Modified

In connection with the Transaction, New Aptiv assumed Old Aptiv’s Long-Term Incentive Planslong-term incentive plans and its existing obligations in connection with awards granted thereunder, and Aptiv Swiss Holdings (i) entered into a supplemental indenture to each indenture in which Aptiv Swiss Holdings assumed all of Old Aptiv’s obligations under each series of Old Aptiv’s outstanding Notes and (ii) entered into an assumption and/or supplement agreement relating to eachthe Credit Agreement in which New Aptiv assumed all of Old Aptiv’s obligations under eachthe Credit Agreement as the “parent entity” thereunder. In addition, New Aptiv (i) entered into a supplemental indenture to each indenture in which New Aptiv guaranteed the outstanding Notes and (ii) entered into a guarantee joinder relating to eachthe Credit Agreement in which New Aptiv guaranteed the obligations under eachthe Credit Agreement. Following the reorganization transaction, Aptiv Swiss Holdings (i) replaced Old Aptiv as an obligor a guarantor of the borrowers’ obligations under the Credit AgreementsAgreement, and (ii) succeeded to Old Aptiv as an obligor under the senior notes and the junior notes, and New Aptiv became a guarantor under the Credit AgreementsAgreement (and will act as the “parent entity” thereunder) and the indentures.