FOURTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT

EXHIBIT 10.49

FOURTH AMENDMENT AND LIMITED WAIVER
TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT

          FOURTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT, dated as of March 31, 2009 (this “ Amendment ”), among VISTEON CORPORATION, a Delaware corporation (the “ Company ”), each subsidiary of the Company party hereto as a borrower (together with the Company, each a “ Borrower ” and, collectively, the “ Borrowers ”), each other subsidiary of the Company party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A. (“ JPMorgan ”), as Administrative Agent, Issuing Bank and Swingline Lender.

W I T N E S S E T H:

          WHEREAS the Borrowers, the Lenders party thereto, and JPMorgan, as Administrative Agent, Issuing Bank and Swingline Lender, have entered into that certain Credit Agreement, dated as of August 14, 2006, as amended, supplemented or modified by that certain First Amendment to Credit Agreement and Consent, dated as of November 27, 2006, that certain Second Amendment to Credit Agreement and Consent, dated as of April 10, 2007, and that certain Third Amendment to Credit Agreement, dated as of March 12, 2008 (as so amended, supplemented or modified, the “ Credit Agreement ”);

          WHEREAS, the Company has notified the Administrative Agent that certain Events of Default may occur under the Credit Agreement and the Borrowers have requested that the Lenders and the Administrative Agent grant a prospective limited waiver with respect thereto;

          WHEREAS, the Lenders party hereto and the Administrative Agent are willing to grant such limited waiver on the terms and subject to the conditions set forth herein and the Borrowers, the Lenders party hereto, the Administrative Agent, the Issuing Bank and the Swingline Lender agree to amend certain provisions of the Credit Agreement and the Security Agreement as provided for herein.

          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

AMENDMENTS

          Section 1.1 Amendment to Section 1.01 . Section 1.01 of the Credit Agreement is hereby amended as follows:

                    (a) The following new defined terms are hereby inserted in proper alphabetical order:

          “ Designated Collateral Account ” has the meaning set forth in Section 6.19(c).

          “ Fourth Amendment and Limited Waiver ” means that certain Fourth Amendment and Limited Waiver to Credit Agreement and Amendment to Security Agreement, dated as of March 31, 2009, among the Borrowers, the Lenders party thereto, and the Administrative Agent.

          “ Fourth Amendment Effective Date ” means the date on which the conditions precedent to effectiveness of the Fourth Amendment and Limited Waiver are satisfied or duly waived and such amendment becomes effective.

                    (b) The defined term “Alternate Base Rate” is hereby amended and restated as follows:

          “ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

                    (c) The defined term “Applicable Rate” is hereby amended and restated as follows:

          “ Applicable Rate ” means, for any day, with respect to any ABR Loan or Eurodollar Revolving Loan, or with respect to the Commitment Fees payable hereunder, as the case may be, a rate per annum of 3.00% in the case of any ABR Loan, 4.00% in the case of any Eurodollar Loan, and 0.75% in the case of Commitment Fees.

                    (d) The defined term “Borrowing Base” is hereby amended by deleting the phrase “5.01(f) of the Agreement” where such phrase occurs in the last sentence thereof and inserting the phrase “5.01(g) of the Agreement” in lieu thereof.

          Section 1.2 Amendment to Article II . Section 2.05 of the Credit Agreement is hereby amended by (i) inserting the following sentence at the end of Section 2.05(a): “Notwithstanding the foregoing, no Swingline Loans shall be available from and after the Fourth Amendment Effective Date.”, (ii) inserting the phrase “(except for the last sentence of this Section 2.05(b))” after the phrase “Any provision of this Agreement to the contrary notwithstanding” where it appears in the first sentence of Section 2.05(b), and (iii) inserting the following sentence at the end of Section 2.05(b): “Notwithstanding the foregoing, no Overadvances shall be available from and after the Fourth Amendment Effective Date.”

          Section 1.3 Amendment to Article III . Article III of the Credit Agreement is hereby amended by inserting the following section to the end of such Article.

     SECTION 3.23 Deposit Accounts, Lock Boxes and Securities Accounts . Each Deposit Account, Lock Box (each as defined in the Security Agreement) and securities account of each Borrower is listed on Schedule I to the Fourth Amendment and Limited Waiver. Each Collateral Deposit Account (as defined in the Security Agreement) is identified on such Schedule I, and each Deposit Account, Lock Box and securities account that is subject to a Deposit Account Control Agreement or Securities Account Control Agreement is identified on such Schedule I.

