0001140361-12-016733 Sample Contracts

FIRST AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT AND WAIVER
Note Purchase and Private Shelf Agreement and Waiver • March 20th, 2012 • Modine Manufacturing Co • Motor vehicle parts & accessories • New York

This First Amendment and Waiver dated as of March 15, 2012 (this “First Amendment”) to the Note Purchase and Private Shelf Agreement dated as of August 12, 2010 (the “Note Agreement”) is between Modine Manufacturing Company, a Wisconsin corporation (the “Company”), Prudential Investment Management, Inc. (“Prudential”) and each holder of the Notes (collectively, the “Noteholders”).

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • March 20th, 2012 • Modine Manufacturing Co • Motor vehicle parts & accessories • Illinois

Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

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