Exhibit 10.3
FIRST AMENDMENT TO CREDIT AGREEMENT
AND CONSENT
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 27, 2006 (this
"Amendment"), among VISTEON CORPORATION, a Delaware corporation (the "Company"),
each subsidiary of the Company party hereto (together with the Company, each a
"Borrower" and, collectively, the "Borrowers"), the Lenders party hereto, and
JPMORGAN CHASE BANK, N.A. ("JPMorgan"), as Administrative Agent, Issuing Bank
and Swingline Lender.
WITNESSETH:
WHEREAS the Borrowers, the Lenders party thereto, and JPMorgan, as
Administrative Agent, Issuing Bank and Swingline Lender, have entered into that
certain Credit Agreement, dated as of August 14, 2006 (the "Credit Agreement";
capitalized terms used herein but not otherwise defined herein shall have the
meanings given such terms in the Credit Agreement);
WHEREAS the Borrowers have requested that the Lenders and the
Administrative Agent amend certain provisions of the Credit Agreement, and the
Lenders and the Administrative Agent are willing to so amend the Credit
Agreement on the terms and subject to the conditions set forth herein; and
WHEREAS the Borrowers have requested that the Lenders, for the avoidance of
doubt, consent to certain amendments to the Term Loan Facility, and the Lenders
are willing to consent to such amendments on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENTS
Section 1.1 Amendment to Section 1.01. (a) The defined term "Foreign Stock
Holding Company" in Section 1.01 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 Security Agreement and Section 5.15 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 1.2 Amendments to Article V. Article V of the Credit Agreement is
hereby amended as follows:
(a) Section 5.14(b) of the Credit Agreement is hereby amended by (i)
adding the following after the words "entitled to vote (within the meaning of
Treas. Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary" in clause (ii):
"(other than a Foreign Stock Holding
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
Company)" and (ii) adding the following after the words "directly owned by such
Borrower in each Foreign Subsidiary" in clause (iii): "(other than a Foreign
Stock Holding Company)".
(b) The following is hereby added at the end of Section 5.14: "(l)
Each Lender hereby authorizes the Administrative Agent, without further
authorization, to execute, deliver and/or accept any Security Document, or any
joinder to any Security Document, for the purpose of granting a lien in property
of any Borrower or of joining any Borrower thereto."
Section 1.3 Amendment to Article VI. Article VI of the Credit Agreement is
hereby amended as follows:
(a) Section 6.01(b) of the Credit Agreement is hereby amended by
deleting the reference to "$900,000,000" and inserting in lieu thereof
"$1,000,000,000".
(b) The following is hereby added at the end of Section 6.01: "(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 Borrower, such intercompany note shall be
pledged as Collateral pursuant to the Security Documents (subject to the terms
of the Intercreditor Agreement) and (ii) such note is not issued in respect of
any Indebtedness for borrowed money payable in cash."
(c) The following is hereby added at the end of Section 6.07: "(aa)
intercompany Investments made pursuant to a Permitted Restructuring Transaction
to the extent permitted under Section 6.01(dd)."
(d) The following is hereby added at the end of clause (a)(i) in
Section 6.15: "and Investments permitted by Section 6.07(aa),".
(e) The following is hereby added at the end of clause (b) in Section
6.15: "(other than Indebtedness permitted by Section 6.01(dd));".
Section 1.4 Amendment to Article 7. Article 7 of the Credit Agreement is
hereby amended by deleting each reference to "clause (f)" in clause (g) thereof
and inserting in lieu thereof "clause (g)".
ARTICLE II
CONSENT
The Lenders hereby consent to each of (i) the amendment of the Term Loan
Facility in substantially the form of Exhibit I hereto, (ii) the amendment of
the Term Loan Facility in substantially the form of Exhibit II hereto, and (iii)
the amendment of the Intercreditor Agreement to substantially conform the
definition of "Foreign Stock Holding Company" contained therein to the
definition as amended hereby and by the Term Loan Facility amendments referred
to above.
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FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
ARTICLE III
CONDITIONS TO CLOSING
The effectiveness of this Amendment is subject to the satisfaction of the
following conditions:
(a) First Amendment. The Borrowers, the Administrative Agent and the
Required Lenders shall have delivered a duly executed counterpart of this
Amendment to the Administrative Agent.
(b) Administrative Agent Fees and Expenses. The Borrowers shall have
paid all fees and expenses then payable pursuant to Section 4.8 hereof or any
other Loan Document with respect to this Amendment.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Administrative
Agent or any Lender under the Loan Documents, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Loan Documents, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrowers to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Loan Documents in similar
or different circumstances. This Amendment is a Loan Document executed pursuant
to the Credit Agreement and shall be construed, administered and applied in
accordance with the terms and provisions thereof.
Section 4.2 No Representations by Lenders or Administrative Agent. The
Borrowers hereby acknowledge that they have not relied on any representation,
written or oral, express or implied, by any Lender or the Administrative Agent,
other than those expressly contained herein, in entering into this Amendment.
Section 4.3 Representations of the Borrowers. Each Borrower represents and
warrants to the Administrative Agent and the Lenders that (a) the
representations and warranties set forth in the Loan Documents (including with
respect to this Agreement and the Credit Agreement as amended hereby) are true
and correct in all material respects on and as of the date hereof with the same
effect as though made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date, in which
event such representations and warranties were true and correct in all material
respects as of such date, and (b) no Default or Event of Default has occurred
and is continuing.
Section 4.4 Successors and Assigns. This Amendment shall be binding upon
the parties hereto and their respective successors and assigns and shall inure
to the benefit of the parties hereto and the successors and assigns of the
Lenders and the Administrative Agent.
Section 4.5 Headings; Entire Agreement. The headings and captions hereunder
are for convenience only and shall not affect the interpretation or construction
of this
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FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
Amendment. This Agreement contains the entire understanding of the parties
hereto with regard to the subject matter contained herein.
Section 4.6 Severability. The provisions of this Amendment are intended to
be severable. If for any reason any provision of this Amendment shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.
Section 4.7 Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any such
counterpart. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.
Section 4.8 Costs and Expenses. Subject to the terms set forth in Section
9.03 of the Credit Agreement, the Borrowers agree, jointly and severally, to
reimburse the Administrative Agent for reasonable, documented out of pocket
expenses incurred by the Administrative Agent and its Affiliates, including the
reasonable documented fees and other reasonable charges and disbursements of one
counsel for the Administrative Agent (and such other local and foreign counsel
as shall be reasonably required), in connection with this Amendment.
Section 4.9 Governing Law. The whole of this Amendment and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of New York, but giving effect to
federal laws applicable to national banks.
[Remainder of this page is intentionally left blank.]
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FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered as of the date first above written.
BORROWERS:
VISTEON CORPORATION
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
ARS, INC.
By /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
FAIRLANE HOLDINGS, INC.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
HALLA CLIMATE SYSTEMS ALABAMA CORP.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
INFINITIVE SPEECH SYSTEMS CORP.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
LTD PARTS, INCORPORATED
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
SUNGLAS, LLC
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VC AVIATION SERVICES, LLC
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VC REGIONAL ASSEMBLY & MANUFACTURING,
LLC
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON AC HOLDINGS CORP.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON ASIA HOLDINGS, INC.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
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FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
VISTEON AUTOMOTIVE HOLDINGS, LLC
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON CLIMATE CONTROL SYSTEMS LIMITED
By /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
VISTEON DOMESTIC HOLDINGS, LLC
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON EUROPEAN HOLDINGS CORPORATION
By /s/ Brain X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON GLOBAL TECHNOLOGIES, INC.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON GLOBAL TREASURY, INC.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
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FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
VISTEON HOLDINGS, LLC
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON INTERNATIONAL BUSINESS
DEVELOPMENT, INC.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON INTERNATIONAL HOLDINGS, INC.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON LA HOLDINGS CORP.
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON SYSTEMS, LLC
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
VISTEON TECHNOLOGIES, LLC
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
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FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
TYLER ROAD INVESTMENTS, LLC
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
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FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
JPMORGAN CHASE BANK, N.A.
as Administrative Agent, Swingline
Lender, Issuing Bank, and Lender
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
CITICORP USA, INC.
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
THE BANK OF NOVA SCOTIA
By: /s/ X. X. Xxxxxx
------------------------------------
Name: X. X. Xxxxxx
Title: Assistant Agent
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
WACHOVIA CAPITAL FINANCE
CORPORATION (CENTRAL)
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
CREDIT SUISSE, CAYMAN ISLANDS
BRANCH
By: /s/ Xxxx X'Xxxx
------------------------------------
Name: Xxxx X'Xxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Associate
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
XXXXX FARGO FOOTHILL, LLC, as a Lender
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
BANK OF AMERICA, NA
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxx Xxxxxx
------------------------------------
Name: Xxx Xxxxxx
Title: Vice President
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
SUMITOMO MITSUI BANKING
CORPORATION, as a Lender
By: /s/ Xxxxxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Joint General Manager
FIRST AMENDMENT
TO VISTEON CREDIT AGREEMENT
AND CONSENT
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
