Exhibit 10.2
AGREEMENT TO AMEND AND RESTATE
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 X.X. Xxxxxx
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 Term Lender shall make
available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the Additional Term Loan to be made by such
Lender. The Administrative Agent shall credit the account of the Borrower on the
books of such office of the Administrative Agent with the aggregate of the
amounts made available to the Administrative Agent by the Additional Term
Lenders in immediately available funds. On the Restatement Effective Date, the
Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as
of such date (with such reborrowing to consist of Eurodollar Loans consistent
with the notice delivered by the Borrower pursuant to this Section 2(b). The
Additional Term Lenders shall be entitled to the benefits of Section 2.14 of the
Existing Credit Agreement with respect to any failure to borrow the Additional
Term Loans after such notice has been given notwithstanding that the Restatement
Effective has not occurred.
3. The Lenders hereby direct and authorize JPMorgan Chase Bank,
N.A., as Administrative Agent, to effect amendments reasonably satisfactory to
the Administrative Agent to the Loan Documents (other than the Existing Credit
Agreement) to give effect to the Restated Credit Agreement.
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4. This Agreement shall become effective (the "AAR Effective Date")
on the date on which the Administrative Agent shall have received executed
counterparts to this Agreement from Holdings, the Borrower, the Required Lenders
under the Existing Credit Agreement, and each Additional Term Lender.
5. The Restated Credit Agreement shall become effective on the date
on which all of the conditions specified below shall have been satisfied or
waived (the "Restatement Effective Date"):
(a) Loan Documents: The Administrative Agent shall have received (i)
executed counterparts to this Agreement from Holdings, the Borrower, the
Required Lenders under the Existing Credit Agreement, and each Additional Term
Lender, (ii) executed counterparts to a Reaffirmation Agreement, in the form
attached hereto as Annex II, from all parties thereto and any amendments or
acknowledgments to the Security Documents (including, without limitation, the
schedules thereto) as the Administrative Agent deems reasonably necessary or
appropriate in order to provide the benefits thereof to the Loans and the
obligations of the Loan Parties in connection therewith on the same basis as
such benefits are provided to the Lenders for the purpose of securing
obligations outstanding under the Existing Credit Agreement and (iii) executed
counterparts to an amendment to the Intercreditor Agreement containing terms and
conditions reasonably satisfactory to the Administrative Agent.
(b) Legal Opinion. The Administrative Agent shall have received an
executed legal opinion of Xxxxxxxx & Elis LLP, counsel for the Borrower and the
Guarantors, in form and substance reasonably acceptable to the Administrative
Agent.
(c) Closing Certificates. The Administrative Agent shall have
received a certificate of each Person that is a Loan Party as of the Restatement
Effective Date, dated the Restatement Effective Date, substantially in the form
of Exhibit H attached to the Restated Credit Agreement, with appropriate
insertions, executed by the Chief Executive Officer, President or any Vice
President, Chief Financial Officer, Treasurer or any Assistant Treasurer and the
Secretary or any Assistant Secretary of such Loan Party (attaching any
additional documents required by 5(e) below and, in the case of any such Person
that was a Loan Party as of the Closing Date, confirming that there have not
been any amendments or modifications to the organization documents of such
Person since the Closing Date).
(d) Corporate Proceedings. The Administrative Agent shall have
received a copy of the resolutions, in form and substance reasonably
satisfactory to the Administrative Agent, of the Board of Directors (or other
analogous body) of each Person that is a Loan Party as of the Restatement
Effective Date (or a duly authorized committee thereof) authorizing the
execution, delivery and performance of this Agreement (and any agreements
relating thereto) to which it is a party.
(e) Corporate Documents. The Administrative Agent shall have
received true and complete copies of the organization documents of (A) each
Person that is a Loan Party as of the Restatement Effective Date and was not a
Loan Party as of the Closing Date or (B) each Person that was a Loan Party as of
the Closing Date and remains a Loan Party as of the Restatement
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Effective Date which Person's organizational documents have been amended or
modified since the Closing Date.
(f) Fees and Expenses. The fees in the amounts previously agreed in
writing by the parties to this Agreement to be received on the Restatement
Effective Date and all reasonable out-of-pocket expenses (including the
reasonable fees, disbursements and other charges of counsel) for which invoices
have been presented on or prior to the Restatement Effective Date shall have
been paid in full.
(g) Amendment to ABL Credit Agreement. The Credit Agreement dated as
of August 14, 2006 governing the Borrower's asset based revolving credit
facility (the ABL Credit Agreement") shall have been amended, and such amendment
shall have become effective on the Restatement Effective Date, in each case on
terms and conditions reasonably satisfactory to the Administrative Agent.
(h) No Default; Representations and Warranties. On the Restatement
Effective Date (before and immediately after giving effect to the transactions
contemplated by this Agreement), (a) no Default or Event of Default shall have
occurred and be continuing and (b) all representations and warranties made by
any Loan Party contained herein or in the Existing Credit Agreement or the other
Loan Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the date of the Restatement Effective Date (except where such representations
and warranties expressly relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects as of such earlier date); provided however that for purposes of this
Agreement(i) the reference to "the date hereof" in Section 3.1 of the Existing
Credit Agreement is hereby deemed to refer to the Closing Date and (ii) the date
in Section 3.2 is hereby deemed to refer to "December 31, 2006" instead of
"December 31, 2005".
6. This Agreement is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Existing Credit
Agreement or any other Loan Document.
7. This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
8. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
9. Each party to this Agreement hereby acknowledges that it shall
become a party to the Restated Credit Agreement for all purposes of such
Restated Credit Agreement upon its execution and delivery of this Agreement. As
of the Restatement Effective Date, the Restated Credit Agreement shall be
effective as to all Lenders thereunder.
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[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.
VISTEON CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President and Treasurer
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Executive Director
CITICORP USA, INC.,
as Syndication Agent and as a Lender
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Director
