EX-10.(AAL)






Exhibit 10(aal)




SUPPLEMENTAL AMENDMENT TO ACCOMMODATION AGREEMENT




          SUPPLEMENTAL AMENDMENT TO ACCOMMODATION AGREEMENT (this “Supplemental Amendment”)
dated as of February 24, 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”).




W I T N E S S E T H:




     WHEREAS, the Borrower, the Guarantors, the Lenders (or in the case of the Accommodation
Agreement, certain Lenders), the Administrative Agent and Citicorp USA, Inc., as Syndication Agent,
are parties to (a) that certain Amended and Restated Revolving Credit, Term Loan and Guaranty
Agreement, dated as of May 9, 2008 (as the same has been and may be further amended, modified or
supplemented from time to time, the “Credit Agreement”) and (b) that certain Accommodation
Agreement, dated as of December 12, 2008 (as the same has been amended on January 30, 2009 pursuant
to the First Amendment thereto (the “First Amendment”) and may be further amended, modified
or supplemented from time to time, the “Accommodation Agreement”); unless otherwise
specifically defined herein, each term used herein that is defined in the Accommodation Agreement
has the meaning assigned to such term in the Accommodation Agreement;



     WHEREAS, the Borrower and the Guarantors desire to modify the Accommodation Agreement and
certain of the amendments made thereto pursuant to the First Amendment as provided herein;



     WHEREAS, the Required First Priority Participant Lenders and the Required Total Participant
Lenders have agreed, subject to the terms and conditions hereinafter set forth, to modify the
Accommodation Agreement in response to the Borrower’s request as set forth below;



     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as
follows:



     1. Supplemental Amendments to Accommodation Agreement. The Accommodation Agreement is
hereby amended as follows:




     (a) Section 1(b) of the Accommodation Agreement is hereby amended by adding the
following definitions in alphabetical order to said Section 1(b):




     “Accommodation Supplemental Amendment Effective Date” shall
mean the “Effective Date” of and as defined in the Supplemental Amendment to
the Accommodation Agreement.



 









 






     “March 4 Report” shall mean one or more documents delivered by
the Borrower to the Administrative Agent (for posting on IntraLinks to
“private-side” Lenders) containing the information set forth on Part A of
Schedule I to the Supplemental Amendment to the Accommodation Agreement.




     “March 24 Report” shall mean one or more documents delivered by
the Borrower to the Administrative Agent (for posting on IntraLinks to
“private-side” Lenders) containing the information set forth on Part B of
Schedule I to the Supplemental Amendment to the Accommodation Agreement.




     “Required Total Supplemental Amendment Participant Lenders”
shall mean, at any time, Supplemental Amendment Participant Lenders holding
Tranche A Loans, LC Exposure, a portion of the Tranche B Loan and a portion
of the Tranche C Loan, in each case at such time representing in excess of
50% of the sum of (x) the Tranche A Total Commitment Usage held by all
Supplemental Amendment Participant Lenders at such time plus (y) the Total
Tranche B Commitment held by all Supplemental Amendment Participant Lenders
at such time plus (z) the Total Tranche C Commitment held by all
Supplemental Amendment Participant Lenders at such time.




     “Supplemental Amendment Participant Lender” shall mean any
Participant Lender that executed and delivered the Supplemental Amendment to
the Accommodation Agreement and any of such Lender’s successors and assigns.




     “Supplemental Amendment to the Accommodation Agreement” shall
mean the Supplemental Amendment to the Accommodation Agreement, dated as of
February 24, 2009.




     (b) The definition of “Accommodation Period” set forth in Section 1(b) of the
Accommodation Agreement is hereby amended to read as follows:




     “Accommodation Period” shall mean the period beginning
on the Accommodation Effective Date and ending on the earliest to
occur of:




     (i) June 30, 2009; provided, that if the Borrower
shall not have either (a) received, on or prior to April 2, 2009,
binding commitments, subject to customary conditions, for debt and
equity financing sufficient for the Borrower and the Guarantors to
emerge from Chapter 11 pursuant to a Qualifying Reorganization Plan
or (b) (x) filed with the Bankruptcy Court, on or prior to April 2,
2009, a Reorganization Plan that becomes a Satisfactory
Reorganization Plan within 10 Business Days after such filing and
(y) obtained entry by the Bankruptcy Court of a Plan Order, on or



2









 






prior to May 2, 2009, with respect to such Satisfactory
Reorganization Plan, then the date set forth in this clause (i)
shall be May 5, 2009;




     (ii) the occurrence of an Automatic Accommodation Termination
Default and the continuance of such Automatic Accommodation
Termination Default for more than five (5) Business Days;




     (iii) the delivery by the Administrative Agent to the Borrower
of a written notice terminating the Accommodation Period pursuant to
Section 2(b) hereof; and




     (iv) the Consummation Date.”




     (c) Section 3(m) of the Accommodation Agreement is hereby amended to read in its
entirety as follows:




“(m)(i) The Borrower shall apply the aggregate amount held in all
Incremental Borrowing Base Cash Collateral Accounts to the repayment
of Obligations in accordance with Section 2.19(b) of the Credit
Agreement:




(A) on February 18, 2009 unless the Borrower shall have delivered to
the Administrative Agent the February 17 Report on or prior to
February 17, 2009, or




(B) if such amount has not been previously applied to the repayment
of Obligations pursuant to this Section 3(m), on February 23, 2009
unless the Borrower shall have delivered to the Administrative Agent
the February 20 Report on or prior to February 20, 2009, or




(C) if such amount has not been previously applied to the repayment
of Obligations pursuant to this Section 3(m), within one Business
Day after the Administrative Agent shall have notified the Borrower
in writing, on or prior to March 6, 2009, that the February 17
Report and/or the February 20 Report is not satisfactory to the
Required Total First Amendment Participant Lenders, or




(D) if such amount has not been previously applied to the repayment
of Obligations pursuant to this Section 3(m), on March 24, 2009
unless the condition set forth in Section 3(e)(iv)(A) above shall be
satisfied on such date, or




(E) if such amount has not been previously applied to the repayment
of Obligations pursuant to this Section 3(m), within one Business
Day after the Administrative Agent shall have notified



3









 






the Borrower in writing, on or after March 25, 2009 but on or prior
to April 7, 2009, that the Required Total Supplemental Amendment
Participant Lenders have requested such application, unless the
Borrower shall have delivered to the Administrative Agent the March
24 Report on or prior to March 24, 2009, or




(F) if such amount has not been previously applied to the repayment
of Obligations pursuant to this Section 3(m), on April 3, 2009
unless a new Reorganization Plan or modifications to the Existing
Reorganization Plan have been filed with the Bankruptcy Court on or
prior to April 2, 2009, or




(G) if such amount has not been previously applied to the repayment
of Obligations pursuant to this Section 3(m), within one Business
Day after the Administrative Agent shall have notified the Borrower
in writing, on or prior to April 7, 2009, that the March 24 Report
is not satisfactory to the Required Total Supplemental Amendment
Participant Lenders, or




(H) if such amount has not been previously applied to the repayment
of Obligations pursuant to this Section 3(m), within one Business
Day after the Administrative Agent shall have notified the Borrower
in writing, within 10 Business Days after the filing with the
Bankruptcy Court of a new Reorganization Plan or modifications to
the Existing Reorganization Plan, that such new Reorganization Plan
or modifications to the Existing Reorganization Plan is not
satisfactory to the Required Lenders or the Required Total
Participant Lenders.




(ii) The Borrower shall apply an amount equal to 20% of the
aggregate amount held in all Incremental Borrowing Base Cash
Collateral Accounts to the repayment of Obligations in accordance
with Section 2.19(b) of the Credit Agreement:




(A) if such amount has not been previously applied to the repayment
of Obligations pursuant to this Section 3(m), within one Business
Day after the Administrative Agent shall have notified the Borrower
in writing, on or after March 5, 2009 but on or prior to March 18,
2009, that the Required Total Supplemental Amendment Participant
Lenders have requested such application, unless the Borrower shall
have delivered to the Administrative Agent the March 4 Report on or
prior to March 4, 2009, or




(B) if such amount has not been previously applied to the repayment
of Obligations pursuant to this Section 3(m), within one Business
Day after the Administrative Agent shall have notified the Borrower
in writing, on or prior to March 18, 2009, that the



4









 






March 4 Report is not satisfactory to the Required Total
Supplemental Amendment Participant Lenders.”




     (d) Section 3 of the Accommodation Agreement is hereby amended by adding subsection (n)
to read as follows:




“(n)(i) In each case to the extent permitted by applicable third
parties, with respect to any material negotiations and/or material
discussions with third parties in connection with the formulation of
the Borrower’s emergence capital structure, the Borrower will (a)
notify the DIP Lender Representatives and the Administrative Agent
as soon as practicable prior to any such negotiations or
discussions, (b) to the extent determined by the Borrower (in
consultation with the DIP Lender Representatives and the
Administrative Agent) to be appropriate in its reasonable business
judgment and upon the reasonable request of any DIP Lender
Representative or the Administrative Agent, include such DIP Lender
Representative or the Administrative Agent, as applicable, as active
participants in any such negotiations or discussions and (c)
continue to work cooperatively with the DIP Lender Representatives
and the Administrative Agent by promptly following any such
negotiations or discussions in which the DIP Lender Representatives
and the Administrative Agent do not participate with a substantive
update with respect to such negotiations or discussions. In the
event of a disagreement between the parties as to the DIP Lender
Representative or the Administrative Agent attendance at any such
negotiations or discussions, the Borrower will provide the DIP
Lender Representatives and the Administrative Agent, in advance of
any such negotiations or discussions, a comprehensive review of the
issues to be discussed, any materials to be utilized, the Borrower’s
position on such issues and the reasons for not including the DIP
Lender Representatives and the Administrative Agent in such
negotiations or discussions. To the extent that any DIP Lender
Representative or the Administrative Agent has any reasonable
addition to either the materials to be utilized or the Borrower’s
position, the Borrower will incorporate such addition (in each case,
unless the Borrower determines such addition to be inappropriate in
its reasonable business judgment).




(ii) The Borrower shall work cooperatively and promptly with the
DIP Lender Representatives to develop the March 4 Report, and the
March 4 Report shall be used in connection with the Borrower’s
formulation of an emergence capital structure and as the basis for
stakeholder negotiations to the extent that any liquidity analysis
and/or emergence capital structure is included in such stakeholder
negotiations. If after delivery of the March 4 Report, any material
changes are made in or affecting any



5









 






underlying assumption included in the March 4 Report or any
previously delivered report required to be delivered pursuant to
this clause (3)(n)(ii) below, including industry volume assumption
changes by any of GM, Ford, Chrysler or any major forecasting
company (e.g. CSM, DRI/Global Insight, etc), then, if requested by
the Administrative Agent at the direction of the Required Total
Supplemental Amendment Participant Lenders, the Borrower shall use
commercially reasonable efforts to update the emergence liquidity
sufficiency analysis included in the March 4 Report or in any
previously delivered update to the March 4 Report. The Borrower
shall use commercially reasonable efforts to consider such updated
analysis in any stakeholder negotiations not already completed.




(iii) For the purpose of this Section 3(n), “DIP Lender
Representatives” means, collectively, the representatives from
each of Alvarez & Marsal, The Blackstone Group and, if requested by
the Administrative Agent, one additional institution designated by
the Administrative Agent, which representatives shall be appointed
by Alvarez & Marsal, The Blackstone Group and such additional
designated institution, respectively.”



     2. Representation and Warranty. The Borrower and the Guarantors hereby represent and
warrant that (i) all representations and warranties in the Accommodation Agreement, the Credit
Agreement and the other Loan Documents are true and correct in all material respects on and as of
the Accommodation Supplemental Amendment Effective Date except to the extent such representations
and warranties expressly relate to an earlier date and (ii) no Event of Default (other than a
Specified Default) has occurred and is continuing on the date hereof.



     3. Conditions to Effectiveness. This Supplemental Amendment shall become effective on
the date (the “Effective Date”) on which each of the following shall have occurred and the
Administrative Agent shall have received evidence reasonably satisfactory to it of such occurrence:




     (a) this Supplemental Amendment shall have been executed by the Borrower, the
Guarantors, the Required First Priority Participant Lenders and the Required Total
Participant Lenders; and




     (b) immediately prior to the effectiveness of this Supplemental Amendment, no Event of
Default (other than a Specified Default) shall have occurred and be continuing.



     4. Conditions Subsequent. This Supplemental Amendment shall automatically be null and
void and of no further force and effect on the date (the “Termination Date”) that is 31
days (as computed pursuant to Rule 9006(a) of the Federal Rules of Bankruptcy Procedure) following
the Effective Date, unless (I) the Bankruptcy Court shall have entered, prior to such date, one or
more orders reasonably satisfactory in form and substance to the Administrative



6









 




Agent authorizing (A) this Supplemental Amendment (it being understood and agreed by the
parties hereto that such approval is not required for this Supplemental Amendment to become
effective, but will be sought by the Borrower solely for the avoidance of doubt), (B) the payment
by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Fee
Letter (the “Fee Letter”) dated as of February 23, 2009 and (C) the payment by the Borrower
of the Amendment Fees (as defined below), and (II) the Borrower shall have paid (A) to the
Administrative Agent all fees referred to herein or in the Fee Letter, (B) to each Participant
Lender that has executed and delivered a signature page hereto to the Administrative Agent no later
than 12:00 p.m. (New York City time) on February 24, 2009, an amendment fee in an amount equal to
10 basis points of the Tranche A Total Commitment Usage, Tranche B Loans and Tranche C Loans of
each such Participant Lender as of the Effective Date (the “Amendment Fees”) and (C) all
invoiced expenses (including the fees and expenses of counsel to the Administrative Agent) of the
Administrative Agent incurred in connection with the preparation, negotiation and execution of this
Supplemental Amendment and other matters relating to the Loan Documents in accordance with Section
10.05 of the Credit Agreement; provided, however, that in the event the condition
set forth in clause (I) of this Section 4 has been timely satisfied, but the order authorizing the
payment of fees referred to in subsections (B) and (C) of such clause (I) has not become effective
solely due to the denial of the Bankruptcy Court of the Borrower’s request for a waiver of the stay
imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Termination Date shall
not be the date that is 31 days following the Effective Date but shall instead be the date that is
one Business Day after the tenth day (as such ten-day period is determined under Rule 6004(h) of
the Federal Rules of Bankruptcy Procedure) after the Bankruptcy Court enters such order, unless the
Borrower shall have satisfied the condition set forth in clause (II) of this Section 4 by such
date. Furthermore, this Supplemental Amendment shall automatically be null and void and of no
further force and effect 3 Business Days after the Bankruptcy Court enters the order authorizing
the payment of fees referred to in subsections (B) and (C) of clause (I) of this Section 4 (or, if
the Bankruptcy Court denies the Borrower’s request for a waiver of the stay imposed by Rule 6004(h)
of the Federal rules of Bankruptcy Procedure, one Business Day after the tenth day (as such ten-day
period is determined under Rule 6004(h) of the Federal Rules of Bankruptcy Procedure) after the
Bankruptcy Court enters such order), unless the Borrower shall have satisfied the condition set
forth in clause (II) of this Section 4 by such date.




     5. Release. To the fullest extent permitted by applicable law, in consideration of
the Agents’ and the Supplemental Amendment Participant Lenders’ execution of this Supplemental
Amendment, the Borrower and the Guarantors each, on behalf of itself and each of its successors and
assigns (including, without limitation, any receiver or trustee, collectively, the
“Releasors”), does hereby forever release, discharge and acquit the Agents, each
Supplemental Amendment Participant Lender and each of their respective parents, subsidiaries and
affiliate corporations or partnerships, and their respective officers, directors, partners,
trustees, shareholders, agents, attorneys and employees, and their respective successors, heirs and
assigns, in the case of each of the foregoing solely in their capacities as such (collectively, the
“Releasees”) of and from any and all claims, demands, liabilities, rights,
responsibilities, disputes, causes of action (whether at law or equity), indebtedness and
obligations (collectively, “Claims”), of every type, kind, nature, description or
character, and irrespective of how, why or by reason of what facts, whether such Claims have
heretofore arisen, are now existing or hereafter arise, or which could, might, or may be claimed to
exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or
unliquidated, each as though fully set forth herein at length, which in



7









 




any way arise out of, are connected with or in any way relate to actions or omissions which
occurred on or prior to the date hereof with respect to the Obligations, this Supplemental
Amendment, the Accommodation Agreement, the Credit Agreement or any other Loan Document. This
Section 5 shall survive (i) the expiration or termination of the Accommodation Period, of the
Accommodation Agreement and of this Supplemental Amendment (including due to the occurrence of the
Termination Date) and (ii) the termination of the Credit Agreement, the payment in full of all
Obligations and the termination of all Commitments.




     6. Miscellaneous.



          (a) Except to the extent hereby amended, each Loan Party hereby affirms that the terms of the
other Loan Documents (i) secure, and shall continue to secure, and (ii) guarantee, and shall
continue to guarantee, in each case, the Obligations (as defined in the Credit Agreement) and
acknowledges and agrees that each Loan Document is, and shall continue to be, in full force and
effect and is hereby ratified and affirmed in all respects.




          (b) The Borrower agrees that its obligations set forth in Section 10.05 of the Credit
Agreement shall extend to the preparation, execution and delivery of this Supplemental Amendment,
including the reasonable fees and disbursements of special counsel to the Administrative Agent and
the Arrangers.




          (c) By delivery of its signature page hereto, each Supplemental Amendment Participant Lender
acknowledges and agrees that the February 17 Report and the February 20 Report have been delivered.




          (d) No Person other than the parties hereto and any other Participant Lender, and, in the case
of Section 5 hereof, the Releasees, shall have any rights hereunder or be entitled to rely on this
Supplemental Amendment, and all third-party beneficiary rights (other than the rights of the
Releasees under Section 5 hereof and any other Lender) are hereby expressly disclaimed.




          (e) The parties hereto hereby agree that Section 8 of the Credit Agreement shall apply to this
Supplemental Amendment and each other Loan Document and all actions taken or not taken by the
Administrative Agent or any Participant Lender contemplated hereby.




          (f) Nothing in this Supplemental Amendment shall be deemed, asserted or construed to impair or
prejudice the rights of the Administrative Agent and the Participant Lenders to appear and be heard
on any issue, or to object to any relief sought, in the Bankruptcy Court, except to the extent that
such actions would constitute a breach of the Administrative Agent’s or any Participant Lender’s
obligations under the Accommodation Agreement.




          (g) Any provision of this Supplemental Amendment held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof, and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.




8









 








          (h) Section headings used herein are for convenience only and are not to affect the
construction of or be taken into consideration in interpreting this Supplemental Amendment.




          (i) This Supplemental Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall constitute but one and the
same instrument. A facsimile or .pdf copy of a counterpart signature page shall serve as the
functional equivalent of a manually executed copy for all purposes.




          (j) THIS SUPPLEMENTAL AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.




          (k) EACH OF THE BORROWER, THE GUARANTORS, THE AGENTS AND EACH PARTICIPANT LENDER HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS SUPPLEMENTAL AMENDMENT.




[SIGNATURE PAGES TO FOLLOW]




9









 





     IN WITNESS WHEREOF, the parties have entered into this Supplemental Amendment as of the day
and year first above written.



	 	 	 	 	 
	 	BORROWER



DELPHI CORPORATION

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	Vice President and Chief Financial
Officer 	 



10









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS:





DELPHI AUTOMOTIVE SYSTEMS (HOLDING),
INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	President 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS GLOBAL
(HOLDING), INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	President 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	Vice President & Chief Financial
Officer 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS RISK
MANAGEMENT CORP.,

a Delaware corporation

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	Vice President & Treasurer 	 



11









 






	 	 	 	 	 



	 	 	 	 	 
	 	DELPHI FOREIGN SALES CORPORATION,

a Virgin Islands corporation

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	Controller 	 
	 
	 	DELPHI INTERNATIONAL HOLDINGS CORP.,

a Delaware corporation

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	President 	 
	 
	 	DELPHI LIQUIDATION HOLDING COMPANY,

a Delaware corporation

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	President 	 
	 
	 	DELPHI LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	President 	 
	 
	 	DELPHI NY HOLDING CORPORATION,

a New York corporation

 	 
	 	By:  	/s/ John D. Sheehan
 	 
	 	 	Name:  	John D. Sheehan 	 
	 	 	Title:  	President 	 



12









 






	 	 	 	 	 



	 	 	 	 	 
	 	ASEC MANUFACTURING,

a Delaware general partnership

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ASEC SALES,

a Delaware general partnership

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELCO ELECTRONICS OVERSEAS 

CORPORATION,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS KOREA, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Chief Executive Officer & President 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS HUMAN 

RESOURCES LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Vice President & Treasurer 	 



13









 






	 	 	 	 	 



	 	 	 	 	 
	 	DELPHI AUTOMOTIVE SYSTEMS
INTERNATIONAL, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS OVERSEAS
CORPORATION,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS SERVICES
LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS TENNESSEE, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS THAILAND,
INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 



14









 






	 	 	 	 	 



	 	 	 	 	 
	 	DELPHI CONNECTION SYSTEMS,

a California corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELPHI ELECTRONICS (HOLDING) LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	DELPHI INTERNATIONAL SERVICES, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Chief Financial Officer & Treasurer 	 
	 
	 	DELPHI MECHATRONIC SYSTEMS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELPHI SERVICES HOLDING CORPORATION,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Treasurer 	 



15









 






	 	 	 	 	 



	 	 	 	 	 
	 	EXHAUST SYSTEMS CORPORATION,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Assistant Treasurer 	 



16









 






	 	 	 	 	 



	 	 	 	 	 
	 	ASPIRE, INC.,

a Michigan corporation

 	 
	 	By:  	/s/ James P. Whitson
 	 
	 	 	Name:  	James P. Whitson 	 
	 	 	Title:  	Vice President 	 
	 
	 	DELPHI CHINA LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ James P. Whitson
 	 
	 	 	Name:  	James P. Whitson 	 
	 	 	Title:  	Chief Tax Officer 	 
	 
	 	DELPHI DIESEL SYSTEMS CORP.,

a Delaware corporation

 	 
	 	By:  	/s/ James P. Whitson
 	 
	 	 	Name:  	James P. Whitson 	 
	 	 	Title:  	Chief Tax Officer 	 
	 
	 	DELPHI INTEGRATED SERVICE SOLUTIONS, 

INC.,

a Michigan corporation

 	 
	 	By:  	/s/ James P. Whitson
 	 
	 	 	Name:  	James P. Whitson 	 
	 	 	Title:  	Vice President 	 
	 
	 	SPECIALTY ELECTRONICS, INC.,

a South Carolina corporation

 	 
	 	By:  	/s/ James P. Whitson
 	 
	 	 	Name:  	James P. Whitson 	 
	 	 	Title:  	Chief Tax Officer 	 



17









 






	 	 	 	 	 



	 	 	 	 	 
	 	SPECIALTY ELECTRONICS INTERNATIONAL
LTD.,

a Virgin Islands corporation

 	 
	 	By:  	/s/ James P. Whitson
 	 
	 	 	Name:  	James P. Whitson 	 
	 	 	Title:  	Chief Tax Officer 	 
	 
	 	PACKARD HUGHES INTERCONNECT COMPANY,

a Delaware corporation

 	 
	 	By:  	/s/ James P. Whitson
 	 
	 	 	Name:  	James P. Whitson 	 
	 	 	Title:  	Chief Tax Officer 	 
	 
	 	ENVIRONMENTAL CATALYSTS, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ James P. Whitson
 	 
	 	 	Name:  	James P. Whitson 	 
	 	 	Title:  	Chief Tax Officer 	 



18









 






	 	 	 	 	 



	 	 	 	 	 
	 	DELPHI MEDICAL SYSTEMS COLORADO
CORPORATION,

a Colorado corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	DELPHI MEDICAL SYSTEMS CORPORATION,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	DELPHI MEDICAL SYSTEMS TEXAS
CORPORATION,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Arle
 	 
	 	 	Name:  	John P. Arle 	 
	 	 	Title:  	Assistant Treasurer 	 



19









 






	 	 	 	 	 



	 	 	 	 	 
	 	DELPHI TECHNOLOGIES, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Thomas N. Twomey
 	 
	 	 	Name:  	Thomas N. Twomey 	 
	 	 	Title:  	Vice President Intellectual Property 	 



20









 






	 	 	 	 	 



	 	 	 	 	 
	 	DREAL, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John Jaffurs
 	 
	 	 	Name:  	John Jaffurs 	 
	 	 	Title:  	President 	 



21









 






	 	 	 	 	 


Signature page for the Supplemental Amendment to the Accommodation Agreement, dated as of February
24, 2009 among Delphi Corporation and the lenders party thereto




	 	 	 	 	 
	 	Name of Lender:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




22