Exhibit 10.66
EIGHTH AMENDMENT TO AMENDED AND RESTATED
ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This Eighth Amendment to Amended and Restated Accounts Receivable Financing
Agreement (this "Eighth Amendment") is entered into as of December __, 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 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000; 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, as further
amended by a certain Sixth Amendment to Amended and Restated Accounts
Receivable Financing Agreement dated as of December 12, 2003, and as
further amended by a certain Seventh Amendment to Amended and Restated
Accounts Receivable Financing Agreement dated as of December 3, 2004 (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 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."
and inserting in lieu thereof the following:
" "Facility Period" is the period beginning on this date and
continuing until March 1, 2005, unless it is terminated sooner by
Bank with notice to Borrower or by Borrower pursuant to Section
4.3."
4. FEES. Borrower shall pay to Bank a modification fee of $4,167.00, which fee
shall be due on the date hereof and shall be deemed fully earned as of the
date hereof. 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 Eighth 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 Eighth Amendment in no way shall obligate Bank to make any
future modifications to the Obligations. Nothing in this Eighth 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 Eighth Amendment.
10. COUNTERSIGNATURE. This Eighth 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 Eighth 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
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Name:
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Title
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SATCON POWER SYSTEMS, INC.
By
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Name:
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Title
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SATCON APPLIED TECHNOLOGY, INC.
By
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Name:
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Title
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SATCON ELECTRONICS, INC.
By
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Name:
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Title
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SATCON POWER SYSTEMS CANADA LTD.
By
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Name:
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Title
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BANK:
SILICON VALLEY BANK
By
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Name:
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Title
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