EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT 
 TO

 LOAN AND SECURITY AGREEMENT 

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of December 19, 2014 (the
“Second Amendment Date”), by and between AMERICAN SUPERCONDUCTOR CORPORATION (“ASMC”), ASC DEVENS LLC (“Devens”), and SUPERCONDUCTIVITY, INC. (“Superconductivity, together with ASMC and Devens, collectively,
“Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”). 
 RECITALS

 Borrower and Lender are parties to that certain Loan and Security Agreement dated as of June 5, 2012, as amended by a First
Amendment to Loan and Security Agreement dated as of November 15, 2013 (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment. Unless otherwise defined herein, capitalized terms in
this Amendment shall have the meanings assigned in the Agreement. 
 NOW, THEREFORE, the parties agree as follows: 

1. Certain definitions in Section 1.1 are amended or added, as follows: 

“Advance” means the Term Advance, Term Advance B or Term Advance C. 

“Second Amendment” means that certain Second Amendment to Agreement dated as of the Second Amendment Date between
Borrower and Lender. 
 “Second Amendment Date” means December 19, 2014. 

“Term Advance C” means the cash advance made under Section 2.1.2. 

“Term Advance C Maturity Date” means March 1, 2017; provided that the Term Advance C Maturity Date shall be June 1, 2017
if after the Second Amendment Date and before December 31, 2015, Borrower receives proceeds of at least $10,000,000 from (i) the sale or issuance of the equity interests of ASMC or (ii) Subordinated Indebtedness. 

“Term Advance C Request” shall have the meaning assigned to such term in Section 2.1.2(b). 

2. Section 2.1.2 is added to the Agreement, as follows: 

2.1.2 Term Advance C. 
 (a)
Advance. On the Second Amendment Date, subject to the terms and conditions of this Agreement, Lender will make, and Borrower agrees to draw, one Term Advance C equal to $1,500,000. 

(b) Advance Request. To obtain Term Advance C, Borrower shall complete, sign and deliver an Advance Request in substantially the form attached
to the Second Amendment (“Term Advance C Request”) to Lender. Lender shall fund Term Advance C in the manner requested by the Term Advance C Request provided that each of the conditions precedent to Term Advance C is satisfied as of the
requested Advance Date. 







 (c) Interest. The principal balance of Term Advance C shall bear interest thereon from such
Advance Date at an initial rate equal to 11.0% per annum. The interest rate will increase by the amount that the Prime Rate exceeds 3.75% from time to time, such increase to be effective on the same date as the change in the Prime Rate. The
interest rate shall in no case be less than 11.0% per annum. Interest is computed on a year consisting of 360 days, with interest calculated daily based on the actual number of days elapsed. 

(d) Payment. Borrower will make interest-only payments on Term Advance C, beginning on the first Business Day of the month after the date of
Term Advance C, and continuing on the first Business Day of each month thereafter for so long as any part of Term Advance C remains outstanding. The entire Term Advance C principal balance and all accrued but unpaid interest hereunder shall be due
and payable on the Term Advance C Maturity Date. Borrower shall make all payments under this Agreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. Lender will initiate debit entries to Borrower’s
account as authorized on the ACH Authorization on each payment date of all periodic obligations payable to Lender in respect of the Term Advance C. Any interest not paid when due shall be added to principal and thereafter bear interest at the rate
specified in Section 2.1.2(c), subject to increase, if applicable, pursuant to Section 2.3. 
 (e) Term Advance C Facility Charge.
On the Second Amendment Date, Borrower shall pay Lender a facility charge equal to $15,000. 
 (f) Term Advance C End of Term Charge. On the
earliest to occur of (i) the Term Advance C Maturity Date, (ii) the date that Borrower prepays the Term Advance C, and (iii) the date that Term Advance C becomes due and payable, Borrower shall pay Lender a charge equal to $75,000.

 (g) Prepayment Charge. Borrower may prepay all, but not less than all, of Term Advance C at any time upon at least two Business Days’
notice to Lender. Upon any prepayment of Term Advance C before December 31, 2015, Borrower shall pay Lender a prepayment charge equal to three percent (3.0%) of the amount of such prepayment. Such prepayment charge shall be due whether
Term Advance C is prepaid voluntarily or in connection with a Change of Control or Event of Default. 
 (h) Change in Control. The entire
principal amount of Term Advance C, all accrued but unpaid interest, and the related Term Advance C end of term charge and prepayment premium, if applicable, shall be due and payable upon a Change in Control. 

(i) Mandatory Prepayment. If Borrower disposes of any assets other than in connection with a transaction that is subject to any of clauses (i),
(ii) or (iii) of the “Permitted Transfers” definition at any time after the Second Amendment Date, Borrower shall pay Lender, at Lender’s election, an amount equal up to the net proceeds of any such disposition greater than
$1,000,000 and only to the extent any amounts remain from such disposition after Borrower makes the required payments under Section 2.1.1(i) in any calendar year as a mandatory prepayment of the Term Advance C, such payment to be applied first
to outstanding interest, then to principal installments due in reverse order of maturity. Any such prepayment shall not be subject to the prohibition on partial prepayments and shall not be subject to the imposition of a prepayment charge pursuant
to Section 2.1.2(g). 
 (j) Promissory Note. At Lender’s request, Borrower shall execute a promissory note in form and substance
reasonably acceptable to Borrower and Lender to evidence Term Advance C. 







 3. Section 6.18 is amended in its entirety to read as follows: 

6.18 Unrestricted Cash. Borrower shall at all times maintain a balance of unrestricted cash or cash equivalents (including, for the avoidance
of doubt, any marketable securities invested under Borrower’s Investment Policy) of not less than the lesser of (i) the aggregate Secured Obligations outstanding under this Agreement and (ii) $5,000,000. From and after the Second
Amendment Date but on or before June 30, 2015, if Borrower receives at least $10,000,000 of proceeds from (a) the sale or issuance of the equity interests of ASMC or (b) Subordinated Indebtedness, Borrower shall maintain a balance of
unrestricted cash or cash equivalents (including, for the avoidance of doubt, any marketable securities invested under Borrower’s Investment Policy) of not less than the lesser of (i) the aggregate Secured Obligations outstanding under
this Agreement and (ii) $2,000,000. 
 4. Section 8.10 is added to the Agreement to read as follows: 

8.10 Ghodawat Action. If a judgment, award, or other decision is rendered against Borrower, or Borrower is ordered or directed to pay, by
enforcement or similar action, or elects to pay voluntarily or otherwise, or enters into a settlement or other agreement, pursuant to which Borrower pays or becomes obligated to pay, more than approximately Euro 8,340,000, plus any statutory,
non-penalty, interest rate as applicable in Singapore (which is currently 5.33%), plus non-penalty taxes, plus any other reasonable reimbursable fees, expenses and costs (including reasonable legal fees) in connection with the enforcement of the
award, in each case in connection with the claims between Borrower and Ghodawat Energy Pvt. Ltd. 
 5. The Agreement, as amended hereby,
shall be and remain in full force and effect in accordance with its terms and is ratified and confirmed in all respects (other than ratification of any representations, which is addressed in Section 5). Except as expressly set forth herein, the
execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Loan Documents, as in effect prior to the date hereof. 

6. Borrower represents and warrants that the representations and warranties contained in the Agreement and Loan Documents are true and correct
in all material respects as of the date of this Amendment (other than any representations or warranties that relate to a specific date or specific schedules, which such representations and warranties are true and correct in all material respects on
such earlier date or with respect to such schedules previously delivered). 
 7. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one instrument. 
 8. Within ten (10) Business
Days after the Second Amendment Date, Borrower shall deliver to Lender, inform and substance reasonably satisfactory to Lender an endorsement to title insurance policy in connection with this Amendment. 

9. As a condition to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender the
following: 
 (a) this Amendment; 

(b) an Amended and Restated Warrant to Purchase Stock; 

(c) an amendment to that certain Mortgage and Security Agreement; 

(d) a consent of Cowen; 
 (e) a
certificate of an officer of Borrower, together with resolutions of Borrower’s board of directors approving the transactions contemplated by this Amendment; 







 (f) a Term Advance C Request; and 

(g) such other documents as Lender reasonably requests. 

[Remainder of page intentionally left blank; signature page follows.] 







 IN WITNESS WHEREOF, Lender and Borrower have executed this Second Amendment to Loan and Security Agreement as of
the first date above written. 
  

			
	AMERICAN SUPERCONDUCTOR CORPORATION
		
	By:	 	 /s/ David Henry

		
	Name:	 	 David Henry

		
	Title:	 	 Chief Financial Officer

	
	SUPERCONDUCTIVITY, INC.
		
	By:	 	 /s/ David Henry

		
	Name:	 	 David Henry

		
	Title:	 	 Chief Financial Officer

	
	ASC DEVENS LLC
	
	By: American Superconductor Corporation, its sole member
		
	By:	 	 /s/ David Henry

		
	Name:	 	 David Henry

		
	Title:	 	 Chief Financial Officer

	
	HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
		
	By:	 	 /s/ Ben Bang

		
	Name:	 	 Ben Bang

		
	Title:	 	 Associate General Counsel









 EXHIBIT A 

TERM ADVANCE C REQUEST 
  

			
	To:	  	Date: December     , 2014

 Hercules Technology Growth Capital, Inc. 

400 Hamilton Avenue, Suite 310 

Palo Alto, CA 94301 
 Facsimile:
650-473-9194 
 Attn: 
 AMERICAN SUPERCONDUCTOR
CORPORATION, for itself and any other entities comprising Borrower requests from Hercules Technology Growth Capital, Inc. (“Lender”) the Term Advance C in the amount of $1,500,000 on December     , 2014 (the “Term
Advance C Date”) pursuant to the Loan and Security Agreement between Borrower and Lender, as amended (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined
in the Agreement. 
 Please: 
  

													
	(a)	    	Issue a check payable to Borrower	  	  
	 	
		    	                              or	  		 	
	(b)	    	Wire Funds to Borrower’s account	  	  
	 	
		    	Bank:	 	  
	 		 	
		    	Address:	 	  
	 		 	
		    		 	  
	 		 	
		    	ABA Number:	 	  
	 		 	
		    	Account Number:	 	  
	 		 	
		    	Account Name:	 	  
	 		 	

 Borrower represents that the conditions precedent to the Term Advance C set forth in the Agreement are satisfied and shall be
satisfied upon the making of such Term Advance C, including but not limited to: (i) that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the representations
and warranties set forth in the Agreement and in the Warrant are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date; (iii) that Borrower is in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the
Advance Date, no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents. Borrower understands and acknowledges that Lender has the right to
review the financial information supporting this representation and, based upon such review in its sole discretion, Lender may decline to fund the requested Advance. 

Borrower represents that Borrower’s corporate status and locations have not changed since the date of the Agreement or, if the Attachment to this Advance
Request is completed, are as set forth in the Attachment to this Advance Request. 
 Borrower agrees to notify Lender promptly before the funding of the
Term Advance C if any of the matters that have been represented above shall not be true and correct on the Advance Date and if Lender has received no such notice before the Advance Date then the statements set forth above shall be deemed to have
been made and shall be deemed to be true and correct as of the Advance Date. 







 Executed as of the date first set forth above. 

 

			
	AMERICAN SUPERCONDUCTOR CORPORATION
		
	SIGNATURE:	 	  

		
	TITLE:	 	  

		
	PRINT NAME:	 	  










 ATTACHMENT TO ADVANCE REQUEST 

Dated: December     , 2014 

Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: 

 

			
	Name:	  	AMERICAN SUPERCONDUCTOR CORPORATION
	Type of organization:	  	Corporation
	State of organization:	  	Delaware
	Organization file number:	  	2123041