0001111335-12-000006 Sample Contracts

FOURTH AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT
Revolving Loan Credit Agreement • May 2nd, 2012 • Visteon Corp • Motor vehicle parts & accessories • New York

This FOURTH AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (this “Amendment”), dated as of April 3, 2012, by and among VISTEON CORPORATION, a Delaware corporation (“Visteon”), and certain of its domestic subsidiaries signatory hereto, as borrowers (collectively, referred to herein as the “Borrowers” and each, individually, as a “Borrower”); the other Credit Parties signatory hereto; MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as administrative agent for the Lenders (together, with any permitted successor in such capacity, “Agent”); MSSF and Bank of America, N.A., as co-collateral agents for the Lenders (the “Co-Collateral Agents”); and the Lenders and L/C Issuers signatory hereto.

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Visteon Asia Pacific Inc. 9th Floor, Modern Logistic Building 448 Hongcao Road Shanghai, 200233 People’s Republic of China Phone: 86-21-6192-9900 Fax. 86-21-6145-5301
Employment Agreement • May 2nd, 2012 • Visteon Corp • Motor vehicle parts & accessories

This employment agreement (this “Agreement”) is entered into by and between Visteon Asia Pacific Inc. (VAPI, or the “PRC Employer”) and Robert Charles Pallash ("Employee") on December 12, 2011.

Contract
Asset Purchase Agreement • May 2nd, 2012 • Visteon Corp • Motor vehicle parts & accessories • Michigan

ASSET PURCHASE AGREEMENTby and amongVISTEON CORPORATION, VIHI, LLC, VEHC, LLC,VISTEON HOLDINGS ESPANA, S.L.,VARROCCORP HOLDING BV and VARROC ENGINEERING PVT. LTD.Dated March 9, 2012

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