Material Agreement Form 8 K

Item 1.01

Entry into Material Definitive Agreement.

On June 28, 2024, Capstone Green Energy Holdings, Inc. ("Holdings") entered into the First Amendment (the "First Amendment") to the Note Purchase Agreement, dated December 7, 2023 (the "NPA") by and among Capstone Green Energy LLC (the "Company"), Holdings and Capstone Turbine Financial Services, LLC, as guarantors (the "Guarantors"), Goldman Sachs Specialty Lending Group, L.P., as collateral agent (the "Collateral Agent") for the Purchasers from time to time party thereto. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the NPA, as amended by the First Amendment.

The First Amendment provides for: (i) the amendment of the Adjusted EBITDA financial covenant to (a) allow adjustment for costs related to the restatement of, or other adjustments to, the financial statements of Holdings' for the period beginning on the Closing Date and ending at the end of the 2025 Fiscal Year and (b) the Adjusted EBITDA financial covenant to be first tested at the quarter ended September 30, 2024, (ii) the amendment of the Minimum Consolidated Liquidity financial covenant to (a) reduce the Minimum Consolidated Liquidity to $1,000,000 from September 30, 2024 to March 30, 2025 and (b) defer the testing of the Minimum Consolidated Liquidity financial covenant to September 30, 2024 and (iii) the extension of the deadline for the delivery of Holdings and its Subsidiaries' audited financial statements for the fiscal year ended March 31, 2024 (the "fiscal 2024 financial statements") to September 27, 2024 and the removal of the covenant that the fiscal 2024 financial statements be accompanied by a report and opinion of an independent certified public accountant which is not subject to any "going concern" or like qualification.

The foregoing description of the First Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment, which is filed herewith as Exhibit 4.1 and is incorporated by reference herein.

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