Exhibit 4.11
STEELCASE INC.
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of November 12, 2001 and entered into by and among STEELCASE INC., a Michigan
corporation (the "Company"), as a Borrower and as the Guarantor, THE FINANCIAL
INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a "Lender" and collectively as "Lenders"), and CITICORP USA, INC.
("CUSA"), as administrative agent for the Lenders hereunder (in such capacity,
the "Administrative Agent"), and is made with reference to that certain Credit
Agreement (Short Term Multicurrency Revolving Credit Facility) dated as of April
5, 2001 (the "Credit Agreement"), by and among the Company, the Lenders, the
Administrative Agent, SG-Chicago Branch, as syndication agent and BNP Paribas,
Bank One, Michigan and Bank of America, N.A., as co-documentation agents.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Company has requested that Lenders amend the Credit
Agreement to amend certain requirements of the Company with respect to
calculations of Net Worth:
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
A. Subsection 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Net Worth" and substituting the following in lieu
thereof:
"`Net Worth' means, at any time, minority interests, preferred stock
---------
and common stock and other equity, as shown on the consolidated
balance sheet of the Company and its Subsidiaries for the then most
recently completed fiscal quarter of the Company; provided that there
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shall be excluded from the calculation of Net Worth (i) any unrealized
gains or losses (net of taxes) on securities available for sale and
(ii) non-recurring non-cash charges attributable to the implementation
of SFAS 142 not in excess of $150,000,000 in the aggregate for any
Fiscal Year."
B. Subsection 5.02(c) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following in lieu thereof:
"Minimum Net Worth. The Company will not permit at any time Net Worth
-----------------
to be less than the difference between (a) the sum of (i) Net Worth as
of February 25, 2000, plus (ii) 25% of Net Income (if a positive
----
number) from
February 25, 2000 to the then most recent Fiscal Year End or Fiscal
Second Quarter End, plus (iii) all Additions to Capital from February
----
25, 2000 to the then most recent Fiscal Year End or Fiscal Second
Quarter End, and (b) $150,000,000."
C. Exhibit F to the Credit Agreement is hereby amended by deleting
said Exhibit F in its entirety and substituting in place thereof a new Exhibit F
in the form of Annex I to this Amendment.
Section 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date on which the
Agent shall notify the Company of satisfaction of such conditions being referred
to herein as the "First Amendment Effective Date"):
A. On or before the First Amendment Effective Date, the Company
shall deliver to Lenders (or to Administrative Agent for Lenders with sufficient
originally executed copies, where appropriate, for each Lender and its counsel)
the following, each, unless otherwise noted, dated the First Amendment Effective
Date:
(i) Signature and incumbency certificates of the officers of the
Company executing this Amendment; and
(ii) Twelve (12) executed copies of this Amendment executed by the
Company.
B. On or before the First Amendment Effective Date, Requisite
Lenders shall deliver to Administrative Agent copies of this Amendment executed
by Requisite Lenders.
Section 3. REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, the Company represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. Corporate Power and Authority. The Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of the Company.
C. No Conflict. The execution and delivery by the Company of this
Amendment and the performance by the Company of the Amended Agreement do not and
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will not (i) violate any provision of any law or any governmental rule or
regulation applicable to the Company or any of its Subsidiaries, the Certificate
or Articles of Incorporation or Bylaws of the Company or any of its Subsidiaries
or any order, judgment or decree of any court or other agency of government
binding on the Company or any of its Subsidiaries, (ii) conflict with, result in
a breach of or constitute (with due notice or lapse of time or both) a default
under any contractual obligation of the Company or any of its Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of the Company or any of its Subsidiaries, or (iv)
require any approval of stockholders or any approval or consent of any Person
under any contractual obligation of the Company or any of its Subsidiaries.
D. Governmental Consents. The execution and delivery by the Company
of this Amendment and the performance by the Company of the Amended Agreement do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
E. Binding Obligation. This Amendment and the Amended Agreement have
been duly executed and delivered by the Company and are the legally valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.
F. Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 4.01 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent previously disclosed in
writing to Administrative Agent and Lenders or such representations and
warranties specifically relate to an earlier date, in which case they were true,
correct and complete in all material respects on and as of such earlier date.
G. Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
Section 4. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.
(i) On and after the First Amendment Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to the "Credit
Agreement", "thereunder", "thereof" or words of like import referring
to the Credit Agreement shall mean and be a reference to the Amended
Agreement.
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(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Administrative Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
B. Fees and Expenses. The Company acknowledges that all costs, fees
and expenses as described in subsection 9.04(a) of the Credit Agreement incurred
by Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Company.
C. Headings. Section and subsection 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 or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 2 hereof) shall become effective upon the execution of a counterpart
hereof by Company and Requisite Lenders and receipt by the Company and the
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
By /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President, Finance
and Treasurer
CITICORP USA, INC., as Administrative
Agent and a Lender
By /s/ Xxxxxxxx Xxxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxxx
Title:
SG-CHICAGO BRANCH, as a Lender
By /s/ Xxxx X.X. Xxxxxxx Xx.
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Name: Xxxx X.X. Xxxxxxx Xx.
Title: Director
BNP PARIBAS, as a Lender
By /s/ Christian Guffroy
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Name: Christian Guffroy
Title:
By /s/ Xxxxxxxxx Xxxx
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Name: Xxxxxxxxx Xxxx
Title:
BANK ONE, MICHIGAN, as a Lender
By /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Vice President
BANK OF AMERICA, N.A., as a Lender
By /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Vice President
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THE NORTHERN TRUST COMPANY, as a
Lender
By /s/ Xxxxx XxXxxxxx
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Name: Xxxxx XxXxxxxx
Title: Second Vice President
CREDIT LYONNAIS, as a Lender
By /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Senior Vice President
CREDIT AGRICOLE INDOSUEZ -
CHICAGO BRANCH, as a Lender
By /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Vice President
Sr. Relationship Manager
By /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
Sr. Relationship Manager
NATEXIS BANQUES POPULAIRES, as a
Lender
By /s/ Xxxxxx X. van Tulder
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Name: Xxxxxx X. van Tulder
Title: Vice President and Manager
Multinational Group
OLD KENT BANK, as a Lender
By /s/ Xxxx X. Xxxxxx XX
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Name: Xxxx X. Xxxxxx XX
Title: Vice President
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ANNEX I
EXHIBIT F
[FORM OF COMPLIANCE CERTIFICATE]
The undersigned certifies that: (i) this Certificate is as of
__________ and pertains to the period from _________ to _________, (ii) the
undersigned has reviewed the terms of that certain Credit Agreement (Short Term
Multicurrency Revolving Credit Facility), dated as of April 5, 2001, among
Steelcase Inc., the Banks named therein, Citicorp USA, Inc., as Administrative
Agent, SG-Chicago Branch, as Syndication Agent and BNP Paribas, Bank One,
Michigan and Bank of America, N.A., as Co-Documentation Agents (as it may be
amended, supplemented, restated or otherwise modified from time to time, the
"Credit Agreement") and has made, or caused to be made under the undersigned's
supervision, a review in reasonable detail of the transactions and condition of
the Company and its Subsidiaries during the period set forth above and (iii)
such review has not disclosed the existence during or at the end of such period,
and the undersigned does not have knowledge of the existences as of the date of
this Certificate, of any condition or event that constitutes an Event of Default
or Potential Event of Default./1/ Capitalized terms used herein shall have the
meanings set forth in the Credit Agreement.
A. Liens
As of the last day of the period covered hereby:
1. Aggregate outstanding amount of Debt of SFSI and
its Subsidiaries that is secured by receivables
permitted under Section 5.02(a)(vii) of Credit
Agreement $-----------
2. Maximum permitted under Section 5.02(a)(vii) of
Credit Agreement $500,000,000
3. Debt secured by Liens permitted under Section
5.02(a)(viii) of Credit Agreement does not
exceed $75,000,000
B. Net Worth
For the Company and its Subsidiaries:
--------------------------
[/1/]If any event or condition that constitutes an Event of Default or Potential
Event of Default exists, the Certificate should include the nature and period of
existence of such event or condition and what action the Company has taken, is
taking and proposes to take with respect thereto.
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1. Net Worth as of February 25, 2000 $__________
2. Net Income (if a positive number) from February
25, 2000 to most recent Fiscal Year End or Fiscal
Second Quarter End $__________
3. 25% of Net Income [ 0.25 * (2)] $__________
4. aggregate net proceeds, including cash and the fair
market value of property other than cash, received
by the Company from the issue or sale of capital
stock of the Company from February 25, 2000 to the
most recent Fiscal Year End or Fiscal Second
Quarter End $__________
5. aggregate of 25% of the after tax gains realized
from unusual, extraordinary, and major
nonrecurring items from February 25, 2000 to
the most recent Fiscal Year End or Fiscal Second
Quarter End $__________
6. Additions to Capital [(4) plus (5)] $__________
7. $150,000,000 adjustment: ($150,000,000)
8. Net Worth $__________
9. Minimum Net Worth required under Credit
Agreement [(1) plus (3) plus (6) less (7)] $__________
C. Maximum Debt Ratio.
For the Company and its Subsidiaries on a consolidated
basis (for each period consisting of the most recently
ended four consecutive fiscal quarters of the Company):
1. indebtedness for borrowed money or for the
deferred purchase price of property or services $__________
(other than trade accounts payable arising in
the ordinary course of business)
2. obligations as lessee under leases which shall have
been or should be, in accordance with GAAP,
recorded as capital leases $__________
Annex-I-2
3. obligations under guarantees in respect of
indebtedness or obligations of others of the
kinds referred to in clauses (1) and (2)
of this Section B $__________
4. Debt [(1) plus (2) plus (3)] $__________
5. consolidated net income plus provision for taxes
(exclusive of extraordinary or non-recurring gains
or losses) $__________
6. interest expense $__________
7. depreciation expense and amortization of intangibles $__________
8. EBITDA [(5) plus (6) plus (7)] $__________
9. Ratio of Debt to EBITDA [(4):(8)] ____:____
10. Maximum Debt Ratio required under Credit Agreement
3.25:1.00
D. Minimum Interest Coverage Ratio
For the Company and its Subsidiaries on a consolidated basis (for each
period consisting of the most recently ended four consecutive fiscal
quarters of the Company)
1. EBITDA [C(8), above] $__________
2. interest expense $__________
3. Interest Coverage Ratio [(1):(2)] ___________
5. Minimum Interest Coverage Ratio 4.50:1.00
STEELCASE INC.
_________________________
Name:
Title:
Annex-I-3
