ex10_1.htm


    
      

    

    
      Exhibit
10.1

      


      Modine
Manufacturing Company

      


      


      Share
Purchase Agreement

      


      


      By
and Between

      
 

      Modine
Manufacturing Company

       

       

      and

       

       

      KB
Synthetics

      


      


      Dated
as of December 4, 2009


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SHARE
PURCHASE AGREEMENT

       

      This
Share Purchase Agreement (this “Agreement”) is entered into as of December 4,
2009 (the “Effective Date”), by and between:

      


      (1)           Modine
Manufacturing Company, a company organized and existing under the laws of the
State of Wisconsin (“Seller”); and

      


      (2)           KB
Synthetics Company Limited, a company organized and existing under the laws of
Korea with its office located at 1169-7 Jung ri-dong, Seo-gu, Daegu, Korea
(“Purchaser”).

      


      Seller
and Purchaser shall collectively be referred to hereinafter as the “Parties” or
individually as a “Party”.

       

      RECITALS:

      


      


      WHEREAS,
the Seller owns 100% of the 840,909 issued and outstanding capital contribution
units (the “Sale Shares”) of Modine Korea LLC (the “Company”), a company
organized and existing under the laws of the Republic of Korea (“Korea”);
and

      


      WHEREAS,
the Seller wishes to sell to the Purchaser, and the Purchaser wishes to
purchase, the Sale Shares, subject to the terms and conditions of this
Agreement.

       

      AGREEMENT

       

      NOW
THEREFORE, the Parties hereto agree as follows:

      


      
        	
                1.

              	
                Definitions

              


      

      


      As used
in this Agreement, the following terms shall have the following meanings, unless
the context clearly requires otherwise:

      


      
        	
                 
      

              	
                1.1

              	
                The
      terms defined hereinabove shall have the meaning set forth
      therein.

              


      

      


      
        	
                 
      

              	
                1.2

              	
                “Business
      Day” means any day which is not a Saturday, Sunday, or bank holiday in
      Korea or the United States of
America.

              


      

      


      
        	
                 
      

              	
                1.3

              	
                “Closing”
      has the meaning set forth in Section
4.1.

              


      

      


      
        	
                 
      

              	
                1.4

              	
                “Closing
      Date” has the meaning set forth in Section
4.1.

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                 
      

              	
                1.5

              	
                “Damages”
      has the meaning set forth in Section
10.1.

              


      

      


      
        	
                 
      

              	
                1.6

              	
                “EPG
      Products” means the engine products listed in Schedule 1.6, or products
      similar to the products listed in Schedule
1.6.

              


      

      
      

      
        	
                 
      

              	
                1.7

              	
                “Government
      Authority” means any national, provincial or local (including city)
      government in Korea, any political subdivision thereof or any other
      governmental, judicial, public, regulatory, or statutory instrumentality,
      authority, body, agency, department, bureau or entity or any arbitrator
      with authority to bind a Party hereto at
law.

              


      

      


      
        	
                 
      

              	
                1.8

              	
                “GOHAR
      Type Products” means the products listed in Schedule 1.8, or products
      similar to the products listed in Schedule
1.8.

              


      

      


      
        	
                 
      

              	
                1.9

              	
                “Government
      Approval” means, with respect to any matter, (i) any and all permits,
      licenses, franchises, concessions, grants, consents, approvals, orders,
      registrations, authorizations, waivers, notices of no objection,
      clearances from, or filings or registrations with, a Governmental
      Authority, and (ii) the expiration of any and all waiting periods imposed
      by applicable Law, in each case in respect of such
  matter.

              


      

      


      
        	
                 
      

              	
                1.10

              	
                “Indemnified
      Party” and “Indemnifying Party” have the meanings set forth in Section
      10.1.

              


      

      


      
        	
                 
      

              	
                1.11

              	
                “Initial
      Purchase Price” means One Billion Four Hundred Million (1,400,000,000)
      Won.

              


      

      


      
        	
                 
      

              	
                1.12

              	
                “Intellectual
      Property” means all intellectual property rights, including patents,
      patent rights, trademarks, service marks, trade names, copyrights,
      applications for any of the foregoing, licenses, trade secrets, and
      know-how.

              


      

      


      
        	
                 
      

              	
                1.13

              	
                “Intercompany
      Loan” means the loan issued by the Seller to the Company and governed by
      the shareholder loan agreement between the Seller and the Company dated
      July 28, 2004, including all amendments
thereto.

              


      

      


      
        	
                 
      

              	
                1.14

              	
                “Intercompany
      Loan Agreement” means the shareholder loan agreement between the Seller
      and the Company dated July 28, 2004, including all amendments
      thereto.

              


      

      


      
        	
                 
      

              	
                1.15

              	
                “Knowledge”
      means the actual knowledge of the persons listed in Schedule
      1.15.

              


      

      


      
        	
                 
      

              	
                1.16

              	
                “Korea”
      means the Republic of Korea.

              


      

      


      
        	
                 
      

              	
                1.17

              	
                “Law”
      means the constitution, law, order, ordinance, regulation, public notice,
      guidance or other rule with legal
effect.

              


      

      


      
        	
                 
      

              	
                1.18

              	
                “Lien”
      means any mortgage, pledge, lien, security interest, conditional sale
      agreement, title retention agreement, encumbrance or other similar
      restrictions or limitations.

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                 
      

              	
                1.19

              	
                “Material
      Contract” means any contract, agreement, arrangement or instrument, other
      than a labor or employment contract or agreement, with a consideration of
      Ten Billion (10,000,000,000) Won or more or a contract term of one (1)
      year or more and to which the Company is a
  party.

              


      

      


      
        	
                 
      

              	
                1.20

              	
                “Net
      Purchase Price” means Fourteen Billion, Three Hundred Fifty Million, Eight
      Hundred Sixty One Thousand, Seven Hundred Twelve (14,350,861,712)
      Won.

              


      

      


      
        	
                 
      

              	
                1.21

              	
                “Party”
      and “Parties” have the meanings set forth in the
  Preamble.

              


      

      


      
        	
                 
      

              	
                1.22

              	
                “Purchase
      Price” has the meaning set forth in Section
3.1.

              


      

      


      
        	
                 
      

              	
                1.23

              	
                “Required
      Government Approvals” means each Government Approval required to be
      obtained in connection with the execution, delivery and performance of
      this Agreement.

              


      

      


      
        	
                 
      

              	
                1.24

              	
                “Tax”
      or “Taxes” means corporate tax, income tax, value added tax, capital gain
      tax, comprehensive land tax, property tax, acquisition tax, registration
      tax, license tax, customs, all other taxes, national health insurance,
      unemployment insurance, national pension, workers’ compensation insurance,
      and all other social security dues, imposed by the Government Authority,
      including any surtax, interest, fines, penalties or additions to tax that
      may become payable in respect of such
taxes.

              


      

      


      
        	
                 
      

              	
                1.25

              	
                “Third
      Party Claim” has the meaning set forth in Section
  10.6(a).

              


      

      


      
        	
                 
      

              	
                1.26

              	
                “Transaction”
      has the meaning set forth in Section
2.

              


      

      


      
        	
                 
      

              	
                1.27

              	
                “Won”
      means the Korean won, the lawful currency of
  Korea.

              


      

       

      
        	
                2.

              	
                Sale
      and Purchase of Sale Shares

              


      

      


      Subject
to the terms and conditions of this Agreement, at the Closing, the Purchaser
shall purchase the Sale Shares from the Seller, and the Seller shall sell the
Sale Shares to the Purchaser (the “Transaction”).

       

      
        	
                3.

              	
                Payment
      of Purchase Price

              


      

      


      
        
          	
                  3.1

                	
                  

                    Purchase
      Price. The
      purchase price for the Sale Shares shall be Fifteen Billion, Seven Hundred
      Fifty Million, Eight Hundred Sixty One Thousand, Seven Hundred Twelve
      (15,750,861,712) Won, which shall be the sum of the Initial Purchase Price
      and the Net Purchase Price (taken together, the “Purchase Price”). The
      Purchaser shall pay the Initial Purchase Price to the Seller before the
      close of business on the Effective Date, to an account to be designated by
      the Seller.  Except pursuant to Section 3.2 hereof, the Purchase
      Price shall not be adjusted for any
  reason.

                  

                


        

      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                3.2

              	
                PP&E and Inventory
      Adjustment.  Following a mutually agreeable verification
      process to be completed by the Purchaser no later than January 15, 2010
      solely for the purpose of confirming that any of the Company’s plant,
      property, equipment and inventory assets as listed in the Company’s
      records as of November 30, 2009 are missing or do not exist, the Purchase
      Price shall be reduced by an amount commensurate with the aggregate book
      value of such missing or non-existent assets in excess of One Hundred
      Million (100,000,000) Won. For the avoidance
      of doubt, the above adjustment will be triggered only in the event the
      aforementioned listed assets are proven by the mutually agreeable process
      to be missing or non-existent and Purchaser provides written evidence to
      that effect to Seller.  Notwithstanding any provision in this
      Section, the Purchase Price shall not be reduced if the aggregate amount
      of the book value of the missing or non-existent assets is less than One
      Hundred Million (100,000,000) Won.  Further, the maximum amount
      of reduction in the Purchase Price pursuant to this Section shall not in
      any event exceed One Billion (1,000,000,000)
  Won.

              


      

      


      
        	
                3.3

              	
                Forfeiture of Initial
      Purchase Price.  In the event the Parties fail to close
      the Transaction for any reason, other than a reason attributable solely to
      the Seller, the Purchaser shall forfeit any rights to the Initial Purchase
      Price, which shall remain the property of the Seller.  For the
      avoidance of doubt, any matter related to the human resources of the
      Company shall NOT be deemed a reason attributable to the
      Seller.

              


      

      


      
        	
                4.

              	
                Closing

              


      

      


      
        	
                4.1

              	
                Time and
      Place.  The purchase and sale of the Sale Shares
      contemplated by this Agreement shall be consummated at a closing (the
      “Closing”) to be held at 10:00 A.M. on December 23, 2009 or such other
      date and time as mutually agreed between the Parties (the “Closing
      Date”).  The Closing shall take place at the offices of Kim
      & Chang located at Northgate Building, 66 Juksun-Dong, Chongro-gu,
      Seoul, at 10:00 a.m. on the Closing
Date.

              


      

      


      
        	
                4.2

              	
                Actions at
      Closing.  At the Closing, the Parties hereto shall
      perform the following actions:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Purchaser shall pay the Net Purchase Price to the Seller without any
      withholding, deduction or adjustment of any nature, by means of wire
      transfer of immediately available funds in Won into a bank account
      designated in writing by the Seller;
and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Seller shall deliver to the Purchaser copies of (i) the unitholders
      meeting resolution (or written consent), (ii) the articles of
      incorporation of the Company, and (iii) the unitholder registry of the
      Company, all of which show the Purchaser as the sole unitholder of the
      Company holding the Sale Shares;
and

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                 
      

              	
                (c)

              	
                In
      the event the entire balance of the Intercompany Loan has not yet been
      repaid in full by the Company at or prior to Closing pursuant to Section
      7.8, (i) the Purchaser shall deliver to the Seller the payment guarantee
      issued by the Purchaser in a form and substance acceptable to the Seller
      in its sole discretion that any then outstanding principal and interest
      under the Intercompany Loan shall be paid in full no later than March 31,
      2010, and (ii) the Seller shall deliver to the Purchaser an amendment to
      the Intercompany Loan Agreement which shall provide for repayment of the
      Intercompany Loan in accordance with the terms and conditions described
      hereunder.

              


      

      


      
        	
                5.

              	
                Representations
      and Warranties of the Seller

              


      

      


      The
Seller hereby represents and warrants to the Purchaser, as of the Effective Date
and as of the Closing (unless otherwise specified), as follows:

      


      
        	
                5.1

              	
                Representations and
      Warranties with Respect to the Seller and the Sale
      Shares.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Share
      Ownership. The Seller is the legal and beneficial owner of the Sale
      Shares.  Upon consummation of the Closing contemplated herein,
      the Purchaser will acquire from the Seller title to the Sale Shares, free
      and clear of all Liens.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Authorization of
      Agreement; Enforceability.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Seller has all requisite corporate power and authority to execute, deliver
      and perform its obligations under this Agreement.  The
      execution, delivery and performance of this Agreement has been duly
      authorized by all necessary corporate action on the part of the
      Seller.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                This
      Agreement has been duly executed and delivered by the Seller and
      constitutes its valid and binding obligation, enforceable against it in
      accordance with its terms, except as such enforceability may be limited by
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      or other similar Laws relating to or affecting creditors' rights
      generally.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Government Approval;
      No Conflicts with Law, Articles of Incorporation and Government
      Approval.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Except
      for the Required Government Approvals set forth in Schedule
      5.1(c), no Government Approval is required to have been made or
      obtained by the Seller under the relevant Law in connection with the
      execution, delivery and performance of this
  Agreement.

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                 
      

              	
                (ii)

              	
                The
      execution, delivery and performance by the Seller of this Agreement will
      not: (x) violate any provision of the Seller’s Articles of Incorporation
      or other constitutional documents or (y) violate any Law or Government
      Approval applicable to the Seller.

              


      

       

      
        	
                5.2

              	
                Representations and
      Warranties with Respect to the
Company.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Organization of the
      Company.  The Company is duly organized and validly
      existing under the laws of Korea.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Capitalization.  As
      of the date of this Agreement, each unit of capital contribution of the
      Company has a par value of 5,000 Won per unit, and 840,909 units of
      capital contribution are issued and outstanding.  All of the
      Sale Shares have been duly authorized and validly issued and are fully
      paid and non-assessable. There are no outstanding options, warrants,
      subscription rights, calls or commitments, whether contingent or absolute,
      of any nature whatsoever relating to, or securities or rights convertible
      into, any class of unit of capital contribution of the Company, or
      contracts by which the Company is bound to issue additional units of
      capital contribution.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Material
      Contracts.  To the Seller’s Knowledge, as of the date of
      this Agreement, each Material Contract is in
      full force and effect, and there exists no default or event of default or
      event, occurrence, condition, or act which, with the giving of notice, the
      lapse of time, would become a default or event of default
      thereunder.  The Company has not violated any of the terms or
      conditions of any Material Contract in any material
      respect.  There is no Material Contract: (i) requiring the
      Company to obtain prior written consent to consummate the Transaction; or
      (ii) setting forth that a change of control of the Company constitutes an
      event of termination thereof.  The execution, delivery
      and performance by Seller of this Agreement and the consummation by Seller
      of the Transaction will not constitute (with due notice or lapse of time
      or both) a default under any Material Contract to which Seller is a party
      or by which Seller is bound.

              


      

      


      
        	
                6.

              	
                Representations
      and Warranties of the Purchaser

              


      

      


      The
Purchaser represents and warrants to the Seller, as of the Effective Date and as
of the Closing Date, as follows:


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                6.1

              	
                Organization of the
      Purchaser.  The Purchaser is duly organized and validly
      existing under the laws of Korea.

              


      

      


      
        	
                6.2

              	
                Authorization of Agreement;
      Enforceability.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Purchaser has all requisite corporate power and authority necessary to
      execute, deliver and perform its obligations under this
      Agreement.  The execution, delivery and performance of this
      Agreement has been duly authorized by all necessary corporate action on
      the part of the Purchaser.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                This
      Agreement has been duly executed and delivered by the Purchaser and
      constitutes its valid and binding obligation, enforceable against it in
      accordance with its terms, except as such enforceability may be limited by
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      or other similar Laws relating to or affecting creditors’ rights
      generally.

              


      

      


      
        	
                6.3

              	
                Government Approval;
      No Conflicts with Law, Articles of Incorporation and Government
      Approval.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Except
      for the Required Government Approvals with respect to the purchase of the
      Sale Shares set forth in Schedule
      6.3(a), no Government Approval is required to have been made or
      obtained by the Purchaser under the relevant Law in connection with the
      execution, delivery and performance of this
  Agreement.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      execution, delivery and performance of this Agreement by the Purchaser
      will not (i) violate any provision of the Purchaser’s articles of
      incorporation or other constitutional documents or (ii) violate any Law or
      Government Approval applicable to the
Purchaser.

              


      

      


      
        	
                6.4

              	
                Financial
      Capacity.   The Purchaser has and will have the
      financial capacity and means to pay the Purchase Price and to comply with
      any other obligations under this Agreement and will pay the Purchase Price
      and comply with such obligations in accordance with this
      Agreement.

              


      

       

      
        	
                7.

              	
                Covenants

              


      

      


      The
Seller and the Purchaser, as applicable, each covenant with the other as
follows:

      


      
        	
                7.1

              	
                Further
      Assurances.  Upon the terms and subject to the conditions
      contained herein, each of the Parties hereto shall in good faith, both
      before and after the Closing: (i) use all reasonable efforts to take, or
      cause to be taken, diligently all actions and do, or cause to be done, all
      things necessary, proper or advisable to consummate and make effective the
      Transaction, (ii) execute any documents and instruments which may be
      reasonably necessary or advisable to carry out the Transaction, and (iii)
      cooperate with each other in connection with the foregoing.  The
      Seller and the Purchaser shall cooperate with the other and shall use its
      best efforts before and after the Closing to (a) obtain the permits
      required to be obtained by it under any applicable Law in connection with
      the Transaction; (b) effect all necessary recordings, registrations and
      filings, including submissions of information requested by any Government
      Authority, and (c) fulfill all conditions to this Agreement applicable to
      such Party.  The Seller and the Purchaser will provide prompt
      notification to each other when any consent or permit contemplated
      hereunder is obtained and when any action, filing or notification is
      taken, made or given, as applicable, in connection
    therewith.

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                7.2

              	
                Notification of
      Certain Matters.  Prior to the Closing Date, each Party
      hereto shall promptly give notice to the other Party of (a) the occurrence
      of any event which occurrence has caused or is reasonably likely to cause,
      any representation or warranty of such Party contained in this Agreement
      to be untrue or inaccurate, and (b) any failure of such Party to comply
      with or satisfy any material covenant, condition or agreement to be
      complied with or satisfied by it under this
  Agreement.

              


      

      


      
        	
                7.3

              	
                Conduct of
      Business.  From the Effective Date until the Closing, the
      Seller shall cause the Company:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                to
      conduct its operations according to its ordinary and usual course of
      business and consistent with past
practice;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                not
      to carry out or effect any capital expenditure in each single case
      exceeding an amount of 125,000,000 Won without the prior written consent
      of the Purchaser;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                not
      to conclude contracts on the sale of or grant of any Lien over any asset
      that has a book value exceeding 125,000,000 Won, other than sales or
      transfers of inventory or accounts receivable in the ordinary course of
      business consistent with past practice, except for the incurrence of such
      loan(s) (including provision of collateral therefor) whose proceeds are
      used by the Company for the repayment of the Intercompany Loan pursuant to
      Section 7.8 hereof;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                not
      to issue, sell, grant or otherwise dispose of any units of capital
      contribution of the Company, any options related to any units of capital
      contribution with respect to the Company or modify or amend any right of
      any holder of outstanding units of capital contribution of the
      Company;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                not
      to assign, transfer or terminate any Material Contracts outside the
      ordinary course of business without the prior written consent of the
      Purchaser;

              


      


      
        
           


        

        
          - 8
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                 
      

              	
                (f)

              	
                not
      to conclude any contract which involves an annual expense exceeding an
      amount of 125,000,000 Won and which has a remaining term of more than 12
      months;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                not
      to conclude any contract which involves an annual expense exceeding an
      amount of 125,000,000 Won and which provides for legal consequences in the
      event of a change of control;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                not
      to abandon or allow to lapse any patents, trademarks or other Intellectual
      Property of the Company;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                not
      to amend its articles of incorporation or take any action with respect to
      any such amendment or any recapitalization, reorganization, liquidation or
      dissolution of the Company; and

              


      

      


      
        	
                 
      

              	
                (j)

              	
                not
      to declare, set aside, make or pay any dividend or other distribution,
      payable in cash or property, with respect to any units of capital
      contribution or other ownership interest in the
  Company.

