VISTEON CORP
ISSUING AND PAYING AGENCY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>5
<FILENAME>ex10-11.txt
<DESCRIPTION>ISSUING AND PAYING AGENCY AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.11


                       ISSUING AND PAYING AGENCY AGREEMENT

         This Agreement, dated as of June 5, 2000, is by and between Visteon
Corporation (the "ISSUER") and The Chase Manhattan Bank ("CHASE").

1.       APPOINTMENT AND ACCEPTANCE

         The Issuer hereby appoints Chase as its issuing and paying agent in
connection with the issuance and payment of certain short-term promissory notes
of the Issuer (the "NOTES"), as further described herein, and Chase agrees to
act as such agent upon the terms and conditions contained in this Agreement.

2.       COMMERCIAL PAPER PROGRAMS

         The Issuer may establish one or more commercial paper programs under
this Agreement by delivering to Chase a completed program schedule (the "PROGRAM
SCHEDULE"), with respect to each such program. Chase has given the Issuer a copy
of the current form of Program Schedule and the Issuer shall complete and return
its first Program Schedule to Chase prior to or simultaneously with the
execution of this Agreement. In the event that any of the information provided
in, or attached to, a Program Schedule shall change, the Issuer shall promptly
inform Chase of such change in writing.

3.       NOTES

         All Notes issued by the Issuer under this Agreement shall be short-term
promissory notes, exempt from the registration requirements of the Securities
Act of 1933, as amended, as indicated on the Program Schedules, and from
applicable state securities laws. The Notes may be placed by dealers (the
"DEALERS") pursuant to Section 4 hereof. Notes shall be issued in either
certificated or book-entry form.

4.       AUTHORIZED REPRESENTATIVES

         The Issuer shall deliver to Chase a duly adopted corporate resolution
from the Issuer's Board of Directors (or other governing body) authorizing the
issuance of Notes under each program established pursuant to this Agreement and
a certificate of incumbency, with specimen signatures attached, of those
officers, employees and agents of the Issuer authorized to take certain actions
with respect to the Notes as provided in this Agreement (each such person is
hereinafter referred to as an "AUTHORIZED REPRESENTATIVE"). Until Chase receives
any subsequent incumbency certificates of the Issuer, Chase shall be entitled to
rely on the last incumbency certificate delivered to it for the purpose of
determining the Authorized Representatives. The Issuer represents and warrants
that each Authorized Representative may appoint other officers, employees and
agents of the Issuer (the "Delegates"), including without limitation any
Dealers, to issue instructions to Chase under this Agreement, and take other
actions on the Issuer's behalf hereunder, provided that notice of the
appointment of each Delegate is delivered to Chase in writing. Each such
appointment shall remain in effect unless and until revoked by the Issuer in a
written notice to Chase.

5.       CERTIFICATED NOTES

         If and when the Issuer intends to issue certificated notes
("CERTIFICATED NOTES"), the Issuer and Chase shall agree upon the form of such
Notes. Thereafter, the Issuer shall from time to time deliver to Chase adequate
supplies of Certificated Notes which will be in bearer form, serially numbered,
and shall be executed by the manual or facsimile signature of an Authorized
Representative. Chase will acknowledge receipt of any supply of Certificated
Notes received from the Issuer, noting any exceptions to the shipping manifest
or transmittal letter (if any), and will hold






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the Certificated Notes in safekeeping for the Issuer in accordance with Chase's
customary practices. Chase shall not have any liability to the Issuer to
determine by whom or by what means a facsimile signature may have been affixed
on Certificated Notes, or to determine whether any facsimile or manual signature
is genuine, if such facsimile or manual signature resembles the specimen
signature attached to the Issuer's certificate of incumbency with respect to
such Authorized Representative. Any Certificated Note bearing the manual or
facsimile signature of a person who is an Authorized Representative on the date
such signature was affixed shall bind the Issuer after completion thereof by
Chase, notwithstanding that such person shall have ceased to hold his or her
office on the date such Note is countersigned or delivered by Chase.

6.       BOOK-ENTRY NOTES

         The Issuer's book-entry notes ("BOOK-ENTRY NOTES") shall not be issued
in physical form, but their aggregate face amount shall be represented by a
master note (the "MASTER NOTE") in the form of Exhibit A executed by the Issuer
pursuant to the book-entry commercial paper program of The Depository Trust
Company ("DTC"). Chase shall maintain the Master Note in safekeeping, in
accordance with its customary practices, on behalf of Cede & Co., the registered
owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner
of the Master Note, the beneficial ownership interest therein shall be shown on,
and the transfer of ownership thereof shall be effected through, entries on the
books maintained by DTC and the books of its direct and indirect participants.
The Master Note and the Book-Entry Notes shall be subject to DTC's rules and
procedures, as amended from time to time. Chase shall not be liable or
responsible for sending transaction statements of any kind to DTC's participants
or the beneficial owners of the Book-Entry Notes, or for maintaining,
supervising or reviewing the records of DTC or its participants with respect to
such Notes. In connection with DTC's program, the Issuer understands that as one
of the conditions of its participation therein, it shall be necessary for the
Issuer and Chase to enter into a Letter of Representations, in the form of
Exhibit B hereto, and for DTC to receive and accept such Letter of
Representations. In accordance with DTC's program, Chase shall obtain from the
CUSIP Service Bureau a written list of CUSIP numbers for Issuer's Book-Entry
Notes, and Chase shall deliver such list to DTC. The CUSIP Service Bureau shall
bill the Issuer directly for the fee or fees payable for the list of CUSIP
numbers for the Issuer's Book-Entry Notes.

7.       ISSUANCE INSTRUCTIONS TO CHASE; PURCHASE PAYMENTS

         The Issuer understands that all instructions under this Agreement are
to be directed to Chase's Commercial Paper Operations Department. Chase shall
provide the Issuer, or, if applicable, the Issuer's Dealers, with access to
Chase's Money Market Issuance System or other electronic means (collectively,
the "SYSTEM") in order that Chase may receive electronic instructions for the
issuance of Notes. Electronic instructions must be transmitted in accordance
with the procedures furnished by Chase to the Issuer or its Dealers in
connection with the System. These transmissions shall be the equivalent to the
giving of a duly authorized written and signed instruction which Chase may act
upon without liability. In the event that the System is inoperable at any time,
an Authorized Representative or a Delegate may deliver written, telephone or
facsimile instructions to Chase, which instructions shall be verified in
accordance with any security procedures agreed upon by the parties. Chase shall
incur no liability to the Issuer in acting upon instructions believed by Chase
in good faith to have been given by an Authorized Representative or a Delegate.
In the event that a discrepancy exists between a telephonic instruction and a
written confirmation, the telephonic instruction will be deemed the controlling
and proper instruction. Chase may electronically record any conversations made
pursuant to this Agreement, and the Issuer hereby consents to such recordings.
All issuance instructions regarding the Notes must be received by 1:00 P.M. New
York time in order for the Notes to be issued or delivered on the same day.

         (a) ISSUANCE AND PURCHASE OF BOOK-ENTRY NOTES. Upon receipt of issuance
         instructions from the Issuer or its Dealers with respect to Book-Entry







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         Notes, Chase shall transmit such instructions to DTC and direct DTC to
         cause appropriate entries of the Book-Entry Notes to be made in
         accordance with DTC's applicable rules, regulations and procedures for
         book-entry commercial paper programs. Chase shall assign CUSIP numbers
         to the Issuer's Book-Entry Notes to identify the Issuer's aggregate
         principal amount of outstanding Book-Entry Notes in DTC's system,
         together with the aggregate unpaid interest (if any) on such Notes.
         Promptly following DTC's established settlement time on each issuance
         date, Chase shall access DTC's system to verify whether settlement has
         occurred with respect to the Issuer's Book-Entry Notes. Prior to the
         close of business on such business day, Chase shall deposit immediately
         available funds in the amount of the proceeds due the Issuer (if any)
         to the Issuer's account at Chase and designated in the applicable
         Program Schedule (the "ACCOUNT"), provided that Chase has received
         DTC's confirmation that the Book-Entry Notes have settled in accordance
         with DTC's applicable rules, regulations and procedures. Chase shall
         have no liability to the Issuer whatsoever if any DTC participant
         purchasing a Book-Entry Note fails to settle or delays in settling its
         balance with DTC or if DTC fails to perform in any respect.

         (b) ISSUANCE AND PURCHASE OF CERTIFICATED NOTES. Upon receipt of
         issuance instructions with respect to Certificated Notes, Chase shall:
         (a) complete each Certificated Note as to principal amount, date of
         issue, maturity date, place of payment, and rate or amount of interest
         (if such Note is interest bearing) in accordance with such
         instructions; (b) countersign each Certificated Note; and (c) deliver
         each Certificated Note in accordance with the Issuer's instructions,
         except as otherwise set forth below. Whenever Chase is instructed to
         deliver any Certificated Note by mail, Chase shall strike from the
         Certificated Note the word "Bearer," insert as payee the name of the
         person so designated by the Issuer and effect delivery by mail to such
         payee or to such other person as is specified in such instructions to
         receive the Certificated Note. The Issuer understands that, in
         accordance with the custom prevailing in the commercial paper market,
         delivery of Certificated Notes shall be made before the actual receipt
         of payment for such Notes in immediately available funds, even if the
         Issuer instructs Chase to deliver a Certificated Note against payment.
         Therefore, once Chase has delivered a Certificated Note to the
         designated recipient, the Issuer shall bear the risk that such
         recipient may fail to remit payment of such Note or return such Note to
         Chase. Delivery of Certificated Notes shall be subject to the rules of
         the New York Clearing House in effect at the time of such delivery.
         Funds received in payment of Certificated Notes shall be credited to
         the Account.










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8.       USE OF SALES PROCEEDS IN ADVANCE OF PAYMENT

         Chase shall not be obligated to credit the Issuer's Account unless and
until payment of the purchase price of each Note is received by Chase. From time
to time, Chase, in its sole discretion, may permit the Issuer to have use of
funds payable with respect to a Note prior to Chase's receipt of the sales
proceeds of such Note. If Chase makes a deposit, payment or transfer of funds on
behalf of the Issuer before Chase receives payment for any Note, such deposit,
payment or transfer of funds shall represent an advance by Chase to the Issuer
to be repaid promptly, and in any event on the same day as it is made, from the
proceeds of the sale of such Note, or by the Issuer if such proceeds are not
received by Chase.

9.       PAYMENT OF MATURED NOTES

         On any day when a Note matures or is prepaid, the Issuer shall
transmit, or cause to be transmitted, to the Account, prior to 2:30 P.M. New
York time on the same day, an amount of immediately available funds sufficient
to pay the aggregate principal amount of such Note and any applicable interest
due. Chase shall pay the interest (if any) and principal on a Book-Entry Note to
DTC in immediately available funds, which payment shall be by net settlement of
Chase's account at DTC. Chase shall pay Certificated Notes upon presentment.
Chase shall have no obligation under the Agreement to make any payment for which
there is not sufficient, available and collected funds in the Account, and Chase
may, without liability to the Issuer, refuse to pay any Note that would result
in an overdraft to the Account.

10.      OVERDRAFTS

         (a) Intraday overdrafts with respect to each Account shall be subject
         to Chase's policies as in effect from time to time.

         (b) An overdraft will exist in an Account if Chase, in its sole
         discretion, (i) permits an advance to be made pursuant to Section 8
         and, notwithstanding the provisions of Section 8, such advance is not
         repaid in full on the same day as it is made, or (ii) pays a Note
         pursuant to Section 9 in excess of the available collected balance in
         such Account. Overdrafts shall be subject to Chase's established
         banking practices, including, without limitation, the imposition of
         interest, funds usage charges and administrative fees. The Issuer shall
         repay any such overdraft, fees and charges no later than the next
         business day, together with interest on the overdraft at the rate
         established by Chase for the Account, computed from and including the
         date of the overdraft to the date of repayment.

11.      NO PRIOR COURSE OF DEALING

         No prior action or course of dealing on the part of Chase with respect
to advances of the purchase price or payments of matured Notes shall give rise
to any claim or cause of action by the Issuer against Chase in the event that
Chase refuses to pay or settle any Notes for which the Issuer has not timely
provided funds as required by this Agreement.









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12.      RETURN OF CERTIFICATED NOTES

         Chase will in due course cancel any Certificated Note presented for
payment and return such Note to the Issuer. Chase shall also cancel and return
to the Issuer any spoiled or voided Certificated Notes. Promptly upon written
request of the Issuer or at the termination of this Agreement, Chase shall
destroy all blank, unissued Certificated Notes in its possession and furnish a
certificate to the Issuer certifying such actions.

13.      INFORMATION FURNISHED BY CHASE

         Upon the reasonable request of the Issuer, Chase shall promptly provide
the Issuer with information with respect to any Note issued and paid hereunder,
provided, that the Issuer delivers such request in writing and, to the extent
applicable, includes the serial number or note number, principal amount, payee,
date of issue, maturity date, amount of interest (if any) and place of payment
of such Note.

14.      REPRESENTATIONS AND WARRANTIES

         The Issuer represents and warrants that: (i) it has the right, capacity
and authority to enter into this Agreement; and (ii) it will comply with all of
its obligations and duties under this Agreement. The Issuer further represents
and agrees that each Note issued and distributed upon its instruction pursuant
to this Agreement shall constitute the Issuer's representation and warranty to
Chase that such Note is a legal, valid and binding obligation of the Issuer, and
that such Note is being issued in a transaction which is exempt from
registration under the Securities Act of 1933, as amended, and any applicable
state securities law.

15.      DISCLAIMERS

         Neither Chase nor its directors, officers, employees or agents shall be
liable for any act or omission under this Agreement except in the case of gross
negligence or willful misconduct. IN NO EVENT SHALL CHASE BE LIABLE FOR SPECIAL,
INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT
NOT LIMITED TO LOST PROFITS), EVEN IF CHASE HAS BEEN ADVISED OF THE LIKELIHOOD
OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. In no event shall
Chase be considered negligent in consequence of complying with DTC's rules,
regulations and procedures. The duties and obligations of Chase, its directors,
officers, employees or agents shall be determined by the express provisions of
this Agreement and they shall not be liable except for the performance of such
duties and obligations as are specifically set forth herein and no implied
covenants shall be read into this Agreement against them. Neither Chase nor its
directors, officers, employees or agents shall be required to ascertain whether
any issuance or sale of any Notes (or any amendment or termination of this
Agreement) has been duly authorized or is in compliance with any other agreement
to which the Issuer is a party (whether or not Chase is also a party to such
agreement).

16.      OPINION OF COUNSEL

         The Issuer shall deliver to Chase all documents it may reasonably
request relating to the existence of the Issuer and authority of the Issuer for
this Agreement, including, without limitation, an opinion of counsel,
substantially in the form of Exhibit C hereto.









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17.      NOTICES

         All notices, confirmations and other communications hereunder shall
(except to the extent otherwise expressly provided) be in writing and shall be
sent by first-class mail, postage prepaid, by telecopier or by hand, addressed
as follows, or to such other address as the party receiving such notice shall
have previously specified to the party sending such notice:

If to the Issuer:          VISTEON Corporation
                           5500 Auto Club Drive
                           Dearborn, Michigan 48126
                           Attention:       Treasurer's Office
                           Telephone:       313-594-0104
                           Facsimile:       313-390-3322

If to Chase concerning the daily issuance and redemption of Notes:

                           Attention:  Commercial Paper Operations
                           55 Water Street, 2nd Floor
                           New York NY 10041-2413
                           Telephone:       (212) 638-0441
                           Facsimile:       (212) 638-7881

All other:                 Attention:  Commercial Paper Service Delivery Unit
                           450 West 33rd Street, 15th Floor
                           New York NY 10001-2697
                           Telephone:       (212) 946-3108
                           Facsimile:       (212) 946-8181

18.      COMPENSATION

         The Issuer shall pay compensation for services pursuant to this
Agreement in accordance with the pricing schedules furnished by Chase to the
Issuer from time to time and upon such payment terms as the parties shall
determine. The Issuer shall also reimburse Chase for any fees and charges
imposed by DTC with respect to services provided in connection with the
Book-Entry Notes.