          Section 1.4 Amendment to Article IV . Section 4.02 of the Credit Agreement is hereby amended by (i) deleting the phrase “paragraphs (a), (b) and (c)” where such phrase occurs in the last paragraph thereof and inserting the phrase “paragraphs (a), (b), (c) and (d)” in lieu thereof and (ii) inserting the following clause (d) after clause (c) thereof:

     (d) From and after the Fourth Amendment Effective Date (i) immediately after giving effect to any Borrowing (other than the issuance, amendment, renewal or extension of any Letter of Credit), total aggregate cash and Cash Equivalents of the Borrowers and their Domestic Subsidiaries, excluding cash and Cash Equivalents in the Designated Collateral Account up to the amount of Revolving Exposure at such time, is not greater than $100,000,000; and (ii) immediately after giving effect to the issuance of any new Letter of Credit, or the amendment of any existing Letter of Credit resulting in an increase in the undrawn face amount thereof (but not the renewal or extension of any existing Letter of Credit, or the amendment of any existing Letter of Credit not resulting in an increase in the undrawn face amount thereof), total aggregate cash and Cash Equivalents of the Borrowers and their Domestic Subsidiaries, excluding cash and Cash Equivalents in the Designated Collateral Account up to the amount of Revolving Exposure at such time, is not greater than $100,000,000, unless (in the case of this clause (ii)) the Borrowers contemporaneously make a prepayment (not otherwise required pursuant to any term of the Loan Documents) of the Revolving Loans (or, to the extent that no Loans are outstanding, cash collateralize LC Exposure) in the amount of such new Letter of Credit or such increase in face amount.

          Section 1.5 Amendment to Article V . Section 5.01(g) of the Credit Agreement is hereby amended and restated as follows:

     (g) (i) as soon as available but in any event on or before the third Business Day occurring after the fifteenth and last calendar day of each calendar month, as of the semimonthly period then ended, and (ii) so long as Minimum Excess Liquidity is less than $125,000,000 (a “ Reporting Trigger Event ”), (A) at such other times as may be necessary to re-determine availability of Advances hereunder, or (B) as may be requested by the Administrative Agent, in each case as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request; and the Eligible Accounts component of the Borrowing Base shall be updated on a semimonthly (or more frequent, to the extent required by clause (ii) above) basis; the Eligible Inventory component of the Borrowing Base shall be updated on a monthly (or more frequent, to the extent required by clause (ii) above) basis; and the PP&E Component of the Borrowing Base shall be updated on a quarterly (or more frequent, to the extent required by clause (ii) above) basis or otherwise more frequently (I) from time to time upon receipt of periodic valuation updates received from the Administrative Agent’s asset valuation experts, (II) concurrent with the sale or commitment to sell any assets constituting part of the PP&E Component, (III) in the event such assets are idled for any reason other than routine maintenance or repairs, or for routine

planned shutdowns substantially in accordance with past practice, for a period in excess of ten (10) consecutive days, or (IV) in the event that the value of such assets is otherwise impaired, as determined in the Administrative Agent’s Permitted Discretion;

          Section 1.6 Amendment to Article V . Section 5.01 of the Credit Agreement is hereby further amended by inserting the following new clauses (i) and (j) immediately after clause (h) appearing therein, deleting the word “and” at the end of clause (h), and renumbering the existing clause (i) as clause (k):

     (i) concurrently with the delivery thereof or promptly upon the receipt thereof, copies of any report, notice (including notices of “Defaults,” “Events of Default” and other comparable terms), certificate, document, financial statement or other written information delivered or received under or in connection with the Term Loan Facility or the European Facility; provided , however , nothing in this clause (i) shall require the disclosure of any notice, certificate, document, financial statement or other information (A) that relates to settlement negotiations, including, without limitation, any information protected from use or disclosure pursuant to Federal Rule of Evidence 408 and any other rule of similar import and/or (B) to the extent that disclosure of such items would result in the loss of attorney client privilege with respect to such report, notice, certificate, document, financial statement or other information; provided further that the Borrowers shall not be required to deliver fee letters or engagement letters in connection with any amendment, modification or refinancing of the Term Loan Facility or the European Facility so long as such fee letters or engagement letters do not contain terms other than those terms that are customarily contained in fee letters or engagement letters that are kept confidential in the asset-based or leveraged loan markets;

     (j) not later than the second Business Day of each calendar week, a certificate of a Financial Officer of the Borrower Representative setting forth reasonably detailed calculations demonstrating compliance with Section 6.19(c) on each day of the prior calendar week; and

          Section 1.7 Amendment to Article VI . Section 6.19 of the Credit Agreement is hereby amended by inserting the following subsection to the end of such Section.

     (c)  Minimum Cash and Cash Equivalents . The Borrowers will not permit the cash and Cash Equivalents belonging to the Borrowers and held in account number 2331794236 with JPMorgan Chase Bank, N.A. (or such other deposit account or securities account as may from time to time be approved in writing by the Administrative Agent) (the “ Designated Account ”), which account shall be a blocked account subject at all times to a Deposit Account Control Agreement or Securities Account Control Agreement (each as defined in the Security Agreement) in favor of and in form and substance satisfactory to the Administrative Agent (which agreement shall provide that the Borrowers may not issue instructions with respect to such account), at any time to be less than Revolving Exposure at such time as reflected on the Administrative Agent’s records.

          Section 1.8 Amendment to Article VI . Article VI of the Credit Agreement is hereby amended by inserting the following section to the end of such Article.

     SECTION 6.21 Deposit Accounts and Securities Accounts . Notwithstanding any other provision of any other Loan Document, including Sections 4.14 and 4.15 of the Security Agreement, in the case of the Borrowers and their Domestic Subsidiaries (i) maintain or hold any cash or Cash Equivalents unless such cash or Cash Equivalents are held in deposit accounts or investment accounts that

are subject to Deposit Account Control Agreements or Securities Account Control Agreements (each as defined in the Security Agreement) in favor of and in form and substance satisfactory to the Administrative Agent; provided that the Borrowers and their Domestic Subsidiaries may maintain or hold cash and Cash Equivalents in deposit accounts or investment accounts that are not subject to such control agreements (y) in a total aggregate amount not to exceed $15,000,000 or (z) in payroll, trust or tax accounts in an amount not to exceed the amount held in such accounts in the ordinary course of business consistent with past practice, or (ii) open any securities account without providing prior written notice to the Administrative Agent and entering into a Securities Account Control Agreement in order to give the Administrative Agent Control (as defined in the Security Agreement) of such securities account.

          Section 1.9 Amendment to Article VII . Article VII of the Credit Agreement is hereby amended by inserting the phrase “of this Agreement, Article VII of the Security Agreement or Section 2.5 of the Fourth Amendment and Limited Waiver” after the phrase “or 5.08 or in Article VI” where such phrase appears in clause (d) of such Article.

          Section 1.10 Amendment to Section 4.15 to Security Agreement . Section 4.15 of the Security Agreement is hereby amended by deleting the phrase “when added to the average balance of the Excluded Securities Accounts,” and inserting the phrase “ when added to the average balance of the Excluded Deposit Accounts,” in lieu thereof.

          Section 1.11 Amendment to Section 7.2 to Security Agreement . Section 7.2 of the Security Agreement is hereby amended by deleting the phrase “if such Deposit Account is or replaces a Collateral Deposit Account or other existing Deposit Account then subject, or then required pursuant to Section 4.14 to be subject, to a Deposit Account Control Agreement (any deferral by the Administrative Agent or establishment of any reserve notwithstanding),” appearing therein and inserting the phrase “(other than a payroll, trust or tax account)” in lieu thereof.

          Section 1.12 Amendment to Exhibit G to Security Agreement . Exhibit G of the Security Agreement is hereby amended and restated in its entirety as set forth in Exhibit I hereto.

ARTICLE II

ACKNOWLEDGEMENT AND LIMITED WAIVER

          Section 2.1 Acknowledgement . (a) Each of the Borrowers acknowledges and agrees that as of March 31, 2009, (i) the amount of the Loans outstanding under the Credit Agreement is $105,000,000 plus accrued and unpaid interest and (ii) the amount of Letters of Credit outstanding under the Credit Agreement is $58,185,083.13. All of the Obligations, including those set forth above, are currently valid and outstanding and none of th