ex10_2.htm


    
      

    

    Exhibit
10.2

    Execution
Copy

    


    WAIVER
AND SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

    (2006)

     

    This
Waiver and Second Amendment dated as of February 17, 2009 (this “Second Amendment”) to the Note
Purchase Agreement dated as of December 7, 2006 as amended by the First
Amendment thereto dated February 1, 2008 (the “Note Purchase Agreement”) is
between Modine Manufacturing Company, a Wisconsin corporation (the “Company”), and each of the
institutions which is a signatory to this Second Amendment (collectively, the
“Noteholders”).

     

    RECITALS:

     

    A.    
       The Company and the Noteholders are
parties to the Note Purchase Agreement pursuant to which the Company issued the
$50,000,000 5.68% Senior Notes, Series A, due December 7, 2017 and the
$25,000,000 5.68% Senior Notes, Series B, due December 7, 2018 (collectively,
the “Notes”).

     

    B.       
     The Company has advised the Noteholders that an
Event of Default has occurred under the Note Purchase Agreement  due
to a breach of Sections 10.1 and 10.3 of the Note Purchase Agreement for the
period of four consecutive fiscal quarters ended December 31, 2008 (the “Existing Events of
Default”).

     

    C.     
       The Company has requested that the
Noteholders waive the Existing Events of Default.  The Company has
further requested that the Noteholders agree to certain amendments to the Note
Purchase Agreement as set forth below.

     

    D.      
      Subject to the terms and conditions set
forth herein, the Noteholders are willing to waive the Existing Events of
Default and amend the Note Purchase Agreement in the respects, but only in the
respects, set forth in this Second Amendment.

     

    E.    
         Capitalized terms used herein
shall have the respective meanings ascribed thereto in the Note Purchase
Agreement, as amended hereby, unless herein defined or the context shall
otherwise require.

     

    F.      
       All requirements of law have been
fully complied with and all other acts and things necessary to make this Second
Amendment a valid, legal and binding instrument according to its terms for the
purposes herein expressed have been done or performed.

     

    NOW, THEREFORE, in
consideration of good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Noteholders do hereby agree
as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              SECTION
      1.

            	
              WAIVER
      AND AMENDMENTS.

            


    

     

    Effective
as of the Effective Date (as defined in Section 4 hereof), the Company and the
Noteholders agree that the Note Purchase Agreement and the Notes are amended as
follows:

     

    1.1     
     Each reference in the Note Purchase Agreement to
“5.68%” on the cover page, in the table of contents, in document headers, in
Section 1, in the Purchaser Schedule and in the title of each of the outstanding
Notes is hereby deleted.  The reference to “at the rate of (a) 5.68%
per annum” in the first paragraph of each of the outstanding Notes in replaced
with “at (a) the Applicable Rate per annum”.  The reference to “7.68%”
in the in the first paragraph of each of the outstanding Notes in replaced with
“the Applicable Rate plus 2.00%”.

     

    1.2      
    Each reference in the Note Purchase Agreement to “2018”
on the cover page, in the table of contents, in document headers, in Section 1,
in the Purchaser Schedule and in each of the outstanding Series B Notes is
hereby replaced with “2017”.

     

    1.3         
  Section 2.2 of the Note Purchase Agreement is amended and restated
as follows:

     

    “Section
2.2           Security
for the Notes; Subsidiary Guaranties.

     

    (a)           The
payment by the Company of all amounts due with respect to the Notes and the
performance by the Company of its obligations under this Agreement will be
absolutely and unconditionally guaranteed by each Domestic Subsidiary of the
Company pursuant to the Subsidiary Guaranty, to the extent such Guaranty is
required pursuant to Section
9.8 hereof.

     

    (b)           The
obligations of the Company under this Agreement and the Notes will be secured
pursuant to the Collateral Documents and in accordance with Section 9.9
hereof.

     

    (c)           The
enforcement of the rights and benefits in respect of the Collateral Documents
and the allocation of proceeds thereof and of the Subsidiary Guaranty shall be
subject to the Intercreditor  Agreement.”

     

    1.4           Section
5.3 of the Note Purchase Agreement is amended by amending and restating the last
sentence thereof as follows:

     

    “Since
March 31, 2008, except as reflected in or contemplated by the January 2009
Financial Forecast, there has been no change in the financial condition,
operations, business or properties of the Company or any Subsidiary except
changes that individually or in the aggregate would not reasonably be expected
to have a Material Adverse Effect.”

     

    1.5           New
Section 5.21 and 5.22 are added to the Note Purchase Agreement as
follows:

     

    “Section
5.21.           Credit
Agreement Debt. As of the Second Amendment
Effective Date, the outstanding principal balance of the Debt outstanding under
the Credit Agreement is $94,000,000 and all Loan Documents (as defined in the
Credit Agreement as in effect on the date hereof) (including the amendment and
other agreements and documents executed on or about the date hereof) have been
delivered to the holders prior to or concurrently with the Second Amendment
Effective Date.  After giving effect to the amendment to the Credit
Agreement referenced in Section 4(c) of the Second Amendment, there is no event
of default or event or condition which would become an event of default with
notice or lapse of time or both, under the Credit Agreement or any other Loan
Document (as defined in the Credit Agreement as in effect on the date
hereof).


    
      
         


      

      
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    Section
5.22.        
    Projections. The January 2009 Financial Forecasts
were prepared by or on behalf of the Company in good faith and on the basis of
the assumptions stated therein and such assumptions were believed by the Company
to be reasonable at the time prepared.  No facts are known to the
Company as of the Second Amendment Effective Date which, if reflected in such
January 2009 Financial Forecasts, would result in a material adverse change in
the assets, liabilities, results of operations or cash flows reflected
therein.”

     

    1.6           Section
7.1(a) of the Note Purchase Agreement is amended by replacing the reference to
“60 days” with “45 days”.

     

    1.7           Section
7.1(b) of the Note Purchase Agreement is amended by replacing the reference to
“120 days” with “90 days”.

     

    1.8           Section
7.1(b) of the Note Purchase Agreement is further amended by adding, after the
words “accompanied by an opinion thereon”, the following parenthetical
phrase:

     

    “(without
a “going concern” or like qualification or exception (other than for the fiscal
year ending March 31, 2009) and without any qualification or exception as to the
scope of the audit on which such opinion is based)”

     

    1.9           Section
7.1 of the Note Purchase Agreement is amended by deleting clause (g) thereof and
adding the following in its place:

     

    “(g)         if
requested by the Required Holders, within 20 days after the end of each month
(commencing with the first month ending at least 15 days after such request),
for itself and its Subsidiaries, consolidated and consolidating unaudited
balance sheets as at the close of each such period and consolidated and
consolidating profit and loss statements and a statement of cash flows for the
period from the beginning of such fiscal year to the end of such month, all
certified by a Senior Financial Officer;

     

    (h)           promptly
after the delivery thereof, copies of any reports by the Company Financial
Advisor delivered to the Company, the board of directors of the Company or any
committee thereof at any time;

    


    (i)         
  promptly upon the request of the Required Holders, an appraisal of
the inventory of the Company and its Domestic Subsidiaries, at the expense of
the Company, by a valuation or appraisal firm reasonably satisfactory to the
Required Holders, provided that, if no Default or Event of Default has occurred,
not more than one such appraisal per fiscal year of the Company shall be at the
expense of the Company;


    
      
         


      

      
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    (j)            promptly
upon the request of the Required Holders, a consolidated thirteen week rolling
cash flow statement of the Company and its Subsidiaries, to be updated by the
Company weekly thereafter, and in form and detail acceptable to the Required
Holders;

    


    (k)      
     if requested by the Required Holders, within 20
days after the end of each month (commencing with the first month ending at
least 15 days after such request), a schedule detailing the inventory of the
Company and its Subsidiaries, a schedule and aging of the accounts receivable
and payable of the Company and its Subsidiaries and a schedule of daily cash
balances of the Company and its Subsidiaries, each in form and detail
satisfactory to the Required Holders and with such supplemental information
relating thereto as requested by the Required Holders;

    


    (l)       
    promptly upon receipt thereof, any notice received from
the Bank Agent, any Bank or other agent or trustee therefor and any notice that
the Company or any of its Subsidiaries is subject to any investigation of any
kind by any governmental entity or stock exchange;

    


    (m)           immediately
after becoming aware thereof, notice of any pending or threatened strike, work
stoppage, unfair labor practice claim, or other labor dispute affecting the
Company or any of its Subsidiaries in a manner;

     

    (n)           with
reasonable promptness, such other data and information relating to the business,
operations, affairs, financial condition, assets or properties of the Company or
any of its Subsidiaries (including, but without limitation, actual copies of the
Company’s Form 10-Q and Form 10-K) or relating to the ability of the Company to
perform its obligations hereunder and under the Notes as from time to time may
be reasonably requested by any such holder of Notes.

     

    Notwithstanding
the above, if any report or other information required under this Section 7.1 is
due on a day that is not a Business Day, then such report or other information
shall be required to be delivered on the first day that is a Business Day after
such day.”

    


    1.10          Clause
(a) of Section 7.2 of the Note Purchase Agreement is amended by replacing the
reference therein to “Section 10.1 through Section 10.5” with “Section 10.1
through Section 10.5, Sections 10.11, 10.12, 10.14 and 10.15”.

     

    1.11          Section
8.1 of the Note Purchase Agreement is amended and restated in its entirety as
follows:

     

    “Section
8.1.        
     Required Prepayments.

     

    (a)          
Scheduled Prepayment of the
Series A Notes. On March 7, June 7, September 7 and December 7 of each
year beginning with March 7, 2014 and ending with September 7, 2017, the Company
will prepay $3,125,000 principal amount (or such lesser principal amount as
shall then be outstanding) of the Series A Notes at par and without payment of
the Make-Whole Amount or any premium, provided any partial
prepayment of the Series A Notes pursuant to Section 8.1(c) or Section 8.2 shall be applied
in satisfaction of the required payments of principal thereof (including the
required payment of principal due upon the maturity thereof) becoming due under
this Section 8.1(a) in
the inverse order of their scheduled due dates and provided further that that
upon any prepayment or purchase of the Series A Notes pursuant to Section 8.5 or 8.7 the principal amount of
each required prepayment of the Series A Notes becoming due under this Section 8.1(a) on and after
the date of such prepayment or purchase shall be reduced in the same proportion
as the aggregate unpaid principal amount of the Series A Notes is reduced as a
result of such prepayment or purchase. The remaining outstanding principal
amount of the Series A Notes, together with any accrued and unpaid interest
therein, shall become due on December 7, 2017, the maturity date of the Series A
Notes.


    
      
         


      

      
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    (b)          
Scheduled Prepayment of the
Series B Notes. On March 7, June 7, September 7 and December 7 of each
year beginning with March 7, 2014 and ending with September 7, 2017, the Company
will prepay $1,562,500 principal amount (or such lesser principal amount as
shall then be outstanding) of the Series B Notes at par and without payment of
the Make-Whole Amount or any premium, provided any partial
prepayment of the Series B Notes pursuant to Section 8.1(c) or Section 8.2 shall be applied
in satisfaction of the required payments of principal thereof (including the
required payment of principal due upon the maturity thereof) becoming due under
this Section 8.1(b) in
the inverse order of their scheduled due dates and provided further that that
upon any prepayment or purchase of the Series A Notes pursuant to Section 8.5 or 8.7 the principal amount of
each required prepayment of the Series B Notes becoming due under this Section 8.1(b) on and after
the date of such prepayment or purchase shall be reduced in the same proportion
as the aggregate unpaid principal amount of the Series B Notes is reduced as a
result of such prepayment or purchase.  The remaining outstanding
principal amount of the Series B Notes, together with any accrued and unpaid
interest therein, shall become due on December 7, 2017, the maturity date of the
Series B Notes.

     

    (c)           Required Prepayment Pursuant to
Intercreditor Agreement.  If any amounts
are to be applied to the principal of the Notes on any date pursuant to the
terms of the Intercreditor Agreement, such principal amount of the Notes,
together with interest thereon to such date and together with the Make-Whole
Amount, if any, with respect to each Note, shall be due and payable on such
date.”

     

    1.12           Section
8.2 of the Note Purchase Agreement is amended by adding the following paragraph
at the end thereof as follows:

     

    “Notwithstanding
the foregoing provisions of this Section 8.2, the Company shall
not at any time make an optional prepayment of the Series A Notes or the Series
B Notes unless either (1) such prepayment is in an amount equal to all of the
outstanding principal amount of the Series A Notes and the Series B Notes,
together with interest accrued thereon to the date of prepayment, and the
Make-Whole Amount determined for the prepayment date with respect to such
principal amount, and prior to or concurrently with such prepayment the
Intercreditor Agreement is terminated or (2) prior to such prepayment, the
Intercreditor Agreement shall have been amended in form and substance
satisfactory to the holders, and such amendment shall be in full force and
effect.”


    
      
         


      

      
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    1.13          Section
8.3 of the Note Purchase Agreement is amended and restated in its entirety as
follows:

     

    “Section
8.3.     
       Allocation of Partial
Prepayments.  In the case of each partial prepayment of the
Notes pursuant to Section
8.1(c), the principal amount of the Notes to be prepaid shall be
allocated among each series of the Notes at the time outstanding in proportion,
as nearly as practicable, to the respective aggregate unpaid principal amounts
of all the Notes not theretofore called for prepayment.  In the case
of each partial prepayment of the Notes of either series pursuant to Section 8.1 or Section 8.2, the principal
amount of the Notes of such series to be prepaid shall be allocated among all of
the Notes of such series at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts thereof not theretofore
called for prepayment.  All partial prepayments made pursuant to Section 8.7 shall be applied
only to the Notes of the holders who have elected to participate in such
prepayment.”

     

    1.14          Section
8.6 of the Note Purchase Agreement is amended by amending the following defined
term therein in its entirety as follows:

     

    “Remaining Scheduled Payments”
means, with respect to the Called Principal of any Note, all payments of
such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such
Called Principal were made prior to its scheduled due date; provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to
Section 8.1(c), Section
8.2 or Section
12.1; provided further that, for the purposes of calculating “Remaining
Schedule Payments” the interest rate shall be deemed to be (a) when an Default
or Event of Default has occurred and is continuing, 10.75% and (b) when no
Default or Event of Default has occurred and is continuing, (i) during a Credit
Rating Adjustment Period, 8.25% and (ii) at all other times, 5.68%.

     

    1.15          Section
8.6 of the Note Purchase Agreement is further amended by replacing the
references to “Section 8.2” in the definitions of “Called Principal” and
“Settlement Date” with “Section 8.1(c) or Section 8.2”.

     

    1.16          Section
8.8 of the Note Purchase Agreement is hereby deleted.

     

    1.17           Section
9.6 of the Note Purchase Agreement is amended and restated in its entirety as
follows:

     

    “Section
9.6.        
    Notes to Rank Pari
Passu.  The Notes and all other obligations under this
Agreement of the Company are and at all times shall rank at least pari passu in right of
payment with all other present and future Secured Obligations.


    
      
         


      

      
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    1.18          Section
9.8 of the Note Purchase Agreement is amended and restated in its entirety as
follows:

     

    “Section
9.8         
    Guaranty by Subsidiaries.

     

    (a)           (i)
The Company will cause each Domestic Subsidiary which is not a party to a
Subsidiary Guaranty to execute and deliver to the holders a Subsidiary Guaranty,
or a joinder agreement in respect thereof, provided that each
Domestic Subsidiary in existence on the Second Amendment Effective Date that is
not signing a Subsidiary Guaranty on the Second Amendment Effective Date shall not be required to
be a Subsidiary
Guarantor so long as (and only for so long as) it does not qualify as a
Significant Subsidiary (and the Company represents that each Domestic Subsidiary
in existence on the Second Amendment Effective Date that is not signing a
Subsidiary Guaranty on the Second  Amendment Effective Date is not a
Significant Subsidiary).  (ii) Notwithstanding the foregoing, each
Domestic Subsidiary that is a borrower, guarantor or otherwise an obligor of any
obligations of the Company or any Subsidiary under the Credit Agreement or the
2005 Note Agreement shall, on or prior to the date when such Domestic Subsidiary
becomes an obligor under the Credit Agreement or the 2005 Note Agreement, become
a Subsidiary Guarantor hereunder and the Company shall cause such Domestic
Subsidiary to (1) deliver such Subsidiary Guaranty, or joinder thereto, together
with such other documents, opinions and information as the Required Holders
reasonably may require regarding such Subsidiary and the enforceability of such
Subsidiary Guaranty and (2) comply with the provisions of Section 9.9.

     

    (b)           The
Company shall cause each Domestic Subsidiary required to become a Subsidiary
Guarantor under Section
9.8(a)(i) to execute and deliver to each of the holders the documents
required under Section
9.8(a)(i) within 30 days of the date such Domestic Subsidiary becomes
subject thereto, together with such other documents, opinions and information as
the Required Holders reasonably may require regarding such Subsidiary and the
enforceability of such Subsidiary Guaranty.”

     

    1.19           New
Sections 9.9, 9.10, 9.11 and 9.12 are added to the Note Purchase Agreement as
follows:

     

    “Section
9.9.           Collateral Security; Further
Assurances.

     

    (a)  To
secure the payment when due of the Secured Obligations (subject to the
Intercreditor Agreement), the Company shall execute and deliver, or cause to be
executed and delivered, to the Collateral  Agent, Collateral Documents
granting or providing for the following:

     

    (i)           Security
Agreements granting a first priority, enforceable Lien and security interest,
subject to the Liens permitted by this Agreement and subject to the sharing
provisions to be contained in the Intercreditor Agreement, on all present and
future accounts, chattel paper, commercial tort claims, deposit accounts,
documents, farm products, fixtures, chattel paper, equipment, general
intangibles, goods, instruments, inventory, investment property,
letter-of-credit rights (as those terms are defined in the Illinois Uniform
Commercial Code) and all other personal property of the Company and of each
Subsidiary Guarantor, subject to any exclusions described in the Intercreditor
Agreement or approved by the Required Holders.  Notwithstanding the
foregoing, with respect to Liens granted by the Company or any Subsidiary
Guarantor on the Equity Interests of any Foreign Subsidiary, such Lien shall not
exceed 65% (or such greater percentage that, due to a change in an applicable
law after the date hereof, (1) could not reasonably be expected to cause the
undistributed earnings of such Foreign Subsidiary as determined for U.S. federal
income tax purposes to be treated as a deemed dividend to such Foreign
Subsidiary's U.S. parent and (2) could not reasonably be expected to cause any
material adverse tax consequences) of the issued and outstanding Equity
Interests entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not
entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in
each Foreign Subsidiary directly owned by the Company or any Subsidiary
Guarantor.  Notwithstanding the foregoing, at any time after a Default
or Event of Default has occurred or if the Required Holders determine that the
Company will not incur a material tax liability as result of such greater
pledge, the Company shall, upon the request of the Required Holders, have the
balance of the Equity Interests of its Foreign Subsidiaries pledged to the
Collateral Agent to secure, subject to the Intercreditor Agreement, the Secured
Obligations.


    
      
         


      

      
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    (ii)           Mortgages
granting a Lien on all present and future real property of the Company and of
each Subsidiary Guarantor to the extent such Liens are required by or on behalf
of any holder of the Notes, any holder of the Notes (as defined in the 2005 Note
Purchase Agreement), the Bank Agent, or any Bank.

     

    (iii)
 Any other property or assets of the Company and its Domestic Subsidiaries
required to be included in the “Collateral” under the Credit Agreement, the 2005
Note Purchase Agreement.

     

    (b)           On
or before the Second Amendment Effective Date (or April 30, 2009 in the case of
Collateral Documents relating to the Collateral described in Section 9.9(a)(ii) or such
later date agreed to by the Required Holders, provided that the Company shall
use commercially reasonable efforts to complete such Collateral Documents as
soon as practical), the Company shall cause all Collateral Documents as
reasonably requested by the Required Holders to be, in each case duly executed
and delivered on behalf of the Company and the Subsidiary Guarantors, as the
case may be, granting to the Collateral Agent for the benefit of the Secured
Parties the support specified in Section 9.9 of this Agreement,
together with: (u) such resolutions, certificates and opinions of counsel as
reasonably requested by the Required Holders; (v) the recordation, filing and
other action (including payment of any applicable taxes or fees) in such
jurisdictions as the Required Holders may deem necessary or appropriate with
respect to the Collateral Documents, including the filing of financing
statements, Mortgages and other filings which the Required Holders may deem
necessary or appropriate to create, preserve or perfect the liens, security
interests and other rights intended to be granted to the Collateral Agent
thereunder, together with Uniform Commercial Code record searches and other Lien
searches in such offices as the Required Holders may request; (w) evidence that
the casualty and other insurance required pursuant to the Transaction Documents
is in full force and effect; (x) originals of all instruments and certificates
representing all of the outstanding shares of capital stock and other securities
and instruments to be pledged thereunder, with appropriate stock powers,
endorsements and other powers duly executed in blank; (y) such other evidence
that Liens creating a first priority security interest, subject to the
Intercreditor Agreement, in the Collateral shall have been created and perfected
as requested by the Required Holders; and (z) the satisfaction of all other
conditions in connection with the Collateral and the Collateral Documents as
reasonably requested by any holder, including without limitation all opinions of
counsel, title work, surveys, environmental reports and other documents and
requirements requested by any holder of the Notes.


    
      
         


      

      
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    (c)           The
Company agrees that it will promptly notify the holders of the Notes of the
formation, acquisition or existence of any Domestic Subsidiary that has not
executed a Subsidiary Guaranty and Collateral Documents or the acquisition of
any assets on which a Lien is required to be granted and that is not covered by
existing Collateral Documents.  The Company agrees that it will
promptly execute and deliver, and cause each Subsidiary Guarantor to execute and
deliver, promptly upon the request of the Collateral Agent or the Required
Holders, such additional Collateral Documents, Subsidiary Guaranties and other
agreements, documents and instruments, each in form and substance satisfactory
to the Required Holders, sufficient to grant the Subsidiary Guaranties and Liens
contemplated by this Agreement and the Collateral Documents.  The
Company shall deliver, and cause each Subsidiary Guarantor to deliver, to the
Collateral Agent all original instruments payable to it with any endorsements
thereto required by the Required Holders.  Additionally, the Company
shall execute and deliver, and cause each Subsidiary Guarantor to execute and
deliver, promptly upon the request of the Collateral Agent or the Required
Holders, such certificates, legal opinions, lien searches, organizational and
other charter documents, resolutions and other documents and agreements as the
Collateral Agent or the Required Holders may reasonably request in connection
therewith.  The Company shall use its best efforts to cause each
lessor of real property to it or any Subsidiary where any material Collateral is
located to execute and deliver to the Collateral Agent an agreement in form and
substance reasonably acceptable to the Required Holders duly executed on behalf
of such lessor waiving any distraint, lien and similar rights with respect to
any property subject to the Collateral Documents and agreeing to permit the
Collateral Agent to enter such premises in connection therewith.  The
Company shall execute and deliver, and cause each Subsidiary Guarantor to
execute and deliver, promptly upon the reasonable request of the Required
Holders, such agreements and instruments evidencing any intercompany loans or
other advances among the Company and its Subsidiaries, or any of them, and all
such intercompany loans or other advances shall be, and are hereby made,
subordinate and junior to the Secured Obligations and no payments may be made on
such intercompany loans or other advances upon and during the continuance of a
Default or Event of Default unless otherwise agreed to by the Required
Holders.


    
      
         


      

      
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    Section
9.10         
    General
Indemnity.           The
Company will at all times protect, indemnify and save harmless the Collateral
Agent, each holder and each of their respective officers, directors, employees,
agents and representatives (referred too herein as the “Indemnitees”) from and
against all liabilities, obligations, claims, judgments, damages, penalties,
fines, assessments, losses, indemnities, contributions, causes of action, costs
and expenses (including, without limitation, the fees and expenses of attorneys,
auditors and consultants) imposed upon or incurred by or asserted against the
Indemnitees on account of (a) any failure of the Company or any Subsidiary or
any employee or agent of any thereof to comply with any of the terms, covenants,
obligations or prohibitions of this Agreement or any other Transaction Document,
(b) any breach of any representation or warranty of the Company or any
Subsidiary set forth in this Agreement or in any other Transaction Document or
any certificate delivered by the Company or any Subsidiary pursuant hereto or
thereto, or any claim that any statement, representation or warranty of the
Company or any Subsidiary in any of the foregoing documents contains or
contained any untrue or misleading statement of material fact or omits or
omitted to state any material facts necessary to make the statements made
therein not misleading in light of the circumstances under which they were made,
(c) any action, suit, claim, proceeding or investigation of a judicial,
legislative, administrative or regulatory nature arising from or in connection
with the Collateral, including without limitation (1) the presence, escape,
seepage, leakage, discharge, emission, release, removal or threatened release,
or disposal of any Hazardous Materials and (2) any violation of any law,
ordinance or governmental rules or regulations including without limitation any
Environmental Law, (d) any suit, action, administrative proceeding, enforcement
action, or governmental or private action of any kind whatsoever commenced
against the Company, any Subsidiary or any Indemnitee which might adversely
affect the validity or enforceability of this Agreement or any other Transaction
Document or the performance by the Company or any Subsidiary of any of its
obligations hereunder or thereunder or (e) any loss or damage to property or any
injury to or death of any Person that may be occasioned by any cause whatsoever
pertaining to any Collateral or the use thereof, and shall further indemnify and
save harmless the Indemnitees from and against (1) all amounts paid in
settlement of any litigation commenced or reasonably threatened against any
Indemnitee that falls within the scope of clauses (a) through (e) above, and (2)
all expenses reasonably incurred in the investigation of, preparation for or
defense of any litigation, proceeding or investigation of any nature whatsoever
that falls within the scope of clauses (a) through (e) above, commenced or
reasonably threatened against the Company, any Subsidiary or any
Indemnitee.

     

    Section
9.11.       
     Most Favored Lender Status.  If
the Company or any Subsidiary enters into, assumes or otherwise becomes bound or
obligated under, or amends, restates or otherwise modifies, any agreement
creating or evidencing any Debt of the Company or any Subsidiary, or any
refinancing or extension of all or any portion thereof, to include one or more
Additional Covenants or Additional Defaults, the terms of this Agreement shall,
without any further action on the part of the Company, any Subsidiary or any of
the holders of the Notes, be deemed to be amended automatically and immediately
to include each Additional Covenant and each Additional Default contained in
such agreement.  The Company further covenants to promptly execute and
deliver at its expense (including the fees and expenses of counsel for the
holders of the Notes) an amendment to this Agreement in form and substance
satisfactory to the Required Holder(s) evidencing the amendment of this
Agreement to include such Additional Covenants and Additional Defaults, provided
that the execution and delivery of such amendment shall not be a precondition to
the effectiveness of such amendment as provided for in this Section 9.11, but
shall merely be for the convenience of the parties hereto.


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    9.12         Proceeds of certain Asset Sales; Casualties; and
Issuance of Equity Interests.  The Company shall pay or cause
to paid (1) 100% of the Asset Sale Net Proceeds and (2) 100% of the Equity
Issuance Net Proceeds as a prepayment of the principal amount of the Advances
(as defined in the Credit Agreement as in effect on the Second Amendment
Effective Date) in excess of $94,000,000 (up to the amount of such excess) and,
if any Asset Sale Net Proceeds or Equity Issuance Net Proceeds remain
thereafter, shall pay such remaining amounts to the Collateral Agent, to be held
by the Collateral Agent in accordance with Section 4.2(b) of the Intercreditor
Agreement as in effect on the date hereof (and giving effect to any amendment
thereof only if agreed to by the Company) and applied to the Secured Obligations
(as defined in the Intercreditor Agreement as in effect on the date hereof, and
giving effect to any amendment thereof only if agreed to by the Company) in
accordance with the Intercreditor Agreement as in effect on the date hereof, and
giving effect to any amendment thereof only if agreed to by the
Company.

    


    As used
herein, “Asset Sale Net
Proceeds” means 100% of all of the Net Cash Proceeds from any sale, Event
of Loss, license, lease or other disposition or transfer of any assets
(including without limitation any Sale and Leaseback Transaction and any sale
permitted under Section 10.5(b), but excluding the Excluded Sales described
below) in excess of $25,000,000 in aggregate amount after the Second Amendment
Effective Date, each payable and effective upon receipt of such Net Cash
Proceeds.  As used herein, “Excluded Sales” means (i) the sale of
inventory in the ordinary course of business, (ii) the sale of obsolete or
worn-out property in the ordinary course of business not to exceed $1,000,000 in
the aggregate after the Second Amendment Effective Date, (iii) sales of notes
receivable or accounts receivable to the extent permitted under Section 10.23; (iv) revenues
from licenses in existence on the Second Amendment Effective Date, including all
renewals, extensions and modifications thereof and substitutions therefor, or
(v) if the Company shall deliver to the holders a certificate of a Responsible
Officer to the effect that the Company or its applicable Subsidiary receiving
the Net Cash Proceeds from an Event of Loss intends to apply the Net Cash
Proceeds from such event (or a portion thereof specified in such certificate),
within 180 days after receipt of such Net Cash Proceeds, to acquire (or replace
or rebuild) real property or equipment to be used in the business of the Company
or its Subsidiaries, and certifying that no Default or Event of Default has
occurred and is continuing, then such Net Cash Proceeds specified in such
certificate shall be excluded from the determination required under the first
sentence of this Section
9.12, provided that to the
extent of any such Net Cash Proceeds therefrom that have not been so applied by
the end of such 180 day period, such Net Cash Proceeds will not be so excluded,
and will be included in the calculation contained in the first sentence of this
Section
9.12.

    


    As used
herein, “Equity Issuance Net
Proceeds” means 50% of all of the Net Cash Proceeds from issuance of any
Equity Interests by the Company.”


    
      
         


      

      
        - 11
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    1.20          Section
10 of the Note Purchase Agreement is amended and restated in its entirety as set
forth on Annex I attached hereto.

     

    1.21          Section
11 of the Note Purchase Agreement is amended by replacing references to
“$20,000,000” in clauses (f), (i) and (j) thereof with
“$10,000,000”.

     

    1.22          Section
11 of the Note Purchase Agreement is further amended by amending and restating
clauses (c) and (e) thereof as follows:

     

    “(c)          the
Company defaults in the performance of or compliance with any term contained in
Section 7.1(d), Section 9.8, Section 9.12, Sections 10.1 through Section 10.8, Sections 10.11 through 10.17 or Section 10.23; or

     

    ***

     

    (e)           any
representation or warranty made in writing by or on behalf of the Company or any
Subsidiary Guarantor or by any officer of the Company or any Subsidiary
Guarantor in this Agreement, in the Subsidiary Guaranty, in any other
Transaction Document or in any writing furnished in connection with the
transactions contemplated hereby proves to have been false or incorrect in any
material respect on the date as of which made; or”

     

    1.23          Section
11 of the Note Purchase Agreement is further amended by replacing the period at
the end of clause (k) thereof with “; or” and adding new clause (l) thereto as
follows:

     

    “(l)           any
Collateral Document shall for any reason (other than solely as the result of an
act or omission of a holder) fail to create a valid and perfected first priority
security interest, subject to the Intercreditor Agreement, in any Collateral
purported to be covered thereby, except as permitted by the terms of this
Agreement or any Collateral Document, or, due to any action by the Company or
any of its Subsidiaries not consented to by the Required Holders, any Collateral
Document shall fail to remain in full force or effect or any action shall be
taken by the Company or any of its Subsidiaries not consented to by the Required
Holders to discontinue or to assert the invalidity or unenforceability of any
Collateral Document, or the Company or any Guarantor shall fail to comply with
any of the terms or provisions of any Collateral Document if the failure
continues beyond any period of grace provided for in the applicable Collateral
Document.”

    


    1.24          Section
12.2 of the Note Purchase Agreement is amended by replacing the reference to “or
in any Note” therein with “, in any Note or in any other Transaction
Document”.

     

    1.25          Section
15 of the Note Purchase Agreement is hereby amended and restated in its
entirety:


    
      
         


      

      
        - 12
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    “Section
15.          
     Expenses, Etc.

     

    Section
15.1       
       Transaction
Expenses.  Whether or not the transactions contemplated hereby
are consummated, the Company will pay all costs and expenses (including
reasonable attorneys’ fees of a special counsel and, if reasonably required by
the Required Holders, local or other counsel) incurred by the Purchasers and
each other holder of a Note in connection with such transactions and in
connection with any amendments, waivers or consents under or in respect of this
Agreement, the Notes, the Subsidiary Guaranty, the Intercreditor Agreement or
any other Transaction Document (whether or not such amendment, waiver or consent
becomes effective), including, without limitation: (a) the costs and expenses
incurred in enforcing or defending (or determining whether or how to enforce or
defend or cause the Collateral Agent to enforce or defend) any rights under this
Agreement, the Notes, the Subsidiary Guaranty, the Intercreditor Agreement or
any other Transaction Document (including, without limitation, to protect,
collect, lease, sell, take possession of, release or liquidate any of the
Collateral) or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement, the Notes, the
Subsidiary Guaranty, the Intercreditor Agreement or any other Transaction
Document, or by reason of being a holder of any Note, (b) the costs and
expenses, including financial advisors’ fees, incurred in connection with the
insolvency or bankruptcy of the Company or any Subsidiary or in connection with
any work-out or restructuring of the transactions contemplated hereby and by the
Notes and the Subsidiary Guaranty, (c) all costs
and expenses, including without limitation reasonable attorneys’ fees,
preparing, recording and filing all financing statements, instruments and other
documents to create, perfect and fully preserve and protect the Liens granted in
the Collateral Documents and the rights of the holders or of the Collateral
Agent for the benefit of the holders, (d) all costs and expenses of CT
Corporation incurred pursuant to Section 22.8 hereof, (e) the
fees, costs and expenses of the Collateral Agent and (f) the costs and expenses
incurred in connection with the initial filing of this Agreement and all related
documents and financial information with the SVO of the NAIC, provided, that such costs and
expenses under this clause (f) shall not exceed $3,000 per
series.  The Company will pay, and will save each Purchaser and each
other holder of a Note harmless from, all claims in respect of any fees, costs
or expenses, if any, of brokers and finders (other than those, if any, retained
by a Purchaser or other holder in connection with its purchase of the
Notes).

     

    Section
15.2.     
       Company Financial
Advisor.  Upon the earliest to occur of (i) Consolidated
Adjusted EBITDA, determined as of the end of the fiscal quarter ending March 31,
2009 and calculated for the fiscal quarter then ending, being less than
-$12,000,000, (ii) Consolidated Adjusted EBITDA, determined as of the end of the
fiscal quarter ending June 30, 2009 and calculated for the fiscal quarter then
ending, being less than $5,000,000, (iii) Consolidated Adjusted EBITDA,
determined as of the end of the fiscal quarter ending September 30, 2009 and
calculated for the fiscal quarter then ending, being less than $8,000,000, (iv)
Consolidated Adjusted EBITDA, determined as of the end of any fiscal quarter
thereafter and calculated for the fiscal quarter then ending, being less than
$15,000,000, or (v) the occurrence of any Event of Default, then, at  the request of the
Required Holders, the Company agrees to promptly engage at the Company’s sole
cost a financial consultant selected by the Company and reasonably acceptable to
the Required Holders (the “Company Financial Advisor”)
with a scope of authority, and engaged pursuant to terms and conditions, in each
case reasonably satisfactory to the Company and the Required
Holders.  The Company shall provide the Company Financial Advisor with
full onsite access to its books and records and the opportunity to discuss the
financial condition, performance, financial statements and other matters
regarding the Company and its Subsidiaries with their respective officers,
managers, other employees, directors, independent accountants and financial
advisors to permit the Company Financial Advisor to fully investigate any matter
that arises during its review of the financial and other information of the
Company and its Subsidiaries.  The Company Financial Advisor shall
fully share its work product with the Company and the holders.


    
      
         


      

      
        - 13
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    Section
15.3.        
    Noteholder Financial
Advisor.  The Company agrees that the holders or their counsel
may hire one consulting firm chosen by the Required Holders to act as financial
advisor (the “Noteholder
Financial Advisor”) to counsel for the holders and the
Company  agrees to pay the fees and expenses of the Noteholder
Financial Advisor, provided that such
fees shall be market reasonable (as reasonably determined by the Required
Holders) and expenses shall be incurred on a basis consistent with the Company’s
current travel and entertainment policy in effect on the Second Amendment
Effective Date and disclosed to the holders.  The Company and its
Subsidiaries shall provide the Noteholder Financial Advisor with reasonable
onsite access to their books and records during normal business hours and the
opportunity to discuss the financial condition, performance, financial
statements and other matters regarding the Company and its Subsidiaries with
their respective officers, managers, other employees, directors, independent
accountants and financial advisors to permit the Noteholder Financial Advisor to
fully investigate any matter that arises during its review of the financial and
other information of the Company and its Subsidiaries.  The Noteholder
Financial Advisor shall have no duty to share its work product with, or accept
instructions from, the Company, any Subsidiary or any Person working on their
behalf.  If a Company Financial Advisor has been retained and the
holders thereafter retain a Noteholder Financial Advisor, the holders agree that
they will use reasonable efforts to limit any duplicative efforts between the
Company Financial Advisor and the Noteholder Financial Advisor, as determined by
the Required Holders.

     

    Section 15.4
        
    Survival.  The payment obligations of
the Company under this Section
15 will survive the payment or transfer of any Note, the enforcement,
amendment or waiver of any provision of this Agreement, the Notes, the
Subsidiary Guaranty , the Intercreditor Agreement or any other Transaction
Document, and the termination of this Agreement.”

     

    1.26          Section
22.3 of the Note Purchase Agreement is amended by adding the following sentence
to the end thereof:

     

    “Notwithstanding
the foregoing or any other provision of this Agreement providing for any amount
to be determined in accordance with GAAP, for all purposes of this Agreement the
outstanding principal amount of any Debt of the Company or any Subsidiary of the
type described in clause (a), (b), (c), (e) or (g) of the definition of “Debt”
shall be equal to the actual outstanding principal amount thereof, except with
respect to letters of credit or instruments serving a similar function, the
actual face amount thereof, irrespective of the amount that might otherwise be
accounted for under GAAP as the amount of the liability of the Company or any
Subsidiary with respect thereto, and any determination of the net income (or net
loss), equity or assets of the Company shall not take into account any effect of
marking any such outstanding Debt of the Company or any Subsidiary to market
value.”


    
      
         


      

      
        - 14
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    1.27          Schedule
B to the Note Purchase Agreement is amended and restated in its entirety as set
forth on Annex II attached hereto.

     

    1.28          Exhibits
1-A and 1-B to the Note Purchase Agreement are amended and restated in their
entirety as set forth on Exhibits 1-A and 1-B hereto.

     

    1.29   
      Exhibit 2.2(a) to the Note Purchase
Agreement is amended and restated in its entirety as set forth on Exhibits
2.2(a) hereto.

     

    1.30          Schedule
5.15 to the Note Purchase Agreement is amended and restated in its entirety as
set forth on Schedule 5.15 hereto.

     

    1.31          New
Schedules 10.2-A, 10.2-B 10.14, 10.15 and 10.21 are added to the Note Purchase
Agreement in the form of Schedules 10.2-A, 10.2-B, 10.14, 10.15 and 10.21
attached hereto.

     

    
      	
              SECTION
      2.

            	
              WAIVER.

            


    

     

    Effective
on the Effective Date, the Noteholders waive the Existing Events of
Default.  The foregoing waiver shall be limited precisely as written
and shall relate solely to the Note Purchase Agreement in the manner and to the
extent described herein, and nothing in this Second Amendment shall be deemed to
(a) constitute a consent to or waiver of any Defaults or Events of Defaults
existing under the Note Purchase Agreement or any other Transaction Document
(other than the Existing Events of Default) nor of compliance by the Company or
any Subsidiary with respect to or any modification of any other term, provision
or condition of the Note Purchase Agreement or any other Transaction Document,
or (b) prejudice any right or remedy that the any holder may now have (after
giving effect to the foregoing waiver) or may have in the future under or in
connection with the Note Purchase Agreement or any other Transaction
Document.

     

    
      	
              SECTION
      3.

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

            


    

     

    To induce
the Noteholders to execute and deliver this Second Amendment (which
representations shall survive the execution and delivery of this Second
Amendment), the Company represents and warrants to the Noteholders
that:

     

    (a)           each
of this Second Amendment, the amended and restated Notes, the Collateral
Documents and each of the other Transaction Documents has been duly authorized,
executed and delivered by it and this Second Amendment constitutes the legal,
valid and binding obligation, contract and agreement of the Company enforceable
against it in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors’ rights generally;


    
      
         


      

      
        - 15
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    (b)           each
of the Note Purchase Agreement, as amended by this Second Amendment, the amended
and restated Notes, the Collateral Documents and each of the other Transaction
Documents constitutes the legal, valid and binding obligations, contracts and
agreements of the Company enforceable against it in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditors’ rights generally;

     

    (c)    
       the execution, delivery and
performance by the Company of this Second Amendment, the amended and restated
Notes, the Collateral Documents and each of the other Transaction Documents (i)
has been duly authorized by all requisite corporate action and, if required,
shareholder action, (ii) does not require the consent or approval of any
governmental or regulatory body or agency, and (iii) will not (A)(1) violate any
provision of law, statute, rule or regulation or its certificate of
incorporation or bylaws, (2) any order of any court or any rule, regulation or
order of any other agency or government binding upon it, or (3) any provision of
any indenture, agreement or other instrument to which it is a party or by which
its properties or assets are or may be bound, including without limitation the
Credit Agreement or 2005 Note Purchase Agreement, or (B) result in a breach or
constitute (alone or with due notice or lapse of time or both) a default under,
or require any consent or approval under, any indenture, agreement or other
instrument referred to in clause (iii)(A)(3) of this Section 3(c);

     

    (d)           after
giving effect to the waiver and amendments to the Note Purchase Agreement
contained in this Second Amendment, all the representations and warranties
contained in Section 5 of the Note Purchase Agreement and in the other
Transaction Documents are true and correct in all material respects with the
same force and effect as if made by the Company and the Subsidiary Guarantors on
and as of the date hereof;

     

    (e)           after
giving effect to the waiver and amendments to the Note Purchase Agreement
contained in this Second Amendment, no Default or Event of Default shall be in
existence;

     

    (f)    
       The corporate existence of each of the
Airedale Entities has been dissolved and terminated; and

     

    (g)           neither
the Company nor any of its Subsidiaries has paid or agreed to pay, and neither
the Company nor any of its Subsidiaries will pay or agree to pay, any fees or
other consideration for the amendments described in Section 4(c) below except as
set forth in or required pursuant to such amendments.

     

    
      	
              SECTION
    4.

            	
              CONDITIONS TO
      EFFECTIVENESS.

            


    

     

    This
Second Amendment shall not become effective until, and shall become effective on
the date (the “Effective
Date”) when, each and every one of the following conditions shall have
been satisfied:

     

    (a)           Each
of the following shall have been delivered to each Noteholder, each duly
executed and delivered by the party or parties thereto, in form and substance
satisfactory to the Noteholders and dated the Effective Date unless otherwise
indicated, and on the Effective Date in full force and effect with no event
having occurred and being then continuing that would constitute a default
thereunder or constitute or provide the basis for the termination
thereof:


    
      
         


      

      
        - 16
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    (i)          executed
counterparts of this Second Amendment, duly executed by the Company and the
holders, shall have been delivered to the Noteholders;

     

    (ii)         the
amended and restated Series A Notes, in the form of Exhibit 1-A attached hereto,
and the amended and restated Series B Notes, in the form of Exhibit 1-B
hereto;

     

    (iii)        the
Intercreditor Agreement, duly executed by the Collateral Agent, the Bank Agent,
the Noteholders and the holders of the notes outstanding under the 2005 Note
Purchase Agreement;

     

    (iv)    
   the Subsidiary Guaranty, in the form attached hereto as
Exhibit 2.2(a), duly executed by each Subsidiary Guarantor;

     

    (v)       
 the Security Agreement, duly executed by the Company, each Subsidiary
Guarantor and the Collateral Agent;

     

    (b)           each
Noteholder shall have received payment of the amendment fee due such holder as
provided in Section 5.1 and counsel to the Noteholders shall have received
payment of the fees and expenses due such counsel as provided in Section 5.2
hereof;

     

    (c)           the
Noteholders shall have received evidence satisfactory to them that a waiver and
amendment to the Credit Agreement and the 2005 Note Purchase Agreement, each in
form and substance satisfactory to the Noteholders, shall have been duly
executed and delivered by the Company and the required other parties and shall
be in full force and effect;

     

    (d)           the
Company shall have delivered a certificate of an Senior Financial Officer (i)
attaching a copy of the January 2009 Financial Forecasts, and (ii) certifying
that the January 2009 Financial Forecasts have been prepared by the Company on
the basis of assumptions which the Company reasonably believes were reasonable
when made in light of the historical performance of the Company and its
Subsidiaries and reasonably foreseeable business conditions, and that no facts
are known to the Company at the date thereof which, if reflected in the January
2009 Financial Forecasts, would result in a material adverse change in the
assets, liabilities, results of operations or cash flows reflected
therein;

     

    (e)           the
representations and warranties of the Company set forth in Section 3 hereof
shall be true and correct on the date of the effectiveness of this Second
Amendment;

     

    (f)  
         the Noteholders shall have
received lien searches in respect of the Company and its Subsidiaries in form
and substance satisfactory to the Noteholders;


    
      
         


      

      
        - 17
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    (g)           the
Noteholders shall have received copies of all chattel paper, instruments and
documents of title in which the Collateral Agent has been granted a security
interest and are then required under the Collateral Documents to be delivered to
the Collateral Agent, together with the related transfer documents executed in
blank, in each case received by the Collateral Agent, all Uniform Commercial
Code financing statements perfecting the security interests and liens granted to
the Collateral Agent, duly filed in all offices necessary to perfect such
security interests and liens or deemed by such Purchaser to be advisable, and
all such other certificates, documents, agreements, recording and filings
necessary to establish a valid and perfected first priority lien and security
interest (subject only to Liens described in Section 10.4 of the Note
Purchase Agreement) in favor of the Collateral Agent in all of the Collateral or
deemed by the Required Holders or the Collateral Agent to be
advisable;

     

    (h)           the
Company shall have delivered from insurance carriers acceptable to the
Noteholders certificates of insurance in such forms and amounts acceptable to
the Noteholders evidencing insurance required to be maintained under Section 9.2
of the Note Purchase Agreement or under any of the Collateral Documents under
insurance policies with additional insured and loss payable clauses in favor of
the Collateral Agent and acceptable to the Noteholders;

     

    (i)   
        the Noteholders shall have
received a copy of the resolutions of the Board of Directors of the Company and
each Subsidiary Guarantor authorizing the execution, delivery and performance by
the Company or such Subsidiary Guarantor of this Second Amendment, the amended
and restated Notes, the Collateral Documents and the Subsidiary Guaranty, as
applicable, to which it is a party, certified by its Secretary or an Assistant
Secretary;

     

    (j)    
       the Noteholders shall have received an
opinion of counsel to the Company and the Subsidiary Guarantors in form and
substance satisfactory to the Noteholders;

     

    (k)           the
Company shall have provided all other due diligence materials requested by the
Noteholders; and

     

    (l)  
         all corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incident thereto shall be satisfactory in
substance and form to the Noteholders, and the Noteholders shall have received
all such counterpart originals or certified or other copies of such documents as
it may reasonably request.


