Item 1.01 Entry into a Material Definitive Agreement.
On November 6, 2008, Proliance International, Inc. (the "Company") entered
into the Tenth Amendment (the "Tenth Amendment") of the Credit and Guaranty
Agreement (as amended prior to November 6, 2008, the "Agreement") by and among
the Company and certain domestic subsidiaries of the Company, as guarantors, the
lenders party thereto from time to time (collectively, the "Lenders"), Silver
Point Finance, LLC ("Silver Point"), as administrative agent for the Lenders,
collateral agent and as lead arranger, and Wells Fargo Foothill, LLC ("Wells
Fargo"), as a lender and borrowing base agent for the Lenders.
Pursuant to the Tenth Amendment, and upon the terms and subject to the
conditions thereof, the reduction of the Southaven Insurance Proceeds Reserve
from $5,000,000 to $2,500,000 contained in Section 2.23 of the Agreement, has
been extended from November 7, 2008 to November 14, 2008.
The foregoing description of the Tenth Amendment does not purport to be
complete and is qualified in its entirety by reference to the Tenth Amendment, a
copy of which is filed as Exhibit 10.1 hereto, and incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Item 1.01 of this Current Report on Form 8-K is hereby incorporated by
reference.