Execution Version


 


 



4.15% SENIOR NOTES DUE 2024


 


SECOND SUPPLEMENTAL INDENTURE


 


among


 


DELPHI CORPORATION,


as Issuer


 


THE GUARANTORS FROM TIME TO TIME PARTY HERETO,


as Guarantors


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


as Trustee


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Registrar, Paying Agent and Authenticating Agent


 


Dated as of March 3, 2014


 




  





  











  






 




	
TABLE OF CONTENTS


	
PAGE


	 
	
ARTICLE 1


	
DEFINITIONS


	 
	
Section 1.01.

	
Definition of Terms

	
1


	
Section 1.02.

	
Other Definitions

	
6


	 	 	 
	
ARTICLE 2


	
TERMS AND CONDITIONS OF THE NOTES


	 
	
Section 2.01.

	
Terms of the Notes

	
7


	
Section 2.02.

	
Execution and Authentication

	
9


	 	 	 
	
ARTICLE 3


	
REDEMPTION OF THE NOTES


	 
	
Section 3.01.

	
Optional Redemption.

	
9


	 	 	 
	
ARTICLE 4


	
NOTE GUARANTEES


	 
	
Section 4.01.

	
Note Guarantees

	
11


	
Section 4.02.

	
Future Guarantees

	
11


	 	 	 
	
ARTICLE 5


	
COVENANTS


	 
	
Section 5.01.

	
Limitation on Liens

	
11


	
Section 5.02.

	
Limitation on Sale/Leaseback Transactions

	
14


	
Section 5.03.

	
[Reserved].

	
14


	
Section 5.04.

	
Change of Control Triggering Event

	
14


	 	 	 
	
ARTICLE 6


	
CONSOLIDATION, MERGER AND SALE OF ASSETS


	 
	
Section 6.01.

	
Consolidation, Merger and Sale of Assets

	
16


	 	 	 
	
ARTICLE 7


	
EVENTS OF DEFAULT


	 
	
Section 7.01.

	
Events of Default

	
18


	
Section 7.02.

	
Acceleration.

	
19


	
Section 7.03.

	
Waiver of Past Defaults.

	
20


	
Section 7.04.

	
Control by Majority.

	
20


	
Section 7.05.

	
Limitation on Suits.

	
20







 




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ARTICLE 8


	
AMENDMENTS AND WAIVERS


	 
	
Section 8.01.

	
Without Consent of Holder

	
21


	
Section 8.02.

	
With Consent of Holders of Notes

	
21


	 	 	 
	
ARTICLE 9


	
MISCELLANEOUS


	 
	
Section 9.01.

	
Ratification of Base Indenture

	
21


	
Section 9.02.

	
Governing Law

	
21


	
Section 9.03.

	
Separability

	
21


	
Section 9.04.

	
Counterparts

	
21















	
EXHIBITS

	  
	 	 
	
Exhibit A

	
Form of 2024 Note







 




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SECOND SUPPLEMENTAL INDENTURE, dated as of March 3, 2014 (this “Second Supplemental Indenture”), among Delphi Corporation, a Delaware corporation (the “Issuer”), Delphi Automotive PLC, a public limited company formed under the laws of Jersey (the “Company”), the other guarantors from time to time party hereto, Wilmington Trust, National Association, as trustee (together with its successors and assigns in such capacity, the “Trustee”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as registrar, paying agent and authenticating agent under the Senior Indenture, dated as of February 14, 2013, among the Issuer, the Company, Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent, and the Trustee (the “Base Indenture” and, together with this Second Supplemental Indenture, the “Indenture”).


 


WHEREAS, the Issuer and the Company executed and delivered the Base Indenture to the Trustee to provide, among other things, for the future issuance of the Issuer’s Notes to be issued from time to time in one or more series as might be determined by the Issuer under the Base Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered as provided in the Indenture;


 


WHEREAS, Section 2.03 of the Base Indenture provides for various matters with respect to any series of Notes issued under the Base Indenture to be established in an indenture supplemental to the Base Indenture;


 


WHEREAS, Section 9.01 of the Base Indenture provides for the Issuer and the Trustee to enter into a supplemental indenture to the Base Indenture to establish the form or terms of Notes of any series as permitted by Section 2.03 of the Base Indenture;


 


WHEREAS, pursuant to the terms of the Base Indenture, the Issuer desires to provide for the establishment of a new series of Notes to be known as its 4.15% Senior Notes due 2024 (the “2024 Notes”), the form and substance of such 2024 Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Second Supplemental Indenture; and


 


WHEREAS, the Issuer has requested that the Trustee execute and deliver this Second Supplemental Indenture and all requirements necessary to make (i) this Second Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the 2024 Notes, when executed by the Issuer and authenticated and delivered by the Authenticating Agent, the valid obligations of the Issuer, have been performed, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.


 


NOW THEREFORE, in consideration of the purchase and acceptance of the 2024 Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the form 2024 Note and substance of the 2024 Notes and the terms, provisions and conditions thereof, the Issuer and the Guarantors covenant and agree with the Trustee as follows:


 


ARTICLE 1


DEFINITIONS


 


Section 1.01.    Definition of Terms.  Unless the context otherwise requires:


 


(a)           a term defined in the Base Indenture has the same meaning when used in this Second Supplemental Indenture unless the definition of such term is otherwise provided pursuant to this Second Supplemental Indenture, in which case the definition in this Second Supplemental Indenture shall govern solely with respect to the 2024 Notes;


 




  





  











  






 


(b)           a term defined anywhere in this Second Supplemental Indenture has the same meaning throughout;


 


(c)           the singular includes the plural and vice versa;


 


(d)           unless stated otherwise, a reference to a Section or Article is to a Section or Article in this Second Supplemental Indenture;


 


(e)           headings are for convenience of reference only and do not affect interpretation;


 


(f)           Sections 5.01, 6.01 and 6.02 of the Base Indenture are, with respect to the 2024 Notes, replaced in their entirety by Sections 6.01, 7.01 and 7.02 of this Second Supplemental Indenture, respectively, in each case, solely in respect of the 2024 Notes; and


 


(g)           the following terms have the meanings given to them in this Section 1.01(g):


 


“2024 Note Guarantor” means each Guarantor included on the signature pages hereto and any other Person that provides a Guarantee to the 2024 Notes under the Indenture, until released as provided in Section 10.05 of the Base Indenture or Section 4.02 of this Second Supplemental Indenture.


 


“Additional 2024 Notes” means additional 2024 Notes constituting part of the same series as the 2024 Notes issued on the Issue Date having identical terms and conditions to the 2024 Notes, except with respect to issue date, issue price and interest prior to the first Interest Payment Date.


 


“Attributable Debt” means, with respect to any Sale and Leaseback Transaction that does not result in a Capitalized Lease Obligation, the present value (computed in accordance with GAAP) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).  In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of:


 


(1)           the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated); and


 


(2)           the Attributable Debt determined assuming no such termination.


 


“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity.


 


“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP.


 


“Cash Management Obligations” means obligations in respect of overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds or participating in commercial (or purchasing) card programs.


 




  





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“Consolidated Total Assets” means, at any time, the total consolidated assets of Delphi LLP and its Subsidiaries, as shown on the most recent balance sheet of Delphi LLP at such time calculated on a pro forma basis to give effect to any acquisition or disposition of any Person or line of business after the date thereof.


 


 “Credit Agreement” means, the Amended and Restated Credit Agreement, dated as of March 1, 2013 by and among the Company, Delphi LLP, Delphi Automotive Holdings US Limited, the Issuer, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be further amended (including any amendment and restatement thereof), supplemented, extended or otherwise modified from time to time.


 


“Credit Facilities” means (1) the Credit Agreement and (2) one or more debt facilities, indentures or other agreements refinancing, replacing, amending, restating or supplementing (whether or not contemporaneously and whether or not related to the agreements specified above) or otherwise restructuring or increasing the amount of available borrowings or other credit extensions under or making Subsidiaries of Delphi LLP a borrower, additional borrower or guarantor under, all or any portion of the Indebtedness under such agreement or any successor, replacement or supplemental agreement and whether including any additional obligors or with the same or any other agent, lender or group of lenders or with other financial institutions or lenders.


 


 “Delphi LLP” means Delphi Automotive LLP, a limited liability partnership organized under the laws of England and Wales (and its successors).


 


 “Domestic Subsidiary” means any Subsidiary that was formed under the laws of the United States, any state of the United States or the District of Columbia.


 


 “Existing Notes” means, collectively, the Issuer’s 5.875% Senior Notes due 2019, 6.125% Senior Notes due 2021 and 5.00% Senior Notes due 2023.


 


 “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date set forth in:


 


(1)           the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants,


 


(2)           statements and pronouncements of the Financial Accounting Standards Board,


 


(3)           such other statements by such other entities as approved by a significant segment of the accounting profession, and


 


(4)           the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.


 



“Guarantor” means Delphi LLP, the Company, Delphi Automotive Holdings US Limited and any future parent company or Subsidiary of the Issuer that provides a Note Guarantee under the Indenture.




 




  





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“Indebtedness” means the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money.


 


Notwithstanding the foregoing, (i) in connection with the purchase by Delphi LLP or any Subsidiary of any business, the term “Indebtedness” will exclude bona fide post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter and (ii) Cash Management Obligations and other obligations in respect of card obligations, netting services, overdraft protections, cash management services and similar arrangements shall not constitute Indebtedness.


 


The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.


 


“interest” means, with respect to the 2024 Notes, interest on the 2024 Notes.


 


 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by Standard & Poor’s, or if Moody’s or Standard & Poor’s shall cease to provide a rating of the 2024 Notes, an equivalent rating by any other Ratings Agency.


 


“Issue Date” means March 3, 2014.


 


“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge in the nature of an encumbrance of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof); provided that any obligation in respect of an operating lease shall not be deemed a lien.


 


 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating business.


 


“Note Guarantee” means each guarantee of the obligations with respect to the Notes of a series issued by a Guarantor pursuant to the terms of the Indenture.


 


“principal” of a 2024 Note means the principal of the 2024 Note plus the premium, if any, payable on the 2024 Note which is due or overdue or is to become due at the relevant time.


 


“Principal Property” means any manufacturing or production plant located in the United States of America (including fixtures but excluding leases and other contract rights which might otherwise be deemed real property) owned by Delphi LLP or any Restricted Subsidiary, whether owned on the date hereof or thereafter, provided each such plant has a net book value at the date as of which the determination is being made of in excess of 1% of the Consolidated Total Assets of Delphi LLP and its Subsidiaries (which shall be deemed to include Delphi LLP’s manufacturing plant in Warren, Ohio), other than any such plant which, in the opinion of the Board of Directors (evidenced by a certified board resolution thereof delivered to the Trustee), is not of material importance to the business conducted by Delphi LLP and its Subsidiaries taken as a whole.


 


 “Ratings Agency” means Standard & Poor’s and Moody’s or, if Standard & Poor’s or Moody’s or either or both of them shall not make a rating on the 2024 Notes publicly available, a nationally


 




  





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recognized statistical rating agency or agencies, as the case may be, selected by Delphi LLP (as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s or Moody’s or either or both of them, as the case may be.


 


 “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, including, in any such case from time to time, after the discharge of the Indebtedness being Refinanced. “Refinanced” and “Refinancing” shall have correlative meanings.


 


“Refinancing Indebtedness” means Indebtedness that is incurred to Refinance (including pursuant to any defeasance or discharge mechanism) any Indebtedness of Delphi LLP or any Subsidiary existing on the Issue Date or incurred in compliance with the Indenture (including Indebtedness that Refinances Refinancing Indebtedness); provided, however, such Refinancing Indebtedness is incurred in an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount of the Indebtedness being refinanced (or if issued with original issue discount, the aggregate accreted value) then outstanding (or that would be outstanding if the entire committed amount of any credit facility being Refinanced were fully drawn)) (plus fees and expenses, including any premium and defeasance costs and accrued interest).


 


“Restricted Subsidiary” means any Domestic Subsidiary of Delphi LLP (including, without limitation, the Issuer) that directly owns any Principal Property.


 


“Sale and Leaseback Transaction” means an arrangement relating to property, plant or equipment now owned or hereafter acquired by Delphi LLP or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and Delphi LLP or such Restricted Subsidiary leases it from such Person, other than (i) leases between Delphi LLP and a Subsidiary or between Subsidiaries or (ii) any such transaction entered into with respect to any property, plant or equipment or any improvements thereto at the time of, or within 180 days after, the acquisition or completion of construction of such property, plant or equipment or such improvements (or, if later, the commencement of commercial operation of any such property, plant or equipment), as the case may be, to finance the cost of such property, plant or equipment or such improvements, as the case may be.


 


 “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of Delphi LLP within the meaning of Rule 1-02(w)(1) or (2) under Regulation S-X promulgated by the SEC as in effect on the Issue Date.


 


“Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating business.


 


“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by:


 


(1)           such Person,


 


(2)           such Person and one or more Subsidiaries of such Person or


 


(3)           one or more Subsidiaries of such Person.


 




  





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Unless otherwise specified herein, all references to any Subsidiary shall be to a Subsidiary of Delphi LLP. For the avoidance of doubt, BDWY, a Chinese corporation, is a Subsidiary of Delphi LLP pursuant to its governance structure as in effect on the Issue Date.


 


“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date.


 


 


“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.


 


Section 1.02.    Other Definitions.


