ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ------------------------------------------------- This Eleventh Amendment to Loan and Security Agreement (the "Eleventh Amendment") is made as of March 1, 2005 by and between TransPro, Inc....Loan and Security Agreement • March 7th, 2005 • Transpro Inc • Motor vehicle parts & accessories
LIMITED WAIVER AND FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 15th, 2000 • Transpro Inc • Motor vehicle parts & accessories
AGREEMENTAsset Purchase Agreement • May 4th, 2000 • Transpro Inc • Motor vehicle parts & accessories • Delaware
TRANSPRO, INC. 100 GANDO DRIVE NEW HAVEN, CT 06513Agreement and Plan of Merger • June 20th, 2005 • Transpro Inc • Motor vehicle parts & accessories
1 Exhibit 10.14 SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement is dated as of this 3rd day of February, 1998 and is between TransPro, Inc., (the "COMPANY") and John C. Martin, III (the "EMPLOYEE"). WHEREAS, the EMPLOYEE has had...Settlement Agreement • March 17th, 2000 • Transpro Inc • Motor vehicle parts & accessories • Connecticut
EXHIBIT 10.1 PROLIANCE INTERNATIONAL, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Agreement (this "Agreement") is made as of [date] (the "Date of Grant"), by and between Proliance International, Inc., a Delaware corporation (the "Company"), and...Nonqualified Stock Option Agreement • May 15th, 2006 • Proliance International, Inc. • Motor vehicle parts & accessories • Delaware
October 28, 2004 Modine Manufacturing Company 1500 DeKoven Avenue Racine, WI 53403 Attention: Bradley C. Richardson Ladies and Gentlemen: This letter outlines the terms upon which Transpro, Inc. ("Transfer") proposes to acquire the business of Modine...Acquisition Agreement • October 29th, 2004 • Transpro Inc • Motor vehicle parts & accessories • Delaware
EXHIBIT 10.1 ------------ SIXTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT -------------------------------------------------- This Sixteenth Amendment to Loan and Security Agreement (the "Sixteenth Amendment") is made as of January 3, 2007 by and...Loan and Security Agreement • January 8th, 2007 • Proliance International, Inc. • Motor vehicle parts & accessories
1 REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 13th, 1998 • Transpro Inc • Motor vehicle parts & accessories
to that certain REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of September 18, 1995Revolving Credit and Term Loan Agreement • March 31st, 1998 • Transpro Inc • Motor vehicle parts & accessories • Massachusetts
BY AND AMONGMerger Agreement • February 1st, 2005 • Transpro Inc • Motor vehicle parts & accessories • Delaware
EXHIBIT 10.1 ------------ SEVENTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ---------------------------------------------------- This Seventeenth Amendment to Loan and Security Agreement (the "Seventeenth Amendment") is made as of January 19, 2007...Loan and Security Agreement • January 23rd, 2007 • Proliance International, Inc. • Motor vehicle parts & accessories
EXHIBIT 4.17 ------------ SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ---------------------------------------------- This Sixth Amendment to Loan and Security Agreement (the "Sixth Amendment") is made as of the 31st day of December 2001, by and...Loan and Security Agreement • March 27th, 2002 • Transpro Inc • Motor vehicle parts & accessories
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2008 • Proliance International, Inc. • Motor vehicle parts & accessories • New York
Name of Selling Stockholder Number of Shares of Common Stock Owned Prior to Offering Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus Number of Shares of Common Stock Owned After Offering
Exhibit 4.1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of December 27, 2002, by and among GO/DAN INDUSTRIES, INC., a Delaware corporation (the "Buyer"), TRANSPRO, INC., a Delaware corporation ("Transpro"), FEDCO AUTOMOTIVE COMPONENTS...Asset Purchase Agreement • December 31st, 2002 • Transpro Inc • Motor vehicle parts & accessories • New York
EXHIBIT 4.15 ------------ FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ----------------------------------------------- This Fourth Amendment to Loan and Security Agreement (the "Fourth Amendment") is made as of the 31st day of December, 2001, by...Loan and Security Agreement • March 27th, 2002 • Transpro Inc • Motor vehicle parts & accessories
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT --------------------Employment Agreement • May 9th, 2006 • Proliance International, Inc. • Motor vehicle parts & accessories
2 3 the event that the TransPro Board of Directors reasonably determines that, after the date of this Agreement, McHale breached or failed to perform his obligations under this Section 3 or willfully engaged in conduct which was materially injurious...Separation and Release Agreement • March 30th, 2001 • Transpro Inc • Motor vehicle parts & accessories • Connecticut
EXHIBIT 99.1 ------------ AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT --------------------Employment Agreement • November 3rd, 2004 • Transpro Inc • Motor vehicle parts & accessories
EXHIBIT (d)(2) TRANSPRO, INC. 1995 STOCK PLAN FORM OF OPTION AGREEMENT TRANSPRO, INC. -------------- NON-QUALIFIED OPTION TO PURCHASE STOCK PURSUANT TO 1995 STOCK PLAN ---------------------------------------------Option Agreement • July 5th, 2001 • Transpro Inc • Motor vehicle parts & accessories
EXHIBIT 4.14 ------------ THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ---------------------------------------------- This Third Amendment to Loan and Security Agreement (the "Third Amendment") is made as of the 27th day of November, 2001, by and...Loan and Security Agreement • March 27th, 2002 • Transpro Inc • Motor vehicle parts & accessories
Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2, dated May 6, 2004, (this "Amendment") to that certain Rights Agreement, dated September 29, 1995, as amended (the "Rights Agreement"), between TRANSPRO, INC., a Delaware corporation (the...Rights Agreement • October 8th, 2004 • Transpro Inc • Motor vehicle parts & accessories
EXHIBIT 1.1AContribution Agreement • February 1st, 2005 • Transpro Inc • Motor vehicle parts & accessories • Delaware
THIRTY-SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 22nd, 2009 • Proliance International, Inc. • Motor vehicle parts & accessories • New York
THIRTY-SIXTH AMENDMENT, dated as of June 22, 2009 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of July 19, 2007, as amended by the First Amendment and Waiver to Credit Agreement, dated as of November 9, 2007, the Second Amendment to Credit Agreement, dated as of March 12, 2008, the Third Amendment to Credit Agreement, dated as of March 26, 2008, the Fourth Amendment to Credit Agreement, dated as of July 18, 2008, the Fifth Amendment to Credit Agreement, dated as of July 24, 2008, the Sixth Amendment to Credit Agreement, dated as of August 25, 2008, the Seventh Amendment to Credit Agreement, dated as of September 30, 2008, the Eighth Amendment to Credit Agreement, dated as of October 2, 2008, the Ninth Amendment to Credit Agreement, dated as of October 29, 2008, the Tenth Amendment to Credit Agreement, dated as of November 6, 2008, the Eleventh Amendment to Credit Agreement, dated as of November 14, 2008, the Twelfth Amendment to Credit Agreement, dated as of Novem
TWENTIETH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2009 • Proliance International, Inc. • Motor vehicle parts & accessories • New York
TWENTIETH AMENDMENT, dated as of March 3, 2009 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of July 19, 2007, as amended by the First Amendment and Waiver to Credit Agreement, dated as of November 9, 2007, the Second Amendment to Credit Agreement, dated as of March 12, 2008, the Third Amendment to Credit Agreement, dated as of March 26, 2008, the Fourth Amendment to Credit Agreement, dated as of July 18, 2008, the Fifth Amendment to Credit Agreement, dated as of July 24, 2008, the Sixth Amendment to Credit Agreement, dated as of August 25, 2008, the Seventh Amendment to Credit Agreement, dated as of September 30, 2008, the Eighth Amendment to Credit Agreement, dated as of October 2, 2008, the Ninth Amendment to Credit Agreement, dated as of October 29, 2008, the Tenth Amendment to Credit Agreement, dated as of November 6, 2008, the Eleventh Amendment to Credit Agreement, dated as of November 14, 2008, the Twelfth Amendment to Credit Agreement, dated as of November
1 LOAN AND SECURITY AGREEMENT BY AND BETWEEN CONGRESS FINANCIAL CORPORATION (NEW ENGLAND) AS LENDER AND TRANSPRO, INC., EVAP, INC., AND GO/DAN INDUSTRIES, INC. AS BORROWERS DATED: JANUARY __, 2001 2 TABLE OF CONTENTSLoan and Security Agreement • March 30th, 2001 • Transpro Inc • Motor vehicle parts & accessories • Massachusetts
EXHIBIT 10.2 PROLIANCE INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENT This Agreement (this "Agreement") is made as of , (the "Date of Grant"), by and between Proliance International, Inc., a Delaware corporation (the "Company"), and [Grantee] (the...Restricted Stock Agreement • May 15th, 2006 • Proliance International, Inc. • Motor vehicle parts & accessories • Delaware
THIRTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 4th, 2008 • Proliance International, Inc. • Motor vehicle parts & accessories • New York
THIRTEENTH AMENDMENT, dated as of December 4, 2008 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of July 19, 2007, as amended by the First Amendment and Waiver to Credit Agreement, dated as of November 9, 2007, the Second Amendment to Credit Agreement, dated as of March 12, 2008, the Third Amendment to Credit Agreement, dated as of March 26, 2008, the Fourth Amendment to Credit Agreement, dated as of July 18, 2008, the Fifth Amendment to Credit Agreement, dated as of July 24, 2008, the Sixth Amendment to Credit Agreement, dated as of August 25, 2008, the Seventh Amendment to Credit Agreement, dated as of September 30, 2008, the Eighth Amendment to Credit Agreement, dated as of October 2, 2008, the Ninth Amendment to Credit Agreement, dated as of October 29, 2008, the Tenth Amendment to Credit Agreement, dated as of November 6, 2008, the Eleventh Amendment to Credit Agreement, dated as of November 14, 2008, the Twelfth Amendment to Credit Agreement, dated as of Nove
November 19, 2004 TransPro, Inc. Ready Aire, Inc. GO/DAN Industries, Inc. G&O Manufacturing Company 100 Gando Drive New Haven, CT 06513 Attention: RA Wisot, Vice President Re: Tenth Amendment to Loan and Security Agreement: Amendment of Gando Drive...Loan and Security Agreement • November 19th, 2004 • Transpro Inc • Motor vehicle parts & accessories
The Borrowers acknowledge that the Borrowers are in default of certain of the financial covenants contained in Sections 10.1 and 10.2 of the Credit Agreement for the period ended June 30, 2000 and the period ended September 30, 2000 (the "Specified...Forbearance Agreement • March 30th, 2001 • Transpro Inc • Motor vehicle parts & accessories • Massachusetts
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 6th, 2008 • Proliance International, Inc. • Motor vehicle parts & accessories • New York
SEVENTH AMENDMENT, dated as of September 30, 2008 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of July 19, 2007, as amended by the First Amendment and Waiver to Credit Agreement, dated as of November 9, 2007, the Second Amendment to Credit Agreement, dated as of March 12, 2008, the Third Amendment to Credit Agreement, dated as of March 26, 2008, the Fourth Amendment to Credit Agreement, dated as of July 18, 2008, the Fifth Amendment to Credit Agreement, dated as of July 24, 2008, the Sixth Amendment to Credit Agreement, dated as of August 25, 2008 and that certain letter agreement dated February 26, 2008 (as further amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among Proliance International Inc., a Delaware corporation (“Holdings” and the “Borrower”), certain domestic subsidiaries of the Borrower listed as a “Guarantor” on the signature pages thereto (together with each other Person (as defined in the Credit Agreement)
SEVENTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 6th, 2009 • Proliance International, Inc. • Motor vehicle parts & accessories • New York
SEVENTEENTH AMENDMENT, dated as of February 5, 2009 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of July 19, 2007, as amended by the First Amendment and Waiver to Credit Agreement, dated as of November 9, 2007, the Second Amendment to Credit Agreement, dated as of March 12, 2008, the Third Amendment to Credit Agreement, dated as of March 26, 2008, the Fourth Amendment to Credit Agreement, dated as of July 18, 2008, the Fifth Amendment to Credit Agreement, dated as of July 24, 2008, the Sixth Amendment to Credit Agreement, dated as of August 25, 2008, the Seventh Amendment to Credit Agreement, dated as of September 30, 2008, the Eighth Amendment to Credit Agreement, dated as of October 2, 2008, the Ninth Amendment to Credit Agreement, dated as of October 29, 2008, the Tenth Amendment to Credit Agreement, dated as of November 6, 2008, the Eleventh Amendment to Credit Agreement, dated as of November 14, 2008, the Twelfth Amendment to Credit Agreement, dated as of Nov
1 Exhibit (10.2) as of August 18, 2000 Transpro, Inc. Re: Forbearance Agreement Ladies and Gentlemen: Reference is hereby made to the Revolving Credit Agreement dated as of July 30, 1998 (as amended and in effect from time to time, the "Credit...Forbearance Agreement • November 14th, 2000 • Transpro Inc • Motor vehicle parts & accessories • Massachusetts
Exhibit 99.1 ------------Letter Modification • January 18th, 2005 • Transpro Inc • Motor vehicle parts & accessories
WARRANTHOLDER RIGHTS AGREEMENTWarrant Holder Rights Agreement • March 31st, 2008 • Proliance International, Inc. • Motor vehicle parts & accessories • New York
WARRANTHOLDER RIGHTS AGREEMENT, dated as of March 26, 2008 (this “Agreement”), by and among PROLIANCE INTERNATIONAL, INC., a Delaware corporation (the “Company”), SPCP Group, LLC, a Delaware limited liability company (“SPCP Group”), and SPCP Group III, LLC, a Delaware limited liability company (“SPCP III”; each of SPCP Group and SPCP III, a “Warrantholder”, such definition to include any and all of its permitted assignees and transferees, and collectively, the “Warrantholders”).