19.      BENEFIT OF AGREEMENT

         This Agreement is solely for the benefit of the parties hereto and no
other person shall acquire or have any right under or by virtue hereof.







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20.      TERMINATION

         This Agreement may be terminated at any time by either party by written
notice to the other, but such termination shall not affect the respective
liabilities of the parties hereunder arising prior to such termination.

21.      FORCE MAJEURE

         In no event shall either party be liable to the other for any failure
or delay in the performance of its obligations hereunder because of
circumstances beyond it's control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or
work stoppages for any reason, embargo, government action, including any laws,
ordinances, regulations or the like which restrict or prohibit the providing of
the services contemplated by this Agreement, inability to obtain material,
equipment, or communications or computer facilities, or the failure of equipment
or interruption of communications or computer facilities, and other causes
beyond it's control whether or not of the same class or kind as specifically
named above.

22.      ENTIRE AGREEMENT

         This Agreement, together with the exhibits attached hereto, constitutes
the entire agreement between Chase and the Issuer with respect to the subject
matter hereof and supersedes in all respects all prior proposals, negotiations,
communications, discussions and agreements between the parties concerning the
subject matter of this Agreement.

23.      WAIVERS AND AMENDMENTS

         No failure or delay on the part of any party in exercising any power or
right under this Agreement shall operate as a waiver, nor does any single or
partial exercise of any power or right preclude any other or further exercise,
or the exercise of any other power or right. Any such waiver shall be effective
only in the specific instance and for the purpose for which it is given. No
amendment, modification or waiver of any provision of this Agreement shall be
effective unless the same shall be in writing and signed by the Issuer and
Chase.

24.      BUSINESS DAY

         Whenever any payment to be made hereunder shall be due on a day which
is not a business day for Chase, then such payment shall be made on Chase's next
succeeding business day.

25.      COUNTERPARTS

         This Agreement may be executed in counterparts, each of which shall be
deemed an original and such counterparts together shall constitute but one
instrument.

26.      HEADINGS

         The headings in this Agreement are for purposes of reference only and
shall not in any way limit or otherwise affect the meaning or interpretation of
any of the terms of this Agreement.






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27.      GOVERNING LAW

         This Agreement and the Notes shall be governed by and construed in
accordance with the internal laws of the State of New York, without regard to
the conflict of laws provisions thereof.

28.      JURISDICTION AND VENUE

         Each party hereby irrevocably and unconditionally submits to the
jurisdiction of the United States District Court for the Southern District of
New York and any New York State court located in the Borough of Manhattan in New
York City and of any appellate court from any thereof for the purposes of any
legal suit, action or proceeding arising out of or relating to this Agreement (a
"PROCEEDING"). Each party hereby irrevocably agrees that all claims in respect
of any Proceeding may be heard and determined in such Federal or New York State
court and irrevocably waives, to the fullest extent it may effectively do so,
any objection it may now or hereafter have to the laying of venue of any
Proceeding in any of the aforementioned courts and the defense of an
inconvenient forum to the maintenance of any Proceeding.

29.      WAIVER OF TRIAL BY JURY

         EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING
ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.

30.      ACCOUNT CONDITIONS

         Each Account shall be subject to Chase's account conditions, as in
effect from time to time.


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

THE CHASE MANHATTAN BANK                 VISTEON CORPORATION

                                         [NAME OF ISSUER]

By:  /s/Michael Abraham                  By:  /s/Darren R. Wells
    -------------------                       ------------------

Name:    Michael Abraham                 Name:    Darren R. Wells
     -------------------                       ------------------

Title:   Vice President                  Title:   Assistant Treasurer
      -----------------                         ---------------------

Date: 6/6/00                             Date: 6/5/00
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