5-YEARCredit Agreement • June 15th, 2005 • Delphi Corp • Motor vehicle parts & accessories • New York
1 EXHIBIT 1 Delphi Automotive Systems Corporation Form of Underwriting AgreementUnderwriting Agreement • March 25th, 1999 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • New York
EXHIBIT 3.6 DELPHI PROPERTIES HOLDINGS, LLC OPERATING AGREEMENT THIS OPERATING AGREEMENT (this "Agreement") is made and entered into as of this 28th day of March, 2003, by and between DELPHI PROPERTIES, INC., a Maryland corporation (the "REIT"), and...Operating Agreement • May 6th, 2003 • Delphi Corp • Motor vehicle parts & accessories • Maryland
AGREEMENTAgreement • February 9th, 2000 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Delaware
DELPHI AUTOMOTIVE SYSTEMS CORPORATION CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT, dated as of ____, 1999, is entered into between Delphi Automotive Systems Corporation, a Delaware corporation (the "Company"), and...Change in Control Agreement • May 4th, 1999 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Michigan
1 EXHIBIT 1.2 UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 1999 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories
1 EXHIBIT 1.1 Delphi Automotive Systems Corporation Form of Underwriting Agreement Standard Provisions (Debt Securities) (April , 1999) From time to time, Delphi Automotive Systems Corporation (the "Company"), a Delaware corporation, may enter into...Underwriting Agreement • May 3rd, 1999 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • New York
RECITALSExchange Agreement • May 6th, 2003 • Delphi Corp • Motor vehicle parts & accessories
EXHIBIT 10 (a) March 28, 2002 Mr. Shoichiro Irimajiri President Shoichiro Irimajiri, Inc. Believe A Hamamatsucho 5F 1-9-10 Hamamatsu-cho Minato-ku Tokyo 105-0013, Japan Dear Mr. Irimajiri: Pursuant to Clause 11.3 of the Consulting Agreement dated May...Consulting Agreement • July 17th, 2002 • Delphi Corp • Motor vehicle parts & accessories
Mr. Shoichiro Irimajiri President Shoichiro Irimajiri, Inc. Believe A Hamamatsucho 5F 1-9-10 Hamamatsu-cho Minato-ku Tokyo 105-0013, Japan
1 Exhibit 10 (a) CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made this 4th day of May, 2001, by and between DELPHI AUTOMOTIVE SYSTEMS LLC, a company organized and existing under the laws of Delaware ("DELPHI") and SHOICHIRO...Consulting Agreement • July 18th, 2001 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Michigan
RIGHTS AGREEMENT by and between DELPHI AUTOMOTIVE SYSTEMS CORPORATION and BANKBOSTON, N.A., as Rights Agent --------------- Dated as of February 1, 1999Rights Agreement • March 17th, 1999 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Delaware
AMENDMENT NO. 1 EFFECTIVE AS OF JULY 1, 1999 TO EMPLOYMENT CONTRACT DATED 31 JULY 1997 BY AND BETWEEN DELPHI AUTOMOTIVE SYSTEMS LUXEMBOURG S.A. AND JOSE MARIA ALAPONTEmployment Contract • February 8th, 2001 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories
1 EXHIBIT 99.2 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT ("AGREEMENT") is dated APRIL 20, 2000, by and between DELPHI AUTOMOTIVE SYSTEMS CORPORATION, a Delaware corporation ("HOLDER") and DURASWITCH INDUSTRIES, INC., a Nevada...Warrant Purchase Agreement • May 1st, 2000 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Nevada
1 EXHIBIT 10h REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made and entered into as of February 1, 1999, between General Motors Corporation, a Delaware corporation ("GM"), and Delphi Automotive Systems...Registration Rights Agreement • March 17th, 1999 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Delaware
1 EXHIBIT 10(u) CONTRACT OF EMPLOYMENTContract of Employment • February 8th, 2001 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories
dated as ofMaster Separation Agreement • January 27th, 1999 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Delaware
ContractAccommodation Agreement • October 1st, 2009 • Delphi Corp • Motor vehicle parts & accessories
THIRTY FOURTH AMENDMENT TO ACCOMMODATION AGREEMENT (this “Amendment”) dated as of September 29, 2009, and effective as of the Effective Date (as hereinafter defined), among DELPHI CORPORATION, a Delaware corporation (the “Borrower”), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, and the subsidiaries of the Borrower signatory hereto (each a “Guarantor” and collectively the “Guarantors”), each of which Guarantors is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
1 EXHIBIT 99.1 OPTION PURCHASE AGREEMENT THIS OPTION PURCHASE AGREEMENT ("AGREEMENT") is dated APRIL 20, 2000, by and between DELPHI AUTOMOTIVE SYSTEMS CORPORATION, a Delaware corporation ("HOLDER") and DURASWITCH INDUSTRIES, INC., a Nevada...Option Purchase Agreement • May 1st, 2000 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Nevada
Confidential Treatment Requested by General Motors Company Pursuant to the Freedom of Information Act Amendment No. 13 to Amended and Restated GM-Delphi AgreementGm-Delphi Agreement • September 4th, 2009 • Delphi Corp • Motor vehicle parts & accessories • New York
WHEREAS, the Borrower, the Guarantors and GM have previously entered into that certain agreement, dated as of May 9, 2008, as amended from time to time and as amended and restated by that certain Amended and Restated GM-Delphi Agreement dated as of June 1, 2009, as amended by Amendment No. 1, effective as of July 23, 2009, Amendment No. 2, dated as of July 26, 2009, Amendment No. 3, dated as of July 29, 2009, Amendment No. 4, dated as of July 30, 2009, Amendment No. 5, dated as of August 4, 2009, Amendment No. 6, dated as of August 6, 2009, Amendment No. 7, dated as of August 7, 2009, Amendment No. 8, dated as of August 11, 2009, Amendment No. 9, dated as of August 13, 2009, Amendment No. 10, dated as of August 18, 2009, Amendment No. 11, dated August 21, 2009, and Amendment No. 12, dated as of August 26, 2009 (as such may be further amended or otherwise modified in accordance with its terms, the “GM-Delphi Agreement”);
RECITALSComponent Supply Agreement • January 14th, 1999 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Michigan
1 Exhibit 10g INITIAL PUBLIC OFFERING AND DISTRIBUTION AGREEMENT, DATED AS OF FEBRUARY 1, 1999, BY AND BETWEEN GENERAL MOTORS CORPORATIONInitial Public Offering and Distribution Agreement • March 17th, 1999 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • Delaware
BETWEENMaster Sale and Purchase Agreement • July 1st, 2005 • Delphi Corp • Motor vehicle parts & accessories • Michigan
364-DAY SIXTH AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY among364-Day Competitive Advance and Revolving Credit Facility • July 16th, 2004 • Delphi Corp • Motor vehicle parts & accessories • New York
EXHIBIT (10)(n) AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY, dated as of January 3, 2000, among DELPHI AUTOMOTIVE SYSTEMS CORPORATION, a Delaware corporation (the "Borrower"), the several banks and other financial...Competitive Advance and Revolving Credit Facility • February 9th, 2000 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories • New York
MASTER DISPOSITION AGREEMENT AMONG DELPHI CORPORATION, GM COMPONENTS HOLDINGS, LLC, GENERAL MOTORS COMPANY (SOLELY WITH RESPECT TO ARTICLE 6 AND SECTIONS 3.1.1.C, 9.11, 9.19, 9.37.1, 9.37.2, 9.43, 11.5.1.A AND 12.2.6), MOTORS LIQUIDATION COMPANY (fka...Master Disposition Agreement • August 5th, 2009 • Delphi Corp • Motor vehicle parts & accessories • New York
THIS MASTER DISPOSITION AGREEMENT (this “Agreement”), dated as of July 30, 2009, is among DELPHI CORPORATION, a Delaware corporation (“Delphi”) on behalf of itself and the other entities set forth on Schedule 1 and Schedule 2; GM COMPONENTS HOLDINGS, LLC, a Delaware limited liability company (“Parent”), on behalf of itself and the other buyers set forth on Schedule 1, which is to be provided by Parent to Delphi as provided in this Agreement (each a “GM Buyer,” and, collectively with Parent and the Australian Buyer (as defined below), the “GM Buyers”); GENERAL MOTORS COMPANY, a Delaware corporation (“GM”) (solely with respect to ARTICLE 6 and Sections 3.1.1.C, 9.11, 9.19, 9.37.1, 9.37.2, 9.43, 11.5.1.A and 12.2.6), MOTORS LIQUIDATION COMPANY (fka GENERAL MOTORS CORPORATION), a Delaware corporation (solely with respect to Sections 3.1.1.C, 8.1, 9.19 and 11.5.1.A) (“Old GM”); DIP HOLDCO 3, LLC, a Delaware limited liability company, on behalf of itself and the other buyers that may later b
AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENTRevolving Credit, Term Loan and Guaranty Agreement • May 9th, 2008 • Delphi Corp • Motor vehicle parts & accessories
AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of May 9, 2008, among DELPHI CORPORATION, a Delaware corporation (the “Borrower”), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, and the subsidiaries of the Borrower signatory hereto (each a “Guarantor” and collectively the “Guarantors”), each of which Guarantors is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and the Guarantors, each a “Case” and collectively, the “Cases”), the financial institutions from time to time party hereto (the “Lenders”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and CITICORP USA, INC., as syndication agent (in such capacity, the “Syndication Agent”; together, the Administrative Agent and the Syndication Agent are the “Agents”).
THIS AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN. SUCH OFFER OR SOLICITATION ONLY WILL BE MADE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.Plan Framework Support Agreement • December 18th, 2006 • Delphi Corp • Motor vehicle parts & accessories • New York
RECITALSSeries a Preferred Stock Exchange Agreement • July 23rd, 2003 • Delphi Corp • Motor vehicle parts & accessories • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2008 • Delphi Corp • Motor vehicle parts & accessories • Michigan
WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of members of the Delphi Strategy Board;
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 11th, 2008 • Delphi Corp • Motor vehicle parts & accessories • Michigan
THIS AGREEMENT, dated , 2008, is made by and between Delphi Corporation, a Delaware corporation (the “Company”), and Rodney O’Neal (the “Executive”).
RECITALSAgreement for the Allocation of United States Federal, State and Local Income Taxes • December 23rd, 1998 • Delphi Automotive Systems Corp • Motor vehicle parts & accessories
PARTIAL TEMPORARY ACCELERATED PAYMENT AGREEMENTPartial Temporary Accelerated Payment Agreement • December 12th, 2008 • Delphi Corp • Motor vehicle parts & accessories
THIS PARTIAL TEMPORARY ACCELERATED PAYMENT AGREEMENT (this “Agreement”), is dated as of December 12, 2008, by and between Delphi Corporation (“Delphi”), on behalf of itself and its subsidiaries and Affiliates operating as debtors and debtors in possession in the Chapter 11 Cases (together with Delphi, the “Debtors”), and General Motors Corporation (“GM”).
Amendment No. 1 to GM-Delphi AgreementGm-Delphi Agreement • September 29th, 2008 • Delphi Corp • Motor vehicle parts & accessories • New York
Amendment No. 1, dated as of August 7, 2008 (this “Amendment”), among DELPHI CORPORATION, a Delaware corporation (the “Borrower”), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, and the subsidiaries of the Borrower signatory hereto (each a “Guarantor” and collectively the “Guarantors”), each of which Guarantors is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and the Guarantors, each a “Case” and collectively, the “Cases”), and GENERAL MOTORS CORPORATION (“GM”).
Amendment No. 15 to Amended and Restated GM-Delphi AgreementGm-Delphi Agreement • October 1st, 2009 • Delphi Corp • Motor vehicle parts & accessories • New York
WHEREAS, the Borrower, the Guarantors and GM have previously entered into that certain agreement, dated as of May 9, 2008, as amended from time to time and as amended and restated by that certain Amended and Restated GM-Delphi Agreement dated as of June 1, 2009, as amended by Amendment No. 1, effective as of July 23, 2009, Amendment No. 2, dated as of July 26, 2009, Amendment No. 3, dated as of July 29, 2009, Amendment No. 4, dated as of July 30, 2009, Amendment No. 5, dated as of August 4, 2009, Amendment No. 6, dated as of August 6, 2009, Amendment No. 7, dated as of August 7, 2009, Amendment No. 8, dated as of August 11, 2009, Amendment No. 9, dated as of August 13, 2009, Amendment No. 10, dated as of August 18, 2009, Amendment No. 11, dated August 21, 2009, Amendment No. 12, dated as of August 26, 2009, Amendment No. 13, dated as of September 3, 2009 and Amendment No. 14, dated as of September 17, 2009 (as such may be further amended or otherwise modified in accordance with its ter
SECOND RESTATED FIRST AMENDMENT TO THE EQUITY PURCHASE AND COMMITMENT AGREEMENTEquity Purchase and Commitment Agreement • December 12th, 2007 • Delphi Corp • Motor vehicle parts & accessories
THIS SECOND RESTATED FIRST AMENDMENT TO THE EQUITY PURCHASE AND COMMITMENT AGREEMENT (this “Amendment”), dated as of December 10, 2007, is made by and among A-D Acquisition Holdings, LLC, a limited liability company formed under the laws of the State of Delaware (“ADAH”), Harbinger Del-Auto Investment Company, Ltd., an exempted company incorporated in the Cayman Islands (“Harbinger”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation (“Merrill”), UBS Securities LLC, a Delaware limited liability company (“UBS”), Goldman, Sachs & Co., a New York limited partnership (“GS”), Pardus DPH Holding LLC, a Delaware limited liability company (“Pardus”), and Delphi Corporation, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”). ADAH, Harbinger, Merrill, UBS, GS and Pardus are each individually referred to herein as an “Investor” and collectively as the “Investors”. Capitalized terms used and not otherwise defined in t
