AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 5th, 2020 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of September 7, 2017, (as amended by Amendment No. 1 on February 10, 2020 and as amended by Amendment No. 2 on May 4, 2020, this “Agreement”) among DELPHI TECHNOLOGIES PLC (formerly known as DELPHI JERSEY HOLDINGS PLC), a public limited company incorporated under the laws of Jersey (“Parent”), DELPHI POWERTRAIN CORPORATION, a Delaware corporation, and a wholly owned subsidiary of Parent (the “U.S. Parent Borrower”), the Subsidiary Borrowers (as defined herein) from time to time party hereto, the LENDERS from time to time party hereto, the ISSUING BANKS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DELPHI AUTOMOTIVE PLC AND DELPHI TECHNOLOGIES PLC DATED AS OF NOVEMBER 15, 2017Separation and Distribution Agreement • February 26th, 2018 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of November 15, 2017 (this “Agreement”), by and between Delphi Automotive PLC, a public limited company formed under the laws of Jersey (“Aptiv”) and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and wholly owned subsidiary of Aptiv (“Delphi Technologies”). Aptiv and Delphi Technologies are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT BY AND BETWEEN DELPHI AUTOMOTIVE PLC AND DELPHI TECHNOLOGIES PLC DATED AS OF DECEMBER 4, 2017Tax Matters Agreement • February 26th, 2018 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of December 4, 2017, by and between Delphi Automotive PLC, a public limited company formed under the laws of Jersey (“Aptiv”) and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and wholly owned subsidiary of Aptiv (“Delphi Technologies”). Aptiv and Delphi Technologies are each a “Party” and are sometimes referred to herein collectively as the “Parties” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 of this Agreement.
CREDIT AGREEMENT dated as of September 7, 2017 among DELPHI JERSEY HOLDINGS PLC, as Parent, DELPHI POWERTRAIN CORPORATION, as U.S. Parent Borrower, The Subsidiary Borrowers Party Hereto, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as...Pledge and Security Agreement • October 16th, 2017 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of September 7, 2017, (this “Agreement”) among DELPHI JERSEY HOLDINGS PLC, a public limited company incorporated under the laws of Jersey (“Parent”), DELPHI POWERTRAIN CORPORATION, a Delaware corporation, and a wholly owned subsidiary of Parent (the “U.S. Parent Borrower”), the SUBSIDIARY BORROWERS (as defined herein) from time to time party hereto, the LENDERS from time to time party hereto, the ISSUING BANKS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 26th, 2018 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 4, 2017, by and between DELPHI AUTOMOTIVE PLC, a public limited company formed under the laws of Jersey (“Aptiv”) and DELPHI TECHNOLOGIES PLC, a public limited company formed under the laws of Jersey (“Delphi Technologies”). Each of Delphi Technologies and Aptiv is referred to herein as a “Party” and collectively as the “Parties”.
FORM OF CONTRACT MANUFACTURING SERVICES AGREEMENTForm of Contract Manufacturing Services Agreement • February 26th, 2018 • Delphi Technologies PLC • Motor vehicle parts & accessories
THIS CONTRACT MANUFACTURING SERVICES AGREEMENT (this “Agreement”), dated as of December 4, 2017 (the “Effective Date”), by and between [APTIV ENTITY] (“Supplier”), and [DELPHI TECHNOLOGIES ENTITY] (“Customer”). Each of Supplier and Customer is referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT AND CONSENT AGREEMENTAmendment and Consent Agreement • May 6th, 2020 • Delphi Technologies PLC • Motor vehicle parts & accessories • Delaware
This AMENDMENT AND CONSENT AGREEMENT (this “Agreement”), dated as of May 6, 2020, with respect to the Transaction Agreement, dated as of January 28, 2020 (the “Transaction Agreement”), by and between BorgWarner Inc., a Delaware corporation (“BorgWarner”), and Delphi Technologies PLC, a public limited company incorporated under the laws of the Bailiwick of Jersey (“Delphi”), is hereby entered into by and between BorgWarner and Delphi. All capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Transaction Agreement.
DELPHI JERSEY HOLDINGS PLC, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors U.S. BANK NATIONAL ASSOCIATION, as Trustee AND U.S. BANK NATIONAL ASSOCIATION, as Registrar, Paying Agent and Authenticating Agent 5.00% SENIOR NOTES DUE 2025 INDENTURE...Supplemental Indenture • October 16th, 2017 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
This INDENTURE, dated as of September 28, 2017 (this “Indenture”), is by and among Delphi Jersey Holdings plc, a Jersey public limited company (the “Issuer”), the other guarantors listed herein (the “Guarantors”) party hereto, U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and U.S. Bank National Association, a national banking association, as registrar (“Registrar”), paying agent (“Paying Agent”) and authenticating agent (“Authenticating Agent”).
September 19, 2017 [ADDRESS] [ADDRESS] Dear Vivid:Delphi Technologies PLC • October 16th, 2017 • Motor vehicle parts & accessories
As you know, Delphi is currently contemplating a spin-off of its Powertrain Systems business (the “Spin-Off”) into a new, separately traded entity (“SpinCo”). In anticipation of the Spin-Off, and on behalf of Delphi, I am pleased to extend this offer of employment to you, as further described in this letter agreement and any related documentation (this “Offer”). Under the terms of this Offer, you will be hired as an employee of Delphi and at the time of the Spin-Off, you will transition employment to SpinCo where you will serve as its Chief Financial Officer. At SpinCo, you will be based in London and will report directly to Liam Butterworth, currently President, Powertrain/DPSS, who is expected to be appointed President & Chief Executive Officer of SpinCo in connection with the Spin-Off. I am providing you with this Offer to confirm your compensation details and to provide further background on the applicable Delphi plans and programs. Please note that we expect the SpinCo plans and p
DELPHI TECHNOLOGIES PLC RETENTION AGREEMENTRetention Agreement • November 8th, 2018 • Delphi Technologies PLC • Motor vehicle parts & accessories
This RETENTION AGREEMENT (“Agreement”) is made and entered into as of November 7, 2018 (the “Effective Date”) by and between Delphi Technologies PLC (the “Company”) and Vivid Sehgal (the “the Executive”).
TRANSACTION AGREEMENT BY AND BETWEEN BORGWARNER INC. (A DELAWARE CORPORATION) AND DELPHI TECHNOLOGIES PLC (A PUBLIC LIMITED COMPANY INCORPORATED UNDER THE LAWS OF THE BAILIWICK OF JERSEY), JANUARY 28, 2020Transaction Agreement • January 29th, 2020 • Delphi Technologies PLC • Motor vehicle parts & accessories • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of January 28, 2020, is by and between BorgWarner Inc., a Delaware corporation (“Buyer”), and Delphi Technologies PLC, a public limited company incorporated under the Laws of the Bailiwick of Jersey (“Company” and, together with Buyer, the “Parties”).
NONQUALIFIED STOCK OPTION INDUCEMENT AGREEMENTNonqualified Stock Option Inducement Agreement • May 2nd, 2019 • Delphi Technologies PLC • Motor vehicle parts & accessories • Michigan
This Nonqualified Stock Option Inducement Agreement (the “Agreement”) is made effective as of January 7, 2019 (the “Grant Date”) by and between Delphi Technologies PLC (the “Company”), and Richard F. Dauch (the “Optionee”).
Hari N. NairDelphi Technologies PLC • November 8th, 2018 • Motor vehicle parts & accessories
DELPHI TECHNOLOGIES PLC LONG TERM INCENTIVE PLAN Non-Employee Director RSU Award AgreementRsu Award Agreement • May 9th, 2018 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
You (the “Participant”) have been granted an RSU award (this “Award”) on the following terms and subject to the provisions of Attachment A and the Delphi Technologies PLC Long Term Incentive Plan (the “Plan”). Unless defined in this Non-Employee Director RSU Award agreement (including Attachment A, this “Agreement”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.
SUPPLEMENTAL INDENTURESupplemental Indenture • December 8th, 2017 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 4, 2017, among Delphi Powertrain Systems, LLC, a Delaware limited liability company, and Delphi Powertrain International Services, LLC, a Delaware limited liability company (each a “Guaranteeing Party” and, collectively, the “Guaranteeing Parties”), U.S. Bank National Association, as trustee (the “Trustee”) and U.S. Bank National Association, as authenticating agent (“Authenticating Agent”), registrar (“Registrar”) and paying agent (“Paying Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2019 • Delphi Technologies PLC • Motor vehicle parts & accessories • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2018 (the “Effective Date”), by and between Richard F. Dauch (the “the Executive”) and Delphi Powertrain Systems LLC (“Delphi Powertrain Systems), and, for the specific purposes described herein, Delphi Technologies PLC (the “Company”).
EMPLOYMENT CONTRACTEmployment Contract • October 16th, 2017 • Delphi Technologies PLC • Motor vehicle parts & accessories
In accordance with the Luxembourg “Code du Travail”, the following contract is made between Delphi International Operations Luxembourg S.a.r.l.
September 1, 2017 (Revised) James Harrington [ADDRESS] [ADDRESS] Dear Jim:Delphi Technologies PLC • October 16th, 2017 • Motor vehicle parts & accessories
As you know, Delphi is currently contemplating a spin-off of its Powertrain Systems business (the “Spin-Off”) into a new, separately traded entity (“SpinCo”). In anticipation of the Spin-Off, and on behalf of Delphi, I am pleased to extend this offer of employment to you, as further described in this letter agreement and any related documentation (this “Offer”). Under the terms of this Offer, you will be hired as an employee of Delphi and at the time of the Spin-Off, you will transition employment to SpinCo where you will serve as its Senior Vice President and General Counsel. At SpinCo, you will be based in London and will report directly to Liam Butterworth, currently President, Powertrain/DPSS, who is expected to be appointed President & Chief Executive Officer of SpinCo in connection with the Spin-Off. I am providing you with this Offer to confirm your compensation details and to provide further background on the applicable Delphi plans and programs. Please note that we expect the
EMPLOYEE MATTERS AGREEMENT between DELPHI AUTOMOTIVE PLC and DELPHI TECHNOLOGIES PLC Dated as of [ ]Employee Matters Agreement • October 16th, 2017 • Delphi Technologies PLC • Motor vehicle parts & accessories
EMPLOYEE MATTERS AGREEMENT, dated as of [ ] (this “Employee Matters Agreement”), between Delphi Automotive PLC, a Jersey public limited company (“Aptiv”), and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and a preexisting, wholly owned subsidiary of Aptiv (“Delphi Technologies”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 17th, 2020 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of September 16, 2020, is by and among Delphi Technologies PLC (f/k/a Delphi Jersey Holdings plc), a Jersey public limited company (the “Company”), and U.S. Bank National Association, as trustee, authenticating agent, registrar and paying agent (collectively, the “Trustee”).
CONTRACT MANUFACTURING SERVICES AGREEMENTContract Manufacturing Services Agreement • October 16th, 2017 • Delphi Technologies PLC • Motor vehicle parts & accessories
THIS CONTRACT MANUFACTURING SERVICES AGREEMENT (this “Agreement”), dated as of [●], [●] (the “Effective Date”), by and between [●], a [●] (“Supplier”), and [●], a [●] (“Customer”). Each of Supplier and Customer is referred to herein as a “Party” and collectively as the “Parties”.
