EXHIBIT 4.31
STEELCASE INC.
SECOND AMENDMENT
TO LONG TERM CREDIT AGREEMENT
This SECOND AMENDMENT TO LONG TERM CREDIT AGREEMENT (this "Amendment")
is dated as of October 3, 2002 and entered into by and among STEELCASE INC., a
Michigan corporation (the "Company"), as a Borrower and as the Guarantor, THE
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually
referred to herein as a "Lender" and collectively as "Lenders"), and CITICORP
USA, INC. ("CUSA"), as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent"), and is made with reference to that
certain Credit Agreement (Long Term Multicurrency Revolving Credit Facility)
dated as of April 5, 2001 (as amended by that certain First Amendment to Credit
Agreement dated as of November 9, 2001 and as such agreement may hereafter be
amended, restated, supplemented or modified from time to time, the "Credit
Agreement"), by and among the Company, the Lenders, the Administrative Agent,
SG-Chicago Branch, as syndication agent and BNP Paribas, Bank One, Michigan and
Bank of America, N.A., as co-documentation agents. Capitalized terms used herein
without definition shall have the same meanings herein as set forth in the
Credit Agreement.
RECITALS
WHEREAS, the Company and the Lenders have agreed to amend the Credit
Agreement to amend (i) the definition of "Level" and (ii) the financial covenant
relating to the Minimum Interest Coverage Ratio:
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
A. The definition of "Level" in Section 1.01 of the Credit Agreement
is hereby amended in its entirety to read as follows:
"Level" means Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6,
as the case may be, provided, however that if, as of any date of
determination, there is more than a one Level difference between (x) the
Level that would be applicable if such Level were determined solely by
reference to the rating assigned by S&P (the "Hypothetical S&P Level") and
(y) the Level that would be applicable if such Level were determined solely
by reference to the rating assigned by Moody's (the "Hypothetical Moody's
Level") then the "Level" for such date shall be deemed to be the Level
immediately above the lower of the Hypothetical S&P Level and the
Hypothetical Moody's Level (for these purposes Level 1 being higher than
Level 2, etc.).
B. Subsection 5.02(e) of the Credit Agreement is hereby amended in
its entirety to read as follows:
"(e) Minimum Interest Coverage Ratio. The Company will not permit
the ratio of (A) EBITDA to (B) interest expense of the Company and its
Subsidiaries on a consolidated basis, in each case for the four fiscal
quarters ending on the last day of any fiscal quarter of the Company to be:
(i) in respect of the fiscal quarter ending November 22, 2002, less than
3.00:1.00; (ii) in respect of the fiscal quarter ending February 28, 2003,
less than 3.50:1.00; (iii) in respect of the fiscal quarter ending May 30,
2003, less than 4.00:1.00; and (iv) in respect of any fiscal quarter ending
after May 30, 2003, less than 4.50:1.00."
C. Exhibit F to the Credit Agreement is hereby amended by deleting
said Exhibit F in its entirety and substituting in place thereof a new Exhibit F
in the form of Annex I to this Amendment.
Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date on which the
Agent shall notify the Company of satisfaction of such conditions being referred
to herein as the "Second Amendment Effective Date"):
A. On or before the Second Amendment Effective Date, the Company
shall deliver to Lenders (or to Administrative Agent for Lenders with sufficient
originally executed copies, where appropriate, for each Lender and its counsel)
the following, each, unless otherwise noted, dated the Second Amendment
Effective Date:
(i) Signature and incumbency certificates of the officers of the
Company executing this Amendment; and
(ii) Twelve (12) executed copies of this Amendment executed by the
Company.
B. On or before the Second Amendment Effective Date, Requisite
Lenders shall deliver to Administrative Agent copies of this Amendment executed
by Requisite Lenders.
C. On or before the Second Amendment Effective Date, the Company
shall pay to each Lender that consents to this Amendment on or before the Second
Amendment Effective Date, a fee equal to 0.05% of such Lender's Commitment.
Section 3. REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, the Company represents and
warrants to each Lender that the following statements are true, correct and
complete:
2
A. Corporate Power and Authority. The Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of the Company.
C. No Conflict. The execution and delivery by the Company of this
Amendment and the performance by the Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to the Company or any of its Subsidiaries, the Certificate
or Articles of Incorporation or Bylaws of the Company or any of its Subsidiaries
or any order, judgment or decree of any court or other agency of government
binding on the Company or any of its Subsidiaries, (ii) conflict with, result in
a breach of or constitute (with due notice or lapse of time or both) a default
under any contractual obligation of the Company or any of its Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of the Company or any of its Subsidiaries, or (iv)
require any approval of stockholders or any approval or consent of any Person
under any contractual obligation of the Company or any of its Subsidiaries.
