Exhibit 99(a)
FIRST AMENDMENT AND WAIVER
TO 364-DAY SIXTH 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 364-Day Sixth
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:
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(i)
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by
deleting “(other than interest expense or discount during
such period attributable to Permitted Receivables Financing with an
aggregate principal amount not in excess of $1,500,000,000)”
in the first clause (b) of such definition;
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(ii)
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by
substituting a comma for the word “and” immediately
before clause (f) of such definition;
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(iii)
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by
adding the following as new clauses (g) and (h) to such
definition:
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“,
(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
2
ending
on March 31, 2005, any cash charges in respect of
restructurings, plant closings, 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 $225,000,000 for any four fiscal quarter
period”;
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(iv)
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by
substituting a comma for the word “and” immediately
before the second clause (b) of such definition;
and
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(v)
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by
adding the following as second clause (c) at the end of the
first sentence of such definition:
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“and
(c) any cash payments made during such period in respect of
expenses described in clause (g) above taken in such
period”
(b) The
definition of “Consolidated Leverage Ratio” in
Section 1 of the Credit Agreement is hereby amended by
deleting “(other than any Permitted Receivables Financing
outstanding on such date in an aggregate principal amount not to
exceed $1,500,000,000 and any other Non-Recourse Debt not related
to accounts receivable of the Borrower or any of its
Subsidiaries)” from clause (a) of such
definition.
(c) The
definition of “Term Out Period” in
Section 1 of th
