AMENDED & RESTATED GM-DELPHI AGREEMENT

Exhibit 99(b)

Execution Version

AMENDED & RESTATED GM-DELPHI AGREEMENT

      AMENDED & RESTATED GM-DELPHI AGREEMENT , dated as of June 1, 2009, among DELPHI CORPORATION, a Delaware corporation and a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the “ Borrower ”), 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 CORPORATION (“ GM ”).

RECITALS:

      WHEREAS , on October 8, 2005, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court initiating the Cases and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

      WHEREAS , the Borrower, the Guarantors hereunder and certain financial institutions from time to time party thereto (the “ DIP Lenders ”) and JPMorgan Chase Bank, N.A., as administrative agent for the DIP Lenders have previously entered into (i) that certain Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of November 20, 2007 (as amended through April 22, 2009 and as such may be further amended, modified, refinanced or replaced from time to time, in each case, except upon the effectiveness of a Reorganization Plan, the “ DIP Credit Agreement ”) and (ii) the Accommodation Agreement (as defined herein);

           WHEREAS , in connection with the Master Restructuring Agreement and the Global Settlement Agreement, the Borrower requested, and GM agreed, to make certain funds available to the Borrower as more particularly described in that certain Agreement, dated as of May 9, 2008 (as amended by Amendment No. 1, effective as of October 6, 2008, Amendment No. 2, effective as of December 12, 2008 and Amendment No. 3, effective as of January 30, 2009 and as may have been further amended, modified, refinanced or replaced from time to time, the “ Original GM-Delphi Agreement ”);

      WHEREAS , pursuant to the Original GM-Delphi Agreement, GM provided financial accommodations to the Borrower on the terms and conditions set forth therein;

      WHEREAS , the Guarantors agreed to guarantee the obligations of Borrower under the Original GM-Delphi Agreement;

      WHEREAS , in connection with the Sale Transactions (as defined herein), the Borrower has requested, and GM has agreed to provide, additional debtor-in-possession loans in an aggregate amount not to exceed the Tranche C Commitment (as defined herein) pursuant to and in accordance with the terms and conditions set forth herein; and

      WHEREAS , the Guarantors have agreed to continue to guarantee the obligations of the Borrower under this Agreement; and

      WHEREAS , GM, the Borrower and the Guarantors have agreed to amend and restate the terms of the Original GM-Delphi Agreement in its entirety in the manner set out in this Agreement;

      NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

      Section 1.01. Defined Terms . Capitalized terms that are not otherwise defined herein shall have the meaning set forth in the DIP Credit Agreement, including as set forth in Section 8.14 .

     “ 363 Sale Implementation Agreement ” has the meaning set forth in the Sale Agreement; provided that such agreement shall be on the terms and conditions set forth in section 9.2 of the Sale Agreement and such other terms as may be agreed by the parties thereto, and provided in any event that such agreement shall be in form and substance satisfactory to GM and the Company Buyer (as defined in the Sale Agreement).

     “ Accommodation Agreement ” shall mean that certain Accommodation Agreement, dated December 12, 2008, as amended through May 7, 2009, and as may be further amended, modified, or replaced from time to time; provided , that, in the event such agreement is amended or otherwise modified in a manner adverse to GM, the definitions and other references to the Accommodation Agreement herein shall be deemed references to such agreement without giving effect to any such amendment or modification.

     “ Accommodation Approval Order ” shall mean that certain order of the Bankruptcy Court entered on December 3, 2008 approving the Accommodation Agreement.

     “ Accommodation Default ” shall have the meaning set forth in the Accommodation Agreement.

     “ Adjusted DIP Pricing ” shall have the meaning set forth in Section 2.05(a) .

     “ Administrative Claims ” shall have the meaning set forth in Section 2.11 .

     “ Advance ” shall mean any (i) Tranche A Advance, (ii) Tranche B Advance or (iii) Tranche C Advance, as the context may require.

     “ Advance Request ” shall mean a written request executed and delivered by the Borrower for an Advance in accordance with Section 2.02 .

