FOURTH AMENDMENT TO INTELLECTUAL PROPERTY CONTRIBUTION AGREEMENT

Exhibit 10.5

FOURTH AMENDMENT TO INTELLECTUAL
PROPERTY CONTRIBUTION AGREEMENT

     This AMENDMENT effective October 1, 2005, is among Visteon Corporation, a Delaware corporation (“ Visteon ”), Visteon Global Technologies, Inc., a Michigan Corporation (“ VGTI ”), Automotive Components Holdings, Inc. (formerly VFH Holdings, Inc.), a Delaware corporation, and Automotive Components Holdings, LLC (formerly VFH Holdings LLC), a Delaware limited liability company (the “ Company ”).

W I T N E S S E T H :

     WHEREAS, Ford Motor Company, a Delaware corporation (“ Ford ”) and Visteon are parties to a Master Agreement (the “ Master Agreement ”) dated as of September 12, 2005, as a result of which the parties hereto entered into an Intellectual Property Contribution Agreement (the “ IP Contribution Agreement ”) dated October 1, 2005, wherein Visteon and VGTI contributed to the Company certain intellectual property assets related to the Business as defined therein; and

     WHEREAS, Visteon, VGTI, and the Company have agreed to certain modifications and corrections to the IP Contribution Agreement and its Attachments.

     NOW THEREFORE, in consideration of the above premises and the mutual covenants herein contained, and for other good and valuable consideration given by each party hereto to the other, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, for themselves, their successors and permitted assigns, intending to be legally bound, agree as follows:

          1. The following items are added to Appendix 3, Attachment 3A (Core Shared Products & Technologies — Patents):

          2. Section 5.04 of the IP Contribution Agreement is amended to read as follows:

          5.04 Notwithstanding any other provisions of this Article 5, during the period