Exhibit 99.8
LETTER AGREEMENT
December 7, 2007
Re: Contribution and Reimbursement Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain CONTRIBUTION AND
REIMBURSEMENT AGREEMENT, dated as of July 18, 2007 (the "Agreement"), by and
among (i) Appaloosa Management L.P., a limited partnership formed under the laws
of the State of Delaware ("AMLP"), (ii) Harbinger Capital Partners Master Fund
I, Ltd., an exempted company incorporated in the Cayman Islands ("Harbinger
Master Fund"), (iii) Harbinger Capital Partners Special Situations Fund, L.P., a
limited partnership formed under the laws of the State of Delaware ("Harbinger
Special Situations," and together with Harbinger Master Fund, "Harbinger"), (iv)
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, a Delaware corporation
("Merrill"), (v) UBS Securities LLC, a limited liability company formed under
the laws of the State of Delaware ("UBS"), (vi) Xxxxxxx, Xxxxx & Co., a New York
limited partnership ("GS") and (vii) Pardus Special Opportunities Master Fund
L.P., a limited partnership formed under the laws of the Cayman Islands
("Pardus"). Each of AMLP, Harbinger, Merrill, UBS, GS and Pardus are sometimes
referred to herein individually as a "Contributor" and collectively as the
"Contributors." Capitalized terms used herein but not defined shall have the
meanings given to them in the Agreement.
In connection with the execution and delivery of that certain
proposal letter, dated December 7, 2007, delivered by the Contributors to the
Company on such date ("the Proposal") with respect to that certain Second
Restated First Amendment to the Equity Purchase and Commitment Agreement,
attached hereto as Exhibit 1 (as it may be modified or supplemented from time to
time, the "First Amendment"), by and among A-D Acquisition Holdings, LLC, a
limited liability company formed under the laws of the State of Delaware,
Harbinger Del-Auto Investment Company, Ltd., an exempted company incorporated in
the Cayman Islands, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, a
Delaware corporation, UBS Securities LLC, a Delaware limited liability company,
Xxxxxxx, Sachs & Co., a New York limited partnership, Pardus DPH Holding LLC, a
Delaware limited liability company and the Company, and in consideration of the
mutual agreements contained in the Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each Contributor hereby acknowledges and agrees:
(i) that all references in the Agreement to the Equity Commitment
and Purchase Agreement (the "EPCA") shall, for all purposes, be deemed to mean
and include the EPCA as amended from time to time; and
(ii) that the Agreement shall remain in full force and effect, and
all rights and obligations of such Contributor set forth in the Agreement shall
remain in full force and effect, in each case,
as though the First Amendment had been executed concurrently with the execution
of the Agreement.
Each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import referring to the Agreement, shall
mean and be a reference to the Agreement as amended by this letter agreement.
This letter agreement shall operate as an amendment of the provisions of the
Agreement referred to specifically herein. Except as specifically amended by
this letter agreement and as set forth in the preceding sentence, the Agreement
shall remain in full force and effect. Except as expressly provided herein, this
letter agreement shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this letter
agreement to be duly executed as of the day and year first above written.
APPALOOSA MANAGEMENT L.P.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Partner
HARBINGER CAPITAL PARTNERS MASTER
FUND I, LTD.
By: Harbinger Capital Partners
Offshore Manager, L.L.C., as
investment manager
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Executive Vice
President
HARBINGER CAPITAL PARTNERS SPECIAL
SITUATIONS FUND, L.P.
By: Harbinger Capital Partners
Special Situations GP, LLC, as
general partner
[Signature Page -- Contribution Agreement Letter]
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Executive Vice
President
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
UBS SECURITIES LLC
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
XXXXXXX, SACHS & CO.
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
[Signature Page -- Contribution Agreement Letter]
PARDUS SPECIAL OPPORTUNITIES
MASTER FUND L.P.
By: PARDUS CAPITAL MANAGEMENT
L.P., its investment manager
By: PARDUS CAPITAL MANAGEMENT
L.L.C., its general partner
By: /s/ Xxxxxx Xxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxx
Title:
[Signature Page -- Contribution Agreement Letter]
