SECOND AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT

Exhibit K

SECOND AMENDMENT TO THE EQUITY COMMITMENT AGREEMENT

This Second Amendment (this “Amendment”), dated 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:  

Name:  

Title:  

[Second Amendment to the Equity Commitment Agreement — Company Signature Page]

	CQS CONVERTIBLE AND QUANTITATIVE STRATEGIES MASTER FUND LIMITED
	By:
		Name:
		Title:	Authorized Signatory

[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]

	CQS DIRECTIONAL OPPORTUNITIES MASTER FUND LIMITED
	By:
		Name:
		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:  

Name:  

Title:  

By:  

Name:  

Title:  

[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]

	▇▇▇▇▇▇▇ INTERNATIONAL, L.P.
	By:	▇▇▇▇▇▇▇ International Capital Advisors Inc., as
		Attorney-in-Fact
	By:
		Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title:	Vice President

[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]

▇▇▇▇▇▇▇, SACHS & CO.,
solely with respect to the
High Yield Distressed Investing Group
 

By:  

Name:  

Title:  

[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]

	KIVU INVESTMENT FUND LIMITED
	By:
		Name:
		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:
		Name:	▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		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:  

Name:  

Title:  

[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]

SOLUS ALTERNATIVE ASSET MANAGEMENT LP, as investment advisor to its private funds
 

By:  

Name:  

Title:  

[Second Amendment to the Equity Commitment Agreement — Lead Investor Signature Page]

	THE LIVERPOOL LIMITED PARTNERSHIP
	By:	Liverpool Associates, Ltd., as General Partner
	By:
		Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		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:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	▇▇▇▇▇ ARBITRAGE, L.P.
	By:
		Name:	Tal Gurion
		Title:	Managing Director of Investment Manager

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	▇▇▇▇▇ ARBITRAGE OFFSHORE
	By:
		Name:	Tal Gurion
		Title:	Managing Director of Investment Manager

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	ARMORY MASTER FUND LTD.
	By:	Armory Advisors LLC, its Investment Manager
	By:
		Name:	▇▇▇ ▇▇▇▇▇▇▇
		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:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	CASPIAN CAPITAL PARTNERS, L.P.
	By:	Mariner Investment Group, as Investment Advisor
	By:
		Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
		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:
		Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:	Principal

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

CITADEL SECURITIES LLC
 

By:  

Name:  

Title:  

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	CSS, LLC
	By:
		Name:	▇▇▇▇▇ ▇▇▇▇▇
		Title:	Partner

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	CUMBERLAND PARTNERS
	By:	CUMBERLAND GP LLC, its General Partner
	By:
		Name:
		Title:

[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:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	LONGVIEW PARTNERS B, L.P.
	By:	LONGVIEW B GP LLC, its General Partner
	By:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	▇▇▇▇▇▇ INTERNATIONAL S.A.
	By:	CUMBERLAND ASSOCIATES LLC, as Investment Adviser
	By:
		Name:
		Title:

[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:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.
	By:	Cyrus Capital Partners, LP as Investment Manager
	By:
		Name:
		Title:

[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:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	CRS FUND LTD.
	By:	Cyrus Capital Partners, L.P. as Investment Manager
	By:
		Name:
		Title:

[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:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

HALBIS DISTRESSED OPPORTUNITIES
MASTER FUND, LTD.
 

By:  

Name:  

Title:  

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	MARINER LDC
	By:	Mariner Investment Group, as Investment Advisor
	By:
		Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:	Principal

[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:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	MERCED PARTNERS LIMITED PARTNERSHIP
	By:	Global Capital Management, Inc., General Partner
	By:
		Name:	▇▇▇▇▇▇ ▇. Rock
		Title:	Authorized Representative

[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.,
		General Partner
	By:
		Name:	▇▇▇▇▇▇ ▇. Rock
		Title:	Authorized Representative

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	NEWFINANCE ALDEN SPV
	By:	Alden Global Capital, its Trading Advisor
	By:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	QVT FUND LP
	By:	QVT Associates GP LLC, its general partner
	By:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	QUINTESSENCE FUND L.P.
	By:	QVT Associates GP LLC, its general partner
	By:
		Name:
		Title:

[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:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	SENECA CAPITAL, L.P.
	By:
		Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title:	CFO

[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:  

Name:  

Title:  

[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:
		Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:	Managing Member

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	SIPI MASTER LTD.
	By:	Spectrum Investment Management LLC,
		its investment manager
	By:
		Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		Title:	Managing Member

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	▇▇▇▇▇ CRITERION MASTER FUND LTD.
	By:	▇▇▇▇▇ Criterion Management LLC
	Its:	Investment Manager
	By:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	▇▇▇▇▇ MASTER FUND LTD.
	By:	▇▇▇▇▇ Offshore Management LLC
	Its:	Investment Manager
	By:
		Name:
		Title:

[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:
		Name:	▇▇▇ ▇▇▇▇▇▇▇
		Title:	Manager

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

UBS SECURITIES LLC
(solely with respect to the
Distressed Debt TradingGroup)
 

By:  

Name:  

Title:  

By:  

Name:  

Title:  

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	VENOR CAPITAL MASTER FUND LTD.
	By:
		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:	Authorized Signatory

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	WHITEBOX HEDGED HIGH YIELD PARTNERS, L.P.
	By:	Whitebox Hedged High Yield Advisors, LLC, its General Partner
	By:	Whitebox Advisors, LLC, its Managing Member
	By:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]

	WHITEBOX COMBINED PARTNERS, L.P.
	By:	Whitebox Combined Advisors, LLC, its General Partner
	By:	Whitebox Advisors, LLC, its Managing Member
	By:
		Name:
		Title:

[Second Amendment to the Equity Commitment Agreement — Co-Investor Signature Page]