    
      
         


      

      
        - 18
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              SECTION
      5.

            	
              AMENDMENT
      FEE; PAYMENT OF NOTEHOLDERS’ COUNSEL FEES AND
  EXPENSES.

            


    

     

    5.1           In
consideration of the execution and delivery by the Noteholders of this Second
Amendment, the Company agrees to pay to each holder of a Note on or before the
Effective Date an amendment fee in an amount equal to 0.75% of the outstanding
principal amount of the Notes held by such holder.

     

    5.2           The
Company agrees to pay upon demand, the reasonable fees and expenses of Schiff
Hardin LLP, counsel to the Noteholders, in connection with the negotiation,
preparation, approval, execution and delivery of this Second
Amendment.

     

    
      	
              SECTION
      6.

            	
              MISCELLANEOUS.

            


    

     

    6.1           This
Second Amendment shall be construed in connection with and as part of the Note
Purchase Agreement, and except as modified and expressly amended by this Second
Amendment, all terms, conditions and covenants contained in the Note Purchase
Agreement and the Notes are hereby ratified and shall be and remain in full
force and effect.  The Company and the Subsidiary Guarantors
acknowledge and agree that no holder is under any duty or obligation of any kind
or nature whatsoever to grant the Company any additional amendments or waivers
of any type, whether or not under similar circumstances, and no course of
dealing or course of performance shall be deemed to have occurred as a result of
the amendments herein.

     

    6.2           Any
and all notices, requests, certificates and other instruments executed and
delivered after the execution and delivery of this Second Amendment may refer to
the Note Purchase Agreement without making specific reference to this Second
Amendment but nevertheless all such references shall include this Second
Amendment unless the context otherwise requires.

     

    6.3           The
Company represents and warrants that it is not aware of any claims or causes of
action against any Noteholder or any of their respective affiliates, successors
or assigns, and that it has no defenses, offsets or counterclaims with respect
to the Note Purchase Agreement, the Notes or any of the other Transaction
Documents.  Notwithstanding this representation and as further
consideration for the agreements and understandings herein, the Company, on
behalf of itself and its Subsidiaries, employees, agents, executors, heirs,
successors and assigns (the "Releasing Parties"), hereby releases each
Noteholder and their respective predecessors, officers, directors, employees,
agents, attorneys, affiliates, subsidiaries, successors and assigns (the
"Released Parties"), from any liability, claim, right or cause of action which
now exists or hereafter arises as a result of acts, omissions or events
occurring on or prior to the date hereof, whether known or unknown, including
but not limited to claims arising from or in any way related to this Second
Amendment, the Note Purchase Agreement and the other Transaction Documents, all
transactions relating to this Second Amendment, the Note Purchase Agreement or
any of the other Transaction Documents or the business relationship among, or
any other transactions or dealings among the Releasing Parties or any of them
and the Released Parties or any of them.


    
      
         


      

      
        - 19
-

        
          

        

      

      
         


      

    


    6.4           The
Company acknowledges and agrees that each Noteholder has fully performed all of
its obligations under the Note Purchase Agreement and the other Transaction
Documents, and that all actions taken by such Noteholder are reasonable and
appropriate under the circumstances and within their rights under the Note
Purchase Agreement and the other Transaction Documents.  The actions
of each Noteholder taken pursuant to this Second Amendment and the documents
referred to herein are in furtherance of their efforts as secured lenders
seeking to collect the obligations owed to them.  Nothing contained in
this Second Amendment shall be deemed to create a partnership, joint venture or
agency relationship of any nature between the Company, its Subsidiaries, and the
Noteholders.  The Company, its Subsidiaries, and the Noteholders agree
that notwithstanding the provisions of this Second Amendment, each of the
Company and its Subsidiaries remain in control of their respective business
operations and determine the business plans (including employment, management
and operating directions) for its business.

     

    6.5           The
descriptive headings of the various Sections or parts of this Second Amendment
are for convenience only and shall not affect the meaning or construction of any
of the provisions hereof.

     

    6.6           This
Second Amendment shall be governed by and construed in accordance with New York
law.

     

    6.7           The
execution hereof by you shall constitute a contract between us for the uses and
purposes hereinabove set forth, and this Second Amendment may be executed in any
number of counterparts, each executed counterpart constituting an original, but
all together only one agreement.

     

    * * * *
*


    
      
         


      

      
        - 20
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                MODINE
      MANUFACTURING COMPANY

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:    /s/ Bradley C.
      Richardson

              
	 
      	
                Name:    Bradley
      C. Richardson

              
	 
      	
                Title:    Executive
      Vice President – Corporate Strategy and Chief Financial
      Officer

              


      

    

    


    


    [Signature
Page – Second Amendment to 2006]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	
                      ACCEPTED
      AND AGREED TO:

                    
	
                      THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      By:

                    	/s/
      David S. Quackenbush	 
      
	
                      Title:

                    	
                      Vice
      President

                    	 
      
	 
      	 
      	 
      
	
                      GIBRALTAR
      LIFE INSURANCE CO., LTD.

                    
	 
      	 
      	 
      
	
                      By:

                    	
                      Prudential
      Investment Management (Japan), Inc.

                    	 
      
	 
      	
                      as
      Investment Manager

                    	 
      
	 
      	 
      	 
      
	
                      By:

                    	
                      Prudential
      Investment Management, Inc.,

                    	 
      
	 
      	
                      as
      Sub-Adviser

                    	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      By:

                    	/s/
      David S. Quackenbush	 
      
	
                      Title:

                    	
                      Vice
      President

                    	 
      
	 
      	 
      	 
      
	
                      PRUDENTIAL
      RETIREMENT INSURANCE AND ANNUITY COMPANY

                    
	 
      	 
      	 
      
	
                      By:

                    	
                      Prudential
      Investment Management, Inc.,

                    	 
      
	 
      	
                      as
      investment manager

                    	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      By:

                    	/s/
      David S. Quackenbush	 
      
	
                      Title:

                    	
                      Vice
      President

                    	 
      


            

          

        

      

    

    


    


    [Signature
Page – Second Amendment to 2006]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    THE
      PRUDENTIAL INSURANCE COMPANY, LTD.

                  
	 
      	 
      	 
      
	
                    By:

                  	
                    Prudential
      Investment Management (Japan), Inc.

                  	 
      
	 
      	
                    as
      Investment Manager

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                    Prudential
      Investment Management, Inc.,

                  	 
      
	 
      	
                    as
      Sub-Adviser

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    By:

                  	/s/
      David S. Quackenbush	 
      
	
                    Title:

                  	
                    Vice
      President

                  	 
      
	 
      	 
      	 
      
	
                    AMERICAN
      BANKERS INSURANCE COMPANY OF FLORIDA, INC.

                  
	
                    AMERICAN
      MEMORIAL LIFE INSURANCE COMPANY

                  
	
                    AMERICAN
      SECURITY INSURANCE COMPANY

                  
	
                    TIME
      INSURANCE COMPANY

                  
	
                    UNION
      SECURITY INSURANCE COMPANY

                  
	
                    SECURITY
      BENEFIT LIFE INSURANCE COMPANY, INC.

                  
	
                    ZURICH
      AMERICAN INSURANCE COMPANY

                  
	 
      	 
      	 
      
	
                    By:

                  	
                    Prudential
      Private Placement Investors, L.P.

                  	 
      
	 
      	
                    (as
      Investment Advisor)

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                    Prudential
      Private Placement Investors, Inc.

                  	 
      
	 
      	
                    (as
      its General Partner)

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                    By:

                  	/s/
      David S. Quackenbush	 
      
	
                    Title:

                  	
                    Vice
      President

                  	 
      


          

        

      

    

    


    


    [Signature
Page – Second Amendment to 2006]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                TEACHERS
      INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Brian Roelke

              	 
      
	
                Name:

              	
                Brian Roelke

              	 
      
	
                Title:

              	
                Director

              	 
      


      

    

    


    


    [Signature
Page – Second Amendment to 2006]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  COUNTRY
      LIFE INSURANCE COMPANY

                
	 
      	 
      
	 
      	 
      
	
                  By:

                	
                  /s/ John Jacobs

                
	
                  Name:

                	
                  John
      Jacobs

                
	
                  Title:

                	
                  Director
      – Fixed Income

                


        

      

    

    


    


    [Signature
Page – Second Amendment to 2006]


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  STANDARD
      INSURANCE COMPANY

                
	 
      	 
      
	 
      	 
      
	
                  By:

                	
                  /s/ Julie Grandstaff

                
	
                  Name:

                	
                  Julie
      Grandstaff

                
	
                  Title:

                	
                  Vice
      President & Managing
Director

                


        

      

    

    


    


    [Signature
Page – Second Amendment to 2006]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [Form Of Series A
Note]

    


    THIS
SERIES A NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND, UNLESS SO REGISTERED, MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT OR
IF SAID ACT DOES NOT APPLY.

     

    MODINE
MANUFACTURING COMPANY

     

    Amended
and Restated Senior Secured Note, Series A, due December 7, 2017

     

    
      
        	
                No.
      RA-[__________________]

              	
                [Date]

              
	
                $[_______________]

              	
                PPN
      607828 C#5

              


      

    

    


    FOR VALUE
RECEIVED, the undersigned, MODINE MANUFACTURING COMPANY (herein called the “Company”), a corporation
organized and existing under the laws of the State of Wisconsin, hereby promises
to pay to [____________________], or registered assigns, the principal sum of
[____________________] DOLLARS (or so much thereof as shall not have been
prepaid) on December 7, 2017, with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid balance hereof (a) at the Applicable
Rate per annum from the date hereof, payable quarterly, on the 7th day of March,
June, September and December in each year, commencing with the March 7, June 7,
September 7 or December 7 next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted by
law, on any overdue payment of interest and, during the continuance of an Event
of Default, on such unpaid balance and on any overdue payment of any Make-Whole
Amount, at a rate per annum from time to time equal to the greater of (i) the
Applicable Rate plus 2.00% or (ii) 2.0% over the rate of interest publicly
announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York
as its “base” or “prime” rate payable quarterly as aforesaid (or, at the option
of the registered holder hereof, on demand).

     

    Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office of the Company in Racine, Wisconsin, or at such other place as the
Company shall have designated by written notice to the holder of this Note as
provided in the Note Purchase Agreement referred to below.

     

    This
Series A Note is one of a series of Senior Notes (herein called the “Series A Notes”) issued
pursuant to the Note Purchase Agreement, dated as of December 7, 2006 (as from
time to time amended, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is
entitled to the benefits thereof.  Each holder of this Series A Note
will be deemed, by its acceptance hereof, to have (i) agreed to the
confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) made the representation set forth in Section 6.3 of the Note
Purchase Agreement.  Unless otherwise indicated, capitalized terms
used in this Series A Note shall have the respective meanings ascribed to such
terms in the Note Purchase Agreement.

     

    Exhibit
1-A

    (to
Second Amendment to Note Purchase Agreement)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Series A Note is a registered Series A Note and, as provided in the Note
Purchase Agreement, upon surrender of this Series A Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder’s attorney duly
authorized in writing, a new Series A Note for a like principal amount will be
issued to, and registered in the name of, the transferee.  Prior to
due presentment for registration of transfer, the Company may treat the person
in whose name this Series A Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company will
not be affected by any notice to the contrary.

     

    The
Company will make required prepayments of principal on the dates and in the
amounts specified in the Note Purchase Agreement.  This Series A Note
is also subject to optional prepayment, in whole or from time to time in part,
at the times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

     

    This
Series A Note is secured by, and entitled to the benefits of, the Collateral
Documents and is guaranteed pursuant to one or more Subsidiary Guaranties
executed by certain guarantors.  Reference is made to the Collateral
Documents for a statement concerning the terms and conditions governing the
collateral security for the obligations of the Company hereunder and reference
is made to such Subsidiary Guaranties for a statement concerning the terms and
conditions governing such guarantee of the obligations of the Company
hereunder.

     

    If an
Event of Default occurs and is continuing, the principal of this Series A Note
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided in the
Note Purchase Agreement.

     

    This Note
(i) merely re-evidences the indebtedness previously evidenced by the Company’s
5.68% Senior Note, Series A, due December 7, 2017, No. RA-[_____] (the “Existing
Note”), (ii) is given in exchange for, and not as payment of, the Existing Note,
and (iii) is in no way intended to constitute a novation of the Existing
Note.

     

    This
Series A Note shall be construed and enforced in accordance with, and the rights
of the parties shall be governed by, the law of the State of New York, excluding
choice-of-law principles of the law of such State that would require application
of the laws of a jurisdiction other than such State.


    
      
         


      

      
        E-1-A-2

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  	 
      	
                          Modine
      Manufacturing Company

                        
	 	 
	 	 
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        	 
      
	 
      	
                          Title:

                        	 
      


                

              

            

          

        

      

    


    
      
         


      

      
        E-1-A-3

        
          

        

      

      
         


      

    


    [Form
of Series B Note]

     

    THIS
SERIES B NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND, UNLESS SO REGISTERED, MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT OR
IF SAID ACT DOES NOT APPLY.

     

    Modine
Manufacturing Company

     

    Amended
and Restated Senior Secured Note, Series B, due December 7, 2017

     

    
      
        	
                No.
      RB-[__________]

              	
                [Date]

              
	
                $[__________]

              	
                PPN
      607828 D@6

              


      

    

    


    For Value
Received, the undersigned, Modine Manufacturing Company (herein called the “Company”), a corporation
organized and existing under the laws of the State of Wisconsin, hereby promises
to pay to [____________________], or registered assigns, the principal sum of
[____________________] DOLLARS (or so much thereof as shall not have been
prepaid) on December 7, 2017, with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid balance hereof (a) at the Applicable
Rate per annum from the date hereof, payable quarterly, on the 7th day of March,
June, September and December in each year, commencing with the March 7, June 7,
September 7 or December 7 next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted by
law, on any overdue payment of interest and, during the continuance of an Event
of Default, on such unpaid balance and on any overdue payment of any Make-Whole
Amount, at a rate per annum from time to time equal to the greater of (i) the
Applicable Rate plus 2.00% or (ii) 2.0% over the rate of interest publicly
announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York
as its “base” or “prime” rate payable quarterly as aforesaid (or, at the option
of the registered holder hereof, on demand).

     

    Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office of the Company in Racine, Wisconsin, or at such other place as the
Company shall have designated by written notice to the holder of this Note as
provided in the Note Purchase Agreement referred to below.

     

    This
Series B Note is one of a series of Senior Notes (herein called the “Series B Notes”) issued
pursuant to the Note Purchase Agreement, dated as of December 7, 2006 (as from
time to time amended, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is
entitled to the benefits thereof.  Each holder of this Series B Note
will be deemed, by its acceptance hereof, to have (i) agreed to the
confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) made the representation set forth in Section 6.3 of the Note
Purchase Agreement.  Unless otherwise indicated, capitalized terms
used in this Series B Note shall have the respective meanings ascribed to such
terms in the Note Purchase Agreement.

     

    Exhibit
1-B

    (to
Second Amendment to Note Purchase Agreement)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Series B Note is a registered Series B Note and, as provided in the Note
Purchase Agreement, upon surrender of this Series B Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder’s attorney duly
authorized in writing, a new Series B Note for a like principal amount will be
issued to, and registered in the name of, the transferee.  Prior to
due presentment for registration of transfer, the Company may treat the person
in whose name this Series B Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company will
not be affected by any notice to the contrary.

     

    The
Company will make required prepayments of principal on the dates and in the
amounts specified in the Note Purchase Agreement.  This Series B Note
is also subject to optional prepayment, in whole or from time to time in part,
at the times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

     

    This
Series B Note is secured by, and entitled to the benefits of, the Collateral
Documents and is guaranteed pursuant to one or more Subsidiary Guaranties
executed by certain guarantors.  Reference is made to the Collateral
Documents for a statement concerning the terms and conditions governing the
collateral security for the obligations of the Company hereunder and reference
is made to such Subsidiary Guaranties for a statement concerning the terms and
conditions governing such guarantee of the obligations of the Company
hereunder.

     

    If an
Event of Default occurs and is continuing, the principal of this Series B Note
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided in the
Note Purchase Agreement.

     

    This Note
(i) merely re-evidences the indebtedness previously evidenced by the Company’s
5.68% Senior Note, Series B, due December 7, 2018, No. RB-[____] (the “Existing
Note”), (ii) is given in exchange for, and not as payment of, the Existing Note,
and (iii) is in no way intended to constitute a novation of the Existing
Note.

     

    This
Series B Note shall be construed and enforced in accordance with, and the rights
of the parties shall be governed by, the law of the State of New York, excluding
choice-of-law principles of the law of such State that would require application
of the laws of a jurisdiction other than such State.


    
      
         


      

      
        E-1-B-2

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	 
      	
                      Modine
      Manufacturing Company

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    


    
      
         


      

      
        E-1-B-3

        
          

        

      

      
         


      

    


    ANNEX
I

    


    


    SECTION
10.     Negative Covenants.

     

    The
Company covenants that so long as any of the Notes are outstanding:

     

    Section
10.1           Limitations
on Consolidated Total Debt.  The Company will not permit as of
the last day of each fiscal quarter set forth below the ratio of (a)
Consolidated Total Debt minus the amount of any cash collateral provided for any
of the Secured Obligations, to (b) Consolidated Adjusted EBITDA for the four
consecutive fiscal quarters then most recently ended, to exceed the ratios set
forth opposite such fiscal quarter:

     

    
      
        
          
            	
                    Fiscal Quarter

                  	
                    Maximum

                    Leverage Ratio

                  
	
                    Fiscal
      quarter ending March 31, 2010

                  	
                    7.25
      to 1.0

                  
	
                    Fiscal
      quarter ending June 30, 2010

                  	
                    5.5
      to 1.00

                  
	
                    Fiscal
      quarter September 30, 2010

                  	
                    4.75
      to 1.00

                  
	
                    Fiscal
      quarter ending December 31, 2010

                  	
                    3.75
      to 1.0

                  
	
                    Fiscal
      quarters ending March 31, 2011 and June 30, 2011

                  	
                    3.50
      to 1.0

                  
	
                    Any
      fiscal quarter ending thereafter

                  	
                    3.00
      to 1.0

                  


          

        

      

    

    


    Section
10.2          Limitations on
Debt.  The Company will not, nor will it permit any Subsidiary
to, create, incur or suffer to exist any Debt, except:

     

    (a)           the
Notes;

     

    (b)           the
Notes (as defined in the 2005 Note Purchase Agreement);

     

    (c)           the
Loans and the Reimbursement Obligations (each as defined in the Credit Agreement
as in effect on the Second Amendment Effective Date); provided that the
aggregate principal amount of the Debt thereunder shall not at any time exceed
$175,000,000 less (i) an amount not to exceed $15,000,000 equal to the amount by
which the dollar equivalent of the Euro amount of any credit facility or
facilities (based on commitments) entered into by the Modine Holding
Consolidated Group exceeds $5,000,000, (ii) the aggregate amount of prepayments
of the principal amount of the Advances (as defined in the Credit Agreement as
in effect on the Second Amendment Effective Date) made pursuant to Section 9.12 and (iii) 38.524590163% of
the aggregate amount of all payments made to the Collateral Agent pursuant to
Section
9.12.


    
      
         


      

      
        Annex
I-1

        
          

        

      

      
         


      

    


    (d)           Debt
of a Subsidiary owed to the Company or to a Wholly-Owned Subsidiary to the
extent permitted under Section
10.15;

     

    (e)           Debt
described in Schedule 10.2-A not exceeding the commitment limits set forth
therein, and extensions, renewals and replacements of any such Debt to the
extent such extensions, renewals and replacements do not increase the
outstanding principal amount thereof;

     

    (f)     
      Receivables Transaction Attributed
Indebtedness;

     

    (g)           Debt,
in addition to Debt permitted pursuant to subsections (a)-(f) above, of the
Modine Holding Consolidated Group in an aggregate principal amount not to
exceed €35,000,000; and

     

    (h)           Debt,
in addition to Debt permitted pursuant to subsections (a)-(g) above, in an
aggregate amount at any time outstanding not to exceed
$10,000,000.

     

    Notwithstanding
anything herein to the contrary, the Company will not permit or suffer to exist
itself or any of its Subsidiaries (other than Modine Korea) to have any
Guaranty, or any other liability or obligation of any kind, with respect to any
Debt or any other obligation or liability of Modine Korea, except such Guaranty
or other liability or obligation existing on the Second Amendment Effective Date
and described on Schedule 10.2-B, but no increase in the amount thereof as
reduced from time to time.

     

    Section
10.3         Interest Expense
Coverage Ratio.  The Company will not permit, at the end of any
fiscal quarter set forth below, the ratio of (a) Consolidated Adjusted EBITDA
for the period of the four consecutive fiscal quarters ended with such fiscal
quarter, to (b) Consolidated Interest Expense for the period of the four
consecutive fiscal quarters ended with such fiscal quarter, to be less than the
amount set forth in the table below for such fiscal quarter:

     

    
      
        
          	
                  Fiscal Quarter

                	
                  Minimum

                  Interest Expense

                  Coverage Ratio

                
	
                  Fiscal
      quarter ending March 31, 2010

                	
                  1.50
      to 1.0

                
	
                  Fiscal
      quarter ending June 30, 2010

                	
                  2.00
      to 1.00

                
	
                  Fiscal
      quarter September 30, 2010

                	
                  2.50
      to 1.00

                
	
                  Any
      fiscal quarter ending thereafter

                	
                  3.00
      to 1.0

                


        

      

    

    


    Section
10.4          Limitation on
Liens.  The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist
(upon the happening of a contingency or otherwise) any Lien on or with respect
to any property or asset (including, without limitation, any document or
instrument in respect of goods or accounts receivable) of the Company or any
such Subsidiary, whether now owned or held or hereafter acquired, or any income
or profits therefrom or assign or otherwise convey any right to receive income
or profits, except:


    
      
         


      

      
        Annex
I-2

        
          

        

      

      
         


      

    


    (a)           Liens
for property taxes and assessments or governmental charges or levies and Liens
securing claims or demands of mechanics and materialmen; provided that payment thereof
is not at the time required by Section 9.4;

     

    (b)           Liens
incidental to the conduct of business or the ownership of properties and assets
(including Liens in connection with worker’s compensation, unemployment
insurance and other like laws, warehousemen’s and attorneys’ liens and statutory
landlords’ liens) and Liens to secure the performance of bids, tenders or trade
contracts, or to secure statutory obligations, surety or appeal bonds or other
Lien of like general nature, in any such case incurred in the ordinary course of
business and not in connection with the borrowing of money; provided that (i) any such
Lien secures only amounts not due and payable or the payment of which is being
contested in good faith by appropriate actions or proceedings and (ii) any such
Lien does not materially impair the business of the Company and its Subsidiaries
taken as a whole or the value of the related property for the purposes of such
business;

     

    (c)           any
attachment or judgment Lien, unless the judgment it secures shall not, within 60
days after the entry thereof, have been discharged or execution thereof stayed
pending appeal, or shall not have been discharged within 60 days after the
expiration of any such stay;

     

    (d)           Liens
existing as of the date of Second Amendment Effective Date and described on
Schedule 5.15
hereto;

     

    (e)           survey
exceptions or minor encumbrances, leases or subleases granted to others,
easements or reservations, or rights of others for rights-of-way, utilities and
other similar purposes, or zoning or other restrictions as to the use of real
properties, (i) which are necessary for the conduct of the activities of the
Company and its Subsidiaries or which customarily exist on properties of
corporations engaged in similar activities and similarly situated and (ii) which
do not in any event materially impair their use in the operation of the business
of the Company and its Subsidiaries taken as a whole or the value of such
properties;

     

    (f)       
    Liens created or incurred after the date of the Closing
given to secure the payment of the purchase price incurred in connection with
the acquisition or purchase or the cost of construction of property or of assets
useful and intended to be used in carrying on the business of the Company or a
Subsidiary, including Liens existing on such property or assets at the time of
acquisition thereof or at the time of completion of construction, as the case
may be, whether or not such existing Liens were given to secure the payment of
the acquisition or purchase price or cost of construction, as the case may be,
of the property or assets to which they attach; provided that (i) the Lien
shall attach solely to the property or assets acquired, purchased or
constructed, (ii) such Lien shall have been created or incurred within 180 days
of the date of acquisition or purchase or completion of construction, as the
case may be, (iii) at the time of acquisition or purchase or of completion of
construction of such property or assets, the aggregate amount remaining unpaid
on all Debt secured by Liens on such property or assets, whether or not assumed
by the Company or a Subsidiary, shall not exceed an amount equal to 100% of the
lesser of the total purchase price or fair market value at the time of
acquisition or purchase (as determined by a Responsible Officer of the Company)
or the cost of construction on the date of completion thereof, (iv) Debt secured
by any such Lien shall have been created or incurred within the applicable
limitations provided in
Sections 10.1 and 10.2, (v) at the time of
creation, issuance, assumption, guarantee or incurrence of the Debt secured by
such Lien and after giving effect thereto and to the application of the proceeds
thereof, no Event of Default would exist and (vi) the aggregate outstanding
amount of Debt secured by all such Liens shall not exceed $10,000,000 at any
time;


    
      
         


      

      
        Annex
I-3

        
          

        

      

      
         


      

    


    (g)           Liens
incurred in connection with any transfer of an interest in accounts or notes
receivable or related assets as part of a Qualified Receivables
Transaction;

     

    (h)           Liens
in favor of the Collateral Agent securing the Secured Obligations and subject to
the Intercreditor Agreement;

     

    (i)    
       Liens in favor of the Bank Agent in
(1) property of Foreign Subsidiaries to secure the obligations of Foreign
Subsidiaries that are borrowers under the Credit Agreement and (2) cash
collateral accounts of the Company and its Domestic Subsidiaries with deposits
not in excess of $10,000,000 in the aggregate securing obligations of the
Company and Domestic Subsidiaries under Swap Contracts in existence prior to the
Second Amendment Effective Date (but not extensions, renewals or rollovers
thereof); and

     

    (j)      
     Liens on assets of the Modine Holding Consolidated
Group securing Debt owing by the Modine Holding Consolidated Group and permitted
under Section 10.2(g) ; and

     

    (k)      
     in addition to Liens otherwise described in
clauses (a) through (j) above, Liens securing an aggregate amount of Debt
outstanding at any time of no more than $10,000,000.

     

    Section
10.5         Sale of
Assets.  The Company will not, and will not permit any
Subsidiary to, sell, lease, transfer, abandon or otherwise dispose of assets
including, without limitation, pursuant to any Sale and Leaseback Transaction;
provided that the
foregoing restrictions do not apply to:

     

    (a)           the
sale, lease, transfer or other disposition of assets of a Subsidiary to the
Company or a Wholly-owned Subsidiary; or

     

    (b)           the
following sale, lease or other dispositions of assets:

     

    (i) sales
of inventory in the ordinary course of business;

    


    (ii) sale
or other disposition of Modine Korea, whether by sale of Equity Interests or
assets, and other assets owned by Foreign Subsidiaries related to the
Korean-based vehicular HVAC business; and


    
      
         


      

      
        Annex
I-4

        
          

        

      

      
         


      

    


    (iii) leases,
sales or other dispositions of property that, together with all other property
of the Company and its Subsidiaries previously leased, sold or disposed of as
permitted by this clause (iii) during the twelve-month period ending with the
month in which any such lease, sale or other disposition occurs, do not
constitute a Substantial Portion of the property of the Company and its
Subsidiaries, provided that, after giving effect to any such lease, sale or
other disposition, no Default or Event of Default shall have occurred and be
continuing; and

    


    (iv) any
transfer of an interest in accounts or notes receivable and related assets
permitted under Section
10.23.

    


    provided
that, in the case of any lease, sale or other disposition under clauses (ii),
(iii) or (iv) of this Section
10.5(b), the proceeds of such any such lease, sale or other disposition
are applied in accordance with Section 9.12.

    


    Section
10.6         Mergers,
Consolidations and Sales of Assets.  The Company will not, and
will not permit any Subsidiary to, consolidate with or be a party to a merger
with any other Person, or sell, lease or otherwise dispose of all or
substantially all of its assets; provided that any Subsidiary
may sell substantially all its assets if such sale is permitted under Section 10.5(c) of this
Agreement; and any Subsidiary may merge or consolidate with or into the Company
or any Wholly-owned Subsidiary so long as in (i) any merger or consolidation
involving the Company, the Company shall be the surviving or continuing
corporation and (ii) in any merger or consolidation involving a Wholly-owned
Subsidiary (and not the Company), the Wholly-owned Subsidiary shall be the
surviving or continuing corporation or limited liability company.

     

    Section
10.7          Transactions
with Affiliates.  The Company will not and will not permit any
Subsidiary to enter into directly or indirectly any transaction or group of
related transactions (including without limitation the purchase, lease, sale or
exchange of properties of any kind or the rendering of any service) with any
Affiliate (other than the Company or another Subsidiary), except (a) in the
ordinary course and pursuant to the reasonable requirements of the Company’s or
such Subsidiary’s business and upon fair and reasonable terms no less favorable
to the Company or such Subsidiary than would be obtainable in a comparable
arm’s-length transaction with a Person not an Affiliate; and (b) transactions
between the Company or any Subsidiary, on the one hand, and any Subsidiary or
other special purpose entity created to engage solely in a Qualified Receivables
Transaction.

     

    Section
10.8          Line of
Business.  The Company will not and will not permit any
Subsidiary to engage in any business if, as a result, the general nature of the
business in which the Company and its Subsidiaries, taken as a whole, would then
be engaged would be substantially changed from the general nature of the
business in which the Company and its Subsidiaries, taken as a whole, are
engaged on the date of this Agreement as described in the
Memorandum.  The Company will not and will not permit any Subsidiary
to discontinue or eliminate a business line or segment; provided that the
foregoing limitation on the discontinuation or elimination of a business line or
segment shall not prohibit the liquidation and dissolution of any Subsidiary or
the discontinuation or elimination of any business line or segment, provided
that (i) the Company shall have reasonably determined that such business line or
segment being discontinued or eliminated is a non-core business of the Company
and its Subsidiaries, (ii) any sale of assets relating to any discontinuation or
elimination of any business line or segment or any liquidation or dissolution of
any Subsidiary shall be subject to the limitation on the sale, lease or other
transfer of assets described in Section 10.5 and the
requirements under Section
9.12 and the
other terms of this Agreement, and (iii) after giving effect to any such
liquidation or dissolution or discontinuation or elimination of any business
line or segment, no Default or Event of Default shall have occurred and be
continuing or would be caused thereby.


    
      
         


      

      
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I-5

        
          

        

      

      
         


      

    


    Section
10.9         Terrorism Sanctions
Regulations.  The Company will not and will not permit any
Subsidiary to (a) become a Person described or designated in the Specially
Designated Nationals and Blocked Persons List of the Office of Foreign Assets
Control or in Section 1 of the Anti-Terrorism Order or (b) knowingly engage in
any dealings or transactions with any such Person in violation of applicable
Laws.

     

    Section
10.10       [Intentionally
Omitted].  

     

    Section
10.11       Minimum
EBITDA.  The Company will not permit the Consolidated Adjusted
EBITDA, determined as of the end of each fiscal quarter set forth below, to be
less than the amount set forth opposite such fiscal quarter:

     

    


    
      
        
          
            	
                    Fiscal Quarter

                  	 	
                    Minimum Consolidated

                    Adjusted EBITDA

                  	 
	
                    Fiscal
      quarter ending March 31, 2009, as calculated for the fiscal quarter then
      ending

                  	 	$	-
      25,000,000	 
	
                    Fiscal
      quarter ending June 30, 2009, as calculated for the two consecutive fiscal
      quarters then ending

                  	 	$	-
      22,000,000	 
	
                    Fiscal
      quarter ending September 30, 2009, as calculated for the three consecutive
      fiscal quarters then ending

                  	 	$	-
      14,000,000	 
	
                    Fiscal
      quarter ending December 31, 2009, as calculated for the four consecutive
      fiscal quarters then ending

                  	 	$	1,750,000	 
	
                    Fiscal
      quarter ending March 31, 2010 and each fiscal quarter thereafter, as
      calculated for the four consecutive fiscal quarters then
      ending

                  	 	$	35,000,000	 


          

        

      

    

    


    Section
10.12      Capital
Expenditures.  The Company will not permit or suffer
Consolidated Capital Expenditures in excess of (i) $30,000,000 for the fiscal
quarter ending March 31, 2009, (ii) $65,000,000 for the fiscal year ending March
31, 2010, or (iii) $70,000,000 for any fiscal year ending thereafter; in each
case in addition to any replacement or rebuilding of any real property or
equipment from the Net Proceeds from any Event of Loss of real property or
equipment as provided in clause (v) of the definition of Excluded
Sales.


    
      
         


      

      
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I-6

        
          

        

      

      
         


      

    


    Section
10.13       Restricted
Payments.  The Company will not, nor will it permit any
Subsidiary to, declare or make any Restricted Payment except any Subsidiary may
declare and pay dividends or make distributions to the Company or to a
Wholly-Owned Subsidiary.  The Company will not issue any Disqualified
Stock.

     

    Section
10.14       Loans or Advances. Neither
the Company nor any of its Subsidiaries shall make loans or advances to any
Person except:

     

    (a)            [Intentionally
Omitted];

     

    (b)           
deposits required by government agencies or public utilities;

     

    (c)           
existing loans or advances between the Company and its Subsidiaries and between
Subsidiaries described on Schedule 10.14 hereto, but no
increase in the amount thereof (except to the extent increased amounts are
permitted under another clause of this Section 10.14);

     

    (d)      
     loans or advances from any Foreign Subsidiaries to
the Company or any Subsidiary Guarantor, provided that such loans and advances
are evidenced by documents satisfactory to the Required Holders and are
subordinated to all Secured Obligations on terms and by agreements satisfactory
to the Required Holders;

     

    (e)      
     loans and advances between the Company and the
Subsidiary Guarantors, provided that such loans and advances are evidenced by
documents satisfactory to the Required Holders; and

     

    (f)    
       loans and advances between Foreign
Subsidiaries, provided that such loans and advances are (i) evidenced by
documents satisfactory to the Required Holders and (ii) if such loans and
advances are owing by a Foreign Subsidiary that is a borrower under the Credit
Agreement or any Foreign Subsidiary guaranteeing the Secured Obligations of such
Foreign Subsidiary that is a borrower under the Credit Agreement, subordinated
to all Secured Obligations owing by such Foreign Subsidiary that is a borrower
under the Credit Agreement on terms and by agreements satisfactory to the
Required Holders; and

     

    (g)           other
loans and advances made in the ordinary course of business not exceeding
$10,000,000 in the aggregate at any time outstanding;

     

    provided
that after giving effect to the making of any loans, advances or deposits
permitted by clause (a), (b), (c), (d), (e), (f) or (g) of this Section 10.14, no Default or
Event of Default shall have occurred and be continuing. Notwithstanding anything
herein to the contrary, the Company will not, nor will it permit any Subsidiary
to, make any loans and advances to Modine Korea, any member of the Modine
Holding Consolidated Group or any Domestic Subsidiary that is not a Subsidiary
Guarantor at any time on or after the Second Amendment Effective Date, provided
that this provision shall not restrict loans and advances between members of the
Modine Holding Consolidated Group.


    
      
         


      

      
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I-7

        
          

        

      

      
         


      

    


    Section
10.15       Investments and
Acquisitions.

     

    (a)           The
Company will not, nor will it permit any Subsidiary to, make or suffer to exist
any Investments (including without limitation, loans and advances to, and other
Investments in, Subsidiaries), or commitments therefor, or to create any
Subsidiary or to become or remain a partner in any partnership or joint venture,
or to make any Acquisition of any Person, except:

     

    (i)      
      Cash Equivalent Investments.

     

    (ii)         
  (x) Existing Investments in Subsidiaries, but no increase in the
amount thereof and (y) other Investments described in Schedule 10.15, but
no increase in the amount thereof, as reduced from time to time.

     

    (iii)           Investments
comprised of capital contributions (whether in the form of cash, a note, or
other assets) to a Subsidiary or other special-purpose entity created solely to
engage in a Qualified Receivables Transaction.

     

    (iv)           Swap
Contracts; provided,
that any transactions under any Swap Contract shall be entered into to
hedge a risk exposure in the ordinary course of business of the Company or a
Subsidiary and not for speculative purposes.

     

    (v)           Loans
and advances permitted by Section 10.14.

     

    (b)           The
Company and its Subsidiaries may make and have outstanding other Investments,
provided that (i) no Default or Event of Default exists at the time such
Investment is made or would be caused thereby and (ii) at no time shall the
aggregate outstanding amount of all such other Investments existing and
permitted under this Section
10.15(b) exceed $1,000,000.

     

    Notwithstanding
anything herein to the contrary, the Company will not, nor will it permit any
Subsidiary to, make any Investments (including without limitation, loans and
advances to, and other Investments) to Modine Korea, any member of the Modine
Holding Consolidated Group or any Domestic Subsidiary that is not a Subsidiary
Guarantor at any
time on or after the Second Amendment Effective Date, provided that this
provision shall not restrict Investments between members of the Modine Holding
Consolidated Group.

    


    Section
10.16       Dissolution.  Neither
the Company nor any of its Subsidiaries shall suffer or permit dissolution or
liquidation either in whole or in part or redeem or retire any shares of its own
stock or that of any Subsidiary, except through corporate reorganization to the
extent permitted by Sections
10.5, 10.6 and 10.8.


    
      
         


      

      
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I-8

        
          

        

      

      
         


      

    


    Section
10.17       Optional Payments and Modification of
Debt. 

     

    (a)           The
Company will not, nor will it permit any Subsidiary to, (i) reduce the
commitment of the lenders under the Credit Agreement to make loans, issue
letters of credit or provide other credit facilities, other than reductions to
such commitments after the Second Amendment Effective Date in an aggregate
amount not to exceed at any time the sum of (1) the aggregate amount of
prepayments of the principal amount of the Advances (as defined in the Credit
Agreement as in effect on the Second Amendment Effective Date) made pursuant to
Section 9.12 plus (2) 38.524590163% of the
aggregate amount of all payments made to the Collateral Agent pursuant to Section 9.12 plus (3) an
amount not to exceed $15,000,000 equal to the amount by which the dollar
equivalent of the Euro amount of any credit facility of facilities (based on
commitments) entered into by the Modine Holding Consolidated Group exceeds
$5,000,000, and, (ii) shorten the maturity or termination date of any loans or
other credit facilities of the Company or any Subsidiary under the Credit
Agreement; (iii) amend or otherwise modify Section 2.3(c) or (d) of the Credit
Agreement as in effect on the Second Amendment Effective Date, (iv) enter into
any agreement restricting the ability of the Company and its Subsidiaries to
amend or modify this Agreement or any other Transaction Document, except as
provided in the Credit Agreement as in effect on the Second Amendment Effective
Date; (v) enter into any agreement or arrangement requiring any defeasance of
any kind of any Debt under the Credit Agreement or any of the other Loan
Documents (as defined in the Credit Agreement) or (vi) pay or agree to pay any
fee, interest or other compensation or consideration (other than as required
under the Credit Agreement and the Loan Documents (as defined in the Credit
Agreement) delivered to the holders prior to the Second Amendment Effective
Date) to the Bank Agent or any Bank.

     

    (b)           The
Company will not, nor will it permit any Subsidiary to, (i) make any optional
payment, defeasance (whether a covenant defeasance, legal defeasance or other
defeasance), prepayment, repurchase (including without limitation any offer to
repurchase) or other optional redemption of any Debt under 2005 Note Purchase
Agreement, (ii) enter into any agreement or arrangement requiring any defeasance
of any kind of any Debt under the 2005 Note Purchase Agreement or (iii) pay or
agree to pay any fee, interest or other compensation or consideration (other
than as required under the 2005 Note Purchase Agreement and the Transaction
Documents (as defined in the 2005 Note Purchase Agreement) delivered to the
holders prior to the Second Amendment Effective Date) to any holder of notes
outstanding under the 2005 Note Purchase Agreement; unless in each case,
and concurrently therewith, the Company makes an optional payment, defeasance,
prepayment, repurchase or other optional redemption of the Notes, or pays a fee,
interest or other compensation or consideration to the holders of the Notes, in
each case in a pro rata amount in proportion to the respective outstanding
principal amounts of the Notes and the Debt under 2005 Note Purchase Agreement
immediately prior thereto.

     

    Section
10.18       Communications with
Accountants.  The Company authorizes each holder to communicate
directly with its independent certified public accountants and authorizes and
shall instruct those accountants and advisors to communicate to the each holder
information relating to the Company and its Subsidiaries with respect to the
business, results of operations and financial condition of the Company or any of
its Subsidiaries.


    
      
         


      

      
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I-9

        
          

        

      

      
         


      

    


    Section
10.19       Deposit Accounts.  The Company
shall, and shall cause each of its Domestic Subsidiaries to, maintain a Lender
(as defined in the Credit Agreement) or any of their respective Affiliates as
their sole depository bank, including for the maintenance of all operating,
administrative, cash management, collection activity, and other deposit accounts
for the conduct of their respective businesses, provided that with respect to
all operating, administrative, cash management, collection activity, and other
deposit accounts of the Company and the Domestic Subsidiaries, the Company shall
have up to 60 days after the Second Amendment Effective Date (or such later date
agreed to by the Required Holders) to comply with the terms of this Section 10.19, provided that
for administrative convenience the Company may maintain existing local deposit
accounts at all times thereafter, not to exceed $100,000 in aggregate amount for
all such accounts of the Company and its Domestic Subsidiaries.

     

    Section
10.20       Restrictive Agreements. The
Company will not, and will not permit any of its Subsidiaries to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon the ability
of any Subsidiary to pay dividends or other distributions with respect to any of
its Equity Interests or to make or repay loans or advances to the Company or any
other Subsidiary; provided that the foregoing shall not apply to: (a)
restrictions and conditions imposed on the Modine Holding Consolidated Group in
connection with Debt permitted under Section 10.2(g), (b) restrictions and
conditions imposed in connection with a material economic benefit provided to
any Foreign Subsidiary by a governmental authority, (c) restrictions in the
Credit Agreement and the 2005 Note Agreement, each as in effect on the Second
Amendment Effective Date and (d) restrictions and conditions imposed by
law.

     

    Section
10.21       Environmental Matters. The
Company will not, and will not permit any other Person to, use, produce,
manufacture, process, generate, store, dispose of, manage at, or ship or
transport to or from any of its property any Hazardous Materials except for
Hazardous Materials disclosed on Schedule 10.21 hereto and by this reference
made a part hereof and which are used, produced, manufactured, processed,
generated, stored, disposed of or managed in the ordinary course of business in
compliance with all applicable Environmental Laws, except where such
non-compliance would not have a Material Adverse Effect.  The Company
agrees that upon the occurrence of an Environmental Release it will act
immediately to investigate the extent of, and to take appropriate remedial
action to eliminate, such Environmental Release, whether or not ordered or
otherwise directed to do so.  Promptly, and in any event within 15
Business Days after the Company obtains knowledge thereof, the Company shall
furnish to the holders written notice of all material Environmental Liabilities,
pending, threatened or anticipated material Environmental Proceedings, and
material Environmental Releases at, on, in, under or in any way affecting it,
any Subsidiary or any of its or their property or any adjacent property, and all
facts, events, or conditions that could lead to any of the
foregoing.

     

    Section
10.22       Change in Fiscal
Year.  The Company will not change its fiscal year (including
any of its fiscal quarters) without (a) providing the holders with prior written
notice of such change; and (b) executing and delivering to the holders, prior to
such change, such amendments to this Agreement and the other Transaction
Documents as the holders may reasonably deem necessary and appropriate as a
result of such change in fiscal year.


    
      
         


      

      
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I-10

        
          

        

      

      
         


      

    


    Section
10.23       Sale of
Accounts.  The Company will not, nor will it permit any
Subsidiary to, sell or otherwise dispose of any notes receivable or accounts
receivable, with or without recourse, except (a) sale or assignment of accounts
for collection purposes in the ordinary course of business, (b) sale or
assignment of trade notes receivable or accounts receivable of the Company’s
Foreign Subsidiaries in the ordinary course of business provided that the
aggregate outstanding amount thereof does not exceed $15,000,000 (based on the
amount of obligations outstanding under the legal documents entered into as part
of such sales or assignments that would be characterized as principal if such
sales or assignments were structured as a secured lending transaction rather
than as a sale or assignment), and (c) Qualified Receivables
Transactions.


    
      
         


      

      
        Annex
I-11

        
          

        

      

      
         


      

    


    ANNEX
II

    


    DEFINED
TERMS

     

    As used
herein, the following terms have the respective meanings set forth below or set
forth in the Section hereof following such term:

     

    “Acquisition” means any
transaction, or any series of related transactions, consummated on or after the
date of this Agreement, by which the Company or any of its Subsidiaries (i)
acquires any going business or all or substantially all of the assets of any
firm, corporation or limited liability company, or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
ownership interests of a partnership or limited liability company.

     

    “Additional Covenant” shall
mean any affirmative or negative covenant or similar restriction applicable to
the Company or any Subsidiary (regardless of whether such provision is labeled
or otherwise characterized as a covenant) the subject matter of which either (i)
is similar to that of any covenant in Section 9 or 10 of this Agreement, or
related definitions in Schedule B to this Agreement, but contains one or more
percentages, amounts or formulas that is more restrictive than those set forth
herein or more beneficial to the lender under any agreement with respect to any
Debt of the Company or such Subsidiary or any agreement for the refinancing or
extension of all or a portion of the Debt thereunder (and such covenant or
similar restriction shall be deemed an Additional Covenant only to the extent
that it is more restrictive or more beneficial) or (ii) is different from the
subject matter of any covenants in Section 9 or 10 of this Agreement, or
related definitions in Schedule B to this Agreement.

    


    “Additional Default” shall
mean any provision contained in any agreement with respect to any Debt of the
Company or any Subsidiary or any agreement for the refinancing or extension of
all or a portion of the Debt thereunder which permits the holders of such Debt
to accelerate (with the passage of time or giving of notice or both) the
maturity thereof or otherwise requires the Company or any Subsidiary to purchase
the Debt thereunder or any agreement for the refinancing or extension of all or
a portion of the Debt thereunder prior to the stated maturity thereof and which
either (i) is similar to any Default or Event of Default contained in Section 11 of this Agreement,
or related definitions in Schedule B to this Agreement, but contains one or more
percentages, amounts or formulas that is more restrictive or has a shorter grace
period than those set forth herein or is more beneficial to the lender under any
agreement with respect to any Debt of the Company or such Subsidiary or any
agreement for the refinancing or extension of all or a portion of the
Indebtedness thereunder (and such provision shall be deemed an Additional
Default only to the extent that it is more restrictive, has a shorter grace
period or is more beneficial) or (ii) is different from the subject matter of
any Default or Event of Default contained in Section 11 of this Agreement,
or related definitions in Schedule B to this Agreement.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Affiliate” means, at any
time, and with respect to any Person, any other Person that at such time
directly or indirectly through one or more intermediaries Controls, or is
Controlled by, or is under common Control with, such first Person, and with
respect to the Company, shall include any Person beneficially owning or holding,
directly or indirectly, 10% or more of any class of voting or equity interests
of the Company or any Subsidiary or any corporation of which the Company and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% or more of any class of voting or equity interests.  As used in
this definition, “Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.  Unless the context otherwise clearly requires,
any reference to an “Affiliate” is a reference to an
Affiliate of the Company.

     

    “Airedale Entity” and “Airedale Entities” are
defined in Section
5.20.

     

    “Anti-Terrorism Order” means
Executive Order No. 13,224 of September 24, 2001, Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism, 66 U.S. Fed. Reg, 49, 079 (2001), as amended.

     

    “Applicable Rate” shall mean
(a) until the Second Amendment Effective Date, 5.68% and (b) on and after the
Second Amendment Effective Date (i) during a Credit Rating Adjustment Period and
provided no Default or Event of Default has occurred and is continuing, 8.25%
and (ii) 10.75% at all other times.

     

    “Bank Agent” means JPMorgan
Chase Bank, N.A., in its capacity as agent under the Credit Agreement, and its
successors and assigns in that capacity.

     

    “Banks” means JPMorgan Chase
Bank, N.A., Bank of America, N.A., M&I Marshall & Ilsley Bank, Wells
Fargo Bank, N.A., Dresdner Bank AG, U.S. Bank, National Association, Comerica
Bank and the other lending parties to the Credit Agreement from time to time,
and their respective successors and assigns from time to time.

     

    “Brazil Holdback” means the
contingent obligation of the Company to the former owners of Modine do Brasil
Sistemas Termicos Ltda. in the amount of $2,000,000.

     

    “Business Day” means (a) for
the purposes of Section 8.6
only, any day other than a Saturday, a Sunday or a day on which
commercial banks in New York City are required or authorized to be closed, and
(b) for the purposes of any other provision of this Agreement, any day other
than a Saturday, a Sunday or a day on which commercial banks in Chicago,
Illinois or New York, New York are required or authorized to be
closed.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Capital Expenditures” means
for any period all direct or indirect (by way of acquisition of securities of a
Person or the expenditure of cash or the transfer of property or the incurrence
of Debt) expenditures in respect of the purchase or other acquisition of fixed
or capital assets determined in conformity with GAAP.

     

    “Capital Lease” means, at any
time, a lease with respect to which the lessee is required concurrently to
recognize the acquisition of
an asset and the incurrence of a liability in accordance with
GAAP.

     

    “Cash Equivalent Investments”
means (i) short-term obligations of, or fully guaranteed by, the United States
of America, (ii) with respect to Investments of a Foreign Subsidiary only,
direct obligations of such Foreign Subsidiary’s Domestic National Government
maturing within one year, (iii) commercial paper rated A-1 or better by S&P
or P-1 or better by Moody’s, (iv) demand deposit accounts maintained in the
ordinary course of business, (v) certificates of deposit issued by and time
deposits with commercial banks (whether domestic or foreign) having capital and
surplus in excess of $100,000,000, and (vi) repurchase agreements or like
investment vehicles, in each case rated A-1 or better by S&P or P-1 or
better by Moody’s and having a maturity date not greater than 270 days; provided
in each case that the same provides for payment of both principal and interest
(and not principal alone or interest alone) and is not subject to any
contingency regarding the payment of principal or interest.

     

    “Change in Control” is
defined in Section
8.7.

     

    “Closing” is defined in Section 3.

     

    “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.

     

    “Collateral” shall mean all
assets of the Company and each of its Subsidiaries in which a Lien is required
to be granted to secure the Notes.

     

    “Collateral Agent” means
JPMorgan in its capacity as collateral agent under the Intercreditor Agreement
and the Collateral Documents, and its successor and assigns in that
capacity.

     

    “Collateral Documents” means,
collectively, the Security Agreements, the Mortgages and all other agreements or
documents granting or perfecting a Lien in favor of the Collateral Agent for the
benefit of the Secured Parties under the Intercreditor Agreement or otherwise
providing support for the Secured Obligations at any time, as any of the
foregoing may be amended or modified from time to time.

     

    “Company” means Modine
Manufacturing Company, a Wisconsin corporation.

     

    “Company Financial Advisor”
is defined in Section
15.2.

     

    “Confidential Information” is
defined in Section
20.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Consolidated Capital
Expenditures” means, with reference to any period, the Capital
Expenditures of the Company and its Subsidiaries calculated on a consolidated
basis for such period.

     

    “Consolidated Adjusted
EBITDA” means, as to any Person and with reference to any period,
Consolidated EBIT plus, to the extent
deducted in determining Consolidated Net income, depreciation and amortization,
all calculated for such Person and its Subsidiaries on a consolidated
basis.  “Consolidated Adjusted EBITDA” for any period, as to any
Person, shall be calculated to be the actual amount for such period for such
Person and its Subsidiaries; provided, upon the consummation of any Acquisition,
for calculations made from and after such Acquisition, Consolidated Adjusted
EBITDA shall be calculated on a pro forma basis including the target’s
historical Consolidated Adjusted EBITDA for the applicable period using
historical financial statements obtained from the seller, broken down by fiscal
quarter in such Person’s reasonable judgment (the amounts from which may be
adjusted solely as may be necessary to comply with GAAP).

     

    “Consolidated EBIT” means, as
to any Person and with reference to any period, Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for federal, state, local and foreign income and
franchise taxes paid or accrued and (iii) extraordinary losses incurred other
than in the ordinary course of business, minus, to the extent
included in Consolidated Net Income, extraordinary gains realized other than in
the ordinary course of business, all calculated for such Person and its
Subsidiaries on a consolidated basis.

     

    “Consolidated Net Income”
means, as to any Person and with reference to any period, the net income
(or loss) of such Person and its Subsidiaries calculated on a consolidated basis
for such period, (a) excluding (i) any non-cash charges or gains which are
unusual, non-recurring or extraordinary, (ii) any non-cash charges or gains
related to exchange gains or losses on intercompany loans or to the Brazil
Holdback, (iii) for purposes of Sections 10.1, 10.3, 10.11 and
10.12 only, Restructuring Charges subject to the limits set forth in the
definition of Restructuring Charges, and (iv) fees and expenses incurred by or
for the account of the Company with respect to any Financial Advisor engaged
pursuant to Sections
15.2 and 15.3 or
pursuant to Section 9.6(d) or (e) of the Credit Agreement; and (b) including, to
the extent not otherwise included in the determination of Consolidated Net
Income, all cash dividends and cash distributions received by the Company or any
Subsidiary from any Person in which the Company or such Subsidiary has made an
investment; provided, however, that for any
calculation of Consolidated Net Income for any period commencing on or after
April 1, 2009, Modine Korea shall not be included as a Subsidiary of the
Company.

     

    “Consolidated Total Assets”
means as of the date of any determination thereof, total assets of the
Company and its Subsidiaries determined on a consolidated basis in accordance
with GAAP.

     

    “Consolidated Total Debt”
means, at any time, all Debt of the Company and its Subsidiaries that
would be reflected on a consolidated balance sheet of the Company prepared in
accordance with GAAP at such time, including Receivables Transaction Attributed
Indebtedness of any Subsidiary or other Person to whom interests in accounts,
notes receivable and rights related thereto have been sold, conveyed or
otherwise transferred by the Company or any Subsidiary in connection with a
Qualified Receivables Transaction, whether or not such Subsidiary or other
Person is consolidated with the Company under GAAP.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Credit Agreement” means the
Amended and Restated Credit Agreement, dated as of July 18, 2008, among the
Company, the Foreign Subsidiaries named therein, the Bank Agent and the Banks,
and as further amended, restated, supplemented or otherwise modified from time
to time.

     

    “Credit Rating Adjustment
Period” means any period during which the Company’s long-term unsecured
and non-credit enhanced indebtedness is rated not less than “BBB” by S&P,
Fitch or DBRS or not less than “Baa2” by Moody’s, and evidence thereof, in form
and substance satisfactory to the Required Holders, shall have been delivered to
the holders of the Notes.

     

    “DBRS” means Dominion Bond Rating
Agency or any successor thereto.

     

    “Debt” with respect to any
Person mean, at any time, without duplication,

     

    (a)           its
liabilities for borrowed money and its redemption obligations in respect of
mandatorily redeemable Preferred Stock;

     

    (b)           its
liabilities for the deferred purchase price of property acquired by such Person
(excluding accounts payable arising in the ordinary course of business but
including all liabilities created or arising under any conditional sale or other
title retention agreement with respect to any such property);

     

    (c)           (i)
all liabilities appearing on its balance sheet in accordance with GAAP in
respect of Capital Leases and (ii) all liabilities which would appear on its
balance sheet in accordance with GAAP in respect of Synthetic Leases assuming
such Synthetic Leases were accounted for as Capital Leases;

     

    (d)           all
liabilities for borrowed money secured by any Lien with respect to any property
owned by such Person (whether or not it has assumed or otherwise become liable
for such liabilities);

     

    (e)           all
its liabilities in respect of letters of credit or instruments serving a similar
function issued or accepted for its account by banks and other financial
institutions (whether or not representing obligations for borrowed
money);

     

    (f)     
      the aggregate Swap Termination Value of all
Swap Contracts of such Person; and

     

    (g)  
         Receivables Transaction
Attributed Indebtedness of such Person; and


    
      
         


      

      
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    (h)           any
Guaranty of such Person with respect to liabilities of a type described in any
of clauses (a) through (g) hereof.

     

    “Default” means an event or
condition the occurrence or existence of which would, with the lapse of time or
the giving of notice or both, become an Event of Default.

     

    “Default Rate” means that
rate of interest that is the greater of (i) 2.0% per annum above the rate of
interest stated in clause (a) of the first paragraph of the Notes or (ii) 2.0%
over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New
York, New York as its “base” or “prime” rate.

     

    “Disclosure Documents” is
defined in Section
5.3.

     

    “Disqualified Stock” means
any Equity Interests that, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part prior to a date one year after December 7, 2017.

     

    “Domestic National Government”
means, with respect to a Foreign Subsidiary, the national government of
the country in which the Foreign Subsidiary’s principal place of business is
located.

     

    “Domestic Subsidiary” means
each Subsidiary of the Company that is organized under the laws of the United
States of America or any state, territory or possession thereof.

     

    “Electronic Delivery” is
defined in Section
7.1(a).

     

    “Environmental Laws” means
any and all Federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including but not limited to those related to Hazardous
Materials.

     

    “Environmental Liabilities”
means all liabilities (including anticipated compliance costs) in connection
with or relating to the business, assets presently or previously owned, leased
or operated property, activities (including, without limitation, off-site
disposal) or operations of the Company and each of its Subsidiaries, whether
vested or unvested, contingent or fixed, actual or potential, known or unknown,
which arise under or relate to matters covered by Environmental
Laws.

     

    “Environmental Proceeding”
means any judicial or administrative proceeding arising from or in any way
associated with any Environmental Law.

     

    “Environmental Release” means
releases as defined in CERCLA or under any other Environmental
Law.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Equity Interests” means (i)
in the case of any corporation, all capital stock and any securities
exchangeable for or convertible into capital stock and any warrants, rights or
other options to purchase or otherwise acquire capital stock or such securities
or any other form of equity securities, (ii) in the case of an association or
business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, (iii) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in
effect.

     

    “ERISA Affiliate” means any
trade or business (whether or not incorporated) that is treated as a single
employer together with the Company under Section 414 of the Code.

     

    “Event of Default” is defined
in Section
11.

     

    “Event of Loss” means, with
respect to any property of the Company and its Subsidiaries, any loss,
destruction or damage of such property or any condemnation, seizure or taking,
by exercise of the power of eminent domain or otherwise, of such property, or
confiscation of such property or the requisition of the use of such
property.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

     

    “Excluded Sales” is defined in Section 9.12.

     

    “Fitch” shall mean Fitch,
Inc. or any successor thereto.

     

    “Foreign Subsidiary” means
each Subsidiary that is not a Domestic Subsidiary.

     

    “Form 10-K” is defined in
Section
7.1(b).

     

    “Form 10-Q” is defined in
Section
7.1(a).

     

    “GAAP” means generally
accepted accounting principles as in effect from time to time in the United
States of America.

     

    “Governmental Authority”
means

     

    (a)      
     the government of The United States of America or
any State or other political subdivision thereof, or


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (b)           any
other jurisdiction in which the Company or any Subsidiary conducts all or any
part of its business, or which asserts jurisdiction over any properties of the
Company or any Subsidiary, or

     

    (c)           any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.

