-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JIJCGL+tAehUsw3xWdEb1OEK4nT/EHZNACp/Ible4RAJANQxyfDxTRz2YtxAbO8s IjCf04+QtD+x0AHJzd544Q== 0000950127-08-000168.txt : 20080404 0000950127-08-000168.hdr.sgml : 20080404 20080404090921 ACCESSION NUMBER: 0000950127-08-000168 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELPHI CORP CENTRAL INDEX KEY: 0001072342 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 383430473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56957 FILM NUMBER: 08739275 BUSINESS ADDRESS: STREET 1: 5725 DELPHI DRIVE CITY: TROY STATE: MI ZIP: 48098 BUSINESS PHONE: 248-813-2000 MAIL ADDRESS: STREET 1: 5725 DELPHI DRIVE CITY: TROY STATE: MI ZIP: 48098 FORMER COMPANY: FORMER CONFORMED NAME: DELPHI AUTOMOTIVE SYSTEMS CORP DATE OF NAME CHANGE: 19981020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPALOOSA MANAGEMENT LP CENTRAL INDEX KEY: 0001006438 IRS NUMBER: 223220835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 26 MAIN ST STREET 2: 1ST FLOOR CITY: CHATHAM STATE: NJ ZIP: 07928 BUSINESS PHONE: 9737017000 MAIL ADDRESS: STREET 1: 26 MAIN ST STREET 2: 1ST FLOOR CITY: CHATAM STATE: NJ ZIP: 07928 SC 13D/A 1 sc13da.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D/A (Amendment No. 19) Under the Securities Exchange Act of 1934 DELPHI CORPORATION ------------------ (Name of Issuer) Common Stock, $0.01 Par Value Per Share --------------------------------------- (Title of Class of Securities) 247126105 -------------- (CUSIP Number) Kenneth Maiman Appaloosa Management L.P. 26 Main Street, First Floor Chatham, NJ 07928 (973) 701-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 4, 2008 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. ================================================================================ Page 1 of 15 SCHEDULE 13D - ------------------- CUSIP No. 247126105 - ------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Appaloosa Investment Limited Partnership I I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) 22-3220838 - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [X](1) - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 27,716,000 ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 27,716,000 - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,455,448 (2) - ------ ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.01% (2) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------- (1) Box (a) is checked with respect to the relationship of the Reporting Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4 and footnote (2) below. Box (b) is checked with respect to the relationship of the Reporting Persons and the New Additional Investors described in Item 4. The Reporting Persons expressly disclaim membership in a group (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) with the New Additional Investors. Page 2 of 15 (2) As a result of the December 7th Investment Agreement described in Item 4, the Reporting Persons are deemed to be the beneficial owners of shares of the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS, Pardus and GS. Based on information filed with the Securities and Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns 1,459,280 shares, UBS AG beneficially owns 4,420,602 shares, Pardus Special Opportunities Master Fund L.P. and its related entities beneficially own 26,400,000 shares and GS and its related entities beneficially own 15,009,566 shares. Page 3 of 15 SCHEDULE 13D - ------------------- CUSIP No. 247126105 - ------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Palomino Fund Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) 98-0150431 - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [X](1) - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 24,284,000 ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 24,284,000 - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,023,448 (2) - ------ ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.40% (2) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------- (1) Box (a) is checked with respect to the relationship of the Reporting Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4 and footnote (2) below. Box (b) is checked with respect to the relationship of the Reporting Persons and the New Additional Investors described in Item 4. The Reporting Persons expressly disclaim membership in a group (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) with the New Additional Investors. Page 4 of 15 (2) As a result of the December 7th Investment Agreement described in Item 4, the Reporting Persons are deemed to be the beneficial owners of shares of the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS, Pardus and GS. Based on information filed with the Securities and Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns 1,459,280 shares, UBS AG beneficially owns 4,420,602 shares, Pardus Special Opportunities Master Fund L.P. and its related entities beneficially own 26,400,000 shares and GS and its related entities beneficially own 15,009,566 shares. Page 5 of 15 SCHEDULE 13D - ------------------- CUSIP No. 247126105 - ------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Appaloosa Management L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) 22-3220835 - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [X](1) - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 52,000,000 ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 52,000,000 - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,739,448 (2) - ------ ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.31% (2) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------- (1) Box (a) is checked with respect to the relationship of the Reporting Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4 and footnote (2) below. Box (b) is checked with respect to the relationship of the Reporting Persons and the New Additional Investors described in Item 4. The Reporting Persons expressly disclaim membership in a group (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) with the New Additional Investors. Page 6 of 15 (2) As a result of the December 7th Investment Agreement described in Item 4, the Reporting Persons are deemed to be the beneficial owners of shares of the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS, Pardus and GS. Based on information filed with the Securities and Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns 1,459,280 shares, UBS AG beneficially owns 4,420,602 shares, Pardus Special Opportunities Master Fund L.P. and its related entities beneficially own 26,400,000 shares and GS and its related entities beneficially own 15,009,566 shares. Page 7 of 15 SCHEDULE 13D - ------------------- CUSIP No. 247126105 - ------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Appaloosa Partners Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) 22-3220833 - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [X](1) - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 52,000,000 ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 52,000,000 - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,739,448 (2) - ------ ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.31% (2) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------- (1) Box (a) is checked with respect to the relationship of the Reporting Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4 and footnote (2) below. Box (b) is checked with respect to the relationship of the Reporting Persons and the New Additional Investors described in Item 4. The Reporting Persons expressly disclaim membership in a group (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) with the New Additional Investors. Page 8 of 15 (2) As a result of the December 7th Investment Agreement described in Item 4, the Reporting Persons are deemed to be the beneficial owners of shares of the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS, Pardus and GS. Based on information filed with the Securities and Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns 1,459,280 shares, UBS AG beneficially owns 4,420,602 shares, Pardus Special Opportunities Master Fund L.P. and its related entities beneficially own 26,400,000 shares and GS and its related entities beneficially own 15,009,566 shares. Page 9 of 15 SCHEDULE 13D - ------------------- CUSIP No. 247126105 - ------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS David A. Tepper I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [X](1) - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 52,000,000 ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 52,000,000 - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,739,448 (2) - ------ ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.31% (2) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------- (1) Box (a) is checked with respect to the relationship of the Reporting Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4 and footnote (2) below. Box (b) is checked with respect to the relationship of the Reporting Persons and the New Additional Investors described in Item 4. The Reporting Persons expressly disclaim membership in a group (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) with the New Additional Investors. Page 10 of 15 (2) As a result of the December 7th Investment Agreement described in Item 4, the Reporting Persons are deemed to be the beneficial owners of shares of the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS, Pardus and GS. Based on information filed with the Securities and Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns 1,459,280 shares, UBS AG beneficially owns 4,420,602 shares, Pardus Special Opportunities Master Fund L.P. and its related entities beneficially own 26,400,000 shares and GS and its related entities beneficially own 15,009,566 shares. Page 11 of 15 This Amendment No. 19 (this "Amendment") to the Schedule 13D (the "Initial Schedule 13D") initially filed on March 16, 2006 by the Reporting Persons (as defined in the Initial Schedule 13D), as amended on August 1, 2006, August 29, 2006, December 19, 2006, January 18, 2007, March 2, 2007, March 12, 2007, May 15, 2007, July 6, 2007, July 10, 2007, July 20, 2007, July 23, 2007, August 3, 2007, November 2, 2007, November 8, 2007, November 16, 2007, December 12, 2007, March 7, 2008 and March 13, 2008 relates to the common stock, $0.01 par value per share (the "Common Stock"), of Delphi Corporation, a Delaware corporation (the "Issuer"), and is being filed to amend the Reporting Persons' previously-filed Schedule 13D as specifically set forth below. Certain information contained in this Schedule 13D/A relates to share ownership of persons other than the Reporting Persons. The Reporting Persons expressly disclaim any liability for any such information and for any other information provided in this Amendment that does not expressly pertain to a Reporting Person, as such term is defined in Item 2 of the Initial Schedule 13D. Unless otherwise indicated, all capitalized terms shall have the meanings ascribed to them in the Initial Schedule 13D, and unless otherwise amended hereby, all information previously filed remains in effect. Item 4 is hereby amended by adding the following: On April 4, 2008 ADAH delivered a notice of termination of the EPCA, a copy of which is attached hereto as Exhibit 51. Item 7 is amended to add the following exhibits: 51 Letter from A-D Acquisition Holdings, Inc. to Delphi Corporation dated April 4, 2008. Page 12 of 15 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 4, 2008 APPALOOSA INVESTMENT LIMITED PARTNERSHIP I By: APPALOOSA MANAGEMENT L.P., Its General Partner By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper -------------------------- Name: David A. Tepper Title: President PALOMINO FUND LTD. By: APPALOOSA MANAGEMENT L.P., Its Investment Adviser By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper -------------------------- Name: David A. Tepper Title: President APPALOOSA MANAGEMENT L.P. By: APPALOOSA PARTNERS INC., Its General Partner By: /s/ David A. Tepper -------------------------- Name: David A. Tepper Title: President APPALOOSA PARTNERS INC. By: /s/ David A. Tepper -------------------------- Page 13 of 15 Name: David A. Tepper Title: President /s/ David A. Tepper ------------------------------ David A. Tepper Page 14 of 15 EXHIBIT INDEX 51 Letter from A-D Acquisition Holdings, Inc. to Delphi Corporation dated April 4, 2008. Page 15 of 15 EX-99.1 2 ex99-1.txt TERMINATION LETTER A-D Acquisition Holdings, LLC 26 Main Street Chatham, New Jersey 07928 April 4, 2008 Delphi Corporation 5725 Delphi Drive Troy, Michigan 48098 Ladies and Gentlemen: Reference is made to that certain Equity Purchase and Commitment Agreement, dated August 3, 2007, as amended on December 10, 2007 (as may be amended or supplemented, the "Agreement"), by and among A-D Acquisition Holdings, LLC ("ADAH"), Harbinger Del-Auto Investment Company, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Goldman, Sachs & Co. and Pardus DPH Holding LLC (together with ADAH, the "Investors"), on the one hand, and Delphi Corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the "Company"), on the other hand. Capitalized terms used herein and not defined, have the meanings set forth in the Agreement. This letter constitutes a notice of immediate termination of the Agreement in accordance with Section 12(d)(v), Section 12(d)(vi)(A) and Section 12(d)(vi)(B) of the Agreement. This termination notice is without prejudice to any Investor's ability to assert any other rights under the Agreement, including the right to terminate the Agreement pursuant to Section 12(d)(iii) or otherwise. The Company has breached provisions of the Agreement which would cause a failure of conditions in Section 9(a)(xvi) and 9(a)(xvii) to be satisfied, which failure has not been cured as of the third (3rd) Business Day prior to the Closing Date Outside Date or as of the date hereof. Consequently, ADAH is entitled to terminate the Agreement pursuant to Section 12(d)(v). These breaches include, without limitation, the following: o Section 3(d), by failing to put in place an equity capitalization that is consistent with this Section and that instead dilutes the Investors and other equity holders; o Section 5(o), by taking actions that are reasonably expected to result in the conditions to the Agreement not being satisfied, including, without limitation, the following conditions: o 9(a)(iii), relating to compliance with the Plan for the reasons set forth in this letter; o 9(a)(v), relating to an Alternate Transaction and Alternate Transaction Agreements; o 9(a)(vi), relating to a Change of Recommendation; o 9(a)(ix), relating to the failure of the conditions to the Effective Date of the Confirmed Plan for the reasons described in this letter; A-D Acquisition Holdings, LLC Delphi Corporation April 4, 2008 Page 2 o 9(a)(xvi), relating to the truth and correctness of representations and warranties, including the equity capitalization representation in Section 3(d); o 9(a)(xvii), relating to failure to perform and comply with covenants and agreements in the Agreement and other documents delivered pursuant to the Agreement in all material respects (including for the reasons set forth in this letter); o 9(a)(xix), for failure to obtain proceeds from the Debt Financings as contemplated by the Agreement and failure to have the asset backed revolving loan facility described in the Financing Letter; o 9(a)(xx), for failing to demonstrate, to the reasonable satisfaction of ADAH, that the pro forma interest expenses for the Company (calculated in accordance with GAAP) during 2008 on the Company's Indebtedness will not exceed $585 million; o 9(a)(xxi), for entering into employment agreements and other compensation arrangements with senior management that are not reasonably acceptable to ADAH and do not comply with the terms of the Series A Preferred Stock and by failing to resolve all claims of former executive officers, or executive officers that have resigned or been terminated, on terms acceptable to ADAH or otherwise ordered by the Bankruptcy Court; o 9(a)(xxii), for failing to resolve all asserted or scheduled but not yet disallowed claims such that they are allowed or estimated for distribution purposes by the Bankruptcy Court in an amount no more than $1.45 billion; o 9(a)(xxvii), relating to capitalization; and o 9(a)(xxviii), by taking actions to implement Material Investment Documents (including the Rights Offering Registration Statement, Series C Certificate of Designations, debt financing documents (including agreements with GM and/or its Affiliates) and employment agreements) and/or amendments thereto that are not reasonably satisfactory to ADAH to the extent that they would have a material impact on the Investors' proposed investment. o Section 5(p), by reaching agreements with GM that are materially inconsistent with the Agreement and the Plan, that are outside the ordinary course of business and the terms of which would have a material impact on the Investors' proposed investment; o Section 5(p), by entering into material written agreements with GM and/or its Subsidiaries that are directly related to the Plan, the GM Settlement and/or the performance of the Transaction Agreements; o Section 5(t), by not using reasonable best efforts to arrange the Bank Financing and the GM Debt on the terms and conditions described in the Financing Letter and in Exhibit E 2 A-D Acquisition Holdings, LLC Delphi Corporation April 4, 2008 Page 3 of the Agreement and instead pursuing bank financing and GM debt that does not comply with the Agreement; o Section 8, by not using reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part to make effective the transactions contemplated by the Agreement, the Preferred Term Sheet, the GM Settlement and the Plan for all the reasons described in this letter; o Section 8(c)(i), by entering into employment agreements with senior management that are not reasonably acceptable to ADAH; o Section 8(c)(ii), by failing to enter into agreements and other arrangements acceptable to ADAH or otherwise ordered by the Bankruptcy Court with respect to claims against the Company of former members of the Company's management, and members of the Company's management, if any, who are resigning or being terminated in accordance with implementation of the Plan; and o Section 8(c)(vi), by implementing a Series C Certificate of Designations that is not consistent with the Preferred Term Sheet. The Company has entered into agreements or agreements in principle with GM and/or its Affiliates for an Alternate Transaction and has sought the Bankruptcy Court's approval relating to an Alternate Transaction. Moreover, there has been a Change of Recommendation by the Company. Consequently, under Section 12(g) of the Agreement, the Investors are entitled to be paid an Alternate Transaction Fee of $82,500,000 and any Transaction Expenses and other amounts certified by the Investors to be due and payable that have not previously been paid. Such amounts are to be paid, in accordance with Section 12(g) no later than the close of business on the next Business Day following the date of this termination letter. ADAH intends to provide to the Company its calculation of Transaction Expenses and other amounts that are due and payable as soon as reasonably practicable. ADAH, on its own behalf and on behalf of the other Investors, reserves all rights to such fees and expenses. As you know, the undersigned has been actively engaging in discussions to resolve our outstanding issues in a mutually acceptable manner, including mutually acceptable alternative transactions and will continue to actively engage in such discussions, including considering transactions in which ADAH would participate in a capacity different than currently envisioned by the Agreement. [Signature page follows] 3 A-D Acquisition Holdings, LLC Delphi Corporation April 4, 2008 Page 4 A-D ACQUISITION HOLDINGS, LLC By: /s/ David Tepper -------------------------- Name: Title: 4 A-D Acquisition Holdings, LLC Delphi Corporation April 4, 2008 Page 5 John Sheehan/Sean Corcoran/David Sherbin Andrew Rosenberg Delphi Corporation Paul, Weiss, Rifkin, 5725 Delphi Drive Wharton & Garrison LLP Troy, MI 48098 1285 Avenue of the Americas New York, NY 10019-6064 Eric L. Cochran Marie L. Gibson Osamu Watanabe Skadden, Arps, Slate, Meagher & Flom LLP Steve Smith Four Times Square UBS Securities LLC New York, NY 10036 299 Park Avenue New York, NY 10171 John Wm. Butler, Jr. George Panagakis Skadden, Arps, Slate, Meagher & Flom LLP Leslie N. Silverman 333 West Wacker Drive Cleary Gottlieb Steen & Hamilton LLP Chicago, IL 60606 One Liberty Plaza New York, NY 10006 James Bolin A-D Acquisition Holdings, LLC c/o Appaloosa Management L.P. Sandip Khosla 26 Main Street Donald Mullen Chatham, NJ 07928 Goldman, Sachs & Co. 1 New York Plaza Philip A. Falcone New York, NY 10004 Harbinger Del-Auto Investment Company, Ltd. c/o Harbinger Capital Partners Robert Reeder Offshore Manager, LLC Sullivan & Cromwell LLP 555 Madison Avenue, 16th Floor 125 Broad Street New York, NY 10022 New York, NY 10004 General Counsel Timothy Bass Harbert Management Corporation Pardus DPH Holding LLC 1 Riverchase Parkway South 590 Madison Avenue Birmingham, AL 35244 Suite 25E New York, NY 10022 Lynn Toby Fisher/Benjamin Mintz Kaye Scholer LLP Rachel C. Strickland 425 Park Avenue Morgan D. Elwyn New York, NY 10022 Willkie Farr & Gallagher LLP 787 Seventh Avenue Robert Spork / Rick Morris New York, NY 10019-6099 Merill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, NY 10080 5 -----END PRIVACY-ENHANCED MESSAGE-----