5-Year Second Amended and Restated Competitive Advance and Revolving Credit Facility Sample Contracts

FIRST AMENDMENT AND WAIVER TO 5-YEAR SECOND AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY
5-Year Second Amended and Restated Competitive Advance and Revolving Credit Facility • April 1st, 2005 • Delphi Corp • Motor vehicle parts & accessories • New York

FIRST AMENDMENT AND WAIVER, dated as of March 28, 2005 (this “First Amendment”), to and under the 5-Year Second Amended and Restated Competitive Advance and Revolving Credit Facility, dated as of June 18, 2004 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among DELPHI CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITIBANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC. and HSBC BANK USA, as documentation agents (collectively, in such capacity, the “Documentation Agents”), and JPMORGAN CHASE BANK, N.A. (formerly known as JPMORGAN CHASE BANK), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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