##### 



Exhibit 10(f)
 AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY
AGREEMENT
 Among
 DELPHI CORPORATION
a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code  as Borrower
 and
 THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN,
Each a Debtor and a Debtor-in-Possession under Chapter 11 of the Bankruptcy Code  as Guarantors
 and
 THE LENDERS PARTY HERETO
 and
 JPMORGAN CHASE BANK, N.A.  as Administrative Agent
 and
 CITICORP USA, INC.  as Syndication Agent
 and
 BANK OF AMERICA, N.A.,
GENERAL ELECTRIC CAPITAL CORPORATION
and WACHOVIA CAPITAL FINANCE CORPORATION  as Co-Documentation Agents for Tranche A and Tranche B
 J.P. MORGAN SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC.
and GE CAPITAL MARKETS, INC.  as Joint Lead Arrangers for Tranche A and Tranche B
 JPMORGAN SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC.,
GE CAPITAL MARKETS, INC.
and BANK OF AMERICA, N.A.  as Joint Bookrunners for Tranche A and Tranche B
 DEUTSCHE BANK SECURITIES INC.  as Documentation Agent for Tranche C
 J.P. MORGAN SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC.
and DEUTSCHE BANK SECURITIES INC.  as Joint Lead Arrangers for Tranche C
 J.P. MORGAN SECURITIES INC.,
CITIGROUP GLOBAL MARKETS INC.
and DEUTSCHE BANK SECURITIES INC.  as Joint Bookrunners for Tranche C
 Dated as of May 9, 2008




---



##### 



TABLE OF CONTENTS
 PageSECTION 1. DEFINITIONS
    
    
    1SECTION 1.01 Defined Terms
    
    
    1SECTION 1.02 Terms Generally
    
    
    33SECTION 1.03 Accounting Terms; GAAP
    
    
    33SECTION 2. AMOUNT AND TERMS OF CREDIT
    
    
    33SECTION 2.01 Commitments of the Lenders
    
    
    33SECTION 2.02 [Reserved]
    
    
    35SECTION 2.03 Letters of Credit
    
    
    35SECTION 2.04 Requests for Borrowings
    
    
    40SECTION 2.05 Funding of Borrowings
    
    
    42SECTION 2.06 Interest Elections
    
    
    43SECTION 2.07 [Reserved]
    
    
    44SECTION 2.08 Interest on Loans
    
    
    44SECTION 2.09 Default Interest
    
    
    45SECTION 2.10 Alternate Rate of Interest
    
    
    45SECTION 2.11 Repayment of Loans; Evidence of Debt
    
    
    45SECTION 2.12 Optional Termination or Reduction of Commitment
    
    
    46SECTION 2.13 Mandatory Prepayment; Commitment Termination
    
    
    46SECTION 2.14 Optional Prepayment of Loans
    
    
    48SECTION 2.15 [Reserved]
    
