0000950134-07-013381 Sample Contracts

AMENDED AND RESTATED CONFIDENTIAL INFORMATION, STANDSTILL AND NONDISCLOSURE AGREEMENT
Confidential Information, Standstill and Nondisclosure Agreement • June 13th, 2007 • Highland Capital Management Lp • Motor vehicle parts & accessories • Highland

This letter agreement relates to discussions involving Highland Capital Management, L.P. and its affiliates (“Highland”) (collectively or individually as appropriate, “you” or “your”, involving Delphi Corporation (“Delphi”), 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 between you and the Company (defined below) in our mutual interest involving the Company in the Chapter 11 Cases in which Highland would be the lead investor (such business arrangement, the “Transaction”). This letter agreement amends and restates the Confidential Information, Standstill and Nondisclosure Agreement, dated May 23, 2007, between Delphi and Highland.

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