     “ Affiliates ” shall have the meaning set forth in the Global Settlement Agreement.

     “ Agreement ” shall mean this Amended and Restated GM-Delphi Agreement, dated as of June 1, 2009, as may be amended, supplemented or otherwise modified from time to time.

     “ Approval Order ” shall have the meaning set forth in Section 4.04(e) .

     “ Automatic Accommodation Termination Default ” shall have the meaning set forth in the Accommodation Agreement.

     “ Borrower ” shall have the meaning set forth in the preamble to this Agreement.

     “ Case ” and “ Cases ” shall have the meaning set forth in the preamble to this Agreement.

     “ Commitment ” shall mean (i) the Tranche A Commitment, (ii) the Tranche B Commitment or (iii) the Tranche C Commitment, as the context may require.

     “ DIP Agent ” shall mean “Administrative Agent” as defined in the DIP Credit Agreement.

     “ DIP Credit Agreement ” shall have the meaning set forth in the recitals to this Agreement.

     “ DIP Extension Order ” shall have the meaning set forth in the Original GM-Delphi Agreement.

     “ DIP Lenders ” shall have the meaning set forth in the recitals to this Agreement.

     “ DIP Termination Date ” shall mean the date on which the commitments under the DIP Credit Agreement have been terminated, the Borrower’s obligations thereunder (other than contingent obligations for which no demand has been made) have been paid in full and any outstanding Letters of Credit have been cash collateralized or backstopped by other letters of credit in accordance with the DIP Credit Agreement, whether pursuant to a Reorganization Plan or otherwise (other than pursuant to a refinancing or replacement, except upon the effectiveness of a Reorganization Plan, of the DIP Credit Agreement).

     “ Event of Default ” shall have the meaning set forth in Section 6.01 .

     “ Existing Confirmed Plan ” shall mean the First Amended Joint Plan of Reorganization of the Borrower and certain affiliates, debtors and debtors-in-possession, as modified, which was confirmed by order of the United States Bankruptcy Court for the Southern District of New York entered January 25, 2008 (docket no. 12359).

     “ Existing Plan ” means the Reorganization Plan and Disclosure Statement filed by Delphi in the United States Bankruptcy Court for the Southern District of New York on October 3, 2008.

     “ Final Solicitation Order ” shall have the meaning set forth in Section 4.04(d) .

     “ Global Settlement Agreement ” shall mean that certain Amended and Restated Global Settlement agreement between the Borrower and GM dated September 12, 2008.

     “ GM ” shall have the meaning set forth in the preamble to this Agreement.

     “ GM-Delphi Pull-Forward Agreement ” shall mean the Partial Temporary Accelerated Payment Agreement, dated as of December 12, 2008, by and between the Borrower, on behalf of itself and its subsidiaries and Affiliates operating as debtors and debtors in possession in the Cases, and GM, as amended by the First Amendment to the GM-Delphi Pull-Forward Agreement, dated as of January 20, 2009.

     “ GM-Related Parties ” shall have the meaning set forth in the Global Restructuring Agreement.

     “ Guarantor ” and “ Guarantors ” shall have the meaning set forth in the preamble to this Agreement.

     “ Indemnitee ” shall have the meaning set forth in Section 8.04(b) .

     “ Interest Payment Date ” shall mean the last day of each March, June, September and December, commencing on September 30, 2008.

     “ Interim Approval Order ” shall have the meaning set forth in Section 4.01(f) .

     “ Loan ” and “ Loans ” shall have the meaning set forth in Section 2.01(c) .

     “ Master Restructuring Agreement ” shall mean that certain Amended and Restated Master Restructuring Agreement between the Borrower and GM dated September 12, 2008.

     “ Minimum Liquidity Amount ” shall have the meaning set forth in the Accommodation Agreement.

     “ Modified Reorganization Plan ” shall mean the Existing Plan modified in form and substance in a manner reasonably acceptable to GM and providing for, among other things, the Sales Transactions.

     “ Obligations ” shall mean the (i) Tranche A Obligations, (ii) Tranche B Obligations and (iii) Tranche C Obligations.

     “ Original GM-Delphi Agreement ” shall have the meaning set forth in the recitals to this Agreement.

     “ Reorganization Plan ” shall mean a chapter 11 plan of reorganization or liquidation, including any amendment thereto, in any of the Cases.

     “ Restricting Order ” shall have the meaning set forth in Section 4.04(g) .

     “ Sale Agreement ” means that certain Master Disposition Agreement, dated June 1, 2009 by and among the Borrower, GM Components Holdings, LLC, GM (solely with respect to certain provisions as more fully described therein) and Parnassus Holdings II, LLC, in substantially the form attached hereto as Exhibit A.

     “ Sale Documents ” means the Sale Agreement, the Ancillary Agreements (as defined in the Sale Agreement) and each of the other agreements, instruments and documents being or to be executed by Delphi in connection therewith, providing for, inter alia , the sale of certain assets of the Borrower and its Subsidiaries.

     “ Sale Order Condition ” shall mean the earlier of (i) the date on which the Bankruptcy Court denies the motion to approve the Modified Reorganization Plan or the Stand Alone Sale, (ii) July 23, 2009, unless the Bankruptcy Court has entered the Sale Transactions Order by such

date or (iii) the date which is seven days after the date on which any Restricting Order is entered, if such Restricting Order has not been reversed or otherwise modified to GM’s satisfaction.

     “ Sale Transactions ” shall mean the sale of certain assets of the Borrower and its Subsidiaries pursuant to and in accordance with the terms and conditions of the Sale Agreement and the other Sale Documents.

     “ Sale Transactions Order ” shall have the meaning set forth in Section 4.04(d) .

     “ Second Amendment Approval Order ” shall mean the “Approval Order”, as defined in Amendment No. 2 to the Original GM-Delphi Agreement, effective as of December 12, 2008.

     “ Set-Off Right ” shall mean the right of GM to set-off and apply any and all indebtedness and other liabilities at any time owing by GM or its Affiliates to or for the credit or the account of the Borrower or any Guarantor against any and all of the Obligations of such Borrower or Guarantor then existing under this Agreement in accordance with Section 6.01 .

     “ Solicitation Motion ” shall have the meaning set forth in Section 4.01(j) .

     “ Solicitation Order ” shall have the meaning set forth in Section 4.01(j) .

     “ Specified Availability ” shall mean, on any date of determination, with respect to (a) Tranche A Loans, the amount by which the Tranche A Available Funds is less than $500,000,000 on such date, (b) Tranche B Loans, (i) the amount projected by the Borrower on such date to be the net use of cash by the Borrower and the Guarantors for the period commencing on such date through the next Monday or Thursday, as the case may be, plus (ii)(x) $25,000,000 or (y) $50,000,000 at any time when the Minimum Liquidity Amount is equal to $50,000,000 minus (iii) the Tranche B Available Funds as of the close of business on the Business Day immediately preceding the date of such determination and (c) Tranche C Loans, (i) the amount projected by the Borrower on such date to be the net use of cash by the Borrower and the Guarantors for the period commencing on such date through the next Monday or Thursday, as the case may be, plus (ii) $25,000,000 minus (iii) the Tranche C Available Funds as of the close of business on the Business Day immediately preceding the date of such determination.

     “ Specified Availability Certificate ” shall mean a certificate in a form reasonably acceptable to GM signed by a Financial Officer of the Borrower, certifying (a) the amount of the Tranche B Available Funds and Tranche C Available Funds as of the close of business on the Business Day immediately preceding the date of such certificate and (b) the Specified Availability as of such date and, in each case, reflecting the calculation thereof (based on day-to-day monthly cash projections consistent with past practice).

     “ Stand Alone Sale ” shall have the meaning set forth in Section 4.01(j) .

     “ Subsequent Commitment ” shall have the meaning set forth for the term “Subsequent Tranche C Commitment” in the DIP Credit Agreement.

     “ Tranche A Advance ” shall mean any Tranche A Loans made pursuant to this Agreement on a single date.

     “ Tranche A Availability Certificate ” shall have the meaning set forth in Section 4.02(a) .

     “ Tranche A Available Funds ” shall mean, on any date of determination, the sum of (i) all unrestricted cash and cash equivalents of the Borrower and the Guarantors (as reflected on a consolidated balance sheet of the Borrower and the Guarantors) plus (ii) the Available Amount (as defined under the DIP Credit Agreement on the date hereof) plus (iii) the GM Prepayment Reserve (as defined under the DIP Credit Agreement on the date hereof) plus (iv) on and after the first date on which the Subsequent Commitment becomes available to the Borrower for borrowings under the DIP Credit Agreement in accordance with the terms and conditions thereof, any unused portion of the Subsequent Commitment.

     “ Tranche A Commitment ” shall mean the commitment of GM to make loans from time to time (a) prior to June 1, 2008 in an aggregate outstanding principal amount not to exceed $200,000,000, (b) from and after June 1, 2008 and prior to July 1, 2008 in an aggregate outstanding principal amount not to exceed $300,000,000 and (c) from and after July 1, 2008 in an aggregate outstanding principal amount not to exceed $650,000,000; provided that on and after the effectiveness of the amendments to each of the Master Restructuring Agreement and the Global Settlement Agreement referred to in Section 5.03 of the Original GM-Delphi Agreement, such Tranche A Commitment shall be permanently reduced from time to time by the aggregate amount paid by GM or its Affiliates to or for the credit or the account of the Borrower or any Guarantor from and after the Tranche A Effective Date (whether through the exercise of the Set-Off Right hereunder or otherwise paid in cash) under such agreements.

     “ Tranche A Effective Date ” means May 9, 2008.

     “ Tranche A Excess Availability ” shall have the meaning set forth in Section 2.09(a) .

     “ Tranche A Loans ” shall have the meaning set forth in Section 2.01(a) .

     “ Tranche A Obligations ” shall mean (a) the due and punctual payment of principal of and interest on (subject to the provisos to
Section 2.05(b) ) the Tranche A Loans and (b) the due and punctual payment of all other present and future, fixed or contingent, monetary obligations of the Borrower and the Guarantors to GM with respect to the Tranche A Loans under this Agreement.

     “ Tranche A Scheduled Termination Date ” shall mean September 12, 2008.

     “ Tranche A Termination Date ” shall mean the earlier of the Tranche A Scheduled Termination Date and the date on which Tranche A Obligations become due and payable in accordance with Section 6.01 .

     “ Tranche B Advance ” shall mean any Tranche B Loans made pursuant to this Agreement on a single date.

     “ Tranche B Available Funds ” shall mean, on any date of determination, all unrestricted cash and cash equivalents of the Borrower and the Guarantors (as reflected on a consolidated balance sheet of the Borrower and the Guarantors) on such date.

     “ Tranche B Commitment ” shall mean the commitment of GM to make loans from time to time (a) from and after October 1, 2008 and prior to November 1, 2008 in an aggregate outstanding principal amount not to exceed $200,000,000 and (b) from and after November 1, 2008 in an aggregate outstanding principal amount not to exceed $300,000,000.

     “ Tranche B Effective Date ” means October 6, 2008.

     “ Tranche B Excess Availability ” shall have the meaning set forth in Section 2.09(b) .

     “ Tranche B Loans ” shall have the meaning set forth in Section 2.01(b) .

     “ Tranche B Obligations ” shall mean (a) the due and punctual payment of principal of and interest on (subject to the provisos to
Section 2.05(b) ) the Tranche B Loans and (b) the due and punctual payment of all other present and future, fixed or contingent, monetary obligations of the Borrower and the Guarantors to GM with respect to the Tranche B Loans under this Agreement.

     “ Tranche B Scheduled Termination Date ” shall mean the earliest of (a) June 30, 2009, (b) the date on which the Borrower or any Guarantor files any motion or other pleading seeking to amend or otherwise modify the Existing Plan in a manner not reasonably satisfactory to GM, (c) the DIP Termination Date, (d) the expiration or termination of the Accommodation Agreement or the Accommodation Period (as defined in the Accommodation Agreement) and (e) the date on which a Reorganization Plan becomes effective.

