CONTRIBUTION AGREEMENT

Contribution Agreement

You are currently viewing:

This Contribution Agreement involves

FORD MOTOR CO

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: CONTRIBUTION AGREEMENT
Governing Law: Michigan Date: 9/16/2005
Industry: Auto and Truck Manufacturers Law Firm: Weil, Gotshal & Manges LLP Sector: Consumer Cyclical

CONTRIBUTION AGREEMENT, Parties: ford motor co

<PAGE>

Exhibit 10.2

CONTRIBUTION AGREEMENT

dated as of

September 12, 2005

between

VISTEON CORPORATION

and

VFH HOLDINGS, INC.

<PAGE>

TABLE OF CONTENTS

<TABLE>

PAGE

----

<S> <C>

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions............................................. 2

Section 1.02. Other Definitional and Interpretative Provisions........ 11

ARTICLE 2

CONTRIBUTION

Section 2.01. Contribution............................................ 12

Section 2.02. Excluded Assets......................................... 15

Section 2.03. Assumed Liabilities..................................... 17

Section 2.04. Visteon Retained Liabilities............................ 17

Section 2.05. Transfer or Assignment of Contributed Contracts and

Rights.................................................. 20

Section 2.06. Closing................................................. 20

Section 2.07. Deliveries at Closing................................... 21

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF VISTEON

Section 3.01. Corporate Existence and Power........................... 23

Section 3.02. Corporate Authorization................................. 23

Section 3.03. Governmental Authorization.............................. 24

Section 3.04. Noncontravention........................................ 24

Section 3.05. Statement of Assets; Financial Statements............... 24

Section 3.06. Absence of Certain Changes.............................. 25

Section 3.07. Material Contracts...................................... 26

Section 3.08. Litigation.............................................. 28

Section 3.09. Compliance with Laws and Court Orders................... 28

Section 3.10. Properties.............................................. 28

Section 3.11. Sufficiency of and Title to the Contributed Assets...... 29

Section 3.12. Products................................................ 30

Section 3.13. Intellectual Property................................... 30

Section 3.14. Customs................................................. 32

Section 3.15. Licenses and Permits.................................... 32

Section 3.16. Inventories............................................. 33

Section 3.17. Taxes................................................... 33

Section 3.18. ERISA Representations................................... 33

Section 3.19. Employees............................................... 35

Section 3.20. Labor Matters........................................... 35

Section 3.21. Environmental Compliance................................ 36

</TABLE>

<PAGE>

<TABLE>

PAGE

----

<S> <C>

Section 3.22. Finders' Fees........................................... 37

Section 3.23. No Other Representations or Warranties.................. 38

ARTICLE 4

COVENANTS OF VISTEON

Section 4.01. Conduct of the Business................................. 38

Section 4.02. Formation of Company Subsidiaries Prior to Closing...... 41

Section 4.03. Delivery of Final Statement of Assets................... 41

Section 4.04. Confidentiality......................................... 41

Section 4.05. Notices of Certain Events............................... 41

Section 4.06. Employee Matters........................................ 42

Section 4.07. Title Insurance and Surveys............................. 42

ARTICLE 5

COVENANTS OF THE COMPANY AND VISTEON

Section 5.01. Commercially Reasonable Efforts; Further Assurances..... 43

Section 5.02. Certain Filings......................................... 43

Section 5.03. Software License Fees................................... 43

Section 5.04. Access after Closing.................................... 44

Section 5.05. Public Announcements.................................... 45

Section 5.06. Salaried Employee Leasing............................... 45

Section 5.07. Mexican Assets.......................................... 45

Section 5.08. Agreement with respect to Certain Shared-Use Offsite

Tooling................................................. 46

ARTICLE 6

TAX MATTERS

Section 6.01. Allocation of Consideration............................. 46

Section 6.02. Filing of Returns and Payment of Taxes.................. 47

Section 6.03. Refunds and Credits..................................... 47

Section 6.04. Property Taxes.......................................... 48

Section 6.05. Transfer Taxes.......................................... 48

Section 6.06. Cooperation............................................. 48

ARTICLE 7

CONDITIONS TO CLOSING

Section 7.01. Conditions to Obligations of the Company and Visteon.... 49

Section 7.02. Conditions to Obligation of the Company................. 49

Section 7.03. Condition to Obligation of Visteon...................... 51

</TABLE>

<PAGE>

<TABLE>

PAGE

----

<S> <C>

ARTICLE 8

SURVIVAL; INDEMNIFICATION

Section 8.01. Survival................................................ 51

Section 8.02. Indemnification......................................... 51

Section 8.03. Procedures.............................................. 52

Section 8.04. Mitigation.............................................. 54

Section 8.05. Calculation of Losses................................... 54

Section 8.06. No Consequential Damages................................ 55

Section 8.07. Exclusive Remedy........................................ 55

Section 8.08. No Double Recovery...................................... 55

ARTICLE 9

TERMINATION

Section 9.01. Grounds for Termination................................. 56

Section 9.02. Effect of Termination................................... 56

ARTICLE 10

MISCELLANEOUS

Section 10.01. Notices................................................. 57

Section 10.02. Amendments and Waivers.................................. 58

Section 10.03. Expenses................................................ 59

Section 10.04. Successors and Assigns.................................. 59

Section 10.05. Governing Law........................................... 59

Section 10.06. Dispute Resolution...................................... 59

Section 10.07. Jurisdiction............................................ 60

Section 10.08. WAIVER OF JURY TRIAL.................................... 61

Section 10.09. Counterparts; Effectiveness; Third Party Beneficiaries.. 61

Section 10.10. Entire Agreement........................................ 61

Section 10.11. Bulk Sales Laws......................................... 61

Section 10.12. Severability............................................ 61

Section 10.13. Specific Performance.................................... 61

</TABLE>

Exhibit A Assignment and Assumption Agreement

Exhibit B Bill of Sale

Exhibit C Company-Visteon Purchase and Supply Agreement

Exhibit D Intellectual Property Contribution Agreement

Exhibit E Master Services Agreement

Exhibit F Mexico Asset Purchase Agreements

Exhibit G Software License and Contribution Agreement

Exhibit H Visteon-Company Purchase and Supply Agreement

Exhibit I Visteon Hourly Employee Lease Agreement

Exhibit J Visteon Salaried Employee Lease Agreement

Exhibit K VPAC Agreement

Exhibit L VTC Agreement

iii

<PAGE>

CONTRIBUTION AGREEMENT

CONTRIBUTION AGREEMENT (this "AGREEMENT") dated as of September 12, 2005

between Visteon Corporation, a Delaware corporation ("VISTEON"), and VFH

Holdings, Inc., a Delaware corporation (the "COMPANY").

WITNESSETH:

WHEREAS, Visteon and its Affiliates (as defined below) conduct the Business

(as defined below);

WHEREAS, Visteon formed the Company pursuant to the Delaware General

Corporation Law by filing the Certificate of Incorporation of the Company with

the office of the Secretary of State of the State of Delaware on July 15, 2005;

WHEREAS, Ford Motor Company, a Delaware corporation ("FORD"), and Visteon

are parties to a Master Agreement (the "MASTER AGREEMENT") dated as of the date

hereof pursuant to which, among other things, Visteon has agreed to enter into

this Agreement with the Company and to consummate, subject to the terms and

conditions set forth herein, the contribution of certain assets related to the

Business as set forth herein to one or more newly-formed, wholly-owned

Subsidiaries of the Company and the assumption by the Company of certain

liabilities related to the Business as set forth herein; and

WHEREAS, Ford and Visteon have entered into, concurrently with the

execution and delivery of this Agreement by Visteon and the Company, (i) a

Visteon "B" Purchase Agreement (the "VISTEON "B" PURCHASE AGREEMENT") pursuant

to which, among other things, Visteon has agreed to sell to Ford, and Ford has

agreed to purchase from Visteon, on the day following the Closing Date (as

defined below), all of the issued and outstanding shares of common stock of the

Company (which shares may be held in a trust of which Ford or a Subsidiary of

Ford is beneficiary) subject to the terms and conditions set forth therein and

(ii) a Visteon "A" Transaction Agreement (the "VISTEON "A" TRANSACTION

AGREEMENT") pursuant to which, among other things, and subject to the terms and

conditions set forth therein Ford has agreed to provide financial assistance to

Visteon in connection with the restructuring of its businesses, Visteon has

agreed to issue to Ford a Warrant to purchase shares of common stock, par value

$1.00 per share, of Visteon, and Ford and Visteon have agreed to enter into

certain commercial arrangements or to make certain modifications to existing

commercial arrangements between Ford and Visteon.

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

<PAGE>

hereby acknowledged, the parties hereto, intending to be legally bound, hereby

agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. (a) The following terms, as used herein, have

the following meanings:

"AFFILIATE" means, with respect to any Person, any other Person directly or

indirectly controlling, controlled by, or under common control with such other

Person. For the purpose of this definition, the term "control" (including, with

correlative meanings, the terms "controlling", "controlled by" and "under common

control with"), as used with respect to any Person, means having the right to

elect a majority of the board of directors or other comparable body responsible

for management and direction of a Person, or otherwise having, directly or

indirectly, the power to direct or cause the direction of the management and

policies of such Person, by contract or by virtue of share ownership. For the

avoidance of doubt, from and after the consummation of the closing under the

Visteon "B" Purchase Agreement, Ford shall be deemed to be an Affiliate of the

Company.

"ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and Assumption

Agreement substantially in the form of Exhibit A hereto.

"ASSUMED ENVIRONMENTAL LIABILITIES" has the meaning ascribed to such term

in the Visteon "B" Purchase Agreement.

"BILL OF SALE" means the Bill of Sale substantially in the form of Exhibit

B hereto.

"BUSINESS" means the operations (including assembly, manufacturing,

engineering, testing, technical, product development, independent aftermarket,

service, sales and administrative operations) conducted by Visteon and its

Affiliates at the Plants, together with all assets and properties listed on

Schedule 2.01(ii)(B) associated with the engineering, testing, technical,

product development, sales and administrative operations that primarily support

the operations conducted by Visteon and its Affiliates at the Plants; provided

that the operations at the Visteon Technical Center and the Visteon Product

Assurance Center in Dearborn, Michigan shall only be included in the Business to

the extent that they support the operations at the other Plants.

<PAGE>

"BUSINESS DAY" means a day, other than Saturday, Sunday or other day on

which commercial banks in Detroit, Michigan are authorized or required by law to

close.

"CERCLA" means the Comprehensive Environmental Response, Compensation and

Liability Act of 1980, as amended, and any rules or regulations promulgated

thereunder.

"CLOSING DATE" means the date of the Closing.

"COFECO" means the Comision Federal de Competencia (Federal Antitrust

Commission) of Mexico.

"COMPANY-VISTEON PURCHASE AND SUPPLY AGREEMENT" means the Purchase and

Supply Agreement Regarding Sales of Components from VFH Holdings, LLC to Visteon

substantially in the form of Exhibit C hereto.

"CONFIDENTIALITY AGREEMENT" means the Confidentiality Agreement between

Ford and Visteon dated October 1, 2004, as extended.

"CONTRIBUTION AGREEMENT TRANSACTION DOCUMENTS" means:

(i) this Agreement;

(ii) the Assignment and Assumption Agreement;

(iii) the Bill of Sale;

(iv) the Company-Visteon Purchase and Supply Agreement;

(v) the Intellectual Property Contribution Agreement;

(vi) the Master Services Agreement;

(vii) the Mexico Asset Purchase Agreements;

(viii) the Software License and Contribution Agreement;

(ix) the Visteon-Company Purchase and Supply Agreement;

(x) the Visteon Hourly Employee Lease Agreement;

(xi) the Visteon Salaried Employee Lease Agreement;

(xii) the VPAC Agreement;

(xiii) the VTC Agreement; and

<PAGE>

(xiv) any and all other agreements and documents required to be

delivered by any party hereto prior to or at Closing pursuant to the terms

of this Agreement.

"DISCLOSURE SCHEDULE" means the disclosure schedule delivered by Visteon to

the Company on the date hereof as attached hereto.

"ENVIRONMENTAL LAWS" means any federal, state, local or foreign law

(including common law), treaty, judicial decision, regulation, rule, judgment,

order, decree, injunction, permit or governmental restriction or any agreement

with any Governmental Authority or other third party, whether now or hereafter

in effect, relating to the environment, human health and safety or to

pollutants, contaminants, wastes or chemicals or any toxic, radioactive,

ignitable, corrosive, reactive or otherwise hazardous substances, wastes or

materials.

"ENVIRONMENTAL LIABILITIES" means any and all Liabilities arising in

connection with or in any way relating to the Business (as currently or

previously conducted), the Contributed Assets or any activities or operations

occurring or conducted at the Contributed Real Property (including offsite

disposal), which (i) arise under or relate to any Environmental Law and (ii)

relate to actions occurring or conditions existing on or prior to the Closing

Date (including any matter disclosed or required to be disclosed in Section 3.21

of the Disclosure Schedule).

"ENVIRONMENTAL PERMITS" means all permits, licenses, franchises,

certificates, approvals and other similar authorizations of Governmental

Authorities relating to or required by Environmental Laws and affecting, or

relating in any way to, the Business.

"ERISA AFFILIATE" of any entity means any other entity which, together with

such entity, would be treated as a single employer under Section 414 of the

Code.

"GAAP" means generally accepted accounting principles in the United States.

"GOVERNMENTAL AUTHORITY" means any court, administrative agency or

commission or other federal, state, local, foreign or supranational governmental

or regulatory authority, agency, body, instrumentality or official.

"HAZARDOUS SUBSTANCES" means any pollutant, contaminant, waste or chemical

or any toxic, radioactive, ignitable corrosive, reactive or otherwise hazardous

substance, waste or material or any substance, waste or material having any

constituent elements displaying any of the foregoing characteristics including

petroleum, its derivatives, by-products and other hydrocarbons, and any

substance, waste or material regulated under any Environmental Law.

<PAGE>

"INDEBTEDNESS" means, with respect to any Person, without duplication, (i)

all obligations of such Person for borrowed money, or with respect to deposits

or advances of any kind, (ii) all obligations of such Person evidenced by bonds,

debentures, notes or similar instruments, (iii) all obligations of such Person

upon which interest charges are customarily paid (other than trade payables

incurred in the ordinary course of business consistent with past practices),

(iv) all obligations evidenced by any securitization or factoring arrangements,

(v) all obligations of such Person under conditional sale or other title

retention agreements relating to any property purchased by such Person, (vi) all

obligations of such Person issued or assumed as the deferred purchase price of

property or services (excluding obligations of such Person to suppliers for raw

materials, inventory, services and supplies incurred in the ordinary course of

business consistent with past practices), (vii) all lease obligations of such

Person capitalized on the books and records of such Person in accordance with

GAAP, (viii) all obligations of others secured by a Lien on property or assets

owned or acquired by such Person, whether or not the obligations secured thereby

have been assumed, (ix) all obligations of such Person under interest rate,

currency or commodity derivatives or hedging transactions, (x) all letters of

credit or performance bonds issued for the account of such Person (excluding

letters of credit issued for the benefit of suppliers to support accounts

payable to suppliers incurred in the ordinary course of business consistent with

past practices) and (xi) all guarantees and arrangements having the economic

effect of a guarantee of such Person of any Indebtedness of any other Person.

"INTELLECTUAL PROPERTY CONTRIBUTION AGREEMENT" means the Intellectual

Property Contribution Agreement substantially in the form of Exhibit D hereto.

"INTELLECTUAL PROPERTY RIGHTS" means all worldwide (i) inventions, whether

or not patentable; (ii) patents and patent applications; (iii) trademarks,

service marks, trade dress, logos, Internet domain names and trade names,

whether or not registered, and all goodwill associated therewith; (iv) rights of

publicity and other rights to use the names and likeness of individuals; (v)

copyrights and related rights, whether or not registered; (vi) mask works; (vii)

computer software, data, databases, files, and documentation and other materials

related thereto; (viii) trade secrets, know-how and confidential, technical and

business information, including product design and proprietary technology,

processes and formulae; (ix) all rights to sue or recover and retain damages and

costs and attorneys' fees for past, present and future infringement or

misappropriation of any of the foregoing; and (x) any other similar type of

proprietary intellectual property right.

"KNOWLEDGE" as it applies to the knowledge of Visteon means the actual

knowledge after due inquiry of the individuals identified on Schedule 1.01(a).

<PAGE>

"LIABILITIES" means liabilities, obligations or commitments of any kind

whatsoever, whether accrued, contingent, absolute, determined, determinable or

otherwise.

"LICENSED INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property

Rights owned by a third party and licensed or sublicensed to Visteon or an

Affiliate of Visteon and held for use or used in the conduct of or associated

with the Business.

"LIEN" means, with respect to any property or asset, any mortgage, lien,

pledge, charge, security interest, covenant, transfer restriction, right of way,

easement, servitude, option, lease, license, encroachment, zoning, land use or

similar requirement or other encumbrance or exception, defect, title defect or

other adverse claim, of any kind in respect of such property or asset. For the

purposes of this Agreement, a Person shall be deemed to own subject to a Lien

any property or asset which it has acquired or holds subject to the interest of

a vendor or lessor under any conditional sale agreement, capital lease or other

title retention agreement relating to such property or asset.

"MASTER SERVICES AGREEMENT" means the Master Services Agreement

substantially in the form of Exhibit E hereto.

"MASTER TRANSFER AGREEMENT" means the Master Transfer Agreement dated as of

March 30, 2000 between Visteon and Ford.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the

condition (financial or otherwise), business, assets or results of operations of

the Business (taken as a whole) or (ii) the ability of Visteon to perform its

obligations under this Agreement or to consummate the transactions contemplated

by this Agreement, other than, in each case of clauses (i) and (ii), an effect

to the extent resulting from any one or more of the following: (A) any change in

the United States or foreign economies or securities or financial markets in

general; (B) any change that generally affects any industry in which the

Business competes, including changes in the price of energy, supplies and raw

materials; (C) any change arising in connection with hostilities, acts of war,

sabotage or terrorism or military actions or any material escalation or material

worsening of any such hostilities, acts of war, sabotage or terrorism or

military actions existing or underway as of the date hereof (but only to the

extent not disproportionately impacting or affecting the Business); (D) any

volume reductions in Ford's business with Visteon; or (E) the loss of customers,

suppliers or employees resulting from the public announcement of this Agreement,

compliance with the terms of this Agreement or the consummation of the

transactions contemplated by this Agreement.

<PAGE>

"MEXICO ASSET PURCHASE AGREEMENTS" means each of the Mexico Asset Purchase

Agreements substantially in the forms of Exhibit F hereto.

"MOU" means the Memorandum of Understanding dated as of May 24, 2005

between Ford and Visteon.

"1934 ACT" means the Securities Exchange Act of 1934, as amended, and the

rules and regulations promulgated thereunder.

"OWNED INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property Rights

owned by Visteon or an Affiliate of Visteon and held for use or used in the

conduct of or associated with the Business.

"PERMITTED LIENS" means (i) all defects, exceptions, restrictions,

easements, rights of way and encumbrances (other than (A) mechanics', carriers',

workers', repairers' or other like Liens which shall only be "Permitted Liens"

to the extent covered by clause (iii) of this definition, and (B) any tax

warrants, lawsuits and financing statements) to the extent disclosed in title

commitments issued by Lawyers Title Insurance Corporation or certificates of

property status issued by the public registries in Mexico, in each case which

have been made available to Ford prior to the date hereof; (ii) statutory Liens

for current taxes, assessments or other governmental charges which are not yet

due and payable or the amount or validity of which is being contested in good

faith by appropriate proceedings; (iii) mechanics', carriers', workers',

repairers' or other like Liens arising or incurred in the ordinary course of

business which are not yet due and payable or which are being contested in good

faith by appropriate proceedings; (iv) zoning, entitlement and other land use

and environmental regulations by any Governmental Authority provided that such

regulations have not been violated; (v) title of a lessor under a capital or

operating lease disclosed on Section 3.07(a) of the Disclosure Schedule; (vi)

such other imperfections in title, charges, easements, restrictions and

encumbrances not securing any monetary obligation of record as of the date

hereof which do not materially detract from the value or materially interfere

with the present use of the property or asset to which they relate; (vii) with

respect to Visteon and its Affiliates, any Liens securing obligations under the

Secured Promissory Note (as defined in the Master Agreement); and (viii) any

Liens existing on the Spin-Off Date.

"PERSON" means an individual, corporation, partnership, limited liability

company, association, trust or other entity or organization, including a

government or political subdivision or an agency or instrumentality thereof.

"PLANTS" means each of the following plants:

(i) Nashville, Tulsa, Lebanon Distribution Warehouse, Autovidrio,

VCPS-D Lab, and Glass Systems;

<PAGE>

(ii) Sterling I and II and Sterling Test Labs;

(iii) Rawsonville, including GTC;

(iv) Ypsilanti;

(v) Milan;

(vi) Monroe;

(vii) Indianapolis;

(viii) Chesterfield Foam;

(ix) Utica;

(x) Sandusky and Bellevue lighting service plant;

(xi) Saline;

(xii) Sheldon Road (excluding the Crow Property);

(xiii) Kansas City VRAP;

(xiv) El Jarudo;

(xv) Lamosa I and II; and

(xvi) Visteon Technical Center and Visteon Product Assurance Center.

"PRE-CLOSING TAX PERIOD" means any Tax period (or portion thereof) ending

on or before the date of consummation of the closing under the Visteon "B"

Purchase Agreement.

"RELATED PARTY" means, with respect to Visteon or any of its Affiliates:

(i) any Person directly or indirectly owning, controlling or holding with power

to vote, 5% or more of the outstanding voting securities of Visteon or any of

its Affiliates; (ii) any Person 5% or more of whose outstanding voting

securities are directly or indirectly owned, controlled or held with power to

vote by Visteon or any of its Affiliates; or (iii) any director or officer of

Visteon or any of its Affiliates or any "associates" or members of the

"immediate family" (as such terms are respectively defined in Rule 12b-2 and

Rule 16a-1 of the 1934 Act) of any such director or officer.

<PAGE>

"SOFTWARE LICENSE AND CONTRIBUTION AGREEMENT" means the Software License

and Contribution Agreement substantially in the form of Exhibit G hereto.

"SPIN-OFF DATE" means June 28, 2000.

"STRADDLE PERIOD" means any complete Tax period that includes but does not

end on the date of consummation of the closing under the Visteon "B" Purchase

Agreement.

"SUBSIDIARY" means, with respect to any Person, any other Person of which

securities or other ownership interests having ordinary voting power to elect a

majority of the board of directors or other persons performing similar functions

are at the time directly or indirectly owned by such Person.

"TAX" or "TAXES" means (i) taxes, imposts, customs, duties, withholdings,

charges, fees, levies or other assessments imposed by any Governmental Authority

or taxing authority, whether domestic or foreign (including income, excise,

property, sales, use, transfer, conveyance, payroll or other employment related

tax, license, registration, ad valorem, value-added, withholding, social

security, national insurance (or other similar contributions or payments),

franchise, estimated severance, stamp taxes, taxes based upon or measured by

capital stock, net worth or gross receipts, the Michigan Single Business Tax or

other taxes) together with all interest, fines, penalties, inflationary

adjustments and additions attributable to or imposed with respect to such

amounts or (ii) liability for the payment of any amounts of the type described

in (i) as a result of being party to any agreement or any express or implied

obligation to indemnify any other Person.

"TAX RETURN" means all federal, state, local and foreign tax returns,

estimates, information statements and reports relating to Taxes.

"UAW" means the International Union, United Automobile, Aerospace and

Agricultural Implement Workers of America, UAW and its affiliated Locals.

"VISTEON-COMPANY PURCHASE AND SUPPLY AGREEMENT" means the Purchase and

Supply Agreement Regarding Sales of Components from Visteon to VFH Holdings, LLC

substantially in the form of Exhibit H hereto.

"VISTEON CREDIT AGREEMENT" means the Credit Agreement, dated as of June 24,

2005, among Visteon, the several banks and other financial institutions or

entities from time to time party thereto, JPMorgan Chase Bank, N.A., as

administrative agent, Citicorp USA, Inc., as syndication agent, and Credit

Suisse, Cayman Islands Branch, Deutsche Bank Securities Inc. and Sumitomo Mitsui

Banking Corporation, as documentation agents.

<PAGE>

"VISTEON HOURLY EMPLOYEE LEASE AGREEMENT" means the Hourly Employee Lease

Agreement substantially in the form of Exhibit I hereto.

"VISTEON SALARIED EMPLOYEE LEASE AGREEMENT" means the Salaried Employee

Lease Agreement substantially in the form of Exhibit J hereto.

"VPAC AGREEMENT" means the Lease Agreement relating to the Visteon Product

Assurance Center in Dearborn, Michigan substantially in the form of Exhibit K

hereto.

"VTC AGREEMENT" means the Lease Agreement relating to the Visteon Technical

Center in Dearborn, Michigan substantially in the form of Exhibit L hereto.

(b) Each of the following terms is defined in the Section set forth

opposite such term:

<TABLE>

TERM SECTION

---- --------

<S> <C>

Agreement Preamble

Assumed Liabilities 2.03

Benefit Arrangements 3.18

Claim 8.03

Closing 2.06

Code 6.01

Company Preamble

Company Maquila Programs 5.07

Contributed Assets 2.01

Contributed Contracts 2.01

Contributed Inventories 2.01

Contributed Real Property 2.01

Controlling Party 8.03

Customs Authority 3.14

Damages 8.02

e-mail 10.01

Employee Plans 3.18

ERISA 3.18

Excluded Assets 2.02

Final Asset Allocation Schedule 6.01

Ford Recitals

Indemnified Party 8.03

Indemnifying Party 8.03

Master Agreement Recitals

Material Contract 3.07

Outside Date 9.01

Permits 3.15

</TABLE>

<PAGE>

<TABLE>

TERM SECTION

---- --------

<S> <C>

Petty Cash 2.01

Pre-Closing Tax Period Taxes 6.02

Preliminary Asset Allocation Schedule 6.01

Property Taxes 6.04

Statement of Assets 3.05

Tax Benefit 8.05

Third Party Claim 8.03

Transfer Taxes 6.05

Visteon Preamble

Visteon "A" Transaction Agreement Recitals

Visteon "B" Purchase Agreement Recitals

Visteon Maquila Programs 5.07

Visteon Retained Liabilities 2.04

Warranty Breach 8.02

</TABLE>

Section 1.02. Other Definitional and Interpretative Provisions. The words

"hereof", "herein" and "hereunder" and words of like import used in this

Agreement shall refer to this Agreement as a whole and not to any particular

provision of this Agreement. The captions herein are included for convenience of

reference only and shall be ignored in the construction or interpretation

hereof. References to Articles, Sections, Exhibits and Schedules are to

Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise

specified. All Exhibits and Schedules annexed hereto or referred to herein are

hereby incorporated in and made a part of this Agreement as if set forth in full

herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise

defined therein, shall have the meaning as defined in this Agreement. Any

singular term in this Agreement shall be deemed to include the plural, and any

plural term the singular. Whenever the words "include", "includes" or

"including" are used in this Agreement, they shall be deemed to be followed by

the words "without limitation", whether or not they are in fact followed by

those words or words of like import. "Writing", "written" and comparable terms

refer to printing, typing and other means of reproducing words (including

electronic media) in a visible form. References in this Agreement to any

agreement or contract are to that agreement or contract as amended, modified or

supplemented from time to time in accordance with the terms hereof and thereof.

References in this Agreement to any Person include the successors and permitted

assigns of that Person. References in this Agreement or any Schedule hereto from

or through any date mean, unless otherwise specified, from and including or

through and including, respectively.

<PAGE>

ARTICLE 2

CONTRIBUTION

Section 2.01. Contribution. Except as otherwise provided below (including

under Section 2.02) and subject to Section 2.05 and Section 5.07, upon the terms

and subject to the conditions of this Agreement, Visteon agrees to convey,

transfer, assign and deliver, or cause to be conveyed, transferred, assigned and

delivered, to VFH Holdings, LLC (a direct, wholly-owned Subsidiary of the

Company), or one or more other Subsidiaries of the Company as the Company may

designate prior to the Closing, at (and not before) the Closing as a capital

contribution, free and clear of all Liens, other than Permitted Liens, all of

Visteon's and its Affiliates' right, title and interest in, to and under the

assets, properties and business, of every kind and description, wherever

located, real, personal or mixed, tangible or intangible, known or unknown,

owned, held or used in or otherwise associated with the Business (the

"CONTRIBUTED ASSETS") as the same shall exist on the Closing Date (but with

respect to personal property located offsite (and not in transit to a Plant),

only to the extent listed on Schedule 2.01(ii)(B)), and including all right,

title and interest of Visteon and its Affiliates in, to and under the following,

to the extent owned, held or used in or otherwise associated with the Business:

(i) with respect to each of the Plants, all associated owned real

property, all leases and subleases of leased real property and other

interests in real property, in each case as listed on Section 3.10(a) of

the Disclosure Schedule (the "CONTRIBUTED REAL PROPERTY"), and all

buildings, fixtures, and other improvements (including railroad spurs and

other railroad access) located on and rights and interests appurtenant to

the Contributed Real Property;

(ii) (A) all personal property and interests therein, whether owned,

leased, licensed, subleased or sublicensed, located at (or in transit (once

title has transferred to Visteon or its Affiliates, whether such transfer

of title occurs before or after Closing) to) the Plants, including

machinery, equipment, tools, tooling, furniture, office equipment,

communications equipment, computers, servers, workstations, data

communications lines, and other information technology equipment, vehicles,

containers, storage tanks, spare and replacement parts, fuel and other

tangible property, including the items listed on Section 3.10(b) of the

Disclosure Schedule; and (B) all personal property (including tooling,

equipment and spare parts) and interests therein located offsite (and not

in transit to a Plant) listed on Schedule 2.01(ii)(B);

(iii) all raw materials, work-in-process, finished goods, supplies and

other inventories, including core and scrap, whether located at a Plant,

offsite or in transit (once title has transferred to Visteon or its

Affiliates,

<PAGE>

whether such transfer of title occurs before or after Closing)

(collectively, the "CONTRIBUTED INVENTORIES");

(iv) all rights under all contracts, agreements, leases, licenses,

commitments, sales and purchase orders and other instruments, including the

items listed on Section 3.07 of the Disclosure Schedule (collectively,

including the items listed on Section 3.07 of the Disclosure Schedule, the

"CONTRIBUTED CONTRACTS");

(v) all prepaid expenses, including ad valorem taxes, leases and

rentals (and including, for the avoidance of doubt, any extraordinary

prepaid expenses arising outside the ordinary course of business);

(vi) all petty cash located at the operating facilities of the

Business ("PETTY CASH"); provided that Visteon may remove any such petty

cash prior to the Closing in which case it shall be considered an "Excluded

Asset";

(vii) all rights, claims, credits, causes of action or rights of

set-off against third parties relating to or arising from the Contributed

Assets, including unliquidated rights under manufacturers' and vendors'

warranties (provided that any such rights, claims, causes of action or

rights of set-off against third parties shall, to the extent relating to

Visteon Retained Liabilities or to the businesses and assets of Visteon and

its Affiliates other than the Contributed Assets and the Business, be

deemed to be "Excluded Assets");

(viii) the proceeds arising from the sale of any assets or properties

subsequent to May 24, 2005 and prior to Closing as permitted under this

Agreement (other than the sale of inventories permitted pursuant to Section

4.01(b)(iv)(B)) that would have otherwise been Contributed Assets;

(ix) all insurance proceeds relating to any damage, destruction or

other casualty loss, and all awards and other proceeds relating to any

taking by eminent domain or other condemnation or sale in lieu or

contemplation thereof, with respect to any Contributed Asset received by

Visteon and its Affiliates after May 24, 2005 and prior to the Closing

(less the cost to collect any such proceeds, the amount of such proceeds

expended to effect restoration of the applicable Contributed Asset and the

amount of any such proceeds received to compensate Visteon or the

applicable Affiliate for business interruption for periods prior to the

Closing); and all rights, claims and causes of action with respect to any

insurance proceeds relating to any damage, destruction or other casualty

loss with respect to any Contributed Asset occurring prior to the Closing

<PAGE>

and not received by Visteon or the applicable Affiliate prior to the

Closing; and unearned insurance premiums attributable to the Business for

the remainder of the term of applicable insurance policies;

(x) all Licensed Intellectual Property Rights and Owned Intellectual

Property Rights that are assigned pursuant to the Intellectual Property

Contribution Agreement and the Software License and Contribution Agreement

and any other type of Intellectual Property Rights not contemplated or

addressed in the Intellectual Property Contribution Agreement or the

Software License and Contribution Agreement which is owned, held or used in

or otherwise associated with the Business;

(xi) all transferable licenses, permits or other governmental

authorization primarily used in the Business, including the items listed on

Section 3.15 of the Disclosure Schedule;

(xii) all books, records, files and papers, whether in hard copy or

computer format, or business processes, whether recorded or not, primarily

used in the Business, including facility blueprints and plant layouts,

process sheets, preventive maintenance schedules, environmental

information, sales and promotional literature, engineering information,

manuals and data, sales and purchase correspondence, lists of present and

former suppliers, lists of present and former customers, legal files and

papers, personnel and employment records (with respect to any personnel

whose employment is transferred to Ford in connection with the transactions

contemplated by this Agreement), any information relating to any Tax

imposed on the Contributed Assets, and other financial, accounting and

operational data, records and information primarily related to the

Contributed Real Property and other Contributed Assets (and copies of the

foregoing to the extent not primarily used in the Business or otherwise

primarily related to the Contributed Real Property and other Contributed

Assets); and

(xiii) all goodwill associated with the Business or the Contributed

Assets.

Notwithstanding the foregoing, the Company shall have the right to exclude

from the Contributed Assets (in which case such assets shall be deemed to be

"Excluded Assets" for all purposes under this Agreement) (i) any Contributed

Contracts entered into prior to the date hereof and not made available to Ford

prior to August 18, 2005 with contingent liabilities or unacceptable commercial

terms, as determined by the Company (provided that the Company may not exclude

contracts citing unacceptable commercial terms or contingent liabilities if

substantially comparable terms or liabilities are found in other similar

contracts that are otherwise included in the Contributed Assets) by delivering

<PAGE>

notice to Visteon three Business Days prior to the scheduled Closing Date

specifying which Contributed Contracts are to be excluded (except with respect

to any contract that is made available to Ford after the date that is eight

Business Days prior to the Closing Date, in which case Ford shall have five

Business Days after the date such contract is made available to notify Visteon

of its determination to exclude such contract) and (ii) any contracts entered

into by Visteon or any of its Affiliates between the date hereof and Closing in

breach of Section 4.01(b)(v); provided that if the Company exercises its right

to exclude any such contract pursuant to (A) clause (i), the Company shall have

no other rights or remedies against Visteon under this Agreement with respect to

any breach of representation or warranty by Visteon with respect to such

contract and (B) clause (ii), the Company shall have no other rights or remedies

against Visteon under this Agreement with respect to Visteon's breach of Section

4.01(b)(v) in entering into such contract.

If any of the Contributed Assets under clause (ii)(B) of this Section 2.01

are required to be removed from Visteon's property after the Closing, the

Company shall, at the request of Visteon delivered within 30 days of the Closing

Date, promptly (and in any event within 180 days of such request (or, if a

different time period is provided for in the Master Services Agreement,

including the Statement of Work thereto, within such time period)) remove such

Contributed Assets, and Visteon shall provide access to its properties to allow

such removal, and such removal shall be at the Company's sole cost and expense,

and the Company agrees to promptly reimburse Visteon for any damage caused to

any of Visteon's assets or properties as a result of such removal and to

indemnify and hold Visteon harmless against any and all claims, losses, damages,

liabilities, costs and expenses incurred by Visteon or any of its Affiliates as

a result thereof. If any of the Contributed Assets under clause (xii) of this

Section 2.01 are located offsite and are not, as mutually agreed to by the

parties, delivered to the Company at Closing, Visteon shall provide or cause to

be provided to the Company reasonable access to such Contributed Assets after

the Closing.

For the avoidance of doubt, with respect to any property included in the

"Contributed Assets" that is leased pursuant to a capital or operating lease,

(i) the leasehold interest (as opposed to the ownership title) will be

transferred to the Company (or its applicable Subsidiary) at the Closing

pursuant to this Agreement and (ii) the related capital or operating lease shall

be included in the "Contributed Contracts."

Section 2.02. Excluded Assets. The Company expressly understands and

agrees that the following assets and properties of Visteon and its Affiliates

(the "EXCLUDED ASSETS") shall be excluded from the Contributed Assets:

(i) (A) all accounts, notes and other receivables, (B) receivables

billed or invoiced after the Closing Date with respect to

<PAGE>

production or service parts shipped by the Business to customers prior to

the Closing and (C) all unbilled Ford accounts receivables for

work-in-process tooling relating to Visteon's and its Affiliates' existing

commercial arrangements with Ford and its Affiliates for Ford's vehicle

programs;

(ii) all of Visteon's cash and cash equivalents on hand and in banks,

except for Petty Cash (subject to the proviso in Section 2.01(vi)) and the

proceeds referred to in Section 2.01(viii) and (x);

(iii) insurance policies, other than unearned insurance premiums

attributable to the Business for the remainder of the term of the insurance

policies, and insurance proceeds, and rights, claims and causes of action

with respect to any insurance proceeds, referred to in Section 2.01(ix);

(iv) the contracts, agreements, leases, licenses, commitments, sales

and purchase orders and other instruments listed on Schedule 2.02(iv);

(v) the engineering equipment located at the Visteon Product Assurance

Center and the Visteon Technical Center in Dearborn, Michigan, except as

listed on Schedule 2.02(v);

(vi) the assets and property located at the Plants that are used

primarily to support the businesses of Visteon and its Affiliates other

than the Business, as listed on Schedule 2.02(vi);

(vii) all of the Intellectual Property Rights of Visteon except as

provided in Section 2.01(x); and

(viii) any Contributed Assets sold or otherwise disposed of in the

ordinary course of business and not in violation of any provisions of this

Agreement during the period from the date hereof until the Closing Date.

If any of the Excluded Assets are located at a Plant at the Closing, except

as provided for in the VPAC Agreement, the VTC Agreement or any other

Contribution Agreement Transaction Document, Visteon shall, at the request of

the Company delivered within 30 days of the Closing Date, promptly (and in any

event within 180 days of such request (or, if a different time period is

provided for in the Master Services Agreement, including the Statement of Work

thereto, within such time period)) remove such Excluded Assets from the Plant.

Such removal shall be at Visteon's sole cost and expense, and Visteon agrees to

promptly reimburse the Company for any damage caused to any of the Contributed

Assets as a result of such removal (or any removal of Excluded Assets from the

Plants prior to the Closing) and to indemnify and hold the

<PAGE>

Company harmless against any and all claims, losses, damages, liabilities, costs

and expenses incurred by the Company or any of its Affiliates as a result

thereof.

Section 2.03. Assumed Liabilities. (a) Upon the terms and subject to the

conditions set forth in this Agreement, the Company agrees, effective at the

time of the Closing, to timely perform and discharge in accordance with their

respective terms all Liabilities arising out of the post-Closing conduct or

operation of the Business by the Company or its Affiliates, other than the

Visteon Retained Liabilities (the "ASSUMED LIABILITIES"), including:

(i) any Liability relating to or arising under the Contributed

Contracts to the extent arising after the Closing (excluding, for the

avoidance of doubt, Liabilities to the extent relating to matters or events

occurring prior to Closing);

(ii) any Liability relating to or arising from any products

manufactured or (except for products not manufactured or otherwise acquired

by the Business prior to the Closing) sold by the Business after the

Closing, including warranty or recall obligations and product liabilities,

but excluding any Liability to the extent included in the "Visteon Retained

Liabilities" pursuant to clauses (A) or (B) of Section 2.04(iii); and

(iii) any Liability for Property Taxes for which the Company is

responsible under Section 6.04 hereof.

(b) Notwithstanding the provisions of Section 2.03(a) or Section 2.04, (i)

nothing in Section 2.03(a) shall limit the right of the Company to be

indemnified under Article 8 for any breach of representation or warranty

contained in this Agreement or any other Contribution Agreement Transaction

Document by Visteon or with respect to the Visteon Retained Liabilities and (ii)

no Liability shall be considered (A) an "Assumed Liability" under this Agreement

if such Liability is expressly provided to be the responsibility of Visteon or

any of its Affiliates under any other Contribution Agreement Transaction

Document or (B) a "Visteon Retained Liability" if such Liability is expressly

provided to be the responsibility of the Company or any of its Affiliates under

any other Contribution Agreement Transaction Document. For purposes of Section

2.03(a) and Section 2.04, the words "Closing" and "Closing Date" shall mean the

consummation of the closing under the Visteon "B" Purchase Agreement, and the

date of the consummation of the closing the Visteon "B" Purchase Agreement,

respectively.

Section 2.04. Visteon Retained Liabilities. Notwithstanding any provision

in this Agreement or any other Contribution Agreement Transaction Document to

the contrary, the Company is assuming only the Assumed Liabilities and is not

<PAGE>

assuming any other Liability of Visteon or any of its Affiliates (or any

predecessor of any such Person or any prior owner of all or part of its

businesses and assets). All such other Liabilities shall be retained by and

remain Liabilities of Visteon and its Affiliates (all such Liabilities not being

assumed being herein referred to as the "VISTEON RETAINED LIABILITIES"), and

Visteon agrees to timely perform and discharge in accordance with their

respective terms all such other Liabilities relating to the Business.

Notwithstanding any provision in this Agreement or any other Contribution

Agreement Transaction Document to the contrary, Visteon Retained Liabilities

include:

(i) any Liability that was assumed by Visteon pursuant to the Master

Transfer Agreement (other than the Assumed Environmental Liabilities);

(ii) any Liability to the extent relating to or arising under any

Contributed Contract prior to the Closing or attributable to any failure by

Visteon or its Affiliates to comply with the terms thereof prior to the

Closing;

(iii) any Liability relating to or arising from any product

manufactured or sold by the Business prior to the Closing (except to the

extent Liability for a product was expressly retained by Ford pursuant to

the Master Transfer Agreement), including any warranty or recall obligation

or product liabilities, and any Liability relating to or arising from (A)

any design defect in any product manufactured by the Business after the

Closing to the extent attributable to any design employed by Visteon or its

Subsidiaries prior to the Closing or (B) any manufacturing defect in any

product manufactured by the Business after the Closing until (x) the three

month anniversary of the Closing (with respect to products manufactured at

the Sterling or Rawsonville Plants) or (y) the six month anniversary of the

Closing with respect to products manufactured at the other Plants, in each

case using any manufacturing method employed by Visteon or its Subsidiaries

prior to the Closing (it being understood and agreed by the parties that

any claim by Ford as a customer of the Business with respect to products

sold to Ford prior to the Closing shall be resolved pursuant to the terms

of the applicable purchase order or other commercial arrangement);

(iv) any Environmental Liability (other than the Assumed Environmental

Liabilities);

(v) any Liability arising out of any action, suit, investigation,

inquiry or proceeding by or before any Governmental Authority that relates

to or arises out of (A) facts, events, conditions, situations or set of

circumstances, whether known or unknown, existing or occurring prior to

<PAGE>

the Closing with respect to the Business or the Contributed Assets,

including all actions, suits, investigations and proceedings listed on

Section 3.08 of the Disclosure Schedule or (B) the businesses of Visteon

and its Affiliates other than the Business, in each case other than the

Assumed Environmental Liabilities;

(vi) any Liability relating to or arising under any trade payables or

any Indebtedness, in each case except to the extent assumed by the Company

pursuant to Section 2.03(a)(i);

(vii) any Liability relating to any monetary obligation secured by any

Permitted Liens, except to the extent assumed by the Company pursuant to

Section 2.03(a)(i);

(viii) subject to Section 6.04 with respect to Property Taxes, any

Liability of Visteon, or any member of any consolidated, affiliated,

combined or unitary group of which Visteon is or has been the parent

company, for Taxes relating to any Pre-Closing Tax Period;

(ix) any Liability relating to Visteon's employee benefits or

compensation arrangements, including any Liability under any of Visteon's

employee benefit agreements, plans or other arrangements listed on Section

3.18 of the Disclosure Schedule;

(x) any Liability relating to or arising from processes used or

products manufactured, used, imported or sold by the Business prior to the

Closing that may conflict with, misappropriate, infringe or otherwise

violate any Intellectual Property Right of any third party or alleging that

Visteon or any Affiliate of Visteon infringed, misappropriated or otherwise

violated any Intellectual Property Right of any third party;

(xi) any Liability of the Company or any Subsidiary of the Company to

the extent relating to or arising from facts, events, conditions,

situations or set of circumstances, whether known or unknown, existing or

occurring prior to the Closing, other than the obligations of the Company

under this Agreement; and

(xii) any Liability relating to or arising from an Excluded Asset or

any other asset, property or business of Visteon or its Affiliates that is

not a Contributed Asset.

Notwithstanding the provisions of this Section 2.04, no Liability shall be

considered a "Visteon Retained Liability" under this Agreement to the extent

such Liability results from Visteon's inability to take an action under Section

4.01 for which it had sought consent pursuant to Section 4.01 by virtue of the

Company's failure to consent to the taking of such action by Visteon.

<PAGE>

Section 2.05. Transfer or Assignment of Contributed Contracts and Rights.

Anything in this Agreement to the contrary notwithstanding, and except as

provided in the Software License and Contribution Agreement with respect to

software licenses, this Agreement shall not constitute an agreement to convey,

transfer or assign any Contributed Asset or any claim or right or any benefit

arising thereunder or resulting therefrom if such conveyance, transfer or

assignment, without the consent of a third party thereto, would constitute a

breach or other contravention of such Contributed Asset or in any way adversely

affect the rights of or require a material payment by the Company or Visteon

thereunder (unless such consent is obtained prior to the Closing). Visteon and

the Company will use their commercially reasonable efforts to obtain the consent

of the other parties to any such Contributed Asset or any claim or right or any

benefit arising thereunder for the assignment thereof to the Company (or

Subsidiary of the Company) and, to the extent required, the consummation of the

transactions contemplated by the Visteon "B" Purchase Agreement, as the Company

may request; provided, that, except as set forth in the Software License and

Contribution Agreement with respect to software licenses, in Section 5.03 of

this Agreement or in Section 5.04 of the Visteon "B" Purchase Agreement, such

efforts shall not require Visteon or the Company to incur any material expenses

or Liabilities or provide any material financial accommodation or to provide a

guarantee to obtain any such consent (provided that Visteon agrees to accept a

consent notwithstanding that it does not include a release). If such consent is

not obtained, or if an attempted conveyance, transfer or assignment thereof

would be ineffective, would adversely affect the rights of Visteon thereunder so

that the Company would not in fact receive all such rights, or would require a

material payment by the Company or Visteon, until such consent is obtained

(whereupon such Contributed Asset shall be promptly transferred by Visteon to

the Company or applicable Subsidiary of the Company pursuant to the applicable

provisions of this Agreement), Visteon and the Company will cooperate in a

mutually agreeable arrangement under which the Company would obtain benefits and

assume obligations thereunder, including making any required payments

thereunder, in accordance with this Agreement, including sub-contracting,

sub-licensing, or sub-leasing to the Company, or under which Visteon would

enforce or operate for the benefit of the Company the applicable Contributed

Asset and any claim, right or benefit arising thereunder. Visteon will promptly

pay to the Company when received all monies received by Visteon under any

Contributed Asset or any claim, right or benefit arising thereunder, except to

the extent the same represents an Excluded Asset.

Section 2.06. Closing. The closing (the "CLOSING") of the contribution of

the Contributed Assets and the assumption of the Assumed Liabilities hereunder

shall take place at the offices of Dykema Gossett PLLC, 400 Renaissance Center,

Detroit, Michigan 48243, on September 30, 2005 or, if the conditions set forth

in Article 7 are not satisfied (or waived by the party entitled to waive that

condition) by such date, promptly after such time as such conditions are

satisfied or waived.

<PAGE>

Section 2.07. Deliveries at Closing. (a) Deliveries by the Company to

Visteon. At the Closing, the Company shall deliver to Visteon:

(i) A counterpart of each of the following Contribution Agreement

Transaction Documents duly executed by the Company (or Subsidiary of the

Company, as appropriate):

(A) Assignment and Assumption Agreement.

(B) Bill of Sale.

(D) Intellectual Property Contribution Agreement.

(E) Master Services Agreement.

(F) Mexico Asset Purchase Agreements.

(G) Software License and Contribution Agreement.

(H) Visteon-Company Purchase and Supply Agreement.

(I) Visteon Hourly Employee Lease Agreement.

(J) Visteon Salaried Employee Lease Agreement.

(K) VPAC Agreement.

(L) VTC Agreement.

(ii) All documents Visteon may reasonably request relating to the

existence of the Company and the authority of the Company for this

Agreement and each other Contribution Agreement Transaction Document to

which it is a party (such as secretary's certificates, certified copies of

the Company's Certificate of Formation and limited liability company

agreement, and good standing and bring-down certificates), all in form and

substance reasonably satisfactory to Visteon.

(b) Deliveries by Visteon to the Company. At the Closing, Visteon shall

deliver to the Company:

(i) A counterpart of each of the following Contribution Agreement

Transaction Documents duly executed by Visteon (or Affiliate of Visteon, as

appropriate):

<PAGE>

(A) Assignment and Assumption Agreement.

(B) Bill of Sale.

(D) Intellectual Property Contribution Agreement.

(E) Master Services Agreement.

(F) Mexico Asset Purchase Agreements.

(G) Software License and Contribution Agreement.

(H) Visteon-Company Purchase and Supply Agreement.

(I) Visteon Hourly Employee Lease Agreement.

(J) Visteon Salaried Employee Lease Agreement.

(K) VPAC Agreement.

(L) VTC Agreement.

(ii) Such quitclaim deeds time stamped for recording on the Closing

Date by the applicable register of deeds or similar entity (provided that,

to the extent it is not possible to have a deed time stamped for recording

on the Closing Date, Visteon shall use commercially reasonable efforts to

cause Lawyers Title Insurance Corporation to have such deed time stamped

for recording on the next Business Day), bills of sale, endorsements,

assignments and other good and sufficient instruments of conveyance and

assignment necessary or appropriate to vest in VFH Holdings, LLC (or, with

respect to all or a portion of the Contributed Assets, one or more other

Subsidiaries of the Company as the Company may designate prior to the

Closing) all right, title and interest in, to and under the Contributed

Assets.

(iii) Consents (with respect to the transactions contemplated by this

Agreement and the Visteon "B" Purchase Agreement) from each landlord or

licensor with respect to the Contributed Real Property listed on Schedule

2.07(b)(iii), in each case in form and substance reasonably satisfactory to

the Company, and, to the extent obtained prior to the Closing, estoppel

certificates related thereto (it being understood and agreed by the parties

that Visteon shall use commercially reasonable

<PAGE>

efforts to obtain, prior to the Closing, such estoppel certificates, as

well as estoppel certificates and consents (with respect to the

transactions contemplated by this Agreement and the Visteon "B" Purchase

Agreement) from each landlord or licensor with respect to each other leased

or licensed Contributed Real Property, in each case in form and substance

reasonably satisfactory to the Company);

(iv) All documents the Company may reasonably request relating to the

existence of Visteon (or Affiliates of Visteon that are party to any

Contribution Agreement Transaction Document) and its authority for this

Agreement and each other Contribution Agreement Transaction Document (such

as secretary's certificates, certified copies of such Person's charter and

by-laws or other organizational documents, and good standing and bring-down

certificates), all in form and substance reasonably satisfactory to the

Company.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF VISTEON

Visteon represents and warrants to the Company as of the date hereof and as

of the Closing Date (subject to any exceptions disclosed on the correspondingly

numbered Section of the Disclosure Schedule) that:

Section 3.01. Corporate Existence and Power. Visteon is a corporation duly

incorporated, validly existing and in good standing under the laws of its

jurisdiction of incorporation and has all corporate powers required to carry on

its business as now conducted. Visteon is duly qualified to do business as a

foreign corporation and is in good standing in each jurisdiction where such

qualification is necessary, except for those jurisdictions where failure to be

so qualified would not, individually or in the aggregate, have a Material

Adverse Effect.

Section 3.02. Corporate Authorization. The execution, delivery and

performance by Visteon (and each of its Affiliates that is or will be a party to

any Contribution Agreement Transaction Document) of this Agreement and each

other Contribution Agreement Transaction Document to which it is a party and the

consummation of the transactions contemplated hereby and thereby are within

Visteon's corporate powers and have been duly authorized by all necessary

corporate action on the part of Visteon. This Agreement and each other

Contribution Agreement Transaction Document to which it is or will be a party

constitutes or will constitute when executed (assuming the due authorization,

execution and delivery by the other parties thereto) a valid and binding

agreement of Visteon and each of its Affiliates that is or will be a party to

any Contribution Agreement Transaction Document, enforceable against Visteon (or

such Affiliates) in accordance with their respective terms, subject to

applicable

<PAGE>

bankruptcy, insolvency, reorganization, moratorium and similar laws affecting

creditors' rights and remedies generally, and subject, as to enforceability, to

general principles of equity, including principles of commercial reasonableness,

good faith and fair dealing (regardless of whether enforcement is sought in a

proceeding at law or in equity).

Section 3.03. Governmental Authorization. The execution, delivery and

performance by Visteon (and each of its Affiliates that is or will be a party to

any Contribution Agreement Transaction Document) of this Agreement and each

other Contribution Agreement Transaction Document to which it is a party and the

consummation of the transactions contemplated hereby and thereby require no

action by or in respect of, or filing with, any Governmental Authority.

Section 3.04. Noncontravention. (a) The execution, delivery and performance

by Visteon (and each of its Affiliates that is or will be a party to any

Contribution Agreement Transaction Document) of this Agreement and each other

Contribution Agreement Transaction Document to which it is a party and the

consummation of the transactions contemplated hereby and thereby do not and will

not (i) violate its certificate of incorporation or bylaws or other

organizational documents, (ii) violate in any material respect any applicable

law, rule, regulation, judgment, injunction, order or decree, (iii) assuming the

obtaining of all consents set forth on Section 3.04(b) of the Disclosure

Schedule, constitute a default under or give rise to any right of termination,

cancellation or acceleration of any right or obligation of the Company or to a

loss of any benefit relating to the Business to which Visteon or any of its

Affiliates is entitled under any provision of any material agreement or other

material instrument binding upon Visteon or any of its Affiliates or any

Material Contract included in the Contributed Assets or by which any of the

Contributed Assets may be bound or (iv) result in the creation or imposition of

any Lien on any material Contributed Asset other than any Permitted Lien.

(b) Section 3.04(b) of the Disclosure Schedule sets forth each material

agreement, contract, lease, license or other instrument binding upon Visteon or

any of its Affiliates or any material Permit (including any material

Environmental Permit) requiring a consent or other action by any Person as a

result of the execution, delivery and performance by Visteon or any of its

Affiliates of this Agreement, any other Contribution Agreement Transaction

Document or the Visteon "B" Purchase Agreement.

Section 3.05. Statement of Assets; Financial Statements. (a) Section

3.05(a) of the Disclosure Schedule sets forth a true and correct statement from

Visteon's accounting records of the balance sheet line item amounts with respect

to inventory and the other categories of properties and assets located at the

Plants and included in the Contributed Assets as of June 30, 2005 (the

"STATEMENT OF ASSETS").

<PAGE>

(b) Section 3.05(b) of the Disclosure Schedule sets forth the unaudited

consolidating internal statements of income for the Business, and the unaudited

statements of income for each of the Plants that is contained within such

consolidating statements, for the year ended December 31, 2004, and for the

three months ended March 31, 2005. These statements have been prepared from

Visteon's internal accounting records and include, by Plant, all costs directly

identified and charged to a Plant, and reasonable allocations, by Plant, of

other costs not directly identified or charged to a Plant based on Visteon's

practices for cost allocation, for the periods then ended. The information used

to prepare the unaudited internal statements of income use as a basis for its

preparation GAAP, applied on a consistent basis, used by Visteon in the

preparation of its consolidated financial statements for the same periods. The

unaudited internal estimated balance sheet as of December 31, 2004 has been

prepared solely for purposes of analysis from Visteon's accounting records and

includes certain assets and liabilities historically identified with a Plant

(largely, inventories and most of property, plant and equipment) and estimates

for the remaining assets and liabilities not specifically historically

identified to a Plant.

Section 3.06. Absence of Certain Changes. Since May 24, 2005 through the

date hereof, the Business has been conducted in the ordinary course consistent

with past practices and in compliance with paragraph 16 of the Summary of Terms

of Proposed Transactions attached to the MOU, and there has not been:

(a) any event, occurrence, development or state of circumstances or

facts which, individually or in the aggregate, has had or would reasonably

be expected to have a Material Adverse Effect;

(b) any creation or other incurrence of any Lien on any material

Contributed Asset other than any Permitted Lien;

entered into, by Visteon or any Affiliate of Visteon relating to the

Business or any Contributed Asset (including the acquisition or disposition

of any assets) or any relinquishment by Visteon or any Affiliate of Visteon

of any contract or other right, in either case, material to the Business,

other than transactions and commitments in the ordinary course of business

consistent with past practices and those contemplated by this Agreement;

(d) any change in any method of accounting or accounting practice by

Visteon or any Subsidiary of Visteon with respect to the Business;

(e) except for any changes relating to OPEB liability that have been

announced prior to the date hereof, any material change in the

<PAGE>

compensation payable or t

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates