Schedule 13D

-----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, DQNVPIpfNICSa0EuqHqRmqDHZkEyl2omUIpL3bYZZtUbUsOdN/1XgtSOzAoKCZyq g45p7Ro7w1qhxMtnkzWvKA== 0001193125-07-162481.txt : 20070726 0001193125-07-162481.hdr.sgml : 20070726 20070726095723 ACCESSION NUMBER: 0001193125-07-162481 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070726 GROUP MEMBERS: KARIM SAMII GROUP MEMBERS: PARDUS CAPITAL MANAGEMENT LLC GROUP MEMBERS: PARDUS SPECIAL OPPORTUNITIES MASTER FUND L.P. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-56957 FILM NUMBER: 071001021 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: Pardus Capital Management L.P. CENTRAL INDEX KEY: 0001337183 IRS NUMBER: 342037131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1001 AVENUE OF THE AMERICAS STREET 2: SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-719-7550 MAIL ADDRESS: STREET 1: 1001 AVENUE OF THE AMERICAS STREET 2: SUITE 1001 CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

DELPHI CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

247126105

(CUSIP Number)

Mr. Timothy Bass

Pardus Capital Management L.P.

590 Madison Avenue

Suite 25E

New York, NY 10022

(212) 719-7550

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Robert B. Stebbins, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

July 17, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 17


		SCHEDULE 13D

CUSIP No. 247126105


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

	Pardus Special Opportunities Master Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) x(1)
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		26,400,000
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		26,400,000
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	26,400,000 (2)(3)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.70% (2)(3)
14	TYPE OF REPORTING PERSON (See Instructions)

	PN

(1)	Box (a) is checked with respect to the relationship of the Reporting Persons and Appaloosa Management L.P., Harbinger Capital Partners Master Fund I, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Goldman Sachs & Co. as described in Item 4 and footnote (3) below.

(2)

Pardus Special Opportunities Master Fund L.P., a limited partnership formed under the laws of the Cayman Islands (the “Fund”), is the beneficial owner of 26,400,000 shares of common stock, par value $0.01 per share (the “Shares”), of Delphi Corporation, a Delaware corporation (the “Issuer”). Pardus Capital Management L.P., a Delaware limited partnership (“PCM”), serves as the investment manager of the Fund and possesses sole power to vote and direct the disposition of all Shares held by the Fund. Pardus Capital Management LLC, a Delaware limited liability company (“PCM LLC”), as the general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC, may be deemed to be the beneficial owners of all Shares held by the Fund; however, PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held by the Fund. Based on information provided by the Issuer, as of June 30, 2007 there were approximately 561,781,500 Shares issued and outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM are deemed to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to beneficially own, 26,400,000 Shares, or approximately 4.70% of the issued and outstanding Shares.

(3)

As a result of the Proposal and related Investment Agreement described in Item 4, the Reporting Persons may be deemed to be the beneficial owners of the Shares beneficially owned by the other persons described in Item 4; however, the Reporting Persons disclaim beneficial ownership of all Shares held by the other persons described in Item 4. Based on information provided to the Reporting Persons, Appaloosa Management L.P. and its related entities beneficially own 52,000,000 Shares, Harbinger Capital Partners Master Fund I, Ltd. and its related entities beneficially own 26,450,000 Shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as reported on their Schedule 13D/A filed on March 16, 2007, beneficially owns 1,468,386 Shares, UBS Securities LLC beneficially owns 4,419,294 Shares and Goldman Sachs & Co. beneficially owns 20,219,188 Shares.

Page 2 of 17


		SCHEDULE 13D

CUSIP No. 247126105


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

	Pardus Capital Management L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) x(1)
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		26,400,000
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		26,400,000
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	26,400,000 (2)(3)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.70% (2)(3)
14	TYPE OF REPORTING PERSON (See Instructions)

	IA

(1)	Box (a) is checked with respect to the relationship of the Reporting Persons and Appaloosa Management L.P., Harbinger Capital Partners Master Fund I, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Goldman Sachs & Co. as described in Item 4 and footnote (3) below.

(2)

The Fund is the beneficial owner of 26,400,000 Shares of the Issuer. PCM serves as the investment manager of the Fund and possesses sole power to vote and direct the disposition of all Shares held by the Fund. PCM LLC, as the general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC, may be deemed to be the beneficial owners of all Shares held by the Fund; however, PCM LLC and Mr. Samii disclaim beneficial ownership of all Shares held by the Fund. Based on information provided by the Issuer, as of June 30, 2007 there were approximately 561,781,500 Shares issued and outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM are deemed to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to beneficially own, 26,400,000 Shares, or approximately 4.70% of the issued and outstanding Shares.

(3)

Page 3 of 17


		SCHEDULE 13D

CUSIP No. 247126105


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION

	Pardus Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) x(1)
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		26,400,000
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		26,400,000
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	26,400,000 (2)(3)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.70% (2)(3)
14	TYPE OF REPORTING PERSON (See Instructions)

	OO

(1)	Box (a) is checked with respect to the relationship of the Reporting Persons and Appaloosa Management L.P., Harbinger Capital Partners Master Fund I, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Goldman Sachs & Co. as described in Item 4 and footnote (3) below.

(2)

(3)

Page 4 of 17


		SCHEDULE 13D

CUSIP No. 247126105


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION

	Karim Samii
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) x(1)
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)

	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		26,400,000
		8 SHARED VOTING POWER

		0
		9 SOLE DISPOSITIVE POWER

		26,400,000
		10 SHARED DISPOSITIVE POWER

		0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	26,400,000 (2)(3)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.70% (2)(3)
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

(1)	Box (a) is checked with respect to the relationship of the Reporting Persons and Appaloosa Management L.P., Harbinger Capital Partners Master Fund I, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Goldman Sachs & Co. as described in Item 4 and footnote (3) below.