    
    48SECTION 2.16 Increased Costs
    
    
    48SECTION 2.17 Break Funding Payments
    
    
    50SECTION 2.18 Taxes
    
    
    50SECTION 2.19 Payments Generally; Pro Rata Treatment
    
    
    53SECTION 2.20 Mitigation Obligations; Replacement of Lenders
    
    
    54SECTION 2.21 Certain Fees
    
    
    55SECTION 2.22 Commitment Fees
    
    
    55SECTION 2.23 Letter of Credit Fees
    
    
    55SECTION 2.24 Nature of Fees
    
    
    56SECTION 2.25 Priority and Liens
    
    
    56SECTION 2.26 Right of Set-Off
    
    
    58SECTION 2.27 Security Interest in Letter of Credit Account
    
    
    58SECTION 2.28 Payment of Obligations
    
    
    58SECTION 2.29 No Discharge; Survival of Claims
    
    
    59SECTION 2.30 Use of Cash Collateral
    
    
    59
 i




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##### 



TABLE OF CONTENTS(continued)
 PageSECTION 3. REPRESENTATIONS AND WARRANTIES
    
    
    59SECTION 3.01 Organization and Authority
    
    
    59SECTION 3.02 Due Execution
    
    
    59SECTION 3.03 Statements Made
    
    
    60SECTION 3.04 Financial Statements
    
    
    60SECTION 3.05 Ownership
    
    
    61SECTION 3.06 Liens
    
    
    61SECTION 3.07 Compliance with Law
    
    
    61SECTION 3.08 Insurance
    
    
    61SECTION 3.09 Use of Proceeds
    
    
    61SECTION 3.10 Litigation
    
    
    62SECTION 3.11 ERISA
    
    
    62SECTION 3.12 The Approval Order
    
    
    62SECTION 3.13 Properties
    
    
    62SECTION 4. CONDITIONS TO EFFECTIVENESS AND OF LENDING
    
    
    62SECTION 4.01 Conditions to Effectiveness
    
    
    62SECTION 4.02 Conditions Precedent to Each Loan and Each Letter of Credit
    
    
    65SECTION 4.03 Condition Precedent to the Subsequent Tranche C Loan
    
    
    66SECTION 5. AFFIRMATIVE COVENANTS
    
    
    66SECTION 5.01 Financial Statements, Reports, etc
    
    
    66SECTION 5.02 Existence
    
    
    69SECTION 5.03 Insurance
    
    
    69SECTION 5.04 Obligations and Taxes
    
    
    69SECTION 5.05 Notice of Event of Default, etc
    
    
    70SECTION 5.06 Access to Books and Records
    
    
    70SECTION 5.07 Maintenance of Concentration Account
    
    
    70SECTION 5.08 Borrowing Base Certificate
    
    
    70SECTION 5.09 Collateral Monitoring and Review
    
    
    71SECTION 5.10 GM-Delphi Agreement
    
    
    71SECTION 5.11 Subsequently Filed Domestic Entities
    
    
    71SECTION 6. NEGATIVE COVENANTS
    
    
    72SECTION 6.01 Liens
    
    
    72SECTION 6.02 Merger, etc
    
    
    74SECTION 6.03 Indebtedness
    
    
    75SECTION 6.04 EBITDAR
    
    
    75SECTION 6.05 GM-Delphi Agreement
    
    
    76SECTION 6.06 Chapter 11 Claims
    
    
    76SECTION 6.07 Dividends; Capital Stock
    
    
    76SECTION 6.08 Transactions with Affiliates
    
    
    77SECTION 6.09 Investments, Loans and Advances
    
    
    77
 ii




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##### 



TABLE OF CONTENTS(continued)
 PageSECTION 6.10 Disposition of Assets
    
    
    78SECTION 6.11 Nature of Business
    
    
    78SECTION 7. EVENTS OF DEFAULT
    
    
    78SECTION 7.01 Events of Default
    
    
    78SECTION 8. THE AGENTS
    
    
    82SECTION 8.01 Appointments; Administration by Administrative Agent; No Duties for Syndication Agent
    
    
    82SECTION 8.02 Rights of Agents
    
    
    82SECTION 8.03 Liability of Agents
    
    
    83SECTION 8.04 Reimbursement and Indemnification
    
    
    83SECTION 8.05 Successor Administrative Agent
    
    
    84SECTION 8.06 Independent Lenders
    
    
    84SECTION 8.07 Advances and Payments
    
    
    84SECTION 8.08 Sharing of Setoffs
    
    
    85SECTION 9. GUARANTY
    
    
    86SECTION 9.01 Guaranty
    
    
    86SECTION 9.02 No Impairment of Guaranty
    
    
    87SECTION 9.03 Subrogation
    
    
    87SECTION 10. MISCELLANEOUS
    
    
    87SECTION 10.01 Notices
    
    
    87SECTION 10.02 Survival of Agreement, Representations and Warranties, etc
    
    
    88SECTION 10.03 Successors and Assigns
    
    
    88SECTION 10.04 Confidentiality
    
    
    93SECTION 10.05 Expenses; Indemnity; Damage Waiver
    
    
    93SECTION 10.06 CHOICE OF LAW
    
    
    94SECTION 10.07 No Waiver
    
    
    94SECTION 10.08 Extension of Maturity
    
    
    94SECTION 10.09 Amendments, etc
    
    
    95SECTION 10.10 Severability
    
    
    97SECTION 10.11 Headings
    
    
    97SECTION 10.12 Survival
    
    
    97SECTION 10.13 Execution in Counterparts; Integration; Effectiveness
    
    
    97SECTION 10.14 Prior Agreements
    
    
    98SECTION 10.15 Further Assurances
    
    
    98SECTION 10.16 USA Patriot Act
    
    
    98SECTION 10.17 WAIVER OF JURY TRIAL
    
    
    98
 ANNEX A
    
    
    
    Commitment AmountsEXHIBIT A
    
    -
    
    Approval Order
 iii




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##### 



TABLE OF CONTENTS(continued)
 EXHIBIT B
    
    -
    
    Form of Security and Pledge AgreementEXHIBIT C
    
    -
    
    Form of Assignment and AcceptanceEXHIBIT D
    
    -
    
    Form of Exemption CertificateEXHIBIT E
    
    -
    
    Form of Borrowing Base CertificateSCHEDULE 1.01
    
    -
    
    Existing Pre-Petition AgreementSCHEDULE 3.05
    
    -
    
    SubsidiariesSCHEDULE 3.10
    
    -
    
    LitigationSCHEDULE 6.01
    
    -
    
    LiensSCHEDULE 6.08
    
    -
    
    Transactions with AffiliatesSCHEDULE 6.10
    
    -
    
    Asset Sales
 iv




---



##### 



AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY
AGREEMENT
Dated as of May 9, 2008
 Borrower Guarantor Guarantors Case Cases Lenders JPMCB Administrative Agent Syndication Agent Agents
 INTRODUCTORY STATEMENT
  Original Credit Agreement Existing Credit Agreement
  DEFINITIONS
 Defined Terms .
 ABR
 ABR Borrowing
 Account
 Account Debtor
 1




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##### 



Additional Lender
 Adjusted LIBO Rate multiplied by
 Adjusted Eligible Receivables minus
 Administrative Agent
 Affiliate Controlled Person controlled by Controlling Person
 Agents
 Agreement
 Alternate Base Rate
 Amended and Restated Lenders
 Approval Order
 Approved Fund
 Arrangers/Bookrunners
 2




---



##### 



Asset Sale
 Assignment and Acceptance
 Automotive Holdings Group
 Availability Period
 Available Amount
 Available Inventory
 Available Liquidity
 Available Receivables
 Bankruptcy Code et seq
 Bankruptcy Court
 3




