Exhibit 10.1


 


WAIVER AND FOURTH LOAN MODIFICATION
AGREEMENT


 


This Waiver and
Fourth Loan Modification Agreement (this “Loan Modification
Agreement”) is entered into as of the Fourth Loan Modification
Effective Date by and between SILICON VALLEY BANK,
a California corporation, with its principal place of business at
3003 Tasman Drive, Santa Clara, California 95054 and with a loan
production office located at One Newton Executive Park, Suite 200, 2221
Washington Street, Newton, Massachusetts 02462 (“Bank”)
and (i) SATCON TECHNOLOGY CORPORATION, a
Delaware corporation “Satcon”); SATCON POWER SYSTEMS, INC., a Delaware corporation; SATCON ELECTRONICS, INC., a Delaware corporation; each with
offices located at 27 Drydock Avenue, Boston, Massachusetts 02210; and (ii) SATCON POWER SYSTEMS CANADA LTD. (the “Canadian
Borrower”), a corporation organized under the laws of the Province
of Ontario, Canada with offices located at 835 Harrington Court, Burlington,
Ontario L7N 3P3 (individually and collectively, jointly and severally, “Borrower”).


 


Pursuant to a
certain Consent and Release Agreement, by and between Borrower and Bank, dated
as of January 11, 2010, Bank consented to the sale of Satcon Applied
Technology, Inc., a Delaware corporation and former co-borrower under the
Loan Agreement (as defined below), as more fully described in that certain
Stock Purchase Agreement, dated as of January 11, 2010, by and between
Satcon and RCT Holdings, Inc., a Maryland corporation.


 


1.             DESCRIPTION OF
EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and
obligations which may be owing by Borrower to Bank, Borrower is indebted to
Bank pursuant to a loan arrangement dated as of February 20, 2008,
evidenced by, among other documents, a certain Loan and Security Agreement dated
as of February 20, 2008, as amended by that certain First Loan
Modification Agreement, dated as of the First Loan Modification Effective Date,
as further amended by that certain Second Loan Modification Agreement, dated as
of the Second Loan Modification Effective Date, and as further amended by that
certain Third Loan Modification Agreement, dated as of the Third Loan
Modification Effective Date (as amended, the “Loan
Agreement”).  Capitalized
terms used but not otherwise defined herein shall have the same meaning as in
the Loan Agreement.


 


DESCRIPTION OF
COLLATERAL.  Repayment
of the Obligations is secured by the Collateral as described in the Loan
Agreement and a certain Intellectual Property Security Agreement dated as of February 20,
2008, as may be amended from time to time (the “IP Agreement”).


 


2.             Hereinafter, the Loan
Agreement and the IP Agreement, together with all other documents executed in
connection therewith evidencing, securing or otherwise relating to the
Obligations (other than this Loan Modification Agreement) shall be referred to
as the “Existing Loan Documents”.


 


3.             DESCRIPTION OF
CHANGE IN TERMS.


 


A.                                   Modifications
to Loan Agreement.


 


1                                          The
Loan Agreement shall be amended by deleting the following definitions appearing
in Section 13.1 thereof, entitled “Definitions”:


 


“              “Revolving Line Maturity Date” is February 18, 2010.”


 


and inserting in lieu
thereof the following:


 


“              “Revolving Line Maturity Date” is March 19, 2010.”


 


2                                          The
Loan Agreement shall be amended by inserting the following definitions in the
appropriate alphabetical order in Section 13.1 thereof, entitled “Definitions”:


 


1

















 


“              “Fourth Loan Modification Agreement” means that certain
Waiver and Fourth Loan Modification Agreement, dated as of the Fourth Loan
Modification Effective Date, by and between Borrower and Bank.”


 


“Fourth Loan Modification Effective Date” is the date noted
on the signature page to the Fourth Loan Modification Agreement.”


 


B.                                     ACKNOWLEDGEMENT
OF DEFAULT; WAIVER.


 


1                                          Borrower has informed Bank that it
anticipates that it will fail to comply with the Tangible Net Worth financial covenant set forth in Section 6.9(b) of
the Loan Agreement for the quarterly compliance period ended December 31,
2010 (the “Anticipated
Default).


 


2                                          Bank
hereby waives Borrower’s Anticipated Default under the Loan Agreement.  Bank’s waiver shall only apply to the
Anticipated Default described above, and only for the specific compliance
period described above.  Borrower hereby
acknowledges and agrees that, except as specifically provided herein, nothing
in this Section or anywhere in this Loan Modification Agreement shall be
deemed or otherwise construed as a waiver by the Bank of any of its rights and
remedies pursuant to the Existing Loan Documents, applicable law or otherwise.


 


4.             FEES.  Borrower shall pay to Bank a modification fee
in the amount of Two Thousand Five Hundred Dollars ($2,500.00), which fee shall
be due and payable and fully earned as of the date hereof.  Borrower shall also reimburse Bank for all
legal fees and expenses incurred by Bank in connection with the Existing Loan
Documents and this amendment thereto.


 


5.             RATIFICATION OF
INTELLECTUAL PROPERTY SECURITY AGREEMENT. Borrower hereby ratifies,
confirms, and reaffirms, all and singular, the terms and conditions of the IP
Agreement and acknowledges, confirms and agrees that the IP Agreement contains
an accurate and complete listing of all Intellectual Property.


 


6.             RATIFICATION OF
PERFECTION CERTIFICATE.  Borrower
hereby ratifies, confirms and reaffirms, all and singular, the terms and
disclosures contained in a certain Perfection Certificate dated as of February 20,
2008 between Borrower and Bank, and acknowledges, confirms and agrees the
disclosures Borrower provided to Bank in the Perfection Certificate, as
amended, has not changed.


 


7.             AUTHORIZATION TO
FILE.  Borrower hereby authorizes
Bank to file UCC financing statements without notice to Borrower, with all
appropriate jurisdictions, as Bank deems appropriate, in order to further
perfect or protect Bank’s interest in the Collateral, including a notice that
any disposition of the Collateral, by either the Borrower or any other Person,
shall be deemed to violate the rights of the Bank under the Code.


 


8.             CONSISTENT CHANGES.  The Existing Loan Documents are hereby
amended wherever necessary to reflect the changes described above.


 


9.             RATIFICATION OF
LOAN DOCUMENTS.  Borrower hereby
ratifies, confirms, and reaffirms all terms and conditions of all security or
other collateral granted to the Bank, and confirms that the indebtedness
secured thereby includes, without limitation, the Obligations.


 


10.           NO DEFENSES OF
BORROWER.  Borrower hereby
acknowledges and agrees that, as of the date of this Loan Modification
Agreement, Borrower has no offsets, defenses, claims, or counterclaims against
Bank with respect to the Obligations, or otherwise, and that if Borrower now
has, or ever did have, any offsets, defenses, 


 


2





















 


claims, or
counterclaims against Bank, whether known or unknown, at law or in equity, all
of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any
liability thereunder.


 


11.           CONTINUING VALIDITY.  Borrower understands and agrees that in
modifying the existing Obligations, Bank is relying upon Borrower’s
representations, warranties, and agreements, as set forth in the Existing Loan
Documents.  Except as expressly modified
pursuant to this Loan Modification Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect.  Bank’s agreement to modifications to the
existing Obligations pursuant to this Loan Modification Agreement in no way
shall obligate Bank to make any future modifications to the Obligations.  Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Obligations.  It is the intention of Bank and Borrower to
retain as liable parties all makers of Existing Loan Documents, unless the
party is expressly released by Bank in writing. 
No maker will be released by virtue of this Loan Modification Agreement.


 


12.           RIGHT OF SET-OFF.  In consideration of Bank’s agreement to enter
into this Loan Modification Agreement, Borrower hereby reaffirms and hereby
grants to Bank, a lien, security interest and right of set off as security for
all Obligations to Bank, whether now existing or hereafter arising upon and
against all deposits, credits, collateral and property, now or hereafter in the
possession, custody, safekeeping or control of Bank or any entity under the
control of Bank (including a Bank subsidiary) or in transit to any of
them.  At any time after the occurrence
and during the continuance of an Event of Default, without demand or notice,
Bank may set off the same or any part thereof and apply the same to any
Obligation of Borrower, even though unmatured and regardless of the adequacy of
any other collateral securing the Obligations. 
ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


 


13.           JURISDICTION/VENUE.  Borrower accepts for itself and in connection
with its properties, unconditionally, the exclusive jurisdiction of any state
or federal court of competent jurisdiction in the Commonwealth of Massachusetts
in any action, suit, or proceeding of any kind against it which arises out of
or by reason of this Loan Modification Agreement.  NOTWITHSTANDING THE FOREGOING,  THE BANK SHALL HAVE THE RIGHT TO BRING ANY
ACTION OR PROCEEDING AGAINST ANY BORROWER OR ANY OF THEIR PROPERTY IN THE
COURTS OF ANY OTHER JURISDICTION WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE
IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE BANK’S RIGHTS
AGAINST THE BORROWER OR ITS PROPERTY.


 


14.           COUNTERSIGNATURE.  This Loan Modification Agreement shall become
effective only when it shall have been executed by Borrower and Bank.


 


[The remainder of this page is
intentionally left blank]


 


3

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Loan
Modification Agreement to be executed as a sealed instrument under the laws of
the Commonwealth of Massachusetts as of the Fourth Loan Modification Effective
Date.


 


 


	
  BORROWER:

  	
   

  
	
   

  	
   

  
	
  SATCON TECHNOLOGY
  CORPORATION

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Charles S. Rhoades

  	
   

  
	
  Name:

  	
  Charles S. Rhoades

  	
   

  
	
  Title:

  	
  President and Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  SATCON POWER SYSTEMS,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Charles S. Rhoades

  	
   

  
	
  Name:

  	
  Charles S. Rhoades

  	
   

  
	
  Title:

  	
  President and Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  SATCON ELECTRONICS,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Charles S. Rhoades

  	
   

  
	
  Name:

  	
  Charles S. Rhoades

  	
   

  
	
  Title:

  	
  President and Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  SATCON POWER SYSTEMS
  CANADA LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Charles S. Rhoades

  	
   

  
	
  Name:

  	
  Charles S. Rhoades

  	
   

  
	
  Title:

  	
  President and Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK:

  	
   

  
	
   

  	
   

  	
   

  
	
  SILICON VALLEY BANK

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Ryan Ravenscroft

  	
   

  
	
  Name:

  	
  Ryan Ravenscroft

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


Fourth Loan Modification
Effective Date: February 18, 2010


 


[Satcon –Waiver
and Fourth Loan Modification Agreement Signature Page]