Lease Termination
Agreement
This Lease Termination Agreement ("Agreement") is entered into as
of the 4th_ day of April, 2007, by and between Alliance No. 1
Building Partners, L.P., a Texas limited partnership ("Landlord"),
and Tecstar, LLC, an Indiana limited liability company
("Tenant").
Recitals
A.
Westport Park No. 4, Ltd. ("Prior Landlord") and Tenant entered
into a Lease Agreement dated June 10, 2002 ("Lease"), whereby
Landlord leased to Tenant and Tenant leased from Landlord premises
consisting of approximately 192,000 square feet of space in the
building commonly known as Westport Park No. 4, as more fully
described therein..
B.
Landlord assumed the rights and obligations of Prior Landlord with
respect to the Lease pursuant to an assignment and assumption
agreement executed on or about September 30, 2005.
C.
Tenant desires to terminate the Lease prior to its natural
termination date on the terms and conditions set out in this
Agreement.
D.
As an accommodation to Tenant, Landlord agrees to such early
termination subject to the terms and conditions set out in this
Agreement.
Agreement
NOW THEREFORE, for and in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and
confessed, notwithstanding anything in the Lease to the contrary,
the parties agree as follows:
1.
Termination of Lease. The Lease is terminated as of April
30, 2007 ("Termination Date"), whereupon the rights and obligations
under the Lease shall cease and terminate (except as expressly
stated in the Lease as surviving termination thereof) as of such
Termination Date. On or prior to the Termination Date, Tenant shall
surrender the Premises to Landlord in the condition required by the
Lease (including without limitation, with all repairs, maintenance
and restoration required of Tenant fully performed pursuant
thereto; provided, notwithstanding anything in Paragraph 7
of the Lease to the contrary, Tenant shall not be required to
remove the existing car wash facility or fill and restore the
eighteen (18) pits that were cut into the slab).
2.
Termination Fee .
(a)
In consideration of such early termination, Tenant shall pay to
Landlord a termination fee ("Fee") in the amount of Nine Hundred
Thousand Dollars and No/100 ($900,000.00).
(b)
The Fee shall be payable in cash in three installments as follows:
(i) $49,600 shall be due and payable upon execution of this
Agreement ("First Installment"); and (ii) $850,400.00 shall be due
and payable on May 2, 2007 ("Second Installment"). The parties
acknowledge and agree that, conditioned upon Tenant's timely
payment of Base Rent and the applicable installment of Tenant's
proportionate share of Reimbursable Expenses for the month of April
2007, the First Installment shall be deemed paid by Landlord's
retention of the Security Deposit (as defined in the Lease)
currently in Landlord's possession; accordingly, Tenant hereby
waives and releases any claim it may have to such Security Deposit,
whether pursuant to the Lease or otherwise.
(c)
To secure Tenant's aforementioned payment obligations, Tenant
shall, upon its execution of this Agreement (i) execute and deliver
to Landlord a note in the form attached hereto as Exhibit
"A" , and (ii) deliver to Landlord a guaranty executed by
Quantum Fuel Systems Technologies Worldwide, Inc., in the form
attached hereto as Exhibit "B" .
3.
Entire Agreement . This Agreement contains all of the
understandings of Tenant and Landlord with respect to the subject
matter contained herein. This Agreement may not be modified in any
respect except by a document in writing executed by all parties or
their respective successors or assigns. This Agreement shall be
binding upon and inure to the benefit of each party and their
respective successors and assigns.
4.
Miscellaneous . Any capitalized term not specifically
defined in this Agreement shall have the same meaning ascribed to
such term in the Lease. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,
and all of which, when taken together, shall constitute one and the
same Agreement.
Executed by the parties as of the date first above written.
"LANDLORD"
Alliance No. 1 Building Partners,
L.P.,
a Texas limited partnership
By:
Hillwood Alliance Services, L.P.,
a Texas limited partnership,
as property management agent for Landlord
By:
Hillwood Development Company, LLC,
a Texas limited liability company,
its general partner
By: /s/ Michael K. Berry
Name: Michael K. Berry
Title:
Exec Vice President
"TENANT"
TECSTAR, LLC,
an Indiana limited liability
company
By: /s/ Douglass C. Goad
Name:
Title: Exec Vice President
Exhibit "A"
Form of Note
Promissory Note
$850,400.00
April _, 2007
For value received, Tecstar, LLC, an Indiana limited liability
company (hereinafter referred to as " Borrower "), promises
to pay to the order of Alliance No. 1 Building Partners, L.P., a
Texas limited partnership (" Lender ") at c/o Hillwood
Development Company, LLC, 13600 Heritage Parkway, Suite 200, Fort
Worth, Texas 76177, Attn: Bill Burton, or at such other address as
Lender shall from time to time specify in writing, the principal
sum of EIGHT HUNDRED FIFTY THOUSAND FOUR HUNDRED AND NO/100 DOLLARS
($850,400.00), in legal and lawful money of the United States of
America, with interest from maturity (however such maturity is
brought about) until paid at the Default Rate set out below.
This Note evidences Borrower's payment obligations pursuant to
that certain Lease Termination Agreement dated of even date
herewith, executed by and between Borrower, as Tenant, and Lender,
as Landlord (as amended, supplemented or otherwise modified from
time to time, the "Agreement"), and is subject to the provisions of
the Agreement.
1.
Payment . The principal balance of this Note shall be due
and payable on May 2, 2007. This Note shall be payable without
interest prior to maturity.
2.
Default Rate . Matured unpaid principal shall bear interest
from the date of maturity until paid at the lesser of (a) the
highest rate permitted by applicable law, or (b) eighteen percent
(18%) per annum. Interest shall be computed on a per annum basis of
a year of 365 days or 366 days in a leap year, as the case may be,
and for the actual number of days elapsed.
3.
Default . It is expressly provided that upon default in the
punctual payment of this Note as the same shall become due and
payable, or upon the occurrence of any other event of default
specified herein or in the Agreement, the holder of this Note may,
at its option, without further notice or demand, (i) declare the
outstanding principal balance of this Note at once due and payable,
(ii) refuse to advance any add
