[Consents of holders on next page]

Exhibit 10.1

Modine Manufacturing Company

1500 DeKoven Avenue
Racine, Wisconsin ###-###-####

Tel. 262 ###-###-####
Fax ###-###-####

December 11, 2007

To the Holders of the Senior Notes Referred to Below

Re:

4.91% Senior Notes due September 29, 2015 (the “Senior Notes”) issued by Modine Manufacturing Company pursuant to the Note Purchase Agreement dated as of September 29, 2005 (the “Note Purchase Agreement”)

Ladies and Gentlemen:

     Modine Manufacturing Company (the “Company”) has advised the holders of the Senior Notes (the “Holders”) that in connection with its fiscal third quarter accounting review, the Company is evaluating its goodwill, and other long-lived assets and U.S. net deferred tax assets for impairment or realizability.

     In connection with the foregoing, the Company hereby requests that the Holders waive compliance with the provisions of Section 10.1(b) of the Note Purchase Agreement during the period from December 11, 2007 through March 15, 2008 (the “Waiver Period”). The Company understands and agrees that such waiver will be effective only to the extent specifically described herein and will not apply to any other covenant, restriction or requirement of the Note Purchase Agreement, and such waiver will not continue beyond the Waiver Period without the written consent of the Required Holders. All parties agree that in all other respects the Note Purchase Agreement and Senior Notes are ratified and confirmed and remain in full force and effect.

     The Company further agrees that during the Waiver Period, the Company and its Subsidiaries shall not incur additional Debt in excess of the current maximum availability under its existing credit facilities and that any incurred Debt of the Company shall be and remain pari passu in right of payment with its obligations under the Note Purchase Agreement and the Senior Notes (subject in all events to the other limitations in the Note Purchase Agreement). Failure to comply with the foregoing shall immediately terminate the effectiveness of this waiver.

     The Company represents and warrants that after giving effect to this waiver, there are no Defaults or Events of Default under the Note Purchase Agreement.

     This waiver will be effective upon written consent of the Required Holders as provided in Section 17 of the Note Purchase Agreement.

     The Company agrees that it will, pursuant to Section 15.1 of the Note Purchase Agreement, promptly pay all expenses related to this waiver, including the reasonable fees and disbursements of Chapman and Cutler LLP, as special counsel for the Holders.

     Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note Purchase Agreement.

[Consents of holders on next page]

Acknowledged and agreed as of December 11, 2007

AMERICAN FAMILY INSURANCE COMPANY				STANDARD INSURANCE COMPANY
By:		Name:		By:		Name:
		Title:				Title:
MODERN WOODMEN OF AMERICA				STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
By:		/s/ Douglas A. Pannier   Name: Douglas A. Pannier		By:		/s/ Julie Pierce   Name: Julie Pierce
		Title: Supervisor — Private Placements				Title: Senior Investment Officer
				By:		/s/ Jeffrey T. Attwood   Name: Jeffrey T. Attwood
						Title: Investment Officer
THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.				STATE FARM LIFE INSURANCE COMPANY
By:		Prudential Investment Management (Japan), Inc., as Investment Manager		By:		/s/ Julie Pierce   Name: Julie Pierce
						Title: Senior Investment Officer
By:		Prudential Investment Management, Inc. as Sub-Adviser		By:		/s/ Jeffrey T. Attwood   Name: Jeffrey T. Attwood
By:		/s/ William S. Engelking   Name: William S. Engelking				Title: Investment Officer
		Title:
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY				STATE OF WISCONSIN INVESTMENT BOARD
By:		Prudential Investment Management, Inc. as investment manager		By:		/s/ Christopher P. Prestigiacomo   Name: Christopher P. Prestigiacomo
By:		/s/ William S. Engelking				Title: Portfolio Manager
		Name: William S. Engelking
		Title:

MTL INSURANCE COMPANY				WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY
By:		Prudential Private Placement Investors, L.P. (as Investment Advisor)		By:		/s/ Robert T. Maher   Name: Robert T. Maher
						Title: Vice President
By:		Prudential Private Placement Investors, Inc. (as its General Partner)
				By:		/s/ James J. Stolze   Name: James J. Stolze
By:		/s/ William S. Engelking				Title: Assistant Vice President
		Name: William S. Engelking
		Title:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:		/s/ William S. Engelking   Name: William S. Engelking
		Title: