EX-10(hh)






Exhibit 10(hh)




Confidential Treatment Requested by General Motors Company

Pursuant to the Freedom of Information Act




Amendment No. 8 to Amended and Restated GM-Delphi Agreement




          Amendment No. 8, dated as of August 11, 2009 (this “Amendment”),
among DELPHI CORPORATION, a Delaware corporation (the “Borrower”), a debtor and
debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, and the
subsidiaries of the Borrower signatory hereto (each a “Guarantor” and collectively the
“Guarantors”), each of which Guarantors is a debtor and debtor-in-possession in a case
pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and the Guarantors, each
a “Case” and collectively, the “Cases”), and GENERAL MOTORS COMPANY, as an assignee
of Motors Liquidation Company (f/k/a General Motors Corporation), (“GM”).




RECITALS:




          WHEREAS, the Borrower, the Guarantors and GM have previously entered into that certain
agreement, dated as of May 9, 2008, as amended from time to time and as amended and restated by
that certain Amended and Restated GM-Delphi Agreement dated as of June 1, 2009, as amended by
Amendment No. 1, effective as of July 23, 2009, Amendment No. 2, dated as of July 26, 2009,
Amendment No. 3, dated as of July 29, 2009, Amendment No. 4, dated as of July 30, 2009, Amendment
No. 5, dated as of August 4, 2009, Amendment No. 6, dated as of August 6, 2009 and Amendment No. 7,
dated as of August 7, 2009 (as such may be further amended or otherwise modified in accordance with
its terms, the “GM-Delphi Agreement”);




          WHEREAS, GM and Delphi have agreed that certain modifications to the GM-Delphi Agreement shall
be made in contemplation of proceeding with the transactions contemplated by the Modified Plan of
Reorganization and the Sale Agreement (as defined in the GM-Delphi Agreement after giving effect to
this Amendment) and accordingly, the parties have agreed to extend the deadline for certain
milestones and conditions to be satisfied in connection therewith; and




          WHEREAS, the Borrower, the Guarantors and GM wish to enter into this Amendment to amend the
GM-Delphi Agreement to extend the deadline for certain milestones and conditions to be satisfied as
set forth herein.




          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:




     1. Defined Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the GM-Delphi Agreement.



     2. Amendments.



          (a) Definition of “Sale Order Condition”. The reference to “8:00 p.m. New York City
time on August 11, 2009” in clause (ii) of the definition of the term “Sale Order Condition” shall
be replaced with “8:00 p.m. New York City time on August 13, 2009”.




          (b) Milestones. (i) The reference to “8:00 p.m. New York City time on August 11,
2009” in clause (iv) of Section 4.04(d) shall be replaced with “8:00 p.m. New York City time on
August 13, 2009” and (ii) the reference to “August 11, 2009” in clause (v) of Section 4.04(d) shall
be replaced with “8:00 p.m. New York City time on August 13, 2009”.




 









 








     3. Conditions to Effectiveness of this Amendment. This Amendment shall become
effective on the first date on which each of the following conditions precedent are satisfied (or
otherwise waived by GM in its sole discretion) (the “Effective Date”):



          (a) Execution of Amendment. This Amendment shall have been executed by the Borrower
and each of the Guarantors.




          (b) Documents and Certificates. GM shall have received such documents and
certificates as GM or its counsel may reasonably request relating to the organization, existence
and good standing of the Borrower and each of the Guarantors, the authorization of the transactions
under this Amendment and any other legal matters relating to the Borrower and each of the
Guarantors, this Amendment or the transactions contemplated hereunder, all in form and substance
reasonably satisfactory to GM and its counsel.




          (c) No Default. (i) No Event of Default or event which upon notice or lapse of time
or both would constitute an Event of Default shall have occurred and be continuing under the
GM-Delphi Agreement and (ii) no Automatic Accommodation Termination Default and no Accommodation
Default, and no event which upon notice or lapse of time or both would constitute an Automatic
Accommodation Termination Default or an Accommodation Default, shall have occurred and be
continuing under the Accommodation Agreement, in each case, unless such event has been waived or
amended by the DIP Lenders and (iii) no amendments or other modifications to the DIP Credit
Agreement that are not acceptable to GM shall have become effective.




          (d) Fees and Expenses. GM shall have received the payment by the Borrower of all fees
and expenses referred to herein and in the GM-Delphi Agreement.




     4. Representations and Warranties. The Borrower and each Guarantor hereby represents
and warrants to GM, on and as of the date hereof, both prior to and after giving effect to this
Amendment, (i) the Borrower and each Guarantor has taken all necessary action to authorize the
execution, delivery and performance of this Amendment, (ii) this Amendment has been duly executed
and delivered by the Borrower and each Guarantor, respectively, and (iii) this Amendment is the
legal, valid and binding obligation of the Borrower and each Guarantor, enforceable against it in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles.



     5. Continuing Effect; Guaranties.



          (a) Except as expressly set forth in this Amendment, all of the terms and provisions of the
GM-Delphi Agreement are and shall remain in full force and effect and the Borrower and each
Guarantor shall continue to be bound by all of such terms and provisions. The Amendment provided
for herein is limited to the specific provisions of the GM-Delphi Agreement specified herein and
shall not constitute an amendment of, or an indication of GM’s willingness to amend or waive, any
other provisions of the GM-Delphi Agreement or the same sections for any other date or purpose.




          (b) The Borrower and each Guarantor hereby consents to this Amendment, including the
execution, delivery and performance of the other documents (if any) to be executed in connection
herewith. The Borrower and each Guarantor hereby acknowledges and agrees that all of its
obligations, including all Guaranties granted to GM under the GM-Delphi Agreement, are reaffirmed
and that such Guaranties shall continue in full force and effect on and after Effective Date to
secure and support the Obligations of the Borrower and the Guarantors.




2









 








     6. Expenses. The Borrower and each Guarantor jointly and severally agree to pay and
reimburse GM for all its reasonable out-of-pocket costs and expenses incurred in connection with
the negotiation, preparation, execution and delivery of this Amendment, and other documents
prepared in connection herewith, and the transactions contemplated hereby, including, without
limitation, reasonable fees and disbursements and other charges of counsel to GM.



     7. Choice of Law. This Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with the law of the State of New
York.



     8. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties and separate counterparts, each of which when so executed and delivered, shall be
deemed an original, and all of which, when taken together, shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
or e-mail shall be effective as delivery of a manually executed counterpart of this Amendment.



     9. Integration. This Amendment, together with the GM-Delphi Agreement, incorporates
all negotiations of the parties hereto with respect to the subject matter hereof and is the final
expression and agreement of the parties hereto with respect to the subject matter hereof.



     10. Severability. In case any provision in this Amendment shall be invalid, illegal
or unenforceable, such provision shall be severable from the remainder of this Amendment and the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



     11. Waiver of Jury Trial. Each of the parties hereto irrevocably waives trial by jury
in any action or proceeding with respect to this Amendment and the GM-Delphi Agreement.



[Signature Pages Follow]




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     IN WITNESS WHEREOF, the parties have entered into this Amendment No. 8 as of the date first
above written.



	 	 	 	 	 
	 	BORROWER



DELPHI CORPORATION

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



[Signature
Page to Amendment No. 8 to Amended & Restated GM-Delphi
Agreement]





 









 





	 	 	 	 	 
	 	GUARANTORS:



DELPHI AUTOMOTIVE SYSTEMS (HOLDING), INC., 

a Delaware corporation

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

DELPHI AUTOMOTIVE SYSTEMS GLOBAL (HOLDING), INC.,

a Delaware corporation

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

a Delaware limited liability company

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

a Delaware corporation

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



[Signature
Page to Amendment No. 8 to Amended & Restated GM-Delphi
Agreement]





 









 






	 	 	 	 	 
	 	DELPHI FOREIGN SALES CORPORATION,

a Virgin Islands corporation

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

a Delaware corporation

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

a Delaware corporation

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

a Delaware limited liability company

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

a New York corporation

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



[Signature
Page to Amendment No. 8 to Amended & Restated GM-Delphi
Agreement]





 









 





	 	 	 	 	 
	 	ASEC MANUFACTURING,

a Delaware general partnership

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

a Delaware general partnership

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

a Delaware corporation

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

a Delaware corporation

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

a Delaware limited liability company

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



[Signature
Page to Amendment No. 8 to Amended & Restated GM-Delphi
Agreement]





 












 





	 	 	 	 	 
	 	DELPHI AUTOMOTIVE SYSTEMS INTERNATIONAL, INC.,

a Delaware corporation

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

a Delaware corporation

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

a Delaware limited liability company

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

a Delaware corporation

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

a Delaware corporation

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




[Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement]




 









 





	 	 	 	 	 
	 	DELPHI CONNECTION SYSTEMS,

a California corporation

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

a Delaware limited liability company

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

a Delaware corporation

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

a Delaware corporation

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

a Delaware corporation

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




[Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement]




 









 





	 	 	 	 	 
	 	EXHAUST SYSTEMS CORPORATION,

a Delaware corporation

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



[Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement]





 









 





	 	 	 	 	 
	 	ASPIRE, INC.,

a Michigan corporation

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

a Delaware limited liability company

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

a Delaware corporation

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

a Michigan corporation

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

a South Carolina corporation

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




[Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement]




 









 





	 	 	 	 	 
	 	SPECIALTY ELECTRONICS INTERNATIONAL LTD.,

a Virgin Islands corporation

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

a Delaware corporation

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

a Delaware limited liability company

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




[Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement]




 









 





	 	 	 	 	 
	 	DELPHI MEDICAL SYSTEMS COLORADO CORPORATION,

a Colorado corporation

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

a Delaware corporation

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

a Delaware corporation

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




[Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement]




 









 





	 	 	 	 	 
	 	DELPHI TECHNOLOGIES, INC.,

a Delaware corporation

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



[Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement]





 









 





	 	 	 	 	 
	 	DREAL, INC.,

a Delaware corporation

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




[Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement]




 









 





	 	 	 	 	 
	 	LENDER


GENERAL MOTORS COMPANY

 	 
	 	By:  	/s/ Walter G. Borst
 	 
	 	 	Name:  	Walter G. Borst 	 
	 	 	Title:  	Treasurer 	 
	 



[Signature Page to Amendment No. 8 to Amended & Restated GM-Delphi Agreement]