              


      

      


      
        	
                7.4

              	
                Non-Competition.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Seller covenants and agrees that neither it nor any of its affiliates
      shall directly or indirectly:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                for
      a period of one (1) year from the Closing Date, solicit for hire any
      officer or employee of the Company, except that this provision shall not
      apply to the employees listed in Schedule 7.4
      and “solicit for hire” shall not include referrals made by a placement
      agency or responses to any advertising appearing on the Internet or in a
      newspaper, magazine or trade publication placed in the ordinary course of
      business; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                for
      a period of four (4) years from the Closing Date, own, manage, engage in
      or operate a business that designs, manufactures, markets, packages and
      distributes heating and air conditioning products in Korea for buses,
      trains and military vehicles and/or located in the passenger compartment
      of automobiles, trucks and off-highway
vehicles.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Purchaser covenants and agrees that neither it nor any of its affiliates
      (including the Company) shall directly or
  indirectly:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                for
      a period of one (1) year from the Closing Date, solicit for hire any
      officer or employee of the Seller; provided, however, that “solicit for
      hire” shall not include referrals made by a placement agency or responses
      to any advertising appearing on the Internet or in a newspaper, magazine
      or trade publication placed in the ordinary course of business;
      or

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                 
      

              	
                (ii)

              	
                for
      a period of four (4) years from the Closing Date, except as otherwise
      agreed by the Parties, manage, engage in or operate a business that sells
      GOHAR Type Products anywhere in the world;
or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                for
      a period of four (4) years from the Closing Date, except as otherwise
      agreed by the Parties, manage, engage in or operate a business that sells
      any EPG Product(s) anywhere in the
world.

              


      

      


      
        	
                7.5

              	
                Public
      Statements.  The Parties hereto will agree upon the
      timing and content of any press release to be issued or any public
      disclosure to be made relating to the execution, content, and termination
      of this Agreement, and each Party hereto shall not issue any press release
      or make any public disclosure without the consent of the other Parties;
      provided
      that nothing in this Section 7.5 shall prevent any Party from issuing any
      press release or making any public disclosure that is required or
      advisable under any applicable Law. If either the Seller or the
      Purchaser determines that it is required by applicable Law to make any
      such disclosure, it shall send notice to such effect, accompanied by the
      text of the proposed disclosure, to the other Party as far in advance as
      practicable, and shall use good faith efforts to reflect any reasonable
      comments made by the other Party relating to the proposed
      disclosure.

              


      

      


      
        	
                7.6

              	
                Confidentiality.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Purchaser
      acknowledges that it has entered into the Confidentiality Agreement dated
      February 12, 2009 (the “Confidentiality Agreement”) and confirms that all
      relevant confidential documents and information concerning the Company
      shall be subject to the obligations set forth therein prior to
      Closing.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                This
      section shall not prohibit disclosure or use of any information if and to
      the extent:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      disclosure or use is required by applicable Law, any regulatory body or
      any recognized stock exchange or may be advisable thereunder, provided
      that such disclosure or use is subject to Section
  7.6;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      disclosure is made to a Governmental Authority in connection with the Tax
      affairs of the disclosing party;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      information is or becomes publicly available (other than by breach of the
      Confidentiality Agreement or of this Agreement); provided, however, that
      prior to disclosure or use of any information pursuant to (i) or (ii), the
      Party concerned shall promptly notify and consult with the other Party of
      such requirement with a view to providing such other Party with the
      opportunity to (x) contest such disclosure or use or (y) otherwise to
      consult and agree on the timing and content of such disclosure or
      use.

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        
          	
                  7.7

                	
                  

                    Corporate Name.
         The
      Purchaser shall cause the Company to (a) immediately register a new
      corporate name and discontinue use of the name “Modine” in any external
      correspondence (including letters, emails, etc.), (b) within fifteen
      Business Days of the Closing, (i) remove the name “Modine” from all other
      business documents, (ii) remove all decals and logos containing the name
      “Modine” from all Company owned or leased vehicles and entry ways, (iii)
      provide suppliers of product packaging materials with the new company name
      to be used on all subsequently ordered packaging materials, (iv) remove
      the name “Modine” from all racks used for shipping products, (v)
      discontinue use of all decals and logos containing the name “Modine” on
      bus air conditioning units, and (vi) remove any logos containing the name
      “Modine” from all embossings on plastic or metal product components, and
      (c) no later than January 31, 2010, remove the name “Modine” and all logos
      containing the name “Modine” from all buildings leased or owned by the
      Company, including the plant, warehouse, guard house, apartments and
      dormitories.

                  

                


        

      

      


      
        
          
            	
                    7.8

                  	

                    

                      Intercompany
      Loan Repayment. Prior to the Closing Date, the Seller shall
      exert its commercially reasonable efforts to cause the Company to repay
      the balance of the Intercompany Loan and all accrued interest in full,
      notwithstanding Section 7.3 hereof.  However, in the event the
      entire balance of the Intercompany Loan has not yet been repaid in full by
      the Company at or prior to Closing for any reason,  the
      Purchaser shall ensure that the Company pays any remaining balance of the
      Intercompany Loan no later than March 31,
2010.

                    

                  


          

        

      

       

      
        	
                8.

