FIFTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 4.7
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of February 24, 2010 (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.
CREDIT AGREEMENT AMENDMENTS
CREDIT AGREEMENT AMENDMENTS
The Credit Agreement is amended as follows:
1.1 Section 6.12 of the Credit Agreement is restated as follows:
SECTION 6.12. Fixed Charge Coverage Ratio. At any time (i) Availability is
less than $10,000,000 and Borrower requests a Loan, (ii) Liquidity is less than $35,000,000
at any time on or before March 31, 2010, or (iii) Liquidity is less than $50,000,000 at any
time after March 31, 2010, the Borrower will not permit the Fixed Charge Coverage Ratio,
determined for the then most recently ended period of four consecutive fiscal quarters, to
be less than 1.1 to 1.0.
ARTICLE 2.
REPRESENTATIONS
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.
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.
ARTICLE 4.
MISCELLANEOUS.
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.
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 | ||||||
Name: /s/ J. Xxxx Xxxxxxxx | ||||||
Title: Secretary | ||||||
TECUMSEH PRODUCTS OF CANADA, LIMITED | ||||||
By | ||||||
Name: /s/ Xxxxxx X. Xxxx | ||||||
Title: President and General Manager | ||||||
TECUMSEH COMPRESSOR COMPANY | ||||||
By | ||||||
Name: /s/ J. Xxxx Xxxxxxxx | ||||||
Title: Secretary | ||||||
XXX XXXXX USA, INC. | ||||||
By | ||||||
Name: /s/ J. Xxxx Xxxxxxxx | ||||||
Title: Secretary |
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DATA DIVESTCO, INC. | ||||||
By | ||||||
Name: /s/ J. Xxxx Xxxxxxxx | ||||||
Title: Secretary | ||||||
EVERGY, INC. | ||||||
By | ||||||
Name: /s/ J. Xxxx Xxxxxxxx | ||||||
Title: Secretary | ||||||
TECUMSEH TRADING COMPANY | ||||||
By | ||||||
Name: /s/ J. Xxxx Xxxxxxxx | ||||||
Title: Secretary | ||||||
JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent, Issuing Bank and Swingline Lender |
||||||
By | ||||||
Name: /s/ Xxxxxxx X. Xxxxxx | ||||||
Title: Assistant Vice President |
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