EXHIBIT 10.24.1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 16, 2004 (this "First
Amendment"), to and under the Five-Year Revolving Loan Credit Agreement, dated
as of June 20, 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 parties thereto (the "Banks"), BANK OF AMERICA,
N.A., as syndication agent (in such capacity, the "Syndication Agent") and
JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase Bank), as administrative agent
for the Banks (in such capacity, the "Administrative Agent").
WITNESSETH:
WHEREAS, the Company, the Banks, the Syndication Agent and the
Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Company has requested that the Banks amend the Credit
Agreement as set forth herein;
WHEREAS, the Required Banks and the Administrative Agent are willing
to agree to such amendment to and under the Credit Agreement, subject to the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the Company, the Required Banks and the
Administrative Agent 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 to Section 1 (Definitions). Section 1 of the Credit
Agreement is hereby amended by deleting the "L/C Commitment" definition in its
entirety and substituting in lieu thereof the following:
"L/C Commitment" means $200,000,000.
3. Representations and Warranties. The Company hereby confirms,
reaffirms and restates the representations and warranties set forth in Section 6
of the Credit Agreement, except to the extent that such representations and
warranties expressly relate to an earlier date. The Company represents and
warrants that, both immediately before and immediately after giving effect to
this First Amendment, no Event of Default or Event of Default-Bankruptcy has
occurred and is continuing.
4. Effectiveness. This First Amendment shall become effective upon
(a) the Administrative Agent receiving counterparts of this First Amendment duly
executed by the Company and the Required Banks and (b) the payment of all
reasonable expenses of the Administrative Agent for which invoices have been
presented (including the invoices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) on or
before the date hereof.
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5. Continuing Effect of the Credit Agreement. This First Amendment
shall not constitute an amendment of any other provision of the Credit Agreement
not expressly referred to herein and shall not be construed as a waiver or
consent to any further or future action on the part of the Company that would
require a waiver or consent of the Banks or the Administrative Agent. Except as
expressly amended hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect.
6. Counterparts. This First Amendment may be executed by the parties
hereto in any number of separate counterparts, each of which shall be deemed to
be an original, and all of which taken together shall be deemed to constitute
one and the same instrument. This First Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.
7. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered in New York, New York by their
respective proper and duly authorized officers as of the day and year first
above written.
VISTEON CORPORATION
By: /s/ Xxxxx Look
----------------
Name: Xxxxx Look
Title: Vice President and Treasurer
JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan
Chase Bank),
as Administrative Agent and as a Bank
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
BANK OF AMERICA, N.A.,
as Syndication Agent and as a Bank
By: /s/ Xxxx XxXxxxxx
--------------------
Name: Xxxx XxXxxxxx
Title: Senior Vice President
