Preview | Master Sale and Purchase Agreement |

TABLE OF CONTENTS


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1.	DEFINITIONS			1
	1.1	Certain Defined Terms		1
	1.2	Other Interpretive Provisions		25
2.	PURCHASE AND SALE			25
	2.1	Transfers by Sellers and their Affiliates		25
	2.2	Assumption of Liabilities		29
	2.3	Retained Liabilities		31
	2.4	Sale Company Liabilities		33
	2.5	JV Company Liabilities		33
	2.6	Deferred Items		33
3.	PURCHASE PRICE; ADJUSTMENT; ALLOCATION			34
	3.1	Deposit Amount		34
	3.2	Preliminary Purchase Price; Closing Statement		35
	3.3	Preparation of Closing Adjusted Net Assets Statement		35
	3.4	Post Closing Purchase Price Adjustment		37
4.	REPRESENTATIONS AND WARRANTIES OF SELLERS			38
	4.1	Organization		38
	4.2	Authorization; Enforceability		39
	4.3	Capital Stock of the Sale Companies and JV Companies		39
	4.4	Historical Financial Statements		40
	4.5	No Conflicts or Approvals		40
	4.6	Sufficiency of Acquired Assets		41
	4.7	Compliance with Law; Permits		41
	4.8	Proceedings; Orders		41
	4.9	Absence of Certain Changes		41
	4.10	Tax Matters		42
	4.11	Employee Benefits; Labor		42
	4.12	Intellectual Property		45
	4.13	Contracts		46
	4.14	Environmental Matters		48
	4.15	Insurance		49
	4.16	Personal Property Assets, Inventory		49
	4.17	Real Property		50
	4.18	No Brokers? Fees		51
	4.19	Affiliate Transactions		51
	4.20	No Other Representations or Warranties		51
	4.21	Fair Disclosure		51
5.	REPRESENTATIONS AND WARRANTIES OF BUYERS			51
	5.1	Organization		51
	5.2	Authorization; Enforceability		52
	5.3	No Conflicts or Approvals		52
	5.4	Proceedings		52


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	5.5	Solvency		52
	5.6	Anti-Money Laundering		53
	5.7	Investment Representations		53
	5.8	No Inducement or Reliance; Independent Assessment		54
	5.9	Financial Ability		54
	5.10	Adequate Assurance of Future Performance		54
	5.11	No Brokers? Fees		55
	5.12	Compliance with Laws		55
6.	COVENANTS AND AGREEMENTS			55
	6.1	Conduct of Business between Signing and Closing		55
	6.2	Bankruptcy Actions		58
	6.3	Assumed Contracts; Cure Amounts		58
	6.4	Non-Competition		59
	6.5	Tax Matters; Cooperation; Preparation of Returns; Tax Elections		60
	6.6	Employees; Benefit Plans; Labor Matters		63
	6.7	Contact with Customers and Suppliers		69
	6.8	Technical Documentation		69
	6.9	Books and Records and Litigation Assistance From and After Closing		69
	6.10	Corporate Names		71
	6.11	Information Technology; Intellectual Property Rights and Licenses		72
	6.12	Letters of Credit		74
	6.13	Competition Clearance		74
	6.14	Further Actions		76
	6.15	Further Assurances		76
	6.16	Shared Items Transferred to Buyers		76
	6.17	Buyers? Financing Activities		76
	6.18	Guarantee by Buyer Parent		77
	6.19	Customs Duties		77
	6.20	Nonsolicitation		78
	6.21	Confidentiality		78
	6.22	KDAC		78
	6.23	No Right of Set-Off		79
	6.24	Enterprise Contracts		79
	6.25	Buyers? Covenant to Manufacture Products		80
	6.26	Joint Venture		80
	6.27	Somerton Equipment		80
	6.28	Mexican Newco		80
	6.29	2007 Dividends		81
	6.30	Commitment Letter		81
	6.31	Athens, Alabama - Plant 22		81
	6.32	Transfer of Certain Sale Securities		82
	6.33	Doblo 262 Column Program		82
7.	CONDITIONS TO CLOSING			82
	7.1	Conditions to Obligations of Sellers and Buyers		82
	7.2	Conditions to Obligations of Buyers		83
	7.3	Conditions to Obligations of Sellers		83


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8.	CLOSING			84
	8.1	Closing Time and Date		84
	8.2	Ancillary Agreements		84
	8.3	Sellers? Deliveries at Closing		86
	8.4	Buyers? Deliveries at Closing		87
	8.5	Post-Closing Deliveries		88
	8.6	Post-Closing Transfer of Intellectual Property Rights		88
9.	TERMINATION			88
	9.1	Termination		88
	9.2	Break-Up Fee; Expense Reimbursement		90
	9.3	Procedure and Effect of Termination		91
10.	BIDDING PROCEDURES			92
	10.1	Delphi Initial Bankruptcy Actions		92
	10.2	Qualified Bidder		92
	10.3	Bid Deadline		93
	10.4	Due Diligence		94
	10.5	Qualified Bids		94
	10.6	Subsequent Bid		96
	10.7	Bid Protection		96
	10.8	Auction, Bidding Increments and Bids Remaining Open		96
	10.9	Acceptance of Qualified Bids		97
	10.10	Sale Hearing		98
	10.11	Return of Good Faith Deposit		98
	10.12	Reservation of Rights		98
11.	LIABILITY, INDEMNIFICATION			99
	11.1	LIMITATIONS OF LIABILITY		99
	11.2	Survival		99
	11.3	Indemnification		100
12.	MISCELLANEOUS			104
	12.1	Fees and Expenses		104
	12.2	Bulk Sales Laws		105
	12.3	Payments in Dollars		105
	12.4	Amendment		105
	12.5	Assignment		105
	12.6	No Successor Liability		105
	12.7	Waiver		106
	12.8	Notices		106
	12.9	Entire Agreement		107
	12.10	Counterparts		107
	12.11	Publicity		107
	12.12	Headings		107
	12.13	Severability		107
	12.14	Third Parties		108
	12.15	Governing Law		108
	12.16	Venue and Retention of Jurisdiction		108
	12.17	No Right of Setoff		108

iii

EXECUTION COPY

MASTER SALE AND PURCHASE AGREEMENT

THIS MASTER SALE AND PURCHASE AGREEMENT, dated as of December ___, 2007 between Delphi Corporation, a Delaware corporation (?Delphi?) on behalf of itself and the other entities set forth on Schedule 1, and Steering Solutions Corporation, a Delaware corporation (?Buyer Parent?), on behalf of itself and the other buyers set forth on Schedule 1.2, which is to be provided by Buyer Parent to Delphi ten (10) Business Days before Closing (each a ?Buyer,? and, collectively with Buyer Parent, the ?Buyers?):

WHEREAS, Delphi, through its Affiliates referred to in this Agreement, is engaged in the Business (as hereinafter defined);

WHEREAS, the Securities Sellers (as hereinafter defined) own, directly or indirectly, the Sale Securities (as hereinafter defined);

WHEREAS, the Asset Sellers (as hereinafter defined) own the Acquired Assets (as hereinafter defined);

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		PAGE NO
12.18	Risk of Loss		108
12.19	Enforcement of Agreement		108
12.20	Sellers? Payment Obligations		108
12.21	Bankruptcy Court Approval		109