exv10w40w01



 




EXHIBIT
10.40.01



AMENDMENT TO INTELLECTUAL PROPERTY

CONTRIBUTION AGREEMENT




     This AMENDMENT effective October 1, 2005, is among Visteon Corporation, a Delaware
corporation (“Visteon”), Visteon Global Technologies, Inc., a Michigan Corporation (“VGTI”),
Automotive Components Holdings, Inc. (formerly VFH Holdings, Inc.), a Delaware corporation, and
Automotive Components Holdings, LLC (formerly VFH Holdings LLC), a Delaware limited liability
company (the “Company”).



WITNESSETH:




     WHEREAS, Ford Motor Company, a Delaware corporation (“Ford”) and Visteon are parties to a
Master Agreement (the “Master Agreement”) dated as of September 12, 2005, as a result of which the
parties hereto entered into an Intellectual Property Contribution Agreement (the “IP Contribution
Agreement”) dated October 1, 2005, wherein Visteon and VGTI contributed to the Company certain
intellectual property assets related to the Business as defined therein; and



     WHEREAS, Visteon, VGTI, and the Company have agreed to certain modifications and corrections
to the IP Contribution Agreement and its Appendices and Attachments.



     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 hereby acknowledged, the parties hereto, for themselves,
their successors and permitted assigns, intending to be legally bound, agree as follows:



          A. The definition of “Company Only Products and Technologies” is amended to read as follows:




     “Company Only Products and Technologies” means the following products and
technologies manufactured only by the Company as of the Closing Date, for
manufacture and sale to any customer, including any improvements or developments
for currently produced products or those in the current cycle plan for Plants which
have passed the Visteon CDP Gate 2 (or equivalent) approval, except that any such
improvements or developments 1) that are subject to pre-existing contractual
obligations that prevent transfer to Company are not to be included or 2) that are
subject to a joint development agreement with non-Ford OEM’s, or other suppliers,
subject to mutual agreement of inclusion, or exclusion, between the parties:
Driveshafts, Catalytic Converters, Exhaust System Pipes, Body Stampings, Stabilizer
Bars, Steering Columns, RV Steering Gears, Steering Pumps, Seat Foam, Wiper Motors,
Bumper Fascias, torque arms, bumper shocks, and cam synchronizers.



 









 





          B. The definition of “Non-Core Shared Products and Technologies” is amended to read as
follows:





     “Non-Core Shared Products and Technologies” means Shared Products and
Technologies for any of the following products or technologies: Axles, Power
Take-off Unit (PTU), Manual Steering Gears, HPAS Steering Gears, Ignition Systems,
Air Charging Assemblies, Throttle Bodies, Fuel Charge Assemblies, Fuel Injectors,
Air/Fuel Charging Assemblies, Integrated Air/Fuel Modules, Fuel Pumps, Alternators,
Starters, Fuel Vapor Storage (Carbon Canisters), Glass, and Blow-Molded Fuel Tanks.



          C. Section 7.1 in Appendix 7 is amended to read as follows:





     7.1 VGTI hereby grants to Company an irrevocable, non-exclusive, worldwide,
non-sublicensable, fully paid, royalty free, license to make, have made, use, have
used, sell, offer for sale and import components or systems utilizing the controls
algorithms that exist as of the Closing Date for the following products: Axle
Controls; All Wheel Drive Controls; Ignition Driver/Controls; Wiper Controls; Fuel
Efficient Power Steering; and Electronic Fuel Efficient Power Steering. Such
license is severable and separately transferable by business, under the same terms
hereof, upon sale of all or substantially all of the assets related to that
business to a 3rd party purchaser. Subject to Section 7.04(B) of this
Agreement, Company shall retain rights under that portion of such license which is
transferred to the 3rd party purchaser in the event that Visteon or its
Subsidiaries has remaining manufacturing facilities currently producing products
requiring all or a portion of the transferred license. Neither VGTI nor Company has
any duty or obligation after the Closing Date to provide maintenance, support,
updates, modifications, additions, derivative works, or any other improvements or
variations to the controls algorithms to the other party except for any
modifications rectifying or mitigating an inherent design flaw that was present at
the Closing Date.



          D. Section 11.2 in Appendix 11 is amended to read as follows:





     11.2 VGTI hereby agrees to encumber its ownership of the Engineering Design Tools by
agreeing that it shall not grant sublicenses to any of the Engineering Design Tools as set
forth in the Attachment 11A (“Non-Core Shared Products and Technologies — Engineering
Design Tools”) to Appendix 11 to any 3rd party other than a Visteon Joint
Venture, as defined herein. Such sublicense by VGTI to a Visteon Joint Venture can be
royalty free. Notwithstanding the foregoing, VGTI shall be permitted to grant a sublicense
to a third party acquirer of substantially all the assets of a business of Visteon
Corporation or its affiliates or subsidiaries with respect to Engineering Design Tools
utilized by such business immediately prior to its acquisition by the third party, which can
be royalty free. Such sublicense shall be nontransferable except to a subsequent acquirer
of the business.



 









 





          E. The following Attachments to the IP Contribution Agreement are replaced with the
corresponding Attachments appended hereto: Appendix 1, Attachment 1A; Appendix 2, Attachment 2A;
Appendix 3, Attachment 3A; Appendix 4, Attachment 4A; Appendix 4, Attachment 4B; Appendix 5,
Attachment 5A; Appendix 6, Attachment 6A; Appendix 6, Attachment 6B; Appendix 7, Attachment 7A;
Appendix 8, Attachment 8A; Appendix 11, Attachment 11A; Appendix 12, Attachment 12A; Appendix 14,
Attachment 14A; Appendix 15, Attachment 15A; Appendix 19, Attachment 19A. All other Appendix
Attachments remain unchanged.




          F. The listing of CDP Gate 2 Projects and the listing of Engineering Design Tools included
following original Appendix 21 are deleted therefrom and replaced by Attachment 22.




     WHEREFORE, the parties have signed this Amendment to the Intellectual Property Contribution
Agreement.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VISTEON CORPORATION	 	VISTEON GLOBAL TECHNOLOGIES, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ James F. Palmer	 	By:	 	/s/ James F. Palmer
	 	 	 	 	 	 	 
	 

	 	Name:
	 	James F. Palmer
	 	 	 	Name:
	 	James F. Palmer	 	 	 	 	 	 
	 

	 	Title:
	 	Executive Vice President and

Chief Financial Officer
	 	 	 	Title:
	 	Vice President 	 	 	 	 	 	 
	Date:	 	12/05/2006	 	Date:	 	12/05/2006






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AUTOMOTIVE COMPONENTS 

HOLDINGS, LLC	 	AUTOMOTIVE COMPONENTS

HOLDINGS, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Marcia J. Nunn	 	By:	 	/s/ Marcia J. Nunn
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Marcia J. Nunn
	 	 	 	Name:
	 	Marcia J. Nunn	 	 	 	 	 	 
	 

	 	Title:
	 	Secretary
	 	 	 	Title:
	 	Secretary	 	 	 	 	 	 
	Date:	 	12/11/2006	 	Date:	 	12/11/2006