JOINT FILING AGREEMENTJoint Filing Agreement • May 18th, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $1.00 per share, of Visteon Corporation and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
EQUITY COMMITMENT AGREEMENT AMONG VISTEON CORPORATION AND THE INVESTORS PARTY HERETO Dated as of May 6, 2010Equity Commitment Agreement • May 18th, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
THIS EQUITY COMMITMENT AGREEMENT (this “Agreement”), dated as of May 6, 2010, is made by and among Visteon Corporation (as a debtor in possession and a reorganized debtor, as applicable, the “Company”), on the one hand, and the Investors set forth on Schedule 1 hereto (each referred to herein individually as an “Investor” and collectively as the “Investors”), on the other hand. The Company and each Investor is referred to herein as a “Party” and collectively, the “Parties”. Capitalized terms used herein have the meanings ascribed thereto in Article I.
CASH RECOVERY BACKSTOP AGREEMENTCash Recovery Backstop Agreement • May 18th, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
THIS CASH RECOVERY BACKSTOP AGREEMENT (this “Agreement”), dated as of May 6, 2010, is made by and among Visteon Corporation (“Visteon,” and together with its debtor affiliates, the “Debtors”), on the one hand and the entities set forth on Schedule 1 hereto (each referred to herein individually as a “Signatory” and collectively as the “Signatories”), on the other hand. Visteon and each Signatory is referred to herein as a “Party” and collectively, the “Parties.” Except as otherwise provided below, capitalized terms used herein and not defined herein have the meanings ascribed to them in the Equity Commitment Agreement (as defined below).
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREPlan Support Agreement • May 18th, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
THIS PLAN SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF VOTES WITH RESPECT TO A CHAPTER 11 PLAN OF REORGANIZATION. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. ACCEPTANCES OR REJECTIONS WITH RESPECT TO A CHAPTER 11 PLAN OF REORGANIZATION MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 18th, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [___________], 2010 by and among Visteon Corporation, a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature page hereto and any parties identified on the signature page of any joinder agreements executed and delivered pursuant to Section 12 or Section 13 hereof (each, including the Investors, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
