exv4w2







Exhibit 4.2




FOURTH AMENDMENT TO CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of October ___, 2009 (this “Amendment”), is
among TECUMSEH PRODUCTS COMPANY (the “Borrower”), the other Loan Parties party hereto, the lenders
party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such
capacity, together with its successors and assigns, the “Administrative Agent”).



RECITAL




     The Borrower, the other Loan Parties, the Lenders and the Administrative Agent are parties to
a Credit Agreement dated as of March 20, 2008 (as amended from time to time, the “Credit
Agreement”). The Borrower and the Loan Guarantors desire to amend the Credit Agreement as set
forth herein and the Lenders are willing to do so in accordance with the terms hereof.



TERMS




     In consideration of the premises and of the mutual agreements herein contained, the parties
agree as follows:



ARTICLE 1.

WAIVER




     The Borrower has informed the Lenders and the Administrative Agent that an Event of
Default has occurred under clause (m) of Article VII of the Credit Agreement due to the occurrence
of a Change of Control (the “ Existing Default”). The Borrower and the Guarantors have requested
that the Lenders and the Administrative Agent waive the Existing Default. Pursuant to such
request, and subject to (a) the accuracy of the representations of the Borrower and Guarantors
hereunder and the compliance by the Borrower and the Guarantors with the agreements herein, (b) the
satisfaction of the conditions to the effectiveness of this Agreement specified in Article IV
hereof, the Lenders hereby waive the Existing Default. The Borrower and the Guarantors acknowledge
and agree that the waiver contained herein is a limited, specific, and one-time waiver as described
above. Such limited waiver shall not modify or waive any other Event of Default or Default or any
other term, covenant or agreement contained in any of the Loan Documents, and shall not be deemed
to have prejudiced any present or future right or rights which the Administrative Agent or the
Lenders now have or may have under the Credit Agreement or the other Loan Documents and, in
addition, shall not entitle the Borrower or the
Guarantors (or any of them) to a waiver, amendment, modification or other change to, of or in
respect of any provision of any of the Loan Documents in the future in similar or dissimilar
circumstances.



ARTICLE 2.

CREDIT AGREEMENT AMENDMENTS




     The Credit Agreement is amended as follows:



     2.1 The following definitions in Section 1.1 are restated as follows:



          “Applicable Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan,
the applicable per annum rate set forth below:




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	 	 	 	Eurodollar Loan	 	 	ABR Loan
	 	 	 	Applicable	 	 	Applicable
	
Average Availability	 	 	Rate	 	 	Rate
	≤ $30,000,000
	 	 	2.50	%	 	 	1.50	%
	> $20,000,000
	 	 	2.75	%	 	 	1.75	%
	≤ $20,000,000
	 	 	3.00	%	 	 	2.00	%





For purposes of the foregoing, the Applicable Rate shall be determined by reference to the Average
Availability for the most recent fiscal quarter end. Adjustments, if any, to the Applicable Rate
shall be made on a quarterly basis and shall be effective five Business Days after the date the
applicable Compliance Certificate is scheduled to be delivered. If the Borrower fails to deliver
the Borrowing Base Certificate to the Administrative Agent at the time required or any other Event
of Default has occurred and is continuing, then the Applicable Rate shall be the highest Applicable
Rate set forth in the foregoing table until five days after such Borrowing Base Certificate is so
delivered or other Event of Default is waived.




          “Change in Control” means (a) the acquisition on or after the Effective Date of
ownership, directly or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on
the date hereof, but excluding the Borrower) of Equity Interests representing more than 35% of the
aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the
Borrower; or
(b) occupation of a majority of the seats (other than vacant seats) on the board of directors
of the Borrower by Persons who are neither (i) on the board of directors of the Borrower as of the
effective date of the Fourth Amendment to this Agreement, (ii) unanimously nominated or appointed
by the members of the board of directors existing as of the effective date of the Fourth Amendment
to this Agreement, nor (iii) unanimously nominated or appointed by the members of the board of
directors satisfying the conditions in the foregoing clauses (i) or (ii).




          “Level 1 Liquidity” means any time that Liquidity is equal to or greater than
$50,000,000 and no Loans are outstanding.




          “Maturity Date” means January 31, 2011 or any earlier date on which the Commitments
are reduced to zero or otherwise terminated pursuant to the terms hereof.




          “PP&E Component” means, at the time of any determination, an amount equal to the least
of (i) 50% of the fair market value of any Loan Party’s Eligible Real Property as determined by an
appraisal satisfactory to the Administrative Agent, plus 80% of the Net Orderly Liquidation
Value of any Loan Party’s Eligible Equipment as determined by an appraisal satisfactory to the
Administrative Agent prior to the Effective Date, less reserves established by the Agent in
its Permitted Discretion, (ii) 25% of the amount of the Aggregate Commitment, (iii) $3,500,000 or,
if all or any substantial portion of the Borrower’s operations in Paris, Tennessee cease to operate
or are sold or otherwise transferred, $1,750,000, or (iv) $0 at any time on or after the earlier of
March 31, 2010 or the receipt of any of the funds from the termination and reversion of the
over-funded hourly pension plan that has been executed



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by the Borrower; provided that each of the
amounts described in the foregoing clauses (i), (ii) and (iii) shall each reduce by $500,000 as of
each March 31, June 30, September 30 and December 31, commencing September 30, 2009 until such
amounts reach zero.




