UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 20, 2012
 
Modine Manufacturing Company
Exact name of registrant as specified in its charter

Wisconsin
 
1-1373
 
39-0482000
State or other jurisdiction of incorporation
 
Commission File Number
 
I.R.S. Employer Identification Number
 
1500 DeKoven Avenue, Racine, Wisconsin
 
53403
Address of principal executive offices
 
Zip Code
 
Registrant’s telephone number, including area code:
 
(262) 636-1200

Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o
Written communications pursuant to Rule 425 under the Securities Act
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 
 

TABLE OF CONTENTS

Item 1.01
Entry into a Material Definitive Agreement

Item 9.01
Financial Statements and Exhibits

Signature

INFORMATION TO BE INCLUDED IN THE REPORT


Item 1.01
Entry into a Material Definitive Agreement

On April 20, 2012, Modine Manufacturing Company (the "Company" or "Modine") entered into the following agreements:

 
·
Second Amendment to Amended and Restated Credit Agreement (the “Second Credit Amendment”) dated as of April 20, 2012, with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, LC Issuer, Swing Line Lender and as a Lender, and U.S. Bank, N.A. and Wells Fargo Bank, N.A. as Syndication Agents and as Lenders, BMO Harris Bank N.A., formerly known as M&I Marshall & Ilsley Bank, as Documentation Agent and as Lender and Associated Bank, N.A. and Comerica Bank (collectively, the “Lenders”).  The Credit Amendment amends Modine’s existing four-year, $145 million multi-currency revolving credit facility dated as of August 12, 2010 (the “Original Credit Agreement”); and

 
·
Second Amendment to Note Purchase and Private Shelf Agreement (the “Second Note Purchase Amendment”) dated as of April 20, 2012, with Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (collectively the “Noteholders”) pursuant to which the Company and the Note Holders amended their Note Purchase and Private Shelf Agreement dated August 12, 2010 (the “Original Note Purchase Agreement”).

Second Credit Amendment
 
The following is a summary of the primary provisions of the Second Credit Amendment (with the use of additional defined terms relating specifically to those in the Second Credit Amendment):
 
 
·
A provision that was present in the Original Credit Agreement and inadvertently removed during the process of a recent amendment was restored.  The provision adds to permitted Indebtedness an aggregate additional basket of $15 million.

Except for the Modine subsidiaries that guarantee Modine’s obligations under the Original Credit Agreement, there are no material relationships between Modine and any of the other parties to the Original Credit Agreement.

Second Note Purchase Amendment

The following is a summary of the primary provisions of the Second Note Purchase Amendment (with the use of additional defined terms relating specifically to those in the Second Note Purchase Amendment):

 
·
A provision that was present in the Original Note Purchase Agreement and inadvertently removed during the process of a recent amendment was restored.  The provision adds to permitted Debt an aggregate additional basket of $15 million.

 
 
 

Except for the Modine subsidiaries that guarantee Modine’s obligations under the Original Note Purchase Agreement, there are no material relationships between Modine and any of the other parties to the Original Note Purchase Agreement.

The foregoing descriptions of the Second Credit Amendment and the Second Note Purchase Amendment do not purport to be complete and are qualified in their entirety by reference to the respective amendments, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.
Description

4.1
Second Amendment to Amended and Restated Credit Agreement

4.2
Second Amendment to Note Purchase and Private Shelf Agreement
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


 
Modine Manufacturing Company
   
   
 
By: /s/ Thomas A. Burke
 
Thomas A. Burke
 
President and Chief Executive Officer
   
   
 
By: /s/ Margaret C. Kelsey
 
Margaret C. Kelsey
 
Vice President, Corporate Development and
General Counsel and Secretary

Date: April 23, 2012

 
 
 

EXHIBIT INDEX

Exhibit No. 
Description

Second Amendment to Amended and Restated Credit Agreement

Second Amendment to Note Purchase and Private Shelf Agreement
 
 
Exhibit 4.1
 
SECOND AMENDMENT TO AMENDED AND RESTATED   CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April __, 2012 (this "Amendment"), is among Modine Manufacturing Company, a Wisconsin corporation, any Foreign Subsidiary Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., a national banking association, as Swing Line Lender, as LC Issuer and as Agent.