---



##### 



Board
 Borrower
 Borrowing
 Borrowing Base provided
 Borrowing Base Certificate
 Borrowing Request
 Business Day provided however Business
Day
 4




---



##### 



Canadian Dollars C$
 Capitalized Lease
 Carve-Out Committee
 Cases
 Cash Collateral
 Cash Collateralization Cash Collateralize
 Change in Law
 Change of Control
 5




---



##### 



Class
 Closing Date
 Code
 Collateral
 Commitment
 Commitment Letter
 Consummation Date
 DASHI Intercompany Transfer Order
 Debtor Liens
 Dilution Factors
 Dilution Ratio divided
 6




---



##### 



Dilution Reserve
 Disclosure Filings
 Disposition Dispose Disposed
of
 Dollars $
 Domestic Entities
 DPW
 Effective Date
 Eligible Assignee
 Eligible Equipment Qualified Equipment and Machinery provided
 7




---



##### 



Eligible Inventory
 (a)
    
    a Loan Party does not have good, valid and unencumbered title thereto,
subject only to Liens permitted under clause (iv) or (v) of Section 6.01; or(b)
    
    it is not located in the United States or, solely in the case of Inventory
that qualifies as Mexican Inventory, Mexico; or(c)
    
    it is not either (i) located on property owned by a Loan Party, (ii)
Mexican Inventory or (iii) located in a third party warehouse or at a third party
processor or (except in the case of consigned Inventory, which is covered by clause
(f) below) in another location not owned by a Loan Party (it being understood that
the Borrower will provide its best estimate of the value of such Inventory to be
agreed to by the Administrative Agent and reflected in the Borrowing Base
Certificate), and either (A) is not covered by a Landlord Lien Waiver, (B) a Rent
Reserve has not been taken with respect to such Inventory or (C) is not subject to an
enforceable agreement in form and substance reasonably satisfactory to the
Administrative Agent pursuant to which the relevant Loan Party has validly assigned
its access rights to such Inventory and property to the Administrative Agent; or(d)
    
    it is operating supplies, labels, packaging or shipping materials, cartons,
repair parts, labels or miscellaneous spare parts, nonproductive stores inventory and
other such materials, in each case not considered used for sale in the ordinary
course of business of the Loan Parties by the Administrative Agent in its reasonable
discretion from time to time; or(e)
    
    it is not subject to a valid and perfected first priority Lien in favor of
the Administrative Agent; or(f)
    
    it is consigned at a customer, supplier or contractor location but still
accounted for in the Loan Partys inventory balance (it being understood that the
Mexican Inventory shall not be excluded pursuant to this clause (f));
provided that a portion of the Loan Parties consigned Inventory (not to
exceed 50%) may be included in Eligible Inventory in the Administrative Agents
discretion to the extent such consigned Inventory is (i) subject to an agreement (in
form and substance reasonably satisfactory to the Administrative Agent) pursuant to
which the relevant Loan Party has validly assigned its access rights to such
Inventory
 8




---



##### 



and property to the Administrative Agent and (ii) otherwise eligible for inclusion
in the Borrowing Base; or(g)
    
    it is Inventory (other than Mexican Inventory) that is in-transit to or
from a location not leased or owned by a Loan Party (it being understood that the
Borrower will provide its best estimate of the value of all such Inventory and all
Mexican Inventory in-transit, which estimate is to be reflected in the Borrowing Base
Certificate); or(h)
    
    it is obsolete, slow-moving, nonconforming or unmerchantable or is
identified as a write-off, overstock or excess by a Loan Party, or does not otherwise
conform to the representations and warranties contained in this Agreement and the
other Loan Documents applicable to Inventory; provided that a portion of the
Loan Parties reserve for such Inventory (not to exceed 50%) may be included in
Eligible Inventory in the Administrative Agents reasonable discretion to the
extent such Inventory is otherwise eligible for inclusion in the Borrowing Base; or(i)
    
    it is Inventory used as a sample or prototype, display or display item; or(j)
    
    to the extent of any portion of Inventory Value thereof attributable to
intercompany profit among Loan Parties or their affiliates (it being understood that
the Borrower will provide its best estimate of the value of such Inventory Value to
be agreed by the Administrative Agent and reflected in the Borrowing Base
Certificate); or(k)
    
    any Inventory that is damaged, defective or marked for return to vendor,
has been deemed by a Loan Party to require rework or is being held for quality
control purposes; provided that a portion (not to exceed 25%) of the book
value of core Inventory that is held for scrap value recovery at a location of
Automotive Holdings Group may be included in Eligible Inventory in the
Administrative Agents reasonable discretion to the extent such Inventory is
otherwise eligible for inclusion in the Borrowing Base; or(l)
    
    such Inventory does not meet all material applicable standards imposed by
any Governmental Authority having regulatory authority over it.
 Eligible Real Estate Qualified Real Estate
 9




---



##### 



provided
 Eligible Receivables
 (a)
    
    (i) a Loan Party does not have sole lawful and absolute title to such
Account (subject only to Liens permitted under clause (iv) or (v) of Section 6.01) or
(ii) the goods sold with respect to such Account have been sold under a purchase
order or pursuant to the terms of a contract or other agreement or understanding
(written or oral) that indicates that any Person other than a Loan Party has or has
purported to have an ownership interest in such goods; or(b)
    
    (i) it is unpaid more than 90 days from the original date of invoice or 60
days from the original due date or (ii) it has been written off the books of a Loan
Party or has been otherwise designated on such books as uncollectible; or(c)
    
    more than 50% in face amount of all Accounts of the same Account Debtor are
ineligible pursuant to clause (b) above; or(d)
    
    the Account Debtor is insolvent or the subject of any bankruptcy case or
insolvency proceeding of any kind (other than postpetition accounts payable of an
Account Debtor that is a debtor-in-possession under the Bankruptcy Code and
reasonably acceptable to the Administrative Agent); or
 10




---



##### 



(e)
    
    the Account is not (i) payable in Dollars or Canadian Dollars or (ii) the
Account Debtor is either not organized under the laws of the United States of
America, any state thereof, or the District of Columbia, or Canada or any province
thereof or is located outside or has its principal place of business or substantially
all of its assets outside the United States or Canada, unless, in each case, such
Account is supported by a letter of credit from an institution and in form and
substance satisfactory to the Administrative Agent in its sole discretion;
provided that Accounts in an aggregate amount not exceeding $50,000,000 of
Account Debtors that (x) are not organized under the laws of the United States of
America, any state thereof, the District of Columbia, or Canada or any province
thereof or (y) are located outside or have their respective principal places of
business or substantially all of their assets outside the United States or Canada may
be included in Eligible Receivables in the Administrative Agents reasonable
discretion to the extent such Accounts are otherwise eligible for inclusion in the
Borrowing Base; or(f)
    
    the Account Debtor is the United States of America or any department,
agency or instrumentality thereof, unless the relevant Loan Party duly assigns its
rights to payment of such Account to the Administrative Agent pursuant to the
Assignment of Claims Act of 1940, as amended, which assignment and related documents
and filings shall be in form and substance reasonably satisfactory to the
Administrative Agent; or(g)
    
    the Account is subject to any security deposit (to the extent received from
the applicable Account Debtor), progress payment, retainage or other similar advance
made by or for the benefit of the applicable Account Debtor, in each case to the
extent thereof; or(h)
    
    (i) it is not subject to a valid and perfected first priority Lien in favor
of the Administrative Agent, subject to no other Liens other than Liens permitted by
this Agreement or (ii) it does not otherwise conform in all material respects to the
representations and warranties contained in this Agreement and the other Loan
Documents relating to Accounts; or(i)
    
    (i) such Account was invoiced in advance of goods or services provided,
(ii) such Account was invoiced twice or more, or (iii) the associated revenue has not
been earned; or(j)
    
    the sale to the Account Debtor is on a bill-and-hold, guaranteed sale,
sale-and-return, ship-and-return, sale on approval or consignment or other similar
basis or made pursuant to any other agreement providing for repurchases or return of
any merchandise which has been claimed to be defective or otherwise unsatisfactory;
or(k)
    
    the goods giving rise to such Account have not been shipped and/or title
has not been transferred to the Account Debtor, or the Account represents a
progress-billing or otherwise does not represent a complete sale; for purposes
hereof, progress-billing means any invoice for goods sold or leased or services
 11




---



##### 



rendered under a contract or agreement pursuant to which the Account Debtors
obligation to pay such invoice is conditioned upon the completion by a Loan Party of
any further performance under the contract or agreement; or(l)
    
    it arises out of a sale made by a Loan Party to an employee, officer,
agent, director, Subsidiary or Affiliate of a Loan Party; or(m)
    
    such Account was not paid in full, and a Loan Party created a new
receivable for the unpaid portion of the Account, and other Accounts constituting
chargebacks, debit memos and other adjustments for unauthorized deductions; or(n)
    
    the Account Debtor (i) has or has asserted a right of set-off against a
Loan Party (unless such Account Debtor has entered into a written agreement
reasonably satisfactory to the Administrative Agent to waive such set-off rights) or
(ii) has disputed its liability (whether by chargeback or otherwise) or made any
claim with respect to the Account or any other Account of a Loan Party which has not
been resolved, in each case, without duplication, only to the extent of the amount of
such actual or asserted right of set-off, or the amount of such dispute or claim, as
the case may be (except to the extent that such right of set-off (x) may not be
exercised as a result of the automatic stay pursuant to Section 362 of the Bankruptcy
Code or (y) otherwise may not be currently exercised pursuant to the terms of the
Approval Order or the Fourth Amendment Approval Order); or(o)
    
    the Account does not comply in all material respects with the requirements
of all applicable laws and regulations, whether Federal, state or local, including
without limitation, the Federal Consumer Credit Protection Act, Federal Truth in
Lending Act and Regulation Z; or(p)
    
    as to any Account, to the extent that (i) a check, promissory note, draft,
trade acceptance or other Instrument for the payment of money has been received,
presented for payment and returned uncollected for any reason or (ii) such Account is
otherwise classified as a note receivable and the obligation with respect thereto is
evidenced by a promissory note or other debt instrument or agreement; or(q)
    
    the Account is created on cash on delivery terms, or on extended terms and
is due and payable more than 90 days from the invoice date; or(r)
    
    the Account represents tooling receivables related to tooling that has not
been completed or received by a Loan Party and approved and accepted by the
applicable customer.
  12




---



##### 



Environmental Laws
 Environmental Liability
 Environmental Lien
 Equipment
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 13




---



##### 



Eurocurrency Liabilities
 Eurodollar
 Eurodollar Borrowing
 Event of Default
 Excluded Taxes
 Existing Credit Agreement
 Existing DIP Agent
 Existing DIP Credit Agreement
 14




---



##### 



Existing DIP Facility Indebtedness
 Existing DIP Liens
 Existing DIP Order inter alia
 Existing Lenders
 Existing Letters of Credit
 Existing Loans
 Existing Pre-Petition Agent
 Existing Pre-Petition Agreement
 Existing Pre-Petition Indebtedness
 Facility Availability Amount minus minus plus plus plus
 15




---



##### 



Federal Funds Effective Rate
 Fees
 Filing Date
 Financial Officer
 First-Priority Tranches Payout Date
 Fixed Asset Component
 Foreign Lender
 Foreign Receivables Financing
 16




---



##### 



Foreign Subsidiary
 Foreign Subsidiary Debt Limit
 Fourth Amendment Approval Order inter alia
 Full Control Deposit Account Agreement
 Full Control Securities Account Agreement
 GAAP
 Global EBITDAR minus minus
 Global Entities
 17




---



##### 



GM
 GM Commitment
 GM-Delphi Agreement
 GM Global Settlement Agreement
 GM Liquidity Availability
 GM Master Restructuring Agreement
 GM Obligations Obligations
 GM Obligation Satisfaction Date
 GM Permitted Commitment Reduction
 GM Permitted Prepayments
 GM Prepayment Reserve
 GM Receivables
 18




---



##### 



GM Scheduled Termination Date
 Governmental Authority
 Guarantor
 Hazardous Materials
 Hedging Agreements
 Indebtedness
 19




---



##### 



provided however
 Indemnified Taxes
 Indemnitee
 Initial Tranche C Commitment
 Initial Tranche C Commitment Percentage
 Insufficiency
 Initial Tranche C Loan
 Intellectual Property
 Interest Election Request
 Interest Payment Date
 Interest Period
 20




---



##### 



provided however
 Inventory
 Inventory Reserves
 (a)
    
    an unrecorded book to physical inventory reduction determined by the
Borrower based on its most recent physical inventory or cycle counts or as otherwise
determined by the Administrative Agent in its reasonable discretion;(b)
    
    a revaluation reserve whereby favorable variances shall be deducted from
Eligible Inventory and unfavorable variances shall not be added to Eligible
Inventory;(c)
    
    a lower of cost or market value reserve for any differences between a Loan
Partys actual cost to produce versus its selling price to third parties, as
calculated on a quarterly basis;(d)
    
    a reserve in an amount equal to five percent (5%) of the Eligible Inventory
that is Mexican Inventory; provided that such percentage may be increased
from time to time by the Administrative Agent in its reasonable discretion; and(e)
    
    any other reserve as deemed necessary from time to time by the
Administrative Agent in its reasonable discretion.
 Inventory Value
 Investment Credit
 21




---



##### 



Investment Grade
 Investments
 Issuing Lender
 JPMorgan
 JPMCB
 Junior Adequate Protection Liens
 Landlord Lien Waiver
 LC Disbursement
 LC Exposure plus
 Lenders
 Letter of Credit
 Letter of Credit Account
 22




---



##### 



Letter of Credit Fees
 LIBO Rate LIBO Rate
 Lien
 Loan
 Loan Documents
 Loan Parties
 Material Adverse Effect provided
 23




---



##### 



Maturity Date
 Mexican Inventory provided
 Minority Lenders
 Moodys
 Multiemployer Plan
 Net Cash Proceeds provided
 Net Orderly Liquidation Value
 24




---



##### 



Net Recovery Rate divided by
 Non-Filed Domestic Entity
 Obligations
 Original Credit Agreement
 Original Lender
 Other Taxes
 Original Tranche A Commitments
 Original Tranche A Lender
 Original Tranche B Lender
 Original Tranche C Lender
 Participant
 Patriot Act
 PBGC
 25




---



##### 



 Permitted Investments
 Permitted Non-Filed Domestic Entity Transfer
 Person
 26




---



##### 



Plan
 Post-Order Transaction Expenses
 Prepayment Period
 Pre-Petition Payment
 Prime Rate
 Recovery Event
 Register
 Related Parties
 Remediation Payments
 Rent Reserve
 Reorganization Plan
 Required Lenders
 27




---



##### 



plus
 Requisite Super-majority Entities
 Replacement Liens
 Restructuring Costs
 S&P
 Secured Domestic Hedging Obligations
 Secured Obligations
 Security and Pledge Agreement
 Single Employer Plan
 Statutory Reserve Rate
 Subsequent Tranche C Commitment
 28




---



##### 



Subsequent Tranche C Commitment Percentage
 Subsequent Tranche C Commitment Termination Date
 Subsequent Tranche C Loan
 Subsidiary parent
 Super-majority First Priority Lenders
 Super-majority Class Lenders
 Super-majority Lenders
 Superpriority Claim
 Supplemental Approval Order inter alia
 Taxes
 Termination Date
 Termination Event
 29




---



##### 



Total Commitment
 Total First-Priority Commitment
 Total Initial Tranche C Commitment
 Total Subsequent Tranche C Commitment
 Total Subsequent Tranche C Fees
 Total Tranche A Commitment
 Total Tranche B Commitment
 Total Tranche C Commitment
 30




