Exhibit 10.3
WAIVER AND
AGREEMENT
THIS WAIVER AND
AGREEMENT (“Waiver”) is made and entered into
this 12th day of March 2009, by and between WB QT, LLC , a
Delaware limited liability company (“Lender”) and
Quantum Fuel Systems Technologies Worldwide, Inc., a
Delaware corporation (“Borrower”).
RECITALS:
A. Lender and Borrower are parties
to that certain Credit Agreement, dated January 31, 2007, as
amended by a First Amendment to Credit Agreement, dated September
13, 2007, Second Amendment to Credit Agreement dated 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, and a
Fourth Amendment to Credit Agreement dated as of May 30, 2008
(collectively, “Credit Agreement”).
B. By letter on March 3, 2009
(“Lender Letter”), Lender informed Borrower that it
believed that Borrower was in default of certain covenants and
conditions contained in the Credit Agreement.
C. In consideration for certain
amendments to the Credit Agreement, which amendments are set forth
in a Fifth Amendment to Credit Agreement, which is being executed
by Lender and Borrower concurrently herewith, Lender has agreed to
waive such existing and potential defaults that exist on the date
hereof, whether known or unknown, under the Credit Agreement and
any other agreements between Lender and Borrower.
AGREEMENT
Lender and Borrower, in
consideration of the recitals and other good and valuable
consideration, agree as follows:
1. Upon Borrower’s execution
an
