EX-10(ii)






Exhibit 10(ii)




     TWENTY SEVENTH AMENDMENT TO ACCOMMODATION AGREEMENT (this “Amendment”) dated as of
August 11, 2009, and effective as of the Effective Date (as hereinafter defined), among DELPHI
CORPORATION, a Delaware corporation (the “Borrower”), a debtor and debtor-in-possession in
a case pending under Chapter 11 of the Bankruptcy Code, and the subsidiaries of the Borrower
signatory hereto (each a “Guarantor” and collectively the “Guarantors”), each of
which Guarantors is a debtor and debtor-in-possession in a case pending under Chapter 11 of the
Bankruptcy Code, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent
for the Lenders (in such capacity, the “Administrative Agent”).



W I T N E S S E T H:




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



     WHEREAS, the Borrower and the Guarantors desire to modify the Accommodation Agreement as
provided herein;



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



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



     1. Amendments to Accommodation Agreement. The definition of “Accommodation
Period” in Section 1(b) of the Accommodation Agreement is hereby amended by (x) deleting the
date “August 11, 2009 (8:00 p.m. (Eastern time))” in clause (i) thereof and replacing it with
“August 13, 2009 (8:00 p.m. (Eastern time))” and (y) deleting the dates “August 12, 2009” and
“August 11, 2009” in clause (iv) thereof and replacing them with “August 14, 2009” and “August 13,
2009” respectively.



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



 









 





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




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




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




     (iii) (a) the Borrower and GM shall have irrevocably executed and delivered an
amendment to the GM-Delphi Agreement that extends the date by which (x) the Bankruptcy Court
shall have held a hearing to approve the modifications to the Existing Reorganization Plan
(such modifications shall provide for, among other things, the sale of certain assets of the
Borrower and its Subsidiaries) and (y) the order from the Bankruptcy Court approving the
modifications to the Existing Reorganization Plan shall have become final and
non-appealable, from August 11, 2009 to no earlier than 8:00 p.m. (New York City time) on
August 13, 2009, as set forth in the definition of “Sale Order Condition” and Sections
4.04(d)(iv) and 4.04(d)(v) of the GM-Delphi Agreement, (b) such amendment shall have become
fully effective and (c) such amendment shall be in form and substance satisfactory to the
Administrative Agent; and




     (iv) the Borrower shall have paid all invoiced expenses (including the fees and
expenses of counsel to the Administrative Agent) of the Administrative Agent incurred in
connection with the preparation, negotiation and execution of this Amendment and other
matters relating to the Loan Documents in accordance with Section 10.05 of the Credit
Agreement, and all invoiced expenses of the Lenders payable pursuant to any expense side
letters entered into with the Borrower (as such expense side letters are amended,
supplemented or modified), to the extent such side letters have been approved by the
Bankruptcy Court.



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



2









 







though fully set forth herein at length, which in any way arise out of, are connected with or
in any way relate to actions or omissions which occurred on or prior to the date hereof with
respect to the Obligations, this Amendment, the Accommodation Agreement, the Credit Agreement or
any other Loan Document. This Section 4 shall survive (i) the expiration or termination of the
Accommodation Period, of the Accommodation Agreement and of this Amendment and (ii) the termination
of the Credit Agreement, the payment in full of all Obligations and the termination of all
Commitments.



     5. Miscellaneous.



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



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



          (c) No Person other than the parties hereto and any other Lender, and, in the case of Section
4 hereof, the Releasees, shall have any rights hereunder or be entitled to rely on this Amendment,
and all third-party beneficiary rights (other than the rights of the Releasees under Section 4
hereof and any other Lender) are hereby expressly disclaimed.



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



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



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



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



          (h) This Amendment may be executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but



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one and the same instrument. A facsimile or .pdf copy of a counterpart signature page shall
serve as the functional equivalent of a manually executed copy for all purposes.



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



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



[SIGNATURE PAGES TO FOLLOW]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and the year first written.



	 	 	 	 	 
	 	BORROWER




DELPHI CORPORATION

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 
	 




 









 





	 	 	 	 	 
	 	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 	 
	 



 









 






	 	 	 	 	 
	 	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 	 
	 




 









 





	 	 	 	 	 
	 	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 	 
	 



 









 






	 	 	 	 	 
	 	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 	 



 









 





	 	 	 	 	 
	 	EXHAUST SYSTEMS CORPORATION,

a Delaware corporation

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




 









 





	 	 	 	 	 
	 	DELPHI TECHNOLOGIES, INC.,

a Delaware corporation

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




 









 





	 	 	 	 	 
	 	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 	 
	 




 









 





	 	 	 	 	 
	 	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 	 
	 




 









 





	 	 	 	 	 
	 	DREAL, INC.,

a Delaware corporation

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




 









 




Signature page for the Twenty-Seventh Amendment to the Accommodation Agreement, dated as of August
11, 2009 among Delphi Corporation and the lenders party thereto




	 	 	 	 	 
	 	Name of Lender:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: