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                                                                     EXHIBIT 4.3

                       FIRST AMENDMENT TO CREDIT AGREEMENT

            THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 5, 2005
(this "Amendment"), is among Tecumseh Products Company, a Michigan corporation
(the "Borrower"), the Lenders party hereto and JPMorgan Chase Bank, N.A., as
agent for the Lenders (in such capacity, the "Agent").

                                     RECITAL

      The Borrower, the Lenders party thereto and the Agent are parties to a
Credit Agreement dated as of December 21, 2004, as modified by a waiver letter
dated June 30, 2005 (the "Credit Agreement"). The Borrower and the Guarantors
desire to amend the Credit Agreement and the Agent 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.
                                   AMENDMENTS

      The Credit Agreement shall be amended as follows:

      1.1 The following definitions are added to the Credit Agreement in
appropriate alphabetical order:

      "Banking Services" shall mean all treasury management services (including,
without limitation, controlled disbursement, automated clearinghouse
transactions, return items, overdrafts and interstate depository network
services) provided to any of the Borrower or any of its Subsidiaries by JPMCB or
any of its Affiliates.

      "Banking Services Obligations" of the Borrower and the Guarantors shall
mean any and all obligations of any of the Borrower or any of the Guarantors,
whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor) in connection with Banking Services.

      "Brazil Export Debt" means Indebtedness of Brazilian Subsidiaries owing to
the government of Brazil in an aggregate amount not to exceed the lesser of (a)
$50,000,000 or (b) the aggregate amount of cash and cash equivalents of the
Brazilian Subsidiaries.

      "Business Segment" means, at any time, any one or more businesses of the
Borrower and its Subsidiaries the results of operations of which are reported as
a separate segment in accordance with Agreement Accounting Principles and on the
Form 10-K of the Borrower and its Subsidiaries then most recently filed with the
Securities and Exchange Commission.

      "Capital Expenditures" means for any period all direct or indirect (by way
of acquisition of securities of a Person or the expenditure of cash or the
transfer of property or the incurrence of

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Indebtedness) expenditures in respect of the purchase or other acquisition of
fixed or capital assets determined in conformity with Agreement Accounting
Principles.

      "Collateral" is defined in Section 2.24(i)(a).

      "Collateral Account" is defined in Section 2.2.

      "Collateral Agent" means JPMCB in its capacity as collateral agent under
the Collateral Documents.

      "Collateral Documents" means, collectively, the Intercreditor Agreement,
the Security Agreements, the Mortgages and all other agreements or documents
granting or perfecting a Lien in favor of the Collateral Agent for the benefit
of the Secured Parties under the Intercreditor Agreement or otherwise providing
support for the Secured Obligations at any time, as any of the foregoing may be
amended or modified from time to time.

      "Consolidated Capital Expenditures" means, with reference to any period,
the Capital Expenditures of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

      "Credit Agreement Allocated Share" is defined in Section 2.2.

      "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part prior to a date one year
after the Facility Termination Date.

      "Electrical Components Group" means the Business Segment described as such
on the Form 10-Q of the Borrower most recently filed with the Securities and
Exchange Commission on the Second Amendment Effective Date.

      "Engine and Power Train Group" means the Business Segment described as
such on the Form 10-Q of the Borrower most recently filed with the Securities
and Exchange Commission on the Second Amendment Effective Date.

      "Event of Loss" means, with respect to any property of the Borrower and
its Subsidiaries, any loss, destruction or damage of such property or any
condemnation, seizure or taking, by exercise of the power of eminent domain or
otherwise, of such property, or confiscation of such property or the requisition
of the use of such property.

      "First Amendment" means the First Amendment to this Agreement dated as of
the First Amendment Effective Date.

      "First Amendment Effective Date" shall mean August 5, 2005.

      "First Amendment Financial Certificate" means a separate certificate
delivered by the Borrower to the Lenders on the First Amendment Effective Date
and identified as the "First Amendment Financial

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Certificate, together with any Supplemental Projections delivered under this
Agreement.

      "Foreign Receivables Securitization Program" means one or more
transactions wherein a Foreign Subsidiary transfers under a true sale
transaction receivables of such Foreign Subsidiary to a Special Purpose
Subsidiary which issues or incurs Indebtedness secured solely by such
receivables."

      "Intercreditor Agreement" shall mean the Collateral Agency and
Intercreditor Agreement among the Secured Parties of the Borrower and JPMCB, as
Collateral Agent, to be executed on or before August 31, 2005 in connection with
the delivery of the Collateral Documents under Section 2.24(i), as amended or
modified from time to time, under which agreement the holders of the Secured
Obligations agree to share equally and ratably in any proceeds realized from the
enforcement of any guarantees from the Borrower and any Subsidiaries of the
Borrower and any Collateral which guarantee or secure, as the case may be, the
Secured Obligations, provided that such Intercreditor Agreement, and any
amendments or modifications thereto, shall be in form and substance acceptable
to the Required Lenders and the Agent.

      "IRB Debt" shall means the indebtedness and other liabilities owing
pursuant to any IRB Document at any time.

      "IRB Documents" shall mean all agreements, instruments and other documents
executed in connection with the following Mississippi Business Finance
Corporation Industrial Development Revenue Bonds issued by the Borrower: (i)
1994 Series A Bonds issued by the Borrower, with a current principal balance of
$4,199,106.50 as of the First Amendment Effective Date, and (ii) 1997 Series A
Bonds issued originally by the Borrower (now transferred to Evergy, Inc., a
Wholly Owned Subsidiary of the Borrower), and guaranteed by the Borrower, with a
current principal balance of $6,605,662.62 as of the First Amendment Effective
Date.

      "Material Subsidiary" means, at any time, any Subsidiary (including its
Subsidiaries) that satisfies one of the following conditions:

      (a) the portion of Consolidated Total Assets, as of the end of the most
recently ended fiscal quarter of the Borrower, attributable to such Subsidiary
in accordance with Agreement Accounting Principles is at least five percent (5%)
of Consolidated Total Assets at such time; or

      (b) the portion of Consolidated EBITDA, for the then most recently ended
fiscal quarter of the Borrower, attributable to such Subsidiary in accordance
with Agreement Accounting Principles is at least five percent (5%) of
Consolidated EBITDA for such period.

      "Mortgages" means each mortgage, deed of trust and similar agreement and
any other agreement from any Borrower or Guarantor granting a Lien on any of its
real property, each in form and substance acceptable to the Agent and as amended
or modified from time to time, entered into by any Borrower or Guarantor at any
time for the benefit of the Collateral Agent and the Secured Parties pursuant to
this Agreement or the Intercreditor Agreement.

      "Permitted Foreign Receivables Securitization Program" means one or more
transactions wherein a Foreign Subsidiary transfers under a true sale
transaction receivables of such Foreign Subsidiary to a special purpose
Subsidiary reasonably acceptable to the Agent and the Required Lenders which
issues or

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incurs Indebtedness secured solely by such receivables, provided however, that
(i) such Indebtedness is recourse only to such receivables, (ii) the aggregate
principal amount of all Indebtedness outstanding of all Special Purpose
Subsidiaries pursuant to such transactions shall not at any time exceed the
result of (A) $100,000,000 multiplied by (B) the Remaining Securitization
Segments Percentage and (iii) at the time of any such transaction and
immediately after giving effect thereto, no Default or Unmatured Default would
exist.

      "Projected Consolidated Capital Expenditures" means, with respect to any
period, Consolidated Capital Expenditures projected for such period in the First
Amendment Financial Certificate.

      "Projected Consolidated EBITDA" means, with respect to any period,
Consolidated EBITDA projected for such period as set forth in (a) for purposes
of determining the Required Business Percentage or the Required Securitization
Segments Percentage prior to the delivery of the Supplemental Projections, the
First Amendment Financial Certificate, and for purposes of such determination
after the delivery of the Supplemental Projections, the Supplemental
Projections, and (b) for all other purposes of this Agreement, the Consolidated
EBITDA projected for such period in the First Amendment Financial Certificate.

      "Projected EBITDA" means, with respect to any Sold Business for any
period, EBITDA of such Business Segment projected for such period as set forth
in (a) prior to the delivery of the Supplemental Projections, the First
Amendment Financial Certificate and (b) after the delivery of the Supplemental
Projections, the Supplemental Projections.

      "Remaining Business Percentage" means, at any time, the result (expressed
as a decimal) of:

            (a)   one (1); minus

            (b)   the result of

                        (i) Projected EBITDA for each Sold Business for the
                  period beginning on the first day of the first fiscal quarter
                  beginning after such time and ending on last day of the last
                  fiscal quarter for which such projections have been prepared
                  under (A) prior to the delivery of the Supplemental
                  Projections, the First Amendment Financial Certificate and (B)
                  after the delivery of the Supplemental Projections, the
                  Supplemental Projections, divided by

                        (ii) Projected Consolidated EBITDA for such period.

      "Remaining Securitization Segments Percentage" means, at any time, the
      result (expressed as a decimal) of:

            (a)   one (1); minus

            (b)   the result of

                        (i) Projected EBITDA for each Sold Business containing a
                  Foreign Receivables Securitization Program for the period
                  beginning on the first day of

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                  the first fiscal quarter beginning after such time and ending
                  on last day of the last fiscal quarter for which such
                  projections have been prepared under (A) prior to the delivery
                  of the Supplemental Projections, the First Amendment Financial
                  Certificate and (B) after the delivery of the Supplemental
                  Projections, the Supplemental Projections, divided by

                        (ii) Projected EBITDA for each Business Segment
                  containing a Foreign Receivables Securitization Program for
                  such period.

      "Secured Obligations" means, collectively, all (i) Obligations, (ii) Rate
Management Obligations owing to one or more Lenders or their Affiliates, (iii)
2003 Senior Note Debt, (iv) IRB Debt and (v) Banking Services Obligations.

      "Secured Parties" means the Collateral Agent, the Lenders and the other
holders of the Secured Obligations.

      "Security Agreements" means each security agreement, pledge agreement,
pledge and security agreement and similar agreement and any other agreement from
any Borrower or Guarantor granting a Lien on any of its personal property
(including without limitation any Capital Stock owned by such Borrower or
Guarantor), each in form and substance acceptable to the Agent and as amended or
modified from time to time, entered into by any Borrower or Guarantor at any
time for the benefit of the Collateral Agent and the Secured Parties pursuant to
this Agreement or the Intercreditor Agreement.

      "Sold Business" means a Business Segment disposed of by the Borrower or
any Subsidiary after the First Amendment Effective Date.

      "Supplemental Projections" is defined in Section 6.1(xvi).

      "2003 Senior Note Debt" means the indebtedness and other liabilities owing
pursuant to any 2003 Note Purchase Document at any time.

      "2003 Note Purchase Agreement" means the Note Purchase Agreement of the
Borrower and the note purchasers party thereto dated March 5, 2003 regarding the
4.66% Senior Guaranteed Notes due March 5, 2011, as amended or modified from
time to time.

      "2003 Note Purchase Documents" means the 2003 Note Purchase Agreement, the
2003 Senior Notes and all agreements and documents executed in connection
therewith at any time and as amended or modified from time to time.

      "2003 Senior Notes" means the 4.66% Senior Guaranteed Notes due March 5,
2011 issued by the Borrower pursuant to the 2003 Note Purchase Agreement, as
amended or modified from time to time and including any notes issued in exchange
or replacement for such notes, and any other securities issued pursuant to the
2003 Note Purchase Agreement at any time.

      1.2 The following definitions in the Credit Agreement are restated as
follows.

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      "Consolidated EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income and without
duplication (i) Consolidated Interest Expense, (ii) expense for accrued income
taxes, (iii) depreciation, (iv) amortization, (v) other non-cash charges, (vi)
for purposes of the determining the covenant in Section 6.19.2 but not for
purposes of determining the covenant in Section 6.19.4, environmental charges
taken after September 30, 2004 but on or before December 31, 2004 in an
aggregate amount not to exceed $14,600,000, and (vii) expenses for legal,
consulting and advisory services related to the First Amendment and the
amendment of the 2003 Note Purchase Documents and the IRB Documents executed in
connection therewith taken during the fiscal quarters of the Borrower ending
September 30, 2005 or December 31, 2005, in an aggregate amount not to exceed
$2,000,000, minus, to the extent included in Consolidated Net Income,
extraordinary gains realized other than in the ordinary course of business, all
calculated for the Borrower and its Subsidiaries on a consolidated basis. When
referring to the Consolidated EBITDA or EBITDA of any Business Segment,
Consolidated EBITDA or EBITDA of any Business Segment shall mean the
Consolidated EBITDA attributable to such Business Segment.

      "Consolidated Indebtedness" means, without duplication, at any time all
Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of
Special Purpose Subsidiaries under a Permitted Foreign Receivables
Securitization Program and Brazil Export Debt), including current maturities of
such obligations, determined on a consolidated basis in accordance with
Agreement Accounting Principles.

      "Consolidated Net Worth" means at any time the consolidated stockholders'
equity of the Borrower and its Subsidiaries calculated on a consolidated basis
as of such time; provided that all accumulated other comprehensive income (as
determined in accordance with Agreement Accounting Principles, which includes
such non-cash adjustments for foreign currency translation and transaction
adjustments, net unrealized gains/losses on all investments, minimum pension
liability and other FASB 87 adjustments, and all FASB 133 related adjustments),
all goodwill impairment charges taken or to be taken in the fiscal quarters
ending June 30, 2005 through December 31, 2005 not to exceed $150,000,000 in
aggregate amount, valuation allowances recorded by the Borrower against deferred
tax assets that may be taken in the fiscal quarters ending September 30, 2005
and December 31, 2005 not to exceed $20,000,000 in aggregate amount, and all
restructuring charges anticipated to be taken from July 1, 2005 through December
31, 2006 in connection with the Engine and Power Train Group and the Electrical
Components Group not to exceed $30,000,000 shall be excluded in determining
Consolidated Net Worth.

      "Guarantor" means all Guarantors existing as of the First Amendment
Effective Date, all present and future Domestic Subsidiaries of the Borrower and
their successors and assigns that are Material Subsidiaries, all other
Subsidiaries that at any time guarantee or otherwise incur a Contingent
Obligation with respect to any of the 2003 Senior Note Debt or IRB Debt, and any
other Person executing a Guaranty at any time.

      "Loan Documents" means this Agreement, the Guaranties, the Facility LC
Applications, the Collateral Documents, any Notes issued pursuant to Section
2.14 and any other agreements or instruments executed in connection herewith at
any time.

      "Net Cash Proceeds" means, without duplication, in connection with any
sale or other disposition of any asset or any settlement by, or receipt of
payment in respect of, any property insurance claim or

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condemnation award, the cash proceeds (including any cash payments received by
way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but only as and
when received) of such sale, settlement or payment, net of reasonable and
documented attorneys' fees, accountants' fees, investment banking fees, amounts
required to be applied to the repayment of Indebtedness secured by a Lien
expressly permitted hereunder on any asset which is the subject of such sale,
insurance claim or condemnation award (other than any Lien in favor of the Agent
for the benefit of the Agent and the Lenders) and other customary fees actually
incurred in connection therewith and net of taxes paid or reasonably estimated
to be payable as a result thereof.

      "Swing Line Commitment" means the obligation of the Swing Line Lender to
make Swing Line Loans up to a maximum principal amount of $30,000,000 at any one
time outstanding.

      1.3 Section 2.2 is restated as follows:

      2.2. Required Payments; Termination. (i) Unless earlier payment is
required hereunder, the Loans and all other unpaid Obligations shall be paid in
full by the Borrower on the Facility Termination Date.

      (ii) In addition to all other payments of the Obligations required
hereunder and unless waived by the Required Lenders, the Borrower shall prepay
the Obligations, and the Aggregate Commitment will be automatically reduced, by
an amount equal to the Credit Agreement Allocated Share of all of the Net Cash
Proceeds from any sale, condemnation, casualty loss or other disposition or
transfer of any assets (including without limitation any Event of Loss, but
excluding the sale of inventory or obsolete or worn-out property in the ordinary
course of business) in excess of $15,000,000 in aggregate amount in any fiscal
year, payable and effective upon receipt of such Net Cash Proceeds.

As used herein, "Credit Agreement Allocated Share" means, at any time, a portion
equal to a fraction, the numerator of which is the Aggregate Commitment or, if
the Aggregate Commitment has been terminated, the Aggregate Outstanding Credit
Exposure at such time, and the denominator of which is the sum of (a) the
outstanding principal balance of the 2003 Senior Note Debt at such time, (b) the
outstanding principal balance of the IRB Debt at such time and (c) the Aggregate
Commitment or, if the Aggregate Commitment has been terminated, the Aggregate
Outstanding Credit Exposure at such time.

If any prepayment required under this Section 2.2 would exceed the Aggregate
Outstanding Credit Exposure at such time, then the amount of such excess shall
be deposited in the Collateral Account unless waived by the Required Lenders.

So long as no Default exists, notwithstanding the above, the Aggregate
Commitments will not be reduced below $75,000,000 as a result of any provision
of Section 2.2(ii), and the amount by which the Aggregate Commitments would be
reduced below $75,000,000 (and the corresponding amount by which the Obligations
would be prepaid pursuant to Section 2.2(ii)) instead shall be paid to the Agent
and held as cash collateral for the Obligations in the Collateral Account unless
waived by the Required Banks. As used herein, "Collateral Account" means a
special collateral account pursuant to arrangements satisfactory to the Agent at
the Agent's office at the address specified pursuant to Article XIII. Such
Collateral Account shall be under the sole dominion and control of the Agent,
for the benefit of the

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Lenders, and in which the Borrower shall have no interest until all Obligations
have been irrevocably paid in full and all Commitments have expired or been
terminated, at which time any balance remaining in the Collateral Account shall
be paid to the Borrower. The Borrower will execute such further agreements and
documents, if any, reasonably requested by the Agent in connection with the
Collateral Account. After a Default, the Agent may apply any of the funds in the
Collateral Account to the Obligations in such order determined by the Agent. The
Borrower hereby pledges, assigns and grants to the Agent, on behalf of and for
the ratable benefit of the Lenders and the LC Issuer, a security interest in all
of the Borrower's right, title and interest in and to all funds which may from
time to time be on deposit in the Collateral Account to secure the prompt and
complete payment and performance of the Obligations.

      1.4 Section 2.5 is restated as follows:

      2.5. Swing Line Loans.

            2.5.1. Amount of Swing Line Loans. Upon the satisfaction of the
      conditions precedent set forth in Section 4.2 and, if such Swing Line Loan
      is to be made on the date of the initial Advance hereunder, the
      satisfaction of the conditions precedent set forth in Section 4.1 as well,
      from and including the date of this Agreement and prior to the Facility
      Termination Date, the Swing Line Lender agrees, on the terms and
      conditions set forth in this Agreement, to make Swing Line Loans to the
      Borrower and, to the extent agreed to by the Swing Line Lender in its sole
      discretion, to certain of the Borrower's Subsidiaries from time to time in
      an aggregate principal amount not to exceed the Swing Line Commitment,
      provided that the Aggregate Outstanding Credit Exposure shall not at any
      time exceed the Aggregate Commitment, and provided further that at no time
      shall the sum of (i) the Swing Line Lender's Pro Rata Share of the Swing
      Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing
      Line Lender pursuant to Section 2.1, exceed the Swing Line Lender's
      Commitment at such time. Subject to the terms of this Agreement, the
      Borrower (and certain of the Borrower's Subsidiaries if and to the extent
      agreed to by the Swing Line Lender in its sole discretion) may borrow,
      repay and reborrow Swing Line Loans at any time prior to the Facility
      Termination Date. The Borrower shall be absolutely and unconditionally
      jointly and severally liable for all Swing Line Loans made to any of its
      Subsidiaries, and the Borrower and any such Subsidiary shall execute all
      additional agreements in connection with any Swing Line Loans made to a
      Subsidiary of the Borrower as reasonably requested by the Swing Line
      Lender.

