EXHIBIT 10.2


 


FIFTH LOAN MODIFICATION AGREEMENT


 


This Fifth Loan
Modification Agreement (this “Loan Modification
Agreement”) is entered into as of the Fifth 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 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 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”).


 


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, as further amended by that
certain Third Loan Modification Agreement, dated as of the Third Loan
Modification Effective Date, and as further amended by that certain Waiver and
Fourth Loan Modification Agreement, dated as of the Fourth 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.


 


2.             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”).


 


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 inserting the following new Section 2.1.5
immediately following Section 2.14:


 


“2.1.5     Term Loans.


 


(a)           Availability.  Subject to the terms and conditions of this
Agreement, Bank agrees to make (i) one (1) Tranche A Term Loan (the “Tranche A Term Loan”) in an amount up to the Tranche A Term
Loan Amount and (ii) one (1) Tranche B Term Loan (the “Tranche B Term Loan”) in an amount up to the Tranche B Term
Loan Amount.


 


(i)  Tranche A
Term Loan.  The Tranche A Term Loan
will be available only during the Tranche A Term Loan Availability Period.


 


(ii)  Tranche B
Term Loan.  The Tranche B Term Loan
will be available only during the Tranche B Term Loan Availability Period.


 


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(b)           Repayment.  Borrower shall repay each Term Loan in (i) thirty-six
(36) equal installments of principal, plus (ii) monthly payments of
accrued interest (the “Term Loan Payment”).  Beginning on the last day of the month
following the month in which the Funding Date occurs, each Term Loan Payment
shall be payable on the last day of each month. 
Borrower’s final Term Loan Payment, due on the respective Tranche A Term
Loan Maturity Date or Tranche B Term Loan Maturity Date, shall include all
outstanding principal and accrued and unpaid interest under the applicable Term
Loan.  Once repaid, no Term Loan may be
reborrowed.


 


(c)           Prepayment.  Term Loans may be prepaid, in whole or in part
prior to the respective Term Loan Maturity Date by Borrower, effective three (3) Business
Days after written notice of such prepayment is given to Bank.  Notwithstanding any such prepayment, Bank’s
lien and security interest in the Collateral shall continue until Borrower
fully satisfies its Obligations.  If such
prepayment is at Borrower’s election or at Bank’s election due to the
occurrence and continuance of an Event of Default, Borrower shall pay to Bank,
in addition to the payment of any other expenses or fees then-owing, a
termination fee in an amount equal to (i) if such prepayment occurs after
the Funding Date of any Term Loan but prior to the day that is 365 days after
the Funding Date of such Term Loan (the “Applicable Term Loan
First Anniversary”), one percent
(1.00%) of the principal amount of the applicable Term Loan so prepaid; (ii) if
such prepayment occurs after the Applicable Term Loan First Anniversary but
prior to the day that is 365 days from the Applicable Term Loan First
Anniversary (the “Applicable Term Loan
Second Anniversary”), one-half of
one percent (0.50%) of the principal amount of the applicable Term Loan so
prepaid; and (iii) if such prepayment occurs after the Applicable Term
Loan Second Anniversary, zero percent (0.00%) of the applicable Term Loan so
prepaid; provided  that no termination fee shall be charged if any
Term Loan hereunder is replaced with a new facility from another division of
Silicon Valley Bank.  Upon payment in
full of the Obligations and at such time as Bank’s obligation to make Credit
Extensions has terminated, Bank shall terminate and release its liens and
security interests in the Collateral and all rights therein shall revert to
Borrower.”


 


2                                          The
Loan Agreement shall be amended by deleting the following text appearing as Section 2.3(a) thereof:


 


“(a)         Advances.  Each Advance shall bear interest on the
outstanding principal amount thereof from the date when made, continued or
converted until paid in full at a rate per annum equal to the Prime Rate plus
the Prime Rate Margin (as such term is defined in the LIBOR Supplement attached
hereto) or the LIBOR Rate plus the LIBOR Rate Margin (as such term is defined
in the LIBOR Supplement attached hereto), as the case may be.  On and after the expiration of any Interest
Period applicable to any LIBOR Advance outstanding on the date of occurrence of
an Event of Default or acceleration of the Obligations, the Effective Amount of
such LIBOR Advance shall, during the continuance of such Event of Default or
after acceleration, bear interest at a rate per annum equal to the Prime Rate
plus five percent (5.00%).  Pursuant to
the terms hereof, interest on each Advance shall be paid in arrears on each
Interest Payment Date.  Interest shall
also be paid on the date of any prepayment of any Advance pursuant to the Loan
Agreement for the portion of any Advance so prepaid and upon payment (including
prepayment) in full thereof.  All accrued
but unpaid interest on the Advances shall be due and payable on the Revolving
Line Maturity Date.”


