exv10w3






Exhibit 10.3




EXECUTION COPY




GLOBAL SETTLEMENT AND RELEASE AGREEMENT




     This Global Settlement and Release Agreement ( “Agreement”) is entered as of September
29, 2010, by and between Visteon Corporation, a Delaware corporation, on behalf of itself and its
subsidiaries and affiliates (collectively, “Visteon”), on the one hand, and Ford Motor
Company (“Ford”), a Delaware corporation, and Automotive Components Holdings, LLC
(“ACH), on the other hand. When “Ford/ACH” is used, it means that the statement applies to
both Ford and ACH severally. Ford, ACH, and Visteon are referred to collectively as
“Parties.” Ford’s other global subsidiaries and affiliates that do business with Visteon
in relation to the provisions of this Agreement are referred to collectively as “Other Ford
Entities.”1



     WHEREAS, Visteon Corporation and certain of its domestic subsidiaries and affiliates
(collectively, “Debtors”) filed their Chapter 11 Cases in the Bankruptcy Court on the
Petition Date2;



     WHEREAS, pursuant to various purchase orders, supply agreements and related agreements between
Visteon, on the one hand, and Ford/ACH and Other Ford Entities, on the other hand (collectively,
“Purchase Orders”), Visteon is obligated to supply to Ford/ACH and Other Ford Entities
certain component parts, service parts and accessories (including past-model service parts and
accessories), and assembled goods (individually and collectively, “Component Parts”); the
Parties have maintained their supply relationship throughout the Chapter 11 Cases; and Ford and
Other Ford Entities have continued to source new and replacement business to Visteon during the
pendency of the Chapter 11 Cases, subject, in certain cases, to Visteon’s successful emergence from
the Chapter 11 Cases as the Reorganized Debtors;



     WHEREAS, before the Petition Date, Ford, at the request of Visteon, and in order to provide
financial assistance to bridge Visteon’s transition into the Chapter 11 Cases and to help prevent
disruptions in Visteon’s own supply base, acquired Visteon’s revolving credit facility and the
letter of credit sub-facility in the then outstanding principal amount of approximately $90
million, plus accruing interest, fees and costs (“ABL Facility”) set forth in the Credit
Agreement, dated August 14, 2006, as amended, supplemented, or modified from time to time, between
Visteon Corporation and certain subsidiaries, as borrowers, Ford, as sole lender and swingline
lender, and the Bank of New York Mellon, as administrative agent, and the loans under the ABL
Facility remain outstanding;



     WHEREAS, in connection with Ford permitting Visteon to use its cash collateral under the ABL
Facility, on May 29, 2009, the Bankruptcy Court entered the Interim Order (I) Authorizing the Use
of Cash Collateral Under 11 USC § 363, (II) Granting Adequate Protection





 




			
	 1       	 	See Section 9.06.
	 
	2        	 	Capitalized terms not defined in this Agreement have
the meanings ascribed to them in Visteon’s Fifth Amended Joint Plan of
Reorganization of Visteon Corporation and Its Debtor Affiliates Pursuant to
Chapter 11 of the United States Bankruptcy Code, filed with the Bankruptcy
Court on August 31, 2010 [Docket No. 4099], as may be amended from time to time
(“Plan”).




1









 









Under 11 USC §§ 361, 362 and 363 and (III) Scheduling a Final Hearing Under Bankruptcy Rule
4001(b) [Docket No. 93], which has been extended numerous times on a monthly basis;




     WHEREAS, Visteon, Ford, and ACH agreed to the transfer of the production of certain Component
Parts for Ford and ACH from certain Visteon manufacturing facilities (Carplastics, North Penn,
Springfield) to other sites, including to other Visteon manufacturing facilities, and in connection
with the transfer, the Facilities and Accommodation Agreement among Ford, ACH, and certain Debtors
and non-Debtor affiliates, dated December 16, 2009, was executed and approved by Final Order
entered on December 10, 2009 [Docket No. 1441], under which Ford/ACH provided Visteon with various
financial and other accommodations, including the purchase of certain equipment and the payment,
among other amounts, of an $8.0 million “Exit Fee” and $17.0 million to cover Visteon’s wind-down
costs;



     WHEREAS, the Debtors obtained Bankruptcy Court approval [Docket No. 3945] for a Termination
Agreement among Visteon, ACH and Ford, dated July 26, 2010, and other agreements referred to there
(collectively, “ACH Agreement”), pursuant to which Visteon and ACH, among other things,
agreed to terminate agreements governing the leased employee services provided by Visteon to ACH,
including (a) the Master Services Agreement between Visteon and ACH, dated September 30, 2005, as
amended, (b) the Visteon Salaried Employee Lease Agreement between Visteon and ACH, dated October
1, 2005, as amended, and (c) the Visteon Hourly Employee Lease Agreement between Visteon and ACH,
dated October 1, 2005, as amended;



     WHEREAS, Visteon and Ford facilitated the execution of the Otto Krause Facility Agreement, by
and between Visteon Argentina S.A. (“Visteon Argentina”) and Ford Argentina S.C.A.
(“Ford Argentina”), dated August 12, 2010, pursuant to which Visteon Argentina S.A. agreed
to cooperate and provide assistance to Ford Argentina concerning resourcing production of certain
Component Parts from Visteon Argentina’s Otto Krause facility in exchange for certain financial and
other accommodations, as a result of which Ford Argentina bought equipment from Visteon Argentina
and also paid, among other amounts, a “Cooperation Payment” and funded operating losses;



     WHEREAS, the Plan provides that the Effective Date is conditioned on resolution of all matters
relating to Ford to the reasonable satisfaction of the Requisite Parties, which, under the Rights
Offering Sub Plan, are the Requisite Investors, and that as part of the resolution of matters with
Ford, a settlement agreement will be executed by the Parties, which will include releases and be
subject to Bankruptcy Rule 9019;



     WHEREAS, the Equity Commitment Agreement (“ECA”), between Visteon Corporation and
certain Investors, dated May 6, 2010, as amended, obligates Visteon Corporation to use its
commercially reasonable efforts to enter into an agreement with Ford concerning (a) any claims (i)
held by Ford against Visteon Corporation and (ii) held by Visteon Corporation against Ford, and (b)
the relationships and business arrangements that will be in place between Visteon Corporation and
Ford after the Effective Date, and that the agreement not be inconsistent with the terms of the
Rights Offering Sub-Plan and also reasonably acceptable to the Requisite Investors; and



2









 





     WHEREAS, by this Agreement, the Parties desire to compromise, resolve, and settle certain
claims and issues between them that have arisen or may arise prior to the date that this Agreement
becomes effective (“Settlement Effective Date”3), other than those matters
specifically preserved by this Agreement;



     NOW, THEREFORE, in consideration of the mutual agreements, covenants, and promises in this
Agreement and for other good and valuable consideration, including the accommodations and support
described above, the receipt and sufficiency of which are acknowledged, and intending to be legally
bound, the Parties agree as follows:



ARTICLE I. NEW BUSINESS AND EXISTING BUSINESS



Section 1.01 ABF/Long-Term Preferred Supplier. Ford agrees that Visteon is an Aligned
Business Framework (ABF) supplier and a long-term preferred supplier for Climate and Electronics
commodities.



Section 1.02 Business Awards. Ford has selected Visteon to be the source of new and
replacement global business (“Sourcing”) that will provide approximately US$600 million of
estimated annual revenue from the sales of Component Parts for programs launching through December
31, 2013, as described in, and subject to the terms of, Exhibit A. Ford awards new and
replacement business by means of Sourcing Agreement Letters (“SALs”) and/or Commercial &
Program Agreements (“CPAs”). SALs and/or CPAs for the Sourcing will be completed by March
31, 2011, provided that, in accordance with standard Ford sourcing policies, Visteon remains
competitive in quality, technology, price, delivery, and service. Ford represents that the Other
Ford Entities that are and will be counterparties to the SALs and CPAs are in agreement with
Exhibit A.




ARTICLE II. TREATMENT OF PURCHASE ORDERS AND OTHER AGREEMENTS



Section 2.01 Assumption of Purchase Orders and Other Agreements. The Debtors will assume
and continue to perform all Purchase Orders issued to the Debtors by Ford, ACH, and Other Ford
Entities except for any Purchase Orders issued for Component
Parts that are Exited Parts4
(collectively, “Assumed Purchase Orders”). The Assumed Purchase Orders will have the






 




			
	  3      	 	See Sections 8.01 and 9.01.
	 
	  4      	 	The “Exited Parts” are those component parts
that the Debtors no longer supply to Ford, ACH, and Other Ford Entities for
production or service use (or as accessories) because, before or during the
Bankruptcy Cases, (a) the Debtors ceased supplying the parts, whether from
facilities that were sold, exited, closed, or retained, and (b) the Debtors, in
agreement with Ford, ACH, and/or Other Ford Entities, satisfied the Debtors’
production and service obligations by either (i) reaching the end of their
contractual obligations to supply the Exited Parts; (ii) facilitating the
transfer of production of the





(Continued...)




3









 







same terms
as those existing on the Settlement Effective Date.5 The Debtors will also
assume and continue to perform, according to their terms existing on the Settlement Effective Date,
all agreements relating to the Assumed Purchase Orders and the Component Parts produced under them,
including warranty sharing agreements, intellectual property licenses, and technology agreements.
In addition, the Debtors will assume and continue to perform, according to their terms existing on
the Settlement Effective Date, (a) all purchase orders, supply agreements, and related agreements
that they have issued to ACH for component parts, service parts, accessories, and assembled goods
supplied by Visteon to, or used to produce Component Parts supplied by Visteon to, Ford/ACH and
Other Ford Entities; (b) all purchase orders received by the Debtors for component parts, service
parts, accessories, and assembled goods (other than Exited Parts) that will be supplied by other
(higher-tier) suppliers to Ford and/or Other Ford Entities or used by the higher-tier supplier to
supply component parts, service parts, accessories and assembled goods for which Ford and/or Other
Ford Entities are the ultimate customer(s) or ACH is the customer; and (c) the agreements listed on
Exhibit B, which might not relate to the Assumed Purchase Orders and the Component Parts
produced under them.



Section 2.02 Rejection of Purchase Orders and Other Agreements. The Debtors will reject,
and not assume, any Purchase Orders and agreements with Ford/ACH and Other Ford Entities that are
not assumed under Section 2.01, except, for the avoidance of doubt,that the Debtors will not reject
previously assumed agreements, as approved by the Bankruptcy Court, the ACH Agreement, or other
agreements entered into post-petition. Ford/ACH, and the Other Ford Entities agree not to file any
Proofs of Claim for rejection damages and release and discharge the Debtors from claims resulting
from the rejected Purchase Orders and agreements.



Section 2.03 Precedence. Sections 2.01 and 2.02 are intended to and do supersede any
provision of the Plan or any motion pending before, filed in or subsequently filed in the
Bankruptcy Court relating to the assumption or rejection of executory contracts to the extent that
it conflicts with or is otherwise inconsistent with Sections 2.01 or 2.02.



Section 2.04 Amendment to Intellectual Property Agreement. Visteon and ACH will execute
the Sixth Amendment to Intellectual Property Contribution Agreement, attached as Exhibit C,
contemporaneously with the execution of this Agreement.






 




			
	 	 	Exited Parts to replacement suppliers or to the
purchasers of the facilities; or (iii) completing the supply of all-time-buys
or making other end-of-life arrangements for the Exited Parts.
	 
	
5	 	The Purchase Orders from Ford and Other Ford
Entities to the Reorganized Debtors and non-Debtor Visteon entities globally
will continue to be governed by the Ford Production Purchasing Global Terms and
Conditions (PPGTC Jan.1, 2004) (“Ford Global Terms”), which are
incorporated into the Ford Purchase Orders. The Purchase Orders from ACH to the
Reorganized Debtors and non-Debtor Visteon entities globally will continue to
be governed by the ACH Global Terms and Conditions for Production Parts and
Non-Production Goods and Services (V11/06), which are incorporated into the ACH
Purchase Orders.




4









 










ARTICLE III. REST-OF-WORLD RESTRUCTURING



Section 3.01 Restructuring Support. Visteon intends to execute a number of restructuring
initiatives concerning its global operations (“Restructuring Actions”). Ford (which, in
this Section 3.01, includes Other Ford Entities) agrees that it will reimburse Visteon for certain
Restructuring Costs incurred and paid by Visteon after the Effective Date, up to an aggregate
US$29.0 million, (“Restructuring Funds”). Ford and Visteon will negotiate and enter into
separate written agreements (“Separate Agreements”), which will set forth (a) allocation of
the Restructuring Funds, (b) the dates by which Visteon must incur and pay reimbursable
Restructuring Costs, and (c) as appropriate, plant-specific timing of each Restructuring Action.
“Restructuring Costs” means costs incurred by Visteon in connection with Restructuring
Actions at certain facilities primarily dedicated to the supply of Component Parts to Ford,
including (i) employee wage or salary costs, including severance pay; (ii) employee incentive or
retention costs; (iii) other employee benefits (including accrued vacation pay); (iv) applicable
taxes; (v) costs associated with required bank builds or safety stockpiles for Ford and Other Ford
Entities; (vi) tooling and equipment duplication and/or tooling and equipment relocation costs;
(vii) facility, occupancy, security, maintenance, launch, and insurance costs; (viii) leasehold
termination or exit costs; and (ix) transition assistance costs, including engineering and
information technology costs required to complete any Restructuring Action. Within 60 days after
incurring and paying for any Restructuring Cost(s), but no more frequently than monthly, Visteon
will submit an invoice, accompanied by reasonable supporting documentation and proof of payment
(together, “Invoice”), and Ford will pay all amounts that are not Disputed Amounts (defined
below) on standard payment terms, unless a different payment schedule is agreed to in a Separate
Agreement.



Section 3.02 Disputed Restructuring Costs. If Ford (which, in this Section 3.02, includes
Other Ford Entities) disagrees (in whole or part) with any Invoice submitted by Visteon pursuant to
Section 3.01 (“Disputed Amount”), Ford will notify Visteon within 30 business days after
receipt of the Invoice, and Visteon and Ford will meet and attempt, in good faith, to resolve the
dispute. If the dispute cannot be resolved by Visteon and Ford within 60 days after Ford notifies
Visteon of a dispute in accordance with this Section 3.02, the matter will be jointly submitted to
a court of component jurisdiction or to a third party selected by Visteon and Ford, in either case
in accordance with the dispute resolution process in Section 39 of the Ford Global Terms. If it is
determined that Ford is obligated to pay Visteon for all or part of the Disputed Amount, Ford will
pay Visteon this amount within 30 business days after the determination.



Section 3.03 No Setoff or Recoupment. Ford (which, in this Section 3.03, includes Other
Ford Entities) agrees to refrain from exercising any right it may have, at law, in equity, by
agreement or otherwise, to set off or recoup against any payments of Restructuring Costs under
Section 3.01, unless an Event of Default (defined in Section 7.01) has occurred.



Section 3.04 Berlin Sourcing Agreement. The Berlin Sourcing Agreement, between Visteon
Deutschland GmbH (“Visteon Germany”), on the one hand, and Ford-Werke GmbH, Ford Motor
Company Limited, Ford Espana S.L., and Ford Motor Company ZAO (which are among the Other Ford
Entities), on the other hand, dated June 19, 2008, will remain in effect until December 31, 2014.
During the year before expiration (or earlier), the parties to the Berlin Sourcing Agreement will
meet and agree on future restructuring actions (“Berlin Restructuring Actions”) and/or
sourcing opportunities for Visteon Germany’s Berlin facility that could facilitate its ongoing
operation.







5









 







Section 3.05 Additional Restructuring Costs. Ford, ACH, and Other Ford Entities will have
no obligation concerning Restructuring Costs incurred by Visteon in connection with any current or
future Restructuring Actions, except (a) for reimbursement by Ford or Other Ford Entities of
Restructuring Costs specified in Section 3.01 (and Separate Agreements) and (b) as agreed in
connection with the Berlin Restructuring Actions.




ARTICLE IV. COMMERCIAL CLAIMS



Section 4.01 Resolution of Commercial Claims. Exhibit D.1 lists claims that Ford,
ACH, and Other Ford Entities have asserted against Visteon in connection with the Purchase Orders
and Visteon’s purchase orders issued to ACH described in Section 2.01, or otherwise arising in the
course of their commercial relationship (and, in the case of ACH, also a real property lease to
Visteon), each of which Visteon disputes. Exhibit D.2 lists claims that Visteon has
asserted against Ford, ACH, and Other Ford Entities in connection with the Purchase Orders or
otherwise arising in the course of their commercial relationship, each of which Ford, ACH, and
Other Ford Entities dispute. The claims listed in Exhibits D.1 and D.2 are
collectively referred to as “Commercial Claims.” Visteon, Ford, ACH, and Other Ford
Entities have worked in good faith, both before and since the Petition Date, to reconcile the
Commercial Claims and as a result have determined that when the Commercial Claims on Exhibits D.1
and D.2 are netted against each other, neither Visteon, on the one hand, nor Ford/ACH or the
relevant Other Ford Entities, on the other hand, owe anything on account of the Commercial Claims.
        .



Section 4.02 Release of Commercial Claims. On the Settlement Effective Date, all Commercial
Claims will be released by the claimants (Visteon, Ford, ACH, and/or Other Ford Entities, as
applicable) and fully discharged.




ARTICLE V. EMPLOYEE TRANSITION AGREEMENT OBLIGATIONS AND OTHER

LEGACY AGREEMENTS



Section 5.01 OPEB Reimbursement Obligations Termination. On the Settlement Effective Date,
Ford will release and discharge Visteon Corporation from all of Ford’s other post-employment
benefits obligation (“OPEB”) reimbursement claims for $102 million, as set forth in Proof
of Claim 3386 filed by Ford. These OPEB claims arise under Section 3.03 of the Amended and
Restated Employee Transition Agreement between Ford and Visteon Corporation, dated December 19,
2003 (as amended from time to time, “ARETA”). On the Settlement Effective Date, all of
Visteon Corporation’s obligations to reimburse Ford for OPEB under Section 3.03 of the ARETA will
be terminated.



Section 5.02 Pension Plan Reimbursement Obligations Termination. On the Settlement
Effective Date, Ford will release and discharge Visteon Corporation from all of Ford’s pension
benefit reimbursement claims arising under Section 3.01(c) of the ARETA, for $8.0 million, as set
forth in Proof of Claim 3386 filed by Ford. On the Settlement Effective Date, all of Visteon
Corporation’s obligations to reimburse Ford for pension plan costs under Section 3.01(c) of the
ARETA will be terminated.



Section 5.03 Non-Qualified Plan Reimbursement and Funding Obligations Termination. On the
Settlement Effective Date, Ford will release and discharge Visteon Corporation from all of






6









 







Ford’s claims for non-qualified benefit reimbursement and for Visteon Corporation’s funding
obligations arising under Section 3.02 of the ARETA, for an unliquidated amount, as set forth in
Proof of Claim 3386 filed by Ford. On the Settlement Effective Date, all of Visteon Corporation’s
obligations to reimburse Ford for, or fund amounts toward, non-qualified benefit programs under
Section 3.02 of the ARETA will be terminated.



Section 5.04 Deferred Compensation Obligations Termination. On the Settlement Effective
Date, Ford will release and discharge Visteon Corporation from all of Ford’s deferred compensation
claims and Visteon Corporation’s funding obligations arising under the ARETA, for $5.0 million, as
set forth in Proof of Claim 3386. On the Settlement Effective Date, all of Visteon Corporation’s
obligations to reimburse Ford for, or to fund amounts toward, deferred compensation obligations
under the ARETA will be terminated.



Section 5.05 Amended ARETA. The ARETA will be amended and restated consistent with
Sections 5.01, 5.02, 5.03 and 5.04. The amended ARETA, in the form attached as Exhibit E,
will both be executed and become effective on the Settlement Effective Date.




ARTICLE VI. RELEASES AND CLAIMS TREATMENT



Section 6.01 Release of Ford, ACH, and Other Ford Entities. Except as specified in Section
6.03, and in addition to the release and discharge of Commercial Claims against Ford, ACH (which,
in this Section 6.01, includes Automotive Components Holdings, Inc. and its other subsidiaries),
and Other Ford Entities in Section 4.02 and in the ACH Agreement, the Debtors agree that as of the
Settlement Effective Date, Ford, ACH, and Other Ford Entities are forever and irrevocably released
from all claims, defenses, counterclaims, obligations, suits, damages, causes of action, remedies
and liabilities whatsoever, including claims of equitable subordination as well as any derivative
claims, in each case that have been, could have been, or could be asserted by or on behalf of the
Debtors, Reorganized Debtors, or any other Person, whether known or unknown, foreseen or
unforeseen, liquidated or contingent, existing or subsequently arising, in law, equity, or
otherwise, based on, in any way related to, or in any manner arising from, in whole or in part,
(a) the Chapter 11 Cases; (b) the transactions or events giving rise to any claim or Interest that
is treated in the Plan, this Agreement, or the ACH Agreement; or (c) any other act or omission or
other occurrence taking place on or before the Settlement Effective Date. Visteon further agrees
to oppose any motion for derivative standing.



Section 6.02 Release and Discharge of the Debtors. Ford, ACH (which, in this Section 6.02,
includes Automotive Components Holdings, Inc. and its other subsidiaries), and Other Ford Entities
acknowledge that except as specified in Section 6.03, and in addition to the release and discharge
of Commercial Claims against Visteon in Section 4.02 and the release and discharge of claims
resulting from the rejected Purchase Orders and agreements in Section 2.02, the discharge of the
Debtors in Section X.A of the Plan applies to Ford, ACH, and Other Ford Entities.



Section 6.03 Surviving Claims. Notwithstanding the releases of Ford, ACH, and Other Ford
Entities in Section 6.01, the releases and discharges in Section 6.02, or the releases and
discharges in the Plan, this Agreement and the Plan do not release or discharge Visteon, the
Reorganized Debtors, Ford, ACH (including Automotive Components Holdings, Inc. and its other
subsidiaries), and Other Ford Entities from any presently existing or future claims (a) arising out
of ordinary course business and routine commercial transactions under the Assumed






7









 







Purchase Orders and other purchase orders and agreements described in Section 2.01 and based on
acts or events that occurred on or before the Settlement Effective Date, including any recalls,
field service actions, product liability, warranty obligations, or intellectual property matters;
(b) arising from the breach of this Agreement or the ACH Agreement; or (c) which are expressly
preserved under Section 7(b)(1)-(4) of the Termination Agreement that is part of the ACH Agreement.



