8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2005

PROLIANCE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware				1-13894				34-1807383
(State or other jurisdiction of incorporation)				(Commission File Number)				(I.R.S. Employer Identification No.)

100 Gando Drive, New Haven, Connecticut 06513
(Address of principal executive offices, including zip code)
(203) 401-6450
(Registrant's telephone number, including area code)
TRANSPRO, INC.
(Former name, or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[     ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[     ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[     ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

General:

As described in Item 2.01 below, on July 22, 2005 Proliance International, Inc. (f/k/a Transpro, Inc., the "Company") completed the previously announced merger pursuant to which Modine Aftermarket Holdings, Inc. ("Modine Aftermarket"), a former subsidiary of Modine Manufacturing Company ("Modine"), merged into the Company.

License Agreement:

On July 22, 2005, immediately prior to the merger, Modine and Modine Aftermarket entered into an Aftermarket License Agreement, and the Company succeeded to Modine Aftermarket's rights and obligations under the agreement as a result of the merger. Under the terms of the license agreement, Modine has granted Proliance a nonexclusive, royalty-free right and license to use certain Modine marks for a five-year period and certain Modine patents during the time that such patents remain valid and enforceable. The foregoing description of the license agreement does not purport to be complete and is qualified in its entirety by reference to the license agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Director and Officer Indemnification Agreements:

Effective July 22, 2005, the Company executed indemnification agreements for the benefit of each of its non-employee directors (William J. Abraham, Jr., Barry R. Banducci, Philip Wm. Colburn, Paul R. Lederer, Vincent L. Martin, Bradley C. Richardson, James R. Rulseh, F. Alan Smith and Michael T. Yonker) and each of its executive officers (Charles E. Johnson, David Albert, Kenneth T. Flynn, Jr., Jeffrey L. Jackson and Richard A. Wisot). The indemnification agreements supplement indemnification provisions contained in the Company's certificate of incorporation and bylaws.

In general, the indemnification agreements provide that the Company will indemnify each indemnitee to the fullest extent permitted or required by the laws of the State of Delaware from any losses arising out of or resulting from acts or failures to act by the indemnitee in his capacity as a director, officer, employee or agent of the Company, from acts or failures to act by the indemnitee in respect of any business of the Company and from the indemnitee's status as a director, officer, employee or agent of the Company. In addition, the indemnification agreements provide for the advancement of expenses incurred by the indemnitee in connection with any proceeding covered by the agreement, provided that the indemnitee will repay any amounts actually advanced if it is determined that such amounts were in excess of amounts paid or payable by the indemnitee in respect of expenses relating to an indemnifiable claim. The agreements also establish procedures for the defense of indemnifiable claims, generally require the Company to maintain director and officer insurance and address continuation of coverage after the indemnitee ceases to be a director or officer of the Company. The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Approval of Equity Incentive Plan:

At the Company's annual meeting of stockholders on July 22, 2005, the Company's stockholders approved the Company's new Equity Incentive Plan. The terms of the plan are set forth in the Company's proxy statement/prospectus-information statement dated June 21, 2005 and are incorporated herein by reference. A copy of the plan approved by the shareholders, as modified to reflect the change of the Company's name from Transpro, Inc. to Proliance International, Inc., is filed as Exhibit 10.3 hereto and incorporated herein by reference.

Amendment to Loan and Security Agreement

In connection with the merger, on July 22, 2005 the Company amended its $80.0 million credit facility with Wachovia Capital Financial Corporation (New England), formerly known as Congress

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Financial Corporation (New England) effective July 21, 2005. The amended credit facility consists of a revolving credit line in the maximum amount of $78.3 million and a $1.7 million term loan, each of which was amended to expire on July 21, 2009 (subject to renewal on an annual basis thereafter). Under the amended credit facility, the interest rate is 2% over a Eurodollar-based rate through April 21, 2006 and ranges from 1.75% to 2.25% over such rate thereafter. The amended credit facility also provides that the Company may pay dividends or repurchase capital stock of up to $3.0 million annually so long as excess availability is at least $18.0 million for the 30 consecutive days both prior to and following the payment date. The amended credit facility also amends the borrowing base calculation such that (i) up to $55.0 million in respect of eligible inventory may be counted and (ii) availability reserves may be revised for dilution in respect of the Company's accounts. The amended credit facility adds financial covenants for (i) minimum EBITDA (tested quarterly commencing September 30, 2005 and not required if excess availability exceeds $15.0 million), (ii) minimum excess availability ($5.0 million at all times through June 30, 2006 and $13.0 million immediately after giving effect to the merger), and (iii) capital expenditures (not to exceed $12.0 million in any calendar year and, if financed, financed under the amended credit facility). The Company was required to, and did, satisfy customary conditions to the amendment of the credit facility and to Wachovia's consent to the merger. The foregoing description of the amended credit facility does not purport to be complete and is qualified in its entirety by reference to the twelfth amendment to the loan and security agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Item 2.01.    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On July 22, 2005, following receipt of approval of the Company's stockholders, the Company completed its merger transaction pursuant to which Modine Aftermarket merged into the Company. Modine Aftermarket was spun off from Modine immediately prior to the merger and held Modine's aftermarket business. Upon effectiveness of the merger, the Company changed its name to "Proliance International, Inc." and, effective July 26, 2005, the Company's common stock began trading on the American Stock Exchange under the ticker symbol "PLI". In connection with the merger, the Company has issued a total of 8,145,795 shares of its common stock to Modine shareholders, or 0.235681 shares for each outstanding Modine common share. Immediately after the effectiveness of the merger, prior Transpro, Inc. shareholders owned 48% of the combined company on a fully diluted basis, while Modine shareholders owned the remaining 52%.

Item 2.05.    COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

With the completion of the merger described in Item 2.01 above, the Company, as previously disclosed, will be embarking on a 12 to 18 month integration period that is expected to result in one-time restructuring charges of $10 million to $14 million. While specific action plans are in the process of being finalized, they represent a combination of charges to rationalize facilities, improve manufacturing efficiency and lower operating costs and will impact both the prior Modine aftermarket business and historical Transpro locations. It is anticipated that costs associated with the prior Modine aftermarket business facilities will be recorded in the opening acquisition balance sheet while costs associated with historical Transpro facilities will be recorded in the income statement. As specific plans are committed to, details will be disclosed.

On July 22, 2005, the authorized senior executive officers of the Company determined to commit the Company to closing its radiator and oil cooler manufacturing plant in Emporia, Kansas and two heavy duty regional plants located in Seattle, Washington and Denver, Colorado as the first phase of its merger restructuring program. These facilities are being combined into other existing Company facilities. These actions are being taken in order to eliminate duplicate facilities and lower manufacturing costs. The closure and consolidation actions are expected to be completed by the end of 2005 and are expected to result in between $3.5 million and $4.5 million of restructuring costs. Of these costs, between $1.1 and $1.5 will be associated with moving inventory and fixed assets, between $0.7 and $0.9 will be for facility exit costs and between $1.7 and $2.1 will be one-time personnel related termination expenses. It is expected that the majority of these costs will be accrued in the opening acquisition balance sheet and all costs are expected to result in future cash expenditures. On

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July 25, 2005, the Company issued a press release attached hereto as Exhibit 99.1, disclosing the initiation of the restructuring program.

Item 5.02.    DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(b)    On July 22, 2005, Sharon M. Oster resigned from the Board of Directors of the Company. She had served as a member of the Audit Committee of the Board of Directors.

(d)    On July 22, 2005, pursuant to and in accordance with the merger of Modine Aftermarket into the Company, the Company's Board of Directors became classified and Vincent L. Martin, Bradley C. Richardson, James R. Rulseh and Michael T. Yonker became directors of the Company. Messrs. Martin, Richardson, Rulseh and Yonker were designated by Modine in connection with the merger. Messrs. Martin and Yonker are currently directors of Modine, and Messrs. Richardson and Rulseh are currently executive officers of Modine.

Effective as of the merger, the members of the Company's Board of Directors are classified as follows:

Director				Class				Term Expires
Bradley C. Richardson					I				2006
Paul R. Lederer					I				2006
William J. Abraham, Jr.					I				2006
James R. Rulseh					II				2007
Michael T. Yonker					II				2007
F. Alan Smith					II				2007
Charles E. Johnson					III				2008
Vincent L. Martin					III				2008
Philip Wm. Colburn					III				2008
Barry R. Banducci					III				2008

The Board of Directors has not yet determined on which Board committees Messrs. Martin, Richardson, Rulseh and Yonker will serve, although it expects to do so at its next scheduled meeting.

Item 5.03.    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

As described in the proxy statement/prospectus-information statement relating to the merger, as a result of the merger, effective July 22, 2005, the certificate of incorporation and bylaws of the Company were amended and restated to change the Company's name from Transpro, Inc. to Proliance International, Inc., to increase the Company's number of authorized shares of common stock to 47.5 million and to make certain other changes. The amendments also implemented a classified board of directors, with one class of directors being elected at the Company's annual shareholders meeting in 2006, 2007 and 2008, including related provisions (i) providing that vacancies on the board may only be filled by remaining board members and directors may only be elected at annual meetings or removed for cause and (ii) requiring the vote of holders of 80% of the Company's voting stock to remove a director or amend the classified board and the related provisions. The classified board and related provisions will automatically cease to apply at the 2009 annual shareholders meeting, and all of the Company's directors will be elected for one-year terms beginning with that meeting. The foregoing description of the amended and restated certificate of incorporation and bylaws of the Company does not purport to be complete and is qualified in its entirety by reference to such documents, copies of which are filed as Exhibits 3.1 and 3.2 hereto and incorporated herein by reference.

Item 8.01.    OTHER EVENTS

On July 25, 2005, the Company issued a press release announcing the initiation of a restructuring program to include the closure of its Emporia, Kansas facility and two heavy duty regional plants in Denver, Colorado and Seattle, Washington. A copy of this press release is furnished as Exhibit 99.1 hereto.

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Item 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(a)    Financial Statements of Businesses Acquired.

The financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K will be filed within 71 calendar days after the date on which this report on Form 8-K must be filed.

(b)    Pro Forma Financial Information.

The pro forma financial information required pursuant to Item 9.01(b) of Form 8-K will be filed within 71 calendar days after the date on which this report on Form 8-K must be filed.

(c)    Exhibits – The following exhibits are filed, or in the case of Exhibit 99.1, furnished, as part of this report:

3.1	Amended and Restated Certificate of Incorporation of Proliance International, Inc.

3.2	Amended and Restated Bylaws of Proliance International, Inc.

10.1	License Agreement between the Company (as successor to Modine Aftermarket Holdings, Inc.) and Modine Manufacturing Company

10.2	Form of Director and Officer Indemnification Agreement

10.3	Proliance International, Inc. Equity Incentive Plan

10.4	Twelfth Amendment to Loan and Security Agreement

99.1	Press Release dated July 25, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PROLIANCE INTERNATIONAL, INC.

Date: July 28, 2005By:/s/ Richard A. Wisot

Richard A. Wisot
Vice President, Treasurer, Secretary,
and Chief Financial Officer

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EX-3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PROLIANCE INTERNATIONAL, INC.

FIRST.    The name of the corporation is Proliance International, Inc.

SECOND.    The address of its registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is The Corporation Service Company.

THIRD.    The nature of the business or purposes to be conducted or promoted is:

To carry on and conduct any and every kind of manufacturing, distribution and service business; to manufacture, process, fabricate, rebuild, service, purchase or otherwise acquire, to design, invent or develop, to import or export, and to distribute, lease, sell, assign or otherwise dispose of and generally deal in and with raw materials, products, goods, wares, merchandise and real and personal property of every kind and character; and to provide services of every kind and character.

To conduct any lawful business, to exercise any lawful purpose and power, and to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the "DGCL").

In general, to possess and exercise all the powers and privileges granted by the DGCL or by any other law of Delaware or by this Amended and Restated Certificate of Incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

FOURTH.    The total number of shares of stock which the corporation shall have authority to issue is 50,000,000, of which 2,500,000 shares shall be Preferred Stock, par value $.01 per share, and 47,500,000 shares shall be Common Stock, par value $.01 per share. The Preferred Stock may be issued from time to time in one or more series with such distinctive serial designations and (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (f) shall have such other relative, participating, optional or other special rights, qualifications, limitations, preferences or restrictions thereof, all as may be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Stock from time to time adapted by the board of directors pursuant to authority so to do which is hereby vested in the board. An existing Certificate of Designation designating a series of preferred stock consisting of 30,000 shares is annexed hereto.

FIFTH.    In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a resolution of a majority of the whole board, to designate one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate

one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the oversight of the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that (a) such committee shall not have the power to amend the by-laws or this Amended and Restated Certificate of Incorporation and (b) the by-laws may provide that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

When and as authorized by the affirmative vote of the holders of a majority of the issued and outstanding stock having voting power given at a stockholders' meeting duly called upon such notice as is required by statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

SIXTH.    (a)    The number of directors of the corporation shall be as from time to time fixed by or in the manner provided in the by-laws and shall not be less than three.

(b)    The board of directors shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as the then total number of directors constituting the entire board permits with the term of office of one class expiring each year, designated as Class I, Class II and Class III. Directors shall be assigned to each class in accordance with a resolution adopted by the board. The directors first appointed to Class I shall hold office for a term expiring at the annual meeting of stockholders to be held in 2006; the directors first appointed to Class II shall hold office for a term expiring at the annual meeting of stockholders to be held in 2007; and the directors first appointed to Class III shall hold office for a term expiring at the annual meeting of stockholders to be held in 2008. The members of each class shall hold office until their successors are elected and qualified or until their earlier resignation, retirement, removal or death.

(c)    Subject to the rights, if any, of the holders of any series of Preferred Stock, any vacancy on the board of directors that results from an increase in the number of directors may only be filled by a majority of the board then in office, provided that a quorum is present, and any other vacancy occurring on the board may only be filled by a majority of the board then in office, even if less than a quorum, or by a sole remaining director. If the number of directors which constitutes the whole board is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that coincides with the remaining term of that class, but in no event shall a decrease in such number of directors shorten the term of any incumbent director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

(d)    At each succeeding annual meeting of the stockholders of the corporation, the successors to the class of directors whose term expires at that meeting shall be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Subject to the rights, if any, of the holders of any series of Preferred Stock, directors may be elected by the stockholders only at an annual meeting of stockholders.

(e)    Subject to the rights, if any, of the holders of any series of Preferred Stock to elect directors, any director may be removed from office by the stockholders only for cause and only in the manner

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provided in this Article Sixth. At any annual meeting or special meeting of the stockholders, the notice of which states that the removal of a director or directors is among the purposes of the meeting, the affirmative vote of the holders of at least 80% of the issued and outstanding stock having voting power, voting together as a single class, may remove such director or directors.

(f)    Notwithstanding any other provision in this Amended and Restated Certificate of Incorporation or in the by-laws to the contrary, the affirmative vote of at least 80% of the issued and outstanding stock having voting power, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, this Article Sixth.

(g)    Effective as of the date of the 2009 annual meeting of stockholders (the "Declassification Date"), paragraphs (b) through (f) of this Article Sixth shall automatically terminate and be of no further effect, and stockholders of the corporation will elect all directors on an annual basis. After the Declassification Date, directors shall be elected, and vacancies and newly created directorships shall be filled, as set forth in the by-laws.

SEVENTH.    The corporation shall indemnify each director, officer, employee or agent of the corporation and each person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the fullest extent permitted by the DGCL or any other applicable laws as presently or hereafter in effect. Without limiting the generality of the foregoing, the corporation may enter into one or more agreements with any person which provide for indemnification greater than or different from that provided in this Article.

EIGHTH.    Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH.    Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.

TENTH.    Subject to any rights granted to the holders of any class or series of Preferred Stock, any corporate action upon which a vote of stockholders is required or permitted to be taken must be effected at a duly called annual or special meeting of the stockholders of the corporation and may not be effected by any consent in writing of such stockholders.

ELEVENTH.    The corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TWELFTH.    To the fullest extent permitted by the DGCL or any other applicable laws presently or hereafter in effect, no director of the corporation shall be personally liable to the

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corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the corporation. Neither the amendment or repeal of this Article, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended.

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Annex to Amended and Restated
Certificate of Incorporation of
Proliance International, Inc.

CERTIFICATE OF DESIGNATION
OF SHARES OF
PREFERRED STOCK DESIGNATED AS
SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF
TRANSPRO, INC.

PURSUANT TO SECTION 151 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

The undersigned DOES HEREBY CERTIFY that the resolution attached hereto as Exhibit A was duly adopted by the Board of Directors of Transpro, Inc., a Delaware corporation (hereinafter called the "Corporation"), the Certificate of Incorporation of which was filed on July 28, 1995, at a meeting of the Board of Directors of the Corporation duly called and held on June 18, 1998, at which meeting a quorum was present and acting throughout.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its Vice President, John C. Martin III, this 31st day of July, 1998.

/s/ John C. Martin, III                        
John C. Martin III, Vice President

[Corporation Seal]

EXHIBIT A

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation (the "Board of Directors") by the provisions of the Certificate of Incorporation of the Corporation, there is hereby created, out of the 2,500,000 shares of preferred stock of the Corporation authorized in Article Fourth of its Certificate of Incorporation, a series of preferred stock of the Corporation consisting of 30,000 shares, which series shall have the following designations, powers, preferences, rights, qualifications, limitations and restrictions:

Section 1. DESIGNATION; NUMBER OF SHARES; PAR VALUE.    The designation of said series of preferred stock shall be Series B Convertible Redeemable Preferred Stock (the "Series B Preferred Stock"). The number of shares of Series B Preferred Stock shall be 30,000. The shares of Series B Preferred Stock shall be issued as full shares and shall have a par value of $0.01 per share.

Section 2. DIVIDENDS.    Each outstanding share of Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative dividends at the applicable Dividend Rate (as defined below) payable in cash on July 1, 1998 for the period beginning with the date of original issuance and ending on June 30, 1998, and thereafter quarterly on the first day of October, January, April and July in each year (the "Dividend Payment Date") with respect to the quarterly period ending on the last day of September, December, April or June next preceding such Dividend Payment Date. Dividends payable on the Series B Preferred Stock shall be computed on the basis of a 365-day year. As used herein, the "Dividend Rate" shall mean:

(a) for the period beginning on the date of original issuance of the Series B Preferred Stock (the "Original Issuance Date") and ending on the first anniversary of the Original Issuance Date, two percent (2%) per annum of the Liquidation Preference (as hereinafter defined) of such Series B Preferred Stock as in effect from time to time during such period;

(b) for the period beginning on the first anniversary of the Original Issuance Date and ending on the second anniversary of the Original Issuance Date, three and one-half percent (3.5%) per annum of the Liquidation Preference of such Series B Preferred Stock as in effect from time to time during such period; and

(c) for the period beginning on the second anniversary of the Original Issuance Date and thereafter until the Series B Preferred Stock has been redeemed or converted, five percent (5%) per annum of the Liquidation Preference of such Series B Preferred Stock as in effect from time to time during such period.

