Exhibit 4.43
SECURITY AGREEMENT SUPPLEMENT NO. 2
(Steelcase Trust No. 2000-1)
This SECURITY AGREEMENT SUPPLEMENT XX. 0 (Xxxxxxxxx Xxxxx Xx. 0000-0),
dated August 23, 2000 (herein called this "Supplement") between FIRST SECURITY
BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as
Certificate Trustee (herein called the "Borrower"), under the Steelcase Trust
No. 2000-1 and, FIRST SECURITY TRUST COMPANY OF NEVADA, as Administrative Agent
(the "Administrative Agent") and is filed with the Federal Aviation
Administration ("FAA") as a Supplement to the Security Agreement (defined
herein) a counterpart of which was recorded by the FAA on July 17, 2000 and
assigned conveyance number H099652. This Supplement is accepted and agreed to by
STEELCASE INC., a Michigan corporation (the "Lessee"). Capitalized terms used
herein without definition shall have the meanings set forth in Appendix A to the
Participation Agreement as such term is defined in the Security Agreement.
WITNESSETH:
WHEREAS, the Borrower, the Administrative Agent and the Lessee have
entered into that certain Security Agreement (Steelcase Trust No. 2000-1) dated
as of May 26, 2000 (the "Security Agreement") which provides for the execution
and delivery of a supplement thereto substantially in the form hereof, which
shall particularly describe the Aircraft constituting part of the Collateral;
WHEREAS, the Security Agreement relates to the Related Airframe and
Related Engines described below, and a counterpart of the Security Agreement is
attached hereto and made a part hereof and this Supplement, together with such
counterpart of the Security Agreement, is being filed for recordation on the
date hereof with the FAA as one document;
NOW, THEREFORE, Borrower and Lessee hereby convey, grant, assign,
transfer, hypothecate, mortgage and set over to the Administrative Agent for the
benefit of the Secured Parties, a security interest in and lien on all present
and future right, title and interest of Borrower or Lessee, in, to and under the
following (whether now existing or hereafter acquired) but excluding all
Excluded Amounts:
AIRCRAFT
The following Related Airframe identified as follows:
FAA
Registration Manufacturer's
Manufacturer Model Number Serial Number
----------- ----- ------------ --------------
Dassault Falcon 900EX N377C 66
together with all Parts from time to time thereto belonging, owned by the
Borrower or Lessee and installed in or attached to said Airframe.
RELATED ENGINES
The following aircraft engines, each such engine having 750 or more
rated take-off horsepower or the equivalent thereof, whether or not such engines
shall be installed in or attached to its Related Airframe or any other airframe
identified as follows:
Related
Airframe
FAA
Registration Manufacturer's
Number Manufacturer Model Serial Number
------------ ------------ ----- --------------
N377SC AlliedSignal TFE 731-60 P112311
N377SC AlliedSignal TFE 731-60 P112312
N377SC AlliedSignal TFE 731-60 P112313
together with all Parts belonging, by whomsoever manufactured, owned by the
Borrower or Lessee and installed in or attached to said aircraft engines.
Together with all substitutions, renewals and replacements of and
additions, improvements, accessions and accumulations to the property above
described for which title vests in the Borrower or Lessee under the Operative
Documents.
As further security for the obligations referred to above and secured
by the Security Agreement and hereby, the Borrower and the Lessee hereby confirm
that the Lien of the Security Agreement over the Collateral includes the Lease
Supplement dated the date hereof and executed by the Lessee covering the
property described above and all right, title and interest, now existing or
hereafter acquired of the Borrower in and to that certain Purchase Agreement
Assignment dated the date hereof and executed by the Lessee, Borrower and
Dassault Falcon Jet Corp.
TO HAVE AND TO HOLD all and singular the aforesaid property unto the
Administrative Agent, its successors and assigns, for the security and benefit
of the Lenders and
the Certificate Holders from time to time, and for the uses and purposes and
subject to the terms and provisions set forth in the Security Agreement.
This Supplement shall be construed as supplemental to the Security
Agreement and shall form a part of it, and the Security Agreement is hereby
incorporated by reference herein and is hereby ratified, approved and confirmed.
This Supplement may be executed in any number of counterparts, each
executed counterpart constituting an original but all together one and the same
instrument.
AND, FURTHER, the Borrower hereby acknowledges that the delivered
Assets referred to in this Supplement and the aforesaid Lease Supplement have
been delivered to the Borrower and are included in the property of the Borrower
covered by all the terms and conditions of the Trust Agreement, subject to the
pledge and mortgage thereof under the Security Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK].
IN WITNESS WHEREOF, the parties thereto have caused this Supplement to
be duly executed by one of their respective officers, thereunto duly authorized,
on the day and year first above written.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not individually, but solely
as the Certificate Trustee under
Steelcase Trust No. 2000-1
By: /s/ Xxx X. Xxxxx
--------------------------------------
Name: Xxx X. Xxxxx
Title: Vice President
FIRST SECURITY TRUST COMPANY OF NEVADA,
as the Administrative Agent for the
Lenders and the Certificate Holders
By: /s/ Xxx X. Xxxxx
--------------------------------------
Name: Xxx X. Xxxxx
Title: Trust Officer
Accepted and Agreed to:
STEELCASE INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: VP - Finance and Treasurer
