VISTEON "B" PURCHASE AGREEMENT

Stock Purchase Agreement

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FORD MOTOR CO | VISTEON CORPORATION

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Title: VISTEON "B" PURCHASE AGREEMENT
Governing Law: Michigan Date: 9/16/2005
Industry: Auto and Truck Manufacturers Law Firm: Weil, Gotshal & Manges LLP

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Exhibit 10.4

VISTEON "B" PURCHASE AGREEMENT

dated as of

September 12, 2005

between

FORD MOTOR COMPANY

and

VISTEON CORPORATION

relating to the purchase and sale

100% of the Shares of Common Stock

VFH HOLDINGS, INC.

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TABLE OF CONTENTS

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PAGE

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ARTICLE 1

DEFINITIONS

Section 1.01. Definitions.............................................. 2

Section 1.02. Other Definitional and Interpretative Provisions......... 4

ARTICLE 2

PURCHASE AND SALE

Section 2.01. Purchase and Sale........................................ 5

Section 2.02. Closing.................................................. 6

Section 2.03. Deliveries at Closing.................................... 6

Section 2.04. Estimate of Inventories Purchase Price................... 7

Section 2.05. Post-Closing Calculations................................ 8

Section 2.06. Post-Closing Adjustment of the Inventories

Purchase Price........................................ 9

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Section 3.01. Corporate Existence and Power............................ 10

Section 3.02. Corporate Authorization.................................. 10

Section 3.03. Governmental Authorization............................... 10

Section 3.04. Noncontravention......................................... 10

Section 3.05. Ownership of Shares; No Other Assets or Activities

of the Company........................................ 11

Section 3.06. Environmental Compliance................................. 12

Section 3.07. VEBA Qualification and Funding........................... 12

Section 3.08. Litigation............................................... 13

Section 3.09. Finders' Fees............................................ 13

Section 3.10. No Other Representations or Warranties................... 13

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Section 4.01. Corporate Existence and Power............................ 13

Section 4.02. Corporate Authorization.................................. 13

Section 4.03. Governmental Authorization............................... 14

Section 4.04. Noncontravention......................................... 14

Section 4.05. Litigation............................................... 14

Section 4.06. Finders' Fees............................................ 14

Section 4.07. No Other Representations or Warranties................... 15

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ARTICLE 5

COVENANTS OF BUYER AND SELLER

Section 5.01. Commercially Reasonable Efforts; Further Assurances...... 15

Section 5.02. Certain Filings.......................................... 15

Section 5.03. Transfer Taxes........................................... 15

Section 5.04. Software License Fees.................................... 16

Section 5.05. Access to Information Prior to Closing;

Confidentiality....................................... 16

Section 5.06. Public Announcements..................................... 17

Section 5.07. Conduct of the Business.................................. 17

Section 5.08. Contribution Agreement................................... 17

Section 5.09. Obligations of the Company............................... 18

Section 5.10. Financial Statements..................................... 18

Section 5.11. Additional Agreements.................................... 18

Section 5.12. Directors and Officers................................... 20

Section 5.13. Notices of Certain Events................................ 21

ARTICLE 6

CONDITIONS TO CLOSING

Section 6.01. Conditions to Obligations of Buyer and Seller............ 22

Section 6.02. Conditions to Obligation of Buyer........................ 22

Section 6.03. Conditions to Obligation of Seller....................... 23

ARTICLE 7

SURVIVAL; INDEMNIFICATION

Section 7.01. Survival................................................. 24

Section 7.02. Indemnification.......................................... 24

Section 7.03. Indemnification Procedures and other Provisions

relating to Indemnification Claims.................... 25

Section 7.04. No Double Recovery....................................... 25

ARTICLE 8

TERMINATION

Section 8.01. Grounds for Termination.................................. 26

Section 8.02. Effect of Termination.................................... 27

ARTICLE 9

MISCELLANEOUS

Section 9.01. Notices.................................................. 27

Section 9.02. Amendments and Waivers................................... 29

Section 9.03. Expenses................................................. 29

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Section 9.04. Successors and Assigns................................... 29

Section 9.05. Governing Law............................................ 29

Section 9.06. Dispute Resolution....................................... 29

Section 9.07. Jurisdiction............................................. 30

Section 9.08. WAIVER OF JURY TRIAL..................................... 31

Section 9.09. Counterparts; Effectiveness; Third Party Beneficiaries... 31

Section 9.10. Entire Agreement......................................... 31

Section 9.11. Severability............................................. 31

Section 9.12. Specific Performance..................................... 31

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Exhibit A Funding Agreement Termination Agreement

