AMENDMENT AND SUPPLEMENT TO THE PLAN FRAMEWORK SUPPORT AGREEMENT by and among DELPHI CORPORATION, GENERAL MOTORS CORPORATION, APPALOOSA MANAGEMENT L.P., CERBERUS CAPITAL MANAGEMENT, L.P., HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., MERRILL LYNCH,...Delphi Corp • January 23rd, 2007 • Motor vehicle parts & accessories • New York
This Amendment and Supplement to the Plan Framework Support Agreement (the “Amendment and Supplement”), is entered into as of January 18, 2007 by and among Delphi Corporation (“Delphi”), on behalf of itself and its subsidiaries and affiliates operating as debtors and debtors-in-possession (together with Delphi, the “Debtors”) in the Chapter 11 Cases, General Motors Corporation (“GM”), Appaloosa Management L.P., (“Appaloosa”), Cerberus Capital Management, L.P., (“Cerberus”), Harbinger Capital Partners Master Fund I, Ltd., (“Harbinger”), Merrill Lynch, Pierce, Fenner & Smith, Incorporated (“Merrill”) and UBS Securities LLC (“UBS”). Each of the Debtors, GM, Appaloosa, Cerberus, Harbinger, Merrill and UBS is referred to herein individually as a “Party,” and collectively, as the “Parties”. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Plan Framework Support Agreement entered into by the Parties dated as of December 18, 2006 (the “PSA”). As used he
SUPPLEMENT TO THE EQUITY PURCHASE AND COMMITMENT AGREEMENTEquity Purchase and Commitment Agreement • January 23rd, 2007 • Delphi Corp • Motor vehicle parts & accessories
THIS SUPPLEMENT TO THE EQUITY PURCHASE AND COMMITMENT AGREEMENT (this “Supplement”), dated as of January 18, 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”), Dolce Investments LLC (“Dolce”), a limited liability company formed under the laws of the State of Delaware, Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation (“Merrill”), UBS Securities LLC, a Delaware limited liability company (“UBS”), and Delphi Corporation, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”). ADAH, Harbinger, Dolce, Merrill and UBS are each individually referred to herein as an “Investor” and collectively as the “Investors”. Capitalized terms used and not defined in this Supplement have the meanings assigned thereto in the EPCA
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • January 23rd, 2007 • Delphi Corp • Motor vehicle parts & accessories • Delaware
AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of January 18, 2007 (this “Amendment”), to the Rights Agreement, dated as of February 1, 1999, as amended on May 11, 2005 (the “Rights Agreement”), by and between Delphi Corporation, formerly known as Delphi Automotive Systems Corporation (the “Company”) and The Bank of New York, as successor in interest to EquiServe Trust Company, N.A., as successor in interest to BankBoston, N.A., as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.
EQUITY PURCHASE AND COMMITMENT AGREEMENTEquity Purchase and Commitment Agreement • January 23rd, 2007 • Delphi Corp • Motor vehicle parts & accessories • New York
THIS EQUITY PURCHASE AND COMMITMENT AGREEMENT (this “Agreement”), dated as of January 18, 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”), Dolce Investments LLC (“Dolce”), a limited liability company formed under the laws of the State of Delaware, Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation (“Merrill”), UBS Securities LLC, a Delaware limited liability company (“UBS”), and Delphi Corporation, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”). ADAH, Harbinger, Dolce, Merrill and UBS are each individually referred to herein as an “Investor” and collectively as the “Investors”. Capitalized terms used in the agreement have the meanings assigned thereto in the sections indicated on Schedule 1 hereto.