     “ Tranche B Termination Date ” shall mean the earlier of the Tranche B Scheduled Termination Date and the date on which Tranche B Obligations become due and payable in accordance with Section 6.01 .

     “ Tranche C Advance ” shall mean any Tranche C Loans made pursuant to this Agreement on a single date.

     “ Tranche C Available Funds ” shall mean, on any date of determination, all unrestricted cash and cash equivalents of the Borrower and the Guarantors (as reflected on a consolidated balance sheet of the Borrower and the Guarantors) on such date.

     “ Tranche C Commitment ” shall mean the commitment of GM to make loans from time to time (i) from and after the Tranche C Effective Date and prior to the Tranche B Termination Date in an aggregate outstanding principal amount not to exceed $250,000,000 and (ii) from and after the Tranche B Termination Date in an aggregate principal amount not to exceed the sum of $250,000,000 plus the aggregate amount of any prepayments made by the Borrower to GM on and after the Tranche B Termination Date in accordance with Section 2.09(b) herein.

     “ Tranche C Effective Date ” shall have the meaning set forth in Section 4.01 .

     “ Tranche C Loans ” shall have the meaning set forth in Section 2.01(c) .

     “ Tranche C Obligations ” shall mean (a) the due and punctual payment of principal of and interest on (subject to the provisos to
Section 2.05(b) ) the Tranche C Loans and (b) the due and punctual payment of all other present and future, fixed or contingent, monetary obligations of the Borrower and the Guarantors to GM with respect to the Tranche C Loans under this Agreement.

     “ Tranche C Scheduled Termination Date ” shall mean the earliest of (a) September 30, 2009, or if pursuant to Section 12.1.2 of the Sale Agreement, the termination date of the Sale Agreement has been extended to October 30, 2009, then October 30, 2009, (b) the date on which the Borrower or any Guarantor files any motion or other pleading seeking to amend or otherwise modify the Existing Plan in a manner not satisfactory to GM (it being understood that for

purposes of this clause (b), GM shall be deemed to have consented to the motions and pleadings that are satisfactory to GM in accordance with Section 4.01(j) Section 4.04(d) ), (c) the DIP Termination Date, (d) the effective date of the Modified Reorganization Plan, (e) the date on which the Sale Order Condition has occurred, (f) the date on which the Sale Agreement terminates and (g) the date on which the Sale Transactions are consummated.

     “ Tranche C Termination Date ” shall mean the Tranche C Scheduled Termination Date.

     “ Weekly Cash Projection ” shall mean a certificate in a form reasonably acceptable to GM signed by a Financial Officer of the Borrower, certifying the amount projected by the Borrower to be the net use of cash by the Borrower and the Guarantors for the seven-day period (including an interim projection through next Monday or Thursday, as the case may be) commencing on the date of such certificate and reflecting the calculation thereof (based on day-to-day monthly cash projections consistent with past practice).

     Any reference herein to the effectiveness of the amendments to each of the Master Restructuring Agreement and the Global Settlement Agreement referred to in Section 5.03 of the Original GM-Delphi Agreement, or the date on which each of the Master Restructuring Agreement and the Global Settlement Agreement shall have become effective pursuant to Section 5.03 of the Original GM-Delphi Agreement, shall be deemed to be September 12, 2008.

ARTICLE II
AMOUNT AND TERMS OF ADVANCES

      Section 2.01. Commitment . GM agrees, upon the terms and subject to the conditions set forth herein, to make available to the Borrower:

     (a) during the period commencing on the Tranche A Effective Date and ending on the Tranche A Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche A Commitment (all such loans, collectively, the “ Tranche A Loans ”), which Tranche A Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche A Advance shall not exceed the least of (i) the unused portion of the Tranche A Commitment, (ii) without giving effect to such Tranche A Advance, the sum of (y) Specified Availability as of the close of business on the Business Day immediately preceding the date of such Tranche A Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche A Loans shall not exceed the Tranche A Commitment. The Tranche A Commitment shall terminate immediately and without further action on the Tranche A Termination Date.

