Item 1.01 Entry into a Material Definitive Agreement.
On April 7, 2009, Proliance International, Inc. (the "Company") entered into the
Twenty-Sixth Amendment (the "Twenty-Sixth Amendment") of the Credit and Guaranty
Agreement (as amended prior to April 7, 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-Sixth Amendment, and upon the terms and subject to the
conditions thereof, the Waiver Reserve was reduced to $0 effective April 7, 2009
and will be increased to $7,250,000 on the earliest of (x) the occurrence of an
Event of Default, and (y) April 21, 2009. The Twenty-Sixth Amendment also
extended the requirement to have interest rate protection by March 31, 2009 to
April 30, 2009.
The foregoing description of the Twenty-Sixth Amendment does not purport to be
complete and is qualified in its entirety by reference to the Twenty-Sixth
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-Sixth Amendment to Credit Agreement dated April 7, 2009.
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