Exhibit 10.2
FIRST AMENDMENT
FIRST AMENDMENT, dated as of January 9, 2006 (this "Amendment"), to
the AMENDED AND RESTATED FIVE-YEAR TERM LOAN CREDIT AGREEMENT, dated as of June
24, 2005 (as further amended, supplemented or otherwise modified, the "Five-Year
Term Loan Agreement"), among VISTEON CORPORATION (the "Borrower"), OASIS
HOLDINGS STATUTORY TRUST (the "Special Purpose Borrower"), the several banks and
other financial institutions or entities from time to time parties to the
Five-Year Term Loan 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").
WITNESSETH:
WHEREAS, the Borrower, the Special Purpose Borrower, the Lenders, the
Administrative Agent, the Syndication Agent and the Joint Lead Arrangers are
parties to the Five-Year Term Loan Agreement;
WHEREAS, in connection with the amendment and restatement of the
Borrower's existing Amended and Restated Five-Year Revolving Loan Credit
Agreement dated as of June 24, 2005, the Borrower has requested that the Lenders
amend the Five-Year Term Loan 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 the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Five-Year Term Loan
Agreement and used herein shall have the meanings given to them in the Five-Year
Term Loan Agreement.
SECTION 2. Amendment to Section 1 (Definitions). (a) Section 1 of the
Credit Agreement is hereby amended by deleting the definition "Amended and
Restated Five-Year Revolving Credit Agreement" in its entirety and inserting in
lieu thereof the following in appropriate alphabetical order:
"Second Amended and Restated Five-Year Credit Agreement" means the
Second Amended and Restated Credit Agreement dated as of January 9, 2006 among
the Company, the several banks from time to time parties thereto, JPMorgan Chase
Bank, N.A., as administrative agent, and Citicorp USA, Inc., as syndication
agent, as amended from time to time.
(b) The definition of "Consolidated EBITDA" in Section 1 of the
Five-Year Term Loan Agreement is hereby amended by (1) deleting clause (g)
therein in its entirety and inserting in lieu thereof the following "(g) an
aggregate amount of up to $34,000,000 for, without duplication, the June 2005
write-off of a receivable from Xxxxxxx & Xxxxxx (net of any reserves taken for
such write-off)," (2) adding "and (j) any one-time non-cash expenses or losses
resulting from the closing of the Outsourcing Initiative;" after clause (i) in
the first half of such definition, (3) deleting the "or" before clause (ii) in
the
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second half of such definition and inserting a comma in lieu thereof and (4)
adding "and (iii) any one-time income or gains from the closing of the
Outsourcing Initiative".
(c) The definition of "Material Adverse Effect" in Section 1 of the
Five-Year Term Loan Agreement is hereby amended by (1) deleting the clause "or
on any subsequent filing on Form" in the first proviso thereof and inserting in
lieu thereof the word "and", (2) deleting the word "and" in the clause "and in
the Confidential Information Memorandum" in the first proviso thereof and
inserting the word "or" in lieu thereof, and (3) deleting the last proviso in
such definition.
(d) Section 1 of the Five-Year Term Loan Agreement is hereby further
amended by deleting the following definitions in their entirety and inserting in
lieu thereof the following:
"Asset Sale" means any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by clauses
(a) through (e), (g), (j) and (k) of Section 7.5) that yields gross proceeds to
any Group Member (valued at the initial principal amount thereof in the case of
non-cash proceeds consisting of notes or other debt securities and valued at
fair market value in the case of other non-cash proceeds) in excess of
$1,000,000.
"Confidential Information Memorandum" means the Confidential
Information Memorandum dated December 2005 and furnished to certain Banks.
"Excluded Entities" means Atlantic Automotive Components, LLC,
GCM/Visteon Automotive Systems, LLC, GCM/Visteon Automotive Leasing, LLC, Toledo
Mold & Die, Inc., AutoNeural Systems, LLC and MIG-Visteon Automotive Systems,
LLC and any other Subsidiary created after the Effective Date in connection with
the establishment of a joint venture with any Person (other than a Group Member)
which Subsidiary is not, and was never, a Wholly Owned Subsidiary.
