EX-10(F)






EXHIBIT 10(f)




AMENDED AND RESTATED




MASTER RESTRUCTURING AGREEMENT




BETWEEN




DELPHI CORPORATION




AND




GENERAL MOTORS CORPORATION




DATED SEPTEMBER 12, 2008















 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	
ARTICLE I
	 
	 	 	 	 
	DEFINITIONS
	 
	 	 	 	 
	Section 1.01 “401K Matching”
	 	 	3	 
	Section 1.02 “Access Agreement”
	 	 	3	 
	Section 1.03 “Active Basic Life Insurance”
	 	 	3	 
	Section 1.04 “Actual Applicable Labor Reimbursement Percentage”
	 	 	3	 
	Section 1.05 “Actual Pre-Effective Date Subsidy”
	 	 	3	 
	Section 1.06 “Additional Labor Reimbursement”
	 	 	3	 
	Section 1.07 “Adjusted Sale Proceeds”
	 	 	4	 
	Section 1.08 “Adjustment Determination Date”
	 	 	4	 
	Section 1.09 “Adjustment Payment Calculation”
	 	 	4	 
	Section 1.10 “Adjustment Payment Date”
	 	 	4	 
	Section 1.11 “Administrative Costs — National Benefit Center”
	 	 	4	 
	Section 1.12 “Adrian Facility”
	 	 	4	 
	Section 1.13 “Affiliates”
	 	 	4	 
	Section 1.14 “Agreement”
	 	 	4	 
	Section 1.15 “Anaheim Facility”
	 	 	4	 
	Section 1.16 “Anderson Facility”
	 	 	4	 
	Section 1.17 “Applicable Hours”
	 	 	4	 
	Section 1.18 “Applicable Labor Reimbursement Percentage”
	 	 	5	 
	Section 1.19 “Applicable Production Cash Burn Percentage”
	 	 	5	 
	Section 1.20 “Applicable Workers’ Compensation”
	 	 	5	 
	Section 1.21 “Approved Annual Amount”
	 	 	5	 
	Section 1.22 “Article III Dispute”
	 	 	5	 
	Section 1.23 “Assignment and Assumption Agreement — Industrial Revenue Bonds”
	 	 	5	 
	Section 1.24 “Assumed Liabilities”
	 	 	5	 
	Section 1.25 “Athens Facility”
	 	 	5	 
	Section 1.26 “Bankruptcy Code”
	 	 	5	 
	Section 1.27 “Bankruptcy Court”
	 	 	5	 
	Section 1.28 “Bankruptcy Rules”
	 	 	6	 
	Section 1.29 “Base Monthly Warranty Level”
	 	 	6	 
	Section 1.30 “Bereavement Leave”
	 	 	6	 
	Section 1.31 “Booked Business”
	 	 	6	 
	Section 1.32 “Business Closing Date”
	 	 	6	 
	Section 1.33 “Business Optionee”
	 	 	6	 
	Section 1.34 “Business Optionees”
	 	 	6	 
	Section 1.35 “Business Optionor”
	 	 	6	 
	Section 1.36 “Business Outside Date”
	 	 	6	 
	Section 1.37 “Business Transaction”
	 	 	6	 
	Section 1.38 “Brookhaven Facility”
	 	 	6	 








 




			
	*	 	Portion of Exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.















 






	 	 	 	 	 
	 	 	Page
	Section 1.39 “BTAB Process”
	 	 	6	 
	Section 1.40 “Cancellation Claims”
	 	 	6	 
	Section 1.41 “Capital Procurement Agreement”
	 	 	6	 
	Section 1.42 “Capital Procurement Payment”
	 	 	6	 
	Section 1.43 “Chapter 11 Cases”
	 	 	7	 
	Section 1.44 “Clinton Facility”
	 	 	7	 
	Section 1.45 “Closing Date”
	 	 	7	 
	Section 1.46 “COLA”
	 	 	7	 
	Section 1.47 “Columbus Facility”
	 	 	7	 
	Section 1.48 “Component Parts”
	 	 	7	 
	Section 1.49 “Confirmation Order”
	 	 	7	 
	Section 1.50 “Contract Term”
	 	 	7	 
	Section 1.51 “Contractual Savings”
	 	 	7	 
	Section 1.52 “Contribution Date”
	 	 	7	 
	Section 1.53 “Coopersville Facility”
	 	 	7	 
	Section 1.54 “DAS”
	 	 	7	 
	Section 1.55 “Debtors”
	 	 	7	 
	Section 1.56 “Delphi”
	 	 	7	 
	Section 1.57 “Delphi Assets”
	 	 	7	 
	Section 1.58 “Delphi Automotive Systems Business”
	 	 	8	 
	Section 1.59 “Delphi Material Impact”
	 	 	8	 
	Section 1.60 “Delphi Guaranty Parties”
	 	 	8	 
	Section 1.61 “Delphi Notice”
	 	 	8	 
	Section 1.62 “Delphi Parties”
	 	 	8	 
	Section 1.63 “Delphi Plan”
	 	 	8	 
	Section 1.64 “Delphi Products “
	 	 	8	 
	Section 1.65 “Delphi-Related Parties”
	 	 	8	 
	Section 1.66 “Delphi Retained Employment Liabilities”
	 	 	8	 
	Section 1.67 “Delphi Supplier Cancellation Claims”
	 	 	8	 
	Section 1.68 “Delphi Suppliers”
	 	 	8	 
	Section 1.69 “Disability/Sickness & Accident”
	 	 	9	 
	Section 1.70 “Dispute Resolution Termination Date”
	 	 	9	 
	Section 1.71 “DTI”
	 	 	9	 
	Section 1.72 “Effective Date”
	 	 	9	 
	Section 1.73 “Employer Taxes”
	 	 	9	 
	Section 1.74 “Employment Outside Date”
	 	 	9	 
	Section 1.75 “Employment Party”
	 	 	9	 
	Section 1.76 “Employment Transfer”
	 	 	9	 
	Section 1.77 “Employment Transfer Facility”
	 	 	9	 
	Section 1.78 “Encumbrance”
	 	 	9	 
	Section 1.79 “Environmental Matters Agreement”
	 	 	9	 
	Section 1.80 “Excess Interiors Proceeds”
	 	 	9	 
	Section 1.81 “Excess Labor Costs”
	 	 	10	 
	Section 1.82 “Excess Sandusky Proceeds”
	 	 	10	 
	Section 1.83 “Excess Steering Proceeds”
	 	 	10	 
	Section 1.84 “Existing Agreements”
	 	 	10	 






ii









 






	 	 	 	 	 
	 	 	Page
	Section 1.85 “Financial Services Supply Agreement”
	 	 	10	 
	Section 1.86 “Fitzgerald Facility”
	 	 	10	 
	Section 1.87 “Flint East Facility”
	 	 	10	 
	Section 1.88 “Flint West Facility”
	 	 	10	 
	Section 1.89 “Footprint Facilities”
	 	 	10	 
	Section 1.90 “Global Interiors & Closures Business”
	 	 	10	 
	Section 1.91 “Global Sourcing”
	 	 	11	 
	Section 1.92 “Global Steering Business”
	 	 	11	 
	Section 1.93 “GM GPSC”
	 	 	12	 
	Section 1.94 “GM Parties”
	 	 	12	 
	Section 1.95 “GM Purchase Order”
	 	 	12	 
	Section 1.96 “GM-Related Parties”
	 	 	12	 
	Section 1.97 “GM Suppliers”
	 	 	12	 
	Section 1.98 “Grand Rapids Facility”
	 	 	12	 
	Section 1.99 “Guaranteed Agreements”
	 	 	13	 
	Section 1.100 “Holiday”
	 	 	13	 
	Section 1.101 “Home Avenue Facility”
	 	 	13	 
	Section 1.102 “IAM MOU”
	 	 	13	 
	Section 1.103 “IBEW MOUs”
	 	 	13	 
	Section 1.104 “Including” or “including”
	 	 	13	 
	Section 1.105 “Income Tax Allocation Agreement”
	 	 	13	 
	Section 1.106 “Independence Week”
	 	 	13	 
	Section 1.107 “Information”
	 	 	13	 
	Section 1.108 “Initial Payment Date”
	 	 	13	 
	Section 1.109 “Initial Sale Proceeds”
	 	 	13	 
	Section 1.110 “Intellectual Property Contracts Transfer Agreement”
	 	 	14	 
	Section 1.111 “Intellectual Property License Agreement”
	 	 	14	 
	Section 1.112 “Intellectual Property Transfer Agreement”
	 	 	14	 
	Section 1.113 “Interiors Advance”
	 	 	14	 
	Section 1.114 “Invoice Delivery Date”
	 	 	14	 
	Section 1.115 “IP License”
	 	 	14	 
	Section 1.116 “IUE-CWA”
	 	 	14	 
	Section 1.117 “IUE-CWA Business”
	 	 	14	 
	Section 1.118 “IUE-CWA Keep Facilities”
	 	 	14	 
	Section 1.119 “IUE-CWA MOU”
	 	 	14	 
	Section 1.120 “IUOE MOUs”
	 	 	14	 
	Section 1.121 “ JOBs banks “
	 	 	15	 
	Section 1.122 “Jury Duty”
	 	 	15	 
	Section 1.123 “Kettering Facility”
	 	 	15	 
	Section 1.124 “Kokomo Facility”
	 	 	15	 
	Section 1.125 “Labor Cost Amount”
	 	 	15	 
	Section 1.126 “Labor Cost Line Items”
	 	 	16	 
	Section 1.127 “Labor MOUs”
	 	 	16	 
	Section 1.128 “Laurel Facility”
	 	 	16	 
	Section 1.129 “Liquidity Support Agreement”
	 	 	16	 
	Section 1.130 “Lockport Facility”
	 	 	16	 






iii









 






	 	 	 	 	 
	 	 	Page
	Section 1.131 “Management Controls of Employee Costs”
	 	 	16	 
	Section 1.132 “Master Separation Agreement”
	 	 	17	 
	Section 1.133 “Mexican Business”
	 	 	17	 
	Section 1.134 “Military Leave”
	 	 	17	 
	Section 1.135 “Milwaukee E&C Facility”
	 	 	17	 
	Section 1.136 “Milwaukee E&S Facility”
	 	 	17	 
	Section 1.137 “MNS-2 Payment”
	 	 	17	 
	Section 1.138 “Moraine Facility”
	 	 	17	 
	Section 1.139 “MRA Consummation Date”
	 	 	17	 
	Section 1.140 “Needmore Road Facility”
	 	 	17	 
	Section 1.141 “Net-15th Prox”
	 	 	17	 
	Section 1.142 “Net Working Capital”
	 	 	18	 
	Section 1.143 “Night Shift Premium”
	 	 	18	 
	Section 1.144 “Non-GM Business”
	 	 	18	 
	Section 1.145 “Non-Income Tax Indemnification Agreement”
	 	 	18	 
	Section 1.146 “OE”
	 	 	18	 
	Section 1.147 “OE Parts”
	 	 	18	 
	Section 1.148 “Olathe Facility”
	 	 	18	 
	Section 1.149 “Option Designee”
	 	 	18	 
	Section 1.150 “Original Agreements”
	 	 	18	 
	Section 1.151 “Original Restructuring Agreement”
	 	 	18	 
	Section 1.152 “Outstanding GM Purchase Order”
	 	 	18	 
	Section 1.153 “Overtime Premium”
	 	 	18	 
	Section 1.154 “Paid Pre-Effective Date Subsidy”
	 	 	18	 
	Section 1.155 “Party” or “Parties”
	 	 	18	 
	Section 1.156 “PAYGO Health Care”
	 	 	18	 
	Section 1.157 “Performance Bonus”
	 	 	19	 
	Section 1.158 “Permitted Encumbrance”
	 	 	19	 
	Section 1.159 “Person”
	 	 	19	 
	Section 1.160 “Petition Date”
	 	 	19	 
	Section 1.161 “Plan”
	 	 	19	 
	Section 1.162 “Possessor”
	 	 	19	 
	Section 1.163 “Post 2009 Workers’ Compensation”
	 	 	19	 
	Section 1.164 “Pre-Effective Date Subsidy Statement”
	 	 	20	 
	Section 1.165 “Prior Relationship”
	 	 	20	 
	Section 1.166 “Production Cash Burn”
	 	 	20	 
	Section 1.167 “Profit Sharing”
	 	 	20	 
	Section 1.168 “Proposed Purchaser”
	 	 	20	 
	Section 1.169 “PRP Employees”
	 	 	20	 
	Section 1.170 “Red Circle Period”
	 	 	20	 
	Section 1.171 “Reimbursement Adjustment Amount”
	 	 	20	 
	Section 1.172 “Related Parties”
	 	 	21	 
	Section 1.173 “Requestor”
	 	 	21	 
	Section 1.174 “Restructuring Dispute”
	 	 	21	 
	Section 1.175 “Retained Liabilities”
	 	 	21	 
	Section 1.176 “Retention Period”
	 	 	21	 






iv









 






	 	 	 	 	 
	 	 	Page
	Section 1.177 “Rochester Facility”
	 	 	21	 
	Section 1.178 “Saginaw E&C Assets”
	 	 	21	 
	Section 1.179 “Saginaw E&C Facility”
	 	 	21	 
	Section 1.180 “Saginaw Steering Facility”
	 	 	21	 
	Section 1.181 “Sale Businesses”
	 	 	21	 
	Section 1.182 “Sale Facility”
	 	 	22	 
	Section 1.183 “Sale Proceeds”
	 	 	22	 
	Section 1.184 “Sandusky Advance”
	 	 	22	 
	Section 1.185 “Sandusky Business”
	 	 	22	 
	Section 1.186 “Sandusky Facility”
	 	 	23	 
	Section 1.187 “Separation Costs”
	 	 	23	 
	Section 1.188 “SEPO”
	 	 	23	 
	Section 1.189 “Settlement Agreement”
	 	 	23	 
	Section 1.190 “Severance”
	 	 	23	 
	Section 1.191 “Standard GM Terms”
	 	 	23	 
	Section 1.192 “Straight Time”
	 	 	23	 
	Section 1.193 “Steering Advance”
	 	 	23	 
	Section 1.194 “Suggestion Awards”
	 	 	23	 
	Section 1.195 “Supplemental Unemployment Benefits”
	 	 	23	 
	Section 1.196 “Support End Date”
	 	 	24	 
	Section 1.197 “Support Facilities”
	 	 	24	 
	Section 1.198 “Support Period”
	 	 	24	 
	Section 1.199 “Tooling”
	 	 	24	 
	Section 1.200 “Trademark and Trade Name Agreement”
	 	 	24	 
	Section 1.201 “Training and Legal”
	 	 	24	 
	Section 1.202 “Transaction Facilitation Agreement”
	 	 	24	 
	Section 1.203 “Transformation Plan”
	 	 	24	 
	Section 1.204 “UAW”
	 	 	24	 
	Section 1.205 “UAW Footprint Facilities”
	 	 	24	 
	Section 1.206 “UAW Keep Business”
	 	 	25	 
	Section 1.207 “UAW Keep Facilities”
	 	 	25	 
	Section 1.208 “UAW MOU”
	 	 	25	 
	Section 1.209 “UAW Sale Business”
	 	 	25	 
	Section 1.210 “UAW Wind-down Facilities”
	 	 	25	 
	Section 1.211 “Unrecovered Separation Costs”
	 	 	25	 
	Section 1.212 “Unsold Business”
	 	 	25	 
	Section 1.213 “USW”
	 	 	25	 
	Section 1.214 “USW MOUs”
	 	 	25	 
	Section 1.215 “Vacation”
	 	 	25	 
	Section 1.216 “Vandalia Facility”
	 	 	25	 
	Section 1.217 “Warranty Settlement Agreement”
	 	 	25	 
	Section 1.218 “Warren Facility”
	 	 	26	 
	Section 1.219 “Wichita Falls Facility”
	 	 	26	 
	Section 1.220 “Wind-down Facilities”
	 	 	26	 






v









 






	 	 	 	 	 
	 	 	Page
	
ARTICLE II
	 
	 	 	 	 
	CERTAIN EXHIBITS TO BE FILED UNDER SEAL
	 
	 	 	 	 
	Section 2.01 Identification of Exhibits to the Filed Under Seal
	 	 	27	 
	 
	 	 	 	 
	
ARTICLE III
	 
	 	 	 	 
	REVENUE PLAN
	 
	 	 	 	 
	Section 3.01 Existing Agreements
	 	 	28	 
	Section 3.02 Contract Extensions
	 	 	29	 
	Section 3.03 Price Down Arrangements
	 	 	29	 
	Section 3.04 New Business Awards at UAW Keep Facilities
	 	 	30	 
	Section 3.05 New Business Awards at IUE-CWA Keep Facilities
	 	 	30	 
	Section 3.06 Reserved
	 	 	30	 
	Section 3.07 Other New Business Awards
	 	 	30	 
	Section 3.08 First Opportunity Process
	 	 	30	 
	Section 3.09 Pricing and Other Business Terms for Certain Booked
Business and New Business Awards
	 	 	30	 
	Section 3.10 Dispute Resolution
	 	 	31	 
	Section 3.11 Limitations on Global Sourcing
	 	 	31	 
	Section 3.12 Bidding Opportunities
	 	 	32	 
	Section 3.13 Temporary Acceleration of Payment Terms
	 	 	33	 
	Section 3.14 Keep Site Right of Last Refusal
	 	 	33	 
	 
	 	 	 	 
	
ARTICLE IV
	 
	 	 	 	 
	FACILITIES PORTFOLIO
	 
	 	 	 	 
	Section 4.01 Labor Reimbursement
	 	 	34	 
	Section 4.02 Production Cash Burn Breakeven
	 	 	36	 
	Section 4.03 Sunset Requirements
	 	 	40	 
	Section 4.04 GM Working Capital Backstop for Sale Facilities
	 	 	42	 
	Section 4.05 Additional Terms Regarding Sale Facilities
	 	 	47	 
	Section 4.06 Treatment of Unsold Businesses and the Transfer of Certain Employees
	 	 	48	 
	Section 4.07 Additional Terms Regarding Wind-Down Facilities
	 	 	56	 
	Section 4.08 Additional Terms Regarding Footprint Facilities
	 	 	56	 
	Section 4.09 Additional Terms Regarding UAW Keep Facilities
	 	 	56	 
	 
	 	 	 	 
	
ARTICLE V
	 
	 	 	 	 
	TREATMENT OF LEGACY AGREEMENTS; ORDINARY COURSE MATTERS;
INDEMNIFICATION
	 
	 	 	 	 
	Section 5.01 Disposition of Agreements with GM
	 	 	57	 
	Section 5.02 Limitation of Existing Indemnification Obligations
	 	 	62	 






vi









 






	 	 	 	 	 
	 	 	Page
	Section 5.03 Reserved
	 	 	62	 
	Section 5.04 Reserved
	 	 	62	 
	Section 5.05 Reserved
	 	 	62	 
	Section 5.06 Access to Information
	 	 	62	 
	Section 5.07 Record Retention
	 	 	63	 
	Section 5.08 Reimbursement
	 	 	64	 
	Section 5.09 Product Liability Claims
	 	 	65	 
	Section 5.10 Cooperation
	 	 	66	 
	Section 5.11 Continuation of Limited Employee Related Matters
	 	 	67	 
	
ARTICLE VI
	 
	 	 	 	 
	ACCESS AGREEMENT AND KEEP SITE FACILITATION PAYMENTS
	 
	 	 	 	 
	Section 6.01 Access Agreement
	 	 	67	 
	Section 6.02 Keep Site Facilitation Payments
	 	 	68	 
	 
	 	 	 	 
	
ARTICLE VII
	 
	 	 	 	 
	EFFECTIVENESS
	 
	 	 	 	 
	Section 7.01 Effectiveness
	 	 	68	 
	 
	 	 	 	 
	
ARTICLE VIII
	 
	 	 	 	 
	MISCELLANEOUS
	 
	 	 	 	 
	Section 8.01 On-Going Setoff Provisions
	 	 	68	 
	Section 8.02 Termination Provisions
	 	 	69	 
	Section 8.03 Guaranty by Delphi
	 	 	69	 
	Section 8.04 Continued Ownership of DAS
	 	 	71	 
	Section 8.05 Cooperation with Financial Reporting
	 	 	71	 
	Section 8.06 Cancellation Claims
	 	 	72	 
	Section 8.07 Tooling Acknowledgment
	 	 	72	 
	Section 8.08 Reserved
	 	 	73	 
	Section 8.09 No Undisclosed Agreements or Commitments
	 	 	73	 
	Section 8.10 Governing Law; Jurisdiction; Venue
	 	 	73	 
	Section 8.11 Dispute Resolution
	 	 	73	 
	Section 8.12 No Solicitation
	 	 	73	 
	Section 8.13 Negotiations Not Admissible
	 	 	74	 
	Section 8.14 Specific Performance
	 	 	74	 
	Section 8.15 Representations and Warranties of Delphi and GM
	 	 	74	 
	Section 8.16 Waiver; Modification; Amendment
	 	 	74	 
	Section 8.17 Binding Effect; Assignments
	 	 	74	 
	Section 8.18 Third Party Beneficiaries
	 	 	75	 
	Section 8.19 Notices
	 	 	75	 
	Section 8.20 Waiver of Right to Trial by Jury
	 	 	76	 






vii









 






	 	 	 	 	 
	 	 	Page
	Section 8.21 Service of Process
	 	 	76	 
	Section 8.22 Interpretation
	 	 	77	 
	Section 8.23 Expenses
	 	 	77	 
	Section 8.24 Entire Agreement; Parties’ Intentions; Construction
	 	 	77	 
	Section 8.25 Severability
	 	 	77	 
	Section 8.26 Headings
	 	 	78	 
	Section 8.27 Counterparts
	 	 	78	 






viii









 






EXHIBITS




	 	 	 
	Exhibit 1.24*

	 	Assumed Liabilities
	 
	 	 
	Exhibit 1.175*

	 	Retained Liabilities
	 
	 	 
	Exhibit 1.178

	 	Excluded Saginaw Assets
	 
	 	 
	Exhibit 1.187*

	 	Separation Costs
	 
	 	 
	Exhibit 3.01(a)(i)*

	 	Outstanding GM Purchase Orders
	 
	 	 
	Exhibit 3.01(b)*

	 	Recently Awarded Business
	 
	 	 
	Exhibit 3.01(b)(i)*

	 	Booked Business Pricing to Be Agreed
	 
	 	 
	Exhibit 3.02*

	 	Contract Extensions
	 
	 	 
	Exhibit 3.03(a)*

	 	Changes in Manufacturing Location
	 
	 	 
	Exhibit 3.07*

	 	New Business Awards
	 
	 	 
	Exhibit 3.08(a)*

	 	FOP Programs
	 
	 	 
	Exhibit 3.08(b)*

	 	First Opportunity Process
	 
	 	 
	Exhibit 3.12

	 	Sites That Are on New Business Hold As of
September 11, 2008
	 
	 	 
	Exhibit 3.14*

	 	ROLR
	 
	 	 
	Exhibit 4.01(a)

	 	Form of Monthly Invoice for Excess Labor Costs
	 
	 	 
	Exhibit 4.02(b)*

	 	Form of Monthly Invoice for the Aggregate Amount
of the Applicable Cash Burn Percentage of
Production Cash Burn Incurred at all Support
Facilities
	 
	 	 
	Exhibit 4.02(i)*

	 	Letter from Bill Hurles, of GM, to Jeff
Paprocki, of Delphi, dated February 1, 2007
	 
	 	 
	Exhibit 5.01(a)(i)

	 	Environmental Matters Agreement between Delphi
Automotive Systems Corporation (n/k/a Delphi)
and GM, dated as of “October 1998”
	 
	 	 
	Exhibit 5.01(a)(iv)

	 	Amended and Restated Agreement for the
Allocation of United States Federal, State and
Local Income Taxes dated as of December 16, 1998
between Delphi Automotive Systems Corporation
(n/k/a Delphi) and GM
	 
	 	 
	Exhibit 5.01(a)(v)

	 	Agreement for Indemnification of United States
Federal, State and Local Non-Income Taxes dated
as of December 16, 1998 between Delphi
Automotive Systems Corporation (n/k/a Delphi)
and GM
	 
	 	 
	Exhibit 5.01(a)(vi)

	 	Assignment and Assumption Agreement
— Industrial
Development Bonds dated as of January 1, 1999
between DAS and GM
	 
	 	 
	Exhibit 5.01(a)(vii)(i)

	 	Lease Agreement dated as of May 1, 2000 between
Delphi Canada Inc. and General Motors of Canada
Limited, as amended August 1, 2002








 




			
	*	 	Portion of Exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.















 






	 	 	 
	Exhibit 5.01(a)(vii)(ii)

	 	Oshawa Labour & Management Agreement between
Delphi Canada, Inc. and General Motors Canada
Limited dated as of May 1, 2000.
	 
	 	 
	Exhibit 5.01(a)(vii)(iii)

	 	Administrative Services Agreement between Delphi
Canada, Inc. and General Motors Canada Limited
dated as of May 1, 2000.
	 
	 	 
	Exhibit 5.01(a)(viii)

	 	Trademark and Trade Name Agreement dated as of
January 1, 1999 between Delphi Automotive
Systems Corporation (n/k/a Delphi), DAS, and GM
	 
	 	 
	Exhibit 5.01(a)(ix)

	 	Intellectual Property Contracts Transfer
Agreement dated as of December 4, 1998, between
DTI and GM, as amended October 31, 2001
	 
	 	 
	Exhibit 5.01(a)(x)

	 	Intellectual Property License Agreement dated as
of December 4, 1998, between DTI and GM
	 
	 	 
	Exhibit 5.01(a)(xi)

	 	Intellectual Property Transfer Agreement dated
as of December 4, 1998 between DTI and GM
	 
	 	 
	Exhibit 5.01(a)(xii)

	 	Technology Transfer Agreement dated December 4,
1998, between DTI and GM
	 
	 	 
	Exhibit 5.01(a)(xiv)

	 	Real Estate Assignment and Assumption Agreements
	 
	 	 
	Exhibit 5.01(b)(i)

	 	UAW — GM — Delphi Memorandum of Understanding
Regarding Benefit Plan Treatment between UAW,
GM, and Delphi Automotive Systems Corporation
(n/k/a Delphi) dated September 30, 1999
	 
	 	 
	Exhibit 5.01(b)(ii)

	 	Letter agreement dated March 4, 1999 between
Delphi and GM concerning certain asbestos
liability, as supplemented by letter agreement
dated May 10, 1999 between Delphi and GM
	 
	 	 
	Exhibit 5.01(b)(iii)

	 	Investment Tax Credit Transfer Agreement dated
December 8, 2000 between Delphi Automotive
Systems Corporation (n/k/a Delphi) and GM
	 
	 	 
	Exhibit 5.01(b)(iv)

	 	Management Services Agreement dated September
19, 2002, as amended, among Delphi Corporation
and General Motors Management Corporation,
Delphi Mechatronic Systems, Inc., Packard-Hughes
Interconnect Company and ASEC Manufacturing






ii









 






	 	 	 
	Exhibit 5.01(b)(v)

	 	Battery Facilitation Agreement – Transaction
Summary dated as of March 21, 2005 between
Delphi and GM
	 
	 	 
	Exhibit 5.01(b)(vi)

	 	Agreement dated as of June 3, 2005 between
Delphi and GM concerning certain matters related
to Collins & Aikman Corporation
	 
	 	 
	Exhibit 5.11(c)

	 	Certain Employment Related Claims
	 
	 	 
	Exhibit 6.01*

	 	Access Agreement Term Sheet







iii









 








AMENDED AND RESTATED MASTER RESTRUCTURING AGREEMENT




          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.




RECITALS




          WHEREAS, on October 8, 2005 and October 14, 2005, the Debtors commenced the Chapter 11 Cases
in the Bankruptcy Court for the purpose of restructuring their businesses and related financial
obligations pursuant to an overall transformation strategy (the “Transformation Plan”) that
would incorporate the following structural components:





	 	(i)	 	Modification of Delphi’s labor agreements;
	 
	 	(ii)	 	Allocation of responsibilities between Delphi and GM concerning
(a) certain legacy obligations, including various pension and other
post-employment benefit obligations; (b) costs associated with the
transformation of the Debtors’ business (including the provision of financial
and other forms of support by GM in connection with certain businesses that
Delphi shall retain and certain businesses that Delphi intends to sell or wind
down); (c) the restructuring of ongoing contractual relationships; and (d) the
amount and treatment of GM’s claims in the Chapter 11 Cases;
	 
	 	(iii)	 	Streamlining of Delphi’s product portfolio to capitalize on
its world-class technology and market strengths and making the necessary
manufacturing alignment with Delphi’s new focus;
	 
	 	(iv)	 	Transformation of Delphi’s salaried work force in keeping with
a sustainable cost structure and streamlined product portfolio; and
	 
	 	(v)	 	Resolution of Delphi’s pension issues.





          WHEREAS, the Parties have an extensive commercial relationship and an intertwined corporate
and organizational history which has given rise to certain alleged claims and causes of action.
Prior to 1999, GM operated Delphi’s businesses through various divisions and subsidiaries. Delphi
was incorporated as a wholly owned subsidiary of GM in 1998. Effective January 1, 1999, GM
transferred the assets and liabilities of certain divisions and subsidiaries to Delphi in
accordance with the terms of a Master Separation Agreement between Delphi and GM. GM remains
Delphi’s single largest customer, and Delphi is GM’s single largest supplier. Accordingly,
resolution of the issues identified in clause (ii) of the first Recital is critical to the success
of Delphi’s restructuring and vitally important to GM.














 








          WHEREAS, the Parties entered into that certain Master Restructuring Agreement dated September
6, 2007 and amended December 7, 2007 (the “Original Restructuring Agreement”) and that
certain Global Settlement Agreement dated as of September 6, 2007 and amended as of December 7,
2007 (together with the Original Restructuring Agreement, the “Original Agreements”) to
settle various disputes and compromise claims.




          WHEREAS, the Effective Date (as defined in each of the Original Agreements) has not occurred.




          WHEREAS, subject to the requirements of Bankruptcy Rule 9019, the Parties have determined to
settle various disputes and compromise certain claims as provided by two principal agreements that
will replace the Original Agreements: (i) the Settlement Agreement and (ii) this Agreement (which
is an exhibit to the Settlement Agreement and incorporated in its entirety by reference therein).
The Settlement Agreement (including this Agreement) provides that the Parties shall perform the
obligations set forth therein, financial or otherwise, in exchange for, among other things, the
mutual releases of the Parties, their subsidiaries and Affiliates, and various third parties from
all claims and causes of action other than as specified in the Settlement Agreement.




          WHEREAS, the Settlement Agreement (other than this Agreement) addresses primarily those
matters for which the Parties have agreed upon resolutions that can be implemented in the short
term. Accordingly, most obligations set forth in the Settlement Agreement (other than this
Agreement) are to be performed upon, or as soon as reasonably practicable after, the occurrence of
the Effective Date. By contrast, resolution of most of the matters addressed in this Agreement
shall require a significantly longer period that shall extend for a number of years after
confirmation of a Delphi Plan. Performance of the obligations set forth in this Agreement is
critical to the successful implementation of the Debtors’ Transformation Plan and is also vitally
important to GM.




          WHEREAS, GM will work cooperatively with Delphi in good faith to address issues relating to
competitiveness at the UAW Keep Facilities after the expiration of the current collective
bargaining agreements referenced in the applicable Labor MOUs.




          WHEREAS, the effectiveness of this Agreement is conditioned on the approval of the Bankruptcy
Court and the satisfaction of other conditions set forth herein.




          NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and
agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which the Parties acknowledge, and subject to the terms and conditions hereof, the
Parties, intending to be legally bound, hereby agree that the Original Restructuring Agreement is
hereby amended and restated to read as follows:




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ARTICLE I




DEFINITIONS




     Section 1.01 “401K Matching” shall mean cash paid by Delphi related to company match of
employee contributions to employee retirement accounts pursuant to the applicable collective
bargaining agreement, to hourly employees during the time period included in calculating the Labor
Cost Amount.



     Section 1.02 “Access Agreement” shall have the meaning ascribed to such term in Section
6.01 of this Agreement.



     Section 1.03 “Active Basic Life Insurance” shall mean Basic Life Insurance, as defined in
the applicable collective bargaining agreement, expenses accrued by Delphi to fund cash reserves
maintained by METLife (or any other basic life insurance provider used by Delphi), with respect to
hourly employees during the time period included in calculating the Labor Cost Amount.



     Section 1.04 “Actual Applicable Labor Reimbursement Percentage” shall be calculated (i) for
the calendar years 2008 through 2014, by (x) subtracting from the aggregate net sales across all
the UAW Keep Facilities for a given calendar year the greater of zero or the excess, if any, of the
Non-GM Business during such calendar year over the Approved Annual Amount, (y) dividing the
remainder by the aggregate net sales across the UAW Keep Facilities for such calendar year, and (z)
multiplying the quotient by 100 (i.e., (annual net sales – (the greater of zero or (Non-GM Business
minus Approved Annual Amount))/ annual net sales) x 100); and (ii) for the calendar year 2015, by
(x) subtracting from the aggregate net sales across all the UAW Keep Facilities from January 1,
2015 through September 14, 2015 the greater of zero or the excess, if any, of the Non-GM Business
during such period over the Approved Annual Amount, (y) dividing the remainder by the aggregate net
sales across the UAW Keep Facilities from January 1, 2015 through September 14, 2015, and (z)
multiplying the quotient by 100.



     Section 1.05 “Actual Pre-Effective Date Subsidy” shall have the meaning ascribed to such
term in section 4.01(b)(i) of this Agreement.



     Section 1.06 “Additional Labor Reimbursement” shall mean reimbursement of Delphi’s actual
costs for Disability/Sickness & Accident, Supplemental Unemployment Benefits, Severance and Post
2009 Workers’ Compensation incurred after January 1, 2009 for Delphi’s UAW represented hourly
active and inactive (current and former) employees at all UAW facilities based on work performed by
such employees regardless of when such liability arose, it being understood and agreed that the
Additional Labor Reimbursement is in addition to (but not duplicative of) reimbursement of Excess
Labor Costs and Production Cash Burn and that the items which are included in both Additional Labor
Reimbursement and Excess Labor Costs or Production Cash Burn shall continue as part of the
Additional Labor Reimbursement at such time as they are no longer payable as part of Excess Labor
Costs or Production Cash Burn.



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     Section 1.07 “Adjusted Sale Proceeds” shall mean the amount of the Sale Proceeds from the
sale of any of the Sale Businesses following and taking into account any post-closing
adjustments related to Net Working Capital, future gainsharing mechanisms or any other adjustments
provided for in any purchase agreement between Delphi and the buyer; provided that Delphi shall use
commercially reasonable efforts to mitigate any unfavorable post-closing adjustments.



     Section 1.08 “Adjustment Determination Date” shall mean(a) the date or dates determination
of any post-closing adjustments to the Sale Proceeds, including payments relating to any
gainsharing mechanism, should be known or can be determined, or (b) 30 days after any measurement
or reassessment date of Net Working Capital.



     Section 1.09 “Adjustment Payment Calculation” shall have the meaning given in Section
4.04(i).



     Section 1.10 “Adjustment Payment Date” shall mean the date that is 30 days after Delphi’s
delivery of an Adjustment Payment Calculation.



     Section 1.11 “Administrative Costs – National Benefit Center” shall mean accruals to fund a
reserve to make cash payments by Delphi for administrative services provided for hourly employee
benefit plans as applied to employees by the National Benefit Center for the period to which the
calculation of the Labor Cost Amount applies.



     Section 1.12 “Adrian Facility” shall mean the facility located at 1450 East Beecher Street,
Adrian, Michigan 49221.



     Section 1.13 “Affiliates” shall mean, with respect to any entity, any other entity directly
or indirectly, controlling, controlled by or under direct or indirect common control with such
entity.



     Section 1.14 “Agreement” shall have the meaning ascribed to such term in the Preamble of
this Agreement.



     Section 1.15 “Anaheim Facility” shall mean the facility located at 1201 North Magnolia
Avenue, Anaheim, California 92801.



     Section 1.16 “Anderson Facility” shall mean the facility located at 2620 East 38th Street,
Anderson, Indiana 46016.



     Section 1.17 “Applicable Hours” shall mean the actual hours worked and estimated month end
hours accrued consistent with current payroll processes for all active hourly employees (including
straight time and overtime temporary employees, but excluding PRP Employees and employees in JOBs
banks or on layoff or leaves) of Delphi at all Delphi Facilities for which Delphi is eligible to
receive the labor reimbursement pursuant to section 4.01 hereof during any period referred to in
section 4.01(c) hereof; provided, however, that hours worked by hourly employees of
Delphi the cash expenditures in respect of which are not included in the definition of Labor Cost
Amount shall not be Applicable Hours.



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     Section 1.18 “Applicable Labor Reimbursement Percentage” shall mean (a) for any calendar
month during the calendar year 2008, 100%; and (b) for any calendar month during the calendar
years 2009 through 2015, the Actual Applicable Labor Reimbursement Percentage for the immediately
preceding calendar year.



     Section 1.19 “Applicable Production Cash Burn Percentage” shall mean (x) for any month
during which net sales to GM and GM’s direct and indirect tiered suppliers for GM production are
95% or more of such Support Facility’s total net sales, 100%; (y) for any month during which net
sales to GM and GM’s direct and indirect tiered suppliers for GM production are less than 95% of
such Support Facility’s total net sales and such Support Facility has net sales to any other
customer, the GM Percentage (as defined below); and (z) for any month in which a Support Facility
has no net sales to any customer, the percentage that applied to the last month in which such
Support Facility had net sales to any customer. “GM Percentage” shall mean the percentage
of a Support Facility’s total net sales comprised by net sales to GM and GM’s direct and indirect
tiered suppliers for GM production; provided, however, that for the last two (2)
months of GM production at any Support Facility, the GM Percentage shall be the Applicable
Production Cash Burn Percentage applicable to the month immediately preceding the last two months
of GM production at such Support Facility.



     Section 1.20 “Applicable Workers’ Compensation” shall mean accrued expenses by Delphi for
workers’ compensation claims related to workers’ compensation claims based on work performed on or
after January 1, 2006, by hourly employees for the time period included in calculating the Labor
Cost Amount.



     Section 1.21 “Approved Annual Amount” shall mean (i) for calendar years 2008 through 2014,
$240 million, unless GM and Delphi have otherwise agreed in writing, and (ii) for the period
commencing on January 1, 2015 and ending on September 14, 2015, $170 million, unless GM and Delphi
have otherwise agreed in writing.



     Section 1.22 “Article III Dispute” shall have the meaning ascribed to such term in section
3.10 of this Agreement.



     Section 1.23 “Assignment and Assumption Agreement – Industrial Revenue Bonds” shall have
the meaning ascribed to such term in section 5.01(a)(vi).



     Section 1.24 “Assumed Liabilities” shall have the meaning ascribed to such term on
Exhibit 1.24 to this Agreement.



     Section 1.25 “Athens Facility” shall mean the facilities consisting of two buildings
located on U.S. Highway 31 South, Athens, Alabama 35611.



     Section 1.26 “Bankruptcy Code” shall mean the Bankruptcy Reform Act of 1978, as amended and
codified in title 11 of the United States Code, 11 U.S.C. §§ 101-1330, as in effect on the Petition
Date.



     Section 1.27 “Bankruptcy Court” shall mean the United States Bankruptcy Court for the
Southern District of New York or such other court as may have jurisdiction over the Chapter 11
Cases.



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     Section 1.28 “Bankruptcy Rules” shall mean the Federal Rules of Bankruptcy Procedure.



     Section 1.29 “Base Monthly Warranty Level” shall have the meaning ascribed to such term in
section 4.02(e) of this Agreement.



     Section 1.30 “Bereavement Leave” shall mean cash paid by Delphi for paid time off for
specified bereavement periods, pursuant to the applicable collective bargaining agreement, to
hourly employees for the time period included in calculating the Labor Cost Amount.



     Section 1.31 “Booked Business” shall have the meaning ascribed to such term in section
3.01(b) of this Agreement.



     Section 1.32 “Business Closing Date” shall have the meaning set forth in section
4.06(a)(ii) of this Agreement.



     Section 1.33 “Business Optionee” shall have the meaning set forth in section 4.06(a)(i) of
this Agreement.



     Section 1.34 “Business Optionees” shall have the meaning set forth in section 4.06(a)(i) of
this Agreement.



     Section 1.35 “Business Optionor” shall have the meaning set forth in section 4.06(a)(i) of
this Agreement.



     Section 1.36 “Business Outside Date” shall have the meaning set forth in section
4.06(a)(vi) of this Agreement.



     Section 1.37 “Business Transaction” shall have the meaning set forth in section 4.06(a)(i)
of this Agreement.



     Section 1.38 “Brookhaven Facility” shall mean the facility located at 925 Industrial Park
Road, Brookhaven, Mississippi 39601.



     Section 1.39 “BTAB Process” shall have the meaning ascribed to such term in section 4.03(b)
of this Agreement.



     Section 1.40 “Cancellation Claims” shall have the meaning ascribed to such term in section
8.06(a) of this Agreement.



     Section 1.41 “Capital Procurement Agreement” shall mean the Capital Procurement Agreement,
dated June 5, 2007, between GM and Delphi.



     Section 1.42 “Capital Procurement Payment” shall mean the amount due from Delphi to GM
under that certain Capital Procurement Agreement dated June 5, 2007 pursuant to Delphi’s purchase
of the New Tooling and Equipment (as defined in the Capital Procurement Agreement) from GM in
connection with a sale of the Sandusky Business.



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     Section 1.43 “Chapter 11 Cases” shall mean the cases commenced by the Debtors on October 8,
2005, and October 14, 2005, under the Bankruptcy Code in the Bankruptcy Court.



     Section 1.44 “Clinton Facility” shall mean the facilities located at 1001 Clinton
Industrial Park, Clinton, Mississippi 39056.



     Section 1.45 “Closing Date” shall mean the date of closing of a sale of any of the Sale
Businesses.



     Section 1.46 “COLA” shall mean cash paid by Delphi for Cost of Living Allowance, as defined
in the applicable collective bargaining agreement, to hourly employees for the time period included
in calculating the Labor Cost Amount. The definition of the Labor Cost Amount shall not include
COLA after it ceases to be paid under the applicable collective bargaining agreement.



     Section 1.47 “Columbus Facility” shall mean the facility located at 200 Georgesville Road,
Columbus, Ohio 43228.



     Section 1.48 “Component Parts” shall have the meaning ascribed to such term in section
3.01(a) hereof.



     Section 1.49 “Confirmation Order” shall mean the order entered by the Bankruptcy Court
confirming the Plan under section 1129 of the Bankruptcy Code.



     Section 1.50 “Contract Term” shall have the meaning ascribed to such term in section
3.01(b).



     Section 1.51 “Contractual Savings” shall have the meaning ascribed to such term in section
3.01(e).



     Section 1.52 “Contribution Date” shall have the meaning ascribed to such term in section
5.06 of this Agreement.



     Section 1.53 “Coopersville Facility” shall mean the facility located at 999 Randall Road,
Coopersville, Michigan 49404.



     Section 1.54 “DAS” shall mean Delphi Automotive Systems LLC, a Delaware limited liability
company.



     Section 1.55 “Debtors” shall mean Delphi Corporation and its subsidiaries and Affiliates
operating as debtors and debtors-in-possession in the Chapter 11 Cases.



     Section 1.56 “Delphi” shall have the meaning ascribed to such term in the Preamble of this
Agreement.



     Section 1.57 “Delphi Assets” shall mean all assets contributed or transferred to Delphi or
its Affiliates at the Contribution Date.



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     Section 1.58 “Delphi Automotive Systems Business” means the business conducted by the
Delphi Automotive Systems Sector of GM at any time on or before the Contribution Date.



     Section 1.59 “Delphi Material Impact” shall have the meaning ascribed to such term in
section 8.03(e) of this Agreement.



     Section 1.60 “Delphi Guaranty Parties” shall have the meaning ascribed to such term in
section 8.03(a) of this Agreement.



     Section 1.61 “Delphi Notice” shall have the meaning ascribed to such term in section
8.03(e) of this Agreement.



     Section 1.62 “Delphi Parties” shall mean Delphi and any and all of its subsidiaries and
Affiliates.



     Section 1.63 “Delphi Plan” shall mean any Plan proposed or supported by Delphi.



     Section 1.64 “Delphi Products “ shall have the meaning ascribed to such term in section
5.09(a) of this Agreement.



     Section 1.65 “Delphi-Related Parties” shall mean the Debtors, the estates of the Debtors as
created under Bankruptcy Code section 541, the Delphi Hourly-Rate Employees Pension Plan, the
Delphi Health Care Program for Hourly Employees, the Delphi Life and Disability Benefits Program
for Hourly Employees, any other Delphi pension or welfare benefit plan, and each of their
respective current and former principals, officers, directors, agents, employees, advisors, and
representatives (including any attorneys, financial advisors, investment bankers, and other
professionals retained by such persons or entities) in their respective capacities.



     Section 1.66 “Delphi Retained Employment Liabilities” shall mean all liabilities and
obligations relating to employees and former employees at the Employment Transfer Facilities
arising from acts or events relating to employment occurring on or before the date the Employment
Transfer takes place (regardless of when any related claim is made), all Delphi obligations under
the UAW Benefit Guarantee Term Sheet, all accrued or vested pension benefits, all Delphi
obligations for retired employees or employees who are PRP participants, all WARN Act notice
obligations arising from the transactions contemplated in section 4.06 hereof, and all Delphi
obligations under the SAP and SAP-T; provided, however, that Delphi Retained
Employment Liabilities shall not include liabilities that have been assumed by GM with respect to
any present or former Delphi employees pursuant to this Agreement or the Settlement Agreement. For
the avoidance of doubt, obligations under Section 2.02(d) of the Settlement Agreement which are
attributable to periods after the date the Employment Transfer takes place shall be assumed by the
applicable Employment Party.



     Section 1.67 “Delphi Supplier Cancellation Claims” shall have the meaning ascribed to such
term in section 8.06(b) of this Agreement.



     Section 1.68 “Delphi Suppliers” shall mean any and all entities that supply components,
component systems, goods, or services to Delphi Parties.



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     Section 1.69 “Disability/Sickness & Accident” shall mean cash paid by Delphi for sickness
and accident and accrued expense for extended disability, pursuant to the applicable collective
bargaining agreement, to hourly employees during the time period included in calculating the Labor
Cost Amount.



     Section 1.70 “Dispute Resolution Termination Date” shall have the meaning ascribed to such
term in section 8.03(e) of this Agreement.



     Section 1.71 “DTI” shall have the meaning ascribed to such term in section 5.01(a)(i) hereof.



     Section 1.72 “Effective Date” shall have the meaning ascribed to such term in 7.01 hereof.



     Section 1.73 “Employer Taxes” shall mean cash paid by Delphi for state unemployment taxes,
federal unemployment taxes, and social security taxes related to hourly employees for the time
period included in calculating the Labor Cost Amount.



     Section 1.74 “Employment Outside Date” shall have the meaning set forth in section
4.06(b)(i) of this Agreement.



     Section 1.75 “Employment Party” shall have the meaning set forth in section 4.06(b)(i) of
this Agreement.



     Section 1.76 “Employment Transfer” shall have the meaning set forth in section 4.06(b)(i)
of this Agreement.



     Section 1.77 “Employment Transfer Facility” shall have the meaning set forth in section
4.06(b)(i) of this Agreement.



     Section 1.78 “Encumbrance” shall mean: (i) with respect to the equity interests in the
joint venture companies, any voting trust, shareholder agreement, proxy or other similar
restriction; and (ii) with respect to any property or asset (including capital stock or other
equity interests) any lien, charge, claim, pledge, security interest, conditional sale agreement or
other title retention agreement, lease, mortgage, security interest, option or other encumbrance
(including the filing of, or agreement to give, any financing statement under the Uniform
Commercial Code of any jurisdiction or a similar law relating to security interests in and over
personal property).



     Section 1.79 “Environmental Matters Agreement” shall have the meaning ascribed to such term
in section 5.01(a)(i) of this Agreement.



     Section 1.80 “Excess Interiors Proceeds” shall mean an amount equal to (a) the Initial Sale
Proceeds or Adjusted Sale Proceeds, as applicable, in connection with the sale of the Global
Interiors & Closures Business, less (b) the lesser of (i) $91 million and (ii) the Net
Working Capital associated with the Global Interiors & Closures Business as of the Closing Date (to
the extent included as part of the sale), and less (c) any Unrecovered Separation Costs;
provided, however, that in no event shall the Excess Interiors Proceeds be less
than zero.



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     Section 1.81 “Excess Labor Costs” shall mean (x) the product of the number of Applicable
Hours multiplied by $26 and subtracted from (y) the Labor Cost Amount.



     Section 1.82 “Excess Sandusky Proceeds” shall mean an amount equal to (a) the Initial Sale
Proceeds or Adjusted Sale Proceeds, as applicable, in connection with the sale of the Sandusky
Business, less (b) the Capital Procurement Payment, less (c) the lesser of (i) $35
million and (ii) the Net Working Capital associated with the Sandusky Business as of the Closing
Date (to the
extent included as part of the sale), and less (d) any Unrecovered Separation Costs;
provided, however, that in no event shall the Excess Sandusky Proceeds be less than
zero.



     Section 1.83 “Excess Steering Proceeds” shall mean an amount equal to (a) the Initial Sale
Proceeds or Adjusted Sale Proceeds, as applicable, in connection with the sale of the Global
Steering Business, less (b) the lesser of (i) $314.5 million and (ii) the Net Working
Capital associated with the Global Steering Business as of the Closing Date (to the extent included
as part of the sale), and less (c) any Unrecovered Separation Costs; provided,
however, that in no event shall the Excess Steering Proceeds be less than zero.



     Section 1.84 “Existing Agreements” shall have the meaning ascribed to such term in section
3.01(a) of this Agreement.



     Section 1.85 “Financial Services Supply Agreement” shall have the meaning ascribed to such
term in section 5.01(a)(iii) of this Agreement.



     Section 1.86 “Fitzgerald Facility” shall mean the facility located at 342 Perry Road,
Fitzgerald, Georgia 31750.



     Section 1.87 “Flint East Facility” shall mean the facility located at 1300 Dort Highway,
Flint, Michigan 48558.



     Section 1.88 “Flint West Facility” shall mean the facility located at North Chevrolet
Avenue, Flint, Michigan 48555.



     Section 1.89 “Footprint Facilities” shall mean the UAW Footprint Facilities and the
Kettering Facility.



     Section 1.90 “Global Interiors & Closures Business” shall mean the properties, assets,
rights, titles and interests owned by Delphi and its Affiliates that are primarily used or held for
use in their global latches and door modules, cinching latches and strikers (except as set forth
below), and instrument panels and cockpit modules business, including without limitation, the
following assets, to the extent used primarily in, or primarily related to, such business: real
property, personal property, inventory, contracts, administrative assets, permits, intellectual
property, technical documentation, goodwill, interests in all joint ventures and any sale proceeds
with respect to a sale of any of the foregoing (excluding de minimis asset sales and sales in the
ordinary course of business, including sales of surplus and obsolete machinery and equipment), but
excluding: (A) third party assets, including customer bailed assets such as tooling, dunnage, dies
and molds, (B) Delphi corporate trademark rights (other than a transitional license to use any
trademarks to the extent contained in tooling, molds, equipment, inventory or other stock on hand)
and intellectual property which is not used primarily in connection with such business



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(subject to
the non-exclusive license to use such intellectual property described in section 4.06(a)(viii)),
(C) cash, cash equivalents and accounts receivable, (D) corporate insurance policies, (E) books and
records that are required to be retained by law; provided that, subject to applicable legal
requirements, GM and the applicable Business Optionee shall have access at all times to such books
and records and such books and records will be retained and not destroyed without providing GM or
the applicable Business Optionee with a reasonable opportunity to obtain them, (F) claims related
to excluded assets and Retained Liabilities, (G) tax returns,
refunds, credits, prepayments and deferred tax assets; provided, however, that in no event shall a
Business Optionee or GM be required to make a payment to Delphi or a Business Optionor with respect
to any of the foregoing other than providing to Delphi any tax refunds received by GM or the
Business Optionee with respect to taxes paid by Delphi or any of its Affiliates, (H) assets used in
common Delphi services (including, without limitation, accounting, insurance, IT, tax, legal, etc.)
to the extent not primarily used in connection with such business; (I) pooled vehicles and vehicles
under Delphi’s corporate vehicle program, (J) personnel records other than transferable records
relating to transferred employees; provided that, subject to applicable legal requirements,
GM and the applicable Business Optionee shall have access at all times to such records and such
records will be retained and not destroyed without providing GM or the applicable Business Optionee
with a reasonable opportunity to obtain them, (K) material subject to an attorney-client privilege
which has not been waived or otherwise invalidated, (L) pension assets associated with Retained
Liabilities, (M) the Columbus real property, (N) real property and inventory at Vandalia, Ohio and
Grossepetersdorf, Austria, (O) all shared technical center or sales office properties, and (P) all
assets relating to: (i) HVAC products, including condenser radiator form modules, (ii) power
products, and (iii) any integral cinching latch, advanced development power cinching striker and
advanced development power cinching latch products.



     Section 1.91 “Global Sourcing” shall mean, for purposes of this Agreement only, the
transfer of production by GM of any Component Part to an alternative supplier.



     Section 1.92 “Global Steering Business” shall mean the properties, assets, rights, titles
and interests owned by Delphi and its Affiliates that are primarily used or held for use in their
global steering and halfshaft businesses, including without limitation, the following assets, to
the extent used primarily in, or primarily related to, such businesses: real property, personal
property, inventory, accounts receivable, contracts, administrative assets, permits, intellectual
property, technical documentation, goodwill, interests in all joint ventures (other than Korea
Delphi Automotive Systems Corporation (“KDAC”)) and any sale proceeds with respect to a
sale of any of the foregoing (excluding (i) any proceeds received with respect to a disposition of
any of Delphi’s interest in KDAC or any assets of KDAC and (ii) de minimis asset sales and sales in
the ordinary course of business, including sales of surplus and obsolete machinery and equipment),
but excluding: (A) third party assets, including customer bailed assets such as tooling, dunnage,
dies and molds, (B) Delphi corporate trademark rights (other than a transitional license to use any
trademarks to the extent contained in tooling, molds, equipment, inventory or other stock on hand)
and intellectual property which is not used primarily in connection with such business (subject to
the non-exclusive license to use such intellectual property described in section 4.06(a)(viii)),
(C) cash and cash equivalents, (D) corporate insurance policies, (E) books and records that are
required to be retained by law; provided that, subject to applicable legal requirements, GM
and the applicable Business Optionee shall have access at all times to such books and records and
such books and records will be retained and not destroyed without



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providing GM or the applicable
Business Optionee with a reasonable opportunity to obtain them, (F) claims related to excluded
assets and Retained Liabilities, (G) tax returns, refunds, credits, prepayments and deferred tax
assets; provided that, in no event shall a Business Optionee or GM be required to make a
payment to Delphi or a Business Optionor with respect to any of the foregoing other than providing
to Delphi any tax refunds received by GM or the Business Optionee with respect to taxes paid by
Delphi or any of its Affiliates, (H) assets used in common Delphi services (including, without
limitation, accounting, insurance, IT, tax, legal, etc.) to the
extent not primarily used in connection with such business, (I) pooled vehicles and vehicles under
Delphi’s corporate vehicle program, (J) personnel records other than transferable records relating
to transferred employees; provided that, subject to applicable legal requirements, GM and
the applicable Business Optionee shall have access at all times to such records and such records
will be retained and not destroyed without providing GM or the applicable Business Optionee with a
reasonable opportunity to obtain them, (K) material subject to an attorney-client privilege which
has not been waived or otherwise invalidated, (L) pension assets associated with Retained
Liabilities, (M) real property located at Suzhou, China, Livorno, Italy and all shared technical
center or sales office properties, (N) all properties, rights and obligations relating to the
former facility of the Global Steering Business located at Cadiz, Spain (excluding any contract
which may have been performed at the Cadiz facility but was transferred to another facility which
is a part of the Global Steering Business) and (O) all assets, business lines, rights, contracts
and claims of KDAC.



     Section 1.93 “GM GPSC” shall mean GM’s Global Purchasing and Supply Chain organization and
any successor organization.



     Section 1.94 “GM Parties” shall mean GM and any and all of its subsidiaries and Affiliates.



     Section 1.95 “GM Purchase Order” shall mean a purchase order issued by GM or any and all of
its Affiliates and accepted by DAS according to Standard GM Terms, it being agreed by the Parties
that DAS shall be deemed to have accepted all such purchase orders accepted by the Delphi-Related
Parties pursuant to Standard GM Terms; provided, however, that no purchase orders issued or to be
issued by GM or any of its Affiliates to any Affiliate of Delphi that is not a Delphi-Related Party
shall be a GM Purchase Order.



     Section 1.96 “GM-Related Parties” shall mean GM, each of its Affiliates, the General Motors
Hourly-Rate Employees Pension Plan, the GM Health Care Program for Hourly Employees, the GM Life
and Disability Benefits Program for Hourly Employees, any other GM pension or welfare benefit plan,
and each of their respective current and former principals, officers, directors, agents, employees,
advisors, and representatives (including any attorneys, financial advisors, investment bankers, and
other professionals retained by such persons or entities) in their respective capacities.



     Section 1.97 “GM Suppliers” shall mean any and all entities that supply components,
component systems, goods, or services to GM Parties (excepting only the Delphi Parties).



     Section 1.98 “Grand Rapids Facility” shall mean the facility located at 21000 S.W.
Burlingame, Wyoming, Michigan 40509.



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     Section 1.99 “Guaranteed Agreements” shall have the meaning ascribed to such term in
section 8.03(a) hereof.



     Section 1.100 “Holiday” shall mean cash paid by Delphi for specified holidays, pursuant to
the applicable collective bargaining agreement, to hourly employees for the time period included in
calculating the Labor Cost Amount, but not to include any straight time or overtime payments for
hours worked.



     Section 1.101 “Home Avenue Facility” shall mean the facility located at 2701 Home Avenue,
Dayton, Ohio 45417.



     Section 1.102 “IAM MOU” shall mean the “IAM-Delphi GM Memorandum of Understanding-Delphi
Restructuring” entered into as of July 31, 2007, as approved by the Bankruptcy Court on August 16,
2007, by and among Delphi, GM, and the IAM, including all attachments and exhibits thereto and all
IAM-Delphi collective bargaining agreements referenced therein as modified, and each as now or
hereafter amended in connection herewith.



     Section 1.103 “IBEW MOUs” shall mean the “IBEW-Delphi Powertrain-GM Memorandum of
Understanding – Delphi Restructuring” and the “IBEW-Delphi Electronics & Safety – GM Memorandum of
Understanding – Delphi Restructuring,” entered into as of July 31, 2007, as approved by the
Bankruptcy Court on August 16, 2007, by and among Delphi, GM, and the IBEW, including all
attachments and exhibits thereto and all IBEW-Delphi collective bargaining agreements referenced
therein as modified, , and each as now or hereafter amended in connection herewith.



     Section 1.104 “Including” or “including” shall mean including without limitation.



     Section 1.105 “Income Tax Allocation Agreement” shall have the meaning ascribed to such
term in section 5.01(a)(iv) of this Agreement.



     Section 1.106 “Independence Week” shall mean cash paid by Delphi for the Independence Week,
as defined in the applicable collective bargaining agreement, to hourly employees for the time
period included in calculating the Labor Cost Amount, but not to include any straight time or
overtime payments for hours worked. The definition of the Labor Cost Amount shall not include
Independence Week after it ceases to be paid under the applicable collective bargaining agreement.



     Section 1.107 “Information” shall have the meaning ascribed to such term in section 5.06 of
this Agreement.



     Section 1.108 “Initial Payment Date” shall mean the later of the Effective Date and January
2, 2008.



     Section 1.109 “Initial Sale Proceeds” shall mean the amount of the Sale Proceeds from the
sale of each of the Sale Businesses calculated as of the Closing Date without taking into account
any post-closing adjustments.



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     Section 1.110 “Intellectual Property Contracts Transfer Agreement” shall have the meaning
ascribed to such term in section 5.01(a)(ix) of this Agreement.



     Section 1.111 “Intellectual Property License Agreement” shall have the meaning ascribed to
such term in section 5.01(a)(x) of this Agreement.



     Section 1.112 “Intellectual Property Transfer Agreement” shall have the meaning ascribed to
such term in section 5.01(a)(xi) of this Agreement.



     Section 1.113 “Interiors Advance” shall have the meaning ascribed to such term in section
4.04(c)(i) of this Agreement.



     Section 1.114 “Invoice Delivery Date” shall mean (a) December 1, 2007 for the Interiors
Advance, the Sandusky Advance and the Steering Advance; (b) 5 days prior to any Closing Date for
payments owing under subsection 4.04(b)(i) or (b)(ii), (c)(ii), (d)(i) or (ii), (e)(ii), (f)(i) or
(ii) or (g)(iii); and (c) 30 days after the end of each calendar year for adjustments under
4.04(g)(ii).



     Section 1.115 “IP License” shall mean the intellectual property license agreement between
Delphi and GM, dated as of September 6, 2007, which was authorized and approved by the Bankruptcy
Court by order dated October 3, 2007 (Docket No. 10429).



     Section 1.116 “IUE-CWA” shall mean the International Union of Electronic, Electrical,
Salaried, Machine and Furniture Workers-Communication Workers of America and its applicable local
unions.



     Section 1.117 “IUE-CWA Business” shall have the meaning ascribed to such term in section
3.01(c).



     Section 1.118 “IUE-CWA Keep Facilities” shall mean the Brookhaven Facility, the Clinton
Facility, and the Warren Facility.



     Section 1.119 “IUE-CWA MOU” shall mean the IUE-CWA-Delphi-GM Memorandum of Understanding –
Delphi Restructuring, entered into as of August 5, 2007, as approved by the Bankruptcy Court on
August 16, 2007, among the IUE-CWA, Delphi, and GM, and all attachments thereto and the IUE-Delphi
National Agreement referenced therein as modified, and each as now or hereafter amended in
connection herewith.



     Section 1.120 “IUOE MOUs” shall mean the “IOUE Local 18S-Delphi-GM Memorandum of
Understanding – Delphi Restructuring,” the “IUOE Local 101S-Delphi-GM Memorandum of Understanding –
Delphi Restructuring,” and the “IUOE Local 832S-Delphi-GM Memorandum of Understanding – Delphi
Restructuring,” all entered into as of August 1, 2007, as approved by the Bankruptcy Court on
August 16, 2007, by and among Delphi, GM, and the IUOE, including all attachments and exhibits
thereto and all IUOE-Delphi collective bargaining agreements referenced therein as modified, and
each as now or hereafter amended in connection herewith.



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     Section 1.121 “ JOBs banks “ shall mean the Job Opportunity Bank – Security Program as
defined in the applicable Labor MOU.



     Section 1.122 “Jury Duty” shall mean cash paid by Delphi for paid time off for specified
periods of jury duty, pursuant to the applicable collective bargaining agreement, to hourly
employees for the time period included in calculating the Labor Cost Amount.



     Section 1.123 “Kettering Facility” shall mean the facility located at 2000 Forrer
Boulevard, Kettering, Ohio 05420.



     Section 1.124 “Kokomo Facility” shall mean the facility located at 1800 East Lincoln,
Kokomo, Indiana 46904.



     Section 1.125 “Labor Cost Amount” shall mean Delphi’s aggregate expense for the Labor Cost
Line Items attributable to all hourly employees (including temporary employees, inactive employees,
employees on layoff or leaves or in JOBs banks, but excluding PRP Employees) of Delphi at all
Delphi facilities for which Delphi is eligible to receive the labor reimbursement pursuant to
section 4.01 hereof during any period referred to in section 4.01(c) hereof; provided,
however, that cash expenditures or accruals for Profit Sharing shall not be included in
calculations of the Labor Cost Amount for periods after the Red Circle Period; provided
further that with respect to any facility at which production for GM and GM’s direct and
indirect tiered suppliers ceases after October 1, 2007, beginning twenty (20) calendar days after
the termination of GM production at any facility for which Delphi is receiving a labor subsidy
under section 4.01 hereof, no cash expenditures other than for Supplemental Unemployment Benefits,
Severance, and PAYGO Health Care (but only in respect of those hourly employees at such facility
who are receiving Supplemental Unemployment Benefits) shall be included in calculations of the
Labor Cost Amount in respect of such facility; provided further that if Delphi has
not obtained GM’s consent in writing prior to hiring any hourly employees at UAW Keep Facilities
after April 5, 2007 (which consent shall not be unreasonably withheld), then cash expenditures or
accruals for any hourly employee hired by Delphi after April 5, 2007, at UAW Keep Facilities shall
not be included in calculations of the Labor Cost Amount for any periods unless (a) GM later
consents in writing to any such hiring, which consent shall not be unreasonably withheld, and (b)
with respect to any temporary employee who is converted to permanent employment status, Delphi has
notified GM in writing as soon as practicable after Delphi’s receipt of a request from the
applicable union to convert such temporary employee to permanent employment status, but in no event
later than two (2) weeks prior to the date such proposed conversion would occur; and,
provided further, that in the event Delphi fails to seek GM’s consent to the hiring
of temporary employees at UAW Keep Facilities, cash expenditures and accruals for such hourly
temporary employees shall be included in the calculations of the Labor Cost Amount. In the absence
of GM’s written consent, no amount shall be included in the Labor Cost Amount that is based on an
increase in benefits or payment rates or requirements over those required by the terms of the
applicable collective bargaining agreements (as modified by the applicable Labor MOU) in effect as
of the Effective Date. Although it is the intent of the Parties that the Labor Cost Amount be
based on cash cost, the Parties recognize that for administrative ease expenses or accruals are
used instead of cash cost in some instances to measure certain of the Labor Cost Line Items. The
Parties believe that amounts calculated based on expense or the accrual method should equal amounts
calculated based on a cash method



MRA-15









 







within a period not to exceed one (1) year. If either Party
determines that these amounts do not equal each other within a period not to exceed one (1) year,
the Parties shall consult to reach a mutually agreeable resolution to effect the intent of the
Parties.



     Section 1.126 “Labor Cost Line Items” shall mean Active Basic Life Insurance, Straight
Time, COLA, Overtime Premium, Night Shift Premium, Independence Week, Vacation, Holiday,
Bereavement Leave, Jury Duty, Military Leave, Profit Sharing, Suggestion Awards, Performance Bonus,
Employer Taxes, Applicable Workers’ Compensation (prior to January 1, 2009), Post 2009 Workers’
Compensation (on and after January 1, 2009), PAYGO Health Care, Supplemental Unemployment Benefits,
Severance, Disability/Sickness & Accident, Administrative Costs – National Benefit Center, 401(k)
matching, Training and Legal, and any other items that the Parties may mutually agree upon in
writing (which may include grievance financial settlements) in order to reflect their intent that
Delphi’s Labor Cost Amount at Delphi
facilities for which Delphi is entitled to receive a subsidy based on the Labor Cost Amount under
section 4.01 be capped at $26 per hour (subject to certain exclusions from the cost line items);
provided, however, that Supplemental Unemployment Benefits (including any PAYGO
Health Care associated therewith) and Severance shall not be included with respect to any of the
Wind-down Facilities or Footprint Facilities.



     Section 1.127 “Labor MOUs” shall mean the UAW MOU, the IUE-CWA MOU, the USW MOUs, the IAM
MOU, the IBEW MOUs, and the IUOE MOUs, collectively.



     Section 1.128 “Laurel Facility” shall mean the facility located at 1 Thames Avenue, Laurel,
Mississippi 39440.



     Section 1.129 “Liquidity Support Agreement” shall mean that certain agreement dated May 9,
2008, which was approved by the Bankruptcy Court by order entered on April 30, 2008 (Docket No.
13489), as now or hereafter amended.



     Section 1.130 “Lockport Facility” shall mean the facility located at 200 Upper Mountain
Road, Lockport, New York 14094.



     Section 1.131 “Management Controls of Employee Costs” shall include but not be limited to
the good faith implementation by Delphi of the following with respect to the employees whose
benefits are included in the Additional Labor Reimbursement: (1) Delphi shall seek and obtain GM
approval for any new hires as set forth in the definition of “Labor Cost Amount” herein; (2) Delphi
shall seek and obtain GM approval of employee placement into layoff status in accordance with
operational guidelines developed in good faith by GM and Delphi no later than January 1, 2009 (it
being agreed that until development of the agreed upon operational guidelines, Delphi shall manage
employee layoffs in a commercially reasonable manner and in accordance with its past practices);
(3) regarding management of worker’s compensation and Disability/Sickness & Accident, Delphi will,
to the extent consistent with applicable UAW MOUs, follow GM “people not at work” best practices
procedures as may be amended from time to time, provided, documented reasonable and
necessary additional costs incurred by Delphi as a result of following GM’s practices shall be
included in Additional Labor Reimbursement; (4) Delphi shall seek and obtain approval from GM
before paying overtime wages at any facility where any employee is receiving Supplemental
Unemployment Benefits



MRA-16









 







(SUB) in accordance with operational guidelines developed in good faith by GM
and Delphi no later than January 1, 2009, it being agreed that until development of the agreed upon
operational guidelines, Delphi shall manage overtime relative to SUB in a commercially reasonable
manner in accordance with its past practices; (5) should there be any additional Severance
programs, Delphi shall first seek and obtain GM approval before incurring any costs for which
Delphi would seek reimbursement from GM as Additional Labor Reimbursement, which approval shall not
be unreasonably withheld; (6) regarding workers’ compensation, Delphi will not compromise any claim
without GM approval, which approval shall not be unreasonably withheld; and (7) to the extent
consistent with applicable UAW MOUs, Delphi will coordinate requests for impartial medical opinions
or examinations through GM and will utilize clinics or surveillance vendors approved by GM.



     Section 1.132 “Master Separation Agreement” shall have the meaning ascribed to such term in
section 5.01(a)(i) of this Agreement.



     Section 1.133 “Mexican Business” shall have the meaning ascribed to such term in section
3.01(c) of this Agreement.



     Section 1.134 “Military Leave” shall mean cash paid by Delphi for paid time off for
specified periods of military duty, pursuant to the applicable collective bargaining agreement, to
hourly employees included in the calculation of Labor Cost Amount for the time period included in
calculating the Labor Cost Amount.



     Section 1.135 “Milwaukee E&C Facility” shall mean the south part of the facility located at
7929 South Howell Avenue, Oak Creek, Wisconsin 53154, which is dedicated to production of catalytic
converters.



     Section 1.136 “Milwaukee E&S Facility” shall mean the north part of the facility located at
7929 South Howell Avenue, Oak Creek, Wisconsin 53154, which is dedicated to production of control
modules (body, engine, powertrain and transmission) and other miscellaneous Component Parts.



     Section 1.137 “MNS-2 Payment” shall mean GM’s monthly payment to the Delphi Parties
pursuant to GM’s Multilateral Netting System.



     Section 1.138 “Moraine Facility” shall mean the facility located at 3535 Kettering
Boulevard, Moraine, Ohio 45439.



     Section 1.139 “MRA Consummation Date” shall have the meaning ascribed to such term in
section 7.01 hereof.



     Section 1.140 “Needmore Road Facility” shall mean the facilities located at (i) 3100
Needmore Road, Ohio 45414 and (ii) 1515 Cincinnati Street, Dayton, Ohio 45408.



     Section 1.141 “Net-15th Prox” shall mean that invoices dated the first day through the end
of any month are due on the fifteenth day of the following month.



MRA-17









 





     Section 1.142 “Net Working Capital” shall mean the sum of accounts receivable and inventory
less accounts payable.



     Section 1.143 “Night Shift Premium” shall mean cash paid by Delphi for the shift premium,
pursuant to the applicable collective bargaining agreement, to hourly employees for the time period
included in calculating the Labor Cost Amount, for working on specified shifts.



     Section 1.144 “Non-GM Business”shall mean, during any given time period, the aggregate net
sales, across all the UAW Keep Facilities, that are not attributable to GM or GM’s direct and
indirect tiered suppliers.



     Section 1.145 “Non-Income Tax Indemnification Agreement” shall have the meaning ascribed to
such term in section 5.01(a)(v) of this Agreement.



     Section 1.146 “OE” shall mean original equipment.



     Section 1.147 “OE Parts” shall mean original equipment parts.



     Section 1.148 “Olathe Facility” shall mean the facility located at 400 West Dennis Avenue,
Olathe, Kansas 66061.



     Section 1.149 “Option Designee” shall have the meaning ascribed to such term in section
4.06(a) hereof.



     Section 1.150 “Original Agreements” shall have the meaning ascribed to such term in the
Recitals of this Agreement.



     Section 1.151 “Original Restructuring Agreement” shall have the meaning ascribed to such
term in the Recitals of this Agreement.



     Section 1.152 “Outstanding GM Purchase Order” shall have the meaning ascribed to such term
in section 3.01(a) of this Agreement.



     Section 1.153 “Overtime Premium” shall mean cash paid by Delphi for the overtime premium,
pursuant to the applicable collective bargaining agreement, to hourly employees for the time period
included in calculating the Labor Cost Amount.



     Section 1.154 “Paid Pre-Effective Date Subsidy” shall have the meaning ascribed to such
term in section 4.01(b)(i) of this Agreement.



     Section 1.155 “Party” or “Parties” shall have the meanings ascribed to such terms
in the Preamble of this Agreement.



     Section 1.156 “PAYGO Health Care” shall mean health care accrual expenses related to
Delphi’s applicable collective bargaining agreements, during the time period included in
calculating the Labor Cost Amount for hourly employees.



MRA-18









 





     Section 1.157 “Performance Bonus” shall mean cash paid by Delphi for the additional pay
based on qualified earnings, pursuant to the applicable collective bargaining agreement, to hourly
employees included in the calculation of Labor Cost Amount for the time period included in
calculating the Labor Cost Amount.



     Section 1.158 “Permitted Encumbrance” shall mean: (i) security interests relating to vendor
tooling arising in the ordinary course of business and not delinquent; (ii) any Encumbrance that
may be created by or on behalf of GM, its affiliates or the Business Optionee; (iii) in relation to
real property: (a) Encumbrances relating to any current real estate or ad valorem taxes or
assessments not yet delinquent or being contested in good faith by appropriate proceedings;
provided that Delphi provides GM with a specific indemnity with respect to such taxes or
assessments; (b) mechanic’s, materialmen’s, laborer’s and carrier’s liens and other similar liens
arising by operation of law or statute in the ordinary course of business for obligations which are
not delinquent and which will be paid or discharged prior to the Business Closing Date in the
ordinary course of business; (c) matters which an ALTA survey, or a similar survey in any other
country, would disclose (other than the failure of the applicable Business Optionee to own the
relevant real property); (d) rights of the public and adjoining property owners in streets and
highways abutting and adjacent to the real property; (e) easements, covenants, restrictions and
other encumbrances of public record (provided that in the event any such Encumbrance relates to a
sum owed, the applicable Business Optionor shall indemnify GM and the applicable Business Optionee
against any costs or expenses arising therefrom); and (f) such other Encumbrances, the existence of
which, in the aggregate, would not materially interfere with or materially affect the use of the
respective underlying asset to which such Encumbrances relate as used on the Business Closing Date;
and (iv) in the case of equity interests in the joint venture companies, restrictions contained in
the joint venture agreement, shareholders agreement or related agreements affecting such equity
interests.



     Section 1.159 “Person” shall mean any individual, corporation, partnership, limited
partnership, joint venture, limited liability company, association, trust, business trust,
government, governmental subdivision, or other entity of any type whatsoever.



     Section 1.160 “Petition Date” shall mean, as applicable, (a) October 8, 2005 with respect
to those Debtors which filed their petitions for reorganization relief in the Bankruptcy Court on
such date or (b) October 14, 2005 with respect to those Debtors which filed their petitions for
reorganization relief in the Bankruptcy Court on such date.



     Section 1.161 “Plan” shall mean any chapter 11 plan that is confirmed in the Chapter 11
Cases.



     Section 1.162 “Possessor” shall have the meaning ascribed to such term in section 5.06 of
this Agreement.



     Section 1.163 “Post 2009 Workers’ Compensation” shall mean amounts actually paid by Delphi
for workers’ compensation claims by Delphi’s UAW represented hourly active and inactive (current
and former) employees at all UAW facilities from and after January 1, 2009 regardless of when such
liability arose.



MRA-19









 





     Section 1.164 “Pre-Effective Date Subsidy Statement” shall have the meaning ascribed to
such term in section 4.01(b)(i) of this Agreement.



     Section 1.165 “Prior Relationship” shall have the meaning ascribed to such term in section
5.06 of this Agreement.



     Section 1.166 “Production Cash Burn” for each facility shall mean, during a given period of
time, the sum of all cash expenditures and, to the extent expressly indicated on
Exhibit 4.02(b) hereto, accrued expenses by Delphi at any Support Facility for items marked
“Included” on Exhibit 4.02(b) hereto less net sales attributable to such Support Facility
(for the avoidance of doubt, any cash expenditures or accruals by Delphi for items marked as
“Excluded” on Exhibit 4.02(b) hereto shall not be included in the calculation of Production
Cash Burn); provided, however, that, sixty (60) calendar days after the termination
of GM production at a Support Facility, Production Cash Burn for such Support Facility shall mean
the sum of all cash expenditures by Delphi attributable to hourly employees (including temporary
employees, but excluding PRP Employees) of Delphi at such Support Facility for Severance,
Supplemental Unemployment Benefits, and PAYGO Health Care (but only, in the case of PAYGO Health
Care,
in respect of those hourly employees at such Support Facility who are receiving Supplemental
Unemployment Benefits during such period), if such sum is less than what Production Cash Burn would
be for such Support Facility using the calculation described in the first clause of this sentence.
With respect to the Flint East Facility, each invoice for Production Cash Burn shall exclude costs
associated with warranty and recall, and costs in excess of $25,000 per month associated with
quality issues and plant disruptions related to quality. As set forth on Exhibit 4.02(b)
hereto, with respect to the Flint East Facility, Production Cash Burn shall include an additional
payment equal to 6.5% of revenue derived from sale of VIDs manufactured for GM at the Flint East
Facility. As set forth in Exhibit 4.02(b) hereto, for the purposes of determining
Production Cash Burn, overhead shall be deemed to be a fixed 2.25% of net sales for all Support
Facilities except for the Flint East Facility, the Sandusky Facility, the Saginaw Steering
Facility, the Adrian Facility, and the Athens Facility where overhead shall be deemed to be 5.0% of
net sales. As set forth in Exhibit 4.02(b) hereto, overhead shall be substituted for SG&A
and allocated items which are marked “excluded-captured in % of sale” in Exhibit 4.02(b)
hereof.



     Section 1.167 “Profit Sharing” shall mean cash payments for Profit Sharing paid pursuant to
the applicable collective bargaining agreement, to hourly employees.



     Section 1.168 “Proposed Purchaser” shall have the meaning set forth in Section 4.06(a)(xiv)
of this Agreement.



     Section 1.169 “PRP Employees” shall mean all employees of Delphi who are participating in a
pre-retirement program under any Delphi attrition program.



     Section 1.170 “Red Circle Period” shall mean the period from October 1, 2006 through
September 14, 2007.



     Section 1.171 “Reimbursement Adjustment Amount” shall mean the difference between the
Applicable Labor Reimbursement Percentage of Excess Labor Costs for each



MRA-20









 







calendar year and the
Actual Applicable Labor Reimbursement Percentage of Excess Labor Costs for such calendar year.



     Section 1.172 “Related Parties” shall have the meaning ascribed to such term in section
5.06 of this Agreement.



     Section 1.173 “Requestor” shall have the meaning ascribed to such term in section 5.06 of
this Agreement.



     Section 1.174 “Restructuring Dispute” shall mean one or more defaults or disputes between
GM and any of the Debtors in which (i) the aggregate amount in controversy (including the monetary
value or impact of any injunctive relief) exceeds $500,000 (five hundred thousand dollars) and (ii)
the claims asserted require the application or construction of this Agreement or the provisions of
the Plan relating to the subject matter of this Agreement. By way of clarification, it is not
intended by the Parties that the term Restructuring Dispute shall include commercial disputes that
arise in the ordinary course of business with respect to the various current and future contracts
pursuant to which any of the Delphi Parties supplies components, component systems, goods, or
services to any of the GM-Related Parties.



     Section 1.175 “Retained Liabilities” shall have the meaning ascribed to such term on
Exhibit 1.175 to this Agreement; provided, however, that Retained
Liabilities shall not include liabilities that have been assumed by GM with respect to any present
or former Delphi employees pursuant to this Agreement or the Settlement Agreement.



     Section 1.176 “Retention Period” shall mean ten (10) years from the Contribution Date, or
for any longer period as may be required by any government agency, litigation (including applicable
“Litigation Holds”), law, regulation, audit, or appeal of taxes, tax examination, or the expiration
of the periods described in section 5.07(a) hereof, where applicable.



     Section 1.177 “Rochester Facility” shall mean the facility located at 1000 Lexington
Avenue, Rochester, New York 14606.



     Section 1.178 “Saginaw E&C Assets” shall mean the Saginaw E&C Facility and the
manufacturing equipment, test and development equipment, and other personal property which is owned
by DAS LLC and located at the Saginaw E&C Facility that is necessary for the production of
Component Parts for GM (excluding the assets identified on Exhibit 1.178 and any
inventory).



     Section 1.179 “Saginaw E&C Facility” shall mean the facility located at 2328 East Genesee,
Saginaw, Michigan 48601.



     Section 1.180 “Saginaw Steering Facility” shall mean the facility located at 3900 East
Holland Road, Saginaw, Michigan 48601.



     Section 1.181 “Sale Businesses” shall mean the Global Interiors & Closures Business, the
Global Steering Business and the Sandusky Business, and “Sale Business” shall mean any of the Sale
Businesses individually.



MRA-21









 





     Section 1.182 “Sale Facility” or “Sale Facilities” shall mean the Adrian Facility,
the Athens Facility, the Saginaw Steering Facility, and the Sandusky Facility.



     Section 1.183 “Sale Proceeds” shall mean the gross amount received from a third party
purchaser for the purchase of any of the Sale Businesses, whether as a going concern or an asset
sale, in whole or in part, whether through cash, promissory note, assumption of indebtedness or
other valuable consideration, less reasonable amounts actually paid by Delphi for break-up fees or
expense reimbursement payments and a success fee for Delphi’s investment banker.



     Section 1.184 “Sandusky Advance” shall have the meaning ascribed to such term in section
4.04(e)(i) of this Agreement.



     Section 1.185 “Sandusky Business” shall mean the properties, assets, rights, titles and
interests owned by Delphi and its Affiliates that are primarily used or held for use in the wheel
bearings business conducted at the Sandusky Facility, including without limitation, the following
assets, to the extent used primarily in, or primarily related to, such business: the Sandusky
Facility, all personal property, inventory, contracts, administrative assets, permits, intellectual
property used primarily in the bearings business which is operated at the Sandusky Facility,
technical documentation, goodwill, interests in all joint ventures, if any, and any sale proceeds
received or
due with respect to a sale of any of the foregoing (excluding de minimis asset sales and sales in
the ordinary course of business, including sales of surplus and obsolete machinery and equipment),
but excluding: (A) third party assets, including customer bailed assets such as tooling, dunnage,
dies and molds, (B) Delphi corporate trademark rights (other than a transitional license to use any
trademarks to the extent contained in tooling, molds, equipment, inventory or other stock on hand)
and intellectual property which is not used primarily in connection with such business (subject to
the non-exclusive license to use such intellectual property described in section 4.06(a)(viii)),
(C) cash, cash equivalents and accounts receivable, (D) corporate insurance policies, (E) books and
records that are required to be retained by law; provided that, subject to applicable legal
requirements, GM and the applicable Business Optionee shall have access at all times to such books
and records and such books and records will be retained and not destroyed without providing GM or
the applicable Business Optionee with a reasonable opportunity to obtain them, (F) claims related
to excluded assets and Retained Liabilities, (G) tax returns, refunds, credits, prepayments and
deferred tax assets; provided that in no event shall a Business Optionee or GM be required
to make a payment to Delphi or a Business Optionor with respect to any of the foregoing other than
providing to Delphi any tax refunds received by GM or the Business Optionee with respect to taxes
paid by Delphi or any of its Affiliates, (H) assets used in common Delphi services (including,
without limitation, accounting, insurance, IT, tax, legal, etc.) primarily used in connection with
such business, (I) pooled vehicles and vehicles under Delphi’s corporate vehicle program, (J)
personnel records other than transferable records relating to transferred employees;
provided that, subject to applicable legal requirements, GM and the applicable Business
Optionee shall have access at all times to such records and such records will be retained and not
destroyed without providing GM or the applicable Business Optionee with a reasonable opportunity to
obtain them, (K) material subject to an attorney-client privilege which has not been waived or
otherwise invalidated, (L) pension assets associated with Retained Liabilities, and (M)
manufacturing assets at Cadiz, Spain.



MRA-22









 





     Section 1.186 “Sandusky Facility” shall mean the facility located at 2509 Hayes Avenue,
Sandusky, Ohio 44870.



     Section 1.187 “Separation Costs” shall mean costs incurred by Delphi as a direct
consequence of the sale of the Sale Businesses for information technology separation costs and also
unrecovered transition costs and unrecovered restructuring costs related to the sale of the Global
Interiors & Closures Business, in an amount equal to $74 million and as more fully described on
Exhibit 1.187 to this Agreement; provided, however, that Separation Costs
shall be reduced by any amounts associated with line items on Exhibit 1.187 which the buyer
specifically agrees to pay.



     Section 1.188 “SEPO” shall have the meaning ascribed to such term in section 5.11(a) of
this Agreement.



     Section 1.189 “Settlement Agreement” shall mean the Amended and Restated Global Settlement
Agreement, by and between Delphi, on behalf of itself and certain of its subsidiaries and
Affiliates, and GM, dated as of the date hereof.



     Section 1.190 “Severance” shall mean (x) for purposes of section 4.01 hereof, cash paid by
Delphi for Severance Payments as specified in the workforce transition provisions of the Labor MOUs
or any successor collective bargaining agreements which do not provide for greater
severance benefits than the Labor MOUs (unless approved by GM) to hourly employees for the time
period included in calculating the Labor Cost Amount, and (y) for purposes of section 4.02 hereof,
cash paid by Delphi for Severance Payments as specified in the workforce transition provisions of
the Labor MOUs or any successor collective bargaining agreements which do not provide for greater
severance benefits than the Labor MOUs (unless approved by GM) to hourly employees for the time
period included in calculating the Production Cash Burn.



     Section 1.191 “Standard GM Terms” shall mean the GM Terms and Conditions as revised in
September 2004.



     Section 1.192 “Straight Time” shall mean cash paid by Delphi for the base wage, pursuant to
the applicable collective bargaining agreement, to hourly employees for the time period included in
the calculating Labor Cost Amount.



     Section 1.193 “Steering Advance” shall have the meaning ascribed to such term in section
4.04(g) of this Agreement.



     Section 1.194 “Suggestion Awards” shall mean cash paid by Delphi during the time period
included in calculating the Labor Cost Amount, for cost savings ideas submitted under the
applicable suggestion plan program, pursuant to the applicable collective bargaining agreement, to
hourly employees included in the calculation of Labor Cost Amount.



     Section 1.195 “Supplemental Unemployment Benefits” shall mean (x) for purposes of section
4.01 hereof, cash payments made by Delphi in lieu of straight time wages to hourly employees on
layoff from Delphi and other applicable benefits, pursuant to the applicable collective bargaining
agreement, for the time period included in calculating the Labor Cost Amount, and (y) for purposes
of section 4.02 hereof, cash payments made by Delphi in lieu of



MRA-23









 







straight time wages to hourly
employees on layoff from Delphi, pursuant to the applicable collective bargaining agreement, for
the time period included in calculating the Production Cash Burn.



     Section 1.196 “Support End Date” shall mean the date that is the earlier of (x) the later
of sixty (60) calendar days after the termination of GM production at the applicable facility or
the last date on which Delphi makes any cash expenditure for any Severance, Supplemental
Unemployment Benefits, or PAYGO Health Care (but only in respect of those hourly employees at such
facility who are receiving Supplemental Unemployment Benefits) in respect of such facility, or (y)
the date that responsibility for the operation of future production at such facility is transferred
to any party other than Delphi and no bargaining unit employees at such facility remain as Delphi
employees; provided, however, that no Support End Date shall be later than December
31, 2015.



     Section 1.197 “Support Facilities” shall have the meaning set forth in section 4.02(a) of
this Agreement.



     Section 1.198 “Support Period” shall have the meaning set forth in section 4.02(a) of this
Agreement.



     Section 1.199 “Tooling” shall have the meaning ascribed to such term in section 8.07(a)
hereof.



     Section 1.200 “Trademark and Trade Name Agreement” shall have the meaning ascribed to such
term in section 5.01(a)(viii) of this Agreement.



     Section 1.201 “Training and Legal” shall mean accrual expenses associated with national,
local and health and safety (training funds) and all legal related cash flows as applicable (legal
funds), as identified in the applicable collective bargaining agreement, to hourly employees for
the time period included in calculating the Labor Cost Amount. The definition of the Labor Cost
Amount shall not include Training and Legal Funds cost after it ceases to be paid under the
applicable collective bargaining agreement.



     Section 1.202 “Transaction Facilitation Agreement” shall mean the agreement dated December
10, 2007 between GM and Delphi with respect to the proposed sale of the Global Steering Business,
which agreement was authorized and approved by the Bankruptcy Court by order entered on February
25, 2008 (Docket No. 12868).



     Section 1.203 “Transformation Plan” shall have the meaning ascribed to such term in the
Recitals of this Agreement.



     Section 1.204 “UAW” shall mean collectively the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America and its applicable local unions.



     Section 1.205 “UAW Footprint Facilities” shall mean the Flint East Facility, the Needmore
Road Facility, and the Saginaw E&C Facility.



MRA-24









 





     Section 1.206 “UAW Keep Business” shall have the meaning ascribed to such term in section
3.01(c).



     Section 1.207 “UAW Keep Facilities” shall mean the Grand Rapids Facility, the Kokomo
Facility, the Lockport Facility, and the Rochester Facility.



     Section 1.208 “UAW MOU” shall mean the “UAW-Delphi-GM Memorandum of Understanding – Delphi
Restructuring” entered into as of June 22, 2007, as approved by the Bankruptcy Court on July 19,
2007, by and among Delphi, GM, and the UAW, including all attachments and exhibits thereto and the
UAW-Delphi National Agreement referenced therein as modified, and each as now or hereafter amended
in connection herewith.



     Section 1.209 “UAW Sale Business” shall have the meaning ascribed to such term in section
3.01(c).



     Section 1.210 “UAW Wind-down Facilities” shall mean the Anderson Facility, the Columbus
Facility, the Coopersville Facility, the Fitzgerald Facility, the Flint West Facility, the Laurel
Facility, the Milwaukee E&C Facility, the Milwaukee E&S Facility, the Olathe Facility, and the
Wichita Falls Facility.



     Section 1.211 “Unrecovered Separation Costs” shall mean any portion of the Separation Costs
not previously recovered by Delphi from Sale Proceeds, reducing as the Separation Costs are
recovered by Delphi from Sale Proceeds in accordance with the provisions of section 4.04.



     Section 1.212 “Unsold Business” shall have the meaning set forth in Section 4.06(a)(i) of
this Agreement.



     Section 1.213 “USW” shall mean collectively the United Steelworkers of America and its
local unions which represent Delphi employees.



     Section 1.214 “USW MOUs” shall mean collectively the “USW- GM-Delphi Memorandum of
Understanding – Vandalia Operations and Special Attrition Program” and the “USW-GM-Delphi
Memorandum of Understanding – Home Avenue Operations and Special Attrition Program,” each entered
into as of August 16, 2007, as approved by the Bankruptcy Court on August 29, 2007, by and among
Delphi, GM, and the USW, including all attachments and exhibits thereto and all USW-Delphi
collective bargaining agreements referenced therein as modified, and each as now or hereafter
amended in connection herewith.



     Section 1.215 “Vacation” shall mean cash paid by Delphi during the time period included in
calculating the Labor Cost Amount for paid vacation time off, pursuant to the applicable collective
bargaining agreement, to hourly employees.



     Section 1.216 “Vandalia Facility” shall mean the facility located at 250 Northwoods
Boulevard, Vandalia, Ohio 45377.



     Section 1.217 “Warranty Settlement Agreement” shall mean the Warranty, Settlement and
Release Agreement and Covenant Not to Sue between Delphi and GM, dated as of August



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14, 2007, which
was authorized and approved by the Bankruptcy Court by order dated October 2, 2007 (Docket No.
10408).



     Section 1.218 “Warren Facility” shall mean the eight (8) facilities located at the
following locations: (i) Larchmont & North River Road, Warren, Ohio 44483; (ii) 5245 South Prospect
Street, Rootstown, Ohio 44266; (iii) 500 West Main Street, Cortland, Ohio 44410; (iv) 4551 Research
Parkway, Education Drive, Warren, Ohio 44483; (v) 408 Dana Street, Warren, Ohio 44483; (vi) 3400
Acropark Drive, Vienna, Ohio 44473; (vii) Griswold Street & Paige Avenue, Warren, Ohio 44483; and
(viii) 650 Mondial Parkway, Streetboro, Ohio 44241.



     Section 1.219 “Wichita Falls Facility” shall mean the facility located at 8600 Central
Freeway North, Wichita Falls, Texas 76305.



     Section 1.220 “Wind-down Facilities” shall mean the Anaheim Facility, the Anderson
Facility, the Columbus Facility, the Coopersville Facility, the Fitzgerald Facility, the Flint West
Facility, the Home Avenue Facility, the Laurel Facility, the Milwaukee E&C Facility, the Milwaukee
E&S Facility, the Moraine Facility, the Olathe Facility, and the Wichita Falls Facility.



MRA-26









 





ARTICLE II




CERTAIN EXHIBITS TO BE FILED UNDER SEAL




     Section 2.01 Identification of Exhibits to the Filed Under Seal.



          (a) The Parties agree that certain documents attached as exhibits hereto contain sensitive and
confidential business terms which, if publicly disclosed, could detrimentally affect the Debtors or
GM. Certain of these documents contain detailed proprietary information describing certain aspects
of the business relationship between the Parties and the Parties believe these documents contain
sensitive and confidential information of a type not typically disclosed to the public or made
available in the automotive industry. Moreover, certain of these documents contain confidentiality
provisions which compel the Parties to maintain the confidentiality of the terms of such
agreements.




          (b) The Parties agree to use commercially reasonable efforts to obtain approval by the
Bankruptcy Court of an order authorizing the Parties to file the following exhibits hereto under
seal:




	 	 	 	 	 
	 

	 	-
	 	Exhibit 1.24. Assumed Liabilities.
	 
	 

	 	-
	 	Exhibit 1.175. Retained Liabilities.
	 
	 

	 	-
	 	Exhibit 1.178. Excluded Saginaw Assets.
	 
	 

	 	-
	 	Exhibit 1.187. Separation Costs.
	 
	 

	 	-
	 	Exhibit 3.01(a)(i). Outstanding GM Purchase Orders.
	 
	 

	 	-
	 	Exhibit 3.01(b). Recently Awarded Business.
	 
	 

	 	-
	 	Exhibit 3.01(b)(i). Booked Business Pricing to Be Agreed.
	 
	 

	 	-
	 	Exhibit 3.02. Contract Extensions.
	 
	 

	 	-
	 	Exhibit 3.03(a). Changes in Manufacturing Location.
	 
	 

	 	-
	 	Exhibit 3.07. New Business Awards.
	 
	 

	 	-
	 	Exhibit 3.08(a). FOP Programs.
	 
	 

	 	-
	 	Exhibit 3.08(b). First Opportunity Process.
	 
	 

	 	-
	 	Exhibit 3.12. Sites That Are on New Business Hold As of September 11, 2008.

	 
	 

	 	-
	 	Exhibit 3.14. ROLR
	 
	 

	 	-
	 	Exhibit 4.02(b). Form of Monthly Invoice for the Aggregate Amount of the
Applicable Cash Burn Percentage of Production Cash Burn Incurred at all Support
Facilities.
	 
	 

	 	-
	 	Exhibit 4.02(i). Letter from Bill Hurles, of GM, to Jeff Paprocki, of
Delphi, dated February 1, 2007.
	 
	 

	 	-
	 	Exhibit 6.01. Access Agreement Term Sheet.






MRA-27









 






ARTICLE III




REVENUE PLAN




     Section 3.01 Existing Agreements.



          (a) Unless otherwise expressly provided in this Agreement or the Settlement Agreement, GM and
DAS shall continue to honor the terms and conditions of all existing GM Purchase Orders and other
contractual agreements with any of the Debtors (including long term and lifetime contracts and
other formal and verifiable agreements) in effect as of the Effective Date regarding the purchase
and supply of motor vehicle related components and component systems (“Component Parts”),
including all Component Parts that have been awarded to a Debtor pursuant to an award letter issued
by GM and not rejected by a Debtor in writing within a commercially reasonable period of time not
to exceed ten (10) business days, regardless of whether the production of Component Parts for such
program has commenced (“Existing Agreements”). The term “Existing Agreements” includes all
GM Purchase Orders issued to a Debtor by GM on or before the Effective Date that a Debtor has
accepted in accordance with the Standard GM Terms, regardless of whether a Debtor has formally
accepted the applicable GM Purchase Order in writing; provided, however, that
“Existing Agreements” do not include the GM Purchase Orders and award letters which a Debtor has,
in writing, rejected or otherwise declined to accept or which a Debtor has accepted subject to
conditions which remain outstanding (each an “Outstanding GM Purchase Order”). Other than
those purchase orders and award letters identified on Exhibit 3.01(a)(i), neither GM nor
Delphi is aware of any Outstanding GM Purchase Orders. In the event that Outstanding GM Purchase
Orders are identified by either Party following the execution of this Agreement, GM and Delphi
shall cooperate to promptly resolve any disputes or open issues relating to such Outstanding GM
Purchase Order. In the event that the Parties are unable to promptly resolve the disputes or open
issues relating to such Outstanding GM Purchase Order, then such matters shall be resolved in
accordance with section 3.10 of this Agreement. On the Effective Date, Delphi hereby rescinds
those certain letters dated August 24, 2005, August 31, 2005 and March 31, 2006 along with any
amendments and related correspondence, regarding Delphi’s requirement that all purchase order
renewals and extensions be accepted in writing by authorized Delphi executives in order to be
binding on Delphi. Notwithstanding anything to the contrary contained herein, the Parties
acknowledge that pursuant to section 8.03 of this Agreement, all Existing Agreements shall be
deemed assigned to DAS and, unless otherwise requested by Delphi, and consented to by GM, all GM
Purchase Orders issued on or after the date hereof and before September 14, 2015, including
confirming GM Purchase Orders issued pursuant to Article III of this Agreement and GM Purchase
Orders issued in connection with business awarded pursuant to sections 3.04 through 3.07 of this
Agreement, shall be issued to DAS.




          (b) The business covered by the Existing Agreements together with any business awarded
pursuant to sections 3.04 through 3.06 of this Agreement, any business awarded pursuant to section
3.07 of this Agreement that shall be produced at UAW Keep Facilities or IUE-CWA Keep Facilities,
and the business set forth on Exhibit 3.01(b) to this Agreement constitutes the “Booked
Business.” On and after the Effective Date, the initial price for Booked Business that is
subject to an Existing Agreement shall be the price set forth on the relevant GM Purchase Order or,
if there is no GM Purchase Order, the relevant award letter.




MRA-28









 







Notwithstanding the foregoing, the price for the Booked Business set forth on Exhibit
3.01(b)(i) shall be as mutually agreed by the Parties in accordance with section 3.09 of this
Agreement. The Existing Agreements for Booked Business are, and the GM Purchase Orders issued in
connection with the Booked Business that is not yet subject to an Existing Agreement shall be,
binding contracts for the “Contract Term” as defined in section 3.01(c) below.




          (c) The “Contract Term” for each Component Part manufactured at UAW Keep Facilities,
whether subject to an Existing Agreement or to be awarded under section 3.04 or 3.07 below, is or
shall be the life of the applicable program (the “UAW Keep Business”). The “Contract Term”
for each Component Part manufactured at UAW Sale Facilities, whether subject to an Existing
Agreement or to be awarded under section 3.04 or 3.07 below, is or shall be the life of the
applicable program until each Sale Facility is sold (the “UAW Sale Business”).
Additionally, in no event shall either the UAW Keep Business or the UAW Sale Business be subject to
termination for convenience until after December 31, 2011 or such longer period expressly provided
for in this Agreement, including the exhibits to this Article III. The “Contract Term” for each
Component Part manufactured at IUE-CWA Keep Facilities, whether subject to an Existing Agreement or
awarded under section 3.05 or 3.07 below (the “IUE-CWA Business”), is or shall be until
October 12, 2011, and in any case shall not be subject to termination for convenience until after
December 31, 2011 or such longer period expressly provided for in this Agreement, including the
exhibits to this Article III. Those Component Parts sourced by a GM Party to Delphi’s Mexican
Affiliates or otherwise manufactured by Delphi’s Affiliates in Mexico (the “Mexican
Business”) shall not be subject to termination for convenience until after December 31, 2010.
The “Contract Term” for all other Booked Business which is not UAW Keep Business, UAW Sale
Business, or IUE-CWA Business is as set forth in this Agreement, including the exhibits to this
Article III, and if not set forth in this Agreement, including the exhibits to this Article III, as
set forth in the applicable Existing Agreement or as negotiated by the Parties in accordance with
this Agreement.




     Section 3.02 Contract Extensions. GM and Delphi have negotiated extensions of certain
Existing Agreements as set forth on Exhibit 3.02 to this Agreement. The applicable
Existing Agreements are hereby amended to incorporate the terms set forth on Exhibit 3.02
to this Agreement, and GM shall issue confirming purchase orders to DAS in the course of GM’s
normal business practices. To the extent that any confirming purchase order fails to reflect the
terms set forth in Exhibit 3.02 to this Agreement or contains terms inconsistent with the
terms set forth in Exhibit 3.02 to this Agreement, the terms of this Agreement shall
control even if Delphi continues to ship the applicable Component Parts following the issuance of
the confirming purchase order.



     Section 3.03 Price Down Arrangements.



          (a) DAS shall honor the price reductions provided for in Existing Agreements (the
“Contractual Savings”) with respect to the Component Parts. In addition, the applicable
Delphi Affiliates will honor the price reductions provided for in the applicable purchase orders or
supply contracts relating to the Mexican Business. The GM Parties are not entitled to receive, and
shall not request or require, directly or indirectly, additional price reductions from DAS with
respect to the Component Parts which are subject to the Existing Agreements or from DAS or its
Mexican Affiliates with respect to the Mexican Business; provided, however, that
the GM




MRA-29









 







Parties are entitled to receive additional price reductions in connection with (i) technical,
engineering and other cost savings initiatives in accordance with the terms of the Existing
Agreements, purchase orders or supply contracts, as applicable (other than those technical,
engineering and cost savings initiatives implemented before January 1, 2008), and (ii) changes in
manufacturing location (other than the changes in manufacturing locations identified on Exhibit
3.03(a) to this Agreement). DAS is entitled to receive price increases from GM for the
Component Parts in connection with technical and engineering initiatives in accordance with the
terms of Existing Agreements. The applicable Delphi Affiliates are entitled to receive price
increases for the Mexican Business component parts in connection with technical and engineering
initiatives in accordance with the terms of the purchase orders and supply contracts relating to
the Mexican Business. Notwithstanding the foregoing, commercial discussions regarding directed-buy
components shall be handled in the ordinary course of business between the Parties.




          (b) GM is not entitled to receive, and shall not request or require, directly or indirectly,
price reductions from Delphi for any Component Parts manufactured at any of the Wind-down
Facilities.




     Section 3.04 New Business Awards at UAW Keep Facilities. GM has agreed to award to Delphi
certain new business under the terms identified in Exhibits A and A-1 of the UAW MOU, which is
incorporated herein by reference, for production at the applicable UAW Facilities referenced
therein. Consistent with the UAW MOU, Delphi shall place and keep all programs awarded to UAW Keep
Facilities pursuant to this section 3.04 at the applicable UAW Keep Facilities for the lifetime of
such programs.



     Section 3.05 New Business Awards at IUE-CWA Keep Facilities. GM has agreed to award to
Delphi certain new business under the terms identified in Exhibits A and A-1 of the IUE-CWA MOU,
which is incorporated herein by reference, for production at the applicable IUE-CWA Facilities
referenced therein. Consistent with the IUE-CWA MOU, Delphi shall place and keep all programs
awarded to IUE-CWA Keep Facilities pursuant to this section 3.05 at the applicable IUE-CWA Keep
Facilities until October 12, 2011.



     Section 3.06 Reserved.



     Section 3.07 Other New Business Awards. GM shall award to Delphi the new business set
forth on Exhibit 3.07 to this Agreement subject to agreement between the Parties on the
pricing and other business terms for such business as set forth in section 3.09 of this Agreement.



     Section 3.08 First Opportunity Process. GM shall provide Delphi with preferential bidding
opportunities with respect to the business set forth in Exhibit 3.08(a) hereto pursuant to
a first opportunity process, the terms and conditions of which are set forth in
Exhibit 3.08(b) hereto.



     Section 3.09 Pricing and Other Business Terms for Certain Booked Business and New Business
Awards. Pricing and other business terms for the new business to be awarded pursuant to
sections 3.01 and 3.04 through 3.07 of this Agreement, to the extent not already



MRA-30









 







established, shall
be established through good faith negotiations between the GM commercial team and the Delphi sales
team with the intent to award the applicable business to Delphi on
terms mutually acceptable to Delphi and GM. Negotiation of and agreement on terms of such new
business awards shall take into consideration, among other items, (i) the labor and other
applicable cost differentials between the Delphi U.S. manufacturing location where the applicable
Component Parts will be manufactured, (ii) the Delphi non-U.S. manufacturing locations where the
applicable Component Parts could be manufactured, (iii) the U.S. and non-U.S. manufacturing
locations of Delphi’s competitors where the applicable parts could be manufactured and the relevant
pricing available from such competitors, and (iv) the Parties’ respective obligations under the
Labor MOUs. In the event that GM and Delphi are unable to reach agreement on pricing for any
specific program or business award, negotiations regarding such pricing shall be resolved in
accordance with section 3.10 of this Agreement. Except as expressly set forth herein, GM has not
agreed to negotiate or waive Standard GM Terms with respect to new business awarded pursuant to
sections 3.04 through 3.07 of this Agreement.



     Section 3.10 Dispute Resolution. In the event that a dispute arises among the Parties
relating to any term or provision of Article III (an “Article III Dispute”), upon the
written request of either Party, such Article III Dispute shall be referred to the applicable
Purchasing Executive Director at GM and applicable Product Business Unit or Divisional Sales
Director at Delphi for resolution in good faith. In the event that such directors are unable to
resolve such Article III Dispute, such Article III Dispute shall be referred, at either Party’s
written request, to the Group Vice-President, Global Purchasing and Supply Chain for GM and the
appropriate Delphi Divisional President. If within ten (10) days after such referral, GM’s Group
Vice-President, Global Purchasing and Supply Chain and the Delphi Divisional President are unable
to resolve the Article III Dispute, the Article III Dispute shall be elevated, at either Party’s
request, to either GM’s Chief Financial Officer or GM’s President of GM North America (at GM’s
election) and either Delphi’s Chief Executive Officer or Delphi’s Chief Financial Officer (at
Delphi’s election) for resolution. To the extent that the job title of any of the foregoing
positions is changed, this section 3.10 shall be deemed to apply to such successor title or, if the
position is eliminated or vacated, to the job title of the party taking over the responsibilities
of the eliminated or vacated position.



     Section 3.11 Limitations on Global Sourcing.



          (a) Other than Global Sourcing as a result of (i) a material breach of the applicable GM
Purchase Order, subject to a commercially reasonable cure period under the circumstances
(understanding that there is no cure period for an actual interruption of GM assembly operations or
the imminent threat of an interruption of GM assembly operations), or (ii) Delphi’s failure, after
a commercially reasonable cure period under the circumstances, to remain technologically
competitive (taking into consideration solely technology and not price) with respect to a given
Component Part, GM shall not engage in Global Sourcing with respect to UAW Keep Business, UAW Sale
Business and IUE-CWA Business, each for the longer of the applicable Contract Term or December 31,
2011. Notwithstanding anything to the contrary contained herein, GM’s ability to Global Source
shall in all cases be consistent with the Labor MOUs.



MRA-31









 





          (b) Other than Global Sourcing as a result of (i) a material breach of the applicable purchase
order or supply contract, subject to a commercially reasonable cure period under the circumstances
(understanding that there is no cure period for an actual interruption of a
GM Party’s assembly operations or the imminent threat of an interruption of a GM Party’s
assembly operations), or (ii) a Delphi Affiliate’s failure, after a commercially reasonable cure
period under the circumstances, to remain technologically competitive (taking into consideration
solely technology and not price) with respect to a given component part, the GM Parties shall not
engage in Global Sourcing with respect to the Mexican Business through December 31, 2010.



          (c) Nothing in this Agreement shall be construed to restrict the GM Parties in any way from
Global Sourcing with respect to any other products or business except as set forth in sections
3.11(a), 3.11(b), and 3.11(e) hereof.



          (d) Nothing in this Agreement, the UAW MOU, the IUE-CWA MOU, the USW MOU, or any Exhibits
hereto prohibits or otherwise limits in any way GM’s ability to conduct benchmarking and/or market
testing activities or enter into discussions, negotiations, and agreements (including, but not
limited to, contingent supply agreements) regarding the production of Component Parts by any
potential alternative supplier(s).



          (e) During the periods set forth in sections 3.11(a) and 3.11(b) above, the applicable GM
Party shall notify Delphi of its intent to Globally Source any UAW Keep Business, any IUE-CWA
Business or any Mexican Business at least thirty (30) days prior to the scheduled implementation of
such Global Sourcing. In the event that Delphi reasonably believes that such Global Sourcing is a
breach of a GM’ Party’s obligations under this Agreement, then at Delphi’s election the matter
shall be resolved in accordance with section 3.10 of this Agreement and the applicable GM Party
shall refrain from Global Sourcing until the thirty (30) day notice period has expired.



          (f) To the extent the applicable purchase order or supply contract relating to any UAW Keep
Business, any IUE-CWA Business or any Mexican Business expires by its own terms before the
applicable Global Sourcing protection period set forth in sections 3.11(a) or 3.11(b) above has
expired, the applicable Delphi Affiliate will have the option to continue to supply the applicable
component part(s) for the remainder of the period specified in section 3.11(a) or 3.11(b) at the
pricing in effect at the end of the contract term. To exercise this option, the applicable Delphi
Affiliate will provide the applicable GM Party with a written notice of its intent to exercise the
option as set forth above and the applicable GM Party will issue a conforming purchase order or
supply contract to the Delphi Affiliate for the remainder of the term specified in section 3.11(a)
or 3.11(b) above, as applicable, at the pricing in effect at the end of the contract term. To the
extent the applicable Delphi Affiliate elects not to exercise its option, the Global Sourcing
protection for the applicable component part(s) will terminate effective on the date the applicable
contract expires.



     Section 3.12 Bidding Opportunities. In addition to the business awards and bidding
opportunities provided by the foregoing provisions of this Article III, Delphi shall be considered
“Green” to the business plan through December 31, 2011 with respect to the UAW Keep Facilities and
the IUE-CWA Keep Facilities. In addition, Delphi shall be considered “Green” to the business plan
through December 31, 2010 for those facilities which produce the Mexican



MRA-32









 







Business. Such “Green”
rating requires that GM provide Delphi with the full opportunity to quote on the applicable new
business, provided that the Delphi facility producing the applicable Component Part is not
placed on “New Business Hold” in accordance with GM’s normal
business practices utilized with other suppliers. GM agrees that as of the date of this Agreement
and other than as specified on Exhibit 3.12 to this Agreement, no Delphi facilities
producing the UAW Keep Business, the IUE-CWA Business or the Mexican Business are on “New Business
Hold.” GM shall consider Delphi’s bids for such business in accordance with GM’s normal business
practices utilized with other suppliers. Delphi acknowledges and agrees that any sourcing of
business pursuant to this section 3.12 shall be in GM’s sole discretion.



     Section 3.13 Temporary Acceleration of Payment Terms. Upon the MRA Consummation Date, (i)
GM agrees to temporarily accelerate payment terms on all Component Parts supplied to GMNA and GMSPO
by DAS from MNS-2 to Net 15th Prox. through December 31, 2011 (the “Temporary Acceleration of
Payment Terms”) and (ii) GM shall make a payment to DAS as necessary to implement such
Temporary Acceleration of Payment Terms as of the MRA Consummation Date. The provisions of this
section 3.13 do not apply to the contracts to be accelerated to “net 10 day” payment terms under
section 4.02(h) below.



          (a) The applicable Existing Agreements are hereby amended to incorporate the Temporary
Acceleration of Payment Terms contemplated in this Section 3.13. To the extent that any purchase
orders for Existing Agreements or future purchase orders impacted by the Temporary Acceleration of
Payment Terms fail to reflect the terms set forth in this Section 3.13 or contains terms
inconsistent with the terms set forth in this Section 3.13, the terms of this Section 3.13 shall
control even if DAS continues to ship the applicable Component Parts following the issuance of the
such purchase orders.




          (b) Beginning January 1, 2012, DAS shall be systematically transitioned back to MNS-2 in six
equal installments over the following six (6) calendar quarters in a manner to be further agreed
upon by the parties. In no event will the Temporary Acceleration of Payment Terms continue after
April 1, 2013, on which date all impacted contracts or supply agreements will revert to MNS-2
payment terms (to the extent they have not reverted prior to that date).




          (c) Should a dispute arise regarding the Temporary Acceleration of Payment Terms pursuant to
this section 3.13 that cannot be resolved within a commercially reasonable period of time, at
either Party’s election, such dispute shall be resolved in accordance with section 3.10 of this
Agreement.




     Section 3.14 Keep Site Right of Last Refusal. With respect to any UAW Keep Business or any
IUE-CWA Business, provided that GM has the right under this Agreement and the Labor MOUs to engage
in Global Sourcing with respect to any such Business and elects to do so, Delphi shall have a Right
of Last Refusal (ROLR) until August 31, 2012 to be exercised as set forth in Exhibit 3.14
hereto.



MRA-33









 





ARTICLE IV




FACILITIES PORTFOLIO




     Section 4.01 Labor Reimbursement.



          (a) Under the terms of, and pursuant to the process set forth in, this section 4.01, GM shall
reimburse Delphi for certain labor costs as set forth below:



               (i) 50% of Excess Labor Costs for the Red Circle Period at the UAW Keep Facilities, the
IUE-CWA Keep Facilities, Sale Facilities, Footprint Facilities, and Wind-down Facilities;



               (ii) 100% of Excess Labor Costs for the period from September 15, 2007, through December 31,
2007, at the UAW Keep Facilities, the Sale Facilities, the UAW Footprint Facilities, and the UAW
Wind-down Facilities;



               (iii) The Applicable Labor Reimbursement Percentage of Excess Labor Costs at the UAW Keep
Facilities for the period from January 1, 2008, through September 14, 2015; provided,
however, that the amounts payable for December of each calendar year 2008 through 2014 and
for September 2015 shall be decreased (in the event the Applicable Labor Reimbursement Percentage
of Excess Labor Costs for such calendar year exceeds the Actual Applicable Labor Reimbursement
Percentage of Excess Labor Costs for such calendar year) or increased (in the event the Applicable
Labor Reimbursement Percentage of Excess Labor Costs for such calendar year is less than the Actual
Applicable Labor Reimbursement Percentage of Excess Labor Costs for such calendar year) by the
Reimbursement Adjustment Amount; and



               (iv) 100% of Additional Labor Reimbursement, regardless of whether obligations set forth in
sections 4.01(a)(i through iii) or 4.02 hereof expire. Delphi will use commercially reasonable
efforts to apply Management Controls of Employee Costs as defined in this Agreement. Delphi shall
regularly provide to GM periodic operating reports on labor and labor cost drivers, such as for
hours worked, disability rates, overtime hours worked, employees receiving Supplemental
Unemployment Benefits, etc., of the same type and on the same interval as Delphi historically has
generated for itself in the management of its business. Alternatively, Delphi may grant GM direct
access to Delphi systems and vendors regarding all claims within the scope of the Additional Labor
Reimbursement. In no event shall such Additional Labor Reimbursement duplicate or be duplicative
of payments by GM otherwise required by section 4.01(a)(i-iii) or elsewhere in this Agreement.
Additional Labor Reimbursement shall not include penalties incurred as a result of Delphi’s
violation of the law or failure to follow procedures, such as filing deadlines. GM’s obligation
regarding the Additional Labor Reimbursement shall be net of all recovered overpayments, rebates or
refunds, subsidies, collateral, retroactive Social Security Disability awards, and the like.



          (b) GM’s reimbursement of Excess Labor Costs and Additional Labor Reimbursement described in
section 4.01(a) of this Agreement shall be paid by GM pursuant to the following procedure:





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               (i) Delphi shall endeavor to deliver to GM, no later than sixty (60) days before the Effective
Date, an invoice reflecting actual Excess Labor Costs from October 1, 2006, through August 31,
2007. Delphi shall further endeavor to deliver to GM, no later than 30 days before the Effective
Date, and no earlier than forty-five (45) days before the Effective Date, another invoice
reflecting any actual Excess Labor Costs for all months after August 31, 2007, for which Delphi has
closed its books, and Delphi’s good faith estimate of Excess Labor Costs for all subsequent periods
through the Effective Date. GM shall pay amounts in such invoices containing all information and
representations required by section 4.01(b)(iii) (the “Paid Pre-Effective Date Subsidy”) on
the Effective Date. Delphi shall recalculate, within sixty (60)
days after the Effective Date or within twenty-four (24) days after the year-end close of
Delphi’s books, whichever is later, the amount due for the period preceding the Effective Date
based on actual Excess Labor Costs during that period and provide GM with a statement (the
“Pre-Effective Date Subsidy Statement”) showing the actual amount due under section 4.01(a)
(the “Actual Pre-Effective Date Subsidy”). If the Actual Pre-Effective Date Subsidy
exceeds the Paid Pre-Effective Date Subsidy, GM shall pay to Delphi the difference via wire
transfer in immediately available funds within thirty (30) days of receipt of the Pre-Effective
Date Subsidy Statement. If the Actual Pre-Effective Date Subsidy is less than the Paid
Pre-Effective Date Subsidy, Delphi shall pay to GM the difference via wire transfer in immediately
available funds within thirty (30) days of GM’s receipt of the Pre-Effective Date Subsidy Statement
from Delphi.



               (ii) Following the Effective Date regarding Excess Labor Costs and following January 1, 2009
regarding Additional Labor Reimbursement, Delphi shall invoice GM on a monthly basis for the Excess
Labor Costs and Additional Labor Reimbursement that GM is obligated to reimburse Delphi pursuant to
section 4.01(a) of this Agreement. Delphi shall endeavor to deliver such invoices to the Director
of Business Development at GM within twenty (20) days after month-end close of Delphi’s books (if
the 20th day falls on a weekend or holiday, Delphi shall endeavor to deliver the invoice to GM by
the next business day).



               (iii) Such monthly invoices and invoices described in section 4.01(b)(i) for Excess Labor
Costs hereof shall be in the form set forth on Exhibit 4.01(a) to this Agreement and shall
include all supporting documentation referenced in Exhibit 4.01(a) to this Agreement and a
representation from Delphi that such documentation is substantially complete and substantially
accurate in all respects. Such monthly invoices for Additional Labor Reimbursement shall include
reasonably detailed supporting documentation and a representation from Delphi that such
documentation is substantially complete and substantially accurate in all respects. GM and Delphi
agree to work together in good faith to amend the form of invoices if necessary due to changed
circumstances. In addition, unless Delphi otherwise consents, the invoices described herein and
any information included in or specifically taken from such invoices, except to the extent such
information is publicly available or can be obtained from other sources that are not, to GM’s
knowledge, subject to an obligation of confidentiality, (i) shall be used solely for the purpose of
confirming the amount of Excess Labor Costs and Additional Labor Reimbursement and (ii) shall not
be disclosed to any member of GM GPSC.



               (iv) Delphi shall endeavor to provide, on or before August 1st of each year or as soon as
reasonably practicable thereafter, but in no event later than December 1st of each year, to GM a
non-binding forecast of amounts that Delphi projects GM will be required to pay pursuant to this
section 4.01 for the following two (2) calendar years, and GM and Delphi



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shall work together to
update the first year of such forecast on a quarterly basis; provided, however,
that the amount of GM’s obligation to pay any amount pursuant to this section 4.01 shall not be
increased or decreased to equal any such forecast amounts, and Delphi’s right to receive payments
from GM shall not be affected by the amount of such forecast amounts.



               (v) GM shall pay all amounts in each monthly invoice referred to in section 4.01(b)(ii)
containing all information and representations required by this section 4.01(b) within twenty (20)
days following receipt of the invoice or as otherwise agreed by GM and Delphi (if the 20th day
falls on a weekend or holiday, GM shall pay Delphi on the next business
day). Notwithstanding anything to the contrary in this Agreement or the Settlement Agreement,
any payment by GM or Delphi of any amount pursuant to this section 4.01 shall be subject to the
right of GM or Delphi, as applicable, to offset all or part of such payment as provided in section
8.01 hereof.



          (c) Delphi shall (i) permit GM (excluding the members of GM GPSC) and/or its agents, at GM’s
expense, to audit Delphi’s books and records relating to Excess Labor Costs and Additional Labor
Reimbursement, and (ii) reasonably cooperate with GM and its agents in any such audit activities in
a timely manner; provided, however, that (x) GM shall provide Delphi with
reasonable advance written notice identifying the records and information that GM intends to audit,
(y) GM shall reasonably cooperate with Delphi and its agents in any such audit activities, and (z)
GM shall, before seeking to audit Delphi’s books and records regarding Excess Labor Costs and
Additional Labor Reimbursement, request that Delphi provide reasonably sufficient supporting
information with respect to any inquiry by GM regarding Excess Labor Costs and Additional Labor
Reimbursement. In addition, unless Delphi otherwise consents, any and all information obtained by
or through any audit of Delphi’s books and/or records by GM and/or its agents, except to the extent
such information is publicly available or can be obtained from other sources that are not, to GM’s
knowledge, subject to an obligation of confidentiality, (i) shall be used solely for the purpose of
confirming the amount of Excess Labor Costs and Additional Labor Reimbursement, and (ii) shall not
be disclosed to any member of GM GPSC.




          (d) Delphi agrees to use commercially reasonable efforts to maximize the use of temporary
employees and minimize the use of skilled labor, as work rules allow, with a goal of achieving a
more competitive Labor Cost Amount, provided that Delphi’s right to receive payments from GM shall
not be affected by any failure to achieve a more competitive Labor Cost Amount.




     Section 4.02 Production Cash Burn Breakeven.



          (a) With respect to any of the Sale Facilities or UAW Footprint Facilities (the “Support
Facilities”) for which GM requires production at any time on or after January 1, 2008, GM
agrees, under the terms and pursuant to the process set forth in this section 4.02, to reimburse
Delphi for the Applicable Production Cash Burn Percentage of Production Cash Burn at such facility
from January 1, 2008 (or such later date agreed to by GM and Delphi) through the Support End Date
for such facility (a “Support Period”); provided, however, that to the
extent that net sales attributable to any Support Facility exceed the sum of cash expenditures and
accrued expenses included in the definition of Production Cash Burn for such Support Facility


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during its Support Period, such excess amount shall offset amounts that GM would otherwise pay in
respect of other Support Facilities for which GM is reimbursing Production Cash Burn during such
Support Period.




          (b) GM shall reimburse Delphi as required in section 4.02(a) of this Agreement pursuant to the
following procedure:




               (i) Following the Effective Date, Delphi shall invoice GM on a calendar month basis for the
aggregate amount of the Applicable Production Cash Burn
Percentage of Production Cash Burn actually incurred at all Support Facilities during the
applicable month. Delphi shall deliver the invoice to the Director of Business Development at GM
by the 20th day of the month following each invoice period (if the 20th day of the month falls on a
weekend or holiday, Delphi shall endeavor to deliver the invoice to GM by the next business day).



               (ii) Each monthly invoice for the aggregate amount of the Applicable Production Cash Burn
Percentage of Production Cash Burn actually incurred at all Support Facilities shall be in the form
of Exhibit 4.02(b) hereto, shall have attached as supporting detail an invoice for each
Support Facility (also in the form of Exhibit 4.02(b) hereto), and include a representation
from Delphi that the attached supporting detail is substantially complete and substantially
accurate in all respects. GM and Delphi agree to work together in good faith to amend the form of
invoice if necessary due to changed circumstances.



               (iii) GM shall pay all amounts in each invoice containing all information and representations
required by section 4.02(b)(ii) within thirty (30) days following receipt of the invoice or as
otherwise agreed by GM and Delphi (if the 30th day following receipt of the invoice falls on a
weekend or holiday, GM shall pay Delphi on the next business day). Notwithstanding anything to the
contrary in this Agreement or the Settlement Agreement, any payment by GM or Delphi of any amount
pursuant to this section 4.02 shall be subject to the right of GM or Delphi, as applicable, to
offset all or part of such payment as provided in section 8.01 hereof.



               (iv) If any monthly invoice submitted under this section 4.02 reflects an aggregate positive
cash flow for all Support Facilities during the applicable month, the amount of the aggregate
positive cash flow shall be a credit to GM solely against any future amounts GM owes Delphi
pursuant to this section 4.02. For the avoidance of doubt, Delphi shall not be obligated to make
any cash payment to GM with respect to any credit under this section 4.02 nor shall any credits
under this section 4.02 be applied against any sums owed by GM under any other provision of this
Agreement or any other agreement.



          (c) Delphi shall (i) with respect to the Flint East Facility, permit an outside auditor, at
GM’s expense, to audit Delphi’s books and records relating to Production Cash Burn, (ii) with
respect to all other Support Facilities, permit GM (excluding the members of GM GPSC) and/or its
agents, at GM’s expense, to audit Delphi’s books and records relating to Production Cash Burn, and
(iii) reasonably cooperate with GM and/or its agents in any such audit activities in a timely
manner; provided, however, that (w) GM shall provide Delphi with reasonable advance
written notice identifying the records and information that GM intends to audit, (x) GM



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shall
reasonably cooperate with Delphi and its agents in any such audit activities, (y) GM shall, before
seeking to audit Delphi’s books and records regarding Production Cash Burn, request that Delphi
provide reasonably sufficient supporting information with respect to any inquiry by GM regarding
Production Cash Burn, and (z) any and all information obtained by or through any audit of Delphi’s
books and records shall not be disclosed to any member of GM GPSC, except to the extent such
information is publicly available or can be obtained from other sources that are not, to GM’s
knowledge, subject to an obligation of confidentiality. Notwithstanding anything contained herein,
neither GM nor any of its agents shall be entitled to audit pursuant to this
section 4.02(c) Delphi or Delphi’s books and records until GM has commenced making the
payments required pursuant to section 4.02 hereof.



          (d) In consideration of GM’s acceptance of responsibility for certain Supplemental
Unemployment Benefits and Severance at the Footprint Facilities, GM shall receive a credit in the
full amount of the first $10 million for which GM is responsible under this section 4.02. The
monthly invoices delivered by Delphi pursuant to this section 4.02 shall reflect and shall be
reduced by the amount of the $10 million credit, with the credit applied dollar for dollar against
the first and each subsequent invoice until applied in full.



          (e) On or before the date on which payment pursuant to this section 4.02 would be due from GM
to Delphi with respect to the invoice pertaining to December of any year, Delphi shall pay to GM,
with respect to each Sale Facility (so long as it was also a Support Facility at any point during
such year), via wire transfer in immediately available funds an amount (the “Warranty Cost
Amount”) equal to one-third of the amount by which warranty costs associated with such facility
during the portion of such calendar year such Sale Facility was a Support Facility exceeded an
amount equal to the product of (x) the number of months during the year for which GM was obligated
to cover warranty costs under Production Cash Burn and (y) 125% of (i) in respect of the Sandusky
Facility, $0; (ii) in respect of the Adrian Facility, $0; (iii) in respect of the Saginaw Steering
Facility, $1,148,000; and/or (iv) with respect of the Athens Facility, $20,000 (for each such
facility, the “Base Monthly Warranty Level”), i.e.: one-third of (the warranty cost
associated with the applicable facility for the portion of the current year the Sale Facility was a
Support Facility — the number of months the Sale Facility was a Support Facility during the current
year x 125% of Base Monthly Warranty Level). If the warranty costs during any month in respect of
any Sale Facility (so long as it is also a Support Facility) are more than the greater of $1
million or 200% of the Base Monthly Warranty Level, then, on or before the date on which payment
pursuant to this section 4.02 would be due from GM to Delphi for such month, Delphi shall pay to GM
via wire transfer in immediately available funds an amount equal to one-third of the amount by
which the warranty costs exceed 125% of the Base Monthly Warranty Level; provided,
however, that (i) the amount of any annual payment otherwise required to be made by Delphi
pursuant to the first sentence of this section in respect of the year in which any monthly payment
is made by Delphi pursuant to this sentence shall be reduced by the amount of any such monthly
payment and (ii) if the aggregate amount of monthly payments made by Delphi pursuant to this
sentence in any calendar year exceeds the amount of any annual payment otherwise required to be
made by Delphi pursuant to the first sentence of this section in respect of such calendar year, GM
shall pay to Delphi via wire transfer in immediately available funds within thirty (30) days of
receipt by GM of the invoice under this section 4.02 for the month of December of such year an
amount equal to such excess.



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          (f) Delphi shall endeavor to provide, on or before August 1st of each year or as soon as
reasonably practicable thereafter, but in no event later than December 1st of each year, to the
Director of Business Development at GM a forecast of Production Cash Burn for the following two
calendar years for each Support Facility and GM shall review each forecast and provide any feedback
within 15 days after receipt of such forecast. Actual Production Cash Burn shall be tracked
against each annual forecast on a monthly basis. GM and Delphi shall work together to update each
annual forecast on a quarterly basis for the current calendar year. The amount of GM’s obligation to reimburse Delphi pursuant to this section 4.02 shall not be
increased or decreased to reflect any amounts forecasted pursuant to this section 4.02(f).



          (g) At GM’s direction, Delphi shall implement an incentive payment structure (the form and
substance of which shall be subject to Delphi’s consent, which shall not be unreasonably withheld)
separate from and in addition to Delphi’s current incentive payment structure, pursuant to terms
designed by GM to meet certain objectives for Delphi’s salaried employees at the Support
Facilities, and any amounts paid by Delphi under such incentive payment structure shall be included
as part of cost for purposes of the Production Cash Burn calculation; provided,
however, that nothing herein shall require GM to direct Delphi to implement an incentive
payment structure, and payments made under an incentive payment structure shall not be included as
part of the Production Cash Burn calculation unless GM directs its implementation in writing.



          (h) On January 1, 2008, GM shall accelerate its payment terms (for all payments made by GM
after such date) to “net 10 days” for products purchased by GM from Support Facilities that are not
also Sale Facilities. The accelerated payment terms for each such Support Facility shall end on
the Support End Date for such Support Facility.



          (i) GM and Delphi have agreed to work together to minimize excess and obsolete materials with
respect to the Support Facilities in accordance with the letter from Bill Hurles, of GM, to Jeff
Paprocki, of Delphi, dated February 1, 2007, which is attached hereto as Exhibit 4.02(i).
GM and Delphi have further agreed to handle extended fabrication and material obligations as set
forth in such letter.



          (j) Any inventory banks requested by GM at any Support Facility shall be produced by Delphi
through the order schedule as outlined in section 4.02(h) of this Agreement. The size and build
schedule for any such inventory banks shall be mutually agreed upon by GM and Delphi. GM shall
purchase the inventory upon production by Delphi and receipt of an invoice, subject to “net 10 day”
payment terms. At GM’s written direction, Delphi shall warehouse and maintain such inventory at
GM’s cost.



          (k) Current GM contract terms, including pricing, shall remain in force with no pricing
changes to be proposed for GM products produced at the Support Facilities.



          (l) Delphi shall use commercially reasonable efforts to minimize the Production Cash Burn at
each Support Facility.



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          (m) GM may, in its sole discretion, assist the Delphi purchasing organization, as requested by
Delphi, in the negotiation and purchase of material for the Support Facilities after December 31,
2007.



          (n) After such time as GM makes its first payment to Delphi under this section 4.02, GM may,
in its sole discretion, designate GM employee(s) or advisor(s), compensated by GM, to work at any
Support Facility (except for the Flint East Facility) as advisors to Delphi to help minimize
Production Cash Burn after (i) in the case of the Needmore Road Facility, the Saginaw E&C Facility,
the Sandusky Facility, or the Adrian Facility December 31, 2007, and (ii) in the case of the
Saginaw Steering Facility or the Athens Facility,
December 31, 2008. As necessary to support GM’s efforts to reduce Production Cash Burn,
Delphi shall provide such GM representatives with access to the operations of the Support
Facilities (except for the Flint East Facility) as well as to the books and records relating to
such Support Facilities. The GM representatives may also review ongoing expenditures at any such
Support Facility during the Support Period for such Support Facility.



          (o) GM, with the concurrence of Delphi, which shall not be unreasonably withheld, may, but
shall not be required to, extend employment offers to Delphi salaried employees affiliated with the
products or operations of the Support Facilities after (i) in the case of any employee associated
with the Flint East Facility, June 30, 2008, (ii) in the case of any employee associated with the
Needmore Road Facility and the Saginaw E&C Facility, December 31, 2007, (iii) in the case of any
employee associated with the Saginaw Steering Facility or the Athens Facility, December 31, 2008,
and (iv) in the case of any employee associated with the Sandusky Facility or the Adrian Facility,
December 31, 2007; provided, however, that with respect to any Sale Facility, GM’s
right to extend employment offers pursuant to this section 4.02(o) shall be suspended so long as
there is a sale of such Sale Facility pending pursuant to a signed memorandum of understanding or
purchase agreement. GM may, but shall not be required to, locate employees that GM hires under
this section 4.02(o) at any Support Facility until such Support Facility is wound-down or its
ownership is transferred to a party other than Delphi; provided, however, that no
salaried employees employed by GM shall hold or be deemed by Delphi or GM to hold a managerial
position at any Support Facility.



     Section 4.03 Sunset Requirements.



          (a) GM has agreed, pursuant to section B of and Attachment A to the UAW MOU, to, among other
things, provide certain support so that Delphi shall no longer have responsibility for production
operations or for employment of UAW-represented employees by dates specified in the UAW MOU in
respect of the Saginaw Steering Facility, the Sandusky Facility, the Adrian Facility, the Flint
East Facility, the Needmore Road Facility and the Saginaw E&C Facility. For the avoidance of
doubt, GM shall have no obligations (and shall not be responsible for any liabilities) in respect
of such facilities, other than obligations expressly set forth in the UAW MOU, this Agreement or
the Settlement Agreement, or such obligations, if any, expressly set forth in any Existing
Agreements. Delphi agrees that it shall not seek any compensation from GM, the UAW or any other
party in consideration of Delphi’s cessation of responsibility pursuant to section B of the UAW MOU
except as provided for in this Agreement, the Settlement Agreement or any Existing Agreements.



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          (b) GM and Delphi acknowledge that Delphi expects to cease GM production at the Athens
Facility on or before December 31, 2009. GM and Delphi agree to use commercially reasonable
efforts to relocate or source, on or before such date, production of all Component Parts which are
manufactured at the Athens Facility, which relocation shall be coordinated with and approved by GM
in accordance with GM’s Business Transfer Approval Board process (the “BTAB Process”). In
the event the production of Component Parts for GM at the Athens Facility has not been completely
relocated or sourced to other facilities by December 31, 2009 due to technical, sourcing or
manufacturing- based impediments, and despite the Parties’ having used commercially reasonable
efforts to meet the December 31, 2009 date, GM and Delphi shall mutually discuss and reasonably
cooperate to address any additional
production that is necessary to support GM following such date. In connection with the closure
of the Athens Facility, GM agrees to utilize commercially reasonable efforts to coordinate the
timing of flowback opportunities in the most cost-effective manner practicable. Delphi agrees that
a condition of any sale of the Athens Facility shall be that the buyer agrees in writing to comply
with this section 4.03(b). GM agrees that there shall be no adverse economic impact to Delphi
related to hourly and salaried separation costs and costs of moving equipment in connection with
any closure of the Athens Facility, and GM shall be responsible for any such costs borne by Delphi.
Delphi and GM agree that if the Athens Facility is sold, the buyer (who will reap the long-term
benefit of closure of the Athens Facility) shall bear the entire economic impact of closure of the
Athens Facility, including, without limitation, hourly and salaried separation costs and costs of
moving equipment, provided that GM shall provide flowback opportunities to GM locations or
otherwise satisfy long-term employment commitments for approximately 390 Athens former Tier I
employees.



          (c) GM and Delphi acknowledge that Delphi expects to close the Columbus Facility on or before
December 31, 2007. GM and Delphi agree to use commercially reasonable efforts to relocate or
source, on or before such date, production of all Component Parts which are manufactured at the
Columbus Facility, which relocation shall be coordinated with and approved by GM in accordance with
GM’s BTAB Process, subject to Delphi’s right to close the Columbus Facility no later than December
31, 2008. In the event the production of Component Parts at the Columbus Facility will not be
relocated or sourced to other facilities by December 31, 2007 due to technical, sourcing or
manufacturing-based impediments, and GM desires that Delphi continue operations at the Columbus
Facility to support GM production, despite the Parties’ having used commercially reasonable efforts
to meet the December 31, 2007 date, GM shall provide Delphi with sixty (60) days’ prior written
notice and GM and Delphi shall use commercially reasonable efforts to expedite the relocation of
production from the Columbus Facility, in which case Delphi shall continue to operate the Columbus
Facility in support of GM’s production requirements until a date to be agreed upon by GM and
Delphi, provided that Delphi shall not be obligated to operate such facility beyond
December 31, 2008. In addition, the Parties agree to engage in good faith discussions regarding
whether the Columbus Facility would be eligible for the Production Cash Burn subsidy under section
4.02 for the period after January 1, 2008. Delphi agrees that a condition of any sale of the
Columbus Facility shall be that the buyer agrees in writing to comply with this section 4.03(c).



          (d) GM and Delphi acknowledge that Delphi expects to close the Milwaukee E&C Facility on or
before December 31, 2007. GM and Delphi agree to use commercially reasonable efforts to relocate
or source, on or before such date, production of all Component



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Parts which are manufactured at the
Milwaukee E&C Facility, which relocation shall be coordinated with and approved by GM in accordance
with GM’s BTAB Process, subject to Delphi’s right to close the Milwaukee E&C Facility no later than
December 31, 2008. In the event the production of Component Parts at the Milwaukee E&C Facility
will not be relocated or sourced to other facilities by December 31, 2007 due to technical,
sourcing or manufacturing-based impediments, and GM desires that Delphi continue operations at the
Milwaukee E&C Facility to support GM production, despite the Parties’ having used commercially
reasonable efforts to meet the December 31, 2007 date, GM shall provide Delphi with sixty (60)
days’ prior written notice and GM and Delphi shall use commercially reasonable efforts to expedite
the relocation of production from the Milwaukee E&C Facility, in which case Delphi shall continue
to operate the Milwaukee E&C Facility in support of GM’s production requirements until a date
to be agreed upon by GM and Delphi, provided that Delphi shall not be obligated to operate
such facility beyond December 31, 2008. In addition, the Parties agree to engage in good faith
discussions regarding whether the Milwaukee E&C Facility would be eligible for the Production Cash
Burn subsidy under section 4.02 for the period after January 1, 2008. Delphi agrees that a
condition of any sale of the Milwaukee E&C Facility shall be that the buyer agrees in writing to
comply with this section 4.03(d).



     Section 4.04 GM Working Capital Backstop for Sale Facilities.



          (a) The Parties agree that the provisions of this section 4.04 are intended to provide Delphi
with an agreed upon minimum recovery of the working capital that Delphi has invested in the Sale
Businesses. The exercise of any Unsold Business Option under section 4.06 of this Agreement (other
than with respect to the Saginaw E&C Assets), including the occurrence of any deemed transfer
pursuant to section 4.06(c) of this Agreement, constitutes a sale under the provisions of this
section 4.04.



          (b) If the closing of the sale of the Global Interiors & Closures Business occurs on or before
the Effective Date:



               (i) GM will pay to Delphi on the Initial Payment Date a payment equal to the lesser of (A) $91
million, and (B) 100% of the amount, if any, by which the estimated Net Working Capital associated
with the Global Interiors & Closures Business as of the Closing Date (to the extent included as
part of the sale) exceeds the Initial Sale Proceeds (or, to the extent any adjustments have already
been made, the Adjusted Sale Proceeds) for the Global Interiors & Closures Business; or



               (ii) Delphi will pay to GM on the Closing Date 60% of the Excess Interiors Proceeds, if any.



               (iii) On each Adjustment Payment Date, GM or Delphi, as applicable, will make payment to the
other party of any adjustments required to the payments made under subsections (b)(i) and (b)(ii)
above to reflect the Adjusted Sale Proceeds or actual Net Working Capital as of the Closing Date,
in accordance with the procedures set forth in section 4.04(i).



          (c) If the closing of the sale of the Global Interiors & Closures Business has not occurred on
or before the Effective Date:



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               (i) GM will advance to Delphi (as an advance deposit against accounts payable to Delphi and
its U.S. and Mexican Affiliates), on the later of the Effective Date and January 2, 2008, the
lesser of (A) $91 million and (B) 100% of the estimated Net Working Capital associated with the
Global Interiors & Closures Business as of December 31, 2007 (the “Interiors Advance”).



               (ii) Upon the closing of a sale of the Global Interiors & Closures Business subsequent to GM
making the Interiors Advance




               (A) On the Closing Date, Delphi will pay to GM the amount of
the Interiors Advance (which payment shall reduce the Interiors
Advance to zero) by wire transfer in immediately available funds;




               (B) On the Closing Date, GM will pay to Delphi the amount equal
to the lesser of (x) $91 million, and (y) 100% of the amount, if
any, by which the estimated Net Working Capital associated with the
Global Interiors & Closures Business as of the Closing Date (to the
extent included as part of the sale) exceeds the Initial Sale
Proceeds (or, to the extent any adjustments have already been made,
the Adjusted Sale Proceeds), which payment is not an advanced
deposit, by wire transfer in immediately available funds; and




               (C) Delphi will pay to GM on the Closing Date an amount equal
to 60% of the Excess Interiors Proceeds, if any.



               (iii) On each Adjustment Payment Date, GM or Delphi, as applicable, will make payment to the
other party of any adjustments required to the payments made under subsection (c)(ii) above to
reflect the Adjusted Sale Proceeds or actual Net Working Capital as of the Closing Date, in
accordance with the procedures set forth in section 4.04(i).



         (d) If the closing of the sale of the Sandusky Business occurs on or before the Effective
Date:




               (i) Delphi will first pay to GM on the Initial Payment Date the Capital Procurement Payment
pursuant to the terms of the Capital Procurement Agreement.



               (ii) Subsequent to Delphi having paid the Capital Procurement Payment to GM, GM will pay to
Delphi on the Initial Payment Date the amount, if any, by which (A) the lesser of (1) $35 million
and (2) the estimated Net Working Capital associated with the Sandusky Business as of the Closing
Date (to the extent included as part of the sale) exceeds (B) the Initial Sale Proceeds (or, to the
extent any adjustments have already been made, the Adjusted Sale Proceeds) for the Sandusky
Business less the Capital Procurement Payment; or



               (iii) Delphi will pay to GM on the Closing Date 60% of the Excess Sandusky Proceeds, if any.



MRA-43









 





               (iv) On each Adjustment Payment Date, GM or Delphi, as applicable, will make payment to the
other party of any adjustments required to the payments made under subsections (d)(i) through (iii)
above to reflect the Adjusted Sale Proceeds or actual Net Working Capital as of the Closing Date,
in accordance with the procedures set forth in section 4.04(i).



        (e) If the closing of the sale of the Sandusky Business has not occurred on or before the
Effective Date:



               (i) GM will advance to Delphi (as an advance deposit against accounts payable to Delphi and
its U.S. and Mexican Affiliates), on the later of the Effective Date and January 2, 2008, the
lesser of (A) $35 million and (B) 100% of the estimated Net Working Capital associated with the
Sandusky Business as of December 31, 2007 (the “Sandusky Advance”).



               (ii) Upon the closing of a sale of the Sandusky Business subsequent to GM making the Sandusky
Advance




               (A) On the Closing Date, Delphi will pay to GM the amount of
the Sandusky Advance (which payment shall reduce the Sandusky
Advance to zero) by wire transfer in immediately available funds.




               (B) On the Closing Date, Delphi will pay to GM the Capital
Procurement Payment pursuant to the terms of the Capital Procurement
Agreement.




               (C) Upon Delphi having paid the Capital Procurement Payment to
GM, on the Closing Date, GM will pay to Delphi the amount, if any,
by which (1) the lesser of (x) $35 million, and (y) the estimated
Net Working Capital associated with the Sandusky Business as of the
Closing Date (to the extent included as part of the sale) exceeds
(B) the Initial Sale Proceeds (or, to the extent any adjustments
have already been made, the Adjusted Sale Proceeds) for the Sandusky
Business less the Capital Procurement Payment, which payment is not
an advanced deposit, by wire transfer in immediately available
funds; or




               (D) Delphi will pay to GM on the Closing Date 60% of the Excess
Sandusky Proceeds, if any.



               (iii) On each Adjustment Payment Date, GM or Delphi, as applicable, will make payment to the
other party of any adjustments required to the payments made under subsections (e)(i) and (e)(ii)
above to reflect the Adjusted Sale Proceeds or actual Net Working Capital as of the Closing Date or
December 31, 2007, as applicable, in accordance with the procedures set forth in section 4.04(i).



        (f) If the closing of the sale of the Global Steering Business occurs on or before the
Effective Date:



MRA-44









 





               (i) GM will pay to Delphi on the Effective Date a payment equal to the lesser of (A) $210
million, and (B) 66.6% of the amount, if any, by which the estimated Net Working Capital associated
with the Global Steering Business as of the Closing Date (to the extent included as part of the
sale) exceeds the Initial Sale Proceeds (or, to the extent any adjustments have already been made,
the Adjusted Sale Proceeds) for the Global Steering Business; or



               (ii) Delphi will pay to GM on the Closing Date 60% of the Excess Steering Proceeds.



               (iii) On each Adjustment Payment Date, GM or Delphi, as applicable, will make payment to the
other party of any adjustments required to the payments made under subsections (f)(i) and (f)(ii)
above to reflect the Adjusted Sale Proceeds or actual Net Working Capital as of the Closing Date,
in accordance with the procedures set forth in section 4.04(i).



        (g) If the closing of the sale of the Global Steering Business has not occurred on or before
the Effective Date:



               (i) GM will advance to Delphi (as an advance deposit against accounts payable to Delphi and
its U.S. and Mexican Affiliates), on the Effective Date, $210 million (the “Steering
Advance”).



               (ii) Between the making of the Steering Advance and the Closing Date of any sale of the
Steering Business, Net Working Capital will be reassessed as of the end of each calendar year in
accordance with the procedures set forth in section 4.04(i) and any necessary adjustments to the
Steering Advance will be made on the appropriate Adjustment Payment Date (A) in the case of an
increase in the Steering Advance, through an additional advance deposit against accounts payable to
Delphi and its U.S. Affiliates, and (B) in the case of a decrease in the Steering Advance, through
repayment by Delphi of the amount of such reduction.



               (iii) Upon the closing of a sale of the Steering Business subsequent to GM making the Steering
Advance




               (A) On the Closing Date, Delphi will pay to GM the amount of
the Steering Advance (which payment shall reduce the Steering
Advance to zero) by wire transfer in immediately available funds;




               (B) On the Closing Date, GM will pay to Delphi the amount equal
to the lesser of (x) 210 million, and (y) 66.6% of the amount, if
any, by which the estimated Net Working Capital associated with the
Steering Business as of the Closing Date (to the extent included as
part of the sale) exceeds the Initial Sale Proceeds (or, to the
extent any adjustments have already been made, the Adjusted Sale
Proceeds), which payment is not an advanced deposit); or



MRA-45









 






               (C) Delphi will pay to GM on the Closing Date an amount equal
to 60% of the Excess Steering Proceeds, if any.



               (iv) On each Adjustment Payment Date, GM or Delphi, as applicable, will make payment to the
other party of any adjustments required to the payments made under subsections (g)(i) through
(g)(iii) above to reflect the Adjusted Sale Proceeds or actual Net
Working Capital as of the Closing Date or December 31, 2007, as applicable, in accordance with
the procedures set forth in section 4.04(i).



          (h) Notwithstanding sections 4.04(f) and (g) above, the terms of the Transaction Facilitation
Agreement shall control so long as the Transaction Facilitation Agreement remains in effect.



          (i) On or before the applicable Invoice Delivery Date, Delphi shall deliver to GM its good
faith estimate of the calculation of any estimated payment owing under section 4.04 along with any
reasonably necessary and appropriate supporting financial statements and other information and, if
applicable, a preliminary closing statement for any sale (collectively, the “Estimated Payment
Calculation”). GM and/or Delphi shall pay all amounts owing with respect to any Estimated
Payment Calculation containing all information required by this section 4.04(i) on the dates such
payments are due and owing under the terms of this section 4.04. Notwithstanding anything to the
contrary in this Agreement or the Settlement Agreement, any payment by GM or Delphi of any amount
pursuant to this section 4.04(i) shall be subject to the right of GM or Delphi, as applicable, to
offset all or part of such payment as provided in section 8.01 hereof.



          (j) Within 20 days of each Adjustment Determination Date, Delphi shall deliver to GM the
calculation of any adjustment owing under sections 4.04(a)-(g) along with all necessary and
appropriate supporting financial statements and other information and, if applicable, a closing
statement for any sale (collectively, the “Adjustment Payment Calculation”). The
Adjustment Payment Calculation shall include all reasonably necessary supporting documentation and
a representation from Delphi that such documentation is substantially complete and substantially
accurate in all respects. GM and/or Delphi shall pay all amounts owing under any Adjustment
Payment Calculation containing all information and representations required by this section 4.04(j)
on the applicable Adjustment Payment Date. Notwithstanding anything to the contrary in this
Agreement or the Settlement Agreement, any payment by GM or Delphi of any amount pursuant to this
section 4.04(j) shall be subject to the right of GM or Delphi, as applicable, to offset all or part
of such payment as provided in section 8.01 hereof.



          (k) Delphi shall (i) permit GM and/or its agents, at GM’s expense, to audit Delphi’s books and
records relating to Adjustment Payment Calculations, and (ii) reasonably cooperate with GM and its
agents in any such audit activities in a timely manner; provided, however, that (x) GM
shall provide Delphi with reasonable advance written notice identifying the records and information
that GM intends to audit, (y) GM shall reasonably cooperate with Delphi and its agents in any such
audit activities, and (z) GM shall, before seeking to audit Delphi’s books and records regarding
Adjustment Payment Calculations, request that Delphi provide reasonably sufficient supporting
information with respect to any inquiry by GM



MRA-46









 







regarding Adjustment Payment Calculations. In
addition, unless Delphi otherwise consents, any and all information obtained by or through any
audit of Delphi’s books and/or records by GM and/or its agents, except to the extent such
information is publicly available or can be obtained from other sources that are not, to GM’s
knowledge, subject to an obligation of confidentiality, shall be used solely for the purpose of
confirming any Adjustment Payment Calculations.



          (l) As a condition of receiving payment of the Unrecovered Separation Costs in accordance with
section 4.04, Delphi agrees that it will not obligate buyers of the Global Interiors & Closures
Business, Global Steering Business or the Sandusky Business to pay such costs unless GM otherwise
agrees.



          (m) To the extent required under either Existing Agreements or agreements which GM or any of
the Delphi Parties enter into in the future, Delphi shall ensure that GM receives required
production from the Global Interiors & Closures Business, the Sandusky Business and the Global
Steering Business through the earlier of the Closing Date related to the sale of such business or
the applicable Business Outside Date.



     Section 4.05 Additional Terms Regarding Sale Facilities.



          (a) GM shall have the right to consent to the identity of any buyer or buyers of all or any
part of the Global Steering Business, Global Interiors & Closures Business, and/or the Sandusky
Business which is sold as a going concern and to the amount of proceeds to be paid upon the sale or
sales of any of such businesses if less than the Net Working Capital associated with the applicable
business; provided, however, that the right to consent to the identity of any buyer
or buyers shall not apply to any sale of assets that are no longer used for GM production,
including the Athens Facility and Columbus Facility (at such time as such facilities are no longer
used for GM production); and provided further, that any proceeds from the sale of
such assets (except for the Athens Facility, the Columbus Facility and de minimis surplus asset
sales) shall be treated as Sale Proceeds under section 4.04.



          (b) Delphi shall use commercially reasonable efforts to maximize the proceeds from and value
of the Global Steering Business, Global Interiors & Closures Business, and the Sandusky Business
(including working with GM to evaluate standalone options for such businesses or Facilities that
are not sold on or prior to January 1, 2008); provided that nothing contained herein shall
relieve GM of its obligation under section 4.06 hereof.



          (c) GM shall use commercially reasonable efforts to negotiate a revenue plan with potential
buyers of the Global Steering Business, Global Interiors & Closures Business, and/or the Sandusky
Business to facilitate sales of such facilities; provided, however, that GM shall
not be obligated under any circumstances to enter into any such revenue plan.



          (d) With respect to the Global Steering Business, Global Interiors & Closures Business, and/or
the Sandusky Business, as applicable, GM shall offer to any buyer of such facility or facilities to
which GM consents under section 4.05(a) hereof, reimbursement of Excess Labor Costs for the period
following the closing of the sale on terms that are substantially the same (and no less favorable
to the buyer) as those set forth in section 4.01 of this Agreement.



MRA-47









 





     Section 4.06 Treatment of Unsold Businesses and the Transfer of Certain Employees.



          (a) Unsold Business Option



               (i) In accordance with the terms of this section 4.06, Delphi on behalf of itself and its
applicable Affiliates (each a “Business Optionor” and collectively, the “Business
Optionors”) hereby grants to one or more parties designated by GM in its discretion (each a


“Business Optionee” and collectively, the “Business Optionees”), the options
(each an “Unsold Business Option” and collectively, “Unsold Business Options”) to
purchase the Global Steering Business, the Sandusky Business, the Global Interiors & Closures
Business and the Saginaw E&C Assets (each an “Unsold Business” and collectively, the
“Unsold Businesses”) each for $1.00, to be effectuated through one or more asset sales,
stock or other equity interest sales, real estate leases, machinery and equipment leases (with
respect to machinery and equipment located in facilities which are to be leased to the applicable
Business Optionee) and assignments and assumptions (each a “Business Transaction” and
collectively, the “Business Transactions”), or a combination thereof, as reasonably
determined by the applicable Business Optionee (except to the extent Delphi is expressly entitled
to determine the structure under this section 4.06).



               (ii) Each Business Transaction shall be structured such that the Business Optionee shall
assume the Assumed Liabilities and Delphi and the Business Optionor, as applicable, shall retain
the Retained Liabilities each with respect to the applicable Unsold Business. In addition, in
connection with such Business Transaction, the Business Optionee shall offer employment to the U.S.
salaried employees of the Unsold Business on terms substantially comparable in the aggregate to the
terms of their employment with Delphi or its Affiliates for one year following the date of the
closing of the applicable Business Transaction (the “Business Closing Date”), and, in the
case of non-U.S. employees, the Business Optionee shall assume the employment contracts and all
related obligations of the Unsold Business in accordance with applicable legal, works council and
union agreement requirements. Also, the assets to be transferred in connection with each Business
Transaction shall be accepted by the Business Optionee on an as-is, where-is basis. GM may
designate only one Business Optionee at a time for each Unsold Business (unless Delphi otherwise
consents, which consent shall not unreasonably be withheld), provided that GM may designate
separate Business Optionees with respect to discrete regional operations or lines of business which
are a part of the Unsold Business where such discrete regional operations or lines of business may
reasonably be sold as a separate ongoing concern. The Business Optionee and GM shall be
responsible for all costs associated with any such sales or, to the extent provided in section
4.06(a)(vii) below, the preparation therefor regardless of whether the sale to such Business
Optionee closes.



               (iii) To the extent that an Unsold Business includes a contract or other obligations,
including without limitation non-compete or non-solicitation agreements, which would restrict or
inhibit a Business Optionee or any of its Affiliates from engaging in, owning an interest in any
Person engaged in, or providing support (financial or otherwise) to any Person engaged in, any line
of business, Delphi shall at the request of the applicable Business Optionee use commercially
reasonable efforts to terminate such contract or obligations and, at the election of the applicable
Business Optionee, such contract or obligation shall be excluded (at the cost and expense of the
Business Optionee) from the contracts and obligations being transferred or assumed by the Business
Optionee pursuant to a Business Transaction; and in such case, Delphi,



MRA-48









 







the applicable Business
Optionor and GM shall use their respective commercially reasonable efforts to provide the Business
Optionee with the rights and benefits of such excluded contract or obligation (other than with
respect to joint ventures). To the extent that an Unsold Business includes a contract or
obligations pursuant to which a third party has a preemptive or similar right to purchase any asset
(including an equity interest in a joint venture) which constitutes a portion of the Unsold
Business, Delphi shall use commercially reasonable efforts to cause such third party not to
exercise such right and at the election of the applicable Business Optionee,
such assets shall be excluded (at the cost and expense of the Business Optionee) from the
assets being transferred or assumed by the Business Optionee pursuant to a Business Transaction;
and in such case, Delphi, the applicable Business Optionor and GM shall use their respective
commercially reasonable efforts to provide the Business Optionee with the rights and benefits of
such asset (other than with respect to joint ventures). With respect to the Saginaw E&C Assets,
Delphi shall be entitled to retain the working capital with respect to such Unsold Business.



               (iv) The Parties agree that in connection with a Business Transaction Delphi may as reasonably
determined by Delphi in order to reduce the cost of the applicable Business Transaction, (A)
transfer the assets to be sold in connection with an Unsold Business and Assumed Liabilities to be
assumed in connection with the purchase of the Unsold Business to a newly-formed subsidiary with no
other operations or operational history, and transfer the equity interests of such new subsidiary
to the Business Optionee, or (B) in the case of wholly-owned subsidiaries that are engaged in no
business other than the Unsold Business, transfer the equity interests of such subsidiaries to the
Business Optionee. In no event shall the Business Optionee assume or otherwise become liable for
any liabilities or obligations that are not Assumed Liabilities, Delphi and the Business Optionor
shall, jointly and severally, indemnify, defend and hold GM and each Business Optionee harmless
from and against all such liabilities. Notwithstanding anything to the contrary herein, the
liabilities and obligations of any joint venture comprising part of an Unsold Business will not be
affected by this Agreement and such liabilities and obligations shall remain liabilities and
obligations of the joint venture, and Delphi and its Affiliates (other than the joint venture)
shall have no liability or obligation with respect thereto.



               (v) Each Business Transaction shall be subject to customary and appropriate documentation
reasonably acceptable to Delphi and the Business Optionee. The Business Optionor and Delphi shall
jointly and severally warrant to the applicable Business Optionee that, other than assets excluded
from the relevant Unsold Business definition, the assets and rights transferred to the Business
Optionee, together with the rights and transition services provided for hereunder, are sufficient
to operate the applicable Unsold Business in substantially the same manner as operated prior to the
Business Closing Date. In addition, the Business Optionor shall provide a customary warranty to
the Business Optionee that it is being transferred marketable title to all stock, equity interests
and assets to be transferred to the Business Optionee, free and clear of all liens, claims and
Encumbrances, subject only to Permitted Encumbrances. The Business Optionees and the Business
Optionor shall take all commercially reasonable actions necessary to and shall execute and deliver,
any documents or instruments, reasonably necessary to, perfect or confirm all transfers,
assignments and assumptions in connection with each Business Transaction, including making all
appropriate regulatory filings as soon as practicable and obtaining all requisite regulatory
approvals in advance of the Business Outside Date (as defined below); provided that in no event
shall a Business Optionee be obligated to



MRA-49









 







dispose of or divest itself of any line of business or
restrict itself from engaging in a line of business in order to obtain any regulatory approvals.
To the extent a third party consent or approval is not obtained with respect to any third party
contract or agreement in connection with a Business Transaction, the applicable contract or
agreement shall be excluded from the Business Transaction and Delphi shall and shall cause its
Affiliates to use reasonable efforts to provide the benefits therefrom to the Business Optionee.



               (vi) Each Unsold Business Option may be exercised by a Business Optionee (A) with respect to
the Global Interiors & Closures Business, the Sandusky Business and the Saginaw E&C Assets, on or
after the earlier of (1) the date Delphi and GM agree in writing that Delphi’s marketing efforts
have concluded for the applicable Unsold Business and (2) September 30, 2008; and (B) with respect
to the Global Steering Business, on or after the earlier of (1) the date Delphi and GM agree in
writing that Delphi’s marketing efforts have concluded for such business and (2) August 31, 2010;
provided, however, that the Unsold Business Option with respect to each Unsold
Business shall terminate and expire upon any sale of such Unsold Business by Delphi. In the event
that an Unsold Business Option with respect to any of the Global Interiors & Closures Business, the
Sandusky Business, and the Saginaw E&C Assets is not exercised on or before December 31, 2008, or
if such option has been exercised but the applicable Business Closing Date has not occurred on or
before December 31, 2008, the Unsold Business Option relating to the applicable Unsold Business
shall terminate. In the event that an Unsold Business Option with respect to the Global Steering
Business is not exercised on or before December 31, 2010, or if such option has been exercised but
the Business Closing Date with respect to the Global Steering Business has not occurred on or
before December 31, 2010, the Unsold Business Option relating to the Global Steering Business shall
terminate. If the Unsold Business Option is exercised in accordance with this section 4.06, the
exercising Business Optionee and Delphi shall take all commercially reasonable actions to close the
applicable Business Transaction for such Unsold Business Option on or before the applicable
termination dates provided for in the previous two sentences (each a “Business Outside
Date” and collectively, the “Business Outside Dates”). The Unsold Business Option
shall be exercised through notice to Delphi provided in accordance with section 8.19 hereof. Such
notice shall be in writing. In addition, GM shall in writing notify Delphi of the identity of the
Business Optionees as promptly as practicable, but in any event, at least 45 days prior to the
applicable Business Closing Date.



               (vii) At each Business Optionee’s expense, such Business Optionee may begin preparations for
the exercise of the Unsold Business Option, without any obligation to exercise such option (A) on
or after April 1, 2008, with respect to the Global Interiors & Closures Business, the Sandusky
Business, and the Saginaw E&C Assets, and (B) on or after April 1, 2010 with respect to the Global
Steering Business, subject to, in each case, the execution of reasonable and customary
confidentiality agreements. Delphi shall reasonably cooperate and assist any Business Optionee in
its preparations and shall undertake such actions as such Business Optionee reasonably requests in
order to complete such preparations, subject to reimbursement by the applicable Business Optionee
of Delphi’s actual costs incurred relating to such preparations. Such preparations may include,
without limitation, due diligence (including discussions regarding facilities relocation plans for
stated facilities), information technology systems conversion, payroll systems conversion, and
inventory systems conversion, as well as other actions necessary or reasonably desirable in
preparing for the establishment of each of the



MRA-50









 







Global Steering Business, the Sandusky Business, the
Global Interiors & Closures Business and the Saginaw E&C Assets as separate operating entities.



               (viii) Upon the applicable Business Closing Date, Delphi shall, except as provided in the
following sentence, take all necessary and appropriate actions to allow the Business Optionee to
acquire ownership or use of, or to receive the benefit of, as applicable, and the Business Optionee
shall take all necessary and appropriate actions to receive and accept
ownership, use or the benefit of, all contracts, leases, license agreements and other
agreements with third parties, and all other assets (including all equipment, machinery and tools)
owned by Delphi that are primarily used in the applicable Unsold Business. Ownership of all
intellectual property primarily used in the operation of the applicable Unsold Business shall be
transferred by Delphi (and/or the Business Optionor as appropriate) to GM. The Parties further
agree that (A) with respect to any intellectual property transferred by Delphi that is used in any
of Delphi’s or its Affiliates’ other businesses or facilities, GM grants to Delphi, with the right
to sublicense to its Affiliates, successors, assigns and/or designated suppliers, a perpetual,
fully paid up, worldwide, non-exclusive irrevocable license under such intellectual property to
make, have made, use, have used, sell, offer to sell, import, export, reproduce, copy, prepare
derivative works, and distribute all products of the type produced by Delphi or any of its
Affiliates as of the Business Closing Date and any derivatives and/or re-use/extension thereof
other than the GM products associated with the business acquired by the Business Optionee, and (B)
with respect to any intellectual property retained by the Business Optionor or Delphi that is also
used in connection with the applicable Unsold Business, the Business Optionor or Delphi, as
appropriate, grants to GM, with the right to sublicense to its Affiliates, successors, assigns
and/or designated suppliers, a perpetual, fully paid up, worldwide, non-exclusive irrevocable
license under such intellectual property to make, have made, use, have used, sell, offer to sell,
import, export, reproduce, copy, prepare derivative works, and distribute all products of the type
produced by such Unsold Business as of the Business Closing Date and any derivatives and/or
re-use/extension thereof. The provisions of subsections (A) and (B) hereof are sufficient to
constitute a license and no further actions are required by any party to give effect to the terms
thereof. GM shall release Delphi and the Business Optionor from any liabilities and obligations
relating to the period commencing after the applicable Business Closing Date in connection with any
production obligations under any applicable Purchase Orders or supply contracts to GM relating to
the Unsold Business. If an Unsold Business Option is exercised, Delphi or the Business Optionor
shall assist, at the Business Optionee’s cost (except for information technology costs to the
extent Delphi has been compensated for such costs under section 4.04), in the conversion of the
information technology, payroll and inventory systems at the applicable Unsold Business.



               (ix) If, in connection with a Business Transaction, a Business Optionee determines to lease an
Unsold Business facility, such lease or leases (A) shall be “triple net”, (B) shall provide for no
rent payments, (C) shall include an option exercisable at any time prior to the termination of such
lease by the Business Optionee or its assignee, to purchase the such facility for $1.00 and (D)
shall have a lease term until December 31, 2015 with two (2) four (4) year renewal options and
contain such other terms which shall be reasonably acceptable to Delphi and the Business Optionee,
and provided that the Business Optionee shall have the right to terminate the applicable lease at
any time without liability directly related to such termination on six (6) month’s prior written
notice to Delphi. The Business Optionee shall remain



MRA-51









 







responsible for any liabilities that arose
under such lease prior to the termination thereof. Notwithstanding anything contained herein, the
Parties expressly agree that in order for a Business Optionee to have the right to execute a lease
of any facility in connection with an Unsold Business Option, Delphi shall have the right to
require that all facilities, machinery and equipment that are a part of such Unsold Business (other
than any such facilities, machinery or equipment which are owned by an entity, the equity of which
would be directly or indirectly transferred to the Business Optionee) shall be leased to such
Business Optionee under a lease on
terms set forth in the first sentence of this section 4.06(a)(ix). With respect to any
facility and machinery and equipment owned by an entity, the equity interests of which were
transferred, directly or indirectly, to a Business Optionee, the Business Optionee shall have the
right to transfer, no later than December 31, 2023, the applicable facility and machinery and
equipment to the applicable Business Optionor or its designee for $1 upon six (6) months notice.



               (x) In connection with a Business Transaction, at a Business Optionee’s request, Delphi shall
enter into reasonable and customary transition services agreements for up to a twelve (12) month
period following the Business Closing Date to facilitate the operation of the applicable businesses
after the exercise of such option, subject to the Business Optionee’s agreement to reimburse Delphi
for its and its Affiliates actual costs and expenses incurred in providing such transition
services. At the option of the Business Optionee, Delphi shall extend any such transition services
agreement for an additional three month period, subject to the Business Optionee’s agreement to
reimburse and compensate Delphi for one hundred and twenty-five percent (125%) of its and its
Affiliates actual costs and expenses incurred in providing such transition services. Following the
expiration of such additional three month period, at the option of the Business Optionee but upon
at least 90 days prior written notice to Delphi, Delphi shall extend any such transition services
agreement for an additional three month period, subject to the Business Optionee’s agreement to
reimburse and compensate Delphi for one hundred and fifty percent (150%) of its and its Affiliates
actual costs and expenses incurred in providing such transition services.



               (xi) In connection with the documentation of a Business Transaction, the applicable Business
Optionee shall agree to supply products as by directed by Delphi or its Affiliates in connection
with product warranty or product recalls for a period of six months after the Business Closing Date
at factory-level cost plus engineering cost (without mark-up) for any warranty-related Retained
Liabilities; thereafter the applicable Business Optionee shall agree to supply products to Delphi
or its Affiliates in connection with product warranty or product recalls at 110% of factory-level
cost plus engineering cost.



               (xii) Delphi and each applicable Business Optionor, jointly and severally, shall indemnify the
applicable Business Optionee and GM against the Retained Liabilities, the Delphi Retained
Employment Liabilities and all other obligations of Delphi or any Business Optionor hereunder to be
performed in connection with any Business Transaction and GM and the applicable Business Optionee
shall indemnify Delphi for all Assumed Liabilities and other obligations hereunder to be performed
by the Business Optionee in connection with such Business Transaction. Delphi and each applicable
Business Optionor shall jointly and severally cause to be paid or performed when due each of the
Retained Liabilities to the extent that the failure to do so would reasonably be expected to have
an adverse impact or effect on GM, a Business Optionee or any of their respective Affiliates.



MRA-52









 





               (xiii) In connection with the exercise of any Unsold Business Option, and prior to the closing
of any Business Transaction, GM shall cause any Business Optionee to consult with Delphi and, the
Business Optionee may consult with Delphi and, provided that Delphi is given a reasonable
opportunity to make the first communication, the Business Optionee may consult with any customers
of such Unsold Business, to discuss the potential impact of any
Business Transaction on the ongoing commercial relationship between such Unsold Business and
any such customers.



               (xiv) GM agrees that in the event GM receives any consideration with respect to the
designation of a Business Optionee pursuant to this section 4.06, the amount of such consideration
shall be allocated between GM and Delphi as if such consideration was treated as Sale Proceeds
pursuant to section 4.04 hereof.



          (b) Employment Transfer No Later than Employment Outside Date



               (i) Subject to the terms of this section 4.06 and in accordance with section B.3 of the UAW
MOU, GM shall cause all the active and inactive bargaining unit employees (other than those who are
participating in the PRP) at each of the Flint East, Needmore Road and Saginaw E&C Facilities (each
an “Employment Transfer Facility” and collectively, the “Employment Transfer
Facilities”) to transfer (each an “Employment Transfer” and collectively, the
“Employment Transfers” ) to employment with a third party (each an “Employment
Party” and collectively, the “Employment Parties”) no later than the time set forth in
clauses (A), (B) and (C) below, respectively (each an “Employment Outside Date” and
collectively, the “Employment Outside Dates”). In connection with each such Employment
Transfer each such Employment Party shall receive an assignment of all of Delphi’s rights and
obligations other than the Delphi Retained Employment Liabilities for all active and inactive
bargaining unit employees at such Employment Transfer Facility and in connection therewith each
Employment Party shall assume all of Delphi’s obligations other than those related to the Delphi
Retained Employment Liabilities for all such active and inactive bargaining unit employees. The
Parties further agree that upon such assumption Delphi shall be relieved and released from any
liabilities or obligations other than the Delphi Retained Employment Liabilities to such active and
inactive bargaining unit employees arising from and after the date of the applicable Employment
Transfer. The time period for completion of the Employment Transfers are as follows:




               (A) with respect to the Flint East Facility, commencing on
October 1, 2007, and from time to time thereafter when Delphi
notifies GM that Delphi’s employment requirements at Flint East are
reducing, GM shall cause the Employment Party to hire the active and
inactive bargaining unit employees at the Flint East Facility that
Delphi no longer requires for its ongoing production;




               (B) with respect to the Needmore Road Facility, on or after the
earlier of 30 days after the cessation of OE Part production at the
Needmore Road Facility (which is currently scheduled for June 30,
2008) or December 31, 2008; and



MRA-53









 






               (C) with respect to the Saginaw E&C Facility, December 31,
2008.



          Delphi shall reasonably cooperate in connection with the Employment Transfer to each
Employment Party. With respect to the Flint East Facility, GM shall be obligated to cause the
Employment Party to permit Delphi’s continued use of the employees transferred to the Employment
Party pursuant to the Employment Transfer (or substitute employees who are members of the same
bargaining unit), to the extent Delphi requires in order to manufacture cluster and MRA products in
accordance with the UAW MOU, and the cost of such use shall be included in expenses for the purpose
of determining Production Cash Burn.



          (c) Deemed Transactions



               (i) If for any reason a Business Transaction with respect to any Unsold Business other than
the Saginaw E&C Assets has not been consummated by the applicable Outside Date, GM, or an Affiliate
of GM designated by GM in its discretion, shall be deemed to be a Business Optionee with respect to
such Unsold Business and to have exercised and consummated the related Unsold Business Option, and
the associated Business Transaction (including the assumption of the Assumed Liabilities) shall be
deemed to have been consummated on the applicable Business Outside Date. Such transaction shall be
deemed to occur in a manner reasonably determined by Delphi and Delphi shall have the right to
make, in its reasonable discretion, any elections with respect to the terms of the applicable
Business Transaction which a Business Optionee would otherwise be entitled to make under section
4.06(a) and which have not previously been made by GM, a Business Optionee or a designated GM
Affiliate at least 45 days before the Business Outside Date; provided, further,
that such Business Transaction shall exclude any foreign joint venture interests comprising a
portion of such Unsold Business that are subject to preemptive or similar rights that have not been
waived and Delphi shall use its commercially reasonable efforts to cause GM or its designee to
receive any net proceeds from the sale of any such joint venture interest. In the event that GM
designates one or more of its Affiliates under this section 4.06(c)(i), GM absolutely and
unconditionally guarantees all the obligations of such Affiliate with respect to the matters
described in this section 4.06(c)(i). Following the consummation of a Business Transaction
pursuant to this section 4.06(c)(i), GM and Delphi shall cooperate and provide each other
appropriate documentation evidencing such transaction. To the extent that an Unsold Business
includes a contract or other obligations, including without limitation non-compete or
non-solicitation agreements, which would restrict or inhibit GM or any of its Affiliates from
engaging in, owning an interest in any Person engaged in, or providing support (financial or
otherwise) to any Person engaged in, any line of business, Delphi shall use commercially reasonable
efforts to terminate such contract or obligations and at the election of GM or its designated
Affiliate, such contract or obligation, shall be excluded (at the cost and expense of GM) from the
contracts and obligations being transferred or assumed by GM or such Affiliate pursuant to a
Business Transaction; provided, however Delphi shall be entitled to cause the
deemed Business Transaction to occur without including such contract or obligation and, in such
case, Delphi and GM shall use their respective commercially reasonable efforts to provide GM or the
applicable GM Affiliate with the rights and benefits of such excluded contract or obligation. To
the extent any contract, agreement or other asset is excluded from a Business Transaction pursuant
to section 4.06(a), such contract, agreement or asset shall be treated as an “Unsold Business” for



MRA-54









 







purposes of this section 4.06(c) and the provisions of this section 4.06(c) shall be deemed to
apply such that GM or its designated Affiliate shall be deemed a “Business Optionee” with respect
to such “Unsold Business” and to have exercised and consummated an “Unsold Business
Option”, and the associated “Business Transaction” (including the assumption of “Assumed
Liabilities”) shall be deemed to have been consummated on the applicable Business Outside Date
associated with the Unsold Business from which such contract, agreement or other asset was
excluded.



               (ii) GM acknowledges that as a result of the Business Transactions, certain of Delphi’s
customers may have concerns and issues relating thereto. GM agrees to permit Delphi to take such
commercially reasonable actions as are necessary or desirable to address such concerns and issues,
including cooperating with any customers to transfer production of non-GM business and associated
tooling and equipment from any such facility to new sources of production as may be required or
requested by any of the customers in the event of any transfer to GM under this section 4.06(c). In
addition, GM or its designated Affiliate will consult with Delphi and, provided that Delphi is
given a reasonable opportunity to make a first communication, GM may consult with any such
customers of an Unsold Business, to discuss the potential impact of any Business Transaction on the
ongoing commercial relationship between such Unsold Business, Delphi and any such customers.



               (iii) If for any reason an Employment Transfer with respect to an Employment Transfer Facility
has not been consummated by the applicable Employment Outside Date (which shall in the case of the
Flint East Facility be deemed to occur from time to time on the dates set forth in Delphi’s notices
to GM under section 4.06(b)(i)(A) above), the applicable active and inactive bargaining unit
employees for each such Employment Transfer Facility shall transfer to employment with GM, or, an
Affiliate of GM designated by GM in its discretion, in accordance with this section on the
applicable Employment Outside Date. In the event that GM designates one or more of its Affiliates
under this section 4.06(c)(iii), GM unconditionally guarantees all the obligations of such
Affiliate with respect to the matters described in this section 4.06(c)(iii). With respect to the
Flint East Facility, GM or its Affiliate shall be obligated to permit Delphi’s continued use of the
employees transferred to GM or its Affiliate pursuant to this section 4.06(c), to the extent Delphi
requires in order to manufacture cluster and MRA products in accordance with the UAW MOU, and the
cost of such use shall be included in expenses for the purpose of determining Production Cash Burn.
Following the consummation of a Business Transaction or Employment Transfer pursuant to this
section 4.06(c)(iii), GM and Delphi shall cooperate and provide each other appropriate
documentation evidencing such transaction.



               (iv) GM’s obligations under this section 4.06 are absolute and unconditional and shall not be
subject to any defense of any nature whatsoever, including upon a breach by Delphi or any of its
Affiliates of any of their obligations under this Agreement (including this section 4.06), the
Settlement Agreement or any other agreement or any failure to consummate a Business Transaction
pursuant to this section 4.06 for any reason. To the extent the consummation of a Business
Transaction under this section 4.06 shall be illegal or shall require GM or its Affiliates to
dispose of or divest any line of business or restrict itself from engaging in any line of business
to which GM or its Affiliates are at that time actively engaged in order to
obtain any regulatory
approval, Delphi shall restructure such transaction in order to



MRA-55









 







accomplish to the greatest extent
legally permissible consummation of the applicable Business Transaction. GM shall pay the costs
arising and resulting from such restructuring, including shutdown, closure and severance costs.
Notwithstanding the foregoing, it will not be a breach
of GM’s obligations hereunder if a Business Transaction is not consummated as a result of
Delphi’s failure to restructure such Business Transaction in a manner which is not illegal or which
does not require GM or its Affiliates to dispose of or divest any line of business in which GM or
its Affiliates are at that time actively engaged.



     Section 4.07 Additional Terms Regarding Wind-Down Facilities.



          (a) GM and Delphi shall work together to facilitate the wind-down of production at Delphi’s
facilities that are scheduled to be wound down.



          (b) Delphi shall use commercially reasonable efforts to support the resourcing of GM
production at Delphi’s Wind Down Facilities and the Athens Facility, which support shall include,
among other things, inventory banks funded by GM, assignment of tier 2 supplier contracts and
movement of tooling.



          (c) GM shall use commercially reasonable efforts to transition from each facility of Delphi
that is scheduled to be wound down to alternate production sources the production of aftermarket
parts within the same timeframe as the transition from such facility to alternate production
sources for the production of OE Parts.



     Section 4.08 Additional Terms Regarding Footprint Facilities.



          (a) Delphi shall be responsible for explaining to potential purchasers or transferees of
businesses conducted at the Footprint Facilities the provisions of the UAW MOU or IUE MOU, as
applicable.



          (b) Delphi shall commit the required engineering resources and capital improvements necessary
to support all GM programs produced at the Flint East Facility as required to meet Delphi’s
obligations under Existing Agreements or agreements which Delphi and GM enter into in the future.
To the extent required under Existing Agreements or agreements which Delphi and GM enter into in
the future, Delphi shall ensure that GM receives required production from the Flint East Facility
through the date on which Delphi has no further obligations under the UAW MOU relating to
production at the Flint East Facility.



          (c) GM has agreed, pursuant to section B of and Attachment A to the IUE MOU, to provide
certain business to a third party so that Delphi would be relieved of responsibility for production
or operations at the Kettering Facility as soon as possible. GM and Delphi shall continue to work
together to support the transfer of the Kettering Facility as contemplated by the IUE MOU.



     Section 4.09 Additional Terms Regarding UAW Keep Facilities. At each of the UAW Keep
Facilities, Delphi shall commit the required engineering resources and capital improvements
necessary to support all GM programs produced at such UAW Keep Facility as required to meet
Delphi’s obligations under Existing Agreements or agreements which Delphi and GM enter into in the
future.



MRA-56









 





ARTICLE V




TREATMENT OF LEGACY AGREEMENTS; ORDINARY COURSE MATTERS; INDEMNIFICATION




     Section 5.01 Disposition of Agreements with GM.



          (a) Agreements Executed in Connection with the Separation to Be Assumed. As of the
Effective Date, the agreements identified in this section 5.01(a) shall, as applicable, be either
assumed, reinstated, or ratified (including as amended, as applicable):




               (i) Environmental Matters Agreement. The Environmental Matters
Agreement between Delphi Automotive Systems Corporation (n/k/a Delphi) and GM, dated
as of “October 1998” (the “Environmental Matters Agreement”), attached
hereto as Exhibit 5.01(a)(i); provided, however, that in
light of the rejection of the Master Separation Agreement dated as of December 22,
1998 among Delphi Automotive Systems Corporation (n/k/a Delphi), DAS, Delphi
Technologies, Inc. (“DTI”), and GM (the “Master Separation
Agreement”), pursuant to section 5.01(d) of this Agreement, all references in
the Environmental Matters Agreement to the Master Separation Agreement are deemed
deleted, and any grammatical corrections necessary as a result of such deletions
required to preserve the Parties’ original intent with respect to remaining
provisions are deemed made;




               (ii) Reserved;




               (iii) Reserved;




               (iv) Income Tax Allocation Agreement. The Amended and Restated
Agreement for the Allocation of United States Federal, State and Local Income Taxes
dated as of December 16, 1998 between Delphi Automotive Systems Corporation (n/k/a
Delphi) and GM (the “Income Tax Allocation Agreement”), attached hereto as
Exhibit 5.01(a)(iv); provided, however, that all references
in the Income Tax Allocation Agreement to the Master Separation Agreement are deemed
deleted, and any grammatical corrections necessary as a result of such deletions
required to preserve the Parties’ intent with respect to remaining provisions are
deemed made; and provided further that, as of the Effective Date, the provisions of
the Income Tax Allocation Agreement concerning dispute resolution and record
retention that refer to the Master Separation Agreement are deemed to refer to the
corresponding provisions of this Agreement;




               (v) Non-Income Tax Indemnification Agreement. The Agreement for
Indemnification of United States Federal, State and Local Non-Income Taxes dated as
of December 16, 1998 between Delphi Automotive Systems Corporation (n/k/a Delphi)
and GM (the “Non-Income Tax Indemnification Agreement”), attached hereto as
Exhibit 5.01(a)(v); provided,



MRA-57









 






however, that all references in the Non-Income Tax Indemnification
Agreement to the Master Separation Agreement are deemed deleted, and any grammatical
corrections necessary as a result of such deletions required to preserve the
Parties’ intent with respect to remaining provisions are deemed made; and
provided further that, as of the Effective Date, the provisions of
the Non-Income Tax Indemnification Agreement concerning dispute resolution and
record retention that refer to the Master Separation Agreement are deemed to refer
to the corresponding provisions of this Agreement;




               (vi) Assignment and Assumption Agreement – Industrial Development
Bonds. The Assignment and Assumption Agreement – Industrial Development Bonds
dated as of January 1, 1999 between DAS and GM (the “Assignment and Assumption
Agreement – Industrial Development Bonds”), attached hereto as Exhibit
5.01(a)(vi);




               (vii) Oshawa Lease. The following agreements: (A) the Lease Agreement
dated as of May 1, 2000 between Delphi Canada Inc. and General Motors of Canada
Limited, as amended August 1, 2002, attached hereto as Exhibit
5.01(a)(vii)(i), under which Delphi Canada, Inc. continues to occupy the
premises specified in such Lease Agreement as a holdover tenant with the consent of
General Motors of Canada Limited, (B) Oshawa Labour & Management Agreement between
Delphi Canada, Inc. and General Motors Canada Limited dated as of May 1, 2000,
attached hereto as Exhibit 5.01(a)(vii)(ii) (the “Oshawa Labour Agreement”);
and (C) the Administrative Services Agreement between Delphi Canada, Inc. and
General Motors Canada Limited dated as of May 1, 2000, attached hereto as
Exhibit 5.01(a)(vii)(iii); provided, however, that Delphi
Canada, Inc. shall be released from any and all past, present or future claims,
debts, obligations, rights, suits, damages, actions, causes of action, remedies, and
liabilities which GM and General Motors of Canada Limited may have arising out of or
related to the separation of leased employees from the Oshawa facility as
contemplated by the Oshawa Labour Agreement.




               (viii) Trademark and Trade Name Agreement. The Trademark and Trade
Name Agreement dated as of January 1, 1999 between Delphi Automotive Systems
Corporation (n/k/a Delphi), DAS, and GM (the “Trademark and Trade Name
Agreement”), attached hereto as Exhibit 5.01(a)(viii);




               (ix) Intellectual Property Contracts Transfer Agreement. The
Intellectual Property Contracts Transfer Agreement dated as of December 4, 1998,
between DTI and GM, as amended October 31, 2001 (the “Intellectual Property
Contracts Transfer Agreement”), attached hereto as Exhibit 5.01(a)(ix);
provided, however, that all references in the Intellectual Property
Contracts Transfer Agreement to the Master Separation Agreement are deemed deleted,
and any grammatical corrections necessary as a result of such deletions required to
preserve the parties’ original intent with respect to remaining provisions are
deemed made; and provided further that, as of the Effective Date,
the provisions



MRA-58









 







of the Intellectual Property Contracts Transfer Agreement concerning dispute
resolution and record retention that refer to the Master Separation Agreement shall
be deemed to refer to the corresponding provisions of this Agreement;




               (x) Intellectual Property License Agreement. The Intellectual Property
License Agreement dated as of December 4, 1998, between DTI and GM (the
“Intellectual Property License Agreement”), attached hereto as Exhibit
5.01(a)(x); provided, however, that all references in the
Intellectual Property License Agreement to the Master Separation Agreement are
deemed deleted, and any grammatical corrections necessary as a result of such
deletions required to preserve the parties’ original intent with respect to
remaining provisions are deemed made; and provided further that, as of the Effective
Date, the provisions of the Intellectual Property License Agreement concerning
dispute resolution and record retention that refer to the Master Separation
Agreement shall be deemed to refer to the corresponding provisions of this
Agreement;




               (xi) Intellectual Property Transfer Agreement. The Intellectual
Property Transfer Agreement dated as of December 4, 1998 between DTI and GM (the
“Intellectual Property Transfer Agreement”), attached hereto as Exhibit
5.01(a)(xi); provided, however, that all references in the
Intellectual Property Transfer Agreement to the Master Separation Agreement are
deemed deleted, and any grammatical corrections necessary as a result of such
deletions required to preserve the parties’ original intent with respect to
remaining provisions are deemed made; and provided further that, as
of the Effective Date, the provisions of the Intellectual Property Transfer
Agreement concerning dispute resolution and record retention that refer to the
Master Separation Agreement shall be deemed to refer to the corresponding provisions
of this Agreement; and provided further that DTI and GM agree that (i) all
obligations under the Intellectual Property Transfer Agreement other than those
concerning reconciliation of patent assignments and the delivery of recordable
patent assignments have been fully performed, and (ii) they shall complete
performance of any such obligations as soon as practicable after the Effective Date;




               (xii) 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);




               (xiii) Reserved;




               (xiv) Real Estate Assignment and Assumption Agreements. The real
estate assignment and assumption agreements set forth on Exhibit
5.01(a)(xiv).



          (b) Agreements Executed After the Separation to Be Assumed. As of the Effective Date,
the agreements identified in this section 5.01(b) shall, as applicable, be either assumed,
reinstated, or ratified (including as amended, as applicable):



MRA-59









 






               (i) UAW – GM – Delphi Memorandum of Understanding Regarding Benefit Plan
Treatment. The UAW – GM – Delphi Memorandum of Understanding Regarding Benefit
Plan Treatment between UAW, GM, and Delphi Automotive Systems Corporation (n/k/a
Delphi) dated September 30, 1999, including any and all amendments thereto, attached
hereto as Exhibit 5.01(b)(i);




               (ii) Letter Agreement Concerning Certain Asbestos Liability. The
letter agreement dated March 4, 1999 between Delphi and GM concerning certain
asbestos liability, as supplemented by letter agreement dated May 10, 1999 between
Delphi and GM, attached hereto as Exhibit 5.01(b)(ii);




               (iii) Investment Tax Credit Transfer Agreement. The Investment Tax
Credit Transfer Agreement dated December 8, 2000 between Delphi Automotive Systems
Corporation (n/k/a Delphi) and GM, attached hereto as Exhibit 5.01(b)(iii);




               (iv) Management Services Agreement. The Management Services Agreement
dated September 19, 2002, as amended, among Delphi Corporation and General Motors
Management Corporation, Delphi Mechatronic Systems, Inc., Packard-Hughes
Interconnect Company and ASEC Manufacturing, attached hereto as Exhibit
5.01(b)(iv);




               (v) Battery Facilitation Agreement. The Battery Facilitation Agreement
– Transaction Summary dated as of March 21, 2005 between Delphi and GM; the Letter
Agreement dated August 10, 2004 regarding potential changes in Delphi’s battery
operations signed by Mary Boland (GM) and John Blahnik (Delphi); the Letter
Agreement dated June 30, 2005 regarding the sale by Delphi of its global battery
business to JCI signed by Bo Andersson (GM) and Steve Olsen (Delphi); the Letter
Agreement dated June 30, 2005 regarding the potential subsidy to be paid by Delphi
to JCI for employees at the New Brunswick battery plant; and the Letter Agreement
dated June 30, 2005 regarding the future use of the “Freedom” trade name and
associated trademarks, attached hereto as Exhibit 5.01(b)(v); and




               (vi) C&A Agreement. The Agreement dated as of June 3, 2005 between
Delphi and GM concerning certain matters related to Collins & Aikman Corporation,
attached hereto as Exhibit 5.01(b)(vi).



          (c) Existing Agreements. As of the Effective Date the Existing Agreements and all
other contractual commitments between the Debtors and GM or any of its Affiliates directly related
to and designed to enable the purchase and supply of Component Parts such as metal resale
agreements and advanced development agreements, shall be assumed or reinstated, as applicable.



          (d) Tooling Agreements. As of the Effective Date all GM Purchase Orders and other
contractual commitments between the Debtors and GM or any of its Affiliates relating to the
manufacture and sale of fixtures, gauges, jigs, patterns, casting patterns, dies, molds, and



MRA-60









 







other Tooling utilized in the production of GM Component Parts and Component Systems
(collectively, the “Tooling Agreements”) shall be assumed or reinstated, as applicable.



          (e) Assumption, Reinstatement, or Ratification in the Entirety. All provisions of the
agreements that are assumed, reinstated, or ratified under this section 5.01 shall be assumed in
their entirety without modification, unless such modification is expressly set forth herein.



          (f) Postpetition Agreements. All postpetition agreements between any Delphi Party and
GM and/or any of its Affiliates are hereby ratified, are enforceable in accordance with their
terms, and shall remain in full force and effect unaffected by this Agreement.



          (g) Debtor Agreements. Except as otherwise provided in this Agreement, as of the
Effective Date all prepetition agreements between the Debtors and GM and/or any of its Affiliates
shall be deemed rejected or terminated, as applicable; provided, however, that this
section 5.01(g) does not apply to (i) agreements to which third parties other than the Delphi
Parties, GM and/or GM’s Affiliates are also parties or (ii) agreements that relate solely to the
Ordinary Course Relationship (as defined in the Settlement Agreement), which agreements identified
in clauses (i) and (ii) of this sentence shall be assumed or reinstated, as applicable, on the
Effective Date.



          (h) Non-Debtor Agreements. Except as otherwise provided in this Agreement, with
respect to the prepetition agreements between Affiliates of Delphi who are not Debtors, on the one
hand, and GM and/or any of its Affiliates, on the other hand:



               (i) Such agreements which were entered into prior to or in connection with the Separation
shall be terminated as of the Effective Date; and



               (ii) Such agreements (other than those identified in section 5.01(h)(i) above) shall be
ratified and continue in effect after the Effective Date; provided, however, that
any such agreement to which a Debtor is also a party shall terminate as of the Effective Date,
unless (a) such agreement relates solely to the Ordinary Course Relationship (as defined in the
Settlement Agreement), or (b) such agreement is an agreement to which third parties other than the
Delphi Parties, GM and/or GM’s Affiliates are also parties, in both of which cases such agreement
shall be ratified and continue in effect after the Effective Date; provided,
however, that any obligation of any of the Affiliates of Delphi to indemnify against any
obligations of the Debtors shall be deemed to be extinguished.



          (i) Limitations on Cure Costs, Rejection Damages, or Assurances. With respect to any
and all agreements between any Delphi Party, on the one hand, and GM and/or any of its Affiliates,
on the other hand, except as expressly provided for in section 4.03(b) of the Settlement Agreement,
(a) GM irrevocably waives, on behalf of itself and all of its Affiliates, with respect to
agreements being assumed or rejected pursuant to this Agreement, any cure amount claim or any claim
for rejection, (b) each of Delphi and GM irrevocably waives, on behalf of itself and all of its
Affiliates, with respect to agreements being terminated pursuant to this Agreement, termination
damages, and (c) GM irrevocably waives, on behalf of itself and all



MRA-61









 







of its Affiliates, with respect to any agreements being assumed pursuant to this Agreement,
any requirement under the Bankruptcy Code that the Delphi-Related Parties provide adequate
assurance of future performance.



     Section 5.02 Limitation of Existing Indemnification Obligations. Any provision in any
agreement between Delphi and/or its Affiliates on the one hand and GM and/or its Affiliates on the
other that is not being assumed, reinstated or ratified pursuant to this Agreement and purports to
require any party thereto or its Affiliates to indemnify, defend, or hold harmless any other party
thereto or its Affiliates is null and void.



     Section 5.03 Reserved.



     Section 5.04 Reserved.

     
Section 5.05 Reserved.



     Section 5.06 Access to Information.



          (a) During the Retention Period, each of the Parties hereto shall cooperate with and afford,
and shall cause their respective affiliates, representatives, subsidiaries, successors and/or
assignees, and shall use reasonable efforts to cause joint ventures that are not Affiliates
(collectively, “Related Parties”) to cooperate with and afford, to the other Party
reasonable access upon reasonable advance written request to all information (other than
information which is (i) protected from disclosure by the attorney client privilege or work product
doctrine, (ii) proprietary in nature or (iii) the subject of a confidentiality agreement between
such Party and a third party which prohibits disclosure to the other party) within such Party’s or
any Related Party’s possession which was created prior to January 1, 1999 (the “Contribution
Date”) or, with respect to any information which would be relevant to the provision of a
transitional service in connection with the separation of Delphi and GM on January 1, 1999,
information created during the period in which one Party is providing the other Party with such
transition service. Access to the requested information shall be provided so long as it relates to
the requesting party’s (the “Requestor”) business, assets or liabilities, and access is
reasonably required by the Requestor as a result of the ownership relationship between GM and
Delphi at any time prior to the Contribution Date or the transition services identified above
(“Prior Relationship”) for purposes of auditing, accounting, claims, or litigation (except
for claims or litigation between the Parties hereto), employee benefits, regulatory or tax
purposes, or fulfilling disclosure or reporting obligations including, without limitation, all
records, books, contracts, instruments, computer data, and other data (“Information”)
reasonably necessary for the preparation of reports required by or filed under the Securities
Exchange Act of 1934, as amended, with respect to any period entirely or partially prior to the
Contribution Date.



          (b) Access as used in this paragraph shall mean the obligation of a party in possession of
Information (the “Possessor”) requested by the Requestor to exert its reasonable best
efforts to locate all requested Information that is owned and possessed by the Possessor or any
Related Party. The Possessor, at its own expense, shall conduct a diligent search designed to
identify all requested Information and shall collect all such Information for inspection by the
Requestor during normal business hours at the Possessor’s place of business. Subject to



MRA-62









 







confidentiality and/or security provisions as the Possessor may reasonably deem necessary, the
Requestor may have all requested Information duplicated at the Requestor’s expense. Alternatively,
the Possessor may choose to deliver, at its own expense, all requested Information to the Requestor
in the form it was requested by the Requestor. If so, the Possessor shall notify the Requestor in
writing at the time of delivery if such Information is to be returned to the Possessor. In such
case, the Requestor shall return such Information when no longer needed to the Possessor at the
Possessor’s expense.



          (c) In connection with providing Information pursuant to this section 5.06, each of the
Parties hereto shall upon the request of the other Party make available its respective employees
(and those of their respective Related Parties, as applicable) to the extent that they are
reasonably necessary to discuss and explain all requested Information with and to the requesting
party.



     Section 5.07 Record Retention.



          (a) Delphi shall preserve and keep all books and records included in the Delphi Assets or
otherwise in the possession of Delphi or its Related Parties as of the Contribution Date, whether
in electronic form or otherwise, for the Retention Period at Delphi’s sole cost and expense. If
Delphi wishes to dispose of any books and records or other documents which it is obligated to
retain under this section 5.07 after the Retention Period, then Delphi shall first provide ninety
(90) days’ written notice to GM and GM shall have the right, at its option and expense, upon prior
written notice within such ninety-day (90) period, to take possession of such books or records or
other documents within one hundred and eighty (180) days after the date of Delphi’s notice to GM
hereunder. Written notice of intent to dispose of such books and records shall include a
description of the books and records in detail sufficient to allow GM to reasonably assess its
potential need to retain such materials. In the event that Delphi enters into an agreement with a
third party during the Retention Period to sell a portion of its business, together with the books
and records related thereto, GM shall have the right to duplicate such books and records prior to
any such disposition and, should the purchaser of the Delphi business be a competitor of GM, GM
shall have the right to prohibit the transfer or disclosure to such party of that portion of the
former books and records of GM which GM notifies Delphi contain confidential and proprietary
information.



          (b) (i) In addition to the retention requirements of sections 5.07(a), for a period no less
than the Retention Period, Delphi, at its sole cost and expense, shall use its reasonable best
efforts to maintain all technical documentation in its possession or in the possession of any of
its Related Parties applicable to product design, test, release, and validation at locations at
which such technical documents shall be reasonably accessible to GM upon request (at GM’s sole cost
and expense) and, to the extent reasonably possible, through employees of Delphi who formerly
performed that task for GM. Delphi shall, from time to time, at the reasonable request of GM,
cooperate fully with GM in providing GM, to the extent reasonably possible through Delphi employees
formerly employed by GM who previously performed the same functions on behalf of GM, with technical
assistance and information with respect to any claims brought against GM involving the conduct of
the Delphi Automotive Systems Business prior to the Contribution Date, including consultation
and/or the appearance(s) of such persons on a reasonable basis as expert or fact witnesses in
trials or administrative



MRA-63









 







proceedings. GM shall reimburse Delphi for its reasonable out-of-pocket costs (travel,
hotels, etc.) of providing such services, consistent with GM’s policies and practices regarding
such expenditures.



          (ii) In particular, Delphi shall: (i) retain all documents required to be maintained by
international, national, state, provincial, regional, or local regulations and all documents that
may be reasonably required to establish due care or to otherwise assist GM in pursuing, contesting
or defending such claims; (ii) make available its documents and records in connection with any
pursuit, contest, or defense, including, subject to an appropriate confidentiality agreement or
protective order, documents that may be considered to be “confidential” or subject to trade secret
protection; (iii) promptly respond to discovery requests in connection with such claim,
understanding and acknowledging that the requirements of discovery in connection with litigation
require timely responses to interrogatories, requests to produce, requests for admission, and
depositions and also understanding and acknowledging that any delays in connection with responses
to discovery may result in sanctions; (iv) make available, as may be reasonably necessary and upon
reasonable advance notice and for reasonable periods so as not to interfere materially with
Delphi’s business, mutually acceptable engineers, technicians, or other knowledgeable individuals
to assist GM in connection with such claim, including investigation into claims and occurrences
described in this section and preparing for and giving factual and expert testimony at depositions,
court proceedings, inquiries, hearings, and trial; (v) make available facilities and exemplar parts
for the sole and limited use of assisting GM in the contest or defense; and (vi) acknowledge that
GM is responsible for and shall control, as between GM and Delphi, the conduct of the pursuit,
contest or defense.



        (c) (i) GM and Delphi agree to retain all Income Tax Returns (as defined in the Income Tax
Allocation Agreement), related schedules and workpapers, and all material records and other
documents as required under Section 6001 of the Internal Revenue Code of 1986, as amended, as well
as by any similar provision of state or local income tax law, until the later of (i) the expiration
of the applicable statute of limitations for the tax period to which the records relate, or (ii)
the Final Determination (as defined in the Income Tax Allocation Agreement) has been made with
respect to all issues related to the final Consolidated Tax Period (as defined in the Income Tax
Allocation Agreement).



            (ii) With respect to Non-Income Taxes (as defined in the Non-Income Tax Indemnification
Agreement), GM and Delphi agree to retain all Non-Income Tax Returns, related schedules and
workpapers, and all material records and other documents as required under Federal, state, or local
law, until the later of (i) the expiration of the applicable statute of limitations for the tax
period to which the records relate or (ii) a Determination (as defined in the Non-Income Tax
Indemnification Agreement) has been made with respect to all issues for the tax periods to which
the Non-Income Tax Indemnification Agreement applies.



            (iii) If either Party wishes to dispose of any such records or documents after such retention
period, then the procedure described in (a) and (b) above shall apply.



     Section 5.08 Reimbursement. Unless otherwise provided in this Article V, each Party to
this Agreement providing access, information, or witnesses to another Party pursuant to sections
5.06 or 5.07 shall be entitled to receive from the recipient, upon the presentation of



MRA-64









 







invoices
therefor,
payment for all reasonable out-of-pocket costs and expenses (excluding allocated compensation,
salary, and overhead expense) as may be reasonably incurred in providing such information or
witnesses.



     Section 5.09 Product Liability Claims.



          (a) GM and Delphi agree to the allocation of liability for all claims and causes of action,
however presented, alleging that parts, components, or systems that have been (i) manufactured by
the Delphi Automotive Systems Business or Delphi or its Affiliates or (ii) manufactured by a third
party, whether sold or otherwise supplied separately, or incorporated into components or systems of
Delphi or its Affiliates, in each case, which have been sold or otherwise supplied by the Delphi
Automotive Systems Business, Delphi, or its Affiliates to GM, its Affiliates, or customers of
Delphi other than GM or its Affiliates (the foregoing collectively constituting “Delphi
Products”), have caused or been alleged to cause personal injuries, injuries to property, or
other damages as set forth in this section 5.09. The provisions in this section 5.09 cover claims
which include but are not limited to the following types of claims: claims premised on theories of
negligence, strict liability, express or implied warranties of merchantability, fitness for
ordinary use and/or compliance with reasonable consumer expectations, failure to issue adequate
warnings, negligent and/or intentional misrepresentation, negligent and/or intentional infliction
of emotional distress, failure to provide replacement and/or retrofit parts, and failure to conduct
a recall or adequately conduct a recall that has been issued. The provisions set forth in this
section 5.09 apply to claims for compensatory damages as well as all claims for punitive or
exemplary damages and all claims for defective design as well as all claims for defective
manufacture.



          (b) (i) As between GM and Delphi, Delphi shall assume the defense of all such claims involving
Delphi Products sold or otherwise supplied prior to January 1, 1999 to customers other than GM or
an Affiliate or Subsidiary of GM. Delphi shall indemnify, defend, and hold harmless GM and its
Affiliates against any and all such claims. Delphi shall reimburse GM and its Affiliates for any
reasonable attorneys’ fees or other expenses reasonably incurred by GM subsequent to December 31,
1998 in connection with investigating and/or defending against any such claim.



               (ii) GM shall retain and/or assume the defense of all such claims involving parts, components
or systems manufactured by the Delphi Automotive Systems Business prior to January 1, 1999 and sold
or otherwise supplied to GM or its Affiliates before, on, or after January 1, 1999. GM shall
indemnify, defend, and hold harmless Delphi and its Affiliates against any and all such claims. GM
shall reimburse Delphi and its Affiliates for any reasonable attorneys’ fees or other expenses
reasonably incurred by Delphi or its Affiliates subsequent to December 31, 1998 in connection with
investigating and/or defending any such claim or securing the indemnification and/or defense that
GM is required to provide pursuant to this paragraph.



          (c) (i) Delphi shall defend GM and its Affiliates against all claims involving (A) parts,
components, or systems manufactured by Delphi or its Affiliates, which on or subsequent to January
1, 1999 are sold or otherwise supplied to customers other than GM or its Affiliates and (B) parts,
components or systems acquired by the Delphi Automotive Systems



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Business or Delphi or its Affiliates from suppliers thereto other than GM or its Affiliates
and sold or otherwise supplied by Delphi or its Affiliates on or subsequent to January 1, 1999 to
customers other than GM or its Affiliates. Delphi or its Affiliates shall indemnify, defend, and
hold harmless GM and its Affiliates against any and all such claims. Delphi or its Affiliates
shall reimburse GM and its Affiliates for any reasonable attorneys’ fees or other expenses
reasonably incurred by GM and its Affiliates in connection with investigating and/or defending any
such claim or securing the indemnification and/or defense that Delphi and its Affiliates are
required to provide pursuant to this paragraph.



               (ii) The rights, obligations, and liabilities of GM and Delphi with respect to claims
involving parts, components or systems manufactured by Delphi or its affiliates subsequent to
December 31, 1998 which are sold by Delphi or its Affiliates to GM or its Affiliates shall be
determined according to the terms of the agreements relating to such sale.



          (d) Recall and Warranty Campaigns. Except as otherwise released pursuant to
agreements between the Parties executed prior to the Effective Date, including the Warranty
Settlement Agreement, claims of GM or its Affiliates against the Delphi Automotive Systems Business
in the nature of warranty and recall campaigns relating to parts, components, or systems sold by
the Delphi Automotive Systems Business to GM or its Affiliates (regardless of when or by whom
manufactured (but excluding parts or systems manufactured by GM or its Affiliates)) which arise
prior to or after the Contribution Date shall be determined according to the terms of the
agreements relating to the sale of such parts, components or systems, all of which agreements were
assumed by Delphi and its Affiliates effective as of the Contribution Date.



          (e) Reserved.



          (f) Notice. GM and Delphi agree that in the case of claims covered by either
paragraphs (b) or (c) above, the Party receiving such a claim shall notify the other Party within
thirty (30) days of receipt of written notice of the claim. Thereafter, the Party being notified
of the claim shall have thirty (30) days to respond. The Party first receiving such a claim shall
take all reasonable action necessary to defend against the claim including, but not limited to,
responding to court ordered deadlines before the expiration of the time for response.



     Section 5.10 Cooperation.



          (a) GM and Delphi and their respective Affiliates shall cooperate with each other in the
defense of any and all claims covered under this Article V and afford to each other reasonable
access upon reasonable advance notice to witnesses and information (other than information
protected from disclosure by applicable privileges) that is reasonably required to defend these
claims as set forth in Article V of this Agreement. The foregoing agreement to cooperate includes,
but is not limited to, an obligation to provide access to qualified assistance to provide
information, witnesses, and documents to respond to discovery requests in specific lawsuits. In
such cases, cooperation shall be timely so that the Party responding to discovery may meet all
court-imposed deadlines. The Party requesting information shall reimburse the party providing
information consistent with the terms of section 5.08 of this Agreement. The obligations set forth
in this paragraph are more clearly defined in section 5.01 through and including 5.10 of this
Agreement, to which reference is hereby made.



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          (b) GM agrees to consider in good faith any request from Delphi to shorten the Retention
Period in connection with any businesses of Delphi that are to be wound-down or sold; provided,
however, that the parties acknowledge that the Retention Period cannot be reduced for books and
records related to open tax periods, safety products and those subject to litigation hold.



     Section 5.11 Continuation of Limited Employee Related Matters.



          (a) Except as otherwise specifically provided herein, workers’ compensation liability assumed
by Delphi as a result of the Separation shall be retained by Delphi; provided,
however, that the sending party in a flowback or Special Employment Placement Opportunities
(“SEPO”) situation shall bear any and all workers compensation liability for injuries or
illnesses that arose prior to the flowback or a placement through SEPO, including claims asserted
on or after the flowback or placement through SEPO. In addition, any cumulative trauma claim filed
within twelve months of flowback or placement through SEPO, which originated at, or was the
responsibility of, the sending party, shall be the responsibility of the sending party.



          (b) The relocation costs associated with the flowback or SEPO of employees, as applicable,
shall be shared equally by GM and Delphi. These costs shall include relocation allowances,
relocation services and other related expenses provided for in the applicable Labor MOUs or any
other applicable collective bargaining agreements. Relocation costs associated with employees of
closed or divested operations of Delphi or any of its Affiliates shall be allocated as follows:
(i) shared equally where an employee transfers to a GM facility; (ii) paid 100% by Delphi where an
employee transfers to a Delphi facility; and (iii) paid consistent with historical relocation cost
share levels or as agreed by the Parties at the time of the relocation where an employee of a
divested operation transfers to either Delphi or GM.



          (c) All employment related responsibility, obligation or liability of GM relating to Delphi
Employees or Delphi Terminated Employees both as they were defined in the U.S. Employee Matters
Agreement, and assumed by Delphi and/or the applicable Delphi benefit plans as a result of the
Delphi spin-off from GM for claims described in Exhibit 5.11(c), shall be retained by
Delphi and/or the applicable Delphi benefit plans, except as otherwise specifically provided in
this Agreement, the Settlement Agreement, the attachments hereto or thereto, or the agreements or
the attachments referenced herein or therein.



          (d) The National Employment Placement Center shall provide Delphi the following services
through the term of the current UAW MOU and the current IUE-CWA MOU pursuant to current negotiated
purchase terms and conditions: (i) processing of placement applications as submitted by eligible
hourly employees; (ii) processing of requisitions for additional personnel; and (iii) processing of
placement offers and filling open requisitions.



ARTICLE VI




ACCESS AGREEMENT AND KEEP SITE FACILITATION PAYMENTS




     Section 6.01 Access Agreement. Delphi and GM shall each use good faith efforts to
negotiate and enter into a definitive agreement or agreements setting forth the terms pursuant to



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which GM
shall, under certain circumstances, have access to those facilities of the Delphi Parties referred
to on Exhibit 6.01 hereto (such agreements, collectively, the “Access Agreement”).
Delphi and GM each agrees that the Access Agreement shall incorporate and be consistent with the
terms set forth on Exhibit 6.01 hereto.



     Section 6.02 Keep Site Facilitation Payments. To address downward pressure on Delphi’s
earnings resulting from the current economic environment, GM shall make a payment to Delphi in the
amount of $27.5 million on or before each of the following dates: March 31, 2009, June 30, 2009,
September 30, 2009, December 31, 2009, March 31, 2010, June 30, 2010, September 30, 2010, and
December 31, 2010.



ARTICLE
VII



EFFECTIVENESS




     Section 7.01 Effectiveness. This Agreement shall become effective upon the satisfaction or
waiver by the parties to the Settlement Agreement of all conditions to effectiveness of the
Settlement Agreement that are set forth in Article VI thereof (the “Effective Date”);
provided, however, that notwithstanding the foregoing, section 3.13 hereof shall
not become effective unless and until the occurrence of all of the following events: (1)
substantial consummation of a Delphi Plan (A) that provides for (i) the consideration to be
received by GM as set forth in section 4.04 of the Settlement Agreement and (ii) all releases
described in section 4.01 of the Settlement Agreement, and (B) contains provisions clarifying that
to the extent of any inconsistency between the terms of the Delphi Plan and the Settlement
Agreement (including this Agreement and all other exhibits and attachments thereto) (solely as to
the subject matters addressed in the Settlement Agreement (including this Agreement and all other
exhibits and attachments thereto)), the terms of the Settlement Agreement (including this Agreement
and all other exhibits and attachments thereto) will govern, and (B) pursuant to which
substantially all of the Debtors’ core businesses are revested in the reorganized Debtors; and (2)
effectiveness of the Access Agreement (collectively, the “MRA Consummation Date”).



ARTICLE VIII




MISCELLANEOUS




     Section 8.01 On-Going Setoff Provisions. Notwithstanding anything to the contrary
contained in this Agreement or the Settlement Agreement, the Parties’ payment obligations under
this Agreement and the Settlement Agreement are absolute and unconditional and shall not be subject
to any offset (except as expressly set forth in (i) the proviso below or (ii) the Liquidity Support
Agreement) or defense of any nature whatsoever including upon a breach by Delphi or any of its
Affiliates or GM or any of its Affiliates, as applicable, of any of their obligations under this
Agreement, the Settlement Agreement, or any other agreement; provided, however,
that any payments by GM pursuant to this Agreement or the Settlement Agreement shall be subject to
GM’s right to offset all or part of such payment from any future amounts GM owes Delphi under this
Agreement or the Settlement Agreement only if (i) agreed upon by GM and Delphi or (ii) GM
determines that it made an overpayment of any amount paid pursuant to this Agreement or the
Settlement Agreement and GM and Delphi are unable to resolve GM’s claim for such



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amounts pursuant to the dispute resolution provisions of section 8.11 of this Agreement and GM
provides Delphi with five (5) days’ written notice before implementing such offset;
provided further, however, that if it is judicially determined that GM did
not have the right to offset such amount, GM shall pay Delphi such amount plus interest accruing on
such amount from the date of setoff through the repayment date at the rate of 7.5% per annum.
Neither this section 8.01 nor any other provision of this Agreement or the Settlement Agreement
shall prohibit, restrict, or limit in any way the application of GM’s contractual rights of setoff
arising under any GM Purchase Order pursuant to GM’s standard purchase order terms and conditions
against other obligations arising under any GM Purchase Orders or agreements other than this
Agreement and the Settlement Agreement.



     Section 8.02 Termination Provisions. This Agreement may be terminated or shall terminate
immediately and automatically, as applicable, and the transactions contemplated hereby abandoned,
upon the occurrence of any of the following:



          (a) by mutual written consent of both Delphi and GM;



          (b) by GM or Delphi if, prior to the effectiveness of the Settlement Agreement pursuant to
Article VI thereof, the Settlement Agreement is terminated pursuant to section 7.03 thereof; or



          (c) automatically on December 31, 2015 (other than section 4.01(a)(iv) hereof and the
provisions in section 4.01(b) hereof solely with respect to Additional Labor Reimbursement, which
shall survive such automatic termination).



     Section 8.03 Guaranty by Delphi.



          (a) From and after the Effective Date, Delphi hereby irrevocably and unconditionally
guarantees the due and punctual payment or performance, as the case may be, by DAS and its
successors and assigns (collectively, the “Delphi Guaranty Parties”) of all of their
obligations under any and all Existing Agreements or future GM Purchase Orders incurred with
respect to work performed or required to be performed on or before September 14, 2015 between any
of DAS (or another Delphi Guaranty Party) and any of the GM Parties (collectively, the
“Guaranteed Agreements”), whether issued and accepted before or after the Effective Date.
In connection with this Agreement and for all purposes, all outstanding GM Purchase Orders shall be
deemed to be assigned to DAS. GM further agrees that all GM Purchase Orders to be issued and
accepted on or after the date hereof and before September 14, 2015, between any of the GM Parties
and any of the Delphi-Related Parties shall be issued to and accepted by DAS rather than another
Delphi-Related Party, subject, however, to the next to last sentence of section 6.01 of the
Settlement Agreement.  



          (b) Delphi hereby agrees that its obligations under section 8.03(a) hereof (i) are a guaranty
of payment and performance when due and not of collectability, (ii) are a primary obligation of
Delphi and not merely a contract of surety, (iii) shall be absolute, independent, unconditional,
and irrespective of (1) the validity, regularity or enforceability of the Guaranteed Agreements,
(2) any change therein or amendments thereto, (3) the absence of any action to enforce the same,
(4) any waiver or consent by GM with respect to any provision thereof, (5) the



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recovery of any judgment against any of the other Delphi Parties or any action to enforce the
same, or (6) any other circumstances which may otherwise constitute a legal or equitable discharge
or defense of a guarantor or surety.



          (c) Delphi hereby waives presentment, demand of payment, protest or notice with respect to the
Guaranteed Agreements and the obligations set forth therein or herein.



          (d) Delphi’s obligations under section 8.03(a) hereof shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any amount owed to any of the GM
Parties hereunder or under any of the Guaranteed Agreements is rescinded or must otherwise be
returned by any of the GM Parties upon the insolvency, bankruptcy, or reorganization of any of the
Delphi Parties or otherwise, all as though such payment had not been made.



          (e) If (I) GM breaches one or more of its payment obligations under this Agreement or the
Settlement Agreement or any of its obligations under Article IV hereof (excluding obligations under
any of the Continuing Agreements, as defined in the Settlement Agreement or any commercial disputes
that arises in the Ordinary Course Relationship (as defined in the Settlement Agreement)) and such
breach or breaches would have a material impact (1) on Delphi and its Affiliates or (2) on the
benefits Delphi and its Affiliates are reasonably expected to receive under this Agreement or the
Settlement Agreement (the effects set forth in (1) or(2) above shall hereinafter be referred to as,
a “Delphi Material Impact”) and (II) Delphi provides written notice (the “Delphi
Notice”) of such breach or breaches, executed by either Delphi’s chief executive officer or
chief financial officer, which notice describes in reasonable detail the nature of the breach or
breaches and relevant background information, then the guaranty provided for in this section 8.03
shall, subject to the terms of this section 8.03(e), automatically terminate without any further
action; provided, however, that prior to such termination becoming effective (A) if
the breach or breaches relate to a payment obligation hereunder or under the Settlement Agreement,
GM shall have a ten (10) day period following receipt of the Delphi Notice to cure such breach or
breaches and (B) if the breach or breaches relate to an obligation other than a payment obligation
hereunder or under the Settlement Agreement, GM shall have a thirty (30) day period following
receipt of the Delphi Notice to cure such breach or breaches; provided, further,
however that if there is a disagreement between the Parties as to whether GM has breached
one or more of its obligations or whether such breach or breaches has a Delphi Material Impact, at
the election of either Party, the Parties shall engage in the dispute resolution process specified
in section 8.11 hereof with respect to such disagreement, and such termination shall not become
effective if such dispute resolution process is commenced prior to the end of such cure period.
Upon the conclusion of such process or, if earlier, thirty (30) days after its commencement (the
“Dispute Resolution Termination Date”), if Delphi still believes that a breach with a
Delphi Material Impact has occurred, GM shall have the right to cure such default within ten (10)
days after the Dispute Resolution Termination Date and, if so cured, the guaranty shall not
terminate. Either GM or Delphi may seek judicial determination at any time as to whether Delphi
has the right to terminate the guaranty pursuant to this section 8.03(e). If it is judicially
determined by Final Order that Delphi did not have the right to terminate the guaranty, it shall
remain in full force and effect.



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     Section 8.04 Continued Ownership of DAS. Until the earlier of September 14, 2015 and such
time as the guaranty provided for pursuant to section 8.03 hereof is no longer in full force and
effect, without the prior written consent of GM, which consent shall not be unreasonably withheld,
Delphi shall not permit DAS to transfer (i) a material portion of its assets necessary to satisfy
production obligations to GM or (ii) more than 40% of its total assets (other than to a Delphi
Party; provided that all provisions of this section 8.04 shall apply to such Delphi Party to the
same extent they apply to DAS) and Delphi shall not cease to own, directly or indirectly, at least
a majority of the outstanding equity and voting equity of DAS; provided, however,
that neither of the restrictions in this sentence shall apply if such transfer or cessation, as
applicable, occurs as a result of a transfer by Delphi of all or substantially all of its assets.



     Section 8.05 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 (i) reasonably cooperate with GM after the MRA
Consummation Date to enable GM to comply with its reporting and disclosure obligations under US
generally accepted accounting principles and US federal securities rules and regulations and (ii)
cooperate with GM to enter into a more detailed agreement as soon as practicable after the date
hereof clarifying the parameters of such obligation to cooperate.



          (b) Defaults and disputes arising under this section 8.05 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 8.11 of this Agreement.



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     Section 8.06 Cancellation Claims.



          (a) Except as otherwise provided in section 8.06(b) hereof, the Delphi Parties waive and are
deemed to have waived (and Delphi shall cause the other Delphi Parties to so waive) any and all
claims, debts, obligations, rights, suits, damages, actions, causes of action, remedies, and
liabilities whatsoever, which the Delphi Parties ever had, now have, or hereafter may have, whether
known or unknown, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted,
foreseen or unforeseen, existing as of the Effective Date or thereafter arising, in law, at equity,
or otherwise, arising out of or related to cancellation of any purchase orders or termination of
any component or material supply agreements (regardless of whether the cancellation or termination
occurs prior to or after the date hereof or the Effective Date) concerning products manufactured in
the Wind-Down Facilities, the Footprint Facilities and the Sale Facilities; provided,
however, that with respect to the Sale Facilities and the Kettering Facility (in the event
the Kettering Facility is not sold as contemplated under 4.08(c)), the waiver in this section 8.06
would apply only in the case of cooperative resourcing by mutual written agreement (collectively,
“Cancellation Claims”) that any of the Delphi Parties have or may have against any of the
GM Parties or any GM Supplier.



          (b) With respect to any Cancellation Claims that have been asserted as of the Effective Date
or may be asserted thereafter by any Delphi Supplier against the Debtors (the “Delphi Supplier
Cancellation Claims”):



               (i) the Debtors shall utilize their reasonable best efforts to minimize all
Delphi Supplier Cancellation Claims;



               (ii) Delphi shall pay the first $30 million, on a cumulative basis, of any
Delphi Supplier Cancellation Claims; and



               (iii) GM shall reimburse the Debtors for 50% of any Delphi Supplier
Cancellation Claims actually paid by the Debtors in excess of the $30 million
referred to in section 8.06(b)(ii) hereof.



     Section 8.07 Tooling Acknowledgment.



          (a) Delphi acknowledges and agrees that all tooling, fixtures, gauges, jigs, patterns, dies,
and molds (collectively, “Tooling”) being used by the Debtors or their respective
sub-suppliers in connection with the manufacture of Component Parts for GM, together with
appurtenances, accessions and accessories thereto (collectively, the “Accessories”), which
have been (i) furnished by GM to a Debtor at any time, directly or indirectly excluding Tooling the
ownership of which was transferred to a Debtor on the Contribution Date, unless there was a written
agreement which provided that the Debtor’s interest would be other than as a bailee, or (ii)
purchased by GM under a tooling purchase order with a Debtor, are owned by GM and are being held by
DAS and, to the extent a Debtor has transferred the Tooling or Accessories to third parties, by
such third parties, on a bailment basis consistent with paragraph 19 of the Standard GM Terms.



          (b) Nothing contained in this section 8.07 is intended to create or expand the rights, if any,
of GM in any intellectual property owned by any Delphi Party.



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     Section 8.08 Reserved.



     Section 8.09 No Undisclosed Agreements or Commitments. There are no undisclosed agreements
or commitments between or among the Parties regarding matters subject to the terms of this
Agreement.



     Section 8.10 Governing Law; Jurisdiction; Venue. This Agreement shall be governed and
construed in accordance with the internal laws of the State of New York, the forum state in which
the Bankruptcy Court sits, without regard to any conflict of law provision that could require the
application of the law of any other jurisdiction. By its execution and delivery of this Agreement,
each Party hereby irrevocably and unconditionally agrees that the Bankruptcy Court shall retain
exclusive jurisdiction over all matters related to the construction, interpretation or enforcement
of this Agreement and the Settlement Agreement; provided, however, that the
Bankruptcy Court shall not have jurisdiction over (i) disputes arising out of the provisions set
forth in Article III of this Agreement or the agreements referenced in sections 5.01(c) and 5.01(d)
of this Agreement, or (ii) disputes arising out of agreements between any Delphi-Affiliate Party on
the one hand and GM or any of its Affiliates on the other in which disputes no Delphi-Related Party
has an interest; and provided further that after the second anniversary of the
Effective Date, the Bankruptcy Court shall retain non-exclusive jurisdiction over all matters
related to the construction, interpretation or enforcement of this Agreement and the Settlement
Agreement; and provided further that the jurisdiction of the Bankruptcy Court over
all matters related to this Agreement and the Settlement Agreement shall terminate upon the fourth
anniversary of the Effective Date. Each Party further agrees to waive any objection based on forum
non conveniens.



     Section 8.11 Dispute Resolution. In the event a Restructuring Dispute arises among the
Parties (other than an Article III Dispute, which shall be governed and settled in accordance with
section 3.10 hereof), upon the written request of either Party, such Restructuring Dispute shall be
referred to the Director of Business Development at GM and the Finance Director of Automotive
Holdings Group or the Director, Strategic Planning at Delphi (at Delphi’s discretion) for
resolution in good faith. In the event that GM’s Director of Business Development and Delphi’s
Finance Director of Automotive Holdings Group or the Director, Strategic Planning are unable to
resolve such dispute, such Restructuring Dispute shall be referred, at either Party’s written
request, to the Assistant Treasurer of GM and the Assistant Treasurer or Treasurer of Delphi (at
Delphi’s discretion). If within ten (10) days after such referral, GM’s Assistant Treasurer and
Delphi’s Assistant Treasurer or Treasurer are unable to resolve the Restructuring Dispute, the
Restructuring Dispute may be elevated by either Party to GM’s Treasurer or Chief Financial Officer
(at GM’s discretion) and Delphi’s Chief Executive Officer or Chief Financial Officer (at Delphi’s
discretion) for resolution. To the extent that the job title of any of the foregoing positions is
changed, this section 8.11 shall be deemed to apply to such successor title or, if the position is
eliminated or vacated, to the job title of the party taking over the responsibilities of the
eliminated or vacated position.



     Section 8.12 No Solicitation. Each Party acknowledges that this Agreement is not and shall
not be deemed to be a solicitation to accept or reject a plan in contravention of section 1125(b)
of the Bankruptcy Code. Each Party further acknowledges that no securities of any



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Debtor are
being offered or sold pursuant to this Agreement and that this Agreement does not constitute an
offer to sell or a solicitation of an offer to buy any securities of any Debtor.



     Section 8.13 Negotiations Not Admissible. Pursuant to Rule 408 of the Federal Rules of
Evidence and any applicable state rules of evidence, this Agreement and all negotiations relating
hereto are not admissible into evidence in any proceeding; provided, however, that
this Agreement may be admissible in a proceeding to enforce the terms of this Agreement.



     Section 8.14 Specific Performance. Each Party acknowledges that the other Party would be
irreparably damaged if this Agreement were not performed in accordance with its specific terms or
were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the
terms of this Agreement in addition to any other remedy to which the Parties may be entitled, at
law, in equity or under this Agreement.



     Section 8.15 Representations and Warranties of Delphi and GM. Each Party represents and
warrants to the other Party that the following statements, as applicable to it, are true, correct,
and complete as of the date of this Agreement:



          (a) It is duly organized, validly existing, and in good standing under the laws of its state
of organization and has all requisite corporate power and authority to enter into this Agreement
and to perform its obligations hereunder;



          (b) The execution and delivery of this Agreement and the performance of its obligations
hereunder have been duly authorized by all necessary corporate action on its part;
provided, however, that Delphi’s authority to enter into this Agreement is subject
to Bankruptcy Court approval;



          (c) This Agreement has been duly executed and delivered by it and constitutes its legal,
valid, and binding obligation, enforceable against it in accordance with the terms hereof, subject
to the occurrence of the Effective Date; and



          (d) The execution, delivery, and performance by it (when such performance is due) of this
Agreement do not and shall not (i) violate any current provision of law, rule, or regulation
applicable to it or any of its subsidiaries or its certificate of incorporation or bylaws or other
organizational documents or those of any of its subsidiaries or (ii) conflict with, result in a
breach of, or constitute (with due notice or lapse of time or both) a default under any material
contractual obligation to which it or any of its subsidiaries is a party.



     Section 8.16 Waiver; Modification; Amendment. Except as otherwise specifically provided
herein, this Agreement may not be modified, waived, amended, or supplemented unless such
modification, waiver, amendment, or supplement is in writing and has been signed by each Party. No
waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any
other provision of this Agreement, whether or not similar, nor shall any waiver be deemed a
continuing waiver.



     Section 8.17 Binding Effect; Assignments. This Agreement is intended to bind and inure to
the benefit of the Parties and their respective successors, assigns, administrators, and



MRA-74









 







representatives. Neither this Agreement nor any of the rights, interests, or obligations under
this Agreement (for the avoidance of doubt, including without limitation, the obligations set forth
in sections 4.01 and 4.02 hereof) shall be sold, assigned, or otherwise transferred by any Party
without the prior written consent of the other Parties; provided, however, that
neither the foregoing nor any other provision of this Agreement shall limit (i) any assignment in
connection with the transfer of all or substantially all of the assets of Delphi and its Affiliates
or (ii) any assignment not reasonably expected to have a material impact on GM, on the benefits GM
reasonably is expected to receive under this Agreement or the Settlement Agreement (including the
chapter 11 plan terms set forth herein and therein), or on the ability of the Debtors to fulfill
any obligations to any GM-Related Parties under this Agreement, the Settlement Agreement, or any
agreements assumed, reinstated, or ratified under this Agreement.



     Section 8.18 Third Party Beneficiaries. Except as otherwise provided in section 8.06
herein with respect to the releases of the GM Parties and GM Suppliers, nothing contained in this
Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any
person or entity other than the Parties hereto, nor is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third party to any Party to this Agreement,
nor shall any provision give any third party any right of subrogation or action over or against any
Party to this Agreement.



     Section 8.19 Notices. All notices and other communications in connection with this
Agreement shall be in writing and shall be deemed given (and shall be deemed to have been duly
given upon receipt) if delivered personally, mailed by registered or certified mail (return receipt
requested) or delivered by an express courier (with confirmation) to the Parties at the following
addresses (or at such other address for a Party as shall be specified by like notice):


If to Delphi, to:



Delphi Corporation

5725 Delphi Drive

Troy, Michigan 48098

Att’n: John D. Sheehan

           David M. Sherbin, Esq.

           Sean P. Corcoran, Esq.



With a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive

Chicago, Illinois 60606-1285

Att’n: John Wm. Butler, Jr., Esq.

           Ron E. Meisler, Esq.



MRA-75









 






and



Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036



Att’n: Eric L. Cochran, Esq.

           Kayalyn A. Marafioti, Esq.



If to GM, to:



General Motors Corporation

767 Fifth Avenue

14th Floor

New York, New York 10153



Att’n: Director of Business Development




and



General Motors Corporation

300 GM Renaissance Center

Detroit, Michigan 48265



Att’n: General Counsel



With a copy to:



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153



Att’n: Jeffrey L. Tanenbaum, Esq.

           Michael P. Kessler, Esq.

           Robert J. Lemons, Esq.



or to such other place and with such other copies as either Party may designate as to itself by
written notice to the other Party. Rejection, any refusal to accept or the inability to deliver
because of changed address of which no notice was given shall be deemed to be receipt of the notice
as of the date of such rejection, refusal or inability to deliver.




     Section 8.20 Waiver of Right to Trial by Jury. Each Party waives any right to trial by
jury in any proceeding arising under or related to this Agreement.



     Section 8.21 Service of Process. Each Party irrevocably consents to the service of process
in any legal proceeding arising out of this Agreement by receipt of mailed copies thereof by
national courier service or certified United States mail, postage prepaid, return receipt
requested, to its applicable registered agent. The foregoing, however, shall not limit the right
of a Party to effect service of process on the other Party by any other legally available method.



MRA-76









 





     Section 8.22 Interpretation.



          (a) In the event of any conflict between this Agreement and any of the Labor MOUs, the
Non-Represented Employees Term Sheet, the UAW SAP, the IUE-CWA SAP, the Warranty Settlement
Agreement, and the IP License, the provisions of such documents other than this Agreement shall
govern.



          (b) Reserved.



          (c) Any reference herein to any section of this Agreement shall be deemed to include a
reference to any exhibit, attachment or schedule referred to within such section.



          (d) All references to “$” and dollars shall refer to United States currency.



          (e) Consistent with Bankruptcy Rule 9006(a), if the due date for any action to be taken under
this Agreement (including the delivery of notices) is not a business day, then such action shall be
considered timely taken if performed on or prior to the next business day following such due date.
Any reference to “days” in this Agreement shall mean calendar days unless otherwise specified.



     Section 8.23 Expenses. Notwithstanding anything else contained in this Agreement or the
Settlement Agreement, each Party shall bear all costs and expenses incurred or to be incurred on or
after the MRA Consummation Date by such Party in connection with this Agreement and the
consummation and performance of the transactions contemplated hereby.



     Section 8.24 Entire Agreement; Parties’ Intentions; Construction. This Agreement and the
Settlement Agreement, including all agreements incorporated by reference herein or therein (e.g.,
the Labor MOUs, the Non-Represented Employees Term Sheet and the Transaction Facilitation
Agreement), and the Confidentiality and Non-Disclosure Agreement between GM and Delphi dated
September 12, 2005, as amended, constitute the entire agreement of the Parties with respect to the
subject matter hereof and supersede all prior agreements, whether oral or written, with respect to
such subject matter other than with respect to the agreements expressly assumed, ratified or
reinstated in Article V of this Agreement. The attachments and exhibits attached hereto are an
integral part of this Agreement and are hereby incorporated into this Agreement and made a part
hereof as if set forth in full herein. This Agreement is the product of negotiations between the
Parties and represents the Parties’ intentions. In any action to enforce or interpret this
Agreement, this Agreement shall be construed in a neutral manner, and no term or provision of this
Agreement, or this Agreement as a whole, shall be construed more or less favorably to any Party.



     Section 8.25 Severability. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced by any rule of law or public policy, all other conditions
and provisions of this Agreement shall nonetheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party. Upon such determination that any term or other provision is
invalid, illegal, or unenforceable in any respect, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as



MRA-77









 







possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to
the fullest extent possible.



     Section 8.26 Headings. The table of contents and the headings of the Articles and sections
herein are inserted for convenience of reference only and are not intended to be a part of, or to
affect the meaning or interpretation of, this Agreement.



     Section 8.27 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same
Agreement. Electronic delivery of an executed signature page of this Agreement shall be effective
as delivery of a manually executed signature page of this Agreement.



[Signature pages follow.]




MRA-78









 








     IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be duly executed and
delivered by their respective, duly authorized officers as of the date first written above.



	 	 	 	 	 	 	 	 	 
	DELPHI CORPORATION	 	 	 	GENERAL MOTORS CORPORATION








	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ John D. Sheehan
	 	 	 	By:
	 	/s/ Frederick A. Henderson
	 

	 	 
	 	 	 	 	 	 
	Name:

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

	 	Vice President, Chief Restructuring
Officer
	 	 	 	Title:
	 	 President and Chief Operating
Officer







MRA-79











 





Master Restructuring Agreement




Exhibit 1.24

Assumed Liabilities






 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.






 









 








Exhibit 1.24



“Assumed Liabilities” shall mean (i) all liabilities and obligations relating to ownership
or operation of the applicable Unsold Business arising from acts or events occurring after the
Business Closing Date (regardless of when any related claim is made), including: [* *] and (x) all
other mutually agreed liabilities.






 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




 









 










Master Restructuring Agreement




Exhibit 1.175

Retained Liabilities






 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




 









 










Exhibit 1.175



“Retained Liabilities” shall mean (i) all liabilities and obligations relating to the
ownership or operation of the applicable Unsold Business arising from acts or events occurring on
or prior to the Business Closing Date (regardless of when any related claim is made), including
without limitation [* *].






 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.






 











 





Master Restructuring Agreement




Exhibit 1.178

Excluded Saginaw Assets




 









 





Exhibit 1.178

Excluded Saginaw Assets




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit 1.169 Saginaw E&C Assets — Excluded Assets	 	 	 	 	 	 	 	 
	Description	 	Purpose	 	Manufacturer	 	Model Number	 	Serial Number	 	Location	 	Planned Removal Date
	SAP Label Printers

	 	Support Contract Manufacturing
	 	INTE/TEC8
	 	601 XP
	 	 	01647	 	 	Dock #5 (10.199.190.50)
	 	August-08
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	01758	 	 	Dock #2 Supv. Office	 	 
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	01769	 	 	S & T Truck Plt 1	 	 
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	01773	 	 	PC & L Office (10.199.190.155)	 	 
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	01775	 	 	S & T Truck Plt 1	 	 
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	01797	 	 	Dock #2 (10.199.190.47)	 	 
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	01993	 	 	Plt #1 Gen’l Supv. Office	 	 
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	06195	 	 	Dock #3 (10.199.190.45)	 	 
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	06197	 	 	Dock #4 Receiving Office	 	 
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	06357	 	 	Barb Yax’s Office (10.199.190.8	 	 
	 

	 	 	 	INTE/TEC8
	 	601 XP
	 	 	06521	 	 	Plt #5 Unitizing	 	 
	Wireless Access Point

	 	Support Contract Manufacturing
	 	Cisco
	 	AIR-MP-20B-A-K9
	 	 	 	 	 	Dock 2 Col A36 — Plant 2
	 	August-08
	Wireless Access Point

	 	 	 	Cisco
	 	AIR-MP-20B-A-K9
	 	 	 	 	 	Dock 3 Col E34 — Plant 3	 	 
	Wireless Access Point

	 	 	 	Cisco
	 	AIR-MP-20B-A-K9
	 	 	 	 	 	Dock 5 Shipping Dock — Plant 5	 	 
	Wireless Access Point

	 	 	 	Cisco
	 	AIR-MP-20B-A-K9
	 	 	 	 	 	Dock 4 Col D15	 	 
	Wireless Access Point

	 	 	 	Cisco
	 	AIR-AP1231G-A-K9
	 	 	 	 	 	Administration Building East	 	 
	Wireless Access Point

	 	 	 	Cisco
	 	AIR-AP1231G-A-K9
	 	 	 	 	 	Administration Building South	 	 
	Core Switch

	 	 	 	Cisco
	 	Catalyst 5500 Series
	 	 
	 	Computer Room Switch A	 	 
	Core Switch

	 	 	 	Cisco
	 	Catalyst 5500 Series
	 	 
	 	Computer Room Switch B	 	 
	Switch

	 	 	 	Cisco
	 	Catalyst 5505 Series
	 	 
	 	Plant 4 North Col H32	 	 
	Switch

	 	 	 	Cisco
	 	Catalyst 5505 Series
	 	 	 	Plant 3 North Col C32	 	 
	Switch

	 	 	 	Cisco
	 	Catalyst 5505 Series
	 	 
	 	Plant 5 North Col E7	 	 
	Switch

	 	 	 	Cisco
	 	Catalyst 5505 Series
	 	 
	 	Plant 5 West Col L17	 	 
	Switch

	 	 	 	Cisco
	 	Catalyst 5500 Series
	 	 	 	Admin East	 	 
	WAN

	 	 	 	Cisco
	 	7206 Series VXR
	 	 	 	 	 	Computer Room	 	 
	AC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NEMA Enclosure
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UPS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DGD File and Print Server

	 	Support Contract Manufacturing
	 	 	 	 	 	 	 	 	 	 	 	August-08
	SAP Console Server
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SAP System Down Server
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Multi Axis Test Fixture with 458, 498 controller

	 	Support Contract
Manufacturing and ongoing
validation
	 	 	 	 	 	 	 	 	 	 	 	July-08
	2 Single Axis Test Benches
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Torque gun #3223 Techmotive CP-Model T0661020SSP3 Techmotive Visual Supervisor & laptop
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3 MTS Controllers + 1 slave controller used to control 6 Single Axis Test Benches
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Page 1 of 3









 






Exhibit 1.178

Excluded Saginaw Assets




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Equipment	 	 
	Truck #	 	MSSI #	 	Model	 	Serial #	 	Class	 	Area	 	Dept. Name	 	Dept. #	 	Description	 	Manufacture
	CRANE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MC-158

	 	 	12688	 	 	333OB
	 	 	6225409	 	 	 	4.3	 	 	Maintenance
	 	Facilities
	 	0F19
	 	CRANE 8 TON
	 	DROTT CARRYDECK
	MC-166

	 	 	12670	 	 	 	M10-30	 	 	 	8170281123C	 	 	 	4.3	 	 	Maintenance
	 	machine repair
	 	0F19
	 	CRANE 1350# CAP.
	 	GREER HERCULIFT
	MC-209

	 	 	12658	 	 	IC200-1A
	 	 	22627	 	 	 	4.3	 	 	Maintenance
	 	Plant 5 Bone yard
	 	0F19
	 	CRANE 30,000 # CAP
	 	BRODERSON
	FIRE TRUCK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FB-12

	 	 	12659	 	 	 	 	 	 	 	2I14B78	 	 	 	4.1	 	 	SECURITY
	 	Out of svc, east shed
	 	 	 	FIRE TRUCK PUMPER
	 	Scat Pumper
	FORK TRUCK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TR19

	 	 	12704	 	 	ERC 060
	 	 	N324619	 	 	 	1.1	 	 	P-3
	 	STORES, DOWN OUT OF SERVICE
	 	 	 	LIFT TRUCK, 6000# CAP. ELEC.
	 	YALE
	MOWER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LM-2

	 	 	12709	 	 	 	F735	 	 	CF735X01114
	 	 	8	 	 	Maintenance
	 	Out of Svc
	 	0F19
	 	LAWNMOWER MID-SIZE FRONT 60” DECK
	 	JOHN DEERE
	LM-3

	 	 	12675	 	 	 	12G702	 	 	 	96121959	 	 	 	8	 	 	Maintenance
	 	Out of Svc
	 	0F19
	 	LAWNMOWER LAWNBOY PUSH
	 	LAWNBOY
	LM-7

	 	 	12676	 	 	 	91202	 	 	980728YB
	 	 	8	 	 	Maintenance
	 	Out of Svc
	 	0F19
	 	LAWN EDGER McCLANE GAS
	 	McCLANE
	LM-8

	 	 	12712	 	 	FS 85
	 	XABXS0254RB
	 	 	8	 	 	Maintenance
	 	Out of Svc
	 	0F19
	 	LAWN WEEDWACKER STIHL GAS
	 	STIHL
	LM-9

	 	 	12632	 	 	 	318777	 	 	13AP698G731
	 	 	8	 	 	Maintenance
	 	Out of Svc
	 	0F19
	 	Rider Mower
	 	Huskee
	PERSONAL TRANSPORT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PT-6

	 	 	12685	 	 	 	E-240	 	 	 	611131	 	 	 	4.2	 	 	Maintenance
	 	Facilities,
	 	0F19
	 	Green Stripe 3-WHEEL PERSONAL TRANSPORT
	 	MOTREC
	SKID STEER LOADER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LM-220

	 	 	12633	 	 	Scat Trak/1350
	 	 	4N0030	 	 	 	6	 	 	Maintenance
	 	FACILITIES
	 	0F19
	 	SKID STEER LOADER
	 	KOEHRING
	SNOW BLOWER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LM-10

	 	 	12640	 	 	 	924501	 	 	 	131	 	 	 	8	 	 	Maintenance
	 	FACILITIES
	 	0F19
	 	AREINS, SNOW BLOWER
	 	ARIENS
	TRACTOR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LM-45

	 	 	12861	 	 	 	140	 	 	 	34145J	 	 	 	8	 	 	Maintenance
	 	Out of Svc
	 	0F19
	 	TRACTOR LAWN/SNOW REMOVAL
	 	INTERNATIONAL HARVESTER






Page 2 of 3









 





Exhibit 1.178

Excluded Saginaw Assets




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Equipment	 	 
	Truck #	 	MSSI #	 	Model	 	Serial #	 	Class	 	Area	 	Dept. Name	 	Dept. #	 	Description	 	Manufacture
	TRUCK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LM-215

	 	 	12655	 	 	70 SERIES
	 	BL7D1P6LV01
	 	 	8	 	 	Maintenance
	 	Out of Svc
	 	0F19
	 	GM CHEVY STAKERACK/ PLOW TRUCK
	 	CHEVROLET
	LM-219

	 	 	12708	 	 	GENERAL
	 	49EJ9V63148
	 	 	8	 	 	Maintenance
	 	Out of Svc
	 	0F19
	 	GM GMC TRUCK SNOW PLOW
	 	GMC
	LM-6

	 	 	12654	 	 	 	C 30	 	 	BJC34K51E199
	 	 	8	 	 	Maintenance
	 	FACILITIES
	 	0F19
	 	GM CHEVY RED DUMP TRUCK
	 	CHEVROLET
	LM-5

	 	 	12695	 	 	7000 SERIES
	 	C17DE9V10072
	 	 	8	 	 	Maintenance
	 	Out of Svc
	 	0F19
	 	GM CHEVY TRUCK SALT SPREADER
	 	GMC
	WALKIE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L-23

	 	 	12679	 	 	MCW040
	 	 	B819N01781T	 	 	 	3.1	 	 	P-2,4
	 	Kitties
	 	 	 	WALKIE STACKER LIFT TRUCK, 4000# ELEC
	 	YALE
	L-25

	 	 	12678	 	 	MCW040
	 	 	B819N01691T	 	 	 	3.1	 	 	Truck Repair
	 	extra
	 	 	 	WALKIE STACKER LIFT TRUCK, 4000# ELEC
	 	YALE
	Machinery and Equipment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equipment/Cell

	 	 	 	 	 	 	 	 	 	Current

Location

(Plant)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Quad Front and Rear rotor cell (R3)	 	 	5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	R1 Cargill – 211/231 Rear knuckle	 	 	5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	R4 Cargill – P90 rear knuckle	 	 	5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	F1 Rotor – U/W front rotor service	 	 	5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-truck Knuckle Transfer cell	 	 	2, 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Saturn LS Front Knuckle Transfer cell	 	 	2, 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	T-truck Assy Cell	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	J-Car Knuckle	 	 	2, 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GMT900 Knuckle R&B #1	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GMT900 Knuckle R&B #2	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GMT900 Knuckle R&B #3	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GMT900 Knuckle Retool Cell	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GMT900 Assy Cell #2	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GMT900 Assy Cell #3	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GMX 211 Rear Axle
Assembly Line (Fixed Line – A18)	 	Oshawa
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Robots

	 	SAP #
	 	Asset Tag #
	 	Location
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Training Robot

	 	 	3051306	 	 	 	1043463	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Training Robot

	 	 	3051286	 	 	 	10191	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Training Robot

	 	 	3051426	 	 	 	10193	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Training Robot

	 	 	3051307	 	 	 	10231	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Page 3 of 3









 





Exhibit 1.178 Saginaw E&C Assets — Excluded Assets




	 	 	 	 	 
	Line / Program

	 	Product / Process
	 	Plant Location
	SYS II 800

	 	Rotor Machining
	 	Plant 2/4
	Sys 2/3 EMAG

	 	Rotor Machining
	 	Plant 2/4
	Sys 3 EMAG

	 	Rotor Machining
	 	Plant 3
	GMT610

	 	Corner Assembly
	 	Plant 2/4
	GMX 295

	 	Knuckle Machining
	 	Plant 3






FORK TRUCKS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Truck #	 	MSSI #	 	Model	 	Serial #	 	Class	 	Area	 	Dept. Name	 	Dept. #	 	Equipment Description	 	Manufacturer
	TR355

	 	 	12686	 	 	E60XL2
	 	CO98D03629U
	 	 	1.1	 	 	P-5
	 	DOCK 5
	 	 	 	LIFT TRUCK, 8000# CAP. ELEC.
	 	HYSTER COMPANY
	TR130

	 	 	12680	 	 	E60XL2
	 	C098D03609U
	 	 	1.1	 	 	Maintenance
	 	Truck Repair Loaner
	 	OM9A
	 	LIFT TRUCK, 8000# CAP. ELEC.
	 	HYSTER COMPANY
	TR16

	 	 	12707	 	 	FTD-020
	 	R1915-98
	 	 	1.1	 	 	P-3
	 	STORES, UP
	 	 	 	LIFT TRUCK, 1930# CAP. ELEC.
	 	BAKER
	TR170

	 	 	12697	 	 	E65XM
	 	F106V10263U
	 	 	1.1	 	 	Maintenance
	 	Truck Repair Loaner
	 	OM9A
	 	LIFT TRUCK, 6500# CAP. ELEC.
	 	HYSTER COMPANY
	TR200

	 	 	12691	 	 	E100XL2
	 	C096D03642U
	 	 	1.1	 	 	Maintenance
	 	Carpenter Shop
	 	0F19
	 	LIFT TRUCK, 10000# CAP. ELEC.
	 	HYSTER COMPANY
	TR330

	 	 	12682	 	 	E80XL2
	 	C098D03617U
	 	 	1.1	 	 	P-3
	 	EXTRA
	 	OM9C
	 	LIFT TRUCK, 8000# CAP. ELEC.
	 	HYSTER COMPANY
	TR340

	 	 	12683	 	 	E100XL2
	 	C098D03618U
	 	 	1.1	 	 	Maintenance
	 	P-3
	 	0F19
	 	LIFT TRUCK, 10000# CAP. ELEC.
	 	HYSTER COMPANY
	TR360

	 	 	12687	 	 	E80XL2
	 	C098D03630U
	 	 	1.1	 	 	P-3
	 	DOCK 3
	 	OM9C
	 	LIFT TRUCK, 8000# CAP. ELEC.
	 	HYSTER COMPANY
	TR370

	 	 	12688	 	 	E80XL2
	 	C098D03632U
	 	 	1.1	 	 	P-3
	 	SYSTEM ASSM 3
	 	OM9C
	 	LIFT TRUCK, 8000# CAP. ELEC.
	 	HYSTER COMPANY
	TR41

	 	 	12710	 	 	FTD-080
	 	U-1917A-572
	 	 	1.1	 	 	Maintenance
	 	Gon Repair
	 	0F19
	 	LIFT TRUCK, 8000# CAP. ELEC.
	 	BAKER
	TR510

	 	 	12684	 	 	E100XL2
	 	C098D03620U
	 	 	1.1	 	 	Maintenance
	 	MAINTENANCE
	 	0F19
	 	LIFT TRUCK, 10000# CAP. ELEC.
	 	HYSTER COMPANY
	TR590

	 	 	12699	 	 	E65XM
	 	F108V10265U
	 	 	1.1	 	 	P-3
	 	Truck Repair Extra
	 	 	 	LIFT TRUCK, 6500# CAP. ELEC.
	 	HYSTER COMPANY
	TR199

	 	 	12635	 	 	31R45TN
	 	031E8711184
	 	 	1.5	 	 	Maintenance
	 	Head Shop (P-6)
	 	0F19
	 	LIFT TRUCK, 4500# CAP. ELEC.
	 	RAYMOND
	TR205

	 	 	12636	 	 	31R45TN
	 	031E8711185
	 	 	1.5	 	 	Maintenance
	 	Head Shop
	 	0F19
	 	LIFT TRUCK, 4500# CAP. ELEC.
	 	RAYMOND



















 





Master Restructuring Agreement




Exhibit 1.187

Separation Costs






 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




 









 










Exhibit 1.187




One-Time Information Technology Separation Costs




1.0 [* *]



1.1 [* *]

1.2 [* *]

1.3 [* *]

1.4 [* *]




2.0 [* *]



2.1 [* *]

2.2 [* *]




3.0 [* *]



3.1 [* *]

3.2 [* *]

3.3 [* *]

3.4 [* *]




4.0 [* *]



4.1 [* *]

4.2 [* *]

4.3 [* *]

4.4 [* *]

4.5 [* *]




5.0 [* *]



5.1 [* *]

5.2 [* *]

5.3 [* *]

5.4 [* *]




6.0 [* *]



6.1 [* *]

6.2 [* *]




 




			
		 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




 









 








Exhibit 3.01(a) (i) Outstanding GM Purchase Orders




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Program	 	Opportunity	 	P.O. (Contract)	 	Issue
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 








 




			
		 	Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.



 









 





					
	     	 	 	 	 
	Exhibit 3.01(b) — Recently Awarded Business
	 	 
	 	[* *]                    






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Program	 	GM Creativity Team	 	Opportunity	 	[* *]	 	DIV
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 








 




			
	Note:	 	GM & Delphi have discussed & jointly agreed on the above specified new product program awards.
	 
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




 









 










Exhibit 3.01(b) (i) Certain Recently Awarded Business (Without Price Confirmation)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Division	 	Program	 	Opportunity	 	Remarks
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 








 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.




 









 










Exhibit 3.02 — Contract Extensions [* *]

[**Four Page Spreadsheet Omitted**]






 




			
		 	Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.



 









 




Exhibit 3.03(a) Changes in Manufacturing Location





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Product
	 	     Product Line
	 	PBU
	 	Current Location
	 	     New Location
	 	[* *]
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 
	[* *]
	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 	 	[* *]	 





	 	 	 
	Note:	 	[* *]




 




Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.










 





Exhibit 3.07 — RFQ A Other New Business Awards




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Program	 	GM Creativity Team	 	Opportunity	 	[* *]	 	Div
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	 
	 	 	 	 	 	A List - Total
Value  	 	[* *]	 	 	 	 	 








	 	 	 
	Note:	 	[* *]










Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.



 









 





Exhibit 3.08(a) — FOP Programs  




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Program	 	GM Creativity Team	 	Opportunity	 	[* *]	 	Div
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	[* *]
	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 	 	 	[* *]	 
	 
	 	 	 	 	 	Total  	 	[* *]	 	 	 	 	 








			
	Note:	 	[* *]




 





Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote omissions.



 









 





EXHIBIT
— 3.08(b)




FIRST OPPORTUNITY PROCESS





	1.	 	GM will [* *] [5 pages omitted and filed separately]







 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.





1 of 1









 





Exhibit 3.12




Delphi North American Sites

That Are on New Business Hold As of September 11, 2008




	 	 	 	 	 
	Site	 	Location	 	DUNS
	 

	 	NONE
	 	 






 









 






EXHIBIT 3.14




RIGHT OF LAST REFUSAL





	1.	 	With respect to any ROLR to be provided by GM to Delphi under Section 3.14 of the MRA, [* *]
[1 page omitted and filed separately].







 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.






1 of 1











 





Master Restructuring Agreement




Exhibit 4.01(a)

Form of Monthly Invoice for Excess Labor Costs




 









 






     



EXHIBIT 4.01 A (i)-Labor Subsidy Invoice for the Red Circle Period

The Information contained herein shall not be disclosed to any member of GM Global Purchasing and Supply Chain

NOTE: One such Invoice shall be provided for each the UAW, IUE and
USW pursuant to Section 4.01 B (1)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Q4 2008	 	 	Q1 2007	 	 	Q2  2007	 	 	Q3 2007 (only July and August 2007)	 
	 	 	Labor Cost	 	 	Memo: Total US3,4	 	 	Labor Cost	 	 	Memo: Total US3,4	 	 	Labor Cost	 	 	Memo: Total US3,4	 	 	Labor Cost	 	 	Memo: Total US3,4	 	 	Labor Cost	 	 	Memo: Total US3,4	 	 	Labor Cost	 	 	Memo: Total US3,4	 	 	Labor Cost	 	 	Memo: Total US3,4	 	 	Labor Cost	 	 	Memo: Total US3,4	 
	 	 	($000)	 	 	($000)	 	 	($/hr)	 	 	($000)	 	 	($000)	 	 	($000)	 	 	($/hr)	 	 	($000)	 	 	($000)	 	 	($000)	 	 	($/hr)	 	 	($000)	 	 	($000)	 	 	($000)	 	 	($/hr)	 	 	($000)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Straight Time
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	COLA
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Wages
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Overtime Premium
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Night Shift Premium
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Independence Week
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Vacation
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Holiday
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Jury Duty
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Bereavement Leave
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Military Leave
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Profit Sharing
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Suggestion Award
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Performance Bonus
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Wage Related
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Wage & Related
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employer Taxes
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Worker’s Compensation
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
Legally Required
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	401K Matching
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PAYGO Healthcare
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Training and Legal Funds
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Supplemental Unemployment Benefits and Severance
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Disability/Sickness and Accident
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Administrative Costs — NBC
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active Basic Life Insurance
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Benefits
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	Item X1
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Item Y1
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Additional Agreed Upon Items1,2
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Labor Cost (included in Subsidy)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	Labor Subsidy Calculation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active Hours
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Time $26/hr
	 	X 26/hr	 	 	 	 	 	X 26/hr	 	 	 	 	 	X 26/hr	 	 	 	 	 	X 26/hr	 	 	 	 	 	X 29/hr	 	 	 	 	 	X 26/hr	 	 	 	 	 	X 26/hr	 	 	 	X 26/hr	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total labor cost @ $26/hr
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Labor Subsidy
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Memo: Costs Not Included 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Signing Bonus (2003 Contract)
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Worker’s Compensation (Pre - 2006)
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Other Non Agreed Upon Items
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Pension
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	OPEB (Traditional and Ongoing)
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Legacy/Fixed Cost
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 








 




			
	1	 	For costs that are not specific to the sites covered under the subsidy and have
allocation amounts GM shall require the total US labor cost associated with that line item.
	 
	2	 	Relates to other labor cost items that the parties agree
upon in writing as per the definition of Labor cost Line Items in the
Restructuring Agreement. Such amounts will be itemized.
	 
	3	 	Costs related only to plants included in the labor subsidy
	 
	4	 	Includes only existing locations as of emergence unless costs are allocated to additional
US sites in the future



















 






EXHIBIT
4.01 A (ii) — Actual Labor Subsidy for Ongoing Periods




The Information contained herein shall not be disclosed to any member of GM Global Purchasing and
Supply Chain




NOTE: One such Invoice shall be provided on a monthly basis




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Labor Cost	 	Memo: Total US 3,4	 	Labor Cost	 	Memo: Total US 3’4
	 	 	($ 000)	 	($ 000)	 	($/hr)	 	($ 000)
	Straight Time
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	COLA (only for Red Circle Period)
	 	XXX	 	 	 	 	 	XXX	 	 	 	 
	Subtotal Wages
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Overtime Premium
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Night Shift Premium
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Independence Week (only for Red Circle Period)
	 	XXX	 	 	 	 	 	XXX	 	 	 	 
	Vacation
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Holiday
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Jury Duty
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Bereavement Leave
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Military Leave
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Profit Sharing (only for Red Circle Period)
	 	XXX	 	 	 	 	 	XXX	 	 	 	 
	Suggestion Awards
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Performance Bonus
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Subtotal Wage Related
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Wage & Related
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Employer Taxes
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Applicable Worker’s Compensation
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Total Legally Required
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	401 K Matching
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	PAYGO Healthcare
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Training and Legal Funds (only for Red Circle Period)
	 	XXX	 	 	 	 	 	XXX	 	 	 	 
	Supplemental Unemployment Benefits and Severance
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Disability/Sickness and Accident
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Administrative Costs — NBC
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Active Basic Life Insurance
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Total Benefits
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item X 1
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Item Y 1
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Additional
Agreed Upon Items
1,2
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Labor Cost (Included in Subsidy)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Labor Subsidy Calculation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Active Hours
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Times $26/hr
	 	X 26/hr	 	 	 	 	 	X 26/hr	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total labor cost @ $26/hr
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Labor Subsidy
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Memo: Costs Not Included2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Signing Bonus (2003 Contract)
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Worker’s Compensation (Pre - 2006)
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Other Non Agreed Upon Items
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	Pension
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	OPEB (Traditional and Ongoing)
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Legacy/Fixed Cost
	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 








 




			
	1	 	For costs that are not specific to the sites covered under the subsidy and have
allocation amounts GM shall require the total US labor cost associated with that line Item.
	 
	2	 	Relates to other labor cost Items that the Parties agree upon in writing as
per the definition of Labor Cost Line Items in the Restructuring Agreement. Such amounts
will be itemized.
	 
	3	 	Costs related only to plants included in the labor subsidy
	 
	4	 	Includes only existing locations as of emergence unless costs are allocated to
additional US sites in the future





 









 






EXHIBIT 4.01 A (iii) — Forecast Labor Subsidy




The information contained herein shall not be disclosed to any member of GM Global Purchasing and Supply Chain




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ALL PLANTS INCLUDED IN LABOR SUBSIDY	 	 	ALL PLANTS INCLUDED IN PRODUCTION CASH BURN
	 	 	2008	 	 	 	 	 	 	2008	 	 
	 	 	Q1	 	Q2	 	Q3	 	Q4	 	CY	 	2009	 	 	Q1	 	Q2	 	Q3	 	Q4	 	CY	 	2009
	Forecast headcount:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Production
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Skilled
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Layoff/Separation
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Leave
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Estimated rate per hour:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Production
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Skilled
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Layoff/Separation (Per employee $000s)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Leave (Per employee ($000s)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hours
	 	 	500	 	 	 	500	 	 	 	500	 	 	 	500	 	 	 	2,000	 	 	 	2,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Labor Subsidy $Mils
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT 4.01 A (iv) — Headcount Data




The information contained herein shall not be disclosed to any member of GM Global Purchasing and Supply Chain




The following detail will be provide for actual headcount on a plant by plant basis for those plants included in both Labor Subsidy and Production Cash Burn




SKILLED AND PRODUCTION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PRE-	 	 	 	 
	PLANT	 	ACTIVE	 	BANK	 	TLO	 	LEAVES	 	TOTAL	 	ILO-VOL	 	ILO-OTH	 	TOTAL	 	TEMP	 	RETIRE	 	PERD	 	TFT
	All Plants Covered by
Wage Subsidy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PRODUCTION ONLY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PRE-	 	 	 	 
	PLANT	 	ACTIVE	 	BANK	 	TLO	 	LEAVES	 	TOTAL	 	ILO-VOL	 	ILO-OTH	 	TOTAL	 	TEMP	 	RETIRE	 	PERD	 	TFT
	All Plants Covered by
Wage Subsidy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SKILLED ONLY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PRE-	 	 	 	 
	PLANT	 	ACTIVE	 	BANK	 	TLO	 	LEAVES	 	TOTAL	 	ILO-VOL	 	ILO-OTH	 	TOTAL	 	TEMP	 	RETIRE	 	PERD	 	TFT
	All Plants Covered by
Wage Subsidy
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0	 	0






 









 





EXHIBIT 4.01 A (v) — Facility Sales Data




The information contained herein shall not be disclosed to any member of GM Global Purchasing and Supply Chain




NOTE: Numbers used above are for illustrative purposes only.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Facility Sales Detail 	 	Month Actual	 	 	 	 	 	 	 	 
	$ millions	 	Grand Rapids	 	Kokomo	 	Lockport	 	Rochester	 	Month Total	 	Year to Date
	GM
	 	 	8	 	 	 	40	 	 	 	50	 	 	 	41	 	 	 	139	 	 	 	1,663	 
	Tier to GM
	 	 	1	 	 	 	2	 	 	 	5	 	 	 	1	 	 	 	9	 	 	 	107	 
	Allied — GM
	 	 	1	 	 	 	9	 	 	 	6	 	 	 	4	 	 	 	19	 	 	 	229	 
	Allied — Non-GM
	 	 	1	 	 	 	1	 	 	 	2	 	 	 	1	 	 	 	4	 	 	 	52	 
	Other (Non-GM)
	 	 	3	 	 	 	5	 	 	 	0	 	 	 	3	 	 	 	10	 	 	 	125	 
	 	 	         	 	 	 	 
	TOTAL
	 	 	15	 	 	 	56	 	 	 	63	 	 	 	49	 	 	 	181	 	 	 	2,176	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Memo: Non-GM
	 	 	4	 	 	 	5	 	 	 	2	 	 	 	3	 	 	 	15	 	 	 	177	 
	Non-GM as a % of Total Sales
	 	 	28	%	 	 	9	%	 	 	4	%	 	 	7	%	 	 	8	%	 	 	8	%
	 Non-GM Revenue Limit
(Month/YTD)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20	 	 	 	240	 





Applicable Labor Reimbursement Percentage



NOTE: Delphi will provice monthly sales data as soon as possible, but no later than
10 days following the delivery of monthly invoice (Exhibits 4.01 A (i)-(iv)); The
Applicable Labor Reimbursement Percentage will only be calculated once a year, in the final
invoice for any





 











 





Master Restructuring Agreement




Exhibit 4.02(b)

Form of Monthly Invoice for the Aggregate Amount of the Applicable Cash Burn

Percentage of Production Cash Burn Incurred at all Support Facilities




 




			
		 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.



 









 





EXHIBIT 4.02 B

[* *]





Income Statement Input

Template to be used for all Applicable Support Facilities



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L	 	 	 	 	 	 	 	Account	 	 	 	 	 	Reimbursement
	N	 	 	 	($000’s)	 	General Ledger Number	 	Comment	 	Amount
	1	 	[* *]
	 	 	 	 	 	 	5	 	 	 	[* *]	 	 	 	—	 
	2	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	3	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	4	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	5	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	6	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	7	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	8	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	9	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	10	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	11	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	12	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	13	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	14	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	15	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	16	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	17	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	18	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	19	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	20	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	21	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	22	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	23	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	24	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	25	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	26	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	27	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	28	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	29	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	30	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	31	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	32	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	33	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	34	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	35	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	36	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	37	 	[* *]
	 	 	 	 	 	 	5	 	 	 	 	 	 	 	—	 
	38	 	 
	 	 	[* *]	 	 	 	5	 	 	 	 	 	 	 	—	 
	39	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	40	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 
	41	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	42	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	43	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	44	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	45	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	46	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	47	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	48	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	49	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	50	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	51	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	52	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	53	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	54	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 






 




			
		 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




2 of 6









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L	 	 	 	 	 	 	 	Account	 	 	 	 	 	Reimbursement
	N	 	 	 	($000’s)	 	General Ledger Number	 	Comment	 	Amount
	55	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	56	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	57	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	58	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	59	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	60	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	61	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	62	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	63	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	64	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	65	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	66	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	67	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	68	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	69	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	70	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	71	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	72	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	73	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	74	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	75	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	76	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	77	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	78	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	79	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	80	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	81	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	82	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	83	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	84	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	85	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	86	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 
	87	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 
	88	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	89	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 
	90	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 
	91	 	[* *]
	 	 	 	 	 	 	6	 	 	 	 	 	 	 	—	 
	92	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	93	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	94	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	95	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 
	96	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 
	97	 	[* *]
	 	 	 	 	 	 	7	 	 	 	[* *]	 	 	 	—	 
	98	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	99	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	100	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 
	101	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	102	 	[* *]
	 	 	 	 	 	 	5	 	 	 	[* *]	 	 	 	—	 
	103	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	104	 	[* *]
	 	 	 	 	 	 	6	 	 	 	[* *]	 	 	 	—	 
	105	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	106	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	107	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	108	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	109	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	110	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	111	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	112	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	113	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	114	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	115	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	116	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 






 




			
		 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.



