0001140361-12-021211 Sample Contracts

SECOND AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Credit Agreement • April 24th, 2012 • Modine Manufacturing Co • Motor vehicle parts & accessories • New York

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”).

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 24th, 2012 • Modine Manufacturing Co • Motor vehicle parts & accessories • New York

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.

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