VISTEON CORP
FIRST AMENDMENT, DATED AS OF FEBRUARY 27, 2004
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<TYPE>EX-10.25.1
<SEQUENCE>2
<FILENAME>k84913exv10w25w1.txt
<DESCRIPTION>FIRST AMENDMENT, DATED AS OF FEBRUARY 27, 2004
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                                                                EXHIBIT 10.25.1


                                 FIRST AMENDMENT


                  FIRST AMENDMENT, dated as of February 27, 2004 (this "First
Amendment"), to and under the 364-Day/1-Year Term-Out Credit Agreement, dated as
of June 19, 2003 (as amended, supplemented, or otherwise modified from time to
time, the "Credit Agreement"), among VISTEON CORPORATION, a Delaware corporation
(the "Company"), the several banks and other financial institutions or entities
from time to time parties thereto (the "Banks"), CITIBANK, N.A., as syndication
agent (in such capacity, the "Syndication Agent") and JPMORGAN CHASE BANK, a New
York banking corporation, as administrative agent for the Banks (in such
capacity, the "Administrative Agent").


                              W I T N E S S E T H:


                  WHEREAS, the Company, the Banks, the Syndication Agent and the
Administrative Agent are parties to the Credit Agreement;

                  WHEREAS, the Company has requested that the Banks amend and
waive the Credit Agreement as set forth herein;

                  WHEREAS, the Required Banks and the Administrative Agent are
willing to agree to such amendment and waiver to and under the Credit Agreement,
subject to the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the Company, the Required Banks and the
Administrative Agent hereby agree as follows:

                  1. Defined Terms. Unless otherwise defined herein, capitalized
terms which are defined in the Credit Agreement are used herein as therein
defined.


                  2. Amendment to Section 1 (Definitions). (a) Section 1 of the
Credit Agreement is hereby amended by deleting the "." at the end of the
"Interest Period" definition and substituting in lieu thereof the following
proviso:

                  "; provided, further, that the Company shall also be permitted
     to request Interest Periods of one and two weeks duration (including,
     without limitation, pursuant to Section 2.8), with such Interest Periods to
     be subject to the provisions set forth in the immediately preceding proviso
     as adjusted to reflect the duration of such Interest Period."

                  (b) Section 1.1 of the Credit Agreement is hereby further
amended by revising the table set forth in the definition of "Pricing Grid" to
(i) increase the Eurocurrency Margin (bps.) opposite the rating "< BBB/Baa2"
from "107.5" to "132.5" and (ii) increase the Base Rate Margin (bps) opposite
the rating "< BBB/Baa2" from "0.0" to "25.0".

                  3. Amendment to Section 2.15 (Interest Payment Dates). Section
2.15(b) of the Credit Agreement is hereby amended by deleting clause (i) thereof
in its entirety and substituting in lieu thereof the following:



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                  "(i) if the current Interest Period for such Eurocurrency Loan
         is one week, two weeks, one month, two months or three months, on the
         last day of such Interest Period or"

                  4. Representations and Warranties. The Company hereby
confirms, reaffirms and restates the representations and warranties set forth in
Section 6 of the Credit Agreement. The Company represents and warrants that,
after giving effect to this First Amendment, no Event of Default or Event of
Default-Bankruptcy has occurred and is continuing.

                  5. Effectiveness. This First Amendment shall become effective
upon (a) the Administrative Agent receiving counterparts of this First Amendment
duly executed by the Company and the Required Banks and (b) the payment of all
reasonable expenses of the Administrative Agent for which invoices have been
presented (including the invoices of Simpson Thacher & Bartlett LLP) on or
before the date hereof.

                  6. Continuing Effect of the Credit Agreement. This First
Amendment shall not constitute an amendment of any other provision of the Credit
Agreement not expressly referred to herein and shall not be construed as a
waiver or consent to any further or future action on the part of the Company
that would require a waiver or consent of the Banks or the Administrative Agent.
Except as expressly amended hereby, the provisions of the Credit Agreement are
and shall remain in full force and effect.

                  7. Counterparts. This First Amendment may be executed by the
parties hereto in any number of separate counterparts, each of which shall be
deemed to be an original, and all of which taken together shall be deemed to
constitute one and the same instrument. This First Amendment may be delivered by
facsimile transmission of the relevant signature pages hereof.

                  8.GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

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


                                   VISTEON CORPORATION

                                   By:   /s/ Peter Look
                                      ------------------------------------------
                                      Name:  Peter Look
                                      Title: Vice President and Treasurer


                                   JPMORGAN CHASE BANK,
                                   as Administrative Agent and as a Bank

                                   By:   /s/ Robert P. Kellas
                                      ------------------------------------------
                                      Name:  Robert P. Kellas
                                      Title: Vice President



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