FINEP Ministry of Science, Technology and Innovation Federal Government of Brazil

FINANCIADORA DE ESTUDOS E PROJETOS - FINEP, federal public company, linked to the Ministry of Science, Technology and Innovation, headquartered in Brasília, Federal District, and services in this city, at Praia do Flamengo, No. 200, enrolled in the CNPJ No. 33.749.086/0001-09, herein after called FINEP, and TECUMSEH DO BRASIL LTDA. headquartered at São Paulo, São Carlos, Rua Coronel José Augusto de Oliveira Salles, 478, Postcode 13.560-971, enrolled in the CNPJ under the No. 45.361.425/0001-64, hereinafter called FINANCED PARTY, through their legal representatives, have agreed to and contracted the following:

By this Agreement, FINEP grants to the FINANCED PARTY credit in the amount of R$ 82,475,114.40 (eighty-two million, four hundred seventy-five thousand, one hundred and fourteen Brazilian reals and forty cents).

The objective of the funding granted hereby is to defray, in part, expenses incurred in the preparation and execution of the project described in the attached document which incorporates this agreement, hereinafter called simply PROJECT (No. 1036/13), under Decisions DEC/DIR/001/2014 dated 01/28/2014 and DEC/DIR/123/2014 dated 05/27/2014, both BY FINEP’s Executive Board, according to the Disbursement Schedule approved by FINEP in the Work Plan.

1.Respected financial and budget planning of FINEP, the funding granted hereby shall be made available to the FINANCED PARTY in installments according to the needs of the financed project according to the work plan and upon fulfillment of the conditions set forth in Clause Eleven.

2.During the period of use of resources, the FINANCED PARTY agrees to maintain bank checking account, indicated to FINEP, for moving resources of this financing.    /

3.The date of signing of this instrument will be considered as basis for the computation of the periods listed in the Disbursement Schedule.    

4.Values of installment available for withdraw will be automatically canceled, if not fully utilized within 36 (thirty six) months from the date of execution hereof.

4.1. At the request of FINANCED PARTY, FINEP, at its sole discretion, may extend the time limits for use of portions of funding, as long as the FINANCED PARTY submits a written explanation, accepted by FINEP.

1.The FINANCED PARTY hereby undertakes irrevocably and irreversibly, to participate in the costs of establishing and implementing the PROJECT described in Clause Two, with its own resources in the minimum amount of R$ 35,346,477.60 (thirty-six million, three hundred and forty-six thousand, four hundred and seventy-seven Brazilian reais and sixty cents).    /

2.The FINANCED PARTY is also committed to contribute their own resources for the execution of the project, in the amounts and time periods, as defined in the Work Plan approved by FINEP, as well as, in its entirety, the necessary resources to cover any shortcomings/or/ increases to the total value of the project.

1.For the purposes of this Agreement, we define the following

2. On the principal of the debt will fall, pro rata tempore, compound interest of TJLP plus 5% (five percent) per annum by way of SPREAD, reduced by the EQUALIZATION equivalent to 4.5% (four point five percent) per annum.

As operational support for the term of capitalization, the currency adopted will be URTJ-01, whose daily quotations will be obtained by applying the FC factor on the price of the previous day, making n=l.

3. Under no circumstances negative charges will be accepted.

5. Should there be a default of any financial obligation or if the amount offered is insufficient to settle at least the provision of debt, will be recorded as a debit, the values of defaulting payments, plus the charges specified in the following items. Payments by FINANCED PARTY will be accepted as partial payment of the debt. This procedure cannot be relied on as sufficient to stop or overturn the late fee or the immediate enforceability of any obligations, will not result in novation of the debt or take away the loss of the benefit of equalization where provided for in this Agreement.

5.1. On the value of defaulting bonds will be applied immediately, a fine of up to 10% (ten percent), scaled according to the period of default, as specified below:

5.2.    The default FINANCED PARTY also be subject to the payment of default interest of 1% (one percent) per month, incidents on the outstanding balance due, plus the penalty referred to in sub-item 5.1, above will be calculated pro rata tempore.

5.3.    Installments in debt will continue to be applied the charges of this Agreement.

5.4.     Assuming that the immediate charge of all debt occurs, the provision of the previous sub-items of this Clause will be applied to the balance due.

6. The amount corresponding to 1.12% (one point twelve percent) of the amount of funding will be used to meet costs of inspection and supervision. This percentage will be applied on the value of each installment of finance and less upon their actual release.

7. In the event of being replaced the legal criteria for the remuneration of resources, compensation provided for in this Agreement may turn out to be effected by the use of the new criteria for the remuneration of said appeals which, besides preserving the real value of the transaction, to remunerate in the same previous levels. In this case, the new criteria will only be due from the date the FINEP reports the change, in writing, to the FINANCED PARTY.

8. The occurrence of financial default, pursuant to paragraph "e", item 1, of this Clause, generates the complete loss of the benefit of equalization, in terms of Clause Six.

