Exhibit 10.2
AMENDMENT AND WAIVER
AMENDMENT AND
WAIVER, dated as of May 20, 2005 (this “ Amendment
and Waiver ”), to the Five-Year Term Loan Credit
Agreement, dated as of June 25, 2002 (as amended, supplemented
or otherwise modified from time to time, the “ Credit
Agreement ”), among Visteon Corporation, a Delaware
corporation (the “ Company ”), the several banks
and other financial institutions or entities from time to time
party thereto (the “ Banks ”), JPMorgan Chase
Bank, N.A., as administrative agent (in such capacity, the “
Administrative Agent ”), and Bank of America N.A., as
syndication agent.
W I T N E S
S E T H :
WHEREAS, the
Company has requested that the Banks amend and waive the Credit
Agreement in the manner provided for herein; and
WHEREAS, the
Required Banks are willing to provide the requested amendments and
waivers but only on the terms and conditions set forth
herein;
NOW, THEREFORE,
the parties hereto hereby agree as follows:
1.
Defined Terms . Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement are used herein as
therein defined.
2.
Amendment . Section 1 of the Credit Agreement is hereby
amended by deleting the references to “137.5” and
“37.5” basis points (under the headings
“Eurocurrency Margin” and “Base Rate
Margin”, respectively) in the final row of the table in the
definition of “Pricing Grid” appearing in such Section
and substituting in lieu thereof references to “275”
and “175” basis points, respectively.
3.
Waiver . The Required Banks hereby waive compliance, until
July 29, 2005, by the Company with the requirements of
Section 7.1(b) of the Credit Agreement with respect to the
quarterly period ended March 31, 2005.
4.
Conditions to Effectiveness . This Amendment and Waiver
shall become effective (the “ Effective Date ”)
on the date on which the Administrative Agent shall have received:
(a) this Amendment and Waiver, executed and delivered by the
Administrative Agent, the Company, the Special Purpose Borrower and
the Required Banks, (b) evidence satisfactory to the
Administrative Agent that amendments and waivers to each of the
Five-Year Revolving Loan Credit Agreement, dated as of
June 20, 2002, among the Company, the several banks from time
to time parties thereto and JPMorgan Chase Bank, N.A., as
administrative agent, and the 364
