CREDIT AGREEMENT dated as of March 31, 2011 and Amended and Restated on May 17, 2011 among DELPHI AUTOMOTIVE LLP, as Parent, DELPHI HOLDINGS S.A.R.L., as Intermediate Holdco, DELPHI CORPORATION, as Borrower, The Lenders Party Hereto, and JPMORGAN...Credit Agreement • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of March 31, 2011 and amended and restated as of May 17, 2011 (this “Agreement”) among DELPHI AUTOMOTIVE LLP, a limited liability partnership formed under the laws of England and Wales with registered number 0C348002 and with a registered office at Royal London House, 20-25 Finsbury Square, London EC2A 1DX (“Parent”), DELPHI HOLDINGS S.A.R.L., a private limited liability company (société responsabilité limitée) incorporated and existing under the laws of Luxembourg with a registered office at 65, boulevard Grande Duchesse Charlotte, L-1331 Luxembourg, having a share capital of €12,500, with registered number 148.357 (“Intermediate Holdco”), DELPHI CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
MASTER DISPOSITION AGREEMENT AMONG DELPHI CORPORATION, GM COMPONENTS HOLDINGS, LLC, GENERAL MOTORS COMPANY (SOLELY WITH RESPECT TO ARTICLE 6 AND SECTIONS 3.1.1.C, 9.11, 9.19, 9.37.1, 9.37.2, 9.43, 11.5.1.A AND 12.2.6), MOTORS LIQUIDATION COMPANY (fka...Master Disposition Agreement • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
THIS MASTER DISPOSITION AGREEMENT (this “Agreement”), dated as of July 30, 2009, is among DELPHI CORPORATION, a Delaware corporation (“Delphi”) on behalf of itself and the other entities set forth on Schedule 1 and Schedule 2; GM COMPONENTS HOLDINGS. LLC. a Delaware limited liability company (“Parent”), on behalf of itself and the other buyers set forth on Schedule 1, which is to be provided by Parent to Delphi as provided in this Agreement (each a “GM Buyer,” and, collectively with Parent and the Australian Buyer (as defined below), the “GM Buyers”); GENERAL MOTORS COMPANY, a Delaware corporation (“GM”) (solely with respect to ARTICLE 6 and Sections 3.1.1.C, 9.11, 9.19, 9.37.1, 9.37.2, 9.43, 11.5.1.A and 12.2.6), MOTORS LIQUIDATION COMPANY (fka GENERAL MOTORS CORPORATION), a Delaware corporation (solely with respect to Sections 3.1.1.C, 8.1, 9.19 and 11.5.1.A) (“Old GM”); DIP HOLDCO 3, LLC, a Delaware limited liability company, on behalf of itself and the other buyers that may later b
REDEMPTION AGREEMENT dated as of March 31, 2011 between DELPHI AUTOMOTIVE LLP and GENERAL MOTORS HOLDINGS LLC relating to the redemption of 1,750,000 Class A Membership Interests of DELPHI AUTOMOTIVE LLPRedemption Agreement • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • Delaware
AGREEMENT (this “Agreement”) dated as of March 31, 2011 by and among Delphi Automotive LLP, a limited liability partnership formed under the laws of England and Wales, (the “Company”) and General Motors Holdings LLC, a limited liability company formed under the laws of the State of Delaware (“GM”).
Salaried Retirement Equalization Savings ProgramDelphi Automotive PLC • June 30th, 2011 • Motor vehicle parts & accessories • Michigan
The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the ERISA, or a combination of both. The Plan is further intended to conform with the requirements of the Internal Revenue Code Section of 1986, as amended, (“the Code”) 409A and the final regulations issued thereunder and shall be implemented and administered in a manner consistent therewith.
DELPHI CORPORATION, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors WILMINGTON TRUST COMPANY, as Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent and Authenticating Agent 5.875% SENIOR NOTES DUE 2019 6.125% SENIOR...Supplemental Indenture • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
This INDENTURE, dated as of May 17, 2011 (this “Indenture”), is by and among Delphi Corporation, a Delaware corporation (the “Issuer”), Delphi Automotive LLP, a limited liability partnership organized under the laws of England and Wales (the “Company”), the other guarantors listed herein (together with the Company, the “Guarantors”) party hereto, Wilmington Trust Company, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as registrar (“Registrar”), paying agent (“Paying Agent”) and authenticating agent (“Authenticating Agent”).
EXECUTIVE RELEASE OF CLAIMS, SEPARATION, NON-SOLICITATION AND NON-COMPETE AGREEMENTNon-Solicitation and Non-Compete Agreement • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • New York
This Agreement is made as of February 22, 2010 (the “Effective Date”) by and between Delphi Corporation, its predecessors, subsidiaries, affiliates, divisions and joint ventures (collectively, “Delphi”), and John Sheehan (“Executive”) and hereafter referred to as the “Agreement”. In consideration of the mutual covenants and undertakings set forth below, Delphi and Executive agree as follows:
RIGHTS MODIFICATION AGREEMENTRights Modification Agreement • June 30th, 2011 • Delphi Automotive PLC • Motor vehicle parts & accessories • Delaware
RIGHTS MODIFICATION AGREEMENT (this “Agreement”) dated as of March 31, 2011, by and among Delphi Automotive LLP, a limited liability partnership incorporated under the laws of England and Wales (the “Company”), and each of the undersigned holders of Class B Membership Interests of the Company (each such holder, together with its subsidiaries and affiliates, a “Specified Holder” and collectively the “Specified Holders”).
