EXECUTIVE VERSION
EXHIBIT 4.37
THIRD AMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment"),
dated as of November 5, 2002, is by and among Steelcase SAS, a Societe par
Actions Simplifiee organized and existing under the laws of the Republic of
France (the "Borrower"), Steelcase Inc., a Michigan corporation (the
"Guarantor"), and Societe Generale, a bank organized and existing under the laws
of the Republic of France, acting through its Chicago Branch (the "Lender").
WHEREAS, the Borrower, the Guarantor and the Lender are
parties to that certain Loan Agreement dated as of April 9, 1999, as amended by
that certain First Amendment to Loan Agreement dated as of June 15, 2001, and as
further amended by that certain Second Amendment to Loan Agreement dated as of
November 9, 2001 (as further amended hereby and from time to time hereafter
amended, restated, supplemented or otherwise modified and in effect, the "Loan
Agreement"), pursuant to which the Lender has made certain loans to the
Borrower; and
WHEREAS, the Borrower and the Guarantor have requested that
the Lender amend certain provisions of the Loan Agreement, and the Lender is
willing to so amend the Loan Agreement pursuant to the terms and conditions set
forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.
2. Amendment of Loan Agreement. The Loan Agreement is hereby
amended as follows:
(a) Section 1 of the Loan Agreement is amended by inserting
the following new definition therein in alphabetical order:
"SFSI" shall mean Steelcase Financial Services Inc., a
Michigan corporation, and a wholly-owned Subsidiary of the
Guarantor.
(b) The definition of "Debt" in Section 1.15 is hereby amended
to add the parenthetical phrase "(other than trade accounts payable arising in
the ordinary course of business no more than 60 days past due)" after the phrase
"property or services" in clause (i) thereof.
(c) Section 10.1.1 is hereby amended in its entirety to read
as follows:
"10.1.1 Liens, Etc. The Guarantor will not create or
suffer to exist, or permit any of its Subsidiaries to
create or suffer to exist, any Lien upon or with respect
to any of the properties, income or assets of the
Guarantor or such Subsidiary, whether now owned or
hereafter acquired, in each case
to secure or provide for the payment of any Debt of
any Person, unless the obligations of the Guarantor
hereunder shall be secured equally and ratably with,
or prior to, any such Debt; provided however that the
foregoing restriction shall not apply to the
following Liens which are permitted:
(i) Liens on any property, income or asset of any
Subsidiary of the Guarantor existing at the time such
Person becomes a Subsidiary (other than any such Lien
created in contemplation of becoming a Subsidiary);
(ii) purchase money Liens upon or in any property or
asset acquired or held by the Guarantor or any
Subsidiary in the ordinary course of business to
secure the purchase price of such property or asset
or to secure Debt incurred solely for the purpose of
financing the acquisition of such property or asset
(provided that the amount of Debt secured by such
Lien does not exceed 100% of the purchase price of
such property and transaction costs relating to such
acquisition) and Liens existing on such property or
asset at the time of its acquisition (other than any
such Lien created in contemplation of such
acquisition); and the interest of the lessor thereof
in any property that is subject to a capital lease;
(iii) any Lien securing Debt that was incurred prior
to or during construction or improvement of property
or within 365 days after the completion of such
construction or improvement for the purpose of
financing all or part of the cost of such
construction or improvement, provided that (A) any
such Lien shall extend solely to such property
constructed or improved and (B) the amount of Debt
secured by such Lien does not exceed 100% of the fair
market value of such property after giving effect to
such construction or improvement;
(iv) any Lien securing Debt that was incurred for
the purpose of financing all or part of the
manufacturing facility currently under construction
in Kent County, Michigan, provided that (A) any such
Lien shall extend solely to such facility and the
property related thereto and (B) the amount of Debt
secured by such Lien does not exceed an amount equal
to the lesser of $70,000,000 and 100% of the fair
market value of such facility and property after
giving effect to completion of such construction;
(v) any Lien securing Debt of a Subsidiary owing to
the Guarantor;
(vi) Liens resulting from any extension, renewal or
replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Debt
secured by any Lien referred to in clauses (i), (ii),
(iii) and (iv) above so long as (x) the aggregate
principal amount of such Debt shall not exceed the
amount otherwise permitted in clauses (i), (ii),
(iii) or (iv), as relevant, as a result of such
extension, renewal or replacement and (y) Liens
resulting from any such extension, renewal or
replacement shall
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cover only such property which secured the Debt that
is being extended, renewed or replaced;
(vii) Liens on receivables securing Debt of SFSI or
any Subsidiary of SFSI, so long as the obligations of
SFSI or such Subsidiary secured by such Liens are
nonrecourse to the Guarantor or any of its
Subsidiaries other than SFSI or such Subsidiary,
provided that the Guarantor may enter into, and be
liable in respect to, a limited performance guaranty
regarding the accuracy of any customary
representations and warranties made by SFSI or such
Subsidiary in respect of such receivables and the
billing, monitoring and collection functions of SFSI
or such Subsidiary, as servicer, in respect of such
receivables, and provided further that at any time,
the aggregate outstanding amount of Debt of SFSI and
its Subsidiaries that is secured by such receivables
does not exceed $500,000,000; and
(viii) Liens other than Liens permitted in clauses
(i) through (vii) hereof, whether now existing or
hereafter arising, securing Debt in an aggregate
amount not exceeding $75,000,000."
(d) Section 10.2.3. Section 10.2.3 is hereby amended in
its entirety to read as follows:
"10.2.3 Minimum Interest Coverage Ratio. The Guarantor
will not permit the ratio of (A) EBITDA to (B) interest
expense of the Guarantor 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 Guarantor 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."
3. Representations and Warranties. In order to induce
the Lender to enter into this Amendment, each of the Borrower and the Guarantor
hereby represents and warrants to the Lender that:
(a) Power; Authority. It is validly existing in
the jurisdiction in which it has been organized; it has the power and authority
to enter into this Amendment; and this Amendment constitutes its legal, valid
and binding obligations and is enforceable against it in accordance with its
terms.
(b) No Default. After giving effect to this
Amendment, no Event of Default shall have occurred and be continuing.
4. Conditions to Effectiveness. The effectiveness of
this Amendment is expressly conditioned upon: (i) the Borrower delivering to the
Lender this Amendment executed by the Borrower, the Guarantor and the Lender;
and (b) the payment by, or on behalf of, the Borrower to the Lender of an
amendment fee in the amount of $11,463.
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5. Ratification. Each of the Guaranty and, except as
specifically amended hereby, the Loan Agreement shall remain unchanged and
continue in full force and effect and the Borrower and the Guarantor hereby
ratify and confirm the Guaranty and the Loan Agreement, as amended hereby. After
the execution of this Amendment by all parties, any references to the "Loan
Agreement" or the "Agreement" in the Loan Agreement, the Note, the Guaranty, the
Participation Agreement or any other document in connection therewith shall be
to the Loan Agreement, as amended hereby.
6. Miscellaneous.
(a) Successors and Assigns. This Amendment shall be
binding upon and shall be enforceable by the Borrower, the Lender and their
respective permitted successors and assigns; provided that the Borrower shall
have no right to assign or transfer its rights or obligations hereunder without
the prior written consent of the Lender. The terms and provisions of this
Amendment are for the purpose of defining the relative rights and obligations of
Borrower and Lender with respect to the transactions contemplated hereby and
there shall be no third party beneficiaries of any of the terms and provisions
of this Amendment.
(b) Entire Agreement. This Amendment and all documents
referred to herein constitute the entire agreement of the parties hereto with
respect to the subject matter hereof and supersede any prior expressions of
intent or understandings with respect to this Amendment.
(c) Headings. Section 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.
(d) Severability. Wherever possible, each provision of
this Amendment shall be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.
(e) Counterparts. This Amendment may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Amendment.
(f) Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York (including
without limitation Sections 5-1401 and 5-1402 of the New York General
Obligations Law) without giving effect to the principles of conflicts of law.
[signature page follows]
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IN WITNESS WHEREOF, this Third Amendment to Loan Agreement has
been duly executed as of the date first written above.
STEELCASE SAS,
as Borrower
By: /s/ Yvan Stehly
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Name: Stehly Yvan
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Title: President
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STEELCASE INC.,
as Guarantor
By: /s/ Gary P. Malburg
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Name: Gary P. Malburg
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Title: V P & Treasurer
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SOCIETE GENERALE,
as Lender
By: /s/ Eric E.O. Siebert Jr.
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Name: Eric E.O. Siebert Jr.
--------------------------------
Title: Director
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[Third Amendment to Loan Agreement]