FIFTH AMENDMENT TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), made and entered into as of March 12, 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 ”).
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, and a Fourth Amendment to Credit Agreement dated as of May 30, 2008 (as so amended, the “ Credit
Agreement ”); and
2. The Borrower desires to amend certain provisions of the Credit Agreement, and the Lenders have agreed to make such
amendments, subject to the terms and conditions set forth in this Amendment.
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. The definition of Maturity Date for the Term Loan is hereby amended to February 28, 2010.
2.2 Section 2.3(b) of the Credit Agreement titled “Accrual of Interest and Maturity; Evidence of Indebtedness” 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