AMENDMENT TO INTELLECTUAL
PROPERTY
CONTRIBUTION AGREEMENT
This AMENDMENT
effective October 1, 2005, is among Visteon Corporation, a
Delaware corporation (“ Visteon ”), Visteon
Global Technologies, Inc., a Michigan Corporation (“
VGTI ”), Automotive Components Holdings, Inc.
(formerly VFH Holdings, Inc.), a Delaware corporation, and
Automotive Components Holdings, LLC (formerly VFH Holdings LLC), a
Delaware limited liability company (the “ Company
”).
WHEREAS, Ford
Motor Company, a Delaware corporation (“ Ford ”)
and Visteon are parties to a Master Agreement (the “
Master Agreement ”) dated as of September 12,
2005, as a result of which the parties hereto entered into an
Intellectual Property Contribution Agreement (the “ IP
Contribution Agreement ”) dated October 1, 2005,
wherein Visteon and VGTI contributed to the Company certain
intellectual property assets related to the Business as defined
therein; and
WHEREAS, Visteon,
VGTI, and the Company have agreed to certain modifications and
corrections to the IP Contribution Agreement and its Appendices and
Attachments.
NOW THEREFORE, in
consideration of the above premises and the mutual covenants herein
contained, and for other good and valuable consideration given by
each party hereto to the other, the sufficiency and receipt of
which are hereby acknowledged, the parties hereto, for themselves,
their successors and permitted assigns, intending to be legally
bound, agree as follows:
A. The
definition of “Company Only Products and Technologies”
is amended to read as follows:
“Company
Only Products and Technologies” means the following products
and technologies manufactured only by the Company as of the Closing
Date, for manufacture and sale to any customer, including any
improvements or developments for currently produced products or
those in the current cycle plan for Plants which have passed the
Visteon CDP Gate 2 (or equivalent) approval, except that any such
improvements or developments 1) that are subject to pre-existing
contractual obligations that prevent transfer to Company are not to
be included or 2) that are subject to a joint development agreement
with non-Ford OEM’s, or other suppliers, subject to mutual
agreement of inclusion, or exclusion, between the parties:
Driveshafts, Catalytic Converters, Exhaust System Pipes, Body
Stampings, Stabilizer Bars, Steering Columns, RV Steering Gears,
Steering Pumps, Seat Foam, Wiper Motors, Bumper Fascias, torque
arms, bumper shocks, and cam synchronizers.
B.
The definition of “Non-Core Shared Products and
Technologies” is amended to read as follows:
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