     (b) during the period commencing on the Tranche B Effective Date and ending on the Tranche B Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche B Commitment (all such loans, collectively, the “ Tranche B Loans ”), which Tranche B Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche B Advance shall not exceed the least of (i) the unused portion of the Tranche B Commitment, (ii) without giving effect to such Tranche B Advance, the sum of (y) Specified Availability as of the date of the applicable Advance plus (z) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) and (iii) the aggregate amount requested by the Borrower in the

applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche B Loans shall not exceed the Tranche B Commitment. The Tranche B Commitment shall terminate immediately and without further action on the Tranche B Termination Date.

     (c) during the period commencing on the Tranche C Effective Date and ending on the Tranche C Termination Date, loans in an aggregate outstanding principal amount not to exceed the Tranche C Commitment then in effect (all such loans, collectively, the “ Tranche C Loans ” and together with the Tranche A Loans and the Tranche B Loans, the “ Loans ” or each individually, a “ Loan ”), which Tranche C Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided that (a) the amount of any Tranche C Advance shall not exceed the least of (i) the unused portion of the Tranche C Commitment then in effect, (ii) without giving effect to such Tranche C Advance, the sum of (x) Specified Availability as of the date of the applicable Advance plus (y) the amount, if any, necessary to round up to the nearest minimum or integral multiple amount required by Section 2.02(a) less (z) the amount by which the Tranche B Commitment exceeds the Tranche B Loans then outstanding ( provided that the conditions to Tranche B Loans set forth in Section 4.03 are satisified and Tranche B Loans are available to the Borrower on the date of the Advance Request and on the date for which the Advance has been requested in respect of such Tranche C Loan), and (iii) the aggregate amount requested by the Borrower in the applicable Advance Request in accordance with Section 2.02(a) and (b) the aggregate amount of all outstanding Tranche C Loans shall not exceed the Tranche C Commitment then in effect. The Tranche C Commitment shall terminate immediately and without further action on the Tranche C Termination Date.

      Section 2.02. Requests for Advances . To request an Advance of Loans, the Borrower shall deliver an Advance Request to GM no later than 11:00 a.m., New York City time (a) for an Advance that is requested to be made on a Monday (or if such date is not a Business Day, the next succeeding Business Day), on the immediately preceding Thursday (or if such date is not a Business Day, the next succeeding Business Day), (b) for an Advance that is requested to be made on a Thursday (or if such date is not a Business Day, the next succeeding Business Day), on the immediately preceding Monday (or if such date is not a Business Day, the next succeeding Business Day) and (c) for an Advance of $25,000,000 or less, on the date that is two (2) Business Days before the date of the proposed Advance. Such Advance Request shall be in a form reasonably acceptable to GM, signed and certified by a Financial Officer of the Borrower and delivered in accordance with the notice provisions set forth in Section 8.01 ; provided that, notwithstanding anything in Section 8.01 to the contrary, Advance Requests may be delivered in .pdf or similar format by electronic mail. Such Advance Request shall specify the following information:

     (a) whether the requested Advance is a Tranche A Advance, a Tranche B Advance and/or a Tranche C Advance;

     (b) the aggregate amount of the requested Tranche A Advance, Tranche B Advance and/or Tranche C Advance, which in each case shall be in an aggregate amount that is in an integral multiple of $5,000,000 and not less than $10,000,000;

     (c) the date of such Advance, which,

     (i) with respect to Tranche A Loans shall be a Business Day on or after the Tranche A Effective Date;

     (ii) with respect to Tranche B Loans shall be a Business Day on or after the Tranche B Effective Date; and

     (iii) with respect to Tranche C Loans shall be a Business Day on or after the Tranche C Effective Date; and

     (d) the initial Interest Period applicable thereto, which shall be a period contemplated by the definition of the term “ Interest Period ”; provided that if no Interest Period is specified with respect to any portion of the Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

      Section 2.03. Funding of Advances . Upon satisfaction or waiver of the applicable conditions precedent specified herein, GM shall make the proceeds of the Loans available to Borrower by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of the Borrower most recently designated by it for such purpose by written notice to GM.

      Section 2.04. Interest Elections . Each Advance of Loans shall have an initial Interest Period as specified in such Advance Request. Thereafter, the Borrower may elect to continue such Advance and may elect Interest Periods therefor, in accordance with the provisions set forth in Section 2.06(b), (c) and (e) of the DIP Credit Agreement (which provisions have been duly incorporated by reference by Section 8.14 herein); provided that there shall be no more than ten (10) Interest Periods outstanding at any time.

      Section 2.05. Interest on the Loans .

     (a) Subject to the provisions of Section 2.06 , each Advance shall be comprised entirely of Eurodollar Loans and shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to the Adjusted LIBO Rate for such Interest Period in effect for such Advance plus 5.25%; provided that if the applicable Adjusted LIBO Rate at the time of determination of the interest rate for an Advance is below 3.25%, the Adjusted LIBO Rate for such Advance for such Interest Period shall be deemed to be 3.25%; provided , further , that, in the event the DIP Credit Agreement is amended, modified, refinanced or replaced so that the pricing for the tranche bearing the highest pricing under the DIP Credit Agreement (the “ Adjusted DIP Pricing ”) is greater than the rates set forth above, then the rates set forth above in this Section 2.05(a) shall be automatically adjusted so that the pricing for the Advances is the same as such Adjusted DIP Pricing.

     (b) Accrued interest on all of the Loans shall be payable in arrears on each Interest Payment Date applicable thereto, on the applicable Scheduled Termination Date and after such Scheduled Termination Date on demand and upon any repayment or prepayment thereof, other than a prepayment pursuant to Section 2.09 hereof (on the amount prepaid); provided that until the DIP Termination Date, all interest, including amounts owing pursuant to Section 2.06 , shall be paid in kind by increasing the principal amount of the Loans then outstanding in an aggregate amount equal to the interest due on each Interest Payment Date; and provided , further , that (A) with respect to all Tranche A Loans, if the Master Restructuring Agreement and the Global Settlement Agreement become effective on or before the Tranche A Termination Date, then all interest accrued and owing hereunder, whether before or after the effectiveness of the Master Restructuring Agreement and the Global Settlement Agreement, including amounts owing

pursuant to Section 2.06 and any amounts which have been previously added to the principal amount of the Loans outstanding pursuant to the preceding proviso, shall be automatically cancelled and shall not be included in the Borrower’s Tranche A Obligations hereunder, (B) with respect to all Tranche B Loans, if the Modified Reorganization Plan or the Sale Transactions have been consummated on or before the Tranche B Termination Date, then in either case, all interest accrued and owing hereunder, whether before or after such effectiveness, including amounts owing pursuant to Section 2.06 and any amounts which have been previously added to the principal amount of the Loans outstanding pursuant to the preceding proviso, shall be automatically cancelled and shall not be included in the Borrower’s Tranche B Obligations hereunder, and (C) with respect to all Tranche C Loans, if the Modified Reorganization Plan or the Sale Transactions have been consummated on or before the Tranche C Termination Date, then in either case, all interest accrued and owing hereunder, whether before or after such effectiveness, including amounts owing pursuant to Section 2.06 and any amounts which have been previously added to the principal amount of the Loans outstanding pursuant to the preceding proviso, shall be automatically cancelled and shall not be included in the Borrower’s Tranche C Obligations hereunder

      Section 2.06. Default Interest . If the Borrower or any Guarantor, as the case may be, shall default in the payment of the principal of or interest on any Loan becoming due hereunder, whether at stated maturity, by acceleration or otherwise, the Borrower or such Guarantor, as the case may be, shall on demand from time to time pay interest, to the extent permitted by law and subject to and in accordance with
Section 2.05(b) , on all Loans up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to the rate then applicable for such Advances plus 2.0%; provided that if the Adjusted DIP Pricing then in effect includes default interest pursuant to Section 2.09 of the DIP Credit Agreement, the additional 2.0% shall not apply.

