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EXHIBIT 10.3A

EXECUTION COPY




FIRST AMENDMENT TO THE GLOBAL SETTLEMENT AGREEMENT




               THIS FIRST AMENDMENT TO THE GLOBAL SETTLEMENT AGREEMENT (this “Amendment”), is dated
as of October 29, 2007, by and between Delphi Corporation (“Delphi”), on behalf of itself
and its subsidiaries and Affiliates operating as debtors and debtors in possession in the Chapter
11 Cases (together with Delphi, the “Debtors”), and General
Motors Corporation
(“GM”). Capitalized terms not defined herein shall have the meaning ascribed to such terms
in the Agreement.



               WHEREAS, the Debtors commenced jointly administered cases under the United States Bankruptcy
Code, 11 U.S.C. §§ 101-1330, as amended and in effect on October 8, 2005, in the United States
Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);



               WHEREAS, Delphi, on behalf of itself and its subsidiaries and Affiliates operating as debtors
and debtors in possession in the Chapter 11 Cases, and GM have entered into a Global Settlement
Agreement dated as of September 6, 2007 (the “Agreement”);



               WHEREAS the Debtors have withdrawn without prejudice all of the 1113/1114 Motions; and



               WHEREAS, Delphi and GM have agreed to amend the Agreement pursuant to this Amendment.



               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.	 	Nineteenth WHEREAS Clause. The date “September ___, 2007” in the nineteenth whereas
clause of the Agreement is hereby replaced with the date “September 6, 2007”.
	 
	2.	 	New Twenty-Second WHEREAS Clause. The following new whereas clause shall be added to
the Agreement after the twenty first whereas clause thereof: “WHEREAS, on or about October
29, 2007, the Debtors filed with the Bankruptcy Court certain proposed amendments to the
Disclosure Statement and Plan and to certain exhibits thereto, including this Agreement and
the Restructuring Agreement;”
	 
	3.	 	Section 1.10 “Benefit Guarantee Term Sheets”. In the definition of “Benefit
Guarantee Term Sheets”, the words “Non-Represented Term Sheet” are hereby deleted and replaced
with the words “Non-Represented Employees Term Sheet”.
	 
	4.	 	New Section 1.24(a) “DHMO”. The following Section 1.24(a) shall be added to the
Agreement after Section 1.24 thereof:
	 
	 	 	““DHMO” shall mean “dental health maintenance organization.””





 









 







	5.	 	Section 1.30 “Effective Date”. Section 1.30 is hereby replaced in its entirety with
the following: ““Effective Date” shall mean the Business Day determined by the Debtors
as provided in Article 1.68 of the Plan on which all conditions to the consummation of the
Plan set forth in Article 12.2 of the Plan have been either satisfied or waived and the day
upon which the Plan is substantially consummated.”
	 
	6.	 	Section 1.32 “EPCA”. Section 1.32 is hereby replaced in its entirety with the
following: ““EPCA” shall mean that certain Equity Purchase and Commitment Agreement,
dated August 3, 2007 as amended pursuant to an amendment filed with the Bankruptcy Court on
October 29, 2007, between Delphi and the Plan Investors, without giving effect to any
subsequent amendments, waivers, or other modifications thereto.”
	 
	7.	 	New Section 1.45(a) “HMO”. The following Section 1.45(a) shall be added to the
Agreement after Section 1.45 thereof:
	 
	 	 	““HMO” shall mean “health maintenance organization.””
	 
	8.	 	Section 1.54 “IP License”. The date “September ___, 2007” in Section 1.54 of the
Agreement is hereby replaced with the date “September 6, 2007”.
	 
	9.	 	Section 1.89 “Plan”. Section 1.89 is amended by adding the words “ and amended as
per the amended terms filed with the Bankruptcy Court on October 29, 2007” after the words
“September 6, 2007”.
	 
	10.	 	Section 1.96 “Restructuring Agreement”. Section 1.96 is hereby replaced in its
entirety with the following: ““Restructuring Agreement” shall mean the Master Restructuring
Agreement between Delphi and GM, dated as of September 6, 2007, as amended.”
	 
	11.	 	Section 2.01 “The Labor MOUs.” In Section 2.01, the words “Non-Represented Term
Sheet” are hereby deleted and replaced with the words “Non-Represented Employees Term Sheet”.
	 
	12.	 	Section 2.02(b)(v). In Section 2.02(b)(v), the word “Final” is hereby deleted and
replaced with the word “final”.
	 
	13.	 	Section 4.04 “Cash to Be Paid to GM”. Section 4.04 is replaced in its entirety with
the following:





               “Consideration to be Received by GM.



               (a) On the Effective Date, and pursuant to the Plan, Delphi shall provide the following
consideration to GM (collectively, the “Consideration”): (i) $1.5 billion in a combination
of at least $750 million in cash and a 2nd lien note (the “GM Note”) with the
amount of such cash and the terms of the GM Note established as set forth in Exhibit F hereto;
provided, however, that terms other than those set forth in Exhibit F and the form
of the GM Note must be satisfactory to GM to the extent that such terms (it being understood that
none of the terms on Exhibit F may be changed without GM’s written consent) or form would have a
material impact on GM, on the benefits GM reasonably is expected to receive under the Plan
(including, without



 









 




limitation, GM’s distributions thereunder), the Restructuring Agreement, or this Agreement, or
on the ability of the Debtors to fulfill any obligations to any GM-Related Parties under the Plan,
the Restructuring Agreement, this Agreement, or any agreements assumed, reinstated, or ratified
under the Restructuring Agreement, and (ii) $1.2 billion in junior preferred convertible stock with
the terms set forth in Exhibit G hereto; provided, however, that terms other than
those set forth in Exhibit G and the form of the certificate of designation of the junior preferred
convertible stock must be satisfactory to GM to the extent that such terms (it being understood
that none of the terms on Exhibit G may be changed without GM’s written consent) or form would have
a material impact on GM, on the benefits GM reasonably is expected to receive under the Plan
(including, without limitation, GM’s distributions thereunder), the Restructuring Agreement, or
this Agreement, or on the ability of the Debtors to fulfill any obligations to any GM-Related
Parties under the Plan, the Restructuring Agreement, this Agreement, or any agreements assumed,
reinstated, or ratified under the Restructuring Agreement.




               (b) The Consideration to be received by GM pursuant to this section 4.04 and the survival of
the GM Surviving Claims shall be in (i) satisfaction of all claims asserted or assertable under
sections 501, 502, 503, 506, and 507 of the Bankruptcy Code or otherwise by the GM-Related Parties
against the Debtors in the Chapter 11 Cases, including those asserted in the GM Proof of Claim, and
(ii) settlement of the GM Proof of Claim.”




	14.	 	Section 5.01 “Bankruptcy Court Filing”. The following sentence shall be added to the
Agreement at the end of Section 5.01 thereof: “Simultaneously with the filing of the proposed
amendments to the Plan with the Bankruptcy Court on or about October 29, 2007, the Debtors
shall file an amendment to this Agreement with the Bankruptcy Court as an exhibit to the
Plan.”
	 
	15.	 	Section 6.01(d). Section 6.01(d) is replaced in its entirety with the following:
“The Effective Date shall have occurred and GM shall have received the Consideration;”.
	 
	16.	 	Section 7.03(e). Section 7.03(e) is replaced in its entirety with the following: “by
GM if it shall not have received the Consideration by March 31, 2008 or, if the EPCA has not
been terminated by such date, the first to occur of the termination of the EPCA or April 30,
2008.”
	 
	17.	 	Section 7.25 October Amendments. The following Section 7.25 shall be added to the
Agreement after Section 7.24 thereof:





               “Notwithstanding anything contained herein, the Parties agree that amendments to be made to
the Plan or the EPCA in the form (other than immaterial and non-substantive changes) of the drafts
of the amendment to the Plan filed with the Bankruptcy Court on October 29, 2007 and the EPCA
amendment filed with the Bankruptcy Court on October 29, 2007, shall not result in the
non-satisfaction of the condition set forth in Section 6.01(c) hereof or in the triggering of the
termination right set forth in Section 7.03(b) hereof.”




	18.	 	Effect of Amendment. On and after the date hereof, each reference in the Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the
Agreement shall be deemed to mean the Agreement as amended by this Amendment.




 









 












	 	 	This Amendment shall operate as an amendment of the provisions of the Agreement referred to
specifically herein. The amendments to the Agreement contemplated by this Amendment are
limited precisely as written and shall not be deemed to be an amendment to any other terms
or conditions of the Agreement. Except as specifically amended by this Amendment and as set
forth in the preceding sentence, the Agreement, subject to the provisions of Article VI
thereof, shall remain in full force and effect. Except as expressly provided herein, this
Amendment shall not be deemed to be a waiver of, or consent to, or a modification or
amendment of, any other term or condition of the Agreement.
	 
	19.	 	Termination of Amendment. Notwithstanding anything to the contrary in this
Amendment, (i) if the EPCA amendment in the form filed with the Bankruptcy Court on October
29, 2007 (other than with immaterial and non-substantive changes), has not have been signed by
all parties to the EPCA by November 17, 2007 or the Bankruptcy Court has not entered an order
approving such amendment that has become a Final Order by November 30, 2007, this Amendment
shall be terminable by either Delphi or GM upon the provision of written notice to the other
party, and (ii) upon provision of such written notice, this Amendment shall be null and void
as if it had never been entered into by Delphi and GM.
	 
	20.	 	Miscellaneous. The provisions of Sections 7.05, 7.06, 7.08, 7.09, 7.10, 7.12, 7.13,
7.14, 7.15, 7.16, 7.17, 7.18, 7.19, 7.20, 7.21, 7.22 and 7.24 of the Agreement shall apply to
this Amendment.





[Signature Page Follows]




 









 





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



	 	 	 	 	 	 	 	 	 	 	 
	DELPHI CORPORATION,	 	 	 	GENERAL MOTORS CORPORATION	 	 
	including on behalf of its Debtor subsidiaries

and Debtor Affiliates	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ John D. Sheehan
 

Name: John D. Sheehan
	 	 	 	By:
	 	/s/ Frederick A. Henderson
 

Name: Frederick A. Henderson
	 	 
	 

	 	Title: Vice President, Chief Restructuring Officer
	 	 	 	 	 	Title: Vice Chairman and Chief Financial Officer	 	 






 









 





EXHIBIT F




     The terms of the GM Note shall be determined as follows:




	 	o	 	2nd lien exit financing of $1.5 billion (net of
OID1) having a maturity of 8 years from the date of initial issuance,
and issued under a single credit facility, allocated as follows:






	 	§	 	At least $750 million (net of OID) in a note with market clearing terms
and covenants acceptable to Delphi to be raised from a third-party
financing source prior to emergence. All cash proceeds from the
2nd lien financing to be paid to GM.2
	 
	 	§	 	$750 million (net of OID), as reduced by any cash proceeds above $750
million as referred to above or as reduced below, in a note provided to GM
having the same terms as provided in connection with the third-party
financing. The 2nd lien credit agreement will provide that at
any time that GM holds more than $500 million (net of OID) of the Notes
that any matter requiring approval of less than 100% of the Noteholders
shall require the following approvals to be effective: (1) if GM votes in
favor of the matter, the approval of at least one-third of the non-GM
Noteholders (determined by principal amount); or (2) if GM does not vote in
favor of the matter, the approval of at least two-thirds of the non-GM
Noteholders (determined by principal amount). No other special voting
rights shall be included in the 2nd lien credit agreement.
	 
	 	§	 	Third party financing source (i.e., the initial purchaser or
underwriter) will have the right, through the emergence date, to replace GM
on up to $500 million (net of OID) of the note being provided to GM in
which case cash in the amount of any such replacement shall be paid to GM
and its note (net of OID) shall be reduced by such amount.
	 
	 	§	 	If the 1st lien exit financing is greater than $3.7 billion (net of
OID), an amount of cash equal to such excess (the “Excess Amount”) will be
paid to GM as part of its recovery and the 2nd lien financing will be
reduced by such amount (with at least 50% of the remaining 2nd lien
financing allocated to the third party financing source), provided that the
sum of (i) undrawn availability plus any open letters of credit up to $100
million pursuant to an ABL revolving credit facility and (ii) Delphi’s pro
forma consolidated cash as of the Effective Date (excluding the Excess
Amount







 




			
	1	 	For all purposes of this Exhibit, OID excludes any fees
paid to underwriters or agents
	 
	2	 	To the extent that the ABL revolving credit facility
(to the exclusion of any other portion of the 1st lien exit facility) has a
first priority lien on any assets and the term loan portion of the
1st lien financing has a 2nd lien, the notes subject to
the 2nd lien financing shall have a third lien on such assets.





 









 






	 	 	 	and after giving pro forma effect to the $1.5 billion cash payment to GM in
connection with the 414(l) transaction) (the “Liquidity Amount”) is at least
$3.189 billion. In the event that the Liquidity Amount is less than $3.189
billion, then any Excess Amount shall be retained by Delphi up to the point
that the amount of such Excess Amount retained plus the Liquidity Amount
equals $3.189 billion and the remaining amount shall be paid to GM and the
2nd lien financing will be reduced by such amount paid to GM as provided
above.
	 
	 	o	 	GM shall not have registration rights with respect to the GM Note.
	 
	 	o	 	Subject to the following sentence, the collateral and guarantee package
for the 2nd lien financing will be substantially the same as that for
the 1st lien financing. The 2nd lien facility shall not have
a lien on the assets (other than the stock of the first tier foreign subsidiaries)
solely securing the European portions of the 1st lien facility.
	 
	 	o	 	The GM Note shall be subject to a 6 month lock-up from the
effectiveness of the Plan of Reorganization, provided however that, during such
lock-up period, GM shall not be restricted from selling second lien notes if such
notes are sold to investors at a price at least equal to par less any original
issue discount (the “Threshold Price”), or below the Threshold Price, if GM makes a
pro rata payment to the other holders of 2nd lien notes equal to the
product of (i) the absolute difference (measured in basis points) between the
actual price at which GM notes are sold by GM and the Threshold Price and (ii) the
face amount of the 2nd lien notes held by others prior to giving effect to the sale
of the GM notes.





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	Cooperation with Marketing

	 	At any time and from time to time after the six month anniversary of the
effectiveness of the Plan of Reorganization (or sooner after such effectiveness if the
anticipated sales of the notes shall be in accordance with the foregoing provisions of Exhibit
F), upon the delivery of a notice from GM that it intends to market no less than $175 million
in principal amount of the Notes with a proposed closing date no less than 20 days from the
date of such notice, the Company shall use commercially reasonable efforts to take all actions
that GM may reasonably request as being required in connection with the marketing, sale or
syndication of the Notes, including, as soon as reasonably practical, (i) assisting in the
preparation of a confidential information memorandum and other marketing material, and if the
Notes are not then rated, rating agency material, (ii) making appropriate officers of the
Company available for meetings and/or calls with potential lenders, and if the Notes are not
then rated, rating agencies, at such times and places as GM may reasonably request, (iii)
subject to reasonably satisfactory confidentiality arrangements, provide all information
concerning the Company reasonably requested by GM for the successful marketing, sale or
syndication of the Notes, and (iv) subject to reasonably satisfactory confidentiality
arrangements, provide to GM the names, and contact details of, and the amount of Notes held by
all other holders of Notes. In connection with any marketing, sale or syndication of the
Notes, the Company will cause its officers to execute and deliver all customary documents
reasonably requested under the circumstances by GM, its counsel and any book running managers
or syndication agents and to the extent requested by GM will otherwise provide GM with
reasonable and customary cooperation and assistance under the circumstances. GM and the
Company shall each bear their own out of pocket expenses and other costs incurred in
connection with the foregoing (it being understood that GM shall pay the fees and expenses of
any book running mangers or syndication agents engaged in the marketing of the Notes that GM
holds).






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	 	Notwithstanding the foregoing, in no event shall the
Company be required to (A) take any actions that
are not customarily taken by issuers in
connection with the initial issuance of
indebtedness similar to the Notes, (B) enter into
any agreements with any book running manager or
syndication agent other than, if the conditions
set forth in the following sentence are
satisfied, any such agreement that both (I) is
with one or more nationally recognized investment
banks, and (II) does not impose any obligation on
the Company other than (x) customary and
reasonable indemnifications under the
circumstances and (y) other obligations
consistent with the foregoing provisions of this
section, (C) amend or otherwise modify the terms
of the Notes or (D) agree to not issue or market
other indebtedness during the marketing period
for the Notes
	 
	 	 
	 

	 	The Company shall not be obligated to enter into any
such agreements with any such book running
manager or syndication agent unless: (i) the
Company has approved such book running manager or
syndication agent, such approval not to be
unreasonably withheld; (ii) the Company has the
right to approve, such approval not to be
unreasonably withheld, any confidential offering
memorandum and all other marketing material and,
if the Notes are not then rated, rating agency
material to be used in connection with such
marketing, sale or syndication of the Notes; and
(iii) the indemnifications by the Company set
forth therein have exceptions for willful
misconduct or gross negligence on the part of GM,
the book running manager(s) or syndication
agent(s) and other customary and reasonable
exceptions.






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EXHIBIT G




SUMMARY OF TERMS OF SERIES C PREFERRED STOCK




     Set forth below is a summary of indicative terms for the preferred stock of Delphi Corporation
to be issued to General Motors Corporation pursuant to a Plan of Reorganization of Delphi
Corporation under chapter 11 of the Bankruptcy Code. No 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.
	 
	 	 
	Series C Preferred

Stock Holder:

	 	General Motors Corporation (“GM”).
	 
	 	 
	Securities to be 
Issued:

	 	26,666,667 shares of Series C Convertible
Preferred Stock, par value $0.01 per share
(the “Series C Preferred Stock”) with a
stated value of $45 per share (the “Stated
Value”).
	 
	 	 
	Liquidation
 Preference:

	 	In the event of any liquidation,
dissolution or winding up of the Company,
whether voluntary or involuntary, each
share of Series C Preferred Stock shall
receive, out of legally available assets of
the Company, a preferential distribution in
cash in an amount equal to the Stated Value
plus any unpaid dividends to which it is
entitled. Consolidation or merger or sale
of all or substantially all of the assets
of the Company shall not be a liquidation,
dissolution or winding up of the Company.
	 
	 	 
	Ranking:

	 	Junior to the Company’s Series A-1 Senior
Convertible Preferred Stock, Series A-2
Senior Convertible Preferred Stock and
Series B Senior Convertible Preferred Stock
(the “Senior Preferred Stock”) with respect
to any distributions upon liquidation,
dissolution or winding up of the Company.
Senior to Common Stock with respect to any
distributions upon liquidation,
dissolution, winding up of the Company.
The Company shall be permitted to issue new
capital stock that is senior to or pari
passu with the Series C Preferred Stock
with respect to distributions upon
liquidation, dissolution or winding up and
other rights.
	 
	 	 
	 

	 	While any bankruptcy event is pending: (i)
there shall be no dividends or other
distributions on shares of Common Stock or
other securities that do not, by their
terms, rank senior to or pari passu with
the Series C Preferred Stock (“Junior
Stock”) or any purchase, redemption,






 









 








	 	 	 
	 

	 	retirement or other acquisition for value
or other payment in respect of Junior Stock
unless the Series C Preferred Stock is paid
its Stated Value plus any dividends to
which it is entitled in full; and (ii)
there shall be no such dividends,
distributions, purchases, redemptions, retirement, acquisitions or payments on
Junior Stock in each case in cash unless
the Series C Preferred Stock has first been
paid in full in cash its Stated Value plus
any unpaid dividends to which it is
entitled.
	 
	 	 
	Conversion of Preferred Stock into Common Stock:

	 	Each share of Series C Preferred Stock
shall be convertible at any time, without
any payment by the Series C Preferred Stock
Holder, into a number of shares of Common
Stock equal to (i) the Stated Value divided
by (ii) the Conversion Price. The
Conversion Price shall initially be $45,
subject to adjustment from time to time
pursuant to the anti-dilution provisions of
the Series C Preferred Stock (as so
adjusted, the “Conversion Price”). The
anti-dilution provisions will be identical
to the anti-dilution protection afforded to
the Series B Senior Convertible Preferred
Stock.1 Any unpaid dividends to
which the Series C Preferred Stock is
entitled shall be paid upon any such
conversion.
	 
	 	 
	 

	 	Any Series C Preferred Stock held by GM or
its affiliates that is converted into
Common Stock shall be converted into shares
of Common Stock which, so long as such
shares are held by GM or its affiliates,
cannot be voted other than with respect to
(a) an NPIF Transaction (as defined below)
and (b) a Change of Control Transaction (as
defined below) in which the consideration
to be paid for such shares of Common Stock
held by GM or its affiliates is not (i)
equal to or greater than $45 per share of
such Common Stock (with such $45 per share
consideration to be proportionally adjusted
to reflect any stock splits or stock
recombinations effecting such shares of
Common Stock) and (ii) paid in full in
cash; provided, that upon the transfer by
GM or its affiliates of such Common Stock
to a transferee that is not GM or an
affiliate of GM, the restriction on voting
such Common Stock shall no longer apply.
	 
	 	 
	Dividends:

	 	None, except that if any dividends are
declared and paid on the Common Stock, each
share of Series C Preferred Stock shall be
entitled to receive the dividends that
would have been payable on the number of
shares of Common Stock that would have been
issued with respect to such share had it
been converted into Common Stock
immediately prior to the record date for
such dividend (“Dividend Participation”).
At such time as the Company has declared
and paid four consecutive quarterly cash








 




			
	1	 	If a “Fundamental Change” occurs (i.e., merger,
consolidation, asset sale, etc.) in which all or substantially all Common Stock
is exchanged for or converted into stock, other securities, cash or assets, the
Senior Preferred Stock has the right upon any subsequent conversion to receive
the kind and amount of stock, other securities, cash and assets that it would
have received if it had been converted immediately prior thereto. Series C
Preferred Stock will also get this.





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	 	dividends on Common Stock and paid the
Dividend Participation in full on the
Series C Preferred Stock, the Series C
Preferred Stock shall no longer be entitled
to Dividend Participation.
	 
	 	 
	Voting Rights:

	 	The Series C Preferred Stock will not have
any voting rights, except with respect to a
Change of Control Transaction (as defined
below) in which adequate provision is not
made for the Series C Preferred Stock to be
paid Stated Value and any unpaid dividends
to which it is entitled in full in cash (an
“NPIF Transaction”), it being understood
that the making of the cash tender offer
referred to in “Change of Control” below
shall be deemed to constitute adequate
provision being made for payment in full in
cash; provided, that nothing shall prohibit
the Series C Preferred Stock from being
voted in any manner to the extent required
by Section 242(b)(2) of the Delaware
General Corporation Law. With respect to
an NPIF Transaction, each share of Series C
Preferred Stock shall be entitled to a
number of votes equal to the votes that it
would otherwise have on an “as converted”
basis. Upon a transfer by GM or its
affiliates of the Series C Preferred Stock
to someone other than GM or its affiliates
in which there is no automatic conversion
into Common Stock, as provided below under
“Transferability,” the Series C Preferred
Stock will vote, on an “as converted”
basis, together with the holders of the
Common Stock, on all matters submitted to
the holders of Common Stock.
	 
	 	 
	Mandatory
 Redemption:

	 	So long as no bankruptcy event is pending,
the Company shall redeem up to $1 billion
of outstanding Series C Preferred Stock to
the extent of the proceeds received from
exercise, within the six months following
the effective date of the Company’s plan of
reorganization, of warrants to be issued to
the existing Common Stock holders pursuant
to the Company’s plan of reorganization.
Any such redemption of shares of Series C
Preferred Stock shall be by payment in cash
equal to the Stated Value plus any unpaid
dividends to which it is entitled.
	 
	 	 
	Transferability:

	 	Upon any direct or indirect sale, transfer,
assignment, pledge or other disposition (a
“Transfer”) of any Series C Preferred Stock
(other than a Transfer to an affiliate of
GM or any Transfer completed at a time when
there is a pending acceleration under the
Company’s exit financing facility or any
refinancing thereof), such Transferred
Series C Preferred Stock shall
automatically be converted into Common
Stock at the then applicable Conversion
Price.
	 
	 	 
	 

	 	The Series C Preferred Stock and the shares
of Common Stock underlying such Series C
Preferred Stock, or any interest or
participation therein shall be subject to
the same 90-day transfer restriction
applicable to Series B Senior Convertible
Preferred Stock.






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	Amendments:

	 	No provision of the certificate of
designations for the Series C Preferred
Stock may be repealed or amended in any
respect unless such repeal or amendment is
approved by the affirmative vote of the
holders of a majority in aggregate Stated
Value of the then outstanding Series C
Preferred Stock.
	 
	 	 
	Registration Rights:

	 	GM shall be a party to the Registration
Rights Agreement to which the holders of
the Senior Preferred Stock are a party and
GM and its affiliates shall be entitled to
the same registration rights with respect
to Common Stock underlying Series C
Preferred Stock, which shall be deemed to
be registrable securities, as are available
with respect to the shares of Common Stock
underlying the Series B Preferred Stock
(other than with respect to the demand
registration granted to holders of a
majority of shares of Series B Preferred
Stock). As a party to the Registration
Rights Agreement, GM and its affiliates
shall also be entitled to one demand
registration (without the consent of any
holders of the Senior Preferred Stock) in
addition to the demand registrations after
the Company is eligible to use Form S-3;
provided, however, that any transferees of
the shares of Common Stock underlying the
Series C Preferred Stock, other than GM or
an affiliate of GM, shall not be entitled
to such demand registration (but shall be
entitled to piggyback rights under the
Registration Rights Agreement, subject to
customary cutback provisions).
	 
	 	 
	Change of Control:

	 	In a merger, consolidation or sale of the
Company involving a change of control of
the Company (a “Change of Control
Transaction”), holders of Series C
Preferred Stock may elect to require (the
“Change of Control Put”) that such holder’s
shares of Series C Preferred Stock be
redeemed by the Company for consideration,
payable in cash and/or freely tradable
marketable securities equal to the greater
of (i) the consideration with a value equal
to the fair market value of the Series C
Preferred Stock and (ii) the Stated Value
plus any unpaid dividends to which it is
entitled. The Series C Preferred Stock may
only receive payment with respect to its
Change of Control Put if each holder of
Senior Preferred Stock who has elected to
exercise its redemption option in a Change
of Control Transaction has first received
payment in full in cash and/or freely
tradable marketable securities upon
exercise of its redemption option. The
Company may not engage in any Change of
Control Transaction unless adequate
provision is made for the payment of the
Change of Control Put in full. For the
purpose of this provision, equity
securities that are listed on a national
stock exchange and debt that is registered,
or 144A debt instruments which contain
customary A/B exchange registration rights,
shall be marketable securities.
	 
	 	 
	 

	 	The holders of Senior Preferred Stock also
have a redemption right with respect to a
Change of Control Transaction (the “Senior
Put Option”).






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	 	The holders of Series C
Preferred Stock shall be entitled to
receive, as consideration in a Change of
Control Put, the same percentage of cash
consideration as was paid or, but for the
failure of the holders of Senior Preferred
Stock to exercise the Senior Put Option,
would have been paid to the holders of
Senior Preferred Stock in connection with
the exercise of a Senior Put Option;
provided, that no holder of Series C
Preferred Stock shall be entitled to any
cash consideration upon exercise of a
Change of Control Put if such cash
consideration would result in Series C
Preferred Stock receiving more cash, in the
aggregate, than would have been payable to
all holders of Senior Preferred Stock upon
exercise of their Senior Put Options
(unless holders of Senior Preferred Stock
are entitled to receive payment on the
exercise of the Senior Put Option of 100%
in cash, in which case there shall be no
limit on the cash payable to Series C
Preferred Stock with respect to a Change of
Control Put).
	 
	 	 
	 

	 	In the event of a Change of Control Put
where all or a part of the consideration to
be received is marketable securities, the
fair market value of such securities shall
be determined as follows:







	 	•	 	If the consideration to be received
is an existing publicly traded security,
the fair market value shall be determined
based on the market value of such security.
	 
	 	•	 	If the consideration to be received
is not an existing publicly traded
security, the fair market value (taking
into account the liquidity of such
security) shall reasonably be determined by the board of directors of the Company in
good faith. If the holders of the Series
A, B or C Preferred Stock object to the
valuation of the board of directors, they
may request that an appraisal be conducted
to determine the fair market value of the
consideration (taking into account the
liquidity of such security). If such a
request is made, the determination of the
fair market value of the consideration
shall be made by a nationally recognized
investment banking, appraisal or valuation
firm selected by the holders of the Series
A, B and C Preferred Stock. If such
holders cannot agree on a mutually
acceptable appraisal firm, then the holders
of the Series A-1 and A-2 Senior
Convertible Preferred Stock, on the one
hand, and the Series C Preferred Stock, on
the other hand, shall each choose one
appraisal firm and the respective chosen
firms shall agree on another appraisal firm
which shall make the determination. The
cost of such appraisal shall be borne by
the Company.
	 
	 	•	 	The determination of the fair
market value of the consideration received
in a Change of Control Transaction shall be
determined within appropriate time periods
to be agreed upon.





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	 	If, in connection with any Change of
Control, the Company (or the acquiring
company) makes a cash tender offer for all
outstanding Senior Preferred Stock and
Series C Preferred Stock, for at least the
Stated Value of such securities (plus any
accrued and/or unpaid dividends to which
such securities are entitled), then the
Change of Control Put right shall be deemed
to have been satisfied.







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