Exhibit 10.5


 


SECOND AMENDMENT TO CREDIT
AND SECURITY AGREEMENTS

AND WAIVER OF DEFAULTS


 


THIS SECOND AMENDMENT TO CREDIT AND SECURITY
AGREEMENTS AND WAIVER OF DEFAULTS (the “Amendment”), dated November 5,
2009, is entered into by and between CAPSTONE TURBINE CORPORATION, a Delaware
corporation (“Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells
Fargo”), acting through its Wells Fargo Business Credit operating division.


 


RECITALS


 


A.            Company
and Wells Fargo are parties to (i) a Credit and Security Agreement dated February 9,
2009 (as amended by that certain First Amendment to Credit and Security
Agreements, dated June 9, 2009 (“First Amendment”), and as further
amended from time to time, the “Domestic Credit Agreement”), and (ii) a
Credit and Security Agreement (Ex-Im Subfacility), dated February 9, 2009
(as amended by the First Amendment and further amended from time to time, the “Ex-Im
Credit Agreement”; and together with the Domestic Credit Agreement, the “Credit
Agreements”).  Capitalized terms used
in these recitals have the meanings given to them in the Credit Agreements
unless otherwise specified.


 


B.            Company
has requested that (i) certain amendments be made to the Credit
Agreements, and (ii) certain Events of Default be waived, both of which
Wells Fargo is willing to agree to pursuant to the terms and conditions set
forth herein.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and agreements herein
contained, it is agreed as follows:


 


1.             Section 5.2(a) of the Credit
Agreements.  Section 5.2(a) of the Credit
Agreements is hereby deleted in its entirety and replaced with the following:


 


“(a)         Minimum
Book Net Worth.  Company shall
maintain a Book Net Worth, determined as of the following test dates, in an
amount not less than the amount set forth for each such test date (numbers
appearing between “< >“ are negative):


 


	
  Test Date

  	
   

  	
  Minimum Book Net Worth

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  18,800,000

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  9,984,000

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  5,055,000

  	
   

  



 


2.             Section 5.2(b) of the Credit
Agreements.  Section 5.2(b) of the Credit
Agreements is hereby deleted in its entirety and replaced with the following:


 


“(a)         Minimum
Net Income.  Company shall achieve
Net Income, measured on each of the following test dates described below, for
the quarter period ending on each 


 

















 


such test date, Net Income
of not less than the amount set forth opposite each such test date (numbers
appearing between “< >“ are negative):


 


	
  Test Date

  	
   

  	
  Minimum Net Income

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  <12,800,000>

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  <10,251,000>

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  <7,305,000>

  	
   

  



 


3.             Section 5.2(e) of the Credit
Agreements.  Section 5.2(e) to the Credit
Agreements is hereby replaced in its entirety with “[Intentionally Omitted].”


 


4.             Exhibit A to Credit Agreements. 
The following definitions that appear in Exhibit A to the
Credit Agreements are amended to read in their entirety as follows:


 


““Book
Net Worth” means the aggregate of the common and preferred shareholder’s equity
in Company, determined in accordance with GAAP, and calculated without regard
to (a) any change in the valuation of goodwill made in accordance with
FASB Accounting Standard 142, (b) any non-cash effects of accounting for
stock based compensation in accordance with FASB pronouncement SFAS 123(r), and
(c) any non-cash effects for changes in the fair value of warrant
liabilities in accordance with FASB staff positions FSP 157-4 and FSP 107-1 and
pronouncement SFAS 115-2.”


 


““Net
Income” means fiscal year-to-date after-tax net income from continuing
operations, including extraordinary losses but excluding (i) extraordinary
gains, (ii) any non-cash effects of accounting for stock based
compensation in accordance with FASB pronouncement SFAS 123(r), and (iii) any
non-cash effects for changes in the fair value of warrant liabilities in
accordance with FASB staff positions FSP 157-4 and FSP 107-1 and pronouncement
SFAS 115-2, all as determined in accordance with GAAP.”


 


5.             Exhibit E to the Domestic Credit
Agreement.  Exhibit E to the Domestic Credit
Agreement is hereby deleted and replaced with Exhibit E-1 attached
to this Amendment.


 


6.             Exhibit E to the Ex-Im Credit
Agreement.  Exhibit E to the Ex-Im Credit
Agreement is hereby deleted and replaced with Exhibit E-2 attached
to this Amendment.


 


7.             Waiver of Defaults. 
Company is in default of the following provisions of the Credit
Agreements (collectively referred to herein as the “Existing Defaults”):


 


	
  Section/Covenant/

  	
   

  	
  Test Dates

  
	
  Section 5.2(a)

  (Minimum Book Net Worth)

  	
   

  	
  June 30, 2009,
  July 31, 2009, and August 

  31, 2009 test dates

  
	
  Section 5.2(b)

  (Minimum Net Income)

  	
   

  	
  June 30, 2009 test
  date

  



 


Upon the terms and subject
to the conditions set forth in this Amendment (including, but not limited to,
the effectiveness of this Amendment in accordance with Section 10
of this 


 


2

















 


Amendment), Wells Fargo
hereby waives the Existing Defaults. 
This waiver shall be effective only in this specific instance and for
the specific purpose for which it is given, and this waiver shall not entitle
Company to any other or further waiver in any similar or other circumstances.


 


8.             No Other Changes. 
Except as explicitly amended by this Amendment, all of the terms and
conditions of the Credit Agreements shall remain in full force and effect and
shall apply to any advance or letter of credit thereunder.


 


9.             Accommodation Fee. 
Company shall pay Wells Fargo as of the date hereof a fully earned,
non-refundable accommodation fee in the amount of $25,000 in consideration of
Wells Fargo’s execution and delivery of this Amendment (the “Accommodation
Fee”).


 


10.           Conditions Precedent. 
This Amendment shall be effective when Wells Fargo shall have received
an executed original of this Amendment, together with each of the following,
each in substance and form acceptable to Wells Fargo in its sole discretion:


 


10.1         A
Certificate of the Secretary of Company certifying as to (i) the
resolutions of the board of directors of Company approving the execution and
delivery of this Amendment, (ii) the fact that the certificate of
incorporation and bylaws of Company, which were certified and delivered to
Wells Fargo pursuant to the Certificate of Authority of Company’s secretary or
assistant secretary dated February 9, 2009, continue in full force and effect
and have not been amended or otherwise modified except as set forth in the
Certificate to be delivered, and (iii) the fact that the officers and
agents of Company who have been certified to Wells Fargo, pursuant to the
Certificate of Authority of Company’s secretary or assistant secretary dated February 9,
2009, as being authorized to sign and to act on behalf of Company continue to
be so authorized;


 


10.2         Consent
and approval of this Amendment by the Export Import Bank of the United States,
if required by Wells Fargo;


 


10.3         The
Acknowledgement and Agreement of Guarantor set forth at the end of this
Amendment, duly executed by Guarantor;


 


10.4         Payment
of the Accommodation Fee described in Section 9 of this Amendment;
and


 


10.5         Such
other matters as Wells Fargo may require.


 


11.           Representations and Warranties. 
Company hereby represents and warrants to Wells Fargo as follows:


 


11.1         Company
has all requisite power and authority to execute this Amendment and any other
agreements or instruments required hereunder and to perform all of its
obligations hereunder, and this Amendment and all such other agreements and
instruments have been duly executed and delivered by Company and constitute the
legal, valid and binding obligation of Company, enforceable in accordance with
their terms.


 


3

















 


11.2         The
execution, delivery and performance by Company of this Amendment and any other
agreements or instruments required hereunder have been duly authorized by all
necessary corporate action and do not (i) require any authorization,
consent or approval by any governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, (ii) violate any provision
of any law, rule or regulation or of any order, writ, injunction or decree
presently in effect, having applicability to Company, or the certificate of
incorporation or bylaws of Company, or (iii) result in a breach of or
constitute a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which Company is a party or by which it
or its properties may be bound or affected.


 


11.3         All
of the representations and warranties contained in Section 4 of,
and Exhibit D to, the Credit Agreements are true and correct on and
as of the date hereof as though made on and as of such date, except to the
extent that such representations and warranties relate solely to an earlier
date, provided that the Existing Defaults have occurred.


 


12.           References.  All
references in the Credit Agreements to “this Agreement” shall be deemed to
refer to the relevant Credit Agreement as amended hereby; and any and all
references in the Security Documents to the Credit Agreements shall be deemed
to refer to the relevant Credit Agreement as amended hereby.


 


13.           No Waiver.  Except as
expressly provided in Section 7 of this Amendment, the execution of
this Amendment and the acceptance of all other agreements and instruments
related hereto shall not be deemed to be a waiver of any Default or Event of
Default under the Credit Agreements or a waiver of any breach, default or event
of default under any Security Document or other document held by Wells Fargo,
whether or not known to Wells Fargo and whether or not existing on the date of
this Amendment.


