THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON JULY 12, 2004, AND HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THIS SECURITY IS
SUBJECT TO THE CONDITIONS SPECIFIED IN THE CONVERTIBLE SENIOR SUBORDINATED NOTE PURCHASE
AGREEMENT, DATED AS OF JULY 12, 2004, AS AMENDED AND MODIFIED FROM TIME TO TIME, BETWEEN TECSTAR
AUTOMOTIVE GROUP, INC. (F/K/A STARCRAFT CORPORATION) (THE “COMPANY”) AND THE PURCHASERS PARTY
THERETO. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH
CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF
SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE.
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE COMPANY’S SENIOR
INDEBTEDNESS AS MORE FULLY SET FORTH IN ARTICLE 4 HEREOF.
TECSTAR AUTOMOTIVE GROUP, INC.
AMENDED AND RESTATED CONVERTIBLE
SUBORDINATED PROMISSORY NOTE
TECSTAR AUTOMOTIVE GROUP, INC. (f/ka/ Starcraft Corporation), an Indiana corporation (the “Company”), hereby
promises to pay to the order of WHITEBOX INTERMARKET PARTNERS L.P. (the “Purchaser”), the principal amount of One
Million Forty-Two Thousand Five Hundred and 00/100 Dollars ($1,042,500.00) plus the portion of the Accreted Principal
Amount (as defined below) in excess thereof together with interest on the Accreted Principal Amount calculated from the date
hereof in accordance with the provisions of this Note.
This Note was issued pursuant to a Convertible Senior Subordinated Note Purchase Agreement, dated as of July 12, 2004
(as amended by a First Amendment to Convertible Senior Subordinated Note Purchase Agreement dated as of January 31, 2007
and as further amended and modified from time to time, the “Purchase Agreement”), between the Company and the purchasers
party thereto including the Purchaser, and this Note one of is one of the “Notes” referred to in the Purchase Agreement. This
Note amends and res