THIRTY-THIRD AMENDMENT TO CREDIT
AGREEMENT
THIRTY-THIRD
AMENDMENT , dated as of June 2, 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, 2009, the Twenty-Third Amendment to Credit
Agreement, dated as of March 24, 2009, the Twenty-Fourth
Amendment to Credit Agreement, dated as of March 25, 2009, the
Twenty-Fifth Amendment to Credit Agreement, dated as of
March 31, 2009, the Twenty-Sixth Amendment to Credit
Agreement, dated as of April 7, 2009, the Twenty-Seventh
Amendment to Credit Agreement, dated as of April 21, 2009, the
Twenty-Eighth Amendment to Credit Agreement, dated as of
April 28, 2009, the Twenty-Ninth Amendment to Credit
Agreement, dated as of May 5, 2009, the Thirtieth Amendment to
Credit Agreement, dated as of May 12, 2009, the Thirty-First
Amendment to Credit Agreement, dated as of May 19, 2009, the
Thirty-Second Amendment to Credit Agreement, dated as of
May 26, 2009 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:
“Thirty-Third Amendment ’ means the Thirty-Third
Amendment to the Credit Agreement, dated as of June 2, 2009,
by and among the Credit Parties, the Requisite Lenders and the
Agents.”
“Thirty-Third Amendment Effective Date ’ has the
meaning ascribed to the term “Thirty-Third Amendment
Effective Date” in the Thirty-Third
Amendment.”
3.
Section 2.23 — Waiver Reserve . Section 2.23
of the Credit Agreement is hereby amended by replacing the
reference therein to “June 2, 2009” with
“June 9, 2009”.
4.
Twenty-Second Amendment — Forbearance . Section 5
of the Twenty-Second Amendment is hereby amended by replacing the
reference therein to “June 2, 2009” with
“June 9, 2009”.
5.
Conditions to Effectiveness . This Amendment shall become
effective (the “ Thirty-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
-2-
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, the Twenty-Third Amendment,
the Twenty-Fourth Amendment, the Twenty-Fifth Amendment, the
Twenty-Sixth Amendment, the Twenty-Seventh Amendment, the
Twenty-Eighth Amendment, the Twenty-Ninth Amendment, the Thirtieth
Amendment, the Thirty-First Amendment, the Thirty-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 Thirty-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).
(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 Thirty-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.
6.
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 a
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