exv10w2






EXHIBIT 10.2




 

 






FORM OF




WARRANT AGREEMENT



by and between



VISTEON CORPORATION



and



MELLON INVESTOR SERVICES LLC,

as Warrant Agent



Dated as of October 1, 2010



 

 






 









 





FORM OF




WARRANT AGREEMENT



     This WARRANT AGREEMENT (as amended, supplemented, amended and restated or otherwise modified
from time to time, this “Warrant Agreement”), is entered into as of October 1, 2010, by and
between VISTEON CORPORATION, a Delaware corporation (the “Company”), and Mellon Investor
Services LLC, a New Jersey limited liability company (operating with the service name BNY Mellon
Shareowner Services), as warrant agent (together with any successor appointed pursuant to
Section 20 hereof, the “Warrant Agent”).



     WHEREAS, pursuant to the terms and conditions of the Fifth Amended Joint Plan of
Reorganization of Visteon Corporation and its debtor affiliates pursuant to chapter 11 of title 11
of the United States Code (the “Bankruptcy Code”) filed on August 31, 2010 in the United
States Bankruptcy Court for the District of Delaware, Case No. 09-11786 (CSS) (as may be amended,
supplemented or otherwise modified from time to time, the “Plan”), the Company proposes to
issue Warrants (the “Warrants”) entitling the holders thereof to purchase up to 2,355,000
shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) together
with any other securities, cash or other property that may be issuable upon exercise of a Warrant
as shall result from the adjustments specified in Section 12 hereof at an exercise price of
$9.66 per share of Common Stock, as may be adjusted pursuant to Section 12 hereof (the
“Exercise Price”);



     WHEREAS, the Warrants are being issued pursuant to, and upon the terms and conditions set
forth in, the Plan in an offering in reliance on the exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”) afforded by section 1145
of the Bankruptcy Code or Section 4(2) of the Securities Act, and of any applicable state
securities or “blue sky” laws;



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance of Warrants and other matters
as expressly provided herein; and



     WHEREAS, for purposes of this Warrant Agreement, “person” shall be interpreted broadly to
include an individual, firm, corporation, partnership, joint venture, association, joint stock
company, limited liability company, limited liability partnership, national banking association,
trust, trustee, estate, unincorporated organization, government, governmental unit, agency, or
political subdivision thereof, or other entity and shall include any successor (by merger or
otherwise) of such person.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereto agree as follows:



     SECTION 1 Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent
to act as warrant agent for the Company in respect of the Warrants upon the express terms and
subject to the express conditions herein set forth (and no implied terms or conditions), and the
Warrant Agent hereby accepts such appointment, upon the express terms and express conditions
hereinafter set forth.



     SECTION 2 Issuance of Warrants. In accordance with Section 5 hereof and the
Plan and subject to the next sentence, the Company will cause to be issued to the Depository (as
defined below), one or more Global Warrant Certificates (as defined below) evidencing the Warrants.
At the election of a holder of Warrants and in lieu of holding Warrants through the Depository,
such holder may elect to be issued Warrants by book-entry registration on the books and records of
the Warrant Agent (“Book-Entry Warrants”) and such Warrants shall be evidenced by
statements issued by the Warrant Agent from time to time to the registered holder of book-entry
Warrants reflecting such book-entry position (the “Warrant Statement”). Each Warrant
entitles the holder, upon proper exercise and payment of the applicable Exercise Price, to receive
from the Company, one share of Common Stock (as may be adjusted pursuant to Section 12
hereof). The shares of Common Stock or (as provided pursuant to Section 12 hereof) other



 









 




shares of capital stock deliverable upon proper exercise of the Warrants are referred to
herein as the “Warrant Shares.” The words “holder” or “holders” as used
herein in respect of any Warrants or Warrant Shares, shall mean the registered holder or registered
holders thereof.




     SECTION 3 Warrant Certificates. Subject to Section 6 hereof, the Warrants
shall be issued (1) via book-entry registration on the books and records of the Warrant Agent and
evidenced by a Warrant Statement, and/or (2) in the form of one or more global certificates (the
“Global Warrant Certificates”), the forms of election to exercise and of assignment to be
printed on the reverse thereof, in substantially the form set forth in Exhibit A attached
hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this
Warrant Agreement, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules and regulations
of the Depository (as hereinafter defined), any law or with any rules made pursuant thereto or with
any rules of any securities exchange or as may, consistently herewith, be determined by (i) in the
case of Global Warrant Certificates, the Appropriate Officers (as hereinafter defined) executing
such Global Warrant Certificates, as evidenced by their execution of the Global Warrant
Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer, and all of which
shall be reasonably acceptable to the Warrant Agent. The Global Warrant Certificates shall be
deposited on or after the date hereof with, or, so long as the Warrant Agent is Mellon Investor
Services LLC, with The Bank of New York Mellon as custodian for, The Depository Trust Company (the
“Depository”) and registered in the name of Cede & Co., as the Depository’s nominee. Each
Global Warrant Certificate shall represent such number of the outstanding Warrants as specified
therein, and each shall provide that it shall represent the aggregate amount of outstanding
Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants
represented thereby may from time to time be reduced or increased, as appropriate, in accordance
with the terms of this Warrant Agreement.



     SECTION 4 Execution of Warrant Certificates. Global Warrant Certificates shall be
signed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, any Vice
President, its Secretary or any Assistant Secretary (each, an “Appropriate Officer”). Each
such signature upon the Global Warrant Certificates may be in the form of a facsimile or other
electronically transmitted signature (including, without limitation, electronic transmission in
portable document format (.pdf)) of any such Appropriate Officer and may be imprinted or otherwise
reproduced on the Global Warrant Certificates and for that purpose the Company may adopt and use
the facsimile or other electronically transmitted signature of any Appropriate Officer who shall
have been an Appropriate Officer at the time of entering into this Warrant Agreement. If any
Appropriate Officer who shall have signed any of the Global Warrant Certificates shall cease to be
such Appropriate Officer before the Global Warrant Certificates so signed shall have been
countersigned by the Warrant Agent or delivered by the Company, such Global Warrant Certificates
nevertheless may be countersigned and delivered as though such Appropriate Officer had not ceased
to be such Appropriate Officer of the Company; and any Global Warrant Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of such Global Warrant
Certificate, shall be a proper Appropriate Officer of the Company to sign such Global Warrant
Certificate, although at the date of the execution of this Warrant Agreement any such person was
not such Appropriate Officer.



     Global Warrant Certificates shall be dated the date of countersignature by the Warrant Agent
and shall represent one or more whole Warrants.



     SECTION 5 Registration and Countersignature. Upon receipt of a written order of the
Company, the Warrant Agent, on behalf of the Company, shall (i) register in the Warrant Register
(as defined below) the Book-Entry Warrants as well as any Global Warrant Certificates and exchanges
and transfers of outstanding Warrants in accordance with the procedures set forth in this Warrant
Agreement and (ii) upon receipt of the Global Warrant Certificates duly executed on behalf of the
Company, countersign one or more Global Warrant Certificates evidencing Warrants and shall deliver
such Global Warrant Certificates



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to or upon the written order of the Company. Such written order of the Company shall
specifically state the number of Warrants that are to be issued as Book-Entry Warrants and the
number of Warrants that are to be issued as one or more Global Warrant Certificates. Each Warrant
(including the Book Entry Warrants and each Global Warrant Certificate) shall be, and shall remain,
subject to the provisions of this Warrant Agreement until such time as all of the Warrants
evidenced thereby shall have been duly exercised or shall have expired or been canceled in
accordance with the terms hereof. Each holder of Warrants shall be bound by all of the terms and
provisions of this Warrant Agreement (a copy of which is available on request to the Secretary of
the Company) as fully and effectively as if such holder had signed the same.




     No Global Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby
shall be exercisable, until such Global Warrant Certificate has been countersigned by the manual or
facsimile signature of the Warrant Agent. Such signature by the Warrant Agent upon any Global
Warrant Certificate executed by the Company shall be conclusive evidence that such Global Warrant
Certificate so countersigned has been duly issued hereunder.



     The Warrant Agent shall keep, at an office designated for such purpose, books (the
“Warrant Register”) in which, subject to such reasonable regulations as it may prescribe,
it shall register the Book-Entry Warrants as well as any Global Warrant Certificates and exchanges
and transfers of outstanding Warrants in accordance with the procedures set forth in Section
6 hereof, all in form satisfactory to the Company and the Warrant Agent. The Company may
require payment of a sum sufficient to cover any stamp or other tax or charge that may be imposed
on the holder of a Warrant in connection with any such exchange or registration of transfer. The
Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and
until any payments required by the immediately preceding sentence have been made.



     Prior to due presentment for registration of transfer or exchange of any Warrant in accordance
with the procedures set forth in this Warrant Agreement, the Warrant Agent and the Company may deem
and treat the person in whose name any Warrant is registered as the absolute owner of such Warrant
(notwithstanding any notation of ownership or other writing made in a Global Warrant Certificate by
anyone), for the purpose of any exercise thereof, any distribution to the holder of the Warrant
thereof and for all other purposes, and neither the Warrant Agent nor the Company shall be affected
by notice to the contrary.



     SECTION 6 Registration of Transfers and Exchanges.



     (a) Transfer and Exchange of Global Warrant Certificates or Beneficial Interests
Therein. The transfer and exchange of Global Warrant Certificates or beneficial interests
therein shall be effected through the Depository, in accordance with this Warrant Agreement and the
procedures of the Depository therefor.



     (b) Exchange of a Beneficial Interest in a Global Warrant Certificate for a Book-Entry
Warrant.



          (i) Any holder of a beneficial interest in a Global Warrant Certificate may, upon request,
exchange such beneficial interest for a Book-Entry Warrant. Upon receipt by the Warrant Agent from
the Depository or its nominee of written instructions or such other form of instructions as is
customary for the Depository on behalf of any person having a beneficial interest in a Global
Warrant Certificate, the Warrant Agent shall cause, in accordance with the standing instructions
and procedures existing between the Depository and the Warrant Agent, the number of Warrants
represented by the Global Warrant Certificate to be reduced by the number of Warrants to be
represented by the Book-Entry Warrants to be issued in exchange for the beneficial interest of such
person in the Global Warrant Certificate and, following such reduction, the Warrant Agent shall
register in the name of the holder a Book-Entry Warrant and deliver to said Warrant holder a
Warrant Statement.







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          (ii) Book-Entry Warrants issued in exchange for a beneficial interest in a Global Warrant
Certificate pursuant to this Section 6(b) shall be registered in such names as the
Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Warrant Agent. The Warrant Agent shall deliver such Warrant Statements to the persons
in whose names such Warrants are so registered.




     (c) Transfer and Exchange of Book-Entry Warrants. Book-Entry Warrants surrendered for
exchange or for registration of transfer shall be cancelled by the Warrant Agent. Such cancelled
Book-Entry Warrants shall then be disposed of by or at the direction of the Company in accordance
with applicable law. When Book-Entry Warrants are presented to or deposited with the Warrant Agent
with a written request:



          (i) to register the transfer of the Book-Entry Warrants; or




          (ii) to exchange such Book-Entry Warrants for an equal number of Book-Entry Warrants of other
authorized denominations,



then in each case the Warrant Agent shall register the transfer or make the exchange as requested
if its requirements for such transactions are met; provided, however, that the Warrant Agent has
received a written instruction of transfer in form satisfactory to the Warrant Agent, duly executed
by the holder thereof or by the duly appointed legal representative thereof or by his attorney,
duly authorized in writing.




     (d) Exchange or Transfer of a Book-Entry Warrant for a Beneficial Interest in a Global
Warrant Certificate. Upon receipt by the Warrant Agent of appropriate written instruments of
transfer with respect to a Book-Entry Warrant, in form satisfactory to the Warrant Agent, together
with written instructions directing the Warrant Agent to make, or to direct the Depository to make,
an endorsement on the Global Warrant Certificate to reflect an increase in the number of Warrants
represented by the Global Warrant Certificate equal to the number of Warrants represented by such
Book-Entry Warrant (such instruments of transfer and instructions to be duly executed by the holder
thereof or the duly appointed legal representative thereof or by his attorney, duly authorized in
writing, such signatures to be guaranteed by an eligible guarantor institution to the extent
required by the Warrant Agent or the Depositary), then the Warrant Agent shall cancel such
Book-Entry Warrant on the Warrant Register and cause, or direct the Depository to cause, in
accordance with the standing instructions and procedures existing between the Depository and the
Warrant Agent, the number of Warrants represented by the Global Warrant Certificate to be increased
accordingly. If no Global Warrant Certificates are then outstanding, the Company shall issue, and
the Warrant Agent shall countersign, a new Global Warrant Certificate representing the appropriate
number of Warrants.



     (e) Restrictions on Transfer and Exchange of Global Warrant Certificates.
Notwithstanding any other provisions of this Warrant Agreement (other than the provisions set forth
in Section 6(f) hereof), unless and until it is exchanged in whole for a Book-Entry
Warrant, a Global Warrant Certificate may not be transferred as a whole except by the Depository to
a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to a successor Depository or a nominee
of such successor Depository.



     (f) Book-Entry Warrants. If at any time:



          (i) the Depository for the Global Warrant Certificates notifies the Company that the
Depository is unwilling or unable to continue as Depository for the Global Warrant Certificates and
a successor Depository for the Global Warrant Certificates is not appointed by the Company within
90 days after delivery of such notice; or




          (ii) the Company, in its sole discretion, notifies the Warrant Agent in writing that all
Warrants shall be exclusively in the form of Book-Entry Warrants, then the Warrant Agent, upon
receipt of written instructions signed by an Appropriate Officer of the Company and all other
necessary information, shall






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register Book-Entry Warrants, in an aggregate number equal to the number of Warrants
represented by the Global Warrant Certificates, in exchange for such Global Warrant Certificates,
in such names and in such amounts as directed by the Depository or, in the absence of instructions
from the Depository, the Company.




     (g) Cancellation of Global Warrant Certificate. At such time as all beneficial
interests in Global Warrant Certificates have either been exchanged for Book-Entry Warrants,
redeemed, exercised, repurchased or cancelled, all Global Warrant Certificates shall be returned
to, or cancelled and retained pursuant to applicable law by, the Warrant Agent, upon written
instructions from the Company reasonably satisfactory to the Warrant Agent.



     (h) Obligations with Respect to Transfers and Exchanges of Warrants.



          (i) To permit registrations of transfers and exchanges, the Company shall execute and the
Warrant Agent is hereby authorized to countersign Global Warrant Certificates and the Warrant Agent
is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of
Sections 3 and 4 hereof and this Section 6 and for the purpose of any
distribution of additional Global Warrant Certificates contemplated by Section 12 hereof.




          (ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of
transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid
obligations of the Company, entitled to the same benefits under this Warrant Agreement as the
Book-Entry Warrants or Global Warrant Certificates surrendered upon such registration of transfer
or exchange.




          (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant
Certificate, the Depository or such nominee, as the case may be, may be treated by the Company, the
Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or holder of the
Warrants represented by such Global Warrant Certificate for all purposes under this Warrant
Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of
a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrant, owners of
beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants
registered in their names, and will not receive or be entitled to receive physical delivery of any
such Warrants and will not be considered the owners or holders thereof under the Warrants or this
Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such
Warrants, will have any responsibility or liability for any aspect of the records relating to
beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing
any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from
giving effect to any written certification, proxy or other authorization furnished by the
Depository or impair the operation of customary practices of the Depository governing the exercise
of the rights of a holder of a beneficial interest in a Global Warrant Certificate.




          (iv) Subject to Sections 6(b), (c) and (d) hereof and this Section
6(h), the Warrant Agent shall, upon receipt of all information required to be delivered
hereunder, from time to time register the transfer of any Book-Entry Warrants in the Warrant
Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon
surrender of the Global Warrant Certificates representing such Warrants at the Warrant Agent office
designated for such purpose, which shall be located at 480 Washington Boulevard, 29th
Floor, Jersey City, NJ 07310 or such other location in the United States as the Warrant Agent shall
determine; provided that the Warrant Agent provides written notice of such determination to the
Company and the Warrant holders (the “Warrant Agent Office”), duly endorsed, and
accompanied by a completed form of assignment (or with respect to a Book-Entry Warrant, only such
completed form of assignment), duly signed by the holder thereof or by the duly appointed legal
representative thereof or by a duly authorized attorney, such signature to be guaranteed by an
eligible guarantor institution to the extent required by the Warrant Agent or the Depositary.







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     Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant
Statement, as the case may be, shall be issued to the transferee.



     SECTION 7 Acknowledgment; Securities Law Compliance. Each Warrant holder, by
its acceptance of any Warrant under this Warrant Agreement, acknowledges and agrees that the
Warrants were issued, and the Warrant Shares issuable upon exercise thereof shall be issued,
pursuant to an exemption from the registration requirement of Section 5 of the Securities Act
provided by Section 1145 of the Bankruptcy Code, and to the extent that a Warrant holder (or holder
of Warrant Shares) is an “underwriter” as defined in Section 1145(b)(1) of the Bankruptcy Code,
such holder may not be able to sell or transfer any Warrants or Warrant Shares in the absence of an
effective registration statement under the Securities Act or an exemption from registration
thereunder. Notwithstanding anything contained herein (but without limiting or modifying any
express obligation of the Warrant Agent hereunder), the Warrant Agent shall not be under any duty
or responsibility to ensure compliance by the Company, any Warrant holder (or holder of Warrant
Shares) or any other person with any applicable federal or state securities or bankruptcy laws.



     SECTION 8 Terms of Warrants; Exercise of Warrants.



     (a) Subject to the terms of this Warrant Agreement, each Warrant holder shall have the right,
which may be exercised at any time, and from time to time, in whole or in part, during the period
commencing on the date of original issuance of the Warrant Certificates pursuant to the terms of
this Warrant Agreement and ending at 5:00 p.m. New York City time, on October 1, 2020 (the
“Expiration Date”), to exercise each Warrant and receive from the Company the number of
fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive
on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such
Warrant Shares. The Company shall, promptly after the Expiration Date, provide the Warrant Agent
with written notice of the Expiration Date. In addition, prior to the delivery of any Warrant
Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the
Company shall comply with all applicable federal and state laws, rules and regulations which
require action to be taken by the Company.



     (b) Subject to the adjustments set forth in Section 12, each Warrant, when exercised,
will entitle the holder thereof to purchase one share of Common Stock at the Exercise Price then in
effect for such share of Common Stock. Each Warrant not exercised pursuant to this Warrant
Agreement prior to the Expiration Date shall become void and all rights thereunder and all rights
in respect thereof under this Warrant Agreement shall cease as of 5:00 p.m., New York City time, on
the Expiration Date.



     (c) Subject to the terms and conditions set forth herein, the holder of Warrants may, until
5:00 p.m. New York City time, on the Expiration Date, exercise, in whole or in part, at any time
or from time to time, such holder’s right to purchase Warrant Shares by:



          (i) providing written notice of such election (a “Warrant Exercise Notice”) to
exercise the Warrants to the Company and Warrant Agent at the Warrant Agent Office, by overnight
courier no later than 5:00 p.m. New York City time, on the Expiration Date, which Warrant Exercise
Notice shall be in the form of an election to purchase Warrant Shares substantially in the form set
forth either (x) in Exhibit B-1 hereto, properly completed and duly executed by the holder,
provided that such written notice may only be submitted by a holder with respect to Book-Entry
Warrants; or (y) in Exhibit B-2 hereto, properly completed and duly executed by the holder,
provided that such written notice may only be submitted with respect to Warrants held through the
book-entry facilities of the Depositary, by or through persons that are direct participants in the
Depositary;




          (ii) delivering no later than 5:00 p.m., New York City time, on the business day immediately
prior to the applicable Settlement Date (as defined below), such Warrants to the Warrant Agent by
book-entry transfer through the facilities of the Depository, if such Warrants are represented by a
Global Warrant Certificate; and



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          (iii) subject to Section 8(h) below, paying the applicable aggregate Exercise Price
for all Warrants being exercised (the “Exercise Amount”), together with all applicable
taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is
referred to for all purposes under this Warrant Agreement as the “Settlement Date”.




     (d) For purposes of this Section 8, the following terms shall have the meanings set
forth below:



     “Closing Price” means on any particular date (a) if the Warrant Shares are then listed
or quoted on a Trading Market, (i) the closing price per share of Warrant Shares on such date on
the principal Trading Market (as reported by Bloomberg L.P. or a similar organization or agency
succeeding to its functions of reporting prices) or (ii) if there shall have been no sales of
Warrant Shares on such principal Trading Market on such day, the average of the reported closing
bid and asked prices per share of Warrant Shares on such principal Trading Market (as reported by
Bloomberg L.P. or a similar organization or agency succeeding to its functions of reporting
prices), (b) if the Warrant Shares are not then listed or quoted on a Trading Market and if prices
for the Warrant Shares are then reported in the “pink sheets” published by Pink OTC Markets, Inc.
(or a similar organization or agency succeeding to its functions of reporting prices), the average
of the reported closing bid and asked prices per share of Warrant Shares so reported or (c) if the
shares of Warrant Shares are not then publicly traded the fair market value as of such date of a
share of Warrant Shares as reasonably determined in good faith by the Board of Directors of the
Company.



     “Trading Day” means (a) if the Warrant Shares are listed or quoted on a Trading
Market, a day on which the principal Trading Market is open for business or (b) if the Warrant
Shares are not listed or quoted on a Trading Market, a business day.



     “Trading Market” means any of the following markets or exchanges on which the Warrant
Shares are listed or quoted for trading on the date in question: the NYSE Amex Equities, the Nasdaq
Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange or the OTC Bulletin Board.



     (e) To the extent a Warrant Exercise Notice is delivered in respect of a Warrant prior to 5:00
p.m., New York City time, on the Expiration Date, but the deliveries and payments specified in
Sections 8(a)(ii) and 8(a)(iii) above are effected thereafter but no later than
5:00 p.m., New York City time, on the Settlement Date, the Warrants shall be nonetheless deemed
exercised prior to the Expiration Date for the purposes of this Warrant Agreement.



     (f) Subject to the adjustments set forth in Section 12 hereof, each Warrant, when
exercised, will entitle the holder thereof to purchase one share of Common Stock at the Exercise
Price then in effect. Each Warrant not exercised pursuant to this Warrant Agreement prior to 5:00
p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and
all rights in respect thereof under this Warrant Agreement shall cease as of such time.



     (g) Subject to Section 8(h), the Exercise Amount shall be payable in lawful
money of the United States of America either (i) by certified or official bank check made payable
to the order of the Company or (ii) by wire transfer in immediately available funds to an account
arranged with the Company prior to exercise.



     (h) In connection with the exercise of Warrants by the holder thereof, such holder shall have
the right, in lieu of paying the Exercise Amount for such Warrants in cash (a “Cashless
Exercise”), subject to the provisions of this Warrant Agreement, to instruct the Company to
reduce the number of Warrant Shares issuable to such holder upon exercise of such Warrants by
delivering to such holder a number of Warrant Shares determined in accordance with the following
formula:




	 	 	 	 	 	 	 	 	 

	Warrant Shares

	 	=
	 	(C – P)
	 	x
	 	W
	 

	 	 	 	 	 	 	 	 
	Issuable Following a 

Cashless Exercise

	 	 	 	C	 	 	 	 






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     For purposes this Section 8(h), the above symbols shall have the following meanings
with respect to an exercise of Warrants by a holder thereof:



     “W” means the aggregate number of Warrant Shares issuable to such holder upon exercise of such
Warrants prior to any reduction pursuant to this Section 8(h);



     “P” means the Exercise Price applicable to the exercise of such Warrants; and



     “C” means the Closing Price on the date of exercise of such Warrants.



     For purposes of Rule 144 under the Securities Act (17 CFR §230.144), the Company agrees that
the exercise of Warrants in accordance with the Cashless Exercise option shall be deemed to be a
conversion of such Warrants, pursuant to the terms hereof, into Warrant Shares.



     (i) Any exercise of a Warrant pursuant to the terms of this Warrant Agreement shall be
irrevocable and shall constitute a binding agreement between the holder and the Company,
enforceable in accordance with its terms; provided that a holder may condition its exercise of a
Warrant on the consummation of a Reorganization Event (as defined below).



     (j) The Warrant Agent shall:



          (i) Examine all Warrant Exercise Notices and all other documents delivered to it by or on
behalf of holders as contemplated hereunder to ascertain whether, on their face, such Warrant
Exercise Notices and any such other documents have been executed and completed in accordance with
their terms;




          (ii) where a Warrant Exercise Notice or other document appears on its face, in the Warrant
Agent’s reasonable judgment, to have been improperly completed or executed or some other
irregularity in connection with the exercise of the Warrant exists, the Warrant Agent shall
endeavor to inform the appropriate parties (including the person submitting such instrument) of the
need for fulfillment of all requirements, specifying those requirements which appear to be
unfulfilled;




          (iii) inform the Company of and cooperate with and assist the Company in resolving any
reconciliation problems relating to the Warrant Exercise Notices received and delivery of Warrants
to the Warrant Agent’s account;




          (iv) advise the Company, no later than three business days after receipt of a Warrant Exercise
Notice, of (x) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in
accordance with the terms and conditions of this Warrant Agreement, (y) the instructions with
respect to delivery of the Warrant Shares, subject to the timely receipt from the Depository of the
necessary information, and (z) such other information as the Company shall reasonably require; and




          (v) subject to the Warrant Shares being made available to the Warrant Agent by or on behalf of
the Company for delivery to the Depository, liaise with the Depository and endeavor to effect such
delivery to the relevant accounts at the Depository in accordance with its requirements.




     (k) All questions as to the validity, form and sufficiency (including time of receipt) of a
Warrant exercise shall be reasonably determined by the Company in good faith, which determination
shall be final and binding. The Warrant Agent shall incur no liability for or in respect of and,
except to the extent such liability arises from the Warrant Agent’s gross negligence, willful
misconduct or bad faith (each as determined by a final, non appealable order of a court of
competent jurisdiction), shall be indemnified and held harmless by the Company for acting or
refraining from acting upon, or as a result of such determination by the Company. The Company
reserves the right to reject any and all Warrant Exercise Notices not in proper form. Such
determination by the Company shall be final and binding on the holders,



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absent manifest error. Moreover, the Company reserves the absolute right to waive any of the
conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any
particular exercise of Warrants. Neither the Company nor, subject to Section 8(j) above,
the Warrant Agent shall be under any duty to give notice to the holders of the Warrants of any
irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to
give such notice.




     (l) As soon as reasonably practicable after the exercise of any Warrant, the Company shall
issue, or otherwise deliver, in authorized denominations to or upon the order of the holder of such
Warrant either:



          (i) if such holder holds the Warrants being exercised through the Depository’s book-entry
transfer facilities, by same-day or next-day credit to the Depository for the account of such
holder or for the account of a participant in the Depository the number of Warrant Shares to which
such holder is entitled, in each case registered in such name and delivered to such account as
directed in the Warrant Exercise Notice by such holder or by the direct participant in the
Depository through which such holder is acting; or




          (ii) if such holder holds the Warrants being exercised in the form of Book-Entry Warrants, a
book-entry interest in the Warrant Shares registered on the books of the transfer agent for the
Company’s Common Stock (such agent, in such capacity, as may from time to time be appointed by the
Company, the “Transfer Agent”) or, at the Company’s option, by delivery to the address
designated by such holder in its Warrant Exercise Notice of a physical certificate or certificates
representing the number of Warrant Shares to which such holder is entitled, in fully registered
form, registered in such name or names as may be directed by such holder. Such Warrant Shares shall
be deemed to have been issued and any person so designated to be named therein shall be deemed to
have become a holder of record of such Warrant Shares as of the close of business on the date of
the delivery thereof.




     Warrants shall be exercisable during the period provided for in Section 8(a) at the
election of the holder thereof, either as an entirety or from time to time for a portion of the
number of Warrant Shares issuable upon exercise of such Warrants. If less than all of the Warrants
evidenced by a Global Warrant Certificate surrendered upon the exercise of Warrants are exercised
at any time prior to 5:00 p.m., New York City time, on the Expiration Date, a new Global Warrant
Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the
Global Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to
countersign the new Global Warrant Certificate(s) pursuant to the provisions of Section 5
hereof and this Section 8. The person in whose name any certificate or certificates for the
Warrant Shares are to be issued (or such Warrant Shares are to be registered, in the case of a
book-entry transfer) upon exercise of a Warrant shall be deemed to have become the holder of record
of such Warrant Shares on the date such Warrant Exercise Notice is delivered.



     (m) For purposes of this Warrant Agreement, a “business day” means any day other than
a Saturday, Sunday or a day on which banking institutions in the State of New York or New Jersey
are authorized or obligated by law, regulation or executive order to close or remain closed. In
accordance with Section 14 hereof, no fractional shares shall be issued upon exercise of
any Warrants.



     (n) All Global Warrant Certificates surrendered upon exercise of Warrants shall be cancelled
by the Warrant Agent. Such cancelled Global Warrant Certificates shall then be disposed of by or at
the direction of the Company in accordance with applicable law. The Warrant Agent shall (x) advise
an authorized representative of the Company as directed by the Company by the end of each day or on
the next business day following each day on which Warrants were exercised, of (i) the number of
shares of Warrant Shares issued upon exercise of a Warrant, (ii) the delivery of Global Warrant
Certificates evidencing the balance, if any, of the shares of Common Stock issuable after such
exercise of the Warrant and (iii) such other information as the Company shall reasonably require
and (y) concurrently pay to the Company all funds received by the Warrant Agent in payment of the
aggregate Exercise Price. The Warrant Agent shall confirm such information to the Company in
writing.



9









 





     (o) The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or
received hereunder, and, if requested, provide, at the Company’s expense, copies thereof to any
registered holder of the Warrants requesting, in writing, such copy prior to 5:00 p.m., New York
City time, on the Expiration Date. The Company shall supply the Warrant Agent from time to time
with such numbers of copies of this Warrant Agreement as the Warrant Agent may reasonably request.



     SECTION 9 Payment of Taxes. No service charge shall be made to any holder of a Warrant
for any exercise, exchange or registration of transfer of Warrants, and the Company will pay all
documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of
Warrants; provided, however, that neither the Company nor the Warrant Agent shall be required to
pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of
Warrant Shares or any certificates for Warrant Shares in a name other than that of the registered
holder of a Warrant surrendered upon the exercise of a Warrant, and the Company and the Warrant
Agent shall not be required to issue or deliver such Warrant Shares or the certificates
representing the Warrant Shares unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company and the Warrant Agent that such tax has been paid. The Warrant Agent
shall have no duty to deliver such Warrants Shares or the certificates representing such Warrant
Shares unless and until the Warrant Agent is reasonably satisfied that all such taxes and charges
have been paid.



     SECTION 10 Mutilated or Missing Warrant Certificates. The Company may issue and the
Warrant Agent shall countersign, upon receipt of evidence satisfactory to the Company and the
Warrant Agent of the loss, theft, mutilation or destruction of the Global Warrant Certificate in
lieu of the Global Warrant Certificate, a new warrant certificate of like tenor and amount in the
place of any Global Warrant Certificate theretofore issued by it, alleged to have been lost,
stolen, mutilated or destroyed, and the Company and the Warrant Agent may require the owner of the
lost, stolen, mutilated or destroyed certificate, or such owner’s legal representative, to give the
Company and the Warrant Agent an executed affidavit or indemnity agreement reasonably satisfactory
in form and substance to the Company and the Warrant Agent and a bond sufficient to indemnify them
against any claim that may be made against it on account of the alleged loss, theft or destruction
of any such Global Warrant Certificate or the issuance of such new certificate.



     SECTION 11 Reservation of Shares of Common Stock.



     (a) The Company will at all times reserve and keep available out of the aggregate of its
authorized but unissued shares of Common Stock, for the purpose of enabling it to satisfy any
obligation to issue shares of Common Stock upon exercise of Warrants, the maximum number of shares
of Common Stock that may then be deliverable upon the exercise of all outstanding Warrants, and the
Transfer Agent is hereby irrevocably authorized and directed at all times to reserve such number of
authorized and unissued or treasury shares of Common Stock as shall be required for such purpose.
The Company will keep a copy of this Warrant Agreement on file with the Transfer Agent and with
every transfer agent for any securities issuable upon exercise of Warrants. The Warrant Agent is
hereby irrevocably authorized and directed to requisition from time to time from the Transfer Agent
stock certificates issuable upon exercise of outstanding Warrants. The Company will supply the
Transfer Agent with duly executed stock certificates for such purpose and will, when necessary to
comply with this Warrant Agreement, upon request, provide or otherwise make available any cash that
may be payable as provided in Section 14. The Company will furnish the Transfer Agent with
a copy of all notices of adjustments and certificates related thereto, transmitted by the Company
to the Warrant Agent and each holder. The Warrant Agent shall have no duty or obligation to
investigate or confirm the accuracy of the information or the genuineness of the signatures
contained in such notices or certificates.



     (b) The Company covenants that all shares of Common Stock that may be issued upon exercise of
Warrants will be, upon payment of the aggregate Exercise Price and issuance thereof, duly
authorized,



10









 




validly issued, fully paid, nonassessable, free of preemptive rights and free from all taxes,
liens, charges and security interests with respect to the issue thereof (other than any liens,
charges and security interests created by the Warrant holder or the person to which the shares of
Common Stock are to be issued).




     SECTION 12 Adjustments. The number of shares of Common Stock for which a Warrant is
exercisable and the Exercise Price shall be subject to adjustment from time to time as set forth in
this Section 12.



     (a) Stock Dividends, Subdivisions, Combinations, Recapitalizations and
Reclassification.



          (i) If at any time the Company shall: (A) pay a dividend on its Common Stock (or make some
other distribution on its Common Stock) consisting of shares of Common Stock, (B) subdivide its
outstanding shares of Common Stock into a larger number of shares of Common Stock, or (C) combine
its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the
number of shares of Common Stock or other shares of capital stock for which a Warrant is
exercisable shall be adjusted so that the holder of each Warrant shall be entitled upon exercise to
receive the number of shares of Common Stock or other shares of capital stock that such Warrant
holder would have owned or have been entitled to receive after the happening of any of the events
described above, had such Warrant been exercised immediately prior to the happening of such event
(or, in the case of a dividend or distribution of Common Stock, immediately prior to the record
date therefor). An adjustment made pursuant to this Section 12(a) shall become effective
immediately upon and contemporaneously with the effectiveness of such event.




          (ii) Whenever the number of shares of Common Stock purchasable upon the exercise of any
Warrant is adjusted as herein provided in Section 12(a), the Exercise Price shall
be adjusted to equal (A) the Exercise Price immediately prior to such adjustment multiplied by the
number of shares of Common Stock for which a Warrant is exercisable immediately prior to such
adjustment divided by (B) the number of shares of Common Stock for which a Warrant is exercisable
immediately after such adjustment.




     (b) Extraordinary Dividends or Distributions. If the Company, at any time after the
date of this Warrant Agreement, pays a dividend or makes a distribution in securities or other
non-cash assets to the holders of Common Stock (in their capacity as such) or other shares of
capital stock into which the Warrants are convertible, other than (i) a dividend or distribution
described in Section 12(a)(i)(A), or (ii) distributions made to the holders
of Common Stock upon the consummation of a Reorganization Event (any such non-excluded dividends or
distributions, an “Extraordinary Dividend”), then the Exercise Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, dollar-for-dollar by
the fair market value (as reasonably determined in good faith by the Board of Directors of the
Company, without regard to any illiquidity or minority discounts) of any securities or other assets
paid or distributed on each share of Common Stock in respect of such Extraordinary Dividend.



     (c) Other Provisions Applicable to Adjustments under this Section. The following
provisions shall be applicable to the making of adjustments of the number of shares of Warrant
Shares for which a Warrant is exercisable and the Exercise Price provided for in this Section
12:



          (i) When Adjustments to Be Made. The adjustments required by this Section 12
shall be made whenever and as often as any specified event requiring an adjustment shall occur. For
the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence. All calculations shall be made to the nearest cent and to
the nearest one-thousandth of a share, as the case may be.




          (ii) Fractional Interests. In computing adjustments pursuant to this Section
12 (but subject to Section 14), fractional interests in Common Stock shall be
taken into account to the nearest 1/1000th of a share.







11









 








          (iii) Adjustments Not Made as of Settlement Date. If the adjustments required by this
Section 12 have not been made by the Settlement Date, and the shares to be received by a
Warrant holder on settlement are not entitled to participate in the relevant distribution or
transaction (because they were not held on a related record date or otherwise), then the Company
will adjust the number of shares that the Company will deliver to such Warrant holder in respect of
the relevant Trading Day to reflect the relevant distribution or transaction.




          (iv) When No Adjustment Required. No adjustment need be made under this Section
12 for any issuance of options, equity or equity-based grants or other securities pursuant to
the Company’s Management Equity Incentive Program (as defined in the Plan).




     (d) Reorganization, Reclassification, Merger or Consolidation of the Company.



          (i) If a Reorganization Event shall occur, as a condition to the consummation of such
Reorganization Event, effective provisions shall be made in the certificate of incorporation or
articles of incorporation of the continuing or surviving or acquiring or resulting entity, or in
any contract or agreement providing for such Reorganization Event, so that so long as any Warrant
remains outstanding, each Warrant, upon the exercise thereof at any time after the consummation of
such Reorganization Event, shall be exercisable into (at an initial Exercise Price equal to the
Exercise Price in effect immediately prior to such Reorganization Event), in lieu of the Warrant
Shares issuable upon such exercise prior to such consummation, solely the amount of cash,
securities or other property (”Substituted Property”) receivable pursuant to such
Reorganization Event by a holder of the number of shares of Warrant Shares for which a Warrant is
exercisable immediately prior to the effective time of such Reorganization Event assuming such
holder of Warrant Shares did not exercise its rights of election, if any, as to the kind or amount
of Substituted Property receivable upon such Reorganization Event (provided that, if the kind or
amount of Substituted Property receivable upon such Reorganization Event is not the same for each
share of Warrant Shares in respect of which such rights of election shall not have been exercised
(“nonelecting share”), then for the purposes of this Section 12(d)(i) the kind and
amount of Substituted Property receivable upon such Reorganization Event for each nonelecting share
shall be deemed to be the kind and amount so receivable per share by a plurality of the electing
shares). The provisions set forth herein providing for adjustments and otherwise for the protection
of the holders of Warrants shall thereafter continue to be applicable on an as nearly equivalent
basis as may be practicable and any such continuing or surviving or acquiring or resulting entity
shall expressly assume all of the obligations of the Company set forth herein to the extent
applicable.