 


and inserting the following in lieu thereof:


 


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“(a)         (i)            Advances.  Subject to Section 2.3(b), the principal
amount outstanding under the Revolving Line shall accrue interest at a floating
per annum rate equal to the Prime Rate plus one percent (1.00%), which interest
shall be payable monthly, in arrears, in accordance with Section 2.3(g) below.”


 


(ii)           Term Loan.  Subject to Section 2.3(b), the principal
amount outstanding under any Term Loan shall accrue interest at a floating per
annum rate equal to the Prime Rate plus two and one-half percent (2.50%), which
interest shall be payable monthly, in arrears, in accordance with Section 2.3(g) below.”


 


3                                          The
Loan Agreement shall be amended by deleting the following text appearing as Section 2.3(d) thereof:


 


“(d)         LIBOR
Advances. The interest rate applicable to each LIBOR Advance shall be
determined in accordance with Section 5(a) of the LIBOR
Supplement.  Subject to Sections 5 and 6
of the LIBOR Supplement, such rate shall apply during the entire Interest
Period applicable to such LIBOR Advance, and interest calculated thereon shall
be payable on the Interest Payment Date applicable to such LIBOR Advance.”


 


and inserting the following in lieu thereof:


 


“(d)         [Intentionally
omitted.]”


 


4                                          The
Loan Agreement shall be amended by deleting the following text appearing as Section 2.4(c) thereof:


 


“(c)         Termination
Fee.  Subject to the terms of Section 4.1,
a termination fee;”


 


and inserting the following in lieu thereof:


 


“(c)         Termination Fee.  Subject to the terms of Section 2.1.5(c) with
respect to Term Loans and Section 4.1 with respect to Advances, a
termination fee;”


 


5                                          The
Loan Agreement shall be amended by deleting the following text appearing as Section 2.4(e) thereof:


 


“(e)         Collateral
Monitoring Fee.  During each month in
which any Obligations are outstanding under this Agreement, a monthly
collateral monitoring fee of $750, payable in arrears on the last day of each
month (prorated for any partial month) at the beginning and upon termination of
this Agreement; provided, however, such fee shall be waived for any month in
which Borrower’s unrestricted cash on deposit at Bank plus unused availability
pursuant to the Revolving Line under this Agreement, as determined by Bank with
reference to the Availability Amount set forth herein, is greater than
$10,000,000 at all times during such month; and”


 


and inserting in lieu
thereof the following:


 


“(e)         Collateral Monitoring
Fee.  A monthly collateral monitoring
fee of $850, payable in arrears on the last day of each month (prorated for any
partial month at the beginning and upon termination of this Agreement);”


 


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6                                          The
Loan Agreement shall be amended by inserting the following new Section 2.4(g) immediately
following Section 2.4(f):


 


“(g)         Term Loan Fee. (i) on
the Funding Date of the Tranche A Term Loan, a fee equal to three-eighths of
one percent (0.375%) of the Tranche A Term Loan; and (ii) on the Funding
Date of the Tranche B Term Loan, a fee equal to three-eighths of one percent
(0.375%) of the Tranche B Term Loan.”


 


7                                          The
Loan Agreement shall be amended by deleting the following text appearing as Section 3.4
thereof:


 


“3.4        Procedures
for Borrowing.  In addition to
and supplemental of the requirements set forth in Section 3 the LIBOR
Supplement to the Loan Agreement attached hereto as Exhibit E and
specifically incorporated by reference herein, subject to the prior
satisfaction of all other applicable conditions to the making of an Advance set
forth in this Agreement, to obtain an Advance (other than Advances under
Sections 2.1.2 or 2.1.4), Borrower shall notify Bank (which notice shall be
irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m.
Eastern time on the Funding Date of the Advance.  Together with such notification, Borrower
must promptly deliver to Bank by electronic mail or facsimile a completed
Transaction Report executed by a Responsible Officer or his or her
designee.  Bank shall credit Advances to
the Designated Deposit Account.  Bank may
make Advances under this Agreement based on instructions from a Responsible
Officer or his or her designee or without instructions if the Advances are
necessary to meet Obligations which have become due.  Bank may rely on any telephone notice given
by a person whom Bank believes is a Responsible Officer or designee.”


 


and inserting in lieu
thereof the following:


 


“3.4        Procedures
for Borrowing.


 


(a)           Advances.  Subject to the prior satisfaction of all
other applicable conditions to the making of an Advance set forth in this
Agreement, to obtain an Advance other than Advances under Sections 2.1.2 or
2.1.4), Borrower shall notify Bank (which notice shall be irrevocable) by
electronic mail, facsimile, or telephone by 12:00 noon, Eastern time on the
Funding Date of the Advance.  Together
with any such electronic or facsimile notification, Borrower shall deliver to
Bank by electronic mail or facsimile a completed Transaction Report executed by
a Responsible Officer or his or her designee. 
Bank may rely on any telephone notice given by a person whom Bank
believes is a Responsible Officer or designee. 
Bank shall credit Advances to the Designated Deposit Account.  Bank may make Advances under this Agreement
based on instructions from a Responsible Officer or his or her designee or
without instructions if the Advances are necessary to meet Obligations which
have become due.


 


(b)           Term Loan.  Subject to the prior satisfaction of all
other applicable conditions to the making of any Term Loan set forth in this
Agreement, to obtain a Term Loan, Borrower shall notify Bank (which notice
shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00
noon, Eastern time on the Funding Date of the applicable Term Loan.  Together with such notification, Borrower
must promptly deliver to Bank by electronic mail or facsimile a completed
Payment/Advance Form executed by a Responsible Officer or his or her
designee.  Bank shall credit the Term
Loan to the Designated Deposit Account. 
Bank may make Term Loans under this Agreement based on instructions from
a Responsible Officer or his or her designee or without instructions


 


4

















 


if the Term Loan or Term
Loans are necessary to meet Obligations which have become due.  Bank may rely on any telephone notice given
by a person whom Bank believes is a Responsible Officer or designee.”


 


8                                          The
Loan Agreement shall be amended by deleting the following text appearing in Section 4.1
thereof:


 


“This Agreement may be
terminated prior to the Revolving Line Maturity Date by Borrower, effective
three (3) Business Days after written notice of termination is given to
Bank or if Bank’s obligation to fund Credit Extensions terminates pursuant to
the terms of Section 2.1.1(c). 
Notwithstanding any such termination, Bank’s lien and security interest
in the Collateral shall continue until Borrower fully satisfies its
Obligations.  If such termination is at
Borrower’s election or at Bank’s election due to the occurrence and continuance
of an Event of Default, Borrower shall pay to Bank, in addition to the payment
of any other expenses or fees then-owing, a termination fee in an amount equal
to one percent (1.00%) of the Revolving Line provided that no termination fee
shall be charged if the credit facility hereunder is (i) terminated after
twelve months after the Effective Date or (ii) replaced with a new
facility from another division of Silicon Valley Bank.  Upon payment in full of the Obligations and at such time as Bank’s
obligation to make Credit Extensions has terminated, Bank shall release its
liens and security interests in the Collateral and all rights therein shall
revert to Borrower.”


 


and inserting in lieu
thereof the following:


 


“From and after the Fifth
Loan Modification Effective Date, the Revolving Line may be terminated prior to
the Revolving Line Maturity Date by Borrower, effective three (3) Business
Days after written notice of such prepayment is given to Bank.  Notwithstanding any such prepayment, Bank’s
lien and security interest in the Collateral shall continue until Borrower
fully satisfies its Obligations.  If such
prepayment is at Borrower’s election or at Bank’s election due to the
occurrence and continuance of an Event of Default, Borrower shall pay to Bank,
in addition to the payment of any other expenses or fees then-owing, a
termination fee in an amount equal to (i) if such prepayment occurs after
the Fifth Loan Modification Effective Date but prior to the day that is 180
days after the Fifth Loan Modification Effective Date, one percent (1.00%) of
the Revolving Line (i.e. $100,000); (ii) if such prepayment occurs on or
after the date that is 180 days after the Fifth Loan Modification Effective
Date, but prior to the day that is 365 days from the Fifth Loan Modification
Effective Date (the “Revolving Line First Anniversary”), one-half of one
percent (0.50%) of the Revolving Line (i.e. $50,000); and (iii) if such
prepayment occurs after the Revolving Line First Anniversary, zero percent
(0.00%) of the Revolving Line; provided  that no termination fee
shall be charged if the Revolving Line is replaced with a new facility from
another division of Silicon Valley Bank. 
Upon payment in full of the Obligations and at such time as Bank’s
obligation to make Credit Extensions has terminated, Bank shall terminate and
release its liens and security interests in the Collateral and all rights
therein shall revert to Borrower.”


 


9                                          The
Loan Agreement shall be amended by deleting the following text appearing as Section 6.2(a)(i) thereof:


 


“(i) twice per month as of the 15th day and as of the last day of each month
(monthly, in the event Borrower maintains or exceeds $10,000,000 in (A) Borrower’s
unrestricted cash on deposit at Bank plus (B) unused availability pursuant
to the Revolving Line


 


5

















 


under this Agreement, as determined by Bank with
reference to the Availability Amount set forth herein), and upon each request
for a Credit Extension, a Transaction Report;”


 


and inserting in lieu
thereof the following:


 


“(i) twice per
month, as of the 15th day and as of the last day of each month, if
there are outstanding Credit Extensions under the Revolving Line (monthly,
in the event (I) there are no outstanding Credit Extensions under the
Revolving line for the entire calendar month then ended or (II) Borrower
maintains or exceeds $10,000,000 in (A) Borrower’s unrestricted cash on
deposit at Bank plus (B) unused availability pursuant to the
Revolving Line under this Agreement, as determined by Bank with reference to
the Availability Amount set forth herein), and upon each request for a Credit
Extension, a Transaction Report;”


 


10                                    The
Loan Agreement shall be amended by deleting the following text appearing as Section 6.3(c) thereof:


 


“(c)         Collection
of Accounts.  Borrower shall have the
right to collect all Accounts, unless and until a Default or an Event of
Default has occurred and is continuing. 
Accounts shall be deposited by Borrower into a lockbox account, or such
other “blocked account” as Bank may specify, pursuant to a blocked account
agreement in such form as Bank may specify in its good faith business
judgment.  Whether or not an Event of
Default has occurred and is continuing, Borrower shall hold all Payments on, and
proceeds of, Accounts in trust for Bank, and Borrower shall immediately deliver
all such payments and proceeds to Bank in their original form, duly endorsed,
to be applied to the Obligations pursuant to the terms of Section 9.4
hereof; provided, however, in the event (i) Borrower maintains or exceeds
$10,000,000 in (A) Borrower’s unrestricted cash on deposit at Bank plus (B) unused
availability pursuant to the Revolving Line under this Agreement, as determined
by Bank with reference to the Availability Amount set forth herein and (ii) no
Default or Event of Default has occurred and in is continuing, Payments on, and
proceeds of, Accounts shall be applied to the Obligations pursuant to the terms
of Section 9.4 hereof only in the event the outstanding principal amount
of the Obligations then exceeds $6,000,000 (and only to the extent the
Obligations then exceed $6,000,000) and shall otherwise be transferred by Bank
to an operating account of Borrower maintained at Bank.”


 


and inserting in lieu
thereof the following:


 


“(c)         Collection of Accounts.  Borrower shall have the right to collect all
Accounts, unless and until a Default or an Event of Default has occurred and is
continuing.  All payments on, and
proceeds of, Accounts shall be deposited directly by the applicable Account
Debtor into a lockbox account, or such other “blocked account” as Bank may
specify, pursuant to a blocked account agreement in form and substance
satisfactory to Bank in its sole discretion. 
Whether or not an Event of Default has occurred and is continuing,
Borrower shall hold all payments on, and proceeds of, Accounts in trust for
Bank, and Borrower shall promptly deliver all such payments and proceeds to
Bank in their original form, duly endorsed, to be applied to be applied to the
Obligations pursuant to the terms of Section 9.4 hereof; provided, however,
in the event (i) Borrower maintains or exceeds $10,000,000 in (A) Borrower’s
unrestricted cash on deposit at Bank plus (B) unused availability pursuant
to the Revolving Line under this Agreement, as determined by Bank with
reference to the Availability Amount set forth herein and (ii) no Default
or Event of Default has occurred and in is continuing, Payments on, and
proceeds of,


 


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Accounts shall be applied
to the Obligations pursuant to the terms of Section 9.4 hereof only in the
event the outstanding principal amount of the Obligations then exceeds
$4,500,000 (and only to the extent the Obligations then exceed $4,500,000) and
shall otherwise be transferred by Bank to an operating account of Borrower
maintained at Bank.”


 


11                                    The
Loan Agreement shall be amended by deleting the following text appearing as Section 6.6
thereof:


 


“              6.9          Financial Covenants.


 


Borrower shall
maintain at all times, to be certified by the Borrower as of the last day of each
month, unless otherwise noted, on a consolidated basis with respect to Borrower
and its Subsidiaries:


 


(a)           Liquidity.  Borrower’s (A) unrestricted
cash on deposit at Bank plus (B) unused availability pursuant to the
Revolving Line under this Agreement, as determined by Bank with reference to
the Availability Amount set forth herein, of at least $4,000,000.


 


(b)           Tangible Net Worth.  A Tangible
Net Worth, tested as of the last day of each fiscal quarter, of at least (i) as
of the quarter ending September 30, 2009, $16,000,000, and (ii) as of
the quarter ending December 31, 2009 and as of the end of each fiscal
quarter of Borrower thereafter, $15,000,000. The Tangible Net Worth
requirements set forth herein shall  increase by 50% of quarterly Net
Income and 50% of issuances of equity after the Third Loan Modification
Effective Date.”


 


and inserting in
lieu thereof the following:


 


“              6.9          Financial Covenants.


 


Borrower shall
maintain at all times, to be certified by the Borrower as of the last day of each
month, unless otherwise noted, on a consolidated basis with respect to Borrower
and its Subsidiaries:


 


(a)           Liquidity.  Borrower’s (A) unrestricted
cash on deposit at Bank plus (B) the difference between (i) gross
Borrowing Base availability (as determined by Bank from Borrower’s most recent
Borrowing Base Certificate) minus (ii) all outstanding Obligations
owed by Borrower to Bank, of at least $4,000,000.


 


(b)           Tangible Net Worth.  A Tangible
Net Worth, tested as of the last day of each fiscal quarter, of at least the
following for the periods listed below:


 


	
  Quarterly
  Period Ending

  	
   

  	
  Minimum Tangible Net Worth

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31,
  2010

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30,
  2010, December 31, 2010 and March 31, 2011

  	
   

  	
  $

  	
  11,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2011, and each quarterly period ending thereafter

  	
   

  	
  $

  	
  13,000,000

  	
   

  



 


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The Tangible Net
Worth requirements set forth above shall  increase by 50% of the proceeds from
issuances of equity and/or the incurrence of Subordinated Debt after the Fifth
Loan Modification Effective Date.”


 


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


 


“              “Availability Amount” is (a) the lesser of (i) the
Revolving Line or (ii) the Borrowing Base minus (b) the amount of all
outstanding Letters of Credit (including drawn but unreimbursed Letters of
Credit plus an amount equal to the Letter of Credit Reserves), minus (c) the
FX Reserve, and minus (d) the outstanding principal balance of any
Advances (including any amounts used for Cash Management Services).


 


“Borrowing
Base” is 80% of Eligible Accounts, as determined by Bank from
Borrower’s most recent Borrowing Base Certificate, provided, however, that Bank
may decrease the foregoing percentage  in its good
faith business judgment based on events, conditions, contingencies, or risks
which, as determined by Bank, may adversely affect Collateral.


 


“Credit
Extension” is any Advance, Letter of Credit, FX Forward Contract,
amount utilized for Cash Management Services, or any other extension of credit
by Bank for Borrower’s benefit.


 


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


 


and
inserting in lieu thereof the following:


 


“              “Availability Amount” is (a) the lesser of (i) the
Revolving Line minus 100% of the outstanding principal balance of and
accrued but unpaid interest on the Term Loans or (ii) the Borrowing Base, minus
(b) the amount of all outstanding Letters of Credit (including drawn but
unreimbursed Letters of Credit plus an amount equal to the Letter of Credit
Reserves), minus (c) the FX Reserve, and minus (d) the
outstanding principal balance of any Advances (including any amounts used for
Cash Management Services).


 


“Borrowing Base” is 80% of Eligible Accounts, as determined
by Bank from Borrower’s most recent Borrowing Base Certificate minus
100% of the outstanding principal balance of and accrued but unpaid interest on
the Term Loans, provided, however, that Bank may decrease the
foregoing advance rate percentage  in its good
faith business judgment based on events, conditions, contingencies, or risks
which, as determined by Bank, may adversely affect Collateral.


 


“Credit Extension” is any Advance, Letter of Credit, FX
Forward Contract, amount utilized for Cash Management Services, Term Loan, or
any other extension of credit by Bank for Borrower’s benefit.


 


“Revolving Line Maturity Date” is October 18, 2011.”


 


13                                    The
Loan Agreement shall be amended by deleting the following clause (m) from
the definition of “Eligible Accounts” in Section 13.1 thereof:


 


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“(m)       Accounts owing from an
Account Debtor with respect to which Borrower has received deferred revenue
(but only to the extent of such deferred revenue);”


 


and inserting in lieu
thereof the following:


 


“(m)        in Bank’s sole discretion,
Accounts owing from an Account Debtor with respect to which Borrower has
received Deferred Revenue (but only to the extent of such Deferred Revenue);”


 


14                                    The
Loan Agreement shall be amended by inserting the following definitions in the
appropriate alphabetical order in Section 13.1 thereof:


 


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


 


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


 


“Payment/Advance Form” is that certain form attached as Exhibit B
to the Fifth Loan Modification Agreement.


 


“Tranche A Term Loan” is defined in Section 2.1.5.


 


“Tranche A Term Loan Amount” is an aggregate principal amount
up to One Million Dollars ($1,000,000) plus any accrued but unpaid interest
thereon outstanding at any time.


 


“Tranche A Term Loan Availability Period” means the period
commencing on the date that Borrower provides Bank evidence satisfactory to
Bank, in its reasonable discretion, that Borrower has a Tangible Net Worth of
not less than Nine Million Dollars ($9,000,000) for the quarterly period ending
March 31, 2010 and terminating on the earlier to occur of (x) the
occurrence of an Event of Default and (y) September 30, 2010.


 


“Tranche A Term Loan Maturity Date” is the earlier to occur
of (i) the occurrence of an Event of Default and (ii) the last day of
the month that is thirty-five (35) months from the last day of the month
following the month in which the Funding Date of the Tranche A Term Loan
occurs.


