0000950152-08-009040 Sample Contracts

AMENDED AND RESTATED MASTER RESTRUCTURING AGREEMENT BETWEEN DELPHI CORPORATION AND GENERAL MOTORS CORPORATION DATED SEPTEMBER 12, 2008
Master Restructuring Agreement • November 10th, 2008 • General Motors Corp • Motor vehicles & passenger car bodies • New York

This Amended and Restated Master Restructuring Agreement (including all exhibits and attachments hereto, the “Agreement”) is entered into as of September 12, 2008, by and between Delphi Corporation (“Delphi”) and General Motors Corporation (“GM”). Each of Delphi and GM is referred to herein individually as a “Party,” and collectively, as the “Parties.” As used herein, the phrases “this Agreement,” “hereto,” “hereunder,” and phrases of like import shall mean this Agreement.

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AMENDED AND RESTATED GLOBAL SETTLEMENT AGREEMENT BETWEEN DELPHI CORPORATION, on behalf of itself and certain of its subsidiaries and Affiliates, AND GENERAL MOTORS CORPORATION DATED SEPTEMBER 12, 2008
Global Settlement Agreement • November 10th, 2008 • General Motors Corp • Motor vehicles & passenger car bodies • New York

This Amended and Restated Settlement Agreement (together with all exhibits and attachments hereto, including, without limitation, the Restructuring Agreement, the “Agreement”), is entered into as of September 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”). Each of the Debtors and GM is referred to herein individually as a “Party,” and collectively, as the “Parties.” As used herein, the phrases “this Agreement,” “hereto,” “hereunder,” and phrases of like import shall mean this Agreement. All capitalized terms shall have the meanings ascribed to them in Article I hereof. Unless otherwise defined in this Agreement, capitalized terms in Articles II and III hereof shall have the meanings as set forth in the Labor MOUs.

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