          (ii) For purposes hereof, a “Reorganization Event” shall mean any transaction which
the Company enters into constituting (i) a consolidation, merger, share exchange or similar
transaction of the Company with or into another person pursuant to which the Common Stock is
changed into, converted into or exchanged for cash, securities or other property (whether of the
Company or another person); (ii) a reorganization, recapitalization or reclassification or similar
transaction in which the Common Stock is exchanged for securities other than Common Stock (other
than in circumstances covered by Section 12(a)); or (iii) a statutory exchange of the
outstanding shares of Common Stock for securities of another person (other than in connection with
a consolidation, merger, share exchange or other similar transaction).




     (e) Certain Limitations. Notwithstanding anything herein to the contrary, the Company
agrees not to enter into any transaction which, by reason of any adjustment hereunder, would cause
the Exercise Price to be less than the par value per share of Common Stock (if any) unless the
Company shall take such corporate action in order that the Company may validly and legally issue
fully paid and nonassessable shares of such Common Stock at such adjusted Exercise Price.



     (f) Notice to Warrant Agent. All adjustments made pursuant to this Section 12 shall
be made solely by the Company, and the Company shall promptly provide the Warrant Agent with
written notice of any such adjustment. The Warrant Agent shall be fully protected in relying on
such written notice and



12









 




on any adjustment or statement contained therein. The Warrant Agent has no duty to determine
when an adjustment under this Section 12 should be made (if at all) or how any such adjustment
should be made. The Warrant Agent makes no representation as to the validity or value of any
securities or assets issued upon exercise of Warrants. The Warrant Agent shall not be responsible
for any failure by the Company to comply with this Section 12. The Warrant Agent shall have no
duty or liability with respect to, and shall not be deemed to have knowledge of, any adjustment
under this Section 12 until it has received written notice thereof from the Company.




     SECTION 13 Priority Adjustments, Further Actions. If any single action would require
adjustment of the Exercise Price pursuant to more than one subsection of Section 12 hereof,
only one adjustment shall be made and such adjustment shall be the amount of adjustment that has
the highest, relative to the rights and interests of the holders of the Warrants then outstanding,
absolute value.



     SECTION 14 Fractional Shares. The Company shall not be required to issue fractional
shares of Common Stock upon the exercise of the Warrants if it elects, if otherwise permitted, to
make a cash payment in respect of any final fraction of a share upon such exercise (after
aggregating all fractional shares of each holder). If more than one Warrant shall be presented for
exercise at the same time by the same holder, the number of full shares of Common Stock that shall
be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of
shares of Common Stock purchasable on exercise of all of the Warrants so presented. If any fraction
of a share of Common Stock would, except for the provisions of this Section 14, be issuable
on the exercise of any Warrants (or specified portion thereof), the Company shall notify the
Warrant Agent in writing of the amount to be paid in lieu of the fraction of a share of Common
Stock and concurrently pay or provide to the Warrant Agent for payment to the Warrant holder an
amount in cash equal to the product of (i) such fraction of a share of Common Stock and (ii) the
Closing Price of a share of Common Stock for the Trading Day immediately preceding the date the
Warrant was presented for exercise pursuant to Section 8 hereof. The Warrant Agent shall be
fully protected in relying on such notice and shall have no duty with respect to, and shall not be
deemed to have knowledge of, any payment for Warrant Shares under any Section of this Warrant
Agreement relating to the payment of fractional Warrant Shares unless and until the Warrant Agent
shall have received such notice and sufficient monies.



     SECTION 15 Warrant Holders not Stockholders. Nothing contained in this Warrant
Agreement or in any of the Global Warrant Certificates shall be construed as conferring upon the
holders of any Warrant (solely in its capacity as a holder of a Warrant) (i) the right to vote or
to consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter for which stockholders are entitled to
vote or to attend any such meetings or any other proceedings of the holders of Common Stock; (ii)
without limiting the provisions of Section 12 hereof, the right to receive any cash
dividends, stock dividends, allotments or rights or other distributions paid, allotted or
distributed or distributable to the holders of Common Stock prior to, or for which the relevant
record date precedes, the date of the exercise of such Warrant; or (iii) any other rights
whatsoever as stockholders of the Company. The Warrant Agent shall have no duty to monitor or
enforce compliance with this provision.



     SECTION 16 No Redemption. The Company shall not have any right to redeem any of the
Warrants evidenced hereby.



     SECTION 17 Merger, Consolidation or Change of Name of Warrant Agent. Any person into
which the Warrant Agent may be merged or converted or with which it may be consolidated, or any
person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a
party, or any person succeeding to all or substantially all of the shareowner services, corporate
trust or agency business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act on the part of any of the
parties hereto. If, at the time such successor to the Warrant Agent by merger or consolidation
succeeds to the agency created by this



13









 




Warrant Agreement, any of the Global Warrant Certificates shall have been countersigned but
not delivered, any such successor to the Warrant Agent may adopt the countersignature of the
original Warrant Agent; and if, at that time any of the Global Warrant Certificates shall not have
been countersigned, any such successor to the Warrant Agent may countersign such Global Warrant
Certificates either in the name of the predecessor Warrant Agent or in the name of the successor
Warrant Agent; and in all such cases such Global Warrant Certificates shall have the full force and
effect provided in the Global Warrant Certificates in this Warrant Agreement. If at any time the
name of the Warrant Agent shall be changed and at such time any of the Global Warrant Certificates
shall have been countersigned but not delivered, the Warrant Agent whose name has changed may adopt
the countersignature under its prior name; and if at that time any of the Global Warrant
Certificates shall not have been countersigned, the Warrant Agent may countersign such Global
Warrant Certificates either in its prior name or in its changed name; and in all such cases such
Global Warrant Certificates shall have the full force provided in the Global Warrant Certificates
and in this Warrant Agreement.




     SECTION 18 Warrant Agent. The Warrant Agent undertakes only the duties and obligations
expressly imposed by this Warrant Agreement upon the following terms and conditions, by all of
which the Company and the holders of Warrants, by their acceptance thereof, shall be bound:



     (a) The Warrant Agent may rely conclusively and shall be protected in acting upon any order,
judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by or who may be an employee of the Warrant Agent or one of its affiliates), statement,
instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability and of information
therein contained) which is believed by the Warrant Agent, in the absence of bad faith, to be
genuine and to be signed or presented by the proper person or persons as set forth in Section
18(d).



     (b) The Warrant Agent shall have no duties, responsibilities or obligations as the Warrant
Agent except those which are expressly set forth herein, and in any modification or amendment
hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or
obligations shall be implied or inferred. Without limiting the foregoing, unless otherwise
expressly provided in this Warrant Agreement, the Warrant Agent shall not be subject to, nor be
required to comply with, or determine if any Person has complied with, the Warrants or any other
agreement between or among the parties hereto, even though reference thereto may be made in this
Warrant Agreement, or to comply with any notice, instruction, direction, request or other
communication, paper or document other than as expressly set forth in this Warrant Agreement.



     (c) The statements contained herein and in the Global Warrant Certificates shall be deemed to
be statements of the Company only. The Warrant Agent assumes no responsibility for the accuracy or
correctness of any of the same and shall not be required to verify the same.



     (d) Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent
deems it necessary or desirable that any fact or matter be proved or established by the Company
prior to taking, suffering or omitting to take any action hereunder, the Warrant Agent is hereby
authorized and directed to accept written instructions with respect to the performance of its
duties hereunder from an Appropriate Officer and to apply to the Appropriate Officers for advice or
instructions in connection with its duties, and such instructions shall be full authorization to
the Warrant Agent and, absent gross negligence, bad faith or willful misconduct (each as determined
by a final, non-appealable judgment of a court of competent jurisdiction), the Warrant Agent shall
not be liable for any action taken, suffered, or omitted to be taken by it in accordance with the
instructions of any such Appropriate Officer or in reliance upon any statement signed by any one of
such Appropriate Officers with respect to any fact or matter which may be deemed to be conclusively
proved and established by such signed statement. In the event the Warrant Agent reasonably
believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction,
request or other communication, paper or document received by the Warrant Agent



14









 




hereunder, or is uncertain of any action to take hereunder, the Warrant Agent, may, following
prior written notice to the Company, in its discretion, refrain from taking any action, and shall
be fully protected and shall not be liable in any way to the Company or any other person or entity
for refraining from taking such action, unless the Warrant Agent receives written instructions
signed by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction
of the Warrant Agent.




     (e) The Warrant Agent shall not be responsible for any failure of the Company to comply with
any of the covenants contained in this Warrant Agreement (including, without limitation, any
adjustment of the Exercise Price pursuant to Section 12 hereof, the authorization or
reservation of shares of Common Stock pursuant to Section 11 hereof, and the due execution
and delivery by the Company of this Warrant Agreement or any Global Warrant Certificate) or in the
Global Warrant Certificates to be complied with by the Company.



     (f) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be
counsel for the Company or an employee of the Warrant Agent), and the advice and opinion of such
counsel will be, when relied upon without bad faith by the Warrant Agent, full and complete
authorization to the Warrant Agent as to, and the Warrant Agent shall incur no liability or
responsibility to the Company or to any holder of any Warrant in respect of, any action taken,
suffered or omitted by it hereunder and in accordance with such opinion or the advice of such
counsel and in the absence of bad faith.



     (g) The Warrant Agent shall incur no liability or responsibility to the Company or to any
holder of any Warrant or to any other person for any action taken in reliance on any Global Warrant
Certificate, Warrant Statement, certificate representing shares of Common Stock, notice,
resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by
it to be genuine and to have been signed, sent or presented by the proper party or parties. The
Warrant Agent shall not be bound by any notice or demand, or any waiver, modification, termination
or revision of this Warrant Agreement or any of the terms hereof, unless evidenced by a writing
between and signed by, the Company and the Warrant Agent. The Warrant Agent shall not be required
to take instructions or directions except those given in accordance with this Warrant Agreement.



     (h) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it
or perform any duty hereunder either itself or by or through its attorneys, accountants, agents or
other experts, and the Warrant Agent will not be answerable or accountable for any act, default,
neglect or unintentional misconduct of any such attorneys or agents or for any loss to the Company
or the holders of the Warrants resulting from any such act, default, neglect or unintentional
misconduct, absent gross negligence, willful misconduct or bad faith (as each is determined by a
final non-appealable order of a court of competent jurisdiction) in the selection and continued
employment or engagement thereof.



     (i) The Warrant Agent will not be under any duty or responsibility to insure compliance with
any applicable federal or state securities laws in connection with the issuance, transfer or
exchange of Global Warrant Certificates.



     (j) Notwithstanding anything to the contrary contained herein, the Warrant Agent shall not
incur any liability for not performing, or a delay in the performance of, any act, duty, obligation
or responsibility by reason of any occurrence beyond the control of the Warrant Agent (including,
without limitation, any act or provision of any present or future law or regulation or governmental
authority, any act of God, war, civil or military disobedience or disorder, riot, rebellion,
terrorism, insurrection, fire, earthquake, storm, flood, strike, work stoppage, labor dispute or
failure of any utilities or means of communication or computer (software or hardware) services).



     (k) The Company agrees to pay to the Warrant Agent reasonable compensation for all services
rendered by the Warrant Agent in the negotiation, preparation, delivery, administration, amendment
and execution of this Warrant Agreement and the exercise and performance of its duties hereunder,
to reimburse the Warrant Agent for all reasonable expenses (including reasonable counsel fees and



15









 




disbursements), taxes (including withholding taxes) and charges and other charges of any kind
and nature actually incurred by the Warrant Agent in the negotiation, preparation, administration,
amendment, execution, delivery and performance of its duties and responsibilities under this
Warrant Agreement, in each case in accordance with and subject to that certain schedule of fees,
dated August 30, 2010, delivered by the Warrant Agent to the Company, and to indemnify the Warrant
Agent and save it harmless against any and all losses, liabilities and expenses, including
judgments, damages, fines, penalties, claims, demands, costs and counsel fees and expenses, for any
action taken or omitted to be taken by the Warrant Agent, or any person acting on behalf of the
Warrant Agent, arising out of or in connection with this Warrant Agreement except as a result of
its gross negligence, bad faith or willful misconduct (each as determined by a final,
non-appealable order of a court of competent jurisdiction). The costs and expenses incurred by the
Warrant Agent in successfully enforcing this right to indemnification shall be paid by the Company
except to the extent that it is determined by a final, non-appealable order of a court of competent
jurisdiction that the Warrant Agent is not entitled to indemnification hereunder.




     (l) The Warrant Agent, shall be under no obligation to institute any action, suit or legal
proceeding or to take any other action likely to involve expense or liability unless the Company or
one or more holders of Global Warrant Certificates shall furnish the Warrant Agent with reasonable
security and indemnity for any costs and expenses which may be incurred, but this provision shall
not affect the power of the Warrant Agent to take such action as it may consider proper, whether
with or without any such security or indemnity. All rights of action under this Warrant Agreement
or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of
the Warrants or the production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as
Warrant Agent and any recovery of judgment shall be for the ratable benefit of the holders of the
Warrants, as their respective rights or interests may appear.



     (m) Except as otherwise prohibited by applicable law, the Warrant Agent, and any member,
stockholder, affiliate, director, officer or employee of the Warrant Agent, may buy, sell or deal
in any of the Warrants or other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend money to the Company
or otherwise act as fully and freely as though it were not Warrant Agent under this Warrant
Agreement, or a member, stockholder, affiliate, director, officer or employee of the Warrant Agent,
as the case may be. Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.



     (n) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties
shall be determined solely by the express provisions hereof. The Warrant Agent shall not be liable
for anything which it may do or refrain from doing in connection with this Warrant Agreement,
except for its own gross negligence, bad faith or willful misconduct (each as determined by a
final, non-appealable order of a court of competent jurisdiction); provided that notwithstanding
anything in this Warrant Agreement to the contrary, in no event shall the Warrant Agent be liable
for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever
(including, without limitation, lost profits). Notwithstanding anything contained herein to the
contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with
respect to, arising from, or arising in connection with this Warrant Agreement, or from all
services provided or omitted to be provided under this Warrant Agreement, whether in contract, or
in tort, or otherwise (in each case, other than any liability arising from or arising in connection
with willful misconduct (as determined by a final, non appealable order of a court of competent
jurisdiction) on the part of the Warrant Agent), is limited to, and shall not exceed, an amount
equal to 3x the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but
not including reimbursable expenses.



     (o) The Warrant Agent shall not at any time be under any duty or responsibility to any holder
of any Warrant to make or cause to be made any adjustment of the Exercise Price or number of the
shares of



16









 




Common Stock or other securities or property deliverable as provided in this Warrant
Agreement, or to determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with respect to the
method employed in making the same. The Warrant Agent shall not be accountable with respect to the
validity or value or the kind or amount of any shares of Common Stock or of any securities or
property which may at any time be issued or delivered upon the exercise of any Warrant or with
respect to whether any such shares of Common Stock or other securities will when issued be validly
issued and fully paid and nonassessable, and makes no representation with respect thereto. The
Warrant Agent shall not be accountable to confirm or verify the accuracy or necessity of any
calculation.




     (p) The Company agrees to perform, execute and acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments, and
assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of
the provisions of this Warrant Agreement.



     (q) The Warrant Agent shall have no responsibility or liability with respect to the validity
of this Warrant Agreement or the execution and delivery hereof (except its countersignature hereof)
or with respect to the validity or execution of any Warrant (except its countersignature thereof);
nor shall it be responsible for any breach by the Company of any covenant or condition contained in
this Warrant Agreement or in any Warrant; nor shall it be responsible to make or be liable for any
adjustments required under any provision hereof, including but not limited to Section 11
hereof, or responsible for the manner, method or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to
whether any shares of Common Stock will, when issued, be validly issued and fully paid and
nonassessable or as to the Exercise Price or the number of Warrant Shares issuable upon exercise of
any warrant.



     (r) Notwithstanding anything to the contrary contained herein, the Company shall make all
determinations with respect to Cashless Exercises, and the Warrant Agent shall have no duty or
obligation to investigate or confirm whether the Company’s determination regarding the number of
Shares to be issued in the event of a Cashless Exercise is accurate or correct. Notwithstanding
anything to the contrary contained herein, the Warrant Agent shall also have no duty or obligation
to investigate or confirm whether any determination of the Exercise Amount under Section 8
is correct or accurate.



     (s) No provision of this Warrant Agreement shall require the Warrant Agent to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder or in the exercise of its rights.



     (t) All rights and obligations contained in this Section 18 and Section 19
hereof shall survive the termination of this Warrant Agreement and the resignation, replacement or
removal of the Warrant Agent.



     SECTION 19 Expenses. All expenses incident to the Company’s performance of or
compliance with this Warrant Agreement will be borne by the Company, including, without limitation:
(i) all expenses of printing Global Warrant Certificates; (ii) messenger and delivery services and
telephone calls; (iii) all fees and disbursements of counsel for the Company; (iv) all fees and
disbursements of independent certified public accountants or knowledgeable experts selected by the
Company; and (v) the Company’s internal expenses (including, without limitation, all salaries and
expenses of their officers and employees performing legal or accounting duties).



     SECTION 20 Change of Warrant Agent.



     (a) If the Company terminates the Warrant Agent or the Warrant Agent shall become incapable of
acting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to
such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days



17









 




after it has terminated the Warrant Agent or it has been notified in writing of a resignation
or incapacity by the Warrant Agent, then any holder of a Warrant may apply to any court of
competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment
of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the
Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed
by the Company or by such a court, shall be in good standing, incorporated under the laws of any
state or of the United States of America. As soon as practicable after appointment of the successor
Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent to be
given to each of the holders of the Warrants at such holder’s address appearing on the Warrant
Register. After appointment, the successor to the Warrant Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent
without further act or deed. The former Warrant Agent shall deliver and transfer to the successor
to the Warrant Agent any property at the time held by it hereunder and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice
provided for in this Section 20, however, or any defect therein, shall not affect the
legality or validity of the appointment of a successor to the Warrant Agent.




     (b) The Warrant Agent may resign at any time and be discharged from the obligations hereby
created by so notifying the Company in writing at least thirty (30) days in advance of the proposed
effective date of its resignation. If no successor Warrant Agent accepts the engagement hereunder
by such time, the Company shall act as Warrant Agent.



     SECTION 21 Notices to the Company and Warrant Agent. Any notice or demand authorized
or permitted by this Warrant Agreement to be given or made by the Warrant Agent or by any holder of
the Warrants to or on the Company to be effective shall be in writing (including by facsimile), and
shall be deemed to have been duly given or made when delivered by hand, or two (2) business days
after being delivered to a recognized courier (whose stated terms of delivery are two (2) business
days or less to the destination of such notice), or five (5) days after being deposited in the
mail, first class and postage prepaid or, in the case of facsimile notice, when received, addressed
as follows (until another address or facsimile number is filed in writing by the Company with the
Warrant Agent):


Visteon Corporation

One Village Center Drive

Van Buren Township, Michigan 48111

Facsimile:  (734) 710-7112

Attention: Chief Financial Officer



with a copy (which shall not constitute notice) to:



Pachulski Stang Ziehl & Jones LLP

919 North Market Street, 17th Floor

Wilmington, Delaware 19899-8705

Facsimile:  (302) 652-4400

Attention:  Laura Davis Jones





James E. O’Neill

Mark M. Billion



and



Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Facsimile:  (312) 862-2200

Attention:  James H. M. Sprayregen, P.C.




18









 





James J. Mazza, Jr.

Gerald T. Nowak, P.C.

Howard Norber



and



Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Facsimile:  (212) 446-4900

Attention:  Marc Kieselstein, P.C.




Brian S. Lennon



Any notice or demand pursuant to this Warrant Agreement to be given by the Company or by any
holder(s) of the Warrants to the Warrant Agent shall be sufficiently given if sent in the same
manner as notices or demands are to be given or made to or on the Company (as set forth above) to
the Warrant Agent as follows (until another address is filed in writing by the Warrant Agent with
the Company):



Mellon Investor Services LLC

200 W. Monroe Street, Suite 1590

Chicago, IL 60606

Attention: Peter Sablich, Vice President



with a copy to:



Mellon Investor Services LLC

480 Washington Boulevard — 29th Floor

Jersey City, NJ 07310

Attention: Legal Department




     SECTION 22 Supplements and Amendments. The Company and the Warrant Agent may from time
to time supplement or amend this Warrant Agreement (a) without the approval of any holders of
Warrants in order to cure any ambiguity, manifest error or other mistake in this Warrant Agreement
or to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provision herein, or to make any other provisions in regard to matters or questions
arising hereunder that the Company may deem necessary or desirable and that shall not adversely
affect the rights or interests of the holders of Warrants or (b) with the prior written consent of
holders of the Warrants exercisable for a majority of the shares of Common Stock then issuable upon
exercise of the Warrants then outstanding; provided, however, that the consent of each holder of a
Warrant affected shall be required for any amendment of this Warrant Agreement that would (i)
increase the Exercise Price or decrease the number of shares of Common Stock purchasable upon
exercise of the Warrants, except that such consent shall not be required for any adjustment to the
Exercise Price or the number of shares of Common Stock purchasable if made pursuant to the
provisions of Section 12 hereof, (ii) alter the Company’s obligation to issue Warrant
Shares upon exercise of the underlying Warrant (other than pursuant to adjustments otherwise
provided for in this Warrant Agreement, including the adjustments provided for in Section
12 hereof), (iii) change the Expiration Date of the Warrants to an earlier date, (iv) waive the
application of the adjustment provisions contained in Section 12 in connection with any
events to which such provisions apply or otherwise modify the adjustment provisions contained in
Section 12 in a manner that would have an adverse economic impact on the holders of
Warrants, or (v) treat such holder differently in an adverse way from any other holder of Warrants.
The Warrant Agent may, but shall not be obligated to, execute



19









 




any amendment or supplement which affects the rights or changes or increases the duties or
obligations of the Warrant Agent.




     SECTION 23 Successors. All the covenants and provisions of this Warrant Agreement by
or for the benefit of the Company, the holders of the Warrants or the Warrant Agent shall bind and
inure to the benefit of their respective successors and assigns hereunder.



     SECTION 24 Termination. This Warrant Agreement shall terminate at 5:00 p.m., New York
City time, on the Expiration Date (or, at 5:00 p.m., New York City time, on the Settlement Date
with respect to any Warrant Exercise Notice delivered prior to 5:00 p.m., New York City time, on
the Expiration Date). Notwithstanding the foregoing, this Warrant Agreement will terminate on such
earlier date on which all outstanding Warrants have been exercised. The provisions of Section 18
and Section 19 shall survive such termination and the resignation or removal of the Warrant Agent.
Termination of this Warrant Agreement shall not relieve the Company or the Warrant Agent of any of
their obligations arising prior to the date of such termination or in connection with the
settlement of any Warrant exercised prior to 5:00 p.m., New York City time, on the Expiration Date.



     SECTION 25 Governing Law. This Warrant Agreement and each Warrant issued hereunder
shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be governed by and construed in accordance with the laws of the State of New York without
giving effect to conflict of laws principles. The parties hereto irrevocably consent to the
jurisdiction of the courts of the State of New York and any federal court located in such state in
connection with any action, suit or proceeding arising out of or relating to this Warrant
Agreement.



     SECTION 26 Benefits of this Warrant Agreement. This Warrant Agreement shall be for the
sole and exclusive benefit of the Company, the Warrant Agent and the holders of the Warrants, and
nothing in this Warrant Agreement shall be construed to give to any person other than the Company,
the Warrant Agent and the holders of the Warrants any legal or equitable right, remedy or claim
under this Warrant Agreement. Each holder, by acceptance of a Warrant, agrees to all of the terms
and provisions of this Warrant Agreement applicable thereto.



     SECTION 27 Counterparts. This Warrant Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.



     SECTION 28 Further Assurances. From time to time on and after the date hereof, the
Company shall deliver or cause to be delivered to the Warrant Agent such further documents and
instruments and shall do and cause to be done such further acts as the Warrant Agent shall
reasonably request (it being understood that the Warrant Agent shall have no obligation to make
such request) to carry out more effectively the provisions and purposes of this Warrant Agreement,
to evidence compliance herewith or to assure itself that it is protected hereunder.



     SECTION 29 Entire Agreement. This Warrant Agreement and the Global Warrant
Certificates constitute the entire agreement of the Company, the Warrant Agent and the holders of
the Warrants with respect to the subject matter hereof and supersede all prior agreements and
undertakings, both written and oral, among the Company, the Warrant Agent and the holders of the
Warrants with respect to the subject matter hereof. Except as expressly made herein, the Company
makes no representation, warranty, covenant or agreement with respect to the Warrants.



     SECTION 30 Severability. Wherever possible, each provision of this Warrant Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Warrant Agreement;
provided, however, that if such excluded or added provision shall affect the rights, immunities,
duties or obligations of the Warrant



20









 




Agent, the Warrant Agent shall be entitled to resign immediately upon notification in writing
to the Company.




     SECTION 31 Force Majeure. In no event shall the Warrant Agent be responsible or liable
for any failure or delay in the performance of its obligations under this Warrant Agreement arising
out of or caused by, directly or indirectly, forces beyond its reasonable control, including
without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software or hardware) services.



     SECTION 32 Customer Identification Program. Each person that is a party hereto
acknowledges that the Warrant Agent is subject to the customer identification program (“Customer
Identification Program”) requirements under the USA PATRIOT Act and its implementing regulations
(collectively, the “Patriot Act”), and that the Warrant Agent must, whenever required under
the Patriot Act, obtain, verify and record information that allows the Warrant Agent to identify
each such person. Accordingly, the Warrant Agent may request information from any such person that
will help the Warrant Agent to identify such person, including without limitation, as applicable,
such person’s physical address, tax identification number, organizational documents, certificate of
good standing or license to do business. Each person that is a party hereto agrees that, to the
extent required under the Patriot Act, the Warrant Agent cannot take certain actions under this
Warrant Agreement until the Warrant Agent verifies each such person’s identity in accordance with
the Customer Identification Program requirements (it being understood that the Warrant Agent will
use its reasonable best efforts to complete such verification as promptly as practicable).



     SECTION 33 Disclosure Regarding Incentive Compensation Program. The Company
acknowledges that The Bank of New York Mellon Corporation (“BNYM”) has adopted an incentive
compensation program designed (i) to facilitate clients gaining access to and being provided with
explanations about the full range of products and services offered by BNYM and its subsidiaries and
(ii) to expand and develop client relationships. This program may lead to the payment of referral
fees and/or bonuses by BNYM or it affiliates to employees of BNYM or its subsidiaries who may have
been involved in a referral that resulted in the execution of this Warrant Agreement, obtaining
products or services covered by this Warrant Agreement or products or services that may be
ancillary or supplemental to such products or services. Any such referral fees or bonuses are
funded solely out of fees and commissions paid under this Warrant Agreement or with respect to such
ancillary or supplemental products or services. For the avoidance of doubt, this Section 33 is
solely for disclosure purposes, and nothing contained in this Section 33 shall or shall be
deemed to require the payment of any amounts by the Company and neither the Company nor any other
person (other than BNYM and its affiliates) shall have any obligations or liabilities under or in
connection with this Section 33 or the incentive compensation program described herein.



* * * * *







21









 








     IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed,
as of the day and year first above written.



	 	 	 	 	 
	 	VISTEON CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MELLON INVESTOR SERVICES LLC,

as Warrant Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



22









 






	 	 	 	 	 



EXHIBIT A




FORM OF GLOBAL WARRANT CERTIFICATE




FORM OF FACE OF GLOBAL WARRANT CERTIFICATE




VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 1, 2020


THE SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, EXCHANGE OR OTHER TRANSFER OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THE WARRANT AGREEMENT, DATED AS OF OCTOBER 1, 2010
(THE “WARRANT AGREEMENT”), BETWEEN THE ISSUER OF THIS CERTIFICATE AND THE WARRANT AGENT
NAMED THEREIN. BY ACCEPTING ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE
RECIPIENT OF SUCH SECURITIES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE
PROVISIONS OF THE WARRANT AGREEMENT. A COPY OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN
REQUEST TO THE CORPORATE SECRETARY OF THE ISSUER OF THIS CERTIFICATE.




