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EXHIBIT 10.4A




EXECUTION COPY




FIRST AMENDMENT TO THE MASTER RESTRUCTURING AGREEMENT




          THIS FIRST AMENDMENT TO THE MASTER RESTRUCTURING AGREEMENT (this “Amendment”), is
dated as of October 29, 2007, by and between Delphi Corporation (“Delphi”) and General
Motors Corporation (“GM”). Capitalized terms not defined herein shall have the meaning
ascribed to such terms in the Agreement.




          WHEREAS, the Debtors commenced jointly administered cases under the United States Bankruptcy
Code, 11 U.S.C. §§ 101-1330, as amended and in effect on October 8, 2005, in the United States
Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);




          WHEREAS, Delphi and GM have entered into a Master Restructuring Agreement dated as of
September 6, 2007 (the “Agreement”); and




          WHEREAS, Delphi and GM have agreed to amend the Agreement pursuant to this Amendment.




          NOW, THEREFORE, in consideration of the mutual promises, agreements, representations,
warranties and covenants contained herein, each of the parties hereto hereby agrees as follows:





	1.	 	Section 1.64 “Delphi Retained Employment Liabilities”. The words “Employment
Transfer Date” in the last sentence of the definition of “Delphi Retained Employment
Liabilities” are hereby deleted and replaced with the words “the date the Employment Transfer
takes place”.
	 
	2.	 	Section 1.82 “Excess Steering Proceeds”. In the fourth line of the definition of
“Excess Steering Proceeds”, the words “Steering Business” are hereby deleted and replaced with
the words “Global Steering Business”.
	 
	3.	 	New Section 1.119(a) “JOBs”. The following Section 1.119(a) shall be added to the
Agreement after Section 1.119 thereof:





          ““JOBs banks” shall mean the Job Opportunity Bank – Security Program as defined in the
applicable Labor MOU.”





	4.	 	Section 1.123 “Labor Cost Amount”. In the two instances in which they appear in the
definition of “Labor Cost Amount”, the words “UAW Keep Sites” are hereby deleted and replaced
with the words “UAW Keep Facilities”.
	 
	5.	 	Section 1.152 “Plan”. Section 1.152 is amended by adding the words “and amended as
per the amended terms filed with the Bankruptcy Court on October 29, 2007” after the words
“September 6, 2007”.





 









 






	6.	 	Section 1.180 “Settlement Agreement”. Section 1.180 is hereby replaced in its
entirety with the following: ““Settlement Agreement” shall mean the Global Settlement
Agreement, by and between Delphi, on behalf of itself and certain of its subsidiaries and
Affiliates, and GM, dated as of September 6, 2007, as amended.”
	 
	7.	 	Section 3.01(c). The words “UAW Sale Facilities” in Section 3.01(c) are hereby
deleted and replaced with the words “Sale Facilities”.
	 
	8.	 	Section 3.04. In the two instances in which they appear, the words “UAW Facilities”
in Section 3.04 are hereby deleted and replaced with the words “UAW Keep Facilities”.
	 
	9.	 	Section 3.05. In the two instances in which they appear, the words “IUE-CWA
Facilities” in Section 3.05 are hereby deleted and replaced with the words “IUE-CWA Keep
Facilities”.
	 
	10.	 	Section 4.01(a)(i). The words “Keep Facilities” in Section 4.01(a)(i) are hereby
deleted and replaced with the words “ UAW Keep Facilities, the IUE-CWA Keep Facilities”.
	 
	11.	 	Section 4.02(d). The words “Footprint Sites” in Section 4.02(d) are hereby deleted
and replaced with the words “Footprint Facilities”.
	 
	12.	 	Section 4.02(e). The words “Base Monthly Warranty Cost” in Section 4.02(e) are
hereby deleted and replaced with the words “Base Monthly Warranty Level”.
	 
	13.	 	Section 5.01(a)(iii) “Financial Services Supply Agreement”. Section 5.01(a)(iii) is
hereby replaced in its entirety with the following: “Reserved;”
	 
	14.	 	Section 5.01(a)(xii) “Technology Transfer Agreement”. Section 5.01(a)(xii) is hereby
replaced in its entirety with the following: ““Technology Transfer Agreement. The
GM-Delphi Technology Transfer Agreement between Delphi Technologies, Inc. and GM dated
December 4, 1998 (the “Technology Transfer Agreement”), which is attached hereto as
Exhibit 5.01(a)(xii);”
	 
	15.	 	Section 7.05. Section 7.05 is hereby replaced in its entirety with the following:
	 
	 	 	“Cooperation with Financial Reporting.





     (a) Delphi acknowledges that (i) GM may have various reporting and disclosure obligations
under US generally accepted accounting principles and US federal securities rules and regulations
as a result of GM’s commercial relationship with Delphi and GM’s entry into and obligations under
this Agreement and the Settlement Agreement, and (ii) GM’s compliance with such reporting and
disclosure requirements may require Delphi to, among other things, provide GM with certain
information and access to information. Delphi shall cooperate with GM to reach an agreement as
soon as practicable on the parameters of Delphi’s obligation to reasonably cooperate with GM to
enable GM to comply with its reporting and disclosure requirements under the US generally accepted
accounting principles and US federal securities rules and regulations.



 









 






     (b) Defaults and disputes arising under this section 7.05 or the agreement referred to in
subsection (a) hereto governing Delphi’s cooperation with GM’s reporting and disclosure
requirements shall be governed by and settled in accordance with section 7.11 of this Agreement.”




	16.	 	Effect of Amendment. On and after the date hereof, each reference in the Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the
Agreement shall be deemed to mean the Agreement as amended by this Amendment. This Amendment
shall operate as an amendment of the provisions of the Agreement referred to specifically
herein. The amendments to the Agreement contemplated by this Amendment are limited precisely
as written and shall not be deemed to be an amendment to any other terms or conditions of the
Agreement. Except as specifically amended by this Amendment and as set forth in the preceding
sentence, the Agreement, subject to the provisions of Article VI thereof, shall remain in full
force and effect. Except as expressly provided herein, this Amendment shall not be deemed to
be a waiver of, or consent to, or a modification or amendment of, any other term or condition
of the Agreement.
	 
	17.	 	Miscellaneous. The provisions of Sections 7.10, 7.11, 7.12, 7.13, 7.14, 7.16, 7.17,
7.18, 7.19, 7.20, 7.21, 7.22, 7.23, 7.24, 7.25, 7.26 and 7.27 of the Agreement shall apply to
this Amendment.





[Signature Page Follows]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their
respective officers thereunto duly authorized, all as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DELPHI CORPORATION	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	John D. Sheehan
	 	 	 	 	 	Name:
	 	Frederick A. Henderson	 	 
	 

	 	Title:
	 	Vice President, Chief
	 	 	 	 	 	Title:
	 	Vice Chairman and Chief	 	 
	 

	 	 	 	     Restructuring Officer
	 	 	 	 	 	 	 	     Financial Officer