DELPHI 2011 Annual Report Download - page 65

Table of Contents
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 we generate excess cash flow (as defined in the
Credit Agreement) or we receive 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.
As of December 31, 2011, the Issuer selected the one-month LIBOR interest rate option, as detailed in the table below, for amounts outstanding, net of
the discount (in millions) and rates effective as of December 31, 2011 were:
LIBOR plus
Borrowings
as of
December 31,
2011
Rates effective
as of
December 31,
2011
Revolving Credit Facility 2.50% $ — — %
Tranche A Term Loan 2.50% $ 210 2.81%
Tranche B Term Loan 2.50% $ 772 3.50%*
* Includes a LIBOR floor of 1.00%.
The Credit Agreement contains certain covenants that limit, among other things, our (and our subsidiaries') ability to incur additional indebtedness or
liens, to dispose of assets, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/
repurchases, in respect of our equity interests. In addition, the Credit Agreement requires that we maintain a consolidated leverage ratio (the ratio of
Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of less than 2.75 to 1.0. The Credit Agreement also
contains events of default customary for financings of this type. We were in compliance with the Credit Agreement covenants as of December 31, 2011.
The Tranche A Term Loan and the Tranche B Term Loan were each issued under the Credit Agreement at a 0.5% discount and we paid approximately
$86 million of debt issuance costs in connection with the Credit Facilities. The discount and debt issuance costs are being amortized over the life of the
facility. The amended and modified Credit Agreement reduced the discount related to the Tranche B Term Loan to 0.25%.
All obligations under the Credit Agreement are borrowed by Delphi Corporation, and jointly and severally guaranteed by its direct and indirect parent
companies and by certain of Delphi Automotive PLC's existing and future direct and indirect U.S. subsidiaries, subject to certain exceptions set forth in the
Credit Agreement. All obligations under the Credit Agreement, including the guarantees of those obligations, are secured by certain assets of Delphi
Corporation and the guarantors, including substantially all of the assets of Delphi Automotive PLC, and its U.S. subsidiaries, and certain assets of Delphi
Corporation's direct and indirect parent companies.
Senior Notes
On May 17, 2011, Delphi Corporation issued $500 million of 5.875% senior notes due 2019 and $500 million of 6.125% senior notes due 2021 (the
"Senior Notes") in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act. The Senior Notes are fully and
unconditionally guaranteed, jointly and severally, by Delphi Automotive PLC and certain of its existing and future subsidiaries. Interest is payable semi-
annually on May 15 and November 15 of each year. Delphi paid $30 million of interest in November 2011. We paid approximately $23 million of debt
issuance costs in connection with the Senior Notes. The net proceeds of approximately $1.0 billion as well as cash on hand were used to pay down amounts
outstanding under the Credit Agreement.
The indenture governing the Senior Notes limits, among other things, our (and our subsidiaries') ability to incur additional indebtedness or liens,
dispose of assets, make certain restricted payments or investments, enter into transactions with affiliates or merge with or into other entities.
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