 


14.           Release.  Company and
the Guarantor signing the Acknowledgment and Agreement of Guarantor set forth
below hereby absolutely and unconditionally release and forever discharge Wells
Fargo, and any and all participants, parent corporations, subsidiary corporations,
affiliated corporations, insurers, indemnitors, successors and assigns thereof,
together with all of the present and former directors, officers, agents,
attorneys, and employees of any of the foregoing, from any and all claims,
demands or causes of action of any kind, nature or description, whether arising
in law or equity or upon contract or tort or under any state or federal law or
otherwise, which Company or Guarantor has had, now has or has made claim to
have against any such person for or by reason of any act, omission, matter,
cause or thing whatsoever arising from the beginning of time to and including
the date of this Amendment, whether such claims, demands and causes of action
are matured or unmatured or known or unknown. 
It is the intention of the Company in executing this release that the
same shall be effective as a bar to each and every claim, demand and cause of
action specified and in furtherance of this intention the Company waives and
relinquishes all rights and benefits under Section 1542 of the Civil Code
of the State of California, which provides:


 


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE


 


4

















 


TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MIGHT HAVE MATERIALLY AFFECTED HIS SETTLEMENT
WITH THE DEBTOR.”


 


15.           Costs and Expenses. 
Company hereby reaffirms its agreement under the Credit Agreements to
pay or reimburse Wells Fargo on demand for all costs and expenses incurred by
Wells Fargo in connection with the Loan Documents, including without limitation
all fees and disbursements of legal counsel. 
Without limiting the generality of the foregoing, Company specifically
agrees to pay all fees and disbursements of counsel to Wells Fargo for the
services performed by such counsel in connection with the preparation of this
Amendment and the documents and instruments incidental hereto.  Company hereby agrees that Wells Fargo may,
at any time or from time to time in its sole discretion and without further
authorization by Company, make a loan to Company under the Credit Agreements,
or apply the proceeds of any loan, for the purpose of paying any such fees,
disbursements, costs and expenses and the fee set forth in Section 9
of this Amendment.


 


16.           Miscellaneous. 
This Amendment and the Acknowledgment and Agreement of Guarantor may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original and all of which counterparts, taken
together, shall constitute one and the same instrument.  Transmission by facsimile or “pdf” file of an
executed counterpart of this Amendment shall be deemed to constitute due and
sufficient delivery of such counterpart. 
Any party hereto may request an original counterpart of any party
delivering such electronic counterpart. 
This Amendment and the rights and obligations of the parties hereto
shall be construed in accordance with, and governed by, the laws of the State
of California.  In the event of any
conflict between this Amendment and the Credit Agreements, the terms of this
Amendment shall govern.  The
Export-Import Bank of the United States shall be an express intended
beneficiary of this Amendment.


 


[Signatures
on next page]


 


5

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.


 


	
   

  	
  WELLS
  FARGO BANK,

  
	
   

  	
  NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edit Kondorosi

  
	
   

  	
  Print
  Name:

  	
  Edit
  Kondorosi

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPSTONE
  TURBINE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward Reich

  
	
   

  	
  Print Name:

  	
  Edward Reich

  
	
   

  	
  Its:

  	
  Executive Vice President and CFO

  
					



 


S-1





















 


ACKNOWLEDGMENT AND AGREEMENT
OF GUARANTOR


 


The
undersigned, a guarantor of the indebtedness of Capstone Turbine Corporation (“Company”)
to Wells Fargo Bank, National Association (as more fully defined in the
Amendment, “Wells Fargo”), acting through its Wells Fargo Business
Credit operating division, pursuant to the separate Guaranty dated February 9,
2009 (“Guaranty”), hereby (i) acknowledges receipt of the foregoing
Amendment; (ii) consents to the terms (including without limitation the
release set forth in Section 14 of the Amendment) and execution
thereof; (iii) reaffirms all obligations to Wells Fargo pursuant to the
terms of the Guaranty; and (iv) acknowledges that Wells Fargo may amend,
restate, extend, renew or otherwise modify the Credit Agreements and any
indebtedness or agreement of the Company, or enter into any agreement or extend
additional or other credit accommodations, without notifying or obtaining the
consent of the undersigned and without impairing the liability of the
undersigned under the  Guaranty for
all of the Company’s present and future indebtedness to Wells Fargo.


 


 


	
   

  	
  CAPSTONE
  TURBINE INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


1




















 


Exhibit E-1


 


Exhibit E to Credit and
Security Agreement


 


COMPLIANCE
CERTIFICATE


 


To:                  Wells Fargo Bank, National Association

Date:               [                                    ,
200 ]

Subject:          Financial Statements


 


In accordance with our Credit and Security Agreement
dated February 9, 2009 (as amended from time to time, the “Credit
Agreement”), attached are the financial statements of Capstone Turbine
Corporation (the “Company”) dated
[                            ,
200 ] (the “Reporting Date”) and the year-to-date period then ended (the “Current
Financials”).  All terms used in this
certificate have the meanings given in the Credit Agreement.


 


A.            Preparation
and Accuracy of Financial Statements.  I certify
that the Current Financials have been prepared in accordance with GAAP, subject
to year-end audit adjustments, and fairly present Company’s financial condition
as of the Reporting Date.


 


B.            Name
of Company; Merger and Consolidation.  I certify
that:


 


(Check one)


 


o            Company has not, since the date of
the Credit Agreement, changed its name or jurisdiction of organization, nor has
it consolidated or merged with another Person.


 


o            Company has, since the date of the
Credit Agreement, either changed its name or jurisdiction of organization, or
both, or has consolidated or merged with another Person, which change,
consolidation or merger: o was consented to in
advance by Wells Fargo in an Authenticated Record, and/or o is more
fully described in the statement of facts attached to this Certificate.


 


C.            Events
of Default.  I certify that:


 


(Check one)


 


o            I have no knowledge of the
occurrence of an Event of Default under the Credit Agreement, except as
previously reported to Wells Fargo in a Record.


 


o            I have knowledge of an Event of
Default under the Credit Agreement not previously reported to Wells Fargo in a
Record, as more fully described in the statement of facts attached to this
Certificate, and further, I acknowledge that Wells Fargo may under the terms of
the Credit Agreement impose the Default Rate at any time during the resulting
Default Period.


 

















 


D.            Litigation Matters. 
I certify that: 


 


(Check
one)


 


o            I have no knowledge of any material
adverse change to the litigation exposure of Company or any of its Affiliates
or of any Guarantor.


 


o            I have knowledge of material adverse
changes to the litigation exposure of Company or any of its Affiliates or of
any Guarantor not previously disclosed in Exhibit D, as more fully
described in the statement of facts attached to this Certificate.


 


E.             Financial
Covenants.  I further certify that:


 


(Check and complete each of the following)


 


1.             Minimum Book Net Worth. 
Pursuant to Section 5.2(a) of the Credit Agreement, as
of the Reporting Date, Company’s Book Net Worth was
$[                        ],
which o satisfies o does not satisfy the requirement that such
amount be not less than the applicable amount set forth in the table below
(numbers appearing between “< >“ are negative) on the Reporting Date:


 


	
  Test Date

  	
   

  	
  Minimum Book Net Worth

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  18,800,000

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  9,984,000

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  5,055,000

  	
   

  



 


2.             Minimum
Net Income.  Pursuant to
Section 5.2(b) of the Credit Agreement, as of the Reporting
Date, Company’s Net Income was
[$                    ],
which o
satisfies o does not satisfy the
requirement that Net Income be not less than the amount set forth in the table
below (numbers appearing between “< >“ are negative) on the
Reporting Date:


 


	
  Test Date

  	
   

  	
  Minimum Net Income

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  <12,800,000>

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  <10,251,000>

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  <7,305,000>

  	
   

  



 


3.             Minimum Cash to Unreimbursed Line
of Credit Advances Coverage Ratio.  Pursuant to Section 5.2(c) of
the Credit Agreement, as of the Reporting Date, at all times, Company has o has not o been
in compliance with the requirement that the percentage of the unreimbursed Line
of Credit Advances under the Revolving Note plus the L/C Amount plus
outstanding “Advances” under the Ex-Im Credit Agreement to the amount of cash
plus Cash Equivalents of Company in which Wells Fargo has a perfected first
priority security interest be not greater than 80%.


 


1

















 


4.             Capital Expenditures. 
Pursuant to Section 5.2(d) of the Credit Agreement, for
the year-to-date period ending on the Reporting Date, Company has expended or
contracted to expend during the fiscal year ended
                              ,
200      , for Capital Expenditures,
$                                
in the aggregate, which o satisfies o does
not satisfy the requirement that such expenditures not exceed $7,500,000 in the
aggregate during the fiscal year ended March 31, 2009, $10,000,000 in the
aggregate during the fiscal year ended March 31, 2010, and zero for each
subsequent fiscal year.


 


Attached are statements of all relevant facts and
computations in reasonable detail sufficient to evidence Company’s compliance
with the financial covenants referred to above, which computations were made in
accordance with GAAP.


