SEVENTH AMENDMENT TO CREDIT
AGREEMENT
SEVENTH
AMENDMENT TO CREDIT AGREEMENT, dated as of May 21, 2009 (this
“ Amendment ”), among VISTEON CORPORATION, a
Delaware corporation (the “ Company ”), each
subsidiary of the Company party hereto as a borrower (together with
the Company, each a “ Borrower ” and,
collectively, the “ Borrowers ”), each other
subsidiary of the Company party hereto, FORD MOTOR COMPANY (the
“ Lender ”), as sole Lender and Swingline
Lender, and JPMORGAN CHASE BANK, N.A. (“ JPMorgan
”), as Administrative Agent.
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, as amended, supplemented or modified by that
certain First Amendment to Credit Agreement and Consent, dated as
of November 27, 2006, that certain Second Amendment to Credit
Agreement and Consent, dated as of April 10, 2007, that
certain Third Amendment to Credit Agreement, dated as of
March 12, 2008, that certain Fourth Amendment and Limited
Waiver to Credit Agreement and Amendment to Security Agreement,
dated as of March 31, 2009, that certain Fifth Amendment to
Credit Agreement dated as of May 13, 2009 and that certain
Sixth Amendment to Credit Agreement dated as of May 13, 2009
(as so amended, supplemented or modified, the “ Credit
Agreement ”); capitalized terms used herein and not
otherwise defined shall have the respective meanings assigned to
such terms in the Credit Agreement; and
WHEREAS,
the Borrowers, the Lender and the Swingline Lender desire to, and
the Lender has directed the Administrative Agent to, amend the
Credit Agreement as provided for herein 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:
Section 1.1
Amendment to Section 1.01 . Section 1.01 of the
Credit Agreement is hereby amended to insert the following new
defined term in proper alphabetical order:
“
Cash Flow Forecast ” has the meaning assigned to such
term in Section 5.01.
Section 1.2
Amendment to Section 5.01 . Section 5.01 of the
Credit Agreement is hereby amended by inserting the following new
clause (j) immediately after clause (i) appearing
therein, deleting the word “and” at the end of clause
(i), and renumbering the existing clause (j) as clause
(k):
“(j) Not
less than 3 Business Days (or such shorter period as the
Administrative Agent may agree) before any Investment made by the
Borrowers in any Foreign Subsidiary not reflected in the Cash Flow
Forecast of Borrower dated May 20, 2009 (“ Cash Flow
Forecast ”), Borrower shall provide to the Administrative
Agent a certificate of a Financial Officer detailing the amount of
such Investment, the purpose of such Investment, the clause of
Section 6.07 under which such
Investment is
an exception to the general prohibition on Investments and the
Foreign Subsidiary in which such Investment will be
made.”
Section 1.3
Amendment to Section 6.19 . Section 6.19 of the
Credit Agreement is hereby amended by inserting the following
subsection at the end of such Section:
“(d)
Minimum Liquidity . The Borrowers will not permit Minimum
Liquidity at any time to be less than $210,000,000, which amount
may be adjusted from time to time, in each case, at the request of
the Borrower Representative and with the prior written consent of
the Required Lenders.”
This
Amendment shall become effective when the Borrowers, the
Administrative Agent and the Required Lenders have delivered a duly
executed counterpart of this Amendment to the Administrative
Agent.
Section 3.1
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 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. All
references to the Issuing Bank in the Loan Documents shall continue
to refer to JPMorgan. 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. This Amendment shall constitute an amendment
only and shall not constitute a novation with regard to the Credit
Agreement or any other Loan Document.
Section 3.2
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 3.3
Representations of the Borrowers . Each Borrower represents
and warrants to the Administrative Agent and the Lenders (except
that the Borrowers make no representation (i) as to the continued
accuracy of the representation and warranty contained in
Section 3.02 of the Credit Agreement and (ii) with
respect to the second sentence of Section 3.07 of the Credit
Agreement, the Specified Default (as defined in the Fourth
Amendment and Limited Waiver)) that (a) the representations and
warrantie
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