EX-10.1






Exhibit 10.1




FIFTH AMENDMENT TO CREDIT AGREEMENT





          FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 13, 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,
the Lenders party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative
Agent, Issuing Bank and Swingline Lender.



WITNESSETH:





          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 and that certain Fourth Amendment and Limited Waiver to
Credit Agreement and Amendment to Security Agreement, dated as of March 31, 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;




          WHEREAS, JPMorgan and Ford Motor Company (“Ford”) are party to that certain
Assignment and Assumption Agreement (the “Assignment Agreement”), dated as of the date
hereof, among Ford, JPMorgan, the other Assignors (as defined in the Assignment Agreement) party
thereto and the Agent pursuant to which Ford will purchase 100% of the Loans and the other
outstanding Obligations under the Credit Agreement and will assume all of the undertakings,
agreements and liabilities of the Lenders under such Credit Agreement, including with respect to
participations in Letters of Credit;




          WHEREAS, it is a condition precedent to the effectiveness of the Assignment Agreement that
the parties hereto have executed and delivered this Amendment and this Amendment is effective;
and




          WHEREAS, the Borrowers, the Lenders party hereto, the Administrative Agent, the Issuing
Bank and the Swingline Lender desire 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:



ARTICLE I




AMENDMENTS




          Section 1.1 Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended as follows:



                    (a) New Defined Term. The following new defined term is hereby inserted in proper
alphabetical order:



 









 






          “Fifth Amendment” means that certain Fifth Amendment to Credit Agreement, dated as
of May 13, 2009, among the Borrowers, the Lenders party thereto, and the Administrative Agent.



                    (b) Amendment to Banking Services. The defined term “Banking Services” is hereby amended by
inserting the phrase “, or by any Bank (or any of its Affiliates) listed on Schedule 1.01E”
immediately after the phrase “by any Lender or any of its Affiliates”.



                    (c) Amendment to Banking Services Obligations. The defined term “Banking Services Obligations”
is hereby amended by inserting the phrase “, or to any Bank listed on Schedule 1.01E or any
Affiliate of such Bank” immediately after the phrase “to any Lender or any Affiliate of a Lender”.



                    (d) Amendment to Secured Obligations. The defined term “Secured Obligations” is hereby
amended by (i) inserting the phrase “, or owing to any Person, including the Persons listed on
Schedule 1.01F or any Affiliate of such Person” immediately after the phrase “Swap
Obligations owing to one or more Lenders or their respective Affiliates that are listed on
Schedule 1.01B” appearing in such definition and (ii) by inserting the phrase “or the
Person party thereto or whose Affiliate is party thereto” immediately following the phrase “(other
than JPMCB or an Affiliate of JPMCB)” appearing in such definition.



          Section 1.2 Amendment to Section 2.06(a). Section 2.06(a) (Letters of Credit) of the
Credit Agreement is hereby amended by inserting the following sentence after the first sentence in
such Section: “Notwithstanding anything to the contrary contained herein or in any other Loan
Document, JPMCB, as Issuing Bank, shall not have any obligation to issue any new Letters of Credit
on or after May 1, 2009, nor shall JPMCB, as Issuing Bank, have any obligation to extend, modify,
renew or replace any Letter of Credit outstanding as of May 1, 2009”.



          Section 1.3 Amendment to Section 9.02(b). Section 9.02(b) (Waivers; Amendments) of
the Credit Agreement is hereby amended by inserting the following at the end of the first sentence
”; provided further that no such agreement shall amend or modify the definitions of the
terms “Banking Services”, “Banking Services Obligations” and “Secured Obligations” if the effect
thereof is to convert any Banking Services Obligations or Swap Obligations (both as defined as of
the Fifth Amendment) to unsecured Obligations unless the holders of such Secured Obligations shall
consent to such amendment or modification”.



          Section 1.4 Amendment to the Schedules. The Schedules to the Credit Agreement are
hereby amended by (i) inserting Schedule 1.01E as set forth in Annex A hereto and (ii)
replacing the existing Schedule 1.01B with the new Schedule 1.01B as set forth in Annex C
hereto.



ARTICLE II




RELEASE OF CERTAIN FOREIGN COLLATERAL




          Section 2.1 Release. Each of the Lenders hereby directs, the Administrative Agent, to
release, and the Administrative Agent hereby releases, without representation, recourse or warranty
whatsoever, all of its security interest in the collateral set forth on Schedule I hereto
(collectively, the “Released Collateral”) and the Administrative Agent hereby reassigns any
and all such right, title and interest (if any) that the Administrative Agent may have in the
Released Collateral to the applicable Grantor. For the avoidance of doubt, notwithstanding any
provision of the Intercreditor Agreement, including Sections 4.2(a) and 6(c) thereof, no release of
Collateral contained herein shall apply to any interest of the Term Loan Creditors (as defined in
the Intercreditor Agreement) in any Term Loan



 









 




Collateral (as defined in the Intercreditor Agreement), which interests shall remain in effect
in accordance with the Term Loan Facility Documents, and to the extent the Administrative Agent has
possession of any stock certificates or other possessory collateral evidencing any of the Released
Collateral, the Lenders hereby instruct the Administrative Agent to deliver such stock certificates
or other possessory collateral to the Term Loan Agent (as defined in the Intercreditor Agreement).




          Section 2.2 Other Collateral Unaffected. The release set forth above is strictly
limited to the collateral set forth on Schedule I hereoto and each Grantor hereby ratifies
and reaffirms its grant of liens on or security interests in the other collateral pursuant to such
documents to which such Grantor is a party as security for the Secured Obligations, and confirms
and agrees that such liens and security interests hereafter secure all of the Secured Obligations,
including, without limitation, all additional Secured Obligations hereafter arising or incurred
pursuant to or in connection with this Amendment, the Credit Agreement or any other Loan Document.



          Section 2.3 Further Actions. The Administrative Agent agrees, at the Company’s
expense, to cooperate with the Borrowers and to provide the Company with the information and
additional authorization reasonably required or desirable to effect the release of the
Administrative Agent’s security interest in the Released Collateral.



ARTICLE III




CONDITIONS TO CLOSING




          This Amendment shall become effective when (i) the Borrowers, the Administrative Agent and the
Required Lenders have delivered a duly executed counterpart of this Amendment to the Administrative
Agent (ii) the Borrowers have paid all fees and expenses due to the Administrative Agent and its
counsel to the extent such fees and expenses have been invoiced prior to the date hereof.



ARTICLE IV




GENERAL RELEASE; INDEMNITY.




          Section 4.1 General Release. In consideration of, among other things, Administrative
Agent’s and Lenders’ execution and delivery of this Amendment, the Releasors hereby forever waive,
release and discharge, to the fullest extent permitted by law, each Releasee from the Claims, that
such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or
unknown, whether now existing or hereafter arising, whether arising at law or in equity, against
the Releasees, based in whole or in part on facts, whether or not now known, existing on or before
the effective date of this Amendment, that relate to, arise out of or otherwise are in connection
with: (i) any or all of the Loan Documents (including this Amendment) or the transactions
contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the
dealings or relationships between or among Borrowers or any of their Subsidiaries party to any Loan
Document, on the one hand, and any or all of the Administrative Agent or Lenders on the other hand,
relating to any or all of the documents, transactions, actions or omissions referenced in clause
(i) hereof. In entering into this Amendment, the Borrowers and their Subsidiaries party hereto
consulted with, and have been represented by, legal counsel and expressly disclaims any reliance on
any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges
that the validity and effectiveness of the releases set forth above do not depend in any way on any
such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The
provisions of this Section shall survive the termination of this Amendment, the Credit Agreement,
the other Loan Documents, and payment in full of the Secured Obligations.



 









 





          Section 4.2 Indemnity; Covenant Regarding Released Claims.



                    (a) Each of the Borrowers hereby agrees that it shall be jointly and severally obligated to
indemnify and hold the Releasees harmless in accordance with Section 9.03 of the Credit Agreement
and that such indemnities in favor of the Releasees shall survive the transfer of the Loans and
other obligations, rights and interests pursuant to the Assignment Agreement.



                    (b) Each of the Borrowers and their Subsidiaries party hereto, on behalf of itself and its
successors, assigns, and other legal representatives, hereby absolutely, unconditionally and
irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law,
in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim
released, remised and discharged by any Borrower or any of their Subsidiaries party hereto pursuant
to this Article IV. If any Borrower or any of their Subsidiaries, or any of their
successors, assigns or other legal representatives violates the foregoing covenant, the Borrowers,
each for itself and its successors, assigns and legal representatives, agrees to pay, in addition
to such other damages as any Releasee may sustain as a result of such violation, all attorneys’
fees and costs incurred by any Releasee as a result of such violation. As used herein, (i)
“Claims” shall mean any and all claims (including, without limitation, crossclaims,
counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts,
accounts, interests, liens, promises, warranties, damages and consequential damages, demands,
agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments,
executions, costs or expenses whatsoever; (ii) “Releasees” shall mean each Indemnitee (as
defined in the Credit Agreement); and (iii) “Releasors” shall mean each of the Borrowers
and each of their Subsidiaries party hereto, on behalf of themselves and their respective agents,
representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and
assigns.



ARTICLE V




MISCELLANEOUS




          Section 5.1 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 a 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 5.2 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 5.3 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 warranties set forth in the Loan Documents (including with respect to this Amendment and the
Credit Agreement as amended hereby) are true and correct in all material respects on and as of the
date hereof with the same effect as though made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date, in which event such
representations and warranties were true and correct in all material respects as of such date, (b)
other than the Specified Default ((as defined in the Fourth Amendment and Limited Waiver) no
Default or Event of Default has occurred and is continuing, and (c) this Amendment constitutes, and
any of the documents required herein will constitute upon execution and delivery, legal, valid, and
binding obligations of each Borrower and each of their Subsidiaries party hereto or thereto, each
enforceable in accordance with its terms.



          Section 5.4 Successors and Assigns. This Amendment shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of the Lenders and the Administrative Agent.



          Section 5.5 Headings; Entire Agreement. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction of this Amendment. This
Amendment contains the entire understanding of the parties hereto with regard to the subject matter
contained herein and supersedes all previous communications and negotiations with regard to the
subject matter hereof. No representation, undertaking, promise, or condition concerning the
subject matter hereof shall be binding upon the Administrative Agent or any other Secured Party
unless clearly expressed in this Agreement or in the other documents referred to herein. No
agreement which is reached herein shall give rise to any claim or cause of action except for breach
of the express provisions of a legally binding written agreement.



          Section 5.6 Severability. The provisions of this Amendment are intended to be
severable. If for any reason any provision of this Amendment shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.



          Section 5.7 Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument, and any
party hereto may execute this Amendment by signing any such counterpart. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment.



          Section 5.8 Costs and Expenses. Subject to the terms set forth in Section 9.03 of the
Credit Agreement, the Borrowers agree, jointly and severally, to reimburse the Administrative Agent
for reasonable, documented out of pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable documented fees and other reasonable charges and disbursements
of one counsel for the Administrative Agent (and such other local and foreign counsel as shall be
reasonably required), in connection with this Amendment.



          Section 5.9 Governing Law. The whole of this Amendment and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of
the State of New York, but giving effect to federal laws applicable to national banks.



[Remainder of this page is intentionally left blank.]




 









 








Fifth Amendment to Visteon

Credit Agreement




          IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	BORROWERS:



VISTEON CORPORATION

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	ARS, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	FAIRLANE HOLDINGS, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	GCM/VISTEON AUTOMOTIVE SYSTEMS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	GCM/VISTEON AUTOMOTIVE LEASING SYSTEMS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 







Fifth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	HALLA CLIMATE SYSTEMS ALABAMA CORP.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	INFINITIVE SPEECH SYSTEMS CORP.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON REMANUFACTURING, INCORPORATED

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	SUNGLAS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VC AVIATION SERVICES, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VC REGIONAL ASSEMBLY & MANUFACTURING, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 







Fifth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	VISTEON AC HOLDINGS CORP.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON CLIMATE CONTROL SYSTEMS LIMITED

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON DOMESTIC HOLDINGS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON FINANCIAL CORPORATION

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON GLOBAL TECHNOLOGIES, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 







Fifth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	VISTEON GLOBAL TREASURY, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON INTERNATIONAL BUSINESS DEVELOPMENT, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON LA HOLDINGS CORP.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON SYSTEMS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON TECHNOLOGIES, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	TYLER ROAD INVESTMENTS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 











 





Fifth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	MIG-VISTEON AUTOMOTIVE SYSTEMS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	OASIS HOLDINGS STATUTORY TRUST





By: U.S. Bank National Association (successor to State Street
Bank and Trust Company of Connecticut, National Association),
not in its individual capacity, but solely as trustee

 	 
	 	By  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau  	 
	 	 	Title:  	Vice President 	 
	 
	 	OTHER GRANTORS:





VISTEON ASIA HOLDINGS, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON AUTOMOTIVE HOLDINGS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON EUROPEAN HOLDINGS CORPORATION

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



Fifth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	VISTEON HOLDINGS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON INTERNATIONAL HOLDINGS, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 








Fifth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A. 

as Administrative Agent, Swingline Lender,

Issuing Bank, and Lender

 	 
	 	By  	/s/ Robert P. Kellas
 	 
	 	 	Name:  	Robert P. Kellas  	 
	 	 	Title:  	Executive Director