EX-10.2






Exhibit 10.2




SIXTH AMENDMENT TO CREDIT AGREEMENT




          SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 13, 2009 (this “Amendment”),
among VISTEON CORPORATION, a Delaware corporation (the “Company”), each subsidiary of the
Company party hereto as a borrower (together with the Company, each a “Borrower” and,
collectively, the “Borrowers”), each other subsidiary of the Company party hereto, FORD
MOTOR COMPANY (the “Lender”), as sole Lender and Swingline Lender, and JPMORGAN CHASE BANK,
N.A. (“JPMorgan”), as Administrative Agent.




WITNESSETH:




          WHEREAS the Borrowers, the Lenders party thereto, and JPMorgan, as Administrative Agent,
Issuing Bank and Swingline Lender, have entered into that certain Credit Agreement, dated as of
August 14, 2006, as amended, supplemented or modified by that certain First Amendment to Credit
Agreement and Consent, dated as of November 27, 2006, that certain Second Amendment to Credit
Agreement and Consent, dated as of April 10, 2007, that certain Third Amendment to Credit
Agreement, dated as of March 12, 2008, that certain Fourth Amendment and Limited Waiver to Credit
Agreement and Amendment to Security Agreement, dated as of March 31, 2009 and that certain Fifth
Amendment to Credit Agreement dated as of May 13, 2009 (as so amended, supplemented or modified,
the “Credit Agreement”); capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to such terms in the Credit Agreement; and




          WHEREAS, the Borrowers, the Lender and the Swingline Lender desire to, and the Lender has
directed the Administrative Agent to, amend the Credit Agreement as provided for herein on the
terms and subject to the conditions set forth herein.




          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto hereby agree as follows:




ARTICLE I




AMENDMENTS




          Section 1.1 Amendments to Section 1.01. Section 1.01 of the Credit Agreement is
hereby amended as follows:




               (a) The following new defined terms are hereby inserted in proper alphabetical order:



          “Ford” means Ford Motor Company.




          “Minimum Liquidity” means the amount of cash and Cash Equivalents belonging to
the Borrowers, subject to verification thereof by the Administrative Agent in its discretion
with the applicable depository bank.




          “Sixth Amendment” means the Sixth Amendment to Credit Agreement dated as of May
13, 2009, among the Borrowers, the Lenders party thereto, and the Administrative Agent.




 









 








Sixth Amendment to Visteon

Credit Agreement




          “Sixth Amendment Effective Date” means the date on which the conditions
precedent to the Sixth Amendment are satisfied or duly waived and such amendment becomes
effective.




          Section 1.2 Amendments to Section 2.03.




               (a) Section 2.03 of the Credit Agreement is hereby amended by adding the following paragraph
to the end of such Section:




“Notwithstanding anything to the contrary set forth herein, so long as Ford is a Lender, the
Borrowers shall have no ability to request, and no Lender shall have any commitment to fund,
any Eurodollar Borrowing.”



               (b) Section 2.03 of the Credit Agreement is hereby amended to replace clause (c) with the
following and to delete the proviso immediately following clause (b):




“(b) in the case of an ABR Borrowing, not later than 10:00 a.m., Detroit time, two (2) days
prior to the proposed Borrowing.”



          Section 1.3 Amendment Section 5.01(f). Section 5.01(f) of the Credit Agreement is
hereby amended in its entirety to read as follows:





“(f) (i) no later than 45 days after the end of each fiscal year of the Company, detailed
consolidated projections for the following fiscal year prepared on a quarterly basis
(including a projected consolidated balance sheet of the Company 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, setting forth in
each case in comparative form the budget figures for the previous year, (ii) each other
Thursday, commencing Thursday, May 21, 2009, an updated rolling 13-week cash flow forecast
for the Borrowers and each Applicable Foreign Subsidiary reflecting actual balances through
Friday of the immediately preceding week (meaning, for example, that the forecast provided
on May 21st will reflect actual balances through May 15th); and (iii)
the cash flow forecasts and cash position reports to be provided by the Company pursuant to
the letter agreement dated March 31, 2009, made between the Company and certain lenders
under the Term Loan Facility, as and when those forecast and reports are due under that
letter agreement, (collectively, the “Projections”), which Projections shall in each case be
accompanied by a certificate of a Financial Officer stating that such Projections are based
on estimates, information and assumptions believed by the management of the Company to be
reasonable at the time made and that such Financial 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 Company and its Subsidiaries and
(iii) no assurances are given by the Company or any of its Subsidiaries that the results
forecasted in the Projections will be realized and such differences may be material. For
these purposes, an “Applicable Foreign Subsidiary” is a Foreign Subsidiary with which any
one or more of the Borrowers or their Domestic Subsidiaries expects to carry out any
transaction that is reflected in a forecast furnished pursuant to clause (ii) of the
preceding sentence.”



