AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT NO. 5, dated as of December 19, 2019 (this Amendment) to the Credit Agreement (as defined below), among Visteon Corporation (the Borrower), each signatory hereto under the heading GUARANTORS on the signature pages hereto (collectively, the Guarantors and, each, individually, a Guarantor), each lender under the Credit Agreement party hereto (collectively, the Lenders and, each, individually, a Lender) and Citibank, N.A., as administrative agent (in such capacity, the Administrative Agent).
WHEREAS, reference is made to that certain Credit Agreement, dated as of April 9, 2014 (as amended by that certain Waiver and Amendment No. 1 to Credit Agreement, dated as of March 25, 2015, Amendment No. 2 to Credit Agreement, dated as of March 24, 2017, Amendment No. 3 to Credit Agreement, dated as of November 14, 2017, Amendment No. 4 to Credit Agreement, dated as of May 30, 2018, and as further amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the Credit Agreement), among the Borrower, the Lenders party thereto and the Administrative Agent;
WHEREAS, the Borrower has requested that the Lenders (including Lenders constituting Required Revolving Lenders) agree to certain amendments and modifications to the Credit Agreement, including, among other things, to (i) terminate the existing Revolving Credit Facility (the loans thereunder being referred to herein as the Original Revolving Credit Loans) and the existing Revolving Credit Commitments (the Original Revolving Credit Commitments) and replace such loans and commitments with a new Revolving Credit Facility (the Refinancing Revolving Facility) and new Revolving Credit Commitments (the New Revolving Credit Commitments and, any Revolving Credit Loans made pursuant thereto, the New Revolving Credit Loans) in an aggregate principal amount of $400,000,000 and (ii) make such other modifications to the Credit Agreement as described herein;
WHEREAS, the Credit Agreement permits the Borrower, pursuant to Section 2.21 and 10.01(h) thereof, to amend certain provisions of the Credit Agreement with the consent of the Lenders providing the Refinancing Revolving Facility (which, for the avoidance of doubt, also constitute Required Revolving Lenders);
WHEREAS, the Credit Agreement permits the Borrower, pursuant to Section 10.01 thereof, to amend certain provisions of the Credit Agreement with the consent of the Required Lenders;
WHEREAS, subject to the terms and conditions set forth herein, each party hereto who has delivered a signature page as a Lender agreeing to provide Revolving Credit Commitments (a New Revolving Credit Lender) has agreed to provide a New Revolving Credit Commitment in the amount set forth on Schedule I hereto;
WHEREAS, each of the Lenders party hereto has agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as herein provided (as so amended, the Amended Credit Agreement); and