EX-10.1






Exhibit 10.1




FIFTH AMENDMENT TO CREDIT AGREEMENT




          FIFTH AMENDMENT, dated as of July 24, 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 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:



 









 




               “‘Fifth Amendment’ means the Fifth Amendment to the Credit Agreement, dated as of July 24,
2008, by and among the Credit Parties, the Requisite Lenders and the Agents.”



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



          3. Section 2.9 — Default Interest. Section 2.9 of the Credit Agreement is hereby
amended by adding the following sentence at the end thereof:



               “Notwithstanding the foregoing, if after the Fifth Amendment Effective Date and on or prior to
September 15, 2008, Holdings has failed to prepay the Tranche A Term Loans pursuant to Section
2.14(b) either (i) in an amount of not less than $10,000,000 with the Net Insurance/Condemnation
Proceeds from the Southaven Casualty Event or (ii) in an amount of not less than $15,000,000 with
the proceeds from the Capital Raise, then each reference in this Section 2.9 to “two percent (2%)”
shall thereafter be deemed to be amended to refer to “three percent (3%)”.”



          4. Section 2.14(b)(ii) — Application of Insurance/Condemnation Proceeds. Section
2.14(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows:



               “(ii) Any mandatory prepayment of any Loan pursuant to Section 2.13(b) shall be applied as
follows:




               first, to prepay principal of the Tranche A Term Loans in an amount up
to $5,000,000 of Net Insurance/Condemnation Proceeds in the aggregate;




               second, to (i) prepay principal of the Revolving Loans in an amount
equal to 50% of the remaining amount of Net Insurance/Condemnation Proceeds
after giving effect to the mandatory prepayment in clause first hereof
(which shall be applied first, to prepay principal of the Revolving
A Loans, and second, to prepay principal of the Revolving B Loans)
and (ii) prepay principal of the Tranche A Term Loans in an amount equal to
50% of the remaining amount of Net Insurance/Condemnation Proceeds after
giving effect to the mandatory prepayment in clause first hereof; and




               third, to any other Obligations then outstanding.”



          5. Section 2.23 — Southaven Insurance Proceeds Reserve. The following new Section
2.23 is hereby added to the Credit Agreement to read as follows:



          “2.23 Southaven Insurance Proceeds Reserve. The Agents, the Borrowing Base Agent, the Lenders
and Holdings hereby agree that the Southaven Insurance Proceeds Reserve (as defined in the
Insurance Proceeds Letter) shall be (i) reduced to $3,000,000 on the Fifth Amendment Effective
Date, (ii) so long as no Event of Default has occurred and is



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continuing, further reduced to $0 on the date Holdings delivers to the Administrative Agent a final
insurance settlement agreement with respect to the Southaven Casualty Event, in form and substance
reasonably satisfactory to the Administrative Agent, duly executed by Holdings and its insurance
company, and (iii) increased to $5,000,000 on the earlier of (x) the occurrence and continuation of
an Event of Default and (y) August 31, 2008. Notwithstanding the foregoing, so long as no Event of
Default has occurred and is continuing, the Southaven Insurance Proceeds Reserve shall be
permanently reduced to $0 if Holdings has (i) delivered to the Administrative Agent a final
insurance settlement agreement with respect to the Southaven Casualty Event, in form and substance
reasonably satisfactory to the Administrative Agent, duly executed by Holdings and its insurance
company and (ii) consummated the Capital Raise on or before September 30, 2008 and applied the cash
proceeds thereof in accordance with Section 2.14(b); provided, that if Holdings has not
consummated the Capital Raise on or before September 30, 2008, but (i) the sole remaining condition
to such consummation is obtaining the approval of such Capital Raise by Holdings’ shareholders,
then the deadline to consummate the Capital Raise shall be extended to November 30, 2008 or (ii)
the Administrative Agent, in its sole discretion, has agreed in writing to extend such deadline,
then the deadline to consummate the Capital Raise shall be extended to November 15, 2008.



          6. Section 6.7(c) — Consolidated Adjusted EBITDA. Section 6.7(c) of the Credit
Agreement is hereby amended by adding the following sentence at the end thereof:



               “Notwithstanding the foregoing, if Holdings fails to consummate the Capital Raise on or prior
to December 31, 2008, the reference to “$27,500,000” in this Section 6.7(c) shall thereafter be
amended to be “$28,000,000”.”



          7. Conditions to Effectiveness. This Amendment shall become effective (the “Fifth
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.



          (b) Except as set forth in the Second Amendment, the Third Amendment and the Fourth 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 Fifth
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 Fifth
Amendment Effective Date or would result from this Amendment becoming effective in accordance with
its terms.



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



          8. 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 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 and the Fourth 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 Fifth 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



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earlier date); and no Default or Event of Default shall have occurred and be continuing on the
Fifth Amendment Effective Date or would result from this Amendment becoming effective in accordance
with its terms.



          9. 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 Fifth 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 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 or by the Fourth 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.



          10. 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



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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 Fifth 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 Fifth
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 Fifth 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.



          11. Miscellaneous.



          (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,



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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).



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          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 	 
	 



	 	 	 	 	 
	 	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/Frederick H. Fogel
 	 
	 	 	Name:  	Frederick H. Fogel 	 
	 	 	Title Authorized Signatory 	 
	 



	 	 	 	 	 
	 	LENDERS:







SPF CDO I, LTD., as a Lender

 	 
	 	By:  	/s/Frederick H. Fogel
 	 
	 	 	Name:  	Frederick H. Fogel 	 
	 	 	Title Authorized Signatory 	 
	 



	 	 	 	 	 
	 	FIELD POINT III, LTD. as a Lender

 	 
	 	By:  	/s/Frederick H. Fogel
 	 
	 	 	Name:  	Frederick H. Fogel 	 
	 	 	Title Authorized Signatory: 	 
	 



	 	 	 	 	 
	 	FIELD POINT IV, LTD. as a Lender

 	 
	 	By:  	/s/Frederick H. Fogel
 	 
	 	 	Name:  	Frederick H. Fogel 	 
	 	 	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