| * |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) |
In connection with its bankruptcy proceedings under Chapter 11 of the United States Bankruptcy Code, Delphi Corporation (the
"Company") entered into an Equity Purchase and Commitment Agreement, dated January 18, 2007 (the "Equity Purchase and
Commitment Agreement"), providing for the sale of common and preferred equity interests of the reorganized Company to a
group of initial investors named therein (the "Investors"). On the terms and subject to the conditions of the Equity
Purchase and Commitment Agreement, each Investor, among other things, will purchase shares (the "Direct Subscription
Shares") of the Company's common stock, par value $0.01 per share ("Common Stock"), and will purchase any unsubscribed
shares of Common Stock from a rights offering to be conducted by the Company ("Unsubscribed Shares"). |
| (2) |
On March 8, 2007, the Reporting Persons entered into an Additional Investor Agreement, dated March 5, 2007 (the "Additional
Investor Agreement"), with the Investors and certain additional investors, pursuant to the Equity Purchase and Commitment
Agreement. On the terms and subject to the conditions of the Additional Investor Agreement, the Reporting Persons have
agreed, to the extent the Investors purchase Direct Subscription Shares or Unsubscribed Shares pursuant to the Equity
Purchase and Commitment Agreement, to purchase up to an aggregate of 2,428,574 Direct Subscription Shares and Unsubscribed
Shares at the purchase price set forth in the Additional Investor Agreement. |
| (3) |
As a result of the arrangements in the Additional Investor Agreement, the Reporting Persons may be deemed a member of a
"group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with the Investors and other
parties to the Additional Investor Agreement. The Reporting Persons expressly disclaim membership in a group with the
Investors or any other person. This Form 3 shall not be deemed an admission that any Reporting Person is a beneficial owner
of any shares of Common Stock for any purpose, other than the securities reported on Table I of this Form 3. Each of the
Reporting Persons disclaims beneficial ownership of the securities reported on Table I except to the extent of its pecuniary
interest therein. This Form 3 does not reflect any shares of Common Stock that are owned by the Investors or any other
party to the Additional Investor Agreement. |
| (4) |
The shares of Common Stock to which this note relates are held directly by Owl Creek I, L.P., a Delaware limited partnership
("Owl Creek I"), as to 509,315 shares; Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), as to 4,163,643
shares; Owl Creek Overseas Fund, Ltd., a Cayman Islands exempted company ("Owl Creek Overseas"), as to 8,006,139,shares; and
Owl Creek Socially Responsible Investment Fund, Ltd., a Cayman Islands exempted company ("SRIF"), as to 183,903 shares. |
| (5) |
Owl Creek Advisors, LLC (the "General Partner") serves as the general partner of, and has the power to direct the affairs of,
Owl Creek I and Owl Creek II. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager
to, and has the power to direct the investment activities of, Owl Creek Overseas and SRIF. Jeffrey A. Altman is the
managing member of the General Partner and the general partner of the Investment Manager. Each of the reporting persons
disclaims beneficial ownership of the securities to which this Form 3 relates for purposes of Section 16 of the Securities
and Exchange Act of 1934, as amended, except as to such extent of the reporting persons pecuniary interest in the
securities. |