Borrower:

Satcon Technology Corporation, and other Satcon entities to be determined (collectively, “Borrower”).

Administrative Agent:

Silicon Valley Bank (“SVB”, or “Agent”).

Lender:

SVB and a financial institution(s) acceptable to the Agent (together with SVB, the “Lenders”).

Facility Size/Structure:

$25,000,000, reduced from $35,000,000 -Revolving Credit Facility. The accordion feature will be terminated with this Amendment.

275 Grove St., Ste 2-200

TEL 617.796-6928

CONFIDENTIAL

Newton, MA

koconnor@svb.com

02466 USA

$10 million sublimit for the issuance of standby letters of credit (each a “Letter of Credit”) — no change

Purpose:

For ongoing working capital needs (including issuance of Letters of Credit under the Letter of Credit Sublimit and to support FX activities).

Maturity:

4/30/2013 — no change

Availability:

Revolving Credit Facility: Loans under the Revolving Credit Facility may be made on a revolving basis up to the full amount of the Revolving Credit Facility capped at $25,000,000.

Borrowing Formula: - Change to existing terms as follows:

Option #1:
Inventory sublimit — immediately reduced to $5,500,000, and further to zero as of 12/31/2012.

Option #2:

Effective immediately upon acceptance of this term sheet (to be incorporated with any and all future borrowing requests) Inventory sublimit shall be reduced to zero (e.g. inventory shall be removed from the Borrowing Base and no advances shall be allowed in reliance thereon).

Security:

No Change.

Collateral Field Exams:

No Change.

Interest Rate:

Applicable

Liquidity (*)

Margin

OPTION 1:

> = $35,000,000

+

0.50

%

< $35,000,000 but > = $20,000,000

+

1.00

%

< $20,000,000

+

2.00

%

< $10,000,000

+

3.00

%

OPTION 2:

> = $35,000,000

+

0.50

%

< $35,000,000 but > = $20,000,000

+

1.00

%

< $20,000,000

+

2.00

%

< $10,000,000

+

4.00

%

(*)   As defined in the Credit Agreement, but for these purposes only, measured for the prior three months, using month end reporting package information.  Rate will be adjusted (as necessary) as of the close date, and thereafter, on the 10th business day following receipt of Compliance Certificate indicating rate change trigger, and such rate will be retroactive to the 1st day of the month following the reporting period denoted on the Compliance Certificate.

Administrative Agency Fee:

No Change

Accommodation Fee:

The Borrower shall have the following options:

1.              $200,000 earned at closing, payable $100,000 at close and $100,000 payable at the earlier of a) default, b) 12/15/2012, c) the date on which the Borrower consummates a new equity or subordinated debt raise, or d) any transaction that results in a change in control; or,

2.              $75,000 earned and payable in cash at closing, plus the number of equivalent share value warrants that equates to $200,000, based upon a price equivalent to the average closing date price for the five trading days prior to amendment close. Form of warrant shall be SVB’s standard form warrant and shall include anti-dilution and other language such that the warrants are not adversely affected by any contemplated reverse stock split.

Unused Line Fee:

0.375%. No change.

Expenses:

Borrower responsible for all costs and expenses related to this transaction.

Other Terms & Conditions:

The loan documentation would contain representations and warranties, covenants, events of default, and other provisions acceptable to Lender, including the following:

Financial Covenants:

Liquidity (at all times): Borrower shall maintain minimum Unrestricted Cash on deposit at SVB plus unused line availability (at all times) as follows:

Option #1:

Maintain at least $5,000,000 of Liquidity at all times through 7/31/2012 and $15,000,000 thereafter.

Liquidity Report, as defined in the Credit Agreement shall be submitted weekly, with each borrowing request, and with the month end reporting package, or as requested by SVB.

Option #2

Effective with acceptance of this term sheet, and continuing through to and including 9/14/2012, the required minimum Liquidity shall be zero, and effective 9/15/2012, the requirement shall increase to $15,000,000 and continue at that level through loan maturity.

Liquidity Report, as defined in the Credit Agreement shall be submitted weekly, with each borrowing request, and with the month end reporting package, or as requested by SVB.

No change other than:

Reporting :

1.              Transaction Reports (with supporting documentation) shall be delivered (i) with each borrowing request (required 2 day advance notice of borrowing) and (ii) with the required monthly reporting package, calculated as of month end.

2.              Submission of Board approved 2013 Plan by 1/31/2013.

Other:

Elimination of the Liquidity Trigger, and other financial covenants and in place thereof, shall be included the revised Minimum Liquidity Covenant as described above.

/s/ Kristan M. O’Connor

Kristan M. O’Connor

Senior Advisor

o

Option #1

x

Option #2

By:

/s/ Aaron M. Gomolak

Title:

EVP & CFO