EX-10.30.2






Exhibit 10.30.2









			
	HEADQUARTERS
	 	 
	Keith Kleinsmith
	 	Phone: 1 313 755 4749
	Vice President — Human Resources	 	 
	17000 Rotunda Drive, Suite B3-6	 	 
	Dearborn, MI 48120-1100	 	 
	USA	 	 






February 20, 2008




Visteon Corporation

One Village Center Drive

Van Buren Township, Michigan 48111

Attention: Dorothy L. Stephenson, Senior Vice President — Human Resources




	 	 	 	 	 
	 

	 	Re:
	 	Visteon Hourly Employee Lease
Agreement effective October 1, 2005, as
amended by Amendment No, 1 dated November 16, 2006 (the “Agreement”) between Visteon
Corporation (“Visteon”) and Automotive Components Holdings, LLC (“ACH”)





Ladies and Gentlemen:




     This letter is intended to reflect our understanding with respect to certain matters
associated with the referenced Agreement, including an additional indemnity to be provided under
the referenced Agreement in the event that ACH sub-assigns hourly Leased Employees to Zeledyne,
L.L.C. (“Zeledyne”). All terms with initial capitalization used herein have the definitions given
in the Agreement, unless otherwise stated herein.



     For valuable consideration, Visteon and ACH have reached agreement on a modification of the
Agreement, applicable solely to hourly Leased Employees assigned to ACH’s automotive glass business
(“Hourly Leased Employees”) as follows:



     1. ACH may elect to sub-assign Hourly Leased Employees to Zeledyne for a period not to
exceed one month from the closing of the sale of ACH’s automotive glass business to Zeledyne
(the “Zeledyne Hourly Sub-Assignment”).



     2. The Agreement is amended to add at the end of Section 6.01 the following language:



     “In the event of the Zeledyne Hourly Sub-Assignment, in addition to the indemnities specified
in the Agreement, ACH shall also indemnify the Visteon Indemnitees against and hold them harmless
from any and all damage, loss, claim, liability and expense (including without limitation,
reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding brought
against any Visteon Indemnitee) incurred or suffered by any Visteon Indemnitee arising out of any
employment or other claims of any kind by any Hourly Leased Employees sub-assigned to Zeledyne to
the extent based on events that occur during the term of the Zeledyne Hourly Sub-Assignment (the
“Supplemental Indemnity”), provided that the Supplemental Indemnity shall not apply to:




	 	(i)	 	breach of any obligations of Visteon under the Agreement;
	 
	 	(ii)	 	any payroll, or benefit claim by Hourly Leased Employees regardless of when they
arise;
	 
	 	(iii)	 	any claim by an Hourly Leased Employee (or their dependents or
beneficiaries), or any other person, including without limitation, claims made to the
Pension Benefit Guaranty






 









 








Page 2 of 2

February 20, 2008





	 	 	 	Corporation, the Department of Labor, the Internal Revenue Service, the Securities and
Exchange Commission or comparable federal or national agencies in the United States,
arising, out of or in connection with the operation, administration, funding or termination
of any of the employee benefit plans applicable to the Hourly Leased Employees regardless of
when they arise; and
	 
	 	(iv)	 	any claim of any Leased Employees to the extent,
arising out of events that occur before or after the term of the Zeledyne Hourly
Sub-Assignment.”





     Please acknowledge your concurrence, which will serve to amend the Agreement, by
signing and dating this letter and returning a copy to the undersigned. Except as modified above,
the terms and conditions of the Agreement remain unchanged.



	 	 	 	 	 
	 	Yours truly,




AUTOMOTIVE COMPONENTS

HOLDINGS, LLC

 	 
	 	By:  	/s/ Keith Kleinsmith
 	 
	 	 	Keith Kleinsmith 	 
	 	 	Vice President — Human Resources 	 
	 



	 	 	 	 	 
	Concur:
	 	 	 	 
	 
	 	 	 	 
	VISTEON CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dorothy L. Stephenson	 	 
	 

	 	 

Dorothy L. Stephenson
	 	 
	Title:

	 	Senior vice President, Human Resources	 	 
	 
	Dated:

	 	February 21, 2008