FIRST AMENDMENT TO CONVERTIBLE SENIOR SUBORDINATED
NOTE PURCHASE AGREEMENT
This FIRST AMENDMENT TO CONVERTIBLE SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “
Amendment ”), made and entered into as of January 31, 2007, is by and between Tecstar Automotive Group, Inc. (f/k/a Starcraft
Corporation), an Indiana corporation (the “ Company ”), and Whitebox Convertible Arbitrage Partners L.P., Whitebox Hedged
High Yield Partners L.P., Pandora Select Partners L.P. and Whitebox Intermarket Partners L.P. (collectively, the “ Purchasers ”).
1. The Purchasers and the Company entered into a Convertible Senior Subordinated Note Purchase Agreement dated as of
July 12, 2004 (the “ Note Purchase Agreement ”); and
2. The Company desires to amend certain provisions of the Note Purchase Agreement, and the Purchasers has 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 Note Purchase Agreement, unless the context shall otherwise require.
Section 2. Amendments . The Note Purchase Agreement is hereby amended as follows:
2.1 Authorization of Issuance of Notes . The first sentence of Article I of the Note Purchase Agreement is deleted in
its entirety and the following inserted in lieu thereof:
The Company has authorized the issue and sale to the Purchasers of $15,000,000 in aggregate principal amount of its
11.5% Convertible Subordinated Promissory Notes due July 1, 2009 (the notes being referred to herein as the “Notes”). At
the election of the Purchasers in their sole discretion and upon written notice to the Company no later than May 15, 2009,
such maturity date shall be extended unt