EXHIBIT 4.34
October 3, 2002
Steelcase Inc.
000 00/xx/ Xxxxxx XX
XX-0X-00
Xxxxx Xxxxxx, XX 4508
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, as amended by an amending letter agreement dated May 24, 2001, and
as further amended by an amending letter agreement dated November 9, 2001,
(collectively, the "Facility Agreement") and to the Guarantee dated as of April
5, 2000, as amended by an amending letter agreement dated May 24, 2001, and as
further amended by an amending letter agreement dated November 9, 2001,
(collectively, 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 Facility Agreement. We confirm our agreement to amend the Guarantee,
upon and 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 Facility Agreement and the Guarantee.
2. COVENANTS:
Subparagraph (c)(iii) of Section 6 Covenants of the Guarantee is deleted
and the following inserted therefor:
"its ratio of EBITDA to Interest Expense for the four fiscal quarters
ending on the 22/nd/ day of November, 2002, at not less than 3.0:1, for
the four fiscal quarters ending on the 28/th/ day of February, 2003, at
not less than 3.5:1, for the four fiscal quarters ending on the 30/th/
day of May, 2003 at not less than 4.0:1 and for the four fiscal quarters
ending on the last day of each subsequent fiscal quarter at not less than
4.5:1;"
-2-
3. CONSENT:
The Guarantor confirms its agreement with and consents to all the terms
and conditions of this amending agreement and to the amendments to the
Facility Agreement made by an amending agreement between the Bank and the
Borrower dated the same date hereof (the "Facility Amending Agreement").
4. CONDITIONS:
This agreement is conditional upon the receipt by the Bank, in form and
substance satisfactory to the Bank:
(a) prior to the effectiveness hereof, of duly executed copies of this
amending agreement and the Facility Amending Agreement; and
(b) subsequent to the effectiveness hereof, of such certificates and
resolutions of the Borrower as the Bank may reasonably require and
legal opinions of counsel to the Guarantor in respect of this
amending agreement substantially in the form of Exhibits E-1 and
E-2 of the Facility Agreement, within 22 days of the date of this
amending agreement.
5. GENERAL:
(a) The Guarantor 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 Guarantee, as amended hereby, is hereby ratified and confirmed
and remains in full force and effect, binding upon the parties in
accordance with their respective terms.
(c) This amending agreement shall be construed in accordance with and
be governed by the laws of the State of New York.
(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. This amending agreement may be delivered, and be
binding on the party so delivering, upon the provision of
telefaxed execution pages. The party delivering such telefaxed
execution pages shall as soon as possible thereafter (and in any
event within 5 days) deliver to other party an originally executed
copy.
(e) The date on which this amending agreement becomes effective is the
date of acceptance hereof.
-3-
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 by no later than October 17, 2002, failing which this agreement
shall be null and void and without effect.
Yours truly,
ROYAL BANK OF CANADA
By: /s/ B R Xxxxx
-------------------
Name/Title: Xxxxx Xxxxx
Senior Manager
-4-
We acknowledge and accept the terms and conditions of this amending agreement as
of the day of October, 2002.
STEELCASE INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Name/Title: Xxxx X. Xxxxxxx / V.P. Treasurer
----------------------------------
