ex10_1.htm


    
      

    

    Exhibit
10.1

    Execution
Copy

    


    FIRST AMENDMENT TO CREDIT
AGREEMENT AND WAIVER

    


    THIS FIRST AMENDMENT TO CREDIT
AGREEMENT AND WAIVER, dated as of February 17, 2009 (this "Amendment"), is among
Modine Manufacturing Company, a Wisconsin corporation, any Foreign Subsidiary
Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., a national
banking association, as Swing Line Lender, as LC Issuer and as
Agent.

    


    RECITAL

    


    The Borrower, the Lenders party thereto
and the Agent are parties to an Amended and Restated Credit Agreement dated as
of July 18, 2008 (as amended or modified from time to time, the "Credit
Agreement").  The Borrower desires to amend the Credit Agreement and
the Agent and the Lenders are willing to do so in accordance with the terms
hereof.

    


    TERMS

    


    In consideration of the premises and of
the mutual agreements herein contained, the parties agree as
follows:

    


    ARTICLE
1.

    WAIVER

    


    1.1           The
Borrower has informed the Lenders and the Agent that Defaults have occurred
under Section 7.2 of the Credit Agreement due to a breach of Sections 6.18(a)
and (b) of the Credit Agreement as of December 31, 2008 (the "Existing
Defaults").  The Borrower has requested that the Lenders and the Agent
waive the Existing Defaults.

    


    1.2           Pursuant
to such request, and subject to (a) the accuracy of the representations of the
Borrower hereunder, and (b) the satisfaction of the conditions to the
effectiveness of this Agreement specified in Article IV hereof, the Lenders
hereby waive the Existing Defaults.  The Borrower acknowledges and
agrees that the waiver contained herein is a limited, specific, and one-time
waiver as described above.  Such limited waiver shall not modify or
waive any other Default or Unmatured Default or any other term, covenant or
agreement contained in any of the Loan Documents, and shall not be deemed to
have prejudiced any present or future right or rights which the Agent or the
Lenders now have or may have under the Credit Agreement or the other Loan
Documents and, in addition, shall not entitle the Borrower or the Guarantors (or
any of them) to a waiver, amendment, modification or other change to, of or in
respect of any provision of any of the Loan Documents in the future in similar
or dissimilar circumstances.

    


    ARTICLE
2.

    AMENDMENTS

    


    The
Credit Agreement shall be amended as follows:

    


    2.1           The
following definitions are added to the Credit Agreement in appropriate
alphabetical order:

    


    “Additional Covenant” shall mean any
affirmative or negative covenant or similar restriction applicable to the
Borrower 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 Article 6 of this Agreement, or related
definitions herein, 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 Indebtedness of the Borrower or
such Subsidiary or any agreement for the refinancing or extension of all or a
portion of the Indebtedness 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 Article 6 of this Agreement, or related definitions
herein.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Additional Default” shall mean any
provision contained in any agreement with respect to any Indebtedness of the
Borrower or any Subsidiary or any agreement for the refinancing or extension of
all or a portion of the Indebtedness thereunder which permits the holders of
such Indebtedness to accelerate (with the passage of time or giving of notice or
both) the maturity thereof or otherwise requires the Borrower or any Subsidiary
to purchase the Indebtedness thereunder or any agreement for the refinancing or
extension of all or a portion of the Indebtedness thereunder prior to the stated
maturity thereof and which either (i) is similar to any Default or Event of
Default contained in Article 7 of this Agreement, or related definitions herein,
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 Indebtedness of
the Borrower 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 Article 7 of this Agreement, or related definitions herein.

    


    “Adjusted Eurocurrency Reference Rate”
means, with respect to a Eurocurrency Advance for the relevant Interest Period,
the sum of (i) the quotient of (a) the Eurocurrency Reference Rate applicable to
such Interest Period, divided by (b) one minus the Reserve Requirement
(expressed as a decimal) applicable to such Interest Period, plus (ii) in the
case of Loans by a Lender from its Lending Installation in the United Kingdom,
the Mandatory Cost Rate.

    


    “Banking
Services” shall mean all treasury management services (including, without
limitation, controlled disbursement, automated clearinghouse transactions,
return items, overdrafts and interstate depository network services and
international treasury management services), commercial credit cards and stored
value cards, provided to any of the Borrower or any of its Subsidiaries by any
Lender or any Lender's Affiliates.

    


    “Banking Services Obligations” shall
mean any and all obligations of any of the Borrower or any of its Subsidiaries,
whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor) in connection with Banking
Services.

    


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

    


    “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
Indebtedness) expenditures in respect of the purchase or other acquisition of
fixed or capital assets determined in conformity with Agreement Accounting
Principles.

    


    "Capital
Stock" 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    "Collateral" shall mean all assets of
the Borrower and each of its Subsidiaries in which a Lien is required to be
granted to secure the Obligations.

    


    "Collateral Agent" means JPMorgan in
its capacity as collateral agent under the Collateral Documents.

    


    "Collateral Documents" means,
collectively, the Intercreditor Agreement, 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.

    


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

    


    “Defaulting Lender” means any Lender,
as determined by the Agent, that has (a) failed to fund any portion of its Loans
or participations in Facility LC's or Swing Line Loans within three Business
Days of the date required to be funded by it hereunder, (b) notified the
Borrower, the Agent, the Issuing Bank, the Swing Line Lender or any Lender in
writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement or under
other agreements in which it commits to extend credit, (c) failed, within three
Business Days after request by the Agent, to confirm that it will comply with
the terms of this Agreement relating to its obligations to fund prospective
Loans and participations in then outstanding Facility LC's and Swing Line Loans,
(d) otherwise failed to pay over to the Agent or any other Lender any other
amount required to be paid by it hereunder within three Business Days of the
date when due, unless the subject of a good faith dispute, or (e) (i) becomes or
is insolvent or has a parent company that has become or is insolvent or (ii)
become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment.

    


    "Disqualified
Stock" means any
Capital Stock 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 the Facility Termination
Date.

    


    "Event of Loss" means, with respect to
any property of the Borrower 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.

    


    "First
Amendment" means the First Amendment to this Agreement dated as of the First
Amendment Effective Date.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    "First
Amendment Effective Date" shall mean February 17, 2009.

    


    "January
2009 Financial Forecasts" means the financial forecasts provided to the Lenders
by the Borrower on January 25, 2009, and the Quarterly EBITDA Sensitivity
Analysis provided to the Lenders by the Borrower on February 5,
2009.

    


    "Modine
Holding Consolidated Group" means Modine Holding GmbH and its Subsidiaries
existing as of the First Amendment Effective Date.

    


    "Modine
Korea" means Modine Korea, LLC, a wholly owned Subsidiary of the
Borrower.

    


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

    


    "Net Cash Proceeds" means, without
duplication, in connection with any issuance of Capital Stock, sale 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 sale, settlement
or payment, net of (i) direct costs relating solely to such 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 Indebtedness 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
Agent for the benefit of the Agent and the Lenders) and (iii) taxes paid or
reasonably estimated to be payable as a result thereof.

    


    "Note Purchase Agreements" means the
2005 Note Purchase Agreement and the 2006 Note Purchase Agreement.

    


    "Note Purchase Documents" means the
2005 Note Purchase Documents and the 2006 Note Purchase Documents.

    


    "Secured Obligations" means,
collectively, all (i) Obligations, (ii) Rate Management Obligations owing to one
or more Lenders or their Affiliates, (iii) 2005 Senior Note Debt, (iv) 2006
Senior Note Debt and (v) Banking Services Obligations.

    


    "Secured Parties" means the Collateral
Agent, the Agent, the Lenders, the Senior Note Holders and the other holders of
the Secured Obligations.

    


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

    


    "Senior Note Holders" means the 2005
Senior Note Holders and the 2006 Senior Note Holders.


    
      
         


      

      
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    "2005
Note Purchase Documents" means the 2005 Note Purchase Agreement, the 2005 Senior
Notes and all agreements and documents executed in connection therewith at any
time and as amended or modified from time to time.

    


    "2005
Senior Note Debt" means the indebtedness and other liabilities owing pursuant to
any 2005 Note Purchase Documents at any time.

    


    "2005
Senior Note Holders" means the holders of the 2005 Senior Note
Debt.

    


    "2005
Senior Notes" means the 4.91% Senior Notes due September 29, 2015 in the
aggregate principal amount of $75,000,000 issued by the Borrower pursuant to the
2005 Note Purchase Agreement, as amended or modified from time to time and
including any notes issued in exchange or replacement for such notes, and any
other securities issued pursuant to the 2005 Note Purchase Agreement at any
time.

    


    "2006
Note Purchase Documents" means the 2006 Note Purchase Agreement, the 2006 Senior
Notes and all agreements and documents executed in connection therewith at any
time and as amended or modified from time to time.

