LETTER AGREEMENT
Exhibit 99.8
LETTER AGREEMENT
November 14, 2007
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 November
14, 2007, delivered by the Contributors to the Company on such date (“the Proposal”) with
respect to that certain 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. |
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By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Partner | |||
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. |
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By: | Harbinger Capital Partners Offshore | |||
Manager, L.L.C., as investment manager | ||||
By: | /s/ Xxxxxxx X. Xxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxx, Xx. | |||
Title: | Executive Vice President | |||
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. |
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By: | Harbinger Capital Partners Special | |||
Situations GP, LLC, as general partner | ||||
By: | /s/ Xxxxxxx X. Xxxxx, Xx. | |||
Name: | Xxxxxxx X. Xxxxx, Xx. | |||
Title: | Executive Vice President |
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED |
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By: | /s/ Xxxxxx Xxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxx | |||
Title: | Managing Director | |||
UBS SECURITIES LLC |
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By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Managing Director | |||
XXXXXXX, SACHS & CO. |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Managing Director | |||
PARDUS SPECIAL OPPORTUNITIES MASTER FUND L.P. |
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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: | ||||