Gm-Delphi Agreement Sample Contracts

Confidential Treatment Requested by General Motors Company Pursuant to the Freedom of Information Act Amendment No. 13 to Amended and Restated GM-Delphi Agreement
Gm-Delphi Agreement • September 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, as amended from time to time and as amended and restated by that certain Amended and Restated GM-Delphi Agreement dated as of June 1, 2009, as amended by Amendment No. 1, effective as of July 23, 2009, Amendment No. 2, dated as of July 26, 2009, Amendment No. 3, dated as of July 29, 2009, Amendment No. 4, dated as of July 30, 2009, Amendment No. 5, dated as of August 4, 2009, Amendment No. 6, dated as of August 6, 2009, Amendment No. 7, dated as of August 7, 2009, Amendment No. 8, dated as of August 11, 2009, Amendment No. 9, dated as of August 13, 2009, Amendment No. 10, dated as of August 18, 2009, Amendment No. 11, dated August 21, 2009, and Amendment No. 12, dated as of August 26, 2009 (as such may be further amended or otherwise modified in accordance with its terms, the “GM-Delphi Agreement”);

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Amendment No. 1 to GM-Delphi Agreement
Gm-Delphi Agreement • September 29th, 2008 • Delphi Corp • Motor vehicle parts & accessories • New York

Amendment No. 1, dated as of August 7, 2008 (this “Amendment”), 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 cases of the Borrower and the Guarantors, each a “Case” and collectively, the “Cases”), and GENERAL MOTORS CORPORATION (“GM”).

Amendment No. 15 to Amended and Restated GM-Delphi Agreement
Gm-Delphi Agreement • October 1st, 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, as amended from time to time and as amended and restated by that certain Amended and Restated GM-Delphi Agreement dated as of June 1, 2009, as amended by Amendment No. 1, effective as of July 23, 2009, Amendment No. 2, dated as of July 26, 2009, Amendment No. 3, dated as of July 29, 2009, Amendment No. 4, dated as of July 30, 2009, Amendment No. 5, dated as of August 4, 2009, Amendment No. 6, dated as of August 6, 2009, Amendment No. 7, dated as of August 7, 2009, Amendment No. 8, dated as of August 11, 2009, Amendment No. 9, dated as of August 13, 2009, Amendment No. 10, dated as of August 18, 2009, Amendment No. 11, dated August 21, 2009, Amendment No. 12, dated as of August 26, 2009, Amendment No. 13, dated as of September 3, 2009 and Amendment No. 14, dated as of September 17, 2009 (as such may be further amended or otherwise modified in accordance with its ter

Amendment No. 3 to Amended and Restated GM-Delphi Agreement
Gm-Delphi Agreement • July 30th, 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, as amended from time to time and as amended and restated by that certain Amended and Restated GM-Delphi Agreement dated as of June 1, 2009, as amended by that certain Amendment No. 1 to Amended and Restated GM-Delphi Agreement, effective as of July 23, 2009 and that certain Amendment No. 2 to Amended and Restated GM-Delphi Agreement, dated as of July 26, 2009 (as such may be further amended or otherwise modified in accordance with its terms, the “GM-Delphi Agreement”);

Amendment No. 14 to Amended and Restated GM-Delphi Agreement
Gm-Delphi Agreement • September 21st, 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, as amended from time to time and as amended and restated by that certain Amended and Restated GM-Delphi Agreement dated as of June 1, 2009, as amended by Amendment No. 1, effective as of July 23, 2009, Amendment No. 2, dated as of July 26, 2009, Amendment No. 3, dated as of July 29, 2009, Amendment No. 4, dated as of July 30, 2009, Amendment No. 5, dated as of August 4, 2009, Amendment No. 6, dated as of August 6, 2009, Amendment No. 7, dated as of August 7, 2009, Amendment No. 8, dated as of August 11, 2009, Amendment No. 9, dated as of August 13, 2009, Amendment No. 10, dated as of August 18, 2009, Amendment No. 11, dated August 21, 2009, Amendment No. 12, dated as of August 26, 2009, and Amendment No. 13, dated as of September 3, 2009 (as such may be further amended or otherwise modified in accordance with its terms, the “GM-Delphi Agreement”);

AMENDED & RESTATED GM-DELPHI AGREEMENT
Gm-Delphi Agreement • June 18th, 2009 • Delphi Corp • Motor vehicle parts & accessories

AMENDED & RESTATED GM-DELPHI AGREEMENT, dated as of June 1, 2009, among DELPHI CORPORATION, a Delaware corporation and a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the “Borrower”), 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 cases of the Borrower and the Guarantors, each a “Case” and collectively, the “Cases”), and GENERAL MOTORS CORPORATION (“GM”).

Amendment No. 4 to Amended and Restated GM-Delphi Agreement
Gm-Delphi Agreement • August 3rd, 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, as amended from time to time and as amended and restated by that certain Amended and Restated GM-Delphi Agreement dated as of June 1, 2009, as amended by Amendment No. 1, effective as of July 23, 2009, Amendment No. 2, dated as of July 26, 2009 and Amendment No. 3, dated as of July 29, 2009 (as such may be further amended or otherwise modified in accordance with its terms, the “GM-Delphi Agreement”);

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”);

Amendment No. 2 to GM-Delphi Agreement
Gm-Delphi 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”);

Amendment No. 1 to Amended and Restated GM-Delphi Agreement
Gm-Delphi Agreement • July 30th, 2009 • Delphi Corp • Motor vehicle parts & accessories • New York

Amendment No. 1, effective as of July 23, 2009 (this “Amendment”), 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 cases of the Borrower and the Guarantors, each a “Case” and collectively, the “Cases”), and GENERAL MOTORS COMPANY, as an assignee of Motors Liquidation Company (f/k/a General Motors Corporation), (“GM”).

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