EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 14th, 2003 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
EXHIBIT 2.2 AMENDMENT No. 1 TO STOCK PURCHASE AGREEMENT THIS AMENDMENT No.1 (this "Amendment") to that certain Stock Purchase Agreement entered into as of November 27, 2002, by and among Tecumseh Products Company, a corporation organized and existing...Stock Purchase Agreement • January 14th, 2003 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT DATED AS OF NOVEMBER 4, 2005 $300,000,000 ADJUSTABLE RATE SENIOR GUARANTEED NOTES DUE MARCH 5, 2011 TECUMSEH PRODUCTS COMPANY $300,000,000 ADJUSTABLE RATE SENIOR GUARANTEED NOTES DUE MARCH 5, 2011Note Purchase Agreement • November 8th, 2005 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
WITNESSETH:Settlement Agreement • April 10th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
WITNESSETH:Registration Rights Agreement • April 10th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
CHASE LOGO)Credit Agreement • May 8th, 2008 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
EXHIBIT 4.1 THREE-YEAR CREDIT AGREEMENT DATED AS OF DECEMBER 30, 2002Credit Agreement • January 14th, 2003 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
BETWEENStock Purchase Agreement • July 7th, 2008 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
Section 1 Duration of Severance AgreementSeverance Agreement • April 16th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
WITNESSETH:Guaranty Agreement • March 7th, 2003 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
OBJECTIVEConsulting Services Agreement • July 21st, 2005 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
RECITALCredit Agreement • August 8th, 2005 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip
ANDStock Purchase Agreement • March 21st, 2006 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
RECITALCredit Agreement • November 8th, 2005 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip
EXHIBIT 2.3 AMENDMENT No. 2 TO STOCK PURCHASE AGREEMENT THIS AMENDMENT No. 2, (this "Amendment") to that certain Stock Purchase Agreement entered into as of November 27, 2002, as amended by Amendment No. 1 dated December 3, 2002, by and among Tecumseh...Stock Purchase Agreement • January 14th, 2003 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
ARTICLE I DEFINITIONSCredit Agreement • August 8th, 2005 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2008 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
ANDStock Purchase Agreement • November 14th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AMONGPurchase Agreement • August 9th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
WITNESSETH:Employment Agreement • August 6th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
Exhibit 10.1 [Tecumseh Products Company Letterhead] November 20, 2008 Edwin L. Buker President & CEO Tecumseh Products Company 1136 Oak Valley Drive Ann Arbor, MI 48108 Re: Amendments to Employment Agreement and 2008 Retention Arrangements Dear Mr....Employment Agreement • November 26th, 2008 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
EXHIBIT 4.2 BRIDGE CREDIT AGREEMENT DATED AS OF DECEMBER 30, 2002Bridge Credit Agreement • January 14th, 2003 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH TECUMSEH PRODUCTS COMPANY,Revolving Credit and Security Agreement • April 27th, 2011 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
Revolving Credit and Security Agreement dated as of April 21, 2011 among TECUMSEH PRODUCTS COMPANY, a corporation organized under the laws of the State of Michigan (“Tecumseh Products”), TECUMSEH COMPRESSOR COMPANY, a corporation organized under the laws of the State of Delaware (“Tecumseh Compressor”), TECUMSEH PRODUCTS OF CANADA, LIMITED, a Canadian corporation (“Tecumseh Products Canada”), and EVERGY, INC., a corporation organized under the laws of the State of Delaware (“Evergy”) (Tecumseh Products, Tecumseh Compressor, Tecumseh Products Canada and Evergy, each a “Borrower”, and collectively “Borrowers”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
Exhibit 10.1Change in Control Agreement • January 10th, 2006 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
EXECUTION VERSION SECOND LIEN CREDIT AGREEMENT DATED AS OF FEBRUARY 6, 2006Second Lien Credit Agreement • February 9th, 2006 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AWARD AGREEMENT (RESTRICTED STOCK)Restricted Stock Award Agreement • August 17th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip
TECUMSEH PRODUCTS COMPANY LONG-TERM INCENTIVE EQUITY AWARD PLANOption Agreement • August 17th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip
This Agreement confirms the grant of an Option pursuant to and subject to all the terms and conditions of the Tecumseh Products Company Long-Term Incentive Equity Award Plan, as amended and restated on August 7, 2007 and as it may be further amended or restated in the future in accordance with its terms (the "Plan"). In this Agreement capitalized terms that are used without separate definition have the meanings given to them in the Plan.
WITNESSETH:Second Lien Credit Agreement • April 10th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AWARD AGREEMENT (SAR)Sar Agreement • March 10th, 2008 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip
AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • November 18th, 2008 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
WITNESSETH:First Lien Credit Agreement • November 14th, 2007 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 10.6 FIFTH AMENDMENT TO AMENDED AND RESTATED CLASS B RIGHTS AGREEMENT THIS FIFTH AMENDMENT to the Amended and Restated Class B Rights Agreement dated April 22, 1992, as amended (as so amended, the "Existing Agreement"), is dated as of July 15,...Class B Rights Agreement • March 13th, 2003 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip
EXHIBIT 10.12 FIFTH AMENDMENT TO CLASS A RIGHTS AGREEMENT THIS FIFTH AMENDMENT to the Class A Rights Agreement dated April 22, 1992, as amended (as so amended, the "Existing Agreement"), is dated as of July 15, 2002 and is among TECUMSEH PRODUCTS...Class a Rights Agreement • March 13th, 2003 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip
GUARANTEEGuarantee • August 6th, 2015 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This Guarantee (this “Guarantee”) is made this 5th day of August, 2015, by Atlas Capital Resources II LP and Atlas Capital Resources (P) II LP, on the one hand, and Mueller Industries, Inc., on the other hand, (including their successors and assigns, the “Guarantors”), in favor of Tecumseh Products Company, a Michigan corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among MA Industrial JV LLC, a newly-formed Delaware limited liability company (“Parent”), MA Industrial Sub Inc., a newly-formed Michigan corporation that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
AMONGContribution and Purchase Agreement • March 14th, 2008 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