            2.5.2. Borrowing Notice. The Borrower shall deliver to the Agent and
      the Swing Line Lender irrevocable notice (a "Swing Line Borrowing Notice")
      not later than noon (Chicago time) on the Borrowing Date of each Swing
      Line Loan, specifying (i) the applicable Borrowing Date (which date shall
      be a Business Day), (ii) whether the Swing Line Loan will be made to the
      Borrower or, to the extent agreed to by the Swing Line Lender in its sole
      discretion, to a Subsidiary of the Borrower and (iii) the aggregate amount
      of the requested Swing Line Loan which shall be an amount not less than
      $100,000 or the equivalent thereof. The Swing Line Loans made to the
      Borrower shall bear interest at the Floating Rate or such other rate
      agreed to by the Borrower and the Swing Line Lender. The Swing Line Loans
      made to any Subsidiary of the Borrower shall bear interest at the rate
      agreed to by such Subsidiary and the Swing Line

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      Lender and shall be in such currency as agreed to by the Swing Line
      Lender.

            2.5.3. Making of Swing Line Loans. Promptly after receipt of a Swing
      Line Borrowing Notice, the Agent shall notify the Swing Line Lender by
      fax, or other similar form of transmission, of the requested Swing Line
      Loan. Not later than 2:00 p.m. (Chicago time) on the applicable Borrowing
      Date, the Swing Line Lender shall make available the Swing Line Loan, in
      funds immediately available at such location specified by the Agent. The
      Agent will promptly make the funds so received from the Swing Line Lender
      available to the Borrower or such applicable Subsidiary on the Borrowing
      Date at the Agent's aforesaid location.

            2.5.4. Repayment of Swing Line Loans. Each Swing Line Loan shall be
      paid in full by the Borrower or applicable Subsidiary upon demand by the
      Swing Line Lender and automatically without demand on the Facility
      Termination Date. In addition, the Swing Line Lender may at any time in
      its sole discretion with respect to any outstanding Swing Line Loan
      require each Lender (including the Swing Line Lender) to make a Revolving
      Loan in the amount of such Lender's Pro Rata Share of such Swing Line Loan
      (including, without limitation, any interest accrued and unpaid thereon),
      for the purpose of repaying such Swing Line Loan. Any Swing Line Loan
      outstanding in any currency other than U.S. Dollars shall be immediately
      converted to U.S. Dollars (at such exchange rate reasonably determined by
      the Agent) at any time such a Revolving Loan is to be made. Not later than
      noon (Chicago time) on the date of any notice received pursuant to this
      Section 2.5.4, each Lender shall make available its required Revolving
      Loan, in funds immediately available in Detroit to the Agent at its
      address specified pursuant to Article XIII. Revolving Loans made pursuant
      to this Section 2.5.4 shall initially be Floating Rate Loans and
      thereafter may be continued as Floating Rate Loans or converted into
      Eurodollar Loans in the manner provided in Section 2.10 and subject to the
      other conditions and limitations set forth in this Article II. Unless a
      Lender shall have notified the Swing Line Lender, prior to its making any
      Swing Line Loan, that any applicable condition precedent set forth in
      Sections 4.1 or 4.2 had not then been satisfied, such Lender's obligation
      to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line
      Loans shall be unconditional, continuing, irrevocable and absolute and
      shall not be affected by any circumstances, including, without limitation,
      (a) any set-off, counterclaim, recoupment, defense or other right which
      such Lender may have against the Agent, the Swing Line Lender or any other
      Person, (b) the occurrence or continuance of a Default or Unmatured
      Default, (c) any adverse change in the condition (financial or otherwise)
      of the Borrower, or (d) any other circumstances, happening or event
      whatsoever. In the event that any Lender fails to make payment to the
      Agent of any amount due under this Section 2.5.4, the Agent shall be
      entitled to receive, retain and apply against such obligation the
      principal and interest otherwise payable to such Lender hereunder until
      the Agent receives such payment from such Lender or such obligation is
      otherwise fully satisfied. In addition to the foregoing, if for any reason
      any Lender fails to make payment to the Agent of any amount due under this
      Section 2.5.4, such Lender shall be deemed, at the option of the Agent, to
      have unconditionally and irrevocably purchased from the Swing Line Lender,
      without recourse or warranty, an undivided interest and participation in
      the applicable Swing Line Loan in the amount of such Revolving Loan, and
      such interest and participation may be recovered from such Lender together
      with interest thereon at the Federal Funds Effective Rate for each day
      during the period commencing on the date of demand and ending on the date
      such amount is received. Any Swing Line Loan outstanding in any currency
      other than U.S. Dollars shall be immediately converted to U.S.

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      Dollars (at such exchange rate reasonably determined by the Agent) at any
      time a Revolving Loan is to be made to refund such Swing Line Loan or a
      Lender is to purchase a participation in such Swing Line Loan. On the
      Facility Termination Date, the Borrower and any applicable Subsidiary
      shall repay in full the outstanding principal balance of the Swing Line
      Loans.

      1.5 The following new Section 2.24 is added to the Credit Agreement:

            2.24. Collateral Security; Further Assurances. (i) To secure the
payment when due of the Secured Obligations, on or before September 30, 2005 the
Borrower shall execute and deliver, or cause to be executed and delivered, to
the Collateral Agent, Collateral Documents granting or providing for the
following:

            (a) Security Agreements granting a first priority, enforceable Lien
and security interest, subject to the Liens permitted by this Agreement and
subject to the sharing provisions to be contained in the Intercreditor
Agreement, on all present and future accounts, chattel paper, commercial tort
claims, deposit accounts, documents, farm products, fixtures, chattel paper,
equipment, general intangibles, goods, instruments, inventory, investment
property, letter-of-credit rights (as those terms are defined in the Michigan
Uniform Commercial Code) and all other personal property of the Borrower and of
each Guarantor, subject to any exclusions approved by the Required Lenders (all
of the foregoing, collectively with the real property subject to a Mortgage
required under Section 2.24(b) below, collectively, the "Collateral").
Notwithstanding the foregoing, with respect to Liens granted by the Borrower or
any Guarantor on the Capital Stock of any Foreign Subsidiary such Lien shall not
exceed 65% of the voting Capital Stock of such Foreign Subsidiary and shall be
limited to the Capital Stock of Foreign Subsidiaries that are Material
Subsidiaries.

            (b) Mortgages granting a Lien on the real property to the extent
such Liens are required by the holders of the 2003 Senior Notes.

