Wisconsin
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1-1373
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39-0482000
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State or other jurisdiction of incorporation
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Commission File Number
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I.R.S. Employer Identification Number
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1500 DeKoven Avenue, Racine, Wisconsin
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53403
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Address of principal executive offices
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Zip Code
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Registrant’s telephone number, including area code:
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(262) 636-1200
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o
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Written communications pursuant to Rule 425 under the Securities Act
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 1.01
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Entry into a Material Definitive Agreement
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Item 9.01
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Financial Statements and Exhibits
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Item 1.01
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Entry into a Material Definitive Agreement
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·
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Second Amendment to Amended and Restated Credit Agreement (the “Second Credit Amendment”) dated as of April 20, 2012, with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, LC Issuer, Swing Line Lender and as a Lender, and U.S. Bank, N.A. and Wells Fargo Bank, N.A. as Syndication Agents and as Lenders, BMO Harris Bank N.A., formerly known as M&I Marshall & Ilsley Bank, as Documentation Agent and as Lender and Associated Bank, N.A. and Comerica Bank (collectively, the “Lenders”). The Credit Amendment amends Modine’s existing four-year, $145 million multi-currency revolving credit facility dated as of August 12, 2010 (the “Original Credit Agreement”); and
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·
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Second Amendment to Note Purchase and Private Shelf Agreement (the “Second Note Purchase Amendment”) dated as of April 20, 2012, with Prudential Investment Management, Inc., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (collectively the “Noteholders”) pursuant to which the Company and the Note Holders amended their Note Purchase and Private Shelf Agreement dated August 12, 2010 (the “Original Note Purchase Agreement”).
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·
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A provision that was present in the Original Credit Agreement and inadvertently removed during the process of a recent amendment was restored. The provision adds to permitted Indebtedness an aggregate additional basket of $15 million.
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·
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A provision that was present in the Original Note Purchase Agreement and inadvertently removed during the process of a recent amendment was restored. The provision adds to permitted Debt an aggregate additional basket of $15 million.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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4.1
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Second Amendment to Amended and Restated Credit Agreement
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4.2
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Second Amendment to Note Purchase and Private Shelf Agreement
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Modine Manufacturing Company
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By: /s/ Thomas A. Burke
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Thomas A. Burke
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President and Chief Executive Officer
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By: /s/ Margaret C. Kelsey
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Margaret C. Kelsey
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Vice President, Corporate Development and
General Counsel and Secretary
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Exhibit No.
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Description
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Second Amendment to Amended and Restated Credit Agreement
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Second Amendment to Note Purchase and Private Shelf Agreement
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