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EXHIBIT 1.2
UNDERWRITING AGREEMENT
April 28, 1999
DELPHI AUTOMOTIVE SYSTEMS CORPORATION
0000 Xxxxxx Xxxxx
Xxxx, XX 00000-0000
Ladies and Gentlemen:
We (the "underwriters") understand that Delphi Automotive Systems
Corporation, a Delaware corporation (the "Company"), proposes to issue and sell
(i) $500,000,000 aggregate principal amount of 6 1/8% Notes due May 1, 2004 (the
"2004 NOTES"); (ii) $500,000,000 aggregate principal amount of 6 1/2% Notes due
May 1, 2009 (the "2009 NOTES"); and (iii) $500,000,000 aggregate principal
amount of 7 1/8% Debentures due May 1, 2029 (the "2029 DEBENTURES") (the 2004
Notes, the 2009 Notes and the 2029 Debentures are collectively referred to as
the "Securities"). Subject to the terms and conditions set forth herein or
incorporated by reference herein, the Company hereby agrees to sell and we agree
to purchase, severally and not jointly, the principal amount of such Securities
set forth below opposite our names at (i) 99.523% of the principal amount of the
2004 Notes, (ii) 98.943% of the principal amount of the 2009 Notes and (iii)
98.355% of the principal amount of the 2029 Debentures, in each case plus
accrued interest, if any, from May 4, 1999 to the date of payment and delivery:
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES DUE 2004
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated............................ $175,000,000
Xxxxxx Xxxxxxx & Co. Incorporated 175,000,000
Chase Securities Inc. 50,000,000
Xxxxxxx, Xxxxx & Co......................................... 50,000,000
BNY Capital Markets, Inc.................................... 10,000,000
First Union Capital Markets Corp............................ 10,000,000
Xxxxxx Brothers Inc......................................... 10,000,000
Xxxxx Capital Markets, Inc.................................. 10,000,000
XX Xxxxx Securities Corporation............................. 10,000,000
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Total........................................ $500,000,000
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PRINCIPAL AMOUNT
UNDERWRITER OF NOTES DUE 2009
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.......................... $175,000,000
Xxxxxx Xxxxxxx & Co. Incorporated.......................... 175,000,000
Chase Securities Inc....................................... 50,000,000
Xxxxxxx, Xxxxx & Co........................................ 50,000,000
Bank One Capital Markets, Inc.............................. 10,000,000
Xxxxxxxx & Partners, L.P................................... 10,000,000
BNP Capital Markets LLC.................................... 10,000,000
CIBC Oppeheimer Corp....................................... 10,000,000
Credit Lyonnais S.A........................................ 10,000,000
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Total....................................... $500,000,000
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PRINCIPAL AMOUNT
UNDERWRITER OF DEBENTURES DUE 2029
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated......................... $175,000,000
Xxxxxx Xxxxxxx & Co. Incorporated......................... 175,000,000
Chase Securities Inc...................................... 50,000,000
Xxxxxxx, Xxxxx & Co....................................... 50,000,000
Barclays Bank PLC......................................... 10,000,000
Bear, Xxxxxxx & Co. Inc................................... 10,000,000
Deutsche Bank AG London................................... 10,000,000
NationsBanc Xxxxxxxxxx Securities LLC..................... 10,000,000
Xxxxxxx Xxxxx Barney Inc.................................. 10,000,000
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Total...................................... $500,000,000
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The Underwriters will pay for such Securities upon delivery thereof at
the offices of O'Melveny & Xxxxx LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 at 10:00 a.m. (New York time) on May 4, 1999 or at such other time, not
later than May 4,1999 as shall be designated by the Managers (as defined
herein).
The Securities shall have the terms set forth in the Company's
Prospectus Supplement dated April 28, 1999 (the "Supplement") and the Company's
Prospectus dated March 30, 1999 (together with the Supplement, the "Prospectus")
particularly as follows:
2004 NOTES
Maturity: May 1, 2004
Interest Rate: 6 1/8% per annum from May 4, 1999 or from the most
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recent Interest Payment Date to which interest has
been paid or duly provided for.
2009 NOTES
Maturity: May 1, 2009
Interest Rate: 6 1/2% per annum from May 4, 1999 or from the most
recent Interest Payment Date to which interest has
been paid or duly provided for.
2029 DEBENTURES
Maturity: May 1, 2029
Interest Rate: 7 1/8% per annum from May 4, 1999 or from the most
recent Interest Payment Date to which interest has
been paid or duly provided for.
THE SECURITIES
Redemption Provisions: The Securities will be redeemable prior to maturity
at the option of the Company, in whole or in part,
at the redemption prices set forth in the
Prospectus Supplement plus accrued interest and
each affected series of the Securities will be
redeemable as a whole, but not in part, at 100% of
their principal amount plus accrued interest in the
event of certain changes relating to United States
taxation, in each case subject to the terms and
conditions described in the Prospectus.
Interest Payment Dates: May 1 and November 1 commencing November 1, 1999,
until the principal amount thereof is paid or made
available for payment.
Listing: Luxembourg Stock Exchange.
Other Principal Terms The purchase price will be payable in immediately
available funds on the Closing Date.
Book Entry Form: Each of the 2004 Notes, the 2009 Notes and the 2029
Debentures will be issued in the form of one or
more fully registered global securities (in each
case, the "Global Security") which will be
deposited with, or on behalf of, The Depository
Trust Company, New York, New York (the
"Depository") and registered in the name of the
Depository's nominee. The Global Security may be
transferred, in whole and not in part,
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only to another nominee of the Depository or a
successor of the Depository or its nominee.
Ownership of beneficial interests of the Global
Security will be shown on, and the transfer of that
interest will be effected only through, records
maintained by the Depository (with respect to its
Participants' interests), its Participants and
indirect participants (with respect to the owners
of beneficial interests in the Global Security).
Each Underwriter, severally and not jointly, represents and agrees that:
(i) no action has been or will be taken by it that would permit
the offer or sale of the Securities or any interest therein or possession or
distribution of the Prospectus or any amendment thereto or any other offering
material relating to the Securities in any jurisdiction where action for that
purpose is required, by the Company, other than the registration of the
Securities under the Securities Act of 1933, as amended (the "Securities Act").
Each Underwriter agrees that it will not directly or indirectly offer, sell or
deliver any Securities or any interest therein or distribute or publish the
Prospectus or any other offering material relating to the Securities, in or from
any jurisdiction except under circumstances that will, to the best knowledge of
such Underwriter, result in compliance with all applicable laws and regulations
and will not impose any obligations on the Company, or the other Underwriters,
and that all offers, sales and deliveries of Securities or any interest therein
by it will be made on the same terms. Subject as provided above, each
Underwriter shall, as required (and unless prohibited) by applicable law,
furnish to each person to whom it offers, sells or delivers the Securities a
copy of the Prospectus or (unless delivery of the Prospectus is required by
applicable law) inform each such person that a copy thereof (as then amended or
supplemented) will be made available upon request. No Underwriter is authorized
to give any information or to make any representation not contained in the
Prospectus in connection with the offer and sale of the Securities;
(ii) it has not offered or sold and, prior to the expiration of
the six months from the Closing Date, will not offer or sell any Securities to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995;
(iii) it has complied and will comply with all applicable
provisions of the Financial Services Act of 1986, with respect to anything done
by it in relation to the Securities in, from or otherwise involving the United
Kingdom, and
(iv) it has only issued or passed on and will only issue or pass
on in the United Kingdom any document received by it in connection with the
issue of the Securities to a person who is of a kind described in Article 11 (3)
of the Financial Services Xxx 0000 (Investment Advertisements) (Exemptions)
Order 1996, as amended, or is a person to whom such documents may otherwise
lawfully be issued or passed on.
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The Manager may terminate this Agreement (upon consultation with the
Company) at any time prior to the Closing Date at which payment would otherwise
be due under this Agreement to the Company if, in the opinion of the Manager,
there shall have been such a change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls
which in the Manager's view will have a materially adverse effect on the success
of the offering and distribution of or a secondary market of the Securities.
After consultation with the Company, the parties to this Agreement shall be
released and discharged from their respective obligations under this Agreement
without liability on the part of any Manager or on the part of the Company and
each party will pay its own expenses.
In addition to the provisions of Article V of the Standard Provisions
(as defined below), the several obligations of the Underwriters are also subject
to the following conditions:
(i) In lieu of the letter to be delivered pursuant to Article V(e)
of the Standard Provisions, on the Closing Date the Manager shall have received
a letter dated such date in form and substance satisfactory to the Manager, from
Deloitte and Touche LLP, independent accountants, (a) confirming that they are
independent public accountants within the meaning of the Securities Act and are
in compliance with the applicable requirements relating to the qualification of
accountants under Rule 2-01 of Regulation S-X of the United States Securities
and Exchange Commission, (b) stating, as of the date of such letter (or with
respect to matters involving changes or developments since the respective dates
as of which specified financial information is given in or incorporated by
reference into the Prospectus, as of a date not more than five days prior to the
date of such letter), the conclusions and findings of such firm with respect to
the financial information and other matters covered by its letter (the "initial
letter") delivered to the Manager concurrently with the execution of this
Agreement and (c) confirming in all material respects the conclusions and
findings set forth in the initial letter.
In addition to the provisions of Article VI of the Standard
Provisions, the Company further covenants as follows:
(i) the Company shall use its reasonable best efforts to cause the
Securities to be listed on the Luxembourg Stock Exchange, or on such other
European stock exchange as is reasonably requested by the Manager.
Except as otherwise provided above, all the provisions contained in the
document entitled Delphi Automotive Systems Corporation's Underwriting Agreement
Standard Provisions (Debt Securities) April 28, 1999 attached hereto as Exhibit
A (the "Standard Provisions"), are herein incorporated by reference in their
entirety and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein, except that the term
"Manager" as used therein shall, for purposes of this Agreement, mean Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co.
Incorporated, in each case whose authority hereunder may be exercised jointly by
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co.
Incorporated. In the event of a conflict between this Agreement and the Standard
Provisions with respect to any term or condition, this Agreement shall take
precedence.
[Remainder of Page Blank]
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Please confirm your agreement by having an authorized officer sign
a copy of this, Agreement in the space set forth below. This Agreement may be
signed in any number of counterparts with the same effect as if the signatures
thereto and hereto were upon the same instrument.
Very truly yours,
For the 2004 Notes
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED
CHASE SECURITIES INC.
XXXXXXX, XXXXX & CO.
BNY CAPITAL MARKETS, INC.
FIRST UNION CAPITAL MARKETS CORP.
XXXXXX BROTHERS INC.
XXXXX CAPITAL MARKETS, INC.
XX XXXXX SECURITIES CORPORATION
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
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Title:
By: XXXXXX XXXXXXX & CO. INCORPORATED
By:
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Title:
Accepted:
DELPHI AUTOMOTIVE SYSTEMS CORPORATION
By:
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Title:
S-1
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For the 2009 Notes
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED
CHASE SECURITIES INC.
XXXXXXX, XXXXX & CO.
BANC ONE CAPITAL MARKETS, INC.
XXXXXXXX & PARTNERS, L.P.
BNP LONDON BRANCH S.A.
CIBC XXXXXXXXXXX CORP.
CREDIT LYONNAIS S.A.
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
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Title:
By: XXXXXX XXXXXXX & CO. INCORPORATED
By:
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Title:
Accepted:
DELPHI AUTOMOTIVE SYSTEMS CORPORATION
By:
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Title:
S-2
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For the 2029 Debentures
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED
CHASE SECURITIES INC.
XXXXXXX, XXXXX & CO.
BARCLAYS BANK PLC
BEAR, XXXXXXX & CO. INC.
DEUTSCHE BANK SECURITIES INC.
NATIONSBANC XXXXXXXXXX SECURITIES LLC
XXXXXXX XXXXX BARNEY INC.
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
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Title:
By: XXXXXX XXXXXXX & CO. INCORPORATED
By:
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Title:
Accepted:
DELPHI AUTOMOTIVE SYSTEMS CORPORATION
By:
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Title:
S-3
