0001144204-10-035202 Sample Contracts

FIRST AMENDMENT TO THE PLAN SUPPORT AGREEMENT
Plan Support Agreement • June 25th, 2010 • Citadel Securities LLC • Motor vehicle parts & accessories

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).

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Standard Contracts

SECOND AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT
Equity Commitment Agreement • June 25th, 2010 • Citadel Securities LLC • Motor vehicle parts & accessories

This Second Amendment (this "Amendment"), dated as of June 25, 2010 and affective as of June 20, 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).

FIRST AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT
Equity Commitment Agreement • June 25th, 2010 • Citadel Securities LLC • Motor vehicle parts & accessories

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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