"Pending Reimbursement" means reimbursements for restructuring charges
taken by the Company which are eligible for reimbursement by Ford pursuant to
the Ford Documentation (with eligibility determined as of the date of delivery
of the Compliance Certificate for the relevant period pursuant to Section
6.2(a)) but which have not yet been reimbursed by Ford as of the last day of the
relevant period; provided that such Pending Reimbursements shall not exceed
$200,000,000 in the aggregate for any period. The compliance certificate
delivered in connection with the relevant financial statements shall include all
information and calculations with respect to the Pending Reimbursements.
(e) Section 1 of the Five-Year Term Loan Agreement is hereby further
amended by adding the following definitions in appropriate alphabetical order:
"Liquidation Subsidiary" means the Immaterial Subsidiary separately
identified to the Administrative Agent and the Banks in writing prior to the
First Amendment Effective Date as the "Liquidation Subsidiary", which Subsidiary
may be liquidated or otherwise become subject to events of the type described in
Section 8.2 after the First Amendment Effective Date or which may be dissolved
after the First Amendment Effective Date.
"Outsourcing Initiative" means collectively (a) any sale or transfer
for fair market value (taking into account the terms and conditions of the
purchase agreement described in clause (b) below) by the Company or any
Subsidiary of Core Assets related to a particular line of business (or a portion
thereof) to any Person; provided that the book value of such Core Assets shall
not exceed $250,000,000, and (b) an agreement by the Company or any Subsidiary
to purchase parts relating to such line of business (or portion thereof) from
such Person.
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"First Amendment" means the First Amendment to this Agreement dated as
of January 9, 2006.
"First Amendment Effective Date" means January 9, 2006.
"Ford Documentation" means the definitive documentation executed in
connection with the Ford Transactions.
"Ford Transactions" means the collective reference to (i) the transfer
of the properties listed on Schedule 1.1(C) and certain associated assets from
the Company to a separate entity that were acquired by Ford, (ii) the
termination of the leasing arrangements for approximately 17,400 Ford-UAW
employees, (iii) the relief by Ford of the Company's liability, including
approximately $1,500,000,000 of previously deferred gains related to Ford-UAW
post-retirement health care and life insurance benefit obligations, for former
assigned employees and retirees and certain salaried retirees in an aggregate
amount of approximately $2,000,000,000, (iv) the transfer of all assets in the
Company UAW Voluntary Employee Beneficiary Association to the Ford-UAW Voluntary
Employee Beneficiary Association, (v) the reimbursement by Ford of up to
$550,000,000 of additional restructuring actions by the Company, (vi) the
payment by Ford of certain transferred inventory based on net book value at the
time of the closing of the Ford Transactions, (vii) the loan by Ford to the
Company in an amount of up to $250,000,000 (it being understood that such loan
was terminated on September 30, 2005) and (viii) the issuance by the Company to
Ford of warrants to purchase 25,000,000 shares of the Company's common stock at
an exercise price of $6.90 per share and (ix) any other transactions described
in the Ford Documentation.
"Pro Forma Balance Sheet" shall have the meaning set forth in Section
[21(d)] of the First Amendment.
(f) Section 1 of the Five-Year Term Loan Agreement is hereby further
amended by deleting the following definitions in their entirety: "Adjusted
Balance Sheet", "Existing Receivables Purchase and Sale Agreements", "Existing
Securitization Facility", "Ford Loan", "Ford Loan Documentation", "MOU", "MOU
Documentation", "MOU Transactions", "MOU Properties" and "Receivables
Intercreditor Agreement".
SECTION 3. Global Amendments. (a) All references in the Five-Year Term
Loan Agreement to "Amended and Restated Five-Year Revolving Credit Agreement"
are hereby deemed to refer to the "Second Amended and Restated Five-Year Credit
Agreement".
(b) After giving effect to the amendments in Section 2 above, all
references in the Five-Year Term Loan Agreement to "MOU Documentation" and "MOU
Transactions" are hereby deemed to refer to "Ford Documentation" and "Ford
Transactions", respectively.
