ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment to GM Advance Agreement
On August 21, 2009, Delphi Corporation (“Delphi” or the “Company”) entered into a further amendment
(the “Eleventh Amendment”) to its existing liquidity agreement (the “GM Advance Agreement”) between
Delphi and General Motors Company (as assignee of Motors Liquidation Company, formerly known as
General Motors Corporation) ( “GM”). As set forth more fully below, the effect of the Eleventh
Amendment was to extend the deadline for Delphi to satisfy certain milestones, which if not met,
would prevent Delphi from continued access to the facility.
As previously reported, the GM Advance Agreement was amended and restated on June 1, 2009 to
provide Delphi with an additional $250 million credit facility (the “Tranche C Facility”), subject
to Delphi’s continued satisfaction of certain conditions and milestones. For a complete
description of the terms of the GM Advance Agreement as so amended and restated prior to the First
and Second Amendments, see Delphi’s Current Reports on Form 8-K filed June 18, 2009, July 30, 2009,
July 30, 2009, August 3, 2009, August 5, 2009, August 7, 2009, August 10, 2009, August 17, 2009,
and August 19, 2009 and Delphi’s Annual Report on Form 10-K for the year ended December 31, 2008
and Delphi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009. The following
description of the terms of the Eleventh Amendment is qualified by reference to the full text of
the amendment, a copy of which is filed as Exhibit 99(a) to this report and incorporated by
reference herein.
Delphi’s continued ability to request advances under the Tranche C Facility is conditioned on
progress in achieving the transactions contemplated by the confirmed First Amended Joint Plan
Reorganization as modified (as further modified, amended and supplemented, the “Modified Plan”), as
filed with the United States (“U.S.”) Bankruptcy Court for the Southern District of New York (the
“Court”) on June 16, 2009. Specifically, prior to the Eleventh Amendment, the ability of Delphi to
request advances on or after August 21, 2009 was conditioned on the entry by the Court of an order,
in form and substance reasonably acceptable to GM, approving the Modified Plan or an implementation
agreement pursuant to which the parties to the Master Disposition Agreement, dated June 1, 2009, as
revised and amended, among Delphi, GM Components Holdings, LLC, GM and Parnassus Holdings II, LLC,
would perform their obligations thereunder pursuant to Section 363 of the Bankruptcy Code,
independent of and not pursuant to or contingent on the effectiveness of the Modified Plan. The
Eleventh Amendment extends the August 21, 2009 date until 8:00 p.m. (Eastern time) on August 26,
2009. All other terms of the GM Advance Agreement remain in effect.
Amendment to Accommodation Agreement
On August 21, 2009, Delphi entered into a further amendment (the “Thirtieth Amendment”), to its
accommodation agreement (as previously amended and supplemented through the date hereof, the
“Accommodation Agreement”), with the lenders under its existing debtor-in-possession financing
agreement (the “Amended and Restated DIP Credit Facility”), consisting of a $1.1 billion first
priority revolving credit facility (the “Tranche A Facility”), a $500 million first priority term
loan (the “Tranche B Term Loan”) and a $2.75 billion second priority term loan (the “Tranche C Term
Loan”). The effect of the Thirtieth Amendment is to extend the term of the Accommodation Agreement
to 8:00 p.m. (Eastern time) on August 26, 2009. The following description of the Thirtieth
Amendment is qualified in its entirety by the text of such amendment, a copy of which is filed as
Exhibit 99(b) to this report and incorporated by reference herein. A description of the material
terms of the Accommodation Agreement prior to such modifications is set forth in Delphi’s Current
Reports on Form 8-K filed with the United States Securities and Exchange Commission on March 31,
2009, as amended on April 1, 2009 solely for the purposes of adding an exhibit, April 3, 2009, as
amended on April 7, 2009 solely for the purposes of adding another exhibit, April 23, 2009, May 8,
2009, June 2, 2009, June 9, 2009, June 18, 2009, June 22, 2009, June 24, 2009, July 1, 2009, July
8, 2009, July 13, 2009, July 20, 2009, July 22, 2009, July 30, 2009, July 30, 2009, August 3,
2009, August 5, 2009, August 7, 2009, August 10, 2009, August 17, 2009, and August 19, 2009 (the
“Original Forms 8-K”), which descriptions are incorporated herein by reference.
Pursuant to the Accommodation Agreement, as in effect through the Twenty-Ninth Amendment (the
“Prior Accommodation Agreement”), the lenders agreed, among other things, to allow Delphi to
continue using the proceeds of the Amended and Restated DIP Credit Facility and to forbear from the
exercise of certain default-related remedies, in each case until August 21, 2009, subject to the
continued satisfaction by Delphi of a number of covenants and conditions. The Thirtieth Amendment
further extends that date until 8:00 p.m. (Eastern time) on August 26, 2009. There currently
remains approximately $230 million outstanding under the Tranche A Facility, $311 million
outstanding under the Tranche B Term Loan and $2.75 billion outstanding under the Tranche C Term
Loan under the Amended and Restated DIP Credit Facility. Finally, the Thirtieth Amendment
provides that the requisite majority of lenders under the Amended and Restated DIP Credit Facility
have 65 business days (modified from 60 business days) to notify Delphi that the modified plan of
reorganization filed on June 1, 2009 is not satisfactory.
The remaining provisions in the Accommodation Agreement are materially unchanged. For information
regarding the current terms of the Accommodation Agreement, as modified, which is not otherwise set
forth in this Current Report on Form 8-K, including the covenants and conditions of the lenders’
continued forbearance from exercising remedies through the accommodation period and including the
ability to access certain cash collateral accounts, see Delphi’s Annual Report on Form 10-K for the
year ended December 31, 2008 (the “Annual Report”), including the exhibits to the Annual Report,
Delphi’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and the Original Forms
8-K.
Although Delphi is currently in compliance with the terms of the Accommodation Agreement (after
giving effect to the Thirtieth Amendment), Delphi’s continued compliance and access to sufficient
liquidity to fund its working capital requirements and operations is dependent on a number of
factors including Delphi remaining in compliance with the provisions of the GM Advance Agreement
and administrative creditors, including its suppliers, continuing to provide services and goods on
customary payment terms.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K, including the exhibits 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. In some cases, you can identify these statements by
forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and
other comparable terminology. 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 liquidity support agreements with GM, its debtor-in-possession financing facility and the
related accommodation agreement, and to obtain an extension of term or other amendments as
necessary to maintain access to such liquidity support agreements and 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, and to consummate the Modified Plan or any subsequently filed plan of
reorganization and to consummate such plan or other consensual resolution of Delphi’s Chapter 11
cases; 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 as described in the
Modified Plan as filed with the bankruptcy court 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 or those of its principal customers and the ability of the Company
to attract and retain customers. Additional factors that could affect future results are
identified in the Annual Report, including the risk factors in Part I. Item 1A. Risk Factors
contained therein and in Part II. Item 1A. Risk Factors in the Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2009 and June 30, 2009. 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. Under the Modified Plan confirmed by the
Court on July 30, 2009, holders of Delphi’s common stock will receive no value.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibits are being filed as part of this report.
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| Exhibit |
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| Number |
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Description |
99 (a)
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Eleventh Amendment to Amended and Restated GM-Delphi Agreement, dated as of August 21, 2009 |
99 (b)
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Thirtieth Amendment to the Accommodation Agreement, dated as of August 21, 2009 |