1. The loss of the benefit of equalization shall take effect from the date of occurrence of default to the termination of the contract, under the following conditions:

a)In the case of financial default, the purge of the benefit will reach the unpaid and outstanding installments, so that the outstanding balance will be recalculated from the occurrence of the breach;

b)In the cases provided in paragraphs "a", "h", and T Item 1 of Clause Fourteen, except as provided in paragraphs 2 and 7 of the same, the purge of the benefit will reach the benefits paid and outstanding, so that the outstanding balance will be recalculated at the time of conclusion of the contract.

1. A charge of 0.1% (one tenth percent) will fall, in title of credit reserve, payable over a period of thirty (30) days or fraction in the following cases:

a)On the unused balance of each tranche of credit from its immediate availability date to the date of disbursement, will be required when its payment; and    

b)The balance of the unused credit from the day immediately following its availability to the date of cancellation, made at the request of FINANCED PARTY or upon the initiative of FINEP and which payment will be due on the date of the application or the decision of FINEP, as appropriate.

1. The FINANCED PARTY should return to FINEP, within ninety (90) days from receipt of the notification, the amount disbursed and not used until the deadline in item 4 of Clause Three, updated by the Selic rate from the date of release of the corresponding portion(s). From the compensation determined, compensatory interest shall be deducted established in Clause Five incidents on 2 - The value corresponding to the main features returned, excluding charges, will be repaid by the outstanding balance of the financing.

The outstanding balance will be measured as the sum of the value of the releases plus charges stipulated in Clause Five deducted amortizations paid.

1.During the grace period of 36 (thirty six) months, covering the period from the date of signature of the Agreement and the expiration of the first amortization installment will be charged the cost of dealing with Clause Five.    

2.The debt principal arising from this Agreement shall be paid to FINEP in 73 (seventy-three) consecutive monthly installments, each in the principal amount of maturing debt, divided by the number of repayment installments not yet due. The maturity of the first installment will take place on 07/15/2017 and the others on the same day of the subsequent months, the last occurring in 07/15/2023 and the others on the same day of the subsequent months, the last occurring in 07/15/2023.     

3.Non-receipt of the notice of assessment shall not relieve the FINANCED PARTY of the obligation to pay the installments of the balance due on the dates set forth herein.

4.Where the repayment of principal and interest will occur on Saturdays, Sundays or national holidays, including bank, it will shift to the next business day.

1.For the disbursement of the first installment, the FINANCED PARTY shall, within sixty (60) days of the date of execution hereof:

1.1. The non-compliance by the FINANCED PARTY of the conditions listed above within the stipulated period will result, at the discretion of FINEP, the extinction of right to this contract without prior notification, judicial or extrajudicial, of the FINANCED PARTY and the consequent filing of the PROJECT.

2.For disbursement of subsequent installments after the first, the FINANCED PARTY must submit to FINEP the following documents:

3.Within 180 (one hundred eighty) days from the closing date for using resources, the FINANCED PARTY shall submit to FINEP:

4.The statements of expenditure shown under item 2 and 3 of this CLAUSE shall contain breakdown of expenditures in PROJECT, by identifying the triggering event of the expense, its value and the number of the respective invoice or similar document.

5.FINEP will only release the installments if it understands that the documents referred to in items 1 and 2 above are satisfactory.

6.The unsatisfactory delivery, at the discretion of FINEP, of the documents required under paragraphs 'a', ‘b’ 'c' and 'd' of Item 2 and paragraphs of Item 3 of this Clause shall entail warning of the FINANCED PARTY by letter granting thirty (30) days to comply with the obligations.

7.Supporting documents mentioned in point 'a' and Y Item 2, and the points 'a' and 'c' in item 3 of this CLAUSE shall be prepared based on the models available on the FINEP website.

1. The FINANCED PARTY, from the date of this Contract and until its final settlement, assumes the following obligations, without prejudice to the provisions in the course of this contractual instrument:

1.1. Failure to comply with the obligations laid down in points 'a 'and ‘b’ of item 1 above may configure default of this contract, entailing the loss of the benefit of equalization as provided in CLAUSE SIX - LOSS OF EQUALIZATION BENEFIT.

1.To ensure payment of financial obligations and the obligations under the Early Maturity Debt, under this Agreement, as the debt principal, interest, commissions, contractual penalty and fine, the FINANCED PARTY gives to FINEP surety granted by a financial institution approved in advance by FINEP, which undertakes this in the best form of law, as GUARANTOR and main payer of the FINANCED PARTY and severally, waiving the benefits of Articles 827 and sole paragraph of art. 333 of the Civil Code (Law 10.406 dated January 10, 2002), requiring that for themselves and their eventual successors to the final settlement of the debt secured.

1.1. To meet the requirements in item 1 above, the FINANCED PARTY will deliver a bank guarantee valid for at least one (1) year from its issue, in the amount of each installment, plus charges. The surety bond must be replaced sixty (60) days before the expiration in the minimum value of the outstanding balance indicated by FINEP plus the costs of this financing.

1.2. Along with this instrument, the above mentioned bank surety letters above will form an indivisible whole.

2.The FINANCED PARTY may, upon prior payment of the appreciation rate, submit to analysis by FINEP proposed of replacement or release of guarantees agreed in the contract.

