Exhibit 10.1
TWENTY-THIRD AMENDMENT TO CREDIT AGREEMENT
          TWENTY-THIRD AMENDMENT, dated as of March 24, 2009 (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, the Eighth Amendment to Credit
Agreement, dated as of October 2, 2008, the Ninth Amendment to Credit Agreement,
dated as of October 29, 2008, the Tenth Amendment to Credit Agreement, dated as
of November 6, 2008, the Eleventh Amendment to Credit Agreement, dated as of
November 14, 2008, the Twelfth Amendment to Credit Agreement, dated as of
November 21, 2008, the Thirteenth Amendment to Credit Agreement, dated as of
December 4, 2008, the Fourteenth Amendment to Credit Agreement, dated as of
December 19, 2008, the Fifteenth Amendment to Credit Agreement, dated as of
January 5, 2009, the Sixteenth Amendment to Credit Agreement, dated as of
January 16, 2009, the Seventeenth Amendment to Credit Agreement, dated as of
February 5, 2009, the Eighteenth Amendment to Credit Agreement, dated as of
February 17, 2009, the Nineteenth Amendment to Credit Agreement, dated as of
February 23, 2009, the Twentieth Amendment to Credit Agreement, dated as of
March 3, 2009, the Twenty-First Amendment to Credit Agreement, dated as of
March 10, 2009, the Twenty-Second Amendment to Credit Agreement, dated as of
March 17, 2009and 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.

 



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          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:
               “‘Twenty-Third Amendment’ means the Twenty-Third Amendment to the
Credit Agreement, dated as of March 24, 2009, by and among the Credit Parties,
the Requisite Lenders and the Agents.”
               “‘Twenty-Third Amendment Effective Date’ has the meaning ascribed
to the term “Twenty-Third Amendment Effective Date” in the Twenty-Third
Amendment.”
          3. Section 2.23 — Waiver Reserve. Section 2.23 of the Credit Agreement
is hereby amended by replacing the reference therein to “March 24, 2009” with
“March 31, 2009”.
          4. Conditions to Effectiveness. This Amendment shall become effective
(the “Twenty-Third 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,
the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh
Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the
Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the
Fourteenth Amendment, the Fifteenth Amendment, the Sixteenth Amendment, the
Seventeenth Amendment, the Eighteenth Amendment, the Nineteenth Amendment, the
Twentieth Amendment, the Twenty-First Amendment, the Twenty-Second Amendment and
this 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 Twenty-Third 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).

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          (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) Except as expressly waived herein, no Default or Event of Default
shall have occurred and be continuing on the Twenty-Third 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 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.

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          (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, the Seventh Amendment, the Eighth Amendment, the
Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth
Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth
Amendment, the Sixteenth Amendment, the Seventeenth Amendment, the Eighteenth
Amendment, the Nineteenth Amendment, the Twentieth Amendment, the Twenty-First
Amendment, the Twenty-Second Amendment and this 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 Twenty-Third 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, except as expressly waived herein, no Default or Event of Default
shall have occurred and be continuing on the Twenty-Third 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 Twenty-Third 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, by the Fourth Amendment, by the Fifth
Amendment, by the Sixth Amendment, the Seventh Amendment, the Eighth Amendment,

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the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth
Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth
Amendment, the Sixteenth Amendment, Seventeenth Amendment, the Eighteenth
Amendment, the Nineteenth Amendment, the Twentieth Amendment, the Twenty-First
Amendment or the Twenty-Second 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 Twenty-Third 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 Twenty-Third
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 Twenty-Third 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.

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          8. 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, 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, 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  

 



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            AGENTS AND LEAD ARRANGER:


SILVER POINT FINANCE, LLC, as
Administrative Agent, Lead Arranger and
Collateral Agent
      By:   /s/ Zachary M. Zeitlin       Name:   Zachary M. Zeitlin      
Title:   Authorized Signatory     LENDERS:


SPF CDO I, LTD., as a Lender
      By:   /s/ Zachary M. Zeitlin       Name:   Zachary M. Zeitlin      
Title:   Authorized Signatory       FIELD POINT III, LTD. as a Lender
      By:   /s/ Zachary M. Zeitlin       Name:   Zachary M. Zeitlin      
Title:   Authorized Signatory       FIELD POINT IV, LTD. as a Lender
      By:   /s/ Zachary M. Zeitlin       Name:   Zachary M. Zeitlin      
Title:   Authorized Signatory  

 



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            BORROWING BASE AGENT AND LENDER:


WELLS FARGO FOOTHILL, LLC, as
Borrowing Base Agent and a Lender
      By:   /s/ Jonathan Boynton       Name:   Jonathan Boynton       Title:  
VP    

 
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