<PAGE>

                                                                    EXHIBIT 10.1

================================================================================

                                 $1,500,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                              VISTEON CORPORATION,

                                  as Borrower,

              The Several Lenders from Time to Time Parties Hereto,

                       CREDIT SUISSE SECURITIES (USA) LLC

                    and SUMITOMO MITSUI BANKING CORPORATION,

                           as Co-Documentation Agents,

                               CITICORP USA, INC.,

                              as Syndication Agent,

                                       and

                           JPMORGAN CHASE BANK, N.A.,

                             as Administrative Agent

                           Dated as of April 10, 2007

================================================================================

                         J.P. MORGAN SECURITIES INC. and
                         CITIGROUP GLOBAL MARKETS INC.,
                  as Joint Lead Arrangers and Joint Bookrunners

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                                TABLE OF CONTENTS

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SECTION 1.            DEFINITIONS                                                                                          1

         1.1     Defined Terms...................................................................................          1
         1.2     Other Definitional Provisions...................................................................         22

SECTION 2.            AMOUNT AND TERMS OF COMMITMENTS                                                                     23

         2.1     Term Commitments................................................................................         23
         2.2     Reserved........................................................................................         23
         2.3     Repayment of Term Loans.........................................................................         23
         2.4     Optional Prepayments............................................................................         23
         2.5     Mandatory Prepayments...........................................................................         24
         2.6     Conversion and Continuation Options.............................................................         25
         2.7     Limitations on Eurodollar Tranches..............................................................         25
         2.8     Interest Rates and Payment Dates................................................................         25
         2.9     Computation of Interest and Fees................................................................         26
         2.10    Inability to Determine Interest Rate............................................................         26
         2.11    Pro Rata Treatment and Payments.................................................................         27
         2.12    Requirements of Law.............................................................................         28
         2.13    Taxes...........................................................................................         29
         2.14    Indemnity.......................................................................................         30
         2.15    Change of Lending Office........................................................................         31
         2.16    Replacement of Lenders..........................................................................         31
         2.17    Incremental Term Loans..........................................................................         31

SECTION 3.            REPRESENTATIONS AND WARRANTIES                                                                      32

         3.1     Financial Condition.............................................................................         32
         3.2     No Change.......................................................................................         33
         3.3     Existence; Compliance with Law..................................................................         33
         3.4     Power; Authorization; Enforceable Obligations...................................................         33
         3.5     No Legal Bar....................................................................................         33
         3.6     Litigation......................................................................................         34
         3.7     No Default......................................................................................         34
         3.8     Ownership of Property; Liens....................................................................         34
         3.9     Intellectual Property...........................................................................         34
         3.10    Taxes...........................................................................................         34
         3.11    Federal Regulations.............................................................................         34
         3.12    Labor Matters...................................................................................         35
         3.13    ERISA...........................................................................................         35
         3.14    Investment Company Act; Other Regulations.......................................................         35
         3.15    Subsidiaries....................................................................................         35
         3.16    Use of Proceeds.................................................................................         35
         3.17    Environmental Matters...........................................................................         35
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<S>                                                                                                                       <C>
         3.18    Accuracy of Information, etc....................................................................         36
         3.19    Security Documents..............................................................................         37

SECTION 4.            CONDITIONS PRECEDENT                                                                                37

SECTION 5.            AFFIRMATIVE COVENANTS                                                                               37

         5.1     Financial Statements............................................................................         38
         5.2     Certificates; Other Information.................................................................         38
         5.3     Payment of Obligations..........................................................................         39
         5.4     Maintenance of Existence; Compliance............................................................         39
         5.5     Maintenance of Property; Insurance..............................................................         40
         5.6     Inspection of Property; Books and Records; Discussions..........................................         40
         5.7     Notices.........................................................................................         40
         5.8     Environmental Laws..............................................................................         40
         5.9     Additional Collateral, etc......................................................................         41
         5.10    Stock of First-Tier Foreign Subsidiaries........................................................         43
         5.11    Post-Closing Matters............................................................................         43

SECTION 6.            NEGATIVE COVENANTS                                                                                  43

         6.1     Indebtedness....................................................................................         43
         6.2     Liens...........................................................................................         46
         6.3     Fundamental Changes.............................................................................         49
         6.4     Disposition of Property.........................................................................         50
         6.5     Restricted Payments.............................................................................         51
         6.6     Capital Expenditures............................................................................         52
         6.7     Investments.....................................................................................         53
         6.8     Optional Payments and Modifications of Certain Debt Instruments; Modifications of
                        Organizational Documents.................................................................         55
         6.9     Transactions with Affiliates....................................................................         56
         6.10    Swap Agreements.................................................................................         56
         6.11    Changes in Fiscal Periods.......................................................................         56
         6.12    Negative Pledge Clauses.........................................................................         56
         6.13    Clauses Restricting Subsidiary Distributions....................................................         57
         6.14    Lines of Business...............................................................................         57
         6.15    Business of VIHI and Foreign Stock Holding Companies............................................         57
         6.16    Indebtedness Under CNTA Exception...............................................................         57
         6.17    Liabilities of Oasis Holdings Statutory Trust...................................................         58
         6.18    Business of Securitization Subsidiary...........................................................         58

SECTION 7.            EVENTS OF DEFAULT                                                                                   58

SECTION 8.            THE AGENTS                                                                                          60

         8.1     Appointment.....................................................................................         60
         8.2     Delegation of Duties............................................................................         61
         8.3     Exculpatory Provisions..........................................................................         61
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<S>                                                                                                                       <C>

         8.4     Reliance by Administrative Agent................................................................         61
         8.5     Notice of Default...............................................................................         61
         8.6     Non-Reliance on Agents and Other Lenders........................................................         62
         8.7     Indemnification.................................................................................         62
         8.8     Agent in Its Individual Capacity................................................................         62
         8.9     Successor Administrative Agent..................................................................         62
         8.10    Documentation Agent and Syndication Agent.......................................................         63

SECTION 9.            MISCELLANEOUS                                                                                       63

         9.1     Amendments and Waivers..........................................................................         63
         9.2     Notices.........................................................................................         64
         9.3     No Waiver; Cumulative Remedies..................................................................         65
         9.4     Survival of Representations and Warranties......................................................         65
         9.5     Payment of Expenses and Taxes...................................................................         65
         9.6     Successors and Assigns; Participations and Assignments..........................................         66
         9.7     Adjustments; Set-off............................................................................         69
         9.8     Counterparts....................................................................................         69
         9.9     Severability....................................................................................         69
         9.10    Integration.....................................................................................         70
         9.11    GOVERNING LAW...................................................................................         70
         9.12    Submission To Jurisdiction; Waivers.............................................................         70
         9.13    Acknowledgements................................................................................         70
         9.14    Releases of Guarantees and Liens................................................................         71
         9.15    Confidentiality.................................................................................         71
         9.16    Intercreditor Agreement.........................................................................         72
         9.17    WAIVERS OF JURY TRIAL...........................................................................         72
</TABLE>

<PAGE>

      AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 10, 2007 (this
"Agreement"), among Visteon Corporation, a Delaware corporation (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties to this Agreement (the "Lenders"), Credit Suisse Securities
(USA) LLC and Sumitomo Mitsui Banking Corporation, as co-documentation agents
(in such capacities, the "Co-Documentation Agent"), 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").

                              W I T N E S S E T H:

      WHEREAS, the Borrower obtained a term loan facility pursuant to the Credit
Agreement dated as of June 13, 2006 as amended on November 27, 2006 (as amended
prior to the Restatement Effective Date, the "Existing Credit Agreement") in an
aggregate amount of $800,000,000 to refinance certain of its existing
indebtedness, for working capital and for general corporate purposes;

      WHEREAS, the Borrower obtained an initial incremental term loan facility
in an aggregate amount of $200,000,000 (together with the $800,000,000 obtained
by the Borrower on the Closing Date, the "Existing Term Loan Facility") pursuant
to an incremental term loan amendment (the "Initial Incremental Term Loan
Amendment") dated as of November 27, 2006 (the "Initial Incremental Closing
Date"); and

      WHEREAS, the Borrower and the Lenders have agreed to amend and restate the
Existing Credit Agreement in the manner provided herein pursuant to the
Agreement to Amend and Restate dated as of April [__], 2007 (the "Agreement to
Amend and Restate"), among the Borrower, the Required Lenders, the Additional
Lenders (as defined below) and the Administrative Agent, which, among other
things, provides for an additional term loan facility (the "Additional Term Loan
Facility" and collectively with the Existing Term Loan Facility, the "Facility")
in an amount equal to $500,000,000;

      WHEREAS, the Lenders are willing to extend such credit to the Borrower on
the terms and subject to the conditions set forth herein;

      NOW, THEREFORE, the parties hereto hereby agree that the Existing Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                             SECTION 1 DEFINITIONS

      1.1 Defined Terms. As used in this Agreement, the terms listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

      "ABL Financing": the asset based revolving credit facility dated as of
August 14, 2006 among the Borrower, the lenders from time to time parties
thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, as
amended.

      "ABR": for any day, a rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on
such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%. For purposes hereof: "Prime Rate" shall mean the rate of interest per
annum publicly announced from time to time by the Administrative Agent as its
prime rate in effect at its principal office in New York City (the Prime Rate
not being intended to be the lowest rate of interest charged by the
Administrative Agent in connection with extensions of credit to debtors). Any
change in the ABR due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be
<PAGE>

effective as of the opening of business on the effective day of such change in
the Prime Rate or the Federal Funds Effective Rate, respectively.

      "ABR Loans": Loans the rate of interest applicable to which is based upon
the ABR.

      "Acquired Non-Core Assets": any assets acquired in a Permitted Acquisition
and designated as "non-core assets" by notice from the Borrower to the
Administrative Agent within 30 days after the consummation thereof so long as
such assets do not constitute more than 25% of the assets acquired in any such
Permitted Acquisition.

      "Acquisition": with respect to any Person, (a) the acquisition by such
Person of the Capital Stock of any other Person resulting in such other Person
becoming a Subsidiary of such Person, (b) the acquisition by such Person of all
or substantially all of the assets of any other Person, or (c) any merger or
consolidation of a Subsidiary of such Person with any other Person so long as
the surviving entity of such merger or consolidation is a Subsidiary of such
Person.

      "Additional Term Loans": the term loans made on the Restatement Effective
Date pursuant to Section 2 of the Agreement to Amend and Restate.

      "Additional Term Commitment": as defined in the Agreement to Amend and
Restate.

      "Additional Term Facility": as defined in the recitals to this Agreement.

      "Adjusted EBITDA": at any date of determination, an amount equal to (a)
Consolidated EBITDA for the period from the first day of the first full quarter
after the Closing Date to the last day of the most recent quarter ending prior
to such date of determination for which financial statements have been delivered
(treated as one accounting period) minus (b) the sum of (i) Capital Expenditures
for such period and (ii) the cash interest expense of the Borrower and its
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP.

      "Administrative Agent": JPMorgan Chase Bank, N.A., as the administrative
agent for the Lenders under this Agreement and the other Loan Documents,
together with any of its successors and replacements appointed in accordance
with Section 8.9.

      "Affiliate": as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the securities
having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

      "Agents": the collective reference to the Syndication Agent and the
Administrative Agent.

      "Aggregate Exposure": with respect to any Lender at any time, an amount
equal to (a) the aggregate then unpaid principal amount of such Lender's Term
Loans and (b) if applicable, until the Restatement Effective Date, the aggregate
amount of such Lender's Commitments in respect of the Additional Term Facility
at such time.

<PAGE>

      "Aggregate Exposure Percentage": with respect to any Lender at any time,
the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at
such time to the Aggregate Exposure of all Lenders at such time.

      "Agreement": as defined in the preamble hereto.

      "Agreement to Amend and Restate": as defined in the recitals to this
Agreement.

      "Applicable Margin": in the case of ABR Loans, 2.00% and, in the case of
Eurodollar Loans, 3.00%.

      "Approved Fund": as defined in Section 9.6(b).

      "Asset Sale": any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by Section
6.4 other than pursuant to paragraphs (e), (j), (k), (l), (m) and (s) thereof)
that yields gross proceeds to any Group Member (valued at the initial principal
amount thereof in the case of non-cash proceeds consisting of notes or other
debt securities and valued at fair market value in the case of other non-cash
proceeds) in excess of $2,500,000.

      "Asset Sale Proceeds Deferred Amount": with respect to any Asset Sale
Proceeds Event, the aggregate Net Cash Proceeds received by any Group Member in
connection therewith that are not applied to prepay the Term Loans pursuant to
Section 2.5(b) as a result of the delivery of a Note Repurchase Notice and/or a
Reinvestment Notice, as the case may be.

      "Asset Sale Proceeds Event": (a) any Asset Sale permitted under Section
6.4(j), 6.4(k) or 6.4(l) in respect of which the Borrower has delivered a Note
Repurchase Notice and (b) any Asset Sale or Recovery Event in respect of which
the Borrower has delivered a Reinvestment Notice.

      "Asset Sale Proceeds Prepayment Amount": with respect to any Asset Sale
Proceeds Event, the Asset Sale Proceeds Deferred Amount relating thereto less
any amount expended prior to the relevant Asset Sale Proceeds Prepayment Date
(a) in the case of an Asset Sale Proceeds Event for which a Reinvestment Notice
has been delivered, to finance a Permitted Acquisition or to acquire or repair
assets useful in its business or to (other than, except in the case of a
Recovery Event relating thereto, the acquisition of inventory and other current
assets in the ordinary course of business) and/or (b) in the case of an Asset
Sale Proceeds Event for which a Note Repurchase Notice has been delivered, to
repurchase or redeem the 2010 Notes (or, to the extent the 2010 Notes have been
repurchased or redeemed in full, the 2014 Notes).

      "Asset Sale Proceeds Prepayment Date": (a) with respect to any Asset Sale
Proceeds Event for which a Reinvestment Notice has been delivered, the earlier
of (i) the date occurring twelve months after such Asset Sale Proceeds Event and
(ii) the date on which the Borrower shall have notified the Administrative Agent
in writing of its determination not to finance a Permitted Acquisition or to
acquire or repair assets useful in the business of the Borrower or its
Subsidiaries (other than, except in the case of a Recovery Event relating
thereto, the acquisition of inventory and other current assets in the ordinary
course of business) with all or any portion of the relevant Asset Sale Proceeds
Deferred Amount and (b) with respect to any Asset Sale Proceeds Event for which
a Note Repurchase Notice has been delivered, the earlier of (i) the date
occurring six months after such Asset Sale Proceeds Event and (ii) the date on
which the Borrower shall have determined not to repurchase or redeem the 2010
Notes (or, to the extent the 2010 Notes have been repurchased or redeemed in
full, the 2014 Notes) with all or a portion of the relevant Asset Sale Proceeds
Deferred Amount.

<PAGE>

      "Assignee": as defined in Section 9.6(b).

      "Assignment and Assumption": an Assignment and Assumption, substantially
in the form of Exhibit E.

      "Benefitted Lender": as defined in Section 9.7(a).

      "Board": the Board of Governors of the Federal Reserve System of the
United States (or any successor).

      "Borrower": as defined in the preamble hereto.

      "Borrowing Date": any Business Day specified by the Borrower as a date on
which the Borrower requests the relevant Lenders to make Loans hereunder.

      "Business": as defined in Section 3.17(b).

      "Business Day": a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close,
provided, that with respect to notices and determinations in connection with,
and payments of principal and interest on, Eurodollar Loans, such day is also a
day for trading by and between banks in Dollar deposits in the London interbank
eurodollar market.

      "Capital Expenditures": for any period, with respect to any Person, the
aggregate of all expenditures by such Person and its Subsidiaries for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries. Notwithstanding
the foregoing, Capital Expenditures shall not include, without duplication: (a)
the consideration for any Permitted Acquisition or Investments (other than
Investments pursuant to Section 6.7(x)); (b) capital expenditures recorded as
result of the consummation of any sale-leaseback transaction permitted
hereunder; (c) capital expenditures financed with the net cash proceeds of any
issuance of Capital Stock by the Borrower after the Closing Date; (d) capital
expenditures in respect of the purchase price of equipment to the extent the
consideration therefor consists of any combination of (i) equipment traded in at
the time of such purchase pursuant to a Disposition permitted under Section
6.4(a) and (ii) the proceeds of a concurrent Disposition pursuant to Section
6.4(a) of equipment, in each case, in the ordinary course of business; (e)
capital expenditures funded with any Asset Sale Proceeds Deferred Amount; (f)
interest capitalized in respect of capital expenditures and (g) expenditures
that are accounted for as capital expenditures of such Person and that actually
are paid for by a third party (excluding any Group Member) and for which no
Group Member has provided or is required to provide or incur, directly or
indirectly, any consideration or obligation to such third party or any other
Person (whether before, during or after such period), provided that the amount
of capital expenditures excluded pursuant to this clause (g) shall not exceed
$50,000,000 for all periods.

      "Capital Lease Obligations": as to any Person, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP and, for the purposes of
this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.

<PAGE>

      "Capital Stock": any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

      "Cash Equivalents": (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition or, with respect
to any Foreign Subsidiary, an equivalent obligation of the government of the
country in which such Foreign Subsidiary, an equivalent obligation of the
government of the country in which such Foreign Subsidiary transacts business,
in each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of twelve months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $250,000,000, and, with respect to any Foreign
Subsidiary, time deposits, certificates of deposits, overnight bank deposits or
bankers acceptances in the currency of any country in which such Foreign
Subsidiary transacts business having maturities of twelve months or less from
the date of acquisition issued by any commercial bank organized in the United
States having capital and surplus in excess of $100,000,000 or, with respect to
any Foreign Subsidiary, a commercial bank organized under the laws of another
country in which such Foreign Subsidiary transacts business having total assets
in excess of $100,000,000 (or its foreign currency equivalent); (c) commercial
paper of an issuer rated at least A-1 (or the equivalent thereof) by Standard &
Poor's Ratings Services ("S&P") or P-1 (or the equivalent thereof) by Moody's
Investors Service, Inc. ("Moody's"), or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing
within twelve months from the date of acquisition; (d) repurchase obligations of
any Lender or of any commercial bank satisfying the requirements of clause (b)
of this definition with respect to securities issued or fully guaranteed or
insured by the United States government; (e) securities with maturities of one
year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or territory or
by any foreign government, the securities of which state, commonwealth,
territory, political subdivision, taxing authority or foreign government (as the
case may be) are rated at least A by S&P or A by Moody's; (f) securities with
maturities of twelve months or less from the date of acquisition backed by
standby letters of credit issued by any Lender or any commercial bank satisfying
the requirements of clause (b) of this definition; (g) deposits available for
withdrawal on demand with commercial banks organized in the Untied States having
capital and surplus in excess of $100,000,000 or, with respect to any Foreign
Subsidiary, a commercial bank organized under the laws of any other country in
which such Foreign Subsidiary transacts business having total assets in excess
of $100,000,000 (or its foreign currency equivalent), (h) money market mutual or
similar funds that invest exclusively in assets satisfying the requirements of
clauses (a) through (g) of this definition; or (h) money market funds that (i)
comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company
Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody's and (iii)
have portfolio assets of at least $5,000,000,000.

      "Change of Control": (i) any "person" or "group" (as such terms are used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) shall become, or obtain rights (whether by means of
warrants, options or otherwise) to become, the "beneficial owner" (as defined in
Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of
more than 50% of the outstanding common stock of the Borrower, or (ii) the board
of directors of the Borrower shall cease to consist of a majority of Continuing
Directors.

      "Closing Date": June 13, 2006.

<PAGE>

      "CNTA Exception": the exception set forth in Section 3.06 of the Existing
Indenture providing that the Borrower and certain of its Domestic Subsidiaries
may issue or assume certain Debt (as defined in the Existing Indenture) and
Attributable Debt (as defined in the Existing Indenture) which is secured by a
Mortgage (as defined in the Existing Indenture) on certain assets of the
Borrower and certain of its Domestic Subsidiaries without requiring the
Securities (as defined in the Existing Indenture) to be equally and ratably
secured so long as such Debt and Attributable Debt does not exceed 15% of
Consolidated Net Tangible Assets as reflected in the audited consolidated
financial statements for the most recently completed fiscal year prior to the
date such secured Debt or Attributable Debt is issued or assumed.

      "Code": the Internal Revenue Code of 1986, as amended from time to time.

      "Collateral": all property of the Loan Parties, now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security Document.

      "Commitment": as to any Lender, the sum of the Term Commitments of such
Lender.

      "Commitment Quarter": each of the respective three-month periods during
the term of this Agreement ending on September 30, December 31, March 31 and
June 30.

      "Commonly Controlled Entity": an entity, whether or not incorporated, that
is under common control with the Borrower within the meaning of Section 4001 of
ERISA or is part of a group that includes the Borrower and that is treated as a
single employer under Section 414 of the Code.

      "Compliance Certificate": a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit B.

      "Conduit Lender": any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender shall not
relieve the designating Lender of any of its obligations to fund a Loan under
this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender, and provided,
further, that no Conduit Lender shall (a) be entitled to receive any greater
amount pursuant to Section 2.12, 2.13, 2.14 or 9.5 than the designating Lender
would have been entitled to receive in respect of the extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.

      "Confidential Information Memorandum": the Confidential Information
Memorandum dated May 2006 and furnished to certain Lenders.

      "Consolidated EBIT": for any period, as to any person, the consolidated
net income (or loss) of such Person for such period determined in accordance
with GAAP, plus, without duplication and to the extent reflected as a charge in
the statement of such consolidated net income for such period, the sum of (a)
income, withholding, franchise and similar tax expense and (b) interest expense.

