vc-20220719
0001111335false00011113352022-07-192022-07-19


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) July 22, 2022 (July 19, 2022)

VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-15827
38-3519512
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
One Village Center Drive,
Van Buren Township,
Michigan
48111
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code (800)-VISTEON

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareVCThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





SECTION 1 - REGISTRANTS'S BUSINESS AND OPERATIONS

Item 1.01. Entry into a Material Definitive Agreement.

On July 19, 2022, Visteon Corporation (the “Company”) entered into Amendment No. 6 (the “Amendment”) to its credit agreement, dated as of April 9, 2014 (as amended by that certain Waiver and Amendment No. 1 to Credit Agreement, dated as of March 25, 2015, Amendment No. 2 to Credit Agreement, dated as of March 24, 2017, Amendment No. 3 to Credit Agreement, dated as of November 14, 2017, Amendment No. 4 to Credit Agreement, dated as of May 30, 2018, and Amendment No. 5, dated as of December 19, 2019, the “Existing Credit Agreement”; and the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”) with Citibank, N.A., as administrative agent, the guarantors party thereto and certain lenders party thereto. The Amendment provides for (i) the replacement and extension of the existing revolving credit facility with a new revolving credit facility (the “Refinancing Revolving Facility” and any loans made pursuant thereto, “New Revolving Credit Loans”) in an aggregate principal amount of $400,000,000, (ii) the refinancing of the Term Loans (as defined in the Existing Credit Agreement) with a new term loan “A” facility (the “Refinancing Term Facility” and, together with the Refinancing Revolving Facility, the “Refinancing Facilities”; the loans made pursuant to the Refinancing Term Facility, the “New Term Loans” and together with the New Revolving Credit Loans, the “New Loans”) and (iii) certain other modifications to the Existing Credit Agreement as described below and therein.

At the Company’s option, New Loans may be maintained from time to time at an interest rate equal to the applicable domestic rate (“Base Rate”) plus an applicable margin or the SOFR-based rate (“SOFR Rate”) plus an applicable margin. The applicable margin will range from 1.00% to 1.75% on SOFR Rate loans and from 0.00% to 0.75% on Base Rate loans, based on the Company’s Total Gross Leverage Ratio (as defined in the Credit Agreement) from time to time. The Company will also pay a commitment fee between 0.15% and 0.25%, payable quarterly, on the average daily unused amount of the Refinancing Revolving Facility based on the Company’s Total Gross Leverage Ratio from time to time. New Revolving Credit Loans, at the Company’s option, may also be denominated in Euro or Pounds Sterling, and such loans will be maintained at an interest rate equal to the applicable benchmark rate as described in the Credit Agreement plus an applicable margin ranging from 1.00% to 1.75% based on the Company’s Total Gross Leverage Ratio from time to time.

Additionally, the Company can receive an interest rate adjustment of up to 0.05% under the Credit Agreement based on its fiscal year performance with respect to a ratio of (a) the total carbon emissions (measured in metric tons CO2e per ton of production) of certain major manufacturing sites, warehouses and major technical centers of the Company and its subsidiaries, to (b) the consolidated revenue of the Company and its subsidiaries.

Up to $75,000,000 of the Refinancing Revolving Facility is available for the issuance of letters of credit, denominated in Dollars, Euro or Pounds Sterling, and any such issuance of letters of credit will reduce the amount available for New Revolving Credit Loans. Up to $20,000,000 of the Refinancing Revolving Facility is available for swing line advances, and any such swing line advances will reduce the amount available for New Revolving Credit Loans. The Company may request an increase in the limit under the Refinancing Revolving Facility and/or the Refinancing Term Facility.

Subject to certain exceptions, the Refinancing Facilities shall mature on July 19, 2027 (the “Maturity Date”). Prior to the Maturity Date, the Refinancing Term Facility will amortize in equal quarterly installments (commencing on June 30, 2023) in an aggregate annual amount equal to 5.00% of the original principal amount of the Refinancing Term Facility. New Revolving Credit Loans and the outstanding balance of the New Term Loans are due and payable in full on the Maturity Date. Outstanding borrowings under the Refinancing Facilities are prepayable without penalty at any time.

The Credit Agreement requires the Company and its subsidiaries to comply with customary affirmative and negative covenants, including a financial covenant for the benefit of the lenders under the Refinancing Revolving Facility, and contains customary events of default. Pursuant to such financial




covenant, the Company is not to permit the total net leverage ratio as of the last day of a test period to exceed 3:50:1:00, subject to an increase to 4.00:1.00 following a material acquisition.

All obligations under the Credit Agreement and obligations in respect of certain cash management services and swap agreements with the lenders and their affiliates are (i) unconditionally guaranteed by certain of the Company’s subsidiaries and (ii) secured by a first-priority perfected lien (subject to certain exceptions) in substantially all of the property of the Company and the subsidiaries party to the security documents, subject to certain limitations.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full and complete Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

SECTION 2 - OTHER EVENTS

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.

SECTION 9 - FINANCIAL INFORMATION AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VISTEON CORPORATION
By:/s/Brett D. Pynnonen
    Brett D. Pynnonen
    Senior Vice President and Chief Legal Officer

Date: July 22, 2022                    


Document
Exhibit 10.1
Execution Version
AMENDMENT NO. 6 TO CREDIT AGREEMENT
AMENDMENT NO. 6, dated as of July 19, 2022 (this “Amendment”) to the Credit Agreement (as defined below), among Visteon Corporation, a Delaware corporation (the “Borrower”), each signatory hereto under the heading “GUARANTORS” on the signature pages hereto (collectively, the “Guarantors” and each, individually, a “Guarantor”), the New Revolving Credit Lenders (as defined below), the New Term Lenders (as defined below) and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
WHEREAS, reference is made to that certain Credit Agreement, dated as of April 9, 2014 (as amended by that certain Waiver and Amendment No. 1 to Credit Agreement, dated as of March 25, 2015, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of March 24, 2017, as further amended by that certain Amendment No. 3 to Credit Agreement, dated as of November 14, 2017, as further amended by that certain Amendment No. 4 to Credit Agreement, dated as of May 30, 2018, as further amended by that certain Amendment No. 5 to Credit Agreement, dated as of December 19, 2019 and as further amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the lenders and issuing banks from time to time party thereto and the Administrative Agent;
WHEREAS, the Borrower has requested (i) new Revolving Credit Commitments (the “New Revolving Credit Commitments” and, any Revolving Credit Loans made pursuant thereto, the “New Revolving Credit Loans”) in an aggregate principal amount of $400,000,000, and, in accordance therewith each Person listed on Schedule I hereto (each Person, a “New Revolving Credit Lender”) will provide a New Revolving Credit Commitment on the Amendment No. 6 Effective Date (as defined below) in the principal amount set forth opposite such New Revolving Credit Lender’s name on such schedule under the caption “Amendment No. 6 Revolving Credit Commitment” to, among other things, refinance the existing Revolving Credit Loans outstanding, and the existing, unused Revolving Credit Commitments in effect, in each case, under the existing Revolving Credit Facility immediately prior to the Amendment No. 6 Effective Date (such Revolving Credit Loans, the “Original Revolving Credit Loans”, and such Revolving Credit Commitments, the “Original Revolving Credit Commitments”), and (ii) new Term Loans (the “New Term Loans” and the Term Commitments in respect thereof, the “New Term Commitments”) in an aggregate principal amount of $350,000,000, and, in accordance therewith each Person listed on Schedule III hereto (each Person, a “New Term Lender”) will advance New Term Loans on the Amendment No. 6 Effective Date in an aggregate principal amount equal to its New Term Commitment set forth opposite such New Term Lender’s name on such schedule under the caption “Amendment No. 6 Term Commitment” to, among other things, refinance the existing Term Loans outstanding immediately prior to the Amendment No. 6 Effective Date (the “Original Term Loans”);
WHEREAS, contemporaneously with the effectiveness of the New Revolving Credit Commitments and New Term Commitments on the Amendment No. 6 Effective Date, the Borrower wishes to make certain amendments to the Credit Agreement;
WHEREAS, this Amendment constitutes a Refinancing Amendment, and the Administrative Agent, pursuant to Section 2.21(a) of the Credit Agreement, is consenting to the addition and establishment of New Revolving Credit Commitments and New Term Commitments by delivery of its executed counterpart hereto; and
NOW, THEREFORE, the parties hereto hereby agree as follows:
Article i

DEFINITIONS
Section 1.01Definitions.
(a)Unless otherwise defined herein, capitalized terms defined in the Amended Credit Agreement shall have the same meanings when used in this Amendment.







(a)Amended Credit Agreement” means the Credit Agreement as amended by this Amendment.
(b)Amendment No. 6 Arrangers” means, collectively, Citibank, N.A., BofA Securities, Inc. and PNC Capital Markets LLC, in their respective capacities as joint lead arrangers and joint bookrunners under this Amendment.
Article ii

NEW REVOLVING CREDIT COMMITMENTS, NEW REVOLVING CREDIT LOANS AND NEW TERM LOANS
Section 1.01New Revolving Credit Loans.
(a)Subject to the terms and conditions set forth herein, on the Amendment No. 6 Effective Date, each New Revolving Credit Lender agrees to make available a Revolving Credit Commitment in the amount set forth opposite such New Revolving Credit Lender’s name on Schedule I hereto under the caption “Amendment No. 6 Revolving Credit Commitment” and, as applicable, a L/C Commitment in the amount set forth opposite such New Revolving Credit Lender’s name on Schedule II hereto under the caption “L/C Commitment”.
(c)Each New Revolving Credit Lender, by delivering its signature page to this Amendment on the Amendment No. 6 Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved this Amendment, the Amended Credit Agreement, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any class of Lenders on the Amendment No. 6 Effective Date.
(b)Subject to the terms and conditions set forth herein, effective as of the Amendment No. 6 Effective Date, for all purposes of the Loan Documents, (i) the New Revolving Credit Commitments shall constitute “Revolving Credit Commitments” and a “Revolving Credit Facility”, (ii) the New Revolving Credit Loans shall constitute “Revolving Credit Loans” and (iii) each New Revolving Credit Lender shall become an “Additional Lender”, a “Revolving Credit Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Revolving Credit Commitment (or, following the making of a New Revolving Credit Loan, a Revolving Credit Loan).
(a)On the Amendment No. 6 Effective Date, all Original Revolving Credit Commitments shall be terminated.
Section 1.01New Term Loans.
(d)Subject to the terms and conditions set forth herein, on the Amendment No. 6 Effective Date, each New Term Lender agrees to fund a New Term Loan in a principal amount not to exceed such New Term Lender’s New Term Commitment as set forth opposite such New Term Lender’s name on Schedule III hereto under the caption “Amendment No. 6 Term Commitment”.
(a)The outstanding principal amount of the Original Term Loans shall, immediately upon the effectiveness of this Amendment, be repaid in full, together with all interest, and to the extent required to be paid by the Borrower under the Loan Documents, fees and other amounts, in each case, accrued to the Amendment No. 6 Effective Date with respect to the Original Term Loans, with the proceeds of the New Term Loans and other funds available to the Borrower.
(a)Each New Term Lender, by delivering its signature page to this Amendment on the Amendment No. 6 Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved this Amendment, the Amended Credit Agreement, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any class of Lenders on the Amendment No. 6 Effective Date. The commitments of the New Term
-2-




Lenders are several, and no New Term Lender shall be responsible for any other New Term Lender’s failure to make New Term Loans.
(b)Subject to the terms and conditions set forth herein, effective as of the Amendment No. 6 Effective Date, for all purposes of the Loan Documents, (i) the New Term Commitments shall constitute “Term Commitments” and “Commitments”, (ii) the New Term Loans shall constitute “Term Loans” and “Loans” and (iii) each New Term Lender shall become an “Additional Lender”, a “Term Lender” and a “Lender” and shall have all the rights and obligations of a Lender holding a Term Commitment (or, following the making of a New Term Loan, a Term Loan).
(e)The obligation of each New Term Lender to make New Term Loans on the Amendment No. 6 Effective Date is subject to the satisfaction of the conditions to effectiveness set forth in Article IV hereof.
Article iii

AMENDMENTS TO THE CREDIT AGREEMENT
Section 1.02Amendments to the Credit Agreement. Effective as of the Amendment No. 6 Effective Date and immediately following consummation of the termination of the Original Revolving Credit Commitments and refinancing of the Original Revolving Credit Loans and Original Term Loans:
(a) the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (as amended, the “Amended Credit Agreement”);
(f)Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety to reflect the New Revolving Credit Commitments, the L/C Commitments and the New Term Commitments effected hereby as specified on Schedules I, II, and III hereto.
(b)Schedule 2.22 is hereby added to the Credit Agreement to reflect the addition of the Sustainability Table, as set forth on Schedule IV hereto.
(b)(i) Exhibits I-1, I-2, I-3 and I-4 to the Credit Agreement are hereby amended and restated (the “Tax Exhibits”), (ii) Exhibit A-1 to the Credit Agreement is hereby amended and restated (the “Committed Loan Notice Exhibit”) and (iii) the Exhibits to the Credit Agreement are hereby amended and restated by adding the Pricing Certificate as a new Exhibit K (the “Pricing Certificate Exhibit”; and together with the Tax Exhibits and the Committed Loan Notice Exhibit, the “Amended Exhibits”); the Amended Exhibits are attached hereto as Exhibit B.
Article iv

CONDITIONS TO EFFECTIVENESS
Section 1.01Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the first date (such date, the “Amendment No. 6 Effective Date”) when each of the following conditions precedent have been fulfilled to the reasonable satisfaction of (or waived by) the Administrative Agent:
(a)    Execution and Delivery of this Amendment. The Administrative Agent shall have received from the Borrower, each Guarantor party hereto, each New Revolving Credit Lender, each New Term Lender and the Administrative Agent, duly executed counterparts of this Amendment.
-3-




(b)    Borrowing Request. The Administrative Agent shall have received from the Borrower a Committed Loan Notice in substantially the form of Exhibit A-1 to the Credit Agreement in accordance with the terms of the Credit Agreement.
(c)    Prepayment. (i) The Administrative Agent shall have received from the Borrower a notice of prepayment with respect to the prepayment of the outstanding principal amount of the Original Term Loans and Original Revolving Credit Loans in accordance with the terms of the Credit Agreement and (ii) the refinancing of the Original Term Loans and Original Revolving Credit Commitments shall have been consummated, or substantially simultaneously with the borrowing under the New Term Loans shall be consummated.
(d)    Secretary’s Certificates. The Administrative Agent shall have received (i) a certificate of good standing (or equivalent) with respect to each of the Loan Parties, as of a recent date by the Secretary of State of the state of its organization and (ii) a certificate executed by a Responsible Officer of each of the Loan Parties dated the Amendment No. 6 Effective Date, substantially in the form of the certificate delivered in connection with Amendment No. 5, certifying as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of each of the Loan Parties and attaching (A) a true and complete copy of the organizational documents of each of the Loan Parties, including all amendments thereto, as in effect on the Amendment No. 6 Effective Date, certified as of a recent date by the Secretary of State of the state of its organization, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, (B) a true and complete copy of the by-laws or other governing documents of each of the Loan Parties as in effect on the Amendment No. 6 Effective Date and at all times since the date prior to the date of the resolutions described in clause (C) below and (C) a true and complete copy of resolutions duly adopted by the board of directors (or other similar governing body), of each of the Loan Parties authorizing the execution, delivery and performance of this Amendment and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(e)    Legal Opinions. The Administrative Agent shall have received (i) a customary opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Borrower and the Guarantors and (ii) a customary opinion of Dickinson Wright PLLC, local counsel to Visteon Global Technologies, Inc., a Michigan corporation, each addressed to the Administrative Agent and the New Revolving Credit Lenders and the New Term Lenders and dated as of the Amendment No. 6 Effective Date.
(f)    Fees and Expenses. (i) The Administrative Agent and the Amendment No. 6 Arrangers shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, but not limited to, the reasonable and documented out-of-pocket fees, disbursements and other charges of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent and the Amendment No. 6 Arrangers, for which invoices have been presented at least three (3) Business Days prior to the Amendment No. 6 Effective Date (or as otherwise reasonably agreed to by the Borrower) and (ii) the Borrower shall have paid to any of the Amendment No. 6 Arrangers fees in amounts as may have been previously agreed in writing between the Borrower and such Amendment No. 6 Arranger to be received on the Amendment No. 6 Effective Date pursuant to the Amendment No. 6 Engagement Letter.
(g)    Representations and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article V hereof shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 6 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.
-4-




(h)    Event of Default. Immediately prior to and immediately after the Amendment No. 6 Effective Date, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated by this Amendment and the Amended Credit Agreement.
(i)    Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (g) and (h) of this Section 4.01.
(j)    Solvency Certificate. The Administrative Agent shall have received a solvency certificate from the treasurer of the Borrower (after giving effect to the consummation of the transactions contemplated by this Amendment) substantially in the form of Exhibit G to the Credit Agreement.
(k)    KYC Information. Upon the reasonable request of any New Revolving Credit Lender or New Term Lender made at least ten Business Days prior to the Amendment No. 6 Effective Date, the Borrower shall have provided to such Lender the documentation and other information so reasonably requested in writing to the extent required by U.S. regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least two Business Days prior to the Amendment No. 6 Effective Date.
Article v

REPRESENTATIONS AND WARRANTIES
Section 1.03Representations and Warranties. In order to induce the Lenders to consent to the amendments contained herein, the Borrower and each other Loan Party represent and warrant to each Lender party hereto as set forth below:
(a)    The representations and warranties set forth in Article V of the Amended Credit Agreement and each other Loan Document (as so amended) are, in each case, true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 6 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Amendment, the representations and warranties contained in Sections 5.05(a) and 5.05(b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to the Amendment No. 6 Effective Date.
(b)    This Amendment constitutes a legal, valid and binding obligation of the Borrower and each other Loan Party, enforceable against the Borrower and each other Loan Party in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity.
(c)    The Borrower and each of the Loan Parties have all requisite corporate or other organizational power and authority to enter into this Amendment and to perform their respective obligations under this Amendment and the Amended Credit Agreement.
(d)    As of the Amendment No. 6 Effective Date (and giving effect to this Amendment), no Event of Default or Default has occurred and is continuing or, solely as of the Amendment No. 6 Effective Date, will result from the consummation of the transactions contemplated by this Amendment and the Amended Credit Agreement.
-5-




Article vi

MISCELLANEOUS
Section 1.02Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.
Section 1.01Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this Amendment. For the avoidance of doubt, Section 10.20 of the Credit Agreement shall apply with respect to this Amendment mutatis mutandis.
Section 1.01Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Section 1.02Governing Law. The governing law and jurisdiction provisions of Section 10.15 of the Credit Agreement shall apply mutatis mutandis to this Amendment.
Section 1.03Fees and Expenses. The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation, execution, delivery and enforcement of this Amendment and the Loan Documents referred to herein or contemplated hereby, including, but not limited to, the reasonable and documented fees, disbursements and other charges of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent, in each case, to the extent required by, and in accordance with, Section 10.04 of the Credit Agreement.
Section 1.03Waiver of Right to Trial by Jury. The waiver of jury trial provisions of Section 10.16 of the Credit Agreement shall apply mutatis mutandis to this Amendment.
Section 1.04Reaffirmation; Grant of Liens.
(a)Each Loan Party reaffirms as of the Amendment No. 6 Effective Date its covenants and agreements contained in the Credit Agreement and each other Loan Document to which it is a party and confirms, agrees and acknowledges that, notwithstanding the consummation of this Amendment, such covenants and agreements, and the terms of each of the Loan Documents to which it is a party, except as modified by this Amendment on the Amendment No. 6 Effective Date are not affected or impaired in any manner whatsoever and shall continue to be in full force and effect. Each of the Loan Parties hereby further confirms its respective prior pledges and grants of security interests under and subject to the Loan Documents to which it is a party, and confirms, agrees and acknowledges that, notwithstanding the consummation of this Amendment, such prior guarantees, pledges, and grants of security interests are not affected or impaired in any manner whatsoever and shall continue to be in full force and effect and shall also guarantee and secure all obligations as amended and reaffirmed pursuant to the Credit Agreement and this Amendment. Each of the Loan Parties confirms, acknowledges and agrees that the Lenders, the New Term Lenders and the New Revolving Credit Lenders are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. For the avoidance of doubt, each Loan Party hereby reaffirms the provisions of Section 2 of the Security Agreement, dated April 9, 2014 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Borrower, each Guarantor party thereto and the Administrative Agent, and agrees that all references in the Security Agreement to the “Secured Obligations” shall include the New Term Loans and New Revolving Credit Loans.
-6-




(a)As security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined in the Security Agreement), each of the Borrower and each Guarantor party hereto (i) hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in its right, title and interest in and to the Collateral (as defined in the Security Agreement) and (ii) hereby authorizes the Administrative Agent to file, at any time or from time to time, one or more UCC financing or continuation statements, and amendments thereto, including, without limitation, one or more UCC financing statements indicating that such financing statements cover all assets or all personal property, whether now owned or hereafter acquired (or words of similar effect) of the undersigned, in each case without the signature of the undersigned, and regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause in clause (i) of this Section 6.07(b). The security interest granted herein shall be subject to the terms, covenants and conditions set forth in the Security Agreement.
(b)Each Loan Party further confirms that, as amended by this Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified, approved and confirmed in all respects.
Section 1.01Entire Agreement. This Amendment, the other Loan Documents and any separate letter agreements, solely to the extent with respect to fees payable to the Administrative Agent and any Amendment No. 6 Arranger, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Section 1.04Effects of this Amendment.
(b)On and after the Amendment No. 6 Effective Date, the rights and obligations of the parties to the Credit Agreement shall be governed by the Amended Credit Agreement. All references to the Credit Agreement in any document, instrument, agreement or writing shall be deemed to refer to the Amended Credit Agreement.
(a)Other than as specifically provided herein, this Amendment shall not operate as an amendment of any right, power or privilege of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document or of any other term or condition of the Credit Agreement or any other Loan Document, nor shall the entering into of this Amendment preclude the Administrative Agent and/or any Lender from refusing to enter into any further amendments with respect thereto. This Amendment is not intended by any of the parties hereto to be interpreted as a course of dealing which would in any way impair the rights or remedies of the Administrative Agent or any Lender except as expressly stated herein, and no Lender shall have any obligation to extend credit to the Borrower other than pursuant to the terms of the Amended Credit Agreement and the other Loan Documents, as amended or supplemented to date (including by means of this Amendment). This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document and the Credit Agreement shall continue in full force and effect as amended by this Amendment.
Section 1.1Loan Document Pursuant to Credit Agreement. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the applicable terms and provisions of the Credit Agreement (and, following the Amendment No. 6 Effective Date, the Amended Credit Agreement).
[Signature Pages Follow]
-7-




IN WITNESS WHEREOF, the signatories hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.
VISTEON CORPORATION, as Borrower
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer

[Signature Page to Amendment No. 6 to Credit Agreement]



GUARANTORS:
VISTEON ELECTRONICS CORPORATION
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer
VISTEON GLOBAL TECHNOLOGIES, INC.
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer
VISTEON GLOBAL TREASURY, INC.
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer
VISTEON SYSTEMS, LLC
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer
VISTEON INTERNATIONAL BUSINESS DEVELOPMENT, INC.
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer


VISTEON INTERNATIONAL HOLDINGS, INC.
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer
[Signature Page to Amendment No. 6 to Credit Agreement]





VISTEON EUROPEAN HOLDINGS, LLC
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer
VISTEON GLOBAL ELECTRONICS, INC.
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer
VISTEON EUROPEAN ELECTRONICS, INC.
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer
VISTEON GERMAN HOLDINGS, LLC
By:     /s/ Kristopher Doyle    
    Name:    Kristopher Doyle
    Title:    Treasurer
[Signature Page to Amendment No. 6 to Credit Agreement]




CITIBANK, N.A., as a New Revolving Credit Lender, an L/C Issuer, a New Term Lender and as Administrative Agent
By:     /s/ Lixing Qi    
    Name:    Lixing Qi
    Title:    Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]


CITIBANK, N.A., as a New Revolving Credit Lender, an L/C Issuer, a New Term Lender and as
Administrative Agent
By: /s/ Lixing Qi    
Name: Lixing Qi
Title: Vice President

[Signature Page to Amendment No. 6 to Credit Agreement]


Bank of America, N.A., as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6 and as a L/C Issuer
By: /s/ Jason Yakabu    
Name: Jason Yakabu
Title: Director


[Signature Page to Amendment No. 6 to Credit Agreement]




Bank of America, N.A., as a New Term Lender with a New Term Commitment as set forth in Schedule III of Amendment No. 6
By: /s/ Jason Yakabu    
Name: Jason Yakabu
Title: Director
[Signature Page to Amendment No. 6 to Credit Agreement]





PNC BANK, NATIONAL ASSOCIATION, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Scott Neiderheide    
Name: Scott Neiderheide
Title: Senior Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]





PNC BANK, NATIONAL ASSOCIATIONS, as a L/C Issuer
By: /s/ Scott Neiderheide    
Name: Scott Neiderheide
Title: Senior Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]





PNC BANK, NATIONAL ASSOCIATIONS, as a New Term Lender with a New Term Commitment as set forth in Schedule III of Amendment No. 6
By: /s/ Scott Neiderheide    
Name: Scott Neiderheide
Title: Senior Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]





SUMITOMO MITSUI BANKING CORPORATION, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Minxiao Tian    
Name: Minxiao Tian
Title: Director
[Signature Page to Amendment No. 6 to Credit Agreement]





SUMITOMO MITSUI BANKING CORPORATION, as a New Term Lender with a New Term Commitment as set forth in Schedule III of Amendment No. 6
By: /s/ Minxiao Tian    
Name: Minxiao Tian
Title: Director
[Signature Page to Amendment No. 6 to Credit Agreement]





U.S. BANK NATIONAL ASSOCIATION, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Jeffrey S. Johnson    
Name: Jeffrey S. Johnson
Title: Senior Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]





U.S. BANK NATIONAL ASSOCIATION, as a New Term Lender with a New Term Commitment as set forth in Schedule III of Amendment No. 6
By: /s/ Jeffrey S. Johnson    
Name: Jeffrey S. Johnson
Title: Senior Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]





Wells Fargo Bank, National Association, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Megan Pridmore    
Name: Megan Pridmore
Title: Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]





Wells Fargo Bank, National Association, as a New Term Lender with a New Term Commitment as set forth in Schedule III of Amendment No. 6
By: /s/ Megan Pridmore    
Name: Megan Pridmore
Title: Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]





JPMorgan Chase Bank, N.A., as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Christopher A. Salek    
Name: Christopher A. Salek
Title: Executive Director
[Signature Page to Amendment No. 6 to Credit Agreement]





JPMorgan Chase Bank, N.A., as a New Term Lender with a New Term Commitment as set forth in Schedule III of Amendment No. 6
By: /s/ Christopher A. Salek    
Name: Christopher A. Salek
Title: Executive Director
[Signature Page to Amendment No. 6 to Credit Agreement]





UniCredit Bank AG, New York Branch, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Edward Herko    
Name: Edward Herko
Title: Director

By: /s/ Douglas Riahi    
Name: Douglas Riahi
Title: Managing Director
[Signature Page to Amendment No. 6 to Credit Agreement]





Bank of China, Chicago Branch, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Xu Yang    
Name: Xu Yang
Title: SVP & Deputy Branch Manager
[Signature Page to Amendment No. 6 to Credit Agreement]





Bank of China, Chicago Branch, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Xu Yang    
Name: Xu Yang
Title: SVP & Deputy Branch Manager
[Signature Page to Amendment No. 6 to Credit Agreement]





Bank of China, Chicago Branch, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Xu Yang    
Name: Xu Yang
Title: SVP & Deputy Branch Manager
[Signature Page to Amendment No. 6 to Credit Agreement]





HSBC BANK USA, N.A., as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Jennifer Jordan    
Name: Jennifer Jordan
Title: VP, Sr Assoc RM
[Signature Page to Amendment No. 6 to Credit Agreement]





HSBC BANK USA, N.A., as a New Term Lender with a New Term Commitment as set forth in Schedule III of Amendment No. 6
By: /s/ Jennifer Jordan    
Name: Jennifer Jordan
Title: VP, Sr Assoc RM
[Signature Page to Amendment No. 6 to Credit Agreement]





Comerica Bank, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Mark L Lashbrook    
Name: Mark L Lashbrook
Title: Asst. Vice President



Comerica Bank, as a New Term Lender with a New Term Commitment as set forth in Schedule III of Amendment No. 6
By: /s/ Mark L Lashbrook    
Name: Mark L Lashbrook
Title: Asst. Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]





ING Bank N.V., Dublin Branch, as a New Revolving Credit Lender with a New Revolving Credit Commitment as set forth in Schedule I of Amendment No. 6
By: /s/ Cormac Langford     
Name: Cormac Langford
Title: Director

By: /s/ Rosemary Healy    
Name: Rosemary Healy
Title: Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]





ING Bank N.V., Dublin Branch, as a New Term
    Lender with a New Term Commitment as set forth in Schedule III of Amendment No. 6
By: /s/ Cormac Langford     
Name: Cormac Langford
Title: Director

By: /s/ Rosemary Healy    
Name: Rosemary Healy
Title: Vice President
[Signature Page to Amendment No. 6 to Credit Agreement]




SCHEDULE I
Amendment No. 6 Revolving Credit Commitments

LenderAmendment No. 6 Revolving Credit Commitment
Citibank, N.A.$50,198,134.00
Bank of America, N.A.$50,198,135.00
PNC Bank, National Association$50,198,135.00
Sumitomo Mitsui Banking Corporation$35,734,266.00
U.S. Bank National Association$35,734,266.00
Wells Fargo Bank, National Association$35,734,266.00
JPMorgan Chase Bank, N.A.$35,734,266.00
UniCredit Bank AG, New York Branch$35,000,000.00
Bank of China, Chicago Branch$17,867,133.00
HSBC Bank USA, N.A.$17,867,133.00
Comerica Bank$17,867,133.00
ING Bank N.V. – Dublin Branch$17,867,133.00
TOTAL$400,000,000.00






SCHEDULE II
L/C Commitments

LenderL/C Commitment
Citibank, N.A.$25,000,000.00
Bank of America, N.A.$25,000,000.00
PNC Bank, National Association$25,000,000.00
TOTAL75,000,000.00







SCHEDULE III
Amendment No. 6 Term Commitments

LenderAmendment No. 6 Term Commitment
Citibank, N.A.$48,135,200.00
Bank of America, N.A.$48,135,198.00
PNC Bank, National Association$48,135,198.00
Sumitomo Mitsui Banking Corporation$34,265,734.00
U.S. Bank National Association$34,265,734.00
Wells Fargo Bank, National Association$34,265,734.00
JPMorgan Chase Bank, N.A.$34,265,734.00
Bank of China, Chicago Branch$17,132,867.00
HSBC Bank USA, N.A.$17,132,867.00
Comerica Bank$17,132,867.00
ING Bank N.V. – Dublin Branch$17,132,867.00
TOTAL$350,000,000.00

[Signature Page to Amendment No. 6 to Credit Agreement]





SCHEDULE IV
Sustainability Table
[See attached.]
[Signature Page to Amendment No. 6 to Credit Agreement]





Schedule 2.22

Sustainability Table

20222023202420252026
GHG Emissions Intensity Revenue Ratio Target<15.9x<15.5x<14.7x<13.9x<13.3x
GHG Emissions Intensity Revenue Ratio Threshold
>16.7
>16.2
>15.4
>14.6
>14.0

[Signature Page to Amendment No. 6 to Credit Agreement]




EXHIBIT A
Amended Credit Agreement


https://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_0.jpgConformed Credit AgreementExhibit A
CREDIT AGREEMENT
Dated as of April 9, 2014
as amended by Waiver and Amendment No. 1 dated as of March 25, 2015,
Amendment No. 2 dated as of March 24, 2017
Amendment No. 3 dated as of November 14, 2017
Amendment No. 4 dated as of May 30, 2018, and
Amendment No. 5 dated as of December 19, 2019
Amendment No. 6 dated as of July 19, 2022
among
VISTEON CORPORATION,
as the Borrower,
THE LENDERS SIGNATORY HERETO,
as Lenders,
CITIBANK, N.A.,
as Administrative Agent,
and
The Other Parties From Time to Time Party Hereto
https://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_1.jpgCITIGROUP GLOBAL MARKETS INC.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
and
CITIBANK, N.A.,





BOFA SECURITIES, INC.,
and
SUMITOMO MITSUI BANKING CORPORATIONPNC CAPITAL MARKETS LLC
as Joint Lead Arrangers and Joint Bookrunners for Amendment No. 6




TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Accounting Terms
Section 1.01    Defined Terms    1
Section 1.02    Other Interpretive Provisions    52
Section 1.03    Accounting Terms    53
Section 1.04    Rounding    53
Section 1.05    References to Agreements and Laws    53
Section 1.06    Times of Day    5354
Section 1.07    Timing of Payment or Performance    54
Section 1.08    Currency Equivalents Generally    54
Section 1.09    Additional Alternate Currencies    54
Section 1.10    Change of Currency    55
Section 1.11    Letter of Credit Amounts    55
Section 1.12    Pro Forma Calculations    55
Section 1.13    Calculation of Baskets    5655
ARTICLE II
The Commitments and Credit Extensions
Section 2.01    The Loans    56
Section 2.02    Borrowings, Conversions and Continuations of Loans    57
Section 2.03    Letters of Credit    5958
Section 2.04    Swing Line Loans    6766
Section 2.05    Prepayments    69
Section 2.06    Termination or Reduction of Commitments    7472
Section 2.07    Repayment of Loans    7573
Section 2.08    Interest    7675
Section 2.09    Fees    7675
Section 2.10    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate    7776
Section 2.11    Evidence of Indebtedness    7877
Section 2.12    Payments Generally; Administrative Agent’s Clawback    7977
Section 2.13    Sharing of Payments    8079
Section 2.14    Increase in Revolving Credit Facility    8179
Section 2.15    Increase in Term Facility    8281
Section 2.16    New Incremental Commitments    8483
Section 2.17    Incremental Equivalent Debt    8685
Section 2.18    Extension of Term Loans and Revolving Credit Commitments    8886
Section 2.19    Cash Collateral    9089
Section 2.20    Defaulting Lenders    9189
Section 2.21    Specified Refinancing Debt    91
Section 2.22    Sustainability Adjustments.    92
ARTICLE III




Taxes, Increased Costs Protection and Illegality
Section 3.01    Taxes    94
Section 3.02    Illegality    97
- i-




Page
Section 3.03    Inability to Determine Rates    9897
Section 3.04    Increased Cost and Reduced Return; Capital Adequacy    98101
Section 3.05    Funding Losses    99102
Section 3.06    Matters Applicable to All Requests for Compensation    99102
Section 3.07    Replacement of Lenders under Certain Circumstances    100103
Section 3.08    Survival    101104

ARTICLE IV
Conditions Precedent To Credit Extensions
Section 4.01     Conditions to Closing Date    101[Reserved]104
Section 4.02    Conditions to All Credit Extensions    103104
Section 4.03    Conditions to Initial Term Loans    103
ARTICLE V
Representations and Warranties
Section 5.01    Existence, Qualification and Power; Compliance with Laws    104105
Section 5.02    Authorization; No Contravention    104105
Section 5.03    Governmental Authorization; Other Consents    104106
Section 5.04    Binding Effect    105106
Section 5.05    Financial Statements; No Material Adverse Effect    105106
Section 5.06    Litigation    105106
Section 5.07    Use of Proceeds    105106
Section 5.08    Ownership of Property; Liens    106107
Section 5.09    Environmental Compliance    106107
Section 5.10    Taxes    106107
Section 5.11    Employee Benefits Plans; Labor Matters     106107
Section 5.12    Subsidiaries; Equity Interests    107108
Section 5.13    Margin Regulations; Investment Company Act    107108
Section 5.14    Disclosure    107108
Section 5.15    Compliance with Laws    108109
Section 5.16    Intellectual Property    108109
Section 5.17    Solvency    108109
Section 5.18    Insurance    108109
Section 5.19    Perfection, Etc.    108109
Section 5.20    Anti-Corruption Laws and Sanctions    109110
Section 5.21    Status of the Facilities as Senior Indebtedness    109
ARTICLE VI
Affirmative Covenants
Section 6.01    Financial Statements    109110
Section 6.02    Certificates; Other Information    110111
Section 6.03    Notices    112113
Section 6.04    Obligations; Payment of Taxes    112113
Section 6.05    Preservation of Existence, Etc.    112113




Section 6.06    Maintenance of Properties    112114
Section 6.07    Maintenance of Insurance    112114
Section 6.08    Compliance with Laws    113114
Section 6.09    Books and Records    113114
Section 6.10    Inspection Rights    113115




- ii-




Page
Section 6.11    Use of Proceeds    114115
Section 6.12    Covenant to Guarantee Obligations and Give Security    114115
Section 6.13    Compliance with Environmental Laws     116118
Section 6.14    Further Assurances    116118
Section 6.15    Maintenance of Ratings    117[Reserved]. 118
Section 6.16    Post-Closing Covenants    117118
ARTICLE VII
Negative Covenants
Section 7.01    Liens    117118
Section 7.02    Investments    121122
Section 7.03    Indebtedness    125126
Section 7.04    Fundamental Changes    128129
Section 7.05    Dispositions    129130
Section 7.06    Restricted Payments    132133
Section 7.07    Change in Nature of Business    133134
Section 7.08    Transactions with Affiliates    133134
Section 7.09    Clauses Restricting Subsidiary Distributions    134135
Section 7.10    Use of Proceeds    135137
Section 7.11    Financial Covenant    135137
Section 7.12    Accounting Changes    135137
Section 7.13    Prepayments, Etc. of Indebtedness; Amendments    136137
Section 7.14    Covenant Suspension    136138
ARTICLE VIII
Events of Default and Remedies
Section 8.01    Events of Default    137138
Section 8.02    Remedies Upon Event of Default    139140
Section 8.03    Application of Funds    140141
ARTICLE IX
Administrative Agent and Other Agents
Section 9.01    Appointment and Authorization of Agents    141142
Section 9.02    Delegation of Duties    142143
Section 9.03    Liability of Agents    142143
Section 9.04    Reliance by Agents    142143
Section 9.05    Notice of Default    142144
Section 9.06    Credit Decision; Disclosure of Information by Agents    143144
Section 9.07    Indemnification of Agents    143145
Section 9.08    Agents in Their Individual Capacities    143145
Section 9.09    Successor Agents    144145
Section 9.10    Administrative Agent May File Proofs of Claim    144146
Section 9.11    Collateral and Guaranty Matters    145146
Section 9.12    Secured Cash Management Agreements and Secured Hedge Agreements    145147




Section 9.13    Other Agents; Arranger and Managers    146147
Section 9.14    Appointment of Supplemental Administrative Agents    146147
Section 9.15    Withholding Tax    147148
Section 9.16    Certain ERISA Matters.    148
Section 9.17    Certain Payments.    149
-iii-




Page
ARTICLE X
Miscellaneous
Section 10.01    Amendments, Etc.    147151
Section 10.02    Notices; Electronic Communications    151154
Section 10.03    No Waiver; Cumulative Remedies; Enforcement    152155
Section 10.04    Expenses and Taxes    152156
Section 10.05    Indemnification by the Borrower    153157
Section 10.06    Payments Set Aside    154158
Section 10.07    Successors and Assigns    154158
Section 10.08    Confidentiality    159163
Section 10.09    Setoff    160164
Section 10.10    Interest Rate Limitation    160164
Section 10.11    Counterparts    161164
Section 10.12    Integration; Effectiveness    161165
Section 10.13    Survival of Representations and Warranties    161165
Section 10.14    Severability    161165
Section 10.15    Governing Law; Jurisdiction; Etc.    161165
Section 10.16    WAIVER OF RIGHT TO TRIAL BY JURY    162166
Section 10.17    Binding Effect    162166
Section 10.18    No Advisory or Fiduciary Responsibility    163166
Section 10.19    Affiliate Activities    163167
Section 10.20    Electronic Execution of Assignments and Certain Other Documents    163167
Section 10.21    Lender Action    163167
Section 10.22    PATRIOT Act    164167
Section 10.23    Intercreditor Agreement    164168
Section 10.24    [Reserved]    164168
Section 10.25    Judgment Currency    164168
Section 10.26    Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions    164168
Section 10.27    Acknowledgement and Consent to Bail-In of EEA Financial Institutions164Regarding Any Supported QFCs.




- iv-




SCHEDULES

1    Guarantors
1.01(a)    Excluded Subsidiary Contractual Obligations
2.01    Commitments and Pro Rata Shares1
2.22    Sustainability Table
5.09    Environmental Matters
5.12    Subsidiaries and Other Equity Investments
5.16    Intellectual Property Matters
5.18    Insurance
6.16    Post-Closing Covenants
7.01    Existing Liens
7.02    Existing Investments
7.03    Existing Indebtedness
7.06(c)    Existing Share Repurchase Obligations
7.08    Transactions with Affiliates
7.09    Existing Restrictions
10.02    Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A-1    Committed Loan Notice
A-2    Swing Line Loan Notice
B-1    Term Note
B-2    Revolving Credit Note
C    Compliance Certificate
D    Assignment and Assumption
E    Guaranty
F    Security Agreement
G    Solvency Certificate
H    Intercompany Subordination Agreement

I-2    U.S. Tax Compliance Certificate (for Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)
I-3    U.S. Tax Compliance Certificate (for Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes)
I-4    U.S. Tax Compliance Certificate (for Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)
K    Pricing Certificate




1 Schedule 2.03 of the Credit Agreement is hereby amended and restated as outlined in Schedule II hereof.
- v-




CREDIT AGREEMENT dated as of April 9, 2014, as amended by Waiver and Amendment No. 1 dated as of March 25, 2015, by Amendment No. 2 dated as of March 24, 2017 and2017, by Amendment No. 3 dated as of November 14, 20172017, by Amendment No. 4 dated as of May 30, 2018, by Amendment No. 5 dated as of December 19, 2019 and by Amendment No. 6 dated as of July 19, 2022 (as further amended, supplemented or otherwise modified from time to time, this “Agreement”), among VISTEON CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer from time to time party hereto, the Swing Line Lender and CITIBANK, N.A., as Administrative Agent.
PRELIMINARY STATEMENTS
The Borrower has requested that, upon the satisfaction in full of the applicable conditions precedent set forth in Article IV below,Amendment No. 6, the applicable Lenders (a) make delayed draw term loans to the Borrower in an aggregate principal amount of $600,000,000 on or within 120 days of the Closing350,000,000 on the Amendment No. 6 Effective Date and (b) make available to the Borrower a $200,000,000400,000,000 revolving facility for the making, from time to time, of revolving loans and the issuance, from time to time, of letters of credit, in each case on the terms and subject to the conditions set forth in this Agreement.
Each of the Borrower and each other Loan Party desires to secure all of the Obligations under the Loan Documents by granting to the Administrative Agent, for the benefit of the Secured Parties, a security interest in and Lien upon substantially all of the property of the Borrower and the other Loan Parties, subject to the limitations described herein and in the Collateral Documents.
The Lenders are willing to extend such credit to the Borrower and each L/C Issuer is willing to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings
set forth below:
Acquired Non-Core Assets” means any assets acquired pursuant to a Permitted Acquisition and designated as “non-core assets” by notice from the Borrower to the Administrative Agent within 30 days after the consummation thereof so long as such assets do not constitute more than 25% of the assets acquired in any such acquisition.
Additional Lender” means, at any time, any bank, financial institution or other institutional lender or investor that, in any case, is not an existing Lender and that agrees to provide any portion of any (a) Revolving Facility Increase in accordance with Section 2.14, (b) Term Facility Increase in accordance with Section 2.15, (c) Incremental Commitment in accordance with Section 2.16 or (d) Specified Refinancing Debt in accordance with Section 2.21.
“Additional Letter of Credit Facility” means that certain Letter of Credit Reimbursement and Security Agreement, dated as of November 16, 2009, by and between the Borrower and U.S. Bank National Association, a national banking institution, as amended, restated, supplemented, replaced (whether upon or after termination or




otherwise, whether with the original issuing banks thereunder, any L/C Issuer or Lender hereunder or otherwise, and whether with one or more facilities established to obtain letters of credit, bank guarantees, bankers’ acceptances or other instruments required by customers, suppliers or landlords, or otherwise in the ordinary course of business), refinanced, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, including any extension of the maturity thereof or increase in the amount of available borrowings thereof.




CG&R Draft Last Saved: 05/30/2018 4:44 pm 47324166v2




Administrative Agent” means Citibank, acting through such of its Affiliates or branches as it may designate, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent permitted by the terms hereof.
Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affected Financial Institution” means any (a) EEA Financial Institution or (b) UK Financial Institution.
Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Agent-Related Persons” means each Agent, together with its Related Parties.
Agents” means, collectively, the Administrative Agent, the Amendment No. 6 Arrangers and the Supplemental Administrative Agents (if any).
Aggregate Commitments” means the Commitments of all of the Lenders.
Agreement” has the meaning specified in the introductory paragraph hereto.
Agreement Currency” has the meaning specified in Section 10.25.
All-In Yield” means as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount (“OID”), upfront fees, recurring periodic fees in substance equivalent to interest, a Eurodollar Raterate floor (in the case of any Incremental Term Loan solely to the extent greater than 0.750.00%), or otherwise, in each case, incurred or payable by the Borrower generally to all the lenders of such Indebtedness; provided that, OID and upfront fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); and provided, further, that “All-In Yield” shall not include arrangement fees, commitment fees, underwriting fees, structuring fees or other similar fees not paid generally to all lenders of such Indebtedness.
Alternate Currencies” means collectively, (i) Euros or (ii) Pounds Sterling; each sometimes individually referred to herein as an “Alternate Currency.”
Alternate Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternate Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternate Currency with Dollars.
Amendment No. 1” means Waiver and Amendment No. 1 to this Credit Agreement, dated as of March 25, 2015.
Amendment No. 1 Effective Date” means March 25, 2015, the date on which all conditions precedent set forth in Section 3.01 of Waiver and Amendment No. 1 were satisfied.




Amendment No. 2” means Amendment No. 2 to this Agreement, dated as of March 24, 2017, among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.”
-2-




“Amendment No. 2 Applicable Commitment Fee” means, as of any date, the applicable percentage per annum set forth below under the caption “Applicable Commitment Fee” based upon the Corporate Rating (as defined below) and the Family Rating (as defined below), respectively, applicable to the Borrower:
Applicable Commitment Fee
Pricing
Level

Ratings
Applicable
Commitment Fee
1
Corporate Rating of at least BBB- by S&P or Family Rating of at least Baa3 by Moody’s
0.15%
2
Corporate Rating of at least BB+ by S&P or Family Rating of at least Ba1 by Moody’s and not Pricing Level 1
0.20%
3
Corporate Rating of at least BB by S&P or Family Rating of at least Ba2 by Moody’s and not Pricing Level 1 or 2
0.25%
4
Ratings below those of Pricing Level 3
0.30%
Amendment No. 2 Arrangers” means each of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, UBS Securities LLC, U.S. Bank National Association, Sumitomo Mitsui Banking Corporation and Deutsche Bank Securities Inc., in their respective capacities as joint lead arrangers and or joint bookrunners under the Amendment No. 2 Engagement Letter.

Amendment No. 2 Effective Date” means March 24, 2017, the date on which the conditions precedent set forth in Section 4.01 of Amendment No. 2 were satisfied or waived.
Amendment No. 2 Engagement Letter” means the Engagement Letter, dated as of March 7, 2017, among the Amendment No. 2 Arrangers and the Borrower.
Amendment No. 2 RCF Documentation Agents” means, solely for purposes of the Amendment No. 2 Revolving Credit Facility, each of Bank of America, N.A., Sumitomo Mitsui Banking Corporation, Barclays Bank PLC, UBS Securities LLC, U.S. Bank National Association, Compass Bank and Deutsche Bank AG New York Branch.
Amendment No. 2 Revolving Credit Commitment” means, in the case of each Amendment No. 2 Revolving Credit Lender, the amount set forth opposite such Amendment No. 2 Revolving Credit Lender’s name on Schedule I to Amendment No. 2 as such Amendment No. 2 Revolving Credit Lender’s “Amendment No. 2 Revolving Credit Commitment.” The aggregate principal amount of the Amendment No. 2 Revolving Credit Commitments as of the Amendment No. 2 Effective Date is $300,000,000.
Amendment No. 2 Revolving Credit Facility” means, at any time, the aggregate amount of the Amendment No. 2 Revolving Credit Lenders’ Amendment No. 2 Revolving Credit Commitments at such time.
Amendment No. 2 Revolving Credit Lender” means, at any time, any Lender that has an Amendment No. 2 Revolving Credit Commitment or holds an Amendment No. 2 Revolving Credit Loan at such time.
Amendment No. 2 Revolving Credit Loans” means the Loans made by the Amendment No. 2 Revolving Credit Lenders pursuant to their respective Amendment No. 2 Revolving Credit Commitments.
Amendment No. 2 Term Commitment” means, in the case of each Amendment No. 2 Term Lender, the amount set forth opposite such Amendment No. 2 Term Lender’s name on the Refinancing Term Loan Allocation Schedule (as defined in Amendment No. 2) maintained by the Administrative Agent. The aggregate amount of the Amendment No. 2 Term Commitments as of the Amendment No. 2 Effective Date is $350,000,000.




Amendment No. 2 Term Facility” means, at any time, the aggregate amount of Amendment No. 2 Term Loans of all Amendment No. 2 Term Lenders at such time.
- 3-






Amendment No. 2 Term Lender” means, at any time, any Lender that has an Amendment No. 2 Term Commitment or holds an Amendment No. 2 Term Loan at such time.

Amendment No. 2 Term Loans” means the Loans made by the Amendment No. 2 Term Lenders pursuant to their respective Amendment No. 2 Term Commitments.

Amendment No. 3” means Amendment No. 3 to this Agreement, dated as of November 14, 2017, among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
Amendment No. 3 Arrangers” means each of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sumitomo Mitsui Banking Corporation, in their respective capacities as joint lead arrangers and/or joint bookrunners under the Amendment No. 3 Engagement Letter.
Amendment No. 3 Effective Date” means November 14, 2017, the date on which the conditions precedent set forth in Section 4.01 of Amendment No. 3 were satisfied or waived.
Amendment No. 3 Engagement Letter” means the Credit Agreement Amended and Restated Engagement Letter, dated as of November 6, 2017, among the Amendment No. 3 Arrangers and the Borrower.
Amendment No. 3 Term Commitment” means, in the case of each Amendment No. 3 Term Lender, the amount set forth opposite such Amendment No. 3 Term Lender’s name on the Refinancing Term Loan Allocation Schedule (as defined in Amendment No. 3) maintained by the Administrative Agent. The aggregate amount of the Amendment No. 3 Term Commitments as of the Amendment No. 3 Effective Date is $350,000,000.
Amendment No. 3 Term Facility” means, at any time, the aggregate amount of Amendment No. 3 Term Loans of all Amendment No. 3 Term Lenders at such time.
Amendment No. 3 Term Lender” means, at any time, any Lender that has an Amendment No. 3 Term Commitment or holds an Amendment No. 3 Term Loan at such time.

Amendment No. 3 Term Loans” means the Loans made by the Amendment No. 3 Term Lenders pursuant to their respective Amendment No. 3 Term Commitments.

Amendment No. 4” means Amendment No. 4 to this Agreement, dated as of May 30, 2018, among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
Amendment No. 4 Arrangers” means each of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sumitomo Mitsui Banking Corporation, in their respective capacities as joint lead arrangers and/or joint bookrunners under the Amendment No. 4 Engagement Letter.
Amendment No. 4 Effective Date” means May 30, 2018, the date on which the conditions precedent set forth in Section 4.01 of Amendment No. 4 were satisfied or waived.
Amendment No. 4 Engagement Letter” means the Credit Agreement Amendment Engagement Letter, dated as of May 30, 2018, among the Amendment No. 4 Arrangers and the Borrower.
Amendment No. 4 Term Commitment” means, in the case of each Amendment No. 4 Term Lender, the amount set forth opposite such Amendment No. 4 Term Lender’s name on the Refinancing Term Loan Allocation




Schedule (as defined in Amendment No. 4) maintained by the Administrative Agent. The aggregate amount of the Amendment No. 4 Term Commitments as of the Amendment No. 4 Effective Date is $350,000,000.
-4-




Amendment No. 4 Term Facility” means, at any time, the aggregate amount of Amendment No. 4 Term Loans of all Amendment No. 4 Term Lenders at such time.
Amendment No. 4 Term Lender” means, at any time, any Lender that has an Amendment No. 4 Term Commitment or holds an Amendment No. 4 Term Loan at such time.
Amendment No. 4 Term Loans” means the Loans made by the Amendment No. 4 Term Lenders pursuant to their respective Amendment No. 4 Term Commitments.

Amendment No. 5” means Amendment No. 5 to this Agreement, dated as of December 19, 2019, among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

Amendment No. 56” means Amendment No. 6 to this Agreement, dated as of July 19, 2022, among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Amendment No. 6 Applicable Commitment Fee” means, as of any date, the applicable percentage per annum set forth below under the caption “Applicable Commitment Fee” based upon the Total Gross Leverage Ratio (as defined below), respectively, applicable to the Borrower:

Applicable Commitment Fee
Pricing
Level
Total Gross Leverage Ratio
Applicable Commitment Fee
1
< 1.000.50:1.00
0.150%
2
> 1.000.50:1.00 and < 2.001.50:1.00
0.200%
3
> 2.001.50:1.00 and < 3.002.75:1.00
0.225%
4
> 3.002.75:1.00
0.250%

Notwithstanding the foregoing, during the period beginning on the Amendment No. 56 Effective Date and ending on the Financial Statement Delivery Date, for the fiscal quarter ending December 31, 2019, theSeptember 30, 2022, the Amendment No. 6 Applicable Commitment Fee shall be based on PricePricing Level 2,3, and thereafter, the Amendment No. 6 Applicable Commitment Fee shall be determined in accordance with the preceding table and paragraph at the end of the definition of “Applicable Rate.
Amendment No. 56 Arrangers” means each of Citibank, N.A., BofA Securities, Inc., U.S. Bank National Association, BBVA USA and Sumitomo Mitsui Banking Corporation and PNC Capital Markets LLC, in their respective capacities as lead arrangers and/or lead bookrunners under the Amendment No. 56 Engagement Letter.
Amendment No. 56 Effective Date” means DecemberJuly 19, 2019,2022, the date on which the conditions precedent set forth in Section 4.01 of Amendment No. 56 were satisfied or waived.
Amendment No. 56 Engagement Letter” means the Credit Agreement Amendment Engagement Letter, dated as of December 9, 2019,June 21, 2022, as may be amended, amended and restated, supplemented or otherwise modified from time to time, between Citigroup Global Markets Inc. and the Borrower.
Amendment No. 56 RCF Documentation Agents” means, solely for purposes of the Amendment No. 56 Revolving Credit Facility, each of Sumitomo Mitsui Banking Corporation, Barclays Bank PLC and BBVA USAU.S. Bank National Association, Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A.




Amendment No. 56 Revolving Credit Commitment” means, in the case of each Amendment No. 56 Revolving Credit Lender, the amount set forth opposite such Amendment No. 56 Revolving Credit Lender’s name on
- 5-




https://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_2.jpgSchedule I to Amendment No. 56 as such Amendment No. 56 Revolving Credit Lender’s “Amendment No. 56 Revolving Credit Commitment”. The aggregate principal amount of the Amendment No. 56 Revolving Credit Commitments as of the Amendment No. 56 Effective Date is $400,000,000.
Amendment No. 56 Revolving Credit Facility” means, at any time, the aggregate amount of the Amendment No. 56 Revolving Credit Lenders’ Amendment No. 56 Revolving Credit Commitments at such time.
Amendment No. 56 Revolving Credit Lender” means, at any time, any Lender that has an Amendment No. 56 Revolving Credit Commitment or holds an Amendment No. 56 Revolving Credit Loan at such time.
Amendment No. 5 Revolving Credit Loans” means the Loans made by the Amendment No. 5 Revolving Credit Lenders pursuant to their respective Amendment No. 5 Revolving Credit Commitments.6 Revolving Credit Loans” means the Loans made by the Amendment No. 6 Revolving Credit Lenders pursuant to their respective Amendment No. 6 Revolving Credit Commitments.
“Amendment No. 6 Term Commitment” means, in the case of each Amendment No. 6 Term Lender, the amount set forth opposite such Amendment No. 6 Term Lender’s name on Schedule III to Amendment No. 6. The aggregate amount of the Amendment No. 6 Term Commitments as of the Amendment No. 6 Effective Date is $350,000,000.
“Amendment No. 6 Term Facility” means, at any time, the aggregate amount of Amendment No. 6 Term Loans of all Amendment No. 6 Term Lenders at such time.
“Amendment No. 6 Term Lender” means, at any time, any Lender that has an Amendment No. 6 Term Commitment or holds an Amendment No. 6 Term Loan at such time.
“Amendment No. 6 Term Loans” means the Loans made by the Amendment No. 6 Term Lenders pursuant to their respective Amendment No. 6 Term Commitments.
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower and its affiliated companies from time to time concerning or relating to bribery or corruption.
Applicable Commitment Fee” means, as of any date, the applicable percentage per annum set forth below under the caption “Applicable Commitment Fee” based upon the corporate credit ratings by S&P (the “Corporate Rating”) and the corporate family ratings by Moody’s (the “Family Rating”), respectively, applicable to the Borrower:
Applicable Commitment Fee
Pricing
Level

Ratings
Applicable
Commitment Fee
1Corporate Rating of at least BB+ by S&P or Family Rating of at least Ba1 by Moody’s0.30%
2Corporate Rating of at least BB by S&P or Family Rating of at least Ba2 by Moody’s and not Pricing Level 10.35%
3Corporate Rating of at least BB- by S&P or Family Rating of at least Ba3 by Moody’s and not Pricing Level 1 or 20.375%
4Corporate Rating below BB by S&P and Family Rating below Ba2 by Moody’s0.50%

Applicable Rate” means:




(a)    with respect to the Initial Term Loans, 2.75% per annum for Eurodollar Rate Loans and
1.75% per annum for Base Rate Loans;[reserved];




- 6-




(b)    with respect to the Initial Revolving Credit Facility, as of any date, the applicable percentage per annum set forth below under the caption “Applicable Rate” based upon the Corporate Rating and the Family Rating, respectively, applicable to the Borrower:[reserved];
Applicable Rate
Pricing
Level

Ratings
Eurodollar Rate
Loans
Base Rate Loans
1Corporate Rating of at least BB+ by S&P or Family Rating of at least Ba1 by Moody’s2.00%1.00%
2Corporate Rating of at least BB by S&P or Family Rating of at least Ba2 by Moody’s and not Pricing Level 12.25%1.25%
3Corporate Rating of at least BB- by S&P or Family Rating of at least Ba3 by Moody’s and not Pricing Level 1 or 22.50%1.50%
4Ratings below those of Pricing Level 32.75%1.75%

(c)    with respect to the Amendment No. 2 Term Loans, 2.25% per annum for Eurodollar Rate Loans and 1.25% per annum for Base Rate Loans[reserved];
(d)    with respect to the Amendment No. 3 Term Loans, 2.00% per annum for Eurodollar Rate Loans and 1.00% per annum for Base Rate Loans[reserved];
(e)    with respect to the Amendment No. 4 Term Loans, 1.75% per annum for Eurodollar Rate Loans and 0.75% per annum for Base Rate Loans[reserved];
(f)    [reserved];
(g)    [reserved];
(h)    with respect to the Amendment No. 56 Revolving Credit Facility and the Amendment No. 6 Term Loans, as of any date, the applicable percentage per annum set forth below under the caption “Applicable Rate” based upon Total Gross Leverage Ratio, applicable to the Borrower:





Applicable Rate
Pricing Level
Total Gross Leverage Ratio
Eurodollar RateSOFR Loans / EURIBOR Loans / Daily Simple RFR Loans
Base Rate Loans
1
< 1.000.50:1.00
1.00%0.00%
2
> 1.000.50:1.00 and < 2.001.50:1.00
1.501.25%
0.500.25%
3
> 2.001.50:1.00 and < 3.002.75:1.00
1.751.50%
0.750.50%
4
> 3.002.75:1.00
2.001.75%
1.000.75%
- 7-




Notwithstanding the foregoing, during the period beginning on the Amendment No. 56 Effective Date and ending on the Financial Statement Delivery Date for the fiscal quarter ending December 31, 2019,September 30, 2022, the Applicable Rate shall be based on PricePricing Level 2,3, and thereafter, the Applicable Rate shall be determined in accordance with the preceding table and provisions.
Each change in the Applicable Rate and the Amendment No. 56 Applicable Commitment Fee shall be effective as of the first Business Day immediately following the date of delivery to the Administrative Agent of financial statements pursuant to Section 6.01(a) or Section 6.01(b) and a Compliance Certificate pursuant to Section 6.02(b) evidencing the related change in the Total Gross Leverage Ratio. For purposes of each of the Applicable Rate and the Amendment No. 56 Applicable Commitment Fee, if the Borrower has not delivered such information to the Administrative Agent on the applicable Financial Statement Delivery Date, the Applicable Rate and the Amendment No. 56 Applicable Commitment Fee shall be set at PricePricing Level 4 in the applicable tables. Each change in the Applicable Rate and the Amendment No. 56 Applicable Commitment Fee shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.
Applicable Time” means, with respect to any borrowings and payments in any Alternate Currency, the local time in the place of settlement for such Alternate Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
Appropriate Lenders” means, at any time, (a) with respect to Loans of any Tranche, the Lenders of such Tranche (or in the case of any Revolving Credit Facility, the Lenders that have Commitments or Loans with respect to such Facility), and (b) with respect to the Letter of Credit Sublimit, (i) each L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders.
Approved Domestic Bank” has the meaning specified in clause (b) of the definition of Cash Equivalents.
Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.
Arbor Plant Disposition” means the Disposition of the Visteon Sistemas Automotivos plant located in Sao Paulo, Brazil (such plant, the “Arbor Plant”) with a Fair Market Value of approximately $40,000,000 as of the date hereof.
Arrangers” means each of Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc. and UBS Securities LLC, in their respective capacities as joint lead arrangers and bookrunners under the Engagement Letter.
Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D, or otherwise in form and substance reasonably acceptable to the Administrative Agent.
Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).
Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial Institution.




Bail-In Legislation” means, with respect to (a) any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks,
- 8-




investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate for such day plus 1/2 of 1%, (b) the rate of interest in effect for such day as established from time to time by the Administrative Agent as its “prime rate” at its principal U.S. office and (c) the Eurodollar Rate (after giving effect to any applicable minimum rate set forth therein) for such day (or if such day is not a Business Day, the immediately preceding Business Day)Term SOFR for a one month tenor in effect at such time plus 1%. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate established by the Administrative Agent shall take effect at the opening of business on the day such change is effective. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.14, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
“Base Rate Borrowing” shall mean a Borrowing comprised of Base Rate Loans. Base Rate Loan” means a Loan that bears interest based on the Base Rate.
Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
Borrower” has the meaning specified in the introductory paragraph to this Agreement.
Borrower Materials” has the meaning specified in Section 6.02.
Borrowing” means a Revolving Credit Borrowing or a Term Borrowing, as the context may require.
Business Day” means (a) any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, and, (b) solely if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Bankinginterest rate settings as to a EURIBOR Loan, any fundings, disbursements, settlements or payments in Euros, or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any such EURIBOR Loan, any such day on which the TARGET payment system is not open shall not be a “Business Day.
Capital Expenditures” means, as of any date for the applicable period then ended, all cash capital expenditures of the Borrower and the Restricted Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP (including acquisitions of intellectual property to the extent the cost thereof is treated as a capitalized expense in accordance with GAAP made in cash during such period); provided, however, that Capital Expenditures shall not include any such expenditures which constitute (a) to the extent permitted by this Agreement,




(i) a reinvestment of the Net Cash Proceeds of any Disposition or Casualty Event in accordance with Section 2.05(b)(ii) or (ii) the purchase of property, plant or equipment or software to the extent financed with the proceeds of Dispositions or Casualty Events that are not required pursuant to Section 2.05(b)(ii) to be applied to prepay Loans or to be reinvested and (b) expenditures that are accounted for as capital expenditures by the Borrower or any of the Restricted Subsidiaries and that actually are paid for or reimbursed by a Person other than the Borrower or any of the
- 9-




Restricted Subsidiaries and for which neither the Borrower nor any of the Restricted Subsidiaries has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period).
Capitalized Lease Obligations” means, as applied to any Person, all obligations of such Person under leases of property that have been or should be, in accordance with GAAP, recorded as capitalized leases of such Person, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP; provided that any change in GAAP after the Closing Date (including, but not limited to, the issuance by the Financial Accounting Standards Board of an Accounting Standards Update on February 25, 2016) will not cause any obligation (including, without limitation, those related to operating leases or similar leases of such Person existing as of the Closing Date or any operating lease or similar lease entered into by such Person after the Closing Date) that was not or would not have been a Capitalized Lease Obligation prior to such change to be deemed a Capitalized Lease Obligation following such change.
Captive Insurance Subsidiary” means any Subsidiary that is subject to regulation as an insurance company under applicable Law and which has been designated in writing as such by the Borrower to the Administrative Agent.
Cash Collateral” shall have a meaning correlative to the following definition of “Cash Collateralize” and shall include the proceeds of such cash collateral and other credit support. Any Cash Collateral that the Borrower is required to provide for any L/C Obligation pursuant to this Agreement shall be in an amount equal to (i) in the case of any Letter of Credit issued for the account of a U.S. obligor, 100% of the maximum amount then available to be drawn under the applicable Letter of Credit outstanding and (ii) in the case of any Letter of Credit issued for the account of a non-U.S. obligor, 105102% of the maximum amount then available to be drawn under the applicable Letter of Credit outstanding.
Cash Collateralize” means to pledge (as a first priority perfected security interest) and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent or any L/C Issuer and the Lenders, as collateral for L/C Obligations, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the applicable L/C Issuer (which documents are hereby consented to by the Lenders). “Cash Collateralized” and “Cash Collateralizing” have correlative meanings.
Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of the Restricted Subsidiaries:
(a)    (i) Dollars and (ii) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof, in each case having maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;
(b)    time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated at least P-2 (or the then equivalent grade) by Moody’s or at least A-2 (or the then equivalent grade) by S&P and (iii) has combined capital and surplus of at least $250,000,000 (any such bank being an “Approved




Domestic Bank”), in each case with maturities of not more than 365 days from the date of acquisition thereof;
(c)    commercial paper and variable or fixed rate notes of an issuer or any variable rate note issued by, or guaranteed by, a domestic corporation rated A-2 (or the equivalent thereof) or better by S&P




- 10-




or P-2 (or the equivalent thereof) or better by Moody’s, in each case with maturities within twelve months from the date of acquisition thereof;
(d)    marketable short-term money market and similar funds (including such funds investing a portion of their assets in municipal securities) having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower);
(e)    repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the United States government or any agency or instrumentality of the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a Fair Market Value of at least 100% of the amount of the repurchase obligations;
(f)    Investments, classified in accordance with GAAP as Current Assets of the Borrower or any of the Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions having capital of at least $250,000,000, and the portfolios of which are limited such that at least 95% of such investments are of the character, quality and maturity described in clauses (a) through (e) above;
(g)    investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (f) above; and
(h)    solely with respect to any Restricted Subsidiary that is a Foreign Subsidiary, (x) such local currencies in those countries in which such Foreign Subsidiary transacts business from time to time in the ordinary course of business and (y) investments of comparable tenor and credit quality to those described in the foregoing clauses (a) through (g) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.
Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit, purchasing or debit card, electronic funds transfer and other cash management arrangements to any Loan Party.
Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is a Lender or an Agent or an Affiliate of a Lender or an Agent, or (ii) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of the Closing Date, a Lender or an Agent or an Affiliate of a Lender or an Agent and a party to a Cash Management Agreement, in each case, in its capacity as a party to such Cash Management Agreement.
Casualty Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any casualty insurance proceeds or condemnation awards (other than any proceeds from business interruption insurance) in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair, or compensate for the loss of, such equipment, fixed assets or real property.
CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980. “CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.




Change of Control” means (a) any “person” or “group” (within the meaning of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act of 1934, except that for purposes of this clause (a) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 51 % or more of the Voting Equity Interests of the Borrower (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option
- 11-




right) or (b) during the period of twelve (12) consecutive months, the board of directors of the Borrower shall cease to consist of a majority of Continuing Directors, unless such cessation results from death or permanent disability or relates to a voluntary reduction by the Borrower of the number of directors that comprise the board of directors or other equivalent governing body of the Borrower.
Citibank” means Citibank, N.A.
Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with such Section 4.01 and, to the extent requested by the Borrower, the initial Loans are advanced.
Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.
Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.
Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages (if any), security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the
Secured Parties.
Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.
Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other or (d) a continuation of Eurodollar RateSOFR Loans or EURIBOR Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1.
Competitor” means any competitor of the Borrower or any of its Subsidiaries that is in the same or a substantially similar line of business as the Borrower or any of its Subsidiaries.
Compliance Certificate” means a certificate substantially in the form of Exhibit C or such other form as may be agreed between the Borrower and the Administrative Agent.
Consolidated Cash Taxes” means, as of any date for the applicable period ending on such date with respect to the Borrower on a consolidated basis, the aggregate of all taxes based on net income, profits or overall gross income, and similar taxes, including interest and penalties (and determined, for the avoidance of doubt, net of any refunds of such taxes), as determined in accordance with GAAP, to the extent the same are paid in cash.
Consolidated Current Assets” means, with respect to any Person, the Current Assets of such Person and its Restricted Subsidiaries on a consolidated basis, but excluding assets relating to current or deferred taxes based on income or profits.
Consolidated Current Liabilities” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, all liabilities in accordance with GAAP that would be classified as current liabilities on the consolidated balance sheet of such Person, but excluding (a) the current portion of Indebtedness (including the Swap Termination Value of any Swap Contracts) to the extent reflected as a liability on the consolidated balance sheet of such Person, (b) the current portion of interest, (c) accruals for current or deferred taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, (e) deferred revenue, (f) escrow account balances and (g) any L/C Obligations or Revolving Credit Loans.




Consolidated EBITDA” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the sum of:
(a)    Consolidated Net Income; plus
- 12-




(b)    an amount which, in the determination of Consolidated Net Income for such period, has been deducted (or, in the case of amounts pursuant to clause (vii) below, not already included in Consolidated Net Income) for, without duplication,
(i)    total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net Income, (A) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (B) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (C) noncash interest payments, (D) the interest component of Capitalized Lease Obligations, (E) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness, (F) amortization or write off of deferred financing fees, debt issuance costs, commissions, fees and expenses, including commitment, letter of credit and administrative fees and charges with respect to the Facilities and with respect to other Indebtedness permitted to be incurred hereunder and (G) any expensing of bridge, commitment and other financing fees, but excluding total interest expense associated with Synthetic Lease Obligations) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed),
(ii)    the amount of provision for taxes determined in accordance with U.S. GAAP (ASC 740) which applies to all federal, foreign, state, local, and similar taxes based on income, profits or overall gross income, and similar taxes, of the Borrower and the Restricted Subsidiaries, which includes penalties and interest recorded related to such taxes or arising from any tax examinations, and, to the extent applicable, income taxes recorded related to the repatriation of earnings,
(iii)    depreciation and amortization expense and impairment charges (including amortization of intangible assets (including goodwill) and amortization of deferred financing fees or costs),
(iv)    net after tax extraordinary, unusual or nonrecurring charges, expenses or losses (including accruals and payments for amounts payable under executive employment agreements, severance costs, relocation costs, retention and completion bonuses, one-time and unusual consulting, advisory and professional expenses and operating expenses directly attributable to the implementation of cost savings initiatives),
(v)    other noncash charges, expenses or losses (excluding any such noncash charge, expense or loss to the extent that it represents an amortization of a prepaid cash expense that was paid in a prior period, or write-off or write-down or reserves with respect to current assets) including (A) any noncash increase in expenses resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization and variances and the noncash portion of “straight line” rent expense), (B) losses recognized in respect of postretirement benefits as a result of the application of FASB ASC 715, (C) losses on minority interests owned by any Person, (D) all losses from investments recorded using the equity method, (E) the noncash impact of accounting changes or restatements and (F) noncash fair value adjustments in Investments,
(vi)    restructuring charges, accruals or reserves and business optimization expense, including any restructuring costs and integration costs related to acquisitions after the Closing




Date, project start-up costs, transition costs, costs related to the opening, closure and/or consolidation of offices and facilities (including the termination or discontinuance of activities constituting a business) (and proposals in connection therewith, whether or not successful), retention charges, contract termination costs, recruiting and signing bonuses and expenses, future




- 13-




lease commitments, systems establishment costs, conversion costs and excess pension charges and consulting fees;
(vii)    the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Borrower in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of the applicable Test Period) as a result of actions taken or to be taken in connection with any Specified Transaction, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02(b) (which shall set forth any such cost savings, operating expense reductions or synergies in reasonable detail), certifying that (x) such cost savings, operating expense reductions, other operating improvements and synergies are reasonably identifiable, factually supportable and reasonably anticipated to be realized within the timeframe set forth in clause (y) below as determined in good faith by the Borrower, and (y) such actions have been taken or are to be taken within 1824 months after the consummation of the Specified Transaction which is expected to result in such cost savings, expense reductions, operating improvements or synergies, (B) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this clause (vii) to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period, (C) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (vii) to the extent occurring more than six full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions, operating improvements and synergies and (D) the aggregate amount of add backs made pursuant to this clause (vii) shall not exceed an amount equal to 2025% of Consolidated EBITDA (and such determination shall be made prior to the making of, and withoutafter giving effect to, any adjustments pursuant to this clause (vii)),
(viii)    non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock and stock options or other equity and equity based interests to employees of the Borrower or any Restricted Subsidiary pursuant to a written plan or agreement (including expenses arising from the grant of stock and stock options prior to the Closing Date) or the treatment of such options or other equity and equity based interests under variable plan accounting,
(ix)    Transaction Costs,
(x)    the amount of any minority interest expense consisting of subsidiary income attributable to minority equity interest of third parties in any non-wholly owned Subsidiary deducted from Consolidated Net Income (and not added back in such period to Consolidated Net Income), excluding cash distributions in respect thereof,
(xi)    any non-cash costs or expenses incurred pursuant to any management equity plan, long term incentive plan or share or unit option plan or any other management or employee benefit plan or agreement or share or unit subscription or shareholder or similar agreement,
(xii)    transaction fees and expenses incurred, or amortization thereof, in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity




Issuance, any Disposition, any Casualty Event, or any amendments or waivers of the Loan Documents and Permitted Refinancings in connection therewith, in each case, whether or not consummated,
(xiii)    proceeds from business interruption insurance (to the extent not reflected as revenue or income in Consolidated Net Income and to the extent that the related loss was deducted in the determination of Consolidated Net Income),
- 14-




(xiv)    charges, losses, lost profits, expenses or write-offs to the extent indemnified or insured by a third party, including expenses covered by indemnification provisions in connection with a Permitted Acquisition or any other acquisition permitted by Section 7.02 or any transaction permitted by Section 7.04, in each case, to the extent that coverage has not been denied and so long as such amounts are actually reimbursed to the Borrower or its Subsidiaries in cash within one year after the related amount is first added to Consolidated EBITDA pursuant to this clause (xiv),
(xv)    cash receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any period to the extent noncash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (c) below for any previous period and not added back,
(xvi)    net realized losses relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of FASB ASC 830, and
(xvii)    cash expenses relating to earn outs and similar obligations, minus
(c)    an amount which, in the determination of Consolidated Net Income, has been included for
(i)    all nonrecurring, extraordinary or unusual gains and noncash income during such period,
(ii)    any other noncash income or gains (other than the accrual of revenue in the ordinary course), but excluding any such items in respect of which cash was received in a prior period or will be received in a future period, all as determined on a consolidated basis, and
(iii)    net realized gains relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of FASB ASC 830, minus
(d)    to the extent not deducted in Consolidated Net Income during such period, all cash payments made during such period on account of noncash charges that were reserves added to Consolidated Net Income pursuant to clause (b)(v) above in a prior period, minus
(e)    any other noncash income (including gains recognized in respect of postretirement benefits as a result of the application of FASB 106, and gains on minority interests owned by any Person).
Notwithstanding anything to the contrary, to the extent that such amounts were included in the determination of Consolidated Net Income, any calculation of Consolidated EBITDA shall exclude for any period, any income (loss) for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts and (iii) other derivative instruments.
Consolidated Funded Indebtedness” means all Indebtedness for borrowed money, unreimbursed obligations in respect of drawn letters of credit that have not been reimbursed within two (2) Business Days after the date of such drawing, Capitalized Lease Obligations and other purchase money Indebtedness and guarantees of any of the foregoing obligations, of a Person and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition or any other acquisition pursuant to Section 7.02 and (y)




any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire stated principal amount thereof, without giving effect to any discounts or upfront payments), excluding (i) obligations in respect of undrawn letters of credit (including Letters of Credit), and performance or similar bonds, except, in each case, to the extent of unreimbursed amounts thereunder (provided that any Cash Collateralized amounts under drawn letters of credit and performance and similar bonds shall not be counted as Consolidated Funded Indebtedness), (ii) obligations under Swap Contracts (but including unpaid termination payments under Swap Contracts) and (iii) for the avoidance of doubt, undrawn amounts under revolving credit facilities.
- 15-




Consolidated Funded Senior Secured Indebtedness” means Consolidated Funded Indebtedness that is secured by a Lien on any assets of the Borrower or any Restricted Subsidiary; provided that the Liens on such assets are not expressly junior to the Liens on Collateral securing the Obligation.
Consolidated Net Income” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries (the “relevant Group”) on a consolidated basis, net income (excluding, without duplication, (i) extraordinary items, (ii) any amounts attributable to Investments in any Unrestricted Subsidiary to the extent that such amounts have not been distributed in cash to such Person and its Restricted Subsidiaries during such applicable period; (iii) (x) any net unrealized gains and losses resulting from fair value accounting required by FASB ASC 815 and (y) any net unrealized gains and losses relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of FASB ASC 830, in each case, to the extent included in Consolidated Net Income, (iv) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any Restricted Subsidiary (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis), (v) solely for purposes of the Cumulative Credit, net income of any Restricted Subsidiary (other than a Loan Party) for any period to the extent that, during such period there exists any encumbrance or restriction on the ability of such Restricted Subsidiary to pay dividends or make any other distributions in cash on the Equity Interests of such Restricted Subsidiary held by such Person and its Restricted Subsidiaries, except to the extent of cash actually distributed during such period to such Person or to a Restricted Subsidiary of such Person that is not itself subject to any such encumbrance or restriction, (vi) to the extent not already excluded or deducted in accordance with GAAP, the net income of any Person that is not a Subsidiary, or that is accounted for by the equity method of accounting, except to the extent of the cash actually distributed during such period to such Person or to a Restricted Subsidiary of such Person, (vii) the cumulative effect of a change in accounting principles during such period as determined in accordance with GAAP, (viii) the net income of any Person (other than a Restricted Subsidiary) in which the Borrower and the Restricted Subsidiaries have an ownership interest, except to the extent of the amount of dividends or other distributions actually paid in cash to the Borrower or any of the Restricted Subsidiaries by such Person during such period, (ix) any adjustments for net income attributable to non-controlling interests and (x) gains or losses attributable to asset sale, disposition or abandonment (other than in the ordinary course of business) or income (loss) from discontinued operations, including charges related to the Disposition of the Interiors Business). There shall be excluded from Consolidated Net Income for any period the accounting effects of adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of any acquisition consummated prior to the Closing Date and any Permitted Acquisitions (or Investments similar to those made for Permitted Acquisitions) or any Investment permitted under Section 7.02 or the amortization or write-off of any amounts thereof.
Consolidated Scheduled Funded Debt Payments” means, as of any date for the applicable Excess Cash Flow Period with respect to the Borrower on a consolidated basis, the sum of all scheduled payments of principal during such period on Consolidated Funded Indebtedness that constitutes Funded Debt (including the implied principal component of payments due on Capitalized Lease Obligations during such period), less the reduction in such scheduled payments resulting from voluntary prepayments or mandatory prepayments required pursuant to Section 2.05, in each case as applied pursuant to Section 2.05, as determined in accordance with GAAP.Revenue” means, as of any date for the applicable period ending on such date the consolidated revenue of the Borrower and the Restricted Subsidiaries as set forth on the consolidated income statement of the Borrower for the applicable fiscal year.
Consolidated Total Assets” means, on any date of determination, the consolidated total assets of the Borrower and the Restricted Subsidiaries as set forth on the consolidated balance sheet of the Borrower as of the last day of the applicable Test Period.




Continuing Directors” means the directors of the Borrower on the Closing Date and each other director, if, in each case, such other director’s nomination for election to the board of directors of the Borrower is recommended by (i) at least a majority of the then Continuing Directors or (ii) the committee of the board of directors designated to make such recommendations; provided that such committee has been appointed by 51% of the then Continuing Directors.




- 16-




Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and “Controlling” and “Controlled” have meanings correlative thereto.
Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
Credit Agreement Refinanced Debt” has the meaning specified in the definition of “Credit Agreement Refinancing Indebtedness.”
Credit Agreement Refinancing Indebtedness” means any (a) Permitted Pari Passu Secured Refinancing Debt or (b) Permitted Junior Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) to Refinance, in whole or part, then-existing Loans (or, if applicable, unused Commitments under any Facility) (“Credit Agreement Refinanced Debt”); provided that (i) such Credit Agreement Refinancing Indebtedness is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of the Credit Agreement Refinanced Debt except by an amount equal to unpaid accrued interest, fees and premium (including tender premium) and penalties (if any) thereon plus upfront fees and OID thereon, plus other reasonable and customary fees and expenses incurred or paid in connection with such Refinancing, plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder (it being agreed that, for purposes of assessing whether the foregoing limit on principal amount has been observed, any Indebtedness contemporaneously incurred pursuant to and in accordance with other available baskets set forth in Section 7.03 that do not require such Indebtedness to qualify as Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Refinancing Debt shall be disregarded, even if such Indebtedness is of the same tranche or series of such Credit Agreement Refinancing Indebtedness), (ii) such Indebtedness shall have a maturity date that is no earlier than the maturity date of the Credit Agreement Refinanced Debt and a Weighted Average Life to Maturity equal to or greater than the Credit Agreement Refinanced Debt (without giving effect to any prepayments thereof) as of the date of determination, (iii) the terms and conditions of such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) are, when taken as a whole, (x) not materially more favorable to the lenders or holders providing such Indebtedness than those applicable to the Credit Agreement Refinanced Debt when taken as a whole (other than covenants (including financial maintenance covenants) or other provisions applicable only to periods after the maturity date of the Credit Agreement Refinanced Debt at the time of incurrence, issuance or obtainment of such Indebtedness) or (y) on then current market terms for such type of Indebtedness (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)), (iv) the terms of such Credit Agreement Refinancing Indebtedness that constitutes notes do not provide for any amortization or any mandatory redemption or prepayment provisions or rights prior to the Latest Term Loan Maturity Date in effect at the time of the issuance thereof (other than customary prepayments, repurchases or redemptions or offers to prepay,




redeem or repurchase or mandatory prepayments upon a change of control, asset sale or casualty or condemnation event, customary prepayments, redemptions or repurchases or offers to prepay, redeem or repurchase based on excess cash flow (in the case of loans) and customary acceleration rights after an event of default, which shall be on no greater than a pro rata basis with other Indebtedness secured on a pari passu basis with such Credit Agreement Refinancing Indebtedness in the case of an asset sale or casualty or condemnation event or excess cash flow) and (v) such Credit Agreement Refinanced Debt shall be repaid, defeased or satisfied and discharged, all accrued interest, fees and
- 17-






premiums (if any) in connection therewith shall be paid and all unutilized commitments thereunder shall be terminated, substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; and, provided, further, that, “Credit Agreement Refinancing Indebtedness” may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clauses (ii) and (iii) of the first proviso in this definition so long as (x) such credit facility includes customary “rollover” provisions that are subject to no conditions precedent other than (A) the occurrence of the date specified for the “rollover” and (B) that no payment or bankruptcy event of default shall have occurred and be continuing and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clauses (ii) and (iii) above).
Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
Cumulative Credit” means, at any date and without duplication, an amount determined on a cumulative basis equal to:
(a)    $175,000,000, plus
(b)    an amount equal to 50% of the cumulative Consolidated Net Income of the Borrower for the period (taken as one accounting period) commencing from the first day of the first full fiscal quarter following the Closing Date to the end of the fiscal quarter most recently ended in respect of which a Compliance Certificate has been delivered as required hereunder or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit, plus
(c)    the sum of (i) the Net Cash Proceeds (or, if the proceeds thereof are other than cash, the Fair Market Value of such proceeds) of any Permitted Equity Issuance and 100% of the aggregate amount of cash contributions to the common capital of the Borrower (and 100% of the aggregate Fair Market Value of property other than cash contributed to the common capital of the Borrower), in each case after the Closing Date plus the Net Cash Proceeds of issuances or incurrences of Indebtedness or Disqualified Equity Interests after the Closing Date of the Borrower or any Restricted Subsidiary owed or issued, as applicable, to a Person other than the Borrower or a Restricted Subsidiary which shall have been subsequently exchanged for or converted into Equity Interests (other than Disqualified Equity Interests) of the Borrower at such time, plus
(d)    in the event that all or a portion of the Cumulative Credit has been applied to make an Investment pursuant to Section 7.02(t) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the acquisition of Equity Interests of, or contribution to the capital of, an Unrestricted Subsidiary or the making or acquisition of any other Investment, an amount equal to the aggregate amount received by the Borrower or any Restricted Subsidiary in cash and Cash Equivalents from: (i) the sale (other than to the Borrower or any Restricted Subsidiary) of any such Equity Interests of any such Unrestricted Subsidiary or any such Investment, (ii) any dividend or other distribution by any such Unrestricted Subsidiary or received in respect of any such Investment or (iii) interest, returns of principal, repayments and similar payments by any such Unrestricted Subsidiary or received in respect of any such Investment but not in excess of the amount of the Cumulative Credit invested, plus
(e)    in the event that all or a portion of the Cumulative Credit has been applied to make an Investment pursuant to Section 7.02(t) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and such Unrestricted Subsidiary is thereafter redesignated as a Restricted Subsidiary or is merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or




is liquidated into, the Borrower or any Restricted Subsidiary, an amount equal to the Fair Market Value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) but not in excess of the amount of the Cumulative Credit invested; plus
(f)    any Declined Amounts;
- 18-




as such amount may be reduced from time to time to the extent that all or a portion of the Cumulative Credit is applied to make Investments, Restricted Payments or prepayments of Junior Financing or Unsecured Financing to the extent permitted hereunder.
Current Assets” means, with respect to any Person, all assets of such Person that, in accordance with GAAP, would be classified as current assets on the balance sheet of a company conducting a business the same as or similar to that of such Person, after deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP, but excluding (i) cash, (ii) Cash Equivalents, (iii) Swap Contracts to the extent that the mark-to-market Swap Termination Value would be reflected as an asset on the consolidated balance sheet of such Person, (iv) deferred financing fees, (v) payment for deferred taxes (so long as the items described in clauses (iv) and (v) are noncash items) and (vi) in the event that a Permitted Receivables Financing is accounted for off balance sheet, (x) the gross part of accounts receivable comprising the receivables and other related assets subject to such Permitted Receivables Financing minus (y) collections actually received by such Person against the amounts sold pursuant to clause (x).
“Daily Simple RFR” means, for any day (an “RFR Rate Day”), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars (“Daily Simple SOFR”), the greater of (i) SOFR for the day that is 5 U.S. Government Securities Business Day prior to (A) if such RFR Rate Day is an U.S. Government Securities Business Day, such RFR Rate Day or (B) if such RFR Rate Day is not an U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such RFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (ii) zero (0%), and (b) Pounds Sterling, the greater of (i) SONIA for the day that is 5 RFR Business Days prior to (A) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in each case, as such SONIA is published by the SONIA Administrator or on the SONIA Administrator’s Website, and (ii) zero (0%). If by 5:00 pm (local time for the applicable RFR) on the second (2nd) RFR Business Day immediately following any day, the RFR in respect of such day has not been published on the applicable RFR Administrator’s Website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then the RFR for such day will be the RFR as published in respect of the first preceding RFR Business Day for which such RFR was published on the RFR Administrator’s Website; provided that any RFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive RFR Rate Days. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrower.
“Daily Simple RFR Loan” shall mean any Revolving Credit Loan bearing interest at a rate determined by reference to the Daily Simple RFR.
“Daily Simple SOFR” has the meaning specified in the definition of “Daily Simple RFR”. Debt Issuance” means the issuance by any Person of any Indebtedness for borrowed money.
Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.




Declined Amounts” has the meaning specified in Section 2.05(c).
Declining Lender” has the meaning specified in Section 2.05(c).
Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
Default Rate” means an interest rate equal to, (a) with respect to any overdue principal, the applicable interest rate plus 2.00% per annum (provided that with respect to Eurodollar RateSOFR Loans and EURIBOR
- 19-




Loans, the determination of the applicable interest rate is subject to Section 2.02(c) to the extent that Eurodollar RateSOFR Loans or EURIBOR Loans may not be converted to, or continued as, Eurodollar RateSOFR Loans or EURIBOR Loans, as applicable, pursuant thereto) and (b) with respect to any other overdue amount, including overdue interest, the interest rate then applicable to Base Rate Loans that are Term Loans plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.
Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
Defaulting Lender” means, subject to Section 2.20(b), any Lender that, (a) has refused (which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit within two Business Days after the date required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender, under other syndicated credit agreements generally in which it commits to extend credit, (c) has failed, within three Business Days after reasonable request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its prospective funding obligations hereunder; provided that a Lender shall cease to be Defaulting Lender pursuant to this clause (c) upon receipt of such confirmation by the Administrative Agent or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or a Bail-inIn Action, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it or any substantial part of its assets, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, (iv) become subject to forced liquidation or (v) made a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt; provided that no Lender shall be a Defaulting Lender solely by virtue of (x) the ownership or acquisition by a Governmental Authority of any equity interest in that Lender or any direct or indirect parent company thereof or (y) the occurrence of any of the events described in clause (d)(i), (d)(ii), (d)(iii), (d)(iv) or (d)(v) of this definition which in each case has been dismissed or terminated prior to the date of this Agreement. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any of clauses (a) through (d) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.20(b)) upon notification of such determination by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and the Lenders.
Delayed Draw Funding Date” means the date on or after the Closing Date and on or prior to the Delayed Draw Termination Date on which the Initial Term Loans are funded.
Delayed Draw Termination Date” means the date that is 120 days after the Closing Date.
Delayed Draw Ticking Fee” has the meaning specified in Section 2.09(b)(iii).
Deposit Account” has the meaning assigned to it in the Security Agreement.
Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with a Disposition made pursuant to Section 7.05(q) that is designated as “Designated Non-Cash Consideration” on the date received pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such Fair Market Value (with the amount of Designated Non-Cash Consideration in respect of any Disposition being reduced for purposes of Section 7.05(q) to the extent the Borrower




or any Restricted Subsidiary converts the same to cash or Cash Equivalents within 180 days following the closing of the applicable Disposition).
Designated Persons” means any person or entity listed on a Sanctions List.
Designation Date” has the meaning specified in Section 2.18(f).
- 20-




Disposition” or “Dispose” means the sale, transfer, license, sublicense, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Restricted Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided, however, that “Disposition” and “Dispose” shall not be deemed to include any issuance by Borrower of any of its Equity Interests to another Person.
Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Term Loan Maturity Date in effect at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuant to a plan for the benefit of officers, directors or employees of the Borrower or any Restricted Subsidiary or by any such plan to any such Person, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or a Restricted Subsidiary or any other Person in order to satisfy applicable statutory or regulatory obligations or as a result of such Person’s termination, death or disability.
Disqualified Lenders” means (a) any bank, financial institution, other institution or Person identified by the Borrower by name in writing to the Amendment No. 6 Arrangers by the Borrower prior to the date of the Amendment No. 6 Engagement Letter and (b) any Competitor, supplier or customer identified by the Borrower by name in writing to the Administrative Agent from time to time, which designation shall become effective three (3) Business Days after the date that such written designation is delivered to the Administrative Agent and which shall not apply retroactively for any purpose, including to disqualify any Persons that have previously acquired an assignment or participation interest in any Loans and/or Commitments and (c) with respect to clause (a) and (b), any known Affiliate thereof that is clearly identifiable as an Affiliate on the basis of its name; provided that a Person that would be a Disqualified Lender pursuant to clause (a) or (b) above shall not constitute a Disqualified Lender if such Person is a bank, financial institution, bona fide debt fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business and no Competitor, supplier or customer or other Person described in clause (b) above makes investment decisions for such Person. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Lender and the Administrative Agent shall have no liability with respect to any assignment made to a Disqualified Lender.
Dollar” and “$” mean lawful money of the United States.
Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternate Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternate Currency.




Domestic Subsidiary” means any Subsidiary of the Borrower that is organized under the Laws of the United States, any state thereof or the District of Columbia.




- 21-




Dutch Auction” means an auction (an “Auction”) conducted by the Borrower or one of its Subsidiaries in order to purchase Term Loans of any Tranche in accordance with the following procedures or such other procedures as may be agreed to between the Administrative Agent and the Borrower:
(a)    Notice Procedures. In connection with any Auction, the Borrower shall provide notification to the Administrative Agent (for distribution to the Appropriate Lenders) of the Tranche of Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall specify (i) the total cash value of the bid, in a minimum amount of $10,000,000 with minimum increments of $1,000,000 in excess thereof (the “Auction Amount”) and (ii) the discounts to par, which shall be expressed as a range of percentages (the “Discount Range”), representing the range of purchase prices that could be paid in the Auction for such Term Loans at issue.
(b)    Reply Procedures. In connection with any Auction, each applicable Lender may, in its sole discretion, participate in such Auction by providing the Administrative Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (i) a discount to par (such discount being the “Reply Discount”) that must be expressed as a price, which must be within the Discount Range, and (ii) a principal amount of the applicable Loans such Lender is willing to sell, which must be in increments of $1,000,000 or in an amount equal to such Lender’s entire remaining amount of the applicable Loans (the “Reply Amount”). Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, each Lender wishing to participate in such Auction must execute and deliver, to be held in escrow by the Administrative Agent, an assignment and acceptance agreement in a form reasonably acceptable to the Administrative Agent (and shall authorize the Administrative Agent to adjust the same to reflect any ratable treatment required by clause (c) below).
(c)    Acceptance Procedures. Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrower, will determine the applicable discount with respect to all Loans (the “Applicable Discount”) for the Auction, which shall be the highest Reply Discount for which the Borrower or its Subsidiary, as applicable, can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Borrower or its Subsidiary, as applicable, to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Borrower or such Subsidiary shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction at an Applicable Discount equal to the lowest Reply Discount. The Borrower or its Subsidiary, as applicable, shall purchase the applicable Loans (or the respective portions thereof) from each applicable Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) at the Applicable Discount; provided that if the aggregate proceeds required to purchase all applicable Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Borrower or its Subsidiary, as applicable, shall purchase such Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to adjustment for rounding as specified by the Administrative Agent). Each participating Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due.
(d)    Additional Procedures. Once initiated by an Auction Notice, the Borrower or its Subsidiary, as applicable, may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount.




EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.




- 22-




EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.07(b) (subject to receipt of such consents, if any, as may be required for the assignment of the applicable Loan to such Person under Section 10.07(b)(iii)). For the avoidance of doubt, none of (A) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (A), (B) any natural person or (C) any Disqualified Lender shall be an Eligible Assignee.
Engagement Letter” means the Engagement Letter, dated as of March 23, 2014, among the Borrower, Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc. and UBS Securities LLC.
Environmental Laws” means any and all federal, state, local and foreign statutes, laws, including applicable common law, regulations, ordinances, rules, judgments, orders, decrees or governmental restrictions relating to pollution, the protection of the environment, the release of Hazardous Materials into the environment and human exposure to Hazardous Materials, including those related to the treatment, transport, storage and disposal of Hazardous Materials, air emissions and discharges to public pollution control systems.
Environmental Liability” means any liability, obligation, loss, claim, action, suit, order or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, monitoring or oversight by a Governmental Authority, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) human exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other binding consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.
Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).
Equity Issuance” means any issuance for cash by any Person to any other Person of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests; provided that any instrument evidencing Indebtedness convertible into or exchangeable for any of the foregoing shall not be deemed Equity Interests unless and until any such instruments are so converted or exchanged.
ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.




ERISA Affiliate” means any Person (as defined in Section 3(9) of ERISA) who together with any Loan Party is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
ERISA Event” means (a) a Reportable Event with respect to a Plan; (b) with respect to any Plan, the
failure to satisfy the minimum funding standard under Section 412 of the Code andor Section 302 of ERISA, whether
- 23-




https://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_3.jpghttps://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_4.jpghttps://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_5.jpg




https://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_6.jpghttps://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_7.jpghttps://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_8.jpg




https://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_9.jpghttps://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_10.jpghttps://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_11.jpg




https://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_12.jpghttps://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_13.jpghttps://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_14.jpg




net amount of losses attributable to the sale, transfer or other Disposition or abandonment of assets, business units or property (“asset sales”) or losses from discontinued operations with respect to the Borrower and the Restricted Subsidiaries during such Excess Cash Flow Period (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, minus
(b)    the sum, without duplication (in each case, for the Borrower and the Restricted Subsidiaries on a consolidated basis), of:
(i)    Capital Expenditures, except to the extent made using proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period (including any proceeds from Indebtedness), that are (A) actually made during such Excess Cash Flow Period or (B) at the option of the Borrower, committed although not actually made during such Excess Cash Flow Period; provided that (x) if any Capital Expenditures are deducted from Excess Cash Flow pursuant to clause (B) above, such amount shall be added to the Excess Cash Flow for the immediately succeeding Excess Cash Flow Period if the expenditure is not actually made within such Excess Cash Flow Period and (y) no deduction shall be taken in the immediately succeeding Excess Cash Flow Period when such
amounts deducted pursuant to clause (B) are actually spent;
(ii)    Consolidated Scheduled Funded Debt Payments and, to the extent not otherwise deducted from Consolidated Net Income, Consolidated Cash Taxes to the extent they exceed the amount of tax expense deducted is determining Consolidated Net Income for such period;
(iii)    Restricted Payments made by the Borrower and the Restricted Subsidiaries to the extent that such Restricted Payments are made in cash under Section 7.06(j) solely to the extent made, directly or indirectly, with the proceeds from events or circumstances that were included in the calculation of Consolidated Net Income;
(iv)    the aggregate amount of voluntary or mandatory permanent principal payments or mandatory repurchases of (A) Indebtedness for borrowed money and (B) the principal component of payments in respect of Capitalized Lease Obligations of the Borrower and the Restricted Subsidiaries (in each case, excluding the Obligations and the Revolving Credit Commitments); provided that (A) such prepayments or repurchases are otherwise permitted hereunder, (B) if such Indebtedness consists of a revolving line of credit, the commitments under such line of credit are permanently reduced by the amount of such prepayment or repurchase, and (C) such prepayments or repurchases are not made, directly or indirectly, using (1) proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period (including any proceeds from Indebtedness) or (2) the Cumulative Credit;
(v)    (A) the aggregate amount of any premium make whole or penalty payments
actually paid in cash during such period that are required to be made in connection with any prepayment or satisfaction and discharge of Indebtedness to the extent that the amount so prepaid, satisfied or discharged is not deducted from Consolidated Net Income for purposes of calculating Excess Cash Flow and (B), to the extent included in determining Consolidated Net Income, the aggregate amount of any income (or loss) for such period attributable to the early extinguishment
    of Indebtedness, Swap Contracts or other derivative instruments (other than commodity Swap Contracts);
https://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_15.jpg(vi)    cash payments made in satisfaction of noncurrent liabilities (excluding payments




of Indebtedness for borrowed money) not made directly or indirectly using (1) proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period (including any proceeds from Indebtedness) or (2) the Cumulative Credit;




- 26-




(vii)    to the extent not deducted in arriving at Consolidated Net Income, cash fees, and expenses in connection with the Transactions or, to the extent permitted hereunder, any Investment permitted under Section 7.02, Equity Issuance or Debt Issuance (whether or not consummated);
(viii)    the aggregate amount of expenditures, except to the extent made using proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period (including any proceeds from Indebtedness), that are actually made in cash during such period (including expenditures for payment of financing fees) to the extent such expenditures are not expensed during such period or expensed but not deducted in arriving at Consolidated Net Income;
(ix)    cash used or, at the option of the Borrower, committed to be used to consummate a Permitted Acquisition or any Investment, in each case, as permitted under Section 7.02, except to the extent made or to be made using proceeds, payments or other amounts available from events or circumstances that were not included in determining Consolidated Net Income (including any proceeds from Indebtedness); provided, however, that if any amount is deducted from Excess Cash Flow pursuant to this clause (ix) with respect to any Excess Cash Flow Period as a result of a Permitted Acquisition or Investment that has been committed to be consummated but not yet actually consummated during such period then (x) such amount shall not be deducted from Excess Cash Flow pursuant to this clause (ix) as a result of such Permitted Acquisition or Investment, as the case may be, being actually consummated in the immediately succeeding Excess Cash Flow Period and (y) such amount shall be added to Excess Cash Flow for the immediately succeeding Excess Cash Flow Period if the Permitted Acquisition or Investment is not actually consummated during such succeeding period;
(x)    the amount of cash payments made in respect of pensions and other
postemployment benefits in such period to the extent not deducted in arriving at such Consolidated Net Income;
(xi)    cash expenditures in respect of Swap Contracts during such fiscal year to the extent they exceed the amount of expenditures expensed in determining Consolidated Net Income for such period;
(xii)    the aggregate principal amount of all mandatory prepayments of the Facilities made during such Excess Cash Flow Period pursuant to Section 2.05(b)(ii), or of other First Lien Obligations during such Excess Cash Flow Period pursuant to requirements under the agreements governing such First Lien Obligations similar to the requirements set forth in Section 2.05(b)(ii) or, in each case, reinvestments of Net Cash Proceeds in lieu thereof, to the extent that the applicable Net Cash Proceeds resulted in an increase of Consolidated Net Income (and are not in excess of such increase) for such Excess Cash Flow Period;
(xiii)    the amount representing accrued expenses for cash payments (including with respect to deferred compensation or retirement plan obligations) that are not paid in cash during such Excess Cash Flow Period; provided that such amounts will be added to Excess Cash Flow for the following Excess Cash Flow Period to the extent not paid in cash within such Excess Cash Flow Period (and no future deduction shall be made for purposes of this definition when such amounts are paid in cash in any future period); and
(xiv)    net noncash gains and credits to the extent included in arriving at Consolidated Net Income; minus




(c)    any increase in Net Working Capital during such Excess Cash Flow Period (measured as the excess, if any, of Net Working Capital at the end of such Excess Cash Flow Period minus Net Working Capital at the beginning of such Excess Cash Flow Period) or increases in long term accounts receivable and decreases in the long term portion of deferred revenue for such period (other than any such increases or
- 27-




decreases, as applicable, arising from acquisitions or asset sales of property by the Borrower and the Restricted Subsidiaries during such period), except as a result of the reclassification of items from short term to long term or vice versa; plus
(d)    any decrease in Net Working Capital during such Excess Cash Flow Period (measured as
the excess, if any, of Net Working Capital at the beginning of such Excess Cash Flow Period minus Net Working Capital at the end of such Excess Cash Flow Period) or decreases in long term accounts receivable and increases in the long term portion of deferred revenue for such period (other than any such decreases or increases, as applicable, arising from acquisitions or asset sales of property by the Borrower or any of the Restricted Subsidiaries completed during such period), except as a result of the reclassification of items from short term to long term or vice versa.
Excess Cash Flow Period” means any fiscal year of the Borrower, commencing with the fiscal year ending on December 31, 2015.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Excluded Assets” has the meaning set forth in the Security Agreement.
Excluded Subsidiary” means any Subsidiary that is (a) a Foreign Stock Holding Company (other than Visteon International Holdings, Inc., Visteon European Holdings, Inc. and Visteon Global Technologies, Inc.), (b) an Unrestricted Subsidiary, (c) an Immaterial Subsidiary, (d) a Domestic Subsidiary of any Foreign Subsidiary that is a CFC, (e) a Captive Insurance Subsidiary, (f) a Non-Profit Restricted Subsidiary, (g) a Subsidiary created after the Closing Date in connection with the establishment of a Joint Venture with any Person, (h) an existing Joint Venture that is prohibited by Law, regulation, such entity’s Organization Documents or other governing documents or Contractual Obligation from guaranteeing the Obligations or that would require a governmental (or regulator) consent, approval, license or authorization in order to provide such guaranty, (i) a Securitization Subsidiary, (j) each non-wholly owned Restricted Subsidiary that was a non-wholly owned Restricted Subsidiary on the Closing Date, to the extent that the Laws of any Governmental Authority prohibit such Person from providing a guaranty of the Obligations, (k) a Subsidiary that is prohibited from guaranteeing the Facilities by any Contractual Obligation in existence on the Closing Date (but only so long as such prohibition continues) and listed on Schedule 1.01(a) hereto (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition (disregarding, in the case of Indebtedness for borrowed money, Indebtedness with an amount below the Threshold Amount) but not entered into in contemplation thereof), (l) a Foreign Subsidiary and (m) The Visteon Fund.
Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Loan Party, or grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligations that is attributable to Swap Contracts for which such Guaranty or security interest becomes illegal.
Excluded Taxeshas the meaning specified in Section 3.01(a).means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in




the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the applicable Commitment (or, in the case of a Loan not funded pursuant to a prior Commitment, acquires such interest
- 28-




in such Loan), in each case, other than pursuant to an assignment request by a Loan Party under Section 3.07, or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f), (d) any U.S. federal withholding Taxes imposed under FATCA and (e) any U.S. federal backup withholding Taxes under Section 3406 of the Code.
Exempt Deposit Account” means (i) each Deposit Account owned by or in the name of a Loan Party with respect to which such Loan Party is acting on behalf of another person who is not a Loan Party in connection with any engagement, and such Loan Party does not own such Deposit Account for its own benefit, and (ii) any Deposit Account containing only the assets of Persons (other than Affiliates of the Borrower) for whom a Loan Party or any Subsidiary is serving as a fiduciary or on a contractual basis and, except in the case of any mistake promptly corrected upon knowledge thereof, none of the assets of any Loan Party or any Subsidiary.
Existing Credit Agreement” means that certain Amended and Restated Revolving Loan Credit Agreement, dated as of April 6, 2011, by and among the Borrower, the other credit parties signatory thereto, the lenders signatory thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and the other agents party thereto, as amended, supplemented or otherwise modified from time to time.
Existing Letter of Credit Facility” means that certain Letter of Credit Reimbursement and Security Agreement, dated as of November 16, 2009, by and between the Borrower and U.S. Bank National Association, a national banking institution, as amended, restated, supplemented or otherwise modified from time to time.
Existing Loans” has the meaning specified in Section 2.18(a).
Existing Notes” has the meaning specified in Section 5.07.
Existing Revolving Tranche” has the meaning specified in Section 2.18(a).
Existing Term Loans” has the meaning specified in Section 2.18(a).
Existing Term Tranche” has the meaning specified in Section 2.18(a).
Existing Tranche” has the meaning specified in Section 2.18(a).
Extended Loans” has the meaning specified in Section 2.18(a).
Extended Revolving Commitments” has the meaning specified in Section 2.18(a).
Extended Revolving Tranche” has the meaning specified in Section 2.18(a).
Extended Term Loans” has the meaning specified in Section 2.18(a).
Extended Term Tranche” has the meaning specified in Section 2.18(a).
Extended Tranche” has the meaning specified in Section 2.18(a).
Extending Lender” has the meaning specified in Section 2.18(b).
Extension” has the meaning specified in Section 2.18(b).




“Extension Date” has the meaning specified in Section 2.18(d).
Extension Amendment” has the meaning specified in Section 2.18(c).




- 29-




“Extension Date” has the meaning specified in Section 2.18(d).
Extension Election” has the meaning specified in Section 2.18(b).
Extension Request” has the meaning specified in Section 2.18(a).
Extension Request Deadline” has the meaning specified in Section 2.18(b).
Facility” means, the Initial Term Facility, the Amendment No. 2 Term Facility, the Amendment No. 3 Term Facility, the Amendment No. 46 Term Facility, any Incremental Term Facility, any other Tranche of Term Commitments or Term Loans, the Initial Revolving Credit Facility, the Amendment No. 2 Revolving Credit Facility, the Amendment No. 56 Revolving Credit Facility, any other Tranche of Revolving Credit Commitments, the Letter of Credit Sublimit and any other Facility hereunder, as the context may require.
Fair Market Value” means, with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as reasonably determined by the Borrower in good faith (which shall be conclusive if reasonably determined in good faith).
FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.
FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or official interpretation thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above), and any intergovernmental agreements (and any related laws or official administrative guidance) implementing the foregoing.
Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent. Notwithstanding the foregoing, at no time shall the Federal Funds Rate for any purpose be less than 0.00% per annum.
Fee LettersLetter” means the Fee LettersLetter, dated as of March 23, 2014, by and between each of the Borrower and Barclays Bank PLC, the Borrower and Citigroup Global Markets Inc., the Borrower and Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Borrower and Morgan Stanley Senior Funding, Inc. and the Borrower and UBS Securities LLC..
Financial Covenant Event of Default” has the meaning specified in Section 8.01(b).
Financial Statement Delivery Date” means the earlier of the date on which the Section 6.01 Financials have been or are required to be delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or Section 6.01(b), as the case may be.




First Lien Obligations” means the Obligations, any Incremental Equivalent Debt (other than any Incremental Equivalent Debt that is unsecured or is secured by a Lien on the Collateral ranking junior to the Lien on the Collateral securing the Obligations (but without regard to control of remedies)), any Permitted Pari Passu Secured Refinancing Debt and/or any other Indebtedness permitted to be secured on a pari passu basis with the Liens securing the Obligations pursuant to Section 7.01, collectively.




- 30-




“Fitch” means Fitch Ratings Ltd, or any successor thereto.
Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.
Foreign Casualty Event” has the meaning specified in Section 2.05(b)(viiivii). “Foreign Disposition” has the meaning specified in Section 2.05(b)(viiivii). “Foreign Lender” has the meaning specified in Section 3.01(e).
Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by the Borrower or any of its Subsidiaries that provides pension benefits with respect to employees employed outside the United States, and that is not subject to ERISA.
Foreign Stock Holding Company” means any Domestic Subsidiary that has no material assets other than capital stockEquity Interests (including any debt treated as equity for U.S. federal income tax purposes) of one or more Foreign Subsidiaries that are CFCs or other Foreign Stock Holding Companies.
Foreign Subsidiary” means any Subsidiary of the Borrower that is organized in a jurisdiction other than the United States, any state thereof or the District of Columbia.
FRB” means the Board of Governors of the Federal Reserve System of the United States.
Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to an L/C Issuer, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations (other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof).
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
Funded Debt” of any Person means Indebtedness for borrowed money of such Person that by its terms matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, and shall in any event include Indebtedness in respect of the Loans.
GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, as in effect from time to time.
“GHG Emissions Intensity” means the total carbon emissions of the KPI Group measured in metric tons CO2e per million-dollar revenue ton of production. The metric tons of CO2e include Scope 1 (direct) and 2 (energy indirect, market-based) emissions according to the World Resources Institute (WRI) and the GHG Protocol.




“GHG Emissions Intensity Applicable Commitment Fee Adjustment Amount” means, with respect to any fiscal year, (i) negative 1.0 basis points if the GHG Emissions Intensity Revenue Ratio for such fiscal year as set forth in the KPI Metric Report is less than the GHG Emissions Intensity Revenue Ratio Target for such fiscal year, (ii) 0.0 basis points if the GHG Emissions Intensity Revenue Ratio for such fiscal year as set forth in the KPI Metric
- 31-




Report is greater than or equal to the GHG Emissions Intensity Revenue Ratio Target for such fiscal year but less than the GHG Emissions Intensity Revenue Ratio Threshold for such fiscal year, or (iii) positive 1.0 basis points if the GHG Emissions Intensity Revenue Ratio for such fiscal year as set forth in the KPI Metric Report is greater than or equal to the GHG Emissions Intensity Revenue Ratio Threshold for such fiscal year.
“GHG Emissions Intensity Applicable Margin Adjustment Amount” means, with respect to any fiscal year, (i) negative 5.0 basis points if the GHG Emissions Intensity Revenue Ratio for such fiscal year as set forth in the KPI Metric Report is less than the GHG Emissions Intensity Revenue Ratio Target for such fiscal year, (ii) 0.0 basis points if the GHG Emissions Intensity Revenue Ratio for such fiscal year as set forth in the KPI Metric Report is greater than or equal to the GHG Emissions Intensity Revenue Ratio Target for such fiscal year but less than the GHG Emissions Intensity Revenue Ratio Threshold for such fiscal year or (iii) positive 5.0 basis points if the GHG Emissions Intensity Revenue Ratio for such fiscal year as set forth in the KPI Metric Report is greater than or equal to the GHG Emissions Intensity Revenue Ratio Threshold for such fiscal year.
“GHG Emissions Intensity Revenue Ratio” means, with respect to any fiscal year, the ratio of (a) GHG Emissions Intensity for such fiscal year to (b) the Consolidated Revenue for such fiscal year.
“GHG Emissions Intensity Revenue Ratio Target” means, with respect to any fiscal year, the GHG Emissions Intensity Revenue Ratio Target for such fiscal year as set forth on the Sustainability Table.
“GHG Emissions Intensity Revenue Ratio Threshold” means, with respect to any fiscal year, the GHG Emissions Intensity Revenue Ratio Threshold for such fiscal year as set forth on the Sustainability Table.
“GHG Protocol” means the World Business Council for Sustainability (WBCSD) Greenhouse Gas Protocols, as published by World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD) in 2015, together with such updates thereto that are adopted by the Borrower from time to time.
Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational body exercising such powers or functions, such as the European Union or the European Central Bank).
Granting Lender” has the meaning specified in Section 10.07(g).
“GRI Standard” means the Global Reporting Initiative (GRI) Standards, as published by the Global Reporting Initiative on May 19, 2020 together with such updates thereto that are adopted by the Borrower from time to time.
Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any such obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such




Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in
- 32-




the ordinary course of business, or customary or reasonable indemnity obligations in effect on the Closing Date, or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
Guarantors” means, collectively, the Subsidiaries of the Borrower listed on Schedule 1 (such Subsidiaries of the Borrower not to include any Excluded Subsidiary or Foreign Subsidiary) and each other Subsidiary of the Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.
Guaranty” means (i) the Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit E, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12 and (ii) the Parent Guaranty, as applicable.6.12.
Hazardous Materials” means all radioactive and all hazardous or toxic substances, materials or wastes, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law, including those characterized as “hazardous” or “toxic,” or as a “pollutant” or a “contaminant.”
Hedge Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or an Agent or an Affiliate of a Lender or an Agent; provided that no such Person that is not a Lender on the date hereof or an Affiliate of such a Person shall be considered a Hedge Bank or a Secured Party until such time as it shall have delivered written notice to the Administrative Agent that such Person has become a Lender or an Agent or an Affiliate of a Lender or an Agent, or (ii) with respect to Swap Contracts in effect as of the Closing Date, is, as of the Closing Date, a Lender or an Agent or an Affiliate of a Lender or an Agent and a party to a Swap Contract, in each case, in its capacity as a party to such Swap Contract.
Honor Date” has the meaning specified in Section 2.03(c)(i).
HVCC” means Halla Visteon Climate Control Corporation, a company organized under the Laws of the Republic of (South) Korea.
HVCC Sale” means the sale of HVCC pursuant to that certain Share Purchase Agreement dated as of December 17, 2014, by and among the Borrower, VIHI, LLC, Hahn & Co. Auto Holdings Co., Ltd. and Hankook Tire Co., Ltd.
Immaterial Subsidiary” means any Subsidiary of the Borrower that, as of the date of determination, does not have (a) assets (when combined with the assets of all other Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 5.0% of Consolidated Total Assets or (b) Consolidated EBITDA for the applicable Test Period (when combined with the Consolidated EBITDA of all Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 5.0% of the Consolidated EBITDA of the Borrower for the applicable Test Period.
Incremental Amount” means, at any date of determination an amount not in excess of (x) the total of (A) the greater of (1) $350,000,000 and (2) 100% of Consolidated EBITDA for the most recently ended Test Period as of such date plus (B) the aggregate amount of voluntary prepayments of Loans (including purchases of the Loans by the Borrower and for its Subsidiaries at or below par, in which case the amount of voluntary prepayments of




Loans shall be deemed not to exceed the actual purchase price in cash of such Loans below par, and in the case of any Loans that are not Term Loans, a corresponding permanent commitment reduction, in each case except to the extent financed with the incurrence of Consolidated Funded Senior Secured Indebtedness) minus (C) the sum of (i) the aggregate principal amount of any Revolving Facility Increase, Term Facility Increase or any Incremental Commitment pursuant to Section 2.14, 2.15 or 2.16 in each case incurred in reliance on this clause (x), plus (ii) the aggregate principal amount of any issuance or incurrence of Incremental Equivalent Debt pursuant to Section 2.17 in
- 33-




each case incurred in reliance on this clause (x) plus (y) on such date, the maximum aggregate principal amount that can be incurred without causing the Borrower not to be in Pro Forma Compliance (after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof) with the Maximum Senior Secured Net Leverage Requirement; provided that, (1) the calculation of the Maximum Senior Secured Net Leverage Requirement shall not take into account any Loans under any Revolving Facility Increase, Term Facility Increase or any Incremental Commitment pursuant to Section 2.14, 2.15 or 2.16 made under clause (x)(A) and/or (x)(B) concurrently with Loans made in reliance on clause (y), (2) if Pro Forma Effect is given to the entire committed amount of any such Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this definition and (3) any such Indebtedness may onlybe elected by the Borrower to be incurred under clause (y) when there is no capacityabove prior to, and regardless of whether capacity exists under, clause (x) above (including in any concurrent usage of both clauses (x) and (y)), and if the Borrower does not make any such election with respect to any Indebtedness that may be incurred under either clause (x) or clause (y), the Borrower shall be deemed to have elected to incur such Indebtedness under clause (xy) above.).
Incremental Commitment Effective Date” has the meaning specified in Section 2.16(c).

Incremental Commitments” has the meaning specified in Section 2.16(a).
Incremental Equivalent Debt” has the meaning specified in Section 2.17(a).
Incremental Equivalent Debt Documentation” means, collectively, the indentures, loan agreements, credit agreements or other similar agreements pursuant to which any Incremental Equivalent Debt is issued or incurred.
Incremental Term Facility” has the meaning specified in Section 2.16(a).
Incremental Term Loan” has the meaning specified in Section 2.16(a).
Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b)    the maximum amount of (i) all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, and (ii) surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;
(c)    net obligations of such Person under any Swap Contract;
(d)    all obligations of such Person to pay the deferred purchase price of property (other than (w) trade accounts payable in the ordinary course of business, (x) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, (y) expenses accrued in the ordinary course of business and (z) obligations resulting from take-or pay contracts entered into in the ordinary course of business);
(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar




financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f)    all Capitalized Lease Obligations;
- 34-




(g)    all obligations of such Person with respect to redemption, repayment or other repurchase (excluding accrued dividends to the extent not increasing liquidation preference) in respect of Disqualified Equity Interests; and
(h)    all Guarantees of such Person in respect of any of the foregoing;
provided that Indebtedness shall not include (i) prepaid or deferred revenue arising in the ordinary course of business and (ii) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations of the seller of such asset.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or the foreign equivalent thereof) in which such Person is a general partner or a joint venturer, except to the extent the holders of such Indebtedness do not have recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith.
Indemnified Liabilities” has the meaning set forth in Section 10.05.
Indemnified Taxes” means all(a) Taxes, other than Excluded Taxes and, imposed on or with respect to any
payment made by or on account of any obligation of the Loan Parties under this Agreement or any other Loan Document, and (b) Other Taxes.
Indemnitees” has the meaning set forth in Section 10.05.
Information” has the meaning specified in Section 10.08.
Initial Lenders” means each of the Persons providing a financing commitment pursuant to the Engagement Letter.
Initial Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Initial Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Initial Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Initial Revolving Credit Commitment of all Revolving Credit Lenders shall be $200,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.
Initial Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Initial Revolving Credit Commitments at such time.
Initial Revolving Credit Loan” has the meaning specified in Section 2.01(b).
Initial Term Commitment” means, as to each Term Lender, its obligation to make Initial Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Term Lender’s name on Schedule 2.01 under the caption “Initial Term Commitment” or opposite a comparable




caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Initial Term Commitments is $600,000,000.




- 35-




Initial Term Facility” means, at any time, (a) prior to the funding of the Initial Term Loans on the Delayed Draw Funding Date, the aggregate Initial Term Commitments of all Term Lenders at such time and (b) thereafter, the aggregate Initial Term Loans of all Term Lenders at such time.
Initial Term Loans” has the meaning specified in Section 2.01(a).
Intellectual Property Security Agreement” means, collectively, the intellectual property security agreement, substantially in the form of Exhibit B to the Security Agreement, together with each intellectual property security agreement supplement executed and delivered pursuant to Section 6.12.
Intercompany Subordination Agreement” means an intercompany subordination agreement, in substantially the form of Exhibit H hereto, or otherwise in form and substance reasonably satisfactory to the Administrative Agent.
Interest Payment Date” means, (a) aswith respect to any Loan other than a Base Rate Loan,SOFR Loan or EURIBOR Loan, (i) the last day of eachthe Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) asthe Borrowing of which such Loan is a part, (ii) in the case of a Borrowing with an Interest Period of more than three months’ duration (other than the first Interest Period ending after the Closing Date), each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and (iii) in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type or the date of repayment or prepayment in accordance with Section 2.05 or 2.06, (b) with respect to any Base Rate Loan or Daily Simple RFR Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was madecalendar quarter, and (c) with respect to any Swing Line Loan, the day that such Swing Line Loan is required to be repaid.
Interest Period” means, as to each Eurodollar RateSOFR Loan or EURIBOR Loan, the period
commencing on the date such Eurodollar Rate LoanSOFR Loan or EURIBOR Loan, as applicable, is disbursed or converted to or continued as a Eurodollar Rate LoanSOFR Loan or EURIBOR Loan, as applicable, and ending on the date one, two, three or six months thereafter, or to the extent consented to by the Administrative Agent and all Appropriate Lenders, twelve months thereaftersuch period shorter than one month, as selected by the Borrower in a Committed Loan Notice; provided that:
(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c)    no Interest Period shall extend beyond the scheduled Maturity Date of the Facility under which such Loan was made.
Interiors Business” means the Borrower’s global interiors business.
Investment” means, as to any Person, any direct or indirect investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan,




advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of Indebtedness in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets
- 36-




constituting a business unit, line of business or division of such other Person; provided, however, that Swap Contracts entered into and investments made by the Borrower or any of its Subsidiaries at the direction of an employee thereof under any deferred compensation plan or a “rabbi trust” formed in connection with such plans shall not constitute “Investments” for purposes of this Agreement. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such other Person with respect thereto (but only to the extent that the aggregate amount of all such returns, distributions and repayments with respect to such Investment does not exceed the principal amount of such Investment and less any such amounts which increase the Cumulative Credit).
Investment Grade Ratings” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and, BBB- (or the equivalent) by S&P, or an equivalent rating by Fitch, in each case with a stable or better outlook.
Investment Grade Ratings Designation” has the meaning specified in Section 7.14(a).
IP Rights” has the meaning set forth in Section 5.16.
IP Security Agreement Supplement” has the meaning specified in the Security Agreement.
IRS” means the United States Internal Revenue Service.
ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
Issuer Documents” means with respect to any Letter of Credit, a letter of credit application, and any other document, agreement and instrument entered into by the applicable L/C Issuer and the Borrower (or any applicable Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.
Johnson Controls Inc. Acquisition” means the acquisition by the Borrower of the electronics business of Johnson Controls Inc., a Wisconsin corporation.
“Joint Sustainability-Linked Loan Structurers and Coordinators” each of Citibank, N.A. and Sumitomo Mitsui Banking Corporation in their respective capacities as such under this Agreement.
Joint Venture” means any Person a portion (but not all) of the Equity Interests of which is owned directly or indirectly by the Borrower but which is not a wholly owned Subsidiary.
Judgment Currency” has the meaning specified in Section 10.25.
Junior Financing” has the meaning specified in Section 7.13.
Junior Financing Documentation” means any documentation governing any Junior Financing.
Latest Maturity Date” means, at any date of determination, the latest maturity date or expiration date applicable to any Term Loan, Revolving Credit Loan or Commitment hereunder at such time, including the latest
maturity or expiration date of any Initial Term Loan, any Incremental Commitment (or Loan thereunder), any Specified Refinancing Commitment (or Loan thereunder), any Extended Term Tranche, any Extended Revolving Tranche (or Loan thereunder) or any Tranche of Term Loans modified pursuant to Section 10.01, in each case, as extended in accordance with this Agreement from time to time.KPI Group” means the major manufacturing sites,




warehouses and major technical centers of the Borrower and its Subsidiaries, as determined by the Borrower in a manner consistent with the most recent Sustainability Report prepared by the Borrower from time to time, so long as such manufacturing sites, warehouses and technical centers represent the major manufacturing sites, warehouses and major technical centers included in the GHG KPI Baseline (including after giving effect to the last sentence of the definition of “GHG KPI Baseline”).
- 37-




Latest Revolving Termination Date” means, at any date of determination, the latest maturity date or expiration date applicable to any Revolving Credit Loan or Revolving Credit Commitment hereunder at such time, including the latest maturity or expiration date of any Specified Refinancing Revolving Credit Commitment (or Loan thereunder) or any Extended Revolving Credit Commitment (or Loan thereunder), in each case, as extended in accordance with this Agreement from time to time.
Latest Term Loan Maturity Date” means, at any date of determination, the latest maturity date applicable to any Tranche of Term Loans hereunder at such time, including the latest maturity or expiration date of any Initial Term Loan, any Incremental Term Facility (or Loan thereunder), any Specified Refinancing Commitment (or Loan thereunder), any Extended Term Tranche or any Tranche of Term Loans modified pursuant to Section 10.01, in each case, as extended in accordance with this Agreement from time to time.
“KPI Metric” means the GHG Emissions Intensity.
“KPI Metric Auditor” means (a) an internationally recognized “big four” auditing firm, (b) BDO USA, LLP, (c) Grant Thornton LLP, (d) a reputable sustainability assurance provider, or (e) any other firm reasonably acceptable to the Joint Sustainability-Linked Loan Structurers and Coordinators.
“KPI Metric Auditor Report” means a limited assurance (or equivalent) report of the KPI Metric Auditor confirming that, limited solely to the applicable determinations in respect of GHG Emissions Intensity, the KPI Metric Auditor is not aware of any material modifications that should be made to the computations shown in the Pricing Certificate and/or KPI Metric Report delivered by the Borrower for the immediately preceding fiscal year in order for them to be presented in all material respects in conformity with the GRI Standard or any other applicable reporting criteria; provided that, if the KPI Metric Auditor is aware of any material modifications that should be made to such computations, such modifications shall be set forth in such report.
Laws” means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.“KPI Metric Report” means an annual report of the Borrower (it being understood that this annual report may, but need not, take the form of the annual Sustainability Report) that sets forth the calculations for the KPI Metric for a specific fiscal year.
L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its applicable Pro Rata Share.
L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower on the date required under Section 2.03(c)(i) or refinanced as a Revolving Credit Borrowing pursuant to Section 2.03(c)(ii).
“L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit pursuant to Section 2.03, as such commitment is set forth on Schedule 2.03.
L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.
L/C Issuer” means (a) each of Bank of America, N.A. and, Citibank, N.A. and PNC Bank, National Association, each in its capacity as an issuer of standby Letters of Credit hereunder (it being understood that the foregoing shall not be obligated to issue any trade or commercial letters of credit hereunder) or any respective successor issuer of Letters of Credit hereunder and (b) any other Lender reasonably acceptable to the Borrower




and the Administrative Agent that agrees to issue Letters of Credit pursuant hereto, in each case in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
- 38-




L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.11. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
Latest Maturity Date” means, at any date of determination, the latest maturity date or expiration date applicable to any Term Loan, Revolving Credit Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Amendment No. 6 Term Loan, any Incremental Commitment (or Loan thereunder), any Specified Refinancing Commitment (or Loan thereunder), any Extended Term Tranche, any Extended Revolving Tranche (or Loan thereunder) or any Tranche of Term Loans modified pursuant to Section 10.01, in each case, as extended in accordance with this Agreement from time to time.
“Latest Revolving Termination Date” means, at any date of determination, the latest maturity date or expiration date applicable to any Revolving Credit Loan or Revolving Credit Commitment hereunder at such time, including the latest maturity or expiration date of any Specified Refinancing Revolving Credit Commitment (or Loan thereunder) or any Extended Revolving Commitment (or Loan thereunder), in each case, as extended in accordance with this Agreement from time to time.
“Latest Term Loan Maturity Date” means, at any date of determination, the latest maturity date applicable to any Tranche of Term Loans hereunder at such time, including the latest maturity or expiration date of any Amendment No. 6, any Incremental Term Facility (or Loan thereunder), any Specified Refinancing Commitment (or Loan thereunder), any Extended Term Tranche or any Tranche of Term Loans modified pursuant to Section 10.01, in each case, as extended in accordance with this Agreement from time to time.
“Laws” means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.
Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes each L/C Issuer.
Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as to which a Lender may from time to time notify the Borrower and the Administrative Agent.
Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.
Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day); provided that, as to any L/C Issuer, the Letter of Credit Expiration Date shall not, without the prior written consent of such L/C Issuer in accordance with the provisions hereof, be later than the day that is five (5) Business Days prior to the scheduled Maturity Date of the Amendment No. 56 Revolving Credit Facility as of the Amendment No. 56 Effective Date, except for any Letter of Credit for which the Borrower has agreed to provide Cash Collateral, or otherwise backstop (with a letter of credit on customary terms) to the applicable L/C




Issuer’s and the Administrative Agent’s reasonable satisfaction, on or prior to the fifth Business Day preceding the scheduled Maturity Date of the Amendment No. 56 Revolving Credit Facility as of the Amendment No. 56 Effective Date.
Letter of Credit Sublimit” means an amount equal to $75,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.
- 39-




Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any leases evidencing Capitalized Lease Obligations having substantially the same economic effect as any of the foregoing).
Limited Condition Acquisition” means any acquisition by the Borrower or one or more of its Subsidiaries permitted hereunder whose consummation is not conditioned under the applicable acquisition agreement on the availability of, or on obtaining, third party financing.
Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of an InitialAmendment No. 6 Term Loan, an Incremental Term Loan, an Extended Term Loan, a Specified Refinancing Term Loan, an InitialAmendment No. 6 Revolving Credit Loan, an Extended Loan under an Extended Revolving Commitment, a Specified Refinancing Revolving Loan, a Swing Line Loan, or any modified Loan pursuant to a Loan Modification.
Loan Documents” means, collectively, (i) this Agreement, (ii) Amendment No. 1, (iii) Amendment No. 2, (iv) Amendment No. 3, (v) Amendment No. 4, (vi) Amendment No. 5, (vii) Amendment No. 6, (viii) the Notes, (viiiix) the Guaranty, (ixx) the Collateral Documents, (xxi) any Pari Passu Intercreditor Agreement and any Other Intercreditor Agreement, (xixii) any Extension Amendment, (xiixiii) any joinder agreement entered into pursuant to Section 2.14, 2.15 or 2.16, (xiiixiv) any Refinancing Amendment and (xivxv) any letter of credit application, and any other document, agreement and instrument entered into by any L/C Issuer and the Borrower (or any Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit; but specifically excluding Secured Hedge Agreements and Secured Cash Management Agreements.
Loan Modification” has the meaning specified in Section 10.01.
Loan Parties” means, collectively, the Borrower and each Guarantor.
London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
Material Adverse Effect” means (a) a material adverse effect on the business, assets, operations, properties or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective obligations under the Loan Documents or (c) a material adverse effect on the rights and remedies of the Lenders orand the Administrative Agent under the Loan Documents, in each case as against the Loan Parties.
Material Real Property” means any parcel of real property (other than a parcel with a Fair Market Value of less than $3,000,000) owned in fee by a Loan Party.
Material Subsidiary Guarantor” means any Subsidiary Guarantor that, as of the date of the most recent financial statements required to be delivered pursuant to Section 6.01(a) or (b) (or, prior to the first delivery thereof, on the basis of the financial information set forth in the Borrower’s most recent filed Form 10-K), individually (but including the Equity Interests of any Person owned by such Subsidiary Guarantor) constitutes (a) at least 5.0% of Consolidated Total Assets as of such date or (b) at least 5.0% of the consolidated revenues of the Borrower for the applicable Test Period.
Maturity Date” means: (a) (i) with respect to the InitialAmendment No. 6 Revolving Credit Facility, the earlier of (x) April 9, 2019July 19, 2027 and (y) the date of termination in whole of the Initial Revolving Credit Commitments (including in respect of L/C Credit Extensions) pursuant to Section 2.06(a) or 8.02 and (ii) with




respect to the Amendment No. 5 Revolving Credit Facility, the earliest of (x) December 24, 2024, (y) the 91st day prior to the scheduled maturity of the Amendment No. 4 Term Loans if the Amendment No. 4 Term Loans are then outstanding and (z) the date of termination in whole of the Amendment No. 5Amendment No. 6 Revolving Credit Commitments (including in respect of L/C Credit Extensions) pursuant to Sections 2.06(a) or 8.02, (b) (i) with
- 40-




respect to the Initial Term Facility, the earliest of (x) April 9, 2021, (y) the date of termination in whole of the Initial Term Commitments pursuant to Section 2.06(a) prior to any Term Borrowing and (z) the date that the Initial Term Loans are declared due and payable pursuant to Section 8.02, (ii) with respect to the Amendment No. 2 Term Facility, the earlier of (x) March 24, 2024 and (y) the date that the Amendment No. 2 Term Loans are declared due and payable pursuant to Section 8.02, (iii) with respect to the Amendment No. 3 Term Facility, the earlier of (x) March 24, 2024 and (y) the date that the Amendment No. 3 Term Loans are declared due and payable pursuant to Section 8.02 and (iv) with respect to the Amendment No. 4 Term Facility, the earlier of (x) March 24, 2024 and (y) the date that the Amendment No. 4with respect to the Amendment No. 6 Term Facility, the earlier of (x) July 19, 2027 and (y) the date that the Amendment No. 6 Term Loans are declared due and payable pursuant to Section 8.02, (c) with respect to any Tranche of Extended Term Loans or Extended Revolving Commitments, the final maturity date as specified in the applicable Extension Amendment, (d) with respect to any Specified Refinancing Term Loans or Specified Refinancing Revolving Credit Commitments, the final maturity date as specified in the applicable Refinancing Amendment, (e) with respect to any Incremental Term Facility, the final maturity date as specified in the applicable amendment to this Agreement in respect of such Facility and (f) with respect to any Tranche of Loans or Commitments modified pursuant to a Loan Modification, the final maturity date as specified in the applicable amendment to this Agreement in respect of such modified Loan or Commitment; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.
“Maximum Rate” has the meaning specified in Section 10.10.
Maximum Senior Secured Net Leverage Requirement” means, with respect to any incurrence, issuance or assumption of Indebtedness pursuant to clause (y) of the definition of “Incremental Amount,” the requirement that, on a Pro Forma Basis, on the date of determination after giving effect to such incurrence, issuance or assumption of Indebtedness, and the use of the proceeds thereof (but without giving effect to any unrestricted cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries that will be received from the proceeds of such Indebtedness), the Total Senior Secured Net Leverage Ratio as of the end of the Test Period shall not exceed 2.50:1.00 (it being understood that if Pro Forma Effect is given to the entire committed amount of any such Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this “Maximum Senior Secured Net Leverage Requirement”); provided that, solely for the purpose of calculating the Total Senior Secured Net Leverage Ratio pursuant to this definition, (i) all commitments with respect to the relevant Revolving Facility Increase, Term Facility Increase, Incremental Commitments or Incremental Equivalent Debt, as applicable, shall be deemed to be fully drawn, (ii) any Incremental Equivalent Debt issued or incurred pursuant to Section 2.17 shall be deemed to constitute Consolidated Funded Senior Secured Indebtedness without regard to the requirements set forth in the definition thereof; and (iii) any proceeds of such Indebtedness shall not qualify as “unrestricted cash or Cash Equivalents” of the Borrower and the Restricted Subsidiaries for the purposes of calculating the Total Senior Secured Net Leverage Ratio for the purposes of this definition.
Maximum Total Net Leverage Ratio” means, with respect to the (a) making of any Investment pursuant to Section 7.02(t), (b) declaration or payment of a Restricted Payment pursuant to Section 7.06(f) or (c) prepayment of Indebtedness pursuant to Section 7.13(a)(i), as applicable, on a Pro Forma Basis after giving effect to such making, declaration, payment or prepayment, as the case may be, the Total Net Leverage Ratio shall not exceed 3.00:1.00.
Maximum Total Net Leverage Requirement” means, with respect to any incurrence, issuance or assumption of Indebtedness, the requirement that, on a Pro Forma Basis, on the date of determination after giving effect to such incurrence, issuance or assumption of Indebtedness and the use of the proceeds thereof (but without giving effect to any unrestricted cash and Cash Equivalents of the Borrower that will be received from the proceeds of such Indebtedness), the Total Net Leverage Ratio as of the end of the Test Period shall not exceed 2.50:1.00 (it being understood that if Pro Forma Effect is given to the entire committed amount of any such




Indebtedness, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this “Maximum Total Net Leverage Requirement”).
Maximum Rate” has the meaning specified in Section 10.10.
Minimum Extension Condition” has the meaning specified in Section 2.18(e).




- 41-




MNPI” has the meaning specified in Section 6.02.
Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
Mortgage” means, collectively, the deeds of trust, trust deeds and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Secured Parties in form and substance reasonably satisfactory to the Administrative Agent, as the same may be amended, amended and restated, supplemented or otherwise modified.
Mortgaged Properties” means any Material Real Property with respect to which a Mortgage is required pursuant to Section 6.12.
Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions or has any ongoing obligation with respect to withdrawal liability (within the meaning of Title IV of ERISA).
Net Cash Proceeds” means an amount equal to:
(a)    with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary
(other than any Disposition of any Permitted Receivables Financing Assets by the Borrower or any Restricted Subsidiary to a Securitization Subsidiary) or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event received by or paid to or for the account of the Borrower or any Restricted Subsidiary and including any proceeds received as a result of unwinding any related Swap Contract in connection with such related transaction) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid in connection with such Disposition or Casualty Event (other than (x) Indebtedness under the Loan Documents and, if such asset constitutes Collateral, any Indebtedness secured by such asset with a Lien ranking junior to the Lien securing the Obligations and (y) in the case of any Incremental Equivalent Debt and Permitted Pari Passu Secured Refinancing Debt and any Permitted Refinancing of any of the foregoing (and successive Permitted Refinancings thereof) that are secured by Collateral on an equal and ratable basis with the Facilities, if such asset constitutes Collateral, any amounts in excess of the ratable portion (based on any then outstanding Term Loan Tranches and any then outstanding Incremental Equivalent Debt and Permitted Pari Passu Secured Refinancing Debt and any Permitted Refinancing of any of the foregoing (and successive Permitted Refinancings thereof) that are secured by Collateral on an equal and ratable basis with the Facilities) of such Incremental Equivalent Debt and Permitted Pari Passu Secured Refinancing Debt and any Permitted Refinancing of any of the foregoing (and successive Permitted Refinancings thereof) required to be repaid in connection with such Disposition or Casualty Event), (B) the out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event (including attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary or reasonable fees actually incurred in connection therewith), (C) taxes paid or reasonably estimated to be payable in connection with such Disposition or Casualty Event and any repatriation costs associated with receipt by the applicable taxpayer of such proceeds, (D) any costs associated with unwinding any related Swap Contract in connection with such transaction, (E) any reserve for adjustment in respect of (x) the sale price of the property that is the subject of such Disposition established in accordance with GAAP and (y)




any liabilities associated with such property and retained by the Borrower or any Restricted Subsidiary after such Disposition, including pension and other post-employment benefit liabilities and known Environmental Liabilities or against any indemnification obligations associated with such transaction, (F) any customer deposits required to be returned as a result of such Disposition, (G) the pro rata portion of the net cash proceeds of any Disposition or Casualty Event by any non-wholly owned Restricted Subsidiary (calculated without regard to this clause (G)) attributable to minority interests and not




- 42-




available for distribution to or for the account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof and (H) the amount of any payments required to be made by the Borrower or any Restricted Subsidiary in respect of such Disposition pursuant to equity options, management incentive plans or similar obligations in each case entered into in the ordinary course of business, and it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents (i) received upon the Disposition of any noncash consideration received by the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount, or any offsetting other reserve) of any reserve described in clause (E) above;
(b)    with respect to the issuance of any Equity Interest by the Borrower or any Restricted Subsidiary, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such issuance and in connection with unwinding any related Swap Contract in connection therewith over (ii) the investment banking fees, underwriting discounts and commissions, other out-of-pocket expenses and other customary or reasonable fees and expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such issuance and any costs associated with unwinding any related Swap Contract in connection therewith;
(c)    with respect to the Disposition of any Permitted Receivables Financing Assets by the Borrower or any Restricted Subsidiary to a Securitization Subsidiary, the excess, if any, of (x) the cash and Cash Equivalents that at any time exceed $5,000,000 received in connection with (i) any sale of Permitted Receivables Financing Assets by the Borrower or any Restricted Subsidiary, (ii) the repayment to the Borrower or any Restricted Subsidiary of any loan solely to finance the purchase from the Borrower or any Restricted Subsidiary of Permitted Receivables Financing Assets and (iii) any return of capital invested by the Borrower or any Restricted Subsidiary in a Securitization Subsidiary for such Permitted Receivables Financing over (y) customary upfront fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such Permitted Receivables Financing and not already deducted from the amounts received pursuant to clause (x) above; and
(d)    with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance and in connection with unwinding any related Swap Contract in connection therewith over (ii) the investment banking fees, underwriting discounts and commissions, taxes paid or reasonably estimated to be payable or issuance and other out-of-pocket fees and expenses and other customary expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance and any costs associated with unwinding any related Swap Contract in connection therewith.
Net Working Capital” means, with respect to the Borrower, Consolidated Current Assets minus Consolidated Current Liabilities.
New Lenders” has the meaning specified in Section 2.16(b).
Non-Consenting Lender” has the meaning specified in Section 3.07(d).
Non Extending Lender” has the meaning specified in Section 2.18(e).
Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii).




Non-Profit Restricted Subsidiaries” means any Restricted Subsidiary that is exempt from income taxes and is organized and operated exclusively for charitable, scientific, testing for public safety or educational purposes (within the meaning of Section 501(c)(3) of the Code or, in the case of any non-U.S. Restricted Subsidiary, any similar provision under the laws of the jurisdiction in which such non-U.S. Restricted Subsidiary is organized).
Non-Recourse Debt” means all Indebtedness (i) as to which neither the Borrower nor any Restricted Subsidiary provides any Guarantee or other credit support (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or is directly or indirectly liable (as a guarantor or
- 43-




otherwise), (ii) the explicit terms of which provide there is no recourse against any of the assets of the Borrower or any Restricted Subsidiary and (ii) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.
Note” means a Term Note or a Revolving Credit Note, as the context may require. “NPL” means the National Priorities List under CERCLA.
Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that (a) obligations of the Borrower or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement shall be secured and guaranteed pursuant to the Collateral Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Hedge Agreements or Cash Management Agreements. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party; provided, however, that the “Obligations” of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.
Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction) and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture, trust or other applicable agreement of formation or organization and, if applicable, any agreement or instrument with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced this Agreement or any other Loan Document, or sold or assigned an interest in any Loan or Loan Document).
Other Factoring Assets” means, with respect to any Receivable subject to a Permitted Factoring Program, all collections relating to such Receivable and all lockboxes and similar arrangements and collection accounts into which the proceeds of such Receivable or a Related Security with respect to such Receivable are collected or deposited, all rights of the applicable Foreign Subsidiary in, to and under the related purchase and sale agreements,




and all other rights and payments relating to such Receivable. For the avoidance of doubt, Other Factoring Assets shall not include any assets included in the Collateral or any assets of any Loan Party.
Other Intercreditor Agreement” means an intercreditor agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent.




- 44-




Other Securitization Assets” means, with respect to any Receivable subject to a Permitted Receivables Financing, all collections relating to such Receivable and all lockboxes and similar arrangements and collection accounts into which the proceeds of such Receivable or Related Security with respect to such Receivable are collected or deposited, all rights of the applicable Foreign Subsidiary in, to and under the related purchase and sale agreements, and all other rights and payments relating to such Receivable. For the avoidance of doubt, Other Securitization Assets shall not include any assets included in the Collateral or any assets of any Loan Party.
Other Taxeshas the meaning specified in Section 3.01(b).means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 3.07).
Outstanding Amount” means: (a) with respect to any Tranche of Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.
Parent Guaranty” has the meaning specified in Section 10.24.
Pari Passu Intercreditor Agreement” means an intercreditor agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent.
Participant” has the meaning specified in Section 10.07(d).
Participant Register” has the meaning set forth in Section 10.07(kd).
“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
PATRIOT Act” has the meaning specified in Section 10.23.10.22.
“Payment Notice” has the meaning specified in Section 9.17(b).
“Payment Recipient” has the meaning specified in Section 9.17(a).
PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
Perfection Exceptions” has the meaning specified in the Security Agreement.
Permitted Acquisition” means a purchase, acquisition or other Investment permitted under Sections 7.02(j), 7.02(gg), 7.02(ii) or 7.02(kk).




Permitted Encumbrances” has the meaning specified in the Mortgages.
Permitted Equity Issuance” means any capital contribution to the Borrower (other than with respect to Disqualified Equity Interests) or sale or issuance of any Equity Interests (other than Disqualified Equity Interests) of the Borrower.
- 45-






Permitted Factoring Program” means (a) Non-Recourse Debt relating to the sale or financing of Receivables (other than Receivables included in the Collateral) and any Related Security or (b) other sales (in connection with the financings of) and financings of Receivables and any Related Security (it being understood that Standard Factoring Undertakings shall be permitted in connection with such financings).
Permitted Junior Refinancing Debt” means (A) any secured Indebtedness incurred by the Borrower and/or any Guarantor in the form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans; provided that (i) such Indebtedness is secured by a Lien on all or a portion of the Collateral on a junior-priority basis to the Liens on the Collateral securing the Obligations and other First Lien Obligations and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on Collateral that is junior to the Liens on Collateral securing the Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (iii) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (iv) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of an Other Intercreditor Agreement providing that the Liens on Collateral securing such obligations shall rank junior to the Liens on Collateral securing the Obligations and (B) any unsecured Indebtedness incurred by the Borrower and/or any Guarantor in the form of one or more series of senior unsecured notes, bonds or debentures or loans; provided that (i) such Indebtedness is not secured by any property or assets of the Borrower or any Restricted Subsidiary, (ii) such Indebtedness satisfies the applicable requirements set forth in the definition of “Credit Agreement Refinancing Indebtedness” and (iii) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors. Permitted Junior Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
Permitted Pari Passu Secured Refinancing Debt” means any secured Indebtedness incurred by the Borrower and/or any Guarantor in the form of one or more series of senior secured notes, bonds or debentures; provided that (i) such Indebtedness is secured by Liens on all or a portion of the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations (but without regard to the control of remedies) and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the definition of “Credit Agreement Refinancing Indebtedness,” (iii) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (iv) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a Pari Passu Intercreditor Agreement or an Other Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies); provided that if such Indebtedness is the initial Permitted Pari Passu Secured Refinancing Debt incurred by the Borrower and the Subsidiary Guarantors, then the Administrative Agent, the Borrower and the Guarantors shall have executed and delivered a Pari Passu Intercreditor Agreement or an Other Intercreditor Agreement. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
Permitted Receivables Financing” means any Receivables Financing of a Securitization Subsidiary that meets the following conditions: (a) such Permitted Receivables Financing (including financing terms, covenants, termination events and other provisions) shall be in the aggregate economically fair and reasonable to the Borrower and the Restricted Subsidiaries (other than any Securitization Subsidiary), on the one hand, and the Securitization Subsidiary, on the other, (b) all sales and/or contributions of Permitted Receivables Financing Assets to the Securitization Subsidiary shall be made at Fair Market Value and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms for similar transactions and may include Standard Securitization Undertakings; provided that a Responsible Officer of the Borrower shall have provided a certificate to such effect to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Permitted




Receivables Financing, together with a reasonably detailed description of the material terms and conditions of such Permitted Receivables Financing or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in the foregoing clauses (a), (b), and (c), which certificate shall be conclusive evidence that such terms and conditions satisfy such requirements unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period (including a reasonable description of the basis upon which it objects).
- 46-




Permitted Receivables Financing Assets” means the accounts receivable subject to a Permitted Receivables Financing, and related assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivables, and the proceeds thereof.
Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, redemption, repurchase, defeasance, exchange and/or extension (collectively to “Refinance” or a “Refinancing” or “Refinanced”) of any Indebtedness (any such Indebtedness as so modified, refinanced, refunded, renewed, replaced, redeemed, repurchased, defeased, exchanged and/or extended, “Refinancing Indebtedness”) of such Person; provided that (a) the principal amount (or, if issued with original issue discount, the aggregate issue price) of such Refinancing Indebtedness does not exceed the principal amount of the Indebtedness so Refinanced except by an amount equal to unpaid accrued interest, fees and premium (including tender premium) and penalties (if any) thereon plus upfront fees and OID thereon, plus other reasonable and customary fees and expenses incurred or paid in connection with such Refinancing, plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder; (b) such Refinancing Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced; (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations arising under the Loan Documents and was required to be subordinated when initially incurred, such Refinancing Indebtedness is subordinated in right of payment to the Obligations arising under the Loan Documents on terms, taken as a whole, as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced; (d) if the Indebtedness being Refinanced is secured by a second-priority or other junior priority security interest in the Collateral and/or subject to any intercreditor arrangements for the benefit of the Lenders and was required to be subject to such intercreditor arrangements when initially incurred, such Refinancing Indebtedness is secured and subject to intercreditor arrangements on terms, taken as a whole, as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced; (e) to the extent the Indebtedness being Refinanced constitutes Incremental Equivalent Debt, Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Refinancing Debt, the terms and conditions of the Refinancing Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums) are, when taken as a whole, (x) not materially more favorable to the lenders or holders providing such Refinancing Indebtedness than those applicable to the Indebtedness being Refinanced, when taken as a whole, (other than covenants (including financial maintenance covenants) or other provisions applicable only to periods after the maturity date of the Indebtedness being Refinanced at the time of such Refinancing) or (y) otherwise such terms and conditions are on current market terms for such type of Refinancing Indebtedness (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the Refinancing, together with a reasonably detailed description of the material terms and conditions of such Refinancing or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (e) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)) and (f) such Refinancing Indebtedness is incurred by the Person who is or would have been permitted to be the obligor or guarantor (or any successor thereto) on the Indebtedness being Refinanced.
Permitted Restructuring Transaction” means transactions to facilitate intercompany legal entity and tax restructurings, including the transactions described in that certain disclosure letter delivered on the date hereof.
Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.




Plan” means any “employee benefit plan” (other than a Multiemployer Plan or a Foreign Plan) within the meaning of Section 3(3) of ERISA that is maintained or is contributed to by a Loan Party or any ERISA Affiliate and is subject to Title IV of ERISA or the minimum funding standards under Section 412 of the Code or Section 302 of ERISA.




- 47-




Platform” has the meaning specified in Section 6.02.
Pledged Debt” has the meaning specified in the Security Agreement.
Pledged Interests” has the meaning specified in the Security Agreement.
Pounds Sterling” means the lawful currency of the United Kingdom.
Prepayment Amount” has the meaning specified in Section 2.05(c).
Prepayment Date” has the meaning specified in Section 2.05(c).
“Pricing Certificate” means a certificate signed by a Responsible Officer of the Borrower (substantially in the form attached hereto as Exhibit K) attaching true and correct copies of the KPI Metric Report for the immediately preceding fiscal year and setting forth the Sustainability Applicable Rate Adjustment and the Sustainability Applicable Commitment Fee Adjustment for the immediately preceding fiscal year and computations in reasonable detail in respect thereof.
Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable period of measurement for the applicable covenant or requirement: (a) historical income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a Dispositions or other disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of the Restricted Subsidiaries or a designation of a Subsidiary as an Unrestricted Subsidiary, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of a Subsidiary as a Restricted Subsidiary, shall be included, (b) any repayment, retirement, redemption, satisfaction, and discharge or defeasance of Indebtedness or Disqualified Equity Interests, and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith, and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination (taking into account any hedging obligations applicable to such Indebtedness if such hedging obligation has a remaining term in excess of twelve (12) months); provided that “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” in respect of any Specified Transaction shall be calculated in a reasonable and factually supportable manner and certified by a Responsible Officer of the Borrower.
Pro Rata Share” means, with respect to each Lender and any Facility or all the Facilities (as the case may be) at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place, and subject to adjustment as provided in Section 2.19), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or the Facilities (and, in the case of any Term Loan Tranche after the applicable borrowing date and without duplication, the principal amount of Term Loans of such Tranche of such Lender) at such time and the denominator of which is the amount of the Aggregate Commitments (and, in the case of any Term Loan Tranche and without duplication, the principal amount of Term Loans of such Tranche) under the applicable Facility or the Facilities at such time; provided that if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to




such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as applicable.
PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
- 48-






QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
Rating Agencies” means Moody’s and, S&P and Fitch.
Receivables” means any indebtedness, accounts receivable and other obligations owed to any Foreign Subsidiary, or in which such party has a security interest or other interest, or any right of such Foreign Subsidiary to payment from or on behalf of an obligor, whether constituting an account, chattel paper, instrument or general intangible contract rights including rights to returned or repossessed goods, insurance policies, security deposits, indemnities, checks or other negotiable instruments relating to debtor(s) obligations, arising in connection with the sale or lease of goods or the rendering of services by such Foreign Subsidiary, including, without limitation, the obligation to pay any finance charges, fees and other charges with respect thereto.
Receivables Financing” means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or any Restricted Subsidiary may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any Restricted Subsidiary) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or a Securitization Subsidiary may grant a security interest in, any Permitted Receivables Financing Assets of the Borrower or any Restricted Subsidiary.
Receivables Repurchase Obligation” means any obligation of a seller of Receivables in a Permitted Receivables Financing to repurchase Receivables arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a Receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.
“Recipient” means, as applicable, (a) any Agent and (b) any Lender.
Refinance,” “Refinancing” and “Refinanced” have the meaning given to such terms in the definition of Permitted Refinancing.
Refinancing Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and the Lenders providing Specified Refinancing Debt, effecting the incurrence of such Specified Refinancing Debt in accordance with Section 2.21.
Refinancing Debt Documentation” means, collectively, the indentures, loan agreements, credit agreements or other similar agreements pursuant to which any Credit Agreement Refinancing Indebtedness is issued or incurred, together with all instruments and other agreements in connection therewith.
Refunded Swing Line Loans” shall have the meaning assigned to such term in Section 2.04(b)(iv). “Register” has the meaning set forth in Section 10.07(c).
Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.




Regulation T” means Regulation T of the FRB as in effect from time to time.
Regulation U” means Regulation U of the FRB as in effect from time to time.
Regulation X” means Regulation X of the FRB as in effect from time to time.




- 49-




Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, members, directors, officers, employees, agents, attorneys-in-fact, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
Related Security” means with respect to any Receivable, (a) all of the relevant Foreign Subsidiary’s interest, in any inventory and goods (including returned or repossessed inventory and goods), and documentation or title evidencing the shipment or storage of any inventory and goods (including returned or repossessed inventory and goods), relating to any sale giving rise to such Receivable, and all insurance contracts with respect thereto; (b) all other security interests or Liens and property subject thereto from time to time purporting to secure payment of such Receivable, together with all Code financing statements or similar filings and security agreements describing any collateral relating thereto; (c) all guaranties, letters of credit, letter of credit rights, supporting obligations, indemnities, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable; (d) all service contracts and other contracts, agreements, instruments and other writings associated with such Receivable; (e) all records related to such Receivable or any of the foregoing; (f) all of the relevant Foreign Subsidiary’s right, title and interest in, to and under the sales agreement and related performance guaranty and the like in respect of such Receivable; and (g) all proceeds of any of the foregoing.
Relevant Transaction has the meaning set forth in Section 2.05(b)(ii).
Replaceable Lender” has the meaning set forth in Section 3.07(a).
Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the 30-day notice period has been waived.
Repricing Transaction” means (a) the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries (including any new or additional term loans under this Agreement) the primary purpose of which is to reduce the yield of the Amendment No. 4 Term Loans (or any other new term loans that the Administrative Agent and the Borrower agree shall be subject to the provisions hereof), (i) having an effective interest rate margin or weighted average yield (as reasonably determined by the Administrative Agent consistent with generally accepted financial practices in consultation with the Borrower, after giving effect to, among other factors, interest rates, margins, upfront or similar fees, recurring periodic fees in substance equivalent to interest, original issue discount or Eurodollar Rate or Base Rate floors shared with all lenders or holders thereof, but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or similar fees payable in connection therewith that are not shared with all lenders or holders thereof) that is less than the effective interest rate margin for, or weighted average yield (as reasonably determined by the Administrative Agent in consultation with the Borrower on the same basis) of, the Amendment No. 4 Term Loans (or any other new term loans that the Administrative Agent and the Borrower agree shall be subject to the provisions hereof) and (ii) the proceeds of which are used to prepay or repay, in whole or in part, principal of the Amendment No. 4 Term Loans (including by converting all or any portion of the Amendment No. 4 Term Loans into such Indebtedness) and (b) any amendment, waiver or other modification to this Agreement which would have the effect of and the primary purpose of which would be reducing the effective interest rate margin for, or weighted average yield (as reasonably determined by the Administrative Agent in consultation with the Borrower on the same basis) of, the Amendment No. 4 Term Loans (or any other new term loans that the Administrative Agent and the Borrower agree shall be subject to the provisions hereof) (other than, in each case, any such transaction or amendment or modification accomplished together with the substantially concurrent refinancing of all Facilities hereunder in connection with a Change of Control or a Transformative Acquisition).




Request for Credit Extension” means (a) with respect to a Borrowing (other than a Swing Line Borrowing) a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a letter of credit application and (c) with respect to a Swing Line Borrowing, a Swing Line Loan Notice.
Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term
- 50-




Commitments of, unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall in each case be excluded for purposes of making a determination of Required Lenders.
Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.
Required Term Lenders” means, as of any date of determination, Term Lenders holding more than 50% of the sum of the Term Commitments and Term Loans at such date; provided that the Term Commitments and Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
Responsible Officer” means the chief executive officer, director, president, vice president, executive vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date (except as otherwise expressly set forth in Section 4.01), any secretary or assistant secretary. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof).
Restricted Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.
Revaluation Date” means (a) with respect to any Revolving Credit Loan, each of the following: each date of a Revolving Credit Borrowing of a Eurodollar Rate Loan denominated in an Alternate Currency, (ii) each date of a continuation of a Eurodollar Rate Loan denominated in an Alternate CurrencyEURIBOR Loan pursuant to Section 2.02 and (iii) such additional dates as the Administrative Agent shall reasonably request or the Required Revolving Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternate Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternate Currency and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall reasonably request or the Required Lenders shall require.
Reversion Date” has the meaning set forth in Section 7.14(b).




Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders.
Revolving Credit Commitment” means, as to each applicable Revolving Credit Lender, (i) its Initial Revolving Credit Commitment, if any[reserved], (ii) its Amendment No. 56 Revolving Credit Commitment, if any, (iii) its Specified Refinancing Revolving Credit Commitment, if any, (iv) its Extended Revolving Commitment, if
- 51-




any, (v) its Revolving Credit Commitment with the same terms and conditions modified on the same day pursuant to a Loan Modification, if any, and (vi) without duplication of the foregoing, its commitment to provide Revolving Credit Loans in connection with a Revolving Facility Increase, if any, in each case as the context may require.
Revolving Credit Facility” means, at any time, the aggregate amount of any Tranche of Revolving Credit Commitments of the Revolving Credit Lenders at such time.
Revolving Credit Increase Effective Date” has the meaning specified in Section 2.14(d).
Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.
https://cdn.kscope.io/8fa8c1264bd933125d65bd2823e421e7-image_37.jpgRevolving Credit Loan” means Initial Revolving Credit Loans, Amendment No. 56 Revolving Credit Loans, Extended Loans under an Extended Revolving Commitment and Specified Refinancing Revolving Loans (other than Term Loans) with the same terms and conditions modified on the same day pursuant to a Loan Modification, as the context may require.
Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit B-2 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.
Revolving Facility Increase” has the meaning specified in Section 2.14(a). “Revolving Facility Increase Lender” has the meaning specified in Section 2.14(b).
“RFR Administrator’s Website” shall mean the SOFR Administrator’s Website or the SONIA Administrator’s Website, as applicable.
“RFR Business Day” shall mean, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities (a “U.S. Government Securities Business Day” ) and (b) Pounds Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London.
Rollover Indebtedness” means Indebtedness of any Loan Party issued to any Lender in lieu of such Lender’s pro rata portion of any prepayment of Term Loans made pursuant to Section 2.05(a).
S&P” means S&P Global Ratings or any successor thereto.
Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine).
Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of Designateddesignated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the or by the United Nations Security Council, the European Union or any




EU member state, (b) any Person operatinglocated, organized or resident in a Sanctioned Country or, (c) any Person controlled by any such Person or Persons described in the foregoing clauses (a)-(b), or (d) any Person otherwise the subject of any Sanctions.
Sanctions” means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets




- 52-




Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.
SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
Section 2.18 Additional Amendment” has the meaning specified in Section 2.18(c).
Section 6.01 Financials” means the financial statements delivered, or required to be delivered, pursuant to Section 6.01(a) or 6.01(b) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 6.02(b).
Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank, except for any such Cash Management Agreement designated by the Borrower and such Cash Management Bank in writing to the Administrative Agent as an “unsecured cash management agreement” as of the Closing Date or, if later, as of the time of entering into such Cash Management Agreement.
Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party and any Hedge Bank, except for any such Swap Contract designated by the Hedge Bank that is party to the Swap Contract and the Borrower in writing to the Administrative Agent as an “unsecured hedge agreement” as of the Closing Date or, if later, as of the time of entering into such Swap Contract.
Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks to the extent they are party to one or more Secured Hedge Agreements, the Cash Management Banks to the extent they are party to one or more Secured Cash Management Agreements, any Supplemental Administrative Agent, each co-agent or subagent appointed by the Administrative Agent from time to time pursuant to Article IX and the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document.
“Securities Act” means the Securities Act of 1933, as amended.
Securitization Subsidiary” means a Subsidiary of the Borrower or another Person formed for the purposes of engaging in a Permitted Receivables Financing and to which a Foreign Subsidiary transfers Receivables and which engages in no activities other than in connection with the financing of Receivables of Foreign Subsidiaries, and any business or activities incidental or related to such financing, and in the case of a Subsidiary which is designated by the board of directors of the Borrower (as provided below) to be a Securitization Subsidiary (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (1) is guaranteed by the Borrower or any of their Restricted Subsidiaries (excluding guaranties of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (2) is recourse to or obligates the Borrower or any of their Restricted Subsidiaries (other than the Securitization Subsidiary) in any other way other than pursuant to Standard Securitization Undertakings or (3) subjects any property or asset of the Borrower or any of their Restricted Subsidiaries (other than Receivables and Related Security as provided in the definition of “Permitted Receivables Financing”), directly or indirectly, contingently or otherwise, to the satisfaction thereof other than pursuant to Standard Securitization Undertakings, (b) with which neither the Borrower nor any of their Restricted Subsidiaries has any material contract, agreement, arrangement or understanding (other than on terms which the Borrower reasonably believes to be no less favorable to the Borrower and their Restricted Subsidiaries than those that might be obtained at the time from Persons who are not Affiliates of the Borrower) other than fees payable in the ordinary course of business in connection with servicing Receivables, and (c) with which neither the Borrower nor any of their Restricted Subsidiaries has any obligation to maintain or preserve such entity’s financial




condition or cause such entity to achieve certain levels of operating results. Any such designation by the board of directors of the Borrower will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation, together with a certificate of a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions.
Securities Act” means the Securities Act of 1933, as amended.
- 53-




Security Agreement” means, collectively, the Security Agreement dated the date hereof executed by the Loan Parties, substantially in the form of Exhibit F, together with each other security agreement and security agreement supplement executed and delivered pursuant to Section 6.12.
Security Agreement Supplement” has the meaning specified in the Security Agreement.
Senior Representative” means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.
“SOFR” shall mean, with respect to any U.S. Government Securities Business Day, a rate per annum equal to the secured overnight financing rate for such U.S. Government Securities Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding U.S. Government Securities Business Day.
“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” shall mean the website of the Federal Reserve Bank of New York, currently a www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “SOFR Borrowing” shall mean a Borrowing comprised of SOFR Loans.
“SOFR Loan” shall mean any SOFR Term Loan or SOFR Revolving Credit Loan.
“SOFR Revolving Credit Loan” shall mean any Revolving Credit Loan bearing interest at a rate determined by reference to Term SOFR in accordance with the provisions of Article II.
“SOFR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to Term SOFR in accordance with the provisions of Article II.
Solvent” means, with respect to the Borrower and its Subsidiaries on a consolidated basis on any date of determination, that on such date (a) the fair value of the assets of the Borrower and its Subsidiaries exceeds, on a consolidated basis, the debts and liabilities, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries, (b) the present fair saleable value of the property of the Borrower and its Subsidiaries, on a
consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of the debts and other liabilities, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries as such debts and other liabilities become absolute and matured, (c) the Borrower and its Subsidiaries, on a consolidated basis, are able to pay the debts and liabilities, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries as such liabilities become absolute and matured, and (d) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which the Borrower and its Subsidiaries have unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that can reasonably be expected to become an actual and matured liability.
“SONIA” shall mean a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.
“SONIA Administrator” shall mean the Bank of England (or any successor administrator of the Sterling Overnight Index Average).




“SONIA Administrator’s Website” means the Bank of England’s website, currently at http//www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.




- 54-




SPC” has the meaning specified in Section 10.07(g).
Specified Existing Tranche” has the meaning specified in Section 2.18(a).
Specified Event of Default” means any Event of Default under Section 8.1(a), (f) or (g).
“Specified Existing Tranche” has the meaning specified in Section 2.18(a).
Specified Refinancing Commitments” means Specified Refinancing Revolving Credit Commitments and/or Specified Refinancing Term Commitment.
Specified Refinancing Debt” has the meaning specified in Section 2.21(a).
Specified Refinancing Loans” means Specified Refinancing Term Loans and/or Specified Refinancing Revolving Loans.
Specified Refinancing Revolving Loans” means Specified Refinancing Debt constituting revolving loans.
Specified Refinancing Revolving Credit Commitments” means Specified Refinancing Debt constituting revolving credit commitments.
“Specified Refinancing Revolving Loans” means Specified Refinancing Debt constituting revolving loans.
Specified Refinancing Term Commitment” means Specified Refinancing Debt constituting term loan commitments.
Specified Refinancing Term Loans” means Specified Refinancing Debt constituting term loans.
Specified Representations” means the representations and warranties made in Sections 5.01(a) and (b)(ii), 5.02(a), 5.04, 5.13, 5.17, 5.19 (subject to customary exceptions and limitations related to closing date perfection requirements in the acquisition context as reasonably agreed to by the Administrative Agent), and 5.20.
Specified Transaction” means any incurrence or repayment, retirement, redemption, satisfaction and discharge or defeasance of Indebtedness (excluding Indebtedness incurred for working capital purposes other than pursuant to this Agreement), Disqualified Equity Interests or Investment that results in a Person becoming a Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or as an Unrestricted Subsidiary, any acquisition or any Disposition or other disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person, any Disposition or other disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, the cessation of the operations of a business unit, line of business or division of the Borrower or a Restricted Subsidiary or any operational change not in the ordinary course of business, in each case (other than in connection with any operating change) whether by merger, consolidation, amalgamation or otherwise or any material restructuring of the Borrower or implementation of any initiative not in the ordinary course of business. For purposes of calculating Consolidated EBITDA, the Johnson Controls Inc. Acquisition and the Disposition of the Interiors Business shall be disregarded to the extent of any net increase in Consolidated EBITDA resulting therefrom.
Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made;




provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided, further. that the L/C




- 55-




Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternate Currency.
Standard Factoring Undertakings” means representations, warranties, covenants and indemnities entered into by a Foreign Subsidiary which are reasonably customary in a factoring or other sales (in connection with financings of) and financings of Receivables and Related Security, including, without limitation, those relating to the servicing of assets of such factoring or financing; provided that in no event shall Standard Factoring Undertakings include any guaranty of indebtedness incurred in connection with the such factoring, guaranties of obligations of participating Foreign Subsidiaries or the Borrower or any other Subsidiary (other than in the case of Section 7.03(cc), guaranties of obligations or participating Foreign Subsidiaries in respect thereof by other Foreign Subsidiaries).
Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guaranties by any Foreign Subsidiary of performance entered into by a Foreign Subsidiary which are customary in a Permitted Receivables Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking, provided that no Domestic Subsidiary (other than a Securitization Subsidiary) shall be permitted to provide any Standard Securitization Undertakings.
Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (a) of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or (b) the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting purposes. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
Subsidiary Guarantor” means, collectively, the Restricted Subsidiaries of the Borrower that are Guarantors.
Subsidiary Redesignation” has the meaning set forth in the definition of “Unrestricted Subsidiary.”
Supplemental Administrative Agent” has the meaning specified in Section 9.14(a) and “Supplemental Administrative Agents” shall have the corresponding meaning.
Suspended Covenants” has the meaning specified in Section 7.14(a).
“Suspension Period” has the meaning specified in Section 7.14(b).
Suspension Period has the meaning specified in Section 7.14(b).Sustainability Applicable Commitment Fee Adjustment” means, with respect to any KPI Metric Report for any fiscal year, the number of basis points (whether positive, negative or zero) resulting from the GHG Emissions Intensity Commitment Fee Adjustment Amount for such fiscal year.
“Sustainability Applicable Rate Adjustment” means, with respect to any KPI Metric Report for any fiscal year, the number of basis points (whether positive, negative or zero) resulting from the GHG Emissions Intensity Applicable Rate Adjustment Amount for the applicable Facility for such fiscal year.
“Sustainability Pricing Adjustment Date” has the meaning set forth in Section 2.22.




“Sustainability Report” means the annual non-financial disclosure form for sustainability reporting prepared by the Borrower from time to time based upon the GRI Standard as applied to the KPI Group.
Suspension Period Financial Covenant Event of Default” has the meaning specified in Section 8.01(b).Sustainability Table” means the table set forth in Schedule 2.22 to this Agreement.
- 56-




Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any obligations or liabilities under any such master agreement.
Swap Obligation” means with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
Swing Line Borrowing” means a borrowing consisting of Swing Line Loans made by the Swing Line Lender pursuant to Section 2.04(a).
Swing Line Lender” means Bank of America, N.A., in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.