3 of 6









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L	 	 	 	 	 	 	 	Account	 	 	 	 	 	Reimbursement
	N	 	 	 	($000’s)	 	General Ledger Number	 	Comment	 	Amount
	117	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	118	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	119	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	120	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	121	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	122	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	123	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	124	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	125	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	126	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	127	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	128	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	129	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	130	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	131	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	132	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	133	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	134	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	135	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	136	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	137	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	138	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	139	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	140	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	141	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	142	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	143	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	144	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	145	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	146	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	147	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	148	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	149	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	150	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[* *]2
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	 	 
	 	 	[* *]3
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	 	 
	 	 	[* *]4
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	Plant Production Cash Burn	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	1	 	[* *]
	 
	2	 	[* *]
	 
	3	 	[* *]
	 
	4	 	[* *]
	 
	5	 	[* *]
	 
	6	 	[* *]
	 
	7	 	
	 
	NOTE:
	 
	The Parties acknowledge that GM and Delphi have reached an agreement where GM will [* *]




 





Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.



4 of 6









 





EXHIBIT 4.02 B — [* *]

[* *]





Income Statement Input




Template to be used [* *]



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L	 	 	 	 	 	 	 	Account	 	 	 	 	 	Reimbursement
	N	 	($000’s)	 	 	 	 	 	General Ledger Number	 	Comment	 	Amount
	 	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	2	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	3	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	4	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	5	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	6	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	7	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	8	 	[* *]
	 	 	 	 	 	 	6	 	 	 	         [* *]	 	 	 	—	 
	9	 	[* *]
	 	 	 	 	 	 	6	 	 	 	         [* *]	 	 	 	—	 
	10	 	 
	 	 	         [* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	11	 	[* *]
	 	 	 	 	 	 	6	 	 	 	         [* *]	 	 	 	—	 
	12	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	13	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	14	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	15	 	[* *]
	 	 	 	 	 	 	6	 	 	 	         [* *]	 	 	 	—	 
	16	 	[* *]
	 	 	 	 	 	 	6	 	 	 	         [* *]	 	 	 	—	 
	17	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	18	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	19	 	[* *]
	 	 	 	 	 	 	6	 	 	 	         [* *]	 	 	 	—	 
	20	 	[* *]
	 	 	 	 	 	 	6	 	 	 	         [* *]	 	 	 	—	 
	21	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	22	 	[* *]
	 	 	 	 	 	 	6	 	 	 	         [* *]	 	 	 	—	 
	23	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	24	 	[* *]
	 	 	 	 	 	 	6	 	 	 	         [* *]	 	 	 	—	 
	25	 	[* *]
	 	 	 	 	 	 	6	 	 	 	        [* *]	 	 	 	—	 
	26	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	27	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	28	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	29	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	30	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	31	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	32	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	33	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	34	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	35	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	36	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	37	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	38	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	39	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	40	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	41	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	42	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	43	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	44	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	45	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	46	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	47	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	48	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	49	 	 
	 	 	[* *]	)	 	 	 	 	 	 	 	 	 	 	—	 
	50	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	51	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	52	 	 
	 	 	[* *]	 	 	 	 	 	 	 	[* *]	 	 	 	—	 






 




			
		 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.



5 of 6









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L	 	 	 	 	 	 	 	Account	 	 	 	 	 	Reimbursement
	N	 	($000’s)	 	 	 	 	 	General Ledger Number	 	Comment	 	Amount
	53	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	54	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	55	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	56	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	57	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	58	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	59	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	60	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	61	 	[* *]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 
	62	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	63	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	64	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	65	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	66	 	[* *]
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	—	 
	67	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	68	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	69	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	70	 	 
	 	 	[* *]	 	 	 	 	 	 	 	 	 	 	 	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[* *]2
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	 	 
	 	 	[* *]3
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	 	 
	 	 	[* *]4
	 	 	 	 	 	 	 	 	 	 	[* *]	 	 	 	 	 
	 	 	 
	 	 	 	 		 	 	 	 	 	 	—	 
	 	 	 
	 	Plant Production Cash Burn	 	 		 	 	 	 	 	 	—	 








 




			
	1	 	[* *]
	 
	2	 	[* *]
	 
	3	 	[* *]
	 
	4	 	[* *]
	 
	5	 	[* *]
	 
	6	 	[* *]
	 
	NOTE:
	 
	The Parties acknowledge that GM and Delphi have reached an agreement where GM will [* *]




 





Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.



6 of 6









 





Master Restructuring Agreement




Exhibit 4.02(i)

Letter from Bill Hurles, of GM, to Jeff Paprocki, of Delphi, dated February 1, 2007






 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




 









 










[* *]




Paprocki — Hurles Agreement




February 1, 2007

[* *]



“Consistent with current practices, [* *] For the specific facilities identified: [* *].




– see attached) The completed form, and any supporting documentation, has been provided to GM.
This agreement will only pertain to [* *].



/s/Bill Hurles

Bill Hurles

[* *]




/s/Jeff Paprocki

Jeff Paprocki

[* *]






 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




 









 










GM Intellectual Property Proposal




Attachment




February 1, 2007

[* *]

[* *]

Addendum




The attached listing captures [* *].




Delphi is responsible for submitting [* *].




In the case of engineering changes, [* *].






 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.






 











 





Master Restructuring Agreement




Exhibit 5.01 (a)(i)

Environmental Matters Agreement between Delphi Automotive Systems Corporation

(n/k/a Delphi) and GM, dated as of “October 1998”





 









 








Exhibit C-1




ENVIRONMENTAL MATTERS AGREEMENT




     This Environmental Matters Agreement (“Agreement”), dated as of October, 1998, is made
among General Motors Corporation, a Delaware corporation (“GM”), with its principal place
of business in Detroit, Michigan, and Delphi Automotive Systems Corporation, a Delaware
corporation (“Delphi”), with its principal place of business in Troy, Michigan. GM and
Delphi are sometimes referred to herein as a “Party” and collectively as the “Parties.”



RECITALS




     WHEREAS, GM and Delphi are Parties to a Master Separation Agreement entered into in
connection with the separation of the business heretofore carried on by the Delphi
Automotive Systems Division as a part of GM into a business owned and operated by Delphi
and completely separate and independent from GM; and



     WHEREAS, the Parties desire to enter into this Agreement regarding environmental
matters.



     NOW, THEREFORE, in consideration of the mutual covenants and provisions hereunder
contained, the Parties agree as follows:



ARTICLE 1




Definitions




     1.1. Defined Terms. As used in this Agreement, the following terms (in
singular and plural forms) shall have the meanings below. Capitalized terms used, but not
defined, herein shall have the meaning set forth in the Master Separation Agreement or
elsewhere in this Agreement.



     “Contribution Date” has the same meaning assigned to this term in the Master
Separation Agreement.



     “Corporate Successor” means any successor in interest of a Party by reason of a
merger, reorganization or sale of all or substantially all of the assets of such Party.



     “Delphi Assets” means the equipment, machinery and other personal property acquired by
purchase, lease or otherwise by Delphi from GM as of the Contribution Date in accordance
with the terms of the Master Separation Agreement whether or not associated with a Delphi
Facility.



     “Delphi Facility” means each parcel of real property, including all facilities and
improvements thereon, acquired by purchase, lease or otherwise by Delphi as of the
Contribution Date in accordance with the terms of the Master Separation Agreement as the
same may



1









 




hereafter be revised as a result of the “true-up” process provided for in the Real Estate Matters
Agreement between the Parties.




     “Environmental Claim” shall mean any third-party (i.e., non-Party) accusation, allegation,
notice of violation, action, claim, lien, demand, abatement or other order or directive
(conditional or otherwise) for personal injury (including sickness, disease or death), tangible or
intangible property damage, damage to the environment, nuisance, pollution, contamination of or
other adverse effect on the environment or human health, or for fines, penalties, or restrictions,
resulting from or based upon: (i) the existence, or the continuation of the existence of, a
Release (including without limitation a sudden or non-sudden accidental or non-accidental
Release), or, exposure to, any Hazardous Material, in, into or onto the indoor or outdoor
environment, including, but not limited to, the air, soil, surface water or groundwater, at, on,
by, from or related to any Facility; (ii) the use, management, handling, transportation, storage,
treatment or disposal of Hazardous Material in connection with any Facility; or (iii) the violation
or alleged violation of any Environmental Law relating to the ownership, use, operation, or
remediation of any Facility or to the use, management, handling,
transportation. Release, storage,
treatment or disposal of Hazardous Materials thereon or therefrom.



     “Environmental Costs and Liabilities” shall mean any and all losses, liabilities,
obligations, damages, fines, penalties, judgments, actions, claims, reasonable costs and
reasonable expenses (including without limitation attorneys’ fees, disbursements and expenses of
legal counsel, experts, engineers, and consultants and the costs of Remedial Action) arising from
or under or related to any Environmental Law.



     “Environmental Damages” shall refer to any and all Environmental Costs and Liabilities and
Environmental Claims, including, but not limited to, costs, expenses and attorneys’ or other
experts’ or consultants’ fees in connection with any Remedial Action or enforcing any right of
indemnification hereunder against any Indemnitor; provided, however, that Environmental Damages do
not include consequential, special or incidental damages, including, but not limited to, loss of
profits, loss of business opportunity, loss of use, diminution in value, stigma damages, or any
attorneys’ or consultant’s fees or other expenses as to any matter as to which an Indemnitor has
accepted its defense and indemnity obligations.



     “Environmental Law” means, collectively, all applicable foreign, domestic, federal, state or
local laws, statutes, ordinances, rules, regulations, codes, common law doctrines, or other legally
binding requirements, including, but not limited to, orders, judgments, settlement agreements,
consent orders, consent decrees, consent judgments or Environmental Permits, relating to regulation
and protection of human health, the environment, or natural resources, including, but not limited
to, all laws regulating Releases or threatened Releases of Hazardous Materials, the Comprehensive
Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., the
Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and
Recovery Act (“RCRA”), 42 U.S.C. § 6901 el seq., the Clean Air Act, 42 U.S.C. § 7401 el seq., the
Clean Water Act, 33 U.S.C. § 1251 et seq., and the Toxic Substances Control Act, 15 U.S.C § 52601
et seq., as any of the foregoing may have been, or may in the future be, amended.



2









 





     “Environmental Permits” means permits, licenses, registrations, and other authorizations
issued under any Environmental Law.



     “Environmental Records” means any and all books, records, notes, reports, letters, memoranda,
assessments, testing data, maps, Environmental Permits, certificates, applications, approvals,
surveys or other written, printed, or electronically or magnetically recorded materials,
communications or data relating to; (i) the use, management,
handling, transportation. Release,
storage, treatment or disposal of any Hazardous Material in, about or under any Delphi Facility;
(ii) the environmental condition of the Delphi Facilities; and (iii) compliance with Environmental
Laws at the Delphi Facilities. By way of example, Environmental Records includes the following as
they directly or indirectly relate to Delphi Facilities: environmental bulletins, environmental
performance criteria, NAO reference letters, EPCRA and TSCA manuals, environmental performance
audit reports (IPSR & EPR), Phase I property transfer evaluations, release reports, GM SARA
database, ISO 14001 certification guidance, Title V materials, (e.g., compliance assessments,
compliance reports, outside counsel memoranda re issues, GM emission factors, and rule
interpretations).



     “Facility” means, as the context may require, either a GM Retained Facility or a Delphi
Facility, or both.



     “GM Retained Facility” means any and all real property and facilities which are not Delphi
Facilities and which were owned, operated, occupied or possessed by GM or its direct or indirect
wholly-owned subsidiaries prior to the Contribution Date.



     “Hazardous Material” shall mean, collectively, any: (i) chemical, material or substance: (a)
which is now or hereafter becomes defined as or included in the definition of “hazardous
substance,” “extremely hazardous substance,” “hazardous waste,” “hazardous material,” “restricted
hazardous waste,” “contaminant,” “pollutant,” “toxic substance,” or words of similar import under
any Environmental Law; or (b) the emission, discharge, release, storage, transport, disposal,
management, handling or use of which is regulated under or subject to any Environmental Law; and
(ii) petroleum or petroleum products, or derivatives or fractions thereof, flammable materials,
explosives, radioactive materials (including radon gas other than that which is naturally
occurring), urea formaldehyde foam insulation (“UFI”), asbestos-containing materials (“ACM”) and
polychlorinated biphenyls (“PCBs”).



     “Identified Waste Disposal Sites” means those Off-Site Waste Disposal Sites known to the
Parties as of the Contribution Date, where liability is known or alleged, which are identified on
Exhibit A to this Agreement.



     “Indemnifying Party” or “Indemnitor” means a person that is obligated to provide
indemnification under Article 3 of this Agreement.



     “Indemnitee” means a person that is entitled to seek indemnification under Article 3 of this
Agreement.



3









 





     “Newly Identified Waste Disposal Site” means an Off-Site Waste Disposal Site other than an
Identified Waste Disposal Site where liability becomes known or is alleged after the Contribution
Date.



     “Off-Site Waste Disposal Site” means any site, other than a Facility, which is or becomes
subject to an obligation for Remedial Action under an Environmental Law.



     “Release” means any release, spill, emission, escape, abandonment of any container or
receptacle containing any Hazardous Material, leaking, pumping, pouring, emptying, injection,
deposit, disposal, discharge, dispersal, leaching, movement or migration of any Hazardous Material
on or into the indoor or outdoor environment or into or out of any property.



     “Remedial Action” means all investigations and/or actions to: (i) clean up, remove,
remediate, treat, or in any other way address any Hazardous Material under or pursuant to any
Environmental Law; (ii) prevent the Release or threatened Release, or minimize the further Release
of, any Hazardous Material so that it does not migrate or endanger or threaten to endanger public
health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and
investigations or post-remedial monitoring and care; (iv) perform corrective actions or obtain
timely closure or closure certification related to any underground or aboveground tank, container
storage area, treatment, storage or disposal facility or operation, solid waste management unit or
other location of Hazardous Material use, management, handling, transportation, treatment,
storage, or disposal; or (v) bring any matter, activity, practice or conduct into compliance with
any Environmental Law.



ARTICLE 2




Allocation of Environmental Liabilities




     2.1. Responsibility for GM Retained Facilities.



     As of and after the Contribution Date, GM shall be solely responsible for all Environmental
Damages arising from, relating to or in connection with all GM Retained facilities, whether or not
the circumstances or claims giving rise to such Environmental Damages occurred or were asserted
before or after the Contribution Date; provided, however, that Delphi shall be responsible for all
Environmental Damages at the GM Retained Facilities to the extent caused by Delphi’s acts or
omissions first occurring or continuing after the Contribution Date. Where necessary for GM to
fulfill its obligations under this Agreement, Delphi will use its best efforts to assign its
rights with respect to GM Retained Facilities.



     2.2. Responsibility for Delphi Facilities.



     (a) Subject to Section 2.2(b), as of and after the Contribution Date, Delphi shall be solely
responsible for all Environmental Damages arising from, relating to or in connection with all
Delphi Facilities and Delphi Assets, whether or not the circumstances or claims giving rise to such
Environmental Damages occurred or were asserted before or after the Contribution Date; provided,
however, that GM shall be responsible for all Environmental Damages at the Delphi




4









 







Facilities to the extent caused by GM’s acts or omissions first occurring or continuing after the
Contribution Date.




     (b) Notwithstanding Section 2.2(a), GM shall be solely responsible for all payments
relating to any contract for Remedial Action and other environmental-related service or goods
procurement contracts, or any stipulated penalties, fines or other sanctions under orders,
decrees,
judgments or settlements with respect to any environmental matter at a Delphi Facility,
actually
incurred but not paid by GM prior to the Contribution Date for services performed or acts or
omissions occurring before the Contribution Date. Before the Contribution Date, Delphi shall
procure environmental-related goods and services only on commercially reasonable terms and
conditions, and in no event shall GM be responsible for any materials purchased by Delphi
before the Contribution Date and not utilized by Delphi within ninety (90) days after the
Contribution Date. Except as otherwise specifically provided in this Section 2.2(b), Delphi
shall
be solely responsible for all payments under any contracts for Remedial Action, other
environmental-related service or goods procurement contracts, and any stipulated penalties,
fines
or other sanctions under orders, decrees, judgments, or settlements with respect to any
environmental matter at a Delphi Facility.



     (c) Between the date of the execution of this Agreement and the Contribution Date,
the Parties shall pursue, with reasonable diligence and in good faith, with respect to the
Delphi
Facilities: (i) compliance with Environmental Laws; (ii) the avoidance of any liability under
any
Environmental Law; and (iii) the resolution or continued performance of any activities
necessary
to resolve any Environmental Claim or satisfy or discharge any Environmental Damages before
the Contribution Date.



     2.3. Responsibility for Waste Disposal Sites.



     (a) Identified Waste Disposal Sites.



     As of and after the Contribution Date, GM shall be solely responsible for Environmental
Damages and any other liabilities, to the extent due to contributions by GM before or after the
Contribution Date, arising from, relating to or in connection with all Identified Waste Disposal
Sites.



     (b) Newly Identified Waste Disposal Sites.



     Within twenty (20) days after receiving notice or other information as to the existence of a
Newly Identified Waste Disposal Site as to which the other Party may have liability under an
Environmental Law, the Party receiving such notice or information shall notify the other Party and
provide copies of all relevant correspondence and other documents relating thereto.



     (c) Allocation.



          (i) The Parties’ respective liability with respect to: (1) Newly Identified Waste
Disposal Sites; and (2) contributions to Identified Waste Disposal Sites after the





5









 







Contribution Date, shall be allocated based on each Party’s respective contributions thereto, as
follows:





     (a) GM’s liability shall be based on contributions attributable to the
GM Retained Facilities and any other facility owned or operated by GM before, on or
after the Contribution Date except the Delphi Facilities.




     (b) Delphi’s liability shall be based on contributions attributable to the
Delphi Facilities and any other facility owned or operated by Delphi on or after the
Contribution Date, whether or not such contributions were made before or after the
Contribution Date. Delphi shall not be responsible for contributions to Identified
Waste
Disposal Sites occurring before the Contribution Date.



          (ii) The Parties shall use their reasonable best efforts to amicably resolve all liability
and allocation issues using traditional factors, such as the volume, type and toxicity of the
contributions to such Newly Identified Waste Disposal Site or Identified Waste Disposal Site by
each Party.




     2.4. Duty to Comply With Environmental Laws.



     (a) GM. As of and after the Contribution Date, GM shall comply with
Environmental Laws at the GM Retained Facilities and the sole legal and financial
responsibility
for compliance with Environmental Laws applicable to GM’s use of, operations at or occupancy

of the GM Retained Facilities shall be that of GM.



     (b) Delphi. As of and after the Contribution Date, Delphi shall comply with
Environmental Laws at the Delphi Facilities and the sole legal and financial responsibility
for
compliance with Environmental Laws applicable to Delphi’s use of, operations at or occupancy

of the Delphi Facilities shall be that of Delphi.



     (c) The sole remedy of the Parties for breach of this Section 2.4 shall be under the
indemnification provisions of Article 3 of this Agreement.



     2.5. No Representations or Warranties. Except as otherwise expressly set forth in this
Agreement, the Delphi Facilities and Delphi Assets are being conveyed in their “as is, where
is”
condition and with all faults and without any representation or warranty of any nature
whatsoever, express or implied, oral or written, and in particular without any implied
warranty of
merchantability or fitness for a particular purpose.



6









 





ARTICLE 3




Indemnification




     3.1. Indemnification by GM. GM shall indemnify, defend and hold harmless Delphi
from and against all Environmental Damages which are caused by, relate to or arise in
connection with:





     (a) The GM Retained Facilities, including, but not limited to, Environmental
Damages caused by, relating to or arising in connection with circumstances occurring or
claims asserted either on, before or after the Contribution Date; provided, however,
that
GM shall have no indemnity or defense obligations hereunder with respect to
Environmental Damages to the extent caused by, relating to, or arising in connection
with
Delphi’s acts or omissions first occurring or continuing after the Contribution Date.




     (b) Any act or omission by GM after the Contribution Date.




     (c) Contributions before the Contribution Date to all Identified Waste
Disposal Sites attributable to a Delphi Facility as well as contributions attributable
to a
GM Retained Facility.




     (d) GM contributions to Newly Identified Waste Disposal Sites attributable to
a GM Retained Facility.




     (e) Any breach of this Agreement.




     (f) Any imposition or acceleration of Environmental Costs and Liabilities or
Environmental Claims regarding GM Retained Facilities under Section 9.2(b) under any
applicable Environmental Transfer Law, as defined hereafter, as a result of the
transactions contemplated by the Master Separation Agreement.



     3.2. Indemnification by Delphi. Delphi shall indemnify, defend and hold harmless GM
from and against all Environmental Damages which are caused by, relate to or arise in
connection with:



     (a) The Delphi Facilities and all Delphi Assets, including, but not limited to,
Environmental Damages caused by, relating to or arising in connection with circumstances
occurring or claims asserted either on, before or after the Contribution Date; provided,
however,
that Delphi shall have no indemnity or defense obligations hereunder with respect to
Environmental Damages to the extent caused by. relating to or arising in connection with GM’s
acts or omissions first occurring or continuing after the Contribution Date.



     (b) Any act or omission by Delphi after the Contribution Date.



     (c) Any breach of this Agreement.



7









 





     (d) Delphi contributions on or after the Contribution Date to Identified Waste
Disposal Sites.



     (e) Delphi contributions to Newly Identified Waste Disposal Sites attributable to a
Delphi Facility.



     (f) Any imposition or acceleration of Environmental Costs and Liabilities or Environmental
Claims regarding Delphi Facilities under Section 9.2(b) under any applicable Environmental
Transfer Law, as defined hereafter, as a result of the transactions contemplated by the Master
Separation Agreement.



     3.3. Indemnification Procedures.



     (a) If any Indemnitee receives notice of any Environmental Claim or becomes aware
of any Environmental Costs and Liabilities or other matter with respect to which an
Indemnifying Party is or may be obligated under this Agreement to provide indemnification to
such Indemnitee, the Indemnitee shall give the Indemnifying Party prompt written notice
thereof
(together with any information concerning the matter). Whenever practicable, such notice shall
be provided at least ten (10) business days before the Indemnitee incurs any Environmental
Damages in respect of such matter. If such advance notice is not practicable, then notice shall
be
provided as soon as practicable. Failure or delay of any Indemnitee to give notice as provided
in
this Section 3.3 shall not relieve any Indemnifying Party of its obligations except to the
extent
that such Indemnifying Party is actually prejudiced.



     (b) An Indemnifying Party may elect to defend any Environmental Claim at its own
expense and through its counsel (which counsel shall be reasonably acceptable to the
Indemnitee). If an Indemnifying Party elects to defend an Environmental Claim, it shall notify
the Indemnitee of its intent to do so within ten (10) business days after receiving notice of
such
Environmental Claim (or sooner, if the nature of such Environmental Claim so requires). The
Indemnitee shall cooperate in the defense of such Environmental Claim. The Indemnifying Party
shall keep the Indemnitee reasonably informed as to the status of the defense of such
Environmental Claim. The Indemnifying Party shall also pay such Indemnitee’s reasonable out-of-pocket expenses incurred in connection with such cooperation, but shall not be responsible
for
any legal or other expenses subsequently incurred by such Indemnitee in connection with the
defense of such Environmental Claim. The Indemnifying Party shall not, without the prior
written consent of the Indemnitee: (i) settle or compromise any Environmental Claim or consent
to the entry of any judgment which does not include a written release from all liability to
the
Indemnitee; or (ii) settle or compromise any Environmental Claim in any manner that would be
reasonably likely to have a material adverse effect on the Indemnitee. If an Indemnifying
Party
elects not to defend against a Environmental Claim, or fails to properly notify an Indemnitee
of
its election, the Indemnitee may defend, compromise, and settle such Environmental Claim and
shall be entitled to indemnification to the extent permitted hereunder; provided, however,
that the
Indemnitee may not compromise or settle any such Environmental Claim without the prior
written consent of the Indemnifying Party, which shall not be unreasonably withheld or
delayed.



8









 





     3.4. Mitigation. No Party shall have any obligation to indemnify the other Party
with respect to any Environmental Damages to the extent such Environmental Damages could have
reasonably been avoided or mitigated.



     3.5. Exclusive Remedy. The Parties acknowledge that, except with respect to matters
covered under Sections 9.3 and 9.4 of this Agreement: (a) the rights and obligations provided in
this Agreement shall be the exclusive rights and obligations of the Parties with respect to
environmental matters; and (b) the remedies in Articles 3 and 6 of this Agreement shall be the
exclusive remedies of the Parties with respect to environmental matters and shall be in lieu of,
and not in addition to, all other remedies which may exist in law, equity or under any other
contract.



     3.6. No Initiation of Third Party Claims. The Parties shall not initiate any action
with any third party, including any governmental agency, which could reasonably be expected
to
lead to an Environmental Claim; provided, however, that nothing herein shall prevent either
Party from performing its obligations or exercising its rights under this Agreement.



     3.7. Cooperation On Third Party Claims. If either Party, in addressing a matter or in
defending or resolving any Environmental Claim as to which it has defense or indemnification
responsibility under this Agreement (for purposes of this Section 3.7, the “Indemnifying Party”),
remediates or incurs costs or damages with respect to a matter for which a third party may be
responsible or liable, the other party agrees to cooperate with the Indemnifying Party in pursuing
any claim against such third party and the Parties shall assist each other so as to enable the
Indemnifying Party to legally assert such claim against such third party and to recover its costs
and damages from such third party, including acting as the real party in interest and assigning any
rights or causes of action against any such third party relating to such claim or the proceeds
thereof to the Indemnifying Party.



ARTICLE 4




Environmental Reserves




     4.1. As of the Contribution Date, each Party shall be responsible for establishing its own
reserves for environmental liabilities in accordance with generally accepted accounting
principles. At the time of Contribution, the environmental reserves established for the Delphi
Facilities are shown on Exhibit B. These reserves were established in accordance with the same
principles used to establish reserves for GM Retained Facilities.



ARTICLE 5




Environmental Permits




     5.1. Set forth on Exhibit C are all of the Environmental Permits identified and not yet
expired with respect to the Delphi Facilities and the Delphi Assets. Exhibit C also identifies,
with respect to each such Environmental Permit, whether each such Environmental Permit: (i)



9









 




relates to the Delphi Facilities and operations by GM on GM Retained Facilities, but shall not be
transferred to Delphi by GM and shall remain with GM as permittee; (ii) may be transferred to
Delphi under applicable Environmental Law; or (iii) may not be transferred to Delphi under
applicable Environmental Law. The Parties shall use best efforts to: (i) effectuate the transfer
of those Environmental Permits under clause (ii), above, that may be transferred to Delphi under
applicable Environmental Law; (ii) obtain issuance to Delphi of new or replacement Environmental
Permits for Delphi’s operations now covered by the Environmental Permits described in clauses (i)
or (iii), above; and (iii) mitigate problems that may arise during the transfer process. As of and
after the Contribution Date, Delphi shall be solely responsible to obtain and comply with all
Environmental Permits with respect to the Delphi Facilities and the Delphi Assets, whether or not
GM was required under any Environmental Law to, but did not, obtain any such Environmental
Permits. Prior to the Contribution Date, Delphi shall have obtained and GM shall also assist
Delphi in obtaining new RCRA generator identification numbers which are or may be required under
current or future Environmental Laws for hazardous waste, as defined under current or future
Environmental Laws. If same cannot be obtained prior to the Contribution Date, Delphi will
expeditiously obtain such identification number after the Contribution Date and, to the extent
legally required, will use such number or obtain a substitute number for Delphi’s use after the
Contribution Date. Without the prior written consent of GM, Delphi will not use for any purpose
any such numbers issued before the Contribution Date to GM with respect to the Delphi Facilities.




ARTICLE 6




Dispute Resolution




     6.1. The Parties shall use good faith, best efforts and sound and accepted engineering
judgment in making all determinations under this Agreement. In the event of a dispute or
disagreement under this Agreement, the Parties shall consult in good faith with each other and
shall use best efforts to resolve the matter. It is the express intent of the Parties that any such
disputes or disagreements shall be resolved through negotiation between the Parties or, if mutually
agreeable as to a specific matter in each Party’s discretion, a form of alternative dispute
resolution, including binding or non-binding arbitration. It is further understood and agreed,
however, that alternative dispute resolution and litigation under this Agreement shall be viewed as
a last resort and that the results of any non-litigation dispute resolution procedure under this
Article 6 shall not be admissible for any purposes in any litigation in which the Parties are
involved and relating to this Agreement unless the Parties otherwise agree as part of such
resolution or are utilized to enforce the terms thereof. Either Party shall have the right, after
making a reasonable and good faith effort to resolve such dispute through other means, to seek
judicial relief in connection with any dispute arising under this Agreement, and in the event that
either Party resorts to litigation in order to resolve a dispute (including any breach of this
Agreement) under this Agreement, the Party prevailing in connection with such dispute shall be
entitled to recover its reasonable and actual attorneys’ fees and costs incurred in connection with
such litigation. In the event that the matter in litigation relates to a dispute involving a
Party’s failure to comply with its defense and indemnification obligations under this Agreement and
the Party in favor of whom such obligations run has, as a result of the successful assertion of an
Environmental Claim, spent money to resolve or otherwise dispose of any resulting



10









 




Environmental Damages, the Indemnifying Party shall pay the Indemnitee’s interest at the “prime
rate” then in effect from the date due until fully paid, on and to the extent of any expenditures
by the other Party in respect of such Environmental Damages. Except with respect to matters
covered by Section 2.4 (Duty to Comply with Environmental Laws), the procedures under this
Article 6 shall apply to all disputes arising under this
Agreement.




ARTICLE 7




Transfer Obligations and Non-Assignability




     7.1. Duties Upon Transfer. Each Party, in connection with the execution and
delivery of any lease, sublease, assignment, agreement of sale or other transfer, assignment
or
conveyance agreement relating to the Delphi Facilities, Delphi Assets or GM Retained
Facilities
(“Conveyance Document”) in which any interest in or portion of any Delphi Facility, Delphi
Asset or GM Retained Facility, respectively, is conveyed, sold, contributed, assigned,
transferred, leased or subleased, shall use its reasonable best efforts to provide in such
Conveyance Document that the non-transferring Party shall have no liability or responsibility
for, and shall be fully released and exculpated from, all Environmental Costs and Liabilities
and
Environmental Claims with respect to the specific Delphi Facility, Delphi Asset or GM Retained
Facility subject to such Conveyance Document, and to impose the obligations under this Section
7.1 on any subsequent user, occupant or transferee.



     7.2. Non-Assignability. The Parties’ respective rights, obligations, duties and
liabilities under this Agreement, including, but not limited to, the indemnification
provisions of
Article 3, are personal to each of them and may not be assigned to, or assumed by, any
successor,
assignee, or any other person without the prior written consent of the other Party, which
consent
may be granted or withheld in the sole discretion of such other Party; provided, however, that
either Party may assign their respective rights under this Agreement to a Corporate Successor
without the consent of the other Party, but only if such Corporate Successor also agrees to
assume such Party’s duties, obligations and liabilities under
this Agreement. No such
assignment
or assumption shall relieve either Party of its obligations under this Agreement unless so
agreed
in writing by the other Party.



ARTICLE 8




Mutual Releases and Covenants Not to Sue




     8.1. Release. Except as otherwise expressly set forth in Articles 3 and 6 of this
Agreement, each Party hereby fully and forever releases and discharges the other Party and its
officers, directors, employees, shareholders, direct and indirect wholly-owned subsidiaries,
representatives and agents from all manner of action and causes of action, suits, proceedings,
arbitrations, choses in action, contracts, covenants, claims, bonds, bills, debts, dues, sums of
money, damages, demands and rights whatsoever, in law or in equity, now existing or which may
hereafter accrue by reason of any known or unknown facts existing either before or after the
Contribution Date and which relate to matters under Environmental Laws, whether or not specifically
addressed in this Agreement, including, but not limited to, the environmental



11









 




condition and compliance status of the Delphi Facilities, the Delphi Assets, the GM Retained
Facilities, the Identified Waste Disposal Sites, and the Newly Identified Waste Disposal Sites,
and all Environmental Damages, Environmental Costs and Liabilities, and Environmental Claims
relating thereto.




     8.2. Covenant Not to Sue. Except as otherwise expressly set forth in Articles 3 and 6
of this Agreement, each Party hereby covenants that it shall not commence any action, arbitration,
proceeding or suit, or participate or assist in any manner in the commencement or prosecution of
any action, arbitration, proceeding or suit, in law or in equity, in any judicial, administrative,
or other forum, based upon or arising out of any matter subject to a release by such Party under
Section 8.1 of this Agreement.



ARTICLE 9




Miscellaneous




     9.1. Environmental Records.



     (a) As of the Contribution Date, GM shall transfer to Delphi either the originals or
true and complete copies of all Environmental Records.



     (b) Subject to Section 9.1(c), for a period of seven (7) years from and after the date
hereof, each Party covenants and agrees to keep and maintain at reasonably accessible
locations
all of the Environmental Records in its possession or control as of the date hereof or
otherwise
coming into the possession or control of such Party after the date hereof. Following
reasonable
advance written notice, each Party shall make available for review and photocopying by the
other Party each and all of its Environmental Records.



     (c) With respect to matters in dispute between the Parties or subject to an
Environmental Claim at the end of the seven (7) year record retention period, such retention
period shall be extended and shall continue with respect to all Environmental Records that may
be relevant to the matter until the matter is finally and fully resolved.



     9.2. Environmental/Real Property Transfer Laws.



     (a) The Parties shall reasonably cooperate in good faith with respect to compliance with any
applicable Environmental Laws or other laws that require disclosures or other notifications
regarding environmental matters to be made by or to either Party or any unit of government in
connection with the transactions contemplated by the Master Separation Agreement (collectively,
“Environmental Transfer Laws”). To the extent that any obligation exists under any Environmental
Transfer Laws to report any information or make any report or notice, such obligation shall be
jointly undertaken by the Parties. Each Party hereby waives any requirements under any such
Environmental Transfer Law that disclosures or other reports or notifications be made before the
Contribution Date and agree that such disclosures and other notifications may be made on the
Contribution Date.



12









 





     (b) The Parties shall each use their reasonable best efforts to avoid the imposition of or
accelerating any Environmental Costs and Liabilities or Environmental Claims under any applicable
Environmental Transfer Law as a result of the transactions contemplated by the Master Separation
Agreement. Such avoidance strategies could include GM leasing assets to Delphi. Subject to the
preceding sentence, neither Party shall be liable or responsible for any Environmental Costs and
Liabilities or Environmental Claims regarding the other Party’s facilities under any Environmental
Transfer Law resulting from the transactions contemplated by the Master Separation Agreement, and
each Party shall indemnify and defend the other with respect thereto in accordance with the terms
of Article 3.



     9.3. Wastewaters, Stormwater and other Services Agreements. The Parties may enter into
a Wastewaters and Stormwater Services Agreement, or other agreements, under which one Party shall
provide certain services for the other Party.



     9.4. Leases and Sub-leases Regarding Certain Facilities. The Parties have entered or
will enter into leases and sub-leases with respect to certain facilities. The terms and
conditions
with respect to environmental matters at such facilities shall be governed by the respective
leases
and sub-leases for those facilities.



     9.5. Entire Agreement. Except for the Master Separation Agreement, the service
agreements and the leases and sub-leases referenced in this Agreement, this Agreement
constitutes the entire agreement of the Parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings with respect to the subject matter hereof.
In
the event of a conflict between this Agreement and the Master Separation Agreement, the terms
of this Agreement shall supersede those of the Master Separation Agreement. This Agreement is
not intended to confer upon any other person any benefit, right or remedy.



     9.6. No Arrangement for Disposal. The Parties each acknowledge that the transactions
contemplated by this Agreement constitute a transfer of assets in the ordinary course of
business
and are not intended in any way, nor will they be deemed to be, an
arrangement for treatment, storage or disposal of any of the Delphi Facilities or Delphi Assets or any substances or
materials
contained therein. Delphi agrees that GM will not have any liability under any Environmental
Law by virtue of such transfer alone and Delphi will not assert any claim or cause of action
against GM based solely thereon.



     9.7. Further Assurances. The Parties hereto, at any time before or after the
Contribution Date, shall, at their own expense, execute, acknowledge and deliver any further
assurances, documents and instruments reasonably requested by one another and shall take any
other action consistent with the terms of this Agreement that may reasonably be requested by
one
another for the purpose of consummating the transactions contemplated by or fulfilling the
intent
of this Agreement.



     9.8. Governing Law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware regardless of the laws that otherwise
govern
under applicable principles of conflicts of laws.



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     9.9. Descriptive Headings. The descriptive headings herein are inserted for convenience
of reference only and are not intended to be a part of or to affect the meaning or interpretation of
this Agreement.



     9.10. Notices. All notices and other communications hereunder shall be in writing and
shall be
deemed to have been duly given when delivered in person, by express or overnight mail or
messenger delivered by a nationally recognized air courier (delivery charges prepaid), or by
registered or certified mail (postage prepaid, return receipt requested), to a Party as follows:



     If to GM: Michelle T. Fisher, Esq.



     If to Delphi: Mark A. Hester, Esq.



     9.11. Amendment. No change or amendment shall be made to this Agreement except
by an instrument in writing signed on behalf of each Party hereto.



     9.12. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the same
instrument.



     9.13. Severability. If any provision of this Agreement is invalid, illegal or
incapable of
being enforced by any rule of law or public policy, all other conditions and provisions of
this
Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the subject matter hereof is not affected in any manner materially adverse to any
Party. Upon such determination that any term or other provision is invalid, illegal or
incapable
of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the Parties as closely as possible in an acceptable manner so
the
intent hereof is fulfilled to the fullest extent possible.



     9.14.
Failure or Induilgence Not Waived. Subject to the express provisions of this
Agreement, no failure or delay on the part of any Party hereto in the exercise of any right
hereunder shall impair such right or be construed to be a waiver of, or acquicscence in, any
breach of this Agreement, nor shall any single or partial exercise of any such right preclude
other
or further exercise thereof or of any other right.



     9.15. Confidentiality. The terms of this Agreement shall remain confidential and each
Party shall not disclose the same without the prior written consent of the other Party except:
(a)
to such Party’s directors, officers, partners, employees, legal counsel, accountants,
engineers,



14









 




contractors, financial advisors and similar professionals and consultants to the extent such Party
deems it necessary or appropriate and such Party shall inform each of the foregoing persons of
such Party’s obligations under this paragraph and shall secure the agreement of such persons to be
bound by the terms hereof; (b) pursuant to contractual obligations existing as of the date hereof;
or (c) as otherwise required by law or regulation.




     9.16. No rights are created in any third party by this Agreement.



     9.17. Each Party will cause its direct and indirect wholly-owned subsidiaries to take such
actions as may be reasonably necessary to assist such Party to perform its obligations under
this
Agreement.



     IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its
authorized officers.



	 	 	 	 	 
	 	GENERAL MOTORS CORPORATION

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Name:  	[ILLEGIBLE] 	 
	 	 	Title:  	[ILLEGIBLE] 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS CORPORATION

 	 
	 	By:  	/s/ James A. Bertrand
 	 
	 	 	Name:  	James A. Bertrand	 
	 	 	Title:  	Vice President-Operations	 
	 



	 	 	 	 	 
	EXECUTION RECOMMENDED	 	 
	WORLDWIDE REAL ESTATE	 	 
	 
	 	 	 	 
	BY

	 	/s/ C. P. Schwartz
 

	 	 







15












 





Master Restructuring Agreement



Exhibit 5.01(a)(iv) 

Amended and Restated Agreement for the Allocation of United States Federal, State and

Local Income Taxes, dated as of December 16, 1998, between Delphi Automotive Systems

Corporation (n/k/a Delphi) and GM



 









 








Exhibit L-3




AMENDED AND RESTATED AGREEMENT FOR THE ALLOCATION OF





UNITED STATES FEDERAL, STATE AND LOCAL INCOME TAXES



This Agreement is by and between General Motors Corporation, a Delaware corporation (“GM”), and
Delphi Automotive Systems Corporation, a Delaware corporation (“Delphi”).




RECITALS




     1. GM is the common parent of the GM Group, which includes Delphi.



     2. On
June 19, 1998, GM formed Delphi Automotive Systems (Holding), Inc. (“DASHI”), as a
Delaware corporation wholly owned by GM. On or about January 1, 1999, GM will contribute to DASHI
GM’s ownership interest in all of the foreign branches, subsidiaries, joint ventures and other
foreign assets related to the business of Delphi.



     3. On
September 9, 1998, GM formed Delphi Technologies, Inc., a Delaware corporation
(“Delphi Technologies”), and will, on or about
January 1, 1999, contribute to it certain
intellectual property (e.g., patents, trademarks and trade names) related to the Delphi
business. Delphi Technologies will then be contributed to Delco Electronics Corporation, a
Delaware corporation. Delphi Technologies will grant a license to other Delphi entities for use
of the intellectual property in exchange for an appropriate royalty.



     4. On
September 16, 1998 GM formed Delphi Automotive Systems LLC (“DAS”)
as a single-member Delaware limited liability company. Pursuant to Treas.
Reg. § 301.7701-1(a)(4), following its formation DAS will be treated as a division of GM
for Federal Income Tax purposes. On or about January 1, 1999, GM will contribute to
DAS all of Delphi’s U.S. assets, including the stock of Delco.



     5. On
September 16, 1998 GM formed Delphi and will, on or about
January 1, 1999, contribute to it all of GM’s ownership interest in DASHI and DAS.



     6. Pursuant to Treas. Reg. § 301.7701-1(a)(4), following the contribution of DAS to Delphi,
DAS will be treated as a division of Delphi for Federal Income Tax purposes.



     7. It is anticipated that during the second quarter of 1999 GM will distribute all of its
Delphi capital stock to holders of GM’s $1-2/3 Par Value Common Stock.



     8. The effective date of this Agreement is intended to be the day following the Spin-Off
Date.



1









 





     9. Except as otherwise provided, GM and Delphi agree and acknowledge that the
Spin-Off has no effect on the relationship between them for any Consolidated Tax
Period, and GM and Delphi intend to amend and restate the Agreement for the
Allocation of United States Federal, State and Local Income Taxes (the “First
Agreement”) to provide for, among other things, (i) the allocation between GM and
Delphi of Carryforward Tax Attributes available to be carried forward to Separate Return
Tax Periods, (ii) the rights, duties and responsibilities of the parties in connection with
audits, protests, appeals, litigation and other proceedings with respect to the
Consolidated Tax Periods, (iii) the treatment of any carryback item from a Separate
Return Tax Period to a Consolidated Tax Period, and (iv) the relationship of the parties
as it relates to income tax matters from the effective date of this Agreement until the
date of the Final Determination of the last of the income tax liabilities to be so finally
determined.



     10. This Agreement supersedes and replaces the First Agreement.



     11. This Agreement has been entered into by the parties based on the assumption that the GM
Tax Staff will, pursuant to the Tax Compliance and Planning Services Agreement, be providing
Delphi with tax compliance services related to Income Tax reporting with respect to taxable years
ending on or before December 31, 1999.



AGREEMENT




Article I. Definitions



“Accountants” means an internationally recognized firm of Certified Public Accountants mutually
agreed to by the parties.



“Business Day” means any day other than a Saturday, a Sunday, or a day on which banking
institutions located in the State of Michigan are authorized or obligated by law or executive
order to close.



“Carryforward Tax Attribute” means a deductible or creditable consolidated Federal tax attribute,
including, but not limited to, (i) a consolidated net operating loss, a consolidated net capital
loss, a consolidated unused investment credit, a consolidated unused foreign tax credit, or a
consolidated excess charitable contribution (see
§1.1502-79 of the Regulations), and (ii) the
consolidated minimum tax credit, or other consolidated general business credits, that can be
carried forward from one tax period to subsequent tax periods.



“Code” means the Internal Revenue Code of 1986, as amended.




2









 







“Consolidated Tax Period” means any tax period (except a Prior Tax Year) of the GM Group
ending before, with, or which includes the Spin-Off Date during which any member of the Delphi
Group was a member of the GM Group.



“Contribution Date” means that date that GM completes the formation of Delphi by contributing to
it all of GM’s ownership interest in DASHI and DAS, anticipated to be January 1, 1999.



“Delco” means Delco Electronics Corporation, a Delaware corporation.



“Delco Closing Date Balance Sheet” is defined in the Hughes Transactions Agreement.



“Delco
Group” means Delco and all corporations which from time to time would join with Delco in
filing a consolidated Federal Income Tax Return with Delco as the common parent of that group if
Delco were not a member of the GM Group.



“Delphi” means Delphi Automotive Systems Corporation, a Delaware corporation.



“Delphi Group” means Delphi and all corporations which from time to time would join with Delphi in
filing a consolidated Federal Income Tax Return with Delphi as the common parent of that group if
Delphi were not a member of the GM Group.



“Delphi Group Tax Liability” means the Delphi Group consolidated Federal income tax liability,
determined as of the end of the applicable tax period in accordance with Section 1.1502-1, et
seq. of the Regulations as if (i) the highest rate of tax specified in subsection (b) of
Section 11 of the Code were the only rate set forth in that subsection, and (ii) the Delphi Group
were a separate affiliated group of corporations filing a consolidated Federal income tax return,
including any elections which have been made by Delphi pursuant to the Code or the Regulations.



“Election” means the treatment of an item or items in an Income Tax Return, including (i)
affirmative elections such as inventory methods, depreciation methods, the use of a foreign sales
corporation, or tax year-end, (ii) accounting method elections, including timing of the
recognition of items of income or deduction on the taxpayer’s Income Tax Return, and (iii) Income
Tax Return filing positions with respect to certain characterization issues, including whether a
particular item is deductible, whether a particular gain or loss is ordinary or capital, or
whether an item is business or non-business income.



“Final Determination” means (i) an adjustment mutually agreed by either GM or Delphi, as
appropriate, and the tax authority, (ii) the definition of “determination” set forth in Section
1313(a) of the Code, or (iii) the expiration of the applicable statute of limitations.



“GM” means General Motors Corporation, a Delaware corporation.




3









 







“GM Group” means GM and all corporations which from time to time join with GM in filing a
consolidated Federal Income Tax Return with GM as the common parent of that group.



“GM Group Tax Liability” means the consolidated Federal income tax liability of the GM Group,
determined as of the end of the applicable tax period, in accordance with Section 1.1502-1, et
seq. of the Regulations.



“Hughes
Transactions Agreement” means that certain agreement dated as of December 17, 1997 by and
between GM and Hughes Electronics Corporation, a Delaware corporation, formerly known as Hughes
Network Systems, Inc. (“Hughes”).



“Income Tax” means any United States Federal, state or local (but not foreign) tax, charge, fee,
levy or other assessment which is determined with reference to (i) net income or profits
(including, but not limited to, the Michigan Single Business Tax and capital gains, gross
receipts, value added or minimum tax, but not including sales or use tax), or (ii) multiple bases,
including but not limited to, corporate franchise, gross receipts, net worth, privilege, doing
business or occupation taxes, if one of the bases is listed in clause (i).



“Income Tax Return” means any return, report, filing, statement, declaration or other document
required to be filed with a taxing authority in respect of Income Taxes.



“Master Separation Agreement” means that certain Master Separation Agreement entered into by and
among GM, Delphi, and certain members of the Delphi Group in
December 1998.



“Prior Tax Year” means 1998 and all previous tax periods.



“Proceeding” means any audit or other examination, protest, appeals or other administrative or
judicial proceeding relating to liability for or refunds or adjustments with respect to Income
Taxes for any tax period.



“Regulations” means the regulations promulgated under the Code, in effect from time to time.



“Separate Return Tax Period” means any tax period of Delphi or any member of the Delphi Group not
included in a Consolidated Tax Period, or any tax period of the GM Group subsequent to the final
Consolidated Tax Period.



“Spin-Off”
 means the distribution by GM of the Delphi common stock to GM’s common stockholders in a
tax-free transaction under Section 355 of the Code, and related transactions.




4









 







“Spin-Off Date” means the last date that Delphi is included in the GM Group’s consolidated
Federal Income Tax Return.



“Tax Change” means for any tax period the difference between (i) the relevant income tax liability
calculated taking into account any Timing Difference, and (ii) the relevant income tax liability
calculated as if such Timing Difference had not occurred, but taking all other facts into account.
The amount of any Tax Change will be determined by multiplying the relevant adjustment to taxable
income for the relevant tax period by the highest rate of tax specified in Section 11(b) of the
Code.



“Timing Difference” means an adjustment to the taxable income or credits of the GM Group which
results in (i) an increase or decrease in the income, gain, recapture, deduction, loss or credit
of either the GM Group or the Delphi Group for a particular tax year, and (ii) an offsetting
increase or decrease in deduction, loss, credit, income, gain or recapture of the other party for
other tax years. Timing Difference also means an adjustment to the taxable income of the Delphi
Group and an offsetting adjustment to the taxable income of the GM Group for the same tax year.




Article II. General Provisions: Effective Date and Other Agreements




     2.1. Effective Period. This Agreement shall be effective on the day following the
Spin-Off Date; provided, however, that if this Agreement has not become effective on or
prior to January 1, 2000, it shall not become effective thereafter in the absence of the written
consent of both parties to extend the effective date. This Agreement will remain in full force and
effect until the Final Determination of the GM Group Tax Liability has been made for all tax
periods in which Delphi or any member of the Delphi Group is included in the GM Group.



     2.2. Recitals Incorporated. The above recitals are hereby incorporated into this
Agreement by reference.



     2.3. Application of the Code. Unless otherwise indicated, the words and concepts used
in this Agreement shall be given the same definitions and meanings ascribed to them by the Code
and the Regulations, unless that meaning is clearly inconsistent with this Agreement. Any
alteration, modification, addition, deletion, or other change in the applicable provisions of the
Code or the Regulations will automatically be applicable to this Agreement. Unless otherwise
indicated, all references herein to a particular Section of the Code or the Regulations will
include any successor provision designated by a different or additional Section reference.



     2.4.
Hughes Transactions Agreement. In connection with the post-closing
payment made by Hughes to GM pursuant to Section 1 of the Hughes Transactions
Agreement dated December 17, 1997, GM, Hughes Electronics Corporation, and Delco
entered into an agreement dated June 26, 1998 that provides for indemnification by
Hughes with respect to certain issues. The parties hereby acknowledge that any



5









 




indemnity payment that may be due from Hughes pursuant to the June 26,1998 agreement
relates to the payment made by Hughes to GM pursuant to the Hughes Transactions Agreement and
would be payable to GM.




     2.5.
State and Local Income Taxes. If any state or local Income Tax is determined by
combining or consolidating all or part of the income, losses, properties, payrolls, sales or other
attributes of any member of the GM Group with those of any member of the Delphi Group, the parties
will apply all of the provisions of this Agreement and the relevant provisions of state and local
laws to such state and local Income Taxes, including estimated and final tax payments, Elections,
Proceedings, and Final Determinations.



Article III. Tax Payments: Consolidated Returns




     3.1. Agreement to File. As long as Delphi is a member of the GM Group, GM and Delphi
(and all members of the Delphi Group) hereby agree to file consolidated Federal Income Tax Returns
in the United States, and will execute such documents and take such actions as are necessary or
appropriate in connection with filing those returns.



     3.2. Elections.



     For 1998 and each Consolidated Tax Period:




     (a) General.



               (i) Consolidated
 Elections. GM will make all Elections that the Code or the
Regulations require to be made by the parent corporation of a consolidated group, or Elections
that must be followed by all members of the GM Group.



               (ii) General Delphi Elections. Except for Elections described in (i) above and
subject to Section 3.2(b) below, all Elections that are available to Delphi under the Code and the
Regulations relating to the filing of consolidated Federal Income Tax Returns, including Elections
with respect to a Delphi taxable period beginning before the Contribution Date, will be determined
by Delphi in its sole discretion and made by GM on behalf of Delphi. All Elections made on
Delphi’s behalf by GM are deemed to have been made by Delphi.



          (b) GM Consent. Delphi shall not make any Election that might have an adverse impact
on GM (whether because the Election is not consistent with Elections made by GM or otherwise)
without the prior written consent of GM. Whether an Election might have an adverse impact on GM
will be determined by GM acting reasonably.




          (c) Delphi Specific Elections. GM may, in connection with providing the Income Tax
reporting compliance services to Delphi referred to in Recital 11, provide




6









 







Delphi with a written description of certain specific Elections for which GM may require
that Delphi make an affirmative determination of the Delphi Election. The written description will
include all of the facts known to GM that are reasonably necessary for Delphi to make the
determination, and the date by which the determination must be made in order to permit GM
sufficient time to prepare the Income Tax Returns. Delphi will provide GM with its written
determination of Election by the specified date. If Delphi fails to provide GM with its written
determination of Election by the specified date, Delphi shall be deemed to have determined the
Election made on its behalf by GM.




          (d) Delphi Pension Plan Contribution Deduction. Notwithstanding anything in this
Section 3.2 to the contrary, if permitted to do so by the Code and Regulations, Delphi may make an
Election to treat an amount of its pension plan contribution (including any contribution that
Delphi makes to GM’s pension plan in respect of Delphi employees) as deductible in its
Consolidated Tax Period that includes the Contribution Date, and subsequent Consolidated Tax
Periods (including the Consolidated Tax Period that includes the Spin-Off Date) but such deduction
shall not exceed an amount that reduces the Delphi Group domestic source taxable income for the
applicable Consolidated Tax Period below zero.




3.3 Preparation of Income Tax Returns.




          (a) Consolidated or Combined Income Tax Returns. This Section 3.3(a) applies with
respect to the preparation and filing of the GM Group’s consolidated Federal Income Tax Returns
and its consolidated or combined state or local Income Tax Returns for the Consolidated Tax Period
that includes the Contribution Date, and subsequent Consolidated Tax Periods (including the
Consolidated Tax Period that includes the Spin-Off Date).




               (i) Delphi Consolidated Returns. For each Consolidated Tax Period, Delphi shall
provide GM with a draft Federal Income Tax Return and draft state and local Income Tax Returns for
each jurisdiction in which Delphi is included in a consolidated or combined state or local Income
Tax Return with any member of the GM Group, on or before a date established by GM (which shall be
consistent with the dates established for other members of the GM Group). Each draft Income Tax
Return provided to GM shall be signed by an officer of Delphi in the space provided for the
taxpayer’s signature on the appropriate Income Tax Return form. Items of income, gain, deduction,
loss and credit to be included in the draft Income Tax Returns for the Consolidated Tax Period
that includes the Spin-Off Date shall be determined by the method described in Section 3.3(a)(ii).



               (ii) Delphi Final Consolidated Tax Period. Notwithstanding anything in this Agreement
to the contrary, the Delphi Group Tax Liability for the Consolidated Tax Period that Delphi ceases
to be a member of the GM Group shall be determined pursuant to Reg. § 1.1502-76 by including only
that portion of the taxable year ending on the Spin-Off Date, based on a closing of the books for
income tax purposes and,



7









 




immediately before the Spin-Off, items of income, gain, loss, deduction, and credit will be
taken into account (to the extent not previously taken into account in the computation of the
Delphi Group Tax Liability) as required by the applicable intercompany transaction Regulations.




          (b) Delphi Separate Returns.




               (i) Separate State and Local Returns. Delphi shall prepare and file Income Tax
Returns, and pay its separate Income Tax Liabilities or estimated separate Income Tax liabilities
for any tax jurisdiction in which Delphi (or any member of the Delphi Group) is required to file
(or does file) a separate state or local Income Tax Return directly with the taxing authority and
not as a part of a GM return for a period that includes a Consolidated Tax Period.



               (ii) Separate Return Tax Periods. GM and Delphi shall each prepare and file Income
Tax Returns, and pay their own Income Tax liabilities directly with the taxing authorities for all
Separate Return Tax Periods.



               (iii) Separate Tax Return Adjustments. If there are any adjustments to the Delphi
Group Income Tax liabilities for Separate Return Tax Periods or for separate state or local Income
Tax Returns for a Consolidated Tax Period, Delphi will control the conduct of Proceedings related
thereto, and will pay the Income Tax liability, if any, directly to the relevant taxing authority.



     3.4
Payment of Tax to Internal Revenue Service. For each Consolidated Tax
Period GM will pay to the Internal Revenue Service, or to any other payee that may be
required by the Code, the GM Group Tax Liability as shown on the consolidated
Federal Income Tax Return filed with the Internal Revenue Service.



     3.5 Tax Payments.



     For Each Consolidated Tax Period:



          (a) Calculation. Not less that ten (10) Business Days prior to the date on which GM
is required to make payments of estimated tax (as defined in Section 6655 of the Code) on behalf
of the GM Group, for any quarter in which the Delphi Group is includable in the GM Group
consolidated Federal Income Tax Return, Delphi shall submit to GM a calculation of the separate
Delphi Group estimated tax, determined on the basis of the estimated Delphi Group Tax Liability.




          (b) Estimated Payment. On or before the due date of GM’s payment of estimated tax,
Delphi will pay to GM the amount, if any, shown in the calculation of Delphi Group estimated tax.
If, at the due date of any payment of estimated tax, or after the close of the tax year, Delphi’s
calculations show that its previous payments to GM are in excess of the Delphi Group Tax Liability
for estimated tax due on a




8









 







cumulative basis, GM shall promptly refund such excess to Delphi. No refund shall be
required prior to the filing of the Income Tax Return related to such taxes unless GM can obtain
cash benefit of such Delphi excess payment whether by refund from the taxing authorities or by
reduction of other taxes for which GM is liable.




          (c) Underpayment Penalty. If an additional tax would have been imposed on the Delphi
Group under Section 6655 because of an underpayment of estimated tax had that Group paid the
calculated Delphi Group estimated tax and incurred the Delphi Group Tax Liability, Delphi will pay
to GM the amount of the additional tax on the date the additional tax would have been due, but not
in excess of the amount that the GM Group Tax Liability is increased under Section 6655 of the
Code.




          (d) Federal Income Tax Return Payment. On or before September 30 of the year
following each tax year to which this Agreement applies, Delphi will pay to GM or GM will pay to
Delphi, as appropriate, the difference between the Delphi Group Federal Income Tax liability for
that tax year and the estimated tax payments paid by Delphi for that tax year.




          (e) State or Local Income Tax Return Payment. On or before January 15 of the second
year following each tax year to which this Agreement applies, Delphi will pay to GM or GM will pay
to Delphi, as appropriate, the difference between the aggregate Delphi Group state and local
Income Tax liability for such tax year and the estimated tax payments paid by Delphi for that tax
year. This Section 3.5(e) does not apply to Delphi Income Tax Returns described in Section 3.3(b).




     3.6 Method of Payment.



          (a) General. Unless otherwise mutually agreed, all payments required by this
Agreement will be made by wire transfer of same day funds to the appropriate bank account as may
from time to time be designated for that purpose, and notice of the transfer will be given to the
payee of the payment in accordance with Section 8.5 of this Agreement.




          (b) Setoff. Notwithstanding anything to the contrary in any agreement between Delphi
and GM, but subject to the following sentence, each party has the right to collect payments under
this Agreement that are more than sixty (60) calendar days past due by setoff against payments due
to the other party under this Agreement or any other agreement between them, unless such other
agreement is in respect of any form of taxes, in which case no right of setoff shall apply.
Notwithstanding the preceding sentence, in the event and to the extent that any payment to be made
under this Agreement is in dispute between the parties and the disputed matter is subject to the
dispute resolution procedure set forth in Section 7.2 of this Agreement, the setoff provision of
this Section 3.6(b) shall not apply to the extent of the disputed amount. No amounts due under
this Agreement may be used to satisfy claims by either party under any other agreement between
them.




9









 








     3.7 Interest. If any payment required by this Agreement is not timely paid,
interest shall accrue during any calendar quarter on the unpaid amount at a rate per annum equal to
the highest Prime Lending Rate published on the first Business Day of such calendar quarter by the
Wall Street Journal, but in no event to exceed the maximum rate of interest allowed by applicable
law. For this purpose, a payment will be timely paid only if actually received by the payee on or
before the due date of the payment.



Article IV. Recomputations and Adjustments




     4.1. Adjustments of GM Group Tax Liability.



          (a) Adjusting Payments Generally. For Prior Tax Years and any Consolidated Tax
Period, if any item of income, gain, loss, deduction, or credit of the GM Group is adjusted as
part of a Final Determination, GM will pay Delphi or Delphi will pay GM an amount, including
interest and penalties imposed on the GM Group, (A) as may be necessary to adjust the payments
between Delphi and GM to reflect payments that would have been made under Section 3.5 of this
Agreement had the Final Determination of the adjustment been taken into account in determining the
amount of those payments, or (B) as described in other Sections of this Agreement. However, any
payment otherwise required by (A) or (B) will be required to be made only if the payment results
from an adjustment that:




               (i) constitutes a Timing Difference, as described in Section 4.2,



               (ii) relates to Delphi Technologies, Inc.,



               (iii) results from the failure of GM or Delphi to retain records as required by Section 6.2,



               (iv) results from the failure of GM or Delphi to cooperate in tax administration matters as
required by Section 6.3,



               (v) relates to other recomputations described in Section 4.3 below,



               (vi) relates to Delco for Prior Tax Years, as described in Section 4.4 below,



               (vii) relates to Elections determined by Delphi, but not consented to by GM in writing
pursuant to Section 3.2(b),



               (viii) relates to Elections determined by Delphi pursuant to Section
3.2(c), or



               (ix) relates to foreign tax refunds, as described in Section 4.5.



10









 





          (b) Time of Payment. A payment required under this Section 4.1 will be due ten
(10) calendar days following the date that one party gives notice to the other party that a payment
is due.




          (c) Required Notice. Notice will include a copy of the notice of deficiency or other
written communication from an authority describing the Final Determination and, if necessary,
detailed calculations supporting the amount due.




     4.2. Timing Differences. If any item of income, gain, recapture, loss, deduction, or
credit of the GM Group is adjusted as part of a Final Determination for any tax year (whether or
not this Agreement applies to that tax year), and the adjustment results in a Timing Difference,
GM or Delphi, as appropriate, will pay to the party incurring the tax detriment an amount equal to
the Tax Change. The party obtaining the Tax Change benefit will pay to the party incurring the Tax
Change detriment the amount of the benefit, without interest, on the earlier of (i) the due date
of the Income Tax Return on which the benefit is claimed (unless that return was filed before the
Timing Difference arose), (ii) the date that a refund of the tax
benefit is received, or (iii) the
date that a taxing authority applies the tax benefit to an amount owed by the party receiving the
tax benefit. The party incurring the Tax Change detriment shall have the right to review the tax
benefit utilization by the other party. GM and Delphi may negotiate a single payment to be made in
lieu of the payments contemplated in this Section 4.2. The parties may consider, among other
factors, the time value of the future tax benefits, anticipated future tax rates, and the
likelihood that the tax benefits will be utilized.



     4.3. Other Recomputations. If there is any change of or adjustment to any item
relating to the computation of payment under this Agreement that is not otherwise provided for
(such as correction of a previous erroneous calculation), GM and Delphi will make payments to each
other as may be appropriate to reflect the intent of this Agreement, as described in Section 7.1.
No payment shall be required with respect to a Prior Tax Year pursuant to this Section 4.3.



     4.4. Delco Prior Tax Year Adjustments. If any item of Delco’s income, gain, loss,
deduction, or credit is adjusted as part of a Final Determination made with respect to any Prior
Tax Year and the adjustment increases the Delco Income Tax liability, Delphi will pay GM an amount
equal to such increase, reduced by the amount of any indemnification payment due to GM from Hughes
described in Section 2.4(a) of this Agreement. If the Delco adjustment decreases the Delco Income
Tax liability (net of any such indemnification payment), GM will pay Delphi the amount of the
decrease.



     4.5. Foreign Tax Refunds. If Delphi receives, after the Spin-Off Date, a refund of
foreign taxes related to a tax year ending on or before the Spin-Off Date and the IRS requires an
adjustment pursuant to Regulation §1.905-3T to the GM Group’s foreign tax credit for a
Consolidated Tax Period or a Prior Tax Year, Delphi will pay GM an amount equal to the adjustment
to the GM Group’s foreign tax credit generated through the last



11









 




Consolidated Tax Period. If any portion of the foreign tax credit repaid by Delphi to
GM would have expired unused, GM will pay an amount equal to such portion to Delphi, together with
interest on such portion from the date Delphi paid GM to the date GM pays Delphi, computed at the
Federal short-term rate described in Section 6621(b) of the Code, plus two percentage points.
Delphi shall have the right to review such foreign tax utilization.




     4.6. Character of Adjusting Payments. If any payment required by this Article IV is
taxable to the recipient, the amount of the payment shall be adjusted to place the recipient in
the same after-tax position it would have enjoyed if the payment were not taxable to the
recipient.



Article V. Carryforward Tax Attributes.




     5.1.
Delco Carryforward Tax Attributes. The Carryforward Tax Attributes
available
to the Delphi Group for the tax period that includes the Contribution Date will be
determined by apportioning the Carryforward Tax Attributes of the GM Group among
the GM Group and the Delco Group, as described below:



          (a) Federal Tax Attributes. If the final or temporary Regulations would require an
allocation of a portion of the GM Group’s Carryforward Tax Attributes to the Delco Group had the
Delco Group left the GM Group as of the Contribution Date, then, GM will allocate to the Delco
Group only that portion, if any, of the particular Carryforward Tax Attribute items that would
have been expressly required to be allocated to the Delco Group if the Delco Group left the GM
Group as of the Contribution Date. The Delphi Group may take only these Carryforward Tax
Attributes into account in determining the Delphi Group Tax Liability for the Consolidated Tax
Period that includes the Contribution Date. The determination of the amount of unused foreign tax
credit allocable to the Delco Group shall be determined separately with respect to each of the
items of income listed in Section 904(d) of the Code.




     5.2.
Separate Return Tax Period Carryforward Tax Attributes. The Carryforward
Tax Attributes available to the Delphi Group for Separate Return Tax Periods will be
determined by allocating the Carryforward Tax Attributes of the GM Group available to
carry forward to tax periods beginning after the end of the final Consolidated Tax Period
among the GM Group and the Delphi Group, as described below:



          (a) Federal Tax Attributes. Unless the final or temporary Regulations expressly
require an allocation of particular items of the GM Group’s Carryforward Tax Attributes from the
final Consolidated Tax Period to the Delphi Group’s Separate Return Tax Periods, no Carryforward
Tax Attributes will be allocated to Delphi. GM will allocate to the Delphi Group only that
portion, if any, of particular Carryforward Tax Attribute items as the final or temporary
Regulations expressly require to be so allocated. The portion, if any, of any GM Group
consolidated unused foreign tax credit




12









 







which is allocable to Delphi shall be determined separately with respect to each of the
items of income listed in Section 904(d) of the Code.




          (b) State or Local Income Tax Attributes. No tax attributes arising from state or
local Income Tax Returns shall be allocated to Delphi or any member of the Delphi Group (including
Delco), unless under the provisions of applicable state law or state regulations such tax
attributes are expressly required to be allocated to Delphi.




          (c) R&E Credit Base Period. As provided by Section 41(f)(3) of the Code, GM will
allocate to Delphi the required portion of GM’s Code Section 41(c) base amount.




          (d) Earnings and Profits. As provided by §312(h) of the Code, earnings and profits
shall be allocated between GM and Delphi.




     5.3. Calculation of Carryforward Tax Attributes. Calculation of the portion of any
Carryforward Tax Attribute, state or local tax attributes, R&E Credit base period amount, and
earnings and profits available to Delphi or to any member of the Delphi Group shall be made by GM
in accordance with this Article V. Such calculation will be provided to Delphi as soon as
practicable but in any case estimates shall be provided to Delphi not later than a date that
permits Delphi sufficient time to prepare and to timely file its Income Tax Returns for Delphi’s
first Separate Return Tax Period, taking all extensions of time to file Income Tax Returns into
consideration. GM shall also advise Delphi of any adjustments to such calculations as a result of
a tax audit, a Final Determination, or otherwise. Delphi shall have a right to review GM’s
calculations made pursuant to this Section 5.3.



     5.4. Tax Attributes to be Claimed for Separate Return Tax Periods. Delphi shall
prepare and file all of its Income Tax Returns for all Separate Return Tax Periods taking into
account the amount of the Carryforward Tax Attributes provided to Delphi by GM pursuant to this
Article V, or such tax attributes as finally determined.



     5.5.
Carryback Items from Separate Return Tax Periods. With respect to
carrybacks by Delphi of net operating losses, net capital losses, unused tax credits and
other deductible or creditable tax attributes to a Consolidated Tax Period from a
Separate Return Tax Period which would be permitted under the Code and the
Regulations (or state law or state regulations), taking into consideration the separate
return limitation year rules, whenever permitted to do so by the Code, the Regulations,
state law or state regulations, Delphi shall elect to relinquish any carryback period
which would include any Consolidated Tax Period. In cases where Delphi cannot
relinquish the carryback period, or if the parties otherwise agree, GM shall cooperate
with Delphi in seeking tax refunds from the appropriate taxing authority, at Delphi’s
expense, and Delphi shall be entitled to such refund, including interest paid by the
taxing authority in connection with such refund; provided, however, that Delphi shall
indemnify and hold GM harmless from and against any and all collateral tax



13









 




consequences resulting from or caused by the carryback of deductible or creditable tax
attributes by Delphi from a Separate Return Tax Period to a Consolidated Tax Period, including, but
not limited to, tax attributes of GM that expire unused (including tax attributes that expire
during a tax period subsequent to the tax period during which the Delphi tax attribute carried back
was generated) and which would have been used but for Delphi’s carryback. The amount of such
indemnity shall be limited to the actual tax benefit to which the GM Group would have been entitled
in the absence of the carryback of the deductible or creditable tax attribute of Delphi. GM shall
only be entitled to indemnification under this Section 5.5 if GM has used its reasonable best
efforts to avoid the collateral tax consequence being indemnified. Delphi shall have the right to
review the collateral tax consequence being indemnified. The amount of the refund due to Delphi
from GM shall be reduced by the amount of the indemnification, if any.



In the event that (i) Delphi or a member of the Delphi Group has filed a refund claim with a
taxing authority for a Consolidated Tax Period as contemplated by this Section 5.5, (ii) the
refund claim has been allowed, and (iii) the taxing authority has applied the refund to an amount
owed by GM, then GM shall pay Delphi the amount of the refund, including the amount of interest
that would otherwise have been paid by the taxing authority to Delphi or such member of the Delphi
Group.



The refund payment shall be due to Delphi ten Business Days after the earlier of (i) the date that
GM receives the refund from the taxing authority, or (ii) the date that a taxing authority applies
the refund to an amount owed by GM.




Article VI.
Tax Matters Administration, Indemnification, Record Retention, and Cooperation




     6.1.
Audits, Protests, Appeals and Litigation.



          (a) Notification. GM will notify Delphi in writing of any pending or threatened
Proceeding in connection with any Income Tax liability for which any member of the Delphi Group
may be liable, promptly upon receipt of notice of such Proceeding by any member of the GM Group.
Delphi will notify GM in writing of any pending or threatened
Proceeding in connection with any
Income Tax Liability for which any member of the GM Group may be liable, promptly upon receipt of
notice of such Proceeding by any member of the Delphi Group. Notification must include a complete
copy of any written communication, and a complete written summary of any oral communication. The
failure of GM or Delphi to timely forward such notification shall not relieve the other party of
its obligation to pay such Income Tax, except to the extent that the failure to timely forward
notification prejudices the ability of the other party to contest the Income Tax Liability.




          (b) Representation. GM has the sole right to represent the interests of the GM Group,
including all members of the Delphi Group, in any Proceeding in connection




14









 







with any Income Tax Liability for a Consolidated Tax Period for which a member of the
GM Group may be liable. GM shall not resolve or settle such Proceeding if the resolution or
settlement would result in (i) an Income Tax liability for Delphi pursuant to Section 4.1 of this
Agreement (and provisions of this Agreement referred to therein), or (ii) a change in an
accounting method of any member of the Delphi Group, without the concurrence of Delphi, which
shall not be unreasonably withheld.




     6.2. Record Retention. GM and Delphi agree to maintain books and records in
accordance with the record retention procedures described in the Master Separation Agreement.



     6.3. Cooperation.



          (a) Exchange of Information. GM (and each member of the GM Group) and Delphi (and
each member of the Delphi Group) will provide each other with the cooperation and information
reasonably requested by the other party in connection with tax
planning, the preparation or filing
of any Income Tax Return (or claim for refund), the determination and payment of estimated Income
Tax, or the conduct of any Proceeding; provided, however, that neither party is required
to disclose privileged and confidential information. Such cooperation and information includes:




               (i) promptly forwarding copies of appropriate notices and other communications (including,
information document requests, revenue agent’s reports and similar reports, notices of proposed
adjustments and notices of deficiency) received from or sent to any taxing authority,



               (ii) providing copies of all relevant Income Tax Returns (including workpapers and
schedules), and documents relating to rulings or other determinations by taxing authorities,



               (iii) providing copies of records concerning the ownership and tax basis of property,



               (iv) providing other relevant information which either party may possess, including
explanations of documents and information provided under this Agreement, as well as access to
appropriate personnel,



               (v) the execution of any document that may be necessary or reasonably helpful in connection
with the filing of an Income Tax Return (or claim for refund) or in connection with any
Proceeding, including waivers, consents or powers of attorney, and



               (vi)
the use of the parties’ reasonable efforts to obtain any documentation from a governmental
authority or a third party that may be necessary or reasonable helpful in connection with any of
the foregoing.



15









 





     (b) Information Confidential. GM and Delphi shall hold and cause its
consultants and advisors to hold in strict confidence, unless compelled to disclose by
judicial or administrative process or, in the opinion of its counsel, by other requirements
of law, all information (other than any such information relating solely to the business or
affairs of such party) concerning the other party furnished to it by the other party or its
representatives pursuant to this Agreement (except to the extent that such information
was (i) in the public domain through no fault of the party to which it was furnished, or
(ii) lawfully acquired from other sources by such party), and shall not release or disclose
such information to any other person, except its auditors, attorneys, financial advisors,
bankers and other consultants and advisors who shall be advised of the provisions of
this Section 6.3(b). Any disclosure of information by either party to Accountants for
review purposes pursuant to sections of the Agreement providing for review rights shall
not constitute a breach of confidentiality under this Agreement.



     (c) R & E Credit Audit. In particular, Delphi shall fully cooperate with GM in
connection with any Proceeding that involves:



               (i) the credit for increasing research activities under Section 41 of the Code (the “R & E
Credit”) claimed on the GM Group’s Federal Income Tax Return for the tax years 1995 through 1998,
and



               (ii) the R & E Credit claimed on the GM Group’s Federal Income Tax Return for any
Consolidated Tax Period to the extent that the qualified research expenses (as defined by Section
41(b) of the Code) (“QRE”) of Delphi or any member of the Delphi Group were included in the
determination of the GM Group’s R & E Credit.



               (iii) Target Range. Delphi will be responsible for sustaining in a Final
Determination QRE within a QRE Target Range established by GM for each of the tax years 1995
through the tax year during which the Spin-Off occurs. The QRE Target Range will be based on the
methodology that resulted from the 1991-1994 audit agreed Delphi QRE (Delphi’s sustained QRE) in
GM’s overall R & E Credit resolution for tax years 1991 through 1994. Such methodology will be
applied to tax years 1995 through the tax year during which the Spin-Off occurs, and a QRE Target
Amount will be determined. The upper end of the QRE Target Range will be the QRE Target Amount
plus 5% of the QRE Target Amount. The lower end of the QRE Target Range will be the QRE Target
Amount less 5% of the QRE Target Amount. (For example, if the QRE Target Amount is $100, then the
upper end of the QRE Target Range will be $105, and the lower end of the QRE Target Range will be
$95.) The QRE Target Range for each of the tax years 1995 through the tax year during which the
Spin-Off occurs will be provided to Delphi by GM at the commencement of the audit for the
respective tax years.



               (iv) Incentive. If Delphi sustains QRE in excess of the specified target range for a
particular tax year, then GM will pay Delphi 6-1/2 cents for each one dollar of sustained QRE in
excess of the highest amount of the target range for that tax year.



16









 




If Delphi fails to sustain QRE within the specified target range for a particular tax year,
then Delphi will pay GM 6-1/2 cents for each one dollar that the lowest amount of the target range
exceeds the amount QRE sustained by Delphi that tax year. This Section 6.3(c) is intended to
quantify the amount that Delphi may be required to pay GM for failure to maintain records under
Section 6.2, or for failure to cooperate under Section 6.3, as those Sections relate to QRE. Any
amount that Delphi is required to pay GM under this Section 6.3(c) will be in addition to any
amount that Delphi would be required to pay GM in respect of issues other than QRE in connection
with tax liabilities resulting from Delphi’s failure to retain records or to cooperate. With
respect to those tax years for which the R & E Credit was in effect for only part of the tax year
(i.e., 1995 and 1996), the amount of the incentive payment will be reduced proportionately to
reflect that portion of the tax year for which the R & E Credit was in effect.




     6.4. Indemnification.



          (a) GM Group Taxes. Subject to Section 6.4(e) below, GM will indemnify Delphi for all
Income Taxes that GM is required to pay (including Income Tax that a taxing authority may attempt
to collect from Delphi pursuant to Section 1.1502-6 of the Regulations or similar provisions of
state or local law or regulations), except those Delphi is required to pay to GM pursuant to this
Agreement.




          (b) Delphi Separate Taxes. Delphi will indemnify GM for all Income Taxes that Delphi
is required to pay to any taxing authority, including those related to state or local Income Tax
Returns for Consolidated Tax Periods that are not combined or consolidated returns with a member
of the GM Group other than members of the Delphi Group.




          (c) Gain Recognition Agreements. If GM is required to enter into a Gain Recognition
Agreement, as that term is defined in Section 1.367(a)-8 of the Regulations (which would result in
an Income Tax liability to GM in the event that Delphi disposes of certain foreign entities or
assets within the time period described in the Regulations), Delphi will indemnify GM from any
Income Tax liability, including interest and penalties thereon, resulting from the disposition by
Delphi of assets that are the subject of a Gain Recognition Agreement entered into by GM in
respect of any Delphi foreign entities or assets. GM will notify Delphi of all such Gain
Recognition Agreements by the later of (i) the Contribution Date, or (ii) within 10 Business Days
after the Gain Recognition Agreement is entered into.




          (d) Coordination With Services Agreements. Nothing in this Agreement will limit the
indemnification or hold harmless provisions of the Tax Compliance and Planning Services Agreement
or the Customs Consulting Agreement.




          (e) Coordination With Other Agreements. Nothing in this Agreement will limit the
covenants, representations or warranties, or indemnification obligations of the




17









 







parties with respect to Income Tax related matters in the Master Separation Agreement or
the Initial Pubic Offering and Distribution Agreement.




Article VII. Dispute Resolution.




     7.1. Intent of the Parties. Except as otherwise provided in this Agreement, it is the
intent of the parties that the Delphi Group Federal, state and local Income Tax liability for all
taxable periods, beginning with the tax period that includes the Contribution Date, will be
determined as if the Delphi Group were a separate affiliated group of corporations filing a
consolidated Federal Income Tax Return, and that Delphi shall pay such liability. This Agreement
shall at all times be interpreted consistently with such intent.



     7.2. Dispute Resolution. Disputes arising in connection with this Agreement shall be
resolved in accordance with the procedures set forth in the Master Separation Agreement, with the
proviso that each arbitrator shall be a tax attorney or tax accountant who is generally recognized
in the tax community as a qualified and competent tax practitioner with experience in the tax area
involved in the issue or issues to be resolved.



Article VIII. Miscellaneous Provisions.




     8.1. Additional Members. The parties recognize that from time to time other
corporations may become members of the GM Group or the Delphi Group during the term of this
Agreement, and GM and Delphi agree to use their best efforts to cause such corporations to be
bound by all of the terms and conditions of this Agreement.



     8.2. Successors and Assigns. This Agreement shall inure to the benefit of, and be
binding upon the parties and their respective successors, predecessors and assigns, but no
assignment of this Agreement shall relieve any party of its obligations without the written
consent of the other party.



     8.3. Entire Understanding. This Agreement contains the entire understanding of the
parties with respect to:



          (a) the allocation of Federal, state and local Income Tax liabilities for tax periods
beginning on or after the Contribution Date, and




          (b) transitional tax matters, including those related to the contribution of Delco by GM to
Delphi.



This Agreement may not be amended except by a written agreement executed by each of the parties.
The parties recognize and acknowledge their intention to enter into additional agreements from
time to time with respect to the allocation of taxes not covered by this Agreement. This Agreement
is separate from, and will not affect or be




18









 







affected by, the rights and obligations of the parties under the Master Separation
Agreement, the Initial Public Offering Agreement and Distribution Agreement, the Tax Compliance
and Planning Services Agreement or the Customs Consulting Agreement.




     8.4.
Conflict of Law. The validity, interpretation and performance of this
Agreement will be controlled and construed under the laws of the State of Michigan,
without giving effect to laws and principles relating to conflicts of law.



     8.5. Notices. Every notice, request, statement, or bill or other communication
provided for in this Agreement (a “Notice”) must be in writing and may be personally
served, provided a receipt is obtained, or may be sent by certified mail, return receipt
requested, postage prepaid, or may be sent by facsimile, with acknowledgment of
receipt requested, to the parties at the following addresses (or such other address as
one party may specify by Notice to the other parties):


If to GM:



Chief Tax Officer

GENERAL MOTORS CORPORATION

Mail Code 482-114-262

3044 West Grand Boulevard

Detroit, Michigan 48202



with a copy (which shall not constitute effective notice) to:



Assistant General Tax Counsel

GENERAL MOTORS CORPORATION

Mail Code 482-114-262

3044 West Grand Boulevard

Detroit, Michigan 48202



If to Delphi:



Chief Tax Officer

DELPHI AUTOMOTIVE SYSTEMS CORPORATION

Mail Code 483.400.626

5725 Delphi Drive

Troy, Michigan 48098




19









 







with a copy (which shall not constitute effective notice) to:



General Counsel

DELPHI AUTOMOTIVE SYSTEMS CORPORATION

Mail Code 483.400.603

5725 Delphi Drive

Troy, Michigan 48098



A Notice which is delivered personally is given as of the date specified in the written receipt. A
Notice sent by certified mail is given on the third Business Day following the date of mailing. A
Notice by facsimile is given on the date it is transmitted, provided that acknowledgment of receipt
is received by sender.




     8.6. Counterparts. This Agreement may be executed in two or more counterparts, each
of which will be an original, but all of which together will constitute one and the same
instrument.



     8.7. Change in Law. If, due to any change in applicable law or regulation or the
interpretation thereof by any court of law or other governing body having jurisdiction, subsequent
to the date of the Agreement, performance of any provision of or any transaction contemplated by
this Agreement shall become impracticable or impossible, the parties will use their best efforts
to find and employ an alternative means to achieve the same or substantially the same result as
that contemplated by this Agreement.



     8.8. Review Rights. Whenever either party has a right of review pursuant to any
provision of this Agreement, either (i) the party exercising its review right may engage
Accountants to perform (or assist in performing) the review, or (ii) the other party may elect to
engage Accountants to perform the review, and in that event the party exercising its review right
shall not perform the review. The party engaging the Accountants shall pay all costs and fees
associated with the Accountants’ review. Both parties will cooperate fully in such review.



20









 





     The parties have duly executed this Amended and Restated Agreement for the
Allocation of United States Federal, State and Local Income Taxes on the date indicated.



	 	 	 	 	 	 	 	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Roger D. Wheeler
	 	 	 	Date:
	 	12/15/98	 	 
	 

	 	 

Roger D. Wheeler
	 	 
	 	 	 	 

	 	 
	 

	 	Chief Tax Officer	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DELPHI AUTOMOTIVE SYSTEMS CORPORATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ James P. Whitson
	 	 	 	Date:
	 	12/16/98	 	 
	 

	 	 

James P. Whitson
	 	 
	 	 	 	 

	 	 
	 

	 	Chief Tax Officer	 	 	 	 	 	 	 	 







21












 





ADDENDUM TO THE

AMENDED AND RESTATED AGREEMENT FOR THE ALLOCATION OF

UNITED STATES FEDERAL, STATE AND LOCAL INCOME TAXES

RELATING TO MICHIGAN SINGLE BUSINESS TAX



This Addendum is by and between General Motors Corporation, a Delaware corporation (“GM”), and
Delphi Automotive Systems Corporation, a Delaware corporation (“Delphi”).




RECITALS





	1.	 	GM and Delphi entered into that certain Amended and Restated Agreement for the Allocation of
United States Federal, State and Local Income Taxes on December 16, 1998 (the “Tax Allocation
Agreement”).
	 
	2.	 	Pursuant to the Tax Allocation Agreement, for Delphi’s tax year ended May 28, 1999, Delphi
will pay its Michigan Single Business Tax (“SBT”) to GM.
	 
	3.	 	Delphi has lobbied for a new provision in the Michigan SBT law that would permit a
corporation such as Delphi to elect to determine its SBT by excluding sales to members of its
former affiliated group (the “Proposed Legislation”), but only if such corporation commits to
make a certain amount of capital investment in the state of Michigan within a certain time
(the “Required Investment”). In Delphi’s case, the Proposed Legislation would permit Delphi to
elect to exclude sales to GM in its determination of its SBT liability for a five year period.
	 
	4.	 	Delphi intends to make the election described in Recital 3 above, first effective for its tax
year beginning January 1, 1999. Delphi’s election under the enacted Proposed Legislation
described in Recital 3 above for its tax year beginning
January 1, 1999 and ending May 28, 1999
is referred to herein as the “Election”.
	 
	5.	 	GM believes that, if enacted, the Proposed Legislation would have no effect on the amount of
SBT that Delphi is required to pay GM under the Tax Allocation Agreement for the five months
ended May 28, 1999.
	 
	6.	 	Delphi believes that, if enacted, the Proposed Legislation will substantially reduce the
amount of SBT that Delphi is required to pay GM under the Tax Allocation Agreement for the
five months ended May 28, 1999.










1









 












	7.	 	GM and Delphi desire to resolve their difference of opinion described in Recitals 5 and 6 by
entering into this Addendum.






	8.	 	Delphi made an estimated SBT payment to GM of approximately $10.8 million on
May 28, 1999, for the first quarter 1999.





AGREEMENT





	1.	 	Recitals Incorporated. The above recitals are hereby incorporated into this Agreement
by reference.






	2.	 	Pending Enactment. Until the Proposed Legislation is enacted, Delphi shall pay to
GM the amount of Delphi’s SBT for its tax year ending
May 28, 1999, including estimated and
final tax payments, as and when due under the Tax Allocation Agreement, without regard to
the Proposed Legislation.






	3.	 	After Enactment. If the Proposed Legislation is enacted and is effective on January
1, 1999, either by its terms or pursuant to Delphi’s Election, then:






	 	(a)	 	Delphi shall notify GM of the enactment of the Proposed Legislation and of
its intention to make the Election. Promptly after Delphi makes its Election, Delphi
shall provide GM with a copy of such Election, together with the
appropriate State of
Michigan Election approvals.
	 
	 	(b)	 	GM and Delphi hereby agree that, in consideration for GM not taking action
contrary to Delphi’s legislative efforts, if Delphi makes the Election, then Delphi’s
SBT liability for that tax year shall be determined under the Tax Allocation Agreement
to be equal to:






	 	(i)	 	the amount determined as if the Proposed Legislation
had not been enacted (i.e., by including Delphi’s sales to GM) but
including all other SBT law provisions that are effective for tax years
beginning January 1, 1999.
	 
	 	(ii)	 	reduced by one-half of the difference between the
amount determined in clause (i) and the amount determined by excluding
Delphi’s sales to GM that would be excluded under the Proposed
Legislation and the Election (the “Excess SBT Payment”).




2









 












	 	(c)	 	If the Proposed Legislation is enacted before July 31, 1999 and
Delphi has provided GM notice of its intention to make the Election
before that date, then






	 	(i)	 	pursuant to Section 3.5(a) of the Tax Allocation
Agreement, Delphi will provide to GM the calculation of its estimated SBT
payment for the second quarter 1999 by the formula set forth in (b)
above, based on the then most recent tax forecast, and
	 
	 	(ii)	 	Delphi’s estimated SBT due to GM on July 31 shall
be the difference between the amount for Delphi’s tax year ending May
28, 1999 as determined under (b) above, reduced by the amount of the
estimated SBT paid to GM for Delphi’s first quarter 1999.






	 	(d)	 	If the Proposed Legislation is enacted after July 31, 1999 and
Delphi has provided to GM notice of its intention to make the
Election after that date then, at Delphi’s option, Delphi may (i) apply
the Excess SBT Payment to tax liabilities due to GM for other tax
jurisdictions, or (ii) pursuant to Section 3.5(b) of the Tax Allocation
Agreement, require GM to promptly refund the Excess SBT
Payment, which refund shall not be subject to the last sentence of
Section 3.5(b).






	4.	 	Recapture. If it is determined at any time that Delphi would not be entitled
to the benefits of the Proposed Legislation for its tax year ending
May 28, 1999 for any reason, including failure to make the Required Investment in
accordance with Section 208.54(1)(C)(iii) of the Michigan Tax Code, failure to make or
ineffectiveness of the Election, repeal or invalidation of the Proposed Legislation, or
otherwise, Delphi shall immediately repay to GM the amount of the Excess SBT Payment,
together with interest at the rate described in Section 3.7 of the Tax Allocation Agreement
from the later of July 31, 1999 or the date GM applies or refunds the Excess SBT Payment to
Delphi. Ineffectiveness of the Election shall be determined for this purpose as follows: If
Delphi actually makes the Election, and the election described in Recital 3 for Delphi’s
next succeeding tax year is determined to be ineffective or invalid by the relevant agency
of the State of Michigan, then the Election shall be deemed to be ineffective.
	 
	5.	 	Notices. Any notice given under this Addendum shall comply with the
provisions of Section 8.5 of the Tax Allocation Agreement.




3









 






	 	 	The parties have duly executed this Addendum to the Amended and Restated Agreement for the
Allocation of United States Federal, State and Local Income Taxes on the date indicated.





	 	 	 	 	 	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Roger D. Wheeler
 

Roger D. Wheeler
	 	 
	 	Date: 6/21/99 

	 

	 	Chief Tax Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DELPHI AUTOMOTIVE SYSTEMS CORPORATION	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ James P. Whitson
 

James P. Whitson
	 	 
	 	Date: 6/17/99 

	 

	 	Chief Tax Officer	 	 	 	 	 	 







4









 








Master Restructuring Agreement




Exhibit 5.01(a)(v)

Agreement for Indemnification of United States Federal, State and Local Non-Income

Taxes, dated as of December 16, 1998, between Delphi Automotive Systems Corporation

(n/k/a Delphi) and GM




 









 





Exhibit L-2




AGREEMENT FOR THE INDEMNIFICATION OF




UNITED
STATES FEDERAL, STATE AND LOCAL NON-INCOME TAXES



This Agreement is by and between General Motors Corporation, a Delaware corporation (“GM”),
and Delphi Automotive Systems Corporation, a Delaware corporation (“Delphi”).




RECITALS




     1. GM is the common parent of the GM Group, which includes Delphi.



     2. On June 19, 1998, GM formed Delphi Automotive Systems (Holding), Inc. (“DASHI”), as a
Delaware corporation wholly owned by GM. On or about January 1, 1999, GM will contribute to
DASHI GM’s ownership interest in all of the foreign branches, subsidiaries, joint ventures and
other foreign assets related to the business of Delphi.



     3. On September 9, 1998, GM formed Delphi Technologies, Inc., a Delaware corporation
(“Delphi Technologies”), and will, on or about January 1, 1999, contribute to it certain
intellectual property (e.g. patents, trademarks and tradenames) related to the Delphi
business. Delphi Technologies will then be contributed to Delco Electronics Corporation, a
Delaware corporation (“Delco”). Delphi Technologies will grant a license to other Delphi
entities for use of the intellectual property in exchange for an appropriate royalty.



     4. On September 16, 1998, GM formed Delphi Automotive Systems LLC (“DAS”) as a
single-member Delaware limited liability company. Pursuant to Treas. Reg. §301.7701-1(a)(4),
following its formation DAS will be treated as a division of GM for Federal income tax
purposes. On or about January 1, 1999, GM will contribute to DAS all of Delphi’s U.S. assets,
including the stock of Delco.



     5. On September 16, 1998, GM formed Delphi and will, on or about January 1, 1999,
contribute to it all of GM’s ownership interest in DASHI and DAS.



     6. Pursuant to Treas. Reg. § 301.7701-1(a)(4), following the contribution of DAS to
Delphi, DAS will be treated as a division of Delphi for Federal income tax purposes.



     7. It is anticipated that during the second quarter of 1999 GM will distribute all of its
Delphi capital stock to holders of GM’s $1-2/3 Par Value Common Stock.



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     8. Prior to the Contribution Date, GM’s business practice with respect to Non-Income Tax
liabilities and adjustments thereto was to bill the Delphi Business Sector for those liabilities
or adjustments that were attributable to the Delphi Business Sector or its operations.



AGREEMENT




Article I. Definitions



“Business Day” means any day other than a Saturday, a Sunday, or a day on which banking
institutions located in the State of Michigan are authorized or obligated by law or executive
order to close.



“Contribution Date” means that date that GM completes the formation of Delphi by contributing to
it all of GM’s ownership interest in DASHI and DAS, anticipated
to be January 1, 1999.



“Customs Duty” means a tax or fee imposed by the U.S. Federal government (e.g., under Title 19 of
the U.S. Code) on goods imported into the customs territory of the United States. This includes a
charge, fixed by U.S. statute or regulation, for services  provided by U.S. government officials
or officers, or for the use of a privilege granted by or under the control of the U.S. government,
including, but not limited to the Merchandise Processing Fee and the Harbor Maintenance Fee.



“Delco” means Delco Electronics Corporation, a Delaware corporation.



“Delphi” means Delphi Automotive Systems Corporation, a Delaware corporation.



“Delphi Group” means Delphi and majority-owned subsidiary companies, including Delco.



“Delphi Business Sector” means those assets and divisions of GM, including the stock of Delco,
representing the automotive component manufacturing operations of GM prior to the Contribution
Date and which are included as part of Delphi and subsidiaries in the
Form S-1 filed by Delphi
with the Securities and Exchange Commission on November 16, 1998.



“Determination”
means the point in time where liability for Non-Income Taxes is
either: 

(1)
adjusted to the mutual agreement of GM or Delphi and the Federal or state or local government,
(2) adjusted by a court of law, or (3) no longer subject to adjustment due to the lapse of the
applicable statute of limitations. A Determination will generally occur at earliest of the
following points in time: (1) the conclusion of an audit, examination, or investigation, where
the Non-Income Tax adjustment is agreed to by GM or Delphi and





-2-









 







the Federal or state or local government, (2) the conclusion of an administrative appeal, where
the Non-Income Tax adjustment is the subject of a settlement between GM or Delphi and the Federal
or state or local government, (3) a final non-appealable court decision, or (4) the lapse of the
applicable statute of limitations.



“Employment Tax” means any of the following taxes imposed or collectible based on wages as defined
in Subtitle C of the Tax Code and related state or local law provisions: (1) Federal, state or
local employee withholding taxes, (2) Federal Unemployment Tax Act taxes, or related state or
local unemployment taxes, and (3) Federal Insurance Contribution Act taxes.



“Federal Excise Tax” means taxes imposed under Subtitles D or E of the Tax Code.



“Federal Regulations” means the regulations promulgated under the U.S. Code, in effect from time to
time.



“GM” means General Motors Corporation, a Delaware corporation.



“GM Group” means GM and majority-owned subsidiary companies, including Delphi and the Delphi Group
where applicable.



“Master Separation Agreement” means that certain Master Separation Agreement entered into by and
among GM, Delphi, and certain members of the Delphi Group in December 1998.



“Non-Income Taxes” means any or all of the following: Customs Duties, Sales or Use Taxes, Property
Taxes, Employment Taxes, or Federal Excise Taxes.



“Sales or Use Tax” means any U.S. state or local tax on the purchase, sale or use of tangible
personal property or statutorily enumerated services by the taxpayer.



“Property Tax” means any U.S. state or local tax based on the value of real or personal property
owned by the taxpayer.



“Prior Tax Year” means 1998 and all previous tax periods.



“Proceeding” means any audit, inquiry, or other examination, protest, appeals or other
administrative or judicial proceeding relating to liability for, refunds of, or other adjustments
with respect to Non-Income Taxes for any tax period.



“Spin-Off” means the distribution by GM of the Delphi common stock to GM’s common stockholders in a
tax-free transaction under Section 355 of the Tax Code, and related transactions.




-3-









 







“Spin-Off Date” means the last date that Delphi is included in the consolidated Federal income tax
return of GM and affiliated companies.



“Tax Code” means the Internal Revenue Code of 1986, Title 26 of the U.S. Code, as amended.



“U.S. Code” means the United States Code, as amended.



Article II. General Provisions and Effective Date



2.1. Effective Period. This Agreement is effective on January 1, 1999, and applies with
respect to Prior Tax Years and all tax periods during which Delphi or any member of
the Delphi Group is included in the GM Group. This Agreement will remain in full force
and effect until a Determination of the GM Group Liability for all Non-Income Taxes has
been made for all Prior Tax Years and all periods in which Delphi or any member of the
Delphi Group is a member of the GM Group. This Agreement will be re-negotiated if the Spin-Off Date does not occur on or
before December 31, 1999.



2.2. Recitals Incorporated. The above recitals are hereby incorporated into this
Agreement by reference.



2.3. Application of Law. Unless otherwise indicated, the words and concepts used in
this Agreement shall be given the same definitions and meanings ascribed to them by
applicable Federal, state or local law. Any alteration, modification, addition, deletion,
or other change in the applicable law will automatically be applicable to this Agreement.
Unless otherwise indicated, all references herein to a particular Section of the U.S.
Code, the Tax Code, or the Federal Regulations will include any successor provision
designated by a different or additional Section reference.



Article III. Payments of and Adjustments to Non-Income Taxes



3.1
Payments of and Adjustments to GM Group or Delphi Group Non-Income Tax. Delphi will
be liable for, and will indemnify, defend and hold harmless GM from and against any and all
Non-Income Taxes, together with interest and penalties thereon, attributable to the Delphi
Business Sector, Delphi, a member of the Delphi Group, or the operations of any of them. GM will
remit to Delphi any and all Non-Income Taxes, together with interest and penalties thereon,
refunded to GM and attributable to the Delphi Business Sector, Delphi, a member of the Delphi
Group, or the operations of any of them. GM will be liable for, and will indemnify, defend and
hold harmless Delphi from and against any and all Non-Income Taxes, together with interest and
penalties thereon, not attributable to the Delphi Business Sector, Delphi, a member of the Delphi
Group, or the operations of any of them. Delphi will remit to GM any and all Non-Income Taxes,
together with interest and penalties thereon, refunded to Delphi




-4-









 







and not attributable to the Delphi Business Sector, Delphi, a member of the Delphi Group, or the
operations of any of them.



3.2 Time of Payment. A payment required under this Section will be due ten (10) calendar
days after the date that one party gives notice to the other party that a payment is due following
a Determination.



3.3 Required Notice. Notice will include a copy of the notice or other written
communication from an authority describing the Determination and, if necessary, detailed
calculations supporting the amount due.



3.4 Method of Payment.





(a) General. Unless otherwise mutually agreed, all payments required by this
Agreement will be made by wire transfer of same day funds to the appropriate bank account
as may from time to time be designated for that purpose, and notice of the transfer will be
given to the payee of the payment in accordance with Section 6.5 of this Agreement.




(b) Setoff. Notwithstanding anything to the contrary in any agreement between Delphi
and GM, but subject to the following sentence, each party has the right to collect payments
under this Agreement that are more than sixty (60) calendar days past due by setoff against
payments due to the other party under this Agreement or any other agreement between them,
unless such other agreement is in respect of any form of taxes, in which case no right of
setoff shall apply. Notwithstanding the preceding sentence, in the event and to the extent
that any payment to be made under this Agreement is in dispute between the parties and the
disputed matter is subject to the dispute resolution procedure set forth in Section 5.1 of
this Agreement, the setoff provision of this Section 3.4(b) shall not apply to the extent of
the disputed amount.


3.5 Interest. If any payment required by this Agreement is not timely paid, interest shall
accrue during any calendar quarter on the unpaid amount at a rate per annum equal to the highest
Prime Lending Rate published on the first Business Day of such calendar quarter by the Wall Street
Journal, but in no event to exceed the maximum rate of interest allowed by applicable law. For
this purpose, a payment will be timely paid only if actually received by the payee on or before
the due date of the payment.



3.6 Other Recomputations. If there is any change of or adjustment to any item relating to
the computation of a payment under this Agreement that is not otherwise provided for, GM and
Delphi will make payments to each other as may be appropriate to reflect the intent of this
Agreement, as described in Section 5.2 of this Agreement.




-5-









 







Article IV. Tax Matters Administration. Record Retention, and Cooperation



4.1
Audits, Protests, Appeals and Litigation.





(a) Notification. Delphi will notify GM in writing of any pending or threatened
Proceeding in connection with any Non-Income Tax Liability for a Prior Tax Year, promptly
upon receipt of notice of such Proceeding by any member of the Delphi Group. GM will notify
Delphi in writing of any pending or threatened Proceeding in connection with any Delphi
Non-Income Tax Liability for a Prior Tax Year, promptly upon receipt of notice of such
Proceeding by any member of the GM Group. Notification must include a complete copy of any
written communication, and a complete written summary of any oral communication.




(b) Representation. GM has the sole right to represent the interests of the GM
Group, including the Delphi Business Sector and all members of the Delphi Group, in any
Proceeding in connection with any Non-Income Tax Liability for a Prior Tax Year or for any
period during which Delphi or any member of the Delphi Group is included within the GM
Group. GM shall not resolve or settle such Proceeding without the concurrence of Delphi,
which shall not be unreasonably withheld, if the resolution or settlement would result in
(i) a Non-Income Tax liability for Delphi pursuant to Section 3.1 of this Agreement or (ii)
a change in (or establishment of) an accounting method of any member of the Delphi Group.


4.2 Record Retention. GM and Delphi agree to maintain books and records in
accordance with the record retention procedures described in the Master Separation
Agreement.



4.3 Cooperation. Delphi will cooperate, and will cause members of the Delphi Group
to cooperate, with GM in connection with all matters covered by this Agreement in a
manner consistent with prior practice as adjusted for evolving requirements. Such
cooperation will include making resources, including human resources, information,
and documents available to GM upon request.




Article V. Dispute Resolution



5.1. Dispute Resolution. Disputes arising in connection with this Agreement shall be
resolved in accordance with the procedures set forth in the Master Separation Agreement with the
proviso that each arbitrator shall be a tax attorney or tax accountant who is generally recognized
in the tax community as a qualified and competent tax practitioner with experience in the tax area
involved in the issue or issues to be resolved.




-6-









 




5.2 Intent of Agreement. It is the intent of GM and Delphi that Delphi will be
liable for Non-Income Taxes that are attributable to Delphi, its operations, or any
member of the Delphi Group, for all pre-Spin-Off periods. It is further the intent of GM
and Delphi that: (1) Delphi will bear the burden of any unfavorable adjustments paid by
GM for Non-Income Taxes that are attributable to Delphi, its operations, or any member of
the Delphi Group, (2) Delphi will receive the benefit of any favorable adjustments
refunded to GM for Non-Income Taxes that are attributable to Delphi, its operations, or
any member of the Delphi Group, for all pre-Spin-Off periods and (3) GM will be liable
for, or receive the benefit of refunds of, all other Non-Income Taxes.



Article VI. Miscellaneous Provisions.



6.1 Additional Members. The parties recognize that from time to time other
corporations may become members of the GM Group or the Delphi Group during the
term of this Agreement, and GM and Delphi agree to use their best efforts to cause
such corporations to be bound by all of the terms and conditions of this Agreement.



6.2 Successors and Assigns. This Agreement shall inure to the benefit of, and be
binding upon the parties and their respective successors, predecessors and assigns,
but no assignment of this Agreement shall relieve any party of its obligations without
the written consent of the other party.



6.3 Entire Understanding. This Agreement contains the entire understanding of the
parties with respect to the allocation of Non-Income Taxes between GM and Delphi for
Prior Tax Years and all periods in which Delphi or any member of the Delphi Group is a
member of the GM Group. This Agreement shall not override any other agreement (including
a country separation agreement) between GM and Delphi which specifically addresses any
Non-Income Taxes.



This Agreement may not be amended except by a written agreement executed by each of the
parties. The parties recognize and acknowledge their intention to enter into additional
agreements from time to time with respect to the allocation of taxes not covered by this
Agreement. This Agreement is separate from, and will not affect or be affected by, the
rights and obligations of the parties under the Master Separation Agreement, the Initial
Public Offering and Distribution Agreement, the Tax Compliance and Planning Services
Agreement or the Customs Consulting Agreement.



6.4 Conflict of Law. The validity, interpretation and performance of this
Agreement will be controlled and construed under the laws of the State of Michigan,
without giving effect to laws and principles relating to conflicts of law.



6.5 Notices. Every notice, request, statement; or bill or other communication
provided for in this Agreement (a “Notice) must be in writing and may be personally
served,
provided a receipt is obtained, or may be sent by certified mail, return receipt





-7-









 







requested, postage prepaid, or may be sent by facsimile, with acknowledgment of receipt requested,
to the parties at the following addresses (or such other address as one party may specify by Notice
to the other parties):



If to GM:



Chief Tax Officer

GENERAL MOTORS CORPORATION

Mail Code 482-114-262

3044 West Grand Boulevard

Detroit, Michigan 48202



with a copy (which shall not constitute effective notice) to:



Assistant General Tax Counsel

GENERAL MOTORS CORPORATION

Mail Code 482-114-262

3044 West Grand Boulevard

Detroit, Michigan 48202



If to Delphi:



Chief Tax Officer

DELPHI AUTOMOTIVE SYSTEMS CORPORATION

Mail Code 483.400.626

5725 Delphi Drive

Troy, Michigan 48098



with a copy (which shall not constitute effective notice) to:



General Counsel

DELPHI AUTOMOTIVE SYSTEMS CORPORATION

Mail Code 483.400.603

5725 Delphi Drive

Troy, Michigan 48098



A Notice which is delivered personally is given as of the date specified in the written receipt. A
Notice sent by certified mail is given on the third Business Day following the date of mailing. A
Notice by facsimile is given on the date it is transmitted, provided acknowledgment of receipt is
received by sender



6.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which
will be an original, but all of which together will constitute one and the same instrument.




-8-









 




6.7 Change in Law. If, due to any change in applicable law or regulation or the
interpretation thereof by any court of law or other governing body having jurisdiction,
subsequent to the date of the Agreement, performance of any provision of or any transaction
contemplated by this Agreement shall become impracticable or impossible, the parties will use
their best efforts to find and employ an alternative means to achieve the same or substantially
the same result as is consistent with the intent of the parties, as described in Section 5.2 of
this Agreement.



6.8 Non-U.S. Customs Duties. The provisions of this Agreement shall apply to Customs
Duties imposed by governments of countries other that the United States in the same manner as
such provisions apply to Customs Duties imposed by the U.S. Federal government.




     The parties have duly executed this Agreement for the Indemnification of United  States
Federal, State and Local Non-Income Taxes on the date indicated.



	 	 	 	 	 	 	 	 	 
	     GENERAL MOTORS CORPORATION	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	     By:

	 	/s/ Roger D. Wheeler
 

Roger D. Wheeler
	 	 
	 	Date: 12/15/98 

	 

	 	Chief Tax Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	     DELPHI AUTOMOTIVE SYSTEMS CORPORATION	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	     By:

	 	/s/ James P. Whitson
 

James P. Whitson
	 	 
	 	Date: 12/16/98 

	 

	 	Chief Tax Officer	 	 	 	 	 	 







-9-









 








Master Restructuring Agreement




Exhibit 5.01(a)(vi)

Assignment and Assumption Agreement — Industrial Development Bonds,

dated as of January 1, 1999, between DAS and GM




 









 





ASSIGNMENT AND ASSUMPTION AGREEMENT—INDUSTRIAL DEVELOPMENT BONDS




     This ASSIGNMENT AND ASSUMPTION AGREEMENT by and between General Motors Corporation, a Delaware
corporation (“GM”), and Delphi Automotive Systems LLC, a Delaware limited liability company
(“Delphi”) is made as of January 1, 1999.



     WHEREAS, GM has organized Delphi as the wholly owned subsidiary of Delphi Automotive Systems
Corporation, a Delaware corporation which is wholly owned by GM, and intends to transfer certain
assets and corresponding liabilities to Delphi as of January 1, 1999, as part of preparations for
establishing Delphi Automotive Systems Corporation and its subsidiaries as an entity operated
separately and at arms’ length from GM;



     WHEREAS, GM has from time to time entered into loan or lease agreements in connection with
industrial development bonds, tax abatement bonds, industrial revenue bonds or similar arrangements
whereby a state or local government agency in the United States issues securities for the benefit
of GM;



     WHEREAS, certain of the real property, fixtures, and equipment to be transferred from GM to
Delphi as described above is subject to loan or lease agreements of the type described in the
preceding paragraph; and



     WHEREAS, GM intends to transfer such real property, fixtures and equipment and is willing to
transfer the benefits and Delphi is willing to assume the liabilities associated with such loan or
lease agreements;



     NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound thereby, GM and Delphi hereby agree as follows:




	1.	 	Assignment of Agreements. GM hereby assigns, transfers, conveys, grants and
delivers to Delphi (a) all of GM’s right, title and interest in and to the loan agreements
listed on Exhibit A (the “Loan Agreements”) and the lease agreements listed on Exhibit B (the
“Lease Agreements”) (together with the Loan Agreements, the “Transferred Agreements”), (b) all
of the notes, bonds, or other securities held by GM in connection with the Transferred
Agreements, and (c) all of GM’s residual ownership interest, if any, in any real property,
fixtures, and equipment subject to the Transferred Agreements (collectively, the “Associated
Assets”).










 









 












	2.	 	Assumption of Agreements. Delphi hereby accepts the assignment and transfer of the
Associated Assets, assumes and agrees to pay and discharge the contractual obligations and
liabilities of GM under and pursuant to the Transferred Agreements, and agrees to be bound by
the terms of the Transferred Agreements to the extent that GM would have been bound by such
terms.






	3.	 	Transfer of Portion of Property Subject to Transferred Agreement. In certain
instances, indicated on Exhibit A and Exhibit B, GM intends to transfer to Delphi an ownership
interest in only a portion of the real property, fixtures or equipment subject to a
Transferred Agreement. In such circumstances, GM hereby transfers, and Delphi hereby accepts
the rights and obligations pursuant to such Transferred Agreement only to the extent that
corresponds to the proportion of real property, fixtures, or equipment thus transferred.
Further, in such circumstances, the term “Associated Assets” shall be deemed to refer to the
securities held by GM in connection with such Transferred Agreement, and in such residual
interest in property subject to such Transferred Agreement only to the extent that corresponds
to the proportion of real property, fixtures, or equipment thus transferred.






	4.	 	Notification and Further Assurances. Delphi covenants that it will promptly provide
written notice of this Assignment and Assumption Agreement to the lender or lessor and to the
trustee for each of the Transferred Agreements in compliance with the terms of the respective
Transferred Agreement. GM, for itself and its successors and assignees, convenants with Delphi
and its successors and assignees that GM will do, execute, act, and deliver, or will cause to
be done, executed, acted, and delivered, such and all other acts, transfers, notices,
assignments, deeds of conveyance, powers of attorney, and assurances as Delphi and its
successors and assignees shall reasonably require to further effect the transfer and
assignment to Delphi and its successors and assignees the Transferred Agreements and the
Associated Assets as contemplated hereby.






	5.	 	Power of Attorney. Solely for the purposes herein described, GM hereby constitutes
and appoints Delphi as its true and lawful attorney in fact, with full power of substitution,
and Delphi hereby accepts such appointment, to prosecute, defend and compromise any and all
proceedings at law, in equity, or otherwise which GM and its successors and assignees may deem
necessary or proper in order to collect, assert, enforce, or defend any claim, right, title,
or interest of any kind in and to the Transferred Agreements or Associated Assets transferred,
conveyed, and assigned to Delphi hereby, and to do all such acts and things in relation
thereto as Delphi and its successors and assignees shall deem desirable. GM hereby declares
that the appointment hereby made and powers hereby granted shall be irrevocable.




 









 












	6.	 	Indemnification. Delphi shall indemnify GM and its affiliates and hold GM and its
affiliates harmless from and against any and all losses, liabilities, deficiencies, interest,
costs and expenses (including all reasonable expenses incurred in preparing or defending any
litigation or proceeding, whether commenced or threatened, including reasonable attorney’s fees),
whether contingent or otherwise, fixed or absolute, known or unknown, present or future or
otherwise, relating directly or indirectly to, arising out of, or resulting from the Transferred
Agreement or the Associated Assets.






	7.	 	Correction of Exhibits. As of the date of this Assignment and Assumption Agreement,
each of GM and Delphi agrees that it is not aware of any omissions or misstatement contained
in Exhibit A or Exhibit B. Each party agrees further that it will use its best efforts to
confirm the accuracy and completeness of the information contained in Exhibit A or Exhibit B,
and that it will promptly notify the other party in writing if and when it becomes aware of
any misstatements or omissions. Unless either party promptly objects, Exhibit A and Exhibit B,
as amended by such notices, will be deemed final, complete, and correct as of June 30, 1999.






	8.	 	Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which
together shall constitute one and the same instrument.










          IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption Agreement to be
executed by their duly authorized officers.



	 	 	 	 	 
	 	GENERAL MOTORS CORPORATION

 	 
	 	By:  	/s/
E. A. Feldstein
 	 
	 	Title: 	   Vice President and Treasurer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	DELPHI AUTOMOTIVE SYSTEMS LLC

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 Title: 	   Vice President and Treasurer 	 
	 	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A




Loan Agreements




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bond Information
	 	 	 	 	Bond	 	Notional on 1/1/99	 	Delphi	 	Delphi	 	Maturity
	Counterparty	 	Agreement Date	 	Series	 	($000)	 	Portion	 	Notional	 	Date
	Michigan Strategic Fund
	 	April 15, 1988	 	 	1988A	 	 	 	26,230	 	 	 	6.20	%	 	 	1,626	 	 	01-Apr-08
	Michigan Strategic Fund
	 	July 1,1995	 	 	1995	 	 	 	58,800	 	 	 	6.40	%	 	 	3,763	 	 	01-Sep-20
	County of Portage, Ohio
	 	December 1,1984	 	 	1984	 	 	 	10,000	 	 	 	100.00	%	 	 	10,000	 	 	01-Oct-00
	County of Trumbull, Ohio
	 	July 1,1994	 	 	1994	 	 	 	2,750	 	 	 	100.00	%	 	 	2,750	 	 	01-Jul-14
	Ohio Water Development
Authority
	 	June 15, 1978	 	 	1978A	 	 	 	27,000	 	 	 	84.50	%	 	 	22,815	 	 	15-June-07






 









 






EXHIBIT B




Lease
Agreements




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bond Information
	 	 	 	 	Bond	 	Notional on 1/1/99	 	Delphi	 	Delphi	 	Maturity
	Counterparty	 	Agreement Date	 	Series	 	($000)	 	Portion	 	Notional	 	Date
	City Of Saginaw, Michigan
	 	June 1, 1978	 	 	1978	 	 	 	18,520	 	 	 	31.60	%	 	 	5,852	 	 	01-Jun-05
	City Of
Laurel, Mississippi
	 	May 1, 1977	 	 	1977	 	 	 	1,000	 	 	 	100.00	%	 	 	1,000	 	 	01-Jun-07
	City Of
Brookhaven, Mississippi
	 	May 1, 1977	 	 	1977	 	 	 	1,000	 	 	 	100.00	%	 	 	1,000	 	 	01-Jun-07
	Industrial Development Board of the City of Tuscaloosa, Alabama
	 	April 1, 1988	 	 	1988	 	 	 	30,000	 	 	 	100.00	%	 	 	30,000	 	 	01-Feb-08
	Industrial Development Board of the City of Tuscaloosa. Alabama
	 	February 1, 1991	 	 	1991	 	 	 	25,000	 	 	 	100.00	%	 	 	25,000	 	 	01-Feb-08
	County of Monroe Industrial Development Agency
	 	December 1, 1985	 	 	1985	 	 	 	42,803	 	 	 	100.00	%	 	 	42,803	 	 	01-Dec-15







 









 








Master Restructuring Agreement




Exhibit 5.01(a)(vii)(i)

Lease Agreement dated as of May 1, 2000 between Delphi Canada Inc. and General Motors

of Canada Limited, as amended August 1, 2002





 











 





	 	 	 	 	 
	 

	 	LANDLORD:
	 	GENERAL MOTORS OF CANADA LIMITED,
	 
	 	 	 	 
	 

	 	 	 	a Canadian corporation
	 
	 	 	 	 
	 

	 	 	 	-and-

	 
	 	 	 	 
	 

	 	TENANT:
	 	DELPHI CANADA INC.
	 
	 	 	 	 
	 

	 	 	 	an Ontario corporation






 




LEASE




 











 



 


     TABLE OF CONTENTS



	 	 	 	 	 
	 	 	Page	 
	SECTION 1. PREMISES
	 	 	1	 
	SECTION 2. TERM
	 	 	3	 
	SECTION 3. RENT
	 	 	3	 
	SECTION 4. USE OF THE DEMISED PREMISES
	 	 	4	 
	SECTION 5. TAXES
	 	 	5	 
	SECTION 6. LANDLORD SERVICES
	 	 	7	 
	SECTION 7. LANDLORD’S MAINTENANCE OBLIGATIONS
	 	 	13	 
	SECTION 8. ALTERATIONS, ADDITIONS, MAINTENANCE AND REPAIRS
	 	 	14	 
	SECTION 9. REQUIREMENTS OF PUBLIC AUTHORITY
	 	 	15	 
	SECTION 10. COVENANT AGAINST LIENS
	 	 	16	 
	SECTION 11. RIGHT OF ENTRY
	 	 	17	 
	SECTION 12. ASSIGNMENT AND SUBLETTING
	 	 	17	 
	SECTION 13 SIGNS
	 	 	17	 
	SECTION 14. COVENANT TO HOLD HARMLESS
	 	 	18	 
	SECTION 15. INSURANCE
	 	 	19	 
	SECTION 16. WAIVER OF SUBROGATION
	 	 	20	 
	SECTION 17. DAMAGE AND DESTRUCTION
	 	 	21	 
	SECTION 18. EXPROPRIATION
	 	 	22	 
	SECTION 19. ESTOPPEL CERTIFICATE
	 	 	23	 
	SECTION 20. ATTORNMENT AND SUBORDINATION
	 	 	23	 
	SECTION 21. DEFAULT OF TENANT
	 	 	24	 
	SECTION 22. TENANT’S SELF HELP REMEDY
	 	 	25	 
	SECTION 23. QUIET ENJOYMENT
	 	 	26	 





-i-














 



 







TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	SECTION 24. TENANT’S PROPERTY
	 	 	26	 
	SECTION 25. HOLDING OVER
	 	 	26	 
	SECTION 26. COMMON AREAS
	 	 	26	 
	SECTION 27. INTENTIONALLY DELETED
	 	 	27	 
	SECTION 28. ENVIRONMENTAL MATTERS
	 	 	27	 
	SECTION 29. MISCELLANEOUS
	 	 	28	 
	SECTION 30. DISPUTE RESOLUTION
	 	 	31	 
	SECTION 31. TERMINATION RIGHTS
	 	 	32	 
	 
	 	 	 	 
	SCHEDULE “A” — DEMISED PREMISES
	 	 	 	 
	SCHEDULE “B” — LEGAL DESCRIPTION
	 	 	 	 
	SCHEDULE “C” — PLAN OF COMPLEX
	 	 	 	 
	SCHEDULE “D” — PERMITTED ENCUMBRANCES
	 	 	 	 
	SCHEDULE “E” — SERVICES RENT
	 	 	 	 





-ii-










 



 




LEASE




     THIS LEASE, made as of this 1st day of May, 2000, between General Motors of Canada
Limited, a Canadian corporation (hereinafter referred to as “Landlord”), and Delphi Canada Inc.,
an Ontario corporation (hereinafter referred to as “Tenant” and, together with Landlord, the
“Parties”).



WITNESSETH:




     In consideration of Ten and 00/100 Dollars ($10.00), other good and valuable consideration
and mutual covenants contained herein, and intending to be legally bound hereby, Landlord and
Tenant hereby agree with each other as follows:



Section 1. PREMISES




     (a) Landlord hereby leases and lets to Tenant, and Tenant hereby takes and hires from
Landlord, upon and subject to the terms, conditions, covenants and provisions hereof, premises
consisting of approximately 193.964 square feet and more particularly detailed in Schedule “A”
hereto (the “Demised Premises”), being part of a building (the whole of such building being
hereinafter referred to as the “Building”), located on that certain tract, piece or parcel of
land, situated in Oshawa, Ontario and known municipally as 700 Park Road South, as more
particularly described in Schedule “B” hereto (the “Lands”). The responsibility of the Landlord or
Tenant for payment of any costs associated with the physical separation of the Demised Premises
from the remainder of the Building, such as the construction of demising walls, shall be as
determined pursuant to the Amended and Restated Asset Purchase Agreement between Landlord and
Tenant dated as of May 1, 2000 (the “Asset Purchase Agreement”).



     (b) The Demised Premises is situated within a complex of industrial buildings and facilities
(hereinafter referred to as the “Complex”) containing a number of buildings and facilities
operated by Landlord. The Complex is shown on Schedule “C” hereto and made a part hereof.



     (c) Tenant acknowledges that the lease of the Demised Premises by Landlord to Tenant is being
made without any warranty or representation of any nature whatsoever except as expressly set forth
in this Lease and without the implied warranties of merchantability or of fitness for a particular
purpose. Tenant also acknowledges that the Demised Premises are subject to the Permitted
Encumbrances listed in Schedule “D”.



     (d) The Demised Premises are herein leased together with the non-exclusive right during the
term of this Lease to have reasonable use of the Common Areas (as defined in Section 26 hereof)
consistent with past practice, subject to the terms of this Lease and reasonable rules and
regulations promulgated by Landlord from time to time for the efficient operation of the Complex
and the right to receive utilities, including, without limitation, those more particularly
described in Section 6 hereof, through lines, pipes, and facilities in, under or across the
Complex in order to service the Demised Premises. Notwithstanding anything herein contained to the
contrary, upon at least 30 days’ prior written notice to Tenant’s plant manager (except in the
event of an emergency) Landlord may at any time close temporarily any such Common Areas to









 



 


 - 2 -



make repairs or changes, to prevent the acquisition of public rights in such areas or to
discourage public use of any portion of the Complex and may do such other acts in and to the
Complex excluding (subject to the remaining terms of this Lease) the Demised Premises as in its
judgment may be desirable; provided, that Tenant shall be granted reasonable access to the Demised
Premises at all times and Landlord shall use its commercially reasonable best efforts to ensure
that there shall be no material interference with the Tenant’s business operations in the Demised
Premises and Common Areas.




     (e) Tenant acknowledges that certain steam lines, condensate lines, compressed air lines,
water lines, stormwater lines, sanitary water lines, process wastewater lines, gas lines,
electrical lines, communication facilities and lines, fire protection lines and other lines and
facilities servicing other parts of the Complex run through, under, across and over the Demised
Premises (including within the Building) (such lines and facilities are hereinafter referred to as
the “Complex Utility Lines”). Landlord reserves the right to have the Complex Utility Lines run
through, under, across and over the Demised Premises (including within the Building), to operate
the same and as reasonably necessary to replace the same. In addition, Landlord reserves the right
to install and construct new. and additional Complex Utility Lines running through, under, across
and over the Demised Premises (but not within the Building) to governmental authorities and public
and private utilities to service the Complex without Tenant’s consent or joinder, provided that
such easements and licenses shall not materially and adversely affect Tenant’s use of the Demised
Premises. Landlord shall provide to Tenant’s Plant Engineer (or his designee) thirty (30) days’
prior written notice of the installation of new lines. In exercising its rights pursuant to this
Section 1(e), Landlord shall use its commercially reasonable best efforts to ensure that there
shall be no material interference with the Tenant’s business operations in the Demised Premises
and Common Areas and shall cooperate with Tenant to minimize interference with Tenant’s operations
in the Demised Premises and Common Areas.



     (f) Notwithstanding anything herein contained to the contrary, Landlord reserves the right at
any time and from time to time (i) to make or permit changes or revisions in and to the Complex
(other than the Demised Premises), including additions to, subtractions from, rearrangements of,
alterations of, modifications of or supplements to the building areas, parking areas, roads,
driveways or other areas; (ii) to construct other buildings or improvements and to make alterations
thereof and additions thereto and/or demolish any existing buildings or improvements (except upon
the Demised Premises or as otherwise expressly provided herein); and (iii) to make or permit
changes or revisions on the Complex, including additions thereto and/or reductions thereof (other
than the Demised Premises) and to convey portions of the Complex to others for the purpose of
constructing buildings or improvements thereon (other than the Demised Premises); provided,
however, that in exercising its rights pursuant to Sections 1(d) and (e) hereof and this Section
1(f), Landlord shall not materially and adversely affect Tenant’s access to the Demised Premises,
or parking thereon, or its operations in the Demised Premises or Common Areas or the providing of
Landlord’s Services, as hereinafter defined, to the Demised Premises.









 



- 3 -


Section 2. TERM




     (a) The term of this Lease shall commence on May 1, 2000 (hereinafter referred to as the
“Commencement Date”), and continue for a period of two (2) years and eight (8) months until
December 31, 2002, unless sooner terminated or extended as herein provided.



     (b) Provided Tenant is not in default after notice and beyond any applicable cure periods,
Tenant shall have the right to extend the term of this Lease for three consecutive periods of one
year each, upon all of the terms and conditions herein contained. Tenant shall exercise such
right, if at all, by written notice to Landlord at least six (6) months prior to the expiration of
the term of this Lease as the same may be extended. The exercise of the first such right shall not
constitute the exercise of the second such right and upon Tenant’s failure to exercise the first
right, the second right to extend shall be terminated and of no further force or effect. As used
in this Lease, the phrase “term of this Lease” shall include any extension periods.



Section 3. RENT




     (a) Tenant covenants and agrees to pay Landlord for the Demised Premises, without previous
demand therefor, basic rent (hereinafter referred to as the “Basic Rent”) during the original term
of this Lease in the amount of Two Hundred and Seventy Nine Thousand One Hundred and Twenty
Canadian Dollars (Cdn.$279,120.00) (calculated at U.S.$1.00 per square foot per annum using an
exchange rate of Cdn.$1.439 equals U.S.$1.00 with estimated square footage of 193,964 square feet),
annually for each year of the term, together with the amounts payable to Landlord by Tenant
pursuant to Section 6 hereof (hereinafter referred to as the “Services Rent”), the amounts payable
to Landlord by Tenant pursuant to Section 3(b) hereof and the amounts payable to Landlord by Tenant
pursuant to Section 3(c) hereof (the amounts payable pursuant to Section 3(c) are hereinafter
referred to as a “Common Areas Charge”). Basic Rent shall be paid in equal monthly instalments in
arrears without any deduction or set-off on a Prox 15 basis, with the first payment of Basic Rent
due on June 15, 2000. The Services Rent and Common Areas Charge shall be paid at the times and in
the manner provided for in Sections 6 and 3(c) respectively. Payments under Section 3(b) shall be
paid at the times and in the manner provided therein.



     (b) Tenant shall pay to Landlord as additional rent any money and charges required to be paid
by Tenant pursuant to the terms of this Lease, whether or not the same may be designated
“additional rent”, including, without limitation, Tenant’s proportionate share of Taxes in
accordance with Section 5(a) hereof and Tenant’s proportionate share of the costs of insurance
required to be maintained by Landlord on the Complex pursuant to Section 15(a) hereof.



     (c) Tenant shall pay Landlord the amount of Twenty Three Thousand Canadian Dollars
(Cdn.$23,000) per year in the term as a Common Areas Charge. Tenant shall pay Landlord an amount
equal to 1/12th of Common Areas Charge per month on a Prox 15 basis.



     (d) If Tenant shall exercise its right to extend the term of this Lease pursuant to Section
2(b) hereof, the Basic Rent during each extended term shall be the fair market value rent based on
terms and conditions arrived at by the parties bargaining at arms length taking into account the
original components of original Basic Rent as same may have increased in cost plus









 



- 4 -

other factors applicable to original Basic Rent for the Demised Premises as reasonably determined
by the parties; provided that such Basic Rent shall not decrease save and except for any reduction
in square footage as a result of Tenant exercising its option to reduce the square footage leased
hereunder pursuant to Section 1(g) hereof. Tenant acknowledges that if it exercises its right
pursuant to Section 1(g) hereof, an increase in the fair market rent per square foot for the
remainder of the Demised Premises so leased may result. As soon as practical after the exercise of
the right to extend by Tenant, the parties shall meet and determine such Basic Rent, failing which
the matter shall be determined in accordance with Section 30 hereof.




     (e) Save as expressly provided in this Lease, the rent provided for in Sections 3(a), 3(b),
3(c), 3(d) and 6 hereof shall be an absolutely net return to Landlord and shall continue unreduced
and unabated throughout the entire term of this Lease.



     (f) Except as expressly provided herein, rental and additional rental shall be paid to
Landlord, in lawful money of Canada at Landlord’s address for notices hereunder or to such other
person or at such other place as Landlord may from time to time designate in writing. All amounts
payable by Tenant to Landlord and/or by, Landlord to Tenant hereunder if not paid within ten (10)
days after receipt of notice by the payee that the same is past due, shall bear interest from the
due date until paid at the rate equal to two percent (2%) in excess of the then annual rate of
interest announced from time to time by The Toronto-Dominion Bank as the reference rate of interest
then in effect for loans to customers of varying degrees of credit-worthiness, adjusted from time
to time to reflect changes in such rate (“Rate of Interest”), but not in excess of the maximum rate
allowed by law. Any payments required to be made by Tenant directly to any third party shall be
paid on the due date as indicated in the invoice for payment.



     (g) “Prox 15” in this Lease means for invoices from Landlord to Tenant dated from the
1st to the 31st of the current month, payment by Tenant is due on the
fifteenth day of the following month.



Section 4. USE OF THE DEMISED PREMISES




     (a) The Demised Premises shall be used for automotive component manufacturing and related uses
provided there shall be no greater risk to the Complex than the current use thereof. In addition,
Tenant may utilize all or any portions of the Demised Premises for office, warehousing and
laboratory purposes in each case related to automotive component manufacture and uses directly
related thereto and for no other use or purpose.



     (b) If any governmental license or permit shall be required for the proper and lawful conduct
of Tenant’s business or other activity carried on in the Demised Premises, Tenant, at Tenant’s
expense, shall duly procure and thereafter maintain such license or permit and submit the same for
inspection by Landlord on request. Tenant shall, at Tenant’s expense, at all times, comply with the
requirements of each such license or permit.



     (c) Tenant shall not do or permit or suffer to be done in or about the Demised Premises, nor
bring or keep or permit or suffer to be brought or anything which is prohibited by or will
materially conflict with any applicable law, statute, ordinance or governmental rule or
regulation, now in force or which may hereafter be enacted or promulgated, or which is









 



- 5 -

prohibited by or will materially conflict with any of the Permitted Encumbrances, or which is
prohibited by the Casualty Policy, as hereinafter defined, or cause a cancellation of the Casualty
Policy, or materially and adversely affect or interfere with any services required to be furnished
by Landlord to Tenant hereunder or to other portions of the Complex, or with the proper and
economical rendition of any such service. Tenant shall not do or permit anything to be done in of
about the Demised Premises which will in any material way obstruct or interfere with the rights of
Landlord or use or allow the Demised Premises to be used for any unlawful purpose, nor shall
Tenant cause, maintain or permit any nuisance in, on or about the Demised Premises or commit or
permit to be committed any waste in, on or about the Demised Premises or commit or permit to be
committed any waste in, on or about the Demised Premises which has a material and adverse affect
on the Complex or Landlord.




     (d) Tenant shall not do or permit anything to be done which will in any material way obstruct
or interfere with the business or the rights (including occupancy rights) of any other tenant of
the Building or Complex, including Landlord.



     (e) Landlord acknowledges that Tenant shall have the right during the term to use, at no
additional cost to Tenant, the furniture and related personal property belonging to the Landlord
located in the offices at the Demised Premises on an “as is where is basis”.



     (f) Each of the Parties hereby acknowledges that certain of the Landlord’s salaried and
hourly employees will be operating the manufacturing business at the Demised Premises pursuant to
the terms and conditions of the Oshawa Labour and Management Services Agreement between the
Landlord and Tenant dated as of May 1, 2000 (the “Oshawa Labour and Management Services
Agreement”) and as such, may be performing obligations of the Tenant under this Lease.



Section 5. TAXES




     (a) Tenant shall pay to Landlord Tenant’s proportionate share of all Taxes on the Complex
with respect to each calendar year (or part thereof) during the term, Tenant’s proportionate share
of Taxes shall be determined by the Landlord on a fair and equitable basis having regard to the
square footage of the Demised Premises relative to the square footage of all buildings in the
Complex among which the Taxes are allocated and/or a market-value based assessment, or a
combination thereof.



     (b) “Taxes” shall be all taxes and existing and future assessments, general and special, and
governmental charges of any kind or nature whatsoever, which may be levied or assessed by any
lawful authority or become due and payable against the land, buildings and improvements comprising
the Complex during the term of this Lease and including those taxes payable after the term of this
Lease but attributable to the term of this Lease, and including, without limitation, all (i) ad
valorem real property taxes and assessments (including installments of special assessments required
to be paid during the calendar year); (ii) other taxes, other charges and impositions imposed by
the Province of Ontario or any subdivision thereof which: (A) are in replacement of or in addition
to all or any part of ad valorem taxes as sources of revenue; and (B) are based in whole or in part
upon the land and building of which the Complex is a part or any interest therein or the ownership
thereof, or the rents, profits or other income









 



- 6 -

therefrom, including, without limitation, excise, license, privilege, sales, use, and occupancy
taxes; (iii) taxes or surcharges of any kind or nature upon, against or with respect to the parking
areas or the number of parking spaces in the portion of the Complex covered by such tax bills; and
(iv) taxes and/or assessments of any kind or nature upon, against or with respect to the rentals
and other charges payable by Tenant to Landlord other than GST payable pursuant to Section 5(g).




     (c) Upon receipt of the appropriate tax bills, Landlord shall compute Tenant’s proportionate
share of the Taxes covered by such bills (and actually payable by Landlord) and shall deliver to
Tenant a statement showing such computation together with a copy of such tax bills and Tenant
shall pay to Landlord an amount equal to 1/12th of its proportionate share of each installment of
Taxes required to be paid by Landlord to the relevant governmental authority per month on a Prox
15 basis. Landlord shall deliver to Tenant upon Tenant’s written request
reasonable supporting documentation sufficient to verify to Tenant the computation of Tenant’s
proportionate share.



     (d) For the calendar year in which the term of this Lease commences and terminates or
expires, the provisions of this Section 5 shall apply, and Tenant’s liability for its
proportionate share of Taxes shall be subject to a pro rata adjustment in accordance with local
custom for such prorations.



     (e) Any reasonable costs, expenses and legal fees (including without limitation the cost of
tax consultants) incurred by Landlord in connection with the negotiations for reduction in the
assessed valuation of land, buildings and improvements comprising the Complex and any protest or
contest of real estate tax and/or assessments shall be made solely in the discretion of the
Landlord and the cost thereof shall be included within the term “Taxes”. If Landlord obtains any
tax refunds or rebates relating to any Taxes of which Tenant paid its proportionate share
hereunder, Landlord shall promptly refund to Tenant, Tenant’s proportionate share of any such
refund, net of Tenant’s proportionate share of Landlord’s reasonable out-of-pocket expenses in
obtaining the same.



     (f) In addition to the payment of Tenant’s proportionate share of the Taxes as herein
provided, Tenant shall pay any and all taxes whether or not now customary or within the
contemplation of the parties (i) upon, measured by or reasonably attributable to the cost or value
of Tenant’s equipment, furniture, fixtures and other personal property located on the Demised
Premises, and (ii) upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Demised Premises or any portion
thereof. If Landlord is required to pay any of such taxes, Tenant shall reimburse Landlord
therefor on a Prox 15 basis.



     (g) Tenant shall also pay any goods and services tax (“GST”) and any applicable provincial
sales tax (“PST”) in respect of this Lease or the rent or other amounts payable by Tenant under
this Lease. Tenant shall pay GST and any applicable PST to Landlord at the same time as the
amounts to which such taxes apply are payable to Landlord under the terms of this Lease. If Tenant
fails to pay such GST or any applicable PST when due, Landlord shall have the right, but not the
obligation, to make such payments to the relevant authorities and to collect the GST and any
applicable PST together with any penalties and interest costs imposed by such









 



- 7 -

relevant authorities from Tenant upon demand. Notwithstanding any other provision of this Lease,
GST and any applicable PST payable by Tenant under this subsection shall be deemed not to be Basic
Rent, but in addition to Landlord’s statutory rights and remedies, Landlord shall have all of the
same remedies for and rights of recovery of such amounts as it has for recovery of Basic Rent under
this Lease including without limitation, the right to collect interest thereon at the Rate of
Interest from the date the relevant amount was due to the date of payment.




Section 6. LANDLORD SERVICES




     (a) During the term of this Lease, Landlord shall supply certain services to the Demised
Premises and the operations therein (herein referred to as “Landlord’s Services”) and Tenant shall
reimburse Landlord for Landlord’s costs thereof (without any mark-up) as rent (herein referred to
as the “Services Rent”) in accordance with the terms and provisions of this Section 6 and Schedule
E.



     (b) Electricity



          The parties acknowledge that it is not presently practical for Tenant to obtain separate
electric service for the Demised Premises. Therefore, Landlord shall supply electricity to the
Demised Premises in a manner comparable to which such service was provided to the Demised Premises
immediately prior to the Commencement Date, such service shall be separately metered to the
Demised Premises and Tenant shall pay for such service on a Prox 15 basis. The responsibility of
the Landlord or Tenant for payment of installation of such metering shall be as determined in the
Asset Purchase Agreement. The payment by Tenant to Landlord of the supply of electricity pursuant
to this Section 6(b) is herein referred to as one of the components comprising the “Services
Rent”. Landlord and Tenant acknowledge that in the event that it should become practical for
Tenant to obtain separate electric service for the Demised Premises, the Tenant may obtain such
service at the Tenant’s sole cost, provided that Landlord’s rates for such service are not
increased, and thereafter the Tenant shall pay directly to the service provider all charges for
such electricity on due date therefor and shall release Landlord from its obligations to supply
electric service to the Demised Premises.




     (c) Steam



          (i) Steam service is currently provided to the Demised Premises by Landlord through a closed
loop system (which returns condensate water to the powerhouse). Such steam is currently produced
at a powerhouse in the Complex and transported to the Demised Premises through the existing
integrated steam (and condensate) lines that cannot economically be separated readily so as to be
capable of providing separate service to the Demised Premises. It is further understood that steam
service is not readily available from any other provider.




          (ii) Landlord shall provide steam to the Demised Premises comparable to that being supplied
thereto immediately preceding the Commencement Date, subject to adjustment for traditional
cyclical and seasonal volume. Tenant shall return all condensate water (subject to normal loss)
resulting from the supply and use of steam to the Demised Premises to the powerhouse through the
condensate lines. Such condensate water shall be in materially the same condition as ordinarily
results from its passage through the system and consistent with past










 



- 8 -

practices and Tenant shall be responsible for any damage resulting from condensate water being
returned from the Demised Premises to the powerhouse other than in such condition, unless such
condition has been caused by actions on the Complex other than upon the Demised Premises or caused
by actions of Landlord or performance by employees of Landlord pursuant to Section 4(f) hereof
(whether on or off of the Demised Premises). If Landlord reasonably determines that the condensate
water being returned from the Demised Premises is injurious to the system due to conditions upon
the Demised Premises, unless such condition has been caused by actions of Landlord or performance
by employees of Landlord pursuant to Section 4(f) hereof (whether on or off of the Demised
Premises), Landlord shall have the right to require Tenant to dispose of the condensate water other
than by returning the same to the powerhouse and in accordance with all applicable laws, at
Tenant’s sole cost and expense.




          (iii) Such steam services shall be metered to the Demised Premises and Tenant shall pay for
such steam so consumed by it at a rate equal to Landlord’s cost of producing the same. Tenant
shall pay for such steam service on a Prox 15 basis. The responsibility of the Landlord or Tenant
for payment of installation of such metering shall be as determined in the Asset Purchase
Agreement. The payment to Landlord for steam service pursuant to this Section 6(c)(iii) is herein
referred to as one of the components comprising the “Services Rent.”




     (d) Natural Gas



          (i) Landlord shall supply gas service to the Demised Premises in accordance with the
provisions of this Section 6(d), through the existing integrated lines and equipment that cannot
economically be separated readily so as to be capable of providing separate service to the Demised
Premises.




          (ii) Landlord shall supply gas to the Demised Premises in a manner comparable to which such
service was provided to the Demised Premises immediately prior to the Commencement Date, subject
to adjustment for traditional cyclical and seasonal volume.




          (iii) Such service shall be separately metered to the Demised Premises and Tenant shall pay
for such service on a Prox 15 basis. The responsibility of the Landlord or Tenant for payment of
installation of such metering shall be as determined in the Asset Purchase Agreement. The charge
for such natural gas service shall be at the same rate paid by Landlord. The payment by Tenant to
Landlord pursuant to this Section 6(d)(iii) is herein referred to as one of the components of the
“Services Rent”.




          (iv) In the event that gas is supplied to the Demised Premises through a buy/sell or a bundled
service arrangement, Landlord shall not be liable for any claims, damages or losses which Tenant
may suffer as a result of any reduction, interruption or shutdown of service provided under such
arrangement. If Landlord receives from the supplier notice of any such reduction, interruption or
shutdown of service, Landlord shall provide notice of same to Tenant. Tenant agrees to enter into
any agency agreement reasonably required by such natural gas supplier to ensure Landlord has the
right to supply gas to Tenant.










 



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     (e) Compressed Air



          (i) Landlord shall supply compressed air to Tenant in accordance with the provisions
of this Section 6(e) hereof, through the existing integrated lines and equipment that
cannot economically be separated readily so as to be capable of providing separate service
to the Demised Premises. It is further understood that compressed air service is not
readily available from any other provider.




          (ii) During the term of this Lease, Landlord shall supply compressed air to the
Demised Premises in a manner comparable to which such service was provided to the Demised
Premises immediately prior to the Commencement Date, subject to adjustment for traditional
cyclical and seasonal volume.




          (iii) The payment by Tenant to Landlord pursuant to this Section 6(e)(iii) is herein
referred to as one of the components of the “Services Rent”. Such service shall be
separately metered to the Demised Premises and Tenant shall pay for such service on a Prox
15 basis.




     (f) Telephone, Communication and Technical Infrastructure — Autoplex



          (i) Landlord shall supply telephone, communication and technical infrastructure
service for the Complex to Tenant in accordance with the provisions of this Section 6(f),
through the existing integrated infrastructure that cannot economically be separated
readily so as to be capable of providing separate service to the Demised Premises. It is
further understood that such service is not readily available from any other provider.




          (ii) During the term of this Lease, subject to obtaining any necessary consents,
Landlord shall supply telephone, communication and technical infrastructure service to the
Demised Premises in a manner comparable to which such service was provided to the Demised
Premises immediately prior to the Commencement Date.




          (iii) Tenant shall pay Landlord the amount of $1,500 per month for the provision of
such telephone, communication and technical service, which cost shall be fixed for the
term of this Lease. Payment for such service will be made to Landlord on a Prox 15 basis.
In addition, Tenant shall pay directly to the applicable vendor the cost of telephone
services as billed by the applicable vendor to Tenant. The payment by Tenant to Landlord
pursuant to this Section 6(f)(iii) is herein referred to as one of the components of the
“Services Rent”.




     (g) Water Service



          (i) Landlord shall supply water service to Tenant in accordance with the provisions
of this Section 6(g) hereof, through the existing integrated lines and equipment that
cannot economically be separated readily so as to be capable of providing separate service
to the Demised Premises. It is further understood that water service is not readily
available from any other provider.




          (ii) During the term of this Lease, Landlord shall supply water service to the
Demised Premises in a manner comparable to which such service was provided to the Demised










 



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Premises immediately prior to the Commencement Date, subject to adjustment for traditional
cyclical and seasonal volume.




          (iii) Such service shall be separately metered to the Demised Premises and Tenant shall pay
for such service on a Prox 15 basis. The responsibility of the Landlord or Tenant for payment of
installation of such metering shall be as determined in the Asset Purchase Agreement. The charge
for water service shall be at the same rate paid by Landlord. The payment by Tenant to Landlord
pursuant to this Section 6{g)(iii) is herein referred to as one of the components of “Services
Rent”.




     (h) Fire Protection Systems



          During the entire term of this Lease, Landlord shall provide high pressure fire protection
water and fire watch and monitoring systems which include alarm and security systems which are
maintained through a computer system operated and controlled by Landlord in a manner comparable
to which such services were provided to the Demised Premises immediately prior to the
Commencement Date and through the existing integrated lines and equipment that cannot
economically be separated readily so as to be capable of providing separate service to the
Demised Premises. It is further understood that fire protection water and fire water and
monitoring services are not readily available from any other provider. The cost of this service
is included in Basic Rent.




     (i) Janitorial Service



          The Landlord shall provide janitorial services to the Demised Premises in a manner
comparable to which such service was provided to the Demised Premises immediately prior to the
Commencement Date. Tenant shall pay Landlord for janitorial services based on the wages and
benefits of a mutually agreeable number of services personnel. The payment by Tenant to Landlord
for such services shall be on a Prox 15 basis and the payment pursuant to this Section 6(i) is
herein referred to as one of the components of the “Services Rent”. The Parties will determine
annually on a calendar year basis whether a lesser number of employees would be sufficient,
subject to the provisions of the “Collective Agreement” as defined in the Oshawa Labour and
Management Services Agreement.




     (j) Wastewater Treatment Service



          (i) Landlord shall supply wastewater treatment service to Tenant in accordance with the
provisions of this Section 6(j), through the existing integrated lines and equipment that cannot
economically be separated readily so as to be capable of providing separate service to the
Demised Premises. It is further understood that wastewater treatment service is not readily
available from any other provider.




          (ii) During the term of this Lease, Landlord shall supply wastewater treatment service to
the Demised Premises in a manner comparable to which such service was provided to the Demised
Premises immediately prior to the Commencement Date, subject to adjustment for recognized
cyclical or seasonal volume.











 



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          (iii) The charge for wastewater treatment service shall be based on an assessment arrived at
in a manner fully consistent with the assessment conducted prior to the Commencement Date, which is
based on total water delivery to the Demised Premises in the relevant period, and an estimate of
the Demised Premises’ requirement for wastewater treatment together with any supplementary charges
imposed as a result of the delivery of overstrength waters from the Demised Premises. Supplementary
charges shall be imposed in a manner fully consistent with the manner in which they have been
imposed prior to the Commencement Date. The charges for wastewater treatment service have been
included as part of the environmental management services charge, which shall be paid in accordance
with the provisions of the Administrative Services Agreement between the Landlord and Tenant dated
as of April 30, 2000 (the “ASA”).




          (iv) Tenant will take no steps which compromise the compliance status of the wastewater
treatment plant or its ability to perform the services for which it was designed. Tenant will give
notice to Landlord of all proposed changes to product, product components, or manufacturing
processes which are likely to have environmental implications, or implications for the viability or
compliance status of the wastewater treatment plant prior to implementation (which changes shall be
subject to Landlord’s prior written approval, acting reasonably), and sufficiently in advance of
implementation to permit the impact of the proposed changes to be fully assessed and accounted for.
Landlord hereby approves the compliance status of products and manufacturing processes currently in
use at the Demised Premises.




     (k) Security Services



          The Landlord shall provide security services for the Building to the same standard as
immediately prior to the Commencement Date subject to Tenant receiving the necessary approvals and
executing any acknowledgements reasonably required by the security provider to the extent required
by agreements between the security provider and Landlord. Tenant shall pay to Landlord its
proportionate share of such security services having regard to the square footage of the Demised
Premises relative to the square footage of all buildings in the Complex to which Landlord provides
such services. Tenant shall pay Landlord for such services in accordance with the provisions of
the ASA.




     (l) General



          With respect to all Landlord’s Services:




          (i) All Landlord’s Services are provided on a commercially reasonable best efforts basis.




          (ii) Although Landlord will use commercially reasonable best efforts to provide Landlord’s
Services as required pursuant to the terms of this Section 6, Landlord makes no guarantees,
warranties, representations or commitments with respect to the quantity under/or quality of the
service to be provided, except as expressly provided herein. Landlord shall provide Landlord’s
Services to Tenant hereunder on substantially the same basis as to quality and quantity as such
services are supplied to the other portions of the Complex but not of less quantity or quality
than that supplied to the Demised Premises on the Commencement Date











 



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unless the quantity or quality supplied to the remainder of the Complex decreases to the same
extent.




          (iii) All Landlord’s Services shall be provided subject to the provisions of Section 29(d)
hereof.




          (iv) Upon Tenant’s written request, Landlord shall provide to Tenant reasonable supporting
documentation relating to Landlord’s computation of the Services Rent. Tenant acknowledges that
should Landlord’s costs of providing Landlord’s Services increase, the cost to Tenant for
Landlord’s Services shall increase accordingly. During the term of the Lease and during the one
year period thereafter, Landlord agrees to maintain back-up documentation, bills and invoices
sufficient to verify to Tenant the Services Rent and will provide copies to Tenant once annually
upon request within 90 days following calendar year end.




          (v) Tenant acknowledges and agrees that the providing of Landlord’s Services by Landlord to
Tenant does not constitute Landlord being a “public utility” or “regulated entity” and that
Tenant is estopped during the term of this Lease or thereafter from asserting that Landlord is
or was a “public utility” or “regulated entity” by virtue of Landlord providing any such
Landlord’s Services to Tenant.




          (vi) None of Landlord’s Services shall be supplied by Tenant to or shared by Tenant with
any third party and Tenant’s right to receive the same is not assignable; provided, however,
that other parties permitted to utilize or otherwise conduct business in the Demised Premises
hereunder may utilize such services, together with Tenant.




          (vii) Notwithstanding anything to the contrary contained in this Section 6, Tenant shall pay
to Landlord, if paid by Landlord, or be responsible for timely payment of any direct or indirectly
allocable properly documented sales, use, services or other taxes imposed by any governmental
authority which may be assessed or levied against Landlord or Tenant relating to supply of
Landlord’s Services, as the circumstances may require. Such taxes shall not, however, include any
income, excess profits or franchise taxes nor any environmental assessment attributable to the
Demised Premises.




          (viii) Landlord shall have the right upon reasonable prior written notice to Tenant to
terminate any Landlord’s Services being provided by Landlord to Tenant pursuant to this Section
6 if (A) it is determined by any court or regulatory agency that Landlord is not permitted to
provide any such Landlord’s Services, or (B) any action, investigation or inquiry by any person,
entity or regulatory agency is made or initiated which alleges that Landlord is not permitted to
provide any such Landlord’s Services and such allegation is reasonably likely to be proven true.
If Landlord cannot provide any such Landlord’s Services and Tenant, after employing commercially
reasonable best efforts is unable to obtain such services from another provider. Landlord and
Tenant agree to negotiate in good faith to determine an appropriate solution with a view to
minimizing the financial impact on both parties. Such negotiation may include a discussion of
the termination of this Lease and may include a discussion of the payment by Landlord to Tenant
of a reasonable relocation allowance.











 



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          (ix) It is understood and agreed that occasional shutdowns of service described herein may be
required for regularly scheduled or emergency non-routine maintenance services or during periods of
non-supply to Landlord from its supplier of the services described herein. Except for emergencies
or periods of non-supply to Landlord from its suppliers, the time and duration of such shutdowns
for regularly scheduled maintenance will be scheduled by mutual agreement, but if the parties are
unable to agree, the reasonable determination of Landlord shall be binding upon the parties;
provided, that in connection therewith, Landlord will not discriminate against Tenant and will make
commercially reasonable best efforts not to unreasonably interfere with Tenant’s operations in the
Demised Premises.




          (x) Notwithstanding anything herein contained to the contrary, but subject to the provisions
of Section 6(l)(ii) hereof, Landlord shall not be liable for any damage whatsoever caused by any
interruption to or for the quantity or quality of any of the services to be provided by Landlord
to Tenant pursuant to this Section 6 for reasons other than those attributable solely to
Landlord’s gross negligence or wilful misconduct hereunder nor shall Landlord be liable for any
damage on the Demised Premises due to any defect, insufficiency, deterioration or corrosion of any
Complex Utility Lines or other facilities for reasons other than those attributable solely to
Landlord’s gross negligence or wilful misconduct hereunder provided, however, that under no
circumstances shall Landlord ever be liable for any liability described in Section 29(n) hereof.
Tenant’s sole and exclusive remedy for the failure of Landlord to supply any services to be
provided under this Lease for reasons other than those attributable solely to Landlord’s gross
negligence or wilful misconduct hereunder shall be the right set forth in Section 22 and the right
to withhold payment of Services Rent for such Landlord’s Services not so supplied and to seek
specific performance and other injunctive relief provided, however, that under no circumstances
shall Landlord ever be liable for any liability described in Section 29(n) hereof.




          (xi) If it becomes commercially practicable for Tenant to obtain any Landlord’s Services
directly, then upon reasonable prior written notice to and consent of Landlord (which consent may
be arbitrarily withheld if termination will result in any cost or penalty to Landlord or breach of
contract by Landlord) Tenant may terminate Landlord’s obligation to provide the Landlord’s Services
in question and Landlord shall (to the extent reasonably practicable) permit Tenant to utilize any
facilities previously used for the provision of such service to the Demised Premises at Tenant’s
expense.




          (xii) Tenant shall cooperate with Landlord to obtain any necessary consents and provide such
further documents or instruments as may be reasonably necessary or desirable to carry out the
provisions under this Lease.




Section 7. LANDLORD’S MAINTENANCE OBLIGATIONS




     (a) Landlord shall, at Landlord’s sole cost and expense, repair and maintain and operate and
replace (provided replacement shall be required only if repair is not a commercially practicable
alternative in light of factors such as the length of term and the risk to Tenant’s business
operations should repair be inadequate and provided that Landlord has the right to factor the
short term nature of the Lease and the economics of replacement into its decision about what is an
appropriate replacement) the Complex Utility Lines and pipes in such a manner so that Landlord may
supply Landlord’s Services to Tenant.









 



- 14 -


     (b) Landlord shall at Landlord’s sole cost and expense repair and maintain and replace
(provided replacement shall be required only if repair is not a commercially practicable
alternative in light of factors such as the length of term and the potential detrimental effect of
repair on Tenant’s business operations should repair be inadequate and provided that Landlord has
the right to factor the short term nature of the Lease and the economics of replacement into its
decision about what is an appropriate replacement) both the Common Areas, as hereinafter defined,
upon the Complex and the Demised Premises in such condition as is consistent with past practices
and procedures of Landlord and considering the age and condition of such Common Areas and Demised
Premises subject in each case to reasonable wear and tear, any gross negligence or wilful
misconduct on the part of Tenant or those for whom the Tenant is at law responsible (which shall
be the responsibility of the Tenant), and (subject to Section 17 hereof) any damage caused by
fire, the elements or other casualty.



     (c) Landlord shall at its cost repair and maintain and replace (provided replacement shall be
required only if repair is not a commercially practicable alternative in light of factors such as
the length of term and the risk to Tenant’s business operations should repair be inadequate and
provided that Landlord has the right to factor the short term nature of the Lease and the
economics of replacement into its decision about what is an appropriate replacement) the Building
structure, roof and utility systems owned by Landlord (which do not exclusively serve the Demised
Premises), and other improvements of a capital nature to the extent required to serve the Demised
Premises so as to maintain same in such condition as is consistent with past practices and
procedures of Landlord and considering the age and condition of the Building, subject to
reasonable wear and tear, any gross negligence act or wilful misconduct of Tenant or those for
whom it is in law responsible (which shall be Tenant’s responsibility) and (subject to Section 17
hereof) any damage caused by fire, the elements or other casualty.



Section 8. ALTERATIONS, ADDITIONS, MAINTENANCE AND REPAIRS




     (a) Tenant shall have the right, at its own cost and expense, to make any interior,
non-structural alterations to the Demised Premises at any time and from time to time, as Tenant
shall from time to time determine, provided that (i) the same shall be in compliance with all then
applicable building codes, laws and ordinances; (ii) the construction and/or existence of such
improvement shall not adversely affect Landlord’s operations upon the Complex and/or any of the
Complex Utility Lines (which Tenant may relocate at its cost and expense, in a manner which does
not disrupt service and subject to Landlord’s prior written approval); (iii) the construction
and/or existence of any such improvement shall not increase the cost of Landlord supplying
Landlord’s Services to Tenant pursuant to Section 6 hereof, unless Tenant agrees to pay all such
increased costs in full, and in no event shall the construction and/or existence of any such
improvement increase the cost of Landlord supplying such services to the remainder of the Complex;
and (iv) where the Alteration Cost (as hereinafter defined) exceeds $100,000.00, Tenant must
provide Landlord with plans and specifications for such alterations, which plans and specifications
shall be subject to the approval of Landlord, such approval not to be unreasonably withheld or
delayed ( “Alteration Cost” shall mean the cost of the total design, construction and related
services required to complete the alteration in its entirety and shall include all phases or
components of an alteration whether completed in stages or at different times.) In no event shall
Landlord have any obligation to perform any work or expend any amounts in connection with










 



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any such construction by Tenant, Tenant shall not make any exterior or structural alterations to
the Building without Landlord’s prior written consent.




     (b) Upon the expiration or earlier termination of the term of this Lease, Tenant shall
surrender the Demised Premises together with alterations, additions and improvements made by Tenant
in accordance with the terms of this Lease, in good order and condition, ordinary wear and tear and
loss or damage by fire, the elements or other casualty (subject to the provisions of Section 17
hereof), and with all of Tenant’s machinery, equipment, trade fixtures and personal property
removed from the Demised Premises. Tenant shall leave the Demised Premises in a clean and safe
condition plating over or barricading all pits, trenches or other openings in the floor and
removing all conduits, pipes and ducts other than the Complex Utility Lines to a height of fifteen
(15) feet above floor level. Tenant shall also remove and dispose of all waste arising from
Tenant’s process operations at the Demised Premises and pump and dispose of all oil, waste water
and other liquids from trenches, pipe and lines and conduits on the Demised Premises, all in
accordance with applicable law and with Section 28 hereof.



     (c) Except as set forth in Section 7 and except where such obligation may be performed by
employees of the Landlord pursuant to 

Section 4(f), Tenant shall, at all times and during the term
of this Lease, at its sole cost and expense, keep and maintain or cause to be kept and maintained
in good repair, order and condition consistent with the past practices and procedures of Landlord
and considering the age and condition of the Demised Premises upon the Commencement Date, the
remainder of the Demised Premises.



Section 9. REQUIREMENTS OF PUBLIC AUTHORITY




     (a) Subject to the provisions of Section 9(e) hereof, during the term of this Lease, Tenant
shall, at its own cost and expense, promptly observe and comply with all present and future laws,
ordinances, requirements, orders, directives, rules and regulations of the Federal, Provincial,
Municipal and City Governments and of all the governmental authorities affecting the Demised
Premises or appurtenances thereto or any part thereof whether the same are in force at the
commencement of the term of this Lease or may in the future be passed, enacted or directed, and
Tenant shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims and
demands, including reasonable counsel, consultant and expert fees, that may in any manner arise
out of or be imposed because of the failure of Tenant to comply with the covenants of this Section
9. Notwithstanding the foregoing, Tenant shall not be required to so comply to the extent such
laws, ordinances, etc. require changes to improvements or facilities which Landlord is obligated
to maintain under Section 7, or require changes to facilities used for the provision of Landlord’s
Services; instead, Landlord shall be required to so comply with such laws, ordinances, etc.
provided, however, Tenant shall comply with laws, ordinances etc. requiring changes to mechanical
and electrical facilities exclusively serving the Demised Premises if such changes are required
due to Tenant’s particular manner of use of the Demised Premises (as opposed to general
manufacturing use).



     (b) Subject to the provisions of Section 9(e) hereof, during the term of this Lease, Landlord
shall, at its own cost and expense, promptly observe and comply with all present and future laws,
ordinances, requirements, orders, directives, rules and regulations of the Federal, Provincial,
Municipal and City Governments and of all the governmental authorities affecting









 



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the Complex (excluding the Demised Premises) whether the same are in force at the commencement of
the term of this Lease or may in the future be passed, enacted or directed, and Landlord shall pay
all costs, expenses, liabilities, losses, damages, fines, penalties, claims and demands, including
reasonable counsel, consultant and expert fees, that may in any manner arise out of or be imposed
because of the failure of Landlord to comply with the covenants of this Section 9, but only to the
extent that Landlord’s failure to comply will have a material adverse effect on Tenant’s use of
the Demised Premises and Common Areas.




     (c) Subject to the provisions of Section 9(e) hereof, Tenant shall have the right to contest
by appropriate legal proceedings diligently conducted in good faith, in the name of Tenant,
without cost or expense to Landlord, the validity of application of any law, ordinance, rule,
regulation or requirement of the nature referred to in Section 9(a) hereof and, if by the terms of
any such laws, ordinance, order, rule, regulation or requirement, compliance therewith may legally
be delayed pending the prosecution of any such proceeding.



     (d) Subject to the provisions of Section 9(e) hereof, Landlord agrees to within a reasonable
period of time execute and deliver any appropriate papers or other instruments which may be
necessary or proper to permit Tenant so to contest the validity or application of any such law,
ordinance, order, rule, regulation or requirement and to fully cooperate with Tenant in such
contest.



     (e) Notwithstanding the foregoing provisions of this Section 9, the provisions of this
Section 9 shall not be applicable with respect to: (i) environmental matters to the extent that
the Landlord is responsible for such matters pursuant to Section 28 hereof and (ii) unless Tenant
is preventing same, the services performed by Landlord or its affiliates under the Oshawa Labour
and Management Services Agreement or the ASA which shall be governed by the provisions set out
therein; or (iii) any breach of this Section 9 resulting from performance by employees of the
Landlord pursuant to Section 4(f) hereof.



Section 10. COVENANT AGAINST LIENS




     (a) If because of any act or omission of Tenant, any construction lien or other lien, charge
or order for the payment of money shall be filed against Landlord or any portion of the Demised
Premises, Tenant shall, at its sole cost and expense, cause the same to be discharged of record or
bonded within thirty (30) days after written notice from Landlord to Tenant of the filing thereof;
and Tenant shall indemnify and save harmless Landlord against and from all costs, liabilities,
suits, penalties, claims and demands, including reasonable counsel fees, resulting therefrom,
except to the extent any failure to do so results from Landlord’s failure to perform under the
Oshawa Labour and Management Services Agreement or the ASA, unless Tenant is preventing such
performance.



     (b) Notwithstanding the foregoing, the provisions of this Section 10(a) shall not be
applicable to any liens arising with respect to environmental matters to the extent that the
Landlord is responsible for such matters pursuant to Section 28 hereof. These matters shall be
governed by the provisions of Section 28 hereof.









 



- 17 -


     (c) Provided Tenant is not in default under this Lease, at the request of Tenant Landlord shall
execute and deliver in favour of an arms length lender providing financing to Tenant upon the
security of Tenant’s machinery, equipment, inventory, trade fixtures and other personal property,
postponements of any statutory and/or common law rights of distraint granted to Landlord against
such of Tenant’s machinery, equipment, inventory, trade fixtures and other personal property
located in or about the Demised Premises, in a form approved by Landlord which approval shall not
be unreasonably withheld or delayed



Section 11. RIGHT OF ENTRY




          Landlord or Landlord’s agent shall have the right to enter the Demised Premises at all
reasonable times or examine the same upon twenty-four (24) hours’ written notice (except in an
emergency), and to cure Tenant’s failure to repair and maintain the Demised Premises in accordance
with Section 8 hereof after reasonable written notice and an opportunity to cure (except in
emergencies), and, Landlord shall be allowed to take all material into and upon the Demised
Premises that may be required therefor without the same constituting an eviction of Tenant in whole
or in part, and the rent reserved shall in no way abate while said repairs and alterations are
being made, by reason of loss or interruption of business of Tenant, or otherwise. Tenant shall
have the right to have its employees accompany Landlord or its agents when in the Demised Premises
(unless impractical in an emergency situation).




Section 12. ASSIGNMENT AND SUBLETTING




     (a) Tenant agrees not to assign, mortgage, encumber or in any manner transfer, in whole or in
part, this Lease or any estate or interest therein, and not to sublet the Demised Premises or any
part or parts thereof without Landlord’s consent, which Landlord may grant or withhold in its sole
and absolute discretion. Any transfer, assignment or subletting in violation of this Section 12(a)
shall be void. Consent by Landlord to one or more assignments of this Lease or to one or more
subletting of the Demised Premises shall not operate to exhaust Landlord’s rights under this
Section 12.



     (b) Tenant acknowledges the special relationship between Landlord and Tenant which exists
under the Lease and numerous other agreements between the Parties and further acknowledges that
but for these relationships Landlord would not have entered into this Lease. Therefore, Tenant
agrees to the provisions of this Section 12 as being fair and reasonable and binding upon Tenant.



Section 13. SIGNS




          Subject to Landlord’s prior written approval thereof not to be unreasonably withheld or
delayed and subject to compliance with all requirements of any governmental authorities, Tenant
shall have the right to install, maintain and replace signage in, on or over the Demised Premises
and shall be granted street, building and directional signage consistent with the types of signage
used by Landlord for Landlord’s operations with sizes, types and locations to be mutually agreed
upon in good faith (but no other signs or advertising matter other than usual traffic control and
directional, safety, environmental and similar signs), and Tenant shall comply with any applicable
requirements of any governmental authorities having jurisdiction











 



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and shall obtain any necessary permits for such purposes. Such signs shall be similar in size and
design with the other comparable signs on the Complex. Subject to the foregoing, Tenant shall be
granted the right to install, maintain and replace signage in the Complex to the extent signage
shall be of the types, and shall be in the locations, as the signage utilized for the operations in
the Demised Premises prior to the Commencement Date. Failing agreement by Landlord and Tenant
regarding the size, type and location of such signs, the reasonable determination of Landlord shall
be binding.




Section 14. COVENANT TO HOLD HARMLESS




     (a) Tenant covenants to indemnify Landlord, and save it harmless, from and against any and all
claims, actions, damages, liability and expense, including legal fees, in connection with loss of
life, personal injury and/or damage to property (i) arising from or out of any occurrence in, upon
or at the Demised Premises; or (ii) arising from or out of the occupancy or use by Tenant, Tenant’s
agents, contractors, employees, servants, customers, licensees or invitees, of the Demised Premises
or Common Areas or any part thereof; or (iii) occasioned wholly or in part by any act or omission
of Tenant, its agents, contractors, employees, servants, customers, licensees or invitees. Landlord
shall not be responsible or liable for any damage or injury to any property, fixtures, buildings or
other improvement, or to any person or persons, at any time on the Demised Premises, including any
damage or injury to Tenant or to any of Tenant’s agents, contractors, employees, servants,
customers, licensees or invitees. The foregoing indemnity and hold harmless obligations of Tenant
and exculpation of Landlord shall not apply to any occurrence to the extent resulting from (i) the
gross negligence or wilful misconduct of Landlord, its agents, contractors, employees, servants,
customers, licensees or invitees or (ii) acts or omissions of Landlord, Landlord’s agents,
contractors, employees, servants, licensees or invitees in connection with services provided under
Sections 4(f) or 28 hereof, the Oshawa Labour and Management Services Agreement or the ASA; and
Landlord will indemnify and hold harmless Tenant to such extent. Provided however that Tenant
acknowledges that it shall nevertheless be liable for the acts and/or omissions of third party
contractors and for the gross negligence and/or willful misconduct of Tenant and its affiliates.
Notwithstanding the foregoing, under no circumstances shall Tenant ever be liable for any
consequential damages or economic loss.



     (b) Save as set out in Section 14(a) as to Tenant’s obligation to indemnify, Landlord
covenants to indemnify Tenant, and save it harmless, from and against any and all claims, actions,
damages, liability and expense, including legal fees, in connection with loss of life, personal
injury and/or damage to property which are attributable solely to the gross negligence or wilful
misconduct of Landlord: (i) arising from or out of any occurrence in, upon or at the Common Areas
or the occupancy or use by Landlord, Landlord’s agents, contractors, employees, servants,
customers, licensees or invitees, of the Common Areas or any part thereof, or (ii) occasioned
wholly or in part by any act or omission of Landlord, its agents, contractors, employees,
servants, customers, licensees or invitees. Notwithstanding the foregoing, under no circumstances
shall Landlord ever be liable for any consequential damages or economic loss.









 



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Section 15. INSURANCE




     (a) Landlord shall, during the Term, self-insure or maintain insurance on the Complex,
including the Building and the Common Areas, in accordance with Landlord’s usual procedure (the
“Casualty Policy”) and Tenant shall pay to Landlord Tenant’s proportionate share of all costs of
such insurance with respect to each calendar year (or part thereof) during the term but only for
such costs that relate to the Building (e.g., no additional charge for Common Areas). Tenant’s
proportionate share of the costs of such insurance shall be determined by the Landlord on a fair
and equitable basis having regard to the square footage of the Demised Premises relative to the
square footage of the Complex and the allocation to the Tenant of the Landlord’s costs of
self-insurance shall be done in a manner which is consistent with that done by the Landlord prior
to the Commencement Date. Landlord shall compute Tenant’s proportionate share of the costs of such
insurance and shall deliver to Tenant upon Tenant’s written request reasonable supporting
documentation sufficient to verify to Tenant the computation of Tenant’s proportionate share.



     (b) During the term of this Lease, Tenant shall obtain and maintain pursuant to the terms of
this Lease, at its sole cost and expense, insurance against fire, vandalism, windstorm, explosion,
smoke damage, malicious mischief, and such other perils as are from time to time included in all
risks policy, insuring Tenant’s merchandise, trade fixtures, furnishings, equipment and all other
items of personal property of Tenant located on or within the Demised Premises, in an amount
equal to not less than one hundred percent (100%) of the actual replacement cost thereof and to
furnish Landlord with a certificate evidencing such coverage. Tenant shall not carry any stock of
goods or do anything in or about the Demised Premises, which will in any way invalidate any of
Landlord’s insurance policies on the Complex. If Tenant’s manner of use with respect to the
Demised Premises increases Landlord’s insurance rates, Tenant will pay for such increases in
Landlord’s insurance rates. If Tenant installs any electrical equipment that overloads the lines
in the Demised Premises, Tenant shall at its own expense make whatever changes are necessary to
comply with the requirements of the insurance underwriters and governmental authorities having
jurisdiction. All property kept, stored or maintained within the Demised Premises by Tenant shall
be at Tenant’s sole risk.



     (c) During the term of this Lease, Tenant shall obtain and maintain pursuant to the terms of
this Lease, at its sole cost and expense, the following types of insurance, with the minimum
limits as set forth below:



          (i) Commercial General Liability, including products completed operations and contractual
liability, at a limit of not less than Five Million Dollars ($5,000,000) per occurrence for
personal injury and property damage combined.




          (ii) Comprehensive Automobile Liability covering all owned, hired, and nonowned vehicles at a
limit of not less than Five Million Dollars ($5,000,000) per occurrence for personal injury and
property damage combined, including all statutory coverages.




     (d) The insurance provided for in Sections 15(a), (b) and (c) hereof may be subject to
reasonable deductibles and the insurance provided for in Section 15(b) may, subject to Landlord’s
prior written approval, which may be given in Landlord’s sole discretion, be made by









 



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way of self-insurance, considering the financial condition, size and type of business conducted by
Tenant in the Demised Premises, provided, that no such deductible shall exceed One Million United
States Dollars (U.S.$1,000,000) per occurrence. Notwithstanding the foregoing, the Landlord will
grant approval for self-insurance and will grant approval for reasonable increases in the
deductible, in each case, so long as the Tenant is a wholly-owned subsidiary of Delphi Automotive
Systems Corporation (the “Parent”) and Parent has entered into an agreement with the Landlord
acknowledging the responsibility of Parent to pay claims under such self-insurance and to cover
such increase in deductible, in form and substance acceptable to the Landlord, acting reasonably.




     (e) From time to time during the term of this Lease, at Landlord’s request, Tenant shall (A)
procure, pay for and keep in full force and effect such other insurance as Landlord shall
reasonably require, and (B) increase the limits of such insurance as Landlord shall reasonably
require; provided, however such other insurance and increased limits shall be those then being
maintained by prudent operators of comparable facilities and considering the financial condition of
the Tenant, size and type of business conducted on the Demised Premises by Tenant and in no event
shall Tenant be required to carry casualty insurance in excess of the full replacement cost of the
Demised Premises, and, unless required by applicable law, Landlord shall not have the right to
require Tenant to obtain Pollution Legal Liability Insurance.



     (f) Tenant shall provide Landlord with a certificate of insurance evidencing Landlord and its
parent as an additional insured for all above mentioned coverages except Workers Compensation and
Employers Liability for all activities connected with this Lease and/or the Demised Premises and
stating that the above listed insurance is primary to any coverage that may be available to
Landlord. Each such policy shall provide that the insurer shall provide at least thirty (30) days
prior written notice to Landlord of cancellation, modification, or material change to any policy.
Such certificate shall be in a form acceptable to, and underwritten by insurance company(ies) with
a Best rating of at least A:VII, if possible and in no event lower than a “B” rating. The purchase
of appropriate insurance coverage by Tenant or the furnishing of certificates of insurance shall
not release Tenant from its obligations or liabilities under this Lease.



Section 16. WAIVER OF SUBROGATION




          Landlord shall cause each insurance policy carried by Landlord, if any, insuring the Demised
Premises and Complex against loss by fire and causes covered by all risks hazard insurance coverage
or insuring Landlord’s personal property and Tenant shall cause each insurance policy carried by
Tenant and insuring the Demised Premises and its merchandise, trade fixtures, furnishings,
equipment and all other items of personal property, against loss by fire and causes covered by such
all risks coverage, to be written in a manner so as to provide that the insurance company waives
all right of recovery by way of subrogation against the Landlord or Tenant as the case may be in
connection with any loss or damage covered by any such policies. Subject to obtaining consent, if
any, required from the insurer, each party (the “Releasing Party”) hereby releases the other from
any loss or damage caused by fire or any of the risks insurable under all risks casualty insurance.
If the release of either Landlord or Tenant, as set forth in the second sentence of this Section
16, shall contravene any law with respect to exculpatory










 



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agreements, the liability of the party in question shall be deemed not released but shall be deemed
secondary to the latter’s insurance.




Section 17. DAMAGE AND DESTRUCTION




     (a) In the event the improvements upon the Demised Premises and/or the Building are damaged
or destroyed by a fire or other casualty, subject to the provisions of Section 17(c) hereof,
Landlord shall repair, restore and rebuild such improvements in an expeditious manner to the prior
condition and such repair, restoration and rebuilding shall be subject to the provisions of
Section 8 hereof. Notwithstanding anything herein contained to the contrary, Landlord shall not be
required to repair, restore and/or rebuild the entire Building or to repair, restore and/or
rebuild any portion of the Building so that the same is the same as or similar to the Building
prior to such damage or destruction, but Landlord shall remove all debris and Hazardous Materials,
cause the Demised Premises to be in a safe and sightly condition and repair, restore and rebuild
the Complex Utility Lines unless Landlord shall elect in writing to relocate the same. There shall
be no abatement in the basic rental or any additional rental as a result of any such damage or
destruction, provided, however, to the extent Tenant ceases utilizing Landlord’s Services in total
during such repair, restoration and rebuilding, the Service Rent during such period shall be
abated.



     (b) Notwithstanding anything herein contained to the contrary, Tenant may, subject to
Landlord’s prior approval (not to be unreasonably withheld or delayed), make alterations, additions
and/or modifications to the Demised Premises being so repaired, restored and rebuilt so long as the
cost thereof does not exceed the cost of repair, restoring and rebuilding the Demised Premises as
then covered by the Casualty Policy. If the proceeds of the Casualty Policy shall exceed the cost
of such repair, restoration and rebuilding (after payment of such deductible), such excess shall be
paid to Landlord upon the completion of such repair, restoration and rebuilding. Notwithstanding
anything herein contained to the contrary, Landlord shall have absolutely no obligation or
responsibility to repair, restore or replace or contribute to the cost of the repair, restoration
or replacement of any of Tenant’s merchandise, trade fixtures, furnishings, equipment or any other
items of personal property and Tenant shall be fully responsible therefor.



     (c) (i) Notwithstanding anything herein contained to the contrary, if the Demised Premises
and/or the Building shall be damaged or destroyed by fire or other casualty covered by the
Casualty Policy such that 35% or more in area of either the Demised Premises or the Building is
rendered unfit for use, or if the Demised Premises and/or Building shall be damaged or destroyed
by fire or other casualty not covered by the Casualty Policy such that 35% or more in area of
either the Demised Premises or the Building is rendered unfit for use, Tenant or Landlord shall
have the right to terminate this Lease by written notice to the other within ninety (90) days
after the date of such fire or other casualty. The party giving such notice must also submit a
statement certified by an architect, together with appropriate supporting data.



          (ii) If Tenant shall elect to terminate this Lease pursuant to Section 17(c)(i) hereof,
Tenant shall, subject to the extent of the proceeds of insurance which are recoverable for such
purpose, pay to Landlord the cost of demolishing all improvements upon the Demised Premises in
accordance with plans and specification therefor approved by Landlord, provided that, at
Landlord’s request, Tenant shall make provision for the repair and restoration of the










 



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Complex Utility Lines so damaged or destroyed and for the retention of the Complex Utility Lines
which were not so damaged or destroyed.




     (iii) If Tenant shall so elect to terminate this Lease pursuant to Section 17(c)(i) hereof
and if such fire or other casualty is covered by the Casualty Policy, Tenant shall pay the cost of
such demolition up to the amount of the then current deductible under the Casualty Policy and if
the proceeds of the Casualty Policy are insufficient, all costs in excess of the proceeds of the
Casualty Policy. If the amount of the proceeds of the Casualty Policy, exceed the cost of such
demolition (after payment of such deductible by Tenant), the balance of such excess shall be paid
to Landlord upon the completion of such demolition. If Tenant shall so elect to terminate this
Lease pursuant to Section 17(c)(i) hereof and if such fire or other casualty is not covered by the
Casualty Policy, Tenant shall, subject to the extent of the proceeds of insurance which are
recoverable for such purpose, pay all costs and expenses of demolishing the improvements upon the
Demised Premises.



Section 18. EXPROPRIATION




     (a) If the whole of the Demised Premises shall be taken for any public or quasi-public
purpose under any statute or by right of expropriation or by private purchase in lieu thereof,
then the Lease shall automatically terminate as of the date possession has been taken.



     (b) (i) If more than twenty-five percent (25%) of the Building or so much of the Demised
Premises shall be so taken so that Tenant cannot reasonably operate from the Demised Premises, as
reasonably determined by Tenant, Tenant or Landlord shall have the right to terminate this Lease
as of the date possession has been taken. This right shall be exercised by Landlord or Tenant, as
the case may be, if at all, within ninety (90) days after notice of such taking is received by the
other party.



          (ii) If Tenant shall elect to so terminate this Lease pursuant to Section 18(b)(i) hereof,
Tenant shall, subject to the extent of the proceeds of any expropriation award which are
recoverable for such purpose, pay to Landlord the cost of demolishing all improvements upon the
Demised Premises in accordance with plans and specifications approved by Landlord; provided that,
at Landlord request, Tenant shall make provision for the relocation, repair and restoration of the
Complex Unity Lines affected thereby, and provided, further, that a portion of the condemnation
award shall be made available to Tenant for such demolition as hereinafter provided.




     (c) If the Lease is not terminated pursuant to Sections 18(a) or (b)(i) hereof, Landlord
shall, at Tenant’s sole cost and expense, make all repairs to the Demised Premises affected by
such taking (or purchase) to the extent necessary to restore the same to a complete architectural
unit (to the extent permitted, however, taking into consideration the amount of the Demised
Premises remaining after any such taking or purchase); provided, however, that a portion of the
expropriation award shall be made available to Tenant for such demolition as hereinafter provided.



     (d) If Tenant shall be required to pay to Landlord the cost of demolishing the improvements
upon the Demised Premises pursuant to Section 18(b)(ii) hereof or if the













 





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improvements are restored pursuant to Section 18(c) hereof, that portion of the expropriation award
received by Landlord relating to the taking of the improvements upon the Demised Premises and any
such demolition and restoration (but not any portion of the award relating to the taking of any
land) shall be made available to Tenant up to the reasonable cost of such demolition or restoration
in the manner provided in Section 17(b) hereof for the disbursement of proceeds of the Casualty
Policy (without regard to any deductible).




     (e) Subject to the Provisions of Sections 18(b)(ii), (c) and(d)(i) hereof, all damages
awarded for such taking under the power of expropriation (or purchase in lieu thereof), whether
for the whole or a part of the Demised Premises, shall belong to and be the property of Landlord,
whether such damages shall be awarded as compensation for diminution in value to the leasehold or
the fee of the Demised Premises; provided, however, that Tenant and not Landlord shall be entitled
to the award made for depreciation to and the cost of removal of, Tenant’s stock and trade
fixtures, equipment and other personal property, moving expenses, loss of business and good will
and related expenses. The termination of this Lease pursuant to this Section 18 shall not affect
Tenant’s rights to such award.



Section 19. ESTOPPEL CERTIFICATE




     Each of Landlord and Tenant agrees within thirty (30) days after request therefor by the
other to execute and deliver to the other a statement, in writing, certifying to the other and/or
any party designated by the other that this Lease is in full force and effect.



Section 20. ATTORNMENT AND SUBORDINATION




     (a) Tenant agrees that this Lease shall, at the request of Landlord, be subordinate to
any mortgages or deeds of trust that may be placed upon the Demised Premises after the date
hereof and to any and all advances to be made thereunder, and to the interest thereon, and all
renewals, replacements and extensions thereof, provided the mortgagee or trustee named in said
mortgages or trust deeds shall agree to recognize the Lease in the event of foreclosure if
tenant
is not in default beyond the applicable notice, grace or cure period and enter into a lease
directly
with Tenant, and as a condition precedent thereto enters into a Subordination, Non-Disturbance
and Attornment Agreement in form and substance reasonably approved by Tenant. Tenant also
agrees that any mortgagee or trustee may elect to have this Lease constitute a prior lien to
its
mortgage or deed of trust, and in the event of such election and upon notification by such
mortgagee or trustee to Tenant to that effect, this Lease shall be deemed a prior lien to the
said
mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of
said
mortgage or deed of trust. Tenant agrees, that upon the request of landlord, any mortgagee or
any trustee, it shall, without cost to Tenant, execute whatever instruments may be required to
carry out the intent of this Section 20, provided such instruments are approved by Tenant,
which
approval shall not be unreasonably withheld. Landlord represents and warrants to Tenant that
the Demised Premises is not subject to any mortgages or deeds of trust as of the Commencement
Date.



     (b) In the event any proceedings are brought for the foreclosure of, or in the event of
the conveyance of deed in lieu of foreclosure of, or in the event of exercise of the power of
sale
under, any mortgage made by Landlord covering the Demised Premises, Tenant hereby attorns









 




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to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to
the new owner whereby Tenant attorns to such successor in interest and recognizes such
successor as the Landlord under this Lease, subject to non-disturbance as provided for in
Section
20(a) hereof.




Section 21. DEFAULT OF TENANT




     (a) In the event (i) of any failure of Tenant to pay any rental or other charges due
hereunder for more than ten (10) business days after written notice of such default shall
have
been received by Tenant; or (ii) of any failure to perform any other of the terms, conditions
or
covenants of this Lease (other than the covenants for the payment of rent) to be observed or
performed by Tenant, including without limitation the failure of Tenant to maintain in effect
any licence or permit necessary for the use, occupancy or operation in the Demised Premises in
accordance with this Lease or a breach of Section 4 of this Lease concerning Tenant’s use of
the
Demised Premises, for more than twenty (20) days after written notice of such default shall
have
been received by Tenant (unless a shorter period is specified herein with respect to a
specific
failure); provided, however, that if the curing of such default shall reasonably require in
excess
of 20 days, Tenant shall not be deemed in default hereunder if Tenant shall commence to cure
such default within such 20 days period and thereafter diligently prosecutes such cure to
completion or (iii) Tenant shall abandon the Demised Premises prior to the last three (3)
months
of the term (provided that Tenant’s mere vacating of the Demised Premises shall not be deemed
to be abandonment provided that Tenant continues to pay rent and perform all obligations under
this Lease) or permits this Lease to be taken under any writ of execution; or (iv) Tenant
assigns, mortgages, sublets, encumbers or in any manner transfers the Demised Premises or its
interest in the Lease without Landlord’s consent; or (v) Tenant makes an assignment for the
benefit of creditors, allows any petition under the bankruptcy law, or the appointment of a
trustee or receiver of Tenant, or its assets, or the estate created hereby shall be taken in
execution or by other process of law or Tenant shall be adjudicated insolvent or bankrupt
pursuant to the provisions of any state or federal insolvency or bankruptcy act, or if a
receiver or trustee of the property of Tenant shall be appointed by reason of the insolvency or
inability of Tenant to pay its debts, or if any assignment shall be made of the property of
Tenant for the benefit of creditors; or (vi) Tenant shall be liquidated or dissolved or shall
begin proceedings towards its liquidation or dissolution, then, unless such failure is caused
directly or indirectly by the failure of the Landlord to provide the services under Section 28
hereof, the Oshawa Labour and Management Services Agreement or the ASA, or by the performance
or non-performance of employees of the Landlord pursuant to Section 4(f) hereof, Landlord,
besides other rights or remedies it may have, shall have the right to declare this Lease
terminated and the term ended and/or shall have the immediate right of re-entry and may remove
all persons and property from the Demised Premises and such property may be removed and stored
in a public warehouse or elsewhere at the cost of, and for the account of Tenant, without
evidence, of notice or resort to legal process and without being deemed guilty of trespass, or
becoming liable for any loss or damage which may be occasioned thereby.



     (b) Should Landlord elect to re-enter, as herein provided, or should it take possession
pursuant to legal proceedings or pursuant to any notice provided by law, it may either
terminate
this Lease or it may from time to time, without terminating this Lease, make such
alternations
and repairs as may be necessary in order to relet the Demised Premises, and relet the Demised
Premises or any part thereof for such term or terms (which may be for a term extending beyond









 




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the term of this Lease) and as such rental or rentals and upon such other terms and conditions as
Landlord in its sole and absolute discretion may deem advisable. Upon each such reletting all
rentals and other sums received by Landlord from such reletting shall be applied, first, to the
payment of any indebtedness other than rent due hereunder from Tenant to Landlord; second, to the
payment of any reasonable costs and expenses of such reletting, including reasonable brokerage
fees and attorneys’ fees and of reasonable costs of such alterations and repairs; third, to the
payment of rent and other changes due and unpaid hereunder; and the residue, if any, shall be
held by Landlord and applied in payment of future rent as the same may become due and payable
hereunder. If such rentals and other sums received from such reletting during any month be less
than that to be paid during that month by tenant hereunder, Tenant shall pay such deficiency to
Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall in no event be
entitled to any rent collected or payable upon any reletting, whether or not such rent shall
exceed the rent reserved in this Lease. No such re-entry or taking possession of the Demised
Premises by Landlord shall be construed as an election on its part to terminate this Lease unless
a written notice of such intention be given to Tenant or unless the termination thereof be
decreed by a court of competent jurisdiction. Notwithstanding any such reletting without
termination, Landlord may at any time hereafter elect to terminate this Lease for such previous
breach. Should Landlord at any time terminate this Lease for any breach, in addition to any other
remedies it may have, it may recover from Tenant all damages it may incur by reason of such
breach, including the cost of recovering the Demised Premises, and reasonable attorneys’ fees.




     (c) In case suit shall be brought for recovery of possession of the Demised Premises,
for the recovery of rent or any other amount due under the provisions of this Lease, or
because of
the breach of any other covenant herein contained on the part of either party to be kept or
performed, and a breach shall be established, the losing party shall pay to the prevailing
party all
expenses incurred therefor, including reasonably attorney’s, consultant’s and expert’s fees.



     (d) Notwithstanding anything herein contained to the contrary, if Tenant shall be in
default in the performance of any of the terms or provisions of this Lease and if Landlord
shall give to Tenant notice in writing of such default specifying the nature thereof, and it Tenant
shall fail to cure such default within the time provided in Section 21 (a) hereof or immediately if
such default requires emergency action, Landlord may, in addition to its other legal and equitable
remedies, cure such default for the account of and at the costs and expense of Tenant, and the
sums so expended by Landlord, including reasonable legal fees, shall be deemed to be
additional rent and shall be paid by Tenant on the day when Basic Rent shall next become due and payable.



Section 22. TENANT’S SELF HELP REMEDY




          In the event that Landlord does not undertake any repair, maintenance or replacement
detailed in Section 7 of this Lease, Tenant may perform such repair, maintenance or replacement
and set off the cost thereof against Basic Rent payable under the Lease provided that:




     (a) Tenant gives Landlord 30 days’ prior written notice specifying the nature of the
required repair, maintenance or replacement and the cost thereof; and









 




- 26 -


     (b) The failure to undertake such repair, maintenance or replacement would have a
material adverse effect on Tenant’s business operations.



          In the event that Landlord gives notice within 20 days next following receipt of such notice
from Tenant that Landlord disputes whether such repair, maintenance or replacement is necessary or
whether Landlord is responsible therefor pursuant to Section 7 or whether the cost thereof is
reasonable, the dispute shall be determined in accordance with Section 30 and Tenant shall have no
right to perform the repair, maintenance or replacement or set off the cost thereof against Basic
Rent.




Section 23. QUIET ENJOYMENT




          Upon payment by Tenant of the rent herein provided, and upon the observance and performance
of all the covenants, terms and conditions on Tenant’s part to be observed and performed, Tenant
shall peaceably and quietly hold and enjoy the Demised Premises for the term hereby demised
without hindrance or interruption by Landlord or any other person or persons lawfully or equitably
claiming by, through or under Landlord, subject, nevertheless, to the terms and conditions of
this Lease and any mortgages to which this Lease is subordinate (subject to the provisions of
Section 20(a) hereof) and all applicable laws and ordinances and charges therein.




Section 24. TENANT’S PROPERTY




     (a) Landlord shall not be responsible or liable to Tenant for any loss or damage or
injury to persons resulting to Tenant or its property from bursting, stoppage or leaking of
gas,
sewer, wastewater or steam pipes or for any damage or loss of property or injury to persons
within the Demised Premises from any cause whatsoever other than the gross negligence or
wilful default of Landlord, its agents, employees and contractors.



     (b) Tenant shall give prompt notice to Landlord in case of fire or accident in the
Demised Premises.



Section 25. HOLDING OVER




          Any holding over after the expiration of the term hereof with the consent of Landlord shall
be construed to be a tenancy from month to month (at the monthly rent including the Services Rent
and the Common Areas Charge herein specified), and shall otherwise be on the same terms and
conditions herein specified so far as applicable. In the event Tenant remains in possession of the
Demised Premises after the expiration of the term of this Lease without Landlord’s consent, Tenant
shall also pay to Landlord all damages sustained by Landlord as a result of retention of
possession of the Demised Premises after the expiration of the term of this Lease.




Section 26. COMMON AREAS




          For purposes of this Lease, the “Common Areas” shall be those areas of the Complex used in
common by Landlord and Tenant, including all areas and facilities used by Landlord and Tenant in
common on the date prior to the date of this Lease and shall include, without limitation, roads,
landscaped areas, parking areas (other than parking areas dedicated to










 




- 27 -

the use of one or more buildings), sidewalks, driveways, retention basins, loading areas, building
entrances and exits, restrooms, corridors, vestibules, lobbies, break rooms, locker rooms,
elevators, boardrooms, cafeterias and photocopying rooms. Subject to the provision of this Lease,
Landlord shall operate, maintain, and repair the Common Areas in a manner comparable to the manner
that Landlord operates, maintain and repairs the same on the date hereof.




Section 27. Intentionally Deleted.




Section 28. ENVIRONMENTAL MANAGEMENT SERVICES




     (a) Landlord shall continue to manage and retain liability and responsibility for all
environmental issues associated with the Demised Premises following the Commencement Date.
All reasonable costs incurred in the ordinary course of business, consistent with past
practice
associated with maintaining day-to-day environmental compliance (and not remediation) of the
Demised Premises which are not provided for in the Oshawa Labour and Management Services
Agreement, shall be borne by Tenant upon presentation of account in accordance with the
provisions of the ASA. All costs relating to remediation of the Demised Premises shall remain
the responsibility of Landlord. Landlord shall indemnify Tenant against any and all Losses
arising out of environmental contamination (including remediation) and non-compliance
(irrespective of whether the related contamination or non-compliance occurred prior to or
after
the Commencement Date), except the Tenant shall indemnify Landlord for any contamination
and non-compliance first occurring after the Commencement Date which is caused by the gross
negligence of Tenant.



     (b) The Parties contemplate that, in managing environmental issues at the Demised
Premises, Landlord will include the Demised Premises in all applicable environmental programs
in effect at the Complex including, without limiting the generality of the foregoing, all
programs
directed to auditing, due diligence, monitoring, testing, environmental reporting and
compliance
with applicable laws, permits or any and all such orders or directives issued by a competent
authority. Where changes to existing programs are required in order to effect enhanced
auditing,
due diligence, monitoring, testing, environmental reporting, compliance with applicable laws,
permits or any and all orders or directives, such changes shall be implemented by Landlord. It
is
also contemplated by the Parties that the Demised Premises will participate in all applicable
spill
prevention response activities following the Commencement Date in the ordinary course of
business, consistent with past practice, and that Tenant will be responsible for all
reasonable
costs of this kind attributable to the Demised Premises, payable by Tenant in accordance with
the
provisions of the ASA.



     (c) Tenant shall take no steps which compromise the compliance status of the
Demised Premises and shall give notice to Landlord of all proposed changes to product, product
components or manufacturing processes which are likely to have environmental implications, or
implications for compliance with relevant permits, orders or directives, prior to
implementation
(which changes shall be subject to Landlord’s prior written approval, acting reasonably), and
sufficiently in advance of implementation to permit the impact of the proposed changes to be
fully assessed.









 




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     (d) As used in this Section 28, “Losses” shall mean any claims, demands, actions,
causes of action, liabilities, damages, losses, costs or expenses (including
reasonable expenses of
investigation and reasonable consultants’ and solicitors’ fees and disbursements),
fines and
penalties.



     (e) It is contemplated by the Parties that the Demised Premises will be certified by a
third party as compliant with ISO 14000 EMS prior to January 1, 2002. Landlord shall
coordinate the implementation of the EMS, and Tenant shall pay all reasonable costs associated
with the implementation of the program, up to a maximum of US$ 40,000.



Section 29. MISCELLANEOUS




     (a) One or more waivers of any covenant or condition shall not be construed as a
waiver of a subsequent breach of the same covenant or condition, and the consent or
approval to
or of any act requiring consent or approval shall not be deemed to render
unnecessary consent or
approval to or of any subsequent similar act. No breach of a covenant or condition
of this Lease
shall be deemed to have been waived, unless such waiver be in writing signed by the
waiving
party.



     (b) This Lease and the Exhibits, and Rider, if any, attached hereto and forming a part
hereof, set forth all the covenants, promises, agreements, conditions and understandings
between
Landlord and Tenant concerning the Demised Premises and there are no covenants, promises,
agreements, conditions or understandings, either oral or written, between them other than are
herein set forth. Except as expressly set forth herein, Tenant has not relied upon any
representations of Landlord or its agents as an inducement to enter into this Lease. No
alternation, amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless reduced to writing and signed by each party.



     (c) Nothing contained herein or any other agreement between Landlord and Tenant
shall be deemed or construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent or of partnership or of joint venture between the
parties hereto it being understood and agreed that neither the method of computation of
rent, nor any other provision contained herein, nor any acts of the parties herein,
shall be deemed to create any relationship between the parties hereto other than the
relationship of Landlord and Tenant. Whenever herein the singular number is used, the
same shall include the plural, and the masculine gender shall include the feminine and
neuter genders.



     (d) In the event that either party hereto shall be delayed or hindered in or prevented
from the performance of any act required hereunder by reason of strikes, lockouts, labor
troubles,
inability to procure materials, failure of power, restrictive governmental laws or regulations,
riots, insurrection, war or other reason of a like nature not the fault of the party delayed in
performing work or doing acts required under the terms of this Lease, then performance of such
act shall be excused for the period of the delay and the period for the performance of any such
act shall be extended for a period equivalent to the period of such delay. The party entitled to
such extension hereunder shall give written notice as soon as possible to the other
party hereto of
its claim of right to such extension and the reason(s) therefor. The provisions of this
Section 29(d) shall not operate to excuse either Landlord or Tenant from prompt payment
of any









 




- 29 -

payments required by the terms of this Lease provided, however, that in no event shall Tenant be
required to pay for any of Landlord’s Services while same are not supplied as a result of any of
the causes described in this Section 29(d) except where Landlord is obligated to pay its supplier
of such services notwithstanding any non-supply as a result of any of
the causes described in this
Section 29(d).




     (e) All notices, requests, consents,
waivers, approvals or other communication permitted or
required to be given to either party under this Lease shall be in writing and shall be deemed to
have been given when personally delivered, or when sent via fax (upon receipt of confirmed
“good” transmission) and first class mail or by recognized overnight delivery system and
shall be deemed effective upon receipt (or refusal to accept delivery) to the following:


If to Landlord, addressed to:



General Motors of Canada Limited

1908 Colonel Sam Drive

Oshawa, Ontario L1H 8P7



Attention:
Treasurer



With a copy to:



General Motors of Canada Limited

1908 Colonel Sam Drive

Oshawa, Ontario
 L1H 8P7



Attention: General Counsel

If to Tenant, addressed to:



Delphi Canada Inc.

c/o Delphi Energy & Chassis Systems

4800 S. Saginaw Street

M/C 485-301-140

Flint, Michigan 48501



Attention: Pat Straney










 




- 30 -



With a copy to:



Delphi Automotive Systems Corporation

5725 Delphi Drive

Troy, Michigan

48098-2815



Attention: Assistant General Counsel, Commercial




     Either party may designate a different addressee by notice to the other as herein
provided.



     (a) All rights and liabilities herein given to or imposed upon the respective
parties
hereto shall extend to and bind the several respective heirs, executors,
administrators, successors
and assigns of the said parties. No rights, however, shall inure to the benefit of
any assignee of
Tenant.



     (b) The captions section numbers, article numbers, and index appearing in this Lease
are inserted only as a matter of convenience and in no way define, limit, construe, or describe
the
scope or intent of such sections or articles of this Lease nor in any way affect this Lease.



     (c) Each of Landlord and Tenant represents and warrants unto the other that there are
no claims for brokerage commissions or finder’s fee in connection with this lease, and agrees
to
indemnify the other and hold it harmless from all liabilities arising from any such claim
arising
from an alleged agreement or act by it (including, without limitation, the cost of legal fees
in
connection therewith); such agreement to survive the termination of this Lease.



     (d) Tenant shall not record this Lease without the written consent of Landlord;
however, upon the request of either party hereto, the other party shall join in the execution
of a
memorandum or so-called “short form” of this Lease for the purposes of registration. Said
memorandum or short form of this Lease shall describe the parties, the Demised Premises, the
term of this Lease, any special provisions, and shall incorporate this Lease by reference.



     (e) In the event of any transfer or transfers of Landlord’s interest in the Demised
Premises, the transferor shall be automatically relieved of any and all obligations
on the part of
Landlord accruing from and after the date of such transfer to the extent that the
transferee has
assumed such obligations.



     (f) No payment by one party or receipt by the other of a lesser amount than the rent
or other amount due hereunder shall be deemed to be other than on account of the earliest
stipulated amount due, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as rent be deemed an accord and satisfaction, and the
receiving party shall accept such check or payment without prejudice to its right to recover
the
balance of such amount due or pursue any other remedy in this Lease provided.



     (g) This Lease shall be governed by, and construed in accordance with, the laws of
the Province of Qntario. If any provision of this Lease or the application thereof
to any person or









 




- 31 -

circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Lease shall not be affected thereby and each provision of the Lease shall be valid and
enforceable to the fullest extent permitted by law.




     (h) Except as expressly provided to the contrary herein, whenever Landlord or
Tenant’s consent or approval is required under the terms of this Lease, such consent or
approval shall not be unreasonably withheld, conditioned or delayed.



     (i) Any liability of Landlord hereunder (which for purposes of this Section 29(m)
shall be deemed to include Landlord’s employees, agents, suppliers and contractors of
any tier) to Tenant with respect to any and all claims arising out of the performance or
nonperformance of the Landlord hereunder whether based on contract, warranty, tort
(including negligence), strict liability or otherwise shall in no event, include loss of
proceeds, profits or revenue or the loss of use of either, loss by reason of shutdowns
or inability to operate at any level, cost of replacement of services not so supplied or
obligations not so performed or incidental, special or consequential damages of any
nature whatsoever.



     (j) The expiration of earlier termination of the term of this Lease shall not
release either party from any liability or obligation accruing prior to such expiration
or termination, unless otherwise expressly provided herein.



Section 30. DISPUTE RESOLUTION




     (a) Resolution Between the Parties. Save and except where a provision hereof
specifically provides for a different dispute resolution mechanism, if a disagreement
arises between the Landlord and Tenant in relation to this Lease, the parties will
first endeavour to resolve such disagreement through friendly negotiations in good
faith between the following groups of persons referenced below in order of priority:



          (i) each party’s experts from the area(s) relevant to the dispute in question;




          (ii) each
party’s contract manager;




          (iii) the executives of each party responsible for the area in which the dispute
arises;




          (iv) the President of GMCL and the President of Delphi Canada; and




          (v) upon written notice identifying the matter in dispute, to mediation or other
method of alternative dispute resolution to be defined by the parties.




          If such a disagreement arises, one party will give written notice to the other
party that advises that a disagreement exists and acknowledges the steps above that
have been utilized without success as at the date of the notice (the
“Dispute Notice Date”).










 




- 32 -


     (b) Arbitration. If an amicable solution cannot be reached between the parties using friendly
negotiations in good faith, within four months following the Dispute Notice Date, then the
disagreement will be submitted to arbitration, unless otherwise agreed to by the parties.



          The arbitration will be carried out in accordance with the rules of Conciliation and
arbitration of the International Chambers of Commerce, by one or more arbitrators appointed in
accordance with the said rules. The arbitration will take place in Toronto, Canada in the English
language.




          The decision of the arbitrator(s) will be final and binding on the parties. If any party does
not perform the obligations imposed upon it by the decision in full and in a timely manner, the
other party will be entitled to seek the enforcement of the decision from any competent court in
any jurisdiction.




Section 31. TERMINATION RIGHTS




     If Landlord requests termination of this Lease, Tenant and Landlord agree to discuss
commercially reasonably terms of a possible Tenant departure (such as Landlord’s reimbursement of
Tenant’s relocation costs).



     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first
above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GENERAL MOTORS OF CANADA LIMITED

(Landlord)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	APPROVED	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	FINANCIAL
 

	 	LEGAL
 

	 	By:
	 	/s/ L. D. Worrall
 

	 	 
	 

	 	BPM
	 	CC
	 	 	 	Name: L. D. Worrall	 	 
	 

	 	DATE
	 	DATE
	 	 	 	Title: Vice President	 	 
	 
	 	4/28/00
	 	4/28/00
	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ J. Zur Schmiede
 

Name: J. Zur Schmiede
	 	 
	 

	 	 	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DELPHI CANADA INC.
 (Tenant)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Richard J. Wilkins
 

Name: Richard J. Wilkins
	 	 
	 

	 	 	 	 	 	 	 	Title: Chief financial officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 







 











 




SCHEDULE
“A”


DEMISED PREMISES









 









 








SCHEDULE “B”




LEGAL DESCRIPTION




700 Park Road South, Oshawa (“Tri-Link Plant”)




 Short Legal Description





PIN#16391-0021(LT) Land Titles Conversion Qualified




Part of Lots 13 Concession Broken Front East Whitby as in EW23139 (Secondly) Except OS75744
and OS91241; Part Lot 13 Concession Broken Front East Whitby as in EW23141 Except OS91241;
Part Lot 13 Concession Broken Front East Whitby as in D329027,
D318841, OS128089,OS177565
and OS176568; Part Lot 14 Concession Broken Front East Whitby as in EW23140 Except OS75744,
40R-15834 and Parts 3, 4, 10 and 11 on 40R-9435; Part Lot 14 Concession Broken Front East
Whitby as in EW23340; Part Lot 14 Concession Broken Front East Whitby as in EW23338 Except
Part 10 on 40R-8780, Parts 1 and 2 on 40R-8779, Part 1 on 40R-9917 and Part 2 on 40R-6485,
City of Oshawa (formerly Township of East Whitby) Regional Municipality of Durham (No. 40)



 









 





SCHEDULE
“C”


PLAN
OF COMPLEX









 









 








SCHEDULE “D”




PERMITTED ENCUMBRANCES





	A.	 	SPECIFIC ENCUMBRANCES





700 Park Road South, Oshawa (“Tri-Link Plant”)





	1.	 	Instrument No. OS162800 registered July 14, 1967 being a Lis Pendens filed in The Supreme
Court of Ontario by Echo Construction Limited as the Plaintiff and Clover Glade Subdivision
Limited, Stevensons Road Realty Company Limited, North Shore  Realty Company Limited and
John Edwin Harris as Defendants which Landlord is in process of removing from title.
	 
	2.	 	Instrument No. D26607 registered May 5, 1976 being a License Agreement to install, repair,
maintain and replace underground cables and concrete conduits over Part 1 on 40R-2443 (being
part of GM lands) between General Motors of Canada Limited and Bell Canada.
	 
	3.	 	Instrument No. D130900 registered October 15, 1981 being a Site Plan Agreement for the lands
to be used as a roadway to provide access to parking facilities for employees between The
Corporation of The City of Oshawa and General Motors of Canada Limited (affects only part of
lands shown as Parts 1 & 2 on 40R6485)
	 
	 	 	Note: Part 2 has now been transferred to The City for road widening purposes.
	 
	4.	 	Instrument No. D196790 registered May 24, 1985 being a Declaration (Section 22 of the
Registry Act) of an Appointment by the Bank of Nova Scotia of The Clarkson Company Limited as
Receiver, Manager and Agent of Whitby Welding Limited (being the plaintiff in Claim for Lien
No. D-166103 which said Lien has now been released and deleted from title) which Landlord is
in process of removing from title.
	 
	5.	 	Instrument No. D359597 registered March 21, 1991 being an Encroachment Agreement for the
benefit of General Motors of Canada Limited over the lands of The Regional Municipality of
Durham, for the construction and maintenance of a watermain over Part 1 on 40R-12764 (being
part of Park Road South) Note: This agreement shall terminate on the date of the sale or
transfer of the GM lands unless the Region approves the assignment of this agreement.
	 
	6.	 	Instrument No. D432102 registered May 5, 1994 being a Site Plan Agreement for the lands to be
used as a central access roadway between The Corporation of The City of Oshawa and General
Motors of Canada Limited (affects only part of the lands shown as Part 1 on 40R-10887).
	 
	B.	 	GENERAL ENCUMBRANCES
	 
	1.	 	Restrictions, easements, rights-of-way, restrictive covenants, licenses, servitudes,
watercourse, right of water, right of access or user or other similar rights in land
(including, without restriction, rights of way and servitudes for railways, sewers,
drains,




 









 











- 2 -





	 	 	gas and oil pipelines, gas and water mains, electric light and power and telephone or
telegraph or cable television conduits, poles, wires and cables) granted to or reserved by
other persons and rights reserved to or vested in any municipality or governmental or other
public authority by the terms of any lease, license, franchise, grant, agreement or permit,
which do not materially adversely affect the marketability of the Lands.
	 
	2.	 	Security given to a public utility or any municipality or governmental or other public
authority when required by such utility or other authority in connection with the development,
management, ownership and operation of the Lands.
	 
	3.	 	The reservations, limitations, exceptions, provisos and conditions, if any, expressed in any
original grants from the Crown.
	 
	4.	 	Subdivision agreements, site plan control agreements, servicing agreements, development
agreements and other similar agreements with government authorities
affecting the development or use of the Lands, provided same have been complied with to the Commencement
Date and do not materially adversely affect the marketability or current use of the Lands.
	 
	5.	 	Encumbrances respecting minor encroachments by the Lands over neighbouring lands and/or
permitted under agreements with the owners of such other lands.




Title defects or irregularities which are of a minor nature and in the aggregate will not
materially impair the current use or marketability of the Lands.





 












 





SCHEDULE “E”




SERVICES RENT




Basic Rent Common Area Charge and “Services Rent”           Schedule “E”

Delphi Canada Inc. & General Motors of Canada Ltd.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Annualized	 	 	 	 
	 	 	Battery	 	Annual Cost	 	Trilink	 	Annual Cost	 	Cost	 	Account	 	 
	Service	 	Monthly	 	Battery	 	Monthly	 	Trunk	 	Both Plants	 	Number	 	Comment / Issues
	Basic Rent
	 	$	30,115	 	 	$	381,380	 	 	$	23,260	 	 	$	279,120	 	 	$	540,500	 	 	 	 	 	 	Assessed based on US $1/sq foot
(CSI 430 - U S $100)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Common Area Charge
	 	$	2,250	 	 	$	27,000	 	 	$	1,917	 	 	$	23,004	 	 	$	50,004	 	 	 	 	 	 	501 heads  C$100 00
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Janitorial Services
	 	$	88,000	 	 	$	1,056,000	 	 	$	3,750	 	 	$	45,000	 	 	$	1,101,000	 	 	 	 	 	 	Source: 2000 CPE 
Assessment
(Subject to 
Manpower Requirements 
submitted by Delphi)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Electricity - metered
	 	$	153,817	 	 	$	1,847,004	 	 	$	20,500	 	 	$	246,000	 	 	$	2,093,004	 	 	 	 	 	 	Estimate (To be metered and based on usage)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Steam -  metered
	 	$	101,531	 	 	$	1,216,372	 	 	$	1,802	 	 	$	21,624	 	 	$	1,238,996	 	 	 	 	 	 	Estimate (To be metered and
based on usage) Rate to be $3 67 miter for 2008.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Natural
Gas - metered
	 	$	14,667	 	 	$	176,004	 	 	$	4,917	 	 	$	59,004	 	 	$	235,008	 	 	 	 	 	 	Estimate (To be metered and  based on usage)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Compressed Air - metered
	 	$	37,553	 	 	$	450,838	 	 	$	115	 	 	$	1,380	 	 	$	452,018	 	 	 	 	 	 	Estimate (To be metered and based on usage) Rate to be agreed by parties
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Water - metered
	 	$	11,250	 	 	$	135,000	 	 	$	4,167	 	 	$	50,004	 	 	$	185,004	 	 	 	 	 	 	Estimate (To be metered and based
on usage.)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fire Protection
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Included In the lease payment
above.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Communication
& Technical Infrastructure - Autoplex
	 	$	1,500	 	 	$	18,000	 	 	$	1,500	 	 	$	18,000	 	 	$	36,000	 	 	 	13575	 	 	
Source: Ian Morgan
	Totals
	 	$	440,783	 	 	$	5,289,396	 	 	$	61,928	 	 	$	743,136	 	 	$	8,032,532	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Monthly Battery
	 	Annual Battery
	 	Monthly Trilink
	 	Annual Trilink
	 	Total Annual

Services Rent

Cost	 	 



















 





Master Restructuring Agreement




Exhibit 5.01 (a)(vii)(ii)

Oshawa Labour & Management Agreement between Delphi Canada, Inc. and General

Motors Canada Limited, dated as of May 1, 2000




 









 





OSHAWA LABOUR AND MANAGEMENT SERVICES AGREEMENT




Entered into as of May 1, 2000




BETWEEN:




GENERAL MOTORS OF CANADA LIMITED




(hereinafter referred to as “GMCL”)




OF THE FIRST PART




- and -




DELPHI CANADA INC.




(hereinafter referred to as “Delphi”)




OF THE SECOND PART




RECITALS:



A. Delphi Canada Inc. (“Delphi”) and General Motors of Canada Limited (“GMCL”)
have entered into an Asset Purchase Agreement dated as of the 31st day of December, 1998
amended and restated as of April 30, 2000 (the “Asset Purchase Agreement”) for the sale of each
of the Businesses;



B. Pursuant to the Asset Purchase Agreement, the employees of the Businesses will
remain employees of GMCL;



C. GMCL has agreed to provide to Delphi the services of certain GMCL hourly rate
employees for the Businesses;



D. GMCL has also agreed to provide certain management and supervisory services as
well as certain indirect services of GMCL non-unionized employees currently engaged, on a
substantially full-time basis, in the operation of the Businesses;



E. GMCL and Delphi are entering into this Agreement to set forth the terms and
conditions governing the Services to be provided hereunder;




 









 





- 2 -




               THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, GMCL and Delphi agree as follows:




	1.	 	DEFINITIONS





               In this Agreement (including the recitals to this Agreement) the definitions found in the
Asset Purchase Agreement, to the extent not defined in this Agreement will apply. In addition, the
following words will have the following meaning:




	 	1.1	 	“Agreement” means this Labour and Management Services Agreement.
	 
	 	1.2	 	 “Annual Operating Parameters” has the meaning ascribed thereto in Section 2.2.
	 
	 	1.3	 	“Appeal Committee” has the meaning ascribed thereto in Section 5.5.
	 
	 	1.4	 	“Assigned Employee” or “Assigned Employees” means an employee or employees of
GMCL providing services to a Business, those persons providing services to a Business
by virtue of rights to employment at one of the Businesses under the Collective
Agreement, those GMCL employees, if any, who replace Assigned Employees who depart
from a Business for any reason and such other GMCL employees whose services are
provided by GMCL to Delphi pursuant to this Agreement;
	 
	 	1.5	 	“Assigned Hourly Employee” means an Assigned Employee who is represented by
the CAW and to whom the Collective Agreement, when in effect, applies and includes a
person deemed to be assigned to the Business by virtue of rights to employment at one
of the Businesses under the Collective Agreement.
	 
	 	1.6	 	“Assigned Salaried Employee” means an Assigned Employee who is not an Assigned
Hourly Employee, and may include a non-unionized GMCL employee who is not remunerated
on a Salaried basis.
	 
	 	1.7	 	“Businesses” means, together, the business and operations on the Closing Date
as conducted by GMCL of: (a) the manufacture of Battery Products at the Oshawa Battery
Plant; and (b) the manufacture of Chassis Products at the Oshawa Tri-Link Plant
(“TRI-LINK”); and either of which may be referred individually, a “Business”.










 









 











- 3 -





	 	1.8	 	“CAW” means the National Automobile, Aerospace, Transportation and General Workers
Union of Canada (CAW/Canada) and includes Locals 222 and any successors thereof.
	 
	 	1.9	 	“Collective Agreement” means the Master Agreement between GMCL and the CAW dated October 19,
1999 and all associated or related documents, letters and further agreements between GMCL and
the CAW, including, without limitation, the local agreements between GMCL and Local 222, CAW
Oshawa as amended, and includes statutory or negotiated extensions thereof, and any successor
agreements thereto, and any written communications with the CAW which impose obligations on
GMCL or set out the understanding of GMCL and the CAW with respect to the meaning of any
provision of such Master Agreement and local agreements.
	 
	 	1.10	 	“Collective Agreement Issue” means an issue, including but not limited to a difference or
dispute, regarding the administration of the Collective Agreement, and includes but is not
limited to all grievances under the Collective Agreement and any issue concerning the
interpretation, application, operation or alleged violation of the Collective Agreement, or
concerning discipline or dismissal, affecting a Assigned Hourly Employee or a union.
	 
	 	1.11	 	“Composite Fringe Amount” has the meaning ascribed thereto in Section 3.3.
	 
	 	1.12	 	“Delphi US” means Delphi Automotive Systems Corp., the ultimate parent corporation of
Delphi, and its successors or assigns.
	 
	 	1.13	 	“Employment Costs” has the meaning ascribed thereto in Section 3.1(b);
	 
	 	1.14	 	“Employment Laws” means all Laws relating in whole or in part to the Assigned Employees,
including without limitation, Laws with respect to occupational health and safety, human
rights, employment standards, workplace safety and insurance, labour relations, pay equity as
well as Laws regarding wages, and the withholding and remittance of taxes on the wages and
salaries of Employees, including those amounts owed pursuant to the Income Tax Act, Canada
Pension Plan, Employer Health Tax Act, and the Employment Insurance Act.
	 
	 	1.15	 	“GMCL Policy” means employment procedures, programs, standards and
policies with respect to or are applicable to GMCL employees who are not
unionized.
	 
	 	1.16	 	“GMCL Service” means employment with GMCL.






 









 








- 4 -





	 	1.17	 	“Hourly Employees” means employees of GMCL who are represented by the CAW and to whom
the Collective Agreement, when in effect, applies.
	 
	 	1.18	 	“Laws” means all applicable laws, by-laws, rules, regulations, orders, ordinances,
protocols, codes, guidelines, policies, notices, directions and judgements or other
requirements of any Governmental Authority.
	 
	 	1.19	 	“Lay-off Cost Amount” has the meaning ascribed thereto in Section 3.4.
	 
	 	1.20	 	“Loss” means any claim, demand, action, cause of action, damage, costs, liability or
expense, including reasonable professional fees and all costs incurred in investigating or
pursuing any of the foregoing or any proceeding relating to any of the foregoing.
	 
	 	1.21	 	“OHSA” means the Occupational Health and Safety Act (Ontario), as amended.
	 
	 	1.22	 	“OPEB Expense” means in relation to any calendar year, the amount determined in accordance
with Section 3.3;
	 
	 	1.23	 	“Particular Employment Cost Matters” has the meaning ascribed in Section 3.2.
	 
	 	1.24	 	Pension Expense” means in relation to any calendar year, the amount determined in accordance
with Section 3.3;
	 
	 	1.25	 	“Services” means the services of the Assigned Employees provided by GMCL to Delphi pursuant
to this Agreement.





 









 





- 5 -





	2.	 	PROVISION OF SERVICES






	 	2.1	 	GMCL Employment Services





               In accordance with and subject to the terms and conditions hereof, GMCL agrees to employ and
provide to Delphi the Services of Assigned Salaried Employees to operate the Businesses. On May 1,
2000 the number of such Assigned Salaried Employees shall be fifty-two (52) and as of that date,
the persons who are Assigned Salaried Employees will be the persons employed by GMCL on that date
in the operation of the Businesses. The number and identity of Assigned Salaried Employees after
May 1, 2000 will vary in accordance with this Agreement. GMCL is not obliged to replace Assigned
Salaried Employees who depart the Businesses.



               In
accordance with and subject to the terms and conditions hereof, GMCL also agrees to
employ and provide to Delphi the Services of Hourly Employees necessary to manufacture the
products of the Business at their current locations as of the date of this Agreement. On May 1,
2000, such persons will be the persons who are the Hourly Employees who are engaged in the
operation of the Businesses on that date but the Parties acknowledge the number and identity of
such persons will vary in accordance with this Agreement and the provisions of the Collective
Agreement. In the event Delphi wishes to use the Services of Hourly Employees in excess of the
number of Assigned Hourly Employees then provided by GMCL, it shall give GMCL written notice of
the number of such Hourly Employees required and the duration for which such Hourly Employees are
required. For greater certainty any Hourly Employees so provided become Assigned Hourly Employees.
GMCL will use commercially reasonable efforts to provide the services of such additional Hourly
Employees as soon as practicable but not in any case less than within 60 days of receipt of such
notice.



               Schedule 2.1 sets forth the number of GMCL employees who are actively at work at the
Businesses as of May 1, 2000 and those GMCL employees who have employment rights related to the
Businesses, catagorized as hourly and salaried, direct and indirect.




	 	2.2	 	Annual Operating Parameters






	 	(a)	 	Delphi Canada will provide strategic and operational direction to Assigned
Salaried Employees consistent with the Laws, the Collective Agreement, GMCL Policy and
the Annual Operating Parameters.
	 
	 	(b)	 	Delphi and GMCL will evaluate the skills of the Assigned Salaried Employees
and will use commercially reasonable efforts to (i) jointly determine what initiatives
are required to improve operations which if agreed may include changes to identity of
Assigned Salaried Employees and (ii) to agree on an action plan to achieve such
improvements.







 









 








- 6 -





	 	(c)	 	Recognizing that GMCL will retain exclusive control to direct the day-to-day work of
Assigned Employees (including discipline) and that Delphi will provide operational
direction to Assigned Salaried Employees, Delphi and GMCL will agree on Annual Operating
Parameters. The Annual Operating Parameters will govern costs, productivity, quality and
delivery performances of the Businesses. They will be formulated based on productivity,
quality, and other traditional measurement metrics excerpted from Delphi’s business plans
for the Businesses consistent with the provisions of Laws, the Collective Agreement and
GMCL Policy. The 2000 budget and business plan metrics will be the Annual Operating
Parameters for the balance of 2000 and will serve as the basis for subsequent Annual
Operating Parameters. Absent agreement regarding matters specifically referenced in the
Annual Operating Parameters, which agreement will not be unreasonably withheld, GMCL will
supply Services in a manner consistent with the conduct of the Businesses as carried on
prior to the failure to agree to any applicable provisions within the Annual Operating
Parameters.
	 
	 	(d)	 	Delphi will advise GMCL in writing of the manufacturing processes and procedures to be
followed by the Assigned Employees, provided that such manufacturing processes and procedures
must be consistent with Laws, the Collective Agreement, GMCL Policy and the Annual Operating
Parameters. GMCL will direct its Assigned Employees to follow Delphi manufacturing processes
and procedures provided to it in writing by Delphi in accordance with Section 2.2(a), except
where in the opinion of GMCL, acting reasonably, such processes and procedures violate Laws,
the Collective Agreement, GMCL Policy or this Agreement.
	 
	 	(e)	 	GMCL will compensate Delphi for documented additional costs incurred by Delphi if Delphi is
prevented or precluded from implementing a, detailed cost reduction initiative presented in
writing to GMCL because of GMCL unreasonably refusing to implement such initiative. A refusal
to implement such an initiative is not an unreasonable refusal by GMCL if such initiative (i)
is not consistent with the Collective Agreement (as interpreted by GMCL acting reasonably and
in good faith), (ii) would violate Law, or (iii) would have a material adverse effect, as
reasonably documented by GMCL, on the operations of GMCLL.
	 
	 	(f)	 	Any disputes, including failures to agree, between GMCL and Delphi concerning matters
covered in this Section 2.2 must be submitted to the Appeal Committee for resolution in
accordance with this Agreement.






	 	2.3	 	Administration of the Collective Agreement






	 	(a)	 	Delphi acknowledges that GMCL and Assigned Salaried Employees in providing the Services,
and otherwise performing its obligations under this Agreement, are










 









 











- 7 -





	 	 	 	required to comply with all of GMCL’s obligations under the Collective Agreement. Delphi
will not prevent, impair or impede such compliance. Delphi also agrees that the terms of
the Collective Agreement shall govern if there is a conflict between the terms of the
Collective Agreement and this Agreement.
	 
	 	(b)	 	GMCL shall have exclusive control over hiring, discipline, termination and directing the day
to day work of Assigned Hourly Employees, as well as over administration of the Collective
Agreement and management of Collective Agreement Issues.
	 
	 	(c)	 	Loss incurred by GMCL in the administration of the Collective Agreement, including but not
limited to costs or expenses incurred in assisting and advising
Delphi, for grievance procedures, the arbitration process or legal services pertaining to
a Collective Agreement Issue, in relation to Services provided to a Business by the
Assigned Hourly Employees shall be the responsibility of Delphi and to the extent not
otherwise reimbursed under this Agreement GMCL shall be reimbursed by Delphi for all such
costs in accordance with Section 3.5, except where the Loss relates to a Collective
Agreement Issue caused by a GMCL employee who is not an Assigned Employee. Delphi may
refer any dispute regarding its obligations under this provision to the Appeal Committee
in accordance with this Agreement.
	 
	 	(d)	 	Delphi shall co-operate with GMCL in all respects to assist GMCL in fulfilling its
responsibilities related to the administration of the Collective
Agreement as it affects the Assigned Hourly Employees and the Businesses under this Agreement.






	 	2.4	 	Absent Assigned Employees






	 	(a)	 	GMCL hourly and salaried employees identified on Schedule 2.1 who (i) are absent from the
Businesses at Closing, due to illness or injury and, who subsequently
go on a compensable or
sick leave of absence for the same condition or, (ii) who at Closing are on statutory,
compensable or sick leave of absence will, upon their return to active employment, subject to
the requirements of the Collective Agreement, GMCL Policy and applicable Law be returned to
the job at the Businesses which was held immediately prior to their absence. Such employees
will then become Assigned Employees.
	 
	 	(b)	 	GMCL hourly and salaried employees identified in Schedule “2.1”, who are, as at Closing, on
layoff or leave from the Businesses, including disability leave (whether or not any
applicable waiting period relating to such disability leave is then satisfied), shall, upon
their return to active employment, be returned subject to the





 









 





- 8 -





	 	 	 	requirements of the Collective Agreement, GMCL Policy and applicable Laws to the job at
the Business which was held immediately prior to their absence.
	 
	 	(c)	 	Notwithstanding any other provisions in this Agreement, to the extent that any Assigned
Employees are terminated or laid off as a result of the implementation of this Section 2.4,
GMCL will pay the costs attributable to any terminations or layoffs caused by the return to
work of the persons referred to in this Section 2.4 and Delphi will not be required to
reimburse such costs as defined in Article 3.
	 
	 	2.5	 	No Employment Relationship and the Relationship of the Parties
	 
	 	(a)	 	It is acknowledged and agreed by the Parties that the Assigned Employees shall remain
employees of GMCL and that nothing contained in this Agreement shall be construed to imply
that they are the employees of Delphi.
	 
	 	(b)	 	GMCL shall provide the Services to Delphi as an independent contractor and the relationship
between GMCL and Delphi shall be that of independent parties and neither Party shall be
considered an agent of the other, except as expressly and specifically agreed to in respect
of compensation, payroll and benefit administration services provided by GMCL on behalf of
Delphi.
	 
	 	(c)	 	GMCL shall not have the power or authority to bind Delphi or to assume or create any
obligations or responsibilities, express or implied, on Delphi’s behalf or in its name, nor
shall GMCL represent to anyone that GMCL has such power or authority except as expressly
provided in this Agreement or as may be expressly agreed to in writing by the Parties. Delphi
shall not have the power or authority to bind GMCL or to assume or create any obligations or
responsibilities express or implied, on GMCL’s behalf or in its name nor shall Delphi
represent to anyone that Delphi has such power or authority except as expressly provided in
this Agreement or as may be expressly agreed to in writing by the Parties.
	 
	 	(d)	 	Assigned Employees performing the Services under this Agreement shall at all times be under
GMCL’s direction and control and both GMCL and Delphi shall instruct their personnel
accordingly. GMCL shall retain the sole and exclusive right to assign, direct, discipline,
promote, hire and terminate the Assigned Employees, except as otherwise expressly provided
in this Agreement.
	 
	 	2.6	 	GMCL Supervision
	 
	 	(a)	 	GMCL has the exclusive right to discipline Assigned Employees, subject to the applicable
terms and conditions of employment. If GMCL determines that it is appropriate to suspend or
terminate an Assigned Employee, then GMCL shall so





 









 





- 9 -





notify Delphi in writing and at GMCL’s option, either terminate or suspend the employment
of the Assigned Employee, or terminate the assignment in respect of that Assigned Employee
and accept that Assigned Employee into another position outside of the Businesses. If GMCL
chooses to terminate the assignment and transfer the Assigned Employee to a GMCL position,
then:




	 	(i)	 	GMCL and Delphi shall, acting reasonably having regard to all
of the surrounding circumstances, mutually agree upon the effective
date of such transfer; and
	 
	 	(ii)	 	Delphi shall be responsible for all Employment Costs relating to
such employee until a suitable alternative placement can be
arranged for the Assigned Employee.






	 	(b)	 	If a dispute arises between GMCL and the CAW regarding the termination of the assignment of
an Assigned Hourly Employee and a transfer of the Assigned Hourly Employee out of either
Business, the dispute shall be deemed to be a Collective Agreement Issue which shall be
managed in accordance with the requirements of Section 2.3 of this Agreement. The Collective
Agreement Issue will be permitted to proceed to arbitration if GMCL and the CAW are unable to
agree on any other resolution. GMCL and Delphi agree to be bound by the outcome of any such
arbitration, including (but not limited to) an award that the Assigned Hourly Employee is to
be reinstated to the grieved position in the Businesses.
	 
	 	2.7	 	Compensation, Payroll and Benefit Administration






Subject to GMCL entitlement to be reimbursed by Delphi in accordance with Article 3 of this
Agreement:




	 	(a)	 	GMCL shall continue to maintain, administer and pay the payroll and benefits of the Assigned
Hourly Employees in accordance with the Collective Agreement and applicable Law.
	 
	 	(b)	 	GMCL shall continue to maintain, administer and pay the payroll and benefits of Assigned
Salaried Employees in accordance with GMCL Policy. GMCL will advise Delphi in writing of any
material changes to GMCL Policy as soon as practicable in advance of the implementation of
such changes
	 
	 	(c)	 	GMCL will remain solely responsible for the maintenance, administration and payment of
Workplace Safety and Insurance, Employment Insurance, Canada Pension Plan, Employer Health
Tax and all other coverage and payments or assessments to governments or government agencies
that accrue or arise after the





 









 





- 10 -





	 	 	 	commencement of this Agreement in connection with the Assigned Employees. Without
limiting the foregoing, GMCL shall remain responsible for and make payments
necessary to satisfy the requirements of the Income Tax Act (Canada) and any
provincial taxes in connection with the Assigned Employees.
	 
	 	2.8	 	Delphi Directly Hiring Employees





               Delphi agrees that it will not hire any persons to perform work required to be performed by
members of the CAW bargaining unit at the Businesses. All such persons shall be provided by GMCL
in accordance with this Agreement. Delphi may directly hire personnel as Delphi employees or
Delphi contract employees (“Delphi Employees”), provided
that they will not perform work required
to be performed by members in the bargaining unit governed by the Collective Agreement.



               Delphi will directly pay all costs associated with Delphi Employees. Delphi Employees will
have no entitlement under GMCL r Policies, including, without limitation to GMCL self nomination
process and GMCL benefit programs and will have no access or recall rights to any GMCL position.
Delphi shall be directly responsible for establishing and maintaining appropriate payroll, and
benefit practices and benefit plans for Delphi Employees. Delphi will be solely responsible for
the maintenance, administration and payment Workplace Safety and Insurance, Employment Insurance,
Canada Pension Plan, Employer Health Tax and all other coverage and payments for assessments to
governments or governmental agencies that arise or accrue in connection with Delphi Employees.
Delphi shall be responsible for making payments necessary to satisfy the requirements of the
Income Tax Act (Canada) and any provincial taxes in connection with the Delphi Employees. Delphi
will be solely responsible for directing and supervising Delphi Employees unless otherwise agreed
between the Parties.




	 	2.9	 	Termination of Assignment
	 
	 	(a)	 	If an Assigned Employee departs a Business for any reason other than layoff or
termination at the request of Delphi, including, without limitation, transfer,
resignation, election to transfer to another location at GMCL, GMCL shall inform
Delphi of the employee’s departure as soon as practicable upon GMCL becoming aware of
the departure. If Delphi is advised by an Assigned Employee that he or she is
terminating or resigning, Delphi shall inform GMCL but shall have no authority to
accept such termination or resignation.
	 
	 	(b)	 	Subject to Section 2.10 and 2.2(b), GMCL will not be responsible for replacing
Assigned Salaried Employees. GMCL shall be responsible only for staffing any vacancy
that results from an Assigned Hourly Employee departing from the Business other than
layoff or termination at the request of Delphi, and then only if





 









 





- 11 -





	 	 	 	Delphi requests replacement of such persons. Any GMCL employee filling such
vacancy shall be deemed to be an Assigned Employee.
	 
	 	(c)	 	Where an Assigned Hourly Employee elects to transfer out of the Business in
accordance with the Collective Agreement, GMCL and Delphi shall, acting reasonably
having regard to all of the surrounding circumstances, and subject to the
requirements of the Collective Agreement, mutually agree upon the effective date of
such transfer.
	 
	 	(d)	 	It is agreed GMCL will not replace or increase the number of Customer Service
Engineers (“CSEs”) employed in respect of the Businesses. Notwithstanding the
provisions on any purchase order governing the services provided by CSEs to the
Businesses, all Employment Costs, and support costs related to CSEs (including all of
GMCL’s costs relating to vehicles provided to such CSE’s, such as insurance, marketing
losses, theft, repair, replacement, gas, etc.) will be the responsibility of the
appropriate Delphi division and will be reimbursed to GMCL by that Delphi division.
	 
	 	2.10	 	Self Nomination by Assigned Salaried Employee





               Assigned Salaried Employees may continue to self-nominate for other positions within GMCL in
accordance with the GMCL self-nomination process and policies (subject to reasonable restrictions
on movement where such move is determined by Delphi to be adverse to a Business). GMCL will not
reassign Assigned Salaried Employees away from the Business without first consulting Delphi and
obtaining Delphi’s consent which consent shall not be unreasonably withheld. Positions to replace
Assigned Salaried Employees will be posted by GMCL in accordance with GMCL policies upon Delphi’s
request when openings arise as a result of an Assigned Salaried Employee self-nominating for other
positions within GMCL. Appropriate replacement personnel satisfactory to Delphi include other
qualified GMCL salaried employees as identified in accordance with GMCL Policies who volunteer to
transfer to either Business or Delphi Employees.



               GMCL alone will be required to review and approve internal postings for and promotions to
“Level 8” positions involving Assigned Salaried Employees.



               Neither Party or their affiliates may approach the other’s employees about employment
opportunities without prior written consent of the other Party.




	 	2.11	 	Delphi Offers of Employment





               Once
Delphi has provided notice in writing to GMCL of its bona fide long-term plan for the
Businesses, Delphi will be permitted to offer bona fide employment to the Assigned




 









 








- 12 -



Salaried Employees upon terms and conditions to be agreed between GMCL and Delphi, but in any case
substantially similar in value in the aggregate to that then offered by GMCL. Once all the terms of
employment have been agreed upon between GMCL and Delphi and the offers made, such Assigned
Salaried Employees will have thirty (30) days to consider the offer of employment. During that
period, GMCL and Delphi will work together to encourage Assigned Salaried Employees to accept
employment with Delphi. The effective date of the transfer to employment with Delphi will be a
mutually agreeable date, no later than 18 months thereafter and GMCL and Delphi will work together
to transition any Assigned Salaried Employees who elect not to transfer to Delphi into suitable
GMCL jobs. To the extent that such employees elect not to transition to Delphi and are not placed
within GMCL, GMCL and Delphi will share equally the costs of the resulting layoff or severance, if
any.




               Except as provided in this Section 2.11, Delphi will not employ or offer to employ a GMCL
employee or, for a period of fifteen months after retirement, a GMCL employee who has taken
incentive separation from GMCL, without the prior consent of GMCL, such consent which will not be
unreasonably withheld.




	 	2.12	 	Complaints to Outside Agencies





               GMCL is the party responsible for defending against all claims, complaints, suits and actions
against it relating to or involved with the employment or cessation of employment of Assigned
Employees, including, without limitation, claims under contract, tort, equity, or pursuant to any
Employment Laws, and Delphi agrees to reimburse GMCL for the portion of any settlement or judgment
that constitutes (a) Employment Costs or (b) that were caused by the actions (i) of Delphi or (ii)
GMCL, where GMCL was complying with Delphi’s processes or procedures or Annual Operating
Parameters provided that GMCL has advised Delphi of the claim, complaint or action, and Delphi has
consented to any settlement (such consent not to be unreasonably withheld). Further Delphi agrees
to reimburse GMCL for all reasonable legal and administrative costs resulting from such claims,
complaints suits or actions in proportion that it is obligated to reimburse GMCL on the
substantive portion of the claim.



               GMCL reserves the right to transfer, reassign, rehire, terminate or otherwise deal with a
Assigned Employee to ensure compliance with Laws and to ensure compliance with an order or ruling
from a government organization, agency or body. Delphi agrees to assist GMCL to comply with all
Laws relating to the provision of Services under this Agreement.




	 	2.13	 	Performance Evaluation





               GMCL shall apply its policy of carrying out annual performance reviews to the Assigned
Salaried Employees and shall conduct all such reviews in accordance with the applicable GMCL
Policy. Delphi may provide input to GMCL concerning the performance of Assigned Salaried
Employees. Delphi concerns about performance issues relating to Assigned Employees




 









 








- 13 -



may be referred to the Appeal Committee if, in Delphi’s view, Delphi’s concerns have not otherwise
been adequately addressed.





	 	2.14	 	Approval of Communications
	 
	 	(a)	 	Where Delphi contemplates formal communications outside of those communications
required to operate the Businesses to GMCL’s employees, the public or governmental
representatives relating to Delphi’s plans, intentions or obligations with respect to
the Businesses or the Assigned Employees; such communications shall be reviewed and
agreed to by both GMCL and Delphi acting reasonably. If GMCL objects to the proposed
communication the dispute shall be referred to the Appeals Committee for resolution
prior to its release.
	 
	 	(b)	 	GMCL shall have no authority through any authorized or unauthorized
communications with its employees or their representatives, the public, or
governmental officials, to commit Delphi to obligations, hiring arrangements,
benefits or other terms or conditions of employment or to any other matter, nor shall
any such communication by GMCL expand the specific and limited obligations of Delphi
set forth herein.
	 
	 	(c)	 	Where communications are desired by Delphi to Assigned Employees, such
communications shall be made by GMCL. Delphi shall have no authority through any
authorized or unauthorized communications with its employees or their
representatives, the public, or governmental officials, to commit GMCL to
obligations, hiring arrangements, benefits or other terms or conditions or
employment or to any other matter governed by this Agreement, nor shall any such
communication by Delphi expand the specific and limited obligations of GMCL set
forth herein.






	3.	 	PAYMENT FOR SERVICES






	 	3.1	 	Delphi Reimbursement of Employment Costs
	 
	 	(a)	 	Delphi shall be obligated to reimburse GMCL for all Employment Costs defined
in subsection (b), relating to the Businesses incurred on or after May 1, 2000, which
will include: (i) weekly and semi-monthly payment for payroll, payroll related taxes,
and related costs for Assigned Hourly and Assigned Salaried Employees, respectively;
(ii) reimbursement for Particular Employment Cost Matters as defined in Section 3.2;
and (ii) a Composite Fringe Amount defined in Section 3.3 that is inclusive of the
Layoff Cost Amount defined in Section 3.4. GMCL shall maintain responsibility for
Employment Costs incurred prior to May 1, 2000, including but not limited to 2000,
including but not limited to 2000 calendar year




 









 











- 14 -





	 	 	 	vacation pay, special paid allowance, statutory holidays, Christmas bonus, and paid absence
allowance.
	 
	 	(b)	 	Employment Costs means all direct costs paid to or on behalf of the Assigned Employees by
GMCL relating to Services provided to the Businesses for: (i) salaries, wages, holiday pay,
vacation pay, bonuses, costs of living allowances, shift premiums, overtime costs; (ii) third
party provider costs GMCL incurs for GMCL benefit plans; (ii) legally required costs referred
to in Section 2.7(c). These Employment Costs are as set forth in Schedule 3.1(b) and must be
incurred as a result of the Collective Agreement, GMCL Policies, or Employment Laws.
	 
	 	3.2	 	Arrangements and Reimbursement for Particular Employment Cost Matters
	 
	 	(a)	 	Ideas For Excellence
	 
	 	 	 	All GMCL employees shall remain eligible to submit suggestions under the GMCL Ideas for
Excellence Program for improvements to either GMCL or Delphi operations. GMCL and Delphi
will appoint representatives to determine the disposition of suggestions that affect the
Businesses. If Delphi agrees that the suggestion made on or after May 1, 2000 is to be
implemented in respect of a Business, then Delphi and GMCL shall determine jointly the
award to be made to the GMCL employee in respect of the suggestion. GMCL will make the
payment agreed in accordance with the GMCL Ideas for Excellence Program and Delphi will
reimburse GMCL in an amount representing Delphi’s proportionate share of the financial
benefit.
	 
	 	(b)	 	Tuition Allowance
	 
	 	 	 	GMCL has the right to approve the taking of courses by Assigned Employees. Delphi shall
reimburse GMCL for all costs associated with the tuition allowance program for Assigned
Salaried Employees regarding short-term training courses where Delphi agrees to the
Assigned Salaried Employee taking such course. Delphi will have no reimbursement
obligations for long-term training and education (that is, degree programs) allowances
provided to Assigned Salaried Employees.
	 
	 	 	 	Delphi shall reimburse GMCL for all costs associated with the tuition assistance program
and tuition assistance for dependent children plan contemplated by the Collective Agreement
and GMCL Policy.




 









 











- 15 -





	 	(c)	 	Company Cars
	 
	 	 	 	GMCL will continue to provide eligible Assigned Salaried Employees with company supplied
automobiles in accordance with GMCL’s policies governing company supplied automobiles.
Delphi shall reimburse GMCL for all of GMCL’s costs associated with providing such
automobiles to Assigned Salaried Employees (including, without limitation marketing
losses, insurance, theft, repair, replacement, gas, etc.).
	 
	 	 	 	However, if Delphi U.S. establishes a uniform stipend approach in lieu of supplying
automobiles to its employees in its operations in the United States, the total amount which
Delphi reimburses to GMCL pursuant to this paragraph shall not exceed the product of:
	 
	 	 	 	U.S. pre-tax stipend amount (converted to Canadian dollars) multiplied by the number of
company supplied cars used by Assigned Salaried Employees.
	 
	 	(d)	 	Compensation Fund for Assigned Salaried Employees
	 
	 	 	 	Delphi will have input regarding administration of the GMCL compensation fund at GMCL
levels as applied to the Businesses. To the extent that the GMCL compensation fund
percentage of compensation is greater than the percentage of compensation provided under
similar Delphi U.S. programs, Delphi will only be required to reimburse GMCL for the costs
that would have been incurred if GMCL applied the Delphi U.S. percentage of compensation
to the Assigned Salaried Employees. Subject to the foregoing sentence, Delphi will
reimburse GMCL for the total amount of the enhanced variable compensation award paid by
GMCL to Assigned Employees(which in respect of any options will be based on the
Black-Scholes value at the time of the grant by GMCL) assigned by GMCL to any stock
options granted by GMCL. For greater certainty, GMCL will be responsible and Delphi will
not be obliged to reimburse GMCL for the cost of exercise of any stock options granted by
GMCL.
	 
	 	(e)	 	General Training






	 	(i)	 	GMCL will be responsible for providing any training that is
required under the Collective Agreement and Delphi will reimburse
GMCL for all costs relating to such training.
	 
	 	(ii)	 	Other than in respect of the training referred to in subparagraph
(i) above, GMCL and Delphi will use commercially reasonable efforts to
develop a joint process to determine the appropriate





 









 





- 16 -





	 	 	 	training to be provided to the Assigned Employees. Subject to Section
3.2(e)(i), Delphi will have primary responsibility for operations and
organizational-related training such as lean manufacturing training.
GMCL will have primary responsibility for personnel and country-related
training, including but not limited to, health and safety, human
rights, environmental and diversity training.
	 
	 	(iii)	 	Delphi will only be obligated to reimburse GMCL for its out-of-
pocket costs for training, such as consultants, training materials and
development costs, food and rentals of third party space. Delphi will
not be responsible for costs related to GMCL employees providing the
training or GMCL facilities used for the training.
	 
	 	(iv)	 	Delphi will be responsible for paying for all operations and
organizational training except to the extent that bumping caused by an
event caused by GMCL or GMCL employees other than Assigned Employees
exceeds 10% of a specific employee classification affected by the
bumping. Such training is set forth in Section 3.2(f). In such case,
either






	 	(1)	 	GMCL will either (a) provide
Assigned Employees with the applicable training, or (b) will pay
(and will not be reimbursed by Delphi) for the out-of-pocket
costs for the standard operations and organizational training
provided by Delphi, including Employment Costs, for those new
Assigned Employees, above such percentage who bump in the
Businesses, or
	 
	 	(2)	 	GMCL will only transfer such persons
after completing the necessary training itself.






	 	(v)	 	Any dispute concerning whether training should be provided, the
cost of training or the allocation of the costs therefor will be
referred to the Appeal Committee.






	 	(f)	 	Skilled Trades Training
	 
	 	 	 	The Parties agree that certain training is required for particular trades:
	 
	 	 	 	Tool & Die:





 









 





- 17 -





	 	 	 	Hands-on machine familiarization — (overlap with the resident trades person) — 80 hrs.
	 
	 	 	 	Electrician:
	 
	 	 	 	IMT Gas Certification — 120 hrs.
	 
	 	 	 	Robot Training — 80 hrs.
	 
	 	 	 	Hands-on Equipment Familiarization — 80 hrs. (overlap)
	 
	 	 	 	Miller Weld Controls — 16 hrs. (TRI-LINK only)
	 
	 	 	 	AFS Fastening — 24 hrs. (TRI-LINK only)
	 
	 	 	 	Vision Systems — 8 hrs. (TRI-LINK only)
	 
	 	 	 	Mig Welding — 8 hrs. (TRI-LINK only)

	 
	 	 	 	Industrial Mechanic — Millwright
	 
	 	 	 	IMT Gas Certification — 120 hrs. (Delphi should only train the 16 people and beyond that
all additional would be GMCL’s responsibility)
	 
	 	 	 	Hands-on Equipment Familiarization — 80 hrs. (overlap)
	 
	 	 	 	Mig Welding (Robots) — 8 hrs. (TRI-LINK only)
	 
	 	 	 	GMCL and Delphi will agree upon the allocation of the costs in advance of such training.
	 
	 	(g)	 	Travel
	 
	 	 	 	If it is necessary for Assigned Employees to travel in the course of their work
assignment, the travel guidelines of the GM Travel Policy, as amended from time to time,
will apply to Assigned Salaried Employees and the Collective Agreement will apply to
Assigned Hourly Employees. The Assigned Employees will be reimbursed by GMCL and Delphi
will reimburse GMCL for such costs of travel that Delphi approves in advance.






 











 



- 18 -


     (h) Lay-offs and Terminations




	 	(i)	 	Lay-offs Under Thirteen Weeks






	 	 	 	The costs of any layoffs anticipated to be of thirteen (13) weeks or less
will be paid by GMCL and reimbursed by Delphi as incurred regardless of the
initiating cause. Such layoffs of a temporary nature and hence the required
funding will be supported by a special report to be generated by GMCL to
Delphi. When a layoff is deemed to be short term GMCL will continue to be
reimbursed in the same fashion until such time that the layoff ends.






	 	(ii)	 	Lay-offs Greater than Thirteen Weeks






	 	(A)	 	Delphi shall give GMCL at least
six months’ notice of any changes to the Businesses that may
lead to the layoff of Assigned Employees anticipated to be
greater than thirteen (13) weeks, (but at least one year in the
event of a plant closure). Delphi acknowledges that GMCL has
obligations that could be breached if Delphi fails to give GM
notice of layoffs anticipated to be greater than 13 weeks. Upon
receipt of such notice, GMCL shall provide sufficient working
notice to the CAW and any affected Assigned Hourly Employees in
compliance with the applicable statutory and Collective
Agreement notice requirements. GMCL shall pay the costs relating
to layoffs of this nature and will be reimbursed by Delphi in
respect of the Layoff Cost Amount in accordance with Sections
3.3 and 3.4.





     (i) Vehicle Purchase Program



          GMCL will bear the costs of the GMCL Vehicle Purchase Program if used by Assigned Employees.
Delphi will not be required to reimburse such costs.




     3.3 Composite Fringe Amount




	 	(a)	 	The Composite Fringe Amount in any year will be based initially upon the costs
determined in accordance with this Agreement for costs of the type set out in Schedule
3.3. Such amount will include an amount for layoffs of a type referred to in Section
3.2(h)(ii) and early retirement costs determined in accordance with section 3.4
(“Lay-off Cost Amount”). The Composite Fringe Amount will be reviewed and adjusted
annually to reflect the variance in the prior year’s forecast. The Parties recognise
that costs of the type set out in Schedule 3.3 are not










 



- 19 -


	 	 	 	definitive of all types of costs that should be considered as part of the Composite Fringe
Amount in future years. The Composite Fringe Amount may vary from year to year reflecting
required legislative or market changes to fringe benefits paid by GMCL to its employees. As
well, the types of costs incurred may vary depending on the particular sub-population of
employees under study.
	 
	 	(b)	 	In relation to the OPEB Expense and the Pension Expense, which forms part of the Composite
Fringe Amount, the annual adjustment will reflect (i) the difference between the forecast
number of Assigned Employees and the actual number of such Assigned Employees and (ii) the
difference between the forecast OPEB Expense and Pension Expense upon which the monthly
invoices to Delphi are based, and the actual OPEB Expense and Pension Expense, based upon the
relevant FASB report referred to in this Section.
	 
	 	(c)	 	For each calendar year Delphi and GMCL will agree on a Composite Fringe Amount for Assigned
Employees that includes: (i) selected forecast fringe benefit costs for the calendar year;
and (ii) any amount carried forward from the previous calendar year that represents the
difference between the amount accrued by GMCL in accordance with this Agreement and the
amount paid by Delphi Canada. The reconciliation of the Composite Fringe Amounts contemplated
in Article 3 will be at calculated at a minimum, on an annual basis, but no later than
January of the following year. Delphi and GMCL will reconcile the Actual “Composite Fringe
Benefit” categories to the amount which Delphi reimbursed, on a 1/12th budget basis and the
aggregate variance will be settled no later than March 31 of the following year.
	 
	 	(d)	 	The Composite Fringe Amounts for Assigned Employees will include an amount for Pension
Expense reflecting active service cost only (i.e., exclude any amount for interest expense,
retiree expense or prior period actuarial gains or losses) where GMCL’s liability for the
Business employees is valued on an economic basis. For pension liability valuation purposes,
all actuarial assumptions will be consistent with GMCL’s prior year-end valuation as reported
in GMCL’s FASB-87 report, except for: (i) the discount rate, which will be the plan’s
actuarially assumed asset return rate in the previous year; and (ii) the pension benefit will
be assumed to increase at the average rate over the past rolling 10 years. These exceptions
will adjust the valuation to be an economic valuation. By valuing these expenses on an
economic basis, any future pension benefit enhancements approved by GMCL will not be
incorporated in any future allocations to Delphi (i.e., the benefit plan design will remain
fixed).
	 
	 	(e)	 	The Composite Fringe Amounts for Assigned Hourly Employees will also include an amount for
OPEB Expense reflecting active service cost only (i.e., exclude any amount for interest
expense, retiree expense or prior period actuarial gains or 










 



- 20 -


	 	 	 	losses) where GMCL’s liability for the Business employees is valued on an economic basis.
For OPEB liability valuation purposes, all actuarial assumptions will be consistent with
GMCL’s prior year-end valuation as reported in GMCL’s FASB-106 report, except for: (i) the
discount rate, which will be the Pension Plan’s actuarially assumed asset return rate in the
previous year; and (ii) the health care trend rate will be assumed to be 100 basis points
higher. These exceptions will adjust the valuation to be an economic valuation. By valuing
these expenses on an economic basis, any future OPEB enhancements approved by GMCL will not
be incorporated in any future allocations to Delphi (i.e., the benefit plan design will
remain fixed).
	 
	 	(f)	 	The hourly and salaried Composite Fringe Amounts will include amounts for other fringe
benefits that reflect GMCL’s prior experience adjusted in a way consistent
with GMCL’s budgeting process used to determine the expense at
GMCL’s other operations.





     3.4 Lay-off Cost Amount




	 	(a)	 	Delphi and GMCL will agree on Lay-off Cost Amounts for Assigned Employees in
accordance with the following process:






	 	(i)	 	In May of each year, prior to the commencement of the
applicable calendar year budget process, the Parties will agree on the
next year’s forecast Lay-off Cost Amount using a weighted amount of
lay-off costs and the cost of early retirement. The weighting will be
determined, and mutually agreed upon based on past experience for the
number of retirement elections.
	 
	 	(ii)	 	The layoff costs will include SUB, IMP, VTEP payment, Health
care, group insurance and any Pension Expense and OPEB Expense as
calculated in the Composite Fringe Amount. The early retirement
allowance will include the allowance and pension plan experience loss.
(See Schedule 3.4 for examples)






	 	(b)	 	The Lay-Off Cost Amount will be reviewed and adjusted annually to reflect the
difference between forecast lay-off events (i.e., timing, number and mix of layoffs
and early retirements) and actual layoff events (i.e., timing, number and mix). The
variance between forecast and actual lay-off events and resulting actual and
forecast Lay-off Cost Amounts will be subject to an annual reconciliation of the
assumed timing, number and mix of long term layoff and early retirement as part of
the reconciliation of the Composite Fringe Amount.










 



- 21 -


	 	(c)	 	The base head count for assessing the Layoff Cost Amount for 2000 calendar year
will be 449 Assigned Hourly Employees and 52 Assigned Salaried Employees. The base
head count will be reduced by 1% annually for normal attrition (such as normal
retirement without incentive payments, quit, or deaths). Such reduction will be
recognised only as of January (starting in 2001) of each year, rounded down to the
next whole number. The base head count will also be reduced for actual long-term
layoffs that have occurred and for which Delphi has agreed to pay the costs
pursuant to this Section 3.4. Base head count will be increased for additional
permanently assigned heads added to Delphi.
	 
	 	(d)	 	Notwithstanding anything else in this Agreement, Delphi shall only be
responsible for reimbursing layoff costs amount relating to long-term layoffs for
Assigned Employees when such layoff reduces the Assigned Employee headcount within the
Businesses below the then applicable base headcount for assessing actual layoff costs
set out in the paragraph above.






	 	 	[Delphi will be given credit against future Layoff Cost Amounts for reducing GMCL layoff
costs during periods that the Businesses Assigned Employees who are permanent active GMCL
employees are is in excess of the base head count.]
However, in such case, notwithstanding the definition of Employment Costs and Lay-off Cost
Amount, Delphi will be responsible for reimbursing GMCL for any actual layoff costs
incurred by GMCL subsequent to the commencement of this Agreement in relation to Assigned
Employees for whom it has received such credit, but only if such excess employees are
actually laid off directly from Delphi.





     3.5 Invoices



          GMCL shall invoice Delphi, and be paid, for the Services and other amounts required to be
paid by Delphi to GMCL under this Agreement in accordance with the Schedule 3.5 attached hereto.
GMCL’s invoice for the Services will be submitted t on or before the times specified in Schedule
3.5. Delphi shall pay by electronic fund transfer on or before the times specified on Schedule
3.5. Any amounts payable under this Agreement in respect of which goods and services tax or
harmonized sales tax is payable shall have such tax added thereto, and Delphi shall in addition to
the amount payable pay an amount equal to the tax exigible thereon to the bank account(s)
specified by GMCL from time to time.




          In the event that GMCL determines that an invoice previously issued contains an error or
omission, a correction will be made to a subsequent invoice as soon as is practicably possible.
The subsequent invoice will show the correction as a separate line item with a description of the
nature of the error and the period to which it relates.










 



- 22 -


          GMCL shall be solely responsible for any penalties or interest as a result of errors or
omissions arising from the assessment, calculation, collection, payment, or remittance of any goods
and services tax or any other applicable tax related to GMCL’s invoices for Services.



4. TERM AND TERMINATION




     4.1 Termination




This Agreement shall commence May 1, 2000 and shall continue indefinitely unless terminated
under, and only under, the following alternative conditions.




	 	1.	 	Delphi gives written termination notice to GMCL on or before
September 1, 2001 with termination effective December 31, 2002 or such other
date to which both Parties agrees.
	 
	 	2.	 	Delphi gives written termination notice to GMCL on or before
September 1, 2004 with termination effective December 31, 2005 or such other
date to which Parties agrees.
	 
	 	3.	 	Delphi gives written termination notice to GMCL on or after
December 31, 2005 with termination effective at least one year after notice has
been given or such other date to which GMCL agrees.
	 
	 	4.	 	GMCL gives written termination notice to Delphi with termination
effective at least to one year after notice has been given.






The Party requesting termination shall be liable for costs associated with termination of
this Agreement including, but not limited to, associated severance and layoff costs.



     4.2 Insolvency Default




A Party (not then subject to the events enumerated in this Section) may terminate this
Agreement on sixty (60) days’ notice if:




	 	(a)	 	if the other Party does not generally pay its debts when such debts become due
or admits in writing its inability to pay its debts generally or becomes insolvent or
makes a general assignment for the benefit of creditors or conveys or transfers any of
its material property with a view to delaying, defeating or hindering creditors or any
proceedings are instituted by or against the other Party seeking to adjudicate it a
bankrupt or insolvent or seeking liquidation or winding up, reorganization or relief
of debtors or other similar law or seeking the entry of an order for relief or










 



- 23 -


	 	 	 	the appointment of a receiver, trustee, custodian or other similar official for it
or for any substantial part of its property (excluding proceedings being contested
by the other Party in good faith so long as any enforcement proceedings are
stayed), or if a receiver, trustee, custodian or other similar official for it or
for any substantial part of its property is appointed, or any of them shall take
any corporate action to authorize any of the actions set forth above in this
clause;
	 
	 	(b)	 	if an order shall be made or an effective resolution passed for the
winding-up, liquidation or dissolution of the other Party; or
	 
	 	(c)	 	if an encumbrancer shall take possession of all or a substantial part of the
property of the other Party (whether by appointment of a receiver, receiver and
manager or otherwise) or if a distress or execution or any similar process be levied
or enforced there against and remain unsatisfied for such period as would permit such
property or such substantial part thereof to be sold thereunder.




The Party whose condition under either paragraphs (a), (b), or (c) triggered the termination shall
bear the costs of any such termination of this Agreement, including layoff and severance costs.




     4.3 Force Majeure



          Delays in or the failure of any Party to perform its obligations under this Agreement shall
not constitute a default hereunder or give rise to any claim for Loss if and to the extent caused
by a general lock-out of the GMCL complex or occurrences beyond the control of the Party so
affected, including, but not limited to, decrees of Government (whether federal, provincial or
municipal), acts of God, inability to procure materials or labour, strikes (legal or illegal),
slowdowns, refusal to work or other activity to restrict output by Assigned Employees, fires,
floods, explosions, riots, war, rebellion, sabotage and atomic or nuclear incidents; but lack of
finances shall in no event be deemed to be a cause beyond a Party’s control. A Party, who wishes
to rely on this Section, shall advise the other Parties of such state of force majeure as soon as
possible.



5. INDEMNITY




     5.1 Indemnity by GMCL



          GMCL shall defend, hold harmless and indemnify Delphi against any Loss as a result of, in
connection with or related to:





	 	(a)	 	product liability claims in respect of products manufactured by GMCL Assigned
Employees for Delphi pursuant to this Agreement, but only to the extent of any Loss
attributable to the gross negligence or wilful misconduct of GMCL or its










 



- 24 -


	 	 	 	employees in failing to comply with Delphi’s manufacturing processes and
procedures as required under this Agreement. For greater certainty Delphi is
responsible and liable for all aspects of the design and engineering of such
products manufactured after the date of the Agreement;
	 
	 	(b)	 	all employment related claims by Assigned Employees, or by the CAW on behalf
of Assigned Employees, except (i) that such indemnity shall not preclude GMCL from
claiming reimbursement from Delphi for any portion of such Losses that are otherwise
amounts reimbursable by Delphi to GMCL under this Agreement and (ii) this indemnity
does not extend to Losses to the extent, such Losses, are attributable to (A) GMCL
properly implementing Delphi Annual Operating Parameters or (B) to the gross
negligence of Delphi or wilful misconduct of Delphi Employees, (including without
limitation, breach of Laws, or actions constituting sexual harassment or constructive
dismissal);
	 
	 	(c)	 	claims by the CAW in relation to this Agreement and GMCL’s performance of
the terms of this Agreement, except to the extent that the claim relates to the
actions of GMCL taken at the direction of Delphi or in accordance with the proper
implementation of the Annual Operating Parameters.
	 
	 	(d)	 	claims, including prosecutions and other regulatory proceedings, commenced
against Delphi Canada as a result of the alleged failure of GMCL to comply with the
duties and responsibilities under applicable Laws in relation to GMCL’s provision of
Services under this Agreement.





     5.2 Indemnity by Delphi



          Delphi shall defend, hold harmless and indemnify GMCL against any Loss as a result of, in
connection with or related to:





	 	(a)	 	product liability claims relating to products manufactured after the date of
this Agreement, except claims that are specified as a GMCL liability
in s. 5.1(i);
or
	 
	 	(b)	 	any employment related claims by Delphi Employees, except to the extent that
such claims relates to the gross negligence of GMCL or wilful misconduct of GMCL
employees (other than Assigned Employees) including breach of Laws, actions
constituting sexual harassment or constructive dismissal.





     5.3 Certain Limitations



          Unless otherwise specifically provided, the obligations of indemnification in Sections 5.1 and
5.2 shall be subject to the requirements that the Party seeking to be indemnified










 



- 25 -

provides the indemnifying Party, in respect of any claim made by a third party, prompt notice in
writing of such claim and an opportunity at the indemnifying Party’s sole expense to resist,
defend and negotiate a settlement regarding the same, including the final disposition of any
appeal therefrom. The other Party shall have the right at its sole expense and option to be
represented by counsel of its own choice in defence of any such claim and to be consulted in
respect of all negotiations for settlement in connection with any such claim.




     5.4 Sole Remedy


The Parties agree that any dispute between GMCL and Delphi with respect to the obligations of the
parties to this Agreement or the interpretation, application, or alleged violation of this
Agreement or the failure by the Parties to agree on a matter which,
under the terms herein,
requires the agreement of the Parties (collectively “Disputes”) shall be subject to the provisions
set out in Section 5.5.




     5.5 Dispute Resolution



          The Parties shall use all commercially reasonable efforts to settle all Disputes without
resorting to mediation, arbitration or otherwise. Senior employees with expertise concerning the
dispute shall first attempt to settle the Dispute within thirty (30) days of the issue being
raised in writing by a Party. In the event that the Dispute is unresolved at the end of such
period, it may be referred by either party to an appeal committee consisting of the GMCL Vice
President, Personnel, Vice President Finance and Vice President Operations and Delphi E&C Director
of Canadian Operations and Personnel Director, Delphi’s Oshawa site manager and Delphi Canada’s
CFO (the “Appeal Committee”). The Appeal Committee will meet within thirty (30) days of having a
Dispute referred to it and use commercially reasonable efforts to resolve the Dispute within sixty
(60) days of the date of the referral of the Dispute. Regarding labour issues, the Appeal
Committee will resolve Disputes in an effort to achieve a result that reflects as reasonably
practicable the result that would have occurred had Delphi executed its own collective agreement
with the CAW in the context of being the major supplier to GMCL. If any Dispute remains unsettled
by the Appeal Committee within thirty (30) days of a Dispute being referred to it, either Party
may require that the Dispute be subject to the Dispute resolution mechanism agreed between General
Motors Corporation and Delphi U.S. If the Dispute is not resolved within the time frame set out in
such agreement a Party may commence proceedings hereunder by delivering a written notice from a
Senior Vice President or comparable executive officer of such Party (the “Demand”) to the other
Party providing reasonable description of the Dispute to the other and expressly requesting
mediation hereunder.




          The Parties hereby agree to submit all Disputes to non-binding mediation before a mediator
reasonably acceptable to both Parties. If, after such mediation, the Parties subject to such
mediation disagree regarding the mediator’s recommendation, such Dispute shall be submitted to
arbitration under the terms hereof, which arbitration shall be final, conclusive and binding upon
the Parties, their successors and assigns. The arbitration shall be conducted in











 



- 26 -



Oshawa, Ontario by three arbitrators acting by majority vote (the “Panel”) selected by agreement of
the parties not later than ten (10) days after the delivery of the recommendation provided by the
mediator as described above or, failing such agreement, appointed pursuant to the commercial
arbitration rules of the American Arbitration Association, as amended from time to time (the “AAA
Rules”). If an arbitrator so selected becomes unable to serve, his or her successors shall be
similarly selected or appointed. The arbitration shall be conducted pursuant to the 1 Arbitration
Act (Ontario) and such procedures as the Parties subject to such arbitration may agree, or, in the
absence of or failing such agreement, pursuant to the AAA Rules. Notwithstanding the foregoing: (i)
each Party shall have the right to audit the books and records of the other Party that are
reasonably related to the Dispute; (ii) each Party shall provide to the other, reasonably in
advance of any hearing, copies of all documents which a Party intends to present in such hearing;
and (iii) each Party shall be allowed to conduct reasonable discovery through written requests for
information, document requests, requests for stipulation of fact and depositions, the nature and
extent of which discovery shall be determined by the Parties; provided that if the Parties cannot
agree on the terms of such discovery, the nature and extent thereof shall be determined by the
Panel which shall take into account the needs of the Parties and the desirability of making
discovery expeditious and cost effective. The award shall be in writing and shall specify the
factual and legal basis for the award. The Panel shall apportion all costs and expenses of
arbitration, including the Panel’s fees and expenses and fees and expenses of experts, between the
prevailing and non-prevailing Party as the Panel deems fair and reasonable. The Parties hereto
agree that monetary damages may be inadequate and that either Party by whom this Agreement is
enforceable shall be entitled to seek specific performance of the arbitrators’ decision from a
court of competent jurisdiction, in addition to any other appropriate relief or remedy.
Notwithstanding the foregoing, in no event may the Panel award consequential, special, exemplary or
punitive damages. Any arbitration award shall be binding and enforceable against the parties hereto
and judgment may be entered thereon in any court of competent jurisdiction.



6. INSPECTION OF RECORDS




     6.1 Records



          All Employment Cost and time records shall be maintained by GMCL and GMCL shall maintain
detailed, complete and accurate accounting records of Employment Costs and of the hours of direct
labour performed under this Agreement. The hours of such labour billed by GMCL shall be supported
by work schedules showing hours worked and by evidence of actual payment either through payroll
records or cancelled cheques. All records pertaining to this Agreement shall be preserved for at
least seven (7) years following the expiration or termination of this Agreement or any purchase
order under it.




          GMCL agrees that its books and records, or such part thereof, relating to the performance of
its obligations under this Agreement, shall at all reasonable times during business hours and on
reasonable prior notice be subject to inspection by any authorized representative of Delphi and/or
any government authorities having jurisdiction.










 



- 27 -

7. COMPLIANCE WITH LAW




     7.1 Compliance with Law



          GMCL and Delphi, as the case may be, shall use commercially reasonable efforts to cause
their respective employees, agents and representatives to, comply with and observe all
applicable Laws,.




     7.2 Permits and Approvals



          GMCL is responsible for obtaining (and maintaining) any necessary governmental permits
for approvals that are required by law in order for GMCL to provide the Services to Delphi
under this Agreement.




     7.3 Governing Law



          This Agreement shall be governed by, and construed and enforced in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein. Subject to Section
5.5, the Parties hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the
Province of Ontario in respect of the subject matter hereof.



8. CONFIDENTIALITY




     8.1 GMCL’s Name



          Delphi shall not, directly or indirectly, in any manner use or register or attempt to
register (i) any name containing General Motors of Canada Limited, GMCL, General Motors
Corporation, General Motors or GM, or (ii) any other mark, name or design owned by GMCL or
its subsidiaries or affiliates or any confusingly similar marks, names or designs. Without
limiting the generality of the foregoing, Delphi shall not use GMCL’s name in any
advertising, promotional materials, publicity releases or other written material distributed
to prospective clients relating to the Services to be performed by GMCL hereunder or the
results thereof, without the prior written consent of GMCL.




     8.2 Delphi Confidentiality Obligations



          All GMCL Confidential Information disclosed or otherwise made available to
Delphi by GMCL shall be considered confidential by Delphi. “GMCL Confidential Information”
means confidential information known or used by GMCL in connection with its business including
without limitation employee information (both personal and costs), financial information,
marketing information, business opportunities and research and development
which information











 



- 28 -



may be modified, amended or improved from time to time, together with all data, compilations of
information, forecasts, studies and other documentation, whether in oral, written, graphic, machine
readable or physical form.




          Delphi shall not be subject to the obligations of this Section 8.2 with respect to:





	 	(a)	 	information which is in the public domain or public information at the time
of Delphi’s receipt thereof from GMCL;
	 
	 	(b)	 	information which, after Delphi’s receipt thereof from GMCL, becomes part of
the public domain or public information through no act or fault of Delphi;
	 
	 	(c)	 	information which Delphi can show was lawfully in Delphi’s possession prior
to the receipt thereof from GMCL;
	 
	 	(d)	 	information which at the time it was received in good faith by Delphi from
an independent third patty was lawfully in possession of such third party and under
no obligation of secrecy; and
	 
	 	(e)	 	information which is released from the provisions of this Agreement by the
written authorization of GMCL.





          Delphi shall, and shall cause its officers, directors, employees and agents, to keep
confidential all Confidential Information and not use such information except as contemplated by
this Agreement. The standard of care imposed on Delphi for protecting such information shall be
the reasonable and prudent care necessary to prevent improper disclosure or use of such
information, to the same degree employed by Delphi to protect its own information of such nature,
Delphi shall not be liable to GMCL, nor it will not be a default under this Confidentiality
provision unless Delphi is grossly negligent in breaching this standard. During and after the term
of this Agreement, Delphi agrees to not for any reason, without the prior written authorization of
GMCL, directly or indirectly provide any other person, firm or corporation with access to the GMCL
Confidential Information or make use of the GMCL Confidential Information for its personal benefit
or for the benefit of any person, firm or corporation other than GMCL or assist others in doing
so.




          Delphi acknowledges that the GMCL Confidential Information is confidential and a valuable
asset of GMCL and is and at all times shall remain the exclusive property of GMCL and the
confidentiality of the same shall be protected by Delphi. All applicable intellectual property
rights residing in the GMCL Confidential Information, including, without limitation, patents,
copyrights, industrial designs, trade-marks and trade secrets are and will remain the exclusive
property of GMCL.










 



- 29 -


          Upon written request from GMCL upon the termination of this Agreement, Delphi shall promptly
return to GMCL all GMCL Confidential Information in Delphi’s possession or subject to its control.




          Delphi agrees to request that Delphi salaried employees execute a confidentiality
acknowledgment in favour of GMCL substantially in the form of Schedule 8.2.




          In the event that Delphi or anyone to whom Delphi provides or otherwise makes available the
GMCL Confidential Information pursuant to this Agreement becomes legally compelled to disclose any
of the GMCL Confidential Information to any government entity or other third party, Delphi will
provide GMCL with prompt notice, together with copies of all GMCL Confidential Information which
Delphi intends to disclose so that GMCL may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this Agreement. Such notice and GMCL Confidential
Information shall be provided to GMCL in writing at least five (5) Business Days prior to
disclosure of same to any governmental entity or other third party. In the event that such
protective order or other remedy is not obtained, or that GMCL waives compliance with the
provisions of this Agreement, Delphi will furnish only that portion of the GMCL Confidential
Information which Delphi is advised, by written opinion of counsel, addressed to Delphi, is
legally required and will exercise reasonable commercial efforts to obtain reliable assurance that
confidential treatment will be accorded the GMCL Confidential Information.




     8.3 GMCL Confidentiality Obligations



          All Delphi Confidential Information disclosed or otherwise made available to GMCL by Delphi
shall be considered confidential by GMCL. “Delphi Confidential Information” means confidential
information known or used by Delphi in connection with its business including without limitation
employee information (both personal and costs), financial information, marketing information,
business opportunities and research and development which information may be modified, amended or
improved from time to time, together with all data, compilations of information, forecasts,
studies and other documentation, whether in oral, written, graphic, machine readable or physical
form.




          GMCL shall not be subject to the obligations of this Section 8.3 with respect to:





	 	(a)	 	information which is in the public domain or public information at the time of
GMCL’s receipt thereof from Delphi;
	 
	 	(b)	 	information which, after GMCL’s receipt thereof from Delphi, becomes part of
the public domain or public information through no act or fault of GMCL;










 



- 30 -


	 	(c)	 	information which GMCL can show was lawfully in GMCL’s possession prior to the
receipt thereof from Delphi;
	 
	 	(d)	 	information which at the time it was received in good faith by GMCL from an
independent third party was lawfully in possession of such third party and under no
obligation of secrecy; and
	 
	 	(e)	 	information which is released from the provisions of this Agreement by the
written authorization of Delphi.





          GMCL shall, and shall cause its officers, directors, employees and agents, to keep
confidential all Delphi Confidential Information and not use such information except as
contemplated by this Agreement. The standard of care imposed on GMCL for protecting such
information shall be the reasonable and prudent care necessary to prevent improper disclosure or
use of such information, to the same degree employed by GMCL to protect its own information of
such nature, GMCL shall not be liable to Delphi, nor it will not be a default under this
Confidentiality provision unless GMCL is grossly negligent in breaching this standard. During and
after the term of this Agreement, GMCL agrees to not for any reason, without the prior written
authorization of Delphi, directly or indirectly provide any other person, firm or corporation with
access to the Delphi Confidential Information or make use of the Delphi Confidential Information
for its personal benefit or for the benefit of any person, firm or corporation other than Delphi
or assist others in doing so.




          GMCL acknowledges that the Delphi Confidential Information is confidential and a valuable
asset of Delphi and is and at all times shall remain the exclusive property of Delphi and the
confidentiality of the same shall be protected by GMCL. All applicable intellectual property
rights residing in the Delphi Confidential Information, including, without limitation, patents,
copyrights, industrial designs, trade-marks and trade secrets are and will remain the exclusive
property of Delphi.




          Upon written request from Delphi upon termination of this Agreement, GMCL shall promptly
return to Delphi all Delphi Confidential Information in GMCL’s possession or subject to its
control.




          GMCL agrees to request that GMCL Assigned Salaried Employees execute a confidentiality
acknowledgment in favour of Delphi substantially in the form of Schedule 8.3.




          In the event that GMCL or anyone to whom GMCL provides or otherwise makes available the
Delphi Confidential Information pursuant to this Agreement becomes legally compelled to disclose
any of the Delphi Confidential Information to any government entity or other third party, GMCL
will provide Delphi with prompt notice, together with copies of all Delphi Confidential
Information which GMCL intends to disclose so that Delphi may seek a











 



- 31 -



protective order or other appropriate remedy and/or waive compliance with the provisions of this
Agreement. Such notice and Delphi Confidential Information shall be provided to Delphi in writing
at least five (5) Business Days prior to disclosure of same to any governmental entity or other
third party. In the event that such protective order or other remedy is not obtained, or that
Delphi waives compliance with the provisions of this Agreement, GMCL will furnish only that portion
of the Delphi Confidential Information which GMCL is advised, by written opinion of counsel,
addressed to GMCL, is legally required and will exercise reasonable commercial efforts to obtain
reliable assurance that confidential treatment will be accorded the Delphi Confidential
Information.




     8.4 Public Disclosures



          The terms of this Agreement shall be kept confidential by the Parties except that the CAW may
be informed by GMCL of its terms. GMCL and Delphi Canada will consult with each other before
issuing any press releases or otherwise making any public statements with respect to this
Agreement or the transactions contemplated hereby, and shall not issue any press release or make
any public statement without mutual consent, except as may be required by applicable law and then
only after such prior consultation.




9. NOTICE



     9.1 Notice




          Any notice or other communication required or permitted to be given by this Agreement shall
be in writing and shall be effectively given if (i) delivered personally; or (ii) sent by prepaid
courier service; or (iii) sent by facsimile and confirmed by mailing the original document so sent
by prepaid mail on the same or following day,



If to GMCL:



General Motors of Canada Limited

1908 Colonel Sam Drive

Oshawa, Ontario L1H 8P7

Attention:     Treasurer

Fax No:     (905)644-6273










 



- 32 -



with
a copy to: General Motors of Canada Limited



1908 Colonel Sam Drive

Oshawa, Ontario L1H 8P7 

Attention:     General Counsel

Fax No:       (905) 644-7772



If to Delphi Canada:



Delphi Canada Inc.

c/o Delphi Energy & Chassis Systems

4800 S, Saginaw Street

M/C 485-301-14C



Flint, Michigan 48501



Attention:   President

Fax No:       (810) 257-6957



with a copy to: Delphi Automotive Systems Corporation



5725 Delphi Drive

Troy, MI 48098-2815

Attention:  Assistant General Counsel, Commercial Practices



Fax
No.      (248) 813-2491



or at such address as the Party to whom such notice or other communication is to be given shall
have advised the Party giving same in the manner provided in this Section. Any notice or other
communication delivered personally or by prepaid courier service shall be deemed to have been given
and received on the day of actual receipt at such address, provided that if such day is not a
Business Day (as defined below), such notice or other communication shall be deemed to have been
given and received on the next Business Day. Any notice or other communication transmitted by
facsimile shall be deemed given and received on the day of its transmission provided that the
sending Party contacts the receiving Party to confirm receipt thereof and that such day is a
Business Day and such transmission is completed before 5:00 p.m. on such day, failing which such
notice or other communication shall be deemed given and received on the first Business Day after
its transmission. Regardless of the foregoing, if there is a mail stoppage or labour dispute or
threatened labour dispute which has affected or could affect normal mail delivery by Canada Post,
then a Party who sends a notice or other communication by telecopier shall be relieved from the
obligation to mail the original document in accordance with this Section.










 



- 33 -

10. GENERAL




     10.1 Cooperation




     Delphi and GMCL agree to work together in good faith and cooperate in performing under
this Agreement. In this regard, other than with respect to claims by GMCL or any GMCL
affiliate against Delphi, GMCL shall, at the reasonable request of Delphi, provide Delphi
with technical assistance, documentation, and other information, through Assigned Employees
and, to the extent possible, former Assigned Employees. Delphi shall reimburse GMCL for
GMCL’s reasonable out-of-pocket costs incurred in connection with such assistance as agreed
upon by the Parties.



     10.2 Survival




     Sections 5, regarding indemnification, 6, regarding inspection of records, 8,
regarding confidentiality, and 10.1, regarding cooperation, shall survive the termination
of this Agreement for a period of seven (7) years. If any portion of this Agreement is
deemed invalid by a court of competent jurisdiction, the other provisions of this Agreement
will apply with full force and effect.



     10.3 No Assignment




     This Agreement shall be binding upon the parties hereto and shall not be assignable or
transferable by either party to any third party without the prior written consent of the other
party, which consent may be withheld to the other party in its sole discretion.



     10.4 Time



          Time is of the essence in the performance of the Parties’ respective obligations under this
Agreement.



     10.5 Singular, etc.




     In this Agreement, the use of words in the singular or plural, or with a particular gender,
shall not limit the scope or exclude the application of any provision of this Agreement to such
person or persons or circumstances as the context otherwise requires.









 



- 34 -


     10.6 Headings



          The division of this Agreement and the insertion of headings is for convenience of reference
only and shall not affect the construction or interpretation of this Agreement or any part thereof.




     10.7 Currency



          Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful
Canadian funds. All amounts to be paid pursuant to this Agreement are to be paid in lawful
Canadian funds.




     10.8 Entire Agreement



          This Agreement, including all schedules attached hereto and including any purchase orders
and/or releases issued by GMCL from time to time shall constitute the entire agreement between the
Parties with respect to the furnishing of the Services.




     10.9 Waiver and Modification



          No provision of this Agreement shall be deemed waived, amended or modified by any Party
unless such waiver, amendment or modification is in writing, and signed by an authorized
representative of each Party.




     10.10 Business Day



          For the purposes of this Agreement, “Business Day” shall mean any day that is not a
Saturday, Sunday, a statutory or public holiday or a day on which GMCL is closed for business.




     10.11 Counterparts



          This Agreement may be executed by the Parties in separate counterparts or by facsimile, each
of which when so executed and delivered shall be an original, but all such counterparts or
facsimile copies shall together constitute one and the same instrument. All signatures of the
Parties to and pursuant to this Agreement may be transmitted by facsimile, and such facsimile
will for all purposes be deemed to be the original signature of the person whose signature it
reproduces and will be binding upon that person and on the Party on whose behalf that person
signed.










 



- 35 -


     10.12 Third Parties



          Nothing
contained in this Agreement is intended to or shall be construed to confer upon or
give to any person, firm, corporation, association, labour organization, or trust other than the
Parties and their respective successors and permitted assigns, any claims, rights, or remedies
under or by reason of this Agreement.










 






          IN WITNESS WHEREOF, the Parties hereby have caused this Agreement to be executed by their duly
authorized representatives as of the date first above written.




	 	 	 	 	 	 	 
	 	 	GENERAL MOTORS OF CANADA LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ L. D. Warrall	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ J. Zur Schmiede	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	DELPHI CANADA INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard J. Wilkins	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	APPROVED	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	FINANCIAL
	 	 	LEGAL	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	BPM
	 	 	CC	 	 	 
	 

	 	 	4/28/00	 	 	 	 	 	 
	 

	 	 	DATE
	 	 	DATE	 	 	 
	 

	 	 	 	 	 	April 28, 2000	 	 	 




















 





SCHEDULE
“2.1”




TOTAL EMPLOYEES




	 	   	 	 	 	   	 	 	 
	LOCATION	 	HOURLY EMPLOYEES	 	SALARIED EMPLOYEES
	OSHAWA BATTERY
	 	 	244	 	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	TRI-LINK
	 	 	205	 	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	 	449	 	 	 	52	 






Hourly Employees on leave, etc.




	 	 	 	 	 
	Oshawa Battery
	 	 	 	 
	 
	Leave
	 	 	4	 
	Layoff
	 	 	8	 
	Total
	 	 	12	 
	 
	 	 	 	 
	Oshawa Tri-Link
	 	 	 	 
	 
	Leave
	 	 	3	 
	Layoff
	 	 	3	 
	Total
	 	 	6	 






Salaried Employees on leave, etc.




     Nil









 



 


Schedule 3.1(b) — Payroll Related Actuals




	 	 	 	 	 
	Description	 	Group
	  1 Straight Time

	 	Hourly
	 	Salary
	  2 Shift Premiums

	 	Hourly
	 	Salary
	  3 Overtime

	 	Hourly
	 	Salary
	  4 COLA

	 	Hourly	 	 
	  5 Vacation Pay (PAA. SPA)

	 	Hourly	 	 
	  6 Special Payment (Holiday Bonus)

	 	Hourly
	 	Salary
	  7 Holiday Pay

	 	Hourly	 	 
	  8 Short Work Week Benefits

	 	Hourly	 	 
	  9 Bereavement. Election & Jury
Duty

	 	Hourly	 	 
	10 Disability Leave of Absence

	 	Hourly
	 	Salary
	11 Military leave of Absence

	 	Hourly	 	 
	12 Enhanced Variable Pay

	 	 	 	Salary
	13 Health Care Tax

	 	Hourly
	 	Salary
	14 Employment Insurance

	 	Hourly
	 	Salary
	15 Employment Insurance Rebate

	 	 	 	Salary
	16 Canada Pension Plan

	 	Hourly
	 	Salary
	17 Stock Savings Plan

	 	 	 	Salary
	18 Tuition and Tool Allowance

	 	Hourly	 	 
	19 Tuition Refund

	 	Hourly
	 	Salary
	20 Worker’s Compensation

	 	Hourly
	 	Salary
	21
Short-term Layoff Costs

	 	Hourly
	 	Salary
	22 Short-term Leave

	 	Hourly
	 	salary












 



 


Schedule 3.3 — Composite Fringe Items




	 	 	 	 	 
	Description	 	Group
	23 Wages
Training Program
	 	Hourly	 	 
	24 Group Life Insurance
	 	Hourly	 	Salary
	25 Health Care Benefits
	 	Hourly	 	Salary
	26 Substance Abuse
	 	 	 	Salary
	27 Legal
Services Plan
	 	Hourly	 	 
	28 Retiree
Health Group / OPEB
	 	Hourly	 	Salary
	29 Pension Plan
	 	Hourly	 	Salary
	30 Stock
Savings Plan
	 	Hourly	 	 
	31 National Training Fund
	 	Hourly	 	 
	32 Paid Educational Leave
	 	Hourly	 	 
	33 Training
Fund – National Overtime Penalty
	 	Hourly	 	 
	34 Long-term
Layoff Costs
	 	Hourly	 	Salary
	35 Special
Canadian Contingency Plan
	 	Hourly	 	 
	36  Other
Benefits As Agreed To By GMCL And Delphi From Time to Time
	 	Hourly	 	Salary












 



 


Schedule 3.4
– Layoff Cost Example (Salary)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Salary Layoffs	 	2000 CY	 	2001 CY	 	2002 CY
	Year 1
	 	 	 	 	 	 	 	 	 	 	 	 
	Sub payments per head
(6 mths* 6140/mth * 75%) + (6 mths * 6140/mth * 60%), lese EI portion
	 	 	33,627	 	 	 	35,308	 	 	 	37,074	 
	Health care
per head (1 mth * 307.07 + 11 mths * 222.79)
	 	 	2,758	 	 	 	2,803	 	 	 	3,055	 
	Group Inc
per head (1 mth @ 222.96 + 11 mths @ 98.09)
	 	 	1,302	 	 	 	1,367	 	 	 	1,435	 
	Pension Cost
	 	 	5,800	 	 	 	6,090	 	 	 	6,395	 
	OPEB Cost
	 	 	1,400	 	 	 	1,474	 	 	 	1,551	 
	 	 	 
	 
	Total Costs - year 1
	 	 	44,887	 	 	 	47,141	 	 	 	49,509	 
	 	 	 
	 
	Year 2
	 	 	 	 	 	 	 	 	 	 	 	 
	Sub payments
per head (12 mths @ $6140/mth * 60%)
	 	 	44,208	 	 	 	48,418	 	 	 	48,739	 
	Heath care per head (12 mths @ 222,79)
	 	 	2,673	 	 	 	2,814	 	 	 	2,982	 
	Group Inc
per head (12 mtha @ 98,09)
	 	 	1,177	 	 	 	1,236	 	 	 	1,298	 
	Pension Cost
	 	 	5,800	 	 	 	6,090	 	 	 	6,395	 
	OPEB Cost
	 	 	1,400	 	 	 	1,474	 	 	 	1,551	 
	 	 	 
	 
	Total Costs
- year 2
	 	 	55,259	 	 	 	58,032	 	 	 	60,944	 
	 	 	 
	 
	Year 3
	 	 	 	 	 	 	 	 	 	 	 	 
	ICP payments per head (12 mths @ $6140/mth * 60%)
	 	 	44,208	 	 	 	46,418	 	 	 	48,739	 
	Total Costs
- year 3
	 	 	44,208	 	 	 	46,418	 	 	 	48,739	 
	 	 	 
	 
	Total Layoff Costs Per Employee
	 	 	144,353	 	 	 	151,592	 	 	 	159,193	 
	 	 	 












 



 


Schedule 3.4
– Layoff Cost Example (Hourly)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2000 CY	 	2001 CY	 	2002 CY
	Early Retirements	 	90%	 	90%	 	90%
	Document 12 Early Retirement Incentive
	 	 	50,000	 	 	 	50,000	 	 	 	50,000	 
	Pension Plan Experience Loss
	 	 	98,650	 	 	 	98,650	 	 	 	98,650	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Early Retirement Costs Per Employee
	 	 	148,650	 	 	 	148,650	 	 	 	148,650	 
	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Layoffs	 	10%	 	10%	 	10%
	Year 1
	 	 	 	 	 	 	 	 	 	 	 	 
	Sub payments per head (52 weeks * $698/Week), less El portion
- (52*698)-(39*413)
	 	 	20,189	 	 	 	21,198	 	 	 	22,258	 
	Health care per head (1 mth * 264.31 + 11 mths * 188.42)
	 	 	2,337	 	 	 	2,460	 	 	 	2,589	 
	Group Ins
per head (1 mth @ 204.08 + 11 mths @ 46.43)
	 	 	715	 	 	 	751	 	 	 	788	 
	Pension Cost
	 	 	5,000	 	 	 	5,250	 	 	 	5,513	 
	OPEB Cost
	 	 	1,100	 	 	 	1,158	 	 	 	1,219	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Costs
- year 1
	 	 	29,341	 	 	 	30,816	 	 	 	32,366	 
	 	 	 
	 
	Year 2
	 	 	 	 	 	 	 	 	 	 	 	 
	Sub payments per head (52 weeks @ $698/week)
	 	 	36,296	 	 	 	38,111	 	 	 	40,016	 
	Health care per head (12 mths @ 168.42)
	 	 	2,261	 	 	 	2,380	 	 	 	2,505	 
	Group Ins per head (12 mths @ 46.43)
	 	 	557	 	 	 	565	 	 	 	614	 
	Pension Cost
	 	 	5,000	 	 	 	5,250	 	 	 	5,513	 
	OPEB Cost
	 	 	1,100	 	 	 	1,158	 	 	 	1,219	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Costs - year 2
	 	 	45,214	 	 	 	47,483	 	 	 	49,866	 
	 	 	 
	 
	Year 3
	 	 	 	 	 	 	 	 	 	 	 	 
	IMP payments per head (52 weeks @ $644/week)
	 	 	33,488	 	 	 	35,162	 	 	 	36,921	 
	Health care per head (12 mths @ 188.42)
	 	 	2,261	 	 	 	2,380	 	 	 	2,505	 
	Group Ins per head (12 mths @ 46.43)
	 	 	557	 	 	 	585	 	 	 	614	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Costs
- year 3
	 	 	36,306	 	 	 	38,127	 	 	 	40,039	 
	 	 	 
	 
	Year 4
	 	 	 	 	 	 	 	 	 	 	 	 
	Sub payments per head (52 weeks @ $698/week)
	 	 	36,296	 	 	 	38,111	 	 	 	40,016	 
	Health care per head (12 mths @ 188.42)
	 	 	2,261	 	 	 	2,380	 	 	 	2,505	 
	Group Ins per head (12 mths @ 46.43)
	 	 	557	 	 	 	586	 	 	 	614	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Costs - year 4
	 	 	39,114	 	 	 	41,076	 	 	 	43,135	 
	 	 	 
	 
	Year 5
	 	 	 	 	 	 	 	 	 	 	 	 
	Sub payments per head (26 weeks @ $698/week)
	 	 	18,148	 	 	 	19,055	 	 	 	20,008	 
	Health care per head (6 mths @ 188.42)
	 	 	1,131	 	 	 	1,190	 	 	 	1,252	 
	Group Ins per head (6 mths @ 46.43)
	 	 	279	 	 	 	293	 	 	 	307	 
	 	 	 
	Total Costs - year 5
	 	 	19,557	 	 	 	20,538	 	 	 	21,568	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Layoff Costs Per Employee
	 	 	169,532	 	 	 	178,040	 	 	 	186,975	 
	 	 	 













 



 




SCHEDULE
“3.5”



(a) Except as specified in paragraph (c) Delphi will reimburse GMCL on a weekly basis for Assigned
Hourly Employee payroll and related payroll taxes and payments on or before the dates on Schedule
3.5.A.



(b) Except as specified in paragraph (c) Delphi will reimburse GMCL semi-monthly for Assigned
Salaried Employee payroll and related payroll taxes and payments on or before the dates on Schedule
3.5.A, except for reimbursement of the cost of the options granted as part of variable compensation
which will be reimbursed at the end of the month in which the optins are paid.



(c) Delphi will reimburse GMCL on a monthly (5th Working Day of following month) for Hourly and
Salary actual incurred Health Care Tax and Worker’s Compensation Tax.



(d) Composite Fringe Amounts will be recovered on a prorated monthly basis based on the agreed
Composite Fringe Amount for the year in question and paid on or
before the dates set out in Schedule 3.5.A.



(e) All other reimbursements due under this Agreement between the Parties shall be paid within
fourteen days of the presentment of invoices for such payment, invoices for ordinary course
reimbursement may be presented at the end of each month in which the expense was incurred and
invoices for extraordinary items and all reimbursement in excess of $500,000 may be presented upon
the expense being incurred. In either case, payment will be due 14 days after presentment of the
invoice.



(f) Any other Employee related costs which may arise during the course of this agreement must be
reviewed and agreed upon by Delphi prior to invoicing and will be reimbursed to GMCL on the
appropriate basis depending on the type of cost, i.e., weekly, semi-monthly.










 



 


Schedule 3.5 — Invoice Delphi Funding Schedule — Calendar Year 2000




	 	 	 	 	 	 	 
	 	 	 	 	Short-term	 	 
	 	 	 	 	Layoff/	 	Salaried
	 	 	Hourly Pay	 	Leave	 	Pay
	 	 	Funding	 	Funding	 	Funding
	Month	 	Code “A”	 	Code “A*”	 	Code “B”
	May
	 	10th	 	11th	 	12th
	 
	 	17th	 	18th	 	30th
	 
	 	25th	 	26th	 	 
	 
	 	31st	 	1st	 	 
	June
	 	7th	 	8th	 	14th
	 
	 	14th	 	15th	 	28th
	 
	 	21st	 	22nd	 	 
	 
	 	28th	 	29th	 	 
	July
	 	5th	 	6th	 	12th
	 
	 	12th	 	13th	 	28th
	 
	 	19th	 	20th	 	 
	 
	 	26th	 	27th .	 	 
	August
	 	2nd	 	3rd	 	14th
	 
	 	10th	 	11th	 	30th
	 
	 	16th	 	17th	 	 
	 
	 	23rd	 	24th	 	 
	 
	 	30th	 	31st	 	 
	September
	 	7th	 	8th	 	13th
	 
	 	13th	 	14th	 	27th
	 
	 	20th	 	21st	 	 
	 
	 	27th	 	28th	 	 
	October
	 	4th	 	5th	 	11th
	 
	 	12th	 	13th	 	30th
	 
	 	18th	 	19th	 	 
	 
	 	25th	 	26th	 	 
	November
	 	1st	 	2nd	 	14th
	 
	 	8th	 	9th	 	29th
	 
	 	15th	 	16th	 	 
	 
	 	22nd	 	23rd	 	 
	 
	 	29th	 	30th	 	 
	December
	 	6th	 	7th	 	13th
	 
	 	13th	 	14th	 	20th
	 
	 	20th	 	21st	 	 
	 
	 	28th	 	29th	 	 












 



 


Schedule 3.5
– Invoice Payroll & Composite Fringe Funding Legend




	 	 	 	 	 
	     Funding Code

	 	“A”
	 	Delphi To Reimburse “Weekly”
	 

	 	“A”
	 	Delphi To Reimburse “Weekly”
	 

	 	“B”
	 	Delphi To Reimburse “Semi-Monthly”
	 

	 	“C”
	 	Delphi To Reimburse “Monthly”






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Employee	 	Funding	 	Employee	 	Funding
	Description	 	Group	 	Code	 	Group	 	Code
	1 Straight Time
	 	Hourly	 	 	A	 	 	Salary	 	 	B	 
	2 Shift premiums
	 	Hourly	 	 	A	 	 	Salary	 	 	B	 
	3 Overtime
	 	Hourly	 	 	A	 	 	Salary	 	 	B	 
	4 COLA
	 	Hourly	 	 	A	 	 	 	 	 	 	 	 	 
	5 Vacation
Pay (PAA, SPA)
	 	Hourly	 	 	A	 	 	 	 	 	 	 	 	 
	6 Special Payment (Holiday Bonus)
	 	Hourly	 	 	A	 	 	Salary	 	 	B	 
	7 Holiday Pay
	 	Hourly	 	 	A	 	 	 	 	 	 	 	 	 
	8 Short Work Week Benefits
	 	Hourly	 	 	A	 	 	 	 	 	 	 	 	 
	9
Bereavement Election & Jury Duty
	 	Hourly	 	 	A	 	 	 	 	 	 	 	 	 
	10 Disability Leave of Absence
	 	Hourly	 	 	A	 	 	Salary	 	 	B	 
	11 Military leave of Absence
	 	Hourly	 	 	A	 	 	 	 	 	 	 	 	 
	12 Enhanced
Variable Pay
	 	 	 	 	 	 	 	 	 	Salary	 	 	B	 
	13 Health CareTax
	 	Hourly	 	 	C	 	 	Salary	 	 	C	 
	14 Employment Insurance
	 	Hourly	 	 	A	 	 	Salary	 	 	B	 
	15 Employment Insurance Rebate
	 	 	 	 	 	 	 	 	 	Salary	 	 	B	 
	16 Canada
Pension Plan
	 	Hourly	 	 	A	 	 	Salary	 	 	B	 
	17 Stock Savings Plan
	 	 	 	 	 	 	 	 	 	Salary	 	 	B	 
	18 Tuition
and Tool Allowance
	 	Hourly	 	 	A	 	 	 	 	 	 	 	 	 
	19 Tuition Refund
	 	Hourly	 	 	A	 	 	Salary	 	 	B	 
	20 Worker’s Compensation
	 	Hourly	 	 	C	 	 	Salary	 	 	C	 
	21
Short-term Layoff Costs
	 	Hourly	 	 	A*	 	 	Salary	 	 	B	 
	22
Short-term Leave
	 	Hourly	 	 	A*	 	 	Salary	 	 	B	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23 Wages Training Program
	 	Hourly	 	 	C	 	 	 	 	 	 	 	 	 
	24 Group Life Insurance
	 	Hrly/Salary	 	 	C	 	 	 	 	 	 	 	 	 
	25 Health Care Benefits
	 	Hrly/Salary	 	 	C	 	 	 	 	 	 	 	 	 
	26 Substance Abuse
	 	Salary	 	 	C	 	 	 	 	 	 	 	 	 
	27 Legal Services Plan
	 	Hourly	 	 	C	 	 	 	 	 	 	 	 	 
	28 Retiree Health Group/OPEB
	 	Hrly/Salary	 	 	C	 	 	 	 	 	 	 	 	 
	29 Pension Plan
	 	Hrly/Salary	 	 	C	 	 	 	 	 	 	 	 	 
	30 Stock Savings Plan
	 	Hourly	 	 	C	 	 	 	 	 	 	 	 	 
	31 National Training Fund
	 	Hourly	 	 	C	 	 	 	 	 	 	 	 	 
	32 Paid Educational Leave
	 	Hourly	 	 	C	 	 	 	 	 	 	 	 	 
	33 Training Fund -National O/T Penalty
	 	Hourly	 	 	C	 	 	 	 	 	 	 	 	 
	34 Long-term Layoff Costs
	 	Hrly/Salary	 	 	C	 	 	 	 	 	 	 	 	 
	35 Special Canadian Contingency Plan
	 	Hourly	 	 	C	 	 	 	 	 	 	 	 	 
	     Other Benefits As Agreed To By
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36 GMCL Delphi From Time to Time
	 	Hrly/Salary	 	 	C	 	 	 	 	 	 	 	 	 













 



 




SCHEDULE 8.2




DELPHI SALARIED EMPLOYEES

CONFIDENTIALITY ACKNOWLEDGMENT




TO: GENERAL MOTORS OF CANADA LIMITED (“GMCL”)




Dear
Sirs/Mesdames:



I acknowledge that as an employee of Delphi Canada Inc. (“Delphi Canada”) who may from time to
time receive non-public, confidential or proprietary information pertaining to GMCL and its
affiliates, including, without limitation, information concerning GMCL costs, technology,
financing, financial statements, pricing and business plans (“Information”). “Information” does
not include information that is or becomes generally available to the public other than as a
result of disclosure by me or other Delphi Canada employees or that is received by me from an
independent third party that obtained it lawfully and was under no
duty of confidentiality.



I will keep the Information confidential and will not, without your prior written consent, disclose
such Information to any person other than (i) as required by law; (ii) to employees of GMCL and
their affiliates; or (iii) to Delphi Canada or Delphi Canada employees as required to permit Delphi
to provide services to GMCL. I will not use such Information for any purpose other than to provide
the services to GMCL. Any copies of the Information in my possession will be returned to you
promptly upon your request (and, in any event, within five (5) business days after such request).



I acknowledge that disclosure of the Information may cause serious irreparable damage and harm
to GMCL and that remedies at law would be inadequate to protect against breach of this
agreement, and therefore I agree in advance to the granting of injunctive relief in your favour
for any breach of the provisions of this acknowledgment and to the specific enforcement of the
terms of this acknowledgment, without proof of actual damages, in addition to any other remedy
to which you would be entitled.




	 	 	 	 	 	 	 	 	 
	Yours very truly,	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

[Name of Employee]
	 	 	 	 

Witness Signature
	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 
 

	 	 	 	  

Name
of Witness (Printed)
	 	 













 



 




SCHEDULE 8.3




GMCL ASSIGNED SALARIED EMPLOYEES

CONFIDENTIALITY ACKNOWLEDGMENT




TO: DELPHI CANADA INC. (“Delphi Canada”)




Dear Sirs/Mesdames:



I acknowledge that as an employee of General Motors of Canada Limited (“GMCL”) who may provide services to Delphi Canada from time to time I may receive non-public, confidential or proprietary
information pertaining to Delphi Canada and its affiliates, including, without limitation,
information concerning Delphi Canada costs, technology, financing, financial statements, pricing
and business plans (“Information”). “Information” does not include information that is or becomes
generally available to the public other than as a result of disclosure by me or other GMCL
employees or that is received by me from an independent third party that obtained it lawfully and
was under no duty .of confidentiality.



I will keep the Information confidential and will not, without your prior written consent,
disclose such Information to any person other than (i) as required by law; (ii) as required in
order to properly perform services for Delphi; (iii) to employees of Delphi Canada and their
affiliates; or (iv) to GMCL or GMCL employees as required to permit GMCL to provide services to
Delphi Canada. I will not use such Information for any purpose other than to provide the services
to Delphi Any copies of the Information in my possession will be returned to you promptly upon
your request (and, in any event, within five (5) business days after such request).



I acknowledge that disclosure of the Information may cause serious irreparable damage and harm to
Delphi Canada and that remedies at law would be inadequate to protect against breach of this
agreement, and therefore I agree in advance to the granting of injunctive relief in your favour
for any breach of the provisions of this acknowledgment and to the specific enforcement of the
terms of this acknowledgment, without proof of actual damages, in addition to any other remedy to
which you would be entitled.




	 	 	 	 	 	 	 	 	 
	Yours very truly,	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

[Name of Employee]
	 	 	 	 

Witness Signature
	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 
 

	 	 	 	  

Name
of Witness (Printed)
	 	 













 



 




Master Restructuring Agreement




Exhibit 5.01(a)(vii)(iii)




Administrative Services Agreement between Delphi Canada, Inc. and General Motors

Canada Limited, dated as of May 1, 2000










 



 


ADMINISTRATIVE SERVICES AGREEMENT



THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made and entered into as of May 1,
2000 by GENERAL MOTORS OF CANADA LIMITED, a Canadian Corporation (“GMCL”), and DELPHI CANADA
INC., an Ontario corporation, (“Delphi Canada”), based upon the following:



WHEREAS, GMCL and Delphi Canada are parties to an Asset Purchase Agreement dated as of
December 31, 1998 as amended and restated May 1, 2000 (the
“Asset Purchase Agreement”), under
which Delphi Canada is purchasing certain assets from GMCL in connection with GMCL’s Battery
Products business at the Oshawa Battery Plant and the Chassis Products business at the Oshawa
Tri-Link Plant, which constitute the Businesses that are the subject of the Asset Purchase
Agreement; and



WHEREAS, in accordance with the Asset Purchase Agreement, GMCL and Delphi Canada will enter
the Oshawa Labour and Management Services Agreement with respect to the provision of the
services of GMCL employees directly engaged in the operation of the Businesses; and



WHEREAS, in accordance with the Asset Purchase Agreement, GMCL and Delphi Canada will enter
Leases with respect to the Oshawa Battery Plant and Oshawa Tri-Link Plant; and



WHEREAS, in connection with the Asset Purchase Agreement and Leases, GMCL has agreed to provide to
Delphi Canada, directly or through one or more of its affiliates or
third party suppliers,
commencing on the date of closing as set forth in the Asset Purchase Agreement, certain
administrative services, under the terms and conditions set forth in
this Agreement; and



WHEREAS, GMCL and Delphi Canada are entering into this Agreement to set forth terms and
conditions governing GMCL’s provision of services to Delphi Canada and the rights and
obligations of the parties with respect thereto; and



WHEREAS, capitalized terms in this Agreement shall have the meaning ascribed thereto in the
Asset Purchase Agreement unless defined otherwise in this Agreement.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, GMCL and Delphi Canada agree as follows:





	1.	 	Provision of Services






     1.1 During the Term of this Agreement as defined in Section 4 below (“Term”), GMCL will
provide or ensure the provision to Delphi Canada of any services provided by GMCL or its
Affiliates to the Businesses (as defined in the Asset Purchase Agreement) in the year period
ending April 30, 2000 (the “Prior Year”) which Delphi Canada reasonably identifies and requests in
writing that GMCL provide to it, in accordance with the times, specifications and other provisions contained in Delphi Canada purchase orders issued from time to time
and in accordance with this Agreement (the “Services”). The Services shall be
provided in the manner and at a relative level of service consistent in all
material









 



- 2 -



respects with that provided by GMCL or its Affiliates to the Businesses in the Prior
Year.




     1.2 GMCL represents that Exhibit 1.1 (listing “Administrative Services”) includes
only those services which GMCL and Delphi Canada have agreed are to be provided. The parties
agree to review and amend, if required, the Exhibit on an annual basis to more fully list
the Services and to carry out the intent of Section 1.1. The terms of this Agreement will
apply except to the extent conflicting with the terms of an Exhibit as to a particular
Service, in which case the terms of such Exhibit will control.




     1.3 GMCL shall continue to manage all Health and Safety and Industrial Hygiene issues
associated with the properties subject to the Leases (the “Delphi Facilities”) in the same
manner in all respects as before the Closing Date. All costs associated with such management
shall be borne by Delphi Canada upon presentation of account. The Parties contemplate that
in managing Health and Safety and Industrial Hygiene issues at the Delphi Facilities, GMCL
will include the Delphi Facilities in all generally applicable Health and Safety and
Industrial Hygiene programmes in effect at GMCL Oshawa Autoplex, including without limiting
the generality of the foregoing, all programmes directed to auditing, due diligence,
monitoring, testing, Health and Safety and Industrial Hygiene reporting, compliance
with applicable laws, permits, any and all orders or directives issued by a competent
authority. Where changes to existing programmes are required in order to effect enhanced
auditing, due diligence, monitoring, testing, Health and Safety and Industrial Hygiene
reporting, compliance, with applicable laws, permits, or any and all orders or directives,
such changes shall be implemented by GMCL. It is also contemplated by the Parties that the
Delphi Facilities will participate in all applicable spill prevention, response, and
remediation activities in the same manner and degree following the Closing Date as was the
case prior to the Closing Date, and that the same method and approach to costs allocation
will be used following the Closing Date. Delphi Canada will take no steps which compromise
the compliance status of the Delphi Canada Facilities, and will ensure that all proposed
changes to product, product components, or manufacturing processes which may have Health and
Safety and Industrial Hygiene implications, or implications for compliance with relevant
permits, orders or directives will be revealed to GMCL Health and Safety and Industrial
Hygiene personnel prior to implementation, and sufficiently in advance of implementation to
permit the impact of the proposed changes to be fully assessed. GMCL shall be responsible
for all losses attributable to Health and Safety and Industrial Hygiene management services
GMCL provides under this Agreement except to the extent such Losses are attributable to the
gross negligence of Delphi.




     1.4 If, after the execution of this Agreement, Delphi Canada requests GMCL to provide a
Service available from GMCL and omitted from the Exhibit, such Service shall be provided to
Delphi Canada subject to GMCL’s consent,
which consent shall not be unreasonably withheld or delayed, and GMCL and
Delphi Canada shall negotiate in good faith to agree on the terms and conditions









 



- 3 -



upon which such Service would be added to this Agreement, it being agreed that, subject to
Article 2, the charges for such Services should be determined on a basis
consistent with the methodology for determining the charges provided for in
this Agreement (i.e., sufficient to cover GMCL’s actual costs, without any
profit margin).




     1.5 Services will be performed by GMCL in the same manner as GMCL performs
or requires performance of the same services for its own organization and
customers. Subject to the foregoing, GMCL has the right to change the manner of
rendering Services from time to time, but in no event will any such change
cause a material adverse effect on the quality of the Services rendered,
except only if (a) such change relates to a Service provided by a U.S.
Affiliate of GMCL and is made necessary by a change mandated by such U.S.
Affiliate and (b) such change is generally applicable to GMCL and its U.S. and
Canadian vehicle producing Affiliates. In any case, all changes will be
implemented to the extent practicable so as to minimize any disruption to
Delphi Canada’s operations and ability of Delphi Canada to use such Services.
Delphi Canada shall have the option of paying for changes in its systems and
operations to minimize any such disruption, and GMCL will cooperate in a
commercially reasonable fashion in implementing its changes in coordination
with any changes made by Delphi Canada so as to minimize such disruption.




     1.6 Services and the form of reports and other data as historically
rendered will be adapted at no charge for Delphi Canada’s use in a reasonable
manner, in order to reflect the separation of Delphi Canada from GMCL.
Additional adaptation requested by Delphi Canada will be provided by GMCL at
Delphi Canada’s expense. Reports and other data will be given to Delphi Canada
in a form separate from reports and other data applicable to GMCL and its
Affiliates, and access thereto will be restricted except to the extent
necessary to perform the Services.




     1.7 Subject to Section 1.8, this Agreement shall not be exclusive and
Delphi Canada may order other services from other parties. GMCL may provide
these Services to other parties at any time.




     1.8 The Services of GMCL referenced in Section 4.2, must however be
exclusively used by Delphi Canada during the Term of the Oshawa Labour and
Management Services Agreement of GMCL that are environmental services in respect
of a premises that are subject to a Lease must be exclusively used by Delphi
Canada during the term of the relevant Lease.




	2.	 	Pricing






     2.1 In the first year that Services are provided, the pricing charged to Delphi Canada for
each Service will be an amount equal to the cost allocated, consistent with past practice, to the
Businesses in the Prior Year for such Service as set out in Exhibit 1.1, adjusted to reflect any
changes in the nature, cost or level
of the Services provided; provided that, if no cost has historically been
allocated to the Businesses for any Service, then Delphi Canada shall pay to
GMCL that









 



- 4 -



portion of the total cost borne by GMCL which GMCL would have allocated to Delphi
Canada under its internal allocation formula.




     2.2 The pricing for Services shall be subject to revision by GMCL annually on
January 1 based on GMCL’s costs for the Service in the year then ended and shall be
allocated, consistent with the manner in which such costs have been allocated to the
Businesses in the prior year. GMCL shall notify Delphi Canada as soon as practical
after establishing the revised costs of Services of such costs.




     2.3 To the extent that GMCL undertakes projects in order to improve its cost
structure, and such projects are beneficial to Delphi Canada and are approved in
advance by Delphi Canada, costs or investments associated with the execution of such
approved projects including, but not limited to, systems investments, property
purchase or lease and furniture, fixtures and equipment will be shared between GMCL
and Delphi Canada pro rata based on the annual volume of transactions performed. If
a project is not approved by Delphi Canada, Delphi Canada will not be entitled to
receive any cost benefit resulting from such project and, if such project requires
modifications in Delphi Canada interfaces, Delphi Canada will bear the reasonable
cost for such modifications.




	3.	 	Payment





          As indicated on the Exhibit, Delphi Canada will pay GMCL on a prox 15 term agreement. All
payments will be made in immediately available funds by wire transfer.




	4.	 	Term






     4.1 The initial Term for each Service shall be coincident with the initial term
of the Lease for the Business with respect to which the Service is provided, subject
to renewal by the Parties by mutual agreement in writing. In the event of valid
termination of one Lease but not the other, the Services shall continue only in
respect of the location for which a Lease continues to be in effect.




     4.2 Notwithstanding Section 4.1, Services consisting of health and safety,
payroll and other human resources services in respect of GMCL’s employees who are
supplied to Delphi under the Oshawa Labour and Management Services Agreement
shall continue until the termination of the Oshawa Labour and Management Services
Agreement.




     4.3 Delphi Canada may, upon sixty (60) days’ prior notice, request an extension
beyond the Term contemplated for a Service in Section 4.1. In such event, GMCL and
Delphi Canada shall negotiate in good faith to agree to the terms and conditions upon
which such Service may be extended taking into consideration whether GMCL has
sufficient available personnel, time and resources to provide such Service.









 



- 5 -



     4.4 If either party cancels any Service, other than a Service referred in
Section 1.8, before the end of the Term of such Service without giving the
required notice under this Agreement, the other party will invoice or re-bill
the cancelling party for all cancellation costs, if any, without provision for
profit to the other party. GMCL and Delphi Canada will work together to
minimize any cancellation costs.




     4.5 Upon termination of any Service and for a reasonable time thereafter,
GMCL shall cooperate with Delphi Canada in assuring a smooth transition for
provision of such Service.




	5.	 	Independent Contractor Relationship





          GMCL shall for all purposes be an independent contractor of Delphi Canada with respect to
the Services being provided under this Agreement, GMCL shall be solely responsible for (i) the
supply, maintenance, repair and replacement of all equipment, machinery, parts, materials and
other products used in connection with the provision of the Services, (ii) the fulfillment of
all obligations to GMCL’s contractors, employees and subcontractors and (iii) the compliance
with all laws, regulations, orders and other governmental requirements applicable to GMCL’s
performance of the Services. The foregoing sentence shall not limit any obligation of Delphi
Canada to pay for certain items as specifically set forth in the Leases.




	6.	 	Limitation of Liability





          Neither GMCL nor Delphi Canada will be responsible to the other for any damages,
including, without limitation, incidental, consequential, punitive, or special damages,
arising out of either’s performance or failure to perform under this Agreement, except where
the party has committed gross negligence or willful misconduct. With respect to any liability
resulting from an act or omission of any third party vendor providing a Service under this
Agreement, GMCL shall have no liability to Delphi Canada for any amount in excess of the
amount that is recovered from the vendor. GMCL will assign any rights or causes of action it
may have against the vendor to Delphi Canada to the extent permitted and will cooperate with
Delphi Canada in pursuing legal action against the vendor.




	7.	 	Indemnification





          Subject to Section 1.3 of this Agreement and the indemnification provisions of the
Leases, Delphi Canada shall indemnify, defend and hold harmless GMCL, its directors,
officers, employees and agents from and against any losses, claims, damages, costs, expenses,
liabilities or actions (including reasonable attorneys’ fees) arising out of the performance
or failure to perform Services on behalf of Delphi Canada except if GMCL has committed gross
negligence or willful misconduct.




	8.	 	Audit Rights





          The cost of Services provided under this Agreement shall be subject to audit by
Delphi Canada or by certified public accountants retained by Delphi Canada at any time during
GMCL’s normal business hours and upon reasonable notice to GMCL. GMCL shall maintain all
relevant records {including all relevant ledgers, books, vouchers, time sheets, billing rates,
billing










 



- 6 -



calculation worksheets, invoices and backup information related thereto from suppliers) in a manner
to facilitate such audit throughout the term of each Service, the cost of which is being audited
and for one (1) year after the payment due date of the invoice for any such Service even if all or
any part of such one (1) year period occurs after the term of such Service, only to the extent
consistent with past practices. The provisions of this Paragraph shall continue in full force and
effect notwithstanding expiration or termination of this Agreement for any reason. In the event it
is discovered, whether through an audit or otherwise, that Delphi Canada has overpaid GMCL, such
overpayment shall be refunded to Delphi Canada with interest. Such refund shall be without
prejudice to any other remedies Delphi Canada shall have under this Agreement or at law.





	9.	 	Proprietary Information





          In the performance of this Agreement, certain proprietary commercial and financial
information of a party (the disclosing party) may be made available to the other party (the
receiving party). The receiving party agrees to: (i) exercise reasonable discretion so as to
maintain the confidential nature of such proprietary information consistent with the receiving
party’s procedures for handling similar information of its own, (ii) use such information only in
connection with its provision or receipt of Services hereunder, and (iii) not use, disclose, or
otherwise divulge such information to others without the prior written authorization of the
disclosing party. The receiving party has no obligation with respect to any information which is
or becomes publicly known or available to the public through no wrongful act of the receiving
party; which is already known to the receiving party at the time of receipt; or which is approved
for release by written authorization of the disclosing party.




	10.	 	Force Majeure





          In the event that either party is rendered wholly or partially unable to carry out its
obligations under this Agreement because of a lockout or because of causes beyond its reasonable
control, including but not limited to, war (whether or not declared), sabotage, insurrection,
rebellion, riot or other act of civil disobedience, labour disputes (including strikes), act of a
public enemy, act of any government or any agency or subdivision thereof, fire, accident,
explosion, epidemic, quarantine, restrictions, storm, flood, earthquake or other act of God, or
new laws or regulations forbidding or limiting the execution of this Agreement, then the
performance of either party or both parties, as they are affected by such cause, is excused during
the continuance of any such inability.




	11.	 	Notices





          All notices, requests, consents, or other communications permitted or required under this
Agreement shall be in writing and shall be deemed to have been given when









 



- 7 -

personally delivered, or when sent if sent via facsimile (with receipt confirmed), or on the
first business day after sent by reputable overnight carrier.



If to GMCL:



General Motors of Canada Limited

1908 Colonel Sam Drive

Oshawa, Ontario L1H 8P7

Attn: Treasurer

Fax No.: (905) 644-6273



With a copy to:



General Motors of Canada Limited

1908 Colonel Sam Drive

Oshawa, Ontario L1H 8P7

Attn: General Counsel

Fax No.: (905) 644-7772



If to Delphi Canada:



Delphi Canada Inc.

c/o Delphi Energy & Chassis Systems

4800 S. Saginaw Street

M/C 485-301-140

Flint, MI 48501

Attn: President - Pat Straney



Fax
No.: (810) 257-6957



With a copy to:



Delphi Automotive Systems LLC

5725 Delphi Drive

Troy, MI 48098-2815

Attn: Assistant General Counsel, Commercial Practices

Fax No.: (248) 813-2491





	12.	 	Entire Agreement





          This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof. All Exhibits attached to this Agreement are incorporated herein and
made a part hereof by this reference.




	13.	 	Waiver





          Any waiver by GMCL or Delphi Canada of any breach or of a failure to comply
with any provision of this Agreement (i) shall be valid only if set forth in a written
instrument signed by the party to be bound, and (ii) shall not constitute, or be construed
as, a continuing










 



- 8 -



waiver of such provision, or a waiver of any other breach of, or failure to comply with, any
provision of this Agreement.





	14.	 	Severability





          Should any provision, or any portion thereof, of this Agreement for any reason be
held invalid or unenforceable, such decision shall not affect the validity or
enforceability of any of the other provisions, or portions thereof, of this Agreement,
which other provisions, and portions, shall remain in full force and effect, and the
application of such invalid or unenforceable provision, or portion thereof, to persons or
circumstances other than those as to which it is held invalid or unenforceable shall be
valid and be enforced to the fullest extent permitted by law.




	15.	 	Specific Performance





          Delphi Canada acknowledges that the provision of the Services referenced in Section
1.8 are an integral part of the transaction contemplated by the Asset Purchase Agreement
and Oshawa Labour and Management Services Agreement under which Delphi Canada has
received a significant benefit. Delphi Canada acknowledges and agrees that a breach of
Section 1.8 or termination of those Services prior to the end of their respective term
would cause GMCL irreparable harm not compensable in damages. Delphi Canada further
acknowledges and agrees that it is essential to the effective enforcement of this
Agreement that GMCL be entitled to the remedy of an injunction or specific performance
without being required to show irreparable harm.




	16.	 	Amendment





          This Agreement may only be amended in writing by duly authorized representatives or
officers of the parties.




	17.	 	Counterparts





          This Agreement may be executed in counterparts, each of which shall constitute an
original although not fully executed, but all of which when taken together, shall
constitute an original although not fully executed, but all of which when taken together,
shall constitute but one agreement. Delivery by facsimile of this Agreement or an
executed counterpart hereof shall be deemed a good and valid execution and delivery
hereof.









 



- 9 -



	18.	 	Headings





          The headings contained in this Agreement are inserted for convenience only and shall
not be deemed to constitute a part hereof.




	19.	 	Governing Law





          This Agreement shall be construed and enforced in accordance with the laws of the
Province of Ontario, without giving effect to rules governing the conflict of laws.




	20.	 	Defined Terms





          All capitalized terms shall have the meaning ascribed thereto in the Asset Purchase
Agreement unless otherwise defined in this Agreement.




	21.	 	Disputes





          The parties agree that any disputes concerning this Agreement or the subject matter
hereof, including the interpretation or application of this Agreement will be settled in
accordance with the dispute resolution provisions in the Oshawa Labour and Management
Services Agreement as the exclusive remedy of the parties.




	22.	 	Benefit of Agreement





          This Agreement shall bind and inure to the benefit of the parties and their
successors and permitted assigns, but may not be assigned, subcontracted or delegated by GMCL










 




- 10 -



or Delphi Canada without the consent of the other Party in its sole discretion. There shall be no
third party beneficiaries of this Agreement or any of its provisions.



IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and
year first above written.




	 	 	 	 	 	 
	 	 	GENERAL MOTORS OF CANADA LIMITED	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ L. D. Worrall	 
	 

	 	 	 	 	 
	 

	 	 	 	Name: L. D. Worrall 	 
	 

	 	 	 	Title:   Vice President	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Zur Schmiede	C.S.
	 

	 	 	 	 	 
	 

	 	 	 	Name:  J. Zur Schmiede

Title:   Vice President	 
	 
	 	 	 	 	 
	 
	 	DELPHI CANADA INC.	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard J. Wilkins	 
	 

	 	 	 	 	 
	 

	 	 	 	Name: Richard J. Wilkins


Title:   Chief Financial Officer	 
	 
	 	 	 	 	 
	 	 	I have authority to bind the Corporation	 








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	APPROVED	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	FINANCIAL
	 	 	LEGAL	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	RDC
	 	 	CC	 	 	 
	 

	 	 	4/28/00	 	 	 	 	 	 
	 

	 	 	DATE
	 	 	DATE	 	 	 
	 

	 	 	 	 	 	April 28/2000	 	 	 
















 





 
Exhibit 1.1



Administrative
Services Agreement
(ASA)




Delphi
Canada Inc. & General Motors of Canada Ltd.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Annualized	 	 	 	 
	 	 	Battery	 	Annual Cost	 	Trilink	 	Annual Cost	 	Cost	 	 	 	 
	Service	 	Monthly	 	Battery	 	Month*	 	Trilink	 	Both Plants	 	Dept Number	 	Comment/Issues
	Environmental
(incl. Wastewater
Treatment)
	 	$	5,833	 	 	$	69,996	 	 	$	4,500	 	 	$	54,000	 	 	$	123,996	 	 	 	19905	 	 	Source: Work effort study 2000 budget
	Medical Services Regional
Personnel
	 	$	7,043	 	 	$	84,516	 	 	$	7,043	 	 	$	84,516	 	 	$	169,032	 	 	 	19955	 	 	ONA negotiationed  contract increases
	Security Services Regional
Personnel
	 	$	31,161	 	 	$	373,932	 	 	$	31,161	 	 	$	373,932	 	 	$	747,864	 	 	 	19959	 	 	Security here includes Fire
Protection which is a mostly Pinkerton  expense and maintence to
fire equipment.
	Security Services Divisional
Personnel
	 	$	569	 	 	$	6,828	 	 	$	568	 	 	$	6,816	 	 	$	13,644	 	 	 	19305	 	 	 
	Industrial Hygiene Divisional
Personnel
	 	$	2,417	 	 	$	29,004	 	 	$	2,000	 	 	$	24,000	 	 	$	53,004	 	 	 	19105	 	 	This is a natural split out of
the allocation to  account 19105, was previously only Industrial Hygiene.
	Health &. Safety Divisional
Personnel
	 	$	2,500	 	 	$	30,000	 	 	$	2,000	 	 	$	24,000	 	 	$	54,000	 	 	 	19105	 	 	This is a natural split out of the allocation  to account 19105, was previously only Industrial Hygiene.
	Industrial Relations Divisional
Personnel
	 	$	6,354	 	 	$	76,248	 	 	$	6,353	 	 	$	76,236	 	 	$	152,484	 	 	 	19205	 	 	2000 includes  CAW National
Co-ordinators (new) as well as post negotiations benefit book, joint annual meeting, other  union (powerhouse) negotiations
	Div Admin / Employment Equity
Divisional Personnel
	 	$	4,013	 	 	$	48,156	 	 	$	4,012	 	 	$	48,144	 	 	$	96,300	 	 	 	19405	 	 	 
	Organization
& Employee Dev.
Divisional Personnel
	 	$	826	 	 	$	9,912	 	 	$	825	 	 	$	9,900	 	 	$	19,812	 	 	 	19705	 	 	 
	Sal
Personnal/Comp. Ban.
Policy Divisional Personnel
	 	$	2,000	 	 	$	24,000	 	 	$	2,000	 	 	$	24,000	 	 	 	$48,000	 	 	 	19805	 	 	Salaried Personnel / Compensation Benefit Policy
	Personnel Admin Regional
Personnel
	 	$	401	 	 	$	4,612	 	 	$	400	 	 	$	4,800	 	 	$	9,612	 	 	 	19958	 	 	Wages/Fringe, trainging  travel,
Floral Tribute, Call center services.
	Labour Relations Regional
Personnel
	 	$	1,311	 	 	$	15,732	 	 	$	1,310	 	 	$	15,720	 	 	$	31,452	 	 	 	19960	 	 	Labour relations and CAW reps, Interface
	Cross docking Expense Stores
Car Plant
	 	$	1,335	 	 	$	16,020	 	 	$	765	 	 	$	9,180	 	 	$	25,200	 	 	 	19666	 	 	This expense is from the Car plant.
	Handling Fee
Expense Stores Car Plant
	 	$	1,890	 	 	$	22,680	 	 	$	1,890	 	 	$	22,680	 	 	$	45,360	 	 	 	19766/19866	 	 	This expense is from the Car plant.
	Indirect Material Buyer GMCL
Indirect Material Purchasing
	 	$	1,583	 	 	$	18,996	 	 	$	1,583	 	 	$	18,996	 	 	$	37,992	 	 	 	19937	 	 	Source: Assessment
Worksheet-Allocation of  .75 heels and related costs for Indirect purchasing
	MOA Tracking of Expense
	 	$	250	 	 	$	3,000	 	 	$	250	 	 	$	3,000	 	 	$	6,000	 	 	 	 	 	 	This is the cost that MOA Incurs
in tracking and billing for expense reports and other ASA  billing.






[ILLEGIBLE]




1 of 2




 









 





Delphi Canada Inc. & General Motors of Canada Ltd.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Annualized	 	 	 	 
	 	 	Battery	 	Annual Cost	 	Trilink	 	Annual Cost	 	Cost	 	 	 	 
	Service	 	Monthly	 	Battery	 	Monthly	 	Trilink	 	Both Plants	 	Dept Number	 	Comment/Issues
	Hourly Employment
	 	$	417	 	 	$	5,004	 	 	$	417	 	 	$	5,004	 	 	$	10,008	 	 	 	19961	 	 	 
	Payroll
	 	$	28,167	 	 	$	334,004	 	 	$	21,167	 	 	$	254,004	 	 	$	592,008	 	 	 	36520	 	 	Includes department work effort
plus carrier admin. costs
	Timekeeper
	 	$	1,750	 	 	$	21,000	 	 	$	1,750	 	 	$	21,000	 	 	$	42,000	 	 	 	 	 	 	The portion of the timekeeper needed for Delphi personnel.
	Maintaining Almanu
	 	 	 	 	 	$	0	 	 	 	 	 	 	$	0	 	 	$	0	 	 	 	 	 	 	Special Requests Only (pay as you Go)
	Logistic
	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	 	 	 	 	There is no fee for this
service. Direct freight charges will be handled through Corpay.
	Supplier Quality
Laboratory Salt
Spray testing
	 	 	 	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	 	 	 	 	Assume Delphi has their own salt spray equipment
	Totals
	 	$	99,820	 	 	$	1,197,840	 	 	$	89,994	 	 	$	1,079,928	 	 	$	2,277,768	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total Annual ASA	 	 	 	 	 	 	 	 	 
	 	Monthly Battery	 	 	Annual Battery	 	 	Monthly  Trilink	 	 	Annual Trilink	 	 	Cost	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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Master Restructuring Agreement




Exhibit 5.01(a)(viii)



Trademark and Trade Name Agreement, dated as of January 1, 1999, between Delphi



Automotive Systems Corporation (n/k/a Delphi), DAS, and GM





 









 








Exhibit A-3




TRADEMARK AND TRADE NAME AGREEMENT




     This TRADEMARK and TRADE NAME AGREEMENT is made and entered into as of the Effective
Date, by and among Delphi Automotive Systems Corporation, a company organized under the
laws of the State of Delaware (“DAS”), Delco Electronics Corporation, a wholly-owned
subsidiary company of DAS organized under the laws of the State of Delaware (“DE”), Delphi
Technologies, Inc., a wholly-owned subsidiary company of DE organized under the laws of
the State of Delaware (“DT”), and General Motors Corporation, a corporation organized
under the laws of the State of Delaware (“GM”).



WITNESSETH




     WHEREAS, GM has created DAS to acquire certain assets and assume certain liabilities
of GM’s automotive components business.



     WHEREAS, DT desires to acquire and GM is willing to assign all of its rights, title
and interest to certain trademarks and trade names.



     WHEREAS, DT desires to acquire, and GM is willing to grant, a license to use certain
trademarks and Trade names worldwide.



     NOW, THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, for themselves and their successors and assigns, agree as
follows:




	1.	 	DEFINITIONS. The following terms have the meaning ascribed to them herein:
	 
	 	 	ACDelco Trademark. The term “ACDelco Trademark” shall mean the trademarks
AC, DELCO, ACDelco and all formatives and derivatives thereof.
	 
	 	 	Business Sector. The term “Business Sector” shall mean the Delphi
Automotive Systems Group, including its affiliated companies.
	 
	 	 	GMSPO. The term “GMSPO” shall mean General Motors Service Parts Operations,
a division of GM.
	 
	 	 	Business Relationship Agreement. The term “Business Relationship Agreement”
shall mean the Delphi/SPO Business Relationship Agreement between DAS and GM
included among the Ancillary Agreements to the Master Separation Agreement.
	 
	 	 	Assigned Trademarks. The term “Assigned Trademarks” shall mean the “DELPHI”
trademark, the other trademarks set forth in Exhibit A, any other trademarks used
exclusively in the Business Sector, and all common law rights as well as the
applications for and registrations thereof worldwide.
	 
	 	 	Assigned Trade Names. The term “Trade Names” shall mean the subsidiary and
joint venture company names set forth on Exhibit C, and divisional, departmental
and business unit names of the Business Sector immediately prior to the Effective
Date.




 









 






	 	 	Legacy Trademarks. The term “Legacy Trademarks” shall mean the HARRISON, PACKARD,
PACKARD ELECTRIC [add PACKARD ELECTRIC to Exhibit A?], SAGINAW, ROCHESTER, NDH trademarks
and associated logos which are included in the Assigned Trademarks.
	 
	 	 	Licensed Trademarks. The term “Licensed Trademarks” shall mean the ACDelco
Trademarks (Exhibit B) and Licensed Delco Electronics Trademarks.
	 
	 	 	Licensed Trade Name. The term “Licensed Trade Name” shall mean the Trade name
“Delco Electronics” when used in relation to the business of Delco Electronics Corporation
and its subsidiaries and affiliated companies (Exhibit D).
	 
	 	 	Licensed Delco Electronics Trademarks. The term “Licensed Delco Electronics
Trademarks” shall mean the trademarks “DELCO” and “DELCO ELECTRONICS” in block letters
or logotype format (Exhibit E) when used in relation to the current business of
Delco Electronics Corporation and its subsidiaries and affiliated companies.
	 
	 	 	Effective Date. The term “Effective Date” shall mean 1 January 1999.
	 
	 	 	Products. The term “Products” shall mean those automotive components manufactured,
assembled, designed, processed, marketed, offered for sale, sold, imported, installed or
serviced by or in the conduct of the Business Sector immediately prior to the Effective
Date.
	 
	 	 	Quality Standards. The term “Quality Standards” shall have the meaning described
in Paragraph 11 (a) herein.
	 
	 	 	Territory. The term “Territory” shall mean worldwide.
	 
	 	 	Third Party Licensees. The term “Third Party Licensees” shall mean contract
manufacturers/assemblers, licensees, joint ventures and subsidiary companies set forth on
Exhibit F.
	 
	 	 	Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to
them in the Master Separation Agreement.
	 
	2.	 	ASSIGNMENT
	 
	 	 	GM hereby assigns its right, title and interest in and to the Assigned Trademarks, the
Assigned Trade Names, the goodwill associated therewith, and all trademark and Trade name
license agreements relating thereto worldwide (Exhibit C) to DT and DT shall assume
responsibility for all trademark and Trade name applications,
registrations, prosecutions, oppositions, cancellations and litigation related thereto. DT
will be responsible for recording such assignments to the extent required by local law; the
costs of recording will be considered a Project Oracle expense.






	 	(a)	 	With respect to the Legacy Trademarks:




2









 






	 	 	 	(i) DAS agrees that for the duration of the Business Relationship Agreement (through 31
December 2000), and except as provided in Subparagraphs (b) and (c) of this Section, the
Legacy Trademarks will be used only in relation to OEM business and will always be used
in association with the DELPHI trademark and Trade name.
	 
	 	 	 	(ii) If DAS elects to cancel the Business Relationship Agreement or allow it to
terminate, DAS agrees not to use or permit others to use the Legacy Trademarks in
relation to aftermarket sales until after 31 December 2001. However, if GM elects to
cancel the Business Relationship Agreement, then DT may use and permit others to use the
Legacy Trademarks in relation to aftermarket sales after 31 December 2000.
	 
	 	 	 	(iii) DAS agrees that it will not use the Legacy Trademarks in Europe and South America
in relation to aftermarket sales so long as it is using the ACDelco Trademark.
	 
	 	(b)	 	DT may permit DAS and its subsidiary and affiliated companies and third party licensees to
continue to use Legacy Trademarks alone in existing tooling and on current Products; however,
when tooling is replaced or refurbished the DELPHI trademark will be substituted for or added
to the Legacy Trademark if it is commercially practical to do so.
	 
	 	(c)	 	DT grants to GM a perpetual, nonexclusive, royalty free license, with the right to
sublicense, the Assigned Trademarks or Licensed Delco Electronics Trademarks for use in
relation to restoration parts (including all related prints, drawings, specifications and
tools) for GM vehicles to the extent such parts are no longer manufactured by DAS or DAS no
longer desires to manufacture or have those parts manufactured. GM agrees that all such
restoration parts shall comply with provisions corresponding to the Goodwill provisions set
forth in Paragraph 8 below, the Protection of Rights provisions provided in Paragraph 9 below
and the Quality Control provisions set forth in Paragraph 11 below. GM also agrees to
indemnify DT and its affiliated companies and hold them harmless from any and all liability
with regard to such restoration parts. DAS and GM will each appoint a representative to be
responsible for restoration parts matters.
	 
	 	(d)	 	DAS agrees that with regard to the FREEDOM trademark:




3









 






	 	 	 	(i) In North America, for the duration of the Business Relationship Agreement, it
will not use or permit others to use the FREEDOM trademark in the aftermarket
either alone or in relation to another trademark and that the FREEDOM trademark
will only be used on batteries supplied to and as requested by GMSPO
	 
	 	 	 	(ii) In Europe and South America, with the exception of Brazil and other MERCOSUR
countries (Argentina, Paraguay, Uruguay), it will not use, or permit others to
use, the FREEDOM trademark, alone or in relation to DELPHI or any other trademark
in the aftermarket until it has ceased use of the ACDelco trademark. DAS
undertakes that it and its distributors and licensees (Exhibit F) cease use of the
ACDelco trademark within 12 months of the Effective Date as provided in Paragraph
5(a)(ii).
	 
	 	(e)	 	GM shall retain ownership of the VOYAGER trademark for marine batteries.
However, GM agrees that it will only use the VOYAGER trademark on marine batteries it
purchases from DAS.
	 
	 	(f)	 	DAS undertakes that it will not adopt and use the part numbers and/or
merchandising numbers used by GM for parts sold other than to GM or any other such
numbering scheme that would be confusingly similar to that used by GM. However, this
shall not preclude DAS from referring to GM part numbers for cross-referencing
purposes.






	3.	 	TRADE NAME/COMPANY NAME CHANGE
	 
	 	 	DAS undertakes to promptly amend or change the names of the companies listed on Exhibit G
so as to eliminate the use of the ACDelco or other GM trademark or Trade name.
	 
	4.	 	GRANT
OF
TRADE
NAME
AND
TRADEMARK
LICENSE
FOR
DELCO
ELECTRONICS






	 	(a)	 	Trade Name Grant. GM grants DT the right to grant DE and DE’s
subsidiaries and
affiliates, joint ventures, and sublicensees in existence immediately prior to the
Effective Date (Exhibit D) a exclusive, royalty free license to use the Licensed
Trade Name. DE shall display the Licensed Trade Name in the logo type shown in
Exhibit E and such other logotypes containing the Licensed Trade Name as DE may
adopt (any such logotype being subject to GM’s written consent not to be
unreasonably delayed or withheld), but DE




4









 






	 	 	 	will not display the Licensed Trade Name in any other logo without prior written approval
of GM.
	 
	 	(b)	 	Trademark Grant. Subject to the terms and conditions of this Agreement, GM hereby
grants DT the right to grant to DE and DE’s subsidiaries and affiliates, joint ventures, and
sublicensees in existence immediately prior to the Effective Date a royalty free license to
use the Licensed Delco Electronics Trademarks on current Products and future automotive audio
products.
	 
	 	 	 	(i) The grant shall include all typical uses such as letterhead, business cards, signage
as well as the advertising, promotion, distribution, service and sale of products in the
Territory except as provided herein, and shall include use as a corporate name as well as
a Trade name.
	 
	 	(c)	 	Sole Use. DE agrees that its use of the Licensed Trade Name and the Licensed Delco
Electronics Trademarks is with the permission of GM.
	 
	 	(d)	 	Scope of Use. DE undertakes to wind down the use of the Licensed Delco Electronics
Trademarks on products other than automotive audio equipment over a two-year period or as
tooling is replaced or refurbished.
	 
	 	(e)	 	Term. The term of the license granted in this Section 4 shall be perpetual, fully
paid, royalty-free and commence on the Effective Date, and shall continue unless terminated
as provided herein or until such time as DE has ceased use of the Licensed Trade Name and
Licensed Delco Electronics Trademarks for two years or has notified GM that it has ceased
their use.
	 
	 	(f)	 	Non-Assignment. It is agreed that nothing contained in this Agreement shall be
construed as an assignment or grant to DE, DT or DAS of any other right, title or interest in
or to the Licensed Trade Name, it being understood that all rights relating thereto are
reserved by GM, except for the license of the right to use and utilize the Licensed Trade
Name only as specifically and expressly provided in this Agreement.
	 
	 	(g)	 	Standard of Conduct. GM acknowledges that the overall manner in which business is
being conducted by DE meets its high standards. So as not to impair the substantial goodwill
that GM has built up and




5









 






	 	 	 	now possesses in the Licensed Trade Name it is an essential condition of this
Agreement, and DE hereby covenants and agrees: (i) that the overall manner in
which the business will be conducted under this Agreement, and any use of the
Licensed Trade Name in connection therewith, shall meet or exceed the standard of
DE as of the Effective Date; (ii) that business will be conducted in all material
respects in accordance with all applicable and material federal, state and local
laws and regulations; and (ii) that the activities of DE hereunder shall not
reflect adversely in any material respect upon the good name and reputation of
GM.






	5.	 	GRANT OF TRADEMARK LICENSE TO WIND DOWN USE OF ACDELCO TRADEMARK






	 	(a)	 	Authorization for Use of ACDelco Trademark on Existing Products and Products
Supplied to GM and Third Parties Worldwide and Specific Undertakings in Europe and South
America During a Wind Down Period.
	 
	 	 	 	GM grants to DT the right to grant to DAS and its subsidiaries and affiliates,
joint ventures, and sublicensees in existence immediately prior to the Effective
Date a royalty free license to use (1) the ACDelco Trademark on and in connection
with existing Products and other finished goods inventory as of the Effective
Date, (2) the ACDelco Trademark, or such other GM owned trademark specified by GM
in a Purchase Order, on and in connection with products made by or for supply to
GM and its subsidiaries; (3) the ACDelco Trademark on and in connection with
Products made by or for DAS and its subsidiaries and affiliates, joint ventures,
and sublicensees in existence immediately prior to the Effective Date not
supplied to GM.
	 
	 	 	 	(i) The grant shall include the manufacture (including the right to have made),
packaging, advertising, promotion, distribution, service and sale of such
Products in Europe and South America only by or for DAS and its subsidiaries and
affiliates, joint ventures, and sublicensees in existence immediately prior to
the Effective Date.
	 
	 	 	 	(ii) DAS undertakes to wind down all use of the ACDelco Trademark and cause all of
the distributors and dealers of DAS to remove all ACDelco signs and cease use of
letterhead and business cards bearing the ACDelco Trademark within twelve (12)
months of the Effective Date.






6









 









	 	(b)	 	Special Undertakings with Respect to Brazil/MERCOSUR
	 
	 	 	 	GM grants to DT a royalty free license to use and authorize others to use DELCO in
conjunction with FREEDOM for batteries in the MERCOSUR region (Brazil, Argentina,
Paraguay, Uruguay) during a wind down period from 1/1/99 (Effective Date) until 12/31/99,
with no extensions permitted thereafter. The license extends to “battery specialists” in
Brazil who use DELCO FREEDOM on signs, trucks and buildings as well.
	 
	 	 	 	(i) DT is unrestricted as to its use of FREEDOM as a brand.
	 
	 	 	 	(ii) GM may begin selling ACDelco batteries in Brazil on or after 1 January 2000.
	 
	 	 	 	(iii) GM is unrestricted from using the ACDelco Trademark on other parts in Brazil.
	 
	 	 	 	(iv) GM may continue using ACDelco on batteries it sells in MERCOSUR countries other than
Brazil.
	 
	 	(c)	 	Provision for the Use of the ACDelco Trademarks by Third Parties During Wind Down
Period
	 
	 	 	 	It is agreed that DAS and GM will use their best efforts to identify all situations where
DAS will be assigned the business relationship with a joint venture or other third party
and such entity has a pre-existing trademark license with GM to use the ACDelco Trademark
(Exhibit F) and address them in the following manner within 12 months of the Effective
Date:






	 	1.	 	Assign a priority to each of the joint ventures and third party
relationships that have been identified.
	 
	 	2.	 	For each such joint venture or third party relationship, identify the
appropriate operating units of DAS and GM and the appropriate personnel including
attorneys for DAS and GM as necessary and develop a resolution that is satisfactory
to all parties and implement it in agreements accordingly.




7









 






	 	 	 	Desired resolutions include:






	 	(a)	 	Recognizing GM ownership of the ACDelco Trademark;
	 
	 	(b)	 	GMSPO controlling the distribution of all products sold
under the ACDelco Trademark;
	 
	 	(c)	 	Aligning the time periods for trademark license and
distribution agreements (Middle East Battery);
	 
	 	(d)	 	ACDelco product manufactured by third parties being sold to GM
(Zhuzhou);
	 
	 	(e)	 	Joint ventures or third parties ceasing use of ACDelco
Trademark on products sold to third parties.






	 	3.	 	If it is not possible to amend such pre-existing trademark license
agreements in a manner satisfactory to all parties and DAS is deriving financial
benefit from the joint venture or third party, then DAS agrees to pay GM a royalty or
fee on an annual basis for products sold by the entity under the ACDelco Trademark,
calculated as follows:






	 	(a)	 	50% of dividends received by DAS from that entity; plus
	 
	 	(b)	 	1/3 of any royalty received by DAS on technology or know-how
licensed to such entity; plus
	 
	 	(c)	 	3% of DAS’ source plant revenue on sales to that entity;






	 	 	 	but not to exceed 3% of the ex-works price of all products sold by the entity under
the ACDelco Trademark.
	 
	 	4.	 	If there are any agreements under which a royalty is received by DAS based
solely on granting permission to use and distribute under the ACDelco Trademark such
agreements and royalty stream shall be assigned to GM.






	 	(d)	 	Payment, Records and Reports.
	 
	 	 	 	DAS agrees to provide an annual statement summarizing the royalties, revenue and/or
dividends received from each of the Third Party Licensees listed on Exhibit F as
long as those companies continue to use the ACDelco
Trademark. Such statement as well as the royalty payment shall be made and provided
within sixty days after the anniversary date of the Effective Date. Further, DAS
shall keep accurate books of account
and
records
covering
all
transactions relating to




8









 






	 	 	 	Paragraph 5(c)(3 and 4) of this Agreement and GM or
its nominee shall have the right at all reasonable business hours to examine said
books of account and records and all other documents and material in the possession
or under the control of DAS and shall have free and full access thereto for said
purposes and for the purpose of making extracts therefrom. DAS must segregate its
records in such a manner as to facilitate a complete audit and agrees that such
audit may be used as a basis of settlement of charges in accordance with this
Agreement. Examinations under this paragraph shall be conducted during normal
business hours with notice of such examination provided to DAS at least one week
prior to such examination, and no more often than once each calendar year. DAS
agrees to maintain such records for at least two years.






	6.	 	LIMITATIONS TO DAS’ RIGHTS.
	 
	 	 	DAS shall not use the Licensed Trademarks directly or indirectly on or in connection with,
or in relation to, any product except as provided herein. DAS shall not make trademark use
of the Licensed Trademarks or any confusingly similar forms of, variation on, or
alternative spelling of the terms “AC”, “DELCO”, “ACDelco”, “GM” or “GENERAL MOTORS”, or
other Licensed Trademark except as provided in this Agreement. No other right or license
is granted hereby by implication or otherwise under any other mark, trademark, service
mark or Trade name of GM.
	 
	7.	 	LIMITATIONS TO GM’S RIGHTS.
	 
	 	 	Except with respect to issuing license agreements to third parties for parts and
components used in the restoration of GM vehicles as provided in Paragraph 2(c), GM shall
not use, and will not directly or indirectly authorize or permit any third party to use
the Assigned Trademarks or the Assigned Trade Names (or any confusingly similar form of
variation on, or alternative spelling thereof), directly or indirectly on or in connection
with or in relation to any products or services.
	 
	8.	 	GOODWILL
	 
	 	 	DAS recognizes the value of the goodwill associated with the Licensed Trade Name and the
Licensed Trademarks and acknowledges that the Licensed Trade Name and Licensed Trademarks,
and all rights therein and the goodwill pertaining thereto, belong exclusively to GM and
that the Licensed Trade Name and Licensed Trademarks have acquired secondary meaning in
the mind of the public in association with GM. Notwithstanding anything to the




9









 






	 	 	contrary expressed in this Agreement, DAS shall not acquire, be deemed to have acquired
and shall not claim any rights to the Licensed Trade Name and Licensed Trademarks other
than the rights granted by GM under this Agreement.
	 
	9.	 	PROTECTION OF RIGHTS






	 	(a)	 	Conduct of DAS. DAS agrees that it will not knowingly do or suffer
to be done during the term of this Agreement any act or thing that will materially
impair the rights of GM in and to the Licensed Trademarks or Licensed Trade Name then
licensed hereunder. GM hereby agrees to indemnify and defend DAS and its subsidiaries
and affiliates and authorized licensees and undertakes to hold them harmless against
any claims or suits to the extent that such claim or suit arises out of the use by
DAS or its subsidiaries or affiliates or authorized licensees of the Licensed
Trademarks and Licensed Trade Name as authorized in this Agreement, provided that the
claim or suit arises in the Territory and prompt notice is given to GM of any such
claim or suit and provided further that GM shall have the option to undertake and
conduct, at GM’s expense, the defense of any suit brought and that no settlement of
any such claim or suit is made without prior written consent of GM (which consent
shall not be unreasonably delayed or withheld). DAS or its subsidiary shall
participate in such defense, at its own expense, to protect its interests. GM shall
keep DAS informed on all material developments throughout the progress of any such
defense, and GM shall not, without DAS’ prior approval, which approval shall not be
unreasonably withheld, enter into any consent, settlement, or other agreement which
materially diminishes or restricts any rights under this Agreement or places any
material restrictions or conditions upon use of the Licensed Trademarks or Licensed
Trade Name as provided in this Agreement.
	 
	 	(b)	 	Assistance. DAS agrees to assist GM to the extent necessary in the
procurement of any protection or to protect any of GM’s rights in and to the Licensed
Trademarks or Licensed Trade Name. To this end, GM may commence or prosecute, at GM’s
expense, any claim or suits in its own name, in the name of DAS or may join DAS as a
party thereto. Each party shall promptly notify the other in writing of any material
infringement of the Licensed Trade Name or imitation by others of the Licensed
Trademarks on goods the same as or similar to the products covered by this Agreement
which may come to such party’s attention. The parties shall promptly consult with each
other and use their best efforts to agree upon a course of action to be taken with
respect to such infringement, including conducting an analysis as to whether the goods
are counterfeit, provided, however, that GM shall have the sole right to determine
whether or not it takes any action on account of any




10









 






	 	 	 	such infringement or imitation. If GM decides not to take action, DAS or a DAS subsidiary
may then take action in its own name and at its expense and discretion and may join GM as a
party to the extent necessary, provided that DAS indemnifies and defends and holds GM
harmless from any claims, suits, or counterclaims resulting therefrom.
	 
	 	(c)	 	No Registration. Except as otherwise provided in this Agreement, DAS shall not
attempt to register the Licensed Trademarks, or any formative thereof, alone or as part of
its own trademark, nor shall DAS use or attempt to register any marks which are likely to be
confusingly similar to or constitute a colorable imitation of the Licensed Trademarks. This
undertaking shall survive the termination of this Agreement.
	 
	 	(d)	 	Registration and Registered User. GM has in GM’s name registrations of the Licensed
Trademarks in the Territory. In the event that DAS or a DAS subsidiary or affiliate desires
to market products bearing the DELCO or DELCO ELECTRONICS trademark in any country where they
are not adequately registered, DE or DT shall first promptly notify GM so appropriate
trademark applications can be filed by GM and where necessary registrations issued before any
manufacturing or marketing of such products shall commence; provided that GM shall instruct
the filing of any application within sixty (60) days after receipt of the notice to GM. DAS
agrees to cooperate with GM in having DAS, DT and/or DE recorded as a registered user where
GM in its sole discretion deems that such recordal is necessary.
	 
	 	(e)	 	Maintenance. DAS agrees to reimburse GM for its out-of-pocket costs associated with
filing new applications, renewing, filing affidavits and/or evidence of use, or other taxes,
expenses or fees associated with maintaining the Licensed Delco Electronics Trademark
registrations in the Territory, recording as a registered user DAS, DT and/or DE or others
with which DT has a trademark/technology agreement and costs, attorneys, investigators and
other fees associated with taking reasonable action against infringers or counterfeiters of
the Licensed Delco Electronics Trademarks in the Territory. GM shall endeavor to give DAS
three (3) months’ prior notice of the deadlines for such maintenance and renewal and in
countries where there is no actual or contemplated use the option of declining to maintain or
renew such registrations or recordals. Each party shall furnish the other with all reasonable
requested information and documentation (including the execution and delivery of any
appropriate and accurate affidavits, declaration, oaths and other documentation) to assist the
other in obtaining or maintaining trademark registrations or other forms of intellectual
property protection and registrations and in any litigation or administrative proceeding
related thereto.




11









 






	 	(f)	 	No Assignment. It is agreed that nothing contained in this Agreement
shall be construed as an assignment or grant to DAS of any right, title or
interest in or to the Licensed Trademarks, it being understood that all rights
relating thereto are reserved by GM, except for the license of the right to use and
utilize the Licensed Trademarks only as specifically and expressly provided in this
Agreement.






	10.	 	INDEMNIFICATION
	 
	 	 	Except for claims of trademark or Trade name infringement, DAS agrees to
indemnify GM and hold it harmless from all claims arising out of its use and/or use by
third parties authorized by it of the Licensed Trademarks and Licensed Trade Names.
	 
	11.	 	QUALITY CONTROL






	 	(a)	 	Quality Standards. GM acknowledges that the Products currently
manufactured by its Business Sector meets its high standards for quality. DAS
acknowledges that if the Products it manufactures after the Effective Date were to be
of inferior quality in design, material or workmanship, the substantial goodwill that
GM has built up and now possesses in the Licensed Trademarks would be impaired.
Accordingly, it is an essential condition of this Agreement, and DAS hereby covenants
and agrees: (i) that the overall quality of the Products covered by this Agreement,
and any use or depiction of the Licensed Trademarks in connection therewith, shall
continue to meet or exceed the overall standard and quality of the Products
manufactured by or for the Business Sector as of the Effective Date; and (ii) that
products bearing the Licensed Trademarks will be of merchantable quality as defined
in the Uniform Commercial Code and will be manufactured, imported, promoted, sold,
distributed and exploited in all material respects in accordance with all applicable
and material federal, state and local laws and regulation; however, this clause does
not apply as a warranty with respect to goods supplied to GM or others. In addition,
if any Product sold by DAS to GM under the Business Relationship Agreement is
resourced by GM because of DAS’ breach of the quality requirements of such agreement,
then DAS will not thereafter without GM’s written authorization use the Licensed
Trademarks to promote that particular Product for sale in the same application as
original equipment or new service parts.
	 
	 	(b)	 	Reporting and Inspection. In order to verify that DE is continuing to
maintain the Quality Standards as required under this Agreement, at GM’s reasonable
request DE shall deliver to GM or its designee sample




12









 












	 	 	 	Products bearing the Licensed Delco Electronics Trademarks together with information
relating to the design, specification, manufacture and reliability of products
including but not limited to those supplied to GM pursuant to the Business
Relationship Agreement. This requirement shall survive the termination of such
Business Relationship Agreement.
	 
	 	(c)	 	Advertising. DE shall provide GM, at GM’s request, a representative
sampling of all current or proposed tags, labels, identification plates, packaging,
advertising copy, brochures, catalogs, marketing and promotional materials, bearing
the Licensed Delco Electronics Trademarks or Licensed Trade Name not previously
provided pursuant to this provision (individually or collectively, the “Material”)
for GM’s review of (i) the manner in which the Licensed
Delco Electronics Trademarks
and Licensed Trade Name are used and depicted and (ii) conformity to the Quality
Standards. GM shall use its best efforts to respond with any reasonable objections
thereto in writing within fourteen (14) days, and the parties will use their best
efforts to resolve in good faith such objections. If GM shall fail, however, to
object in writing within thirty (30) days after receipt of the Material, it shall be
deemed to have consented to DE’s use of the Material. Such consent by GM shall not
constitute a waiver of DAS’ other duties under this Agreement.






	12.	 	TERMINATION






	 	(a)	 	Bankruptcy. If any party (i) files a voluntary petition for an order
of relief in bankruptcy; (ii) is adjudicated a bankrupt; (iii) has an involuntary
petition in bankruptcy filed against it which remains unstayed or undismissed for
sixty (60) days following the filing thereof; (iv) makes an assignment for the
benefit of its creditors or pursuant to any bankruptcy law; or (v) has a liquidating
receiver appointed for it or for its business, the license hereby granted to that
party shall automatically terminate without any notice being necessary.
	 
	 	(b)	 	Material Breach. If any party commits a material breach of any of its
obligations under this Agreement, any other party shall have the right to terminate
the license granted to that party upon ninety (90) days prior written notice (“Notice
Of Termination”), and such Notice Of Termination shall become effective unless the
breaching party shall have substantially remedied the breach within the ninety (90)
days and the breaching party is working in good faith to fully remedy such breach.






13









 









	13.	 	DISPOSAL OF STOCK UPON TERMINATION
	 
	 	 	DAS and its subsidiaries and affiliates and authorized licensees may dispose of products
bearing Licensed Trademarks which were manufactured prior to the time of termination. DAS
shall in no event manufacture, promote, assemble, sell, exploit or dispose of any Product
bearing Licensed Trademarks after termination of its license, where such termination was
based on the material departure by DAS from the Quality Standards required by Paragraph
11 of this Agreement.
	 
	14.	 	EFFECT OF TERMINATION
	 
	 	 	Upon and after the termination of a license, such license shall forthwith revert to the
grantor, and the licensee shall execute any instruments reasonably requested to accomplish
or confirm the foregoing, provided, however, that such termination shall not in any way
diminish, limit, revoke, or cause any reversion of, DT’s rights to the Assigned Trademarks
and Assigned Trade Names transferred and assigned pursuant to Paragraph 2 of this Agreement.
	 
	15.	 	REMEDIES






	 	(a)	 	No Waiver. The resort by any party to any remedies referred to
herein shall not be construed as a waiver of any other rights or remedies to which
such party is entitled under this Agreement or otherwise.
	 
	 	(b)	 	Remedies Cumulative. All rights and remedies of a party hereto
whether evidenced hereby or arising as a result of any other contract, agreement,
instrument or law shall be cumulative and may be exercised singularly or
concurrently.






	16.	 	NOTICES
	 
	 	 	All communications, notices and exchanges of information contemplated herein, or
required or permitted to be given under this Agreement, must be in writing and will be
deemed effective when delivered in person or on the third business day after the day on
which such notice is mailed by the highest class of regular mail to the following
addresses:




14









 










If to GM:



General Motors Service Parts Operations



6200 Grand Pointe Drive



P.O. Box 6020



Grand
Blanc, MI 48439



Attention: General Manager



With a copy to:



General Motors Corporation



Office of General Counsel



3031 W. Grand Boulevard



P.O. Box 33114



Detroit, Michigan 48232-5122



Attention: Trademark Counsel



If to DAS, DE or DT:



Delphi Technologies, Inc.



Legal Staff



Delphi Drive



Troy, Michigan





	17.	 	RELATIONSHIP BETWEEN THE PARTIES
	 
	 	 	Nothing in this Agreement shall be construed to place the parties in a relationship whereby
either shall be considered to be the agent of the other for any purpose whatsoever. Neither
party is authorized to bind the other party or to enter into any contract or assume any
obligation for the other. Any such unauthorized act will be null and void as to the party
for which such obligations were assumed. Nothing in this Agreement shall be construed to
establish a relationship of partners or joint ventures between GM and DAS. Each party is
individually responsible only for its own
obligations, duties and promises as set out in this Agreement.






15









 









	18.	 	ASSIGNMENT OR SUBLICENSE
	 
	 	 	The licenses granted in this Agreement and each part hereof and all rights and duties
hereunder are personal to the parties and except as provided herein and shall not be
assigned, mortgaged, sublicensed or otherwise encumbered. Notwithstanding the foregoing,
GM may assign this Agreement to any wholly owned subsidiary company of GM, and DAS, DE and
DT may assign their rights under this Agreement as part of an internal reorganization or
to the successor of all or substantially all of their business.
	 
	19.	 	PRESS RELEASES OR PUBLIC STATEMENTS
	 
	 	 	DAS agrees to submit to GM for its prior review and approval any and all press releases or
other public statements or communications relating to its ongoing ability to use the
ACDelco trademarks as provided in this Agreement.
	 
	20.	 	NO WAIVER, ENTIRE AGREEMENT
	 
	 	 	None of the terms of this Agreement can be waived or modified except by an express
agreement in writing signed by all of the parties. There are no representations, promises,
warranties, covenants or undertakings other than those contained in this Agreement and
Exhibits hereto, and the Master Separation Agreement and its Ancillary Agreements, which
represent the entire understanding of the parties hereto relating to the subject matter
thereof. The failure of either party hereto to enforce, or the delay by either party in
enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver
or a modification thereof, and either party may, within the time provided by applicable
law, commence appropriate legal proceedings to enforce any or all of such rights. No
person, firm, group or corporation other than GM and DT (and DAS and DE to the extent
provided in agreements with DT) shall be deemed to have acquired any rights by reason of
anything contained in this Agreement.
	 
	21.	 	MISCELLANEOUS






	 	(a)	 	Controlling Law. This Agreement shall be considered as having been
entered into in the State of Michigan, without giving effect to the principles of
conflict of laws, and shall be construed and interpreted in accordance with the laws
of that State.










16









 












	 	(b)	 	Service of Process. Service of process shall be effective if mailed pursuant to
Paragraph 16 hereof.
	 
	 	(c)	 	Singular Shall Include Plural. Whenever required by the context, the singular shall
include the plural and the plural the singular, and the masculine shall include the feminine
and neuter.
	 
	 	(d)	 	Severability. The provisions of this Agreement shall be severable, and if any
provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable
in any jurisdiction, such illegality, invalidity or unenforceability shall not affect any
other provision hereof or the interpretation and effect of this Agreement as to any other
jurisdiction, and the remainder of this Agreement, disregarding such illegal, invalid or
unenforceable provision shall continue in full force and effect as though such illegal,
invalid or unenforceable provision had not been contained herein.
	 
	 	(e)	 	Heading. Headings or titles to Paragraphs or subparagraphs in this Agreement are for
the convenience of reference only and shall not affect the meaning or interpretation of this
Agreement or any part hereof.
	 
	 	(f)	 	No Modifications. This Agreement may not be released, discharged, abandoned, changed
or modified in any manner except in an instrument signed by each of the parties hereto.
	 
	 	(g)	 	No Strict Construction. The language used in this Agreement shall be deemed to be
language chosen by all parties hereto to express their mutual intent, and no rule of strict
construction against either party shall apply to any term or condition of this Agreement.
	 
	 	(h)	 	Signature Representation. Each person who signs this Agreement on behalf of a party
hereto represents and warrants that he has the proper authority to execute this Agreement on
such party’s behalf.





17









 




IN WITNESS WHEREOF, GM, DAS, DE and DT have caused this Agreement to be executed by their duly
authorized representatives on the day and year first written above.




	 	 	 	 	 	 	 	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 	 	DELPHI AUTOMOTIVE	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SERVICE PARTS OPERATIONS	 	 	 	SYSTEMS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BY

	 	 
	 	 	 	BY
	 	/s/ Alan S. Dawes	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Alan S. Dawes	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TITLE

	 	V.P. & GENERAL MANAGER
	 	 	 	TITLE
	 	Vice President	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DELCO ELECTRONICS CORPORATION	 	 	 	DELPHI TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BY

	 	/s/ David B. Wohleen
	 	 	 	BY
	 	/s/ Andrew Brown, Jr.	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	David B. Wohleen
	 	 	 	 	 	Andrew Brown, Jr.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TITLE

	 	President
	 	 	 	TITLE
	 	President	 	 
	 

	 	 
	 	 	 	 	 	 	 	 






18









 








EXHIBIT A




ASSIGNED TRADEMARKS




ACTIVE AUDIO




AIRSTAR




AUDYSSEY




AUTRA




CASM




CHIPSTACK




COMMUNIPORT




DE & DESIGN









DELPHI




DECISE




DELIGHT




DRB









DYNAVOLT




E-LOC




E-TUNE




E-Z-PACK




ENERGEN




ETR




EYECUE




FORESIGHT




1









 





EXHIBIT A




FOREWARN




FREEDOM




GALILEO




GOLD DOT




GT CONNECTION SYSTEM




GUIDESTAR




HARRISON




HARRISON

& DESIGN









HYATT




INLAND









INLITE




INTELLEK




INTELLI-GUARD




IONITE




IZON




KLAXON




LITECAST




LITEFLEX




MAGNARIDE




MAGNASTEER




MICRO-MAX




MINI-WEDGE




2









 





EXHIBIT A




MONSOON




MULTEC




MUSIC IMMERSION




NDH




P.E.D.




PACK-CON




PACKARD




PACKARD LOGO








PASSKEY




PLEASURIZER




PLIACELL




RAT




ROCHESTER




RP









RP









SAGINAW




SAGINAW LOGO









SEALRATER




SENTRI-SEAL




3









 





EXHIBIT A




SKYHOOK




SUPERLIFT




TELEPATH




THE SMARTS WITHIN




THEFTLOCK









TBI




TILT WHEEL

LOGO









UNI-SET





4











 





EXHIBIT A




COMMON LAW TRADEMARKS




ACTRA

ADAPTIVE PROTECTIONS SYSTEM

ADAPTIVE RESTRAINT TECHNOLOGY

ADCAT

AGILON

COM-PACK

CONDELP

CRUISESTEER

DBC7

DEL-PACK

DHT-3

DOCK AND LOCK

E-STEER

E-H-STEER

EASYSPLICE

EXA-LIGHT

EZDEK

EZDOOR

EZGLASS

EZHATCH

FLEXA-LIGHT

FLEXISPLICE

FLEXWIRE

GASCAT

HID

HV3

IMAGI-KNIT

INFI-KNIT

INFINITILT

INNOVENT

INTELLIGENT PROTECTION SYSTEM

INTELLSTART

INVISAMOD

LINEAX

LIGHTPACK

LIGHTSAVER

LITE PACK

LOGISTIX

LUXURYTILT

MAESTRO

MAGICDOOR

MAGNA RIDE

METRI-PACK

MICRO

MICRO-PACK

OES

OPEN COCKPIT

OPTI-LIGHT

OPTI-NET

QUADRASTEER

POWERMASTER




5









 





EXHIBIT A




COMMON LAW TRADEMARKS 




POWEREADY

POWERTRAXX

PROFILER

PROJECT RIDE PROFICIENT

REACTRA

SENSORSTEER

SMARTSPEED

SNOISE

SPLICE SAVER

STAR-LIGHT

STEERLITE

SUPERPLUG

TACTIX

TORSO-LOCK

TUNING FORK

TRAXXAR

UNI-SOURCE

UTJII

VARISPLICE

VIRTUOSO

VERSA-LIGHT

WIRE TO BUMP

XDELP

ZNOISE

064

3D-KNIT




6









 





EXHIBIT B




LICENSED TRADEMARKS




AC in Bullseye









AC in Circle









AC









AC-DELCO




ACDELCO









ACDELCO









1









 





EXHIBIT B




ACDELCO

Tri-shield









SPLIT CIRCLE









2









 





EXHIBIT C




ASSIGNED TRADEMARK/TRADENAME AGREEMENTS




Aegis Technologies

Alambrados Y Circuitos Electronicos

Ambrake

American Axle

Arco

Arabian Battery Holding Company

Arneses Electricos Automotrices SA de CV

Auto Cable Industries Ltd.

Autoensambles Y Logistica SA de CV

Beijing Delphi Automotive Systems Co., Ltd.

Blaimer 2

Calsonic Harrison Co., Ltd.

Carquest

Cei, Co., Ltd.

Centro Tecnico Herramental SA de CV

Cofomat

Compagnie Des Faiscaux Tunisiens International SA

Componentes Delfa, CA

Cordoflex do Brasil

Delnosa

Delphi Alambrados Automotrices

Delphi Alambrados and Circuitos Electricos SA de CV

Delphi Automotive Systems Australia, Ltd.

Delphi Automotive Systems China Inc.

Delphi Automotive Systems do Brasil

Delphi Automotive Systems Deutschland GMBH

Delphi Automotive Systems Espana SA

Delphi Automotive Systems France SA

Delphi Automotive Systems (M) SDN BHD

Delphi Automotive Systems Private Ltd. (Pte)

Delphi Automotive Systems International Inc.

Delphi Automotive Systems International Inc. — Beijing

Delphi Automotive Systems International Inc. — Changchun

Delphi Automotive Systems International Inc. — Shanghai

Delphi Automotive Systems Luxembourg

Delphi Automotive Systems Overseas Corporation

Delphi Automotive Systems Poland

Delphi Automotive Systems Pvt Ltd. — Chassis

Delphi Automotive Systems Pvt Ltd. — E & E

Delphi Automotive Systems Pvt Ltd. — Packard

Delphi Automotive Systems Pvt Ltd. — Saginaw

Delphi Automotive Systems SA de CV

Delphi Automotive Systems Sweden

Delphi Automotive Systems Thailand, Inc.

Delphi Automotive Systems (Thailand) Ltd.

Delphi Automotive Systems Uk Ltd.

Delphi Automotive Systems Vienna GMBH

Delphi Cableados




1









 





EXHIBIT C




Delphi Calsonic Compressors SAS

Delphi Cetesa, SL

Delphi Chassis Systems Krosno SA

Delphi Cisa SA

Delphi Colvegasa, SA

Delphi Components Mecanicos de Matamoros

Delphi Components SA

Delphi Energy and Engine Management Systems (Malaysia) SDN BHD

Delphi Energy and Engine Management Systems — UK Overseas Corporation

Delphi Ensamble de Cables Y Componentes

Delphi Ensamble de Cubiertas Automotrices

Delphi Gliwice SP

Delphi Harrison Calsonic

Delphi Inlan — Industria de Componentes Mecanicos, SA

Delphi Interior & Lighting Systems South Africa

Delphi Italia Automotive Systems SRL

Delphi Italia Service Center SRL

Delphi L’em Argentina SA

Delphi Merit, SA

Delphi Overseas Corporation

Delphi Packard Austria

Delphi Packard Deutschland GMBH

Delphi Packard Electric (Guangzhou) Co., Ltd.

Delphi Packard Electric Sielin Argentina, SA

Delphi Packard Electric Systems Malaysia SDN BHD

Delphi Packard Electric Systems Philippines Inc

Delphi Packard Electric Systems Venezuela

Delphi Packard Elektrik Sistemleri Ltd., Sti.

Delphi Packard Hungary Kft

Delphi Packard Romania SRL

Delphi Packard Systems Electricos, SA

Delphi Polska Automotive Systems SP.Z.O.O.

Delphi Rimir

Delphi Saginaw Lingyun Driveshaft Co., Ltd.

Delphi Saginaw Nsk Company Ltd.

Delphi Saginaw Steering Systems Ltd.

Delphi Shanghai Steering And Chassis Systems

Delphi Sistemas de Energia E Controlo de Motors, LDA

Delphi Steering (Malaysia) SDN BHD

Delphi Sistemas de Energia

Delphi Unicables, SA

Deltronics de Mataboros

DHB Componentes Automotivos, SA

Diavia Aire SA

Diavia SRL

DRB SA

El Teriak

Epec

Exhaust Systems Corporation

Flip Chip Technologies LLC

General Bearing Corp

HE Microwave LLD

Hezhong Automotive Component Co.

Hubei Delphi Automotive Generator Co., Ltd.




2









 





EXHIBIT C




ITT Automotive Mabu

Kabelindo Munri PT

KDS Company, Ltd.

Kyungshin Delphi Packard

MB Cable Confections SDN BHD (M)

Merit Verwaltungs GMBH

Noteco Comercio E Particpacoes Ltda

Packard Cta Pty Ltd.

Packard Electric Baieheng Co., Ltd.

Packard Electric Baieheng Ltd., Chanchun Service Center

Packard Electric Czech Republic

Packard Electric Hebi Co., Ltd.

Packard Electric Ireland, Ltd.

Packard Electric Shanghai Co., Ltd.

Packard Electric Systems Samara Cable Company

Packard Electric VAS KF

Pietong Engine Co.

Promotora — Arcomex I

Promotora — Arcomex II

Promotora — Arela I

Promotora — Arela II

Promotora — Arela III

Promotora — Arela V

Promotora — Arela VI

Promotora — Arela VII

Promotora — Arela VIII

Promotora — Cordaflex I

Promotora — Cordaflex II

Promotora — Macopel SA de CV

Promotora de Partes Electricas

Promotora de Partes Electricas Automotrices

PT Packard Kabelindo Murni Indonesia

Reinshagen GMBH

Reinshagen Italia SRL

Reinshagen Tournai SA

Reinshagen UK Branch

Rio Bravo Electricos

Saginaw Delhi Automotive Latch

Saginaw Deutschland GMBH

Saginaw Norinco Lingyun Driveshaft Ltd.

Saginaw Zhejiang Xiaoshan Steering Gear Co., Ltd.

Samaro Cable Co

Sanyco

Sengton Transportation Implement Company

Shanghai Delphi Automotive Air Conditioning Systems Co. Ltd.

Shanghai Saginaw Dongfeng Steering Gear Co., Ltd.

Shinsung Packard Company Ltd.

Sistemas Electricos y Conmutadores

Sistemas Para Automotores de Mexico

Society Francaise Des Amortisseurs De Carbon

Sodex

Sonigistix

Sung San Co., Ltd.

Tianjin Delphi Suspension Systems Co., Ltd.




3









 





EXHIBIT C




Torrington

Typro SA de CV

Voltas

Zhejiang Delphi Asia Pacific Brake Co., Ltd.




4









 





EXHIBIT D




LICENSED DELCO ELECTRONICS TRADENAMES




Delco Electronics Asia Pacific Pte., Ltd.




Delco Electronics Corporation




Delco Electronics Europe GMBH




Delco Electronics International Inc. (DEII)




Delco Electronics Overseas Corporation U.K. Branch




Delco Electronics Singapore Pte., Ltd.




Delco Electronics International Inc.




Shanghai Delco Electronics & Instrumentation Co., Ltd.




1









 





EXHIBIT E




LICENSED DELCO ELECTRONICS TRADEMARKS 




DELCO









DELCO

ELECTRONICS




DELCO ELECTRONICS

LOGO









DELCO-LOC II









DELCO SOUND




1









 





EXHIBIT F




THIRD PARTY USE OF ACDELCO TRADEMARK




AC Battery Co.




Arlamex




ASEC (Allied Signal Catalyseurs Pour L’Environment SA)




Asermex




Bakony




Bujias De Colombia




Bujias Mexicanas




Delco Chassis Nsk




Empreses ca le de Tlaxcala




Katcon Sa de Cv




Middle East Battery Company




Sistemas de Frenos




Zhuzhou Spark Plug Plant




1









 





EXHIBIT G




TRADENAME CHANGE




AC Battery Co.




AC Delco Systems Australia




AC Rochester Malaysia




AC Rochester Overseas Corporation




Controlodora General Motors




Delco Chassis NSK Do Brasil LTDA.




GM Holding (Portugal) SGBS LTD.




Productos Delco De Chihuahua (Maquiladora Operations)




Shanghai Delco International Battery Co., LTD.




1









 





Master Restructuring Agreement




Exhibit 5.01(a)(ix)

Intellectual Property Contracts Transfer Agreement, dated as of
December 4, 1998,

between DTI and GM, as amended October 31, 2001




 









 
















Charles K. Veenstra

Assistant General Counsel









31 October 2001




Howard N. Conkey

General Motors Corporation




Amendment to

GM-Delphi Intellectual Property Contracts Transfer Agreement



Schedule A of the GM-Delphi Intellectual Property Contracts Transfer Agreement does not
specifically refer to the September 1992 Technology License and Service Agreement between Delco
Chassis Division of General Motors Corporation and Delphi Componentes, S.A. (formerly ACG
Componentes, S.A.), the May 1993 clarification of that agreement, nor the December 1996
modification of that agreement.



Accordingly, please sign and return a copy of this amendment to indicate your agreement that the
following have been assigned to Delphi Technologies, Inc., and that schedule A of the GM-Delphi
Intellectual Property Contracts Transfer Agreement is amended to include:





	 	-	 	the September 1992 Technology License and Service Agreement between Delco
Chassis Division of General Motors Corporation and Delphi Componentes, S.A.
(formerly ACG Componentes, S.A.)
	 
	 	-	 	the May 1993 clarification of that Technology License and Service Agreement
	 
	 	-	 	the December 1996 modification of that Technology License and Service
Agreement





Regards -




/s/ Charles K.
Veenstra




General Motors Corporation




	 	 	 	 	 
	by

	 	/s/ Howard N. Conkey
 

	 	 
	 
	 	 	 	 
	date

	 	11/27/01	 	 
	 

	 	 	 	 





Legal Staff — Intellectual Property

5725 Delphi Drive Troy, Michigan 48098 USA





 











 





Exhibit G-l




4 December 1998     




GM — DELPHI

INTELLECTUAL PROPERTY CONTRACTS TRANSFER AGREEMENT



This Intellectual Property Contracts Transfer Agreement is between General Motors Corporation
(“GM”) and Delphi Technologies, Inc. (“Delphi”).



The parties enter this agreement to transfer certain intellectual property contracts owned by
GM prior to the separation of Delphi from GM.



Capitalized terms are defined in section 5.





	1 -	 	 Assignment of contracts to Delphi
	 
	1.1	 	Delphi IP Agreements
	 
	 	 	(a) GM hereby assigns (and will cause GM Affiliates to assign) their interest
in the Delphi IP Agreements to Delphi, together with the right to sue others for
past breach. Delphi will be responsible for recording such assignment to the
extent required by local law; the costs of recording will be considered a Project
Oracle expense.
	 
	 	 	(b) Schedule A lists Delphi IP Agreements assigned pursuant to clause 1.1(a).
The parties recognize schedule A may not be a complete list of Delphi IP
Agreements.
	 
	 	 	(c) If the parties discover that any agreement assigned pursuant to clause 1.1(a) is not a Delphi IP Agreement, Delphi will reassign such agreement to GM or the
GM Affiliate. If the parties discover that any Delphi IP Agreement is not included on
schedule A, they will amend schedule A to include that Delphi IP Agreement.
	 
	1.2	 	Delphi Copyright agreements
	 
	(a)	 	GM hereby assigns to Delphi all IP Agreements primarily relating to Delphi
Copyrights. Delphi will be responsible for recording such assignment to the extent
required by local law; the costs of recording will be considered a Project Oracle
expense.
	 
	 	 	(b) Schedule B lists agreements assigned pursuant to clause 1.2(a) and not
included in schedule A. The parties recognize schedules A and B may not be a complete
list of Delphi Copyright agreements.




1









 






	 	 	(c) If the parties discover that any agreement assigned pursuant to clause 1.2(a)
does not primarily relate to a Delphi Copyright, Delphi will reassign such agreement to
GM. If the parties discover that any IP Agreement primarily relating to Delphi Copyrights
is not included on schedule B, they will amend schedule B to include that IP Agreement.
	 
	1.3	 	If any agreement referenced in clause 1.1(a) or 1.2(a) may not be assigned to
Delphi for the benefit of Delphi and Delphi Affiliates without the consent of
another party to the agreement, or without government approval, GM will use
reasonable effort (or cause the GM Affiliate to use reasonable effort) to obtain
such consent or approval. Until such consent or approval is obtained, GM will
retain and administer (or cause the GM Affiliate to retain and administer) such
agreement for the benefit of Delphi or a Designated Delphi Affiliate as provided
in the Master Separation Agreement between GM and Delphi Automotive
Systems Corporation. However, GM and GM Affiliates are not required to incur any
additional payment obligation under this paragraph, but will permit Delphi or a Delphi
Affiliate to make any payment necessary for GM or the GM Affiliate, to retain and
administer an agreement for the benefit of Delphi and Designated Delphi Affiliates.
	 
	1.4	 	Delphi will fulfill (and cause Delphi Affiliates to fulfill) all obligations imposed
on Delphi or Delphi Affiliates by the agreements assigned hereunder, and will
indemnify and hold harmless GM and GM Affiliates against any breach of such
obligations by Delphi or a Delphi Affiliate.
	 
	1.5	 	GM will fulfill (and cause GM Affiliates to fulfill) all obligations imposed on GM
or GM Affiliates by the agreements assigned hereunder, and will indemnify and
hold harmless Delphi and Delphi Affiliates against any breach of such obligations
by GM or a GM Affiliate.
	 
	1.6	 	Delphi hereby grants (and will cause Delphi Affiliates to grant) a sublicense to
GM, together with the right to further sublicense GM Affiliates and others, under
IP Agreements with others, for technology and intellectual property owned by
others to the extent Delphi or Delphi Affiliates have the right to do so without
further payment obligation. At GM’s request, and to the extent it has the right to
do so without further payment obligation, Delphi will provide (or cause Delphi
Affiliates to provide) to GM and Designated GM Affiliates third party technology
licensed under IP Agreements with others. In each case, Delphi or the Delphi
Affiliate will permit GM or a GM Affiliate to make any payment necessary for
Delphi or the Delphi Affiliate to grant such a sublicense or provide such
technology to GM and Designated GM Affiliates.
	 
	1.7	 	The parties may execute a specific transfer instrument for one or more Delphi IP
Agreements. In any such instance, the parties desire that this agreement be
applied and construed in a manner and to the extent consistent with that
instrument.




2









 






	2 -	 	 Shared agreements
	 
	2.1	 	GM will use reasonable effort to include (or cause GM Affiliates to use
reasonable effort to include) Delphi and Designated Delphi Affiliates as parties to
all IP Agreements entered by GM or a GM Affiliate for the benefit of both the
Delphi Business Sector and one or more other GM business sectors and not
assigned to Delphi under this agreement. However, GM is not required to incur
any further payment obligation under this paragraph, but will permit Delphi or a
Delphi Affiliate to make any payment necessary for GM or the GM Affiliate to
include Delphi and Designated Delphi Affiliates as parties to such IP Agreements.
	 
	2.2	 	Schedule C lists IP Agreements entered by GM or a GM Affiliate for the benefit
of both the Delphi Business Sector and one or more other GM business sectors.
The parties recognize schedule C may not be a complete list of such agreements.
	 
	2.3	 	If the parties discover that any agreement listed on schedule C was not entered
into for the benefit of the Delphi Business Sector, GM shall have no further
obligation to include Delphi or Designated Delphi Affiliates as parties to that
agreement. If the parties discover that any IP Agreement entered by GM or a GM
Affiliate for the benefit of both the Delphi Business Sector and one or more other
GM business sectors and not assigned to Delphi under this agreement is not
included on schedule C, they will amend schedule C to include that IP
Agreement.
	 
	2.4	 	If GM or a GM Affiliate is unable to include Delphi or a Designated Delphi
Affiliate as a party to any agreement pursuant to clause 2.1, GM will use
reasonable effort (or cause GM Affiliates to use reasonable effort) to administer
such agreement for the benefit of both GM and Delphi or the Designated Delphi
Affiliate.
	 
	2.5	 	Delphi will fulfill (and cause Delphi Affiliates to fulfill) all obligations imposed
on Delphi or Delphi Affiliates by agreements to which Delphi or Delphi Affiliates
are included pursuant to clause 2.1, and will indemnify and hold harmless GM
and GM Affiliates against any breach of such obligations by Delphi or a Delphi
Affiliate.
	 
	2.6	 	GM will fulfill (and cause GM Affiliates to fulfill) all obligations imposed on GM
or GM Affiliates by agreements to which Delphi or Delphi Affiliates are included
pursuant to clause 2.1, and will indemnify and hold harmless Delphi and Delphi
Affiliates against any breach of such obligations by GM or a GM Affiliate.




3









 






	3 -	 	 Sublicenses to Delphi
	 
	3.1	 	GM hereby grants (and will cause GM Affiliates to grant) a sublicense to Delphi,
together with the right to further sublicense Delphi Affiliates and others, under IP
Agreements with others, for technology and intellectual property owned by others
to the extent GM and GM Affiliates have the right to do so without further
payment obligation. At Delphi’s request, and to the extent it
has the right to do so
without further payment obligation, GM will provide (or cause a GM Affiliate to
provide) such technology to Delphi and Designated Delphi Affiliates. In each
case, GM or the GM Affiliate will permit Delphi or a Delphi Affiliate to make
any payment necessary for GM or the GM Affiliate to grant such a sublicense or
provide such technology to Delphi and Designated Delphi Affiliates.
	 
	3.2	 	Schedule D lists IP Agreements with others under which GM or a GM Affiliate
has the right to sublicense Delphi or a Delphi Affiliate. The parties
recognize
schedule D may not be complete.
	 
	3.3	 	Delphi will fulfill (and cause Delphi Affiliates to fulfill) all obligations imposed
on Delphi or Delphi Affiliates by the sublicenses granted pursuant to clause 3.1,
and will indemnify and hold harmless GM and GM Affiliates against any breach
of such obligations by Delphi or a Delphi Affiliate.
	 
	3.4	 	GM will fulfill (and cause GM Affiliates to fulfill) all obligations imposed on GM
or GM Affiliates by the agreements referred to in clause 3.1, and will indemnify
and hold harmless Delphi and Delphi Affiliates against any breach of such
obligations by GM or a GM Affiliate.
	 
	4 -	 	Other provisions
	 
	4.1	 	Term
	 
	 	 	This agreement will remain in effect until all rights and obligations have expired.
	 
	4.2	 	Notices
	 
	 	 	All notices or other communications relating to this agreement must be written, and will be
deemed to have been properly given when delivered in person, received by facsimile, or
delivered by registered or certified mail as shown by a return receipt Such notices or
other communications must be addressed as follows:




4









 











	 	 	 	 	 
	 

	 	If to GM:
	 	General Motors Corporation
	 

	 	 	 	Legal Staff
	 

	 	 	 	P.O. Box 33114 
	 

	 	 	 	Detroit MI 48232 
	 
	 	 	 	 
	 

	 	 	 	Attention:      Patent Counsel
	 

	 	 	 	Facsimile:      313-974-1374 
	 
	 	 	 	 
	 

	 	If to Delphi:
	 	Delphi Technologies, Inc.
	 

	 	 	 	Legal Staff
	 

	 	 	 	P.O. Box 33114 
	 

	 	 	 	Detroit MI 48232 
	 
	 	 	 	 
	 

	 	 	 	Attention:      Patent Counsel
	 

	 	 	 	Facsimile:      313-974-0593 






	 	 	Either party may change its address by notice to the other.
	 
	4.3	 	Disputes
	 
	 	 	The parties will use all reasonable efforts to resolve any dispute arising from or in
connection with this agreement, and to that end will refer any such dispute to the GM and
Delphi Automotive Systems Corporation vice presidents responsible for engineering matters.
If a dispute is not resolved in that manner, then the dispute resolution provisions of the
Master Separation Agreement between GM and Delphi Automotive Systems Corporation will
apply.
	 
	4.4	 	Sublicenses
	 
	 	 	Either party may sublicense its rights under this agreement to the successors to the
portions of its business or its Affiliate’s business to which such rights relate, provided
such sublicense is limited to continuation of such portion of such business and does not
extend to other activities of the successor in interest or to new activities beyond the
scope of such portion of such business.
	 
	5 -	 	Definitions
	 
	 	 	“Control” of an organization means direct or indirect possession of the power to direct or
cause direction of the management of the policies of the organization, whether through the
ownership of voting securities, by contract or otherwise. “Controlling” and “Controlled”
have the corollary meanings ascribed thereto.
	 
	 	 	“Delphi Affiliate” means an organization directly or indirectly Controlling,
Controlled by, or under common Control with Delphi at any time.




5









 






	 	 	“Delphi Business Sector” means domestic and foreign operations of the Delphi Automotive
Systems business sector of GM, and its predecessor organizations. The Delphi Business
Sector is the predecessor of Delphi Automotive Systems Corporation and its subsidiaries.
	 
	 	 	“Delphi Copyright” means a copyright or semiconductor chip mask work right assigned to
Delphi pursuant to the Intellectual Property Transfer Agreement executed herewith between
the parties.
	 
	 	 	“Delphi IP Agreement” means an IP Agreement entered by GM or a GM Affiliate and
established primarily for the benefit of the Delphi Business Sector.
	 
	 	 	“Designated Delphi Affiliate” means a. Delphi Affiliate designated by Delphi at any time.
	 
	 	 	“Designated GM Affiliate” means a GM Affiliate designated by GM at any time. “Effective
Date” means 1 January 1999.
	 
	 	 	“GM Affiliate” means an organization directly or indirectly Controlled by GM at any time,
but excluding Delphi Automotive Systems Corporation and its subsidiaries.
	 
	 	 	“IP Agreement” means an agreement entered into prior to the Effective Date which
provides for rights in technology or intellectual property.




The parties have signed two copies of this agreement as of the Effective Date.





	 	 	 	 	 	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 	 	DELPHI TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Thomas J. Davis
	 	 	 	By
	 	/s/ Andrew Brown, Jr.
	 

	 	 
	 	 	 	 	 	 
	Name

	 	Thomas J. Davis
	 	 	 	Name
	 	Andrew Brown, Jr.
	Title

	 	Vice President and
	 	 	 	Title
	 	President
	 

	 	Group Executive	 	 	 	 	 	 






6









 






Schedules




	 	 	 	 	 
	A	 	Delphi IP Agreements
	 

	 	Al
	 	Delphi Chassis Systems
	 

	 	A2
	 	Delphi Delco Electronics Systems
	 

	 	A3.1
	 	Delphi Energy & Engine
Management Systems — Flint/Rochester
	 

	 	A3.2
	 	Delphi Energy & Engine
Management Systems — Anderson
	 

	 	A4
	 	Delphi Harrison Thermal Systems
	 

	 	A5
	 	Delphi Interior Systems '
	 

	 	A6
	 	Delphi Packard Electric Systems
	 

	 	A7
	 	Delphi Saginaw Steering Systems
	B	 	Delphi Copyright agreements
	C	 	Shared agreements
	D	 	Sublicensed agreements






7









 






Schedule A
— Delphi IP Agreements




(20 pages attached)




8









 





DELPHI CHASSIS TECHNOLOGY AGREEMENTS




	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	SUBJECT	 	EFFECT	 	 
	1

	 	Minnesota Mining and
Manufacturing (3M)
	 	License: USPN 4639392
	 	4 Nov 95
	 	S
	 
	2

	 	Aisin Chemical Co.
	 	Tech. License re friction disks
	 	 	 	S
	 
	3

	 	Akebono
	 	Technology to Delphi	 	 	 	 
	 
	4

	 	Akebono
	 	Tech. License re caliper w/park
brake
	 	 	 	S
	 
	5

	 	Akebono
	 	License to China Bonding
Equipment
	 	negotiating
	 	S
	 
	6

	 	Akebono
	 	Tech Assist w/Ambrake
	 	 	 	S
	 
	7

	 	Ambrake
	 	Tech. License re disk brake asm
	 	 	 	S
	 
	8

	 	Aralmex
	 	Tech. License and Assist re
shock absorbers
	 	 	 	S
	 
	9

	 	ATRO
	 	Tech. License re Litecast
	 	negotiating	 	 
	 
	10

	 	Bendix Mintex
	 	Non-disclosure	 	 	 	 
	 
	11

	 	Benteler
	 	Collaboration re Delta rear axle
asm.
	 	negotiating	 	 
	 
	12

	 	Bosch
	 	Tech. Exchange & Supply re
Bosch ABS modulator, Delphi-
C algorithm & DE controller	 	 	 	 
	 
	13

	 	Chrysler
	 	Engine Mount, Hybrid Engine
	 	negotiating	 	 
	 
	14

	 	Citroen
	 	Non-analysis, six months 1995	 	 	 	 
	 
	15

	 	Continental Tire
	 	Development re sidewall
torsion sensor
	 	negotiating	 	 
	 
	16

	 	Daewoo Automotive

Components (DAC)
	 	Engineering services
	 	 	 	S/F
	 
	17

	 	Daewoo Automotive

Components (DAC)
	 	Tech License re brake apply
system
	 	negotiating
	 	S/F
	 
	18

	 	Daewoo Automotive

Components (DAC)
	 	Tech License
	 	 	 	S/F
	 
	19

	 	Daewoo Automotive

Components (DAC)
	 	Tech License re Gen III
bearings
	 	negotiating
	 	S/F
	 
	20

	 	Daewoo Automotive

Components (DAC)
	 	Tech License re rear hubs,
drums & rotor
	 	8 Nov 94
	 	S/F
	 
	21

	 	Daewoo Automotive

Components (DAC)
	 	ABS VI
	 	18 Jun 98
	 	S/F
	 
	22

	 	Daewoo Automotive

Components (DAC)
	 	Brake components (GM
France)
	 	 	 	S/F
	 
	23

	 	de Carbon
	 	Non-disclosure re Liteflex leaf
spring tech.
	 	negotiating	 	 
	 
	24

	 	de Carbon
	 	License re Liteflex leaf spring
tech.
	 	 	 	S/F
	 
	25

	 	de Carbon
	 	Tech. & Service re monotube dampers
	 	 	 	S






CONFIDENTIAL
— Delphi Chassis Technology Agreements — page 1 of 3





 









 








	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	SUBJECT	 	EFFECT	 	 
	 
	26

	 	Delco Chassis NSK do
Brasil
	 	License re Gen III wheel
bearings
	 	 	 	S/F
	 
	27

	 	Delphi Chassis
Systems USA
	 	License from de Carbon re monotube dampers
	 	 	 	S/F
	 
	28

	 	Dow Chemical
	 	Non-analysis (exp)
	 	20 Nov 97	 	 
	 
	29

	 	DSSCSC
	 	Opel brake drum manufacture
	 	 	 	S/F
	 
	30

	 	DuPont
	 	Joint development re Neoprene
engine mount	 	 	 	 
	 
	31

	 	DuPont
	 	Non-disclosure (exp)	 	 	 	 
	 
	32

	 	Environmental Research
Institute of Michigan
(ERIM)
	 	Provide brake, roll & vehicle
damping systems for Variable
Dynamic Testbed Vehicle
	 	18 Apr 97	 	 
	 
	33

	 	FASA Krosno
	 	Tech License
	 	negotiating	 	 
	 
	34

	 	FAG
	 	Sale of strut bearing
business to
FAG	 	 	 	 
	 
	35

	 	FORUM
	 	Tech License re boosters,
master cylinders & wheel
brakes
	 	 	 	F/S
	 
	36

	 	Inorganic Recycling
	 	Master agrt for asbestos
treatment	 	 	 	 
	 
	37

	 	ITT-Teves
	 	License re brake components to
GM France	 	 	 	 
	 
	38

	 	ITT — Teves
	 	Working agreement	 	 	 	 
	 
	39

	 	Link Engineering
	 	License re accelerator asm
	 	21 Jun 85	 	 
	 
	40

	 	Link Engineering
	 	License re brake pedal force —
decel instrumentation
	 	4 Jun 84
	 	S
	 
	41

	 	Lucas
	 	License re brake components to
GM France	 	 	 	 
	 
	42

	 	Lucas Varity
	 	Brake license
	 	negotiating	 	 
	 
	43

	 	Mercedes
	 	Mutual Non-disclosure re
modules	 	 	 	 
	 
	44

	 	MTS Systems
	 	Demo Agrt for height sensor
test & evaluation
	 	25 Nov 97	 	 
	 
	45

	 	National Center for

Manufacturing Sciences
	 	Membership in consortium
	 	16 Dec 97	 	 
	 
	46

	 	Noise Cancellation

Technologies
	 	Joint development re engine
mounts	 	 	 	 
	 
	47

	 	PBR Automotive
	 	Patent License & Tech Assist
	 	 	 	F
	 
	48

	 	PBR Automotive
	 	Partial re-negotiation of Tech
Assist re Banksia
	 	 	 	F
	 
	49

	 	PER Automotive USA
	 	License & Tech Assist re
brakes
	 	 	 	F
	 
	50

	 	PBR Automotive
	 	License & Tech re brakes
	 	 	 	F






CONFIDENTIAL — Delphi Chassis Technology Agreements — page 2 of 3





 









 








	 	 	 	 	 	 	 	 	 
	 	 	COMPANY	 	SUBJECT	 	EFFECT	 	 
	51

	 	Shanghai Automotive Brake
Systems
	 	Tech License re brake
calipers
	 	23 May 97
	 	F/S
	 
	52

	 	Shanghai Automotive Brake

Systems
	 	Tech License re brake
controls
	 	22 Jul 97
	 	F/S
	 
	53

	 	Shanghai General Motors
Corp.
	 	Technical Assist
	 	1 Jan 98
	 	F
	 
	54

	 	Shanghai General Motors
Corp.
	 	Non-disclosure
	 	1 Jan 98
	 	F
	 
	55

	 	Shanghai Huizhong
Automotive Manufacturing
Co.
	 	Tech Assist
	 	8 Oct 97
	 	F/S
	 
	56

	 	TEBO, S.A.
	 	Supply of brake parts
	 	29 Oct 86
	 	F/S
	 
	57

	 	Tianjin Delphi Suspension
Systems Co.
	 	Tech Assist
	 	 	 	F
	 
	58

	 	Tianjin Delphi Suspension
Systems Co.
	 	Tech License re strut &
damper manufacture
	 	negotiating
	 	F/S
	 
	59

	 	Toyota
	 	Non-disk wheel bearings	 	 	 	 
	 
	60

	 	Union Carbide
	 	Brake fluid
	 	16 Aug 94	 	 
	 
	61

	 	Union Carbide
	 	Brake fluid
	 	9 Sep 96	 	 
	 
	62

	 	University of Dayton –
Rapid
Prototyping Consortium
	 	Membership	 	 	 	 
	 
	63

	 	Volvo
	 	Non-disclosure re modules	 	 	 	 
	 
	64

	 	Xerox
	 	Non-disclosure re distributed
filament	 	 	 	 
	 
	65

	 	Xerox
	 	Non-disclosure re PSI surge
control
	 	25 Apr 95	 	 
	 
	66

	 	Zhejiang Delphi
Asia-Pacific
Brake Co.
	 	Tech License & Assist
	 	 	 	F/S






CONFIDENTIAL — Delphi Chassis Technology Agreements — page 3 of 3





 









 








	 	 	 
	Company	 	Agreement Date
	American Telephone and Telegraph Company

	 	1/12/83
	Bix Manufacturing Company

	 	6/4/93
	Bose Corporation

	 	8/29/81
	Hitachi, Ltd.

	 	8/29/83
	Kent State University

	 	3/26/90
	Motorola

	 	2/9/87
	Motorola

	 	12/17/81
	Motorola

	 	12/22/81
	Motorola

	 	7/26/77
	Motorola

	 	8/30/77
	Motorola

	 	9/11/84
	Motorola

	 	9/11/84
	National Semiconductor Corporation

	 	5/29/81
	National Semiconductor Corporation

	 	6/30/86
	National Semiconductor Corporation

	 	12/4/89
	N.V. Philips’ Gloeilampenfabrieken

	 	6/30/81
	Philips Export B.V.

	 	1/17/84







 











 




Delphi-E Study-Contracts



	 	 	 
	Company	 	Effective
	 
	AC Delco Systems Australia Ltd. ClaytonSouth.,
Victoria Australia	 	1-Jan-94
	AC Rochester Austria Ges.m.b.H.	 	 
	AC Rochester Oversees Corporation, Delaware	 	 
	AC Rochester Oversees Corporation, UK	 	1-Jan-92
	AC Rochester Oversees Corporation, UK	 	1-Apr-93
	Air Cleaner Technical Service	 	1-Jul-85
	Allison Engine Company, Indianapolis, Indiana
	 	3-Feb-94
	Asec
	 	27-Oct-97
	Atlantic Richfield Company (“ARCO”), a
Delaware corporation
	 	?/?/98
	Autovazimport of Volga automobile Associated
Works, USSR
	 	7-Jun-90
	AVL, Australia — Haus-List-Platz 1, A-8020 Graz
	 	24-Jun-98
	Avtolada, Togliatti, USSR (VAZ, AutoVAZ)
	 	7-Jun-90
	Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
	 	27-Mar-98
	Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
	 	18-Jun-98
	Battelle
Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
	 	2-Jun-98
	Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
	 	11-Feb-98
	Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
	 	11-Feb-98
	Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
	 	5-Aug-97
	Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
	 	12-Nov-97
	Battelle Memorial Institute, Pacific Northwest
Laboritories 902 Battelle BLVD, PO Box 999,
Richland Wa 99352
	 	22-Jul-98
	Beijing Wanyun GM Automotive Electronic
Control Co.
	 	 
