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EXHIBIT 10.13
June 12, 2000
Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan 48126
Attention: Treasurer
Ladies and Gentlemen:
The Chase Manhattan Bank (the "Bank") is pleased to
confirm that it is prepared to make funds available to Visteon Corporation (the
"Borrower") subject to the terms and conditions outlined below.
1. The Commitment: (a) Subject to the terms and conditions of this
Agreement and the Note (as defined in Section 6),
the Bank agrees to make revolving credit loans (the
"Committed Loans") to the Borrower from time to
time during the period from and including June 12,
2000 to but excluding July 31, 2000 (the
"Commitment Termination Date") in an aggregate
principal amount not to exceed at any one time
$1,200,000,000, as such amount (the "Committed
Amount") may be reduced from time to time pursuant
to Section 3 (the "Commitment"). Until 11:00 a.m.
New York City time of the Commitment Termination
Date, the Borrower may borrow, repay and reborrow
Committed Loans in accordance with the terms of
this Agreement and the Note.
(b) In addition to the Committed Loans, the Bank
may, in its sole discretion, offer to make loans
(the "Money Market Loans"; Committed Loans and
Money Market Loans are collectively referred to as
the "Bridge Loans") to the Borrower on such terms
and conditions (including, without limitation,
tenor, amount and interest rate) as the Bank may
offer and the Borrower shall accept. The aggregate
principal amount of Committed Loans and Money
Market Loans outstanding at any one time may not
exceed the Committed Amount.
2. Purpose: The proceeds of the Bridge Loans will be used for
repayment of loans from the Ford Motor Company and
for general corporate purposes. None of such
proceeds will be used to purchase or carry margin
stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System.
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3. Reduction or (a) The Borrower may, upon at least two Banking
Termination of Days' (as defined in the Note) notice to the Bank,
Commitment: terminate at any time, or reduce from time to time,
the unused amount of the Commitment.
(b) The Commitment shall automatically terminate on
the Commitment Termination Date.
4. Commitment Fee: The Borrower shall pay to the Bank a commitment fee
(the "Commitment Fee") equal to .10% per annum of
the unused Commitment on the daily amount of the
unused Commitment during the period from and
including June 12, 2000 to but excluding the
Commitment Termination Date. Accrued Commitment
Fees shall be payable in arrears on July 31, 2000,
shall be computed on the basis of a year of 360
days and shall be payable for the actual number of
days elapsed.
5. Interest Rate: (a) Each Committed Loan shall bear interest at a
rate per annum equal to the sum of (a) the Margin
(as defined in the Note) plus (b)(i) the Eurodollar
Rate (as defined in the Note) or (ii) the Alternate
Base Rate (as defined in the Note).
(b) Each Money Market Loan shall bear interest at
such rate as the Bank may offer and the Borrower
shall accept.
6. Note: The Bridge Loans shall be evidenced by a single
note substantially in the form of Exhibit A hereto
(the "Note").
7. Repayment and (a) Each Committed Loan shall be due and payable on
Prepayment: December 1, 2000.
(b) Each Money Market Loan shall be due and payable
on the last day of the Interest Period (as defined
in Section 8) applicable to such Money Market Loan.
(c) Concurrently with the receipt of Net Cash
Proceeds from the issuance and public or private
sale of indebtedness of the Borrower or any
Subsidiary of the Borrower (other than proceeds
from the issuance and sale of commercial paper
having a tenor of 364 days or less) the Borrower
shall prepay Committed Loans having an outstanding
aggregate principal amount equal to such Net Cash
Proceeds, together with accrued interest on the
amount prepaid and any amount required pursuant to
Section 14(d) of this Agreement. As used herein,
"Net Cash Proceeds" means the gross proceeds
received by the Borrower or any Subsidiary thereof
from the sale of indebtedness of the Borrower or
such Subsidiary less (i) all reasonable fees,
commissions and other out-of-pocket expenses
incurred by the Borrower or such Subsidiary in
connection therewith and (ii) federal, state and
local taxes assessed in connection therewith.
