SEC Filing | Visteon Corporation

DK STILLWATER GP LLC

/s/ Thomas L. Kempner, Jr.

Thomas L. Kempner, Jr.

Executive Managing Member

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sc13d

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13-d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO §240.13-d-2(a)

(Amendment No. ___)^*

Visteon Corporation

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

92839U107

(CUSIP Number)

Shulamit Leviant, Esq.
c/o Davidson Kempner Partners
New York, New York, 10022
(212) 446-4053

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

Copies to:
Martin J. Bienenstock
Timothy Q. Karcher
Philip Abelson
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019
(212) 259-8000

March 8, 2010

(Date of Event which Requires Filing of this Statement)


^*		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)


CUSIP No.		92839U107		Page		2		of		66 Pages

NAMES OF REPORTING PERSONS

Davidson Kempner Partners

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

300,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

300,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

300,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.23%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		3		of		66 Pages

NAMES OF REPORTING PERSONS

Davidson Kempner Institutional Partners, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

630,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

630,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

630,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.48%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010 .


CUSIP No.		92839U107		Page		4		of		66 Pages

NAMES OF REPORTING PERSONS

M.H. Davidson & Co.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

54,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

54,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

54,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.04%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		5		of		66 Pages

NAMES OF REPORTING PERSONS

Davidson Kempner International, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

702,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

702,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

702,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.54%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		6		of		66 Pages

NAMES OF REPORTING PERSONS

Davidson Kempner Distressed Opportunities Fund LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,362,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,362,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,362,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.05%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		7		of		66 Pages

NAMES OF REPORTING PERSONS

Davidson Kempner Distressed Opportunities International Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,952,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,952,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,952,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.27%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		8		of		66 Pages

NAMES OF REPORTING PERSONS

MHD Management Co.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

300,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

300,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

300,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.23%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		9		of		66 Pages

NAMES OF REPORTING PERSONS

MHD Management Co. GP, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

300,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

300,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

300,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.23%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)



¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		10		of		66 Pages

NAMES OF REPORTING PERSONS

M.H. Davidson & Co. GP, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

54,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

54,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

54,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.04%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		11		of		66 Pages

NAMES OF REPORTING PERSONS

Davidson Kempner Advisers Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

630,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

630,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

630,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.48%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		12		of		66 Pages

NAMES OF REPORTING PERSONS

Davidson Kempner International Advisors, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

702,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

702,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

702,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.54%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		13		of		66 Pages

NAMES OF REPORTING PERSONS

DK Group LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,362,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,362,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,362,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.05%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		14		of		66 Pages

NAMES OF REPORTING PERSONS

DK Management Partners LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,952,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,952,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,952,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.27%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		15		of		66 Pages

NAMES OF REPORTING PERSONS

DK Stillwater GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,952,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,952,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,952,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.27%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		16		of		66 Pages

NAMES OF REPORTING PERSONS

Thomas L. Kempner, Jr.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.60%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		17		of		66 Pages

NAMES OF REPORTING PERSONS

Stephen M. Dowicz

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.60%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		18		of		66 Pages

NAMES OF REPORTING PERSONS

Scott E. Davidson

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.60%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		19		of		66 Pages

NAMES OF REPORTING PERSONS

Timothy I. Levart

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America and the United Kingdom

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.60%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		20		of		66 Pages

NAMES OF REPORTING PERSONS

Robert J. Brivio, Jr.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.60%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		21		of		66 Pages

NAMES OF REPORTING PERSONS

Eric P. Epstein

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.60%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		22		of		66 Pages

NAMES OF REPORTING PERSONS

Anthony A. Yoseloff

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.60%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		23		of		66 Pages

NAMES OF REPORTING PERSONS

Avram Z. Friedman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.60%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		24		of		66 Pages

NAMES OF REPORTING PERSONS

Conor Bastable

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

6,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.60%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		25		of		66 Pages

NAMES OF REPORTING PERSONS

Brigade Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,600,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,600,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,600,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.00%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		26		of		66 Pages

NAMES OF REPORTING PERSONS

Brigade Leveraged Capital Structures Fund Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,600,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,600,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,600,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.00%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		27		of		66 Pages

NAMES OF REPORTING PERSONS

Donald E. Morgan, III

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,600,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,600,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,600,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.00%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		28		of		66 Pages

NAMES OF REPORTING PERSONS

Plainfield Asset Management LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

900,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

900,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

900,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.69%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		29		of		66 Pages

NAMES OF REPORTING PERSONS

Plainfield OC Master Fund Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

225,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

225,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

225,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.17%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		30		of		66 Pages

NAMES OF REPORTING PERSONS

Plainfield Liquid Strategies Master Fund Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

45,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

45,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

45,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.03%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		31		of		66 Pages

NAMES OF REPORTING PERSONS

Plainfield Special Situations Master Fund II Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

630,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

630,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

630,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.48%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		32		of		66 Pages

NAMES OF REPORTING PERSONS

Max Holmes

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

900,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

900,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

900,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.69%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


¹		Based on 130,324,581 shares of Common Stock outstanding as of February 22, 2010, as reported by Visteon Corporation in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2010.


CUSIP No.		92839U107		Page		33		of		66 Pages

Introductory Statement

This Schedule 13D is being filed jointly by the persons listed in Item 2 below, which persons are sometimes individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the purposes described in Item 4 of this Schedule 13D and are thus eligible to make a joint filing under Rule 13d-1(k) promulgated under the Exchange Act. Except as expressly set forth in this Schedule 13D, each Reporting Person disclaims beneficial ownership of securities of the Issuer (as defined below) beneficially owned by any other Reporting Person.

Item 1. Security and Issuer.

The name of the issuer is Visteon Corporation, a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is One Village Center Drive, Van Buren Township, Michigan 48111. This Schedule 13D relates to the Issuer’s Common Stock, $1.00 par value (the “Shares”).

Item 2. Identity and Background.