---



##### 



Tranche A Commitment
 Tranche A Commitment Fee
 Tranche A Commitment Percentage
 Tranche A Facility
 Tranche A Lender
 Tranche A Loan
 Tranche A Total Commitment Usage
 Tranche B Commitment
 Tranche B Commitment Percentage
 Tranche B Lender
 Tranche B Loan
 Tranche C Commitment Fee
 31




---



##### 



Tranche C Lender
 Tranche C Loan
 Transactions
 Type
 UAW Special Attrition Program Agreement
 UCC provided however UCC
 Uncollateralized LC Exposure less
 Unused Total Tranche A Commitment less
 Withdrawal Liability
 Wholly-Owned
 32




---



##### 



Terms Generally
 Borrowing Base Change
Notice provided
 Accounting Terms; GAAP provided
 AMOUNT AND TERMS OF CREDIT
 Commitments of the Lenders
 Tranche A Revolving Commitment
 33




---



##### 



Tranche A Loan Tranche A Loans provided plus plus plus
 pro rata provided however
 Tranche B Term Loan Commitment Tranche B Loan provided plus plus
 provided however
 Tranche C Term Loan Commitment Initial Tranche C Loan
 34




---



##### 



Subsequent Tranche C Loan Subsequent Tranche C
Commitment Termination Date
 provided however
  provided
 provided
   [Reserved]
 Letters of Credit (a) General
 35




---



##### 



Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions
 Expiration Date LC Outside Date provided
 36




---



##### 



LC Notification Date provided
 Participations
 Reimbursement provided
 37




---



##### 



mutatis mutandis
 Obligations Absolute provided
 38




---



##### 



Disbursement Procedures provided
 Interim Interest provided
 Replacement of the Issuing Lender
 Replacement of Letters of Credit; Cash Collateralization Cash Collateralization
 39




---



##### 



Issuing Lender Agreements
 Requests for Borrowings
 Tranche A Loans provided that
 40




---



##### 



Tranche B Loan
      41




---



##### 



Tranche C Loan
      Funding of Borrowings .
 42




---



##### 



provided
  Interest Elections
   43




---



##### 



[Reserved] .
 Interest on Loans .
 provided
  44




---



##### 



provided
  Default Interest plus plus
 Alternate Rate of Interest
 Repayment of Loans; Evidence of Debt .
   45




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##### 



prima facie provided
  Optional Termination or Reduction of Commitment pro rata
 Mandatory Prepayment; Commitment Termination .
 plus plus Maximum Amount minus
 46




---



##### 



Excess Drawn Amount plus plus provided Prepayment Period Qualifying GM Borrowing Notice
 first second third provided provided further
 47




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##### 



Optional Prepayment of Loans .
 (a)
    
    The Borrower shall have the right at any time and from time to
time to prepay any Loans, in whole or in part, (x) with respect to Eurodollar
Loans, upon written or facsimile notice received by 1:00 p.m. New York City
time three Business Days prior to the proposed date of prepayment and (y) with
respect to ABR Loans on the same Business Day upon written or facsimile notice
by 12:00 noon New York City time on the proposed date of prepayment;
provided, however, that (i) each such partial prepayment (other
than a prepayment of all outstanding Loans of any Class) shall be in multiples
of $1,000,000, (ii) no prepayment of Eurodollar Loans shall be permitted
pursuant to this Section 2.14(a) other than on the last day of an Interest
Period applicable thereto unless such prepayment is accompanied by the payment
of the amounts required by Section 2.17 and (iii) no prepayment of the Tranche
C Loan shall be permitted or made pursuant to this Section 2.14(a) except in
accordance with the Approval Order, and in no event shall any such prepayment
of the Tranche C Loan be made prior to the occurrence of the First-Priority
Tranches Payout Date.
  [Reserved]
 Increased Costs
  48




---



##### 



prima facie provided
 provided
 49




---



##### 



provided further
 Break Funding Payments
 Taxes provided
  50




---



##### 



provided
   51




---



##### 



provided
 provided
 52




---



##### 



Payments Generally; Pro Rata Treatment
  first second third fourth fifth sixth provided however
 53




---



##### 



first fourth
   Mitigation Obligations; Replacement of Lenders
 provided
 54




---



##### 



Certain Fees
 Commitment Fees
 Tranche A Commitment Fee
 Tranche C Commitment
Fee
 Letter of Credit Fees
 55




---



##### 



Nature of Fees
 Priority and Liens
  provided however
   56




---



##### 



Primed Liens provided however provided further pari passu pari passu
 provided however
  57




---



##### 



Right of Set-Off
 Security Interest in Letter of Credit Account
 Payment of Obligations
 58




---



##### 



No Discharge; Survival of Claims
 Use of Cash Collateral
 SECTION 3. REPRESENTATIONS AND WARRANTIES
  Organization and Authority
 Due Execution
 59




---



##### 



Statements Made
 Financial Statements
 60




---



##### 



Ownership
 Liens
 Compliance with Law
 et seq
    Insurance
 Use of Proceeds
 61




---



##### 



Litigation
 ERISA
 The Approval Order
 Properties
   SECTION
4. CONDITIONS TO EFFECTIVENESS AND OF LENDING
 Conditions to Effectiveness .
 Effective Date
  62




---



##### 



63




---



##### 



provided that
      64




---



##### 



Conditions Precedent to Each Loan and Each Letter of Credit.
 Notice
 Representations and Warranties
 No Default
 Approval Order
 Payment of Fees and Expenses
 Borrowing Base Certificates
 65




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##### 



Minimum GM Liquidity Availability
  Condition Precedent to the Subsequent Tranche C Loan.
   SECTION 5. AFFIRMATIVE COVENANTS
  Financial Statements, Reports, etc
  66




---



##### 



67




---



##### 



68




---



##### 



Existence
 Insurance
 Obligations and Taxes
 69




---



##### 



Notice of Event of Default, etc
 Access to Books and Records
   Maintenance of Concentration Account
 Borrowing Base Certificate th
 70




---



##### 



Collateral Monitoring and Review
 GM-Delphi Agreement
 Subsequently Filed Domestic Entities Subsequently Filed
Entity
 71




---



##### 



SECTION 6. NEGATIVE COVENANTS
  Liens
    provided
     72




---



##### 



provided
  provided provided further
 pari passu
 provided
 73




---



##### 



provided
 provided
  provided provided
  Merger, etc provided provided provided provided however
 74




---



##### 



Indebtedness Foreign
Subsidiary Debt Limit provided provided
 75




---



##### 



EBITDAR .
  Global EntitiesPeriod Ending
    
    Global EBITDARApril 30, 2008
    
    $
    475,000,000May 31, 2008
    
    $
    575,000,000June 30, 2008
    
    $
    600,000,000July 31, 2008
    
    $
    575,000,000August 31, 2008
    
    $
    550,000,000September 30, 2008
    
    $
    625,000,000October 31, 2008
    
    $
    600,000,000November 30, 2008
    
    $
    675,000,000
 GM-Delphi Agreement
     Chapter 11 Claims
 Dividends; Capital Stock provided
 76




---



##### 



Transactions with Affiliates
 Investments, Loans and Advances. Investments provided however provided
 77




---



##### 



provided further
 Disposition of Assets de minimis provided
 Nature of Business
 SECTION 7. EVENTS OF DEFAULT
 Events of Default Event of
Default
 78




---



##### 



pari passu pari passu
    79




---



##### 



GM Approval Order Approval Order
    provided
 80




---



##### 



provided
 81




---



##### 



THE AGENTS
 Appointments; Administration by Administrative Agent; No Duties for Syndication
Agent
    Rights of Agents
 82




---



##### 



Liability of Agents
    Reimbursement and Indemnification
 83




---



##### 



Successor Administrative Agent
 Independent Lenders
 Advances and Payments
  84




---



##### 



Sharing of Setoffs pro-rata provided pro-rata
 85




---



##### 



GUARANTY
 Guaranty
      86




---



##### 



No Impairment of Guaranty
 Subrogation
 MISCELLANEOUS
 Notices
   87




---



##### 



provided provided
  Survival of Agreement, Representations and Warranties, etc
 Successors and Assigns
 88




---



##### 



provided
 provided provided further
     provided
 89




---



##### 



Approved Fund
  Register
  90




---



##### 



provided
 Participant provided provided
    91




---



##### 



provided
 provided
 SPV
 92




---



##### 



Confidentiality
 Expenses; Indemnity; Damage Waiver DPW
  93




---



##### 



Indemnitee provided
  CHOICE OF LAW
 No Waiver
 Extension of Maturity
 94




---



##### 



Amendments, etc
 provided however Super-majority First Priority Lenders
 95




---



##### 



plus
 Requisite Super-majority Entities Minority Lenders
 Super-majority Lenders plus plus plus
 Super-majority Class Lenders
 96




---



##### 



Severability
 Headings
 Survival
 Execution in Counterparts; Integration; Effectiveness
 97




---



##### 



Prior Agreements
 Further Assurances
 USA Patriot Act
 WAIVER OF JURY TRIAL
 98




---



##### 



IN WITNESS WHEREOF
 BORROWER:
DELPHI CORPORATIONBy:
    /s/ JOHN D. SHEEHANName:
    John SheehanTitle:
    Vice President and Chief Restructuring
Officer GUARANTORS:
ASEC MANUFACTURING GENERAL
  PARTNERSHIP,
  a Delaware general partnershipBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer ASEC SALES GENERAL PARTNERSHIP,
  a Delaware general partnershipBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer ASPIRE, INC.,
a Michigan corporationBy:
    /s/ JAMES P. WHITSONName:
    James P. WhitsonTitle:
    Vice President DELCO ELECTRONIC OVERSEAS CORPORATION,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Assistant Treasurer




---



##### 



DELPHI AUTOMOTIVE SYSTEMS (HOLDING),
INC.,
  a Delaware corporationBy:
    /s/ JOHN D. SHEEHANName:
    John D. SheehanTitle:
    President DELPHI AUTOMOTIVE SYSTEMS GLOBAL
  (HOLDING), INC.,
  a Delaware corporationBy:
    /s/ JOHN D. SHEEHANName:
    John D. SheehanTitle:
    President DELPHI AUTOMOTIVE SYSTEMS HUMAN
  RESOURCES LLC,
  a Delaware limited liability companyBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Vice President & Treasurer DELPHI AUTOMOTIVE SYSTEMS
  INTERNATIONAL, INC.,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer DELPHI AUTOMOTIVE SYSTEMS KOREA, INC.,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Chief Executive Officer & President




---



##### 



DELPHI AUTOMOTIVE SYSTEMS LLC,
  a Delaware limited liability companyBy:
    /s/ JOHN D. SHEEHANName:
    John D. SheehanTitle:
    Vice President and
Chief Restructuring Officer DELPHI AUTOMOTIVE SYSTEMS OVERSEAS
  CORPORATION,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer DELPHI AUTOMOTIVE SYSTEMS RISK
  MANAGEMENT CORP.,
  a Delaware corporationBy:
    /s/ JOHN D. SHEEHANName:
    John D. SheehanTitle:
    Vice President & Treasurer DELPHI AUTOMOTIVE SYSTEMS SERVICES LLC,
  a Delaware limited liability companyBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer DELPHI AUTOMOTIVE SYSTEMS
  TENNESSEE, INC.,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer




---



##### 



DELPHI AUTOMOTIVE SYSTEMS THAILAND,
INC.,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer DELPHI CHINA LLC,
  a Delaware limited liability companyBy:
    /s/ JAMES P. WHITSONName:
    James P. WhitsonTitle:
    Chief Tax Officer DELPHI CONNECTION SYSTEMS,
  a California corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer DELPHI DIESEL SYSTEMS CORP.,
  a Delaware corporationBy:
    /s/ JAMES P. WHITSONName:
    James P. WhitsonTitle:
    Chief Tax Officer DELPHI ELECTRONICS (HOLDING) LLC,
  a Delaware limited liability companyBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Assistant Treasurer DELPHI FOREIGN SALES CORPORATION,
  a Virgin Islands corporationBy:
    /s/ JOHN D. SHEEHANName:
    John D. SheehanTitle:
    Controller




---



##### 



DELPHI INTEGRATED SERVICE SOLUTIONS,
INC.,
  a Michigan corporationBy:
    /s/ JAMES P. WHITSONName:
    James P. WhitsonTitle:
    Vice President DELPHI INTERNATIONAL HOLDINGS CORP.,
  a Delaware corporationBy:
    /s/ JOHN D. SHEEHANName:
    John D. SheehanTitle:
    President DELPHI INTERNATIONAL SERVICES, INC.,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Chief Financial Officer & Treasurer DELPHI LIQUIDATION HOLDING COMPANY,
  a Delaware corporationBy:
    /s/ JOHN D. SHEEHANName:
    John D. SheehanTitle:
    President DELPHI LLC,
  a Delaware limited liability companyBy:
    /s/ JOHN D. SHEEHANName:
    John D. SheehanTitle:
    President




---



##### 



DELPHI MECHATRONIC SYSTEMS, INC.,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer DELPHI MEDICAL SYSTEMS COLORADO
    CORPORATION,
    a Colorado corporationBy:
    /s/ ALLAN F. SEGUINName:
    Allan F. SeguinTitle:
    Treasurer DELPHI MEDICAL SYSTEMS CORPORATION,
  a Delaware corporationBy:
    /s/ ALLAN F. SEGUINName:
    Allan F. SeguinTitle:
    Treasurer DELPHI MEDICAL SYSTEMS TEXAS
  CORPORATION,
  a Delaware corporationBy:
    /s/ ALLAN F. SEGUINName:
    Allan F. SeguinTitle:
    Treasurer DELPHI NY HOLDING CORPORATION,
    a New York corporationBy:
    /s/ JOHN D. SHEEHANName:
    John D. SheehanTitle:
    President




---



##### 



DELPHI SERVICES HOLDING CORPORATION,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Treasurer DELPHI TECHNOLOGIES, INC.,
  a Delaware corporationBy:
    /s/ THOMAS N. TWOMEYName:
    Thomas N. TwomeyTitle:
    Vice President Intellectual Property DREAL, INC.,
  a Delaware corporationBy:
    /s/ JOHN JAFFURSName:
    John JaffursTitle:
    President ENVIRONMENTAL CATALYSTS, LLC,
  a Delaware limited liability companyBy:
    /s/ JAMES P. WHITSONName:
    James P. WhitsonTitle:
    Chief Tax Officer EXHAUST SYSTEMS CORPORATION,
  a Delaware corporationBy:
    /s/ JOHN P. ARLEName:
    John P. ArleTitle:
    Assistant Treasurer




---



##### 



PACKARD HUGHES INTERCONNECT COMPANY,
  a Delaware corporationBy:
    /s/ JAMES P. WHITSONName:
    James P. WhitsonTitle:
    Chief Tax Officer SPECIALTY ELECTRONICS INTERNATIONAL LTD.,
  a Virgin Islands corporationBy:
    /s/ JAMES P. WHITSONName:
    James P. WhitsonTitle:
    Chief Tax Officer SPECIALTY ELECTRONICS, INC.,
  a South Carolina corporationBy:
    /s/ JAMES P. WHITSONName:
    James P. WhitsonTitle:
    Chief Tax Officer




---



##### 



AGENTS AND LENDERS:JPMORGAN CHASE BANK, N.A.
  Individually and as Administrative AgentBy:
    /s/ SUSAN E. ATKINSName:
    Susan E. AtkinsTitle:
    Managing Director CITICORP USA, INC.
  Individually and as Syndication AgentBy:
    /s/ JEFFREY NITZName:
    Jeffrey NitzTitle:
    Director




---



##### 



Signature page for the Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of May 9, 2008 among Delphi Corporation and the lenders party theretoName of Lender:By:Name:Title: