0000903423-10-000369 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • June 21st, 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.

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FIRST AMENDMENT TO THE PLAN SUPPORT AGREEMENT
The Plan Support Agreement • June 21st, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies

This First Amendment (this “Amendment”), dated as of June 13, 2010, is made and entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”), the other Debtors, and the Consenting Senior Note Holders whose signatures are set forth below (the “Amending Note Holders”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Plan Support Agreement (as defined below).

FIRST AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT
Equity Commitment Agreement • June 21st, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies

This First Amendment (this “Amendment”), dated as of June 13, 2010, is made and entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”) and the Investors whose signatures are set forth below (the “Amending Investors”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Equity Commitment Agreement (as defined below).

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