THIS CREDIT AGREEMENT (this "Agreement"), dated as of March 16, 2000, is made between Amerigon
Incorporated, a California corporation (the "Company"), and Big Star Investments LLC ("Lender").
The Company has requested the Lender to make term loans to the Company in an aggregate principal amount of
up to $1,500,000 (the "Initial Loans"). The Lender is willing to make such loans to the Company upon the terms
and subject to the conditions set forth in this Agreement. In addition, this Agreement also provides for the
advance of up to $2,500,000 in aggregate principal amount of term loans in the event the Lender, in its sole
discretion, elects to make such loans to the Company (the "Additional Loans"). The Initial Loans and any
Additional Loans are collectively referred to herein as the "Loans."
The Lender may elect to convert its Loans into Class A Common Stock of the Company as provided herein.
In order to induce the Lender to enter into this Agreement, the Company has agreed to issue certain warrants to
the Lender or its members as provided herein.
This Agreement amends and restates and supersedes the Credit Agreement dated as of March 28, 1999 among
the Company and lender (the "Prior Credit Agreement").
Accordingly, the parties hereto agree as follows:
SECTION 1.01 CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the
"ADDITIONAL BRIDGE LOAN WARRANTS" has the meaning set forth in Section 2.11.
"AFFILIATE" means any Person which, directly or indirectly, controls, is controlled by or is under common
control with another Person. For purposes of the foregoing, "control," "controlled by" and "under common
control with" with respect to any Person shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise.