FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT - 5.68% SENIOR NOTES

Exhibit 10.2

EXECUTION COPY

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
(2006)

     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”).

RECITALS:

     A. The Company and the Noteholders are parties the Note Purchase Agreement pursuant to which the Company issued the $50,000,000 5.68% Senior Notes, Series A, due December 7, 2017 and the $25,000,000 5.68% Senior Notes, Series B, due December 7, 2018 (collectively, the “Notes”).

     B. The Company has requested that the Noteholders agree to certain amendments to the Note Purchase Agreement as set forth below and the Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, set forth in this First Amendment.

     C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

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

      NOW, THEREFORE , in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1. CONSENTS AND AMENDMENTS.

     Effective as of December 26, 2007 upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment as set forth in Section 3.1 hereof, the Company and the Noteholders agree that the Note Purchase Agreement is amended as follows:

     1.1 The definition of “Consolidated EBIT” in Schedule B to the Note Purchase Agreement is amended in its entirety to read as follows:

      “Consolidated EBIT” means, for the Company and its Subsidiaries for any period, an amount equal to the sum of (a) Consolidated Net Earnings for such period plus (b) to the extent deducted in determining Consolidated Net Earnings for such period, (i) Consolidated Interest Expense, (ii) federal, state, local and foreign income tax expense and franchise tax expense paid or accrued during such period, determined on a consolidated basis in accordance with GAAP, (iii) non-cash stock option expense for such period, determined on a consolidated basis in accordance with GAAP, (iv) non-cash charges which are unusual, non-recurring or extraordinary, determined on a consolidated basis, (v) Restructuring Charges incurred prior to the end of the Company’s fiscal year ending March 31, 2010 not exceeding, in the aggregate through the end of such fiscal year, $25,000,000, and (vi) non-cash expense incurred directly as a result of mandatory changes to significant accounting policies which are mandated by the Financial Accounting Standards Board, determined on a consolidated basis in accordance with GAAP, minus (c) to the extent included in determining Consolidated Net Earnings for such period, non-cash gains which are unusual, non-recurring or extraordinary, determined on a consolidated basis, in each case for such period; provided, however , that the Consolidated Net Earnings, Consolidated Interest Expense, income tax expense, franchise tax expense, non-cash stock option expense, unusual, non-recurring or extraordinary non-cash charges or gains and non-cash expense incurred directly as a result of mandatory changes to significant accounting policies of any Person acquired by the Company or any Subsidiary during such period that accrue prior to the date such Person becomes a Subsidiary or is merged into or consolidated with or otherwise acquired by the Company or any Subsidiary, shall be included in calculating Consolidated EBIT, on a pro forma basis as if such acquisition had been consummated on the first day of such period.

     1.2 The proviso in the definition of “Consolidated EBITDA” on Schedule B to the Note Purchase Agreement is amended in its entirety to read as follows:

     “ provided, however , that the Consolidated Net Earnings, Consolidated Interest Expense, income tax expense, franchise tax expense, non-cash stock option expense, unusual, non-recurring or extraordinary non-cash charges or gains, non-cash expense incurred directly as a result of mandatory changes to significant accounting policies, depreciation and amortization of any Person acquired by the Company or any Subsidiary during such period that accrue prior to the date such Person becomes a Subsidiary or is merged into or consolidated with or otherwise acquired by the Company or any Subsidiary, shall be included in calculating Consolidated EBITDA, on a pro forma basis as if such acquisition had been consummated on the first day of such period.”

     1.3 The definition of “SWAP Contract” on Schedule B to the Note Purchase Agreement is amended by amending the proviso at the end thereof to read as follows:

     “ provided, however , that any transactions that would otherwise be included under clauses (a) or (b) above shall not be so included if entered into in the ordinary course of business of the Company or a Subsidiary for the purposes of hedging a risk exposure of the Company or a Subsidiary and not for speculative purposes.”

     1.4 A definition of “Restructuring Charges” is added to Schedule B to the Note Purchase Agreement to read as follows:

      “Restructuring Charges” means certain cash charges related to the Company’s restructuring program announced on or about January 31, 2008 only insofar as such charges specifically relate to the following categories of expense: severance, retained restructuring consulting, equipment transfer, employee outplacement, environmental services, and employee insurance continuation.

     1.5 Section 7.1 of the Note Purchase Agreement is amended by re-lettering clause (f) thereof as clause (g), and adding new clause (f) thereto, such clause (f) to read as follows:

     “(f) Amendments to Other Agreements - promptly upon the execution and delivery thereof, notice of any waiver, consent, modification or amendment of or to the Credit Agreement or the 2005 Note Purchase Agreement, together with a copy of the documentation relating thereto; and”

     1.6 New Section 8.8 is added to the Note Purchase Agreement, such Section 8.8 to read as follows:

     “Section 8.8. Supplemental Interest . In addition to the interest accruing on the Notes as provided in the Notes, the Company agrees to pay to each holder of a Note supplemental interest (the “Supplemental Interest” ) for the period beginning on April 1, 2008 and ending on June 30, 2009 at the rate of 0.35% per annum on the outstanding principal balance of the Notes held by such holder. The Supplemental Interest with respect to each Note shall be computed on the same basis as interest on such Note is computed (i.e., on a basis of a 360-day year of 30-day months) and shall be paid semi-annually in arrears on the same dates upon which interest is payable on such Note. The Supplemental Interest shall be considered to be part of the “interest” accruing and due any payable upon the Notes for the purposes of Section 11(b) and the other provisions of this Agreement.”

     1.7 Section 10.1 of the Note Purchase Agreement is amended in its entirety to read as follows:

     “Section 10.1. Limitations on Consolidated Total Debt ” The Company will not permit as of the last day of each fiscal quarter the ratio of (a) Consolidated Total Debt to (b) Consolidated EBITDA for the four consecutive fiscal quarters then most recently ended, to exceed 3.00 to 1.0.”

     1.8 Section 10.3 of the Note Purchase Agreement is amended its entirety to read as follows:

     “Section 10.3 Interest Expense Coverage Ratio . The Company will not permit, at the end of any fiscal quarter set forth below, the ratio of (a) Consolidated EBIT for the period of the four consecutive fiscal quarters ended with such fiscal quarter, to (b) Consolidated Interest Expense for the period of the four consecutive fiscal quarters ended with such fiscal quarter, to be less than the amount set forth in the table below for such fiscal quarter:

		Minimum Interest
Fiscal Quarter		Expense Coverage Ratio
Any fiscal quarters ending on or before March