Exhibit B Hourly Employee Conversion Agreement

Exhibit C Master Equipment Bailment Agreement Termination Agreement

Exhibit D Visteon Salaried Employee Lease Agreement - Rawsonville/Sterling

Exhibit E Visteon Salaried Employee Transition Agreement -

Rawsonville/Sterling

iii

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VISTEON "B" PURCHASE AGREEMENT

VISTEON "B" PURCHASE AGREEMENT (this "AGREEMENT") dated as of September 12,

2005 between Ford Motor Company, a Delaware corporation ("BUYER"), and Visteon

Corporation, a Delaware corporation ("SELLER").

WITNESSETH:

WHEREAS, Seller formed VFH Holdings, Inc., a Delaware corporation (the

"COMPANY"), pursuant to the Delaware General Corporation Law by filing the

Certificate of Incorporation of the Company with the office of the Secretary of

State of the State of Delaware on July 15, 2005;

WHEREAS, Seller is the record and beneficial owner of all of the issued and

outstanding shares of common stock of the Company (collectively, the "SHARES");

and

WHEREAS, Buyer and Seller are parties to a Master Agreement (the "MASTER

AGREEMENT") dated as of the date hereof and pursuant to which, among other

things, (i) Seller has agreed to enter into a Contribution Agreement (the

"CONTRIBUTION AGREEMENT") with the Company whereby, among other things, and

subject to the terms and conditions set forth therein, Seller has agreed to

contribute to one or more newly-formed, wholly-owned Subsidiaries of the Company

certain assets and properties as described therein, and the Company has agreed

to assume certain liabilities as set forth therein, (ii) Buyer and Seller have

agreed to enter into this Agreement and to consummate the transactions

contemplated hereby, including the purchase and sale of the Shares, on the terms

and conditions hereinafter set forth, and (iii) Buyer and Seller have agreed to

enter into a Visteon "A" Transaction Agreement (the "VISTEON "A" TRANSACTION

AGREEMENT") whereby, among other things, and subject to the terms and conditions

set forth therein, Buyer has agreed to provide financial assistance to Seller in

connection with the restructuring of the businesses of Seller that are not being

contributed to the Company pursuant to the Contribution Agreement, Seller has

agreed to issue to Buyer a warrant to purchase shares of common stock, par value

$1.00 per share, of Seller, and Buyer and Seller have agreed to enter into

certain commercial arrangements or to make certain modifications to existing

commercial arrangements with respect to the businesses of Seller that are not

being contributed to the Company pursuant to the Contribution Agreement.

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, intending to be legally bound, hereby

agree as follows:

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ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. (a) Capitalized terms used but otherwise not

defined herein shall have the meanings assigned to them in the Contribution

Agreement.

(b) The following terms, as used herein, have the following meanings:

"BUYER MATERIAL ADVERSE EFFECT" means a material adverse effect on the

ability of Buyer to perform its obligations under this Agreement or to

consummate the transactions contemplated by this Agreement.

"CLOSING DATE" means the date of the Closing.

"DISCLOSURE SCHEDULE" means the disclosure schedule delivered by Seller to

Buyer on the date hereof as attached hereto.

"ESTIMATED INVENTORIES PURCHASE PRICE" means the estimated amount of the

Inventories Purchase Price as determined pursuant to Section 2.04.

"FINAL INVENTORIES PURCHASE PRICE" means the Inventories Purchase Price (i)

as shown in Buyer's calculation delivered pursuant to Section 2.05(a), if no

notice of disagreement with respect thereto is duly delivered pursuant to

Section 2.05(b); or (ii) if such a notice of disagreement is delivered, (A) as

agreed by Buyer and Seller pursuant to Section 2.05(c) or (B) in the absence of

such agreement, as shown in the Referee's calculation delivered pursuant to

Section 2.05(c); provided that in no event shall the Final Inventories Purchase

Price be less than Buyer's calculation of the Inventories Purchase Price

delivered pursuant to Section 2.05(a) or more than Seller's calculation of the

Inventories Purchase Price delivered pursuant to Section 2.05(b).

"FUNDING AGREEMENT TERMINATION AGREEMENT" means the Termination Agreement,

substantially in the form of Exhibit A hereto, to the Funding Agreement between

Buyer and Seller dated as of March 10, 2005, as amended.

"HOURLY EMPLOYEE CONVERSION AGREEMENT" means the Hourly Employee Conversion

Agreement substantially in the form of Exhibit B hereto.

"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,

as amended.

"INVENTORY ACCOUNTING PRINCIPLES" means GAAP as consistently applied by

Seller and its Subsidiaries in the preparation of the audited balance sheet of

Seller and its consolidated Subsidiaries as of December 31, 2004, taking into

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account the accounting policies, methods and procedures within GAAP used in the

preparation of such financial statement, as described in Schedule 1.01(b).

"MASTER EQUIPMENT BAILMENT AGREEMENT TERMINATION AGREEMENT" means the

Termination Agreement, substantially in the form of Exhibit C hereto, to the

Master Equipment Bailment Agreement between Buyer and Seller dated as of March

10, 2005, as amended.

"SELLER MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the

condition (financial or otherwise), business, assets or results of operations of

Seller and its Affiliates, taken as whole (other than the Business) or (ii) the

ability of Seller to perform its obligations under this Agreement or to

consummate the transactions contemplated by this Agreement, other than, in each

case of clauses (i) and (ii), an effect to the extent resulting from any one or

more of the following: (A) any change in the United States or foreign economies

or securities or financial markets in general; (B) any change that generally

affects any industry in which Seller competes, including changes in the price of

energy, supplies and raw materials; (C) any change arising in connection with

hostilities, acts of war, sabotage or terrorism or military actions or any

material escalation or material worsening of any such hostilities, acts of war,

sabotage or terrorism or military actions existing or underway as of the date

hereof (but only to the extent not disproportionately impacting or affecting

Seller); (D) any volume reductions in Buyer's business with Seller; or (E) the

loss of customers, suppliers or employees resulting from the public announcement

of this Agreement, compliance with the terms of this Agreement or the

consummation of the transactions contemplated by this Agreement.

"VISTEON "B" TRANSACTION DOCUMENTS" means:

(i) this Agreement;

(ii) the Funding Agreement Termination Agreement;

(iii) the Hourly Employee Conversion Agreement;

(iv) the Master Equipment Bailment Agreement Termination Agreement;

(v) the Visteon Salaried Employee Lease Agreement -

Rawsonville/Sterling;

(vi) the Visteon Salaried Employee Transition Agreement -

Rawsonville/Sterling; and

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(vii) any and all other agreements and documents required to be

delivered by any party hereto prior to or at Closing pursuant to the terms

of this Agreement.

"VISTEON SALARIED EMPLOYEE LEASE AGREEMENT - RAWSONVILLE/STERLING" means

the Visteon Salaried Employee Lease Agreement for Rawsonville/Sterling

substantially in the form of Exhibit D hereto.

"VISTEON SALARIED EMPLOYEE TRANSITION AGREEMENT - RAWSONVILLE/STERLING"

means the Visteon Salaried Employee Transition Agreement for

Rawsonville/Sterling substantially in the form of Exhibit E hereto.

opposite such term:

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TERM SECTION

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Agreement Preamble

Assumed Environmental Liabilities 5.11

Buyer Preamble

Closing 2.02

Company Recitals

Contribution Agreement Recitals

Existing Employee Assignment Agreement 5.11

Ford VEBA 5.11

Indemnitees 5.12

Initial Statement 2.04

Inventories Purchase Price 2.01

Master Agreement Recitals

Purchase Price 2.01

Referee 2.05

Seller Preamble

Seller VEBA 3.07

Shares Recitals

Transfer Taxes 5.03

Visteon "A" Transaction Agreement Recitals

Warranty Breach 7.02

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Section 1.02. Other Definitional and Interpretative Provisions. The words

"hereof", "herein" and "hereunder" and words of like import used in this

Agreement shall refer to this Agreement as a whole and not to any particular

provision of this Agreement. The captions herein are included for convenience of

reference only and shall be ignored in the construction or interpretation

hereof. References to Articles, Sections, Exhibits and Schedules are to

Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise

specified. All

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Exhibits and Schedules annexed hereto or referred to herein are hereby

incorporated in and made a part of this Agreement as if set forth in full

herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise

defined therein, shall have the meanings assigned to such terms in this

Agreement. Any singular term in this Agreement shall be deemed to include the

plural, and any plural term the singular. Whenever the words "include",

"includes" or "including" are used in this Agreement, they shall be deemed to be

followed by the words "without limitation", whether or not they are in fact

followed by those words or words of like import. "Writing", "written" and

comparable terms refer to printing, typing and other means of reproducing words

(including electronic media) in a visible form. References in this Agreement to

any agreement or contract are to that agreement or contract as amended, modified

or supplemented from time to time in accordance with the terms hereof and

thereof; provided that with respect to any agreement or contract listed on any

schedules hereto, all such amendments, modifications or supplements are to be

deemed included in such agreement or contract only if listed in the appropriate

schedule. References in this Agreement to any Person include the successors and

permitted assigns of that Person. References in this Agreement from or through

any date mean, unless otherwise specified, from and including or through and

including, respectively.

ARTICLE 2

PURCHASE AND SALE

Section 2.01. Purchase and Sale. Upon the terms and subject to the

conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees

to purchase from Seller, the Shares at the Closing. The consideration (the

"PURCHASE PRICE") payable by Buyer for the Shares is:

(i) an amount in cash equal to the aggregate book value, net of

reserves, of the Contributed Inventories as of the Closing Date, as

determined in accordance with the Inventory Accounting Principles (such

aggregate book value, net of reserves, the "INVENTORIES PURCHASE PRICE");

(ii) the agreements of Buyer set forth in Sections 5.09 and 5.11 of

this Agreement; and

(iii) Buyer's entry at Closing into the Visteon "B" Transaction

Documents to which it is a party.

The Purchase Price shall be paid as provided in Section 2.03 and the

Inventories Purchase Price shall be subject to adjustment as provided in Section

2.05.

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Section 2.02. Closing. The closing (the "CLOSING") of the purchase and sale

of the Shares hereunder shall take place at the offices of Dykema Gossett PLLC,

400 Renaissance Center, Detroit, Michigan 48243, after satisfaction of the

conditions set forth in Article 6 (or waiver thereof by the party entitled to

waive such condition) on the day immediately following the closing of the

Contribution Agreement, or at such other time or place as Buyer and Seller may

agree. The Closing shall be deemed effective as of 12.01 a.m. on the Closing

Date.

Section 2.03. Deliveries at Closing. (a) Deliveries by Buyer to Seller. At

the Closing, Buyer shall deliver to Seller:

(i) An amount in cash equal to the Estimated Inventories Purchase

Price in immediately available funds by wire transfer to an account of

Seller with a bank in the United States designated by Seller, by notice to

Buyer, which notice shall be delivered not later than two Business Days

prior to the Closing Date (or the payment date if the penultimate sentence

of this Section 2.03 applies); provided that the amount of cash payable at

Closing by Buyer pursuant to this clause (i) shall be reduced (by way of

set-off) by (x) all outstanding amounts owing to Buyer by Seller under the

Secured Promissory Note and (y) all outstanding amounts owing to Buyer by

Seller under the Container Agreement (as defined in the Visteon "A"

Transaction Agreement).

(ii) A counterpart of each of the following Visteon "B" Transaction

Documents duly executed by Buyer (or Affiliate of Buyer, as appropriate):

(A) Funding Agreement Termination Agreement.

(B) Hourly Employee Conversion Agreement.

(D) Visteon Salaried Employee Lease Agreement -

Rawsonville/Sterling, if applicable.

(E) Visteon Salaried Employee Transition Agreement -

Rawsonville/Sterling, if applicable.

(b) Deliveries by Seller to Buyer. At the Closing, Seller shall deliver to

Buyer:

(i) or to a Person designated by Buyer, by notice to Seller, which

notice shall be delivered not later than two Business Days prior to the

Closing Date, free and clear of all Liens, certificates for the Shares

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duly endorsed in blank or accompanied by stock transfer powers with any

required transfer stamps affixed thereto.

(ii) A counterpart of each of the following Visteon "B" Transaction

Documents duly executed by Seller (or Affiliate of Seller, as appropriate):

(A) Funding Agreement Termination Agreement.

(B) Hourly Employee Conversion Agreement.

(D) Visteon Salaried Employee Lease Agreement -

Rawsonville/Sterling, if applicable.

(E) Visteon Salaried Employee Transition Agreement -

Rawsonville/Sterling, if applicable.