 


“Tranche B Term Loan” is defined in Section 2.1.5.


 


“Tranche B Term Loan Amount” is an aggregate principal amount
up to One Million Dollars ($1,000,000) plus any accrued but unpaid interest
thereon outstanding at any time.


 


“Tranche B Term Loan Availability Period” means the period
commencing on the date that Borrower provides Bank evidence satisfactory to
Bank, in its reasonable discretion, that Borrower has a Tangible Net Worth of
not less than Nine Million Dollars ($9,000,000) for the quarterly period ending
June 30, 2010 and terminating on the earlier to occur of (i) the
occurrence of an Event of Default and (ii) December 31, 2010.


 


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“Tranche B Term Loan Maturity Date” is the earlier to occur
of (i) the occurrence of an Event of Default and (ii) the last day of
the month that is thirty-five (35) months from the last day of the month
following the month in which the Funding Date of the Tranche B Term Loan
occurs.


 


“Term Loan” or “Term Loans”
means the Tranche A Term Loan and the Tranche B Term Loan.


 


“Term Loan Maturity Date” means either or both of the Tranche
A Term Loan Maturity Date or the Tranche B Term Loan Maturity Date, as
applicable.”


 


15                                    The
Compliance Certificate appearing as Exhibit D
to the Loan Agreement is hereby replaced with the Compliance Certificate
attached as Exhibit A hereto.


 


16                                    The
LIBOR Supplement to Agreement appearing as Exhibit E
to the Loan Agreement is hereby replaced with the Payment/Advance Form attached
as Exhibit B hereto.


 


4.             CONDITIONS
PRECEDENT.  Borrower hereby agrees
that the following documents shall be delivered to the Bank prior to or
concurrently with the Fifth Loan Modification Effective Date, each in form and
substance satisfactory to the Bank (collectively, the “Conditions Precedent”):


 


A.                                   copies,
certified by a duly authorized officer of the Borrower to be true and complete
as of the date hereof, of each of (i) the governing documents of the
Borrower as in effect on the date hereof, (ii) the resolutions of the
Borrower authorizing the execution and delivery of this Loan Modification
Agreement, the other documents executed in connection herewith and the Borrower’s
performance of all of the transactions contemplated hereby, and (iii) an
incumbency certificate giving the name and bearing a specimen signature of each
individual who shall be so authorized;


 


B.                                     a
certificate from the Secretary of State of the applicable State of organization
of a recent date as to the Borrower’s existence and good standing, together
with a certificate of foreign qualification from each applicable jurisdiction;


 


C.                                     updated
Perfection Certificates, duly executed by the Borrower;


 


D.                                    an
opinion from Borrower’s counsel as to authority of the Borrower to execute and
deliver this Loan Modification Agreement and enforceability of this Loan
Modification Agreement;


 


E.                                      updated
property insurance and liability insurance certificates; and


 


F.                                      such
other documents and/or instruments as Bank may request, in its reasonable
discretion.


 


5.             FEES.  Borrower shall pay to Bank a modification fee
in the amount of Thirty Seven Thousand Five Hundred Dollars ($37,500.00), 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.


 


6.             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.


 


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


 


10




















 


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, 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.


 


11

















 


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 Fifth 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/
  Philip T. Silvia III

  	
   

  
	
  Name:

  	
  Philip
  T. Silvia III

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


 


Fifth Loan Modification
Effective Date: March 10, 2010


 


 


[Satcon
–Fifth Loan Modification Agreement Signature Page]


 

















 


Exhibit A to Fifth
Loan Modification Agreement


 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


	
  TO:

  	
  SILICON
  VALLEY BANK

  	
  Date:                                

  
	
  FROM:

  	
  SATCON
  TECHNOLOGY CORPORATION, et al.

  	
   

  



 


The undersigned
authorized officer of Satcon Technology Corporation and its Subsidiaries (“Borrower”) certifies that under the terms and conditions of
the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for
the period ending                                  
with all required covenants except as noted below, (2) there are no Events
of Default, (3) all representations and warranties in the Agreement are
true and correct in all material respects on this date except as noted below;
provided, however, that such materiality qualifier shall not be applicable to
any representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that those
representations and warranties expressly referring to a specific date shall be
true, accurate and complete in all material respects as of such date, (4) Borrower,
and each of its Subsidiaries, has timely filed all required tax returns and
reports, and Borrower has timely paid all foreign, federal, state and local
taxes, assessments, deposits and contributions owed by Borrower except as
otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no
Liens have been levied or claims made against Borrower or any of its
Subsidiaries, if any, relating to unpaid employee payroll or benefits of which
Borrower has not previously provided written notification to Bank.  Attached are the required documents
supporting the certification.  The
undersigned certifies that these are prepared in accordance with generally GAAP
consistently applied from one period to the next except as explained in an
accompanying letter or footnotes.  The
undersigned acknowledges that no borrowings may be requested at any time or date
of determination that Borrower is not in compliance with any of the terms of
the Agreement, and that compliance is determined not just at the date this
certificate is delivered.  Capitalized
terms used but not otherwise defined herein shall have the meanings given them
in the Agreement.


 


Please
indicate compliance status by circling Yes/No under “Complies” column.


 


	
  Reporting
  Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly
  financial statements with Compliance Certificate

  	
   

  	
  Monthly
  within 30 days

  	
   

  	
  Yes  No

  
	
  Annual
  financial statement (CPA Audited) + CC

  	
   

  	
  FYE
  within 120 days

  	
   

  	
  Yes  No

  
	
  10-Q,
  10-K and 8-K

  	
   

  	
  Within
  5 days after filing with SEC

  	
   

  	
  Yes  No

  
	
  A/R &
  A/P Agings

  	
   

  	
  Monthly
  within 15 days

  	
   

  	
  Yes  No

  
	
  Projections

  	
   

  	
  Annually

  	
   

  	
  Yes  No

  
	
  Transaction
  Reports

  	
   

  	
  Bi-weekly (monthly,
  in the event (I) there are no outstanding Credit Extensions under the
  Revolving line for the entire calendar month then ended or (II) Borrower
  maintains or exceeds $10,000,000 in (A) Borrower’s unrestricted cash on
  deposit at Bank plus (B) unused availability pursuant to the
  Revolving Line under this Agreement, as determined by Bank with reference to
  the Availability Amount set forth herein

  	
   

  	
  Yes  No

  



 

















 


The
following Intellectual Property was registered after the Effective Date (if no
registrations, state “None”)


 


 


	
  Financial
  Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintain, as indicated:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Liquidity (at all
  times, certified monthly)

  	
   

  	
  $

  	
  4,000,000

  	
   

  	
  $

  	
       

  	
   

  	
  Yes  No

  	
   

  
	
  Minimum Tangible Net Worth
  (quarterly)

  	
   

  	
  $

  	
          

  	
  *

  	
  $

  	
          

  	
   

  	
  Yes  No

  	
   

  



 






*See Section 6.9(b)


 


The
following financial covenant analyses and information set forth in Schedule 1
attached hereto are true and accurate as of the date of this Certificate.


 


The
following are the exceptions with respect to the certification above:  (If no exceptions exist, state “No exceptions
to note.”)


 


 


 


 


	
  SATCON TECHNOLOGY
  CORPORATION, et al.

  	
  BANK
  USE ONLY  

  
	
   

  	
   

  
	
   

  	
  Received
  by: 

  	
   

  
	
  By:

  	
   

  	
   

  	
  AUTHORIZED SIGNER

  
	
  Name:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
  Verified:

  	
   

  
	
   

  	
  AUTHORIZED SIGNER

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  Compliance
  Status:         Yes      No

  



 






 












 


Schedule 1 to Compliance Certificate


 


Financial Covenants of Borrower


 


Dated:                                    


 


I.              Liquidity (Section 6.9(a))


 


Required:               $4,000,000 (at all times)


 


Actual:


 


	
  A.

  	
   

  	
  Unrestricted
  cash at Bank

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Gross
  Borrowing Base availability (as determined by Bank from Borrower’s most recent
  Borrowing Base Certificate)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  All
  outstanding Obligations owed by Borrower to Bank

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Net
  Borrowing Base Availability (line B minus line C)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Liquidity
  (line A plus line D)

  	
   

  	
  $

  	
   

  



 


Is line E equal to or
greater than $4,000,000         ?


 


	
  No,
  not in compliance

  	
  Yes, in compliance

  



 

















 


II.            Tangible Net Worth
(Section 6.9(b))


 


Required:               A Tangible Net Worth, tested as of the
last day of each fiscal quarter, of at least the following for the periods
listed below:


 


	
  Quarterly
  Period Ending

  	
   

  	
  Minimum Tangible Net Worth

  	
   

  
	
  March 31,
  2010

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
  June 30,
  2010

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  September 30,
  2010, December 31, 2010 and March 31, 2011

  	
   

  	
  $

  	
  11,000,000

  	
   

  
	
  June 30,
  2011, and each quarterly period ending thereafter

  	
   

  	
  $

  	
  13,000,000

  	
   

  



 


The Tangible Net Worth
requirements set forth above shall  increase by 50% of the proceeds from
issuances of equity and/or the incurrence of Subordinated Debt after the Fifth
Loan Modification Effective Date.


Actual:


 


	
  A.

  	
   

  	
  Aggregate value of total assets of Borrower

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Deferred Financing Costs

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Aggregate value of goodwill of Borrower

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Aggregate value of intangible assets of Borrower

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Aggregate value of obligations owing to Borrower
  from officers or other directors

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F.

  	
   

  	
  Aggregate value of any reserves not already
  deducted from assets

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  Total Liabilities

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H.

  	
   

  	
  Value of line A plus B minus C minus
  D minus E minus F minus G

  	
   

  	
  $

  	
   

  



 


Is line H equal to or
greater than the sum of (i) $        plus
(ii) 50% of the
proceeds from issuances of equity and/or the incurrence of Subordinated Debt
after the Fifth Loan Modification Effective Date?


 


	
  No,
  not in compliance

  	
  Yes, in compliance

  



 


Is Line H equal to or greater than $9,000,000 for the
quarterly period ended March 31, 2010?


 


	
  No,
  no Tranche A Term Loan
  Availability             

  	
  Yes,
  can borrow Tranche A Term Loan through 

  
	
   

  	
  September 30,
  2010 (provided no Event of Default)

  



 

















 


Is Line H equal to or greater than $9,000,000
for the quarterly period ended June 30, 2010?


 


	
  No,
  no Tranche B Term Loan Availability             

  	
  Yes,
  can borrow Tranche B Term Loan through

  
	
   

  	
  December
  31, 2010 (provided no Event of Default)

  



 
















 


Exhibit B
to Fifth Loan Modification Agreement


 


LOAN PAYMENT/ADVANCE REQUEST FORM


 


DEADLINE
FOR SAME DAY PROCESSING IS NOON E.S.T


 




	
  Fax To:

  	
   

  	
  Date: 

  	
   

  






 


LOAN PAYMENT:


SATCON
TECHNOLOGY CORPORATION, et al.




	
   

  	
   

  	
   

  
	
  From Account #

  	
   

  	
   

  	
  To
  Account #

  	
   

  
	
  (Deposit Account #)

  	
   

  	
   

  	
  (Loan Account #)

  
	
  Principal $

  	
   

  	
   

  	
  and/or Interest $

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized Signature:

  	
   

  	
   

  	
  Phone Number:

  	
   

  
	
  Print Name/Title:

  	
   

  	
   

  	
   

  	
   

  
										






 


LOAN ADVANCE:


 


Complete Outgoing Wire Request section below if all or a portion of
the funds from this loan advance are for an outgoing wire.


 




	
  From Account #

  	
   

  	
   

  	
  To
  Account #

  	
   

  
	
  (Loan Account #)

  	
   

  	
   

  	
  (Deposit Account
  #)

  






 




	
  Amount of Advance $

  	
   

  	
   

  	
   

  	
   

  






 


All Borrower’s
representations and warranties in the Loan and Security Agreement are true,
accurate and complete in all material respects on the date of the request for
an advance; provided, however, that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or
modified by materiality in the text thereof; and provided, further that those
representations and warranties expressly referring to a specific date shall be
true, accurate and complete in all material respects as of such date:


 




	
  Authorized Signature:

  	
   

  	
   

  	
  Phone Number:

  	
   

  
	
  Print Name/Title:

  	
   

  	
   

  	
   

  	
   

  
						






 


OUTGOING WIRE REQUEST:


Complete only if all or a portion
of funds from the loan advance above is to be wired.


Deadline for same day
processing is noon, P.S.T.


 




	
  Beneficiary Name: 

  	
   

  	
   

  	
  Amount of Wire: $

  	
   

  
	
  Beneficiary Bank: 

  	
   

  	
   

  	
  Account Number:

  	
   

  
	
  City and State:

  	
   

  	
   

  	
   

  
								






 




	
  Beneficiary Bank
  Transit (ABA) #:

  	
   

  	
   

  	
  Beneficiary Bank Code
  (Swift, Sort, Chip, etc.):

  	
   

  
	
   

  	
   

  	
  (For International Wire Only)

  






 




	
   

  	
   

  
	
  Intermediary Bank:

  	
   

  	
   

  	
  Transit (ABA) #:

  	
   

  
	
  For Further Credit to:

  	
   

  
	
   

  
	
  Special
  Instruction:

  	
   

  
						






 


By signing below, I (we)
acknowledge and agree that my (our) funds transfer request shall be processed
in accordance with and subject to the terms and conditions set forth in the
agreements(s) covering funds transfer service(s), which agreements(s) were
previously received and executed by me (us).


 

















 




	
  Authorized Signature:

  	
   

  	
   

  	
  2nd Signature (if
  required):

  	
   

  
	
  Beneficiary Bank: 

  	
   

  	
   

  	
  Print Name/Title:

  	
   

  
	
  Telephone #:

  	
   

  	
   

  	
  Telephone #: