0000950152-08-009061 Sample Contracts

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 • Delphi Corp • Motor vehicle parts & accessories • 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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AMENDED AND RESTATED MASTER RESTRUCTURING AGREEMENT BETWEEN DELPHI CORPORATION AND GENERAL MOTORS CORPORATION DATED SEPTEMBER 12, 2008
Management Services Agreement • November 10th, 2008 • Delphi Corp • Motor vehicle parts & accessories • 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.

FIRST AMENDMENT TO THE AMENDED AND RESTATED GLOBAL SETTLEMENT AGREEMENT
Global Settlement Agreement • November 10th, 2008 • Delphi Corp • Motor vehicle parts & accessories

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED GLOBAL SETTLEMENT AGREEMENT (this “Amendment”), is dated as of September 25, 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”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

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