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Delphi Comments on Emergence Activities
Tuesday, July 21, 2009 9:48 PM


Auction Rescheduled to July 24; Creditors' Committee and Indenture Trustee Reach Accord With Delphi, GM, Platinum and Key DIP Lenders to Support Modified Plan; Delphi and PBGC Reach Settlement on PBGC Claims; U.S. Hourly Pension Plan Will Not Be Assumed by GM; Plan Modification Hearing to Commence July 29

TROY, MI -- (Marketwire) -- 07/21/09 -- Delphi Corp. (PINKSHEETS: DPHIQ) announced today that as part of its efforts to facilitate further consensual discussions among representatives of General Motors Company (GM), Platinum Equity, Delphi's DIP Lenders and other stakeholders, the Bankruptcy Court for the Southern District of New York has rescheduled the auction previously scheduled for July 21, 2009 to Friday, July 24, 2009 and will now commence the hearing on Delphi's Modified Plan on July 29, 2009. Delphi also announced that agreements have been reached with its official unsecured creditors' committee and Wilmington Trust Corporation, the indenture trustee for several series of unsecured notes, to withdraw their objections to, and support, the Modified Plan, whether based on the Master Disposition Agreement involving Platinum and GM or the pure credit bid submitted by the Administrative Agent on behalf of Delphi's DIP Lenders.

Delphi previously stated that the deadline for submission by qualified bidders of potential alternative transactions passed without the submission of any potential alternative transactions from three third-party qualified bidders. Delphi will proceed with the auction process, however, because the company timely received a pure credit bid notice and pure credit bid support letter from JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement dated as of May 9, 2008. The company expects to announce the outcome of the auction process on or about July 27, 2009.

Accord Reached With Creditors' Committee and Indenture Trustee

On July 21, 2009, Delphi's Creditors' Committee and Wilmington Trust Corporation, as Indenture Trustee, approved settlements with Delphi that are also supported by GM, Platinum and several large holders of Delphi's DIP credit facility. Pursuant to the accord, Delphi will further modify its current plan modifications such that the potential distribution to its unsubordinated general unsecured creditors under the waterfall schedule in the Master Disposition Agreement will be increased from a maximum of $180 million to a maximum of $300 million and the distributions will based on 32.5% of all waterfall distributions in excess of $7.2 billion. Delphi will also modify its existing Confirmation Order to provide that reasonable fees and expenses of the Indenture Trustee, including the reasonable fees and expenses of its retained counsel in the chapter 11 cases, will be paid up to a maximum agreed cap. As part of the accord, the Creditors' Committee and the Indenture Trustee have agreed to withdraw their objections to Delphi's Plan Modification Motion and to support approval of the Modified Plan. Earlier this week, as part of the voting reports filed with the Bankruptcy Court in connection with Delphi's resolicitation of certain creditor classes, it was reported that five impaired prepetition classes of creditors had voted to accept the Modified Plan. Under the Bankruptcy Code, at least one impaired non-insider class must accept the Plan in order to move forward with the plan modification process.

Statement Regarding Delphi's Defined Benefit Pension Plans

In its June 1 filing of modifications to its Confirmed Plan, Delphi noted that changed economic circumstances would no longer permit the company to continue to fund its defined benefit pension plans for plan participants, including retired, former and current hourly and salaried employees following emergence from Chapter 11 reorganization.



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