      "Consolidated EBITDA": means for any period, Consolidated Net Income for
such period plus, without duplication and to the extent reflected as a charge in
the statement of such Consolidated Net Income for such period, the sum of (a)
income, withholding, franchise and similar tax expense, (b) interest expense,
(c) amortization or write-off of debt discount or deferred financing costs and
debt issuance costs and commissions, discounts and other fees, costs, expenses
and charges

<PAGE>

associated with Indebtedness (including the Loans) and letters of credit, (d)
depreciation and amortization expense, (e) amortization of intangibles
(including, but not limited to, goodwill) and organization costs, (f) any
Permitted Non-Recurring Expenses or Losses, (g) charges subject to Pending
Reimbursements from Ford which have not yet been reimbursed prior to the end of
such period, (h) non-cash compensation charges, including any such charges
arising from stock options, restricted stock grants or other equity-incentive
programs, (i) with respect to any discontinued operation, any loss resulting
therefrom, (j) any one-time non-cash expenses or losses resulting from the
closing of the Outsourcing Initiative, (k) non-recurring fees, costs and
expenses associated with the transactions contemplated by this Agreement,
including the amendment to the Existing Second Amended and Restated Credit
Agreement and incurrence of the Term Loans, the ABL Financing and the European
Financing so long as such fees, costs and expenses are paid on or prior to
September 30, 2006, (l) to the extent actually reimbursed, expenses incurred to
the extent covered by indemnification provisions in any agreement in connection
with a Permitted Acquisition or other Investment, (m) any extraordinary charges
in accordance with GAAP, (n) any unusual or non-recurring non-cash charges
(including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, non-cash losses on
sales of assets outside of the ordinary course of business and non-cash asset
impairment charges but excluding non-cash charges incurred in the ordinary
course of business that represent an accrual of, or reserve, for cash charges in
a future period) and (o) cash restructuring charges related to Dispositions
permitted under Sections 6.4(j) through (m), including, without limitation,
those related to plant closures, severance costs and OPEB liabilities; provided
that the aggregate amount of all such cash restructuring charges added pursuant
to this clause (o) shall not exceed $75,000,000; and provided further that the
aggregate amount of all such charges added during the first four quarters
following the Closing Date shall not exceed $37,500,000 and the aggregate amount
of all such charges during each subsequent four quarter period thereafter shall
not exceed 50% of the amount equal to $75,000,000 less all such charges added
pursuant to this clause (o) during the prior periods, and minus, to the extent
included in the statement of such Consolidated Net Income for such period, the
sum of (i) any unusual or non-recurring non-cash income or gains, (ii) with
respect to any discontinued operation, any gain resulting therefrom, (iii) any
one-time income or gains from the closing of the Outsourcing Initiative and (iv)
any cash payments made during such period in respect of items described in
clause (n) above, all as determined on a consolidated basis. For the purposes of
calculating Consolidated EBITDA during any four quarter period in which a
Material Acquisition or a Material Disposition has occurred (each, a "Reference
Period"), (i) if at any time during such Reference Period the Borrower or any
Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for
such Reference Period shall be reduced by an amount equal to the Consolidated
EBITDA (if positive) attributable to the property that is the subject of such
Material Disposition for such Reference Period or increased by an amount equal
to the Consolidated EBITDA (if negative) attributable thereto for such Reference
Period and (ii) if during such Reference Period the Borrower or any Subsidiary
shall have made a Material Acquisition, Consolidated EBITDA for such Reference
Period shall be calculated after giving pro forma effect thereto as if such
Material Acquisition occurred on the first day of such Reference Period. The pro
forma calculations pursuant to the immediately preceding sentence shall be made
in accordance with Regulation S-X under the Securities Act of 1933, as amended,
and may include pro forma adjustments in respect of cost savings (x) made in
compliance with such Regulation S-X or (y) otherwise acceptable to the
Administrative Agent in its discretion (but not exceeding, in the case of this
clause (y), 10% of the Consolidated EBITDA attributable to the relevant Material
Acquisition).

      "Consolidated EBITDA Disposition Percentage": with respect to any
Disposition, the percentage of Consolidated EBITDA for the most recent period of
four consecutive fiscal quarters for which financial statements have been
delivered attributable to the property to be Disposed of in such Disposition.

<PAGE>

      "Consolidated Leverage Ratio": as of the end of any fiscal quarter, the
ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA
for the period of four fiscal quarters ending as of such date.

      "Consolidated Net Income": for any period, the consolidated net income (or
loss) of the Borrower and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP, provided that Consolidated Net Income for any such
period shall exclude, without duplication, (i) the cumulative effect of a change
in accounting principles during such period, (ii) the income or loss of any
Subsidiary (other than a Loan Party) to the extent that the declaration or
payment of dividends or similar distributions by such Subsidiary of that income
is not at the time permitted without any prior governmental approval (which has
not been obtained) or, directly or indirectly, by the operation of the terms of
its charter or any agreement, instrument, judgment, decree, statute, rule or
governmental regulation applicable to such Subsidiary or its stockholders (which
has not been legally waived), (iii) the income or loss of any Person (other than
a Subsidiary) in which the Borrower and its Subsidiaries have an ownership
interest, except to the extent of the amount of dividends or other distributions
actually paid in cash to the Borrower or one of its Subsidiaries by such Person
during such period, and (iv) except as contemplated in the definition of
Consolidated EBITDA, the income or loss of any Person accrued prior to the date
it becomes a Subsidiary or is merged into or consolidated with the Borrower or
any of its Subsidiaries. There shall be excluded in determining Consolidated Net
Income unrealized losses or gains in respect of Swap Agreements and other
embedded derivatives or similar contracts that require the same accounting
treatment as Swap Agreements.

      "Consolidated Net Tangible Assets": as calculated in accordance with GAAP,
as of the date of determination, all amounts that would be set forth under the
caption "total assets" (or any like caption) on a consolidated balance sheet of
the Borrower and its consolidated Subsidiaries less (i) all current liabilities
and (ii) goodwill, trade names, patents, unamortized debt discount, organization
expenses and other like intangibles of the Borrower and its consolidated
Subsidiaries.

      "Consolidated Total Debt": as of any date and without duplication, the
aggregate principal amount of all Debt of the Company and its Subsidiaries on a
consolidated basis.

      "Continuing Directors": the directors of the Borrower on the Closing Date
and each other director, if, in each case, such other director's nomination for
election to the board of directors of the Borrower is recommended by the
committee of the board of directors designated to make such recommendations;
provided that such committee has been appointed by 51% of the then Continuing
Directors.

      "Contractual Obligation": as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.

      "Core Assets": assets used to manufacture or produce goods for sale in
climate control, interiors and electronics (including lighting) lines of
business.

      "Debt": as of any date, as to any Person, the sum of, without duplication
(a) the amount outstanding on such date under notes, bonds, debentures,
commercial paper, or other similar evidences of indebtedness for money borrowed
of such Person and (b) all other amounts that would appear as debt on a
consolidated balance sheet of such Person and its Subsidiaries as of such date
in accordance with GAAP (excluding items which appear in the footnotes only).

<PAGE>

      "Default": any of the events specified in Section 7, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

      "Designated Foreign Assets": at any date of determination, an amount equal
to the sum of (a) 85% of the accounts receivable reflected in accordance with
GAAP on the consolidated balance sheet of the Borrower as of the most recent
date for which financial statements have been delivered which are attributable
to Foreign Subsidiaries (other than Halla Climate Control Corporation and its
Subsidiaries) and (b) 65% of the inventory reflected on such balance sheet in
accordance with GAAP which are attributable to such Foreign Subsidiaries.

      "Disposition": with respect to any property, any sale, lease, sale and
leaseback, assignment, conveyance, transfer or other disposition thereof. The
terms "Dispose" and "Disposed of" shall have correlative meanings.

      "Documentation Agent": as defined in the preamble hereto.

      "Dollars" and "$": dollars in lawful currency of the United States.

      "Domestic Subsidiary": any Subsidiary of the Borrower organized under the
laws of any jurisdiction within the United States.

      "Environmental Laws": any and all foreign, Federal, state, local or
municipal laws, rules having the force and effect of law, orders, regulations,
statutes, ordinances, codes, decrees, requirements of any Governmental Authority
or other Requirements of Law (including common law) regulating, relating to or
imposing liability or standards of conduct concerning protection of human health
or the environment, as now or may at any time hereafter be in effect.

      "ERISA": the Employee Retirement Income Security Act of 1974, as amended
from time to time.

      "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves) under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

      "Eurodollar Base Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Page
3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period. In the event that such rate does
not appear on Page 3750 of the Telerate screen (or otherwise on such screen),
the "Eurodollar Base Rate" shall be determined by reference to such other
comparable publicly available service for displaying eurodollar rates as may be
selected by the Administrative Agent or, in the absence of such availability, by
reference to the rate at which the Administrative Agent is offered Dollar
deposits at or about 11:00 A.M., New York City time, two Business Days prior to
the beginning of such Interest Period in the interbank eurodollar market where
its eurodollar and foreign currency and exchange operations are then being
conducted for delivery on the first day of such Interest Period for the number
of days comprised therein.

<PAGE>

      "Eurodollar Loans": Loans the rate of interest applicable to which is
based upon the Eurodollar Rate.

      "Eurodollar Rate": with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

      "Eurodollar Tranche": the collective reference to Eurodollar Loans under
the Facility the then current Interest Periods with respect to all of which
begin on the same date and end on the same later date (whether or not such Loans
shall originally have been made on the same day).

      "European Financing": the financing of Receivables and any Related
Security (it being understood that Standard Securitization Undertakings shall be
permitted in connection with such financing) entered into by certain Foreign
Subsidiaries organized under the laws of one or more jurisdictions in Europe and
the Securitization Subsidiary and with respect to Portuguese Receivables,
Bermuda, pursuant to documentation dated as of August 14, 2006 and November 13,
2006, in each case, as amended.

      "Event of Default": any of the events specified in Section 7, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

      "Excepted Secured Debt Amount": on any date, an amount equal to 15% of
Consolidated Net Tangible Assets, determined based on the most recent audited
consolidated financial statements of the Borrower available to the
Administrative Agent.

      "Excluded Entities": Atlantic Automotive Components, LLC, GCM/Visteon
Automotive Systems, LLC, GCM/Visteon Automotive Leasing, LLC, AutoNeural
Systems, LLC and MIG-Visteon Automotive Systems, LLC, any other Subsidiary
created after the Closing Date in connection with the establishment of a Joint
Venture with any Person (other than a Group Member) which Subsidiary is not, and
was never, a Wholly Owned Subsidiary and the TMD Entities.

      "Excluded Foreign Subsidiary": any Foreign Subsidiary in respect of which
either (a) the pledge of more than 65% of the Capital Stock of such Subsidiary
as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations,
would, in the good faith judgment of the Borrower, result in adverse tax
consequences to the Borrower or its Subsidiaries.

      "Existing Credit Agreement": as defined in the recitals to this Agreement.

      "Existing Term Loan Facility": as defined in the recitals to this
Agreement.

      "Existing Indenture": the Amended and Restated Indenture between the
Borrower and J.P. Morgan Trust Company, National Association, dated as of March
10, 2004, as in effect as of the Closing Date.

      "Facility": each of Term Commitments and the Term Loans made thereunder.

<PAGE>

      "Federal Funds Effective Rate": for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by it.

      "Ford": Ford Motor Company.

      "Ford Documentation": the definitive documentation executed in connection
with the Ford Transactions.

      "Ford Transactions": the collective reference to (i) the transfer of the
properties contemplated by the Ford Documentation and certain associated assets
from the Borrower to one or more separate entities that were acquired by Ford,
(ii) the termination of the leasing arrangements for approximately 17,400
Ford-UAW employees, (iii) the relief by Ford of the Borrower's liability,
including approximately $1,500,000,000 of previously deferred gains related to
Ford-UAW post-retirement health care and life insurance benefit obligations, for
former assigned employees and retirees and certain salaried retirees in an
aggregate amount of approximately $2,000,000,000, (iv) the transfer of all
assets in the Borrower's UAW Voluntary Employee Beneficiary Association to the
Ford-UAW Voluntary Employee Beneficiary Association, (v) the reimbursement by
Ford of up to $550,000,000 of additional restructuring actions by the Borrower,
(vi) the payment by Ford of certain transferred inventory based on net book
value at the time of the closing of the Ford Transactions, (vii) the loan by
Ford to the Borrower in an amount of up to $250,000,000 (it being understood
that such loan was terminated on September 30, 2005) and (viii) the issuance by
the Borrower to Ford of warrants to purchase 25,000,000 shares of the Borrower's
common stock at an exercise price of $6.90 per share and (ix) any other
transactions described in the Ford Documentation.

      "Foreign Debt Base Amount": as of any date of determination, an amount
equal to the sum of (a) 85% of the accounts receivable reflected on the
consolidated balance sheet of the Borrower as of March 31, 2006 in accordance
with GAAP which are attributable to Foreign Subsidiaries (other than Halla
Climate Control Corporation and its Subsidiaries) and (b) 65% of inventory
reflected on such balance sheet in accordance with GAAP which are attributable
to such Foreign Subsidiaries.

      "Foreign Stock Holding Company": any Domestic Subsidiary or any Foreign
Subsidiary (provided that such Foreign Subsidiary shall be considered a Domestic
Subsidiary for purposes of the Guarantee and Collateral Agreement and Sections
5.9 and 5.10 of this Agreement) of the Borrower created or acquired to hold the
Capital Stock of first-tier Foreign Subsidiaries. It is understood and agreed
that each such Subsidiary shall be a passive holding company (with the only
assets of such Subsidiary being the Capital Stock of first-tier Foreign
Subsidiaries) and each such Subsidiary shall be subject to the requirements of
Section 6.16. It is further understood and agreed that Foreign Stock Holding
Companies shall not be Excluded Foreign Subsidiaries for purposes of this
Agreement.

      "Foreign Subsidiary": any Subsidiary of the Borrower that is not a
Domestic Subsidiary.

      "Funding Office": the office of the Administrative Agent specified in
Section 9.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and
the Lenders.

      "GAAP": generally accepted accounting principles in the United States as
in effect from time to time.

<PAGE>

      "Governmental Authority": any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

      "Group Members": the collective reference to the Borrower and its
Subsidiaries.

      "Guarantee and Collateral Agreement": the Guarantee and Collateral
Agreement executed and delivered by the Borrower and each Subsidiary Guarantor
on the Closing Date, as amended, substantially in the form of Exhibit A.

      "Guarantee Obligation": as to any Person (the "guaranteeing person"), any
obligation, including a reimbursement, counterindemnity or similar obligation,
of the guaranteeing Person that guarantees or in effect guarantees, or which is
given to induce the creation of a separate obligation by another Person
(including any bank under any letter of credit) that guarantees or in effect
guarantees, any Indebtedness, leases, dividends or other obligations (the
"primary obligations") of any other third Person (the "primary obligor") in any
manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection or standard contractual indemnities, in each case in the ordinary
course of business. The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.

      "Guarantors": each Domestic Subsidiary of the Borrower other than (a) any
of the Excluded Entities, (b) Oasis Holdings Statutory Trust and (c) the
Securitization Subsidiary.

      "Immaterial Subsidiary": a Subsidiary other than a Material Subsidiary.

      "Incremental Lender: as defined in Section 2.17.

      "Incremental Term Loan": as defined in Section 2.17.

      "Incremental Term Loan Amendment": as defined in Section 2.17.

      "Indebtedness": of any Person at any date, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than trade
payables and accrued expenses, in each case in the ordinary course of such
Person's business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or

<PAGE>

other similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all Capital Lease Obligations of such Person, (f)
all obligations of such Person, contingent or otherwise, as an account party or
applicant under or in respect of acceptances, letters of credit, surety bonds or
similar arrangements, (g) the liquidation value of all mandatorily redeemable
preferred Capital Stock of such Person, (h) all Guarantee Obligations of such
Person in respect of obligations of the kind referred to in clauses (a) through
(g) above, (i) all obligations of the kind referred to in clauses (a) through
(h) above secured by (or for which the holder of such obligation has an existing
right, contingent or otherwise, to be secured by) any Lien on property
(including accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation, and
(j) for the purposes of Section 7(e) only, the Termination Value in respect of
Swap Agreements of such Person. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness expressly provide that such
Person is not liable therefor. The amount of Indebtedness of any Person for
purposes of clause (i) shall be deemed to be equal to the lesser of (x) the
aggregate unpaid amount of such Indebtedness and (y) the fair market value of
the property encumbered thereby as determined by such Person in good faith. To
the extent not otherwise included, Indebtedness shall include an amount equal to
the aggregate net outstanding amount theretofore paid by lenders or purchasers
under any Permitted Receivables Financing in connection with their purchase of,
or the making of loans secured by the receivables subject to such Permitted
Receivables Financing, as reduced from time to time by collections received by
such lenders or purchasers or any discharge of the obligation to repay or
repurchase such receivables.

      "Initial Incremental Closing Date": as defined in the recitals to this
Agreement.

      "Initial Incremental Term Loan Amendment": as defined in the recitals to
this Agreement.

      "Insolvency": with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

      "Insolvent": pertaining to a condition of Insolvency.

      "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

      "Intercreditor Agreement": the Intercreditor Agreement dated as of June
13, 2006 among, the Borrower, each Guarantor, the Administrative Agent and the
administrative agent under the Existing Amended and Restated Credit Agreement
dated as of January 9, 2006 and any other Persons from time to time parties
thereto, as amended.

      "Interest Payment Date": (a) as to any ABR Loan, the last day of each
March, June, September and December to occur while such Loan is outstanding and
the final maturity date of such Loan, (b) as to any Eurodollar Loan having an
Interest Period of three months or less, the last day of such Interest Period,
(c) as to any Eurodollar Loan having an Interest Period longer than three
months, each

<PAGE>

day that is three months, or a whole multiple thereof, after the first day of
such Interest Period and the last day of such Interest Period and (d) as to any
Loan, the date of any repayment or prepayment made in respect thereof.

            "Interest Period": as to any Eurodollar Loan, (a) initially, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two, three or six (or, if
available to all Lenders under the Facility, nine or twelve) months thereafter,
as selected by the Borrower in its notice of borrowing or notice of conversion,
as the case may be, given with respect thereto; and (b) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to
such Eurodollar Loan and ending one, two, three or six (or, if available to all
Lenders under the Facility, nine or twelve) months thereafter, as selected by
the Borrower by irrevocable notice to the Administrative Agent not later than
11:00 A.M., New York City time, on the date that is three Business Days prior to
the last day of the then current Interest Period with respect thereto; provided
that, all of the foregoing provisions relating to Interest Periods are subject
to the following:

            (i) if any Interest Period would otherwise end on a day that is not
      a Business Day, such Interest Period shall be extended to the next
      succeeding Business Day unless the result of such extension would be to
      carry such Interest Period into another calendar month in which event such
      Interest Period shall end on the immediately preceding Business Day;

            (ii) the Borrower may not select an Interest Period under the
      Facility that would extend beyond the date final payment is due on the
      Term Loans; and

            (iii) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of a calendar month.

            "Investments": as defined in Section 6.7.

            "Joint Lead Arrangers": J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc.

            "Joint Venture": any Person a portion (but not all) of the Capital
Stock of which is owned by a Group Member but which is not a Wholly Owned
Subsidiary and which is engaged in a business which is similar to or
complementary with the business of the Group Member as permitted under Section
6.14 of this Agreement.

            "Lenders": as defined in the preamble hereto; provided, that unless
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.

            "Lien": any mortgage, pledge, hypothecation, assignment,
encumbrance, lien (statutory or other), charge or other security interest or any
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any capital lease having substantially the same economic
effect as any of the foregoing).

            "Loan": any loan made by any Lender pursuant to this Agreement.

            "Loan Documents": this Agreement, the Security Documents, the
Intercreditor Agreement, the Notes and any amendment, waiver, supplement or
other modification to any of the foregoing.

<PAGE>

      "Loan Parties": each Group Member that is a party to a Loan Document.

      "Material Acquisition": any one or more related acquisitions of any
business entity or entities, or of any operating unit or units of any business
entity or entities, that become consolidated with the Borrower in accordance
with GAAP and that involve the payment of consideration (including, without
limitation, the assumption of debt) by the Borrower and its Subsidiaries in
excess of $25,000,000 in the aggregate during any Commitment Quarter.

      "Material Adverse Effect": a material adverse effect on (a) the business,
property, operations or financial condition of the Borrower and its Subsidiaries
taken as a whole or (b) the validity or enforceability of this Agreement or any
of the other Loan Documents or the rights or remedies of the Administrative
Agent or the Lenders hereunder or thereunder.

      "Material Disposition": any one or more related dispositions by the
Borrower or a Subsidiary of any business entity or entities, or of any operating
unit or units of the Borrower or a Subsidiary, that become unconsolidated with
the Borrower in accordance with GAAP and that involve the receipt of
consideration by the Borrower and its Subsidiaries in excess of $25,000,000 in
the aggregate during any Commitment Quarter; provided that the dispositions made
in connection with the Ford Transactions shall not be considered Material
Dispositions.

      "Material Group Members": all Group Members other than Immaterial
Subsidiaries.

      "Material Subsidiary": any Subsidiary of the Borrower with revenues of
more than 10% of the consolidated revenues of the Borrower and its Subsidiaries
and Consolidated EBIT of more than 0 as of the last fiscal year for which
financial statements have been delivered to the Administrative Agent under
Section 5.1(a).

      "Materials of Environmental Concern": any gasoline or petroleum (including
crude oil or any fraction thereof) or petroleum products or any hazardous or
toxic substances, materials or wastes, defined or regulated as such in or under
any Environmental Law, including asbestos, polychlorinated biphenyls and
urea-formaldehyde insulation.

      "Maturity Date": (a) with respect to the Original Term Loans, the seventh
anniversary of the Closing Date and (b) with respect to the Additional Term
Loans, December 13, 2013.

      "Mortgaged Properties": the real properties listed on Schedule 1.1B, as to
which the Administrative Agent for the benefit of the Lenders shall be granted a
Lien pursuant to the Mortgages.

      "Mortgages": each of the mortgages and deeds of trust made by any Loan
Party in favor of, or for the benefit of, the Administrative Agent for the
benefit of the Lenders, substantially in the form of Exhibit D (with such
changes thereto as shall be advisable under the law of the jurisdiction in which
such mortgage or deed of trust is to be recorded).

      "Multiemployer Plan": a Plan that is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

      "Net Cash Proceeds": (a) in connection with any Asset Sale or any Recovery
Event, the proceeds thereof in the form of cash and Cash Equivalents (including
any such proceeds received by way of deferred payment of principal pursuant to a
note or installment receivable or purchase price adjustment receivable or
otherwise, but only as and when received), net of attorneys' fees, accountants'
fees, investment banking fees, amounts required to be applied to the repayment
of Indebtedness secured by a

<PAGE>

Lien expressly permitted hereunder on any asset that is the subject of such
Asset Sale or Recovery Event (other than any Lien pursuant to a Security
Document), pension or OPEB liabilities paid or reserved with respect to any such
assets and other customary fees and expenses actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements) and any reserve established in
accordance with GAAP with respect to liabilities associated with such Asset Sale
(provided that "Net Cash Proceeds" shall include any such amounts received upon
the reversal of any such reserve) and (b) in connection with any incurrence of
Indebtedness, the cash proceeds received from such incurrence, net of attorneys'
fees, investment banking fees, accountants' fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in
connection therewith.

      "Non-Excluded Taxes": as defined in Section 2.13(a).

      "Non-Loan Party Intercompany Debt Basket": as defined in Section 6.7(h).

      "Non-Recourse Debt": all Indebtedness which, in accordance with GAAP, is
not required to be recognized on a consolidated balance sheet of the Borrower as
a liability.

      "Non-U.S. Lender": as defined in Section 2.13(d).

      "Note Repurchase Notice": a written notice executed by a Responsible
Officer stating that no Event of Default has occurred and is continuing and that
the Borrower intends or expects to use all or a portion of the Net Cash Proceeds
of an Asset Sale permitted under Sections 6.4(j), 6.4(k) or 6.4(l) to repurchase
or redeem the 2010 Notes, or to the extent the 2010 Notes have been repurchased
or redeemed in full, the 2014 Notes.

      "Notes": the collective reference to any promissory note evidencing Loans.

      "Obligations": the unpaid principal of and interest on (including interest
accruing after the maturity of the Loans and interest accruing after the filing
of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Borrower to the
Administrative Agent or to any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement or any other Loan
Document, whether on account of principal, interest, reimbursement obligations,
fees, indemnities, costs, expenses (including all fees, charges and
disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.

      "Original Term Loans": the collective reference to the Term Loans made on
the Closing Date and the Incremental Loans made pursuant to the Initial
Incremental Term Loan Amendment.

      "Original Term Loan Commitment": (a) in the case of each Lender that was a
Lender on the Closing Date and had a "Term Commitment" set forth opposite such
Lender's name on Schedule 1.1A to the Existing Credit Agreement, the obligation
of such Lender, if any, to make a Term Loan to the Borrower in a principal
amount not to exceed the amount of such Lender's "Term Commitment" as set forth
on such Schedule, (b) in the case of each Lender that became a Lender on the
Initial Incremental Closing Date and had a "Term Commitment" set forth opposite
such Lender's name on Schedule I to the Initial Incremental Term Loan Amendment,
the obligation of such Lender, if any, to make a Term Loan to the Borrower in a
principal amount not to exceed the amount of such Lender's "Term Commitment" as
set forth on such Schedule and (c) in the case of any Lender that became a
Lender under the Existing

<PAGE>

Credit Agreement after the Closing Date or after the Initial Incremental Closing
Date, as the case may be, the amount specified as such Lender's "Term
Commitment" in the Assignment and Acceptance pursuant to which such Lender
assumed a portion of the aggregate Term Commitments, in each case as such amount
may have changed prior to the Restatement Effective Date.

      "Other Securitization Assets": with respect to any Receivable subject to a
Permitted Receivables Financing, all collections relating to such Receivable and
all lock-boxes and similar arrangements and collection accounts into which the
proceeds of such Receivable or a Related Security with respect to such
Receivable are collected or deposited, all rights of the Borrower or any
Subsidiary in, to and under the related purchase and sale agreements, and all
other rights and payments relating to such Receivable.

      "Other Taxes": any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.

      "Outsourcing Initiative": collectively (a) any sale or transfer for fair
market value (taking into account the terms and conditions of the purchase
agreement described in clause (b) below) by the Borrower or any Subsidiary of
Core Assets related to a particular line of business (or a portion thereof) to
any Person; provided that the book value of such Core Assets shall not exceed
$250,000,000, and (b) an agreement by the Borrower or any Subsidiary to purchase
parts relating to such line of business (or a portion thereof) from such Person.

      "Participant": as defined in Section 9.6(c).

      "PBGC": the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA (or any successor).

      "Pending Reimbursement": reimbursements for restructuring charges taken by
the Borrower which are eligible for reimbursement by Ford pursuant to the Ford
Documentation (with eligibility determined as of the date of delivery of the
Compliance Certificate for the relevant period pursuant to Section 5.2(a)) but
which have not yet been reimbursed by Ford as of the last day of the relevant
period; provided that such Pending Reimbursements shall not exceed $200,000,000
in the aggregate for any period. The Compliance Certificate delivered in
connection with the relevant financial statements shall include all information
and calculations with respect to the Pending Reimbursements.

      "Permitted Acquisition": any Acquisition with respect to which each of the
following conditions have been satisfied:

      (a) No Default or Event of Default then exists or would arise from the
consummation of such Acquisition;

      (b) Such Acquisition shall have been approved by the board of directors of
the Person (or similar governing body if such Person is not a corporation) which
is the subject of such Acquisition and such Person shall not have announced that
it will oppose such Acquisition and shall not have commenced any action which
alleges that any such Acquisition will violate any Requirement of Law;

      (c) The consideration for such Acquisition shall consist exclusively of
(i) newly issued shares of Capital Stock of the Borrower, (ii) consideration
permitted under Section 6.7(i) or (iii) the reinvestment of Net Cash Proceeds of
Asset Sales to the extent permitted under Section 2.5; and

<PAGE>

      (d) The Borrower shall, upon consummation of such Acquisition, be in
compliance with the requirements of Section 5.9 with respect to the assets and
Capital Stock acquired in such Acquisition.

      "Permitted Additional Debt": Permitted Debt that (a) issued by the
Borrower that is not Guaranteed by any Person that is not a Loan Party and (b)
has terms and conditions (other than interest rates, which shall be market rates
for debt securities with comparable terms) that are customary for high-yield
debt securities of the same type as such Permitted Debt.

      "Permitted Encumbrances": the liens permitted under Sections 6.2(a)
through (e) of this Agreement.

      "Permitted Debt": Indebtedness for borrowed money in respect of debt
securities issued in a capital markets transaction that is (a) unsecured, (b)
matures no earlier than, and does not require any scheduled principal payments
until after the Maturity Date and (c) does not include any mandatory redemption,
sinking fund or similar provisions (including the rights on the part of any
holder to require the redemption or repurchase of any such Indebtedness or to
convert any such Indebtedness), in each case that could require any payment of
or on account of principal in respect thereof until after the Maturity Date,
other than pursuant to change of control or asset sale provisions customary for
high-yield debt securities of the same type as such Indebtedness.

      "Permitted Non-Recurring Expenses or Losses": non-recurring non-cash
expenses or losses and non-recurring cash expenses or losses relating to the
Ford Transactions and identified prior to the Closing Date in an amount not to
exceed $350,000,000 in the aggregate.

      "Permitted Receivables Financing": at any date of determination, the
aggregate amount of (i) any Non-Recourse Debt outstanding on such date relating
to the sale or financing of Receivables and any Related Security or (ii) other
sales (in connection with financings of) and financings of Receivables and any
Related Security of the Borrower or any of its Subsidiaries (it being understood
that Standard Securitization Undertakings shall be permitted in connection with
such financings).

      "Permitted Restructuring Transaction": the sale, contribution or other
transfer by the Borrower or any Subsidiary (the "Assignor") of its ownership
interest in a newly created Domestic Subsidiary (created for the purpose of
holding intercompany loans or other receivables from Foreign Subsidiaries and
which engages in no other business or activities) or a Foreign Subsidiary to
another Foreign Subsidiary (which transferee Foreign Subsidiary may have dual
incorporation in the United States and a foreign jurisdiction (it being
understood that any such entity shall not be a Domestic Subsidiary for purposes
of this Agreement and shall be treated as a Foreign Subsidiary for all purposes)
of the Borrower (the "Acquiring Subsidiary") for cash or non-cash consideration
with any cash consideration to be paid by the Acquiring Subsidiary from (i) an
intercompany loan from the Borrower or another Subsidiary to the Acquiring
Subsidiary otherwise permitted hereunder or (ii) cash or Cash Equivalents of the
Acquiring Subsidiary (not representing proceeds described in clause (i) above).

      "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

      "Plan": at a particular time, any employee benefit plan that is covered by
ERISA and in respect of which the Borrower or a Commonly Controlled Entity is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

<PAGE>

      "Prepayment Amount": as defined in Section 2.5(e)).

      "Pro Forma Balance Sheet": as defined in Section 3.1(a).

      "Projections": as defined in Section 5.2(c).

      "Properties": as defined in Section 3.17(a).

      "Receivables": any indebtedness and other obligations owed to the Borrower
or any relevant Subsidiary, or in which such party has a security interest or
other interest, or any right of the Borrower or such Subsidiary to payment from
or on behalf of an obligor, whether constituting an account, chattel paper,
instrument or general intangible, arising in connection with the sale or lease
of goods or the rendering of services by the Borrower or such Subsidiary,
including, without limitation, the obligation to pay any finance charges, fees
and other charges with respect thereto.

      "Recovery Event": any settlement of or payment in respect of any property
or casualty insurance claim or any condemnation proceeding relating to any asset
of any Group Member.

      "Register": as defined in Section 9.6(b).

      "Regulation U": Regulation U of the Board as in effect from time to time.

      "Reinvestment Notice": a written notice executed by a Responsible Officer
stating that the Borrower (directly or indirectly through a Subsidiary) intends
and expects to use all or a specified portion of the Net Cash Proceeds of an
Asset Sale or Recovery Event to finance a Permitted Acquisition or to acquire or
repair assets useful in its business (other than, except in the case of a
Recovery Event relating thereto, the acquisition of inventory and other current
assets in the ordinary course of business).

      "Related Security": with respect to any Receivable, (a) all of the
Borrower's (or the relevant Subsidiary's) interest, in any inventory and goods
(including returned or repossessed inventory and goods), and documentation or
title evidencing the shipment or storage of any inventory and goods (including
returned or repossessed inventory and goods), relating to any sale giving rise
to such Receivable, and all insurance contracts with respect thereto; (b) all
other security interests or liens and property subject thereto from time to time
purporting to secure payment of such Receivable, together with all UCC financing
statements or similar filings and security agreements describing any collateral
relating thereto; (c) all guaranties, letters of credit, letter of credit
rights, supporting obligations, indemnities, insurance and other agreements or
arrangements of whatever character from time to time supporting or securing
payment of such Receivable or otherwise relating to such Receivable; (d) all
service contracts and other contracts, agreements, instruments and other
writings associated with such Receivable; (e) all records related to such
Receivable or any of the foregoing; (f) all of the Borrower's or relevant
Subsidiary's right, title and interest in, to and under the sales agreement and
related performance guaranty and the like in respect of such Receivable; and (g)
all proceeds of any of the foregoing.

      "Remaining Present Value": as of any date with respect to any lease, the
present value as of such date of the scheduled future lease payments with
respect to such lease, determined at a discount rate equal to a market rate of
interest for such lease reasonably determined at the time such lease was entered
into.

      "Reorganization": with respect to any Multiemployer Plan, the condition
that such plan is in reorganization within the meaning of Section 4241 of ERISA.

<PAGE>

      "Reportable Event": any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
Section 4043.

      "Required Lenders": at any time, the holders of more than 50% of (a) until
the Closing Date, the Commitments then in effect and (b) thereafter, the sum of
the aggregate unpaid principal amount of the Term Loans then outstanding.

      "Requirement of Law": as to any Person, the Certificate of Incorporation
and By-Laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

      "Responsible Officer": the chief executive officer, president, chief
financial officer, chief accounting officer, treasurer, assistant treasurer,
secretary or assistant secretary of the Borrower, but in any event, with respect
to financial matters, the chief financial officer, chief accounting officer,
treasurer or assistant treasurer of the Borrower.

      "Restatement Loan Documents": the documents delivered pursuant to Section
5(a) of the Agreement to Amend and Restate.

      "Restatement Effective Date": as defined in the Agreement to Amend and
Restate.

      "Restricted Payments": as defined in Section 6.5.

      "SEC": the Securities and Exchange Commission, any successor thereto and
any analogous Governmental Authority.

      "Securitization Subsidiary": a Domestic Subsidiary of the Borrower newly
created to act as the principal for the European contract manufacturing
arrangement and to be responsible for managing the functions and risks of the
Borrower's European operations; provided that such Domestic Subsidiary shall be
subject to the limitations set forth in Section 6.18.

      "Security Documents": the collective reference to the Guarantee and
Collateral Agreement, the Mortgages and all other security documents delivered
after the Closing Date to the Administrative Agent granting a Lien on any
property of any Person to secure the obligations and liabilities of any Loan
Party under any Loan Document.

      "Single Employer Plan": any Plan that is covered by Title IV of ERISA, but
that is not a Multiemployer Plan.

      "Specified Assets": the assets described on Schedule 1.1C.

      "Standard Securitization Undertakings": representations, warranties,
covenants and indemnities entered into by the Borrower or any Subsidiary which
are reasonably customary in a securitization or other sales (in connection with
financings of) and financings of Receivables and any Related Security,
including, without limitation, those relating to the servicing of assets of such
securitization or financing; provided that, other than in connection with the
European Financing, in no event shall Standard Securitization Undertakings
include any guarantee of indebtedness incurred in connection with the such
securitization or such financing (other than (i) in the case of Section 6.1(i),
guarantees of obligations of participating Foreign Subsidiaries and the
Securitization Subsidiary in respect

<PAGE>

thereof by other Foreign Subsidiaries and the Securitization Subsidiary and (ii)
in the case of Section 6.1(h), guarantees of obligations of participating
Domestic Subsidiaries in respect thereof by the participating Domestic
Subsidiaries).

      "Subsidiary": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having more than 50% of the ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned
directly or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower.

      "Swap Agreement": (a) any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower or any of its Subsidiaries shall be a "Swap Agreement" and (b) any
agreement with respect to any transactions (together with any related
confirmations) which are subject to the terms and conditions of, or are governed
by, any master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement or any
other similar master agreement.

      "Syndication Agent": as defined in the preamble hereto.

      "Term Lender": each Lender that has a Term Commitment or that holds a Term
Loan; collectively, the "Term Lenders."

      "Term Loans": as defined in Section 2.1. To the extent any Incremental
Term Loans are made under Section 2.17 of this Agreement, "Term Loans" shall, to
the extent appropriate, include such Incremental Term Loans.

      "Term Commitment": as to any Lender, its Original Term Loan Commitment
and/or its Additional Term Loan Commitment.

      "Term Percentage": as to any Term Lender at any time, the percentage which
such Lender's Term Commitment then constitutes of the aggregate Term Commitments
(or, at any time after the Closing Date, the percentage which the aggregate
principal amount of such Lender's Term Loans then outstanding constitutes of the
aggregate principal amount of the Term Loans then outstanding).

      "Termination Value": on any date in respect of any Swap Agreement, after
taking into account the effect of any legally enforceable netting agreement
relating to such Swap Agreement, (a) if such Swap Agreement has been terminated
as of such date, an amount equal to the termination value determined in
accordance with such Swap Agreement and (b) if such Swap Agreement has not been
terminated as of such date, an amount equal to the mark-to-market value for such
Swap Agreement, which mark-to-market value shall be determined by reference to
one or more mid-market or other readily available quotations provided by any
recognized dealer (including any Lender or an Affiliate of any Lender) of such
Swap Agreements.

<PAGE>

      "TMD Entities": Toledo Mold & Die, Inc., any Subsidiary thereof and any
Person the assets of which consist principally of the Capital Stock of Toledo
Mold & Die, Inc. and created for the principal purpose of holding such Capital
Stock.

      "Transferee": any Assignee or Participant.

      "2010 Notes": the 8.25% notes due 2010 issued pursuant to the Existing
Indenture.

      "2014 Notes": the 7.00% notes due 2014 issued pursuant to the Existing
Indenture.

      "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

      "Uncertificated Foreign Jurisdiction": the jurisdiction of organization of
a Foreign Subsidiary to the extent the Capital Stock of such Foreign Subsidiary
is uncertificated.

      "United States": the United States of America.

      "Utilized Secured Debt Amount": on any date, the aggregate amount of (i)
Debt (as defined in the Existing Indenture) of the Borrower or any Manufacturing
Subsidiary (as defined in the Existing Indenture) secured by a Mortgage (as
defined in the Existing Indenture) upon any Domestic Manufacturing Property (as
defined in the Existing Indenture) of the Borrower or any Manufacturing
Subsidiary or upon any shares of stock or indebtedness of any Manufacturing
Subsidiary as of such date and (ii) Attributable Debt (as defined in the
Existing Indenture) of the Borrower and its Manufacturing Subsidiaries in
respect of sale and leaseback transactions as of such date.

      "Visteon Village": as defined in Section 6.1(o).

      "Visteon Village Lease": the Master Lease dated as of October 31, 2002
between Oasis Holdings Statutory Trust, as Lessor, and the Borrower, as Lessee,
as amended.

      "VIHI": Visteon International Holdings, Inc., a Delaware corporation.

      "Wholly Owned Foreign Subsidiary": any Wholly Owned Subsidiary of the
Borrower which is not a Domestic Subsidiary.

      "Wholly Owned Subsidiary": as to any Person, any other Person all of the
Capital Stock of which (other than directors' qualifying shares or other de
minimis shares held by any Person, each as required by law) is owned by such
Person directly and/or through other Wholly Owned Subsidiaries.

      "Wholly Owned Subsidiary Guarantor": any Guarantor that is a Wholly Owned
Subsidiary of the Borrower.

      1.2 Other Definitional Provisions. (a) Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used in
the other Loan Documents or any certificate or other document made or delivered
pursuant hereto or thereto.

      (b) As used herein and in the other Loan Documents, and any certificate or
other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to any Group Member not defined in Section 1.1 and accounting
terms partly defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP, (ii) the words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation", (iii) the

<PAGE>

word "incur" shall be construed to mean incur, create, issue, assume, become
liable in respect of or suffer to exist (and the words "incurred" and
"incurrence" shall have correlative meanings), (iv) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
Capital Stock, securities, revenues, accounts, leasehold interests and contract
rights, and (v) references to agreements or other Contractual Obligations shall,
unless otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise modified from time
to time.

      (c) Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP;
provided that, if either the Borrower notifies the Administrative Agent that
such Borrower requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the Closing Date in GAAP or in the
application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrowers that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

      (d) The words "hereof", "herein" and "hereunder" and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

      (e) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

      2.1 Term Commitments. Subject to the terms and conditions hereof, on the
Restatement Effective Date (i) each Term Lender with an outstanding Original
Term Loan agrees to continue to have such Original Term Loan outstanding under
this Agreement as a Term Loan and (ii) each Additional Term Lender severally
agrees to make an Additional Term Loan to the Borrower in accordance with
Section 2 of the Agreement to Amend and Restate and to thereafter continue to
have such Additional Term Loan outstanding under this Agreement as a "Term Loan"
(the loans referred to in clauses (i) and (ii), the "Term Loans"). The Term
Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by
the Borrower and notified to the Administrative Agent in accordance with
Sections 2.2 and 2.6.

      2.2 Reserved.

      2.3 Repayment of Term Loans. The Borrower hereby unconditionally promises
to pay to the Administrative Agent for the account of each Lender the aggregate
unpaid principal amount of the Term Loans on the Maturity Date.

      2.4 Optional Prepayments. The Borrower may at any time and from time to
time prepay the Loans, in whole or in part, without premium or penalty, upon
irrevocable notice delivered to the Administrative Agent no later than 11:00
A.M., New York City time, three Business Days prior thereto, in the case of
Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the
Business Day on which such prepayment is to be made, in the case of ABR Loans,
which notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurodollar Loans or ABR

<PAGE>

Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the
last day of the Interest Period applicable thereto, the Borrower shall also pay
any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to such
date on the amount prepaid. Partial prepayments of Term Loans shall be in an
aggregate principal amount of $1,000,000 or a whole multiple thereof.
Notwithstanding the foregoing (a) any optional prepayment of Term Loans during
the period from the Closing Date to the first anniversary of the Closing Date
shall be subject to a prepayment premium of 2%, (b) any optional payment of Term
Loans during the period from the first anniversary of the Closing Date through
the second anniversary of the Closing Date shall be subject to a prepayment
premium of 1% and (c) any optional payments of Term Loans thereafter shall not
be subject to any prepayment premium; provided that any prepayment pursuant to
Section 2.5(a) shall be deemed to be an optional prepayment for purposes of this
sentence. Any prepayment which is made as a result of any Default or Event of
Default shall not constitute an optional prepayment for purposes of this Section
2.4. Any optional prepayment shall be subject to the terms of the Intercreditor
Agreement.

      2.5 Mandatory Prepayments. (a) If any Indebtedness shall be incurred by
any Group Member (excluding any Indebtedness incurred in accordance with Section
6.1, other than paragraphs (m) and (p) thereof), an amount equal to 100% of the
Net Cash Proceeds thereof shall be applied on the date of such incurrence toward
the prepayment of the Term Loans as set forth in Section 2.5(d); provided that
the Borrower shall not be required to prepay the Term Loans pursuant to this
Section 2.5 with the Net Cash Proceeds of Indebtedness incurred in accordance
with Section 6.1(m) so long as such Net Cash Proceeds are applied by the
Borrower, at its option, to prepay the 2010 Notes (or, to the extent the 2010
Notes have been prepaid in full, the 2014 Notes).

      (b) Subject to Section 2.5(c) below, if on any date any Group Member shall
receive Net Cash Proceeds from any Asset Sale (other than an Asset Sale
permitted under Section 6.4(m)) or Recovery Event then, unless a Reinvestment
Notice or a Note Repurchase Notice, as the case may be, shall be delivered in
respect thereof, such Net Cash Proceeds shall be applied on such date toward the
prepayment of the Term Loans as set forth in Section 2.5(d); provided, that,
notwithstanding the foregoing, on each Asset Sale Proceeds Prepayment Date, an
amount equal to the Asset Sale Proceeds Prepayment Amount with respect to the
relevant Asset Sale Proceeds Event shall be applied toward the prepayment of the
Term Loans as set forth in Section 2.5(d).

      (c) If on any date any Group Member shall receive Net Cash Proceeds from
any Asset Sale permitted under Section 6.4(m), an amount equal to 50% of such
Net Cash Proceeds shall be applied on the date of such Asset Sale toward the
prepayment of the Term Loans as set forth in Section 2.5(d).

      (d) The application of any prepayment pursuant to Section 2.5 shall be
made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of
the Loans under Section 2.5 shall be accompanied by accrued interest to the date
of such prepayment on the amount prepaid. Any mandatory prepayment hereunder
shall be subject to the terms of the Intercreditor Agreement.

      (e) Notwithstanding anything to the contrary in Section 2.5(c) and (d) or
Section 2.11, with respect to the amount of any mandatory prepayment described
in Section 2.5 (the "Prepayment Amount"), the Borrower will, in lieu of applying
such amount to the prepayment of Loans as provided in paragraph (e) above, on
the date specified in Section 2.5 for such prepayment, give the Administrative
Agent telephonic notice (promptly confirmed in writing) requesting that the
Administrative Agent prepare and provide to each Lender a notice (each, a
"Prepayment Option Notice") as described below (it being understood that, in the
case of any prepayment pursuant to Section 2.5(a) as a result of the incurrence
of Indebtedness permitted under Section 6.1(m), the Borrower may make the offer
in advance of the

<PAGE>

incurrence of such Indebtedness in a manner reasonably satisfactory to the
Administrative Agent to facilitate the incurrence of Indebtedness only in an
amount equal to the Term Loans to be prepaid). As promptly as practicable after
receiving such notice from the Borrower, the Administrative Agent will send to
each Lender a Prepayment Option Notice, which shall be substantially in the form
of Exhibit G, and shall include an offer by the Borrower to prepay on the date
(each a "Mandatory Prepayment Date") that is 10 Business Days after the date of
the Prepayment Option Notice, the relevant Loans of such Lender by an amount
equal to the portion of the Prepayment Amount indicated in such Lender's
Prepayment Option Notice as being applicable to such Lender's Loans. On the
Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Lenders
the aggregate amount necessary to prepay that portion of the outstanding
relevant Term Loans in respect of which such Lenders have accepted prepayment as
described above, and (ii) the Borrower shall be entitled to retain the portion
of the Prepayment Amount not accepted by the relevant Lenders.

      2.6 Conversion and Continuation Options. (a) The Borrower may elect from
time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent prior irrevocable notice of such election no later than
11:00 A.M., New York City time, on the Business Day preceding the proposed
conversion date, provided that any such conversion of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans to Eurodollar Loans by giving
the Administrative Agent prior irrevocable (except in the event of circumstances
arising under Sections 2.10 or 2.12) notice of such election no later than 11:00
A.M., New York City time, on the third Business Day preceding the proposed
conversion date (which notice shall specify the length of the initial Interest
Period therefor), provided that no ABR Loan under the Facility may be converted
into a Eurodollar Loan when any Event of Default has occurred and is continuing
and the Administrative Agent or the Required Lenders have determined in its or
their sole discretion not to permit such conversions. Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Lender
thereof.

      (b) Any Eurodollar Loan may be continued as such upon the expiration of
the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan under the Facility may be continued as such when any
Event of Default has occurred and is continuing and the Administrative Agent has
or the Required Lenders have determined in its or their sole discretion not to
permit such continuations, and provided, further, that if the Borrower shall
fail to give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Loans shall
be automatically converted to ABR Loans on the last day of such then expiring
Interest Period. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof.

      2.7 Limitations on Eurodollar Tranches. Notwithstanding anything to the
contrary in this Agreement, all borrowings, conversions and continuations of
Eurodollar Loans and all selections of Interest Periods shall be in such amounts
and be made pursuant to such elections so that, (a) after giving effect thereto,
the aggregate principal amount of the Eurodollar Loans comprising each
Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall
be outstanding at any one time.

      2.8 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear
interest for each day during each Interest Period with respect thereto at a rate
per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin.

<PAGE>

            (b) Each ABR Loan shall bear interest at a rate per annum equal to
the ABR plus the Applicable Margin.

            (c) (i) If all or a portion of the principal amount of any Loan
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to
the rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section plus 2% and (ii) if all or a portion of any interest
payable on any Loan or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate then applicable
to ABR Loans under the Facility plus 2%, in each case, with respect to clauses
(i) and (ii) above, from the date of such non-payment until such amount is paid
in full (as well after as before judgment).

            (d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this Section
shall be payable from time to time on demand.

            2.9 Computation of Interest and Fees. (a) Interest and fees payable
pursuant hereto shall be calculated on the basis of a 360-day year for the
actual days elapsed, except that, with respect to ABR Loans the rate of interest
on which is calculated on the basis of the Prime Rate, the interest thereon
shall be calculated on the basis of a 365- (or 366-, as the case may be) day
year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of the effective date and the amount of each
such change in interest rate.

            (a) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.8(a).

            2.10 Inability to Determine Interest Rate. If prior to the first day
of any Interest Period:

            (a) the Administrative Agent shall have determined (which
      determination shall be conclusive and binding upon the Borrower) that, by
      reason of circumstances affecting the relevant market, adequate and
      reasonable means do not exist for ascertaining the Eurodollar Rate for
      such Interest Period, or

            (b) the Administrative Agent shall have received notice from the
      Required Lenders that the Eurodollar Rate determined or to be determined
      for such Interest Period will not adequately and fairly reflect the cost
      to such Lenders (as conclusively certified by such Lenders) of making or
      maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the Facility requested to be made
on the first day of such Interest Period shall be made as ABR Loans, (y) any
Loans under the Facility that were to have been converted on the first day of
such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z)
any outstanding Eurodollar Loans under the Facility shall be converted, on the
last day of the then-current Interest Period, to ABR Loans. Until such

<PAGE>

notice has been withdrawn by the Administrative Agent, no further Eurodollar
Loans under the Facility shall be made or continued as such, nor shall the
Borrower have the right to convert Loans under the Facility to Eurodollar Loans.

      2.11 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower
from the Additional Lenders hereunder shall be made pro rata according to the
commitment percentage of each Lender as set forth in the Amend and Restate and
any borrowing of Incremental Term Loans by the Borrower shall be made pro rata
according to the commitment percentage of each Lender or each Incremental
Lender, as the case may be, as set forth in the Incremental Term Loan Amendment.

      (b) Each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Term Loans shall be made pro rata according to
the respective outstanding principal amounts of the Term Loans then held by the
Term Lenders. The amount of each principal prepayment of the Term Loans shall be
applied to reduce the then remaining installments of the Term Loans, pro rata
based upon the respective then remaining principal amounts thereof. Amounts
prepaid on account of the Term Loans may not be reborrowed.

      (c) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of
any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension.

      (d) Unless the Administrative Agent shall have been notified in writing by
any Lender prior to a borrowing that such Lender will not make the amount that
would constitute its share of such borrowing available to the Administrative
Agent, the Administrative Agent may assume that such Lender is making such
amount available to the Administrative Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such amount is not made available to the Administrative Agent by the
required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon, at a rate
equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation, for the period until such Lender makes such amount
immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be conclusive in the absence of manifest error. If
such Lender's share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days after such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans under
the Facility, on demand, from the Borrower. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
and the Administrative Agent shall promptly return to the Borrower any amount
(including interest) paid by the Borrower to the Administrative Agent pursuant
to the immediately preceding sentence, together with any interest thereon paid
by such Lender for any day not covered by the Borrower's payment.

<PAGE>

            (e) Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment due to be made by the
Borrower hereunder that the Borrower will not make such payment to the
Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required
to, in reliance upon such assumption, make available to the Lenders their
respective pro rata shares of a corresponding amount. If such payment is not
made to the Administrative Agent by the Borrower within three Business Days
after such due date, the Administrative Agent shall be entitled to recover, upon
written demand, from each Lender to which any amount which was made available
pursuant to the preceding sentence, such amount with interest thereon at the
rate per annum equal to the daily average Federal Funds Effective Rate. Nothing
herein shall be deemed to limit the rights of the Administrative Agent or any
Lender against the Borrower.

            2.12 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the Closing Date:

             (i) shall subject any Lender to any tax of any kind whatsoever with
      respect to this Agreement or any Eurodollar Loan made by it, or change the
      basis of taxation of payments to such Lender in respect thereof (except
      for Non-Excluded Taxes covered by Section 2.13 and changes in the rate of
      tax on the overall net income of such Lender);

             (ii) shall impose, modify or hold applicable any reserve, special
      deposit, compulsory loan or similar requirement against assets held by,
      deposits or other liabilities in or for the account of, advances, loans or
      other extensions of credit by, or any other acquisition of funds by, any
      office of such Lender that is not otherwise included in the determination
      of the Eurodollar Rate; or

             (iii) shall impose on such Lender any other condition (except for
      Non-Excluded Taxes covered by Section 2.13 and changes in the rate of tax
      on the overall net income of such Lender);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender, upon its written demand (together with reasonably
detailed supporting documentation), any additional amounts necessary to
compensate such Lender for such increased cost or reduced amount receivable. If
any Lender becomes entitled to claim any additional amounts pursuant to this
paragraph, it shall promptly notify the Borrower in writing (with a copy to the
Administrative Agent) of the event by reason of which it has become so entitled.

            (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the Closing Date shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, after submission by such Lender to the
Borrower (with a copy to the Administrative Agent) of a written request
therefore (together with

<PAGE>

reasonably detailed supporting documentation), the Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender or such
corporation for such reduction.

      (b) A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section, the Borrower shall not
be required to compensate a Lender pursuant to this Section for any amounts
incurred more than six months prior to the date that such Lender notifies the
Borrower of such Lender's intention to claim compensation therefor; provided
that, if the circumstances giving rise to such claim have a retroactive effect,
then such six-month period shall be extended to include the period of such
retroactive effect. The obligations of the Borrower pursuant to this Section
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

      2.13 Taxes. (a) All payments made by the Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on the Administrative Agent or any Lender as a result of a present or
former connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document), including, but not limited
to, the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, and (b) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located. If any such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") or Other Taxes are required to be withheld from any
amounts payable to the Administrative Agent or any Lender hereunder, the amounts
so payable to the Administrative Agent or such Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such Non-Excluded Taxes
pursuant to this paragraph.

      (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

      (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof. If the Borrower fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.

<PAGE>

      (d) Each Lender (or Transferee) that is not a "U.S. Person" as defined in
Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver to the
Borrower and the Administrative Agent (or, in the case of a Participant, to the
Lender from which the related participation shall have been purchased) two
copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or,
in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit H and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver the appropriate forms promptly upon
the obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

      (e) A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's judgment such completion, execution or submission would not materially
prejudice the legal position of such Lender.

      (f) If the Administrative Agent or any Lender determines, in its sole
discretion, that it has received a refund of any Non-Excluded Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to
which the Borrower has paid additional amounts pursuant to this Section 2.13, it
shall pay over such refund to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section
2.13 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the
Borrower, upon the written request of the Administrative Agent or such Lender,
agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This paragraph shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to the Borrower or any other Person.

      (g) The agreements in this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

      2.14 Indemnity. The Borrower agrees to indemnify each Lender for, and to
hold each Lender harmless from, any loss or expense (but excluding in any event
loss of anticipated profit) that such Lender may sustain or incur as a
consequence of (a) default by the Borrower in making a borrowing of, conversion
into or continuation of Eurodollar Loans after the Borrower has given a notice
requesting the

<PAGE>

same in accordance with the provisions of this Agreement, (b) default by the
Borrower in making any prepayment of or conversion from Eurodollar Loans after
the Borrower has given a notice thereof in accordance with the provisions of
this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day
that is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest that would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. A certificate as to any amounts payable pursuant to this Section
submitted to the Borrower by any Lender shall be conclusive in the absence of
manifest error. This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

      2.15 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.12 or 2.13(a)
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Section 2.12 or 2.13(a).

      2.16 Replacement of Lenders. The Borrower shall be permitted to replace
any Lender that (a) requests reimbursement for amounts owing pursuant to Section
2.12 or 2.13(a), (b) fails to consent to any amendment to this Agreement
requested by the Borrower which requires the consent of all of the Lenders and
which is consented to by the Required Lenders or (c) defaults in its obligation
to make Loans hereunder (a "Defaulting Lender"), with a replacement financial
institution; provided that (i) such replacement does not conflict with any
Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) prior to any such replacement,
such Lender shall have taken no action under Section 2.15 so as to eliminate the
continued need for payment of amounts owing pursuant to Section 2.12 or 2.13(a),
(iv) the replacement financial institution shall purchase, at par, all Loans and
other amounts owing to such replaced Lender on or prior to the date of
replacement, (v) to the extent the Borrower is making a replacement pursuant to
clause (b) above, the replacement financial institution shall consent to the
requested amendment, (vi) the Borrower shall be liable to such replaced Lender
(other than a Defaulting Lender) under Section 2.14 if any Eurodollar Loan owing
to such replaced Lender shall be purchased other than on the last day of the
Interest Period relating thereto, (vii) the replacement financial institution
shall be reasonably satisfactory to the Administrative Agent, (viii) the
replaced Lender shall be obligated to make such replacement in accordance with
the provisions of Section 9.6, (ix) until such time as such replacement shall be
consummated, the Borrower shall pay all additional amounts (if any) required
pursuant to Section 2.12 or 2.13(a), as the case may be, and (x) any such
replacement shall not be deemed to be a waiver of any rights that the Borrower,
the Administrative Agent or any other Lender shall have against the replaced
Lender.

      2.17 Incremental Term Loans. The Borrower may on any date on or after the
Restatement Effective Date, by notice to the Administrative Agent (whereupon the
Administrative Agent shall promptly deliver a copy to each of the Lenders),
increase the Additional Term Loans hereunder with incremental term loans (the
"Incremental Term Loans") in an amount not to exceed $200,000,000; provided that
at the time of the effectiveness of any Incremental Term Loan Amendment referred
to

<PAGE>

below, (a) no Default or Event of Default shall have occurred and be continuing
on such date or after giving effect to the extensions of credit to be made on
such date, (b) each of the representations and warranties made by any Loan Party
in or pursuant to the Loan Documents shall be true and correct in all material
respects on and as of such date as if made on and as of such 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) and (c) the Administrative
Agent shall have received a certificate to that effect dated such date and
executed by a Financial Officer of the Borrower. Incremental Term Loans may be
made by any existing Lender or by any other financial institution or any fund
that regularly invests in bank loans selected by the Borrower (any such other
financial institution or fund being called an "Incremental Lender"), provided
that the Administrative Agent shall have consented (not to be unreasonably
withheld) to such Lender's or Incremental Lender's making such Incremental Term
Loans if such consent would be required under Section 9.6 for an assignment of
Loans to such Lender or Incremental Lender. Commitments in respect of
Incremental Term Loans shall be made pursuant to an amendment (an "Incremental
Term Loan Amendment") to this Agreement and, as appropriate, the other Loan
Documents, executed by the Borrower, each Lender agreeing to provide such
Incremental Term Loans, if any, each Incremental Lender, if any, and the
Administrative Agent. Any Incremental Term Loans made hereunder shall be deemed
"Additional Term Loans" hereunder and shall be subject to the same terms and
conditions applicable to the existing Additional Term Loans. No Lender shall be
obligated to provide any Incremental Term Loans, unless it so agrees. On the
date of any borrowing of Incremental Term Loans, the Borrower shall be deemed to
have repaid and reborrowed all outstanding Loans as of such date (with such
reborrowing to consist of the Types of Loans, with related Interest Periods if
applicable, specified in a notice to the Administrative Agent (which notice must
be received by the Administrative Agent in accordance with the terms of this
Agreement). The deemed payments made pursuant to the immediately preceding
sentence in respect of each Eurodollar Loan shall be subject to indemnification
by the Borrower pursuant to the provisions of Section 2.14 if the deemed payment
occurs other than on the last day of the related Interest Periods.

                   SECTION 3. REPRESENTATIONS AND WARRANTIES

      To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans, the Borrower hereby represents and warrants to
the Administrative Agent and each Lender that:

      3.1 Financial Condition. (a) The unaudited pro forma consolidated balance
sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006
(the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished
to each Lender, has been prepared giving effect (as if such events had occurred
on such date) to (i) the Loans to be made on the Closing Date and the use of
proceeds thereof and (ii) the payment of fees and expenses due and payable in
connection with the foregoing. The Pro Forma Balance Sheet has been prepared
based on the best information available to the Borrower as of the date of
delivery thereof, and presents fairly in all material respects on a pro forma
basis the estimated financial position of Borrower and its consolidated
Subsidiaries as at March 31, 2006, assuming that the events specified in the
preceding sentence had actually occurred at such date.

      (b) The audited consolidated balance sheets of the Borrower as at December
31, 2004 and December 31, 2005, and the related consolidated statements of
income and of cash flows for the fiscal years ended on such dates, reported on
by and accompanied by an unqualified report with respect to such financial
statements from PricewaterhouseCoopers LLP, present fairly in all material
respects the consolidated financial condition of the Borrower as at such date,
and the consolidated results of its operations and its consolidated cash flows
for the respective fiscal years then ended. The unaudited consolidated balance
sheet of the Borrower as at March 31, 2006, and the related unaudited
consolidated

<PAGE>

statements of income and cash flows for the three-month period ended on such
date, present fairly in all material respects the consolidated financial
condition of the Borrower as at such date, and the consolidated results of its
operations and its consolidated cash flows for the three-month period then ended
(subject to normal year-end audit adjustments and the absence of footnotes). All
such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein). No Group Member has any material Guarantee Obligations,
contingent liabilities and liabilities for taxes, or any long-term leases or
unusual forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph. During the period from March 31, 2006 to and
including the Closing Date there has been no Disposition by any Group Member of
any material part of its business or property.

      3.2 No Change. Since December 31, 2006, there has been no development or
event that has had or could reasonably be expected to have a Material Adverse
Effect.

      3.3 Existence; Compliance with Law. Each Group Member (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, except, in the case of a Group Member which is
not a Loan Party, to the extent the failure to be so organized, existing and in
good standing could not reasonably be expected to have a Material Adverse
Effect, (b) has the power and authority, and the legal right, to own and operate
its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged except to the extent the failure to do
so could not reasonably be expected to have a Material Adverse Effect, (c) is
duly qualified as a foreign corporation or other organization and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except to the extent that all failures to be duly qualified and
in good standing could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

      3.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the
power and authority, and the legal right, to make, deliver and perform the Loan
Documents to which it is a party and, in the case of the Borrower, to obtain
extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of
the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this
Agreement. No consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the extensions of credit hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any of
the Loan Documents, except (i) consents, authorizations, filings and notices
described in Schedule 3.4, which consents, authorizations, filings and notices
have been obtained or made and are in full force and effect and (ii) the filings
referred to in Section 3.19 and consents, authorizations, filings and notices
obtained or made in the ordinary course of business. Each Loan Document has been
duly executed and delivered on behalf of each Loan Party party thereto. This
Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party
thereto, enforceable against each such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

      3.5 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the borrowings hereunder and the use of
the proceeds thereof will not violate

<PAGE>

any Requirement of Law or any Contractual Obligation of any Group Member, except
to the extent that all such violations could not reasonably be expected to have
a Material Adverse Effect or as could not reasonably be expected to materially
adversely affect the interests of the Agents or the Lenders and will not result
in, or require, the creation or imposition of any Lien on any of their
respective properties or revenues pursuant to any Requirement of Law or any such
Contractual Obligation (other than the Liens created by the Security Documents).
No Requirement of Law applicable to the Borrower or any of its Subsidiaries
could reasonably be expected to have a Material Adverse Effect.

      3.6 Litigation. Except as described in Schedule 3.6, no litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of the Borrower, threatened by or
against any Group Member or against any of their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby or (b) that could reasonably be
expected to have a Material Adverse Effect.

      3.7 No Default. No Group Member is in default under or with respect to any
of its Contractual Obligations in any respect that could reasonably be expected
to have a Material Adverse Effect. No Default or Event of Default has occurred
and is continuing.

      3.8 Ownership of Property; Liens. Each Group Member has title in fee
simple to, or a valid leasehold interest in, all its real property, and good
title to, or a valid leasehold interest in, all its other property, and none of
such property is subject to any Lien except as permitted by Section 6.2.

      3.9 Intellectual Property. Except as could not reasonably be expected to
have a Material Adverse Effect, each Group Member owns, or is licensed to use,
all Intellectual Property necessary for the conduct of its business as currently
conducted and material to the business of the Group Members, taken as a whole.
Except as described on Schedule 3.9, no claim has been asserted and is pending
by any Person challenging or questioning the use of any Intellectual Property by
any Group Member or the validity or effectiveness of any Intellectual Property
owned or used by any Group Member that could reasonably be expected to result in
a Material Adverse Effect, nor does the Borrower know of any valid basis for any
such claim. The use of Intellectual Property by each Group Member does not
infringe on the rights of any Person in any respect that could reasonably be
expected to have a Material Adverse Effect.

      3.10 Taxes. Each Group Member has filed or caused to be filed all Federal,
state and other material tax returns that are required to be filed (after giving
effect to any extension periods) and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings and
with respect to which reserves in conformity with GAAP have been provided on the
books of the relevant Group Member) except to the extent that the failure to
file such tax returns or pay such taxes, fees or other charges could not
reasonably be expected to have a Material Adverse Effect; no material tax Lien
has been filed, and, to the knowledge of the Borrower, no claim is being
asserted in writing, with respect to any such tax, fee or other charge.

      3.11 Federal Regulations. No part of the proceeds of any Loans, and no
other extensions of credit hereunder, will be used (a) for "buying" or
"carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect
for any purpose that violates the provisions of the Regulations of the Board or
(b) for any purpose that violates the provisions of the Regulations of the
Board. If requested by any Lender or the Administrative Agent, the Borrower will
furnish to the Administrative Agent and each Lender a

<PAGE>

statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, referred to in Regulation U.

      3.12 Labor Matters. Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect: (a) there are no strikes or other
labor disputes against any Group Member pending or, to the knowledge of the
Borrower, threatened; (b) hours worked by and payment made to employees of each
Group Member have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law dealing with such matters; and (c) all
payments due from any Group Member on account of employee health and welfare
insurance have been paid or accrued as a liability on the books of the relevant
Group Member.

      3.13 ERISA. Except as set forth on Schedule 3.13, neither a Reportable
Event nor an "accumulated funding deficiency" (within the meaning of Section 412
of the Code or Section 302 of ERISA) has occurred during the five-year period
prior to the date on which this representation is made or deemed made with
respect to any Single Employer Plan or, to the knowledge of the Borrower, with
respect to any Multiemployer Plan, and each Plan has complied in all material
respects with the applicable provisions of ERISA and the Code. No termination of
a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan
has arisen, during such five-year period. Except as disclosed in the Borrower's
Form 10-K for the year ended December 31, 2005, as of December 31, 2005, the
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan that
has resulted or could reasonably be expected to result in a liability under
ERISA that could reasonably be expected to have Material Adverse Effect, and
neither the Borrower nor any Commonly Controlled Entity would become subject to
any liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made except as could not reasonably be expected to have a Material
Adverse Effect. As of the Closing Date, to the knowledge of the Borrower, no
such Multiemployer Plan is in Reorganization or Insolvent.

      3.14 Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

      3.15 Subsidiaries. As of the Closing Date, (a) Schedule 3.15 sets forth
the name and jurisdiction of incorporation of each Subsidiary and, as to each
such Subsidiary, the percentage of each class of Capital Stock owned by any Loan
Party and (b) there are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to
employees or directors and directors' qualifying shares) of any nature relating
to any Capital Stock of the Borrower or any Subsidiary, except as created by the
Loan Documents.

      3.16 Use of Proceeds. The proceeds of the Term Loans shall be used to
repay in full the loans under the Existing Five-Year Term Loan Agreement and the
term loans under the Existing Second Amended and Restated Credit Agreement and
for working capital and general corporate purposes.

      3.17 Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

<PAGE>

      (a) the facilities and properties owned, leased or operated by any Group
Member (the "Properties") do not contain, and have not previously contained, any
Materials of Environmental Concern in amounts or concentrations or under
circumstances that constitute or constituted a violation of, or could reasonably
be expected to result in liability under, any Environmental Law;

      (b) no Group Member has received or is aware of any notice of violation,
alleged violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to any
of the Properties or the business operated by any Group Member (the "Business"),
nor does the Borrower have knowledge or reason to believe that any such notice
will be received or is being threatened;

      (c) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
that could reasonably be expected to result in liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the Properties
in violation of, or in a manner that could give rise to liability under, any
applicable Environmental Law;

      (d) no judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which any Group Member is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to the Properties or the Business;

      (e) there has been no release or to the knowledge of the Borrower threat
of release of Materials of Environmental Concern at or from the Properties, or
arising from or related to the operations of any Group Member in connection with
the Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could reasonably be expected to result in
liability under Environmental Laws;

      (f) the Properties and all operations at the Properties are in compliance,
and have in the last five years been in compliance, with all applicable
Environmental Laws, and there is no contamination at, under or about the
Properties or violation of any Environmental Law with respect to the Properties
or the Business; and

      (g) no Group Member has assumed any liability of any other Person under
Environmental Laws.

      3.18 Accuracy of Information, etc. No statement or information contained
in this Agreement, any other Loan Document, the Confidential Information
Memorandum or any other document or certificate furnished by or on behalf of any
Loan Party to the Administrative Agent or the Lenders, or any of them, for use
in connection with the transactions contemplated by this Agreement or the other
Loan Documents, contained as of the date such statement, information, document
or certificate was so furnished, and taken as a whole (or, in the case of the
Confidential Information Memorandum (as supplemented through the date of this
Agreement), as of the date of this Agreement), any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements contained herein or therein not materially misleading in light of the
circumstances under which such statements are made. The projections and pro
forma financial information contained in the materials referenced above are
based upon good faith estimates and assumptions believed by management of the
Borrower to be reasonable at the time made, it being acknowledged and agreed by
the Lenders that (a) such financial information as it relates to future events
is not to be viewed as fact and that actual results during the period or periods
covered by such financial information may differ from the projected results set
forth therein by a material

<PAGE>

amount, (b) the financial and business projections furnished to the
Administrative Agent or the Lenders are subject to significant uncertainties and
contingencies, which may be beyond the control of the Borrower and its
Subsidiaries, (c) no assurances are given by any of the Borrower or its
Subsidiaries that the results forecasted in the projections will be realized and
(d) the actual results may differ from the forecasted results in such
projections and such differences may be material. There is no fact known to any
Loan Party that could reasonably be expected to have a Material Adverse Effect
that has not been expressly disclosed herein, in the other Loan Documents, in
the Confidential Information Memorandum or in any other documents or
certificates furnished to the Administrative Agent and the Lenders for use in
connection with the transactions contemplated hereby and by the other Loan
Documents.

      3.19 Security Documents. (a) The Guarantee and Collateral Agreement is
effective to create in favor of the Administrative Agent, for the benefit of the
Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. In the case of the Pledged Stock
described in the Guarantee and Collateral Agreement, when stock certificates
representing such Pledged Stock are delivered to the Administrative Agent, and
in the case of the other Collateral described in the Guarantee and Collateral
Agreement, when financing statements and other filings specified on Schedule
3.19(a) in appropriate form are filed in the offices specified on Schedule
3.19(a), the Guarantee and Collateral Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof (to the extent such
Liens may be perfected by filing and/or possession in accordance with the
applicable requirements of the Uniform Commercial Code and/or applicable Federal
laws relating to trademarks, copyrights and patents), as security for the
Obligations (as defined in the Guarantee and Collateral Agreement), in each case
prior and superior in right to any other Person (except, in the case of
Collateral other than Pledged Stock, Liens permitted by Section 6.2 and, in the
case of Pledged Stock, Permitted Encumbrances arising after the Closing Date,
which do not have priority over the Lien in favor of the Administrative Agent
for the benefit of the Lenders), subject to the terms of the Intercreditor
Agreement.

      (b) Each of the Mortgages is effective to create in favor of the
Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable Lien on the Mortgaged Properties described therein and proceeds
thereof, and when the Mortgages are filed in the offices specified on Schedule
3.19(b), each such Mortgage shall (or in the case of the Obligations incurred on
the Restatement Effective Date, will upon the filing of any necessary
amendments) constitute a fully perfected Lien on, and security interest in, all
right, title and interest of the Loan Parties in the Mortgaged Properties and
the proceeds thereof, as security for the Obligations (as defined in the
relevant Mortgage or in the case of the Obligations incurred on the Restatement
Effective Date, as defined in the relevant Mortgage, as amended), in each case
prior and superior in right to any other Person (other than applicable Liens
permitted by Section 6.2 and listed as exceptions in the applicable title
insurance policy with respect thereto), subject to the terms of the
Intercreditor Agreement. Schedule 1.1B lists, as of the Closing Date, each
parcel of owned real property and each leasehold interest in real property
located in the United States and held by the Borrower or any of its Subsidiaries
that has a value, in the reasonable opinion of the Borrower, in excess of
$5,000,000.

                        SECTION 4. CONDITIONS PRECEDENT

                                   [RESERVED.]

                        SECTION 5. AFFIRMATIVE COVENANTS

      The Borrower hereby agrees that, so long as the Commitments remain in
effect or any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder (other than

<PAGE>

unasserted contingent indemnification obligations not due and payable), the
Borrower shall and shall cause each of its Subsidiaries to:

      5.1 Financial Statements. Furnish to the Administrative Agent (to be made
available by the Administrative Agent to each Lender):

            (a) within 90 days after the end of each fiscal year of the Borrower
      (or such shorter period as the U.S. Securities and Exchange Commission may
      specify for the filing of annual reports on Form 10-K), a copy of the
      audited consolidated balance sheet of the Borrower and its consolidated
      Subsidiaries as at the end of such year and the related audited
      consolidated statements of income and of cash flows for such year, setting
      forth in each case in comparative form the figures for the previous year,
      reported on without a "going concern" or like qualification or exception,
      or qualification arising out of the scope of the audit, by
      PricewaterhouseCoopers LLP or other independent certified public
      accountants of nationally recognized standing; and

            (b) within 45 days after the end of each of the first three
      quarterly periods of each fiscal year of the Borrower (or such shorter
      period as the U.S. Securities and Exchange Commission may specify for the
      filing of quarterly reports on Form 10-Q), the unaudited consolidated
      balance sheet of the Borrower and its consolidated Subsidiaries as at the
      end of such quarter and the related unaudited consolidated statements of
      income and of cash flows for such quarter and the portion of the fiscal
      year through the end of such quarter, setting forth in each case in
      comparative form the figures for the previous year, certified by a
      Responsible Officer as being fairly stated in all material respects
      (subject to normal year-end audit adjustments and the absence of footnote
      disclosure).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied (except as approved by such accountants or officer, as the case may be,
and disclosed in reasonable detail therein) consistently throughout the periods
reflected therein and with prior periods. Information required to be delivered
pursuant to this Section 5.1 shall be deemed to have been delivered to the
Administrative Agent on the date on which the Borrower provides written notice
to the Administrative Agent that such information has been posted on the
Borrower's website on the Internet at http://www.visteon.com or is available via
the EDGAR system of the U.S. Securities and Exchange Commission on the Internet
(to the extent such information has been posted or is available as described in
such notice). Information required to be delivered pursuant to this Section 5.1
may also be delivered by electronic communication pursuant to procedures
approved by the Administrative Agent pursuant to Section 9.2.

      5.2 Certificates; Other Information. Furnish to the Administrative Agent
(to be made available by the Administrative Agent to each Lender) or, in the
case of clause (e), to the relevant Lender:

            (a) concurrently with the delivery of the financial statements
      referred to in Section 5.1(a), (i) a certificate of a Responsible Officer
      stating that, to the best of such Responsible Officer's knowledge, that
      such Responsible Officer has obtained no knowledge of any Default or Event
      of Default except as specified in such certificate and (ii) to the extent
      not previously disclosed to the Administrative Agent, (A) a description of
      any change in the jurisdiction of organization of any Loan Party, (B) an
      updated list of Subsidiaries of the Borrower and (C) the then applicable
      Excepted Secured Debt Amount and the Utilized Secured Debt Amount as of
      the date of delivery of such certificate;

            (b) concurrently with the delivery of any financial statements
      pursuant to Section 5.1, (i) a certificate of a Responsible Officer
      stating that such Responsible Officer has obtained no

<PAGE>

      knowledge of any Default or Event of Default except as specified in such
      certificate and (ii) in the case of quarterly or annual financial
      statements, to the extent not previously disclosed to the Administrative
      Agent, a description of any change in the jurisdiction of organization of
      any Loan Party and a list of any Intellectual Property acquired by any
      Loan Party (other than intellectual property rights acquired in the
      ordinary course of business such as rights in respect of software
      programs) since the date of the most recent report delivered pursuant to
      this clause (ii) (or, in the case of the first such report so delivered,
      since the Closing Date);

            (c) no later than 45 days after the end of each fiscal year of the
      Borrower, detailed consolidated projections for the following fiscal year
      prepared on a quarterly basis (including a projected consolidated balance
      sheet of the Borrower and its Subsidiaries, consolidated statements of
      projected cash flow and projected income and a description of the
      underlying assumptions applicable thereto), and, as soon as available,
      significant revisions, if any, of such projections with respect to such
      fiscal year (collectively, the "Projections"), setting forth in each case
      in comparative form the budget figures for the previous year, which
      Projections shall in each case be accompanied by a certificate of a
      Responsible Officer stating that such Projections are based on estimates,
      information and assumptions believed by the management of the Borrower to
      be reasonable at the time made and that such Responsible Officer has no
      reason to believe that such Projections, taken as a whole, are incorrect
      or misleading in any material respect, it being acknowledged and agreed by
      the Agents and the Lenders that (i) such Projections as they relate to
      future events are not to be considered as fact and that actual results for
      the period or periods covered by such Projections may differ from the
      results set forth therein by a material amount, (ii) the Projections are
      subject to significant uncertainties and contingencies, which may be
      beyond the control of the Borrower and its Subsidiaries and (iii) no
      assurances are given by the Borrower or any of its Subsidiaries that the
      results forecasted in the Projections will be realized and such
      differences may be material;

            (d) within five days after the same are sent, copies of all
      financial statements and reports that the Borrower sends to the holders of
      any class of its debt securities or public equity securities and, within
      five days after the same are filed, copies of all financial statements and
      reports that the Borrower may make to, or file with, the SEC; provided
      that such delivery shall be deemed to have been made upon delivery of
      notice to the Administrative Agent that such statements or reports are
      available via the EDGAR system of the U.S. Securities and Exchange
      Commission on the Internet; and

            (e) promptly, such additional financial and other information as any
      Lender may from time to time reasonably request.

            5.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except where the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
the relevant Group Member or except as could not reasonably be expected to have
a Material Adverse Effect.

            5.4 Maintenance of Existence; Compliance. (a)(i) Preserve, renew and
keep in full force and effect its legal existence and (ii) take all reasonable
action to maintain all rights, privileges and franchises necessary in the normal
conduct of its business, except, in each case, as otherwise permitted by Section
6.3 and except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (b) comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

<PAGE>

            5.5 Maintenance of Property; Insurance. (a) Except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect,
keep all property necessary in the business of the Group Members, taken as a
whole, in good working order and condition, ordinary wear and tear , casualty
and condemnation excepted and (b) maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and
against at least such risks (but including in any event public liability,
product liability and business interruption) as are usually insured against in
the same general area by companies engaged in the same or a similar business.

            5.6 Inspection of Property; Books and Records; Discussions. (a) Keep
proper books of records and account in which full, true and correct in all
material respects entries in conformity with GAAP and all Requirements of Law
shall be made of all dealings and transactions in relation to its business and
activities and (b) permit representatives of any Lender (coordinated through the
Administrative Agent) to visit and inspect during normal business hours upon
reasonable notice any of its properties and examine and make abstracts from any
of its books and records at any reasonable time and as often as may reasonably
be desired (it being understood that, unless a Default or an Event of Default
has occurred and is continuing, the Borrower shall only be responsible for the
reasonable costs of one such visit during each fiscal year) and to discuss the
business, operations, properties and financial and other condition of the Group
Members with officers and employees of the Group Members (so long as senior
management of the Borrower is notified of any such discussion and is permitted
to be present) and with their independent certified public accountants (so long
as the Borrower is present).

            5.7 Notices. Promptly give notice to the Administrative Agent and
each Lender of:

            (a) the occurrence of any Default or Event of Default;

            (b) any (i) default or event of default under any Contractual
      Obligation of any Group Member or (ii) litigation, investigation or
      proceeding that may exist at any time between any Group Member and any
      Governmental Authority, that in either case, if not cured or if adversely
      determined, as the case may be, could reasonably be expected to have a
      Material Adverse Effect;

            (c) any litigation or proceeding affecting any Group Member (i) that
      could reasonably be expected to have a Material Adverse Effect or (ii)
      which relates to any Loan Document;

            (d) the following events, as soon as possible and in any event
      within 30 days after the Borrower knows or has reason to know thereof: (i)
      the occurrence of any Reportable Event with respect to any Single Employer
      Plan, a failure to make any required contribution to a Plan, the creation
      of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
      termination, Reorganization or Insolvency of, any Multiemployer Plan or
      (ii) the institution of proceedings or the taking of any other action by
      the PBGC or the Borrower or any Commonly Controlled Entity or any
      Multiemployer Plan with respect to the withdrawal from, or the
      termination, Reorganization or Insolvency of, any Plan; and

            (e) any development or event that has had or could reasonably be
      expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Group Member proposes to take with
respect thereto.

            5.8 Environmental Laws. (a) Except to the extent the failure to do
so could not in the aggregate reasonably be expected to result in a Material
Adverse Effect, comply in all material respects

<PAGE>

with, and ensure compliance in all material respects by all tenants and
subtenants, if any, with, all applicable Environmental Laws, and obtain and
comply in all material respects with and maintain, and use commercially
reasonable efforts to ensure that all tenants and subtenants obtain and comply
in all material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws.

            (b) Except to the extent the failure to do so could not in the
aggregate reasonably be expected to result in a Material Adverse Effect, conduct
and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and
promptly comply in all material respects with all lawful orders and directives
of all Governmental Authorities regarding Environmental Laws.

            5.9 Additional Collateral, etc. (a) With respect to any property
acquired after the Closing Date by any Loan Party (other than (x) any property
described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien
expressly permitted by Section 6.2(g) and (z) property acquired by any Excluded
Foreign Subsidiary, Excluded Entity or the Securitization Subsidiary) as to
which the Administrative Agent, for the benefit of the Lenders, does not have a
perfected Lien, promptly (i) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement or such other
documents as the Administrative Agent reasonably deems necessary to grant to the
Administrative Agent, for the benefit of the Lenders, a security interest in
such property and (ii) take all commercially reasonable actions necessary to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected
security interest in such property with the priority specified in the
Intercreditor Agreement.

            (b) With respect to any fee interest in any real property having a
value (together with improvements thereof) of at least $5,000,000 acquired after
the Closing Date by any Loan Party (other than (x) any such real property
subject to a Lien expressly permitted by Section 6.2(g) and (z) real property
acquired by any Excluded Foreign Subsidiary or an Excluded Entity), promptly (i)
execute and deliver a Mortgage with the priority specified in the Intercreditor
Agreement, in favor of the Administrative Agent, for the benefit of the Lenders,
covering such real property, (ii) if requested by the Administrative Agent,
provide the Lenders with (x) title and extended coverage insurance covering such
real property in an amount at least equal to the purchase price of such real
property (or such other amount as shall be reasonably specified by the
Administrative Agent) as well as a current ALTA survey thereof, together with a
surveyor's certificate and (y) any consents or estoppels reasonably deemed
necessary by the Administrative Agent in connection with such Mortgage, each of
the foregoing in form and substance reasonably satisfactory to the
Administrative Agent and (iii) if reasonably requested by the Administrative
Agent, deliver to the Administrative Agent customary legal opinions relating to
the matters described above, which opinions shall be in form and substance, and
from counsel, reasonably satisfactory to the Administrative Agent.

            (c) With respect to any new Subsidiary (other than an Excluded
Foreign Subsidiary or an Excluded Entity) created or acquired after the Closing
Date by any Group Member (which, for the purposes of this paragraph (c), shall
include any existing Subsidiary that ceases to be an Excluded Foreign
Subsidiary) and with respect to any Excluded Entity (other than any of the TMD
Entities) that becomes a Wholly Owned Subsidiary of any Group Member after the
Closing Date, promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement as the Administrative Agent
reasonably deems necessary to grant to the Administrative Agent, for the benefit
of the Lenders, a perfected security interest in the Capital Stock of such new
Subsidiary or such Wholly Owned Subsidiary that is owned by any Group Member
with the priority set forth in the Intercreditor Agreement, (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the

<PAGE>

relevant Group Member, (iii) cause such new Subsidiary or such Wholly Owned
Subsidiary (other than the Securitization Subsidiary) (A) to become a party to
the Guarantee and Collateral Agreement, (B) to take such actions necessary to
grant to the Administrative Agent for the benefit of the Lenders a perfected
security interest in the Collateral described in the Guarantee and Collateral
Agreement with respect to such new Subsidiary or such Wholly Owned Subsidiary
with the priority specified in the Intercreditor Agreement, including the filing
of Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Administrative Agent and (C) to deliver to the Administrative
Agent a certificate of such Subsidiary or such Wholly Owned Subsidiary,
substantially in the form of Exhibit C, with appropriate insertions and
attachments, and (iv) if requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

            (d) With respect to any new Excluded Foreign Subsidiary created or
acquired after the Closing Date by any Group Member (other than by any Group
Member that is an Excluded Foreign Subsidiary), use its commercially reasonable
efforts to promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement as the Administrative Agent
deems necessary to grant to the Administrative Agent, for the benefit of the
Lenders, a perfected first priority security interest in the Capital Stock of
such new Subsidiary that is owned by any such Group Member (provided that in no
event shall more than 65% of the total outstanding voting Capital Stock of any
such new Subsidiary be required to be so pledged), (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the relevant Group Member, and take such other action as may be
necessary to perfect the Administrative Agent's security interest therein, and
(iii) if reasonably requested by the Administrative Agent, deliver to the
Administrative Agent customary legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.

            (e) With respect to any Foreign Subsidiary which is not a Wholly
Owned Foreign Subsidiary and which becomes a Wholly Owned Foreign Subsidiary
after the Closing Date (it being understood that the Capital Stock of such
Wholly Owned Foreign Subsidiary shall be held by VIHI or a Foreign Stock Holding
Company), promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement as the Administrative Agent
deems necessary to grant to the Administrative Agent, for the benefit of the
Lenders, a perfected first priority security interest in the Capital Stock of
such new Subsidiary that is owned by any such Group Member (provided that in no
event shall more than 65% of the total outstanding voting Capital Stock of any
such new Subsidiary be required to be so pledged), (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the relevant Group Member, and take such other action as may be
necessary or, in the opinion of the Administrative Agent, desirable to perfect
the Administrative Agent's security interest therein, and (iii) if reasonably
requested by the Administrative Agent, deliver to the Administrative Agent
customary legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

            (f) With respect to any material Intellectual Property registered
with the U.S. Patent and Trademark Office or the U.S. Copyright Office after the
Closing Date, promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement or such other documents as
the Administrative Agent reasonably deems necessary to grant to the
Administrative Agent, for the benefit of the Lenders, a security interest in
such property and (ii) take all commercially reasonable actions necessary to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected
first priority security interest in such property, including filings with the
U.S. Patent and

<PAGE>

Trademark Office or the U.S. Copyright Office, as applicable, and any other
filings required by law, in each case, as may be reasonably requested by the
Administrative Agent.

            5.10 Stock of First-Tier Foreign Subsidiaries. Cause the Capital
Stock of each Foreign Subsidiary directly owned by the Borrower or a Domestic
Subsidiary (other than Excluded Foreign Subsidiaries) now existing or hereafter
created or acquired to be held by VIHI or a Foreign Stock Holding Company at all
times.

            5.11 Post-Closing Matters. (a) Within 60 days of the Restatement
Effective Date (or such later date as may be agreed to by the Administrative
Agent from time to time), (i) use its commercially reasonable efforts to execute
and deliver to the Administrative Agent such security documents as the
Administrative Agent reasonably deems necessary to grant (under the laws of the
applicable Uncertificated Foreign Jurisdictions) to the Administrative Agent,
for the benefit of the Lenders, a perfected first priority security interest (to
the extent "first priority" liens are possible under the laws of such
Uncertificated Foreign Jurisdiction) in the Capital Stock of Foreign
Subsidiaries (other than Excluded Foreign Subsidiaries) organized under the laws
of an Uncertificated Foreign Jurisdiction, (ii) take such other actions
necessary to grant (under the laws of the applicable Uncertificated Foreign
Jurisdiction) to the Administrative Agent, for the benefit of the Lenders, a
perfected first priority security interest in the Capital Stock of such Foreign
Subsidiaries, (iii) deliver to the Administrative Agent all other customary
certificates and supporting documentation as may be reasonably requested by the
Administrative Agent, (iv) deliver to the Administrative Agent amendments to the
Mortgages referred to in Section 3.19(b) to the extent necessary to cause such
Mortgaged Properties to also secure the Additional Term Loan Facility and (v) if
requested by the Administrative Agent, deliver to the Administrative Agent
customary legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from local counsel in such jurisdiction,
reasonably satisfactory to the Administrative Agent.

                         SECTION 6. NEGATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect or any Loan or other amount is owing to any Lender or the
Administrative Agent hereunder other than unasserted contingent indemnification
obligations not due and payable), the Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly:

            6.1 Indebtedness. Create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness, except:

            (a) Indebtedness of any Loan Party pursuant to any Loan Document;

            (b) Indebtedness of any Loan Party (other than VIHI or any Foreign
      Stock Holding Company) the ABL Financing (and any replacement thereof);
      provided that the aggregate amount of Indebtedness outstanding under the
      ABL Financing shall not exceed $500,000,000 in the aggregate at any time;

            (c) unsecured Indebtedness of any Loan Party owed to any other Loan
      Party or to any Subsidiary which is not a Loan Party;

            (d) Indebtedness of (a) any Foreign Subsidiary owed to any other
      Foreign Subsidiary and (b) the Securitization Subsidiary owed to any
      Foreign Subsidiary or of any Foreign Subsidiary owed to the Securitization
      Subsidiary;

<PAGE>

            (e) Guarantee Obligations incurred in the ordinary course of
      business by the Borrower and its Subsidiaries in an aggregate amount,
      together with any Guarantee Obligations outstanding under Section 6.7(u),
      not to exceed $100,000,000 at any one time outstanding;

            (f) Indebtedness outstanding on the Closing Date and listed on
      Schedule 6.1(f) and any refinancings, refundings, renewals or extensions
      thereof (without shortening the maturity of, or increasing the principal
      amount of all Indebtedness listed thereon);

            (g) Indebtedness of any Foreign Subsidiaries (other than Halla
      Climate Control and its Subsidiaries) outstanding under any of the credit
      facilities listed on Schedule 6.1(g) as of the Closing Date up to an
      aggregate amount under all such credit facilities as set forth on Schedule
      6.1(g) (the "Schedule 6.1(g) Aggregate Amount") and any refinancings,
      refundings, renewals, reallocations or extensions thereof; provided that
      any new credit facility refinancing or replacing any such Indebtedness
      does not cause the aggregate amount available under all such credit
      facilities to exceed the Schedule 6.1(g) Aggregate Amount;

            (h) Indebtedness of the Borrower and its Subsidiaries under
      factoring programs and Permitted Receivables Financings, in each case,
      existing as of the Closing Date and listed on Schedule 6.1(h);

            (i) Indebtedness of Foreign Subsidiaries and the Securitization
      Subsidiary under the European Financing, factoring programs and Permitted
      Receivables Financings incurred after the Closing Date in an aggregate
      amount not to exceed $550,000,000 at any one time outstanding; provided
      that (a) the aggregate amount of such Indebtedness for Foreign
      Subsidiaries organized under the laws of any European country (or, in the
      case of Portuguese Receivables, Bermuda) and the Securitization Subsidiary
      shall not exceed $425,000,000, (b) the aggregate amount of such
      Indebtedness for all other Foreign Subsidiaries shall not exceed
      $200,000,000 and (c) such Indebtedness is not subject to any Guarantee
      Obligation or Lien issued or created by the Borrower or any of its
      Domestic Subsidiaries (other than the Securitization Subsidiary);

            (j) Indebtedness under letters of credit issued on behalf of Foreign
      Subsidiaries in an aggregate amount not to exceed $50,000,000 at any one
      time outstanding;

            (k) Indebtedness of Foreign Subsidiaries in an aggregate outstanding
      principal amount not to exceed $75,000,000 at any one time outstanding;

            (l) Indebtedness of the Borrower in respect of 2010 Notes and the
      2014 Notes;

            (m) so long as no Default or Event of Default shall have occurred
      and be continuing or would result therefrom, Permitted Additional Debt so
      long as the Net Cash Proceeds of such Permitted Additional Debt are used
      to prepay the 2010 Notes (or, to the extent the 2010 Notes have been
      prepaid in full, the 2014 Notes) or to prepay the Loans in accordance with
      Section 2.5(a);

            (n) Indebtedness of Halla Climate Control Corporation and its
      Subsidiaries in an amount not to exceed, when combined with all other
      outstanding Indebtedness of Halla Climate Control Corporation and its
      Subsidiaries, $350,000,000 at any one time outstanding;

            (o) Indebtedness secured by a Lien on the real property known as
      "Visteon Village" ("Visteon Village") on terms reasonably satisfactory to
      the Administrative Agent in an aggregate amount not less than 75% of the
      fair market value of such property at the time of the incurrence

<PAGE>

      of such Indebtedness; provided that (i) no Event of Default shall have
      occurred and be continuing or would result therefrom and (ii) 100% of the
      Net Cash Proceeds of such Indebtedness shall be used, subject to the
      Intercreditor Agreement, to prepay the Loans as set forth in Section
      2.5(a);

            (p) Indebtedness incurred in the ordinary course of business in
      connection with cash pooling, netting and cash management arrangements
      consisting of overdrafts or similar arrangements; provided that any such
      Indebtedness does not consist of Indebtedness for borrowed money and is
      owed to the financial institutions providing such arrangements and such
      Indebtedness is extinguished in accordance with customary practices with
      respect thereto;

            (q) Capital Lease Obligations and purchase money Indebtedness of the
      Borrower or any of its Domestic Subsidiaries related to property located
      in the United States in an aggregate amount not to exceed $75,000,000 at
      any one time outstanding;

            (r) Indebtedness in respect of Swap Agreements permitted under
      Section 6.10;

            (s) Indebtedness of the Borrower consisting of (x) repurchase
      obligation with respect to Capital Stock of the Borrower issued to
      directors, consultants, managers, officers and employees of the Borrower
      and its Subsidiaries arising upon the death, disability or termination of
      employment of such director, consultant, manager, officer or employee to
      the extent such repurchase is permitted under Section 6.5 and (y)
      promissory notes issued by the Borrower to directors, consultants,
      managers, officers and employees (or their spouses or estates) of the
      Borrower and its Subsidiaries to purchase or redeem Capital Stock of the
      Borrower issued to such director, consultant, manager, officer or employee
      to the extent such purchase or redemption is permitted under Section 6.5;

            (t) Indebtedness acquired or assumed in a Permitted Acquisition
      consummated pursuant to Section 6.7(i); provided that such Indebtedness
      was not incurred in contemplation of the consummation of such Permitted
      Acquisition;

            (u) Indebtedness consisting of take-or-pay obligations arising out
      of the Outsourcing Initiative or under supply agreements entered into in
      the ordinary course of business consistent with past practice;

            (v) Indebtedness arising out of Permitted Acquisitions and
      consisting of obligations of any Group Member under provisions relating to
      indemnification, adjustment of purchase price with respect thereto based
      on changes in working capital and earn-outs based on the income generated
      by the assets acquired in any such Permitted Acquisition after the
      consummation thereof;

            (w) Indebtedness arising out of the issuance of surety, stay,
      customs or appeal bonds, performance bonds and performance bonds and
      performance and completion guarantees, in each case incurred in the
      ordinary course of business;

            (x) Guarantee Obligations in respect of the Indebtedness of Joint
      Ventures (other than Halla Climate Control Corporation and its
      Subsidiaries and the TMD Entities); provided that the aggregate principal
      amount of such Indebtedness shall not exceed $50,000,000 (or the
      equivalent thereof) at any one time outstanding;

            (y) Indebtedness of Joint Ventures which are Subsidiaries of the
      Borrower (other than Halla Climate Control Corporation and its
      Subsidiaries and the TMD Entities), provided that (i)

<PAGE>

      the aggregate principal of such Indebtedness shall not exceed $50,000,000
      (or the equivalent thereof) at any one time outstanding and (ii) such
      Indebtedness shall not be subject to any Lien or Guarantee Obligation
      granted or incurred by the Borrower or any other Subsidiary (other than a
      Subsidiary of such Joint Venture) except as permitted in Section 6.1(x);

            (z) Indebtedness consisting of the financing of insurance premiums
      in the ordinary course of business with the providers of such insurance or
      their Affiliates;

            (aa) Indebtedness of the TMD Entities; provided that (i) the
      aggregate principal amount of such Indebtedness shall not exceed
      $40,000,000 (or the equivalent thereof) at any time and (ii) such
      Indebtedness shall not be subject to any Lien or Guarantee Obligation
      granted or incurred by the Borrower or any other Subsidiary (other than
      the TMD Entities);

            (bb) Indebtedness of Foreign Subsidiaries (other than Halla Climate
      Control and its Subsidiaries) not to exceed in the aggregate, at any one
      time outstanding, the lesser of (i) $250,000,000 and (ii) the excess (if
      any) of (x) the amount of Designated Foreign Assets at such time over (y)
      the Foreign Debt Base Amount;

            (cc) additional unsecured Indebtedness not otherwise permitted
      hereunder not exceeding an aggregate principal amount of $25,000,000 at
      any one time outstanding; and

            (dd) intercompany notes issued by a Foreign Subsidiary in connection
      with Permitted Restructuring Transactions so long as (i) if the Permitted
      Restructuring Transaction involves a transfer by a Loan Party, such
      intercompany note shall be pledged as Collateral pursuant to the Security
      Documents and (ii) such note is not issued in respect of any Indebtedness
      for borrowed money payable in cash.

            6.2 Liens. Create, incur, assume or suffer to exist any Lien upon
any of its property, whether now owned or hereafter acquired, except:

            (a) Liens for taxes, assessments or governmental charges not yet due
      or that are being contested in good faith by appropriate proceedings,
      provided that adequate reserves with respect thereto are maintained on the
      books of the Borrower or its Subsidiaries, as the case may be, in
      conformity with GAAP;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's, landlord's or other like Liens arising in the ordinary course
      of business that are not overdue for a period of more than 30 days or that
      are being contested in good faith by appropriate proceedings;

            (c) pledges or deposits in connection with workers' compensation,
      unemployment insurance and other social security legislation;

            (d) deposits to secure the performance of bids, trade contracts
      (other than for borrowed money), leases, statutory obligations, surety and
      appeal bonds, performance bonds and other obligations of a like nature
      incurred in the ordinary course of business;

            (e) easements, rights-of-way, covenants, conditions, restrictions
      and other similar encumbrances or minor title or survey defects incurred
      in the ordinary course of business that, in the aggregate, are not
      substantial in amount and that do not in any case materially detract from
      the value of the property subject thereto or materially interfere with the
      ordinary conduct of the business of the Borrower or any of its
      Subsidiaries;

<PAGE>

            (f) Liens in existence on the Closing Date listed on Schedule 6.2(f)
      and any modification, replacement, renewal or extension thereof, securing
      Indebtedness permitted by Section 6.1(f), provided that no such Lien is
      spread to cover any additional property (other than the proceeds or
      products thereof and accessions thereto) after the Closing Date and that
      the amount of Indebtedness secured thereby is not increased;

            (g) Liens securing Indebtedness of the Borrower or any other
      Subsidiary incurred pursuant to Section 6.1(r) to finance the acquisition,
      repair, replacement, construction or improvement of fixed or capital
      assets, provided that (i) such Liens shall be created substantially
      simultaneously with or within 180 days of such acquisition, repair,
      replacement, construction or improvement of such fixed or capital assets,
      (ii) such Liens do not at any time encumber any property other than the
      property financed by such Indebtedness (and the proceeds and products
      thereof and accessions thereto) and (iii) the amount of Indebtedness
      secured thereby is not increased;

            (h) Liens created pursuant to the Security Documents;

            (i) (i) leases, licenses, subleases or sublicenses granted to other
      Persons in the ordinary course of business which do not (A) interfere in
      any material respect with the business of any Borrower or any Subsidiary
      or (B) secure any Indebtedness or (ii) the rights reserved or vested in
      any Person by the terms of any lease, license, franchise, grant or permit
      held by any Borrower or any of its Subsidiaries or by a statutory
      provision, to terminate any such lease, license, franchise, grant or
      permit, or to require annual or periodic payments as a condition to the
      continuance thereof;

            (j) Subject to the Intercreditor Agreement, Liens to secure
      Indebtedness permitted under Section 6.1(b);

            (k) Liens on assets of Foreign Subsidiaries securing Indebtedness of
      such Foreign Subsidiaries (i) permitted by Section 6.1(g); provided that
      the aggregate outstanding principal amount of such Indebtedness secured by
      such Liens shall not exceed the secured Indebtedness set forth on Schedule
      6.1(g) as of the Closing Date, or (ii) permitted by Section 6.1(bb);

            (l) Liens securing Indebtedness of the Borrower or any Subsidiary
      incurred pursuant to Sections 6.1(j) and 6.1(k); provided that no Lien may
      be granted on the Collateral to secure such Indebtedness and the aggregate
      fair market value of the assets subject to such Liens shall not exceed
      100% of the amount of any such Indebtedness so secured;

            (m) Liens on Receivables, any Related Security and the Other
      Securitization Assets of the Borrower and any Subsidiary to the extent
      that such Receivables, Related Security or Other Securitization Assets are
      subject to the relevant factoring programs and any Permitted Receivables
      Financing permitted under Section 6.1(h) and (i);

            (n) Liens on assets of Halla Climate Control Corporation and its
      Subsidiaries securing Indebtedness permitted by Section 6.1(n); provided
      that the aggregate outstanding principal amount of such Indebtedness
      secured by such Liens shall not exceed $350,000,000; and

            (o) Liens securing Indebtedness permitted by Section 6.1(o);
      provided that such Liens shall only cover Visteon Village and any proceeds
      and products thereof and are created in connection with the incurrence of
      such Indebtedness;

<PAGE>

            (p) Liens securing judgments, decrees or attachments not
      constituting an Event of Default under Section 7.1(h) so long as such
      Liens are released or satisfied within 60 days after entry thereof (upon
      the issuance of an appeal bond or otherwise);

            (q) Liens in favor of customs and revenue authorities arising as a
      matter of law to secure payment of customs duties in connection with the
      importation of goods in the ordinary course of business;

            (r) Liens (i) of a collection bank arising under Section 4-210 of
      the Uniform Commercial Code on items in the course of collection, or (ii)
      in favor of a banking institution arising as a matter of law encumbering
      deposits (including the right of set-off) and which are within the general
      parameters customary in the banking industry;

            (s) Liens existing on property at the time of its acquisition or
      existing on the property of any Person at the time such Person becomes a
      Subsidiary, in each case after the Closing Date (other than Liens on the
      equity interests of any Person that becomes a Subsidiary) and any
      modifications, replacements, renewals or extensions thereof; provided that
      (i) such Lien was not created in contemplation of such acquisition or such
      Person becoming a Subsidiary, (ii) such Lien does not extend to or cover
      any other assets or property (other than the proceeds or products thereof
      and accessions thereto), and (iii) the Indebtedness secured thereby (or,
      as applicable, any modifications, replacements, renewals or extension
      thereof) is permitted under Section 6.1;

            (t) Liens arising from precautionary Uniform Commercial Code
      financing statement filings (or similar filings) regarding leases entered
      into by any Borrower or any of its Subsidiaries in the ordinary course of
      business;

            (u) Liens arising out of conditional sale, title retention,
      consignment or similar arrangements for sale of goods entered into by any
      Borrower or any of its Subsidiaries in the ordinary course of business and
      not prohibited by this Agreement; provided that such Liens only cover the
      property subject to such arrangements;

            (v) Liens that are contractual rights of set-off (i) relating to the
      establishment of depository relations with banks not given in connection
      with the issuance of Indebtedness, (ii) relating to pooled deposit or
      sweep accounts of any Borrower or any Subsidiary to permit satisfaction of
      overdraft or similar obligations incurred in the ordinary course of
      business of the Borrower and its Subsidiaries or (iii) relating to
      purchase orders and other agreements entered into with customers or
      suppliers of any Borrower or any Subsidiary in the ordinary course of
      business;

            (w) ground leases in respect of real property on which facilities
      owned or leased by the Borrower or any of its Subsidiaries are located;

            (x) Liens arising by operation of law under Article 2 of the Uniform
      Commercial Code in favor of a reclaiming seller of goods or buyer of
      goods;

            (y) security given to a public or private utility or any
      Governmental Authority as required in the ordinary course of business;

            (z) pledges or deposits of cash and Cash Equivalents securing
      deductibles, self-insurance, co-payment, co-insurance, retentions and
      similar obligations to providers of insurance on the ordinary course of
      business;

<PAGE>

            (aa) Liens on securities which are subject to repurchase agreements
      as contemplated in the definition of "Cash Equivalents";

            (bb) Liens on goods and the proceeds thereof and title documents
      relating thereto to secure drawings under letters of credit permitted
      under Section 6.1(j) used to finance the purchase of such goods;

            (cc) Liens on (i) incurred premiums, dividends and rebates which may
      become payable under insurance policies and loss payments which reduce the
      incurred premiums on such insurance policies and (ii) rights which may
      arise under State insurance guarantee funds relating to any such insurance
      policy, in each case to secure Indebtedness permitted under Section
      6.1(z);

            (dd) Liens not otherwise permitted by this Section so long as (i)
      the aggregate outstanding principal amount of the obligations secured
      thereby shall not exceed $10,000,000 at any time and (ii) the aggregate
      fair market value (determined as of the date such Lien is incurred) of the
      assets subject thereto exceeds (as to the Borrower and all Subsidiaries)
      shall not exceed $20,000,000 at any one time outstanding;

            (ee) Liens on earnest money deposits of cash or Cash Equivalents
      made by the Borrower or its Subsidiaries in connection with any Permitted
      Acquisition; and

            (ff) Liens on assets of the Securitization Subsidiary in favor of
      any Foreign Subsidiary securing intercompany Indebtedness or other
      obligations related to the origination, servicing or collection of
      Receivables, Related Security or Other Securitization Assets.

            6.3 Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:

            (a) any Subsidiary of the Borrower may be merged or consolidated
      with or into the Borrower (provided that the Borrower shall be the
      continuing or surviving corporation) or with or into any Subsidiary
      Guarantor (provided that the Subsidiary Guarantor shall be the continuing
      or surviving corporation);

            (b) any Subsidiary of the Borrower that is not a Subsidiary
      Guarantor may be merged or consolidated with or into any other Subsidiary
      of the Borrower that is not a Subsidiary Guarantor; provided that if one
      Subsidiary to such merger or consolidation is a Wholly Owned Subsidiary,
      the Wholly Owned Subsidiary shall be the continuing or surviving
      corporation;

            (c) any Subsidiary of the Borrower may Dispose of any or all of its
      assets (i) to the Borrower or any Subsidiary Guarantor (upon voluntary
      liquidation or otherwise), (ii) to a Subsidiary that is not a Subsidiary
      Guarantor if the Subsidiary making the Disposition is not a Subsidiary
      Guarantor; provided that any such Disposition by a Wholly Owned Subsidiary
      must be to a Wholly Owned Subsidiary, or (iii) pursuant to a Disposition
      permitted by Section 6.4;

            (d) any Investment expressly permitted by Section 6.7 may be
      structured as a merger, consolidation or amalgamation;

            (e) any Subsidiary may be dissolved or liquidated so long as any
      Dispositions in connection with any such liquidation or dissolution are
      permitted under Section 6.3(c); and

<PAGE>

            (f) any Permitted Restructuring Transaction shall be permitted.

            6.4 Disposition of Property. Dispose of any of its property, whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person, except:

            (a) the Disposition (including the abandonment of intellectual
      property) of obsolete, uneconomic, negligible or worn out property in the
      ordinary course of business;

            (b) the sale of inventory in the ordinary course of business;

            (c) Dispositions permitted by clause (i) of Section 6.3(b);

            (d) (i) the sale or issuance of any Subsidiary's Capital Stock to
      the Borrower or any Subsidiary Guarantor and (ii) sale or issuance of
      Capital Stock of the Borrower to any employee, director or officer under
      any employment or compensation plans; and

            (e) the sale by the Borrower or its Subsidiaries to Halla Climate
      Control Corporation of their ownership interests in Halla Climate Control
      (Dalian) Co. Ltd. and Visteon Automotive Systems India Private Limited;

            (f) Permitted Restructuring Transactions;

            (g) the sale or disposition of Receivables, any Related Security and
      any Other Securitization Assets in connection with the European Financing
      or Permitted Receivables Financings (and, whether pursuant to the European
      Financing or otherwise, the sale or disposition of Receivables, any
      Related Security and any Other Securitization Assets by the Securitization
      Subsidiary);

            (h) any sale or disposition of assets pursuant to the Outsourcing
      Initiative;

            (i) Dispositions of the assets of any Foreign Subsidiary which is an
      Immaterial Subsidiary (and with respect to which the Board of Directors of
      the Borrower shall have determined that a liquidation, dissolution or
      insolvency proceeding is in the best interests of the Borrower and its
      Subsidiaries) in connection with the liquidation or dissolution of such
      Subsidiary or in connection with any proceeding of the type described in
      Section 7.1(f) so long as the Net Cash Proceeds of such Disposition are
      used to pay the liabilities of such Subsidiary or are otherwise
      transferred to a Group Member;

            (j) so long as no Event of Default shall have occurred and be
      continuing or would result therefrom, the sale by the Borrower or its
      Subsidiaries of the Specified Assets;

            (k) so long as no Event of Default shall have occurred and be
      continuing or would result therefrom, the sale of the Capital Stock of
      Halla Climate Control Corporation so long as after giving effect to any
      such sale, the Borrower continues to hold, directly or indirectly, at
      least 51% of the equity interests of Halla Climate Control; provided that
      the Net Cash Proceeds of any such sale are applied as required by Section
      2.5(b);

            (l) so long as no Event of Default shall have occurred and be
      continuing or would result therefrom, the Disposition of other property
      not otherwise expressly permitted by this Section so long as (i) the
      Consolidated EBITDA Disposition Percentage attributable to the assets to
      be

<PAGE>

      Disposed of, together with the Consolidated EBITDA Disposition Percentage
      attributable to any other assets Disposed of pursuant to this Section
      6.4(l) during the same fiscal year, does not exceed 15% in the aggregate
      and (ii) the aggregate Consolidated EBITDA Disposition Percentage of all
      such assets Disposed of subsequent to the Closing Date pursuant to this
      Section 6.4(l) does not exceed 25%;

            (m) so long as no Event of Default shall have occurred and be
      continuing or would result therefrom, the sale of assets subsequent to the
      Closing Date with an aggregate fair market value not to exceed
      $175,000,000 (net of taxes, expenses, indebtedness, pension or OPEB
      liabilities paid or reserved for in connection with any such sale);

            (n) Dispositions of Cash Equivalents in the ordinary course of
      business in connection with the cash management activities of the Borrower
      and its Subsidiaries;

            (o) Dispositions of accounts receivable in connection with
      compromise, write down or collection thereof in the ordinary course of
      business and consistent with past practice;

            (p) leases, subleases, licenses or sublicenses of property in the
      ordinary course of business and which do not materially interfere with the
      business of the Borrower and its Subsidiaries;

            (q) transfer of property subject to a Recovery Event (i) upon
      receipt of Net Cash Proceeds of such Recovery Event or (ii) to a
      Governmental Authority as a result of condemnation;

            (r) Dispositions of Capital Stock to qualify directors where
      required by applicable Requirements of Law or to satisfy other
      requirements of applicable Requirements of Law with respect to the
      ownership of Capital Stock of Foreign Subsidiaries;

            (s) Dispositions of Acquired Non-Core Assets;

            (t) Dispositions of the Capital Stock of any Joint Venture to the
      extent required by the terms of customary buy/sell type arrangements
      entered into in connection with the formation of such Joint Venture; and

            (u) Dispositions of assets to effect Investments permitted under
      Section 6.7.

            6.5 Restricted Payments. Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such dividend) on,
or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Capital Stock of any Group Member, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of any Group Member
(collectively, "Restricted Payments"), except that:

            (a) any Subsidiary may make Restricted Payments to the Borrower or
      any Wholly Owned Subsidiary Guarantor;

            (b) any Subsidiary may make Restricted Payments pro rata to the
      holders of the equity of such Subsidiaries entitled to receive the same;

<PAGE>

            (c) the Borrower may make Restricted Payments in an aggregate amount
      not to exceed $25,000,000 in the aggregate subsequent to the Closing Date;

            (d) the Borrower may settle for cash the warrants issued to Ford
      pursuant to the Ford Documentation with (i) the net cash proceeds of a
      substantially concurrent issuance of common stock by the Borrower and (ii)
      at any time after the date which is the twelve month anniversary of the
      closing of the Ford Transactions (other than the ongoing performance
      obligations contemplated by the Ford Documentation), cash held by the
      Borrower in an amount not to exceed $100,000,000 in the aggregate;

            (e) the Borrower may make Restricted Payments in connection with the
      share repurchases required by the director and employee compensation
      programs as described on Schedule 6.5(e); and

            (f) cash payments by the Borrower in lieu of the issuance of
      fractional shares upon the exercise of options in the ordinary course of
      business.

            6.6 Capital Expenditures. (a) Make or commit to make any Capital
Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries in
the ordinary course of business not exceeding $500,000,000 during fiscal year
2006, $475,000,000 during fiscal year 2007, $425,000,000 during fiscal year 2008
and $450,000,000 during each fiscal year thereafter; provided, that (i) up to
100% of any such amount referred to above, if not so expended in the fiscal year
for which it is permitted, may be carried over for expenditure in the next
succeeding fiscal year and (ii) Capital Expenditures made pursuant to this
Section during any fiscal year shall be deemed made, first, in respect of
amounts permitted for such fiscal year as provided above and, second, in respect
of amounts carried over from the prior fiscal year pursuant to clause (a) above.
Notwithstanding anything to the contrary with respect to any fiscal year of the
Borrower during which a Permitted Acquisition is consummated and for each fiscal
year subsequent thereto, the amount of Capital Expenditures permitted under the
preceding sentence applicable to each fiscal year shall be increased by an
amount equal to the quotient obtained by dividing (A) the amount of such Capital
Expenditures (determined in accordance with GAAP) made by the acquired entity or
business for the thirty-six month period immediately preceding the consummation
of such Permitted Acquisition, by (B) three (such amount, the "Acquired
Permitted Capital Expenditure Amount"); provided that, with respect to the
fiscal year during which any such Permitted Acquisition occurs, the amount of
Capital Expenditures permitted under the first sentence of this Section 6.6 with
respect to such fiscal year shall be increased by an amount equal to the product
of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the
numerator of which is the number of days remaining in such fiscal year and the
denominator of which is 365 or 366, if applicable.

            (b) Notwithstanding anything to the contrary contained in Section
6.6(a) above, for any fiscal year beginning with fiscal year 2008, the amount of
Capital Expenditures that would otherwise be permitted in such fiscal year
pursuant to this Section 6.6 (including as a result of the amount that is
carried forward pursuant to clause (i) of Section 6.6(a)) may be increased by
(i) an amount equal to 50% of Adjusted EBITDA (it being understood that (x) the
calculation of the amount of Capital Expenditures permitted pursuant to this
clause (i) shall be made at the time the relevant Capital Expenditure is made
and include a deduction for any other Capital Expenditures made in reliance on
this clause (i), but no Default shall occur solely as a result of a decrease in
Adjusted EBITDA after the consummation of any such Capital Expenditure and (y)
if Adjusted EBITDA is negative, no adjustment shall be made under this clause
(i)) less an amount equal to any Investments made by the Loan Parties pursuant
to Section 6.7(i)(v) and (ii) an amount not to exceed $100,000,000 (the "CapEx
Pull-Forward Amount"); provided that the CapEx Pull-Forward Amount shall reduce,
on a dollar-for-dollar basis, the amount of Capital Expenditures that would
otherwise have been permitted in the immediately succeeding fiscal year.

<PAGE>

            6.7 Investments. Make any advance, loan, extension of credit (by way
of guaranty or otherwise) or capital contribution to, or purchase any Capital
Stock, bonds, notes, debentures or other debt securities of, or any assets
constituting a business unit of, or make any other investment in, any Person
(all of the foregoing, "Investments"), except:

            (a) extensions trade credit granted in the ordinary course of
      business;

            (b) investments in Cash Equivalents in the ordinary course of
      business in connection with the cash management activities of the Borrower
      and its Subsidiaries;

            (c) Guarantee Obligations permitted by Section 6.1;

            (d) loans and advances to employees of any Group Member in the
      ordinary course of business (including for travel, entertainment and
      relocation expenses) in an aggregate amount for all Group Members not to
      exceed $2,000,000 at any one time outstanding;

            (e) so long as no Default or Event of Default would result
      therefrom, intercompany Investments among the Loan Parties;

            (f) so long as no Default or Event of Default would result
      therefrom, intercompany Investments by Subsidiaries which are not Loan
      Parties in Loan Parties and intercompany Investments by Subsidiaries which
      are not Loan Parties in other Subsidiaries which are not Loan Parties;

            (g) intercompany Investments among Foreign Subsidiaries and between
      the Securitization Subsidiary and Foreign Subsidiaries;

            (h) intercompany loans from Loan Parties to Subsidiaries which are
      not Loan Parties in an aggregate outstanding amount not to exceed the sum
      (such sum, the "Non-Loan Party Intercompany Debt Basket") of (i)
      $100,000,000, (ii) intercompany loans or cash dividends from Subsidiaries
      which are not Loan Parties received by Loan Parties after the Closing Date
      and repayment in cash by Subsidiaries which are not Loan Parties of
      intercompany loans owing to any Loan Party (it being understood that such
      intercompany loans may not be repaid or prepaid to the extent that such
      prepayment would cause the Investment Basket to be a negative amount) and
      (iii) 50% of the Net Cash Proceeds received by any Loan Party from any
      asset sale permitted under Section 6.4(e); provided that the Non-Loan
      Party Intercompany Debt Basket shall be reduced by an amount equal to any
      Investments made pursuant to the Investment Basket in excess of the amount
      permitted pursuant to clause (i) of the definition of Investment Basket;

            (i) Investments in an aggregate outstanding amount (including
      assumed Indebtedness) not to exceed the sum (such sum, the "Investment
      Basket") of (i) $400,000,000 in the aggregate, (ii) intercompany loans or
      cash dividends from non-Loan Parties received by Loan Parties after the
      Closing Date and repayment in cash by non-Loan Parties of intercompany
      loans owing to any Loan Party (it being understood that such intercompany
      loans may not be repaid or prepaid to the extent that such prepayment
      would cause the Investment Basket to be a negative amount), (iii) 50% of
      the Net Cash Proceeds received by any Loan Party from any asset sale
      permitted under Section 6.4(e) and (iv) an amount equal to 50% of Adjusted
      EBITDA (it being understood that (x) the calculation of the amount of
      Investments permitted pursuant to this clause (iv) shall be made at the
      time the relevant Investment is made and include a deduction for any other
      outstanding Investments made in reliance on this clause (iv), but no
      Default shall occur solely as a result of a decrease in Adjusted EBITDA
      after the consummation of any such Investment and

<PAGE>

      (y) if Adjusted EBITDA is negative, no adjustment shall be made under this
      clause (iv)) less an amount equal to any Capital Expenditures made by the
      Loan Parties pursuant to Section 6.6(b)(i); provided that the Investment
      Basket shall be reduced by an amount equal to any intercompany loans made
      by the Loan Parties pursuant to the Non-Loan Party Intercompany Debt
      Basket in excess of the amount permitted pursuant to the definition of
      Non-Loan Party Intercompany Debt Basket in excess of $100,000,000;

            (j) Investments resulting from (i) the write-off of intercompany
      loans in connection with the liquidation of any Subsidiary permitted under
      Section 6.3(c) and 6.4(i) and (ii) the forgiveness of intercompany loans
      existing as of the Closing Date made by the Loan Parties to the UK
      Subsidiaries to the extent the Borrower reasonably determines in its good
      faith business judgment that the forgiveness of such intercompany loans is
      necessary to maximize the value of such Investments to the Borrower and
      its Subsidiaries;

            (k) Investments in assets useful in the business of the Borrower and
      its Subsidiaries made by the Borrower or any of its Subsidiaries with the
      proceeds of any Asset Sale Proceeds Deferred Amount;

            (l) the acquisition by the Borrower of the equity interests of Oasis
      Holdings Statutory Trust, the lessor under the Visteon Village Lease,
      pursuant to the terms of the declaration of trust governing such trust and
      the Visteon Village Lease;

            (m) the acquisition of (i) additional Capital Stock (other than
      newly issued shares of Capital Stock) of Halla Climate Control Corporation
      and (ii) additional Capital Stock (other than newly issued shares of
      Capital Stock) of Toledo Mold & Die, Inc.; provided that the aggregate
      consideration for acquisitions made pursuant to clause (ii) after the
      Closing Date shall not exceed $35,000,000;

            (n) the acquisition of additional Capital Stock of Joint Ventures
      (other than Halla Climate Control Corporation) pursuant to terms
      reasonably satisfactory to the Administrative Agent in an amount not to
      exceed $100,000,000 in the aggregate after the Closing Date;

            (o) Investments existing as of the Restatement Effective Date as set
      forth on Schedule 6.7(o) and any modification, replacement, renewal or
      extension thereof provided that the original amount of such Investments
      are not increased except as otherwise permitted by this Section 6.7;

            (p) Permitted Acquisitions;

            (q) Investments resulting from entering into Swap Agreements
      permitted by Section 6.10;

            (r) Investments in the ordinary course of business consisting of
      endorsements of instruments for collection or deposit;

            (s) Investments received in connection with the bankruptcy or
      reorganization of any Person or in settlement of obligations of, or
      disputes with, any Person arising in the ordinary course of business and
      upon foreclosure with respect to any secured Investment or other transfer
      of title with respect to any secured Investment;

            (t) advances of payroll payments to employees in the ordinary course
      of business;

<PAGE>

            (u) Guarantees by any Borrower or any Subsidiary of leases,
      contracts, or of other obligations that do not constitute Indebtedness, in
      each case entered into in the ordinary course of business; provided that
      the aggregate amount of the Guarantee Obligations in respect thereof,
      together with any outstanding Guarantee Obligations outstanding under
      Section 6.1(e), shall not exceed $100,000,000 at any time;

            (v) Investments arising out of the receipt by the Borrower or any of
      its Subsidiaries of promissory notes and non-cash consideration for the
      Disposition of assets permitted under Section 6.4(a), 6.4(j), 6.4(l) and
      6.4(m), provided that (i) the aggregate amount of such Investments shall
      not exceed $100,000,000 at any time and (ii) the non-cash consideration
      for any such Disposition shall not exceed 20% of the total consideration
      therefor;

            (w) Investments the consideration for which consists of the issuance
      of newly issued shares of the Borrower;

            (x) Capital Expenditures permitted under Section 6.6;

            (y) Guarantee Obligations permitted under 6.1(x);

            (z) Investments consisting of the retained interest (including,
      without limitation, subordinated Indebtedness) of sellers of Receivables
      in connection with the European Financing or any Permitted Receivables
      Financing;

            (aa) intercompany Investments made pursuant to a Permitted
      Restructuring Transaction to the extent permitted under 6.1(dd); and

            (bb) (i) Investments received in connection with the sale, transfer
      or other disposition of Receivables, any Related Security and any Other
      Securitization Assets by the Securitization Subsidiary and (ii) the
      purchase or other acquisition by, or transfer to the Securitization
      Subsidiary of Receivables, any Related Security and any Other
      Securitization Assets, in each case in connection with the origination,
      servicing or collection of such Receivables, Related Security or Other
      Securitization Assets.

            6.8 Optional Payments and Modifications of Certain Debt Instruments;
Modifications of Organizational Documents. (a) Make or offer to make any
optional or voluntary payment, prepayment, repurchase or redemption of or
otherwise optionally or voluntarily defease or segregate funds with respect to
the notes issued under the Existing Indenture or any Permitted Additional Debt
(other than (i) repurchases and redemptions of the 2010 Notes after the Closing
Date in an aggregate principal amount up to $200,000,000, (ii) the repurchase or
redemption of up to $100,000,000 after the Closing Date in aggregate principal
amount of the 2010 Notes (or, after the 2010 Notes have been repurchased or
redeemed in full, the 2014 Notes) following the delivery of a Note Repurchase
Notice with the Net Cash Proceeds of the Asset Sales described in such Note
Repurchase Notice, (iii) repurchases of the 2010 Notes after the Closing Date
(and, to the extent the offer required pursuant to Section 2.5(e) in respect of
the prepayment required under Section 2.5(c) shall have been made and such offer
shall have been declined, the 2010 Notes or the 2014 Notes up to the amount of
the prepayment so declined) with the Net Cash Proceeds of an Asset Sale
permitted under Section 6.4(m) (less any amount used to prepay the Loans
pursuant to Section 2.5(c)), (iv) repurchases and redemptions of the 2010 Notes
after the Closing Date (or, after the 2010 Notes have been repurchased or
redeemed in full, the 2014 Notes) with the Net Cash Proceeds of Permitted
Additional Debt in accordance with Section 6.1(m), (v) if the Consolidated
Leverage Ratio is less than 2.0 to 1.0, prepayments, repurchases or redemptions
of the 2010 Notes after the Closing Date (or, after the 2010 have been
repurchased or redeemed in full, the 2014

<PAGE>

Notes) in an amount not to exceed $200,000,000 in the aggregate and (vi)
repurchases or redemptions of the 2014 Notes after the Closing Date in an
aggregate principal amount not to exceed $35,000,000); (b) amend, modify, waive
or otherwise change, or consent or agree to any amendment, modification, waiver
or other change to, any of the terms of the Existing Indenture, the notes issued
thereunder or documentation governing any Permitted Additional Debt (other than
any such amendment, modification, waiver or other change that (i) would extend
the maturity or reduce the amount of any payment of principal thereof or reduce
the rate or extend any date for payment of interest thereon and (ii) does not
involve the payment of a consent fee other than customary consent fees
reasonably acceptable to the Administrative Agent); or (c) amend or modify in
any manner materially adverse to the Lenders, or grant any waiver or release
under or terminate in any manner (if such granting or termination shall be
materially adverse to the Lenders), the articles or certificate of incorporation
(or equivalent thereof) or by-laws or limited liability company agreement (or
equivalent thereof) of the Borrower or any of its Subsidiaries.

            6.9 Transactions with Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than the Borrower or any Subsidiary Guarantor) unless such
transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary
course of business of the relevant Group Member, and (c) upon fair and
reasonable terms no less favorable to the relevant Group Member than it would
obtain in a comparable arm's length transaction with a Person that is not an
Affiliate.

            6.10 Swap Agreements. Enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks (and not for speculative
purposes) of the Borrower or any Subsidiary (other than those in respect of
Capital Stock), including, but not limited to, foreign exchange rate and
commodity hedges and (b) Swap Agreements entered into in order to effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary.

            6.11 Changes in Fiscal Periods. Permit the fiscal year of the
Borrower to end on a day other than December 31 or change the Borrower's method
of determining fiscal quarters.

            6.12 Negative Pledge Clauses. Enter into or suffer to exist or
become effective any agreement that prohibits or limits the ability of any Group
Member to create, incur, assume or suffer to exist any Lien upon any of its
property or revenues, whether now owned or hereafter acquired, other than (a)
applicable law, (b) this Agreement and the other Loan Documents, (c) any
agreements governing any purchase money Liens or Capital Lease Obligations
otherwise permitted hereby (in which case, any prohibition or limitation shall
only be effective against the assets financed thereby), (d) the documentation
governing the ABL Financing (which shall not contain any restriction covered by
this Section which is materially more restrictive than this Agreement), (d) the
documentation governing the European Financing (with any restrictions to apply
only to the Securitization Subsidiary and the Foreign Subsidiaries which
participate in the European Financing), (e) the Existing Indenture, (f) any
agreement with respect to Indebtedness of a Foreign Subsidiary permitted
pursuant to this Agreement so long as such prohibitions or limitations are only
with respect to the properties and revenues of such Foreign Subsidiary or any
Wholly Owned Subsidiary of such Foreign Subsidiary, (g) any arrangement or
agreement arising in connection with a Disposition permitted under this
Agreement so long as such restrictions apply only to the asset to be Disposed of
pending completion of such Disposition, (h) any agreement with respect to the
Indebtedness of any Person existing at the time such Person becomes a Subsidiary
after the Closing Date so long as such prohibitions or limitations are only with
respect to the properties and revenues of such Subsidiary, (i) customary
restrictions in leases, subleases, licenses and

<PAGE>

sublicenses, (j) restrictions applicable to Joint Ventures pursuant to the joint
venture agreements and (k) restrictions applicable to the TMD Entities under
their organizational documents.

            6.13 Clauses Restricting Subsidiary Distributions. Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or
advances to, or other Investments in, the Borrower or any other Subsidiary of
the Borrower or (c) transfer any of its assets to the Borrower or any other
Subsidiary of the Borrower, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the Loan
Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant
to an agreement that has been entered into in connection with the Disposition of
all or substantially all of the Capital Stock or assets of such Subsidiary,
(iii) such encumbrances or restrictions required by applicable law, (iv) such
encumbrances or restrictions consisting of customary non-assignment provisions
in leases, subleases, licenses and sublicenses governing leasehold interests,
licenses or sublicenses to the extent such provisions restrict the transfer of
the lease, subleases, license, sublicenses or the property leased, subleased,
licensed or sublicensed thereunder, (v) such encumbrances or restrictions with
respect to Indebtedness of a Foreign Subsidiary permitted pursuant to this
Agreement and which encumbrances or restrictions are customary in agreements of
such type or are of the type existing under the agreements listed on Schedule
6.13 and which shall only apply to such Foreign Subsidiary subject thereto and
such Foreign Subsidiary's Wholly Owned Subsidiaries, (vi) restrictions under the
ABL Financing (which restrictions covered by this Section shall not be
materially more restrictive than this Agreement) or the European Financing
(which restrictions shall only apply to the Securitization Subsidiary and the
Foreign Subsidiaries which participate in the European Financing), (vii)
restrictions under joint venture agreements or other similar agreements entered
into in the ordinary course of business in connection with Joint Ventures,
(viii) restrictions on any Person existing at the time such Person becomes a
Subsidiary after the Closing Date so long as such prohibitions or limitations
are only with respect to such Subsidiary, and (ix) restrictions applicable to
the TMD Entities under their organizational documents.

            6.14 Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the date of this Agreement or that are
reasonable extensions thereof or reasonably related, supportive, complementary
or ancillary thereto.

            6.15 Business of VIHI and Foreign Stock Holding Companies. Permit
VIHI or any other Foreign Stock Holding Company to (a) engage at any time in any
business or business activity other than (i) ownership and acquisition of
Capital Stock in Halla Climate Control Corporation and other Foreign
Subsidiaries and Investments permitted by Section 6.7(aa), (ii) performance of
its obligations under and in connection with the Loan Documents, (iii) actions
required to maintain its existence and (iv) activities incidental to its
maintenance and continuance and to the foregoing activities; (b) incur any
Indebtedness (other than Indebtedness permitted by Section 6.1(dd)); or (c)
sell, dispose of, grant a Lien on or otherwise transfer the Capital Stock of
Halla Climate Control Corporation or any other Foreign Subsidiary except as
permitted by Section 6.4.

            6.16 Indebtedness Under CNTA Exception. Notwithstanding anything to
the contrary herein, incur any Indebtedness (other than the Obligations of the
Loan Parties pursuant to the Loan Documents and Indebtedness outstanding under
Section 6.1(b)) which constitutes Debt (as defined in the Existing Indenture) or
incur obligations under Sale-Leaseback Transactions (other than Sale-Leaseback
Transactions permitted under Section 6.10) which constitute "Attributable Debt"
as defined in the Existing Indenture, that, in either case, qualifies for the
CNTA Exception.

<PAGE>

            6.17 Liabilities of Oasis Holdings Statutory Trust. Consent to (a)
the incurrence by Oasis Holdings Statutory Trust of any Indebtedness or other
liabilities, (b) the Disposition by Oasis Holdings Statutory Trust of Visteon
Village or (c) the grant of any Lien on Visteon Village by Oasis Holdings
Statutory Trust.

            6.18 Business of Securitization Subsidiary. Permit the
Securitization Subsidiary to (a) engage at any time in any business or business
activity other than (i) to the extent it is a party to the European Financing,
the performance of its obligations under and in connection with the underlying
documents for the European Financing, (ii) the origination, collection and
servicing of Receivables and activities necessary, related or incidental
thereto, (iii) engaging in management functions, including, without limitation,
managing contract manufacturing arrangements with respect to the Borrower's
European business (iv) actions required to maintain its existence and (v)
activities incidental to its maintenance and continuance and to the foregoing
activities; or (b) incur any Indebtedness or sell, dispose of, grant a Lien on
or otherwise transfer any of its assets except as permitted hereunder.

                          SECTION 7. EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing:

            (a) the Borrower shall fail to pay any principal of any Loan when
      due in accordance with the terms hereof; or the Borrower shall fail to pay
      any interest on any Loan, or any other amount payable hereunder or under
      any other Loan Document, within five Business Days after any such interest
      or other amount becomes due in accordance with the terms hereof; or

            (b) any representation or warranty made or deemed made by any Loan
      Party herein or in any other Loan Document or that is contained in any
      certificate, document or financial statement furnished by it at any time
      under or in connection with this Agreement or any such other Loan Document
      shall prove to have been inaccurate in any material respect on or as of
      the date made or deemed made; or

            (c) (i) any Loan Party shall default in the observance or
      performance of any agreement contained in clause (i) or (ii) of Section
      5.4(a) (with respect to the Borrower only), Section 5.7(a) or Section 6 of
      this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and Collateral
      Agreement or (ii) an "Event of Default" under and as defined in any
      Mortgage shall have occurred and be continuing; provided that (x) no
      Default or Event of Default shall occur under Section 6 of this Agreement
      with respect to the monetary limitations set forth therein expressed in
      United States dollars solely as a result of changes in currency exchange
      rates subsequent to the date of the taking of the actions permitted
      therein and (y) compliance with such monetary limitations with respect to
      actions taken in currencies other than United States dollars shall be
      determined on the date of such action based on the equivalent U.S. Dollar
      amount thereof and of all other actions taken prior to such date which are
      also subject to such limitation; or

            (d) any Loan Party shall default in the observance or performance of
      any other agreement contained in this Agreement or any other Loan Document
      (other than as provided in paragraphs (a) through (c) of this Section),
      and such default shall continue unremedied for a period of thirty days
      after notice to the Borrower from the Administrative Agent or the Required
      Lenders; or

            (e) any Group Member shall (i) default in making any payment of any
      principal of any Indebtedness (including any Guarantee Obligation, but
      excluding the Loans) on the scheduled or

<PAGE>

      original due date with respect thereto; or (ii) default in making any
      payment of any interest on any such Indebtedness beyond the period of
      grace, if any, provided in the instrument or agreement under which such
      Indebtedness was created; (iii) default in the observance or performance
      of any other agreement or condition relating to any such Indebtedness or
      contained in any instrument or agreement evidencing, securing or relating
      thereto, or any other event (including any event of termination (or any
      event which prevents any further sales) under the European Financing or
      any Permitted Receivables Financing) shall occur or condition exist, the
      effect of which default or other event or condition is to cause, or to
      permit the holder or beneficiary of such Indebtedness (or a trustee or
      agent on behalf of such holder or beneficiary) to cause, with the giving
      of notice if required, such Indebtedness to become due prior to its stated
      maturity or (in the case of any such Indebtedness constituting a Guarantee
      Obligation) to become payable or (in the case of any event of termination
      under the European Financing) to cause such agreement and any facilities
      under such agreement to terminate; provided, that a default, event or
      condition described in clause (i), (ii) or (iii) of this paragraph (e)
      shall not at any time constitute an Event of Default unless, at such time,
      one or more defaults, events or conditions of the type described in
      clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and
      be continuing with respect to Indebtedness the outstanding principal
      amount of which exceeds in the aggregate $50,000,000; provided, further,
      that this Section 7(e) shall not apply to intercompany Indebtedness of an
      Immaterial Subsidiary; or

            (f) (i) any Material Group Member shall commence any case,
      proceeding or other action (A) under any existing or future law of any
      jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
      reorganization or relief of debtors, seeking to have an order for relief
      entered with respect to it, or seeking to adjudicate it a bankrupt or
      insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
      liquidation, dissolution, composition or other relief with respect to it
      or its debts, or (B) seeking appointment of a receiver, trustee,
      custodian, conservator or other similar official for it or for all or any
      substantial part of its assets, or any Material Group Member shall make a
      general assignment for the benefit of its creditors; or (ii) there shall
      be commenced against any Material Group Member any case, proceeding or
      other action of a nature referred to in clause (i) above that (A) results
      in the entry of an order for relief or any such adjudication or
      appointment or (B) remains undismissed or undischarged for a period of
      sixty days; or (iii) there shall be commenced against any Material Group
      Member any case, proceeding or other action seeking issuance of a warrant
      of attachment, execution, distraint or similar process against all or any
      substantial part of its assets that results in the entry of an order for
      any such relief that shall not have been vacated, discharged, or stayed or
      bonded pending appeal within sixty (60)days from the entry thereof; or
      (iv) any Material Group Member shall take any action in furtherance of, or
      indicating its consent to, approval of, or acquiescence in, any of the
      acts set forth in clause (i), (ii), or (iii) above; or (v) any Material
      Group Member shall generally not, or shall be unable to, or shall admit in
      writing its inability to, pay its debts as they become due; or

            (g) (i) any Person shall engage in any "prohibited transaction" (as
      defined in Section 406 of ERISA or Section 4975 of the Code) involving any
      Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
      of ERISA), whether or not waived, shall exist with respect to any Plan or
      any Lien in favor of the PBGC or a Plan shall arise on the assets of any
      Group Member or any Commonly Controlled Entity, (iii) a Reportable Event
      shall occur with respect to, or proceedings shall commence to have a
      trustee appointed, or a trustee shall be appointed, to administer or to
      terminate, any Single Employer Plan, which Reportable Event or
      commencement of proceedings or appointment of a trustee is, in the
      reasonable opinion of the Required Lenders, likely to result in the
      termination of such Plan for purposes of Title IV of ERISA, (iv) any
      Single Employer Plan shall terminate for purposes of Title IV of ERISA,
      (v) any Group Member or any

<PAGE>

      Commonly Controlled Entity shall, or in the reasonable opinion of the
      Required Lenders is likely to, incur any liability in connection with a
      withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
      Plan or (vi) any other event or condition shall occur or exist with
      respect to a Plan; and in each case in clauses (i) through (vi) above,
      such event or condition, together with all other such events or
      conditions, if any, could, in the sole judgment of the Required Lenders,
      reasonably be expected to have a Material Adverse Effect; or

            (h) one or more judgments or decrees shall be entered against any
      Group Member involving in the aggregate a liability (not paid or fully
      covered by insurance as to which the relevant insurance company has
      acknowledged coverage) of $50,000,000 or more, and all such judgments or
      decrees shall not have been vacated, discharged, stayed or bonded pending
      appeal within sixty days from the entry thereof; or

            (i) any of the Security Documents or the Intercreditor Agreement
      shall cease, for any reason, to be in full force and effect, or any Loan
      Party or any Subsidiary of any Loan Party, or in the case of the
      Intercreditor Agreement, any party to the Intercreditor Agreement, shall
      so assert, or any Lien created by any of the Security Documents shall
      cease to be enforceable and of the same effect and priority purported to
      be created thereby (other than as a result of any action or inaction on
      the part of the Administrative Agent or the Lenders); or

            (j) the guarantee contained in Section 2 of the Guarantee and
      Collateral Agreement shall cease, for any reason, to be in full force and
      effect or any Loan Party or any Subsidiary of any Loan Party shall so
      assert; or

            (k) a Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents shall immediately become due and payable, and (B) if
such event is any other Event of Default, either or both of the following
actions may be taken: with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents to be due and payable forthwith, whereupon the same
shall immediately become due and payable. Except as expressly provided above in
this Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived by the Borrower.

                             SECTION 8. THE AGENTS

            8.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

<PAGE>

            8.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

            8.3 Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

            8.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

            8.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has received notice from a Lender or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders); provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

<PAGE>

            8.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates have made any
representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of a Loan Party or any Affiliate of a
Loan Party, shall be deemed to constitute any representation or warranty by any
Agent to any Lender. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
Affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their Affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

            8.7 Indemnification. The Lenders agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or
asserted against such Agent in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder.

            8.8 Agent in Its Individual Capacity. Each Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with any Loan Party as though such Agent were not an Agent. With
respect to its Loans made or renewed by it, each Agent shall have the same
rights and powers under this Agreement and the other Loan Documents as any
Lender and may exercise the same as though it were not an Agent, and the terms
"Lender" and "Lenders" shall include each Agent in its individual capacity.

            8.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders and the
Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which

<PAGE>

successor agent shall (unless an Event of Default under Section 7(a) or Section
7(f) with respect to the Borrower shall have occurred and be continuing) be
subject to approval by the Borrower (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 8 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

            8.10 Documentation Agent and Syndication Agent. Neither the
Documentation Agent nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.

                            SECTION 9. MISCELLANEOUS

            9.1 Amendments and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 9.1. Except as
provided in Section 2.17, the Required Lenders (other than Defaulting Lenders)
and each Loan Party party to the relevant Loan Document may, or, with the
written consent of the Required Lenders (other than Defaulting Lenders), the
Administrative Agent and each Loan Party party to the relevant Loan Document
may, from time to time, (a) enter into written amendments, supplements or
modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Loan Parties hereunder or thereunder
or (b) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) forgive the
principal amount or extend the final scheduled date of maturity of any Loan,
extend the scheduled date of any amortization payment in respect of any Term
Loan, reduce the stated rate of any interest or fee payable hereunder (except
(x) a waiver of any Default or Event of Default shall not be deemed to be a
reduction in the rate of interest or any fee and (y) in connection with the
waiver of applicability of any post-default increase in interest rates) or
extend the scheduled date of any payment thereof, in each case without the
written consent of each Lender directly affected thereby; (ii) eliminate or
reduce the voting rights of any Lender under this Section 9.1 without the
written consent of such Lender; (iii) reduce any percentage specified in the
definition of Required Lenders, consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement and the other
Loan Documents, subject to the terms of the Intercreditor Agreement, release all
or substantially all of the Collateral or release all or substantially all of
the Subsidiary Guarantors from their obligations under the Guarantee and
Collateral Agreement, in each case without the written consent of all Lenders;
or (iv) amend, modify or waive any provision of Section 8 without the written
consent of the Administrative Agent. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Loan Parties, the Lenders, the Administrative Agent and all
future holders of the Loans. In the case of any waiver, the Loan Parties, the
Lenders and the Administrative Agent shall be restored to their former position
and rights hereunder and under the other Loan Documents, and any Default or
Event of Default waived shall

<PAGE>

be deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

            Notwithstanding the foregoing, this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to
time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents
with the Term Loans and the accrued interest and fees in respect thereof and (b)
to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders.

            9.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

    Borrower:                  One Village Center
                               Van Buren Township, Michigan 48111
                               Attention:  Treasurer
                               Telecopy:  734-736-5563
                               Telephone: 734-710-5780

    with a copy to             Kirkland & Ellis LLP
                               200 East Randolph Drive
                               Chicago, Illinois 60601
                               Attention: Linda K. Myers PC
                               Telecopy: 312-861-2200
                               Telephone: 312-861-2000

    Administrative Agent:      270 Park Avenue
                               New York, New York 10017
                               Attention:  Robert Kellas
                               Telecopy: 212-270-5100
                               Telephone:  212-270-3560

    with a copy to:            Loan and Agency Services
                               1111 Fannin Street, 10th Floor
                               Houston, Texas 77002
                               Attention: Ms. Alice Telles
                               Telecopy: 713-750-2666
                               Telephone: 713-750-7941

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to Section 2.2 and 2.6 shall not be effective until
received.

            Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent;

<PAGE>

provided that the foregoing shall not apply to notices pursuant to Section 2
unless otherwise agreed by the Administrative Agent and the applicable Lender.
The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures
may be limited to particular notices or communications.

            9.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

            9.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document
or certificate delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the making of the Loans and
other extensions of credit hereunder.

            9.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse the Administrative Agent for all its reasonable documented
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
this Agreement and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable
documented fees and disbursements of one counsel to the Administrative Agent
(and such other local and foreign local counsel as shall be reasonably required
by the Administrative Agent) and filing and recording fees and expenses, with
statements with respect to the foregoing to be submitted to the Borrower prior
to the Closing Date (in the case of amounts to be paid on the Closing Date) and
from time to time thereafter on a quarterly basis or such other periodic basis
as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each
Lender and the Administrative Agent for all its out-of-pocket costs and expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement, the other Loan Documents and any such other documents, including
the fees and out-of-pocket disbursements of counsel (including the allocated
fees and expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent, (c) to pay, indemnify, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Administrative Agent and their
respective officers, directors, employees, Affiliates, agents and controlling
persons (each, an "Indemnitee") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of any Group Member or any of the Properties and the reasonable
fees and reasonable documented out-of-pocket expenses of legal counsel in
connection with claims, actions or proceedings by any Indemnitee against any
Loan Party under any Loan Document (all the foregoing in this clause (d),
collectively, the "Indemnified Liabilities"), provided, that the Borrower shall
have no obligation hereunder to any

<PAGE>

Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities (i) have resulted from the gross negligence, bad faith
or willful misconduct of such Indemnitee, (ii) have resulted from the breach by
such Indemnitee in respect of such Indemnitee's obligations under the Facility
or (iii) have arisen from a dispute solely between Lenders and not involving the
Administrative Agent in its capacity as such or the Borrower; provided further
that such reimbursement obligations shall be limited to one counsel for the
Administrative Agent and one counsel for the Lenders (and, to the extent
necessary as determined by the Administrative Agent, one or more local counsel)
unless there is a conflict of interest with respect to a particular Indemnitee,
in which case such Indemnitee shall be reimbursed for its own counsel. Without
limiting the foregoing, and to the extent permitted by applicable law, the
Borrower agrees not to assert and to cause its Subsidiaries not to assert, and
hereby waives and agrees to cause its Subsidiaries to waive, all rights for
contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses
of whatever kind or nature, under or related to Environmental Laws, that any of
them might have by statute or otherwise against any Indemnitee. If any suit,
action, proceeding, claim or demand shall be brought or asserted against any
Indemnitee (other than the Agents) with respect to the matters covered by the
Borrower's indemnification in this Agreement, (i) such Indemnitee shall promptly
notify the Borrower thereof and (ii) to the extent not precluded by a conflict
of interest or other duties binding on it, such Indemnitee shall work
cooperatively with the Borrower with a view toward minimizing the legal and
other expenses associated with any defense and any potential settlement or
judgment, which cooperation shall include (A) the use of a single counsel
selected by such Indemnitee and reasonably acceptable to the Borrower (so long
as such Indemnitee, in its reasonable judgment, does not believe that the use of
a single counsel is not reasonably practicable or, based on the advice of
counsel, disadvantageous from a legal perspective and (B) regular consultation
with the Borrower (and, to the extent a single counsel is not used, its counsel)
upon the reasonable request of the Borrower with regard to the management of any
litigation and the negotiation of any potential settlement, in order to afford
the Borrower (and, to the extent a single counsel is not used, its counsel)
reasonable opportunities to participate in the consideration of material
decisions with respect thereto. All amounts due under this Section 9.5 shall be
payable not later than 30 days after written demand therefor (together with
reasonably detailed supporting documentation). Statements payable by the
Borrower pursuant to this Section 9.5 shall be submitted to Brian Casey,
Treasurer (Telephone No. 734-710-5780) (Telecopy No. 734-736-5563), at the
address of the Borrower set forth in Section 9.2, or to such other Person or
address as may be hereafter designated by the Borrower in a written notice to
the Administrative Agent. The agreements in this Section 9.5 shall survive
repayment of the Loans and all other amounts payable hereunder. Notwithstanding
the foregoing, any indemnification provided under this Section 9.5 shall be
without duplication of any amounts under Section 2.13 or otherwise.

            9.6 Successors and Assigns; Participations and Assignments. (a) 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,
except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section.

            (b)(i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (each, an "Assignee") all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitments and the Loans at the time owing to it) with the
prior written consent of:

            (A) the Borrower (such consent not to be unreasonably withheld),
      provided that no consent of the Borrower shall be required for an
      assignment to a Lender, an Affiliate of a Lender,

<PAGE>

      an Approved Fund (as defined below) or, if an Event of Default under
      Section 7(a) or (f) has occurred and is continuing, any other Person; and

            (B) the Administrative Agent (such consent not to be unreasonably
      withheld), provided that no consent of the Administrative Agent shall be
      required for an assignment of all or any portion of a Term Loan to a
      Lender, an Affiliate of a Lender or an Approved Fund.

            (ii) Assignments shall be subject to the following additional
      conditions:

            (A) except in the case of an assignment to a Lender, an Affiliate of
      a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitments or Loans under any Facility,
      the amount of the Commitments or Loans of the assigning Lender subject to
      each such assignment shall not be less than $1,000,000 unless each of the
      Borrower and the Administrative Agent otherwise consent, provided that (1)
      no such consent of the Borrower shall be required if an Event of Default
      under Section 7(a) or (f) has occurred and is continuing and (2) such
      amounts shall be aggregated in respect of each Lender and its Affiliates
      or Approved Funds, if any;

            (B) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500, and the Borrower shall
      acknowledge such Assignment and Assumption to the extent required under
      Section 9.6(b)(i)(A); and

            (C) the Assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an administrative questionnaire in which the Assignee
      designates one or more credit contacts to whom all syndicate-level
      information (which may contain material non-public information about the
      Borrower and its Affiliates and their related parties or their respective
      securities) will be made available and who may receive such information in
      accordance with the assignee's compliance procedures and applicable laws,
      including Federal and state securities law.

            For the purposes of this Section 9.6, "Approved Fund" means any
Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) below, from and after the effective date specified in each
Assignment and Assumption the Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.12, 2.13, 2.14 and 9.5). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.6
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal

<PAGE>

amount of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive, and
the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.

            (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an Assignee, the Assignee's completed
administrative questionnaire (unless the Assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

            (c)(i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (A) such Lender's obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to
the second sentence of Section 9.1 and (2) directly affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.7(b)
as though it were a Lender, provided such Participant shall be subject to
Section 9.7(a) as though it were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.12 or 2.13 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. Any Participant that is a Non-U.S. Lender
shall not be entitled to the benefits of Section 2.13 unless such Participant
complies with Section 2.13(d) and (e).

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or Assignee for such Lender as a party hereto.

            (e) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (d) above.

            (f) Notwithstanding the foregoing, any Conduit Lender may assign any
or all of the Loans it may have funded hereunder to its designating Lender
without the consent of the Borrower or the

<PAGE>

Administrative Agent and without regard to the limitations set forth in Section
9.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby
confirms that it will not institute against a Conduit Lender or join any other
Person in instituting against a Conduit Lender any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any state bankruptcy or
similar law, for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender; provided, however,
that each Lender designating any Conduit Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage or expense
arising out of its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.

            9.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders under the Facility, if any Lender (a "Benefitted Lender")
shall, at any time after the Loans and other amounts payable hereunder shall
immediately become due and payable pursuant to Section 7, receive any payment of
all or part of the Obligations owing to it, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 7(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of the Obligations owing to such other Lender, such
Benefitted Lender shall purchase for cash from the other Lenders a participating
interest in such portion of the Obligations owing to each such other Lender, or
shall provide such other Lenders with the benefits of any such collateral, as
shall be necessary to cause such Benefitted Lender to share the excess payment
or benefits of such collateral ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Borrower,
any such notice being expressly waived by the Borrower to the extent permitted
by applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower, as the case may be (other than amounts
held in payroll, trust and tax accounts). Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such setoff and application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such setoff and application.

            9.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission or a PDF by electronic mail shall be effective as
delivery of a manually executed counterpart hereof. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

            9.9 Severability. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

<PAGE>

            9.10 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

            9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            9.12 Submission To Jurisdiction; Waivers. The parties hereto hereby
irrevocably and unconditionally:

            (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Loan Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the courts
      of the State of New York, the courts of the United States for the Southern
      District of New York, and appellate courts from any thereof;

            (b) consents that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to the
      Borrower at its address set forth in Section 9.2 or at such other address
      of which the Administrative Agent shall have been notified pursuant
      thereto;

            (d) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

            (e) waives, to the maximum extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this Section any special, exemplary, punitive or consequential
      damages.

            9.13 Acknowledgements. The Borrower hereby acknowledges that:

            (a) it has been advised by counsel in the negotiation, execution and
      delivery of this Agreement and the other Loan Documents;

            (b) neither the Administrative Agent nor any Lender has any
      fiduciary relationship with or duty to the Borrower arising out of or in
      connection with this Agreement or any of the other Loan Documents, and the
      relationship between Administrative Agent and Lenders, on one hand, and
      the Borrower, on the other hand, in connection herewith or therewith is
      solely that of debtor and creditor; and

            (c) no joint venture is created hereby or by the other Loan
      Documents or otherwise exists by virtue of the transactions contemplated
      hereby among the Lenders or among the Borrower and the Lenders.

<PAGE>

            9.14 Releases of Guarantees and Liens. (a) Notwithstanding anything
to the contrary contained herein or in any other Loan Document but subject to
the Intercreditor Agreement, the Administrative Agent is hereby irrevocably
authorized by each Lender (without requirement of notice to or consent of any
Lender except as expressly required by Section 9.1) to take any action requested
by the Borrower having the effect of releasing any Collateral or guarantee
obligations (i) to the extent necessary to permit consummation of any
transaction not prohibited by any Loan Document or that has been consented to in
accordance with Section 9.1 or (ii) under the circumstances described in
paragraph (b) below.

            (b) Subject to the Intercreditor Agreement, at such time as the
Loans and the other obligations under the Loan Documents (other than obligations
under or in respect of Swap Agreements) shall have been paid in full and the
Commitments have been terminated, the Collateral shall be released from the
Liens created by the Security Documents, and the Security Documents and all
obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Loan Party under the Security Documents shall
terminate, all without delivery of any instrument or performance of any act by
any Person.

            9.15 Confidentiality. Each of the Administrative Agent and each
Lender agrees to keep confidential all non-public information provided to it by
any Loan Party, the Administrative Agent or any Lender pursuant to or in
connection with this Agreement that is designated by the provider thereof as
confidential; provided that nothing herein shall prevent the Administrative
Agent or any Lender from disclosing any such information (a) to the
Administrative Agent, any other Lender or any Affiliate thereof, (b) subject to
an agreement to comply with the provisions of this Section, to any actual or
prospective Transferee or any direct or indirect counterparty to any Swap
Agreement (or any professional advisor to such counterparty), (c) to its
employees, directors, agents, attorneys, accountants and other professional
advisors or those of any of its Affiliates involved with this financing (it
being understood that the Administrative Agent, such Lender or such Affiliate,
as the case may be, shall be responsible for the compliance with the provisions
hereof by their respective officers, directors, employees and agents), (d) upon
the request or demand of any Governmental Authority, (e) in response to any
order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law (it being understood that, to the
extent permitted, the Administrative Agent or such Lender shall give prompt
notice to the Borrower of such disclosure), (f) if requested or required to do
so in connection with any litigation or similar proceeding (it being understood
that, to the extent permitted, the Administrative Agent or such Lender shall
give prompt notice to the Borrower of such disclosure), (g) that has been
publicly disclosed other than as a result of a breach by the Administrative
Agent or such Lender, as the case may be, of this Section 9.15, (h) to the
National Association of Insurance Commissioners or any similar organization or
any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender, or (i) if reasonably required in order to exercise any
remedy hereunder or under any other Loan Document.

            Each Lender acknowledges that information furnished to it pursuant
to this Agreement may include material non-public information concerning the
Borrower and its Affiliates and their related parties or their respective
securities, and confirms that it has developed compliance procedures regarding
the use of material non-public information and that it will handle such material
non-public information in accordance with those procedures and applicable law,
including Federal and state securities laws.

            All information, including requests for waivers and amendments,
furnished by the Borrower or the Administrative Agent pursuant to, or in the
course of administering, this Agreement will be syndicate-level information,
which may contain material non-public information about the Borrower and its
Affiliates and their related parties or their respective securities.
Accordingly, each Lender represents to the Borrower and the Administrative Agent
that it has identified in its administrative

<PAGE>

questionnaire a credit contact who may receive information that may contain
material non-public information in accordance with its compliance procedures and
applicable law, including Federal and state securities laws.

            9.16 Intercreditor Agreement. Each Lender acknowledges that it has
received and reviewed a copy of the Intercreditor Agreement and has agreed to
the terms thereof. Each Lender hereby authorizes and directs JPMorgan Chase
Bank, N.A. (in its capacity as Administrative Agent) to enter into the
Intercreditor Agreement on behalf of the Lender.

            The terms of this Agreement, any lien and security interest granted
to the Administrative Agent pursuant to this Agreement and the exercise of any
right or remedy by the Administrative Agent hereunder are subject to the
provisions of the Intercreditor Agreement, as amended from time to time. In the
event of any inconsistency between the provisions of this Agreement and the
Intercreditor Agreement, the provisions of the Intercreditor Agreement shall
supersede the provisions of this Agreement.

            9.17 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

            9.18 Effect of Amendment and Restatement of Existing Credit
Agreement. On the Restatement Effective Date, the Existing Credit Agreement
shall be amended, restated and superseded in its entirety. The parties hereto
acknowledge and agree that (a) this Agreement and the other Loan Documents,
whether executed and delivered in connection herewith or otherwise, do not
constitute a novation, payment and reborrowing, or termination of the
"Obligations" (as defined in the Existing Credit Agreement) under the Existing
Credit Agreement as in effect prior to the Restatement Effective Date and (b)
such "Obligations" are in all respects continuing (as amended and restated
hereby) with only the terms thereof being modified as provided in this
Agreement.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                                   VISTEON CORPORATION

                                   By: /s/ Brian P. Casey
                                       -----------------------------------------
                                     Name: Brian P. Casey
                                     Title: Vice President and Treasurer

                                   JPMORGAN CHASE BANK, N.A., as Administrative
                                   Agent and as a Lender

                                   By: /s/ Robert P. Kellas
                                       -----------------------------------------
                                     Name: Robert P. Kellas
                                     Title: Executive Director

                                   CITICORP USA, INC., as Syndication Agent and
                                   as a Lender

                                   By: /s/ Jeffrey Nitz
                                       -----------------------------------------
                                     Name: Jeffrey Nitz
                                     Title: Director