exv10w1



 





Exhibit 10.1









Modine Manufacturing Company




1500 DeKoven Avenue

Racine, Wisconsin 53403-2552




Tel. 262.636.1200

Fax 262.636.1424




December 11, 2007




To the Holders of the Senior Notes Referred to Below





	 	Re:	 	4.91% Senior Notes due September 29, 2015 (the “Senior Notes”) issued by Modine

Manufacturing Company pursuant to the Note Purchase Agreement dated as of September 29,

2005 (the “Note Purchase Agreement”)





Ladies and Gentlemen:




     Modine Manufacturing Company (the “Company”) has advised the holders of the Senior Notes (the
“Holders”) that in connection with its fiscal third quarter accounting review, the Company is
evaluating its goodwill, and other long-lived assets and U.S. net deferred tax assets for
impairment or realizability.



     In connection with the foregoing, the Company hereby requests that the Holders waive
compliance with the provisions of Section 10.1(b) of the Note Purchase Agreement during the period
from December 11, 2007 through March 15, 2008 (the “Waiver Period”). The Company understands and
agrees that such waiver will be effective only to the extent specifically described herein and will
not apply to any other covenant, restriction or requirement of the Note Purchase Agreement, and
such waiver will not continue beyond the Waiver Period without the written consent of the Required
Holders. All parties agree that in all other respects the Note Purchase Agreement and Senior
Notes are ratified and confirmed and remain in full force and effect.



     The Company further agrees that during the Waiver Period, the Company and its Subsidiaries
shall not incur additional Debt in excess of the current maximum availability under its existing
credit facilities and that any incurred Debt of the Company shall be and remain pari passu in right
of payment with its obligations under the Note Purchase Agreement and the Senior Notes (subject in
all events to the other limitations in the Note Purchase Agreement). Failure to comply with the
foregoing shall immediately terminate the effectiveness of this waiver.



     The Company represents and warrants that after giving effect to this waiver, there are no
Defaults or Events of Default under the Note Purchase Agreement.



     This waiver will be effective upon written consent of the Required Holders as provided in
Section 17 of the Note Purchase Agreement.



     The Company agrees that it will, pursuant to Section 15.1 of the Note Purchase Agreement,
promptly pay all expenses related to this waiver, including the reasonable fees and disbursements
of Chapman and Cutler LLP, as special counsel for the Holders.



     Capitalized terms used herein and not otherwise defined shall have the meanings set forth in
the Note Purchase Agreement.



	 	 	 	 	 
	 	Sincerely,





MODINE MANUFACTURING COMPANY

 	 
	 	By:  	     /s/ Margaret C. Kelsey
 	 
	 	 	Margaret C. Kelsey, Vice President - Finance, 	 
	 	 	Corporate Treasury & Business Development 	 
	 



[Consents of holders on next page]




 









 







Acknowledged and agreed as of December 11, 2007




	 	 	 	 	 	 	 
	AMERICAN FAMILY INSURANCE COMPANY	 	STANDARD INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:

	 	
 

Name:
	 	By:
	 	
 

Name:
	 

	 	Title:
	 	 	 	Title:
	 
	 	 	 	 	 	 
	MODERN WOODMEN OF AMERICA	 	STATE FARM LIFE AND ACCIDENT

ASSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:

	 	     /s/ Douglas A. Pannier 

Name: Douglas A. Pannier
	 	By:
	 	     /s/ Julie Pierce 

Name: Julie Pierce
	 

	 	Title: Supervisor — Private Placements
	 	 	 	Title: Senior Investment Officer
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	     /s/ Jeffrey T. Attwood 

Name: Jeffrey T. Attwood
	 

	 	 	 	 	 	Title: Investment Officer
	 
	 	 	 	 	 	 
	THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.	 	STATE FARM LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	By:

	 	Prudential Investment Management
(Japan), Inc., as Investment Manager
	 	By:
	 	     /s/ Julie Pierce 

Name: Julie Pierce
	 

	 	 	 	 	 	Title: Senior Investment Officer
	 
	 	 	 	 	 	 
	By:

	 	Prudential Investment Management, Inc.
as Sub-Adviser
	 	By:
	 	     /s/ Jeffrey T. Attwood 

Name: Jeffrey T. Attwood
	By:

	 	     /s/ William S. Engelking 

Name: William S. Engelking
	 	 	 	Title: Investment Officer
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY 

COMPANY	 	STATE OF WISCONSIN INVESTMENT BOARD
	 
	 	 	 	 	 	 
	By:

	 	Prudential Investment Management, Inc.
as investment manager
	 	By:
	 	     /s/ Christopher P. Prestigiacomo 

Name: Christopher P. Prestigiacomo
	By:

	 	     /s/ William S. Engelking 

	 	 	 	Title: Portfolio Manager
	 

	 	Name: William S. Engelking	 	 	 	 
	 

	 	Title:	 	 	 	 






 









 





	 	 	 	 	 	 	 
	MTL INSURANCE COMPANY	 	WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY
	 
	 	 	 	 	 	 
	By:

	 	Prudential Private Placement
Investors, L.P. (as Investment Advisor)
	 	By:
	 	     /s/
Robert T. Maher
 

Name: Robert T. Maher
	 

	 	 	 	 	 	Title: Vice President
	By:

	 	Prudential Private Placement
Investors, Inc. (as its General Partner)	 	 	 	 
	 

	 	 	 	By:
	 	     /s/
James J. Stolze
 

Name: James J. Stolze
	By:

	 	     /s/ William S. Engelking 

	 	 	 	Title: Assistant Vice President
	 

	 	Name: William S. Engelking	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	     /s/ William S. Engelking 

Name: William S. Engelking	 	 	 	 
	 

	 	Title: