THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 99 (a)

THIRD AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT

          THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of May 26, 2006, 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 Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of November 21, 2005 (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 Third 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 5.01(a) of Credit Agreement (Annual Financial Statements). Section 5.01(a) of the Credit Agreement is hereby amended by replacing the phrase “150 days” therein with the phrase “170 days”.

     3. Conditions to Effectiveness. This Amendment shall become effective on the first date (the “Third Amendment Effective Date”) on which 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.

     4. 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 (a) 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 (b) 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]

2

     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; Chief Accounting Officer and Controller

	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/ XXXX X. XXXX
				Name:		Xxxx X. Xxxx
				Title:		Vice President & Treasurer
		DELPHI MEDICAL SYSTEMS CORPORATION,
		a Delaware corporation
		By:		/s/ XXXX X. XXXX
				Name:		Xxxx X. Xxxx
				Title:		Vice President & Treasurer

		DELPHI MEDICAL SYSTEMS TEXAS CORPORATION,
		a Delaware corporation
		By:		/s/ XXXX X. XXXX
				Name:		Xxxx X. Xxxx
				Title:		Vice President & 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/ XXXXXX XXXXXXXX
		Name:	Xxxxxx Xxxxxxxx
		Title:	Associate
	CITICORP USA, INC.
	By:	/s/ XXXXXXX XXXX
		Name:	Xxxxxxx Xxxx
		Title:	Director

Signature page for the Third Amendment to Amended and Restated Credit Agreement, dated as of May 26, 2006 among Delphi Corporation and the lenders party thereto

Name of Lender:
 

By:  

   Name:  

   Title: