SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DELPHI AUTOMOTIVE PLC AND DELPHI TECHNOLOGIES PLC DATED AS OF [ 🌑 ], 2017Separation and Distribution Agreement • October 16th, 2017 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of [ 🌑 ] (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 [ 🌑 ], 2017Tax Matters Agreement • October 16th, 2017 • Delphi Technologies PLC • Motor vehicle parts & accessories • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of [ 🌑 ], 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 • October 16th, 2017 • Delphi Technologies PLC • Motor vehicle parts & accessories • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], [●], 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”.
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
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”).
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”.
