THIRD AMENDMENT TO AMENDED AND RESTATED ACCOUNTS RECEIVABLE FINANCING AGREEMENT

Exhibit 10.1

THIRD AMENDMENT TO AMENDED AND RESTATED
ACCOUNTS RECEIVABLE FINANCING AGREEMENT

This Third Amendment (the “Third Amendment”) to the Amended and Restated Accounts Receivable Financing Agreement is entered into as of September 2, 2003, by and among (i) SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and with a loan production office located at One Newton Executive Park, Suite 200, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, doing business under the name “Silicon Valley East” (“Bank”) and (ii) SATCON TECHNOLOGY CORPORATION, a Delaware corporation with offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (FAX ▇▇▇-▇▇▇-▇▇▇▇); SATCON POWER SYSTEMS, INC., Delaware corporation with offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; SATCON APPLIED TECHNOLOGY, INC., a Delaware corporation with offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; SATCON ELECTRONICS, INC., a Delaware corporation with offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; and SATCON POWER SYSTEMS CANADA LTD. a corporation organized under the laws of the Province of Ontario, Canada with offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (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, and as further amended by a certain Second Amendment to Amended and Restated Accounts Receivable Financing Agreement dated as of August 11, 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.

Hereinafter, all indebtedness and obligations owing by Borrower to Bank shall be referred to as the “Obligations”.

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.

Acknowledgment of Default; Forbearance by Bank.

1. Borrower acknowledges that it is currently in default under the Loan Agreement by its failure to comply with: (a) the financial covenant set forth in Section 6.3(M) thereof as of the month ending July 31, 2003, and (b) the financial covenant set forth in Section 6.3(N) thereof. Bank, however, hereby agrees to forbear from exercising its rights and remedies with respect to such defaults until the earlier to occur of (i) an Event of Default under the Loan Agreement (other than the failure of the Borrower to comply with the above covenant) or (ii) September 10, 2003. The Borrower hereby acknowledges and agrees that except as specifically provided herein, nothing in this section or anywhere in this Third Amendment shall be deemed or otherwise construed as a waiver by the Bank of any of its rights and remedies pursuant to the Existing Loan Documents, applicable law or otherwise.

4. FEES.  Borrower shall pay to Bank a modification fee equal to Two Thousand Five Hundred Dollars ($2,500.00), which fee shall be due on the date hereof and shall be deemed fully earned as of the date hereof.  The Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to

the Existing Loan Documents.

5. 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.

6. CONSISTENT CHANGES.  The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

7. 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.

8. 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.

9. 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 Third 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 Third Amendment in no way shall obligate Bank to make any future modifications to the Obligations.  Nothing in this Third 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 Third Amendment.

10. COUNTERSIGNATURE.  This Third Amendment shall become effective only when it shall have been executed by Borrower and Bank (provided, however, in no event shall this Third Amendment become effective until signed by an officer of Bank in California).

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This Third 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:			▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title		Vice President & CFO
SATCON POWER SYSTEMS, INC.
By	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:			▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title		Vice President & CFO
SATCON APPLIED TECHNOLOGY, INC.
By	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:			▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title		Vice President & CFO
SATCON ELECTRONICS, INC.
By	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:			▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title		Vice President & CFO
SATCON POWER SYSTEMS CANADA LTD.
By	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:			▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title		Vice President & CFO

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BANK:
SILICON VALLEY BANK
By	/s/ ▇▇▇▇ ▇. ▇▇▇▇
Title		Vice President

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