8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) December 15, 2006

Delphi Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-14787	38-3430473
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)
5725 Delphi Drive, Troy, MI		48098
(Address of Principal Executive Offices)		(Zip Code)

(248) 813-2000
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 18, 2006, Delphi entered into a Plan Framework Support Agreement (the “PSA”) with Cerberus Capital Management, L.P., Appaloosa Management L.P., Harbinger Capital Partners Master Fund I, Ltd., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, UBS Securities LLC and General Motors Corp. (“GM”), which outlines a framework plan of reorganization, including an outline of the financial recovery of the Company’s stakeholders and the treatment of certain claims asserted by GM, the resolution of certain pension funding issues and the corporate governance of reorganized Delphi. As previously disclosed on an amended Form 13D filed August  1, 2006 filed by Appaloosa Management L.P. and certain of its affiliates (“Appaloosa”), Appaloosa and Harbinger Capital Partners Master Fund I, Ltd are parties to a Confidential Information, Standstill and Nondisclosure Agreement with Delphi. In addition, as disclosed in its periodic filings with the Securities and Exchange Commission, including its 2005 Annual Report on Form 10K and its quarterly report on Form 10Q for the six-month period ended June 30, 2006, GM remains Delphi’s largest customer and has entered into a series of agreements with Delphi, including most recently the UAW Attrition Programs and the IUE-CWA Special Attrition Program. The PSA, as well as the economics and structure of the plan framework itself, is expressly conditioned on reaching consensual agreements with Delphi’s U.S. labor unions and GM. The PSA outlines certain plan terms, including proposed distributions to be made to creditors and shareholders, the treatment of GM’s claim, the resolution of certain pension funding issues, and the corporate governance of reorganized Delphi. In addition, the PSA describes plan terms related to the terms of the preferred stock to be issued under the plan, the establishment of a joint claims oversight committee, certain corporate governance provisions, and certain conditions precedent to plan effectiveness. The PSA has been filed as exhibit 99(a) to this Form 8-K and the following discussion is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

The plan terms described in the PSA are conditioned on the implementation of Delphi’s transformation plan, including a settlement of all issues between Delphi and GM and Delphi’s business plan projections reflecting that Delphi’s reorganized businesses will achieve certain annual “EBITDA targets” (earnings before interest, taxes, depreciation and amortization, with adjustments for certain reorganization and restructuring costs), as defined in the PSA, and the proposal of the Plan Investors in Delphi, as contemplated and described in the Equity Purchase and Commitment Agreement described below under Item 8.01 of this Form 8-K (the “EPCA”). The PSA is subject to Delphi and GM reaching a documented settlement agreement on the resolution of all issues between GM and Delphi on or before January 31, 2007. Under the terms of the PSA, the parties thereto have agreed to work together to attempt to complete the negotiation of the terms of Delphi’s reorganization plan, as well as to resolve other outstanding issues, and to formulate and facilitate confirmation and consummation of Delphi’s reorganization plan and the transactions contemplated thereby. In so agreeing, the parties to the PSA do not desire and do not intend in any way to derogate from or diminish the solicitation requirements of applicable securities and bankruptcy law or the fiduciary duties of Delphi or any such other party to the PSA having such duties.

The parties to the PSA acknowledge that Delphi and GM presently intend to pursue agreements, to be documented in Delphi’s reorganization plan, the order confirming the reorganization plan and/or the documents related to Delphi’s settlement with GM, as applicable, concerning, among other matters: (a) triggering of the GM guarantees with respect to certain benefit obligations that Delphi has to certain of its unionized workers; (b) assumption by GM of certain postretirement health and life insurance obligations for certain Delphi hourly employees; (c) funding of Delphi’s underfunded pension obligations, including by the transfer to GM, pursuant to a transaction governed by Section 414(l) of the Internal Revenue Code of 1986, as amended, of certain of Delphi’s pension obligations in exchange for a note to be paid in full in cash within ten (10) days of the effective date of the Plan; (d) provision of flowback opportunities at certain GM facilities for certain Delphi employees; (e) GM’s payment of certain retirement incentives and buyout costs under current or certain future attrition programs for Delphi employees; (f) GM’s payment of mutually negotiated buy-downs; (g) GM’s payment of certain labor costs for Delphi employees; (h) a revenue plan governing certain other aspects of the commercial relationship between Delphi and GM; (i) the wind-down of certain Delphi facilities and the sales of certain Delphi business lines and sites; (j)  Delphi’s support for GM’s efforts to resource products purchased by GM; (k) licensing of Delphi’s intellectual property to GM or for its benefit; (l) treatment of the environmental matters agreement between Delphi and GM; (m) treatment of normal course items, such as warranty, recall and product liability obligations; and (n) treatment of all other executory contracts between Delphi and GM. The parties to the PSA agreed to negotiate in good faith all of the documents and transactions described above, however, the parties to the PSA acknowledged that no party has any obligation to enter into any such documents or consummate any such transactions.

The plan framework described in the PSA, which is predicated in part upon Delphi’s business plan and resolution of the GM issues, outlines the potential recoveries to Delphi’s stakeholders:

• All senior secured debt would be refinanced and paid in full and all allowed administrative and priority claims would be paid in full.

• Trade and other unsecured claims and unsecured funded debt claims would be satisfied in full with $810 million of common stock (18 million out of a total of 135.3 million shares) in the reorganized Delphi, at a deemed value of $45 per share, and the balance in cash. The framework requires that the amount of allowed trade and unsecured claims (other than funded debt claims) not exceed $1.7 billion.

• In exchange for GM’s financial contribution to Delphi’s transformation plan, and in satisfaction of GM's claims against Delphi, GM would receive 7 million out of a total of 135.3 million shares of common stock in the reorganized Delphi, $2.63 billion, and an unconditional release of any alleged estate claims against GM. In addition, as with other customers, certain GM claims would flow-through the chapter 11 cases and be satisfied by the reorganized company in the ordinary course of business.

• All subordinated debt claims would be allowed and satisfied with $450 million of common stock (10 million out of a total of 135.3 million shares) in the reorganized Delphi, at a deemed value of $45 per share and the balance in cash.

• Holders of existing equity securities in Delphi would receive $135 million of common stock (3 million out of a total of 135.3 million shares) in the reorganized Delphi, at a deemed value of $45 per share, and rights to purchase 56.7 million shares of common stock in the reorganized Delphi for $1.984 billion at a deemed exercise price of $35 per share (subject to the rights offering becoming effective and other conditions).

• The PSA also reaffirms Delphi’s earlier commitment to the preservation of its salaried and hourly defined benefit pension plans and will include an arrangement to fund approximately $3.5 billion of pension obligations. As much as $2 billion of this amount may be satisfied through GM taking an assignment of Delphi’s net pension obligations under applicable federal law. GM will receive a note in the amount of such assignment on market terms that will be paid in full within ten days following the effective date of the reorganization plan. Through this funding, Delphi will make up required contributions to the pension plans that were not made in full during the chapter 11 cases.

The PSA will be terminated if the EPCA is not executed or if it is executed but later terminated. In addition, after April 1, 2007, any party to the PSA can terminate the PSA for any reason or no reason by delivering a notice of termination to the other parties to the PSA. Nevertheless, Delphi believes that the agreements that are the basis for the PSA provide Delphi with a platform to complete the transactions contemplated by therein and promptly conclude these chapter 11 cases.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On December 18, 2006, Delphi Corporation (“Delphi” or the “Company”) announced that at a Board of Directors meeting held Friday, December 15, the Board elected Rodney O’Neal (54) Chief Executive Officer and President, effective January 1, 2007. Steve Miller (65), Delphi’s current Chief Executive Officer was elected Executive Chairman, also effective January 1, 2007.

In conjunction with these management changes, the previously filed employment agreements of Mr. Miller and Mr. O’Neal will be amended, effective January 1, 2007 to reflect their revised titles and responsibilities and commensurately adjust their compensation. Mr. Miller’s annual base salary will be adjusted from $1,500,000 to $1,000,000; however he will continue to voluntarily waive receipt of his annual base compensation and his participation in Delphi Corporation’s incentive based employee compensation programs; thereby continuing to receive $1.00 per annum until such time as the Corporation emerges from Chapter 11 reorganization proceedings, consistent with its previously announced timeline of on or before July 1, 2006.

Mr. O’Neal’s annual base salary will be increased from $1,150,000 to $1,500,000; however he will continue to voluntarily waive receipt of 20% of his annual base salary. In addition, the Compensation Committee of the Board of Directors approved revised target performance awards for Mr. O’Neal under the Company’s incentive based employee compensation programs as follows:

• an annual incentive plan (AIP) target of $1,875,000 for 2007; and

• a post-emergence equity target, as previously set forth in the Key Executive Compensation Plan, for the Chief Executive Officer.

The continuation of the annual incentive plan portion of the KECP through 2007 and the payment of any awards post-emergence are subject to the approval of the U.S. Bankruptcy Court. A motion regarding these portions of the KECP is expected to be heard sometime next year.

With the election of Mr. O’Neal as the successor to Mr. Miller, the special retention agreement dated July 21, 2005, which would have provided Mr. O’Neal a lump sum payment of $1,000,000 in the event Mr. O’Neal was not so selected, was terminated.

ITEM 7.01 REGULATION FD DISCLOSURE

Delphi Corporation (“Delphi”) announced today in a press release that it is seeking court approval to enter into a replacement financing facility. Delphi Corporation will meet today with investors and discuss its plan to refinance approximately $4.5 billion in total financing, including both its $2 billion debtor-in-possession (“DIP”) and approximately $2.5 billion pre-petition secured revolver and term loan facilities. For more information regarding the DIP Credit Facility as amended, and the related approvals granted by the United States (“U.S.”) Bankruptcy Court for the Southern District of New York under chapter 11 of the U.S. Bankruptcy Code, see Delphi’s previous Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on November 22, 2005, February 8, 2006, April 18, 2006, June 20, 2006, August 11, 2006 and November 14, 2006. For more information regarding Delphi’s pre-petition secured revolver and term loan facilities, see Delphi’s 2005 Annual Report on Form 10-K and its quarterly report on Form 10-Q for the six-month period ended June 30, 2006. Later today Delphi will provide supplemental financial information containing an unaudited borrowing base calculation for debtor entities as of October 31, 2006 and EBITDA information covering the periods from June 30, 2005 through June 30, 2006. The borrowing base calculation presented should not be considered in isolation or as a substitute for items on Delphi’s consolidated balance sheet presented in accordance with U.S. GAAP. The EBITDA information should not be considered as an alternative to operating income or as an indicator of Delphi’s operating performance. All the information should be viewed in conjunction with our financial statements, and footnotes including accounting policies contained in our 2005 Annual Report on Form 10-K and subsequent periodic reports as filed with the United States Securities and Exchange Commission. An exhibit containing the borrowing base calculation, EBITDA information, and a reconciliation to the nearest comparable U.S. GAAP measurements, where applicable, that will be provided to investors is attached as exhibit 99(b) hereto.

ITEM 8.01 OTHER EVENTS

On December 18, 2006, affiliates of Cerberus Capital Management, L.P., Appaloosa Management L.P., Harbinger Capital Partners Master Fund I, Ltd. (the “Investor Affiliates”), as well as Merrill Lynch, Pierce, Fenner & Smith, Incorporated (“Merrill”) and UBS Securities LLC (together with the Investor Affiliates and Merrill, the “Plan Investors”) submitted a proposal letter to Delphi to make an equity investment in Delphi on the terms and subject to the conditions contained in the form of EPCA attached to its proposal. Upon the entry by the Bankruptcy Court of an initial approval order and subject to the other conditions described in the proposal letter, the Plan Investors agreed to enter into the EPCA and each of the Investor Affiliates committed to deliver an equity commitment letter in the form attached to the proposal letter.

On December 18, 2006, Delphi announced that it had filed several motions with the U.S. Bankruptcy Court of the Southern District of New York seeking approval of:

• the EPCA with the Plan Investors, pursuant to which the Plan Investors would invest up to $3.4 billion in reorganized Delphi;

• the PSA entered into on December 18, 2006, described above under Item 1.01 of this Form 8-K and attached as Exhibit 99(a) to this Form 8-K.; and

• the authority to refinance approximately $4.5 billion in total financing, as discussed under Item 7.01 of this Form 8-K.

Delphi also provided an update on the status of its discussions with its labor unions and GM, noting that although there has been recent progress, the parties have not yet reached comprehensive agreements. A copy of the press release, together with a summary of terms of the amended DIP facility and the proposal of the Plan Investors, including the form of EPCA, are filed as exhibits to this Form 8-K, in addition to the PSA. The discussion above is qualified in its entirety by reference to these exhibits. In particular, as more fully outlined in the attached exhibits, which are incorporated by reference, the effectiveness and consummation of the transactions contemplated by the EPCA and the PSA are subject to a number of conditions precedent, including, among others, Bankruptcy Court approval, completion of due diligence to the satisfaction of the Plan Investors in their sole discretion, and Delphi’s achievement of a consensual agreements with its U.S. labor unions and GM

that are acceptable to the Plan Investors in their sole discretion. Delphi has requested a hearing before the U.S. Bankruptcy Court on January 5, 2007 with respect to the revised DIP facility, the EPCA and PSA.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the exhibit being filed as part of this report, as well as other statements made by Delphi may contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the Company to continue as a going concern; the ability of the Company to operate pursuant to the terms of the debtor-in-possession facility; the Company’s ability to obtain Court approval with respect to motions in the chapter 11 cases prosecuted by it from time to time; the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the chapter 11 cases; the Company’s ability to satisfy the terms and conditions of the Equity Purchase and Commitment Agreement with its Plan Investors and the PSA; the Company’s ability to satisfy the terms and conditions of the Plan Framework Support Agreement with GM and its Plan Investors (including the Company’s ability to achieve consensual agreements with GM and its U.S. labor unions on a timely basis that are acceptable to the Plan Investors in their sole discretion); risks associated with third parties seeking and obtaining Court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a chapter 11 trustee or to convert the cases to chapter 7 cases; the ability of the Company to obtain and maintain normal terms with vendors and service providers; the Company’s ability to maintain contracts that are critical to its operations; the potential adverse impact of the chapter 11 cases on the Company’s liquidity or results of operations; the ability of the Company to fund and execute its business plan (including the transformation plan described in Item 1. Business “Potential Divestitures, Consolidations and Wind-Downs” of the Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC) and to do so in a timely manner; the ability of the Company to attract, motivate and/or retain key executives and associates; the ability of the Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees and the ability of the Company to attract and retain customers. Additional factors that could affect future results are identified in the Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC including the risk factors in Part I. Item 1A. Risk Factors, contained therein. Delphi disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise.

Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Company’s various prepetition liabilities, common stock and/or other equity securities. Additionally, no assurance can be given as to what values, if any, will be ascribed in the bankruptcy cases to each of these constituencies. A plan of reorganization could result in holders of Delphi’s common stock receiving no distribution on account of their interest and cancellation of their interests. As described in the Company’s public statements in response to the request submitted to the U.S. Trustee for the appointment of a statutory equity committee, holders of Delphi’s common stock and other equity interests (such as options) should assume that they will not receive value as part of a plan of reorganization. In addition, under certain conditions specified in the Bankruptcy Code, a plan of reorganization may be confirmed notwithstanding its rejection by an impaired class of creditors or equity holders and notwithstanding the fact that equity holders do not receive or retain property on account of their equity interests under the plan. In light of the foregoing and as stated in its October 8, 2005 press release announcing the filing of its chapter 11 reorganization cases, the Company considers the value of the common stock to be highly speculative and cautions equity holders that the stock may ultimately be determined to have no value. Accordingly, the Company urges that appropriate caution be exercised with respect to existing and future investments in Delphi’s common stock or other equity interests or any claims relating to prepetition liabilities.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits. The following exhibits are being furnished as part of this report.

Exhibit
Number	Description
99(a)	Plan Framework Support Agreement, dated December 18, 2006
99(b)	Supplemental Financial Information
99(c)	Delphi Press Release dated December 18, 2006
99(d)	Summary of Terms for $4.5 billion debtor-in possession credit facility
99(e)	Proposal of Plan Investors, including form of Equity Purchase and Commitment Agreement, dated December 18, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DELPHI CORPORATION
	(Registrant)
Date: December 18, 2006
	By:	/s/ JOHN D. SHEEHAN
	John D. Sheehan
	Vice President and Chief
	Restructuring Officer

EXHIBIT INDEX

Exhibit
Number	Description
99(a)	Plan Framework Support Agreement, dated December 18, 2006
99(b)	Supplemental Financial Information
99(c)	Delphi Press Release dated December 18, 2006
99(d)	Summary of Terms for $4.5 billion debtor-in possession credit facility
99(e)	Proposal of Plan Investors, including form of Equity Purchase and Commitment Agreement, dated December 18, 2006.

EX-99.A

                                                                   EXHIBIT 99(a)

                                                                       EXHIBIT B

        THIS AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR
        A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN. SUCH OFFER OR
              SOLICITATION ONLY WILL BE MADE IN COMPLIANCE WITH ALL
         APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY
                                      CODE.

                        PLAN FRAMEWORK SUPPORT AGREEMENT

                                  by and among

                               DELPHI CORPORATION,

                           GENERAL MOTORS CORPORATION,

                           APPALOOSA MANAGEMENT L.P.,

                       CERBERUS CAPITAL MANAGEMENT, L.P.,

                 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.,

               MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED

                                       and

                               UBS SECURITIES LLC

                          Dated as of December 18, 2006



                        PLAN FRAMEWORK SUPPORT AGREEMENT

          This Plan Framework Support Agreement (the "AGREEMENT"), is entered
into as of December 18, 2006, by and among Delphi Corporation ("Delphi"), on
behalf of itself and its subsidiaries and affiliates operating as debtors and
debtors-in-possession (together with Delphi, the "Debtors") in the Chapter 11
Cases (as defined below), General Motors Corporation ("GM"), Appaloosa
Management L.P., ("Appaloosa"), Cerberus Capital Management, L.P., ("Cerberus"),
Harbinger Capital Partners Master Fund I, Ltd., ("Harbinger"), Merrill Lynch,
Pierce, Fenner & Smith, Incorporated ("MERRILL") and UBS Securities LLC ("UBS").
Each of the Debtors, GM, Appaloosa, Cerberus, Harbinger, Merril and UBS is
referred to herein individually as a "Party," and collectively, as the
"Parties". As used herein, the phrases "this Agreement", "hereto", "hereunder"
and phrases of like import shall mean this Agreement.

                                    RECITALS

     A. On October 8 and October 14, 2005, the Debtors commenced jointly
administered chapter 11 cases (collectively, the "Chapter 11 Cases") in the
United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") for the purpose of restructuring their businesses and
related financial obligations pursuant to an overall transformation strategy
(the "Transformation Plan") that would incorporate the following structural
components:

     (i)  Modification of the Debtors' labor agreements;

     (ii) Resolution of all issues and disputes between the Debtors and GM
          regarding (i) certain legacy obligations, including allocating
          responsibility for various pension and other post-employment benefit
          obligations; (ii) all alleged claims and causes of action arising from
          the spin-off of Delphi from GM; (iii) costs associated with the
          transformation of the Debtors' business (including the establishment
          of support to be provided by GM in connection with certain of those
          businesses that the Debtors intend to shut-down or otherwise dispose
          of); (iv) the restructuring of ongoing contractual relationships with
          respect to continuing operations; and (v) the amount and treatment of
          GM's claims in the Chapter 11 Cases (together, the "Designated
          Issues");

     (iii) Development of a strategically focused product portfolio and
          realignment of production capacity to support it;

     (iv) Transformation of the Debtors' work force in keeping with a
          sustainable cost structure and streamlined product portfolio;

     (v)  Resolution of the Debtors' pension issues; and

     (vi) Restructuring of the Debtors' balance sheet to accommodate the
          transformed business.



                                                                  EXECUTION COPY

     B. In the summer of 2006, Appaloosa and Harbinger, as significant
stakeholders of the Debtors, negotiated and entered into non-disclosure
agreements with the Debtors pursuant to which they obtained certain information
from and about the Debtors and their businesses and engaged in discussions
regarding various potential reorganization structures and related matters,
including the potential requirement for a substantial equity investment in
Delphi to facilitate the Debtors' restructuring.

     C. Separately, the Debtors conducted negotiations with other potential
investors, including Cerberus.

     D. At the Debtors' request, Appaloosa, Harbinger and Cerberus engaged in
discussions regarding their respective views of the Transformation Plan, the
terms of a potential investment in Delphi and the general terms of various
potential restructuring strategies for the Debtors.

     E. As a consequence of the foregoing discussions, this Agreement sets forth
in Article VI hereof certain material terms of a chapter 11 plan for the Debtors
(the "Plan") that is conditioned on (i) the implementation of the Transformation
Plan, including a settlement of the Designated Issues, and (ii) a proposed
equity investment by certain affiliates of Appaloosa, Cerberus, Harbinger, UBS
and Merrill (collectively, the "Plan Investors") in Delphi (the "Investment").

     F. The Plan Investors have committed to Delphi to make the Investment on
the terms and on the conditions set forth in the Equity Purchase and Commitment
Agreement, the form of which is annexed as Exhibit A hereto (the "Investment
Agreement"), which sets forth the obligations of the Plan Investors to (i)
purchase any unsubscribed shares issued under a rights offering (the "Rights
Offering") of new common stock, and additional shares of common stock, of Delphi
to be issued pursuant to the Plan, and (ii) purchase newly issued shares of
preferred stock of Delphi.

     G. Subject to the terms of this Agreement, the Parties have agreed to work
together to attempt to complete the negotiation of the terms of the Plan, as
well as to resolve other outstanding issues, and to formulate and facilitate
confirmation and consummation of the Plan and the transactions contemplated
hereby; provided, however, that Delphi will be the sole proponent of the Plan.

     H. In so agreeing, the Parties do not desire and do not intend in any way
to derogate from or diminish the solicitation requirements of applicable
securities and bankruptcy law, or the fiduciary duties of the Debtors or any
such other Party having such duties.

     I. Settlement of the Designated Issues is contingent upon Delphi and GM
reaching agreement on all documents pertinent in any way to GM's participation
in the Plan and/or all transactions contemplated thereby, including, without
limitation, definitive documentation evidencing all aspects of the commercial,
business and labor-related agreements between Delphi and GM and any other
Designated Issues (collectively, the "Delphi/GM Definitive Documents").


                                        2



                                   AGREEMENT

                                   ARTICLE I

                           OBLIGATIONS OF THE DEBTORS

     The Debtors presently believe that, subject to the exercise (after
consultation with outside legal counsel) by each Debtor of its fiduciary duties
as a debtor and debtor-in-possession in the Chapter 11 Cases, prompt
consummation of the Plan will facilitate the Debtors' businesses and financial
restructuring and is in the best interests of their creditors, shareholders, and
other parties-in-interest. Accordingly, the Debtors hereby agree, subject to the
exercise (after consultation with outside legal counsel) by each Debtor of its
fiduciary duties as a debtor and debtor-in-possession in the Chapter 11 Cases,
to use commercially reasonable efforts to obtain confirmation and consummation
of the Plan; provided, however, that any failure by the Debtors to take any such
actions shall not create any claim (administrative or otherwise) or cause of
action against the Debtors or any of their affiliates. Subject to the foregoing
and to Delphi and GM reaching agreement on the Delphi/GM Definitive Documents on
or before January 31, 2007 or such later date as the Debtors shall agree, for so
long as this Agreement remains in effect, the Debtors agree to:

     1.1 Subject to the terms of applicable non-disclosure agreements, provide
the Plan Investors and their counsel, accountants, financial advisors and other
representatives with access to information and personnel so that the Plan
Investors can complete their due diligence review of Delphi and its subsidiaries
within the timeframe contemplated by the Investment Agreement;

     1.2 Subject to the terms of applicable non-disclosure agreements, promptly
provide the Plan Investors with information regarding the results of operations
and other activities and negotiations related to the Transformation Plan,
settlement of the Designated Issues and the Plan;

     1.3 Prepare and file with the Bankruptcy Court no later than December 18,
2006, a motion (the "Initial Motion") seeking an order from the Bankruptcy Court
(i) approving and authorizing the Debtors to enter into the Investment
Agreement; (ii) authorizing payment of Transaction Expenses, the Commitment Fees
and the Alternate Transaction Fee (as such terms are defined in the Investment
Agreement) on the terms and conditions set forth in the Investment Agreement,
(iii) approving and authorizing the Debtors to enter into this Agreement and
(iv) determining that the Parties' entry into, and performance of, their
obligations under this Agreement does not violate any law, including the
Bankruptcy Code, and does not give rise to any claim or remedy against the
Parties including, without limitation, designating the vote of GM or any Plan
Investor on the Plan under section 1125(e) of the Bankruptcy Code;

     1.4 Use commercially reasonable efforts to have the Bankruptcy Court enter
an order (the "Initial Approval Order") granting the relief requested in the
Initial Motion, on or before January 5, 2007;

     1.5 Use commercially reasonable efforts to prepare and distribute to each
Party no later than January 31, 2007 drafts of (i) the Plan, (ii) a disclosure
statement with respect to the Plan (the


                                        3



"Disclosure Statement"), and (iii) a registration statement to be filed with the
Securities and Exchange Commission (the "Registration Statement") relating to
the Rights Offering;

     1.6 Use commercially reasonable efforts to obtain entry by the Bankruptcy
Court of an order approving the Disclosure Statement (the "Disclosure Statement
Order") on or before April 5, 2007;

     1.7 Subject to (and conditioned upon) entry of the Disclosure Statement
Order, use commercially reasonable efforts to solicit the requisite votes in
favor of the Plan, obtain confirmation by the Bankruptcy Court of the Plan,
obtain the debt financings contemplated by the Plan and cause the effective date
of the Plan to occur on or before the later of (a) July 31, 2007 or (b) the
first business day that is 180 days following the date on which the diligence
out in the Investment Agreement is no longer able to be exercised as a result of
waiver or the passage of time;

     1.8 Use commercially reasonable efforts to cause the Registration Statement
to become effective during the period approved for the commencement of
solicitation of votes on the Plan; and

     1.9 Engage in good faith negotiations with the other Parties regarding the
Plan, Disclosure Statement and other definitive documents that are materially
consistent with this Agreement and that resolve all unresolved items reflected
herein and/or are necessary to the implementation of the transactions
contemplated by this Agreement (collectively, the "Definitive Documents").

                                   ARTICLE II

                SUPPORT OBLIGATIONS OF THE PLAN INVESTORS AND GM

     Unless and until this Agreement has been terminated in accordance with its
terms, and subject to GM's and the Plan Investors' obligations in this Article
II (other than clauses (i) through (iii) of Section 2.4 hereof) being subject to
Delphi and GM reaching agreement on the Delphi/GM Definitive Documents (it being
understood that no Party has any obligation to agree to or enter into any such
documents), and provided that any failure by any Plan Investor or GM to take or
refrain from taking, as the case may be, any actions described below in this
Article II shall not create any claim or cause of action against them or any of
their affiliates, each of the Plan Investors and GM agree (and shall cause its
respective subsidiaries and controlled affiliates to agree) that it will:

     2.1 Support entry of the Disclosure Statement Order;

     2.2 Not commence any proceeding or prosecute, join in, or otherwise support
any action to oppose or object to entry of the Disclosure Statement Order;

     2.3 Not, nor will it encourage any other person or entity to, object to,
delay, impede, appeal, or take any other action, directly or indirectly, to
interfere with, entry of the Disclosure Statement Order;


                                        4



     2.4 Until April 1, 2007, or such later date as may be mutually agreed by GM
and the Plan Investors (such agreement not to be unreasonably withheld), not,
directly or indirectly (i) initiate, solicit, knowingly cooperate with, or
knowingly encourage any inquiries or the making of any proposal or offer that
constitutes, or can reasonably be expected to lead to, any Alternate Transaction
(as defined in the Investment Agreement), (ii) engage in, continue, or otherwise
participate in any negotiations regarding any Alternate Transaction, (iii) enter
into any letter of intent, memorandum of understanding, agreement in principle,
or other agreement relating to any Alternate Transaction or (iv) withhold,
withdraw, qualify, or modify (or resolve to do so) in a manner adverse to the
Plan Investors or the Debtors its approval or recommendation of this Agreement,
the Plan or the transactions contemplated thereby; and that it will cause its
subsidiaries and controlled affiliates not to undertake, directly or indirectly,
any of the actions described in the immediately preceding clauses (i) through
(iv); and that it will use its commercially reasonable efforts to cause its
respective directors, officers, employees, investment bankers, attorneys,
accountants, and other advisors or representatives not to undertake, directly or
indirectly, any of such actions; provided, however, that nothing in this Section
2.4 shall preclude GM or any of the Plan Investors or any of their respective
subsidiaries or controlled affiliates, or any of their respective directors,
officers, employees, investment bankers, attorneys, accountants, and other
advisors or representatives from initiating, soliciting, knowingly cooperating
with, knowingly encouraging, discussing, negotiating, entering into,
consummating or otherwise participating in any transactions relating to (x) the
sale and/or wind-down of any of the Debtors' non-core sites and/or business
lines as publicly announced by the Debtors on March 31, 2006 and as modified by
the Debtors, in writing provided to GM, from time to time, (y) resourcing
products purchased by GM and/or (z) discussions engaged in by the Debtors in the
performance of their fiduciary duties; provided further however, that if this
provision is extended beyond April 1, 2007 as provided above, from and after
April 1, 2007, with Delphi's prior consent, any Plan Investor or GM, as
applicable, may be released from any and all of the foregoing prohibitions of
this Section 2.4.

     2.5 Support confirmation of the Plan and entry by the Bankruptcy Court of
the order confirming the Plan (the "Confirmation Order"); provided, however,
that, for the avoidance of doubt, nothing in this Section 2.5 is an agreement by
any of the Plan Investors or GM to vote to accept or reject the Plan;

     2.6 Not commence any proceeding or prosecute, join in, or otherwise support
any action to oppose or object to the Plan; and

     2.7 Not, nor will it encourage any other person or entity to, delay, object
to, impede, appeal, or take any other action, directly or indirectly, to
interfere with the acceptance, confirmation or occurrence of the effective date
of the Plan.

Notwithstanding any other term or provision of this Agreement, nothing herein
shall prevent any Party from taking any action in court as it determines is
necessary or appropriate to protect its interests, including, without
limitation, objecting (in writing or orally) to any document, such as the Plan
or Disclosure Statement, filed in the Chapter 11 Cases by any party in interest.


                                        5



                                  ARTICLE III

                               TERMINATION EVENTS

     3.1 The occurrence of any of the following shall be a "Termination Event":

          a. Termination of the Investment Agreement, whether pursuant to its
terms or otherwise;

          b. Delivery of notice of the termination of this Agreement by any
Party to the other Parties for any reason or no reason as determined by the
Party delivering such notice in its sole discretion; provided however, that such
notice may not be given until April 1, 2007.

     3.2 All obligations hereunder of all Parties shall terminate and shall be
of no further force and effect:

          a. Immediately and automatically upon the occurrence of the
Termination Event described in Section 3.1(a) hereof;

          b. Two (2) business days after receipt by the other non-terminating
Parties of the notice described in Section 3.1(b) hereof; provided however, that
delivery of such written notice by any Plan Investor other than Cerberus or
Appaloosa shall terminate only the obligations of such Plan Investor hereunder;
and

          c. Automatically, and without written notice, immediately prior to
the issuance of the common stock and preferred stock contemplated by the Plan
and the Investment Agreement.

                                   ARTICLE IV

                       GOVERNING LAW; JURISDICTION; VENUE

     This Agreement will be governed and construed in accordance with the
internal laws of the State of New York without regard to any conflict of law
provision that could require the application of the law of any other
jurisdiction. By its execution and delivery of this Agreement, each Party hereby
irrevocably and unconditionally agrees for itself that the Bankruptcy Court will
retain exclusive jurisdiction over all matters related to the construction,
interpretation or enforcement of this Agreement. Each Party further agrees to
waive any objection based on forum non conveniens.

                                   ARTICLE V

                              ADDITIONAL AGREEMENTS

     The Parties acknowledge that Delphi and GM presently intend to pursue
agreements, to be documented in the Plan, the Confirmation Order and/or the
Delphi/GM Definitive Documents, as applicable, concerning, among other matters:
(a) triggering of the GM benefit guarantees; (b) assumption by GM of certain
postretirement health and life insurance


                                        6



obligations for certain Delphi hourly employees; (c) funding of Delphi's
underfunded pension obligations, including by the 414(l) Assumption (defined
below); (d) provision of flowback opportunities at certain GM facilities for
certain Delphi employees; (e) GM's payment of certain retirement incentives and
buyout costs under current or certain future attrition programs for Delphi
employees; (f) GM's payment of mutually negotiated buy-downs; (g) GM's payment
of certain labor costs for Delphi employees; (h) a revenue plan governing
certain other aspects of the commercial relationship between Delphi and GM; (i)
the wind-down of certain Delphi facilities and the sales of certain Delphi
business lines and sites; (j) the Debtors' support for GM's efforts to resource
products purchased by GM; (k) licensing of the Debtors' intellectual property to
GM or for its benefit; (l) treatment of the Environmental Matters Agreement
between Delphi and GM; (m) treatment of normal course items, such as warranty,
recall and product liability obligations; and (n) treatment of all other
executory contracts between the Debtors and GM. The Parties agree to negotiate
in good faith all of the documents and transactions described in this Article
(it being understood that (i) no Party has any obligation to enter into any such
documents or consummate any such transactions and (ii) the delivery by any Party
of a termination notice pursuant to Section 3.1(b) hereof shall not constitute a
breach of this Article V).

                                   ARTICLE VI

                                 PLAN FRAMEWORK

     The Plan shall contain all of the following terms:

     6.1 A condition precedent to the effectiveness of the Plan (subject to the
waiver provisions to be negotiated in connection with the Plan) shall be that
the aggregate amount of all trade claims and other unsecured claims (including
any accrued interest) (excluding (i) unsecured funded debt claims, (ii)
Flow-Through Claims (defined below), (ii) GM claims, which shall be treated as
set forth below, (iii) subordinated debt claims, which shall be treated as set
forth below, and (iv) securities claims, which shall be treated as set forth
below) (collectively, the "Trade and Other Unsecured Claims") that have been
asserted or scheduled but not yet disallowed as of the effective date of the
Plan shall be allowed or estimated for distribution purposes by the Bankruptcy
Court to be no more than $1.7 billion.

     6.2 All senior secured debt shall be refinanced and paid in full and all
allowed administrative and priority claims shall be paid in full.

     6.3 Trade and Other Unsecured Claims and unsecured funded debt claims shall
be placed in a single class. All such claims that are allowed (including all
allowed accrued interest) shall be satisfied in full with (a) $810 million of
common stock (18,000,000 out of a total of 135,285,714 shares,(2) at a deemed
value of $45.00 per share for Plan distribution purposes) in reorganized Delphi
and (b) the balance in cash; provided, however, that the common stock and cash
to be distributed pursuant to the immediately preceding clause shall be reduced

- ----------
(1)  References in this Article VI to the total number of shares of common stock
     gives effect to the conversion of the preferred stock issued pursuant to
     the Investment Agreement to common stock.


                                        7



proportionately by the amount that allowed Trade and Other Unsecured Claims are
less than $1.7 billion.

     6.4 (i) Customer and environmental obligations, (ii) employee-related
(excluding collective bargaining-related obligations) and other obligations (as
to be agreed by the Debtors and the Plan Investors) and (iii) litigation
exposures and other liabilities that are covered by insurance (as to be agreed
by the Debtors and the Plan Investors and scheduled in the Plan) ((i), (ii) and
(iii) together, the "Flow-Through Claims") will be unimpaired and will be
satisfied in the ordinary course of business (subject to the preservation and
flow-through of all estate rights, claims and defenses with respect thereto
which shall be fully reserved).

     6.5 GM will receive an allowed general unsecured claim for all claims and
rights of GM and its affiliates (excluding in respect of the 414(l) Assumption,
all Flow Through Claims and all other claims and amounts to be treated in the
normal course or arising or paid pursuant to the Delphi/GM Definitive Documents)
that will be satisfied with (a) 7,000,000 out of a total of 135,285,714 shares
of common stock in reorganized Delphi and (b) $2.63 billion in cash.

     6.6 All subordinated debt claims (including all accrued interest) will be
allowed and will be satisfied with (a) $450 million of common stock (10,000,000
out of a total of 135,285,714 shares, at a deemed value of $45.00 per share for
Plan distribution purposes) in reorganized Delphi and (b) the balance in cash.

     6.7 Allowed securities claims will be satisfied solely from available
insurance or as otherwise agreed by the Plan Investors.

     6.8 Holders of existing equity securities in Delphi shall receive, in the
aggregate, (a) $135 million of common stock (3,000,000 out of a total of
135,285,714 shares, at a deemed value of $45.00 per share for Plan distribution
purposes) in reorganized Delphi and (b) rights to purchase 63,000,000 out of a
total of 135,285,714 shares of common stock (to be reduced by the guaranteed
minimum of 10% of the rights for the Plan Investors) in reorganized Delphi for
$2.205 billion (exercise price: $35/share).

     6.9 The preferred stock to be issued pursuant to the Plan in connection
with the Investment Agreement shall be subject to the terms listed on the term
sheet attached to the Investment Agreement ("Summary of Terms of Preferred
Stock"), which are incorporated by reference herein.

     6.10 Delphi will arrange for payment on the effective date of the Plan of
$3.5 billion to fund its pension obligations. Such payment will include GM
taking $2.0 billion of net pension obligations pursuant to a 414(l) transaction
(the "414(l) Assumption"), which amount shall be reduced to no less than $1.5
billion if (a) Delphi and the Plan Investors determine that any greater amount
will have an adverse impact on the Debtors or (b) the Plan Investors determine
that any greater amount will have an adverse impact on the Plan Investors'
proposed investment in the Debtors. GM will receive a note from Delphi in the
amount of the 414(l) Assumption transferred in the 414(l) transaction, subject
to agreed market terms to be specified in the Delphi/GM Definitive Documents;
provided, however, that such note will be due, payable and paid in full at par
plus accrued interest in cash within ten (10) days following the effective date
of the Plan.


                                        8



     6.11 A joint claims oversight committee shall be established on the
effective date of the Plan or as soon thereafter as practicable to monitor
claims administration, provide guidance to the Debtors, and address the
Bankruptcy Court if such post-effective date joint claims oversight committee
disagrees with the Debtors' determinations requiring claims resolution. The
composition of the joint claims oversight committee shall be satisfactory to the
Plan Investors in their sole and absolute discretion, but in any case, shall
include at least one representative appointed by the Plan Investors.

     6.12 Reorganized Delphi will be subject to the following corporate
governance provisions:

          a. A five-member selection committee (the "Selection Committee") will
select a new executive chair of reorganized Delphi. The Selection Committee will
consist of the following members: (i) John D. Opie, currently a member of
Delphi's board of directors and its lead independent director; (ii) one (1)
representative appointed by the statutory committee of unsecured creditors
appointed in the Chapter 11 Cases; (iii) one (1) representative appointed by the
statutory committee of equity security holders appointed in the Chapter 11
Cases; and (iv) two (2) representatives appointed by the Plan Investors. The new
executive chair will be chosen by a super majority of four (4) of the five (5)
members of the Selection Committee, which must include both representatives
appointed by the Plan Investors.

          b. The board of directors of reorganized Delphi will consist of twelve
(12) members: (i) the new executive chair; (ii) Rodney O'Neal, who will be
appointed chief executive officer and president of reorganized Delphi not later
than the effective date of the Plan; (iii) four (4) members (who may include one
(1) existing independent director) chosen by a unanimous vote of the Selection
Committee, provided, however, that the representatives of the Selection
Committee appointed by the Plan Investors will not be entitled to vote on these
four (4) directors (the "Common Directors"); (iv) three (3) members chosen by
Appaloosa; and (v) three (3) members chosen by Cerberus. All twelve (12) new
directors will be publicly identified not later than the day that is ten (10)
days prior to the date scheduled for the hearing of the Bankruptcy Court to
confirm the Plan. The board of directors of reorganized Delphi will satisfy all
applicable exchange/NASDAQ independence requirements.

          c. Ongoing management compensation, including the SERP, stock options,
restricted stock, severance, change in control provisions and all other benefits
will be on market terms (as determined by the Board of Directors, based on the
advice of Watson-Wyatt, and such management compensation plan design shall be
described in the Disclosure Statement and included in the Plan) and reasonably
acceptable to the Plan Investors; claims of former management and
terminated/resigning management will be resolved on terms acceptable to Delphi
and the Plan Investors or by court order. Equity awards will dilute all equity
interests pro rata.

          d. The amended and restated certificate of incorporation of Delphi to
be effective immediately following the effective date of the Plan shall
prohibit; (A) for so long as Appaloosa or Dolce Investments, LLC ("Dolce"), as
the case may be, owns any shares of Series A Preferred Stock, any transactions
between Delphi or any of its Subsidiaries (as defined in the Investment
Agreement), on the one hand, and Appaloosa or Dolce or their respective
Affiliates (as defined in the Investment Agreement), as the case may be, on the
other hand (including any


                                        9



"going private transaction" sponsored by Appaloosa or Dolce) unless such
transaction shall have been approved by (x) directors constituting not less than
75% of the number of Common Directors (as defined in the Investment Agreement)
and (y) in the case of any transaction with Appaloosa or its Affiliates, Dolce,
and in the case of any transaction with Dolce or its Affiliates, Appaloosa, and
(B) any transaction between Delphi or any of its Subsidiaries, on the one hand,
and a director, on the other hand, other than a director appointed by holders of
Series A Preferred Stock (as defined in the Investment Agreement), unless such
transaction shall have been approved by directors having no material interest in
such transaction (a "Disinterested Director") constituting not less than 75% of
the number of Disinterested Directors; provided, that nothing in this provision
shall require any approval of any arrangements in effect as of December 18, 2006
with either General Motors Acceptance Corporation ("GMAC") or GM as a result of
the ownership by Dolce and its Affiliates of securities of GMAC or Dolce's and
its Affiliates' other arrangements in effect as of December 18, 2006 with GM
with respect to GMAC.

     6.13 A condition precedent to the effectiveness of the Plan shall be the
ratification (and/or fulfillment of all other prerequisites to the
effectiveness) of each of Delphi's definitive labor agreements with each of its
U.S. labor unions (including, without limitation, new or amended collective
bargaining agreements and withdrawals and/or settlements of all claims of each
of Delphi's labor unions) and each of the labor-related Delphi/GM Definitive
Documents.

                                  ARTICLE VII

                                 IMPLEMENTATION

     7.1 Promptly after execution of this Agreement by all Parties, Delphi will
seek entry of the Initial Approval Order, in form and substance satisfactory to
each Party, by the Bankruptcy Court. The Plan Investors and GM will timely file
statements in support thereof with the Bankruptcy Court.

     7.2 The Parties agree to negotiate in good faith all of the documents and
transactions described in this Agreement (it being understood that (i) no Party
has any obligation to enter into any such documents or consummate any such
transactions and (ii) the delivery by any Party of a termination notice pursuant
to Section 3.1(b) hereof shall not constitute a breach of this Section 7.2).