    


    "2006
Senior Note Debt" means the indebtedness and other liabilities owing pursuant to
any 2006 Note Purchase Documents at any time.

    


    "2006
Senior Note Holders" means the holders of the 2006 Senior Note
Debt.

    


    "2006
Senior Notes" means the 5.68% Senior Notes, Series A, due December 7, 2017 in
the aggregate principal amount of $50,000,000 issued by the Borrower pursuant to
the 2006 Note Purchase Agreement and the 5.68% Senior Notes, Series B, due
December 7, 2018 in the aggregate principal amount of $25,000,000 issued by the
Borrower pursuant to the 2006 Note Purchase Agreement, in each case as amended
or modified from time to time and including any notes issued in exchange or
replacement for such notes, and any other securities issued pursuant to the 2006
Note Purchase Agreement at any time.

    


    2.2           The
following definitions in the Credit Agreement are restated as
follows.

    


    "Alternate Base Rate" means, for any
day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Federal Funds Effective Rate in effect on  such day
plus 1⁄2 of 1% per annum and (c) the Adjusted Eurocurrency Reference Rate for a
one month Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%.  Any change in the
Alternate Base Rate due to a change  in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted Eurocurrency Reference Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted Eurocurrency Reference
Rate, respectively.

    


    “Applicable Fee Rate” means, at any
time and as the context may require, (i) 0.50% per annum with respect to
commitment fees accruing on the Available Aggregate Commitment, (ii) 4.75% per
annum with respect to letter of credit fees accruing on the undrawn stated
amount of standby Facility LCs or (iii) 2.375% per annum with respect to letter
of credit fees accruing on the undrawn stated amount of commercial Facility
LCs.

    


    “Applicable Margin” means with respect
to (i) any Eurocurrency Advances, 4.75% and (ii) Floating Rate Advance,
3.75%.


    
      
         


      

      
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    “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
Section 6.18 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 Borrower with respect to any Financial Advisor engaged
pursuant to Sections 9.6(d) and (e) hereof or Sections 15.2 and 15.3 of the Note
Purchase Agreements as in effect on the First Amendment Effective Date; 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 Borrower or any Subsidiary from any Person in which the Borrower 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
Borrower.

    


    “Consolidated Total Debt” means as to
any Person and at any time Indebtedness and, without duplication, Debt (as such
term is defined in the Note Purchase Agreements as of the First Amendment
Effective Date) of such Person and its Subsidiaries calculated on a consolidated
basis.

    


    “Guarantor” means (a) with respect to
the Obligations and Rate Management Obligations owing by the Borrower, each
Subsidiary required under this Agreement to execute and deliver a Guaranty and
its successors and assigns with respect to such Obligations and Rate Management
Obligations, and (b) with respect to the Obligations and Rate Management
Obligations owing by a Foreign Subsidiary Borrower, the Borrower and its
successors and assigns and each Subsidiary required under this Agreement to
execute and deliver a Guaranty and its successors and assigns with respect to
such Obligations and Rate Management Obligations.

    


    "Intercreditor Agreement" shall mean
the Collateral Agency and Intercreditor Agreement among the Secured Parties of
the Borrower and JPMorgan, as Collateral Agent, dated as of the date hereof, as
amended or modified from time to time, provided that such Intercreditor
Agreement, and any amendments or modifications thereto, shall be in form and
substance acceptable to the Required Lenders and the Agent.

    


    “Interest Expense Coverage Ratio”
means, as of any date of calculation, the ratio of (i) the Borrower’s
Consolidated Adjusted EBITDA for the then most recently ended four fiscal
quarters to (ii) the Borrower’s Consolidated Interest Expense for the then most
recently ended four fiscal quarters.

    


    “Leverage Ratio” means, as of any date
of calculation, the ratio of (i) the Borrower’s Consolidated Total Debt
outstanding on such date, minus the amount of any cash collateral provided for
any of the Obligations, the Rate Management Obligations owing to one or more
Lenders or their Affiliates or the Banking Services Obligations, to (ii) the
Borrower’s Consolidated Adjusted EBITDA for the then most recently ended four
fiscal quarters.

    


    "Loan Documents" means this Agreement,
the Guaranties, the Facility LC Applications, the Collateral Documents, any
Notes issued pursuant to Section 2.16 and any other agreements or instruments
executed in connection herewith at any time.

    


    "Material Indebtedness" means (a) 2005
Senior Note Debt, (b) 2006 Senior Note Debt, and (c) any other Indebtedness
(other than the Loans and Facility LC's) of the Borrower in an aggregate
principal amount exceeding $5,000,000.

    


    “Qualified Receivables Transaction”
means any transaction or series of transactions that may be entered into by the
Borrower or any Subsidiary pursuant to which the Borrower 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 Agreement Accounting
Principles and (ii) the aggregate outstanding Receivables Transaction Attributed
Indebtedness for all Qualified Receivables Transactions (including those listed
on Schedule 6.16 and any other Qualified Receivables Transaction at any time,
but excluding sales or assignments of trade notes receivable or accounts
receivable of the Borrower's Foreign Subsidiaries permitted under Section
6.17(b)) shall not exceed $15,000,000.


    
      
         


      

      
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    “Restructuring Charges” means certain
cash charges related any restructuring program of the Borrower 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.

    


    "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.

     

    
      	
               
      

            	
              2.3

            	
              Section
      2.3 is restated as follows:

            


    

    


    
      	
               
      

            	
              2.3

            	
              Determination of
      Dollar Amounts; Required Payments;
  Termination.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Agent will determine the Dollar Amount
of:

            


    

    


    (i) each
Credit Extension as of the date three Business Days prior to (x) in the case of
an Advance, the Borrowing Date or, if applicable, date of
conversion/continuation of such Advance, and (y) in the case of a Facility LC,
the date for which a Borrower has requested issuance of such Facility LC,
and

    


    (ii)  all
outstanding Credit Extensions on and as of the last Business Day of each month
and on any other Business Day elected by the Agent in its discretion or upon
instruction by the Required Lenders.

    


    Each day
upon or as of which the Agent determines Dollar Amounts as described in the
preceding clauses (i) and (ii) is herein described as a “Computation Date” with
respect to each Credit Extension for which a Dollar Amount is determined on or
as of such day.  If at any time the Dollar Amount of the Aggregate
Outstanding Credit Exposure (calculated, with respect to those Credit Extensions
denominated in Agreed Currencies other than Dollars, as of the most recent
Computation Date with respect to each such Credit Extension) exceeds the
Aggregate Commitment, the Borrowers shall immediately repay Advances in an
aggregate principal amount sufficient to eliminate any such excess.

    


    (b)           In
addition to all other payments of the Obligations or relating to the Obligations
required hereunder and unless waived by the Required Lenders, the Borrower shall
pay or cause to paid 100% of the Asset Sale Net Proceeds as a prepayment of the
principal amount of the Advances in excess of $94,000,000 (up to the amount of
such excess) and, if any Asset Sale 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 Borrower) 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 Borrower) 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 Borrower.  The
amount paid to the Collateral Agent and held by the Collateral Agent shall not
reduce the Obligations until, and only to the extent, such amounts are applied
by the Collateral Agent to the Obligations 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 Borrower).


    
      
         


      

      
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    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 6.17(b) or (c), but excluding the Excluded
Sales described below) in excess of $25,000,000 in aggregate amount after the
First 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 First Amendment Effective Date, (iii) sales of notes
receivable or accounts receivable to the extent permitted under Section 6.17;
(iv) revenues from licenses in existence on the First Amendment Effective Date,
including all renewals, extensions and modifications thereof and substitutions
therefor, or (v) if the Borrower shall deliver to the Agent a certificate of a
Authorized Officer to the effect that the Borrower or its applicable Subsidiary
receiving the Net Cash Proceeds from an Event of Loss intends to apply the Net
Proceeds from such event (or a portion thereof specified in such certificate),
within 180 days after receipt of such Net Proceeds, to acquire (or replace
or rebuild) real property or equipment to be used in the business of the
Borrower or its Subsidiaries, and certifying that no Default has occurred and is
continuing, then such Net Cash Proceeds specified in such certificate shall be
excluded from the prepayment determination required under the first sentence of
this Section 2.3(b), 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 2.3(b) in determining whether a prepayment shall then be
required.

    


    Notwithstanding
anything herein to the contrary, and the Aggregate Commitment will be
automatically reduced by (x) 100% of the Asset Sale Net Proceeds used as a
prepayment of the principal amount of the Advances in excess of $94,000,000,
simultaneously with such payment, and (y) 38.524590163% of all Asset Sale Net
Proceeds paid to the Collateral Agent and to be held by the Collateral Agent
(provided that, if a greater percentage thereof is applied by the Collateral
Agent to the principal amount of the Advances, then such amount in excess of the
amount that previously reduced the Aggregate Commitment shall further reduce the
Aggregate Commitments as and when such amount is so applied to the principal
amount of the Advances).

