DELPHI 2011 Annual Report Download - page 115

Table of Contents
Credit Agreement
In March 2011, in conjunction with the redemption of membership interests from Class A and Class C membership interest holders, Delphi
Corporation, a wholly-owned U.S. subsidiary of Delphi Automotive LLP (the "Issuer"), entered into a credit agreement with JPMorgan Chase Bank, N.A., as
lead arranger and administrative agent, with respect to $3.0 billion in senior secured credit facilities (the "Credit Facilities"). The March 2011 credit
agreement has been amended and restated (the "Credit Agreement") and as of December 31, 2011 consists of a $1.3 billion 5-year senior secured revolving
credit facility (the "Revolving Credit Facility"), a $258 million senior secured 5-year term A loan (the "Tranche A Term Loan") and a $950 million senior
secured 6-year term B loan (the "Tranche B Term Loan"). During the year ended December 31, 2011, $47 million and $177 million of the Tranche A Term
Loan and Tranche B Term Loan, respectively, were repaid under the Credit Agreement. In conjunction with the repayments, approximately $10 million of
debt issuance costs and discount were extinguished. The Revolving Credit Facility was undrawn at December 31, 2011. As of December 31, 2011, we had
approximately $9 million in letters of credit issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under
the Revolving Credit Facility.
The Credit Agreement carries an interest rate, at the Issuer's option, of either (a) the Administrative Agent's Alternate Base Rate ("ABR" as defined in
the Credit Agreement) plus (i) with respect to the Revolving Credit Facility and the Tranche A Term Loan, 1.50% per annum or (ii) with respect to the
Tranche B Term Loan, 1.50% per annum, or (b) the London Interbank Offered Rate (the "Adjusted LIBO Rate" as defined in the Credit Agreement)
("LIBOR") plus (i) with respect to the Revolving Credit Facility and the Tranche A Term Loan, 2.50% per annum or (ii) with respect to the Tranche B Term
Loan, 2.50% per annum since the initial public offering. The Tranche B Term Loan includes a LIBOR floor of 1.00%.
The interest rate period with respect to the LIBOR interest rate option can be set at one-, two-, three-, or six-months as selected by the Issuer in
accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders), but payable no less than quarterly. The Issuer
may elect to change the selected interest rate over the term of the Credit Facilities in accordance with the provisions of the Credit Agreement. The applicable
interest rates listed above for the Revolving Credit Facility and the Tranche A Term Loan may increase or decrease from time to time by 0.25% based upon
changes to the Company's corporate credit ratings. Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in
the ABR, LIBOR or future changes in the Company's corporate credit ratings. Upon completion of our initial public offering, the applicable interest rates for
the Tranche A Term Loan and Revolving Credit Facility were reduced by 25 basis points. The Credit Agreement also requires that the Issuer pay certain
commitment fees on the unused portion of the Revolving Credit Facility and certain letter of credit issuance and fronting fees.
The Issuer is obligated to make quarterly principal payments throughout the terms of the Tranche A and Tranche B Term Loans according to the
amortization schedule in the Credit Agreement. In conjunction with the repayments during the year ended December 31, 2011, all quarterly principal payment
obligations prior to maturity have been satisfied for the Tranche B Term Loan and quarterly principal payments have been satisfied through December 31,
2013 for the Tranche A Term Loan and partially satisfied through March 31, 2014. Borrowings under the Credit Agreement are prepayable at the Issuer's
option without premium or penalty, provided that any prepayment of the Tranche B Term Loan is accompanied by a pro rata payment of the Tranche A Term
Loan (based on the respective amounts then outstanding). The Issuer may request that all or a portion of the Term Loans be converted to extend the scheduled
maturity date(s) with respect to all or a portion of any principal amount of such Term Loans under certain conditions. The Credit Agreement also contains
certain mandatory prepayment provisions in the event the Company generates excess cash flow (as defined in the Credit Agreement) or Delphi receives net
cash proceeds from any asset sale or casualty event. No mandatory prepayments, under these provisions, have been made or are due through December 31,
2011.
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