(2)

(3)

Page 5 of 17

Item 1.

Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, par value $0.01 per share (the “Shares”), of Delphi Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 5725 Delphi Drive, Troy, Michigan, 48098.

Certain information contained in this Schedule 13D relates to share ownership of persons other than the Reporting Persons (defined below). The Reporting Persons expressly disclaim any liability for any such information and for any other information provided in this Schedule 13D that does not expressly pertain to a Reporting Person.

The information set forth in the Exhibits to this Schedule 13D is hereby expressly incorporated herein by reference, and the responses to each item of this Schedule 13D are qualified in their entirety by the provisions of such Exhibits.

Item 2.

Identity and Background.

The person filing this statement is Pardus Capital Management L.P., a Delaware limited partnership (“PCM”). PCM serves as the investment manager of Pardus Special Opportunities Master Fund L.P., a limited partnership formed under the laws of the Cayman Islands (the “Fund”). PCM is filing this Schedule 13D on behalf of the Reporting Persons as a result of the entry by Pardus DPH Holding LLC (“Pardus”), a Delaware limited liability company whose indirect majority owner is the Fund, into certain agreements described in Item 4 herein by which Pardus and the other Reporting Persons may be deemed to be the beneficial owners of the Shares beneficially owned by the other persons described in such Item. PCM, through one or more funds and/or accounts managed by it and/or its affiliates, is engaged in the investment in property of all kinds, including but not limited to capital stock, depository receipts, investment

Page 6 of 17

companies, mutual funds, subscriptions, warrants, bonds, notes, debentures, options and other securities and instruments of various kind and nature. Mr. Karim Samii is the sole member of Pardus Capital Management LLC, a Delaware limited liability company (“PCM LLC”), which serves as the sole general partner of PCM. Collectively, these parties are referred to herein as the “Reporting Persons.” The business address of each Reporting Person is 590 Madison Avenue, Suite 25E, New York, New York 10022.

None of the Reporting Persons has ever been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it or he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Samii is a United States citizen.

Item 3.

Source and Amount of Funds or Other Consideration.

All of the funds used to purchase the Shares described in this Schedule 13D came from the working capital of the Fund.

Item 4.

Purpose of Transaction.

The acquisition of the Shares that are currently beneficially owned by the Reporting Persons was for investment purposes or other ordinary course activities.

PROPOSAL LETTER

On July 18, 2007, A-D Acquisition Holdings, LLC (“ADAH”) (an affiliate of Appaloosa Management L.P. (“Appaloosa”)), Harbinger Del-Auto Investment Company, Ltd. (“Del-Auto”) (an affiliate of Harbinger Capital Partners Master Fund I, Ltd. (“Harbinger”)), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”), UBS

Page 7 of 17

Securities LLC (“UBS”), Goldman Sachs & Co. (“GS”) and Pardus delivered to the Issuer a proposal, which the Issuer accepted, for a potential investment of up to $2.55 billion in the aggregate in preferred and common equity of the reorganized Issuer and a proposed reorganization framework for the Issuer (the “Proposal”). Each of ADAH, Del-Auto, Merrill, UBS, GS and Pardus are referred to herein as the “Investors.” A copy of the Proposal is attached as Exhibit 20 to the Schedule 13D/A filed by Appaloosa on July 20, 2007.

According to the Proposal, the Investors would enter into an Equity Purchase and Commitment Agreement (the “Investment Agreement”) providing for the potential equity investment. The Proposal will terminate if, on or before August 16, 2007, (x) the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) does not issue an order reasonably satisfactory to the Investors approving and authorizing the Issuer to enter into the Investment Agreement and certain other matters, (y) the Issuer has not entered into the Investment Agreement or (z) any of the Investors determines in its sole discretion that any of the conditions contained in the Investment Agreement are incapable of being satisfied or that any of the Investors is entitled to exercise a termination right under the Investment Agreement.

EQUITY INVESTMENT

Under the terms of the Investment Agreement, on the terms and subject to the conditions of the Investment Agreement, the Investors would purchase an aggregate of $800 million of convertible preferred stock and approximately $175 million of common stock in the reorganized Issuer as follows: (i) each Investor would purchase, for $38.39 per share, each Investor’s proportionate share of 4,558,479 shares of the reorganized

Page 8 of 17

Issuer’s new common stock (the “Direct Subscription Shares”), (ii) ADAH would purchase, for $31.28 per share, 12,787,724 shares of the reorganized Issuer’s new Series A-1 Senior Convertible Preferred Stock (the “Series A-1 Preferred Stock”), and (iii) each Investor other than ADAH would purchase, for $38.39 per share, such Investor’s proportionate share of the reorganized Issuer’s new Series B Senior Convertible Preferred Stock (the “Series B Preferred Stock”). The number of Direct Subscription Shares, shares of Series A-1 Preferred Stock and shares of Series B Preferred Stock to be purchased by each Investor is set forth on Schedule 2 to the Investment Agreement.

Additionally, on the terms and subject to the conditions of the Investment Agreement, the Investors would purchase any unsubscribed shares of the reorganized Issuer’s new common stock in connection with an approximately $1.6 billion rights offering that would be made available to holders of the Issuer’s Shares as of a record date to be determined by the Issuer. In accordance with the Investment Agreement, the Issuer would distribute certain rights to holders of Shares to acquire new common stock of the reorganized Issuer subject to the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission, approval of the Bankruptcy Court and satisfaction of other terms and conditions. The rights, which would be transferable by the original eligible holders, would permit holders to purchase their pro rata share of new common stock of the reorganized Issuer at $38.39 per share.

Altogether, the Investors could invest up to an aggregate of $2.55 billion in the reorganized Issuer. The Investment Agreement is subject to the satisfaction or waiver of numerous conditions and the non-exercise by either the Issuer or the Investors of certain termination rights, all of which are more fully described in the Investment Agreement.

Page 9 of 17

The Investors would be entitled to payment of certain commitment fees and an alternate transaction fee, and ADAH would be entitled to an arrangement fee, in amounts, at the times and under the circumstances set forth in the Investment Agreement.

PLAN OF REORGANIZATION FRAMEWORK

The Investment Agreement further outlines the Issuer’s proposed framework for a plan of reorganization, which includes distributions to be made to creditors and stockholders, the treatment of General Motors Corporation’s claims, and the corporate governance of the reorganized Issuer.

CORPORATE GOVERNANCE STRUCTURE

Under the terms of the proposed plan, the reorganized Issuer would be governed by a nine (9) member board of directors, including an executive chairman and the Issuer’s Chief Executive Officer. Subject to certain conditions, six of the nine directors would be required to be independent of the reorganized Issuer under applicable exchange rules and six of the nine directors would be required to be independent of the Investors.

A five (5) member selection committee will have certain approval rights with respect to the reorganized Issuer’s initial Board of Directors. The selection committee will consist of John D. Opie, the Issuer’s board of directors’ lead independent director, a representative of each of the Issuer’s two statutory committees, a representative from Appaloosa and a representative from the other Investors, excluding UBS, GS and Merrill. ADAH, through its proposed Series A-1 Preferred Stock ownership, would have certain veto rights regarding extraordinary corporate actions such as change of control transactions and acquisitions or investments in excess of $250 million in any twelve (12) month period.

Page 10 of 17

Executive compensation for the reorganized Issuer must be on market terms and must be reasonably satisfactory to ADAH, and the overall executive compensation plan design must be described in the Issuer’s disclosure statement and incorporated into the plan of reorganization.

NEW INVESTOR LETTER AGREEMENT

On July 18, 2007, Appaloosa, Harbinger, Merrill, UBS, GS and the Fund entered into a letter agreement (the “Letter Agreement”) governing the relationships among them. A copy of the Letter Agreement is attached as Exhibit 21 to the Schedule 13D/A filed by Appaloosa on July 20, 2007.

The parties to the Letter Agreement have agreed, subject to certain conditions and exceptions, to certain transfer restrictions on claims and interests in any of the Debtors (as defined in the Investment Agreement). Additionally, the Letter Agreement sets forth certain obligations of the parties to the Letter Agreement with respect to supporting the transactions contemplated by the Investment Agreement on the terms and subject to the conditions contained in the Letter Agreement.

Except as described in this Item 4 or otherwise described in this Schedule 13D, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of the form of Schedule 13D promulgated under the Securities Exchange Act of 1934, as amended. The Reporting Persons intend to review the Fund’s and Pardus’ investment in the Issuer on a continuing basis. Subject to any applicable terms of the Investment Agreement and the Letter Agreement, each of the Reporting Persons and Pardus reserves the right, in light of its or his ongoing evaluation of the Issuer’s financial condition, business, operations and

Page 11 of 17

prospects, the market price of the Shares, conditions in the securities markets generally, general economic and industry conditions, its or his business objectives and other relevant factors, to change its or his plans and intentions at any time, as it or he deems appropriate. In particular, and without limiting the generality of the foregoing (but subject to any applicable terms of the Confidentiality Agreement (defined below), the Investment Agreement and the Letter Agreement), any one or more of the Reporting Persons (and their respective affiliates) reserves the right, in each case subject to any applicable limitations imposed on the sale of any Shares by the Securities Act of 1933, as amended, or other applicable law, to (i) purchase additional Shares or other securities of the Issuer, (ii) sell or transfer Shares or other securities of the Issuer beneficially owned by them from time to time in public or private transactions, (iii) engage in short selling of or any hedging or similar transactions with respect to Shares or other securities of the Issuer and (iv) cause any of the Reporting Persons to distribute in kind to their respective stockholders, partners or members, as the case may be, Shares or other securities owned by such Reporting Persons.

This Schedule 13D is not a solicitation for votes on the Issuer’s plan of reorganization. No disclosure statement has been approved by the Bankruptcy Court for the Issuer’s plan of reorganization.

Item 5.

Interest in Securities of the Issuer.

(a) The Fund is the beneficial owner of 26,400,000 Shares of the Issuer. PCM serves as the investment manager of the Fund and possesses sole power to vote and direct the disposition of all Shares held by the Fund. PCM LLC, as the general partner of PCM, and Mr. Karim Samii, as the sole member of PCM LLC, may be deemed to be the beneficial owners of all Shares held by the Fund; however, PCM LLC and Mr. Samii

Page 12 of 17

disclaim beneficial ownership of all Shares held by the Fund. Based on information provided by the Issuer, as of June 30, 2007 there were approximately 561,781,500 Shares issued and outstanding. Thus, for the purposes of Reg. Section 240.13d-3, the Fund and PCM are deemed to beneficially own, and PCM LLC and Mr. Karim Samii may be deemed to beneficially own, 26,400,000 Shares, or approximately 4.70% of the issued and outstanding Shares. Pursuant to Rule 13d-5(b)(1), the Reporting Persons may be deemed to be the beneficial owner of Shares beneficially owned by the other Investors. The number of Shares beneficially owned by each of the other Investors, based on information provided to the Reporting Persons by each such Investor, is set forth in footnote (3) on the cover pages of this Schedule 13D. In the aggregate, together with the Fund, the Investors beneficially own 130,956,868 Shares, or approximately 23.31% of the issued and outstanding Shares. The Reporting Persons disclaim beneficial ownership of any Shares owned by the other Investors.

(b) Item 5(a) is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.

The disclosure set forth in Item 4 hereof is incorporated herein by reference.

On April 24, 2007, the Fund and the Issuer entered into a Confidential Information, Standstill and Nondisclosure Agreement, which was subsequently amended and restated on June 18, 2007 (the “Confidentiality Agreement”). The Confidentiality Agreement is attached as Exhibit 2 to this Schedule 13D.

Page 13 of 17

On July 18, 2007, the Investors delivered the Proposal to the Issuer, which the Issuer accepted.

On July 18, 2007, Appaloosa entered into the Letter Agreement with Harbinger, Merrill, UBS, GS and the Fund.

In addition, concurrent with the delivery of the Proposal, Appaloosa, Harbinger, Harbinger Capital Partners Special Situations Fund, L.P., Merrill, UBS, GS and the Fund entered into a Contribution and Reimbursement Agreement regarding the allocation of certain potential liabilities in connection with the Investment Agreement. A copy of the Contribution and Reimbursement Agreement is attached as Exhibit 22 to the Schedule 13D/A filed by Appaloosa on July 20, 2007.

Other than as described in this statement, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons, and between any such persons and any other person, with respect to any securities of the Issuer, including but not limited to, transfer and voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits

Joint Filing Agreement.

Amended and Restated Confidential Information, Standstill and Nondisclosure Agreement, dated June 18, 2007, by and among Pardus Special Opportunities Master Fund L.P. and its affiliates and Delphi Corporation.

Page 14 of 17

Proposal Letter (attaching form of Equity Purchase and Commitment Agreement and Equity Commitment Letters), dated July 18, 2007 (incorporated by reference to Exhibit 20 to the Amendment to the Statement on Schedule 13D filed by Appaloosa Management L.P. on July 20, 2007).

Letter Agreement, dated July 18, 2007, from Appaloosa Management L.P. to Harbinger Capital Partners Master Fund I, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Goldman Sachs & Co. and Pardus Special Opportunities Master Fund L.P. (incorporated by reference to Exhibit 21 to the Amendment to the Statement on Schedule 13D filed by Appaloosa Management L.P. on July 20, 2007).

Contribution and Reimbursement Agreement, dated July 18, 2007, by and among Appaloosa Management L.P., Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Goldman Sachs & Co. and Pardus Special Opportunities Master Fund L.P. (incorporated by reference to Exhibit 22 to the Amendment to the Statement on Schedule 13D filed by Appaloosa Management L.P. on July 20, 2007).

Page 15 of 17

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: July 25, 2007	PARDUS DPH HOLDING LLC

	By:	Pardus Capital Management L.P., its Manager

	By:	/s/ Karim Samii
	Name:	Karim Samii
	Title:	President/CIO

Dated: July 25, 2007	PARDUS SPECIAL OPPORTUNITIES MASTER FUND L.P.

	By:	Pardus Capital Management L.P., its Investment Manager

	By:	Pardus Capital Management LLC, its General Partner

	By:	/s/ Karim Samii
	Name:	Karim Samii
	Title:	Sole Member

Dated: July 25, 2007	PARDUS CAPITAL MANAGEMENT L.P.

	By:	Pardus Capital Management LLC, its General Partner

	By:	/s/ Karim Samii
	Name:	Karim Samii
	Title:	Sole Member

Page 16 of 17


Dated: July 25, 2007	PARDUS CAPITAL MANAGEMENT LLC

	By:	/s/ Karim Samii
	Name:	Karim Samii
	Title:	Sole Member

Dated: July 25, 2007		/s/ Karim Samii
		Karim Samii

Page 17 of 17

EXHIBIT INDEX


Exhibit 1.		Joint Filing Agreement.

Exhibit 2.		Amended and Restated Confidential Information, Standstill and Nondisclosure Agreement, dated June 18, 2007, by and among Pardus Special Opportunities Master Fund L.P. and its affiliates and Delphi Corporation.

EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

Joint Filing Agreement

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.


Dated: July 25, 2007	PARDUS DPH HOLDING LLC

	By:	Pardus Capital Management L.P., its Manager

	By:	/s/ Karim Samii
	Name:	Karim Samii
	Title:	President/CIO

Dated: July 25, 2007	PARDUS SPECIAL OPPORTUNITIES MASTER FUND L.P.

	By:	Pardus Capital Management L.P., its Investment Manager

	By:	Pardus Capital Management LLC, its General Partner

	By:	/s/ Karim Samii
	Name:	Karim Samii
	Title:	Sole Member

Dated: July 25, 2007	PARDUS CAPITAL MANAGEMENT L.P.

	By:	Pardus Capital Management LLC, its General Partner

	By:	/s/ Karim Samii
	Name:	Karim Samii
	Title:	Sole Member


Dated: July 25, 2007	PARDUS CAPITAL MANAGEMENT LLC

	By:	/s/ Karim Samii
	Name:	Karim Samii
	Title:	Sole Member

Dated: July 25, 2007		/s/ Karim Samii
		Karim Samii

EX-2 3 dex2.htm AMENDED AND RESTATED CONFIDENTIAL INFORMATION Amended and Restated Confidential Information

Exhibit 2

June 18, 2007

VIA ELECTRONIC MAIL

Pardus Special Opportunities Master Fund L.P. (f/k/a Pardus European Special Opportunities Master Fund L.P.)

c/o Pardus Capital Management L.P.

590 Madison Avenue, Suite 25E

New York, NY 10022

Attn: Hamid Zanganeh

AMENDED AND RESTATED CONFIDENTIAL INFORMATION, STANDSTILL

AND NONDISCLOSURE AGREEMENT

Dear Sir or Madam:

This letter agreement relates to discussions involving Pardus Special Opportunities Master Fund L.P. (f/k/a Pardus European Special Opportunities Master Fund L.P.) and its affiliates (“Investor”) (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 which would include you, Appaloosa Management L.P. and its affiliates (“Appaloosa”), and the Company (defined below) in our mutual interest involving the Company in the Chapter 11 Cases in which Appaloosa would be the lead investor (such business arrangement, the “Transaction”). Immediately after execution of this letter agreement an executed version of this letter agreement will be provided to Appaloosa. This letter agreement amends and restates the Confidential Information, Standstill and Nondisclosure Agreement, dated April 24, 2007, between Delphi and Investor.

It is hereby understood that, unless otherwise determined by the Company, or expressly set forth in this letter agreement you will use reasonable best efforts to contact the Company through Appaloosa in connection with matters set forth in this letter agreement. In connection with your interest in and review of certain matters relating to Delphi and its subsidiaries and affiliates (together with their respective officers, directors, employees, agents, affiliates and other representatives, the “Company”), the Company may furnish to you or your respective Representatives (as defined below) directly or indirectly certain non-public, confidential and/or proprietary information pertaining to the Company which is reasonably necessary in order for you to evaluate a Transaction and which the Company reasonably determines is not competitively sensitive or legally privileged. Such information, in whole or in part, whether written or oral, together with any analyses, summaries, compilations, studies,

forecasts, abstracts or documents prepared during the review of the Company by Appaloosa, you or your respective Representatives (as defined below) which contain, are based upon or otherwise reflect such information, is hereinafter referred to as the “Evaluation Material.” The term “Evaluation Material” does not include any information which you demonstrate: (a) previously was available to you on a non-confidential basis or by virtue of your having been a member of an official committee in the Chapter 11 Cases (provided, however, that any information that was made available to you in your capacity as a member of a statutory committee shall be kept confidential as may be required pursuant to agreements between such statutory committee and the Company and any applicable duties and obligations you may have had or have as a member of such committee); (b) was obtained from a third person which, insofar as you know, following reasonable inquiry, is not subject to any prohibition against disclosure; or (c) is or becomes generally available to the public other than as a result of disclosure by you or any of your Representatives in violation of this letter agreement.

You will use the Evaluation Material solely for the purpose of: (1) considering the Transaction, and (2) to the extent such Transaction is acceptable to the Company, implementation of such Transaction, and you will not use the Evaluation Material for any other business or competitive purpose. Except as required by law, rule or regulation, without the prior written consent of the Company, you will keep the Evaluation Material strictly confidential and will not disclose the Evaluation Material to any person or entity (including any person or entity acting in their capacity as a member of the official or unofficial committee in the Chapter 11 Cases), except that you may disclose the Evaluation Material or portions thereof to (a) those of your directors, officers, partners, employees, agents, financial institutions, attorneys, advisors and accountants (collectively, “Representatives”) who need to know such information for the purpose of evaluating on your behalf a Transaction and who also execute an acknowledgment wherein they agree to be bound by the confidentiality provisions of this letter agreement as if they were parties hereto, (b) Appaloosa, Harbinger Capital Partners Master Fund I, Ltd. and its affiliates (“Harbinger”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) and UBS Securities LLC (“UBS”), (c) any entities or persons who are bound by a confidentiality agreement with the Company with respect to the Transaction, (each such person or entity, a “Co-Investor”), provided, however, with respect to substantive matters regarding the Transaction only (i) in the presence of Appaloosa or (ii) so long as Appaloosa is informed on a reasonably prompt basis. Without the prior written consent of the Company, neither you nor your Representatives will disclose to any person or entity (including any official or unofficial committee in the Chapter 11 Cases) the existence of this letter agreement, the fact that the Evaluation Material has been made available or that discussions between you, Appaloosa, Harbinger, Merrill and UBS and/or the Company concerning a Transaction are taking place or any term, condition or other fact relating to such business arrangement (except as required by law, rule or regulation and subject to any applicable fiduciary duties as a committee member), provided, however, that you may disclose to Appaloosa, Harbinger, Merrill, and UBS and, only so long as Appaloosa is informed on a reasonably prompt basis, any other Co-Investor, (1) on a confidential basis, any term, condition or other fact relating to such business arrangement that does not include Evaluation Material and (2) the existence of this letter agreement. You will be responsible for any breach of this letter agreement by you or any of your Representatives. Prior to the earlier of (i) July 31, 2007 and (ii) the fifth business day following notice by you that the Company has not directly or indirectly made available to you or Appaloosa information you previously requested (other than information the Company reasonably determines is competitively sensitive or legally

privileged) described in such notice unless either such information is not reasonably necessary in order for you to evaluate a Transaction or prior, to such fifth business day, the Company directly or indirectly made available to you, such information (such earlier date, the “Release Date”), unless otherwise agreed to by the Company in writing, you agree, in your individual capacity and not as a committee member, if ever applicable, to engage (along with your Representatives) exclusively though Appaloosa in discussions and negotiations with the Company and its legal and financial advisors with respect to a Transaction.

The Company may designate any Evaluation Material in its sole discretion as “Highly Confidential” (the “Highly Confidential Information”). Evaluation Material shall be designated as “Highly Confidential” (a) by placing or affixing the words “Highly Confidential” on each such Evaluation Material, (b) by written notice to you or (c) by virtue of the fact that any such Evaluation Material is otherwise already labeled as “Highly Confidential”. Inadvertent failure to designate materials as “Highly Confidential” at the time of delivery may be remedied at any time thereafter by supplemental written notice (which may be by email) delivered within seven days after the delivery of such materials. Upon such notice, the identified Evaluation Material shall be fully subject to this letter agreement as if such materials had been initially designated as “Highly Confidential”. Unless otherwise agreed to by the Company in writing, Evaluation Material designated as “Highly Confidential” pursuant to this letter agreement shall only be disseminated to and inspected by your legal counsel, your financial advisors or your other advisors each as set forth on Exhibit A hereto which exhibit may be supplemented by mutual agreement of the parties (collectively, the “Permitted Advisors”), and the Permitted Advisors or any other person who receives any Highly Confidential Information shall not reveal or discuss such information, or any information derived therefrom, to or with any person other than a Permitted Advisor. Highly Confidential Information, or any information derived therefrom, shall be used by the Permitted Advisors solely for the purposes set forth in the immediately preceding paragraph of this letter agreement.

All written Evaluation Material shall be transmitted by the Company only to Permitted Advisors, provided, however, that if written Evaluation Material is transmitted to you such materials shall continue to be deemed to be Evaluation Material.

You hereby represent that you have, and will have at all times after the execution of this letter agreement and prior to the Release Date, a “Net Long Position” (as defined below) with respect to the Company. At the Company’s request you agree promptly to provide the Company with reasonable information which supports the initial representation in the prior sentence and your continued compliance with the prior sentence and the next sentence. In addition, subject to the second paragraph following this paragraph prior to the Release Date, you will not sell, dispose of or otherwise transfer any equity or debt securities, equity or fixed income related credit derivatives or other instruments (including put equivalent and call equivalent instruments) issued by, guaranteed by or relating to the Company. With respect to the Company, a “Net Long Position” means that, on an aggregate basis with respect to all equity or debt securities, equity or fixed income related credit derivatives or other instruments (including put equivalent and call equivalent instruments) issued by, guaranteed by or relating to the Company, your portfolio of such securities, derivatives and other instruments would be reasonably likely to gain in value if an event occurred which would be reasonably likely to cause the credit quality of the Company to improve.

In addition, you hereby represent that you do not have, and will not have at any time after the execution of this letter agreement and prior to the Release Date, a Net Short Position (as defined below) with respect to General Motors Corporation (“GM”). At the Company’s request you agree promptly to provide the Company with reasonable information on a confidential basis which supports your continued compliance with the prior sentence and the next sentence. In addition, prior to the Release Date, you will not sell, dispose of or otherwise transfer any equity or debt securities, equity or fixed income related credit derivatives or other instruments (including put equivalent and call equivalent instruments) issued by, guaranteed by or relating to GM , other than to GM or in connection with a public tender offer for any such securities. A “Net Short Position” with respect to GM means that, on an aggregate basis with respect to all equity or debt securities, equity or fixed income related credit derivatives or other instruments (including put equivalent and call equivalent instruments) issued by, guaranteed by or relating to GM, your portfolio of such securities, derivatives and other instruments would be reasonably likely to gain in value if an event occurred which would be reasonably likely to cause the credit quality of GM to decline.

Notwithstanding the foregoing, nothing in this letter agreement shall prohibit the Investor from participating in a rights offering or transferring or exercising rights in connection therewith in accordance with applicable law. Notwithstanding anything in this letter agreement to the contrary, nothing in this letter agreement shall be deemed to restrict in any way any transfer, exchange or receipt of any securities or other instruments to or from the Company or in accordance with the consummation of any Plan or Transaction. Notwithstanding anything in this agreement to the contrary, nothing in this agreement shall be deemed to restrict any transfer or delivery of any debt or equity securities of the Company in connection with a public tender offer for such securities.

In the event that you or any of your Representatives are legally required (by deposition, interrogatories, requests for documents, subpoena, civil investigation demand or similar process) to disclose any of the Evaluation Material, or if you or any of your Representatives are legally required (by deposition, interrogatories, requests for documents, subpoena, civil investigation demand or similar process) to disclose the fact that the Evaluation Material has been made available or that discussions between you, Appaloosa, Harbinger, Merrill, UBS, the Co-Investors (if applicable) and the Company are taking place or any other fact relating to a Transaction, you will provide to the extent practicable, the Company with prompt prior written notice of such requirement so that the Company may, at its sole cost, (a) seek a protective order or other appropriate remedy or (b) in its sole discretion, waive compliance with the terms of this letter agreement. If a protective order or other remedy is not obtained within a reasonable period of time, or the Company waives compliance with the terms of this letter agreement, you or your Representatives, as applicable, will disclose only that which you or your Representatives are legally required to disclose or which is necessary to avoid sanction for contempt of court and you or your Representatives, as applicable, will exercise commercially reasonable efforts (which efforts will consist of at least the efforts you undertake in connection with ensuring the confidential treatment of your non-public, confidential and/or proprietary information), at the Company’s cost to ensure confidential treatment of (x) the Evaluation Material, (y) the fact that the Evaluation Material has been made available or that discussions between you, Appaloosa, Harbinger, Merrill, UBS, the Co-Investors (if applicable) and the Company are taking place, and (z) any other fact you are prohibited from disclosing pursuant to this letter agreement.

You agree that if you determine that you do not intend to proceed with a Transaction you shall promptly (but in no event later than 24 hours after such a determination is made) notify the Company in writing of such determination (the “Investor Notice”).

