EXHIBIT 4.13
May 24, 2001
Steelcase Financial Services Ltd.
0 Xxxxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X OT3
Attention: Chief Financial Officer
Dear Sirs:
We refer to the facility agreement dated as of April 5, 2000 between Royal Bank
of Canada (the "Bank") and Steelcase Financial Services Ltd. (the "Borrower"),
as borrower, (the "Facilities Agreement") and to the Guarantee dated as of April
5, 2000 (the "Guarantee") made by Steelcase Inc. (the "Guarantor") for the
benefit of the Bank relating to the indebtedness of the Borrower to the Bank
under the Facilities Agreement. We confirm our agreement to amend the Facilities
Agreement, subject to the following terms and conditions.
1. DEFINITIONS:
Capitalized terms used and not defined herein have the meanings ascribed to
such terms in the Facilities Agreement.
2. PAYMENT ADJUSTMENT:
Section 7 of the Facilities Agreement entitled Payment Adjustment is
amended to add the following provisions thereto:
"(c) If the ratio of the Guarantor's Funded Debt to EBITDA becomes greater
than 2.75 to 1.0, as evidenced by the Guarantor's quarterly financial
statements delivered by the Guarantor in accordance with the
Guarantee, then, in addition to the rights granted to the Bank
pursuant to Section 7(a) above, the Bank may calculate the present
value of all the then remaining lease payments (excluding taxes) owing
to the Borrower by the lessees pursuant to the Leases using (i) the
Discount Rate + 0.15%, and (ii) the Discount Rate + 0.50%. Following
any such calculation, the Bank may deliver a written notice to the
Borrower requiring that the Borrower pay the Bank an amount equal to
the difference obtained when the present value as calculated in (i)
above is deducted from the present value as calculated in (ii) above.
Any such requirement given by the Bank shall be accompanied by the
Bank's supporting calculations, which shall constitute prima facie
evidence of the amount required to be paid, payment shall be
made within 5 Business Days of receipt of such written requirement for
payment.
(d) If following a payment made pursuant to subsection 7(c) above, the
ratio of the Guarantor's Funded Debt to EBITDA becomes less than or
equal to 2.75 to 1.0 as evidenced by the Guarantor's quarterly
financial statements delivered by the Guarantor in accordance with the
Guarantee, then, in addition to the rights granted to the Borrower
pursuant to Section 7(b) above, the Borrower may calculate the present
value of all the then remaining lease payments (excluding taxes) owing
to the Borrower by the lessees pursuant to the Leases using (i) the
Discount Rate + 0.15%, and (ii) the Discount Rate + 0.50%. Following
any such calculation, the Borrower may deliver a written notice to the
Bank requiring that the Bank advance a Borrowing at the rate,
amortization and other terms described herein to the Borrower of an
amount equal to the difference obtained when the present value as
calculated in (i) above is deducted from the present value as
calculated in (ii) above. Any such requirement given by the Borrower
shall be accompanied by the Borrower's supporting calculations, which
shall constitute prima facie evidence of the amount required to be
paid. Payment shall be made within five Business Days of receipt of
such written requirement for payment.
The calculation of the ratio of Funded Debt to EBITDA shall in all
instances be calculated for a period of four consecutive fiscal quarters."
3. COVENANTS:
Section 17 of the Facilities Agreement entitled Covenants is amended to add
the following provisions thereto:
"(f) not to, without the prior written consent of the Bank, (i) sell,
transfer, convey or otherwise dispose of the Leases or any rights or
interest of the Borrower therein, save and except on a lease by lease
basis in connection with the Borrower's ongoing administration and
management of the Leases in the ordinary course of business or (ii)
grant, create, assume or suffer to exist any mortgage, charge, lien,
pledge, security interest or other encumbrance affecting the Leases or
any rights or interest of the Borrower therein;"
4. EVENTS OF DEFAULT:
Section 18 of the Facilities Agreement entitled Events of Default is
amended as follows:
(a) to delete Event of Default (b) thereof and to substitute therefor the
following:
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"(b) the Borrower shall fail to perform or observe (i) any term,
covenant or agreement contained in this Agreement (other than any
term, covenant or agreement contained in section 17(a), 17(b),
17(e) or 17(f) on its part to be performed or observed and the
failure to perform or observe such term, covenant or agreement
shall remain unremedied for 30 days after the Borrower obtains
knowledge of such breach or (ii) any term, covenant or agreement
contained in Section 17(a), 17(b), 17(e) or 17(f);"
(b) to add the words "of the Borrower or Guarantor, as the case may be,"
to Event of Default (i) after subparagraph (iv) thereof and
immediately before the words "and in the case of any involuntary
proceeding"; and
(c) to add a new Event of Default (1) as follows:
"(l) an Event of Default occurs under the facility agreement between
the Borrower and the Bank dated May 24, 2001 or a breach or
default occurs and is continuing after the giving of any required
notice and passage of any applicable grace period under any other
agreement between the Borrower or the Guarantor and the Bank;"
5. SCHEDULE "D":
The reference to the date February 27, 1998 in the four places it appears
in section 3 of the officer's certificate set forth as Schedule "D" to the
Facility Agreement is amended to refer to the date February 25, 2000, to
correspond to an amendment being made to the Guarantee by an amending
agreement between the Bank and the Guarantor dated the same date hereof;
6. CONSENT:
The Borrower confirms its agreement and consents to all the terms and
conditions of this amending agreement and to the amendments to the
Guarantee made by an amending agreement between the Bank and the Guarantor
dated the same date hereof.
7. GENERAL:
(a) The Borrower agrees to take such action and execute and deliver such
further documents as shall be reasonably required by the Bank in order
to give effect to and carry out the intentions of this amending
agreement.
(b) The Facility Agreement, as amended hereby, is hereby ratified and
confirmed and remains in full force and effect, binding upon the
parties in accordance with its terms.
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(c) This amending agreement shall be construed in accordance with and be
governed by the laws of the Province of Ontario and of Canada
applicable therein.
(d) This amending agreement may be executed and delivered in counterparts,
each of which when executed and delivered is an original, but both of
which together constitute one and the same agreement.
(e) The date on which this amending agreement becomes effective is the
date appearing on the first page hereof.
Please acknowledge your acceptance of the above terms and conditions by signing
the attached copy of this letter in the space provided below and returning it to
the undersigned.
Yours truly,
ROYAL BANK OF CANADA
By: /s/ B.R. Xxxxx
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Name/Title: B.R. Xxxxx, Senior Manager
By: /s/ X.X. Xxx
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Name/Title: SR Asst. Mgr, Business Development
X.X. Xxx
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We acknowledge and accept the terms and conditions of this amending agreement as
of the 23rd of May, 2001, which acceptance is effective as of the date first
above written.
STEELCASE FINANCIAL SERVICES LTD.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name/Title: Xxxxxx X. Xxxxxxxx, Vice President
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