time including as amended by the letter agreement dated May 17, 2007 among the Company, Ford
Motor Company and Lehman Brothers.
WARRANT SHARES means the shares of Common Stock deliverable upon exercise of this Warrant,
as adjusted from time to time.
(b) Capitalized terms used but not defined herein shall have the meanings assigned to such
terms in the Stockholder Agreement.
2. Exercise of Warrant.
(a) The Holder is entitled to exercise this Warrant in whole or in part at any time, or from
time to time, commencing on the earlier of (i) the second anniversary of the Effective Date and
(ii) the occurrence of a Change of Control and ending on the Expiration Date or, if any such day is
not a Business Day, then on the next succeeding day that shall be a Business Day. To exercise this
Warrant, the Holder shall execute and deliver to the Company a Warrant Exercise Notice
substantially in the form annexed hereto and, if the Holder so desires, such Warrant Exercise
Notice shall include a written request by the Holder to exercise this Warrant on a cashless basis
pursuant to paragraph 2(e). Promptly, and in any event within five (5) days, after delivery of the
Warrant Exercise Notice, the Company shall notify the Holder in writing (x) whether it will settle
such exercise in cash pursuant to paragraph 2(d)(ii) or (y) if a request for cashless exercise has
been made by the Holder, whether it will permit the Holder to exercise on a cashless basis pursuant
to paragraph 2(e). Subject to paragraph 2(e) below, within ten (10) days after delivery of the
Warrant Exercise Notice, the Holder shall deliver to the Company this Warrant Certificate,
including the Warrant Exercise Subscription Form forming a part hereof duly executed by the Holder,
together with payment of the applicable Exercise Price (unless the Company shall have elected to
settle in cash pursuant to paragraph 2(d)(ii), in which case the applicable Exercise Price shall be
netted against the cash settlement amount payable by the Company pursuant to paragraph 2(d)(ii)).
At the close of business on the date of such delivery and payment, the Holder shall be deemed to be
the holder of record of the Warrant Shares subject to such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates representing such Warrant
Shares shall not then be actually delivered to the Holder.
(b) The Exercise Price shall be paid by wire transfer of immediately available funds to a bank
account designated by the Company. Any documentary, stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of the Warrant Shares shall be borne by the party or
parties having responsibility therefor under applicable law; provided, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in
the issuance and delivery of the Warrant Shares in a name other than that of the then Holder of
this Warrant; provided, further, that the parties shall take reasonable steps to
minimize such taxes.
(c) If the Holder exercises this Warrant in part, this Warrant Certificate shall be
surrendered by the Holder to the Company and a new Warrant Certificate of the same tenor and for
the unexercised number of Warrant Shares shall be executed by the Company as promptly as reasonably
practicable. The Company shall register the new Warrant Certificate in
3
the name of the Holder or in such name or names of its transferee pursuant to paragraph 7
hereof as may be directed in writing by the Holder and deliver the new Warrant Certificate to the
Person or Persons entitled to receive the same as promptly as reasonably practicable.
(d) Upon surrender of this Warrant Certificate in conformity with the foregoing provisions,
the Company shall, as promptly as reasonably practicable, either (i) transfer to the Holder of this
Warrant Certificate appropriate evidence of ownership of the shares of Common Stock or other
securities or property (including any money) to which the Holder is entitled, registered or
otherwise placed in, or payable to the order of, the name or names of the Holder or such transferee
as may be directed in writing by the Holder, and shall, as promptly as reasonably practicable,
deliver such evidence of ownership and any other securities or property (including any money) to
the Person or Persons entitled to receive the same or (ii) if the Company has elected pursuant to
paragraph 2(a) to cash settle, pay an amount in cash equal to (x) such number of shares of Common
Stock to which the Holder is entitled times the Current Market Price on the Business Day
immediately preceding the date on which the Holder delivered the Warrant Exercise Notice pursuant
to paragraph 2(a) minus (y) the applicable Exercise Price, if any, that would have otherwise been
payable by the Holder, in each case of clauses (i) or (ii) together with an amount in cash in lieu
of any fraction of a share as provided in paragraph 6 below, such amounts to be paid in cash or by
wire transfer of immediately available funds to a bank account designated by the Holder or by
certified or official bank check or bank cashiers check payable to the order of such Holder or by
any combination of such cash, wire transfer or check.
(e) If the Company permits a cashless exercise by the Holder, in lieu of making the payment
required to exercise the Warrant pursuant to paragraph 2(a) (but in all other respects in
accordance with the exercise procedure set forth in paragraph 2(a)), the Holder may convert this
Warrant into shares of Common Stock, in which event the Company will issue to the Holder the number
of shares of Common Stock equal to the result obtained under the following equation:
X = [(A - B) x C]/A where:
X = the number of shares of Common Stock issuable upon exercise pursuant to this
paragraph 2(e);
A = the Current Market Price Per Common Share on the Business Day immediately
preceding the date on which the Holder delivers the Warrant Exercise Notice pursuant
to paragraph 2(a);
B = the Exercise Price; and
C = the number of shares of Common Stock as to which this Warrant is being exercised
pursuant to paragraph 2(a).
If the foregoing calculation results in a negative number, then no shares of Common
Stock shall be issued upon exercise pursuant to this paragraph 2(e).
4
3. Beneficial Ownership. Notwithstanding anything to the contrary in this Warrant, in
no event shall the Holder be entitled to receive, or shall be deemed by applicable law to receive,
any Warrant Shares if, upon the receipt of such Warrant Shares, the beneficial ownership (within
the meaning of Section 13 of the 1934 Act and the rules and regulations promulgated thereunder) of
Common Stock by the Holder would be equal to or greater than 9.9% of the outstanding shares of
Common Stock. If any delivery owed to the Holder hereunder is not made, in whole or in part, as a
result of this provision, the Companys obligation to make such delivery shall not be extinguished
and the Company shall make such delivery as promptly as practicable after, but in no event later
than two (2) Business Days after, the Holder gives notice to the Company that such delivery would
not result in the Holder directly or indirectly so beneficially owning in excess of 9.9% of the
outstanding shares of Common Stock. Upon request, the Company shall advise the Holder of the
number of shares of Common Stock outstanding, in order to permit the Holder to make the calculation
contemplated by this paragraph 3. The Company shall have no responsibility to monitor the
beneficial ownership of Common Stock by the Holder. For the avoidance of doubt, nothing in this
paragraph 3 shall entitle the Holder to exercise this Warrant after the Expiration Date.
4. Restrictive Legend. Certificates representing shares of Common Stock issued
pursuant to this Warrant shall bear a legend substantially in the form of the legend set forth on
the first page of this Warrant Certificate to the extent that and for so long as such legend is
required pursuant to the Stockholder Agreement.
5. Reservation of Shares; NYSE Listing. The Company hereby agrees that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant such number of its
authorized but unissued shares of Common Stock or other securities of the Company from time to time
issuable upon exercise of this Warrant as will be sufficient to permit the exercise in full of this
Warrant. All such shares shall be duly authorized and, when issued upon such exercise, shall be
validly issued, fully paid and non-assessable, free and clear of all liens, security interests,
charges and (except as contemplated in the legend referred to in paragraph 4) other encumbrances or
restrictions on sale and free and clear of all preemptive rights.
If the Warrant Shares have not been approved for listing on the NYSE as of the date hereof,
the Company shall use its reasonable best efforts to cause the Warrant Shares to be so approved for
listing as soon as practicable after the date hereof.
6. Fractional Shares. No fractional shares or scrip representing fractional shares
shall be issued upon the exercise of this Warrant and in lieu of delivery of any such fractional
share upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the Current Market Price Per Common Share on the Business Day immediately
preceding the date on which the Holder delivers the Warrant Exercise Notice pursuant to paragraph
2(a).
CURRENT MARKET PRICE PER COMMON SHARE on any date shall be the average of the Daily Prices
(as defined below) per share of Common Stock for the twenty (20) consecutive trading days
immediately prior to such date. DAILY PRICE means (A) the last reported sale price on such day
on the NYSE Composite Transactions Tape; or (B) if the
5
shares of Common Stock then are not traded on the NYSE, the closing price (at the close of the
regular trading session) on such day as reported by the principal national securities exchange (or
principal trading market/quotation system) on which the shares are listed and traded. If on any
determination date the shares of such class of Common Stock are not quoted by any such
organization, the Current Market Price Per Common Share shall be the fair market value of such
shares on such determination date as determined in good faith by the Board of Directors.
7. Exchange, Transfer or Assignment of Warrant. Until the second anniversary of the
Effective Date, the Holder shall not sell, pledge, exchange, assign or transfer this Warrant;
provided, that the Holder may exchange, transfer or assign this Warrant to any Affiliate of
the Holder upon complying with the terms of this Section 7 and the Stockholder Agreement.
Commencing upon the second anniversary of the Effective Date and subject to compliance with the
Stockholder Agreement, the Holder of this Warrant shall be entitled, without obtaining the consent
of the Company to assign and transfer this Warrant, at any time in whole or from time to time in
part, to any Person or Persons. Subject to the preceding sentences, upon surrender of this Warrant
to the Company, together with the attached Warrant Assignment Form duly executed, the Company
shall, as promptly as reasonably practicable and without charge, execute and deliver new Warrant
Certificates in the name of the assignee or assignee named in such instrument of assignment and, if
the Holders entire interest is not being assigned, in the name of the Holder and this Warrant
Certificate shall promptly be canceled. Each taker and holder of this Warrant Certificate by
taking or holding the same, consents and agrees that the registered holder hereof may be treated by
the Company and all other persons dealing with this Warrant Certificate as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights represented hereby.
