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EXHIBIT 10.16
FIRST AMENDMENT
FIRST AMENDMENT, dated as of January 27, 1999 (this "Amendment"),
to the $3,500,000,000 Competitive Advance and Revolving Credit Facility, dated
as of January 4, 1999 (the "Credit Agreement"), among DELPHI AUTOMOTIVE SYSTEMS
CORPORATION, a Delaware corporation (the "Borrower"), the several banks and
other financial institutions from time to time parties thereto (the "Lenders"),
BANK OF AMERICA NT & SA, CITIBANK, N.A., DEUTSCHE BANK, BARCLAYS BANK PLC and
BANQUE NATIONALE DE PARIS, as syndication agents (collectively, the "Syndication
Agents"), and THE CHASE MANHATTAN BANK, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall, unless otherwise indicated, have the meanings given to them in the
Credit Agreement. Terms defined and used in this Amendment shall have the
meanings given to them in this Amendment.
2. Amendment to Subsection 2.5(b). Subsection 2.5(b) of the Credit
Agreement is hereby amended by adding after the word "Subsidiary" and prior to
the period in the eleventh line thereof the following: "; provided, that,
notwithstanding the foregoing, the aggregate amount of Commitment reductions
under this subsection 2.5(b) shall not exceed $2,000,000,000".
3. Conditions to Effectiveness. The amendments provided for herein
shall become effective upon the receipt by the Administrative Agent of
counterparts of this Amendment duly executed and delivered by the Borrower and
the Majority Lenders.
4. Representations and Warranties. The Borrower as of the date
hereof and after giving effect to the amendments contained herein, hereby
confirms, reaffirms and restates that each of the representations and warranties
made by it in or pursuant to Section 3 of the Credit Agreement is true and
correct in all material respects on and as of the date hereof as if made on and
as of the date hereof, except to the extent any such representation and warranty
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specifically relates to an earlier date, in which case such representation and
warranty shall have been true and correct as of such earlier date; provided,
that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment.
5. Payment of Expenses. The Borrower agrees to pay or reimburse
the Administrative Agent for all of its out-of-pocket costs and expenses
incurred in connection with the Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
6. Reference to and Effect on the Credit Agreement; Limited
Effect. On and after the date hereof and the satisfaction of the conditions
contained in paragraph 3 of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement as amended hereby. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender under the Credit Agreement, nor
constitute a waiver of any provisions of the Credit Agreement. Except as
expressly amended herein, all of the provisions and covenants of the Credit
Agreement are and shall continue to remain in full force and effect in
accordance with the terms thereof and are hereby in all respects ratified and
confirmed.
7. Counterparts. This Amendment may be executed by one or more of
the parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
DELPHI AUTOMOTIVE SYSTEMS
CORPORATION
By:
-----------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By:
-----------------------------------
Name:
Title:
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BANK OF AMERICA NT & SA, as Syndication
Agent and Lender
By:
-----------------------------------
Name:
Title:
CITIBANK, N.A., as Syndication Agent and Lender
By:
-----------------------------------
Name:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH, as Syndication
Agent and Lender
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
BARCLAYS BANK PLC, as Syndication Agent
and Lender
By:
-----------------------------------
Name:
Title:
5
BANQUE NATIONALE DE PARIS, as
Syndication Agent and Lender
By:
-----------------------------------
Name:
Title:
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED
By:
-----------------------------------
Name:
Title:
BANCA COMMERCIALE ITALIANA - NEW
YORK BRANCH
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
BANCA DI ROMA
By:
-----------------------------------
Name:
Title:
6
BANKBOSTON, N.A.
By:
-----------------------------------
Name:
Title:
BANK OF MONTREAL
By:
-----------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
-----------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
-----------------------------------
Name:
Title:
BANK OF TOKYO - MITSUIBISHI TRUST
COMPANY
By:
-----------------------------------
Name:
Title:
▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
CIBC INC.
By:
-----------------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
(NEW YORK BRANCH)
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
8
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
(▇▇▇▇▇ ▇▇▇▇ OFFICE)
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
COMERICA BANK
By:
-----------------------------------
Name:
Title:
COMMERZBANK AKTIENGESELLSCHAFT,
CHICAGO BRANCH
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
9
CREDIT AGRICOLE INDOSUEZ
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
CREDIT LYONNAIS, CHICAGO BRANCH
By:
-----------------------------------
Name:
Title:
DAI ICHI KANGYO BANK LTD.
By:
-----------------------------------
Name:
Title:
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK AG,
CAYMAN ISLAND BRANCH
By:
-----------------------------------
Name:
Title:
10
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCHES
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
-----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
-----------------------------------
Name:
Title:
GENERALE BANK
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇- ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ AG
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
KBC BANK N.B.
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By:
-----------------------------------
Name:
Title:
MARINE MIDLAND BANK
By:
-----------------------------------
Name:
Title:
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MIDLAND BANK PLC
By:
-----------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH
By:
-----------------------------------
Name:
Title:
THE NORTHERN TRUST COMPANY
By:
-----------------------------------
Name:
Title:
THE SANWA BANK, LTD
NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
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SOCIETE GENERALE
By:
-----------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
-----------------------------------
Name:
Title:
WESTPAC BANKING CORPORATION
By:
-----------------------------------
Name:
Title:
