EXHIBIT 10.1
FOURTH LOAN MODIFICATION AGREEMENT
This Fourth Loan Modification Agreement
(this "Loan Modification Agreement") is
entered into as of February 10, 2006 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, doing business under the name "Silicon Valley East"
("Bank") and SATCON TECHNOLOGY CORPORATION, a Delaware corporation with offices
located at 27 Drydock Avenue, Boston, Massachusetts 02210 (FAX 617-897-2401);
SATCON POWER SYSTEMS, INC., Delaware corporation with offices located at 27
Drydock Avenue, Boston, Massachusetts 02210; SATCON APPLIED TECHNOLOGY, INC., a
Delaware corporation with offices located at 27 Drydock Avenue, Boston,
Massachusetts 02210; SATCON ELECTRONICS, INC., a Delaware corporation with
offices located at 27 Drydock Avenue, Boston, Massachusetts 02210; and SATCON
POWER SYSTEMS CANADA LTD., a corporation organized under the laws of the
Province of Ontario, Canada with offices located at 35 Harrington Court,
Burlington, Ontario L7N 3P3 (jointly and severally, individually and
collectively, "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 JANUARY 31, 2005,
EVIDENCED BY, AMONG OTHER DOCUMENTS,
A CERTAIN LOAN AND SECURITY AGREEMENT
DATED AS OF JANUARY 31, 2005 BETWEEN BORROWER AND BANK, AS AMENDED BY A CERTAIN
LOAN MODIFICATION AGREEMENT DATED AS OF MAY 31, 2005, A CERTAIN SECOND LOAN
MODIFICATION AGREEMENT DATED AS OF NOVEMBER 8, 2005, AND A CERTAIN THIRD LOAN
MODIFICATION AGREEMENT DATED AS OF JANUARY 31, 2006 (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 JANUARY 31, 2005 (THE "IP
AGREEMENT")
(TOGETHER WITH ANY OTHER COLLATERAL SECURITY GRANTED TO BANK, THE
"SECURITY DOCUMENTS").
Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".
3.
DESCRIPTION OF CHANGE IN TERMS.
Modifications to Loan Agreement.
A.
THE LOAN AGREEMENT IS HEREBY AMENDED BY
DELETING THE FOLLOWING TEXT APPEARING IN SECTION 2 OF THE SCHEDULE THERETO IN
ITS ENTIRETY:
"INTEREST RATE (SECTION 1.2):
A RATE EQUAL TO THE GREATER OF (I) 6.75% PER ANNUM OR (II) THE "PRIME RATE" IN
EFFECT FROM TIME TO TIME, PLUS 2.00% PER ANNUM. INTEREST SHALL BE CALCULATED ON
THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL NUMBER OF DAYS ELAPSED. "PRIME RATE"
MEANS THE RATE ANNOUNCED FROM TIME TO TIME BY SILICON AS ITS "PRIME RATE;" IT IS
A BASE RATE UPON WHICH OTHER RATES CHARGED BY SILICON ARE BASED, AND IT IS NOT
NECESSARILY THE BEST RATE AVAILABLE AT SILICON. THE INTEREST RATE APPLICABLE TO
THE OBLIGATIONS SHALL CHANGE ON EACH DATE