UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
VISTEON CORPORATION
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
92839U107
(CUSIP Number)
David Kelly, Esq.
UBS AG
677 Washington Blvd
Stamford CT 06901
203-719-3000
UBS AG
677 Washington Blvd
Stamford CT 06901
203-719-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
June 13, 2010
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
92839U107 |
| 1 | NAMES OF REPORTING PERSONS UBS AG directly and on behalf of certain subsidiaries |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) þ | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| [WC] | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| þ | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Switzerland | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 160,817 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | |||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 160,817 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 160,817 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 0.12% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| BK | |||||||||||
Page 2 of 11 Pages
CUSIP No. |
92839U107 |
This Amendment No. 1 supplements the information set forth in the Schedule 13D filed by the
Reporting Persons (as defined therein) with the United States Securities and Exchange Commission on
May 18, 2010 (the “Schedule 13D”) relating to the shares of Common Stock, par value $1.00
per share (the “Shares”) of Visteon Corporation, a Delaware corporation (“Issuer”).
Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in
the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a
response to all Items where such information is relevant. The Schedule 13D is hereby amended as
follows:
| Item 1. | Security and Issuer. |
This Statement on Schedule 13D relates to shares of Common Stock, par value $1.00 per share
(the “Shares”) of Visteon Corporation, a Delaware corporation (“Issuer”) held by
UBS AG. The address of the principal executive office of the Issuer is One Village Center Drive,
Van Buren Township, Michigan 48111.
| Item 2. | Identity and Background. |
(a) — (c) This Schedule 13D is being filed on behalf of UBS AG (the “Reporting Person”). UBS AG’s
principal business offices are located at:
Bahnhofstrasse 45
CH-8001
Zurich, Switzerland
CH-8001
Zurich, Switzerland
and
Aeschenvorstadt 1
CH-4051
Basel, Switzerland
CH-4051
Basel, Switzerland
UBS AG is a major international banking and financial firm. UBS AG, a Swiss banking corporation,
is publicly owned, and its shares are listed on the Zurich and New York exchanges. UBS Securities
LLC is a wholly owned subsidiary of UBS AG. Like most securities firms, UBS Securities LLC is, and
has been, a defendant in numerous legal actions brought by private plaintiffs relating to its
securities business that allege various violations of federal and state securities laws. UBS AG
files annual reports on Form 20-F with the SEC, and also files quarterly reports and certain other
material information with the SEC under cover of Form 6-K. These reports are publicly available.
These reports include material information about UBS Securities LLC matters, including information
about any material litigation or administrative proceedings.
Further, UBS AG, UBS Securities LLC and other affiliated entities, like most large, full service
investment banks and broker-dealers, receive inquiries and are sometimes involved in investigations
by the Federal Reserve Bank, SEC, NYSE and various other regulatory organizations and government
agencies. UBS AG and its affiliates and subsidiaries fully cooperate with the authorities in all
such requests. UBS Securities LLC regularly reports to the Financial Industry Regulatory
Authority, Inc on form B-D and to the SEC on the Schedule E to Form ADV investigations that result
in orders. These reports are publicly available.
Page 3 of 11 Pages
CUSIP No. |
92839U107 |
(d) — (e) During the last five years, the Reporting Person, nor to the best of the Reporting
Person’s knowledge, any of the executive officers has not (1) been convicted in a criminal
proceeding (excluding
traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject, to federal or state securities laws or finding any violation with
respect to such laws, except as follows:
Auction Rate Securities: UBS was sued by four state regulatory authorities and was the subject of
investigations by the SEC and other regulators, relating to the marketing and sale of auction rate
securities (ARSs) to clients and to UBS’s role and participation in ARS auctions and underwriting
of ARSs. UBS was also named in several putative class actions and individual civil suits and a
large number of individual arbitrations. The regulatory actions and investigations and the civil
proceedings followed the disruption in the markets for these securities and related auction
failures since mid-February 2008. Plaintiffs and the regulators generally sought rescission, i. e.,
for UBS to purchase the ARSs that UBS sold to them at par value, as well as compensatory damages,
disgorgement of profits and in some cases penalties. On 8 August 2008, UBS entered into settlements
in principle with the SEC, the New York Attorney General (NYAG) and other state agencies
represented by the North American Securities Administrators Association (NASAA), whereby UBS agreed
to offer to buy back ARSs from eligible customers within certain time periods, the last of which
begins on 30 June 2010, and to pay penalties of USD 150 million (USD 75 million to the NYAG, USD 75
million to the other states). UBS subsequently finalized its settlement with the State of
Massachusetts, the SEC and the NYAG, and is continuing to finalize agreements with the other state
regulators. UBS’s settlement is largely in line with similar industry regulatory settlements. The
NYAG and SEC continue to investigate individuals affiliated with UBS who traded in ARSs or who had
responsibility for disclosures.
