On May 19, 2020, Modine Manufacturing
Company (the “Company”) entered into (i) an
Amendment No. 1 to Fourth Amended and Restated Credit Agreement among the Company, Airedale International Air Conditioning Limited (together with the Company, the “Borrowers”), the institutions party thereto as lenders and JPMorgan Chase Bank, N.A., in its capacity as administrative
agent (in such capacity, the “Administrative Agent”) (the “First Amendment”), pursuant
to which the Company amended that certain Fourth Amended and Restated Credit Agreement dated as of June 28, 2019 (the “Existing Credit Agreement”; as amended by the First Amendment, the “Credit Agreement”) among the Borrowers, the other subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and the Administrative Agent
and (ii) a Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement (the “Second Amendment”; together with the First Amendment, the “Amendments”) among the Company, PGIM, Inc. (“Prudential”) and the existing noteholders, pursuant to which the Company amended that certain Second Amended and Restated Note Purchase and Private Shelf Agreement dated as
of August 6, 2019 (as previously amended by a First Amendment dated as of January 31, 2020, the “Existing Note Purchase Agreement”; as amended by the Second Amendment, the “Note Purchase
Agreement”) among the Company, Prudential and the existing noteholders, in each case as further detailed below.
Among other changes, the Amendments revise
the net leverage covenant in the Existing Credit Agreement and the Existing Note Purchase Agreement so as to limit the ratio of (i) the Company’s consolidated total debt, subject to certain adjustments, on the last day of any fiscal quarter to
(ii) the Company’s consolidated net income before interest, taxes, depreciation and amortization, subject to certain adjustments (“EBITDA”), for the four consecutive fiscal quarters then ended, as follows:
The maximum net leverage ratio under each of the Existing Credit Agreement and the Existing
Note Purchase Agreement was 3.25 to 1.00 for each fiscal quarter. Notwithstanding the Amendments and subject to certain conditions, the Company may still elect to increase temporarily the maximum permitted net leverage ratio in connection with
certain material acquisitions to up to 3.75 to 1.00 under each of the Credit Agreement and the Note Purchase Agreement.
Furthermore, the Amendments amend the Existing Credit Agreement and the Existing Note
Purchase Agreement to, among other things:
Moreover, the First Amendment amends the Existing Credit Agreement to, among other things:
Additionally, the Second Amendment amends the Existing Note Purchase Agreement to, among other things:
The foregoing descriptions of the First Amendment and the
Second Amendment do not purport to be complete and each such description is qualified in its entirety by reference to the full text of such agreements. Copies of the First Amendment and the Second Amendment are filed herewith as Exhibits 4.1 and
4.2, respectively, and each is incorporated herein by reference. In the ordinary course of business, certain of the agents and/or
lenders under the Credit Agreement and the Note Purchase Agreement and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to the
Company and/or one or more of its subsidiaries for which they have received, and may in the future receive, compensation.