Re: Letter Agreement

EXHIBIT 10.48

March 31, 2009

Visteon Corporation
One Village Center Drive
Van Buren Township, Michigan
Attn: William Quigley

          Re: Letter Agreement

Ladies and Gentlemen:

          Reference is hereby made to (a) that certain Amended and Restated Credit Agreement, dated as of April 10, 2007 (as amended, supplemented or otherwise modified, the “ Credit Agreement ”), among Visteon Corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “ Lenders ”), Citicorp USA, Inc., as syndication agent, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as joint lead arrangers and joint bookrunners and (b) that certain Limited Waiver to the Credit Agreement of even date herewith (the “ Waiver ”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement or as otherwise indicated.

          It is a condition precedent to the Waiver Effective Date (as defined in the Waiver) that the Borrower and the members of the ad hoc steering committee of the Lenders (the “ Committee ”), on behalf of the Lenders, execute and deliver a Letter Agreement (as defined in the Waiver), relating to certain information, access and communications with the Lenders during the Waiver Period (as defined in the Waiver). This Letter Agreement satisfies such condition.

          In furtherance of the foregoing, the Committee and the Borrower agree as follows:

          1. Members of the Borrower’s senior management with appropriate seniority and expertise (in each case, as reasonably determined by the Borrower) shall, on behalf of the Borrower, conduct conference calls with the Committee, Houlihan Lokey (as financial advisor to certain Lenders listed on Schedule A hereto (the “Ad Hoc Lender Group”) “ Houlihan ”) and assuming counsel to the Company participates, Bingham McCutchen LLP (as counsel to the Ad Hoc Lender Group “ Bingham ”), once every two weeks and at such other times as may be mutually agreed by the Borrower and the Committee, in each case upon reasonable prior notice, in each case to provide an update as to the business, operations and financial condition of the Borrower and its subsidiaries, and the Borrower’s strategic and contingency planning, including discussions with its customers and suppliers.

          2. (a) The Borrower and its Subsidiaries in North America and Europe shall maintain on a consolidated basis for the Borrower and such North American and European Subsidiaries at all times a balance of cash and cash equivalents of at least $335,100,000.

(b) The Borrower and its Subsidiaries in North America shall maintain on a consolidated basis for the Borrower and such North American Subsidiaries at all times a balance of cash and cash equivalents of at least $193,500,000.

For purposes of both (a) and (b) immediately above, when determining the balance of cash and cash equivalents, such amounts shall not include any dividends or other cash or cash equivalent distributions from any Asia Subsidiary (with the limited exception of an April, 2009 dividend of no more than $15,000,000 from Halla Climate Control Corporation).

          3. The Borrower shall deliver, or cause to be delivered, to Houlihan, on or before the applicable dates set forth below, the following in scope and detail reasonably acceptable to Houlihan ( provided , that the results projected in such analysis shall not be subject to such approval or acceptance):