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