EXHIBIT 4.15
May 24, 2001
Steelcase Inc.
000 00xx Xxxxxx XX
XX-0X-00
Xxxxx Xxxxxx, XX 4508
Attention: Chief Financial Officer
Dear Sirs:
We refer to the facility agreement dated as of April 5, 2000 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 April
5, 2000 (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 confirm our agreement to amend 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. COVENANTS:
Section 6 of the Guarantee entitled Covenants is amended as follows:
(a) Covenant (b)(iii) is deleted in its entirety and replaced with
the following:
"(b)(iii) annual consolidated financial statements of Steelcase
Financial Services Inc. within 100 days of each fiscal year end
of Steelcase Financial Services Inc.;"
(b) Covenant (c)(i) is amended to change the reference to the date
February 27, 1998 in the three places it appears to the date
February 25, 2000;
(c) Covenant (c)(ii) is amended to change the required ratio of
Funded Debt to EBITDA to not more than 3.25:1 rather than 3:1;
and
(d) Covenant (c)(iii) is amended to change the required ratio of
EBITDA to Interest Expense to not less than 4.5:1 rather than
5:1.
3. CONSENT:
The Guarantor confirms its agreement and consents to all the terms and
conditions of this amending agreement and to the amendments to the
Facility Agreement made by an amending agreement between the Bank and
the Borrower dated the same date hereof.
4. GENERAL:
(a) 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) 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 amending agreement shall be construed in accordance with and
be governed by the laws of the State of New York.
(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 is
the date appearing on the first page 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.
Yours truly,
ROYAL BANK OF CANADA
By: /s/ B. R. Xxxxx
-----------------
Name/Title: B.R. Xxxxx, Senior Manager
By: /s/ X. X. Xxx
----------------
Name/Title: X. X. Xxx
XX ASST MGR, Business Development
2
We acknowledge and accept the terms and conditions of this amending agreement as
of the 23rd day of May, 2001, which acceptance is effective as of the date first
above written.
STEELCASE INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Name/Title: Xxxx X. Xxxxxxx, Vice President, Finance
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and Treasurer