	BMW (Bayerische Motoren Werke
Aktiengesellschaft D-80788 Munchen
	 	9-Feb-98
	BMW (Bayerische Motoren Werke
Aktiengesellschaft) D-80788 Munchen
	 	15-May-97
	BMW (Bayerische Motoren Werke
Aktiengesellschaft) D-80788 Munchen
	 	1-May-97
	BMW (Bayerische Motoren Werke
Aktiengesellschaft) D-80788 Munchen
	 	13-Mar-96
	BMW (Bayerische Motoren Werke
Aktiengesellschaft), Petuelring 130, 80788 Munchen, Germany
	 	9-Dec-94
	BMW (Bayerische Motoren Werke
Aktiengesellschaft), Petuelring
130, 80788 Munchen, Germany
	 	9-Jan-96
	BMW (Bayensche Motoren Werke
Aktiengesellschaft), Petuelring 130, 80788
Munchen, Germany
	 	12-Mar-97
	BMW (Bayensche Motoren Werke
Aktiengesellschaft), Petuelring 130, 80788
Munchen, Germany
	 	9-Dec-94
	Bosch GMBH, Robert
	 	7-Apr-88
	Bujlas de Columbia
	 	 
	Bujlas
Mexicanas, S. A. de C.V.
	 	27-Mar-87
	Caterpillar Inc.
	 	4-Jan-91
	Caterpillar, Inc.
	 	27-Apr-98
	Chrysler Corporation
	 	16-Dec-96
	Chrysler Corporation
	 	8-Nov-96
	C-MAC
	 	23-Jan-97
	Cottec
Industries, Inc. acting through its Holley
Performance Products Division
	 	22-May-95
	Daewoo Automotive Components, Ltd	 	11-Oct-95
	Daewoo Automotive Components, Ltd
	 	5/18/98




 Page 1








 








Delphi-E
Study-Contracts



	 	 	 
	Company	 	Effective
	 
	Daewoo Automotive Components, Ltd
	 	(1) 4/27/94

(motors), (2)

6/28/94 (ICE-4), (3)

6/28/94

(alternators), (4)

6/28/94

(distributors), (5)

6/28/94 (HEl coils)
	Delco
Remi — Componentes Electronicos, LDA,
Portugal
	 	 
	Delkor (JV in Seoul, Korea, 50% owned by
	 	4-Dec-85
	Delphi Automotive Systems Australia Ltd
	 	1-Jun-94
	Delphi Automotive Systems France,
Genneviliers France
	 	1-Jan-96
	Delphi Automotive Systems India Private
Limited, B-92, Himalaya House, 23-Kasturba
Gandhi Marg, New Delhi 110001, India
	 	15-Apr-95
	Delphi Automotive Systems Luxembourg S. A.
	 	 
	Delphi Automotive Systems of General Motors
do Brasil Ltda, through Delphi Energy and
Engine Management Division
	 	1-Jan-96
	Delphi Automotive Systems Vienna GmbH
	 	 
	Delphi Energy and Engine Management Systems
(M) Sdn. Bhd
	 	4-Nov-94
	Delta Motor Corporation
	 	14-Jan-91
	Detroit Diesel Corporation
	 	19-Mar-96
	Dysekompagniet I/S
	 	25-Apr-95
	Edison Welding Institute
	 	18-Oct-85
	Empresas “Ca-Le” de Tiaxcala, S. A. de C. V.,
Mexico
	 	1-Jan-96
	Engelhard Corp., Menlo Park, CN 40, Edison,
New Jersey 08818
	 	7-Jul-92
	Equal
flow Inc. 694 Prairie, Glen Ellyn, II 60137
	 	1-Jul-96
	Eveready Battery Company, Inc 25225 Detroit
Rd PO Box 45145, Westlake Ohio 44145
	 	31-Oct-94
	Exacto Spring Corp., Perfection Spring &
Stamping Corp.
	 	18-Sep-98
	Exxon Research and Engineering Company
(and affiliated Samia Research laboratories)
	 	25-Sep-98
	Ferro Corporation of Cleveland Ohio
	 	15-Feb-96
	Ferro Corporation, Cleveland, Ohio
	 	26-May-95
	Ficht GmbH
	 	1-Feb-96
	Ficht GmbH & Co. KG, Spannleitenberg 1, D-85614 Kirchseeon, Germany
	 	2-Dec-96
	Flowform Ltd
	 	17-Aug-92
	Ford Motor Company (Automotive Components Division)
	 	13-Dec-94
	General Motors Austria Gesellschaft m.b.H.
	 	11-Oct-88
	General Motors France
	 	l-Jan-82
	General Motors France
	 	1-Jan-91
	General Motors France, Gennevilliers, France
	 	1-Jan-92
	General Motors France, Gennevilliers, France
	 	1-Jan-92
	General Motors France, Gennevilliers, France
	 	1-Jan-93
	Gerald
Metals Inc. 6 High Ridge Park, Stanford, CT 06905
	 	25-Feb-97
	Hitachi, Ltd., through Hitachi Automotive
Products Division, 6 Surugadai 4-chome,
Chiyoda ku, Tokyo, Japan
	 	11-Sep-98
	Hitachi, Ltd., through Hitachi Automotive
Products Division, 6 Surugadai 4-chome, Chiyoda ku, Tokyo, Japan
	 	8-Apr-98
	Holden’s Engine Company, 600 Lorimer
Street, Port Melbourne 3207, Victoria, Australia
	 	21-Jun-95
	Honda R&D Company, Ltd.
	 	16-Mar-98
	Honda R&D Company, Ltd.
	 	1-Aug-94
	Hubei Auto Motor Factory and Beijing
Everbright Industrial Co. Huabei Office and
International Tendering Company of China
National Technical Import and Export Co.
	 	22-Apr-92
	Hubei
Delphi Automotive Generator Co., Ltd. (JV that is 51% owned by DASCI)
	 	5-Mar-96
	Industrial Technology Research Institute
(ITRI), Taiwan
	 	1-Jan-95
	International Business Machines Corporation
	 	17-Aug-95




 Page 2








 




Delphi-E Study-Contracts



	 	 	 
	Company	 	Effective
	 
	Iron Mountain (Records Management Co), and
Realist Technology Limited Partnership
	 	29-Oct-97
	Isuzu
	 	3-Jun-98
	Isuzu Motors Limited
	 	10-Dec-97
	Katcon,
S.A. de C.V.
	 	23-Jul-93
	Keene, Cristopher M., 32 Grosvenor Rd.,
Waltham MA 02154
	 	20-May-95
	Lawrence Livermore National Lab
	 	19-Sep-97
	Lockheed Martin Energy Systems, Inc., P.O.
Box 2009 Oak Ridge Tennessee 37831-8242
	 	2-Feb-98
	Lockheed
Martin Energy Systems, Inc., P.O.
Box 2009 Oak Ridge Teooessee 37831-8242
	 	16-Dec-97
	Lockheed Martin Idaho Technologies Company
	 	1-Feb-97
	Lockheed Martin Idaho Technologies Company
	 	15-Dec-97
	Lotus Engineering
	 	17-Mar-98
	Mannai Corporation, Ltd., P.O. Box 76, Doha,
Qatar Arabian Gulf
	 	7-Aug-90
	Martin Marietta Energy Systems. Inc. CRADA
No. Y-1293-0193
	 	29-Oct-93
	Mechadyne International, Ltd
	 	3-Jun-98
	Metreon Hiram Ohio & GM Power Train
	 	1-Mar-96
	Michigan State university
	 	6-May-98
	Middle East Battery Company
	 	20-Dec-95
	Navistar International Transportation Corp., 455
North Cityfront Plaza Drive Chicago, II 60611
	 	16-Apr-97
	NGK Insulators, Ltd.
	 	31-Oct-90
	NGK Lock, Inc. 1000 Town Center, Suite 1650,
Southfield Ml 48075
	 	28-Sep-92
	Onan Corporation
	 	??
	Pechiney
Recherche Balzac Bldg-10, place das
Vosges, La Defense 5, Courbevoie — Cedex 68,
92048 Paris France
	 	15-Apr-98
	Pierburg G.m.b.H.. Alfred-Pierburg-Strasse 1. D
41456 Neuss Germany
	 	22-Jan-96
	Pierburg GmBH Germany
	 	20-Jun-94
	Pierburg GmBH Germany
	 	20-Jun-94
	Porsche, GM Luxembourge Operations S.A.
and AC Rochester Division of GMC
	 	17-Dec-92
	Pridco LP., Arlington, Virginia
	 	22-Dec-94
	Pridco LP., Arlington, Virginia
	 	9-Aug-96
	Realist Technology Limited (Applied Ceramics),
5555 Pleasantdale Road Docaville GA 303340
	 	3-Nov-97
	Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
	 	3-Nov-97
	Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
	 	3-Nov-97
	Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
	 	3-Nov-97
	Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
	 	3-Nov-97
	Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
	 	3-Nov-97
	Realist Technology Limited, 5555 Pleasantdale
Road Docaville GA 303340
	 	3-Nov-97
	Rexam
Custom, Ferro
	 	8-Feb-96
	Sandia Corporation,
	 	3-Apr-98
	Sandia Corporation, CRADA No. SC92/01143
	 	9-Feb-93
	Sandia Corporation, Regents of the University
of California
	 	27-Jan-95
	Sandia Corporation, Regents of the University
of California
	 	16-Dec-96
	Sandia National Laboritories User Facility
Agreement No. 5989 1410
	 	18-Apr-96
	Sanyco
	 	 
	Sengton Transportation Implementation Co.
	 	21-Jan-97
	Shanghai Delco International Battery Co. Ltd
	 	0/0/1995
	Shelby American, Inc.
	 	17-Jul-97
	Sistema de Frenos, S.A. Av. Iquitos 4808 La
Victoria Apartado Postal 2173 Lima Peru
	 	23-Jun-89
	Sistemas Electricos S.A. de C.V.
	 	 
	Sistemas
Electricos Y Conmutadores, S. A. de C.V.
	 	 
	Sistemas
Y Componentes Electricos, S. A. de C.V. San Luis Potosi Mexico
	 	29-Jun-91
	Stirling
Thermal Motors, Inc.
	 	August, 1993?





 Page 3








 




Delphi-E Study-Contracts



	 	 	 
	Company	 	Effective
	 
	Systemas
Electricos Y Conmutadores S.A. de
C.V. Chihuahua Mexico
	 	2-Jan-80
	Taiwan
	 	1-Apr-98
	Tawas Industies
	 	11-Nov-93
	Techumseh Products Company
	 	23-Jun-94
	Teknekron Sensor Development Corporation
	 	19-Oct-92
	UBE Industries
	 	17-Nov-86
	University of California, Los Alamos National
Laboratory, PO Box 1663 MS K571, Los
Alamos, NM 87545
	 	13-Apr-95
	Wesley Industries
Inc., 1825 S. Woodward Ave
Suote 205, Bloomfield Hills, MI 48302
	 	10-Feb-97
	Whitehead Engineered Products, Inc., 45
Gracey Avenue Meriden Connecticut 06450
	 	30-Aug-91
	Worden, Mr. Gary, represented by Kurt
Grossman, Wood, Herron & Evans, LLP, 2700
Carew Tower, 441 Vine Street Cincinnati OH
	 	19-Sep-97
	Zhuzhou Spark Plug Plant China National
Constructional & Agricultural Machinery Import
and Export Corporation
	 	22-Jun-92




 Page 4









 





	 	 	 
	Company	 	Effective
	 
	AeroVironment Inc
	 	26-Aug-96
	Ajax Magnethermic
	 	13-Apr-94
	Bolder Technologies
	 	1-Jul-98
	Ceracon Inc.
	 	15-Oct-91
	Daewoo Automotive Components Ltd.
	 	28-Jun-94
	Delco Remi — Industria (Portugal)
	 	1-Jan-95
	Delco Remy America
	 	14-Jul-94
	DOE/MRI — Chrysler
	 	1-Jun-96
	Ecoair Corp
	 	17-May-94
	Electrosource Inc; Tracor Inc
	 	11-Feb-91
	Empresas Ca-Le de Tlaxcala SA de CV
	 	12-Dec-96
	Forge performance Products, Inc.
	 	2-Mar-94
	Front Edge Technology
	 	11-Dec-95
	General Motors do Brasil
	 	1-Jan-96
	General Motors France
	 	1-Jan-92
	Honda R & D North America Inc
	 	1-Apr-94
	Hubei Auto Motor Factory; Beijing Everbright Industrial Co.;
International Tendering Co of China
	 	22-Jan-92
	Kimberly-Clark Corp
	 	13-Mar-79
	Lord Corporation; Universal Toll & Engineering Co.
	 	28-Aug-91
	Magnavox Government and Electronics Co.; (North American
Phillips
Corporation — Successor)
	 	31-Dec-90
	Shanghai Delco International Battery Co Ltd
	 	 
	Siemens AG
	 	24-Aug-94
	Sistemas
y Componentes Electricos SAdeCV; Grupo Corporative
Internacional
	 	27-Jun-91
	Standard Industries
	 	28-Jul-89
	Sterling Thermal Motor
	 	1-Apr-95
	Valence — Nevada
	 	15-Sep-94




 Page 1








 





	 	 	 
	Company	 	Effective     
	 
	Advanced
Casting
Technologies
	 	24 NO 97
	AFPS
Allied
Signal
Alma
Products
	 	10 DE 90
	Armas
	 	30 SE 93
	Calsonic
Harrison
Corp.
	 	11 JL 86
	Calsonic
Harrison
Corp.
	 	JL 95
	Calsonic
Harrison
Corp.
	 	Not signed yet
	Calsonic
Harrison
Corp.
	 	Not signed yet
	Calsonic
Calsonic
	 	25 OC 94
	Cambric
Graphics
DAC, CNTIC
	 	21 AP 93
	DAC
	 	26 FE 93
	DAC
	 	28 DE 95
	DAC
	 	13 MR 97
	DAC
	 	02 DE 97
	DAC
	 	18-Jan-98
	DAC
	 	13 NO 97
	DELFA
	 	20 JA 93
	DELFA
	 	28 OC 97
	DHTS do
Brasil Ltd.
	 	26 AP 96
	Diavia
	 	18 DE 96
	Donchery
	 	22 DE 93
	EL Teriak
	 	02 FE 96
	FAACA
	 	19 OC 92
	FAACA
	 	01 OC 95
	Four
Seasons
	 	24 NO 97
	HALLA
	 	17 AP 97
















 





	 	 	 
	Company	 	Effective     
	 
	Honda of
America
Interpartes
De
Durango
	 	04 SE 90
	Kaiser
	 	08 SE 95
	Kaiser
Aluminum
	 	27 JA 96
	Kale Oto
Radyator
	 	24 MR 97
	Ostrow
	 	20 MY 97
	 	 	 
	P.T.
Selamat
Sempurna
	 	AP 96
	 	 	 
	Radiadores
Richard
	 	01 FE 96





	 	 	 
	Company	 	Effective     
	 
	Radiadores Richard
	 	01 FE 96
	 	 	 
	Radiadores Richard
	 	01 FE 96
	RANCO
	 	14 AU 95
	Reynolds
Metals Reynolds Metals 

	SDAAS
	 	27 FE 98
	SAPF Shanghai EK Chor
	 	10 JN 97
	TAIGENE
	 	25 OC 93
	Toyota
	 	 
	 	 	 
	U. of Illinois U. of Maryland U.B. U. Dayton Research Inst.
	 	 













 




DELPHI INTERIOR TECHNOLOGY AGREEMENTS



	 	 	 
	THIRD
PARTY
	 	EFFECTIVE DATE
	 	 	 
	AEGIS/Talley Defense Systems
	 	17-Jun-97
	 	 	 
	Aladdin Industries Inc.
	 	13-Dec-96
	 	 	 
	Audi AG — Nondisclosure
	 	12-Feb-96 and Approx. 16-May-97
	 	 	 
	Autoflug GmbH
	 	2-Mar-82
	 	 	 
	Autoliv
	 	18-Jan-96
	 	 	 
	Automated Solutions Inc.
	 	21-Feb-97
	 	 	 
	Battelle Memorial Institute
	 	11-Jan-85
	 	 	 
	Boston University
	 	19-May-97
	 	 	 
	Brose — Germany
	 	13-May-86 and 28-Jul-87
	 	 	 
	Brose — Germany
	 	4-Aug-80
	 	 	 
	Capro, Inc.
	 	6-Mar-98
	 	 	 
	Cinpres
	 	26-Jun-98 and 15-Apr-91
	 	 	 
	Colamco, Inc.
	 	Approx. 2/85
	 	 	 
	Daewoo Automotive Components Ltd.
	 	21-Dec-94
	 	 	 
	Deneb Robotics/U.S. Army TACOM
	 	Approx. 8/96
	 	 	 
	Dow Chemical
	 	22-Sep-93 & 23-Feb-90 & 31

May-90
	 	 	 
	European Components Corp
	 	Unknown
	 	 	 
	European Components Corp/Takata
	 	4 Oct-88
	 	 	 
	Fast 4M/Time Engineering Services
	 	15-Jun-98
	 	 	 
	Ford Motor & Delco — Nondisclosure for
Safety
& Power Products
	 	Negot. Ongoing
	 	 	 
	FSO Motor Car Company
	 	28-Jul-94
	 	 	 
	Georgia Tech Research Corp.
	 	29-Jan-98
	 	 	 
	Georgia Tech Research Corp.
	 	12-Mar-98 & 2-Nov-98
	 	 	 
	Global Manufacturing Solutions, Inc.
	 	20-Dec-98
	 	 	 
	Globe Motors
	 	10-Dec-97














 




DELPHI INTERIOR TECHNOLOGY AGREEMENTS


	 	 	 
	THIRD PARTY	 	EFFECTIVE DATE
	 	 	 
	Honda R&D Co.
	 	11-Jul-94
	 	 	 
	HRL Laboratories/ISX Corporation
	 	23-Jun-97 and 18-Apr-98
	 	 	 
	Hyundai
	 	1-Aug-97
	 	 	 
	KDS Company, Ltd.- Korea
	 	11-Sep-95
	 	 	 
	Keikert — Germany
	 	28-Nov-83
	 	 	 
	L’Equipe
Monteur S.A. — Uruguay/Argentia
	 	15-Jul-96
	 	 	 
	Mark Gears and Systems, Inc.
	 	5-Feb-96
	 	 	 
	Mayco Plastics
	 	1-Oct-91
	 	 	 
	Mercedes
	 	28-Nov-96
	 	 	 
	Meritor Light Vehicle Systems, Inc.
	 	4-Aug-98
	 	 	 
	Modeling and Optimization Consulting, Inc./Floudas
	 	4-May-98
	 	 	 
	Muth Wood-Stock
	 	24-Nov-86
	 	 	 
	Neaton Auto Products Manufacturing
	 	29-Jan-96
	 	 	 
	OEA, Inc.
	 	18-Jan-94 and 18-Jan-95
	 	 	 
	Ohio University
	 	01-Jan-95
	 	 	 
	Omega Company, Inc.
	 	6-Feb-98
	 	 	 
	Orthopedic Biomedical Institute — refer to
PO#FDS-50604
	 	21-Jan-97
	 	 	 
	Princeton University — refer to PO#FDS-50237
	 	Approx. 12-Feb-97
	 	 	 
	Rover Group Limited
	 	2-Feb-97
	 	 	 
	Samsung Electro-Mechanics Co. Ltd.
	 	12-Jan-98 and 13-Jan-98
	 	 	 
	Samsung Electro-Mechanics Co. Ltd.
	 	12-Sep-95
	 	 	 
	Sensotech
	 	9-Jun-98 and 15-Jun-97
	 	 	 
	Simula Automotive Safety Devices, Inc.
	 	18-Apr-98
	 	 	 
	Sung San Company, Ltd.
	 	22-Apr-86 and 14-Sep-92
	 	 	 
	Takata
	 	1-Sep-95
	 	 	 
	3-D Systems, Inc.
	 	13-Oct-87














 




DELPHI INTERIOR TECHNOLOGY AGREEMENTS


	 	 	 
	THIRD PARTY	 	EFFECTIVE DATE
	 
	 	 
	Toyota Motor Co.- Power Slide Door
	 	27-Nov-97
	 
	 	 
	Toyota Motor Co.
	 	18-Oct-95
	 
	 	 
	Toyota Motor Company
	 	2-Mar-98
	 
	 	 
	Toyota Motor Corporation
	 	18-Jul-95 and 27-Aug-98
	 
	 	 
	Toyota Motor/Johnson Controls/Trim Masters
	 	4-Mar-96
	 
	 	 
	TRW Vehicle Safety Systems
	 	22-Mar-96
	 
	 	 
	Tsinghua University
	 	28-Aug-97
	 
	 	 
	Univ. of Detroit Mercy
	 	l8-May-96 and 17-Dec-97
	 
	 	 
	University of Oklahoma
	 	Approx. 14-Aug-92

















 





DELPHI PACKARD ELECTRIC TECHNOLOGY AGREEMENTS




Confidential Information




	 	 	 
	COMPANY	 	EFFECTIVE
	 
	ACI — South Africa

	 	14-Nov-97
	 
	An Thel

	 	30-Mar-98
	 
	AZ Beta (Czechoslovakia)(Separate Agreement)

	 	[ILLEGIBLE]
	 
	Behr Climate Systems

	 	6-Dec-98
	 
	Beicheng (Schedule II to the JV  — This will not
be signed because of the original JV)

	 	Copy on file is not
signed/dated
	 
	BMW

	 	18-Apr-97
	 
	Crown City Plating

	 	2-Feb-98
	 
	Daesung

	 	17-Jun-98
	 
	Daewoo — FSO (Poland)

	 	26-May-98
	 
	Dow Corning

	 	14-May-98
	 
	DuPont

	 	8-Oct-97
	 
	Durable Wire (See Solid State Stamping)

	 	Executed 31-Dec-90
	 
	Durable Wire (Arcola) 

Addendum

	 	7-Jul-92
	 
	Eaton Corporation

	 	13-Dec-98
	 
	ELCON (Croatia)

	 	3-Dec-90
	 
	Ford

	 	2-Feb-98
	 
	Freightliner

	 	30-May-97
	 
	Furukawa Electric Co., Ltd.

	 	14-Nov-97
	 
	Freightliner

(Truck Project Corporation)

	 	13-Aug-96
	 
	Hebi — Packard Electric Hebi, Inc.
And PE China, Inc.

	 	5-Apr-97
	 
	Hitashi/Delphi-P/Delco Electronics

	 	30-Jul-97
	 
	Honda of America Mfg. Inc.

	 	4-Mar-94
	 
	Honda of Japan

	 	1-Jan-95
	 
	Honda of Japan

	 	1-Sep-95
	 
	Hyundai Motor Company

	 	12-Aug-96
	 
	Hyundai Motor Company

	 	1-Sep-95
	 
	IAPMEI (Portugal)

	 	14-Apr-98
	 
	IEFP (Portugal)

	 	10-Jan-97
	 
	Kia

	 	6-Feb-95
	 
	Kyungshin Industrial Company

	 	12-Apr-97
	 
	Lord Corporation

	 	11-Dec-96
	 
	Malaysia
	 	 
	 
	Nippon Tanshi Co., Ltd.

	 	20-Aug-96
	 
	North American Plastics

	 	22-Jun-92
	 
	PEC/SCC (Russia)

	 	1-Aug-95
	 
	Polyflex Div of Flex Technology

	 	26-Oct-92
	 
	Queretaro Design Center Agreement

	 	25-Feb-93
	 
	Raychem Corporation

	 	2-Dec-85






 









 






DELPHI PACKARD ELECTRIC TECHNOLOGY AGREEMENTS




Confidential Information




	 	 	 
	COMPANY	 	EFFECTIVE
	 
	[ILLEGIBLE] (Germany)

	 	19-Sep-97
	 
	Schulmen, A., Inc.

	 	10-Feb-97
	 
	Shinsung Packard Co., Ltd. Kore
For Egypt

	 	12-Feb-98
	 
	Solid State Stampings

	 	Executed 31-Dec-90
	 
	Sumitomo Wiring

	 	31-May-91
	 
	Texas Instruments, Inc.

	 	29-Jan-90
	 
	Toyota Motor Corporation — NUMM

	 	1-Jun-94
	 
	Volvo Trucks North America, Inc.

	 	17-Jul-98
	 
	ZEM/FSO (Poland)

	 	7-Feb-92







 












 





Sheet 1




	 	 	 	 	 	 	 
	 	 	 	 	10/6/98	 	 
	 	 	 	 	D L ELLIS	 	 
	Ref.	 	 	 	Effective
	#	 	Company	 	Date
	 	1	 	 	DHB — Components Automotivos S.A.

	 	05AU98
	 	2	 	 	JKC Ltd.

	 	10SE97
	 	3	 	 	JKC Ltd.

	 	10SE97
	 	4	 	 	Delphi Saginaw NSK Co. Ltd.

	 	18MR97
	 	5	 	 	Daewoo Automotive Components Ltd.

	 	01OC96
	 	6	 	 	Daewoo Automotive Components Ltd.

	 	01OC96
	 	7	 	 	Saginaw Norinco Lingyun Drive Shaft Ltd.

	 	13NO95
	 	8	 	 	Saginaw — Zhijiang Xiao Shan Steering Gear, Ltd.

	 	22JN96
	 	9	 	 	China Aero Technology Import & Export Beijing Co. and
Yubel machine Factory

	 	02MR94
	 	10	 	 	Shanghai Saginaw Dongfeng Steering Gear Ltd.

	 	06JN96
	 	11	 	 	Shanghai Saginaw Dongfeng Steering Gear Ltd.

	 	06JN96
	 	12	 	 	Saginaw Norinco Lingyun Drive Shaft Ltd.

	 	06DE95
	 	13	 	 	Saginaw — Zhijiang Xiao Shan Steering Gear, Ltd.

	 	22JN96
	 	14	 	 	Koyo Seiko

	 	01SE95
	 	15	 	 	Sanyco Industry Co. Ltd.

	 	17SE96
	 	16	 	 	Sanyco Industry Co. Ltd.
	 	 
	 	17	 	 	DHMS (Daewoo Components)

	 	01AP87
	 	18	 	 	Daewoo Automotive Components Ltd.

	 	01JA93
	 	19	 	 	Compania Nacional De Direcciones Automotrices, S.A. DE
C.V. (Condasa)

	 	29OC86






Page 1




 









 








Sheet 2




	 	 	 	 	 	 	 
	 	 	 	 	10/6/98	 	 
	 	 	 	 	D L ELLIS	 	 
	Ref.	 	 	 	Effective
	#	 	Company	 	Date
	 	1	 	 	Sandia National Laboratories

	 	9/7/93
	 	2	 	 	Ohio State University

	 	8/1/94
	 	3	 	 	Pacific Northwest Laboratories
	 	 
	 	4	 	 	Martin Marietta Energy Systems, Inc.

	 	1/29/92
	 	5	 	 	National Center for Manufacturing Sciences

	 	1/1/92
	 	6	 	 	Thompson Ball Screw

	 	20JU98






Page 1




 









 





Sheet 3




	 	 	 	 	 	 	 	 	 
	 	 	 	 	10/6/98	 	 	 
	 	 	 	 	d ellis	 	 	 
	Ref.	 	 	 	 	Effective	 
	#	 	 	Company	 	Date
	 	1	 	 	Mecaplast
	 	 	 	 
	 	2	 	 	Univ of Texas
	 	 	 	 
	 	3	 	 	NCMS
	 	Jun-92
	 	4	 	 	NCMS
	 	Nov-92
	 	5	 	 	Industry Refractory
	 	Jan-92
	 	6	 	 	CONTECH
	 	Apr-98
	 	7	 	 	University of Glasgow
	 	15JN97

	 	8	 	 	Toyota
	 	Sep-97
	 	9	 	 	Delphi Auto.. Sys Private Limited with General Motors
	 	Dec-96
	 	10	 	 	Delphi Auto Sys Private Limited with General Motors
	 	Oct-96
	 	11	 	 	GM France with Saginaw Division
	 	Dec-92
	 	12	 	 	Saginaw Deutschland with Saginaw Division
	 	Apr-93
	 	13	 	 	Saginaw Deutschland with saginaw Division
	 	1-Dec-92
	 	14	 	 	Saginaw Deutschland with Saginaw Division
	 	1-Mar-93
	 	15	 	 	Gm with Delphi India on various products
	 	1-Jun-97
	 	16	 	 	GM and Delphi Shanghai
	 	1-Sep-97
	 	17	 	 	DOE CRADA
Batelle # 046
	 	1-Jun-94
	 	18	 	 	DOE CRADA Oak Ridge # 92-0076
	 	1-Mar-92
	 	19	 	 	Buckeye Custom Products
	 	1-Jan-89
	 	20	 	 	Magnetolastic Devices INC.
	 	Dec-92
	 
	 	 	 	 	various
	 	 	 	 







 











 





Schedule B — Delphi Copyright agreements




none identified




1









 





Schedule C — Shared agreements



Robert Bosch GmbH and Robert Bosch Corporation — April 1992 Technology Exchange/Development
Agreement



National Center for Manufacturing Sciences et al — 1992 Project Agreement 170-052-92031, as amended




2









 






Schedule D
— Sublicensed agreements



Automotive Polymer-Based Composites Joint Research and Development Partnership — 1988
Partnership Agreement



Crash Avoidance Metrics Partnership — November 1995 Partnership Agreement



Electrical Wiring Component Applications Partnership — April 1994 Partnership Agreement



Environmental Sciences Research and Development Partnership — 21 March 1991 Partnership Agreement



Low Emission Paint Research and Development Partnership — 9 February 1993 Partnership Agreement



Kelsey-Hayes Company -1 August 1987 4WAL Supply Agreement, as amended



Kelsey-Hayes Company — 1 August 1987 RWAL Supply Agreement, as amended


Lear Corporation — 31 August 1998 Intellectual Property License Agreement



Lemelson — 22 May 1998 Settlement Agreement



Lightsource Parent Corporation and PEP Guide, LLC — 30 October 1998 Intellectual
Property License Agreement



Low Emissions Technologies Research and Development Partnership — 8 June 1992 Partnership
Agreement, as amended



Midwest Research Institute — 30 September 1993 Definitized Subcontract No. ZCB-3-13032-01, as
amended



Natural Gas Vehicle Technology Partnership — Partnership Agreement



Sandia National Laboratory — Cooperative Research and Development Agreements 92/1133
and 96/1422



Shanghai General Motors Corporation Limited — 25 March 1997 Technology License Agreement



Supercomputer
Automotive Applications Partnership — 1993 Partnership Agreement




3









 






Schedule D
— Sublicensed agreements — continued



United States Advanced Battery Consortium — 30 January 1991 Partnership Agreement, as amended



United States Automotive Manufacturers Crash Test Dummy Consortium — 30 June 1992 Partnership
Agreement



United States Automotive Materials Partnership — 21 April 1993 Partnership Agreement



Vehicle Recycling Partnership — September 1991 Partnership Agreement





4












 






Master Restructuring Agreement




Exhibit 5.01(a)(x)

Intellectual Property License Agreement,

dated as of December 4, 1998, between DTI and GM




 









 






Exhibit G-2




4 December 1998




GM — DELPHI

INTELLECTUAL PROPERTY LICENSE AGREEMENT



This Intellectual Property License Agreement is between General Motors Corporation (“GM”) and
Delphi Technologies, Inc. (“Delphi”).



The parties enter this agreement to establish licenses in intellectual property owned by GM
prior to the separation of Delphi from GM.



Capitalized terms are defined in section 5.





	1 –	 	 Patents
	 
	 	 	The licenses granted in this section 1 are subject to the restrictions set forth in the
Technology Transfer Agreement executed herewith between the parties, and to rights
granted to others prior to the Effective Date, and are effective as of the Effective
Date.
	 
	1.1	 	Delphi patent license to GM






(a) Delphi hereby grants (and will cause Delphi Affiliates to grant) to GM
a non-exclusive, world-wide, irrevocable license (including the right to
grant sublicenses to GM Affiliates) under Delphi Patents to make, have made, use,
have used, offer to sell, sell and import products, processes and services.




(b) However, Delphi and Delphi Affiliates reserve the right to
collect reasonable royalties/damages from suppliers to GM and GM Affiliates
under Delphi Current Component Patents in those situations where:




          
- GM or a Designated GM Affiliate has not committed prior to
the Effective Date to a particular supplier for a product or process
covered by a Delphi Current Component Patent,





           - GM or a Designated GM Affiliate has not later entered a further
contract with that supplier for that product or a replacement for that product
covered by the same patent and not requiring substantial new tooling design,




          
- GM or a Designated GM Affiliate has not later entered a further
contract with that supplier for that process or a replacement of that process
covered by the same patent that does not incorporate any substantial change in
the process,



1









 







          - collection of such reasonable royalties/damages is not inconsistent with any
supply terms or conditions agreed to by GM or a Designated GM Affiliate and a supplier
prior to the Effective Date, and




          - GM and Delphi or the Delphi Business Sector have not otherwise agreed in any
prior or subsequent written agreements.




(c) Nothing in this clause 1.1 will preclude Delphi from collecting royalties from
Delphi Affiliates on sales under Delphi Patents to GM and GM Affiliates.




	1.2	 	GM patent license to Delphi






(a) GM hereby grants (and will cause GM Affiliates to grant) to Delphi a
non-exclusive, world-wide, irrevocable license (including the right to grant
sublicenses to Delphi Affiliates) under GM Patents to make, have made, use, have
used, offer to sell, sell and import products, processes and services.




(b) However, GM and GM Affiliates reserve the right to collect
reasonable royalties/damages from suppliers to Delphi and Delphi Affiliates under
GM Patents in those situations where:




           - the Delphi Business Sector has not committed prior to the Effective Date to a
particular supplier for a product or process covered by a GM Patent,




          - Delphi or a Designated Delphi Affiliate has not later entered a
further contract with that supplier for that product or a replacement for that
product covered by the same patent and not requiring substantial new tooling design,




           - Delphi or a Designated Delphi Affiliate has not later entered a
further contract with that supplier for that process or a replacement of that
process covered by the same patent that does not incorporate any substantial change in
the process,




          - collection of such reasonable royalties/damages is not inconsistent with any
supply terms or conditions agreed to by the Delphi Business Sector and a supplier
prior to the Effective Date, and




           - GM and Delphi or the Delphi Business Sector have not otherwise agreed in any
prior or subsequent written agreements.




	1.3	 	Additional licenses






(a) If Delphi is assigned an interest in a Patent pursuant to clause 1.4(a) of the
Intellectual Property Transfer Agreement executed herewith between the parties, Delphi will
grant to GM a non-exclusive, world-wide, fully paid, irrevocable



2









 







license (including the right to grant sublicenses to GM Affiliates) to make, have made,
use, have used, offer to sell, sell and import products, processes and services under the
Patent.




(b) If GM is assigned an interest of a Patent pursuant to clause 1.4(b) of the Intellectual Property Transfer Agreement executed herewith between the parties, GM will
grant to Delphi a non-exclusive, world-wide, fully paid, irrevocable license (including
the right to grant sublicenses to Delphi Affiliates) to make, have made, use, have used,
offer to sell, sell and import products, processes and services under the Patent.




	2 -	 	 Copyrights
	 
	 	 	The licenses granted in this section 2 are subject to the restrictions set forth in the
Technology Transfer Agreement executed herewith between the parties, and to rights granted
to others prior to the Effective Date, and are effective as of the Effective Date.
	 
	2.1	 	Delphi copyright license to GM
	 
	 	 	Delphi hereby grants (and will cause Delphi Affiliates to
grant) to GM a non-exclusive,
world-wide, irrevocable license (including the right to grant sublicenses to GM Affiliates)
under Delphi Copyrights and Delphi Affiliate Copyrights.
	 
	2.2	 	GM copyright license to Delphi
	 
	 	 	GM hereby grants (and will cause GM Affiliates to grant) to
Delphi a non-exclusive,
world-wide, irrevocable license (including the right to grant sublicenses to Delphi
Affiliates) under GM Copyrights and GM Affiliate Copyrights.
	 
	3 -	 	 Equal value
	 
	 	 	An independent accounting firm has concluded that the aggregate value of licenses granted
to Delphi by GM and GM Affiliates is approximately equal to the aggregate value of licenses
granted to GM by Delphi and Delphi Affiliates. Accordingly, no payment by either party to
the other is necessary to make such licenses of equal value, and all licenses granted in
this agreement are fully paid.
	 
	4 -	 	 Other provisions
	 
	4.1	 	Term
	 
	 	 	This agreement will remain in effect until all rights and obligations have expired.





3









 






	4.2	 	Notices
	 
	 	 	All notices or other communications relating to this agreement must be written, and will
be deemed to have been properly given when delivered in person, received by facsimile, or
delivered by registered or certified mail as shown by a return receipt. Such notices or
other communications must be addressed as follows:





	 	 	 	 	 
	 

	 	If to GM:
	 	General Motors Corporation 

Legal Staff 

P.O. Box 33114
	 

	 	 	 	Detroit MI 48232
	 
	 	 	 	 
	 

	 	 	 	Attention:     Patent Counsel
	 

	 	 	 	Facsimile:     313-974-1374
	 
	 	 	 	 
	 

	 	If to Delphi:
	 	Delphi Technologies, Inc. 

Legal Staff 

P.O. Box 33114


Detroit MI 48232
	 
	 	 	 	 
	 

	 	 	 	Attention:     Patent Counsel
	 

	 	 	 	Facsimile:      313-974-0593







	 	 	Either party may change its address by notice to the other.
	 
	4.3	 	Disputes
	 
	 	 	The parties will use all reasonable efforts to resolve any dispute arising from or in
connection with this agreement, and to that end will refer any such dispute to the GM and
Delphi Automotive Systems Corporation vice presidents responsible for engineering matters.
If a dispute is not resolved in that manner, then the dispute resolution provisions of the
Master Separation Agreement between GM and Delphi Automotive Systems Corporation will
apply.
	 
	4.4	 	Sublicenses
	 
	 	 	Either party may sublicense its rights under this agreement to the successors to the
portions of its business or its Affiliate’s business to which such rights relate, provided
such sublicense is limited to continuation of such portion of such business and does not
extend to other activities of the successor in interest or to new activities beyond the
scope of such portion of such business.





4









 







	5 -	 	 Definitions
	 
	 	 	“Control” of an organization means direct or indirect possession of the power to direct or
cause direction of the management of the policies of the organization, whether through the
ownership of voting securities, by contract or otherwise. “Controlling” and “Controlled”
have the corollary meanings ascribed thereto.
	 
	 	 	“Delphi Affiliate” means any organization directly or indirectly Controlling,
Controlled by, or under common Control with Delphi at any time.
	 
	 	 	“Delphi Affiliate Copyright” means a copyright or semiconductor chip mask work
right in which a Delphi Affiliate has an ownership interest immediately prior to the
Effective Date, but excluding Delphi Restricted Technology Copyrights.
	 
	 	 	“Delphi Affiliate Patent” means a Patent in which a Delphi Affiliate has an ownership
interest immediately prior to the Effective Date.
	 
	 	 	“Delphi Business Sector” means domestic and foreign operations of the Delphi Automotive
Systems business sector of GM, and its predecessor organizations. The Delphi Business Sector
is the predecessor to Delphi Automotive Systems Corporation and its subsidiaries.
	 
	 	 	“Delphi Copyright” means a copyright or semiconductor chip mask work right assigned to
Delphi pursuant to the Intellectual Property Transfer Agreement executed herewith between
the parties.
	 
	 	 	“Delphi Current Component Patent” means a Delphi Patent (a) primarily related to a component
made or sold by the Delphi Business Sector prior to the Effective Date, or (b) primarily
related to a component (i) involved immediately prior to the Effective Date in a Delphi
Business Sector development program set forth in the attached schedule A and (ii) not
involved in a GM development program immediately prior to the Effective Date that GM
continues (either alone or with a supplier other than Delphi or a Delphi Affiliate)
following the Effective Date.
	 
	 	 	“Delphi Patent” means a Patent assigned to Delphi pursuant to the Intellectual Property
Transfer Agreement executed herewith between the parties, or a Delphi Affiliate Patent, but
excluding Delphi Restricted Technology Patents.
	 
	 	 	“Delphi Restricted Technology Copyright” means a copyright or a semiconductor chip mask work
right assigned to Delphi pursuant to the Intellectual Property Transfer Agreement executed
herewith between the parties, and directed to a technology (i) subject to restriction and
(ii) in which Delphi or a Delphi Affiliate has an ownership interest, as provided in the
Technology Transfer Agreement executed herewith between the parties.




5









 







	 	 	“Delphi Restricted Technology Patent” means a Patent assigned to Delphi pursuant to the
Intellectual Property Transfer Agreement executed herewith between the parties, and directed to a
technology (i) subject to restriction and (ii) in which Delphi or a Delphi Affiliate has an
ownership interest, as provided in the Technology Transfer Agreement executed herewith between the
parties.
	 
	 	 	“Designated Delphi Affiliate” means a Delphi Affiliate designated by Delphi at any time.
	 
	 	 	“Designated GM Affiliate means a GM Affiliate designated by GM at any time.

	 
	 	 	
“Effective Date”
means 1 January 1999.
	 
	 	 	“GM Affiliate” means an organization directly or indirectly Controlled by GM at any time, but
excluding Delphi Automotive Systems Corporation and its subsidiaries.
	 
	 	 	“GM Affiliate Copyright” means a copyright or semiconductor chip mask work right in which a GM
Affiliate has an ownership interest immediately prior to the Effective Date, but excluding GM
Restricted Technology Copyrights.
	 
	 	 	“GM Affiliate Patent” means a Patent in which a GM Affiliate has an ownership interest
immediately prior to the Effective Date.
	 
	 	 	“GM Copyright” means a copyright or semiconductor chip mask work right in which GM has an ownership
interest immediately prior to the Effective Date and not assigned to Delphi pursuant to the
Intellectual Property Transfer Agreement executed herewith between the parties, but excluding GM
Restricted Technology Copyrights.
	 
	 	 	“GM Patent” means a Patent in which GM or Saturn has an ownership interest immediately prior to the
Effective Date and not assigned to Delphi pursuant to the Intellectual Property Transfer Agreement
executed herewith between the parties, or a GM Affiliate Patent, but excluding GM Restricted
Technology Patents.
	 
	 	 	“GM Restricted Technology Copyright” means a copyright or semiconductor chip mask work right
directed to a technology (i) subject to restriction and (ii) in which GM or a GM Affiliate retains
an ownership interest after the Effective Date, as provided in the Technology Transfer Agreement
executed herewith between the parties.
	 
	 	 	“GM Restricted Technology Patent” means a Patent directed to a technology (i) subject to
restriction and (ii) in which GM or a GM Affiliate retains an ownership




6









 







	 	 	interest after the Effective Date, as provided in the Technology Transfer
Agreement executed herewith between the parties.
	 
	 	 	“Patent” means a domestic or foreign patent, utility model or industrial design granted on
an invention conceived prior to the Effective Date; an application for a  patent, utility
model or industrial design on such an invention; the right to apply for a patent, utility
model or industrial design on such an invention; and any other intellectual property
rights in such an invention.
	 
	 	 	
“Saturn” means Saturn Corporation, a GM Affiliate.









     The parties have signed two copies of this agreement as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 	 	DELPHI TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Thomas J. Davis
	 	 	 	By
	 	/s/ Andrew Brown, Jr.	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name

	 	Thomas J. Davis
	 	 	 	Name
	 	Andrew Brown, Jr.	 	 
	Title

	 	Vice President and Group Executive	 	 	 	Title	 	President	 	 






7









 





Schedule A — Development Programs




the confidential Technology Database — 6 pages

provided to the GM Patent Counsel prior to the Effective Date

is incorporated by reference




8









 





Master Restructuring Agreement




Exhibit 5.01(a)(xi)

Intellectual Property Transfer Agreement dated as of December 4, 1998

between DTI and GM




 









 





Exhibit G-3




4 December 1998




GM — DELPHI

INTELLECTUAL PROPERTY TRANSFER AGREEMENT



This Intellectual Property Transfer Agreement is between General Motors Corporation (“GM”) and
Delphi Technologies, Inc. (“Delphi”).



The parties enter this agreement to transfer certain intellectual property from GM
to Delphi in connection with the separation of Delphi from GM.




Capitalized terms are defined in section 3.





	1 -	 	 Patents, copyrights
	 
	1.1	 	Assignment of Patents to Delphi






(a) GM hereby assigns (and will cause Saturn to assign) their interest in
the Delphi Patents to Delphi, together with the right to sue for past
infringement. Such assignment is subject to the rights of joint owners, and to
rights granted to others prior to the Effective Date, and is effective on the
Effective Date. Delphi will be responsible for recording such assignment to the
extent required by local law; the costs of recording will be considered a Project
Oracle expense.




(b) Schedule A lists US Patents assigned pursuant to clause 1.1(a).
The parties recognize schedule A may not be a complete list of such US
Patents. Foreign Patents corresponding to the US Patents listed in
schedule A are also assigned pursuant to clause 1.1(a).




(c) If the parties discover that any Patent assigned to Delphi hereunder is not
a Delphi Patent, Delphi will reassign such Patent and the corresponding
foreign Patents to GM or Saturn. If the parties discover that any Delphi Patent
is not included on schedule A, they will amend schedule A to include that Patent.




(d) GM hereby assigns to Delphi a joint ownership interest in the Patents listed
in schedule B, and in the corresponding foreign Patents, including the right to
sue for past infringement. Such assignment is subject to the rights of
joint owners, and to rights granted to others prior to the Effective Date, and is
effective on the Effective Date. Delphi will be responsible for recording such
assignments to the extent required by local law; the costs of recording will be
considered a Project Oracle expense. GM and Delphi will bear equal shares of all
fees associated with prosecution and maintenance of the Patents listed in
schedule B. GM will retain responsibility for prosecution and maintenance of the
Patents listed in schedule B, subject to the provisions of clause 1.4 of this
agreement, and will invoice Delphi for its share of the fees.



1









 






(e) In those situations where a Patent is owned jointly by GM or a GM Affiliate on
the one part and Delphi or a Delphi Affiliate on the other part — at any time after the
Effective Date — then each joint owner may exercise all incidents of ownership in such
Patent without consulting with or accounting to the other. However, GM and GM Affiliates
may not license any such Patent to a Delphi Affiliate, and Delphi and Delphi Affiliates may
not license any such Patent to a GM Affiliate. The parties may vary the terms of this
clause 1.1(e) by written agreement at any time, either with respect to a particular Patent
or with respect to all such Patents.




	1.2	 	Assignment of copyrights to Delphi






(a) GM hereby assigns its interest in the Delphi Copyrights to Delphi, together with
the right to sue for past infringement. Such assignment is subject to the rights of
joint owners, and to rights granted to others prior to the Effective Date, and is
effective on the Effective Date. Delphi will be responsible for recording such
assignment to the extent required by local law, the costs of recording will be
considered a Project Oracle expense.




(b) Schedule C lists copyright registrations assigned pursuant to clause 1.2(a). The
parties recognize schedule C may not be a complete list of Delphi
Copyright registrations.




(c) If the parties discover that any copyright assigned pursuant to clause 1.2(a) is
not a Delphi Copyright, Delphi will reassign such copyright to GM. If the parties
discover that any Delphi Copyright is not included on schedule C, they will amend
schedule C to include that Delphi Copyright.




	1.3	 	Cooperation in securing and enforcing IP rights
	 
	 	 	The parties will cooperate with each other in a reasonable manner to secure and enforce
intellectual property rights, including (without limitation) executing any lawful papers
that a party considers helpful to secure and enforce such rights.






	1.4	 	Maintenance of patents






(a) If GM or Saturn elects to allow any patent or patent application filed prior to
the Effective Date to lapse or become abandoned, GM will notify (or cause Saturn to notify)
Delphi of its intention to do so at least 60 days prior to the date on which the patent is
due to lapse or become abandoned, but GM and Saturn will have no liability to Delphi if it
fails to do so. Delphi may then assume control of such patent at its own expense by
providing written notice to such effect at least 30 days prior to the date the patent
lapses or becomes abandoned. Upon receiving such notice, GM will assign (or cause Saturn to
assign) its interest in the patent to Delphi, together with the right to sue for past
infringement. Such assignment will




2











 






	 	 	be subject to the rights of joint owners, and to rights granted to others prior to the
assignment.
	 
	 	 	(b)     If Delphi elects to allow any patent or patent application filed prior to the
Effective Date and transferred under this agreement to lapse or become abandoned, Delphi
will notify GM of its intention to do so at least 60 days prior to the date on which the
patent is due to lapse or become abandoned, but Delphi will have no liability to GM if it
fails to do so. GM may then assume control of such patent at its own expense by providing
written notice to such effect at least 30 days prior to the date
the patent lapses or
becomes abandoned. Upon receiving such notice, Delphi will assign its interest in the
patent to GM, together with the right to sue for past infringement. Such assignment will be
subject to the rights of joint owners, and to rights granted to others prior to the
assignment.
	 
	2-	 	Other provisions
	 
	2.1	 	Term
	 
	 	 	This agreement will remain in effect until all rights and obligations have expired.
	 
	2.2	 	Notices
	 
	 	 	All notices or other communications relating to this agreement must be written, and
will be deemed to have been properly given when delivered in person, received by
facsimile, or delivered by registered or certified mail as shown by a return receipt.
Such notices or other communications must be addressed as follows:





	 	 	 	 
	 	  If to GM:
	 	General Motors Corporation
	 	 	 	Legal Staff
	 	 	 	P.O. Box 33114
	 	 	 	Detroit MI 48232
	 	 	 	 
	 	 	 	Attention:      Patent Counsel
	 	 	 	Facsimile:      313-974-1374
	 	 	 	 
	 	  If to Delphi:
	 	Delphi Technologies, Inc.
	 	 	 	Legal Staff 

P.O. Box 33114
	 	 	 	Detroit MI 48232
	 	 	 	 
	 	 	 	Attention:      Patent Counsel

Facsimile:      313-974-0593
	 	 	 	 
	 	  Either party may change its address by notice to the other.







3









 









	2.3	 	Disputes
	 
	 	 	The parties will use all reasonable efforts to resolve any dispute arising from or in
connection with this agreement, and to that end will refer any such dispute to the GM and
Delphi Automotive Systems Corporation vice presidents responsible for engineering matters.
If a dispute is not resolved in that manner, then the dispute resolution provisions of the
Master Separation Agreement between GM and Delphi Automotive Systems Corporation will
apply.
	 
	3-	 	Definitions
	 
	 	 	“Control” of an organization means direct or indirect possession of the power to direct or
cause direction of the management of the policies of the organization, whether through the
ownership of voting securities, by contract or otherwise. “Controlling” and “Controlled”
have the corollary meanings ascribed thereto.
	 
	 	 	“Delphi Additional Component Patent” means a Patent, other than a Delphi Algorithm Patent
or a Delphi Current Component Patent, which the parties agree has highest value to Delphi,
and in which GM or Saturn has an ownership interest immediately prior to the Effective
Date.
	 
	 	 	“Delphi Affiliate” means an organization directly or indirectly Controlling,
Controlled by, or under common Control with Delphi at any time.
	 
	 	 	“Delphi Algorithm Patent” means a Patent directed to an algorithm invented or maintained by
the Delphi Business Sector, and in which GM or Saturn has an ownership interest immediately
prior to the Effective Date.
	 
	 	 	“Delphi Business Sector” means domestic and foreign operations of the Delphi Automotive
Systems business sector of GM, and its predecessor organizations. The Delphi Business
Sector is the predecessor of Delphi Automotive Systems Corporation and its subsidiaries.
	 
	 	 	“Delphi Current Component Patent” means a Patent primarily related to components made or
sold by the Delphi Business Sector prior to the Effective Date, and in which GM or Saturn
has an ownership interest immediately prior to the Effective Date.
	 
	 	 	“Delphi Copyright” means a copyright or semiconductor chip mask work right in material
created by the Delphi Business Sector prior to the Effective Date, and in which GM has an
ownership interest immediately prior to the Effective Date, but excluding GM Restricted
Technology Copyrights.
	 
	 	 	“Delphi Patents” means Delphi Current Component Patents, Delphi Additional Component Patents
and Delphi Algorithm Patents, but excluding GM Restricted Technology Patents.




4









 












	 	 	“Effective Date” means 1 January 1999.
	 
	 	 	“GM Affiliate” means an organization directly or indirectly Controlled by GM at any time,
but excluding Delphi Automotive Systems Corporation and its subsidiaries.
	 
	 	 	“GM Restricted Technology Copyright” means a copyright or semiconductor chip mask work
right directed to a technology (i) subject to restriction and (ii) in which GM or a GM
Affiliate retains an ownership interest after the Effective Date, as provided in the
Technology Transfer Agreement executed herewith between the parties.
	 
	 	 	“GM Restricted Technology Patent” means a Patent directed to a technology (i) subject to
restriction and (ii) in which GM or a GM Affiliate retains an ownership interest after the
Effective Date, as provided in the Technology Transfer Agreement executed herewith between
the parties.
	 
	 	 	“Patent” means a domestic or foreign patent, utility model or industrial design granted on
an invention conceived prior to the Effective Date; an application for a patent, utility
model or industrial design on such an invention; the right to apply for a patent, utility
model or industrial design on such an invention; and any other intellectual property
rights in such an invention.
	 
	 	 	“Saturn” means Saturn Corporation, a GM subsidiary.




The parties have signed two copies of this agreement as of the Effective Date.




	 	 	 	 	 	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 	 	DELPHI TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Thomas J. Davis
	 	 	 	By
	 	/s/ Andrew Brown, Jr.
	 

	 
	 	 	 	 	 
	Name

	 	Thomas J. Davis
	 	 	 	Name
	 	Andrew Brown, Jr.
	Title

	 	Vice President and Group Executive	 	 	 	Title	 	President







5









 








Schedules



A        Delphi Patents




          Al      Patents in force — GM owns entire interest & assigns to Delphi




          A2      Pending applications — GM owns entire interest & assigns to Delphi




          A3      Active invention files — GM owns entire interest & assigns to Delphi




          A4      Patents in force — Saturn owns entire interest & assigns to Delphi




          A5      Pending applications — Saturn owns entire interest & assigns to Delphi




          A6      Active invention files — Saturn owns entire interest & assigns to Delphi




          A7      Patents in force — GM owns partial interest & assigns to Delphi




          A8      Pending applications — GM owns partial interest & assigns to Delphi




          A9      Active invention files — GM owns partial interest & assigns to Delphi



B       Joint Patents




          B1      Patents in force




          B2      Pending applications




          B3      Active invention files




C        Delphi Copyright Registrations





6









 








Master Restructuring Agreement




Exhibit 5.01(a)(xii)

GM-Delphi Technology Transfer Agreement

between Delphi Technologies, Inc. and GM, dated December 4, 1998





 









 








Exhibit G-5




4 December 1998




GM—DELPHI

TECHNOLOGY TRANSFER AGREEMENT



This Technology Transfer Agreement is between General Motors Corporation (“GM”) and Delphi
Technologies, Inc. (“Delphi”).



The parties enter this agreement to establish rights in Technology owned by GM prior to the
separation of Delphi from GM.



Capitalized terms are defined in section 4.





	1-	 	Assignment of Technology to Delphi
	 
	1.1	 	GM hereby assigns to Delphi its interest in the Delphi Technology, together with the
right to sue for past misappropriation. Such assignment is subject to the rights of
joint owners, and to rights granted to others prior to the Effective Date, and is
effective on the Effective Date.
	 
	1.2	 	GM hereby assigns to Delphi a joint ownership interest in the Common Technology,
including the right to sue for past misappropriation. Such assignment is subject to the
rights of joint owners, and to rights granted to others prior to the Effective Date, and
is effective on the Effective Date. By this assignment, the parties intend to establish
a tenancy-in-common with respect to the Common Technology. Each party may exercise all
incidents of ownership in the Common Technology without consulting with or accounting to
the other, and accordingly may use and authorize others to use all Common Technology to
make and sell products and provide services to others, except as set forth in this
agreement. However, GM and GM Affiliates may not license Common Technology to Delphi
Affiliates, and Delphi and Delphi Affiliates may not license Common Technology to GM
Affiliates. The right to use Common Technology also is subject to the rights reserved in
the Intellectual Property License Agreement executed herewith between the parties, and
to rights granted to others prior to the Effective Date.
	 
	1.3	 	GM further assigns to Delphi its interest in the Technology identified in clause 2 of
this agreement as owned solely by Delphi, and a joint ownership interest in the
Technology identified in clause 2 of this agreement as owned by both Delphi and GM. Such
assignment is subject to the rights of joint owners, and to rights granted to others
prior to the Effective Date, and is effective on the Effective Date.




1









 












	2-	 	Restricted Technologies
	 
	2.1	 	Vehicle information management relationship
	 
	 	 	Schedule A reproduces the terms established for the parties’ relationship relating to
certain vehicle information management technology. Those terms will continue in effect as
stated.
	 
	2.2	 	Algorithm relationships
	 
	 	 	(a)     Schedules B through I list algorithms for which disclosure or use of the related
technology by GM or Delphi may be restricted.
	 
	 	 	(b)     For each item in schedules B through I, the word “own” or “owns” identifies the party
which owns all intellectual property rights and interests in the item.
	 
	 	 	(c)     For product technologies in schedules B through I (in each case, subject to the
provisions of clause 2.2(e)):






     - the letter U under Delphi associated with a product technology means Delphi may use,
modify and disclose the technology without restriction.




     - the letter U under GM associated with a product technology means GM may use, modify
and disclose the technology without restriction.




     - the letter R under Delphi associated with a product technology means Delphi and Delphi
Affiliates may not disclose the technology, or supply products based on the technology, to
anyone other than GM and Designated GM Affiliates.




     - the letter R under GM associated with a product technology means GM may use and modify
(and authorize GM Affiliates to use and modify) the technology but may not disclose the
technology to anyone other than Delphi and Designated Delphi Affiliates.




	 	 	   (d)     For development tools in schedules B through I (in each case, subject to the provisions of clause 2.2(e)):






     - the letter U under Delphi associated with a development tool means Delphi may
use, modify and disclose the tool without restriction.




     - the letter U under GM associated with a development tool means GM may use, modify and
disclose the tool without restriction.



2









 






     - the letter R under Delphi associated with a development tool means Delphi may use and modify
(and authorize Delphi Affiliates to use and modify) the tool to develop products for other
customers, but may not disclose the tool to those customers or anyone else.




     - the letter R under GM associated with a development tool means GM may use and modify (and
authorize GM Affiliates to use and modify) the tool but may not disclose the tool to anyone.




	 	 	(e)     Schedules B through I indicate some items for which GM and the Delphi Business Sector have
agreed on variations from or additions to the foregoing restrictions. Schedule J reproduces terms
established for the relationship between GM and the Delphi Business Sector relating to certain
powertrain matters, and may include variations from or additions to the foregoing restrictions.
Other prior agreements between GM and the Delphi Business Sector also may vary or supplement the
foregoing restrictions. The variations and additions indicated in schedules B through J or other
such prior agreements override the restrictions set forth in clauses 2.2(c) and (d).
	 
	 	 	(f)     Schedules B through I indicate a few items for which the parties have agreed on a limited
period during which Delphi and Delphi Affiliates may not sell
products based on the related technology to others. In addition, Quadrasteer will be subject
to the agreement (if any) resulting from current negotiations between the Delphi Business
Sector and GM Truck Group, the magneto-rheological fluid controlled damper will be subject to
the agreement (if any) resulting from current negotiations between the Delphi Business Sector
and Adam Opel AG (a GM Affiliate), and the Low Cost Telematics, Galileo Dry Interface Brake,
and TraXXar with Slide Slip Control will be subject to the agreements (if any) resulting from
current discussions between the Delphi Business Sector and other GM business sectors. The
terms of the agreements referenced in this section (f) will remain in effect only for the
agreed period.
	 
	 	 	(g)     For any item in schedules B through J covered by a patent, the restrictions
will remain in effect only for the term of the patent. For any item in schedules B
through J not covered by a patent, the restrictions will remain in effect only until
the related technology becomes known to the public other than through a
wrongful act by the party so restricted, or becomes lawfully available from
another source, or is independently developed by the party so restricted; or until
both parties agree in writing that the restrictions no longer apply. (If the terms of
an agreement reproduced in schedule J differ from this clause 2.2(g), the terms of
that agreement override the provisions of this clause 2.2(g) for purposes of that
agreement.)
	 
	 	 	(h)     Schedules B through I apply only to versions of the indicated algorithm technology
created prior to the Effective Date. Transfers (if any) of algorithm




3









 






	 	 	technology created after the Effective Date will be subject to the terms of the agreements
(if any) relating to such transfers.
	 
	 	 	(i)     The parties may vary the terms of this clause 2.2 by written agreement at any
time in the future, either with respect to Technology on a particular item or with respect
to all Technology.
	 
	 	 	(j)     The parties believe GM and GM’s Affiliates and the Delphi Business Sector are in
full compliance with the restrictions set forth in this clause 2.2, and will interpret this
clause 2.2 in accordance with that belief.






	2.3	 	Fuel cell relationship
	 
	 	 	Schedule K reproduces the terms established for the parties’ relationship relating to
certain fuel cell technology. Those terms will continue in effect as stated.
	 
	2.4	 	Licensed software tools
	 
	 	 	Schedule L identifies certain software tools licensed by the Delphi Business Sector to GM
and/or GM Affiliates. GM may disclose and use such tools only to the extent provided in
such license arrangements.
	 
	3-	 	Other provisions
	 
	3.1	 	Access to drawings
	 
	 	 	(a)     The parties will cooperate to create, maintain, update, and share technical
information, such as component detail drawings, specifications and math geometry, models
and data, about products supplied to GM by the Delphi Business Sector prior to the
Effective Date and their manufacture and related information, as needed for litigation and
regulatory purposes and engineering reference, and in compliance with GM’s drafting and
math standards.
	 
	 	 	(b)     Delphi will provide GM with access to test lists and test standards applicable to a
component supplied to GM by the Delphi Business Sector prior to the Effective Date if a
Delphi Affiliate sells the business relating to that component.
	 
	 	 	(c)     Delphi owns or is responsible for several tests (MTL) and test standards (GMUTS).
Delphi will review these test procedures to identify and remove Delphi proprietary design
information, will rewrite these procedures as GM generic documents that GM can utilize to
execute its business, and will provide the rewritten procedures to GM. These will become GM
domain. (This includes any proving grounds driving and test schedules, but does not pertain
to non-MTL Delphi component lab test procedures.)





4









 






	3.2	 	Indemnity for use of Technology
	 
	 	 	(a)     Neither party makes any representation or warranty of any kind whatsoever regarding
rights or interests in Technology transferred or provided under this agreement and, unless
otherwise expressly provided herein, the party transferring or providing such rights or
interests disclaims all warranties either express or implied, including warranties of
fitness for a particular purpose or of merchantability regarding such Technology and such
rights and interests.
	 
	 	 	(b)     GM will defend (or cause a GM Affiliate to defend) any suit or other claim against
Delphi or a Delphi Affiliate based on use — by GM, a GM Affiliate or a GM licensee other
than Delphi and Delphi Affiliates (but excluding use by the Delphi Business Sector) — of
any rights or interests in Technology transferred or provided under this agreement. In any
such suit, GM will hold (or cause the Designated GM Affiliate to hold) Delphi or the Delphi
Affiliate harmless against any money damages or costs awarded in such suit including
reasonable attorney’s fees. GM or the GM Affiliate will have full control of the defense of
any such action through counsel of its own selection, and may settle any such action at its
own expense.
	 
	 	 	(c)     Delphi will defend (or cause a Delphi Affiliate to defend) any suit or other claim
against GM or a GM Affiliate based on use — by Delphi, the Delphi Business Sector, a Delphi
Affiliate or a Delphi licensee other than GM and GM Affiliates- of any rights or interests
in Technology transferred or provided under this agreement. In any such suit, Delphi will
hold (or cause the Designated Delphi Affiliate to hold) GM or the GM Affiliate harmless
against any money damages or costs awarded in such suit including reasonable attorney’s
fees. Delphi or the Delphi Affiliate will have full control of the defense of any such
action through counsel of its own selection, and may settle any such action at its own
expense.
	 
	 	 	(d)     The provisions of this clause 3.2 are intended as general in nature, and are superseded
by any applicable provisions of any other prior or subsequent agreement between the parties
or their Affiliates — such as, for example, warranty provisions or other terms and
conditions of a purchase order or other agreement by which GM purchases products from a
Delphi Affiliate.






	3.3	 	Intellectual Property Infringement Indemnity
	 
	 	 	(a)     Unless otherwise specifically provided in a separate written agreement between
the parties, and to the extent not otherwise addressed by the Supply Agreement executed
herewith between GM and Delphi Automotive Systems LLC, Delphi agrees to defend (or to cause
a Delphi Affiliate to defend) any suit or other claim or any threat thereof against GM, GM
Affiliates, and GM customers arising out of any actual or alleged direct or contributory
infringement of, or




5









 






	 	 	inducement to infringe, any United States or foreign patent, trademark, copyright or mask
work right by reason of the manufacture, use or sale of products or services purchased by
GM or others from the Delphi Business Sector under agreements, projects, or ventures
entered into prior to the Effective Date, including but not limited to those suits and
claims listed in schedule M, and including infringement arising out of compliance with
specifications furnished by GM or the GM Affiliate, or for actual or alleged misuse or
misappropriation of a trade secret resulting directly or indirectly from the Delphi
Business Sector’s actions. In any such suit, claim, or action, or in response to any threat
thereof Delphi agrees to hold (or to cause a Delphi Affiliate to hold) GM, GM Affiliates,
and GM customers harmless against any money damages or costs awarded or incurred thereby
including reasonable attorney’s fees. Delphi or a Delphi Affiliate will have full control
of the defense of any such action through counsel of its own selection, and may settle any
such action at its own expense. However, GM and GM Affiliates reserve the right, at their
sole option and expense, to participate in any such action or any portion thereof, and to
conduct its own defense with counsel of its own selection. Such participation in no way
alters or reduces the obligations of Delphi and Delphi Affiliates under this paragraph.
	 
	 	 	(b)     Delphi agrees to waive (and to cause Delphi Affiliates to waive) any claim
against GM or a GM Affiliate under the Uniform Commercial Code or otherwise, including any
hold harmless or similar claim, in any way related to a claim, action, or threat asserted
against Delphi or a Delphi Affiliate or GM or a GM Affiliate for patent, trademark,
copyright or mask work right infringement or the like by reason of the manufacture, use or
sale of products or services purchased from the Delphi Business Sector under agreements,
projects, or ventures entered into prior to the Effective Date, including claims arising
out of compliance with specifications furnished by GM or a GM Affiliate.






	3.4	 	Protection of Technology
	 
	 	 	GM will protect (and cause GM Affiliates to protect) documents and other material
containing proprietary Common Technology against disclosure to others with the same care GM
uses to protect its own documents and other material of a similar nature. However, neither
GM nor GM Affiliates will be liable to Delphi or Delphi Affiliates in any manner for any
disclosure that may occur, even if such disclosure occurs because of a failure to provide
such protection.
	 
	 	 	Delphi will protect (and cause Delphi Affiliates to protect) documents and other material
containing proprietary Common Technology against disclosure to others with the same care
Delphi uses to protect its own documents and other material of a similar nature. However,
neither Delphi nor Delphi Affiliates will be liable to GM or GM Affiliates in any manner
for any disclosure that may occur, even if such disclosure occurs because of a failure to
provide such protection.






6









 









	3.5	 	Term
	 
	 	 	This agreement will remain in effect until all rights and obligations have expired.
	 
	3.6	 	Notices
	 
	 	 	All notices or other communications relating to this agreement must be written, and will be
deemed to have been properly given when delivered in person, received by facsimile, or
delivered by registered or certified mail as shown by a return receipt. Such notices or
other communications must be addressed as follows:





	 	 	 	 
	 	If to GM:
	 	General Motors Corporation
	 	 	 	Legal Staff
	 	 	 	P.O. Box 33114
	 	 	 	Detroit MI 48232
	 	 	 	 
	 	 	 	Attention:      Patent Counsel
	 	 	 	Facsimile:      313-974-1374
	 	 	 	 
	 	If to Delphi:
	 	Delphi Technologies, Inc.
	 	 	 	Legal Staff 
P.O. Box 33114
	 	 	 	Detroit MI 48232
	 	 	 	 
	 	 	 	Attention:      Patent Counsel

Facsimile:      313-974-0593
	 	 	 	 
	 	Either party may change its address by notice to the other.







	3.7	 	Disputes
	 
	 	 	The parties will use all reasonable efforts to resolve any dispute arising from or in
connection with this agreement, and to that end will refer any such dispute to the GM and
Delphi Automotive Systems Corporation vice presidents responsible for engineering matters.
If a dispute is not resolved in that manner, then the dispute resolution provisions of the
Master Separation Agreement between GM and Delphi Automotive Systems Corporation will
apply.
	 
	3.8	 	Sublicenses
	 
	 	 	Either party may sublicense its rights under this agreement to the successors to the
portions of its business or its Affiliate’s business to which such rights relate, provided
such sublicense is limited to continuation of such portion of such




7









 






	 	 	business and does not extend to other activities of the successor in interest or to new
activities beyond the scope of such portion of such business.
	 
	4-	 	Definitions
	 
	 	 	“Common Technology” means Technology developed or acquired from others and used, prior to
the Effective Date, by both the Delphi Business Sector and one or more other GM business
sectors to provide products or services, and in which GM or Saturn has an ownership
interest immediately prior to the Effective Date. However, Common Technology does not
include any Patent, copyright, or semiconductor chip mask work right licensed under the
Intellectual Property License Agreement executed herewith between the parties or any
technology identified in this Agreement as (i) subject to restriction under clause 2 and
(ii) owned only by GM or only by Delphi.
	 
	 	 	“Control” of an organization means direct or indirect possession of the power to direct or
cause direction of the management of the policies of the organization, whether through the
ownership of voting securities, by contract or otherwise. “Controlling” and “Controlled”
have the corollary meanings ascribed thereto.
	 
	 	 	“Delphi Affiliate” means an organization directly or indirectly Controlling, Controlled by,
or under common Control with Delphi at any time, but excluding GM and GM Affiliates.
	 
	 	 	“Delphi Business Sector” means domestic and foreign operations of the Delphi Automotive
Systems business sector of GM, and its predecessor organizations. The Delphi Business
Sector is the predecessor or Delphi Automotive Systems Corporation and its subsidiaries.
	 
	 	 	“Delphi Technology” means Technology developed or acquired from third parties prior to the
Effective Date by the Delphi Business Sector, and not in the possession of another GM
business sector, and in which GM has an ownership interest immediately prior to the
Effective Date. However, Delphi Technology does not include any technology subject to
restriction under section 2 of this agreement.
	 
	 	 	“Designated Delphi Affiliate” means a Delphi Affiliate designated by Delphi at any time.
	 
	 	 	“Designated GM Affiliate” means a GM Affiliate designated by GM at any time.
	 
	 	 	“Effective Date” means 1 January 1999.




8









 






	 	 	“GM Affiliate” means an organization directly or indirectly Controlled by GM at any time,
but excluding Delphi Automotive Systems Corporation and its subsidiaries.
	 
	 	 	“Patent” means a domestic or foreign patent, utility model or industrial design granted on
an invention conceived prior to the Effective Date; an application for a patent, utility
model or industrial design on such an invention; the right to apply for a patent, utility
model or industrial design on such an invention; and any other intellectual property
rights in such an invention.
	 
	 	 	“Technology” refers to technical information of every kind and nature, including trade
secrets and other proprietary and confidential technical information, know-how, methods,
practices, procedures, processes, and formulas with respect to the engineering, design,
development, manufacture, assembly and servicing of products, and encompassing (but not
limited to) the information included in the documents and other materials listed in
schedule N.





The parties have signed two copies of this agreement as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 	 	DELPHI TECHNOLOGIES, INC.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Thomas J. Davis
	 	 	 	By
	 	/s/ Andrew Brown, Jr.
	 

	 	 
	 	 	 	 	 	 
	Name

	 	Thomas J. Davis
	 	 	 	Name
	 	Andrew Brown, Jr.
	Title
	 	Vice President and Group Executive	 	 	 	Title	 	President







9









 








Schedules

A     Vehicle information management relationship

B     Vehicle information management

C     Powertrain algorithms

D     Vehicle control — chassis systems

E     Vehicle control — steering systems

F     Collision avoidance

G     Integrated body

H     Body computer algorithms

I      SIR algorithms

J      Communications between GM and Delphi Business Sector personnel

K     Fuel cell relationship

L     Licensed software tools

M    Infringement suits and claims

N     Engineering documents





10











 





Schedule A — Vehicle Information Management Relationship




3/17/97
Statement on Exclusivity and Public Announcements




(2
pages attached)




 









 





3/17/97




Statement on Exclusivity and Public Announcements



Delco and
Motorola both individually and together desire that their principal relationship with GM
ONSTAR be as a supplier and not as a competitor. While Delco and Motorola each possess distinctive
skills, technologies and hardware capabilities they together make up
a team called “MoDel”,
Motorola, Delco and MoDel’s objective is to provide hardware to ONSTAR for use in the 1999 Model
year for use in GM vehicles using world class competitive technologies. It is not the intention of
Motorola, Delco and/or MoDel to compete with the ONSTAR system in the marketplace. Similarly, it is
not the intention of ONSTAR to restrict the ability of Delco and Motorola to support existing
customers or sell or integrate  hardware for inclusion in a Vehicle Communication Platform (VCP)
except as provided herein. As such Delco, Motorola and MoDel agree to the following:




               — to offer ONSTAR first access and limited exclusivity to new technology solely for the
inclusion in the VCP for the ONSTAR system.



               — not to jeopardize their customer/supplier relationship with ONSTAR by discussing ONSTAR
product roll-out plans with other customers.



               — not to engage in any publicity or advertising relating to ONSTAR or their relationship with
it without the approval of ONSTAR.



               — not to provide ONSTAR type systems for use with VCP type applications either directly or
indirectly. ONSTAR type systems refer to either/or call centers or
new technologies that are the
subject of this agreement.



          To facilitate these objectives a Technology Review Committee ( TRC ) will be formed and will
be comprised of senior managers of ONSTAR, Delco and Motorola. The Delco and Motorola members of
the TRC will meet with ONSTAR either together as MoDel and/or separately as appropriate no less
than once every six months to discuss the business relationship and to present new or new
applications of existing technologies (New Technologies ) to ONSTAR for possible inclusion in the
VCP that will be deemed exclusive. Delco, Motorola and MoDel agree that the following individual
will represent their organizations on the TRC:




	 	 	 	 	 
	 

	 	ONSTAR	 	Chet Huber
	 

	 	Delco
	 	Michael Burns
	 

	 	Motorola
	 	Dave Melka





Each TRC member will be allowed to bring an appropriate number of support personnel to the Council
meetings. The TRC shall consider and be guided by the following:





	1.	 	The TRC and/or Delco, Motorola and MoDel will review New Technologies and identify those
which are applicable to the VCP. Delco, Motorola and MoDel agree not to withhold New
Technologies from ONSTAR that are applicable to the VCP and to offer New Technologies to
ONSTAR with sufficient lead time to allow for vehicle validation for an identified target
model year introduction.
	 
	2.	 	If ONSTAR decides not to adopt any of the New Technologies or does not introduce them in the
target model year then they will be deemed to be non-exclusive.




 









 






	3.	 	Those New Technologies and/ or their unique application to a
VCP that are designated for ONSTAR
exclusivity will not be sold in a VCP type product for at least 12 months after the targeted
introduction date.
	 
	4.	 	New  Technologies jointly developed by ONSTAR, Delco, Motorola or MoDel will be
jointly owned by General Motors, Delco and Motorola. Jointly owned New Technologies will be
accorded ONSTAR exclusivity and will not be sold in a VCP type product for at least 24 months
after the target introduction date.
	 
	5.	 	If ONSTAR decides not to adopt jointly owned New Technologies and/or introduce them in the
target model year then they will be deemed to be non-exclusive.
	 
	6.	 	Exclusivity for New Technology will end when the TRC concludes that the New Technology is
commercially available in the market  for VCPs.





/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]

/s/ [ILLEGIBLE]







 









 








Schedule B
— Vehicle Information Management




Usage authority definition





	 	•	 	R — identifies the need to get approval from the other party (GM or Delphi) when applying a
feature with a third party. Third party will mean either customer or supplier.
	 
	 	•	 	U — unrestricted usage authority with regard to aforementioned third party.





Vehicle Information Management (OnStar) Usage and Ownership




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
		 	R=Restricted	 	R=Restricted
	 	 	 	 	 
	System Description

	 	
	 	
	 
	Airlink

	 	R
	 	R
	 
	 	 	 	 
	Tools, Vehicle Simulator

	 	U
	 	R
	 

	 	Owns	 	 
	 
	 	 	 	 
	DSP, IHF	 	Purchased from third party

	 
	 	 	 	 
	DSP, Vocoder

	 	U
	 	R
	 

	 	Owns	 	 
	 
	 	 	 	 
	DSP, Voice Rec. Tree

	 	R
	 	U
	 

	 	 	 	Owns
	 
	 	 	 	 
	DSP, SVD (Bell 103 Notched)

	 	R
	 	R
	 

	 	Own
	 	Own
	 
	 	 	 	 
	Voice Templates

	 	R
	 	U
	 

	 	 	 	Owns
	 
	 	 	 	 
	POI Download

	 	R
	 	U
	 

	 	 	 	Owns
	 
	 	 	 	 
	RF Switch

	 	R
	 	U
	 

	 	 	 	Owns
	 
	 	 	 	 
	GPS	 	Purchased from third party

	 
	 	 	 	 
	Tools, Call Center Simulator

	 	U
	 	R
	 

	 	Owns	 	 
	 
	 	 	 	 
	DSP, Memo Record (Segmentation & Partitioning)

	 	R
	 	U
	 

	 	 	 	Owns
	 
	 	 	 	 
	Onboard Black Box Data Format

	 	R
	 	U
	 

	 	 	 	Owns
	 
	 	 	 	 
	Embedded Phone Interface

	 	U
	 	R
	 

	 	Owns	 	 
	 
	 	 	 	 
	OnStar Configured Mobile (OnStar Virtual Network)

	 	R
	 	U
	 

	 	 	 	Owns






1









 







	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
		 	R=Restricted	 	R=Restricted
	Vehicle Interface

	 	U
	 	U
	 

	 	Owns	 	 
	 
	 	 	 	 
	Remote Diagnostics

	 	U
	 	U
	 

	 	Own
	 	Own
	 
	 	 	 	 
	Call Flows

	 	R
	 	U
	 

	 	 	 	Owns






2









 






General Statements Regarding the Delphi/DE and Onstar Intellectual Properties

Agreement



OnStar and Delphi/DE agree that the existing MoDel “Statement on Exclusivity and Public
Announcements”, dated March 17, 1997 is the guiding principle in our discussion on Intellectual
Property convering OnStar products.



GM has ownership of PDD, SSTS and Vehicle Interface Specifications related to OnStar products.



Delphi requires GM approval to utilize knowledge and application of the Class 2 (C2), the
Entertainment and Comfort (E&C), and the Universal Asynchronous Receiver Transmitter (UART) buss
interfaces for use in any OnStar-like product on GM vehicles.



With regard to those items denoted as “ownership” by Delphi, Delphi will not refuse to license GM.




1. For purposes of this agreement:



a) VIM (Vehicle Information Management) equals OnStar

b) Delphi/DE equals Delphi and its Affiliates





	2.	 	The business relationship between Delphi/DE and OnStar will be guided by the Statement of
Exclusivity and Public Announcements dated 3/17/97. However, the ownership positions and the
restrictions listed in “Delphi/DE and OnStar Intellectual Properties Agreement” will continue
even after the MoDel agreements have expired.
	 
	3.	 	Delphi/DE can sell hardware to other OEMs subject to the terms and conditions of the
Statement of Exclusivity and Public Announcements and the “Delphi/DE and OnStar Intellectual
Properties Agreement.”
	 
	4.	 	When possible, Delphi/DE and OnStar should work together to provide systems to other OEMs.





The MoDel agreement is reproduced in schedule A.





3












 





Schedule C — Powertrain Algorithms




Usage authority definition





	•	 	U = Unrestricted — All Categories






	•	 	R = Restricted





Product





	 	•	 	R — Delphi: Delphi can not “sell or disclose” this product to non-GM
	 
	 	•	 	R — GM: GM can not “disclose” to Delphi competition





Tools





	 	•	 	R —  Delphi: Delphi can use tool for any OEM but not “disclose” tool logic to non-GM
	 
	 	•	 	R — GM: GM can use tool but not “disclose” to Delphi competition





Powertrain Algorithms Usage and Ownership




System Description




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	ALGORITHMS DEVELOPED BY GMPT AND USED BY DELPHI
	 	 	 	 
	 
	 	 	 	 
	Algorithms applied in Control or Diagnosis of Powertrain (unless
otherwise provided)

	 	R
	 	U

Owns
	Serial Data Communication J-1979 and J-2190

	 	U
	 	U

Owns
	DSpace to PCM Link Code

	 	U
	 	U

Owns
	OBDII S/W

	 	U
	 	U

Owns
	CVT Control and Diagnostic S/W

	 	R
	 	U

Owns
	IPC

	 	U
	 	U

Owns
	Communication Drivers

	 	R
	 	U

Owns
	Class II Specifications

	 	U

Own
	 	U

Own
	 
	 	 	 	 
	ALGORITHMS DEVELOPED BY DELPHI AND USED BY GMPT
	 	 	 	 
	 
	 	 	 	 
	Algorithms applied in Control or Diagnosis of Powertrain (unless
otherwise provided)

	 	U

Owns
	 	R
	Simulink to dSpace Link Code

	 	U

Owns
	 	U
	ETC S/W Specifications

	 	U

Owns
	 	U
	Cruise Control S/W Specification

	 	U

Owns
	 	U
	Communication Drivers, Math Libraries, Controller Diagnostics,
Operating System, which were developed by Delphi

	 	U

Owns
	 	R






4









 






System Description




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	DEVELOPMENT TOOL USED BY DELPHI
	 	 	 	 
	 
	 	 	 	 
	Lint/Code Check Tools for S/W Quality

	 	R
	 	U

Owns
	Simucar Engine Models Access and Support

	 	R
	 	U

Owns
	Autobob (Automatic Break Outbox)

	 	R
	 	U

Owns
	Overdrive

	 	R
	 	U

Owns
	Cal Tools

	 	R
	 	U

Owns
	 
	 	 	 	 
	DEVELOPMENT TOOL USED BY GMPT
	 	 	 	 
	 
	 	 	 	 
	MDS H/W and Algorithms

	 	U

Owns
	 	R






5









 








Schedule D — Vehicle Controls — Chassis Systems




Usage authority definition





	 	•	 	‘U’ means unrestricted usage authority.
	 
	 	•	 	‘R’ means restricted — either a time constraint for NAO exclusivity for a feature, limitation of
using a feature on only Delphi-A hardware, or simply identifies the need to get
approval from the other party when applying the feature with a third party.





Vehicle Controls Algorithm — Chassis Systems Usage and Ownership




System Description




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	ABS (Antilock Brake System)
	 	 	 	 
	 
	 	 	 	 
	ABS 3

	 	U

Owns
	 	R
	ABS 6 — 2wd & 4wd truck

	 	U
	 	R3
	 

	 	Own
	 	Own
	ABS — Truck

	 	R
	 	U

Owns
	Bosch/DDE 5.0

	 	U

Owns
	 	R
	DBC 7

	 	U

Owns
	 	R
	Bosch/DDE 5.3

	 	U

Owns
	 	R
	EH I (Electric Car)

	 	U
	 	R3
	 

	 	Own
	 	Own
	 
	 	 	 	 
	DRP (Dynamic Rear Proportioning)
	 	 	 	 
	 
	 	 	 	 
	DRP — Truck

	 	R
	 	U

Owns
	EH I (Electric Car)

	 	U
	 	R3
	 

	 	Owns	 	 
	DBC 7

	 	U

Owns
	 	R
	Bosch/DDE 5.3

	 	U

Owns
	 	R
	 
	 	 	 	 
	TCS (Traction Control System)
	 	 	 	 
	 
	 	 	 	 
	TCS 6

	 	U
	 	R3
	 

	 	Own
	 	Own
	TCS — Truck

	 	R
	 	U
	 

	 	 	 	Owns
	Bosch/DDE 5.0

	 	U

Owns
	 	R
	DBC 7

	 	U

Owns
	 	R
	Bosch/DDE 5.3

	 	U

Owns
	 	R






6









 






	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	ETS (Enhanced Traction System)
	 	 	 	 
	 
	 	 	 	 
	ABS 6

	 	U

Owns
	 	R
	DBC 7

	 	U

Owns
	 	R
	Saturn

	 	R
	 	U

Owns
	 
	 	 	 	 
	Traxxar (Vehicle Stability System)
	 	 	 	 
	 
	 	 	 	 
	Bosch/DDE 5.0

	 	U
	 	R3
	 

	 	Own
	 	Own
	Bosch/DDE 5.3

	 	U

Owns
	 	R
	Veh. Stability Enhanc. Sys. — Truck

	 	R
	 	U

Owns
	 
	 	 	 	 
	Base Brake Control
	 	 	 	 
	 
	 	 	 	 
	EH I (Electric Car)

	 	U

Owns
	 	R
	Regen Blending

	 	U

Own
	 	U

Owns
	 
	 	 	 	 
	Tire Inflation Monitoring

	 	U

Owns
	 	R
	 
	 	 	 	 
	Communications
	 	 	 	 
	 
	 	 	 	 
	UART

	 	U

Own
	 	U

Own
	Class II

	 	U

Own
	 	U

Own
	Keyword

	 	U

Own
	 	U

Own
	CAN

	 	U

Own
	 	U

Own
	 
	 	 	 	 
	Misc
	 	 	 	 
	 
	 	 	 	 
	Vehicle Speed Sensing Output

	 	U

Owns
	 	U
	Rough Road (Misfire Detection)

	 	U

Own
	 	U

Own
	 
	 	 	 	 
	Damping Control
	 	 	 	 
	 
	 	 	 	 
	CCR (Computer Control Ride)

	 	U

Owns
	 	R
	BSRTD (Bi-State RTD)

	 	U

Owns
	 	R
	CVRTD (Continuously Variable RTD)

	 	U

Owns
	 	R
	BSRTDm (Bi-State RTD Monotube)

	 	U

Owns
	 	R






7









 






	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	Ride Height Control
	 	 	 	 
	 
	 	 	 	 
	2CRL (2 Corner Rear Leveling) 2

	 	U

Owns
	 	R
	 
	 	 	 	 
	Integrated Chassis
	 	 	 	 
	 
	 	 	 	 
	Normal Force

	 	U

Owns
	 	R
	Damper Based Stability Enhancement

	 	U

Owns
	 	R
	 
	 	 	 	 
	Sensors
	 	 	 	 
	 
	 	 	 	 
	Steer Angle — Single Track Roll Over

	 	U

Owns
	 	R
	Steer Angle — Analog & Digital Track

	 	U

Owns
	 	R3
	Steer Angle — Dual Track — Analog

	 	U

Owns
	 	R
	Yaw Rate — Discrete

	 	U

Owns
	 	R3
	Lateral Accelerometer — Discrete

	 	U

Owns
	 	R3








 




			
	Notes: 
	 
	Algorithm Ownership Only, In all cases source code was implemented by Delphi Business Sector
	 
	2	 	Has been implemented in a non Delphi Controller/System
	 
	3	 	GM NAO retains the right to use the algorithm on GM vehicles independent of systems
supplier





Advanced Development Projects




System Description




	 	 	 	 	 
	 	 	Delphi	 	NAO
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	Traxxar (Vehicle Stability System)
	 	 	 	 
	 
	 	 	 	 
	Sensor Reduction

	 	U

Owns
	 	R3
	Slip Angle Enhancement

	 	U

Owns
	 	R
	 
	 	 	 	 
	Base Brake
	 	 	 	 
	 
	 	 	 	 
	Delphi Boost Assist (Low Vacuum)

	 	U

Owns
	 	R
	ACC Braking

	 	U

Owns
	 	R








 




			
	 Notes: 
	 
	 This list only includes advanced projects with past NAO involvement




8









 










Schedule E — Vehicle Controls -Steering Systems




Usage authority definition





	 	•	 	U = Unrestricted


The specified organization (Delphi or GM) can use the algorithm without any
restrictions. This includes disclosing the algorithm, selling the algorithm, or
incorporating the algorithm into other products.
	 
	 	•	 	R = Restricted


The specified organization (Delphi or GM) can only use the algorithm in conjunction
with the other organization. Any disclosure or use of the algorithms outside of the GM
/ Delphi organizations requires the other organization’s consent.





Vehicle Controls Algorithms — Steering Systems Usage and Ownership




System Description




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	E-Steer System Algorithms
	 	 	 	 
	 
	 	 	 	 
	>System compensation

	 	U

Owns
	 	R
	>Steering assist

	 	U

Owns
	 	R
	>Active Damping

	 	U

Owns
	 	R
	>Active Returnability

	 	U

Owns
	 	R
	>Vehicle speed dependency

	 	U

Owns
	 	R
	>Duty cycle enforcement

	 	U

Owns
	 	R
	>System diagnostics

	 	U

Owns
	 	R
	 
	 	 	 	 
	E-Steer Actuator Control Algorithms
	 	 	 	 
	 
	 	 	 	 
	>Sine motor control

	 	U

Owns
	 	R
	>Phase advance

	 	U

Owns
	 	R
	>Resistance compensation

	 	U

Owns
	 	R
	>Voltage compensation

	 	U

Owns
	 	R
	>Trapezoidal motor control

	 	U

Owns
	 	R
	>Current estimation

	 	U

Owns
	 	R
	>Controller & Actuator Diagnostics

	 	U

Owns
	 	R
	 
	 	 	 	 
	E-Steer Generic Algorithms
	 	 	 	 
	 
	 	 	 	 
	>Torque sensor input processing

	 	U
	 	R






9









 







	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	 

	 	Owns	 	 
	>DTW sensor input processing

	 	U

Owns
	 	R
	>DTW revolution initialization algorithms

	 	U

Owns
	 	R
	>KW2000 serial communications

	 	U

Owns
	 	U

Owns
	>CAN serial communications

	 	U

Owns
	 	U

Owns
	 
	 	 	 	 
	E-Steer tools
	 	 	 	 
	>E-TuneTM

	 	U

Owns
	 	R
	 
	 	 	 	 
	Quadrasteer System Algorithms*
	 	 	 	 
	 
	 	 	 	 
	>System compensation

	 	U

Owns
	 	R
	>Rear angle position command

	 	U

Owns
	 	R
	>Vehicle speed to ratio dependency

	 	U

Owns
	 	R
	>Thermal management

	 	U

Owns
	 	R
	>System diagnostic algorithms

	 	U

Owns
	 	R
	>Rear swing out compensation

	 	U

Owns
	 	U

Owns
	>Static steer operation algorithm

	 	U

Owns
	 	U

Owns
	>Alignment algorithm

	 	U

Owns
	 	R
	>Mode switch mechanization logic & transition

	 	U

Owns
	 	U

Owns
	>Handwheel position compensation

	 	U

Owns
	 	U

Owns
	>Flight data recorder

	 	R
	 	U

Owns
	>Mode selection & requirement for multiple algorithms.

	 	 U

Owns
	 	U

Owns
	 
	 	 	 	 
	Quadrasteer actuator algorithms*
	 	 	 	 
	 
	 	 	 	 
	>Softstart control

	 	U

Owns
	 	R
	>Key
on ramp and mode transition timing

	 	U

Owns
	 	U

Owns
	>Trapezoidal motor control

	 	U

Owns
	 	R
	 
	 	 	 	 
	Quadrasteer generic algorithms*
	 	 	 	 
	 
	 	 	 	 
	>Front/Rear position sensor acquisition algorithms

	 	U

Owns
	 	R






10









 






	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	Quadrasteer tools
	 	 	 	 
	 
	 	 	 	 
	>Quadrasteer ratio R&H spreadsheet tool

	 	U

Owns
	 	R
	>GMTG 4-wheel steer ratio R&H spreedsheet tool

	 	R
	 	U
	 

	 	 	 	Owns








 




			
	*	 	Negotiations are under way with GMTG regarding a
two year exclusivity agreement for Quadrasteer





System Description




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	Magnasteer I system algorithms
	 	 	 	 
	 
	 	 	 	 
	>Vehicle speed dependent effort

	 	U

Owns
	 	U

Owns
	 
	 	 	 	 
	Magnasteer II system algorithms
	 	 	 	 
	 
	 	 	 	 
	>Lateral acceleration estimation

	 	U

Owns
	 	R
	>Lateral acceleration effort compensation

	 	U

Owns
	 	R
	 
	 	 	 	 
	EVO system algorithms
	 	 	 	 
	 
	 	 	 	 
	>Vehicle speed dependent effort

	 	U

Owns
	 	U

Owns
	>Handwheel velocity (pump catch) compensation

	 	U

Owns
	 	U

Owns
	 
	 	 	 	 
	EH-Steer (Low Voltage)
	 	 	 	 
	 
	 	 	 	 
	�Low Voltage EH-Steer algorithms

	 	U

Owns
	 	R
	 
	 	 	 	 
	EH-Steer (High Voltage)
	 	 	 	 
	 
	 	 	 	 
	�High Voltage EH-Steer algorithms

	 	U

Owns
	 	R








 




			
	�	 	Does not include work produced by ATV Group on Electric Vehicles, Hybrid Vehicles or other ATV
specific projects.




11









 










Schedule F — Collision Avoidance




Usage authority definition





	 	•	 	U’ means unrestricted usage authority. Algorithm can be used with any third
party without
notification of the other party.
	 
	 	•	 	‘R’ means Restricted — identifies the need to get approval from the other
party when applying
the algorithm with a third party





System Description




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	Path Algorithms

	 	U

Owns
	 	R
	 
	 	 	 	 
	Collision Warning Algorithms

	 	U

Owns
	 	R
	 
	 	 	 	 
	Threat Assessment (Delphi)

	 	U

Owns
	 	R
	 
	 	 	 	 
	Adaptive Cruise Control (Delphi)

	 	U

Owns
	 	R
	Engine Management Interface

	 	U

Owns
	 	R
	Instrument Cluster Interface

	 	U

Owns
	 	R
	Brake Booster Interface

	 	U

Owns
	 	R
	DSP Interface

	 	U

Owns
	 	R
	CAN Communication

	 	U

Owns
	 	R
	Diagnostics

	 	U

Owns
	 	R
	Operating System

	 	U

Owns
	 	R
	 
	 	 	 	 
	Backup Aid

	 	U

Owns
	 	R
	Instrument Cluster Interface

	 	U

Owns
	 	R
	Operating System

	 	U

Owns
	 	R
	Diagnostics

	 	U

Owns
	 	R
	 
	 	 	 	 
	Side Detection System

	 	U

Owns
	 	R
	Instrument Cluster Interface

	 	U

Owns
	 	R






12









 






	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	Operating System

	 	U

Owns
	 	R
	Diagnostics

	 	U

Owns
	 	R
	 
	 	 	 	 
	Adaptive Cruise Control (GM)

	 	R
	 	U

Owns
	 
	 	 	 	 
	Threat Assessment (GM)

	 	R
	 	U
	 

	 	 	 	Owns






13









 






Schedule G — Integrated Body




Usage authority definition





	 	•	 	U’ means unrestricted usage authority. Algorithm can be used with any third
party without
notification of the other party.
	 
	 	•	 	‘R’ means Restricted — identifies the need to get approval from the other
party when applying
the algorithm with a third party





System Description




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	Receivers & Peripherals
	 	 	 	 
	Algorithms
	 	 	 	 
	RDS Algorithms

	 	U

Owns
	 	R
	Random Algorithm

	 	U

Owns
	 	R
	Theftlock

	 	U

Owns
	 	R
	DSP Room Simulation Algorithms

	 	U

Owns
	 	R
	DEFT

	 	U

Owns
	 	R
	Tools
	 	 	 	 
	WinSpeed — Vehicle Equalization Tool
	 	 	 	 
	CAT Testing
	 	 	 	 
	 
	 	 	 	 
	Air Controls
	 	 	 	 
	Algorithms
	 	 	 	 
	IR Temperature Sensing Algorithm

	 	U

Owns
	 	R
	HVAC Comfort Algorithms

	 	U

Owns
	 	R
	After Blow Algorithm

	 	U

Owns
	 	U
	Tools
	 	 	 	 
	HVAC OOA Based Auto-Code Generator

	 	U

Owns
	 	R
	Win CIP development tool

	 	U

Owns
	 	R
	DSS development tool

	 	U

Owns
	 	R
	 
	 	 	 	 
	Instrument Clusters
	 	 	 	 
	Algorithms
	 	 	 	 
	Compass sensor dynamic compensation methods

	 	U

Owns
	 	R
	Air core gage Drive, smoothing, and alignment

	 	U

Owns
	 	R






14









 






	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	Stepper motor Drive, smoothing, and alignment

	 	U
	 	R
	 

	 	Owns	 	 
	RTT temperature compensation

	 	U

Owns
	 	R
	RCG family software design

	 	U

Owns
	 	R
	Odometer storage and access security

	 	U

Owns
	 	R
	Fuel level detection and self calibration methods

	 	 U

Owns
	 	R






15









 






Schedule H — Body Computer Algorithms




Usage authority definition





	 	•	 	U’ means unrestricted usage authority. Algorithm can be used with any third
party without
notification of the other party.
	 
	 	•	 	‘R’ means Restricted — identifies the need to get approval from the other
party when applying
the algorithm with a third party





System Description




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	Security Rolling Code Algorithm

	 	U

Owns
	 	R
	Class 2 communications specs

	 	U
	 	U

Owns
	Class 2 communications drivers

	 	U
	 	R

Owns
	Door lock switches

	 	R
	 	U

Owns
	Light switches

	 	R
	 	U

Owns
	DRL

	 	R
	 	U

Owns
	Theater lighting

	 	R
	 	U

Owns
	RF receiver for key fob

	 	R
	 	U

Owns
	RF receiver communication algorithms

	 	R
	 	U

Owns
	Diagnostics for I/O (shorts & grounds)

	 	R
	 	U

Owns
	Telltale functions based on diagnostic info

	 	R
	 	U
	 

	 	 	 	Owns
	Hatch unlock

	 	R
	 	U
	 

	 	 	 	Owns
	Delayed accessory bus power

	 	R
	 	U
	 

	 	 	 	Owns
	Fuel gage controls (small car)

	 	R
	 	U
	 

	 	 	 	Owns
	Odometer (small car)

	 	R
	 	U
	 

	 	 	 	Owns






16









 






Schedule I — SIR Algorithms




Usage authority definition





	 	•	 	U’ means unrestricted usage authority. Algorithm can be used with any
third party without
notification of the other party.
	 
	 	•	 	‘R’ means Restricted — identifies the need to get approval from the other
party when applying
the algorithm with a third party





System Description




	 	 	 	 	 
	 	 	Delphi	 	GM
	 	 	U=Unrestricted	 	U=Unrestricted
	 	 	R=Restricted	 	R=Restricted
	VBC/SDMA

	 	U
	 	R
	 

	 	Owns	 	 
	EVBC/SDMA,S,E,B

	 	U
	 	R
	 

	 	Owns	 	 
	E2VBC/SDMR(S,SD)

	 	U*
	 	R
	 

	 	Owns	 	 
	ALGO-S/SDMG

	 	U
	 	R
	 

	 	Owns	 	 
	ALGO-S-SeveGreenity/SDM-Delta

	 	U
	 	R
	 

	 	Owns	 	 
	ALGO-E/SDM-Epsilon

	 	U
	 	R
	 

	 	Owns	 	 
	ESS/SDM-GT,DeIta,EpsiLon

	 	U
	 	R
	 

	 	Owns	 	 
	DASI/SISM

	 	U
	 	R
	 

	 	Owns	 	 
	DANA/SISM,SIS

	 	U
	 	R
	 

	 	Owns	 	 
	Rollover/Rollover

	 	U
	 	R
	 

	 	Owns	 	 
	Bladder/PODS

	 	U
	 	R
	 

	 	Owns	 	 
	Flexpoint/PODS

	 	U
	 	R
	 

	 	Owns	 	 
	Frame Based/PODS

	 	U
	 	R
	 

	 	Owns	 	 
	OPRS/OPRS

	 	U
	 	R
	 

	 	Owns	 	 







17











 





Schedule J — Communications between

GM and Delphi Business Sector Personnel




(21 pages attached)





 









 








			
	
	 	memo






	 	 	 
	Date:

	 	December 12, 1997
	 
	 	 
	To:

	 	John Givens, C. Houllion
	 
	 	 
	From:

	 	Richard Johnson
	 
	 	 
	Subject:

	 	Serial Communication
	 
	 	 
	cc:

	 	T. Binasio, P. Cumbo





This memo
is to document the meeting held December 10, 1997, at 1:00 PM in the office of John
Givens; attended by John Givens, Curtis Houllion, and Richard Johnson. Key outcomes of the
meeting are listed below:





	•	 	GMPT is open to the concept proposed in R. Johnson’s memo dated November 25, 1997, (see
attached) but needs additional time to review details. Further conversations will take
place in 1998 with the goal of reaching a serial communication specification sharing
agreement, where DE/Delphi would transfer budget for access to the GMPT specifications.






	•	 	In December 1997, DE/Delphi will transfer a budget amount of $30,000 to GMPT for use of
J-1979 and J-2190, Version 015 for customer programs. This is a one time event and any
future sharing will be negotiated as outlined in the above bullet.





Sincerely,




Richard Johnson

Staff Engineer, Forward Systems




RJJ: din




attachment (1)




 









 





			
	
	 	memo






	 	 	 
	Date:

	 	November 25, 1997
	 
	 	 
	To:

	 	John Givens
	 
	 	 
	From:

	 	Richard Johnson
	 
	 	 
	Subject:

	 	Serial Communication
	 
	 	 
	cc:

	 	P. Cumbo, C. Houllion





The following is my proposed compensation to GMPT from DE/Delphi EMS for use and updates to
the serial communication specifications. These specifications would cover Class II,
Keyword-2000, and CAN. They would be made available to DE/Delphi EMS on an as is, when
available basis (no additional work required).



The following documents the rational of my proposal. The Taylor/Duex/Cumbo agreement gave
DE/Delphi access to the latest specification as of December 31, 1996. The proposal is to cost
share the cost of updating or modifying specifications. My intent is to estimate this cost
sharing on a 5 year basis and do a budget transfer in 1997 to cover the 5 year costs.




	 	 	 	 	 	 	 	 	 	 	 
	1997

	 	 	.3	 	 	(100K/Man Year)
	 	$	30,000	 
	1998

	 	 	.3	 	 	 	 	$	30,000	 
	1999

	 	 	.3	 	 	 	 	$	30,000	 
	2000

	 	 	.3	 	 	 	 	$	30,000	 
	2001

	 	 	.3	 	 	 	 	$	30,000	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	$	150,000	 





I will work with your secretary to set up a meeting in early December to review this
proposal, please do not hesitate to seek additional clarification of this proposal.




	 	 	 	 
	/s/ Richard Johnson
	 	 
	 
	Richard Johnson

	 	 	 







RJJ: din





 









 





			
	
	 	memo






	 	 	 
	Date:

	 	November 7, 1997
	 
	 	 
	To:

	 	Richard Taylor, John Givens
	 
	 	 
	From:

	 	Richard Johnson
	 
	 	 
	Subject:

	 	ECM Off-Board Serial Communication
	 
	 	 
	cc:

	 	Pete Cumbo, Curtis Houllion





DE/Delphi-E Engine
 Management Systems has long used GM Corporate Class II specification
documents (listed below) for customer systems. Use of these documents has obviously relieved
DE/Delphi-E from doing redundant work and has made these documents more universal standards.
DE/Delphi-E would like to gain GMPT’s concurrence to continue this practice and establish a
process by which DE/Delphi-E would receive specification updates.




	 	 	 	 	 
	•	 	J-1979 Modes 1 — 9 Message Description (CARB Required Modes)
	 

	 	 	 	General Motors Powertrain Group
	 

	 	 	 	J1979 / J2190 Class 2 Communications Interface Specification
	 

	 	 	 	Version 016
	 

	 	 	 	Dan Grenn
	 

	 	 	 	Bob VanBommel
	 

	 	 	 	Powertrain Control Center
	 
	 	 	 	 
	•	 	J-2190 Modes $10 — $AE Message Description (Enhanced Modes)
	 

	 	 	 	General Motors Powertrain Group
	 

	 	 	 	J1979 / J2190 Class 2 Communications Interface Specification
	 

	 	 	 	Version 016
	 

	 	 	 	Dan Grenn
	 

	 	 	 	Bob VanBommel
	 

	 	 	 	Powertrain Control Center
	 
	 	 	 	 
	 

	 	 	 	OR
	 
	 	 	 	 
	 

	 	 	 	General Motors
	 

	 	 	 	Class 2 Physical Message
	 

	 	 	 	Diagnostic Strategy
	 

	 	 	 	Specification
	 

	 	 	 	Version 1.12
	 

	 	 	 	Rob Hoover
	 

	 	 	 	Class 2 Diagnostic Work Group
	 

	 	 	 	Service Technology Group
	 
	 	 	 	 
	•	 	Control of Off-Board Devices (Mode $AE Control Specification)
	 

	 	 	 	General Motors Powertrain Group
	 

	 	 	 	Subsystem Technical Specification for
	 

	 	 	 	Class-ll Device Control Interface to PCM from Off-Board Devices
	 

	 	 	 	TL.17.5001.R05
	 

	 	 	 	Revision 05
	 

	 	 	 	Bob VanBommel
	 

	 	 	 	Powertrain Control Center






 









 






	 	 	 	 	 
	•	 	 Class-2 Functional Message Operation (ABS, IPC, TCM, etc.)
	 

	 	 	 	NAO Corporate
	 

	 	 	 	Class 2 Functional Communication Specification
	 

	 	 	 	Version 1.2
	 

	 	 	 	Class 2 Message Strategy Group
	 

	 	 	 	STG ??? 
	 
	 	 	 	 
	•	 	 Class 2 Message Handler (Specification / Description)
	 
	 	 	 	 
	 

	 	 	 	General Motors 
	 

	 	 	 	Corporate Standard Class 2
	 

	 	 	 	Message Handler
	 

	 	 	 	Revision 2.1b
	 

	 	 	 	Author-Unknown
	 
	 	 	 	 
	 

	 	 	 	Support Documents for above:
	 
	 	 	 	 
	 

	 	 	 	Class 2 Application Reference Model
	 

	 	 	 	Users Guide
	 

	 	 	 	Version 1.0a
	 

	 	 	 	Author-Unknown
	 
	 	 	 	 
	 

	 	 	 	Class 2 Application Reference Model
	 

	 	 	 	Software Specification
	 

	 	 	 	Version 1.0b
	 

	 	 	 	Author-Unknown





In addition to Class II, GMPT will be developing and implementing specifications for other serial
communication protocols; namely Keyword-2000 and CAN. DE/Delphi-E also desires a similar
arrangement as requested for Class II for use of Keyword-2000 and CAN on customer programs and to
receive specification updates.




Sincerely,





	 	 	 	 
	/s/ Richard Johnson
	 	 
	 
	Richard Johnson

	 	 	 





RJJ: din




 









 





Agreement for Commercialization of OBD-II Software Technology

GM Powertrain Group/ Delphi-E and Delco Electronics




Purpose:





	•	 	 To facilitate the effective commercialization of Engine Management Systems by
Delphi
Automotive Systems Group (Delphi-E and Delco Electronics).
	 
	•	 	 To provide an appropriate level of compensation to GM Powertrain Group, Powertrain
Control
Center, for the developments they have created and managed.





Agreement





	•	 	 Delphi-E/ DE would provide GMPTG/PCC fees based upon the following schedule, as a
mechanism to Delphi-E/ DE for full rights of use and disclosure of existing OBD-II
technology.






	 	•	 	 OBD-II technology includes algorithm descriptions, software requirements,
calibration guides, validation information, software application tools, and any other engineering
process or product documentation.






	•	 	 Fee schedule:






	 	•	 	$500,000 in 1996.
	 
	 	•	 	$250,000 by March 1, 1997, for updates through December, 1996.






	•	 	 The sum of all fees paid through this Agreement would constitute a paid-up license to all
parties for any knowledge exchanged. This would permit Delphi-E/ DE to base their systems
on the knowledge exchanged, but end any enhancements from GMPTG, as of December 31,
1996.






	•	 	 This Agreement shall not preclude future technical cooperation by mutual agreement of
these parties, on a project by project basis.





	 	 	 	 	 
	Approvals:
	 	 	 	 
	 
	 	 	 	 
	/s/ Richard B. Taylor

	 	/s/ Thomas J. Duex
	 	/s/ Peter C. Cumbo
	 

	 	 
	 	 
	Richard B. Taylor

	 	Thomas J. Duex
	 	Peter C. Cumbo
	Technical Director GMPTG

	 	Dir Powertrain Customer Team
	 	Customer Director for GMPTG
	Powertrain Control Center

	 	Delco Electronics
	 	Delphi Automotive Systems






 









 











	 	 	 
	Date:

	 	December 3, 1997
	 
	 	 
	To:

	 	Rich Taylor
	 
	 	 
	From:

	 	Kevin Cullen
	 
	 	 
	Subject:

	 	Exchange of dSPACE Development Software





The attached memo from Scott Furry and Jim Waters of Delphi proposes an exchange of dSPACE software
between Delphi and PCC that will enhance both our and their current capabilities. It will also make
Delphi better able independently to support their outside customers. I previously reviewed the
matter with you and you agreed that we should proceed with the exchange. This memo serves to
document the agreement and effect the exchange.




	 	 	 
	 

	 	/s/ Kevin Cullen
	 

	 	Kevin Cullen
	 

	 	Manager, Advanced Controls
	 

	 	Powertrain Control Center






	 	 	 	 	 
	cc:

	 	Dave Dempsey	 	 
	 

	 	Scott Furry
	 	483-342-101
	 

	 	Jim Waters
	 	483-342-101






 









 






			
	
	 	






	 	 	 
	To:

	 	Kevin Cullen, David Dempsey
	 

	 	GMPTG / PCC
	 
	 	 
	From:

	 	Scott Furry, James Waters
	 

	 	Delphi-E / EMS
	 
	 	 
	Date:

	 	16-OCT-97
	 
	 	 
	Subject:

	 	Summary of agreement to exchange dSPACE rapid algorithm development
software.





The purpose of this memo is to summarize
the agreement reached during the October 15th meeting.
The agreement covers the exchange of custom software used in the Rapid Algorithm Development
(RAD) environment based on tools from dSPACE, GmbH and The MathWorks, Inc. The purpose of the
agreement is to give both parties unrestricted ownership of the exchanged software so that each can
pursue business with outside customers using the RAD tools. The details of this agreement are:





	1.	 	Delphi-E shall receive all software that provides communication between the dSPACE
AutoBox and the target controller (68332 or 68HC11). This includes all source code,
executables, assemblers, batch files and any other support software required to generate,
compile, and download the communication software to the AutoBox dual-port RAM. Delphi-E shall also receive any available documentation and training (not to exceed 3 days) from
GMPTG to understand how the above software functions.
	 
	2.	 	GMPTG shall receive all software that integrates the above communication software with
the automatic code generation process provided by The MathWorks SIMULINK and Real-Time Workshop. This includes all source code, “Make” files, and MATLAB M-files required
for integration. GMPTG shall also receive any available documentation and training (not to
exceed 3 days) from Delphi-E to understand how the integration process functions.




This agreement does not exclude the possibility of future work between GMPTG and Delphi-E on RAD
tools.




	 	 	 	 
	/s/ J. Scott Furry

	 	/s/
James Waters
	 
	J. Scott Furry

	 	James Waters	 






MC: 483-342-101, General Motors Proving Ground,

3300 General Motors Road, Milford, MI 48380-3726




 









 










	 	 	 
	To:

	 	Current Delphi members of Diagnostic COE/NAO OBDII Interface
Committee
	 
	 	 
	From:

	 	Mario Maiorana Jr. — NAO OBD II Interface Committee Chairman
	 

	 	John Van Gilder — Diagnostic COE Chairman
	 
	 	 
	Subject:

	 	Diagnostic COE/NAO OBD II Interface Meeting Distribution Changes
	 
	 	 
	Date:

	 	January 10, 1997






     This memo is to notify you that given the current state of business between GM Powertrain
and Delphi E, we are removing all Delphi-E employees from the regular Diagnostic COE/NAO OBD II
Interface distribution. Attached is a memo that describes in more detail the changes in the
Powertrain — Delphi E relationship that have precipitated this action.



     We appreciate the expertise Delphi has provided at these meeting and will continue to invite
specific representatives from Delphi to attend occasional meetings on  an as needed basis.



	 	 	 
	/s/ Mario Maiorana

	 	/s/
John Van Gilder

	Mario Maiorana

	 	John Van Gilder
	NAO OBD II Interface Committee Chairman

	 	Diagnostic COE Chairman
	Powertrain Control Center

	 	Powertrain Control Center
	8-341-5121

	 	8-341-5845






GM POWERTRAIN GROUP • General Motors Corporation • GM Proving Ground. Milford, Michigan 48380




 









 













	 	 	 
	Date:

	 	January 8,1997
	 
	 	 
	To:

	 	PCC staff
	 

	 	CSC
	 
	 	 
	Subject:

	 	Delphi-E relationship





During the last several years, our relationship with Delphi-E has evolved from a close
interdependent partnership to an arms-length commercially-dominated association. This
has been underscored by our recent decision to terminate certain cooperative activities
relative to OBDII and other controls technologies.



With this change, it is no longer appropriate to include Delphi-E in GMPTG technical
forums such as COE or work group activities, or to provide them with advice or technical
support in areas where a specific agreement to cooperate does not exist.



This is not to suggest that we will not continue to communicate actively with Delphi-E
as a major supplier, concerning program implementation or technical direction. We should
also continue to rely on Delphi-E for technical support as expected from any key
supplier, and their participation in our activities when to our benefit, and at our
request, should continue.



This change also does not preclude technical cooperation by mutual agreement. Any
agreement to cooperate should include the following considerations:



1. There should be comparable contribution by each party.



2. The project should not result in unacceptable interdependence or business
encumbrance for either party.




			
	 	 	 
	 
	GM Powertrain Group, General Motors Corporation
	 	Phone (810) 685-6438 GM 8-341-6438
	General Motors Proving Ground, Building 31-E PCC
	 	FAX (810) 685-6374 GM 8-341-6374
	M/C 483-331-500
	 	VME 81001-54100
	Milford, Ml 48380-3726	 	 
	 





 









 






Page 2



3. The area of cooperation should be defined and should not require
discussion of sensitive technical information outside the direct area of the
project.



4. In general, projects involving expectations of non-disclosure should not
be pursued.



5. The agreement should be documented and reviewed by management.
The agreement need not be formal, but should address objectives,
deliverables, schedule, contributions, and application/disclosure
expectations.



If you have any questions regarding this direction, please contact me at 8-341-6438 (VME
81001-54100)



 
	 	 	 	 
	/s/ Rich Taylor	 
	Rich Taylor

	
Technical Director

	 
	
Powertrain Control Center
	 










	 	 	 
	cc:

	 	Ned McClurg
	 

	 	Tom Endres
	 

	 	Peter Cumbo
	 

	 	Tom Duex






 









 






	 	 	 
	Date:

	 	May 28, 1993
	 
	 	 
	Subject:

	 	GM Powertrain/AC Rochester Agreement to exchange software intellectual property on
Electronic Throttle Control (ETC) and Integrated Powertrain Control (IPC)






	 	 	 
	 

	 	In exchange for providing to GMPT the ETC algorithms that ACR has developed over the
past seven (7) years, ACR is given the right to use IPC algorithms to be developed by
GMPT in the future. The following conditions apply:






	 	 	 	 	 
	 

	 	—
	 	ACR may use these IPC algorithms in its Worldwide Engine
Management System business with non-GM/NAO customers provided that these
algorithms are implemented as an embedded part of a system and are not
specifically disclosed to the customer.
	 
	 	 	 	 
	 

	 	—
	 	Use of these algorithms requires prior agreement from GMPT
for any algorithms not jointly developed by GMPT and ACR. Approval for ACR use
will only be withheld in the following two cases:






	 	 	 	 	 
	 

	 	•
	 	A non-disclosure agreement exists between GMPT
and a third party co-developer.
	 
	 	 	 	 
	 

	 	•
	 	If, in the future, a NAO strategic decision (that must
be confirmed by the NAO Strategy Board) is made
that identifies the subject algorithms as technologies
that are to be held in NAO as a GM strategic
competitive advantage.






	 	 	 
	 

	 	This agreement must be reviewed if the legal relationship of ACR or GMPT to General
Motors should change.






	 	 	 	 	 	 
	 	/s/ D. L. Christeller

	 	/s/ R. B. Taylor	 	 
	 	 

D. L. Christeller

	 	 

R. B. Taylor
	 	 
	 	For AC Rochester

	 	For GM Powertrain	 	 






 









 






DATE: MAY 27, 1993



SUBJECT: POWERTRAIN’S REQUIREMENTS FOR 1997 1/2 ELECTRONIC THROTTLE CONTROL




TO: R. SIMS

     ACR, FLINT MI.



THIS LETTER IS TO CONFIRM OUR CONVERSATIONS OF THE PAST SEVERAL WEEKS ON THE “PARTITIONING” OF THE
ETC ACTIVITY AND GM POWERTRAIN’S SPECIFIC ALGORITHM NEEDS. THERE IS GENERAL AGREEMENT AT BOTH
POWERTRAIN AND ACR THAT THE ETC ACTIVITY SHOULD BE

SEPARATED INTO THREE SPECIFIC AREAS:





GLOBAL SOURCING / ADVANCED PURCHASING — THIS ACTIVITY IS FOCUSED ON DEVELOPING THE
REQUIREMENTS FOR THE ETC SUBSYSTEM AT THE SUBSYSTEM LEVEL IT IS EXPECTED THAT POWERTRAIN
AND ACR WILL JOINTLY DEVELOP THIS REQUIREMENTS DOCUMENT AND THAT NO “GM CONFIDENTIAL”
INFORMATION SPECIFIC TO THE ACR ARCHITECTURE WILL BE INCLUDED IN THIS DOCUMENT WITHOUT
ACR’S SPECIFIC APPROVAL




ETC
“CORE ”DEVELOPMENT — THIS ACTIVITY IS FOCUSED ON COMPLETING THE DEVELOPMENT AND
VALIDATION OF THE ETC “CORE” FOR THE SUBSYSTEM ARCHITECTURE DEVELOPED BY ACR. THIS ACTIVITY
IS BEING DONE JOINTLY BY POWERTRAIN ( PCC AND VARIOUS PRODUCT TEAMS ) AND ACR.




APPLICATION SPECIFIC UTILIZATIONS OF ETC — THIS ACTIVITY IS FOCUSED ON DEVELOPING VARIOUS
CONTROL SCHEMES THAT TAKE ADVANTAGE OF ETC. MANY CONTROL SCHEMES HAVE BEEN DEVELOPED BY THE
ACR ETC TEAM AND THE WARREN PRODUCT TEAM IS CURRENTLY EVALUATING THESE SCHEMES AND THEIR
ASSOCIATED ALGORITHMS FOR USE IN THE 1997 1/2 CORVETTE PROGRAM. POWERTRAIN RECOGNIZES THAT
THESE ALGORITHMS ARE GM CONFIDENTIAL AND NOT TO BE DISCLOSED OUTSIDE GM.


WITH THIS PARTITIONING IN MIND, THE AGREEMENT TO HAVE A JOINT DEVELOPMENT ACTIVITY BETWEEN ACR AND
POWERTRAIN FOR THE 1997 1/2 CORVETTE CARIES SOME RISK THAT PROPRIETARY (GM CONFIDENTIAL)
ALGORITHMS DEVELOPED BY ACR WOULD BE DISCLOSED OUTSIDE THE CORPORATION DURING THE SOURCING AND
DEVELOPMENT PROCESS.



POWERTRAIN RECOGNIZES THESE RISKS AND AGREES TO ABIDE BY ACR’S REQUEST THAT ALL ALGORITHMS
SUPPLIED BY THE ETC DEVELOPMENT TEAM BE TREATED AS “GM CONFIDENTIAL” IN ORDER TO ALLOW
THE 1997 1/2 WARREN PROGRAM TO PROCEED ON SCHEDULE.



THE REQUIREMENTS OF THIS AGREEMENT ON POWERTRAIN AND ACR ARE AS FOLLOWS:





POWERTRAIN — COMMITS TO RESPECT THE GM CONFIDENTIAL STATUS OF ALGORITHMS PROVIDED BY THE ETC
DEVELOPMENT TEAM AND NOT DISCLOSE THOSE ALGORITHMS OUTSIDE GM WITHOUT PRIOR AGREEMENT FROM
ACR.




ACR — COMMITS TO PROVIDE ALGORITHM REQUIREMENTS (MARKED GM CONFIDENTIAL) RELATED TO
“APPLICATION” SPECIFIC USAGE OF ETC TO THE WARREN PRODUCT TEAM PER THE PUBLISHED ALGORITHM
DEFINITION DATES. (ATTACHED)


ANY QUESTIONS OR COMMENTS PLEASE CONTACT ME















	 	 	 	 
	 	 
	 	/s/ R. A. MARSH

	 	 
	 	 R. A. MARSH

	 	 
	 	SYSTEM ARCHITECTURE STL





 









 





MEMORANDUM OF UNDERSTANDING



This memorandum summarizes the agreement reached by Delphi Energy & Engine Management (Delphi-E),
GM Powertrain (Powertrain) and the Electrical and Electronics Department of the GM R&D Center
(EE Department) to develop a sensor to measure oil quality (OILPROBE). Delphi-E and
Powertrain desire the cooperation of the EE Department, to develop the sensor and related
algorithms to measure oil quality for OILPROBE. The EE Department, agrees to participate in
this development. Accordingly, the following terms and conditions will constitute our agreement
on this subject:





	1.	 	Delphi-E will contribute one hundred thousand ($100,000) to the budget of the
EE Department to support algorithm development in 1996.
	 
	2.	 	The algorithms and all other information that is developed through this activity
will be made available, without restriction, to Delphi-E, Powertrain, and the GM
R&D Center. In particular, the parties hereto agree to share all information
including, but not limited to:






	 	a)	 	developments in electronic circuitry and fabrication
techniques
developed by Delphi-E,
	 
	 	b)	 	testing results developed by Powertrain,
	 
	 	c)	 	developments in algorithms






	3.	 	The work of R&D Center’s Fuels and Lubricants Department and work
performed by the GM R&D Center or Powertrain relating to extended oil
intervals are explicitly excluded from this Agreement.
	 
	4.	 	Delphi, Powertrain and The EE Department agree to support this activity with
adequate resources to ensure its timely completion.
	 
	5.	 	This Project shall be deemed completed when Powertrain has complete
information on how the sensor and its circuits are made in sufficient detail so that it
may be sourced through World Wide Purchasing and Delphi, as sufficient knowledge of the
algorithms to enable it to manufacture a sensor for sale.
	 
	6.	 	The parties hereto agree that participation in this project does not constitute any
agreement, either expressed or implied, relating to future sales or purchases of OILPROBE
sensors.




 









 










If the foregoing is satisfactory to you, please have this agreement executed on behalf of
your organization by an authorized representative.




	 	 	 	 	 	 	 	 	 	 	 
	GM NAO R&D Center	 	 	 	 	 	 	 	 
	Electrical & Electronics Department	 	 	 	Powertrain	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [ILLEGIBLE]
	 	 	 	By:
	 	/s/ [ILLEGIBLE]	 	 
	Title:

	 	 

Dept. Head
	 	 	 	Title:
	 	 

Tech. Director
	 	 
	Date:

	 	 

March 12, 1996
	 	 	 	Date:
	 	 

March 15, 1996
	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Delphi-E	 	 	 	Powertrain	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [ILLEGIBLE]
	 	 	 	By:
	 	/s/ [ILLEGIBLE]	 	 
	Title:

	 	 

Tech Ctr. Dir. Sensors
	 	 	 	Title:
	 	 

Tech Dr. – Matl’s Energy
	 	 
	Date:

	 	 

March 20, 1996
	 	 	 	Date:
	 	 

March 15, 1996
	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 







 











 





Attachment H




Simucar




GMPT & Delco Sponsorship




•1991-1997, Simucar Hardware & Software Development Sponsored by:




	 	 	 	 	 
	- GMPT
	 	$	3.6M	 
	- Truck
	 	$	0.5M	 
	- Mid-Lux
	 	$	0.6M	 
	- GM Central
	 	$	2.9M	 
	- DE
	 	$	0	 






	 	 	 	 	 
	•DE Contact:

	 	Mike Creer
	 	8-341-3847
	•GM Contact:

	 	Prakash Shrivastava
	 	8-226-2206
	•EDS Contact:

	 	Bob Falberg
	 	8-366-9188







 









 








Attachment I




Autobob




GMPT & Delco Sponsorship




•1991-1997, Autobob Hardware Development Sponsored by:




	 	 	 	 	 
	- GM Central
	 	$	100K	 
	- DE
	 	$	0	 






	 	 	 	 	 
	•DE Contact:

	 	Mike Creer
	 	8-341-3847
	•GM Contact:

	 	Prakash Shrivastava
	 	8-226-2206
	•EDS Contact:

	 	Bob Falberg
	 	8-366-9188






 









 





Attachment
J




MDS




GMPT & Delco Sponsorship





	•	 	98R1 Software co-developed between GMPT and Delco.
	 
	 	 	(GMPT/DE = 60/40) *
	 
	•	 	Powertrain investment estimated ~$2.5M*





	 	 	 	 	 
	•   DE Contacts:

	 	Bob Hoffman
	 	8-322-4199 *
	 

	 	Mike Horton
	 	8-293-3218
	•   GMPT Contact:

	 	John Givens
	 	8-341-3742






 









 





Attachment K




Delphi Automotive Systems




	 	 	 
	From:

	 	Ron W Cox/DELCO
	Date:

	 	06/24/98 11:19:51 AM
	Subject:

	 	Delphi-D Intellectual Property





I am assisting Tom Binasio in identifying any intellectual property deals that may have been made
recently with regard to the ownership of software. Specifically we need to know by 5:00 PM today
(Wed. 6/24/98), any deals made to exchange or to purchase intellectual property from GM-NAO.



I am currently checking on the history of the CAN and Key-Word 2000 (KW 2000) communications
software modules.



The CAN software was first developed by our Software Reuse group led by David Gray. The first use
of the CAN software driver developed was for GMPT-Lansing Line Engine PCMs as part of our
commitment to supply the Hardware IO software. The KW 2000 software was first developed by our
software group in Luxembourg led by Roland Millen for Opel applications. The KW 2000 software was
then used on GMPT-Lansing Line Engine PCMs as part of our commitment to supply the Hardware IO
software. These modules were not part of the software that we were contracted to provide when GMPT
decided not to provide the application software for MY 2000-2002 Line Engine programs. Other uses
of CAN and KW 2000 software other than GMPT-Lansing applications
include the Isuzu 2000 V6, CVT, and
Daewoo MR 140 programs. If this history is incorrect in any way, please contact me at once.




Ron Cox




To:

George A Duncan/DELCO@DELCO 
Norm
Swanson/DELCO@DELCO 

Debra E Poppas/DELCO@DELCO 

Thomas J Puza/DELCO@DELCO




cc:

Mike Forehand/DELCO@DELCO

Dave L Mannfeld/DELCO@DELCO

Majid Lodhi/DELCO@DELCO

Charles M Grimm/DELCO@DELCO

Jerzy A Kowalczuk/DELCO@DELCO

Evangeline Bletsis/DELCO@DELCO

Tuhin Ray/DELCO@DELCO

Andrew H Voss/JP/DELCO@DELCO

Steven M Stewart/DELCO@DELCO

Roland Millen/DE/DELCO@EDSDELPHILUX

Harry L Husted/SG/DELCO@DELCO

Sandip Sarkar/SG/DELCO@DELCO

Curtis P Houllion/DELCO@US_GM_TRY_DWH01

James M Caddell/DELCO@DELCO

Mike S Campbell/DELCO@DELCO

Tom Binasio/DELCO@DELCO

William R Stewart/DELCO@DELCO




Category:





 









 








Attachment K




Delphi Automotive Systems




	 	 	 
	From:

	 	Ron W Cox/DELCO
	Date:

	 	06/26/98 07:25:40 AM
	Subject:

	 	Delphi-D Intellectual Property






FYI...




                    
Forwarded by Ron W Cox/DELCO on 06/26/98 07:26 AM                     




	 	 	 	 	 
	

	 	 

Thomas J Puza
 

06/25/98 02:20:30 PM
	 	  
	 

	 	 	 	 





cc: Ron W Cox

Subject: Delphi-D Intellectual Property




Mike,




Any issues with the statements on the Lansing program?




Dennis and Joseph,



Do we have any other deals to exchange intellectual property from GM-NAO? If so, please
outline specifically.




Ron,



Separately we’ve agreed to give copies of vehicle application source code to GMTG and EMS
application source code to Isuzu. All framework and other code we’ve attempted to keep separate.
There are requests from GMTG to give them the EMS application source code also. We have told Isuzu
we cannot do that until we have a letter of authorization from Isuzu specifically allowing us to do
this. I believe that these letters are (or have) been written.




Tom




                    
Forwarded by Thomas J Puza/DELCO on 06/25/98 02:15 PM                     




	 	 	 	 	 
	

	 	 

Ron W Cox
 

06/24/98 11:19:51 AM
	 	  
	 

	 	 	 	 





To: Thomas J Puza

Subject: Delphi-D Intellectual Property




Delphi DE Confidential



I am assisting Tom Binasio in identifying any intellectual property deals that may have been made
recently with regard to the ownership of software. Specifically we
need to know by 5:00 PM today
(Wed. 6/24/98) any deals made to exchange or to purchase intellectual property from GM-NAO.




 









 




I am currently checking on the history of the CAN and Key-Word 2000 (KW 2000) communications
software modules.



The CAN software was first developed by our Software Reuse group led by David Gray. The first use
of the CAN software driver developed was for GMPT-Lansing Line Engine PCMs as part of our
commitment to supply the Hardware IO software. The KW 2000 software was first developed by our
software group in Luxembourg led by Roland Millen for Opel applications. The KW 2000 software was
then used on GMPT-Lansing Line Engine PCMs as part of our commitment to supply the Hardware IO
software. These modules were not part of the software that we were contracted to provide when GMPT
decided not to provide the application software for MY 2000-2002 Line Engine programs. Other uses
of CAN and KW 2000 software other than GMPT-Lansing applications include the Isuzu 2000 V6, CVT, and
Daewoo MR 140 programs. If this history is incorrect in any way, please contact me at once.




Ron Cox




To:




Tom Binasio/DELCO@DELCO




cc:




Category:





 









 








			
	 	 	 
	
	 	memo






	 	 	 
	Date:

	 	November 11, 1996
	 
	To:

	 	Lauren Bowler
	 
	From:

	 	Linda Dinger
	 
	Subject:

	 	O2S Thermal Model for Use by GMPTG Premium V Product Team
	 
	c:

	 	D. Maschoff, S. Mahan, P. Peterson, A. Verma





Delphi-E’s Exhaust Oxygen Sensor Thermal Model provides a temperature map of the complete sensor
based on exhaust gas temperature, heater power and boundary conditions from the exhaust gas and the
outside environment. The model includes temperature dependent material properties (some of which
are proprietary to Delphi-E), and heat exchange between the surfaces of all the internal components
of the sensor. At this time Delphi-E has invested over $60K to define and enhance this model as a
useful engineering tool.



At the request of GMPTG Premium V Product Team, Delphi-E will make a copy of this model available
to them for their use only. The model and any variations of the model or results of using the model
will not be disclosed to third parties without the express written permission of the Delphi-E Chief
Engineer, Exhaust Engineering. Premium V personnel have agreed to share with us any
additions/modifications to the model and inform us of any findings based on exercising the model
that could impact our sensor design.



The model will be delivered on a floppy, tape or via Lotus Notes by 15NO96.




	 	 	 
	/s/ Linda M. Dinger
 

Linda M. Dinger


Chief Engineer

Exhaust Subsystems Engineering

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	agreed:
	 	/s/ Samuel R. Winegarden
 

Samuel R. Winegarden
	 	Date:
	 	11/12/96
 

	 	 
	 	 	 	 	Chief Engineer, Premium V Product Team	 	 
	 

	 	 	 	GM Powertrain Group	 	 	 	 	 	 






 









 





Schedule K
— Fuel Cell Relationship




8/6/98 Global Fuel Cell Research, Development and

Commercialization Program




and




November 5,
1998 letter relating to

Fuel Cell Agreement




(6 pages attached)




 









 










Arbitrated by H. J. Pearce




GLOBAL FUEL CELL RESEARCH DEVELOPMENT AND

COMMERCIALIZATION PROGRAM



This
Program Agreement is between General Motors Corporation (GM), represented by its Global
Alternative Propulsion Center (GAPC) under the umbrella of General Motors Global Research and
Development and Delphi (DELPHI), an independent company.



