Re: Second Amendment to Acquisition Agreement

Exhibit 2.1

PROLIANCE INTERNATIONAL, INC.
100 Gando Drive
New Haven, Connecticut 06513

August 13, 2009

Centrum Equities XV, LLC
c/o SSI Automotive, LLC
5111 Maryland Way, Suite 210
Brentwood, Tennessee 37027
Facsimile No.: (615) 221-1199
Attn: Roger Brown

          Re: Second Amendment to Acquisition Agreement

Ladies and Gentlemen:

     Reference is hereby made to the Acquisition Agreement (as previously amended, the “ Acquisition Agreement ”), dated July 2, 2009, by and among Proliance International, Inc. and certain of its subsidiaries (collectively, “ Sellers ”) and Centrum Equities XV, LLC (“ Buyer ”). Capitalized terms used herein and not otherwise defined have the meanings given to them in the Acquisition Agreement.

     The undersigned wish to amend the Acquisition Agreement. Accordingly, the undersigned agree as follows:

1. Schedules . (a) Schedule 1.1A to the Acquisition Agreement (Purchased Contracts) is deleted in its entirety and replaced with Schedule 1.1A attached hereto.

     (b)  Schedule 2.1(b)(i) to the Acquisition Agreement (Subsidiary Equity Interests) is amended to delete “Proliance International Sales, LTD.”

     (c)  Schedule 2.2(b)(ix) to the Acquisition Agreement (Excluded Assets) is deleted in its entirety and replaced with Schedule 2.2(b)(ix) attached hereto.

     (d)  Schedule 2.3(b) to the Acquisition Agreement (Post-Petition Liabilities) is deleted in its entirety and replaced with Schedule 2.3(b) attached hereto.

     (e)  Schedule 2.5(a) to the Acquisition Agreement (Seller Cure Costs) is deleted in its entirety and replaced with Schedule 2.5(a) attached hereto.

     (f)  Schedule 2.5(b) to the Acquisition Agreement (Buyer Cure Costs) is deleted in its entirety and replaced with Schedule 2.5(b) attached hereto.

     (g)  Schedule 7.9(a) to the Acquisition Agreement (New Hires) is deleted in its entirety and replaced with Schedule 7.9(a) attached hereto.

2. Article III . Article III of the Acquisition Agreement is deleted in its entirety and replaced with the revised Article III attached hereto as Exhibit A .

3. Defined Terms . (a) Section 1.1 of the Acquisition Agreement is amended to delete the defined term “ Initial Escrow Period ” in its entirety and replace it with the following:

“ Initial Escrow Period ” means the period of time beginning July 2, 2009 and ending on the Closing Date.

     (b) Section 1.2 of the Acquisition Agreement is hereby amended to insert the following defined terms in alphabetical order:

     (c) Sections 1.1 and 1.2 of the Acquisition Agreement are hereby amended to delete the following defined terms:

Adjustment Determination Effective Time
Closing Escrow Deposit
Closing Working Capital
Conclusive Closing Working Capital Statement
D&O Escrow Deposit
Delivered Prepaid Inventory
Disputed Items
Estimated Closing Working Capital Amount
Estimated Closing Working Capital Statement
Estimated IBNR/FSA Liability Amount
Final Cure Costs
Final Prepaid Inventory Statement
IBNR Escrow Deposit
IBNR Escrow Period
IBNR Shortfall
Individual Health Insurance Escrow Deposit
Individual Health Insurance Escrow Period
Inventory Price
Neutral Arbitrator
Post Closing Working Capital Statement
Potential Prepaid Inventory
Resolution Period

Target Working Capital
Sale Hearing
Sellers’ Accounting Principles and Practices

4. Bank Accounts . A new Section 2.1(b)(xv) is hereby added to the Acquisition Agreement (and existing Section 2.1(b)(xv) will become Section 2.1(b)(xvi)) that reads as follows:

(xv) all rights of Sellers as the holder of the following bank accounts: (a) the depository account at JP Morgan Chase / Bank One with the account number ending in 7012; (b) the depository account at Regions Bank with the account number ending in 6927; (c) the lockbox account at Wachovia Bank with the account number ending in 3188; (d) the depository account at Wachovia Bank with the account number ending in 3201; (e) the depository account at Wells Fargo Bank with the account number ending in 9679; (f) the lockbox account at Wachovia Bank numbered 75586; and (g) the lockbox account at Wachovia Bank numbered 79508; provided , however , that this Section 2.1(b)(xv) will not be deemed to transfer any cash, cash equivalents, bank deposits or similar cash items, which, for the avoidance of doubt are Excluded Assets pursuant to Section 2.2(b)(i); and

5. Cure Costs . (a) Section 2.4(c) of the Acquisition Agreement is hereby amended by deleting the phrase “(or have paid on their behalf)” therein.

     (b) Section 2.5 of the Acquisition Agreement is deleted in its entirety and replaced with the following:

Cure Amounts . At Closing and pursuant to section 365 of the Bankruptcy Code, Sellers will assume and assign to Buyer and Buyer will assume from Sellers, the Purchased Contracts that are deemed to be executory contracts or unexpired leases for purposes of section 365 of the Bankruptcy Code. The cure amounts necessary to cure all defaults under any Purchased Contracts set forth on Schedule 2.5(a) will be paid by Sellers at or prior to the Closing, as such amounts are finally determined by the Bankruptcy Court pursuant to the procedures set forth in the Bid Procedures Order and/or the Sale Order, and Buyer will have no liability therefor. The cure amounts necessary to cure all defaults under any Purchased Contracts set forth on Schedule 2.5(b) will be paid by Buyer at the Closing, as such amounts are finally determined by the Bankruptcy Court pursuant to the procedures set forth in the Bid Procedures Order and/or the Sale Order, and Sellers will have no liability therefore.

     6.  Excluded Assets . Section 2.2(b)(i) of the Acquisition Agreement is hereby amended by adding the phrase “subject to Section 3.4(a),” to the beginning thereof.

7. Transition Services Agreement . At the Closing, the parties agree to execute and enter into the Transition Services Agreement substantially in the form attached hereto as Exhibit B . Section 10.3 of the Acquisition Agreement is amended to add the words “, the Transition Services Agreement” immediately after “hereto)” and before “and the Confidentiality Agreement.” A new Section 8.3(e) to the Acquisition Agreement is added that reads:

(e) TSA . Buyer and Sellers shall have delivered, or caused to be delivered, dully executed copies of the transition services agreement, in the form previously agreed to by the parties, by such party or their Affiliates, as applicable (the “ Transition Services Agreement ”).

8. Receivables Program Participation Agreements . (a) Without limiting any other provision of the Acquisition Agreement (as amended hereby), Buyer will use its commercially reasonable best efforts to obtain the consents (the “ Bank Consents ”) of the banks under the Contracts identified on Schedule 1.1A of the Acquisition Agreement under the heading “Receivables Program Participation Agreements” (such banks, the “ Banks ,” and such Contracts, the “ Receivables Agreements ”). Until such time as either (i) such Bank Consent is obtained from the applicable Bank or (ii) the Bankruptcy Court has entered an Order providing that such Bank Consent is not required, such Bank Consents will be deemed “Necessary Consents” for purposes of Section 2.6 of the Acquisition Agreement.

     (b) In the event that any Bank Consent is not obtained as of the Closing, Sellers will serve a notice to the applicable Bank of their intention to assume an