Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2009, Proliance International, Inc. (the "Company") entered into the
Thirty-Second Amendment (the "Thirty-Second Amendment") of the Credit and
Guaranty Agreement (as amended prior to May 26, 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-Second Amendment, and upon the terms and subject to the
conditions thereof, the Waiver Reserve expiration due to occur on May 26, 2009
was extended until June 2, 2009. In addition, the Forbearance, granted in the
Twenty-Second Amendment, which was due to expire on May 26, 2009, was extended
until June 2, 2009, and the requirement for Interest Rate Protection was
extended from May 29, 2009 until June 30, 2009.
The foregoing description of the Thirty-Second Amendment does not purport to be
complete and is qualified in its entirety by reference to the Thirty-Second
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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