 


	
   

  	
  Capstone
  Turbine Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:
  Chief Financial Officer

  



 


1





















 


Exhibit E-2


 


Exhibit E to Credit and
Security Agreement (Ex-Im Subfacility)



COMPLIANCE CERTIFICATE


 


To:                  Wells Fargo Bank, National Association

Date:               [                                    ,
200 ]

Subject:          Financial Statements


 


In accordance with our Credit and Security Agreement
(Ex-Im Subfacility) dated February 9, 2009 (as amended from time to time,
the “Credit Agreement”), attached are the financial statements of Capstone
Turbine Corporation (the “Company”) dated
[                            ,
200 ] (the “Reporting Date”) and the year-to-date period then ended (the “Current
Financials”).  All terms used in this
certificate have the meanings given in the Credit Agreement.


 


F.             Preparation
and Accuracy of Financial Statements.  I certify
that the Current Financials have been prepared in accordance with GAAP, subject
to year-end audit adjustments, and fairly present Company’s financial condition
as of the Reporting Date.


 


G.            Name of Company; Merger and
Consolidation.  I certify that:


 


(Check one)


 


o            Company has not, since the date of
the Credit Agreement, changed its name or jurisdiction of organization, nor has
it consolidated or merged with another Person.


 


o            Company has, since the date of the
Credit Agreement, either changed its name or jurisdiction of organization, or
both, or has consolidated or merged with another Person, which change,
consolidation or merger: o was consented to in
advance by Wells Fargo in an Authenticated Record, and/or o is more
fully described in the statement of facts attached to this Certificate.


 


H.            Events
of Default.  I certify that:


 


(Check one)


 


o            I have no knowledge of the
occurrence of an Event of Default under the Credit Agreement, except as
previously reported to Wells Fargo in a Record.


 


o            I have knowledge of an Event of
Default under the Credit Agreement not previously reported to Wells Fargo in a
Record, as more fully described in the statement of facts attached to this
Certificate, and further, I acknowledge that Wells Fargo may under the terms of
the Credit Agreement impose the Default Rate at any time during the resulting
Default Period.


 

















 


I.              Litigation Matters. 
I certify that:


 


(Check
one)


 


o            I have no knowledge of any material
adverse change to the litigation exposure of Company or any of its Affiliates
or of any Guarantor.


 


o            I have knowledge of material adverse
changes to the litigation exposure of Company or any of its Affiliates or of
any Guarantor not previously disclosed in Exhibit D, as more fully
described in the statement of facts attached to this Certificate.


 


J.             Financial
Covenants.  I further certify that:


 


(Check and complete each of the following)


 


1.             Minimum Book Net Worth. 
Pursuant to Section 5.2(a) of the Credit Agreement, as
of the Reporting Date, Company’s Book Net Worth was
$[                        ],
which o satisfies o does not satisfy the requirement that such
amount be not less than the applicable amount set forth in the table below
(numbers appearing between “< >“ are negative) on the Reporting Date:


 


	
  Test Date

  	
   

  	
  Minimum Book Net Worth

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  18,800,000

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  9,984,000

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  5,055,000

  	
   

  



 


2.             Minimum
Net Income.  Pursuant to
Section 5.2(b) of the Credit Agreement, as of the Reporting
Date, Company’s Net Income was
[$                    ],
which o
satisfies o does not satisfy the
requirement that Net Income be not less than the amount set forth in the table
below (numbers appearing between “< >“ are negative) on the
Reporting Date:


 


	
  Test Date

  	
   

  	
  Minimum Net Income

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  <12,800,000>

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  <10,251,000>

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  <7,305,000>

  	
   

  



 


3.             Minimum
Cash to Unreimbursed Line of Credit Advances Coverage Ratio. 
Pursuant to Section 5.2(c) of the Credit Agreement, as
of the Reporting Date, at all times, Company has o has
not o been in compliance with the
requirement that the percentage of the unreimbursed “Advances” plus the L/C
Amount under the Domestic Facility Agreement plus outstanding “Advances” under
the Domestic Facility Agreement to the amount of cash plus Cash Equivalents of
Company in which Wells Fargo has a perfected first priority security interest
be not greater than 80%.


 


1

















 


4.             Capital
Expenditures.  Pursuant to Section 5.2(d) of
the Credit Agreement, for the year-to-date period ending on the Reporting Date,
Company has expended or contracted to expend during the fiscal year ended
                              ,
200      , for Capital Expenditures,
$                                
in the aggregate, which o satisfies o does
not satisfy the requirement that such expenditures not exceed $7,500,000 in the
aggregate during the fiscal year ended March 31, 2009, $10,000,000 in the
aggregate during the fiscal year ended March 31, 2010, and zero for each
subsequent fiscal year.


 


Attached are statements of all relevant facts and
computations in reasonable detail sufficient to evidence Company’s compliance
with the financial covenants referred to above, which computations were made in
accordance with GAAP.


 


	
   

  	
  Capstone
  Turbine Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:
  Chief Financial Officer

  



 


1