The Purpose of the Program is the research and development activity necessary to place a GM
manufactured vehicle in commerce which is powered by a Fuel Cell Propulsion System.




Section 0 — Preamble



This Agreement defines the rights and relationships that assure the following Goals:





	 	•	 	GM ownership and control of the Fuel Cell Propulsion System and related technologies.
	 
	 	•	 	GM control of the commercialization of the Fuel Cell Propulsion System and related technologies.
	 
	 	•	 	GM control of non-GM enablement in the Fuel Cell Propulsion System and related technologies.
	 
	 	•	 	Maximized return for all developing parties while controlling commercialization of the Fuel Cell
Propulsion System and recognizing that GM must be able to offer the most competitive product.
	 
	 	•	 	Maximized application of Worldwide Purchasing to the extent consistent with GM control of key
technology, the desire to minimize enablement of non-GM parties and good business sense.





Section 1 — Definitions



The following terms have the following meanings:





	 	•	 	Fuel Cell Propulsion System — a Fuel Cell Subsystem and Electric Drive System.
	 
	 	•	 	Fuel Cell Subsystem — a fuel processor, stack, ancillary components, sensors and controls.
	 
	 	•	 	Electric Drive System — a drive motor and power electronics.
	 
	 	•	 	Enablement — the transfer of Technical Information outside of GM which is sufficient to allow a
party to develop or manufacture a key component of the Fuel Cell Propulsion System.
	 
	 	•	 	Global Alternative Propulsion Center — an organization under the GM
Global Research and
Development umbrella, having the organizational structure included as Attachment A.





Section 2 — Implementation



The Program will be performed by the GAPC.





	 	•	 	All research, development and commercialization activities, and related expenses, have been
transferred to GAPC.
	 
	 	•	 	Initially, two Co-Directors will be responsible for the implementation of the
Program. The Co-Directors report to Peter Hanenberger, Executive Vice President, GMIO and Chairperson,
GM
Vehicle Technology Strategy Board.
	 
	 	•	 	Delphi will be represented on the Steering Committee, with the intent to
facilitate cooperation
between the Units, until such time that Delphi is no longer partially owned by GM.
Thereafter,
Delphi will be requested to serve in an advisory role consistent with its development
partner status.










 









 












	 	•	 	GAPC includes Program specific administrative support functions to assure
continuity and
consistency across the Program and to maximize the effectiveness of Program
efforts.






— Functions include:




	 	a)	 	Program Management
	 
	 	b)	 	Worldwide Purchasing
	 
	 	c)	 	Finance
	 
	 	d)	 	Legal — Commercial
	 
	 	e)	 	Legal — Intellectual Property
	 
	 	f)	 	Marketing and Planning
	 
	 	g)	 	Administration/Personnel






	 	•	 	Recognizing that Delphi supported an active Fuel Cell Subsystem development program
in Rochester, NY, it is the intent to utilize the Fuel Cell Resources (people and
facilities) of this prior program so as not to disrupt activities underway. These
Delphi Fuel Cell Resources were transferred, effective November 1, 1997, to GAPC and
are under the direct management of the two Program 

Co-Directors. The Fuel Cell
Resources (people and facilities) are, and shall remain, the property of GM.
	 
	 	•	 	The GAPC, based on discussions with the Steering Committee and the VTSB,
shall define those
components/systems for which the Worldwide Purchasing process shall apply.
	 
	 	•	 	GM recognizes that Delphi may require technical resources and
support from GM
to competitively
manufacture components, and GM agrees to work with Delphi as a development supplier in this
regard.





Section 3 — Funding Commitment



3.1 The Program will be 100% funded by GM.



3.2 Given Delphi’s contribution, Delphi will receive a minimum of 25% of the volume for specific
components
they want to and are able to manufacture for the first two major vehicle programs (charter life
cycle volumes
minimum 100,000) if Delphi is able to meet quality, service and price of the competitively
benchmarked
components in question. For those components where the WWP process as not utilized and Delphi is
the sole
source, Delphi shall be required to meet mutually agreed to benchmarked QSP targets 3.5. It is the
intent of the
GM President’s Council (GMPC) that Delphi will receive an equitable return for its investment in
the Program.
Such return:





	 	•	 	Will be determined by the GMPC
	 
	 	•	 	Will recognize the goals set forth in this Policy Statement
	 
	 	•	 	May take into account GM’s actual commercialization strategy.
	 
	 	•	 	May take into account the actual contribution by Delphi towards the realization of the Program
Purpose.




3.3 Recognizing from an internal, organizational perspective, that Delphi’s prior support has led to
existing technology and expertise which will accelerate the overall development of the Program, and
recognizing that Delphi has transferred all Fuel Cell Resources to GAPC, Delphi will receive no
rebill from GM of the GAPC’s expense.





i) As a development supplier to GM, Delphi may be obligated to participate fully in the
development of the components which they will supply and to participate fully in early,
non-major vehicle programs. Such participation is recognized as necessary so Delphi can
develop its current core component product competencies around the component needs of GM’s
Fuel Cell Propulsion System.




2









 








Section 4 — Technology Portfolio




4.1 For the purposes of this Agreement, the Technology Portfolio will consist of, but not be limited to:





	 	•	 	Patents and Patent Applications.
	 
	 	•	 	Trade Secrets.
	 
	 	•	 	Technical Information (Know-how).
	 
	 	•	 	Copyrights (Software).





4.2 For the purposes of this Agreement, the GM Technology Portfolio will include the following:





	 	•	 	GAPC Program generated technology.
	 
	 	•	 	Background technology (pre-Program technology).
	 
	 	•	 	Third Party technology.


	 
	 	 	 	 

     -co-developed with GM.
	 
	 	•	 	All GAPC personnel





4.3 The GM Technology Portfolio will be owned by the GMPC




4.4 For the purposes of this Agreement, the Delphi Technology Portfolio will include the following:





	 	•	 	Delphi generated technology which Delphi, as a supplier to GM, develops in
support of GAPC from
the date of this agreement going forward.
	 
	 	•	 	License to GAPC Technology Portfolio which is limited to that required
to work the Delphi
generated technology.
	 
	 	•	 	Delphi has the right to engage in any new Independent Research, Development
or Supply Projects
alone, or with non-GM parties and the technology developed in such programs is included in the
Delphi Technology Portfolio defined in this Section.
	 
	 	•	 	All Delphi personnel




4.5 The
Delphi Technology Portfolio will be owned by Delphi.



4.6 GMPC ownership of the GM Technology Portfolio and Delphi ownership of the Delphi Technology
Portfolio
will include the control of:





	 	•	 	The permitted “use” of technology from the respective Technology Portfolios, including:






	 	-	 	Licensing of technology.
	 
	 	-	 	Contractual relationships with non-GM or non-Delphi parties:






	 	-	 	joint engineering projects and ventures.
	 
	 	-	 	joint marketing projects and ventures.
	 
	 	-	 	sourcing of components.
	 
	 	-	 	sales of manufactured components.




4.7 GM fully understands that Delphi wants to be a major manufacturer of fuel cell subsystems to GM
and other
OEMs. Any commercialization of the GM Technology Portfolio by Delphi for non-GM parties must first
be approved by GMPC and will be subject to a royalty fee which:





	 	•	 	Will be shared within GM based on the pro rata funding allocation.
	 
	 	•	 	Will, as determined by the GMPC, be paid in the form of either a running
royalty or a fixed, up
front charge of equivalent economic value.




3









 











Section 5 — Miscellaneous




5.1 Independent Research





(A) Delphi retains the right to engage in any new Independent Research and Development
Projects alone
or with non-GM parties.




(B) Previous Delphi Independent Research and Development Projects need to be
completed
independently of the GAPC as soon as practical.



5.2 Confidentiality





(A) It is recognized that this agreement will be disclosed as part of the contemplated IPO
of Delphi.


The above Policy Statement is supported and agreed to by the GMPC and by
Delphi:



President Council of General Motors Corporation




	 	 	 
	/s/
Harry J. Pearce
 


	 	 






Date:
August 6, 1998



4









 
























 











			
	 	 	 
	
	 	Inter-Organization






	 	 	 
	Date:

	 	November 5, 1998
	 
	 	 
	Subject

	 	Fuel Cell Agreement
	 
	 	 
	To.

	 	J. T. Battenberg III
	 
	 	 
	From:

	 	H. J. Pearce





This is in reply to your request that GM provide a side letter to
document and explain what actions will be taken to insure the intent of the GM President’s Council that
Delphi receive an equitable return on its investment in GM’s Fuel Cell Program. The Delphi
investment refers to the contribution by Delphi in November 1997
of its intellectual property
and advanced engineering resources on fuel cells to the Global Alternative Propulsion Center (GAPC).



As
indicated in my August 6, 1998, arbitration of the original fuel cell agreement, GM recognizes
that Delphi may require technical assistance, resources and support
from GM to competitively
manufacture a minimum of 25% of the volume for fuel cell components and sub-systems that Delphi
wants to and is able to manufacture. Accordingly, the following actions will be taken by GM to
support Delphi in this regard:





	1.	 	A non-exclusive license to the presently-existing
GAPC technology portfolio shall be provided
to Delphi in
respect of the fuel cell subsystem (i.e., the fuel processor, suck sub-system integration
auxiliary components,
sensors and controls) consistent with Delphi’s research and development activities
prior to the formation of the GAPC. This license can only be utilized by Delphi to meet
GM’s production requirements. Any enablement to commercialize
these sub-systems outside of GM
would require the prior consent of GM.






	2.	 	Going forward, Delphi will have the opportunity to participate in all elements of the fuel
cell subsystem
development at GAPC. Such participation will require that GAPC provide Delphi with access to
its
development activities and that Delphi fully contribute the necessary resources and
participants to further the
development of this activity.
	 
	 	 	Provided that Delphi cooperates on this basis as a preferred development partner, it is the
expectation of WWP that Delphi will be awarded a minimum of 25% of the volume for those
sub-systems and components which have been so co-developed, it is the intention of both GM and
Delphi that by having Delphi work together closely as a preferred development partner, all QSP
targets will be met or exceeded.






	3.	 	In recognition of the unique position Delphi will enjoy as a
preferred development partner so
that it can receive
an equitable return on its prior investment in the program, GM will make its best effort to
make available
third-party technology licensed or purchased by GAPC to Delphi so
that the minimum 25% volume
commitment can be achieved. Such technology shall not be utilized to enable any entity
outside of GM without the prior consent of GM. Delphi is obligated to work closely with
GAPC to insure and third-party concerns on confidentiality,
enablement, etc., are addressed.




The
foregoing represents the basic elements of GM support to be provided to Delphi to insure that
the objectives of the GM/Delphi fuel cell agreement are achieved.




c: H. R. Kutnee




General
Motors Corporation
          100
Renaissance Center      P.O. Box 100
      Delphi Michigan 46265-1000




 









 





Schedule L — Licensed Software Tools




	 	 	 
	Cal-DS

	 	Calibration Development System
This is a configuration management system for calibration data. Among its
functions are receiving a software bundle from DDE for a new version of released
software; revision control of calibration data, transferring calibration data
values from one software version to another; and releasing production calibration
data back into the Delco Electronics Corporation Software Release system for use
by Manufacturing, Assembly Plants, Service, etc.
	 
	 	 
	DSDS

	 	Distributed Software Development System


This is configuration management system for software development. It provides
version control of software modules; build control of software programs;
automated dependency information, etc.
	 
	 	 
	Modula-GM

	 	This is a custom software language developed for Delco Electronics Corporation by
Intermetrics, Inc. for development of software for embedded systems. Its use is gradually
being phased out in favor of C.
	 
	 	 
	CalDef

	 	This is a custom language used within a C program to define calibration
constants in a syntax which can be read by the i61gen tool.
	 
	 	 
	i61gen

	 	This tool reads output files from C compilers and linkers along with information
found in the CalDef portions of C programs and outputs an IEEE69S compatible
file. This generated file is then used by tools such as Cal-DS and CalTools
(owned by EDS) which are needed in the calibration development activities.
	 
	 	 
	CalRel

	 	This is a tool which generates a “software bundle” which is then input to Cal-
DS. Essentially this is the link between the software development activity and
the calibration development activity.






 









 






Schedule M — Infringement Suits and Claims




	 	 	 
	(1)

	 	LucasVarity, U.S. Patent
No. 5,575,358, Brake Caliper
	 
	 	 
	(2)

	 	Denso, U.S. Patent Nos. 4,926,076, 4,549,103, CS130D Generator
	 
	 	 
	(3)

	 	Autosmart Light Switches.
Inc., U.S. Patent Nos. 5,614,788, 5,438,237, 5,185,558,
5,136,209,
4,956,562, Rainsense components
	 
	 	 
	(4)

	 	Matsushita Electric Industrial Co. Ltd., U.S. Patent Nos. 4,314,870, 4,312,692,
mounting
electronic components
	 
	 	 
	(5)

	 	RPI. Inc., U.S. Patent No. 5,773,983, Electrical Transfer Switch
	 
	 	 
	(6)

	 	Martell, U.S. Patent Nos. 4,949,067, 4,785,282, Caution Light System
	 
	 	 
	(7)

	 	Li, U.S. Patent No. 4,946,800, CMOS Submicron Process
	 
	 	 
	(8)

	 	Thomson Consumer Electronics
Sales GmBH, German Patent Nos. DE 3309406, DE 3432848,
3448043, European Patent Nos. EP 0294511, 0293464, 0233967, and corresponding
patents, German Trademark Registration Nos. 1143239, 1145044 and related
registrations, Vehicle Radio Data Systems
	 
	 	 
	(9)

	 	Saf-T-Net Co., U.S. Patent
No. 4,523,178, Vehicle Panic Alarm
	 
	 	 
	(10)

	 	Ergenix, Inc., trademark infringement for Delphi use of “Ergenix”
	 
	 	 
	(11)

	 	Takata Restraints Systems, U.S. Patent No. 5,110,647, Layer Molded SIR Covers
	 
	 	 
	(12)

	 	Gain Technologies, several U.S. Patents relating to gas assisted injection molding
	 
	 	 
	(13)

	 	Patent Holding Co., U.S.
Patent Nos. 5,501,485, 5,498,026, Air Bag Covers
	 
	 	 
	(14)

	 	Takata Restraints Systems,
U.S. Patent No. 5,060,971, Air Bag Cover Tear Seam
	 
	 	 
	(15)

	 	Autoliv, Patent
No. WO96/26087, Head Air Bag Assemblies
	 
	 	 
	(16)

	 	INA, European Patent No. 715 681, Tappet
	 
	 	 
	(17)

	 	Toyoda Automatic Loom Works. Ltd., Japanese Patent Nos. 2 6 11 382, 1 515 118, and
1 511 797,
Laid Open European Patent Application No. 0 713 972, Compressor (CVC)
	 
	 	 
	(18)

	 	Modine, U.S. Patent No. 4,887,588, European Patent No. 0219 974B1, Condenser
technology
	 
	 	 
	(19)

	 	Rhodia, French Patent EP 0207857, powder consisting of ceria, zirconia, and
lanthanum oxide
	 
	 	 
	(20)

	 	Fruedenberg, DE Patent No. 42 29 110 Cl, Solenoid Valve for Canister Purge
	 
	 	 
	(21)

	 	Honeywell, U.S. Patent Nos.
DES 339,995, 5,279,155, 4,914,947, 4,856,328, 4,825,693,
4,683,159, 4,651,564, 4,624,137, 4,581,928, 4,556,320, 4,501,144, 4,478,077,
4,472,239, Bidirectional Air Flow Meter
	 
	 	 
	(22)

	 	Clifford Electronics, U.S. Patent Nos. 5,650,774, 4,383,242, Vehicle Security Systems
	 
	 	 
	(23)

	 	Perfection Spring and
Stamping/Exacto, U.S. Patent No. 4,489,327, Return Spring
	 
	 	 
	(24)

	 	Mantuuruk, Trade Secret, cold forming of valve lifters
	 
	 	 
	(25)

	 	McDoueal, U.S. Patent Nos.
4,471,737, 4,718,381, 4,809,662, 4,960,093, 4.993,371, 5,029,567, 5,085,192, 5,133,322, Engine cylinder knock sensing
with window sensing including global control






 









 





Schedule N — Engineering Documents




(3 pages attached)




 









 





Eng. Doc. Types




	 	 	 
	Document	 	 
	Type	 	Description
	Customer Reqmt’s — Vehicle & System

	 	Characteristics of specific parts or systems
	FMEA (Design & Process)
	 	 
	Eng. Systems Source Code

	 	Product Source Code
	Engineering Center Layouts

	 	Facility
	Equip. Calibration (Lab)
	 	 
	Gauge Qualification Reports (Production)

	 	Done continuous
	Machine Qualification Reports

	 	Done initially
	Forms — Master Index
	 	 
	Intellectual Property Info
	 	 
	Meeting Minutes

	 	Any minutes responsible by eng.
	Design Review records

	 	Delphi PDP
	Gate Review records

	 	Delphi PDP
	Organization Charts
	 	 
	PPAP
	 	 
	Procedures
	 	 
	 
	Process Flow Chart

	 	Flow diagram of equipment used to
create a part
	 
	Product Test Reports
	 	 
	 
	Product Validation Plans

	 	Validation: Ensuring your product performs to

the expected requirements in the customer use

environment
	Product Validation Results

	 	Summary of the results of appropriate testing,
	 

	 	analysis, etc.
	 

	 	Virtual Document linking to many diff.
	Validation File

	 	documents
	 

	 	Verification: Design outputs meet
	Design Verification Plan/Results

	 	specifications listed in customer req.
	Technical / Business Reports
	 	 
	Presentations Tech. and Bus.
	 	 
	Validation Test/Software Algorithms

	 	LAB tests
	Production Test/Software Algorithms

	 	Production tests
	Warranty Analysis Reports
	 	 
	Project Plans / Schedules
	 	 
	Project Folder (Notebook)

	 	Virtual Document of many different documents
	Process Routings

	 	Routing of material through product creation
	Customer Supplied CAD Data
	 	 
	Design Analysis Model/Data
	 	 





Page 1



 









 





Eng. Doc. Types




	 	 	 
	Analysis Source Code

	 	Custom code
	Analysis executables

	 	Custom executables
	EBOM (a.k.a. ABL, parts list, stock lists)
	 	 
	Equip./Tooling Design 2D CAD
	 	 
	Equip/Tooling Design Math Data
	 	 
	Product Design 2D CAD
	 	 
	Product Design Math Data
	 	 
	Design Analysis Reports / Findings
	 	 
	Equip/Tooling Drawings/Images
	 	 
	Product Design Drawings/Images
	 	 
	Product Action Authorization
	 	 
	Engineering Release

	 	Product Release
	Change Authorization

	 	Product change authorization (EWO)
	Work Orders/Requests

	 	Financial & Work description
	Process Control Plans
	 	 
	Eng. Sale Samples Orders/Shipping Doc.s
	 	 
	Purchasing Requisitions

	 	Description of what you ordered
	Eng. Forecast (Financial, etc.)
	 	 
	BOP (level 1,2,3)
	 	 
	 
	Test Incident Reports

	 	Global, issue resolution team is working on this
	Quality Control Instructions (QCI)
	 	 
	 

	 	pertaining to the quality requirements related to
	Quality Specifications (referenced on product dwgs)

	 	end product
	 

	 	pertaining to the build process of end product
	Process Specifications

	 	includes Mixed specifications
	 

	 	pertaining to the test requirements that parts
	Test Specifications (referenced on product dwgs)

	 	must meet
	 

	 	End Product Material Specifications, Material
	Material Specifications (referenced on product dwgs)

	 	spec group is working on this
	 

	 	Along with M-Specs, material description for
	 

	 	ordering, Material spec group is working on
	Purchase specifications

	 	this
	 

	 	pertaining to the equipment to build parts. End-
	Equipment Specifications

	 	product testing equipment
	Tooling Specifications

	 	pertaining to the tooling to build parts
	 

	 	pertaining to the controls on equipment used to
	Controls Specifications

	 	build parts
	 

	 	inputs to drive outputs described in
	Requirements Templates

	 	cust/vehicle specifications





Page 2



 









 





Eng. Doc. Types




	 	 	 
	Delphi PDP Documents

	 	Product Development Process
	Process Layout

	 	Physical arrangement of equipment
	PSPT
	 	 
	Spare Parts List

	 	Spare parts related to mfg. equipment
	PM Plans

	 	Preventative Maintenance
	 

	 	Reports done comparing our product/process
	Technical Benchmarking Reports

	 	to competitors
	 
	Standards
	 	 
	Regulatory St’ds (MVSS, etc.)
	 	 
	 

	 	Common requirements far all parts supplied to
	Customer
Specifications (GM, Chrysler, Ford, Opel, Toyota, .....)

	 	customer
	Specifications: .(SAE, ASTM, AA, )
	 	 
	Design Standards
	 	 
	Legal Standards
	 	 
	International Standards (ISO, JASCO, .....)
	 	 
	QS-9000 Standard
	 	 
	GP Standards
	 	 
	GMUTS Standards
	 	 





Page 3



 









 





Master Restructuring Agreement




Exhibit 5.01(a)(xiv) 

Real Estate Assignment and Assumption Agreements




 









 





EXHIBIT 5.01(a)(xiv)



Real Estate-Related Assignment and Assumption Agreements





	1.	 	Assignment and Assumption between General Motors Corporation (“GM”) and
Delphi Automotive Systems LLC (“DAS”), dated December 10, 1998, with
respect to Lease between 1401 Troy Associates Limited Partnership, as Landlord,
and GM, as Tenant, dated June 1,1989, as amended, covering premises located at
1401 Crooks Road, Troy, Michigan
	 
	2.	 	Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Warehouse Building Lease between Opus South Corporation, as
Landlord, and GM, as Tenant, dated February 1, 1994, as amended, covering
premises located at Butterfield Trail Industrial Park, El Paso, Texas
	 
	3.	 	Assignment of Lease and Termination of Sublease Agreement between GM and
DAS, dated May 28, 1999, with respect to Sublease between GM, as Sublessor,
and DAS, as Sublessee, dated December 10, 1998 (under prime lease between
Detroit and Mackinac Railway Company, as Lessor, and GM, as Lessee, dated
June 26, 1998), covering premises located at 12501 East Grand River Avenue,
Brighton, Michigan
	 
	4.	 	Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease between John E. Benz, as Landlord, and GM, as Tenant,
dated September 28, 1998, covering premises located at 3535 Kettering
Boulevard, Moraine, Ohio
	 
	5.	 	Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease between Orix GF Warren Venture, as Landlord, and GM, as
Tenant, dated November 26, 1997, covering the Delphi Packard Electric Systems
Research Building located in Warren, Ohio
	 
	6.	 	Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated April 1, 1975, as
amended, covering the Water Pollution Facility located in Limestone County,
Alabama
	 
	7.	 	Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated September 1, 1977, as
amended, covering Plants 21 and 22 located at U.S. Highway 31 North,
Limestone County, Alabama




 









 






	8.	 	Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated May 1, 1974, as
amended (the “May 1, 1974 Lease Agreement”), originally covering
approximately 319.1736 acres of land and buildings constructed thereon in
Limestone County, Alabama;
	 
	9.	 	Assignment and Assumption between GM and DAS, dated February 16, 2007,
with respect to Additional Equipment Lease Agreement between The Industrial
Development Board of the City of Athens, as Landlord, and GM, as Tenant, dated
September 1,1977, covering certain items of machinery and equipment for use in
the buildings in Limestone County, Alabama leased pursuant to the May 1, 1974
Lease Agreement
	 
	10.	 	Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease between The Industrial Development Board of the City of
Athens, as Landlord, and GM, as Tenant, dated August 8, 1975, as amended,
covering approximately 22.1 acres of land in Limestone County, Alabama
	 
	11.	 	Assignment and Assumption between GM and DAS, dated December 10, 1998,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated September 1,1977, as
amended, covering approximately 70,2824 acres of land and buildings
constructed thereon in Limestone County, Alabama
	 
	12.	 	Assignment and Assumption between GM and DAS, dated February 16, 2007,
with respect to Lease Agreement between The Industrial Development Board of
the City of Athens, as Landlord, and GM, as Tenant, dated December 1,1981, as
amended, covering machinery and equipment and additions to the buildings
pursuant to the May 1,1974 Lease Agreement





 









 





ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, GENERAL MOTORS CORPORATION, whose address is 3044 West
Grand Boulevard, Detroit, Michigan 48202 (“Assignor”), hereby assigns, upon the terms and
conditions herein contained, to DELPHI AUTOMOTIVE SYSTEMS LLC, whose address is 5725 Delphi Drive,
Troy, Michigan 48098 (“Assignee”) its entire right, title and interest, as Tenant, in and to that
certain Lease more particularly described on Exhibit “A” hereto (the “Lease”). The terms and
conditions above referred to are as follows:



     A. This Assignment shall be effective as of January 1,1999 (the “Effective
Date”).



     B. Assignee hereby assumes and agrees to perform all of the obligations of
Tenant under the Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or out of
any occurrence in, upon or at the premises covered by the Lease arising prior to the
Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or out of
any occurrence in, upon or at the premises covered by the Lease from and after the
Effective Date.



Dated: DEC 10, 1998




	 	 	 	 	 	 	 
	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 
	/s/
C. P. Schwartz
	 	By:
	 	/s/ John J. Dues	 	 
	 


	 	 	 	 

General Director
	 	 
	 

	 	 	 	World wide Real Estate	 	 
	 
	 	 	 	 	 	 
	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	By:
	 	/s/
Edward J. O’Neill
	 	 
	 

	 	Its:
	 	Director Real Estate	 	 
	 

	 	 	 	 

	 	 
	 	 	EXECUTION RECOMMENDED 

WORLDWIDE REAL ESTATE
	 

 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. P. Schwartz
 

	 	 






 









 






EXHIBIT “A”



Lease between 1401 TROY ASSOCIATES LIMITED PARTNERSHIP, as Landlord, and GENERAL MOTORS
CORPORATION, as Tenant, dated June 1,1989, as amended, covering premises at 1401 Crooks Road, Troy,
Michigan.





 











 










January 25,1999




VIA CERTIFIED MAIL




1401 Troy Associates Limited Partnership

200 Franklin Center

29100 Northwestern Highway

Southfield, Michigan 48034





			
	RE:	 	Assignment of Lease

Assignor: General Motors Corporation

Assignee: Delphi Automotive Systems LLC 

1401 Crooks Road Troy, MI.

GMC File No. REl4159





Dear Sir/Madam;



This is to inform you that Delphi Automotive Systems, formerly a division of General Motors
Corporation, has recently become a separate legal entity known as Delphi Automotive Systems LLC.



Effective
January 1, 1999, General Motors Corporation has assigned its interest in the above
referenced Lease to Delphi Automotive Systems LLC. A photocopy of
the  Assignment and
Assumption document is enclosed for your records.



Please
direct any future notices in connection with the above referenced
Lease to Delphi Automotive
Systems LLC at the following address:



Delphi Automotive Systems LLC

5725 Delphi Drive

Troy, Michigan 48098

Attn: Assistant Corporate Counsel-Commercial Practice



Thank you
for your attention to this matter. Please contact me at
(313) 556-[ILLEGIBLE] if you require
any further information.




Very truly yours,

/s/ Betty
Stichler         

Betty Stichler




cc: Edward O’Neill




Worldwide
Real Estate • 485 W. Milwaukee Avenue —
Detroit Michigan 48202 — (313)556-5000 • Fax — [ILLEGIBLE]




 









 








ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, GENERAL MOTORS CORPORATION, whose address is 3044 West
Grand Boulevard, Detroit, Michigan 48202 (“Assignor”), hereby assigns, upon the terms and
conditions herein contained, to DELPHI AUTOMOTIVE SYSTEMS LLC, whose address is 5725 Delphi Drive,
Troy, Michigan 48098 (“Assignee”) its entire right, title and interest, as Tenant, in and to that
certain Lease more particularly described on Exhibit “A” hereto (the “Lease”). The terms and
conditions above referred to are as follows:



     A. This
Assignment shall be effective as of January 1, 1999 (the “Effective Date”).



     B. Assignee hereby assumes and agrees to perform all of the obligations of Tenant under the
Lease from and after the Effective Date.



     C. Assignor
shall indemnify Assignee, its officers, directors, stockholders, representatives,
agents and employees and save them harmless from and against any and all claims, actions, damages,
liability, costs and expenses, including reasonable attorney’s fees, in connection with any
obligations of Tenant under the Lease and all losses, including loss of life, personal injury
and/or damage to property, arising from or out of any occurrence in, upon or at the premises
covered by the Lease arising prior to the Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders, representatives,
agents and employees and save them harmless from and against any and all claims, actions, damages,
liability, costs and expenses, including reasonable attorney’s fees, in connection with any
obligations of Tenant under the Lease and all losses, including loss of life, personal injury
and/or damage to property, arising from or out of any occurrence in, upon or at the premises
covered by the Lease from and after the Effective Date.



Dated: December 10, 1998




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
C. P. Schwartz
 


	 	 	 	By:
	 	/s/ John J. Dues
 

JOHN J. DUES, General Director
	 	 
	 

	 	 	 	 	 	Worldwide Real Estate	 	 
	 

 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
[ILLEGIBLE]
 


	 	 	 	By:
	 	/s/ Edward J. O’Neill
 


	 	 
	 
	 	 	 	Its:	 	Director Real Estate	 	 
	 
	 	 	 	 	EXECUTION RECOMMENDED 

WORLDWIDE REAL ESTATE	 	 
	 

 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Conrod P. Schwartz
 

	 	 






 









 






EXHIBIT “A”



Warehouse Building Lease by and between Opus South Corporation, as Landlord, and GENERAL MOTORS
CORPORATION, as Tenant, dated February 1,1994, as amended, covering premises at Butterfield Trail
Industrial Park, El Paso, Texas.





 









 








ASSIGNMENT OF LEASE AND

TERMINATION OF SUBLEASE AGREEMENT




     THIS
AGREEMENT, made and entered into this
28th day of May, 1999, by and between General
Motors Corporation, a Delaware corporation, whose address is 3044 West Grand Boulevard, Detroit,
Michigan 48202 (“GM”), and Delphi Automotive Systems, LLC, a Delaware limited liability company
whose address is 5725 Delphi Drive, Troy, MI 48098 (“Delphi”). 


WITNESSETH:



     WHEREAS, GM, as Lessee, did hereto before enter into a Lease dated June 26, 1998, with
Detroit and Mackinac Railway Company, as Lessor, (the “Lease”), covering premises consisting of a
178,560 square foot office, light industrial, warehouse facility commonly known as 12501 East
Grand River Avenue, Brighton, Michigan (the “Premises”), which Premises are move particularly
described in the Lease;



     WHEREAS, GM and Delphi did heretofore enter into a certain Sublease dated December 10, 1998
(the “Sublease”) covering the Premises; and



     WHEREAS, the parties hereto are presently desirous of cancelling and terminating the Sublease
and, in addition, are desirous of entering into an agreement in which GM shall assign its interest
in the Lease to Delphi.



     NOW, THEREFORE, for and in consideration of the covenants herein contained and other good and
valuable considerations, the receipt and adequacy of which are confessed by each of the parties
hereto, it is agreed as follows:



     1. The
Sublease shall be and the same is hereby cancelled and terminated effective as of the
date of this Agreement.



 









 






     2. As of the date of this Agreement, GM does hereby assign all of its right, title and
interest in the Lease unto Delphi, and Delphi does hereby assume all of the terms, covenants and
conditions of GM as Lessee under the Lease arising from and after the effective date of such
assignment.



     3. This Agreement is contingent upon the Lessor under the Lease consenting to the above
assignment of the Lease.



     IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the day and year first
above written and declare this Agreement to be binding on them, their respective successors and
permitted assigns.




IN THE
PRESENCE OF:


	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GENERAL MOTORS CORPORATION, 
a Delaware
corporation	 	 
	 
	 	 	 	 	 	 	 	 
	
 

/s/ [ILLEGIBLE]

	 	 	 	By:	 	/s/ Conrod P. Schwartz
 


	 	 
	
 

[ILLEGIBLE]

	 	 	 	Its:
	 	
 

Director
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE
SYSTEMS, L.L.C., 

a Delaware
limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 

[ILLEGIBLE]

	 	 	 	By:

Its:
	 	/s/ Edward J. O’Neill
 

Director, Real Estate
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EXECUTION RECOMMENDED 

DELPHI REAL ESTATE	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Conrod P. Schwartz
 

	 	 






 









 






CONSENT OF LESSOR




     The undersigned, Detroit & Mackinac Railway Company, does hereby consent to the assignment of
General Motors Corporation’s interest in the Lease dated June 26, 1998, for 12501 East Grand River
Avenue, Brighton, Michigan, to Delphi Automotive Systems, LLC.



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	IN THE PRESENCE OF:	 	 	 	DETROIT & MACKINAC
RAILWAY COMPANY,


a Michigan railroad corporation	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Jennifer M. Johnson
 

JENNIFER M. JOHNSON

	 	 	 	By:

Its:
	 	/s/ [ILLEGIBLE]
 

VICE PRESIDENT
	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ B. Lynn Straebel
 

B. LYNN STRAEBEL

	 	 	 	 	 	 	 	 






 









 






 12501
East Grand Rivez Avenue,

 Brighton, Michigan

SUBLEASE





     THIS
SUBLEASE, made this 10 day of December, 1998, by and between
GENERAL MOTORS CORPORATION,
a Delaware corporation, whose address is 3044 West Grand Boulevard, Detroit, Michigan 48202
(hereinafter referred to as “Sublessor”) and DELPHI
AUTOMOTIVE SYSTEMS LLC, a Delaware limited
liability company, whose address is 5725 Delphi Drive, Troy, Michigan 48098 (hereinafter referred
to as “Subtenant”).



W
I T N E S S E T H:




     WHEREAS, Detroit & Mackinac Railway Company (hereinafter referred to as the “Prime
Landlord”), as lessor, and Subtenant, as lessee, entered into that certain lease dated June 26,
1998, covering property commonly known as 12501 East Grand River Avenue, Brighton, Michigan (such
Lease is hereinafter referred to as the “Prime Lease” and the premises covered thereby are
hereinafter referred to as the “Premises”); and



     WHEREAS, Sublessor wishes to sublet the Premises to Subtenant and Subtenant wishes to
sublease the same from Sublessor upon all of the terms and provisions
herein set forth.



     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:



     1. (a) Sublessor hereby subleases to Subtenant and Subtenant hires from Sublessor the
Premises for a term which commences January 1, 1999 (hereinafter referred to as the “Commencement
Date”) and expires June 29, 2001.



          (b) Sublessor hereby grants Subtenant the right to extend the term of this Sublease for (i)
the period from June 30, 2001, to June 29, 2002, (ii) the period from June 30, 2002, to June 29,
2003, (iii) the period from June 30, 2003, to June 29, 2006, and (iv) the period from June 30, 2006,
to June 29, 2008, upon the terms, conditions and rents contained in this Sublease. Subtenant shall
exercise such right, if at all, by written notice to Sublessor at least six (6) months prior to
the expiration of then current term of this Sublease. If Subtenant shall fail to exercise any such
right, all such subsequent rights to so extend hereunder shall be of no further force or effect.




     2. Sublessor shall be deemed to have delivered the Premises to Subtenant on the Commencement
Date and Subtenant shall be deemed to have accepted the same in its then “as is, where is”
condition.



     3. The parties agree that this Sublease shall be subject and subordinate to all of the terms,
covenants, conditions and provisions of the Prime Lease and to all the title and other matters to
which the Prime Lease is subject or subordinate. A copy of the Prime Lease has been delivered to
and examined by Subtenant.



 









 





     4. (a) The terms, covenants, conditions and provisions in the Prime Lease (including, but not
limited to, the rents and other charges and the remedies provided thereunder) are incorporated
herein by reference, and shall, as between Sublessor and Subtenant, constitute the terms,
covenants, conditions and provisions of this Sublease, except to the extent that they are
inapplicable to, inconsistent with, or modified by the provisions of this Sublease. The parties
agree to observe and perform the terms, covenants, conditions and provisions on their respective
parts to be observed and performed hereunder, including, but not limited to, those terms,
covenants, conditions and provisions of the Prime Lease which are incorporated herein.



          (b) Subtenant shall, in no case, have any rights in respect of the Premises greater than
Sublessor’s rights under the Prime Lease.




          (c) To the extent the performance by Sublessor of any of the terms and conditions of this
Sublease upon the Sublessor’s part to be performed are subject and dependent upon the performance
by the Prime Landlord under the Prime Lease of the terms, covenants, conditions and provisions,
expressed or implied, of the Prime Lease on the part of the Prime Landlord under the Prime Lease to
be performed, Sublessor shall be under no obligation or liability whatsoever to the Subtenant in
the event that the Prime Landlord shall fail to perform any of such terms or conditions contained
therein on the part of the Prime Landlord to be performed, but Sublessor shall take all reasonable
actions to cause the Prime Landlord to so perform such obligations.




          (d) Sublessor agrees that it will not enter into any modification, termination or other
agreement or take any action with respect to the Prime Lease that would terminate the Prime Lease
or prevent or materially and adversely affect the use by Subtenant of the Premises in accordance
with the terms of this Sublease or materially increase the obligations or liabilities (financial or
otherwise) of Subtenant hereunder; provided, however, that Sublessor reserves the right to
terminate the Prime Lease (and this Sublease) pursuant to the terms of the Prime Lease, including,
without limitation, upon fire and condemnation but not upon the default of the Prime Landlord.




     5. Subtenant will indemnify and hold Sublessor and the Prime Landlord harmless from and
against all losses, costs, damages, expenses and liability, including, but not limited to,
reasonable attorneys’ fees, which Sublessor and/or the Prime Landlord may incur or pay out by
reason of any injury to persons or property occurring in, on or about the Premises, or by reason of
any breach or default hereunder on Subtenant’s part or by reason of any work done in or to the
Premises or any act or negligence on the part of Subtenant.



     6. Nothing contained in this Sublease shall be construed to create privity or estate or of
contract between Subtenant and the Prime Landlord. Subtenant shall not do or permit to be done any
act or thing which will constitute a breach or violation of any of the terms, covenants, conditions
or provisions of the Prime Lease.



     7. Subtenant will cause Sublessor and the Prime Landlord to be listed as an additional insured
on all public liability, property damage and fire and extended coverage insurance procured by
Subtenant relating to the Premises. Sublessor and Subtenant each hereby



2









 




releases and discharges the other and Subtenant releases the Prime Landlord of and from any
liability whatsoever hereafter arising from loss, damage or injury caused by fire or other
casualty.




     8. During the continuance of this Sublease, Subtenant shall pay the rent and other charges
payable under the Prime Lease directly to the Prime Landlord in lawful money of the United States,
as agent for and on behalf of Sublessor.



     9. Subtenant shall not cause or suffer to be caused any releases or threatened releases of
hazardous or solid waste materials or constituents, contaminants, pollutants, petroleum or
petroleum products (including derivatives or fractions thereof) or hazardous substances (“Hazardous
Material”), as defined under any applicable federal, state or local environmental law
(“Environmental Law”), in, on or about the Premises, and otherwise shall not cause, contribute to,
exacerbate or suffer any other person to cause, contribute to or exacerbate any contamination of
the ground surface, soil, air, groundwater, surface water, buildings or improvements in, on or
about the Premises. In the event of a breach of this Paragraph 9, Subtenant shall promptly notify
Sublessor and, at its sole cost and in cooperation with Sublessor, shall promptly take all
action(s) necessary under and in compliance with applicable Environmental Law to restore the
Premises to their condition prior to such breach. If Subtenant fails to promptly take such
action(s), Sublessor may take such action(s) at Subtenant’s sole cost. Subtenant shall indemnify
and defend Sublessor with respect to all releases or threatened releases of Hazardous Material or
contamination otherwise caused, contributed to or exacerbated in, on or about the Premises in
breach of this Paragraph 9.



     10. Sublessor’s refusal to consent to or approve any matter or thing, whenever Sublessor’s
consent or approval is required under the terms of this Sublease, shall be deemed reasonable if,
inter alia, the Prime Landlord has refused to give such consent or approval.



     11. (a) Notices and other communications hereunder shall be in writing and shall be given or
made by certified mail addressed to the parties at their respective addresses set forth above, or
at any other address which either party may hereafter designate for such purpose by a written
notice.



          (b) Subtenant shall promptly deliver to Sublessor copies of all notices received by
Subtenant from the Prime Landlord and copies of all notices served upon the Prime Landlord under
the terms of the Prime Lease.




     12. If for any reason the term of the Prime Lease is terminated prior to the expiration date
of this Sublease, this Sublease shall thereupon be terminated and Sublessor shall not be liable to
Subtenant by reason thereof, unless such termination shall have been effected because of the breach
or default of the Sublessor under the Prime Lease.



     13. Notwithstanding anything contained in the Prime Lease to the contrary, Subtenant shall not
by operation of law or otherwise assign, sublet, mortgage, pledge or otherwise encumber this
Sublease, without the prior written consent of the Sublessor in each instance, which approval shall
not be unreasonably withheld. Any assignment or subletting, or purported



3









 




assignment or subletting without such consent shall be void and of no effect. Notwithstanding such
assignment or subletting, Subtenant shall not be released from any and shall perform all
obligations imposed upon Subtenant hereunder.




     14. This Sublease shall be binding upon and inure to the benefit of the parties hereto and
their respective successors, successors in interest and assigns.



     IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first
above written.



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	SUBLESSOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GENERAL MOTORS
CORPORATION,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
C. P. Schwartz
 


/s/ [ILLEGIBLE] 


	 	 	 	By:
	 	/s/ John J. Dues
 

John J. Dues

General Director, Worldwide Real Estate
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EXECUTION RECOMMENDED 

WORLDWIDE REAL ESTATE	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ C. P. Schwartz
 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	SUBTENANT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE
SYSTEMS LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 


 


	 	 	 	By:
	 	/s/ Edward  J. O’Neill
 

Edward  J. O’Neill

Director, Real Estate
	 	 
	 

	 	 	 	 	 		 	 






4









 






ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, GENERAL MOTORS CORPORATION, whose address is 3044 West
Grand Boulevard, Detroit, Michigan 48202 (“Assignor”), hereby assigns, upon the terms and
conditions herein contained, to DELPHI AUTOMOTIVE SYSTEMS LLC, whose address is 5725 Delphi Drive,
Troy, Michigan 48098 (“Assignee”) its entire right, title and interest, as Tenant, in and to that
certain Lease more particularly described on Exhibit “A” hereto (the “Lease”). The terms and
conditions above referred to are as follows:



     A. This
Assignment shall be effective as of January 1, 1999 (the “Effective Date”).



     B. Assignee hereby assumes and agrees to perform all of the obligations of Tenant under the
Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders, representatives,
agents and employees and save them harmless from and against any and all claims, actions, damages,
liability, costs and expenses, including reasonable attorney’s fees, in connection with any
obligations of Tenant under the Lease and all losses, including loss of life, personal injury
and/or damage to property, arising from or out of any occurrence in, upon or at the premises
covered by the Lease arising prior to the Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders, representatives,
agents and employees and save them harmless from and against any and all claims, actions, damages,
liability, costs and expenses, including reasonable attorney’s fees, in connection with any
obligations of Tenant under the Lease and all losses, including loss of life, personal injury
and/or damage to property, arising from or out of any occurrence in, upon or at the premises
covered by the Lease from and after the Effective Date.



Dated: December 10, 1998




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
C. P. Schwartz
 


	 	 	 	By:
	 	/s/ John J. Dues
 

JOHN J. DUES, General Director
	 	 
	 

 
	 	 	 	 	 	Worldwide Real Estate	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 


	 	 	 	By:

Its:
	 	/s/ Edward J. O’Neill
 

 Director Real Estate
	 	 
	 

 
	 	 	 	 	 	 	 	 
	 	 	 	 	EXECUTION RECOMMENDED 
WORLDWIDE REAL ESTATE	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ C. P. Schwartz
 

	 	 
















 






EXHIBIT “A”



Lease between JOHN E. BENZ, as Landlord, and GENERAL MOTORS CORPORATION, as Tenant, dated September
28,1998, covering premises at 3535 Kettering Boulevard, Moraine, Ohio.

















 









January 25,1999



VIA CERTIFIED MAIL




Mr. John E. Benz

C/O John E. Benz & Co.

3017 Exchange Court, Suite A

West Palm Beach, Florida 33409





			
	RE:	 	Assignment of Lease

Assignor: General Motors Corporation 
Assignee:
Delphi Automotive Systems LLC 
3535 Kettering
Moraine, Ohio 
GMC File No. RE 22129




Dear Mr. Benz;



This is to inform you that Delphi Automotive Systems, formerly a division of General Motors
Corporation, has recently become a separate legal entity known as Delphi Automotive Systems LLC.



Effective
January 1, 1999, General Motors Corporation has assigned its interest in the above
referenced Lease to Delphi Automotive Systems LLC. A photocopy of the Assignment and Assumption
document is enclosed for your records.



Please direct any future notices in connection with the above referenced Lease to Delphi
Automotive Systems LLC at the following address:



Delphi Automotive Systems LLC

5725 Delphi Drive

Troy, Michigan 48098

Attn: Assistant Corporate Counsel-Commercial Practices



Thank you
for your attention to this matter. Please contact me at (313) 556-2930 if you require any further information.




Very truly yours,




/s/
Betty Stichler                

Betty Stichler




cc: Edward O’Neill




Worldwide
Real Estate • 485 W. Milwaukee Avenue — Detroit, Michigan
48202 — (313)556-5000 • Fax (313)974-7227





 









 








     



 









 





ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, GENERAL MOTORS CORPORATION, whose address is 3044 West
Grand Boulevard, Detroit, Michigan 48202 (“Assignor”), hereby assigns, upon the terms and
conditions herein contained, to DELPHI AUTOMOTIVE SYSTEMS LLC, whose address is 5725 Delphi Drive,
Troy, Michigan 48098 (“Assignee”) its entire right, title and interest, as Tenant, in and to that
certain Lease more particularly described on Exhibit “A” hereto (the “Lease”). The terms and
conditions above referred to are as follows:



     A. This
Assignment shall be effective as of January 1, 1999 (the “Effective Date”).



     B. Assignee hereby assumes and agrees to perform all of the obligations of
Tenant under the Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or out of
any occurrence in, upon or at the premises covered by the Lease arising prior to the
Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or out of
any occurrence in, upon or at the premises covered by the Lease from and after the
Effective Date.



Dated:
December 10, 1998




	 	 	 	 	 	 	 	 	 
	 	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
C. P. Schwartz
 


	 	 	 	By:
	 	/s/ John J. Dues
 

JOHN J. DUES, General Director

	 	 
	 

	 	 	 	 	 	Worldwide Real Estate	 	 
	 


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]


	 	 	 	By:
	 	/s/ Edward J. O’Neill
	 	
	 


	 	 	 	 	 	 

	 	 
	 

	 	 	 	Its:
	 	Director Real Estate	 	 
	 


	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EXECUTION RECOMMENDED

WORLDWIDE REAL ESTATE	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ C. P. Schwartz	 	 
	 

	 	 	 	 	 	 

	 	 







 









 








EXHIBIT “A”



Lease between ORIX GF WARREN VENTURE, as Landlord, and GENERAL MOTORS CORPORATION, as Tenant, dated
November 26, 1997, covering 94,000 rentable square feet of area in a building commonly known as the
Delphi Packard Electric Systems Research Building located in Warren, Ohio.





 









 








ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, GENERAL
MOTORS CORPORATION, whose address is 3044 West Grand Boulevard, Detroit, Michigan
48202 (“Assignor”), hereby assigns, upon the terms and conditions herein contained,
to DELPHI AUTOMOTIVE SYSTEMS LLC, whose address is 5725 Delphi Drive, Troy,
Michigan 48098 (“Assignee”) its entire right, title and interest, as Tenant,
including, but not limited to, Tenant’s option to purchase, in and to that certain
Lease more particularly described on Exhibit “A” hereto (the “Lease”). The terms
and conditions above referred to are as follows:



     A. This Assignment shall be effective as of January 1, 1999 (the “Effective
Date”).



     B. Assignee hereby assumes and agrees to perform all of the obligations of
Tenant under the Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against
any and all claims, actions, damages, liability, costs and expenses, including
reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all
losses,
including loss of life, personal injury and/or damage to property, arising
from or out of
any occurrence in, upon or at the premises covered by the Lease arising prior
to the
Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against
any and
all claims, actions, damages, liability, costs and expenses, including
reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all
losses,
including loss of life, personal injury and/or damage to property, arising
from or out of
any occurrence in, upon or at the premises covered by the Lease from and after
the
Effective Date.



Dated: December 10, 1998




	 	 	 	 	 	 	 	 	 
	 	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
C. P. Schwartz
 


	 	 	 	By:
	 	/s/ John J. Dues
 

JOHN J. DUES, General Director
	 	 
	/s/ [ILLEGIBLE]

	 	 	 	 	 	Worldwide Real Estate	 	 
	 


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	By:
	 	/s/ Edward J. O’Neill
	 	
	 


	 	 	 	 	 	 

	 	 
	 

	 	 	 	Its:
	 	Director Real Estate	 	 
	 


	 	 	 	 	 	 

	 	 







 









 








EXHIBIT “A”



Lease Agreement between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF ATHENS, as Landlord, and
GENERAL MOTORS CORPORATION, as Tenant, dated April 1, 1975, as amended, covering approximately
2.855 acres of land and pollution control facilities constructed thereon in Limestone County,
Alabama, as more particularly described in the Lease Agreement.





 









 








ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, GENERAL MOTORS CORPORATION,
whose address is 3044 West Grand Boulevard, Detroit, Michigan 48202 (“Assignor”),
hereby assigns, upon the terms and conditions herein contained, to DELPHI AUTOMOTIVE
SYSTEMS LLC, whose address is 5725 Delphi Drive, Troy, Michigan 48098 (“Assignee”) its
entire right, title and interest, as Tenant, including, but not limited to, Tenant’s
option to purchase, in and to that certain Lease more particularly described on Exhibit
“A” hereto (the “Lease”). The terms and conditions above referred to are as follows:



     A. This Assignment shall be effective as of January 1, 1999 (the “Effective
Date”).



     B. Assignee hereby assumes and agrees to perform all of the obligations of
Tenant under the Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any
and
all claims, actions, damages, liability, costs and expenses, including reasonable
attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or
out of
any occurrence in, upon or at the premises covered by the Lease arising prior to
the
Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any
and
all claims, actions, damages, liability, costs and expenses, including reasonable
attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or
out of
any occurrence in, upon or at the premises covered by the Lease from
and after the Effective Date.



Dated:
December 10, 1998



	 	 	 	 	 	 	 	 	 
	 	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ C. P. Schwartz
 


	 	 	 	By:
	 	/s/ John J. Dues
 

JOHN J. DUES, General Director
	 	 
	/s/ [ILLEGIBLE]

	 	 	 	 	 	Worldwide Real Estate	 	 
	 


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
	 	 	 	By:
	 	/s/ Edward J. O’Neill
	 	
	 


	 	 	 	 	 	 

	 	 
	

	 	 	 	Its:
	 	Director Real Estate	 	 
	 


	 	 	 	 	 	 

	 	 







 









 








EXHIBIT “A”




Lease Agreement between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF ATHENS, as Landlord, and
GENERAL MOTORS CORPORATION, as Tenant, dated September 1, 1977, as amended, covering approximately
70.2824 acres of land and buildings constructed thereon in Limestone County, Alabama, as more
particularly described in the Lease Agreement.



 









 





ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, GENERAL MOTORS CORPORATION, whose address is 3044 West
Grand Boulevard, Detroit, Michigan 48202 (“Assignor”), hereby assigns, upon the terms and
conditions herein contained, to DELPHI AUTOMOTIVE SYSTEMS LLC, whose address is 5725 Delphi Drive,
Troy, Michigan 48098 (“Assignee”) its entire right, title and interest, as Tenant, including, but
not limited to, Tenant’s option to purchase, in and to that certain Lease more particularly
described on Exhibit “A” hereto (the “Lease”). The terms and conditions above referred to are as
follows:



     A. This Assignment shall be effective as of January 1, 1999 (the “Effective
Date”).



     B. Assignee hereby assumes and agrees to perform all of the obligations of
Tenant under the Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or out of
any occurrence in, upon or at the premises covered by the Lease arising prior to the
Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or out of
any occurrence in, upon or at the premises covered by the Lease from and after the
Effective Date.



Dated: December 10, 1998




	 	 	 	 	 	 	 	 	 
	 	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ C. P. Schwartz 


	 	 	 	By:
	 	/s/ John J. Dues
 

JOHN J. DUES, General Director
	 	 
	/s/ [ILLEGIBLE]

	 	 	 	 	 	Worldwide Real Estate	 	 
	 


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	By:
	 	/s/ Edward J. O’Neill
	 	
	 


	 	 	 	 	 	 

	 	 
	

	 	 	 	Its:
	 	Director Real Estate	 	 
	 


	 	 	 	 	 	 

	 	 







 









 








EXHIBIT “A”



Lease Agreement between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF ATHENS, as Landlord, and
GENERAL MOTORS CORPORATION, as Tenant, dated May 1, 1974, as amended, currently covering
approximately 319.1736 acres of land and buildings constructed thereon in Limestone County,
Alabama, as more particularly described in the Lease Agreement.





 









 








ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, GENERAL MOTORS CORPORATION, whose
address is 3044 West Grand Boulevard, Detroit, Michigan 48202 (“Assignor”), hereby
assigns, upon the terms and conditions herein contained, to DELPHI
AUTOMOTIVE SYSTEMS LLC,
whose address is 5725 Delphi Drive, Troy, Michigan 48098 (“Assignee”) its entire right,
title and interest, as Tenant, including, but not limited to, Tenant’s option to purchase,
in and to that certain Lease more particularly described on
Exhibit A hereto (the
“Lease”). The terms and conditions above referred to are as follows:



     A. This Assignment shall be effective as of January 1, 1999 (the “Effective Date”).



     B. Assignee
hereby assumes and agrees to perform all of the obligations of Tenant under the Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all
claims, actions, damages, liability, costs and expenses, including reasonable
attorneys’ fees, in
connection with any obligations of Tenant under the Lease and all losses, including
loss of life,
personal injury and/or damage to property, arising from or out of any occurrence in,
upon or
at the premises covered by the Lease arising prior to the Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all
claims, actions, damages, liability, costs and expenses, including reasonable
attorneys’ fees, in
connection with any obligations of Tenant under the Lease and all
losses, including
loss of life,
personal injury and/or damage to property, arising from or out of any
occurrence in,
upon or
at the premises covered by the Lease from and after the Effective Date.



Dated:
February 16, 2007




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Moya Kelly
	 	 	 	By:	 	/s/ Debra H. Hodge	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Moya Kelly
	 	 	 	Print Name:
	 	Debra H. Hodge	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	/s/ Lisa Markham
	 	 	 	Its:	 	Director, Worldwide Real Estate	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Lisa Markham
 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Donna Kustarz
	 	 	 	By:	 	/s/ John A. Jaffurs	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Donna Kustarz
	 	 	 	Print Name:
	 	John A. Jaffurs	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	/s/ Susan L. Bacon
	 	 	 	Its:	 	Executive Director, Operations Support Group	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Susan L. Bacon
 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EXECUTION RECOMMENDED
WORLDWIDE REAL ESTATE	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	By:	 	/s/ C. P. Schwartz	 	 
	 	 	 	 	 	 	 	 	 








 









 








EXHIBIT A



Additional Equipment Lease Agreement between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF ATHENS
(as Landlord) and GENERAL MOTORS CORPORATION (as Tenant), dated September 1, 1977, covering certain
items of machinery and equipment for use in the landlord buildings in Limestone County, Alabama
leased pursuant to a May 1, 1974 Lease between the parties, as more particularly described in the
Lease Agreement.




 









 





ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration, the receipt and
adequacy of which arc hereby acknowledged, GENERAL MOTORS CORPORATION, whose address is 3044 West
Grand Boulevard, Detroit, Michigan 48202 (“Assignor”), hereby assigns, upon the terms and
conditions herein contained, to DELPHI AUTOMOTIVE SYSTEMS LLC, whose address is 5725 Delphi
Drive, Troy, Michigan 48098 (“Assignee”) its entire right, title and interest, as Tenant, in and
to that certain Lease more particularly described on Exhibit “A” hereto (the “Lease”). The terms
and conditions above referred to are as follows:



     A. This
Assignment shall be effective as of January 1, 1999 (the “Effective Date”).



     B. Assignee
hereby assumes and agrees to perform all of the obligations of Tenant under the Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or out of
any occurrence in, upon or at the premises covered by the Lease arising prior to the
Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable attorney’s
fees, in connection with any obligations of Tenant under the Lease and all losses,
including loss of life, personal injury and/or damage to property, arising from or out of
any occurrence in, upon or at the premises covered by the Lease from and after the
Effective Date.



Dated:
December 10, 1998




	 	 	 	 	 	 	 	 	 
	 	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ C. P. Schwartz
 


	 	 	 	By:
	 	/s/ John J. Dues
 

JOHN J. DUES, General Director

	 	 
	 

	 	 	 	 	 	Worldwide Real Estate	 	 
	 


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	By:
	 	/s/ Edward J. O’Neill
	 	
	 


	 	 	 	 	 	 

	 	 
	 

	 	 	 	Its:
	 	Director Real Estate	 	 
	 


	 	 	 	 	 	 

	 	 
	 	 	 	 	EXECUTION RECOMMENDED

WORLDWIDE REAL ESTATE	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ C. P. Schwartz	 	 
	 

	 	 	 	 	 	 

	 	 






 









 





EXHIBIT “A”



Lease by and between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF ATHENS, as Landlord, and
GENERAL MOTORS CORPORATION, as Tenant, dated August 8th, 1975, as amended, covering
approximately 22.1 acres of land in Limestone County, Alabama, as more particularly described in
said Lease.




 









 








     




 











 





Unimproved Property

GM 273-Recived 2-63




	 	 	 
	 

	 	          
This Lease, dated August 8, 1975, between THE INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF ATHENS, a public corporation and instrumentality organized under the laws of the State of
Alabama, whose address is c/o Malone Steele & Alexander
Attorneys at Law, Athens, Alabama 35611,
hereinafter called the Lessor, and GENERAL MOTORS CORPORATION, a
Delaware Corporation, with its
principal office at 3044 West Grand Boulevar Detroit Michigan 48202, hereinafter called the
Lessee.






[ILLEGIBLE]




	 	 	 
	PREMISES

	 	The Lessor hereby lets to the Lessee, and the Lessee hires from the Lessor:
	 
	 	 
	 

	 	A tract of land lying in Limestone County, State of Alabama, in the
E1/2NW1/4 Section 33, Town 4 South, Range 4 West, on the East side of
Pryor Branch Embayment of Wheeler Lake, approximately 1 1/2 miles
North of Keller Memorial Bridge, the said tract being more
particularly described in Exhibit A attached hereto and made a part
hereof,






	 	 	 
	USE OF PREMISES

	 	with the appurtenances to be used for providing transportation utilities, storm
water retention pond, sewer lines, railroad spur tracks and any other services required by
adjoining Industrial Plant or any type of Facility owned
by Lessor business conducted or controlled by GENERAL MOTORS CORPORATION,
for a term commencing June 1, 1975, and expiring April 30,
1994,
	 
	 	 
	RENT

	 	at the total yearly rent of ONE
DOLLAR ($1.00) payable in advance upon execution of
this Lease.
	 
	 	 
	 

	 	The parties hereto covenant and agree with each other as follows:
	 
	 	 
	VACATION OF 

PEMISES

	 	     FIRST: The Lessee shall pay the rent at the times and in the manner
aforesaid and at the expiration of the term will remove its goods and effects and will
peaceably yield up to the Lessor said premises in as good order and condition as when
delivered to it, ordinary wear and tear, damage by fire, the elements and casualty excepted
as well as damage due to any cause or happening not occasioned by the act or negligence of
the Lessee.
	 
	 	 
	EASEMENTS

	 	      SECOND: That the enjoyment and use of all entrances, exits, approaches and means of
entrance and approach and of light and air now existing in favor of the demised premises
shall not be interfered with or interrupted by any act or assent of the Lessor
during the term of this Lease.
	 
	 	 
	ASSIGNMENT

	 	     THIRD: That the Lessee will not assign this Lease without the written consent of the
Lessor, except such assignment be to a corporation then owned or controlled by the Lessee
or by GENERAL MOTORS CORPORATION. The Lessor agrees that such consent will not be
unreasonably withheld






 









 






	 	 	 
	NEGATIVE COVENANTS

	 	     FOURTH: That the Lessee will not consent to any unlawful
use of the demised premises.
	 
	 	 
	COVENANTS OF
LESSOR

	 	      FIFTH: That the Lessor covenants and agrees that the possession
of the demised premises will be delivered to the Lessee on the commencement of the term of
this Lease in as good condition as the same now are, free from all tenancies and occupancies,
and free from all orders and notices and violations filed or entered by any public or
quasi-public authority, and free from complaints and/or reports of violations, noted or
existing in or filed with any Federal, State, County, Municipal, Borough, and/or any other
local authority.
	 
	 	 
	

	 	     [SIXTH: OMITTED]
	 
	 	 
	[ILLEGIBLE]

	 	     SEVENTH: In the event of the enactment or existence of any law,
ordinance, rule, ruling or regulation prohibiting the use of said premises for any one or more
of the purposes for which they are hereby demised, then in that event at the option of the
Lessee, this Lease shall terminate and all liability hereunder shall cease from and after the date
such prohibition becomes effective, and any unearned rent paid in advance by the Lessee shall be
refunded to it.
	 
	 	 
	[ILLEGIBLE][ILLEGIBLE]

	 	     EIGHTH: That if the Lessee shall neglect or fail to perform or
observe any of the covenants contained herein on its part to be observed and performed for
thirty (30) days after written notice by the Lessor, or if the Lessee shall be adjudicated
bankrupt or insolvent according to law, or shall make an assignment for the benefit of
creditors, then and in any of said cases the Lessor may lawfully enter into and upon the said
premises or any part thereof in the name of the whole, and repossess the same as of the
former estate of the Lessor and expel the Lessee and those claiming under and through it and
remove its effects (forcibly if necessary), without being deemed guilty of any manner of
trespass, and without prejudice to any remedies which might otherwise be used for arrears of
rent or preceding breach of covenant and upon entry as aforesaid this Lease shall terminate
and the Lessee covenants that in case of such termination it will indemnify the Lessor
against all unavoidable loss of rent which the Lessor may incur by reason of such termination
during the residue of the term above specified.
	 
	 	 
	[ILLEGIBLE]

	 	     NINTH: That notwithstanding any provision of law or any judicial decision to the
contrary, (a) no notice shall be required to terminate the term of
this Lease on the date
herein specified and the term hereof shall expire on the date herein mentioned without notice
being required from either party; (b) in the event that the
Lessee, any assignee or sublessee remains
beyond the expiration date of the term herein, it is the intention of the parties and it is
hereby agreed that a tenancy from month to month shall arise.
	 
	 	 
	[ILLEGIBLE]

	 	     TENTH:
Lessor herein represent that if is the* of the premises hereby leased
and hereby covenants that Lessee on paying the rent and performing all and singular the
covenants and conditions of this Lease on its part to be performed, shall and may peaceably
and quietly have, hold and enjoy the demised premises for the term aforesaid, and for the
term of any renewal or renewals hereof, free from molestation, eviction or destruction by the
Lessor, or by any other person or persons lawfully claiming the same, and that the Lessor has
good right to make this Lease for the full term hereby granted, including the period for
which the Lessee has the right to effect a renewal hereof. Should Lessee be dispossessed from
the premises by reason of a superior title, the payment of rent shall cease from and after
the date of such dispossession and all rent that may have been prepaid for any period of time
Lessee is deprived of its peaceful possession by reason of said dispossession, shall be
returned to Lessee forthwith, but the Lessor shall not thereby be relieved of liability to
the Lessee for damages sustained by Lessee due to such dispossession. Lessor further agrees
that in the event the premises are sold during the term of this Lease or any extension
thereof, a certified copy of the Deed of Conveyance or an executed copy of the Assignment of
this Lease shall be furnished to Lessee, it being understood that the consideration for such
conveyance may be deleted from such instruments.
	 
	 	 
	[ILLEGIBLE]

	 	     ELEVENTH: That the Lessee may at its option, obtain an extension of the term of this Lease, for a further term of
twenty (20) years so as to expire April 30, 2014, and upon like terms and conditions by giving to the Lessor
written notice of its intention to extend on or before
January 31, 1994.
	 
	 	 
	

	 	     [TWELFTH: OMITTED]








 




			
	*	 	Grantee in an Easement granted to it by the Tennessee Valley Authority by instrument dated May
5, 1975, and recorded in Volume 690, Page 698, Limestone Country Records




 









 










	 	 	 
	IMPROVEMENTS

	 	     THIRTEENTH: That it is understood that the demised premises consist of
unimproved real estate only and  that any improvements or buildings placed or constructed
upon said premises by the Lessee shall be and remain personal property and at all times
belong to the said Lessee and at the expiration of the term of this Lease, or any renewal
thereof, the Lessee may remove any such improvements, but Lessee shall repair any damage
caused by such removal.
	 
	 	 
	SIGNS

	 	     FOURTEENTH: That the Lessee shall have the right to install or place signs or posters anywhere on or about the demised premises and upon removal of said signs and posters at the
termination of this Lease shall repair any damage caused by such installation and removal.
	 
	 	 
	CONDEMNATION

	 	     FIFTEENTH: That in the event that the premises or any part thereof are taken or
condemned for a temporary or permanent public or quasi-public use, Lessee may at its option
terminate this Lease and in such event any unearned rent paid in advance shall be returned to
Lessee, but nothing herein contained shall prevent Lessee from recovering from the condemning
authority any damages sustained by Lessee due to such taking.
	 
	 	 
	WAIVER
OF 

SUBROGATION

	 	     SIXTEENTH:
The Lessor and the Lessee waive all rights, each
against the other, for damages caused by fire or other perils covered by insurance where such
damages are sustained in connection with the occupancy of the leased premises.
	 
	 	 
	NOTICES

	 	     SEVENTEENTH: That all notices to be given hereunder by either party shall be in writing and
given by personal delivery to the Lessor or to one of the executive officers of the Lessee or
shall be sent by registered mail addressed to the party intended to be notified at the post
office address of such party last known to the party giving such notice and notice given as
aforesaid shall be a sufficient service thereof, and shall be deemed given as of the date when
deposited in any post office, or in any post office box regularly maintained by the Federal
Government. Provided, however, that it is mutually agreed that the Lessee appoints the President,
the Executive Vice Presidents and the Vice ** of Argonaut Realty Division. General Motors
Corporation, Argonaut Building, 485 West Milwaukee Avenue Detroit,
Michigan 48202, as its
agents, and that any one of them may give all notices and receive all notices to be given
hereunder, and may pay the rent, and notices shall be sent to any one of said agents and not
otherwise. The right is hereby reserved by the Lessee to countermand such appointments and
make others consistent herewith, due notice of which shall be given by the Lessee to the
Lessor.
	 
	 	 
	
 





	**     President in Charge of Real Estate, General Motors Corporation, and the Director
	 
	 	 
	 

	 	      EIGHTEENTH: It is understood by the parties that the premise hereby leased are
being used in conjunction with a plant facility adjacent to the described premises.
In the event the Lease covering the premises adjacent to the property herein
described, which is dated May 1, 1974, and between the parties
hereto, shall be
terminated, Lessee shall have the right and option to terminate this Lease or any
renewals hereof upon thirty (30) days prior written notice.
	 
	 	 
	 

	 	     
The use of the premises described herein is subject to the
terms, conditions and covenants contained in the aforementioned Easement granted to Lessor
by the Tennessee Valley Authority.
	 
	 	 
	 

	 	      NINETEENTH: At the election of Lessee, and upon written request of Lessee at
any time, Lessor shall convey its aforesaid Easement rights to Lessee for the full
consideration of ONE DOLLAR ($1.00) and in such event this Lease would automatically
be terminated without further writing or action by either party.






 









 












     The
covenants and agreements contained in the foregoing Lease are binding upon the
parties hereto and their respective heirs, executors, administrators,
successors, legal
representatives and assigns.


In Witness
Whereof, Lessor has signed and sealed this instrument this 10 day
of September A.D. 1975, and Lessee has signed and sealed this instrument this
18th day of August A.D. 1975.




	 	 	 	 	 	 	 	 	 
	In the presence of:	 	 	 	THE INDUSTRIAL DEVELOPMENT BOARD

OF THE CITY OF ATHENS	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 


	 	 
	 	By:
	 	/s/ [ILLEGIBLE]
 

CHAIRMAN
	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 


	 	 
	 	ATTEST
	 	/s/ [ILLEGIBLE]
 

	 	 
	 

	 	 	 	 	 	SECRETARY	 	 
	 
	 	 	 	 	 	 	 	 
	In the presence of:	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Betty M. North
 

Betty M. North

	 	 
	 	By:
	 	/s/ R. L. Kessler
 

R. L. Kessler
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Carmen F. Paniccia
 

Carmen F. Paniccia

	 	 
	 	ATTEST
	 	/s/ A. T. Hastings
 

A. T. Hastings
	 	 
	 

	 	 	 	 	 	Assistant Secretary	 	 
	 

	 	 	 	By:
	 	/s/ [ILLEGIBLE]
 

	 	 






 









 




Beginning at a metal marker (Coordinates: N.1, 692,409; E. 661,695) in the center line of a road,
in the South line of the NW 1/4 Section 33 and in the boundary of the United States of America’s
land at a corner of the lands of Mrs. C. Wilson Taylor and Floyd P. Marsh; Thence with the center
line of the road approximately along the following bearings and distances: North 2 degrees 31
minutes West, 2292 feet to a metal marker and North 5 degrees 36
minutes West, 357 feet, passing a
metal marker at 327 feet, to a point in the center of a road junction, in the North line of Section
33 and in the boundary of the United States of America’s land; Thence with the United States of
America’s boundary line and the center line of the road South 88 degrees 54 minutes East, 420 feet
to the Northeast corner of the NW1/4NE1/4NW1/4 Section 33; Thence leaving the road and with the
East line of the W1/2NE1/4NW1/4 Section 33 South 0 degrees 45 minutes West, 1050 feet, passing a
metal marker at 30 feet, to a concrete monument; Thence, leaving the said East line, North 89
degrees 15 minutes East, 232 feet to a concrete monument; Thence South 2 degrees 55 minutes East,
398 feet to a concrete monument; Thence South 87 degrees 31 minutes West, 259 feet to a concrete
monument in the East line of the NW1/4SE1/4NW1/4 Section 33; Thence South 0 degrees 49 minutes
West, 1173 feet to a concrete monument at the Southeast corner of the SW1/4SE1/4NW1/4 Section 33;
Thence North 88 degrees 33 minutes West, 247 feet to the point of beginning, and containing 22.1
acres, more or less.




EXHIBIT A




 









 





GM




General Motors Corporation




November 29, 1993




The Industrial Development Board

     of the City of Athens

c/o James M. Corder

Alexander, Corder & Plunk, P.C.

Attorneys at Law

Jefferson at Green

P. O. Box 809

Athens. AL 35611




Gentlemen:



Pursuant to the Lease Agreement dated August 8, 1975, between your Corporation, as Lessor, and
General Motors Corporation, as Lessee, covering premises containing approximately 22.1 acres of
land in Limestone County, Alabama, and described as follows:





A tract of land lying in Limestone County, State of Alabama, in the
E1/2NW14 Section 33, Town 4 South, Range 4 West, on the East side of Pryor
Branch Embayment of Wheeler Lake, approximately 1 1/2 miles North of Keller
Memorial Bridge, which tract is more particularly described in Exhibit “A”
attached to said Lease Agreement dated August 8, 1975,


we hereby notify you of our election to exercise our option to extend the term of said Lease for a
period of twenty (20) years on all the terms and conditions contained in said Lease.



Also
enclosed is a check in the amount of $1.00 as required by the terms of the Lease.



Please acknowledge receipt and acceptance of the above by signing and returning the enclosed




General
Motors Building 3044 West Grand Boulevard Detroit Michigan 48202




 









 








The Industrial Development Board

     of the City of Athens

Page 2



copy of this notice to Argonaut Realty, 485 West Milwaukee Avenue, Detroit, Michigan 48202,


Attention: Geri M. Ireson.




Sincerely,




	 	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ W. J. O’Keefe
 

	 	 






	 	 	 	 	 
	RECEIPT AND ACCEPTANCE ACKNOWLEDGED	 	 
	 
	 	 	 	 
	THE INDUSTRIAL DEVELOPMENT BOARD 

OF THE CITY OF ATHENS	 	 
	 
	 	 	 	 
	By:

	 	/s/ [ILLEGIBLE]
 

	 	 
	 
	 	[ILLEGIBLE] 	 	 
	 
	DATE

	 	1/6/94	 	 
	 
	By:

	 	/s/ [ILLEGIBLE]
 

	 	 






 









 










 









 





ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, GENERAL MOTORS CORPORATION,
whose address is 3044 West Grand Boulevard, Detroit, Michigan 48202 (“Assignor”),
hereby assigns, upon the terms and conditions herein contained, to DELPHI AUTOMOTIVE
SYSTEMS LLC, whose address is 5725 Delphi Drive, Troy, Michigan 48098 (“Assignee”)
its entire right, title and interest, as Tenant, including, but not limited to,
Tenant’s option to purchase, in and to that certain Lease more particularly described
on Exhibit “A” hereto (the “Lease”). The terms and conditions above referred to are
as follows:



     A. This
Assignment shall be effective as of January 1, 1999 (the “Effective
Date”).



     B. Assignee hereby assumes and agrees to perform all of the obligations of
Tenant under the Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable
attorney’s fees, in connection with any obligations of Tenant under the Lease and all
losses, including loss of life, personal injury and/or damage to property, arising
from or out of any occurrence in, upon or at the premises covered by the Lease
arising prior to the Effective Date.



     D. Assignee shall indemnify Assignor, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and
all claims, actions, damages, liability, costs and expenses, including reasonable
attorney’s fees, in connection with any obligations of Tenant under the Lease and all
losses, including loss of life, personal injury and/or damage to property, arising
from or out of any occurrence in, upon or at the premises covered by the Lease from
and after the Effective Date.



	 	 	 	 	 	 	 	 	 
	Dated: December 10, 1998	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ C. P. Schwartz 


	 	 
	 	By:
	 	/s/ John J. Dues
 

JOHN J. DUES, General Director


Worldwide Real Estate
	 	 
	/s/ [ILLEGIBLE]


	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 


	 	 
	 	By:
	 	/s/ [ILLEGIBLE]  

	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 
	 	Its:
	 	Director Real Estate
 

	 	 









 








 








EXHIBIT
“A”



Lease Agreement between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF ATHENS, as Landlord, and
GENERAL MOTORS CORPORATION, as Tenant, dated September 1, 1977, as amended, covering approximately
70.2824 acres of land and buildings constructed thereon in Limestone County, Alabama, as more
particularly described in the Lease Agreement.



 











 







ASSIGNMENT AND ASSUMPTION




     Know all men by these presents that for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, GENERAL MOTORS CORPORATION, whose address is 3044 West
Grand Boulevard, Detroit, Michigan 48202 (“Assignor”), hereby assigns, upon the terms and
conditions herein contained, to DELPHI AUTOMOTIVE SYSTEMS LLC, whose address is 5725 Delphi Drive,
Troy, Michigan 48098 (“Assignee”) its entire right, title and interest, as Tenant, including, but
not limited to, Tenant’s option to purchase, in and to that certain Lease more particularly
described on Exhibit A hereto (the “Lease”). The terms and conditions above referred to are
as follows:



     A. This Assignment shall be effective as of January 1, 1999 (the “Effective Date”).



     B. Assignee hereby assumes and agrees to perform all of the obligations of Tenant
under the Lease from and after the Effective Date.



     C. Assignor shall indemnify Assignee, its officers, directors, stockholders,
representatives, agents and employees and save, them harmless from and against any and all
claims, actions, damages, liability, costs and expenses, Including reasonable attorneys’ fees,
in
connection with any obligations of Tenant under the Lease and all losses, including loss of
life,
personal injury and/or damage to property, arising from or out of any occurrence in, upon or
at the premises covered by the Lease arising prior to the Effective Date.



     D. Assignee shall Indemnify Assignor, its officers, directors, stockholders,
representatives, agents and employees and save them harmless from and against any and all
claims, actions, damages, liability, costs and expenses, including reasonable attorneys’ fees,
in
connection with any obligations of Tenant under the Lease and all losses, including loss of
life,
personal injury and/or damage to property, arising from or out of any occurrence in, upon or
at the premises covered by the Lease from and after the Effective Date.



Dated: February 16, 2007




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Moya Kelly	 	 	 	By:	 	/s/ Debra H. Hodge	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Moya Kelly
	 	 	 	Print Name:
	 	Debra H. Hodge	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	/s/ Lisa Markham 	 	 	 	Its:	 	Director, Worldwide Real Estate	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Lisa Markham	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DELPHI AUTOMOTIVE SYSTEMS LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Donna Kustarz	 	 	 	By:	 	/s/ John A. Jaffurs	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Donna Kustarz
	 	 	 	Print Name:
	 	John A. Jaffurs	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	/s/ Susan L. Bacon	 	 	 	Its:	 	Executive Director Operations Support Group	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:
	 	Susan L. Bacon	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






 









 








EXHIBIT A



Lease Agreement between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF ATHENS (as Landlord) and
GENERAL MOTORS CORPORATION (as Tenant), dated December 1, 1981, as amended, regarding machinery and
equipment and additions to the buildings covered by a May 1, 1974 lease between the parties for
land in Limestone County, Alabama, as more particularly described in the Lease Agreement.



 









 







Master Restructuring Agreement




Exhibit 5.01(b)(i)




UAW — GM — Delphi Memorandum of Understanding



Regarding Benefit Plan Treatment between UAW, GM, and Delphi Automotive Systems Corporation (n/k/a
Delphi), dated September 30, 1999




 









 





UAW-GM-DELPHI MEMORANDUM OF UNDERSTANDING

BENEFIT PLAN TREATMENT



It is recognized that the separation of GM and Delphi has raised issues which are of concern to
employees. In order to address these issues it is agreed that the following will apply.




1. DIVESTED UNITS




     a. Benefit treatment of employees at divested units (see Attachment A), will be as set
forth in the applicable memorandum of understanding negotiated with the UAW to address the
particular divestiture. Where service at a divested unit is referenced in this Understanding,
such
service applies only pursuant to the terms of an applicable memorandum of understanding for a
divested unit listed in Attachment A.



     b. Nothing contained in this Understanding increases or decreases the benefit
entitlement of any employee impacted by a prior divestiture. For example, employment at
Delphi will be treated the same as employment at GM for purposes of suspension of pension
payments upon re-employment.



2. SUB/GIS AND JOBS PROGRAM




     a. Delphi Employees are not entitled to any benefits under the GM-UAW SUB Plan,
GIS Program, or JOBS Program. Any such benefits payable will be paid consistent with Plan
provisions under the Delphi-UAW National Agreement.



     b. Assets in the GM-UAW Layoff Benefit trust as of May 28, 1999 will be allocated
based on the proportion that the number of Delphi-UAW eligible employees bears to the sum of
all GM-UAW eligible employees plus Delphi-UAW eligible employees as of May 28, 1999.



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3. PENSIONS




     a.l. Delphi established a defined benefit pension plan (hereinafter referred to as the Delphi
Pension Plan), effective as of May 28, 1999, covering all Delphi Employees which contains terms
identical to the GM Pension Plan except for those provisions required to be changed as a result of
a new plan sponsor and the provisions addressed in this Understanding. The intent of the parties is
to provide Delphi Employees with benefits from the Delphi Pension Plan which, apart from any
difference that may result from future bargaining, in aggregate, will equal the benefits that would
have been provided had the separation of Delphi not occurred.



DELPHI PENSION PLAN INCLUDING MOVEMENT TO GM AFTER MAY 28, 1999



The Delphi
Pension Plan will also provide as set forth in 3.a.2. through 3.a.9., the following:




     a.2. The Delphi Pension Plan will recognize the credited service accrued under the GM Pension
Plan as of May 28, 1999 for vesting and for accrual purposes for Delphi Employees. The GM Pension
Plan will reassume responsibility for those Delphi Employees who retire on or before January 1,
2000. In such cases, the GM Pension Plan will provide benefits in accordance
with the applicable provisions of Section 3.b.2.



     a.3. All Delphi Employees with unbroken seniority at GM immediately prior to May 28, 1999,
who retire from Delphi on a normal or early voluntary or total and permanent disability (approved
by Delphi) basis after January 1, 2000, shall be entitled to payment from the Delphi Pension Plan.
The Delphi Pension Plan payment will be equal to the total benefit that would be payable under the
Delphi Pension Plan determined by including for eligibility for payment and for the determination
of the amount of payment, the credited service accrued under the GM Pension Plan as of May 28,
1999 and the credited service accrued under the Delphi Pension Plan thereafter and for eligibility
for payment (but not for determination of the amount of payment) the credited service accrued
under the pension plan of a divested unit (or other unit divested by GM which is not included in
Attachment A, where a Memorandum of Understanding provides
for recognition by the GM Pension Plan of credited service at the divested unit for eligibility
purposes) if applicable. The payment will include a basic benefit (reduced for age where
appropriate) for each year of accrued credited service recognized under the Delphi Pension Plan
and any applicable supplement or temporary benefit.



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     a.4. Pro-rata share in this Section 3.a. shall equal a percentage of the number of years of
accrued credited service (including fractional years) under the Delphi Pension Plan divided by the
sum of the total years of credited service accrued under the GM Pension Plan after May 28, 1999, if
any, the credited service accrued under the pension plan of a divested unit (or other unit divested
by GM which is not included in Attachment A, where a Memorandum of Understanding provides for
recognition by the GM Pension Plan of credited service at the divested unit for eligibility
purposes) if applicable, and the number of years of accrued credited service under the Delphi
Pension Plan as of the date of retirement from Delphi or GM.



     a.5. Except as provided in 3.a.6. below, all Delphi Employees with unbroken seniority at GM
immediately prior to May 28, 1999, who move to GM pursuant to the provisions of the UAW-GM-Delphi
Flowback Agreement and are not retired on or before January 1, 2000, shall be entitled to payment
from the Delphi Pension Plan, upon retirement from GM. The Delphi Pension Plan benefit will be
determined as if the Delphi Employee were then retiring from Delphi on a voluntary basis and by
taking into account solely for eligibility for payment (but not for determination of the amount of
payment) the accrued credited service under the GM Pension Plan as a result of re-employment by GM
after May 28, 1999 and the pension plan of a divested unit (or other unit divested by GM which is
not included in Attachment A, where a Memorandum of Understanding provides for recognition by the
GM Pension Plan of credited service at the divested unit for
eligibility purposes) if applicable.
The payment will include a basic benefit (reduced for age where appropriate) for each year of
credited service accrued under the Delphi Pension Plan, and any applicable supplement in an amount
equal to the difference between the pro-rata share of the total benefit that would be payable
under the Delphi Pension Plan if all the credited service described above were accrued in the
Delphi Pension Plan and the basic benefit (reduced for age where appropriate) for each year of
credited service accrued under the Delphi Pension Plan. All other Delphi Pension Plan terms shall
apply, including but not limited to the discontinuation of benefit payments upon death, an award
of Social Security Disability Insurance benefits, or cessation of pension benefits for other
reasons.



     a.6. Unless Delphi agrees to a “Mutual Retirement”  (as defined in the GM Pension Plan), or
approves a disability retirement, any Delphi Employee who moves to GM after May 28, 1999 pursuant
to the provisions of the UAW-GM-Delphi Flowback Agreement and who retires from GM but is not
otherwise eligible to retire under the Delphi Pension Plan, shall be




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eligible under the Delphi Pension Plan only for unreduced benefits at age sixty-two (62) and one
(1) month. The amount of such benefits will be calculated by using the benefit levels in effect
under the Delphi Pension Plan as of the date of retirement from GM increased to reflect
post-retirement increases, as appropriate, until age 62 and one month, as if the Delphi Pension
Plan benefits had commenced as of the date the employee retired from GM. Provided however, if such
employee grows into eligibility for an 85 point retirement, Delphi Pension Plan responsibility will
commence the first of the month following attainment of age 60 subject to any applicable age
reductions and the GM Pension Plan supplement will be reduced accordingly.




     a.7. Except as provided in 3.a.9 below, the surviving spouse, of a Delphi Employee who is
vested under the Delphi Pension Plan and who dies while employed by Delphi, shall be eligible for
payment from the Delphi Pension Plan of a death benefit based on Delphi Pension Plan credited
service and the Delphi Pension Plan benefit levels in effect at the time of death. All other
Delphi Pension Plan terms shall apply, including but not limited to, those regarding eligibility
and duration of surviving spouse benefits.



     a.8. Except as provided in 3.a.9 below, the surviving spouse, of a Delphi Employee who has
unbroken seniority at GM immediately prior to May 28, 1999 and is vested under the Delphi Pension
Plan and who moves to GM after May 28, 1999 pursuant to the provisions of the UAW-GM-Delphi
Flowback Agreement and dies while employed by GM, shall be eligible for payment from the Delphi
Pension Plan of a pro-rata death benefit based on Delphi Pension Plan credited service and the
Delphi Pension Plan benefit levels in effect at the time of death. All other Delphi Pension Plan
terms shall apply, including but not limited to those regarding eligibility and duration of
surviving spouse benefits.



     a.9. The surviving spouse, of a Delphi Employee who is vested under the Delphi Pension Plan
and who dies on or before January 1, 2000 while employed by Delphi or GM, shall not be eligible
for any death benefit from the Delphi Pension Plan and shall be eligible for payment from the GM
Pension Plan of a death benefit based on GM and Delphi credited service. All other GM Pension Plan
terms shall apply, including but not limited to those regarding
eligibility and duration of surviving spouse benefits.



- 4 -









 




GM PENSION PLAN INCLUDING MOVEMENT FROM DELPHI AFTER MAY 28, 1999




     b.l. The GM Pension Plan will be amended to provide as set forth in 3.b.2. through 3.b.8, the
following:



     b.2. The GM Pension Plan shall recognize, for vesting and accrual purposes, credited service
accrued under the Delphi Pension Plan for any Delphi Employee who retires on a normal or early
voluntary or total and permanent disability (approved by GM) basis under the GM Pension Plan on or
before January 1, 2000. Further, the GM Pension Plan shall only recognize Delphi credited service
in an amount equal to the credited service actually accrued under the Delphi Pension Plan prior to
January 1, 2000 and no credited service shall be recognized for any period for which the GM
Pension Plan has already provided credited service.



     b.3. Pro-rata share in this Section 3.b. shall equal a percentage of the number of years of
credited service accrued (including fractional years) under the GM Pension Plan after May 28,
1999, if any, divided by the sum of the total years of credited service accrued under the GM
Pension Plan after May 28, 1999, if any, the credited service accrued under the pension plan of a
divested unit (or other unit divested by GM which is not included in Attachment A, where a
Memorandum of Understanding provides for recognition by the GM Pension Plan of credited service at
the divested unit for eligibility purposes) if applicable, and the number of years of accrued
credited service recognized under the Delphi Pension Plan as of the date of retirement from Delphi
or GM.



     b.4. Except as provided in 3.d. below, Delphi Employees who retire from Delphi after January
1, 2000, shall not be entitled to any payment from the GM Pension Plan.



     b.5. Except as provided in 3.b.6. below, all Delphi Employees with unbroken seniority at GM
immediately prior to May 28, 1999, who move to GM after May 28, 1999 pursuant to the provisions of
the UAW-GM-Delphi Flowback Agreement and are not retired on or before January 1, 2000, shall be
entitled to payment from the GM Pension Plan upon retirement from GM. The GM Pension Plan benefit
will be determined by taking into account solely for eligibility for payment (but not for the
determination of the amount of payment) the accrued




- 5 -









 







credited service under the Delphi Pension Plan, and if applicable, the pension plan of a divested
unit (or other unit divested by GM which is not included in Attachment A, where a Memorandum of
Understanding provides for recognition by the GM Pension Plan of credited service at the divested
unit for eligibility purposes). The payment will include a basic benefit (reduced for age where
appropriate) for each year of credited service accrued under the GM Pension Plan after May 28,
1999, and any applicable supplement in an amount equal to the difference between the pro-rata share
of the total benefit that would be payable under the GM Pension Plan if all the credited service
described above were accrued in the GM Pension Plan and the basic benefit (reduced for age where
appropriate) for each of credited service accrued under the GM Pension Plan. All other GM Pension
Plan terms shall apply, including but not limited to the discontinuation of benefit payments upon
death, an award of Social Security Disability Insurance benefits, or cessation of pension benefits
for other reasons.




     b.6. Unless Delphi agrees to a “Mutual Retirement” (as defined in the GM Pension Plan), or
approves a disability retirement, any Delphi Employee, who moves to GM after May 28, 1999 pursuant
to the provisions of the UAW-GM-Delphi Flowback Agreement and who retires from GM but is not
otherwise eligible to retire under the Delphi Pension Plan, shall be entitled to a monthly
benefit, until age sixty-two (62) and one (1) month, from the GM Pension Plan equal to the total
benefit that would be payable under the GM Pension Plan, determined as if the employee were then
retiring from GM with combined GM, Delphi, and any applicable plan of a divested unit (or other
unit divested by GM which is not included in Attachment A, where a Memorandum of Understanding
provides for recognition by the GM Pension Plan of credited service at the divested unit for
eligibility purposes), benefit accrual credited service. After the employee attains or would have
attained age sixty-two (62) and one (1) month, the GM Pension Plan shall pay monthly benefits
based only on GM credited service accrued after May 28, 1999, however, if such employee grows into
eligibility for an 85 point retirement, Delphi Pension Plan responsibility will commence the first
of the month following attainment of age 60 subject to any applicable age reductions and the GM
Pension Plan supplement will be reduced accordingly.



     b.7. Except as provided in 3.a.9 above, the surviving spouse, of a Delphi Employee who dies
while employed by Delphi, shall not be eligible for payment from the GM Pension Plan.



- 6 -









 





     b.8. Except as provided in 3.a.9 above, the surviving spouse, of a Delphi Employee who has
unbroken seniority at GM immediately prior to May 28, 1999 and is vested under the Delphi Pension
Plan and who moves to GM after May 28, 1999 pursuant to the provisions of the UAW-GM-Delphi
Flowback Agreement and dies while employed by GM, shall be eligible for payment from the GM Pension
Plan of a pro-rata death benefit based on GM Pension Plan credited service and the GM Pension Plan
benefit levels in effect at the time of death. All other GM Pension Plan terms shall apply,
including but not limited to those regarding eligibility and duration of surviving spouse benefits.



DELPHI PENSION PLAN-MOVEMENT TO DELPHI AFTER MAY 28, 1999




     c.l. The Delphi Pension Plan will also provide, as set forth in 3.c.2 through 3.c.5, the
following for UAW represented employees who move to Delphi after May 28, 1999 pursuant to
the provisions of the UAW-GM-Delphi Flowback Agreement.



     c.2. Pro-rata share in this Section 3.c. shall equal a percentage of the number of years of
accrued credited service (including fractional years) under the Delphi Pension Plan divided by the
sum of the total years of credited service accrued under the GM Pension Plan, the credited service
accrued under the pension plan of a divested unit (or other unit divested by GM which is not
included in Attachment A, where a Memorandum of Understanding provides for recognition by the GM
Pension Plan of credited service at the divested unit for eligibility purposes) if applicable, and
credited service accrued under the Delphi Pension Plan as of the date of retirement from Delphi or
GM.



     c.3. Except as provided in 3.c.4. below, all GM UAW represented employees with unbroken
seniority at GM, who move to Delphi after May 28, 1999 pursuant to the provisions of the
UAW-GM-Delphi Flowback Agreement and are not retired on or before January 1, 2000, shall be
entitled to payment from the Delphi Pension Plan upon retirement from Delphi. The Delphi Pension
Plan benefit will be determined by taking into account solely for eligibility for payment (but not
for determination of the amount of payment) the accrued credited service under the GM Pension Plan
and, if applicable, the pension plan of a divested unit (or other unit divested by GM which is not
included in Attachment A, where a Memorandum of Understanding




- 7 -









 







provides for recognition by the GM Pension Plan of credited service at the divested unit for
eligibility purposes), for service prior to employment at Delphi. The payment will include a basic
benefit (reduced for age where appropriate) for each year of credited service accrued under the
Delphi Pension Plan, and any applicable supplement in an amount equal to the difference between the
pro-rata share of the total benefit that would be payable under the Delphi Pension Plan if all the
credited service described above were accrued in the Delphi Pension Plan and the basic benefit
(reduced for age where appropriate) for each year of credited service accrued under the Delphi
Pension Plan. All other Delphi Pension Plan terms shall apply, including but not limited to the
discontinuation of benefit payments upon death, an award of Social Security Disability Insurance
benefits, or cessation of pension benefits for other reasons.




     c.4. Unless GM agrees to a “Mutual Retirement” (as defined in the GM Pension Plan), or
approves a disability retirement, any GM employee, who moves to Delphi pursuant to the provisions
of the UAW-GM-Delphi Flowback Agreement and who retires from Delphi but is not otherwise eligible
to retire under the GM Pension Plan, shall be entitled to a monthly benefit, until age sixty-two
(62) and one (1) month, from the Delphi Pension Plan equal to the total benefit that would be
payable under the Delphi Pension Plan, determined as if the employee were then retiring from
Delphi with combined GM, Delphi, and any applicable pension plan of a divested unit, benefit
accrual credited service. After the employee attains or would have attained age sixty-two (62) and
one (1) month, the Delphi Plan shall pay monthly benefits based only on Delphi credited service,
however, if such employee grows into eligibility for an 85 point retirement, GM’s responsibility
will commence the first of the month following attainment of age 60 subject to any applicable age
reductions and the Delphi Pension Plan supplement will be reduced accordingly.



     c.5. Except as provided in 3.a.9 above, the surviving spouse, of a GM UAW represented
employee who has unbroken seniority at GM on May 28, 1999 and who is vested under the GM Pension
Plan as of such date and who moves to Delphi after May 28, 1999 pursuant to the provisions of the
UAW-GM-Delphi Flowback Agreement and dies while employed by Delphi, shall be eligible for payment
from the Delphi Pension Plan of a pro-rata death benefit based on Delphi Pension Plan credited
service and the Delphi Pension Plan benefit levels in effect at the time of death. All other
Delphi Pension Plan terms shall apply, including but not limited to those regarding eligibility
and duration of Social Security benefits.




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GM PENSION PLAN-MOVEMENT TO DELPHI AFTER MAY 28, 1999




     d.1. The GM Pension Plan will also provide, as set forth in 3.d.2 through 3.d.5, the
following for UAW represented employees who move to Delphi after May 28, 1999 pursuant to the
provisions of the UAW-GM-Delphi Flowback Agreement.



     d.2. Pro-rata share in this Section 3.d. shall equal a percentage of the number of years of
accrued credited service (including fractional years) under the GM Pension Plan divided by the sum
of the total years of credited service accrued under the GM Pension Plan, the credited service
accrued under the pension plan of a divested unit (or other unit divested by GM which is not
included in Attachment A, where a Memorandum of Understanding provides for recognition by the GM
Pension Plan of credited service at the divested unit for eligibility purposes) if applicable, and
credited service accrued under the Delphi Pension Plan as of the date of retirement from Delphi or
GM.



     d.3. Except as provided in d.4. below, all GM UAW represented employees with
unbroken seniority at GM as of May 28, 1999, who move to Delphi after May 28, 1999 pursuant to the
provisions of the UAW-GM-Delphi Flowback Agreement and are not retired on or before January 1,
2000, shall be entitled to payment from the GM Pension Plan, upon retirement from GM or Delphi.
The GM Pension Plan benefit will be determined by taking into account solely for eligibility for
payment (but not for determination of the amount of payment) the accrued credited service under
the Delphi Pension Plan and, if applicable, the pension plan of a divested unit (or other unit
divested by GM which is not included in Attachment A, where a Memorandum of Understanding provides
for recognition by the GM Pension Plan of credited service at the divested unit for eligibility
purposes). The payment will include a basic benefit (reduced for age where appropriate) for each
year of credited service accrued under the GM Pension Plan, and any applicable supplement in an
amount equal to the difference between the pro-rata share of the total benefit that would be
payable under the GM Pension Plan if all the credited service described above were accrued in the
GM Pension Plan and the basic benefit (reduced for age where appropriate) for each year of
credited service accrued under the GM Pension Plan. All other GM Pension Plan terms shall apply,
including but not limited to the discontinuation of



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benefit payments upon death, an award of Social Security Disability Insurance benefits, or
cessation of pension benefits for other reasons.




     d.4. Unless GM agrees to a “Mutual Retirement” (as defined in the GM Pension Plan), or
approves a disability retirement, any GM employee, who moves to Delphi after May 28, 1999 pursuant
to the provisions of the UAW-GM-Delphi Flowback Agreement and who retires from Delphi but is not
otherwise eligible to retire under the GM Pension Plan, shall be eligible under the GM Pension
Plan only for unreduced benefits at age sixty-two (62) and one (1) month at the benefit levels in
effect under the GM Pension Plan as of the date of retirement from Delphi increased to reflect
post-retirement increases as appropriate until age 62 and one (1) month as if the GM Pension Plan
benefits had commenced as of the date the employee retired from Delphi. Provided however, if such
employee grows into eligibility for an 85 point retirement, GM Pension Plan responsibility will
commence the first of the month following attainment of age 60 subject to any applicable age
reductions and the GM Pension Plan supplement will be reduced
accordingly.



     d.5. Except as provided in 3.a.9 above, the surviving spouse, of a GM employee who has
unbroken seniority at GM on May 28, 1999 and who is vested under the GM Pension Plan as of such
date and moves to Delphi after May 28, 1999 pursuant to the provisions of the UAW-GM-Delphi
Flowback Agreement and dies while employed by Delphi, shall be eligible for payment from the GM
Pension Plan of a pro-rata death benefit based on GM Pension Plan credited service and the GM
Pension Plan benefit levels in effect at the time of death. All other GM Pension Plan terms shall
apply, including but not limited to those regarding eligibility and duration of Social Security
benefits.



     e. If any GM Employee or Delphi Employee retires under the provisions of this Section 3 and
is subsequently re-employed by GM or Delphi on a regular, contract or other basis, then
consistent with treatment for all GM and Delphi retirees, payments being made to such employee by
the GM Pension Plan or the Delphi Pension Plan shall be suspended until such employment ceases.
Upon cessation of employment the suspended benefit will recommence.



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     f. GM and Delphi will enter into an agreement with a designated paying agent to combine Delphi
and GM pension plan payments in order to issue, on a monthly basis, one check for the combined
benefit amount for individuals who retire on or prior to November 1, 2007.



4. CREDITED SERVICE



a. Delphi Employees will accumulate credited service under the Delphi Pension Plan
in accordance with its terms.



b. Credited service will not accrue simultaneously at Delphi, GM, or a divested unit
for the same period of time. For purposes of Section 3, the term “credited service” shall have
the
meaning set forth in the applicable pension plan or plans.



c. The GM Pension Plan shall not recognize any additional grants of credited service
by Delphi or a divested unit, for example, extra credited service offered as an inducement for
employees to retire early. Similarly, The Delphi Pension Plan shall not recognize any
additional
grants of credited service by GM or a divested unit.




5. HEALTH CARE AND LIFE AND DISABILITY BENEFIT PROGRAMS




     a. As of May 28, 1999, Delphi established Delphi Health Care and Life and
Disability Benefits Programs that duplicate the terms and conditions provided for under the GM
Health Care and Life and Disability Benefits Programs, except for the provisions required to
be
changed as a result of a new plan sponsor.



     b. Upon retirement from GM and, where applicable, Delphi, GM shall provide post-retirement health care and Basic Life Insurance coverage for the following Delphi Employees as
if retiring from GM to:



          i) All Delphi Employees who retire on a normal or early voluntary basis or a total
and permanent disability basis (approved by GM) on or before January 1, 2000 and who are
then, based on combined credited service, otherwise eligible for post-retirement health
care and Basic Life Insurance coverage under the terms of the applicable GM-UAW Agreement,
and




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          ii) All Delphi Employees who are re-employed by GM under the provisions of the
UAW-GM-Delphi Flowback Agreement and retire with eligibility for such benefits.



The provision of post-retirement health care and Basic Life Insurance coverage by GM is
subject to all applicable benefit plan terms then in effect.




     c. GM will reinstate Basic Life (BLI), Optional Life (OLI), Dependent Life (DLI) and Personal
Accident Insurance (PAI) coverage under the GM Life and Disability Benefits Program for Hourly
Employees (the Program) for Delphi Employees who are eligible for such coverage in retirement
(other than Deferred Vested) under the provisions of paragraph 5.b.(i) and 5.b.(ii) immediately
above.



     c.1. In determining amounts of BLI, the base hourly rate, in effect on the date immediately
prior to retirement from GM and, where applicable, Delphi, will be used.



     c.2. In determining amounts of Continuing Life Insurance in retirement, the combined credited
service accumulated under the GM and Delphi pension plans and, where applicable, pension plans of
divested units (or other unit divested by GM which is not included in Attachment A, where a
Memorandum of Understanding provides for recognition by the GM Pension Plan of credited service at
the divested unit for eligibility purposes) will be used. If Delphi’s coverage amounts differ from
those available under the Program, the amount(s) reinstated will be
the next higher amount(s)
available under the GM Program.



     c.3. An otherwise eligible Delphi Employee will be eligible in retirement for OLI, DLI and
PAI from GM, provided such Delphi Employee has BLI coverage reinstated by GM and had such employee
paid coverage in effect under Delphi’s plans immediately prior to retirement.



     c.4. An otherwise eligible Delphi Employee shall contribute the full cost of any OLI, DLI and
PAI. Contributions shall be payable monthly in advance and where possible from benefits payable
under any GM benefit plan or program. At an employee’s election, this amount may be deducted from
the pension check.



     c.5. Eligibility for coverage, amounts of coverage, contribution rates and all other Program
provisions will be those of the GM Life and Disability Benefits Program then in effect except as
otherwise provided above.



- 12 -









 





     d. Post-retirement health care and Basic Life Insurance coverage for all other Delphi
Employees, and UAW represented employees who move to Delphi pursuant to the provisions of the
UAW-GM-Delphi Flowback Agreement after May 28, 1999, other than those in 5.b.(i) and 5.b.(ii),
shall be pursuant to the terms of the Delphi-UAW Agreement and Delphi Health Care and Life and
Disability Benefits Programs.



6. SAVINGS PLAN




     a. Delphi established a Delphi Personal Savings Plan (Delphi PSP) as of May 28,
1999 that duplicates the terms and conditions provided for under the GM Personal Savings Plan,
except the provisions required to be changed as a result of a new plan sponsor. All existing
account balances of Delphi Employees may be voluntarily transferred to the Delphi PSP under
procedures established by GM. A Delphi stock investment option will be added to the Delphi
PSP.



     b. Delphi PSP participants who retire on or before January 1, 2000 will be eligible
for a one-time transfer of their account balances (including loans) from the Delphi PSP to the
GM PSP under procedures established by GM.



     c. Delphi PSP participants who had unbroken seniority at GM immediately prior to
May 28, 1999, who move to GM pursuant to the provisions of the UAW-GM-Delphi Flowback
Agreement will be eligible for a one-time transfer of their account balances (including loans)
from the Delphi PSP to the GM PSP under procedures established by GM.



7. PROFIT SHARING




     Otherwise eligible Delphi employees shall be treated under the Delphi Profit Sharing Plan as
if they were covered under the terms and conditions of the 1996 UAW-GM Supplemental Agreement on
The General Motors Profit Sharing Plan for Hourly-Rate Employees in the United States for Plan
Year 1999. Thereafter, Delphi employees shall be covered under the terms and conditions of the
1999 UAW-Delphi Supplemental Agreement on the Delphi Profit Sharing Plan for Hourly-Rate Employees
in the United States.



     For Plan Year 2000 and thereafter, Delphi and GM employees who are Eligible Participants in
the Delphi and GM Profit Sharing Plans for separate periods of a given Plan Year as a result of
flow-back arrangements between the two companies, shall have his/her




- 13 -









 







Compensated Hours for the Plan Year under the respective Plans not exceed a combined total of 1,850
hours. Furthermore, such an employee’s combined total Compensated Hours for the Plan Year shall
accumulate and be applicable under each Plan in the order in which the hours are compensated under
the respective Plans, up to a combined total not to exceed 1,850 hours. For purposes of determining
the Allocation of the Total Profit Share, such an employee shall be considered a Participant in
each Plan for the given Plan Year.




     If issues arise regarding the application of these provisions, the parties will meet to
discuss and resolve them.



8. OVERPAYMENTS




     a. Any overpayments recoverable to GM or GM-UAW benefit plans from employees transferring to
Delphi, will be recoverable from future wages and benefit payments payable to Delphi employees.



9. OTHER




     a. Eligibility for any GM or Delphi employee benefit plan/program shall be
determined solely by the written provisions of such respective plan/program.



     b. Retirement from either GM or Delphi will terminate all seniority at all plants of
both GM and Delphi.


The
parties agree that if unusual circumstances occur that were not contemplated at the time this
Understanding was negotiated and agreed upon, said parties may discuss and resolve such
circumstances.





- 14 -









 







Executed by the duly authorized representatives of the parties this 30th day
of September, 1999.




	 	 	 	 	 	 	 
	INTERNATIONAL
UNION, UAW

	 	 
	 	GENERAL MOTORS CORPORATION
	 	 
	 
	 	 	 	 	 	 
	/s/ Richard Shoemaker

	 	 	 	/s/ R. J. O’Brien	 	 
	 

	 	 	 	 	 	 
	/s/ Jim Beardsly

	 	 	 	/s/ [ILLEGIBLE]	 	 
	 

	 	 	 	 	 	 
	/s/ Jon Richards

	 	 	 	/s/ [ILLEGIBLE]	 	 
	 

	 	 	 	 	 	 





					
	 
	 	 	 	 
	 
	 	DELPHI AUTOMOTIVE SYSTEMS	 	 
	 	 	 	 	 
	 
	 	/s/ S. L. Gebbia	 	 
	 
	 	 	 	 
	 
	 	/s/ [ILLEGIBLE]	 	 
	 
	 	 	 	 
	 
	 	/s/ [ILLEGIBLE]	 	 
	 
	 	 	 	 






- 15 -









 








ATTACHMENT A




DELPHI DIVESTED UNITS





	•	 	American Axle






	 	-	 	Delphi Steering-Buffalo
	 
	 	-	 	Delphi Steering-Detroit Forge
	 
	 	-	 	Delphi Steering-Detroit Gear & Axle
	 
	 	-	 	Delphi Steering-Tonawanda Forge
	 
	 	-	 	Delphi Steering-Three Rivers






	•	 	Delco Remy America






	 	-	 	Delphi Energy & Engine-Anderson
	 
	 	-	 	Delphi Energy & Engine-Meridian






	•	 	Magnaquench






	 	-	 	Delphi Energy & Engine-Anderson






	•	 	Peregrine






	 	-	 	Delphi Interior-Coldwater Road
	 
	 	-	 	Delphi Interior-Livonia






	•	 	Guide Lighting






	 	-	 	Delphi Interior-Monroe
	 
	 	-	 	Delphi Interior-Anderson






	•	 	Lear Seating






	 	-	 	Delphi Interior-Monroe
	 
	 	-	 	Delphi Interior-Anderson






	•	 	Chasco Systems






	 	-	 	Delphi Chassis Systems-Livonia (Coil Springs)


















 





Amendment to UAW-GM-Delphi Memorandum

of Understanding Benefit Plan Treatment



Whereas, the UAW, GM and Delphi entered into a Memorandum of Understanding, Benefit Plan
Treatment (“MOU”) concerning benefit treatment for UAW represented employees regarding the
separation of GM and Delphi.



Whereas, the MOU set forth certain provisions regarding benefit treatment in the event of a
flowback to GM or Delphi under the provisions of the UAW-GM-Delphi
Flowback Agreement.



Whereas, flowback treatment was limited to GM and Delphi employees who acquired seniority on
or before the expiration of their respective 1996 GM-UAW or Delphi-UAW National Agreements.



Whereas,
as part of the negotiations with the UAW regarding the 2003 GM-UAW National
Agreement and the 2003 Delphi-UAW National Agreement, the parties agreed to extend flowback
rights to all UAW represented employees hired by GM or Delphi before the expiration of their
respective 1996 GM-UAW or Delphi-UAW National Agreement but who were not covered under the
UAW-GM-Delphi Flowback Agreement (the “Covered Employees”).



Now, therefore the parties agree to amend the MOU for Covered Employees as follows:





	 	1.	 	Flowback treatment under the MOU shall apply to Covered Employees.
	 
	 	2.	 	The requirement that an employee have unbroken seniority at GM
immediately prior to May 28,1999 shall not apply to Covered Employees.
	 
	 	3.	 	In the event GM or Delphi agree to make lump-sum payments to retirees and
Covered Employees are included in the group of retirees eligible for such lump sums, the lump
sum payable by each company will be pro-rated based on the credited service at the
paying company divided by total credited service at both GM and Delphi in accordance
with the terms of the MOU.





Executed
by the duly authorized representatives of the parties this 18th
 day of SEPTEMBER, 2003.



					
	 	 	 	 	 
	INTERNATIONAL UNION, UAW
	 	 	 	GENERAL MOTORS CORPORATION
	/s/ Richard Shoemaker
	 	 	 	/s/ Deana Munger
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	DELPHI CORPORATION	 	 
	 
	 	/s/ Ralph E. Hundley	 	 
	 
	 	 	 	 





 









 






Master Restructuring Agreement




Exhibit 5.01 (b)(ii)

Letter agreement dated March 4, 1999 between Delphi and GM

concerning certain asbestos liability, as supplemented by letter agreement

dated May 10, 1999 between Delphi and GM




 









 











			
	     memo
	 	Privileged and Confidential
	 
	 	Attorney Work Product






	 	 	 
	Date:

	 	March 4, 1999
	To:

	 	Louis H. Lindeman, Jr.
	From:

	 	Joseph E. Papelian
	Subject:

	 	Asbestos Brake Pads
	c

	 	Warren G. Andersen
	 

	 	John G. Blahnik
	 

	 	Graham M. Rickard
	 

	 	Logan G. Robinson





This letter is a follow-up to our telephone conversation yesterday and memorializes the
agreement reached last year during Project Oracle regarding existing
and future asbestos
brake claims.



The
GM/Delphi Master Separation Agreement provides that Delphi will
indemnity GM for all claims
involving components and systems we provide to parties other than GM, and that Delphi will
indemnity GM for all components and systems provided to GM that were manufactured after January
1, 1999. Although Delphi has not manufactured asbestos brake pads for
several years, and
has no plans to do so, there are pending brake asbestos claims
against GM that the GM Legal
Staff is defending. I understand Glenn Jackson of your section is the
principal GM attorney
supervising these cases.



While many
of the asbestos brake pads were manufactured and installed on GM vehicles, others
were sold to non-GM entitles. Last year we agreed that GM would
retain responsibility for all
existing and future claims for asbestos brake pads manufactured by
Delphi  before January 1, 1989.
Including those sold to non-GM entities.



I believe
this letter accurately summarizes our agreement. If you agree, please sign in the
space below and return a signed copy to me.



Accepted agreed to this 4th day of March 1999.



/s/
Louis H. Lindeman, Jr.                

Louis H. Lindeman, Jr.









 









 











			
	     memo	 	 
	 
	 	Privileged and Confidential

Attorney Work Product






	 	 	 
	Date:

	 	May 10, 1999
	To:

	 	Louis H. Lindeman, Jr.
	From:

	 	Joseph E. Papelian
	Subject:

	 	Asbestos Brakes
	c

	 	Warren G. Andersen
	 

	 	John G. Blahnik
	 

	 	Graham M. Rickard
	 

	 	Logan G. Robinson





This letter supplements our March 4th agreement regarding existing and future asbestos brake
claims.



My March 4th memo memorialized our agreement that GM would retain responsibility for all
existing and future claims for asbestos brake pads manufactured by Delphi before January 1, 1999,
including those sold to non-GM entities. Subsequent to that
agreement, I learned that Delphi still
manufactures asbestos rear brake drum linings for sale to Chrysler and GM. Chrysler uses these
linings on one line of pick-up trucks (RAM 1500) and GM uses asbestos linings on the “J” car.



Chrysler
plans to discontinue use of asbestos linings at the end of the
1999 Model Year. However,
GM plans to use asbestos brake linings on the “J” car for
several more model years. In addition,
Delphi manufactures asbestos brake linings for service parts but sells them only to Chrysler and
GM. The asbestos brake linings service parts sold to GM are for several models, but those sold to
Chrysler are limited to the RAM 1500 truck. The attached schedule provides information about the
part numbers and vehicle lines on which the asbestos linings are
used. There are markings on the
linings that reflect the date of manufacture and material used. Delphi has no plans to enter the
after-market sale of asbestos brake linings or pads beyond that noted above.



Since Delphi currently sells asbestos linings only to Chrysler and GM for the applications noted on
the attached, we propose amending our March 4 agreement as follows.





	 	•	 	GM would retain responsibility for all existing and future claims for asbestos brake pads
manufactured by Delphi before January 1, 1999, including those sold to non-GM
entities;





 









 





Louis H.
Lindeman, Jr.

May 10, 1999





	 	•	 	GM would retain responsibility for all existing and future claims for asbestos pads and
linings manufactured by Delphi and sold to GM, regardless of when
they were manufactured;
and
	 
	 	•	 	Delphi would accept responsibility for asbestos pads and linings manufactured after December
31, 1998 and sold to customers other than GM.




If you
agree to the proposed amendment, please sign in the space below and return a signed copy to
me.




att.




Accepted
and agreed to this
12th day of May
 1999.




/s/
Louis H. Lindeman, Jr.                

Louis H. Lindeman, Jr.






Page 2









 








[ILLEGIBLE]



	DELPHI CHASGIG BRACK APPLICTION TYPE CHART






 









 








Master Restructuring Agreement




Exhibit 5.01(b)(iii)

Investment Tax Credit Transfer Agreement, dated December 8, 2000, between Delphi

Automotive Systems Corporation (n/k/a Delphi) and GM





 











 





INVESTMENT TAX CREDIT TRANSFER AGREEMENT




     This INVESTMENT TAX CREDIT TRANSFER AGREEMENT (“Agreement”) is made and entered into as of
December 8, 2000, by and between General Motors Corporation (“GM”), a Delaware corporation, and
Delphi Automotive Systems Corporation (“Delphi”), a Delaware corporation.



RECITALS




     WHEREAS, pursuant to Subdivision 12 of Section 210 of Chapter 60 of the New York Laws
(hereinafter “Tax Law”), where property with respect to which investment tax credit has been
allowed is disposed of by transfer to a taxpayer in a qualified transaction that otherwise
qualifies under the Tax Law, the taxpayer and the transferor may jointly elect to permit such
credit to be treated as the credit of the taxpayer and carried forward by the taxpayer (hereinafter
referred to as “unused credit”);



     WHEREAS, GM and Delphi agree that property was transferred to Delphi from GM by means of
a qualified transaction that otherwise qualifies under the Tax Law;



     WHEREAS, GM and Delphi desire to jointly elect pursuant to the Tax Law to permit such credit
to be treated as the credit of Delphi;



     WHEREAS, the joint election is to be made by filing a document indicating the joint election
with the GM and Delphi New York franchise tax returns for tax year 1999, due on or about December
15, 2000;



     WHEREAS, GM and Delphi agree that the amount of unused credit with respect to the property
transferred tentatively is $43,817,192, calculated in the manner and for the years as indicated in
Attachment 1, that schedule being incorporated by reference and made a part of this Agreement;



     WHEREAS, it is the intention of the parties to cooperate fully to maximize the amount of the
investment tax credit that is the subject of this joint election;



     NOW, THEREFORE, in consideration of the agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be
legally bound thereby, GM and Delphi agree as follows:




Section 1. The above recitals are hereby incorporated into this Agreement by reference.




Section 2. GM and Delphi will execute this Agreement, all parties signing thereto being
authorized to execute said Agreement;




Section 3. GM and Delphi will execute the document included as Attachment 2, such document
constituting the aforementioned joint election;



1









 






Section 4. GM and Delphi will file said executed document described as Attachment 2 with their
respective 1999 New York franchise tax returns on or before the extended due date of December
15, 2000;




Section 5. In consideration of the execution of this agreement and the election Delphi will make
payments to GM as follows:




	 	a.	 	Where a credit is allowed to Delphi pursuant to
Section 210 (12)(g)(11) of the Tax
Law, Delphi shall pay to GM forty percent (40%) of the amount of such credit
applied by Delphi in accordance with the provisions of
Section 210 (12)(g)(11)(H) of
the Tax Law;
	 
	 	b.	 	Delphi shall pay to GM forty percent (40%) of the amount of unused credit used to
offset, reduce or eliminate any New York tax, expense, fee, or any
other amount due by Delphi, except as discussed in subsection a above.
	 
	 	c.	 	Delphi shall make available to GM all records necessary to permit a review of the
compliance with the provisions of this Section 5.






Section 6. In the event that the State of New York audits or otherwise attempts to adjust the
amount or availability of the unused credit, such audit shall be the responsibility of Delphi, with
the complete cooperation of GM with respect to records or any other relevant information that may
be in the control of GM.




	 	a.	 	Delphi shall conduct such audits of the unused credits in good faith, and any audits,
assessments, agreements, settlements and related documents that affect the amount of
the payment to be paid to GM thereto are subject to review by GM prior to their
acceptance by Delphi.
	 
	 	b.	 	In the event that outside legal or other professional expenses are incurred by Delphi
to
defend the amount or availability of the unused credit, GM shall reimburse Delphi for
forty percent (40%) of such expenses. Delphi shall be reimbursed by GM after
Delphi presents to GM a demand for such reimbursement supported by copies of such
invoices setting forth the detail of the expense.
	 
	 	c.	 	In the event that any audits, assessments, agreements or settlements result in a
reduction of the unused credit that has become final, and to the extent that any related
amount has been previously paid to GM, GM shall reimburse Delphi for forty percent
(40%) of such reduction paid to the State of New York after being presented with a
demand for such reimbursement, such demand attaching copies and setting forth the
detail of the reduction.






Section 7. Disputes arising in connection with this Agreement shall be resolved in accordance
with the procedures set forth in the Master Separation Agreement, with the proviso that each
arbitrator shall be a tax attorney or tax accountant who is generally




2









 









recognized in the tax community as a qualified and competent tax practitioner with experience
in the tax area involved in the issue or issues to be resolved.




Section 8.




	 	a.	 	All payments required by this Agreement shall be made by (i) wire transfer to the
appropriate bank account as may from time to time be designated by the parties for
such purpose; provided, that on the date of such wire transfer notice of the transfer
is
given to the recipient thereof in accordance with Section 9 hereof, or (ii) any other
method agreed to by the parties. All payments due under this Agreement shall be
deemed to be paid when available funds are actually received by the payee.
	 
	 	b.	 	Delphi shall make the payments provided for in Section 5
not later than 30 days following:






	 	I.	 	the application of the credit as provided in Section 5(a) of this Agreement
and if such application is a refund then Delphi will pay GM when it receives the refund from the State of New York, or
	 
	 	II.	 	the filing of a return or report which utilizes the unused credit to offset,
reduce or eliminate any New York tax, expense or fee, as provided in Section 5(b) of this Agreement.






	 	c.	 	Payments due shall not be reduced or subjected to setoff by Delphi for any reason
whatsoever.
	 
	   	Section 9.	 	    
	 
	 	a.	 	Notices, requests, permissions, waivers, and other communications hereunder shall be in
writing and shall be deemed to have been duly given upon (a) a transmitter’s confirmation of a
receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard
overnight courier the following Business Day or if delivered by hand the following Business
Day), or (b) confirmed delivery of a standard overnight courier if delivered by hand, to the
parties at the following addresses (or at such other addresses for a party as shall be
specified by like notice):






If to GM, to:



	 	 	 
	 

	 	General Motors Corporation
	 

	 	300 Renaissance Center
	 

	 	MC 482-C15-C66
	 

	 	Detroit, Michigan 48265-3000
	 

	 	Attention: Harry Brinsden
	 

	 	Telecopy No.: (313) 665-4123






3









 









If to Delphi, to:



	 	 	 
	 

	 	Delphi Automotive Systems
	 

	 	P. O. Box 5086
	 

	 	MC 480-414-410
	 

	 	Troy, Michigan 48007-5086
	 

	 	Attention: Denise C. Olbrecht
	 

	 	Telecopy No.: (248) 267-5771







Such names and addresses may be changed by notice given in accordance with this Section 9.




Section 10. GM and Delphi may assign any of their rights or obligations under this Agreement
to any subsidiary or affiliate that they shall designate.




Section 11. This Agreement contains the entire understanding of the parties hereto with respect to
the subject matter contained herein, and supersedes and cancels all prior agreements, negotiations,
correspondence, undertakings and communications of the parties, oral or written, respecting such
subject matter.




Section 12. This Agreement may be amended, modified or supplemented only by a written
agreement signed by all of the parties hereto.




Section 13. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Michigan, without reference to choice of law principles, including matter of construction,
validity and performance.




Section 14. This Agreement and all of the provisions hereof shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.




Section 15. If any term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse
to any party. Upon such determination that any term or other
provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner.




Section 16. Franchise tax shall mean that tax imposed pursuant to Article 9-A of Chapter 60 of the
New York Laws.




4









 








     IN WITNESS WHEREOF, each of the parties has caused this Investment Tax Credit Transfer
Agreement to be executed on its behalf by its officers or designates thereunto duly authorized, all
as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roger D. Wheeler
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	CHIEF TAX OFFICER	 	 
	 
	 	 	 	 	 	 
	 	 	DELPHI AUTOMOTIVE SYSTEMS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James P. Whitson
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	CHIEF TAX OFFICER	 	 







5









 








     



Attachment 1




New York State

Investment Credit Carryforward



Total GM & Subs Carryforward




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	    	 	1986	 	1987	 	1988	 	1989	 	1990	 	1991	 	1992	 	1993	 	1994	 	1995	 	1996	 	1997	 	1998	 	Totals
	 	 	 	 	 	 	 
	Carryforward
From Prior Years
	 	 	292,035	 	 	 	23,303,542	 	 	 	38,371,996	 	 	 	33,289,132	 	 	 	37,313,392	 	 	 	45,280,701	 	 	 	50,098,617	 	 	 	52,468,246	 	 	 	56,099,566	 	 	 	58,416,336	 	 	 	61,969,482	 	 	 	64,913,219	 	 	 	68,606,281	 	 	 	 	 
	Current Year ITC
	 	 	29,068,818	 	 	 	15,966,165	 	 	 	5,664,672	 	 	 	4,896,148	 	 	 	8,518,576	 	 	 	5,420,186	 	 	 	2,972,570	 	 	 	4,362,485	 	 	 	4,212,606	 	 	 	3,891,991	 	 	 	3,394,530	 	 	 	3,763,992	 	 	 	13,118,625	 	 	 	105,251,364	 
	Current Year Recapture Of ITC
	 	 	(750,413	)	 	 	(451,638	)	 	 	(464,067	)	 	 	(1,345,689	)	 	 	(54,187	)	 	 	(32,833	)	 	 	(46,207	)	 	 	(577,203	)	 	 	(1,453,494	)	 	 	(34,256	)	 	 	(197,185	)	 	 	(55,139	)	 	 	(124,120	)	 	 	(4,586,431	)
	 	 	 	 	 	 	 
	Total Carryforward Plus Current Year
	 	 	28,610,440	 	 	 	38,818,069	 	 	 	43,572,601	 	 	 	37,839,591	 	 	 	5,777,781	 	 	 	50,668,054	 	 	 	53,024,980	 	 	 	56,253,528	 	 	 	58,858,678	 	 	 	62,274,071	 	 	 	65,166,827	 	 	 	68,622,072	 	 	 	81,600,788	 	 	 	 	 
	ITC Used In Current Year
	 	 	(5,306,898	)	 	 	(446,073	)	 	 	(10,283,469	)	 	 	(526,199	)	 	 	(497,080	)	 	 	(569,437	)	 	 	(556,734	)	 	 	(153,962	)	 	 	(442,342	)	 	 	(304,589	)	 	 	(253,608	)	 	 	(15,791	)	 	 	(16,873	)	 	 	(19,373,055	)
	 	 	 	 	 	 	 
	Carryforward To Future Years
	 	 	23,303,542	 	 	 	38,371,996	 	 	 	33,289,132	 	 	 	37,313,392	 	 	 	45,280,701	 	 	 	50,098,617	 	 	 	52,468,246	 	 	 	56,099,566	 	 	 	58,416,336	 	 	 	61,969,482	 	 	 	64,913,219	 	 	 	68,606,281	 	 	 	81,583,913	 	 	 	 	 
	 	 	 	 	 	 	 







Delphi Portion




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	   	 	1986	 	1987	 	1988	 	1989	 	1990	 	1991	 	1992	 	1993	 	1994	 	1995	 	1996	 	1997	 	1998	 	Totals
	 	 	 	 	 	 	 
	Carryforward From Prior Years
	 	 	0	 	 	 	6,401,684	 	 	 	19,360,722	 	 	 	19,506,575	 	 	 	21,633,295	 	 	 	24,306,274	 	 	 	27,972,136	 	 	 	30,504,024	 	 	 	33,604,276	 	 	 	35,902,755	 	 	 	37,991,606	 	 	 	39,814,750	 	 	 	41,829,516	 	 	 	 	 
	Current Year ITC
	 	 	8,624,491	 	 	 	13,796,106	 	 	 	3,826,240	 	 	 	2,593,504	 	 	 	2,944,132	 	 	 	3,959,122	 	 	 	2,880,645	 	 	 	3,625,104	 	 	 	3,707,645	 	 	 	2,197,640	 	 	 	2,014,648	 	 	 	2,049,426	 	 	 	2,011,664	 	 	 	54,230,367	 
	Current Year Recapture Of ITC
	 	 	(222,642	)	 	 	(390,253	)	 	 	(313,457	)	 	 	(183,112	)	 	 	(18,728	)	 	 	(23,983	)	 	 	(44,778	)	 	 	(479,640	)	 	 	(1,279,265	)	 	 	(19,343	)	 	 	(117,029	)	 	 	(30,022	)	 	 	(19,033	)	 	 	(3,141,285	)
	 	 	 	 	 	 	 
	Total Carryforward Plus Current Year
	 	 	8,401,849	 	 	 	19,807,537	 	 	 	22,873,505	 	 	 	21,916,967	 	 	 	24,558,699	 	 	 	28,241,413	 	 	 	30,808,003	 	 	 	33,649,489	 	 	 	36,032,655	 	 	 	38,081,053	 	 	 	39,889,225	 	 	 	41,834,153	 	 	 	43,822,147	 	 	 	 	 
	ITC Used In
Current Year
	 	 	(1,558,444	)	 	 	(130,995	)	 	 	(3,019,882	)	 	 	(154,526	)	 	 	(145,974	)	 	 	(167,223	)	 	 	(163,493	)	 	 	(45,213	)	 	 	(129,900	)	 	 	(89,447	)	 	 	(74,475	)	 	 	(4,637	)	 	 	(4,955	)	 	 	(5,689,164	)
	 	 	 	 	 	 	 
	Adjusted Amount
	 	 	6,843,405	 	 	 	19,676,542	 	 	 	19,853,623	 	 	 	21,762,441	 	 	 	24,412,725	 	 	 	28,074,190	 	 	 	30,644,510	 	 	 	33,604,276	 	 	 	35,902,755	 	 	 	37,991,606	 	 	 	39,814,750	 	 	 	41,829,516	 	 	 	43,817,192	 	 	 	 	 
	% Disallowed Per NY Audit
	 	 	5.1217	%	 	 	2.2892	%	 	 	9.0702	%	 	 	4.9796	%	 	 	3.6157	%	 	 	2.5777	%	 	 	4.8769	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Amount Disallowed
	 	 	(441,721	)	 	 	(315,820	)	 	 	(347,048	)	 	 	(129,146	)	 	 	(106,451	)	 	 	(102,054	)	 	 	(140,486	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1,582,726	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carryforward
To Future Years
	 	 	6,401,684	 	 	 	19,360,722	 	 	 	19,506,575	 	 	 	21,633,295	 	 	 	24,306,274	 	 	 	27,972,136	 	 	 	30,504,024	 	 	 	33,604,276	 	 	 	35,902,755	 	 	 	37,991,606	 	 	 	39,814,750	 	 	 	41,829,516	 	 	 	43,817,192	 	 	 	43,817,192	 
	 	 	 	 	 	 	 

















 








December 8,
2000




State of New York Department of Taxation and Finance

W.A. Harriman Campus

Albany, NY 12227




Joint
Election Under Tax Law Section 210.12(g)(11)(B)




For General Motors Corporation:



I certify
that I am an authorized person with respect to the transferor. General Motors
Corporation. On behalf of General Motors Corporation, I elect to utilize the investment tax credit
provisions set forth in Tax Law section 210.12(g)(11)(B).




	 	 	 	 	 
	/s/     ROGER D. WHEELER
 

On behalf of General Motors Corporation

	 	 	 	 
	 
	     ROGER D. WHEELER
	 	 	 	 
	     CHIEF TAX OFFICER
 

Name & Title

	 	12/8/2000
 

Date
	 	 






For Delphi Automotive Systems Corporation:



I certify that I am an authorized person with respect to the taxpayer, Delphi Automotive Systems
Corporation. On behalf of Delphi Automotive Systems Corporation, I elect to utilize the investment
tax credit provisions set forth in Tax Law section 210.12(g)(11)(B).




	 	 	 	 	 
	      James P. Whiston
 

On behalf of Delphi Automotive Systems Corporation

	 	 	 	 
	     James P. Whitson
	 	 	 	 
	     Chief Tax Officer
 

Name & Title

	 	12/11/2000
 

Date
	 	 

















 








CONFIDENTIALITY AGREEMENT




     This CONFIDENTIALITY AGREEMENT (“Agreement”) is made and entered into as of February 27, 2001,
by and between General Motors Corporation (“GM”), a Delaware corporation, and Delphi Automotive
Systems Corporation (“Delphi”), a Delaware corporation. The Agreement reduces to writing the oral
agreement and understanding reached between the parties on December 11, 2000.



RECITALS



WHEREAS, GM and Delphi have entered into an INVESTMENT TAX CREDIT TRANSFER AGREEMENT (incorporated
by reference and made a part of this Agreement) which relates to a claim for refund of unused
Investment Tax Credit with the State of New York;



WHEREAS, GM and Delphi filed tax returns on or about December 15, 2000 making the required
elections and claiming the refund;



NOW, THEREFORE, GM and Delphi agree as follows:



Section 1. The purpose of this Agreement is to protect and prevent unauthorized disclosure of
confidential information to any third party.



Section 2. GM and Delphi agree that the terms of the INVESTMENT TAX CREDIT TRANSFER AGREEMENT are
confidential and will not be discussed with, or disclosed to, any third party unless required by
law.




     IN WITNESS WHEREOF, each of the parties has caused this Confidentiality Agreement to be
executed on its behalf by its officers or designates thereunto duly authorized, all as of the day
and year first written above.



	 	 	 	 	 
	GENERAL MOTORS CORPORATION	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ Michael A. Mack
 

General Director — State and Local Taxes

and Global Customs Activities
	 	 
	 
	 	 	 	 
	DELPHI AUTOMOTIVE SYSTEMS CORPORATION	 	 
	 
	 	 	 	 
	By: 

Title:

	 	/s/ Richard J. Zablocki
 

Director of Tax Administration
	 	 
















 









Delphi Corporation (t/k/a Delphi Automotive Systems Corporation)

Tax Year: 01/01/02 — 12/31/02




Form CT-46 — Claim for Investment Tax Credit




Investment Tax Credit Carryforward



The taxpayer. Delphi Automotive Systems Corporation (DASC) was spun-off
from General Motors Corporation (GMC) on May 28, 1999. Pursuant
to Tax law Section 210.12(g)(11)(B), on December 8, 2000. DASC and GMC
entered into an election whereby the amount of any unused
Investment Tax Credits relating to DASC New York State investments prior
to the spin-off date are to be treated as a credit of DASC which will be
carried forward by the taxpayer. The joint election that was entered into
by DASC and GMC (copy attached), was filed with each party’s respective
New York State franchise tax return for the tax year ended December
31, 1999, as required by tax Law Section 210.12(g)(11)(B). The following
Tax Law Section specifies the manner in which the unused credits are to be treated in years
subsequent to the spin-off of the taxpayer from GMC.




Tax
Law section 210.12(g)(11)(h) specifies that:



Where a
credit is allowed to a taxpayer pursuant to this subparagraph, the taxpayer may treat the
amount of such credit as an overpayment of tax to be credited or refunded in accordance with
the provisions of section ten hundred
eighty-six of this chapter, provided, however, the provisions of subsection (c) of section ten
hundred eighty-eight of
this chapter notwithstanding, no interest shall be paid thereon. Such
credit shall be allowed
against the tax imposed by
this article with respect to the second succeeding taxable year next
following the transaction year, provided
that not
more than one-fourth of the amount of such credit may be applied by the taxpayer, whether to reduce
tax otherwise
due or to be treated as an overpayment to be credited or refunded, with respect to such second
succeeding taxable
year and each of the next three taxable years following such second succeeding taxable year.



The unused Investment Tax Credit transferred from General Motors Corporation to DASC on May
28, 1999. DASC’s first taxable year after the
transaction year was May 29, 1999 through December 31, 1999. Therefore, the second succeeding taxable
year following the transaction year is
the tax year January 1, 2000 through December 31, 2000. The
total unused credits as of May 28, 1999
were $43,817,192. The following schedule
outlines the availability of one-fourth of the amount of total credits
to be applied in the second succeeding taxable year and each of the next three
taxable years following the second succeeding taxable year. The
taxpayer with claim a refund of the
allowable amount of credits on Form CT-46
(Claim for Investment Tax Credit).




Amount
of Unused Investment Tax Credit Available for Tax Year 20002003:




	 	 	 	 	 
	 	 	 	 	Total Future Amonts
	 	 	Allowable	 	Available for
	Tax Year	 	Refund	 	Credit Refund
	2000
	 	10,954,298	 	 
	2001
	 	10,954,298	 	 
	2002
	 	10,954,298	 	 
	2003
	 	10,954,298	 	10,954,298
	 
	 	 	 	 
	 
	 	43,817,192	 	10,954,298
	 
	 	 	 	 






Detail
of Available Unused Investment Tax Credit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	   	 	1986	 	1987	 	1988	 	1989	 	1990	 	1991	 	1992	 	1993	 	1994
	 	 	 
	Carryforward
From Prior Years
	 	 	0	 	 	 	6,401,684	 	 	 	19,360,722	 	 	 	19,506,575	 	 	 	21,633,295	 	 	 	24,306,274	 	 	 	27,972,136	 	 	 	30,504,024	 	 	 	33,604,276	 
	Current Year ITC
	 	 	8,624,491	 	 	 	13,796,108	 	 	 	3,826,240	 	 	 	2,593,504	 	 	 	2,944,132	 	 	 	3,959,122	 	 	 	2,880,645	 	 	 	3,625,104	 	 	 	3,707,645	 
	Current Year
Recapture of ITC
	 	 	(222,642	)	 	 	(390,253	)	 	 	(313,457	)	 	 	(183,112	)	 	 	(18,728	)	 	 	(23,983	)	 	 	(44,778	)	 	 	(479,640	)	 	 	(1,279,265	)
	 	 	 
	Total Carryforward Plus Current Year
	 	 	8,401,849	 	 	 	19,807,537	 	 	 	22,873,505	 	 	 	21,916,967	 	 	 	24,558,699	 	 	 	28,241,413	 	 	 	30,808,003	 	 	 	33,649,489	 	 	 	36,032,655	 
	ITC Used in Current Year
	 	 	(1,558,444	)	 	 	(130,995	)	 	 	(3,019,882	)	 	 	(154,526	)	 	 	(145,974	)	 	 	(167,223	)	 	 	(163,493	)	 	 	(45,213	)	 	 	(129,900	)
	 	 	 
	Adjusted Amount
	 	 	6,843,405	 	 	 	19,676,542	 	 	 	19,853,623	 	 	 	21,762,441	 	 	 	24,412,725	 	 	 	28,074,190	 	 	 	30,644,510	 	 	 	33,604,276	 	 	 	35,902,755	 
	% Disallowed Per NY Audit
	 	 	5.1217	%	 	 	2.2892	%	 	 	9.0702	%	 	 	4.9796	%	 	 	3.6157	%	 	 	2.5777	%	 	 	4.8769	%	 	 	 	 	 	 	 	 
	 	 	 
	Amount Disallowed
	 	 	(441,721	)	 	 	(315,820	)	 	 	(347,048	)	 	 	(129,146	)	 	 	(106,451	)	 	 	(102,054	)	 	 	(140,486	)	 	 	 	 	 	 	 	 
	 	 	 
	Carryforward
To Future Years
	 	 	6,401,684	 	 	 	19,360,722	 	 	 	19,506,575	 	 	 	21,633,295	 	 	 	24,306,274	 	 	 	27,972,136	 	 	 	30,504,024	 	 	 	33,604,276	 	 	 	35,902,755	 
	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1995	 	1996	 	1997	 	1998	 	Totals
	 	 	 
	Carryforward From Prior Years
	 	 	35,902,755	 	 	 	37,991,606	 	 	 	39,814,750	 	 	 	41,829,516	 	 	 	 	 
	Current Year ITC
	 	 	2,197,640	 	 	 	2,014,648	 	 	 	2,049,426	 	 	 	2,011,664	 	 	 	54,230,367	 
	Current Year Recapture Of ITC
	 	 	(19,343	)	 	 	(117,029	)	 	 	(30,022	)	 	 	(19,033	)	 	 	(3,141,285	)
	 	 	 
	 Total Carryforward plus Current Year
	 	 	38,081,053	 	 	 	39,889,225	 	 	 	41,834,153	 	 	 	43,822,147	 	 	 	 	 
	ITC Used In Current Year
	 	 	(89,447	)	 	 	(74,475	)	 	 	(4,637	)	 	 	(4,955	)	 	 	(5,689,164	)
	 	 	 
	Adjusted Amount 
	 	 	37,991,606	 	 	 	39,814,750	 	 	 	41,829,516	 	 	 	43,817,192	 	 	 	 	 
	
% Disallowed Per NY Audit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Amount Disallowed
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1,582,726	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carryforward
To Future Years
	 	 	37,991,606	 	 	 	39,814,750	 	 	 	41,829,516	 	 	 	43,817,192	 	 	 	43,817,192	 
	 	 	 






Statement 10

















 





Master Restructuring Agreement




Exhibit 5.01 (b)(iv)


Management Services Agreement, dated September 19, 2002, as amended, among Delphi

Corporation and General Motors Management Corporation, Delphi Mechatronic Systems,

Inc., Packard-Hughes Interconnect Company and Manufacturing




 









 





MANAGEMENT SERVICES AGREEMENT




     This Management Services Agreement, including Exhibits A, B, C and D and Addenda 1 through 3
(the “Agreement”), dated September 17, 2002, is entered into by and between Delphi Corporation, a
Delaware corporation (formerly known as Delphi Automotive Systems Corporation) (“Delphi”) and
General Motors Investment Management Corporation, a Delaware corporation (“GMIMCo”).



RECITALS




     1. Delphi and certain of its wholly-owned subsidiaries (each a “Delphi Subsidiary” and
collectively the “Delphi Subsidiaries”) sponsor “employee pension benefit plans,” as defined in the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) § 3(2)(A). These employee
pension benefit plans (each a “U.S. Plan” and collectively the “U.S. Plans”) are subject to the
provisions of ERISA.



     2. Delphi, acting through its Board of Directors, appointed the Executive Committee of the
Board of Directors as “named fiduciary” (as defined in
ERISA § 402(a)(2)) with respect to the U.S.
Plans sponsored by Delphi.



     3. Additionally, Delphi, acting through its Board of Directors, designated GMIMCo as “named
fiduciary” (as defined in ERISA § 402(a)(2)) for purposes of investment of the U.S. Plans sponsored
by Delphi.



     4. Further, pursuant to two separate Investment Management Agreements between GMIMCo and
Delphi (together, the “Investment Management Agreements”),
each dated January 1, 1999 and each
subsequently amended through the date of this Agreement, Delphi, acting through one of its
designated officers, appointed GMIMCo “investment manager” (as defined in ERISA § 3(38)(A)) with
respect to the U.S. Plans Delphi sponsors.



     5. Moreover, Delphi, acting through its Board of Directors, directed the establishment of the
Investment Policy Committee of Delphi (“IPC”) and authorized the IPC to: (a) make annual
recommendations to the Executive Committee regarding investment policy guidelines for the assets of
the U.S. Plans sponsored by Delphi; (b) interact with and oversee the performance of the named
fiduciary for investment purposes of the U.S. Plans sponsored by Delphi; (c) acting as employer on
behalf of Delphi and in accordance with a procedure described in ERISA § 402(a)(2), remove and
replace the named fiduciary for investment purposes of the
U.S. Plans sponsored by Delphi with itself or another appointee; and (d) perform such fiduciary
and other responsibilities as may be delegated to it or as have been authorized by the Executive
Committee.



     6. In anticipation of and for the purpose of executing this Agreement, and in accordance with
a procedure described in ERISA § 402(a)(2), the IPC removed and immediately re-appointed GMIMCo as
named fiduciary for investment purposes and re-appointed GMIMCo as
investment manager of the U.S.
Plans sponsored by Delphi to undertake the duties, responsibilities and authority set forth in this
Agreement, reserving to itself the authority to: (a) remove a portion of the assets of any of the
U.S. Plans from the investment control and authority



 









 





of GMIMCo (any assets so removed by the IPC or by any other person or entity duly appointed and
empowered by Delphi or a Delphi Subsidiary are referred to as the “Removed Assets”); (b) direct how
the Removed Assets are to be invested; and (c) appoint “investment managers)” (as defined in ERISA
§ 3(38)(A)) to manage the Removed Assets (investment managers other than GMIMCo that are appointed
by the IPC or by any other entity duly appointed and empowered by Delphi or a Delphi Subsidiary are
referred to in this Agreement as “Delphi Investment Managers”) as it deems appropriate in its sole
discretion.




     7. Each Delphi Subsidiary, acting through its respective Board of Directors, general partner,
or other duly designated “named fiduciary,” as applicable, has designated GMIMCo as “named
fiduciary” (as defined in ERISA § 402(a)(2)) for purposes of investment of the U.S. Plans it
sponsors.



     8. Delphi, GMIMCo, and each Delphi Subsidiary, simultaneous with the execution of this
Agreement, are entering into a separate Addendum to this Agreement pursuant to which each Delphi
Subsidiary, acting through a designated officer, will authorize Delphi, the IPC, and GMIMCo to act
in accordance with the terms of this Agreement, including the right of the IPC to remove assets
from the control and management of GMIMCo and to appoint one or more Delphi Investment Managers to
manage the Removed Assets, and the Addendum for each Delphi Subsidiary will be ratified and
approved by the governing body of such Delphi Subsidiary or the designated named fiduciary for the
U.S. Plans sponsored by such subsidiary.



     9. GMIMCo, in its capacity as a named fiduciary for purposes of investment of the U.S. Plans,
has and may again in the future enter into one or more trust agreements (such agreement(s) together
with any amendments or restatements collectively referred to as the
“Trust Agreements”) with one or
more trustees or custodians (such trustees or custodians serving as such from time to time with
respect to the trust funds next referred to being sometimes collectively referred to as the
“Trustee”) and other parties establishing trust funds to
hold the assets of the U.S. Plans
(collectively, the “Trust Funds”).



     10. The Trust Agreements provide for the assets of the U.S. Plans to be invested by the
Trustee as directed by a named fiduciary or investment manager and permit the assets of the Trust
Funds to be held in one or more group trusts which are incorporated into the Trust Agreements.



     11. General Motors Trust Company, a New Hampshire trust company and an affiliate of GMIMCo
(such company together with any successor being referred to as “GMTC”), has established and may
again in the future establish various collective investment funds in which assets of the U.S. Plans
may be invested (the “Collective Funds”).



2









 





TERMS




     In consideration of the foregoing Recitals and the mutual covenants and agreements set forth
in this Agreement and other good and valuable consideration, the parties agree as follows:



     Section 1. Plans Covered.



     The U.S. Plans to which this Agreement relates are listed in Exhibit A, as it may be amended
from time to time by written agreement of the parties. No other plans are covered by this
Agreement.



     Section 2. Retention.



     Delphi retains GMIMCo to perform investment management services for the U.S. Plans subject to
the terms and conditions of this Agreement. In addition, Delphi retains GMIMCo to perform such
other related services with respect to the U.S. Plans as are specified in this Agreement.



     Section 3. GMIMCo Duties Regarding the U.S. Plans.



     (a) In accordance with its appointment as named fiduciary for purposes of investment of
the U.S. Plans, GMIMCo will have and perform the investment management authority listed in items
(i) through (viii) below with respect to the U.S. Plans, it being understood that GMIMCo will have
full and Independent authority to act in connection with those listed items; provided,
however, that the extent of such authority is subject to Section 4 (regarding Delphi Investment
Managers) below. In addition, but subject to Section 4, GMIMCo will perform the duties with respect
to the U.S. Plans as provided in items (ix) through (xxxii) below. GMIMCo acknowledges that, with
respect to its independent authority and duties as investment manager under this Section 3 referred
to in ERISA § 3(38)(A) to the extent applicable to GMIMCo, it is a fiduciary with respect to the
U.S. Plans as contemplated by ERISA § 3(38)(C).




	 	(i)	 	Selection, hiring, monitoring, evaluation and termination of investment managers. In
this regard, GMIMCo has the power to appoint investment managers (as defined in ERISA § 3(38))
and is authorized to establish investment guidelines for the investment managers appointed by
it, and to negotiate and enter into investment management agreements with respect to the
assets of the U.S. Plans with such investment managers.
	 
	 	(ii)	 	Allocation of assets among investment managers and strategies.
	 
	 	(iii)	 	Management of portfolio transitions, with full authority regarding in-kind
contributions, asset liquidations, and the use of transition accounts.
	 
	 	(iv)	 	Selection, hiring, monitoring, evaluation and termination of the Trustee, and management
of the Trustee relationship (it being understood that GMIMCo will ensure that the Trustee
maintains custody of the assets of the U.S. Plans in accordance with ERISA § 403(a) and the
regulations thereunder).




3









 












	 	(v)	 	Projections of cash flows of the investment accounts within the U.S. Plans taking into
account plan liquidity sources and needs as and to the extent identified to GMIMCo by Delphi.
	 
	 	(vi)	 	Performance of asset mix management, including tactical asset allocation and rebalancing
assets within Strategic Investment Policy Guidelines (as defined in subparagraph (x) below).
	 
	 	(vii)	 	Management of short-term cash.
	 
	 	(viii)	 	Establishment and management of equitization, currency overlay and similar
derivative-based strategies with respect to the U.S. Plan assets.
	 
	 	(ix)	 	Conduct comprehensive studies of the U.S. plans’ pension liabilities,
investment objectives, and risk tolerance (with input from Delphi and its actuaries) as and when
such asset/liability studies are requested by Delphi.
	 
	 	(x)	 	Periodic (and on at least an annual basis) review and recommendations concerning the
appropriateness and efficacy of existing investment policy guidelines for the Hourly and
Salaried Plans (as defined in Exhibit A) setting forth target allocations and ranges for broad
investment categories (e.g., equity, fixed income, real estate), which guidelines, as of the
date of this Agreement, are set forth in Exhibit B, and any additional policy guidelines for
other U.S. Plans (as such guidelines may be amended by the
IPC, the “Strategic Investment Policy Guidelines”) based on, among other
things, pension liabilities, investment objectives and risk tolerance, in light of Delphi’s
objectives with respect to the U.S. Plans as communicated by it to GMIMCo.
	 
	 	(xi)	 	Research with respect to new asset classes or strategies for consideration by Delphi for
the U.S. Plans.
	 
	 	(xii)	 	Recommendations regarding the addition or deletion of investment options that are offered
to participants under the participant-directed defined contribution U.S. Plans (defined
contribution U.S. Plans being referred to in this Agreement as “DC U.S. Plans”).
	 
	 	(xiii)	 	Advice regarding plan design issues as requested by Delphi.
	 
	 	(xiv)	 	Advice regarding plan liability analysis and funding decisions as requested by Delphi.
	 
	 	(xv)	 	Administration of U.S. Plan expense accruals and fee payments based on data provided by or on
behalf of Delphi or the Trustee.
	 
	 	(xvi)	 	Monitoring of trade execution costs and brokerage commissions based on data provided by or
on behalf of the Trustee or third-party investment managers.




4









 












	 	(xvii)	 	Monitoring of securities lending activities.
	 
	 	(xviii)	 	Management of any brokerage commission recapture program of
the U.S. Plans.
	 
	 	(xix)	 	Monitoring of soft dollar utilization by the U.S. Plans based on data provided by or on
behalf of the Trustee or third-party investment managers.
	 
	 	(xx)	 	Oversight of proxy voting policies and procedures. In this regard, GMIMCo will maintain
procedures for voting proxies with respect to securities held in GMIMCo managed investments
and for overseeing proxy voting by investment managers retained by GMIMCo.
	 
	 	(xxi)	 	Assistance to Delphi in connection with its (A) obtaining the financial data required for
annual actuarial valuations, (B) preparing Department of Labor filings, Internal Revenue
Service filings, summary annual reports and summary plan descriptions, (C) preparing corporate
financial statement footnote disclosures, (D) periodic corporate, plan and regulatory audits
and (E) preparing benefit plan cost analyses, in connection with each of the foregoing clauses
(A) through (E) as required by Delphi in administering the U.S. Plans (it being understood and
agreed that such assistance will be limited to matters pertaining to the services provided by
GMIMCo under the Agreement).
	 
	 	(xxii)	 	Oversight of U.S. Plan investment data provided by the Trustee to any recordkeeper
(“Recordkeeper”) with respect to a U.S. Plan.
	 
	 	(xxiii)	 	Assistance to Delphi treasury, legal, and human resource departments and the applicable
Delphi benefits center(s) in addressing questions regarding pension, benefits, and Trust
issues (it being understood and agreed that such assistance will be
limited to matters
pertaining to the services provided by GMIMCo under this Agreement).
	 
	 	(xxiv)	 	Monitoring of third-party investment funds made available by Delphi to U.S. Plan
participants under the DC U.S. Plans.
	 
	 	(xxv)	 	Monitoring of the Recordkeeper relationship with respect to investment-related issues.
	 
	 	(xxvi)	 	Monitoring of Delphi’s relationship with any online investment advice provider designated by
Delphi (“DC Adviser”) with respect to a DC U.S. Plan.
	 
	 	(xxvii)	 	Coordinating the development and production of Delphi-approved DC U.S. Plan participant
communications and educational materials, consisting of Pathways Magazine, Promark Fund fact
sheets, the




5









 






	 	 	 	Investment Performance Summary, and any successor publications for the DC U.S. Plans.
	 
	 	(xxviii)	 	Assistance with coordination of content for the website of the DC U.S. Plans.
	 
	 	(xxix)	 	Assistance with the preparation of the investment-related sections of annual prospectuses
for participants in the DC U.S. Plans.
	 
	 	(xxx)	 	Performing the following functions with respect to the assets of the U.S. Plans managed by
it (and without taking into account any other assets of such U.S. Plans):






	 	(A)	 	monitor U.S. Plan-level investment risk exposures;

	 
	 	(B)	 	monitor asset class-level risk exposures;
	 
	 	(C)	 	monitor investment manager investment guideline compliance;
	 
	 	(D)	 	assess risks of investment manager internal investment controls;
	 
	 	(E)	 	monitor counter-party exposures; and
	 
	 	(F)	 	provide procedures for disaster recovery and business continuity of GMIMCo.






	 	(xxxi)	 	Providing reports to such personnel as Delphi may designate, in accordance with Exhibit C.
	 
	 	(xxxii)	 	Participating in (A) quarterly meetings with the IPC to report on fund returns and analysis
of fund performance and to discuss significant activities affecting U.S. Plan investments, (B)
annual benefits meetings with the International Union, United Automobile, Aerospace, and
Agricultural Implement Workers of America (“UAW”) and the International Union of Electronic,
Electrical, Salaried, Machine and Furniture Workers and Communication Workers of America
(“IUE-CAW”), and (C) such other meetings as Delphi reasonably requests.





     (b) In
furtherance of its authority as set forth above, but subject to Section 4 of this
Agreement, GMIMCo has the following specific powers with respect to the discretionary investment
management of the assets of the U.S. Plans:




	 	(i)	 	to establish, form, invest in, dissolve, liquidate or take any other actions with
respect to any corporation, limited liability company, partnership, trust or other person,
including, without limitation, any title holding corporation under Internal Revenue Code
(“Code”) §§ 501(c)(2) or 501(c)(25);




6









 






	 	(ii)	 	to abandon, acquire, convert, dispose of, exchange, exercise, grant, hold, issue, lease,
mortgage, permit to expire, permit to be held in escrow, pledge, redeem, sell, subscribe for,
surrender, vote, write, or take any and all other actions with respect to Securities or Other
Property1, and to exercise or decline to exercise any rights or obligations appurtenant or
otherwise relating thereto, including (A) engaging in any transactions involving any combination of
and taking any actions necessary or appropriate to settle transactions in puts, calls or other
forms of options (covered or uncovered), futures contracts, swaps or other Securities or Other
Property and (B) entering into stand-by agreements for future investment (either with or without a
stand-by fee), short-selling programs, foreign exchange or foreign exchange contracts, swaps,
guaranteed investment contracts, synthetic guaranteed investment contracts, bank or insurance
company investment contracts (including guarantees with respect to
investments), contracts for the
immediate or future delivery of or otherwise pertaining to Securities or Other Property, and
similar instruments and other derivative investments;
	 
	 	(iii)	 	to initiate, settle, compromise or submit to arbitration any claims, debts or damages
due or owing to or from the investment accounts of the U.S. Plans or to commence, join in or
defend, or represent any such investment account in, any suits or proceedings in any court of
law or before any other body or tribunal, including, without limitation, any claims with
respect to taxes; provided, however, that Delphi will retain the right, in its sole
discretion, to commence, join in, or oppose any such settlements, compromises, arbitrations,
suits, or proceedings where it may be adversely affected by the outcome, or where it believes
that such action is required by ERISA or other applicable law;
	 
	 	(iv)	 	to commence, join in, consent to or oppose the reorganization,
recapitalization, consolidation, sale, merger, foreclosure, liquidation or readjustment of the
finances of any person or the Securities or Other Property thereof, and to deposit any Securities
or Other Property with any protective, reorganization or similar committee, and to pay or agree to
pay







 




			
	1	 	The term “Securities or Other Property” means property of any kind or nature, whether real or
personal, tangible or Intangible, whole or part interest therein, wherever situated, without being
limited to the classes of property in which trustees are authorized to invest trust funds by any
law or any rule of court of any jurisdiction, including without limitation: currency, evidences of
obligations or indebtedness of any person, trust or participation certificates, general or limited
interests in partnerships, membership interests in any organization or other person, insurance or
annuity contracts, guaranteed investment contracts, synthetic guaranteed investment contracts, bank
investment contracts, leaseholds, fee titles, mortgages or other interests in realty, preferred or
common stocks, American depositary receipts, certificates of deposit, evidences of ownership in
joint ventures, swap contracts, futures and/or option contracts, short-selling programs, foreign
exchange contracts, contracts for future or immediate receipt or delivery of securities or relating
to the lending of securities or property and other derivative investments.





7









 











	 	 	 	the expenses and compensation of any such committee and any assessments levied with respect to
Securities or Other Property so deposited;
	 
	 	(v)	 	to borrow money, to guarantee indebtedness or other obligations of other persons, to
pledge any Securities or Other Property for the payment of any such loan or guarantee, or for
any other purpose (whether or not in connection with the borrowing of money), and to enter
into contracts ancillary or relating to such loans, guarantees or pledges;
	 
	 	(vi)	 	to manage, administer, operate, lease for any number of years (regardless of any
restrictions on leases made by fiduciaries), develop, improve, repair, alter, demolish,
mortgage, pledge, grant options with respect to, or otherwise deal with any property or
interest therein at any time held by it, and to renew, extend or participate in the renewal or
extension of any mortgage upon such terms as may be deemed advisable;
	 
	 	(vii)	 	to agree to a reduction in the rate of interest on or other modification in the terms of
any mortgage, loan or guarantee, to waive or enforce any default whether in the performance of
any covenant or condition of any mortgage, loan or guarantee in such manner and to such extent
as may be deemed advisable, to exercise and enforce any and all rights of foreclosure, to bid
on property in foreclosure, to take a deed in lieu of foreclosure with or without paying
consideration therefor and in connection therewith to release the obligation on the bond
secured by such mortgage, and to exercise and enforce in any action, suit or proceedings at
law or in equity any rights or remedies in respect of any such mortgage, loan or guarantee;
	 
	 	(viii)	 	to convert monies received with respect to assets in the investment
accounts of the U.S. Plans into or out of U.S. dollars or other currencies;
	 
	 	(ix)	 	to collect dividends, interest, rents, royalties and other forms of income on or
distributions in respect of Securities or Other Property;
	 
	 	(x)	 	to exercise any right appurtenant to any Securities or Other Property, including without
limitation, by general or limited power of attorney, or by serving or otherwise acting as a
general or limited partner of a partnership, a managing or other member of a limited liability
company, a member of an association, committee or other organization or in any similar
capacity with respect to any person;
	 
	 	(xi)	 	to invest at any bank (A) in any type of interest bearing investments
(including, but not limited to, savings accounts, money market accounts, certificates of deposit
and repurchase agreements) and (B) in non-interest bearing accounts (including, but not limited to,
checking accounts);
	 
	 	(xii)	 	to invest in the Collective Funds as well as in other collective investment funds (which
in each case may provide for payment by the U.S. Plans of




8









 






	 	 	 	fund-level management and other fees and costs, for purchase and redemption related transaction
costs or fees in lieu thereof to be borne by the investor purchasing or redeeming and for
limitations on the size and/or frequency of and required advance notice with respect to such
transactions); and
	 
	 	(xiii)	 	to invest in open-end and closed-end investment companies, regardless of the purposes of
which such funds were created, including those managed, serviced, advised and/or distributed
by GMIMCo or its affiliates, and any partnership, limited or unlimited, joint venture and
other forms of joint enterprise created for any lawful purpose.





     (c) GMIMCo’s responsibilities and obligations with respect to the U.S. Plans are limited
to those responsibilities and obligations specifically set forth in this Agreement.



     Section 4. Delphi Investment Managers.



     (a) During
the term of this Agreement and subject to the terms of this Section 4, Delphi
(acting through the IPC or other duly appointed person or entity) may withdraw from GMIMCo’s
management assets of the U.S. Plans and arrange for those Removed Assets to be managed by one or
more Delphi Investment Managers; provided, however, that the Trustee and Recordkeeper with
respect to all of the other assets of the U.S. Plans continue to be the Trustee and Recordkeeper,
respectively, of any assets so withdrawn. GMIMCo will have no duties or responsibilities in
connection with the selection, hiring, monitoring, evaluation and termination of Delphi Investment
Managers.



     (b) In the event that Delphi intends to withdraw assets from GMIMCo’s management, Delphi will
provide GMIMCo with prompt written notice of such intent. The notice will specify (i) the amount of
assets that are being withdrawn, (ii) the U.S. Plan(s) with respect to which such assets relate,
(iii) the name, address and contact information for the Delphi
Investment Manager(s) who will manage
the assets, (iv) the asset class and sub-asset class mandate from which the assets will be withdrawn
and in which they will be invested by the applicable Delphi
Investment Manager(s) and (v) the
proposed date(s) upon which the withdrawal of assets and the appointment of the Delphi Investment
Manager(s) are to become effective. After such notice is delivered, the parties agree to cooperate
to effect the transfer of the Removed Assets to the specified Delphi
Investment Manager(s) in a
commercially reasonable time frame and manner.



     (c) Delphi
acknowledges that transaction costs and out-of-pocket third party expenses directly
related to a transition may be incurred as a result of the appointment and termination of, and
movement of assets to and from, a Delphi Investment Manager, and agrees that all such costs,
regardless of by whom incurred, will be borne by Delphi or the applicable U.S. Plan(s).



     (d) In the event that and for so long as a Delphi Investment Manager is appointed to manage
Removed Assets:




	 	(i)	 	if requested by GMIMCo, Delphi will either provide to GMIMCo or arrange for GMIMCo to receive
(A) within the time frame set by the Trustee to meet GMIMCo’s reporting requirements, the
month-end values




9









 






	 		 	of the Removed Assets and (B) in a commercially reasonable time frame,
such other information with respect to the Removed Assets in such
manner and form as GMIMCo may reasonably request in connection with its performance of services
under this Agreement;
	 
	 	(ii)	 	except as otherwise provided in Section 3(a)(iv) (regarding the Trustee), but
regardless of whether the appointment of a Delphi Investment Manager is effective under ERISA
§ 405(c) to relieve Delphi of any responsibility for investment or management of the Removed
Assets, GMIMCo will have none of the authority, power, control, advisement, responsibilities,
delegations, duties, or designations referred to in ERISA § 3(21), nor will it have any of the
designations, delegations, authority, duties, responsibilities or powers specified in Sections
2 or 3 of this Agreement with respect to the Removed Assets, and, accordingly, will, to that
extent, not be deemed a fiduciary with respect to such Removed Assets except as otherwise
expressly provided in Sections 4(d)(iii) and (iv) below, and will have no obligations to take
any of the Removed Assets into account in carrying out any of its authority, powers and duties
with respect to the assets of the U.S. Plans except as otherwise expressly provided in
Sections 4(d)(iii) and (iv) below;
	 
	 	(iii)	 	GMIMCo will consult with and make recommendations to Delphi
regarding the allocation of inflows and outflows of U.S. Plan assets as between GMIMCo, on the one
hand, and each Delphi Investment Manager, on the other hand, it being understood that (A) in the
absence of a decision by Delphi to the contrary pursuant to the parenthetical in Section
4(d)(iv)(B) (regarding asset management mix and re-balancing), GMIMCo’s allocable portion thereof
will be equal to the result obtained by multiplying the amount of a particular inflow or outflow by
a fraction the numerator of which is the most recent preceding calendar month-end value of the
assets under GMIMCo’s management of the U.S. Plan experiencing the cash flow and the denominator of
which is the value of all of the assets of such U.S. Plan, (B) Delphi will cause and have sole
responsibility for the Delphi Investment Managers to contribute out of the Removed Assets their
allocable portion of any such outflow, and (C) Delphi will timely provide to each of GMIMCo, the
Delphi Investment Manager(s) and the Trustee all appropriate directions and instructions to effect
such allocations;
	 
	 	(iv)	 	GMIMCo’s sole duties with respect to the Removed Assets will be to:






	 	(A)	 	take into account cash flow data with respect to the Removed Assets timely provided to
GMIMCo by or on behalf of Delphi (along with U.S. Plan liquidity needs as and to the extent
identified to GMIMCo by Delphi) in GMIMCo’s projections of cash flows of the investment
accounts within the U.S. Plans;




10









 






	 	(B)	 	take into account relevant data with respect to the Removed Assets timely provided to GMIMCo by
or on behalf of Delphi in the making by GMIMCo of recommendations to Delphi regarding asset mix
management, including rebalancing assets within the Strategic Investment Policy Guidelines, of the
U.S. Plans’ assets (it being understood and agreed that Delphi will be solely responsible for
evaluating such recommendations, deciding whether and to what extent they will be implemented and
then directing GMIMCo and the Delphi Investment Manager(s) as to the manner of implementation of
Delphi’s decisions, all as and to the extent that Delphi deems appropriate);
	 
	 	(C)	 	take into account relevant data with respect to the Removed Assets and other matters timely
provided to GMIMCo by or on behalf of Delphi and its actuaries in GMIMCo’s performance of
asset/liability studies with respect to the U.S. Plans as and when such studies are requested
by Delphi;
	 
	 	(D)	 	take into account relevant data with respect to the Removed Assets timely provided to GMIMCo
by or on behalf of Delphi in GMIMCo’s monitoring of the Recordkeeper relationship with respect
to investment-related issues;
	 
	 	(E)	 	take into account relevant data with respect to the Removed Assets timely provided to GMIMCo
by or on behalf of Delphi in the provision by GMIMCo of assistance to Delphi in connection
with Delphi’s (A) obtaining the financial data required for annual actuarial valuations, (B)
preparing Department of Labor filings, Internal Revenue Service filings, summary annual
reports and summary plan descriptions, (C) preparing corporate financial statement footnote
disclosures and (D) preparing benefit plan cost analyses, in connection with each of the
foregoing clauses (A) through (D) as required by Delphi in administering the U.S. Plans (it
being understood and agreed that such assistance will be limited to matters pertaining to the
other services provided by GMIMCo under this Agreement);
	 
	 	(F)	 	exercise its authority under Section 3(a)(iv) (regarding the Trustee); and
	 
	 	(G)	 	take into account, to the extent necessary, relevant data with respect to the Removed Assets
for the purpose of fulfilling GMIMCo’s reporting obligations
under Section 3(a)(xxxi).




11









 












     Section 5. Compensation and Expenses.



     Delphi, acting for itself and on behalf of the U.S. Plans, agrees that GMIMCo will receive
compensation and reimbursement of expenses, effective as of January 1, 2002 in accordance with
Exhibit D.



     Section 6. Records and Audit Rights.



     GMIMCo will preserve its records relating to services it performs under this Agreement (to the
extent that it maintains records with respect to such service) for a
period of seven (7) years from
the date of such performance, unless a shorter period is approved by Delphi in writing;
provided, however, that if a longer period of retention is required by law for a particular
type of record, GMIMCo will preserve such records for the legally required period. Delphi may, at
its expense, examine and audit these records during normal business hours, upon reasonable advance
written notice to GMIMCo. Delphi may perform the audits itself, or use an outside, independent
auditor. GMIMCo will fully cooperate with Delphi’s reasonable requests during such audits. Delphi
will not engage direct or indirect competitors of GMIMCo to perform audit services.



     Section 7.
Representations, Warranties and Covenants of GMIMCo. 


     GMIMCo represents and
warrants to and covenants with Delphi that:



     (a) it has been duly incorporated and is validly existing as a corporation under the laws of
the State of Delaware and the statements with respect to it contained in the Recitals to this
Agreement are true and correct;



     (b) it is registered with the Securities and Exchange Commission as an investment adviser
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and will use its best
efforts to remain so registered during the term of this Agreement;



     (c) this Agreement has been duly and validly authorized, executed and delivered on behalf of
GMIMCo and is a valid and binding agreement of GMIMCo enforceable against GMIMCo in accordance with
its terms;



     (d) the execution and delivery of this Agreement by GMIMCo will not violate, or constitute a
breach of or default under, the certificate of incorporation or by-laws of GMIMCo, any agreement or
instrument by which GMIMCo is bound or, to the best of GMIMCo’s knowledge, any order, rule, law or
regulation applicable to GMIMCo of any court, governmental body, administrative agency or
self-regulatory authority having jurisdiction over GMIMCo; and



     (e) it will cooperate with Delphi as it may reasonably so request, and promptly inform Delphi
of any significant developments, in order to facilitate Delphi’s compliance with applicable
requirements under this Agreement.



     Section 8.
Representations, Warranties and Covenants of Delphi.



     Delphi represents and warrants to and covenants with GMIMCo that:



12









 





     (a) it has been duly incorporated and is validly existing as a corporation under the laws of
the State of Delaware and the statements with respect to it contained in the Recitals to this
Agreement are true and correct;



     (b) each Delphi Subsidiary has been duly formed and is validly existing as a corporation or
partnership under the laws of its state of organization and the statements with respect to the
Delphi Subsidiary and the Delphi Subsidiary’s board of directors or general partner, as applicable,
contained in the Recitals to this Agreement and to the applicable Addendum are true and correct;



     (c) Delphi and the appropriately designated committee or officer of Delphi and each Delphi
Subsidiary and the appropriately designated entity or officer of each Delphi Subsidiary have all
necessary corporate power and other authority and have taken all necessary action to take the steps
ascribed to them in the Recitals to this Agreement and any applicable Addendum;



     (d) this Agreement and each Addendum has been duly and validly authorized, executed and
delivered on behalf of Delphi and/or a Delphi Subsidiary, as applicable, and is a valid and binding
agreement of each such party enforceable against such party in accordance with its terms;



     (e) the execution and delivery of this Agreement by Delphi and each Addendum by Delphi and a
Delphi Subsidiary will not violate, or constitute a breach of or default under, their constituent
documents, any plan document of a U.S. Plan or any other agreement or instrument by which any such
party or any U.S. Plan is bound or, to the best of Delphi’s knowledge, any order, rule, law or
regulation applicable to Delphi or a Delphi Subsidiary or any U.S. Plan of any court, governmental
body, administrative agency or self-regulatory authority having jurisdiction over Delphi or a
Delphi Subsidiary or any U.S. Plan;



     (f) it has delivered to GMIMCo true and correct copies of the U.S. Plans listed in Exhibit
A including all amendments thereto through and including the date of this Agreement, and will
provide GMIMCo all subsequent material amendments to or restatements of any such documents during
the term of this Agreement;



     (g) each
of the U.S. Plans is qualified under Code §401 (a);



     (h) the review of and decision to enter into this Agreement and for Delphi and each
Delphi Subsidiary to enter into the applicable Addendum, including the decision to authorize the
investment of assets of the U.S. Plans in the Collective Funds, has been made solely and
independently by a fiduciary or fiduciaries (other than GMIMCo or any of its affiliates) with
investment discretion for the U.S. Plans;



     (i) Delphi
has authorized each Recordkeeper to provide GMIMCo with such data and other
information in the possession or under the control of or otherwise available to such Recordkeeper
(Including, without limitation, access to relevant web sites) as may from time to time be requested
by GMIMCo; and




13











 





     (j) it will cooperate with GMIMCo as it may reasonably so request, and promptly inform
GMIMCo of any developments, in order to facilitate the performance of GMIMCo’s duties and
compliance with applicable requirements under this Agreement.



     Section 9. Confidentiality.



     (a) GMIMCo agrees to keep confidential and not to disclose any information or matter relating
to the investments of the U.S. Plans (other than to GMIMCo’s or Delphi’s employees, agents,
advisors, or representatives responsible for matters relating to the investments of the U.S. Plans,
each such person being hereinafter referred to as an “Authorized Representative”); provided,
however, that GMIMCo and its Authorized Representatives may make such disclosure to the extent
that (i) the information being disclosed is publicly known at the time of the proposed disclosure
by GMIMCo or such Authorized Representative, (ii) such disclosure, in the opinion of legal counsel
(which may be inside counsel), is required by law or regulation, (iii) such disclosure is requested
or demanded by any regulatory agency which has regulatory authority over GMIMCo and/or any of its
Authorized Representatives, or (iv) Delphi otherwise consents.



     (b) Delphi agrees to keep confidential and not disclose (and to cause each Delphi Subsidiary
to keep confidential and not disclose): (i) this Agreement or (ii) any information or other matter
relating hereto including GMIMCo’s actual or proposed costs or fees for the services provided under
this Agreement or under the Investment Management Agreements (other than to Delphi’s or a Delphi
Subsidiary’s officers, directors and employees responsible for matters relating to the U.S. Plans);
provided, however, that Delphi or a Delphi Subsidiary may disclose such information to the
extent that (X) the item being disclosed is publicly known at the time of the proposed disclosure
by Delphi or a Delphi Subsidiary or one of its officers, directors, or employees, (Y) such
disclosure by Delphi or a Delphi Subsidiary or one of its officers, directors, or employees, in the
opinion of legal counsel (which may be inside counsel), is required by law or regulation or (Z)
such disclosure is requested or demanded by any regulatory agency which has regulatory authority
over Delphi or a Delphi Subsidiary or any of its officers, directors or employees; and provided
further, that Delphi may disclose asset class information for the U.S. Plans and, upon the
execution (immediately prior to the disclosure referred to below) of a confidentiality agreement
between GMIMCo and a consultant retained by Delphi, disclose to such consultant information
regarding GMIMCo’s actual or proposed costs or fees for the services provided under this Agreement.



     (c) GMIMCo agrees to inform its officers, directors, and employees, and Delphi agrees (and
agrees to cause each Delphi Subsidiary) to inform its officers, directors and employees, of the
confidential nature of such information and will instruct such persons not to disclose such
confidential information to any other person.



     
Section 10. GMIMCo Standard of Care; Liability.



     GMIMCo will perform its duties and obligations under this Agreement with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims (“the GMIMCo Standard of Care”). GMIMCo will be deemed




14









 







to have discharged its duties and obligations under this Agreement so long as it complies with the
GMIMCo Standard of Care. Subject to ERISA, no affiliate of GMIMCo, other than GMTC, and no officer,
director or employee of GMIMCo or any of its affiliates, will have any liability to Delphi, any
Delphi Subsidiary, any U.S. Plan or any Trust Fund for action taken, or for failure to act, under
or in connection with this Agreement.




     Section 11. Indemnification; Litigation; Dispute Resolution.



     (a) To the fullest extent permitted by applicable law, neither GMIMCo nor any of its
affiliates will be liable for any loss sustained by the U.S. Plans or
the Trust Funds by reason of
the acquisition, holding, management or disposition of any asset of the U.S. Plans or the Trust
Funds in good faith and in accordance with the provisions of this Agreement. Subject to such
limitations as may be imposed by ERISA or other applicable law, GMIMCo will indemnify and hold
harmless the U.S. Plans, Delphi and Delphi’s affiliates (other than in any of such affiliate’s
capacity as a participant in or beneficiary of a U.S. Plan) from and against any and all losses,
claims, damages, liabilities and any reasonable and necessary expenses incurred by the U.S. Plans,
Delphi or any such affiliate in connection therewith (including
reasonable attorneys’ fees) to
which any such person may become subject arising as a result of any failure by GMIMCo to perform
its duties under this Agreement in accordance with the GMIMCo Standard of Care.



     (b) Subject to such limitations as may be imposed by ERISA or other applicable law, Delphi
will indemnify and hold harmless GMIMCo and its affiliates from and against any and all losses,
claims, damages, liabilities and any reasonable and necessary expenses incurred by GMIMCo or any
such affiliate in connection therewith (including reasonable attorneys’ fees) to which any such
person may become subject (i) arising as a result of any action which they take or refrain from
taking in accordance with the direction of Delphi, any Delphi
Investment Manager(s), or other person
authorized by Delphi to direct GMIMCo in connection with this Agreement; and (ii) in instances
where GMIMCo has performed its duties under this Agreement in accordance with the GMIMCo Standard
of Care. GMIMCo will have no duty to make any investigation or inquiry as to the genuineness of the
signature of any person or as to any statement contained in such directions, and it may accept the
same as conclusive evidence of the truth and accuracy of the statement. Subject to ERISA, no
affiliate of Delphi and no officer, director or employee of Delphi or any of its affiliates, will
have any liability to GMIMCo or any affiliate of GMIMCo for action taken, or for failure to act,
under or in connection with this Agreement.



     (c) Upon the assertion of any claim or the commencement of any action, suit or proceeding
involving an indemnified party under this Section 11 that may give rise to liability of an
indemnifying party hereunder, the party knowledgeable about the claim will promptly notify the
other party of the existence of such claim, action, suit or proceeding. To the extent one party is
obligated to defend an indemnified party in accordance with this Section 11, the indemnifying party
will have the right to defend or settle such claim, action, suit, or proceeding at its own expense
and with counsel of its own selection; provided, however, that the indemnified party will
at all times have the right to fully participate in any settlement decision that it reasonably
believes would have an adverse effect on its business. The indemnified party will make available to
the indemnifying party all requested books and records relating to such claim, action, suit or
proceeding, and the parties agree to render to each other such requested assistance as is




15









 







reasonably necessary to ensure a proper and adequate defense, all at the respective indemnifying
party’s sole expense. Neither party will settle a claim, action, suit or proceeding that might
give rise to liability of the other party without the prior written
consent of such other party.




     Section 12. Bonding.



     To the extent bonding is required by any applicable law with regard to the services
GMIMCo is providing, GMIMCo will obtain such bond.



     Section 13.
Term; Curing of Defaults; Termination.



     (a) This Agreement is effective as of the date first above written and, unless earlier
terminated as provided in paragraphs (b) through (d) below, will remain in effect until terminated
by Delphi or by GMIMCo with 90 days prior written notice to the other, provided, however,
that nothing in this Agreement may be construed to limit the power of Delphi to terminate GMIMCo’s
appointment as a named fiduciary for investment purposes of the U.S. Plans.



     (b) In the event of a material breach of this Agreement, the party alleging the breach must
give written notice of the breach to the other party. If the breach is not cured within 30 days of
such notice, the non-breaching party may terminate this Agreement upon written notice to the other
party (which termination will be effective immediately or on such later date as may be specified in
such notice).



     (c) Each of GMIMCo and Delphi may immediately terminate this Agreement upon written notice to
the other party (which termination will be effective immediately or on such later date as may be
specified in such notice), without prejudice to any other right or remedy, in the event that (i)
in the case of Delphi, GMIMCo or (ii) in the case of GMIMCo,
Delphi or any of the U.S. Plans or
Trust Funds:




	 	(A)	 	makes an assignment for the benefit of creditors,
	 
	 	(B)	 	files a voluntary petition in bankruptcy,
	 
	 	(C)	 	is adjudged bankrupt or insolvent or there is entered against
it an order for relief in any bankruptcy or insolvency proceeding,
	 
	 	(D)	 	files a petition or answer seeking for it any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law or regulation,
	 
	 	(E)	 	seeks, consents to or acquiesces in the appointment of a
trustee, receiver or liquidator for it or of all or any substantial part of its
properties,
	 
	 	(F)	 	files an answer or other pleading admitting or failing
to contest the material allegations of a petition filed against it in
any proceeding described in clauses (A) through (E), or




16









 






	 	(G)	 	90 days expires following commencement of any proceeding against it
seeking a bankruptcy or insolvency determination, reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any statute, law or regulation if the proceeding has not been
dismissed within such period, or 90 days expires following the appointment
of a trustee, receiver or liquidator for it or all or any substantial part
of its properties without its agreement or acquiescence, which appointment
is not vacated or stayed within such period, or if the appointment is so
stayed, 90 days expires following the expiration of the stay, unless during
such period the appointment is vacated.





     (d) This Agreement may be terminated by either party upon written notice to the other party
(which termination will be effective immediately or on such later date as may be specified in such
notice) with respect to services to be performed for any U.S. Plan in the event that a notice of
intent to terminate such U.S. Plan is filed, a notice is issued by the Pension Benefit Guaranty
Corporation to terminate involuntarily such U.S. Plan, such U.S. Plan fails to meet the minimum
funding standards under the Code or ERISA, or such U.S. Plan is unable to pay benefits thereunder
when due, or the Internal Revenue Service advises that a Trust Fund may not be qualified or exempt
from federal income tax under the Code as described in Section 8(h) of this Agreement.



     (e) Upon the termination of this Agreement pursuant to this Section 13, any fees or costs that
are accrued (in accordance with Exhibit D) as of the date of termination but are at such date
unpaid will be due and payable within 30 days of either (i) the date of termination or (ii) if
required pursuant to Exhibit D for certain fees and costs, the date of any invoice sent to Delphi
in connection therewith.



     Section 14. Force Majeure.



     Neither GMIMCo nor Delphi will be deemed to have breached this Agreement or be held liable for
any failure or delay in the performance of all or any portion of its obligations under this
Agreement if it is prevented from doing so by a cause or causes beyond its reasonable control.
Without limiting the generality of the foregoing, such causes include acts of God, fires, floods,
storms, earthquakes, riots, boycotts, strikes, lock-outs, wars and war operations, restraints of
government, power or communication line failure or other circumstance beyond such party’s
reasonable control, or by reason of the judgment, ruling or order of any court or agency of
competent jurisdiction or change of law or regulation subsequent to the execution of this
Agreement.



     Section 15. Services to Other Clients.



     The parties agree that GMIMCo and its affiliates may engage in any other business or act as
investment adviser or investment manager to any other person or entity, whether or not having
investment objectives similar to those of Delphi, the U.S. Plans or the Trust Funds, and that GMIMCo
and its affiliates may give advice and take action with respect to any of their other clients which
may differ from advice given or from the timing and nature of actions taken with respect to the
U.S. Plans or the Trust Funds.



17









 





     Section 16.
Status of the Parties.



     GMIMCo
and Delphi are independent contractors. Nothing in this Agreement creates or may be
construed to constitute GMIMCo, its affiliates, Delphi, the Delphi Subsidiaries, the U.S. Plans or
the Trust Funds as members of any partnership, joint venture, association, unincorporated business
or other joint entity.



     Section 17. No Third Party Rights.



     Except to the extent ERISA, Sections 10 (regarding standard of care), 11 (regarding
indemnification), or 15 (regarding services to other clients) of this Agreement or this Section 17
otherwise expressly to provides, this Agreement does not confer any rights or remedies upon any
person other than Delphi and GMIMCo and their respective successors and permitted assigns.



     Section 18. Assignment.



     Except as contemplated herein, a party may not assign this Agreement (including but not
limited to within the meaning of “assignment” as defined in
the Advisers Act) without the prior
written consent of the other party, and any attempted assignment without such consent will be null
and void.



     Section 19. Amendment.



     This Agreement may not be modified or amended in any respect except in writing signed by the
parties hereto.



     Section 20.
Notices.



     (a) Any notice, approval, consent or similar communication required by this
Agreement to be in writing will be deemed duly given if sent by registered or certified mail,
return receipt requested, postage prepaid and addressed to the
intended recipient as set
forth below:



	 	 	 	 	 
	 

	 	If to Delphi:
	 	Delphi Corporation
	 

	 	 	 	Attention: Treasurer
	 

	 	 	 	5725 Delphi Drive
	 

	 	 	 	Troy, Michigan 48098
	 
	 	 	 	 
	 

	 	If to GMIMCo:
	 	General Motors Investment Management Corporation
	 

	 	 	 	Attention: Vice President & General Counsel
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	New York, New York 10153.






     (b) Any party may send any notice to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier, messenger service,
ordinary mail, facsimile or electronic mail), but no such notice will be deemed to have been duly
given unless and until it is actually received by the intended recipient. Any party may change its
address for notices by giving the other party written notice of such change.



18









 





     Section 21.
Governing Law.



     Subject to the provisions of ERISA, the Code, and the Advisers Act, this Agreement will be
construed, administered and enforced according to the internal law (and not the law of conflicts)
of the State of New York.



     Section 22.
Severability.



     If any provision of this Agreement is held to be invalid or unenforceable, the remaining
provisions of this Agreement will continue in full force and effect so long as they preserve the
basic terms of this Agreement.



     Section 23. Waiver.



     No delay or omission by either party to exercise any right or power under this Agreement will
impair such right or power or be construed to be a waiver thereof. A waiver by either of the
parties of any of the covenants to be performed by the other or any breach of this Agreement will
not be construed to be a waiver of any succeeding breach or of any other covenant contained in this
Agreement. Except as otherwise expressly provided in this Agreement, all remedies provided for in
this Agreement will be cumulative and in addition to and not in lieu of any other remedies
available to either party at law, in equity or otherwise.



     Section 24. Survival.



     Sections 6 (regarding records and audit rights), 9 (regarding confidentiality), and 11
(regarding indemnification) will survive the termination or expiration of this Agreement.



     Section 25. Counterparts.



     This Agreement may be executed in one or more counterparts, which will together
constitute one and the same document.



     Section 26. GMIMCo ADV.



     Delphi, on behalf of itself and each U.S. Plan, acknowledges that it has been provided with of
a copy of Part II of GMIMCo’s Form ADV under the Advisers Act. Notwithstanding the provisions of
Section 13, Delphi may terminate this Agreement without penalty within five business days after the
date that this Agreement is executed, pursuant to Advisers Act Rule 204-3(b).



     Section 27. Compliance with Laws.



     It
will be a duty and obligation of GMIMCo under this Agreement to perform its services
hereunder in accordance with all laws, rules and regulations applicable to it.



19









 





     Section 28. Entire Agreement.



     This Agreement embodies the entire understanding of the parties and supersedes any prior
agreements or understandings with respect to the subject matter of this Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on
the date first above written.



	 	 	 	 	 
	 	DELPHI CORPORATION

 	 
	 	By:  	/s/ John Blahnik
 	 
	 	 	Name: John Blahnik 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	GENERAL MOTORS INVESTMENT

MANAGEMENT CORPORATION

 	 
	 	By:  	/s/ W. Allen Reed
 	 
	 	 	Name:  	W. Allen Reed 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




20











 





Addendum
1 to Management Services Agreement Dated September 17, 2002




Delphi
Mechatronic Systems, Inc.




RECITALS




     1. Delphi Corporation (“Delphi”) and General Motors Investment Management
Corporation (“GMIMCo”) have entered into a Management
Services Agreement dated
September 17, 2002 (“MSA”) pursuant to which GMIMCo will perform certain services in its
role as “named fiduciary” (as defined in the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) § 402(a)(2)) for investment purposes and “investment manager” (as
defined in ERISA § 3(38)(A)) of the U.S. Plans, and provide certain other services for the
U.S.
Plans.



     2. Delphi
Mechatronic Systems, Inc., a Delaware corporation (“D-MS”), is a
wholly-owned subsidiary of Delphi and is thus part of the same “controlled group of
corporations” (as defined in Internal Revenue Code
(“Code”) § 1563(a)) as Delphi.



     3. D-MS sponsors certain U.S. Plans listed in Exhibit A to the MSA.



     4. The D-MS Board of Directors is the “named fiduciary” (as defined in ERISA §
402(a)(2)) of the D-MS-sponsored U.S. Plans and is authorized to appoint a named fiduciary for
investment purposes and one or more investment managers for such U.S.
Plans.



     5.  D-MS, acting through its Board of Directors, designated GMIMCo as named fiduciary for
purposes of investment of the assets of the U.S. Plant sponsored by D-MS and investment
manager for the U.S. Plans D-MS sponsors.



     6. D-MS has authorized Delphi (whether acting through the IPC or other person or
entity appointed by Delphi) to act in accordance with the MSA with respect to the U.S. Plans
sponsored by D-MS to the same extent that Delphi acts with respect to the U.S. Plans sponsored
by Delphi.



     7. Capitalized terms used in this Addendum without definition have the meanings
given to them in the MSA.



TERMS




     Section 1. Appointment and Retention.



     D-MS appoints GMIMCo as investment manager and retains GMIMCo to perform for the
D-MS-sponsored U.S. Plans the services to be provided by GMIMCo for the Delphi-sponsored U.S. Plans
under the MSA and in accordance with all of the terms and conditions of the MSA. GMIMCo accepts
such appointment.



 









 





     Section 2. GMIMCo Responsibilities.



     GMIMCo will provide the services for the D-MS-sponsored U.S. Plans that it provides to the
Delphi-sponsored U.S. Plans in accordance with all terms and conditions of the MSA.



     Section 3. Delphi Authorization.



     D-MS authorizes Delphi, and any persons or entities authorized to act on behalf of Delphi
under the MSA, to act in accordance with the terms of the MSA with regard to the U.S. Plans
sponsored by D-MS, including, without limitation, the payment of GMIMCo’s compensation and expenses
pursuant to Section 5 and Exhibit D of the MSA as such compensation and expenses relate to the
D-MS-sponsored U.S. Plans, and the removal of Removed Assets and allocation of such assets to
Delphi Investment Manager(s) pursuant to Section 4 of the MSA, and Delphi agrees to so act.



     Section 4. Notices.



     (a) Any notice, approval, consent, or similar communication required by this
Addendum to be in writing to be sent to D-MS will be deemed duly given if sent by registered
or
certified mail, return receipt requested, postage prepaid and addressed to the intended
recipient
as set forth below:



	 	 	 	 	 
	 

	 	If to D-MS:
	 	Delphi Mechatronic Systems, Inc.
	 

	 	 	 	Attention: Employee Benefit Plan Administrator
	 

	 	 	 	3110 Wood Creek Drive
	 

	 	 	 	Downers Grove, Illinois 60515
	 
	 	 	 	 
	 

	 	If to Delphi:
	 	Delphi Corporation
	 

	 	 	 	Attention: Treasurer
	 

	 	 	 	5725 Delphi Drive
	 

	 	 	 	Troy, Michigan 48098
	 
	 	 	 	 
	 

	 	If to GMIMCo:
	 	General Motors Investment Management Corporation
	 

	 	 	 	Attention: Vice President & General Counsel
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	New York, New York 10153.






     (b) Any party may send any notice to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier, messenger
service,
ordinary mail, facsimile, or electronic mail), but no such notice will be deemed to have been
duly
given unless and until it is actually received by the intended recipient. Any party may change
its
address by giving the other party notice.



2









 





     Section 5. Relationship to MSA.



     Unless otherwise specified in this Addendum, the terms and conditions of the MSA govern this
Addendum and, in the event of a conflict between the MSA and this Addendum, the MSA governs.



	 	 	 	 	 
	 	DELPHI CORPORATION

 	 
	 	By:  	/s/
John Blahnik
 	 
	 	 	Name:  	John Blahnik  	 
	 	 	Title:  	Treasurer 	 
	 
	 	GENERAL MOTORS INVESTMENT 

MANAGEMENT CORPORATION

 	 
	 	By:  	/s/ W. Allen Reed
 	 
	 	 	Name:  	W. Allen Reed  	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	DELPHI MECHATRONIC SYSTEMS, INC.

 	 
	 	By:  	/s/ Lothar Veeser
 	 
	 	 	Name:  	Lothar Veeser 	 
	 	 	Title:  	President 	 
	 




3









 





Addendum
2 to Management Services Agreement Dated September 17, 2002




Packard-Hughes Interconnect Company




RECITALS




     1. Delphi Corporation (“Delphi”) and General Motors Investment Management
Corporation (“GMIMCo”) have entered into a Management Services Agreement dated
September 17, 2002 (“MSA”) pursuant to which GMIMCo will perform certain services in its
role as “named fiduciary” (as defined in the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) § 402(a)(2)) for investment purposes and “investment manager” (as
defined in ERISA § 3(38)(A)) of the U.S. Plans, and provide certain other services for the
U.S.
Plans.



     2. Packard-Hughes Interconnect Company, a Delaware corporation (“PHI”), is a
wholly-owned subsidiary of Delphi and is thus part of the same “controlled group of
corporations” (as defined in Internal Revenue Code (“Code”) § 1563(a)) as Delphi.



     3. PHI
sponsors certain U.S. Plans listed in Exhibit A to the MSA.



     4. The PHI Board of Directors is the “named fiduciary” (as defined in ERISA §
402(a)(2)) of the PHI-sponsored U.S. Plans and is authorized to appoint a named fiduciary for
investment purposes and one or more investment managers for such U.S. Plans.



     5. PHI, acting through its Board of Directors, designated GMIMCo as named
fiduciary for purposes of investment of the assets of the U.S. Plans sponsored by PHI
and
Investment manager for the U.S. Plain PHI sponsors.



     6. PHI has authorized Delphi (whether acting through the IPC or other person or
entity appointed by Delphi) to act in accordance with the MSA with respect to the U.S. Plans
sponsored by PHI to the same extent that Delphi acts with respect to the U.S. Plans sponsored
by
Delphi.



     7. Capitalized terms used in this Addendum without definition have the meanings
given to them in the MSA.



TERMS




     Section 1. Appointment and Retention.



     PHI appoints GMIMCo as investment manager and retains GMIMCo to perform for the PHI-sponsored
U.S. Plans the services to be provided by GMIMCo for the Delphi-sponsored U.S. Plans under the MSA
and in accordance with all of the terms and conditions of the MSA. GMIMCo accepts such appointment.



 









 





     Section 2. GMIMCo Responsibilities.



     GMIMCo will provide the services for the PHI-sponsored U.S. Plans that it provides to the
Delphi-sponsored U.S. Plans in accordance with all terms and conditions of the MSA.



     Section 3.
Delphi Authorization.



     PHI
authorizes Delphi, and any persons or entities authorized to act on behalf of Delphi under the MSA, to act in accordance with the terms of the MSA with regard to the U.S. Plans
sponsored by PHI, including, without limitation, the payment of GMIMCo’s compensation and expenses
pursuant to Section 5 and Exhibit D of the MSA as such compensation and expenses relate to the
PHI-sponsored U.S. Plans, and the removal of Removed Assets and allocation of such assets to Delphi
Investment Manager(s) pursuant to Section 4 of the MSA, and
Delphi agrees to so act.



     Section 4. Notices.



     (a) Any notice, approval, consent, or similar communication required by this
Addendum to be in writing to be sent to PHI will be deemed duly given if sent by registered or
certified mail, return receipt requested, postage prepaid and addressed to the intended
recipient
as set forth below:



	 	 	 	 	 
	 

	 	If to PHI:
	 	Packard-Hughes Interconnect Company
	 

	 	 	 	Attention: Employee Benefit Plan Administrator
	 

	 	 	 	17159 Von Karman Avenue
	 

	 	 	 	Irvine, California 92614-0901
	 
	 	 	 	 
	 

	 	If to Delphi:
	 	Delphi Corporation
	 

	 	 	 	Attention: Treasurer
	 

	 	 	 	5725 Delphi Drive
	 

	 	 	 	Troy, Michigan 48098
	 
	 	 	 	 
	 

	 	If to GMIMCo:
	 	General Motors Investment Management Corporation
	 

	 	 	 	Attention: Vice President & General Counsel
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	New York, New York 10153.






     (b) Any party may send any notice to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier, messenger
service,
ordinary mail, facsimile, or electronic mail), but no such notice will be deemed to have been
duly
given unless and until it is actually received by the intended recipient. Any party may change
its
address by giving the other party notice.



2









 





     Section 5. Relationship to MSA.



     Unless otherwise specified in this Addendum, the terms and conditions of the MSA
govern this Addendum and, in the event of a conflict between the MSA and this Addendum,
the MSA governs.



	 	 	 	 	 
	 	DELPHI CORPORATION

 	 
	 	By:  	/s/ John Blahnik
 	 
	 	 	Name:  	John Blahnik 	 
	 	 	Title:  	Treasurer 	 
	 
	 	GENERAL MOTORS INVESTMENT 

MANAGEMENT CORPORATION

 	 
	 	By:  	/s/ W. Allen Reed
 	 
	 	 	Name:  	W. Allen Reed 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	PACKARD-HUGHES INTERCONNECT

COMPANY

 	 
	 	By:  	/s/ Charu Manocha
 	 
	 	 	Name:  	Charu Manocha 	 
	 	 	Title:  Director of Human Resources 	 
	 




3









 





Addendum
3 to Management Services Agreement Dated September 17, 2002




ASEC Manufacturing




RECITALS




     1. Delphi
Corporation (“Delphi”) and General Motors Investment Management
Corporation (“GMIMCo”) have entered into a Management Services Agreement dated
September 17, 2002 (“MSA”) pursuant to which GMIMCo will perform certain services in its
role as “named fiduciary” (as defined in the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) § 402(a)(2)) for investment purposes and “Investment manager” (as
defined in ERISA § 3(38)(A)) of the U.S. Plans, and provide certain other services for the
U.S.
Plans.



     2. ASEC Manufacturing, a Delaware general partnership a/k/a Delphi Catalyst
Systems (“ASEC”), is a wholly-owned subsidiary of Delphi and is thus part of the same
“controlled group of corporations” (as defined in Internal Revenue Code (“Code”) § 1563(a)) as
Delphi.



     3. ASEC sponsors certain U.S. Plans listed in Exhibit A to the MSA.



     4. The ASEC Benefits Committee is the “named fiduciary” (as defined in ERISA § 402(a)(2)) of
the ASEC -sponsored U.S. Plans and is authorized to appoint a named fiduciary for investment
purposes and one or more investment managers for such U.S. Plans.



     5. ASEC, acting through its Benefits Committee, designated GMIMCo as named
fiduciary for purposes of investment of the assets of the U.S. Plans sponsored by ASEC and
investment manager for the U.S. Plans ASEC sponsors.



     6. ASEC has authorized Delphi (whether acting through the IPC or other person or
entity appointed by Delphi) to act in accordance with the MSA with respect to the U.S. Plans
sponsored by ASEC to the same extent that Delphi acts with respect to the U.S. Plans sponsored
by Delphi.



     7. Capitalized terms used in this Addendum without definition have the meanings
given to them in the MSA.



TERMS




     Section 1. Appointment and Retention.



     ASEC appoints GMIMCo as investment manager and retains GMIMCo to perform for the
ASEC-sponsored U.S. Plans the services to be provided by GMIMCo for the Delphi-sponsored U.S. Plans
under the MSA and in accordance with all of the terms and conditions of the MSA. GMIMCo accepts
such appointment.



 









 





     Section 2. GMIMCo Responsibilities.



     GMIMCo will provide the services for the ASEC-sponsored U.S. Plans that it provides to the
Delphi-sponsored U.S. Plans in accordance with all terms and conditions of the MSA.



     Section 3. Delphi Authorization.



     ASEC authorizes Delphi, and any persons or entities authorized to act on behalf of Delphi
under the MSA, to act in accordance with the terms of the MSA with regard to the U.S. Plans
sponsored by ASEC, including, without limitation, the payment of
GMIMCo’s compensation and expenses
pursuant to Section 5 and Exhibit D of the MSA as such compensation and expenses relate to the ASEC
-sponsored U.S. Plans, and the removal of Removed Assets and allocation of such assets to Delphi
Investment Manager(s) pursuant to Section 4 of the MSA, and Delphi agrees to so act.



     Section 4. Notices.



     (a) Any notice, approval, consent, or similar communication required by this
Addendum to be in writing to be sent to ASEC will be deemed duly given it sent by registered
or
certified mail, return receipt requested, postage prepaid and addressed to the intended
recipient
as set forth below:



	 	 	 	 	 
	 

	 	If to ASEC:
	 	ASEC Manufacturing
	 

	 	 	 	Attention: Employee Benefit Plan Administrator
	 

	 	 	 	1301 Main Parkway
	 

	 	 	 	Catoosa, Oklahoma 74015
	 
	 	 	 	 
	 

	 	If to Delphi:
	 	Delphi Corporation
	 

	 	 	 	Attention: Treasurer
	 

	 	 	 	5725 Delphi Drive
	 

	 	 	 	Troy, Michigan 48098
	 
	 	 	 	 
	 

	 	If to GMIMCo:
	 	General Motors Investment Management Corporation
	 

	 	 	 	Attention: Vice President &
General Counsel
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	New York, New York 10153.






     (b) Any party may send any notice to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier, messenger
service,
ordinary mail, facsimile, or electronic mail), but no such notice will be deemed to have been
duly
given unless and until it is actually received by the intended recipient Any party may change
its
address by giving the other party notice.



2









 





     Section 5. Relationship to MSA.



     Unless otherwise specified in this Addendum, the terms and conditions of the MSA govern this
Addendum and, in the event of a conflict between the MSA and this Addendum, the MSA governs.



	 	 	 	 	 
	 	DELPHI CORPORATION

 	 
	 	By:  	/s/ John Blahnik
 	 
	 	 	Name: John Blahnik  	 
	 	 	Title:  	Treasurer 	 
	 
	 	GENERAL MOTORS INVESTMENT 

MANAGEMENT CORPORATION

 	 
	 	By:  	/s/ W. Allen Reed
 	 
	 	 	Name:  	W. Allen Reed  	 
	 	 	Title:  	President and
Chief Executive Officer 	 
	 
	 	ASEC MANUFACTURING

 	 
	 	By:  	/s/ F. Thomas Sprunger
 	 
	 	 	Name:  	F. Thomas Sprunger 	 
	 	 	Title:  	Manager, Human Resources 	 
	 




3









 








EXHIBIT A




TO MANAGEMENT SERVICES AGREEMENT




LIST OF U.S. PLANS





	1.	 	Delphi Retirement Program for Salaried Employees (the “Salaried Plan”);
	 
	2.	 	Delphi Hourly-Rate Employees Pension Plan (the “Hourly Plan” and together with the
Salaried Plan, the “Hourly and Salaried Plans”);
	 
	3.	 	ASEC Manufacturing Retirement Program;
	 
	4.	 	ASEC Manufacturing Savings Plan;
	 
	5.	 	Packard Hughes Interconnect Non-Bargaining Retirement Plan;
	 
	6.	 	Packard Hughes Interconnect Bargaining Retirement Plan;
	 
	7.	 	Packard Hughes Interconnect Foley, Alabama Facility Retirement Plan;
	 
	8.	 	Delphi Mechatronic Systems Retirement Program;
	 
	9.	 	Delphi Mechatronic Systems Savings-Stock Purchase Program;
	 
	10.	 	Delphi Income Security Plan for Hourly-Rate Employees;
	 
	11.	 	Delphi Savings-Stock Purchase Program for Salaried Employees in the United States; and
	 
	12.	 	Delphi Personal Savings Plan for Hourly-Rate Employees in the United States.





 









 





EXHIBIT B




TO MANAGEMENT SERVICES AGREEMENT




STRATEGIC
INVESTMENT POLICY GUIDELINES




FOR
THE HOURLY AND SALARIED PLANS (AS DEFINED IN EXHIBIT A)




	 	 	 	 	 
	 	 	Strategic Investment Policy
	Asset Class	 	Guideline Range1
	Equity
	 	 	 	 
	- US Publicly Traded
	 	 	24-36	 
	- Private Market
	 	 	5-9	 
	- Developed International Markets
	 	 	20-26	 
	- Emerging Markets
	 	 	0-4	 
	 
	 	 	 	 
	Fixed Income
	 	 	 	 
	- Global Bonds
	 	 	17-27	 
	- High Yield
	 	 	7-11	 
	 
	Absolute Return Strategy
	 	 	0-2	 
	Real Estate
	 	 	5-9	 








 




			
	1	 	Within the policy guideline ranges, specific target allocations have been and will be
recommended by GMIMCo and approved by the IPC.





 









 





EXHIBIT C




TO MANAGEMENT SERVICES AGREEMENT




REPORTING





	1.	 	Quarterly reports will be delivered after the end of each calendar quarter. Reports for
quarters prior to the quarter ended June 30, 2003 will be delivered within forty-five days
after quarter-end. Reports for the quarter ended ‘June 30, 2003 and subsequent quarters will be
delivered within thirty days after quarter-end. GMIMCo will use reasonable best efforts to
deliver reports at least five business days prior to the relevant
quarterly IPC meeting if that
occurs earlier than the agreed upon due date of a quarterly report, and to improve the timing
of report delivery for the quarters ending after June 2003. These reports will include:






	 	(a)	 	Asset values of each U.S. Plan;
	 
	 	(b)	 	Asset allocation versus strategic policy for the defined benefit U.S. Plans
(hereinafter “DB U.S. Plans”);
	 
	 	(c)	 	Explanation of changes in market values for the Hourly and Salaried Plans
(as defined in Exhibit A);
	 
	 	(d)	 	Investment results compared to relevant benchmarks at the total plan and
asset class levels, including discussion thereof for major asset classes
managed by GMIMCo, for the DB U.S. Plans;
	 
	 	(e)	 	Significant investment activities, including manager changes for major
asset classes managed by GMIMCo;
	 
	 	(f)	 	Fund allocations by asset class for the Delphi Savings-Stock Purchase Program
for Salaried Employees in the United States and the Delphi Personal Savings Plan for
Hourly-Rate Employees in the United States;
	 
	 	(g)	 	Summary performance versus benchmark by asset class for the Delphi
Savings-Stock Purchase Program for Salaried Employees in the-United States and the
Delphi Personal Savings Plan for Hourly-Rate Employees in the United States; and
	 
	 	(h)	 	Allocation of major asset classes at the sub-asset-class level for the Hourly
and Salaried Plans.






	2.	 	Beginning with the quarterly report pertaining to the calendar period ending
December 31, 2002, the quarterly reports will also include:






	 	(a)	 	Plan level performance attribution by asset class for the Hourly and
Salaried Plans;
	 
	 	(b)	 	Balanced Fund performance attribution by asset class;





 









 





EXHIBIT C





	 	(c)	 	Rolling excess return, tracking error versus benchmarks and information
ratio for major asset classes managed by GMIMCo for the Hourly and
Salaried Plans; and
	 
	 	(d)	 	Fact sheets for each major asset class managed by GMIMCo for the
Hourly and Salaried Plans, including (but not limited to) investment
managers in the asset class and overall allocations by major characteristics appropriate to each asset class (e.g. economic sectors, major holdings,
geography, and/or credit quality),






	3.	 	An estimate of calendar year-to-date investment returns for the Hourly and
Salaried Plans will be delivered bi-weekly within five business days following the
end of each bi-weekly period.
	 
	4.	 	An estimate of the market values of the Hourly and Salaried Plans will be
delivered annually within three business days following the end of the calendar
year.






2











 





EXHIBIT D




TO MANAGEMENT SERVICES AGREEMENT




COMPENSATION AND EXPENSE REIMBURSEMENT





	1.	 	 Management Fee
	 
	 	 	Delphi, on behalf of itself and the U.S. Plans, will pay or cause to be paid to
GMIMCo a fee (“Management Fee”) consisting of a “Base Assets Fee” and an “Alternative Assets
Fee”. The Management Fee will be calculated monthly and payable quarterly in arrears, as
described in this Exhibit D, The Base Assets Fee is calculated at the per annum percentage
rates of Average Base Assets (as defined below) determined in accordance with the following
schedule:





	 	 	 
	Average Base Assets	 	Per Annum Rate
	first $3.5 billion
	 	.035%
	over $3.5 billion
	 	.025%







	 	 	and the Alternative Assets Fee is calculated at the per annum rate of .40% of Average
Alternative Assets (as defined below).
	 
	 	 	For purposes of calculating and paying the Management Fee:






	 	(a)	 	“Average Base Assets” means, with respect to each calendar month, the sum of the
Value (as defined below) of the Base Assets (as defined below) on the last day of such
month and the Value of the Base Assets on the last day of the immediately preceding
calendar month, divided by two (It being understood that in the case of the month of
January, 2002, for the purpose of determining the Value of the Base Assets on the last
day of the immediately preceding calendar month, the Value of the corresponding assets
on December 31, 2001 will be used);
	 
	 	(b)	 	“Average Alternative Assets” means, with respect to each calendar month, the sum
of the Alternative Assets (as defined below) on the last day of such month and the
Alternative Assets on the last day of the immediately preceding calendar month, divided
by two (it being understood that in the case of the month of January, 2002, for the
purpose of determining the Alternative Assets on the last day of the immediately
preceding calendar month, the corresponding assets on
December 31, 2001 will be used);
	 
	 	(c)	 	“Base Assets” means, on any date, all of the assets
of the U.S. Plans that on
such date are managed by GMIMCo under the Agreement, minus the Alternative Assets on
such date;







 









 








EXHIBIT D





	 	(d)	 	“Alternative Assets”means, on any date, the result obtained by multiplying (i)
the Value on such date of the aggregate gross assets of the U.S. Plans by (ii) the
percentage which represents the policy allocation to Alternative Investments’ for the
Hourly and Salaried Plans (as defined in Exhibit A) as approved
from time to time by
the IPC (disregarding, for purposes of calculating the Base Assets Fee and the
Alternative Assets Fee, any ranges around such policy allocation as may be so
approved), it being understood that such policy allocation to Alternative Investments
as of the date of the Agreement is 13%;
	 
	 	(e)	 	“Value” means the value in U.S. dollars as communicated to GMIMCo by the
Trustee of the assets in question;
	 
	 	(f)	 	At the end of each quarter, following the receipt of an invoice from GMIMCo
providing detailed supporting information for the Management Fee for
such quarter, the
invoice will be paid within 30 days from one or more Funds (as defined in section 2(b)
below) or the U.S. Plans’ interests in such Funds as determined by GMIMCo or its
affiliates and upon the direction to the Trustee, which payment will be reported in the
next following summary provided by GMIMCo to Delphi pursuant to paragraph 4 below;
	 
	 	(g)	 	GMIMCo will allocate the Management Fee among the various U.S. Plans in
proportion to the market value of each of the U.S. Plans.
Accordingly, following the
end of each quarter GMIMCo will provide written instructions to the Trustee regarding
the allocation of the Management Fee with respect to such quarter among the various
U.S. Plans. Delphi may from time to time amend the standing allocation instructions for
the Management Fee by providing GMIMCo with new written instructions; and
	 
	 	(h)	 	It is understood by the parties to the Agreement that there it no minimum
Management Fee.







 




			
	1	 	For the purposes of this Exhibit D to the Agreement, Alternative investments
include private market investments, real estate investments including
investments in real estate
investment trusts, investments in absolute return strategies and investments in other alternative
strategies as may be identified and agreed by the parties to the
Agreement after the date of
Agreement.






2









 










EXHIBIT D





	2.	 	Direct Fund Costs
	 
	 	 	Delphi, on behalf of itself and the U.S. Plans, will pay or
cause to be paid, and will cause
the U.S. Plans to bear, the Delphi Portion of Direct Fund Costs (each as defined below).
	 
	 	 	For purposes of calculating and paying Direct Fund Costs:






	 	(a)	 	“Fund” means any trust, account, fund, company or other vehicle holding or
otherwise established or existing with respect to assets attributable to any U.S. Plan
and which vehicle is managed by (and/or by third parties retained by or on behalf of)
GMIMCo or its affiliates;
	 
	 	(b)	 	“Direct Fund Costs” means those expenses incurred by or with respect to any
Fund. Such expenses include but are not limited to (i) expenses incurred by GMIMCo or
its affiliates in connection with management of any Fund (whether such management is by
GMIMCo, such affiliates or third parties), including Allocated Expenses (as defined
below), (ii) investment management fees and related expenses payable to or incurred by
persons other than GMIMCo and its affiliates, (iii) brokerage commissions and other
trading expenses, (iv) interest, (v) taxes, if any, (vi) trustee and custodial fees and
expenses and (vii) legal, accounting and other professional fees and expenses;
	 
	 	(c)	 	“Allocated Expenses” means that portion of the compensation and benefits, facility and
occupancy, information technology and other expenses incurred by GMIMCo or its
affiliates and allocated by GMIMCo or its affiliates to a Fund pursuant to the
activity-based costing model or other cost allocation system employed from time to
time by GMIMCo or its affiliates;
	 
	 	(d)	 	“Delphi Portion” means (i) the percentage determined by dividing the Value (as
defined in Section 1(e) of this Exhibit D) of a Fund’s net assets attributable to the
U.S. Plans by the Value of such Fund’s total net assets or (ii) in the case of one or
more particular Direct Fund Costs such other percentage as may from time to time be
agreed to between GMIMCo and Delphi;
	 
	 	(e)	 	in furtherance of but without limiting the obligations of Delphi with respect
to the Delphi Portion of Direct Fund Costs, such Costs will be paid by a Fund to a
third party or GMIMCo or its affiliates when and as directed by GMIMCo or its
affiliates; and
	 
	 	(f)	 	GMIMCo will allocate the Delphi Portion of Direct Fund Costs among the various
U.S. Plans in proportion to the market value of each of the U.S. Plans. Accordingly,
GMIMCo will provide written instructions to the Trustee regarding such allocation of
the Delphi Portion of Direct Fund Costs among the various U.S. Plans. Delphi may from
time to time amend the allocation instructions for Direct Fund costs by providing
GMIMCo with new written instructions.






	3.	 	 Out-of-Pocket Expenses.






3









 








EXHIBIT D





	 	(a)	 	Delphi, itself and on behalf of the U.S. Plans, will be responsible for the payment of,
and will cause either one or more U.S. Plans or Delphi to bear, all Out-of-Pocket Expenses
“Out-of-Pocket Expenses” means those amounts (other than
Direct Fund Costs) related to a U.S.
Plan that are paid or payable to a third party or have been paid by GMIMCo to a third party on
behalf of Delphi or a U.S. Plan. Such Expenses include (but are not limited to) fees and
expenses with respect to:






	 	(i)	 	U.S. Plan or trust record keeping;
	 
	 	(ii)	 	communications with Plan participants (e.g., contract
writers, printing, publication and mailing costs);
	 
	 	(iii)	 	trustees and custodians;
	 
	 	(iv)	 	third party DC U.S. Plan advisers, if any;
	 
	 	(v)	 	U.S. Plan or trust accounting;
	 
	 	(vi)	 	U.S. Plan, trust, or other audits;
	 
	 	(vii)	 	preparation, publication and distribution of U.S. Plan, trust, or other financial statements;
	 
	 	(viii)	 	regulatory filings (e.g., Form 5500), examinations, and other proceedings;
	 
	 	(ix)	 	actuarial, legal, or tax matters;
	 
	 	(x)	 	Pension Benefit Guaranty Corporation premiums; and
	 
	 	(xi)	 	beneficiary payment processing expenses.






	 	 	 	“Out-of-Pocket Expenses” will also be deemed to include fees and expenses with respect to
(i) the provision of special services by GMIMCo or its affiliates (e.g., services arising
out of an acquisition or divestiture by Delphi) and (ii) the incurrence of regulatory or
other expenses occasioned by and directly as a result of compliance with the requirements of
the Agreement.
	 
	 	(b)	 	In furtherance of, but without limiting the payment obligations of Delphi with respect
to, Out-of-Pocket Expenses, such Expenses will be paid by the U.S. Plans or Delphi (as
applicable) to a third party (or, if incurred by GMIMCo or its affiliates, to GMIMCo or its
affiliates) (i) in the case of Delphi, within thirty days of invoice by GMIMCo supporting such
expense and (ii) in the case of the U.S. Plans, when and as directed by GMIMCo or its
affiliates.






4









 








EXHIBIT D





	 	(c)	 	With respect to a particular Out-of-Pocket Expense, unless Delphi directs otherwise,
GMIMCo will direct the Trustee to allocate Out-of-Pocket Expenses among the applicable U.S.
Plans or Funds in proportion to the market value of the applicable U.S. Plans or Fund.






	 	 	Reporting
	 
	 	 	In addition to the reporting obligations outlined in Exhibit C, GMIMCo will provide to Delphi on a
quarterly basis detailed information supporting the calculation of the Management Fee (including
all relevant Values), the Delphi Portion of Direct Fund Costs, and Out-of-Pocket Expenses (listed
according to the items specified in this Exhibit D) for the most recent calendar quarter.
	 
	 	 	Re-Negotiation of Management Fee
	 
	 	 	In the event that, at any time during the term of the Agreement, either.






	 	(a)	 	the percentage policy allocation referred to in Section 1(d)(ii) of this Exhibit D is either
reduced to below 11% or increased to greater than 15% of the aggregate value of the gross
assets of such U.S. Plans; or
	 
	 	(b)	 	the total of Removed Assets, plus all other U.S. Plan assets which for any reason (other than
payment of benefits, fees or expenses in the ordinary course of business, and investment
losses) cease to be managed by GMIMCo under the Agreement, exceeds $2 billion;






	 	 	then the parties will, if either party chooses to initiate discussions regarding the Management Fee
(by providing written notice to the other), attempt in good faith to re-negotiate the Management
Fee. In the event that the parties are unable, after good faith negotiations, to agree upon a new
Management Fee, then either party may terminate the Agreement upon 30 days’ written notice to the
other, notwithstanding any provision in Section 13 of the Agreement to the contrary.





5









 





Master Restructuring Agreement




Exhibit 5.01 (b)(v)

Battery Facilitation Agreement — Transaction Summary

dated as of March 21, 2005 between Delphi and GM




 









 





GM/Delphi
Battery Facilitation Agreement — Transaction Summary



This
Transaction Summary, dated as of March 21, 2005 (“Facilitation Agreement”) will confirm the
understanding between Delphi Corporation (“Delphi”) and
General Motors Corporation (“GM”) regarding
certain arrangements between the parties intended to facilitate the transfer of Delphi’s global
battery business to JCI (JCI  Transaction”), and the transition from Delphi as the Tier I
supplier to GM of certain automotive batteries to GM to JCI.




A.
Delphi’s U.S. Plant Consolidation.




     1. Delphi shall transform its U.S. plant operations to be more efficient and competitive,
including but not limited to:




     (i) Transfer battery production at Anaheim and Olathe facilities to other
Delphi battery facilities;




     (ii) Transformation of Fitzgerald to other products; and




     (iii) Transformation of New Brunswick operations to competitive wage structure.



     2. GM
and Delphi agree that the relocation cost associated with the flow
back of Fitzgerald
employees to a GM U.S. facility will be shared equally (50/50) by GM and Delphi up to a total
$67,000 relocation cost ($33,500 each). These costs shall include relocation allowances,
relocation services and other related expenses provided for in the National Agreement or any other
applicable collective bargaining agreement. Regarding New Brunswick employees, GM intends to work
with Delphi to make transfer and new hire opportunities available at GM or Delphi sites for New
Brunswick employees.



     3. Delphi’s Olathe Battery Plant. GM and Delphi will undertake the following actions
commencing upon the Closing Date, and for a four year period thereafter, (except where specified
otherwise), contingent upon UAW cooperation and contractual considerations, as applicable.




     (i) Delphi will offer as soon as possible after the date of this Facilitation
Agreement and for a limited period, a one-time incentive attrition/redeployment
opportunities to current Olathe employees, similar to opportunities and incentives offered
in Flint West.




     (ii) Relative to the consolidation of the Olathe Battery Plant and the employee
redundancies associated with such consolidation, it is agreed between GM and Delphi that
immediately after receiving concurrence from the UAW, Delphi will begin executing the Olathe
Redeployment Plan. As a part of this redeployment plan GM will offer, as soon as possible, as
openings occur, flow back opportunities to the GM Fairfax facility, for the Olathe employees
pursuant to the provisions of the 2003 Delphi/GM/UAW National Agreements. In addition, if
Delphi is successful in achieving the concurrence of the UAW, flow back opportunities will
be extended to include employees hired after October 18, 1999, as well as any employees who
are ineligible as a result of turning down a previous Fairfax job offer. GM also agrees to
support any closed plant employee placement treatment for the Olathe employees, which Delphi
negotiates with the UAW, provided a waiver of any GM new hire obligations created as a
result of these placements is included in the Delphi /UAW settlement. Employees, as
described above,



Page 1




 









 






who volunteer for the Fairfax flow back option, will be placed on active status at the
GM Fairfax Plant or into GM protected status on or before
June 6, 2005.




Delphi will be responsible for all cost associated with managing the employees in
protected status. Beginning January 1, 2006, GM will be responsible for all JOBS costs
associated with the production employees. Delphi will remain responsible for all
facility, management and administrative costs associated with those employees in
protected status until June 5, 2006, or, until the total number of protected employees
falls below twenty (20), whichever is earlier. No later than
April 4, 2006, GM will
assume the JOBS costs of the remaining skilled trades employees unless the parties
mutually agree to extend such timing. The parties commit to make every effort to
eliminate the JOBS costs as soon as possible. Such efforts may include items such as
allowing Fairfax employees to accept extended area hire placement and backfilling with
Olathe employees, retraining skilled trades employees for other classifications.




     (iii) GM will reimburse Delphi for 50% of all contractually related incremental
costs (up to an annual reimbursement of $500,000.00) for hourly represented employees
incurred at the North Kansas City Cockpit plant (“KCC Plant), as a result of Delphi
hiring employees at the KCC Plant cockpit operation under the Delphi Supplement and
National Agreement, as applicable. Amount to be paid quarterly beginning the date of
closure of the Battery Transaction for the prior three months of expense.




     (iv)
In addition to GM’s obligation under clause (ii) above, GM will reimburse
Delphi for current Olathe employees who accept redeployment opportunities at the
KCC Plant, at a rate of $39,322.50 annually per employee. To be paid quarterly
beginning the date of closure of the battery transaction for the
prior three months, of
expense.



     4. In addition to the payments described in Sections 2 and 3 above, GM would provide up to
$30 million in funding to assist Delphi in restructuring operations for closure or
transformation to a competitive wage workforce contingent upon the following milestones:




     (i)
$7.5 million at closing of the JCI Transaction;




     (ii)
$3.6 million payable upon price reduction implemented on July 1, 2005;




     (iii)
$3.6 million payable upon price reduction implemented on July 1, 2006;;




     (iv)
$3.3 million payable upon price reduction implemented on July 1, 2007;




     (v) $6.0 million upon sale of New Brunswick to JCI or upon resourcing manufacturing
of all New Brunswick battery volume after December 1, 2007, recognizing that GM is not
obligated to provide any backfill work for New Brunswick; and




     (vi)
$6.0 million upon re-sourcing manufacturing of all Fitzgerald battery volume to
JCI.


No further
consideration will be offered for any other U.S. battery sites. In the event the
specific contingent milestones listed above do not occur, GM shall have no liability for the
specific payment associated with such milestone.




     5. For the period from closure of the JCI Transaction until the subsequent sale of the New
Brunswick Plant to JCI (the “New Brunswick Sale”) and re-sourcing of Fitzgerald battery volume
to JCI (but in no event beyond December 1, 2007), GM will purchase batteries



Page 2




 









 







manufactured at Delphi’s Fitzgerald and New Brunswick operations through JCI, who will in turn
have a contractual relationship with Delphi.




     6. In consideration of GM’s cost sharing in Delphi’s U.S. restructuring, JCI will receive
price reductions for all North American batteries (OE. service, and aftermarket) manufactured at
Fitzgerald or New Brunswick, per the following schedule and implemented, by
Delphi:




     (i)
1.5% on July 1, 2005;




     (ii)
2.0% on July 1, 2006; and




     (ill)
3.0% on July 1, 2007.


These price reductions are in addition to any pre-existing contractual price reductions.




     7. GM
through JCI will purchase GM’s annual battery volume requirements from these sites for
the product programs specified in Exhibit A, Including all successor or derivative programs
(excluding the GMT-900), through the earlier of December 1, 2007 or until battery operations at the
New Brunswick and Fitzgerald facilities either cease production or are transferred to JCI;
provided, however, that such volume requirements shall not include; (i) programs exited at
Delphi’s request, (ii) batteries purchased by Delphi, and
(iii) batteries manufactured outside of
the United States. Should GM or JCI re-source a program from Exhibit A, for any programs that
begin production prior to December 1, 2007 (or such other date
as may apply under clauses A.8 or
A.9 below) other than for a reason permitted under Section A.10 below, Delphi would have a right
to withhold price reductions.



     8. GM and Delphi will jointly develop a transition plan that will facilitate the resourcing
of battery production from Fitzgerald to JCI based on the timing of the product backfill for 2007
by quarter. Delphi intends to place backfill work for seventy-five (75) employees; by June 30,
2007. The parties intend to achieve 100% of the Fitzgerald battery
re-sourcing; by October 1, 2007
but will be predicated on GM’s timed backfill plan for 175 hourly employees;



     9. In the event Delphi is delayed in achieving its commitments regarding the New Brunswick
facility by the December 1, 2007 date referenced above, as the result of the inability to finalize
the 2007 National IUE agreement for reasons beyond Delphi’s reasonable control, the parties would
agree upon a reasonable extension of that time period taking into consideration all appropriate
facts and circumstances. Delphi will make finalization of the New Brunswick Sale a priority in
2007 lUE-Delphi national negotiations.



     10. The above provisions notwithstanding, GM reserves the right to resource such products,
but only in the event Delphi cannot satisfy GM’s volume and quality requirements for Delphi
produced batteries, based on technology in place at closing of JCI Transaction.



     11. Fitzgerald Battery Replacement Work. As a result of the loss of the GMT201
battery business out of Fitzgerald, GM and Delphi agree that Delphi will move equivalent battery
volume (GMX-365 program and certain SPO batteries) from Oshawa to Fitzgerald as soon as
commercially practical:




     (i) Contracts will be at US pricing levels at the time of move; and




     (ii) FOB Delphi.



Page 3




 









 






     12. GMT900 and Fitzgerald Wind-Down. During the transition of batteries from
Delphi to JCI, transition will be accomplished in a manner that assures all batteries for the
GMT900 program will be sourced to JCI. All pricing for these batteries will be handled between
GM and JCI. Loss of the GMT900 program will be backfilled in part by
transferring remaining
Oshawa battery volume to Fitzgerald in accordance with the jointly developed battery transition
plan. Contracts will be at US pricing levels at time of move and FOB Delphi



     13. Non-Battery
Fitzgerald Product Backfill. GM will provide support for Delphi’s
plan to identify and place non-battery backfill product in the Fitzgerald, GA area upon the
cessation of battery production as described In the August 10, 2004 side letter signed by GM
and Delphi (the “Fitzgerald Letter”). The following changes will be made to the Fitzgerald
Letter:




     (i) In lieu of all price increases, labor premiums or other labor related payments
contemplated for the 150 jobs described in the Fitzgerald Letter, GM will pay Delphi
$4.4 million per year for four years as a competitive adjustment. Such competitive
adjustment will be payable quarterly in increments of $1.1 million beginning with the
last day of the calendar quarter in which the first such non-battery product begins SOP
in Fitzgerald, GA (payments estimated to begin on June 30, 2007) and continue on the
last day of each quarter thereafter until 16 such payments have been made. GM’s
obligation to make such annual payments is expressly contingent upon Delphi being
market competitive in terms of price, quality and service during the 4 year period
specified above.




     (ii) Incremental GM steering hose business that is sourced to Delphi Fitzgerald
will be on a “Lifetime Contract” basis pursuant to GM’s standard terms and conditions,
except that Delphi may terminate any such contracts after expiration of the four year
competitive adjustment upon one year’s advance notice to GM. In the event of such
termination, Delphi will reimburse GM for the cost of re-tooling the business to a new
supplier if GM paid for the cost of the original tooling. All reasonable efforts
will be made to transfer production tooling to new supplier and avoid any such
incremental retooling costs.




     (iii)
GM intends to source the Lambda, Monte Carlo/lmpala, and Buick La
Crosse LY7 programs to Delphi for a total of 63 jobs; GM needs to provide product program details for the remaining 12 employee shortfall.




     (iv) GM will also provide viable incremental business opportunities to support
100 additional jobs for Fitzgerald tier 2 employees;




     • Initial list of possible product program opportunities has been provided
by GM, and GM is expected to provide Delphi with sufficient detail for each
program for analysis and development of a business case




     • Delphi must be competitive on the basis of quality, performance,
technology and price for this new business.




     • Programs that are sourced to Delphi Fitzgerald will be on a “Lifetime
Contract” basis pursuant to GM’s standard purchasing terms and conditions



B. Delphi’s Oshawa Battery Wind-down.




     1. Battery production is expected to wind down by May 31, 2005 as production relocates to
other Delphi US Battery plants. GMCL will provide necessary contractual and



Page 4




 









 




Employment
Standards Act notices of job loss to employees at Oshawa, including Delphi’s Oshawa
battery operation, and the parties will work together to develop an efficient wind-down plan.
Each party will use its reasonable best efforts to assure that such plan will avoid disruption
to vehicle programs / aftermarket. Such plan will include the handling and removal of Delphi’s
production assets. Except as expressly set forth below, all of the
current GM, GMCL and Delphi
agreements will remain in full force and effect in accordance with their respective terms.




     2. The current number of assigned employees at the Oshawa Battery operations is 265
assigned employees, consisting of: 254 assigned hourly employees and 11 assigned salaried
employees. Lay-off cost amounts with respect to the wind-down of the Battery operations will be
handled as follows:




     (i)
In lieu of paying lay-off cost amounts for 65 assigned hourly employees of the
Battery operations, Delphi will add 65 assigned hourly employees to Delphi’s Chassis
operations to supply the GMX210/230 (211/231) front and rear brake comers and GMT-800
(900) front brake comers at carryover pricing. Inasmuch as there is a shortfall of
transferred employees to the aforementioned 65 employees, Delphi will be required to pay
GMCL CDN $150,000 per employee for such shortfall.




     (ii) With regard to the remaining 200 assigned employees remaining in the Battery operations
(189 hourly and 11 salaried employees), (a) at completion of wind-down of the production at the
Battery operations, Delphi will pay GMCL a lay-off cost amount of CDN $150,000 per employee for
67.5 assigned employees (In addition to the aforementioned shortfall if required), and (b) GMCL
will absorb (i.e., assign no liability to
Delphi) the lay-off cost amounts otherwise allocable to Delphi under the Oshawa Labour
and Management Services Agreement between the parties (as amended, “LMSA”) for the
remaining 132.5 assigned employees.




     (iii) The assigned employee headcount will be reduced by 200 employees (Increased
to reflect any shortfall payments made by Delphi) for the purposes of computing future
employees as to which Delphi is subject to lay-off provisions under the LMSA.




     (iv) No lay-off cost amounts will be owed by Delphi to GMCL under the LMSA for the
actual number of transferred employees up to a total of 65, to the extent that such
reductions will not cause GMCL to incur actual layoff or severance costs to its
employees (e.g., GMCL is able to place such assigned hourly employee(s) elsewhere within
GMCL without incurring layoff, severance or retirement incentive costs). Such reductions
are In addition to the 1% attritions, natural attritions and other attritions permitted
under the LMSA.




     (v) GMCL will use its reasonable best efforts to notify Delphi of available
openings for assigned hourly employees in order to reduce the assigned hourly employees
headcount without incurring lay-off cost amounts.



     3. GMCL’s assistance is subject to the following:




     (i) Delphi’s agreeing to remain responsible for, and to pay GMCL the respective
lay-off cost amounts for reductions in assigned employees supporting the Chassis
operations, after taking into consideration permitted attritions and the above described
headcount reductions and opportunity for Delphi to re-assign up to 65 assigned hourly
employees; and



Page 5




 









 






     (ii) Closure of the contemplated JCI Transaction. If the JCI Transaction does not
close, the parties will re-negotiate GMCL’s obligations under
clause 8.2(ii) above. In
any case, the headcount reduction referred to in clause B.2(iii) above would be deemed
to refer to 67.5 employees (or the actual number for which Delphi has paid layoff costs
to GMCL) rather than 200 employees.



     4. Delphi Battery-related fees under the Administrative Services Agreement will cease to
be assessed at the end of the month of the cessation of Battery production. All payments owed
by Delphi under the Battery lease will terminate at the end of the month in which Delphi
completes its obligations as stated in section 8 (b) of the lease agreement.



C. Transition Plan.



In support of the matters described in Sections A and B above, GM, Delphi, and JCI will
develop a detailed battery transition plan that defines battery and non battery (Fitzgerald
backfill) product movement between the various facilities for the
2005-2007 period.




D.
Miscellaneous.




     1. It is understood that the Parties’ agreements set forth herein, including Delphi’*
price reductions and GM’s assistance in restructuring operations, providing replacement work
and other financial support, are expressly contingent upon: (i) the transfer of the global
Delphi battery business (OE, service, and aftermarket) to JCI on terms and conditions
reasonably
acceptable to GM (including, but not limited to, an economic subsidy
from Delphi to JCI for
New Brunswick employees not converted to competitive wage by the Closing of the New Brunswick
Sale); (ii) the execution by GM and JCI of a long term battery
supply agreement on terms and
conditions acceptable to GM; (iii) execution by Delphi and JCI of a long term contract
manufacturing agreement on terms and conditions acceptable to Delphi;
(iv) Delphi’s obtaining
acceptable agreements with the UAW and support from the IUE for its restructuring of the New
Brunswick facility; and (v) GMCL obtaining CAW support for accomplishment of the quality,
service, technology and price improvements noted above.



     2. It is intended that the terms and conditions pertaining to JCI in this Facilitation
Agreement be consistent with the GM/JCI Long Term Supply Agreement.



     3. The parties understand and agree that this Facilitation Agreement constitutes only a
statement of mutual intentions with respect to the matters referred to herein, does not
constitute a binding obligation on any party and does not contain all terms upon which
agreement must be reached with respect to such matters. A binding commitment with respect to
the matters referred to in this Facilitation Agreement will result only from the execution of
definitive agreements, subject to the conditions expressed therein.



Page 6




 









 




4. This
Facilitation Agreement shall be governed by and construed in
accordance  with the
laws of the State of Michigan, without regard to the conflict of laws principles thereof. This
Facilitation Agreement may not be amended or otherwise modified except by a written instrument
signed by both parties.




	 	 	 	 	 	 	 	 	 
	DELPHI CORPORATION	 	 	 	GENERAL MOTORS CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ John Blahnik
	 	 	 	By:
	 	/s/ Susan Tucny
	 

	 	 
	 	 	 	 	 	 
	 

	 	John Blahnik	 	 	 	 	 	Susan Tucny
	 
	 	 	 	 	 	 	 	 
	Title

	 	Director, Mergers,
Acquisitions
& Planning
	 	 	 	Title:
	 	Executive Director, Finance

General Motors WWP
	 
	 	 	 	 	 	 	 	 
	Date:

	 	March 21, 2005
	 	 	 	Date:
	 	March 21, 2005






Page 7





 











 





Exhibit A




Fitzgerald & New Brunswick Product Programs for 2005-2007




	 	 	 	 	 	 	 
	Platform	 	Delphi Mfg. Plant	 	Platform	 	Delphi Mfg. Plant
	GM SPO Canada — currently mfd.
In US or Canada

	 	 	 	GMT-265
	 	New Brunswick
	GM SPO US — currently mfd. In
US

	 	 	 	GMT-305
	 	New Brunswick
	H1

	 	 	 	GMT-325
	 	New Brunswick
	J-2902

	 	 	 	GMT-330
	 	New Brunswick
	GMX-211

	 	 	 	GMT-360
	 	New Brunswick
	GMX-231

	 	 	 	GMT-368
	 	New Brunswick
	GMX-283

	 	 	 	GMT-370
	 	New Brunswick
	GMT-800

	 	All
	 	GMX-001
	 	New Brunswick
	GMT-800E

	 	All
	 	GMX-002
	 	New Brunswick
	GMT-820

	 	All
	 	GMX-130
	 	New Brunswick
	GMT-830

	 	All
	 	GMX-295
	 	New Brunswick
	GMT-880

	 	All
	 	GMX-320
	 	New Brunswick
	GMX-365

	 	Anaheim *
	 	GMX-380
	 	New Brunswick
	 

	 	Anaheim *
	 	GMX-381
	 	New Brunswick
	97PA

	 	Fitzgerald
	 	GMX-384
	 	New Brunswick
	GMT-315

	 	Fitzgerald
	 	GMX-386
	 	New Brunswick
	GMT-610

	 	Fitzgerald
	 	J
	 	New Brunswick
	GMX-220

	 	Fitzgerald
	 	M/L
	 	New Brunswick
	GMX-222

	 	Fitzgerald
	 	P-90
	 	New Brunswick
	GMX-270

	 	Fitzgerald
	 	GMT-319
	 	Undefined
	GMX-272

	 	Fitzgerald
	 	GMT-361
	 	Undefined
	GMX-310

	 	Fitzgerald
	 	GMT-371
	 	Undefined
	GMX-357

	 	Fitzgerald
	 	GMT-440
	 	Undefined
	H2

	 	Fitzgerald
	 	GMX-282
	 	Undefined
	S5S

	 	Fitzgerald
	 	GMX-322
	 	Undefined








 




			
	*	 	Pending transition plan to be proposed by Delphi and approved by GM





Page 8




 









 













June 30,
2005




Bo Andersson

Vice President

General Motors Corporation

30009 Van Dyke Avenue M/C 480-206-114

Warren, Michigan 48090-9025




Dear Bo:




     In connection with the sale by Delphi Corporation (“Delphi”) of its global Starting, Lighting
and Ignition lead-acid (“SLI”) battery business to Johnson
Controls; Inc. (‘Buyer’) (the
JCI Transaction’), General Motors Corporation (“GM”) and Delphi
have previously executed: (1) a
non-binding letter agreement dated August 10, 2004 relating to non-battery backfill products for
Delphi’s Fitzgerald, Georgia SLI facility (the “Fitzgerald Letter”); and (ii) a
non-binding GM/Delphi Battery Facilitation Agreement -Transaction Summary dated March 21, 2005
relating to cost sharing between the parties to facilitate
transformation of Delphi’s US SLLI plants
(the “Facilitation Agreement”). With regard to the aforementioned agreements, GM and Delphi agree
as follows:


1. GM Is executing a supply agreement with Buyer relating to SLI batteries made in the US, and
consents to the transfer of existing SLI agreements to Buyer.



2. Notwithstanding language to the contrary therein, the terms and conditions of the Fitzgerald
Letter, as modified by the Facilitation Agreement shall be binding on both GM and Delphi effective
as of the closing of the JCI Transaction: provided, however, that the parties acknowledge
and agree that any then remaining GM commitments and/or obligations therein shall immediately
become null and void in the event Delphi sells, conveys, assigns, leases or otherwise transfers
majority ownership, control and/or operation of the Fitzgerald Steering Hose operations (as
referenced in the Fitzgerald Letter) to a third party.



3. Notwithstanding language to the contrary therein, the terms and conditions of
the Facilitation Agreement shall be binding on both GM and Delphi effective as of the
closing of the JCI Transaction; provided, however, that the
parties acknowledge and
agree that (i) any then remaining GM commitments and/or obligations pursuant to
Section A.13 of the Facilitation Agreement shell immediately
become nul and void in the
event Delphi sells, conveys, assigns, leases or otherwise transfers majority ownership
control and/or operation of the Fitzgerald Steering Hose operations to a third party; and
(ii) any then remaining GM commitments and/or obligations pursuant to Section A.3 of
the Facilitation Agreement shall immediately become null and void in the event Delphi
sells, conveys, assigns, leases or otherwise transfers majority
ownership, control and/or



Delphi
Corporation, 5725 Delphi Drive, Troy, MI 48098




 









 





Bo Andersson 
June
30, 2005

Page 2



operation of the North Kansas City Cockpit Plant (as referenced in the Facilitation Agreement)
to a third party.



4. In the
event that the JCI Transaction does not close on June 30, 2005,
the “July 1, 2005” date
referred to in clauses A.4(ii) (payment of $3.6 million GM to Delphi) and A.6(i) (1.5% price reduction)
of the Facilitation Agreement shall be deemed to refer to  “the first day of the month immediately
following the closing of the JCI Transaction”.



5.
Exhibit A to this letter (Fitzgerald & New Brunswick Product programs for 2005-2007)
replaces and supercodes the Exhibit A attached to the Facilitation Agreement.



6. This letter, the Fitzgerald Letter, and Facilitation Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Michigan, without regard to
the conflict of laws principles thereof. The terms of this letter may not be amended or
otherwise modified except by a written instrument signed by both parties.



If you are in agreement with the foregoing, please so indicate by signing and returning the
enclosed copy of this letter to the undersigned.




	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	/s/ Stephen H. Olsen
 

Stephen H. Olsen

Director, Mergers and Acquisitions
	 	 






	 	 	 	 	 
	ACCEPTED AND AGREED FOR GM:	 	 
	 
	 	 	 	 
	By:

	 	/s/ Bo Andersson
 

Bo Andersson,

Vice President
	 	 






Date: 06/30/05




 









 





EXHIBIT “A”




Fitzgerald
& New Brunswick Product Programs for 2005-2007




	 	 	 	 	 	 	 
	Platform	 	Delphi Mfg. Plant	 	Platform	 	Delphi Mfg. Plant
	GM
SPO Canada — currently mfd. In US

	 	 	 	GMX-357
	 	Fitzgerald
	GM SPO US — currently mfd. In US

	 	 	 	H2
	 	Fitzgerald
	GM SPO 1 — currently mfd. In US

	 	 	 	SSS
	 	Fitzgerald
	H1

	 	Fitzgerald
	 	GMT-265
	 	Fitzgerald
	GMX-211

	 	Fitzgerald
	 	GMT-325
	 	New Brunswick
	GMX-231

	 	Fitzgerald
	 	GMT-330
	 	New Brunswick
	GMX-2B3

	 	 	 	GMT-360
	 	Both
	GMT-800

	 	Both
	 	GMT-368
	 	Both
	GMT-800E

	 	Both
	 	GMT-370
	 	Both
	GMT-820

	 	Both
	 	GMX-001
	 	New Brunswick
	GMT-830

	 	Both
	 	GMX-130
	 	New Brunswick
	QMT-880

	 	Both
	 	GMX-295
	 	Fitzgerald
	GMX-365 (L26 & L27 enginee)

	 	Fitzgerald
	 	GMX-320
	 	Fitzgerald
	97PA

	 	Fitzgerald
	 	GMX-380
	 	Both
	GMT-315

	 	Both
	 	GMX-381
	 	Both
	GMT-810

	 	Both
	 	GMX-384
	 	Both
	GMX-220

	 	Fitzgerald
	 	J
	 	New Brunswick
	GMX-222

	 	Fitzgerald
	 	W/L
	 	Both
	GMX-270

	 	Fitzgerald
	 	P-90
	 	New Brunswick
	GMX-272

	 	Fitzgerald
	 	W4
	 	Both
	GMX-310

	 	Fitzgerald	 	 	 	 





Note: Successor programs are not listed but are considered as extended production of
the Programs identified above.




 









 





Execution Copy




Letter
Agreement



The purpose of this letter agreement (“Agreement”) is to formalize the
 understanding that has been
reached between General Motors Corporation (“GM”) and Delphi Corporation (“Delphi”) regarding the
future use of the “Freedom” trade name and associated trademarks. In this regard the parties
mutually agree as follows:





	1.	 	The parties acknowledge and agree that as part of the sale of Delphi’s global battery
business to Johnson Controls, Inc.(“JCI”), Delphi has granted JCI a perpetual, non-revocable,
exclusive, global license to JCI for use of the “Freedom” trade name and associated trademarks
with SLI lead acid batteries. Such license being non-transferable except in connection with
sale of JCIs SLI lead acid battery business.
	 
	2.	 	The parties further acknowledge and agree that prior to entering into any transaction that
would sell, assign, or otherwise transfer Delphi’s ownership of the “Freedom” trade name and
associated trademarks, Delphi will offer GM a right of last refusal on the same terms and
conditions.




This Agreement shall be governed by the laws of the State of Michigan without regard to the
principles of conflicts of law, shall be binding and inure to the benefit of Delphi and GM and
their respective successors and assigns, and may only be modified or amended by a written document
duly executed by both parties.




	 	 	 	 	 	 	 	 	 	 	 
	Delphi Corporation	 	 	 	General Motors Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen H. Olsen
 

	 	 	 	By:
	 	/s/ Bo Anderson
 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	June 30, 2005
	 	 	 	Date:
	 	June 30, 2005	 	 






 









 










August 10,
2004




MaryBoland

QMNA Vice President and CFO

General Motors Corporation

300 Renaissance Drive M/C 482-C35-D24

Detroit, Michigan 48265-3000




Dear Mary:




          This letter will confirm our recent discussions relating to potential
changes in Delphi’s battery operations associated with the
possible sale of
certain of Delphi’s assets relating to its global Starting, Lighting and
Ignition lead acid (“SLI’) battery business to Johnson Controls, Inc. (“Buyer”)
(“the Transaction”), recognizing that GMs consent is required for transfer of
existing agreements to Buyer.




          The Transaction contemplates technological and other Improvements
(“Improvements”) to Delphi’s SLI battery business that would be beneficial to both
GM and Delphi. It Is anticipated that the parties will develop a timing and
transition plan, taking into account such factors as wind down of the battery
business to coinside with timing of SOP for new business and avoidance of
supplier cancellation charge. As part of the improvements, the parties’
intent is to transform the entire Fitzg erald hourly workforce such
that all
employees will be “Tier 2 Employees” under the terms of the two tier wage and
benefit structure recently agreed upon between Delphi and the UAW. The parties
recognize that the transformation and the headcount parameters set forth below
are subject to Delphi’s ability to negotiate a satisfactory
Delphi-UAW agreement
which includes capping employment at 150. Cost sharing between the parties to
facilitate such transformation will be addressed in a separate
agreement GM
and Delphi are willing to cooperate with each other in order to facilitate the
Improvements, including:





	1.	 	Incremental GM Steering Hose Business for Delphi:






	 	•	 	For placement in connection with the Delphi
Fitzgerald, CIA operation, GM would source incremental steering
hose (both pressure and return hose) business for 50% of the
headcount level agreed with the UAW, but in no case more than 75
hourly (direct and indirect) employees based on a standard 40 hour
work week at the Tier. 2 employee wage and benefit structure,
recently agreed upon between Delphi and the UAW: The parties agree
that the headcount set forth below are based on a standard 40
hour work week. Beginning in 2007, business that may be sourced
includes:





Delphi Corporation, 5725 Delphi Drive, Troy, Ml 48098




 









 






Mary Boland 
August
10, 2004

Page 2




	 	 	 	 	 
	 	 	Vehicle	 	 
	Vehicle
Program	 	Model	 	Employees
	GMT962/966/967/968
	 	Lambda
	 	[ILLEGIBLE]
	GMT345
	 	Hummer III
	 	[ILLEGIBLE]
	GMX211/231
	 	Monte Carlo / Impala
	 	[ILLEGIBLE]
	GMX365 LY7
	 	Buick La Crosse
	 	[ILLEGIBLE]
	GMX367 P
	 	Grand Prix
	 	[ILLEGIBLE]
	GMX215
	 	Cadillac XLR
	 	[ILLEGIBLE]
	Holden VE
	 	Various
	 	[ILLEGIBLE]







	 	•	 	Delphi recognizes GM’s memo of June 4, 2004
(attached as Exhibit “A”) outlining potential requirements for
certain programs noted above and will be prepared to respond
accordingly once Delphi has adequately reviewed specific target
pricing and product requirements, including that models and vehicle
program timing.
	 
	 	•	 	Delphi must be competitive in terms of quality,
service, technology and price (initial agreed price and price
reductions will be deemec competitive through September 2011) with
similar products otherwise available to GM. If GM notifies Delphi of
a supplier more competitive in quality, service, or technology,
Delphi will have a reasonable opportunity to meet such alternative
quality, service, or technology, falling which GM may at its sole
discretion move the business to such other supplier. In the event GM
moves the business as a result of non-competitiveness, Delphi shall
immediately become responsible for any and all hourly employees and
related costs impacted by such transfer of business.
	 
	 	•	 	For above referenced programs where an integrated
supplier has system responsibility, GM will exercise commercially
reasonable efforts to encourage the supplier to re-source the
business to Delphi and this business will be considered incremental
revenue for Delphi.
	 
	 	•	 	Requirement is for the incremental business to
provide supply from September 2007 through September 2011 enabling a
minimum duration of four (4) years. From the closing date of the
Transaction until September 2011, Delphi will be provided with: (i) if
otherwise competitive on quality, service and technology, a right to
match the competitive price (if necessary), for next generation
business having SOP between September 2007 and September 2011; and
(ii) an opportunity to quote on next generation business having SOP
after September 2011.
	 
	 	•	 	Both Delphi and GM are flexible to consider
creative, mutually beneficial solutions to support GM’s efforts to
achieve re-sourcing of certain programs noted above.






	2.	 	Delphi Transferred Steering Hose Work:






	 	•	 	For placement in connection with the Delphi
Fitzgerald, CIA operation,
Delphi would transfer steering hose business for 50% of the
headcount
level agreed with the UAW, but in no case more than 75 hourly
(direct
and indirect) employees. Notwithstanding the foregoing, GMs
maximum
obligation, under this item 2, will be strictly limited to labor
subsidies for
transferred programs supporting up to a cumulative total of 75
hourly
employees, as specified below. Beginning in 2007, business  that may
be
sourced includes:





 









 






Mary Boland 
August
10, 2004

Page 3




	 	 	 	 	 
	 	 	Vehicle	 	 
	Vehicle Program	 	Model	 	Employee
	GMT380/370
	 	Various models
	 	[ILLEGIBLE]
	GMT800/900
	 	Various models
	 	[ILLEGIBLE]
	GMT201
	 	Various models
	 	[ILLEGIBLE]
	GMT610
	 	Savanna/Express
	 	[ILLEGIBLE]
	GMX365
	 	Buick Regal
	 	[ILLEGIBLE]
	GMX380SS/381
	 	Mallbu SS/G8
	 	[ILLEGIBLE]







	 	•	 	Requirement is for the incremental business to
provide supply from September 2007 through September 2011 enabling a
minimum duration of four (4) years. From the closing date of the
Transaction until September 2011, Delphi will be provided with:
(i)
if otherwise competitive on quality, service and technology, a right
to match the competitive price (if necessary) for next generation
business having SCP between September 2007 and September 2011; and
(ii) an opportunity to quote on next generation business having SOP
after September 2011.
	 
	 	•	 	GM will provide Delphi with a corresponding price
increase (if any) as a direct result of mutually agreed
differences in labor rates between the
current manufacturing source and
Delphi. The labor cost differential will be added to the price
on contract at the time of the product on transfer.
Outstanding price issues would be handled by the parties in
the ordinary course of business.
	 
	 	•	 	Both Delphi and GM are flexible to consider
creative, mutually beneficial
solutions to support Delphi’s efforts to achieve transfer of
programs noted
above.





          The
above-referenced product programs under consideration may be adjusted
due to the overall expectation to place work for up to 75 employees in each of
items 1 and 2 as described above.




          Delphi and GM understand that this letter represents a non-binding
statement of their mutual intentions regarding the Transaction and may no;
address all the issues on which agreement must be reached before
the Transaction
can be consummated through the execution of final contracts. Neither party
shall make any public announcements or other public disclosures with respect to
the Transaction or this Letter Agreement without the consent of the other
party, except as required by applicable laws and regulations, Each party agrees
to bear all of its own fees and expenses incurred in connection with this
letter and the Transaction contemplated.




 









 





Mary Boland

August 10, 2004

Page 4




          If
you are in agreement with the foregoing, please so indicate by
signing and returning the enclosed copy of this letter to the undersigned. We
very much look forward to working with you as set forth above in connection
with the proposed Transaction.




	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 


	 
	 	/s/ John Blahnik	 	 
	 

	 	 

John Blahnik,
	 	 
	 

	 	Vice President Treasury, Mergeis,	 	 
	 

	 	Acquisitions & New Markets	 	 






	 	 	 	 	 
	ACCEPTED AND AGREED FOR GM:	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mary Boland
 

Mary Boland,
	 	 
	 

	 	GMNA Vice President and CFO	 	 
	 
	 	 	 	 
	Date:

	 	8/12/04	 	 







 












 







Mary Boland 

August
10, 2004

Page 5




EXHIBIT “A”





	•	 	Delphi must meet or exceed GM’s and/or System Supplier’s metrics for Quality, Service,
Delivery, Technology and Price — Including Warranty






	 	•	 	Delphi must agree to thorough quality audits and supply chain
reviews as defined by
GM and/or integrated suppliers
	 
	 	•	 	Program timing will not be compromised and all key gates must
be met






	 	—	 	Delphi must provide a documented and achievable timeline with plan
to
achieve to GM and/or integrated supplier






	 	•	 	In the case of an integrated system supplier, said supplier will have option of
moving any business if Delphi’s performance does not meet specific’ argets
	 
	 	•	 	Delphi must identify and provide dedicated support through launch of program and key
program gates, as defined by GM or integrated supplier






	 	—	 	Delphi must also provide necessary on-going support for all FDT’s






	 	•	 	Delphi must meet GM’s or integrated suppliers design and specification






	 	—	 	System supplier will not modify system design to work around Delphi’s
design






	 	•	 	Delphi will be responsible to fund any required tooling and/or engineering
development costs for any program already funded and paid for






	 	—	 	Delphi will also be responsible for on-going tuning “costs” and support
associated with each program






	 	•	 	System suppliers’ current cost and annual performance and cost reduction targets will
be met






 









 








Execution Copy




Letter Agreement



The
purpose of this letter agreement (“Agreement”) is to
formalize the understanding that has been
reached between General Motors Corporation (“GM”) and Delphi Corporation (“Delphi”) regarding
certain subsidy payments that Delphi has agreed to make to Johnson
Controls, Inc (“JCI”) in
connection with JCI’s acquisition of Delphi’s global battery business and certain agreements by and
between Delphi and GM intended to facilitate that transaction. In this regard the parties mutually
agree as follows:





To the extent that all IUE hourly employees at Delphi’s New Brunswick, New Jersey battery
plant, have not converted to competitive wage by the time of Closing of the New Brunswick
sale from Delphi to JCI (“New Brunswick Sale”), Delphi has agreed to provide JCI with an
appropriate subsidy for New Brunswick employees, a description of which subsidy has been
provided to GM (the “Subsidy”), a copy of which is attached to this Agreement as Exhibit A.
In this regard, Delphi agrees not to amend the terms of the Subsidy without GM’s prior
consent, which may not be unreasonably withheld or delayed. Delphi will use reasonable best
efforts to close the New Brunswick Sale as soon as practicable following finalization of
the 2007 National IUE negotiations.


This Agreement shall be governed by the laws of the State of Michigan without regard to the
principles of conflicts of law, shall be binding and inure to the benefit of Delphi and GM and
their respective successors and assigns, and may only be modified or amended by a written document
duly executed by both parties.




	 	 	 	 	 	 	 	 	 	 	 
	Delphi Corporation	 	 	 	General Motors Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen H. Olsen
 

	 	 
	 	By:
	 	/s/ Bo Anderson
 

	 	 
	Date:

	 	June 30, 2005
	 	 	 	Date:
	 	June 30, 2005	 	 







 









 








EXHIBIT A




SUBSIDY



Excerpts for New Brunswick Put and call Agreement dated June 30, 2005 (“Agreement”) between
JOHNSON CONTROLS, INC., a Wisconsin corporation
(“Buyer”) and DELPHI AUTOMOTIVE SYSTEMS LLC
(“Seller”)





Section 9.1




....
to the extent that: (i) Seller has delivered a Put Exercise Notice; and (ii) one
hundred percent (100%) of the U.S. Hourly Employees have not been converted to a Competitive
Package (as defined in Exhibit 4.1) by the Completion Date, Seller will subsidize Buyer
in the amount of the Labor Differential (as defined in
Exhibit 4.1) for the Traditional
Wage Employees (as defined in Exhibit 4.1) who transfer or whom Seller, in its sole
discretion, leases to Buyer on and after the Completion Date. In the event Seller chooses to
lease such Traditional Wage Employees to Buyer, Seller will use commercially reasonable efforts
to give notice of its interest to do so ninety (90) days prior to Completion Date.





Exhibit 4.1, Section 3.A(ii)




     (ii) Effective on the Completion Date, Buyer will offer employment to all U.S. Hourly
Employees identified on Schedule 3.A(i) to Exhibit 4.1. U.S. Hourly Employees
who accept Buyer’s offer of employment (by reporting to work or otherwise acknowledging
acceptance) will be referred to as Transferred U.S. Hourly Employees:




	 	a.	 	U.S. Hourly Employees who are not active as of the Completion Date due
to disability, layoff, family medical leave or other approved leave of
absence will remain Seller’s responsibility until any such U.S. Hourly
Employee is ready to return to active employment in accordance with
Seller’s leave policies.
	 
	 	b.	 	Upon such U.S. Hourly Employee’s return to active status, Buyer will
offer
employment in accordance with Section 3.A(ii) above, and, provided such
individual accepts Buyer’s offer of employment, will be considered a
Transferred U.S. Hourly Employee as of such date. In the event that a
U.S. Hourly Employee is seeking to return to active employment from a
medical-based leave, such individual’s fitness for active employment must
be approved by both Seller and Buyer provided such does not violate any
applicable collective bargaining agreement.
	 
	 	c.	 	If Seller and Buyer do not agree as to such individual’s fitness for
active
employment, the issue will be submitted to an independent medical
evaluator, whose determination will be final and binding on the parties.
The cost of such independent medical evaluation will be shared equally
by the parties.






1









 








     Exhibit 4.1, Section 3.C(ii)




     (ii) To the extent there remain Traditional Wage Employees as of the Completion
Date, Seller will subsidize Buyer for the difference between the wages and benefits
Buyer provides the Traditional Wage Employees and the wages and benefits Buyer
provides. Transferred U.S. Hourly Employees under the Competitive Package (the “Labor
Differential’):




     a. Upon the earlier of Seller’s delivery of a Put Exercise Notice to Buyer
or Buyer’s delivery of a Call Exercise Notice to Seller, the parties will
confirm whether there remain any Traditional Wage Employees. If the parties
determine that there are, the parties will, in good faith, negotiate:




     (1) The benefit treatment of such Traditional Wage Employees,
which will be intended to allocate responsibility to Seller for the
years of credited service each Traditional Wage Employee earned at
Seller and to allocate responsibility to Buyer for the years of
credited service each Traditional Wage Employee earns at Buyer;




     (2) An appropriate methodology for calculating the Labor
Differential, which, notwithstanding Buyer’s responsibilities under
Section 3.A(iii), will:




     (a) Limit Buyer’s liability for the Employment Rights of
the Traditional Wage Employees as if they were eligible only
for the Competitive Package; and




     (b) Not require Seller to make payments to Buyer in
advance of Buyer’s payment of actual benefit obligations to the
Traditional Wage Employees;




     (3) The timing and method of payment or, if Seller opts to lease
Traditional Wage Employees to Buyer, credit of such Labor Differential;
and




     (4) Any other pertinent terms and conditions associated with
the allocation of Employment Rights consistent with this Agreement for
the Traditional Wage Employees.




The benefit treatment, methodology, timing and any other pertinent terms and
conditions will be documented in writing and become a part of this Agreement.


Definitions:



“Call
Exercise Notice” means a written notice substantially in the form of Exhibit 1.5 to
this Agreement delivered by Buyer to Seller.




2









 




“Competitive Package” means the wages and benefits payable to new hire U.S. Hourly Employees at the
New Brunswick Facility under the Delphi-IUE-CWA Local Agreement.



“Completion” means completion of the purchase of the [New Brunswick assets] by Buyer resulting
from, and within thirty (30) days after, the exercise of the Put Option or Call Option contained
in this Agreement.



“Completion Date” means the date of Completion, as specified in the Put Exercise or Call Exercise
Notice.



“Delphi-IUE-CWA National Agreement” means the nationally negotiated collective bargaining
agreements, including any letter agreements, MOUs, supplemental agreements and all applicable
employee benefit plans in effect between Seller and the
IUE-CWA.



“Employment Rights” means all obligations arising out of, or relating to, the employment
relationship between the relevant company and the relevant employees, including, without
limitation, payment of wages and salaries, employee benefits, taxes, vacation pay, sick leave and
severance pay and any claims under any Laws dealing with employment.



“IUE-CWA” means the IUE-CWA, the industrial Division of the Communication Workers of America,
AFL-CIO and CLC.



“Put Exercise Notice” means a written notice substantially in the form of Exhibit 1.23 to
this Agreement delivered by Seller to Buyer.



“Traditional Wage Employees” means the Transferred U.S. Hourly Employees who are eligible to
receive wages and benefits in accordance with the Delphi-IUE-CWA National Agreement (i.e., in
excess of the Competitive Package).



“Transferred U.S. Hourly Employees” means those hourly employees of Seller hired by Buyer pursuant
to Section 3.A(ii) [of this Exhibit 4.1].



“U.S. Hourly Employees” means the hourly employees represented by the IUE-CWA who are employed by
Seller at the New Brunswick, New Jersey plant immediately prior to the Completion Date and
identified on Schedule 3.A(i) to this Exhibit 4.1 to be provided to Buyer by
Seller concurrently with the Put Exercise Notice or within ten (10) days after Seller’s receipt of
a Call Exercise Notice, as applicable.




3









 





Execution Copy




Letter Agreement




The purpose of this letter agreement (“Agreement”) is to formalize the understanding that has been
reached between General Motors Corporation (“GM”) and Delphi Corporation (“Delphi”) regarding the
future use of the “Freedom” trade name and associated trademarks. In this regard the parties
mutually agree as follows:




	1.	 	The parties acknowledge and agree that as part of the sale of Delphi’s global battery
business to Johnson Controls, Inc. (“JCT), Delphi has granted JCI a perpetual, non-revocable,
exclusive, global license to JCI for use of the “Freedom” trade name and associated trademarks
with SLI lead acid batteries. Such license being non-transferable except in connection with
sale of JCI’s SLI lead acid battery business.






	2.	 	The parties further acknowledge and agree that prior to entering into any transaction that
would sell, assign, or otherwise transfer Delphi’s ownership of the “Freedom” trade name and
associated trademarks; Delphi will offer GM a right of last refusal on the same terms and
conditions.





This Agreement shall be governed by the laws of the State of Michigan without regard to the
principles of conflicts of law, shall be binding and inure to the benefit of Delphi and GM and
their respective successors and assigns, and may only be modified or amended by a written document
duly executed by both parties.



	 	 	 	 	 	 	 	 	 	 	 
	Delphi Corporation	 	 	 	General Motors Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Stephen H. Olsen
 

	 	 
	 	By:
	 	/s/ Bo Anderson
 

	 	 
	Date:

	 	June 30, 2005
	 	 	 	Date:
	 	June 30, 2005	 	 







 









 








Master Restructuring Agreement




Exhibit 5.01(b) (vi)

Agreement, dated as of June 3, 2005, between Delphi and GM

concerning certain matters related to Collins & Aikman Corporation




 









 





Agreement





	1.	 	GM guarantees that Delphi will receive payment of $8.3 million by wire transfer upon the
satisfaction of the terms of this agreement (“Agreement”) by Delphi.






	2.	 	Delphi will assign to GM 50% of the first proceeds received
on its $16.6 million
pre-petition claim against C&A (the “Delphi
Claim”). The maximum amount that GM may
recover from the proceeds of the Delphi Claim will equal the difference between $8.3 million
and the amount that GM is otherwise able to setoff against C&A. Delphi agrees to pursue all
of its rights against C&A under the Delphi Claim and consult with GM in that regard and will
provide GM with the right of first refusal to purchase the Delphi Claim.






	3.	 	Delphi will only reduce the Delphi Claim to the extent that GM offsets the amounts that it
pays to Delphi under this Agreement.






	4.	 	In consideration of the payments made by GM to Delphi under this Agreement. Delphi agrees to
continue to supply to C&A through the term of C&A’s bankruptcy to ensure the continuity of
supply of parts to GM and will work in good faith to enter into an agreement with C&A for the
continued supply of these parts through the term of the bankruptcy.






	5.	 	GM shall not have any responsibility to Delphi for any premium freight charges relating to
C&A including those incurred by Delphi during the period from and after May 12, 2005 through
and including May 19, 2005.






	6.	 	GM will guaranty the payment for goods shipped and delivered by Delphi to C&A after May 19,
2005 until the earlier of (a) the termination of the purchase orders between C&A and Delphi
which is consented to by GM or (b) C&A’s emergence from bankruptcy, limited to the amount of
goods shipped in accordance with trade terms provided by similarly situated suppliers to C&A.






	7.	 	The terms of this Agreement shall be held in strict confidence by the parties. To the extent
that Delphi breaches this confidentiality agreement, all consideration received by Delphi
under this Agreement will be returned to GM.






	8.	 	This document contains the entire agreement of the parties in connection with the subject
matter of this Agreement and cannot be changed or terminated orally. All prior agreements,
understandings, representations, warranties and negotiations regarding the subject matter
hereof, if any, are merged into this Agreement. The parties executing this Agreement as
representatives warrant that they have the power and authority to execute this Agreement on
behalf of the corporation or entity that they represent and that their signatures bind said
corporations or entities to the terms of this Agreement. This Agreement may be executed in
any number of duplicate originals or counterparts, each of such duplicate originals or
counterparts shall be deemed to be an original and taken together shall constitute but one
and the same instrument. The parties agree that their respective




 









 






	 	 	signatures may be delivered by facsimile with original signatures to follow, and that
facsimile signatures shall be treated as originals for all purposes. This Agreement is made
in the State of Michigan and shall be governed by, and construed and enforced in accordance
with the laws of the State of Michigan, without regards to conflicts of law principles.





	 	 	 	 	 
	 	 	Agreed,
	 
	 	 	 	 
	Date: June 3, 2005	 	Delphi Corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ D. Wohleen
	 

	 	 	 	 
	 

	 	Its:
	 	[ILLEGIBLE]
	 
	 	 	 	 
	Date: June 3, 2005	 	General Motors Corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ [ILLEGIBLE]
	 

	 	 	 	 
	 

	 	Its:
	 	ASSISTANT TREASURER






2









 





Master Restructuring Agreement




Exhibit 5.11
(c) 

Certain Employment Related Claims




 









 





EXHIBIT 5.11(c)




	 	 	 
	File Name	 	Court
	James Burdette v. GM and UAW

	 	USDC, Southern District of OH, Western Division
	 
	 	 
	Julie
Brittingham and David Brittingham v. Delphi
and GM, et al.

	 	US Ct of Appeals Sixth Circuit OH
	 
	 	 
	Lynn Rowell v. General Motors Corp. Life &
Disability Benefits Program and Metropolitan Life
Insurance Company

	 	USDC Southern District NY
	 
	 	 
	Michael D. Straney v. General Motors Corporation

	 	USDC Eastern District Southern Division MI
	 
	 	 
	Thomas Alfred Sylvester v. General Motors Corporation

	 	Saginaw County Circuit Court MI







2











 





Master Restructuring Agreement




Exhibit 6.01

Access Agreement Term Sheet






 




			
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.




 









 










September 11, 2008




Access Agreement Term Sheet Proposal

GM/Delphi




     The following are the principal terms agreed upon by General Motors Corporation (“GM”) and
Delphi Automotive Systems LLC1 and such of its affiliates and subsidiaries as are required to give
full effect to the terms hereof (collectively “Delphi”) in connection with an Access Agreement (the
“Access Agreement”) to be entered into between the parties:



     1. Term.



     The Access Agreement would take effect on the effective date of any plan of reorganization for
Delphi and would continue for [* *] after the effective date of the plan of reorganization.



     2. [* *]



     The duration of the access period once the right of access is invoked would be [* *] from the
date the right of access is exercised (the “[* *] Period”).



     3. Applicable Facilities.



     The access right would extend to the [* *] (the “Access Facilities”).



     4. [* *]



     The Access Agreement will include affirmative commitments from Delphi to [* *]. In any case,
Delphi will [* *]. During the Occupancy Period, GM will [* *].



     5. Trigger Events.



     The right of access could only be exercised upon the occurrence of one or more of the
following (each, a “Trigger Event”):



          a. [* *]




          b. [* *]




          c. [* *]




          d. [* *]




     Upon the exercise of the right of access, GM will [* *].



     6. [* *]



     Delphi will [* *].



     Further, GM will [* *].



     7. [* *]



     [* *].



     8. Acknowledgement and Consents



     The Access Agreement will provide for [* *].



     9. Miscellaneous.



     [* *]




 






	 	 	 
	1	 	If ownership in the Access Facilities is transferred to another
Delphi entity, the Delphi obligations under the Access Agreement will also be
transferred/assigned.




 




 	 	 	 
	**	 	Confidential Materials omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.