Dividends on the Series B Preferred Stock shall not be declared or paid if prohibited under the terms of any bond, financing, credit or other agreement entered into by the Corporation. Any dividend on the Series B Preferred Stock which is not paid within thirty (30) days of the relevant Dividend Payment Date shall bear interest at the rate of five percent (5%) per annum from such Dividend Payment Date until paid or until such Series B Preferred Stock is converted or redeemed.

Section 3. CONVERSION RIGHTS.

(a) Subject to Paragraph 3(b), each share of the Series B Preferred Stock shall be convertible at the option of the holder thereof into fully paid and nonassessable shares of common stock of the Corporation, par value $.01 per share (the "Common Stock"), in accordance with the following schedule:

(1) one-half of each share of Series B Preferred Stock originally issued shall be convertible beginning on the third anniversary of the Original Issuance Date;

(2) an additional one-quarter of each share of Series B Preferred Stock originally issued shall be convertible beginning on the fourth anniversary of the Original Issuance Date; and

(3) all the shares of Series B Preferred Stock shall be convertible beginning on the fifth anniversary of the Original Issuance Date.

The determination of the portion of each share of Series B Preferred Stock which has become convertible shall be made with reference to the shares of Series B Preferred Stock originally issued.

For example, if a certificate for 1,000 shares of Series B Preferred Stock were originally issued and on the third anniversary of the Original Issuance Date one-half of each of such shares were converted, the remaining shares would not become convertible until the fourth anniversary of the Original Issuance Date, at which time one-half of such shares would become convertible, and the balance of such shares would become convertible on the fifth anniversary of the Original Issuance Date. The portion of the shares of Series B Preferred Stock which has become convertible and has not been converted is referred to herein as the "Eligible Preferred Stock."

(b) The number of shares of Common Stock into which the Eligible Preferred Stock shall be convertible pursuant to Paragraph 3(a) shall be calculated at the time of conversion (the "Conversion Rate") and shall be equal to the aggregate Liquidation Preference on the date of conversion for all shares of Eligible Preferred Stock to be converted plus all unpaid accrued dividends on such shares other than (i) Excepted Dividends (as defined below), and (ii) any interest accrued on such unpaid accrued dividends, divided by the Current Market Value (as defined below) of one share of Common Stock (the "Conversion Rate Calculation"); provided, however, that unless waived by the Corporation, the aggregate number of shares of Common Stock which may be issued upon conversion of all Eligible Preferred Stock may not exceed seven percent (7%) of the total number of shares of Common Stock outstanding after giving effect to such conversion (the "Conversion Cap"). As used herein, "Excepted Dividend" shall mean a dividend on the Common Stock which has been declared and the record date for which is a date which falls prior to the Conversion Time (as hereinafter defined) but the Dividend Payment Date for which is a date which falls after the Conversion Time. As used herein, "Current Market Value" shall mean the average of the daily closing prices of a share of Common Stock, ex dividend, reported as "New York Stock Exchange Composite Transactions" by The Wall Street Journal (Midwest Edition) during the twenty (20) consecutive trading days ending on the third trading day prior to the Conversion Time.

(c) Each conversion of Eligible Preferred Stock shall be effected by the surrender of the certificate or certificates for the Series B Preferred Stock which includes the Eligible Preferred Stock to be converted at the principal office of the Corporation (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holder or holders of the Series B Preferred Stock) at any time during its usual business hours together with written notice by the holder of such Eligible Preferred Stock stating that such holder desires to convert a stated number of the shares of Eligible Preferred Stock, represented by such certificate or certificates, which notice shall also specify the name or names (with addresses) and denomination in which the certificate or certificates for Common Stock shall be issued and shall include instructions for delivery thereof. Such conversion shall be deemed to have been effected as of 5:00 p.m. eastern standard time on the business day on which such certificate or certificates shall have been surrendered and such notice shall have been received by the Corporation, and at such time (the "Conversion Time"), the rights of the holder of such Eligible Preferred Stock (or specified portion thereof), as such holder, shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. For purposes of the preceding sentence, certificates surrendered to and notices received by the Corporation after 5:00 p.m. eastern standard time or on a day other than a business day shall be deemed to have been surrendered or received on the next succeeding business day. For purposes of this Paragraph, "business day" shall mean any day on which banks located in New York, New York are open for business.

Notwithstanding the foregoing, the Corporation shall not be required to convert any shares of Eligible Preferred Stock while the stock transfer books of the Corporation are closed for any purpose; but the surrender of Eligible Preferred Stock for conversion during any period while such books are so closed shall occur immediately upon reopening of such books. Notwithstanding the foregoing, the Conversion Time and Conversion Rate shall be determined without regard to the closing of the transfer books.

(d) As soon as possible after the Conversion Time (and in no event more than 15 days after the Conversion Time), the Corporation shall deliver to the converting holder, or, with respect to the certificate(s) specified in (i) below, as specified by such converting holder:

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(1) a certificate or certificates representing the number of full shares of Common Stock issuable by reason of such conversion registered in such name or names and such denomination or denominations as the converting holder shall have specified;

(2) the amount payable under Paragraph 3(e) hereof in lieu of any fractional share of Common Stock otherwise issuable by reason of such conversion; and

(3) a certificate representing the aggregate number of shares of Series B Preferred Stock, if any, that shall have been represented by the certificate or certificates that shall have been delivered to the Corporation in connection with such conversion but that shall not have been converted.

(e) If any fractional interest in a share of Common Stock would, except for the provisions of this Paragraph 3(e), be deliverable upon any conversion, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount equal to the Current Market Value of such fractional interest as of the Conversion Time. The determination of whether a fractional interest exists shall be made based on the aggregate number of shares of Common Stock to be issued to a single holder pursuant to conversions having the same Conversion Time.

(f) If, during the twenty (20) consecutive trading day period used to calculate the Conversion Rate, the Corporation shall (i) pay a dividend on its Common Stock in shares of its Common Stock or effect a stock split of its Common Stock, or (ii) subdivide its outstanding shares of Common Stock into a smaller number of shares, the Conversion Rate Calculation shall be proportionately adjusted to account for the effect of such corporate action on the per share trading value of the Common Stock. Such adjustment shall be made successively whenever any event listed above shall occur.

(g) Upon any conversion of shares of Series B Preferred Stock, the shares so converted shall have the status of authorized and unissued shares of Preferred Stock, unclassified as to series, and the number of shares of Preferred Stock which the Corporation shall have authority to issue shall not be decreased by the conversion of shares of Series B Preferred Stock. The Corporation shall at all times reserve and keep available, out of its authorized and unissued stock or stock held as treasury stock, solely for the purpose of effecting the conversion of the Series B Preferred Stock, such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all shares of Eligible Preferred Stock from time to time outstanding, subject to the Conversion Cap set forth in Paragraph 3(b) hereof. The Corporation shall from time to time, in accordance with the laws of the State of Delaware, increase the authorized number of shares of its Common Stock if at any time the number of shares of its Common Stock not outstanding shall not be sufficient to permit the conversion of all the then outstanding Eligible Preferred Stock.

(h) The Corporation will pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series B Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Common Stock in a name other than that in which the Series B Preferred Stock so converted was registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid.

Section 4. REDEMPTION.

(a) TIMING AND PRICE.    The Series B Preferred Stock may be redeemed in whole or in part by the Corporation, at its option, at any time and from time to time after the fifth anniversary of the Original Issuance Date, at a redemption price, payable in cash, equal to the Liquidation Preference thereof as of the date fixed for redemption, plus all unpaid accrued dividends thereon and any interest accrued on such dividends (the "Redemption Price").

(b) NOTICE.    If, pursuant to Paragraph 4(a) hereof, the Corporation shall determine to redeem any shares of Series B Preferred Stock, notice thereof (a "Redemption Notice") shall be sent at least ninety (90) days prior to the date fixed for redemption (the "Redemption Date") to each holder of record by registered or certified mail, postage prepaid, addressed to such holder at such holder's address appearing on the books of the Corporation. Each Redemption Notice shall (i) state that the

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Corporation has elected to redeem such shares, (ii) state the Redemption Date, and (iii) call upon such holder to surrender to the Corporation on or after the Redemption Date, at the place designated in such notice, the certificate or certificates representing at least the number of shares to be redeemed in accordance with such notice. During such 90-day period, the rights of a holder of Series B Preferred Stock under Paragraph 3 shall not be affected.

If less than all of the outstanding shares of Series B Preferred Stock are to be redeemed, the shares shall be redeemed pro rata (in accordance with the number of shares of Series B Preferred Stock then owned by each holder), and the Corporation shall issue and deliver to each holder a new certificate of the same series in the amount of the unredeemed shares owned by such holder, which new certificate shall evidence and represent the unredeemed portion of the shares evidenced by the certificate so surrendered, and shall entitle the holder thereof to the rights of the shares of Series B Preferred Stock represented thereby, to the same extent as if the certificate theretofore covering such unredeemed shares had not been surrendered for partial redemption.

(c) SURRENDER OF CERTIFICATES.    In order for a holder of Series B Preferred Stock to receive the Redemption Price for the shares of Series B Preferred Stock to be redeemed, such holder shall present and surrender the certificate or certificates for such shares to the Corporation. The Redemption Price of such shares shall be paid to, or to the order of, the person whose name appears on such certificate or certificates as the owner thereof on the later to occur of (i) the Redemption Date, or (ii) the date on which such certificate or certificates are surrendered to the Corporation.

(d) EFFECT OF REDEMPTION.    From and after the Redemption Date, unless the Corporation shall have defaulted in the payment of the Redemption Price, all dividends on the Series B Preferred Stock designated for redemption shall cease to accrue, and all rights of the holders thereof as holders of Series B Preferred Stock designated for redemption (except the right to receive the Redemption Price), shall cease and terminate. Any shares of Series B Preferred Stock redeemed by the Corporation shall have the status of authorized and unissued shares of Preferred Stock, unclassified as to series, and the number of shares of Preferred Stock which the Corporation shall have authority to issue shall not be decreased by the redemption of shares of Series B Preferred Stock.

(e) TRANSFER BOOKS.    In order to facilitate the redemption of any shares of Series B Preferred Stock, the Board of Directors of the Corporation is authorized to cause the transfer books for the Series B Preferred Stock to be closed as to the shares to be redeemed.

Section 5. LIQUIDATION OR DISSOLUTION.    Upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series B Preferred Stock shall be entitled to receive an amount equal to the Liquidation Preference (as hereinafter defined) for each share of Series B Preferred Stock, plus any accrued but unpaid dividends thereon to the date of final distribution, before any payment shall be made on the Common Stock or on any other class of stock ranking junior to the Series B Preferred Stock with respect to distributions upon liquidation or winding up of the Corporation. As used herein, "Liquidation Preference" means $100.00 per share of Series B Preferred Stock; provided, however, that if, pursuant to Section 2.1 of that certain Agreement and Plan of Merger dated as of July 23, 1998 among the Corporation, EI Acquisition Corp., EVAP, Inc., and Paul S. Wilhide (the "Merger Agreement"), the holders of Series B Preferred Stock are entitled to an Earn-Out Amount (as defined in the Merger Agreement), then the amount of the Liquidation Preference for each share of Series B Preferred Stock shall be increased, effective as of April 1 of the year following the calendar year for which such Earn-Out Amount was earned (the "Effective Date"), by an amount equal to (a) that portion of the Earn-Out Amount to be paid through an increase in the liquidation preference of the Series B Preferred Stock, divided by (b) the number of shares of Series B Preferred Stock issued and outstanding on the relevant Effective Date. In the event the assets of the Corporation available for distribution to the holders of the Series B Preferred Stock upon any dissolution, liquidation or winding up of the Corporation shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to this Paragraph 5, each such holder shall be entitled to receive a proportionate share of such assets on account of the Series B Preferred Stock, ratably, in proportion to the full distributable amounts to which holders of

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Series B Preferred Stock are respectively entitled upon such dissolution, liquidation or winding up. After the payment to the holders of shares of Series B Preferred Stock of the full preferential amounts provided for in this Paragraph 5, the holders of Series B Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation, if any.

Whenever the amount of the Liquidation Preference for each share of Series B Preferred Stock shall be increased in accordance with the preceding paragraph, the Corporation shall forthwith (i) file with the transfer agent for the Series B Preferred Stock a statement describing the increase in the Liquidation Preference, including the calculation used to determine the amount of such increase, and (ii) cause a copy of such statement to be mailed to the holders of record of the Series B Preferred Stock.

Section 6. TRANSFERABILITY.    None of the shares of Series B Preferred Stock shall be subject to sale, transfer, conveyance, assignment, pledge or other alienation by the holder thereof other than (i) a transfer made in connection with a conversion or redemption under Paragraph 3 or 4 or (ii) a transfer occurring by operation of law upon the death of the holder thereof, provided that such transfer is not to a competitor of the Corporation.

Section 7. VOTING RIGHTS.    Except as otherwise required by the Delaware General Corporation Law, the holders of Series B Preferred Stock shall have no right to vote.

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EX-3.2

PROLIANCE INTERNATIONAL, INC.
    

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AMENDED AND RESTATED BY-LAWS
    

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Article I
OFFICES

Section 1.    The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.    The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

Article II
MEETINGS OF STOCKHOLDERS

Section 1.    All meetings of the stockholders for the election of directors shall be held in the offices of the corporation in New Haven, Connecticut, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Notwithstanding the foregoing, the board of directors may, in its sole discretion, determine that meetings of stockholders shall not be held at any place, but shall instead be held by means of remote communications, subject to such guidelines and procedures as the board of directors may adopt from time to time. The whole board may postpone and reschedule any previously scheduled annual or special meeting of stockholders.

Section 2.    Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which the stockholders shall elect directors to succeed those whose terms expire at such meeting by a plurality vote, which may or may not be by written ballot as determined by the board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.    Written notice of the annual meeting stating the place, date and hour of the meeting and the means of remote communications, if any, by which stockholders and proxies may be deemed to be present in person and vote at such meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting. At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the annual meeting (i) by or at the direction of the chairman of the meeting or (ii) by any stockholder who is a holder of record at the time of the giving of the notice provided for in this Section 3, who is entitled to vote at the meeting and who complies with the procedures set forth in this Section 3. For business properly to be brought before an annual meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which

public announcement of the date of such meeting is first made. To be in proper written form, a stockholder's notice to the secretary shall set forth in writing as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business; (iii) the class or series and number of shares of the corporation which are beneficially owned by the stockholder; (iv) any material interest of the stockholder in such business; and (v) if the stockholder intends to solicit proxies in support of such stockholder's proposal, a representation to that effect. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of his or her intention to present a proposal at an annual meeting and such stockholder's proposal has been included in a proxy statement that has been prepared by management of the corporation to solicit proxies for such annual meeting; provided, however, that if such stockholder does not appear or send a qualified representative to present such proposal at such annual meeting, the corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the corporation. Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 3. The chairman of an annual meeting may refuse to permit any business to be brought before an annual meeting which fails to comply with the foregoing procedures or, in the case of a stockholder proposal, if the stockholder solicits proxies in support of such stockholder's proposal without having made the representation required by clause (v) of the third preceding sentence.

Section 4.    The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section 4 shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, (1) on a reasonably accessible electronic network, provided that the information required to gain access to such list is furnished with the notice of the meeting, or (2) during ordinary business hours, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided in the notice of the meeting.

Section 5.    Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the certificate of incorporation, may be called by the chairman of the board or chief executive officer and shall be called by the chairman of the board, chief executive officer or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the means of remote communications, if any, by which stockholders and proxies may be deemed to be present in person and vote at such meeting, in each case as designated by the board, and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 6.    (a)     Any holder or holders of record of capital stock requesting the corporation to call a special meeting of stockholders pursuant to Section 5 of this Article II (collectively, the "Initiating Stockholder") shall deliver or mail written notice of such request to the secretary of the

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corporation at its principal executive offices (the "Notice"). The Notice shall contain all the information that would be required in a notice to the secretary given pursuant to Section 3 of this Article II in connection with an annual meeting of stockholders.

(b)    Within 14 days after the secretary's receipt of the Notice from the Initiating Stockholder containing all the information required by subsection (a) of this Section 6, the board of directors shall fix a record date for determining the stockholders of record entitled to join in the request for the calling of the special meeting of stockholders. Such record date shall not be earlier than the date on which the board of directors fixes the same and shall not be later than 30 days after such date. Only holders of record of common stock on the record date shall be entitled to join in the request. The corporation shall give prompt written notice of the fixing of the record date to the Initiating Stockholder. If stockholders of record on the record date owning of record on such date at least a majority of the outstanding capital stock entitled to vote deliver or mail written requests to the secretary of the corporation at its principal executive offices that the corporation call the special meeting, the corporation shall promptly appoint an inspector to perform a ministerial review of, and render a report to the corporation and the Initiating Stockholder concerning, the validity of such requests and any revocations thereof. The inspector will be instructed to perform such review and render such report promptly. The corporation shall not be required to call the special meeting until the inspector has rendered such report and certified in writing to the corporation and the Initiating Stockholder that valid, unrevoked requests for the calling of the special meeting were received from stockholders of record on the record date owning of record on such date at least a majority of the outstanding capital stock entitled to vote. Nothing contained in this subsection (b) shall be construed to mean or imply that the board of directors or any stockholder shall not be entitled to contest the validity of any written request or revocation thereof, whether before or after certification by the inspector, through court proceedings or otherwise. Any dispute as to whether or not the corporation is required to call the special meeting of stockholders will be resolved through appropriate court proceedings, in which the corporation will request the court to resolve the dispute as expeditiously as possible.

(c)    Notwithstanding any other provision of these by-laws, no written request to call a special meeting of stockholders shall be effective unless, within 70 days after the record date fixed pursuant to subsection (b) of this Section 6, the corporation has received such written requests from stockholders of record on such record date owning on such date at least a majority of the outstanding voting capital stock.

