exv10w1






Exhibit 10.1




	 	 	 
	 

	 	 Ford Motor Company
	 

	 	One American Road
	 

	 	Dearborn, Michigan 48126











	 	 	 
	 
	 	           August 14, 2008
	 
	 	 
	Visteon Corporation
	 	Deutsche Bank Trust Company Americas
	One Village Center Drive
	 	60 Wall Street, 27th Floor, Mail Stop:  NYC60-2710
	Van Buren Twp., MI 48111
	 	New York, NY  10005
	Attn: John Donofrio, General Counsel
	 	Attn:  Luigi Sacramone, Escrow Team
	Facsimile 734-710-7132
	 	 luigi.sacramone@db.com
	jdonofri@visteon.com
	 	 






	 	 	 
	Re:

	 	Escrow Agreement dated October 1, 2005 (the “Agreement”) among Ford Motor Company, Visteon Corporation and Deutsche Bank Trust
Company Americas (“Escrow Agent”)






Dear Messrs. Donofrio and Bayne:





	 	 	Please confirm by signing below the following changes to the Agreement:
	 
	1.	 	Within five business days after the date hereof, Ford shall deposit an additional Fifty
Million ($50,000,000) Dollars into the Escrow Fund.
	 
	2.	 	Section 1.1 of the Agreement is amended and restated to read as follows:






1.1 Amount of Deposit. Pursuant to the Visteon “A” Transaction Agreement, Ford
shall deposit with the Escrow Agent on the date hereof (or, if the date hereof is not a
Business Day, then the next Business Day thereafter) the sum of Four Hundred Million Dollars
($400,000,000). This amount shall constitute a separate escrow fund (together with such
other amounts that may be deposited by Ford with the Escrow Agent pursuant to the terms of a
letter agreement dated August 14, 2008 or otherwise (the “Additional Escrow Monies”) , the
“Escrow Fund”) to be governed by the terms of this Agreement.




	3.	 	Section 3.1 of the Agreement is amended and restated to read as follows:






3.1 Uncontested Reimbursements. If, within fifteen (15) Business Days after a
Request for Escrow Reimbursement is received by the Escrow Agent and Ford pursuant to
subsection 2.1, Ford has not delivered its objection to such Request for Escrow
Reimbursement in writing to Visteon and the Escrow Agent, then the Escrow Agent shall
distribute to Visteon from the Escrow Fund the amount requested in the Request for Escrow
Reimbursement; provided, however, that (i) until such time that the
disbursements from the Escrow Fund exceed Two Hundred Fifty Million Dollars ($250,000,000)
(the “Initial Date”), the Escrow Agent shall disburse 100% of any Request for Escrow
Reimbursement, (ii) after the Initial Date, an amount equal to the Escrow Earnings as of the
Initial Date (less any amounts paid or payable to the Escrow Agent or other third parties
pursuant to subsection 3.3 and Sections 4, and 7 of this Escrow Agreement up to and
including the Initial Date) (“Special
Escrow Earnings”) will also be available for disbursement at 100% of any Request for Escrow
Reimbursement, (iii) after the Initial Date and the disbursement of all Special Escrow
Earnings and prior to the deposit of the Additional Escrow Monies into the Escrow Fund, the
Escrow Agent shall disburse only 50% of any Request for Escrow Reimbursement; (iv) after the
Initial Date and the disbursement of all Special Escrow Earnings and after



 









 





Page 2
of 2

August 14, 2008





the deposit of the Additional Escrow Monies into the Escrow Fund in accordance with this
Agreement, the Escrow Agent may again disburse 100% of any Requests for Escrow Reimbursement
up to the amount of the Additional Escrow Monies; (v) after the full amount of the
Additional Escrow Monies has been disbursed, the Escrow Agent shall disburse only 50% of any
Requests for Escrow Reimbursement; provided that the total amount of any Requests for Escrow
Reimbursement disbursed at 50% under clauses (iii) and (v) may not exceed One Hundred Fifty
Million Dollars ($150,000,000), and (vi) any remaining amounts in the Escrow Fund will be
available for disbursement at 100% of any Request for Escrow Reimbursement. For example,
if, after the Initial Date and the disbursement of all of the Special Escrow Earnings and
either prior to the deposit of the Additional Escrow Monies or after all of the Additional
Escrow Monies have been disbursed, Visteon submits a Request for Escrow Reimbursement in the
amount of $5 million, then the Escrow Agent shall disburse only $2.5 million with respect to
such request. If, however, after the disbursement of the Special Escrow Earnings and Four
Hundred Fifty Million Dollars ($450,000,000), Visteon submits a Request for Escrow
Reimbursement in the amount of $5 million, then the Escrow Agent shall disburse to Visteon
with respect to such request the lesser of the amounts remaining in the Escrow Fund and $5
million. If Ford has delivered its objection to all or any portion of such Request for
Escrow Reimbursement, then notwithstanding the foregoing provisions of this subsection, the
Escrow Agent may distribute to Visteon from the Escrow Fund only such amounts permitted
under subsection 3.2 hereof.




	3.	 	Section 5 of the Agreement is amended to remove Weil, Gotshal & Manges LLP from the list of
Visteon notice recipients.




All terms with initial capitalization used herein shall have the meanings specified in the
Agreement. All other terms and conditions of the Agreement remain unchanged and in full force and
effect.




	 	 	 	 	 
	 	

Sincerely,

 	 
	 	/s/ Peter J. Sherry
 	 
	 	Secretary 	 
	 	 	 
	 



Agreed:




	 	 	 	 	 	 	 	 	 
	Deutsche Bank Trust Company Americas	 	Visteon Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Luigi Sacramone
	 	By:
	 	/s/ Heidi A. Sepanik	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title: Associate	 	Title: Secretary