EXHIBIT 4.42
STEELCASE INC.
LIMITED WAIVER
REGARDING LONG TERM CREDIT AGREEMENT
This LIMITED WAIVER REGARDING LONG TERM CREDIT AGREEMENT (this
"WAIVER") is dated as of April 2, 2003, and entered into by and among STEELCASE
INC., a Michigan corporation ("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 Lenders hereunder
(in such capacity, "ADMINISTRATIVE AGENT"), and is made with reference to that
certain Credit Agreement (Long Term Multicurrency Revolving Credit Facility)
dated as of April 5, 2001 (as amended by that certain First Amendment to Credit
Agreement dated as of November 9, 2001 and that certain Second Amendment to
Credit Agreement dated as of October 3, 2002 and as such agreement may hereafter
be amended, restated, supplemented or modified from time to time, the "CREDIT
AGREEMENT"), by and among Company, Lenders, Administrative Agent, SG-Chicago
Branch, as syndication agent and BNP Paribas, Bank One, NA (successor to 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, Company has advised Lenders and Administrative Agent
that recently corrected quarterly financial statements of Company indicate that
the Net Worth of Company as of the end of its fiscal quarter ending November 22,
2002 was less than the Net Worth required to be maintained by Company as of such
date under subsection 5.02(c) of the Credit Agreement;
WHEREAS, Company has requested that Requisite Lenders waive
any Event of Default that exists as a result of Company's failure to observe
subsection 5.02(c) as of the end of its fiscal quarter ending November 22, 2002
and waive compliance with subsection 5.02(c) for the period from November 23,
2002 through June 30, 2003;
WHEREAS, Requisite Lenders have agreed to waive Company's
compliance with subsection 5.02(c) of the Credit Agreement for the period from
November 23, 2002 through June 30, 2003, subject to the terms and conditions set
forth below;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. WAIVER
Subject to the terms and conditions set forth herein and in reliance on the
representations and warranties of Company herein contained, Requisite Lenders
hereby waive any Event of Default that exists as a result of Company's failure
to observe subsection 5.02(c) as of the end of its fiscal quarter ending
November 22, 2002 and waive for the period from
November 23, 2002 through June 30, 2003 (the "WAIVER PERIOD"), compliance with
the provisions of subsection 5.02(c) of the Credit Agreement.
SECTION 2. LIMITATION OF WAIVER
Without limiting the generality of the provisions of
subsection 9.01 of the Credit Agreement, the waiver set forth in Section 1 above
shall be limited precisely as written and relates solely to the failure of
Company to observe subsection 5.02(c) of the Credit Agreement in the manner and
to the extent described above, and nothing in this Waiver shall be deemed to:
(a) constitute a waiver of compliance by Company with respect
to (i) subsection 5.02(c) of the Credit Agreement in any other instance
or after the end of the Waiver Period or (ii) any other term, provision
or condition of the Credit Agreement or any other instrument or
agreement referred to therein; or
(b) prejudice any right or remedy that Administrative Agent or
any Lender may now have (except to the extent such right or remedy was
based upon existing defaults that will not exist after giving effect to
this Waiver) or may have in the future under or in connection with the
Credit Agreement or any other instrument or agreement referred to
therein.
Except as expressly set forth herein, the terms, provisions
and conditions of the Credit Agreement and the other Loan Documents shall remain
in full force and effect and in all other respects are hereby ratified and
confirmed.
SECTION 3. CONDITIONS TO EFFECTIVENESS
Sections 1 and 2 of this Waiver shall become effective upon
the satisfaction of all of the following conditions precedent (the date on which
Administrative Agent shall notify Company of satisfaction of such conditions
being referred to herein as the "WAIVER CLOSING DATE"):
(a) On or before the Waiver Closing Date, Company shall
deliver to Administrative Agent for Lenders a counterpart hereof
executed by Company.
(b) On or before the Waiver Closing Date, Lenders constituting
Requisite Lenders shall deliver to Administrative Agent counterparts
hereof executed by Requisite Lenders.
(c) On or before the Waiver Closing Date, Company shall pay to
each Lender that consents to this Waiver on or before the Waiver
Closing Date, a fee equal to 0.05% of such Lender's Commitment.
SECTION 4. REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Waiver, Company
hereby represents and warrants that after giving effect to this Waiver:
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(a) as of the date hereof, there would exist no Event of
Default or Potential Event of Default under the Credit Agreement;
(b) all representations and warranties contained in the Credit
Agreement and the other Loan Documents would be true, correct and
complete in all material respects on and as of the date hereof except
to the extent 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; and
(c) as of the date hereof, Company would have performed all
agreements to be performed on its part as set forth in the Credit
Agreement.
SECTION 5. COUNTERPARTS; EFFECTIVENESS
This Waiver 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 Waiver (other than the provisions of Sections 1 and 2 hereof, the
effectiveness of which is governed by Section 3 hereof) shall become effective
as of the date hereof upon the execution of counterparts hereof by Company and
by Lenders constituting Requisite Lenders and receipt by Company and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.
SECTION 6. GOVERNING LAW
THIS WAIVER 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.
SECTION 7. FEES AND EXPENSES
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 Waiver and the
documents and transactions contemplated hereby shall be for the account of
Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
STEELCASE INC., a Michigan corporation, as a
Borrower and Guarantor
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Finance and Treasurer
S-1
CITICORP USA, INC., as Administrative Agent
and a Lender
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
S-2
SOCIETE GENERALE, as a Lender
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
S-3
BNP PARIBAS, as a Lender
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title:
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title:
S-4
BANK ONE, NA, successor to Bank One, Michigan,
as a Lender
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Authorized Officer
S-5
BANK OF AMERICA, N.A., as a Lender
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
S-6
THE NORTHERN TRUST COMPANY, as a Lender
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
S-7
CREDIT LYONNAIS, as a Lender
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
S-8
CCF HSBC
STRASBOURG BRANCH, as a Lender
By /s/ ▇▇▇▇▇▇▇ CALARESU
---------------------------------
Name: ▇▇▇▇▇▇▇ Calaresu
Title: Branch Manager
By /s/ GEORGES BRIFFANT
---------------------------------
Name: Georges Briffant
Title: Vice Manager Branch
S-9
NATEXIS BANQUES POPULAIRES, as a Lender
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇ ▇. VAN TULDER
---------------------------------
Name: ▇▇▇▇▇▇ ▇. van Tulder
Title: Vice President & Manager Multinational
Group
S-10
FIFTH THIRD BANK (WESTERN MICHIGAN), formerly
Old Kent Bank, as a Lender
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, III
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, III
Title: Vice President
S-11
BECM, as a Lender
By
---------------------------------
Name:
Title:
S-12
