FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) made and entered into as of September 13,
2007, 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 (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 Definitions . The definition of “ Borrowing Base ” contained in Section 1.1 of the Credit Agreement is amended to
read its entirety as follows:
“ Borrowing Base ” shall mean, as of any date of determination thereof, an amount equal to the sum of (i) eighty five
percent (85%) of Eligible Accounts plus (ii) the lesser of (A) (1) forty-five percent (45%) of Eligible Inventory until the
earlier of (x) the date the Borrowers give the Agent notice pursuant to Section 2.6 of its option to reduce such availability
rate to 30% and (y) October 1, 2008, and (2) thirty percent (30%) of Eligible Inventory thereafter, and (B) Ten Million Six
Hundred Thirty Seven Thousand Five Hundred Dollars ($10,637,500); provided however, to