ex4_2.htm

This Third Amendment dated as of August 6, 2012 (this “Third Amendment”) to the Note Purchase and Private Shelf Agreement dated as of August 12, 2010 (as amended by the First Amendment thereto dated March 15, 2012 and the Second Amendment thereto dated as of April 20, 2012, 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”).

E. All requirements of law have been fully complied with and all other acts and things necessary to make this Third Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

“(j) Debt consisting of Swap Contracts permitted under Section 10.12(a)(iv) hereof and Debt arising in connection with Banking Services Obligations (as such term is defined in the Credit Agreement as in effect on August 6, 2012).

(k) Debt, in addition to other Debt permitted pursuant to other subsections of this Section 10.2, consisting of Guaranties of the Company with respect to Debt of its Subsidiaries permitted under the above clauses (h), (i) or (j) of this Section 10.2, provided that (1) no Default or Event of Default shall exist at the time of, or would be caused by, the incurrence of any such Guaranty and (2) the aggregate maximum amount of such Guaranties with respect to Debt of its Subsidiaries permitted under the above clauses (h) or (i) of this Section 10.2 at any time outstanding (based on the maximum amount of such Guaranties, net of any cash collateral or letter of credit provided with respect to such Guaranties or the related Debt) shall not exceed $40,000,000.”

1.2 Section 10.12(a) of the Note Agreement is amended by (i) deleting the “and” at the end of clause (viii) thereof, (ii) changing the “.” at the end of clause (ix) thereof to “; and” and (iii) adding a new clause (x) thereto to read as follows:

“(x) Investments in Foreign Subsidiaries organized under the laws of the People’s Republic of China (“PRC”) solely to the extent required under any guaranty permitted under Section 10.2(k) hereof as may be necessary to ensure that the difference between (a) such Subsidiary's registered capital and (b) the total investment in such Subsidiary that is approved by the government of the PRC, as stated in the applicable Approval Certificate for Establishment of Enterprises with Foreign Investment in the PRC, is sufficient to cover all sums that the beneficiary of such guaranty is demanding or could demand under such guaranty if such Subsidiary were in default under any of the guaranteed obligations; provided that concurrently with, or from the proceeds of, such Investment, the Company shall cause such Subsidiary to repay in full such guaranteed obligations.”

To induce Prudential and the Noteholders to execute and deliver this Third Amendment (which representations shall survive the execution and delivery of this Third Amendment), the Company and each Subsidiary Guarantor represents and warrants to the Noteholders that:

(a) this Third Amendment has been duly authorized, executed and delivered by it and this Third Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b) the Note Agreement, as amended by this Third Amendment, constitutes the legal, valid and binding obligations, contracts and agreements of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by the Company of this Third Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A)(1) violate any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including without limitation the Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under, or require any consent or approval under, any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 3(c);

(d) after giving effect to the amendments to the Note Agreement contained in this Third Amendment and to the amendment to the Credit Agreement described in Section 4(b) below, all the representations and warranties contained in Section 5 of the Note Agreement and in the other Transaction Documents are true and correct in all material respects with the same force and effect as if made by the Company and the Subsidiary Guarantors on and as of the date hereof;

(e) after giving effect to the amendments to the Note Agreement contained in this Third Amendment and to the amendment to the Credit Agreement described in Section 3(b) below, no Default or Event of Default shall be in existence;

(f) complete and correct copies of the amendment to the Credit Agreement referred to in Section 3(b) below, and all agreements and documents executed in connection therewith have been delivered to the Noteholders and are attached hereto as Exhibit A, and such amendments and other agreements and documents are being executed simultaneously herewith; and

(g) neither the Company nor any of its Subsidiaries has paid or agreed to pay, and neither the Company nor any of its Subsidiaries will pay or agree to pay, any fees or other consideration for the amendments described in Section 3(b) below, other than out-of-pocket costs and expenses as set forth in or required pursuant to such amendments.

This Third Amendment shall not become effective until, and shall become effective on the date (the “Effective Date”) when, each and every one of the following conditions shall have been satisfied:

(a) Executed counterparts of this Third Amendment, duly executed by the Company, the Subsidiary Guarantors, Prudential and the Noteholders, shall have been delivered to Prudential and the Noteholders;

(b) The Noteholders shall have received an amendment to the Credit Agreement and all agreements and documents executed in connection therewith, and such amendment and other agreements and documents shall be executed simultaneously herewith, shall be satisfactory to the Required Holders and shall become effective simultaneously with this Third Amendment;

(d) All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to the Noteholders, and the Noteholders shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

The Company hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by any Noteholder, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by any Noteholder in connection with this Third Amendment or the transactions contemplated hereby, in enforcing any rights under this Third Amendment, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Third Amendment or the transactions contemplated hereby. The obligations of the Company under this Section 4 shall survive transfer by any Noteholder of any Note and payment of any Note.

Each Subsidiary Guarantor hereby consents to the terms and conditions of this Third Amendment, including without limitation all covenants, representations and warranties, releases, indemnifications, and all other terms and provisions hereof, and the consummation of the transactions contemplated hereby, and acknowledges that its Guaranty under the Subsidiary Guaranty and its obligations under all other Transaction Documents to which it is a party remain in full force and effect and is hereby ratified and confirmed in all respects.

6.1 This Third Amendment shall be construed in connection with and as part of the Note Agreement, and except as modified and expressly amended by this Third Amendment, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect. The Company and the Subsidiary Guarantors acknowledge and agree that no holder is under any duty or obligation of any kind or nature whatsoever to grant the Company any additional amendments or waivers of any type, whether or not under similar circumstances, and no course of dealing or course of performance shall be deemed to have occurred as a result of the amendments herein.

6.2 Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Third Amendment may refer to the Note Agreement without making specific reference to this Third Amendment but nevertheless all such references shall include this Third Amendment unless the context otherwise requires.

6.5 The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Third Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

ACCEPTED AND AGREED TO:

PRUDENTIAL INVESTMENT MANAGEMENT, INC.

By:	/Prudential Investment Management, Inc./
	Vice President

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:	/The Prudential Insurance Company of America/
Title:	Vice President

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

By:	Prudential Investment Management, Inc.,
	as investment manager

By:	/Prudential Retirement Insurance and Annuity Company/
Title:	Vice President

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 6, 2012 (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.

The Borrower, the Lenders party thereto and the Agent are parties to an Amended and Restated Credit Agreement dated as of August 12, 2010 (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.

(x) Investments in Foreign Subsidiaries organized under the laws of the People’s Republic of China (“PRC”) solely to the extent required under any guaranty permitted under Section 6.16(j) hereof as may be necessary to ensure that the difference between (a) such Subsidiary's registered capital and (b) the total investment in such Subsidiary that is approved by the government of the PRC, as stated in the applicable Approval Certificate for Establishment of Enterprises with Foreign Investment in the PRC, is sufficient to cover all sums that the beneficiary of such guaranty is demanding or could demand under such guaranty if such Subsidiary were in default under any of the guaranteed obligations; provided that concurrently with, or from the proceeds of, such Investment, the Borrower shall cause such Subsidiary to repay in full such guaranteed obligations.

(j) Indebtedness, in addition to other Indebtedness permitted pursuant to other subsections of this Section 6.16, consisting of Contingent Obligations of the Borrower with respect to Indebtedness of its Subsidiaries permitted under the above clauses (g), (h) or (i) of this Section 6.16, provided that (1) no Default or Unmatured Default shall exist at the time of, or would be caused by, the incurrence of any such Contingent Obligations and (2) the aggregate maximum amount of such Contingent Obligations with respect to Indebtedness of its Subsidiaries permitted under the above clauses (g) or (h) of this Section 6.16 at any time outstanding (based on the maximum amount of such Contingent Obligations, net of any cash collateral or letter of credit provided with respect to such Contingent Obligations or the related Indebtedness) shall not exceed $40,000,000.

1.3 The first sentence of Section 5.9 of the Credit Agreement is amended to read as follows: “Schedule 5.9 contains an accurate list of all Subsidiaries of the Borrower as of August 6, 2012, setting forth their respective jurisdictions and forms of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower or other Subsidiaries.”

2.1 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 obligation 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.

2.2 After giving effect to the amendments herein contained, 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.

2.3 A complete and correct copy of the amendment to the Senior Note Purchase Agreement is attached hereto as Schedule 2.3, and such amendment is being executed simultaneously herewith and will be effective on the date hereof.

3.2 The Lenders shall have received an amendment to the Senior Note Purchase Agreement, and such amendment shall be executed simultaneously herewith, shall be satisfactory to the Agent and shall automatically become effective simultaneously with this Amendment.

4.1 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.

4.2 Except as expressly amended hereby, each of the Borrower and each Guarantor 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.

4.3 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 other electronic imaging shall be enforceable as originals.

As of the date and year first above written, each of the undersigned hereby fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated thereby, and acknowledges and agrees to all terms and provisions of the above Amendment applicable to it, including without limitation all covenants, representations and warranties, releases, indemnifications, and all other terms and provisions.

	MODINE MANUFACTURING COMPANY

	By:	/s/ Kathleen T. Powers
	Name:	Kathleen T. Powers
	Title:	Vice President, Treasurer and Investor Relations

	MODINE, INC.

	By:	/s/ William K. Langan
	Name:	William K. Langan
	Title:	President

	MODINE LLC
	By: Modine, Inc., its sole member

	By:	/s/ William K. Langan
	Name:	William K. Langan
	Title:	President

	MODINE, INC.

	By:

	Its:

	MODINE LLC

	By:

	Its:

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

	By:

	Title:

	U.S. BANK, N.A., as a Syndication Agent and as a Lender

	By:

	Title:

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

	By:

	Title:

	BMO HARRIS BANK N.A., formerly known as M&I Marshall & Ilsley Bank, as a Documentation Agent and as a Lender

	By:

	Title: