ContractConvertible Senior Subordinated Note Purchase Agreement • March 12th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Indiana
THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON JULY 12, 2004, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THIS SECURITY IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE CONVERTIBLE SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT, DATED AS OF JULY 12, 2004, AS AMENDED AND MODIFIED FROM TIME TO TIME, BETWEEN TECSTAR AUTOMOTIVE GROUP, INC. (F/K/A STARCRAFT CORPORATION) (THE “COMPANY”) AND THE PURCHASERS PARTY THERETO. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE.
THIS DOCUMENT SECURES FUTURE ADVANCES AND IS INTENDED TO BE A FUTURE ADVANCE MORTGAGE, AS BOTH OF THOSE PHRASES ARE DEFINED IN 1990 MICH. PUB. ACTS 348, AS AMENDED.Mortgage • March 12th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Michigan
THIS MORTGAGE (this “Mortgage”) is made as of , 2007, by Wheel to Wheel, LLC, an Indiana limited liability company (“Borrower”), having its principal offices at 570 Executive Drive, Troy, Michigan 48083, in favor of WB QT, LLC, a Delaware limited liability company, as Agent for the Lenders (collectively, “Lender”), having its principal offices at Suite 300, 3033 Excelsior Boulevard, Minneapolis, Minnesota 55416.
SECURITY AGREEMENTSecurity Agreement • March 12th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota
THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 31, 2007, is made and given by each of the undersigned (each a “Grantor” and collectively, the “Grantors”), to WB QT, LLC, a Delaware limited liability company, in its capacity as Agent (in such capacity, the “Secured Party”), for the “Lenders” as defined in and from time to time party to the Credit Agreement (defined below).
GUARANTYGuaranty • March 12th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota
THIS GUARANTY, dated as of January 31, 2007, is made and given by QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC., a Delaware corporation (the “Guarantor”), in favor of Whitebox Convertible Arbitrage Partners L.P., Whitebox Hedged High Yield Partners L.P., Pandora Select Partners L.P., and Whitebox Intermarket Partners L.P, each a “Purchaser” and collectively the “Purchasers” as defined in and party to the Purchase Agreement (defined below).
SECURITY AGREEMENTSecurity Agreement • March 12th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota
THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 31, 2007, is made and given by TECSTAR AUTOMOTIVE GROUP, INC. (f/k/a Starcraft Corporation), an Indiana corporation (the “Grantor”), to Whitebox Convertible Arbitrage Partners L.P., Whitebox Hedged High Yield Partners L.P., Pandora Select Partners L.P. and Whitebox Intermarket Partners L.P. (each a “Secured Party” and collectively, the “Secured Parties”).
PLEDGE AGREEMENTPledge Agreement • March 12th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota
This PLEDGE AGREEMENT, dated as of January 31, 2007, is made and given by QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC., a Delaware corporation, TECSTAR AUTOMOTIVE GROUP, INC., an Indiana corporation, WHEEL TO WHEEL, LLC, an Indiana limited liability company, TECSTAR PARTNERS, LLC, an Indiana limited liability company, TECSTAR, L.P., an Indiana limited partnership, and PERFORMANCE CONCEPTS, LLC, a Michigan limited liability company (each a “Pledgor” and collectively the “Pledgors”) to WB QT, LLC, a Delaware limited liability company, as agent (in such capacity, the “Secured Party”) for the lenders (the “Lenders”) from time to time party to the Credit Agreement defined below.
GUARANTYGuaranty • March 12th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota
THIS GUARANTY, dated as of January 31, 2007, is made and given by the undersigned (each, a “Guarantor” and collectively, the “Guarantors”), in favor of WB QT, LLC, a Delaware limited liability company, in its capacity as Agent (in such capacity, the “Agent”), for the “Lenders” as defined in and from time to time party to the Credit Agreement (defined below).
