FIRST AMENDMENT AND WAIVER TO 5-YEAR SECOND AMENDED AND RESTATED COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY

Exhibit 99(b)

FIRST AMENDMENT AND WAIVER
TO 5-YEAR SECOND AMENDED AND RESTATED
COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY

               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 ”).

W I T N E S S E T H:

               WHEREAS, the Borrower, the Lenders, the Syndication Agent, the Documentation Agents and the Administrative Agent are parties to the Credit Agreement;

               WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth herein;

               WHEREAS, the Majority Lenders and the Administrative Agent are willing to agree to such amendment to and under the Credit Agreement, subject to the terms and conditions set forth herein;

               NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Majority Lenders and the Administrative Agent hereby agree as follows:

               1.  Defined Terms . Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.

               2.  Amendments to Section 1 (Definitions) . (a) The definition of “Consolidated EBITDA” in Section 1 of the Credit Agreement is hereby amended as follows:

          “, (g) any expenses accounted by the Borrower or any of it Subsidiaries in such period for post-employment benefits under FAS 106 and (h) beginning with the period ending on March 31, 2005, any cash charges in respect of restructurings, plant closings,

2

headcount reductions or other similar actions related to the operations of the Borrower and its Subsidiaries, provided that, solely for the purpose of this definition, the aggregate amount of all charges under this clause (h) shall not exceed (i) for any four fiscal quarter period ending on March 31, 2005, June 30, 2005 and September 30, 2005, $225,000,000, (ii) for any four fiscal quarter period ending on December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006, $175,000,000 and (iii) for any four fiscal quarter period ending thereafter, $0”