(iii) All documents Buyer may reasonably request relating to the

transfer of the VEBA assets pursuant to Section 5.11(d).

Notwithstanding the foregoing provisions of this Section 2.03, if the

Closing Date is not a Business Day, Buyer shall deliver the cash amount required

to be paid pursuant to Section 2.03(a)(i) to Seller on the Business Day

immediately preceding the scheduled Closing Date (but subsequent to the

consummation of the closing under the Contribution Agreement), subject to the

prior delivery by the parties of the documents required to be delivered pursuant

to this Section 2.03 and Section 2.03 of the Visteon "A" Transaction Agreement

(such documents to be held in escrow by the parties' counsel pending release at

the Closing). If the Closing does not occur on the scheduled Closing Date,

Seller shall promptly (on the next Business Day) repay the cash amount delivered

by Buyer pursuant to the preceding sentence to Buyer.

Section 2.04. Estimate of Inventories Purchase Price. 15 days prior to the

date on which the Closing is scheduled to occur, Seller shall, in consultation

with Buyer, prepare and furnish to Buyer a statement (the "INITIAL STATEMENT"),

prepared in reasonable detail, with specificity and in accordance with the

Inventory Accounting Principles, setting forth Seller's good faith estimate of

the Inventories Purchase Price, which estimate will be based on the closing

accounts stated in Seller's books of account as of the end of the immediately

preceding calendar month and shall also take into account additions thereto and

subtractions therefrom subsequent to such date and until the date on which the

Closing is scheduled to occur based on Seller's good faith estimates taking into

account

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Seller's historical practices and forecasts. If Buyer agrees with such

estimate or Buyer does not object to such calculation within seven days after

Seller's delivery of the Initial Statement, such amount shall be deemed to be

the Estimated Inventories Purchase Price and shall be paid by Buyer to Seller at

the Closing pursuant to Section 2.03(a)(i). If Buyer disagrees with such

estimate, Buyer shall, within seven days after delivery of the Initial

Statement, deliver a written notice to Seller stating that Buyer disagrees with

such calculation and specifying in reasonable detail those items or amounts as

to which Buyer disagrees. If Buyer disagrees with Seller's estimate of the

Inventories Purchase Price set forth in the Initial Statement, the parties shall

promptly hold a meeting of senior executives with decision-making authority to

attempt in good faith to negotiate and mutually agree on the estimate of the

Inventories Purchase Price. If the parties are able to agree, such agreed upon

estimated amount shall be deemed to be the Estimated Inventories Purchase Price

and shall be paid by Buyer to Seller at the Closing pursuant to Section

2.03(a)(i). If the parties are unable to agree, the estimated Inventories

Purchase Price payable by Buyer to Seller at the Closing pursuant to Section

2.03(a)(i) shall be the amount set forth on the Statement of Assets.

Section 2.05. Post-Closing Calculations. (a) As promptly as practicable,

but no later than 90 days, after the Closing Date, Buyer will cause to be

prepared and delivered to Seller a statement setting forth Buyer's calculation,

in accordance with the Inventory Accounting Principles, of the Inventories

Purchase Price.

(b) If Seller disagrees with Buyer's calculation of the Inventories

Purchase Price delivered pursuant to Section 2.05(a), Seller may, within 45 days

after delivery of the statement referred to in Section 2.05(a), deliver a notice

to Buyer disagreeing with Buyer's calculation of the Inventories Purchase Price

and setting forth Seller's calculation of the Inventories Purchase Price. Any

such notice of disagreement shall specify those items or amounts as to which

Seller disagrees, and Seller shall be deemed to have agreed with all other items

and amounts contained in the statement delivered by Buyer pursuant to Section

2.05(a).

2.05(b), Buyer and Seller shall, during the 15 days following such delivery, use

their best efforts to reach agreement on the disputed items or amounts in order

to determine the Inventories Purchase Price, which amount shall not be less than

the amount thereof shown in Buyer's calculations delivered pursuant to Section

2.05(a) or more than the amount thereof shown in Seller's calculation delivered

pursuant to Section 2.05(b). If, during such period, Buyer and Seller are unable

to reach such agreement, they shall promptly thereafter cause Ernst & Young (the

"REFEREE") promptly, and in any event within 45 days, to review this Agreement

and the disputed items or amounts for the purpose of calculating the Inventories

Purchase Price. In making such calculation, the Referee shall consider only

those items or amounts in Buyer's calculation of the

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Inventories Purchase Price as to which Seller has disagreed and must only use

the accounting principles, methods and procedures of the Inventory Accounting

Principles in reviewing such disputed items or amounts. The Referee shall

deliver to Buyer and Seller, as promptly as practicable, a report setting forth

such calculation of the Inventories Purchase Price. Such report shall be final

and binding upon Buyer and Seller. The cost of such review and report shall be

borne (i) by Buyer if the difference between the Final Inventories Purchase

Price and Buyer's calculation of the Inventories Purchase Price delivered

pursuant to Section 2.05(a) is greater than the difference between the Final

Inventories Purchase Price and Seller's calculation of the Inventories Purchase

Price delivered pursuant to Section 2.05(b), (ii) by Seller if the first such

difference is less than the second such difference and (iii) otherwise equally

by Buyer and Seller.

(d) Buyer and Seller agree that they will, and agree to cause their

respective independent accountants to, cooperate and assist in the determination

of the Estimated Inventories Purchase Price pursuant to Section 2.04 and the

determination of the Inventories Purchase Price pursuant to this Section 2.05

and be available to the other party in connection with the conduct of the

reviews referred to in Section 2.04 and this Section 2.05 including making

available, upon request, to the extent necessary reasonable and timely access to

such party's books, records, work papers and personnel. All information

delivered pursuant to this Section 2.05 shall be subject to the terms of the

Confidentiality Agreement.

Section 2.06. Post-Closing Adjustment of the Inventories Purchase Price. If

the Estimated Inventories Purchase Price exceeds the Final Inventories Purchase

Price, Seller shall pay to Buyer, as an adjustment to the Inventories Purchase

Price, in the manner and with interest as provided in Section 2.06(b), the

amount of such excess. If the Final Inventories Purchase Price exceeds the

Estimated Inventories Purchase Price, Buyer shall pay to Seller, in the manner

and with interest as provided in Section 2.06(b), the amount of such excess.

(b) Any payment pursuant to Section 2.06(a) shall be made within 10 days

after the Final Inventories Purchase Price has been determined by delivery by

Buyer or Seller, as the case may be, in immediately available funds by wire

transfer to an account of the other party with a bank in the United States

designated by such other party by notice delivered promptly after the Final

Inventories Purchase Price has been determined (or, in the case of a payment by

Seller to Buyer, by a disbursement to Buyer from the Escrow Account pursuant to

the terms of the Escrow Agreement). The amount of any payment to be made

pursuant to this Section 2.06 shall bear interest from and including the Closing

Date to but excluding the date of payment at a rate per annum equal to the prime

rate as published in the Wall Street Journal, Eastern Edition in effect from

time to time during the period from the Closing Date to the date of such

payment. Such interest shall be payable at the same time as the payment to which

it relates and

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shall be calculated daily on the basis of a year of 365 days and the actual

number of days elapsed.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date hereof and as of the

Closing Date (subject to any exceptions disclosed on the correspondingly

numbered section of the Disclosure Schedule) that:

Section 3.01. Corporate Existence and Power. Each of Seller, the Company

and each Subsidiary of the Company existing as of the date hereof is (and upon

its organization each Subsidiary of the Company formed pursuant to Section 4.02

of the Contribution Agreement will be) duly organized, validly existing and in

good standing (or equivalent status) under the laws of its jurisdiction of

organization and has all corporate or other organizational powers, as the case

may be, required to carry on its business as now conducted.

Section 3.02. Corporate Authorization. The execution, delivery and

performance by Seller of this Agreement and each other Visteon "B" Transaction

Document to which it is a party and the consummation of the transactions

contemplated hereby and thereby are within its corporate powers and have been

duly authorized by all necessary corporate action on the part of Seller. This

Agreement and each other Visteon "B" Transaction Document to which Seller is or

will be a party constitutes or will constitute when executed (assuming the due

authorization, execution and delivery by the other parties thereto) a valid and

binding agreement of Seller, enforceable against Seller in accordance with their

respective terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium and similar laws affecting creditors' rights and remedies generally,

and subject, as to enforceability, to general principles of equity, including

principles of commercial reasonableness, good faith and fair dealing (regardless

of whether enforcement is sought in a proceeding at law or in equity).