D. Governmental Consents. The execution and delivery by the Company
of this Amendment and the performance by the Company of the Amended Agreement do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
E. Binding Obligation. This Amendment has been duly executed and
delivered by the Company and this Amendment and the Amended Agreement are the
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.
F. Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 4.01 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Second Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent previously disclosed in
writing to Administrative Agent and Lenders or such representations and
warranties specifically relate to an earlier date, in which case they were true,
correct and complete in all material respects on and as of such earlier date.
G. Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
3
Section 4. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other
Loan Documents.
(i) On and after the Second Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Administrative Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
B. Fees and Expenses. The Company acknowledges that all costs, fees
and expenses as described in subsection 9.04(a) of the Credit Agreement incurred
by Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Company.
C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 2 hereof) shall become effective upon the execution of a counterpart
hereof by Company and Requisite Lenders and receipt by the Company and the
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
4
[Remainder of page intentionally left blank]
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
STEELCASE INC., a Michigan corporation, as
a Borrower and Guarantor
By /s/ Gary P. Malburg
-------------------
Name: Gary P. Malburg
Title: Vice President, Finance and Treasurer
S-1
CITICORP USA, INC., as Administrative Agent
and a Lender
By /s/ Mary O'Connell
------------------
Name: Mary O'Connell
Title: Director
S-2
SOCIETE GENERALE, as a Lender
By /s/ Milissa Goeden
------------------
Name: Milissa Goeden
Title: Vice President
S-3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
STEELCASE INC., a Michigan corporation, as a
Borrower and Guarantor
By ________________________
Name:
Title:
CITICORP USA, INC., as Administrative Agent
and a Lender
By __________________
Name:
Title:
SG-CHICAGO BRANCH, as a Lender
By __________________
Name:
Title:
BNP PARIBAS, as a Lender
By /s/ Daniel Bresson By /s/ Eric Roller
---------------------- ---------------
Name: Daniel BRESSON Name: Eric ROLLER
Title: Directeur Adjoint
BANK ONE, MICHIGAN, as a Lender
By __________________
Name:
Title:
BANK OF AMERICA, N.A., as a Lender
By __________________
Name:
Title:
THE NORTHERN TRUST COMPANY, as a Lender
By __________________
Name:
Title:
Annex I - 1
BANK ONE, N.A., Successor to BANK ONE
MICHIGAN, as a Lender
By /s/ Michael B. Kelley
---------------------
Name: Mike Kelley
Title: Associate
S-5
BANK OF AMERICA, N.A., as a Lender
By /s/ John E. Williams
--------------------
Name: John E. Williams
Title: Managing Director
S-6
THE NORTHERN TRUST COMPANY, as a Lender
By /s/ B Tuszynska
---------------
Name: Barbara B. Tuszynska, CFA
Title: Second Vice President
The Northern Trust Company
S-7
CREDIT LYONNAIS, as a Lender
By /s/ Alain Drentel
-----------------
Name: Alain DRENTEL
Title: Animateur
CREDIT LYONNAIS
U.A.C. DE STRASBOURG
UB ENT G.C.
LE RESPONSIBLE
S-8
CREDIT LYONNAIS, as a Lender
By /s/ Bruno Choppin
-----------------
Name: Bruno CHOPPIN
Title: Senior Banker
S-8
CCF HSBC
STRASBOURG BRANCH, as a Lender
By /s/ Alberto Calaresu
--------------------
Name: Alberto CALARESU
Title: Branch Manager
By /s/ Nicole Dollen
-----------------
Name: Nicole DOLLEN
Title: Administrative Responsible Manager
S-9
NATEXIS BANQUES POPULAIRES, as a Lender
By /s/ Pieter J. van Tulder
------------------------
Name: Pieter J. van Tulder
Title: Vice President And Manager
Multinational Group
By /s/ Anne Ulrich
---------------
Name: Anne Ulrich
Title: Vice President
S-10
FIFTH THIRD BANK (Western Michigan)
formerly Old Kent Bank, as a Lender
By /s/ Seth W. Watson III
----------------------
Name: Seth W. Watson III
Title: Vice President
S-11
Steelcase Inc.
Second amendment to long term credit agreement
BECM, as a Lender
1/10/2002
By /s/ Daniel Lartillerie
----------------------
Name: Daniel LARTILLERIE
By /s/ Patrick Klein
-----------------
Name: Patrick KLEIN
ANNEX I
EXHIBIT F
[FORM OF COMPLIANCE CERTIFICATE]
The undersigned certifies that: (i) this Certificate is as of
__________ and pertains to the period from _________ to _________, (ii) the
undersigned has reviewed the terms of that certain Credit Agreement (Long Term
Multicurrency Revolving Credit Facility), dated as of April 5, 2001, among
Steelcase Inc., the Banks named therein, Citicorp USA, Inc., as Administrative
Agent, SG-Chicago Branch, as Syndication Agent and BNP Paribas, Bank One,
Michigan and Bank of America, N.A., as Co-Documentation Agents (as it may be
amended, supplemented, restated or otherwise modified from time to time, the
"Credit Agreement") and has made, or caused to be made under the undersigned's
supervision, a review in reasonable detail of the transactions and condition of
the Company and its Subsidiaries during the period set forth above and (iii)
such review has not disclosed the existence during or at the end of such period,
and the undersigned does not have knowledge of the existences as of the date of
this Certificate, of any condition or event that constitutes an Event of Default
or Potential Event of Default./1/ Capitalized terms used herein shall have the
meanings set forth in the Credit Agreement.
A. Liens
As of the last day of the period covered hereby:
1. Aggregate outstanding amount of Debt of SFSI
and its Subsidiaries that is secured by
receivables permitted under Section
5.02(a)(vii) of Credit Agreement $___________
2. Maximum permitted under Section 5.02(a)(vii)
of Credit Agreement $500,000,000
3. Debt secured by Liens permitted under Section
5.02(a)(viii) of Credit Agreement does not
exceed $75,000,000
B. Net Worth
For the Company and its Subsidiaries:
- --------------------
/[1]/If any event or condition that constitutes an Event of Default or Potential
Event of Default exists, the Certificate should include the nature and period of
existence of such event or condition and what action the Company has taken, is
taking and proposes to take with respect thereto.
Annex I-1
1. Net Worth as of February 25, 2000 $__________
2. Net Income (if a positive number) from
February 25, 2000 to most recent Fiscal
Year End or Fiscal Second Quarter End $__________
3. 25% of Net Income [ 0.25 * (2)] $__________
4. aggregate net proceeds, including cash
and the fair market value of property
other than cash, received by the Company
from the issue or sale of capital stock
of the Company from February 25, 2000 to
the most recent Fiscal Year End or
Fiscal Second Quarter End $__________
5. aggregate of 25% of the after tax gains
realized from unusual, extraordinary,
and major nonrecurring items from
February 25, 2000 to the most recent
Fiscal Year End or Fiscal Second Quarter
End $__________
6. Additions to Capital [(4) plus (5)] $__________
7. $150,000,000 adjustment: ($150,000,000)
8. Net Worth $__________
9. Minimum Net Worth required under Credit
Agreement [(1) plus (3) plus (6) less (7)] $__________
C. Maximum Debt Ratio.
For the Company and its Subsidiaries on a
consolidated basis (for each period consisting of
the most recently ended four consecutive fiscal
quarters of the Company):
1. indebtedness for borrowed money or for
the deferred purchase price of property $__________
or services (other than trade accounts
payable arising in the ordinary course
of business)
2. obligations as lessee under leases which
shall have been or should be, in
accordance with GAAP, recorded as
capital leases $__________
Annex I-2
3. obligations under guarantees in respect
of indebtedness or obligations of others
of the kinds referred to in clauses (1)
and (2) of this Section B $__________
4. Debt [(1) plus (2) plus (3)] $__________
5. consolidated net income plus provision
for taxes (exclusive of extraordinary or
non-recurring gains or losses) $__________
6. interest expense $__________
7. depreciation expense and amortization of
intangibles $__________
8. EBITDA [(5) plus (6) plus (7)] $__________
9. Ratio of Debt to EBITDA [(4):(8)] ____:____
10. Maximum Debt Ratio required under Credit
Agreement 3.25:1.00
D. Minimum Interest Coverage Ratio
For the Company and its Subsidiaries on a
consolidated basis (for each period consisting
of the most recently ended four consecutive fiscal
quarters of the Company)
1. EBITDA [C(8), above] $__________
2. interest expense $__________
3. Interest Coverage Ratio [(1):(2)] ___________
4. Minimum Interest Coverage Ratio:
A. For the fiscal quarter ending November 22, 2002 .... 3.00:1:00
B. For the fiscal quarter ending February 28, 2003 .... 3.50:1.00
C. For the fiscal quarter ending May 30, 2003 ......... 4.00:1.00
D. For any fiscal quarter ending after May 30, 2003 ... 4.50:1.00
Annex I-3
STEELCASE INC.
__________________________
Name:
Title:
Annex I-4