EXHIBIT 10.01
SIXTH AMENDMENT TO LOAN AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of
August 24, 2005, 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, as further amended
by that certain Second Amendment to Loan Agreement dated as of November 9, 2001,
as further amended by that certain Third Amendment to Loan Agreement dated as of
November 5, 2002, as further amended by that certain Fourth Amendment to Loan
Agreement and Waiver dated as of April 17, 2003 and as further amended by that
certain Fifth Amendment to Loan Agreement dated as of August 7, 2003 (the "Fifth
Amendment") (as such Loan Agreement is further amended hereby and as it may be,
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;
WHEREAS, the Guarantor has entered into a Credit Agreement (the "New
Credit Agreement") dated as of July 26, 2005 with JPMorgan Chase Bank, N.A., as
administrative agent, Bank of America, N.A. and BNP Paribas, as co-syndication
agents, Fifth Third Bank and Societe Generale, as co-documentation agents and
the financial institutions (including the Lender) party thereto; and
WHEREAS, the parties hereto wish to conform the financial covenants in
Section 10.2 of the Loan Agreement with the analogous provisions of the New
Credit Agreement and to make certain other conforming changes.
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 - "Adjusted EBITDA". The definition of
"Adjusted EBITDA" in Section 1 is hereby amended by deleting the definition in
its entirety and replacing such definition with the following:
(i) 'Adjusted EBITDA' means, with respect to the Guarantor and its
consolidated Subsidiaries (including for this purpose any consolidated Owned
Dealer Affiliate, all as determined in accordance with GAAP):
(a) EBITDA,
minus (b) any extraordinary or unusual gains or non-recurring
gains (including any restructuring gains, all such
non-recurring gains to be determined by the Guarantor in a
manner consistent with the Guarantor's consolidated financial
statements for the fiscal year ending February 25, 2005) to
the extent added in computing such EBITDA (or plus any
extraordinary or unusual non-cash losses or charges or
non-recurring non-cash losses or charges (other than any such
non-cash loss or charge to the extent that it represents an
accrual of or reserve for cash expenditures in any future
period), including any non-cash restructuring losses or
charges, all such non-recurring non-cash losses or charges to
be determined by the Guarantor in a manner consistent with the
Guarantor's consolidated financial statements for the fiscal
year ending February 25, 2005) to the extent deducted in
computing such EBITDA),
plus (c) any loss or charge on the sale of the Guarantor's
lease portfolio,
plus (d) any non-cash impairments to fixed assets or goodwill
or other intangible assets to the extent deducted in
computing such EBITDA and such fixed assets or
goodwill or other intangible assets are identified on
the Guarantor's consolidated balance sheet for the
fiscal year ending February 25, 2005,
plus (e) cash charges not to exceed $20,000,000 on the
disposition of the Guarantor's Grand Rapids campus or
otherwise in connection with the consolidation of the
Guarantor's Grand Rapids operations.
Notwithstanding anything herein, in any financial statements of the
Guarantor or in GAAP to the contrary, for purposes of calculating and
determining Adjusted EBITDA for any fiscal quarter of the Guarantor,
any acquisition made by the Guarantor or any of its Subsidiaries,
including through mergers or consolidations and including any related
financing transactions, during the period for which such Adjusted
EBITDA was calculated may, at the Guarantor's option, be deemed to have
occurred on the first day of the relevant period for which such
Adjusted EBITDA was calculated on a pro forma basis acceptable to the
Lender, but without giving effect to any projected synergies resulting
from such acquisition.
(b) Section 1 - "Debt". The definition of "Debt" in
Section 1 is hereby amended by adding the following proviso to the end of such
definition:
; provided that, in the case of the Guarantor or any
of its Subsidiaries, "Debt" shall not include
intercompany indebtedness or obligations (i) of the
Guarantor owing to any of its Subsidiaries, (ii) of
any Subsidiary of the Guarantor owing to the
Guarantor or (iii) of any Subsidiary of the Guarantor
owing to any other Subsidiary of the Guarantor.
