EXHIBIT 4.23
EXECUTION COPY
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as
---------
of November 12, 2001, is by and among Steelcase SAS, a Societe par Actions
Simplifiee organized and existing under the laws of the Republic of France (the
"Borrower"), Steelcase Inc., a Michigan corporation (the "Guarantor"), and
-------- ---------
Societe Generale, a bank organized and existing under the laws of the Republic
of France, acting through its Chicago Branch (the "Lender").
------
WHEREAS, the Borrower, the Guarantor and the Lender are parties to
that certain Loan Agreement dated as of April 9, 1999, as amended by that
certain First Amendment to Loan Agreement dated as of June 15, 2001 (as further
amended hereby and from time to time hereafter amended, restated, supplemented
or otherwise modified and in effect, the "Loan Agreement"), pursuant to which
--------------
the Lender has made certain loans to the Borrower; and
WHEREAS, the Borrower and the Guarantor have requested that the Lender
amend certain provisions of the Loan Agreement, and the Lender is willing to so
amend the Loan Agreement pursuant to the terms and conditions set forth in this
Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used but not defined herein
-------------
shall have the meanings ascribed to such terms in the Loan Agreement.
2. Amendment of Loan Agreement. The Loan Agreement is hereby amended
---------------------------
as follows:
(a) Section 1.51. Section 1.51 is hereby deleted in its entirety
------------
and the following is substituted in lieu thereof:
"1.51 '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 Guarantor and its
Subsidiaries for the then most recently completed fiscal quarter
of the Guarantor; provided that there 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) Section 10.2.1. Section 10.2.1 is hereby deleted in its
--------------
entirety and the following is substituted in lieu thereof:
"10.2.1 Minimum Net Worth. The Guarantor 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."
3. Representations and Warranties. In order to induce the Lender to
------------------------------
enter into this Amendment, each of the Borrower and the hereby represents and
warrants to the Lender that:
(a) Power; Authority. It is validly existing in the jurisdiction
----------------
in which it has been organized; it has the power and authority to enter into
this Amendment; and this Amendment constitutes its legal, valid and binding
obligations and is enforceable against it in accordance with its terms.
(b) No Default. After giving effect to this Amendment, no Event
----------
of Default shall have occurred and be continuing.
4. Ratification. Each of the Guaranty and, except as specifically
------------
amended hereby, the Loan Agreement shall remain unchanged and continue in full
force and effect and the Borrower and the Guarantor hereby ratify and confirm
such Loan Agreement. After the execution of this Amendment by all parties, any
references to the "Loan Agreement" or the "Agreement" in the Loan Agreement, the
Note, the Guaranty, the Participation Agreement or any other document in
connection therewith shall be to the Loan Agreement, as amended hereby.
5. Miscellaneous.
-------------
(a) Successors and Assigns. This Amendment shall be binding upon
----------------------
and shall be enforceable by the Borrower, the Lender and their respective
permitted successors and assigns; provided that the Borrower shall have no right
to assign or transfer its rights or obligations hereunder without the prior
written consent of the Lender. The terms and provisions of this Amendment are
for the purpose of defining the relative rights and obligations of Borrower and
Lender with respect to the transactions contemplated hereby and there shall be
no third party beneficiaries of any of the terms and provisions of this
Amendment.
(b) Entire Agreement. This Amendment and all documents referred
----------------
to herein constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and supersede any prior expressions of intent or
understandings with respect to this Amendment.
(d) Headings. Section 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.
(e) Severability. Wherever possible, each provision of this
------------
Amendment shall be interpreted in such a manner as to be effective and valid
under applicable
-2-
law, but if any provision of this Amendment shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Amendment.
(g) Counterparts. This Amendment may be executed in any number
-------------
of separate counterparts, each of which shall collectively and separately
constitute one agreement. Delivery of an executed counterpart of a signature
page to this Amendment by telecopy shall be effective as delivery of a manually
executed counterpart of this Amendment.
[signature page follows]
-3-
IN WITNESS WHEREOF, this Second Amendment to Loan Agreement has been
duly executed as of the date first written above.
STEELCASE SAS,
as Borrower
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxx
---------------------------------
Title: President
---------------------------------
STEELCASE INC.,
as Guarantor
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
---------------------------------
Title: Vice President & Treasurer
---------------------------------
SOCIETE GENERALE,
as Lender
By: /s/ II -
---------------------------------
Name: Xxxx X.X.Xxxxxxx Xx.
---------------------------------
Title: Director
---------------------------------
[Second Amendment to Loan Agreement]
