DILIGENCE PROTOCOL AGREEMENT May 25, 2007Exhibit 8 • May 31st, 2007 • Highland Capital Management Lp • Motor vehicle parts & accessories • New York
On April 24, 2007 Pardus European Special Opportunities Master Fund L.P. (together with its affiliates, “Pardus”) and Delphi Corporation (the “Company”) entered into that certain Confidential Information, Standstill and Non-Disclosure Agreement (the “Pardus NDA”). The Pardus NDA relates to a possible negotiated business arrangement involving the Company. Pursuant to the Pardus NDA, Pardus agreed to serve as a lead investor and handle and coordinate the requests of its Co-Investors1 relating to a potential Transaction and Evaluation Material. Subsequently, on or about May 25, 2007, Highland Capital Management, L.P. (together with its affiliates, “Highland”)2 and Brandes Investment Partners, L.P. (together with its affiliates, “Brandes” and, together with Highland and Pardus, the “Major Investors”) each entered into a Confidential Information, Standstill and Non-Disclosure Agreement (the “Highland NDA” and “Brandes NDA”, respectively) with the Company, whereby Highland and Brandes agreed
CONFIDENTIAL INFORMATION, STANDSTILL AND NONDISCLOSURE AGREEMENTHighland Capital Management Lp • May 31st, 2007 • Motor vehicle parts & accessories
This letter agreement relates to discussions involving Highland Capital Management, L.P. and its affiliates (“Investor” collectively or individually as appropriate, “you” or “your”), involving Delphi Corporation (“Delphi’s, a debtor and debtor-in-possession in chapter 11 cases (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) concerning possible negotiated business arrangements among you, Pardus European Special Opportunities Master Fund L.P. and its affiliates (“Pardus”) and the Company (defined below)in our mutual interest involving the Company in the Chapter 11 Cases in which Pardus would be the lead investor (such business arrangement, the “Transaction”). It is hereby understood that, unless otherwise determined by the Company, you will only contact the Company through Pardus in connection with matters set forth in this letter agreement. In connection with your and Pardus’ interest in and review of certain