RECITAL

The Borrower, the Lenders party thereto and the Agent are parties to an Amended and Restated Credit Agreement dated as of August 12, 2010 (as amended or modified from time to time, the "Credit Agreement").  The Borrower desires to amend the Credit Agreement and the Agent 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.
AMENDMENTS

The Credit Agreement shall be amended as follows:

1.1           Section 6.16 of the Credit Agreement is amended by adding the following new paragraph to the end thereof:

(h)           Indebtedness, in addition to other Indebtedness permitted pursuant to other subsections of this Section 6.16, in an aggregate amount at any time outstanding not to exceed $15,000,000, if no Default or Unmatured Default exists at the time of, or would be caused by, the incurrence of any such Indebtedness.

 
ARTICLE 2.
REPRESENTATIONS

The Borrower represents and warrants to the Agent and the Lenders that:

2.1           The execution, delivery and performance of this Amendment are within its powers, have been duly authorized by the Borrower and are not in contravention of any requirement of law.  This Amendment is the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms thereof, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

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 on and as of the date hereof with the same force and effect as if made on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date, and no Default or Unmatured Default exists or has occurred and is continuing on the date hereof.

 
1
 

2.3           A complete and correct copy of the amendment to the Senior Note Purchase Agreement is attached hereto as Schedule 2.3, and such amendment is being executed simultaneously herewith and will be effective on the date hereof.

ARTICLE 3.
CONDITIONS PRECEDENT

This Amendment shall be effective as of the date hereof when each of the following has been satisfied:

3.1           This Amendment shall be signed by the Borrower, the Agent and the Required Lenders.

3.2           The Lenders shall have received an amendment to the Senior Note Purchase Agreement, and such amendment shall be executed simultaneously herewith, shall be satisfactory to the Agent and shall automatically become effective simultaneously with this Amendment.

ARTICLE 4.
MISCELLANEOUS .

4.1           References in the Loan Documents 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.  This Agreement is a Loan Document.  Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

4.2           Except as expressly amended hereby, each of the Borrower and each Guarantor agrees 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.

4.3           This Agreement 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 facsimile or other electronic imaging shall be enforceable as originals.

 
2
 

IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed, delivered and effective as of the date first above written.

 
MODINE MANUFACTURING COMPANY
   
   
 
By:
/s/ Michael B. Lucareli
     
 
Title:
Vice President, Finance and Chief Financial Officer

 
3
 
 
 
JPMORGAN CHASE BANK, N.A. , as the Agent, as the Swing Line Lender, as the LC Issuer and as a Lender
   
   
 
By:
/JPMorgan Chase Bank, N.A./
     
 
Title:
 

 
4
 
 
 
U.S. BANK, N.A. , as a Syndication Agent and as a Lender
   
       
 
By:
/U.S. Bank, N.A./
     
 
Title:
 


 
5
 
 
 
WELLS FARGO BANK, N.A. , as a Syndication Agent and as a Lender
   
     
 
By:
/Wells Fargo Bank, N.A./
     
 
Title:
 
 
 
6
 
 
 
BMO HARRIS BANK N.A. , formerly known as M&I   Marshall & Ilsley Bank , as a Documentation Agent and as a Lender
   
 
By:
/BMO Harris Bank N.A./
     
 
Title:
 


 
7
 


 
 
ASSOCIATED BANK, N.A.
   
 
By:
/Associated Bank, N.A./
     
 
Title:
 
 
 
8
 
 
 
COMERICA BANK
     
 
By:
/Comerica Bank/
     
 
Title:
 


 
9
 

CONSENT AND AGREEMENT

As of the date and year first above written, each of the undersigned hereby fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated thereby, and acknowledges and agrees to all terms and provisions of the above Amendment applicable to it, including without limitation all covenants, representations and warranties, releases, indemnifications, and all other terms and provisions.


 
MODINE, INC.
     
     
 
By:
/s/William K. Langan
     
 
Its:
President
     
     
 
MODINE LLC
     
     
 
By:
/s/ William K. Langan
     
 
Its:
President
 
 
10
 

Schedule 2.3

See attached copy of the amendment to the Senior Note Purchase Agreement

 
1
 

SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

 
This Second Amendment dated as of April [__], 2012 (this “ Second Amendment ”) to the Note Purchase and Private Shelf Agreement dated as of August 12, 2010 (as amended by the First Amendment thereto dated March 15, 2012, the “ Note Agreement ”) is between Modine Manufacturing Company, a Wisconsin corporation (the “ Company ”), Prudential Investment Management, Inc. (“ Prudential ”) and each holder of the Notes (collectively, the “ Noteholders ”).
 
RECITALS:
 
A.           The Company, Prudential and the Noteholders are parties to the Note Agreement pursuant to which the Notes (as defined therein) are outstanding.
 
B.            The Company has requested that Prudential and the Noteholders agree to certain amendments to the Note Agreement as set forth below.
 
C.            Subject to the terms and conditions set forth herein, the Noteholders are willing to amend the Note Agreement in the respects, but only in the respects, set forth in this Second Amendment.
 
D.            Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Agreement, as amended hereby, unless herein defined or the context shall otherwise require.
 
E.            All requirements of law have been fully complied with and all other acts and things necessary to make this Second Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.
 
NOW, THEREFORE , in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:
 
SECTION 1.         AMENDMENTS.
 
Effective as of the Effective Date (as defined in Section 3 hereof), the Company and the Noteholders agree that the Note Agreement is amended as follows:
 
1.1           Section 10.2 of the Note Agreement is amended by amending and restating clause (h) thereof and adding a new clause (i) to the end thereof to read as follows:
 
“(h)        Debt of Foreign Subsidiaries, provided that (i) the aggregate outstanding amount of all Debt of all Foreign Subsidiaries (excluding any Debt permitted under any other subsection of this Section 10.2, Swap Contracts, and Banking Services Obligations (as such term is defined in the Credit Agreement as in effect on March 15, 2012)) shall   not at any time exceed $100,000,000, and (ii) no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Debt.

 
 
 

(i)           Debt, in addition to other Debt permitted pursuant to other subsections of this Section 10.2, in an aggregate amount at any time outstanding not to exceed $15,000,000, if no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Debt.”

SECTION 2.         REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
 
To induce Prudential and the Noteholders to execute and deliver this Second Amendment (which representations shall survive the execution and delivery of this Second Amendment), the Company and each Subsidiary Guarantor represents and warrants to the Noteholders that:
 
(a)          this Second Amendment has been duly authorized, executed and delivered by it and this Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
 
(b)          the Note Agreement, as amended by this Second Amendment, constitutes the legal, valid and binding obligations, contracts and agreements of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
 
(c)          the execution, delivery and performance by the Company of this Second Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A)(1) violate any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including without limitation the Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under, or require any consent or approval under, any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 3(c);
 
(d)          after giving effect to the amendments to the Note Agreement contained in this Second Amendment and to the amendment to the Credit Agreement described in Section 4(b) below , all the representations and warranties contained in Section 5 of the Note Agreement and in the other Transaction Documents are true and correct in all material respects with the same force and effect as if made by the Company and the Subsidiary Guarantors on and as of the date hereof;

 
- 2 -
 
 
(e)          after giving effect to the amendments to the Note Agreement contained in this Second Amendment and to the amendment to the Credit Agreement described in Section 3(b) below, no Default or Event of Default shall be in existence;
 
(f)           complete and correct copies of the amendment to the Credit Agreement referred to in Section 3(b) below, and all agreements and documents executed in connection therewith have been delivered to the Noteholders and are attached hereto as Exhibit A, and such amendments and other agreements and documents are being executed simultaneously herewith; and
 
(g)          neither the Company nor any of its Subsidiaries has paid or agreed to pay, and neither the Company nor any of its Subsidiaries will pay or agree to pay, any fees or other consideration for the amendments described in Section 3(b) below, other than out-of-pocket costs and expenses as set forth in or required pursuant to such amendments.
 
SECTION 3.           CONDITIONS TO EFFECTIVENESS .
 
This Second Amendment shall not become effective until, and shall become effective on the date (the “ Effective Date ”) when, each and every one of the following conditions shall have been satisfied:
 
(a)          Executed counterparts of this Second Amendment, duly executed by the Company, the Subsidiary Guarantors, Prudential and the Noteholders, shall have been delivered to Prudential and the Noteholders;
 
(b)          The Noteholders shall have received an amendment to the Credit Agreement and all agreements and documents executed in connection therewith, and such amendment and other agreements and documents shall be executed simultaneously herewith, shall be satisfactory to the Required Holders and shall become effective simultaneously with this Second Amendment;
 
(c)          The representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on the date of the effectiveness of this Second Amendment; and
 
(d)          All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to the Noteholders, and the Noteholders shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.
 
SECTION 4.         EXPENSES.
 
The Company hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by any Noteholder, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by any Noteholder in connection with this Second Amendment or the transactions contemplated hereby, in enforcing any rights under this Second Amendment, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Second Amendment or the transactions contemplated hereby.  The obligations of the Company under this Section 4 shall survive transfer by any Noteholder of any Note and payment of any Note.

 
- 3 -
 
 
SECTION 5.         REAFFIRMATION.
 
Each Subsidiary Guarantor hereby consents to the terms and conditions of this Second Amendment, including without limitation all covenants, representations and warranties, releases, indemnifications, and all other terms and provisions hereof, and the consummation of the transactions contemplated hereby, and acknowledges that its Guaranty under the Subsidiary Guaranty and its obligations under all other Transaction Documents to which it is a party remain in full force and effect and is hereby ratified and confirmed in all respects.
 
SECTION 6.         MISCELLANEOUS.
 
6.1           This Second Amendment shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Second Amendment, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.  The Company and the Subsidiary Guarantors acknowledge and agree that no holder is under any duty or obligation of any kind or nature whatsoever to grant the Company any additional amendments or waivers of any type, whether or not under similar circumstances, and no course of dealing or course of performance shall be deemed to have occurred as a result of the amendments herein.
 
6.2           Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Second Amendment may refer to the Note Agreement without making specific reference to this Second Amendment but nevertheless all such references shall include this Second Amendment unless the context otherwise requires.
 
6.3           The descriptive headings of the various Sections or parts of this Second Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.
 
6.4           This Second Amendment shall be governed by and construed in accordance with New York law.
 
6.5           The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Second Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.
 
* * * * *

 
- 4 -
 

 
MODINE MANUFACTURING COMPANY
 
       
       
 
By:
   
 
Name:
   
 
Title:
   
     
 
MODINE, INC.
 
     
     
 
By:
   
 
Name:
   
 
Title:
   
       
       
 
MODINE LLC
 
 
By: Modine, Inc., its sole member
 
     
     
 
By:
   
 
Name:
   
 
Title:
   
 
 
[Signature Page - Second Amendment to Note Purchase and Private Shelf Agreement]
 
 
 
 
ACCEPTED AND AGREED TO:  
   
PRUDENTIAL INVESTMENT MANAGEMENT, INC.  
     
     
     
By:
 
 
 
Vice President
 
     
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA  
      
     
     
By:
 
 
Title:   Vice President  
     
     
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
      
     
     
By:   Prudential Investment Management, Inc.,  
  as investment manager  
     
     
By:
 
 
Title:  Vice President  
 
 
[Signature Page - Second Amendment to Note Purchase and Private Shelf Agreement]
 
 
 

EXHIBIT A

AMENDMENT TO CREDIT AGREEMENT


(see attached)
 
 
Exhibit 4.2
 
Execution Copy
 
SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

 
This Second Amendment dated as of April 20, 2012 (this “ Second Amendment ”) to the Note Purchase and Private Shelf Agreement dated as of August 12, 2010 (as amended by the First Amendment thereto dated March 15, 2012, the “ Note Agreement ”) is between Modine Manufacturing Company, a Wisconsin corporation (the “ Company ”), Prudential Investment Management, Inc. (“ Prudential ”) and each holder of the Notes (collectively, the “ Noteholders ”).
 
RECITALS:
 
A.   The Company, Prudential and the Noteholders are parties to the Note Agreement pursuant to which the Notes (as defined therein) are outstanding.
 
B.   The Company has requested that Prudential and the Noteholders agree to certain amendments to the Note Agreement as set forth below.
 
C.   Subject to the terms and conditions set forth herein, the Noteholders are willing to amend the Note Agreement in the respects, but only in the respects, set forth in this Second Amendment.
 
D.   Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Agreement, as amended hereby, unless herein defined or the context shall otherwise require.
 
E.   All requirements of law have been fully complied with and all other acts and things necessary to make this Second Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.
 
NOW, THEREFORE , in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:
 
SECTION 1.   AMENDMENTS.
 
Effective as of the Effective Date (as defined in Section 3 hereof), the Company and the Noteholders agree that the Note Agreement is amended as follows:
 
1.1   Section 10.2 of the Note Agreement is amended by amending and restating clause (h) thereof and adding a new clause (i) to the end thereof to read as follows:
 
“ (h)        Debt of Foreign Subsidiaries, provided that (i) the aggregate outstanding amount of all Debt of all Foreign Subsidiaries (excluding any Debt permitted under any other subsection of this Section 10.2, Swap Contracts, and Banking Services Obligations (as such term is defined in the Credit Agreement as in effect on March 15, 2012)) shall not at any time exceed $100,000,000, and (ii) no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Debt.

 
 
 
(i)           Debt, in addition to other Debt permitted pursuant to other subsections of this Section 10.2, in an aggregate amount at any time outstanding not to exceed $15,000,000, if no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Debt.”

SECTION 2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
 
To induce Prudential and the Noteholders to execute and deliver this Second Amendment (which representations shall survive the execution and delivery of this Second Amendment), the Company and each Subsidiary Guarantor represents and warrants to the Noteholders that:
 
(a)          this Second Amendment has been duly authorized, executed and delivered by it and this Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
 
(b)          the Note Agreement, as amended by this Second Amendment, constitutes the legal, valid and binding obligations, contracts and agreements of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
 
(c)          the execution, delivery and performance by the Company of this Second Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A)(1) violate any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including without limitation the Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under, or require any consent or approval under, any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 3(c);
 
(d)          after giving effect to the amendments to the Note Agreement contained in this Second Amendment and to the amendment to the Credit Agreement described in Section 4(b) below , all the representations and warranties contained in Section 5 of the Note Agreement and in the other Transaction Documents are true and correct in all material respects with the same force and effect as if made by the Company and the Subsidiary Guarantors on and as of the date hereof;

 
- 2 -
 
 
(e)           after giving effect to the amendments to the Note Agreement contained in this Second Amendment and to the amendment to the Credit Agreement described in Section 3(b) below, no Default or Event of Default shall be in existence;
 
(f)           complete and correct copies of the amendment to the Credit Agreement referred to in Section 3(b) below, and all agreements and documents executed in connection therewith have been delivered to the Noteholders and are attached hereto as Exhibit A, and such amendments and other agreements and documents are being executed simultaneously herewith; and
 
(g)          neither the Company nor any of its Subsidiaries has paid or agreed to pay, and neither the Company nor any of its Subsidiaries will pay or agree to pay, any fees or other consideration for the amendments described in Section 3(b) below, other than out-of-pocket costs and expenses as set forth in or required pursuant to such and amendments.
 
SECTION 3.   CONDITIONS TO EFFECTIVENESS .
 
This Second Amendment shall not become effective until, and shall become effective on the date (the “ Effective Date ”) when, each and every one of the following conditions shall have been satisfied:
 
(a)           Executed counterparts of this Second Amendment, duly executed by the Company, the Subsidiary Guarantors, Prudential and the Noteholders, shall have been delivered to Prudential and the Noteholders;
 
(b)          The Noteholders shall have received an amendment to the Credit Agreement and all agreements and documents executed in connection therewith, and such amendment and other agreements and documents shall be executed simultaneously herewith, shall be satisfactory to the Required Holders and shall become effective simultaneously with this Second Amendment;
 
(c)          The representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on the date of the effectiveness of this Second Amendment; and
 
(d)   All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to the Noteholders, and the Noteholders shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.
 
SECTION 4.   EXPENSES.
 
The Company hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by any Noteholder, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by any Noteholder in connection with this Second Amendment or the transactions contemplated hereby, in enforcing any rights under this Second Amendment, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Second Amendment or the transactions contemplated hereby.  The obligations of the Company under this Section 4 shall survive transfer by any Noteholder of any Note and payment of any Note.
 
 
- 3 -
 
SECTION 5.   REAFFIRMATION.
 
Each Subsidiary Guarantor hereby consents to the terms and conditions of this Second Amendment, including without limitation all covenants, representations and warranties, releases, indemnifications, and all other terms and provisions hereof, and the consummation of the transactions contemplated hereby, and acknowledges that its Guaranty under the Subsidiary Guaranty and its obligations under all other Transaction Documents to which it is a party remain in full force and effect and is hereby ratified and confirmed in all respects.
 
SECTION 6.   MISCELLANEOUS.
 
6.1   This Second Amendment shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Second Amendment, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.  The Company and the Subsidiary Guarantors acknowledge and agree that no holder is under any duty or obligation of any kind or nature whatsoever to grant the Company any additional amendments or waivers of any type, whether or not under similar circumstances, and no course of dealing or course of performance shall be deemed to have occurred as a result of the amendments herein.
 
6.2   Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Second Amendment may refer to the Note Agreement without making specific reference to this Second Amendment but nevertheless all such references shall include this Second Amendment unless the context otherwise requires.
 
6.3   The descriptive headings of the various Sections or parts of this Second Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.
 
6.4   This Second Amendment shall be governed by and construed in accordance with New York law.
 
6.5   The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Second Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.
 
* * * * *

 
- 4 -
 
 
 
MODINE MANUFACTURING COMPANY
   
   
 
By:
/s/ Michael B. Lucareli
 
Name:
Michael B. Lucareli
 
Title:
Vice President, Finance and Chief Financial Officer
     
     
 
MODINE, INC.
   
   
 
By:
/s/ William K. Langan
 
Name:
William K. Langan
 
Title:
President
     
     
 
MODINE LLC
 
By: Modine, Inc., its sole member
   
   
 
By:
/s/ William K. Langan
 
Name:
William K. Langan
 
Title:
President
 
 
[Signature Page - Second Amendment to Note Purchase and Private Shelf Agreement]
 
 
 
ACCEPTED AND AGREED TO:
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
   
   
   
By:
 
/Prudential Investment Management, Inc./
 
 
Vice President
   
   
THE PRUDENTIAL INSURANCE COMPANY
  OF AMERICA
 
 
By:
/The Prudential Insurance Company of America/
Title:
Vice President
   
   
PRUDENTIAL RETIREMENT INSURANCE
  AND ANNUITY COMPANY
 
 
By:
Prudential Investment Management, Inc.,
 
as investment manager
   
   
By:
/Prudential Retirement Insurance and Annuity Company/
Title:
Vice President
 
 
[Signature Page - Second Amendment to Note Purchase and Private Shelf Agreement]
 
 
 
EXHIBIT A

AMENDMENT TO CREDIT AGREEMENT


(see attached)

 
 
 
SECOND AMENDMENT TO AMENDED AND RESTATED   CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April __, 2012 (this "Amendment"), is among Modine Manufacturing Company, a Wisconsin corporation, any Foreign Subsidiary Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., a national banking association, as Swing Line Lender, as LC Issuer and as Agent.

RECITAL

The Borrower, the Lenders party thereto and the Agent are parties to an Amended and Restated Credit Agreement dated as of August 12, 2010 (as amended or modified from time to time, the "Credit Agreement").  The Borrower desires to amend the Credit Agreement and the Agent 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.
AMENDMENTS

The Credit Agreement shall be amended as follows:

1.1           Section 6.16 of the Credit Agreement is amended by adding the following new paragraph to the end thereof:

            (h)           Indebtedness, in addition to other Indebtedness permitted pursuant to other subsections of this Section 6.16, in an aggregate amount at any time outstanding not to exceed $15,000,000, if no Default or Unmatured Default exists at the time of, or would be caused by, the incurrence of any such Indebtedness.

 
ARTICLE 2.
REPRESENTATIONS

The Borrower represents and warrants to the Agent and the Lenders that:

2.1           The execution, delivery and performance of this Amendment are within its powers, have been duly authorized by the Borrower and are not in contravention of any requirement of law.  This Amendment is the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms thereof, except to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

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 on and as of the date hereof with the same force and effect as if made on and as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date, and no Default or Unmatured Default exists or has occurred and is continuing on the date hereof.

2.3           A complete and correct copy of the amendment to the Senior Note Purchase Agreement is attached hereto as Schedule 2.3, and such amendment is being executed simultaneously herewith and will be effective on the date hereof.

 
1
 
ARTICLE 3.
CONDITIONS PRECEDENT

This Amendment shall be effective as of the date hereof when each of the following has been satisfied:

3.1           This Amendment shall be signed by the Borrower, the Agent and the Required Lenders.

3.2           The Lenders shall have received an amendment to the Senior Note Purchase Agreement, and such amendment shall be executed simultaneously herewith, shall be satisfactory to the Agent and shall automatically become effective simultaneously with this Amendment.

ARTICLE 4.
MISCELLANEOUS .

4.1           References in the Loan Documents 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.  This Agreement is a Loan Document.  Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.

4.2           Except as expressly amended hereby, each of the Borrower and each Guarantor agrees 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.

4.3           This Agreement 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 facsimile or other electronic imaging shall be enforceable as originals.

 
2
 


IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed, delivered and effective as of the date first above written.

 
MODINE MANUFACTURING COMPANY
   
   
 
By:
 
     
 
Title:
 

 
3
 
 
   
 
JPMORGAN CHASE BANK, N.A. , as the Agent, as the Swing Line Lender, as the LC Issuer and as a Lender
   
   
 
By:
 
     
 
Title:
 

 
4
 
 
 
U.S. BANK, N.A. , as a Syndication Agent and as a Lender
   
     
 
By:
 
     
 
Title:
 

 
5
 
 
WELLS FARGO BANK, N.A. , as a Syndication Agent and as a Lender
   
     
 
By:
 
     
 
Title:
 

 
6
 
 
 
BMO HARRIS BANK N.A. , formerly known as M&I   Marshall & Ilsley Bank , as a Documentation Agent and as a Lender
   
   
 
By:
 
     
 
Title:
 

 
7
 
 
ASSOCIATED BANK, N.A.
   
     
 
By:
 
     
 
Title:
 


 
8
 
 
 
COMERICA BANK
   
 
By:
 
     
 
Title:
 


 
9
 

CONSENT AND AGREEMENT

As of the date and year first above written, each of the undersigned hereby fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated thereby, and acknowledges and agrees to all terms and provisions of the above Amendment applicable to it, including without limitation all covenants, representations and warranties, releases, indemnifications, and all other terms and provisions.


 
MODINE, INC.
     
     
 
By:
 
     
 
Its:
 
     
     
 
MODINE LLC
     
     
 
By:
 
     
 
Its:
 
 
 
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