PROLIANCE INTERNATIONAL, INC. 100 Gando Drive New Haven, Connecticut 06513 July 24, 2009

Exhibit 2.1

PROLIANCE INTERNATIONAL, INC.
000 Xxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxxx 00000
July 24, 2009

Centrum Equities XV, LLC
c/o SSI Automotive, LLC
0000 Xxxxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attn: Xxxxx Xxxxx

Re: Amendment to Acquisition Agreement

Ladies and Gentlemen:

     Reference is hereby made to the Acquisition Agreement (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. Break-Up Fee. (a) The third sentence of Section 6.2 of the Acquisition Agreement is hereby amended and restated in its entirety as follows:

The Break-Up Fee will equal $645,000, plus up to $137,500 of the reasonable, documented out-of-pocket expenses of Buyer incurred in connection with this Agreement and the transactions contemplated hereby (such amount, collectively with such expenses, the “Break-Up Fee”).

     (b) The signature page to the Acquisition Agreement is hereby amended by deleting the reference to the “Base Break-Up Fee.”

     2. Bid Procedures Order. Exhibit A to the Acquisition Agreement is replaced in its entirety with Exhibit A to this letter agreement.

     3. Amendment; No Further Effect. This letter agreement will be deemed to be an amendment of the Acquisition Agreement pursuant to Section 10.8 of the Acquisition Agreement. Except as expressly set forth herein, this letter agreement does not, by implication or otherwise, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Acquisition Agreement.

     4. Miscellaneous. This letter agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures on each counterpart were actually upon one instrument.

	PROLIANCE INTERNATIONAL, INC.
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Executive Vice President and Chief Financial Officer
	AFTERMARKET LLC
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President
	PROLIANCE INTERNATIONAL HOLDING CORPORATION
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	President

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Accepted and agreed: CENTRUM EQUITIES XV, LLC
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	LLC Manager

cc:		Xxxxx Day 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile No.: (000) 000-0000 Attn: Xxxxx Xxxxxxx Xxxxxx X. Xxxxxx
		Wynnchurch Capital Ltd. 00000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 NYI-4196419v5 45 Facsimile No.: (000) 000-0000 Attn: Xxxxx X. Xxxxxxxx
		Much Shelist 000 X. Xxxxxx Xxxxx, Xxx. 0000 Xxxxxxx, Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Attn: Xxx X. Xxxxxxxx

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