If (i) Appaloosa does not proceed with a Transaction, (ii) Appaloosa (a) delivers a notice in writing to you or the Company or (b) makes a public announcement, including in filings with Securities and Exchange Commission or in press releases, that it does not intend to the proceed with a Transaction, (iii) you do not proceed with a Transaction, (iv) you deliver an Investor Notice, or (v) if the Company so requests, you will promptly return to the Company all copies (including originals) of the Evaluation Material in your possession or in the possession of your Representatives, and you will promptly destroy all Evaluation Material which constitutes copies (including originals) of any analyses, studies, abstracts or other documents prepared by you or your Representatives or for your or your Representatives’ use, and any such destruction shall be certified in writing to us by a duly authorized Representative of yours. Notwithstanding the return or destruction of Evaluation Material, you and your Representatives will continue to be bound by your obligations of confidentiality hereunder for the period commencing on the date hereof through the first anniversary of the date of the consummation of a plan of reorganization in the Chapter 11 Cases (a “Plan of Reorganization”).

You understand and agree that except as set forth in written definitive agreements in connection with a Transaction, neither the Company, nor Appaloosa has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, and neither the Company, Appaloosa nor any of their respective affiliates or any of their respective officers, directors, employees, agents, affiliates, attorneys, advisors or accountants have any liability to you or any other person or entity relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom.

Notwithstanding anything contained herein, if you ever become a member of an official committee in the Chapter 11 Cases you shall voluntarily recuse yourself with respect to all issues and matters that are considered or discussed by an official committee in the Chapter 11 Cases that is related to (i) Appaloosa, you or any Co-Investor, (ii) any proposal made by Appaloosa, you or any Co-Investor (either collectively or individually) to or with respect to the Company or (iii) any other related matters.

For the period commencing on the date hereof through the Release Date (unless the Company is determined by a final order of the Bankruptcy Court to have failed to perform in all material respects all of its obligations hereunder), you will not seek, and will cause each of your affiliates not to, directly or indirectly, knowingly seek, or solicit or induce, or attempt to solicit or induce a third party to seek, or support a third party that may seek or is seeking to shorten or terminate the Company’s exclusive periods (the “Exclusive Periods”) to propose and/or solicit a Plan of Reorganization; provided, however, that if you ever become a member of an official committee in the Chapter 11 Cases, then in your capacity as a member of such committee you may participate in committee discussions, committee meetings and committee votes with respect to the foregoing matters consistent with your fiduciary duties as a member of such committee.

Until the later of the Release Date and the date upon which you are no longer in possession of material, non-public information about the Company (unless the Company is determined by a final order of the Bankruptcy Court to have failed to perform in all material respects all of its obligations hereunder), without the prior written consent of the Company, you will not, and will cause each of your affiliates and Representatives (in their capacity as such) not to, singly or as part of a group, in any manner, directly or indirectly: (i) participate in any solicitation of proxies or become a participant in any election contest with respect to the Company; (ii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to Delphi’s common stock other than in connection with a Transaction; and (iii) sell, dispose of or otherwise transfer any equity securities of the Company (“Equity Securities”), any debt securities of the Company (“Debt Securities”), or assets of or claims against the Company, or any rights to acquire any Equity Securities, Debt Securities, or assets of or claims against the Company.

You agree that money damages would not be a sufficient remedy for any breach of this letter agreement by you or your Representatives and that, in addition to all other remedies, the Company will be entitled to equitable relief, including specific performance and injunctive or other equitable relief, in the event of any breach or threatened breach of any provision of this letter agreement. In the event of litigation relating to this letter agreement, each party shall pay its own expenses.

You acknowledge and agree that the Company is free to terminate discussions and negotiations with you and/or Appaloosa at any time after the Release Date and for any reason (provided, however, that the Company will not be limited in any way by the terms of this letter agreement in allocating, prioritizing and directing its resources and personnel, including its employees, agents and representatives, to discussions and negotiations with other parties in connection with the Chapter 11 Cases or other matter) and unless and until a written definitive agreement concerning a Transaction has been executed and approved by the Bankruptcy Court, neither the Company nor any of our affiliates or any of our or their respective officers, directors, employees, agents, affiliates, attorneys, advisors or accountants will have any liability to you with respect to any business arrangement, whether by virtue of this letter agreement, any other written or oral expression with respect to any Transaction or otherwise.

Unless waived by the Company in writing, you acknowledge that, subject to the last sentence of this paragraph, upon the Company’s request, you will inform and update the Company directly in reasonable detail on the status and substance of your discussions with Appaloosa, Harbinger, Merrill, UBS or Co-Investors which relates to (i) any conditions or any material impediments to consummating the Transaction, (ii) the material terms of governance arrangements of the Company after consummation of the Transaction and (iii) any other matters relating to the Transaction that reasonably would be expected to be material to the Company (the

items set forth in clauses (i) through (iii) hereof, the “Disclosable Items”). Unless waived by the Company in writing, subject to the last sentence of this paragraph, you hereby represent that you have not entered into any material written agreement with Appaloosa, Harbinger, Merrill, UBS or any Co-Investor with respect to Disclosable Items, and any such written agreement hereafter entered into between you and either Appaloosa, Harbinger, Merrill, UBS or a Co-Investor will be disclosed promptly to the Company upon request. Unless waived by the Company in writing, subject to the last sentence of this paragraph, when you become aware that a person or entity is deemed to be a Co-Investor pursuant to the terms hereof, you will promptly disclose in writing to the Company (i) any such material written agreement with respect to Disclosable Items entered into between you and any such Co-Investor and (ii) any material written agreement, to your knowledge, to which any such Co-Investor is a party with respect to Disclosable Items. Notwithstanding anything to the contrary contained in this paragraph and subject to applicable law, to the extent applicable, the Company and you acknowledge that you shall not be required to inform and update the Company, or disclose the terms of any written agreement involving you and either Appaloosa, Harbinger, Merrill, UBS or any Co-Investor, with respect to: (i) any improved or enhanced economic terms that you and either Appaloosa, Harbinger, Merrill, UBS and any Co-Investor may make (including subject to any conditions) in connection with the Transaction, (ii) any bidding strategy (including bidding reserves) in connection with the Transaction and (iii) any other related strategic matters with respect to the Transaction.

You acknowledge that Appaloosa, you and your respective Representatives may receive material non-public information in connection with your evaluation of any Transaction and you are aware that the United States securities laws impose restrictions on trading in securities when in possession of such information.

The Company understands that you would prefer not to be in possession of material non-public information at the time a Plan of Reorganization becomes effective. In this regard, the Company will use commercially reasonable efforts to avoid providing you with information that the Company expects is likely to be material non-public information as of the effective date of such a Plan of Reorganization (the “Information Deadline”) and you shall follow appropriate procedures to screen information the Company provides to you to avoid being in possession or having knowledge of material non-public information as of the Information Deadline. If, however, you believe that you are in possession of material non-public information as of the Information Deadline, you may request that the Company make appropriate public disclosure such that the information would no longer be non-public, and the Company will make such public disclosure if the Company reasonably determines that such public disclosure would be in the best interests of the Company and its constituents. Notwithstanding anything herein to the contrary, in the event (1) the Company agrees or has agreed to modify the Information Deadline (or comparable term or provision) set forth in the confidentiality agreement among the Company, Appaloosa and Harbinger, dated August 22, 2006, as may have been amended or superseded, to a date that is earlier than the date a Plan of Reorganization is declared effective (an “Earlier Information Deadline”), the Company shall notify Pardus, in writing, and the Information Deadline set forth in this letter agreement shall automatically be modified to be the date of the Earlier Information Deadline or (2) that certain Equity Purchase and Commitment Agreement dated as of January 18, 2007, as may be amended and supplemented from time to time (the “EPCA”) is terminated, the Information Deadline set forth herein shall automatically be modified to be the earlier of the (a) date a disclosure statement is approved by the Bankruptcy

Court or (b) the Information Deadline (or comparable term or provision) set forth in any confidentiality agreement among the Company and any potential investor including, but not limited to, any party to the EPCA.

If information subject to a claim of attorney-client privilege, work product doctrine or any other ground on which production of such information should not be made is nevertheless inadvertently produced by the Company to Appaloosa, you or your respective Representatives, such production shall in no way prejudice or otherwise constitute a waiver of, or estoppel as to, any claim of privilege, work product or other ground for withholding production to which the Company would otherwise be entitled. If a claim of inadvertent production is made pursuant to this paragraph with respect to information then in the custody of you or your respective Representatives, then you or your respective Representatives, as the case may be, shall, upon request, promptly return to the Company that material (including all copies thereof) as to which the claim of inadvertent production has been made, and you and your respective Representatives shall not further use such information for any purpose.

This letter agreement is solely for the benefit of the Company and its respective successors and assigns. The rights of the Company under this letter agreement may be assigned in whole or in part to any purchaser of the Company or any substantial part thereof, which purchaser shall be entitled to enforce this letter agreement to the same extent and in the same manner as the Company is entitled to enforce this letter agreement.

No failure or delay by the Company in the exercise of any right, power or privilege hereunder will operate as a waiver thereof. This letter agreement can only be modified or waived in writing.

Notices required or permitted by this letter agreement shall be given by certified mail, return receipt requested, overnight courier service or facsimile to the following notice addresses:

For the Company:

David M. Sherbin, Esq.

Vice President, General Counsel

and Chief Compliance Officer

Delphi Corporation

5725 Delphi Drive

Troy, Michigan 48098-2815

Telephone: (248) 813-2000

Facsimile: (248) 813-2670

with a copy to:

John Wm. Butler, Jr., Esq.

Skadden, Arps, Slate,

Meagher & Flom LLP

333 West Wacker Drive

Chicago, IL 60606-1285, Suite 2100

Telephone: (312) 407-0700

Facsimile: (312) 407-0411

For Investor:

c/o Pardus Capital Management L.P.

1101 Avenue of the Americas, Suite 1100

New York, NY 10018

Attn: Timothy Bass

Telephone: 212-403-2878

Facsimile: 212-790-9072

E-mail: Timothy.Bass@parduscapital.com

with a copy to:

Rachel C. Strickland, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Telephone: (212) 728-8000

Facsimile: (212) 728-8111

Any proceeding relating to this letter agreement shall be brought in the Bankruptcy Court during the pendency of the Chapter 11 Cases and thereafter in a federal or state court of New York. You and the Company hereby consent to personal jurisdiction in any such action and to service of process by mail, and waive any objection to venue in any such court. This letter shall be governed by the internal laws of the State of New York and shall inure to the benefit of and be binding upon the Company and you and our respective affiliates, successors and assigns, including any successor to the Company or you or substantially all of the Company’s or your assets or business.

Please acknowledge your acceptance of the terms and conditions stated herein by signing and returning this letter agreement to the Company.


DELPHI CORPORATION

/s/ John Sheehan
By:		John Sheehan
Its:		Vice President and Chief Restructuring Officer

ACCEPTED AND AGREED:

PARDUS SPECIAL OPPORTUNITIES MASTER FUND L.P. (f/k/a/ PARDUS

EUROPEAN SPECIAL OPPORTUNITIES MASTER FUND L.P.)


By:		Pardus Master GP Ltd., its General Partner

/s/ Hamid Zanganeh
By:		Hamid Zanganeh
Its:		COO

EXHIBIT A

Willkie Farr & Gallagher LLP

Perella Weinberg Partners LP

Lehman Brothers

Alix Partners

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