Exhibit 99.1
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TRANSPRO, INC.
000 Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
December 15, 2004
Modine Manufacturing Company
0000 XxXxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
Ladies and Gentlemen:
This letter modifies the letter dated October 28, 2004 (the "Letter")
concerning certain proposed transactions between Transpro, Inc. and Modine
Manufacturing Company.
1. Paragraph 3 of the Letter is hereby deleted and replaced in its entirety
with the following:
Closing. It is anticipated that definitive agreements concerning the
Transaction would be executed as soon as practicable following the
execution of this letter and that the closing of the Transaction (the
"Closing") would occur as soon as practicable thereafter, following the
satisfaction or waiver of all conditions to Closing set forth in the
definitive agreements providing for the Transaction (the "Definitive
Agreements").
2. The reference to "December 15, 2004" in Paragraph 9(a) of the Letter is
hereby deleted and replaced with a reference to "January 17, 2005."
3. In all other respects, the Letter remains unchanged.
If these changes are acceptable to you, please sign this letter in the
space provided below.
Very truly yours,
TRANSPRO, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: President and CEO
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Agreed:
MODINE MANUFACTURING COMPANY
By: /s/Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: V.P. Finance, CFO
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