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Agreement To Amend And Restate Credit Agreement

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Sectors: Automotive and Transport Equipment
Governing Law: New York, View New York State Laws
Effective Date: April 10, 2007
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AGREEMENT TO AMEND AND RESTATE, dated as of April 10, 2007 (this "Agreement"), among certain of those lenders (the "Lenders") party to the Existing Credit Agreement (as defined below) immediately prior to the Restatement Effective Date (as defined below), Visteon Corporation, a Delaware corporation (the "Borrower"), Citicorp USA, Inc., as syndication agent (in such capacity, the "Syndication Agent") and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings provided such terms in the Existing Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders from time to time parties thereto, the Syndication Agent, the Administrative Agent, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, are parties to a Credit Agreement, dated as of June 13, 2006 (as in effect immediately prior to the Restatement Effective Date, the "Existing Credit Agreement");

WHEREAS, the Borrower has requested that the Lenders amend and restate the Existing Credit Agreement as provided in this Agreement and that the Lenders with Additional Term Commitments (as defined below) make available the Additional Term Loans (as defined below); and

WHEREAS, the Lenders with Additional Term Commitments are willing to provide the Additional Term Loans and the Lenders are willing to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein.

NOW THEREFORE, subject to the terms and conditions of this Agreement, the parties hereto agree as follows:

1. The parties hereto hereby agree that on the Restatement Effective Date (as defined below) the Existing Credit Agreement shall be amended and restated in the form attached hereto as Annex I (as so amended and restated, the "Restated Credit Agreement"). It is understood and agreed that the Restated Credit Agreement will be dated as of the Restatement Effective Date.

2. (a) Each Lender (an "Additional Term Lender") with an additional term commitment specified opposite its name on Schedule I hereto (an "Additional Term Commitment") agrees to make a term loan (an "Additional Term Loan") on the Restatement Effective Date (as defined below) to the Borrower in the principal amount specified as its Additional Term Commitment, which Additional Term Loans (i) shall not exceed, in the aggregate, $500,000,000, (ii) shall be made on the Restatement Effective Date, (iii) shall be treated as "Term Loans" for all purposes under the Restated Credit Agreement, except that (A) the Term Loans made under the Existing Credit Agreement were borrowed on the Closing Date and on November 27, 2006 and the Additional Term Loans made under this Agreement are to be

borrowed on the Restatement Effective Date and (B) the maturity date of the Additional Term Loans shall be December 13, 2013, (iv) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, all in accordance with the terms of the Restated Credit Agreement and, without limiting the foregoing, on the same terms as are applicable to the Term Loans under the Existing Credit Agreement, (iv) may be repaid or prepaid in accordance with the provisions of the Restated Credit Agreement, but once repaid or prepaid may not be reborrowed, in each case on the same terms and conditions as are applicable to the Term Loans under the Existing Credit Agreement, and (v) will be made available in accordance with Section 2.1 of the Restated Credit Agreement. Subject to the first sentence of this Section 2(a), the Additional Term Lenders shall make Additional Term Loans on a pro rata basis in accordance with their respective Additional Term Commitments to the Borrower.

(b) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M, New York City time, three Business Days prior to the anticipated Restatement Effective Date) requesting that the Additional Term Lenders make the Additional Term Loans on the Restatement Effective Date and specifying the amount to be borrowed. The Term Loans made on the Restatement Effective Date shall initially be Eurodollar Loans having an Interest Period of one month. Upon receipt of such notice the Administrative Agent shall promptly notify each Additional Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Restatement Effective Date each Additional
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