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 theAdministrative Agent shall have received evidence reasonably satisfactory to it of such occurrence:     (i) this Amendment shall have been executed by the Borrower, the Guarantors, theRequired First Priority Participant Lenders, the Required Total Participant Lenders and theRequired 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 anamendment to the GM-Delphi Agreement that extends the date by which (x) the Bankruptcy Courtshall 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 theBorrower and its Subsidiaries) and (y) the order from the Bankruptcy Court approving themodifications to the Existing Reorganization Plan shall have become final andnon-appealable, from August 11, 2009 to no earlier than 8:00 p.m. (New York City time) onAugust 13, 2009, as set forth in the definition of “Sale Order Condition” and Sections4.04(d)(iv) and 4.04(d)(v) of the GM-Delphi Agreement, (b) such amendment shall have becomefully effective and (c) such amendment shall be in form and substance satisfactory to theAdministrative Agent; and     (iv) the Borrower shall have paid all invoiced expenses (including the fees andexpenses of counsel to the Administrative Agent) of the Administrative Agent incurred inconnection with the preparation, negotiation and execution of this Amendment and othermatters relating to the Loan Documents in accordance with Section 10.05 of the CreditAgreement, and all invoiced expenses of the Lenders payable pursuant to any expense sideletters 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 theBankruptcy Court.     4. **Release**. To the fullest extent permitted by applicable law, in consideration ofthe Agents’ and the execution of this Amendment by the Participant Lenders that executed anddelivered 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 itselfand each of its successors and assigns (including, without limitation, any receiver or trustee,collectively, the “Releasors”), does hereby forever release, discharge and acquit theAgents, each Amendment Participant Lender and each of their respective parents, subsidiaries andaffiliate corporations or partnerships, and their respective officers, directors, partners,trustees, shareholders, agents, attorneys and employees, and their respective successors, heirs andassigns, 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 andobligations (collectively, “Claims”), of every type, kind, nature, description orcharacter, and irrespective of how, why or by reason of what facts, whether such Claims haveheretofore arisen, are now existing or hereafter arise, or which could, might, or may be claimed toexist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated orunliquidated, each as
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though fully set forth herein at length, which in any way arise out of, are connected with orin any way relate to actions or omissions which occurred on or prior to the date hereof withrespect to the Obligations, this Amendment, the Accommodation Agreement, the Credit Agreement orany other Loan Document. This Section 4 shall survive (i) the expiration or termination of theAccommodation Period, of the Accommodation Agreement and of this Amendment and (ii) the terminationof the Credit Agreement, the payment in full of all Obligations and the termination of allCommitments.     5. **Miscellaneous****.**          (a) Except to the extent hereby amended, each Loan Party hereby affirms that the terms of theother Loan Documents (i) secure, and shall continue to secure, and (ii) guarantee, and shallcontinue to guarantee, in each case, the Obligations (as defined in the Credit Agreement) andacknowledges and agrees that each Loan Document is, and shall continue to be, in full force andeffect and is hereby ratified and affirmed in all respects.          (b) The Borrower agrees that its obligations set forth in Section 10.05 of the CreditAgreement shall extend to the preparation, execution and delivery of this Amendment, including thereasonable 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 Section4 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 4hereof and any other Lender) are hereby expressly disclaimed.          (d) The parties hereto hereby agree that Section 8 of the Credit Agreement shall apply to thisAmendment and each other Loan Document and all actions taken or not taken by the AdministrativeAgent or any Lender contemplated hereby.          (e) Nothing in this Amendment shall be deemed, asserted or construed to impair or prejudicethe rights of the Administrative Agent and the Lenders to appear and be heard on any issue, or toobject to any relief sought, in the Bankruptcy Court, except to the extent that such actions wouldconstitute a breach of the Administrative Agent’s or any Lender’s obligations under theAccommodation Agreement.          (f) Any provision of this Amendment held to be invalid, illegal or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,illegality or unenforceability without affecting the validity, legality and enforceability of theremaining provisions hereof, and the invalidity of a particular provision in a particularjurisdiction shall not invalidate such provision in any other jurisdiction.          (g) Section headings used herein are for convenience only and are not to affect theconstruction 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 partieshereto in separate counterparts, each of which when so executed and delivered shall be deemed to bean 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 shallserve 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 THELAWS 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 WAIVESALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TOTHIS AMENDMENT.[SIGNATURE PAGES TO FOLLOW]
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as ofthe day and the year first written.      **BORROWER**