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 (10th) 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:

4








"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 (15th) 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:

8











							
	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 

9









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 

10









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 

11









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").

12









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


13









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

16








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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