US Cross-Border: UBS AG has been responding to a number of governmental inquiries and
investigations relating to its cross-border private banking services to US private clients during
the years 2000-2007. On 18 February 2009, UBS announced that it had entered into a Deferred
Prosecution Agreement (DPA) with the US Department of Justice Tax Division (DOJ) and the United
States Attorney’s Office for the Southern District of Florida, and a Consent Order with the SEC
relating to these investigations. As part of these settlement agreements, among other things: (i)
UBS will pay a total of USD 780 million to the United States, USD 380 million representing
disgorgement of profits from maintaining the US cross-border business and USD 400 million
representing US federal backup withholding tax required to be withheld by UBS, together with
interest and penalties, and restitution for unpaid taxes associated with certain account
relationships involving fraudulent sham and nominee offshore structures and otherwise as covered by
the DPA; (ii) UBS will complete the exit of the US cross-border business out of non-SEC registered
entities, as announced in July 2008, which these settlements permit UBS to do in a lawful, orderly
and expeditious manner; (iii) UBS will implement and maintain an effective program of internal
controls with respect to compliance with its obligations under its Qualified Intermediary (QI)
Agreement with the Internal Revenue Service (IRS), as well as a revised legal and compliance
governance structure in order to strengthen independent legal and compliance controls; and (iv)
pursuant to an order issued by the Swiss Financial Market Supervisory Authority (FINMA),
information was transferred to the DOJ regarding accounts of certain US clients as set forth in the
DPA who, based on evidence available to UBS, appear to have committed tax fraud or the like within
the meaning of the Swiss-US Double Taxation Treaty. Pursuant to the DPA, the DOJ has agreed that
any further prosecution of UBS will be deferred for a period of at least 18 months, subject to
extension under certain circumstances such as UBS needing more time to complete the implementation
of the exit of its US cross-border business. If UBS satisfies all of its obligations under the DPA,
the DOJ will refrain permanently from pursuing charges against UBS relating to the investigation of
its US cross-border business. As part of the SEC resolution, the SEC filed a Complaint against UBS
in US Federal District Court in Washington, D.C., charging UBS with acting as an unregistered
broker-dealer and investment advisor in connection with maintaining its US cross-border business.
Pursuant to the Consent Order, UBS did not admit or deny the allegations in that Complaint, and
consented to the entry of a final judgment
Page 4 of 11 Pages
CUSIP No. |
92839U107 |
that provides, among other things, that: (i) UBS will pay USD 200 million to the SEC, representing
disgorgement of profits from the US cross-border business (this amount is included in, and not in
addition to, the USD 780 million UBS is paying to the United States as described above); and (ii)
UBS will complete its exit of the US cross-border business and will be permanently enjoined from
violating the SEC registration requirements by providing broker-dealer or investment advisory
services to US persons through UBS entities not registered with the SEC. The District Court entered
the final judgment on 19 March 2009.
(f) The Reporting Persons may be deemed to be members of a “group” for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”). See Item 6 below.
The Reporting Persons expressly disclaim that they have agreed to act as a group.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares were acquired in open market purchases using internally generated funds of UBS AG
(“UBS”) and the affiliates that purchased the subject securities. No funds or consideration were
borrowed or obtained for the purpose of acquiring the Shares.
| Item 4. | Purpose of Transaction. |
The Reporting Persons acquired these Shares for investment purposes. The Reporting Persons do
not have any present plan or proposal that would relate to or result in any of the matters
specified in Item 4 of Schedule 13D except as set forth in Item 6 below, as amended or
supplemented. The information set forth in Item 6 of this Schedule 13D as amended or supplemented
is hereby incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
(a) — (b) As of April 26, 2010, the number of Shares outstanding was 130,320,880 according
to the Issuer’s Form 10-Q filed on April 30, 2010. As of the date hereof, the Reporting Persons
are the beneficial owners of 160,817 Shares, which constitutes 0.12% of the Issuer’s outstanding
Shares. The Reporting Persons have the sole power to vote and sole power to dispose of 160,817
Shares. The information set forth in Item 6 of this Schedule 13D as amended or supplemented is
hereby incorporated herein by reference.
(c) Except as set forth on Exhibit A attached hereto, there have been no transactions
with respect to the Shares during the sixty days prior to the date of this Schedule 13D by the
Reporting Persons or, to their knowledge, by any executive officer or director of the Reporting
Persons.
(d) Except for clients of UBS AG or its affiliates who may have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common
Stock, if any, held in client accounts with respect to which UBS AG or employees of UBS AG have
voting or investment discretion, or both, no other person is known by the Reporting Persons to have
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any shares of Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Page 5 of 11 Pages
CUSIP No. |
92839U107 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby supplemented by adding the following at the end thereof:
On May 24, 2010, the Debtors filed with the Bankruptcy Court a Third Amended Joint Plan of
Reorganization and a related Third Amended Disclosure Statement pursuant to the Bankruptcy Code.
The Third Amended Joint Plan of Reorganization of the Debtors is included as Exhibit 99.1 to the
Issuer’s Current Report on Form 8-K filed on May 27, 2010.
On June 17, 2010, the Bankruptcy Court approved the Issuer’s entry into the Equity Commitment
Agreement. On June 15, 2010 by release of the Investors’ signature pages thereto, the Issuer and
the Investors also entered into the First Amendment to the Equity Commitment Agreement. The First
Amendment to the Equity Commitment Agreement amends, among other things, (i) Section 7.2(b) of the
Equity Commitment Agreement to extend the date by which the Issuer has to use its commercially
reasonable efforts to obtain an order confirming a plan of reorganization to October 4, 2010 and
(ii) Section 10.1(c) of the Equity Commitment Agreement to extend the date by which the Equity
Commitment Agreement and a disclosure statement must be approved by the Bankruptcy Court to June
20, 1010. The above summary of the material terms of the First Amendment to the Equity Commitment
Agreement is qualified in its entirety by reference to the text of the First Amendment to the
Equity Commitment Agreement, a copy of which is attached hereto as Exhibit D.
On June 14, 2010, the Debtors filed with the Bankruptcy Court a Fourth Amended Joint Plan of
Reorganization of the Debtors (the “Fourth Amended Plan”) and a related Fourth Amended
Disclosure Statement (“Fourth Amended Disclosure Statement”) pursuant to the Bankruptcy
Code. The Fourth Amended Plan provides, among other things, that, under the Rights Offering Sub
Plan (as defined in the Fourth Amended Plan), except to the extent that a holder of a Term Loan
Facility Claim (as defined in the Fourth Amended Plan) agrees to a less favorable treatment, (i) if
the creditor class comprised of holders of the Term Loan Facility Claims votes to accept the Fourth
Amended Plan, such holders shall be paid in full in cash on the Effective Date (as defined in the
Fourth Amended Plan) or as soon as practicable thereafter, or (ii) if the creditor class comprised
of holders of the Term Loan Facility Claims does not vote to accept the Fourth Amended Plan, the
Issuer shall have the option, subject to the reasonable consent of certain of the Investors, to
seek to reinstate certain of the Term Loan Facility Claims. The Fourth Amended Plan also provides,
among other things, that, under the Rights Offering Sub Plan (as defined in the Fourth Amended
Plan), if the class comprised of holders of Interests (as defined in the Fourth Amended Plan) in
the Issuer votes to accept the Fourth Amended Plan, certain holders of Interests in the Issuer
shall receive on the Effective Date or as soon as practicable thereafter pro rata portions of (i)
warrants to purchase equity in the Reorganized Debtors (as defined in the Fourth Amended Plan), and
(ii) 2.0% of the Distributable Equity (as defined in the Fourth Amended Plan), except to the extent
that a holder of an Interest in the Issuer agrees to a less favorable treatment. The above summary
of the material terms of the Fourth Amended Plan is qualified in its entirety by reference to the
text of the Fourth Amended Plan, a copy of which is included as Exhibit 99.1 to the Issuer’s
Current Report on Form 8-K filed on June 17, 2010.
On June 15, 2010 by release of the Investors’ signature pages thereto, the Issuer and the
Investors entered into the First Amendment to the Plan Support Agreement. The First Amendment to
the Plan Support Agreement amends the Plan Support Agreement to conform to the Fourth Amended Plan
and the Fourth Amended Disclosure Statement. The above summary of the material terms of the First
Amendment to the Plan Support Agreement is qualified in its entirety by reference to the text of
the First Amendment to the Plan Support Agreement, a copy of which is attached hereto as
Exhibit E.
Page 6 of 11 Pages
CUSIP No. |
92839U107 |
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby supplemented1 by adding the following at the
end thereof:
Exhibit A — Transactions in the Shares effected in the past 60 days
Exhibit B — Third Amended Joint Plan of Reorganization for Visteon Corporation and
its Debtor Affiliates. (Incorporated herein by reference to Exhibit 99.1 to the
Issuer’s Current Report on Form 8-K filed on May 27, 2010)
Exhibit C — Fourth Amended Joint Plan of Reorganization for Visteon Corporation and
its Debtor Affiliates. (Incorporated herein by reference to Exhibit 99.1 to the
Issuer’s Current Report on Form 8-K filed on June 17, 2010)
Exhibit D — First Amendment to Equity Commitment Agreement, dated as of June 13,
2010, by and between Visteon Corporation and certain investors.
Exhibit E — First Amendment to Plan Support Agreement, dated as of June 13, 2010,
by and between Visteon Corporation and certain investors.
| 1 | If the Reporting Persons traded Visteon Shares in the past 60 days, they must amend and restate Exhibit A to the Schedule 13D. |
Page 7 of 11 Pages
CUSIP No. |
92839U107 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
| Date: June 22, 2010 | |
|||
| By: | /s/ Anthony DeFilippis | |||
| Name: | Anthony DeFilippis | |||
| Title: | Executive Director | |||
| By: | /s/ Gordon Kiesling | |||
| Name: | Gordon Kiesling | |||
| Title: | Executive Director | |||
Page 8 of 11 Pages
CUSIP No. |
92839U107 |
Exhibit A
Transactions in the Shares of Visteon Corporation effected in the past 60 days
| Date of | Nature of | Number of | Price per | |||||||||||||
| For the Account of | Transaction | Transaction | Shares | Share | ||||||||||||
UBS Securities LLC |
4/13/2010 | Buy | 111,198 | 1.1560 | ||||||||||||
UBS Securities LLC |
4/13/2010 | Sell | 110,998 | 1.1530 | ||||||||||||
UBS Securities LLC |
4/14/2010 | Buy | 138,210 | 1.1370 | ||||||||||||
UBS Securities LLC |
4/14/2010 | Sell | 143,452 | 1.1390 | ||||||||||||
UBS Securities LLC |
4/15/2010 | Buy | 59,433 | 1.0810 | ||||||||||||
UBS Securities LLC |
4/15/2010 | Sell | 57,596 | 1.0850 | ||||||||||||
UBS Securities LLC |
4/16/2010 | Buy | 868,620 | 1.0970 | ||||||||||||
UBS Securities LLC |
4/16/2010 | Sell | 856,815 | 1.0970 | ||||||||||||
UBS Securities LLC |
4/19/2010 | Buy | 164,292 | 1.0080 | ||||||||||||
UBS Securities LLC |
4/19/2010 | Sell | 177,539 | 1.0140 | ||||||||||||
UBS Financial Services Inc |
4/19/2010 | Sell | 546 | 1.0200 | ||||||||||||
UBS Securities LLC |
4/20/2010 | Buy | 390,371 | 1.2400 | ||||||||||||
UBS Securities LLC |
4/20/2010 | Sell | 380,724 | 1.2420 | ||||||||||||
UBS Securities LLC |
4/21/2010 | Buy | 27,187 | 1.2470 | ||||||||||||
UBS Securities LLC |
4/21/2010 | Sell | 35,184 | 1.2510 | ||||||||||||
UBS Securities LLC |
4/22/2010 | Buy | 133,232 | 1.3220 | ||||||||||||
UBS Securities LLC |
4/22/2010 | Sell | 130,277 | 1.3220 | ||||||||||||
UBS Securities LLC |
4/23/2010 | Buy | 188,789 | 1.4950 | ||||||||||||
UBS Securities LLC |
4/23/2010 | Sell | 192,183 | 1.4930 | ||||||||||||
UBS Securities LLC |
4/26/2010 | Buy | 320,754 | 1.6820 | ||||||||||||
UBS Securities LLC |
4/26/2010 | Sell | 321,727 | 1.6840 | ||||||||||||
UBS Securities LLC |
4/27/2010 | Buy | 496,919 | 1.7150 | ||||||||||||
UBS Securities LLC |
4/27/2010 | Sell | 496,297 | 1.7140 | ||||||||||||
UBS Securities LLC |
4/28/2010 | Buy | 97,122 | 1.5830 | ||||||||||||
UBS Securities LLC |
4/28/2010 | Sell | 92,735 | 1.5810 | ||||||||||||
UBS Securities LLC |
4/29/2010 | Buy | 104,602 | 1.6280 | ||||||||||||
UBS Securities LLC |
4/29/2010 | Sell | 109,952 | 1.6290 | ||||||||||||
UBS Securities LLC |
4/30/2010 | Buy | 412,222 | 1.8160 | ||||||||||||
UBS Securities LLC |
4/30/2010 | Sell | 410,375 | 1.8150 | ||||||||||||
UBS Securities LLC |
5/3/2010 | Buy | 65,035 | 1.7330 | ||||||||||||
UBS Securities LLC |
5/3/2010 | Sell | 66,146 | 1.7320 | ||||||||||||
UBS Securities LLC |
5/4/2010 | Buy | 17,452 | 1.6270 | ||||||||||||
UBS Securities LLC |
5/4/2010 | Sell | 17,332 | 1.6280 | ||||||||||||
UBS Securities LLC |
5/5/2010 | Buy | 253,392 | 1.8060 | ||||||||||||
UBS Securities LLC |
5/5/2010 | Sell | 254,048 | 1.8060 | ||||||||||||
UBS Securities LLC |
5/6/2010 | Buy | 288,291 | 1.9380 | ||||||||||||
Page 9 of 11 Pages
CUSIP No. |
92839U107 |
| Date of | Nature of | Number of | Price per | |||||||||||||
| For the Account of | Transaction | Transaction | Shares | Share | ||||||||||||
UBS Securities LLC |
5/6/2010 | Sell | 287,825 | 1.9380 | ||||||||||||
UBS Securities LLC |
5/7/2010 | Buy | 222,821 | 1.6620 | ||||||||||||
UBS Securities LLC |
5/7/2010 | Sell | 223,522 | 1.6630 | ||||||||||||
UBS Securities LLC |
5/10/2010 | Buy | 67,892 | 1.7900 | ||||||||||||
UBS Securities LLC |
5/10/2010 | Sell | 66,292 | 1.7850 | ||||||||||||
UBS Securities LLC |
5/11/2010 | Buy | 61,499 | 1.6560 | ||||||||||||
UBS Securities LLC |
5/11/2010 | Sell | 63,216 | 1.6570 | ||||||||||||
UBS Securities LLC |
5/12/2010 | Buy | 97,900 | 1.6180 | ||||||||||||
UBS Securities LLC |
5/12/2010 | Sell | 98,098 | 1.6150 | ||||||||||||
UBS Securities LLC |
5/13/2010 | Buy | 496,490 | 1.3010 | ||||||||||||
UBS Securities LLC |
5/13/2010 | Sell | 496,090 | 1.3010 | ||||||||||||
UBS Securities LLC |
5/14/2010 | Buy | 132,484 | 1.2440 | ||||||||||||
UBS Securities LLC |
5/14/2010 | Sell | 127,984 | 1.2420 | ||||||||||||
UBS Securities LLC |
5/17/2010 | Buy | 610,064 | 0.9160 | ||||||||||||
UBS Securities LLC |
5/17/2010 | Sell | 612,100 | 0.9180 | ||||||||||||
UBS Securities LLC |
5/18/2010 | Buy | 535,137 | 0.7830 | ||||||||||||
UBS Financial Services Inc |
5/18/2010 | Sell | 71 | 0.7600 | ||||||||||||
UBS Securities LLC |
5/18/2010 | Sell | 533,601 | 0.7820 | ||||||||||||
UBS Securities LLC |
5/19/2010 | Buy | 440,015 | 0.6980 | ||||||||||||
UBS Securities LLC |
5/19/2010 | Sell | 442,355 | 0.6970 | ||||||||||||
UBS Securities LLC |
5/20/2010 | Buy | 197,361 | 0.7610 | ||||||||||||
UBS Securities LLC |
5/20/2010 | Sell | 198,471 | 0.7610 | ||||||||||||
UBS Securities LLC |
5/21/2010 | Buy | 889,919 | 1.2130 | ||||||||||||
UBS Securities LLC |
5/21/2010 | Sell | 888,869 | 1.2130 | ||||||||||||
UBS Securities LLC |
5/24/2010 | Buy | 710,353 | 1.5930 | ||||||||||||
UBS Securities LLC |
5/24/2010 | Sell | 712,353 | 1.5930 | ||||||||||||
UBS Securities LLC |
5/25/2010 | Buy | 442,467 | 1.4910 | ||||||||||||
UBS Securities LLC |
5/25/2010 | Sell | 441,164 | 1.4920 | ||||||||||||
UBS Securities LLC |
5/26/2010 | Buy | 155,949 | 1.3690 | ||||||||||||
UBS Securities LLC |
5/26/2010 | Sell | 158,050 | 1.3760 | ||||||||||||
UBS Securities LLC |
5/27/2010 | Buy | 194,770 | 1.6130 | ||||||||||||
UBS Securities LLC |
5/27/2010 | Sell | 191,272 | 1.6140 | ||||||||||||
UBS Securities LLC |
5/28/2010 | Buy | 61,675 | 1.5270 | ||||||||||||
UBS Securities LLC |
5/28/2010 | Sell | 62,184 | 1.5280 | ||||||||||||
UBS Securities LLC |
6/1/2010 | Buy | 80,047 | 1.3340 | ||||||||||||
UBS Securities LLC |
6/1/2010 | Sell | 82,143 | 1.3320 | ||||||||||||
UBS Securities LLC |
6/2/2010 | Buy | 48,235 | 1.3580 | ||||||||||||
UBS Securities LLC |
6/2/2010 | Sell | 44,554 | 1.3540 | ||||||||||||
UBS Securities LLC |
6/3/2010 | Buy | 37,406 | 1.3900 | ||||||||||||
Page 10 of 11 Pages
CUSIP No. |
92839U107 |
| Date of | Nature of | Number of | Price per | |||||||||||||
| For the Account of | Transaction | Transaction | Shares | Share | ||||||||||||
UBS Financial Services Inc |
6/3/2010 | Sell | 26 | 1.3700 | ||||||||||||
UBS Securities LLC |
6/3/2010 | Sell | 34,582 | 1.3930 | ||||||||||||
UBS Securities LLC |
6/4/2010 | Buy | 31,600 | 1.3640 | ||||||||||||
UBS Securities LLC |
6/4/2010 | Sell | 38,200 | 1.3670 | ||||||||||||
UBS Securities LLC |
6/7/2010 | Buy | 9,944 | 1.3830 | ||||||||||||
UBS Securities LLC |
6/7/2010 | Sell | 7,220 | 1.3810 | ||||||||||||
UBS Securities LLC |
6/8/2010 | Buy | 52,626 | 1.2320 | ||||||||||||
UBS Securities LLC |
6/8/2010 | Sell | 55,350 | 1.2310 | ||||||||||||
UBS Securities LLC |
6/9/2010 | Buy | 127,073 | 1.0880 | ||||||||||||
UBS Securities LLC |
6/9/2010 | Sell | 127,073 | 1.0860 | ||||||||||||
UBS Securities LLC |
6/10/2010 | Buy | 120,924 | 1.1350 | ||||||||||||
UBS Securities LLC |
6/10/2010 | Sell | 120,911 | 1.1300 | ||||||||||||
UBS Securities LLC |
6/11/2010 | Buy | 77,955 | 1.1120 | ||||||||||||
UBS Securities LLC |
6/11/2010 | Buy | 2,500 | 1.0400 | ||||||||||||
UBS Securities LLC |
6/11/2010 | Sell | 2,500 | 1.0700 | ||||||||||||
UBS Securities LLC |
6/11/2010 | Sell | 73,829 | 1.1080 | ||||||||||||
UBS Securities LLC |
6/14/2010 | Buy | 153,274 | 1.0760 | ||||||||||||
UBS Securities LLC |
6/14/2010 | Sell | 149,413 | 1.0790 | ||||||||||||
UBS Securities LLC |
6/15/2010 | Buy | 159,298 | 0.9810 | ||||||||||||
UBS Securities LLC |
6/15/2010 | Sell | 167,198 | 0.9840 | ||||||||||||
UBS Securities LLC |
6/16/2010 | Buy | 169,083 | 0.8230 | ||||||||||||
UBS Securities LLC |
6/16/2010 | Sell | 169,183 | 0.8230 | ||||||||||||
UBS Securities LLC |
6/17/2010 | Buy | 425,287 | 0.6580 | ||||||||||||
UBS Securities LLC |
6/17/2010 | Sell | 422,437 | 0.6560 | ||||||||||||
UBS Securities LLC |
6/18/2010 | Buy | 353,457 | 0.5490 | ||||||||||||
UBS Securities LLC |
6/18/2010 | Sell | 356,307 | 0.5490 | ||||||||||||
Page 11 of 11 Pages
Exhibit D
Execution Copy
FIRST AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT
This First Amendment (this “Amendment”), dated as of June 13, 2010, is made and
entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as
applicable, the “Company”) and the Investors whose signatures are set forth below (the
“Amending Investors”). Capitalized terms used and not otherwise defined herein have the
meanings set forth in the Equity Commitment Agreement (as defined below).
WHEREAS, the Company and the Amending Investors are parties to that certain Equity Commitment
Agreement, dated as of May 6, 2010 (as amended, the “Equity Commitment Agreement”);
WHEREAS, Section 11.7 of the Equity Commitment Agreement provides, among other things, that
the Equity Commitment Agreement may be amended only in a writing signed by the Company and all of
the Lead Investors, subject to the other provisions set forth in the Equity Commitment Agreement;
and
WHEREAS, the Company and the Amending Investors wish to amend the Equity Commitment Agreement,
and the Amending Investors include all of the Lead Investors;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
in the Equity Commitment Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
A. Amendments to the Equity Commitment Agreement. The Equity Commitment
Agreement is hereby amended as follows:
1. Exhibit B to the Equity Commitment Agreement. Exhibit B attached to the
Equity Commitment Agreement shall be replaced by the disclosure statement for the Plan, including
any exhibits and schedules thereto, that is attached as Exhibit I to this Amendment.
2. Exhibit C to the Equity Commitment Agreement. Exhibit C attached to the
Equity Commitment Agreement shall be replaced by the chapter 11 plan of reorganization, including
all exhibits, schedules and annexes, attached as Exhibit II to this Amendment.
3. Exhibit G to the Equity Commitment Agreement. Exhibit G attached to the
Equity Commitment Agreement shall be replaced by the post-Effective Date management equity
incentive program as set forth on Exhibit III to this Amendment.
4. Exhibit J to the Equity Commitment Agreement. Exhibit J attached to the
Equity Commitment Agreement shall be replaced by the procedures for conducting the Rights Offering
attached as Exhibit IV to this Agreement.
5. Preamble. The Preamble of the Equity Commitment Agreement shall be
amended by deleting the phrase “(this “Agreement”)” and replacing it with the phrase “(as
amended, modified, or waived from time to time in accordance with the terms herewith, this
“Agreement”)”.
6. Definitions. The following definition shall be added between the
definition of “Equity Commitment” and the definition of “Event”:
““Old Equity Warrants” has the meaning ascribed to such term in the Plan.”.
7. Section 5.4(a) — Capitalization Representation. Section 5.4(a) of the
Equity Commitment Agreement shall be amended as follows:
(a) In clause (i) of Section 5.4(a), the phrase “forty-nine million three hundred
eleven thousand six hundred sixty-seven (49,311,667)” shall be deleted and replaced with the phrase
“[fifty million two hundred seventy-six thousand five hundred seventy-nine (50,276,579)]”;
(b) In clause (iii) of Section 5.4(a), the phrase “ and the Old Equity Warrants”
shall be inserted immediately following the phrase “other than the 12.25% Warrants”;
(c) In clause (v) of Section 5.4(a), the phrase “three million eight hundred
eighty-eight thousand eight hundred eighty-nine (3,888,889)” shall be deleted and replaced with the
phrase “[two million five hundred seventy-nine thousand six hundred seventy-two (2,579,672)]”; and
(d) In clause (vi) of Section 5.4(a), the phrase “ and the Old Equity Warrants”
shall be inserted immediately following the phrase “of the 12.25% Warrants”.
8. Section 7.2(b) — Milestone Date. Clause (vi) of Section 7.2(b) of the
Equity Commitment Agreement shall be amended by deleting the phrase “September 3, 2010” and
replacing it with the phrase “October 4, 2010”.
9. Section 10.1(c) — Milestone Dates. Section 10.1(c) of the Equity
Commitment Agreement shall be amended as follows:
(a) In clause (i) of Section 10.1(c), the phrase “the date that is thirty (30) days
after the date hereof” shall be deleted and replaced with the phrase “June 20, 2010”; and
(b) In clause (ii) of Section 10.1(c), the phrase “the date that is thirty (30) days
after the date hereof” shall be deleted and replaced with the phrase “June 20, 2010”.
2
B. Miscellaneous. This Amendment and the Equity Commitment Agreement,
together, contain the complete agreement among the parties hereto and thereto and supersede any
prior understandings, agreements, letters of intent, or representations by or among such parties,
written or oral, that may have related to the subject matter hereof in any way. Except as
specifically amended hereby, the Equity Commitment Agreement, as amended hereby, shall remain in
full force and effect. The terms and provisions of Sections 11.1 through 11.8 and 11.10 of the
Equity Commitment Agreement are incorporated herein by reference as if set forth herein in their
entirety and shall apply mutatis mutandis to this Amendment.
* * * * *
3
IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the
date first written above.
| VISTEON CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Company Signature Page]
| CQS CONVERTIBLE AND QUANTITATIVE STRATEGIES MASTER FUND LIMITED |
||||
| By: | ||||
| Name: | ||||
| Title: | Authorized Signatory | |||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| CQS DIRECTIONAL OPPORTUNITIES MASTER FUND LIMITED |
||||
| By: | ||||
| Name: | ||||
| Title: | Authorized Signatory | |||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| DEUTSCHE BANK SECURITIES INC. (Solely with Respect to the Distressed Products Group) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| ELLIOTT INTERNATIONAL, L.P. |
||||
| By: | Elliott International Capital Advisors Inc., as | |||
| Attorney-in-Fact | ||||
| By: | ||||
| Name: | Elliot Greenberg | |||
| Title: | Vice President | |||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| GOLDMAN, SACHS & CO., solely with respect to the High Yield Distressed Investing Group |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| KIVU INVESTMENT FUND LIMITED |
||||
| By: | ||||
| Name: | ||||
| Title: | Authorized Signatory | |||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| MONARCH MASTER FUNDING LTD |
||||
| By: | MONARCH ALTERNATIVE CAPITAL | |||
| LP, its investment advisor | ||||
| By: | ||||
| Name: | Christopher Santana | |||
| Title: | Managing Principal | |||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| OAK HILL ADVISORS, L.P., on behalf of certain private funds and separate accounts that it manages |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| SOLUS ALTERNATIVE ASSET MANAGEMENT LP, as investment advisor to its private funds |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| THE LIVERPOOL LIMITED PARTNERSHIP |
||||
| By: | Liverpool Associates, Ltd., as General | |||
| Partner | ||||
| By: | ||||
| Name: | Elliot Greenberg | |||
| Title: | Vice President | |||
[First Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]
| ALDEN GLOBAL DISTRESSED OPPORTUNITIES FUND, L.P. |
||||
| By: | Alden Global Distressed Opportunities Fund | |||
| GP, LLC, its general partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| ALLEN ARBITRAGE, L.P. |
||||
| By: | ||||
| Name: | Tal Gurion | |||
| Title: | Managing Director of Investment Manager | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| ALLEN ARBITRAGE OFFSHORE |
||||
| By: | ||||
| Name: | Tal Gurion | |||
| Title: | Managing Director of Investment Manager | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| ARMORY MASTER FUND LTD. |
||||
| By: | Armory Advisors LLC, its Investment | |||
| Manager | ||||
| By: | ||||
| Name: | Jay Burnham | |||
| Title: | Manager | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CAPITAL VENTURES INTERNATIONAL |
||||
| By: | Susquehanna Advisors Group, Inc., | |||
| its authorized agent | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CASPIAN CAPITAL PARTNERS, L.P. |
||||
| By: | Mariner Investment Group, as Investment | |||
| Advisor | ||||
| By: | ||||
| Name: | David Corleto | |||
| Title: | Principal | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CASPIAN SELECT CREDIT MASTER FUND, LTD. |
||||
| By: | Mariner Investment Group, as Investment | |||
| Advisor | ||||
| By: | ||||
| Name: | David Corleto | |||
| Title: | Principal | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CITADEL SECURITIES LLC |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CSS, LLC |
||||
| By: | ||||
| Name: | Jerry White | |||
| Title: | Partner | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CUMBERLAND PARTNERS |
||||
| By: | CUMBERLAND GP LLC, its General | |||
| Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CUMBERLAND BENCHMARKED PARTNERS, L.P. |
||||
| By: | CUMBERLAND BENCHMARKED GP | |||
| LLC, its General Partner | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| LONGVIEW PARTNERS B, L.P. |
||||
| By: | LONGVIEW B GP LLC, its General Partner | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CUMBER INTERNATIONAL S.A. |
||||
| By: | CUMBERLAND ASSOCIATES LLC, as | |||
| Investment Adviser | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CYRUS EUROPE MASTER FUND LTD. |
||||
| By: | Cyrus Capital Partners, L.P. as Investment | |||
| Manager | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD. |
||||
| By: | Cyrus Capital Partners, LP as Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CRESCENT 1 L.P. |
||||
| By: | Cyrus Capital Partners, L.P. as Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CRS FUND LTD. |
||||
| By: | Cyrus Capital Partners, L.P. as Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| CYRUS OPPORTUNITIES MASTER FUND II, LTD. |
||||
| By: | Cyrus Capital Partners, L.P. as Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| HALBIS DISTRESSED OPPORTUNITIES MASTER FUND, LTD. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| MARINER LDC |
||||
| By: | Mariner Investment Group, as Investment Advisor | |||
| By: | ||||
| Name: | David Corleto | |||
| Title: | Principal | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| MARINER LDC |
||||
| By: | Riva Ridge Capital Management LP, as Investment Manager |
|||
| By: | Riva Ridge GP LLC, GP to the Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| MERCED PARTNERS LIMITED PARTNERSHIP |
||||
| By: | Global Capital Management, Inc., General Partner | |||
| By: | ||||
| Name: | Thomas G. Rock | |||
| Title: | Authorized Representative | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| MERCED PARTNERS II, L.P. |
||||
| By: | Lydiard Partners, L.P., General Partner | |||
| By: | Tanglewood Capital Management, Inc., General Partner |
|||
| By: | ||||
| Name: | Thomas G. Rock | |||
| Title: | Authorized Representative | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| NEWFINANCE ALDEN SPV |
||||
| By: | Alden Global Capital, its Trading Advisor | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| QVT FUND LP |
||||
| By: | QVT Associates GP LLC, its general partner | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| QUINTESSENCE FUND L.P. |
||||
| By: | QVT Associates GP LLC, its general partner | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| RIVA RIDGE MASTER FUND, LTD. |
||||
| By: | Riva Ridge Capital Management LP, as Investment Manager |
|||
| By: | Riva Ridge GP LLC, GP to the Investment Manager | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| SENECA CAPITAL, L.P. |
||||
| By: | ||||
| Name: | Mike Anastasio | |||
| Title: | CFO | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| SILVER POINT CAPITAL, L.P. on behalf of its affiliates and related funds |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| SPECTRUM INVESTMENT PARTNERS, L.P. |
||||
| By: | Spectrum Group Management LLC, its general partner | |||
| By: | ||||
| Name: | Jeffrey A. Schaffer | |||
| Title: | Managing Member | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| SIPI MASTER LTD. |
||||
| By: | Spectrum Investment Management LLC, its investment manager |
|||
| By: | ||||
| Name: | Jeffrey A. Schaffer | |||
| Title: | Managing Member | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| STARK CRITERION MASTER FUND LTD. |
||||
| By: | Stark Criterion Management LLC | |||
| Its: Investment Manager | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| STARK MASTER FUND LTD. |
||||
| By: | Stark Offshore Management LLC | |||
| Its: Investment Manager | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| THE SEAPORT GROUP LLC PROFIT SHARING PLAN |
||||
| By: | Armory Advisors LLC, its Investment Advisor | |||
| By: | ||||
| Name: | Jay Burnham | |||
| Title: | Manager | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| UBS SECURITIES LLC (solely with respect to the Distressed Debt Trading Group) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| VENOR CAPITAL MASTER FUND LTD. |
||||
| By: | ||||
| Name: | Michael Wartell | |||
| Title: | Authorized Signatory | |||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| WHITEBOX HEDGED HIGH YIELD PARTNERS, L.P. |
||||
| By: | Whitebox Hedged High Yield Advisors, LLC, its General Partner | |||
| By: | Whitebox Advisors, LLC, its Managing Member | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
| WHITEBOX COMBINED PARTNERS, L.P. |
||||
| By: | Whitebox Combined Advisors, LLC, its General Partner | |||
| By: | Whitebox Advisors, LLC, its Managing Member | |||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]
Exhibit E
Execution Copy
FIRST AMENDMENT TO THE PLAN SUPPORT AGREEMENT
This First Amendment (this “Amendment”), dated as of June 13, 2010, is made and
entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as
applicable, the “Company”), the other Debtors, and the Consenting Senior Note Holders whose
signatures are set forth below (the “Amending Note Holders”). Capitalized terms used and
not otherwise defined herein have the meanings set forth in the Plan Support Agreement (as defined
below).
WHEREAS, the Debtors and the Amending Note Holders are parties to that certain Plan Support
Agreement, dated as of May 6, 2010 (as amended, the “Plan Support Agreement”);
WHEREAS, Section 8.5(c) of the Plan Support Agreement provides that the Plan Support Agreement
may be amended only in a writing signed by the Debtors and the Requisite Senior Note Holders,
subject to the other provisions set forth therein; and
WHEREAS, the Debtors and the Amending Note Holders wish to amend the Plan Support Agreement,
and the Amending Note Holders [include all of Requisite Senior Note Holders];
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
in the Plan Support Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
A. Amendments to the Plan Support Agreement. The Plan Support Agreement is
hereby amended as follows:
1. Exhibit A to the Plan Support Agreement. Exhibit A to the Plan Support
Agreement shall be replaced by the Fourth Amended Joint Plan of Reorganization of Visteon
Corporation and Its Debtor Affiliates Pursuant to Chapter 11 of the United States Bankruptcy Code
attached as Exhibit 1 to this Amendment (the “Amended Plan”). All references to
the Amended Plan contained in the Plan Support Agreement shall refer to the Amended Plan attached
to this Amendment.
2. Exhibit B to the Plan Support Agreement. Exhibit B to the Plan Support
Agreement shall be replaced by the Fourth Amended Disclosure Statement for the Fourth Amended Joint
Plan of Reorganization of Visteon Corporation and Its Debtor Affiliates Pursuant to Chapter 11 of
the United States Bankruptcy Code attached as Exhibit 2 to this Amendment (the
“Disclosure Statement”). All references to the Disclosure Statement contained in the Plan
Support Agreement shall refer to the Disclosure Statement attached to this Amendment.
3. Section 7.1(c)(2). Section 7.1(c)(2) of the Plan Support Agreement shall
be amended to the following: “the Debtors have not filed the Amended Plan and the Disclosure
Statement with the Bankruptcy Court on or before June 15, 2010, or such later date as may be agreed
to by the Requisite Senior Note Holders.”
B. Miscellaneous. This Amendment and the Plan Support Agreement, together,
contain the complete agreement among the parties hereto and thereto and supersede any prior
understandings, agreements, letters of intent, or representations by or among such parties, written
or oral, that may have related to the subject matter hereof in any way. Except as specifically
amended hereby, the Plan Support Agreement, as amended hereby, shall remain in full force and
effect. The terms and provisions of Sections 8.1, 8.3, 8.4, 8.5, the first paragraph of Section
8.7, 8.11 and 8.12 of the Plan Support Agreement are incorporated herein by reference as if set
forth herein in their entirety and shall apply mutatis mutandis to this Amendment.
* * * * *
2
IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the
date first written above.
| VISTEON CORPORATION (on behalf of itself and its Debtor affiliates) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Debtors Signature Page]
| CONSENTING SENIOR NOTE HOLDER CQS Directional Opportunities Master Fund Limited |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]
| CONSENTING SENIOR NOTE HOLDER Kivu Investment Fund Limited |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]
| CONSENTING SENIOR NOTE HOLDER Deutsche Bank Securities Inc. (solely with respect to the Distressed Products Group) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]
| CONSENTING SENIOR NOTE HOLDER Elliot International L.P. |
||||
| By: | Elliot International Capital Advisors Inc. as Attorney-in-Fact |
|||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]
| CONSENTING SENIOR NOTE HOLDER The Liverpool Limited Partnership |
||||
| By: | Liverpool Associates, Ltd. as General Partner |
|||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]
| CONSENTING SENIOR NOTE HOLDER Goldman, Sachs & Co. (solely with respect to the High Yield Distressed Investing Group) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]
| CONSENTING SENIOR NOTE HOLDER Monarch Alternative Capital LP (held through DTC 0005 Goldman) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]
| CONSENTING SENIOR NOTE HOLDER Oak Hill Advisors, L.P. on behalf of certain private funds and separate accounts that it manages |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]
| CONSENTING SENIOR NOTE HOLDER Sola Ltd |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]
| CONSENTING SENIOR NOTE HOLDER UBS SECURITIES LLC (solely with respect to the Distressed Debt Trading Group) |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[First Amendment to the Plan Support Agreement — Consenting Senior Note Holder Signature Page]