Section 3.03. Governmental Authorization. The execution, delivery and

performance by Seller of this Agreement and each other Visteon "B" Transaction

Document to which it is a party and the consummation of the transactions

contemplated hereby and thereby require no material authorization by, or

material filing with, any Governmental Authority other than (i) compliance with

any applicable requirements of the HSR Act and (ii) applicable filings to COFECO

under Mexico's Federal Economic Competition Law.

Section 3.04. Noncontravention. The execution, delivery and performance by

Seller of this Agreement and each other Visteon "B" Transaction Document to

which it is a party and the consummation of the transactions

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contemplated hereby and thereby do not and will not (i) violate its certificate

of incorporation or bylaws or other organizational documents or the

organizational documents of the Company or any Subsidiary of the Company,

assuming compliance with the matters referred to in Section 3.03, violate in any

material respect any applicable law, rule, regulation, judgment, injunction,

order or decree, assuming the obtaining of all consents set forth on Section

3.04(b) of the Disclosure Schedule to the Contribution Agreement, require any

consent or other action by any Person under, constitute a default under, or give

rise to any right of termination, cancellation or acceleration of any rights or

obligations of (A) the Company or any Subsidiary of the Company or to a loss of

any benefit to which the Company or any Subsidiary of the Company is entitled

under any provision of any material agreement or other material instrument

binding upon the Company or any Subsidiary of the Company or (B) Seller or to a

loss of any benefit to which Seller is entitled under any provision of any

material agreement or other material instrument binding upon Seller except, in

the case of this clause (iii)(B), as would not reasonably be expected to have,

individually or in the aggregate, a Seller Material Adverse Effect or result in

the creation or imposition of any Lien on any material asset of the Company or

any Subsidiary of the Company other than any Permitted Lien.

Section 3.05. Ownership of Shares; No Other Assets or Activities of the

Company. (a) Seller is the record and beneficial owner of the Shares, free and

clear of any Lien (other than any Liens securing the Indebtedness of Seller or

its Subsidiaries under the Visteon Credit Agreement or arising under the Secured

Promissory Note between Seller and Buyer dated as of the date hereof, which

Liens shall be released at or prior to Closing) and any other limitation or

restriction (including any restriction on the right to vote, sell or otherwise

dispose of the Shares other than as provided for in this Agreement or the Master

Agreement), and will transfer and deliver to Buyer at the Closing valid title to

the Shares free and clear of any Lien and any such limitation or restriction.

The Shares have been duly authorized and validly issued and are fully paid and

non-assessable. Other than the Shares, there are no outstanding (i) securities

or other equity interests of the Company, (ii) securities or other equity

interests of the Company convertible into or exchangeable for securities or

other equity interests of the Company or (iii) options or other rights to

acquire from the Company, or other obligation of the Company to issue, any

securities or equity interests or securities convertible into or exchangeable

for securities or equity interests of the Company.

(b) As of the date hereof, neither the Company nor any Subsidiary of the

Company has, nor is it subject to, any Liabilities (other than immaterial

liabilities incurred in connection with its organization), and the Company does

not own, and has never owned, directly or indirectly, any assets or properties

(including an equity interest in any Person, other than any wholly-owned

Subsidiaries listed on Section 3.05(c) of the Disclosure Schedule or formed

<PAGE>

pursuant to Section 4.02 of the Contribution Agreement), and does not and has

not conducted any business or activities other than in the ordinary course in

connection with its organization. As of the Closing Date, neither the Company

nor any Subsidiary of the Company will have (or be subject to) any Liabilities

(other than immaterial liabilities incurred in connection with its organization)

or own, directly or indirectly, any assets or properties (including an equity

interest in any Person, other than any wholly-owned Subsidiaries listed on

Section 3.05(c) of the Disclosure Schedule or formed pursuant to Section 4.02 of

the Contribution Agreement), and neither the Company nor any Subsidiary of the

Company will conduct any business activities, except in each case for such

assets, properties and businesses acquired, and such Liabilities assumed, as

provided for under the Contribution Agreement.

on Section 3.05(c) of the Disclosure Schedule, and all of the outstanding

capital stock of each such Subsidiary is wholly-owned by the Company, directly

or indirectly (as set forth on Section 3.05(c) of the Disclosure Schedule) free

and clear of any Lien (other than any Liens securing the Indebtedness of Seller

or its Subsidiaries under the Visteon

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