(d) The Borrower may prepay the Bridge Loans at any
time or from time to time; provided that (i) the
Borrower shall give notice of such prepayment by
(x) 12:00 noon, New York City time, at least one
Banking Day prior thereto with respect to an
Alternate Base Rate Loan (as defined in the Note)
and (y) 11:00 a.m., London time, at least two
Banking Days prior thereto with respect to a
Eurodollar Loan and
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(ii) any prepayment of Eurodollar Loans must be
accompanied by any amounts payable pursuant to
Section 14(d).
(e) All payments of principal, interest and fees to
the Bank shall be made in immediately available
U.S. Dollars by means of wire transfer to The Chase
Manhattan Bank, New York, New York, Account No.
323-1-50403, Account Name: Visteon Corporation
Clearing Account, Attn: Jesus Sang.
8. Interest Periods: (a) Eurodollar Loans shall be available for
interest periods ("Eurodollar Interest Periods") of
one month; provided, however, that (a) if a
Eurodollar Interest Period would end on a day which
is not a Banking Day, such Eurodollar Interest
Period shall be extended to the next Banking Day,
unless such Banking Day would fall in the next
calendar month, in which event such Eurodollar
Interest Period shall end on the immediately
preceding Banking Day; and (b) no Eurodollar
Interest Period may extend beyond December 1, 2000
(the "Maturity Date").
(b) Money Market Loans shall be available for such
interest periods ("Money Market Interest Periods";
Eurodollar Interest Periods and Money Market
Interest Periods are collectively referred as
"Interest Periods") as the Bank may offer and the
Borrower shall accept.
9. Notice of Borrowing;
Amount of Borrowing;
Notice of Continuation
or Conversion: (a) The Borrower may request a borrowing by giving
the Bank notice in the form of Exhibit B hereto
(the "Borrowing Notice") by (i) 11:00 a.m., New
York City time, on the same Banking Day as the
Bridge Loan requested, if the requested Bridge Loan
is an Alternate Base Rate Loan or a Money Market
Loan, and (ii) 11:00 a. m. London, England time at
least two Banking Days prior to a Eurodollar Loan,
if the Bridge Loan requested is a Eurodollar Loan.
(b) The minimum amount of any Committed Loan shall
be $1,000,000 or any multiple of $1,000,000.
(c) The Borrower may elect to continue any
Eurodollar Loan on the last day of the Interest
Period applicable thereto or to convert such
Eurodollar Loan to an Alternate Base Rate Loan on
such date by giving the Bank notice of such
continuation or conversion, as the case may be, no
later than 11:00 a.m., London, England time, at
least two Banking Days prior to the last day of
such Interest Period.
(d) If the Borrower fails to deliver a timely
notice of continuation of a Eurodollar Loan in
accordance with Section 9(c), or if an Event of
Default has occurred and is continuing as of the
date of such notice, such Eurodollar Loan shall be
converted to an Alternate Base Rate Loan on the
last day of the Interest Period applicable to such
Eurodollar Loan.
(e) The Borrower may elect to convert any Alternate
Base Rate Loan to a Eurodollar Loan by giving the
Bank notice of such conversion by 11:00 a.m.,
London, England time, at least two Banking Days
prior to the requested date of
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conversion (which date shall be a Banking Day in
London, England).
10.Conditions to
Borrowing: The obligation of the Bank to make Committed Loans
to the Borrower and the willingness of the Bank to
consider offering Money Market Loans to the
Borrower are subject to the conditions precedent
that:
(a) in the case of the initial Bridge Loan, the
Bank shall have received (i) the Note duly executed
and delivered by the Borrower; (ii) the certificate
of incorporation and by-laws of the Borrower
certified by the Secretary or Assistant Secretary
of the Borrower; (iii) a resolution of the Board of
Directors of the Borrower certified by the
Secretary or Assistant Secretary of the Borrower
authorizing the execution, delivery and performance
by the Borrower of this Agreement and the Note;
(iv) an incumbency certificate of the Secretary or
Assistant Secretary of the Borrower setting forth
the names, titles and true signatures of the
officers of the Borrower authorized to sign this
Agreement and the Note; (v) an opinion of counsel
to the Borrower in substantially the form required
by Section 4.2(a)(ii) of the Visteon Bank
Agreements (as defined in Section 17 of this
Agreement), with such changes in such opinion as
the Bank may reasonably request; (vi) a certificate
signed by a duly authorized officer of the
Borrower, dated the date of such Bridge Loan,
certifying compliance with the conditions set forth
in Section 10(b); and (vii) the unaudited pro forma
consolidated balance sheet of the Borrower and its
consolidated subsidiaries as at the date of the
Spin-Off as defined in the Visteon Bank Agreements
(hereinafter, the "Spin-Off Date"), including the
notes to such balance sheet (the "Pro Forma Balance
Sheet") giving effect (as if such events had
occurred on such Date) to (x) all Bridge Loans to
be made on or prior to the date of the Spin-Off and
the use of proceeds thereof, (y) the Loans (as
defined in the Visteon Bank Agreements) to be made
on the date of the Spin-Off and the use of proceeds
thereof and (z) the payment of fees and expenses,
including any guaranty fee, in connection with the
foregoing. The Pro Forma Balance Sheet shall be
prepared based on the best information available to
the Borrower as of the date of delivery and shall
present fairly, on a pro forma basis, the estimated
financial position of the Borrower and its
consolidated Subsidiaries as at the Spin-Off Date,
assuming that the events specified in the preceding
sentence had actually occurred at such time.
(b) in the case of any Bridge Loan, (i) the Bank
shall have received the notice of borrowing
required by Section 9; (ii) the representations and
warranties made in this Agreement, the Note or any
document delivered in connection therewith (except
those that expressly relate to a prior date) are
true and correct in all material respects on and as
of the date of such Loan, (iii) no default under
this Agreement or the Note or Event of Default (as
defined in Section 12) has occurred and is
continuing, or would result from the making of such
Loan; (iv)(x) the ratings on the senior, unsecured
noncredit-enhanced short term and long term debt
(or corporate credit rating if no long term debt is
outstanding) of the Company ("Index Debt") by
Moody's and S&P (in each case, as defined in the
definition of Pricing Grid in Section 1 of the
Visteon Bank Agreements) on the date of such Loan
are equal to or greater than A2/P2 in the case of
short term debt and BBB/Baa2 in the case of long
term debt or corporate credit rating, and (y) a
negative credit watch with respect to the Company
has not been announced by Moody's or S&P during the
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period from and including the date hereof to and
including the date of such Loan; (v) immediately
after giving effect to such Loan, the aggregate
outstanding principal amount of the Bridge Loans
shall not exceed the amount of the Commitment; and
(vi) The Borrower shall have satisfied all other
conditions precedent contained in Section 4 of the
Visteon Bank Agreements, or if the Borrower has not
satisfied such other conditions or the Spin-Off has
not taken place on or prior to the date of the
requested Bridge Loan, the Bank shall have received
a letter from the Borrower and The Ford Motor
Company representing and warranting, for the
benefit of the Bank, its assigns, and participants
in the Bridge Loans, that the Borrower is an
"Affiliate" within the meaning of, and as such, is
entitled to borrow under, the committed lines of
credit currently available to The Ford Motor
Company and shall continue to be such, and so
entitled, until the Spin-Off has occurred.
The Borrower's request for a Bridge Loan and
acceptance of the proceeds thereof shall each
constitute a representation and warranty that the
statements in this Section 10(b) are true and
correct both as of the date of such request and as
of the date of such Loan.
11. Representations
and Warranties;
Covenants: (a) The Borrower hereby represents and warrants
that: (i) this Agreement is, and the Note when
delivered will be, a legal, valid and binding
obligation of the Borrower enforceable against the
Borrower in accordance with its terms, except to
the extent that such enforcement may be limited by
applicable bankruptcy, insolvency and other similar
laws affecting creditors' rights generally; and
(ii) the execution, delivery and performance by the
Borrower of this Agreement and the Note have been
authorized by all necessary corporate action and do
not and will not contravene the Borrower's charter
or by-laws or any applicable law or any contractual
provision binding on or affecting the Borrower.
(b) Subject to Section 18 of this Agreement, the
representations and warranties in Section 5 of the
Visteon Bank Agreements (as defined in Section 17)
are hereby Incorporated by Reference (as defined in
Section 17).
(c) Subject to Section 18 of this Agreement, the
covenants in Sections 6 and 9 of the Visteon Bank
Agreements are hereby Incorporated by Reference.
12.Default: Events which may cause the acceleration of the
maturity of any Bridge Loan (the "Events of
Default") are as specified in the Note. The Bank
may terminate the Commitment upon the occurrence of
any Event of Default, but the Commitment shall
terminate immediately upon the occurrence of any
"bankruptcy" or "insolvency" Event of Default.
13.Governing Law;
Jurisdiction: THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. THE BORROWER CONSENTS TO THE
NONEXCLUSIVE JURISDICTION AND VENUE OF THE STATE
AND FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK.
SERVICE OF PROCESS BY THE BANK IN CONNECTION WITH
ANY DISPUTE HEREUNDER SHALL BE BINDING ON THE
BORROWER IF SENT TO THE BORROWER AT THE
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ADDRESS SET FORTH ABOVE. THE BORROWER AND THE BANK
EACH WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).
14.Expenses; Taxes
Indemnity: (a) The Borrower shall pay or reimburse the Bank on
demand for all reasonable costs, expenses, and
charges (including, without limitation, the
reasonable fees and charges of external legal
counsel for the Bank and reasonable costs recorded
by its internal legal department) incurred by the
Bank in connection with any amendment or waiver,
performance or enforcement of this Agreement or the
Note.
(b) The Borrower shall indemnify the Bank against
any transfer taxes, documentary taxes, assessments
or charges made by any governmental authority by
reason of the execution and delivery of this
Agreement or the Note.
(c) The Borrower agrees to indemnify the Bank
against, and hold the Bank harmless from, any and
all losses, claims, damages, liabilities and
related expenses, including the reasonable fees,
charges and disbursements of any counsel for the
Bank, incurred by or asserted against the Bank
arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement,
the Note or any agreement or instrument
contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or
the consummation of the transactions contemplated
hereby, (ii) any Bridge Loan or the use of the
proceeds therefrom, or (iii) any actual or
prospective claim, litigation, investigation or
proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory
and regardless of whether the Bank is a party
thereto; provided that such indemnity shall not be
available to the extent that such losses, claims,
damages, liabilities or related expenses are
determined by final non-appealable order of a court
of competent jurisdiction to have been directly and
proximately caused by the gross negligence or
wilful misconduct of the Bank.
(d) If (i) the Borrower makes any payment or
prepayment of a Eurodollar Loan on a day other than
the last day of an Interest Period or (ii) the
Borrower fails to borrow a Eurodollar Loan or Money
Market Loan on the date specified in the notice to
borrow such Loan, then the Borrower shall reimburse
the Bank within 5 days after demand for any loss
incurred in obtaining, liquidating or employing
deposits from third parties, but excluding loss of
margin for the period after such payment,
prepayment or failure to borrow, provided that the
Bank shall have delivered to the Borrower a written
request as to the amount of such loss or expense,
which written request shall set forth in reasonable
detail the calculation of such loss or expense and
shall be conclusive in the absence of manifest
error. Without limiting the effect of the
foregoing, such compensation shall include an
amount equal to the excess, if any, of (i) the
amount of interest that otherwise would have
accrued on the principal of the Bridge Loan repaid,
prepaid or not borrowed for the period from the
date of such payment, prepayment or failure to
borrow to the last day of the interest period for
such Loan or that would have commenced on the date
specified for such Loan at the applicable rate of
interest for
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such Loan (excluding loss of margin) over (ii) the
amount of interest that otherwise would have
accrued on such principal amount at a rate per
annum equal to the interest component of the amount
the Bank would have bid in the London interbank
market for U.S. dollar deposits of leading banks in
amounts comparable to such principal amount and
with maturities comparable to such period (as
reasonably determined by the Bank).
15.Amendments and
Waivers: Except as otherwise expressly provided in this
Agreement, any provision of this Agreement may be
amended, modified or waived only by an instrument
in writing signed by the Borrower and the Bank. No
failure on the part of the Bank to exercise, and no
delay in exercising, any right hereunder shall
operate as a waiver thereof or preclude any other
or further exercise thereof or the exercise of any
other right. The remedies herein provided are
cumulative and not exclusive of any remedies
provided by law.
16.Counterparts;
Successors and
Assigns: (a) This Agreement may be executed in any number of
counterparts, all of which taken together shall
constitute one and the same instrument, and any
party hereto may execute this Agreement by signing
any such counterpart.
(b) The provisions of this Agreement shall be
binding upon and inure to the benefit of the
parties hereto and their respective successors and
assigns permitted hereby; provided, however, that
(i) except as provided in clause (ii) hereof,
neither party may assign or otherwise transfer any
of its rights or obligations hereunder without the
prior written consent of the other party and (ii)
the Bank may, without the consent of the Borrower,
(x) assign or otherwise transfer to any affiliate
or any Federal Reserve Bank all or a portion of the
rights and/or obligations of the Bank under this
Agreement and (y) sell to any other person or
entity participations in all or a portion of its
rights and/or obligations under this Agreement,
provided, however, that the Bank's obligations
under this Agreement shall remain unmodified and
fully effective and enforceable against the Bank.
17.Definitions: (a) "Incorporated by Reference" means, with respect
to any provision of the Visteon Bank Agreements to
be incorporated by reference in this Agreement or
the Note, that such provision and the other
sections to which reference is made therein or
herein, together with the related definitions and
ancillary provisions as of the date of this
Agreement, are incorporated in this Agreement or
the Note, as the case may be, by reference, mutatis
mutandi, and shall be deemed to continue in effect
for the benefit of the Bank without giving effect
to any amendment, modification, waiver or
termination of the Visteon Bank Agreements
subsequent to the date of this Agreement.
(b) "Visteon Bank Agreements" means the Five-Year
Credit Agreement and 364-Day/2 Year Term-Out Credit
Agreement between the Company and The Chase
Manhattan Bank, as in effect on the date hereof.
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18.Effect of
Incorporation
by Reference: Any provision of the Visteon Bank Agreements that
is Incorporated by Reference in this Agreement or
the Note shall be subject to the condition that, as
incorporated in this Agreement, (a) each reference
therein to "the Company" or words of similar import
shall be deemed a reference to the Borrower
hereunder, (b) each reference therein to "the
Bank", "any Bank", "a Bank", the "Bank Group" or
words of similar import shall be deemed to be a
reference to the Bank, (c) each reference therein
to the "Commitment" or "Commitments" shall be
deemed a reference to the Commitment hereunder, (d)
each reference therein to "this Agreement" or words
of similar import shall be deemed a reference to
this Agreement, (e) each reference therein to
"Loans" (other than the definition thereof) or
words of similar import shall be deemed to be
reference to Bridge Loans under this Agreement, and
(f) each reference therein to "the date of this
Agreement" or words of similar import shall be
deemed a reference to the date of the Visteon Bank
Agreements.
Please evidence your acceptance of the foregoing by
signing and returning to the Bank the enclosed copy of this Agreement on or
before 5:00 p.m., New York City time, on June 13, 2000, the date on which the
Bank's offer to enter into this Agreement (if not accepted prior thereto) will
expire.
Very truly yours,
THE CHASE MANHATTAN BANK
By: /s/Julie Long
----------------------------
Name:
Title:
AGREED AND ACCEPTED:
VISTEON CORPORATION
By:/s/Steven J. Lowden
--------------------------
Name:
Title:
<PAGE> 9
EXHIBIT A
PROMISSORY NOTE
June 12, 2000
New York, New York
FOR VALUE RECEIVED, VISTEON CORPORATION (the "Borrower")
promises to pay to the order of THE CHASE MANHATTAN BANK (the "Bank"), at its
principal office, 270 Park Avenue, New York, New York 10017 (the "Principal
Office"), for the account of the Lending Office (as hereinafter defined), the
principal amount of each loan (a "Loan") made pursuant to the Letter Agreement
(as defined below), which may be endorsed on the schedule attached hereto and
made a part hereof (including any continuations, the "Schedule") on the maturity
date of such Loan as shown on the Schedule, and to pay interest on the unpaid
balance of the principal amount of such Loan from and including the date of such
Loan (as shown on the Schedule) to such maturity date at a rate per annum equal
to (a) the sum of the Margin (as defined below) plus (i) a variable rate equal
to: the higher of (x) the Federal Funds Rate (as defined below) plus 1/2 of 1%
and (y) the Prime Rate (as defined below)(such higher rate being the "Alternate
Base Rate" and such Loan an "Alternate Base Rate Loan"); or (ii) the Eurodollar
Rate (as defined below) applicable to such Loan (such Loan a "Eurodollar Loan")
or (b) the Money Market Rate (as defined below) applicable to such Loan (such
Loan a "Money Market Loan"). Any principal and (to the extent permitted by law)
interest or fees not paid when due shall bear interest from the date when due
until paid in full at a rate per annum equal to the Default Rate (as defined
below). Interest shall be payable on the relevant Interest Payment Date (as
defined below). Interest shall be calculated on the basis of a year of 365 or
366 days (in the case of Alternate Base Rate Loans based on the Prime Rate) and
360 days (in the case of Alternate Base Rate Loans based on the Federal Funds
Rate, Eurodollar Loans and Money Market Loans) and, in each case, for the actual
days elapsed. All payments hereunder shall be made in lawful money of the United
States and in immediately available funds without set-off or counterclaim. Any
extension of time for the payment of the principal of this Note resulting from
the due date falling on a day that is not a Banking Day (as defined below) shall
be included in the computation of interest. The date, and Interest Periods (as
defined in the Letter Agreement) of, and the interest rates with respect to, the
Loans and any payments of principal shall be recorded by the Bank on its books
and prior to any transfer of this Note (or, at the discretion of the Bank, at
any other time) endorsed by the Bank on the Schedule, which shall be conclusive
in the absence of manifest error; provided, however, that the Bank's failure to
endorse the Schedule shall not affect the Borrower's obligations hereunder.
1. Certain Definitions. Terms defined in the Letter Agreement
(as defined in Section 2 below) are used herein as defined therein. As used
herein, the following terms have the meanings indicated below:
(a) "Banking Day" means any day on which commercial banks are
not authorized or required to close in New York City and, where such term is
used in the definition of "LIBOR Rate" or refers to the Eurodollar Rate, which
is also a day on which dealings in U.S. dollar deposits are carried out in the
London interbank market.
(b) "Default Rate" means, with respect to any amount not paid
when due, a rate per annum during the period commencing on the due date and
ending on the date of payment in full, equal to: (i) if an Alternate Base Rate
Loan, a floating rate 2% above the rate of interest thereon (including any
Margin); or (ii) if a Eurodollar Loan or Money Market Loan, a fixed rate 2%
above the rate of
<PAGE> 10
interest in effect thereon (including any Margin) at the time of default until
the end of the then current Interest Period therefor and, thereafter, a floating
rate 2% above the sum of the Alternate Base Rate and any Margin thereon.
(c) "Eurodollar Rate" means (i) the LIBOR Rate divided by (ii)
1 minus the Reserve Requirement.
(d) "Federal Funds Rate" means, for any day, with respect to
(i) an Alternate Base Rate Loan, (x) for the first day of such Loan, the rate
per annum at which U.S. Dollar deposits with an overnight maturity and in a
comparable principal amount to such Loan are offered by the Bank in the Federal
funds market at approximately the time the Borrower requests an Alternate Base
Rate Loan on such day, and (y) for each day thereafter that such Loan is
outstanding, the rate per annum at which U. S. Dollar deposits with an overnight
maturity and in a comparable principal amount to such Loan are offered by the
Bank in the Federal funds market at approximately 11:00 a.m., New York City
time; and (ii) any other amount hereunder which bears interest at the Alternate
Base Rate, the rate per annum at which U. S. Dollar deposits with an overnight
maturity and in a comparable amount are offered by the Bank in the Federal funds
market at approximately 2:00 p.m., New York City time.
(e) "Interest Payment Date" means (i) for each Alternate Base
Rate Loan, June 30, 2000, September 30, 2000 and the Maturity Date; (ii) for
each Eurodollar Loan or Money Market Loan, the last day of the Interest Period
for such Loan; (iii) for any amount accruing interest at the Default Rate, on
demand; and (iv) for each Loan, upon maturity and any repayment or prepayment
thereof.
(f) "Lending Office" means the Principal Office or such other
office (or affiliate) as the Bank may from time to time specify.
(g) "LIBOR Rate" means the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) quoted by the Bank at approximately 11:00
a.m. London time (or as soon thereafter as practicable) two Banking Days prior
to the first day of an Interest Period (as defined in the Letter Agreement)
during which the Eurodollar Rate will accrue for the offering by the Bank to
leading banks in the London interbank market of U.S. dollar deposits having a
term comparable to such Eurodollar Loan and in an amount comparable to the
principal amount of such Eurodollar Loan.
(h) "Money Market Rate" means, with respect to any Money
Market Loan, such rate per annum as the Bank may offer, and the Borrower shall
accept, with respect to such Money Market Loan.
(i) "Margin" means, for any day, (x) 0%, with respect to an
Alternate Base Rate Loan or Money Market Loan and (y) .30 % with respect to a
Eurodollar Loan if such day is on or prior to the 90th day following the date of
the Letter Agreement, and for each day thereafter, .45%; provided, however, that
if the aggregate principal amount of Loans made pursuant to Sections 1(a) and
(b) of the Letter Agreement on or prior to June 19, 2000 is less than
$500,000,000, the margin for each day of the initial Interest Period of each
Eurodollar Loan made on or after June 20, 2000 and prior to July 6, 2000 shall
be .45%.
(j) "Prime Rate" means the rate of interest per annum publicly
announced from time to time by the Bank as its prime rate in effect at the
Principal Office; each such change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.
<PAGE> 11
(k) "Regulatory Change" means any change after the date hereof
in United States federal, state or foreign laws or regulations (including
Regulation D of the Board of Governors of the Federal Reserve System) or the
adoption or making after such date of any interpretations, directives or
requests applying to a class of banks including the Bank of or under any United
States federal or state, or any foreign, laws or regulations (whether or not
having the force of law) by any court or governmental or monetary authority
charged with the interpretation or administration thereof.
(l) "Reserve Requirement" means, for any Interest Period for
any Eurodollar Loan, the average maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period for such Eurodollar Loan under Regulation D of the
Board of Governors of the Federal Reserve System by member banks of the Federal
Reserve System in New York City with deposits exceeding $1,000,000,000 against
"Eurocurrency liabilities" (as such term is used in Regulation D of the Board of
Governors of the Federal Reserve System).
(m) "Visteon Bank Agreements" means the Five-Year Credit
Agreement and 364-Day/2 Year Term-Out Credit Agreement between the Company and
The Chase Manhattan Bank, as in effect on the date hereof.
2. Related Letter Agreement. Loans evidenced hereby are made
pursuant to, and subject to the terms and conditions of, that certain letter
agreement dated June 12, 2000 between the Bank and the Borrower (the "Letter
Agreement"). The Letter Agreement contains provisions for the mandatory and
voluntary prepayment of this Note.
3. Additional Costs. If as a result of any Regulatory Change,
the Bank determines that the cost to the Bank of making or maintaining any
Eurodollar Loan evidenced hereby is increased, or any amount received or
receivable by the Bank hereunder is reduced, or the Bank is required to make any
payment in connection with any transaction contemplated hereby, then the
Borrower shall pay to the Bank on demand such additional amount or amounts as
the Bank determines will compensate the Bank for such increased cost, reduction
or payment, which demand shall set forth in reasonable detail the calculation of
such additional amounts.
4. Events of Default. Any of the following events shall be
"Events of Default":
(a) the Borrower shall fail to pay the principal of the Note,
interest on the Note or any other amount due hereunder as and when due and
payable and such failure shall continue for five days;
(b) any representation or warranty made or deemed made by the
Borrower in this Note or the Letter Agreement (this Note, the Letter Agreement
and any other agreement delivered by the Borrower in connection with this Note
or the Letter Agreement being the "Facility Documents") or which is contained in
any certificate, document, opinion, financial or other statement furnished at
any time under or in connection with any Facility Documents, shall prove to have
been incorrect in any material respect on or as of the date made or deemed made;
(c) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 6 or Section 9 of the
Visteon Bank Agreements, in each case as Incorporated by Reference in Section 11
of the Letter Agreement;
<PAGE> 12
(d) the Borrower shall default in the performance of or
compliance with any term (other than the obligations specifically referred to
elsewhere in this Section 4) in this Note, the Letter Agreement or any Facility
Document (as defined in Section 4(b)) and such failure shall continue for 30
consecutive days after receipt of notice from the Bank of such default;
(e) an Event of Default (as defined in the Visteon Bank
Agreements) shall occur; or
(f) the Borrower: (i) shall generally not, or be unable to, or
shall admit in writing its inability to, pay its debts as its debts become due;
(ii) shall make an assignment for the benefit of creditors; (iii) shall file a
petition in bankruptcy or for any relief under any law of any jurisdiction
relating to reorganization, arrangement, readjustment of debt, dissolution or
liquidation; (iv) shall have any such petition filed against it in which an
adjudication is made or order for relief is entered or which shall remain
undismissed for a period of 90 days or shall consent or acquiesce thereto; or
(v) shall have had a receiver, custodian or trustee appointed for all or a
substantial part of its property.
If any Event of Default shall occur and be continuing, the
Bank may, by notice to the Borrower, (a) declare the Commitment to be
terminated, whereupon the same shall forthwith terminate, and (b) declare the
outstanding principal of this Note, all interest thereon and all other amounts
payable under the Letter Agreement and this Note to be forthwith due and
payable, whereupon this Note, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided that, in the case of an Event of Default arising pursuant to
Section 4(f), the Commitment shall be immediately terminated, and this Note, all
interest thereon and all other amounts payable under this Note and the Letter
Agreement shall be immediately due and payable without notice, presentment,
demand, protest or other formalities of any kind, all of which are hereby
expressly waived by the Borrower.
5. Miscellaneous. (a) The Borrower waives presentment, notice
of dishonor, protest and any other formality with respect to this Note and (b)
this Note shall be binding on the Borrower and its successors and assigns and
shall inure to the benefit of the Bank and its successors and assigns, except
that the Borrower may not delegate any obligations hereunder without the prior
written consent of the Bank.
VISTEON CORPORATION
By:
--------------------------------------
Name:
Title:
<PAGE> 13
Loan Number Maturity Amount of Balance
Amount and Date of Payment and Remaining Notation
Date Interest Rate Loan Loan Number Unpaid Made By
<PAGE> 14
EXHIBIT B
NOTICE OF BORROWING OR OF EXTENSION
To: THE CHASE MANHATTAN BANK Date: , 2000
-----------
270 Park Avenue, 8th Floor
New York, New York 10017
Attention: Frank Angelico
Fax: 212-834-6160
Phone: 212-834-4434
With a copy to:
The Chase Manhattan Bank
Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081
Attention: Janet Belden
Fax: 212-552-5658
Phone: 212-552-7277
Pursuant to Section 9 of the Letter Agreement dated June 12, 2000 between
Visteon Corporation and The Chase Manhattan Bank, we hereby confirm the notice
of Borrowing or in the case of Eurodollar Loans, of continuation, we gave you by
telephone and the interest rate applicable thereto, as follows:
Name and Address of Borrower: Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan 48126
Tax I.D. Number of Borrower: 38-3519512
Type of Loan: [ ] Money Market [ ] Eurodollar [ ]ABR
Proposed Date of Borrowing:
---------- ------- --------
Interest Period 30 days N.A.
----------
Amount:
---------- -------- --------
Please wire proceeds to Comerica Bank,
Detroit - One Detroit Center
500 Woodward Avenue
Detroit, MI 48243
BANK ABA (ROUTING NO.):072000096
ACCOUNT NAME: Visteon Treasurers Account
ACCOUNT NUMBER: 1850976125
Sincerely,
VISTEON CORPORATION
By:
--------------------------
Title:
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