Exhibit 10.2
FIRST AMENDMENT
FIRST AMENDMENT, dated as of November 27, 2006 (this "Amendment"), to the
CREDIT AGREEMENT, dated as of June 13, 2006 (as amended, supplemented or
otherwise modified, the "Credit Agreement"), among VISTEON CORPORATION (the
"Company"), 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 (in such capacity, the "Syndication Agent"), JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the "Administrative
Agent"), and X.X. XXXXXX SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as
joint lead arrangers and joint bookrunners (in such capacities, the "Joint Lead
Arrangers"). Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.
WITNESSETH:
WHEREAS, the Company, the Lenders, the Administrative Agent, the
Syndication Agent and the Joint Lead Arrangers are parties to the Credit
Agreement;
WHEREAS, the Company has requested that the Lenders amend certain
provisions of the Credit Agreement in the manner provided for herein;
WHEREAS, the Lenders have consented to the requested amendments but only on
the terms and conditions contained herein;
NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT TO SECTION 2.17 (ADDITIONAL TERM LOANS). Section 2.17
of the Credit Agreement is hereby amended by (a) deleting the reference to
"$100,000,000" and inserting in lieu thereof "$200,000,000," (b) adding the
reference "9.6" after the word "Section" in the proviso of the second sentence
thereof and (c) adding the following proviso at the end of the first sentence
thereof: "provided that in connection with the Incremental Term Loan Amendment
such certificate (a) shall not include a certification with respect to the last
sentence of the representation in Section 3.1(b) and (b) shall include a
certification with respect to the representation in Section 3.2 which
representation for purposes of such certificate shall refer to "September 30,
2006" instead of "December 31, 2005."
SECTION 2. AMENDMENT TO SECTION 1.1 (DEFINITIONS). (a) The defined term
"Foreign Stock Holding Company" in Section 1.1 of the Credit Agreement is hereby
amended by adding the following after the words "any Domestic Subsidiary": "or
any Foreign Subsidiary (it being understood that such Foreign Subsidiary shall
be considered a Domestic Subsidiary for purposes of the Guarantee and Collateral
Agreement and Sections 5.9 and 5.10 of this Agreement)".
(b) The defined term "Foreign Stock Holding Company" is hereby further
amended by adding the following sentence at the end thereof: "It is understood
and agreed that
Foreign Stock Holding Companies shall not be Excluded Foreign Subsidiaries for
purposes of this Agreement."
SECTION 3. AMENDMENTS TO SECTION 6. Section 6 of the Credit Agreement is
hereby amended as follows:
(a) The following is hereby inserted at the end of Section 6.1 of the
Credit Agreement: "(dd) intercompany notes issued by a Foreign Subsidiary in
connection with Permitted Restructuring Transactions so long as (i) if the
Permitted Restructuring Transaction involves a transfer by a Loan Party, such
intercompany note shall be pledged as Collateral pursuant to the Security
Documents and (ii) such note is not issued in respect of any Indebtedness for
borrowed money payable in cash."
(b) The following is hereby inserted at the end of Section 6.7: "(aa)
intercompany Investments made pursuant to a Permitted Restructuring Transaction
to the extent permitted under Section 6.1(dd)."
(c) The following is hereby added at the end of clause (a)(i) in Section
6.15: "and Investments permitted by Section 6.7(aa)".
(d) The following is hereby added at the end of clause (b) in Section 6.15:
"(other than Indebtedness permitted by Section 6.1(dd)."
SECTION 4. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This Amendment
shall become effective on the date (the "First Amendment Effective Date") on
which the following conditions precedent shall have been satisfied (or waived):
(a) First Amendment to Credit Agreement. The Administrative Agent shall
have received counterparts of this Amendment, duly executed and delivered by the
Company and the Required Lenders and acknowledged by each of the other Loan
Parties.
(b) Fees. All expenses required to be paid to the Administrative Agent on
or before the First Amendment Effective Date for which invoices have been
presented shall have been paid.
SECTION 5. REPRESENTATIONS AND WARRANTIES.
(a) No Default. No Default or Event of Default shall have occurred and be
continuing on the First Amendment Effective Date or after giving effect to the
transactions contemplated herein.
(b) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of the First Amendment
Effective Date (after giving effect hereto) as if made on and as of such date
(other than representations and warranties which relate to an earlier date (in
which case such representations and warranties shall be true and accurate in all
material respects on and as of such earlier date); provided, however, that for
purposes of this
2
Amendment (i) the representation made in the last sentence of Section 3.1(b)
shall not be made as of the date hereof and (ii) the representation made in
Section 3.2 shall refer to "September 30, 2006" instead of "December 31, 2005."
SECTION 6. PAYMENT OF EXPENSES. Subject to Section 9.5 of the Credit
Agreement, the Company agrees to pay or reimburse the Administrative Agent for
all of its reasonable documented out-of-pocket costs and expenses incurred in
connection with this Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable documented fees and disbursements of one counsel to
the Administrative Agent.
SECTION 7. CONTINUING EFFECT OF THE CREDIT AGREEMENT. This Amendment shall
not constitute an amendment or waiver of any provision of the Credit Agreement
not expressly referred to herein and shall not be construed as an amendment,
waiver or consent to any further or future action on the part of the Loan
Parties that would require an amendment, waiver or consent of the Lenders or
Administrative Agent. Except as expressly amended hereby, the provisions of the
Credit Agreement are and shall remain in full force and effect. Any reference to
the "Agreement" in the Loan Documents or any related documents shall be deemed
to be a reference to the Credit Agreement as amended by this Amendment.
SECTION 8. COUNTERPARTS. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts (including by
facsimile or PDF delivered by electronic mail), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
SECTION 9. SEVERABILITY. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 10. INTEGRATION. This Amendment and the other Loan Documents
represent the agreement of the Loan Parties, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.
SECTION 11. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 12. INTERCREDITOR AGREEMENT. Each of the parties hereto consents to
the amendment of the Intercreditor Agreement to conform the definition of
"Foreign Stock Holding Company" in the Intercreditor Agreement as such
definition is amended hereby.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
VISTEON CORPORATION
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
JPMORGAN CHASE BANK, N.A. as
Administrative Agent
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
CITICORP USA, INC., as Syndication Agent
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director
4
