0001140361-20-002341 Sample Contracts

125,000,000 6.83% Secured Senior Notes, Series A, due August 12, 2020 $50,000,000 5.75% Secured Senior Notes, Series B, due November 28, 2026 and Private Shelf Facility
Second Amended and Restated Note Purchase and Private Shelf Agreement • February 5th, 2020 • Modine Manufacturing Co • Motor vehicle parts & accessories • New York

Each of the holders of the Existing Series A Notes (the “Existing Series A Holders”) and the Existing Series B Notes (the “Existing Series B Holders” and, together with the Existing Series A Holders, the “Existing Holders”) party hereto;

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Note Purchase and Private Shelf Agreement • February 5th, 2020 • Modine Manufacturing Co • Motor vehicle parts & accessories • New York

This First Amendment dated as of January 31, 2020 (this “First Amendment”) to the Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019 (the “Note Agreement”) is between Modine Manufacturing Company, a Wisconsin corporation (the “Company”), PGIM, Inc. (“Prudential”), each holder of the Series A Notes and Series B Notes (collectively, the “Existing Noteholders”) and the purchasers of the Series C Notes (as herein defined) listed on the signature pages hereto (the “Series C Purchasers”; the Series C Purchasers together with the Existing Noteholders are referred to herein as the “Noteholders”).

MODINE MANUFACTURING COMPANY RELEASE AGREEMENT (“AGREEMENT”)
Release Agreement • February 5th, 2020 • Modine Manufacturing Co • Motor vehicle parts & accessories
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