TRANSPRO, INC.
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▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
March 1, 2005
Modine Manufacturing Company
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Ladies & Gentlemen:
This letter amends the OEM Acquisition Agreement, dated as of January
31, 2005 (the "Agreement"), between Transpro, Inc. and Modine Manufacturing
Company. Capitalized terms used but not defined herein have the meanings given
to them in the Agreement.
1. Termination. Article IX of the Agreement is hereby deleted and
replaced in its entirety with the following:
"IX. [RESERVED]"
2. Employee Matters. (a) Section 10.6(a) of the Agreement is hereby
deleted and replaced in its entirety with the following:
"10.6 Employee Matters. (a) Immediately prior to the Closing
Date, Transpro will take such action as is necessary to terminate
employment of the individuals listed on Exhibit 3.15-2 to Section 3.15
of the Disclosure Schedule and identified thereon as "Non-G&O
Manufacturing - Transferring to G&O Manufacturing" and to cause the
Company to offer employment to such individuals on substantially the
same terms as applied to them as employees of Transpro immediately
prior to their termination. Simultaneously with the Closing, Transpro,
Modine and the Company will enter into the OEM Employee Lease Agreement
attached as Exhibit 10.6."
(b) Exhibit 3.15-2 to Section 3.15 of the Disclosure Schedule is
hereby deleted and replaced in its entirety with Annex 1.
(c) The Agreement is hereby amended by attaching as Exhibit 10.6
thereto the OEM Employee Lease Agreement attached to this letter agreement as
Annex 2. Such agreement will be deemed to be an "Ancillary Agreement" for
purposes of the Agreement and the Merger Agreement.
3. Certain Deliveries. (a) Section 2.1 of the Agreement is hereby
deleted and replaced in its entirety with the following:
"2.1 Purchase and Sale. At the Closing, and upon all of the
terms and subject to all of the conditions of this Agreement, Transpro
will sell, assign and convey to Modine, and Modine will purchase and
accept from Transpro, all of the Common Stock, free and clear of all
Liens (other than restrictions under applicable federal and state
securities laws). Transpro will deliver to Modine the stock certificate
representing all of the Common Stock by overnight delivery as promptly
as practicable following the Closing. The transactions described in the
first sentence of this Section 2.1 will be deemed effective as of the
Effective Time of Closing."
(b) Section 6.6(a) of the Agreement is hereby deleted and replaced in
its entirety with the following:
"(a) a stock power and assignment separate from certificate
relating to the Common Stock;"
4. Miscellaneous. The amendments to the Agreement contemplated hereby
will be effective as of the Closing. Except as specifically amended hereby, the
terms and provisions of the Agreement will remain in full force and effect as of
the date it was executed.
Please indicate your agreement to the foregoing by signing in the space
provided below.
TRANSPRO, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President, Treasurer,
Secretary and Chief Financial Officer
Agreed:
MODINE MANUFACTURING COMPANY
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President Finance and Chief Financial Officer
