EX-10.2









Exhibit 10.2




EIGHTH AMENDMENT TO CREDIT AGREEMENT




          EIGHTH AMENDMENT, dated as of October 2, 2008 (this “Amendment”), to the Credit and
Guaranty Agreement, dated as of July 19, 2007, as amended by the First Amendment and Waiver to
Credit Agreement, dated as of November 9, 2007, the Second Amendment to Credit Agreement, dated as
of March 12, 2008, the Third Amendment to Credit Agreement, dated as of March 26, 2008, the Fourth
Amendment to Credit Agreement, dated as of July 18, 2008, the Fifth Amendment to Credit Agreement,
dated as of July 24, 2008, the Sixth Amendment to Credit Agreement, dated as of August 25, 2008,
the Seventh Amendment to Credit Agreement, dated as of September 30, 2008 and that certain letter
agreement dated February 26, 2008 (as further amended, restated or otherwise modified from time to
time, the “Credit Agreement”), by and among Proliance International Inc., a Delaware
corporation (“Holdings” and the “Borrower”), certain domestic subsidiaries of the
Borrower listed as a “Guarantor” on the signature pages thereto (together with each other Person
(as defined in the Credit Agreement) that guarantees all or any portion of the Obligations (as
defined in the Credit Agreement) from time to time, each a “Guarantor” and collectively,
the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and
collectively, the “Lenders”), Silver Point Finance, LLC, a Delaware limited liability
company (“Silver Point”), as collateral agent for the Agents (as hereinafter defined) and
the Lenders (in such capacity, together with its successors and assigns in such capacity, if any,
the “Collateral Agent”), and as administrative agent for the Agents and the Lenders (in
such capacity, together with its successors and assigns in such capacity, if any, the
“Administrative Agent” and together with the Collateral Agent, each an “Agent” and
collectively, the “Agents”) and Silver Point as lead arranger (in such capacity, together
with its successors and assigns in such capacity, if any, the “Lead Arranger”).




          WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth
in the Credit Agreement unless otherwise defined herein.




          WHEREAS, the Credit Parties have requested that the Agents and the Lenders amend certain
provisions of the Credit Agreement, subject to the terms and conditions set forth in this
Amendment.




          WHEREAS, the Agent and the Lenders are willing to agree to this requested Amendment, but only
upon the terms and subject to the conditions set forth herein.




          NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Credit Parties, the Agents and the Lenders hereby agree as follows:




          1. Definitions. All capitalized terms used herein and not otherwise defined herein
are used herein as defined in the Credit Agreement.




          2. Defined Terms in the Credit Agreement. Section 1.1 of the Credit Agreement is
hereby amended, as follows:




 









 











               (a) New Definitions. Section 1.1 of the Credit Agreement is hereby amended by adding
the definitions of the following terms thereto, in alphabetical order, to read in their entirety as
follows:




               “‘Eighth Amendment’ means the Eighth Amendment to the Credit Agreement, dated as of October 2,
2008, by and among the Credit Parties, the Requisite Lenders and the Agents.”




               “‘Eighth Amendment Effective Date’ has the meaning ascribed to the term “Eighth Amendment
Effective Date” in the Eighth Amendment.”



          3. Section 2.23 — Southaven Insurance Proceeds Reserve. Section 2.23 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:




          “2.23 Southaven Insurance Proceeds Reserve. The Agents, the Borrowing Base Agent, the
Lenders, the Borrower and the Guarantors hereby agree that the Southaven Insurance Proceeds Reserve
(as defined in the Insurance Proceeds Letter) was $5,000,000 as of October 2, 2008 and shall be (i)
so long as no Event of Default has occurred and is continuing, reduced to $2,500,000 on the Eighth
Amendment Effective Date, (ii) (if reduced pursuant to clause (i) of this Section 2.23) increased
to $5,000,000 on the earliest of (x) the occurrence of an Event of Default, and (y) October 31,
2008, unless prior to such time, Holdings delivers to the Administrative Agent fully executed
commitment letters or other equivalent documents, in form and substance satisfactory to the
Administrative Agent in its sole discretion, for (A) a mezzanine credit facility, in form and
substance reasonably satisfactory to the Administrative Agent, duly executed by the Persons
arranging or intending to provide such financing (the “Mezz Financing”) and (B) a senior
credit facility (the “Senior Credit Financing”), all or a portion of the proceeds of such
Mezz Financing and the Senior Credit Financing shall repay the Obligations in full in cash, in
which case, the Southaven Insurance Proceeds Reserve shall be reduced to $0; provided, that
such commitment letters or other documents (1) are not subject to the completion of due diligence
and/or the obtaining of credit approval, (2) contain all material terms for such financings, and
(3) are not conditioned on any additional financings, and (iii) (if reduced pursuant to clauses (i)
and/or (ii) of this Section 2.23) increased to $5,000,000 on the earliest of (w) the occurrence of
an Event of Default, (x) the date the Administrative Agent determines, in its sole discretion, that
the Mezz Financing, the Senior Credit Financing or the refinancing of the Indebtedness owed by NRF
to Fortis Bank is not likely to be consummated, (y) the date any commitment letter for the Mezz
Financing or the Senior Credit Financing is terminated, and (z) November 30, 2008 if the Mezz
Financing and the Senior Credit Financing have not been consummated on or before November 30,
2008.”




          4. Conditions to Effectiveness. This Amendment shall become effective (the
“Eighth Amendment Effective Date”) only upon satisfaction in full of the following
conditions precedent:




          (a) Collateral Agent shall have received counterparts of this Amendment that bear the
signatures of each Credit Party, each Agent and the Requisite Lenders.






-2-









 








          (b) Except as set forth in the Second Amendment, the Third Amendment, the Fourth Amendment,
the Fifth Amendment, the Sixth Amendment and the Seventh Amendment, the representations and
warranties contained herein, in Section IV of the Credit Agreement and in each other Credit
Document are true and correct in all material respects on and as of the Eighth Amendment Effective
Date as though made on and as of such date, except to the extent that any such representation or
warranty expressly relates solely to an earlier date (in which case such representation or warranty
shall be true and correct in all material respects on and as of such earlier date).




          (c) Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent or
any Lender in connection with this Amendment and the Credit Documents.




          (d) No Default or Event of Default shall have occurred and be continuing on the Eighth
Amendment Effective Date or would result from this Amendment becoming effective in accordance with
its terms.




          (e) All legal matters incident to this Amendment shall be reasonably satisfactory to the
Agents and their respective counsel.




          5. Representations and Warranties. Each Credit Party represents and warrants as follows:




          (a) Organization, Good Standing, Etc. Each Credit Party (i) is a corporation, limited
liability company or limited partnership, duly organized, validly existing and in good standing
under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and
authority to execute and deliver this Amendment, consummate the transactions contemplated hereby
and perform the Credit Agreement, as amended and modified hereby and (iii) is duly qualified to do
business and is in good standing in each jurisdiction in which the character of the properties
owned or leased by it or in which the transaction of its business makes such qualification
necessary other than in such jurisdictions where the failure to be so qualified and in good
standing could not reasonably be expected to have a Material Adverse Effect.




          (b) Authorization, Etc. The execution, delivery and performance by each Credit Party
of this Amendment and the performance by each Credit Party of the Credit Agreement, as amended and
modified hereby (i) have been duly authorized by all necessary action, (ii) do not and will not
contravene its charter or by-laws, its limited liability company or operating agreement or its
certificate of partnership or partnership agreement, as applicable, or any applicable law, or any
contractual restriction binding on or otherwise affecting it or any of its properties, (iii) do not
and will not result in or require the creation of any Lien (other than pursuant to any Credit
Document) upon or with respect to any of its properties, and (iv) do not and will not result in any
default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any
material permit, license, authorization or approval applicable to its operations or any of its
properties.




          (c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority is required in connection with






-3-









 







the due
execution, delivery and performance by any Credit Party of this Amendment or the performance by any
Credit Party of the Credit Agreement, as amended and modified hereby.




          (d) Enforceability of Credit Documents. Each of this Amendment and the Credit
Agreement, as amended and modified hereby, is a legal, valid and binding obligation of the Credit
Parties which are party hereto or thereto, enforceable against such Credit Parties in accordance
with its terms, except as enforceability may be limited by equitable principles and by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally.




          (e) Representations and Warranties; No Default. Except as set forth in the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and
the Seventh Amendment, the representations and warranties contained herein, in Section IV of the
Credit Agreement and in each other Credit Document are true and correct in all material respects on
and as of the Eighth Amendment Effective Date as though made on and as of such date, except to the
extent that any such representation or warranty expressly relates solely to an earlier date (in
which case such representation or warranty shall be true and correct in all material respects on
and as of such earlier date); and no Default or Event of Default shall have occurred and be
continuing on the Eighth Amendment Effective Date or would result from this Amendment becoming
effective in accordance with its terms.




          6. Effect of Amendment; Continued Effectiveness of the Credit Agreement.




          (a) Ratifications. Except as otherwise expressly provided herein, (i) the Credit
Agreement and the other Credit Documents are, and shall continue to be, in full force and effect
and are hereby ratified and confirmed in all respects, except that on and after the Eighth
Amendment Effective Date (A) all references in the Credit Agreement to “this Agreement”, “hereto”,
“hereof”, “hereunder” or words of like import referring to the Credit Agreement shall mean the
Credit Agreement as amended and modified by this Amendment, and (B) all references in the other
Credit Documents to the “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like
import referring to the Credit Agreement shall mean the Credit Agreement as amended and modified by
this Amendment, (ii) to the extent that the Credit Agreement or any other Credit Document purports
to pledge to the Collateral Agent, or to grant to the Collateral Agent a security interest in or
lien on, any collateral as security for the Obligations or the Guaranteed Obligations, such pledge
or grant of a security interest or lien is hereby ratified and confirmed in all respects, and (iii)
the execution, delivery and effectiveness of this Amendment shall not operate as an amendment of
any right, power or remedy of the Agents or the Lenders under the Credit Agreement or any other
Credit Document, nor constitute an amendment of any provision of the Credit Agreement or any other
Credit Document. This Amendment shall be effective only in the specific instances and for the
specific purposes set forth
herein and does not allow for any other or further departure from the terms and conditions of
the Credit Agreement or any other Credit Document, which terms and conditions shall remain in full
force and effect.




          (b) No Waivers. Except as expressly set forth herein, this Amendment is not a waiver
of, or consent to, any Default or Event of Default now existing or hereafter arising under the
Credit Agreement or any other Credit Document and the Agents and the Lenders expressly reserve all
of their rights and remedies under the Credit Agreement and the other






-4-









 







Credit Documents in respect
of all such Defaults or Events of Default not waived or consented to hereby, by the Second
Amendment, by the Third Amendment, by the Fourth Amendment, by the Fifth Amendment, by the Sixth
Amendment or the Seventh Amendment, under applicable law or otherwise.




          (c) Amendment as Credit Document. Each Credit Party confirms and agrees that this
Amendment shall constitute a Credit Document under the Credit Agreement. Accordingly, it shall be
an Event of Default under the Credit Agreement if any representation or warranty made or deemed
made by any Credit Party under or in connection with this Amendment shall have been incorrect in
any material respect when made or deemed made or if any Credit Party fails to perform or comply
with any covenant or agreement contained herein.




          7. Release. Each Credit Party hereby acknowledges and agrees that: (a) neither it
nor any of its Affiliates has any claim or cause of action against any Agent, the Borrowing Base
Agent or any Lender (or any of their respective Affiliates, officers, directors, employees,
attorneys, consultants or agents) and (b) each Agent, the Borrowing Base Agent, and each Lender has
heretofore properly performed and satisfied in a timely manner all of its obligations to the Credit
Parties and their Affiliates under the Credit Agreement and the other Credit Documents.
Notwithstanding the foregoing, the Agents, the Borrowing Base Agent and the Lenders wish (and the
Credit Parties agree) to eliminate any possibility that any past conditions, acts, omissions,
events or circumstances would impair or otherwise adversely affect any of the Agents’, the
Borrowing Base Agent’s and the Lenders’ rights, interests, security and/or remedies under the
Credit Agreement and the other Credit Documents. Accordingly, for and in consideration of the
agreements contained in this Amendment and other good and valuable consideration, each Credit Party
(for itself and its Affiliates and the successors, assigns, heirs and representatives of each of
the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally
and irrevocably release and forever discharge each Agent, the Borrowing Base Agent, each Lender and
each of their respective Affiliates, officers, directors, employees, attorneys, consultants and
agents (collectively, the “Released Parties”) from any and all debts, claims, obligations,
damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of
action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of
whatever nature or description, and whether in law or in equity, under contract, tort, statute or
otherwise (collectively, “Claims”), which any Releasor has heretofore had or now or
hereafter can, shall or may have against any Released Party by reason of any act, omission or thing
whatsoever done or omitted to be done (collectively, “Actions”) on or prior to the Eighth
Amendment Effective Date arising out of, connected with or related in any way to this Amendment,
the Credit Agreement or any other Credit Document, or any act, event or transaction related or
attendant thereto done or omitted to be done on or prior to the Eighth Amendment Effective Date, or
the agreements of any Agent, the Borrowing Base Agent or any Lender contained therein, or the
possession, use, operation or control of any of the assets of any Credit Party, or the making of
any Loans or other advances, or the management of such Loans or advances or the Collateral on or
prior to the Eighth Amendment Effective Date. For the avoidance of doubt, nothing contained in
this Amendment shall be deemed to release or discharge any Released Party from any Claims arising
out of, in connection with or related in any way to Actions occurring after the date of this
Amendment.




          8. Miscellaneous.






-5-









 








          (a) Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which shall be deemed to be an original,
but all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally
effective as delivery of an original executed counterpart of this Amendment.




          (b) Headings. Section and paragraph headings herein are included for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.




          (c) Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.




          (d) Expenses. The Borrower will pay on demand all reasonable fees, costs and expenses
of the Agents, the Borrowing Base Agent and the Lenders in connection with the preparation,
execution and delivery of this Amendment and all documents incidental hereto, including, without
limitation, the reasonable fees, disbursements and other charges of Schulte Roth & Zabel LLP,
counsel to Administrative Agent and Collateral Agent, and of McGuireWoods LLP, counsel to Borrowing
Base Agent. In addition, the Borrower will pay all costs and expenses, including attorneys’ fees
(including allocated costs of internal counsel) and costs of settlement, incurred by any Agent,
Borrowing Base Agent and Lenders in enforcing any Obligations of or in collecting any payments due
from any Credit Party hereunder or under the other Credit Documents by reason of any Default or
Event of Default (including in connection with the sale of, collection from, or other realization
upon any of the Collateral or the enforcement of the Guaranty) or in connection with any
refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work
out” or pursuant to any insolvency or bankruptcy cases or proceedings (including, without
limitation, the costs and expenses of any advisers retained by Agents, the Borrowing Base Agent and
Lenders; provided, that so long as no Event of Default has occurred and is continuing the
Borrower shall not be responsible for costs and expenses of CRS in excess of $25,000).




[Remainder of this page intentionally left blank]





-6-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.




	 	 	 	 	 
	 	BORROWER:



PROLIANCE INTERNATIONAL, INC.

 	 
	 	By:  	/s/Arlen F. Henock
 	 
	 	 	Name:  	Arlen F. Henock 	 
	 	 	Title:  	Executive Vice President and


Chief Financial Officer 	 
	 
	 	GUARANTORS:



AFTERMARKET LLC

 	 
	 	By:  	/s/ Arlen F. Henock
 	 
	 	 	Name:  	Arlen F. Henock 	 
	 	 	Title:  	Vice President 	 
	 
	 	AFTERMARKET DELAWARE 
CORPORATION
 	 
	 
	 	By:  	/s/ Arlen F. Henock
 	 
	 	 	Name:  	Arlen F. Henock 	 
	 	 	Title:  	Vice President 	 
	 
	 	PROLIANCE INTERNATIONAL 
HOLDING CORPORATION
 	 
	 
	 	By:  	/s/ Arlen F. Henock
 	 
	 	 	Name:  	Arlen F. Henock 	 
	 	 	Title:  	President 	 



 









 




	 	 	 	 	 
	 	AGENTS AND LEAD ARRANGER:



SILVER POINT FINANCE, LLC, as 
Administrative
Agent, Lead Arranger and 
Collateral Agent
 	 
	 
	 	By:  	/s/ Richard Petrilli
 	 
	 	 	Name:  	Richard Petrilli 	 
	 	 	Title Authorized Signatory 	 
	 
	 	 	 	 	 
	 	LENDERS:	 
	 
	 	 	 	 
	 	SPF CDO I, LTD., as a Lender	 
	 
	 	 	 	 
	 

	By:

	/s/ Richard Petrilli


	 	 
	 

	 	Name:
	Richard Petrilli
	 
	 

	 	Title
	Authorized Signatory	 
	 
	 	 	 	 
	 	FIELD POINT III, LTD. as a Lender	 
	 
	 	 	 	 
	 

	By:
	/s/ Richard Petrilli	 
	 

	 	Name:
	Richard Petrilli	 
	 

	 	Title
	Authorized Signatory	 
	 
	 	 	 	 
	 	FIELD POINT IV, LTD. as a Lender	 
	 
	 	 	 	 
	 

	By:
	/s/ Richard Petrilli	 
	 

	 	Name:
	Richard Petrilli	 
	 

	 	Title
	Authorized Signatory	 





 









 







	 	 	 	 	 
	 	BORROWING BASE AGENT AND 
LENDER:




WELLS FARGO FOOTHILL, LLC, as 
Borrowing Base
Agent and a Lender

 	 
	 
	 	By:  	/s/ Jonathan Boynton
 	 
	 	 	Name:  	Jonathan Boynton 	 
	 	 	Title Vice President