              	
                Conditions
      Precedent to the Closing

              


      

      


      
        	
                8.1

              	
                Conditions to the Purchaser’s
      Obligations. The Purchaser will have no obligation to consummate
      the Transaction at the Closing unless each of the following conditions
      precedent is satisfied or waived in writing by the
    Purchaser:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Representations and
      Warranties; Covenants.  The representations and
      warranties set forth in Sections 5.1 and 5.2 hereof shall be true and
      correct in all material respects.  The Seller shall have
      performed in all material respects all obligations required under this
      Agreement to be performed by it prior to the
  Closing.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Compliance with Laws;
      No Adverse Action or Decision.  Since the Effective Date,
      (i) no Law shall have been promulgated or enacted that materially delays
      or makes illegal the performance of this Agreement; (ii) no order by any
      Government Authority that materially delays or makes illegal the
      performance of this Agreement shall be effective; and (iii) no Government
      Authority shall have instituted any Proceeding that seeks to materially
      delay or make illegal the performance of this
  Agreement.

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                 
      

              	
                (c)

              	
                Consents.  All
      Required Government Approvals required to be obtained by the Seller prior
      to the Closing shall have been obtained and shall not be subject to any
      material conditions.

              


      

      


      
        
          	
                	
                  (d)

                	
                  Resignation of
      Directors. All
      members of the Board of Directors of the Company have provided a letter of
      resignation as director effective upon the
  Closing.

                


        

      

      


      
        	
                8.2

              	
                Conditions to the Seller’s
      Obligations.  The Seller will not have any obligation to
      consummate the Transaction at the Closing unless each of the following
      conditions precedent is satisfied or waived in writing by the
      Seller:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Representations and
      Warranties; Covenants.  The representations and
      warranties of the Purchaser set forth in Section 6 hereof shall be true
      and correct in all material respects.  The Purchaser shall have
      performed in all material respects all obligations required under this
      Agreement to be performed by it prior to the
  Closing.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Compliance with Laws;
      No Adverse Action or Decision.  Since the Effective Date,
      (i) no Law shall have been promulgated or enacted that materially delays
      or makes illegal the performance of this Agreement; (ii) no order by any
      Government Authority that materially delays or makes illegal the
      performance of this Agreement shall be effective; and (iii) no Government
      Authority shall have instituted any Proceeding that seeks to materially
      delay or make illegal the performance of this
  Agreement.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Consents.  All
      Required Government Approvals required to be obtained by the Purchaser
      prior to the Closing shall have been obtained and shall not be subject to
      any conditions that would have a Material Adverse
  Effect.

              


      

      


      
        	
                9.

              	
                Termination

              


      

      


      
        	
                9.1

              	
                Termination of
      Agreement.  Subject to Section 9.2, this Agreement may be
      terminated by notice to the other Party in writing prior to the Closing by
      the Purchaser or the Seller for each of the following cases; provided, however, that
      the right to terminate this Agreement shall not be available to any Party
      who is responsible for any of the following cases, and this Agreement
      shall not be terminated for any reason after the
  Closing:

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                 
      

              	
                (a)

              	
                the
      Closing has not occurred by January 15,
2010;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      other Party is in material breach of any representation, warranty,
      covenant or agreement contained in this Agreement and such breach is (i)
      of such a serious nature that, if not remedied, would have a severe
      financial impact on the other Party upon Closing and (ii) has not been
      cured within fifteen (15) days following receipt of notice of such breach
      from the other Party; or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                there
      is a mutual agreement of the
Parties.

              


      

      


      
        	
                9.2

              	
                Effect of
      Termination.  If this Agreement is terminated in
      accordance with Section 9.1, this Agreement shall become null and void and
      of no further force and effect, except that the terms and provisions of
      Sections 3.3, 7.6, 9.2, 9.3, 10, and 11 shall remain in full force and
      effect.

              


      

      


      
        	
                9.3

              	
                Remedies.  All
      rights and remedies existing under this Agreement are exclusive of any
      rights or remedies otherwise available under any applicable
      Law.

              


      

       

      
        	
                10.

              	
                Indemnification
      and Survival Period

              


      

      


      
        	
                10.1

              	
                Indemnification.  Each
      Party hereto (the “Indemnifying Party”) shall indemnify the other Party
      (the “Indemnified Party”) against, and hold the other Party, its
      successors and assigns harmless from, any and all damages, taxes, claims,
      losses, payments, charges, judgments, amounts paid in settlement,
      liabilities or expenses, including without limitation, interest, fines,
      penalties and reasonable attorneys’ fees, expenses and disbursements
      (collectively, “Damages”), arising out of the breach of any warranty or
      representation of the Indemnifying Party contained in this
      Agreement.  For the purpose of this Section 10.1, a termination
      of this Agreement pursuant to Section 9.1(a) shall not constitute a breach
      of any warranty or representation by any Party hereto under this Agreement
      and the Transaction, and no Party hereto shall be responsible for such
      termination.

              


      

      


      
        	
                10.2

              	
                Damage
      Threshold.  Neither the Seller nor the Purchaser, in its
      capacity as an Indemnifying Party, shall have any obligation to indemnify
      the other Party from and against any Damages pursuant to Section 10.1
      above until the other Party has suffered Damages in excess of an aggregate
      threshold of three percent (3%) of the total Purchase Price (with
      individual claims less than One Hundred Million (100,000,000) Won not to
      be included in the preceding aggregate threshold), at which point the
      Indemnifying Party will be obligated to indemnify the other Party from and
      against all such Damages in excess of such threshold
      amount.  The Parties hereto also agree that the maximum
      aggregate amount, which the Purchaser may recover from the Seller in
      respect of all claims, is ten percent (10%) of the total Purchase
      Price.

