THIRD AMENDMENT TO MASTER
SERVICES AGREEMENT
This THIRD
AMENDMENT TO MASTER SERVICES AGREEMENT, dated as of August 14,
2008 (this “ Third MSA Amendment ”) is made by
and between VISTEON CORPORATION, a Delaware corporation (“
Visteon ”) and AUTOMOTIVE COMPONENTS HOLDINGS, LLC, a
Delaware limited liability company (“ ACH LLC ”,
and collectively with its Subsidiaries, “ ACH
”). Visteon and ACH are each individually referred to herein
as a “ Party ,” and collectively, as the “
Parties .”
WHEREAS, Visteon
Corporation, a Delaware corporation (“ Visteon
”) and Automotive Components Holdings, LLC, a Delaware
limited liability company (“ ACH ”) have entered
into that Master Services Agreement dated September 30, 2005,
as amended by that First Amendment to the Master Services Agreement
dated April 24, 2006 and that Second Amendment to Master
Services Agreement dated June 7, 2007 (the “ Master
Services Agreement ”), which establishes the terms and
conditions pursuant to which Visteon provides or will provide
certain Services to ACH, Ford and certain ACH Buyers (as defined in
the Master Services Agreement).
WHEREAS, Visteon
and ACH wish to amend the Master Services Agreement on the terms
and subject to the conditions set forth herein;
NOW, THEREFORE, in
consideration of the covenants and agreements set forth in this
Third MSA Amendment, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Visteon
and ACH agree as follows:
1.
Term . Notwithstanding anything to the contrary in the
Master Services Agreement,
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a.
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The
Extended Term of the Master Services Agreement is hereby extended,
effective as of the date of this Third MSA Amendment, for twelve
(12) months from December 31, 2009, so that the Master
Services Agreement will expire at 12:01 a.m. January 1,
2011, unless earlier terminated in accordance with its
terms;
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b.
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The
5% mark-up contemplated in Section 5.1(a) of the Master
Services Agreement shall continue to apply to Service Fees during
the Extended Term as extended herein, but there shall be no
additional mark-up or increase in such 5% mark-up as it relates to
ACH during such Extended Term; however, nothing in this provision
amends or modifies Section 5.1(b) of the Master Services
Agreement.
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c.
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Upon the expiration o
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