Confidential Information, Standstill and Nondisclosure Agreement Sample Contracts

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CONFIDENTIAL INFORMATION, STANDSTILL AND NONDISCLOSURE AGREEMENT
Confidential Information, Standstill and Nondisclosure Agreement • May 31st, 2007 • Highland Capital Management Lp • 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

June 18, 2007
Confidential Information, Standstill and Nondisclosure Agreement • July 26th, 2007 • Pardus Capital Management L.P. • Motor vehicle parts & accessories
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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