 



	

Term



	

Defined in Section




	
Acceleration Notice                                                                                                         

	
7.02


	
Base Indenture                                                                                                         

	
Preamble


	
Calculation Date                                                                                                         

	
3.01


	
Change of Control                                                                                                         

	
5.04


	
Change of Control Offer                                                                                                         

	
5.04


	
Change of Control Triggering Event                                                                                                         

	
5.04


	
Company                                                                                                         

	
Preamble


	
Comparable Treasury Issue                                                                                                         

	
3.01


	
Comparable Treasury Price                                                                                                         

	
3.01


	
DTC                                                                                                         

	
2.01


	
Event of Default                                                                                                         

	
7.01


	
Global Note                                                                                                         

	
2.01


	
Indenture                                                                                                         

	
Preamble


	
Independent Investment Banker                                                                                                         

	
3.01


	
Initial Lien                                                                                                         

	
5.01


	
Interest Payment Date                                                                                                         

	
2.01


	
Issuer                                                                                                         

	
Preamble


	
Permitted Liens                                                                                                         

	
5.01


	
Primary Treasury Dealer                                                                                                         

	
3.01


	
Reference Treasury Dealer                                                                                                         

	
3.01


	
Reference Treasury Dealer Quotations                                                                                                         

	
3.01


	
Remaining Life                                                                                                         

	
3.01


	
Successor Company                                                                                                         

	
6.01


	
Successor Guarantor                                                                                                         

	
6.01


	
Second Supplemental Indenture                                                                                                         

	
Preamble


	
Treasury Rate                                                                                                         

	
3.01


	
Trigger Period                                                                                                         

	
5.04


	
Trustee                                                                                                         

	
Preamble


	
2024 Notes                                                                                                         

	
Preamble














  





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ARTICLE 2


TERMS AND CONDITIONS OF THE NOTES


 


Section 2.01.    Terms of the Notes. The following terms relating to the 2024 Notes are hereby established:


 


(a)           Designation, Maturity and Principal Amount.  There is hereby authorized a series of Notes designated the “4.15% Senior Notes due 2024” initially offered in the aggregate principal amount of $700,000,000, which amount shall be as set forth in an Authentication Order for the authentication and delivery of such 2024 Notes pursuant to Section 2.02 of the Base Indenture.


 


(b)           Form of the Notes.  The 2024 Notes are to be substantially in the form of Exhibit A hereto.  The 2024 Notes shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officer of the Issuer executing the same may determine with the approval of the Trustee.


 


(c)           Note Guarantees.  The 2024 Notes shall have the benefit of the Note Guarantees by the 2024 Note Guarantors executing this Second Supplemental Indenture and future 2024 Note Guarantors pursuant to Section 4.02 hereof.


 


(d)           Additional 2024 Notes.  The Issuer may, without notice to or the consent of the Holders of the 2024 Notes, issue Additional 2024 Notes having identical terms and conditions as the 2024 Notes, except for the issue date, issue price and first Interest Payment Date, in an unlimited aggregate principal amount.  Any such additional notes will be part of the same series as the 2024 Notes, and will be treated as one class with such series of 2024 Notes, including, without limitation, for purposes of voting and redemptions; provided, however, that if such Additional 2024 Notes are not fungible with the other 2024 Notes for U.S. federal income tax purposes, such Additional 2024 Notes shall not have the same “CUSIP” number as the other 2024 Notes.


 


(e)           Principal Payment.  The 2024 Notes will mature on March 15, 2024.


 


(f)           Interest Rate; Interest Payment Dates; Computation of Interest.  The 2024 Notes will bear interest at the rate of 4.15% per annum from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for or, if no interest has been paid, from the Issue Date (or, in the case of Additional 2024 Notes, from date of issuance thereof) until the principal thereof becomes due and payable.  The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period.  Interest on the 2024 Notes is payable semi-annually in arrears on March 15 and September 15 of each year (each, an “Interest Payment Date”), commencing on September 15, 2014 (or such later first Interest Payment Date, in the case of Additional 2024 Notes), to the Person in whose name such 2024 Note is registered, at the close of business on the Regular Record Date for such interest installment, which shall be the close of business on March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date, and at the foregoing respective rates on overdue principal.  In the event that any Interest Payment Date is not a Business Day, then payment of the interest payable on such Interest Payment Date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the Interest Payment Date such payment was originally payable.


 


(g)           Place of Payment of Principal and Interest.  Section 4.02 of the Base Indenture shall apply to the 2024 Notes.


 




  





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(h)           Optional Redemption.  The 2024 Notes shall be redeemable as specified in Article 3 of this Second Supplemental Indenture and Article 3 of the Base Indenture.


 


(i)           Mandatory Redemption.  Except as set forth in Section 5.04 hereof, the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the 2024 Notes.


 


(j)           Denominations.  The 2024 Notes shall be issuable only in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.


 


(k)           Acceleration.  100% of the principal amount of the 2024 Notes shall be payable upon declaration of acceleration of the Stated Maturity thereof.


 


(l)           Currency of the 2024 Notes.  The 2024 Notes shall be denominated, and payment of principal and interest of the 2024 Notes shall be payable in, the currency of the United States of America.


 


(m)           Currency of Payment. The principal of and interest on the 2024 Notes shall be payable in the currency of the United States of America.


 


(n)           Exchange or Conversion. The 2024 Notes shall not be exchangeable for or convertible into the ordinary shares of the Company or any other security.


 


(o)           Additional Amounts.  Unless required pursuant to any supplemental indenture required pursuant to Section 6.01 hereof, the Issuer will not pay any additional amounts on the 2024 Notes.


 


(p)           Global Form; Definitive Form.  The 2024 Notes shall be issued initially in the form of one or more permanent Global Notes in registered form, without coupons, substantially in the form herein below recited (each, a “Global Note” and collectively, the “Global Notes”), deposited with the Registrar, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Authenticating Agent as herein provided.  The 2024 Notes may be issued in definitive form pursuant to the terms of the Base Indenture.  The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, as custodian for the Depositary or its nominee, as provided in Section 2.01(b) of the Base Indenture.


 


(q)           Trustee; Registrar; Paying Agent; Authenticating Agent.  Wilmington Trust, National Association shall initially act as Trustee.  Deutsche Bank Trust Company Americas, a New York banking corporation, shall initially act as Registrar, Paying Agent and Authenticating Agent.


 


(r)           Defeasance.  Article 8 of the Base Indenture shall apply to the 2024 Notes; provided that, with respect to the 2024 Notes, the last sentence of Section 8.03 of the Base Indenture shall be amended to delete the period at the end of the sentence and replace it with the following: “and Sections 7.01(4), 7.01(5), 7.01(6) and, in respect of Delphi LLP only, Sections 7.01(7) and 7.01(8) shall not constitute an Event of Default with respect to the 2024 Notes.”


 


(s)           Depositary.  The Depositary for any 2024 Notes issued as Global Notes shall initially be The Depository Trust Company in The City of New York (“DTC”) (or any successor to DTC).


 


(t)           Events of Default; Covenants.  The Events of Default set forth in Section 7.01 of this Second Supplemental Indenture and the covenants set forth in Article 4 of the Base Indenture and Article 5 of this Second Supplemental Indenture shall apply to the 2024 Notes.


 




  





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(u)           Additional Terms.  Other terms applicable to the 2024 Notes are as otherwise provided for below.