(b) Unless otherwise amended below, all references in the Five-Year
Term Loan Agreement to "Existing Receivables Purchase and Sale Agreements",
"Receivables Purchase and Sale Agreements" and "Existing Securitization
Facility" are hereby deleted in their entirety
(c) Unless otherwise amended below, all references in the Five-Year
Term Loan Agreement to the "Ford Loan" and the "Ford Loan Documentation" are
hereby deleted in their entirety.
(d) All references to "Lender" in the Five-Year Term Loan Agreement
are hereby deemed to refer to "Bank" as such term is defined in the Five-Year
Term Loan Agreement.
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(e) Unless otherwise amended below, all references to the "MOU" in the
Five-Year Term Loan Agreement are hereby deleted in their entirety.
SECTION 4. Amendment to Section 2.13 (Optional and Mandatory
Prepayments). (a) Section 2.13 of the Five-Year Term Loan Agreement is hereby
amended by inserting the following proviso at the end of Section 2.13(d):
"provided that, the first $100,000,000 of aggregate Net Cash Proceeds from any
Asset Sales permitted under Section 7.5(f) shall not be subject to this Section
2.13."
(b) Section 2.13 of the Five-Year Term Loan Agreement is hereby
further amended by deleting the text of Section 2.13(h) in its entirety and
inserting the following in lieu thereof:
"(h) Any such reduction or prepayment shall be made pro rata to the
commitments and loans outstanding under this Agreement and the Second Amended
and Restated Five-Year Credit Agreement. Amounts to be applied in connection
with prepayments and commitment reductions under this Agreement pursuant to the
immediately preceding sentence shall be applied to permanently reduce the Unused
Commitments and thereafter to prepay the Loans outstanding hereunder. Any such
prepayments shall be made first, to Base Rate Loans and, second, to Eurodollar
Loans. Each prepayment of the Loans under this Section 2.13 shall be accompanied
by accrued interest to the date of such prepayment on the amount prepaid."
SECTION 5. Amendment to Section 5.1 (Financial Condition). (a) Section
5.1 of the Five-Year Term Loan Agreement is hereby amended by deleting the text
of Section 5.1(a) in its entirety and inserting the following in lieu thereof:
"(a) The audited consolidated balance sheets of the Company as of
December 31, 2003 and December 31, 2004, and the consolidated statements of
income and of cash flows for the fiscal years of the Company ended on December
31, 2002, December 31, 2003 and December 31, 2004 (in each case as filed with
the United States Securities and Exchange Commission on November 22, 2005),
reported on by and accompanied by an unqualified report with respect to the
financial statements from PricewaterhouseCoopers LLP, present fairly the
consolidated financial condition of the Company as at such dates, and the
consolidated results of its operations and its consolidated cash flows for the
respective fiscal years then ended. All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein). No Group Member has
any material Guarantee Obligations, contingent liabilities and liabilities for
taxes, or any long term leases or unusual forward or long term commitments,
including any interest rate or foreign currency swap or exchange transaction or
other obligation in respect of derivatives that are not reflected in the most
recent financial statements referred to in this paragraph. During the period
from December 31, 2004 to and including the date hereof there has been no
Disposition by any Group Member of any material part of its business or
property, other than in connection with the Ford Transactions."
(b) Section 5.1 of the Five-Year Term Loan Agreement is hereby further
amended by (a) deleting the term "Adjusted Balance Sheet" in Section 5.1(b) and
inserting in lieu thereof "Pro Forma Balance Sheet" and (b) adding the words
"pro forma" after the word estimated in Section 5.1(b).
SECTION 6. Amendment to Section 5.6 (Litigation). Section 5.6 of the
Five-Year Term Loan Agreement is hereby amended by deleting the term "MOU" and
inserting in lieu thereof the term "Ford Documentation."
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SECTION 7. Amendment to Section 5.19 (Security Documents). Section
5.19 of the Five-Year Term Loan Agreement is hereby amended by deleting the
phrase "and the Liens securing the Ford Loan as permitted under Section 7.3(i)."
SECTION 8. Amendment to Section 6.1 (Financial Statements). Section
6.1 of the Five-Year Term Loan Agreement is hereby amended by (a) deleting the
proviso at the end of Section 6.1(b), (b) deleting Section 6.1(c) in its
entirety and (c) deleting the first parenthetical in the last paragraph of such
Section 6.1.
SECTION 9. Amendment to Section 6.2 (Certificates; Other Information).
Section 6.2 of the Five-Year Term Loan Agreement is hereby amended by (a)
deleting the first and second parentheticals in Section 6.2(a) and (b) deleting
Sections 6.2(d) and 6.2(e) in their entirety and inserting "Reserved" in lieu of
each such Section.
SECTION 10. Amendment to Section 6.9 (Additional Collateral). Section
6.9(f) of the Five-Year Term Loan Agreement is hereby amended by deleting the
text of such Section in its entirety and inserting the following in lieu
thereof:
To the extent not delivered on or prior to the First Amendment
Effective Date, within 30 days of the First Amendment Effective Date (or, to the
extent necessary, such later date as agreed to by the Collateral Agent), deliver
to the Collateral Agent the certificates listed on Schedule 6.9(f) representing
the Capital Stock of Foreign Subsidiaries which have been pledged to the
Collateral Agent, for the benefit of the Bank Facilities Secured Parties,
pursuant to the Guarantee and Collateral Agreement, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the
relevant Group Member.
SECTION 11. Amendment to Section 7.1 (Consolidated Leverage Ratio).
Section 7.1 of the Five-Year Term Loan Agreement is hereby amended by deleting
the text of such Section in its entirety and inserting in lieu thereof the
following:
7.1 CONSOLIDATED LEVERAGE RATIO. Permit the Consolidated Leverage
Ratio as at the end of any fiscal quarter set forth below to exceed the ratio
set forth opposite such fiscal quarter:
FISCAL QUARTER(S) CONSOLIDATED LEVERAGE RATIO
----------------- ---------------------------
12/31/05 4.75 to 1.00
3/31/06 4.75 to 1.00
6/30/06 5.25 to 1.00
9/30/06 4.25 to 1.00
12/31/06 3.00 to 1.00
3/31/07 2.75 to 1.00
6/30/07 2.50 to 1.00
SECTION 12. Amendments to Section 7.2 (Indebtedness). Section 7.2 of
the Five-Year Term Loan Agreement is hereby amended by (a) deleting
"$80,000,000" in Section 7.2(d) and inserting in lieu thereof "$100,000,000",
(b) deleting the text of Section 7.2(f) and inserting "Reserved" in lieu
thereof, (c) adding the phrase "which is either unsecured or" before the word
"secured" in Section 7.2(k) and (d) inserting the word "and" at the end of
Section 7.2(p) and adding the following new subsection at the end of such
Section:
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"(q) Capital Lease Obligations of the Company or any of its Domestic
Subsidiaries related to property located in the United States in an aggregate
amount not to exceed $40,000,000."
SECTION 13. Amendments to Section 7.3 (Liens). Section 7.3 of the
Five-Year Term Loan Agreement is hereby amended by (a) deleting the text of
Section 7.3(i) in its entirety and inserting "Reserved" in lieu thereof and (b)
deleting the language in Section 7.3(j) which reads "and in any event Liens on
the receivables, any related security and other securitization assets set forth
in the Receivables Intercreditor Agreement which are subject to Liens pursuant
to the Existing Receivables Purchase and Sale Agreements."
SECTION 14. Amendment to Section 7.4 (Fundamental Changes). Section
7.4 of the Five-Year Term Loan Agreement is hereby amended by adding the
following new subsection at the end of such Section:
"(e) any Subsidiary (including the Liquidation Subsidiary) may be
dissolved or liquidated so long as any Dispositions in connection with any such
liquidation or dissolution are permitted under Section 7.4(c)."
SECTION 15. Amendments to Section 7.5 (Disposition of Property).
Section 7.5 of the Five-Year Term Loan Agreement is hereby amended by (a)
deleting the language in Section 7.5(i) which reads "and in any event the sale
of receivables, any related security and other securitization assets set forth
in the Receivables Intercreditor Agreement which are subject to the Existing
Receivables Purchase and Sale Agreements", and (b) adding the following new
subsections at the end of such Section:
"(j) any sale or disposition of assets pursuant to the Outsourcing
Initiative; and
(k) Dispositions of the assets of the Liquidation Subsidiary in
connection with the liquidation or dissolution of such Liquidation Subsidiary or
in connection with any proceeding of the type described in Section 8.2 so long
as the net cash proceeds of such Disposition are used to pay liabilities of such
Liquidation Subsidiary."
SECTION 16. Amendments to Section 7.6 (Restricted Payments). Section
7.6 of the Five-Year Term Loan Agreement is hereby amended by deleting the first
and third references to the term "MOU" in Section 7.6(c) and inserting the term
"Ford Documentation" in lieu thereof.
SECTION 17. Amendments to Section 7.8 (Investments). Section 7.8 of
the Five-Year Term Loan Agreement is hereby amended by (a) deleting the term
"MOU" in the parenthetical in Section 7.8(k) and inserting the term "Ford
Documentation" in lieu thereof and (b) deleting the last paragraph thereof.
SECTION 18. Amendments to Section 7.16 (Modifications to the MOU; Ford
Loan). Section 7.16 of the Five-Year Term Loan Agreement is hereby amended by
deleting such Section in its entirety and inserting in lieu thereof the
following:
"7.16 Modifications to the Ford Documentation. Amend, modify, waive or
otherwise change, or consent or agree to any amendment, modification, waiver or
other change to any of the terms of the Ford Documentation to the extent that
such amendment, modification, waiver or change would have a Material Adverse
Effect."
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SECTION 19. Amendments to Section 8 (Default). (a) Section 8 is hereby
amended by adding the Section reference "(d)" after the semi-colon at the end of
the second proviso in Section 8(c) and re-lettering the remaining Section
references accordingly.
(b) Section 8(f) (after giving effect to the re-lettering pursuant to
clause (a) above) of the Five-Year Term Loan Agreement is hereby amended by (a)
deleting the reference to "this paragraph (e)" therein and replacing it with
"this paragraph (f)", and (b) inserting the following at the end thereof:
"and provided further, that this Section 8.1(f) shall not apply to
intercompany Indebtedness of an Immaterial Subsidiary;"
SECTION 20. Amendments to Schedules. (a) Schedule 1.1(B) is hereby
deleted in its entirety and replaced with Schedule 1.1(B) attached hereto
reflecting the Mortgaged Properties remaining after the transfer of the MOU
Properties to Ford.
(b) Schedule 6.9(f) attached hereto is hereby added as a schedule to
the Five-Year Term Loan Agreement.
(c) Schedule 6.10(a) is hereby deleted in its entirety and replaced
with Schedule 6.10(a) attached hereto.
SECTION 21. 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:
(a) First Amendment. The Administrative Agent shall have received (i)
this Amendment, executed and delivered by the Administrative Agent, the Company,
and the Required Banks and (ii) an acknowledgment and confirmation that the
Guarantee and Collateral Agreement is in full force and effect, executed and
delivered by the Company and each Subsidiary Guarantor.
(b) Second Amended and Restated Five-Year Credit Agreement. The
Administrative Agent, the Required Banks (as defined in the Amended and Restated
Five-Year Revolving Credit Agreement) and each relevant Loan Party shall have
executed and delivered the Second Amended and Restated Five-Year Credit
Agreement in form and substance satisfactory to the Arrangers.
(c) Financial Statements. The Company shall have delivered
satisfactory unaudited financial statements for each quarterly period ended
subsequent to the date of the latest financial statements delivered pursuant to
Section 6.1 of the Five-Year Term Loan Agreement as to which such financial
statements are available.
(d) Projections; Balance Sheet. The Company shall have delivered (i)
updated quarterly projections for the fourth quarter of fiscal year 2005,
quarterly projections for fiscal year 2006 and annual projections for fiscal
year 2007, in each case in form and substance reasonably satisfactory to the
Arrangers (the "Projections") (it being understood that such Projections are
based on assumptions and estimates developed by the Company in good faith and
management believes such assumptions to be reasonable as of the date they were
prepared) and (ii) a balance sheet of the Company and its Subsidiaries (the "Pro
Forma Balance Sheet") as of September 30, 2005, adjusted to give effect to the
consummation of the Ford Transactions as if such transactions had been
consummated on such date and such balance sheet shall not be inconsistent in any
material respect with the information delivered to the Banks prior to the First
Amendment Effective Date.
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(e) Approvals. All governmental and third party approvals necessary
or, as reasonably determined by the Administrative Agent and the Company,
advisable in connection with the financing contemplated hereby and the
continuing operations of the Company and its Subsidiaries shall have been
obtained and be in full force and effect.
(f) Fees. The Banks, the Administrative Agent and the Arrangers shall
have received all fees required to be paid, and all expenses for which invoices
have been presented prior to the First Amendment Effective Date (including the
reasonable fees and expenses of legal counsel), on or before the First Amendment
Effective Date.
(g) Closing Certificate; Certified Certificate of Incorporation; Good
Standing Certificates. The Administrative Agent shall have received (i) a
certificate of each Loan Party, dated the Effective Date, substantially in the
form of Exhibit H to the Five-Year Term Loan Agreement, with appropriate
insertions and attachments, including the certificate of incorporation of each
Loan Party that is a corporation certified by the relevant authority of the
jurisdiction of organization of such Loan Party, and (ii) a good standing
certificate for each Loan Party from its jurisdiction of organization; provided
that such good standing certificate shall not be required for LTD Parts,
Incorporated until the date which is 30 days following the Effective Date.
(h) Legal Opinions. The Administrative Agent shall have received the
following executed legal opinions:
(i) the legal opinion of Xxxxxxxxx Xxxxxx PLLC, counsel to the
Company and its Subsidiaries, substantially in the form of Exhibit H-1 attached
hereto;
(ii) the legal opinion of Xxxxxxx Xxxx LLP, New York counsel to
the Company and its Subsidiaries, substantially in the form of Exhibit H-2
attached hereto; and
(iii) the legal opinion of local counsel in each of Alabama and
Indiana and of such other special and local counsel as may be required by the
Administrative Agent.
Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.
(i) Solvency Certificate. The Administrative Agent shall have received
a solvency certificate dated as of the Effective Date, substantially in the form
of Exhibit I attached hereto, executed by the chief financial officer of the
Company.
(j) Mortgages, etc. The Collateral Agent shall have received in
respect of each Mortgaged Property an endorsement to each title insurance policy
covering such Mortgaged Property which redates such title insurance policies to
the date hereof.
SECTION 22. Payment of Expenses. The Borrower agrees to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with this Amendment and any other documents
prepared in connection herewith, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.
SECTION 23. Miscellaneous.
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(a) Effect. Except as expressly amended hereby, all of the
representations, warranties, terms, covenants and conditions of the Loan
Documents shall remain unamended and not waived and shall continue to be in full
force and effect.
(b) Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent.
(c) 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.
(d) Integration. This Amendment and the other Loan Documents represent
the agreement of the Loan Parties and the Lenders with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Lenders relative to the subject matter hereof not expressly
set forth or referred to herein or in the other Loan Documents.
(e) 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 LAWS OF THE STATE OF NEW YORK.
SECTION 24. Amendment to Section 6.10 (Post-Closing Matters). Section
6.10 is hereby amended by adding the following clause (f).
"(f) If not delivered on or prior to the First Amendment Effective
Date, within 30 days of the First Amendment Effective Date, (a) cause LTD Parts,
Incorporated to be in good standing in its jurisdiction of organization and
deliver to the Administrative Agent a good standing certificate for such
corporation from such jurisdiction and (b) deliver to the Administrative Agent
an Acknowledgement and Consent in the form attached to the Guarantee and
Collateral Agreement, executed and delivered by each Issuer (as defined
therein), if any, that is not a Loan Party."
[Balance of Page Intentionally Blank]
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. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President,
Chief Financial Officer and
Acting Treasurer
OASIS HOLDINGS STATUTORY TRUST,
By: U.S. Bank National Association
as Trustee
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
----------------------------------
Title: Officer
---------------------------------
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
CITICORP USA, INC., as Syndication Agent
and as a Lender
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
----------------------------------
Title: Managing Director
---------------------------------