      Section 2.07. Repayment of Obligations . The Borrower hereby unconditionally promises to pay to GM (i) the then unpaid Tranche A Obligations on the Tranche A Scheduled Termination Date, (ii) the then unpaid Tranche B Obligations on the Tranche C Scheduled Termination Date and (iii) the then unpaid Tranche C Obligations on the Tranche C Scheduled Termination Date or, in each case, earlier, if otherwise required by the terms hereof; provided that, subject to Section 6.01 , such Obligations shall be paid as a set-off by GM of amounts payable by GM or its Affiliates to or for the credit or the account of the Borrower or any Guarantor pursuant to the Global Settlement Agreement and the Master Restructuring Agreement, as and when such amounts become payable; and provided further that upon consummation of the Sale Transactions, the principal amount of the Tranche B Loans and the Tranche C Loans shall be automatically cancelled and shall not be included in the Borrower’s Obligations. GM shall maintain in accordance with customary practice an account or accounts evidencing the indebtedness of the Borrower to GM resulting from each Loan made by GM, including (i) the amount of each Loan made hereunder and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to GM, (iii) the amount of any interest paid in kind pursuant to Section 2.05(b) and (iv) the amounts of principal and interest paid by the Borrower to GM from time to time hereunder. The entries made in such accounts shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of GM to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

      Section 2.08. Optional Termination or Reduction of Commitments . Upon at least one (1) Business Day’s prior written notice to GM, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused portions of the Commitments. Each such reduction of the Commitments shall be in the principal amount of $25,000,000 or any integral multiple of $5,000,000 in excess thereof.

      Section 2.09. Mandatory Prepayment .

     (a)  Tranche A Loans . If the aggregate amount of the Tranche A Available Funds exceeds $500,000,000 (such excess amount at any time, the “ Tranche A Excess Availability ”) and such excess is greater than $5,000,000 (i) if the Borrowing Base Certificate is delivered on a weekly basis, on the date such Borrowing Base Certificate is delivered and (ii) otherwise, on the last Business Day of any calendar week, the Borrower shall prepay the Loans (excluding any portion of the Loans comprising interest that is paid in kind on such Loans pursuant to Section 2.05(b) ) within one (1) Business Day of such date in an amount equal to the Tranche A Excess Availability. Notwithstanding anything to the contrary contained in this Agreement, from and after the effectiveness of the amendments to each of the Master Restructuring Agreement and the Global Settlement Agreement referred to in Section 5.03 , the Borrower shall immediately repay, as a set-off by GM in accordance with Section 2.07 , an amount equal to the lesser of (x) the Tranche A Obligations outstanding hereunder on such date and (y) any amounts due and payable by GM or its Affiliates to or for the credit or the account of the Borrower or any Guarantor under such agreements on such date.

     (b)  Tranche B Loans . If, on any Monday or Thursday of any calendar week the aggregate amount of the Tranche B Available Funds exceeds the amount projected by the Borrower on such date to be the net use of cash by the Borrower and the Guarantors for the period commencing on such date through the next Monday or Thursday, as the case may be, plus (i) $25,000,000 or (ii) $50,000,000 at any time when the Minimum Liquidity Amount is equal to $50,000,000 (such excess amount at any time, the “ Tranche B Excess Availability ”), the Borrower shall prepay the Loans (excluding any portion of the Loans comprising interest that is paid in kind on such Loans pursuant to Section 2.05(b) ) within one (1) Business Day of such date in an amount equal to the Tranche B Excess Availability. Notwithstanding anything to the contrary contained in this Agreement, from and after the Tranche C Termination Date the Borrower shall immediately repay, as a set-off by GM in accordance with Section 2.07 , an amount equal to the lesser of (x) the Tranche B Obligations outstanding hereunder on such date and (y) any amounts due and payable by GM or its Affiliates to or for the credit or the account of the Borrower or any Guarantor under such agreements on such date.

      Section 2.10. Payments Generally .

     (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal,