0000950123-08-014047 Sample Contracts

NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 31st, 2008 • Proliance International, Inc. • Motor vehicle parts & accessories • New York

NINTH AMENDMENT, dated as of October 29, 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, the Eighth Amendment to Credit Agreement, dated as of October 2, 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

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