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                                                                     Exhibit 4.3

                           SECOND AMENDED AND RESTATED
                              TERM PROMISSORY NOTE



$3,000,000.00                                              Boston, Massachusetts
                                                             December 27, 2002

         FOR VALUE RECEIVED, TransPro, Inc., a Delaware corporation, Ready Air,
Inc. formerly known as Ready Aire, Inc., a Texas corporation, GO/DAN Industries,
Inc., a Delaware corporation and G&O Manufacturing Company, Inc., a Delaware
corporation (collectively, the "Debtor"), hereby unconditionally and jointly and
severally promise to pay to the order of CONGRESS FINANCIAL CORPORATION (New
England), a Massachusetts corporation (the "Payee"), at the offices of Payee at
One Post Office Square, Suite 3600, Boston, MA 02109, or at such other place as
the Payee or any holder hereof may from time to time designate, the principal
sum of THREE MILLION DOLLARS ($3,000,000.00 ) in lawful money of the United
States of America and in immediately available funds, in thirty-six (36)
consecutive monthly installments (or earlier as hereinafter provided) on the
first day of each month commencing February 1, 2003 of which the first
thirty-five (35) installments shall each be in the amount of SEVENTY-FIVE
THOUSAND DOLLARS ($75,000.00) and the last installment shall be in the amount of
the entire unpaid balance of this Note.

         Debtor hereby further promises to pay interest to the order of Payee on
the unpaid principal balance hereof at the Interest Rate. Such interest shall be
paid in like money at said office or place from the date hereof, commencing
February 1, 2003 and on the first day of each month thereafter until the
indebtedness evidenced by this Note is paid in full. Interest payable upon and
after an Event of Default or termination or non-renewal of the Loan Agreement
shall be payable upon demand.

         For purposes hereof,

         (a) the term "Interest Rate" shall mean, as to Prime Rate Loans, a rate
of zero percent (0%) per annum in excess of the Prime Rate, and as to Eurodollar
Rate Loans, a per annum rate equal to the Applicable Eurodollar Margin plus the
Adjusted Eurodollar Rate; provided, that, at Payee's option, the Interest Rate
shall mean a rate of three percent (3.00%) per annum in excess of the rate
applicable to Prime Rate Loans immediately prior to the event described below,
and a rate of three percent (3.00%) per annum in excess of the rate applicable
to Eurodollar Rate Loans immediately prior to the event described below, upon
and after an Event of Default or termination or non-renewal of the Loan
Agreement with such Interest Rate, as to Eurodollar Rate Loans, to be subject to
further adjustment as provided in Section 3.1(e) of the Loan Agreement.

         (b) the term "Prime Rate" shall mean the rate from time to time
publicly announced by Wachovia Bank, National Association, or its successors, as
its prime rate, whether or not such announced rate is the best rate available at
such bank,



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         (c) the term "Event of Default" shall mean an Event of Default as such
term is defined in the Loan Agreement, and

         (d) the term "Loan Agreement" shall mean the Loan and Security
Agreement, dated January 4, 2001, between Debtor and Payee, as the same now
exists and has been amended from time to time or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced.

         Unless otherwise defined herein, all capitalized terms used herein
shall have the meaning assigned thereto in the Loan Agreement.

         The Interest Rate applicable to Prime Rate Loans payable hereunder
shall increase or decrease by an amount equal to each increase or decrease,
respectively, in the Prime Rate, effective on the first day of the month after
any change in the Prime Rate is announced. The increase or decrease shall be
based on the Prime Rate in effect on the last day of the month in which any such
change occurs. Interest shall be calculated on the basis of a three hundred
sixty (360) day year and actual days elapsed. In no event shall the interest
charged hereunder exceed the maximum permitted under the laws of the
Commonwealth of Massachusetts or other applicable law.

         This Note is issued pursuant to the terms and provisions of the Loan
Agreement to evidence the Term Loan by Payee to Debtor. This Note is secured by
the Collateral described in the Loan Agreement and all notes, guarantees,
security agreements and other agreements, documents and instrument now or at any
time hereafter executed and/or delivered by Debtor or any other party in
connection therewith (all of the foregoing, together with the Loan Agreement, as
the same now exist and have been amended from time to time or may hereafter be
amended, modified, supplemented, renewed, extended, restated or replaced, being
collectively referred to herein as the "Financing Agreements"), and is entitled
to all of the benefits and rights thereof and of the other Financing Agreements.
At the time any payment is due hereunder, at its option, Payee may charge the
amount thereof to any account of Debtor maintained by Payee.

         If any payment of principal or interest is not made when due hereunder,
or if any other Event of Default shall occur for any reason, or if the Loan
Agreement shall be terminated or not renewed for any reason whatsoever, then and
in any such event, in addition to all rights and remedies of Payee under the
Financing Agreements, applicable law or otherwise, all such rights and remedies
being cumulative, not exclusive and enforceable alternatively, successively and
concurrently, Payee may, at its option, declare any or all of Debtor's
obligations, liabilities and indebtedness owing to Payee under the Loan
Agreement and the other Financing Agreements (the "Obligations"), including,
without limitation, all amounts owing under this Note, to be due and payable,
whereupon the then unpaid balance hereof, together with all interest accrued
thereon, shall forthwith become due and payable, together with interest accruing
thereafter at the then applicable Interest Rate stated above until the
indebtedness evidenced by this Note is paid in full, plus the costs and expenses
of collection hereof, including, but not limited to, attorneys' fees and legal
expenses.



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         Debtor (i) waives diligence, demand, presentment, protest and notice of
any kind, (ii) agrees that it will not be necessary for Payee to first institute
suit in order to enforce payment of this Note and (iii) consents to any one or
more extensions or postponements of time of payment, release, surrender or
substitution of collateral security, or forbearance or other indulgence, without
notice or consent. The pleading of any statute of limitations as a defense to
any demand against Debtor is expressly hereby waived by Debtor. Upon any Event
of Default or termination or non-renewal of the Loan Agreement, Payee shall have
the right, but not the obligation to setoff against this Note all money owed by
Payee to Debtor.

         Payee shall not be required to resort to any Collateral for payment,
but may proceed against Debtor and any guarantors or endorsers hereof in such
order and manner as Payee may choose. None of the rights of Payee shall be
waived or diminished by any failure or delay in the exercise thereof.

         The validity, interpretation and enforcement of this Note and the other
Financing Agreements and any dispute arising in connection herewith or therewith
shall be governed by the internal laws of the Commonwealth of Massachusetts
(without giving effect to principles of conflicts of law).

         Debtor irrevocably consents and submits to the non-exclusive
jurisdiction of the Superior Courts of Suffolk County, Massachusetts and the
United States District Court for the District of Massachusetts and waives any
objection based on venue or forum non conveniens with respect to any action
instituted therein arising under this Note or any of the other Financing
Agreements or in any way connection with or related or incidental to the
dealings of Debtor and Payee in respect of this Note or any of the other
Financing Agreements or the transactions related hereto or thereto, in each case
whether now existing or hereafter arising, and whether in contract, tort, equity
or otherwise, and agrees that any dispute arising out of the relationship
between Debtor and Payee or the conduct of such persons in connection with this
Note or otherwise shall be heard only in the courts described above (except that
Payee shall have the right to bring any action or proceeding against Debtor or
its property in the courts of any other jurisdiction which Payee deems necessary
or appropriate in order to realize on the Collateral or to otherwise enforce its
rights against Debtor or its property).

         Debtor hereby waives personal service of any and all process upon it
and consents that all such service of process may be made by certified mail
(return receipt requested) directed to it and service so made shall be deemed to
be completed five (5) days after the same shall have been so deposited in the
U.S. mails, or, at Payee's option, by service upon Debtor in any other manner
provided under the rules of any such courts. Within thirty (30) days after such
service, Debtor shall appear in answer to such process, failing which Debtor
shall be deemed in default and judgment may be entered by Payee against Debtor
for the amount of the claim and other relief requested.

         DEBTOR WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION,

         (i)  ARISING UNDER THIS NOTE, OR



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         (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
              BETWEEN DEBTOR AND PAYEE IN RESPECT OF THIS NOTE OR ANY OF THE
              OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR
              THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,
              AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. DEBTOR AGREES
              AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
              ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY.

         DEBTOR ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART
IS A COMMERCIAL TRANSACTION, AND HEREBY VOLUNTARILY AND KNOWINGLY WAIVES SUCH
RIGHTS AS IT MAY HAVE TO NOTICE AND/OR HEARING UNDER ANY APPLICABLE FEDERAL OR
STATE LAWS PERTAINING TO THE EXERCISE BY PAYEE OF SUCH RIGHTS AS THE PAYEE MAY
HAVE REGARDING THE RIGHT TO SEEK PREJUDGMENT REMEDIES AND/OR DEPRIVE DEBTOR OF
OR AFFECT THE USE OF OR POSSESSION OR ENJOYMENT OF DEBTOR'S PROPERTY PRIOR TO
THE RENDITION OF A FINAL JUDGMENT AGAINST DEBTOR. DEBTOR FURTHER WAIVES ANY
RIGHT IT MAY HAVE TO REQUIRE PAYEE TO PROVIDE A BOND OR OTHER SECURITY AS A
PRECONDITION TO OR IN CONNECTION WITH ANY PREJUDGMENT REMEDY SOUGHT BY PAYEE,
AND WAIVES ANY OBJECTION TO THE ISSUANCE OF SUCH PREJUDGMENT REMEDY BASED ON ANY
OFFSETS, CLAIMS, DEFENSES OR COUNTERCLAIMS TO ANY ACTION BROUGHT BY THE PAYEE.

         The execution and delivery of this Note has been authorized by the
Board of Directors and by any necessary vote or consent of the stockholders of
Debtor. Debtor hereby authorizes Payee to complete this Note in any particulars
according to the terms of the loan evidenced hereby.

         This Note shall be binding upon the successors and assigns of Debtor
and inure to the benefit of Payee and its successors, endorsees and assigns.
Whenever used herein, the term "Debtor" shall be deemed to include its
successors and assigns and the term "Payee" shall be deemed to include its
successors, endorsees and assigns. If any term or provision of this Note shall
be held invalid, illegal or unenforceable, the validity of all other terms and
provisions hereof shall in no way be affected thereby.

         This Second Amended and Restated Term Promissory Note amends, restates,
and replaces (but does not repay) the Amended and Restated Term Promissory Note
dated March 1, 2001 issued by Debtor to Payee.



                  [Remainder of Page Intentionally Left Blank]




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WITNESS:                                        TRANSPRO, INC.



/s/ R.E. Freeman                          By: /s/ R.A.Wisot
---------------------------                   ---------------------------
                                              Name:  R.A.Wisot
                                              Title: Vice President


                                          READY AIRE, INC.



/s/ R.E. Freeman                          By: /s/ R.A.Wisot
---------------------------                   ---------------------------
                                              Name:  R.A.Wisot
                                              Title: Vice President



                                          GO/DAN INDUSTRIES, INC.


/s/ R.E. Freeman                          By: /s/ R.A.Wisot
---------------------------                   ---------------------------
                                              Name:  R.A.Wisot
                                              Title: Vice President



                                          G&O MANUFACTURING COMPANY, INC.



/s/ R.E. Freeman                          By: /s/ R.A.Wisot
---------------------------                   ---------------------------
                                              Name:  R.A.Wisot
                                              Title: Vice President



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