     

    “Guaranty” means, with
respect to any Person, any obligation (except the endorsement in the ordinary
course of business of negotiable instruments for deposit or collection) of such
Person guaranteeing or in effect guaranteeing any indebtedness, dividend or
other obligation of any other Person in any manner, whether directly or
indirectly, including (without limitation) obligations incurred through an
agreement, contingent or otherwise, by such Person:

     

    (a)           to
purchase such indebtedness or obligation or any property constituting security
therefor;

     

    (b)           to
advance or supply funds (i) for the purchase or payment of such indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet
condition or any income statement condition of any other Person or otherwise to
advance or make available funds for the purchase or payment of such indebtedness
or obligation;

     

    (c)           to
lease properties or to purchase properties or services primarily for the purpose
of assuring the owner of such indebtedness or obligation of the ability of any
other Person to make payment of the indebtedness or obligation; or

     

    (d)           otherwise
to assure the owner of such indebtedness or obligation against loss in respect
thereof.

     

    In any
computation of the indebtedness or other liabilities of the obligor under any
Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

     

    “Hazardous Material” means
any and all pollutants, toxic or hazardous wastes or any other substances,
including all substances listed in or regulated in any Environmental law that
might pose a hazard to health and safety, the removal of which may be required
or the generation, manufacture, refining, production, processing, treatment,
storage, handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is or shall be restricted, regulated,
prohibited or penalized by any applicable law including, but not limited to,
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls,
petroleum, petroleum products, lead based paint, radon gas or similar
restricted, prohibited or penalized substances.

     

    “holder” means, with respect
to any Note, the Person in whose name such Note is registered in the register
maintained by the Company pursuant to Section 13.1.

     

    “Institutional Investor” means
(a) any Purchaser of a Note, (b) any holder of a Note holding (together with one
or more of its affiliates) more than 5% of the aggregate principal amount of the
Notes then outstanding, (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any investment
company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form, and (d) any Related
Fund of any holder of any Note.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Intercreditor Agreement”
means the Collateral Agency and Intercreditor Agreement among the
Collateral Agent and the Secured Parties, dated as of the Second Amendment
Effective Date, as amended, restated, supplemented or modified from time to time
in accordance with the terms thereof.

     

    “Investment” of a Person
means any loan, advance (other than commission, travel and similar advances to
officers and employees made in the ordinary course of business), extension of
credit (other than accounts receivable arising in the ordinary course of
business on terms customary in the trade) or contribution of capital by such
Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or
other securities owned by such Person; any deposit accounts and certificates of
deposit owned by such Person; and structured notes, derivative financial
instruments and other similar instruments or contracts owned by such
Person.

     

    “January 2009 Financial
Forecasts” means the financial forecasts provided to the holders by the
Company on January 25, 2009 and the Quarterly EBITDA Sensitivity Analysis
provided to the holders by the Company on February 5, 2009.

     

    “Lien” means, with respect to
any Person, any mortgage, lien, pledge, charge, security interest or other
encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title
retention agreement or Capital Lease, upon or with respect to any property or
asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).

     

    “Make-Whole Amount” is
defined in Section
8.6.

     

    “Material” means material in
relation to the business, operations, affairs, financial condition, assets or
properties of the Company and its Subsidiaries taken as a whole.

     

    “Material Adverse Effect”
means a material adverse effect on (a) the business, operations, affairs,
financial condition, assets, or properties of the Company and its Subsidiaries
taken as a whole, or (b) the ability of the Company to perform its obligations
under this Agreement, the Notes or any other Transaction Document to which it is
a party, or (c) the validity or enforceability of this Agreement, the Notes, the
Subsidiary Guaranty or any other Transaction Document.

     

    “Memorandum” is defined in
Section
5.3.

     

    “Modine Holding Consolidated Group”
means Modine Holding GmbH and its Subsidiaries existing as of the Second
Amendment Effective Date.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “Modine Korea” means Modine
Korea, LLC, a wholly owned Subsidiary of the Company.

     

    “Moody’s” mean Moody's
Investors Services, Inc., including the NCO/Moody's Commercial Division, or any
successor Person.

     

    “Mortgaged Properties” shall
mean the real, personal and mixed properties subject to any
Mortgage.

     

    “Mortgages” means each
mortgage, deed of trust and similar agreement and any other agreement from the
Company or any Subsidiary Guarantor granting a Lien on any of its real property,
each in form and substance acceptable to the Required Holders and as amended or
modified from time to time, entered into by the Company or any Subsidiary
Guarantor at any time for the benefit of the Collateral Agent and the Secured
Parties pursuant to this Agreement or the Intercreditor Agreement.

     

    “Multiemployer Plan” means
any Plan that is a “multiemployer plan” (as such term is defined in section
4001(a)(3) of ERISA).

     

    “NAIC” means the National
Association of Insurance Commissioners or any successor thereto.

     

    “Net Cash Proceeds” means,
without duplication, in connection with any issuance of any Equity Interests or
any sale, license, lease or other disposition of any asset or any settlement by,
or receipt of payment in respect of, any property insurance claim or
condemnation award, the cash proceeds (including any cash payments received by
way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but only as and
when received) of such issuance, sale, settlement or payment, net of (i) direct
costs relating solely to such issuance, sale, other disposition or settlement,
including sales commissions and reasonable and documented attorneys’ fees,
accountants’ fees, investment banking fees, and other customary fees and
expenses actually incurred in connection therewith, (ii) amounts required to be
applied to the repayment of Debt secured by a Lien expressly permitted hereunder
on any asset which is the subject of such sale, insurance claim or condemnation
award (other than any Lien in favor of the Collateral Agent for the benefit of
the Collateral Agent and the Secured Parties) and (iii) taxes paid or reasonably
estimated to be payable as a result thereof.

     

    “Notes” is defined in Section 1.

     

    “Officer’s Certificate” means
a certificate of a Senior Financial Officer or of any other officer of the
Company whose responsibilities extend to the subject matter of such
certificate.

     

    “PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA or any successor
thereto.


    
      
         


      

      
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    “Person” means an individual,
partnership, corporation, limited liability company, association, trust,
unincorporated organization, business entity or Governmental
Authority.

     

    “Plan” means an “employee
benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA
that is or, within the preceding five years, has been established or maintained,
or to which contributions are or, within the preceding five years, have been
made or required to be made, by the Company or any ERISA Affiliate or with
respect to which the Company or any ERISA Affiliate may have any
liability.

     

    “Preferred Stock” means any
class of capital stock of a Person that is preferred over any other class of
capital stock (or similar equity interests) of such Person as to the payment of
dividends or the payment of any amount upon liquidation or dissolution of such
Person.

     

    “property” or “properties” means, unless
otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.

     

    “Proposed Prepayment Date” is
defined in Section
8.7.

     

    “Purchaser” is
defined in the first paragraph of this Agreement.

     

    “QPAM Exemption” means
Prohibited Transaction Class Exemption 84-14 issued by the United States
Department of Labor.

     

    “Qualified Institutional Buyer”
means any Person who is a “qualified institutional buyer” within the
meaning of such term as set forth in Rule 144A(a)(1) under the Securities
Act.

     

    “Qualified Receivables
Transaction” means any transaction or series of transactions that may be
entered into by the Company or any Subsidiary pursuant to which the Company or
any Subsidiary may sell, convey or otherwise transfer to a newly-formed
Subsidiary or other special-purpose entity, or any other Person, any accounts or
notes receivable and rights related thereto on a limited recourse basis,
provided that (i) such sale, conveyance or transfer qualifies as a sale under
GAAP and (ii) the aggregate outstanding Receivables Transaction Attributed
Indebtedness for all Qualified Receivables Transactions (including those listed
on Schedule 10.2-A and any other Qualified
Receivables Transaction at any time, but excluding sales or assignments of trade
notes receivable or accounts receivable of the Company’s Foreign Subsidiaries
permitted under Section
10.23(b)) shall not exceed $15,000,000.

     

    “Receivables Transaction Attributed
Indebtedness” means the aggregate amount of obligations outstanding under
the legal documentation entered into as part of any Receivables Transaction on
any date of determination that would be characterized as principal if such
Receivables Transaction were structured as a secured lending transaction rather
than as a purchase.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    “Related Fund” means, with
respect to any holder of any Note, any fund or entity that (i) invests in
Securities or bank loans, and (ii) is advised or managed by such holder, the
same investment advisor as such holder or by an affiliate of such holder or such
investment advisor.

     

    “Required Holders” means, at
any time, the holders of at least 51% in principal amount of the Notes at the
time outstanding (exclusive of Notes then owned by the Company or any of its
Affiliates).

     

    “Responsible Officer” means
any Senior Financial Officer and any other officer of the Company with
responsibility for the administration of the relevant portion of this
Agreement.

     

    “Restricted Payment” means,
with respect to any Person, (i) any dividend or other distribution on any shares
of such Person’s capital stock (except dividends payable solely in shares of its
capital stock) or (ii) any Stock Purchase Restricted Payment.

     

    “Restructuring Charges” means
certain cash charges related any restructuring program of the Company and its
Subsidiaries subject to the following limitations:

     

    (a) such charges specifically relate to
the following categories of expense incurred in connection with any such
restructuring: severance and related benefits; contractual salary continuation
with respect to terminated employees, retained restructuring consulting;
equipment transfer; employee outplacement; environmental services; and employee
insurance and benefits continuation.

     

    (b) the aggregate amount of all
Restructuring Charges shall not exceed $14,000,000 for all times after December
31, 2008.

     

    “S&P” means Standard and
Poor's Ratings Group and its successors.

     

    “Sale and Leaseback Transaction”
means any arrangement whereby the Company or any Subsidiary shall sell,
transfer or otherwise dispose of any property owned by the Company or any
Subsidiary to any Person other than the Company or a Subsidiary and thereupon
the Company or any Subsidiary shall lease or intend to lease, as lessee, the
same property or any part thereof.

     

    “SEC” shall mean the
Securities and Exchange Commission of the United States, or any successor
thereto.

     

    “Second Amendment” means the
Second Amendment to this Agreement dated as of the Second Amendment Effective
Date.

     

    “Second Amendment Effective
Date” shall mean February 17, 2009.

     

    “Secured Obligations” means
the “Secured Obligations”, as defined in the Intercreditor
Agreement.


    
      
         


      

      
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    “Secured Parties” shall mean
the “Secured Parties” as defined in the Interecreditor Agreement.

     

    “Securities” or Security” shall have the same
meaning as in Section 2(1) of the Securities Act.

     

    “Securities Act” means the
Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

     

    “Security Agreements” means
each security agreement, pledge agreement, pledge and security agreement and
similar agreement and any other agreement from the Company or any Subsidiary
Guarantor granting a Lien on any of its personal property (including without
limitation any Capital Stock owned by the Company or any Subsidiary Guarantor),
each in form and substance acceptable to the Required Holders and as amended or
modified from time to time, entered into by the Company or any Subsidiary
Guarantor at any time for the benefit of the Collateral Agent and the Secured
Parties pursuant to this Agreement or the Intercreditor Agreement.

     

    “Senior Financial Officer”
means the chief financial officer, treasurer or controller of the
Company.

     

    “Series A Notes” is defined
in Section
1.

     

    “Series B Notes” is defined
in Section
1.

     

    “Significant Subsidiary”
means any Subsidiary that, together with its subsidiaries, owns
consolidated total assets with a value of greater than $1,000,000 at any
time.

     

    “Stock Purchase Restricted
Payment” means, with respect to any Person, any net payment declared or
made on account of the purchase, redemption, retirement, acquisition or sale of
(a) any shares of such Person’s capital stock or (b) any option, warrant or
other right to acquire shares of such Person’s capital stock.

     

    “Subsidiary” means, as to any
Person, any other Person in which such first Person or one or more of its
Subsidiaries or such first Person and one or more of its Subsidiaries owns
sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such second Person, and
any partnership or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such first Person or one or more of its Subsidiaries
or such first Person and one or more of its Subsidiaries (unless such
partnership can and does ordinarily take major business actions without the
prior approval of such Person or one or more of its
Subsidiaries).  Unless the context otherwise clearly requires, any
reference to a “Subsidiary”
is a reference to a Subsidiary of the Company.

     

    “Subsidiary Guarantor” means
Modine, Inc., Modine ECD, Inc. and any Subsidiary which is required to become a
Subsidiary Guarantor pursuant to the requirements of Section 9.8.


    
      
         


      

      
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    “Subsidiary Guaranty” means that certain
Guaranty, dated as of the Second Amendment Effective Date, by Modine, Inc. and
Modine ECD, Inc. in favor of the holders, together with any joinders thereto, as
amended, restated, supplemented or modified from time to time in accordance with
the terms thereof.

     

    “Subsidiary Stock” means,
with respect to any Person, the stock or other equity interests (or any options
or warrants to purchase stock or other equity interests or other Securities
exchangeable for or convertible into stock or other equity interests) of any
subsidiary of such Person.

     

    “Substantial Portion” means,
with respect to the property of the Company and its Subsidiaries, property which
represents more than 15% of the consolidated assets of the Company and its
Subsidiaries or property which is responsible for more than 15% of the
consolidated net revenues of the Company and its Subsidiaries, in each case, as
would be shown in the consolidated financial statements of the Company and its
Subsidiaries as at the beginning of the twelve-month period ending with the
month in which such determination is made (or if financial statements have not
been delivered hereunder for that month which begins the twelve­month
period, then the financial statements delivered hereunder for the quarter ending
immediately prior to that month).

     

    “SVO” means the Securities
Valuation Office of the NAIL or any successor to such Office.

     

    “Swap Contract” means (a) any
and all interest rate swap transactions, basis swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward foreign
exchange transactions, cap transactions, floor transactions, currency options,
spot contracts or any other similar transactions or any of the foregoing
(including, but without limitation, any options to enter into any of the
foregoing), and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement.

     

    “Swap Termination Value”
means, in respect of any one or more Swap Contracts, after taking into
account the effect of any legally enforceable netting agreement relating to such
Swap Contracts, (a) for any date on or after the date such Swap Contracts have
been closed out and termination value(s) determined in accordance therewith,
such termination value(s), and (b) for any date prior to the date referenced in
clause (a), the amounts(s) determined as the mark-to-market values(s) for such
Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap
Contracts.

     

    “Synthetic Lease” means, at
any time, any lease (including leases that may be terminated by the lessee at
any time) of any property (a) that is accounted for as an operating lease under
GAAP and (b) in respect of which the lessee retains or obtains ownership of the
property so leased for U.S. federal income tax purposes, other than any such
lease under which such Person is the lessor.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    “Transaction Documents” means
this Agreement, the Notes, the Subsidiary Guaranties, the Collateral Documents,
the Intercreditor Agreement and any other agreements or instruments executed in
connection herewith at any time.

     

    “2005 Note Purchase Agreement”
means the Note Purchase Agreement dated as of September 29, 2005 between
the Company and the purchasers named therein, as amended to date, and as it may
be further amended, modified, supplemented, restated, refinanced or replaced
from time to time.

     

    “2006 Note Agreement Allocated
Share” means, at any time, a portion equal to a fraction, the numerator
of which is the outstanding principal amount of the Notes, and the denominator
of which is the sum of (a) the outstanding principal amount of the Notes, (a)
the outstanding principal amount of the Notes (as defined in the 2005 Note
Purchase Agreement), and (c) the greater of (i) the Aggregate Outstanding Credit
Exposure (as defined in the Credit Agreement as in effect on the date hereof) at
such time and (ii) the average daily Aggregate Outstanding Credit Exposure (as
defined in the Credit Agreement as in effect on the date hereof) during the
twelve month period immediately prior to such time.

     

    “USA Patriot Act” means
United States Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
Act of 2001, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.

     

    “Wholly-owned Subsidiary”
means, at any time, any Subsidiary one hundred percent (100%) of all of
the equity interests (except directors’ qualifying shares) and voting interests
of which are owned by any one or more of the Company and the Company’s other
Wholly-owned Subsidiaries at such time.