Exhibit 10.1
MASTER AGREEMENT
dated as of
September 12, 2005
between
FORD MOTOR COMPANY
and
VISTEON CORPORATION
TABLE OF CONTENTS
PAGE
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SECTION 1. Agreements with respect to the Visteon "A" Business........... 1
SECTION 2. Agreements with respect to the Visteon "B" Business........... 3
SECTION 3. Amendments and Waivers........................................ 4
SECTION 4. Expenses...................................................... 4
SECTION 5. Successors and Assigns........................................ 4
SECTION 6. Governing Law................................................. 4
SECTION 7. Counterparts; Effectiveness; Third Party Beneficiaries........ 4
SECTION 8. Entire Agreement.............................................. 4
SECTION 9. Severability.................................................. 5
Exhibit A Visteon "A" Transaction Agreement
Exhibit B Secured Promissory Note
Exhibit C Contribution Agreement
Exhibit D Visteon "B" Purchase Agreement
MASTER AGREEMENT
MASTER AGREEMENT (this "AGREEMENT") dated as of September 12, 2005
between Ford Motor Company, a Delaware corporation ("FORD"), and Visteon
Corporation, a Delaware corporation ("VISTEON").
WITNESSETH:
WHEREAS, Ford organized Visteon in 2000 and, pursuant to a Master
Transfer Agreement dated as of March 30, 2000 between Ford and Visteon,
contributed a substantial portion of its historic automotive component
operations to Visteon, and on June 28, 2000 distributed all of the issued
and outstanding shares of common stock of Visteon to Ford's stockholders;
WHEREAS, Visteon conducts substantial business in North America using
UAW workers leased from Ford and certain of its own workers (the "VISTEON
"B" BUSINESS"), and the Visteon "B" Business supplies components to Ford
that are critical to the conduct of Ford's North American automotive
business;
WHEREAS, Visteon conducts business in North America, Europe and the
rest of the world using its own workers (the "VISTEON "A" BUSINESS"), and
the Visteon "A" Business supplies components to Ford that are critical to
Ford's North American, European and rest of world automotive businesses;
WHEREAS, the restructuring of the Visteon "A" Business and the Visteon
"B" Business are important to Ford to ensure the continued supply of parts
and components to Ford and to protect Ford's product programs; and
WHEREAS, the parties hereto desire to enter into certain agreements
with respect to the restructuring of the Visteon "A" Business and the
Visteon "B" Business as set forth herein.
NOW THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, and for other good and valuable consideration
given by each party hereto to the other, the sufficiency and receipt of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
SECTION 1. Agreements with respect to the Visteon "A" Business. To ensure
the continued supply of parts and components by the Visteon "A" Business to Ford
and to protect Ford's associated product programs:
(i) Promptly after the execution of this Agreement, Ford and Visteon
agree to enter into the Visteon "A" Transaction Agreement substantially in
the form of Exhibit A hereto (the "VISTEON "A" TRANSACTION AGREEMENT")
pursuant
to which, among other things, and subject to the terms and conditions set
forth therein:
(A) Visteon shall issue to Ford a Warrant to purchase shares of
Visteon common stock, par value $1.00 per share, substantially in the
form of Exhibit J to the Visteon "A" Transaction Agreement, in
consideration of the payment by Ford of $100 million in cash, which
amount is included in the funds to be deposited by Ford in escrow
pursuant to the Escrow Agreement referred to in clause (B) below;
(B) To assist Visteon in the restructuring of the Visteon "A"
Business, Ford shall reimburse Visteon up to $550 million in the
aggregate pursuant to, and in accordance with the terms and conditions
of, the Escrow Agreement substantially in the form of Exhibit C to the
Visteon "A" Transaction Agreement and the Reimbursement Agreement
substantially in the form of Exhibit G to the Visteon "A" Transaction
Agreement, with respect to certain restructuring and separation costs
incurred or to be incurred by Visteon in connection therewith;
(C) Ford shall agree to certain concessions with respect to
pension- and OPEB-related liabilities and other obligations relating
to salaried employees associated with the Visteon "A" Business and
employees associated with the Chesterfield seat plant, in each case as
set forth in the Visteon "A" Transaction Agreement; and
(D) Ford and Visteon shall (i) terminate the Purchase and Supply
Agreement between Ford and Visteon dated as of December 19, 2003 and
(ii) enter into the Ford-Visteon Purchase and Supply Agreement
substantially in the form of Exhibit F to the Visteon "A" Transaction
Agreement; and
(ii) Ford and Visteon agree to enter into, on September 19, 2005, the
Secured Promissory Note substantially in the form of Exhibit B hereto (the
"SECURED PROMISSORY NOTE") pursuant to which Ford shall, subject to
satisfaction of the condition set forth in the last sentence of this
Section 1(ii), extend to Visteon a short-term loan in the amount of $250
million. Visteon shall pay Ford a funding fee equal to (x) 0.50% of the
initial principal amount of the Secured Promissory Note, which amount shall
be due and payable on the date of funding of the Secured Promissory Note
(provided that if the date of funding is later than July 29, 2005, such
percentage will be reduced by 0.0078125% for each day from and including
July 29, 2005 to but not including the date of funding), plus (y) for each
calendar month (or portion thereof) after September 2005 that the Secured
Promissory Note remains outstanding, 0.25% of the principal amount of the
Secured Promissory Note outstanding on the first day of such month (or a
prorated portion thereof based on the number of days to but not including
the date
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of payment thereof in full), together with interest thereon accruing from
the date of funding until payment thereof in full, at the applicable rate
of interest specified in the Secured Promissory Note, which amount shall be
due and payable on the date the Secured Promissory Note matures or is
prepaid in full. Visteon agrees to execute and deliver to Ford, on or
before the date of funding of the Secured Promissory Note, the Ford
Security Documents contemplated by the Intercreditor Agreement (as defined
in the Security Agreement referred to in the Secured Promissory Note), and
Ford's obligation to fund the Secured Promissory Note is subject to the
condition that Visteon does so.
SECTION 2. Agreements with respect to the Visteon "B" Business. To ensure
the continued supply of parts and components by the Visteon "B" Business to Ford
and to protect Ford's associated product programs, promptly after the execution
of this Agreement:
(i) Visteon agrees to enter into the Contribution Agreement
substantially in the form of Exhibit C hereto (the "CONTRIBUTION
AGREEMENT") with VFH Holdings, Inc., a Delaware corporation (the
"COMPANY"), a newly-formed, wholly-owned subsidiary of Visteon, pursuant to
which, among other things, and subject to the terms and conditions set
forth therein, Visteon shall contribute to one or more newly-formed,
wholly-owned subsidiaries of the Company certain assets and properties
associated with the Visteon "B" Business; and
(ii) Ford and Visteon agree to enter into the Visteon "B" Purchase
Agreement substantially in the form of Exhibit D hereto (the "VISTEON "B"
PURCHASE AGREEMENT") pursuant to which, among other things, and subject to
the terms and conditions set forth therein, Ford shall acquire from
Visteon, and Visteon shall sell to Ford, all of the issued and outstanding
shares of common stock of the Company in consideration of:
(A) the payment by Ford to Visteon of an amount in cash, as set
forth in the Visteon "B" Purchase Agreement, with respect to the
inventories contributed to the Company's subsidiaries by Visteon
pursuant to the Contribution Agreement;
(B) certain concessions by Ford with respect to OPEB liabilities
and other obligations relating to hourly employees associated with the
Visteon "B" Business, in each case as set forth in the Visteon "B"
Purchase Agreement;
(C) the assumption by Ford of certain liabilities with respect to
environmental matters associated with the Visteon "B" Business as set
forth in the Visteon "B" Purchase Agreement; and
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(D) certain other agreements and obligations of Ford as set forth
in the Visteon "B" Purchase Agreement.
SECTION 3. Amendments and Waivers. Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement, or in the
case of a waiver, by the party against whom the waiver is to be effective. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.
SECTION 4. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the party
incurring such cost or expense.
SECTION 5. Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns; provided that neither party may
assign, delegate or otherwise transfer any of its rights or obligations under
this Agreement without the consent of each other party hereto.
SECTION 6. Governing Law. This Agreement shall be governed by and construed
in accordance with the law of the State of Michigan, without regard to the
conflicts of law rules of such state.
SECTION 7. Counterparts; Effectiveness; Third Party Beneficiaries. This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by the other party hereto. Until and
unless each party has received a counterpart hereof signed by the other party
hereto, this Agreement shall have no effect and no party shall have any right or
obligation hereunder (whether by virtue of any other oral or written agreement
or other communication). No provision of this Agreement is intended to confer
any rights, benefits, remedies, obligations, or liabilities hereunder upon any
Person other than the parties hereto and their respective successors and
assigns.
SECTION 8. Entire Agreement. This Agreement, the Contribution Agreement,
the other Contribution Agreement Transaction Documents (as defined in the
Contribution Agreement), the Visteon "A" Transaction Agreement, the Visteon "A"
Transaction Documents (as defined in the Visteon "A" Transaction Agreement), the
Visteon "B" Purchase Agreement, the Visteon "B" Transaction Documents (as
defined in the Visteon "B" Purchase Agreement) and the Confidentiality Agreement
(as defined in the Contribution Agreement, it being acknowledged and agreed
that, effective as of the closing under the Contribution Agreement, the terms of
the Confidentiality Agreement
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shall not apply to information included in the "Contributed Assets" as defined
in the Contribution Agreement) constitute the entire agreement between the
parties with respect to the subject matter of such agreements and supersede all
prior agreements and understandings, both oral and written, between the parties
with respect to the subject matter of such agreements.
SECTION 9. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such a
determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
FORD MOTOR COMPANY
By: /s/ Donat R. Leclair
------------------------------------
Name: Donat R. Leclair
Title: Executive Vice President and
Chief Financial Officer
VISTEON CORPORATION
By: /s/ James F. Palmer
------------------------------------
Name: James F. Palmer
Title: Executive Vice President and
Chief Financial Officer