     2.2 Clause (f) of the definition of “Permitted Acquisition” in Section 1.01 is restated as
follows:




          (f) the total consideration (whether in cash, by the incurrence or assumption of any
Indebtedness, by any deferred payments or by the payment or transfer of any other
consideration) paid or payable (i) in connection with any single Acquisition shall not
exceed (x) $100,000,000 if
Level 1 Liquidity exists, (y) $50,000,000 if Level 2 Liquidity exists or (z) $0 if
Level 3 Liquidity, in each case after giving effect to such Acquisition, and (ii) for all
Acquisitions made during the term of this Agreement shall not exceed (x) $150,000,000 if
Level 1 Liquidity exists, (y) $100,000,000 if Level 2 Liquidity exists or (z) $0 if Level 3
Liquidity exists, in each case after giving effect to such Acquisition;



     2.3 Section 6.01(i) is restated as follows:




     (i) Indebtedness of the target of any Permitted Acquisition or its Affiliates assumed
in connection with any Permitted Acquisition; provided that, the aggregate amount of
Indebtedness assumed under this clause (i) shall not exceed (x) $50,000,000 if Level 1
Liquidity exists, (y) $25,000,000 if Level 2 Liquidity exists or (z) $0 if Level 3 Liquidity
exists, in each case after giving effect to such Permitted Acquisition and provided further
that such Indebtedness is not incurred in connection with, or in contemplation or
anticipation of, such Permitted Acquisition and does not attach to any asset of the Borrower
or any of its Subsidiaries other than the assets acquired in such Permitted Acquisition;



ARTICLE 3.

REPRESENTATIONS




     The Loan Parties represent and warrant to the Lenders and Administrative Agent that:



     3.1 The execution, delivery and performance of this Amendment are within its powers and have
been duly authorized by it. This Amendment is the legal, valid and binding obligation of it,
enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity
or at law.



     3.2 After giving effect to the waiver and amendments herein contained, the representations and
warranties contained in the Credit Agreement and the representations and warranties
contained in the other Loan Documents are true in all material respects on and as of the date
hereof with the same force and effect as if made on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such
specific date), and no Default or Event of Default exists or has occurred and is continuing on the
date hereof.



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ARTICLE 4.

CONDITIONS PRECEDENT.




     This Amendment shall be effective when each of the following conditions is satisfied:



     4.1 This Amendment shall be executed by each of the Loan Parties, the Lenders and the
Administrative Agent.



     4.2 The Loan Parties shall deliver such other documents, including board resolutions approving
this Amendment and incumbency certificates, as requested by the Administrative Agent.



ARTICLE 5.

MISCELLANEOUS.




     5.1 References in the Credit Agreement or in any other Loan Document to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby and as further amended
from time to time.



     5.2 Except as expressly amended hereby, each of the Loan Parties agree that the Loan Documents
are ratified and confirmed and shall remain in full force and effect and that it has no set off,
counterclaim, defense or other claim or dispute with respect to any of the foregoing. This
Amendment is a Loan Document terms used but not defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement.



     5.3 This Amendment may be signed upon any number of counterparts with the same effect as if
the signatures thereto and hereto were upon the same instrument, and signatures sent by telecopy or
electronic mail message shall be enforceable as originals.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	TECUMSEH PRODUCTS COMPANY

 	 
	 	By  	/s/ James S. Nicholson
 	 
	 	 	Name:  	James S. Nicholson 	 
	 	 	Title:  	Vice President, Treasurer and Chief
Financial Officer 	 
	 
	 	TECUMSEH PRODUCTS OF CANADA, LIMITED

 	 
	 	By  	/s/ James S. Nicholson
 	 
	 	 	Name:  	James S. Nicholson 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	TECUMSEH COMPRESSOR COMPANY

 	 
	 	By  	/s/ James S. Nicholson
 	 
	 	 	Name:  	James S. Nicholson 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	VON WEISE USA, INC.

 	 
	 	By  	/s/ James S. Nicholson
 	 
	 	 	Name:  	James S. Nicholson 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	DATA DIVESTCO, INC.

 	 
	 	By  	/s/ James S. Nicholson
 	 
	 	 	Name:  	James S. Nicholson 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EVERGY, INC.

 	 
	 	By  	/s/ James S. Nicholson
 	 
	 	 	Name:  	James S. Nicholson 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	TECUMSEH TRADING COMPANY

 	 
	 	By  	/s/ James S. Nicholson
 	 
	 	 	Name:  	James S. Nicholson 	 
	 	 	Title:  	Vice President and Treasurer 	 



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	 	JPMORGAN CHASE BANK, N.A., individually, as

Administrative Agent, Issuing Bank and Swingline

Lender

 	 
	 	By  	/s/ Matthew A. Brewer
 	 
	 	 	Name:  	Matthew A. Brewer 	 
	 	 	Title:  	Assistant Vice President 	 
	 




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