Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2009, Proliance International, Inc. (the "Company") entered into the
Thirty-First Amendment (the "Thirty-First Amendment") of the Credit and Guaranty
Agreement (as amended prior to May 19, 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 Thirty-First Amendment, and upon the terms and subject to the
conditions thereof, the Waiver Reserve which was established in the amount of
$0, will be increased to $7,250,000 on the earliest of (x) the occurrence of an
Event of Default, other than any Prospective Event of Default, as defined in the
Agreement, and (y) May 26, 2009. In addition, the Forbearance, granted in the
Twenty Second Amendment, which was due to expire on May 19, 2009 was extended
until May 26, 2009. The Thirty-First Amendment also requires that the aggregate
outstanding principal amount of the Revolving Loans under the Agreement will not
exceed $6,200,000 at anytime after May 19, 2009.
The foregoing description of the Thirty-First Amendment does not purport to be
complete and is qualified in its entirety by reference to the Thirty-First
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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