EXHIBIT 4(b)(ii)
MODINE MANUFACTURING COMPANY
AND
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Rights Agent
Amendment Number 2
to
Rights Agreement
Dated as of October 15, 1986
RIGHTS AGREEMENT
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Amendment Number 2
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This Amendment, when executed, shall constitute a valid
and binding amendment to that certain Rights Agreement dated
as of October 15, 1986 by and between Modine Manufacturing
Company, a Wisconsin corporation (the "Company"), and First
Chicago Trust Company of New York (the "Rights Agent").
Recitals
A. The Rights Agreement provides that the Company and
the Rights Agent may supplement or amend the Rights
Agreement for the purpose of, among other things, extending
the Final Expiration Date of the Rights.
B The Company and the Rights Agent desire to amend the
Rights Agreement in accordance with the terms of this
Amendment.
Agreement
1. In consideration of the Recitals and other good and
valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Company and the Rights Agent
agree, pursuant to the provision set forth in Section 26 of
the Rights Agreement, to amend the Rights Agreement as
follows:
2. Section 7(a)(i)of the Rights Agreement is amended
by substituting the following:
(i) the close of business on October 27, 2006
(the "Final Expiration Date"), . . . ,
3. This Amendment shall be effective as of January 18,
1995.
4. The Company and the Rights Agent agree that all
other terms, provisions, covenants, or restrictions of the
Rights Agreement, to the extent not inconsistent with this
Amendment, shall remain unchanged and in full force and
effect.
5. Capitalized terms which are not defined in this
Amendment have the meanings given such terms in the Rights
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, as of the
effective date hereof.
(SEAL)
MODINE MANUFACTURING COMPANY
Attest:
By W. E. XXXXXXX By X. X. XXXXXX
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Title: Secretary Title: President and
Chief Executive
Officer
(SEAL)
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
Attest:
By s/X. Xxxxxx By s/X. Xxxxx
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Title: Vice President Title: Vice President
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