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(c) Section 1 - "Subsidiary". The definition of
"Subsidiary" in Section 1 is hereby amended by deleting the last sentence of
such definition in its entirety and replacing it with the following sentence:
Notwithstanding any other provision of this Agreement to the
contrary, except as expressly provided herein, the term
"Subsidiary" or "Subsidiaries" shall exclude the following
entities (each of which is referred to herein as an "Owned
Dealer Affiliate"): (i) each of New Tangram, LLC, Office
Environments of New England, LLC, Texas Xxxxxx Office
Products, LLP, Lincoln Office LLC and Jupiter I, L.L.C. for so
long as (x) in the case of New Tangram, LLC, Lincoln Office
LLC and Jupiter I, L.L.C., such entity retains the
characteristics of an Owned Dealer Affiliate set forth in the
immediately succeeding clause (ii) (unless the Lender
otherwise consents) and (y) in the case of Office Environments
of New England, LLC and Texas Xxxxxx Office Products, LLP,
each such entity retains the characteristics of an Owned
Dealer Affiliate set forth in the immediately succeeding
clauses (ii)(A) and (ii)(B) (unless the Lender otherwise
consents), and (ii) any other entity (A) of which the
Guarantor owns, directly or indirectly, a majority of the
voting interests of such entity or exercises management
control, (B) which was formed or acquired to facilitate the
restructuring, consolidation or sale of an entity that is an
authorized Steelcase dealer, (C) the management of which has
the right to buy out such entity's shares over time and (D)
the financial results of which are not incorporated in the
Guarantor's consolidated financial statements or, if such
entity's financial results are incorporated in the Guarantor's
consolidated financial statements, the net income attributable
to such entity is subtracted from the Guarantor's consolidated
financial results.
(d) Section 1 - "Capital Expenditures" and "Consolidated
Net Worth". Section 1 is hereby further amended by deleting the definitions of
"Capital Expenditures" and "Consolidated Net Worth".
(e) Section 10.1.1 Section 10.1.1 is hereby amended by
deleting clause (vii)(B) in its entirety and inserting the following new clause
(vii)(B):
"(B) Liens on the capital stock of any Subsidiary securing
Debt of the Guarantor or any Subsidiary in favor of JPMorgan
Chase Bank, N.A., as administrative agent (the "Administrative
Agent"), with respect to that certain Credit Agreement dated
as of July 26, 2005 among Guarantor, the financial
institutions party thereto, the Administrative Agent, Bank of
America, N.A. and BNP Paribas, as co-syndication agents and
Fifth Third Bank and Societe Generale, as co-documentation
agents, as the same may be amended, restated supplemented or
modified from time to time; and"
(f) Section 10.2.1. Section 10.2.1 is hereby deleted in
its entirety and replaced with "[Intentionally omitted]".
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(g) Section 10.2.2. Section 10.2.2 is hereby deleted in
its entirety and replaced with the following new Section 10.2.2:
"10.2.2 Maximum Debt Ratio. The Guarantor shall not permit the
ratio (the "Debt Ratio") of (i) Debt of the Guarantor and its
consolidated Subsidiaries (including for this purpose any
consolidated Owned Dealer Affiliate) to (ii) Adjusted EBITDA
to be greater than 3.00 to 1.00 as of the end of each fiscal
quarter of the Guarantor.
The Debt Ratio shall be calculated, upon relevant financial
statements becoming publicly available, as of the last day of
each fiscal quarter of the Guarantor based upon (a) for Debt,
Debt as of the last day of each such fiscal quarter and (b)
for Adjusted EBITDA, the actual amount for the four (4) most
recently completed fiscal quarters."
(h) Section 10.2.3. Section 10.2.3 is hereby deleted in
its entirety and replaced with the following new Section 10.2.3:
"10.2.3 Minimum Interest Coverage Ratio. The Guarantor shall
not permit the ratio (the "Interest Coverage Ratio") of (i)
Adjusted EBITDA to (ii) interest expense of the Guarantor and
its consolidated Subsidiaries (including for this purpose any
consolidated Owned Dealer Affiliate) to be less than 4.00 to
1.00 as of the end of each fiscal quarter of the Guarantor.
The Interest Coverage Ratio shall be calculated, upon relevant
financial statements becoming publicly available, as of the
last day of each fiscal quarter of the Guarantor based upon,
for Adjusted EBITDA and interest expense, the actual amount
for the four (4) most recently completed fiscal quarters;
provided, that to the extent otherwise required or elected
hereunder, the Interest Coverage Ratio shall be calculated,
with respect to any acquisition made by the Guarantor or any
of its Subsidiaries on a pro forma basis acceptable to the
Lender, but without giving effect to any projected synergies
resulting from such acquisition."
(i) Section 12.1.6. Section 12.1.6 is hereby amended to
replace "$25,000,000" with "$35,000,000".
(j) Section 12.1.8. Section 12.1.8(b) is hereby amended
by replacing the reference to "US$5,000,000" with "US$35,000,000".
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.
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(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 the Borrower delivering to the Lender
this Amendment executed by the Borrower, the Guarantor and the Lender.
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
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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 Sixth Amendment to Loan Agreement has been
duly executed as of the date first written above.
STEELCASE SAS,
as Borrower
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President
STEELCASE INC.,
as Guarantor
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: V.P. Finance & Treasurer
SOCIETE GENERALE,
as Lender
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
