UBS AG TO U.S. BANK TRUST NATIONAL ASSOCIATION Trustee INDENTUREUbs Ag • September 4th, 2001 • National commercial banks • New York
APPENDIX A -------------------------------------------------------------------- ------------ ------------------------------------------------------------------ -------------- AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 12, 2000Agreement and Plan of Merger • September 29th, 2000 • Ubs Ag • National commercial banks • Delaware
TERMS AGREEMENTUbs Ag • October 5th, 2001 • National commercial banks
EXHIBIT LAgreement • July 25th, 2007 • Ubs Ag • National commercial banks • New York
UBS AGUbs Ag • November 9th, 2000 • National commercial banks • New York
WITNESSETH:Contribution and Reimbursement Agreement • July 25th, 2007 • Ubs Ag • National commercial banks • New York
EXHIBIT KAdditional Investor Agreement • July 25th, 2007 • Ubs Ag • National commercial banks • New York
Credit Line Agreement - Demand FacilityCredit Line Agreement • October 7th, 2008 • Ubs Ag • National commercial banks • Utah
THIS CREDIT LINE AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”) is made by and between the party or parties signing as the Borrower on the Application to which this Agreement is attached (together and individually, the “Borrower”) and UBS Bank USA (the “Bank”) and, together with the Application, establishes the terms and conditions that will govern the uncommitted demand loan facility made available to the Borrower by the Bank. This Agreement becomes effective upon the earlier of (i) notice from the Bank (which notice may be oral or written) to the Borrower that the Credit Line has been approved and (ii) the Bank making an Advance to the Borrower.
THIRD AMENDMENT TO EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • August 12th, 2010 • Ubs Ag • National commercial banks
This Third Amendment (this “Amendment”), dated as of August 9, 2010, is made and entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”), the Investors whose signatures are set forth below (the “Amending Investors”), and the Persons whose signatures are set forth below as “Additional Purchasers.” Capitalized terms used and not otherwise defined herein have the meanings set forth in the Equity Commitment Agreement (as defined below).
EQUITY COMMITMENT AGREEMENT AMONG VISTEON CORPORATION AND THE INVESTORS PARTY HERETO Dated as of May 6, 2010Equity Commitment Agreement • May 18th, 2010 • Ubs Ag • National commercial banks • Delaware
THIS EQUITY COMMITMENT AGREEMENT (this “Agreement”), dated as of May 6, 2010, is made by and among Visteon Corporation (as a debtor in possession and a reorganized debtor, as applicable, the “Company”), on the one hand, and the Investors set forth on Schedule 1 hereto (each referred to herein individually as an “Investor” and collectively as the “Investors”), on the other hand. The Company and each Investor is referred to herein as a “Party” and collectively, the “Parties”. Capitalized terms used herein have the meanings ascribed thereto in Article I.
UBS AG acting through its Stamford branch USD 2,000,000,000 TIER 2 SUBORDINATED NOTES DUE 2022 FISCAL AGENCY AGREEMENTFiscal Agency Agreement • March 14th, 2013 • Ubs Ag • National commercial banks
DEFERRED PROSECUTION AGREEMENTCount One • March 15th, 2010 • Ubs Ag • National commercial banks
The United States Department of Justice Tax Division and the United States Attorney’s Office for the Southern District of Florida (the “Government”) and the defendant UBS AG (“UBS”), by its Group General Counsel and undersigned attorneys, pursuant to the authority granted to them by its Board of Directors in the form of a Board Resolution, attached hereto as Exhibit A, hereby enter into this Deferred Prosecution Agreement (the “Agreement”).
agreement that provides for the merger of Credit Suisse Parent BankMerger Between Ubs Ag and Credit Suisse Ag • March 28th, 2024 • Ubs Ag • National commercial banks
UBS AG $2,000,000,000 MEDIUM TERM NOTES, SERIES AUbs Ag • July 18th, 2001 • National commercial banks
1,000,000,000 5.800% Fixed Rate Senior Notes due 2025 $1,500,000,000 5.650% Fixed Rate Senior Notes due 2028 $500,000,000 Floating Rate Senior Notes due 2025 UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2023 • Ubs Ag • National commercial banks • New York
UBS AG, a corporation organized under the laws of Switzerland (the “Company”), acting through its London branch, proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”) $1,000,000,000 aggregate principal amount of 5.800% Fixed Rate Senior Notes due 2025 (the “2025 Notes”), $1,500,000,000 aggregate principal amount of 5.650% Fixed Rate Senior Notes due 2028 (the “2028 Notes”) and $500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2025 (the “Floating Rate Notes,” and together with the 2025 Notes and the 2028 Notes, the “Securities”). The Securities are to be issued pursuant to the provisions of an Indenture, dated as of June 12, 2015 (the “Base Indenture”), between the Company, acting through its London branch, and U.S. Bank Trust National Association, as trustee (the “Trustee”), as supplemented by (i) the Seventh Supplemental Indenture to be dated as of
SECOND AMENDMENT TO THE EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • June 29th, 2010 • Ubs Ag • National commercial banks
This Second Amendment (this “Amendment”), dated as of June 20, 2010, is made and entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”) and the Investors whose signatures are set forth below (the “Amending Investors”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Equity Commitment Agreement (as defined below).
PLAN SUPPORT AGREEMENTPlan Support Agreement • May 18th, 2010 • Ubs Ag • National commercial banks • New York
THIS PLAN SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF VOTES WITH RESPECT TO A CHAPTER 11 PLAN OF REORGANIZATION. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. ACCEPTANCES OR REJECTIONS WITH RESPECT TO A CHAPTER 11 PLAN OF REORGANIZATION MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2010 • Ubs Ag • National commercial banks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 2010 by and among Visteon Corporation, a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature page hereto and any parties identified on the signature page of any joinder agreements executed and delivered pursuant to Section 12 or Section 13 hereof (each, including the Investors, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
UBS AG acting through its Jersey branch USD 2,000,000,000 TIER 2 SUBORDINATED NOTES DUE 2022 FISCAL AGENCY AGREEMENTFiscal Agency Agreement • March 15th, 2012 • Ubs Ag • National commercial banks
FIRST AMENDMENT TO THE PLAN SUPPORT AGREEMENTThe Plan Support Agreement • June 22nd, 2010 • Ubs Ag • National commercial banks
This First Amendment (this “Amendment”), dated as of June 13, 2010, is made and entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”), the other Debtors, and the Consenting Senior Note Holders whose signatures are set forth below (the “Amending Note Holders”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Plan Support Agreement (as defined below).
Underwriting Agreement dated as of 1 April 2008 by and between UBS AG, Bahnhofstrasse 45, 8001 Zurich, SwitzerlandUnderwriting Agreement • May 23rd, 2008 • Ubs Ag • National commercial banks
This Underwriting Agreement (the Agreement) is made as of 1 April 2008 by and between the Company and the Joint Bookrunners (and such Co-Managers as may be appointed pursuant to art. 1.7).
FIRST AMENDMENT TO THE EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • June 22nd, 2010 • Ubs Ag • National commercial banks
This First Amendment (this “Amendment”), dated as of June 13, 2010, is made and entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”) and the Investors whose signatures are set forth below (the “Amending Investors”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Equity Commitment Agreement (as defined below).
CASH RECOVERY BACKSTOP AGREEMENTCash Recovery Backstop Agreement • May 18th, 2010 • Ubs Ag • National commercial banks • Delaware
THIS CASH RECOVERY BACKSTOP AGREEMENT (this “Agreement”), dated as of May 6, 2010, is made by and among Visteon Corporation (“Visteon,” and together with its debtor affiliates, the “Debtors”), on the one hand and the entities set forth on Schedule 1 hereto (each referred to herein individually as a “Signatory” and collectively as the “Signatories”), on the other hand. Visteon and each Signatory is referred to herein as a “Party” and collectively, the “Parties.” Except as otherwise provided below, capitalized terms used herein and not defined herein have the meanings ascribed to them in the Equity Commitment Agreement (as defined below).
ADDENDUM TO CREDIT LINE ACCOUNT APPLICATION AND AGREEMENTApplication and Agreement • October 7th, 2008 • Ubs Ag • National commercial banks
This Addendum (this “Addendum”) is attached to, incorporated by reference into and is fully a part of the Credit Line Account Application and Agreement between UBS Bank USA (the “Bank”) and the borrower named in the signature area below (the “Borrower”), dated as of the date hereof (as amended or otherwise modified from time to time, the “Agreement”). This Addendum and the Agreement shall not become effective and binding upon the Bank until this Addendum has been executed by the Borrower and accepted by the Bank at its home office. Any conflict between the terms of the Agreement and this Addendum shall be resolved in accordance with the terms of this Addendum. Defined terms used herein to have the respective meanings set forth in the Agreement unless otherwise defined in this Addendum.