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     8.1 This Agreement is expressly contingent on, and shall automatically
become effective on such date as the Initial Approval Order, in form and
substance satisfactory to each Party, has been entered by the Bankruptcy Court
and the Investment Agreement, substantially in the form of Exhibit A hereto, has
been executed by all parties to the Investment Agreement; provided, however,
that if the Bankruptcy Court shall not have entered the Initial Approval Order,
in form and substance satisfactory to each Party, on or before January 22, 2007
and all parties to


                                       10



the Investment Agreement shall not have executed the Investment Agreement,
substantially in the form of Exhibit A hereto, within three (3) business days
following entry of the Initial Approval Order, this Agreement (and all
obligations hereunder of all Parties) shall automatically terminate without ever
having become effective.

     8.2 Except as expressly provided in this Agreement, nothing contained
herein (i) is intended to, or does, in any manner waive, limit, impair or
restrict the ability of each of the Parties to protect and preserve its rights,
remedies, and interests, (ii) may be deemed an admission of any kind, or (iii)
effects a modification of any existing agreement until the occurrence of the
effective date of the Plan. If the transactions contemplated herein are not
consummated, or if this Agreement is terminated for any reason, the Parties
fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence
408 and any applicable state rules of evidence, this Agreement and all
negotiations relating thereto are not admissible into evidence in any proceeding
other than a proceeding to enforce its terms.

     8.3 The Plan Investors shall promptly deliver to GM (i) written notice upon
the termination of the Investment Agreement, whether pursuant to its terms or
otherwise, and (ii) copies of any amendments, waivers, supplements or other
modifications to the Investment Agreement.

     8.4 Delphi and the Plan Investors have advised GM that (a) the Plan
Framework described in Article VI of this Agreement and the planned investments
of the Plan Investors described in the Investment Agreement are predicated, in
part, on the ability of Delphi to formulate a business plan and projections
reflecting that Delphi's reorganized businesses will achieve annual EBITDA of
not less than $2.4 billion on a consolidated basis following completion of
Delphi's Transformation Plan and (b) Delphi will not be able to achieve such
financial results if the Transformation Plan is not implemented.

     8.5 Each Plan Investor and GM hereby agrees that it shall not (and shall
cause its subsidiaries and controlled affiliates not to) (a) sell, transfer,
assign, pledge, or otherwise dispose, directly or indirectly, of its right,
title or interest in respect of its claims against or interests in any of the
Debtors (to the extent held by it on the date hereof or acquired hereafter), in
whole or in part, or (b) grant any proxies, deposit any such claims or interests
(to the extent held by it on the date hereof or acquired hereafter) into a
voting trust, or enter into a voting agreement with respect to such claims or
interests, as the case may be, unless the transferee agrees in writing at the
time of such transfer to be bound by all obligations of the transferor contained
in this Agreement, including, but not limited to, Article II hereof, and the
transferor, within three business days, provides written notice of such transfer
to each other Party, together with a copy of the written agreement of the
transferee agreeing to be so bound. Each Party further agrees that it may not
create any subsidiary or affiliate for the sole purpose of acquiring any claims
against or interests in any member of the Debtors without causing such
subsidiary or affiliate to become a Party hereto prior to such acquisition.

     8.6 Each of Appaloosa, Harbinger, Cerberus, Merrill and UBS hereby
confirms, on a several but not joint basis, that it and its affiliates remains
the beneficial holder of, and/or the holder of investment authority over, the
claim and interests, if any, previously disclosed in


                                       11



connection with its applicable non-disclosure agreement with the Debtors and
that it will advise the Debtors upon any change in its or its affiliates'
holdings.

     8.7 Each Party hereby acknowledges that this Agreement is not and shall not
be deemed to be a solicitation to accept or reject a plan in contravention of
section 1125(b) of the Bankruptcy Code. Each Party further acknowledges that no
securities of any Debtor are being offered or sold hereby and that this
Agreement does not constitutes an offer to sell or a solicitation of an offer to
buy any securities of any Debtor.

     8.8 Each Party, severally and not jointly, represents, covenants, warrants,
and agrees to each other Party, only as to itself and not as to each of the
others, that the following statements, as applicable, are true, correct, and
complete as of the date hereof:

          a. It has all requisite corporate, partnership or limited liability
company power and authority to enter into this Agreement and to perform its
obligations hereunder;

          b. It is duly organized, validly existing, and in good standing under
the laws of its state of organization and it has the requisite power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder;

          c. The execution and delivery of this Agreement and the performance of
its obligations hereunder have been duly authorized by all necessary corporate,
partnership, or limited liability company action on its part; provided, however,
that the Debtors' authority to enter into this Agreement is subject to
Bankruptcy Court approval;

          d. This Agreement has been duly executed and delivered by it and
constitutes its legal, valid, and binding obligation, enforceable in accordance
with the terms hereof, subject to entry of the Initial Approval Order;

          e. The execution, delivery, and performance by it (when such
performance is due) of this Agreement do not and shall not (i) violate any
provision of law, rule, or regulation applicable to it or any of its
subsidiaries or its certificate of incorporation or bylaws or other
organizational documents or those of any of its subsidiaries or (ii) conflict
with, result in a breach of, or constitute (with due notice or lapse of time or
both) a default under any material contractual obligation to which it or any of
its subsidiaries is a party; and

          f. There are no undisclosed agreements or commitments between or among
the Parties regarding matters subject to the terms of this Agreement.

     8.9 Except as otherwise specifically provided herein, this Agreement may
not be modified, waived, amended or supplemented unless such modification,
waiver, amendment or supplement is in writing and has been signed by each Party.
No waiver of any of the provisions of this Agreement shall be deemed or
constitute a waiver of any other provision of this Agreement, whether or not
similar, nor shall any waiver be deemed a continuing waiver.

     8.10 This Agreement is intended to bind and inure to the benefit of the
Parties and their respective successors, assigns, heirs, executors,
administrators, and representatives; provided,


                                       12



however, that nothing contained in this Section 8.10 will be deemed to permit
sales, assignments, or transfers of this Agreement.

     8.11 Nothing contained in this Agreement is intended to confer any rights
or remedies under or by reason of this Agreement on any person or entity other
than the Parties hereto, nor is anything in this Agreement intended to relieve
or discharge the obligation or liability of any third party to any Party to this
Agreement, nor shall any provision give any third party any right of subrogation
or action over or against any Party to this Agreement.8.12 All notices and other
communications in connection with this Agreement will be in writing and will be
deemed given (and will be deemed to have been duly given upon receipt) if
delivered personally, sent via electronic facsimile (with confirmation), mailed
by registered or certified mail (return receipt requested) or delivered by an
express courier (with confirmation) to the Parties at the following addresses
(or at such other address for a Party as will be specified by like notice):

          If to the Debtors, to:

          a.   Delphi Corporation
               5725 Delphi Drive
               Troy, Michigan 48098
               Attention: John D. Sheehan - Facsimile: (248) 813-2612
                          David M. Sherbin, Esq./
                          Sean Corcoran - Facsimile: (248) 813-2491

                    with a copy to:

                    Skadden, Arps, Slate, Meagher & Flom LLP
                    Four Times Square
                    New York, New York 10036
                    Facsimile: (212) 735-2000/1
                    Attention: Eric L. Cochran, Esq.
                               Kayalyn A. Marafioti, Esq.
                               Thomas J. Matz, Esq.

                    and

                    Skadden, Arps, Slate, Meagher & Flom LLP
                    333 West Wacker Drive
                    Chicago, Illinois 60606
                    Facsimile: (312) 407-0411
                    Attention: John Wm. Butler, Jr., Esq.
                    George N. Panagakis, Esq.


                                       13



          b.   If to Appaloosa, to:

               Appaloosa Management L.P.
               26 Main Street
               Chatham, New Jersey 07928
               Facsimile: (973) 701-7055
               Attention: Ronald Goldstein

               with a copy to:

               White & Case LLP
               Wachovia Financial Center
               200 South Biscayne Boulevard
               Suite 4900
               Miami, Florida 33131-2352
               Facsimile: (305) 358-5744/5766
               Attention: Thomas E Lauria, Esq.

          c.   If to Harbinger, to:

               Harbinger Capital Partners Master Fund I, Ltd.
               c/o Harbinger Capital Partners
               555 Madison Avenue, 16th Floor
               New York, New York 10022
               Facsimile: (212) 508-3721
               Attention: Philip A. Falcone

               with a copy to:

               White & Case LLP
               Wachovia Financial Center
               200 South Biscayne Boulevard
               Suite 4900
               Miami, Florida 33131-2352
               Facsimile: (305) 358-5744/5766
               Attention: Thomas E Lauria

               and

               Kaye Scholer LLP
               425 Park Avenue
               New York, New York 10022-3598
               Facsimile: (212) 836-7157
               Attention: Benjamin Mintz, Esq.
                          Lynn Toby Fisher, Esq.


                                       14



          d.   If to Cerberus, to:

               Cerberus Capital Management, L.P.
               299 Park Avenue
               New York, New York 10171
               Facsimile: (212) 421-2958 / (212) 909-1409 / (212) 935-8749
               Attention: Scott Cohen / Dev Kapadia / Seth Gardner

               with a copy to:

               Milbank, Tweed, Hadley & McCloy LLP
               601 South Figueroa Street, 30th Floor
               Los Angeles, California 90017-5735
               Facsimile: (213) 892-4470
               Attention: Gregory A. Bray, Esq.

          e.   If to GM, to:

               General Motors Corporation
               767 Fifth Avenue
               14th Floor
               New York, New York 10153
               Facsimile: (212) 418-3695
               Attention: Michael Lukas

               and

               General Motors Corporation
               300 GM Renaissance Center
               Detroit, Michigan 48265
               Facsimile: (313) 665-4992
               Attention: E. Chris Johnson, Esq.
                          Frederick A. Fromm, Esq.

               with a copy to:

               Weil, Gotshal & Manges LLP
               767 Fifth Avenue
               New York, New York 10153
               Facsimile: (212) 310-8007
               Attention: Martin J. Bienenstock, Esq.
                          Jeffrey L. Tanenbaum, Esq.
                          Michael P. Kessler, Esq.

          f.   If to Merrill, to:

               Merrill Lynch, Pierce, Fenner & Smith Incorporated.
               4 World Financial Center


                                       15



               New York, New York 10080
               Facsimile: (212) 449-0769
               Attention: Robert Spork / Rick Morris

               with a copy to:

               Paul, Weiss, Rifkind, Wharton & Garrison LLP
               1285 Avenue of the Americas
               New York, New York 10019-6064
               Facsimile: (212) 757-3990
               Attention: Andrew N. Rosenberg

          g.   If to UBS, to:

               UBS Securities LLC
               299 Park Avenue
               New York, New York 10171
               Facsimile: (212) 821-3008 / (212) 821-4042
               Attention: Steve Smith / Osamu Watanabe

               with a copy to:

               Cleary Gottlieb Steen & Hamilton LLP
               One Liberty Plaza
               New York, New York 10006
               Facsimile: (212) 225-3999
               Attention: Leslie N. Silverman

     8.13 This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same Agreement. Delivery of an executed signature page of this Agreement by
facsimile shall be effective as delivery of a manually executed signature page
of this Agreement.

     8.14 This Agreement constitutes the entire agreement among the Parties with
respect to the subject matter hereof and supersedes all prior agreements,
whether oral or written, with respect to such subject matter. This Agreement is
the product of negotiations among the Parties and represents the Parties'
intentions. In any action to enforce or interpret this Agreement, this Agreement
will be construed in a neutral manner, and no term or provision of this
Agreement, or this Agreement as a whole, will be construed more or less
favorably to any Party.

     8.15 The agreements, representations and obligations of the Parties under
this Agreement are, in all respects, several and not joint. Any breach of this
Agreement by any Party shall not result in liability for any other non-breaching
Party.

  [Remainder of page intentionally blank; remaining pages are signature pages.]


                                       16



     IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be
duly executed and delivered by their respective, duly authorized officers as of
the date first above written.

                                        DELPHI CORPORATION


                                        By: /s/ JOHN D. SHEEHAN
                                            ------------------------------------
                                        Name: John D. Sheehan
                                              ----------------------------------
                                        Title: Vice President and Chief
                                               Restructuring Officer
                                               ---------------------------------

                                        GENERAL MOTORS CORPORATION


                                       By:  /s/ FREDERICK A. HENDERSON
                                            ------------------------------------
                                        Name: Frederick A. Henderson
                                              ----------------------------------
                                        Title: Vice Chairman and Chief
                                               Financial Officer
                                               ---------------------------------

                                        APPALOOSA MANAGEMENT L.P.


                                        By: /s/ RONALD M. GOLDSTEIN
                                            ------------------------------------
                                        Name: Ronald M. Goldstein
                                              ----------------------------------
                                        Title: Partner
                                               ---------------------------------

                                        HARBINGER CAPITAL PARTNERS MASTER
                                        FUND I, LTD.

                                        By: Harbinger Capital Partners Offshore
                                            Manager, L.L.C., as investment
                                            manager


                                        By: /s/ PHILIP A. FALCONE
                                            ------------------------------------
                                        Name: Philip A. Falcone
                                        Title: Senior Managing Director


                                       17



                                        CERBERUS CAPITAL MANAGEMENT, L.P.


                                        By: /s/ SCOTT COHEN
                                            ------------------------------------
                                        Name: Scott Cohen
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------

                                        MERRILL LYNCH, PIERCE, FENNER & SMITH,
                                        INCORPORATED

                                        By: /s/ GRAHAM GOLDSMITH
                                            ------------------------------------
                                        Name: Graham Goldsmith
                                        Title: Managing Director

                                        UBS SECURITIES LLC


                                        By: /s/ STEVEN D. SMITH
                                            ------------------------------------
                                        Name: Steven D. Smith
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------


                                        By: /s/ ANDREW KRAMER
                                            ------------------------------------
                                        Name: Andrew Kramer
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------


                                       18

EX-99.B

Supplemental Financial Information Exhibit 99 (b)

Borrowing Base Information (1) Selected domestic asset balances have been presented as supplemental information because these items were used to calculate Delphi's borrowing base under the terms of its Revolving Credit, Term Loan and Guaranty Agreement. However, the selected domestic asset balances should not be considered in isolation or as a substitute for items on Delphi's consolidated balance sheet presented in accordance with U.S. GAAP. All capitalized terms are per the definitions in the DIP Credit Agreement. Available Inventory is net of Rent Reserve, thereby excluding Inventory subject to landlords' Liens

EBITDA Reconciliation (1) EBITDA is presented to allow for the reconciliation of EBITDA for 1st Tier foreign subsidiaries and non-debtor subsidiaries shown on the next page. EBITDA is earnings before net financial expenses, taxes, depreciation and amortization, U.S. employee special attrition program charges, and non-operating income. EBITDA is not a GAAP measurement and does not represent cash flow for the period presented and should not be considered an alternative to operating income or as an indicator of our operating performance or liquidity. EBITDA does not have a standardized meaning and our definition of EBITDA may not be comparable to EBITDA used by other companies.

Subsidiary EBITDA(1) reconciliation EBITDA is provided to allow credit facility lenders to value these subsidiaries. EBITDA is earnings before net financial expenses, taxes, depreciation and amortization, U.S. employee special attrition program charges, and non-operating income. EBITDA is not a U.S. GAAP measurement and does not represent cash flow for the period presented and should not be considered an alternative to operating income or as an indicator of our operating performance or liquidity. EBITDA does not have a standardized meaning and our definition of EBITDA may not be comparable to EBITDA used by other companies. Total EBITDA has been reconciled to the nearest directly corresponding U.S. GAAP measure in the table on the prior page. Represents summation of EBITDA for 1st tier foreign subsidiaries determined by summing together the earnings before interest and taxes of each foreign subsidiary without giving effect to inter-company profit eliminations, and adding depreciation and amortization Represents summation of EBITDA for debtor subsidiaries determined by summing together the earnings before interest and taxes of each debtor subsidiary without giving effect to intercompany profit eliminations between debtor and non-debtor subsidiaries, and adding depreciation and amortization Debt of 1st tier foreign subsidiaries comprised of $108 million of external debt as of June 30, 2006

EX-99.C

Exhibit 99(c)

FOR RELEASE: Monday, Dec. 18, 2006	CONTACT: Claudia Piccinin – 248-813-2942
	Lindsey Williams – 248-813-2528

INVESTOR GROUP COMMITS UP TO $3.4 BILLION
EQUITY INVESTMENT IN REORGANIZED DELPHI IN SUPPORT OF
TRANSFORMATION PLAN AND REORGANIZATION FRAMEWORK;
DELPHI ANNOUNCES SEPARATE $4.5 BILLION DIP LOAN
TRANSACTION TO REFINANCE EXISTING LOAN FACILITIES

Cerberus Capital Management, L.P. and Appaloosa Management L.P. Lead Investor Group

Delphi Announces Reorganization Framework and Potential Stakeholder Recoveries

Plan Investment and Reorganization Framework Subject to Conditions Including Reaching
Consensual Agreements with U.S. Labor Unions and General Motors Corporation

Delphi and Plan Investors Agree on Separate Executive Chairman /CEO Governance
Structure and Designate O’Neal to Serve as Delphi’s CEO at Emergence;
Delphi Determines to Implement New Structure Effective January 1, 2007
with Miller as Executive Chairman and O’Neal as Chief Executive Officer and President

Plan Investors and General Motors Corporation Sign Plan Framework Support Agreement

Bankruptcy Court Sets January 5, 2007 Hearing to Consider Approval of Plan Investment
Agreement, Plan Support Agreement and DIP Refinancing

     TROY, Mich. – Delphi Corp. (OTC:DPHIQ) today announced that it has accepted a proposal for an equity purchase and commitment agreement with affiliates of Appaloosa Management L.P., Cerberus Capital Management, L.P., and Harbinger Capital Partners Master Fund I, Ltd., as well as Merrill Lynch & Co. and UBS Securities LLC (collectively, the “Plan Investors”) to invest up to $3.4 billion in preferred and common equity in the reorganized Delphi to support the company’s transformation plan announced on March 31, 2006 and its plan of reorganization framework agreement also filed today. The Plan Framework Support Agreement, signed by Delphi, the Plan Investors and General Motors Corp. (GM), outlines the expected treatment of the company’s stakeholders in its anticipated plan of reorganization and provides a framework for several other aspects of the company’s Chapter 11 reorganization.

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     Separately, Delphi accepted a proposal from JPMorgan Chase Bank, N.A. and a group of lenders to refinance in full the company’s existing $2.0 billion DIP facility and approximately $2.5 billion prepetition revolver and term loan facilities. In recognition of the favorable environment in the capital markets and to minimize transaction fees payable by Delphi, the company has accepted the lenders’ undertaking on a best efforts basis without underwriting by the lenders.

     The company is filing motions seeking approval of the agreements with the U.S. Bankruptcy Court of the Southern District of New York and will be filing the relevant agreements this week with the Securities and Exchange Commission. The Bankruptcy Court has scheduled a hearing to consider approval of the plan investment, plan support and DIP refinancing agreements at 10:00 a.m. EST on Jan. 5, 2007. Objections, if any, to the agreements must be filed with the Bankruptcy Court by 4:00 p.m. EST on Jan. 2, 2007.

     “Today’s agreements represent significant milestones in Delphi’s reorganization and another major step forward towards emergence from our Chapter 11 reorganization in the U.S.,” said Delphi Chairman and CEO Robert S. “Steve” Miller. “Delphi has long emphasized its commitment to pursuing a resolution of the principal issues in our restructuring. The agreements announced today demonstrate real progress toward that objective. The Plan Investors’ conditional commitment to invest up to $3.4 billion in the reorganized company, together with their support of Delphi’s transformation plan and our reorganization plan framework, should provide additional confidence to our customers, suppliers, employees and financial stakeholders. Similarly, our new $4.5 billion DIP financing provides an appropriate foundation from which to negotiate and secure emergence financing. While there is much that remains to be accomplished in our reorganization, Delphi and its stakeholders are together navigating a course that should lead to consensual resolution with our U.S. labor unions and GM while providing an acceptable financial recovery framework for stakeholders.”

EQUITY INVESTMENT

     Under the terms of the Equity Purchase and Commitment Agreement announced today, the Plan Investors will commit to purchase $1.2 billion of convertible preferred stock and approximately $200 million of common stock in the reorganized company. Additionally, the Plan Investors will commit to purchasing any unsubscribed shares of common stock in connection with an approximately $2.0 billion rights offering that will be made available to existing common stockholders. The rights offering provides that Delphi will distribute certain rights to its existing shareholders to acquire new common stock subject to the effectiveness of a registration statement to be filed with the SEC, 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 at a discount to anticipated reorganization business enterprise value.

2

     Under the terms of the agreement, the Plan Investors will commit to purchase the number of shares that were offered through the rights offering to eligible holders, but whose rights were not exercised. In the event no other shareholders exercised the rights, the Plan Investors would purchase all of the unsubscribed shares for an amount no greater than approximately $2.0 billion. Altogether, the Plan Investors could invest up to $3.4 billion in the reorganized company. The investment agreement is subject to the completion of due diligence to the satisfaction of the Plan Investors in their sole discretion, satisfaction or waiver of numerous other conditions (including Delphi’s achievement of consensual agreements with its U.S. labor unions and GM that are acceptable to the Plan Investors in their sole discretion) and the non-exercise by either Delphi or the Plan Investors of certain termination rights, all of which are more fully described in the Equity Purchase and Commitment Agreement.

PLAN OF REORGANIZATION FRAMEWORK

     Delphi also filed today a Plan Framework Support Agreement between Delphi, GM, and the Plan Investors, which outlines Delphi’s proposed framework for a plan of reorganization. While the plan framework is based on extensive discussions and negotiations among Delphi, GM, the Plan Investors and Delphi’s statutory committees conducted since August of this year, not every one of the proposed terms and conditions of the plan framework are necessarily acceptable to Delphi’s stakeholders, including the Company’s statutory committees, each of which may determine to oppose one or more elements of the framework. The Plan Framework Support Agreement as well as the economics and structure of the plan framework itself are expressly conditioned on reaching consensual agreements with Delphi’s U.S. labor unions and GM. Both Delphi and the Plan Investors are permitted to terminate the Equity Purchase and Commitment Agreement (which terminates the Plan Support Agreement) if consensual agreements are not reached with labor and GM by Jan. 31, 2007.

     The Plan Framework Support Agreement outlines certain plan terms, including the distributions to be made to creditors and shareholders, the treatment of GM’s claim, the resolution of certain pension funding issues, and the corporate governance of the reorganized Debtors.

     “This plan framework agreement forms a platform for the resolution of our transformation issues and the formulation of a consensual reorganization plan,” Miller said.

     The Plan Framework Support Agreement outlines the following treatment of claims and interests in Delphi’s chapter 11 plan of reorganization:

• All senior secured debt would be refinanced and paid in full and all allowed administrative and priority claims would be paid in full.

3

• Trade and other unsecured claims and unsecured funded debt claims would be satisfied in full with $810 million of common stock (18 million out of a total of 135.3 million shares) in the reorganized Delphi, at a deemed value of $45 per share, and the balance in cash. The framework requires that the amount of allowed trade and unsecured claims (other than funded debt claims) not exceed $1.7 billion.

• In exchange for GM’s financial contribution to Delphi’s transformation plan, and in satisfaction of GM’s claims against the Debtors, GM will receive 7 million out of a total of 135.3 million shares of common stock in the reorganized Delphi, $2.63 billion in cash, and an unconditional release of any alleged estate claims against GM. In addition, as with other customers, certain GM claims would flow-through the chapter 11 cases and be satisfied by the reorganized company in the ordinary course of business. The plan framework anticipates that GM’s financial contribution to Delphi’s transformation plan would include items to be agreed to between Delphi and GM such as triggering of the GM benefit guarantees; assumption by GM of certain postretirement health and life insurance obligations for certain Delphi hourly employees; provision of flowback opportunities at certain GM facilities for certain Delphi employees; GM’s payment of certain retirement incentives and buyout costs under current or certain future attrition programs for Delphi employees; GM’s payment of mutually negotiated buy-downs; GM’s payment of certain labor costs for Delphi employees; a revenue plan governing certain other aspects of the commercial relationship between Delphi and GM; and GM’s support of the wind-down of certain Delphi facilities and the sales of certain Delphi business lines and sites. While the actual value of the potential GM contribution cannot be determined until a consensual resolution with GM is completed, Delphi is aware that GM has publicly estimated its potential exposure related to Delphi’s chapter 11 filing.

• All subordinated debt claims would be allowed and satisfied with $450 million of common stock (10 million out of a total of 135.3 million shares) in the reorganized Delphi, at a deemed value of $45 per share and the balance in cash.

• Holders of existing equity securities in Delphi would receive $135 million of common stock (3 million out of a total of 135.3 million shares) in the reorganized Delphi, at a deemed value of $45 per share, and rights to purchase approximately 57 million shares of common stock in the reorganized Delphi for $2.0 billion at a deemed exercise price of $35 per share (subject to the rights offering becoming effective and other conditions).

4

     Delphi cautioned that nothing in the plan investment or plan support agreements, the Court or regulatory filings being made in connection with the agreements or the company’s public disclosures (including this press release) shall be deemed to a solicitation to accept or reject a plan in contravention of the Bankruptcy Code nor an offer to sell or a solicitation of an offer to buy any securities of the company.

EMERGENCE CORPORATE GOVERNANCE STRUCTURE

     The Equity Purchase and Commitment Agreement and the Plan Framework Support Agreement also include certain corporate governance provisions for the reorganized Delphi. Under the terms of the proposed plan, the reorganized Delphi would be governed by a 12 member Board of Directors, 10 of whom would be independent directors and two of whom would be a new Executive Chairman and a new Chief Executive Officer and President. Most notably as part of the new corporate governance structure, the current Delphi Board of Directors along with the Plan Investors, have mutually recognized that current Delphi President and Chief Operating Officer, Rodney O’Neal, will be appointed CEO and president of the reorganized Delphi no later than the effective date of the plan of reorganization.

     Separately, Delphi’s Board has decided to make O’Neal’s CEO appointment effective Jan. 1, 2007, to allow for the most optimum transition between Miller and O’Neal before the company emerges from bankruptcy. Concurrent with O’Neal’s appointment, Miller will become Delphi’s first Executive Chair and will continue to oversee the company’s chapter 11 reorganization through emergence.

     A five member selection committee, consisting of John D. Opie, Delphi Board of Director’s lead independent director, a representative of each of Delphi’s two statutory committees and a representative of each of Delphi’s two lead Plan Investors – Cerberus and Appaloosa — will select the company’s post-emergence Executive Chair as well as four independent directors (one of whom may be from Delphi’s current Board of Directors). The two lead Plan Investors must both concur in the selection of the Executive Chair, but do not vote on the four common independent directors and will each appoint three Board members comprising the remaining six members of the new board of directors. The new board of directors must satisfy all exchange/NASDAQ independence requirements. Executive compensation for the reorganized company must be on market terms, must be reasonably acceptable to the Plan Investors, and the overall executive compensation plan design must be described in the company’s disclosure statement and incorporated into the plan of reorganization.

5

PENSION FUNDING

     The Plan Framework Support Agreement reaffirms Delphi’s earlier commitment to preserve its salaried and hourly defined benefit U.S. pension plans and will include an arrangement to fund approximately $3.5 billion of its pension obligations. The company agreed that as much as $2 billion of this amount may be satisfied through GM taking an assignment of Delphi’s net pension obligations under applicable federal law. GM will receive a note in the amount of such assignment on market terms that will be paid in full within 10 days following the effective date of a plan of reorganization. Through this funding, Delphi will make up required contributions to the plans that were not made in full during the Chapter 11 process.

     The company has previously said that one of the goals of its transformation plan is the retention of existing U.S. defined benefit pension plans for both its hourly and salaried workforce. In order to retain the programs and related benefits accrued, Delphi will freeze the U.S. pension plans no later than at the time of emergence.

     “With this funding, Delphi will be able to preserve its pension plans and become fully funded to the extent required by ERISA,” said Miller. “While other major Chapter 11 labor transformation cases have regrettably had to terminate their pension plans as part of their restructuring, Delphi has expended a great deal of effort and energy to save our employees’ pensions.”

EXISTING PREPETITION AND DIP LOAN REFINANCING

     Given the current favorable conditions in the capital markets, Delphi will be seeking court approval to enter into a $4.5 billion replacement DIP financing facility on more favorable terms than the combined DIP and prepetition term and revolver loan facilities that are being replaced. Under the terms of the replacement financing facility, Delphi estimates that it will save approximately $8 million per month in financing costs. These savings result from the interest rate under the replacement financing facility being lower than the accrual rate for the adequate protection payments in respect of the secured prepetition credit facilities, which the company proposes to repay with a portion of the proceeds of the replacement financing facility.

     The savings generated would preserve additional value of the company’s estates and would enhance the ability to implement its transformation plan and emerge from chapter 11 protection.

     The replacement financing facility will have similar terms as the existing DIP facility, with certain key exceptions, all of which are beneficial for Delphi and its estates. The refinancing of the secured prepetition credit facilities will not impair, in any material respect, the lien priorities of other holders of secured claims relative to such facilities. Details of the replacement financing facility and the existing DIP facility can be found in Delphi’s DIP refinancing motion filed with the Court.

6

CONSENSUAL AGREEMENT STATUS

     While there have been continuing discussions with the company’s U.S. labor unions and GM, the parties have not reached comprehensive agreements and there are significant differences of views that need to be reconciled in order to achieve consensual agreements in a timeframe that would permit Delphi to preserve the plan investment and plan framework and support agreements announced today.

     “While today’s agreements are an important step forward in our transformation, we remain keenly focused on reaching a consensual resolution with all of our U.S. unions and GM,” Miller said. “Our fiduciary responsibility as debtors-in-possession is to maximize the value of our estates. Although today’s court filings represent an encouraging and necessary move closer to emergence, we and our counterparts at the negotiating table must complete our work promptly and on a consensual basis if Delphi is to emerge from chapter 11 during the first half of 2007.”

     Consistent with its prior practice, the company will not comment further regarding the status or substance of its discussions with GM or its unions while discussions are ongoing.

     Delphi’s Chapter 11 cases were filed on October 8, 2005, in the United States Bankruptcy Court for the Southern District of New York and were assigned to the Honorable Robert D. Drain under lead case number 05-44481 (RDD). Rothschild Inc. serves as investment banker to Delphi and Skadden, Arps, Slate, Meagher & Flom LLP serves as lead counsel to Delphi on the transactions and in the chapter 11 reorganization cases.

     More information on Delphi’s U.S. restructuring and access to court documents, the agreements referenced in this press release and other general information about the Chapter 11 cases is available at www.delphidocket.com. Information on the case can also be obtained on the Bankruptcy Court’s website with Pacer registration: http://www.nysb.uscourts.gov. For more information about Delphi and its operating subsidiaries, visit Delphi’s website at www.delphi.com.

FORWARD LOOKING STATEMENT

This press release, as well as other statements made by Delphi, may contain forward-looking statements that reflect, when made, the company’s current views with respect to current events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the company’s operations and business environment which may cause the actual results of the company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the company to continue as a going concern; the ability of the company to operate pursuant to the terms of the debtor-in-possession facility; the company’s ability to obtain court approval with respect to motions in the chapter 11 cases prosecuted by it from time to time; the ability of the company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 cases; the company’s ability to satisfy the terms and conditions of the Equity Purchase and Commitment Agreement with its Plan Investors; the company’s ability to satisfy the terms and conditions of the Plan Framework Support Agreement with GM and its Plan Investors (including the company’s ability to achieve consensual agreements with GM and its U.S. labor unions on a timely basis that are acceptable to the Plan Investors in their sole discretion); risks associated with third parties seeking and obtaining court

7

approval to terminate or shorten the exclusivity period for the company to propose and confirm one or more plans of reorganization, for the appointment of a chapter 11 trustee or to convert the cases to chapter 7 cases; the ability of the company to obtain and maintain normal terms with vendors and service providers; the company’s ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 cases on the company’s liquidity or results of operations; the ability of the company to fund and execute its business plan (including the transformation plan described in Item 1. Business “Potential Divestitures, Consolidations and Wind-Downs” of the Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC) and to do so in a timely manner; the ability of the company to attract, motivate and/or retain key executives and associates; the ability of the company to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees; and the ability of the company to attract and retain customers. Other risk factors are listed from time to time in the company’s United States Securities and Exchange Commission reports, including, but not limited to the Annual Report on Form 10-K for the year ended December 31, 2005. Delphi disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events and/or otherwise.

Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the company’s various pre-petition liabilities, common stock and/or other equity securities. Additionally, no assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies. A plan of reorganization could result in holders of Delphi’s common stock receiving no distribution on account of their interests and cancellation of their interests. Under certain conditions specified in the Bankruptcy Code, a plan of reorganization may be confirmed notwithstanding its rejection by an impaired class of creditors or equity holders and notwithstanding the fact that equity holders do not receive or retain property on account of their equity interests under the plan. In light of the foregoing and as stated in its October 8, 2005, press release announcing the filing of its Chapter 11 reorganization cases, the company considers the value of the common stock to be highly speculative and cautions equity holders that the stock may ultimately be determined to have no value. Accordingly, the company urges that appropriate caution be exercised with respect to existing and future investments in Delphi’s common stock or other equity interests or any claims relating to pre-petition liabilities.

# # #

8

EX-99.D

                                                                   EXHIBIT 99(d)
                               DELPHI CORPORATION

                       SUMMARY OF TERMS AND CONDITIONS FOR
                             PRIMING CREDIT FACILITY
                       IN THE AMOUNT OF $4,495,820,240.59

                            
Borrower:                      Delphi Corporation, a Delaware corporation, as a
                               Debtor-in-Possession in a case (the "Debtor's
                               Case") pending under Chapter 11 of the Bankruptcy
                               Code (the "Borrower" or "Debtor").

Guarantors:                    The obligations of the Borrower shall be
                               guaranteed by substantially all of the direct and
                               indirect domestic subsidiaries (which shall
                               include all of the filed subsidiaries, with
                               specific exceptions set forth in the loan
                               documents (collectively, the "Agreement") of the
                               Borrower (each a "Guarantor" and collectively the
                               "Guarantors"), and each of which will be a
                               Debtor-in-Possession in a case (collectively, the
                               "Guarantors' Cases" and, together with the
                               Debtor's Case, the "Cases") pending under Chapter
                               11 of the Bankruptcy Code.

Lead Arrangers:                With respect to the First Priority Facilities (as
                               defined below), J.P. Morgan Securities Inc.
                               ("JPMorgan"), Citigroup Global Markets, Inc. and
                               Deutsche Bank Securities Inc., and with respect
                               to the Tranche C Term Loan, JPMorgan
                               (collectively, in such capacities, the "Lead
                               Arrangers"), with JPMorgan given "left placement"
                               in all documentation and other materials relating
                               to the Loans.

Joint Bookrunners:             With respect to the First Priority Facilities,
                               JPMorgan, Citigroup Global Markets, Inc. and
                               Deutsche Bank Securities Inc., and with respect
                               to the Tranche C Term Loan, JPMorgan, Merrill
                               Lynch, Pierce, Fenner & Smith Incorporated and
                               UBS Securities LLC (collectively, in such
                               capacities, the "Joint Bookrunners", and together
                               with the Lead Arrangers, the
                               "Arrangers/Bookrunners").

Administrative Agent:          With respect to the First Priority Facilities and
                               the Tranche C Term Loan, JPMorgan Chase Bank,
                               N.A. ("JPMCB", in such capacity, the
                               "Administrative Agent").

Syndication Agent:             With respect to the First Priority Facilities,
                               Citicorp USA, Inc. ("CUSA", in such capacity, the
                               "Syndication Agent", and, together with the
                               Administrative Agent, the "Agents").

Documentation Agent:           With respect to the First Priority Facilities,
                               Deutsche Bank AG New York Branch ("DBAGNY", in
                               such capacity, a "Documentation Agent").

Lenders:                       A syndicate of banks, financial institutions and
                               other entities in consultation with the Borrower
                               (including JPMCB), arranged by the
                               Arrangers/Bookrunners (collectively, the
                               "Lenders"), which syndicate shall include each of
                               the Arrangers/Bookrunners or their respective
                               affiliates.

Commitment:                    A total commitment of $4,495,820,240.59 (the
                               "Commitment"), comprised of three separate
                               tranches as follows: (i) Tranche A shall be a
                               first priority revolving commitment of
                               $1,750,000,000 ("Tranche A" or the "Revolving
                               Facility"), (ii) Tranche B shall be a first
                               priority term loan commitment of $250,000,000
                               ("Tranche B" or the "Tranche B Term Loan",
                               together with the Revolving Facility, the "First
                               Priority Facilities") and (iii) Tranche C shall
                               be a second priority term loan commitment of
                               $2,495,820,240.59 ("Tranche C" or the "Tranche C
                               Term Loan" and, together with the Revolving
                               Facility and the





                            
                               Tranche B Term Loan, the "Facility", and any
                               borrowings under the Facility hereinafter
                               referred to as the "Loans").

Letters of Credit:             Up to $325,000,000 of the Revolving Facility
                               shall be available for the issuance of letters of
                               credit (the "Letters of Credit") by JPMCB (or any
                               of its banking affiliates) or such other Lenders
                               (which other Lenders shall be reasonably
                               satisfactory to the Administrative Agent) as may
                               agree with the Company to act in such capacity
                               (in such capacity, the "Issuing Lenders"). No
                               Letter of Credit shall have an expiration date
                               after the earlier of (a) one year after the date
                               of issuance and (b) 180 days after the Maturity
                               Date (as hereinafter defined), provided that any
                               Letter of Credit with a one-year tenor may
                               provide for the renewal thereof for additional
                               one-year periods (which shall in no event extend
                               beyond the date referred to in clause (b) above).

                               Drawings under any Letter of Credit shall be
                               reimbursed by the Borrower (whether with its own
                               funds or with the proceeds of Loans under the
                               Revolving Facility) on the next business day. To
                               the extent that the Borrower does not so
                               reimburse the Issuing Lender, the Lenders under
                               the Revolving Facility shall be irrevocably and
                               unconditionally obligated to reimburse the
                               Issuing Lender on a pro rata basis.

                               If the Termination Date (as hereinafter defined)
                               occurs prior to the expiration of any Letter of
                               Credit, each such Letter of Credit shall be
                               replaced and returned to the Issuing Lender
                               undrawn and marked "canceled" on or prior to the
                               Termination Date, or, to the extent that the
                               Borrower is unable to replace any of the Letters
                               of Credit, such Letters of Credit shall be (a)
                               secured by a back-to-back letter of credit that
                               is in an amount equal to 105% of the face amount
                               of such Letters of Credit, in a form that is
                               reasonably satisfactory to the Administrative
                               Agent and the Issuing Lender and issued by a bank
                               that is reasonably satisfactory to the
                               Administrative Agent and the Issuing Lender, or
                               (b) cash collateralized in an amount equal to
                               105% of the face amount of such Letters of Credit
                               ("Cash Collateralization") by the deposit of cash
                               in such amount into an account established by the
                               Borrower under the sole and exclusive control of
                               the Administrative Agent ("Letter of Credit
                               Account"), such cash to be promptly remitted to
                               the Borrower upon the expiration or cancellation
                               (or backstop as set forth in clause (a) above) of
                               the related Letter of Credit or other termination
                               or satisfaction of the Borrower's reimbursement
                               obligations.

Purpose:                       The First Priority Facilities shall be available
                               (i) to pay in full all obligations under the
                               Revolving Credit, Term Loan and Guaranty
                               Agreement dated as of November 21, 2005 (as
                               amended, restated, modified or waived from time
                               to time, the "Existing DIP Credit Agreement") by
                               and among the Borrower, the lenders party thereto
                               (the "Existing DIP Lenders") (such repayment in
                               full, the "DIP Facility Refinancing"), (ii) for
                               working capital for the Borrower and its domestic
                               and foreign subsidiaries and for other general
                               corporate purposes, including, without
                               limitation, to make pension contributions and
                               (iii) to pay related transaction costs, fees and
                               expenses and to pay restructuring costs. The
                               Tranche C Term Loan shall be available to pay in
                               full all obligations under the 5-Year Third
                               Amended and Restated Credit Agreement dated as of
                               June 14, 2005 (the "Existing Pre-Petition
                               Agreement") by and among the Borrower, the
                               lenders party thereto (the "Existing Pre-Petition
                               Secured Lenders") and JPMCB, as administrative
                               agent (such repayment in full, the "Pre-Petition
                               Facility Refinancing", and together with the DIP
                               Facility Refinancing, the "Refinancing").




                                        2



                            
Term:                          Borrowings shall be repaid in full and the
                               Commitment shall terminate, at the earliest of
                               (i) December 31, 2007 (the "Maturity Date"), (ii)
                               the substantial consummation (as defined in
                               Section 1101 of the Bankruptcy Code and which for
                               purposes hereof shall be no later than the
                               effective date) of a plan of reorganization (a
                               "Plan") that is confirmed pursuant to an order
                               entered by the United States Bankruptcy Court for
                               the Southern District of New York or any other
                               court having jurisdiction (the "Court") over the
                               Cases of the Borrower or the Guarantors (the
                               "Consummation Date") and (iii) the acceleration
                               of the loans and the termination of the
                               Commitment in accordance with the Agreement
                               hereinafter referred to (together with the
                               Maturity Date and the Consummation Date, the
                               "Termination Date"). Upon the occurrence of the
                               Termination Date, the Loans and other obligations
                               shall be repaid in full.

Priority and Liens:            The structure of the Approval Order shall be
                               designed to maintain in all material respects the
                               relative priority of liens of third-party
                               creditors (including, without limitation, setoff
                               claimants) with respect to the Facility that such
                               parties have with respect to the Existing DIP
                               Credit Agreement and Existing Pre-Petition Credit
                               Agreement under the Existing DIP Order.

                               All direct borrowings and reimbursement
                               obligations under Letters of Credit and other
                               obligations under the Facility (and all
                               obligations owing to Lenders (or their banking
                               affiliates) in respect of cash management
                               services and hedging transactions permitted under
                               the Agreement), and all guaranties of the
                               foregoing by the Guarantors, shall at all times:

                               (i)  pursuant to Section 364(c)(1) of the
                                    Bankruptcy Code, be entitled to joint and
                                    several superpriority claim status in the
                                    Cases;

                               (ii) pursuant to Section 364(c)(2) of the
                                    Bankruptcy Code, be secured by a perfected
                                    first priority lien on all property of the
                                    Borrower and the Guarantors' respective
                                    estates in the Cases that is not subject to
                                    valid, perfected and non-avoidable liens in
                                    existence at the time the Approval Order (as
                                    defined below) is entered, including without
                                    limitation, all inventory, accounts
                                    receivable, general intangibles, chattel
                                    paper, owned real estate, real property
                                    leaseholds, fixtures and machinery and
                                    equipment, deposit accounts, patents,
                                    copyrights, trademarks, tradenames, rights
                                    under license agreements, and other
                                    intellectual property and capital stock of
                                    subsidiaries of the Borrower and the
                                    Guarantors, and on all cash maintained in
                                    the Letter of Credit Account, excluding
                                    avoidance actions and joint venture
                                    interests with respect to which a valid
                                    prohibition on pledging exists (it being
                                    understood that, notwithstanding such
                                    exclusion of joint venture interests, the
                                    proceeds of such interests shall be subject
                                    to such liens under Section 364(c)(2) of the
                                    Bankruptcy Code and available to repay the
                                    Loans and all other obligations under the
                                    Facility);

                               (iii) pursuant to Section 364(c)(3) of the
                                    Bankruptcy Code, be secured by a perfected
                                    junior lien on all property of the Borrower
                                    and the Guarantors' respective estates in
                                    the Cases, that is subject to valid,
                                    perfected and non-avoidable liens in
                                    existence at the time the Approval Order is
                                    entered solely to the extent that the order
                                    of the Court dated October 28, 2005
                                    approving the Existing DIP Credit Agreement
                                    (the "Existing DIP Order") provides that
                                    such liens are senior in priority to the DIP
                                    Liens (as defined in the Existing DIP Order,
                                    the "Existing DIP Liens");

                               (iv) pursuant to Section 364(d)(1) of the
                                    Bankruptcy Code, be secured by a




                                        3



                            
                                    perfected first priority, senior priming
                                    lien on all of the property of the Borrower
                                    and the Guarantors' respective estates in
                                    the Cases (including, without limitation,
                                    inventory, accounts receivable, general
                                    intangibles, chattel paper, owned real
                                    estate, real property leaseholds, fixtures
                                    and machinery and equipment, deposit
                                    accounts, patents, copyrights, trademarks,
                                    tradenames, rights under license agreements,
                                    and other intellectual property and capital
                                    stock of subsidiaries) that is subject to
                                    existing liens that pursuant to the terms of
                                    the Existing DIP Order are subject and
                                    subordinate to the Existing DIP Liens,
                                    including, without limitation, all
                                    Replacement Liens and Debtor Liens (as each
                                    such term is defined in the Existing DIP
                                    Order), and any adequate protection liens
                                    under the Existing DIP Order, which existing
                                    liens, rights and interests (the "Primed
                                    Liens") shall be primed by and made subject
                                    and subordinate to the perfected first
                                    priority senior liens to be granted to the
                                    Administrative Agent, which senior priming
                                    liens in favor of the Administrative Agent
                                    shall also prime any liens granted under the
                                    Approval Order or thereafter to provide
                                    adequate protection in respect of any of the
                                    Primed Liens;

                               provided, however, that the superpriority claims
                               granted under the Approval Order in respect of
                               obligations under the First Priority Facilities
                               shall be senior in priority to the superpriority
                               claims granted under the Approval Order in
                               respect of obligations under the Tranche C Term
                               Loan;

                               provided, further, that all liens granted under
                               the Approval Order to the Administrative Agent
                               and the Lenders to secure obligations under the
                               First Priority Facilities shall be senior in
                               priority to all liens granted under the Approval
                               Order to the Administrative Agent and the Lenders
                               to secure obligations under the Tranche C Term
                               Loan;

                               provided, further, that any Primed Liens that
                               under the Existing DIP Order were subject and
                               subordinate only to the Existing DIP Liens, but
                               not to the liens held by the Pre-Petition Secured
                               Lenders (the "Existing Pre-Petition Secured
                               Lenders' Liens") shall be subject and subordinate
                               to the liens securing the Facility under the
                               Approval Order as set forth in clause (iv) above
                               only in respect of the First Priority Facilities,
                               and such Primed Liens shall have the same
                               priority relative to the liens securing the
                               Tranche C Loan that such Primed Liens had
                               relative to the Existing Pre-Petition Secured
                               Lenders' Liens under the Existing DIP Order;

                               provided, further, that the Borrower shall not be
                               required to pledge in excess of 65% of the voting
                               capital stock of its direct foreign subsidiaries
                               or any of the capital stock or interests of
                               indirect foreign subsidiaries (if, in the good
                               faith judgment of the Borrower, adverse tax
                               consequences would result to the Borrower); and

                               subject in each case only to the Carve-Out. The
                               "Carve-Out" shall mean (i) all fees required to
                               be paid pursuant to 28 U.S.C. Section 1930 and
                               Section 726(b) of the Bankruptcy Code, (ii) in
                               the event of the occurrence and during the
                               continuance of an Event of Default, the payment
                               of allowed and unpaid professional fees and
                               disbursements incurred by the Borrower, the
                               Guarantors and any statutory committees appointed
                               in the Cases, and Post-Order Transaction Expenses
                               (as defined below), in an aggregate amount not in
                               excess of $35,000,000 and (iii) all unpaid
                               professional fees and disbursements, and
                               Post-Order Transaction Expenses, incurred or
                               accrued




                                        4



                            
                                    when no Event of Default is continuing that
                                    are either (x) reflected in the most recent
                                    Borrowing Base Certificate (as defined
                                    below) or (y) incurred after the date of
                                    such Borrowing Base Certificate in an
                                    aggregate amount not to exceed $5,000,000,
                                    in each case to the extent allowed by the
                                    Bankruptcy Court at any time.
                                    Notwithstanding the foregoing, so long as an
                                    Event of Default shall not have occurred and
                                    be continuing, the Borrower and the
                                    Guarantors shall be permitted to pay
                                    compensation and reimbursement of expenses
                                    allowed and payable under 11 U.S.C. Section
                                    330 and Section 331, as the same may be due
                                    and payable, and the same shall not reduce
                                    the Carve-Out.

                               "Post-Order Transaction Expenses" shall mean
                               Transaction Expenses (as defined in the Equity
                               Commitment and Purchase Agreement (the "ECPA")
                               that is attached to the "Plan Investment And
                               Framework Support Approval Motion", filed with
                               the Bankruptcy Court concurrently with the motion
                               to approve the Facility) incurred from and after
                               the date that an order is entered approving the
                               ECPA.

Conditions to Priming and      The parties (the "Primed Parties") whose liens
Use of Cash Collateral;        are primed as described in clause (iv) of
Exercise of Setoff Rights by   "Priority and Liens" above, and the cash proceeds
Setoff Claimants:              of whose prepetition collateral shall be
                               authorized for use by the Borrower and the
                               Guarantors as described under "Use of Cash
                               Collateral" below (including, without limitation,
                               any Setoff Claimants who remitted their
                               Pre-Petition Payables (as each such term is
                               defined in the Existing DIP Order) to the
                               Borrower or a Guarantor and received adequate
                               protection in respect thereof under the Existing
                               DIP Order), shall receive adequate protection
                               substantially identical in form and substance to
                               the adequate protection provided for in the
                               Existing DIP Order to the extent the obligations
                               to such parties remain outstanding after giving
                               effect to the Refinancing.

                               In addition, the provisions of the Existing DIP
                               Order with respect to the exercise of Setoff
                               Rights (as defined therein) shall be incorporated
                               in substantially the same form into the Approval
                               Order.

Use of Cash Collateral:        The Commitment shall not be available for use by
                               the Borrower unless the Court shall have
                               authorized the use by the Borrower and the
                               Guarantors of proceeds of pre-petition collateral
                               that constitutes "cash collateral" (within the
                               meaning of the Bankruptcy Code) in respect of the
                               Primed Liens. The Commitment shall not be
                               available for direct borrowings unless the
                               Borrower shall at that time have the use of such
                               cash collateral for the purposes that are
                               described under "Purpose" above.

Depository Relationship:       JPMCB shall continue to be the principal
                               concentration bank of the Borrower and the
                               Guarantors.

Tranche A Commitment Fee:      3/8 of 1% per annum on the unused amount of the
                               Tranche A Commitment (with the issuance of
                               Letters of Credit being treated as usage of the
                               Commitment) payable monthly in arrears commencing
                               on the date of the commencement of the Cases.

Nature of Fees:                Non-refundable under all circumstances once paid.

Letter of Credit Fees:         2.50% per annum on the outstanding face amount of
                               each Letter of Credit plus customary fees for
                               fronting, issuance, amendments and processing,
                               payable




                                        5



                            
                               quarterly in arrears to the Issuing Lender for
                               its own account.

Interest Rate:                 JPMCB's Alternate Base Rate ("ABR") plus (i),
                               with respect to Tranche A borrowings, 1.50%, (ii)
                               with respect to Tranche B borrowings, 1.50% and
                               (iii) with respect to Tranche C borrowings,
                               2.25%, or, at the Borrower's option, LIBOR plus
                               (x), with respect to Tranche A borrowings, 2.50%,
                               (y) with respect to Tranche B borrowings, 2.50%
                               and (z) with respect to Tranche C borrowings,
                               3.25%, for interest periods of 1, 3 or 6 months;
                               interest shall be payable monthly in arrears, on
                               the Termination Date and thereafter on demand.

Default Interest:              Upon the occurrence and during the continuance of
                               any default in the payment of principal, interest
                               or other amounts due under the Agreement
                               (including, without limitation, in respect of
                               Letters of Credit), interest shall be payable on
                               demand at 2% above the then applicable rate.

Borrowing Base:                The sum of the aggregate outstanding amount of
                               direct Tranche A borrowings plus the undrawn
                               amount of outstanding Tranche A Letters of Credit
                               issued for the account of the Borrower (including
                               unreimbursed draws) plus the aggregate
                               outstanding amount of direct Tranche B Term Loan
                               borrowings shall at no time exceed the Borrowing
                               Base. The Borrowing Base shall be substantially
                               as set forth in the Existing DIP Credit
                               Agreement, and Borrowing Base Certificates shall
                               be delivered as set forth in the Existing DIP
                               Credit Agreement.

Minimum Revolver Borrowing:    $1,000,000 for direct borrowing of ABR Loans and
                               $5,000,000 for direct borrowing of LIBOR Loans;
                               the Administrative Agent must receive three
                               business days' notice (received by the
                               Administrative Agent by 1:00 p.m., New York City
                               time) for LIBOR Loans. Same day borrowings of ABR
                               Loans will be available if notice is received by
                               the Administrative Agent no later than 12:00
                               p.m., New York City time, on such day.

Mandatory Pre-payments and     If on any date the Borrower or any Guarantor
Cash Collateralization:        shall receive Net Cash Proceeds (as defined in
                               the Agreement) from (i) any Asset Sale (as
                               defined in the Agreement) or (ii) any Recovery
                               Event (as defined in the Agreement) (except to
                               the extent that Net Cash Proceeds received in
                               connection with such Recovery Event are applied
                               within 180 days of receipt thereof to the
                               replacement or repair of the assets giving rise
                               thereto), and in each case, the aggregate amount
                               of all Net Cash Proceeds from Asset Sales and
                               Recovery Events received by the Borrower and the
                               Guarantors from Asset Sales and Recovery Events
                               occurring on and after the Closing Date (as
                               defined in the Agreement) exceeds $125,000,000,
                               then (without duplication of any reduction to the
                               Borrowing Base as a result of such Asset Sale or
                               Recovery Event) an amount equal to 66-2/3% of
                               such Net Cash Proceeds received on such date
                               shall be promptly, and in any event, within 10
                               days after such date, at the Company's option,
                               either (i) first, applied to the prepayment of
                               the Tranche B Loans, second, applied to the
                               prepayment of the Tranche A Loans (with a
                               corresponding permanent reduction of the Tranche
                               A Commitments) and third, subsequent to the
                               repayment in full of the outstanding Loans under
                               the Revolving Facility and the Tranche B Term
                               Loan, the replacement, termination or cash
                               collateralization of all Letters of Credit and
                               the termination of all commitments under the
                               Revolving Facility (the "First Priority Payout
                               Date") and to the extent permitted by the
                               Approval Order, applied to the prepayment of the
                               Tranche C Term Loan or (ii) deposited into a cash
                               collateral account maintained with the
                               Administrative Agent for the benefit of the
                               holders of liens and claims granted under the
                               Approval Order in the order of priority set forth
                               therein; provided that the Borrower shall be
                               permitted to request approval of the Bankruptcy
                               Court to use such proceeds in accordance




                                        6



                            
                               with Section 363 of the Bankruptcy Code so long
                               as such uses are permitted under the Agreement
                               and subject to the rights of parties in interest
                               to contest such request.

                               Mandatory prepayments shall also be required to
                               the extent that the sum of the Borrower's direct
                               Tranche A borrowings plus the undrawn amount of
                               outstanding Tranche A Letters of Credit
                               (including unreimbursed draws) plus the aggregate
                               outstanding amount of direct Tranche B Term Loan
                               borrowings exceeds the lesser of (x) the
                               Borrowing Base and (y) the aggregate Commitment
                               in respect of the First Priority Facilities. If,
                               after giving effect to any such prepayment in
                               full of direct borrowings under the First
                               Priority Facilities, the sum of the undrawn
                               amount of outstanding Letters of Credit
                               (including unreimbursed draws) exceeds either the
                               amount calculated in clause (x) or clause (y)
                               above, Cash Collateralization in the Letter of
                               Credit Account is required in the amount of such
                               excess.

Optional Prepayment:           Amounts may be prepaid in integral multiples of
                               $1,000,000 without penalty (except for any
                               breakage costs associated with LIBOR Loans) upon
                               (x) same business day's notice for ABR Loans and
                               (y) three business days' notice for LIBOR Loans.
                               Such optional prepayments shall be applied (A)
                               first, at the Company's option, to (i) repay the
                               outstanding Loans under the Revolving Facility
                               (with no corresponding permanent reduction in the
                               Revolving Facility Commitment) and (ii) repay the
                               Tranche B Term Loan and (B) second, subsequent to
                               the First Priority Payout Date and to the extent
                               permitted by the Approval Order, to repay the
                               Tranche C Term Loan.

Conditions of Initial          The obligation to provide the initial extension
Extension of Credit:           of credit shall be subject to the satisfaction
                               (or waiver) of the following conditions:

                               (a)  Entry of an order of the Court in
                                    substantially the form set forth as an
                                    Exhibit to the Agreement (the "Approval
                                    Order") on an application or motion by the
                                    Borrower that is reasonably satisfactory in
                                    form and substance to the Agents, which
                                    Approval Order shall have been entered,
                                    approving the transactions contemplated
                                    herein and granting the superpriority claim
                                    status and senior priming and other liens
                                    referred to above, which Approval Order (x)
                                    shall authorize the use of any cash
                                    collateral to the same extent as under the
                                    Existing DIP Order and provide for adequate
                                    protection in favor of the Primed Parties as
                                    set forth under "Conditions to Priming and
                                    Use of Cash Collateral" above, (y) shall
                                    approve the payment by the Borrower of all
                                    of the fees provided for herein and the Fee
                                    Letters referred to below and (z) shall not
                                    have been vacated, reversed, modified,
                                    amended or stayed;

                               (b)  Receipt of closing documents (including
                                    security documents granting the liens in
                                    favor of the Administrative Agent
                                    contemplated hereby) reasonably satisfactory
                                    in form and substance to the Agents;

                               (c)  Legal opinion of counsel to the Borrower and
                                    the Guarantors in form and substance
                                    reasonably satisfactory to the Agents;

                               (d)  Receipt of such UCC searches (including tax
                                    liens and judgments) conducted in the
                                    jurisdictions in which the Borrower and the
                                    Guarantors are organized and conduct
                                    business as the Agent may reasonably request
                                    and as may reasonably be obtained (dated as
                                    of a date reasonably satisfactory to the
                                    Agents), reflecting the absence of




                                        7



                            
                                    liens and encumbrances on the assets of the
                                    Borrower and the Guarantors except as
                                    permitted under the Agreement and as may
                                    otherwise be reasonably satisfactory to the
                                    Agents;

                               (e)  There shall have been paid to the Agents all
                                    fees owed to the Agents, the Lenders and the
                                    Arrangers/Bookrunners as set forth in the
                                    Agreement and each Fee Letter dated the date
                                    hereof among the Company, each Lead Lender
                                    and its affiliated Arranger/Bookrunner
                                    (collectively, the "Fee Letters") and
                                    otherwise as referenced herein; and

                               (f)  All corporate and judicial proceedings and
                                    all instruments and agreements in connection
                                    with the transactions among the Borrower,
                                    the Guarantors, the Administrative Agent and
                                    the Lenders contemplated by the Agreement
                                    shall be reasonably satisfactory in form and
                                    substance to the Administrative Agent and
                                    the Administrative Agent shall have received
                                    all information and copies of all documents
                                    or papers reasonably requested by the
                                    Administrative Agent.

Conditions of Each Extension   The obligation to provide each extension of
of Credit:                     credit (including the initial extension of
                               credit) shall be subject to the satisfaction (or
                               waiver) of the following conditions:

                               (a)  The Approval Order shall be in full force
                                    and effect, and shall not have been vacated,
                                    reversed, modified, amended or stayed, or
                                    modified or amended in a manner that the
                                    Agents reasonably determine to be adverse to
                                    the interests of the Agents and the Lenders
                                    without the prior written consent of the
                                    Administrative Agent and the Required
                                    Lenders;

                               (b)  No Event of Default and no condition which
                                    would constitute an Event of Default with
                                    the giving of notice or lapse of time or
                                    both shall exist;

                               (c)  Representations and warranties shall be true
                                    and correct in all material respects on and
                                    at the date of each extension of credit
                                    except to the extent such representations
                                    and warranties relate to an earlier date;

                               (d)  Receipt of a notice of borrowing from the
                                    Borrower;

                               (e)  Receipt by the Administrative Agent of a
                                    certificate evidencing calculations under
                                    the Borrowing Base (a "Borrowing Base
                                    Certificate") dated no more than 30 days
                                    prior to the extension of credit (or seven
                                    (7) days during a Reduced Availability
                                    Period (as defined in the Agreement)), which
                                    Borrowing Base Certificate shall include
                                    supporting schedules as reasonably required
                                    by the Administrative Agent; and

                               (f)  The Borrower shall have paid the balance of
                                    all fees then payable as referenced in the
                                    Fee Letters and herein.

                                    The request by the Borrower for, and the
                                    acceptance by the Borrower of, each
                                    extension of credit under the Agreement
                                    shall be deemed to be a representation and
                                    warranty by the Borrower that the conditions
                                    specified above have been satisfied or
                                    waived.

Representations and            Substantially as set forth in the Existing DIP
Warranties:                    Credit Agreement (with such modifications as may
                               be necessary or appropriate to reflect the
                               different




                                        8



                            
                               circumstances of this Facility).

Affirmative Covenants:         Substantially as set forth in the Existing DIP
                               Credit Agreement (with such modifications as may
                               be necessary or appropriate to reflect the
                               different circumstances of this Facility).

Negative Covenants:            Substantially as set forth in the Existing DIP
                               Credit Agreement (with such modifications as may
                               be necessary or appropriate to reflect the
                               different circumstances of this Facility).

Events of Default:             Substantially as set forth in the Existing DIP
                               Credit Agreement (with such modifications as may
                               be necessary or appropriate to reflect the
                               different circumstances of this Facility).

Yield Protection and           Customary provisions (a) protecting the Lenders
Increased Costs; Taxes:        against increased costs or loss of yield
                               resulting from changes in reserve, tax, capital
                               adequacy and other requirements of law and from
                               the imposition of or changes in withholding or
                               other taxes and (b) indemnifying the Lenders for
                               "breakage costs" incurred in connection with,
                               among other things, any prepayment of a LIBOR
                               Loan on a day other than the last day of an
                               interest period with respect thereto.

Costs and Expenses;            The Borrower shall pay or reimburse the Agents
Indemnification:               and the Arrangers/Bookrunners (a) all reasonable
                               out-of-pocket fees and expenses of the Agents and
                               Arrangers/Bookrunners associated with the
                               syndication of the facilities contemplated hereby
                               and the preparation, execution, delivery and
                               administration of the Agreement and related
                               documentation and any amendment, modification or
                               waiver of the provisions thereof (including the
                               reasonable fees, disbursements and other charges
                               of one lead counsel and local counsel) and (b)
                               all fees and expenses of the Agents (including
                               the fees, disbursement and other charges of
                               counsel) and the Lenders in connection with the
                               enforcement of the Agreement and related
                               documentation.

                               The Borrower shall also pay or reimburse the
                               Agents and Arrangers/Bookrunners for reasonable
                               fees and expenses of the Agents and
                               Arrangers/Bookrunners and their internal and
                               third-party auditors, appraisers and consultants
                               incurred in connection with the Agent's (a)
                               initial and ongoing Borrowing Base examinations,
                               (b) analyses of the systems and processes of the
                               Borrower and analyses and valuation of the
                               Borrowing Base assets, (c) periodic field
                               examinations and appraisals, (d) monthly and
                               other monitoring of assets and (e) all reasonable
                               fees and expenses in connection with the
                               issuance, amendment, renewal or extension of any
                               Letter of Credit.

                               All payments or reimbursements pursuant to the
                               foregoing paragraphs shall be payable promptly
                               upon written demand (together with backup
                               documentation supporting such reimbursement
                               request).

                               The Agents, the Arrangers/Bookrunners and the
                               Lenders (and their respective affiliates and
                               their respective officers, directors, employees,
                               advisors and agents) will have no liability for,
                               and will be indemnified and held harmless
                               against, any loss, liability, claims, damages or
                               expense (including reasonable fees, charges, and
                               disbursements of any counsel) incurred in respect
                               of the financing contemplated hereby or the use
                               or the proposed use of proceeds thereof (except
                               resulting from the bad faith, gross negligence or
                               willful misconduct of the indemnified person as
                               determined by a court of competent jurisdiction
                               by final




                                        9



                            
                               and nonappealable judgment).

Assignments and                Agreement and Notes to be assignable by each of
Participations:                the Lenders to Eligible Assignees (as defined in
                               the Agreement) subject to a minimum amount
                               (unless otherwise agreed to by the Administrative
                               Agent) of $1,000,000. Each assignment shall be
                               (i) subject to the prior written consent (not to
                               be unreasonably withheld) of (x) the
                               Administrative Agent, (y) in the case of an
                               assignment of a Revolving Facility Commitment,
                               the Issuing Lender, and (z) if after giving
                               effect to such assignment, the assignee lender
                               would have unused commitments and outstanding
                               Loans equal to ten percent (10%) or more of the
                               aggregate amount of the Facility, and so long as
                               no Event of Default has occurred and is
                               continuing, the Borrower and (ii) in the case of
                               any assignment to a new lender after the primary
                               syndication, made in consultation with the
                               Borrower. The Administrative Agent will receive a
                               processing and recordation fee of $3,500 from
                               each assignee with each assignment. Each
                               assignment will be by novation. Each Lender shall
                               have the right to sell participations in its
                               loans, subject to customary voting limitations.
                               Assignees and participants shall be entitled to
                               the benefit of the yield protection and increased
                               cost provisions referred to above only through
                               proper notification to the Borrower and
                               acceptance of the limitations imposed by the
                               Agreement.

Voting:                        Required Lenders (defined to mean Lenders holding
                               at least a majority of the sum of the Revolving
                               Facility Commitments plus outstanding borrowings
                               under the Tranche B Term Loan), except as may be
                               otherwise determined by the Agent and set forth
                               in the Agreement. The Agreement will provide that
                               if the Borrower requests an amendment which
                               requires unanimous consent and such amendment is
                               consented to by the Lenders holding at least
                               66-2/3% of (x) the sum of the Revolving Facility
                               Commitments plus outstanding borrowings under the
                               Tranche B Term Loan, (y) the sum of the Revolving
                               Facility Commitments plus outstanding borrowings
                               under the Tranche B Term Loan plus outstanding
                               borrowings under the Tranche C Term Loan and (z)
                               the affected tranche, if applicable, then with
                               the consent of the Borrower and such requisite
                               Lenders, the Agreement may be amended to replace
                               the Lender(s) which did not consent to the
                               amendment requested by the Borrower.

Agency:                        Usual and customary agency provisions
                               satisfactory to the Agents.

Documentation:                 Reasonably satisfactory in form and substance to
                               the Agents and the Borrower.

Governing Law:                 New York, except as governed by the Bankruptcy
                               Code.

Counsel to the                 Davis Polk & Wardwell
Administrative Agent and
Arrangers/Bookrunners:




                                       10

EX-99.E

                                                                   Exhibit 99(e)

                                                             [EXECUTION VERSION]

December 18, 2006

Delphi Corporation
5725 Delphi Drive
Troy, MI 48098

Attn: Robert S. "Steve" Miller
      Chairman and Chief Executive Officer

Re: Proposed Investment in Delphi Corporation

Dear Mr. Miller:

     As you know, the signatories hereto have been engaged in discussions with
Delphi Corporation ("Delphi" or the "Company") and various other parties in
interest in the jointly administered chapter 11 cases (the "Chapter 11 Cases")
pending in the United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court") with respect to Delphi and certain of its
subsidiaries (collectively, the "Debtors") regarding a potential global
resolution of the Chapter 11 Cases that would be implemented pursuant to a plan
of reorganization for the Debtors (the "Plan") and be funded in part by an
equity investment in Delphi (the "Investment").

     Pursuant to the Company's request, the undersigned severally, not jointly,
submit this proposal (the "Proposal") to make the Investment on the terms and
subject to the conditions contained in the attached form of Equity Purchase and
Commitment Agreement (the "Investment Agreement"). Upon the entry by the
Bankruptcy Court of the Initial Approval Order (as defined and described below)
and the other conditions described in this letter, the undersigned will
severally, not jointly, enter into the Investment Agreement and each of A-D
Acquisition Holdings, LLC, Dolce Investments LLC and Harbinger Del-Auto
Investment Company, Ltd. will deliver an Equity Commitment Letter in the form
attached hereto. Our several obligations to enter into the Investment Agreement,
however, are subject to your using your commercially reasonable efforts to have
the Bankruptcy Court enter the Initial Approval Order by, among other things:
(a) preparing and filing with the Bankruptcy Court, no later than December 18,
2006, the Initial Motion referred to in the Plan Framework Support Agreement
(the "Plan Support Agreement"); and (b) using commercially reasonable efforts
to obtain a hearing on the Initial Motion on or before January 5, 2007.

     The undersigned and their advisors have devoted substantial time and
resources to preparing this Proposal. We appreciate the significant amount of
time and resources that Delphi has dedicated to assist our teams in developing a
deeper understanding of the Company's business. Based on this work, the
undersigned are (1) prepared to proceed expeditiously to complete our business,
accounting and legal due diligence review of the Company, and (2) take
appropriate action to move forward toward the full formulation and
implementation of the transactions contemplated by the Investment Agreement and
the Plan Support Agreement, including engaging in the preparation and
negotiation of additional definitive documents as



contemplated thereby and supporting the Debtors' efforts to obtain entry of the
Initial Approval Order.

     This Proposal is subject to, and expressly conditioned on, (1) the
execution and delivery by all signatories thereto of the Investment Agreement
and Plan Support Agreement in the form attached to this letter and (2) the entry
by the Bankruptcy Court of an order, in form and substance reasonably
satisfactory to each of us (the "Initial Approval Order"): (a) approving, and
authorizing the Debtors to enter into and perform their obligations under the
Investment Agreement, (b) authorizing the payment of the Commitment Fees, the
Alternate Transaction Fee and Transaction Expenses (as such terms are defined in
the Investment Agreement) on the terms and subject to the conditions set forth
in the Investment Agreement, (c) approving, and authorizing the Debtors to enter
into, the Plan Support Agreement and (d) determining that the parties' entry
into, and performance of their obligations under, the Plan Support Agreement
does not violate the Bankruptcy Code and does not give rise to any claim or
remedy against the parties, and shall not cause the vote of any party agreeing
to vote to accept the Plan pursuant to the Plan Support Agreement to be
disregarded.

     This Proposal will remain open until 5:00 p.m., Eastern Standard Time on
December 18, 2006, at which point it will expire unless Delphi has filed a
motion, in form and substance reasonably acceptable to us, seeking entry by the
Bankruptcy Court of the Initial Approval Order and requesting a hearing on such
motion on or before January 5, 2007. In addition, even if accepted by Delphi
this Proposal shall terminate and be of no further force of effect if, on or
before January 22, 2007: (1) the Initial Approval Order has not been entered by
the Bankruptcy Court, (2) the Investment Agreement has not been executed and
delivered to us by Delphi, or (3) any of the undersigned determines in its sole
discretion that either (a) the conditions to the obligations of the undersigned
contained in the Investment Agreement are incapable of being satisfied or (b)
the undersigned is entitled to exercise a termination right contained in the
Investment Agreement.

                                     * * * *


                                        2



     Based on our work to date, we are very enthusiastic about Delphi and look
forward to pursuing the transactions contemplated by the Investment Agreement
and the Plan Support Agreement to an expeditious and mutually successful
conclusion.

                                        A-D ACQUISITION HOLDINGS, LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        HARBINGER DEL-AUTO INVESTMENT
                                        COMPANY, LTD.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DOLCE INVESTMENTS LLC

                                        By: Cerberus Capital Management L.P.,
                                            it's Managing Member


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MERRILL LYNCH, PIERCE,
                                        FENNER & SMITH INCORPORATED


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        UBS SECURITIES LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        3



                    Equity Purchase and Commitment Agreement



                    EQUITY PURCHASE AND COMMITMENT AGREEMENT

          THIS EQUITY PURCHASE AND COMMITMENT AGREEMENT (this "Agreement"),
dated as of January __, 2007, is made by and among A-D Acquisition Holdings,
LLC, a limited liability company formed under the laws of the State of Delaware
("ADAH"), Harbinger Del-Auto Investment Company, Ltd., an exempted company
incorporated in the Cayman Islands ("Harbinger"), Dolce Investments LLC
("Dolce"), a limited liability company formed under the laws of the State of
Delaware, Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware
corporation ("Merrill"), UBS Securities LLC, a Delaware limited liability
company ("UBS"), and Delphi Corporation, a Delaware corporation (as a
debtor-in-possession and a reorganized debtor, as applicable, the "Company").
ADAH, Harbinger, Dolce, Merrill and UBS are each individually referred to herein
as an "Investor" and collectively as the "Investors". Capitalized terms used in
the agreement have the meanings assigned thereto in the sections indicated on
Schedule 1 hereto.

          WHEREAS, the Company and certain of its subsidiaries and affiliates
(the "Debtors") commenced jointly administered cases (the "Chapter 11 Cases")
under United States Bankruptcy Code, 11 U.S.C. Sections 101-1330, as amended and
in effect on October 8, 2005 (the "Bankruptcy Code") in the United States
Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court");

          WHEREAS, the Company intends to propose and submit to the Bankruptcy
Court for its approval a plan of reorganization for the Debtors that is
consistent with this Agreement and the PSA;

          WHEREAS, the Company has requested that the Investors participate in
the plan of reorganization, and the Investors are willing to participate in the
plan of reorganization, on the terms and subject to the conditions contained in
this Agreement;

          WHEREAS, the Company has filed a motion and supporting papers (the
"Initial Approval Motion") seeking an order of the Bankruptcy Court (the
"Initial Approval Order") (i) approving and authorizing the Company to enter
into this Agreement, (ii) authorizing the payment of the Commitment Fees, the
Alternate Transaction Fee and the Transaction Expenses provided for herein, and
(iii) approving and authorizing the Company to enter into the PSA, and the
Bankruptcy Court has entered the Initial Approval Order; and

          WHEREAS, each of Appaloosa Management L.P., Harbinger Capital Partners
Master Fund I, Ltd. and Cerberus Capital Management, L.P. (collectively, the
"Commitment Parties") will provide, on the date hereof, commitment letters
addressed to ADAH, Harbinger, and Dolce, respectively, and the Company whereby
each Commitment Party will confirm its commitment to provide equity financing to
ADAH, Harbinger and Dolce, respectively, on the terms and subject to the
limitations set forth in the commitment letters.



          NOW, THEREFORE, in consideration of the mutual promises, agreements,
representations, warranties and covenants contained herein, each of the parties
hereto hereby agrees as follows:

1.   Rights Offering

     (a)  The Company proposes to offer and sell shares of its new common stock,
          par value $0.01 per share (the "New Common Stock"), pursuant to a
          rights offering (the "Rights Offering") whereby the Company will
          distribute at no charge to each holder (each, an "Eligible Holder") of
          Common Stock, including, to the extent applicable, the Investors, that
          number of rights (each, a "Right") in respect of shares of Common
          Stock outstanding and held of record as of the close of business on a
          record date (the "Record Date") to be set by the Board of Directors of
          the Company that will enable each Eligible Holder to purchase up to
          its pro rata portion of 56,700,000 shares in the aggregate of New
          Common Stock (each, a "Share") at a purchase price of $35.00 per Share
          (the "Purchase Price").

     (b)  The Company will conduct the Rights Offering pursuant to a plan of
          reorganization of the Debtors (such plan of reorganization, the
          "Plan"), which shall reflect the Company's proposed restructuring
          transactions described in this Agreement, the Summary of Terms of
          Preferred Stock attached hereto as Exhibit A (the "Preferred Term
          Sheet") and the Plan Framework Support Agreement attached hereto as
          Exhibit B (the "PSA").

     (c)  The Rights Offering will be conducted as follows:

          (i)  On the terms and subject to the conditions of this Agreement and
               subject to applicable law, the Company shall offer Shares for
               subscription by holders of Rights as set forth in this Agreement.

          (ii) As soon as practicable following the entry of an order by the
               Bankruptcy Court approving the Disclosure Statement (the
               "Disclosure Statement Approval Date") and the effectiveness under
               the Securities Act of 1933, as amended (the "Securities Act"), of
               the Rights Offering Registration Statement to be filed with the
               Securities and Exchange Commission (the "Commission") relating to
               the Rights Offering, the Company shall issue to each Eligible
               Holder, Rights to purchase up to its pro rata portion of
               56,700,000 Shares in the aggregate and distribute simultaneously
               the ballot form(s) (the "Ballots") in connection with the
               solicitation of acceptances of the Plan (the date of such
               distribution, the "Distribution Date"). The Company will be
               responsible for effecting the distribution of certificates
               representing the Rights, the Rights Offering Prospectus and any
               related materials to each Eligible Holder. The Ballots shall
               provide a place whereby each Eligible Holder may indicate its
               commitment to exercise its Rights.


                                       -2-



          (iii) The Rights may be exercised during a period (the "Rights
               Exercise Period") commencing on the Distribution Date and ending
               at the Expiration Time. The Rights shall be transferable.
               "Expiration Time" means the date and time by which holders of
               claims or interests are entitled to vote on the Plan (or if such
               day is not a Business Day, the next Business Day), or such later
               date and time as the Company, subject to the prior written
               approval of each of ADAH and Dolce, may specify in a notice
               provided to the Investors before 9:00 a.m., New York City time,
               on the Business Day before the then-effective Expiration Time.
               The Company shall use its reasonable best efforts to cause the
               effective date of the Plan (the "Effective Date") to occur as
               promptly as reasonably practicable after the Expiration Time and
               the Confirmation Hearing. For the purpose of this Agreement,
               "Business Day" means each Monday, Tuesday, Wednesday, Thursday
               and Friday that is not a day on which banking institutions in New
               York City are generally authorized or obligated by law or
               executive order to close. Each Eligible Holder who wishes to
               exercise all or a portion of its Rights shall (i) during the
               Rights Exercise Period return a duly executed Ballot to a
               subscription agent reasonably acceptable to the Company and each
               of ADAH and Dolce (the "Subscription Agent") electing to
               exercise all or a portion of the Rights held by such Eligible
               Holder and (ii) pay an amount equal to the full Purchase Price of
               the number of Shares that the Eligible Holder elects to purchase
               by wire transfer of immediately available funds by a specified
               date reasonably in advance of the date on which the hearing to
               confirm the Plan is scheduled to commence (the "Confirmation
               Hearing") to an escrow account established for the Rights
               Offering.

          (iv) Unless otherwise required by ADAH and Dolce, there will be no
               over-subscription rights provided in connection with the Rights
               Offering.

          (v)  As soon as reasonably practicable following the Effective Date,
               the Company will issue to each Eligible Holder who validly
               exercised its Rights the number of Shares to which such Eligible
               Holder is entitled based on such exercise.

          (vi) The Company hereby agrees and undertakes to give each Investor by
               electronic facsimile transmission the certification by an
               executive officer of the Company of either (i) the number of
               Shares elected to be purchased by Eligible Holders pursuant to
               validly exercised Rights, the aggregate Purchase Price therefor,
               the number of Unsubscribed Shares and the aggregate Purchase
               Price therefor (a "Purchase Notice") or (ii) in the absence of
               any Unsubscribed Shares, the fact that there are no Unsubscribed
               Shares and that the commitment set forth in Section 2(a)(iv) is
               terminated (a "Satisfaction Notice") as soon as practicable after
               the Expiration Time and, in any event, reasonably in advance of
               the Closing Date (the date of transmission of confirmation of a
               Purchase Notice or a Satisfaction Notice, the "Determination
               Date").


                                       -3-



2.   The Commitment; Fees and Expenses.

     (a)  On the terms and subject to the conditions set forth in this
          Agreement:

          (i)  each Investor agrees, severally and not jointly, to subscribe for
               and purchase, or cause one or more Related Purchasers pursuant to
               the following paragraph and otherwise in accordance with this
               Agreement to subscribe for and purchase, and the Company agrees
               to sell and issue, on the Closing Date (A) for the Purchase Price
               per Share, each Investor's proportionate share of 6,300,000
               Shares as is set forth opposite such Investor's name on Schedule
               2 hereto (the "Direct Subscription Shares") and (B) for the
               Purchase Price per Share, that number of shares of Series B
               Senior Convertible Preferred Stock, par value $0.01 per share
               (the "Series B Preferred Stock"), as is set forth opposite such
               Investor's name on Schedule 2 hereto, which shares shall be
               created pursuant to a Certificate of Designation (the "Series B
               Certificate of Designations") that is consistent with the terms
               set forth in the Preferred Term Sheet and, to the extent they
               have a material impact on the Investors' proposed investment in
               the Company, are reasonably satisfactory to each of ADAH and
               Dolce; provided that prior to the Due Diligence Expiration Date,
               such terms shall be satisfactory to each of ADAH and Dolce in its
               sole discretion;

          (ii) Dolce agrees to subscribe for and purchase, or cause one or more
               Related Purchasers pursuant to the following paragraph and
               otherwise in accordance with this Agreement to subscribe for and
               purchase, and the Company agrees to sell, on the Closing Date,
               for the Purchase Price per share, 8,571,429 shares of Series A-1
               Senior Convertible Preferred Stock, par value $0.01 per share
               (the "Series A-1 Preferred Stock"), which shares shall be created
               pursuant to a Certificate of Designations (the "Series A-1
               Certificate of Designations") that is consistent with the terms
               set forth in the Preferred Term Sheet and with such other terms
               that, to the extent they have a material impact on the Investors'
               proposed investment in the Company, are reasonably satisfactory
               to each of ADAH and Dolce; provided, that prior to the Due
               Diligence Expiration Date, such other terms shall be satisfactory
               to each of ADAH and Dolce in its sole discretion;

          (iii) ADAH agrees to subscribe for and purchase, or cause one or more
               Related Purchasers pursuant to the following paragraph and
               otherwise in accordance with this Agreement to subscribe for and
               purchase, and the Company agrees to sell, on the Closing Date,
               for the Purchase Price per share, 8,571,429 shares of Series A-2
               Senior Convertible Preferred Stock, par value $0.01 per share
               (the "Series A-2 Preferred Stock", and together with the Series
               A-1 Preferred Stock, the "Series A Preferred Stock", which shares
               shall be created pursuant to a Certificate of Designations (the
               "Series A-2 Certificate of Designations") that is consistent with
               the terms set forth in the Preferred Term Sheet and with such
               other terms that, to the


                                       -4-



               extent they have a material impact on the Investors' proposed
               investment in the Company, are reasonably satisfactory to each of
               ADAH and Dolce; provided, that prior to the Due Diligence
               Expiration Date, such other terms shall be satisfactory to each
               of ADAH and Dolce in its sole discretion; and

          (iv) each Investor agrees, severally and not jointly, to purchase, or
               cause one or more Related Purchasers pursuant to the following
               paragraph and otherwise in accordance with this Agreement to
               purchase, on the Closing Date, and the Company agrees to sell for
               the Purchase Price per Share that number of Shares issuable
               pursuant to the aggregate number of Rights that were not properly
               exercised by the Eligible Holders thereof during the Rights
               Exercise Period, in proportion to the Investor's share of the
               Direct Subscription Shares (such Shares in the aggregate, the
               "Unsubscribed Shares"), rounded among the Investors as they may
               determine, in their sole discretion, to avoid fractional shares.

          In connection with each of clauses (i) through (iv) above, prior to
          the filing of the Rights Offering Registration Statement with the
          Commission, each Investor shall have the right to arrange for one or
          more of its Affiliates (each, a "Related Purchaser") to purchase
          Investor Shares, by written notice to the Company, which notice shall
          be signed by the Investor and each Related Purchaser, shall contain
          the Related Purchaser's agreement to be bound by this Agreement and
          shall contain a confirmation by the Related Purchaser of the accuracy
          with respect to it of the representations set forth in Section 4;
          provided, that the total number of Investors, Related Purchasers and
          Ultimate Purchasers shall not exceed the Maximum Number. The "Maximum
          Number" shall be 35 unless the Company consents to a higher number,
          such consent not to be unreasonably withheld; provided, that, nothing
          in this Agreement shall limit or restrict in any way any Investor's
          ability to transfer or otherwise dispose of any Investor's Shares or
          any interests therein after the Closing Date pursuant to an effective
          registration statement under the Securities Act or an exemption from
          the registration requirements thereunder and subject to applicable
          state securities laws. The Investors agree that each Related Purchaser
          will be a "Qualified Institutional Buyer" under Rule 144A of the
          Securities Act.

          The Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the
          Series B Preferred Stock are referred to herein collectively as the
          "Preferred Shares". The Unsubscribed Shares, the Direct Subscription
          Shares and the Preferred Shares are referred to herein collectively as
          the "Investor Shares". The term "Affiliate" shall have the meaning
          ascribed to such term in Rule 12b-2 under the Securities Exchange Act
          of 1934 in effect on the date hereof.

     (b)  Upon the occurrence of an Investor Default or a Limited Termination,
          within five (5) Business Days of the occurrence of such Investor
          Default or Limited Termination, the Investors (other than any
          non-purchasing Investor) shall have the right to agree to purchase on
          the Closing Date, in the case of Limited Termination, or to purchase,
          in the case of an Investor Default (or, in either case, arrange for
          the purchase through a Related Purchaser pursuant to Section 2(a) or
          an Ultimate Purchaser pursuant to Section 2(k)),


                                       -5-



          all but not less than all, of the Available Investor Shares on the
          terms and subject to the conditions set forth in this Agreement and in
          such proportions as determined by the Investors in their sole
          discretion (an "Alternative Financing"); provided, that only in the
          case of a Limited Termination, to the extent that a Limited
          Termination is attributable to any Investor other than Dolce, ADAH
          will be required within ten (10) Business Days of the occurrence of
          such Limited Termination to agree to purchase on the Closing Date (or
          arrange for the purchase through a Related Purchaser pursuant to
          Section 2(a) or an Ultimate Purchaser pursuant to Section 2(k)) any
          Available Investor Shares attributable to the Limited Termination and
          not otherwise purchased pursuant to the Alternative Financing (unless
          ADAH has otherwise terminated this Agreement in accordance with its
          terms); provided, further, that the total number of Investors, Related
          Purchasers and Ultimate Purchasers pursuant to this Agreement shall
          not exceed the Maximum Number. The term "Investor Default" shall mean
          the breach by any Investor of its obligation to purchase any Investor
          Shares which it is obligated to purchase under this Agreement. The
          term "Available Investor Shares" shall mean any Investor Shares which
          any Investor is not purchasing as a result of an Investor Default or
          Limited Termination. The exercise by any Investor of the right to
          purchase (or arrange a purchase of) any Available Investor Shares
          shall not relieve any defaulting Investor of any obligation to each
          other Investor or the Company of such defaulting Investor's breach of
          this Agreement.

     (c)  As soon as practicable after the Expiration Time, and in any event
          reasonably in advance of the Closing Date, the Company will provide a
          Purchase Notice or a Satisfaction Notice to each Investor as provided
          above, setting forth a true and accurate determination of the
          aggregate number of Unsubscribed Shares, if any; provided, that on the
          Closing Date, on the terms and subject to the conditions in this
          Agreement, the Investors will purchase, and the Company will sell,
          only such number of Unsubscribed Shares as are listed in the Purchase
          Notice, without prejudice to the rights of the Investors to seek later
          an upward or downward adjustment if the number of Unsubscribed Shares
          in such Purchase Notice is inaccurate.

     (d)  Delivery of the Investor Shares will be made by the Company to the
          account of each Investor (or to such other accounts as any Investor
          may designate in accordance with this Agreement) at 10:00 a.m., New
          York City time, on the Effective Date (the "Closing Date") against
          payment of the aggregate Purchase Price for the Investor Shares by
          wire transfer of immediately available funds in U.S. dollars to the
          account specified by the Company to the Investors at least 24 hours
          prior to the Closing Date.

     (e)  All Investor Shares will be delivered with any and all issue, stamp,
          transfer, sales and use, or similar Taxes or duties payable in
          connection with such delivery duly paid by the Company.


                                       -6-



     (f)  The documents to be delivered on the Closing Date by or on behalf of
          the parties hereto and the Investor Shares will be delivered at the
          offices of White & Case LLP, 1155 Avenue of the Americas, New York,
          New York 10036 on the Closing Date.

     (g)  Subject to the provisions of Sections 2(a), 2(b) and 2(k) hereof, any
          Investor may designate that (i) some or all of the Investor Shares be
          issued in the name of, and delivered to, one or more Related
          Purchasers and (ii) some or all of the Unsubscribed Shares, Direct
          Subscription Shares or shares of Series B Preferred Stock be issued in
          the name of, and delivered to, one or more Ultimate Purchasers.

     (h)  On the basis of the representations and warranties herein contained,
          the Company shall pay the following fees to the Investors in
          accordance with Section 2(i) or 12(h), as the case may be:

          (i)  an aggregate commitment fee of twenty-one million dollars
               ($21,000,000) to be paid to the Investors in proportion to their
               undertakings herein relative to Preferred Shares as set forth in
               Schedule 2 (the "Preferred Commitment Fee");

          (ii) an aggregate commitment fee of fifty-five million one-hundred
               twenty-five thousand dollars ($55,125,000) to be paid to the
               Investors as set forth in Schedule 2 to compensate the Investors
               for their undertakings herein relative to Investor Shares other
               than Preferred Shares (the "Standby Commitment Fee" and together
               with the Preferred Commitment Fee, the "Commitment Fees"); and

          (iii) an Alternate Transaction Fee, if any, which shall be paid by the
               Company as provided in Section 12(h).

     (i)  $10 million of the Commitment Fees shall be paid on the first Business
          Day following the first date that either (A) each of ADAH and Dolce
          has waived in writing the due diligence termination right contained in
          Section 12(d)(ii) or (B) the due diligence termination right contained
          in Section 12(d)(ii) has expired in accordance with its terms, and
          $28,062,500, representing the balance of the first fifty percent (50%)
          of the Commitment Fees, on the first Business Day following the date
          that each of ADAH and Dolce notify the Company in writing that each of
          them has approved the GM Settlement. The balance of $38,062,500,
          representing the remaining fifty percent (50%) of the Commitment Fees,
          shall be paid on the first Business Day following the Disclosure
          Statement Approval Date. Payment of the Commitment Fees and the
          Alternate Transaction Fee, if any, will be made by wire transfer of
          immediately available funds in U.S. dollars to the account specified
          by each Investor to the Company at least 24 hours prior to such
          payment. The Commitment Fees and the Alternate Transaction Fee, if
          any, will be nonrefundable and non-avoidable when paid. The provision
          for the payment of the Commitment Fees is an integral part of the
          transactions contemplated by this Agreement and without this provision
          the Investors would not have entered into


                                       -7-



          the Agreement and such Commitment Fees shall constitute an allowed
          administrative expense of the Company under Section 503(b)(1) and
          507(a)(1) of the Bankruptcy Code.

     (j)  The Company will reimburse or pay, as the case may be, the
          out-of-pocket costs and expenses reasonably incurred by each Investor
          or its Affiliates (which, for the avoidance of doubt, shall not
          include any Ultimate Purchaser) to the extent incurred on or before
          the Effective Date (and reasonable post-closing costs and expenses
          relating to the closing), including reasonable fees, costs and
          expenses of counsel to each of the Investors or its Affiliates, and
          reasonable fees, costs and expenses of any other professionals
          retained by any of the Investors or its Affiliates in connection with
          the transactions contemplated hereby (including investigating,
          negotiating and completing such transactions) and the Chapter 11 Cases
          and other judicial and regulatory proceedings related to such
          transactions and the Chapter 11 Cases other than costs and expenses
          relating to any transactions with Ultimate Purchasers and, with
          respect to expenses that would not otherwise be incurred by the
          related Investor, Related Purchasers (collectively, "Transaction
          Expenses"), from and after the commencement of negotiations between
          such Investor or its Affiliates and the Company with respect to its
          non-disclosure agreements in connection with the Chapter 11 Cases
          and/or the transactions contemplated hereby, or in the case of UBS and
          Merrill, from and after July 30, 2006, in the following manner:

          (i)  to the extent Transaction Expenses are or were incurred prior to
               December 1, 2006, such Transaction Expenses, in an amount not to
               exceed $13,000,000 (which amount does not include Transaction
               Expenses incurred by ADAH or its Affiliates on or prior to May
               17, 2006 in an amount not to exceed $5,000,000), shall be paid
               promptly upon the Bankruptcy Court's entry of the Initial
               Approval Order; provided, that Transaction Expenses incurred by
               ADAH or its Affiliates on or prior to May 17, 2006 in an amount
               not to exceed $5,000,000 shall be paid if and when the effective
               date of any plan of reorganization for the Company occurs and
               only if such plan results in holders of Common Stock receiving
               any recovery under such plan;

          (ii) to the extent Transaction Expenses are incurred by any Investor
               on or after December 1, 2006, such Transaction Expenses shall be
               paid promptly upon submission to the Company of summary
               statements therefor by such Investor, in each case, without
               Bankruptcy Court review or further Bankruptcy Court order,
               whether or not the transactions contemplated hereby are
               consummated and, in any event, within 30 days of the submission
               of such statements; and

          (iii) the filing fee, if any, required to be paid in connection with
               any filings required to be made by any Investor or its Affiliates
               under the HSR Act or any other competition laws or regulations
               shall be paid by the Company on behalf of the Investors or such
               Affiliate when filings under the HSR


                                       -8-



               Act or any other competition laws or regulations are made,
               together with all expenses of the Investors or its Affiliates
               incurred to comply therewith.

     The provision for the payment of the Transaction Expenses is an integral
     part of the transactions contemplated by this Agreement and without this
     provision the Investors would not have entered into this Agreement and such
     Transaction Expenses shall constitute an allowed administrative expense of
     the Company under Section 503(b)(1) and 507(a)(1) of the Bankruptcy Code.
     In addition, (i) to the extent permitted under any order authorizing the
     Debtors to obtain post-petition financing and/or to utilize cash collateral
     then or thereafter in effect (each a "Financing Order") the Transaction
     Expenses incurred from and after the date of entry of the Initial Approval
     Order shall be protected by and entitled to the benefits of the carve-out
     for professional fees provided in any such Financing Order.

     (k)  The Company acknowledges that the Investors and certain persons and
          entities (collectively, the "Ultimate Purchasers") may enter into one
          or more agreements (the "Additional Investor Agreements"), pursuant to
          which such Investor may arrange for one or more Ultimate Purchasers to
          purchase certain of the Unsubscribed Shares, the Direct Subscription
          Shares or the Series B Preferred Stock. Each Additional Investor
          Agreement entered into prior to the Closing Date shall contain the
          Ultimate Purchaser's agreement to be bound by this Agreement and shall
          contain a confirmation by such Ultimate Purchaser of the accuracy with
          respect to it of the representations set forth in Section 4. Each
          Investor proposing to enter into an Additional Investor Agreement
          prior to the Closing Date with any Ultimate Purchaser or proposing to
          transfer Investor Shares to any Related Purchaser in either case which
          would result in the Maximum Number being exceeded agrees to notify the
          Company prior to entering into such agreement or effecting such
          transfer and will not undertake such agreement or effect such transfer
          without the consent of the Company, which shall not be unreasonably
          withheld. The Investors agree that with respect to any offer or
          transfer to an Ultimate Purchaser prior to the Closing Date, they
          shall not offer any Investor Shares to, or enter into any Additional
          Investor Agreement with, any person or entity (A) after the initial
          filing of the Rights Offering Registration Statement with the
          Commission and (B) that is not a "Qualified Institutional Buyer" as
          defined in Rule 144A under the Securities Act; provided that the total
          number of Investors, Related Purchasers and Ultimate Purchasers
          pursuant to this Agreement shall not exceed the Maximum Number;
          provided, further, that nothing in this Agreement shall limit or
          restrict in any way any Investor's ability to transfer or otherwise
          dispose of any Investor's Shares or any interest therein after the
          Closing Date pursuant to an effective registration statement under the
          Securities Act or an exemption from the registration requirements
          thereunder and pursuant to applicable state securities laws.

3.   Representations and Warranties of the Company. Except as set forth in a
     disclosure letter to be delivered pursuant to Section 5(s) (the "Disclosure
     Letter"), the Company represents and warrants to, and agrees with, each of
     the Investors as set forth below. Any item disclosed in a section of the
     Disclosure Letter shall be deemed disclosed in all other


                                       -9-



     sections of the Disclosure Letter to the extent the relevance of such
     disclosure or matter is reasonably apparent and shall qualify the
     representations and warranties contained in this Section 3. Except for
     representations, warranties and agreements that are expressly limited as to
     their date, each representation, warranty and agreement shall be deemed
     made as of the date of delivery of the Disclosure Letter (the "Disclosure
     Letter Delivery Date") and as of the Closing Date:

     (a)  Organization and Qualification. The Company and each of its
          Significant Subsidiaries has been duly organized and is validly
          existing in good standing under the laws of its respective
          jurisdiction of incorporation, with the requisite power and authority
          to own its properties and conduct its business as currently conducted.
          Each of the Company and its Subsidiaries has been duly qualified as a
          foreign corporation or organization for the transaction of business
          and is in good standing under the laws of each other jurisdiction in
          which it owns or leases properties or conducts any business so as to
          require such qualification, except to the extent that the failure to
          be so qualified or be in good standing has not had and would not
          reasonably be expected to have, individually or in the aggregate, a
          Material Adverse Effect. For the purpose of this Agreement, "Material
          Adverse Effect" means (i) any material adverse effect on the business,
          results of operations, liabilities, property or condition (financial
          or otherwise) of the Company or its Subsidiaries, taken as a whole, or
          (ii) any material adverse effect on the ability of the Company,
          subject to the approvals and other authorizations set forth in Section
          3(g) below, to consummate the transactions contemplated by this
          Agreement or the Plan other than, in either case, any effect relating
          to or resulting from (i) changes in general economic conditions or
          securities or financial markets in general that do not
          disproportionately impact the Company and its Subsidiaries; (ii)
          general changes in the industry in which the Company and its
          Subsidiaries operate and not specifically relating to, or having a
          disproportionate effect on, the Companies and its Subsidiaries taken
          as a whole (relative to the effect on other persons operating in such
          industry); (iii) any changes in law applicable to the Company or any
          of its Subsidiaries or any of their respective properties or assets or
          interpretations thereof by any governmental authority which do not
          have a disproportionate effect on, the Company and its Subsidiaries;
          (iv) any outbreak or escalation of hostilities or war (whether
          declared or not declared) or any act of terrorism which do not have a
          disproportionate effect on, the Company and its Subsidiaries; (v) the
          announcement or the existence of, or compliance with, this Agreement
          and the transactions contemplated hereby (including without limitation
          the impact thereof on relationships with suppliers, customers or
          employees); (vi) any accounting regulations or principles or changes
          in accounting practices or policies that the Company or its
          Subsidiaries are required to adopt, including in connection with the
          audit of the Company's financial statements in accordance with GAAP or
          any failure to timely file periodic reports or timely prepare
          financial statements and the costs and effects of completing the
          preparation of the Company's financial statements and periodic
          reports; or (vii) any change in the market price or trading volumes of
          the Company's securities (it being understood for the purposes of this
          subclause (vii) that any facts underlying such change that are not
          otherwise covered by the immediately preceding clauses


                                      -10-



          (i) through (vi) may be taken into account in determining whether or
          not there has been a Material Adverse Effect). For the purposes of
          this Agreement, (x) a "Subsidiary" of any person means, with respect
          to such person, any corporation, partnership, joint venture or other
          legal entity of which such person (either alone or through or together
          with any other subsidiary), owns, directly or indirectly, more than
          50% of the stock or other equity interests, has the power to elect a
          majority of the board of directors or similar governing body, or has
          the power to direct the business and policies, and (y) a "Significant
          Subsidiary" is a Subsidiary that satisfies the definition contained in
          Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the
          Securities Act of 1933, as amended.

     (b)  Corporate Power and Authority.

          (i)  The Company has or, to the extent executed in the future, will
               have when executed the requisite corporate power and authority to
               enter into, execute and deliver this Agreement and each other
               agreement to which it will be a party as contemplated by this
               Agreement and the PSA (this Agreement and such other agreements
               collectively, the "Transaction Agreements") and, subject to entry
               of the Confirmation Order and the expiration, or waiver by the
               Bankruptcy Court, of the 10-day period set forth in Rules 6004(h)
               and 3020(e) of the Federal Rules of Bankruptcy Procedure (the
               "Bankruptcy Rules"), respectively, to perform its obligations
               hereunder and thereunder, including the issuance of the Rights
               and Investor Shares. The Company has taken or will take all
               necessary corporate action required for the due authorization,
               execution, delivery and performance by it of this Agreement,
               including the issuance of the Rights and Investor Shares.

          (ii) Prior to the execution by the Company and filing with the
               Bankruptcy Court of the Plan, the Company and each Subsidiary
               entering into the Plan will have the requisite corporate power
               and authority to execute the Plan and to file the Plan with the
               Bankruptcy Court and, subject to entry of the Confirmation Order
               and the expiration, or waiver by the Bankruptcy Court, of the
               10-day period set forth in Bankruptcy Rule 3020(e), to perform
               its obligations thereunder, and will have taken by the Effective
               Date all necessary corporate actions required for the due
               authorization, execution, delivery and performance by it of the
               Plan.


                                      -11-


     (c)  Execution and Delivery; Enforceability.

          (i)  Each Transaction Agreement has been, or prior to its execution
               and delivery will be, duly and validly executed and delivered by
               the Company, and, upon the expiration, or waiver by the
               Bankruptcy Court, of the 10-day period set forth in Bankruptcy
               Rule 6004(h), each such document will constitute the valid and
               binding obligation of the Company, enforceable against the
               Company in accordance with its terms.

          (ii) The Plan will be duly and validly filed with the Bankruptcy Court
               by the Company and each of its Subsidiaries executing the Plan
               and, upon the entry of the Confirmation Order and the expiration,
               or waiver by the Bankruptcy Court, of the 10-day period set forth
               in Bankruptcy Rule 3020(e), will constitute the valid and binding
               obligation of the Company and such Subsidiary, enforceable
               against the Company and such Subsidiaries in accordance with its
               terms.

     (d)  Authorized and Issued Capital Stock. The authorized capital stock of
          the Company consists of (i) 1,350,000,000 shares of Common Stock and
          (ii) 650,000,000 shares of preferred stock, par value $0.10 per share.
          At the close of business on November 30, 2006 (the "Capital Structure
          Date") (i) 561,781,500 shares of Common Stock were issued and
          outstanding, (ii) no shares of the preferred stock were issued and
          outstanding, (iii) 3,244,317 shares of Common Stock were held by the
          Company in its treasury, (iv) 85,978,864 shares of Common Stock were
          reserved for issuance upon exercise of stock options and other rights
          to purchase shares of Common Stock and vesting of restricted stock
          units (each, an "Option" and, collectively, the "Options") granted
          under any stock option or stock-based compensation plan of the Company
          or otherwise (the "Stock Plans"), and (v) 200,000 shares of Series A
          participating preferred stock were reserved for issuance pursuant to
          that certain Rights Agreement by and between the Company and
          BankBoston, N.A., as Rights Agent, dated as of February 1, 1999, as
          amended (the "Existing Shareholder Rights Plan"). All issued and
          outstanding shares of capital stock of the Company and each of its
          Subsidiaries have been duly authorized and validly issued and are
          fully paid and nonassessable, and the holders thereof do not have any
          preemptive rights. Except as set forth in this Section 3(d) or
          issuances pursuant to the Stock Plans, at the close of business on the
          Capital Structure Date, no shares of capital stock or other equity
          securities or voting interest in the Company were issued, reserved for
          issuance or outstanding. Since the close of business on the Capital
          Structure Date, no shares of capital stock or other equity securities
          or voting interest in the Company have been issued or reserved for
          issuance or become outstanding, other than shares described in clause
          (iv) of the second sentence of this Section 3(d) that have been issued
          upon the exercise of outstanding Options granted under the Stock Plans
          and other than the shares to be issued hereunder or pursuant to the
          PSA. Except as described in this Section 3(d), and except as will be
          required by the Plan, neither the Company nor any of its Subsidiaries
          is party to or otherwise bound by or subject to any outstanding
          option, warrant, call, subscription or other


                                      -12-



          right (including any preemptive right), agreement or commitment which
          (w) obligates the Company or any of its Subsidiaries to issue,
          deliver, sell or transfer, or repurchase, redeem or otherwise acquire,
          or cause to be issued, delivered, sold or transferred, or repurchased,
          redeemed or otherwise acquired, any shares of the capital stock of, or
          other equity or voting interests in, the Company or any security
          convertible or exercisable for or exchangeable into any capital stock
          of, or other equity or voting interest in, the Company, (x) obligates
          the Company or any of its Subsidiaries to issue, grant, extend or
          enter into any such option, warrant, call, right, security,
          commitment, contract, arrangement or undertaking, (y) restricts the
          transfer of any shares of capital stock of the Company or (z) relates
          to the voting of any shares of capital stock of the Company. On the
          Effective Date, the authorized capital stock of the Company and the
          issued and outstanding shares of capital stock of the Company will
          conform to the description set forth in the Preferred Term Sheet, the
          PSA and the Plan. On the Effective Date, the authorized capital stock
          of the Company shall consist of such number of shares of New Common
          Stock as shall be set forth in the Amended and Restated Constituent
          Documents and 34,285,716 shares of new preferred stock. On the
          Effective Date, assuming consummation of the transactions contemplated
          by this Agreement: (i) 101,000,000 shares of New Common Stock will be
          outstanding; (ii) 8,571,429 shares of Series A-1 Preferred Stock will
          be issued and outstanding; (iii) 8,571,429 shares of Series A-2
          Preferred Stock will be issued and outstanding; and (iv) 17,142,858
          shares of Series B Preferred Stock will be issued and outstanding.

     (e)  Issuance. The Investor Shares to be issued and sold by the Company to
          the Investors hereunder, when the Investor Shares are issued and
          delivered against payment therefor by the Investors hereunder, shall
          have been duly and validly authorized, issued and delivered and shall
          be fully paid and non-assessable, and free and clear of all Taxes,
          liens, preemptive rights, rights of first refusal, subscription and
          similar rights, other than (i) any rights contained in the terms of
          the Preferred Shares as set forth in the Company's Certificate of
          Incorporation and (ii) any rights contained in any shareholders
          agreement to which one or more of the Investors shall be a party.

     (f)  No Conflict. Subject to the entry of the Confirmation Order and the
          expiration, or waiver by the Bankruptcy Court, of the 10-day period
          set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, the
          distribution of the Rights, the sale, issuance and delivery of the
          Shares upon exercise of the Rights, the consummation of the Rights
          Offering by the Company and the execution and delivery (or, with
          respect to the Plan, the filing) by the Company of the Transaction
          Agreements and the Plan and compliance by the Company with all of the
          provisions hereof and thereof and the Preferred Term Sheet and the PSA
          and the consummation of the transactions contemplated herein and
          therein (including compliance by each Investor with its obligations
          hereunder and thereunder) (i) will not conflict with, or result in a
          breach or violation of, any of the terms or provisions of, or
          constitute a default under (with or without notice or lapse of time,
          or both), or result, except to the extent to be specified in the Plan,
          in the


                                      -13-



          acceleration of, or the creation of any lien under, any indenture,
          mortgage, deed of trust, loan agreement or other agreement or
          instrument to which the Company or any of its Subsidiaries is a party
          or by which the Company or any of its Subsidiaries is bound or to
          which any of the property or assets of the Company or any of its
          Subsidiaries is subject, (ii) will not result in any violation of the
          provisions of the Certificate of Incorporation or Bylaws of the
          Company or any of its Subsidiaries, (iii) will not result in any
          material violation of, or any termination or material impairment of
          any rights under, any statute or any license, authorization,
          injunction, judgment, order, decree, rule or regulation of any court
          or governmental agency or body having jurisdiction over the Company or
          any of its Subsidiaries or any of their properties, and (iv) will not
          trigger the distribution under the Existing Shareholders Rights Plan
          of Rights Certificates (as defined therein) or otherwise result in any
          Investor being or becoming an Acquiring Person, except in any such
          case described in subclause (i) for any conflict, breach, violation,
          default, acceleration or lien which has not had and would not
          reasonably be expected to have, individually or in the aggregate, a
          Material Adverse Effect.

     (g)  Consents and Approvals. No consent, approval, authorization, order,
          registration or qualification of or with any court or governmental
          agency or body having jurisdiction over the Company or any of its
          Subsidiaries or any of their properties is required for the
          distribution of the Rights, the sale, issuance and delivery of Shares
          upon exercise of the Rights or the Investor Shares to each Investor
          hereunder and the consummation of the Rights Offering by the Company
          and the execution and delivery by the Company of the Transaction
          Agreements or the Plan and performance of and compliance by the
          Company with all of the provisions hereof and thereof and the
          Preferred Term Sheet and the PSA and the consummation of the
          transactions contemplated herein and therein, except (i) the entry of
          the Confirmation Order and the expiration, or waiver by the Bankruptcy
          Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and
          3020(e), as applicable, (ii) the registration under the Securities Act
          of the issuance of the Rights and the Shares pursuant to the exercise
          of Rights, (iii) filings with respect to and the expiration or
          termination of the waiting period under the Hart-Scott-Rodino
          Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and
          any other comparable laws or regulations in any foreign jurisdiction
          relating to the sale or issuance of Investor Shares to the Investors,
          (iv) the filing with the Secretary of State of the State of Delaware
          of the Certificate of Incorporation to be applicable to the Company
          from and after the Effective Date and (v) such consents, approvals,
          authorizations, registrations or qualifications (x) as may be required
          under the rules and regulations of the New York Stock Exchange or the
          Nasdaq Stock Exchange to consummate the transactions contemplated
          herein, (y) as may be required under state securities or Blue Sky laws
          in connection with the purchase of the Investor Shares by the
          Investors or the distribution of the Rights and the sale of Shares to
          Eligible Holders or (z) the absence of which will not have or would
          not reasonably be expected to have, individually or in the aggregate,
          a Material Adverse Effect.


                                      -14-



     (h)  Arm's Length. The Company acknowledges and agrees that the Investors
          are acting solely in the capacity of an arm's length contractual
          counterparty to the Company with respect to the transactions
          contemplated hereby (including in connection with determining the
          terms of the Rights Offering) and not as a financial advisor or a
          fiduciary to, or an agent of, the Company or any other person or
          entity. Additionally, the Investors are not advising the Company or
          any other person or entity as to any legal, tax, investment,
          accounting or regulatory matters in any jurisdiction. The Company
          shall consult with its own advisors concerning such matters and shall
          be responsible for making its own independent investigation and
          appraisal of the transactions contemplated hereby, and the Investors
          shall have no responsibility or liability to the Company, its
          Affiliates, or their respective shareholders, directors, officers,
          employees, advisors or other representatives with respect thereto. Any
          review by the Investors of the Company, the transactions contemplated
          hereby or other matters relating to such transactions will be
          performed solely for the benefit of the Investors and shall not be on
          behalf of the Company, its Affiliates, or their respective
          shareholders, directors, officers, employees, advisors or other
          representatives and shall not affect any of the representations or
          warranties contained herein or the remedies of the Investors with
          respect thereto.

     (i)  Financial Statements. The financial statements and the related notes
          of the Company and its consolidated Subsidiaries included or
          incorporated by reference in the Company SEC Documents, and to be
          included or incorporated by reference in the Disclosure Statement and
          the Rights Offering Registration Statement and the Rights Offering
          Prospectus, comply or will comply, as the case may be, in all material
          respects with the applicable requirements of the Securities Act, the
          Securities Exchange Act of 1934, as amended, and the rules and
          regulation of the Commission thereunder (the "Exchange Act") and the
          Bankruptcy Code, as applicable, and present fairly or will present
          fairly in all material respects the financial position, results of
          operations and cash flows of the Company and its Subsidiaries as of
          the dates indicated and for the periods specified; such financial
          statements have been prepared in conformity with U.S. generally
          accepting accounting principles ("GAAP") applied on a consistent basis
          throughout the periods covered thereby (except as disclosed in the
          Company SEC Documents filed prior to the date hereof), and the
          supporting schedules included or incorporated by reference in the
          Company SEC Documents, and to be included or incorporated by reference
          in the Disclosure Statement, the Rights Offering Registration
          Statement and the Rights Offering Prospectus, present fairly or will
          present fairly the information required to be stated therein; and the
          other financial information included or incorporated by reference in
          the Company SEC Documents, and to be included or incorporated by
          reference in the Disclosure Statement, Rights Offering Registration
          Statement and the Rights Offering Prospectus, has been or will be
          derived from the accounting records of the Company and its
          Subsidiaries and presents fairly or will present fairly the
          information shown thereby; and the pro forma financial information and
          the related notes included or incorporated by reference in the Company
          SEC Documents, and to be included or incorporated by reference in the
          Disclosure


                                      -15-



          Statement, Rights Offering Registration Statement and the Rights
          Offering Prospectus, have been or will be prepared in accordance with
          the applicable requirements of the Securities Act and the Exchange
          Act, as applicable, and the assumptions underlying such pro forma
          financial information are reasonable and are set forth in the Company
          SEC Documents and will be set forth in the Disclosure Statement,
          Rights Offering Registration Statement and the Rights Offering
          Prospectus.

     (j)  Company SEC Documents and Disclosure Statement. Except for the
          Company's Quarterly Report on Form 10-Q for the period ended September
          30, 2006, (which has not been filed as of the date hereof) the Company
          has filed all required reports, schedules, forms, statements and other
          documents (including exhibits and all other information incorporated
          therein) with the Commission ("Company SEC Documents"). As of their
          respective dates, each of the Company SEC Documents complied in all
          material respects with the requirements of the Securities Act or the
          Exchange Act and the rules and regulations of the Commission
          promulgated thereunder applicable to such Company SEC Documents. The
          Company has filed with the Commission all "material contracts" (as
          such term is defined in Item 601(b)(10) of Regulation S-K under the
          Exchange Act) that are required to be filed as exhibits to the Company
          SEC Documents. No Company SEC Document filed after December 31, 2005,
          when filed, contained any untrue statement of a material fact or
          omitted to state a material fact required to be stated therein or
          necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading. The
          Disclosure Statement, when submitted to the Bankruptcy Court and upon
          confirmation and effectiveness, will conform in all material respects
          to the requirements of the Bankruptcy Code. The Disclosure Statement,
          when submitted to the Bankruptcy Court and upon confirmation and
          effectiveness, and any future Company SEC Documents filed with the
          Commission prior to the Closing Date, when filed, will not contain any
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they are made, not
          misleading.

     (k)  Rights Offering Registration Statement and Rights Offering Prospectus.
          The Rights Offering Registration Statement or any post-effective
          amendment thereto, as of the Securities Act Effective Date, will
          comply in all material respects with the Securities Act, and will not
          contain any untrue statement of a material fact or omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading; and as of the applicable filing
          date of the Rights Offering Prospectus and any amendment or supplement
          thereto and as of the Closing Date, the Rights Offering Prospectus
          will not contain any untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading. On the Distribution Date and the
          Expiration Date, the Investment Decision Package will not contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading. Each Issuer Free Writing Prospectus, at the time of
          use thereof, when considered together with the Investment Decision
          Package, will not contain an untrue statement of a material fact or
          omit to state a material fact required to be stated therein or
          necessary to make the statements therein, in the light of the


                                      -16-



          circumstances under which they were made, not misleading. Each
          Preliminary Rights Offering Prospectus, at the time of filing thereof,
          will comply in all material respects with the Securities Act and will
          not contain any untrue statement of a material fact or omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading. Notwithstanding the foregoing, the Company
          makes no representation and warranty with respect to any statements or
          omissions made in reliance on and in conformity with information
          relating to each Investor or the Ultimate Purchasers furnished to the
          Company in writing by such Investor or the Ultimate Purchasers
          expressly for use in the Rights Offering Registration Statement and
          the Rights Offering Prospectus and any amendment or supplement
          thereto.

          For the purposes of this Agreement, (i) the term "Rights Offering
          Registration Statement" means the Registration Statement to be filed
          with the Commission relating to the Rights Offering, including all
          exhibits thereto, as amended as of the Securities Act Effective Date,
          and any post-effective amendment thereto that becomes effective; (ii)
          the term "Rights Offering Prospectus" means the final prospectus
          contained in the Rights Offering Registration Statement at the
          Securities Act Effective Date (including information, if any, omitted
          pursuant to Rule 430A and subsequently provided pursuant to Rule
          424(b) under the Securities Act), and any amended form of such
          prospectus provided under Rule 424(b) under the Securities Act or
          contained in a post-effective amendment to the Rights Offering
          Registration Statement; (iii) the term "Investment Decision Package"
          means the Rights Offering Prospectus, together with any Issuer Free
          Writing Prospectus used by the Company to offer the Shares to Eligible
          Holders pursuant to the Rights Offering, (iv) the term "Issuer Free
          Writing Prospectus" means each "issuer free writing prospectus" (as
          defined in Rule 433 of the rules promulgated under the Securities Act)
          prepared by or on behalf of the Company or used or referred to by the
          Company in connection with the Rights Offering, (v) the term
          "Preliminary Rights Offering Prospectus" means each prospectus
          included in the Rights Offering Registration Statement (and any
          amendments thereto) before it becomes effective, any prospectus filed
          with the Commission pursuant to Rule 424(a) under the Securities Act
          and the prospectus included in the Rights Offering Registration
          Statement, at the time of effectiveness that omits information
          permitted to be excluded under Rule 430A under the Securities Act; and
          (vi) "Securities Act Effective Date" means the date and time as of
          which the Rights Offering Registration Statement, or the most recent
          post-effective amendment thereto, was declared effective by the
          Commission.

     (l)  Free Writing Prospectuses. Each Issuer Free Writing Prospectus will
          conform in all material respects to the requirements of the Securities
          Act as of the date of first


                                      -17-



          use or as otherwise provided for in Rule 433 under the Securities Act,
          and the Company will comply with all prospectus delivery and all
          filing requirements applicable to such Issuer Free Writing Prospectus
          under the Securities Act. The Company has retained in accordance with
          the Securities Act all Issuer Free Writing Prospectuses that were not
          required to be filed pursuant to the Securities Act.

     (m)  Absence of Certain Changes. Since December 31, 2005, other than as
          disclosed in the Company SEC Documents filed prior to the date hereof,
          and except for actions to be taken pursuant to the Transaction
          Agreements and the Plan:

          (i)  there has not been any change in the capital stock from that set
               forth in Section 3(d) or any material change in long-term debt of
               the Company or any of its Subsidiaries, or any dividend or
               distribution of any kind declared, set aside for payment, paid or
               made by the Company on any class of capital stock;

          (ii) no event, fact or circumstance has occurred which has had or
               would reasonably be expected to have, individually or in the
               aggregate, a Material Adverse Effect;

          (iii) neither the Company nor any of its Subsidiaries has made any
               changes with respect to accounting policies or procedures, except
               as required by law or changes in GAAP;

          (iv) neither the Company nor any of its Subsidiaries has paid,
               discharged, waived, compromised, settled or otherwise satisfied
               any material Legal Proceeding, whether now pending or hereafter
               brought, (A) at a cost materially in excess of the amount accrued
               or reserved for it in the Company SEC Documents filed prior to
               the date hereof, (B) pursuant to terms that impose material
               adverse restrictions on the business of the Company and its
               Subsidiaries as currently conducted or (C) on a basis that
               reveals a finding or an admission of a material violation of law
               by the Company or its Subsidiaries;

          (v)  other than in the ordinary course of business, neither the
               Company nor any of its Subsidiaries has (A) made, changed or
               revoked any material Tax election, (B) entered into any
               settlement or compromise of any material Tax liability, (C) filed
               any amended Tax Return with respect to any material Tax, (D)
               changed any annual Tax accounting period, (E) entered into any
               closing agreement relating to any material Tax, (F) knowingly
               failed to claim a material Tax refund for which it is entitled,
               or (G) made material changes to their Tax accounting methods or
               principles;

          (vi) there has not been (A) any increase in the base compensation
               payable or to become payable to the officers or employees of the
               Company or any of its Subsidiaries with annual base compensation
               in excess of $500,000 (except


                                      -18-



               for compensation increases in the ordinary course of business and
               consistent with past practice) or (B) except in the ordinary
               course of business and consistent with past practice, any
               establishment, adoption, entry into or material amendment of any
               collective bargaining, bonus, profit sharing, thrift,
               compensation, employment, termination, severance or other plan,
               agreement, trust, fund, policy or arrangement for the benefit of
               any director, or for the benefit of a group of employees or for
               any individual officer or employee with annual base compensation
               in excess of $500,000, in each case;

          (vii) except in a manner consistent with the Company's transformation
               plan previously disclosed in the Company SEC Documents filed
               prior to the date hereof, (the "Transformation Plan") neither the
               Company nor any of its Subsidiaries have sold, transferred,
               leased, licensed or otherwise disposed of any assets or
               properties material to the Company and its Subsidiaries, taken as
               a whole, except for (A) sales of inventory in the ordinary course
               of business consistent with past practice and (B) leases or
               licenses entered into in the ordinary course of business
               consistent with past practice; and

          (viii) except in a manner consistent with the Transformation Plan,
               neither the Company nor any of its Subsidiaries have acquired any
               business or entity material to the Company and its Subsidiaries,
               taken as a whole, by merger or consolidation, purchase of assets
               or equity interests, or by any other manner, in a single
               transaction or a series of related transactions, or entered into
               any contract, letter of intent or similar arrangement (whether or
               not enforceable) with respect to the foregoing.

     (n)  Descriptions of the Transaction Agreement. The statements in the
          Rights Offering Registration Statement and the Rights Offering
          Prospectus insofar as they purport to constitute summaries of each of
          the Transaction Agreements, the Plan, the Initial Approval Order and
          the Confirmation Order, or the terms of statutes, rules or
          regulations, legal or governmental proceedings or contracts, will
          constitute accurate summaries in all material respects.

     (o)  No Violation or Default; Compliance with Laws. Neither the Company nor
          any of its Significant Subsidiaries is in violation of its charter or
          by-laws or similar organizational documents. Neither the Company nor
          any of its Subsidiaries is, except as a result of the Chapter 11 Cases
          or the failure to file its Quarterly Report on Form 10-Q for the
          period ended September 30, 2006, in default, and no event has occurred
          that, with notice or lapse of time or both, would constitute such a
          default, in the due performance or observance of any term, covenant or
          condition contained in any indenture, mortgage, deed of trust, loan
          agreement or other agreement or instrument to which the Company or any
          of its Subsidiaries is a party or by which the Company or any of its
          Subsidiaries is bound or to which any of the property or assets of the
          Company or any of its Subsidiaries is subject, except for any such
          default that has not had and would not reasonably be expected


                                      -19-



          to have, individually or in the aggregate, a Material Adverse Effect.
          Neither the Company nor any of its Subsidiaries is, or has been at any
          time since January 1, 2002, in violation of any law or statute or any
          judgment, order, rule or regulation of any court or arbitrator or
          governmental or regulatory authority, except for any such violation
          that has not had and would not reasonably be expected to have,
          individually or in the aggregate, a Material Adverse Effect.

     (p)  Legal Proceedings. Except as described in the Company SEC Documents
          filed prior to the date hereof, there are no legal, governmental or
          regulatory actions, suits, proceedings or, to the knowledge of the
          Company, investigations pending to which the Company or any of its
          Subsidiaries is or may be a party or to which any property of the
          Company or any of its Subsidiaries is or may be the subject that,
          individually or in the aggregate, has had or, if determined adversely
          to the Company or any of its Subsidiaries, would reasonably be
          expected to have a Material Adverse Effect, and no such actions, suits
          or proceedings or, to the knowledge of the Company, investigations are
          pending, threatened or contemplated, by any governmental or regulatory
          authority or by others. There are no current or pending legal,
          governmental or regulatory actions, suits or proceedings that are
          required under the Exchange Act to be described in the Company SEC
          Documents or the Rights Offering Registration Statement or Rights
          Offering Prospectus that are not or will not be so described, and
          there are no statutes, regulations or contracts or other documents
          that are required under the Exchange Act to be filed as exhibits to
          the Company SEC Documents or the Rights Offering Registration
          Statement or Rights Offering Prospectus or described in the Company
          SEC Documents or the Rights Offering Registration Statement or Rights
          Offering Prospectus that are not so filed or described.

     (q)  Independent Accountants. Ernst & Young LLP ("E&Y"), the Company's
          public accountants, are independent public accountants with respect to
          the Company and its Subsidiaries as required by the Securities Act.

     (r)  Labor Relations. Except as set forth in the Company SEC Documents
          filed prior to the date hereof:

          (i)  neither the Company nor any of its Subsidiaries is a party to, or
               bound by, any material collective bargaining agreement, contract
               or other agreement or understanding with a labor union or labor
               organization (other than contracts or other agreements or
               understandings with labor unions or labor organizations in
               connection with products and services offered and sold to such
               unions and organizations by the Company or its Subsidiaries);

          (ii) neither the Company nor any of its Subsidiaries is the subject of
               any proceeding asserting that it or any Subsidiary has committed
               an unfair labor practice or sex, age, race or other
               discrimination or seeking to compel it to bargain with any labor
               organization as to wages or conditions of employment, which,
               individually or in the aggregate, has had or would reasonably be
               expected to have a Material Adverse Effect;


                                      -20-



          (iii) there are no material current or, to the knowledge of the
               Company, threatened organizational activities or demands for
               recognition by a labor organization seeking to represent
               employees of the Company or any Subsidiary and no such activities
               have occurred during the past 24 months;

          (iv) no grievance, arbitration, litigation or complaint or, to the
               knowledge of the Company, investigations relating to labor or
               employment matters is pending or, to the knowledge of the
               Company, threatened against the Company or any of its
               Subsidiaries which, except as has not had, and would not
               reasonably be expected to have, individually or in the aggregate,
               a Material Adverse Effect;

          (v)  the Company and each of its Subsidiaries has complied and is in
               compliance in all respects with all applicable laws (domestic and
               foreign), agreements, contracts, and policies relating to
               employment, employment practices, wages, hours, and terms and
               conditions of employment and is not engaged in any material
               unfair labor practice as determined by the National Labor
               Relations Board (or any foreign equivalent) except where the
               failure to comply has not had or would not reasonably be expected
               to have, individually or in the aggregate, a Material Adverse
               Effect;

          (vi) the Company has complied in all respects with its payment
               obligations to all employees of the Company and its Subsidiaries
               in respect of all wages, salaries, commissions, bonuses, benefits
               and other compensation due and payable to such employees under
               any Company policy, practice, agreement, plan, program or any
               statute or other law, except to the extent that any
               noncompliance, either individually or in the aggregate, has not
               had and would not reasonably be expected to have a Material
               Adverse Effect; and

          (vii) the Company has complied and is in compliance in all material
               respects with its obligations pursuant to the Worker Adjustment
               and Retraining Notification Act of 1988 (and any similar state or
               local law) to the extent applicable, and all material other
               employee notification and bargaining obligations arising under
               any collective bargaining agreement or statute.

     (s)  Title to Intellectual Property. The Company and its Subsidiaries own
          or possess valid and enforceable rights to use all material patents,
          patent applications, trademarks, service marks, trade names, trademark
          registrations, service mark registrations, copyrights, licenses and
          know-how (including trade secrets and other unpatented and/or
          unpatentable proprietary or confidential information, systems or
          procedures) (collectively, "Intellectual Property") used in the
          conduct of their respective businesses other than Intellectual
          Property, the failure to own or possess which has not had and would
          not reasonably be expected to have, individually or in the aggregate,
          Material Adverse Effect. All registrations with and applications to
          governmental or regulatory authorities in respect of such Intellectual
          Property are valid and in full force and effect, have not, except in


                                      -21-



          accordance with the ordinary course practices of the Company and its
          Subsidiaries, lapsed, expired or been abandoned (subject to the
          vulnerability of a registration for trademarks to cancellation for
          lack of use), are not the subject of any opposition filed with the
          United States Patent and Trademark Office or any other applicable
          Intellectual Property registry. The consummation of the transaction
          contemplated hereby and by the Plan will not result in the loss or
          impairment of any rights to use such Intellectual Property or obligate
          any of the Investors to pay any royalties or other amounts to any
          third party in excess of the amounts that would have been payable by
          Company and its Subsidiaries absent the consummation of this
          transactions. The Company and its Subsidiaries have taken reasonable
          security measures to protect the confidentiality and value of its and
          their trade secrets (or other Intellectual Property for which the
          value is dependent upon its confidentiality), and no such information,
          has been misappropriated or the subject of an unauthorized disclosure,
          except to the extent that such misappropriation or unauthorized
          disclosure has not had and would not reasonably be expected to have,
          individually or in the aggregate, a Material Adverse Effect. The
          Company and its Subsidiaries have not received any notice that it is
          or they are, in default (or with the giving of notice or lapse of time
          or both, would be in default) under any contract relating to such
          Intellectual Property. No Intellectual Property rights of the Company
          or its Subsidiaries are being infringed by any other person, except to
          the extent that such infringement has not had and would not have,
          individually or in the aggregate, a Material Adverse Effect. The
          conduct of the businesses of the Company and its Subsidiaries will not
          conflict in any respect with any Intellectual Property rights of
          others, and the Company and its Subsidiaries have not received any
          notice of any claim of infringement or conflict with any such rights
          of others which has had or would in any such case be reasonably
          expected to have, individually or in the aggregate, a Material Adverse
          Effect.

     (t)  Title to Real and Personal Property. The Company and its Subsidiaries
          have good and marketable title to all real property owned by the
          Company and its Subsidiaries and good title to all other tangible and
          intangible properties (other than Intellectual Property covered by
          Section 3(s)) owned by them, in each case, free and clear of all
          mortgages, pledges, liens, security interests, claims, restrictions or
          encumbrances of any kind except such as (i) are described in the
          consolidated balance sheets included in the Company SEC Documents
          filed prior to the date hereof or (ii) individually and in the
          aggregate, have not had and would not reasonably be expected to have a
          Material Adverse Effect. All of the leases and subleases to which the
          Company or its Subsidiaries are a party are in full force and effect
          and enforceable by the Company or such Subsidiary in accordance with
          their terms, and neither the Company nor any Subsidiary has received
          any notice of any claim of any sort that has been asserted by anyone
          adverse to the rights of the Company or any Subsidiary under any of
          the leases or subleases mentioned above, or affecting or questioning
          the rights of the Company or such Subsidiary to the continued
          possession of the leased or subleased property by under any such lease
          or sublease, except where any such claim or failure to be


                                      -22-



          enforceable would not reasonably be expected to have, individually or
          in the aggregate, a Material Adverse Effect.

     (u)  No Undisclosed Relationships. As of the date hereof, no relationship,
          direct or indirect, exists between or among the Company or any of its
          Subsidiaries, on the one hand, and the directors, officers,
          stockholders, customers or suppliers of the Company or any of its
          Subsidiaries, on the other, that is required by the Exchange Act to be
          described in the Company SEC Documents and that are not so described,
          except for the transactions pursuant to this Agreement.

     (v)  Investment Company Act. As of the date hereof, the Company is not and,
          after giving effect to the consummation of the Plan, including the
          offering and sale of the Investor Shares and Shares upon exercise of
          Rights, and the application of the proceeds thereof, will not be
          required to register as an "investment company" or an entity
          "controlled" by an "investment company" within the meaning of the
          Investment Company Act of 1940, as amended, and the rules and
          regulations of the Commission thereunder.

     (w)  Licenses and Permits. The Company and its Subsidiaries possess all
          licenses, certificates, permits and other authorizations issued by,
          and have made all declarations and filings with, the appropriate
          federal, state, local or foreign governmental or regulatory
          authorities that are necessary for the ownership or lease of their
          respective properties or the conduct of their respective businesses as
          described in the Company SEC Documents except any such licenses,
          certificates, permits or authorization the absence of which would not
          reasonably be expected to have, individually or in the aggregate, a
          Material Adverse Effect. Except as described in the Company SEC
          Documents filed prior to the date hereof and except as, individually
          and in the aggregate, has not had and would not reasonably be expected
          to have a Material Adverse Effect, neither the Company nor any of its
          Subsidiaries has received notice of any revocation or modification of
          any such license, certificate, permit or authorization or has any
          reason to believe that any such license, certificate, permit or
          authorization will not be renewed in the ordinary course.

     (x)  Compliance with Environmental Laws.

          (i)  The Company and its Subsidiaries have complied and are in
               compliance with any and all applicable federal, state, local and
               foreign laws, rules, regulations, decisions and orders, including
               all civil and common law, relating to the protection of human
               health and safety, the environment or hazardous or toxic
               substances or wastes, pollutants or contaminants (collectively,
               "Environmental Laws");

          (ii) the Company and its Subsidiaries have (a) received and are in
               compliance with all permits, licenses or other approvals required
               of them under applicable Environmental Laws to conduct their
               respective businesses, (b) are not subject to any action to
               revoke, terminate, cancel, limit, amend or


                                      -23-



               appeal any such permits, licenses or approvals, and (c) have paid
               all fees, assessments or expenses due under any such permits,
               licenses or approvals;

          (iii) the Company and its Subsidiaries have not received notice from
               any governmental authority of any actual or potential liability
               for the investigation or remediation of any disposal or release
               of hazardous or toxic substances or wastes, pollutants or
               contaminants, or for any violation of Environmental Laws;

          (iv) there are no facts, circumstances or conditions relating to the
               past or present business or operations of the Company, its
               Subsidiaries or any of their predecessors (including the disposal
               of any hazardous or toxic substances or wastes, pollutants or
               contaminants), or to any real property currently or formerly
               owned or operated by the Company, its Subsidiaries or any of
               their predecessors, that would reasonably be expected to give
               rise to any claim, proceeding or action, or to any liability,
               under any Environmental Law;

          (v)  neither the Company nor any of its Subsidiaries has agreed to
               assume or accept responsibility for, by contract or otherwise,
               any liability of any other person under Environmental Laws;

          (vi) neither the Company nor any of its Subsidiaries is required or
               reasonably expected to incur material capital expenditures during
               the current and the subsequent five fiscal years to reach or
               maintain compliance with existing or reasonably anticipated
               Environmental Laws;

          (vii) none of the transactions contemplated under this Agreement will
               give rise to any obligations to obtain the consent of or provide
               notice to any governmental or regulatory authority under any
               Environmental Laws; and

          (viii) none of the Company, nor any of its subsidiaries nor their
               respective predecessors has manufactured, marketed, distributed,
               or sold asbestos or any products containing asbestos.

     except, in the case of each of subclauses (i) through (vi) and in subclause
     (viii) above, as disclosed in the Company SEC Documents filed prior to the
     date hereof, as have been, as of the date of this Agreement, adequately
     provided for in accordance with GAAP in the financial statements of the
     Company included in the Company SEC Documents filed prior to the date
     hereof, or as, individually and in the aggregate, has not had and would not
     reasonably be expected to have a Material Adverse Effect.

     (y)  Tax Matters. Except as described in the Company SEC Documents filed
          with the Commission prior to the date hereof:

          (i)  The Company has timely filed or caused to be timely filed (taking
               into account any applicable extension of time within which to
               file) with the appropriate taxing authorities all material tax
               returns, statements, forms


                                      -24-



               and reports (including elections, declarations, disclosures,
               schedules, estimates and information Tax Returns) for Taxes ("Tax
               Returns") that are required to be filed by, or with respect to,
               the Company and its Subsidiaries on or prior to the Closing Date.
               The Tax Returns accurately reflect all material liability for
               Taxes of the Company and its Subsidiaries for the periods covered
               thereby;

          (ii) all material Taxes and Tax liabilities due by or with respect to
               the income, assets or operations of the Company and its
               Subsidiaries for all taxable years or other taxable periods that
               end on or before the Closing Date have been or will, prior to the
               Closing, be timely paid in full or accrued and fully provided for
               in accordance with GAAP on the financial statements of the
               Company included in the Company SEC Documents;

          (iii) neither the Company nor any of its Subsidiaries has received any
               written notices from any taxing authority relating to any
               material issue that has not been adequately provided for in
               accordance with GAAP in the financial statements of the Company
               included in the Company SEC Documents filed prior to the date
               hereof;

          (iv) all material Taxes which the Company and each or any of its
               Subsidiaries is (or was) required by law to withhold or collect
               in connection with amounts paid or owing to any employee,
               independent contractor, creditor, stockholder or other third
               party have been duly withheld or collected, and have been timely
               paid to the proper authorities to the extent due and payable;

          (v)  neither the Company nor any of its subsidiaries has been included
               in any "consolidated," "unitary" or "combined" Tax Return
               provided for under the law of the United States, any foreign
               jurisdiction or any state or locality with respect to Taxes for
               any taxable period for which the statute of limitations has not
               expired (other than a group of which the Company and/or its
               subsidiaries are the only members);

          (vi) except for the tax sharing allocations and similar agreements
               entered into with GM at the time of the spin-off, there are no
               tax sharing, allocation, indemnification or similar agreements in
               effect as between the Company or any of its Subsidiaries or any
               predecessor or affiliate thereof and any other party (including
               any predecessors or affiliates thereof) under which the Company
               or any of its Subsidiaries would be liable for any material Taxes
               or other claims of any party;

          (vii) the Company has not been a "United States real property holding
               corporation" within the meaning of Section 897(c)(2) of the Code
               at any time during the five-year period ending on the date
               hereof; and


                                      -25-



          (viii) the Company is not a party to any agreement other than certain
               Change In Control Agreements in the Company SEC Documents filed
               prior to the date hereof that would require the Company or any
               affiliate thereof to make any material payment that would
               constitute an "excess parachute payment" for purposes of Sections
               280G and 4999 of the Code.

     For purposes of this Agreement, "Taxes" shall mean all taxes, assessments,
     charges, duties, fees, levies or other governmental charges, including,
     without limitation, all federal, state, local, foreign and other income,
     franchise, profits, gross receipts, capital gains, capital stock, transfer,
     property, sales, use, value-added, occupation, property, excise, severance,
     windfall profits, stamp, license, payroll, social security, withholding and
     other taxes, assessments, charges, duties, fees, levies or other
     governmental charges of any kind whatsoever (whether payable directly or by
     withholding and whether or not requiring the filing of a Tax Return), all
     estimated taxes, deficiency assessments, additions to tax, penalties and
     interest and shall include any liability for such amounts as a result
     either of being a member of a combined, consolidated, unitary or affiliated
     group or of a contractual obligation to indemnify any person or other
     entity.

     (z)  Compliance With ERISA.

          (i)  Correct and complete copies of the following documents, with
               respect to all material domestic and foreign benefit and
               compensation plans, programs, contracts, commitments, practices,
               policies and arrangements, whether written or oral, that have
               been established, maintained or contributed to (or with respect
               to which an obligation to contribute has been undertaken) or with
               respect to which any potential liability is borne by the Company
               or any of its Subsidiaries, including, but not limited to,
               "employee benefit plans" within the meaning of Section 3(3) of
               the Employee Retirement Income Security Act of 1974, as amended
               ("ERISA"), and deferred compensation, stock option, stock
               purchase, restricted stock, stock appreciation rights, stock
               based, incentive and bonus plans (the "Company Plans"), have been
               or will be delivered or made available to the Investors by the
               Company, to the extent applicable: (i) all material Company Plan
               documents, together with all amendments and attachments thereto
               (including, in the case of any Company Plan not set forth in
               writing, a written description thereof); (ii) all material trust
               documents, declarations of trust and other documents establishing
               other funding arrangements, and all amendments thereto and the
               latest financial statements thereof; (iii) the most recent annual
               report on IRS Form 5500 for each of the past three years and all
               schedules thereto and the most recent actuarial report; (iv) the
               most recent IRS determination letter; (v) summary plan
               descriptions and summaries of material modifications; and (vi)
               the two most recently prepared actuarial valuation reports.

          (ii) Except as has not had and would not reasonably be expected to
               have, individually or in the aggregate, a Material Adverse
               Effect, or except as described in the Company SEC Documents filed
               prior to the date hereof:


                                      -26-



               (A) each Company Plan, other than any "multiemployer plans"
               within the meaning of Section 3(37) of ERISA ("Multiemployer
               Plans"), is in compliance with ERISA, the Internal Revenue Code
               of 1986, as amended (the "Code") and other applicable laws; (B)
               each Company Plan that is intended to be a qualified plan under
               Section 401(a) of the Code has received a favorable determination
               letter from the IRS covering all Tax law changes prior to the
               Economic Growth and Tax Relief Reconciliation Act of 2001 or has
               applied to the IRS for such favorable determination within the
               applicable remedial amendment period under Section 401(b) of the
               Code, and the Company is not aware of any circumstances likely to
               result in the loss of the qualification of such Company Plan
               under Section 401(a) of the Code; (C) no liability under Subtitle
               C or D of Title IV of ERISA has been or is reasonably expected to
               be incurred by the Company or any of its Subsidiaries with
               respect to any ongoing, frozen or terminated "single-employer
               plan," within the meaning of Section 4001(a)(15) of ERISA
               ("Single-Employer Plan") currently maintained or contributed to
               (or with respect to which an obligation to contribute has been
               undertaken), or the Single-Employer Plan of any entity which is
               considered one employer with the Company under Section 4001 of
               ERISA or Section 414 of the Code (a "Company ERISA Affiliate");
               (D) the Company and its Subsidiaries have not incurred any
               withdrawal liability (including any contingent or secondary
               withdrawal liability) with respect to a Multiemployer Plan under
               Subtitle E of Title IV of ERISA (regardless of whether based on
               contributions of a Company ERISA Affiliate) that has not been
               satisfied in full and no condition or circumstance has existed
               that presents a risk of the occurrence of any withdrawal from or
               the partition, termination, reorganization or insolvency of any
               such Multiemployer Plan; (E) no notice of a "reportable event,"
               within the meaning of Section 4043 of ERISA has occurred or is
               expected to occur for any Company Plan or by any Company ERISA
               Affiliate; (F) all contributions required to be made under the
               terms of any Company Plan have been timely made or have been
               reflected in the financial statements of the Company included in
               the Company SEC Reports filed prior to the date hereof; and (G)
               there has been no amendment to, announcement by the Company or
               any of its Subsidiaries relating to, or change in employee
               participation or coverage under, any Company Plan which would
               increase the expense of maintaining such plan above the level of
               the expense incurred therefor for the most recent fiscal year.

          (iii) Except as disclosed in the Company SEC Documents filed prior to
               the date hereof: (A) neither any Company Plan nor any
               Single-Employer Plan of a Company ERISA Affiliate has an
               "accumulated funding deficiency" (whether or not waived) within
               the meaning of Section 412 of the Code or Section 302 of ERISA
               and neither the Company nor any of its Subsidiaries nor any
               Company ERISA Affiliate has applied for or obtained a funding
               waiver; (B) the Company expects that required minimum
               contributions to any Company Plan under Section 412 of the Code
               will not be materially


                                      -27-



               increased by application of Section 412(l) of the Code; (C)
               neither the Company nor any of its Subsidiaries has provided, or
               is required to provide, security to any Company Plan or to any
               Single-Employer Plan of a Company ERISA Affiliate pursuant to
               Section 401(a)(29) of the Code; and (D) neither the execution of
               this Agreement, stockholder approval of this Agreement nor the
               consummation of the transactions contemplated hereby will limit
               or restrict the right of the Company to merge, amend or terminate
               any of the Company Plans.

     (aa) Internal Control Over Financial Reporting. Except as set forth in the
          Company SEC Documents filed prior to the date hereof, the Company and
          its Subsidiaries (i) make and keep books and records that accurately
          and fairly represent the Company's transactions, and (ii) maintain and
          have maintained effective internal control over financial reporting as
          defined in Rule 13a-15 under the Exchange Act and a system of internal
          accounting controls sufficient to provide reasonable assurance that:
          (A) transactions are executed in accordance with management's general
          or specific authorizations; (B) transactions are recorded as necessary
          to permit preparation of financial statements in conformity with
          generally accepted accounting principles and to maintain asset
          accountability; (C) access to assets is permitted only in accordance
          with management's general or specific authorization; and (D) the
          recorded accountability for assets is compared with the existing
          assets at reasonable intervals and appropriate action is taken with
          respect to any differences. The Company has disclosed, based on the
          most recent evaluation of its chief executive officer and its chief
          financial officer prior to the date hereof, to the Company's auditors
          and the audit committee of the Company's board of directors (i) any
          significant deficiencies in the design or operation of its internal
          controls over financial reporting that are reasonably likely to
          adversely affect the Company's ability to record, process, summarize
          and report financial information and has identified for the Company's
          auditors and the audit committee of the Company's board of directors
          any material weaknesses in internal control over financial reporting
          and (ii) any fraud, whether or not material, that involves management
          or other employees who have a significant role in the Company's
          internal control over financial reporting.

     (bb) Disclosure Controls and Procedures. Except as disclosed in the Company
          SEC Documents filed prior to the date hereof, the Company maintains
          disclosure controls and procedures required by Rule 13a-15 or 15d-15
          under the Exchange Act. Such disclosure controls and procedures are
          effective to ensure that information required to be disclosed by the
          Company is recorded and reported on a timely basis to the individuals
          responsible for the preparation of the Company's filings with the
          Commission and other public disclosure documents.

     (cc) Insurance. The Company and its Subsidiaries have insurance covering
          their respective properties, operations, personnel and businesses,
          including business interruption insurance, which insurance is in
          amounts and insures against such losses and risks as are customary for
          companies whose businesses are similar to the Company and its
          Subsidiaries. Neither the Company nor any of its


                                      -28-



          Subsidiaries has (i) received written notice from any insurer or agent
          of such insurer that capital improvements or other expenditures are
          required or necessary to be made to continue such insurance or (ii)
          any reason to believe that it will not be able to renew its existing
          insurance coverage as and when such coverage expires or to obtain
          similar coverage at reasonable cost from similar insurers as may be
          necessary to continue its business.

     (dd) No Unlawful Payments. Neither the Company nor any of its Subsidiaries
          nor, to the knowledge of the Company, any director, officer, agent,
          employee or other person associated with or acting on behalf of the
          Company or any of its Subsidiaries has: (i) used any corporate funds
          for any unlawful contribution, gift, entertainment or other unlawful
          expense relating to political activity; (ii) made any direct or
          indirect unlawful payment to any foreign or domestic government
          official or employee from corporate funds; (iii) violated or is in
          violation of any provision of the Foreign Corrupt Practices Act of
          1977; or (iv) made any bribe, rebate, payoff, influence payment,
          kickback or other unlawful payment in each case other than clause
          (iii) that has been or would reasonably be expected to be,
          individually or in the aggregate, material to the Company and its
          Subsidiaries, taken as a whole.

     (ee) Compliance with Money Laundering Laws. The Company and its
          Subsidiaries are and have been conducted at all times in compliance
          with applicable financial recordkeeping and reporting requirements of
          the Bank Secrecy Act, as amended, the money laundering statutes of all
          jurisdictions, the rules and regulations thereunder and any related or
          similar rules, regulations or guidelines, issued, administered or
          enforced by any governmental agency (collectively, the "Money
          Laundering Laws") and no action, suit or proceeding by or before any
          court or governmental agency, authority or body or any arbitrator
          involving the Company or any of its Subsidiaries with respect to Money
          Laundering Laws is pending or, to the knowledge of the Company,
          threatened.

     (ff) Compliance with Sanctions Laws. Neither the Company nor any of its
          Subsidiaries nor, to the knowledge of the Company, any director,
          officer, agent, employee or affiliate of the Company or any of its
          Subsidiaries is currently subject to any U.S. sanctions administered
          by the Office of Foreign Assets Control of the U.S. Treasury
          Department ("OFAC"). The Company will not directly or indirectly use
          the proceeds of the Rights Offering or the sale of the Investor
          Shares, or lend, contribute or otherwise make available such proceeds
          to any Subsidiary, joint venture partner or other person or entity,
          for the purpose of financing the activities of any person that, to the
          Company's knowledge, is currently subject to any U.S. sanctions
          administered by OFAC.

     (gg) No Restrictions on Subsidiaries. Except as described in the Company
          SEC Documents filed prior to the date hereof or otherwise set forth in
          the record of the Chapter 11 Cases on or prior to the date hereof, and
          subject to the Bankruptcy Code, no Subsidiary of the Company is
          currently prohibited, directly or indirectly, under any agreement or
          other instrument to which it is a party or is subject, from


                                      -29-



          paying any dividends to the Company, from making any other
          distribution on such Subsidiary's capital stock, from repaying to the
          Company any loans or advances to such Subsidiary from the Company or
          from transferring any of such Subsidiary's properties or assets to the
          Company or any other Subsidiary of the Company.

     (hh) No Broker's Fees. Neither the Company nor any of its Subsidiaries is a
          party to any contract, agreement or understanding with any person
          (other than this Agreement) that would give rise to a valid claim
          against the Investors for a brokerage commission, finder's fee or like
          payment in connection with the Rights Offering or the sale of the
          Investor Shares.

     (ii) No Registration Rights. Except as provided for pursuant to the
          registration rights agreement contemplated by Section 8(c)(iv), no
          person has the right to require the Company or any of its Subsidiaries
          to register any securities for sale under the Securities Act by reason
          of the filing of the Rights Offering Registration Statement with the
          Commission or in connection with Rights Offering or the sale of the
          Investor Shares.

     (jj) No Stabilization. The Company has not taken and will not take,
          directly or indirectly, any action designed to or that would
          reasonably be expected to cause or result in any stabilization or
          manipulation of the price of the Shares.

     (kk) Margin Rules. Neither the issuance, sale and delivery of the Rights or
          the Shares in connection with Rights Offering or the sale of the
          Investor Shares nor the application of the proceeds thereof by the
          Company as to be described in the Rights Offering Registration
          Statement and the Rights Offering Prospectus will violate Regulation
          T, U or X of the Board of Governors of the Federal Reserve System or
          any other regulation of such Board of Governors.

     (ll) Forward-Looking Statements. No forward-looking statement (within the
          meaning of Section 27A of the Securities Act and Section 21E of the
          Exchange Act) contained in the Company SEC Documents has been made or
          reaffirmed, and in the case of the Rights Offering Registration
          Statement and the Rights Offering Prospectus, will be made or
          reaffirmed, without a reasonable basis or has been disclosed other
          than in good faith.

     (mm) Statistical and Market Data. Nothing has come to the attention of the
          Company that has caused the Company to believe that the statistical
          and market-related data to be included in the Disclosure Statement,
          Rights Offering Registration Statement and the Rights Offering
          Prospectus is not based on or derived from sources that are reliable
          and accurate in all material respects.

     (nn) Rights Agreement. The Board of Directors of the Company has taken all
          necessary action to render the Existing Shareholder Rights Plan
          inapplicable to the sale and issuance of the Investor Shares and the
          other transactions contemplated hereby and by the Preferred Term
          Sheet, the Plan and the


                                      -30-



          Transaction Agreements (including any transfer of Investor Shares to
          any Related Purchaser or Ultimate Purchaser).

     (oo) Takeover Statutes; Charter. The Board of Directors of the Company has
          taken all such action necessary to render the restrictions contained
          in Section 203 of the General Corporation Law of the State of Delaware
          (the "DGCL") and Article IX of the Company's Certificate of
          Incorporation inapplicable to the Investors and the sale and issuance
          of the Investor Shares and the other transactions contemplated by this
          Agreement, the Preferred Term Sheet, the PSA, the Plan and the
          Transaction Agreements (including any transfer of Investor Shares to
          any Related Purchaser or Ultimate Purchaser). Except for Section 203
          of the DGCL (which has been rendered inapplicable), no other "fair
          price," "moratorium," "control share acquisition", "business
          combination" or other similar anti-takeover statute or regulation (a
          "Takeover Statute") is applicable to the Company, the Common Stock,
          the Shares, the sale and issuance of the Investor Shares or the other
          transactions contemplated by this Agreement, the Preferred Term Sheet,
          the PSA, the Plan and the Transaction Agreements. Other than Article
          IX of the Company's Certificate of Incorporation, which has been
          rendered inapplicable, no anti-takeover provision in the Company's
          certificate of incorporation or by-laws is applicable to the Company,
          the Common Stock, the Shares, the sale and issuance of the Investor
          Shares or the other transactions contemplated by the Preferred Term
          Sheet, the Plan or the Transaction Agreements.

4.   Representations and Warranties of the Investors. Each Investor represents
     and warrants as to itself only, and agrees with the Company, severally and
     not jointly, as set forth below. Each such representation, warranty and
     agreement is made as of the date hereof and as of the Closing Date.

     (a)  Incorporation. The Investor has been duly organized and, if
          applicable, is validly existing as a corporation, limited partnership
          or limited liability company, in good standing under the laws of the
          jurisdiction of its incorporation or organization.

     (b)  Corporate Power and Authority. The Investor has the requisite
          corporate, limited partnership or limited liability company power and
          authority to enter into, execute and deliver this Agreement and to
          perform its obligations hereunder and has taken all necessary
          corporate, limited partnership or limited liability company action
          required for the due authorization, execution, delivery and
          performance by it of this Agreement.

     (c)  Execution and Delivery. This Agreement has been duly and validly
          executed and delivered by the Investor and constitutes its valid and
          binding obligation, enforceable against it in accordance with its
          terms.

     (d)  No Registration. The Investor understands that the Investor Shares
          have not been registered under the Securities Act by reason of a
          specific exemption from the registration provisions of the Securities
          Act, the availability of which depends upon, among other things, the
          bona fide nature of the investment intent and the


                                      -31-



          accuracy of such Investor's representations as expressed herein or
          otherwise made pursuant hereto.

     (e)  Investment Intent. The Investor is acquiring the Investor Shares for
          investment for its own account, not as a nominee or agent, and not
          with the view to, or for resale in connection with, any distribution
          thereof not in compliance with applicable securities laws, and such
          Investor has no present intention of selling, granting any
          participation in, or otherwise distributing the same, except in
          compliance with applicable securities laws. Notwithstanding the
          foregoing, as to ADAH, subject to the provisions of Sections 2(a),
          2(b) and 2(k), the Company acknowledges that ADAH may provide for a
          participation interest or other arrangement whereby the economic
          benefits of ownership of the Series A-2 Preferred Stock are shared
          with Merrill and Harbinger or their Affiliates, but ADAH shall not,
          pursuant to such arrangements, transfer any voting or investment power
          or control over the Series A-2 Preferred Stock.

     (f)  Securities Laws Compliance. The Investor Shares will not be offered
          for sale, sold or otherwise transferred by the Investor except
          pursuant to a registration statement or in a transaction exempt from,
          or not subject to, registration under the Securities Act and any
          applicable state securities laws and any sale or placement of Investor
          Shares pursuant to Sections 2(a), 2(b) or 2(k) will not affect the
          validity of the private placement to the Investors under this
          Agreement.

     (g)  Sophistication. The Investor has such knowledge and experience in
          financial and business matters that it is capable of evaluating the
          merits and risks of its investment in the Investor Shares being
          acquired hereunder. The Investor is a "qualified institutional buyer"
          within the meaning of Rule 144A under the Securities Act. The Investor
          understands and is able to bear any economic risks associated with
          such investment (including, without limitation, the necessity of
          holding the Investor Shares for an indefinite period of time).

     (h)  No Conflict. The execution and delivery by the Investor of each of the
          Transaction Agreements to which it is a party and the compliance by
          the Investor with all of the provisions hereof and thereof and the
          Preferred Term Sheet and the PSA and the consummation of the
          transactions contemplated herein and therein (i) will not conflict
          with, or result in a breach or violation of, any of the terms or
          provisions of, or constitute a default under (with or without notice
          or lapse of time, or both), or result, in the acceleration of, or the
          creation of any lien under, any indenture, mortgage, deed of trust,
          loan agreement or other agreement or instrument to which the Investor
          is a party or by which the Investor is bound or to which any of the
          property or assets of the Investor or any of its Subsidiaries is
          subject, (ii) will not result in any violation of the provisions of
          the certificate of incorporation or bylaws or similar governance
          documents of the Investor, and (iii) will not result in any material
          violation of, or any termination or material impairment of any rights
          under, any statute or any license, authorization, injunction,
          judgment, order, decree, rule or regulation of any court or
          governmental agency or body having jurisdiction over the Investor or
          any of their


                                      -32-



          properties, except in any such case described in subclause (i) for any
          conflict, breach, violation, default, acceleration or lien which has
          not and would not reasonably be expected, individually or in the
          aggregate, to prohibit, materially delay or materially and adversely
          impact the Investor's performance of its obligations under this
          Agreement.

     (i)  Consents and Approvals. No consent, approval, authorization, order,
          registration or qualification of or with any court or governmental
          agency or body having jurisdiction over the Investor or any of its
          properties is required to be obtained or made by the Investor for the
          purchase of the Investor Shares hereunder and the execution and
          delivery by the Investor of this Agreement or the Transaction
          Agreements to which it is a party and performance of and compliance by
          the Investor with all of the provisions hereof and thereof and the
          Preferred Term Sheet and the PSA and the consummation of the
          transactions contemplated herein and therein, except filings with
          respect to and the expiration or termination of the waiting period
          under the HSR Act or any comparable laws or regulations in any foreign
          jurisdiction relating to the purchase of Investor Shares and except
          for any consent, approval, authorization, order, registration or
          qualification which, if not made or obtained, has not and would not
          reasonably be expected, individually or in the aggregate, to prohibit,
          materially delay or materially and adversely impact the Investor's
          performance of its obligations under this Agreement.

     (j)  Arm's Length. The Investor acknowledges and agrees that the Company is
          acting solely in the capacity of an arm's length contractual
          counterparty to the Investor with respect to the transactions
          contemplated hereby (including in connection with determining the
          terms of the Rights Offering). Additionally, the Investor is not
          relying on the Company for any legal, tax, investment, accounting or
          regulatory advice, except as specifically set forth in this Agreement.
          The Investor shall consult with its own advisors concerning such
          matters and shall be responsible for making its own independent
          investigation and appraisal of the transactions contemplated hereby.

     (k)  No Violation or Default; Compliance with Laws. The Investor is not in
          default, and no event has occurred that, with notice or lapse of time
          or both, would constitute such a default, in the due performance or
          observance of any term, covenant or condition contained in any
          indenture, mortgage, deed of trust, loan agreement or other agreement
          or instrument to which the Investor is a party or by which the
          Investor is bound or to which any of the property or assets of the
          Investor is subject, individually or in the aggregate, that would
          prohibit, materially delay or materially and adversely impact the
          Investor's performance of its obligations under this Agreement. The
          Investor is not and has not been at any time since January 1, 2002, in
          violation of any law or statute or any judgment, order, rule or
          regulation of any court or arbitrator or governmental or regulatory
          authority, except for any such violation that has not and would not
          reasonably be expected, individually or in the aggregate, to prohibit,
          materially delay or materially and adversely impact the Investor's
          performance of its obligations under this Agreement.


                                      -33-


     (l)  Legal Proceedings. There are no actions, suits or proceedings to which
          the Investor is a party or to which any property of the Investor is
          the subject that, individually or in the aggregate, has or, if
          determined adversely to the Investor, would reasonably be expected to
          prohibit, materially delay or materially and adversely impact the
          Investor's performance of its obligations under this Agreement and no
          such actions, suits or proceedings are threatened or, to the knowledge
          of the Investor, contemplated and, to the knowledge of the Investor,
          no investigations are threatened by any governmental or regulatory
          authority or threatened by others that has or would reasonably be
          expected, individually or in the aggregate, to prohibit, materially
          delay or materially and adversely impact the Investor's performance of
          its obligations under this Agreement.

     (m)  No Broker's Fees. The Investor is not a party to any contract,
          agreement or understanding with any person (other than this Agreement)
          that would give rise to a valid claim against the Company for a
          brokerage commission, finder's fee or like payment in connection with
          the Rights Offering or the sale of the Investor Shares.

     (n)  No Undisclosed Written Agreements. The Investor has not entered into
          any material written agreements between or among the Investors
          directly relating to such Investor's Investor Shares or the
          performance of the Transaction Agreements, and any such written
          agreement hereafter entered into will be disclosed promptly to the
          Company.

     (o)  Available Funds. To the extent the Investor is ADAH, Dolce or
          Harbinger, the Investor has provided the Company with a true and
          complete copy of an executed commitment letter from the parties
          signatory thereto to provide equity financing to such Investor (the
          "Equity Commitment Letter"). Each such Investor represents as to
          itself that its Equity Commitment Letter is in full force and effect
          and is a valid and binding obligation of the parties thereto
          enforceable in accordance with its terms except as the enforcement
          thereof is subject to bankruptcy, insolvency, fraudulent transfer,
          reorganization, moratorium and similar laws of general applicability
          relating to or affecting creditors rights and to general equitable
          principles. The Equity Commitment Letters are not subject to any
          condition or contingency with respect to financing that is not set
          forth in such letter other than the terms and conditions of this
          Agreement.

5.   Additional Covenants of the Company. The Company agrees with each of the
     Investors as set forth below.

     (a)  Initial Approval Motion and Initial Approval Order. The Company agrees
          that it shall use reasonable best efforts to cause the Initial
          Approval Order to become a Final Approval Order as soon as practicable
          following the filing of the Approval Motion.

     (b)  Plan and Disclosure Statement. The Company shall authorize, execute,
          file with the Bankruptcy Court and seek confirmation of, a Plan (and a
          related disclosure


                                      -34-



          statement (the "Disclosure Statement")) (i) the terms of which are
          consistent with this Agreement, the Preferred Term Sheet, the PSA and
          the GM Settlement, and with such other terms that, to the extent they
          have a material impact on the Investors' proposed investment in the
          Company, are reasonably satisfactory to each of ADAH and Dolce;
          provided, however, that prior to the Due Diligence Expiration Date,
          the standard for the approval by each of ADAH and Dolce of such other
          terms shall be each in its sole discretion, (ii) that provides for the
          release and exculpation of each Investor, its Affiliates,
          shareholders, partners, directors, officers, employees and advisors
          from liability for participation in the transactions contemplated by
          this Agreement, the Preferred Term Sheet, the PSA and the Plan to the
          fullest extent permitted under applicable law and (iii) that has
          conditions to confirmation and the Effective Date of the Plan (and to
          what extent any such conditions can be waived and by whom) that are
          consistent with this Agreement, the Preferred Term Sheet, the PSA and
          the GM Settlement and with such other terms that, to the extent they
          have a material impact on the Investors' proposed investment in the
          Company, are reasonably satisfactory to each of ADAH and Dolce;
          provided, however, that prior to the Due Diligence Expiration Date,
          the standard for the approval by each of ADAH and Dolce of such other
          terms shall be each in its sole discretion. The Company will (i)
          provide to each Investor and its counsel a copy of the Plan and the
          Disclosure Statement, and any amendments thereto, and a reasonable
          opportunity to review and comment on such documents prior to such
          documents being filed with the Bankruptcy Court, and (ii) duly
          consider in good faith any comments consistent with this Agreement,
          the Preferred Term Sheet and the PSA, and any other reasonable
          comments of each of the Investors and their respective counsel, and
          shall not reject such comments without first discussing the reasons
          therefor with ADAH and Dolce or their counsel and giving due
          consideration to the views of ADAH and Dolce and their counsel. In
          addition, the Company will (i) provide to each Investor and its
          counsel a copy of the Confirmation Order and a reasonable opportunity
          to review and comment on such order prior to such order being filed
          with the Bankruptcy Court and (ii) duly consider in good faith any
          comments consistent with this Agreement, the Preferred Term Sheet and
          the PSA and any other reasonable comments of each of the Investors and
          their respective counsel, into such Confirmation Order, and shall not
          reject such comments without first discussing the reasons therefor
          with ADAH and Dolce or their counsel and giving due consideration to
          the views of ADAH and Dolce and their counsel.

     (c)  Rights Offering. The Company shall use its reasonable best efforts to
          effectuate the Rights Offering as provided herein.

     (d)  Securities Laws; Rights Offering Registration Statement. The Company
          shall take all action as may be necessary or advisable so that the
          Rights Offering and the issuance and sale of the Investor Shares and
          the other transactions contemplated by this Agreement will be effected
          in accordance with the Securities Act and the Exchange Act and any
          state or foreign securities or Blue Sky laws. As promptly as
          practicable following the later of the Due Diligence Expiration Date
          and the date the GM Settlement is agreed, the Company shall file a
          Rights


                                      -35-



          Offering Registration Statement with the Commission. The Company
          shall: (i) provide the Investors with a reasonable opportunity to
          review the Rights Offering Registration Statement, and any amendment
          or supplement thereto, before any filing with the Commission and shall
          duly consider in good faith any comments consistent with this
          Agreement, the Preferred Term Sheet and the PSA, and any other
          reasonable comments of the Investors and their respective counsel, and
          shall not reject such comments without first discussing the reasons
          therefor with ADAH and Dolce or their counsel and giving due
          consideration to the views of ADAH and Dolce and their counsel; (ii)
          advise the Investors, promptly after it receives notice thereof, of
          the time when the Rights Offering Registration Statement has been
          filed or has become effective or any Rights Offering Prospectus or
          Rights Offering Prospectus supplement has been filed and shall furnish
          the Investors with copies thereof; (iii) advise the Investors promptly
          after it receives notice of any comments or inquiries by the
          Commission (and furnish the Investors with copies of any
          correspondence related thereto), of the issuance by the Commission of
          any stop order or of any order preventing or suspending the use of the
          Rights Offering Prospectus or Issuer Free Writing Prospectus, of the
          initiation or threatening of any proceeding for any such purpose, or
          of any request by the Commission for the amending or supplementing of
          the Rights Offering Registration Statement or a Rights Offering
          Prospectus or for additional information, and in each such case,
          provide the Investors with a reasonable opportunity to review any such
          comments, inquiries, request or other communication from the
          Commission and to review any amendment or supplement to the Rights
          Offering Registration Statement or the Rights Offering Prospectus
          before any filing with the Commission, and to duly consider in good
          faith any comments consistent with this Agreement, the Preferred Term
          Sheet and the PSA, and any other reasonable comments of the Investors
          and their respective counsel, and not reject such comments without
          first discussing the reasons therefor with ADAH and Dolce or their
          counsel and giving due consideration to the views of ADAH and Dolce
          and their counsel; and (iv) in the event of the issuance of any stop
          order or of any order preventing or suspending the use of a Rights
          Offering Prospectus or any Issuer Free Writing Prospectus or
          suspending any such qualification, to use promptly its reasonable best
          efforts to obtain its withdrawal.

     (e)  Listing. The Company shall use its commercially reasonable efforts to
          list and maintain the listing of the New Common Stock on the New York
          Stock Exchange or, if approved by each of ADAH and Dolce, the Nasdaq
          Global Select Market.

     (f)  Rule 158. The Company will generally make available to the Company's
          security holders as soon as practicable an earnings statement of the
          Company covering a twelve-month period beginning after the date of
          this Agreement, which shall satisfy the provisions of Section 11(a) of
          the Securities Act.

     (g)  Notification. The Company shall notify, or cause the Subscription
          Agent to notify the Investors, on each Friday during the Rights
          Exercise Period and on each Business Day during the five Business Days
          prior to the Expiration Time (and any


                                      -36-



          extensions thereto), or more frequently if reasonably requested by any
          of the Investors, of the aggregate number of Rights known by the
          Company or the Subscription Agent to have been exercised pursuant to
          the Rights Offering as of the close of business on the preceding
          Business Day or the most recent practicable time before such request,
          as the case may be.

     (h)  Unsubscribed Shares. The Company shall determine the number of
          Unsubscribed Shares, if any, in good faith, shall provide a Purchase
          Notice or a Satisfaction Notice that accurately reflects the number of
          Unsubscribed Shares as so determined and shall provide to the
          Investors a certification by the Subscription Agent of the
          Unsubscribed Shares or, if such certification is not available, such
          written backup to the determination of the Unsubscribed Shares as any
          Investor may reasonably request.

     (i)  HSR. The Company shall use its reasonable best efforts to promptly
          prepare and file all necessary documentation and to effect all
          applications and seek all approvals or consents that are necessary or
          advisable under the HSR Act and any comparable laws or regulations in
          any foreign jurisdiction so that any applicable waiting period shall
          have expired or been terminated thereunder with respect to the
          purchase of Investor Shares hereunder, and shall not take any action
          that is intended or reasonably likely to materially impede or delay
          the ability of the parties to obtain any necessary approvals required
          for the transactions contemplated by this Agreement. The Company shall
          file, to the extent that it is required to file, the Notification and
          Report Form required under the HSR Act with respect to the
          transactions contemplated by this Agreement with the Antitrust
          Division of the United States Department of Justice and the United
          States Federal Trade Commission no later than 30 calendar days
          following the date the Initial Approval Order is entered by the
          Bankruptcy Court (and if such date is not a Business Day on the next
          succeeding Business Day).

     (j)  Clear Market. For a period of 180 days after the Closing Date (the
          "Restricted Period"), the Company will not (i) offer, pledge, announce
          the intention to sell, sell, contract to sell, sell any option or
          contract to purchase, purchase any option or contract to sell, grant
          any option, right or warrant to purchase or otherwise transfer or
          dispose of, directly or indirectly, any shares of capital stock of the
          Company or any securities convertible into or exercisable or
          exchangeable for capital stock of the Company or (ii) enter into any
          swap or other agreement that transfers, in whole or in part, any of
          the economic consequences of ownership of the capital stock of the
          Company, whether any such transaction described in clause (i) or (ii)
          above is to be settled by delivery of capital stock of the Company or
          such other securities, in cash or otherwise, without the prior written
          consent of each of the ADAH and Dolce, except for (A) Rights and New
          Common Stock issuable upon exercise of Rights, (B) shares of New
          Common Stock issued upon the exercise of any stock options outstanding
          as of the Effective Date and (C) the issuance of New Common Stock and
          other equity interests as set forth in the Preferred Term Sheet, the
          PSA and pursuant to the Plan. Notwithstanding the foregoing, if (i)
          during the last 17 days of the Restricted Period, the Company


                                      -37-



          issues an earnings release or material news or a material event
          relating to the Company occurs or (ii) prior to the expiration of the
          Restricted Period, the Company announces that it will release earnings
          results during the 16-day period beginning on the last day of the
          Restricted Period, the restrictions imposed by this Agreement shall
          continue to apply until the expiration of the 18-day period beginning
          on the issuance of the earnings release or the occurrence of the
          material news or material event.

     (k)  Use of Proceeds. The Company will apply the net proceeds from the sale
          of the Rights and the Investor Shares as provided in the Rights
          Offering Prospectus.

     (l)  No Stabilization. The Company will not take, directly or indirectly,
          any action designed to or that would reasonably be expected to cause
          or result in any stabilization or manipulation of the price of the
          Shares.

     (m)  Reports. So long as any Investor holds Shares, the Company will
          furnish to such Investor, as soon as they are available, copies of all
          reports or other communications (financial or other) furnished to
          holders of the Rights or the Shares, as the case may be, and copies of
          any reports and financial statements furnished to or filed with the
          Commission or any national securities exchange or automatic quotation
          system.

