will not contravene (a) any law or regulation binding on or affecting
Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment
or decree of any court
or other governmental or public body or authority,
or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;


 












 





4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, do not require any
order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on either Borrower, except as already has been obtained or made; and



4.7 This Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or
other similar laws of general application and equitable principles relating to or affecting
creditors’ rights.



5. Counterparts. This Amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same instrument.



6. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and
delivery to Bank of this Amendment by each party hereto, (b) Borrower’s payment of an amendment fee
in an amount equal to $15,000, (c) Bank’s receipt of the Acknowledgment of Amendment and
Reaffirmation of Guaranty substantially in the form attached hereto as Schedule 1, duly executed
and delivered by each Guarantor.



[Signature page follows.]



 












 







In
Witness Whereof, the parties hereto have caused this Amendment to be duly executed and
delivered as of the date first written above.



	 	 	 	 	 	 	 
	BANK	 	BORROWER
	 
	 	 	 	 	 	 
	Silicon Valley Bank	 	Superconductor Technologies, Inc.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Ben Fargo
	 	By:
	 	/s/ William Buchanan
	 

	 	 
	 	 	 	 
	 

	 	Name: Ben Fargo
	 	 	 	Name: William Buchanan
	 

	 	Title: VP/Relationship Manager
	 	 	 	Title: VP Finance





 












 





Schedule 1




ACKNOWLEDGMENT OF AMENDMENT

AND REAFFIRMATION OF GUARANTY




Section 1. Guarantor hereby acknowledges and confirms that it has reviewed and approved the
terms and conditions of the Eighth Amendment to Loan and Security Agreement dated as of even date
herewith (the “Amendment”).



Section 2. Guarantor hereby consents to the Amendment and agrees that the Guaranty relating to
the Obligations of Borrower under the Loan Agreement shall continue in full force and effect, shall
be valid and enforceable and shall not be impaired or otherwise affected by the execution of the
Amendment or any other document or instrument delivered in connection herewith.



Section 3. Guarantor represents and warrants that, after giving effect to the Amendment, all
representations and warranties contained in the Guaranty are true, accurate and complete as if made
the date hereof.



Dated as of July 28, 2010




	 	 	 	 	 	 	 
	GUARANTOR	 	Conductus, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William Buchanan	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: William Buchanan	 	 
	 

	 	 	 	Title: VP Finance