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Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 2)

Under the Securities Exchange Act of 1934
 

 
Visteon Corporation
(Name of Issuer)
 
Common Stock, $1.00 par value
(Title of Class of Securities)
 
92839U107
(CUSIP Number)
 
Sandip S. Khosla, Esq.
Goldman, Sachs & Co.
200 West Street
New York, New York 10282-2188
(212) 902-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 25, 2010
(Date of Event which Requires Filing of this Statement)
 
If the Reporting 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.
 
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).
 
(Continued on following pages)
 
(Page 1 of 6 Pages)
 
 
 
 
 
CUSIP No. 92839U107
13D
 Page 2 of 6 Pages    
 
1
NAMES OF REPORTING PERSONS
The Goldman Sachs Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) 
(b)
o
x
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     PURSUANT TO ITEM 2(d) or 2(e)
   o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
5,079,455
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
5,079,455
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,079,455
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.90%
14
TYPE OF REPORTING PERSON
HC-CO

Page 2 of 6 Pages
 
 
 
 
CUSIP No. 92839U107
13D
 Page 3 of 6 Pages
 
1
NAMES OF REPORTING PERSONS
Goldman, Sachs & Co.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) 
(b)
o
x
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     PURSUANT TO ITEM 2(d) or 2(e)
   x
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
5,079,455
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
5,079,455
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,079,455
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.90%
14
TYPE OF REPORTING PERSON
BD-PN-IA
 
Page 3 of 6 Pages
 
 
 
 

This Amendment No. 2 supplements the information set forth in the Schedule 13D filed by the Reporting Persons (as defined therein) with the United States Securities and Exchange Commission on May 18, 2010 (the “Schedule 13D”), and amended by Amendment No. 1 on June 21, 2010 relating to the shares of Common Stock, par value $1.00 per share of Visteon Corporation, a Delaware corporation (“Issuer”).  Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.  The Schedule 13D is hereby amended as follows:
 
Item 5.  Interest in Securities of the Issuer.

Item 5(a) and (c) of the Schedule 13D are hereby amended as follows:

(a) As of June 25, 2010, Goldman Sachs may be deemed to have beneficially owned directly an aggregate of 5,079,455 shares of Common Stock acquired in ordinary course trading activities by Goldman Sachs, representing in the aggregate approximately 3.90% of the shares of Common Stock reported to be outstanding as of April 26, 2010 as disclosed in Company’s most recent quarterly report on Form 10-Q for the period ended March 31, 2010 (the “10-Q”).

As of June 25, 2010, GS Group may be deemed to have beneficially owned indirectly an aggregate of 5,079,455 shares of Common Stock beneficially owned directly by Goldman Sachs described above, representing in the aggregate approximately 3.90% of the shares of Common Stock reported to be outstanding as disclosed in Company’s 10-Q.
 
 
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain invest ment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedule I hereto may be deemed to have beneficially owned any shares of Common Stock as of June 25, 2010 other than as set forth herein.

The information set forth in Item 6 of this Schedule 13D as amended or supplemented is hereby incorporated herein by reference.

(c) No transactions in the Common Stock were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedule I hereto, during the period from June 19, 2010 to June 25, 2010.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby supplemented by adding the following at the end thereof:
 
Page 4 of 6 Pages
 
 
 
On June 25, 2010, the Issuer and the Investors entered into the Second Amendment to the Equity Commitment Agreement, effective as of June 20, 2010.  The Second Amendment to the Equity Commitment Agreement amends (i) Section 7.2(b) of the Equity Commitment Agreement to extend the date by which the Issuer has to use its commercially reasonable efforts to obtain an order approving a disclosure statement to July 2, 2010 and (ii) Section 10.1(c) of the Equity Commitment Agreement to extend the date by which certain Investors may terminate the Equity Commitment Agreement for failure to obtain such order to July 2, 2010.  The above summary of the material terms of the Second Amendment to the Equity Commitment Agreement is qualified in its entirety by reference to the text of the Second Amendment to the Equity Commitment Agreement, a copy of which is attached hereto as Exhibit 1.
 
Item 7.  Exhibits.
 
Exhibit 1
Second Amendment to Equity Commitment Agreement, dated as of June 25, 2010, by and between Visteon Corporation and certain investors.
   
Exhibit 2
Joint Filing Agreement, dated May 17, 2010, between The Goldman Sachs Group, Inc. and Goldman, Sachs & Co.
   
Exhibit 3
Power of Attorney, dated October 6, 2008, relating to The Goldman Sachs Group, Inc.
   
Exhibit 4
Power of Attorney, dated October 6, 2008, relating to Goldman, Sachs & Co.

Page 5 of 6 Pages
 
 
 
 
SIGNATURE
 
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  June 29, 2010
 
 
THE GOLDMAN SACHS GROUP, INC.
   
 
By: /s/ Kevin P. Treanor
 
      Name: Kevin P. Treanor
      Title: Attorney-in-fact
   
 
GOLDMAN, SACHS & CO.
   
 
By: /s/ Kevin P. Treanor
 
      Name: Kevin P. Treanor
      Title: Attorney-in-fact



 
 














Page 6 of 6 Pages


Unassociated Document
SECOND AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT
 
This Second Amendment (this "Amendment"), dated as of June 25, 2010 and effective as of June 20, 2010, is made and entered into by and among Visteon Corporation (as debtor-in-possession and a reorganized debtor, as applicable, the "Company") and the Investors whose signatures are set forth below (the "Amending Investors").  Capitalized terms used and not otherwise defined herein have the meanings set forth in the Equity Commitment Agreement (as defined below).
 
WHEREAS, the Company and the Amending Investors are parties to that certain Equity Commitment Agreement, dated as of May 6, 2010 (as amended by that certain First Amendment to the Equity Commitment Agreement, dated as of June 13, 2010, the "Equity Commitment Agreement");
 
WHEREAS, Section 11.7 of the Equity Commitment Agreement provides, among other things, that the Equity Commitment Agreement may be amended only in a writing signed by the Company and all of the Lead Investors, subject to the other provisions set forth in the Equity Commitment Agreement; and
 
WHEREAS, the Company and the Amending Investors wish to amend the Equity Commitment Agreement, and the Amending Investors include all of the Lead Investors;
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Equity Commitment Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
A. Amendments to the Equity Commitment Agreement.  The Equity Commitment Agreement is hereby amended as follows:
 
1. Section 7.2(b) - Milestone Date.  Clause (iv) of Section 7.2(b) of the Equity Commitment Agreement shall be amended by deleting the phrase "June 20, 2010" and replacing it with the phrase "July 2, 2010".
 
2. Section 10.1(c) - Milestone Date.  Clause (ii) of Section 10.1(c) of the Equity Commitment Agreement shall be amended by deleting the phrase "June 20, 2010" and replacing it with the phrase "July 2, 2010".
 
B. Miscellaneous. This Amendment and the Equity Commitment Agreement, together, contain the complete agreement among the parties hereto and thereto and supersede any prior understandings, agreements, letters of intent, or representations by or among such parties, written or oral, that may have related to the subject matter hereof in any way.  Except as specifically amended hereby, the Equity Commitment Agreement, as amended hereby, shall remain in full force and effect.  The terms and provisions of Sections 11.1 through 11.8 and 11.10 of the Equity Commitment Agreement are incorporated herein by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment.
 
*           *           *           *           *
 

 
 
 

IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the date first written above.
 
   
VISTEON CORPORATION
 
 
    By:   /s/ Michael Sharnas          
     
Name: Michael Sharnas
Title:   General Counsel
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Company Signature Page]
 
 
 
 
 
 
   
CQS CONVERTIBLE AND QUANTITATIVE
STRATEGIES MASTER FUND LIMITED
 
 
    By:   /s/ Kevin Jones            
     
Name: Kevin Jones
Title:   Authorized Signatory
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
 
   
CQS DIRECTIONAL OPPORTUNITIES
MASTER FUND LIMITED
 
 
    By:   /s/ Kevin Jones            
     
Name: Kevin Jones
Title:   Authorized Signatory
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
 
   
DEUTSCHE BANK SECURITIES INC.
(Solely with Respect to the Distressed Products Group)
 
 
    By:   /s/ Ray Costa                         
     
Name:  Ray Costa
Title:    Managing Director
     
 
 
    By:   /s/ C. J. Lanktree                   
     
Name: Charles J. Lanktree
Title:   Managing Director
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
 
   
ELLIOTT INTERNATIONAL, L.P.
 
 
    By:   Elliott International Capital Advisors Inc., as Attorney-in-Fact
 
 
 
    
    By:   /s/ Elliot Greenberg        
     
Name: Elliot Greenberg
Title:   Vice President
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
 
   
GOLDMAN, SACHS & CO.,
solely with respect to the
High Yield Distressed Investing Group
 
 
    By:   /s/ Justin Slatky       
     
Name:  Justin Slatky
Title:    Managing Director
 
 
 
 
 
 
 
 
 

[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
 
   
KIVU INVESTMENT FUND LIMITED
 
 
    By:   /s/ Kevin Jones                         
     
Name:  Kevin Jones
Title:    Authorized Signatory
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
 
   
MONARCH MASTER FUNDING LTD
 
    By:  
MONARCH ALTERNATIVE CAPITAL LP, its investment advisor
 
 
 
    
    By:   /s/ Christopher Santana      
     
Name: Christopher Santana
Title:   Managing Principal
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
 
   
OAK HILL ADVISORS, L.P., on behalf of
certain private funds and separate accounts
that it manages
 
 
    By:   /s/ Scott D. Krase       
     
Name: Scott D. Krase
Title:   Authorized Signatory
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
 
   
SOLUS ALTERNATIVE ASSET MANAGEMENT LP,
as investment advisor to its private funds
 
 
    By:   /s/ Chris Pucillo     
     
Name:  Chris Pucillo   
Title:    Authorized Signatory
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
 
 
   
THE LIVERPOOL LIMITED PARTNERSHIP
 
    By:   Liverpool Associates, Ltd., as General Partner
 
 
 
    
    By:   /s/ Elliot Greenberg      
     
Name: Elliot Greenberg
Title:   Vice President
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Lead Investor Signature Page]
 
 
 
 
   
ALDEN GLOBAL DISTRESSED OPPORTUNITIES FUND, L.P.
 
    By:  
Alden Global Distressed Opportunities Fund GP, LLC, its general partner
 
 
 
    
    By:   /s/  Jim Puohg      
     
Name:  Jim Puohg
Title:    Vice President 
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
ALLEN ARBITRAGE, L.P.
 
 
 
 
    
    By:   /s/ Aditya Khanna      
     
Name: Aditya Khanna
Title:   Vice President
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
ALLEN ARBITRAGE OFFSHORE
 
     
 
 
 
 
    
    By:   s/ Aditya Khanna      
     
Name: Aditya Khanna
Title:   Vice President
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
ARMORY MASTER FUND LTD.
 
    By:  
Armory Advisors LLC, its Investment Manager
 
 
 
    
    By:   /s/ Jay Burnham       
     
Name:  Jay Burnham
Title:   Manager
 
 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CAPITAL VENTURES INTERNATIONAL
 
    By:  
Susquehanna Advisors Group, Inc.,
 
 
 
   its authorized agent
    By:   /s/ Joel Greenberg       
     
Name:  Joel Greenberg
Title:    Vice President 
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CASPIAN CAPITAL PARTNERS, L.P.
 
    By:  
Mariner Investment Group, as Investment Advisor
 
 
 
    
    By:   /s/ David Corleto       
     
Name:  David Corleto
Title:    Principal
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CASPIAN SELECT CREDIT MASTER FUND, LTD
 
    By:  
Mariner Investment Group, as Investment Advisor
 
 
 
    
    By:   /s/ David Corleto       
     
Name:  David Corleto
Title:    Principal
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CITADEL SECURITIES LLC
 
     
 
 
 
 
    
    By:   /s/ Richard Correia       
     
Name:  Richard Correia
Title:    COO
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CSS, LLC
 
     
 
 
 
 
    
    By:   /s/ Jerry White       
     
Name:  Jerry White
Title:    Partner
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CUMBERLAND PARTNERS
 
    By:
CUMBERLAND GP LLC, its General Partner
 
 
 
    
    By:   /s/ Barry Konig         
     
Name:  Barry Konig
Title:    Member
 
 
 
 
 
 
 
 
[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CUMBERLAND BENCHMARKED PARTNERS, L.P.
 
    By:
CUMBERLAND BENCHMARKED GP LLC, its General Partner
 
 
 
    
    By:   /s/ Barry Konig         
     
Name:  Barry Konig
Title:    Member
 
 
 
 
 
 
 
 
[Second Amendment to the Equ ity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
LONGVIEW PARTNERS B, L.P.
 
    By:
LONGVIEW B GP LLC, its General Partner
 
 
 
    
    By:   /s/ Barry Konig         
     
Name:  Barry Konig
Title:    Member
 
 
 
 
 
 
 
 
[ Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
  < /font>
 
   
CUMBER INTERNATIONAL S.A.
 
    By:
CUMBERLAND ASSOCIATES LLC, as Investment Adviser
 
 
 
    
    By:   /s/ Barry Konig       
     
Name:  Barry Konig
Title:    Member
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CYRUS EUROPE MASTER FUND LTD.
 
    By:
Cyrus Capital Partners, L.P. as Investment Manager
 
 
 
    
    By:   /s/ Brennan J. McCaw        
     
Name:  Brennan J. McCaw
Title:    CFO
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.
 
    By:
Cyrus Capital Partners, L.P. as Investment Manager
 
 
 
    
    By:   /s/ Brennan J. McCaw        
     
Name:  Brennan J. McCaw
Title:    CFO
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CRESCENT 1 L.P.
 
    By:
Cyrus Capital Partners, L.P. as Investment Manager
 
 
 
    
    By:   /s/ Brennan J. McCaw        
     
Name:  Brennan J. McCaw
Title:    CFO
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CRS FUND LTD.
 
    By:
Cyrus Capital Partners, L.P. as Investment Manager
 
 
 
    
    By:   /s/ Brennan J. McCaw        
     
Name:  Brennan J. McCaw
Title:    CFO
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
CYRUS OPPORTUNITIES MASTER FUND II, LTD.
 
    By:
Cyrus Capital Partners, L.P. as Investment Manager
 
 
 
    
    By:   /s/ Brennan J. McCaw        
     
Name:  Brennan J. McCaw
Title:    CFO
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
HALBIS DISTRESSED OPPORTUNITIES MASTER FUND, LTD.
 
     
 
 
 
 
    
    By:   /s/ Peter Sakon        
     
Name:  Peter Sakon
Title:    VP
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
MARINER LDC
 
    By: 
Mariner Investment Group, as Investment Advisor
 
 
 
    
    By:   /s/ David Corleto       
     
Name:  David Corleto
Title:    Principal
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
MARINER LDC
 
    By: 
Riva Ridge Capital Management LP, as Investment Manager
       
 
 
 
 By:
Riva Ridge GP LLC, GP to the Investment Manager
    By:   /s/ Stephen Golden       
     
Name:   Stephen Golden
Title:     Managing Member
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
MERCED PARTNERS LIMITED PARTNERSHIP
 
    By: 
Global Capital Management, Inc., General Partner
 
 
 
    
    By:   /s/ Thomas G. Rock       
     
Name:  Thomas G. Rock
Title:    Authorized Representative
 
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
MERCED PARTNERS II, L.P.
 
    By: 
Lydiard Partners, L.P., General Partner
       
    By:  Tanglewood Capital Management, Inc.,
 
 
 
    
    By:   /s/ Thomas G. Rock       
     
Name:  Thomas G. Rock
Title:    Authorized Representative
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
  
   
 
NEWFINANCE ALDEN SPV
 
    By: 
Alden Global Capital, its Trading Advisor
 
 
 
    
    By:   /s/ Jim Puohg      
     
Name:  Jim Puohg
Title:    VP
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
QVT FUND LP
 
    By: 
QVT Associates GP LLC, its general partner
 
 
 
    
    By:   /s/ Nicholas Brumm
     
Name:  Nicholas Brumm
Title:    Managing Director
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
  
   
QUINTESSENCE FUND L.P.
 
    By: 
QVT Associates GP LLC, its general partner
 
 
 
    
    By:   /s/ Nicholas Brumm
     
Name:  Nicholas Brumm
Title:    Managing Director   
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
RIVA RIDGE MASTER FUND, LTD
 
 
    By: 
Riva Ridge Capital Management LP,
      as Investment Manager
       
    By: 
Riva Ridge GP LLC, GP to the Investment Manager
 
 
 
    
    By:   //s/ Stephen Golden          
     
Name:  Stephen Golden
Title:     Managing Director
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
  < /font>
 
 
  
   
SENECA CAPITAL, L.P.
 
    By:   /s/ Mike Anastasio     
     
Name: Mike Anastasio
Title:   CFO
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
SILVER POINT CAPITAL, L.P. on behalf of its
affiliates and related funds
 
    By:   /s/ Michael Gatto             
     
Name:  Michael Gatto
Title:   Authorized Person
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
SPECTRUM INVESTMENT PARTNERS, L.P.
     
    By:  
Spectrum Group Management LLC, its general partner
       
       
    By:   /s/ Jeffrey A. Schaffer      
     
Name:  Jeffrey A. Schaffer
Title:   Managing Member 
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
SIPI MASTER LTD.
     
    By:  
Spectrum Investment Management LLC,
       
       
    By:   /s/  Jeffrey A. Schaffer    
     
Name:  Jeffrey A. Schaffer
Title:   Managing Member 
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
STARK CRITERION MASTER FUND LTD.
     
    By:  
Stark Criterion Management LLC
       
       
    By:   /s/ Donald T. Bobbs       
     
Name:   Donald T. Bobbs
Title:    Authorized Signatory
 
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
THE SEAPORT GROUP LLC PROFIT SHARING PLAN
     
    By:   Armory Advisors LLC, its Investment  Advisor
       
       
    By:   /s/  Jay Burnham     
     
Name:  Jay Burnham
Title:    Manager
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
UBS Securities LLC
 
 
    By:   /s/  Daniel S. Frommer               
     
Name:  Daniel S. Frommer
Title:    Managing Director
 
 
 
   
UBS Securities LLC
 
 
    By:   /s/  Jeffrey Teach              
     
Name:  Jeffrey Teach    
Title:     MD
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
 
VENOR CAPITAL MASTER FUND LTD.
 
    By:   /s/ Michael Wartell          
     
Name:  Michael Wartell
Title:    Authorized Signatory
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
WHITEBOX CREDIT ARBITRAGE PARTNERS, L.P.
     
    By:  
Whitebox Credit ArbitageAdvisors, LLC, its General Partner
       
    By:  
Whitebox Advisors, LLC, its Managing Member
       
       
    By:   /s/ Jonathan Wood       
     
Name:  Jonathan Wood
Title:    COO
 
 
    Formerly:
     
   
WHITEBOX HEDGED HIGH YIELD PARTNERS, L.P.
     
    By:  
Whitebox Hedged High Yield Advisors, LLC, its General Partner
       
    By:  
Whitebox Advisors, LLC, its Managing Member
       
 
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
   
WHITEBOX MULTI STRATEGY PARTNERS,  L.P.
     
    By:  
Whitebox Multi-Strategy Advisors, LLC, its General Partner
       
    By:  
Whitebox Advisors, LLC, its Managing Member
       
       
    By:   /s/ Jonathan Wood       
     
Name:  Jonathan Wood
Title:    COO
 
 
 
 
    Formerly:
     
   
WHITEBOX COMBINED PARTNERS, L.P.
     
    By:  
Whitebox Combined Advisors, LLC, its General Partner
       
    By:  
Whitebox Advisors, LLC, its Managing Member
       
       
 
 
 
 
 
 
 
 
 
< font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">[Second Amendment to the Equity Commitment Agreement – Co-Investor Signature Page]
 
 
 
 
Unassociated Document

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $1.00 per share, of Visteon Corporation and further agree to the filing of this agreement as an Exhibit thereto.  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
 
Dated:  May 17, 2010
 
 
THE GOLDMAN SACHS GROUP, INC.
   
 
By: /s/ Yvette Kosic
 
      Name: Yvette Kosic
      Title: Attorney-in-fact
   
 
GOLDMAN, SACHS & CO.
   
 
By: /s/ Yvette Kosic
 
      Name: Yvette Kosic
      Title: Attorney-in-fact



 

 
Unassociated Document


EXHIBIT 3

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto e ach said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
 
THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of October 6, 2008.
     
THE GOLDMAN SACHS GROUP, INC.
   
By:
  
/s/Gregory K. Palm
Name:
  
Gregory K. Palm
Title:
  
Executive Vice President and General Counsel

 
Unassociated Document
EXHIBIT 4
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each s aid attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
 
THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted ease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of October 6, 2008.
 
     
GOLDMAN, SACHS & CO.
   
By:
  
/s/Gregory K. Palm
Name:
  
Gregory K. Palm
Title:
  
Managing Director