ACCOUNTS RECEIVABLE PURCHASE MODIFICATION AGMT



 






EXHIBIT 10.1




ACCOUNTS RECEIVABLE PURCHASE MODIFICATION AGREEMENT




     This Accounts Receivable Purchase Modification Agreement is entered into
as of March 17, 2004, by and between Superconductor Technologies Inc. (the
“Seller”) and Silicon Valley Bank (“Buyer”).



1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be
owing by Seller to Buyer, Seller is indebted to Buyer pursuant to, among other
documents, an Accounts Receivable Purchase Agreement, dated March 28, 2003 by
and between Seller and Buyer, as may be amended from time to time (the
“Accounts Receivable Purchase Agreement”). Capitalized terms used without
definition herein shall have the meanings assigned to them in the Accounts
Receivable Purchase Agreement.



Hereinafter, all indebtedness owing by Seller to Buyer shall be referred to as
the “Indebtedness”.



2. DESCRIPTION OF COLLATERAL. The Collateral as described in the Accounts
Receivable Purchase Agreement and the Intellectual Property Security Agreement,
dated March 28, 2003 (“IP Agreement”), secures repayment of the Indebtedness.



Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Indebtedness shall be
referred to as the “Security Documents”. Hereinafter, the Security Documents,
together with all other documents evidencing or securing the Indebtedness shall
be referred to as the “Existing Documents”.



3. DESCRIPTION OF CHANGE IN TERMS.




	 	A.	 	Modification(s) to Accounts Receivable Purchase Agreement:






	 	1.	 	The first sentence in Section 17 entitled “Term
and Termination” is hereby amended to read as follows:
	 
	 	 	 	The term of this Agreement shall be through March 16, 2005
unless terminated in writing by Buyer or Seller.






	 	B.	 	Modification(s) to IP Agreement:






	 	1.	 	Item “(g)” under Section 3 entitled “Covenants
and Warranties” is hereby amended to read as follows:
	 
	 	 	 	Grantor shall not register any Copyrights or Mask Works with
the United States Copyright Office unless it: (i) has given
at least fifteen (15) days’ prior notice to Bank of its
intent to register such Copyrights or Mask Works and has
provided Bank with a copy of the application it intends to
file with the United States Copyright Office (excluding
exhibits thereto); (ii) executes a security agreement or such
other documents as Bank may reasonably request in order to
maintain the perfection and priority of Bank’s security
interest in the Copyrights proposed to be registered with the
United States Copyright Office; and (iii) records such
security documents with the United States Copyright Office
contemporaneously with filing the Copyright application(s)
with the United States Copyright Office. Grantor shall
promptly provide to Bank a copy of the Copyright
application(s) filed with the United States Copyright Office,
together with evidence of the recording of the security
documents necessary for Bank to maintain the perfection and
priority of its security interest in such Copyrights or Mask
Works. Grantor shall provide written notice to Bank of any
application filed by Grantor in the United States Patent
Trademark Office for a patent or to register a trademark or
service mark within 30 days of any such filing;





 









 










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



5. NO DEFENSES OF SELLER. Seller agrees that, as of this date, it has no
defenses against the obligations to pay any amounts under the Indebtedness.



6. CONTINUING VALIDITY. Seller understands and agrees that in modifying the
existing Indebtedness, Buyer is relying upon Seller’s representations,
warranties, and agreements, as set forth in the Existing Documents. Except as
expressly modified pursuant to this Accounts Receivable Purchase Modification
Agreement, the terms of the Existing Documents remain unchanged and in full
force and effect. Buyer’s agreement to modifications to the existing
Indebtedness pursuant to this Accounts Receivable Purchase Modification
Agreement in no way shall obligate Buyer to make any future modifications to
the Indebtedness. Nothing in this Accounts Receivable Purchase Modification
Agreement shall constitute a satisfaction of the Indebtedness. It is the
intention of Buyer and Seller to retain as liable parties all makers and
endorsers of Existing Documents, unless the party is expressly released by
Buyer in writing. No maker, endorser, or guarantor will be released by virtue
of this Accounts Receivable Purchase Modification Agreement. The terms of this
paragraph apply not only to this Accounts Receivable Purchase Modification
Agreement, but also to any subsequent Accounts Receivable Purchase modification
agreements.



7. COUNTERSIGNATURE. This Accounts Receivable Purchase Modification Agreement
shall become effective only when executed by Seller and Buyer.



	 	 	 
	SELLER:

	 	BUYER:
	 
	 	 
	SUPERCONDUCTOR TECHNOLOGIES, INC.

	 	SILICON VALLEY BANK
	 
	 	 
	By: 


	 	By: 


	Name: 



	 	Name: 


	Title: 



	 	Title: