EXHIBIT 4.25
Execution Copy
AMENDMENT NO. 1
TO
LEASE RECEIVABLES TRANSFER AGREEMENT
AMENDMENT NO. 1 to LEASE RECEIVABLES TRANSFER AGREEMENT ("Amendment")
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dated as of October 18, 2000 among Steelcase Financial Services Inc., as
Transferor and Servicer (the "Company"), Corporate Asset Funding Company, Inc.
as Conduit Transferee (the "Conduit Transferee"), the financial institutions
from time to time party thereto (individually, a "Committed Transferee" and
collectively, the "Committed Transferees") and Citicorp North America, Inc., as
Agent (in such capacity, the "Agent"). Capitalized terms used in this Amendment,
unless otherwise defined herein, shall have the meanings set forth in the Lease
Receivables Transfer Agreement (as defined below).
Preliminary Statements. (1) The Company, the Conduit Transferee, the
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Committed Transferees and the Agent are parties to a Lease Receivables Transfer
Agreement dated as of October 20, 1999 (as amended, the "Lease Receivables
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Transfer Agreement"); and
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(2) The Company, the Conduit Transferee, the Committed Transferees and
the Agent desire to amend the Lease Receivables Transfer Agreement.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendment to the Lease Receivables Transfer Agreement. Upon
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the satisfaction of the conditions precedent set forth in Section 2 below, the
Lease Receivables Transfer Agreement is hereby amended, effective as of the date
first above written, as follows:
1.01 The defined term "Specified Termination Date" contained in
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Section 1.01 of the Lease Receivables Transfer Agreement is hereby amended to
delete the reference to "October 18, 2000" contained therein and to substitute a
reference to "November 17, 2000" therefor.
SECTION 2. Conditions Precedent. This Amendment shall become effective
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and be deemed effective as of the date first above written when the parties
hereto shall have duly executed six (6) copies of this Amendment.
SECTION 3. Representations and Warranties. Each of the parties hereto
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represents that this Amendment has been duly authorized, executed and delivered
by it pursuant to its corporate powers and constitutes the legal, valid and
binding obligation of such party.
SECTION 4. Confirmation of Lease Receivables Transfer Agreement.
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Except as herein expressly amended, the Lease Receivables Transfer Agreement is
ratified and confirmed in all respects and shall remain in full force and effect
in accordance with its terms. Each
reference in the Lease Receivables Transfer Agreement to "this Agreement" shall
mean the Lease Receivables Transfer Agreement as amended by this Amendment, and
as hereinafter amended or restated.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPALS).
SECTION 6. Execution in Counterparts. This Amendment may be executed
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in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
Amendment. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
STEELCASE FINANCIAL SERVICES INC., as
Transferor and Servicer
By /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: VP & CFO
CITICORP NORTH AMERICA, INC., as Agent
By /s/ X. Xxxxxxx
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Vice President
CORPORATE ASSET FUNDING COMPANY,
INC., as Conduit Transferee
By: Citicorp North America, Inc.,
as Attorney-in-Fact
By /s/ X. Xxxxxxx
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Vice President
Commitment: $200,000,000 CITIBANK, N.A.,
---------- as a Committed Transferee
By /s/ X. Xxxxxxx
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Vice President
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