LIMITED
WAIVER , dated as of March 31, 2009 (the “
Waiver ”), to the Amended and Restated Credit
Agreement, dated as of April 10, 2007 (as amended,
supplemented or otherwise modified, the “ Credit
Agreement ”), among Visteon Corporation (the “
Borrower ”), the several banks and other financial
institutions or entities from time to time parties to the Credit
Agreement (the “ Lenders ”), Credit Suisse
Securities (USA) LLC and Sumitomo Mitsui Banking Corporation,
as co-documentation agents, Citicorp USA, Inc., as syndication
agent, JPMorgan Chase Bank, N.A., as administrative agent (in such
capacity, the “ Administrative Agent ”), and
J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as
joint lead arrangers and joint bookrunners. Unless otherwise
defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit
Agreement.
Pursuant to
Section 5.1(a) of the Credit Agreement, within 90 days
after the end of each fiscal year, the Borrower shall furnish to
the Administrative Agent its audited consolidated balance sheet as
of the end of such year, and its audited consolidated statements of
income and cash flows for such year, which shall be reported on
without a “going concern” or like qualification or
exception, or a qualification arising out of the scope of the
audit, by PricewaterhouseCoopers LLP or other independent certified
public accountants of nationally recognized standing (an “
Unqualified Opinion ”);
The Borrower has
notified the Lenders and the Administrative Agent that the report
of its independent registered public accounting firm on the
Borrower’s financial statements for the fiscal year ended
December 31, 2008 may contain a going concern exception, thus
failing to be an Unqualified Opinion and resulting in a Default
under Section 7(d) of the Credit Agreement. Accordingly, the
Borrower has requested that the Lenders waive any Default or Event
of Default arising from such failure to deliver an Unqualified
Opinion for the fiscal year ended December 31, 2008 (the
“ Specified Default ”);
Subject to the
terms and conditions herein, the Required Lenders have agreed to
provide a limited waiver as to the Specified Default as described
herein.
SECTION 1.
Limited Waiver .
The undersigned
Required Lenders hereby waive solely during the Waiver Period (as
defined below) the Specified Default (which shall be deemed not to
be continuing for all purposes of the Credit Agreement during the
Waiver Period). The Waiver Period shall extend from the date hereof
until May 30, 2009, unless terminated earlier as a result of
the Borrower’s failure to comply with its agreements herein
or referred to herein, or extended at the sole option of the
Required Lenders (the “ Waiver Period ”). Upon
the termination or expiration of the Waiver Period, an immediate
Event of Default shall exist under the Credit Agreement, unless
cured or waived by the Required Lenders. This waiver shall not
extend beyond the terms expressly set forth herein, nor impair any
right or power accruing to any Lender or the Administrative Agent
with respect to any other
Default or
Event of Default. Nothing contained herein shall be deemed to imply
any willingness of the Lenders or the Administrative Agent to agree
to any similar or other waiver that may be requested by the
Borrowers, or except to the extent expressly set forth herein,
otherwise prejudice, impair or affect any rights or remedies of the
Administrative Agent or Lenders with respect to the Credit
Agreement or other Loan Documents.
Each of the
Mortgages executed on or prior to the date hereof is hereby amended
to delete clause (iii) from the definition of “Secured
Parties”, to re-number clause (iv) thereof as clause
(iii) and to re-number clause (v) thereof as clause
(iv).
SECTION 3.
Conditions Precedent. This Waiver shall become
effective on the date (the “ Waiver Effective Date
”) on which:
(a) each
of the Borrower and the Required Lenders shall have duly executed
and delivered a counterpart hereof to the Administrative
Agent;
(b) each
of the Borrower and the members of the ad hoc steering committee of
Lenders (the “ Committee ”) shall have executed
and delivered a letter ag
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