 


Section 2.02.    Execution and Authentication.  The 2024 Notes having an aggregate principal amount of $700,000,000 may, upon execution of this Second Supplemental Indenture, be executed by the Issuer and delivered to the Authenticating Agent for authentication, and the Authenticating Agent shall thereupon authenticate and deliver said 2024 Notes, upon receipt of an Authentication Order, signed by an Officer of the Issuer, without any further action by the Issuer, except as otherwise required by the Base Indenture.


 


ARTICLE 3


REDEMPTION OF THE NOTES


 


Section 3.01.    Optional Redemption.


 


(a)           At any time prior to December 15, 2023, the Issuer may at its option redeem the 2024 Notes, in whole or in part, at a redemption price equal to the greater of:


 


(i)       100% of the principal amount of the 2024 Notes to be redeemed; and


 


(ii)       the sum of the present value of (i) the redemption price (100% of the principal amount of the 2024 Notes to be redeemed) on December 15, 2023 and (ii) all required remaining scheduled interest payments due on the Notes to be redeemed through December 15, 2023 (not including any portion of such payments of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points,


 


plus accrued and unpaid interest on the principal amount of the 2024 Notes to be redeemed to, but not including, the Redemption Date. The Treasury Rate will be calculated on the third Business Day next preceding the Redemption Date (the “Calculation Date”).


 


(b)           If the 2024 Notes are redeemed at any time on or after December 15, 2023, the 2024 Notes may be redeemed at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date.


 


(c)           Notice of any such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 15 nor more than 60 days prior to the Redemption Date.


 


(d)           The following terms have the meanings given to them in this Section 3.01(d):


 


“Treasury Rate” means, with respect to any Redemption Date for the 2024 Notes, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life (as defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published during the week 


 




  





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preceding the Calculation Date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.


 


“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2024 Notes to be redeemed from the Redemption Date to December 15, 2023 (“Remaining Life”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such 2024 Notes.


 


“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent Investment Banker” means one of the Reference Treasury Dealers as specified by the Issuer, or, if those firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Issuer.


 


“Reference Treasury Dealer” means each of (1) Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their respective successors, provided, however, that if any of the foregoing ceases to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer and (2) any two other Primary Treasury Dealers selected by the Issuer after consultation with an Independent Investment Banker.


 


“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the Calculation Date.


 


(e)           Any redemption of 2024 Notes pursuant to this Section 3.01 shall be conducted in accordance with the applicable procedures set forth in Article 3 of the Base Indenture to the extent not otherwise set forth herein.


 




  





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ARTICLE 4


NOTE GUARANTEES


 


Section 4.01.    Note Guarantees.  Each 2024 Note Guarantor hereby unconditionally and irrevocably expressly assumes, confirms and agrees to perform and observe each and any of the covenants, agreements, terms, conditions, obligations, appointments, duties, promises and liabilities of a Guarantor under the Base Indenture with respect to the 2024 Notes as if it were an original signatory thereto.


 


Section 4.02.    Future Guarantees.  (a) If any Domestic Subsidiary of the Issuer guarantees any of the Existing Notes, each such Subsidiary shall, within 30 days, execute and deliver to the Trustee a supplemental indenture pursuant to which such Domestic Subsidiary will provide a Note Guarantee to the 2024 Notes for so long as such Existing Notes remain outstanding and are guaranteed by such Subsidiary.  For the avoidance of doubt, any such Note Guarantee referred to in this Section 4.02(a) shall be automatically released if (1) the Existing Notes cease to be outstanding or (2) the Existing Notes are no longer guaranteed by the Domestic Subsidiary providing such Note Guarantee.  (b) The Issuer, at its option, may cause any direct or indirect parent company or any Subsidiary of the Issuer to become a 2024 Note Guarantor and if such parent company or Subsidiary is not otherwise required under the Indenture to provide a Note Guarantee to the 2024 Notes, the Issuer, at its option, may cause any such Note Guarantee to be released, subject to applicable law.







ARTICLE 5


COVENANTS


 


The following covenants will apply to the 2024 Notes in addition to the covenants in Article 4 of the Base Indenture:


 


Section 5.01.    Limitation on Liens.


 


(a)           Delphi LLP will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any Principal Property or Capital Stock of a Restricted Subsidiary, whether owned at the Issue Date or thereafter acquired, which Initial Lien secures any Indebtedness, without effectively providing that the 2024 Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured other than the following (“Permitted Liens”):


 


 (1)           Liens securing Indebtedness under Credit Facilities in an aggregate principal amount not to exceed $2,075 million;


 


(2)           pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases, subleases, licenses or sublicenses to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety, stay, customs, replevin or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;


 


(3)           Liens imposed by law, such as carriers’, warehousemen’s and mechanics’, materialman’s, repairman’s, landlord’s, workman’s, supplier’s and other like Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens 


 




  





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arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;


 


(4)           Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;


 


(5)           Liens in favor of issuers of surety or performance bonds or letters of credit, bank guarantees, bankers’ acceptances or similar credit transactions issued pursuant to the request of and for the account of such Person in the ordinary course of its business;


 


(6)           survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;


 


(7)           Liens securing Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property of such Person; provided, however, that the Lien may not extend to any other property (other than accessions thereto, proceeds and products thereof and property related to the property being financed or through cross-collateralization of individual financings of equipment provided by the same lender) owned by such Person or any of its Subsidiaries at the time the Lien is incurred, and the Indebtedness (other than any interest thereon) secured by the Lien may not be incurred more than 270 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;


 


(8)           Liens existing on the Issue Date and extensions, renewals, refinancings and replacements of any such Liens (including any future Liens securing Indebtedness that Delphi LLP designates as a “replacement” of such Liens for purposes of this clause, even if such new Indebtedness is not issued concurrently with the repayment of the indebtedness so secured, the proceeds thereof are not used to repay such Indebtedness secured by such Liens or such Indebtedness is incurred for different purposes and by a different borrower) so long as the principal amount of Indebtedness (including for this purpose, revolving commitments under the Credit Agreement as in effect on the Issue Date immediately before the issuance of the 2024 Notes, which shall be deemed to be outstanding for these purposes even if undrawn) or other obligations secured thereby is not increased (other than to cover premiums, fees, accrued interest and any expenses of such extension, renewal, refinancing or replacement) and so long as such Liens are not extended to any other property of Delphi LLP or any of its Subsidiaries (other than pursuant to blanket lien or after acquired property clauses existing in the applicable agreements (including any obligation to have new guarantors provide Liens on the same assets owned by it));


 


(9)           Liens on property or shares of stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens do not extend to any other property owned by such Person or any of its Subsidiaries, except proceeds and products thereof and improvements thereon or pursuant to after acquired property clauses existing in the applicable agreements at the time such Person becomes a Subsidiary which do not extend to property transferred to such Person by Delphi LLP or a Restricted Subsidiary;


 




  





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(10)           Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or any Subsidiary of such Person; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens do not extend to any other property owned by such Person or any of its Subsidiaries other than proceeds or products thereof and accessions thereto;


 


(11)           Liens securing Indebtedness or other obligations of Delphi LLP or a Subsidiary owing to Delphi LLP or a Subsidiary of Delphi LLP;


 


(12)           Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (9) and (10); provided, however, that:


 


(A)           such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements, accessions, proceeds, dividends or distributions in respect thereof) and


 


(B)           the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of:


 


(i)           the outstanding principal amount or, if greater, committed amount of the indebtedness secured by Liens described under clauses (7), (9) or (10) at the time the original Lien became a Permitted Lien under the Indenture; and


 


(ii)           an amount necessary to pay any fees and expenses, including premiums, related to such Refinancings;


 


(13)           judgment Liens not giving rise to an Event of Default;


 


(14)           Liens securing Indebtedness consisting of (A) the financing of insurance premiums with the providers of such insurance or their affiliates and (B) take-or-pay obligations contained in supply arrangements in the ordinary course of business; and


 


(15)           other Liens to secure Indebtedness as long as the amount of outstanding Indebtedness secured by Liens incurred pursuant to this clause (15), when aggregated with the amount of Attributable Debt outstanding and incurred in reliance on Section 5.02(e), does not exceed 15.0% of Consolidated Total Assets at the time any such Lien is granted; provided, however, notwithstanding whether this clause (15) would otherwise be available to secure Indebtedness, Liens securing Indebtedness originally secured pursuant to this clause (15) may secure Refinancing Indebtedness in respect of such Indebtedness and such Refinancing Indebtedness shall be deemed to have been secured pursuant to this clause (15).


 


(b)           Any Lien created for the benefit of the Holders of the 2024 Notes pursuant to Section 5.01(a) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.


 


(c)           For purposes of determining compliance with this Section 5.01, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens described in the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets 


 




  





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the criteria of one or more of the categories of permitted Liens described in the definition of “Permitted Liens,” Delphi LLP shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the clauses of the definition of “Permitted Liens” and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses.


 


Section 5.02.    Limitation on Sale/Leaseback Transactions.  Delphi LLP will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless:


 


(a)           the Sale and Leaseback Transaction is solely with Delphi LLP or a Subsidiary of Delphi LLP;


 


(b)           the lease is for a period not in excess of 24 months, including renewals;


 


(c)           Delphi LLP or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) through (14) of the definition of “Permitted Liens,” without equally and ratably securing the 2024 Notes then outstanding under the Indenture, to create, incur, issue, assume or guarantee Indebtedness secured by a Lien on such property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction;


 


(d)           Delphi LLP or such Restricted Subsidiary within 360 days after the sale of such Principal Property in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the net proceeds of the sale of such Principal Property to (i) the permanent retirement of 2024 Notes, other Indebtedness of the Issuer ranking on a parity with the 2024 Notes or Indebtedness of Delphi LLP or a Subsidiary of Delphi LLP or (ii) the purchase of property; or


 


(e)           the Attributable Debt of Delphi LLP and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the Issue Date with respect to Principal Property (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (a) through (d) above), plus the aggregate principal amount of Indebtedness secured by Liens on Principal Properties then outstanding (not including any such Indebtedness secured by Liens described in clauses (1) through (14) of the definition of “Permitted Liens”) which do not equally and ratably secure such outstanding 2024 Notes (or secure such outstanding 2024 Notes on a basis that is prior to other Indebtedness secured thereby), would not exceed 15% of Consolidated Total Assets.


 


Section 5.03.    [Reserved].


 


Section 5.04.    Change of Control Triggering Event.  Upon the occurrence of a Change of Control Triggering Event, each Holder will have the right to require the Issuer to purchase all or any part of such Holder’s 2024 Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).


 


“Change of Control” means the occurrence of any of the following:


 


(1)           any transaction occurs (including a merger or consolidation of the Company) following which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange 


 




  





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Act) is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company;


 


(2)           sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, to a Person in which any person (as defined above) holds or acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the total voting power of the Voting Stock of such transferee Person; or


 


(3)           the Issuer ceases to be a direct or indirect Subsidiary of the Company.


 


“Change of Control Triggering Event” means (1) the ratings of the 2024 Notes are downgraded by each of the Ratings Agencies during the 60-day period (the “Trigger Period”) commencing on the earlier of (i) the occurrence of a Change of Control or (ii) the first public announcement of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control (which Trigger Period will be extended so long as the ratings of the 2024 Notes are under publicly announced consideration for possible downgrade by any of the Ratings Agencies) and (2) the 2024 Notes are rated below an Investment Grade Rating by each of the Ratings Agencies on any date during the Trigger Period; provided that (x) a Change of Control Triggering Event will not be deemed to have occurred in respect of a particular Change of Control if each Ratings Agency does not publicly announce or confirm or inform the Trustee in writing at our request that the reduction was the result of the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Change of Control Triggering Event) and (y) the Trigger Period will terminate with respect to each Ratings Agency when such Ratings Agency takes action (including affirming its existing ratings) with respect to such Change of Control. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.


 


Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) Delphi LLP becomes a direct or indirect Subsidiary of a holding company and (2) no person (as defined above) (other than a holding company) owns, directly or indirectly, a majority of the voting power of the Equity Interests of such holding company.


 


Within 30 days following any Change of Control Triggering Event, the Issuer shall (unless prior to such date such Change of Control Triggering Event ceases to exist) mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”), stating:


 


(1)           that a Change of Control Triggering Event has occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s 2024 Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);


 


(2)           the circumstances and relevant facts and financial information regarding such Change of Control Triggering Event;


 


(3)           the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and


 




  





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(4)           the instructions determined by the Issuer, consistent with this covenant, that a Holder must follow in order to have its 2024 Notes purchased.


 


The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 5.04 and purchases all 2024 Notes validly tendered and not withdrawn under such Change of Control Offer. In addition, the Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if the 2024 Notes have been or are called for redemption by the Issuer prior to it being required to mail notice of the Change of Control Offer, and thereafter redeems all 2024 Notes called for redemption in accordance with the terms set forth in such redemption notice.  Notwithstanding anything to the contrary contained herein, a revocable Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditioned upon the consummation of the relevant Change of Control, if a definitive agreement is in place for such Change of Control at the time the Change of Control Offer is made.


 


The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of 2024 Notes pursuant to this Section 5.04. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 5.04, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 5.04 by virtue thereof.


 


Notwithstanding any provisions in the Base Indenture to the contrary, but subject to Section 6.07 of the Base Indenture, the Issuer’s obligations to make a Change of Control Offer as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the then outstanding 2024 Notes.


