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 Default or 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
|
