Exhibit 1.02
PRICING AGREEMENT
X.X. Xxxxxx Securities Inc.
Citigroup Global Markets Inc.
As Representatives of the
several Underwriters listed in
Schedule I hereto
c/o X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 3, 2004
Ladies and Gentlemen:
Visteon Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 3, 2004 (the "Underwriting Agreement"),
between the Company on the one hand and yourselves, on the other hand, to issue
and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
7.00% Notes due 2014 specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Pricing Agreement to the same extent as if such provisions had been
set forth in full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty which refers to
the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be
a representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined) and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
A supplement to the Prospectus relating to the Designated
Securities, in the form heretofore delivered to you, is now proposed to be filed
with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and
not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the name of such
Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us one for the Company and each of the Representatives
plus one for each counsel counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on the part of the Representatives as to the authority of the signers
thereof.
Very truly yours,
VISTEON CORPORATION
By: /s/ Xxxxx Look
----------------------------
Name: Xxxxx Look
Title: Vice President and Treasurer
Accepted as of the date hereof:
X.X. XXXXXX SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC.
As Representatives of the
several Underwriters listed in
Schedule I hereto
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
X.X. XXXXXX SECURITIES INC.
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
-----------------------------
CITIGROUP GLOBAL MARKETS INC.
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
SCHEDULE I
PRINCIPAL AMOUNT OF DESIGNATED
SECURITIES TO BE
UNDERWRITER PURCHASED
----------- ---------
X.X. Xxxxxx Securities Inc. $148,500,000
Citigroup Global Markets Inc. 121,500,000
Deutsche Bank Securities Inc. 36,000,000
UBS Securities LLC 36,000,000
Credit Suisse First Boston Inc. 36,000,000
Xxxxxx Xxxxxxx & Co. Incorporated 13,500,000
BNP Paribas Securities Corp. 9,000,000
Lazard Freres & Co. LLC 9,000,000
HSBC Securities (USA) Inc. 9,000,000
Comerica Securities 9,000,000
Scotia Capital (USA) Inc. 9,000,000
Banc One Capital Markets, Inc. 9,000,000
BNY Capital Markets, Inc. 4,500,000
-------------
Total $450,000,000
=============
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7.00% Notes due March 10, 2014
AGGREGATE PRINCIPAL AMOUNT:
$450,000,000
PRICE TO PUBLIC:
99.957% of the principal amount of the Designated Securities, plus
accrued interest, if any, from March 10, 2004.
PURCHASE PRICE BY UNDERWRITERS:
98.607% of the principal amount of the Designated Securities, plus
accrued interest, if any, from March 10, 2004.
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10:00 a.m., New York City time, March 10, 2004
INDENTURE:
Amended and Restated Indenture dated March 10, 2004 between the
Company and X.X. Xxxxxx Trust Company, National Association, as
successor to Bank One Trust Company, N.A., as Trustee.
MATURITY:
March 10, 2014
INTEREST RATE:
7.00%
INTEREST PAYMENT DATES:
Semi-annually on the 10th of every March and September, commencing
September 10, 2004
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed in whole at any time or in
part from time to time, at the option of the Company, at a redemption
price equal to the greater of (1) 100% of the principal amount of the
Designated Securities to be redeemed, and (2) the sum of the present
values of the remaining scheduled payments of principal and interest on
the Designated Securities to be redeemed discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 50 basis points,
plus accrued and unpaid interest on the principal amount being redeemed
to the redemption date.
SUBORDINATION:
No subordination provisions.
SINKING FUND PROVISIONS:
No sinking fund provisions.
DEFEASANCE PROVISIONS:
As provided in the Indenture.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Xxxxxxx xx Xxxxx & Xxxxxxx XXX, Xxxxxxx, Xxxxxxxx.
ADDITIONAL CLOSING CONDITIONS:
None.
NAMES AND ADDRESSES OF REPRESENTATIVES:
X.X. Xxxxxx Securities Inc. Citigroup Global Markets Inc.
000 Xxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
