Smith Management LLC Sample Contracts

Visteon Corporation One Village Center Drive Van Buren Township, MI 48111 May 11, 2011
Board Composition Agreement • May 12th, 2011 • Smith Management LLC • Motor vehicle parts & accessories • New York

This letter constitutes the agreement (the “Agreement”) among Alden Global Distressed Opportunities Master Fund, L.P., a Cayman Islands limited partnership, on behalf of itself and its affiliated funds, persons and entities, both current and future (collectively, “Alden”), and Visteon Corporation, a Delaware corporation (the “Company”).

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JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
Joint Filing Agreement • May 12th, 2011 • Smith Management LLC • Motor vehicle parts & accessories

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

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