Exhibit 4.2
AMENDMENT NO. 7 TO
FIRST LIEN CREDIT AGREEMENT
AMENDMENT NO. 7 (this "Amendment"), dated as of November 8, 2007,
among Tecumseh Products Company, a Michigan corporation (the "Borrower"), the
Lenders party hereto, and CITICORP USA, INC., as administrative agent and
collateral agent for the Lenders and the Issuers (in such capacities, the
"Administrative Agent"), amends certain provisions of the FIRST LIEN CREDIT
AGREEMENT, dated as of February 6, 2006 (as the same has heretofore been
amended, as amended hereby, and as it may be further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the financial institutions from time to time party thereto as lenders
(the "Lenders"), the financial institutions from time to time party thereto as
issuing banks (the "Issuers") and the Administrative Agent.
WITNESSETH:
WHEREAS, the Borrower has requested the Administrative Agent and the
Lenders constituting the Requisite Lenders reduce the existing Revolving Credit
Commitment to $75,000,000;
WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders constituting the Requisite Lenders reduce the Minimum Available
Credit set forth in Section 7.21 (Minimum Available Credit) to $30,000,000; and
WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders constituting the Requisite Lenders consent to certain amendments to
the Credit Agreement in connection therewith;
WHEREAS, the Borrower has requested, and the Administrative Agent and
each Lender signatory to an Acknowledgement and Consent has agreed to consent to
certain amendments of the Credit Agreement on the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and provisions hereinafter contained, the parties hereto hereby agree
as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used herein and not
defined herein but defined in the Credit Agreement are used herein as defined in
the Credit Agreement.
SECTION 2. AMENDMENT TO THE CREDIT AGREEMENT. As of the Seventh
Amendment Effective Date (as defined in Section 3), the Credit Agreement is
hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by adding
the following defined terms in alphabetical order:
"Amendment No. 7 to the Credit Agreement" means that certain
Amendment No. 7 to the First Lien Credit Agreement, dated as of November 8,
2007, entered into by the Borrower, the Administrative Agent and the
Lenders party thereto.
"Engine Sale" means the sale by Borrower, pursuant to the Engine
Sale Documents, of the capital stock of each of Tecumseh Power Company, a
Delaware corporation and a Subsidiary of Borrower, Motoco a.s., a
corporation formed under the laws of the Czech Republic and a Subsidiary of
the Borrower, and Tecumseh Power International Limited, a
corporation formed under the laws of the United Kingdom and a Subsidiary of
Tecumseh Power Company.
"Engine Sale Documents" means that certain Stock Purchase
Agreement dated as of October 22, 2007 by and between Tecumseh Products
Company and Snowstorm Acquisition Corporation.
(b) Section 2.5 of the Credit Agreement is hereby deleted in its
entirety and the following shall be inserted in lieu thereof:
Section 2.5 Reduction and Termination of the Revolving Credit
Commitments
The Borrower may, upon at least three Business Days' prior notice
to the Administrative Agent, terminate in whole or reduce in part ratably
the unused portions of the respective Revolving Credit Commitments of the
Revolving Credit Lenders; provided, however, that each partial reduction
shall be in an aggregate amount of not less than $3,000,000 or an integral
multiple of $1,000,000 in excess thereof. On the Seventh Amendment
Effective Date, the Revolving Credit Commitment of all Lenders shall be
reduced ratably by an amount equal to $100,000,000. After giving effect to
such reduction, the Revolving Credit Commitments shall be $75,000,000.
(c) Article VII (Affirmative Covenants) of the Credit Agreement is
hereby amended by deleting the existing Section 7.21 and inserting the following
in lieu thereof:
Section 7.21 Minimum Available Credit
Beginning on the day immediately following the Seventh Amendment
Effective Date (as defined in Amendment No. 7), the Borrower shall maintain a
minimum Available Credit of not less than $30,000,000; provided, however, that
if at any time, the Agents and the Lenders consent to an A&S Sale (as defined in
Amendment No. 6), beginning on the day immediately following the effective date
of such A&S Sale, the Borrower shall maintain a minimum Available Credit of not
less than $30,000,000 minus the amount, if any, by which (x) that portion of the
Available Credit created solely by the inclusion of the assets subject to such
A&S Sale in the Borrowing Base immediately prior to the consummation of such A&S
Sale exceeds (y) the Net Cash Proceeds of such A&S Sale.
SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
AMENDMENT. This Amendment shall become effective as of the date first written
above on the date (the "Seventh Amendment Effective Date") when the
Administrative Agent shall have received all of the following:
(a) Certain Documents. The Administrative Agent shall have
received each of the following, in form and substance satisfactory to the
Administrative Agent:
(i) this Amendment, executed by the Borrower and the
Administrative Agent;
(ii) an Acknowledgement and Consent, in the form attached
hereto as Exhibit A, duly executed by each of the Requisite Lenders;
(iii) the Consent of Guarantors, in the form attached hereto
as Exhibit B, executed by each Guarantor;
(iv) the fully executed Engine Sale Documents along with a
certificate of a Responsible Officer of the Borrower certifying to the
consummation of the Engine Sale in accordance with Engine Sale Documents; and
(v) such additional documentation as the Administrative
Agent or the Requisite Lenders may reasonably require.
(b) Payment of Fees, Costs and Expenses. The Administrative Agent
shall have received payment of all fees, costs and expenses as required by
Sections 7 and 8 hereof, including, without limitation, all fees, costs and
expenses of the Administrative Agent (including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent) in connection with this Amendment, the Credit Agreement and each other
Loan Document.
(c) Representations and Warranties. Each of the representations
and warranties contained in Section 4 below shall be true and correct.
(d) No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing.
SECTION 4. REPRESENTATIONS AND WARRANTIES. On and as of the date
hereof, and as of the Seventh Amendment Effective Date, the Borrower hereby
represents and warrants to the Lenders as follows:
(a) Each of the representations and warranties contained in
Article IV of the Credit Agreement, the other Loan Documents or in any
certificate, document or financial or other statement furnished at any time
under or in connection therewith are true and correct in all material respects
on and as of the date as if made on and as of such date, except to the extent
that such representations and warranties specifically relate to a specific date,
in which case such representations and warranties shall be true and correct in
all material respects as of such specific date; and
(b) No Default or Event of Default has occurred and is
continuing.
SECTION 5. CONTINUING EFFECT; NO OTHER AMENDMENTS. Except as expressly
amended hereby, all of the terms and provisions of the Credit Agreement and the
other Loan Documents are and shall remain in full force and effect. The
amendments, waivers and consents contained herein shall not constitute an
amendment or a waiver of any other provision of the Credit Agreement or the
other Loan Documents or for any other purpose except as expressly set forth
herein.
SECTION 6. LOAN DOCUMENTS. This Amendment is deemed to be a "Loan
Document" for the purposes of the Credit Agreement.
SECTION 7. FEES. As consideration for the execution of this Amendment,
the Borrower agrees to pay on the Seventh Amendment Effective Date to the
Administrative Agent, for the account of each Lender from which the
Administrative Agent shall have received (by facsimile or otherwise) an executed
Acknowledgement and Consent with respect to this Amendment by 5:00 p.m. (New
York time) on November 8, 2007, a fee equal to 0.025% of such Lender's Revolving
Commitment (for avoidance of doubt, for purposes of this Section 7, the
applicable Revolving Credit Commitments shall be $175,000,000).
SECTION 8. COSTS AND EXPENSES. The Borrower agrees to pay on demand on
the Seventh Amendment Effective Date all reasonable and documented out-of-pocket
costs and expenses of
the Administrative Agent in connection with the preparation, execution and
delivery of this Amendment and other instruments and documents to be delivered
pursuant hereto, including the reasonable and documented fees and out-of-pocket
expenses of counsel for the Administrative Agent with respect thereto.
SECTION 9. GOVERNING LAW; COUNTERPARTS; MISCELLANEOUS.
(a) This Amendment shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.
(b) This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
(c) Section captions used in this Amendment are for convenience
only and shall not affect the construction of this Amendment.
(d) From and after the Seventh Amendment Effective Date, all
references in the Credit Agreement to the "Agreement" shall be deemed to be
references to such Agreement as modified hereby and this Amendment and the
Credit Agreement shall be read together and construed as a single instrument.
(e) Delivery of an executed signature page of this Amendment by
facsimile or by email in portable document format (.pdf) shall be effective as
delivery of an original manually executed counterpart hereof.
[signature pages follow]
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment No. 7 to the Credit Agreement to be effective for all purposes as of
the Seventh Amendment Effective Date.
Borrower
TECUMSEH PRODUCTS COMPANY
as Borrower
By: /s/ James S. Nicholson
Name: James S. Nicholson
Title: Vice President, Treasurer and
Chief Financial Officer
[SIGNATURE PAGE TO AMENDMENT NO. 7 TO FIRST LIEN CREDIT AGREEMENT]
Administrative Agent
CITICORP USA, INC.
as Administrative Agent, Collateral
Agent, Swing Loan Lender, Issuer and as
a Lender
By: /s/ Keith R. Gerding
Name: Keith R. Gerding
Title: Director and Vice President
[SIGNATURE PAGE TO AMENDMENT NO. 7 TO FIRST LIEN CREDIT AGREEMENT]
EXHIBIT A
ACKNOWLEDGEMENT AND CONSENT
To: CITICORP USA, INC., as Administrative Agent
388 Greenwich Street, 19th Floor
New York, New York 10013
RE: TECUMSEH PRODUCTS COMPANY
Reference is made to the CREDIT AGREEMENT, dated as of February 6,
2006, as amended (as the same may be further amended, supplemented, restated or
otherwise modified from time to time, the "Credit Agreement"), among TECUMSEH
PRODUCTS COMPANY, a Michigan corporation (the "Borrower"), the Lenders and
Issuers party thereto and CITICORP USA, INC. ("Citicorp"), as administrative
agent and collateral agent for the Lenders and the Issuers (in such capacity,
the "Administrative Agent"). Unless otherwise specified herein, all capitalized
terms used in this Acknowledgment and Consent shall have the meanings ascribed
to such terms in the Credit Agreement.
The Borrower has requested that the Lenders consent to the terms and
provisions of Amendment No. 7 to First Lien Credit Agreement (the "Amendment"),
the form of which is attached hereto.
Pursuant to Section 11.1(a) (Amendments, Waivers, Etc.) of the Credit
Agreement, the undersigned Lender hereby consents to the terms and provisions of
the Amendment and authorizes the Administrative Agent to execute and deliver
such Amendment on its behalf.
Very truly yours,
----------------------------------------
[Name of Lender]
By:
------------------------------------
Name
Title:
Dated as of November ____, 2007
[EXHIBIT A TO AMENDMENT NO. 7 TO FIRST LIEN CREDIT AGREEMENT]
EXHIBIT B
CONSENT OF GUARANTORS
Dated as of November__, 2007
Each of the undersigned companies, as a Guarantor under the Guaranty
dated February 6, 2006 (the "Guaranty") in favor of the Secured Parties under
the Credit Agreement referred to in the foregoing Amendment, hereby consents to
such Amendment and hereby confirms and agrees that notwithstanding the
effectiveness of such Amendment, the Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment, each reference in
the Guaranty to the "Credit Agreement", "thereunder", "thereof" or words of like
import shall mean and be a reference to the Credit Agreement, as amended by such
Amendment.
[Signature pages follow]
[EXHIBIT B - CONSENT OF GUARANTORS TO AMENDMENT NO. 7 TO FIRST LIEN CREDIT
AGREEMENT]
EXHIBIT B
IN WITNESS WHEREOF, the parties hereto have consented to this
Amendment No. 7, as of the date first written above.
CONVERGENT TECHNOLOGIES INTERNATIONAL,
INC.
TECUMSEH TRADING COMPANY
EVERGY, INC.
FASCO INDUSTRIES, INC.
M. P. PUMPS, INC.
TECUMSEH CANADA HOLDING COMPANY
TECUMSEH COMPRESSOR COMPANY
TECUMSEH POWER COMPANY
VON WEISE GEAR COMPANY
as U.S. Guarantors
By: /s/ James S. Nicholson
Name: James S. Nicholson
Title: Vice President and Treasurer
EUROMOTOR, INC.
as U.S. Guarantor
By: /s/ James S. Nicholson
Name: James S. Nicholson
Title: Vice President
HAYTON PROPERTY COMPANY, LLC
TECUMSEH DO BRASIL USA, LLC
As U.S. Guarantors
By: /s/ James S. Nicholson
Name: James S. Nicholson
Title: Vice President
[EXHIBIT B - CONSENT OF GUARANTORS TO AMENDMENT NO. 7 TO FIRST LIEN CREDIT
AGREEMENT]
TECUMSEH PRODUCTS OF CANADA LIMITED,
as Canadian Guarantor
By: /s/ James S. Nicholson
Name: James S. Nicholson
Title: Vice President and Treasurer
VON WEISE OF CANADA COMPANY (F/K/A FASCO
MOTORS COMPANY),
As Canadian Guarantor
By: /s/ James S. Nicholson
Name: James S. Nicholson
Title: Vice President
[EXHIBIT B - CONSENT OF GUARANTORS TO AMENDMENT NO. 7 TO FIRST LIEN CREDIT
AGREEMENT]