EXHIBIT 4.02
VISTEON CORPORATION
and
X.X.XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
SUPPLEMENTAL INDENTURE
Dated as of March 10, 2004
Supplement to Amended and Restated Indenture
dated as of March 10, 2004
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of the 10th day of March, 2004 between
VISTEON CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter sometimes called the "Corporation"), party of
the first part, and X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION, a banking
association duly incorporated and exiting under the laws of the United States of
America, as trustee hereunder (hereinafter sometimes called the "Trustee," which
term shall include any successor trustee appointed pursuant to Article Seven of
the Indenture referred to below).
RECITALS
WHEREAS, the Corporation has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture") dated as of March 10, 2004, providing for
the issuance, from time to time, of securities (the "Securities") evidencing its
unsecured indebtedness; and
WHEREAS, pursuant to Sections 2.02 and 2.03 of the Indenture the
Corporation and the Trustee may enter into indentures supplemental to the
Indenture for, among other things, the purpose of establishing the form and
terms of Securities of any series (the "Supplemental Indenture"); and
WHEREAS, no Securities have been issued under the Indenture and there
do not currently exist any Holders;
WHEREAS, the Company desires to issue a series of senior debt
securities under the Indenture, and has duly authorized the creation and
issuance of such debt securities and the execution and delivery of this
Supplemental Indenture;
WHEREAS, the Company and the Trustee deem it advisable to enter into
this Supplemental Indenture for the purposes of establishing the terms of such
debt securities and providing for the rights, obligations and duties of the
Trustee with respect to such debt securities;
WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by a resolution of the Securities Pricing Committee established
and granted the authority to do so by the Board of Directors of the Company;
WHEREAS pursuant to Section 10.01 of the Indenture, the Trustee and the
Corporation are authorized to execute and deliver this Supplemental Indenture;
WHEREAS, all conditions and requirements of the Indenture necessary to
make this Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the mutual promises and agreements herein contained,
the Company and the Trustee covenant and agree, for the equal and proportionate
benefit of all Holders of the Notes, as follows:
ARTICLE ONE
CREATION OF THE NOTES
Section 1.1 Designation of the Series. Pursuant to the terms
hereof and Sections 2.01 of the Indenture, the Company hereby creates a series
of its debt securities designated as the "7.00% Notes due 2014" (the "Notes"),
which Notes shall be deemed "Securities" for all purposes under the Indenture.
Section 1.2 Limit on Amount of Series; Issuance of Additional
Notes. The Securities initially shall be limited to an aggregate principal
amount of $450,000,000 (except in each case for Securities authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu of,
other Securities of or within the Series pursuant to Section 2.05, 2.06, 2.07,
3.02 or 10.04 of the Indenture); provided, the Corporation may increase such
aggregate principal amount upon the action of the Board to do so from time to
time.
Section 1.3 Payment of Principal Amount. The dates on which
the principal amount of the Securities shall be payable shall be March 10, 2014.
Section 1.4 Payment of Interest. The rate at which the
Securities shall bear interest shall be 7.00% per annum. 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 Securities shall be March 10, 2004. The
Interest Payment Dates on which such interest shall be payable shall be March 10
and September 10 of each year, commencing September 10, 2004. 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.
Section 1.5 Place of Payment. The place or places where the
principal of (and premium, if any) and interest on the Securities shall be
payable shall be the office of the Trustee, 0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: 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.
Section 1.6 Optional Redemption. The Securities 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
3
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 50 basis points, 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.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
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 notes 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 notes.
"INDEPENDENT INVESTMENT BANKER" means X.X. Xxxxxx Securities Inc. and
Citigroup Global Markets Inc. and their respective successors or, if both such
firms are 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
4
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"REFERENCE TREASURY DEALER" means (1) each of X.X. Xxxxxx Securities
Inc. and Citigroup Global Markets 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
Company 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.
Section 1.7 No Sinking Fund. The Corporation shall have no
obligation to redeem, purchase or repay the Securities pursuant to any sinking
fund or analogous provision or at the option of the Holder thereof.
Section 1.8 Form of Notes. The form of Security for the Notes
shall be as set forth on Exhibit A.
Section 1.9 Depository for Global Securities. The 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.
Section 1.10 Defeasance. The provisions of Article XII of the
Indenture relating to defeasance of Securities shall apply to the Securities.
ARTICLE TWO
APPOINTMENT OF THE TRUSTEE FOR THE NOTES
Section 2.1 Appointment of Trustee; Acceptance by Trustee.
Pursuant and subject to the Indenture, the Company and the Trustee hereby
constitute the Trustee as trustee to act on behalf of the Holders of the Notes.
By execution, acknowledgment and delivery of this Supplemental Indenture, the
Trustee hereby accepts appointment as trustee with respect to the Notes, and
agrees to perform such trusts upon the terms and conditions set forth in the
Indenture and in this Supplemental Indenture.
Section 2.2 Rights, Powers, Duties and Obligations of the
Trustee. Any rights, powers, duties and obligations by any provisions of the
Indenture
5
conferred or imposed upon the Trustee shall, insofar as permitted by law, be
conferred or imposed upon and exercised or performed by the Trustee with respect
to the Notes.
ARTICLE THREE
DEFINITIONS
Section 3.1 Definition of Terms. Unless otherwise provided
herein or unless the context otherwise requires: (a) a term defined in the
Indenture has the same meaning when used in this Supplemental Indenture; (b) a
term defined anywhere in this Supplemental Indenture has the same meaning
throughout; (c) the singular includes the plural and vice versa; and (d)
headings are for convenience of reference only and do not affect interpretation.
ARTICLE FOUR
COVENANTS
Section 4.1 No New Covenants. The Notes are subject only to
the covenants of the Company contained in the Indenture.
ARTICLE FIVE
MISCELLANEOUS
Section 5.1 Application of Supplemental Indenture. Each and
every term and condition contained in the Supplemental Indenture that modifies,
amends or supplements the terms and conditions of the Indenture shall apply only
to the Notes created hereby and not to any future series of Securities
established under the Indenture.
Section 5.2 Benefits of Supplemental Indenture. Nothing
contained in this Supplemental Indenture shall or shall be construed to confer
upon any person other than a Holder of the Notes, the Company and the Trustee
any right or interest to avail itself, himself or herself as the case may be, of
any benefit under any provision of the Indenture or this Supplemental Indenture.
Section 5.3 Effective Date. This Supplemental Indenture shall
be effective as of the date first above written and upon the execution and
delivery hereof by each of the parties hereto.
Section 5.4 Governing Law. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York.
Section 5.5 Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed
6
to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 5.6 Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the construction
hereof.
Section 5.7 Separability Clause. In case any provision in this
Supplemental Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first above written.
Dated: March 10, 2004
VISTEON CORPORATION
By: /s/ Xxxxx Look
-------------------------------
Name: Xxxxx Look
Title: Vice President and Treasurer
X.X. XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION, as
Trustee
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
7
Exhibit A
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
7.00% Notes due 2014
CUSIP No. 92839U AC 1
REGISTERED PRINCIPAL AMOUNT
No. 1 U.S. $450,000,000
VISTEON CORPORATION, a Delaware corporation (the "Corporation"), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Four Hundred and Fifty Million Dollars ($450,000,000) at the
office of the Trustee (as hereinafter defined), 4 New York Plaza, 18th Floor,
New York, New York 10004, Attention: Corporate Trust Services, on March 10,
2014, 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 7.00% per annum at the
office of the Trustee, 0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Corporate Trust Services, in like coin or currency commencing on
September 10, 2004, semi-annually on March 10 and September 10, until payment of
said principal sum has been made or duly provided for. The interest so payable
on any March 10 or September 10 will, subject to certain exceptions provided in
the Indenture referred to below, by paid to the person in whose name this Note
is registered at the close of business on the fifteenth day preceding each such
March 10 or September 10 at the office of the Trustee, 0 Xxx Xxxx Xxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: 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 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.
The Note represents $450,000,000 of the Corporation's 7.00% Notes due
2014 (the "Securities"), all issued or to be issued under and pursuant to an
Indenture dated as of March 10, 2004 (the "Base Indenture"), duly executed and
delivered by the Corporation to X.X. Xxxxxx Trust Company, National Association,
as successor to Bank One Trust Company, N.A., Trustee (the "Trustee"), and the
Supplemental Indenture, dated as of March 10, 2004 (the "Supplemental
Indenture"), duly executed and delivered by the Corporation to the Trustee (and,
together with the Indenture, the "Indenture") 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.
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 aggregate 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), provided, however,
that the consent of Holder of each Security is required if the supplemental
indenture to be executed:
(i) (a) changes the fixed maturity of the Securities, (b) reduces
their principal amount (or premium, if any), (c) reduces the rate or extends the
time of payment of any interest or any Additional Amounts payable on the
Securities, (d) reduces the amount due and payable upon acceleration of the
maturity of the Securities or the amount provable in bankruptcy, or (e) makes
the principal of (premium, if any), or any interest, if any, or Additional
Amounts, if any, on any Security payable in any coin or currency other than that
provided in the Security;
(ii) impairs the right to initiate suit for the enforcement of any such
payment on or after the stated maturity of the Securities (or, in the case of
redemption, on or after the redemption date for such Security; or
9
(iii) reduces the percentage of Securities, the consent of the Holders
of which is required for any such supplemental indenture, or the percentage
required for the consent of the Holders to waive defaults.
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) evidence the
acceptance of appointment by a successor trustee, (g) establish the form or
terms of Securities of any series as permitted by the terms of the Indenture,
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 the 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 50 basis points, 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.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
10
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.
"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 notes 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 notes.
"INDEPENDENT INVESTMENT BANKER" means X.X. Xxxxxx Securities Inc. and
Citigroup Global Markets Inc. and their respective successors or, if both such
firms are 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 X.X. Xxxxxx Securities
Inc. and Citigroup Global Markets 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
Company 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.
11
The Corporation shall have no obligations 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.
12
WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.
Dated: March 10, 2004 VISTEON CORPORATION,
By:
________________________________
Name:
Title:
[SEAL]
By:
____________________________
Name:
Title: Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED TO IN
THE WITHIN-MENTIONED INDENTURE.
X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE
By:
_____________________________
Authorized Signatory
