EX-4.2





Exhibit 4.2





FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 16, 2008 (this “Amendment”), is
among TECUMSEH PRODUCTS COMPANY (the “Borrower”), the lenders party thereto from time to time (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 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.

AMENDMENTS




     The Credit Agreement is amended as follows:



     1.1 The definitions of Banking Services and Loan Guarantor in Section 1.01 are restated as
follows:



          “Banking Services” means each and any of the following bank services provided to the
Borrower or any of its Subsidiaries by Chase or any of its Affiliates: (a) commercial credit cards,
(b) stored value cards and (c) treasury management services (including, without limitation,
controlled disbursement, automated clearinghouse transactions, return items, overdrafts and
interstate depository network services, and further including without limitation all ACH debit, ACH
credit and daylight overdraft services and financial accommodations by Chase or any of its
Affiliates in any amount and all transactions related thereto.



          “Banking Services Obligations” means any and all obligations of the Borrower and its
Subsidiaries, or any of them, 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.



          “Loan Guarantor” means each (a) present and future Domestic Subsidiary and Canadian
Subsidiary of the Borrower and their successors and assigns, (b) in addition to the other Loan
Guarantors, the Borrower shall be a Loan Guarantor with respect to all Secured Obligations owing by
any of its Subsidiaries at any time, and (c) any other Person executing a Guaranty at any time;
provided that (i) Hayton Property Company, LLC, a Wisconsin limited liability company, shall not be
required to be a Guarantor so long as it has no assets other than the existing real estate in
Wisconsin owned as of the date hereof as described by the Borrower and has no business or material
net worth, and (ii) each of The Lauson Company, a Wisconsin corporation, Power Products Company,
Inc., a Wisconsin corporation, and Providence Controls Company, a Rhode Island corporation, shall
not be required to be a Guarantor so long as the aggregate fair market value of all of their assets
does not exceed $250,000.



 









 





ARTICLE 2.

REPRESENTATIONS




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



     2.1 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.



     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 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.



ARTICLE 3.

CONDITIONS PRECEDENT.




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



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



     3.2 The Loan Parties shall deliver such other documents as reasonably requested by the
Administrative Agent.



ARTICLE 4.

MISCELLANEOUS.




     4.1 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.



     4.2 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.



     4.3 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 	 
	 
	 	By  	                                              /s/ Lynn Dennison
 	 
	 	 	Name:  	Lynn Dennison 	 
	 	 	Title:  	Secretary 	 
	 
	 	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 	 
	 
	 	M. P. PUMPS, 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 	 



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	 	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 	 
	 
	 	TECUMSEH DO BRASIL USA, LLC

 	 
	 	By  	/s/ James S. Nicholson
 	 
	 	 	Name:  	James S. Nicholson 	 
	 	 	Title:  	President 	 
	 
	 	JPMORGAN CHASE BANK, N.A., individually, as

Administrative Agent, Issuing Bank and Swingline

Lender

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




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