8. Loss or Destruction of Warrant. Upon receipt by the Company of evidence
satisfactory to it (in the exercise of its reasonable discretion) of the loss, theft, destruction
or mutilation of this Warrant Certificate, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant
Certificate, if mutilated, the Company shall execute and deliver a new Warrant Certificate of like
tenor and date.
9. Anti-dilution Provisions.
(a) (i) In case the Company shall at any time after the date hereof subdivide or split its
outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision or split shall be proportionately reduced and the number of
shares of Common Stock purchasable under this Warrant shall be proportionately increased.
Conversely, in case the outstanding shares of Common Stock shall be combined or reclassified into a
smaller number of shares, the Exercise Price in effect immediately prior to such combination or
reclassification shall be proportionately increased and the number of shares of Common Stock
purchasable under this Warrant shall be proportionately decreased.
(ii) In case the Company shall at any time after the date hereof declare a dividend or
make a distribution on Common Stock generally, that is payable in Common Stock, the Exercise
Price in effect at the time of the record date for such dividend or distribution and the
aggregate number of shares of Common Stock receivable
6
upon exercise of this Warrant shall be proportionately adjusted so that the exercise of
this Warrant in full after such time shall entitle the Holder to receive (for the Aggregate
Exercise Price (as defined below)) the aggregate number of shares of Common Stock which, if
this Warrant had been exercised in full immediately prior to such time (for the aggregate
Exercise Price in effect at such time (the AGGREGATE EXERCISE PRICE)), such Holder would
have owned upon such exercise and been entitled to receive by virtue of such dividend or
distribution. If any declared dividend or distribution on Common Stock payable in Common
Stock for which adjustments have been made pursuant to the immediately preceding sentence is
not paid in whole or in part on the applicable payment date, then, effective as of the time
of the record date for such dividend or distribution, the Exercise Price and the aggregate
number of shares of Common Stock receivable upon exercise of this Warrant shall be
proportionately readjusted so that the exercise of this Warrant in full after such time
shall entitle the Holder to receive (for the Aggregate Exercise Price) the aggregate number
of shares of Common Stock which, if this Warrant had been exercised in full immediately
prior to such time (for the Aggregate Exercise Price), such Holder would have owned upon
such exercise and in fact received by virtue of such dividend or distribution.
(iii) In case the Company shall at any time after the date hereof issue any shares of
its capital stock in a reclassification of Common Stock (including any such reclassification
in connection with a consolidation or merger in which the Company is the continuing
corporation), then, as a condition to such reclassification, lawful provisions shall be
made, and duly executed documents evidencing the same from the Company or its successor
shall be delivered to the Holder, so that the Holder shall have the right at any time that
this Warrant is exercisable to purchase, at a total price equal to that payable upon
exercise of this Warrant, the kind and amount of capital stock receivable in connection with
such recapitalization by a record holder of the same number of shares of Common Stock as
were purchasable (without applying the restrictions set forth in paragraph 3 hereof) by the
Holder immediately prior to such recapitalization. Such adjustments under this paragraph
9(a) shall be made successively whenever any event listed above shall occur.
(b) Except in the case of Excluded Transactions (as defined below), in case the Company shall
fix a record date for the issuance of rights, options or warrants to the holders of its Common
Stock generally, entitling such holders to subscribe for or purchase shares of Common Stock (or
securities convertible into shares of Common Stock) at a price per share of Common Stock (or having
a conversion price per share of Common Stock, if a security convertible into shares of Common
Stock) less than the Current Market Price Per Common Share on such record date (or if such date of
issuance is more than sixty days after the record date, less than the Current Market Price Per
Common Share on such date of issuance), the maximum number of shares of Common Stock issuable upon
exercise of such rights, options or warrants (or conversion of such convertible securities) shall
be deemed to have been issued and outstanding as of such record date (or if such date of issuance
is more than sixty days after the record date, on such date of issuance) and the Exercise Price to
be in effect after such issuance or sale shall be determined by multiplying the Exercise Price in
effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be
the sum of (x) the number of shares of Common Stock outstanding immediately prior to the time of
such issuance or sale
7
multiplied by the Current Market Price Per Common Share immediately prior to such issuance or
sale and (y) the aggregate consideration, if any, to be received by the Company upon such issuance
or sale, and the denominator of which shall be the product of the aggregate number of shares of
Common Stock outstanding immediately after such issuance or sale and the Current Market Price Per
Common Share immediately prior to such issuance or sale. In case any portion of the consideration
to be received by the Company shall be in a form other than cash, the fair market value of such
noncash consideration shall be utilized in the foregoing computation. Such fair market value shall
be determined by the Board of Directors. The Holder shall be notified promptly of any
consideration other than cash to be received by the Company and furnished with a description of the
consideration and the fair market value thereof, as determined in good faith by the Board of
Directors. Such adjustment shall be made successively whenever any such record date is fixed; and
in the event that such rights, options or warrants or securities convertible into shares of Common
Stock are not so issued or expire unexercised, or in the event of a change in the number of shares
of Common Stock to which the holders of such rights, options or warrants or securities convertible
into shares of Common Stock are entitled or the aggregate consideration payable by the holders of
such rights, options, warrants or convertible securities for such shares of Common Stock prior to
their receipt of such shares of Common Stock (other than pursuant to adjustment provisions therein
comparable to those contained in this paragraph 9), the Exercise Price shall again be adjusted to
be the Exercise Price which would then be in effect if such rights, options or warrants or
securities convertible into shares of Common Stock that were not so issued or expired unexercised
had never had their related record date fixed, in the former event, or the Exercise Price which
would then be in effect if such holder had initially been entitled to such changed number of shares
of Common Stock or required to pay such changed consideration, in the latter event. EXCLUDED
TRANSACTIONS means any Common Stock issued by the Company (i) upon exercise or conversion of any
security the issuance of which caused an adjustment under this paragraph 9, (ii) pursuant to
employee or director compensation plans or arrangements and (iii) pursuant to a stockholder rights
plan adopted by the Company.
(c) In case the Company shall fix a record date for the making of a distribution to holders of
Common Stock in their capacities as such (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing corporation) of cash, evidences of
indebtedness, assets or other property (other than (i) ordinary dividends payable in cash, (ii)
dividends payable in Common Stock, (iii) distributions in connection with a stockholder rights plan
adopted by the Company or (iv) rights, options or warrants or convertible securities referred to
in, and for which an adjustment is made pursuant to, paragraph 9(b) hereof), the Exercise Price to
be in effect after such record date shall be determined by multiplying the Exercise Price in effect
immediately prior to such record date by a fraction, the numerator of which shall be the Current
Market Price Per Common Share on such record date, less the fair market value (determined as set
forth in paragraph 9(b) hereof) of the portion of the assets, other property or evidence of
indebtedness so to be distributed which is applicable to one share of Common Stock, and the
denominator of which shall be such Current Market Price Per Common Share. Such adjustments shall
be made successively whenever such a record date is fixed; and in the event that such distribution
is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would
then be in effect if such record date had not been fixed.
8
(d) In case at any time or from time to time the Company shall take any action affecting its
capital stock as such, other than an action described in any of the foregoing clauses (a) through
(c), which the Board of Directors of the Company reasonably determines in good faith will adversely
affect the rights of the Holders of the Warrants, the number of shares of Common Stock purchasable
upon exercise of each Warrant and/or the Exercise Price shall be adjusted in such manner and at
such time as the Board of Directors of the Company may reasonably and in good faith determine to be
equitable in the circumstances.
(e) The Company may, at its option, at any time during the term of the Warrants, reduce the
then current Exercise Price (but in no event below the par value of a share of Common Stock) or
increase the number of shares of Common Stock for which the Warrant may be exercised to any amount
deemed appropriate by the Board of Directors; provided, however, that if the
Company elects to make such adjustment, such adjustment will remain in effect for at least a 5-day
period, after which time the Company may, at its option, reinstate the Exercise Price or number of
shares of Common Stock in effect prior to such adjustment, as applicable, subject to any interim
adjustments pursuant to this paragraph 9.
(f) No adjustment in the Exercise Price or otherwise pursuant to paragraph 9(a) through (c)
shall be required unless such adjustment would require an increase or decrease of at least one
percent in such price; provided, that any adjustments which by reason of this paragraph
9(f) are not required to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this paragraph 9 shall be made to the nearest $0.001 or to the
nearest hundredth of a share of Common Stock, as the case may be.
(g) In the event that, at any time as a result of the provisions of this paragraph 9, the
holder of this Warrant upon subsequent exercise shall become entitled to receive any shares of
capital stock of the Company other than Common Stock, the number of such other shares so receivable
upon exercise of this Warrant shall thereafter be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions contained herein.
(h) Upon the occurrence of each adjustment or readjustment pursuant to this paragraph 9 or
paragraph 10 below, the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the holder of this Warrant a
certificate setting forth such adjustment or readjustment and showing in detail the facts upon
which such adjustment or readjustment is based. The Company shall, upon the written request, at
any time, of the holder, furnish or cause to be furnished to such holder a like certificate setting
forth (i) such adjustments and readjustments, (ii) the Exercise Price at the time in effect and
(iii) the number of shares and the amount, if any, of other property that at the time would be
received upon exercise of the Warrant.
(i) The Company will not, by any voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the Company, but will at
all times in good faith assist in the carrying out of all of the provisions of this paragraph 9 and
in the taking of all such action necessary or appropriate in order to protect the rights of the
holder of this Warrant against impairment.
9
10. Consolidation, Merger or Sale of Assets. In case of any consolidation of the
Company with, or merger of the Company into, any other Person, any merger of another Person into
the Company (other than a consolidation or merger which does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer
of all or substantially all of the assets of the Company or of the Person formed by such
consolidation or resulting from such merger or which acquires such assets, as the case may be, the
Holder shall have the right thereafter, upon exercise of this Warrant in accordance with and
subject to all of the provisions of this Warrant, to receive the kind and amount of securities,
cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of
the number of shares of Common Stock for which this Warrant may have been exercised (without
applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation,
merger, sale or transfer, assuming (i) such holder of Common Stock is not a Person with which the
Company consolidated or into which the Company merged or which merged into the Company or to which
such sale or transfer was made, as the case may be (CONSTITUENT PERSON), or an Affiliate of a
constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes
an election as to the consideration to be received by the holders, such holder of Common Stock
failed to exercise its rights of election, as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or
amount of securities, cash and other property receivable upon such consolidation, merger, sale or
transfer is not the same for each share of Common Stock held immediately prior to such
consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised (NON-ELECTING
SHARE), then for the purpose of this paragraph 9 the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer by each non-electing share
shall be deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). Adjustments for events subsequent to the effective date of such a
consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant. In any such event, effective provisions shall be made in
the certificate or articles of incorporation of the resulting or surviving corporation, in any
contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth
herein for the protection of the rights of the Holder shall thereafter continue to be applicable;
and any such resulting or surviving corporation shall expressly assume the obligation to deliver,
upon exercise, such shares of stock, other securities, cash and property. The provisions of this
paragraph 10 shall similarly apply to successive consolidations, mergers, sales, leases or
transfers.
11. Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission and electronic mail (E-MAIL) transmission,
so long as a receipt of such e-mail is requested and received) and shall be given,
if to Lehman Brothers, to:
LB I Group, Inc.
c/o Lehman Brothers Inc.
399 Park Avenue, 9th Floor
New York, NY 10022
Attention: Michael Bruynesteyn
10
Facsimile No.:
E-mail: michael.bruynesteyn@lehman.com
with a copy (which shall not constitute notice) to:
Office of the General Counsel
Lehman Brothers Inc.
399 Park Avenue, 10th Floor
New York, New York 10022
Facsimile No.: 212-520-0421
and
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104-0185
Attention: Anna Pinedo
Facsimile No.: (212) 468-7900
E-mail: apinedo@mofo.com
if to the Company, to:
Visteon Corporation
One Village Center Drive
Van Buren Township, Michigan 48111
Attention: John Donofrio, General Counsel
Facsimile No.: (734) 710-7132
E-mail: jdonofri@visteon.com
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Michael E. Lubowitz
Facsimile No.: (212) 310-8007
E-mail: michael.lubowitz@weil.com
or such other address, facsimile number or e-mail address as such party may hereafter specify for
the purpose by notice to the other parties hereto. All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient thereof if received
prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have been received
until the next succeeding Business Day in the place of receipt.
12. Rights of the Holder. Prior to the exercise of any Warrant, the Holder shall not,
by virtue hereof, be entitled to any rights of a shareholder of the Company, including, without
limitation, the right to vote, to receive dividends or other distributions, to exercise any
11
preemptive right or to receive any notice of meetings of shareholders or any notice of any
proceedings of the Company except as may be specifically provided for herein.
13. Governing Law. This Warrant shall be governed by and construed in accordance with
the law of the State of Delaware, without regard to the conflicts of law rules of such state.
14. Dispute Resolution.
(a) If a dispute arises between the parties relating to this Warrant, the following shall be
the sole and exclusive procedure for enforcing the terms hereof and for seeking relief, including
but not limited to damages, injunctive relief and specific performance:
(i) The parties promptly shall hold a meeting of senior executives with decision-making
authority to attempt in good faith to negotiate a mutually satisfactory resolution of the
dispute; provided that no party shall be under any obligation whatsoever to reach, accept or
agree to any such resolution; provided further, that no such meeting shall be deemed to
vitiate or reduce the obligations and liabilities of the parties or be deemed a waiver by a
party hereto of any remedies to which such party would otherwise be entitled.
(ii) If the parties are unable to negotiate a mutually satisfactory resolution as
provided above, then upon request by either party, the matter shall be submitted to binding
arbitration before a sole arbitrator in accordance with the CPR Rules, including discovery
rules, for Non-Administered Arbitration. Within five (5) Business Days after the selection
of the arbitrator, each party shall submit its requested relief to the other party and to
the arbitrator with a view toward settling the matter prior to commencement of discovery.
If no settlement is reached, then discovery shall proceed. Upon the conclusion of
discovery, each party shall again submit to the arbitrator its requested relief (which may
be modified from the initial submission) and the arbitrator shall select only the entire
requested relief submitted by one party or the other, as the arbitrator deems most
appropriate. The arbitrator shall not select one partys requested relief as to certain
claims or counterclaims and the other partys requested relief as to other claims or
counterclaims. Rather, the arbitrator must only select one or the other partys entire
requested relief on all of the asserted claims and counterclaims, and the arbitrator shall
enter a final ruling that adopts in whole such requested relief. The arbitrator shall limit
his/her final ruling to selecting the entire requested relief he/she considers the most
appropriate from those submitted by the parties.
(iii) Arbitration shall take place in the City of New York, New York unless the parties
agree otherwise or the arbitrator selected by the parties orders otherwise. Punitive or
exemplary damages shall not be awarded. This paragraph 14 is subject to the Federal
Arbitration Act, 28 U.S.C.A. Section 1, et seq., or comparable legislation
in non-U.S. jurisdictions, and judgment upon the award rendered by the arbitrator may be
entered by any court having jurisdiction.
15. Jurisdiction. Subject to paragraph 14, the parties hereto agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any matter arising out of or
in
12
connection with, this Warrant or the transactions contemplated hereby shall be brought in any
federal court sitting in the City of New York or any Chancery Court of the State of Delaware, so
long as one of such courts shall have subject matter jurisdiction over such suit, action or
proceeding. Each of the parties hereby irrevocably consents to the jurisdiction of such courts
(and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding in any such court
or that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such court.
16. Amendments; Waivers. Any provision of this Warrant Certificate may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an
amendment, by the Holder and the Company, or in the case of a waiver, by the party against whom the
waiver is to be effective; provided that if there shall be more than one Holder of this Warrant,
any amendment of this Warrant Certificate approved by the Company and holders of a majority of the
Warrant Shares will be binding on each Holder. No failure or delay by either party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.
17. Successors and Assigns. Subject to applicable securities laws and compliance with
the terms of this Warrant, (x) this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors of the Company and the successors and
permitted assigns and transferees of the Holder and (y) the provisions of this Warrant are intended
to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by
any such Holder.
13
IN WITNESS WHEREOF, the Company has duly caused this Warrant Certificate to be signed by its
duly authorized officer and to be dated as of May 17, 2007.
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VISTEON CORPORATION |
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By:
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/s/ William G. Quigley III |
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Name:
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William G. Quigley III |
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Title:
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Senior Vice President |
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and Chief Financial Officer |
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Acknowledged and Agreed: |
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LB I GROUP, INC. |
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By:
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/s/ Eric C. Salzman |
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Name:
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Eric C. Salzman |
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Title:
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Managing Director |
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14
WARRANT EXERCISE NOTICE
(To be delivered prior to exercise of the Warrant by execution of the Warrant Exercise
Subscription Form)
To: Visteon Corporation
The undersigned hereby notifies you of its intention to exercise the Warrant to purchase
shares of Common Stock, par value $1.00 per share, of Visteon Corporation (the COMPANY). The
undersigned intends to exercise the Warrant to purchase shares (the SHARES) at
$ per Share (the Exercise Price currently in effect pursuant to the Warrant). The
undersigned requests to pay the aggregate Exercise Price for the Shares (i) by wire transfer of
immediately available funds to a bank account designated by the Company or (ii) pursuant to the
cash-less exercise mechanism described in paragraph 2(e) of the Warrant, as indicated below.
Date:
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(Signature of Owner)
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(Street Address) |
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(City) (State)
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Payment: $ wire transfer
___ cash-less exercise pursuant to paragraph 2(e) of the Warrant
WARRANT EXERCISE SUBSCRIPTION FORM
(To be executed only upon exercise of the Warrant after delivery of Warrant Exercise Notice)
To: Visteon Corporation
The undersigned irrevocably exercises the Warrant for the purchase of
shares (the
SHARES) of Common Stock, par value $1.00 per share, of Visteon Corporation (the COMPANY) at
$ per Share (the Exercise Price currently in effect pursuant to the Warrant) [and herewith
makes payment of $ (such payment being made by wire transfer of immediately available
funds to a bank account designated by the Company) / pursuant to the cash-less exercise mechanism
described in Section 2(e) of the Warrant], all on the terms and conditions specified in the within
Warrant Certificate, surrenders this Warrant Certificate and all right, title and interest therein
to the Company and directs that the Shares deliverable upon the exercise of this Warrant be
registered or placed in the name and at the address specified below and delivered thereto.
Date:
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(Signature of Owner)
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(Street Address) |
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(City) (State)
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Securities and/or check to be issued to: |
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Please insert social security or identifying number: |
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City, State and Zip Code: |
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Any unexercised portion of the Warrant evidenced by the within Warrant Certificate to be issued to: |
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Please insert social security or identifying number: |
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WARRANT ASSIGNMENT FORM
Dated ,
FOR VALUE RECEIVED,
hereby sells, assigns and transfers unto
(the ASSIGNEE), (please type or print in block letters)
(insert address)
this Warrant for up to [___] shares of Common Stock and does hereby irrevocably constitute and
appoint
Attorney, to transfer the same on the books of the Company, with
full power of substitution in the premises.
18
exv4w2
Exhibit 4.2
LB I Group, Inc.
399 Park Avenue, 9th Floor
New York, NY 10022
May 17, 2007
Ford Motor Company
Office of the Secretary
One American Road
11th Floor World Headquarters
Dearborn, Michigan 48126
Attention: Peter Sherry
Visteon Corporation
One Village Center Drive
Van Buren Township, Michigan 48111
Attention: Brian Casey
Ladies and Gentlemen:
Reference is made to (i) the Stockholder Agreement, dated as of October 1, 2005 (the
Stockholder Agreement), between Visteon Corporation (Visteon) and Ford Motor Company (Ford),
(ii) the Warrant issued by Visteon to Ford dated as of October 1, 2005 (the Warrant) and (iii)
the Warrant Purchase Agreement dated as of May 17, 2007 (the Purchase Agreement), by and among LB
I Group, Inc. (Purchaser), and Ford. Capitalized terms used herein and not otherwise defined in
this letter agreement (the Agreement) shall have the meanings ascribed to them in the Stockholder
Agreement.
Visteon hereby consents to the transfer and assignment by Ford of the Warrant in whole, but
not in part, to Purchaser and waives any and all restrictions on such transfer and assignment set
forth in Section 6.01 of the Stockholder Agreement. Further, pursuant to the requirement in clause
(B) of the penultimate sentence of Section 6.01 of the Stockholder Agreement, this Agreement
confirms that in connection with the sale of the Warrant by Ford to Purchaser pursuant to the
Purchase Agreement, Purchaser agrees that it shall be bound by all of the terms of the Stockholder
Agreement as a Holder upon the closing of such sale, which sale is being consummated simultaneously
with the execution of this Agreement. In consideration therefor, Purchaser agrees to exchange the
Warrant for a new warrant in the form attached hereto as Exhibit A (the LB Warrant) and Visteon
agrees to execute and deliver the LB Warrant to Purchaser as soon as practical after the execution
of this Agreement and the Purchase Agreement and the consummation of the transactions set forth
herein and therein. Visteon acknowledges and agrees that, in accordance with Section 6.01 of the
Stockholder Agreement, this Agreement shall serve as written notification from Ford of the transfer
of the entire warrant to Purchaser and that, notwithstanding anything to the contrary set forth in
the Stockholder Agreement, Purchaser is a Permitted Transferee for purposes of the Stockholder
Agreement. Ford and Visteon also agree that, upon execution of this Agreement, neither Ford nor any
of its Affiliates will have any registration rights described in Article 2 of the Stockholder
Agreement and neither Ford nor its Affiliates will be subject to the provisions of Article 3 of the
Stockholder Agreement. In addition, Ford and Visteon agree that, except as expressly set forth in
this Agreement, no other
provision of the Stockholder Agreement shall be affected by this Agreement and all other
provisions of the Stockholder Agreement shall remain in full force and effect.
Notwithstanding anything to the contrary herein, Purchaser agrees with Visteon on behalf of
itself and its Affiliates that: (i) until the date that is the first anniversary of the date
hereof, Purchaser and its Affiliates shall not, directly or indirectly, engage in any Hedging
Transaction with respect to the shares of common stock, par value $1.00 per share, of Visteon (the
Common Stock) underlying the Warrant (the Warrant Shares); (ii) between the date that is the
first anniversary of the date hereof and the date that is the second anniversary of the date
hereof, Purchaser and its Affiliates shall not, directly or indirectly, engage in any one or more
Hedging Transactions during such one year period with respect to more than an aggregate of
12,500,000 of the shares of Common Stock underlying the Warrant (as adjusted for stock splits,
combinations, recapitalizations and the like) and, in connection with such Hedging Transactions,
the volume of trading in the Common Stock involved in such transactions during any week within such
one year period shall not exceed 25% of the average weekly trading volume of the Common Stock
overall for the prior four week period; and (iii) after the second anniversary of the date hereof,
neither Purchaser nor its Affiliates will be restricted from engaging in any Hedging Transaction;
provided, however, that in connection with any Hedging Transaction effected after
the second anniversary of the date hereof, the volume of trading in the Common Stock involved in
such transactions during any week shall not exceed 25% of the average weekly trading volume of the
Common Stock overall for the prior four week period. Notwithstanding the foregoing, nothing in
this Agreement or in the Stockholder Agreement shall prohibit or otherwise inhibit Purchaser or its
Affiliates from (i) acting as market makers with respect to any securities of Visteon, (ii)
engaging in ordinary course brokerage or trading transactions with respect to Visteon securities on
their behalf or on behalf of their customers and (iii) engaging in any transactions in connection
with long or short positions in Visteon securities, not including the Warrant and the Warrant
Shares, currently held by Purchaser and its Affiliates. For purposes of this Agreement, the term
Hedging Transaction shall mean, with respect to the Warrant and the Warrant Shares, a short sale
with respect to the Warrant or the Warrant Shares, entering into or acquiring an offsetting
derivative contract with respect to the Warrant or the Warrant Shares, entering into or acquiring a
futures or forward contract to deliver the Warrant or the Warrant Shares or entering into any other
hedging or other derivative transaction that has the effect of materially changing the economic
benefits and risks of ownership of the Warrant or the Warrant Shares. Purchaser shall, and shall
cause its Affiliates to, implement appropriate procedures with respect to their compliance with the
matters set forth in this paragraph.
In addition, Visteon hereby acknowledges, confirms and agrees that upon the execution of this
Agreement, Purchaser, and any subsequent Holder that is a Permitted Transferee under the
Stockholder Agreement and that complies with the terms of the Stockholder Agreement, shall remain
entitled to all of the rights of the Holders relating to demand registrations as set forth in
Article 2 of the Stockholder Agreement, as amended by the following paragraphs, including, but not
limited to, the right to exercise such demand rights on up to three occasions at any time.
Visteon, Purchaser and Ford agree that, upon consummation of the sale of the Warrant
contemplated herein and in the Purchase Agreement, Section 2.01(a) of the Stockholder Agreement is
hereby amended and restated as follows:
2
Section 2.01. Shelf Registration. (a) Provided that the Company is eligible to file a
registration statement on Form S-3, it shall, not later than March 18, 2009 or, if later, as soon
as is reasonably practicable after it becomes eligible to file a registration statement on Form
S-3, cause to be filed a Shelf Registration Statement, and shall use its reasonable best efforts to
have such Shelf Registration Statement declared effective by the SEC prior to May 17, 2009 or as
soon as is reasonably practicable after it becomes eligible to use Form S-3.
Visteon, Purchaser and Ford further agree that the reference to the first anniversary of the
Closing in the first sentence of Section 2.02(a) of the Stockholder Agreement is hereby changed to
be a reference to the earlier of March 18, 2009 and a Change Of Control (as defined in the
Warrant).
Visteon represents and warrants to Purchaser as of the date hereof that:
(a) Visteon is a corporation duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its
business as now conducted. Visteon is duly qualified to do business as a foreign corporation and
is in good standing in each jurisdiction where such qualification is necessary, except for those
jurisdictions where failure to be so qualified would not, individually or in the aggregate, have a
material adverse effect on the business, properties, financial position or results of operations of
Visteon and its subsidiaries considered as a whole (a Material Adverse Effect).
(b) The execution, delivery and performance by Visteon of this Agreement and the LB Warrant
and the consummation of the transactions contemplated hereby and thereby are within Visteons
corporate powers and have been duly authorized by all necessary corporate action on the part of
Visteon. This Agreement and the LB Warrant constitute or will constitute when executed (assuming
the due authorization, execution and delivery by the other parties thereto) a valid and binding
agreement of Visteon enforceable against Visteon in accordance with their respective terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors rights and remedies generally, and subject, as to enforceability, to general principles
of equity, including principles of commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) The execution, delivery and performance by Visteon of this Agreement and the LB Warrant
and the consummation of the transactions contemplated hereby and thereby require no action by or in
respect of, or filing with, any court, administrative agency or commission or other federal, state,
local, foreign or supranational governmental or regulatory authority, agency, body, instrumentality
or official, other than the filing of a current report on Form 8-K with the Securities and Exchange
Commission.
(d) The execution, delivery and performance by Visteon of this Agreement and the LB Warrant
and the consummation of the transactions contemplated hereby and thereby do not and will not
violate its certificate of incorporation or bylaws or other organizational documents.
3
Please confirm receipt of this letter by signing a copy where indicated below and returning it
to our attention. This letter may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this notice by signing and
delivering one or more counterparts.
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Very truly yours,
LB I GROUP, INC.
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By: |
/s/ Eric C. Salzman
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Name: |
Eric C. Salzman |
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Title: |
Managing Director |
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ACKNOWLEDGED BY: |
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FORD MOTOR COMPANY |
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By:
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/s/ Neil M. Schloss |
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Name: Neil M. Schloss |
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Title: Vice President and Treasurer |
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VISTEON CORPORATION |
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By:
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/s/ William G. Quigley III |
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Name: William G. Quigley III |
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Title: SVP & CFO |
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4