	 	 	 

	NO. W-1

	 	WARRANT TO PURCHASE
	 

	 	___SHARES OF COMMON
	 

	 	STOCK






VISTEON CORPORATION




WARRANT TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE



CUSIP # [_____]



DISTRIBUTION DATE: [_____], 2010



     This Global Warrant Certificate certifies that Cede & Co., or its registered assigns, is the
registered holder of a Warrant (this “Warrant”) of VISTEON CORPORATION, a Delaware
corporation (the “Company”), to purchase the number of shares of common stock, par value
$0.01 per share (“Common Stock”), of the Company set forth above (as adjusted from time to
time in accordance with the terms of the Warrant Agreement). This Global Warrant expires at 5:00
p.m., New York City time on October 1, 2020 (the “Expiration Date”) and entitles the holder
upon exercise at any time, and from time to time, in whole or in part, on or after the date of this
Warrant Certificate and prior to the Expiration Date to purchase from the Company up to the number
of fully paid and nonassessable shares of Common Stock set forth above at an exercise price of
$9.66 per share of Common Stock (as adjusted from time to time in accordance with the terms of the
Warrant Agreement, the “Exercise Price”). The Exercise Price and the number of shares of
Common Stock purchasable upon exercise of this Warrant are subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GLOBAL WARRANT CERTIFICATE SET
FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH AT THIS PLACE.



     This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.



     All capitalized terms used herein and not defined herein shall have the meanings assigned to
them in the Warrant Agreement.








 









 








     IN WITNESS WHEREOF, the Company has caused this Global Warrant Certificate to be executed by
its duly authorized officers as of the date below set forth.



Dated:                     , 2010




	 	 	 	 	 
	VISTEON CORPORATION

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	Countersigned:





MELLON INVESTOR SERVICES LLC,

as Warrant Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 


Address of Registered Holder for Notices (until changed in accordance with the Warrant Agreement):



                                                            



                                                            



                                                            



                                                            




[Signature Page to Global Warrant Certificate]





 









 








FORM OF REVERSE OF GLOBAL WARRANT CERTIFICATE





     The Warrant evidenced by this Global Warrant Certificate is a part of a duly authorized issue
of Warrants to purchase up to                      shares of Common Stock issued pursuant to the Warrant Agreement. The
Warrant Agreement is hereby incorporated by reference herein and made a part of this instrument and
is hereby referred to for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Warrant Agent, the Company and the registered holders of the
Warrants. All capitalized terms used but not defined herein shall have the meanings assigned to
them in the Warrant Agreement.



     Upon due presentment for registration of transfer of the Warrant and surrender of this Global
Warrant Certificate at the office of the Warrant Agent designated for such purpose, a new Global
Warrant Certificate or Global Warrant Certificates of like tenor and evidencing in the aggregate a
like number of Warrants shall be issued to the transferee in exchange for this Global Warrant
Certificate, subject to the limitations set forth in the Warrant Agreement, without charge except
for any applicable tax or other charge.



     Subject to Section 14 of the Warrant Agreement, the Company shall not be required to issue
fractional shares of Common Stock.



     No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act
state securities laws or other applicable law. The Warrant does not entitle the registered holder
thereof to any of the rights of a stockholder of the Company.



     The Company and Warrant Agent may deem and treat the registered holder hereof as the absolute
owner of this Global Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or the Warrant Agent) for the purpose of any
exercise hereof and for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.



     This Global Warrant Certificate is held by The Depository Trust Company (the
“Depository”) or its nominee in custody for the benefit of the beneficial owners hereof,
and is not transferable to any Person under any circumstances except that (i) this Global Warrant
Certificate may be transferred in whole pursuant to Section 6(e) of the Warrant Agreement (as
hereinafter defined) and (ii) this Global Warrant Certificate may be delivered to the Warrant Agent
for cancellation pursuant to Sections 6(g) and 8(n) of the Warrant Agreement.



     Unless this Global Warrant Certificate is presented by an authorized representative of the
Depository to the Company or the Warrant Agent for registration of transfer, exchange or payment
and any certificate issued is registered in the name of Cede & Co., or such other entity as is
requested by an authorized representative of the Depository (and any payment hereon is made to Cede
& Co. or to such other entity as is requested by an authorized representative of the Depository),
any transfer, pledge or other use hereof for value or otherwise by or to any Person is wrongful
because the registered owner hereof, Cede & Co., has an interest herein.



     No registration or transfer of the securities issuable pursuant to the Warrant will be
recorded on the books and records of the Company or the Warrant Agent until the provisions set
forth in the Warrant Agreement have been complied with.



     In the event of any conflict or inconsistency between this Global Warrant Certificate and the
Warrant Agreement, the Warrant Agreement shall control.



 









 





EXHIBIT B-1




EXERCISE FORM FOR HOLDERS

HOLDING BOOK-ENTRY WARRANTS

(To be executed upon exercise of the Warrant(s))


The undersigned hereby irrevocably elects to exercise the right, represented by the Book-Entry
Warrant(s), to purchase shares of Common Stock of Visteon Corporation and (check one or both):





	 	o	 	 herewith tenders in payment for                      shares of Common Stock an amount
of $                     by certified or official bank check made payable to the order
of Visteon Corporation or by wire transfer in immediately
available funds to an account arranged with Visteon Corporation;
and/or
	 
	 	o 	 	herewith tenders the Warrant(s) for                      shares of Common Stock
pursuant to the cashless exercise provision of Section 8 (h) of
the Warrant Agreement.




Please check below if this exercise is contingent upon the consummation of a Reorganization Event
as provided in Sections 8(i) and 12(d) of the Warrant Agreement:





	 	o 	 	 This exercise is being made in connection with a Reorganization
Event; provided, that in the event the Reorganization Event shall
not be consummated, then this exercise shall be deemed to be
revoked.




The undersigned requests that a statement representing the shares of Common Stock issued upon
exercise of the Warrant(s) be delivered in accordance with the instructions set forth below.




Dated:                     , 20____



THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.



ALL CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM
IN THE WARRANT AGREEMENT.




THE UNDERSIGNED REQUESTS THAT A STATEMENT REPRESENTING THE SHARES OF COMMON STOCK BE DELIVERED AS
FOLLOWS:




	 	 	 	 	 

	Name:
	 	 	 	  
	 
	 	 

(Please Print)
	 	  
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 	 	 




Social Security Number or Other Taxpayer Identification Number (if applicable):



                    






 









 







IF SAID NUMBER OF SHARES SHALL NOT BE ALL THE SHARES PURCHASABLE UNDER THE WARRANT(S), THE
UNDERSIGNED REQUESTS THAT NEW BOOK-ENTRY WARRANT(S) REPRESENTING THE BALANCE OF SUCH WARRANT(S)
SHALL BE REGISTERED AS FOLLOWS:




	 	 	 	 	 

	Name:
	 	 	 	  
	 
	 	 

(Please Print)
	 	  
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 	 	 




Social Security Number or Other Taxpayer Identification Number (if applicable):



                              




	 	 	 	 	 	 	 

	Signature:

	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Capacity in which Signing:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	SIGNATURE GUARANTEED BY:	 	 	 	 
	 

	 	 	 	 

	 	 






     Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a
guarantee level acceptable to the Company’s Rights Agent.



 









 





EXHIBIT B-2




EXERCISE FORM FOR HOLDERS

HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY

TO BE COMPLETED BY DIRECT PARTICIPANT

IN THE DEPOSITORY TRUST COMPANY

(To be executed upon exercise of the Warrant(s))


The undersigned hereby irrevocably elects to exercise the right, represented by Global Warrant
Certificate No. ___ held for its benefit through the book-entry facilities of The Depository Trust
Company (the “Depository”), to purchase shares of Common Stock of Visteon Corporation and (check
one or both):





	 	o 	 	herewith tenders in payment for such shares an amount of $                by
certified or official bank check made payable to the order of
Visteon Corporation or by wire transfer in immediately available
funds to an account arranged with Visteon Corporation; and/or
	 
	 	o 	 	 herewith tenders the Warrant(s) for                 shares of Common Stock
pursuant to the cashless exercise provision of Section 8 (h) of
the Warrant Agreement.




Please check below if this exercise is contingent upon the consummation of a Reorganization Event
as provided in Sections 8(i) and 12(d) of the Warrant Agreement:





	 	o 	 	This exercise is being made in connection with a Reorganization
Event; provided, that in the event the Reorganization Event shall
not be consummated, then this exercise shall be deemed to be
revoked.




The undersigned requests that the shares of Common Stock issuable upon exercise of the Warrant(s)
be in registered form in the authorized denominations, registered in such names and delivered, all
as specified in accordance with the instructions set forth below; provided, that if the
shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be
registered in the name of the Depository or its nominee.




     Dated:                     , 20___


THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU OF (1) THE WARRANT AGENT’S ACCOUNT
AT THE DEPOSITORY TO WHICH YOU MUST DELIVER YOUR WARRANT(S) ON THE EXERCISE DATE AND (2) THE
ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH
WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.



ALL CAPITALIZED TERMS USED HEREIN BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM
IN THE WARRANT AGREEMENT.







 









 








NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:




	 	 	 	 	 

	Account 

Name

	 	 

	 	  
	 

	 	(Please Print)	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Contact Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 	 	 




Social Security Number or Other Taxpayer Identification Number (if applicable):



                                        



Account from which Warrant(s) are Being Delivered:                     



Depository Account Number:                                         



WARRANT HOLDER DELIVERING WARRANT(S), IF OTHER THAN THE DIRECT PARTICIPANT: Name:




	 	 	 	 	 

	Name

	 	 


	 	  
	 
	 	 	 	 
	Contact Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 	 	 




Account from which the Shares of Common Stock are to be Credited:                     



Depository Account Number:                                         









 









 







FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT
EXERCISE NOTICE:




	 	 	 	 	 

	Name:

	 	 
	 	  
	 
	 	 

(Please Print)
	 	  
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Contact Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Telephone:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Fax:
	 	 	 	 
	 

	 	 	 	 




Social Security Number or Other Taxpayer Identification Number (if applicable):




	 	 	 	 	 	 	 

	Signature:

	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Capacity in which Signing:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Signature Guaranteed By: