0000950137-08-001568 Sample Contracts

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND RELEASE
Credit Agreement • February 4th, 2008 • Modine Manufacturing Co • Motor vehicle parts & accessories • Illinois

This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND RELEASE (this “Amendment”) is entered into as of February 1, 2008, among MODINE MANUFACTURING COMPANY, a Wisconsin corporation (the “Borrower”), the financial institutions party to this Amendment, each of which is a Lender under the Credit Agreement described below, and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (main office Chicago)) (“JPMorgan Chase”), as Lender, LC Issuer and Swing Line Lender, and as administrative agent for the Lenders (the “Agent”).

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FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (2005)
Note Purchase Agreement • February 4th, 2008 • Modine Manufacturing Co • Motor vehicle parts & accessories • Illinois

This First Amendment dated as of February 1, 2008 to be effective as of December 26, 2007 (this “First Amendment”) to the Note Purchase Agreement dated as of September 29, 2005 (the “Note Purchase Agreement”) is between Modine Manufacturing Company, a Wisconsin corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (2006)
Note Purchase Agreement • February 4th, 2008 • Modine Manufacturing Co • Motor vehicle parts & accessories • New York

This First Amendment dated as of February 1, 2008 to be effective as of December 26, 2007 (this “First Amendment”) to the Note Purchase Agreement dated as of December 7, 2006 (the “Note Purchase Agreement”) is between Modine Manufacturing Company, a Wisconsin corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

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