Item 1.01 Entry into a Material Definitive Agreement.
On June 15, 2009, Proliance International, Inc. (the "Company") entered into the
Thirty-Fifth Amendment (the "Thirty-Fifth Amendment") of the Credit and Guaranty
Agreement (as amended prior to June 15, 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-Fifth Amendment, and upon the terms and subject to the
conditions thereof, the Waiver Reserve expiration due to occur on June 15, 2009
was extended until June 22, 2009. In addition, the Forbearance, granted in the
Twenty-Second Amendment, which was due to expire on June 15, 2009, was extended
until June 22, 2009.
The foregoing description of the Thirty-Fifth Amendment does not purport to be
complete and is qualified in its entirety by reference to the Thirty-Fifth
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 Thirty-Fifth Amendment to Credit Agreement dated June 15, 2009.