      (ii) On or before September 30, 2005 the Borrower shall cause each of the
following conditions to be satisfied:

            (a) All Collateral Documents (other than the Intercreditor
Agreement, the execution of which is governed by Section 2.24(ii)(b), provided
Borrower and Guarantors shall consent to such Intercreditor Agreement after it
is agreed to by all parties thereto on terms reasonably requested by the Agent)
as reasonably requested by the Agent, in each case duly executed on behalf of
the Borrower and the Guarantors, as the case may be, granting to the Lenders and
the Agent the Collateral and support specified in Section 2.24 of the Credit
Agreement, together with: (v) such resolutions, certificates and opinions of
counsel as reasonably requested by the Agent; (w) the recordation, filing and
other action (including payment of any applicable taxes or fees) in such
jurisdictions as the Lenders or the Agent may deem necessary or appropriate with
respect to the Collateral Documents, including the filing of financing
statements, Mortgages and other filings which the Lenders or the Agent may deem
necessary or appropriate to create, preserve or perfect the liens, security
interests and other rights intended to be granted to the Lenders or the Agent
thereunder, together with Uniform Commercial Code record searches and other Lien
searches in such offices as the Lenders or the Agent may request; (x) evidence
that the casualty and other insurance required pursuant to the Loan Documents is
in full force and effect; (y)

                                      -10-
<PAGE>

originals of all instruments and certificates representing all of the
outstanding shares of Capital Stock and other securities and instruments to be
pledged thereunder, with appropriate stock powers, endorsements and other powers
duly executed in blank; and (z) such other evidence that Liens creating a first
priority security interest, subject to the Intercreditor Agreement, in the
Collateral shall have been created and perfected as requested by the Agent and
the satisfaction of all other conditions in connection with the Collateral and
the Collateral Documents as reasonably requested by the Agent. So long as the
Borrower and its Subsidiaries have complied, and continue to comply, with all of
the terms of this Section 2.24 and the Collateral Documents, the failure to
perfect the Lien of the Collateral Agent on the Capital Stock of a Material
Foreign Subsidiary shall not result in a Default.

            (b) The obligations of the Borrower and each Guarantor to grant the
Liens set forth in this Section 2.24 shall be conditioned upon the execution by
the Agent, on behalf of the Lenders, of an Intercreditor Agreement. Each of the
Lenders agrees to negotiate the terms of and, contemporaneously with the grant
of the Liens contemplated by this Section 2.24, enter into, or permit the Agent
to enter into on its behalf, an Intercreditor Agreement.

      (iii) The Borrower agrees that it will promptly notify the Agent of the
formation, acquisition or existence of any Subsidiary that is a Guarantor (per
the definition of Guarantor) that has not executed a Guaranty and Security
Agreement or the acquisition of any assets on which a Lien is required to be
granted and that is not covered by existing Collateral Documents. The Borrower
agrees that it will promptly execute and deliver, and cause each Guarantor to
execute and deliver, promptly upon the request of the Agent, such additional
Collateral Documents, Guaranties and other agreements, documents and
instruments, each in form and substance satisfactory to the Agent, sufficient to
grant the Guaranties and Liens contemplated by this Agreement and the Collateral
Documents. The Borrower shall deliver, and cause each Guarantor to deliver, to
the Agent all original instruments payable to it with any endorsements thereto
required by the Agent. Additionally, the Borrower shall execute and deliver, and
cause each Guarantor to execute and deliver, promptly upon the request of the
Agent, such certificates, legal opinions, lien searches, organizational and
other charter documents, resolutions and other documents and agreements as the
Agent may reasonably request in connection therewith. The Borrower shall use its
best efforts to cause each lessor of real property to the Borrower or any
Guarantor where any material Collateral is located to execute and deliver to the
Agent an agreement in form and substance reasonably acceptable to the Agent duly
executed on behalf of such lessor waiving any distraint, lien and similar rights
with respect to any property subject to the Collateral Documents and agreeing to
permit the Collateral Agent to enter such premises in connection therewith. The
Borrower shall execute and deliver, and cause each Guarantor to execute and
deliver, promptly upon the reasonable request of the Agent, such agreements and
instruments evidencing any intercompany loans or other advances among the
Borrower and its Subsidiaries, or any of them, and all such intercompany loans
or other advances shall be, and are hereby made, subordinate and junior to the
Secured Obligations and no payments may be made on such intercompany loans or
other advances upon and during the continuance of a Default unless otherwise
agreed to by the Required Lenders. Notwithstanding the foregoing, the provisions
of this Section 2.24(iii) shall not apply prior to the date the Borrower and the
Guarantors are required to deliver the Collateral Documents required by Section
2.24(i).

      1.6 Section 5.5 is restated as follows:

      5.5. Material Adverse Change. Since the date of the financial statements
of the Borrower

                                      -11-
<PAGE>

filed with the Securities and Exchange Commission with the Borrower's Quarterly
Report on Form 10-Q for the period ended March 31, 2005, except as reflected in
or contemplated by the financial forecasts provided to the Lenders on June 16,
2005, there has been no change in the business, Property, prospects, condition
(financial or otherwise) or results of operations of the Borrower and its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect, except as disclosed in the SEC Reports.

      1.7 The following new Section 5.20 is added to the Credit Agreement:

      5.20 2003 Senior Note and IRB Debt. All representations and warranties of
the Borrower contained in any 2003 Senior Note Document or IRB Document were
true and correct in all material respects as of the date such representations
and warranties were made. As of the First Amendment Effective Date, the
outstanding principal balance of the 2003 Senior Note Debt is $250,000,000 and
all 2003 Senior Note Documents (including the amendment and other agreements and
documents executed on or about the date hereof) have been delivered to the
Lenders prior to the First Amendment Effective Date. As of the First Amendment
Effective Date, the outstanding principal balance of the IRB Debt is
$10,804,769.12 and all IRB Documents (including the waiver or amendment and
other agreements and documents executed on or about the date hereof) have been
delivered to the Lenders prior to the First Amendment Effective Date. There is
no event of default or event or condition which would become an event of default
with notice or lapse of time or both, under any 2003 Senior Note Document or IRB
Document. Neither the Borrower nor any Subsidiary thereof has paid (or promised
to pay) any amendment fee or any other direct or indirect compensation to any
party to any 2003 Senior Note Document or IRB Document (other than as set forth
in the documents delivered to the Lenders prior to the First Amendment Effective
Date) or to any other creditor of the Borrower or any Subsidiary in connection
with the transactions contemplated hereby.

      1.8 Section 6.1 is amended by re-designating Section 6.1(x) as Section
6.1(xvii) and adding the following new Sections 6.1(x), (xi), (xii), (xiii),
(xiv), (xv) and (xvi):

            (x)     As soon as available, and in any event to later than 30 days
                    after month end ending prior to March 30, 2007, a reporting
                    package which sets forth in reasonable detail income
                    statements, balance sheets and statements of cash flow (as
                    currently prepared by the Borrower) on a consolidated and
                    consolidating basis (by legal entity rolling up into
                    reporting segments, rolling up into the Borrower), and for
                    each of the Borrower's reporting segments, including
                    variance reports as currently prepared by the Borrower.

            (xi)    Promptly after the delivery thereof, copies of any reports
                    by Alix Partners delivered to the board of directors of the
                    Borrower or any committee thereof from time to time on or
                    prior to March 30, 2007.

            (xii)   On September 1, 2005 and the first Business Day of each
                    month thereafter occurring on or prior to March 30, 2007, a
                    6 week treasury cash flow forecast which sets forth in
                    reasonable detail projected receipts and disbursements.

                                      -12-
<PAGE>

            (xiii)  Not later than 45 days at the end of each fiscal quarter end
                    ending prior to March 30, 2007, an explanation of variance
                    reports to the First Amendment Financial Certificate or
                    Revised Business Plan, as applicable, as currently prepared
                    by the Borrower.

            (xiv)   Not later than February 28, 2006 a revised business plan for
                    the Borrower's 2006, 2007 and 2008 fiscal years (the
                    "Revised Business Plan") in a form reasonably acceptable to
                    the Required Lenders and as approved by the Borrower's Board
                    of Directors.

            (xv)    Simultaneously with their delivery to the holders of the
                    2003 Senior Notes, such projections, financial information
                    and other reporting items delivered to the holders of the
                    2003 Senior Notes pursuant the 2003 Note Purchase Agreement.

            (xvi)   not earlier than January 1, 2006 and not later than February
                    28, 2006 and not earlier than July 1, 2006 and later than
                    August 31, 2006, projections (collectively, the
                    "Supplemental Projections") prepared by the Borrower and
                    delivered to its board of directors setting forth Projected
                    EBITDA for each Business Segment and Projected Consolidated
                    EBITDA, in each case for each fiscal quarter of the
                    immediately following period of six fiscal quarters of the
                    Borrower, such projections to be prepared in a manner
                    consistent with the projections previously supplied by the
                    Borrower to the Lenders on or about the First Amendment
                    Effective Date, and certified by a senior financial officer
                    of the Borrower as having been prepared by the Borrower on
                    the basis of assumptions stated therein which the Borrower
                    reasonably believed were reasonable when made in light of
                    the historical performance of the Borrower and its
                    Subsidiaries and reasonably foreseeable business conditions.

      1.9 Section 6.10 is restated as follows:

      6.10. Dividends. The Borrower will not, nor will it permit any Subsidiary
to, declare or pay any dividends or make any distributions on its Capital Stock
(other than dividends payable in its own Capital Stock) or redeem, repurchase or
otherwise acquire or retire any of its Capital Stock at any time outstanding,
except that (i) any Subsidiary may declare and pay dividends or make
distributions to the Borrower or to a Wholly-Owned Subsidiary, (ii) on or prior
to December 31, 2006, if no Default or Unmatured Default shall exist immediately
before or after giving effect thereto or be caused as a result thereof, the
Borrower shall be permitted to declare and pay quarterly dividends in respect of
its Class A and Class B Common Stock up to an aggregate amount of $6,000,000 per
quarter (x) for the fiscal quarter ended September 30, 2005 and (y) for each
fiscal quarter thereafter, the lesser of $6,000,000 or the amount permitted for
such fiscal quarter by the 2003 Note Purchase Agreement as in effect on the
First Amendment Effective Date (and giving effect to the Amendment No. 2 thereto
dated the First Amendment Effective Date, but not any subsequent amendment or
modification), and (iii) after December 31, 2006, the Borrower may declare and
pay dividends on its Capital Stock and make redemptions, repurchases or other
acquisitions or retirements of any of its Capital Stock provided that in each
case no Default or Unmatured Default shall exist before or after giving effect
thereto or be caused

                                      -13-
<PAGE>

as a result thereof. Notwithstanding anything in this Agreement to the contrary,
the Borrower will not (a) issue any Disqualified Stock or (b) redeem or
otherwise acquire any of its Capital Stock at any time prior to January 1, 2008,
except solely in exchange for its common Capital Stock

      1.10 The following is added to the end of Section 6.11.

            Notwithstanding the foregoing, and in addition to any other
restrictions contained herein, the Borrower will not permit its Subsidiaries to
incur any Indebtedness that is not permitted by the 2003 Senior Note Documents.

      1.11 The following is added to the end of Section 6.13.

            Notwithstanding the foregoing, and in addition to any other
restrictions contained herein, the Borrower will not, nor will permit its
Subsidiary to lease, sell or otherwise dispose of its Property to any other
person if such lease, sale or other disposition is not permitted by the 2003
Senior Note Documents.

      1.12 Section 6.15 is amended by adding the following to the end thereof:

            Notwithstanding the foregoing, (a) in addition to any other
restrictions contained herein, the Borrower will not, nor will permit its
Subsidiary to, create, incur or suffer to exist any Lien if such Lien is not
permitted by the 2003 Senior Note Documents and (b) all Liens under the
Collateral Documents shall be permitted.

      1.13 Section 6.19 is restated as follows:

            6.19. Financial Covenants.

                  6.19.1. Fixed Charge Coverage Ratio. The Borrower will not
      permit the Fixed Charge Coverage Ratio to be less than (i) 2.00 to 1.0 as
      of the end of any fiscal quarter ending prior to December 31, 2006 or (ii)
      3.0:1.0 as of the end of any fiscal quarter ending on or after December
      31, 2006, calculated quarterly on a trailing four fiscal quarter basis.

                  6.19.2. Leverage Ratio. The Borrower will not permit the
      Leverage Ratio to be greater than (i) 4.0:1.0 at any time prior to March
      31, 2006, (ii) 3.75:1.0 at any time on and after March 31, 2006 and prior
      to September 30, 2006, (iii) 3.50:1.0 at any time on or after September
      30, 2006 and prior to December 31, 2006, (iv) 3.25:1.0 at any time on or
      after December 31, 2006 and prior to March 31, 2007 or (v) 3.0:1.0 at any
      time on or after March 31, 2007.

                  6.19.3. Minimum Net Worth. The Borrower will not permit or
      suffer Consolidated Net Worth to be less than (i) at any time on or prior
      to December 31, 2006, $950,000,000 or (ii) at any time after December 31,
      2006, the sum of (a) $900,000,000 plus (b) 50% of Consolidated Net Income
      earned in the two consecutive fiscal quarters ending December

                                      -14-
<PAGE>

      31, 2004 (without deduction for losses) plus (c) 50% of Consolidated Net
      Income earned in each fiscal year ending on or after December 31, 2005
      (without deduction for losses).

                  6.19.4 Minimum EBITDA. The Borrower will not permit or suffer
      Consolidated EBITDA as of the end of any fiscal quarter ending on or after
      June 30, 2005 but on or before December 31, 2006, as calculated for the
      four consecutive fiscal quarters then ending, to be less than the result
      of (i) 90% of the amount of Projected Consolidated EBITDA for such four
      consecutive fiscal quarters then ending multiplied by (ii) the Remaining
      Business Percentage on such date.

                  6.19.5 Maximum Capital Expenditures. The Borrower will not
      permit or suffer Consolidated Capital Expenditures, as of the end of each
      fiscal quarter ending on or after September 30, 2005 and on or before
      December 31, 2006, to exceed 110% of Projected Consolidated Capital
      Expenditures for the period beginning on July 1, 2005 and ending on the
      last day of such fiscal quarter.

