Exhibit 99.3
EXHIBIT B
ASSUMPTION AGREEMENT
This ASSUMPTION AGREEMENT is entered into as of , , by
General Motors Corporation, a Delaware corporation
(“GM”),
,
a
corporation (“Parent”), and , a corporation (“Successor”).
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the
Agreement, dated as of , 1999 (as amended, the “Agreement”) by and between GM and
Delphi Automotive Systems Corporation, a Delaware corporation (“Delphi”), relating to the Benefit
Guarantee (as defined therein).
WHEREAS, Delphi is a party to the Agreement and has the obligations set forth in
the Agreement; and
WHEREAS, pursuant to the Agreement, Delphi has agreed that it shall not, without
GM’s prior written consent, merge, consolidate or consummate a similar business combination
involving Delphi unless (A) Delphi is the surviving entity and the ultimate controlling parent entity
of its affiliated group of companies (a “UCPE”) or (B) if as a result of such transaction Delphi is not
the surviving entity or Delphi (or its successor) is controlled by
another UCPE, then, in either case:
(i) such UCPE (if any) and the successor entity (if other than Delphi) shall expressly assume Delphi’s
obligations under the Agreement by executing this Assumption Agreement, and (ii) immediately after
giving effect to such merger, consolidation or other similar business combination, Delphi or the
successor entity (if other than Delphi) and the UCPE (if any) shall not be in violation of its obligations
under the Agreement; and
WHEREAS,
pursuant to
(the “Transaction”), [Successor will
be the surviving entity and/or Parent will be the UCPE of Delphi or
Successor] effective as of
(the “Effective Date”); and
WHEREAS, the Agreement contemplates that in the event of a transaction such as
the Transaction, Successor and Parent shall assume the obligations of Delphi under the Agreement;
and
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, GM, Successor and Parent hereby agree as follows:
1. Assumption. Effective as of the Effective Date, Successor and Parent each
assume all obligations of Delphi set forth in the Agreement, each shall be deemed to be bound by the
Agreement, and all references to “Delphi” therein shall thereafter be deemed to include, in addition
to Delphi (to the extent it remains an existing entity after the Transaction), Successor and Parent.
2. Cooperation. The parties shall take such further action, and execute such
additional documents, as may be required in order to carry out the purposes of this Assumption
Agreement.
3. Counterparts. This Assumption Agreement may be executed in counterparts, and shall be
deemed to have been duly executed and delivered by all parties when each party has executed a
counterpart hereof and delivered an original or facsimile copy thereof to the other party. Each
such counterpart hereof shall be deemed to be an original, and all of such counterparts together
shall constitute one and the same instrument.
4. Governing Law. This Assumption Agreement shall be governed by the internal laws (and not the law of conflicts) of the State of Delaware. Any action to enforce or interpret
any provision of this Assumption Agreement shall be brought exclusively in the state or federal
courts of the State of Delaware.
5. Severability. If any provision of this Assumption Agreement is held to be invalid or
unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions of this Assumption Agreement shall remain in full force and effect in such jurisdiction
and shall be construed to carry out the intentions of the parties hereto as nearly as may be
possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any other jurisdiction.
6. Amendments. None of the provisions of this Assumption Agreement shall be modified,
amended, waived or superseded, without the prior written consent of each of the parties hereto.
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