SIXTH AMENDMENT TO
CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "
Amendment "), made and entered into as of May 27, 2009, is
by and between Quantum Fuel Systems Technologies Worldwide, Inc., a
Delaware corporation (the " Borrower "), the Lenders party
to the Credit Agreement (as defined below), and WB QT, LLC, a
Delaware limited liability company, a Lender and as agent for the
Lenders (in such capacity, the " Agent ").
RECITALS
1. The Lenders,
the Agent and the Borrower entered into a Credit Agreement dated as
of January 31, 2007, as amended by a First Amendment to Credit
Agreement dated as of September 13, 2007, a Second Amendment to
Credit Agreement dated as of November 6, 2007, a Waiver and
Agreement dated as of December 14, 2007, a Third Amendment to
Credit Agreement dated as of January 16, 2008, a Fourth Amendment
to Credit Agreement dated as of May 30, 2008, and a Fifth Amendment
to Credit Agreement dated as of March 12, 2009 (as so amended, the
" Credit Agreement "); and
2. The Borrower
and Lender desire to amend certain provisions of the Credit
Agreement, subject to the terms and conditions set forth in this
Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties
hereto hereby covenant and agree to be bound as follows:
Section 1.
Capitalized Terms . Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement, unless the context shall otherwise
require.
Section 2.
Amendments . The Credit Agreement is hereby amended as
follows:
2.1 Section 1.1 of the
Credit Agreement is amended by amending the definition of Maturity
Date for Term Loan C to state October 31, 2009.
2.2 Section 2.3(b) of
the Credit Agreement is amended to read in its entirety as
follows:
(b)
Term Loan . The Company
hereby unconditionally promises to pay to Agent for the account of
each Lender the outstanding principal balance of the Term Advance
as of the date of this Amendment as follows:
-
-
-
-
-
- $1,119,507 on June 15, 2009 and the remaining
balance in monthly installments of $1,000,000 commencing on July
15, 2009 and continuing on the 15 th day of each month
thereafter until the Term Advance is paid in full.
- All prepayments of principal with respect to
the Term Advance must be paid in cash and shall be applied to the
most remote principal installment or installments then unpaid.
- On the applicable Maturity Date, the entire
unpaid principal balance of the Term Advance and all unpaid
interest and accrued interest thereon shall also be fully due and
payable in cash only.
Each payment date stated in (i) and
(iii) above is hereinafter referred to as a " Term Loan Payment
Date ").
Notwithstanding anything to the
contrary in this Agreement, amounts due under Section 2.3(b)(i)
may, at the option of the Company, be made in common stock of the
Company subject to the satisfaction of the conditions in the
immediately following sentence. When making any payment under
Section 2.3(b)(i) using common stock of the Company, the value of
each such share of stock shall be determined based on ninety five
percent (95%) of the Volume-Weighted Average Price for such stock
for the five (5) Business Days immediately prior to the date such
payment is due pursuant to Section 2.3(b)(i) (" Term Loan VWAP
Measurement Period "); provided, that no payment under Section
2.3(b)(i) may be made using common stock of the Company unless the
following conditions have been satisfied: (A) the Company shall
have given the Agent notice of its intention to make such payment
using common stock, which notice shall be irrevocable, no later
than six (6) Business Days prior to the Term Loan Payment Date; (B)
the common stock used for payment shall be immediately transferable
without restriction, subject to applicable securities laws,
provided that prior to the Term Loan Payment Date Borrower has
provided Company with a certificate customary for sales under Rule
144 and a Legal Opinion in form and substance acceptable to Company
opining that Borrower may immediately sell such shares in accord
with Rule 144 (and if such opinion and certificate is not received
by the Company prior to the Term Loan Payment Date and the Company
does not have an effective shelf registration statement on file
with SEC with sufficient availability there under, then shares
issued in payment will be restricted shares or Lenders may instead
choose to require the Company to add such payment to the
outstanding principal amount by providing the Company with written
notice thereof at least one (1) business day prior to the Term Loan
Payment Date); (C) the common stock used for payment shall be
delivered to the Agent within two (2) Business days following the
Term Loan Payment Date; and (D) if the Volume-Weighted Average
Price for such stock for the first three (3) days of the Term Loan
VWAP Measurement Period is less than $0.50 per share the Lenders
may instead choose to require the Company to add such payment to
the outstanding principal amount by providing the Company with
written notice thereof at least one (1) business day prior to the
Term Loan Payment Date, in which case it will be due on the
Maturity Date. Notwithstanding anything in this Section 2.3(b) to
the contrary, in the event the Company at the time of a Term Loan
Payment Date is not able to make a payment under Section 2.3(b)(i)
using common stock of the Company under the Marketplace Rules of
the Nasdaq Stock Market, any principal payment due on such Term
Loan Payment Date shall be due and payable on the Maturity
Date.
2.3 Section 2.3(c) of
the Credit Agreement is amended to read in its entirety as
follows:
(c)
Term Loan C. The Company
hereby unconditionally promises to pay to Agent for the account of
each Lender the Accreted Principal Amount that is outstanding as of
the date of this Amendment or, if less, the outstanding principal
balance of the Term Loan C Advance as follows:
(i) In monthly
installments of $1,250,000, commencing on July 1, 2009 and
continuing on the first day of each month thereafter until the Term
Loan C is paid in full;
(ii)
All prepayments of principal
with respect to the Term Advance must be paid in cash and shall be
applied to the most remote principal installment or installments
then unpaid; and
(iii) On the applicable
Maturity Date, the entire unpaid principal balance of the Term
