0000950152-09-000974 Sample Contracts

FIRST AMENDMENT TO ACCOMMODATION AGREEMENT
Accommodation Agreement • February 4th, 2009 • Delphi Corp • Motor vehicle parts & accessories

FIRST AMENDMENT TO ACCOMMODATION AGREEMENT (this “Amendment”) dated as of January 30, 2009, and effective as of the Effective Date (as hereinafter defined), 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”).

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Amendment No. 3 to GM-Delphi Agreement
Gm-Delphi Agreement • February 4th, 2009 • 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, and as further amended by that certain Amendment No. 2 effective as of December 12, 2008 (as such may be further amended or otherwise modified, the “GM-Delphi Agreement”);

FIRST AMENDMENT TO PARTIAL TEMPORARY ACCELERATED PAYMENT AGREEMENT
Payment Agreement • February 4th, 2009 • Delphi Corp • Motor vehicle parts & accessories

THIS FIRST AMENDMENT TO PARTIAL TEMPORARY ACCELERATED PAYMENT AGREEMENT (this “Amendment No. 1”), is dated as of January 30, 2009, 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”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

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