0000950152-08-010231 Sample Contracts

PARTIAL TEMPORARY ACCELERATED PAYMENT AGREEMENT
Accelerated Payment Agreement • December 12th, 2008 • Delphi Corp • Motor vehicle parts & accessories

THIS PARTIAL TEMPORARY ACCELERATED PAYMENT AGREEMENT (this “Agreement”), is dated as of December 12, 2008, by and between Delphi Corporation (“Delphi”), on behalf of itself and its subsidiaries and Affiliates operating as debtors and debtors in possession in the Chapter 11 Cases (together with Delphi, the “Debtors”), and General Motors Corporation (“GM”).

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Amendment No. 2 to GM-Delphi Agreement
Agreement • December 12th, 2008 • Delphi Corp • Motor vehicle parts & accessories • New York

WHEREAS, the Borrower, the Guarantors and GM have previously entered into that certain agreement, dated as of May 9, 2008 and as amended by that certain Amendment No. 1 effective as of October 6, 2008 (as such may be further amended or otherwise modified, the “GM-Delphi Agreement”);

ACCOMMODATION AGREEMENT
Accommodation Agreement • December 12th, 2008 • Delphi Corp • Motor vehicle parts & accessories

ACCOMMODATION AGREEMENT (this “Accommodation Agreement”) dated as of December 12, 2008, and effective as of the Accommodation Effective Date (as defined below), 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 and other Persons party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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