EX-10.1






Exhibit 10.1




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.




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, 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:




ARTICLE I




AMENDMENTS




          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.”



ARTICLE II




CONDITIONS TO CLOSING




          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.




ARTICLE III




MISCELLANEOUS




          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 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




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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, (c) the execution, delivery and performance of this Amendment and the
performance of the Agreement as modified by this Amendment will not violate any provision of law,
any order of any court or other agency of government, the formation or governing documents of any
Borrower or any of its Subsidiaries, or any provision of any indenture, note, agreement or other
instrument to which any Borrower or any of its Subsidiaries is a party, or by which it or any of
its properties or assets are bound, (d) the execution, delivery and performance of this Amendment
and the performance of the Agreement as modified by this Amendment will not be in conflict with,
result in a breach of or constitute (with or without notice or passage of time) a default under
any such indenture, note, agreement or other instrument, and (e) 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 3.4 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 3.5 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 3.6 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 3.7 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 3.8 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 3.9 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.





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[Remainder of this page is intentionally left blank.]





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Seventh 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 	 
	 




 









 








Seventh
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 	 
	 




 









 








Seventh 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 	 
	 
	 	VISTEON GLOBAL TREASURY, INC.

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




 









 








Seventh
Amendment to Visteon 
Credit Agreement




	 	 	 	 	 
	 	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 	 
	 
	 	MIG-VISTEON AUTOMOTIVE SYSTEMS, LLC

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




 









 








Seventh Amendment to Visteon
 Credit Agreement




	 	 	 	 	 
	 	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/ David W. Doucette
 	 
	 	 	Name:  	David W. Doucette  	 
	 	 	Title:  	Vice President 	 
	 




 









 








Seventh
Amendment to Visteon
 Credit Agreement




	 	 	 	 	 
	 	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 	 
	 
	 	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 	 
	 




 









 








Seventh
Amendment to Visteon
 Credit Agreement




	 	 	 	 	 
	 	FORD MOTOR COMPANY, as Lender and Swingline Lender

 	 
	 	By  	/s/ Michael L. Seneski
 	 
	 	 	Name:  	Michael L. Seneski  	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 









 









Seventh
Amendment to Visteon 
Credit Agreement




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A. 
as Administrative Agent

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