Item 1.01 Entry into a Material Definitive Agreement.
On December 19, 2008, Proliance International, Inc. (the "Company") entered into
the Fourteenth Amendment (the "Fourteenth Amendment") of the Credit and Guaranty
Agreement (as amended prior to December 19, 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 Fourteenth 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 December 19, 2008 to January 5, 2009. In addition, the
requirement in Section 5.13 of the Agreement to have interest rate protection by
December 31, 2008, was extended to January 31, 2009.
The foregoing description of the Fourteenth Amendment does not purport to be
complete and is qualified in its entirety by reference to the Fourteenth
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.
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