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EXHIBIT 4.2
Terms of the Securities
VISTEON CORPORATION
July 31, 2000
7.95% Notes due August 1, 2005
8.25% Notes due August 1, 2010
Two series of Securities are hereby established pursuant to Section
2.01 of the Indenture dated as of June 23, 2000 (the "Indenture") between
Visteon Corporation (the "Corporation") and Bank One Trust Company, N.A. (the
"Trustee"), as follows:
1. Each capitalized term used but not defined herein shall have
the meaning assigned to such term in the Indenture.
2. The designation of the 7.95% Notes due August 1, 2005 shall be
the "7.95% Notes due August 1, 2005" (the "Notes due 2005"), and the designation
of the 8.25% Notes due August 1, 2010 shall be the "8.25% Notes due August 1,
2010" (the "Notes due 2010" and, together with the Notes due 2005, the
"Designated Securities").
3. The limit upon the aggregate principal amount of the Notes due
2005 and the Notes due 2010 that may be authenticated and delivered under the
Indenture (except for Designated Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Designated
Securities of the same series pursuant to Section 2.05, 2.06, 2.07, 3.02 or
10.04 of the Indenture) is $500,000,000 and $700,000,000, respectively.
4. The dates on which the principal amounts of the Notes due 2005
and the Notes due 2010 shall be payable shall be August 1, 2005 and August 1,
2010, respectively.
5. The rates at which the Notes due 2005 and the Notes due 2010
shall bear interest shall be 7.95% per annum and 8.25% per annum, respectively.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The date from which interest shall accrue for the Designated Securities
of each series shall be August 3, 2000. The Interest Payment Dates on which such
interest shall be payable shall be February 1 and August 1 of each year,
commencing February 1, 2001. The record date for the interest payable on the
Designated Securities on any Interest Payment Date shall be the close of
business on the 15th day preceding such Interest Payment Date.
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6. The form of Security for each of the Notes due 2005 and the Notes
due 2010 shall be as set forth on Attachments A-1 and A-2 hereto, respectively.
7. The place or places where the principal of (and premium, if any) and
interest and Additional Amounts on the Designated Securities shall be payable
shall be the office of the Trustee, 14 Wall Street, 8th Floor, New York, NY
10005, Attention: Global Corporate Trust Services; provided, however, that at
the option of the Corporation, payment of interest on registered securities may
be made by check mailed to the address of the Holder entitled thereto as such
address shall appear in the Security Register or by wire transfer of immediately
available funds if the Holder holds U.S. $10,000,000 or more in aggregate
principal amount and sends wire transfer instructions to the Trustee as required
in the Indenture.
8. The Securities of each series are subject to redemption, in whole at
any time or in part from time to time, at the option of the Corporation, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
Securities to be redeemed, and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on such Securities,
discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Rate plus 15
basis points for the Notes due 2005 or the applicable Treasury Rate plus 25
basis points for the Notes due 2010, in each case plus accrued and unpaid
interest on the principal amount being redeemed to the redemption date.
"TREASURY RATE" means, with respect to any redemption date, (1) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H. 55(519)" or any successor publication which is published weekly
by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (2) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price of
such redemption date. The Treasury Rate will be calculated on the third Business
Day preceding the redemption date.
"BUSINESS DAY" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
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"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Designated Securities to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Designated Securities.
"INDEPENDENT INVESTMENT BANKER" means Goldman, Sachs & Co. and its
successor or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Corporation.
"COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or, (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"REFERENCE TREASURY DEALER" means (1) each of Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Corporation will substitute for such firm
another Primary Treasury Dealer and (2) any other Primary Treasury Dealer
selected by the Independent Investment Banker after consultation with the
Corporation.
"THE REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.
9. If (a) as a result of any change in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after July 19, 2000, the Corporation
becomes or will become obligated to pay Additional Amounts (as defined below)
with respect to the Designated Securities or (b) any act is taken by a taxing
authority of the United States on or after the date hereof, whether or not such
act is taken with respect to the Corporation or any affiliate, that results in a
substantial probability that the Corporation will
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or may be required to pay such Additional Amounts, then the Corporation may, at
its option, redeem, in whole, but not in part, each affected series of the
Designated Securities on not less than 30 nor more than 60 days' prior notice,
at a redemption price equal to 100% of the principal amount of the relevant
Designated Securities, together with interest accrued thereon to the date fixed
for redemption; provided that the Corporation determines, in its business
judgment, that the obligation to pay such Additional Amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution of
the obligor under the Designated Securities. No redemption pursuant to (2) above
may be made unless the Corporation shall have received an opinion of independent
counsel to the effect that an act taken by a taxing authority of the United
States results in a substantial probability that it will or may be required to
pay Additional Amounts and the Corporation shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating that based on such
opinion the Corporation is entitled to redeem the Designated Securities pursuant
to their terms.
10. The Corporation shall have no obligation to redeem, purchase or
repay the Designated Securities pursuant to any sinking fund or analogous
provision or at the option of the Holder thereof.
11. The Designated Securities shall be issued in the form of one or
more fully registered Global Securities in registered form and deposited with,
or on behalf of, the Depository Trust Company, New York ("DTC"), and registered
in the name of Cede & Co., DTC's nominee. The securities will not be issued in
definitive form. If any of the Euroclear System ("Euroclear"), Clearstream
Banking Societe anonyme ("Clearstream Luxembourg") or DTC notifies the
Corporation that it is unwilling or unable to continue as a clearing system in
connection with the Global Securities or, in the case of DTC only, DTC ceases to
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and in each case a successor clearing system is not appointed by the
Corporation within 90 days after receiving such notice from Euroclear,
Clearstream Luxembourg or DTC or on becoming aware that DTC is no longer so
registered, the Corporation will issue or cause to be issued individual
certificates in registered form on registration of transfer of, or in exchange
for, book-entry interests in the Designated Securities represented by such
Global Securities upon delivery of such Global Securities for cancellation. In
the event definitive Designated Securities are issued, the Corporation will
promptly appoint a paying agent and transfer agent in Luxembourg. The
Corporation will publish the name of the Luxembourg paying agent and transfer
agent in Luxembourg. In the event definitive Designated Securities are issued,
the Holders thereof will be able to receive payments on the Designated
Securities and effect transfers of the Designated Securities at the offices of
the Luxembourg paying agent and transfer agent.
12. The Corporation will, subject to the exceptions and limitations set
forth below, pay as additional interest on the Designated Securities such
Additional Amounts as are necessary in order that the net payment by the
Corporation's paying agents of the principal of and interest on the Designated
Securities to a Holder who is a non-United States
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person (as defined below), after deduction for any present or future tax,
assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by withholding with
respect to the payment, will not be less than the amount provided in the
Designated Securities to be then due and payable; provided, however, that the
foregoing obligation to pay Additional Amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary Holder, being considered as:
(a) being or having been present or engaged in trade or
business in the United States or having or having had
a permanent establishment in the United States;
(b) having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
(c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
(d) being or having been a "10-percent shareholder" of
the Corporation as defined in Section 871 (h) (3) of
the United States Internal Revenue Code of 1986, as
amended (the "Code"), or any successor provision;
(2) to any Holder that is not the sole beneficial owner of the
Designated Securities, or a portion thereof, or that is a
fiduciary or partnership, but only to the extent that a
beneficiary or settlor with respect to the fiduciary, a
beneficial owner or member of the partnership would not have
been entitled to the payment of an Additional Amount had the
beneficiary, settlor, beneficial owner or member received
directly its beneficial or distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information
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reporting requirements concerning the nationality, residence,
identity or connection with the United States of the Holder or
beneficial owner of such Designated Securities, if compliance
is required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from such tax, assessment or other governmental
charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Corporation or a paying
agent from the payment;
(5) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Designated Security, if such
payment can be made without such withholding by any other
paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4),
(5), (6) and (7) above.
The Designated Securities are subject in all cases to any tax, fiscal
or other law or regulation or administrative or judicial interpretation
applicable thereto. Except as herein specifically provided, the Corporation will
not be required to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia) and its territories,
its possessions and other areas subject to its jurisdiction. "United States
person" means (1) any individual who is a citizen or resident of the United
States, (2) a corporation, partnership or other entity created or organized in
or under the laws of the United States or (3) any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source; and "non-United States person" means a person who is not a United States
person.
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13. The provisions of Article Twelve of the Indenture relating to
defeasance of Securities shall apply to the Designated Securities.
14. The Corporation's Luxembourg Stock Exchange listing agent shall be
BNP Paribas Luxembourg, 10A Boulevard Royal, L-2093 Luxembourg.
15. The Notes due 2005 shall be offered at an initial public offering
price equal to 99.875% of their principal amount, and in payment for the Notes
due 2005 the Corporation shall receive 99.525% of their principal amount
(99.875% of their principal amount less underwriting discounts and commissions
of 0.350%).
The Notes due 2010 shall be offered at an initial public offering price
equal to 99.853% of their principal amount, and in payment for the Notes due
2010 the Corporation shall receive 99.403% of their principal amount (99.853% of
their principal amount less underwriting discounts and commissions of 0.450%).
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Attachment A-1
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Visteon
Corporation or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
VISTEON CORPORATION
7.95% Notes due August 1, 2005
CUSIP No. 92839U AA 5
No. U.S. $
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VISTEON CORPORATION, a Delaware corporation (the "Corporation"), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Dollars ($ ) at the office of the
Trustee (as hereinafter defined), 14 Wall Street, 8th Floor, New York, NY 10005,
Attention: Global Corporate Trust Services, on August 1, 2005, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest on
said principal sum at the rate of 7.95% per annum at the office of the Trustee,
14 Wall Street, 8th Floor, New York, NY 10005, Attention: Global Corporate Trust
Services, in like coin or currency from August 3, 2000, semi-annually on
February 1 and August 1, until payment of said principal sum has been made or
duly provided for. The interest so payable on any February 1 or August 1 will,
subject to certain exceptions provided in the Indenture referred to below, be
paid to the person in whose name this Note is registered at the close of
business on the fifteenth day preceding each such February 1 or August 1 at the
office of the Trustee, 14 Wall Street, 8th Floor, New York, NY 10005, Attention:
Global Corporate Trust Services; at the option of the Corporation, interest may
be paid by check to the registered holder hereof entitled thereto at his, her or
its last address as it appears on the registry books, or by wire transfer of
immediately available funds if the registered Holder hereof holds U.S.
$10,000,000 or more in aggregate principal amount and sends wire transfer
instructions to the Trustee as required in the Indenture, and principal may be
paid by check to the registered Holder hereof or other person entitled thereto
against surrender of this Note.
This Note represents $ of the Corporation's 7.95% Notes due
August 1, 2005 (the "Securities"), all issued or to be issued under and pursuant
to an Indenture dated as of June 23, 2000 (the "Indenture"), duly executed and
delivered by the
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Corporation to Bank One Trust Company, N.A., Trustee (the "Trustee"), to which
Indenture and any indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Corporation and the Holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any) and may otherwise vary as provided
in the Indenture.
Initially, the Trustee will act as Paying Agent and Security Registrar.
The Corporation will, subject to the exceptions and limitations set
forth below, pay as additional interest on this Note such Additional Amounts as
are necessary in order that the net payment by the Corporation's paying agents
of the principal of and interest on this Note to a Holder who is a non-United
States person (as defined below), after deduction for any present or future tax,
assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by withholding with
respect to the payment, will not be less than the amount provided in this Note
to be then due and payable; provided, however, that the foregoing obligation to
pay Additional Amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary Holder, being considered as:
(a) being or having been present or engaged in trade or
business in the United States or having or having had
a permanent establishment in the United States;
(b) having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
(c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
(d) being or having been a "10-percent shareholder" of
the Corporation as defined in section 871 (h) (3) of
the United States
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Internal Revenue Code of 1986, as amended (the
"Code"), or any successor provision;
(2) to any Holder that is not the sole beneficial owner of this
Note, or a portion hereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an Additional Amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of this Note, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Corporation or a paying
agent from the payment;
(5) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on this Note, if such payment can be
made without such withholding by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4),
(5), (6) and (7) above.
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This Note is subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as herein specifically provided, the Corporation will not be required to
make any payment with respect to any tax, assessment or governmental charge
imposed by any government or a political subdivision or taxing authority thereof
or therein.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia) and its territories,
its possessions and other areas subject to its jurisdiction. "United States
person" means (1) any individual who is a citizen or resident of the United
States, (2) a corporation, partnership or other entity created or organized in
or under the laws of the United States, or (3) any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source; and "non-United States person" means a person who is not a United States
person.
In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Corporation and the
Trustee to execute a supplemental indenture to add any provisions to, change in
any manner or eliminate any provisions of, the Indenture or any existing
supplemental indenture, or to modify the rights of the Holders of the Securities
issued under either such Indenture or existing supplemental indenture, with the
consent of the Holders of not less than a majority in principal amount of the
Securities of all series at the time Outstanding that are affected by the
supplemental indenture to be executed (voting as one class) if the supplemental
Indenture to be executed does not:
i. (a) change the fixed maturity of any Securities, (b) reduce their
principal amount or premium, if any, (c) reduce the rate or extend the
time of payment of interest or any additional amounts payable on the
Securities, (d) reduce the amount due and payable upon acceleration of
the maturity of the Securities or the amount provable in bankruptcy or
(e) make the principal of, or any interest, premium or additional
amounts on, any Security payable in a coin or currency different from
that provided in the Security,
(ii) impair the right to initiate suit for the enforcement of any such
payment on or after the stated maturity of the Securities, or
(iii) reduce the requirement, stated above, for the consent of the
Holders of the Securities to any modification described above, or the
percentage required
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for the consent of the Holders to waive defaults, without the consent
of the Holder of each Security so affected.
The Indenture also contains provisions permitting the Corporation and
the Trustee to execute supplemental indentures without the consent of the
Holders of the Securities to (a) evidence the assumption by a successor
corporation of the obligations of the Corporation, (b) add covenants for the
protection of the Holders of the Securities, (c) add or change any of the
provisions of the Indenture to permit or facilitate the issuance of Securities
of any series in bearer form and to provide for the exchange of Securities in
bearer form with registered Securities, (d) cure any ambiguity or correct any
inconsistency in the Indenture or in a supplemental indenture, (e) transfer,
assign, mortgage or pledge any property to or with the Trustee, (f) establish
the form or terms of Securities of any series as permitted by the terms of the
Indenture, (g) evidence the acceptance of appointment by a successor trustee and
(h) change or eliminate provisions of the Indenture where the changes or
eliminations do not apply to any Security outstanding and become effective only
when there is no Security outstanding of a series created before the execution
of the supplemental indenture that is entitled to the benefit of the provision
being changed or eliminated.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, at the rate, and in the coin or currency,
herein prescribed.
The Securities may be redeemed in whole at any time, or in part from
time to time, at the option of the Corporation, at a redemption price equal to
the greater of (1) 100% of the principal amount of the Securities to be
redeemed, and (2) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable Treasury Rate plus 15 basis points, plus accrued and
unpaid interest on the principal amount being redeemed to redemption.
"TREASURY RATE" means, with respect to any redemption date, (1) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (2) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
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to the semi-annual equivalent yield-to-maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price of
such redemption date. The Treasury Rate will be calculated on the third Business
Day preceding the redemption date.
"BUSINESS DAY" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Securities to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Securities.
"INDEPENDENT INVESTMENT BANKER" means Goldman, Sachs & Co. and its
successor or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Corporation.
"COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"REFERENCE TREASURY DEALER" means (1) each of Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Corporation will substitute for such underwriter
another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer
selected by the Independent Investment Banker after consultation with the
Corporation.
"THE REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.
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If (1) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after the date of the Resolutions, the
Corporation becomes or will become obligated to pay Additional Amounts or (2)
any act is taken by a taxing authority of the United States on or after July 31,
2000, whether or not such act is taken with respect to the Corporation or any
affiliate, that results in a substantial probability that the Corporation will
or may be required to pay such Additional Amounts, then the Corporation may, at
its option, redeem, as a whole, but not in part, the Notes on not less than 30
nor more than 60 days' prior notice, at a redemption price equal to 100% of
their principal amount, together with interest accrued but unpaid thereon to the
date fixed for redemption; provided that the Corporation determines, in its
business judgment, that the obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Notes. No redemption pursuant to (2) above
may be made unless the Corporation shall have received an opinion of independent
counsel to the effect that an act taken by a taxing authority of the United
States results in a substantial probability that it will or may be required to
pay the Additional Amounts and the Corporation shall have delivered to the
Trustee a certificate, signed by a duly authorized officer, stating that based
on such opinion the Corporation is entitled to redeem the Notes pursuant to
their terms.
The Corporation shall have no obligation to redeem, purchase or repay
this Note pursuant to any sinking fund or analogous provision or at the option
of the Holder hereof.
This Note is subject to defeasance on the terms and conditions stated
in the Indenture.
Terms defined in the Indenture and not defined otherwise herein shall
have the respective meanings assigned thereto in the Indenture.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
in accordance with the Indenture.
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<PAGE> 15
WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.
Dated: August 3, 2000 VISTEON CORPORATION
By:
-------------------------------------
Name:
Title:
[SEAL]
By:
-------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED THEREIN REFERRED TO
IN THE WITHIN-MENTIONED INDENTURE.
BANK ONE TRUST COMPANY, N.A.,
AS TRUSTEE
By:
----------------------------
Authorized Signatory
15
<PAGE> 16
Attachment A-2
Unless this certificate is presented by an authorized representative of
the Depository Trust Company, a New York corporation ("DTC"), to Visteon
Corporation or its agent for registration or transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
VISTEON CORPORATION
8.25% Notes due August 1, 2010
CUSIP No. 92839U AB 3
No. U.S. $
--- -------------
VISTEON CORPORATION, a Delaware corporation (the "Corporation"), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Dollars ($ ) at the office of the Trustee (as
hereinafter defined), 14 Wall Street, 8th Floor, New York, NY 10005, Attention:
Global Corporate Trust Services, on August 1, 2010, in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest on said principal
sum at the rate of 8.25% per annum at the office of the Trustee, 14 Wall Street,
8th Floor, New York, NY 10005, Attention: Global Corporate Trust Services, in
like coin or currency from August 3, 2000, semi-annually on February 1 and
August 1, until payment of said principal sum has been made or duly provided
for. The interest so payable on any February 1 or August 1 will, subject to
certain exceptions provided in the Indenture referred to below, be paid to the
person in whose name this Note is registered at the close of business on the
fifteenth day preceding each such February 1 or August 1 at the office of the
Trustee, 14 Wall Street, 8th Floor, New York, NY 10005, Attention: Global
Corporate Trust Services; at the option of the Corporation, interest may be paid
by check to the registered holder hereof entitled thereto at his, her or its
last address as it appears on the registry books, or by wire transfer of
immediately available funds if the registered Holder hereof holds U.S.
$10,000,000 or more in aggregate principal amount and sends wire transfer
instructions to the Trustee as required in the Indenture, and principal may be
paid by check to the registered Holder hereof or other person entitled thereto
against surrender of this Note.
This Note represents $ of the Corporation's 8.25% Notes due August
1, 2010 (the "Securities"), all issued or to be issued under and pursuant to an
Indenture dated as of June 23, 2000 (the "Indenture"), duly executed and
delivered by the
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<PAGE> 17
Corporation to Bank One Trust Company, N.A., Trustee (the "Trustee"), to which
Indenture and any indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Corporation and the Holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any) and may otherwise vary as provided
in the Indenture.
Initially, the Trustee will act as Paying Agent and Security Registrar.
The Corporation will, subject to the exceptions and limitations set
forth below, pay as additional interest on this Note such Additional Amounts as
are necessary in order that the net payment by the Corporation's paying agents
of the principal of and interest on this Note to a Holder who is a non-United
States person (as defined below), after deduction for any present or future tax,
assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by withholding with
respect to the payment, will not be less than the amount provided in this Note
to be then due and payable; provided, however, that the foregoing obligation to
pay Additional Amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary Holder, being considered as:
(a) being or having been present or engaged in trade or
business in the United States or having or having had
a permanent establishment in the United States;
(b) having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
(c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
(d) being or having been a "10-percent shareholder" of
the Corporation as defined in section 871 (h) (3) of
the United States
17
<PAGE> 18
Internal Revenue Code of 1986, as amended (the
"Code"), or any successor provision;
(2) to any Holder that is not the sole beneficial owner of this
Note, or a portion hereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an Additional Amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of this Note, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Corporation or a paying
agent from the payment;
(5) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on this Note, if such payment can be
made without such withholding by any other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4),
(5), (6) and (7) above.
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<PAGE> 19
This Note is subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as herein specifically provided, the Corporation will not be required to
make any payment with respect to any tax, assessment or governmental charge
imposed by any government or a political subdivision or taxing authority thereof
or therein.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia) and its territories,
its possessions and other areas subject to its jurisdiction. "United States
person" means (1) any individual who is a citizen or resident of the United
States, (2) a corporation, partnership or other entity created or organized in
or under the laws of the United States, or (3) any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source; and "non-United States person" means a person who is not a United States
person.
In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Corporation and the
Trustee to execute a supplemental indenture to add any provisions to, change in
any manner or eliminate any provisions of, the Indenture or any existing
supplemental indenture, or to modify the rights of the Holders of the Securities
issued under either such Indenture or existing supplemental indenture, with the
consent of the Holders of not less than a majority in principal amount of the
Securities of all series at the time Outstanding that are affected by the
supplemental indenture to be executed (voting as one class) if the supplemental
Indenture to be executed does not:
i. (a) change the fixed maturity of any Securities, (b) reduce their
principal amount or premium, if any, (c) reduce the rate or extend the
time of payment of interest or any additional amounts payable on the
Securities, (d) reduce the amount due and payable upon acceleration of
the maturity of the Securities or the amount provable in bankruptcy or
(e) make the principal of, or any interest, premium or additional
amounts on, any Security payable in a coin or currency different from
that provided in the Security,
(ii) impair the right to initiate suit for the enforcement of any such
payment on or after the stated maturity of the Securities, or
(iii) reduce the requirement, stated above, for the consent of the
Holders of the Securities to any modification described above, or the
percentage required
19
<PAGE> 20
for the consent of the Holders to waive defaults, without the consent
of the Holder of each Security so affected.
The Indenture also contains provisions permitting the Corporation and
the Trustee to execute supplemental indentures without the consent of the
Holders of the Securities to (a) evidence the assumption by a successor
corporation of the obligations of the Corporation, (b) add covenants for the
protection of the Holders of the Securities, (c) add or change any of the
provisions of the Indenture to permit or facilitate the issuance of Securities
of any series in bearer form and to provide for the exchange of Securities in
bearer form with registered Securities, (d) cure any ambiguity or correct any
inconsistency in the Indenture or in a supplemental indenture, (e) transfer,
assign, mortgage or pledge any property to or with the Trustee, (f) establish
the form or terms of Securities of any series as permitted by the terms of the
Indenture, (g) evidence the acceptance of appointment by a successor trustee and
(h) change or eliminate provisions of the Indenture where the changes or
eliminations do not apply to any Security outstanding and become effective only
when there is no Security outstanding of a series created before the execution
of the supplemental indenture that is entitled to the benefit of the provision
being changed or eliminated.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, at the rate, and in the coin or currency,
herein prescribed.
The Securities may be redeemed in whole at any time, or in part from
time to time, at the option of the Corporation, at a redemption price equal to
the greater of (1) 100% of the principal amount of the Securities to be
redeemed, and (2) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable Treasury Rate plus 15 basis points, plus accrued and
unpaid interest on the principal amount being redeemed to redemption.
"TREASURY RATE" means, with respect to any redemption date, (1) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (2) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
20
<PAGE> 21
to the semi-annual equivalent yield-to-maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price of
such redemption date. The Treasury Rate will be calculated on the third Business
Day preceding the redemption date.
"BUSINESS DAY" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Securities to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Securities.
"INDEPENDENT INVESTMENT BANKER" means Goldman, Sachs & Co. and its
successor or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Corporation.
"COMPARABLE TREASURY PRICE" means (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"REFERENCE TREASURY DEALER" means (1) each of Goldman, Sachs & Co.,
Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. and their
respective successors, provided, however, that if any of the foregoing shall
cease to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Corporation will substitute for such underwriter
another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer
selected by the Independent Investment Banker after consultation with the
Corporation.
"THE REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.
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<PAGE> 22
If (1) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after July 31, 2000, the Corporation
becomes or will become obligated to pay Additional Amounts or (2) any act is
taken by a taxing authority of the United States on or after July 31, 2000,
whether or not such act is taken with respect to the Corporation or any
affiliate, that results in a substantial probability that the Corporation will
or may be required to pay such Additional Amounts, then the Corporation may, at
its option, redeem, as a whole, but not in part, the Notes on not less than 30
nor more than 60 days' prior notice, at a redemption price equal to 100% of
their principal amount, together with interest accrued but unpaid thereon to the
date fixed for redemption; provided that the Corporation determines, in its
business judgment, that the obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Notes. No redemption pursuant to (2) above
may be made unless the Corporation shall have received an opinion of independent
counsel to the effect that an act taken by a taxing authority of the United
States results in a substantial probability that it will or may be required to
pay the Additional Amounts and the Corporation shall have delivered to the
Trustee a certificate, signed by a duly authorized officer, stating that based
on such opinion the Corporation is entitled to redeem the Notes pursuant to
their terms.
The Corporation shall have no obligation to redeem, purchase or repay
this Note pursuant to any sinking fund or analogous provision or at the option
of the Holder hereof.
This Note is subject to defeasance on the terms and conditions stated
in the Indenture.
Terms defined in the Indenture and not defined otherwise herein shall
have the respective meanings assigned thereto in the Indenture.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
in accordance with the Indenture.
22
<PAGE> 23
WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.
Dated: August 3, 2000 VISTEON CORPORATION
By:
-------------------------------------
Name:
Title:
[SEAL]
By:
-------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED THEREIN REFERRED TO
IN THE WITHIN-MENTIONED INDENTURE.
BANK ONE TRUST COMPANY, N.A.,
AS TRUSTEE
By:
---------------------------
Authorized Signatory
23