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                10.3

              	
                Survival of the
      Representations and Warranties.  The representations and
      warranties of the Parties hereto shall survive for a period of eighteen
      (18) months after the Closing Date, except that the representation and
      warranty under Section 5.1(a) shall survive
  indefinitely.

              


      

      


      
        	
                10.4

              	
                Notice; Claim
      Period. Any Indemnified Party making a claim for indemnification
      hereunder shall notify the Indemnifying Party or Parties of the claim in
      writing.  To the extent possible, the notice shall specify and
      describe in detail the legal and factual basis of the claim, identify the
      supporting evidence, and contain an estimate of the Damages.  If
      a Party fails to deliver such notice within eighteen (18) months from the
      Closing Date, the Party shall not be entitled to make the relevant claim
      under this Agreement, provided that such limit shall not apply to the
      breach of the representation and warranty under Section
      5.1(a).

              


      

      


      
        	
                10.5

              	
                Exceptions; No
      Duplication; Sole Remedy.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Indemnified Party shall take all reasonable steps to mitigate losses upon
      and after becoming aware of an event which, in the Indemnified Party’s
      good faith judgment, is reasonably likely to give rise to such
      Damages.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Any
      liability for indemnification hereunder shall be determined without
      duplication of recovery by reason of the state of facts giving rise to
      such liability constituting a breach of more than one representation,
      warranty, covenant or agreement.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Indemnified Party’s rights to indemnification as provided for in Section
      10.1 shall constitute the Indemnified Party’s sole and exclusive remedy
      with respect to the breach of any warranty or representation of the
      Indemnifying Party contained in this
Agreement.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                To
      the extent any Indemnified Party receives any insurance proceeds with
      respect to any Damages to be indemnified under this Agreement, such
      insurance proceeds shall be deducted from the relevant Damage amount
      payable.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                In
      no event shall either Party be liable to the other Party hereunder for any
      consequential, incidental or special damages, absent intentional
      misconduct by the Indemnifying
Party.

              


      

      


      
        	
                10.6

              	
                Matters Involving
      Third Parties.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If
      any third party shall notify the Indemnified Party in writing with respect
      to any matter (a “Third Party Claim”), which may give rise to a claim for
      indemnification against the Indemnifying Party under this Agreement, then
      the Indemnified Party shall notify the Indemnifying Party thereof in
      writing within thirty (30) Business Days of receipt of notice of such
      claim.

              


      


      
        
           


        

        
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                 
      

              	
                (b)

              	
                The
      Indemnifying Party shall have the right to defend the Indemnified Party
      against the Third Party Claim with counsel of the Indemnifying Party’s
      choice, at the Indemnifying Party’s sole expense. The Indemnifying Party
      may at its discretion consent to the entry of any judgment or enter into
      any settlement with respect to any Third Party Claim, provided that in the
      case of any settlement that provides for any relief other than the payment
      of monetary damages, such consent or settlement will be subject to the
      consent of the Indemnified Party, which consent will not be unreasonably
      withheld or delayed.  The Indemnifying Party will have full
      control of such defense and
proceedings.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Whether
      or not the Indemnifying Party elects to defend any Third Party Claim, the
      parties shall cooperate and exercise all reasonable efforts in the defense
      or prosecution of any such claim and shall furnish one another with such
      records, information and testimony, and attend such conferences,
      proceedings, hearings, trials and appeals as may be reasonably by the
      other in connection therewith.

              


      

       

      
        	
                11.

              	
                Miscellaneous

              


      

      


      
        	
                11.1

              	
                Fees and
      Expenses.  Except as otherwise expressly provided in this
      Agreement, each Party hereto shall pay all costs and expenses including,
      but not limited to, attorneys, accountants, consultants, agents and
      brokers’ fees, incurred or to be incurred by it in connection with this
      Agreement and the Transaction, regardless of whether the Closing has
      occurred.  However, to the extent the Company has accrued for
      the payment of any such expenses incurred prior to October 31, 2009, those
      expenses shall remain the obligation of the Company.  For the
      avoidance of any doubt, any success fee payable to the advisors of the
      Seller and related to the consummation of the Transaction shall remain the
      sole responsibility of the Seller.

              


      

      


      
        	
                11.2

              	
                Notices.  All
      notices, demands, requests, consents or other communi­cations
      hereunder shall be in writing and shall be given by personal delivery, by
      express courier, by registered or certified mail with return receipt
      requested, or by facsimile, to the Parties at the addresses shown below,
      or to such other address as may be designated by written notice given by
      either Party to the other Party.  Unless conclusively proven
      otherwise, all notices, demands, requests, consents or other
      communications hereunder shall be deemed effective upon delivery if
      personally delivered five (5) days after dispatch if sent by express
      courier, fourteen (14) days after dispatch if sent by registered or
      certified mail with return receipt requested, or confirmation of the
      receipt of the facsimile by the recipient if sent by
      facsimile.

              


      


      
        
           


        

        
          - 15
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      Execution
Version – Share Purchase Agreement

      


      


      To Purchaser:

      


      KB
Synthetics Co., Ltd.

      Kabul
Building, 2-5, Galwol-dong

      Yongsan-gu,
Seoul, Korea

      Attention:
H. S. Park

      Facsimile:
822-775-1489

      


      To Seller:

      


      Modine
Manufacturing Company

      1500
DeKoven Avenue

      Racine,
Wisconsin, USA 53403

      Attention:
Margaret C. Kelsey, Esq.

      Facsimile:
262-631-7720

      


      
        	
                11.3

              	
                Governing
      Law.  This Agreement and all disputes arising out of or
      in connection with this Agreement shall be governed by, interpreted under,
      and construed and enforceable in accordance with, the laws of
      Korea.

              


      

      


      
        	
                11.4

              	
                Arbitration.   Any
      dispute arising from the performance or interpretation of this Agreement
      shall finally be settled in accordance with the Rules of Arbitration of
      the International Chamber of Commerce by three (3) arbitrators appointed
      in accordance with such rules. The place of arbitration shall be Singapore
      and the language of arbitration shall be
  English.

              


      

      


      
        	
                11.5

              	
                Entire
      Agreement.  This Agreement (including, Exhibits, Annexes,
      and Schedules hereto) and the agreements, documents and instruments to be
      executed and delivered pursuant hereto or thereto or referred to herein
      are intended to embody the final, complete and exclusive agreement among
      the Parties hereto with respect to the purchase of the Sale Shares and
      related transactions and supersede all prior agreements, understandings
      and representations written or oral, with respect
  thereto.

              


      

      


      
        	
                11.6

              	
                Severability.  If
      any provision hereof is found invalid, illegal or unenforce­able
      pursuant to any executive, legis­lative, judicial or other decree or
      decision, the remainder of this Agreement shall remain valid, legal and
      enforceable according to its terms, and such invalid, illegal or
      unenforceable provision shall be replaced with a provision that
      approximates the substance and spirit of the invalid, illegal or
      unenforce­able provision as closely as possible without being invalid,
      illegal or unenforceable.

              


      

      


      
        	
                11.7

              	
                Amendment.   This
      Agreement shall not be modified, amended, canceled or altered in any way,
      and may not be modified by custom, usage of trade or course of dealing,
      except by an instru­ment in writing signed by all Parties
      hereto.  All amendments or modifications of this Agreement shall
      be binding upon the Parties despite any lack of consideration so long as
      the same shall be in writing and executed by the
  Parties.

              


      


      
        
           


        

        
          - 16
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      Execution
Version – Share Purchase Agreement

      


      


      
        	
                11.8

              	
                Waiver.  The
      performance of any obligation required of a Party hereunder may be waived
      only by a written waiver signed by the other Party, and such waiver shall
      be effective only with respect to the specific obligation
      described.  The waiver by either Party of a breach of any
      provision of this Agreement by the other Party shall not operate or be
      construed as a waiver of any subsequent breach of the same provision or
      another provision of this
Agree­ment.

              


      

      


      
        	
                11.9

              	
                Assignment.  Neither
      this Agreement nor any rights or obligations hereunder shall be assignable
      or transferable by any Party to this Agreement without the prior written
      consent of the other Parties to this
Agreement.

              


      

      


      
        	
                11.10

              	
                Third Party
      Benefits.  This Agreement shall be binding upon, and
      inure to the benefit of, each of the Parties hereunder and their
      respective successors.  Nothing contained in this Agreement,
      express or implied, shall be deemed to confer any right or remedy upon, or
      obligate any Party to, any person or entity other than the Parties and
      their respective successors and permitted
  assigns.

              


      

      


      
        	
                11.11

              	
                Counterparts.  This
      Agreement may be executed simultaneously in any number of counterparts,
      each of which shall be deemed and original but all of which together shall
      constitute one and the same
instrument.

              


      

      


      
        	
                11.12

              	
                Captions.  The
      section headings and captions con­tained herein are for purposes of
      reference and convenience only and shall not in any way affect the meaning
      or interpreta­tion of this
Agreement.

              


      

      


      
        	
                11.13

              	
                Language. This
      Agreement shall be executed in English.  If there is any
      discrepancy in the content or interpretation of any translation of this
      Agreement in any language other than the English language, the English
      version shall prevail.

              


      

      


      [signature page to
follow]


      
        
           


        

        
          - 17
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      Execution
Version – Share Purchase Agreement

      
 

      IN
WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the
day and year first above written.

       

      
        	
                Modine
      Manufacturing Company

              	 
      	
                KB
      Synthetics Company Limited

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Thomas F. Marry

              	 
      	
                By:

              	
                /s/
      (Scott) Hyo Sang Park

              
	 
      	 
      	 
      	 
      	 
      
	
                Name:

              	
                Thomas
      F. Marry

              	 
      	
                Name:

              	
                Park,
      Hyo Sang

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                Regional
      VP – Asia and CPG

              	 
      	
                Title:

              	
                President

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Randall T. Davidson

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Name:

              	
                Randall
      T. Davidson

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                Director
      – Modine Korea Transition