 


ARTICLE 6


CONSOLIDATION, MERGER AND SALE OF ASSETS


 


Section 6.01.    Consolidation, Merger and Sale of Assets.  (a) The Issuer will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets in one or a series of related transactions to, any Person, unless:


 


(1)           the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation, limited liability company or limited liability partnership organized and existing under the laws of (x) the United States of America or any State thereof or the District of Columbia or (y) the United Kingdom, Jersey and any other jurisdiction in the Channel Islands, any member state of the European Union as in effect on the Issue Date, Switzerland, Bermuda or The Cayman Islands, provided that if the Successor Company is organized outside of the United States of America, any State thereof or the District of Columbia, the Issuer shall enter into a supplemental indenture to the Indenture that includes a provision for the payment of additional amounts to Holders (subject to customary exceptions) in the event that the organization of the Successor Company in such jurisdiction will result in tax withholding or deduction, or otherwise result in taxes, fees, duties, assessments or governmental charges, for payments to Holders under the terms of the 2024 Notes in such jurisdiction (which such provision shall be certified by Delphi LLP to the Trustee as customary); and provided further, the Successor Company (if not the Issuer) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of the Issuer under the Indenture and the 2024 Notes (and, if the Successor Company is not a corporation, Delphi LLP shall cause a corporate co-issuer to become a co-obligor on the 2024 Notes);


 




  





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(2)           immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and


 


(3)           the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.


 


The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture, and the predecessor Issuer other than in the case of a lease, will be released from the obligation to pay the principal of and interest on the 2024 Notes.


 


(d)           Delphi LLP will not and will not permit any other 2024 Note Guarantor to, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets in one or a series of related transactions to, any Person unless:


 


(A)           the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, limited liability partnership, limited liability company, limited company, or other similar organization (and in the case of any such transaction involving Delphi LLP, such Successor Guarantor shall be organized under the laws of the jurisdiction of organization of the United States of America (or any state thereof or the District of Columbia), the United Kingdom, Jersey and any other jurisdiction in the Channel Islands, any member state of the European Union as in effect on the Issue Date, Switzerland, Bermuda or The Cayman Islands), and such Person (if not such Guarantor) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all the obligations of such 2024 Note Guarantor under its Note Guarantee;


 


(B)           immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and


 


(C)           the Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.


 


(c)           Notwithstanding clause (a) or clause (b) of this Section 6.01:


 


(A)           any Subsidiary of Delphi LLP (other than the Issuer) may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer, any 2024 Note Guarantor or any Subsidiary of Delphi LLP; and


 


(B)           the Issuer and any 2024 Note Guarantor may merge with an Affiliate organized solely for the purpose of reorganizing the Issuer or such 2024 Note Guarantor in another jurisdiction.


 




  





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ARTICLE 7


EVENTS OF DEFAULT


 


Section 7.01.    Events of Default.  Each of the following is an “Event of Default” with respect to the 2024 Notes:


 


(1)           a default in any payment of interest on the 2024 Notes when due and payable continued for 30 days;


 


(2)           a default in the payment of principal of any 2024 Note when due and payable at its Stated Maturity, upon optional redemption or required repurchase, upon declaration of acceleration or otherwise;


 


(3)           the failure by the Issuer or any 2024 Note Guarantor to comply with its obligations under Section 6.01 of this Second Supplemental Indenture;


 


(4)           the failure by Delphi LLP or any Restricted Subsidiary to comply for 60 days after notice with any of its obligations under Section 5.04 of this Second Supplemental Indenture (in each case, other than a failure to purchase 2024 Notes);


 


(5)           the failure by Delphi LLP or any Subsidiary to comply for 90 days after notice as specified in the Indenture with its other agreements contained in the Indenture;


 


(6)           the failure by Delphi LLP or any Restricted Subsidiary to pay the principal amount of any Indebtedness (other than Indebtedness owing to Delphi LLP or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds $300.0 million or its foreign currency equivalent;


 


(7)           Delphi LLP or the Issuer:


 


(i)       commences a voluntary case,


 


(ii)       consents to the entry of an order for relief against it in an involuntary case,


 


(iii)       consents to the appointment of a custodian of it or for all or substantially all of its property, or


 


(iv)       makes a general assignment for the benefit of its creditors;


 


(8)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)       is for relief against Delphi LLP or the Issuer in an involuntary case;


 


(ii)       appoints a custodian of Delphi LLP or the Issuer, or for all or substantially all of the property of Delphi LLP or the Issuer; or


 


(iii)       orders the liquidation of Delphi LLP or the Issuer,


 


and the order or decree remains unstayed and in effect for 60 consecutive days; and


 




  





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(9)           any Note Guarantee of the 2024 Notes of Delphi LLP or any Significant Subsidiary (or group of Subsidiaries that together would constitute a Significant Subsidiary) ceases to be in full force and effect in all material respects (except as contemplated by the terms thereof) or any 2024 Note Guarantor denies or disaffirms such 2024 Note Guarantor’s obligations under the Indenture or any Note Guarantee of the 2024 Notes and such Default continues for 10 days after receipt of the notice as specified in the Indenture.


 


The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.


 


However, a default under clauses (4), (5), (6) or (9) will not constitute an Event of Default with respect to any 2024 Notes until the Trustee notifies Delphi LLP, or the Holders of at least 25% in principal amount of the outstanding 2024 Notes notify Delphi LLP and the Trustee, of the default and Delphi LLP or the 2024 Note Guarantor, as applicable, does not cure such default within the time specified in clauses (4), (5), (6) or (9) hereof after receipt of such notice.


 


Section 7.02.    Acceleration.


 


If an Event of Default (other than an Event of Default specified in clauses (7) or (8) of Section 7.01 hereof with respect to the Issuer) occurs and is continuing with respect to the 2024 Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding 2024 Notes affected thereby may declare the principal of and accrued but unpaid interest on all outstanding 2024 Notes to be due and payable immediately by notice in writing to Delphi LLP and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable.  If an Event of Default specified in clause (7) or (8) of Section 7.01 hereof with respect to the Issuer occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding 2024 Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.


 


At any time after a declaration of acceleration as described in the preceding paragraph, the Holders of a majority in principal amount of the 2024 Notes may rescind and cancel such declaration with respect to the 2024 Notes and its consequences (i) if the rescission would not conflict with any judgment or decree; (ii) if all existing Events of Default with respect to such series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (iv) if the Issuer has paid the Trustee and the Agents their compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (7) or (8) of Section 7.01 hereof, the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.  No such rescission shall affect any subsequent Default or impair any right consequent thereto.


 


In the event of a declaration of acceleration of the 2024 Notes solely because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the 2024 Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by Delphi LLP or a Restricted Subsidiary of Delphi LLP or waived (and the related declaration of acceleration rescinded or annulled) by the holders of the relevant Indebtedness within 20 Business Days after the declaration of acceleration with 


 




  





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respect to the 2024 Notes and if the rescission and annulment of the acceleration of the 2024 Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the 2024 Notes.


 


Section 7.03.    Waiver of Past Defaults.


 


Holders of not less than a majority in aggregate principal amount of the then outstanding 2024 Notes by written notice to the Trustee may on behalf of the Holders of all of the 2024 Notes waive an existing Default or Event of Default with respect to the 2024 Notes and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and interest on the 2024 Notes (provided, however, that the Holders of a majority in aggregate principal amount at maturity of the then outstanding 2024 Notes may rescind an acceleration with respect to the 2024 Notes and its consequences, including any related payment default that resulted from such acceleration).  Upon any such waiver, such Default in respect of the 2024 Notes shall cease to exist, and any Event of Default in respect of the 2024 Notes arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 7.04.    Control by Majority.


 


Holders of a majority in principal amount of the then outstanding 2024 Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the 2024 Notes.  However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a 2024 Note or that would involve the Trustee in personal liability.


 


Section 7.05.    Limitation on Suits.


 


Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a 2024 Note may pursue a remedy with respect to this Indenture or the Notes of such series unless:


 


(a)           the Holder of a 2024 Note gives to the Trustee written notice of a continuing Event of Default;


 


(b)           the Holders of at least 25% in principal amount of the then outstanding 2024 Notes make a written request to the Trustee to pursue the remedy;


 


(c)           such Holder of a 2024 Note or Holders of 2024 Notes offer to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(d)           the Trustee does not comply with the request within 60 days after the receipt of the request and the offer of security or indemnity; and


 


(e)           within such 60-day period the Holders of a majority in principal amount of the then outstanding 2024 Notes do not give the Trustee a direction inconsistent with the request.


 


A Holder of a 2024 Note may not use the Indenture to prejudice the rights of another Holder of a 2024 Note or to obtain a preference or priority over another Holder of a 2024 Note.


 




  





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ARTICLE 8


AMENDMENTS AND WAIVERS


 


Section 8.01.     Without Consent of Holder.  In addition to the provisions of Section 9.01 of the Base Indenture, the Issuer, the 2024 Note Guarantors and the Trustee may, as applicable, amend or supplement this Second Supplemental Indenture, the Note Guarantees of the 2024 Notes or the 2024 Notes, without the consent of any Holder of a 2024 Note to:


 


(a)           convey, transfer, assign, mortgage or pledge as security for the 2024 Notes any property or assets in accordance with Section 5.01 of this Second Supplemental Indenture and confirm or evidence any release thereof permitted by the Indenture.


 


Section 8.02.    With Consent of Holders of Notes.  (a) Except as provided in Section 9.02 of the Base Indenture, the Indenture, the Note Guarantees of the 2024 Notes and the 2024 Notes may be amended or supplemented as they relate to the 2024 Notes with the written consent of the Holders of at least a majority in principal amount of the then outstanding 2024 Notes voting as a single class and, subject to Section 7.03 of this Second Supplemental Indenture and Section 6.07 of the Base Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the 2024 Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture, the Note Guarantees of the 2024 Notes or the 2024 Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2024 Notes voting as a single class.


 


ARTICLE 9


MISCELLANEOUS


 


Section 9.01.    Ratification of Base Indenture.  The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.


 


Section 9.02.    Governing Law.  This Second Supplemental Indenture and the 2024 Notes shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws.


 


Section 9.03.    Separability.  In case any one or more of the provisions contained in this Second Supplemental Indenture or in the 2024 Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Second Supplemental Indenture or of the 2024 Notes, but this Second Supplemental Indenture and the 2024 Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.


 


Section 9.04.    Counterparts.  This Second Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.


 




  





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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.


 



	  	
ISSUER:


	 	 	 	 	 
	  	
DELPHI CORPORATION


	 	 	 	 	 
	 	 	 	 	 
	  	
By:

	
/s/ Kevin P. Clark

	  
	  	  	
Name:

	
Kevin P. Clark

	  
	  	  	
Title: 

	Executive Vice President and Chief Financial Officer 	  
	  	  	  	  	  
	 	 	 	 	 
	  	
GUARANTORS:


	 	 	 	 	 
	  	
DELPHI AUTOMOTIVE PLC


	 	 	 	 	 
	 	 	 	 	 
	  	
By:

	
/s/ Kevin P. Clark

	  
	  	  	
Name: 

	Kevin P. Clark	  
	  	  	
Title:

	
Executive Vice President and Chief Financial Officer

	 
	 	 	 	 	 
	 	 	 	 	 
	  	
DELPHI AUTOMOTIVE LLP


	 	 	 	 	 
	 	 	 	 	 
	  	
By:

	
/s/ David M. Sherbin

	  
	  	  	
Name:

	
David M. Sherbin

	  
	  	  	
Title:

	
Vice President, General Counsel, Secretary and Chief Compliance Officer

	  
	 	 	 	 	 
	 	 	 	 	 
	  	
DELPHI AUTOMOTIVE HOLDINGS US LIMITED


	 	 	 	 	 
	 	 	 	 	 
	  	
By:

	
/s/ David M. Sherbin

	  
	  	  	
Name:

	
David M. Sherbin

	  
	  	  	
Title:

	
“A” Manager

	  





 


 




  





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TRUSTEE:


	 	 
	 	

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee




	 	 	 	 	 
	 	 	 	 	 
	  	
By:

	
/s/ Boris Treyger 

	  
	  	  	
Name:

	
Boris Treyger

	  
	  	  	
Title:

	
Vice President

	  





 




  





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REGISTRAR, PAYING AGENT 

AND AUTHENTICATING AGENT:



	 
	 	 	 	 	 
	  	
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent and Authenticating Agent,

	 
	 	 	 	 	 
	 	 	 	 	 
	  	
By:

	
Deutsche Bank National Trust Company

	 
	 	 	 	 
	  	
By:

	
/s/ Irina Golovashchuk

	 
	  	  	
Name:

	
Irina Golovashchuk

	 
	  	  	
Title:

	
Vice President

	 
	 	 	 	 	 
	 	 	 	 	 
	  	
By:

	
/s/ Debra A. Schwalb

	 
	  	  	
Name:

	
Debra A. Schwalb

	 
	  	  	
Title:

	
Vice President

	 












  





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EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[Global Note Legend]


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07(g) OF THE BASE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 




  





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CUSIP:____________


 


ISIN: ____________


 


GLOBAL NOTE


 


4.15% Senior Notes due 2024


 



	
No. ___

	
$[____________]







 


DELPHI CORPORATION


 


promises to pay to Cede & Co., or registered assigns,


 


the principal sum of __________________________________________________________DOLLARS on March 15, 2024, as such amount may be changed from time to time pursuant to the Schedule of Exchanges of Interests attached hereto.


 


Interest Payment Dates:  March 15 and September 15


 


Record Dates:  March 1 and September 1


 




  





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DELPHI CORPORATION

	 
	 	 	 	 	 
	 	 	 	 	 
	  	
By:

	  	 
	  	  	
Name:

	 	 
	  	  	
Title:

	 	 





 




  





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This is one of the 2024 Notes referred to


in the within-mentioned Second Supplemental Indenture:







DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Authenticating Agent


 


By:  Deutsche Bank National Trust Company


 



	
By:

	   	 
	 	Name:	  	 
	 	Title:	  	 





 


Dated:  _______________, 20__


 




  





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[Form of reverse side of 2024 Note]


4.15% Senior Note due 2024


 


Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.           INTEREST.  Delphi Corporation (the “Issuer”) promises to pay interest on the principal amount of this 2024 Note at a rate per annum of 4.15% from March 3, 2014 until maturity or pursuant to Section 7.02 of the Second Supplemental Indenture.  The Issuer will pay interest on this 2024 Note semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2014, or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  The Issuer will make each interest payment to the Holder of record of this 2024 Note on the immediately preceding March 1 and September 1 (each, a “Regular Record Date”).  Interest on this 2024 Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including March 3, 2014.  The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this 2024 Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this 2024 Note.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


2.           METHOD OF PAYMENT.  The Issuer will pay interest on this 2024 Note to the Person who is the registered Holder of this 2024 Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this 2024 Note is cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Base Indenture with respect to defaulted interest.  Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders, provided that (a) all payments of principal, premium, if any, and interest on, 2024 Notes represented by Global Notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof and (b) all payments of principal, premium, if any, and interest with respect to Certificated Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee or the Paying Agent may accept in its discretion).  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.


 


3.           AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR.  Initially, Deutsche Bank Trust Company Americas will act as Authenticating Agent, Paying Agent and Registrar.  The Issuer may change any Authenticating Agent, Paying Agent or Registrar without notice to the Holders.  Delphi LLP or any of its Subsidiaries may act in any such capacity.


 


4.           INDENTURE.  The Issuer issued the 2024 Notes under the Senior Indenture (the “Base Indenture”), dated as of February 14, 2013, among the Issuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as Registrar, Paying Agent and Authenticating Agent.  The Issuer shall be entitled to issue Additional 2024 Notes pursuant to the Base Indenture.  The terms of the 2024 Notes include those stated in the Base Indenture and those made part of the Base Indenture by reference to the second supplemental indenture, among the Issuer, the Guarantors party thereto, the Trustee and the Registrar and Paying Agent, dated as of March 3, 2014 (the “Second Supplemental Indenture” and


 




  





A-5











  






 


together with the Base Indenture, the “Indenture”), setting forth the additional terms of the 2024 Notes pursuant to Section 2.03 of the Base Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).  The 2024 Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms.  To the extent any provision of this 2024 Note conflicts with the express provisions of the Indenture and those other provisions forming a part thereof with respect to the 2024 Notes, the provisions of the Indenture and such other provisions with respect to the 2024 Notes shall govern and be controlling.


 


5.           OPTIONAL REDEMPTION.  At any time prior to December 15, 2023, the Issuer may at its option redeem the 2024 Notes, in whole or in part, at a redemption price equal to the greater of:


 


(i)       100% of the principal amount of the 2024 Notes to be redeemed; and


 


(ii)       the sum of the present value of (i) the redemption price (100% of the principal amount of the 2024 Notes to be redeemed) on December 15, 2023 and (ii) all required remaining scheduled interest payments due on the 2024 Notes to be redeemed through December 15, 2023 (not including any portion of such payments of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points,


 


plus accrued and unpaid interest on the principal amount of the 2024 Notes to be redeemed to, but not including, the Redemption Date. The Treasury Rate will be calculated on the Calculation Date.


 


If the 2024 Notes are redeemed at any time on or after December 15, 2023, the 2024 Notes may be redeemed at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date.


 


Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 15 nor more than 60 days prior to the Redemption Date.


 


6.           MANDATORY REDEMPTION.  Except as set forth in Section 5.04 of the Second Supplemental Indenture, the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the 2024 Notes.


 


7.           NOTICE OF REDEMPTION.  At least 15 days but not more than 60 days before a Redemption Date, the Issuer shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose 2024 Notes are to be redeemed at its registered address. Any redemption and notice thereof may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.


 


8.           OFFERS TO REPURCHASE.  Upon the occurrence of a Change of Control Triggering Event, the Issuer shall make a Change of Control Offer in accordance with Section 5.04 of the Second Supplemental Indenture.


 


9.           DENOMINATIONS, TRANSFER, EXCHANGE.  The 2024 Notes are in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000.  The transfer of 2024 Notes may be registered and 2024 Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Registrar shall not be required to register the transfer of or exchange of (a) any 2024 Note selected for redemption in whole or in part pursuant to Article 3 of the Base Indenture, except the unredeemed portion of any such 2024 Note being redeemed in


 




  





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part, or (b) any such 2024 Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such 2024 Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be.


 


10.           PERSONS DEEMED OWNERS.  The registered Holder of this 2024 Note may be treated as its owner for all purposes.


 


11.           AMENDMENT, SUPPLEMENT AND WAIVER.  The Indenture, the Note Guarantees to the 2024 Notes or the 2024 Notes may be amended or supplemented as provided in the Indenture.


 


12.           DEFAULTS AND REMEDIES.  The Events of Default relating to the 2024 Notes are defined in Section 7.01 of the Second Supplemental Indenture.  If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding 2024 Notes may declare the principal of and accrued but unpaid interest on all the 2024 Notes to be due and payable immediately by notice in writing to Delphi LLP and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable.  If an Event of Default arising from certain events of bankruptcy or insolvency occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding 2024 Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  Holders may not enforce the Indenture, the 2024 Notes or the Note Guarantees to the 2024 Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding 2024 Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the then outstanding 2024 Notes by written notice to the Trustee may on behalf of the Holders of all of the 2024 Notes waive any existing Default and its consequences under the Indenture with respect to the 2024 Notes except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the 2024 Notes held by a non-consenting Holder.  The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 Business Days after becoming aware of any Default with respect to the 2024 Notes, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.


 


13.           AUTHENTICATION.  This 2024 Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or Authenticating Agent.


 


14.           GOVERNING LAW.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE 2024 NOTES OF THIS SERIES AND THE NOTE GUARANTEES TO THE 2024 NOTES.


 


15.           CUSIP AND ISIN NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the 2024 Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the 2024 Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 




  





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The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to the Issuer at the following address:


 


Delphi Corporation


5725 Delphi Drive


Troy, Michigan 48098


Facsimile: (248) 813-2491


Attention: Treasurer


 




  





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ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 



	
(I) or (we) assign and transfer this Note to:

	  
	  	
(Insert assignee’s legal name)










 


 












(Insert assignee’s soc. sec. or tax I.D. no.)


 


 





  





  





  





 (Print or type assignee’s name, address and zip code)


 



	
and irrevocably appoint

	  
	
to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.












 



	
Date:

	  	  











	
Your Signature:

	  	  
	  	
(Sign exactly as your name appears on the face of this Note)





 


	
Signature Guarantee*:

	  	  





 


 


* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 




  





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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


The initial outstanding principal amount of this Global Note is $______________.  The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made:


 



	

 


 


 


 


 


Date of Exchange



	

 


Amount of


decrease in


Principal


Amount of this Global Note



	

 


Amount of


increase in


Principal


Amount of this Global Note



	

Principal


Amount of this Global Note


following such decrease or


increase



	

 


 


Signature of


authorized


officer of Trustee


or Custodian




	  	  	  	  	  





 


____________________


 


*This schedule should be included only if the Note is issued in global form.


 


 


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