exv10w5







Exhibit 10.5




FOURTH AMENDMENT TO INTELLECTUAL

PROPERTY CONTRIBUTION AGREEMENT




     This AMENDMENT effective October 1, 2005, is among Visteon Corporation, a Delaware
corporation (“Visteon”), Visteon Global Technologies, Inc., a Michigan Corporation (“VGTI”),
Automotive Components Holdings, Inc. (formerly VFH Holdings, Inc.), a Delaware corporation, and
Automotive Components Holdings, LLC (formerly VFH Holdings LLC), a Delaware limited liability
company (the “Company”).



W I T N E S S E T H :




     WHEREAS, Ford Motor Company, a Delaware corporation (“Ford”) and Visteon are parties to a
Master Agreement (the “Master Agreement”) dated as of September 12, 2005, as a result of which the
parties hereto entered into an Intellectual Property Contribution Agreement (the “IP Contribution
Agreement”) dated October 1, 2005, wherein Visteon and VGTI contributed to the Company certain
intellectual property assets related to the Business as defined therein; and



     WHEREAS, Visteon, VGTI, and the Company have agreed to certain modifications and corrections
to the IP Contribution Agreement and its Attachments.



     NOW THEREFORE, in consideration of the above premises and the mutual covenants herein
contained, and for other good and valuable consideration given by each party hereto to the
other, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, for
themselves, their successors and permitted assigns, intending to be legally bound, agree as
follows:



          1. The following items are added to Appendix 3, Attachment 3A (Core Shared Products &
Technologies — Patents):




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Publication/	 	 	 	 	 	 
	Docket	 	Patent	 	Application	 	 	 	 	 	 
	Number	 	Number	 	No.	 	Title	 	Country	 	Product
	91-0510-II

	 	5186239	 	 	 
	 	Heat Exchanger With
Thermal Stress Relieving
Zone
	 	US
	 	Radiators
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	91-0510-II

	 	5257454	 	 	 	 	Method of Making A
Heat Exchanger With
Thermal Stress
Relieving Zone
	 	US
	 	Radiators






          2. Section 5.04 of the IP Contribution Agreement is amended to read as follows:




          5.04 Notwithstanding any other provisions of this Article 5, during the period until
the restrictions on disclosure expire under Section 5.01, disclosure of Confidential
Information by a licensed party under this Agreement to a third party will








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be permitted 1)
to carry out the license grants herein, and 2) to enable the third party to assume
manufacturing of a product being produced by the Company pursuant to the license grants
herein for the purpose of implementing a resourcing action of the product and any
follow-on products to the third party; provided in either case that such third party
agrees to adhere to confidentiality provisions at least as restrictive as those adhered to
by the receiving party under this Agreement and to use such Confidential Information only
to provide such products or follow-on products to, or purchase products from, the
receiving party or its customer. The permitted disclosures under this Section 5.04 shall
not affect any restrictions set forth in this Agreement related to disclosure, access, or
use of Engineering Design Tools, including, but not limited to, the Climate-related
Engineering Design Tools (as defined below in Section 3 of this Amendment).




          3. The Parties acknowledge that despite their not being listed under any previous
appendix relating to Engineering Design Tools, Visteon has provided the Company with
access to the executable version of the climate-related Engineering Design Tools, as
identified on Attachment 1, hereto (the “Climate-related Engineering Design Tools”).
Visteon and VGTI hereby confirm that during any extended term(s) of the Master Services
Agreement, the Company may continue to access and use the executable version of the
Climate-related Engineering Design Tools (the “Climate Tools”) in the same manner as the
Company has been permitted by Visteon to access and use the Climate Tools since October 1,
2005. Further, upon the expiration or termination of the Master Services Agreement and at
the request of ACH, Visteon shall negotiate in good faith to provide ACH, on commercially
reasonable terms, with continued access to
and use of the executable version of the Climate Tools together with such services as are
necessary for the continuation of such access and use. If, during the term or any
extended term of the Master Services Agreement, ACH should terminate a Service that is
required for the continued access to and use of the executable version of the Climate
Tools, then Visteon shall negotiate in good faith to provide ACH, on commercially
reasonable terms, with such services as are necessary for the continuation of such access
and use.




Signatures on following page




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WHEREFORE, the parties have signed this Fourth Amendment to the Intellectual Property Contribution
Agreement.




	 	 	 	 	 	 	 	 	 
	VISTEON CORPORATION	 	VISTEON GLOBAL TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

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

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name: Heidi A. Sepanik	 	Name: Heidi A. Sepanik	 	 
	 
	 	 	 	 	 	 	 	 
	Title: Secretary	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	AUTOMOTIVE COMPONENTS	 	AUTOMOTIVE COMPONENTS	 	 
	     HOLDINGS, LLC	 	     HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ W. C. Connelly
	 	By:
	 	/s/ W. C. Connelly	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name: W. C. Connelly	 	Name: W. C. Connelly	 	 
	 
	 	 	 	 	 	 	 	 
	Title: Chief Executive Officer	 	Title: President	 	 







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