Item 1.01 Entry into a Material Definitive Agreement.

On November 29, 2012 Plug Power Inc. (the "Company") executed a Third Loan Modification Agreement (the "Loan Modification") with Silicon Valley Bank, amending the August 9, 2011 Loan and Security Agreement (as modified by the First Loan Modification Agreement, dated as of September 28, 2011 and the Second Loan Modification Agreement, dated as of March 30, 2012, both by and between the Company and Silicon Valley Bank, the "Loan Agreement"). The Loan Modification, among other things, waived the Company's failure to comply with the Adjusted Quick Ratio financial covenant as of the months ended September 30, 2012 and October 31, 2012, revised the future Adjusted Quick Ratio covenant level and removed the Company's ability to request financing for Inventory Placeholder Invoices. A copy of the Loan Modification is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The remaining terms of the Loan Agreement, as disclosed in the Company's Quarterly Report on 10Q filed on November 14, 2012, remain in full force and effect.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1 Third Loan Modification Agreement dated November 29, 2012, by and between Plug Power Inc. and Silicon Valley Bank.

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