Contract

EXHIBIT 4.1 AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 1 (this "Amendment"), dated as of May 5, 2006, 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 further amended hereby and as the same 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's Brazilian Subsidiaries have entered into or may in the future enter into receivables financing transactions whereby the Brazilian Subsidiaries discount or sell, either with or without recourse under Brazilian law, export receivables pursuant to and in accordance with one or more programs administered by the Brazilian Central Bank (the "Brazilian Receivables Transactions"); WHEREAS, as the Brazilian Receivables Transactions may constitute an Off-Balance Sheet Liability, which constitutes Indebtedness, the incurrence of which may be prohibited by Section 8.1 of the Credit Agreement; and WHEREAS, the Borrower has requested, and the Lenders and the Administrative Agent have agreed (i) to amend Section 8.1 of the Credit Agreement to permit the Brazilian Subsidiaries to enter into the Brazilian Receivables Transactions and (ii) to waive any Default or Event of Default that may have arisen in connection with such transaction; NOW, THEREFORE, in consideration of the premises and the mutual covenants and provisions hereinafter contained, the parties hereto hereby agree as follows: 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. 2. AMENDMENT TO THE CREDIT AGREEMENT. As of the First Amendment Effective Date (as defined in Section 4), the Credit Agreement is hereby amended as follows: (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following defined term in alphabetical order: "Brazilian Receivables Transactions" means a transaction whereby the Brazilian Subsidiaries discount or sell, either with or without recourse under Brazilian law, export receivables pursuant to and in accordance with one or more programs administered by the Brazilian Central Bank. (b) Clause (k) of Section 8.1 of the Credit Agreement is hereby amended in its entirety as follows: (k) Indebtedness (not otherwise permitted under this Section 8.1) incurred (i) in connection with the Brazilian Receivables Transactions; provided, however, that the Dollar Equivalent of the aggregate outstanding principal amount (or equivalent repurchase obligation) of 1 all such Indebtedness incurred pursuant to this clause (i) shall not exceed $150,000,000 at any time and (ii) by any Material Foreign Subsidiary (other than in connection with the Brazilian Receivables Transactions mentioned in clause (i) above); provided, however, that the Dollar Equivalent of the aggregate outstanding principal amount of all such Indebtedness incurred pursuant to this clause (ii) shall not exceed $25,000,000 at any time; and 3. WAIVER. The Lenders party hereto, constituting the Requisite Lenders, hereby waive any Default or Event of Default that may have arisen as a result of the Brazilian Receivables Transactions. 4. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall become effective, as of February 6, 2006, on the date (the "First Amendment Effective Date") when the Administrative Agent shall have received all of the following, each of which shall be in form and substance satisfactory to the Administrative Agent: (a) this Amendment, executed by the Borrower, the Administrative Agent and the Requisite Lenders; (b) the Consent of Guarantors (attached hereto), executed by each Guarantor; and (c) such additional documentation as the Administrative Agent or the Requisite Lenders may reasonably require. 5. REPRESENTATIONS AND WARRANTIES. On and as of the date hereof, and as of the First Amendment Effective Date, after giving effect to this Amendment, 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. 6. 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 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. 7. LOAN DOCUMENTS. This Amendment is deemed to be a "Loan Document" for the purposes of the Credit Agreement. 8. COSTS AND EXPENSES. The Borrower agrees to pay on demand 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 2 delivered pursuant hereto, including the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto. 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 First 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. [signature pages follow] 3 IN WITNESS WHEREOF, the undersigned parties have executed this Amendment No. 1 to the Credit Agreement to be effective for all purposes as of the First Amendment Effective Date. Borrower TECUMSEH PRODUCTS COMPANY as Borrower By: /s/ JAMES S. NICHOLSON ------------------------------------ Name: James S. Nicholson Title: Vice President, Treasurer & CFO Administrative Agent CITICORP USA, INC., as Administrative Agent, Collateral Agent, Dollar Swing Loan Lender, Issuer and as a Lender By: /s/ SEBASTIEN DELASNERI ------------------------------------ Name: Sebastien Delasneri Title: Vice President Lenders CITICORP USA, INC., as Lender By: /s/ SEBASTIEN DELASNERI ------------------------------------ Name: Sebastien Delasneri Title: Vice President JPMORGAN CHASE BANK, N.A. as Thai Swing Loan Lender and as a Lender By: /s/ JEFFREY W. SWARTZ ------------------------------------ Name: Jeffrey W. Swartz Title: Vice President BANK OF AMERICA, N.A. as Documentation Agent and Lender By: /s/ EDWARD M. BARTKOWSKI ------------------------------------ Name: Edward M. Bartkowski Title: Senior Vice President [SIGNATURE PAGE TO AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT] LASALLE BANK MIDWEST N.A. as a Lender By: /s/ GREG GENTRY ------------------------------------ Name: Greg Gentry Title: First Vice President COMERICA BANK as a Lender By: /s/ CATHERINE MEISTER YOUNG ------------------------------------ Name: Catherine Meister Young Title: Vice President WELLS FARGO FOOTHILL, LLC as a Lender By: /s/ JUAN BARRERA ------------------------------------ Name: Juan Barrera Title: Vice President ABLECO FINANCE LLC on behalf of itself and its affiliates as a Lender By: /s/ KEVIN GENDA ------------------------------------ Name: Kevin Genda Title: Senior Vice President NORTH FORK BUSINESS CAPITAL CORPORATION as a Lender By: /s/ ARI KAPLAN ------------------------------------ Name: Ari Kaplan Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION as a Lender By: /s/ DWAYNE COKER ------------------------------------ Name: Dwayne Coker Title: Duly Authorized Signatory [SIGNATURE PAGE TO AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT] CONSENT OF GUARANTORS Dated as of May 5, 2006 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] IN WITNESS WHEREOF, the parties hereto have consented to this Amendment No. 1, as of the date first written above. CONVERGENT TECHNOLOGIES INTERNATIONAL, INC. TECUMSEH TRADING COMPANY EVERGY, INC. FASCO INDUSTRIES, INC. MANUFACTURING DATA SYSTEMS, 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: President TECUMSEH PRODUCTS OF CANADA LIMITED, as Canadian Guarantor By: /s/ JAMES S. NICHOLSON --------------------------------------- Name: James S. Nicholson Title: Vice President FASCO MOTORS COMPANY, as Canadian Guarantor By: /s/ JAMES S. NICHOLSON --------------------------------------- Name: James S. Nicholson Title: Vice President [SIGNATURE PAGE TO GUARANTOR CONSENT TO AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT]