CERTIFICATES DELIVERED TO THE BANK ON OR ABOUT
JANUARY 31, 2005, AND ACKNOWLEDGES, CONFIRMS AND AGREES THE DISCLOSURES AND
INFORMATION PROVIDED THEREIN HAVE NOT CHANGED, AS OF THE DATE HEREOF.
7.
CONSISTENT CHANGES.
THE EXISTING LOAN DOCUMENTS ARE HEREBY
AMENDED WHEREVER NECESSARY TO REFLECT THE CHANGES DESCRIBED ABOVE.
8.
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.
9.
NO DEFENSES OF BORROWER.
BORROWER HEREBY ACKNOWLEDGES AND AGREES
THAT BORROWER HAS NO OFFSETS, DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST THE
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
THE BANK, WHETHER KNOWN OR UNKNOWN, AT LAW OR IN EQUITY, ALL OF TEM ARE HEREBY
EXPRESSLY WAIVED AND BORROWER HEREBY RELEASES THE BANK FROM ANY LIABILITY
THEREUNDER.
10.
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.
11.
COUNTERSIGNATURE.
THIS LOAN MODIFICATION AGREEMENT SHALL BECOME
EFFECTIVE ONLY WHEN IT SHALL HAVE BEEN EXECUTED BY BORROWER AND BANK.
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This Loan Modification Agreement is executed as a sealed instrument under the
laws of the Commonwealth of Massachusetts as of the date first written above.
BORROWER:
SATCON TECHNOLOGY CORPORATION
By
/s/ David B. Eisenhaure
Name: David B. Eisenhaure
Title: Chairman of the Board, CEO and Secretary
SATCON POWER SYSTEMS, INC.
By
/s/ David B. Eisenhaure
Name: David B. Eisenhaure
Title: Chairman of the Board, CEO and Secretary
SATCON APPLIED TECHNOLOGY, INC.
By
/s/ David B. Eisenhaure
Name: David B. Eisenhaure
Title: Chairman of the Board, CEO and Secretary
SATCON ELECTRONICS, INC.
By
/s/ David B. Eisenhaure
Name: David B. Eisenhaure
Title: Chairman of the Board, CEO and Secretary
SATCON POWER SYSTEMS CANADA LTD.
By
/s/ David B. Eisenhaure
Name: David B. Eisenhaure
Title: Chairman of the Board, CEO and Secretary
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BANK:
SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST
By:
/s/ Michael Trumack
Name: Michael Trumack
Title: Vice President
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