Amendment No. 5 to Amended and Restated GM-Delphi Agreement

Exhibit 99(b)

Confidential Treatment Requested by General Motors Company
Pursuant to the Freedom of Information Act

EXECUTION VERSION

Amendment No. 5 to Amended and Restated GM-Delphi Agreement

          Amendment No. 5, dated as of August 4, 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 and Amendment No. 4, dated as of July 30, 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 4, 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 6, 2009”.

          (b) Milestones. (i) The reference to “8:00 p.m. New York City time on August 4, 2009” in clause (iv) of Section 4.04(d) shall be replaced with “8:00 p.m. New York City time on August 6, 2009” and (ii) the reference to “August 3, 2009” in clause (v) of Section 4.04(d) shall be replaced with “8:00 p.m. New York City time on August 6, 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.

     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]

     IN WITNESS WHEREOF, the parties have entered into this Amendment No. 5 as of the date first above written.

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]

[Signature Page to Amendment No. 5 to Amended & Restated GM-Delphi Agreement]