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                                                                   EXHIBIT 10.13






                                                                   June 12, 2000



Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan  48126

Attention:  Treasurer

Ladies and Gentlemen:


                           The Chase Manhattan Bank (the "Bank") is pleased to
confirm that it is prepared to make funds available to Visteon Corporation (the
"Borrower") subject to the terms and conditions outlined below.




1. The Commitment:           (a) Subject to the terms and conditions of this
                             Agreement and the Note (as defined in Section 6),
                             the Bank agrees to make revolving credit loans (the
                             "Committed Loans") to the Borrower from time to
                             time during the period from and including June 12,
                             2000 to but excluding July 31, 2000 (the
                             "Commitment Termination Date") in an aggregate
                             principal amount not to exceed at any one time
                             $1,200,000,000, as such amount (the "Committed
                             Amount") may be reduced from time to time pursuant
                             to Section 3 (the "Commitment"). Until 11:00 a.m.
                             New York City time of the Commitment Termination
                             Date, the Borrower may borrow, repay and reborrow
                             Committed Loans in accordance with the terms of
                             this Agreement and the Note.

                             (b) In addition to the Committed Loans, the Bank
                             may, in its sole discretion, offer to make loans
                             (the "Money Market Loans"; Committed Loans and
                             Money Market Loans are collectively referred to as
                             the "Bridge Loans") to the Borrower on such terms
                             and conditions (including, without limitation,
                             tenor, amount and interest rate) as the Bank may
                             offer and the Borrower shall accept. The aggregate
                             principal amount of Committed Loans and Money
                             Market Loans outstanding at any one time may not
                             exceed the Committed Amount.

2. Purpose:                  The proceeds of the Bridge Loans will be used for
                             repayment of loans from the Ford Motor Company and
                             for general corporate purposes. None of such
                             proceeds will be used to purchase or carry margin
                             stock within the meaning of Regulation U of the
                             Board of Governors of the Federal Reserve System.


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3. Reduction or              (a) The Borrower may, upon at least two Banking
   Termination of            Days' (as defined in the Note) notice to the Bank,
   Commitment:               terminate at any time, or reduce from time to time,
                             the unused amount of the Commitment.

                             (b) The Commitment shall automatically terminate on
                             the Commitment Termination Date.

4. Commitment Fee:           The Borrower shall pay to the Bank a commitment fee
                             (the "Commitment Fee") equal to .10% per annum of
                             the unused Commitment on the daily amount of the
                             unused Commitment during the period from and
                             including June 12, 2000 to but excluding the
                             Commitment Termination Date. Accrued Commitment
                             Fees shall be payable in arrears on July 31, 2000,
                             shall be computed on the basis of a year of 360
                             days and shall be payable for the actual number of
                             days elapsed.

5. Interest Rate:            (a) Each Committed Loan shall bear interest at a
                             rate per annum equal to the sum of (a) the Margin
                             (as defined in the Note) plus (b)(i) the Eurodollar
                             Rate (as defined in the Note) or (ii) the Alternate
                             Base Rate (as defined in the Note).

                             (b) Each Money Market Loan shall bear interest at
                             such rate as the Bank may offer and the Borrower
                             shall accept.

6. Note:                     The Bridge Loans shall be evidenced by a single
                             note substantially in the form of Exhibit A hereto
                             (the "Note").

7. Repayment and             (a) Each Committed Loan shall be due and payable on
   Prepayment:               December 1, 2000.

                             (b) Each Money Market Loan shall be due and payable
                             on the last day of the Interest Period (as defined
                             in Section 8) applicable to such Money Market Loan.

                             (c) Concurrently with the receipt of Net Cash
                             Proceeds from the issuance and public or private
                             sale of indebtedness of the Borrower or any
                             Subsidiary of the Borrower (other than proceeds
                             from the issuance and sale of commercial paper
                             having a tenor of 364 days or less) the Borrower
                             shall prepay Committed Loans having an outstanding
                             aggregate principal amount equal to such Net Cash
                             Proceeds, together with accrued interest on the
                             amount prepaid and any amount required pursuant to
                             Section 14(d) of this Agreement. As used herein,
                             "Net Cash Proceeds" means the gross proceeds
                             received by the Borrower or any Subsidiary thereof
                             from the sale of indebtedness of the Borrower or
                             such Subsidiary less (i) all reasonable fees,
                             commissions and other out-of-pocket expenses
                             incurred by the Borrower or such Subsidiary in
                             connection therewith and (ii) federal, state and
                             local taxes assessed in connection therewith.

                             (d) The Borrower may prepay the Bridge Loans at any
                             time or from time to time; provided that (i) the
                             Borrower shall give notice of such prepayment by
                             (x) 12:00 noon, New York City time, at least one
                             Banking Day prior thereto with respect to an
                             Alternate Base Rate Loan (as defined in the Note)
                             and (y) 11:00 a.m., London time, at least two
                             Banking Days prior thereto with respect to a
                             Eurodollar Loan and


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                             (ii) any prepayment of Eurodollar Loans must be
                             accompanied by any amounts payable pursuant to
                             Section 14(d).

                             (e) All payments of principal, interest and fees to
                             the Bank shall be made in immediately available
                             U.S. Dollars by means of wire transfer to The Chase
                             Manhattan Bank, New York, New York, Account No.
                             323-1-50403, Account Name: Visteon Corporation
                             Clearing Account, Attn: Jesus Sang.

8. Interest Periods:         (a) Eurodollar Loans shall be available for
                             interest periods ("Eurodollar Interest Periods") of
                             one month; provided, however, that (a) if a
                             Eurodollar Interest Period would end on a day which
                             is not a Banking Day, such Eurodollar Interest
                             Period shall be extended to the next Banking Day,
                             unless such Banking Day would fall in the next
                             calendar month, in which event such Eurodollar
                             Interest Period shall end on the immediately
                             preceding Banking Day; and (b) no Eurodollar
                             Interest Period may extend beyond December 1, 2000
                             (the "Maturity Date").

                             (b) Money Market Loans shall be available for such
                             interest periods ("Money Market Interest Periods";
                             Eurodollar Interest Periods and Money Market
                             Interest Periods are collectively referred as
                             "Interest Periods") as the Bank may offer and the
                             Borrower shall accept.

9. Notice of Borrowing;
   Amount of Borrowing;
   Notice of Continuation
   or Conversion:            (a) The Borrower may request a borrowing by giving
                             the Bank notice in the form of Exhibit B hereto
                             (the "Borrowing Notice") by (i) 11:00 a.m., New
                             York City time, on the same Banking Day as the
                             Bridge Loan requested, if the requested Bridge Loan
                             is an Alternate Base Rate Loan or a Money Market
                             Loan, and (ii) 11:00 a. m. London, England time at
                             least two Banking Days prior to a Eurodollar Loan,
                             if the Bridge Loan requested is a Eurodollar Loan.

                             (b) The minimum amount of any Committed Loan shall
                             be $1,000,000 or any multiple of $1,000,000.

                             (c) The Borrower may elect to continue any
                             Eurodollar Loan on the last day of the Interest
                             Period applicable thereto or to convert such
                             Eurodollar Loan to an Alternate Base Rate Loan on
                             such date by giving the Bank notice of such
                             continuation or conversion, as the case may be, no
                             later than 11:00 a.m., London, England time, at
                             least two Banking Days prior to the last day of
                             such Interest Period.

                             (d) If the Borrower fails to deliver a timely
                             notice of continuation of a Eurodollar Loan in
                             accordance with Section 9(c), or if an Event of
                             Default has occurred and is continuing as of the
                             date of such notice, such Eurodollar Loan shall be
                             converted to an Alternate Base Rate Loan on the
                             last day of the Interest Period applicable to such
                             Eurodollar Loan.

                             (e) The Borrower may elect to convert any Alternate
                             Base Rate Loan to a Eurodollar Loan by giving the
                             Bank notice of such conversion by 11:00 a.m.,
                             London, England time, at least two Banking Days
                             prior to the requested date of


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                             conversion (which date shall be a Banking Day in
                             London, England).

10.Conditions to
   Borrowing:                The obligation of the Bank to make Committed Loans
                             to the Borrower and the willingness of the Bank to
                             consider offering Money Market Loans to the
                             Borrower are subject to the conditions precedent
                             that:

