EXHIBIT 4.35
October 3, 2002
Steelcase Financial Services Ltd.
0 Xxxxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Chief Financial Officer
Dear Sirs:
We refer to the facility agreement dated as of May 24, 2001 between Royal Bank
of Canada (the "Bank") and Steelcase Financial Services Ltd. (the "Borrower"),
as borrower, as amended by an amending letter agreement dated November 9, 2001,
(collectively, the "Facility Agreement") and to the Guarantee dated as of May
24, 2001, as 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 Facility
Agreement, 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.
2. MARGIN:
Section 7 of the Facility Agreement entitled Margin is deleted and replaced
with the following: "The margin applicable to the Borrowing (the
"Applicable Margin"), expressed in basis points, is 65 basis points."
3. FACILITY FEE:
A new Section 7.1 entitled Facility Fee is added to the Facility Agreement
providing as follows:
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"Effective for the period from and after October 3, 2002 until the Maturity
Date, the Borrower shall pay to the Bank quarterly in arrears a
non-refundable facility fee, calculated on a daily basis on the outstanding
principal balance of the Borrowing from time to time as set out in Schedule
"B", on the basis of the actual number of days elapsed and a year of 365
days, the first payment to be calculated from and including October 3, 2002
to, but excluding, the December 2, 2002 Payment Date, the second payment to
be calculated for the period from and including the December 2, 2002
Payment Date to, but excluding, the March 3, 2003 Payment Date, and,
thereafter, in the same manner on a quarterly basis, from and including the
Payment Date immediately following the last day of the immediately
preceding calculation period to, but excluding, the third Payment Date next
following the Payment Date upon which the applicable calculation period
commenced, until the Maturity Date. Each payment of the facility fee shall
be payable within 3 Business Days of receipt by the Company after the
expiry of the applicable calculation period of a written notice from the
Bank setting out the amount owing and the method of calculation.
The facility fee shall be calculated as the rate (the "Applicable Rate"),
expressed in basis points, set out, from time to time, in the following
matrix for the level of credit ratings assigned by Xxxxx'x Investor
Service, Inc., or any successor thereto, (herein "Moody's") and Standard &
Poor's Ratings Group, a division of The XxXxxx-Xxxx Companies, or any
successor thereto, (herein "S & P") to the Guarantor's senior unsecured
long term debt obligations, provided that in the event of a disparity
between the levels of the credit ratings of Moody's and S & P, the
Applicable Rate will be determined based on the rate set out for the level
immediately higher than the level for the lesser of the credit ratings of
Moody's or S & P. Each increase or decrease in the Applicable Rate shall be
effective concurrent with the announcement by Moody's or S & P, as the case
may be, of such change to the Moody's and/or S & P's credit rating giving
rise to such increase or decrease in the Applicable Rate as determined
under the matrix.
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S & P/ S & P/ S & P/ S & P/ S & P/ S & P/
Moody's Moody's Moody's Moody's Moody's Moody's
A-/A3 BBB+/Baa1 BBB/Baa2 BBB-/Baa3 BB+/Ba1 BB/Ba2
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Applicable 25 basis 50 basis 75 basis 130 basis 220 basis 325 basis
Rate points points points points points points
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The Borrower agrees to provide to the Bank, promptly after the Borrower
obtains knowledge of any change in the rating established for the Guarantor
by S & P or Moody's, as applicable, a written notice of such change, which
notice shall specify the new rating, the date on which such change was
publicly announced and such other information with respect to such change
as the Bank may reasonably request."
4. RESTRUCTURE FEE:
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A restructure fee of $8,522.00 is payable by the Borrower upon acceptance
of this amending agreement. This fee is non-refundable and is deemed to be
earned by the Bank upon acceptance of this amending agreement, to
compensate for time, effort and expense incurred by the Bank in approving
the amendments to the Credit Facility provided for herein.
5. EVENT OF DEFAULT:
Section 18 of the Facility Agreement entitled Events of Default is amended
by adding to Event of Default (d) after the words "April 2000 Facility
Agreement" the following: "as amended by amending letter agreements dated
May 24, 2001, November 9, 2001 and October 3, 2002".
6. SCHEDULE "D"
The reference to the "Minimum Interest Expense to EBIDTA Ratio 4.5:1" in
Schedule "D" to the Facility Agreement is hereby deleted in its entirety.
7. CONSENT:
The Borrower confirms its agreement with 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 (the "Guarantee Amendment").
8. 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 Guarantee Amendment; 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 the Guarantee
Amendment 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.
9. 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.
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(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.
(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. 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.
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
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We acknowledge and accept the terms and conditions of this amending agreement as
of the day of October, 2002.
STEELCASE FINANCIAL SERVICES LTD.
By: /s/ Xxxx X. Xxxxxxx
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Name/Title: Xxxx X. Xxxxxxx / President
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