(d)    The record date for determining the stockholders of record entitled to vote at a special meeting called pursuant to this Section 6 shall be fixed by the board of directors, but shall not be later than 14 days after it is determined that the corporation is required to call such meeting. Written notice of the meeting shall be mailed by the corporation to stockholders of record on such record date within 10 days after the record date (or such longer period as may be necessary for the corporation to file its proxy materials with, and receive and respond to the comments of, the Securities and Exchange Commission), and the meeting will be held within 50 days after the date of mailing of the notice, as determined by the board of directors.

(e)    The business to be conducted at a special meeting called pursuant to this Section 6 shall be limited to the business set forth in the Notice and such other business or proposals as the board of directors shall determine and shall be set forth in the notice of meeting. The board of directors or the chairman of the board of directors may determine rules and procedures for the conduct of the meeting.

Section 7.    Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.    The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall

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have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.    When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power and entitled to vote on the matter present in person or represented by proxy and which has actually voted shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the certificate of incorporation or by-laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10.    Except as otherwise provided by law or by the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Every proxy must be authorized in a manner permitted by Section 212 of the DGCL or any successor provision.

Section 11.    In advance of any meeting of stockholders, the board of directors will appoint one or more inspectors of election, who need not be stockholders, as to the matters to be submitted to a vote at any such meeting. The inspectors of election shall (i) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, (ii) receive votes or ballots, (iii) hear and determine all challenges and questions arising in any way in connection with the right to vote, (iv) count and tabulate all votes, and (v) determine and report to the meeting the results. The inspectors shall take an oath that they will perform their duties impartially, in good faith, and to the best of their ability and as expeditiously as is practical. In the absence of appointment by the board of directors, the inspectors may be appointed by the chairman of the board or the chief executive officer.

At each meeting of the stockholders, the chairman of the board or, in the absence of the chairman of the board, the chief executive officer or, in the absence of the chairman of the board and the chief executive officer, such person as shall be selected by the board shall act as chairman of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

Article III
DIRECTORS

Section 1.    The number of directors which shall constitute the whole board shall be not less than three nor more than 15, as may be designated from time to time by the board of directors. Subject to such policies as the board of directors may from time to time adopt, directors need not be stockholders.

Section 2.    Until the date of the 2009 annual meeting of stockholders (the "Declassification Date"), the board shall be classified as provided in the certificate of incorporation. The members of each class of directors shall hold office until their successors are elected and qualified or until their earlier resignation, retirement, removal or death. Subject to the rights, if any, of the holders of any series of preferred stock, any vacancy on the board that results from an increase in the number of directors may only be filled by a majority of the board then in office, provided that a quorum is present, and any other vacancy occurring on the board may only be filled by a majority of the board then in office, even if less than a quorum, or by a sole remaining director. If the number of directors

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which constitutes the whole board is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that coincides with the remaining term of that class, but in no event shall a decrease in such number of directors shorten the term of any incumbent director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

At each succeeding annual meeting of the stockholders of the corporation, the successors to the class of directors whose term expires at that meeting shall be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Subject to the rights, if any, of the holders of any series of preferred stock, directors may be elected by the stockholders only at an annual meeting of stockholders.

Subject to the rights, if any of the holders of any series of preferred stock to elect directors, any director may be removed from office by the stockholders only for cause and only in the manner provided in the certificate of incorporation.

The provisions of the three preceding paragraphs of this Section 2 shall automatically terminate and be of no further effect as of the Declassification Date, and stockholders of the corporation will, at the 2009 annual shareholders meeting and, thereafter elect all directors on an annual basis. Such directors shall hold office until their successors are elected or qualified. From and after the Declassification Date, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by law. From and after the Declassification Date, if, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.    The business of the corporation shall be managed under the direction of the board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

THE CHAIRMAN OF THE BOARD

Section 4.    The board of directors may choose a chairman of the board who shall hold the position until his or her successor is chosen and qualifies and who may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in the position of chairman of the board may be filled by the board of directors. The chairman of the board shall preside at all meetings of the board of directors and stockholders, and shall have such other powers and duties as may from time to time be prescribed by the board of directors, upon written directions given to him or her pursuant to resolutions duly adopted by the board of directors. The chairman of the board shall not be an officer of the corporation.

THE VICE CHAIRMAN OF THE BOARD

Section 5.    The board of directors may choose a vice chairman of the board who shall hold the position until his or her successor is chosen and qualifies and who may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in the position of vice

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chairman of the board may be filled by the board of directors. The vice chairman of the board shall perform the duties of the chairman of the board in the absence of the chairman or in the event of his or her inability or refusal to act, and also shall perform such other duties as the board of directors may from time to time prescribe. The vice chairman of the board shall not be an officer of the corporation.

MEETINGS OF THE BOARD OF DIRECTORS

Section 6.    The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 7.    Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 8.    Special meetings of the board of directors for any purpose or purposes may be called by the chairman of the board or chief executive officer, and the chairman of the board, chief executive officer or the secretary shall call a special meeting upon request of at least two directors. If given personally, by telephone, by facsimile, by email or by overnight delivery service, the notice shall be given at least the day prior to the meeting. Notice may be given by regular mail if it is mailed at least five days before the meeting. In the event of an emergency which in the judgment of the chairman of the board or chief executive officer requires immediate action, a special meeting may be convened without notice, consisting of those directors who are immediately available by telephone and can be joined in the meeting by conference telephone. The actions taken at such a meeting shall be valid if at least a quorum of the directors participates either personally or by conference telephone.

Section 9.    At all meetings of the board, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by law or by the certificate of incorporation or by-laws. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 10.    Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

COMMITTEES OF DIRECTORS

Section 11.    The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the oversight of the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that (i) no such committee shall have the power to approve an amendment to the by-laws or the certificate of incorporation and (ii) in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Unless otherwise prescribed by the board of directors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of members present at a meeting at which there is a quorum shall be the act of such committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors .

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Section 12.    Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.    The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

NOMINATION OF DIRECTORS

Section 14.    Nominations for the election of directors may be made by the board of directors or a committee of the board of directors or by any stockholder entitled to vote for the election of directors. Nominations by the board of directors or a committee of the board of directors may be made by oral or written notice delivered to the secretary of the corporation by any officer or director on behalf of the board of directors or committee at any time prior to or at any meeting of the stockholders at which directors are to be elected. Each notice of nomination of directors by the board of directors or a committee of the board of directors shall set forth the names of the nominees. Nominations by stockholders shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the secretary of the corporation not less than 90 days nor more than 120 days prior to (i) any meeting (other than an annual meeting) at which directors are to be elected, appointed or designated or, (ii) in the case of an annual meeting, the anniversary of the previous year's annual meeting; provided, however, if, (x) in the case of an annual meeting, the annual meeting is scheduled to be held on a date more than 30 days prior to or delayed by more than 60 days after such anniversary date or, (y) in the case of any other meeting, less than 100 days' notice of the meeting is given to stockholders, then notice by the stockholder must be delivered to the corporation no later than the later of the close of business 90 days prior to such meeting or the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was first made by the corporation (and in no event shall the public announcement of an adjournment of the meeting commence a new time period for a giving of a stockholder's notice under this Section 15). To be in proper written form, a stockholder's notice to the secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person, and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 15. The chairman of any meeting of stockholders of the corporation may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with

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the foregoing procedure, and if the chairman should so determine, the chairman shall so declare to the meeting and the defective nomination shall be disregarded.

Article IV
NOTICES

Section 1.    Whenever, under the provisions of law or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, or by such other means as are authorized by law. Notice to directors may also be given by facsimile or email.

Section 2.    Whenever any notice is required to be given under the provisions of law or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Article V
OFFICERS

Section 1.    The officers of the corporation shall be chosen by the board of directors and shall be a chief executive officer, a president, a secretary, a treasurer and a controller. The board of directors may also choose a chief operating officer, a chief financial officer, vice presidents, including executive, senior or group vice presidents and assistant vice presidents, and one or more assistant secretaries, assistant treasurers and assistant controllers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.    The board of directors at its first meeting after each annual meeting of stockholders shall choose a chief executive officer, a president, a secretary, a treasurer and a controller.

Section 3.    The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.    The compensation of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.    The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.    The president shall, subject to the oversight of the board of directors, have responsibility for the general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect, and in the absence of the chairman of the board and the vice chairman of the board or in the event of their inability or refusal to act shall preside at all meetings of the stockholders and the board of directors.

Section 7.    The president shall possess the power to sign all certificates, contracts and other instruments which may be authorized by the board of directors, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

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CHIEF EXECUTIVE OFFICER

Section 8.    The chief executive officer shall, subject to the oversight of the board of directors, have responsibility for the general supervision of all aspects of the business of the corporation and corporate development, expansion and contraction and long-range planning of the corporation, including, without limitation, the acquisition, development and disposition of facilities necessary to implement the foregoing. The chief executive officer shall have and exercise such further powers and duties as may be specifically delegated or vested in him or her from time to time by these by-laws or by the board of directors. The chief executive officer shall possess the power to sign all certificates, contracts and other instruments which may be authorized by the board of directors, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The chief executive officer may combine his or her duties with those of any other office assigned to him or her by the board of directors.

CHIEF OPERATING OFFICER

Section 9.    The chief operating officer shall, subject to the oversight of the board of directors, have responsibility for the operations and functioning of the corporation's operating units and programs and the allocation among the corporation's operating units and programs of other officers and principal executive personnel of the corporation. The chief operating officer shall also perform such other duties and have such other powers as may be assigned to him or her by the board of directors. The chief operating officer shall possess the power to sign all certificates, contracts and other instruments which may be authorized by the board of directors, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The chief operating officer may combine his or her duties with those of any other office assigned to him or her by the board of directors.

CHIEF FINANCIAL OFFICER

Section 10.    The chief financial officer shall, subject to the oversight of the board of directors, have responsibility for the corporation's finances and financial planning, the allocation among the corporation's operating units and programs of the corporation's financial resources and the corporation's internal accounting, auditing and financial controls. The chief financial officer shall also perform such other duties and have such other powers as may be assigned to him or her by the board of directors. The chief financial officer shall possess the power to sign all certificates, contracts and other instruments which may be authorized by the board of directors, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The chief financial officer may combine his or her duties with those of any other office assigned to him or her by the board of directors.

VICE PRESIDENTS

Section 11.    The vice presidents shall perform such duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 12.    The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors, chief executive officer or president, under whose

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supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation and the secretary, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

Section 13.    The assistant secretary, or if there be more than one , the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 14.    The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 15.    The treasurer shall disburse the funds of the corporation as may be authorized by the board of directors, taking proper vouchers for such disbursements, and shall render to the chief executive officer and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

Section 16.    If required by the board of directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

Section 17.    The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE CONTROLLER AND ASSISTANT CONTROLLERS

Section 18.    The controller shall have the custody of the accounting records of the corporation and shall use his or her best efforts to cause the corporation to (1) keep full and accurate accounts of the financial condition and results of operations of the corporation as required by applicable law and (2) cause the accounting and internal control systems of the corporation and the corporation's policies and procedures with respect to internal accounting and auditing and financial controls to comply with applicable law.

Section 19.    The controller shall render to the chief executive officer and the board of directors, at its regular meetings, or when the board of directors so requires, financial statements reflecting the results of operations and financial condition of the corporation.

Section 20.    The assistant controller, or if there shall be more than one, the assistant controllers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the controller or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the controller and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Article VI
INDEMNIFICATION

Section 1.    Indemnification in Actions Other Than in an Action by or in the Right of the Corporation.     To the full extent permitted by the Delaware General Corporation Law (the

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"DGCL"), from time to time in effect and subject to the provisions of Section 3 of this Article VI, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2.    Indemnification in Actions by or in the Right of the Corporation.    To the full extent permitted by the DGCL from time to time in effect and subject to the provisions of Section 3 of this Article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3.    Determination of Conduct.    Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel (compensated by the corporation) in a written opinion, or (iii) by the stockholders.

Section 4.    Right to Payment of Expenses.    To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith.

Section 5.    Payment of Expenses in Advance.    Expenses incurred by an officer or director in defending a civil, criminal, administrative or investigative action, suit or proceeding, or threat thereof, shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article VI. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

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Section 6.    Non-Exclusivity.    The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 7.    Insurance.    The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article VI or Section 145 of the DGCL.

Section 8.    Rights To Continue.    The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9.    Conditional Indemnification for Certain Proceedings.    Notwithstanding anything in this Article VI to the contrary, no director, officer, employee or agent shall be entitled to indemnification pursuant to this Article VI in connection with any action, suit or proceeding initiated by such person unless the board of directors has authorized or consented to the initiation of such action, suit or proceeding.

Article VII
CERTIFICATES OF STOCK

Section 1.    Certificates representing shares of stock of the corporation shall be in such form as shall be determined by the board of directors, subject to applicable legal requirements. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, the chief executive officer or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

Section 2.    Where a certificate is countersigned (i) by a transfer agent other than the corporation or its employee, or (ii) by a registrar other than the corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.    The secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the secretary may, in his or her sole discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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TRANSFERS OF STOCK

Section 4.    Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be (i) more than 60 nor less than ten days before the date of such meeting or (ii) more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.    The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as, the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Article VIII
GENERAL PROVISIONS

DIVIDENDS

Section 1.    Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.    Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3.    All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 4.    The fiscal year of the corporation begins on the first day of January and ends on the thirty-first day of December in each year.

SEAL

Section 5.    The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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Article IX
AMENDMENTS

Section 1.    These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.

(As amended July 22, 2005)

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EX-10.1

AFTERMARKET LICENSE AGREEMENT

AFTERMARKET LICENSE AGREEMENT (this "Agreement"), dated as of July 21, 2005, between Modine Manufacturing Company, a Wisconsin corporation ("Licensor"), and Modine Aftermarket Holdings, Inc., a North Carolina corporation ("Licensee").

RECITALS

1.    Licensor has contributed and transferred substantially all of its assets used in the Aftermarket Business to Licensee pursuant to the Contribution Agreement dated as of January 31, 2005 among Licensor, Licensee and the other parties thereto (the "Contribution Agreement"). Capitalized terms used in this Agreement but not defined herein have the meanings given to them in the Contribution Agreement.

2.    Licensee wishes to license the use of the Trademarks specified in Schedule A hereto (the "Licensed Marks") to be used in the manufacture and sale of (a) products of the type currently manufactured and sold by the Aftermarket Business, as well as products that result from any modification of, or upgrade, alteration or improvement to, such products (collectively, the "Aftermarket Business Products"), and (b) products of the type currently manufactured and sold by Licensee in its aftermarket business, as well as products that result from any modification of, or upgrade, alteration or improvement to, such products (collectively with the Aftermarket Business Products, the "Products").

3.    Licensee wishes to license the use of the patents specified in Schedule B hereto (the "Licensed Patents") to be used in Licensee's conduct of the Aftermarket Business.

4.    Licensor is willing to grant such licenses, subject to the terms and conditions contained in this Agreement.

Accordingly, the parties agree as follows:

I. GRANT OF TRADEMARK LICENSE

Subject to the terms and conditions of this Agreement, Licensor grants to Licensee the nonexclusive right and license to use the Licensed Marks for a period of five years after the date of this Agreement (the "Marks Term") to make, have made, use, sell, offer for sale, have sold or offered for sale, import or otherwise commercialize the Products. Licensee will not alter the Licensed Marks in any manner. Without Licensor's prior written consent, Licensee will not use the Licensed Marks in a form or manner that is inconsistent with the form and manner in which such Licensed Marks were used by Licensor or its Affiliates in selling and presenting Products prior to the date hereof. Following the date hereof, Licensor will not itself knowingly use, or knowingly grant or license to any other party the right to use, the Licensed Marks on or in connection with Products if such use, grant or license would cause Licensor to violate the terms of Section 6.23 (the "Non-Compete Obligations") of the Agreement and Plan of Merger among Licensor, Licensee and Transpro, Inc. dated January 31, 2005 (the "Merger Agreement"); provided, however, that nothing in this Agreement will be construed as limiting Licensor's ability to use or to license the use of the Licensed Marks in a manner that would not cause Licensor to violate the Non-Compete Obligations.

II. GRANT OF PATENT LICENSE

Subject to the terms and conditions of this Agreement, Licensor grants to Licensee the nonexclusive right and license to use the Licensed Patents to make, have made, use, sell, offer for sale, have sold or offered for sale, import or otherwise commercialize the Products for so long as any of the Products are covered by a valid and enforceable claim of such Licensed Patents (with respect to each Licensed Patent, the "Patent Term"). As used herein, "Licensed Patents" means the Licensed Patents listed on Schedule B and any reissues, divisions, continuations and continuations-in-part thereof, and Schedule B will be amended automatically to include the foregoing. Following the date hereof, Licensor will not itself knowingly use, or knowingly grant or license to any other party the

right to use, the Licensed Patents on or in connection with Products if such use, grant or license would cause Licensor to violate the Non-Compete Obligations; provided, however, that nothing in this Agreement will be construed as limiting Licensor's ability to use or to license the use of (including to competitors of Licensee) the Licensed Patents in a manner that would not cause Licensor to violate the Non-Compete Obligations.

III. GRANT OF ADDITIONAL RIGHTS

3.1    Labeling and Packaging.    Licensor grants to Licensee the right and license to use labeling, packaging and promotional materials bearing Licensor's identifying information for the sale and promotion of the Products for a period not to exceed two years following the Marks Term (the "Additional Rights Period") without the prior written consent of Licensor, or for such shorter period if limited by the requirements of any law or regulation or if new product labeling and/or packaging or promotional materials are used by Licensee during the Additional Rights Period; provided, however, that Licensee may not, after the 270^th day after the date of this Agreement, package or prepare for distribution or shipping any Products using packaging materials bearing Licensor's address or phone number or distribute any promotional materials bearing Licensor's address or phone number. Notwithstanding the proviso in the preceding sentence, Licensee will be permitted to use (a) any labeling, packaging or promotional materials bearing Licensor's address or phone number during the Additional Rights Period so long as Licensee covers or overlabels such address or phone number so that it is no longer visible and (b) any packaging materials in which Products are already packaged on or prior to such 270^th day.

3.2    Fin Rolls.    Certain of the star fin roll machines and fin rolls relating thereto and the round fin roll machines and fin rolls relating thereto included in the Aftermarket Assets (collectively, the "Fin Roll Equipment and Supplies") were developed by Licensor using proprietary, non-patented tooling, drawings and designs, which tooling, drawings, designs and all related intellectual property, including without limitation the control logic for certain aspects of the Fin Roll Equipment and Supplies, Licensor considers to be, and has protected as, trade secret information of Licensor (the "Fin Roll Trade Secrets"). Licensee acknowledges and agrees that (a) it has no right to any of the Fin Roll Trade Secrets, pursuant to this Agreement or otherwise, except that nothing herein will prohibit Licensee from using any of the Aftermarket Assets, and (b) Licensor has no obligation to at any time make such Fin Roll Trade Secrets available to Licensee. To the extent any maintenance or support is required with respect to, or any new fin rolls containing the Fin Roll Trade Secrets are required by Licensor in order to use, any of the Fin Roll Equipment and Supplies, Licensee may obtain maintenance and support services and supplies from Licensor in accordance with the terms of the Aftermarket Transition Services Agreement and the Aftermarket Supply Agreement, which is attached as Exhibit 1.1G to the Merger Agreement.

IV. ROYALTY, SUBLICENSES, OWNERSHIP AND QUALITY STANDARDS

4.1    Royalty-Free.    The rights and licenses granted by this Agreement will be royalty-free and fully paid-up.

4.2    No Sublicensing.    Licensee will have no right to sublicense any of the rights granted to Licensee by Licensor by this Agreement without Licensor's prior written consent, except that Licensee will have the right to extend sublicenses under the rights licensed by this Agreement without Licensor's prior consent to one or more wholly owned Subsidiaries of Licensee for use by such Subsidiaries in conducting the Aftermarket Business but only for so long as such Subsidiaries remain wholly owned by Licensee.

4.3    Ownership of Licensed Marks and Licensed Patents.    Licensee acknowledges Licensor's right to the Licensed Marks, Licensed Patents, Licensor's other identifying information and the goodwill associated therewith. Licensor represents and warrants that (a) except as disclosed in Schedule C hereto, it is the sole owner of all rights in and to the Licensed Marks and the Licensed Patents and (b) it has full right, power and authority to grant the licenses hereby granted to Licensee. Licensee acquires no right, title or interest in the Licensed Marks, the Licensed Patents, Licensor's

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other identifying information or the goodwill associated therewith due to its use of such property under the terms hereof, other than the right to use such property in accordance with the terms and conditions of this Agreement. All use of the Licensed Marks by Licensee will inure to Licensor's benefit. Licensee may use its own trademarks or service marks in combination with the Licensed Marks for the Marks Term; provided, however, that Licensor will acquire no right, title or interest in such Licensee trademarks or service marks as a result thereof.

4.4    Registration.    Licensor will either maintain the federal registration of each Licensed Mark that is registered with the United States Patent and Trademark Office throughout the Marks Term or offer to transfer such Licensed Mark to Licensee for no charge. Licensor will either maintain all patent rights in respect of each Licensed Patent during the applicable Patent Term or offer to transfer such Licensed Patent to Licensee for no charge.

4.5    Quality Standards.    (a) Licensee will ensure that the quality of all Products other than Radiator Products (as defined below) manufactured by Licensee or sold or promoted by Licensee using or bearing the Licensed Marks will be equal to or better than the highest quality standard of the following: (a) the quality of such Products when manufactured by Licensor or its Affiliates or by Licensee or its Affiliates prior to the date of this Agreement; and (b) the minimum standard for such Products specified by any applicable laws or regulations or any business or trade organization relating to such Products. Licensee will cooperate with Licensor in facilitating Licensor's control of the quality standards set forth in this Section 4.5(a) with respect to such Products manufactured, sold or promoted by Licensee bearing the Licensed Marks and/or using the Licensed Marks, including permitting reasonable inspection and testing of such Products by Licensor.

(b) Licensee will ensure that the quality of Products that are radiators manufactured by Licensee or sold or promoted by Licensee using or bearing the Licensed Marks (the " Radiator Products") will be equal to or better than the quality standards set forth on Schedule D. Licensee will cooperate with Licensor in facilitating Licensor's control of the quality standards set forth in this Section 4.5(b) with respect to the Radiator Products manufactured, sold or promoted by Licensee bearing the Licensed Marks and/or using the Licensed Marks, including permitting reasonable inspection and testing of the Radiator Products by Licensor.

(c) Notwithstanding the above, Modine acknowledges that the following Licensee products do not currently meet the standards set forth on Schedule D: (i) radiators in which a GM 4-plate standard oil cooler was replaced by a Transpro revision A 1.25 concentric oil cooler; and (ii) foreign car model radiators with concentric oil coolers at revision A1 design level supplied to Licensee by Enterex ("Noncompliant Product"). Licensee shall cease all sales of Noncompliant Product within six months from the date hereof.

(d) Licensee will comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the manufacture, sale and distribution of all Products manufactured, sold or promoted using the Licensed Marks and/or Licensed Patents.

V. INFRINGEMENT PROCEEDINGS

Licensee and Licensor will notify each other of any unauthorized use of the Licensed Marks and/or Licensed Patents by others promptly after such use comes to its attention. At its expense, Licensor may, but will not be required to, take reasonable and appropriate action to prevent infringement of or unfair competition with respect to the Licensed Marks and/or Licensed Patents. If Licensor does not decide to take any action within 60 days after being notified of the infringement, Licensee may notify Licensor in writing of its intention to prosecute the action at its own expense. Licensor will have 30 days in which to respond to Licensee regarding its planned action in response to Licensee's notification, which action is in Licensor's reasonable discretion. If the response does not entail Licensor responding to the infringement, or if Licensor fails to respond to Licensee within the 30-day period, Licensee will be entitled to undertake the action at Licensee's expense. Licensee and Licensor will keep each other apprised of all material developments in the case and will make no settlement of the action that could impair the goodwill or reputation of the Licensed Marks or the Licensed Patents. Regardless of which party prosecutes an infringement claim, the damages recovered

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by the parties will first be used to reimburse the expenses on a pro rata basis that each party incurred in pursuing the prosecution. If there are recovered damages in excess of expenses, then the recovered damages will be allocated between the parties in accordance with the damage suffered by each.

VI. TERMINATION

6.1    Termination for Breach.    (a) In the event of a final judicial determination not subject to appeal or a written agreement or acknowledgement of the parties that (i) Licensee materially breached Section 4.5(a) or Section 4.5(c) of this Agreement on a substantial, continuous basis over a 60-day period beginning with notice of an alleged breach of the same nature by Licensor and (ii) such breach adversely affected the value of the Licensed Marks as used by Licensor in its businesses, Licensor may, upon 180 days' written notice to Licensee given after such determination, agreement or acknowledgement, terminate this Agreement; provided, however, that (i) no alleged breach of Section 4.5(a) or Section 4.5(c) will constitute a material breach for purposes of this Section 6.1 if it results from operation of Licensee's business in substantially the same manner as it was operated by Licensor prior to the date hereof and (ii) Licensor will not have any termination right in respect of any breach by Licensee caused primarily by a material breach of any Ancillary Commercial Agreement (as defined in the Merger Agreement) by Licensor.

(b) In the event that Licensor determines in good faith that Licensee has materially breached Section 4.2, Section 4.5(b) or, with respect to Radiator Products, Section 4.5(c) of this Agreement and that such breach has had or could reasonably be expected to have an adverse effect on the value of the Licensed Marks as used by Licensor in its businesses, Licensor may (i) terminate the Marks Term upon 90 days' prior written notice to Licensee, which notice must specify the breach, unless Licensee cures the breach within such 90-day period, and (ii) terminate the remainder of this Agreement only if the conditions outlined in Section 6.1(a) above are satisfied.

6.2    Obligations upon Termination.    (a) At the conclusion or earlier termination of the Marks Term, Licensee will discontinue all use of the Licensed Marks and any trademarks, service marks or designations confusingly similar to the Licensed Marks; provided, however, that Licensee may sell out any then existing inventory of Products bearing the Licensed Marks and use up any then existing inventory of related promotional materials bearing the Licensed Marks so long as the Products and such materials comply in all material respects with Section 4.5.

(b) Upon termination of this Agreement for breach as specified above, Licensee will discontinue all use of the Licensed Patents; provided, however, that Licensee may sell out any then existing inventory of Products manufactured using the Licensed Patents so long as the Products comply in all material respects with Section 4.5.

VII. INDEMNIFICATION AND LIMITATION ON DAMAGES

7.1    Indemnification.    Licensee will assume full responsibility for all Products manufactured or sold by it bearing or sold using the Licensed Marks and/or Licensed Patents and will indemnify and hold Licensor, its Affiliates and each of their respective officers, directors, employees and agents and each of the successors and assignees of any of the foregoing harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including claims for product liability or strict liability caused by defective products, reasonable attorneys' fees and other costs and expenses) with respect to such Products, even if such claims arise after the Marks Term, any Patent Term or the earlier termination of this Agreement. These obligations will survive termination of this Agreement.

7.2    Limitation on Damages.    Neither party will be entitled to recover any consequential, indirect or punitive damages (including lost profits or lost revenues) from the other party arising out of the matters covered by this Agreement, regardless of the form of the claim or action, including claims or actions for indemnification, tort, or breach of contract, warranty, representation or covenant. For purposes of clarity, the parties acknowledge that consequential, indirect or punitive damages recovered by a third party from Licensor for which Licensor is entitled to be indemnified pursuant to Section 7.1 will be considered to be direct damages resulting from such third party action and, therefore, not subject to the limitation on damages set forth in this Section 7.2.

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VIII. MISCELLANEOUS

8.1    Relationship of Parties.    Licensor and Licensee will for all purposes be deemed to be independent contractors hereunder, and neither will be considered (nor will any of their employees, contractors or agents be considered) an agent, employee, commercial representative, partner, franchisee or joint venturer of the other or will have any duties or obligations beyond those expressly provided in this Agreement. Neither party will have any authority, absent express written permission from the other party, to enter into any agreement, assume or create any obligations or liabilities, or make representations on behalf of the other party.

8.2    Interpretation.    (a) When a reference is made in this Agreement to Sections or Schedules, such reference will be to a Section or Schedule to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation." Unless the context otherwise requires, (i) "or" is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa, and (iii) the use in this Agreement of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require. All Schedules hereto will be deemed part of this Agreement and included in any reference to this Agreement. This Agreement will not be interpreted or construed to require any party to take any action, or fail to take any action, if to do so would violate any applicable law.

(b) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(c) This Agreement may be executed in counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart.

(d) This Agreement and the Contribution Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

(e) This Agreement will be governed and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and wholly performed within such state, without regard to any applicable conflict of laws principles.

8.3    Amendment.    No amendment, supplement or modification of this Agreement will be binding unless executed in writing by Licensor and Licensee.

8.4    Waiver of Compliance.    Except as otherwise provided in this Agreement, the failure by any party to comply with any obligation, covenant, agreement or condition under this Agreement may be waived by the party entitled to the benefit thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. The failure of any party to enforce at any time any of the provisions of this Agreement will in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party hereafter to enforce each and every such provision. No waiver of any breach of such provisions will be held to be a waiver of any other or subsequent breach.

8.5    Notices.    All notices required or permitted pursuant to this Agreement must be given as set forth in the Contribution Agreement.

8.6    Third Party Beneficiaries.    Except as otherwise provided in this Agreement, nothing in this Agreement, expressed or implied, is intended to confer on any person or entity other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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8.7    Successors and Assigns.    This Agreement will be binding upon and will inure to the benefit of the signatories hereto and their respective successors and permitted assigns. Except as set forth in Section 4.2, neither Licensee nor Licensor may assign this Agreement, or any of their rights or obligations hereunder, without the prior written consent of the other party hereto, and any attempt to make any such assignment without such consent will be null and void. Notwithstanding the foregoing, Licensor may assign this Agreement, or any of its rights or obligations hereunder, in connection with a sale of its business. Any assignment of this Agreement will not relieve the party making the assignment from any liability under this Agreement.

8.8    Severability.    The illegality or partial illegality of any or all of this Agreement, or any provision hereof, will not affect the validity of the remainder of this Agreement, or any provision hereof, and the illegality or partial illegality of this Agreement will not affect the validity of this Agreement in any jurisdiction in which such determination of illegality or partial illegality has not been made, except in either case to the extent such illegality or partial illegality causes this Agreement to no longer contain all of the material provisions reasonably expected by the parties to be contained herein.

8.9    Submission to Jurisdiction; Waivers.    Each party irrevocably agrees that any legal action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in any federal or state court located in the State of Delaware, and each party hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable laws, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

8.10    Specific Performance.    The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder will cause irreparable injury to the other party for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder, this being in addition to any other remedy to which it is entitled at law or in equity.

8.11    Section 365(n) of the Bankruptcy Code.    All rights and licenses granted under or pursuant to this Agreement are, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the "Bankruptcy Code"), licenses of rights to "intellectual property" as defined under Section 101(35A) of the Bankruptcy Code. The parties will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code.

8.12    Confidentiality.    The parties acknowledge that they are subject to, and any confidential information of any nature whatsoever of a party to this Agreement that is provided or disclosed to the other party in connection with this Agreement will be subject to, the confidentiality provisions contained in Section 6.6 of the Merger Agreement. Such confidentiality obligations will automatically terminate in their entirety on the Confidentiality Expiration Date (as defined in the Merger Agreement).

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, each of the signatories hereto has caused this Agreement to be signed by its duly authorized officer as of this date first above written.

MODINE MANUFACTURING COMPANY

By: /s/ Bradley C. Richardson                            

Name: Bradley C. Richardson
Title: Vice President, Finance and CFO

MODINE AFTERMARKET HOLDINGS, INC.

By: /s/ Bradley C. Richardson                            

Name: Bradley C. Richardson
Title: Vice President and Treasurer

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EX-10.2

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This Director and Officer Indemnification Agreement, dated as of July 22, 2005 (this "Agreement"), is made by and between Proliance International, Inc., a Delaware corporation (the "Company"), and                                                          ("Indemnitee").

RECITALS:

A.    Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation will be managed by or under the direction of its board of directors.

B.    Pursuant to Sections 141 and 142 of the Delaware General Corporation Law, significant authority with respect to the management of the Company has been delegated to the officers of the Company.

C.    By virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act as fiduciaries of the corporation and its stockholders.

D.    Thus, it is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the Company.

E.    In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

F.    The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation and (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity.

G.    The number of lawsuits challenging the judgment and actions of directors and officers of Delaware corporations, the costs of defending those lawsuits and the threat to directors' and officers' personal assets have all materially increased over the past several years, chilling the willingness of capable women and men to undertake the responsibilities imposed on corporate directors and officers.

H.    Recent federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and corporate governance obligations on directors and officers of public companies and have exposed such directors and officers to new and substantially broadened civil liabilities.

I.    These legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.

J.    Under Delaware law, the right of a director or officer to be reimbursed for the costs of defense of criminal actions, whether such claims are asserted under state or federal law, does not depend upon the merits of the claims asserted against the director or officer and is separate and distinct from any right to indemnification the director or officer may be able to establish, and indemnification of the director or officer against criminal fines and penalties is permitted if the director or officer satisfies the applicable standard of conduct.

K.    Indemnitee is a director and/or officer of the Company and his/her willingness to serve in such capacity is predicated, in substantial part, upon the Company's willingness to indemnify him/her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.

L.    Therefore, (1) in recognition of the need to provide Indemnitee with substantial protection against personal liability, (2) in order to procure Indemnitee's continued service as a director and

officer of the Company and to enhance Indemnitee's ability to serve the Company in an effective manner, and (3) in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company's certificate of incorporation or bylaws (collectively, the "Constituent Documents"), any change in the composition of the Company's Board of Directors (the "Board") or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies.

M.    In light of the considerations referred to in the preceding recitals, it is the Company's intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as follows:

1.    Certain Definitions.     In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a)    "Change in Control" means the occurrence after the date of this Agreement of any of the following events:

(i)    the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that:

(A)    for purposes of this Section 1(a)(i), the following acquisitions will not constitute a Change in Control: (1) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors; (2) any acquisition of Voting Stock of the Company by the Company or any Subsidiary; (3) any acquisition of Voting Stock of the Company by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; and (4) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii) below;

(B)    if any Person acquires beneficial ownership of 20% or more of combined voting power of the then-outstanding Voting Stock of the Company as a result of a transaction described in clause (A)(1) of Section 1(a)(i) and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than in an acquisition directly from the Company that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally, such subsequent acquisition will be deemed to constitute a Change in Control;

(C)    a Change in Control will not be deemed to have occurred if a Person acquires beneficial ownership of 20% or more of the Voting Stock of the Company as a result of a reduction in the number of shares of Voting Stock of the Company outstanding unless and until such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting Stock of the Company, other than in an acquisition directly from the Company that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally; and

(D)    if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial ownership of 20% or more of the Voting Stock of the

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Company inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns less than 20% of the Voting Stock of the Company, then no Change in Control will be deemed to have occurred as a result of such Person's acquisition; or

(ii)    a majority of the Directors are not Incumbent Directors; or

(iii)    the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation, or other transaction (each, a "Business Combination"), unless, in each case, immediately following such Business Combination (A) all or substantially all of the individuals and entities who were the beneficial owners of Voting Stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination (including an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), (B) no Person (other than the Company, such entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv)    approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii).

(v)    For purposes of this Section 1(a) and as used elsewhere in this Agreement, the following terms have the following meanings:

(A)    "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(B)    "Incumbent Directors" means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company's stockholders or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual will not be an Incumbent Director if such individual's election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(C)    "Subsidiary" means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(D)    "Voting Stock" means securities entitled to vote generally in the election of directors (or similar governing bodies).

(b)    "Claim" means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law, and (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by the Company or any other person, including any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

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(c)    "Controlled Affiliate" means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise will be deemed to constitute control for purposes of this definition.

(d)    "Disinterested Director" means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e)    "Expenses" means attorneys' and experts' fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.

(f)    "Indemnifiable Claim" means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee's status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee will be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(g)    "Indemnifiable Losses" means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(h)    "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" will not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement.

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(i)    "Losses" means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

2.    Indemnification Obligation.     Subject to Section 7, the Company will indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in Sections 4 and 20, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

3.    Advancement of Expenses.    Indemnitee will have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company will, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee will repay, without interest, any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, Indemnitee will execute and deliver to the Company an undertaking, which need not be secured and will be accepted without reference to Indemnitee's ability to repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts paid, advanced or reimbursed by the Company in respect of Expenses relating to, arising out of or resulting from any Indemnifiable Claim in respect of which it is determined, following the final disposition of such Indemnifiable Claim and in accordance with Section 7, that Indemnitee is not entitled to indemnification hereunder.

4.    Indemnification for Additional Expenses.    Without limiting the generality or effect of the foregoing, the Company will indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, will reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee will return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5.    Partial Indemnity.    If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6.    Procedure for Notification.    To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee will submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company

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has directors' and officers' liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company will give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company will provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

7.    Determination of Right to Indemnification.

(a)    To the extent that Indemnitee is successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) will be required.

(b)    To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that is finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a "Standard of Conduct Determination") will be made as follows: (i) if a Change in Control has not occurred, or if a Change in Control has occurred but Indemnitee has requested that the Standard of Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which will be delivered to Indemnitee; and (ii) if a Change in Control has occurred and Indemnitee has not requested that the Standard of Conduct Determination be made pursuant to clause (i), by Independent Counsel in a written opinion addressed to the Board, a copy of which will be delivered to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company will indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, will reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys' and experts' fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

(c)    The Company will use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 7(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 7 to make the Standard of Conduct Determination has not made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the "Notification Date") and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 7(e) to make such determination and (ii) Indemnitee has fulfilled his/her obligations set forth in the second sentence of Section 7(b), then Indemnitee will be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional

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30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

(d)    If (i) Indemnitee is entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standard of conduct under Delaware law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company will pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above is satisfied, an amount equal to the amount of such Indemnifiable Losses.

(e)    If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel will be selected by the Board of Directors, and the Company will give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel will be selected by Indemnitee, and Indemnitee will give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of "Independent Counsel" in Section 1(h), and the objection must set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence will apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence will apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(e) to make the Standard of Conduct Determination is selected within 30 days after the Company gives its initial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which has been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the Court or by such other person as the Court designates, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company will pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel's determination pursuant to Section 7(b).

8.    Presumption of Entitlement.    In making any Standard of Conduct Determination, the person or persons making such determination will presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the State of Delaware.

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No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct will be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

9.    No Other Presumption.    For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

10.    Non-Exclusivity.    The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company's jurisdiction of incorporation, any other contract or otherwise (collectively, "Other Indemnity Provisions"); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision.

11.    Liability Insurance and Funding.    For the duration of Indemnitee's service as a director and/or officer of the Company, and thereafter for so long as Indemnitee is subject to any pending or possible Indemnifiable Claim, the Company will use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors' and officers' liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company's current policies of directors' and officers' liability insurance. The Company will provide Indemnitee with a copy of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other related materials and will provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Company will not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent will not be unreasonably withheld or delayed). In all policies of directors' and officers' liability insurance obtained by the Company, Indemnitee will be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company's directors and officers most favorably insured by such policy. The Company may, but will not be required to, create a trust fund, grant a security interest or use other means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.

12.    Subrogation.    In the event of payment under this Agreement, the Company will be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee's successors), including any entity or enterprise referred to in clause (i) of the definition of "Indemnifiable Claim" in Section 1(f). Indemnitee will execute all papers reasonably required to evidence such rights (all of Indemnitee's reasonable Expenses, including attorneys' fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

13.    No Duplication of Payments.    The Company will not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including

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from any entity or enterprise referred to in clause (i) of the definition of "Indemnifiable Claim" in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

14.    Defense of Claims.    The Company will be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company's expense. The Company will not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company's prior written consent. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

15.    Successors and Binding Agreement.    (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the "Company" for purposes of this Agreement), but will not otherwise be assignable or delegatable by the Company.

(b)    This Agreement will inure to the benefit of and be enforceable by the Indemnitee's personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(c)    This Agreement is personal in nature and neither of the parties hereto may, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee's right to receive payments hereunder will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee's will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company will have no liability to pay any amount so attempted to be assigned or transferred.

16.    Notices.    For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may

9

have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

17.    Governing Law.    The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement will be brought only in the Chancery Court of the State of Delaware.

18.    Validity.    If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body declines to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto will take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

19.    Miscellaneous.    No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. References to Sections are to references to Sections of this Agreement.

20.    Legal Fees and Expenses.    It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of Indemnitee's choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee's entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship will exist between Indemnitee and such counsel. Without respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by Indemnitee in connection with any of the foregoing.

21.    Certain Interpretive Matters.    Unless the context of this Agreement otherwise requires, (a) "it" or "its" or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms "hereof,"

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"herein," "hereby" and derivative or similar words refer to this entire Agreement, (d) the terms "Article," "Section," "Annex" or "Exhibit" refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms "include," "includes" and "including" will be deemed to be followed by the words "without limitation" (whether or not so expressed), and (f) the word "or" is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, "business day" means any day other than Saturday, Sunday or a United States federal holiday.

22.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same agreement.

[Signatures Appear On Following Page]

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IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

PROLIANCE INTERNATIONAL, INC.

100 Gando Drive
New Haven, CT 06513

By:   __________________________________

Name:

Title:

INDEMNITEE: __________________________

Address:

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EX-10.3

PROLIANCE INTERNATIONAL, INC.
EQUITY INCENTIVE PLAN

1.    Purposes:    This plan has two purposes:

	(a)	To further align the interests of directors and key employees with those of stockholders; and

	(b)	To bring Proliance's compensation structures in line with competitive conditions.

2.    Effectiveness:    This plan was initially approved by Proliance's Board of Directors and stockholders and will become operative immediately after the merger of Modine Aftermarket Holdings, Inc. into Proliance (the "Merger").

3.    Previously Adopted Equity-Based Plans:    No new awards may be granted under Proliance's previously adopted equity-based plans, except with respect to shares relating to awards that are forfeited or cancelled.

4.    Types of Awards Authorized:    (a) The Nominating, Governance and Compensation Committee of Proliance's Board of Directors, or any successor committee (the "Compensation Committee"), may authorize Proliance to grant to employees of Proliance or its subsidiaries and to non-employee directors of Proliance equity-based awards relating to up to 1.4 million shares of Proliance common stock, including without limitation:

	(i)	Options: Stock options (which may but are not required to be qualified as incentive stock options under Section 422 of the Internal Revenue Code), the term of which may not exceed ten years (except as provided in Section 7);

	(ii)	Stock Appreciation Rights: Stock appreciation rights, which may be granted in tandem with any stock option or which may be granted on a free-standing basis with a term of not more than ten years;

	(iii)	Restricted Shares or Units: Restricted shares or units, which become non-forfeitable upon the passage of time or the occurrence of other events specified by the Compensation Committee;

	(iv)	Performance Shares or Units: Performance-based awards that are payable in shares, units or such other consideration as the Compensation Committee may specify upon the achievement of performance goals established by the Compensation Committee pursuant to Section 9; and

	(v)	Other Awards: Stock bonuses, dividend-equivalents and such other awards payable in or determined by reference to shares as the Compensation Committee may determine.

(b) Each award under this plan will be evidenced by an agreement, resolution or other writing (including in electronic medium) approved by the Compensation Committee fixing the specific terms of the award.

5.    Limitations:    Awards under this plan will be subject to the following limitations:

	(a)	Overall Limitation: In no event may more than 1.4 million shares in total be issued (in addition to shares issuable pursuant to Section 7 and with shares relating to awards that are forfeited or surrendered being added back);

	(b)	Option Limitations: Options awarded under this plan will have such terms as the Compensation Committee may determine, except that:

	•	the exercise price for any option may not be less than the fair market value (determined by reference to the closing trading price) for Proliance shares on the date of grant;

	•	except pursuant to Section 7, no option may have a term longer than ten years from the date of grant; and

	•	awards relating to no more than 1.4 million shares may be issued pursuant to options qualifying as incentive stock options under Section 422 of the Internal Revenue Code.

	(c)	Restricted Share and Restricted Share Units Limitations: No restricted shares or restricted share units may become unrestricted by the passage of time in less than pro rata installments over three years from the date of grant, unless restrictions lapse sooner by virtue of an event specified by the Compensation Committee other than the passage of time.

	(d)	Section 162(m) Limitations: No Proliance employee may receive (x) stock options, stock appreciation rights, restricted shares or restricted share units that specify performance goals, performance shares, performance units or other stock-based awards under this plan in any one year relating to more than 200,000 shares or (y) cash payments in any one year in excess of $1,000,000.

	(e)	Non-employee Directors. No more than 200,000 shares, in addition to grants made pursuant to Section 7, may be granted under the plan as awards to non-employee directors.

	(f)	No Repricing: The Compensation Committee may not, without further approval of Proliance stockholders, authorize (x) the amendment of any outstanding option to reduce the exercise price of such option or (y) the cancellation of an outstanding option and its replacement with an award having a lower exercise price per share; provided, however, that this Section 5(f) will not limit Proliance's ability to issue the Replacement Options pursuant to Section 7.

6.    Adjustments.    Notwithstanding any other provision of this plan, the Compensation Committee may adjust any of the limitations set forth in Section 5 and the number of common shares covered by any outstanding award as it determines to be equitable in light of any stock split, subdivision of shares or other change in Proliance's capital structure, and may provide in substitution for any or all outstanding awards under this plan such alternative consideration as it may determine to be equitable and the surrender of any awards so replaced (subject to Section 5(f) above).

7.    Awards to Non-employee Directors:    Each non-employee director holding outstanding options under Proliance's 1995 Nonemployee Directors Stock Option Plan that have an exercise price greater than or equal to the closing price of the Proliance common shares on the day before the Merger may elect, by giving written notice to Proliance at any time before the Merger, to have such outstanding options replaced with options under this plan ("Replacement Options"). Effective as of the issuance of the Replacement Options and without further action, the replaced options will be cancelled. The Replacement Options will be subject to Sections 4(b), 5 and 7 of this plan (except as provided herein) and the additional provisions set forth on Annex A.

8.    Administration, Etc.:    This plan will be administered by the Compensation Committee in accordance with regulations that the Compensation Committee may from time to time establish in respect of the plan. Without limiting any other provision of the plan, but subject to the limitations in Section 5, the Compensation Committee will have the power to take or authorize Proliance to take any action contemplated to be taken by Proliance under this plan, including:

	(a)	selecting award recipients;

	(b)	determining the number of shares and other terms of any award, including where applicable performance goals and performance targets;

	(c)	fixing conditions to the exercisability or vesting of any award;

	(d)	otherwise approving the form of agreement or evidence providing for any award;

	(e)	making all determinations contemplated to be made under this plan or any award agreement or evidence; and

	(f)	taking any other action as the Compensation Committee may determine to be appropriate relating to this plan or any award, award agreement or evidence of award.

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9.    Additional Section 162(m) Provisions:    The Compensation Committee may (but is not required to) grant an award under the plan that is intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. The right to receive a performance-based award, other than options and stock appreciation rights granted at not less than fair market value, will be conditioned on the achievement of written performance goals during a specified time period, established by the Compensation Committee at the time the performance-based award is granted. These performance goals and time periods, which may vary from grantee to grantee and award to award, will be based upon the attainment by Proliance or any of its subsidiaries, divisions or departments of specific amounts of, or increases in, one or more of the following, any of which may be measured either in absolute terms or as compared to other companies: earnings per share, net income, operating margin, return on equity, total stockholder return, revenue, cash flow, net worth, book value, stockholders' equity, market performance, the completion of certain business or capital transactions or other applicable measures.

10.    Term:    Awards may be granted under this plan until the tenth anniversary of the Company's 2005 annual meeting of stockholders.

11.    Termination of the Plan.    Termination of this plan will not affect outstanding awards which have been granted prior to such termination, and all unexpired awards will continue in full force and operation after termination of this plan, except as they lapse or terminate by their own terms and conditions, and the terms of this plan will continue to apply to such awards.

12.    Amendments.    The Compensation Committee may at any time and from time to time amend this plan; provided, however, that any amendment that must be approved by Proliance's stockholders in order to comply with applicable law or the rules of the principal national securities exchange on which Proliance's common shares are traded or quoted will not be effective unless and until such approval has been obtained. Subject to Section 5(f), the Compensation Committee may amend the terms of any award previously granted under the plan prospectively or retroactively, but no amendment will impair the rights of any grantee without his or her consent. The Compensation Committee may, in its discretion, terminate the plan at any time. Termination of the plan will not affect the rights of grantees or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.

13.    Withholding of Taxes.    To the extent that Proliance is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a grantee or other person under this plan, and the amounts available to Proliance for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the grantee or such other person make arrangements satisfactory to Proliance for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Compensation Committee) may include relinquishment of a portion of such benefit.

14.    Fractional Shares.    No fractional shares will be issued pursuant to awards and any fractional shares resulting from an adjustment pursuant to Section 6 of this plan will be eliminated.

15.    Government Regulations.    This plan, the grant and exercise of awards hereunder and Proliance's obligation to sell or deliver shares of stock pursuant to any such award or exercise will be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. Proliance will not be required to issue or deliver any shares of its common stock pursuant to this plan prior to (a) the admission of such shares to listing on any stock exchange on which the stock is then listed and (b) the completion of any registration or other qualification of such shares under any state or federal law or rulings or regulations of any governmental body, which Proliance, in its sole discretion, determines to be necessary or advisable.

16.    No Rights.    Neither this plan, nor the granting of an award nor any other action taken pursuant to this plan, will confer upon any grantee of an award any right with respect to continuance of employment or service with Proliance, nor will it interfere in any way with any right Proliance would otherwise have to terminate such grantee's employment or other service at any time.

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17.    Compliance with Section 409A of the Code.    To the extent applicable, it is intended that this plan and any grants made under this plan comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The plan and any grants made under the plan will be administrated in a manner consistent with this intent, and any provision that would cause the plan or any grant to fail to satisfy Section 409A of the Code will have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by Proliance without the consent of any participant). Any reference in this plan to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

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Annex A

REPLACEMENT OPTIONS

1.    Exercise Price.    The purchase price per share of Proliance common stock for which each Replacement Option is exercisable will be equal to the exercise price of the option under the 1995 Nonemployee Directors Stock Option Plan that such Replacement Option is replacing.

2.    Exercisability.    Pursuant to the terms of the outstanding options being replaced by the Replacement Options, each Replacement Option will be immediately exercisable in full.

3.    Term of Replacement Options.    Subject to Section 4 of this Annex A, each Replacement Option will expire on the later to occur of the third anniversary of the Merger and the date that the option under the 1995 Nonemployee Directors Stock Option Plan that such Replacement Option is replacing would expire. If a non-employee director subsequently becomes an employee of Proliance while remaining a member of Proliance's board of directors, any Replacement Options held by such individual at the time of such commencement of employment will not be affected thereby.

4.    Cessation of Service.    (a) All Replacement Options may be exercised by the optionee until the earlier of (i) the third anniversary of the cessation of service as a director and (ii) the end of the remaining term of such Replacement Options, as determined pursuant to Section 3 of this Annex A (the "Post-Cessation Exercise Period"). If an optionee dies within the Post-Cessation Exercise Period, or if cessation of service is due to such optionee's death, such Replacement Options may be exercised at any time within the Post-Cessation Exercise Period by the optionee's executor or administrator or by his or her distributee to whom such options may have been transferred by will or by the laws of descent and distribution.

(b) In no event will the period during which an option may be exercised be extended beyond the end of the remaining term of such Replacement Options (as determined pursuant to Section 3 of this Annex A).

5.    Other Terms of the Replacement Options.    Except as set forth in the plan and in this Annex A, all other terms of the Replacement Options will be governed by the terms of the 1995 Nonemployee Directors Stock Option Plan.

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EX-10.4

TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Twelfth Amendment to Loan and Security Agreement (the "Twelfth Amendment") is made as of July 21, 2005 by and between Transpro, Inc., a Delaware corporation ("Transpro" and, after giving effect to the Modine Merger, the GO/DAN Merger and the name change to "Proliance International, Inc." as described in the second, third and fourth recitals hereto, respectively, "Proliance" and, before and after giving such effect, the "Parent"), GO/DAN Industries, Inc. ("GO/DAN"), Ready Aire, Inc. ("RA"; together with Parent and GO/DAN, the "Borrowers"), GO/DAN de Mexico, SA de C.V. ("GO/DAN Mexico") and Radiadores GDI, SA de C.V. ("Radiadores"; together with GO/DAN Mexico, the "Obligors") and Wachovia Capital Finance Corporation (New England), formerly known as Congress Financial Corporation (New England), as lender (the "Lender").

WHEREAS, the Lender and Borrowers are parties to that certain Loan and Security Agreement dated as of January 4, 2001, as amended, supplemented or otherwise modified through the date hereof (the "Loan Agreement");

WHEREAS, Transpro, Modine Manufacturing Company ("Modine") and Modine Aftermarket Holdings, Inc. ("MAH") entered into that certain Agreement and Plan of Merger dated as of January 31, 2005 (as amended by that certain letter agreement dated as of June 16, 2005 by and between Modine, MAH and Transpro, the "Modine Merger Agreement"; together with all agreements, documents and instruments executed and/or delivered in connection therewith, the "Modine Merger Documents") pursuant to which MAH will merge with and into Transpro on July 22, 2005 with Transpro continuing as the surviving corporation (such merger, the "Modine Merger");

WHEREAS, GO/DAN will merge with and into Transpro on the date hereof pursuant to that certain Agreement and Plan of Merger (as amended, the "GO/DAN Merger Agreement"; together with all agreements, documents and instruments executed and/or delivered in connection therewith, the "GO/DAN Merger Documents") with Transpro continuing as the surviving corporation (such merger, the "GO/DAN Merger");

WHEREAS, Transpro will change its name from "Transpro, Inc." to "Proliance International, Inc." simultaneously with the consummation of the Modine Merger;

WHEREAS, Borrowers have requested that Lender (i) consent to the Modine Merger, (ii) consent to the GO/DAN Merger, (iii) consent to Transpro changing its name from "Transpro, Inc." to "Proliance International, Inc." and (iv) amend certain provisions of the Financing Agreements as set forth herein; and

WHEREAS, the Lender has agreed to consent to (i) the Modine Merger, (ii) the GO/DAN Merger, (iii) Transpro changing its name to "Proliance International, Inc." and (iv) the amendment of certain provisions of the Financing Agreements, in each case, subject to the terms and conditions hereof;

NOW THEREFORE, based on these premises, and in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the Borrowers, the Obligors and the Lender hereby agree as follows:

1.    Amendments to Loan Agreement.

        1.1.    Name Change.    Upon the effectiveness of the name change from "Transpro, Inc." to "Proliance International, Inc." and the consummation of the Modine Merger and the GO/DAN Merger, all references to (i) "TransPro, Inc.", "GO/DAN" and "GO/DAN Industries, Inc." set forth in the Loan Agreement and the other Financing Agreements shall mean "Proliance International, Inc." and (ii) all references to "Transpro" set forth in the Loan Agreement and the other Financing Agreements shall mean "Proliance".

        1.2.    Definitions.

                (a) Applicable Eurodollar Margin.    Section 1.3A of the Loan Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

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" 1.3A Applicable Eurodollar Margin' shall mean the rate set forth below based upon the Quarterly Average Excess Availability (as defined below) of the Borrowers:

Quarterly Average Excess Availability				Applicable Eurodollar Margin
More than $25,000,000				1.75%
$15,000,000 to $25,000,000				2.00%
Less than $15,000,000				2.25%

The Applicable Eurodollar Margin shall be adjusted by Lender no later than the tenth (10^th) day of each calendar quarter beginning on January 1, April 1, July 1 and October 1 of each year, commencing with the calendar quarter beginning on July 1, 2006, based upon the Quarterly Average Excess Availability of the Borrowers for the immediately preceding calendar quarter.

For purposes of this definition, Quarterly Average Excess Availability' shall mean for any applicable calendar quarter the average daily Excess Availability of the Borrowers, on a consolidated basis, for such calendar quarter."

                (b) Borrowing Base Certificate.    The following Section 1.7A is hereby added to the Loan Agreement in proper numerical order:

"1.7A 'Borrowing Base Certificate' shall mean a certificate in substantially the form of Exhibit B to the Twelfth Amendment, as such form may from time to time be reasonably modified by Lender, which is duly completed (including all schedules thereto) for each Borrower and executed by the chief financial officer of each Borrower or other appropriate financial officer of such Borrower reasonably acceptable to Lender and delivered to Lender."

                (c) Interest Rate.    The definition of "Interest Rate" set forth in Section 1.31 of the Loan Agreement is hereby deleted in its entirety and the following definition is substituted in lieu thereof:

"1.31 'Interest Rate' shall mean (i) from July 21, 2005 through April 21, 2006, as to Prime Rate Loans, a per annum rate equal to the Prime Rate and, as to Eurodollar Rate Loans, a per annum rate equal to two percent (2%) in excess of the Adjusted Eurodollar Rate (based on the Eurodollar Rate applicable for the Interest Period selected by Borrowers as in effect three (3) Business Days after the date of receipt by Lender of the request of Borrowers for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to Borrowers) and (ii) from April 22, 2006 and thereafter, as to Prime Rate Loans, a per annum rate equal to the Prime Rate, (iii) from April 22, 2006 through June 30, 2006, as to Eurodollar Rate Loans, a per annum rate equal to the Applicable Eurodollar Margin based upon the Quarterly Average Excess Availability of the Borrowers for the quarter ending on March 31, 2006 plus the Adjusted Eurodollar Rate (based on the Eurodollar Rate applicable for the Interest Period selected by Borrowers as in effect three (3) Business Days after the date of receipt by Lender of the request of Borrowers for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to Borrowers) and (iv) from July 1, 2006 and thereafter, as to Eurodollar Rate Loans, a per annum rate equal to the Applicable Eurodollar Margin plus the Adjusted Eurodollar Rate (based on the Eurodollar Rate applicable for the Interest Period selected by Borrowers as in effect three (3) Business Days after the date of receipt by Lender of the request of Borrowers for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to Borrowers); provided, that, in each case, the Interest Rate shall mean the rate of three percent (3%) per annum in excess of the rate applicable to Prime Rate Loans immediately prior to the event described below and three percent (3%) per annum in excess of the rate applicable to Eurodollar Rate Loans immediately prior to the event described below, at Lender's option, without notice, (A) for the period (1) from and after the date of termination or non-renewal hereof until Lender has received full and final payment of all obligations (notwithstanding entry of a judgment against any Borrower) and (2) from and after the date of the occurrence of an

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Event of Default for so long as such Event of Default is continuing as determined by Lender, and (B) on the Revolving Loans at any time outstanding in excess of the amounts available to Borrowers under Section 2 (whether or not such excess(es), arise or are made with or without Lender's knowledge or consent and whether made before or after an Event of Default), provided that if such excess is the sole and direct result of an adjustment made by Lender to the criteria for Eligible Accounts or Eligible Inventory or to Availability Reserves, the higher rate of interest provided herein shall not go into effect until ten (10) days after such adjustment by Lender became effective and provided that Borrowers shall not have eliminated such excess within such ten (10) day period."

                (d) Letter of Credit Fee Rate.    The following Section 1.35A is hereby added to the Loan Agreement in proper numerical order:

"1.35A 'Letter of Credit Fee Rate' shall mean a per annum rate equal to the following rates for the following time periods: (i) from July 21, 2005 through April 21, 2006, two percent (2%) per annum and (ii) from April 22, 2006 and thereafter, the Applicable Eurodollar Margin then in effect. The Applicable Eurodollar Margin shall be adjusted quarterly in accordance with the provisions set forth in the definition of Applicable Eurollar Margin'."

                (e) Mortgages.    All references to "Mortgages" set forth in the Financing Agreements shall include the Emporia Mortgage (hereinafter defined) upon the effectiveness thereof.

        1.3.    Revolving Loans.

                (a) Section 2.1(a)(i) of the Loan Agreement hereby is deleted in its entirety and the following is substituted in lieu thereof:

"(i) the sum of (A) seventy-eight and one half percent (78.5%) of the Net Amount of Eligible Accounts of Proliance to the extent that dilution does not exceed five percent (5%), provided that Lender may reduce such advance rate one percent for each percent by which dilution with respect to Proliance's Accounts exceeds five percent (5%) plus, (B) seventy-five percent (75%) of the Net Amount of Eligible Accounts of Evap plus "

                (b) Section 2.1(a)(ii) of the Loan Agreement hereby is deleted in its entirety and the following is substituted in lieu thereof:

"(ii) the lesser of: (A) the sum of (1) thirty (30%) percent of the Value of Eligible Inventory consisting of finished goods of Evap, plus (2) fifty-one (51%) percent of the Value of Eligible Inventory consisting of finished goods of Proliance, plus (3) twenty-one (21%) percent of the Value of Eligible Inventory consisting of raw materials of Evap for the finished goods of Evap, plus (4) thirty-five (35%) percent of the Value of Eligible Inventory consisting of raw materials of Proliance for the finished goods of Proliance or (B) $55,000,000.00, less"

        1.4.    Letter of Credit Accommodations.

                (a) The first sentence of Section 2.2(b) of the Loan Agreement is hereby deleted in its entirety and the following sentence is substituted in lieu thereof:

"In addition to any charges, fees and expenses charged by any bank or issuer in connection with the Letter of Credit Accommodations, Borrowers shall pay to Lender a letter of credit fee equal to the Letter of Credit Fee Rate then in effect multiplied by the daily outstanding balance of the Letter of Credit Accommodations for the immediately preceding month (or part thereof), payable in arrears as of the first day of each succeeding month, except that Borrowers shall pay to Lender such letter of credit fee, at Lender's option, without notice, at a rate equal to five percent (5%) per annum on such daily outstanding balance for: (i) the period from and after the date of termination or non-renewal hereof until Lender has received full and final payment of all Obligations (notwithstanding entry of a judgment against any Borrower) and (ii) the period from and after the date of the occurrence of an Event of Default for so long as such Event of Default is continuing as determined by Lender."

                (b) The first sentence of Section 2.2(d) of the Loan Agreement is hereby deleted in its entirety and the following sentence is substituted in lieu thereof:

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"Except in Lender's discretion, the amount of all outstanding Letter of Credit Accommodations and all other commitments and obligations made or incurred by Lender in connection therewith shall not at any time exceed $15,000,000.00."

        1.5.    Term Loan.    Section 2.3 of the Loan Agreement hereby is deleted in its entirety and the following is substituted in lieu thereof:

"2.3    Term Loan.    The Borrowers issued to Lender that certain Amended and Restated Term Promissory Note in the initial principal amount of Four Million Three Hundred Seventy Thousand Dollars ($4,370,000) on March 14, 2001 ("Initial Term Note") to evidence the Term Loan made by the Lender to the Borrowers as of such date. From March 14, 2001 through December 27, 2002, the Borrowers made certain interest and principal payments with respect to such Term Loan, reducing the outstanding obligations under the Initial Term Note to less than Three Million Dollars ($3,000,000). On December 27, 2002, Lender made an additional Term Loan to the Borrowers ("December 2002 Term Loan"), increasing the aggregate amount of the Term Loan outstanding to Three Million Dollars ($3,000,000) on such date. To combine the obligations owed by the Borrowers to the Lender pursuant to the Initial Term Note and the December 2002 Term Loan, the Borrowers amended, restated and replaced the Initial Term Note with the Second Amended and Restated Term Promissory Note dated as of December 27, 2002, issued in the initial principal amount of Three Million Dollars ($3,000,000) (the "Second Amended and Restated Term Note"). From December 27, 2002 through July 21, 2005 the Borrowers made certain interest and principal payments with respect to the Term Loan, reducing the outstanding Term Loan to less than Three Million Dollars ($3,000,000). On July 21, 2005, Lender made an additional Term Loan to the Borrowers ("July 2005 Term Loan"), increasing the aggregate amount of the Term Loan outstanding to One Million Seven Hundred Thousand Dollars ($1,700,000). To combine the obligations owed by the Borrowers to the Lender pursuant to the Second Amended and Restated Term Note and the July 2005 Term Loan, the Borrowers have amended, restated and replaced the Second Amended and Restated Term Note with the Third Amended and Restated Term Promissory Note dated as of July 21, 2005, issued in the initial principal amount of One Million Seven Hundred Thousand Dollars ($1,700,000) (the "Term Promissory Note"). The Term Promissory Note (a) shall be repaid, together with interest and other amounts, in accordance with this Agreement, the Term Promissory Note, and the other Financing Agreements, and (b) shall be secured by all the Collateral. The principal amount of the Term Loan shall be repaid in sixty (60) consecutive monthly installments (or earlier as provided herein) payable on the first day of each month commencing on September 1, 2005, of which, the first fifty-nine (59) installments shall each be in the amount of $28,333.33 and the last installment shall be due on the Renewal Date and shall be in the amount of the entire unpaid balance of the Term Loan."

        1.6.    Availability Reserves.

                (a) Section 2.4 of the Loan Agreement hereby is deleted in its entirety and the following is substituted in lieu thereof:

"2.4    Availability Reserves.    All Revolving Loans otherwise available to Borrowers pursuant to the lending formulas and subject to the Maximum Credit and other applicable limits hereunder shall be subject to Lender's continuing right to establish and revise, in good faith, Availability Reserves, including, without limitation, Availability Reserves in an amount equal to the amount by which dilution with respect to Borrowers' Accounts (as determined in accordance with Section 2.1(b)(i)(A) hereof) exceeds five percent (5%)."

                (b) The Gando Drive Reserve (as initially defined in that certain letter agreement dated as of May 24, 2001 by and between Lender and Borrowers) is hereby reduced to $0.

        1.7.    Interest.    Section 3.1(e) of the Loan Agreement is hereby deleted in its entirety and Intentionally Omitted' is substituted in lieu thereof.

        1.8.    Unused Line Fee.    Section 3.4 of the Loan Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

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"3.4    Unused Line Fee.    Borrowers shall pay to Lender monthly an unused line fee at a rate equal to one quarter of one (.25%) percent per annum calculated upon the amount by which Maximum Credit exceeds the average daily principal balance of the outstanding Revolving Loans and Letter of Credit Accommodations during the immediately preceding month (or part thereof) while this Agreement is in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall be payable on the first day of each month in arrears."

        1.9.    Use of Proceeds.    The second sentence of Section 6.6 of the Loan Agreement is hereby deleted in its entirety and the following sentence is substituted in lieu thereof:

"All other Loans made or Letter of Credit Accommodations provided by Lender to Borrowers pursuant to the provisions hereof shall be used by the Borrowers only for (i) paying the fees, costs and expenses (including attorneys' fees and disbursements) incurred by the Borrowers in connection with the Modine Merger, the GO/DAN Merger, and the negotiation, documentation and execution of the Modine Merger Documents, the GO/DAN Merger Documents, this Agreement and the other Financing Agreements and the consummation of the transactions contemplated by the Modine Merger Documents and the GO/DAN Merger Documents, (ii) paying the purchase price and the fees, costs and expenses (including attorneys' fees) incurred by the Borrowers in connection with the consummation of the July 2005 Acquisition (as defined in Section 9.10 hereof) and (iii) general operating, working capital and other proper corporate purposes of Borrowers not otherwise prohibited by the terms hereof."

        1.10.    Borrowing Base Certificates.    Section 7.1 of the Loan Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof.

"7.1 Collateral Reporting.

(a)    Each Borrower shall provide Lender with the following documents in a form reasonably satisfactory to Lender:

(i)    (A) so long as Excess Availability equals or exceeds $25,000,000 at all times during the immediately preceding calendar month, on a monthly basis on or before the fifteenth (15^th) day of each month or more frequently at Borrowers' option, a Borrowing Base Certificate for each Borrower setting forth each Borrower's calculation of Revolving Loans and Letter of Credit Accommodations available to such Borrowers pursuant to the terms and conditions contained herein as of the last day of the preceding calendar month as to Accounts and Inventory, and (B) so long as Excess Availability is less than $25,000,000 at any time but more than $15,000,000 at all times during the immediately preceding calendar month, on a weekly basis on or before the Second Business Day of each week or more frequently at Borrowers' option, a Borrowing Base Certificate for each Borrower setting forth such Borrower's calculation of the Revolving Loans and Letter of Credit Accommodations available to such Borrower pursuant to the terms and conditions contained herein as of the last business day of the immediately preceding week as to the Accounts and as of the last day of the preceding month as to Inventory, in each such case duly completed and executed by the chief financial officer or other appropriate financial officer acceptable to Lender, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (including, without limitation, a schedule of all Accounts created, collections received and credit memos issued for each day of the immediately preceding week); provided, that, without limiting any other rights of Lender, upon Lender's request, Borrowers shall provide Lender on a daily basis with a schedule of Accounts, collections received and credits issued and on a daily basis with an inventory report in the event that at any time either: (1) an Event of Default or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (2) Borrowers shall have failed to deliver any Borrowing Base Certificate in accordance with the terms hereof, or (3) upon Lender's good faith belief, any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (4) Excess Availability shall be less than $15,000,000 (it being understood that once the Borrowers are required by Lender to provide Borrowing Base Certificates on a daily basis in accordance with this Section, the Borrowers shall continue to provide Borrowing Base Certificates to Lender on a daily basis

5

unless and until (x) no Events of Default have occurred and are then continuing, (y) Excess Availability exceeds $15,000,000 for thirty (30) consecutive days, and (z) the Borrowers have otherwise complied with their obligation to deliver Borrowing Base Certificates to Lender in accordance with the provisions hereof and such Borrowing Base Certificates are complete and accurate in all respects; thereafter, the Borrowers shall deliver Borrowing Base Certificates in accordance with Section 7.1(a)(i)(A)-(B) as applicable);

(ii)    on a monthly basis or more frequently as Lender may reasonably request, (A) perpetual inventory reports, (B) inventory reports by category and (C) agings of accounts payable;

(iii)    upon Lender's reasonable request, (A) copies of customer statements and credit memos, remittances advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents, and (C) copies of purchase orders, invoices and delivery of documents for Inventory and Equipment acquired by Borrower;

(iv)    agings of accounts receivable on a monthly basis or more frequently as Lender may request; and

(v)    such other reports as to the Collateral as Lender shall reasonably request from time to time.

(b)    Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of Lender contained herein and in the event of any conflict or inconsistency between the calculation of the Revolving Loans and Letter of Credit Accommodations available to Borrower as set forth in any Borrowing Base Certificate and as determined by Lender, the determination of Lender shall govern and be conclusive and binding upon Borrower. Without limiting the foregoing, Borrower shall furnish to Lender any information which Lender may reasonably request regarding the determination and calculation of any of the amounts set forth in the Borrowing Base Certificate. If any of Borrower's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing."

        1.11.    Inventory Appraisal.    Notwithstanding the provisions set forth in Section 7.3(d) of the Loan Agreement, the Borrowers shall not be required to cause to be conducted any inventory appraisals with respect to their Inventory (i) during the 2005 calendar year provided that (A) Excess Availability exceeds Ten Million Dollars ($10,000,000) at all times and (B) no Event of Default or event which with the passage of time or notice or both would constitute an Event of Default has occurred and is continuing or (ii) during the 2006 calendar year and thereafter provided that (A) Excess Availability exceeds Fifteen Million Dollars ($15,000,000) at all times and (B) no Event of Default or event which with the passage of time or notice or both would constitute an Event of Default has occurred and is continuing (Borrowers shall cause to be conducted as many inventory appraisals with respect to their Inventory as Lender reasonably requests upon the occurrence and during the continuation of any Event of Default or event which with the passage of time or notice or both would constitute an Event of Default).

        1.12.    Compliance Certificates and Additional Notices.    Section 9.6 is amended to add the following Sections (f) and(g) thereto.

"(f) Compliance Certificates.    Together with and at the same time that the financial statements which Borrowers are required to deliver under Section 9.6(a) hereof are delivered, Borrower shall deliver a duly completed and executed compliance certificate substantially in the form of Exhibit A hereto, along with schedules in a form reasonably satisfactory to Lender of the calculations used in determining, as of the end of each applicable period, whether Borrowers are in compliance with the financial covenants set forth in the Loan Agreement for such period.

(g) Borrowers shall promptly notify Lender in writing in the event that at any time after the delivery of a Borrowing Base Certificate by a Borrower to Lender but prior to the delivery of

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the next Borrowing Base Certificate to be delivered by such Borrower to Lender in accordance with the terms hereof: (i) the amount of Revolving Loans and Letter of Credit Accommodations available to such Borrower pursuant to the terms and conditions contained herein (calculated without regard to the then outstanding Revolving Loans and Letter of Credit Accommodations) is less than ninety (90%) percent of the amount of Revolving Loans and Letter of Credit Accommodations available to such Borrower pursuant to the terms and conditions contained herein (calculated without regard to the then outstanding Revolving Loans and Letter of Credit Accommodations) as set forth in the most recent Borrowing Base Certificate previously delivered by such Borrower to Lender pursuant to Section 7.1 hereof, (ii) the Revolving Loans made by Lender to such Borrower and/or Letter of Credit Accommodations outstanding at such time exceed the amount of the Revolving Loans and Letter of Credit Accommodations then available to such Borrower under the terms hereof as a result of any decrease in the amount of Revolving Loans and Letter of Credit Accommodations then available and the amount of such excess, or (iii) Excess Availability is less than the applicable thresholds set forth in Section 7.1(a) as a result of any decrease in the amounts of Revolving Loans and Letter of Credit Accommodations available to such Borrower pursuant to the terms and conditions contained herein."

        1.13.    Sections 9.7, 9.8, 9.9. and 9.10.  Sections 9.7, 9.8, 9.9, and 9.10    of the Loan Agreement are amended to insert the following after the first three words of each such Section: ", and shall not permit any subsidiary of any Borrower to,"

        1.14.    Loans, Investments, Guarantees, Etc.    The following subsection (d) is hereby added to the end of the first sentence of Section 9.10 of the Loan Agreement:

"and (d) the acquisition, in 2005, of certain personal property from a company identified to Lender in July 2005, in the same line of business as Proliance, for a purchase price not to exceed $4,000,000 provided that (i) the related purchase and sales agreement and all agreements, documents and instruments executed and/or delivered in connection therewith are in form and substance reasonably satisfactory to Lender, (ii) the Borrowers take all steps necessary to perfect Lender's security interest in such personal property to be purchased immediately upon the consummation of such purchase (and such security interest shall be a first priority perfected security interest), (iii) such assets to be purchased shall be unencumbered except as permitted hereunder, (iv) the Borrowers shall maintain Excess Availability of not less than $15,000,000 for thirty (30) consecutive days prior to the date on which such acquisition is consummated, and on the date on which such acquisition is consummated, and for thirty (30) consecutive days following the date on which such acquisition is consummated, in each case, after giving effect to the consummation of such acquisition and (v) no default or Event of Default has occurred and is then continuing hereunder or under any other Financing Agreement (after giving effect to such acquisition) (July 2005 Acquisition')."

        1.15.    Dividends and Redemptions.    Section 9.11 of the Loan Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

"9.11    Dividends and Redemptions.    Borrowers shall not, directly or indirectly, declare or pay any dividends on account of any shares of class of capital stock of Borrowers now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing; provided, however, that Proliance may (i) pay up to $337,500 per year in dividends on its Series B convertible preferred stock if and to the extent that such dividends are permitted and required to be paid under the Certificate of Incorporation of Proliance and the Agreement and Plan of Merger dated July 23, 1998 relating to the acquisition of Evap and (ii) without duplication of the other dividends permitted to be made under this Section 9.11, Proliance may pay dividends to its shareholders and may repurchase capital stock held by its shareholders

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provided, that, as to any such dividend or repurchase, each of the following conditions is satisfied: (1) the Borrowers shall maintain Excess Availability of not less than $18,000,000 for thirty (30) consecutive days prior to the date on which any such dividend or stock repurchase is made, and on the date on which such dividend or stock repurchase is made, and for thirty (30) consecutive days following the date on which such dividend or stock repurchase is made, in each case, after giving effect to making such dividend or repurchasing such stock, (2) as of the date of the making of such dividend or such stock repurchase and after giving effect thereto, no Event of Default or event which with notice or the passage of time would constitute an Event of Default shall exist or have occurred and be continuing, (3) such dividend or stock repurchase shall be paid with funds legally available therefor, (4) such dividend or stock repurchase shall not violate any law or regulation or the terms of any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound, and (5) the aggregate amount of all dividends and repurchases in any calendar year shall not exceed $3,000,000;"

        1.16.    Sections 9.14 and 9.15.    Sections 9.14 and 9.15 are deleted in their entirety and replaced by "Intentionally Omitted."

        1.17.    Financial Covenants.

                (a)    Minimum EBITDA.    The following Section 9.20 is hereby added to the Loan Agreement in proper numerical order:

"9.20    Minimum EBITDA.    Borrowers shall achieve, on a consolidated basis, EBITDA of not less than the amounts set forth below for the twelve consecutive month periods ending on the dates set forth below:

Test Date				Amount
September 30, 2005					($2,500,000	)
December 31, 2005					($15,000,000	)
March 31, 2006					($12,500,000	)
June 30, 2006					($4,500,000	)
September 30, 2006				$	9,000,000
December 31, 2006				$	19,200,000
March 31, 2007 and at each calendar quarter end thereafter				$	21,200,000

For purposes of this Section 9.20, 'EBITDA' shall mean the sum, without duplication, of the following as determined on a consolidated basis in accordance with GAAP for Proliance and its wholly owned subsidiaries (but not including G&O Manufacturing Company, Inc.): (a) Net Income, plus (b) interest expense on all indebtedness to the extent deducted in determining Net Income, (c) taxes on income to the extent deducted in determining Net Income, (d) depreciation expense to the extent deducted in determining Net Income, (e) amortization expense to the extent deducted in determining Net Income, (f) minus non-cash gain or plus non-cash loss from the sale of assets, other than sales in the ordinary course of business but only to the extent added to or deducted in determining Net Income, and (g) minus negative goodwill to the extent added in determining Net Income.

Compliance with the foregoing EBITDA covenant will not be required at any applicable test date if Excess Availability equals or exceeds $15,000,000 at all times during the calendar quarter immediately preceding such Test Date."

                (b)    Minimum Excess Availability.    The following Section 9.20A is hereby added to the Loan Agreement in proper numerical order:

"9.20A    Minimum Excess Availability.    The Borrowers shall maintain no less than the following amounts of Excess Availability at all times during the calendar quarters ending on the following test dates:

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Test Date				Minimum Excess Availability
September 30, 2005				$	5,000,000
December 31, 2005				$	5,000,000
March 31, 2006				$	5,000,000
June 30, 2006				$	5,000,000	"

                (c)    Capital Expenditures.    The following Section 9.21 is hereby added to the Loan Agreement in proper numerical order:

"9.21    Capital Expenditures.    Borrowers shall not incur Capital Expenditures in excess of $12,000,000, in the aggregate, in any calendar year. For purposes of this Section 9.21, Capital Expenditures' shall mean, without duplication, non-financed expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one (1) year (to avoid all doubt, non-financed expenditures' referenced in the aforementioned definition of "Capital Expenditures" shall include capital expenditures purchased with the proceeds of Loans)."

        1.18.    Subsidiary Restrictions.    The following Section 9.22 is hereby added to the Loan Agreement in proper numerical order:

"9.22    Limitation on Restrictions Affecting Subsidiaries.    Borrowers shall not, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any subsidiary of any Borrower to (a) pay dividends or make other distributions or pay any Indebtedness owed to any Borrower or any subsidiary of Borrower; (b) make loans or advances to any Borrower or any subsidiary of any Borrower, (c) transfer any of its properties or assets to any Borrower or any subsidiary of any Borrower; or (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or any of its subsidiaries, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of any Borrower or its subsidiary, (v) any agreement relating to permitted Indebtedness incurred by a subsidiary of any Borrower prior to the date on which such subsidiary was acquired by such Borrower and outstanding on such acquisition date, and (vi) the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Lender than those encumbrances and restrictions under or pursuant to the contractual obligations so extended or continued."

        1.19.    Term.    The first sentence of Section 12.1(a) of the Loan Agreement hereby is deleted in its entirety and the following sentence is substituted in lieu thereof:

"(a) This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect until July 21, 2009 (the "Renewal Date"), and from year to year thereafter, unless sooner terminated pursuant to the terms hereof."

        1.20.    Early Termination Fee.

                (a) The first sentence of Section 12.1(c) of the Loan Agreement is hereby deleted in its entirety and the following sentence is substituted in lieu thereof:

"(c) If for any reason this Agreement is terminated prior to the end of the then current term or renewal term of this Agreement, in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Lender's lost profits as a result thereof and as a result of Lender's willingness to foregoing certain fees that would otherwise be payable in a financing of this kind at the inception and during the term of this Agreement, Borrowers agree to pay to Lender, upon the

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effective date of such termination, an early termination fee in the amount set forth below if such termination is effective in the period indicated:

				Amount				Period
(i)				1% of Maximum Credit				from July 21 2005 to and including July 21, 2007; and
(iii)				0.5% of Maximum Credit				July 22, 2007 and thereafter provided that this provision shall not constitute a commitment by Lender to extend the term beyond the Renewal Date."

2.    Fees.    Borrowers shall pay to Lender the fees set forth in the fee letter dated the date hereof ("Fee Letter").

3.    Consents.

3.1.    Name Change.    Lender hereby consents to Transpro changing its name from "Transpro, Inc." to "Proliance International, Inc." provided that (i) the name change is effected in accordance with the copy of the merger certificate containing the amendment to Transpro's articles of incorporation effecting such name change provided to Lender prior to the date hereof and (ii) the conditions precedent set forth in Section 4 hereof have been satisfied.

3.2.    Modine Merger.    Lender hereby consents to the Modine Merger provided that (i) the Modine Merger is consummated in accordance with the Modine Merger Documents and (ii) the conditions precedent set forth in Section 4 hereof have been satisfied.

3.3.    GO/DAN Merger.    Lender hereby consents to the GO/DAN Merger provided that (i) the GO/DAN Merger is consummated in accordance with the GO/DAN Merger Documents and (ii) the conditions precedent set forth in Section 4 hereof have been satisfied.

4.    Conditions Precedent.    The following are all of the conditions precedent to the effectiveness of this Amendment and the agreements of the Lender hereunder:

4.1. payment to Lender in immediately available funds of (i) the fees due on the date hereof as set forth in the Fee Letter and (ii) all documented out-of-pocket expenses, including, without limitation, reasonable attorneys' fees and disbursements, incurred by the Lender through the date hereof, in accordance with Section 10 hereof;

4.2. receipt by Lender of this Twelfth Amendment, duly executed by the Borrowers and Obligors;

4.3. receipt by Lender of the original executed copy of that certain Third Amended and Restated Term Promissory Note dated as of even date hereof issued by Borrowers to Lender in the initial principal amount of One Million Seven Hundred Thousand Dollars ($1,700,000) ("Term Note");

4.4. receipt by Lender of the Fee Letter, duly executed by Borrowers;

4.5. receipt by Lender of all historical financial information concerning MAH and projected financial information concerning Parent (after giving effect to the Modine Merger) and the other Borrowers as reasonably requested by Lender and such financial information shall be in form and substance reasonably satisfactory to Lender;

4.6. Lender shall have completed a field examination of the Collateral constituting Aftermarket Assets (as defined in the Modine Merger Agreement) and any other property and other assets of MAH immediately prior to the Modine Merger, the results of which shall be reasonably satisfactory to Lender, in Lender's reasonable discretion;

4.7. receipt by Lender of the Amended and Restated Information Certificate of the Parent, which shall be accurate and complete in all material respects (after giving effect to the Modine

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Merger, the GO/DAN Merger and the name change referenced above) and duly executed by the Parent ("Parent Information Certificate");

4.8. receipt by Lender of the Collateral Assignment of Modine Merger Documents, in form and substance reasonably satisfactory to Lender, duly executed by Transpro and consented to by Modine and MAH ("Collateral Assignment");

4.9. receipt by Lender of evidence of insurance (reflecting that the Aftermarket Assets (as defined in the Modine Merger Agreement) and the other Collateral are adequately insured) and loss payee endorsements required under the Loan Agreement and the Financing Agreements, in form and substance reasonably satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as loss payee;

4.10. receipt by Lender of the following, each in form and substance reasonably satisfactory to Lender: evidence that the Modine Merger Documents have been duly executed and delivered by and to the appropriate parties thereto;

4.11. receipt by Lender of the following, each in form and substance reasonably satisfactory to Lender: evidence that the GO/DAN Merger Documents have been duly executed and delivered by and to the appropriate parties thereto;

4.12. receipt by Lender of true, accurate and complete copies, executed if applicable, of each of the Modine Merger Documents and the GO/DAN Merger Documents;

4.13. receipt by Lender of written notice from Borrowers, which specifies each of the conditions precedent to the Modine Merger Agreement waived by Transpro, MAH or Modine (if any);

4.14. receipt by Lender of UCC, tax and other searches with respect to each Borrower and Obligor and of the release of all security interests and liens not permitted under the terms of the Financing Agreements;

4.15. receipt by Lender of the corporate resolutions of Borrowers authorizing the Borrowers to consummate the transactions contemplated hereunder; and

4.16. Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to Borrowers with respect to this Twelfth Amendment, the Term Note, the Collateral Assignment, and such other matters as Lender may request;

4.17. each of the representations and warranties set forth in Section 6 hereof is true, accurate and correct in all material respects as of the date hereof (or such other date referenced in Section 6 hereof).

5.    Affirmative Covenants.    The Borrowers' failure to satisfy any of the following affirmative covenants, in a manner satisfactory to Lender, by the date applicable thereto shall constitute an Event of Default without notice or grace:

5.1.    Excess Availability.    Excess Availability under the lending formulas set forth in the Loan Agreement, subject to sublimits and Availability Reserves, shall be in an amount equal to no less than $13,000,000, immediately after giving effect to the following (i) the payment of the fees assessed and the expenses incurred by the Lender in connection with the negotiation, documentation and execution of this Twelfth Amendment, the Term Note and the Collateral Assignment, (ii) the payment of the fees and expenses incurred by Borrowers in connection with the Modine Merger and the negotiation, documentation and execution of the Modine Merger Documents, this Twelfth Amendment and the other Financing Agreements, (iii) the payment of the fees and expenses incurred by Borrowers in connection with the GO/DAN Merger and the negotiation, documentation and execution of the GO/DAN Merger Documents, (iv) the application of the proceeds of the Loans made by Lender on or before the date hereof, and (v) the deduction for past due payables and other obligations.

5.2.    Modine Merger.    On or before July 22, 2005, the Borrowers shall cause Lender to receive evidence that (i) the necessary certificate or articles of merger with respect to the Modine

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Merger has been filed with and accepted by the Secretary of State of the State of Delaware and the Secretary of State of the State of North Carolina and (ii) the Modine Merger is valid and effective in accordance with the terms and provisions of the Modine Merger Documents and the applicable corporation statutes of the State of Delaware and the State of North Carolina (it being understood that verbal confirmation from a reputable service company specifying that the applicable certificate of merger has been filed and accepted at the Delaware Secretary of State's Office and the North Carolina Secretary of State's Office satisfies the affirmative covenant set forth in subsection (ii) of this Section provided that written evidence of the same is delivered to Lender by July 28, 2005).

5.3.    GO/DAN Merger.    On or before July 22, 2005, the Borrowers shall cause Lender to receive evidence that (i) the necessary certificate or articles of merger with respect to the GO/DAN Merger has been filed with and accepted by the Secretary of State of the State of Delaware and (ii) the GO/DAN Merger is valid and effective in accordance with the terms and provisions of the GO/DAN Merger Documents and the applicable corporation statutes of the State of Delaware (it being understood that verbal confirmation from a reputable service company specifying that the applicable certificate of merger has been filed and accepted at the Delaware Secretary of State's Office satisfies the affirmative covenant set forth in subsection (ii) of this Section provided that written evidence of the same is delivered to Lender by July 25, 2005).

5.4.    First Amendment and Ratification of Pledge Agreement; Stock Certificate.    On or before July 22, 2005, the Borrowers shall cause the Lender to receive that certain (i) First Amendment and Ratification of Pledge Agreement, duly executed by Transpro and (ii) all originally issued stock certificates evidencing Transpro's ownership interest in Aftermarket Delaware Corporation and the accompanying stock powers signed in blank;

5.5.    Outakumpu Copper Radiator Strip A.B.    On or before July 29, 2005, the Borrowers shall cause the Lender to receive evidence, reasonably satisfactory to Lender, that Outokumpu Copper Radiator Strip A.B. has released its liens from all Aftermarket Assets (as defined in the Modine Merger Agreement);

5.6.    Aftermarket LLC Membership Certificates.    On or before July 29, 2005, the Borrowers shall cause the Lender to receive all originally issued membership certificates evidencing Transpro's ownership interest in Aftermarket LLC, and accompanying member interest powers signed in blank;

5.7.    Aftermarket Delaware Corporation/Aftermarket LLC Information Certificates. On or before August 1, 2005, the Borrowers shall cause the Lender to receive an information certificate, for each of Aftermarket Delaware Corporation and Aftermarket LLC, which, each, shall be accurate and complete in all material respects (after giving effect to the Modine Merger) and duly executed by Aftermarket Delaware Corporation or Aftermarket LLC, as applicable;

5.8.    Security Documents.    On or before August 8, 2005, the Borrowers shall cause Lender to receive a duly executed guarantee and security agreement from each of Aftermarket Delaware Corporation and Aftermarket LLC (together with all related corporate/limited liability company authorizations), each in form and substance reasonably satisfactory to Lender (collectively, the "Security Documents");

5.9.    Legal Opinion.    On or before August 8, 2005, Lender shall have received, in form and substance reasonably satisfactory to Lender, an opinion letter from counsel to Borrowers with respect to the Security Documents (as to matters regarding perfection of Lender's security interest under the Security Documents, due authorization with respect to the Security Documents and execution of the Security Documents);

5.10.    Emporia Mortgage.    On or before September 30, 2005, the Borrowers shall have caused the Lender to receive a duly executed mortgage ("Emporia Mortgage") and collateral assignment of leases and rents ("Emporia Collateral Assignment of Leases"), each in form and substance reasonably satisfactory to Lender, with respect to Proliance's real property located at Emporia, Kansas ("Emporia Real Property").

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5.11.    Environmental (Emporia Real Property).    On or before September 30, 2005, the Borrowers shall have caused the Lender to receive copies of all environmental audits and reports with respect to the Emporia Real Property that have been prepared for the Borrowers or that the Borrowers have in their possession and such audits and reports shall not indicate that (i) Borrowers are in noncompliance with any material applicable Environmental Laws or (ii) that there are material environmental problems with the Emporia Real Property.

5.12.    Title Insurance (Emporia Real Property).    On or before September 30, 2005, the Borrowers shall have caused the Lender to receive a valid and effective title insurance policy, in form and substance reasonably satisfactory to Lender, issued by a company and agent acceptable to Lender (i) insuring the priority, amount and sufficiency of the Emporia Mortgage, (ii) insuring against matters that would be disclosed by surveys, (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Lender for protection of its interests, and (iv) subject to only such exceptions to title as Lender may accept in its discretion.

5.13.    Deposit Account Control Agreements.    On or before September 30, 2005, the Borrowers shall have caused the Lender to receive a deposit account control agreement, in form and substance reasonably satisfactory to Lender, from each depository institution at which the Borrowers maintain deposit account(s), granting control to Lender over each deposit account maintained at such depository institution with the exception of deposit accounts used solely for payroll and benefits purposes.

5.14.    Landlord Waivers; Warehouse Agreements.    On or before October 31, 2005, the Borrowers shall have caused the Lender to receive a landlord waiver or warehouse agreement, as applicable, in form and substance reasonably satisfactory to Lender, for each location (not owned by a Borrower) at which Collateral is located (which is leased by a Borrower or constitutes a warehouse) and for which Lender may deem necessary or desirable in order to permit, protect, perfect and/or enforce its security interests in and liens upon the Collateral at such location.

5.15.    Pledge.    On or before October 31, 2005, the Borrowers shall have caused the Lender to receive the pledge of sixty-five percent (65%) of the outstanding Capital Stock and other equity securities of each of NRF B.V., Manufacturera Mexicana, SA de C.V. and Modine National Sales, Ltd. in a manner and pursuant to documentation in form and substance reasonably satisfactory to Lender.

5.16.    First Amendment to Pledge Contract Without Transmission of Possession.    On or before October 31, 2005, the Borrowers shall have caused the Lender to receive a copy of the First Amendment to Pledge Contract Without Transmission of Possession, in form and substance reasonably satisfactory to Lender, duly executed by the Obligors and Parent ("First Amendment to Pledge Contract").

6.    Representations and Warranties.    Each Borrower and Obligor jointly and severally represents and warrants to Lender the following, as applicable:

6.1.    Organization and Qualification.    Each of the Borrowers and Obligors is duly incorporated or formed, as applicable, validly existing, and in good standing under the laws of their respective jurisdictions of incorporation or formation, as applicable. Each Borrower and Obligor is duly qualified to do business and is in good standing as a foreign corporation or other applicable organization in all states and jurisdictions in which the failure to be so qualified would have a material adverse effect on the financial condition, business or properties of such Borrower or Obligor.

6.2.    Power and Authority.    Each Borrower and Obligor are duly authorized and empowered to enter, deliver, and perform this Twelfth Amendment, the Borrowers are duly authorized and empowered to enter, deliver, and perform the Term Note and Transpro is duly authorized and empowered to enter, deliver, and perform the and Collateral Assignment. The execution, delivery, and performance of this Twelfth Amendment, the Term Note and the Collateral Assignment have been duly authorized by all necessary corporate action of each of the applicable Borrowers and Obligors. The execution, delivery and performance of this Twelfth

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Amendment, the Term Note and the Collateral Assignment do not and will not (i) require any consent or approval of the shareholders of the Borrowers or the Obligors; (ii) contravene the charter or by-laws or equivalent organizational documents of any of the Borrowers or Obligor; (iii) violate or cause any Borrower or Obligor to be in default under, any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award in effect having applicability to such Borrower or Obligor; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which any Borrower or Obligor is a party or by which such Borrower's or Obligor's properties may be bound or affected, which breach or default is reasonably likely to have a material adverse effect on the financial condition, business or properties of such Borrower or Obligor; or (v) result in, or require, the creation or imposition of any lien (other than the liens set forth in Schedule 8.4 to the Loan Agreement) upon or with respect to any of the properties now owned or hereafter acquired by any Borrower or Obligor.

6.3.    Legally Enforceable Agreement.    This Twelfth Amendment is a legal, valid and binding obligation of each of the Borrowers and Obligors and is enforceable against each of the Borrowers and Obligors in accordance with the terms hereof subject to bankruptcy, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. The Term Note is a legal, valid and binding obligation of each of the Borrowers and is enforceable against each of the Borrowers in accordance with the terms thereof subject to bankruptcy, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. The Collateral Assignment is a legal, valid and binding obligation of Transpro and is enforceable against Transpro in accordance with the terms thereof subject to bankruptcy, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally.

6.4.    Continuous Nature of Representations and Warranties.    Each Borrower confirms and agrees that, except for the amendments to the Loan Agreement provided herein and in the other previously executed amendments to the Loan Agreement, (a) all representations and warranties contained in the Loan Agreement and in the other Financing Agreements (as amended prior to the date hereof and pursuant to this Amendment) are on the date hereof true and correct in all material respects (except with respect to deviations therefrom permitted under Article 9 of the Loan Agreement) except to the extent that such representations and warranties expressly relate to a specific earlier date in which case the Borrowers confirm, reaffirm and restate such representations and warranties as of such earlier date, (b) all Information Certificates delivered in conjunction with the Loan Agreement remain true and correct in all material respects except for the Information Certificate delivered by Transpro in conjunction with the execution of the Loan Agreement which shall be amended, restated and replaced by the Parent Information Certificate on the date hereof and (c) it is unconditionally, absolutely, and jointly and severally liable for the punctual and full performance and payment of all Obligations, including, without limitation, all termination fees under Section 12.1(c) of the Loan Agreement, charges, fees, expenses and costs (including attorneys' fees and expenses) under the Financing Agreements, and that no Borrower has any defenses, counterclaims or setoffs with respect to full, complete and timely payment of all Obligations.

6.5.    Solvency.    The Parent is Solvent and will continue to be Solvent after giving effect to the Modine Merger, the Modine Merger Documents, the GO/DAN Merger and the GO/DAN Merger Documents. For purposes of this Section, "Solvent" shall mean, at any time with respect to any Person, that at such time such Person (a) is able to pay its debts as they mature and has (and has a reasonable basis to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business consistent with its practices as of the date hereof, and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) are greater than the indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which, such person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities

14

arising pursuant to any guarantee the face amount of such liability as reduced to reflect the probability of it becoming a matured liability).

6.6.    Modine Merger Representations and Warranties.

                (i)    Upon the filing of the certificate and/or articles of merger with the Secretary of State of Delaware and North Carolina, the Modine Merger will be valid and effective in accordance with the terms of the Modine Merger Documents and the corporation statutes of the State of Delaware and the State of North Carolina.

                (ii)    All actions and proceedings required by the Modine Merger Documents, applicable law and regulation (including, but not limited to, compliance with the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated and no consent, approval, authorization, order, or filing with any governmental agency or body or any other person is required of Borrowers, MAH or Modine for or in connection with the Modine Merger, except as set forth in the Modine Merger Agreement (including the schedules thereto) or for such consents as shall have been obtained by Borrowers prior to the closing thereunder.

                (iii)    No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the Modine Merger Documents and no governmental action or proceeding has been threatened or commenced seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the Modine Merger Documents.

                (iv)    Borrowers have furnished to Lender a true, complete, and accurate copy of each of the Modine Merger Documents (together with all amendments, schedules and exhibits thereto), and Borrowers shall promptly furnish to Lender a true, complete, and accurate copy of any amendments to the Modine Merger Documents entered into after the date hereof (together with schedules and exhibits thereto) for Lender's review.

                (v)    no liabilities are being assumed by Borrowers pursuant to or in connection with the Modine Merger except pursuant to the terms of the Modine Merger Agreement or as may otherwise be disclosed to and approved by Lender.

                (vi)    no default or Event of Default existed on the date of the Modine Merger Agreement and no default or Event of Default shall exist or have occurred and be continuing on date hereof after giving effect to the Modine Merger and this Twelfth Amendment.

6.7.    GO/DAN Merger Representations and Warranties.

                (i)    Upon the filing of the certificate of merger with the Secretary of State of the State of Delaware, the GO/DAN Merger will be valid and effective in accordance with the terms of the GO/DAN Merger Documents and the corporation statutes of the State of Delaware.

                (ii)    All actions and proceedings required by the GO/DAN Merger Documents, applicable law and regulation (including, but not limited to, compliance with the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended) have been taken and the transactions required thereunder have been duly and validly taken and consummated and no consent, approval, authorization, order, or filing with any governmental agency or body or any other person is required of Borrowers for or in connection with the GO/DAN Merger, except as set forth in the GO/DAN Merger Agreement (including the schedules thereto) or for such consents as shall have been obtained by Borrowers prior to the closing thereunder.

                (iii)    No court of competent jurisdiction has issued any injunction, restraining order or other order which prohibits consummation of the transactions described in the GO/DAN Merger Documents and no governmental action or proceeding has been threatened or commenced seeking any injunction, restraining order or other order which seeks to void or otherwise modify the transactions described in the GO/DAN Merger Documents.

                (iv)    Borrowers have furnished to Lender a true, complete, and accurate copy of each of the GO/DAN Merger Documents (together with all amendments, schedules and exhibits thereto),

15

and Borrowers shall promptly furnish to Lender a true, complete, and accurate copy of any amendments to the GO/DAN Merger Documents entered into after the date hereof (together with schedules and exhibits thereto) for Lender's review.

                (v)    No default or Event of Default existed on the date of the GO/DAN Merger Agreement and no default or Event of Default shall exist or have occurred and be continuing on date hereof after giving effect to the GO/DAN Merger and this Twelfth Amendment.

7.    Amendment to Modine Merger Documents; License Agreements.    Borrowers and Lender further agree as follows: (a) Borrowers shall not enter into any amendment to the Modine Merger Agreement without Lender's prior review (with such approval not to be unreasonably delayed or withheld) provided that Lender's prior approval shall also be required with respect to any amendments to the Modine Merger Documents which have or would reasonably be expected to have a material adverse effect on (i) Borrowers' ability to perform and/or pay the Obligations and (ii) the Collateral; and (b) to the extent not included in the schedules and exhibits to the Modine Merger Documents, Borrowers shall promptly provide Lender with true, complete, and accurate copies of all License Agreements entered into in connection with the execution of the Modine Merger Agreement, and all such License Agreements shall be in form and substance reasonably satisfactory to Lender.

8.    Acknowledgement of Obligations.    Each Obligor, for value received, hereby consents to (i) the applicable Borrowers' execution and delivery of this Twelfth Amendment, the Term Note, the Mortgage, the Collateral Assignment of Leases and the Collateral Assignment, (ii) Transpro's execution of the Modine Merger Agreement and the other Modine Merger Documents, (iii) Transpro's and GO/DAN's execution of the GO/DAN Merger Agreement and the other GO/DAN Merger Documents and (iv) the performance by the Borrowers of their respective agreements and obligations hereunder and thereunder. The applicable Borrowers' performance and/or consummation of any transaction or matter contemplated under this Twelfth Amendment, the Term Note, the Mortgage, the Collateral Assignment of Leases, the Collateral Assignment, the Modine Merger Agreement, the other Modine Merger Documents, the GO/DAN Merger Agreement and the other GO/DAN Merger Documents shall not limit, restrict, extinguish or otherwise impair any of the Obligors' obligations to Lender with respect to the Financing Agreements, as applicable.

9.    Confirmation of Liens.    Each Borrower and Obligor acknowledges, confirms and agrees that the Financing Agreements, as amended hereby, are effective to grant to Lender duly perfected, valid and enforceable first priority security interests in and liens on the Collateral described therein (including the Aftermarket Assets), except for liens referenced in Sections 8.4 and 9.8 and Schedule 8.4 (as amended hereby) of the Loan Agreement, and that the locations for such Collateral specified in the Financing Agreements have not changed except as provided herein or as previously disclosed to the Lender. Each Borrower and Obligor further acknowledges and agrees that all Obligations of the Borrowers are and shall be secured by the Collateral, as amended hereby.

10.    Miscellaneous.    All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Financing Agreements. Borrowers hereby agree to pay to Lender all reasonable attorney's fees and costs which have been incurred or may in the future be incurred by Lender in connection with the negotiation, preparation, performance and enforcement of this Twelfth Amendment, the Term Note, the Mortgage, the Collateral Assignment of Leases and the Collateral Assignment and any other documents and agreements prepared and/or reviewed in connection herewith and therewith. This Twelfth Amendment, the Term Note, the Mortgage, the Collateral Assignment of Leases and the Collateral Assignment, each, shall be deemed to be a Financing Agreement and, together with the other Financing Agreements, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior dealings, correspondence, conversations or communications between the parties with respect to the subject matter hereof.

REST OF PAGE LEFT INTENTIONALLY BLANK

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Signature page to Twelfth Amendment to Loan Agreement

IN WITNESS WHEREOF, the Borrowers, the Obligors, and the Lender have executed this Twelfth Amendment as of the date first above written, by their respective officers hereunto duly authorized, under seal.

				BORROWERS:
WITNESS				TRANSPRO, INC.
/s/ Richard A. Wisot				By:    /s/ Charles E. Johnson
				Title: President and Chief Executive Officer
				GO/DAN INDUSTRIES, INC.
/s/ Richard A. Wisot				By:    /s/ Charles E. Johnson
				Title: President
				READY AIRE, INC.
/s/ Richard A. Wisot				By:    /s/ Charles E. Johnson
				Title: President

17

Signature page to Twelfth Amendment to Loan Agreement

				OBLIGORS:
				GO/DAN de MEXICO SA de C.V.
/s/ Richard A. Wisot				By:    /s/ Charles E. Johnson
				Title: President
				RADIADORES GDI, SA de C.V.
/s/ Richard A. Wisot				By:    /s/ Charles E. Johnson
				Title:
				LENDER:
				WACHOVIA CAPITAL FINANCE CORPORATION (NEW ENGLAND)
				By:    /s/ Will A. Williams
				Title: Vice President

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EX-99.1

FOR:    Proliance International, Inc.

CONTACT:
Richard A. Wisot
Chief Financial Officer
(203) 859-3552

FOR IMMEDIATE RELEASE

Financial Dynamics
Investor Relations: Christine Mohrmann,
Eric Boyriven, Alexandra Tramont
212) 850-5600

PROLIANCE ANNOUNCES INITIATION OF RESTRUCTURING PROGRAM
- Actions to Achieve Net Annual Cost Savings on an Ongoing Basis -

NEW HAVEN, CONNECTICUT, July 25, 2005 – Proliance International, Inc. (AMEX: TPR; changing to PLI effective July 26, 2005) today announced that the Company was initiating actions under the restructuring program associated with the recently completed merger with Modine Manufacturing Company's aftermarket business. Under these initial actions, the Company will close its Emporia, Kansas manufacturing facility and move its radiator and oil cooler production to two existing facilities in Mexico. In addition, two heavy duty regional plants and branch distribution centers in Denver, Colorado and Seattle, Washington will also be closed and consolidated into existing facilities.

The Company will cease production at the Emporia, Kansas facility today and expects the closing and relocation actions to be completed by the end of 2005. The closure and relocation of the regional plant and branch distribution facilities will begin immediately and is expected to be completed during the third calendar quarter. In conjunction with these actions, the Company expects to incur between $3.5 million and $4.5 million in one-time restructuring costs related to the relocation of inventory and equipment, facility exit costs and personnel-related expenses. While the majority of these costs will be accrued on the opening acquisition balance sheet, they all are expected to result in the expenditure of cash. Once fully implemented, these actions are anticipated to generate annual operating cost savings substantially in excess of the one-time restructuring charges. These moves are part of the programs anticipated in the previously announced restructuring charges, expected to total $10-14 million over the next 12-18 months.

- MORE -

PROLIANCE ANNOUNCES INITIATION OF RESTRUCTURING PROGRAM Page 2

"In order to successfully integrate Transpro, Inc. and the Modine Manufacturing Company's aftermarket division to create Proliance International, we are undertaking appropriate actions to enhance our economic position as a combined Company," said Charles E. Johnson, President and CEO of Proliance. "The relocation of our radiator and oil cooler production to our Mexico facilities and the closure of these two heavy duty plants will reduce duplication, improve our product cost position and further streamline our manufacturing capabilities. In today's highly competitive market environment, we must address every opportunity we have available to posture our new company for future success. This was not an easy decision, as we are mindful of the dislocation associated with these decisions for our affected Associates in Emporia, Denver and Seattle. Our decision to close these facilities does not reflect negatively upon the substantial efforts these associates have made to achieve competitive levels of operating cost; however, the reality is that we must do business at the lowest possible cost in today's and tomorrow's marketplace in order to survive and prosper. We thank them for their hard work and years of service."

Proliance International, Inc. is a leading manufacturer and distributor of aftermarket heat transfer and temperature control products for automotive and heavy-duty applications.

Proliance International, Inc.'s Strategic Corporate Values Are:

•	Being An Exemplary Corporate Citizen

•	Employing Exceptional People

•	Dedication To World-Class Quality Standards

•	Market Leadership Through Superior Customer Service

•	Commitment to Exceptional Financial Performance

FORWARD-LOOKING STATEMENTS

Statements included in this news release, which are not historical in nature, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements relating to the future financial performance of the Company are subject to business conditions and growth in the general economy and automotive and truck business, the impact of competitive products and pricing, changes in customer product mix, failure to obtain new customers or retain old customers or changes in the financial stability of customers, changes in the cost of raw materials, components or finished products and changes in interest rates. Such statements are based upon the current beliefs and expectations of Proliance management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. When used in this press release the terms "anticipate," "believe," "estimate," "expect," "may," "objective," "plan," "possible," "potential," "project," "will" and similar expressions identify forward-looking statements.

- MORE -

PROLIANCE ANNOUNCES INITIATION OF RESTRUCTURING PROGRAM Page 3

In addition, the following factors relating to the merger with the Modine Manufacturing Company aftermarket business, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the risk that the businesses will not be integrated successfully; (2) the risk that the cost savings and any revenue synergies from the transaction may not be fully realized or may take longer to realize than expected; (3) disruption from the transaction making it more difficult to maintain relationships with clients, employees or suppliers; (4) the transaction may involve unexpected costs; (5) increased competition and its effect on pricing, spending, third-party relationships and revenues; (6) the risk of new and changing regulation in the U.S. and internationally; (7) the possibility that Proliance's historical businesses may suffer as a result of the transaction and (8) other uncertainties and risks beyond the control of Proliance. Additional factors that could cause Proliance's results to differ materially from those described in the forward-looking statements can be found in the Annual Report on Form 10-K of Proliance (formerly known as Transpro, Inc.), in the Quarterly Reports on Forms 10-Q of Proliance, and Proliance's other filings with the SEC. The forward-looking statements contained in this press release are made as of the date hereof, and we do not undertake any obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise.

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