FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT

Exhibit 99 (a)

FIRST AMENDMENT TO
REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT

     FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT (this “Amendment”) dated as of March 29, 2007 among DELPHI CORPORATION, a Delaware corporation (the “Borrower”), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, and the subsidiaries of the Borrower signatory hereto (each a “Guarantor” and collectively the “Guarantors”), each of which Guarantors is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

     WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative Agent and Citicorp USA, Inc., as syndication agent, are parties to that certain Revolving Credit, Term Loan and Guaranty Agreement, dated as of January 9, 2007 (as the same has been and may be further amended, modified or supplemented from time to time, the “Credit Agreement”); and

     WHEREAS, the Borrower and the Guarantors have requested that from and after the First Amendment Effective Date (as hereinafter defined), the Credit Agreement be amended subject to and upon the terms and conditions set forth herein.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Defined Terms Generally. As used herein, all terms that are defined in the Credit Agreement shall have the same meanings herein.

     2. Amendment to Section 1.01 of Credit Agreement (Deletion of definition of “Attrition Program Costs”). Section 1.01 of the Credit Agreement is hereby amended by deleting the defined term “Attrition Program Costs”.

     3. Amendment to Section 1.01 of Credit Agreement (Definition of “Global EBITDAR”). The definition of “Global EBITDAR” in Section 1.01 of the Credit Agreement is hereby amended by deleting clauses (d) and (e) thereof.

     4. Amendment to Section 1.01 of Credit Agreement (Definition of “Interest Period”). The definition of “Interest Period” in Section 1.01 of the Credit Agreement is hereby amended by inserting the phrase “two weeks or” immediately prior to the phrase “one, three or six months thereafter”.

     5. Amendment to Section 6.04 of Credit Agreement (EBITDAR). Section 6.04 of the Credit Agreement is hereby amended by deleting the chart in its entirety and replacing it with the following chart:

		Global Entities
Period Ending		Global EBITDAR
March 31, 2007		$	130,000,000.00
April 30, 2007		$	170,000,000.00
May 31, 2007		$	190,000,000.00
June 30, 2007		$	200,000,000.00
July 31, 2007		$	260,000,000.00
August 31, 2007		$	315,000,000.00
September 30, 2007		$	335,000,000.00
October 31, 2007		$	350,000,000.00
November 30, 2007		$	375,000,000.00

     6. Conditions to Effectiveness. This Amendment shall become effective on the first date (the “First Amendment Effective Date”) on which all of the following conditions have been satisfied: (a) this Amendment shall have been executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders, and the Administrative Agent shall have received evidence satisfactory to it of such execution, (b) the Administrative Agent shall have received an amendment fee for the account of each Tranche A Lender and Tranche B Lender that has executed and delivered a signature page hereto to the Administrative Agent no later than 3:00 p.m. (New York City time) on March 29, 2007 (or such later deadline as may be indicated by the Administrative Agent for receipt of signature) in an amount equal to 5 basis points of such Tranche A Lender’s Commitment, or such Tranche B Lender’s pro rata portion of the Tranche B Loan, as the case may be, and (c) any fees owing to the Administrative Agent, as separately agreed to in writing by the Borrower and the Administrative Agent, shall have been paid in full.

     7. Miscellaneous.

          (a) Except to the extent hereby amended, the Credit Agreement and each of the other Loan Documents remain in full force and effect and are hereby ratified and affirmed.

          (b) The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of special counsel to the Administrative Agent and the Arrangers.

          (c) This Amendment shall be limited precisely as written and shall not be deemed (i) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (ii) to prejudice any right or rights which the Agents or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the “Agreement” or the “Credit Agreement” is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment.

          (d) This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

          (e) This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York and (to the extent applicable) the Bankruptcy Code.

[SIGNATURE PAGES TO FOLLOW]

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written.

	BORROWER: DELPHI CORPORATION
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	Vice President and Chief Restructuring Officer

	GUARANTORS: ASEC MANUFACTURING GENERAL PARTNERSHIP, a Delaware general partnership
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	ASEC SALES GENERAL PARTNERSHIP, a Delaware general partnership
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	ASPIRE, INC., a Michigan corporation
	By:	/s/ XXXXX X. XXXXXXX
		Name:	Xxxxx X. Xxxxxxx
		Title:	Vice President

	DELCO ELECTRONIC OVERSEAS CORPORATION, a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Assistant Treasurer

	DELPHI AUTOMOTIVE SYSTEMS (HOLDING), INC., a Delaware corporation
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	President

	DELPHI AUTOMOTIVE SYSTEMS GLOBAL (HOLDING), INC., a Delaware corporation
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	President

	DELPHI AUTOMOTIVE SYSTEMS HUMAN RESOURCES LLC, a Delaware limited liability company
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Vice President & Treasurer

	DELPHI AUTOMOTIVE SYSTEMS INTERNATIONAL, INC., a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	DELPHI AUTOMOTIVE SYSTEMS KOREA, INC., a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Chief Executive Officer & President

	DELPHI AUTOMOTIVE SYSTEMS LLC, a Delaware limited liability company
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	Vice President and Chief Restructuring Officer

	DELPHI AUTOMOTIVE SYSTEMS OVERSEAS      CORPORATION, a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	DELPHI AUTOMOTIVE SYSTEMS RISK MANAGEMENT      CORP., a Delaware corporation
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	Vice President & Treasurer

	DELPHI AUTOMOTIVE SYSTEMS SERVICES LLC, a Delaware limited liability company
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	DELPHI AUTOMOTIVE SYSTEMS TENNESSEE, INC., a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	DELPHI AUTOMOTIVE SYSTEMS THAILAND, INC., a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	DELPHI CHINA LLC, a Delaware limited liability company
	By:	/s/ XXXXX X. XXXXXXX
		Name:	Xxxxx X. Xxxxxxx
		Title:	Chief Tax Officer

	DELPHI CONNECTION SYSTEMS, a California corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	DELPHI DIESEL SYSTEMS CORP., a Delaware corporation
	By:	/s/ XXXXX X. XXXXXXX
		Name:	Xxxxx X. Xxxxxxx
		Title:	Chief Tax Officer

	DELPHI ELECTRONICS (HOLDING) LLC, a Delaware limited liability company
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Assistant Treasurer

	DELPHI FOREIGN SALES CORPORATION, a Virgin Islands corporation
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	Controller

	DELPHI INTEGRATED SERVICE SOLUTIONS, INC., a Michigan corporation
	By:	/s/ XXXXX X. XXXXXXX
		Name:	Xxxxx X. Xxxxxxx
		Title:	Vice President

	DELPHI INTERNATIONAL HOLDINGS CORP., a Delaware corporation
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	President

	DELPHI INTERNATIONAL SERVICES, INC., a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Chief Financial Officer & Treasurer

	DELPHI LIQUIDATION HOLDING COMPANY, a Delaware corporation
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	President

	DELPHI LLC, a Delaware limited liability company
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	President

	DELPHI MECHATRONIC SYSTEMS, INC., a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	DELPHI MEDICAL SYSTEMS COLORADO CORPORATION, a Colorado corporation
	By:	/s/ XXXXX X. XXXXXX
		Name:	Xxxxx X. Xxxxxx
		Title:	Treasurer

	DELPHI MEDICAL SYSTEMS CORPORATION, a Delaware corporation
	By:	/s/ XXXXX X. XXXXXX
		Name:	Xxxxx X. Xxxxxx
		Title:	Treasurer

	DELPHI MEDICAL SYSTEMS TEXAS CORPORATION, a Delaware corporation
	By:	/s/ XXXXX X. XXXXXX
		Name:	Xxxxx X. Xxxxxx
		Title:	Treasurer

	DELPHI NY HOLDING CORPORATION, a New York corporation
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	President

	DELPHI SERVICES HOLDING CORPORATION, a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Treasurer

	DELPHI TECHNOLOGIES, INC., a Delaware corporation
	By:	/s/ XXXXXX X. XXXXXX
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President Intellectual Property

	DREAL, INC., a Delaware corporation
	By:	/s/ XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	President

	ENVIRONMENTAL CATALYSTS, LLC, a Delaware limited liability company
	By:	/s/ XXXXXX X. XXXXXX
		Name:	Xxxxxx X. Xxxxxx
		Title:	Treasurer

	EXHAUST SYSTEMS CORPORATION, a Delaware corporation
	By:	/s/ XXXX X. XXXX
		Name:	Xxxx X. Xxxx
		Title:	Assistant Treasurer

	PACKARD XXXXXX INTERCONNECT COMPANY, a Delaware corporation
	By:	/s/ XXXXX X. XXXXXXX
		Name:	Xxxxx X. Xxxxxxx
		Title:	Chief Tax Officer

	SPECIALTY ELECTRONICS INTERNATIONAL LTD., a Virgin Islands corporation
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Treasurer and Secretary

	SPECIALTY ELECTRONICS, INC., a South Carolina corporation
	By:	/s/ XXXXX X. XXXXXXX
		Name:	Xxxxx X. Xxxxxxx
		Title:	Chief Tax Officer

	AGENTS AND LENDERS: JPMORGAN CHASE BANK, N.A.      Individually and as Administrative Agent
	By:	/s/ XXXXX XXXXXX
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	CITICORP USA, INC.
	By:	/s/ XXXXXXX XXXX
		Name:	Xxxxxxx Xxxx
		Title:	Director

Signature page for the First Amendment to Revolving Credit, Term Loan and Guaranty Agreement, dated as of March 29, 2007 among Delphi Corporation and the lenders party thereto

Name of Lender:
 

By:

Name:  

Title: