TRANSPRO, INC.
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June 16, 2005
Modine Manufacturing Company
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Ladies & Gentlemen:
This letter amends the Agreement and Plan of Merger, dated as of
January 31, 2005 (the "Agreement"), among Transpro, Inc., Modine Manufacturing
Company and Modine Aftermarket Holdings, Inc. Capitalized terms used but not
defined herein have the meanings given to them in the Agreement.
1. Certificate of Incorporation and Bylaws. Each of Exhibit 2.4A and
Exhibit 2.4B to the Agreement is hereby deleted and replaced in its entirety
with Exhibit 2.4A and Exhibit 2.4B, respectively, to this letter.
2. Directors. Exhibit 2.5 to the Agreement is hereby deleted and
replaced in its entirety with Exhibit 2.5 to this letter.
3. Termination. The date referred to in Section 8.1(e) of the Agreement
is hereby extended from June 30, 2005 to July 31, 2005.
4. Accountants' Letters. Each party hereby waives the performance by
the other parties of the covenants contained in Section 6.28 of the Agreement
and the closing condition contained in Section 7.1(h) of the Agreement.
5. Certain Payments. (a) Section 6.25 of the Agreement is hereby
amended to include the following subsection (f):
"(f) Modine and Transpro acknowledge that each has made and/or
received, and may make and/or receive, certain payments on behalf of or
at the request of the other relating to the OEM Business and the
Aftermarket Business. In addition to the settlement of Basic Deal Costs
and Expenses as set forth above, prior to Closing, Modine and Transpro
will negotiate in good faith a settlement of all such payments made or
received prior to the Closing and a procedure for settling all such
payments to be made or received after the Closing. Modine and Transpro
further agree that any such payments made or received in connection
with the OEM Business that are of a similar nature to any such payments
made or received in connection with the Aftermarket Business will be
treated in the same manner with respect to settlement under this
Section
6.25(f). The amount due to Modine as a result of any such settlement
process, if any, will be paid by the assumption and immediate
repayment of the repayment obligation under the Line of Credit in such
amount in the same manner as Expenses are paid pursuant to Section
6.25(c) unless otherwise agreed to by Modine; provided, however, that
under no circumstances will any amounts payable under this Section
6.25(f) be deemed to be "Expenses" or "Basic Deal Costs" for any
purpose under this Agreement."
(b) Section 6.25(d) of the Agreement is hereby amended to include "and
Section 6.25(f)" after the reference therein to "Section 6.25(c)."
6. Modine Financial Statements. The attachment to Section 4.9(b)-1 of
the Modine Disclosure Schedule is hereby deleted and replaced in its entirety
with Schedule 4.9(b)-1 hereto.
7. Miscellaneous. The amendments to the Agreement contemplated hereby
will be effective as of the date hereof. Except as specifically amended hereby,
the terms and provisions of the Agreement will remain in full force and effect
as of the date it was executed.
Please indicate your agreement to the foregoing by signing in the space
provided below.
TRANSPRO, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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Agreed:
MODINE MANUFACTURING COMPANY
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: VP, Finance and CFO
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MODINE AFTERMARKET HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President and Treasurer
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