This Schedule 13D is filed by the following Reporting Persons:

(a) Davidson Kempner Partners, a New York limited partnership (“DKP”), (ii) Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership (“DKIP”), (iii) M.H. Davidson & Co., a New York limited partnership (“CO”), (iv) M.H. Davidson & Co. GP, L.L.C., a New York limited Liability Company (“CO GP”), (v) Davidson Kempner International, Ltd., a British Virgin Islands corporation (“DKIL”), (vi) Davidson Kempner Distressed Opportunities Fund LP, a Delaware limited partnership (“DKDOF”), (vii) Davidson Kempner Distressed Opportunities International Ltd., an exempted Cayman Islands corporation (“DKDOI”), (viii) MHD Management Co., a New York limited partnership (“MHD”), (ix) MHD Management Co. GP, L.L.C., a Delaware limited liability company (“MHD GP”), (x) Davidson Kempner Advisers Inc., a New York corporation (“DKAI”), (xi) Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company (“DKIA”), (xii) DK Group LLC, a Delaware limited liability company (“DKG”), (xiii) DK Management Partners LP, a Delaware limited partnership (“DKMP”), (xiv) DK Stillwater GP LLC, a Delaware limited liability company (“DKS”), (xv) Thomas J. Kempner, Jr., an individual, (xvi) Stephen M. Dowicz, an individual, (xvii) Scott E. Davidson, an individual, (xviii) Timothy I. Levart, (xix) Robert J. Brivio, Jr., an individual, (xx) Eric P. Epstein, an individual, (xxi) Anthony A. Yoseloff, an individual, (xxii) Avram Z. Friedman, an individual and (xxiii) Conor Bastable, an individual, (Messrs. Kempner, Dowicz, Davidson, Levart, Brivio, Epstein, Yoseloff, Friedman and Bastable collectively, the “Principals”) (together, the “Davidson Kempner Filing Persons”); and;

(b) Brigade Capital Management, LLC, a Delaware limited liability company (“Brigade Capital”), (ii) Brigade Leveraged Capital Structures Fund Ltd., a Cayman Islands exempted company (“Brigade Fund”), and (iii) Donald E. Morgan, III, an individual (together the “Brigade Filing Persons”); and

(c) Plainfield Asset Management LLC, a Delaware limited liability company (“PAM”), (ii) Plainfield Special Situations Master Fund II Limited, a Cayman Islands exempted company (“PSSMF2”), (iii) Plainfield Liquid Strategies Master Fund Limited, a Cayman Islands exempted company (“PLSMF”), (iv) Plainfield OC


CUSIP No.		92839U107		Page		34		of		66 Pages

Master Fund Limited, a Cayman Islands exempted company (“POCMF”), and (v) Max Holmes, an individual (together, the “Plainfield Filing Persons”).

Davidson Kempner Filing Persons

The principal business address of the Davidson Kempner Filing Persons is c/o Davidson Kempner Partners, 65 East 55^th Street, 19^th Floor, New York, N.Y. 10022.

The Principals are, the sole limited partners of DKMP, the sole managing members of CO GP, MHD GP, DKIA and DKG, and the sole stockholders and Principals of DKAI, and their principal businesses are to invest for funds and accounts under their management. Messrs. Thomas L. Kempner, Jr. and Timothy I. Levart are also the managing members of DKS. CO GP is the general partner of CO. MHD GP is the general partner of MHD, which in turn is the general partner of DKP. DKG is the general partner of DKDOF. DKMP is the investment manager of DKDOI. DKS is the general partner of DKMP. DKAI is the general partner of DKIP and is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”). DKIA is the investment manager of DKIL. Thomas L. Kempner, Jr. is a director of DKIL and DKDOI. Certain information required by this Item 2 concerning the executive officers, directors and managers of the Davidson Kempner Filing Persons is set forth in Appendix A, attached hereto, which is incorporated herein by reference.

None of the Davidson Kempner Filing Persons has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are either subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. None of the Davidson Kempner Filing Persons has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Messrs. Thomas J. Kempner, Jr., Stephen M. Dowicz, Scott E. Davidson, Robert J. Brivio, Jr., Eric P. Epstein, Anthony A. Yoseloff, Avram Z. Friedman and Conor Bastable are citizens of the United States. Mr. Timothy I. Levart is a citizen of the United States and the United Kingdom.

Brigade Filing Persons

The principal business address of Brigade Capital is 339 Park Avenue, 16^th Floor, New York, New York 10022. The principal business address of Brigade Fund is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. The principal business address of Donald E. Morgan, III is 399 Park Avenue, 16^th Floor, New York, New York 10022.

Brigade Capital, an investment advisor registered under Section 203 of the Investment Advisors Act of 1940, as amended, furnishes investment advice on a discretionary basis to its clients and invests funds and accounts under management. Brigade Capital is the investment manager of Brigade Fund. Donald E. Morgan, III is the managing member of Brigade Capital and a director of Brigade Fund. Certain information required by this Item 2 concerning the executive officers, directors and managers of the Brigade Filing Persons is set forth in Appendix A, attached hereto, which is incorporated herein by reference.

None of the Brigade Filing Persons has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are either subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities


CUSIP No.		92839U107		Page		35		of		66 Pages

subject to, federal or state securities laws or finding any violation with respect to such laws. None of the Brigade Filing Persons has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Mr. Morgan is a citizen of the United States.

Plainfield Filing Persons

The principal business address of the Plainfield Filings Persons is 100 West Putnam Avenue, Greenwich, Connecticut 06830.

The principal business activity of PAM is to serve as a registered investment advisor under Section 203 of the Investment Advisors Act of 1940, as amended. The principal activity of POCMF, PLSMF and PSSMF2 is to invest and trade in a wide variety of securities and financial instruments. PAM is the investment manager of POCMF, PLSMF and PSSMF2. Mr. Holmes is the managing member and chief investment officer of PAM. Certain information required by this Item 2 concerning the executive officers, directors and managers of the Plainfield Filing Persons is set forth in Appendix A, attached hereto, which is incorporated herein by reference.

None of the Plainfield Filing Persons has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are either subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. None of the Plainfield Filing Persons has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Mr. Holmes is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Davidson Kempner Filing Persons

The funds for the purchase of the Shares beneficially owned by the Davidson Kempner Filing Persons were derived from the working capital of DKP, DKIP, DKIL, CO, DKDOF and DKDOI. No borrowed funds were used to purchase the Shares held by the Davidson Kempner Filing Persons, other than borrowed funds used for working capital purposes in the ordinary course of business, including, in certain cases, through borrowings from margin accounts. A total of approximately $2,905,883.35 was paid to acquire such Shares.

Brigade Filing Persons

The funds for the purchase of the Shares beneficially owned by the Brigade Filing Persons were delivered from the working capital of Brigade Fund. No borrowed funds were used to purchase the Shares held by the Brigade Filing Persons, other than borrowed funds used for working capital purposes in the ordinary course of business, including, in certain cases, through borrowings from margin accounts. A total of approximately $1,608,236 was paid to acquire such Shares.

Plainfield Filing Persons

The funds for the purchase of the Shares beneficially owned by the Plainfield Filing Persons were delivered from their respective working capital. No borrowed funds were used to purchase the Shares held by


CUSIP No.		92839U107		Page		36		of		66 Pages

the Plainfield Filing Persons, other than borrowed funds used for working capital purposes in the ordinary course of business, including, in certain cases, through borrowings from margin accounts. A total of approximately $252,000 was paid to acquire such Shares.

Item 4. Purpose of Transaction.

The Reporting Persons acquired their Shares of the Issuer for investment purposes. The Reporting Persons evaluate their investment in the Shares on an ongoing basis. However, other than as set forth below, they have no plans or proposals as of the date of this filing which relate to, or would result in, any of the actions or matters set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D.

On May 28, 2009, the Issuer and certain of its affiliates (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) before the Honorable Christopher S. Sontchi. The Debtors continue to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. The Debtors’ Chapter 11 cases (collectively, the “Chapter 11 Cases”) are being jointly administered under Case No. 09-11786.

The Reporting Persons have been monitoring the Chapter 11 Cases. To the extent permitted by applicable law, rules and regulations, the Reporting Persons may seek to influence the outcome of the Chapter 11 Cases, including, among other things, through (i) direct and/or indirect communications with participants in the Chapter 11 Cases and (ii) direct and/or indirect communications with other persons, including other stockholders of the Company, in each case, for the purpose of attempting to protect and maximize stockholder value.

The Reporting Persons formed an Ad Hoc Committee of the Issuer’s stockholders (the “Ad Hoc Committee”). This Ad Hoc Committee was formed to evaluate and assert the rights of the Issuer’s equity holders. Notwithstanding the Reporting Persons’ participation in the Ad Hoc Committee, the Reporting Persons have not entered into any agreement or understanding to act together with the other participants of the Ad Hoc Committee for the purposes of acquiring, holding, voting or disposing of equity securities of the Issuer; therefore, the Reporting Persons disclaim membership in a group for purposes of Section 13(d) under the Exchange Act with the other participants of the Ad Hoc Committee.

The Reporting Persons may become more actively involved in the Chapter 11 Cases, with the goal of protecting and maximizing stockholder value. In connection with that pursuit, on March 8, 2010, the Reporting Persons approved a letter to be sent to the Board of Directors of the Issuer (the “Board”) requesting that the Board convene a meeting with the Ad Hoc Committee, and its advisors (the “Letter”). The Letter was sent to the Board on March 8, 2010. A copy of the Letter is attached hereto as Exhibit 99.2 and is incorporated by reference in its entirety into this Item 4.

The Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in subparagraphs (a) — (j) of Item 4 of Schedule 13D. However, in connection with their participation in the Ad Hoc Committee, and as may otherwise be appropriate from time to time, the Reporting Persons will consider the feasibility and advisability of various alternative courses of action with respect to their investment in the Issuer.


CUSIP No.		92839U107		Page		37		of		66 Pages

The Reporting Persons reserve the right to take any and all other actions as they deem appropriate with respect to their investment in the Issuer, including, without limitation, (i) to hold their Shares as a passive investor or as an active investor (whether or not as a member of a “group” with other beneficial owners of Shares), (ii) to acquire beneficial ownership of additional securities of the Issuer in the open market, in privately negotiated transactions or otherwise, (iii) to dispose of all or part of their holdings of the securities of the Issuer, (iv) to take other actions which could involve one or more of the types of transactions or have one or more of the results described in subparagraphs (a) — (j) of Item 4 of Schedule 13D, and (v) to contact, communicate with or undertake joint action with any other stockholders of the Issuer in connection with the Chapter 11 Cases or any of the foregoing matters.

All of the Reporting Persons are independent stockholders if the Issuer. The Reporting Persons acquired their holdings of Shares independently, and each retains the independent right to buy, hold, sell and vote its Shares subject to the terms of the Agreement (as defined below).

Item 5. Interest in Securities of the Issuer.

The aggregate number of Shares to which this Schedule 13D relates is 9,500,000, representing 7.29% of the 130,324,581 Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on February 26, 2010.

Davidson Kempner Filing Persons

(a) — (b) The information set forth in Rows 7 through 13 of the cover page hereto for the Davidson Kempner Filing Persons is incorporated herein by reference.

(c) Information with respect to all transactions in the Shares which were effected during the past 60 days by each of the Davidson Kempner Filing Persons is set forth on Appendix B hereto and incorporated herein by reference. All such transactions were effected as brokered transactions.

(d) No other person is known to the Davidson Kempner Filing Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

Brigade Filing Persons

(a) — (b) The information set forth in Rows 7 through 13 of the cover page hereto for the Brigade Filing Persons is incorporated herein by reference.

(c) Information with respect to all transactions in the Shares which were effected during the past 60 days by each of the Brigade Filing Persons is set forth on Appendix B hereto and incorporated herein by reference. All such transactions were effected as brokered transactions.


CUSIP No.		92839U107		Page		38		of		66 Pages

(d) No other person is known to the Brigade Filing Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

Plainfield Filing Persons

(a) — (b) The information set forth in Rows 7 through 13 of the cover page hereto for the Plainfield Filing Persons is incorporated herein by reference.

(c) Information with respect to all transactions in the Shares which were effected during the past 60 days by each of the Plainfield Filing Persons and officers and directors is set forth on Appendix B hereto and incorporated herein by reference. All such transactions were effected as brokered transactions.

(d) No other person is known to the Plainfield Filing Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons have entered into an Agreement, dated March 9, 2010 (the “Agreement”), regarding certain conduct of the Reporting Persons. The Agreement includes, but is not limited to, an agreement by the parties to (i) notify the special counsel for the Ad Hoc Committee after any purchases and sales of Shares, (ii) share legal expenses incurred in connection with the Ad Hoc Committee’s activities and (iii) consult with each other with respect to filing with the SEC, press releases, or other stockholder communications. Any party to the Agreement may terminate its obligations under the Agreement upon written notice to all other parties. A copy of the Agreement is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Appendix A: Information Regarding Instruction C Persons

Appendix B: Transactions Effected During the Past 60 Days.

Exhibit 99.1: Joint Filing Agreement of the Reporting Persons.

Exhibit 99.2: Letter to the Board of the Issuer, dated March 8, 2010.

Exhibit 99.3: Agreement, dated March 9, 2010.


CUSIP No.		92839U107		Page		39		of		66 Pages

Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

March 9, 2010


		DAVIDSON KEMPNER PARTNERS

		By: MHD Management Co.,
		its General Partner

		By: MHD Management Co. GP, L.L.C.,
		its General Partner

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.

		By: Davidson Kempner Advisers Inc.,
		its General Partner

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		President

		M.H. DAVIDSON & CO.

		By: M.H. Davidson & Co. GP, L.L.C.,
		its General Partner

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member


CUSIP No.		92839U107		Page		40		of		66 Pages


		M.H. DAVIDSON & CO. GP, L.L.C.

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DAVIDSON KEMPNER INTERNATIONAL, LTD.

		By: Davidson Kempner International Advisors, L.L.C.,
		its Investment Manager

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		MHD MANAGEMENT CO.

		By: MHD Management Co. GP, L.L.C.,
		its General Partner

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		MHD MANAGEMENT CO. GP, L.L.C.

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DAVIDSON KEMPNER ADVISERS INC.

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		President

		DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C.

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member


CUSIP No.		92839U107		Page		41		of		66 Pages


		DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP

		By: DK Group LLC,
		its General Partner

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.

		By: DK Management Partners LP,
		its Investment Manager

		By: DK Stillwater GP LLC,
		its General Partner

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DK GROUP LLC

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DK MANAGEMENT PARTNERS LP

		By: DK Stillwater GP LLC,
		its General Partner

		By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
		Title:		Executive Managing Member


CUSIP No.		92839U107		Page		42		of		66 Pages


		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.

		/s/ Stephen M. Dowicz Stephen M. Dowicz

		/s/ Scott E. Davidson Scott E. Davidson

		/s/ Timothy I. Levart Timothy I. Levart

		/s/ Robert J. Brivio, Jr. Robert J. Brivio, Jr.

		/s/ Eric P. Epstein Eric P. Epstein

		/s/ Anthony A. Yoseloff Anthony A. Yoseloff

		/s/ Avram Z. Friedman Avram Z. Friedman

		/s/ Conor Bastable Conor Bastable


CUSIP No.		92839U107		Page		43		of		66 Pages


		BRIGADE CAPITAL MANAGEMENT, LLC

		By: Name:		/s/ Donald E. Morgan, III Donald E. Morgan, III
		Title:		Managing Member

		BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD.

		By: Brigade Capital Management, LLC,
		its Investment Manager

		By: Name:		/s/ Donald E. Morgan, III Donald E. Morgan, III
		Title:		Managing Member

		/s/ Donald E. Morgan, III

		Donald E. Morgan, III

		PLAINFIELD ASSET MANAGEMENT LLC

		By: Name:		/s/ Thomas X. Fritsch Thomas X. Fritsch
		Title:		Partner and General Counsel

		PLAINFIELD OC MASTER FUND LIMITED

		By: Name:		/s/ Thomas X. Fritsch Thomas X. Fritsch
		Title:		Authorized Individual

		PLAINFIELD LIQUID STRATEGIES MASTER FUND LIMITED

		By: Name:		/s/ Thomas X. Fritsch Thomas X. Fritsch
		Title:		Authorized Individual


CUSIP No.		92839U107		Page		44		of		66 Pages


		PLAINFIELD SPECIAL SITUATIONS MASTER FUND II LIMITED

		By:		/s/ Thomas X. Fritsch
		Name:		Thomas X. Fritsch
		Title:		Authorized Individual

		MAX HOLMES

		/s/ Thomas X. Fritsch

		Thomas X. Fritsch
		Attorney-in-Fact*


*		Duly authorized pursuant to the Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, which Power of Attorney was attached as Exhibit A to Amendment No. 1 to the Schedule 13G filed with the SEC by Plainfield Asset Management LLC and Plainfield Special Situations Master Fund Limited with respect to the equity securities of Riviera Holdings Corporation on February 2, 2007 and is incorporated by reference herein.


CUSIP No.		92839U107		Page		45		of		66 Pages

APPENDIX A

INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS

The following sets forth as to each of the executive officers and directors of the undersigned: his or her name; his or her business address; his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. To the knowledge of the Reporting Persons, during the last five years, none of the persons listed this Appendix A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2 of this Schedule 13D.

DAVIDSON KEMPNER FILING PERSONS

Davidson Kempner International, Ltd.
Directors:


		Michelle Wilson-Clarke		Senior Vice President, Walkers Fund Services Limited
				Walkers Fund Services Limited
				Walker House, 87 Mary Street
				George Town, KY1-9004,
				Cayman Islands Tel: 345 945 3727 (Main)
				Fax: 345 945 4757 (Main)

				Citizenship: Cayman Islands

		Scott Lennon		Senior Vice President, Walkers Fund Services Limited
				Walkers Fund Services Limited
				Walker House, 87 Mary Street
				George Town, KY1-9004,
				Cayman Islands Tel: 345 945 3727 (Main)
				Fax: 345 945 4757 (Main)

				Citizenship: Canada

Davidson Kempner Distressed
Opportunities International Ltd.
Directors:


		Michelle Wilson-Clarke		Senior Vice President, Walkers Fund Services Limited
				Walkers Fund Services Limited
				Walker House, 87 Mary Street
				George Town, KY1-9004,
				Cayman Islands Tel: 345 945 3727 (Main)
				Fax: 345 945 4757 (Main)

				Citizenship: Cayman Islands

		Scott Lennon		Senior Vice President, Walkers Fund Services Limited
				Walkers Fund Services Limited


CUSIP No.		92839U107		Page		46		of		66 Pages


				Walker House, 87 Mary Street
				George Town, KY1-9004,
				Cayman Islands Tel: 345 945 3727 (Main)
				Fax: 345 945 4757 (Main)

				Citizenship: Canada

BRIGADE FILING PERSONS

Each individual identified below is a citizen of the Cayman Islands.

Brigade Fund

Directors:


		Vijayabalan Muruguesu		Managing Director at Ogier Fiduciary Services (Cayman) Limited)
				89 Nexus Way
				Camana Bay
				Grand Cayman
				Cayman Islands KY1-9007
		Scott Dakers		Associate Director at Ogier Fiduciary Services (Cayman) Limited)
				89 Nexus Way
				Camana Bay
				Grand Cayman
				Cayman Islands KY1-9007

PLAINFIELD FILING PERSONS

The principal employer of Mr. Holmes is PAM, the principal employer of Messrs. Mattison, Bree and Hanson is DMS Management and the principal employer of Mr. Williams is Pacific Alternative Asset Management Company, LLC. Messrs. Holmes, Bree and Williams are citizens of the United States. Mr. Mattison is a citizen of Canada and Mr. Hanson is a citizen of the Cayman Islands.

Plainfield Special Situations Master Fund II
Limited
Directors:


		Max Holmes		100 West Putnam Avenue
				Greenwich, CT 06830

		Gordon Mattison		Citco Trustees (Cayman) Limited
				89 Nexus Way, Camana Bay
				PO Box 31106
				Grand Cayman KY1-1205
				Cayman Islands

		David Bree		Citco Trustees (Cayman) Limited
				89 Nexus Way, Camana Bay
				PO Box 31106


CUSIP No.		92839U107		Page		47		of		66 Pages


				Grand Cayman KY1-1205
				Cayman Islands

Plainfield Liquid Strategies Master Fund Limited
Directors:


		Max Holmes		100 West Putnam Avenue
				Greenwich, CT 06830

		David Bree		Citco Trustees (Cayman) Limited
				89 Nexus Way, Camana Bay
				PO Box 31106
				Grand Cayman KY1-1205
				Cayman Islands

		Roger Hanson		Citco Trustees (Cayman) Limited
				89 Nexus Way, Camana Bay
				PO Box 31106
				Grand Cayman KY1-1205
				Cayman Islands

Plainfield OC Master Fund Limited
Directors:


		Max Holmes		100 West Putnam Avenue
				Greenwich, CT 06830

		David Bree		Citco Trustees (Cayman) Limited
				89 Nexus Way, Camana Bay
				PO Box 31106
				Grand Cayman KY1-1205
				Cayman Islands

		Kevin Williams		c/o Pacific Alternative Asset Management Company, LLC
				19450 Jamboree Road Suite 400
				Irvine, CA 92612


CUSIP No.		92839U107		Page		48		of		66 Pages

APPENDIX B

TRANSACTIONS IN THE SHARES EFFECTED BY THE
REPORTING PERSONS DURING THE PAST SIXTY DAYS
(UNLESS OTHERWISE STATED, ALL TRANSACTIONS WERE EFFECTED IN
THE OPEN MARKET)

M.H. DAVIDSON & CO.


Date of Trade	Shares Purchased (Sold)	Price per Share

02/26/10	19,056	$0.2610
02/26/10	7,944	0.3442
03/01/10	990	0.3863
03/01/10	16,110	0.7701
03/01/10	900	0.7000
03/03/10	9,000	0.5147

DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP


Date of Trade	Shares Purchased (Sold)	Price per Share

02/26/10	480,635	$0.2610
02/26/10	200,365	0.3442
03/01/10	24,970	0.3863
03/01/10	406,330	0.7701
03/01/10	22,700	0.7000
03/03/10	227,000	0.5147

DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.


Date of Trade	Shares Purchased (Sold)	Price per Share

02/26/10	1,041,731	$0.2610
02/26/10	434,269	0.3442
03/01/10	54,120	0.3863
03/01/10	880,680	0.7701
03/01/10	49,200	0.7000
03/03/10	492,000	0.5147

DAVIDSON KEMPNER INTERNATIONAL, LTD.


Date of Trade	Shares Purchased (Sold)	Price per Share

02/26/10	247,728	$0.2610
02/26/10	103,272	0.3442
03/01/10	12,870	0.3863
03/01/10	209,430	0.7701
03/01/10	11,700	0.7000
03/03/10	117,000	0.5147


CUSIP No.		92839U107		Page		49		of		66 Pages

DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.


Date of Trade	Shares Purchased (Sold)	Price per Share

02/26/10	222,320	$0.2610
02/26/10	92,680	0.3442
03/01/10	11,550	0.3863
03/01/10	187,950	0.7701
03/01/10	10,500	0.7000
03/03/10	105,000	0.5147

DAVIDSON KEMPNER PARTNERS


Date of Trade	Shares Purchased (Sold)	Price per Share

02/26/10	105,867	$0.2610
02/26/10	44,133	0.3442
03/01/10	5,500	0.3863
03/01/10	89,500	0.7701
03/01/10	5,000	0.7000
03/03/10	50,000	0.5147

BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD.


Date of Trade	Shares Purchased (Sold)	Price per Share

03/02/10	276,000	$0.51471959
03/03/10	1,224,000	0.52093174
03/03/10	500,000	0.55
03/05/10	500,000	0.9076
03/08/10	100,000	0.7477

PLAINFIELD OC MASTER FUND LIMITED


Date of Trade	Shares Purchased (Sold)	Price per Share

02/26/10	175,000	$0.14
03/04/10	50,000	0.77

PLAINFIELD LIQUID STRATEGIES MASTER FUND LIMITED


Date of Trade	Shares Purchased (Sold)	Price per Share

02/26/10	35,000	$0.14
03/04/10	10,000	0.77

PLAINFIELD SPECIAL SITUATIONS MASTER FUND II LIMITED


Date of Trade	Shares Purchased (Sold)	Price per Share

02/26/10	490,000	$0.14
03/04/10	140,000	0.77

Exhibit 99.1


CUSIP No.		92839U107		Page		50		of		66 Pages

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of the common stock of Visteon Corporation is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: March 9, 2010


		DAVIDSON KEMPNER PARTNERS

		By: MHD Management Co.,
		its General Partner

		By: MHD Management Co. GP, L.L.C.,
		its General Partner

		By:		/s/ Thomas L. Kempner, Jr.
		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.

		By: Davidson Kempner Advisers Inc.,
		its General Partner

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		President


CUSIP No.		92839U107		Page		51		of		66 Pages


		M.H. DAVIDSON & CO.

		By: M.H. Davidson & Co. GP, L.L.C.,
		its General Partner

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		M.H. DAVIDSON & CO. GP, L.L.C.

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DAVIDSON KEMPNER INTERNATIONAL, LTD.

		By: Davidson Kempner International Advisors, L.L.C.,
		its Investment Manager

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		MHD MANAGEMENT CO.

		By: MHD Management Co. GP, L.L.C.,
		its General Partner

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		MHD MANAGEMENT CO. GP, L.L.C.

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member


CUSIP No.		92839U107		Page		52		of		66 Pages


		DAVIDSON KEMPNER ADVISERS INC.

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		President

		DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C.

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP

		By: DK Group LLC,
		its General Partner

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.

		By: DK Management Partners LP,
		its Investment Manager

		By: DK Stillwater GP LLC,
		its General Partner

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DK GROUP LLC

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member


CUSIP No.		92839U107		Page		53		of		66 Pages


		DK MANAGEMENT PARTNERS LP

		By: DK Stillwater GP LLC,
		its General Partner

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		DK STILLWATER GP LLC

		By:		/s/ Thomas L. Kempner, Jr.

		Name:		Thomas L. Kempner, Jr.
		Title:		Executive Managing Member

		/s/ Thomas L. Kempner, Jr.

		Thomas L. Kempner, Jr.

		/s/ Stephen M. Dowicz

		Stephen M. Dowicz

		/s/ Scott E. Davidson

		Scott E. Davidson

		/s/ Timothy I. Levart

		Timothy I. Levart

		/s/ Robert J. Brivio, Jr.

		Robert J. Brivio, Jr.

		/s/ Eric P. Epstein

		Eric P. Epstein

		/s/ Anthony A. Yoseloff

		Anthony A. Yoseloff

		/s/ Avram Z. Friedman

		Avram Z. Friedman


CUSIP No.		92839U107		Page		54		of		66 Pages


		/s/ Conor Bastable

		Conor Bastable

		BRIGADE CAPITAL MANAGEMENT, LLC

		By:		/s/ Donald E. Morgan, III

		Name:		Donald E. Morgan, III
		Title:		Managing Member

		BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD.

		By: Brigade Capital Management, LLC,
		its Investment Manager

		By:		/s/ Donald E. Morgan, III

		Name:		Donald E. Morgan, III
		Title:		Managing Member

		/s/ Donald E. Morgan, III

		Donald E. Morgan, III

		PLAINFIELD ASSET MANAGEMENT LLC

		By:		/s/ Thomas X. Fritsch

		Name:		Thomas X. Fritsch
		Title:		Partner and General Counsel

		PLAINFIELD OC MASTER FUND LIMITED

		By:		/s/ Thomas X. Fritsch

		Name:		Thomas X. Fritsch
		Title:		Authorized Individual


CUSIP No.		92839U107		Page		55		of		66 Pages


		PLAINFIELD LIQUID STRATEGIES MASTER FUND LIMITED

		By:		/s/ Thomas X. Fritsch

		Name:		Thomas X. Fritsch
		Title:		Authorized Individual

		PLAINFIELD SPECIAL SITUATIONS MASTER FUND II LIMITED

		By:		/s/ Thomas X. Fritsch

		Name:		Thomas X. Fritsch
		Title:		Authorized Individual

		MAX HOLMES

		/s/ Thomas X. Fritsch

		Thomas X. Fritsch
		Attorney-in-Fact*


*		Duly authorized pursuant to the Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, which Power of Attorney was attached as Exhibit A to Amendment No. 1 to the Schedule 13G filed with the SEC by Plainfield Asset Management LLC and Plainfield Special Situations Master Fund Limited with respect to the equity securities of Riviera Holdings Corporation on February 2, 2007 and is incorporated by reference herein.

exv99w2

Exhibit 99.2


CUSIP No.		92839U107		Page		56		of		66 Pages


		Dewey & LeBoeuf LLP
		1301 Avenue of the Americas
		New York, NY 10019-6092

		tel (212) 259-8530
		fax (212) 259-6538
		mbienenstock@dl.com

March 8, 2010

VIA EMAIL

Board of Directors of Visteon Corporation
c/o Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attn.: Jamie Sprayregen, Esq.


Re:		In re Visteon Corporation, Chapter 11 Case No. 09-11786 (Jointly Administered) (CSS)

Dear Members of the Board of Directors:

We represent an ad hoc committee of equityholders (the “Ad Hoc Equity Committee”), the members of which collectively hold 7.3% of the outstanding common stock of Visteon Corporation (the “Company”).¹ In light of the significant and ongoing improvement in the Company’s financial performance and outlook, we believe it is imperative that the Board consult the Company’s owners and their advisors to help develop a revised chapter 11 plan. Given that the Company is in the final phase of its chapter 11 case with a hearing pending shortly to approve its existing disclosure statement, we submit time is of the essence and the Board should consult with our clients immediately.

On December 17, 2009, the Debtors filed their Joint Plan of Reorganization and related Disclosure Statement. In general, the plan provides for recovery for the Debtors’ secured debt in the form of new secured debt and more than 95% of the equity in the reorganized Debtors. The plan provides no recovery for general unsecured claimholders and, thus, no recovery for holders of the Company’s equity securities.

The projections in the Debtors’ Disclosure Statement, issued in support of its proposed plan just two weeks before the end of the 2009 fiscal year, present a portrait of the Company’s


¹		The members of the Ad Hoc Equity Committee may also hold other Visteon securities from time to time.


CUSIP No.		92839U107		Page		57		of		66 Pages

Visteon Board
March 8, 2010
Page 2

fiscal health which appears increasingly inaccurate with each passing month of improved financial performance. On February 26, 2010, the Company filed its quarterly earnings and Annual Report which revealed that the Company produced sales, gross margin, EBITDA and net income for 2009 materially higher than that forecast in the Disclosure Statement. The Company’s January Monthly Operating Report provides evidence that the financial performance continues to improve. Likewise, cash on hand, which had been projected on December 17^th to be $777 million actually totaled $1.095 billion at December 31, 2009. The Company’s Chairman and CEO, Donald J. Stebbins, underscored this improved financial outlook in a press release that coincided with the release of the Annual Report:

As vehicle volumes increase and the macro-economic environment improves, we are well-positioned to win and retain business from customers around the world who recognize the benefits of Visteon’s product quality, innovative technologies, and strong global engineering and manufacturing footprint.

Considering that the financial projections in the Disclosure Statement were prepared with the benefit of having actual results for the first three quarters of 2009, the magnitude of the difference between actual 4^th quarter results and those implied by the December 17^th forecast is all the more striking. Given current trading prices of the Company’s debt and equity securities, which have increased sharply since February 26th, it appears that our clients are not the only ones who view your proposed Disclosure Statement’s bearish financial projections used to justify a low valuation of the Company with an understandable dose of skepticism. As such, there is no meritorious basis for the Company to exclude its shareholders from significant distributions under a revised chapter 11 plan and the necessary discussions to overhaul the Debtors’ proposed restructuring.

There is a practical incentive for creditors to argue for a low valuation of the Company in order to receive securities that will actually provide them a windfall well above payment in full of their claims, all at the expense of existing equity. Accordingly, the Board’s fiduciary duty to its shareholders compels it to take immediate action to ensure that your proposed plan and disclosure statement are revised to reflect the new reality of the Company’s financial picture and these chapter 11 cases.

We hope to work collaboratively with the Board and management to ensure that this happens. The shareholders are the Company’s owners, and we trust the Board and management will act in accordance with the shareholders’ best interests.

To that end, we request a meeting with the Board, financial advisors, counsel, and the Company’s management no later than March 12, 2010 to discuss appropriate modifications to the Plan. Because time is of the essence, we ask that you please respond to our request for a


CUSIP No.		92839U107		Page		58		of		66 Pages

Visteon Board
March 8, 2010
Page 3

meeting by 5:00 p.m. (New York Time) on Tuesday, March 9, 2010.

We look forward to your response.

Sincerely,

/s/ Martin J. Bienenstock

Martin J. Bienenstock

MJB/ds

CC:

Marc Kieselstein, Esq.

exv99w3

Exhibit 99.3


CUSIP No.		92839U107		Page		59		of		66 Pages

AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Visteon Corporation, a Delaware corporation (the “Company”); and

WHEREAS, (A) (i) Davidson Kempner Partners, a New York limited partnership, (ii) Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership, (iii) M.H. Davidson & Co., a New York limited partnership, (iv) Davidson Kempner International, Ltd, a British Virgin Islands corporation, (v) Davidson Kempner Distressed Opportunities Fund LP, a Delaware limited partnership, and (vi) Davidson Kempner Distressed Opportunities International Ltd, a Cayman Islands corporation (together, the “Davidson Kempner Party”); and (B) Brigade Leveraged Capital Structures Fund Ltd., a Cayman Islands exempted company (the “Brigade Party”); and (C) (i) Plainfield OC Master Fund Limited, a Cayman Island company, (ii) Plainfield Liquid Strategies Master Fund Limited, a Cayman Islands company, and (iii) Plainfield Special Situations Master Fund II Limited, a Cayman Island company (together, the “Plainfield Party,” and the Davidson Kempner Party, the Brigade Party and the Plainfield Party being collectively referred to as the “Parties” and being individually referred to as a “Party”), wish to enter into this Agreement (this “Agreement”) pertaining to certain matters relating to the Company and its Securities (as defined below).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1. Notice of Trades. Each Party hereby agrees to provide Dewey & LeBoeuf LLP (the “Counsel”), which firm has been retained by the Parties to act as counsel for the ad hoc committee of equity holders of the Company formed by the Parties (the “Ad Hoc Equity Committee”), and the other Parties written notice of any purchases or sales of Securities or acquisition or disposition of beneficial ownership of Securities, in each case, as promptly as reasonably practicable and in any event no later than 11:59 p.m., New York City time, on the day on which such purchase or sale was made. Such written notice shall include a description of the type of Securities purchased or sold, the total number or quantity of the Securities purchased or sold, the price at which such Securities were purchased or sold and, to the extent an amendment to any existing disclosure in a Schedule 13D filed by the Parties would be necessary, such other information as necessary to amend the existing disclosure in such Schedule 13D in accordance with the applicable rules and regulations under the Securities Exchange Act of 1934 (the “Exchange Act”). For purposes of this Agreement, “Securities” shall mean the common stock, par value $1.00 per share (“Common Stock”), of the Company, any options to purchase or sell shares of Common Stock and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to the Common Stock.

2. Expenses; New Parties. (a) Each of the Davidson Kempner Party, the Brigade Party and the Plainfield Party hereby agrees to pay their pro rata portion of all fees and expenses of the Counsel acting as counsel for the Ad Hoc Equity Committee. Each Party’s pro rata portion of the fees and expenses of the Counsel with respect to any particular calendar month shall be determined based on proportion of (x) the average of such Party’s percentage


CUSIP No.		92839U107		Page		60		of		66 Pages

ownership of the outstanding Common Stock as of the first day and the last day of the immediately preceding calendar month in relation to (y) the average of the aggregate percentage ownership of all of the Parties of the outstanding Common Stock as of the first day and the last day of such immediately preceding calendar month (as so determined, the “Pro Rata Portion”), and, at all times, the sum of the Pro Rata Portion of the fees and expenses of the Counsel for each Party shall equal 100% of the total outstanding fees and expenses of the Counsel. If any Party shall have terminated its obligations under Sections 1 through 3 of this Agreement pursuant to Section 7 hereof, then, notwithstanding any such termination, such terminating Party shall continue to be obligated to pay its Pro Rata Portion of the fees and expenses of the Counsel that were accrued and unpaid through the later of (i) the end of the calendar month on which such termination occurred and (ii) 15 days after the date of such termination. If any person or entity desires to become a member of the Ad Hoc Equity Committee (the “Prospective New Member”), then, as a condition to such membership, the Prospective New Member shall be required to execute a joinder to this Agreement whereby the Prospective New Member shall agree to become subject to all of the terms and conditions of this Agreement, including the obligation to pay its Pro Rata Portion of the fees and expenses of the Counsel beginning as of the first day of the calendar month in which such joinder was executed, in which case the Pro Rata Portion of all of the other Parties shall be adjusted accordingly. If any additional advisors are retained by the Parties to advise the Ad Hoc Equity Committee, then the Parties agree to (x) share the costs associated with the retention of such advisors in a manner that is fair, equitable and similar to the manner in which the fees and expenses of the Counsel are being shared by the Parties pursuant to this Section 2(a) and (y) similarly provide for a mechanism whereby a portion of such costs are allocated fairly and equitably to any Party terminating its obligations hereunder pursuant to Section 7 hereof and any new member admitted to the Ad Hoc Equity Committee.

(b) Except as otherwise provided in Section 2(a) above, each Party agrees to be solely responsible for and to discharge all expenses, charges, costs and liabilities incurred by it in connection with this Agreement and any transaction contemplated hereby.

(c) Any admission of the Prospective New Member to the Ad Hoc Equity Committee and the joinder of such Prospective New Member to this Agreement shall require the approval of each Party to this Agreement, which approval shall not be unreasonably withheld, conditioned or delayed.

3. Communication. Each Party hereby agrees that all filings with the Securities and Exchange Commission (the “SEC”), press releases and any other stockholder communication, in each case, that relate to the Company or the Ad Hoc Equity Committee shall be coordinated with, and be subject to the prior approval of, the other Parties, which approval shall not be unreasonably withheld, conditioned or delayed.

4. Relationship of the Parties. The relationship of the Parties shall be limited to carrying on the activities expressly contemplated by this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein. Nothing in this Agreement shall be construed to authorize any Party to act as an agent for any other Party, or to create a joint venture or partnership. This Agreement shall not restrict or limit any Party’s right to purchase or sell Securities as such Party deems appropriate or advisable in its sole discretion and shall not restrict or limit any Party’s right to vote the Securities in any manner that it deems appropriate or advisable in its sole discretion.

5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.


CUSIP No.		92839U107		Page		61		of		66 Pages

6. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the laws of conflict of laws. In the event of any dispute among the Parties hereto arising out of the provisions of this Agreement, the Parties consent and submit to the exclusive jurisdiction of any state or federal court located in the State of New York. Each Party hereby waives any right it may have to a trial by jury in respect of any claim brought by or on behalf of any of the other Parties based upon, arising out of or in connection with this Agreement or the transactions contemplated hereby.

7. Termination. Any Party hereto may terminate its obligations under Sections 1 through 3 of this Agreement (except as otherwise set forth in Section 2 of this Agreement) by providing written notice of such termination to the other Parties and the Counsel. Such termination shall be effective immediately upon receipt of such notice by the other Parties. Notwithstanding anything in this Agreement to the contrary, Sections 4 through 11 of this Agreement and the obligation to pay the Pro Rata Portion of the fees and expenses of the Counsel and the costs associated with any additional advisors retained by the Parties as set forth in Section 2 of this Agreement shall survive any such termination.

8. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be given either by (a) personal delivery or (b) facsimile or email transmission (with the original copy of the notice or communication to be subsequently delivered by registered or certified mail or overnight courier service). Notices shall be sent to the appropriate party at its address, facsimile number or email address given below (or at such other address or facsimile number for such party as shall be specified by notice given hereunder) and shall be deemed given when so delivered by hand or facsimile or email transmission.

If to the Davidson Kempner Party, to:

Davidson Kempner Capital Management LLC
65 East 55th Street, 19th Floor
New York, New York 10022
Attn: Scott Vogel (Email: svogel@dkpartners.com)
Shulamit Leviant, Esq. (Email: sleviant@dkpartners.com

with a copy to Dewey & LeBoeuf LLP


CUSIP No.		92839U107		Page		62		of		66 Pages

If to the Brigade Party, to:

Brigade Capital Management, LLC
399 Park Avenue, 16th Floor
New York, New York 10022
Attn: Ivan Krsticevic (Email: ik@brigadecapital.com)
Angelo Rufino (Email: ar@brigadecapital.com)
Steven Vincent (Email: sv@brigadecapital.com)

with a copy to Dewey & LeBoeuf LLP

If to the Plainfield Party, to:

Plainfield Asset Management LLC
100 West Putnam Avenue
Greenwich, Connecticut 06830
Attn: Marc Sole (Email: marc.sole@pfam.com)
Rayan Joshi (Email: rayan.joshi@pfam.com)
Thomas Fritsch (Email: thomas.fritsch@pfam.com)
Fax No.: (203) 302-1779

with a copy to Dewey & LeBoeuf LLP

If to Dewey & LeBoeuf LLP, to:

Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019
Attn: Martin J. Bienenstock, Esq. (Email: mbienenstock@dl.com)
Timothy Q. Karcher, Esq. (Email: tkarcher@dl.com)
Phil Abelson, Esq. (Email: pabelson@dl.com)

Fax No.: (212) 259-6333

9. Injunctive and Other Relief. Each Party acknowledges and agrees on behalf of itself and its affiliates that the rights afforded herein are unique and that any violation of this Agreement may cause irreparable injury to the non-breaching Parties for which monetary damages are inadequate, difficult to compute, or both. Accordingly, each Party expressly agrees that, in addition to any other remedies which any non-breaching Party may have, each non-breaching Party shall be entitled to injunctive or other equitable relief for any breach or threatened breach of any term, provision or covenant of this Agreement by the breaching Party.

10. Entire Agreement; Amendments; No Third Party Beneficiaries. This Agreement represents the entire understanding and agreement of the parties with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing


CUSIP No.		92839U107		Page		63		of		66 Pages

executed by each of the Parties expressly so amending, modifying or waiving this Agreement. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns. This Agreement is solely for the benefit of the Parties and is not intended to, and shall not be construed to, confer a right or benefit on any other person or entity.

11. Acknowledgement. Each Party hereby acknowledges that this Agreement may be filed with the SEC as an exhibit to a Schedule 13D pursuant to Section 13(d) of the Exchange Act.

[SIGNATURE PAGE FOLLOWS]


CUSIP No.		92839U107		Page		64		of		66 Pages

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the 9th day of March, 2010.


DAVIDSON KEMPNER PARTNERS

By: MHD Management Co.,
its General Partner

By: M.H. Davidson & Co. GP, L.L.C.,
its General Partner

By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
Title:		Executive Managing Member

M.H. DAVIDSON & CO.

By: M.H. Davidson & Co. GP, L.L.C.,
its General Partner

By:		/s/ Thomas L. Kempner, Jr.

Name:		Thomas L. Kempner, Jr.
Title:		Executive Managing Member

DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP

By: DK Group LLC, its General Partner

By:		/s/ Thomas L. Kempner, Jr.

Name:		Thomas L. Kempner, Jr.
Title:		Executive Managing Member


DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.

By: Davidson Kempner Advisers Inc.,
its General Partner

By: Name:		/s/ Thomas L. Kempner, Jr. Thomas L. Kempner, Jr.
Title:		President

DAVIDSON KEMPNER INTERNATIONAL, LTD.

By: Davidson Kempner International Advisors, L.L.C., its Investment Manager

By:		/s/ Thomas L. Kempner, Jr.

Name:		Thomas L. Kempner, Jr.
Title:		Executive Managing Member

DAVIDSON KEMPNER DISTRESSED
OPPORTUNITIES INTERNATIONAL LTD.

By: DK Management Partners LP,
its Investment Manager

By: DK Stillwater GP LLC, its General Partner

By:		/s/ Thomas L. Kempner, Jr.

Name:		Thomas L. Kempner, Jr.
Title:		Executive Managing Member


CUSIP No.		92839U107		Page		65		of		66 Pages


		BRIGADE LEVERAGED CAPITAL STRUCTURES FUND LTD.

		By: Brigade Capital Management, LLC,
		its Investment Manager

		By: Name:		/s/ Donald E. Morgan, III Donald E. Morgan, III
		Title:		Managing Member


CUSIP No.		92839U107		Page		66		of		66 Pages


		PLAINFIELD OC MASTER FUND LIMITED

		By: Name:		/s/ Rayan R. Joshi Rayan R. Joshi
		Title:		Authorized Individual

		PLAINFIELD LIQUID STRATEGIES MASTER FUND LIMITED

		By:		/s/ Rayan R. Joshi

		Name:		Rayan R. Joshi
		Title:		Authorized Individual

		PLAINFIELD SPECIAL SITUATIONS MASTER FUND II LIMITED

		By:		/s/ Rayan R. Joshi

		Name:		Rayan R. Joshi
		Title:		Authorized Individual