     (n)  Conduct of Business. During the period from the date of this Agreement
          to the Closing Date (except as otherwise expressly provided by the
          terms of this Agreement (including the Disclosure Letter), the PSA,
          the Plan or any other order of the Bankruptcy Court entered on or
          prior to the date hereof in the Chapter 11 Cases), the Company and its
          Subsidiaries shall carry on their businesses in the ordinary course
          (subject to any actions which are consistent with the Transformation
          Plan) and, to the extent consistent therewith, use their commercially
          reasonable efforts to preserve intact their current business
          organizations, keep available the services of their current officers
          and employees and preserve their relationships with customers,
          suppliers, licensors, licensees, distributors and others having
          business dealings with the Company or its Subsidiaries. Without
          limiting the generality of the foregoing, except as set forth in the
          Disclosure Letter, on and after the date on which the Business Plan is
          approved and accepted by ADAH and Dolce, the Company and its
          Subsidiaries shall carry on their businesses in all material respects
          in accordance with such Business Plan and shall not enter into any
          transaction that would be inconsistent with such Business Plan and
          shall use its commercially reasonable efforts to effect such Business
          Plan. Without limiting the generality of the foregoing, and except as
          otherwise expressly provided or permitted by this Agreement (including
          the Disclosure Letter), the PSA, the Plan or any other order of the
          Bankruptcy Court entered as of the date hereof in these Chapter 11
          Cases, prior to the Closing Date, the Company shall not, and shall
          cause its Subsidiaries not to, take any of the following actions
          without the prior written consent of each of ADAH and Dolce, which
          consent shall not be unreasonably withheld, conditioned or delayed:


                                      -38-



          (i)  (A) declare, set aside or pay any dividends on, or make any other
               distributions in respect of, any of its capital stock, (B) split,
               combine or reclassify any of its capital stock or issue or
               authorize the issuance of any other securities in respect of, in
               lieu of or in substitution for shares of its capital stock or (C)
               purchase, redeem or otherwise acquire, except in connection with
               the Plan, any shares of capital stock of the Company or any other
               securities thereof or any rights, warrants or options to acquire
               any such shares or other securities;

          (ii) except for intercompany transactions and any financing activities
               which are consistent with the Company's existing financing,
               issue, deliver, grant, sell, pledge, dispose of or otherwise
               encumber any of its capital stock or any securities convertible
               into, or any rights, warrants or options to acquire, any such
               capital stock at less than fair market value;

          (iii) acquire or agree to acquire by merging or consolidating with, or
               by purchasing a substantial portion of the stock, or other
               ownership interests in, or substantial portion of assets of, or
               by any other manner, any business or any corporation,
               partnership, association, joint venture, limited liability
               company or other entity or division thereof except in the
               ordinary course of business;

          (iv) sell, lease, mortgage, pledge, grant a lien, mortgage, pledge,
               security interest, charge, claim or other encumbrance of any kind
               or nature on or otherwise encumber or dispose of any of its
               properties or assets, except (A) in the ordinary course of
               business consistent with past practice and (B) other transactions
               involving not in excess of $100 million in any 12 month period;

          (v)  (A) incur any indebtedness for borrowed money or guarantee any
               such indebtedness of another individual or entity, issue or sell
               any debt securities or warrants or other rights to acquire any
               debt securities of the Company, guarantee any debt securities of
               another individual or entity, enter into any "keep well" or other
               agreement to maintain any financial statement condition of
               another person (other than a Subsidiary) or enter into any
               arrangement having the economic effect of any of the foregoing in
               excess of $100 million in any 12 month period, except for (x)
               working capital borrowings and increases in letters of credit
               necessary in the ordinary course of business under the Company's
               existing or any amended or replacement revolving credit
               facilities, and (y) indebtedness solely between the Company and
               its Subsidiaries or between such Subsidiaries or (B) except for
               transactions between the Company and any of its Subsidiaries or
               between such Subsidiaries, make any loans, advances or capital
               contributions to, or investments in, any other individual or
               entity, other than customary advances of business and travel
               expenses to employees of the Company in the ordinary course of
               business consistent with past practice;


                                      -39-



          (vi) enter into any new, or amend or supplement any existing,
               collective bargaining agreement, which is inconsistent with the
               Transformation Plan, this Agreement, the PSA, the Plan and the GM
               Settlement; or

          (vii) authorize any of, or commit or agree to take any of, the
               foregoing actions.

     (o)  Actions Regarding Conditions. During the period from the date of this
          Agreement to the Closing Date, the Company shall not take any action
          or omit to take any action that would reasonably be expected to result
          in the conditions to the Agreement set forth in Section 9 not being
          satisfied.

     (p)  GM Settlement. The Company shall use its reasonable best efforts to
          agree on, prior to January 31, 2007, a settlement agreement (the "GM
          Settlement") between the Company and GM that is consistent with this
          Agreement, the PSA and the Plan, and satisfactory to each of ADAH and
          Dolce in its sole discretion. The Company will (i) provide to the
          Investors and their respective counsel a copy of the GM Settlement and
          a reasonable opportunity to review and comment on such documents prior
          to such documents being executed or delivered or filed with the
          Bankruptcy Court, and (ii) duly consider in good faith any comments of
          each of ADAH and Dolce and their respective counsel consistent with
          this Agreement, the Preferred Term Sheet and the PSA and any other
          reasonable comments of each of the Investors and their respective
          counsel, and shall not reject such comments without first discussing
          the reasons therefor with ADAH and Dolce or their counsel and giving
          due consideration to the views of ADAH and Dolce and their counsel.
          The Company shall not enter into any other agreement with GM that (i)
          is materially inconsistent with this Agreement, the PSA and the Plan,
          (ii) is outside the ordinary course of business or (iii) the terms of
          which would have a material impact on the Investors' proposed
          investment in the Company.

     (q)  Access to Information. Subject to applicable law and existing
          confidentiality agreements between the parties, upon reasonable
          notice, the Company shall (and shall cause its Subsidiaries to) afford
          the Investors (and any prospective Ultimate Purchaser that executes a
          confidentiality agreement reasonably acceptable to the Company, which
          agreement will provide that, unless otherwise determined by the
          Company, all contact between such Ultimate Purchaser and the Company
          shall be through ADAH or Dolce) and their directors, officers,
          employees, investment bankers, attorneys, accountants and other
          advisors or representatives, reasonable access, throughout the period
          prior to the Closing Date, to its employees, properties, books,
          contracts and records and, during such period, the Company shall (and
          shall cause its Subsidiaries to) furnish promptly to the Investors all
          information concerning its business, properties and personnel as may
          reasonably be requested by any Investor; provided, that the foregoing
          shall not require the Company (i) to permit any inspection, or to
          disclose any information, that in the reasonable judgment of the
          Company would cause the Company to violate any of its obligations with
          respect to confidentiality to a third party if the Company shall have
          used commercially reasonable efforts to obtain the consent of such
          third party to such inspection or disclosure, (ii) to disclose any
          privileged information


                                      -40-



          of the Company or any of its Subsidiaries or (iii) to violate any
          laws; provided, further, that the Company shall deliver to the
          Investors a schedule setting in forth in reasonable detail a
          description of any information not provided to the Investors pursuant
          to subclauses (i) through (iii) above. All requests for information
          and access made pursuant to this Section 5(q) shall be directed to the
          Chief Restructuring Officer or such other person as may be designated
          by such person.

     (r)  Financial Information. For each month, beginning November 2006 until
          the Closing Date, the Company shall provide to each Investor an
          unaudited consolidated balance sheet and related unaudited
          consolidated statements of operations, consolidated statements of
          stockholders' equity and consolidated statements of cash flows for the
          month then ended within 30 days of the end of such month (the "Monthly
          Financial Statements"). The Monthly Financial Statements, except as
          indicated therein, shall be prepared in accordance with the Company's
          normal financial reporting practices. The Monthly Financial Statements
          shall fairly present in all material respects the financial position,
          results of operations and cash flows of the Company and its
          Subsidiaries as of the dates indicated and for the periods specified.

     (s)  Business Plan and Disclosure Letter. The Company shall use its
          commercially reasonable efforts to provide to the Investors as soon as
          practicable a final five-year business plan approved by the Company's
          board of directors and prepared in good faith and based on reasonable
          assumptions, which business plan shall provide for the amount of
          EBITDA for each of fiscal years 2007 through 2011 (the "Business
          Plan"); provided, that the Company shall not be required to deliver
          and neither ADAH nor Dolce shall be required to approve or accept for
          consideration by them any Business Plan that does not reflect a final
          and binding GM Settlement. The Company shall deliver with the Business
          Plan a Disclosure Letter which provides for exceptions from the
          representations and warranties of the Company in Section 3.

     (t)  Financing Assistance. The Company and its Subsidiaries shall obtain
          the debt financing from financing sources reasonably satisfactory to
          Dolce and ADAH and in amounts sufficient to consummate the
          transactions contemplated by this Agreement, the Preferred Term Sheet,
          the PSA, the GM Settlement and the Plan, such financing to be on
          then-prevailing market terms with respect to the applicable interest
          rate, redemption provisions and fees, and otherwise to be on terms
          that are acceptable to each of ADAH and Dolce not to be unreasonably
          withheld (the "Debt Financing"). Subject to applicable regulatory or
          NASD requirements, Merrill Lynch, Pierce, Fenner & Smith, Incorporated
          and UBS Securities LLC (or their Affiliates) shall be entitled to
          participate in such Debt Financing on market terms. The Company and
          its Subsidiaries shall execute and deliver any commitment letters,
          underwriting or placement agreements, registration statements, pledge
          and security documents, other definitive financing documents, or other
          requested certificates or documents necessary or desirable to obtain
          the Debt Financing. The Company will (i) provide to the Investors and
          their respective counsel a copy of all marketing information, term
          sheets,


                                      -41-



          commitment letters and agreements related to the Debt Financing and a
          reasonable opportunity to review and comment on such documents prior
          to such document being distributed, executed or delivered or filed
          with the Bankruptcy Court, (ii) duly consider in good faith any
          comments of the Investors and their respective counsel consistent with
          the Agreement, the Preferred Term Sheet and the PSA and any other
          reasonable comments of the Investors and their respective counsel and
          shall not reject such comments without first discussing the reasons
          therefor with ADAH and Dolce or their counsel and giving due
          consideration to the views of ADAH and Dolce and their counsel, and
          (iii) keep the Investors reasonably informed on a timely basis of
          developments in connection with the Debt Financing and provide the
          Investors with an opportunity to attend and participate in meetings
          and/or roadshows with potential providers of the Debt Financing.

     (u)  Labor Agreements. The Company and its Subsidiaries shall use their
          reasonable best efforts to enter into (A) tentative labor agreements
          with each of The International Union, United Automobile, Aerospace and
          Agricultural Implement Workers of America ("UAW"), the International
          Union of Electronic, Electrical, Salaried, Machine and Furniture
          Workers - Communications Workers of America ("IUE-CWA") and the United
          Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied
          Industrial and Service Workers International Union, AFL-CIO/CLC (the
          "USW") that each of ADAH and Dolce shall have approved in its sole
          discretion and which adequately address, among other things, the
          following matters: (i) permit achievement of the transactions
          contemplated by this Agreement, the Preferred Term Sheet, the PSA and
          the Plan (including plant closings, asset dispositions and resolution
          of union claims), (ii) permit achievement of the Business Plan and the
          EBITDA Target; and (B) an agreement that GM will be responsible for
          certain hourly labor costs (compensation, benefits and other labor
          costs) acceptable to each of ADAH and Dolce in each of its sole
          discretion at certain of the Company's facilities. The Company will
          (i) provide to the Investors and their respective counsel a copy of
          any labor agreement and a reasonable opportunity to review and comment
          on such document prior to such document being executed or delivered or
          filed with the Bankruptcy Court, and (ii) duly consider in good faith
          any comments of the Investors and their respective counsel consistent
          with this Agreement, the Preferred Term Sheet and the PSA and any
          other reasonable comments of the Investors and their respective
          counsel, and shall not reject such comments without first discussing
          the reasons therefor with ADAH and Dolce or their counsel and giving
          due consideration to the views of ADAH and Dolce and their counsel.

     (v)  Other Actions by the Company.

          (i)  Existing Shareholder Rights Plan. The Company and the Board of
               Directors of the Company (A) has taken all necessary action to
               amend the Existing Shareholder Rights Plan to provide that none
               of the Investors (including any Related Purchaser or Ultimate
               Purchaser) shall be deemed an "Acquiring Person" as defined in
               the Existing Shareholder Rights Plan


                                      -42-



               and that the rights will not separate from the Common Stock
               pursuant to the Existing Shareholder Rights Plan as a result of
               entering into this Agreement or the PSA or consummating the
               transactions contemplated hereby (including any transfer of
               Investor Shares to any Related Purchaser or Ultimate Purchaser)
               or by the Preferred Term Sheet, the PSA or the Plan, and (B) will
               take all such action as is necessary to terminate the Existing
               Shareholder Rights Plan effective as of the Closing Date.

          (ii) Takeover Statutes and Charter. The Company and the Board of
               Directors of the Company has taken all action necessary (A) to
               ensure that no Takeover Statute or similar statue or regulation
               is or becomes applicable to this Agreement or any transaction
               contemplated hereby (including any transfer of Investor Shares to
               any Related Purchaser or Ultimate Purchaser) or by the Preferred
               Term Sheet, the PSA or the Plan, (B) if any Takeover Statute is
               or may become applicable to the transactions contemplated by this
               Agreement (including any transfer of Investor Shares to any
               Related Purchaser or Ultimate Purchaser) or the Plan, to grant
               such approvals and take such actions as are necessary so that
               such transactions may be consummated as promptly as practicable
               on the terms contemplated by this Agreement and the Plan and
               otherwise act to eliminate or minimize the effects of such
               statute or regulation on such transactions and (C) to ensure that
               this Agreement or any transaction contemplated hereby (including
               any transfer of Investor Shares to any Related Purchaser or
               Ultimate Purchaser) or by the Preferred Term Sheet, the PSA or
               the Plan are approved for purposes of Article IX of the Company's
               Amended and Restated Certificate of Incorporation, dated January
               26, 1999, as amended to date, and that such provision shall not
               apply to the transactions contemplated hereby or by the Preferred
               Term Sheet, the PSA or the Plan.

     (w)  Agreement on Key Documentation. The Company shall use its
          commercially reasonable efforts to agree on or prior to January 31,
          2007 on (a) the terms of the GM Settlement, (b) the agreements
          contemplated by Section 5(u), and (c) the terms of the Amended and
          Restated Constituent Documents, the Series A-1 Certificate of
          Designations, the Series A-2 Certificate of Designations and the
          Series B Certificate of Designations, the Shareholders Agreement and
          the Registration Rights Agreement with ADAH and Dolce.

     (x)  Investment Decision Package. If at any time prior to the Expiration
          Date, any event occurs as a result of which the Investment Decision
          Package, as then amended or supplemented, would include an untrue
          statement of a material fact or omit to state any material fact
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading, or if it
          shall be necessary to amend or supplement the Investment Decision
          Package to comply with applicable law, the Company will promptly
          notify the Investors of any such event and prepare an amendment or
          supplement to the Investor Decision Package that is reasonably
          acceptable in form and substance to each of ADAH and Dolce that will
          correct such statement or omission or effect such compliance.


                                      -43-



6.   Additional Covenants of the Investors. Each Investor agrees, severally and
     not jointly, with the Company:

     (a)  Information. To provide the Company with such information as the
          Company reasonably requests regarding the Investor for inclusion in
          the Rights Offering Registration Statement and the Disclosure
          Statement.

     (b)  HSR Act. To use reasonable best efforts to promptly prepare and file
          all necessary documentation and to effect all applications and to
          obtain all authorizations, approvals and consents that are necessary
          or advisable under the HSR Act and any comparable laws or regulations
          in any foreign jurisdiction so that any applicable waiting period
          shall have expired or been terminated thereunder and any applicable
          notification, authorization, approval or consent shall have been made
          or obtained with respect to the purchase of Investor Shares hereunder,
          and not to take any action that is intended or reasonably likely to
          materially impede or delay the ability of the parties to obtain any
          necessary approvals required for the transactions contemplated by this
          Agreement. Each Investor shall file, to the extent that it is required
          to file, the Notification and Report Form required under the HSR Act
          with respect to the transactions contemplated by this Agreement with
          the Antitrust Division of the United States Department of Justice and
          the United States Federal Trade Commission no later than 30 calendar
          days following the date the Initial Approval Order is entered by the
          Bankruptcy Court (and if such date is not a Business Day on the next
          succeeding Business Day).

     (c)  Bankruptcy Court Filings. To not file any pleading or take any other
          action in the Bankruptcy Court with respect to this Agreement, the
          Plan, the Disclosure Statement or the Confirmation Order or the
          consummation of the transactions contemplated hereby or thereby that
          is inconsistent in any material respect with this Agreement or the
          Company's efforts to obtain the entry of the Confirmation Order
          consistent with this Agreement.

     (d)  Reasonable Best Efforts. Each Investor shall use its reasonable best
          efforts to take all actions, and do all things, reasonably necessary,
          proper or advisable on its part under this Agreement and applicable
          laws to cooperate with the Company and to consummate and make
          effective the transactions contemplated by this Agreement, the
          Preferred Term Sheet, the PSA, the GM Settlement and the Plan.

7.   Additional Joint Covenant of Company And Each Investor. Without limiting
     the generality of the undertakings pursuant to Sections 5(i) and 6(b), the
     Company and each Investor shall use its reasonable best efforts to take, or
     cause to be taken, all action and to do, or cause to be done, all things
     necessary under the HSR Act and any comparable laws or regulations in any
     foreign jurisdiction to consummate and make effective the transactions
     contemplated by this Agreement and the other Transaction Agreements,
     including furnishing all information required by applicable law in
     connection with approvals of or filings with any governmental authority,
     and filing, or causing to be filed, as promptly as practicable, any
     required notification and report forms under other


                                      -44-



     applicable competition laws with the applicable governmental antitrust
     authority. The parties shall consult with each other as to the appropriate
     time of filing such notifications and shall agree upon the timing of such
     filings. Subject to appropriate confidentiality safeguards, each party
     shall (i) respond promptly to any request for additional information made
     by the antitrust agency; (ii) promptly notify counsel to the other party
     of, and if in writing, furnish counsel to the other party with copies of
     (or, in the case of material oral communications, advise the other party
     orally of) any communications from or with the antitrust agency in
     connection with any of the transactions contemplated by this Agreement;
     (iii) not participate in any meeting with the antitrust agency unless it
     consults with counsel to the other party in advance and, to the extent
     permitted by the agency, give the other party a reasonable opportunity to
     attend and participate thereat; (iv) furnish counsel to the other party
     with copies of all correspondence, filings and communications between it
     and the antitrust agency with respect to any of the transactions
     contemplated by this Agreement; and (v) furnish counsel to the other party
     with such necessary information and reasonable assistance as may be
     reasonably necessary in connection with the preparation of necessary
     filings or submission of information to the antitrust agency. The Parties
     shall use their reasonable best efforts to cause the waiting periods under
     the applicable competitions laws to terminate or expire at the earliest
     possible date after the date of filing.

     Notwithstanding anything in this Agreement to the contrary, nothing shall
     require any Investor or its Affiliates to dispose of any of its or its
     Subsidiaries' or its Affiliates' assets or to limit its freedom of action
     with respect to any of its or its Subsidiaries' businesses, or to consent
     to any disposition of the Company's or the Company Subsidiaries' assets or
     limits on the Company's or the Company Subsidiaries' freedom of action with
     respect to any of its or the Company Subsidiaries' businesses, or to commit
     or agree to any of the foregoing, and nothing in this Agreement shall
     authorize the Company or any Company Subsidiary to commit or agree to any
     of the foregoing, to obtain any consents, approvals, permits or
     authorizations to remove any impediments to the transactions contemplated
     hereby or by any Transaction Agreement relating to antitrust or competition
     laws or to avoid the entry of, or to effect the dissolution of, any
     injunction, temporary restraining order or other order in any action
     relating to antitrust or competition laws.

8.   Reasonable Best Efforts.

          The Company shall use its reasonable best efforts (and shall cause its
Subsidiaries to use their respective 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 or their part under this Agreement and
applicable laws to cooperate with the Investors and to consummate and make
effective the transactions contemplated by this Agreement, the Preferred Term
Sheet, the PSA, the GM Settlement and the Plan, including:

     (a)  preparing and filing as promptly as practicable all documentation to
          effect all necessary notices, reports and other filings and to obtain
          as promptly as practicable all consents, registrations, approvals,
          permits and authorizations necessary or advisable to be obtained from
          any third party or governmental entity; provided, however, that,
          notwithstanding the foregoing, in connection with


                                      -45-



          obtaining such consents, the Company shall not, without the prior
          written consent of each of ADAH and Dolce in their sole discretion,
          pay or commit to pay any person or entity whose consent is being
          solicited in cash or other consideration to the extent such payment
          could reasonably be expected to prevent the Company from achieving the
          EBITDA targets set forth in Section 9(a)(xviii) hereof;

     (b)  defending any lawsuits or other actions or proceedings, whether
          judicial or administrative, challenging this Agreement, the Preferred
          Term Sheet, the PSA, the GM Settlement or the Plan or any other
          agreement contemplated by this Agreement, the Preferred Term Sheet,
          the PSA, the GM Settlement or the Plan or the consummation of the
          transactions contemplated hereby and thereby, including seeking to
          have any stay or temporary restraining order entered by any court or
          other governmental entity vacated or reversed;

     (c)  executing, delivering and filing, as applicable, any additional
          ancillary instruments or agreements necessary to consummate the
          transactions contemplated by this Agreement, the Preferred Term Sheet,
          the PSA, the GM Settlement or the Plan and to fully carry out the
          purposes of this Agreement, the Preferred Term Sheet, the PSA, the GM
          Settlement, the Plan and the transactions contemplated hereby and
          thereby including, without limitation: (i) employment agreements and
          other compensation arrangements with senior management of the Company
          relating to compensation, benefits, supplemental retirement benefits,
          stock options and restricted stock awards, severance and change in
          control provisions and other benefits on market terms (as determined
          by the Company's board of directors based on the advice of
          Watson-Wyatt and reasonably acceptable to ADAH and Dolce); (ii)
          agreements and other arrangements acceptable to each of ADAH and Dolce
          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 the implementation of the Plan;
          (iii) a shareholders agreement among the Company, ADAH and Dolce
          reasonably satisfactory to ADAH and Dolce (the "Shareholders
          Agreement"); (iv) a registration rights agreement (the "Registration
          Rights Agreement") among the Company and the Investors, reasonably
          satisfactory to each of ADAH and Dolce to the extent that the material
          terms of such Registration Rights Agreement would have a material
          impact on the Investors' proposed investment in the Company, and
          providing that the Company shall (a) as soon as practicable after the
          Closing Date, and in any event no later than seven (7) days after the
          Closing Date, prepare and file with the Commission a registration
          statement, including all exhibits thereto, pursuant to Rule 415 under
          the Securities Act registering offers and sales by the Investors and
          the Ultimate Purchasers of the Unsubscribed Shares, the Direct
          Subscription Shares and the Series B Preferred Stock (the "Resale
          Registration Statement" and, together with the final prospectus
          contained in the Resale Registration Statement as of its effective
          date (including information, if any, omitted pursuant to Rule 430A and
          subsequently provided pursuant to Rule 424(b) under the Securities
          Act), and any amended form of such prospectus provided under Rule
          424(b) under the Securities Act or contained in a post-


                                      -46-



          effective amendment to the Resale Registration Statement) and any
          issuer free writing prospectus as defined in Rule 433 under the
          Securities Act used in connection with the resale of such shares, the
          "Resale Registration Documents"); (b) cause the Resale Registration
          Statement to be declared effective by the Commission as soon as
          practicable after the filing thereof, and in any event no later than
          thirty (30) days after the Closing Date; (c) obtain such comfort
          letters from the Company's independent certified public accountants
          addressed to the Investors covering such matters of the type
          customarily covered by comfort letters and as ADAH and Dolce
          reasonably request; and (d) cause a customary opinion or opinions and
          negative assurance statement, in customary form and scope from counsel
          to the Company to be furnished to each Investor; (v) an amended and
          restated certificate of incorporation and amended by-laws of the
          Company, in each case, that is consistent with this Agreement, the PSA
          and the Preferred Term Sheet and reasonably satisfactory to each of
          ADAH and Dolce to the extent that the material terms of such
          certificate of incorporation and by-laws would have a material impact
          on the Investors' proposed investment in the Company; provided, that
          the amended and restated certificate of incorporation of the Company
          to be effective immediately following the Effective Date shall
          prohibit; (A) for so long as ADAH or Dolce, as the case may be, owns
          any shares of Series A Preferred Stock, any transactions between the
          Company or any of its Subsidiaries, on the one hand, and ADAH or Dolce
          or their respective Affiliates, as the case may be, on the other hand
          (including any "going private transaction" sponsored by ADAH or Dolce)
          unless such transaction shall have been approved by (x) directors
          constituting not less than 75% of the number of Common Directors and
          (y) in the case of any transaction with ADAH or its Affiliates, Dolce,
          and in the case of any transaction with Dolce or its Affiliates, ADAH,
          and (B) any transaction between the Company or any of its
          Subsidiaries, on the one hand, and a director, on the other hand,
          other than a director appointed by holders of Series A Preferred
          Stock, unless such transaction shall have been approved by directors
          having no material interest in such transaction (a "Disinterested
          Director") constituting not less than 75% of the number of
          Disinterested Directors; provided, that nothing in this provision
          shall require any approval of any arrangements in effect as of
          December 18, 2006 with either General Motors Acceptance Corporation
          ("GMAC") or General Motors ("GM") as a result of the ownership by
          Dolce and its Affiliates of securities of GMAC or Dolce's and its
          Affiliates' other arrangements in effect as of December 18, 2006 with
          GM with respect to GMAC (such amended and restated certificate of
          incorporation and amended bylaws are herein referred to as the
          "Amended and Restated Constituent Documents"); and (vi) the Series A-1
          Certificate of Designations, the Series A-2 Certificate of
          Designations and the Series B Certificate of Designations, in each
          case, that is consistent with the terms set forth in the Preferred
          Term Sheet and that, to the extent they have a material impact on the
          Investors' proposed investment in the Company, are reasonably
          satisfactory to each of ADAH and Dolce; provided, that prior to the
          Due Diligence Expiration Date, the standard for the approval by each
          of ADAH and Dolce shall be each in its sole discretion. Subject to
          applicable laws and regulations relating to the exchange of
          information, the Investors and the


                                      -47-



          Company shall have the right to review in advance, and to the extent
          practicable each will consult with the other on all of the information
          relating to Investors or the Company, as the case may be, and any of
          their respective Subsidiaries, that appears in any filing made with,
          or written materials submitted to, any third party and/or any
          governmental entity in connection with the transactions contemplated
          by this Agreement or the Plan. In exercising the foregoing rights,
          each of the Company and the Investors shall act reasonably and as
          promptly as practicable.

9.   Conditions to the Obligations of the Parties.

     (a)  Subject to Section 9(b), the obligations of each of the Investors
          hereunder to consummate the transactions contemplated hereby shall be
          subject to the satisfaction prior to the Closing Date of each of the
          following conditions:

          (i)  Initial Approval Order. The Initial Approval Order shall have
               become a Final Approval Order. "Final Approval Order" shall mean
               an Initial Approval Order of the Bankruptcy Court, which has not
               been reversed, stayed, modified or amended, and as to which (a)
               the time to appeal, seek certiorari or request reargument or
               further review or rehearing has expired and no appeal, petition
               for certiorari or request for reargument or further review or
               rehearing has been timely filed, or (b) any appeal that has been
               or may be taken or any petition for certiorari or request for
               reargument or further review or rehearing that has been or may be
               filed has been resolved by the highest court to which the order
               or judgment was appealed, from which certiorari was sought or to
               which the request was made and no further appeal or petition for
               certiorari or request for reargument or further review or
               rehearing has been or can be taken or granted.

          (ii) Approval of Plan. To the extent that the material terms of the
               following have a material impact on the Investors' proposed
               investment in the Company, each of ADAH and Dolce shall be
               reasonably satisfied with, prior to filing with the Bankruptcy
               Court: (i) the Plan and any related documents, agreements or
               arrangements, (A) the terms of which are consistent in all
               material respects with this Agreement, the Preferred Term Sheet,
               the PSA and the GM Settlement, (B) that provide for the release
               and exculpation of each Investor, its Affiliates, shareholders,
               partners, directors, officers, employees and advisors from any
               liability for participation in the transactions contemplated by
               this Agreement, the Preferred Term Sheet, the PSA and the Plan to
               the fullest extent permitted under applicable law and (C) that
               have conditions to confirmation and the Effective Date of the
               Plan (and to what extent any such conditions can be waived and by
               whom) that are consistent with this Agreement, the Preferred Term
               Sheet, the PSA and the GM Settlement; (ii) a Disclosure Statement
               that is consistent in all material respects with the Plan, this
               Agreement, the Preferred Term Sheet, the PSA and the GM
               Settlement; (iii) a Confirmation Order, that is consistent in all
               material respects with the provisions of the Plan, this
               Agreement, the Preferred Term Sheet, the


                                      -48-



               PSA and the GM Settlement; and (iv) any amendments or supplements
               to any of the foregoing. Notwithstanding the foregoing, prior to
               the Due Diligence Expiration Date, the standard for the approval
               by each of ADAH and Dolce of the documents referred to in
               subsections (i), (ii), (iii) and (iv) shall be each in its sole
               discretion.

          (iii) Plan of Reorganization. The Company shall have complied in all
               material respects with the terms and conditions of the Plan that
               are to be performed by the Company prior to the Closing Date.

          (iv) GM Settlement. Each of ADAH and Dolce shall have approved in its
               sole discretion the GM Settlement prior to its filing with the
               Bankruptcy Court. The GM Settlement shall remain in full force
               and effect and shall not have been rescinded, terminated,
               challenged or repudiated by any party thereto and shall not have
               been amended in any manner that is not acceptable to each of ADAH
               and Dolce in its sole discretion. The parties to the GM
               Settlement shall have performed and complied with all of their
               respective covenants and agreements contained in the GM
               Settlement in all material respects through the Closing Date.

          (v)  Alternate Transaction. The Company shall not have entered into
               any letter of intent, memorandum of understanding, agreement in
               principle or other agreement (other than a confidentiality
               agreement with terms that are not materially less favorable to
               the Company than the terms of that certain Amended
               Confidentiality Information, Standstill and Nondisclosure
               Agreement, dated August 25, 2006, among the Company, Appaloosa
               Management L.P. and Harbinger Capital Partners Master Fund I,
               Ltd.) or taken any action to seek any Bankruptcy Court approval
               relating to, any Alternate Transaction (an "Alternate Transaction
               Agreement"). For the purpose of this Agreement, an "Alternate
               Transaction" means any plan, proposal, offer or transaction that
               is inconsistent with this Agreement, the Preferred Term Sheet,
               the PSA and the GM Settlement or the Plan, other than a Chapter 7
               liquidation.

          (vi) Change of Recommendation. There shall not have been a Change of
               Recommendation. For purposes of this Agreement, a "Change of
               Recommendation" shall mean, (i) the Company or its board of
               directors or any committee thereof, or GM shall have withheld,
               withdrawn, qualified or modified (or resolved or proposed to
               withhold, withdraw, qualify or modify), in a manner adverse to
               the Investors, its approval or recommendation of this Agreement,
               the Preferred Term Sheet, the PSA, the GM Settlement or the Plan
               or the transactions contemplated hereby or thereby or (ii) the
               Company or its board of directors or any committee thereof or GM
               shall have approved or recommended, or proposed to approve or
               recommend (including by filing any pleading or document with the
               Bankruptcy Court), any Alternate Transaction.


                                      -49-



          (vii) Confirmation Order. The Confirmation Order approving the Plan in
               form and substance approved by each of ADAH and Dolce in
               accordance with Section 9(a)(ii) above, shall have been entered
               by the Bankruptcy Court and such order shall be non-appealable,
               shall not have been appealed within ten calendar days of entry
               or, if such order is appealed, shall not have been stayed pending
               appeal, and there shall not have been entered by any court of
               competent jurisdiction any reversal, modification or vacation, in
               whole or in part, of such order (the "Confirmation Order").

          (viii) Plan and Confirmation Order. To the extent that the material
               terms of the following have a material impact on the Investors'
               proposed investment in the Company, (a) the Plan confirmed by the
               Bankruptcy Court in the Confirmation Order (the "Confirmed Plan")
               and the Confirmation Order shall be in the form and with such
               terms as are reasonably satisfactory to each of ADAH and Dolce in
               accordance with Section 9(a)(ii) above and (b) the Disclosure
               Statement approved by the Bankruptcy Court shall be in form and
               substance reasonably satisfactory to each of ADAH and Dolce in
               accordance with Section 9(a)(ii) above. Notwithstanding the
               foregoing, prior to the Due Diligence Expiration Date, the
               standard for the approval by each of ADAH and Dolce of the
               Confirmed Plan, the Confirmation Order and the Disclosure
               Statement shall be each in its sole discretion.

          (ix) Conditions to Effective Date. The conditions to the occurrence of
               the Effective Date of the Confirmed Plan shall have been
               satisfied or waived by the Company and each of ADAH and Dolce in
               accordance with the Plan.

          (x)  Rights Offering Registration Statement. The Rights Offering
               Registration Statement shall be effective not later than the
               Distribution Date and shall continue to be effective and no stop
               order shall have been entered by the Commission with respect
               thereto.

          (xi) Rights Offering. The Rights Offering shall have been conducted in
               all material respects in accordance with this Agreement and the
               Disclosure Statement and the Expiration Time shall have occurred.

          (xii) Purchase Notice. Each of the Investors shall have received a
               Purchase Notice from the Company, dated as of the Determination
               Date, certifying as to the number of Unsubscribed Shares to be
               purchased or a Satisfaction Notice.

          (xiii) Antitrust Approvals. All terminations or expirations of waiting
               periods imposed by any governmental or regulatory authority
               necessary for the consummation of the transactions contemplated
               by this Agreement, including under the HSR Act and any comparable
               regulations in any foreign jurisdiction, shall have occurred and
               all other notifications, consents, authorizations and approvals
               required to be made or obtained


                                      -50-



               from any competition or antitrust authority shall have been made
               or obtained for the transactions contemplated by this Agreement.

          (xiv) Consents. All other governmental and third party notifications,
               filings, consents, waivers and approvals required for the
               consummation of the transactions contemplated by this Agreement,
               the Preferred Term Sheet, the PSA and the Plan shall have been
               made or received.

          (xv) No Legal Impediment to Issuance. No action shall have been taken
               and no statute, rule, regulation or order shall have been
               enacted, adopted or issued by any federal, state or foreign
               governmental or regulatory authority, and no judgment,
               injunction, decree or order of any federal, state or foreign
               court shall have been issued, that prohibits the implementation
               of the Plan or the Rights Offering or the transactions
               contemplated by this Agreement, the Preferred Term Sheet, the PSA
               and the GM Settlement.

          (xvi) Representations and Warranties. The representations and
               warranties of Company contained in this Agreement shall be true
               and correct (disregarding all qualifications and exceptions
               contained therein relating to materiality, Material Adverse
               Effect or similar qualifications, other than such qualifications
               contained in Sections 3(i) and 3(j)) as of the Disclosure Letter
               Delivery Date and as of the Closing Date with the same effect as
               if made on and as of the Disclosure Letter Delivery Date and the
               Closing Date (except for representations and warranties made as
               of a specified date, which shall be true and correct only as of
               the specified date), except where the failure to be so true and
               correct, individually or in the aggregate, has not had, and would
               not reasonably be expected to have, a Material Adverse Effect,
               other than with respect to the representations in Sections 3(b),
               3(c), 3(d), 3(e), and 3(m)(ii) and 3(oo), which shall be true and
               correct in all respects. The representations and warranties of
               each Investor (other than the Investor asserting the failure of
               this condition) contained in this Agreement and in any other
               document delivered pursuant to this Agreement shall be true and
               correct (disregarding all qualifications and exceptions contained
               therein relating to materiality or material adverse effect on the
               Investor's performance of its obligations or similar
               qualifications) as of the Disclosure Letter Delivery Date and as
               of the Closing Date with the same effect as if made on the
               Disclosure Letter Delivery Date and the Closing Date (except for
               the representations and warranties made as of a specified date
               which shall be true and correct only as of such specified date);
               except where the failure to be so true and correct, individually
               or in the aggregate, has not and would not reasonably be
               expected, to prohibit, materially delay or materially and
               adversely impact the Investor's performance of its obligations
               under this Agreement.

          (xvii) Covenants. The Company and each Investor (other than the
               Investor asserting the failure of this condition) shall have
               performed and complied with all of its covenants and agreements
               contained in this Agreement and


                                      -51-



               in any other document delivered pursuant to this Agreement
               (including in any Transaction Agreement) in all material respects
               through the Closing Date.

          (xviii) EBITDA. Each of ADAH and Dolce shall be reasonably satisfied
               that the Company will achieve EBITDA at least equal to the 2008
               EBITDA Amount in 2008 and $2.4 billion in each of 2009 and 2010
               (exclusive of the Restructuring Charges to the extent the same
               had been deducted to determine EBITDA) (the "EBITDA Target").

          (xix) Financing. The Company shall have received the proceeds of the
               Debt Financings and the Rights Offering that, together with the
               proceeds of the sale of the Investor Shares, are sufficient to
               fund fully the transactions contemplated by this Agreement, the
               Preferred Term Sheet, the PSA, the GM Settlement (to the extent
               the Company is to fund such transactions) and the Plan.

          (xx) Labor Agreements. Each of ADAH and Dolce shall have been
               presented with and approved, in its sole discretion, on or before
               the Specified Date, tentative labor agreements between the
               Company and its applicable Subsidiaries, on the one hand, and
               each of the UAW, the IUE-CWA and the USW, on the other hand. Such
               tentative labor agreements as so approved shall remain in full
               force and effect and shall not have been rescinded, terminated,
               challenged or repudiated by any party thereto and shall not have
               been amended in any manner that is not acceptable to each of ADAH
               and Dolce in its sole discretion. The parties to the tentative
               labor agreements shall have performed and complied with all of
               their respective covenants and agreements contained in such
               tentative labor agreements approved by each of ADAH and Dolce in
               all material respects through the Closing Date.

          (xxi) Management Compensation. The Company shall have (i) entered into
               employment agreements and other compensation arrangements with
               senior management of the Company relating to compensation,
               benefits, supplemental retirement benefits, stock options and
               restricted stock awards, severance and change in control
               provisions and other benefits on market terms (as determined by
               the Company's board of directors based on the advice of
               Watson-Wyatt and reasonably acceptable to ADAH and Dolce); and
               (ii) resolved any claims of former executive officers, or
               executive officer's that have resigned or been terminated, on
               terms acceptable to each of ADAH and Dolce or otherwise ordered
               by the Bankruptcy Court.

          (xxii) Shareholders Agreement. The Company shall have entered into the
               Shareholders Agreement with ADAH and Dolce in accordance with
               Section 8(c)(iii);


                                      -52-



          (xxiii) Registration Rights Agreement. The Company shall have entered
               into the Registration Rights Agreement with the Investors in
               accordance with Section 8(c)(iv), reasonably satisfactory to each
               of ADAH and Dolce to the extent that the material terms of such
               Registration Rights Agreement would have a material impact on the
               Investors' proposed investment in the Company; provided, that
               prior to the Due Diligence Expiration Date, such Registration
               Rights Agreement shall be satisfactory to each of ADAH and Dolce
               in its sole discretion.

          (xxiv) Amended and Restated Constituent Documents. The Company shall
               have adopted the Amended and Restated Constituent Documents, the
               Series A-1 Certificate of Designations, the Series A-2
               Certificate of Designations and the Series B Certificate of
               Designations consistent with this Agreement, the PSA and the Term
               Sheet and otherwise reasonably satisfactory to each of ADAH and
               Dolce to the extent that the material terms of such documents
               would have a material impact on the Investors' proposed
               investment in the Company; provided, that prior to the Due
               Diligence Expiration Date, such documents shall be satisfactory
               to each of ADAH and Dolce in its sole discretion.

     (b)  All or any of the conditions set forth in Section 9(a) may be waived
          in whole or in part with respect to all Investors by both ADAH and
          Dolce, acting together, in their sole discretion.

     (c)  The obligation of the Company to issue and sell the Investor Shares
          are subject to the following conditions, provided that the failure of
          a condition set forth in Sections 9(c)(vii) through (x) to be
          satisfied may not be asserted by the Company if such failure results
          from the failure of the Company to fulfill an obligation hereunder:

          (i)  Initial Approval Order. The Initial Approval Order shall have
               become a Final Approval Order.

          (ii) Antitrust Approvals. All terminations or expirations of waiting
               periods imposed by any governmental or regulatory authority
               necessary for the consummation of the transactions contemplated
               by this Agreement, including under the HSR Act and any comparable
               regulations in any foreign jurisdiction, shall have occurred and
               all other notifications, consents, authorizations and approvals
               required to be made or obtained from any competition or antitrust
               authority shall have been made or obtained for the transactions
               contemplated by this Agreement.

          (iii) No Legal Impediment to Issuance. No action shall have been taken
               and no statute, rule, regulation or order shall have been
               enacted, adopted or issued by any federal, state or foreign
               governmental or regulatory authority, and no judgment,
               injunction, decree or order of any federal, state or foreign
               court shall have been issued, that prohibits the implementation
               of the Plan


                                      -53-



               or the Rights Offering or the transactions contemplated by this
               Agreement, the Preferred Term Sheet, the PSA and the GM
               Settlement.

          (iv) Representations and Warranties. The representations and
               warranties of each Investor, each Related Purchaser and each
               Ultimate Purchaser contained in this Agreement or pursuant to
               Sections 2(a), 2(b) or 2(k) shall be true and correct
               (disregarding all qualifications and exceptions contained therein
               relating to materiality or material adverse effect on the
               Investor's performance of its obligations or similar
               qualifications) as of the Disclosure Letter Delivery Date and as
               of the Closing Date with the same effect as if made on the
               Disclosure Letter Delivery Date and the Closing Date (except for
               the representations and warranties made as of a specified date,
               which shall be true and correct only as such specified date),
               except with respect to the Investors' representations in all
               Sections other than Sections 4(b) and 4(c) where the failure to
               be so true and correct, individually or in the aggregate, has not
               and would not reasonably be expected, to prohibit, materially
               delay or materially and adversely impact the Investor's
               performance of its obligations under this Agreement.

          (v)  Covenants. Each Investor shall have performed and complied with
               all of its covenants and agreements contained in this Agreement
               and in any other document delivered pursuant to this Agreement
               (including in any Transaction Agreement) in all material respects
               through the Closing Date.

          (vi) Bankruptcy Court Approval. This Agreement shall have been
               approved by the Bankruptcy Court and the approval of the
               Bankruptcy Court shall not have been modified, amended or
               withdrawn in any manner adverse to the Company.

          (vii) Confirmation Order. The Confirmation Order approving the Plan
               shall have been entered by the Bankruptcy Court and such order
               shall be non-appealable, shall not have been appealed within ten
               calendar days of entry or, if such order is appealed, shall not
               have been stayed pending appeal, and there shall not have been
               entered by any court of competent jurisdiction any reversal,
               modification or vacation, in whole or in part, of such order.

          (viii) Conditions to Effective Date. The conditions to the occurrence
               of the Effective Date of the Confirmed Plan shall have been
               satisfied or waived by the Company and each of ADAH and Dolce in
               accordance with the Plan.

          (ix) Rights Offering. The Rights Offering shall have been conducted in
               all material respects in accordance with this Agreement and the
               Disclosure Statement and the Expiration Time shall have occurred.


                                      -54-



          (x)  Financing. The Company shall have received the proceeds of the
               Debt Financings and the Rights Offering that, together with the
               proceeds of the sale of the Investor Shares, are sufficient to
               fund fully the transactions contemplated by this Agreement, the
               Preferred Term Sheet, the PSA, the GM Settlement (to the extent
               the Company is to fund such transactions) and the Plan.

     (d)  All of the conditions set forth in Section 9(c) may be waived in whole
          or in part by the Company in its sole discretion.

10.  Indemnification and Contribution.

     (a)  Whether or not the Rights Offering is consummated or this Agreement is
          terminated or the transactions contemplated hereby or the Plan are
          consummated, the Company (in such capacity, the "Indemnifying Party")
          shall indemnify and hold harmless each Investor and the Ultimate
          Purchasers, their respective Affiliates and their respective officers,
          directors, employees, agents and controlling persons (each, an
          "Indemnified Person") from and against any and all losses, claims,
          damages, liabilities and reasonable expenses, joint or several,
          arising out of circumstances existing on or prior to the Closing Date
          ("Losses") to which any such Indemnified Person may become subject
          arising out of or in connection with any claim, challenge, litigation,
          investigation or proceeding ("Proceedings") instituted by a third
          party with respect to the Rights Offering, this Agreement or the other
          Transaction Documents, the Rights Offering Registration Statement, any
          Preliminary Rights Offering Prospectus, the Rights Offering
          Prospectus, any Issuer Free Writing Prospectus, the Investment
          Decision Package, the Resale Registration Documents, any amendment or
          supplement thereto or the transactions contemplated by any of the
          foregoing and shall reimburse such Indemnified Persons for any
          reasonable legal or other reasonable out-of-pocket expenses as they
          are incurred in connection with investigating, responding to or
          defending any of the foregoing; provided that the foregoing
          indemnification will not apply to Losses (i) arising out of or in
          connection with any Proceedings between or among any one or more
          Indemnified Persons, Related Purchasers and/or Ultimate Purchasers,
          any Additional Investor Agreement or the failure of such Indemnified
          Person to comply with the covenants and agreements contained in this
          Agreement with respect to the sale or placement of Investor Shares; or
          (ii) to the extent that they resulted from (a) any breach by such
          Indemnified Person of this Agreement, (b) gross negligence, bad faith
          or willful misconduct on the part of such Indemnified Person or (c)
          statements or omissions in the Rights Offering Registration Statement,
          any Preliminary Rights Offering Prospectus, the Rights Offering
          Prospectus, any Issuer Free Writing Prospectus, the Resale
          Registration Documents or any amendment or supplement thereto made in
          reliance upon or in conformity with information relating to such
          Indemnified Person furnished to the Company in writing by or on behalf
          of such Indemnified Person expressly for use in the Rights Offering
          Registration Statement, any Rights Offering Preliminary Prospectus,
          the Rights Offering Prospectus, any Issuer Free Writing Prospectus,
          the Resale Registration Documents or any amendment or supplement
          thereto. If


                                      -55-



          for any reason the foregoing indemnification is unavailable to any
          Indemnified Person or insufficient to hold it harmless, then the
          Indemnifying Party shall contribute to the amount paid or payable by
          such Indemnified Person as a result of such Losses in such proportion
          as is appropriate to reflect not only the relative benefits received
          by the Indemnifying Party on the one hand and such Indemnified Person
          on the other hand but also the relative fault of the Indemnifying
          Party on the one hand and such Indemnified Person on the other hand as
          well as any relevant equitable considerations. It is hereby agreed
          that the relative benefits to the Indemnifying Party on the one hand
          and all Indemnified Persons on the other hand shall be deemed to be in
          the same proportion as (i) the total value received or proposed to be
          received by the Company pursuant to the sale of the Shares and the
          Investor Shares contemplated by this Agreement bears to (ii) the
          Commitment Fees paid or proposed to be paid to the Investors. The
          indemnity, reimbursement and contribution obligations of the
          Indemnifying Party under this Section 10 shall be in addition to any
          liability that the Indemnifying Party may otherwise have to an
          Indemnified Person and shall bind and inure to the benefit of any
          successors, assigns, heirs and personal representatives of the
          Indemnifying Party and any Indemnified Person.

     (b)  Promptly after receipt by an Indemnified Person of notice of the
          commencement of any Proceedings with respect to which the Indemnified
          Person may be entitled to indemnification hereunder, such Indemnified
          Person will, if a claim is to be made hereunder against the
          Indemnifying Party in respect thereof, notify the Indemnifying Party
          in writing of the commencement thereof; provided that (i) the omission
          so to notify the Indemnifying Party will not relieve the Indemnifying
          Party from any liability that it may have hereunder except to the
          extent it has been materially prejudiced by such failure and (ii) the
          omission so to notify the Indemnifying Party will not relieve it from
          any liability that it may have to an Indemnified Person otherwise than
          on account of this Section 10. In case any such Proceedings are
          brought against any Indemnified Person and it notifies the
          Indemnifying Party of the commencement thereof, the Indemnifying Party
          will be entitled to participate therein, and, to the extent that it
          may elect by written notice delivered to such Indemnified Person, to
          assume the defense thereof, with counsel reasonably satisfactory to
          such Indemnified Person; provided that if the defendants in any such
          Proceedings include both such Indemnified Person and the Indemnifying
          Party and such Indemnified Person shall have concluded that there may
          be legal defenses available to it that are different from or
          additional to those available to the Indemnifying Party, such
          Indemnified Person shall have the right to select separate counsel to
          assert such legal defenses and to otherwise participate in the defense
          of such Proceedings on behalf of such Indemnified Person. Upon receipt
          of notice from the Indemnifying Party to such Indemnified Person of
          its election so to assume the defense of such Proceedings and approval
          by such Indemnified Person of counsel, the Indemnifying Party shall
          not be liable to such Indemnified Person for expenses incurred by such
          Indemnified Person in connection with the defense thereof (other than
          reasonable costs of investigation) unless (i) such Indemnified Person
          shall have employed separate counsel in connection with the assertion
          of legal defenses in accordance with the proviso to


                                      -56-



          the next preceding sentence (it being understood, however, that the
          Indemnifying Party shall not be liable for the expenses of more than
          one separate counsel in any jurisdiction, approved by the Investors,
          representing the Indemnified Persons who are parties to such
          Proceedings), (ii) the Indemnifying Party shall not have employed
          counsel reasonably satisfactory to such Indemnified Person to
          represent such Indemnified Person within a reasonable time after
          notice of commencement of the Proceedings or (iii) the Indemnifying
          Party shall have authorized in writing the employment of counsel for
          such Indemnified Person.

     (c)  The Indemnifying Party shall not be liable for any settlement of any
          Proceedings effected without its written consent (which consent shall
          not be unreasonably withheld). If any settlement of any Proceeding is
          consummated with the written consent of the Indemnifying Party or if
          there is a final judgment for the plaintiff in any such Proceedings,
          the Indemnifying Party agrees to indemnify and hold harmless each
          Indemnified Person from and against any and all Losses by reason of
          such settlement or judgment in accordance with, and subject to the
          limitations of, the provisions of this Section 10. Notwithstanding
          anything in this Section 10 to the contrary, if at any time an
          Indemnified Person shall have requested the Indemnifying Party to
          reimburse such Indemnified Person for legal or other expenses
          aggregating in excess of $250,000 in connection with investigating,
          responding to or defending any Proceedings in connection with which it
          is entitled to indemnification or contribution pursuant to this
          Section 10, the Indemnifying Party shall be liable for any settlement
          of any Proceedings effected without its written consent if (i) such
          settlement is entered into more than (x) 60 days after receipt by the
          Indemnifying Party of such request for reimbursement and (y) 30 days
          after receipt by the Indemnified Party of the material terms of such
          settlement and (ii) the Indemnifying Party shall not have reimbursed
          such Indemnified Person in accordance with such request prior to the
          date of such settlement. The Indemnifying Party shall not, without the
          prior written consent of an Indemnified Person (which consent shall
          not be unreasonably withheld), effect any settlement of any pending or
          threatened Proceedings in respect of which indemnity has been sought
          hereunder by such Indemnified Person unless (i) such settlement
          includes an unconditional release of such Indemnified Person in form
          and substance satisfactory to such Indemnified Person from all
          liability on the claims that are the subject matter of such
          Proceedings and (ii) such settlement does not include any statement as
          to or any admission of fault, culpability or a failure to act by or on
          behalf of any Indemnified Person.

     (d)  All amounts paid by the Company to an Indemnified Person under this
          Section 10 shall, to the extent the transactions contemplated hereby
          or the Plan are consummated and to the extent permitted by applicable
          law, be treated as adjustments to Purchase Price for all Tax purposes.

11.  Survival of Representations and Warranties, Etc.

     (a)  The representations and warranties made in this Agreement shall not
          survive the Closing Date. Other than Sections 2(b), 2(c), 2(e), 2(h),
          2(i), 2(j), 2(k), 5(e), 5(f),


                                      -57-



          5(j), 5(k), 5(l), 5(m), 10, 11, 13, 14, 15, 16, 18 and 20, which shall
          survive the Closing Date in accordance with their terms (except
          Section 5(l) which shall survive for 90 days following the Closing
          Date), the covenants contained in this Agreement shall not survive the
          Closing Date.

     (b)  Other than with respect to Sections 2(h), 2(i) and 2(j) and Sections
          10 through 18, which shall continue and survive any termination of
          this Agreement, (i) none of the Investors may assert any claim against
          the Company (both as Debtors-in-possession or the reorganized
          Debtors), and the Company (both as Debtors-in-possession or the
          reorganized Debtors), may not assert any claim against any Investor,
          in either case, arising from this Agreement other than for willful
          breach, and (ii) the Investors hereby release the Company (both as
          Debtors-in-possession and the reorganized Debtors) from any such
          claims, and the Company (both as Debtors-in-possession or the
          reorganized Debtors) hereby releases the Investors from any such
          claims. Notwithstanding the foregoing (w) the aggregate liability of
          all of the Investors under this Agreement for any reason (under any
          legal theory) including for any willful breach occurring on or prior
          to the Disclosure Statement Approval Date shall not exceed $100
          million, (x) the aggregate liability of all of the Investors under
          this Agreement for any reason (under any legal theory) including for
          any willful breach occurring after the Disclosure Statement Approval
          Date shall not exceed $250 million, (y) the aggregate liability of all
          of the Debtors under this Agreement for any reason (under any legal
          theory) including for any willful breach occurring on or prior to the
          Disclosure Statement Approval Date shall not exceed $100 million, and
          (z) the aggregate liability of all of the Debtors under this Agreement
          for any reason (under any legal theory) including for any willful
          breach occurring after the Disclosure Statement Approval Date shall
          not exceed $250 million. The Investors and the Company acknowledge
          that such liability under subclauses (w) and (x) shall be on a several
          and not joint basis with respect to any willful breach occurring on or
          prior to the Due Diligence Expiration Date. The Investors and the
          Company acknowledge and agree that such liability under subclauses (w)
          and (x) shall be on a joint and several basis with respect to any
          willful breach occurring after the Due Diligence Expiration Date;
          provided, that the aggregate liability of Harbinger shall not exceed
          $38,442,731, the aggregate liability of Merrill shall not exceed
          $32,038,546 and the aggregate liability of UBS shall not exceed
          $25,743,392. Subject to the terms, conditions and limitation set forth
          in this Section 11(b), (i) the joint and several obligations referred
          to in the immediately preceding sentence mean that each Investor (an
          "Assuming Investor") assumes liability on a joint and several basis
          for any willful breach of this Agreement by any other Investor (a
          "Breaching Investor"), whether or not the Assuming Investor has
          breached this Agreement or is in any way responsible for such willful
          breach by the Breaching Investor and (ii) the Assuming Investors'
          obligations shall be a commitment to assure payment, not collection.
          Under no circumstances shall any Investor be liable to the Company (as
          Debtors-in-possession or reorganized Debtors) for any punitive damages
          under this Agreement or any Equity Commitment Letter. Under no
          circumstances shall the Company (both as Debtors-in-possession and


                                      -58-



          reorganized Debtors) be liable to any Investor for any punitive
          damages under this Agreement.

12.  Termination.

          This Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Closing Date:

     (a)  by mutual written consent of the Company and both of ADAH and Dolce;

     (b)  by any Investor if any of the Chapter 11 Cases shall have been
          dismissed or converted to a case under chapter 7 of the Bankruptcy
          Code, or an interim or permanent trustee shall be appointed in any of
          the Chapter 11 Cases, or a responsible officer or an examiner with
          powers beyond the duty to investigate and report (as set forth in
          Sections 1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed
          in any of the Chapter 11 Cases;

     (c)  by any party to this Agreement if (i) any statute, rule, regulation or
          order shall have been enacted, adopted or issued by any federal, state
          or foreign governmental or regulatory authority or any judgment,
          injunction, decree or order of any federal, state or foreign court
          shall have become final and non-appealable, that prohibits the
          implementation of the Plan or the Rights Offering or the transactions
          contemplated by this Agreement, the Preferred Term Sheet, the PSA or
          the GM Settlement or (ii) the PSA shall have been terminated in
          accordance with its terms; provided, that the right to terminate this
          Agreement under this Section 12(c)(ii) shall not be available to any
          party whose breach of the PSA is the cause of the termination of the
          PSA;

     (d)  by ADAH or Dolce upon written notice to the Company and each other
          Investor:

          (i)  if the Initial Approval Order has not become a Final Approval
               Order on or prior to the earlier of (A) the tenth (10th) day
               after the Bankruptcy Court enters the Initial Approval Order, or,
               if such day is not a Business Day, the next Business Day and (B)
               January 22, 2007; provided, that notice of termination pursuant
               to this Section 12(d)(i) must be given on or prior to February
               28, 2007;

          (ii) prior to the later of (A) January 31, 2007 and (B) the date that
               is twenty (20) calendar days after the date on which the Company
               has delivered to each Investor both the Business Plan reflecting
               the GM Settlement and the Disclosure Letter (such date, the "Due
               Diligence Expiration Date"), if any Investor is not satisfied in
               its sole discretion with (x) the results of its due diligence
               investigation of the Company and its Subsidiaries, the Disclosure
               Letter and the Business Plan (the "Due Diligence Investigation")
               or (y) the terms of the Shareholders Agreement, Registration
               Rights Agreement, the Amended and Restated Constituent Documents,
               the Series A-1 Certificate of Designations, the Series A-2


                                      -59-



               Certificate of Designations, the Series B Certificate of
               Designations or any other Transaction Agreement;

          (iii) on or after the later of (x) June 30, 2007 (such date, being the
               "Closing Date Outside Date"), or (y) the first Business Day that
               is one-hundred eighty (180) days after the Due Diligence
               Expiration Date, provided that, in either case, the Closing Date
               has not occurred by such date;

          (iv) on or after the later of (x) May 1, 2007 (such date, being the
               "Disclosure Statement Outside Date"), or (y) the first Business
               Day that is one-hundred twenty (120) days after the Due Diligence
               Expiration Date, provided that, in either case, the Disclosure
               Statement has not been filed for approval with the Bankruptcy
               Court by such date;

          (v)  if the Company or any Investor shall have breached any provision
               of this Agreement, which breach would cause the failure of any
               condition set forth in Section 9(a)(xvi) or (xvii) hereof to be
               satisfied, which failure cannot be or has not been cured on the
               earliest of (A) the tenth (10th) Business Day after the giving of
               written notice thereof to the Company or such Investor by any
               Investor and (B) the third (3rd) Business Day prior to the
               Closing Date Outside Date; provided, that the right to terminate
               this Agreement under this Section 12(d)(v) shall not be available
               to any Investor whose breach is the cause of the failure of the
               condition in Section 9(a)(xvi) or (xvii) to be satisfied;

          (vi) either of ADAH or Dolce shall have determined in its reasonable
               discretion that the Company will not achieve EBITDA for 2008 at
               least equal to the 2008 EBITDA Amount and EBITDA of at least $2.4
               billion in each of 2009 and 2010 (exclusive of the Restructuring
               Charges to the extent the same had been deducted to determine
               EBITDA);

          (vii) (A) there shall have been a Change of Recommendation or (B) the
               Company shall have entered into an Alternate Transaction
               Agreement; or

          (viii) if, subsequent to the Company, ADAH and Dolce having previously
               approved in writing the form of document referred to in Sections
               9(a)(iv), (xx), (xxii), (xxiii) or (xxiv), the conditions set
               forth in Sections 9(a)(iv), (xx), (xxii), (xxiii) or (xxiv),
               shall become not satisfied as a result of an amendment or
               modification thereto.

          provided, that notwithstanding anything in the foregoing to the
          contrary, any Investor other than ADAH and Dolce shall be entitled to
          terminate this Agreement as to itself (but not as to any other party)
          (A) in any of the circumstances described in Section 12(d)(i)-(viii)
          at any time prior to the Due Diligence Expiration Date, and (B) at any
          time on or after December 31, 2007 (each of (A) and (B) being a
          "Limited Termination"); provided, further, that if there is a Limited
          Termination, any deadline contained in Section 12(d)(i), (ii), (v)


                                      -60-



          and (vi) by which ADAH must exercise a termination right under Section
          12 shall be extended by ten (10) Business Days so as to give it
          sufficient time to comply with its obligations under Section 2(b);

     (e)  on or prior to the Due Diligence Expiration Date, by ADAH or Dolce by
          notice to the other parties if, on or prior to such date, (i) a target
          amount of EBITDA for fiscal year 2008 (but in any event not to exceed
          $2.4 billion) has not been agreed to by each of ADAH and Dolce in its
          sole discretion and included in the Business Plan (the "2008 EBITDA
          Amount") or (ii) restructuring charges for 2009 and 2010 have not been
          agreed to by each of ADAH or Dolce in its sole discretion and included
          in the Business Plan (the "Restructuring Charges");

     (f)  by the Company upon written notice to each Investor:

          (i)  subject to the establishment of Alternative Financing in
               accordance with Section 2(b), if any Investor shall have breached
               any provision of this Agreement, which breach would cause the
               failure of any condition set forth in Section 9(c)(iv) or (v)
               hereof to be satisfied, which failure cannot be or has not been
               cured on the earliest of (A) the tenth (10th) Business Day after
               the giving of written notice thereof to the Company or such
               Investor by any Investor and (B) the third (3rd) Business Day
               prior to the Closing Date Outside Date; or

          (ii) if the Company enters into any Alternate Transaction Agreement;
               provided, that the Company may only terminate this Agreement
               under the circumstances set forth in this Section 12(f)(ii) if:
               (x) the Company's board of directors has determined in good
               faith, after having consulted with its outside legal counsel and
               its independent financial advisors, that such Alternate
               Transaction is a Superior Transaction and the failure to enter
               into such an Alternate Transaction Agreement would result in a
               breach of the applicable fiduciary duties of the board of
               directors, (y) before taking such action the Company has given
               the Investors at least ten (10) Business Days' (or, in the event
               of any Alternate Transaction that has been materially revised or
               modified, at least five (5) Business Days') prior written notice
               (the "Consideration Period") of the terms of such Alternate
               Transaction and of its intent to take such action, and, during
               the Consideration Period, the Company has, if requested by the
               Investors, engaged in good faith negotiations regarding any
               revisions to this Agreement, the Plan or any other agreement or
               document proposed by ADAH and Dolce and again has determined in
               good faith, after consultation with its outside legal counsel and
               its independent financial advisors, that such Alternate
               Transaction remains a Superior Transaction and (z) prior to or
               contemporaneously with such termination the Company shall pay to
               the Investors the Alternate Transaction Fee.

          For the purposes of this Section 12(f), a "Superior Transaction" shall
          mean an Alternate Transaction, which the board of directors of the
          Company, after


                                      -61-



          consultation with its outside legal counsel and its independent
          financial advisors, determines in good faith to be more favorable to
          the bankruptcy estate of the Company than the transactions
          contemplated by this Agreement, the Preferred Term Sheet, the PSA and
          the Plan, taking into account, all legal, financial, regulatory and
          other aspects of such Alternate Transaction, the likelihood of
          consummating the Alternate Transaction, the likely consummation date
          of the Alternate Transaction and the identity of the parties or
          proposed parties to such Alternate Transaction and after taking into
          account any revisions to the terms of this Agreement, the Plan and/or
          any other agreement or document proposed during the Consideration
          Period.

     (g)  by ADAH, Dolce or the Company by notice given to the other parties on
          or before February 28, 2007 (unless this date is extended by agreement
          of ADAH, Dolce and the Company (as it may be so extended, the
          "Specified Date")) if the Company and its Subsidiaries have not
          entered into on or prior to January 31, 2007, (x) tentative labor
          agreements between the Company and its applicable Subsidiaries, on the
          one hand, and each of the UAW, the IUE-CWA and the USW, on the other
          hand or (y) the GM Settlement, in each case, on terms and conditions
          presented by the Company and satisfactory to each of ADAH and Dolce in
          its sole discretion.

     (h)  In addition to any other rights or remedies any Investor may have
          under this Agreement (for breach or otherwise) but subject to Section
          11(b), the Company shall pay a fee of $100,000,000 (the "Alternate
          Transaction Fee") to the Investors in such proportions as are set
          forth on Schedule 2 hereto, and, in any case, the Company shall pay to
          the Investors any Transaction Expenses and any other amounts certified
          by the Investors to be due and payable hereunder that have not been
          paid theretofore if this Agreement is terminated pursuant to one of
          the following:

          (i)  pursuant to (x) Section 12(d)(vii)(B) or (y) Section 12(f)(ii);

          (ii) pursuant to Section 12(d)(vii)(A) and, within the twenty-four
               (24) month period following the date of such termination, an
               Alternate Transaction Agreement is entered into or an Alternate
               Transaction is consummated; or

          (iii) pursuant to Section 12(d)(v) based on a willful breach by the
                Company and within the twenty-four (24) month period following
                the date of such termination, an Alternate Transaction Agreement
                is entered into or an Alternate Transaction is consummated.

          Payment of the amounts due under this Section 12(h) will be made (i)
          no later than the close of business on the next Business Day following
          the date of such termination in the case of a payment pursuant to
          Section 12(h)(i)(x), (ii) prior to or contemporaneously with such
          termination by the Company in the case of a payment pursuant to
          Section 12(h)(i)(y) and (iii) prior to or contemporaneously with the
          entry into an Alternate Transaction Agreement or the consummation of


                                      -62-



          an Alternate Transaction in the case of a payment pursuant to Section
          12(h)(ii) or (iii). Under no circumstances shall the Company be
          required to pay more than one Alternate Transaction Fee. The provision
          for the payment of the Alternate Transaction Fee is an integral part
          of the transactions contemplated by this Agreement and without this
          provision the Investors would not have entered into this Agreement and
          shall constitute an allowed administrative expense of the Company
          under Section 503(b)(1) and 507(a)(1) of the Bankruptcy Code.

     (i)  Upon termination under this Section 12, all rights and obligations of
          the parties under this Agreement shall terminate without any liability
          of any party to any other party except that (x) nothing contained
          herein shall release any party hereto from liability for any willful
          breach and (y) the covenants and agreements made by the parties herein
          in Sections 2(h), 2(i) and 2(j), and Sections 10 through 18 will
          survive indefinitely in accordance with their terms.

13.  Notices. All notices and other communications in connection with this
     Agreement will be in writing and will be deemed given (and will be deemed
     to have been duly given upon receipt) if delivered personally, sent via
     electronic facsimile (with confirmation), mailed by registered or certified
     mail (return receipt requested) or delivered by an express courier (with
     confirmation) to the parties at the following addresses (or at such other
     address for a party as will be specified by like notice):

          (a)   If to:

                Dolce Investments LLC
                c/o Cerberus Capital Management L.P.
                299 Park Avenue
                New York, New York 10171
                Facsimile: (212) 421-2958 / (212) 909-1409 / (212) 935-8749
                Attention: Scott Cohen / Dev Kapadia / Seth Gardner

                with a copy to:

                Milbank, Tweed, Hadley & McCloy LLP
                One Chase Manhattan Plaza
                New York, New York 10005-1413
                Facsimile: (212) 822-5899
                Attention: Thomas C. Janson

                and

                Milbank, Tweed, Hadley & McCloy LLP
                601 South Figueroa Street, 30th Floor
                Los Angeles, California 90017-5735
                Facsimile: (213) 892-4470
                Attention: Gregory A. Bray


                                      -63-



          (b)   If to:

                A-D Acquisition Holdings, LLC
                c/o Appaloosa Management L.P.
                26 Main Street,
                Chatham, New Jersey 07928
                Facsimile: (973) 701-7055
                Attention: Ronald Goldstein

                with a copy to:

                White & Case LLP
                Wachovia Financial Center
                200 South Biscayne Boulevard
                Suite 4900
                Miami, Florida 33131-2352
                Facsimile: (305) 358-5744/5766
                Attention: Thomas E. Lauria

                White & Case LLP
                1155 Avenue of the Americas
                New York, New York 10036-2787
                Facsimile: (212) 354-8113
                Attention: John M. Reiss
                           Gregory Pryor

          (c)   If to:

                Harbinger Del-Auto Investment Company, Ltd.
                c/o Harbinger Capital Partners Offshore Manager, LLC
                555 Madison Avenue, 16th Floor
                New York, NY 10022
                Attn: Philip A. Falcone

                with a copy to:

                Harbert Management Corp.
                One Riverchase Parkway South
                Birmingham, AL 35244
                Facsimile: (205) 987-5505
                Attention: General Counsel


                                      -64-



                with a copy to:

                White & Case LLP
                Wachovia Financial Center
                200 South Biscayne Boulevard
                Suite 4900
                Miami, Florida 33131-2352
                Facsimile: (305) 358-5744/5766
                Attention: Thomas E. Lauria

                White & Case LLP
                1155 Avenue of the Americas
                New York, New York 10036-2787
                Facsimile: (212) 354-8113
                Attention: John M. Reiss
                           Gregory Pryor

                with a copy to:

                Kaye Scholer LLP
                425 Park Avenue
                New York, NY  10022-3598
                Facsimile: (212) 836-8689
                Attention: Benjamin Mintz and Lynn Toby Fisher

          (d)   If to:

                Merrill Lynch, Pierce, Fenner & Smith Incorporated.
                4 World Financial Center
                New York, New York  10080
                Facsimile: (212) 449-0769
                Attention: Robert Spork / Rick Morris

                with a copy to:

                Paul, Weiss, Rifkind, Wharton & Garrison LLP
                1285 Avenue of the Americas
                New York, New York  10019-6064
                Facsimile: (212) 757-3990
                Attention: Andrew N. Rosenberg


                                      -65-



          (e)   If to:

                UBS Securities LLC
                299 Park Avenue
                New York, New York  10171
                Facsimile: (212) 821-3008 / (212) 821-4042
                Attention: Steve Smith / Osamu Watanabe

                with a copy to:

                Cleary Gottlieb Steen & Hamilton LLP
                One Liberty Plaza
                New York, New York  10006
                Facsimile: (212) 225-3999
                Attention: Leslie N. Silverman

          (f)   If to the Company, to:

                Delphi Corporation
                5725 Delphi Drive
                Troy, Michigan 48098
                Attention: John Sheehan - Facsimile: (248) 813-2612
                           David Sherbin / Sean Corcoran -
                           Facsimile: (248) 813-2491

                with a copy to:

                Skadden, Arps, Slate, Meagher & Flom LLP
                Four Times Square
                New York, New York 10036
                Facsimile: (212) 735-2000/1
                Attention: Eric L. Cochran
                           Marie L. Gibson

                and

                Skadden, Arps, Slate, Meagher & Flom LLP
                333 West Wacker Drive
                Chicago, IL 60606
                Facsimile: (312) 407-0411
                Attention: John Wm. Butler, Jr.
                           George Panagakis

14.  Assignment; Third Party Beneficiaries. Neither this Agreement nor any of
     the rights, interests or obligations under this Agreement will be assigned
     by any of the parties (whether by operation of law or otherwise) without
     the prior written consent of the other parties, except to an Ultimate
     Purchaser or to a Related Purchaser pursuant to Sections 2(a), 2(b) and
     2(k). Notwithstanding the previous sentence, subject to the provisions of


                                      -66-



     Sections 2(a), 2(b) and 2(k): (1) this Agreement, or the Investors'
     obligations hereunder, may be assigned, delegated or transferred, in whole
     or in part, by any Investor to any Affiliate of such Investor over which
     such Investor or any of its Affiliates exercise investment authority,
     including, without limitation, with respect to voting and dispositive
     rights; provided, that any such assignee assumes the obligations of such
     Investor hereunder and agrees in writing to be bound by the terms of this
     Agreement in the same manner as such Investor; and (2) ADAH may provide for
     a participation interest or other arrangement whereby the economic benefits
     of ownership of the Series A-2 Preferred Stock are shared with Merrill,
     Harbinger or their Affiliates, but ADAH shall not, pursuant to such
     arrangements, transfer any voting or investment power or control over the
     Series A-2 Preferred Stock. Notwithstanding the foregoing or any other
     provisions herein, except pursuant to an Additional Investor Agreement
     acceptable to the Company, ADAH and Dolce no such assignment will relieve
     an Investor of its obligations hereunder if such assignee fails to perform
     such obligations. Except as provided in Section 10 with respect to the
     Indemnified Persons, this Agreement (including the documents and
     instruments referred to in this Agreement) is not intended to and does not
     confer upon any person other than the parties hereto any rights or remedies
     under this Agreement.

15.  Prior Negotiations; Entire Agreement. This Agreement (including the
     agreements attached as exhibits to and the documents and instruments
     referred to in this Agreement constitutes the entire agreement of the
     parties and supersedes all prior agreements, arrangements or
     understandings, whether written or oral, between the parties with respect
     to the subject matter of this Agreement, except that the parties hereto
     acknowledge that any confidentiality agreements heretofore executed among
     the parties will continue in full force and effect.

16.  GOVERNING LAW; VENUE. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN
     ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. THE INVESTORS
     HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF, AND VENUE IN, THE UNITED
     STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVE ANY
     OBJECTION BASED ON FORUM NON CONVENIENS. EACH PARTY ACKNOWLEDGES AND AGREES
     THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
     INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY
     HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE
     TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
     ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR
     VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS
     AGREEMENT.

17.  Counterparts. This Agreement may be executed in any number of counterparts,
     all of which will be considered one and the same agreement and will become
     effective when counterparts have been signed by each of the parties and
     delivered to the other party (including via facsimile or other electronic
     transmission), it being understood that each party need not sign the same
     counterpart.


                                      -67-



18.  Waivers and Amendments. This Agreement may be amended, modified,
     superseded, cancelled, renewed or extended, and the terms and conditions of
     this Agreement may be waived, only by a written instrument signed by all
     the parties or, in the case of a waiver, by the party waiving compliance,
     and subject, to the extent required, to the approval of the Bankruptcy
     Court. No delay on the part of any party in exercising any right, power or
     privilege pursuant to this Agreement will operate as a waiver thereof, nor
     will any waiver on the part of any party of any right, power or privilege
     pursuant to this Agreement, nor will any single or partial exercise of any
     right, power or privilege pursuant to this Agreement, preclude any other or
     further exercise thereof or the exercise of any other right, power or
     privilege pursuant to this Agreement. The rights and remedies provided
     pursuant to this Agreement are cumulative and are not exclusive of any
     rights or remedies which any party otherwise may have at law or in equity.

19.  Adjustment to Shares. If, in accordance with the terms of this Agreement,
     the Company effects a reclassification, stock split (including a reverse
     stock split), stock dividend or distribution, recapitalization, merger,
     issuer tender or exchange offer, or other similar transaction with respect
     to any shares of its capital stock, references to the numbers of such
     shares and the prices therefore shall be equitably adjusted to reflect such
     change and, as adjusted, shall, from and after the date of such event, be
     subject to further adjustment in accordance herewith.

20.  Headings. The headings in this Agreement are for reference purposes only
     and will not in any way affect the meaning or interpretation of this
     Agreement.

21.  Publicity. The initial press release regarding this Agreement shall be a
     joint press release. Thereafter, the Company and Investors each shall
     consult with each other prior to issuing any press releases (and provide
     each other a reasonable opportunity to review and comment upon such
     release) or otherwise making public announcements with respect to the
     transactions contemplated by this Agreement and the Plan, and prior to
     making any filings with any third party or any governmental entity
     (including any national securities exchange or interdealer quotation
     service) with respect thereto, except as may be required by law or by the
     request of any governmental entity.

22.  Knowledge; Sole Discretion. The phrase "knowledge of the Company" and
     similar phrases shall mean the actual knowledge of the Chief Restructuring
     Officer of the Company and such other officers as the Company, ADAH and
     Dolce shall reasonably agree. Whenever in this Agreement any party is
     permitted to take an action or make a decision in its "sole discretion,"
     the parties hereto acknowledge that such party is entitled to make such
     decision or take such action in such party's sole and absolute and
     unfettered discretion and shall be entitled to make such decision or take
     such action without regard for the interests of any other party and for any
     reason or no reason whatsoever. Each party hereto acknowledges, and agrees
     to accept, all risks associated with the granting to the other parties of
     the ability to act in such unfettered manner.

                            [Signature Page Follows]


                                      -68-



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized, all as of the
date first written above.

                                        DELPHI CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        A-D ACQUISITION HOLDINGS, LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        HARBINGER DEL-AUTO INVESTMENT
                                        COMPANY, LTD.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DOLCE INVESTMENTS LLC


                                        By: Cerberus Capital Management L.P.,
                                            its Managing Member


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        MERRILL LYNCH, PIERCE, FENNER & SMITH
                                        INCORPORATED


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      -69-



                                        UBS SECURITIES LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      -70-


                                                                      SCHEDULE 1



Defined Term                                                Section
- ------------                                                -------
                                                         
2008 EBITDA Amount.......................................   Section 12 (e)
ADAH.....................................................   Recitals
Additional Investor Agreements...........................   Section 2 (k)
Affiliate................................................   Section 2 (a)
Agreement................................................   Recitals
Alternative Financing....................................   Section 2 (b)
Alternate Transaction....................................   Section 9 (a)(v)
Alternate Transaction Agreement..........................   Section 9 (a)(v)
Alternate Transaction Fee................................   Section 12 (h)
Amended and Restated Constituent Documents...............   Section 8 (c)
Assuming Investor........................................   11(b)
Available Investor Shares................................   Section 2 (b)
Ballots..................................................   Section 1 (c)(ii)
Bankruptcy Code..........................................   Recitals
Bankruptcy Court.........................................   Recitals
Bankruptcy Rules.........................................   Section 3 (b)(i)
Breaching Investor.......................................   11(b)
Business Day.............................................   Section 1 (c)(iii)
Business Plan............................................   Section 5 (s)
Capital Structure Date...................................   Section 3 (d)
Change of Recommendation.................................   Section 9 (a)(vi)
Chapter 11 Cases.........................................   Recitals
Closing Date.............................................   Section 2 (d)
Closing Date Outside Date................................   Section 12 (d)(iii)
Code.....................................................   Section 3 (z)(ii)
Commission...............................................   Section 1 (c)(ii)
Commitment Fees..........................................   Section 2 (h)(ii)
Commitment Parties.......................................   Recitals
Company..................................................   Recitals
Company ERISA Affiliate..................................   Section 3 (z)(ii)
Company Plans............................................   Section 3 (z)(i)
Company SEC Documents....................................   Section 3 (j)
Confirmation Hearing.....................................   Section 1 (c)(iii)
Confirmation Order.......................................   Section 9 (a)(vii)
Confirmed Plan...........................................   Section 9 (a)(viii)
Consideration Period.....................................   Section 12 (f)(ii)
Debt Financing...........................................   Section 5 (t)
Debtors..................................................   Recitals
Determination Date.......................................   Section 1 (c)(vi)
DGCL.....................................................   Section 3 (oo)
DIP Order................................................   Section 2(j)
Direct Subscription Shares...............................   Section 2 (a)(i)
Disclosure Letter........................................   Section 3




                                                                      SCHEDULE 1
                                                                          Page 2



Defined Term                                                Section
- ------------                                                -------
                                                         
Disclosure Letter Delivery Date..........................   Section 3
Disclosure Statement.....................................   Section 5 (b)
Disclosure Statement Approval Date.......................   Section 1 (c)(ii)
Disclosure Statement Outside Date........................   Section 12 (d)(iv)
Disinterested Director...................................   Section 8 (c)
Distribution Date........................................   Section 1 (c)(ii)
Dolce....................................................   Recitals
Due Diligence Expiration Date............................   Section 12 (d)(ii)
Due Diligence Investigation..............................   Section 12 (d)(ii)
EBITDA Target............................................   Section 9 (a)(xviii)
Effective Date...........................................   Section 1 (c)(iii)
Eligible Holder..........................................   Section 1 (a)
Environmental Laws.......................................   Section 3 (x)(i)
E&Y......................................................   Section 3 (q)
Equity Commitment Letter.................................   Section 4 (o)
ERISA....................................................   Section 3 (z)(i)
Exchange Act.............................................   Section 3 (i)
Existing Shareholder Rights Plan.........................   Section 3 (d)
Expiration Time..........................................   Section 1 (c)(iii)
Final Approval Order.....................................   Section 9 (a)(i)
GAAP.....................................................   Section 3 (i)
GM.......................................................   Section 8 (c)
GM Settlement............................................   Section 5 (p)
GMAC.....................................................   Section 8 (c)
Harbinger................................................   Recitals
HSR Act..................................................   Section 3 (g)
IUE-CWA..................................................   Section 5 (u)
Indemnified Person.......................................   Section 10 (a)
Indemnifying Party.......................................   Section 10 (a)
Intellectual Property....................................   Section 3 (s)
Initial Approval Motion..................................   Recitals
Initial Approval Order...................................   Recitals
Investment Decision Package..............................   Section 3 (k)
Investor.................................................   Recitals
Investors................................................   Recitals
Investor Default.........................................   Section 2 (b)
Investor Shares..........................................   Section 2 (a)
Issuer Free Writing Prospectus...........................   Section 3 (k)
Limited Termination......................................   Section 12 (d)
Losses...................................................   Section 10 (a)
Material Adverse Effect..................................   Section 3 (a)
Maximum Number...........................................   Section 2(a)
Merrill..................................................   Recitals
Money Laundering Laws....................................   Section 3 (ee)




                                                                      SCHEDULE 1
                                                                          Page 3



Defined Term                                                Section
- ------------                                                -------
                                                         
Monthly Financial Statements.............................   Section 5 (r)
Multiemployer Plans......................................   Section 3 (z)(ii)
New Common Stock.........................................   Section 1 (a)
OFAC.....................................................   Section 3 (ff)
Option...................................................   Section 3 (d)
Options..................................................   Section 3 (d)
Plan.....................................................   Section 1 (b)
Preferred Commitment Fee.................................   Section 2 (h)(i)
Preferred Shares.........................................   Section 2 (a)
Preferred Term Sheet.....................................   Section 1 (b)
Preliminary Rights Offering Prospectus...................   Section 3 (k)
Proceedings..............................................   Section 10 (a)
PSA......................................................   Section 1 (b)
Purchase Notice..........................................   Section 1 (c)(vi)
Purchase Price...........................................   Section 1 (a)
Record Date..............................................   Section 1 (a)
Related Purchaser........................................   Section 2 (a)
Registration Rights Agreement............................   Section 8 (c)
Resale Registration Documents............................   Section 8 (c)
Resale Registration Statement............................   Section 8 (c)
Restricted Period........................................   Section 5 (j)
Restructuring Charges....................................   Section 12 (e)
Right....................................................   Section 1 (a)
Rights Exercise Period...................................   Section 1 (c)(iii)
Rights Offering..........................................   Section 1(a)
Rights Offering Prospectus...............................   Section 3 (k)
Rights Offering Registration Statement...................   Section 3 (k)
Satisfaction Notice......................................   Section 1 (c)(vi)
Securities Act...........................................   Section 1 (c)(ii)
Securities Act Effective Date............................   Section 3 (k)
Series A-1 Certificate of Designations...................   Section 2 (a)(ii)
Series A-1 Preferred Stock...............................   Section 2 (a)(ii)
Series A Preferred Stock.................................   Section 2 (a)(ii)
Series A-2 Certificate of Designations...................   Section 2 (a)(iii)
Series A-2 Preferred Stock...............................   Section 2 (a)(iii)
Series B Certificate of Designations.....................   Section 2 (a)(i)
Series B Preferred Stock.................................   Section 2 (a)(i)
Share....................................................   Section 1 (a)
Shareholders Agreement...................................   Section 8 (c)
Significant Subsidiary...................................   Section 3 (a)
Single-Employer Plan.....................................   Section 3 (z)(ii)
Specified Date...........................................   Section 12(g)
Standby Commitment Fee...................................   Section 2 (h)(ii)
Stock Plans..............................................   Section 3 (d)




                                                                      SCHEDULE 1
                                                                          Page 4



Defined Term                                                Section
- ------------                                                -------
                                                         
Subscription Agent.......................................   Section 1 (c)(iii)
Subsidiary...............................................   Section 3 (a)
Superior Transaction.....................................   Section 12 (f)
Takeover Statute.........................................   Section 3 (oo)
Taxes....................................................   Section 3 (y)
Tax Returns..............................................   Section 3 (y)(i)
Transaction Agreements...................................   Section 3 (b)(i)
Transaction Expenses.....................................   Section 2 (j)
Transformation Plan......................................   Section 3 (m)(vii)
UAW......................................................   Section 5 (u)
UBS......................................................   Recitals
Ultimate Purchasers......................................   Section 2 (k)
Unsubscribed Shares......................................   Section 2 (a)(iv)
USW......................................................   Section 5 (u)




                                                                      SCHEDULE 2



                                       DIRECT                     SERIES A-1
                                    SUBSCRIPTION     PURCHASE      PREFERRED     PURCHASE
                                       SHARES          PRICE         STOCK         PRICE
                                    ------------   ------------   ----------   ------------
                                                                   
Dolce Investments LLC............    3,150,000     $110,250,000    8,571,429   $300,000,000
A-D Acquisition Holdings, LLC....    1,890,000       66,150,000           --             --
Harbinger Del-Auto Investment
   Company, Ltd..................      472,500       16,537,500           --             --
Merrill Lynch, Pierce, Fenner
   & Smith Incorporated..........      393,750       13,781,250           --             --
UBS Securities LLC...............      393,750       13,781,250           --             --
                                     ---------     ------------    ---------   ------------
   Total.........................    6,300,000     $220,500,000    8,571,429   $300,000,000



                                    SERIES A-2                   SERIES B                        TOTAL
                                     PREFERRED     PURCHASE      PREFERRED     PURCHASE        PURCHASE
                                       STOCK         PRICE         STOCK         PRICE           PRICE
                                    ----------   ------------   ----------   ------------   --------------
                                                                             
Dolce Investments LLC............           --   $         --    8,571,429   $300,000,000   $  710,250,000
A-D Acquisition Holdings, LLC....    8,571,429    300,000,000    5,142,857    180,000,000      546,150,000
Harbinger Del-Auto Investment
   Company, Ltd..................           --             --    1,285,714     45,000,000       61,537,500
Merrill Lynch, Pierce, Fenner
   & Smith Incorporated..........           --             --    1,071,429     37,500,000       51,281,250
UBS Securities LLC...............           --             --    1,071,429     37,500,000       51,281,250
                                     ---------   ------------   ----------   ------------   --------------
   Total.........................    8,571,429   $300,000,000   17,142,858   $600,000,000   $1,420,500,000


Proportionate Share of
   Preferred Commitment Fee:
Dolce Investments LLC............           50%
A-D Acquisition Holdings, LLC....           40%
Harbinger Del-Auto Investment
   Company, Ltd..................        3.750%
Merrill Lynch, Pierce, Fenner
   & Smith Incorporated                  3.125%
UBS Securities LLC...............        3.125%
                                     ---------
   Total.........................          100%

Proportionate Share of Standby
   Commitment Fee:
Dolce Investments LLC............           50%
A-D Acquisition Holdings, LLC....           30%
Harbinger Del-Auto Investment
Company, Ltd.....................          7.5%
Merrill Lynch, Pierce, Fenner
& Smith Incorporated.............         6.25%
UBS Securities LLC...............         6.25%
                                     ---------
   Total.........................          100%

Proportionate Share of Alternate
   Transaction Fee:
Dolce Investments LLC............           50%
A-D Acquisition Holdings, LLC....           30%
Harbinger Del-Auto Investment
   Company, Ltd..................          7.5%
Merrill Lynch, Pierce, Fenner
   & Smith Incorporated..........         6.25%
UBS Securities LLC...............         6.25%
                                     ---------
   Total.........................          100%




                                                                       EXHIBIT A

                               SUMMARY OF TERMS OF
                                 PREFERRED STOCK

          Set forth below is a summary of indicative terms for a potential
investment in Delphi Corporation by (i) certain funds and accounts, to be
designated, managed, directly or indirectly, by Cerberus Capital Management L.P.
and its affiliates and (ii) entities or funds controlled by Appaloosa
Management, Harbinger Capital Partners, Merrill Lynch & Co. and UBS Securities.
The Investment is being made in connection with a Plan of Reorganization of
Delphi Corporation under chapter 11 of the Bankruptcy Code. The terms set forth
below are intended solely to provide a framework for the parties as they proceed
with discussions of the proposed transaction and do not constitute any agreement
with respect to the definitive terms for any transaction or any agreement to
agree or any solicitation of acceptances or rejections of any plan of
reorganization. While the parties expect to negotiate in good faith with respect
to the terms for a transaction, either party shall be free to discontinue
discussions and negotiations at any time for any reason or no reason. Neither
party shall be bound by the terms hereof and only execution and delivery of
definitive documentation relating to the transaction shall result in any binding
or enforceable obligations of any party relating to the transaction.

                     
ISSUER:                 Delphi Corporation (the "Company"), a corporation
                        organized under the laws of Delaware and a successor to
                        Delphi Corporation, as debtor in possession in the
                        chapter 11 reorganization case (the "Bankruptcy Case")
                        pending in the United States Bankruptcy Court for the
                        Southern District of New York.

INVESTORS:              Certain funds and accounts, to be designated, managed,
                        directly or indirectly, by Cerberus Capital Management
                        L.P. and its affiliates (collectively, "Cerberus");
                        entities or funds controlled by Appaloosa Management
                        ("Appaloosa"), Harbinger Capital Partners ("Harbinger"),
                        Merrill Lynch & Co. ("Merrill") and UBS Securities
                        ("UBS", and, together with Harbinger and Merrill,
                        "HUM"), with the economic interests in the Preferred
                        Stock to be purchased by the Appaloosa Investors
                        allocated as follows: (a) Appaloosa--60.0%; (b)
                        Harbinger--15.0%; and (c) UBS and Merrill--12.5% each;
                        provided, that Appaloosa shall be the exclusive
                        purchaser and sole beneficial owner for all purposes
                        hereunder of the Series A-2 Preferred Stock and shall
                        hold and retain all control rights with respect thereto,
                        including voting and disposition rights. HUM and
                        Appaloosa are collectively referred to as the "Appaloosa
                        Investors" and Cerberus and the Appaloosa Investors are
                        collectively referred to as the "Investors."





                     
SECURITIES TO BE        Series A-1 Senior Convertible Preferred Stock, par value
ISSUED:                 $0.01 per share (the "Series A-1 Preferred Stock")

                        Series A-2 Senior Convertible Preferred Stock, par value
                        $0.01 per share (the "Series A-2 Preferred Stock "and,
                        together with the Series A-1 Preferred Stock, the
                        "Series A Preferred Stock")

                        Series B Senior Convertible Preferred Stock, par value
                        $0.01 per share (the "Series B Preferred Stock" and,
                        together with the Series A Preferred Stock, the
                        "Preferred Stock")

                        Except as set forth below under "Voting Rights" the
                        Series A-1 Preferred Stock and the Series A-2 Preferred
                        Stock are identical in all respects. In addition, the
                        Series A Preferred Stock shall automatically convert
                        into shares of Series B Preferred Stock, on a one for
                        one basis, upon the happening of certain events as
                        outlined below. The Series B Preferred Stock shall be
                        identical in all respect to the Series A Preferred Stock
                        except with respect to voting rights, as set forth
                        below.

PURCHASE OF PREFERRED   At the Effective Time (the "Issue Date") of the Plan of
STOCK:                  Reorganization (the "Plan") in the Bankruptcy Case, (i)
                        Cerberus shall purchase all of the 8,571,429 shares of
                        Series A-1 Preferred Stock for an aggregate of $300
                        million; (ii) Appaloosa will purchase all of the
                        8,571,429 shares of Series A-2 Preferred Stock for an
                        aggregate purchase price of $300 million, (iii) Cerberus
                        shall purchase 8,571,429 shares of Series B Preferred
                        Stock, representing 50% of the shares of Series B
                        Preferred Stock to be outstanding, for an aggregate of
                        $300 million and (iv) the Appaloosa Investors shall
                        purchase, in the aggregate, 8,571,429 shares of Series B
                        Preferred Stock, representing 50% of the shares of
                        Series B Preferred Stock to be outstanding, for an
                        aggregate of $300 million. The Stated Value of the
                        Preferred Stock shall be $35.00 per share.

MANDATORY CONVERSION    The Company shall convert all, but not less than all, of
INTO COMMON STOCK:      the Preferred Stock on or after the seventh anniversary
                        of the Issue Date at the Conversion Price in effect on
                        such conversion date; provided, that no such conversion
                        may be made unless the Closing Price for the Common
                        Stock for at least 35 trading days in the period of 45
                        consecutive trading days immediately preceding the date
                        of the notice of conversion shall be in excess of 150%
                        of the initial per share plan value. The Company may not
                        effect the conversion unless the Company has at the
                        conversion date an effective shelf registration covering
                        resales of the shares of Common Stock received upon such
                        conversion of the Preferred Stock. The holders of the
                        Series A Preferred Stock will agree not to take any
                        action to delay or prevent such registration statement
                        from becoming effective.




                                        2



                     
LIQUIDATION RIGHTS:     In the event of any liquidation, dissolution or winding
                        up of the business of the Company, whether voluntary or
                        involuntary, each holder of Preferred Stock shall
                        receive, in exchange for each share, out of legally
                        available assets of the Company, a preferential amount
                        in cash equal to (i) the Stated Value plus (ii) the
                        aggregate amount of all accrued and unpaid dividends or
                        distributions with respect to such share (such amount
                        being referred to as the "Liquidation Value").

RANKING                 The Series A Preferred Stock and the Series B Preferred
                        Stock shall rank pari passu with respect to any
                        distributions upon liquidation, dissolution or winding
                        up of the Company. The Preferred Stock will rank senior
                        to any other class or series of capital stock of the
                        Company with respect to any distributions upon
                        liquidation, dissolution or winding up of the Company.

CONVERSION OF           Each share of Preferred Stock shall be convertible at
PREFERRED STOCK         any time, without any payment by the Holder thereof,
INTO COMMON STOCK:      into a number of shares of Common Stock equal to (i) the
                        Liquidation Value divided by (ii) the Conversion Price.
                        The Conversion Price shall initially be $35.00, subject
                        to adjustment from time to time pursuant to the
                        anti-dilution provisions of the Preferred Stock (as so
                        adjusted, the "Conversion Price"). The anti-dilution
                        provisions will contain customary provisions with
                        respect to stock splits, recombinations and stock
                        dividends and customary weighted average anti-dilution
                        provisions in the event of, among other things, the
                        issuance of rights, options or convertible securities
                        with an exercise or conversion or exchange price below
                        the Conversion Price, the issuance of additional shares
                        at a price less than the Conversion Price and other
                        similar occurrences.

CONVERSION OF SERIES    If at any time Cerberus and Appaloosa cease to
A PREFERRED STOCK       beneficially own, in the aggregate, Series A Preferred
INTO CLASS B            Stock with a Liquidation Value of $250 million or more,
PREFERRED STOCK:        then all of the shares of Series A Preferred Stock shall
                        automatically convert into shares of Series B Preferred
                        Stock, on a one for one basis, without any action on the
                        part of the holder thereof; provided, that no such
                        conversion may occur unless at that time, the Company
                        has in effect a registration statement covering resales
                        of the Series B Preferred Stock and Common Stock
                        issuable upon conversion of the Preferred Stock. The
                        holders of the Series A Preferred Stock will agree not
                        to take any action to delay or prevent such registration
                        statement from becoming effective.

                        If any holder transfers shares of Series A Preferred
                        Stock to any person other than an Affiliate of such
                        holder (a "Permitted Holder") then all of the shares of
                        Series A Preferred Stock so transferred shall
                        automatically, upon such transfer, convert into shares
                        of Series B Preferred Stock, on a one for one basis.

                        In addition, any holder of Series A Preferred Stock may
                        convert all or any portion of its Series A Preferred
                        Stock into shares of Series B Preferred Stock, on a one
                        for one basis, at any time at its option.

                        Subject to compliance with applicable securities laws,
                        shares of Series B Preferred Stock will be freely
                        transferable.




                                        3



                     
DIVIDENDS:              The holder of each share of Preferred Stock shall be
                        entitled to receive dividends and distributions on the
                        Preferred Stock at an annual rate of 3.25% of the
                        Liquidation Value thereof, payable quarterly in cash.
                        Unpaid dividends shall accrue. In addition, if any
                        dividends are declared on the Common Stock, the
                        Preferred Stock shall be entitled to receive, in
                        addition to the dividend on the Preferred Stock at the
                        stated rate, the dividends that would have been payable
                        on the number of shares of Common Stock that would have
                        been issued on the Preferred Stock had it been converted
                        immediately prior to the record date for such dividend.

PREFERENCE WITH         Each holder of Preferred Stock shall, prior to the
RESPECT TO DIVIDENDS:   payment of any dividend or distribution in respect of
                        the Common Stock or any other class of capital stock of
                        the Company ranking junior to the Preferred Stock, be
                        entitled to be paid in full the dividends and
                        distributions payable in respect of the Preferred Stock.

RESTRICTION ON          So long as shares of Preferred Stock having a
REDEMPTIONS OF JUNIOR   Liquidation Value of $250 million or more remain
STOCK:                  outstanding, the Company shall not, and shall not permit
                        any of its subsidiaries to, purchase, redeem or
                        otherwise acquire for value any shares of Common Stock
                        or any shares of any other class of capital stock of the
                        Company ranking junior to the Preferred Stock except
                        customary provisions with respect to repurchase of
                        employee equity upon termination of employment.




                                        4



                     
GOVERNANCE - BOARD OF   So long as the Series A Preferred Stock is outstanding,
DIRECTORS               the following provisions shall be effective:

                        The board of directors of the Company shall consist of
                        twelve (12) directors, three (3) of whom shall initially
                        be elected by the holders of the Series A-1 Preferred
                        Stock Holders, three (3) of whom shall initially be
                        elected by the holders of the Series A-2 Preferred
                        Stock, one (1) of whom shall be the Executive Chairman
                        selected as described below under "Executive Chairman,"
                        one (1) of whom shall be the CEO, and four (4) of whom
                        shall be elected by the holders of the Common Stock and
                        the Series B Preferred Stock, voting as a class (the
                        "Common Directors") (it being understood that the Series
                        A Preferred Stock shall not vote with respect to the
                        Common Directors and any holder of Series A Preferred
                        Stock shall not vote its shares of Series B Preferred
                        Stock in respect of the Common Directors). For the
                        avoidance of doubt, the Executive Chairman and the CEO
                        shall be elected to the board by the holders of the
                        Common Stock and the Preferred Stock, voting as a class.
                        The Executive Chairman of the Board shall initially be
                        selected as described below under "Executive Chairman."
                        The initial CEO shall be Rodney O'Neal, who shall become
                        the CEO and President not later than the effective date
                        of the plan of reorganization. The four (4) Common
                        Directors shall be selected by a search committee (the
                        "Selection Committee") consisting of a representative of
                        each of Cerberus, Appaloosa, the Unsecured Creditors
                        Committee, the Equity Committee and the Company(1),
                        which selection shall be made by unanimous vote of the
                        Selection Committee with the Appaloosa and Cerberus
                        representatives on the Selection Committee not entitled
                        to vote on such selection. Thereafter, (i) the nominees
                        for election of the Common Directors shall be selected
                        by the Nominating and Corporate Governance Committee of
                        the Board with the Appaloosa and Cerberus
                        representatives on the Committee not entitled to vote on
                        such selection and (ii) any successor Executive Chairman
                        shall be selected as described below under "Executive
                        Chairman." At least one Common Director shall serve on
                        each committee of the Board subject, in the case of the
                        Audit Committee, to applicable qualification
                        requirements.

                        The directors selected by the holders of the Series A
                        Preferred Stock shall be reallocated between the holders
                        of the Series A-1 Preferred Stock and the Series A-2
                        Preferred Stock as follows if any changes occur in the
                        number of outstanding shares of Series A Preferred
                        Stock: If either series of Series A Preferred Stock
                        represents less than 33 1/3% and 16 2/3% or more of the
                        outstanding shares of Series A Preferred Stock then the
                        series with the fewer number of shares shall elect two
                        (2) directors and the series with the larger number of
                        shares shall elect four (4) directors; if either series
                        of Series A Preferred Stock represents less than 16 2/3%
                        and more than 0% of the Series A Preferred Stock, then
                        the series with the fewer number of shares shall elect
                        one (1) director and the series with the larger number
                        of shares shall elect five (5) directors; and if any
                        series of the Series A Preferred Stock shall cease to be
                        outstanding, then the holders of the other series shall
                        elect all six (6) directors to which the Series A
                        Preferred Stock is entitled (unless both series shall
                        cease to be outstanding).



- ----------
(1)  Company representative shall be John D. Opie, the current lead director of
     the Company.


                                        5



                     
EXECUTIVE CHAIRMAN      So long as the Series A Preferred Stock is outstanding,
                        the following provisions shall be effective:

                        The initial Executive Chairman shall be selected by the
                        Selection Committee by a supermajority vote of four of
                        the five members of the Selection Committee, including
                        the affirmative vote of both the Appaloosa and Cerberus
                        representatives. Any successor Executive Chairman shall
                        be selected by the Nominating and Corporate Governance
                        Committee with the affirmative approval of the holders
                        of the Series A-1 Preferred Stock and the Series A-2
                        Preferred Stock.

                        The Executive Chairman shall be a full-time employee of
                        the Company with his or her principal office in the
                        Company's world headquarters in Troy, Michigan and shall
                        devote substantially all of his or her business activity
                        to the business affairs of the Company.

                        The Executive Chairman may be removed at any time by the
                        affirmative vote of all of the holders of the Series A
                        Preferred Stock.

                        The Executive Chairman shall cause the Company to and
                        the Company shall be obligated to meaningfully consult
                        with the representatives of the holders of the Series A
                        Preferred Stock with respect to the annual budget and
                        material modifications thereto prior to the time it is
                        submitted to the Board for approval.

                        The employment agreements entered into by the Company
                        with the Executive Chairman and the Chief Executive
                        Officer shall provide that (i) upon any termination of
                        employment, the Executive Chairman and/or the Chief
                        Executive Officer shall resign as a director (and the
                        employment agreements shall require delivery at the time
                        such agreements are entered into of an executed
                        irrevocable resignation that becomes effective upon such
                        termination) and (ii) the right to receive any payments
                        or other benefits upon termination of employment shall
                        be conditioned upon such resignation. If for any reason
                        the Executive Chairman or the Chief Executive Officer
                        does not resign or the irrevocable resignation is
                        determined to be ineffective, then the holders of the
                        Series A Preferred Stock, acting together as a single
                        class, may remove the Executive Chairman and/or Chief
                        Executive Officer as a director.




                                        6



                     
GOVERNANCE - VOTING     Except with respect to the election of directors, who
RIGHTS                  shall be elected as specified above, the holders of the
                        Preferred Stock shall vote, on an "as converted" basis,
                        together with the holders of the Common Stock, on all
                        matters submitted to shareholders.

                        Until the Liquidation Value of the Preferred Stock
                        beneficially owned by Appaloosa and Cerberus together
                        with all Common Stock directly owned by Appaloosa and
                        Cerberus (valued for this purpose at the Plan Value of
                        $45.00 per share) is less than $600 million, the
                        following Governance - Voting Rights shall be in effect:

                        The holders of the Series A Preferred Stock shall have
                        the right to select, and to cause the Company to
                        terminate, the Chief Executive Officer, the Chief
                        Operating Officer and the Chief Financial Officer of the
                        Company. The majority of the members of the Company's
                        compensation committee shall initially be made up of
                        directors designated by Cerberus and Appaloosa. Pursuant
                        to a stockholder agreement or other arrangements, the
                        Company shall agree to maintain that majority.

                        The Company shall not, and shall not permit its
                        subsidiaries to, take any of the following actions
                        (subject to customary exceptions as applicable) unless
                        (i) the Company shall provide the holders of the Series
                        A Preferred Stock with at least 20 business days advance
                        notice and (ii) it shall not have received, prior to the
                        10th business day after the receipt of such notice by
                        the holders of Series A Preferred Stock, written notice
                        from all of the holders of the Series A Preferred Stock
                        that they object to such action:

                             -    any new debt or lease financing or guarantees
                                  in excess of $100 million in any twelve-month
                                  period after the Issue Date;

                             -    the grant of any new lien, mortgage or
                                  security interest in any assets having a value
                                  in excess of $100 million in any twelve-month
                                  period after the issue Date;

                             -    a sale, transfer or other disposition of all
                                  or substantially all of the assets of the
                                  Company and its subsidiaries, on a
                                  consolidated basis;

                             -    any merger or consolidation involving a change
                                  of control of the Company;

                             -    any acquisition of or investment in any other
                                  person or entity having a value in excess of
                                  $100 million in any twelve-month period after
                                  the Issue Date;

                             -    any action to liquidate the Company;

                             -    any issuance of equity securities or rights to
                                  acquire equity securities at less than fair
                                  market value;




                                        7



                     
                             -    other than pursuant to any conversion
                                  provisions set forth herein, any redemption,
                                  repurchase or other acquisition of shares of
                                  capital stock involving aggregate payments in
                                  excess of $10 million in any twelve month
                                  period after the Issue Date;

                             -    payment of any dividends in cash or other
                                  assets (other than additional shares of Common
                                  Stock); or

                             -    any amendment of the charter or bylaws.

                        The approval rights set forth above shall be in addition
                        to the other voting rights set forth above and any
                        voting rights to which the holders of the shares of
                        Series A Preferred Stock are entitled under Delaware
                        law; provided, however, in a merger or consolidation
                        involving a change of control of the Company, the Series
                        A Preferred Stock will be converted into the greater of
                        (i) the consideration with a value equal to the fair
                        market value of the Series B Preferred Stock into which
                        such Series A Shares are then convertible (or a
                        preferred security of equivalent economic value) and
                        (ii) the Liquidation Preference.

                        These limitations shall not apply to debt or lease
                        financing or guarantees or lien, mortgage or security
                        interests which constitute refinancings, replacements
                        and extensions thereof that are (i) on prevailing market
                        terms with respect to the economics thereof and (ii) on
                        substantially the same terms (including with respect to
                        the obligors, tenor, security and ranking) as the
                        obligations being refinanced, replaced or extended with
                        respect to other terms.

                        The Series B Preferred Stock shall be identical in all
                        respects to Series A Preferred Stock except the Series B
                        Preferred Stock shall have no voting rights other than
                        (i) the right to vote, together with the Common Stock as
                        one class on an "as converted basis" on all matters
                        submitted to the Common Stock (subject to restrictions
                        on voting by holders of Series A Preferred Stock for
                        Common Directors as set forth above) and (ii) as
                        required by law.

                        Appaloosa and Cerberus shall not receive compensation or
                        remuneration of any kind in connection with their
                        exercise or non-exercise of voting or other rights under
                        the Series A Preferred Stock.

RESERVATION OF          The Company shall maintain sufficient authorized but
UNISSUED STOCK:         unissued securities of all classes issuable upon the
                        conversion or exchange of shares of Preferred Stock and
                        Common Stock.




                                        8



                     
TRANSFERABILITY AND     Holders of Series A Preferred Stock may sell or
RIGHT OF FIRST OFFER:   otherwise transfer such stock as follows:

                             -    to any Permitted Holder

                             -    to any other person subject to the right of
                                  first offer provided below; provided, however,
                                  that upon any such transfer, the shares of
                                  Preferred Stock so transferred shall
                                  automatically convert into shares of Series B
                                  Preferred Stock.

                        If any transfer or conversion of Series A Preferred
                        Stock would result in the holders of the Series A
                        Preferred Stock owning insufficient shares of Series A
                        Preferred Stock to avoid the mandatory conversion of the
                        Series A Preferred Stock, then the other holders of
                        Series A Preferred Stock shall have the right to
                        purchase the shares of Series A Preferred Stock proposed
                        to be transferred or converted at a purchase price equal
                        to the Current Market Value. The selling holder shall
                        give the other holders at least 15 days' notice of a
                        proposed transfer or conversion to which these rights
                        apply. Upon such notice, the holders may elect to
                        purchase the shares, pro rata, on the terms offered
                        within 15 days following the date of such notice.




                                        9



                     
REGISTRATION            The Investors shall be entitled to registration rights
RIGHTS:                 as set forth below. The registration rights agreement
                        shall contain customary terms and provisions consistent
                        with such terms, including customary hold-back, cutback
                        and indemnification provisions.

                        Demand Registrations. The holders of the Preferred Stock
                        shall be entitled to four demand registrations;
                        provided, that following the time that the Company is
                        eligible to use Form S-3, the holders shall be entitled
                        to an unlimited number of demand registrations. Any
                        demand registration may, at the option of the holder be
                        a "shelf" registration pursuant to Rule 415 under the
                        Securities Act of 1933. All registrations will be
                        subject to customary "windows."

                        Piggyback Registrations. In addition, the holders shall
                        be entitled to unlimited piggyback registration rights,
                        subject to customary cut-back provisions.

                        Registrable Securities: The Series B Preferred Stock,
                        any shares of Common Stock issuable upon conversion of
                        the Preferred Stock or the Series B Preferred Stock, any
                        other shares of Common Stock held by any Investor
                        (including shares acquired in the rights offering or
                        upon the exercise of preemptive rights), and any
                        additional securities issued or distributed by way of a
                        dividend or other distribution in respect of any
                        securities. Securities shall cease to be Registrable
                        Securities upon sale to the public pursuant to an
                        registration statement or Rule 144, or when all shares
                        held by an Investor may be transferred without
                        restriction pursuant to Rule 144(k).

                        Expenses. All registrations shall be at the Company's
                        expense (except underwriting fees, discounts and
                        commissions agreed to be paid by the selling holders),
                        including, without limitation, fees and expenses of one
                        counsel for any holders selling Registrable Securities
                        in connection with any such registration.

PREEMPTIVE RIGHTS:      So long as Cerberus and Appaloosa beneficially own, in
                        the aggregate. Series A Preferred Stock with a
                        Liquidation Value of $250 million or more, the holders
                        of Preferred Stock shall be entitled to participate pro
                        rata in any offering of equity securities of the
                        Company, other than with respect to (i) shares issued or
                        underlying options issued to management and employees
                        and (ii) shares issued in connection with business
                        combination transactions.

COMMITMENT FEE:         A commitment fee of $21 million shall be earned by and
                        payable to the Investors as provided for in the
                        Discussion Points.

STOCKHOLDERS            Certain of the provisions hereof will be contained in a
AGREEMENT:              Stockholders Agreement to be executed and delivered by
                        the Investors and the Company on the Issue Date.

GOVERNING LAW:          State of Delaware




                                       10


          Equity Commitment Letter from A-D Acquisition Holdings, LLC


                            APPALOOSA MANAGEMENT L.P.
                                 26 Main Street
                            Chatham, New Jersey 07928

                                                                January __, 2007

A-D Acquisition Holdings, LLC
c/o Appaloosa Management L.P.
26 Main Street
Chatham, New Jersey, 07928
Attention: Ronald Goldstein

Delphi Corporation
5725 Delphi Drive
Troy, Michigan 48098

Ladies and Gentlemen:

     Reference is made to that certain Equity Purchase and Commitment Agreement
(the "Agreement"), dated as of the date hereof, by and among A-D Acquisition
Holdings, LLC, a limited liability company formed under the laws of the State of
Delaware (the "Investor"), Harbinger Del-Auto Investment Co., Ltd., an exempted
company formed under the laws of the Cayman Islands, Dolce Investments, LLC, a
limited liability company formed under the laws of the State of Delaware,
Merrill Lynch, Pierce Fenner & Smith Incorporated, a Delaware corporation, and
UBS Securities LLC, a limited liability company formed under the laws of the
State of Delaware, on the one hand, and Delphi Corporation, a Delaware
corporation (as a debtor-in-possession and a reorganized debtor, as applicable,
the "Company"), on the other hand. Capitalized terms used but not defined herein
shall have the meanings set forth in the Agreement.

     This letter will confirm the commitment of Appaloosa Management L.P.
("AMLP"), on behalf of one or more of its affiliated funds or managed accounts
to be designated, to provide or cause to be provided funds (the "Funds") to the
Investor in an amount up to $1,141,500,000, subject to the terms and conditions
set forth herein. If (i) a Limited Termination has occurred, (ii) the Agreement
has not been terminated by the Investor in accordance with its terms within
ten (10) Business Days of the occurrence of such Limited Termination, and
(iii) the Investor becomes obligated in accordance with Section 2(b) of the
Agreement to purchase the Available Investor Shares as a result of such Limited
Termination (an "Escalation Trigger"), the maximum amount of Funds referred to
in the immediately preceding sentence shall be increased as follows: (i) by
$175,312,500 if an Escalation Trigger arises as a result of a Limited
Termination by Merrill Lynch, Pierce, Fenner & Smith Incorporated; (ii) by
$175,312,500 if an Escalation Trigger arises as a result of a Limited
Termination by UBS Securities LLC; and (iii) by $210,375,000 if an Escalation
Trigger arises as a result of a Limited Termination by Harbinger Del-Auto
Investments Company, Ltd. The Funds to be provided by or on behalf of AMLP to
the Investor will be used to provide the financing for the Investor (i) to
purchase the Preferred Shares and the Investor Shares pursuant to the
Agreement (the "Purchase Obligation") and (ii) to satisfy the Investor's other
obligations under the Agreement, if any; provided, however, that the aggregate
liability of AMLP under the immediately preceeding clauses (i) and (ii) shall
under no circumstances exceed the Cap (as defined below). AMLP shall not be
liable to fund to the Investor any amounts hereunder (other than to fund the
Purchase Obligation), unless and until, any party to the Agreement, other than
the Company, commits a willful breach of the Agreement. For purposes of this
letter agreement, the "Cap" shall mean (i) at all times on or prior to the
Disclosure Statement Approval Date, $100,000,000 and (ii) after the Disclosure
Statement Approval Date, $250,000,000. Our commitment to fund the Investor's
Purchase Obligation is subject to the satisfaction, or waiver in writing by AMLP
and the Investor, of all of the conditions, if any, to the Investor's
obligations at such time contained in the Agreement.



A-D Acquisition Holdings, LLC
Delphi Corporation
January __, 2007
Page 2


          Notwithstanding any other term or condition of this letter agreement,
(i) under no circumstances shall the liability of AMLP hereunder or for breach
of this letter agreement exceed, in the aggregate, the Cap for any reason, (ii)
under no circumstances shall AMLP be liable for punitive damages and (iii) the
liability of AMLP shall be limited to monetary damages only. There is no express
or implied intention to benefit any person or entity not party hereto and
nothing contained in this letter agreement is intended, nor shall anything
herein be construed, to confer any rights, legal or equitable, in any person or
entity other than the Investor and the Company. Subject to the terms and
conditions of this letter agreement, the Company shall have the right to assert
its rights hereunder directly against AMLP.

          The terms and conditions of this letter agreement may be amended,
modified or terminated only in a writing signed by all of the parties hereto.
AMLP's obligations hereunder may not be assigned, except its obligations to
provide the Funds may be assigned to one or more of its affiliated funds or
managed accounts affiliated with AMLP, provided that such assignment will not
relieve AMLP of its obligations under this letter agreement.

          This commitment will be effective upon the Investor's acceptance of
the terms and conditions of this letter agreement (by signing below) and the
execution of the Agreement by the Company and will expire on the earliest to
occur of (i) the closing of the transactions contemplated by the Agreement, and
(ii) termination of the Agreement in accordance with its terms; provided,
however, that in the event that the Agreement is terminated, AMLP's obligations
hereunder to provide funds to the Investor to fund the Investor's obligations
under the Agreement on account of any willful breach of the Agreement for which
the Investor would be liable shall survive; provided further, that the Company
shall provide AMLP with written notice within 90 days after the termination of
the Agreement of any claim that a willful breach of the Agreement has occurred
for which the Investor would be liable and if the Company fails to timely
provide such notice then all of AMLP's obligations hereunder shall terminate,
this letter agreement shall expire and any claims hereunder shall forever be
barred. Upon the termination or expiration of this letter agreement, all rights
and obligations of the parties hereunder shall terminate and there shall be no
liability on the part of any party hereto.

          AMLP hereby represents and warrants as follows:

          (a) AMLP is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization.

          (b) AMLP has the requisite limited partnership power and authority to
enter into, execute and deliver this letter agreement and to perform its
obligations hereunder and all necessary action required for the due
authorization, execution, delivery and performance by it of this letter
agreement has been taken.



A-D Acquisition Holdings, LLC
Delphi Corporation
January __, 2007
Page 3


          (c) This letter agreement has been duly and validly executed and
delivered by AMLP and constitutes its valid and binding obligation, enforceable
against it in accordance with its terms.

          (d) AMLP has, and will have on the Closing Date, available funding
necessary to provide the Funds in accordance with this letter agreement.

          No director, officer, employee, partner, member or direct or indirect
holder of any equity interests or securities of AMLP, or any of its affiliated
funds or managed accounts, and no director, officer, employee, partner or member
of any such persons other than any general partner (collectively, the "Party
Affiliates") shall have any liability or obligation of any nature whatsoever in
connection with or under this letter or the transactions contemplated hereby,
and each party hereto hereby waives and releases all claims against such Party
Affiliates related to such liability or obligation.

This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of New York (without giving effect to the
conflict of laws principles thereof). AMLP AND THE INVESTOR HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVE ANY OBJECTION BASED ON FORUM NON
CONVENIENS.

          This letter agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and same instrument.

                                        Sincerely,

                                        APPALOOSA MANAGEMENT L.P.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



A-D Acquisition Holdings, LLC
Delphi Corporation
January __, 2007
Page 4


Agreed to and accepted as of the date first above written:

A-D ACQUISITION HOLDINGS, LLC


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


DELPHI CORPORATION


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------



               Equity Commitment Letter from Dolce Investments LLC



                        CERBERUS CAPITAL MANAGEMENT, L.P.
                                 299 Park Avenue
                            New York, New York 10171

                                                              January [__], 2007

Dolce Investments, LLC
299 Park Avenue
New York, New York 10171
Attention: Seth Gardner

Delphi Corporation
5725 Delphi Drive
Troy, Michigan 48098

Ladies and Gentlemen:

          Reference is made to that certain Equity Purchase and Commitment
Agreement (the "Agreement"), dated as of the date hereof, by and among A-D
Acquisition Holdings, LLC, a limited liability company formed under the laws of
the State of Delaware, Harbinger Del-Auto Investment Co., Ltd., an exempted
company formed under the laws of the Cayman Islands, Dolce Investments, LLC, a
limited liability company formed under the laws of the State of Delaware (the
"Investor"), Merrill Lynch, Pierce Fenner & Smith, Incorporated, a Delaware
corporation, and UBS Securities LLC, a limited liability company formed under
the laws of the State of Delaware, on the one hand, and Delphi Corporation, a
Delaware corporation (as a debtor-in-possession and a reorganized debtor, as
applicable, the "Company"), on the other hand. Capitalized terms used but not
defined herein shall have the meanings set forth in the Agreement.

          This letter will confirm the commitment of Cerberus Capital
Management, L.P. ("Cerberus"), on behalf of one or more of its affiliated funds
or managed accounts to be designated, to provide or cause to be provided funds
(the "Funds") to the Investor in an amount up to $1,702,500,000, subject to the
terms and conditions set forth herein. The Funds to be provided by or on behalf
of Cerberus to the Investor will be used to provide the financing for the
Investor (i) to purchase the Preferred Shares and the Investor Shares pursuant
to the Agreement (the "Purchase Obligation") and (ii) to satisfy the Investor's
other obligations under the Agreement, if any; provided, however, that the
aggregate liability of Cerberus under clauses (i) and (ii) shall under no
circumstances exceed the Cap (as defined below). Cerberus shall not be liable
to fund to the Investor any amounts hereunder (other than to fund the Purchase
Obligation), unless, and until, any party to the Agreement other than the
Company commits a willful breach of the Agreement. For purposes of this letter
agreement, the "Cap" shall mean (i) at all times on or prior to the Disclosure
Statement Approval Date, $100,000,000 and (ii) after the Disclosure Statement
Approval Date, $250,000,000. Our commitment to fund the Investor's Purchase
Obligation is subject to the satisfaction, or waiver in writing by Cerberus and
the Investor, of all of the conditions, if any, to the Investor's obligations at
such time contained in the Agreement.

          Notwithstanding any other term or condition of this letter agreement,
(i) under no circumstances shall the liability of Cerberus hereunder or for
breach of this letter agreement exceed, in the aggregate, the Cap for any
reason, (ii) under no circumstances shall Cerberus be liable for punitive
damages, and (iii) the liability of Cerberus shall be limited to monetary
damages only. There is no express or implied intention to benefit any person or
entity not party hereto and nothing contained in this letter agreement is
intended, nor shall anything herein be construed, to confer any rights, legal or
equitable, in



Dolce Investments, LLC
Delphi Corporation
January [__], 2007
Page 2


any person or entity other than the Investor and the Company. Subject to the
terms and conditions of this letter agreement, the Company shall have the right
to assert its rights hereunder directly against Cerberus.

          The terms and conditions of this letter agreement may be amended,
modified or terminated only in a writing signed by all of the parties hereto.
Cerberus's obligations hereunder may not be assigned, except its obligations to
provide the Funds may be assigned to one or more of its affiliated funds or
managed accounts affiliated with Cerberus, provided that such assignment will
not relieve Cerberus of its obligations under this letter agreement.

          This commitment will be effective upon the Investor's acceptance of
the terms and conditions of this letter agreement (by signing below) and the
execution of the Agreement by the Company and will expire on the earliest to
occur of (i) the closing of the transactions contemplated by the Agreement, and
(ii) termination of the Agreement in accordance with its terms; provided,
however, that in the event that the Agreement is terminated, Cerberus'
obligations hereunder to provide funds to the Investor to fund the Investor's
obligations under the Agreement on account of any willful breach of the
Agreement for which the Investor would be liable shall survive; provided
further, that the Company shall provide Cerberus with written notice within 90
days after the termination of the Agreement of any claim that a willful breach
of the Agreement has occurred for which the Investor would be liable and if the
Company fails to timely provide such notice then all of Cerberus' obligations
hereunder shall terminate, this letter agreement shall expire and any claims
hereunder shall be forever barred. Upon the termination or expiration of this
letter agreement all rights and obligations of the parties hereunder shall
terminate and there shall be no liability on the part of any party hereto.

          Cerberus hereby represents and warrants as follows:

          (a) Cerberus is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization.

          (b) Cerberus has the requisite limited partnership power and authority
to enter into, execute and deliver this letter agreement and to perform its
obligations hereunder and all necessary action required for the due
authorization, execution, delivery and performance by it of this letter
agreement has been taken.

          (c) This letter agreement has been duly and validly executed and
delivered by Cerberus and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms.

          (d) Cerberus has, and will have on the Closing Date, available funding
necessary to provide the Funds in accordance with this letter agreement.

          No director, officer, employee, partner, member or direct or indirect
holder of any equity interests or securities of Cerberus or any of its
affiliated funds or managed accounts, and no director, officer, employee,
partner or member of any such persons, other than any general partner
(collectively, the "Party Affiliates") shall have any liability or obligation of
any nature whatsoever in connection with or under this letter or the
transactions contemplated hereby, and each party hereto hereby waives and
releases all claims against such Party Affiliates related to such liability or
obligation.



Dolce Investments, LLC
Delphi Corporation
January [__], 2007
Page 3


          This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of New York (without giving effect to the
conflict of laws principles thereof). CERBERUS AND THE INVESTOR HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES
BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVE ANY OBJECTION
BASED ON FORUM NON CONVENIENS.

          This letter agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and same instrument.

                                        Sincerely,

                                        CERBERUS CAPITAL MANAGEMENT, L.P.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Agreed to and accepted as of the date first above written:

DOLCE INVESTMENTS, LLC


BY: CERBERUS CAPITAL MANAGEMENT,
    L.P.,
    Its Managing Member


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


DELPHI CORPORATION


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------



    Equity Commitment Letter from Harbinger Del-Auto Investment Company, Ltd.



                 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
                             c/o 555 Madison Avenue
                            New York, New York 10122

                                                              January [__], 2007

Harbinger Del-Auto Investment Company Ltd.
c/o Harbinger Capital Partners Master Fund I, Ltd.
555 Madison Avenue
New York, New York 10022

Delphi Corporation
5725 Delphi Drive
Troy, Michigan 48098

Ladies and Gentlemen:

          Reference is made to that certain Equity Purchase and Commitment
Agreement (the "Agreement"), dated as of the date hereof, by and among A-D
Acquisition Holdings, LLC, a limited liability company formed under the laws of
the State of Delaware, Harbinger Del-Auto Investment Company, Ltd., an exempted
company formed under the laws of the Cayman Islands, Dolce Investments, LLC, a
limited liability company formed under the laws of the State of Delaware (the
"Investor"), Merrill Lynch, Pierce Fenner & Smith, Incorporated, a Delaware
corporation, and UBS Securities LLC, a limited liability company formed under
the laws of the State of Delaware, on the one hand, and Delphi Corporation, a
Delaware corporation (as a debtor-in-possession and a reorganized debtor, as
applicable, the "Company"), on the other hand. Capitalized terms used but not
defined herein shall have the meanings set forth in the Agreement.

          This letter will confirm the commitment of Harbinger Capital Partners
Master Fund I, Ltd. ("Harbinger"), on behalf of one or more of its affiliated
funds or managed accounts to be designated, to provide or cause to be provided
funds (the "Funds") to the Investor in an amount up to $210,375,000, subject to
the terms and conditions set forth herein. The Funds to be provided by or on
behalf of Harbinger to the Investor will be used to provide the financing for
the Investor (i) to purchase the Preferred Shares and the Investor Shares
pursuant to the Agreement (the "Purchase Obligation") and (ii) to satisfy the
Investor's other obligations under the Agreement, if any; provided, however
that the aggregate liability of Harbinger under clauses (i) and (ii) shall under
no circumstances exceed the Cap (as defined below). Harbinger shall not be
liable to fund to the Investor any amounts hereunder (other than to fund the
Purchase Obligation), unless, and until, any party to the Agreement other than
the Company commits a willful breach of the Agreement. For purposes of this
letter agreement, the "Cap" shall mean at all times $38,442,731. Our commitment
to fund the Investor's Purchase Obligation is subject to the satisfaction, or
waiver in writing by Harbinger or the Investor, of all of the conditions, if
any, to the Investor's obligations at such time contained in the Agreement.

          Notwithstanding any other term or condition of this letter agreement,
(i) under no circumstances shall the liability of Harbinger hereunder or for
breach of this letter agreement exceed, in the aggregate, the Cap for any
reason, (ii) under no circumstances shall Harbinger be liable for punitive
damages, and (iii) the liability of Harbinger shall be limited to monetary
damages only. There is no express or implied intention to benefit any person or
entity not party hereto and nothing contained in this letter agreement is
intended, nor shall anything herein be



Harbinger Del-Auto Investment Company Ltd.
Delphi Corporation
January [__], 2007
Page 2


construed, to confer any rights, legal or equitable, in any person or entity
other than the Investor and the Company. Subject to the terms and conditions of
this letter agreement, the Company shall have the right to assert its rights
hereunder directly against Harbinger.

          The terms and conditions of this letter agreement may be amended,
modified or terminated only in a writing signed by all of the parties hereto.
Harbinger's obligations hereunder may not be assigned, except its obligations to
provide the Funds may be assigned to one or more of its affiliated funds or
managed accounts affiliated with Harbinger, provided that such assignment will
not relieve Harbinger of its obligations under this letter agreement.

          This commitment will be effective upon the Investor's acceptance of
the terms and conditions of this letter agreement (by signing below) and the
execution of the Agreement by the Company and will expire on the earliest to
occur of (i) the closing of the transactions contemplated by the Agreement, and
(ii) termination of the Agreement in accordance with its terms; provided,
however, that in the event that the Agreement is terminated, Harbinger'
obligations hereunder to provide funds to the Investor to fund the Investor's
obligations under the Agreement on account of any willful breach of the
Agreement for which the Investor would be liable shall survive; provided
further, that the Company shall provide Harbinger with written notice within 90
days after the termination of the Agreement of any claim that a willful breach
of the Agreement has occurred for which the Investor would be liable and if the
Company fails to timely provide such notice then all of Harbinger' obligations
hereunder shall terminate, this letter agreement shall expire and any claims
hereunder shall be forever barred. Upon the termination or expiration of this
letter agreement all rights and obligations of the parties hereunder shall
terminate and there shall be no liability on the part of any party hereto.

          Harbinger hereby represents and warrants as follows:

          (a) Harbinger is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization.

          (b) Harbinger has the requisite corporate power and authority to enter
into, execute and deliver this letter agreement and to perform its obligations
hereunder and all necessary action required for the due authorization,
execution, delivery and performance by it of this letter agreement has been
taken.

          (c) This letter agreement has been duly and validly executed and
delivered by Harbinger and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms.

          (d) Harbinger has, and will have on the Closing Date, available
funding necessary to provide the Funds in accordance with this letter agreement.

          No director, officer, employee, partner, member or direct or indirect
holder of any equity interests or securities of Harbinger, or any of its
affiliated funds or managed accounts, and no director, officer, employee,
partner or member of any such persons other than any general partner
(collectively, the "Party Affiliates") shall have any liability or obligation of
any nature whatsoever in connection with or under this letter or the
transactions contemplated hereby, and each party hereto hereby waives and
releases all claims against such Party Affiliates related to such liability or
obligation.



Harbinger Del-Auto Investment Company Ltd.
Delphi Corporation
January [__], 2007
Page 3


          This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of New York (without giving effect to the
conflict of laws principles thereof). HARBINGER AND THE INVESTOR HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF, AND VENUE IN, THE UNITED STATES
BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVE ANY OBJECTION
BASED ON FORUM NON CONVENIENS.

          This letter agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and same instrument.

                                        Sincerely,

                                        HARBINGER CAPITAL PARTNERS MASTER
                                        FUND I, LTD.


                                        By: Harbinger Capital Partners Offshore
                                            Manager, L.L.C., as investment
                                            manager


                                        By:
                                            ------------------------------------
                                        Name: Philip A. Falcone
                                        Title: Senior Managing Director

Agreed to and accepted as of the date first above written:

HARBINGER DEL-AUTO INVESTMENT COMPANY, LTD.


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


DELPHI CORPORATION


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------