EXHIBIT 4.19
November 9, 2001
Steelcase Inc.
000 00xx Xxxxxx XX
XX-00-00
Xxxxx Xxxxxx, XX 4508
Attention: Chief Financial Officer
Steelcase Financial Services Ltd.
0 Xxxxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx
X0X OT3
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, (the "Facilities Agreement") and to the Guarantee dated as of May
24, 2001 (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 Facilities Agreement. We hereby confirm our agreement, and each of you
hereby agrees, to amend the Facilities Agreement and the Guarantee, 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 Facilities Agreement and the Guarantee.
2. AMENDMENTS:
(a) The definition of "Shareholders' Equity" in the Facilities
Agreement is deleted in its entirety and replaced with the
following:
""Shareholders' Equity" means the aggregate of stated capital,
retained earnings and Subordinated Debt; provided that there
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shall be excluded from the calculation of Shareholders' Equity
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) Covenant (c)(i) of Section 6 of the Guarantee is deleted in
its entirety and replaced with the following:
(c)
"(i) its Shareholders' Equity as at the end of each fiscal
quarter in an amount not less than the difference between (a)
the sum of (i) the Shareholders' Equity 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) $1,500,000,000;"
3. CONSENT:
Each of the Borrower and the Guarantor confirms its agreement and
consents to all the terms and conditions of this amending agreement.
4. GENERAL:
(a) Each of the Borrower and the Guarantor 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.
(b) Each of the Facilities Agreement and the Guarantee, as amended
hereby, is hereby ratified and confirmed and remains in full
force and effect, binding upon the parties in accordance with
their respective terms.
(c) This amendment shall be construed in accordance with and
governed by the laws of Ontario, insofar as it relates to the
amendment of the Facilities Agreement, and the laws of New
York, insofar as it relates to the amendment of the Guarantee.
(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.
(e) The date on which this amending agreement becomes effective as
the date appearing on the first page hereof.
2
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.
Yours truly,
ROYAL BANK OF CANADA
By: /s/ B. R. Xxxxx
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Name/Title: B. R. Xxxxx, Sr. Account Manager
By: /s/ Xxxx Xxxx
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Name/Title: XXXX XXXX
Sr. Acc. Mgr.
We acknowledge and accept the terms and conditions of this amending agreement as
of the 9th day of November, 2001, which acceptance is effective as of the date
first above written.
STEEL CASE INC.
By: /s/ Xxxx X. Xxxxxxx
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Name/Title: XXXX X. XXXXXXX
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VICE PRESIDENT & TREASURER
STEELCASE FINANCIAL SERVICES LTD.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name/Title: Xxxxxx X. Xxxxxxxx
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VP & CFO