    


    (c)           In
addition to all other payments of the Obligations required hereunder and unless
waived by the Required Lenders, if at any time (i) the aggregate principal
amount of the Aggregate Outstanding Credit Exposure exceeds $94,000,000 and (ii)
the aggregate amount of cash and Cash Equivalent Investments (excluding the
aggregate amount of any cash collateral for any Obligations or Rate Management
Obligations) of the Borrower and its Domestic Subsidiaries on hand exceeds
$10,000,000 (the "Excess Domestic Cash"), then the Borrowers shall prepay the
Obligations or cause the Obligations to be prepaid by the amount of the Excess
Domestic Cash on or within 14 days after such excess occurs, unless any such
other payment is required to be made at such time under this Agreement or the
Intercreditor Agreement.

    


    (d)           In
addition to all other payments of the Obligations required hereunder and unless
waived by the Required Lenders, if at any time (i) the aggregate principal
amount of the Aggregate Outstanding Credit Exposure exceeds $94,000,000 and (ii)
the aggregate amount of cash and Cash Equivalent Investments (excluding the
aggregate amount of any cash collateral for any Obligations or Rate Management
Obligations) of the Foreign Subsidiaries on hand exceeds $20,000,000 (the
"Excess Foreign Cash"), then the Borrowers shall cause the Obligations to be
prepaid by the amount of the Excess Foreign Cash (and the Borrower shall cause
the Excess Foreign Cash to be repatriated to the United States to effect such
prepayment, and it is acknowledged that such repatriation may be in the form of
dividends from the applicable Foreign Subsidiary or by loan from the applicable
Foreign Subsidiary to the Borrower evidenced by documents satisfactory to the
Agent and subordinated to all Secured Obligations on terms and by agreements
satisfactory to the Agent) on or within 45 days after such excess occurs, unless
any such other payment is required to be made at such time under this Agreement
or the Intercreditor Agreement; provided,
that  no such prepayment or repatriation shall be required if the
amount of Excess Foreign Cash is reduced to zero through ordinary uses of cash
by such Foreign Subsidiary in compliance with this
Agreement.  Notwithstanding anything in this Section 2.3(d) to the
contrary, to the extent that the Borrower has determined in good faith and has
documented in reasonable detail to the reasonable satisfaction of the Agent,
that any repatriation of Excess Foreign Cash would (i) result in material
adverse tax consequences, (ii) result in a material breach of any agreement
governing Indebtedness of such Foreign Subsidiary permitted to exist or to be
incurred by such Foreign Subsidiary under the terms of this Agreement and/or
(iii) be limited or prohibited under applicable local law, the prepayment
required by this Section 2.3(d) shall be deferred on terms to be agreed between
the Borrower and the Agent; provided that in each
case the Borrower and such Foreign Subsidiary shall take commercially reasonable
steps (except to the extent that any such steps result in material cost or tax
to the Borrower or any of its Subsidiaries) to minimize any such adverse tax
consequences and/or to obtain any exchange control clearance or other consents,
permits, authorizations or licenses which are required to enable such Excess
Foreign Cash to be repatriated or advanced to, and applied by, the Borrower in
order to effect such a prepayment.


    
      
         


      

      
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    (e)           In
addition to all other payments of the Obligations or relating to the Obligations
required hereunder and unless waived by the Required Lenders, the Borrower shall
pay 100% of the Equity Issuance Net Proceeds as a prepayment of the principal
amount of the Advances in excess of $94,000,000 (up to the amount of such
excess) and, if any 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 Borrower) 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 Borrower) 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 Borrower.  The
amount paid to the Collateral Agent and held by the Collateral Agent shall not
reduce the Obligations until, and only to the extent, such amounts are applied
by the Collateral Agent to the Obligations 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 Borrower).

    


    As used
herein, "Equity Issuance Net Proceeds" means 50% of all of the Net Cash Proceeds
from issuance of any Capital Stock by the Borrower.

    


    Notwithstanding
anything herein to the contrary, and the Aggregate Commitment will be
automatically reduced by (x) 100% of the Equity Issuance Net Proceeds used as a
prepayment of the principal amount of the Advances in excess of $94,000,000,
simultaneously with such payment, and (y) 38.524590163% of all Equity Issuance
Net Proceeds paid to the Collateral Agent and to be held by the Collateral Agent
(provided that, if a greater percentage thereof is applied by the Collateral
Agent to the principal amount of the Advances, then such amount in excess of the
amount that previously reduced the Aggregate Commitment shall further reduce the
Aggregate Commitments as and when such amount is so applied to the principal
amount of the Advances).

    


    (f)       
    If the principal amount of the Aggregate Outstanding
Credit Exposure exceeds the Aggregate Commitment at any time, the Borrower shall
promptly pay, or cause to be paid, the amount of such excess.

    


    (g)           The
Aggregate Outstanding Credit Exposure and all other unpaid Obligations owing by
each Borrower shall be paid in full by each such Borrower on the Facility
Termination Date.


    
      
         


      

      
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    If any
prepayment required under this Section 2.2 would exceed the aggregate Loans at
such time and any LC Obligations are outstanding, then the amount of such excess
shall be deposited in the Facility LC Collateral Account.

    


    2.4           The
following is added to the end of Section 2.6:  "Notwithstanding
anything herein to the contrary, the Aggregate Commitment shall automatically be
reduced by the Dollar Amount by which the sum of (i) the aggregate principal
amount of Indebtedness incurred under Section 6.16(e) (and not including any
Indebtedness described on Schedule 6.16) by the members of the Modine Holding
Consolidated Group plus (ii) the aggregate unfunded committed amount of all
credit facilities for such Indebtedness, is in excess of €5,000,000, effective
as of the date such Indebtedness is incurred or such credit facility or
facilities are effective and as of the date any subsequent increase therein
occurs, provided that the aggregate reductions in the Aggregate Commitment
pursuant to this sentence shall not exceed $15,000,000.

    


    2.5           Section
2.26 is restated as follows:  Section 2.26 [Intentionally
Deleted].

    


    2.6           The
following new Sections 2.27 and 2.28 are added to the Credit
Agreement:

    


    2.27.        Collateral Security; Further
Assurances.     (i)  To secure the
payment when due of the Secured Obligations (subject to the Intercreditor
Agreement), the Borrower shall execute and deliver, or cause to be executed and
delivered, to the Collateral  Agent, Collateral Documents granting or
providing for the following:

    


    (a)           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 Borrower and of each
Guarantor, subject to any exclusions described in the Intercreditor Agreement or
approved by the Required Lenders.  Notwithstanding the foregoing, with
respect to Liens granted by the Borrower or any Guarantor on the Capital Stock
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 Capital Stock entitled to vote (within the meaning
of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding
Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Borrower or any
Guarantor.  Notwithstanding the foregoing, at any time after a Default
has occurred or if the Agent determines that the Borrower will not incur a
material tax liability as result of such greater pledge, the Borrower shall,
upon the request of the Agent, have the balance of its Capital Stock pledged to
the Collateral Agent to secure, subject to the Intercreditor Agreement, the
Secured Obligations.

    


    (b)           Mortgages
granting a Lien on all present and future real property of the Borrower and of
each Guarantor to the extent such Liens are required by or on behalf of the
Agent, the Required Lenders or any Senior Note Holder.


    
      
         


      

      
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    (c)           Any
other Collateral required under the Note Purchase Documents.

    


    (ii)           Each
Foreign Subsidiary Borrower shall execute and deliver, or cause to be executed
and delivered, Collateral Documents requested by the Agent from each such
Foreign Subsidiary Borrower and each of its Subsidiaries, granting a first
priority, enforceable Lien and security interest, subject to the Liens permitted
by this Agreement and securing the Obligations owing by such Foreign Subsidiary
Borrower, on all present and future assets of such Foreign Subsidiary Borrower
and each of its Subsidiaries.  Additionally, to the extent required by
the Agent or the Required Lenders at any time after a Default has occurred or if
the Agent determines that the Borrower will not incur a material tax liability
as result of the following, the Borrower shall cause, to the extent legally
permitted and to the extent not prohibited by a restriction permitted under
Section 6.25 hereof, each other Foreign Subsidiary required by the Agent or the
Required Lenders to execute and deliver such Collateral Documents requested by
the Agent to grant a first priority (subject to the Liens permitted by this
Agreement), enforceable Lien and security interest on all present and future
assets of such Foreign Subsidiary securing the Obligations and Rate Management
Obligations owing by each Foreign Subsidiary Borrower.

    


    (iii)           On
or before the First Amendment Effective Date (or April 30, 2009 in the case of
Collateral Documents relating to the Collateral described in Section 2.27(i)(b)
or such later date agreed to by the Agent, provided that the Borrower shall use
commercially reasonable efforts to complete such Collateral Documents as soon as
practical), the Borrower shall cause all Collateral Documents as reasonably
requested by the Agent, in each case duly executed on behalf of the Borrower and
the Guarantors, as the case may be, granting to the Lenders and the Agent the
Collateral and support specified in Section 2.27 hereof, together with: (v) such
resolutions, certificates and opinions of counsel as reasonably requested by the
Agent; (w) the recordation, filing and other action (including payment of any
applicable taxes or fees) in such jurisdictions as the Lenders or the Agent may
deem necessary or appropriate with respect to the Collateral Documents,
including the filing of financing statements, Mortgages and other filings which
the Lenders or the Agent may deem necessary or appropriate to create, preserve
or perfect the liens, security interests and other rights intended to be granted
to the Lenders or the Agent thereunder, together with Uniform Commercial Code
record searches and other Lien searches in such offices as the Lenders or the
Agent may request; (x) evidence that the casualty and other insurance required
pursuant to the Loan Documents is in full force and effect; (y) 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; and (z) 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 Agent and the satisfaction of all
other conditions in connection with the Collateral and the Collateral Documents
as reasonably requested by the Agent, including without limitation all opinions
of counsel, title work, surveys, environmental reports and other documents and
requirements requested by the Agent, provided that it is acknowledged that the
Agent is not requiring mortgagee title insurance, new surveys or new
environmental reports at this time, but may require such items and shall require
such other items in connection with the real estate as are required by the
Noteholders.

    


    (iv)           The
Borrowers agree that they will promptly notify the Agent of the formation,
acquisition or existence of any Subsidiary that is a Guarantor (per the
definition of Guarantor) that has not executed a 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.  Each Borrowers agrees that it will promptly execute and
deliver, and cause each Guarantor to execute and deliver, promptly upon the
request of the Agent, such additional Collateral Documents, Guaranties and other
agreements, documents and instruments, each in form and substance satisfactory
to the Agent, sufficient to grant the Guaranties and Liens contemplated by this
Agreement and the Collateral Documents.  Each Borrower shall deliver,
and cause each Guarantor to deliver, to the Agent all original instruments
payable to it with any endorsements thereto required by the
Agent.  Additionally, the Borrower shall execute and deliver, and
cause each Guarantor to execute and deliver, promptly upon the request of the
Agent, such certificates, legal opinions, lien searches, organizational and
other charter documents, resolutions and other documents and agreements as the
Agent may reasonably request in connection therewith.  Each Borrower
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 Agent an agreement in form and substance reasonably acceptable to the Agent
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.  Each Borrower shall execute and deliver, and cause each
Guarantor to execute and deliver, promptly upon the reasonable request of the
Agent, such agreements and instruments evidencing any intercompany loans or
other advances among the Borrower 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 unless otherwise agreed to by the Required Lenders.


    
      
         


      

      
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               2.28          
    Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting
Lender:

    


    (a) fees shall cease to accrue on the
unfunded portion of the Commitments of such Defaulting Lender pursuant to
Section 2.6;

    


    (b) if any Swing Line Loan or Facility
LC exists at the time a Lender is a Defaulting Lender, the Borrower shall within
one Business Day following notice by the Agent (i) prepay such Swing Line Loan
or, if agreed by the Swing Line Lender, cash collateralize the pro rata share of
the Swing Line Loans of the Defaulting Lender on terms satisfactory to the Swing
Line Lender, and (ii) cash collateralize such Defaulting Lender’s pro rata share
of the existing Facility LC in accordance with the procedures set forth herein
for so long as Facility LC's are outstanding; and

    


    (c) the LC Issuer shall not be required
to issue, amend or increase any Facility LC unless it is satisfied that cash
collateral will be provided in accordance with Section 2.28(b).

    


    Notwithstanding
anything herein to the contrary, (a) no Defaulting Lender shall be entitled to
vote (whether to consent or to withhold its consent) with respect to any
amendment, modification, termination or waiver of any provision of this
Agreement or any other Loan Document or any departure therefrom or any direction
from the Lenders to the Agent, and, for purposes of determining the Required
Lenders at any time, the Commitments of, and the Obligations owing to, each
Defaulting Lender shall be disregarded and (b) any modification of this Section
2.27 shall require the written consent of the Borrower, the Required Lenders,
the Agent, the Swing Line Lender and the LC Issuer.

    


    2.7           Section
4.2 is restated as follows:

    


    4.2           Each Credit
Extension.  The Lenders shall not (except as otherwise set
forth in Section 2.2(e) with respect to Revolving Loans for the purpose of
repaying Swing Line Loans) be required to make any Credit Extension to any
Borrower unless on the applicable Credit Extension Date:

    


    (a)  There exists no Default
or Unmatured Default.

    


    (b)  The representations and
warranties contained in Article 5 are true and correct as of such Credit
Extension Date except to the extent any such representation or warranty is
stated to relate solely to an earlier date, in which case such representation or
warranty shall have been true and correct on and as of such earlier
date.


    
      
         


      

      
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    (c)  No payment is required
under Section 2.3(c) or (d) or would be required under Section 2.3(c) after
making such Credit Extension, whether on the date such Credit Extension is made
or would be required after the lapse of the applicable grace period allowed
under Sections 2.3(c), as determined by the Agent or the Required
Lenders.

    


    Each
Borrowing Notice, request for issuance of a Facility LC, or Swing Line Borrowing
Notice, as the case may be, with respect to each such Credit Extension shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2(a) and (b) and, to its knowledge, 4.2 (c) and (d) have
been satisfied.

    


    2.8           Section
5.5(b) is restated as follows:

    


    (b)           Since
March 31, 2008, except as reflected in or contemplated by the January 2009
Financial Forecast, there has been no change in the business, Property,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries that could reasonably be expected to have a Material Adverse
Effect.

    


    2.9           The
following new Sections 5.20 and 5.21 are added to the Credit
Agreement:

    


    5.20          2005 Senior Note and 2006
Senior Note Debt.  As of the First Amendment Effective Date,
the outstanding principal balance of the 2005 Senior Note Debt is $75,000,000
and all 2005 Note Purchase Documents (including the waiver and amendment and
other agreements and documents executed on or about the date hereof) have been
delivered to the Lenders prior to the First Amendment Effective
Date.  As of the First Amendment Effective Date, the outstanding
principal balance of the 2006 Senior Note Debt is $75,000,000 and all 2006 Note
Purchase Documents (including the waiver or amendment and other agreements and
documents executed on or about the date hereof) have been delivered to the
Lenders prior to the First Amendment Effective Date.  After giving
effect to the waivers and amendments to Note Purchase Documents being delivered
pursuant to Section 4.2 of the First 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 any 2005 Note Purchase Document or 2006 Note Purchase
Document.

    


    5.21          Projections.  The
January 2009 Financial Forecasts were prepared by or on behalf of the Borrower
in good faith and on the basis of the assumptions stated therein and such
assumptions were believed by the Borrower to be reasonable at the time
prepared.  No facts are known to the Borrower as of the First
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.

    


    2.10          The
first parenthetical clause in Section 6.1(a) is restated as follows: "(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 such audit)".


    
      
         


      

      
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    2.11          Section
6.1(i) is replaced with the following:

    


    (i)       
     If requested by the Agent or the Required Lenders,
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 an Authorized Officer;

    


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

    


    (k)           simultaneously
with their delivery to any Senior Note Holders, such projections, financial
information and other reporting items delivered to any of the Senior Note
Holders or their representatives pursuant any Note Purchase
Documents;

    


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

    


    (m)           Promptly
upon the request of the Agent or the Required Lenders, a consolidated thirteen
week rolling cash flow statement of the Borrower and its Subsidiaries, to be
updated by the Borrower weekly thereafter, and in form and detail acceptable to
the Required Lenders and the Agent;

    


    (n)     
      If requested by the Agent or the Required
Lenders, 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 Borrower and its Subsidiaries, a schedule and aging of the
accounts receivable and payable of the Borrower and its Subsidiaries and a
schedule of daily cash balances of the Borrower and its Subsidiaries, each in
form and detail satisfactory to the Agent and with such supplemental information
relating thereto as requested by the Agent;

    


    (o)           promptly
upon receipt thereof, any notice received from any Senior Note Holder or agent
or trustee therefor and any notice that the Borrower or any of its Subsidiaries
is subject to any investigation of any kind by any governmental entity or stock
exchange;

    


    (p)           immediately
after becoming aware thereof, notice of any pending or threatened strike, work
stoppage, unfair labor practice claim, or other labor dispute affecting the
Borrower or any of its Subsidiaries; and

    


    (q)           such
other information (including non-financial information) as the Agent or any
Lender may from time to time reasonably request.

    


    Notwithstanding
the above, if any report or other information required under this Section 6.1 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 after such day that is a
Business Day.

    


    2.12          Sections
6.2, 6.3, 6.4 and 6.5 are restated as follows:

    


    Section
6.2        
    Inspection of Property,
Books and Records.  The Borrower will, and will cause each
Subsidiary to, permit the Agent and the Lenders, by their respective
representatives and agents, to visit and inspect their respective properties in
order to: (a) examine and make abstracts from any of their respective books
and records; and (b) to discuss their respective affairs, finances and accounts
with their respective officers, employees and independent public
accountants.  The Borrower agrees to cooperate and assist in such
visits and inspections, in each case at such reasonable times and as often as
may reasonably be desired.  Without limiting the foregoing, the Agent
may conduct, at the Borrower's expense, such audits and field examinations of
the assets of the Borrower and its Subsidiaries during normal business hours on
reasonable notice and with reasonable frequency, all as determined by the
Agent.  The Borrower further agrees to conduct such periodic
teleconferences with the Agent and the Lenders and their respective advisors as
reasonably requested by the Agent.


    
      
         


      

      
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    Section
6.3      
      Restricted
Payments.  The Borrower 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 Borrower or to a
Wholly-Owned Subsidiary.  The Borrower will not issue any Disqualified
Stock.

    


    Section
6.4        
    Loans or
Advances.  Neither the Borrower nor any of its Subsidiaries
shall make loans or advances to any Person except:

    


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

    


    (b) existing loans or advances between
the Borrower and its Subsidiaries and between Subsidiaries described under the
heading of "Intercompany Loan Balances" on Schedule 6.16 hereto, but no increase
in the amount thereof (except to the extent increased amounts are permitted
under another clause of this Section 6.4);

    


    (c) loans or advances from any Foreign
Subsidiaries to the Borrower or any Guarantor, provided that such loans and
advances are evidenced by documents satisfactory to the Agent and are
subordinated to all Secured Obligations on terms and by agreements satisfactory
to the Agent;

    


    (d) loans and advances between the
Borrower and the Guarantors, provided that such loans and advances are evidenced
by documents satisfactory to the Agent;

    


    (e) loans and advances between Foreign
Subsidiaries, provided that such loans and advances are (i) evidenced by
documents satisfactory to the Agent and (ii) if such loans and advances are
owing by a Foreign Subsidiary Borrower or any Foreign Subsidiary guaranteeing
the Obligations of such Foreign Subsidiary Borrower, subordinated to all
Obligations and Rate Management Obligations owing by such Foreign Subsidiary
Borrower on terms and by agreements satisfactory to the Agent; and

    


    (f) 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) or (f) of this Section, no Default
or Unmatured Default shall have occurred and be continuing.

    


    Notwithstanding
anything herein to the contrary, the Borrower 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
Guarantor at any time on or after the First Amendment Effective Date, provided that this
provision shall not restrict loans and advances between members of the Modine
Holding Consolidated Group.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Section
6.5        
    Investments and
Acquisitions.

    


    (a)  The Borrower 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 6.5, 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)           Rate
Management Transactions permitted by Section 6.20 and guaranties by the Borrower
and its Subsidiaries of such Rate Management Obligations.

    


    (v)           Loans
and advances permitted by Section 6.4.

    


    (b)  The Borrower and its
Subsidiaries may make and have outstanding other Investments, provided that (i)
no Default or Unmatured 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
6.5(b) exceed $1,000,000.

    


    Notwithstanding
anything herein to the contrary, the Borrower 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 Guarantor at
any time on or after the First Amendment Effective Date, provided that this
provision shall not restrict Investments between members of the Modine Holding
Consolidated Group.

    


    2.13          Section
6.6 is restated as follows:

    


    Section
6.6          
  Negative
Pledge.  The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Lien in, of or on any of the
Property of the Borrower or any of its Subsidiaries, except for (a) Permitted
Encumbrances, (b) Liens in favor of the Collateral Agent securing the Secured
Obligations and subject to the Intercreditor Agreement, (c) Liens on up to
$10,000,000 of cash or cash equivalents to secure existing Rate Management
Obligations, (d) Liens in favor of the Agent securing the Obligations, and (e)
Liens on assets of the Modine Holding Consolidated Group securing Indebtedness
owing by the Modine Holding Consolidated Group and permitted under Section
6.16(e).

    


    


    2.14          Reference
in Section 6.7 to "Except for corporate reorganizations permitted by Sections
6.9(a) and 6.9(b)" and reference in Section 6.8 to "except for corporate
reorganizations permitted by Sections 6.9(a) and 6.9(b)" shall be replaced with
"Except for transactions permitted by Section 6.9" and "except for transactions
permitted by Section 6.9", respectively.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


               2.15            
 Sections 6.9(b) and (c) are restated as follows:

    


    (b)           the
foregoing limitation on the sale, lease or other transfer of assets and on the
discontinuation or elimination of a business line or segment shall not
prohibit:

    


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

    


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

    


    (iii)          leases,
sales or other dispositions of Property that, together with all other Property
of the Borrower 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 Borrower and its
Subsidiaries, provided that, after giving effect to any such lease, sale or
other disposition, no Default or Unmatured 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 6.17.

    


    (c)      
     the foregoing limitation on the discontinuation or
elimination of any 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 Borrower shall have reasonably
determined that such business line or segment being discontinued or eliminated
is a non-core business of the Borrower 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 6.9(b) and the prepayment requirements under Section 2.3(b) 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 Unmatured Default shall have occurred and be
continuing or would caused thereby.

    


    2.16         Section
6.10 is restated as follows:

    


    Section
6.10           Use of
Proceeds.  The Borrower will use the proceeds of the Credit
Extensions solely for general corporate purposes.  No portion of the
proceeds of the Credit Extensions will be used by the Borrower, directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of
purchasing or carrying any “margin stock” (as defined in Regulation U), or for
any purpose in violation of any applicable law or regulation.

    


    2.17         Sections
6.16 (e) is deleted and replaced with the following subsections (e) and
(f):

    


    (e)           Indebtedness,
in addition to Indebtedness permitted pursuant to subsections (a)-(c) above,
owing by the Modine Holding Consolidated Group not to exceed €35,000,000 in
aggregate principal amount outstanding at any time.

    


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


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    2.18         Section
6.16 is further amended by adding following to the end thereof:

    


    Notwithstanding
anything herein to the contrary, the Borrower will not permit or suffer to exist
itself or any of its Subsidiaries (other than Modine Korea) to have any
Contingent Obligation, or any other liability or obligation of any kind, with
respect any Indebtedness or any other obligation or liability of Modine Korea,
except such Contingent Obligation or other liability or obligation existing on
the First Amendment Effective Date and described on Schedule 6.16-2, but no
increase in the amount thereof as reduced from time to time.

    


    2.19         Section
6.18 is restated as follows:

    


    Section
6.18           Financial
Covenants.

    


    (a)  Leverage
Ratio.  The Borrower will not permit the Leverage Ratio,
determined as of the end of each fiscal quarter set forth below, to be greater
than the ratio 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

                              
	
                                Any
      fiscal quarter ending thereafter

                              	
                                3.50
      to
1.0

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    (b)  Interest Expense Coverage
Ratio.  The Borrower will not permit the Interest Expense
Coverage Ratio, determined as of the end of each fiscal quarter set forth below,
to be less than the ratio set forth opposite 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

                      


              

            

          

        

      

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (c)  Minimum
EBITDA.  The Borrower 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, as calculated for the four consecutive
      fiscal quarters then ending

                          	 	$	35,000,000	 


                  

                

              

            

          

        

      

    

    


    (d)  Capital
Expenditures.  The Borrower 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 Section 2.3(b).

    


    2.20     
    Sections 6.19(a) is restated as follows:

    


    (a)        
   The Borrower will cause (i) each Subsidiary that delivers a
guarantee, or otherwise incurs a Contingent Obligation, to any Person (other
than to another Subsidiary or the Borrower) in respect of any Material
Indebtedness to concurrently execute and deliver to the Agent a Guaranty with
respect to all Obligations and Rate Management Obligations, (ii) each Domestic
Subsidiary to promptly, and in any event within 30 days when required by this
clause (ii), execute and deliver to the Agent a Guaranty with respect to all
Obligations and Rate Management Obligations, provided that each Domestic
Subsidiary in existence on the First Amendment Effective Date that is not
signing a Guaranty on the First Amendment Effective Date shall not be required
to be a Guarantor so long as it does not qualify as a Significant Subsidiary
(and the Borrower represents that each Domestic Subsidiary in existence on the
First Amendment Effective Date that is not signing a Guaranty on the First
Amendment Effective Date is not a Significant Subsidiary), and (iii) each
Subsidiary of any Foreign Subsidiary Borrower, if any, and any other Foreign
Subsidiary requested by the Agent, to the extent they can legally do so without
incurring a material tax liability and to the extent they are not prohibited by
a restriction permitted under Section 6.25 hereof, to promptly execute and
deliver to the Agent a Guaranty with respect to all Obligations of such Foreign
Subsidiary Borrower.

    


    2.21          The
following new Sections 6.22, 6.23, 6.24, 6.25, 6.26 and 6.27 are added to the
Credit Agreement:

    


    6.22    
     Optional Payments and
Modification of Debt.  The Borrower 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 2005 Senior Note Debt or 2006 Senior Note Debt, (ii)
enter into any agreement restricting the ability of the Borrower and its
Subsidiaries to amend or modify any Loan Document, except to the extent
described in the waivers and amendments to Note Purchase Documents being
delivered pursuant to Section 4.2 of the First Amendment, (iii) enter into any
agreement or arrangement requiring any defeasance of any kind of any 2005 Senior
Note Debt or 2006 Senior Note Debt, (iv) pay or agree to pay any fee, interest
or other compensation or consideration (other than as required under the Note
Purchase Documents as in effect on the First Amendment Effective Date) to any
purchaser or other holder of the 2005 Senior Note Debt or 2006 Senior Note Debt,
(v) shorten the maturity or termination date of any loans or other credit
facilities of the Borrower or any Subsidiary under any Note Purchase Document
(other than as required under the waivers and amendments to Note Purchase
Documents being delivered pursuant to Section 4.2 of the First Amendment,
provided that no regularly scheduled principal installment payment shall be due
on or prior to July 18, 2011), (vi) amend or otherwise modify any term or
provision of any Note Purchase Document requiring any prepayment, defeasance or
repurchase of any 2005 Senior Note Debt or 2006 Senior Note Debt as in effect on
the First Amendment Effective Date, or (vii) enter into any agreement or
arrangement requiring any defeasance of any kind of any 2005 Senior Note Debt or
2006 Senior Note Debt except as set forth in or required by the Note Purchase
Documents as in effect on the First Amendment Effective Date.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    The
Borrower represents and agrees that the only agreements or arrangements
requiring any defeasance (whether a covenant defeasance, legal defeasance or
other defeasance), prepayment, repurchase (including without limitation any
offer to repurchase) or other redemption or payment of any principal of any 2005
Senior Note Debt or 2006 Senior Note Debt on or before July 18, 2011 (other than
upon the acceleration thereof after an event of default or the existing
prepayment required upon a change in control) are the prepayment provisions in
waiver and amendment to 2005 Note Purchase Agreement and the waiver and
amendment to 2006 Note Purchase Agreement and the amended and restated Notes,
each in the form being delivered pursuant to Section 4.2 of the First
Amendment.

    


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

    


    6.24          Deposit
Accounts.  The Borrower shall, and shall cause each of its
Subsidiaries to, maintain the Agent, a Lender 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

    


    (a)  with respect to all
operating, administrative, cash management, collection activity, and other
deposit accounts of the Borrower and the Domestic Subsidiaries, the Borrower
shall have up to 60 days after the First Amendment Effective Date (or such later
date agreed to by the Agent) to comply with the terms of this Section 6.24,
provided that for administrative convenience the Borrower may maintain existing
local deposit accounts at all times thereafter not to exceed $100,000 in
aggregate amount for all such accounts of the Borrower and all Domestic
Subsidiaries;

    


    (b)  with respect to all
operating, administrative, cash management, collection activity, and other
deposit accounts of the Foreign Subsidiaries (other the Modine Holding
Consolidated Group), the Borrower shall have up to 120 days after the First
Amendment Effective Date (or such later date agreed to by the Agent) to comply
with the terms of this Section 6.24, provided that at all times thereafter up to
the Dollar Amount of $5,000,000 in the aggregate for all such Foreign
Subsidiaries may be maintained by such Foreign Subsidiaries in deposit accounts
in the country of their organization that are not with the Agent, a Lender or
any of their respective Affiliates if neither the Agent nor any Lender or any of
their respective Affiliates provides such depositary services in such country
and such amount is required by Borrower's Subsidiaries in such country for their
operations; and


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    (c)  the requirements of this
Section 6.24 shall not apply to the Modine Holding Consolidated
Group.

    


    6.25.         Restrictive
Agreements.  The Borrower 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 shares of its Capital Stock or to make or
repay loans or advances to the Borrower or any Domestic Subsidiary; provided that the
foregoing shall not apply to: (a) restrictions and conditions imposed on the
Modine Holding Consolidated Group in connection with Indebtedness permitted
under Section 6.16(e), (b) restrictions and conditions imposed in connection
with a material economic benefit provided to any Foreign Subsidiary by a
governmental authority, (c) restrictions imposed under the Note Purchase
Documents as in effect on the First Amendment Effective Date, and (d)
restrictions and conditions imposed by law.

    


    6.26          General
Indemnity.           The
Borrower will at all times protect, indemnify and save harmless the Collateral
Agent, each Lender 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 Borrower 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 Financing Document
(as defined in the Intercreditor Agreement), (b) any breach of any
representation or warranty of the Borrower or any Subsidiary set forth in this
Agreement or in any other Financing Document or any certificate delivered by the
Borrower or any Subsidiary pursuant hereto or thereto, or any claim that any
statement, representation or warranty of the Borrower 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 Borrower, any
Subsidiary or any Indemnitee which might adversely affect the validity or
enforceability of this Agreement or any other Financing Document or the
performance by the Borrower 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 Borrower, any Subsidiary or any
Indemnitee.


    6.27          Most Favored Lender
Status.  If the Borrower or any Subsidiary enters into, assumes
or otherwise is or becomes bound or obligated under, or amends, restates or
otherwise modifies, any agreement creating or evidencing any Indebtedness of the
Borrower or any Subsidiary, or any refinancing or extension of all or any
portion thereof (including without limitation all Note Purchase Documents in
existence on the date hereof and as amended or modified from time to time), 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 Borrower,
any Subsidiary or any of the Lenders, be deemed to be amended automatically and
immediately to include each Additional Covenant and each Additional Default
contained in such agreement.  The Borrower further covenants to
promptly execute and deliver at its expense (including the fees and expenses of
counsel for the Agent) an amendment to this Agreement in form and substance
satisfactory to the Required Lenders 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 6.27, but shall
merely be for the convenience of the parties hereto.”


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    2.22          Section
7.2 is restated as follows:

    


    The
Borrower shall fail to observe or perform any covenant contained in Section
6.1(d), Sections 6.3 through 6.10, inclusive, or Sections 6.16 through 6.22,
inclusive; or

    


    2.23      
   References to "$20,000,000" in Sections 7.5, 7.10 and 7.11 and
in the definition of "Significant Obligations" are each replaced with
"$10,000,000".

    


    2.24         The
following new Section 7.14 is added to the Credit Agreement:

    


    7.14         Any
Collateral Document shall for any reason (other than solely as the result of an
act or omission of the Agent or a Lender) 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 Borrower
or any of its Subsidiaries not consented to by the Required Lenders, any
Collateral Document shall fail to remain in full force or effect or any action
shall be taken by the Borrower or any of its Subsidiaries not consented to by
the Required Lenders to discontinue or to assert the invalidity or
unenforceability of any Collateral Document, or any Borrower 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.

    


    2.25         Section
9.5 of the Credit Agreement is restated as follows:

    


    9.5           Several Obligations;
Benefits of this Agreement.  The respective obligations of the
Lenders hereunder are several and not joint and no Lender shall be the partner
or agent of any other (except to the extent to which the Agent is authorized to
act as such).  The Obligations of each Borrower are several and not
joint, except to the extent that any Borrower has executed a Guaranty with
respect to the Secured Obligations of another Borrower.  The failure
of any Lender to perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder.  This Agreement
shall not be construed so as to confer any right or benefit upon any Person
other than the parties to this Agreement and their respective successors and
assigns, provided, however, that the parties hereto expressly agree that the
Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and
10.6 to the extent specifically set forth therein and shall have the right to
enforce such provisions on its own behalf and in its own name to the same extent
as if it were a party to this Agreement.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    2.26         The
following new clauses (d) and (e) are added to the end of Section
9.6:

    


    (d)  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 Default,
then, at the request of the Agent or the Required Lenders, the Borrower agrees
to promptly engage at Borrower's sole cost a financial consultant selected by
the Borrower and reasonably acceptable to the Agent and the Required Lenders
(the “Borrower Financial Advisor”) with a scope of authority, and engaged
pursuant to terms and conditions, in each case reasonably satisfactory to the
Borrower, the Agent and the Required Lenders.  The Borrower shall
provide the Borrower 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 Borrower and its
Subsidiaries with their respective officers, managers, other employees,
directors, independent accountants and financial advisors to permit the Borrower
Financial Advisor to fully investigate any matter that arises during its review
of the financial and other information of the Borrower and its
Subsidiaries.  The Borrower Financial Advisor shall fully share its
work product with the Borrower, the Agent and the Lenders.

    


    (e)  The Borrower agrees that
Agent or its counsel may hire one consulting firm chosen by the Agent to act as
financial advisor (the “Lender Financial Advisor”) to counsel for the Agent and
the Lenders and the Borrower agrees to pay the fees and expenses of the Lender
Financial Advisor, provided that such
fees shall be market reasonable (as reasonably determined by the Agent) and
expenses shall be incurred on a basis consistent with the Borrower’s current
travel and entertainment policy in effect on the First Amendment Effective Date
and disclosed to the Agent.  The Borrower and its Subsidiaries shall
provide the Lender 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 Borrower and its Subsidiaries with their respective officers,
managers, other employees, directors, independent accountants and financial
advisors to permit the Lender Financial Advisor to fully investigate any matter
that arises during its review of the financial and other information of the
Borrower and its Subsidiaries.  The Lender Financial Advisor shall
have no duty to share its work product with, or accept instructions from, the
Borrower, any Subsidiary or any Person working on their behalf.  If a
Borrower Financial Advisor has been retained and the Agent and the Lenders
thereafter retain a Lender Financial Advisor, the Agent and the Lenders agree
that they will use reasonable efforts to limit any duplicative efforts between
the Borrower Financial Advisor and the Lender Financial Advisor, as determined
by the Required Lenders.

    


    2.27     
   The following new Sections 10.11. 10.12 and 10.13 are added to
the Credit Agreement:

    


    10.11       Execution of Collateral
Documents.  The Lenders hereby empower and authorize the Agent
(in its capacity as Agent or as Collateral Agent) to execute and deliver the
Collateral Documents and all related documents or instruments as shall be
necessary or appropriate to effect the purposes of the Collateral
Documents.  The Lenders further empower and authorize the Agent (in
its capacity as Agent or as Collateral Agent) to execute and deliver on their
behalf the Intercreditor Agreement and all related documents or instruments as
shall be necessary or appropriate to effect the purposes of the Intercreditor
Agreement, provided that the form of the Intercreditor Agreement has been
approved by the Required Lenders, and each Lender shall be bound by the terms
and provisions of the Intercreditor Agreement so executed by the
Agent.

    


    10.12        Collateral
Releases.  The Lenders hereby irrevocably empower and authorize
JPMorgan, in its capacity as Agent or as Collateral Agent, to execute and
deliver on their behalf any agreements, documents or instruments as shall be
necessary or appropriate to effect any releases or subordinations of Liens on
any Collateral (i) which being sold or disposed of if the Borrower certifies to
the Agent that the sale or disposition is made in compliance with the terms of
this Agreement (and the Agent may rely conclusively on any such certificate,
without further inquiry), (ii) owned by or leased to the Borrower or any of its
Subsidiaries which is subject to a purchase money security interest or which is
the subject of a Capitalized Lease, (iii) as required to effect any sale or
other disposition of such Collateral in connection with any exercise of remedies
of the Collateral Agent or the Agent or (iv) which shall otherwise be permitted
by the terms hereof or any other Loan Document.  Except as provided in
the preceding sentence, JPMorgan, in its capacity as Agent or as Collateral
Agent, will not release any Liens on Collateral without the prior written
authorization of the Required Lenders; provided that, JPMorgan, in its capacity
as Agent or as Collateral Agent, may in its discretion, release Liens on
Collateral valued in the aggregate not in excess of $1,000,000 during any
calendar year without the prior written authorization of the
Lenders.  In addition to the foregoing, the Lenders, the Agent and the
Collateral Agent hereby agree that any sale of accounts owed by account debtors
shall be deemed to be released from the Liens in favor of the Collateral Agent
upon sale of such accounts by a Borrower as part of a Qualified Receivables
Transaction.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    10.13        Collateral;
Reports.  The Agent shall have no obligation whatsoever to any
of the Lenders to assure that the Collateral exists or is owned by the Borrower
or any Subsidiary or is cared for, protected, or insured or has been encumbered,
or that any Liens have been properly or sufficiently or lawfully created,
perfected, protected, or enforced or are entitled to any particular priority, or
to exercise at all or in any particular manner or under any duty of care,
disclosure, or fidelity, or to continue exercising, any of the rights,
authorities, and powers granted or available to the Agent pursuant to any of the
Loan Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission, or event related thereto, the Agent may act in
any manner it may deem appropriate, in its sole discretion given the Agent’s own
interest in the Collateral in its capacity as one of the Lenders and that the
Agent shall have no other duty or liability whatsoever to any Lender as to any
of the foregoing.  Each Lender hereby agrees as follows: (a) such
Lender is deemed to have requested that the Agent furnish such Lender, promptly
after it becomes available, a copy of each report prepared by the Agent or
another Person showing the results of appraisals, field examinations, audits or
other reports pertaining to the Borrower's and its Subsidiaries' assets from
information furnished by or on behalf of the Borrower or its Subsidiaries
prepared by or on behalf of the Agent (the "Supplemental Reports"); (b) such
Lender expressly agrees and acknowledges that JPMorgan, either individually, as
Agent, as Collateral Agent or in any other capacity, (i) makes no representation
or warranty, express or implied, as to the completeness or accuracy of any
Supplemental Report or any of the information contained therein, or (ii) shall
not be liable for any information contained in any Supplemental Report; (c) such
Lender expressly agrees and acknowledges that the Supplemental Reports are not
comprehensive audits or examinations, that the Collateral Agent, the Agent,
JPMorgan, or any other party performing any audit or examination will inspect
only specific information regarding the Borrower and its Subsidiaries and will
rely significantly upon the books and records of the Borrower and is
Subsidiaries, as well as on representations of the personnel of the Borrower and
its Subsidiaries and that JPMorgan, either individually, as Agent, as Collateral
Agent or in any other capacity, undertakes no obligation to update, correct or
supplement the Supplemental Reports; (d) such Lender agrees to keep all
Supplemental Reports confidential and strictly for its internal use, not share
any Supplemental Report with the Borrower or any of its Subsidiaries and not to
distribute any Supplemental Report to any other Person except as otherwise
permitted pursuant to this Agreement; and (e) without limiting the generality of
any other indemnification provision contained in this Agreement, such Lender
agrees (i) that JPMorgan, either individually, as Agent, as Collateral Agent or
in any other capacity, shall not be liable to such Lender or any other Person
receiving a copy of any Supplemental Report for any inaccuracy or omission
contained in or relating to a Supplemental Report, (ii) to conduct its own due
diligence investigation and make credit decisions with respect to the Borrower
and its Subsidiaries based on such documents as such Lender deems appropriate
without any reliance on the Supplemental Reports or on JPMorgan, either
individually, as Agent, as Collateral Agent or in any other capacity, (iii) to
hold JPMorgan, either individually, as Agent, as Collateral Agent or in any
other capacity, and any such other Person preparing a Supplemental Report
harmless from any action the indemnifying Lender may take or conclusion the
indemnifying Lender may reach or draw from any Supplemental Report in connection
with any Credit Extensions that the indemnifying Lender has made or may make to
any Borrower, or the indemnifying Lender’s participation in, or the indemnifying
Lender’s purchase of, any Obligations and (iv) to pay and protect, and
indemnify, defend, and hold JPMorgan, either individually, as Agent, as
Collateral Agent or in any other capacity, and any such other Person preparing a
Supplemental Report harmless from and against, the claims, actions, proceedings,
damages, costs, expenses, and other amounts (including reasonable attorney fees)
incurred by JPMorgan, either individually, as Agent, as Collateral Agent or in
any other capacity, and any such other Person preparing a Supplemental Report as
the direct or indirect result of any third parties who might obtain all or part
of any Supplemental Report through the indemnifying Lender.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    2.28          Schedules
6.5 and 6.16 to the Credit Agreement are replaced with Schedules 6.5 and 6.16
attached hereto and Schedule 6.16-2 attached hereto is added to the Credit
Agreement as Schedule 6.16-2.

    


    ARTICLE
3.

    REPRESENTATIONS

    


    The Borrower represents and warrants to
the Agent and the Lenders that:

    


    3.1           The
execution, delivery and performance of this Amendment are within its powers,
have been duly authorized by the Borrower and are not in contravention of any
Requirement of Law.  This Amendment is the legal, valid and binding
obligations of the Borrower, enforceable against it in accordance with the terms
thereof, except to the extent the enforcement thereof may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally.

    


    3.2           After
giving effect to the waiver and amendments herein contained and the waivers and
amendments to Note Purchase Documents being delivered pursuant to Section 4.2
hereof, the representations and warranties contained in the Credit Agreement and
the representations and warranties contained in the other Loan Documents are
true on and as of the date hereof with the same force and effect as if made on
and as of the date hereof, except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct on and as of such
earlier date, and no Default or Unmatured Default exists or has occurred and is
continuing on the date hereof.

    


    3.3           Complete
and correct copies of the waiver and amendment to the 2005 Note Purchase
Agreement, the waiver and amendment to the 2006 Note Purchase Documents, and all
agreements and documents executed in connection therewith have been delivered to
the Lenders and such amendments, waivers and other agreements and documents are
being executed simultaneously herewith, and neither the Borrower nor any
Subsidiary thereof has paid (or promised to pay) any amendment fee or any other
direct or indirect compensation to any Senior Note Holder or any of their
respective Affiliates, attorneys, agents, consultants or other representatives
(other than as set forth in such amendments, waivers and other agreements and
documents) or to any other creditor of the Borrower or any Subsidiary in
connection with the transactions contemplated thereby.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    ARTICLE
4.

    CONDITIONS
PRECEDENT.

    


    This Amendment shall become effective
as of the date hereof, provided that each of the following has been
satisfied:

    


    4.1           This
Amendment shall be signed by the Borrower, the Agent and the Required
Lenders.

    


    4.2           The
Lenders shall have received an amendment and waiver to the 2005 Note Purchase
Documents, an amendment and waiver to the 2006 Note Purchase Note Documents and
all agreements and documents executed in connection therewith, and all such
amendments and waivers and other agreements and documents shall be executed
simultaneously herewith and shall be satisfactory to the Required
Lenders.

    


    4.3           The
Intercreditor Agreement shall be signed by all parties thereto.

    


    4.4           Other
than such Collateral Documents permitted to be delivered on a post closing basis
under Section 2.27 of the Credit Agreement or otherwise agreed to by the Agent,
all Guaranties and Collateral Documents required by the Agent or the Required
Lenders shall have been duly executed by the Borrower and each applicable
Subsidiary, together with any documents, agreements, instruments, filings and
other items related thereto as reasonably required by the Agent or the Required
Lenders to create a valid, attached, perfected, first priority Lien in favor of
the Collateral Agent with respect to the Collateral covered by the Collateral
Documents.

    


    4.5           The
Borrower shall have delivered a certificate of an Authorized 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 Borrower on
the basis of assumptions which the Borrower reasonably believes were reasonable
when made in light of the historical performance of the Borrower and its
Subsidiaries and reasonably foreseeable business conditions, and that no facts
are known to the Borrower 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.

    


    4.6           The
Borrower shall have provided all other due diligence materials requested by the
Agent or the Required Lenders.

    


    4.7           The
Agent shall have received Lien searches in respect of the Borrower and its
Subsidiaries in form and substance satisfactory to the Agent.

    


    4.8           The
Borrowers and the Guarantors shall have executed and delivered such other
agreements and instruments, and satisfied such other conditions in connection
with this Amendment as required by the Agent, including but not limited to
resolutions, certificates, financial statements and projections and opinions of
counsel acceptable to the Agent, the providing of the cash collateral for Rate
Management Obligations (and all documents required in connection therewith) and
the payment of such fees required in connection herewith.

    


    ARTICLE
5.

    MISCELLANEOUS.

    


    5.1           References
in the Loan Documents to the Credit Agreement shall be deemed to be references
to the Credit Agreement as amended hereby and as further amended from time to
time.  This Agreement is a Loan Document.  Terms used but
not defined herein shall have the respective meanings ascribed thereto in the
Credit Agreement.  This Agreement is a Loan Document.

    


    5.2           Except
as expressly amended hereby, the Borrower agrees that the Loan Documents are
ratified and confirmed and shall remain in full force and effect and that it has
no set off, counterclaim, defense or other claim or dispute with respect to any
of the foregoing.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    5.3           The
Borrower represents and warrants that it is not aware of any claims or causes of
action against the Agent, any Lender or any of their respective affiliates,
successors or assigns, and that it has no defenses, offsets or counterclaims
with respect to the Obligations.  Notwithstanding this representation
and as further consideration for the agreements and understandings herein, the
Borrower, on behalf of itself and its Subsidiaries, employees, agents,
executors, heirs, successors and assigns (the "Releasing Parties"), hereby
releases the Agent, each Lender 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
Agreement, the other Loan Documents, all transactions relating to this Agreement
or any of the other Loan 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.

    


    5.4           The
Borrower acknowledges and agrees that each of the Agent and the Lenders has
fully performed all of its obligations under all Loan Documents, and that all
actions taken by the Agent and the Lenders are reasonable and appropriate under
the circumstances and within their rights under the Loan
Documents.  The actions of each of the Agent and the Lenders taken
pursuant to this Agreement 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 Agreement shall
be deemed to create a partnership, joint venture or agency relationship of any
nature between the Borrower, its Subsidiaries, the Agent and the
Lenders.  The Borrowers, its Subsidiaries, the Agent and the Lenders
agree that notwithstanding the provisions of this Agreement, each of the
Borrowers 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.

    


    5.5           This
Agreement may be signed upon any number of counterparts with the same effect as
if the signatures thereto and hereto were upon the same instrument and
signatures sent by facsimile or electronic mail message shall be enforceable as
originals.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment
to be executed, delivered and effective as of the date first above written
..

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              MODINE
      MANUFACTURING COMPANY

                            
	 	 
	 	 
	 
      	
                              By:

                            	
                              /s/ Bradley C.
Richardson

                            
	 
      	
                              Title:

                            	
                              Executive
      Vice President – Corporate Strategy & Chief Financial
      Officer

                            
	 
      	 
      	 
      
	 
      	
                              JPMORGAN CHASE BANK,
      N.A., as the Agent, as the Swing Line Lender, as the LC Issuer and
      as a Lender

                            
	 	 
	 
      	
                              By:

                            	
                              /s/ Brian L. Grossman

                            
	 
      	 
      	 
      
	 
      	
                              Title:

                            	
                              Senior
      Vice President

                            
	 
      	 
      	 
      
	 
      	
                              BANK OF AMERICA, N.A.,
      as a Documentation Agent and as a Lender

                            
	 	 
	 
      	
                              By:

                            	
                              /s/ Steven K. Kessler

                            
	 
      	 
      	 
      
	 
      	
                              Title:

                            	
                              Senior
      Vice President

                            
	 
      	 
      	 
      
	 
      	
                              M&I MARSHALL & ILSLEY
      BANK, as a Documentation Agent and as a Lender

                            
	 	 
	 
      	
                              By:

                            	
                              /s/ Gina A. Peter

                            
	 
      	 
      	 
      
	 
      	
                              Title:

                            	
                              Senior
      Vice President

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	
                              /s/ James R. Miller

                            
	 
      	 
      	 
      
	 
      	
                              Title:

                            	
                              Senior
      Vice President

                            
	 
      	 
      	 
      
	 
      	
                              WELLS FARGO BANK, N.A.,
      as a Documentation Agent and as a Lender

                            
	 	 
	 
      	
                              By:

                            	
                              /s/ Jennifer Clack

                            
	 
      	 
      	 
      
	 
      	
                              Title:

                            	
                              Vice
      President/Principal

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	 
      	
                        DRESDNER BANK AG, as a
      Lender

                      
	 	 
	 
      	
                        By:

                      	
                        /s/ Ralf Mulik

                      
	 
      	 
      	 
      
	 
      	
                        Title:

                      	
                        Director

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Ekkehard Albrecht

                      
	 
      	 
      	 
      
	 
      	
                        Title:

                      	
                        Director

                      
	 
      	 
      	 
      
	 
      	
                        U.S. BANK, NATIONAL
      ASSOCIATION, as a Lender

                      
	 	 
	 
      	
                        By:

                      	
                        /s/ Caroline V. Krider

                      
	 
      	 
      	 
      
	 
      	
                        Title:

                      	
                        Vice
      President and Senior Lender

                      
	 
      	 
      	 
      
	 
      	
                        COMERICA BANK, as a
      Lender

                      
	 	 
	 
      	
                        By:

                      	
                        /s/ Heather A. Whiting

                      
	 
      	 
      	 
      
	 
      	
                        Title:

                      	
                        Vice
      President

                      


              

            

          

        

      

    

     

     

    29