Exhibit 10.42
SCHEDULE 2
Form of Amended and Restated Master Receivables Purchase and Servicing
Agreement
14 August 2006
(as amended on 13 November 2006 and as further
amended and restated on 29 October 2008)
VISTEON UK LIMITED
VISTEON DEUTSCHLAND GMBH
VISTEON SISTEMAS INTERIORES ESPAÑA, S.L.U.
CÁDIZ ELECTRÓNICA, S.A.U.
VISTEON PORTUGUESA LTD.
VC RECEIVABLES FINANCING CORPORATION LIMITED
(as Sellers and, except for VC, together with US Sub-Servicer the Servicers)
VISTEON ELECTRONICS CORPORATION
(as Master Servicer, VEC and US Sub-Servicer)
VISTEON FINANCIAL CENTRE P.L.C.
(as Master Purchaser)
THE LAW DEBENTURE TRUST CORPORATION P.L.C.
(as Security Trustee)
CITIBANK, N.A.
(as MP Cash Manager)
CITIBANK INTERNATIONAL PLC
(as Funding Agent)
CITICORP USA, INC.
(as Collateral Monitoring Agent)
VISTEON CORPORATION
(as Parent)
VISTEON EUROPEAN SECURITISATION
FACILITY
MASTER RECEIVABLES
PURCHASE AND SERVICING AGREEMENT
(FRESHFIELDS BRUCKHAUS DERINGER) [k47622k4762202.gif]
Freshfields Bruckhaus Deringer LLP
65 Fleet Street
London EC4Y 1HS
CONTENTS
CLAUSE
PAGE
SECTION I - DEFINITIONS AND INTERPRETATION
3
1. DEFINITIONS AND INTERPRETATION
3
SECTION II - SALE AND PURCHASE OF RECEIVABLES
4
2. COMMITMENT TO SELL AND PURCHASE RECEIVABLES
4
3. DETERMINATION AND PAYMENT OF THE PURCHASE PRICE AND OTHER PAYMENTS
8
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
12
5. PERFECTION
23
6. TERMINATION
25
7. REMEDIES FOR BREACH OF WARRANTY
26
SECTION III - SERVICING OF THE PURCHASED RECEIVABLES
28
8. APPOINTMENT OF SERVICERS AND COLLATERAL MONITORING AGENT
28
9. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
31
10. COLLECTION OF RECEIVABLES
31
11. RECORDS AND ACCOUNTS
33
12. CALCULATIONS
34
13. APPLICATION OF FUNDS
35
14. REPORTS
35
15. PURCHASES
37
16. ENFORCEMENT
37
17. RECORDS AND INFORMATION AND REVIEWS
37
18. UNDERTAKINGS OF THE SERVICERS
39
19. SUB CONTRACTS
44
20. LIABILITY OF SERVICER
44
21. SERVICING FEE
45
22. TERMINATION OF APPOINTMENT
45
SECTION IV - GENERAL
48
23. FURTHER PROVISIONS
48
24. GOVERNING LAW AND JURISDICTION
50
SCHEDULE 1
61
SCHEDULE 2
64
Page I
CLAUSE
PAGE
SCHEDULE 3 ELIGIBILITY CRITERIA IN RESPECT OF RECEIVABLES
72
SCHEDULE 4
75
SCHEDULE 5 FORM OF COMPLIANCE CERTIFICATE
89
SCHEDULE 6
91
SCHEDULE 7
92
SCHEDULE 8 FORM OF TRANSFER AGREEMENT RELATING TO RECEIVABLES GOVERNED BY GERMAN
LAW
93
SCHEDULE 9 NOTICES OF ASSIGNMENT
98
SCHEDULE 10 MASTER PURCHASER RECEIVABLES POWERS OF ATTORNEY
112
SCHEDULE 11 PROVISIONS RELATING TO SALE AND ASSIGNMENT OF SPANISH RECEIVABLES
125
SCHEDULE 12 FORM OF SPANISH OFFER DEED
132
SCHEDULE 13 FORM OF SPANISH MASTER PURCHASER ACCEPTANCE
137
Page II
THIS AGREEMENT is made on 14 August 2006 (as amended on 13 November 2006 and
further amended and restated on 29 October 2008) as a DEED
Between:
(1)
VISTEON FINANCIAL CENTRE P.L.C., a company incorporated in Ireland,
registered in Ireland with the Companies Registration Office with number 423820,
whose registered office is at First Floor, 7 Exchange Place, International
Financial Services Centre, Dublin 1, Ireland (the Master Purchaser);
(2)
VISTEON ELECTRONICS CORPORATION, a company incorporated under the laws of
the State of Delaware with registered number 4370018 whose registered office is
at One Village Center Drive, Van Buren Township, Michigan 48111,