Section 6.04 Other Claims. Visteon represents that to the best of its knowledge on the
signature date, it has no material claims or causes of action against Ford/ACH (including
Automotive Components Holding, Inc.), and Other Ford Entities that are not addressed in this
Agreement. Ford Motor Company and ACH (for itself and on behalf of Automotive Components
Holdings, Inc.) each represents that to the best of its knowledge on the signature date, it has no
material claims or causes of action against Visteon that are not addressed in this Agreement. Ford
Motor Company represents that to the best of its knowledge on the signature date, it is not aware
of any material claims or causes of action that Other Ford Entities may have against Visteon that
are not addressed in this Agreement.



Section 6.05 Proofs of Claim. Except for Proof of Claim 2812 (ABL Claim), which is Allowed
under the Plan in the amount of $127.15 million, all Proofs of Claim submitted by Ford, ACH, or
Other Ford Entities in the Chapter 11 Cases will be deemed expunged on the Settlement Effective
Date without any further action of the Debtors or Reorganized Debtors and without any further
action, order, or approval of the Bankruptcy Court.




ARTICLE VII. EVENTS OF DEFAULT



Section 7.01 Events of Default. The occurrence of any one or more of the following will be
an “Event of Default” under this Agreement, unless a waiver or deferral is agreed to in
writing by the Parties:





	(a)	 	any of the Chapter 11 Cases are dismissed or converted to a case under chapter 7 of the
Bankruptcy Code;
	 
	(b)	 	the Bankruptcy Court enters an order in any of the Chapter 11 Cases appointing an examiner
with expanded powers or a trustee under chapter 7 or chapter 11 of the Bankruptcy Code;
	 
	(c)	 	any Party materially breaches the terms of this Agreement; and
	 
	(d)	 	the Reorganized Debtors seek or become subject to insolvency proceedings under state or
federal law.





ARTICLE VIII. CONDITIONS TO EFFECTIVENESS



Section 8.01 The Settlement Effective Date will occur and the provisions of this Agreement will
become effective on the occurrence of all of the following events, unless waived in writing by the
Parties:







8









 









	(a)	 	the Bankruptcy Court enters an order approving this Agreement;
	 
	(b)	 	the Creditors’ Committee executes an irrevocable release in the form attached to this
Agreement as Exhibit F; and
	 
	(c)	 	the occurrence of the Effective Date.




Section 8.02 In the event that the Settlement Effective Date occurs after the Effective Date of the
Plan, the Settlement Effective Date will be deemed to have occurred on the Effective Date of the
Plan.




ARTICLE IX. MISCELLANEOUS



Section 9.01 Settlement Effective Date. The Debtors will file a motion with the Bankruptcy
Court seeking approval of this Agreement. In the event that any provision of this Agreement
conflicts with any provision of the Plan or Confirmation Order concerning Ford, ACH, or Other Ford
Entities, the terms and conditions of this Agreement will be binding and control. This Agreement
will be effective as of the Settlement Effective Date, which is the date on which all conditions
set forth in Section 8.01 will have been satisfied.



Section 9.02 Other Agreements. All other contracts and agreements referred to in this
Agreement in effect after the Settlement Effective Date (e.g., Assumed Purchase Orders and other
purchase orders and agreements described in Section 2.01, Separate Agreements, the ACH Agreement)
will be governed by the terms of those agreements. The provisions in Sections 9.03 — 9.19 apply
to those rights and obligations that exist only under this Agreement and no other.



Section 9.03 Amendment and Waiver. This Agreement may not be amended, and no right or
obligation under this Agreement may be waived, except by written instrument signed by the Parties.



Section 9.04 Reservation of Rights. The delay or failure of any Party to exercise any
right, power, or privilege under this Agreement does not affect that right, power, or privilege.
Any single or partial exercise of any right, power, or privilege does not preclude further exercise
on another occasion. Waiver of any performance or breach of any term of this Agreement by any
Party does not waive any other performance or breach of this Agreement by any Party.



Section 9.05 Governing Law. This Agreement will be governed by and construed under the
laws of the State of Michigan without giving effect to any conflict of law principles. By its
execution and delivery of this Agreement, each Party irrevocably and unconditionally agrees that a
court of competent jurisdiction will exercise jurisdiction over all matters related to the
construction, interpretation, or enforcement of this Agreement.



Section 9.06 Other Ford Entities. Ford will use all commercially reasonable efforts to
cause the Other Ford Entities to perform in accordance with the applicable provisions of this
Agreement. Ford will also guarantee the performance by the Other Ford Entities of their respective
obligations under this Agreement.







9









 







Section 9.07 Authority. Each Party represents, warrants, and covenants that (a) it has
taken all corporate action necessary to authorize execution, delivery, and performance of this
Agreement; (b) this Agreement and each of its terms are binding (in the case of Visteon, however,
subject to approval of this Agreement by the Bankruptcy Court); (c) it has the requisite power and
authority to perform the acts required by this Agreement (in the case of Visteon, however, subject
to approval of this Agreement by the Bankruptcy Court); (d) its undersigned signatory has the full
legal right, power, and authority to bind it (in the case of Visteon, however, subject to approval
of this Agreement by the Bankruptcy Court); (e) it has not assigned or delegated to any third party
all or any part of the rights and obligations set forth in this Agreement (except, in the case of
Ford, assignment to Other Ford Entities is permissible); and (f) the execution, delivery, and
performance of this Agreement does not contravene or result in a default under any provision of any
agreement or instrument to which it is bound.



Section 9.08 Litigation. Each Party represents, warrants, and covenants that, subject to
(a) approval of this Agreement by the Bankruptcy Court and (b) the satisfaction of Section 8.01(b),
there is no pending or threatened litigation, action, or proceeding affecting that Party concerning
the matters contemplated in this Agreement which would affect the execution, delivery, and
performance of this Agreement or the transactions contemplated in it.



Section 9.09 Partial Invalidity. In the event that any one or more of the phrases,
sentences, clauses, provisions, or sections in this Agreement is declared invalid or unenforceable
by order, decree, or judgment of a court having competent jurisdiction, or becomes invalid or
unenforceable by virtue of applicable law, the remainder of this Agreement will be construed as if
the invalid or unenforceable phrases, sentences, clauses, provisions, or sections had not been
inserted, unless removing invalid or unenforceable portions of this Agreement would constitute a
substantial deviation from the general intent and purposes of the Parties as reflected in this
Agreement.



Section 9.10 Negotiations Not Admissible. The negotiations relating to this Agreement are
not admissible into evidence in any proceeding; provided, however, that this Agreement may be
admissible in a proceeding to enforce the terms of this Agreement.



Section 9.11 Specific Performance. Each Party acknowledges that the other Party would be
irreparably damaged if this Agreement were not performed in accordance with its specific terms or
were otherwise breached. Accordingly, each Party is entitled to seek an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce specifically the terms of
this Agreement in addition to any other remedy to which the Parties may be entitled at law, in
equity, or under this Agreement.



Section 9.12 Assignment. No Party may assign any of its rights or obligations under this
Agreement, without the prior written consent of the other Parties, which may be withheld in a
Party’s sole discretion, provided that each Party represents and warrants that no assignment (other
than by the Debtors to the Reorganized Debtors as their successors or by Ford to Other Ford
Entities) will have occurred as of the Settlement Effective Date.



Section 9.13 Beneficiaries. The Parties acknowledge and agree that the rights and
interests of the Parties under this Agreement are intended to solely benefit the Parties (and Other
Ford Entities and Automotive Components Holdings, Inc. and its other subsidiaries). This Agreement
may not and is not intended to confer any rights or remedies on any Person other than the Parties
(and Other Ford Entities and Automotive Components Holdings, Inc. and its other subsidiaries) and
their respective successors and permitted assigns.







10









 







Section 9.14 Entire Agreement. Except for the various agreements referenced in Section
9.02, this Agreement contains the entire agreement of the Parties as of the Settlement Effective
Date regarding the matters subject to this Agreement, and all prior agreements among or between the
Parties relating to these matters, whether oral or written, are superseded in their entirety by the
terms of this Agreement. Nothing in this Agreement is intended to or will supersede the terms and
conditions of the ACH Agreement.



Section 9.15 Separate and Several Obligations. Each Party enters this Agreement separately
and is separately and severally responsible for its own obligations under this Agreement. No party
is responsible for any obligation of any other Party.



Section 9.16 Notices. All notices required or permitted to be given pursuant to this
Agreement (“Notices”) must be given in writing and be transmitted by personal delivery,
overnight courier service or email and be addressed as follows:



(a) If to Visteon:



Visteon Corporation

One Village Center Drive

Van Buren Township, MI 48111

Attention: Michael Sharnas

Email: msharnas@visteon.com



with a copy to:



Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Attention: James J. Mazza, Jr.

Email: james.mazza@kirkland.com



(b) If to Ford:



Ford Motor Company

Office of the General Counsel

One American Road, Suite 416 WHQ

Dearborn, MI 48126

Attention: Daniella Saltz

Email: dsaltz@ford.com



with a copy to:



Miller Canfield Paddock and Stone PLC

150 West Jefferson, Suite 2500

Detroit, MI 48226

Attention: Stephen S. LaPlante

Email: laplante@millercanfield.com



and





11









 






McGuire Woods


625 Liberty Ave., 23rd floor

Pittsburgh, PA 15222

Attention: Mark E. Freedlander

Email: mfreedlander@mcguirewoods.com



(c) If to ACH:



Automotive Components Holdings, LLC

Headquarters

17000 Rotunda Drive

Dearborn, Michigan 48120

Attention: Diale Taliaferro

E-mail: dtaliafe@ach-llc2.com



with a copy to:



Miller Canfield Paddock and Stone PLC

150 West Jefferson, Suite 2500

Detroit, MI 48226

Attention: Stephen S. LaPlante

Email: laplante@millercanfield.com



and



McGuire Woods

625 Liberty Ave., 23rd floor

Pittsburgh, PA 15222

Attention: Mark E. Freedlander

Email: mfreedlander@mcguirewoods.com



A Party may designate a new address to which Notices should be transmitted by giving written notice
to that effect to the other Parties. Each Notice will be deemed to have been given, received, and
become effective for all purposes at the time it has been delivered to the addressee as indicated
by the affidavit of the messenger (if transmitted by personal delivery or overnight courier
service) or delivery confirmation or response (if transmitted by email).



Section 9.17 Consultation With Counsel. Each Party acknowledges that it has been given the
opportunity to consult with counsel before executing this Agreement and is executing this Agreement
without reliance on any representations, warranties or commitments other than those set forth in
this Agreement.



Section 9.18 Rules of Construction. The following rules apply to the construction and
interpretation of this Agreement: (a) singular words connote the plural as well as the singular,
and vice versa, and the masculine includes the feminine and the neuter, as the context may require;
(b) all references in this Agreement to particular articles, sections, subsections or clauses are
references to articles, sections, subsections, or clauses of this Agreement, unless otherwise
expressly stated, and all references in this Agreement to particular exhibits are references to the
exhibits attached to this Agreement, unless otherwise expressly stated or clearly apparent from the
context of the reference; (c) the headings in this Agreement are solely for convenience of
reference and do not constitute a part of this Agreement or affect its






12









 







meaning, construction or effect; (d) each Party and its counsel have reviewed and revised (or
requested revisions of) this Agreement and have participated in the preparation of this Agreement,
and therefore any rules of construction requiring that ambiguities are to be resolved against the
Party that drafted the Agreement will not be applicable in the construction and interpretation of
this Agreement; (e) the terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any other
remaining manifestations of legalese are unnecessary and should have been deleted; and (f) the
terms “include” and “including” should be construed as if followed by the phrase “without
limitation.”



Section 9.19 Execution of Agreement. A Party may deliver an executed signature page to
this Agreement by facsimile or other electronic transmission to the other Parties, which facsimile
or other electronic copy will be deemed to be an original executed signature page. This Agreement
may be executed in any number of counterparts, each of which will be deemed an original and all of
which together constitute the Agreement, with the same effect as if the Parties had signed the same
signature page.




	 	 	 

	VISTEON
CORPORATION, including on

behalf of its subsidiaries and affiliates

	 	FORD MOTOR COMPANY






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Michael Sharnas
	 	 	 	By:
	 	/s/ Peter J. Sherry, Jr.	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Sharnas
	 	 	 	 	 	Name:	 	Peter J. Sherry, Jr.	 	 
	 

	 	Title:
	 	General Counsel
	 	 	 	 	 	Title:	 	Secretary	 	 
	 

	 	Date:
	 	9/29/10	 	 	 	 	 	Date:	 	Sept. 29, 2010	 	 





	 	 	 	 	 
	 	AUTOMOTIVE COMPONENTS

HOLDINGS, LLC

 	 
	 	By:  	/s/ Mark A. Blair	 
	 	 	Name:  	Mark A. Blair	 
	 	 	Title:  	President and Chief Executive Officer	 
	 	 	Date:  	9/29/10	 
	 




13