================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D/A
(Amendment No. 17)
Under the Securities Exchange Act of 1934
DELPHI CORPORATION
------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
247126105
--------------
(CUSIP Number)
Kenneth Maiman
Appaloosa Management L.P.
26 Main Street, First Floor
Chatham, NJ 07928
(973) 701-7000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 5, 2008
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
================================================================================
Page 1 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Investment Limited Partnership I
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
22-3220838
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ---------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
27,716,000
------ ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ---------------------------------------------
10 SHARED DISPOSITIVE POWER
27,716,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,455,448 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.01% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
Page 2 of 17
(2) As a result of the December 7th Investment Agreement described in Item 4,
the Reporting Persons are deemed to be the beneficial owners of shares of
the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and Exchange
Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related
entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner
& Smith Incorporated beneficially owns 1,459,280 shares, UBS AG
beneficially owns 4,420,602 shares, Pardus Special Opportunities Master
Fund L.P. and its related entities beneficially own 26,400,000 shares and
GS and its related entities beneficially own 15,009,566 shares.
Page 3 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Palomino Fund Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
98-0150431
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ---------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
24,284,000
------ ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ---------------------------------------------
10 SHARED DISPOSITIVE POWER
24,284,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,023,448 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.40% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
Page 4 of 17
(2) As a result of the December 7th Investment Agreement described in Item 4,
the Reporting Persons are deemed to be the beneficial owners of shares of
the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and Exchange
Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related
entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner
& Smith Incorporated beneficially owns 1,459,280 shares, UBS AG
beneficially owns 4,420,602 shares, Pardus Special Opportunities Master
Fund L.P. and its related entities beneficially own 26,400,000 shares and
GS and its related entities beneficially own 15,009,566 shares.
Page 5 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Management L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
22-3220835
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ---------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
52,000,000
------ ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ---------------------------------------------
10 SHARED DISPOSITIVE POWER
52,000,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,739,448 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.31% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
Page 6 of 17
(2) As a result of the December 7th Investment Agreement described in Item 4,
the Reporting Persons are deemed to be the beneficial owners of shares of
the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and Exchange
Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related
entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner
& Smith Incorporated beneficially owns 1,459,280 shares, UBS AG
beneficially owns 4,420,602 shares, Pardus Special Opportunities Master
Fund L.P. and its related entities beneficially own 26,400,000 shares and
GS and its related entities beneficially own 15,009,566 shares.
Page 7 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Partners Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
22-3220833
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ---------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
52,000,000
------ ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ---------------------------------------------
10 SHARED DISPOSITIVE POWER
52,000,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,739,448 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.31% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
Page 8 of 17
(2) As a result of the December 7th Investment Agreement described in Item 4,
the Reporting Persons are deemed to be the beneficial owners of shares of
the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and Exchange
Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related
entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner
& Smith Incorporated beneficially owns 1,459,280 shares, UBS AG
beneficially owns 4,420,602 shares, Pardus Special Opportunities Master
Fund L.P. and its related entities beneficially own 26,400,000 shares and
GS and its related entities beneficially own 15,009,566 shares.
Page 9 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
David A. Tepper
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ---------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
52,000,000
------ ---------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ---------------------------------------------
10 SHARED DISPOSITIVE POWER
52,000,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,739,448 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.31% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
Page 10 of 17
(2) As a result of the December 7th Investment Agreement described in Item 4,
the Reporting Persons are deemed to be the beneficial owners of shares of
the Issuer's Common Stock beneficially owned by Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and Exchange
Commission, Harbinger Capital Partners Master Fund I, Ltd. and its related
entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner
& Smith Incorporated beneficially owns 1,459,280 shares, UBS AG
beneficially owns 4,420,602 shares, Pardus Special Opportunities Master
Fund L.P. and its related entities beneficially own 26,400,000 shares and
GS and its related entities beneficially own 15,009,566 shares.
Page 11 of 17
This Amendment No. 17 (this "Amendment") to the Schedule 13D (the "Initial
Schedule 13D") initially filed on March 16, 2006 by the Reporting Persons (as
defined in the Initial Schedule 13D), as amended on August 1, 2006, August 29,
2006, December 19, 2006, January 18, 2007, March 2, 2007, March 12, 2007, May
15, 2007, July 6, 2007, July 10, 2007, July 20, 2007, July 23, 2007, August 3,
2007, November 2, 2007, November 8, 2007, November 16, 2007 and December 12,
2007 relates to the common stock, $0.01 par value per share (the "Common
Stock"), of Delphi Corporation, a Delaware corporation (the "Issuer"), and is
being filed to amend the Reporting Persons' previously-filed Schedule 13D as
specifically set forth below.
Certain information contained in this Schedule 13D/A relates to share
ownership of persons other than the Reporting Persons. The Reporting Persons
expressly disclaim any liability for any such information and for any other
information provided in this Amendment that does not expressly pertain to a
Reporting Person, as such term is defined in Item 2 of the Initial Schedule 13D.
Unless otherwise indicated, all capitalized terms shall have the meanings
ascribed to them in the Initial Schedule 13D, and unless otherwise amended
hereby, all information previously filed remains in effect.
Item 4 is hereby amended by adding the following:
As disclosed on a Form 8-K, dated March 5, 2008, the Issuer announced that
GM has advised the Issuer that GM is prepared to provide a portion of the $6.1
billion of exit financing being sought by the Issuer. The Issuer further
announced that its exit financing package is now expected to include a $1.6
billion asset-backed revolving credit facility, at least $1.7 billion of
first-lien term loan, an up to $2.0 billion first-lien term note to be issued to
GM and a $825 million second-lien term loan, of which any unsold portion would
be issued to GM (the "Revised Exit Financing"). The issuer also announced that
it believes that GM's increased participation in the Revised Exit Financing
structure is necessary to successfully syndicate its exit financing on a timely
basis and is consistent with the New Investment Agreement as amended by the
December 7th Amendment (referred to as the "EPCA")
The Issuer proposed to the New Proposing Investors in late January and
during February, 2008 the Revised Exit Financing described above and solicited
the reactions of the New Proposing Investors. In response to the Issuer's
invitation to express their views, each of ADAH, Del-Auto, Merrill, UBS and
Pardus DPH raised certain concerns with and objections to the Revised Exit
Financing. ADAH, Del-Auto, Merrill, UBS and Pardus DPH have expressed to the
Issuer their view that the Revised Exit Financing leaves the Issuer
undercapitalized and underfinanced, especially in light of recent market turmoil
and economic forecasts. Additionally, ADAH, Del-Auto, Merrill, UBS and Pardus
DPH advised the Issuer that, in their view, the Revised Exit Financing is
non-compliant and inconsistent with the EPCA, including, among other provisions,
Sections 5(p) and 5(t) of the EPCA. In particular, Section 5(p) of the EPCA
prohibits the Issuer from entering into agreements with GM that are outside the
ordinary course of business or which would have a material impact on the New
Proposing Investors' proposed investment in the Issuer. This is significant
because ADAH has expressed to the Issuer its view that the Revised Exit
Financing Proposal results in an unacceptable concentration of
Page 12 of 17
influence and control with GM. Moreover, each of ADAH, Del-Auto, Merrill, UBS
and Pardus DPH advised the Issuer that, in their view, the Revised Exit
Financing is not the "Debt Financing" contemplated by the EPCA. Copies of
letters dated February 13, 2008 from Tom Lauria to Jack Butler, dated February
20, 2008 from Jack Butler to Tom Lauria, dated February 24, 2008 from Tom Lauria
to Jack Butler, dated February 25, 2008 from Jack Butler to Tom Lauria and dated
February 26, 2008 from Tom Lauria to Jack Butler are attached hereto as Exhibits
44, 45, 46, 47 and 48, respectively.
In the context of trying to resolve these differences, ADAH extended the
first date on which it can terminate the EPCA pursuant to Section 12(d)(iii)
such that if the closing date under the EPCA has not occurred by April 4, 2008,
ADAH may terminate the EPCA from and after April 5, 2008. A copy of the waiver
letter is attached hereto as Exhibit 49.
On March 5, 2008, the Issuer filed with the Bankruptcy Court an "Expedited
Motion under 11 U.S.C. Section 1142(b) and Fed. R. Bankr. P. 3020(d) for
Implementation of Debtors' Confirmed Plan of Reorganization" (the "1142 Motion")
seeking an order (i) finding that the terms of the Issuer's Revised Exit
Financing comply with the Issuer's Plan of Reorganization and the EPCA and, if
consummated, would satisfy the conditions to the effectiveness of the Plan of
Reorganization and the EPCA and (ii) directing the New Proposing Investors to
use their reasonable best efforts to take all actions, and do all things,
reasonably necessary, proper, or advisable on their part under the EPCA and
applicable laws to cooperate with Delphi and to consummate and make effective
all transactions contemplated by the EPCA and the Plan. Each of ADAH, Del-Auto,
UBS, Merrill and Pardus DPH are contesting this motion.
On March 6, 2008, ADAH filed its response to the 1142 Motion and Del-Auto,
Merrill, UBS and Pardus DPH filed a Memorandum of Law with the Bankruptcy Court
in opposition to the 1142 Motion. ADAH's response argues, among other things,
that: (i) the Bankruptcy Court may not grant the declarations sought by the
Issuer on constitutional grounds or under the Bankruptcy Code; (ii) even if the
Bankruptcy Court has jurisdiction to interpret the EPCA on the record before the
Bankruptcy Court, the Issuer is not entitled to the declarations it seeks
because the Revised Financing Proposal does not comply with the EPCA, and
because GM's participation in the Revised Exit Financing is expressly prohibited
by Section 5(p) of the EPCA and is not the "Debt Financing" required by the EPCA
(which is the financing to be provided on the terms indicated in that certain
Engagement Letter, dated November 3, 2007 from J.P. Morgan Securities Inc.,
JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. to the Issuer);
(iii) the Issuer has not established a basis for an order mandating the use of
best efforts by any party to the EPCA; and (iv) the Issuer's motion suffers from
procedural deficiencies.
Although ADAH remains prepared to engage in negotiations to resolve the
disputes described above, there can be no assurance that they can be resolved by
mutual agreement or in the Bankruptcy Court and there can be no assurance that
the transactions contemplated by the EPCA will be consummated.
Item 7 is amended to add the following exhibits:
Page 13 of 17
44 Letter, dated February 13, 2008 from Thomas E. Lauria to
John Wm. Butler, Jr.
45 Letter, dated February 20, 2008 from John Wm. Butler, Jr. to
Thomas E. Lauria.
46 Letter, dated February 24, 2008 from Thomas E. Lauria to
John Wm. Butler, Jr.
47 Letter, dated February 25, 2008 from John Wm. Butler, Jr. to
Thomas E. Lauria.
48 Letter, dated February 26, 2008 from Thomas E. Lauria to
John Wm. Butler, Jr.
49 Letter, dated February 28, 2008 from A-D Acquisition Holdings, LLC to
Delphi Corporation.
Page 14 of 17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 6, 2008
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------
Name: David A. Tepper
Title: President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------
Name: David A. Tepper
Title: President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------
Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
--------------------------
Page 15 of 17
Name: David A. Tepper
Title: President
/s/ David A. Tepper
------------------------------
David A. Tepper
Page 16 of 17
EXHIBIT INDEX
44 Letter, dated February 13, 2008 from Thomas E. Lauria to
John Wm. Butler, Jr.
45 Letter, dated February 20, 2008 from John Wm. Butler, Jr. to
Thomas E. Lauria.
46 Letter, dated February 24, 2008 from Thomas E. Lauria to
John Wm. Butler, Jr.
47 Letter, dated February 25, 2008 from John Wm. Butler, Jr. to
Thomas E. Lauria.
48 Letter, dated February 26, 2008 from Thomas E. Lauria to
John Wm. Butler, Jr.
49 Letter, dated February 28, 2008 from A-D Acquisition Holdings, LLC to
Delphi Corporation.
Page 17 of 17