A-D Acquisition Holdings, LLC
00 Xxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
February 28, 2008
Delphi Corporation
0000 Xxxxxx Xxxxx
Xxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Equity Purchase and Commitment
Agreement, dated August 3, 2007, as amended by that certain Second Restated
First Amendment to such Equity Purchase and Commitment Agreement, dated as of
December 10, 2007 (the "Agreement"), by and among A-D Acquisition Holdings, LLC,
a limited liability company formed under the laws of the State of Delaware
("XXXX"), 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, and
Pardus DPH Holding LLC, a Delaware limited liability company, on the one hand,
and Delphi Corporation, a Delaware corporation, on the other hand. Capitalized
terms used herein and not defined, have the meanings set forth in the Agreement.
This confirms ADAH's commitment to the Bankruptcy Court that the
undersigned waives its right to terminate the Agreement under Section 12(d)(iii)
of the Agreement unless the Closing Date has not occurred by April 4, 2008, but
if the Closing Date has not occurred by April 4, 2008, XXXX may terminate the
Agreement under Section 12(d)(iii) from and after April 5, 2008. This letter
shall not be deemed a waiver of any other right and shall not amend or be deemed
to amend the Agreement in any manner.
* * * *
A-D ACQUISITION HOLDINGS, LLC
By:/s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Partner
