and J.P.MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeVisteon Corp • March 31st, 2009 • Motor vehicle parts & accessories • New York
ANDIndenture • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT, which was originally effective June 1, 2006 (the “Effective Date”) and is hereby amended and restated effective as of October 3, 2008 (the “Restatement Date”), is made by and between Visteon Corporation, a Delaware corporation (the “Company”), and Terrence G. Gohl (the “Executive”).
RECITALSEmployee Transition Agreement • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories • Michigan
LIMITED WAIVERLimited Waiver • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories • New York
LIMITED WAIVER, dated as of March 31, 2009 (the “Waiver”), to the Amended and Restated Credit Agreement, dated as of April 10, 2007 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among Visteon Corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), Credit Suisse Securities (USA) LLC and Sumitomo Mitsui Banking Corporation, as co-documentation agents, Citicorp USA, Inc., as syndication agent, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as joint lead arrangers and joint bookrunners. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
RECITALSHourly Employee Conversion Agreement • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories • Michigan
SCHEDULE 5 Form of amended and restated Subordinated VLN Facility Agreement VISTEON NETHERLANDS FINANCE B.V. (as Subordinated VLN Facility Provider) VISTEON FINANCIAL CENTRE P.L.C. (as Master Purchaser) THE LAW DEBENTURE TRUST CORPORATION P.L.C. (as...Facility Agreement • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories
Re: Visteon Hourly Employee Lease Agreement effective October 1, 2005, as amended by Amendment No, 1 dated November 16, 2006 (the “Agreement”) between Visteon Corporation (“Visteon”) and Automotive Components Holdings, LLC (“ACH”)Visteon Corp • March 31st, 2009 • Motor vehicle parts & accessories
This letter is intended to reflect our understanding with respect to certain matters associated with the referenced Agreement, including an additional indemnity to be provided under the referenced Agreement in the event that ACH sub-assigns hourly Leased Employees to Zeledyne, L.L.C. (“Zeledyne”). All terms with initial capitalization used herein have the definitions given in the Agreement, unless otherwise stated herein.
Amendment Number Two to Visteon Salaried Employee Transition AgreementTransition Agreement • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories
The Visteon Salaried Employee Transition Agreement dated as of October 1, 2005 by and between Ford Motor Company, a Delaware corporation, (“Ford”) and Visteon Corporation, a Delaware corporation (“Visteon”) (the “Agreement”), as amended by Amendment Number One to Visteon Salaried Employee Transition Agreement dated effective as of March 1, 2006, (the “Agreement”) is hereby further amended effective as of January 1, 2008 as follows:
AMENDMENT NO. 1 TO VISTEON HOURLY EMPLOYEE LEASE AGREEMENTVisteon Hourly Employee Lease Agreement • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories
This Amendment No. 1 dated November 16, 2006 amends the Visteon Hourly Employee Lease Agreement effective October 1, 2005 (the “Lease Agreement”) between Visteon Corporation, a Delaware corporation (“Visteon”), and Automotive Components Holdings, LLC, a Delaware limited liability company (“ACH”). ACH and Visteon are referred to herein individually as a “Party” and collectively as the “Parties”.
SCHEDULE 2 Form of Amended and Restated Master Receivables Purchase and Servicing Agreement VISTEON UK LIMITED VISTEON DEUTSCHLAND GMBH VISTEON SISTEMAS INTERIORES ESPAÑA, S.L.U. CÁDIZ ELECTRÓNICA, S.A.U. VISTEON PORTUGUESA LTD. VC RECEIVABLES...Master Receivables Purchase and Servicing Agreement • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories • England
FOURTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENTCredit Agreement • March 31st, 2009 • Visteon Corp • Motor vehicle parts & accessories • New York
FOURTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT, dated as of March 31, 2009 (this “Amendment”), among VISTEON CORPORATION, a Delaware corporation (the “Company”), each subsidiary of the Company party hereto as a borrower (together with the Company, each a “Borrower” and, collectively, the “Borrowers”), each other subsidiary of the Company party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent, Issuing Bank and Swingline Lender.
March 31, 2009 Visteon Corporation One Village Center Drive Van Buren Township, Michigan Attn: William Quigley Re: Letter Agreement Ladies and Gentlemen:Visteon Corp • March 31st, 2009 • Motor vehicle parts & accessories • New York
Reference is hereby made to (a) that certain Amended and Restated Credit Agreement, dated as of April 10, 2007 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among Visteon Corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), Citicorp USA, Inc., as syndication agent, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as joint lead arrangers and joint bookrunners and (b) that certain Limited Waiver to the Credit Agreement of even date herewith (the “Waiver”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement or as otherwise indicated.
