Exhibit 10.64
SEVENTH AMENDMENT TO AMENDED AND RESTATED
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This Seventh Amendment to Amended and Restated Accounts Receivable
Financing Agreement (this "Seventh Amendment") is entered into as of December 9,
2004, by and among (i) SILICON VALLEY BANK, a California-chartered bank, with
its principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx
00000 and with a loan production office located at One Newton Executive Park,
Suite 200, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, doing business
under the name "Silicon Valley East" ("Bank") and (ii) SATCON TECHNOLOGY
CORPORATION, a Delaware corporation with offices located at 00 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx, 00000 (FAX 000-000-0000); SATCON POWER SYSTEMS, INC.,
Delaware corporation with offices located at 00 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, 00000; SATCON APPLIED TECHNOLOGY, INC., a Delaware corporation
with offices located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx; SATCON
ELECTRONICS, INC., a Delaware corporation with offices located at 00 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000; and SATCON POWER SYSTEMS CANADA LTD., a
corporation organized under the laws of the Province of Ontario, Canada with
offices located at 00 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx X0X 0X0
(individually and collectively, jointly and severally, "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 certain Amended and Restated
Accounts Receivable Financing Agreement dated as of April 4, 2003, as
amended by a certain First Amendment to Amended and Restated Accounts
Receivable Financing Agreement dated as of June 24, 2003, as further
amended by a certain Second Amendment to Amended and Restated Accounts
Receivable Financing Agreement dated as of August 11, 2003, as further
amended by a certain Third Amendment to Amended and Restated Accounts
Receivable Financing Agreement dated as of September 2, 2003, as further
amended by a certain Fourth Amendment to Amended and Restated Accounts
Receivable Financing Agreement dated as of September 10, 2003, as further
amended by a certain Fifth Amendment to Amended and Restated Accounts
Receivable Financing Agreement dated as of October 20, 2003, and as further
amended by a certain Sixth Amendment to Amended and Restated Accounts
Receivable Financing Agreement dated as of December 12, 2003 (as amended
from time to time, 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 (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.
MODIFICATION TO LOAN AGREEMENT. The Loan Agreement shall be amended by
deleting the following definition appearing in Section 1 thereof:
" "Facility Period" is the period beginning on the 2003
Closing Date and continuing until the date which is 364 days
after the 2003 Closing Date, unless the period is terminated
sooner by Bank with notice to Borrower or by Borrower pursuant to
Section 4.3."
and inserting in lieu thereof the following:
" "Facility Period" is the period beginning on this date
and continuing until December 31, 2004, unless it is terminated
sooner by Bank with notice to Borrower or by Borrower pursuant to
Section 4.3."
4. RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT. Borrower hereby
ratifies, confirms and reaffirms, all and singular, the terms and
conditions of a certain Intellectual Property Security Agreement dated as
of December 19, 2002 between Borrower and Bank, and acknowledges, confirms
and agrees that said Intellectual Property Security Agreement contains an
accurate and complete listing of all Intellectual Property Collateral as
defined in said Intellectual Property Security Agreement, shall remain in
full force and effect.
5. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
6. 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.
7. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against 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 Bank, whether known or unknown, at law or in equity, all of them
are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any
liability thereunder.
8. 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 Seventh Amendment, 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 Seventh Amendment in no way shall obligate Bank to make
any future modifications to the Obligations. Nothing in this Seventh
Amendment 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 Seventh Amendment.
9. COUNTERSIGNATURE. This Seventh Amendment shall become effective only when
it shall have been executed by Borrower and Bank.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
This Seventh Amendment 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/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
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Title VP Chief Financial Officer
-----------------------------
SATCON POWER SYSTEMS, INC.
By /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
------------------------------
Title VP Chief Financial Officer
-----------------------------
SATCON APPLIED TECHNOLOGY, INC.
By /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
------------------------------
Title VP Chief Financial Officer
-----------------------------
SATCON ELECTRONICS, INC.
By /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
------------------------------
Title VP Chief Financial Officer
-----------------------------
SATCON POWER SYSTEMS CANADA LTD.
By /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
------------------------------
Title VP Chief Financial Officer
-----------------------------
BANK:
SILICON VALLEY BANK
By /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
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Title Vice President
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865215.1
