Item 1.01 Entry into a Material Definitive Agreement.
On March 25, 2009, Proliance International, Inc. (the "Company") entered into the Twenty-Fourth Amendment (the "Twenty-Fourth Amendment") of the Credit and Guaranty Agreement (as amended prior to March 25, 2009, 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 Twenty-Fourth Amendment, and upon the terms and subject to the conditions thereof, the Waiver Reserve is established at $2,250,000 as of March 25, 2009 and may be increased to $7,250,000 on the earliest of (x) the occurrence of an Event of Default, and (y) March 31, 2009.
The foregoing description of the Twenty-Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Twenty-Fourth 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is attached to this Current Report on Form 8-K:
10.1 Twenty-Fourth Amendment to Credit Agreement dated March 25, 2009.

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