                  6.19.6 Consolidated Indebtedness. The Borrower will not permit
      or suffer Consolidated Indebtedness at any time on or before December 31,
      2006 to exceed (i) $460,000,000 times (ii) the Remaining Business
      Percentage at such time.

      1.14 The following new Sections 6.21 and 6.22 are added to the Credit
Agreement:

            6.20 Optional Payments and Modification of Debt. The Borrower will
not, nor will it permit any Subsidiary to, (i) make any optional payment,
defeasance (whether a covenant defeasance, legal defeasance or other
defeasance), prepayment, repurchase (including without limitation any offer to
repurchase) or other optional redemption of any 2003 Senior Note Debt or IRB
Debt, (ii) enter into any agreement restricting the ability of the Borrower and
its Subsidiaries to amend or modify any Loan Document, (iii) enter into any
agreement or arrangement requiring any defeasance of any kind of any 2003 Senior
Note Debt or IRB Debt or (iv) pay or agree to pay any fee, interest or other
compensation or consideration (other than as required under the 2003 Senior Note
Documents and IRB Documents delivered to the Lenders prior to the First
Amendment Effective Date) to any purchaser or other holder of the 2003 Senior
Note Debt or IRB Debt.

            6.21 Retention of Management for Engine Segment. The Borrower will
continue to retain Alix Partners LLC (or a similar firm acceptable to the
Required Lenders) as interim operating managers of the Engine and Power Train
Group (in accordance with the terms of the contracts governing the terms of its
engagement filed with the Borrower's Form 8-K referred to below) until December
31, 2006, to perform such duties and tasks as are consistent with (a) the scope
of engagement set forth in the implementation plan set forth in that certain
report, dated June 20, 2005, prepared by AlixPartners LLC and delivered to the
Lenders, and (b) the Borrower's Form 8-K, dated July 20, 2005, filed with the
Securities and Exchange Commission.

      1.15 The following new Sections 7.14 and 7.15 are added to the Credit
Agreement:

            7.14. Any Collateral Document shall for any reason (other than
solely as the result of an act or omission of the Agent or a Lender) fail to
create a valid and perfected first priority security

                                      -15-
<PAGE>

interest, subject to the Intercreditor Agreement, in any Collateral purported to
be covered thereby, except as permitted by the terms of this Agreement or any
Collateral Document, or, due to any action by the Borrower or any of its
Subsidiaries not consented to by the Required Lenders, any Collateral Document
shall fail to remain in full force or effect or any action shall be taken by the
Borrower or any of its Subsidiaries not consented to by the Required Lenders to
discontinue or to assert the invalidity or unenforceability of any Collateral
Document, or the Borrower or any Guarantor shall fail to comply with any of the
terms or provisions of any Collateral Document if the failure continues beyond
any period of grace provided for in the applicable Collateral Document.

            7.15 The occurrence of any "Default" under and as defined in the
Intercreditor Agreement.

      1.16 Clause (iii) of Section 8.2 is restated as follows: "(iii) Extend the
Facility Termination Date, or increase the amount of the Aggregate Commitment,
other than pursuant to Section 2.23 (or increase the Commitment of any Lender
without the consent of such Lender), or permit the Borrower to assign its rights
under this Agreement, or release all or substantially all of the Collateral
(other than release of Collateral permitted by this Agreement or pursuant to any
sale of such Collateral permitted by this Agreement)."

      1.17 The following new Sections 10.16 and 10.17 are added to the Credit
Agreement:

            10.16 Execution of Collateral Documents. The Lenders hereby empower
and authorize the Agent (in its capacity as Agent or as Collateral Agent) to
execute and deliver to the Collateral Documents and all related documents or
instruments as shall be necessary or appropriate to effect the purposes of the
Collateral Documents. The Lenders further empower and authorize the Agent (in
its capacity as Agent or as Collateral Agent) to execute and deliver on their
behalf the Intercreditor Agreement and all related documents or instruments as
shall be necessary or appropriate to effect the purposes of the Intercreditor
Agreement, provided that the form of the Intercreditor Agreement has been
approved by the Required Lenders, and each Lender shall be bound by the terms
and provisions of the Intercreditor Agreement so executed by the Agent.

            10.17 Collateral Releases. The Lenders hereby empower and authorize
the Agent (in its capacity as Agent or as Collateral Agent) to execute and
deliver on their behalf any agreements, documents or instruments as shall be
necessary or appropriate to effect any releases of Collateral which shall be
permitted by the terms hereof, including without limitation any Collateral held
under the Collateral Documents which is permitted to be sold under the terms of
this Agreement, or of any other Loan Document or which shall otherwise have been
approved by the Required Lenders in writing.

      1.18 The Pricing Schedule attached to the Credit Agreement is replaced
with the Pricing Schedule attached to this Amendment.

                                   ARTICLE 2.
                                 REPRESENTATIONS

                                      -16-
<PAGE>

      The Borrower represents and warrants to the Agent and the Lenders that:

      2.1 The execution, delivery and performance of this Amendment are within
its powers, have been duly authorized by the Borrower and are not in
contravention of any Requirement of Law. This Amendment is the legal, valid and
binding obligations of the Borrower, enforceable against it in accordance with
the terms thereof, except to the extent the enforcement thereof may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.

      2.2 After giving effect to the 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 on
and as of the date hereof with the same force and effect as if made on and as of
the date hereof, except to the extent any such representation or warranty is
stated to relate solely to an earlier date, in which case such representation or
warranty shall have been true and correct on and as of such earlier date, and no
Default or Unmatured Default exists or has occurred and is continuing on the
date hereof.

      2.3 Complete and correct copies of the amendment to the 2003 Note Purchase
Agreement, the waiver or amendment to the IRB Documents, and all agreements and
documents executed in connection therewith have been delivered to the Lenders
and such amendments, waivers and other agreements and documents are being
executed simultaneously herewith, and neither the Borrower nor any Subsidiary
thereof has paid (or promised to pay) any amendment fee or any other direct or
indirect compensation to any party to the 2003 Note Purchase Documents or the
IRB Documents or any of their respective Affiliates, attorneys, agents,
consultants or other representatives (other than as set forth in such
amendments, waivers and other agreements and documents) or to any other creditor
of the Borrower or any Subsidiary in connection with the transactions
contemplated thereby.

      2.4 All Subsidiaries that are Guarantors (per the definition of Guarantor)
have duly executed and delivered a Guaranty and are parties to the Consent and
Agreement attached hereto.

                                   ARTICLE 3.
                              CONDITIONS PRECEDENT.

            This Amendment shall become effective as of the date hereof,
provided that each of the following has been satisfied:

      3.1 This Amendment shall be signed by the Borrower, the Agent and the
Required Lenders.

      3.2 Each Guarantor shall have executed the Consent and Agreement attached
hereto.

      3.3 The Lenders shall have received an amendment to the 2003 Note Purchase
Agreement, a waiver or amendment to the IRB Documents and all agreements and
documents executed in connection therewith, and all such amendments and waivers
and other agreements and documents shall be executed simultaneously herewith and
shall be satisfactory to the Required Lenders.

                                      -17-
<PAGE>

      3.4 The Borrower and the Guarantors shall have executed and delivered such
other agreements and instruments, and satisfied such other conditions in
connection with this Amendment as required by the Agent, including but not
limited to resolutions, certificates, financial statements and projections and
opinions of counsel acceptable to the Agent and the payment of such fees
required in connection herewith.

                                   ARTICLE 4.
                                 MISCELLANEOUS.

      4.1 References in any 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.

      4.2 The Borrower agrees to pay and to save the Agent harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Agent in connection with
preparing this Amendment and the related documents.

      4.3 The Borrower acknowledges and agrees that the Agent and the Lenders
have fully performed all of their obligations under all documents executed in
connection with the Loan Documents and all actions taken by the Agent and the
Lenders are reasonable and appropriate under the circumstances and within their
rights under the Loan Documents. The Borrower represents and warrants that it is
not aware of, and hereby waives, any claims or causes of action against the
Agent or any Lender, any participant lender or any of their successors or
assigns.

      4.4 Except as expressly amended hereby, the Borrower agrees 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 Loan Document or any transactions in connection therewith. Terms
used but not defined herein shall have the respective meanings ascribed thereto
in the Credit Agreement.

      4.5 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 telecopied signatures shall be enforceable as originals.

                                      -18-
<PAGE>

            IN WITNESS WHEREOF, the parties signing this Amendment have caused
this Amendment to be executed, delivered and effective as of August 5, 2005.

                                      TECUMSEH PRODUCTS COMPANY

                                      By: ______________________________________
                                      Title: ___________________________________

                                      JPMORGAN CHASE BANK, N.A., as a Lender and
                                      as Agent and LC Issuer

                                      By: ______________________________________
                                      Title: ___________________________________

                                      COMERICA BANK, as a Lender and as
                                      Syndication Agent

                                      By: ______________________________________
                                      Title: ___________________________________

                                      FIFTH THIRD BANK

                                      By: ______________________________________
                                      Title: ___________________________________

                                      THE NORTHERN TRUST COMPANY

                                      By: ______________________________________
                                      Title: ___________________________________

                                      -19-
<PAGE>

                              CONSENT AND AGREEMENT

            As of the date and year first above written, each of the undersigned
hereby:

            (a) fully consents to the terms and provisions of the above
Amendment and the consummation of the transactions contemplated hereby, and
agrees to all terms and provisions of the above letter applicable to it;

            (b) agrees that its Guaranty and all other Loan Documents executed
by the undersigned in connection with the Credit Agreement or otherwise in favor
of the Agent and/or the Lenders (collectively, the "Documents") are hereby
ratified and confirmed and shall remain in full force and effect, and the
undersigned acknowledges that it has no setoff, counterclaim, defense or other
claim or dispute with respect to any Document or any transactions in connection
therewith; and

            (c) acknowledges that it is in its interest and to its financial
benefit to execute this consent and agreement.

                                     M.P. PUMPS, INC.
                                     TECUMSEH INVESTMENTS INC.
                                     TECUMSEH COMPRESSOR COMPANY
                                     LITTLE GIANT PUMP COMPANY
                                     DOUGLAS HOLDINGS, INC.
                                     TECUMSEH POWER COMPANY
                                     FASCO INDUSTRIES, INC.
                                     CONVERGENT TECHNOLOGIES INTERNATIONAL, INC.
                                     EVERGY, INC.
                                     TECUMSEH DO BRASIL USA, LLC
                                     TECUMSEH PUMP COMPANY
                                     TECUMSEH CANADA HOLDING COMPANY
                                     VON WEISE GEAR COMPANY
                                     MANUFACTURING DATA SYSTEMS, INC.

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

                                     EUROMOTOR, INC.

                                     By: /s/ JAMES S. NICHOLSON
                                         -------------------------------------
                                     Name: James S. Nicholson
                                     Title: Vice President

                                      -20-
<PAGE>

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
     TOTAL           LEVEL I   LEVEL II  LEVEL III  LEVEL IV  LEVEL V    LEVEL VI   LEVEL VII
   DEBT/EBITDA        STATUS    STATUS    STATUS     STATUS    STATUS     STATUS     STATUS
-------------------  --------  --------  ---------  --------  ---------  ---------  ---------
<S>                  <C>       <C>       <C>        <C>       <C>        <C>        <C>
Applicable Facility  12.5 bps  15.0 bps  17.5 bps   20.0 bps  25.0 bps   30.0 bps   40.0 bps
Fee

Applicable Margin -  37.5 bps  47.5 bps  70.0 bps   92.5 bps  125.0 bps  170.0 bps  210.0 bps
Eurodollar Rate
Loans
</TABLE>

      For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:

      "Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to the Credit Agreement.

      "Level I Status" exists at any date if, on such date, the Leverage Ratio
is less than 1.00:1.

      "Level II Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status and (ii) the Leverage Ratio is less than
1.50:1.0.

      "Level III Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status or Level II Status and (ii) the Leverage
Ratio is less than 2.00:1.0.

      "Level IV Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status, Level II Status or Level III Status and
(ii) the Leverage Ratio is less than 2.50:1.0.

      "Level V Status" exists at any date if, on such date, (i) the Borrower has
not qualified for Level I Status, Level II Status, Level III Status or Level IV
and (ii) the Leverage Ratio is less than 3.00:1.0.

      "Level VI Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status, Level II Status, Level III Status, Level
IV Status or Level V Status. and (ii) the Leverage Ratio is less than 3.50:1.0.

      "Level VII Status" exists at any date if, on such date, the Borrower has
not qualified for Level I Status, Level II Status, Level III Status, Level IV
Status, Level V Status or Level VI Status.

      "Status" means Level I Status, Level II Status, Level III Status, Level IV
Status, Level V Status, Level VI Status or Level VII Status.

      The Applicable Margin and Applicable Facility Fee Rate shall be determined
in accordance with the foregoing table based on the Borrower's Status as
determined in the then most recent Financials. Adjustments, if any, to the
Applicable Margin and Applicable Facility Fee Rate shall be effective five

                                      -21-
<PAGE>

Business Days after the date the Borrower is required to deliver the applicable
Financials. If the Borrower fails to deliver the Financials to the Agent at the
time required pursuant to the Credit Agreement, then the Applicable Margin and
the Applicable Facility Fee Rate shall be the highest Applicable Margin and
Applicable Facility Fee Rate set forth in the foregoing table until five days
after such Financials are so delivered. Notwithstanding anything herein to the
contrary, the Applicable Margin and Applicable Facility Fee Rate shall be set at
Level VII as of the First Amendment Effective Date.

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