2.1. The prepayment of the appreciation rate does not require FINEP to substitute, waive or release the guarantee negotiated in this contract.

2.2. The substitution, release, waiver or reinforcement of guarantees agreed upon in this contract does not imply novation or unburdening of responsibility of obligors, guarantors or co-signers.

3.FINEP may require reinforcement or replacement warranty in any occurrence that results in decreased, failure or impossibility of the security lodged, in which case the FINANCED PARTY should reinforce or replace warranty within thirty (30) days from the notice that FINEP gives by telegram, certified letter by mail or through the Registry of Deeds and Documents, or even in court.

1.FINEP may declare this Agreement expired in advance at any time, independent of judicial or extrajudicial notification, with the payment of the debt and immediate suspension of any disbursement, if it is proven by FINEP:

i)    restrictions on the ability to grow of the FINANCED PARTY or to its technological development;

ii) restrictions on access of the FINANCED PARTY to new markets;

or

iii) restrictions or loss of ability to pay financial obligations under this financing.

6. Where the incidence of item "a" of item 1 above, plus the early termination of contract and loss of the benefit of equalization, the FINANCED PARTY shall be subject, starting on the day following the prescribed means of judicial or extrajudicial notification, the penalty of 50% (fifty per cent) of the delivered value and not recognized as valid expense by FINEP, plus interest payable as contractually adjusted to the date of actual payment of the debt.

7. Where the incidence of item "i" in item 1 above, FINEP not apply to loss of the benefit of equalization and penalties arising, where the PARTY Financed not competed or helped in any capacity, for the emergence or increase the project's natural risk.

The FINANCED PARTY must recognize, as proof of its debt, the withdraws, requisitions, invoices and payment orders or similar documents, issuing or signing, as well as any accounting entry made by FINEP relating thereto, and FINEP, as evidence of its credit, receipts and notices that it signs or issues, relating to receipts for credit of the FINANCED PARTY, thus

expressly guaranteeing, at any time, certainty and liquidity of the debt, including interest and other charges, which, with the main, comprise debt, except the Financed PARTY entitled to require later verification of these tests and get back the credit eventually discharged.

1.FINEP reserves the right to accept or refuse payments in anticipation of debt, and that acceptance is conditioned upon timely payment of the FINANCED PARTY, with all its contractual obligations and payment of the charges prescribed by FINEP.

2.The early settlement of debt does not relieve the FINANCED PARTY fulfillment of obligations to do or not do assumed by FINANCED PARTY in this contract.

2.1. The Financed PARTY may be relieved of the obligations referred to in item 2 above if FINANCED PARTY pays to FINEP additional fees and compensation charges, corresponding to the difference between charges provided for in this Agreement and the market rate during the period of the contract.

2.2. For purposes of this contract shall be considered market rate: modal daily fee charged in the Interbank Deposit transactions disclosed by the Registrar and Financial Settlement System (Cetip).

1.In case of business succession, any successors of the FINANCED PARTY will be jointly liable for the obligations arising from the Contract.

1.1. The provisions of this Special Condition do not apply if there is prior consent from FINEP for the removal of solidarity in the partial demerger.

If FINEP, for receiving its credit, recourses to legal action, the FINANCED PARTY shall pay, in respect of contractual penalty, 10% (ten percent) of the principal and interest on the outstanding balance of the debt, and extrajudicial expenses, court and attorney's fees, payable from the date on which the remedy for recovery. This penalty will be irreducible and payable together with the principal and accessories.

The delay or abstention, by FINEP, to the exercise of any rights or powers which assist it as a result of the law or this Agreement, or any agreement with delays in fulfilling the obligations of the Financed PARTY, not require any novation, may not be interpreted as a waiver of such rights or powers that may be exercised at any time at the sole discretion of FINEP.

The FINANCED PARTY shall pay all amounts under this Agreement or amortization or accessories, at FINEP's offices in Rio de Janeiro City, or in a place where its directs through this notice to pay, in cash or certified checks in favor of FINEP.

Under penalty of incidence of contractual and legal penalties, civil and criminal, the FINANCED PARTY declares that:

The parties elect the court of the City of Rio de Janeiro to solve any controversy of this Agreement, granting to FINEP the right to choose the court of its headquarters.

Support the innovation strategy of Tecumseh for the next three years, covering development of new products and processes. In the category of new products, the development of new compressors and refrigeration solutions with lower power consumption, less use of materials and lower noise emission will be supported. Energy consumption is expected to decrease with the variation of the motor speed of the compressor and reducing material usage and energy consumption should occur with the use of a new skeleton design and compression mechanism.

In terms of process innovations, improvements will be made in compressors manufacturing process to reduce production costs - a solution will be sought for the continuous measurement of the temperature in the casting process, improving its control, reducing losses, and a concept will be applied of reliability testing using statistical tools to improve the productivity of the product certification process. A methodology will also be developed to assess environmental impacts throughout the life cycle of products and solutions such as optimization of loading into trucks and use of company stock will be researched.

July 7, 2014