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          Section 1.4 Amendment to Section 5.01. Section 5.01 of the Credit Agreement is hereby
further amended by adding the word “and” to the end of clause (i), deleting clause (j) and
renumbering the existing clause (k) as clause (j).




          Section 1.5 Amendment to Section 5.02(h). Section 5.02(h) of the Credit Agreement is
hereby amended to read in its entirety as follows:





     ”(h) the fact that a Borrower has entered into a Swap Agreement or an amendment to a
Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or
amendments thereto (which shall be delivered within two Business Days, except in the case of
foreign exchange hedges, which shall be reported weekly on each Monday);”



          Section 1.6 Amendment to Section 6.09. Section 6.09 of the Credit Agreement is hereby
amended to read in its entirety as follows:





     SECTION 6.09 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 any
Borrower) except for (1) a transaction that 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; (2) collections
of accounts receivable owing by third-party account debtors to the Company on behalf of its
Foreign Subsidiaries under the LERA program and regularly scheduled payments (but not
prepayments) of third-party accounts receivable owing by the Company to Foreign
Subsidiaries under the LERA program, each in the ordinary course of business as normally
conducted prior to the Sixth Amendment Effective Date; (3) transactions under the European
Facility occurring in the ordinary course of business as normally conducted prior to the
Sixth Amendment Effective Date, provided that, with respect to the Borrowers, such
transactions shall consist solely of the sale of accounts receivable to, and the receipt of
payment from, the Securitization Subsidiary; and (4) contractual manufacturing arrangements
with any of the Mexican Affiliates in the ordinary course of business of the relevant Group
Member, 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.



          Section 1.7 Amendment to Section 6.19(c). Section 6.19(c) of the Credit Agreement is
hereby amended to read in its entirety as follows:





     ”(c) Minimum Cash and Cash Equivalents. The Borrowers will not permit the cash
and Cash Equivalents belonging to the Borrowers and held in account number 2331794236 with
JPMorgan Chase Bank, N.A. (or such other deposit account or securities account as may from
time to time be approved in writing by the Administrative Agent) (the “Designated
Collateral Account”), which account shall be a blocked account subject at all times to a
Deposit Account Control Agreement or Securities Account Control Agreement (each as defined
in the Security Agreement) in favor of and in form and substance satisfactory to the
Administrative Agent (which agreement shall provide that the Borrowers may not issue
instructions with respect to such account without the consent of the Administrative Agent,
at the written direction of the Required Lenders), at any time to be less than the lesser of
(A) $80,000,000 and (B) 50% of the Revolving Exposure at such time as reflected on the
Administrative Agent’s records.”



          Section 1.8 Amendment to Section 6.19. Section 6.19 of the Credit Agreement is hereby
amended by inserting the following subsection at the end of such Section:




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“(d) Minimum Liquidity. The Borrowers will not permit the Minimum Liquidity at any
time to be less than $264,000,000.”



          Section 1.9 Amendment to Section 6.21. Section 6.21 is hereby amended to read in its
entirety as follows:





     SECTION 6.21 Deposit Accounts and Securities Accounts. Notwithstanding any
other provision of any other Loan Document, including Sections 4.14 and 4.15 of the Security
Agreement, in the case of the Borrowers and their Domestic Subsidiaries (i) maintain or hold
any cash or Cash Equivalents unless such cash or Cash Equivalents are held in deposit
accounts or investment accounts that are subject to Deposit Account Control Agreements or
Securities Account Control Agreements (each as defined in the Security Agreement) in favor
of and in form and substance satisfactory to the Administrative Agent; provided that
the Borrowers and their Domestic Subsidiaries may maintain or hold cash and Cash Equivalents
in deposit accounts or investment accounts that are not subject to such control agreements
(y) in a total aggregate amount not to exceed $15,000,000 or (z) in payroll, trust, or tax
accounts or in the FX Settlement Accounts (as defined below) in an amount not to exceed the
amount held in such accounts in the ordinary course of business consistent with past
practice, or (ii) open any securities account without providing prior written notice to the
Administrative Agent and entering into a Securities Account Control Agreement in order to
give the Administrative Agent Control (as defined in the Security Agreement) of such
securities account. For these purposes, the “FX Settlement Accounts” are the deposit
accounts maintained by Visteon Global Treasury, Inc. identified on attached Schedule 6.21,
but only to the extent that such accounts are used to carry out the settlement of foreign
currency exchange transactions in the ordinary course of the Borrowers’ businesses.”



          Section 1.10 Amendment to Section 9.01. The following language is hereby added at the
end of clause (ii) of Section 9.01(a) of the Credit Agreement:




          and with a copy to:



Ford Motor Company

5500 Auto Club Drive

Mail Drop 415-3E462

Dearborn, MI 48126

Attention: William R. Strong

Facsimile No: (313) 206-7044




          and:



Ford Motor Company

Office of the General Counsel

1 American Road, Suite 323WHQ

Dearborn, MI 48126

Attention: Daniella Saltz

Facsimile No: (313) 337-3209




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          and:



Miller Canfield Paddock and Stone PLC

150 West Jefferson, Suite 2500

Detroit, MI 48226

Attention: Stephen LaPlante

Facsimile No: (313) 496-7500




          Section 1.11 Amendments to Section 1.03 of the Security Agreement.




               (a) The defined term “Dominion Trigger Event” is hereby amended to read in its entirety as
follows:




“Dominion Trigger Event” means, from time to time, the giving of written notice to
the Borrower Representative by the Administrative Agent that a Dominion Trigger Event has
occurred because Minimum Excess Liquidity has been less than $100,000,000 for five or more
consecutive Business Days.



ARTICLE II




CONDITIONS TO CLOSING




          Section 2.1 This Amendment shall become effective upon satisfaction of the following
conditions:




               (a) Administrative Agent has received a fully-executed copy of the Assignment and Assumption
Agreement (the “Assignment Agreement”), dated as of May 13, 2009, among Ford, JPMorgan, the
other Assignors (as defined in the Assignment Agreement) party thereto and the Administrative
Agent, and the Assignment Agreement has become effective in accordance with its terms; and



               (b) The Borrowers, the Administrative Agent and the Required Lenders have delivered a duly
executed counterpart of this Amendment to the Administrative Agent.



          Section 2.2 Within ten (10) days after the effectiveness of this Amendment, Borrower shall
deliver to the Administrative Agent a complete and accurate schedule of Investments existing as of
the Sixth Amendment Effective Date, which shall be attached to the Agreement as Schedule 6.07(o).




ARTICLE III




MISCELLANEOUS




          Section 3.1
Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Administrative Agent or any Lender under the Loan Documents, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Loan Documents, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. Nothing herein shall be deemed to entitle the
Borrowers to consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Loan Documents in similar or
different circumstances. All references to



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Credit Agreement



the Issuing Bank in the Loan Documents shall continue to refer to JPMorgan. This Amendment is a
Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and
applied in accordance with the terms and provisions thereof. This Amendment shall constitute an
amendment only and shall not constitute a novation with regard to the Credit Agreement or any other
Loan Document.




          Section 3.2 No Representations by Lenders or Administrative Agent. The Borrowers
hereby acknowledge that they have not relied on any representation, written or oral, express or
implied, by any Lender or the Administrative Agent, other than those expressly contained herein, in
entering into this Amendment.




          Section 3.3 Representations of the Borrowers. Each Borrower represents and warrants
to the Administrative Agent and the Lenders (except that the Borrowers make no representation (i)
as to the continued accuracy of the representation and warranty contained in Section 3.02 of the
Credit Agreement and (ii) with respect to the second sentence of Section 3.07 of the Credit
Agreement, the Specified Default (as defined in the Fourth Amendment and Limited Waiver)) that (a)
the representations and warranties set forth in the Loan Documents (including with respect to this
Amendment and the Credit Agreement as amended hereby) are true and correct in all material respects
on and as of the date hereof with the same effect as though made on the date hereof, except to the
extent that such representations and warranties expressly relate to an earlier date, in which event
such representations and warranties were true and correct in all material respects as of such date,
(b) other than the Specified Default ((as defined in the Fourth Amendment and Limited Waiver) no
Default or Event of Default has occurred and is continuing, and (c) this Amendment constitutes, and
any of the documents required herein will constitute upon execution and delivery, legal, valid, and
binding obligations of each Borrower and each of their Subsidiaries party hereto or thereto, each
enforceable in accordance with its terms.




          Section 3.4 Successors and Assigns. This Amendment shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of the Lenders and the Administrative Agent.




          Section 3.5 Headings; Entire Agreement. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction of this Amendment. This
Amendment contains the entire understanding of the parties hereto with regard to the subject matter
contained herein and supersedes all previous communications and negotiations with regard to the
subject matter hereof. No representation, undertaking, promise, or condition concerning the
subject matter hereof shall be binding upon the Administrative Agent or any other Secured Party
unless clearly expressed in this Agreement or in the other documents referred to herein. No
agreement which is reached herein shall give rise to any claim or cause of action except for breach
of the express provisions of a legally binding written agreement.




          Section 3.6 Severability. The provisions of this Amendment are intended to be
severable. If for any reason any provision of this Amendment shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.




          Section 3.7 Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument, and any
party hereto may execute this Amendment by signing any such counterpart. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment.





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          Section 3.8 Costs and Expenses. Subject to the terms set forth in Section 9.03 of the
Credit Agreement, the Borrowers agree, jointly and severally, to reimburse the Administrative Agent
for reasonable, documented out of pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable documented fees and other reasonable charges and disbursements
of one counsel for the Administrative Agent (and such other local and foreign counsel as shall be
reasonably required), in connection with this Amendment.




          Section 3.9 Governing Law. The whole of this Amendment and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of
the State of New York, but giving effect to federal laws applicable to national banks.




[Remainder of this page is intentionally left blank.]




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Credit Agreement





          IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	BORROWERS:



VISTEON CORPORATION

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	ARS, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	FAIRLANE HOLDINGS, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	GCM/VISTEON AUTOMOTIVE SYSTEMS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	GCM/VISTEON AUTOMOTIVE LEASING SYSTEMS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 



 









 






	 	 	 	 	 



Sixth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	HALLA CLIMATE SYSTEMS ALABAMA CORP.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	INFINITIVE SPEECH SYSTEMS CORP.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON REMANUFACTURING, INCORPORATED

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	SUNGLAS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VC AVIATION SERVICES, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VC REGIONAL ASSEMBLY & MANUFACTURING, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




 











 





Sixth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	VISTEON AC HOLDINGS CORP.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON CLIMATE CONTROL SYSTEMS LIMITED

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON DOMESTIC HOLDINGS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON FINANCIAL CORPORATION

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON GLOBAL TECHNOLOGIES, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON GLOBAL TREASURY, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 













 






	 	 	 	 	 



Sixth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	VISTEON INTERNATIONAL BUSINESS DEVELOPMENT, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON LA HOLDINGS CORP.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON SYSTEMS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON TECHNOLOGIES, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	TYLER ROAD INVESTMENTS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	MIG-VISTEON AUTOMOTIVE SYSTEMS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 













 






	 	 	 	 	 



Sixth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	OASIS HOLDINGS STATUTORY TRUST

 	 
	 	By:  	U.S. Bank National Association (successor to State Street Bank and Trust Company of
 Connecticut, National Association), not in its
individual capacity, but solely as trustee	 
	 
	 	 	 
	 	By  	                                                 /s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President 	 













 






	 	 	 	 	 



Sixth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	OTHER GRANTORS:



VISTEON ASIA HOLDINGS, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON AUTOMOTIVE HOLDINGS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON EUROPEAN HOLDINGS CORPORATION

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON HOLDINGS, LLC

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	VISTEON INTERNATIONAL HOLDINGS, INC.

 	 
	 	By  	/s/ Michael P. Lewis
 	 
	 	 	Name:  	Michael P. Lewis 	 
	 	 	Title:  	Assistant Treasurer 	 













 






	 	 	 	 	 



Sixth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

as Administrative Agent

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













 






	 	 	 	 	 



Sixth Amendment to Visteon

Credit Agreement




	 	 	 	 	 
	 	FORD MOTOR COMPANY,

as Lender and Swingline Lender

 	 
	 	By  	/s/ Michael L. Seneski
 	 
	 	 	Name:  	Michael L. Seneski 	 
	 	 	Title:  	Assistant Treasurer