                             (a) in the case of the initial Bridge Loan, the
                             Bank shall have received (i) the Note duly executed
                             and delivered by the Borrower; (ii) the certificate
                             of incorporation and by-laws of the Borrower
                             certified by the Secretary or Assistant Secretary
                             of the Borrower; (iii) a resolution of the Board of
                             Directors of the Borrower certified by the
                             Secretary or Assistant Secretary of the Borrower
                             authorizing the execution, delivery and performance
                             by the Borrower of this Agreement and the Note;
                             (iv) an incumbency certificate of the Secretary or
                             Assistant Secretary of the Borrower setting forth
                             the names, titles and true signatures of the
                             officers of the Borrower authorized to sign this
                             Agreement and the Note; (v) an opinion of counsel
                             to the Borrower in substantially the form required
                             by Section 4.2(a)(ii) of the Visteon Bank
                             Agreements (as defined in Section 17 of this
                             Agreement), with such changes in such opinion as
                             the Bank may reasonably request; (vi) a certificate
                             signed by a duly authorized officer of the
                             Borrower, dated the date of such Bridge Loan,
                             certifying compliance with the conditions set forth
                             in Section 10(b); and (vii) the unaudited pro forma
                             consolidated balance sheet of the Borrower and its
                             consolidated subsidiaries as at the date of the
                             Spin-Off as defined in the Visteon Bank Agreements
                             (hereinafter, the "Spin-Off Date"), including the
                             notes to such balance sheet (the "Pro Forma Balance
                             Sheet") giving effect (as if such events had
                             occurred on such Date) to (x) all Bridge Loans to
                             be made on or prior to the date of the Spin-Off and
                             the use of proceeds thereof, (y) the Loans (as
                             defined in the Visteon Bank Agreements) to be made
                             on the date of the Spin-Off and the use of proceeds
                             thereof and (z) the payment of fees and expenses,
                             including any guaranty fee, in connection with the
                             foregoing. The Pro Forma Balance Sheet shall be
                             prepared based on the best information available to
                             the Borrower as of the date of delivery and shall
                             present fairly, on a pro forma basis, the estimated
                             financial position of the Borrower and its
                             consolidated Subsidiaries as at the Spin-Off Date,
                             assuming that the events specified in the preceding
                             sentence had actually occurred at such time.

                             (b) in the case of any Bridge Loan, (i) the Bank
                             shall have received the notice of borrowing
                             required by Section 9; (ii) the representations and
                             warranties made in this Agreement, the Note or any
                             document delivered in connection therewith (except
                             those that expressly relate to a prior date) are
                             true and correct in all material respects on and as
                             of the date of such Loan, (iii) no default under
                             this Agreement or the Note or Event of Default (as
                             defined in Section 12) has occurred and is
                             continuing, or would result from the making of such
                             Loan; (iv)(x) the ratings on the senior, unsecured
                             noncredit-enhanced short term and long term debt
                             (or corporate credit rating if no long term debt is
                             outstanding) of the Company ("Index Debt") by
                             Moody's and S&P (in each case, as defined in the
                             definition of Pricing Grid in Section 1 of the
                             Visteon Bank Agreements) on the date of such Loan
                             are equal to or greater than A2/P2 in the case of
                             short term debt and BBB/Baa2 in the case of long
                             term debt or corporate credit rating, and (y) a
                             negative credit watch with respect to the Company
                             has not been announced by Moody's or S&P during the

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                             period from and including the date hereof to and
                             including the date of such Loan; (v) immediately
                             after giving effect to such Loan, the aggregate
                             outstanding principal amount of the Bridge Loans
                             shall not exceed the amount of the Commitment; and
                             (vi) The Borrower shall have satisfied all other
                             conditions precedent contained in Section 4 of the
                             Visteon Bank Agreements, or if the Borrower has not
                             satisfied such other conditions or the Spin-Off has
                             not taken place on or prior to the date of the
                             requested Bridge Loan, the Bank shall have received
                             a letter from the Borrower and The Ford Motor
                             Company representing and warranting, for the
                             benefit of the Bank, its assigns, and participants
                             in the Bridge Loans, that the Borrower is an
                             "Affiliate" within the meaning of, and as such, is
                             entitled to borrow under, the committed lines of
                             credit currently available to The Ford Motor
                             Company and shall continue to be such, and so
                             entitled, until the Spin-Off has occurred.

                             The Borrower's request for a Bridge Loan and
                             acceptance of the proceeds thereof shall each
                             constitute a representation and warranty that the
                             statements in this Section 10(b) are true and
                             correct both as of the date of such request and as
                             of the date of such Loan.

11. Representations
    and Warranties;
    Covenants:               (a) The Borrower hereby represents and warrants
                             that: (i) this Agreement is, and the Note when
                             delivered will be, a legal, valid and binding
                             obligation of the Borrower enforceable against the
                             Borrower in accordance with its terms, except to
                             the extent that such enforcement may be limited by
                             applicable bankruptcy, insolvency and other similar
                             laws affecting creditors' rights generally; and
                             (ii) the execution, delivery and performance by the
                             Borrower of this Agreement and the Note have been
                             authorized by all necessary corporate action and do
                             not and will not contravene the Borrower's charter
                             or by-laws or any applicable law or any contractual
                             provision binding on or affecting the Borrower.

                             (b) Subject to Section 18 of this Agreement, the
                             representations and warranties in Section 5 of the
                             Visteon Bank Agreements (as defined in Section 17)
                             are hereby Incorporated by Reference (as defined in
                             Section 17).

                             (c) Subject to Section 18 of this Agreement, the
                             covenants in Sections 6 and 9 of the Visteon Bank
                             Agreements are hereby Incorporated by Reference.

12.Default:                  Events which may cause the acceleration of the
                             maturity of any Bridge Loan (the "Events of
                             Default") are as specified in the Note. The Bank
                             may terminate the Commitment upon the occurrence of
                             any Event of Default, but the Commitment shall
                             terminate immediately upon the occurrence of any
                             "bankruptcy" or "insolvency" Event of Default.

13.Governing Law;
   Jurisdiction:             THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
                             STATE OF NEW YORK. THE BORROWER CONSENTS TO THE
                             NONEXCLUSIVE JURISDICTION AND VENUE OF THE STATE
                             AND FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK.
                             SERVICE OF PROCESS BY THE BANK IN CONNECTION WITH
                             ANY DISPUTE HEREUNDER SHALL BE BINDING ON THE
                             BORROWER IF SENT TO THE BORROWER AT THE

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                             ADDRESS SET FORTH ABOVE. THE BORROWER AND THE BANK
                             EACH WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN
                             ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
                             OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR
                             TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
                             CONTRACT, TORT OR ANY OTHER THEORY).

14.Expenses; Taxes
   Indemnity:                (a) The Borrower shall pay or reimburse the Bank on
                             demand for all reasonable costs, expenses, and
                             charges (including, without limitation, the
                             reasonable fees and charges of external legal
                             counsel for the Bank and reasonable costs recorded
                             by its internal legal department) incurred by the
                             Bank in connection with any amendment or waiver,
                             performance or enforcement of this Agreement or the
                             Note.

                             (b) The Borrower shall indemnify the Bank against
                             any transfer taxes, documentary taxes, assessments
                             or charges made by any governmental authority by
                             reason of the execution and delivery of this
                             Agreement or the Note.

                             (c) The Borrower agrees to indemnify the Bank
                             against, and hold the Bank harmless from, any and
                             all losses, claims, damages, liabilities and
                             related expenses, including the reasonable fees,
                             charges and disbursements of any counsel for the
                             Bank, incurred by or asserted against the Bank
                             arising out of, in connection with, or as a result
                             of (i) the execution or delivery of this Agreement,
                             the Note or any agreement or instrument
                             contemplated hereby, the performance by the parties
                             hereto of their respective obligations hereunder or
                             the consummation of the transactions contemplated
                             hereby, (ii) any Bridge Loan or the use of the
                             proceeds therefrom, or (iii) any actual or
                             prospective claim, litigation, investigation or
                             proceeding relating to any of the foregoing,
                             whether based on contract, tort or any other theory
                             and regardless of whether the Bank is a party
                             thereto; provided that such indemnity shall not be
                             available to the extent that such losses, claims,
                             damages, liabilities or related expenses are
                             determined by final non-appealable order of a court
                             of competent jurisdiction to have been directly and
                             proximately caused by the gross negligence or
                             wilful misconduct of the Bank.

                             (d) If (i) the Borrower makes any payment or
                             prepayment of a Eurodollar Loan on a day other than
                             the last day of an Interest Period or (ii) the
                             Borrower fails to borrow a Eurodollar Loan or Money
                             Market Loan on the date specified in the notice to
                             borrow such Loan, then the Borrower shall reimburse
                             the Bank within 5 days after demand for any loss
                             incurred in obtaining, liquidating or employing
                             deposits from third parties, but excluding loss of
                             margin for the period after such payment,
                             prepayment or failure to borrow, provided that the
                             Bank shall have delivered to the Borrower a written
                             request as to the amount of such loss or expense,
                             which written request shall set forth in reasonable
                             detail the calculation of such loss or expense and
                             shall be conclusive in the absence of manifest
                             error. Without limiting the effect of the
                             foregoing, such compensation shall include an
                             amount equal to the excess, if any, of (i) the
                             amount of interest that otherwise would have
                             accrued on the principal of the Bridge Loan repaid,
                             prepaid or not borrowed for the period from the
                             date of such payment, prepayment or failure to
                             borrow to the last day of the interest period for
                             such Loan or that would have commenced on the date
                             specified for such Loan at the applicable rate of
                             interest for

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                             such Loan (excluding loss of margin) over (ii) the
                             amount of interest that otherwise would have
                             accrued on such principal amount at a rate per
                             annum equal to the interest component of the amount
                             the Bank would have bid in the London interbank
                             market for U.S. dollar deposits of leading banks in
                             amounts comparable to such principal amount and
                             with maturities comparable to such period (as
                             reasonably determined by the Bank).

15.Amendments and
   Waivers:                  Except as otherwise expressly provided in this
                             Agreement, any provision of this Agreement may be
                             amended, modified or waived only by an instrument
                             in writing signed by the Borrower and the Bank. No
                             failure on the part of the Bank to exercise, and no
                             delay in exercising, any right hereunder shall
                             operate as a waiver thereof or preclude any other
                             or further exercise thereof or the exercise of any
                             other right. The remedies herein provided are
                             cumulative and not exclusive of any remedies
                             provided by law.

16.Counterparts;
   Successors and
   Assigns:                  (a) This Agreement may be executed in any number of
                             counterparts, all of which taken together shall
                             constitute one and the same instrument, and any
                             party hereto may execute this Agreement by signing
                             any such counterpart.

                             (b) The provisions of this Agreement shall be
                             binding upon and inure to the benefit of the
                             parties hereto and their respective successors and
                             assigns permitted hereby; provided, however, that
                             (i) except as provided in clause (ii) hereof,
                             neither party may assign or otherwise transfer any
                             of its rights or obligations hereunder without the
                             prior written consent of the other party and (ii)
                             the Bank may, without the consent of the Borrower,
                             (x) assign or otherwise transfer to any affiliate
                             or any Federal Reserve Bank all or a portion of the
                             rights and/or obligations of the Bank under this
                             Agreement and (y) sell to any other person or
                             entity participations in all or a portion of its
                             rights and/or obligations under this Agreement,
                             provided, however, that the Bank's obligations
                             under this Agreement shall remain unmodified and
                             fully effective and enforceable against the Bank.

17.Definitions:              (a) "Incorporated by Reference" means, with respect
                             to any provision of the Visteon Bank Agreements to
                             be incorporated by reference in this Agreement or
                             the Note, that such provision and the other
                             sections to which reference is made therein or
                             herein, together with the related definitions and
                             ancillary provisions as of the date of this
                             Agreement, are incorporated in this Agreement or
                             the Note, as the case may be, by reference, mutatis
                             mutandi, and shall be deemed to continue in effect
                             for the benefit of the Bank without giving effect
                             to any amendment, modification, waiver or
                             termination of the Visteon Bank Agreements
                             subsequent to the date of this Agreement.

                             (b) "Visteon Bank Agreements" means the Five-Year
                             Credit Agreement and 364-Day/2 Year Term-Out Credit
                             Agreement between the Company and The Chase
                             Manhattan Bank, as in effect on the date hereof.

<PAGE>   8


18.Effect of
   Incorporation
   by Reference:             Any provision of the Visteon Bank Agreements that
                             is Incorporated by Reference in this Agreement or
                             the Note shall be subject to the condition that, as
                             incorporated in this Agreement, (a) each reference
                             therein to "the Company" or words of similar import
                             shall be deemed a reference to the Borrower
                             hereunder, (b) each reference therein to "the
                             Bank", "any Bank", "a Bank", the "Bank Group" or
                             words of similar import shall be deemed to be a
                             reference to the Bank, (c) each reference therein
                             to the "Commitment" or "Commitments" shall be
                             deemed a reference to the Commitment hereunder, (d)
                             each reference therein to "this Agreement" or words
                             of similar import shall be deemed a reference to
                             this Agreement, (e) each reference therein to
                             "Loans" (other than the definition thereof) or
                             words of similar import shall be deemed to be
                             reference to Bridge Loans under this Agreement, and
                             (f) each reference therein to "the date of this
                             Agreement" or words of similar import shall be
                             deemed a reference to the date of the Visteon Bank
                             Agreements.

                             Please evidence your acceptance of the foregoing by
signing and returning to the Bank the enclosed copy of this Agreement on or
before 5:00 p.m., New York City time, on June 13, 2000, the date on which the
Bank's offer to enter into this Agreement (if not accepted prior thereto) will
expire.

                                                Very truly yours,

                                                THE CHASE MANHATTAN BANK


                                                By: /s/Julie Long
                                                    ----------------------------
                                                    Name:
                                                    Title:

AGREED AND ACCEPTED:

VISTEON CORPORATION



By:/s/Steven J. Lowden
   --------------------------
   Name:
   Title:





<PAGE>   9



                                   EXHIBIT A

                                 PROMISSORY NOTE
                                                              June 12, 2000
                                                              New York, New York

                  FOR VALUE RECEIVED, VISTEON CORPORATION (the "Borrower")
promises to pay to the order of THE CHASE MANHATTAN BANK (the "Bank"), at its
principal office, 270 Park Avenue, New York, New York 10017 (the "Principal
Office"), for the account of the Lending Office (as hereinafter defined), the
principal amount of each loan (a "Loan") made pursuant to the Letter Agreement
(as defined below), which may be endorsed on the schedule attached hereto and
made a part hereof (including any continuations, the "Schedule") on the maturity
date of such Loan as shown on the Schedule, and to pay interest on the unpaid
balance of the principal amount of such Loan from and including the date of such
Loan (as shown on the Schedule) to such maturity date at a rate per annum equal
to (a) the sum of the Margin (as defined below) plus (i) a variable rate equal
to: the higher of (x) the Federal Funds Rate (as defined below) plus 1/2 of 1%
and (y) the Prime Rate (as defined below)(such higher rate being the "Alternate
Base Rate" and such Loan an "Alternate Base Rate Loan"); or (ii) the Eurodollar
Rate (as defined below) applicable to such Loan (such Loan a "Eurodollar Loan")
or (b) the Money Market Rate (as defined below) applicable to such Loan (such
Loan a "Money Market Loan"). Any principal and (to the extent permitted by law)
interest or fees not paid when due shall bear interest from the date when due
until paid in full at a rate per annum equal to the Default Rate (as defined
below). Interest shall be payable on the relevant Interest Payment Date (as
defined below). Interest shall be calculated on the basis of a year of 365 or
366 days (in the case of Alternate Base Rate Loans based on the Prime Rate) and
360 days (in the case of Alternate Base Rate Loans based on the Federal Funds
Rate, Eurodollar Loans and Money Market Loans) and, in each case, for the actual
days elapsed. All payments hereunder shall be made in lawful money of the United
States and in immediately available funds without set-off or counterclaim. Any
extension of time for the payment of the principal of this Note resulting from
the due date falling on a day that is not a Banking Day (as defined below) shall
be included in the computation of interest. The date, and Interest Periods (as
defined in the Letter Agreement) of, and the interest rates with respect to, the
Loans and any payments of principal shall be recorded by the Bank on its books
and prior to any transfer of this Note (or, at the discretion of the Bank, at
any other time) endorsed by the Bank on the Schedule, which shall be conclusive
in the absence of manifest error; provided, however, that the Bank's failure to
endorse the Schedule shall not affect the Borrower's obligations hereunder.

                  1. Certain Definitions. Terms defined in the Letter Agreement
(as defined in Section 2 below) are used herein as defined therein. As used
herein, the following terms have the meanings indicated below:

                  (a) "Banking Day" means any day on which commercial banks are
not authorized or required to close in New York City and, where such term is
used in the definition of "LIBOR Rate" or refers to the Eurodollar Rate, which
is also a day on which dealings in U.S. dollar deposits are carried out in the
London interbank market.

                  (b) "Default Rate" means, with respect to any amount not paid
when due, a rate per annum during the period commencing on the due date and
ending on the date of payment in full, equal to: (i) if an Alternate Base Rate
Loan, a floating rate 2% above the rate of interest thereon (including any
Margin); or (ii) if a Eurodollar Loan or Money Market Loan, a fixed rate 2%
above the rate of

<PAGE>   10


interest in effect thereon (including any Margin) at the time of default until
the end of the then current Interest Period therefor and, thereafter, a floating
rate 2% above the sum of the Alternate Base Rate and any Margin thereon.

                  (c) "Eurodollar Rate" means (i) the LIBOR Rate divided by (ii)
1 minus the Reserve Requirement.

                  (d) "Federal Funds Rate" means, for any day, with respect to
(i) an Alternate Base Rate Loan, (x) for the first day of such Loan, the rate
per annum at which U.S. Dollar deposits with an overnight maturity and in a
comparable principal amount to such Loan are offered by the Bank in the Federal
funds market at approximately the time the Borrower requests an Alternate Base
Rate Loan on such day, and (y) for each day thereafter that such Loan is
outstanding, the rate per annum at which U. S. Dollar deposits with an overnight
maturity and in a comparable principal amount to such Loan are offered by the
Bank in the Federal funds market at approximately 11:00 a.m., New York City
time; and (ii) any other amount hereunder which bears interest at the Alternate
Base Rate, the rate per annum at which U. S. Dollar deposits with an overnight
maturity and in a comparable amount are offered by the Bank in the Federal funds
market at approximately 2:00 p.m., New York City time.

                  (e) "Interest Payment Date" means (i) for each Alternate Base
Rate Loan, June 30, 2000, September 30, 2000 and the Maturity Date; (ii) for
each Eurodollar Loan or Money Market Loan, the last day of the Interest Period
for such Loan; (iii) for any amount accruing interest at the Default Rate, on
demand; and (iv) for each Loan, upon maturity and any repayment or prepayment
thereof.

                  (f) "Lending Office" means the Principal Office or such other
office (or affiliate) as the Bank may from time to time specify.

                  (g) "LIBOR Rate" means the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) quoted by the Bank at approximately 11:00
a.m. London time (or as soon thereafter as practicable) two Banking Days prior
to the first day of an Interest Period (as defined in the Letter Agreement)
during which the Eurodollar Rate will accrue for the offering by the Bank to
leading banks in the London interbank market of U.S. dollar deposits having a
term comparable to such Eurodollar Loan and in an amount comparable to the
principal amount of such Eurodollar Loan.

                  (h) "Money Market Rate" means, with respect to any Money
Market Loan, such rate per annum as the Bank may offer, and the Borrower shall
accept, with respect to such Money Market Loan.

                  (i) "Margin" means, for any day, (x) 0%, with respect to an
Alternate Base Rate Loan or Money Market Loan and (y) .30 % with respect to a
Eurodollar Loan if such day is on or prior to the 90th day following the date of
the Letter Agreement, and for each day thereafter, .45%; provided, however, that
if the aggregate principal amount of Loans made pursuant to Sections 1(a) and
(b) of the Letter Agreement on or prior to June 19, 2000 is less than
$500,000,000, the margin for each day of the initial Interest Period of each
Eurodollar Loan made on or after June 20, 2000 and prior to July 6, 2000 shall
be .45%.

                  (j) "Prime Rate" means the rate of interest per annum publicly
announced from time to time by the Bank as its prime rate in effect at the
Principal Office; each such change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.



<PAGE>   11

                  (k) "Regulatory Change" means any change after the date hereof
in United States federal, state or foreign laws or regulations (including
Regulation D of the Board of Governors of the Federal Reserve System) or the
adoption or making after such date of any interpretations, directives or
requests applying to a class of banks including the Bank of or under any United
States federal or state, or any foreign, laws or regulations (whether or not
having the force of law) by any court or governmental or monetary authority
charged with the interpretation or administration thereof.

                  (l) "Reserve Requirement" means, for any Interest Period for
any Eurodollar Loan, the average maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period for such Eurodollar Loan under Regulation D of the
Board of Governors of the Federal Reserve System by member banks of the Federal
Reserve System in New York City with deposits exceeding $1,000,000,000 against
"Eurocurrency liabilities" (as such term is used in Regulation D of the Board of
Governors of the Federal Reserve System).

                  (m) "Visteon Bank Agreements" means the Five-Year Credit
Agreement and 364-Day/2 Year Term-Out Credit Agreement between the Company and
The Chase Manhattan Bank, as in effect on the date hereof.

                  2. Related Letter Agreement. Loans evidenced hereby are made
pursuant to, and subject to the terms and conditions of, that certain letter
agreement dated June 12, 2000 between the Bank and the Borrower (the "Letter
Agreement"). The Letter Agreement contains provisions for the mandatory and
voluntary prepayment of this Note.

                  3. Additional Costs. If as a result of any Regulatory Change,
the Bank determines that the cost to the Bank of making or maintaining any
Eurodollar Loan evidenced hereby is increased, or any amount received or
receivable by the Bank hereunder is reduced, or the Bank is required to make any
payment in connection with any transaction contemplated hereby, then the
Borrower shall pay to the Bank on demand such additional amount or amounts as
the Bank determines will compensate the Bank for such increased cost, reduction
or payment, which demand shall set forth in reasonable detail the calculation of
such additional amounts.

                  4. Events of Default. Any of the following events shall be
"Events of Default":

                  (a) the Borrower shall fail to pay the principal of the Note,
interest on the Note or any other amount due hereunder as and when due and
payable and such failure shall continue for five days;

                  (b) any representation or warranty made or deemed made by the
Borrower in this Note or the Letter Agreement (this Note, the Letter Agreement
and any other agreement delivered by the Borrower in connection with this Note
or the Letter Agreement being the "Facility Documents") or which is contained in
any certificate, document, opinion, financial or other statement furnished at
any time under or in connection with any Facility Documents, shall prove to have
been incorrect in any material respect on or as of the date made or deemed made;

                  (c) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 6 or Section 9 of the
Visteon Bank Agreements, in each case as Incorporated by Reference in Section 11
of the Letter Agreement;


<PAGE>   12


                  (d) the Borrower shall default in the performance of or
compliance with any term (other than the obligations specifically referred to
elsewhere in this Section 4) in this Note, the Letter Agreement or any Facility
Document (as defined in Section 4(b)) and such failure shall continue for 30
consecutive days after receipt of notice from the Bank of such default;

                  (e) an Event of Default (as defined in the Visteon Bank
Agreements) shall occur; or

                  (f) the Borrower: (i) shall generally not, or be unable to, or
shall admit in writing its inability to, pay its debts as its debts become due;
(ii) shall make an assignment for the benefit of creditors; (iii) shall file a
petition in bankruptcy or for any relief under any law of any jurisdiction
relating to reorganization, arrangement, readjustment of debt, dissolution or
liquidation; (iv) shall have any such petition filed against it in which an
adjudication is made or order for relief is entered or which shall remain
undismissed for a period of 90 days or shall consent or acquiesce thereto; or
(v) shall have had a receiver, custodian or trustee appointed for all or a
substantial part of its property.

                  If any Event of Default shall occur and be continuing, the
Bank may, by notice to the Borrower, (a) declare the Commitment to be
terminated, whereupon the same shall forthwith terminate, and (b) declare the
outstanding principal of this Note, all interest thereon and all other amounts
payable under the Letter Agreement and this Note to be forthwith due and
payable, whereupon this Note, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided that, in the case of an Event of Default arising pursuant to
Section 4(f), the Commitment shall be immediately terminated, and this Note, all
interest thereon and all other amounts payable under this Note and the Letter
Agreement shall be immediately due and payable without notice, presentment,
demand, protest or other formalities of any kind, all of which are hereby
expressly waived by the Borrower.

                  5. Miscellaneous. (a) The Borrower waives presentment, notice
of dishonor, protest and any other formality with respect to this Note and (b)
this Note shall be binding on the Borrower and its successors and assigns and
shall inure to the benefit of the Bank and its successors and assigns, except
that the Borrower may not delegate any obligations hereunder without the prior
written consent of the Bank.


                                       VISTEON CORPORATION


                                       By:
                                          --------------------------------------
                                           Name:
                                           Title:





<PAGE>   13



          Loan Number        Maturity     Amount of       Balance
          Amount and         Date of      Payment and     Remaining    Notation
Date      Interest Rate      Loan         Loan Number     Unpaid       Made By









<PAGE>   14


                                   EXHIBIT B

                       NOTICE OF BORROWING OR OF EXTENSION


To:      THE CHASE MANHATTAN BANK                      Date:            , 2000
                                                             -----------
         270 Park Avenue, 8th Floor
         New York, New York 10017
         Attention: Frank Angelico
         Fax: 212-834-6160
         Phone: 212-834-4434

With a copy to:
         The Chase Manhattan Bank
         Loan and Agency Services Group
         One Chase Manhattan Plaza, 8th Floor
         New York, New York  10081
         Attention: Janet Belden
         Fax: 212-552-5658
         Phone: 212-552-7277

Pursuant to Section 9 of the Letter Agreement dated June 12, 2000 between
Visteon Corporation and The Chase Manhattan Bank, we hereby confirm the notice
of Borrowing or in the case of Eurodollar Loans, of continuation, we gave you by
telephone and the interest rate applicable thereto, as follows:


      Name and Address of Borrower:      Visteon Corporation
                                         5500 Auto Club Drive
                                         Dearborn, Michigan  48126

      Tax I.D. Number of Borrower:                         38-3519512


      Type of Loan:                    [ ] Money Market  [ ] Eurodollar  [ ]ABR

          Proposed Date of Borrowing:
                                                 ----------   -------   --------

      Interest Period                                    30 days         N.A.
                                          ----------

      Amount:
                                          ----------     --------     --------

Please wire proceeds to Comerica Bank,
Detroit -                               One Detroit Center
                                        500 Woodward Avenue
                                        Detroit, MI 48243
                                        BANK ABA (ROUTING NO.):072000096
                                        ACCOUNT NAME: Visteon Treasurers Account
                                        ACCOUNT NUMBER:      1850976125


                                                 Sincerely,
                                                 VISTEON CORPORATION

                                                 By:
                                                      --------------------------
                                                 Title:
                                                         -----------------------