EXHIBIT 4.29
EXECUTION VERSION
OMNIBUS AMENDMENT NO. 1
(Lease Receivables Transfer Facility)
This OMNIBUS Amendment NO. 1 (this "Amendment") is entered into as of
November 15, 2001 by and among STEELCASE INC., a Michigan corporation (the
"Guarantor"), as guarantor, STEELCASE FINANCIAL SERVICES INC., a Michigan
corporation (the "Transferor"), as transferor and initial servicer, CORPORATE
ASSET FUNDING COMPANY, INC., a Delaware corporation (the "Conduit Transferee"),
as conduit transferee, CITIBANK N.A. (the "Committed Transferee") as committed
transferee, and CITICORP NORTH AMERICA, INC., a Delaware corporation (the
"Agent"), as agent, and is made with reference to that certain Lease Receivables
Transfer Agreement dated as of October 20, 1999 (as amended prior to the date
hereof, the "Transfer Agreement") among the Transferor, the Conduit Transferee,
the Committed Transferee and the Agent. Capitalized terms used, but not
otherwise defined herein, shall have the respective meanings ascribed to such
terms in the Transfer Agreement.
WHEREAS, upon and subject to the terms and conditions of the Transfer
Agreement, the Transferees may make Advances to the Transferor;
WHEREAS, upon and subject to the terms of the Parent Performance
Guaranty, the Guarantor has undertaken and agreed, among other items, to cause
the due and punctual performance and observance by the Transferor of all of the
agreements and undertakings on the part of the Transferor to be performed or
observed under the Transfer Agreement and the other Facility Documents in
accordance with the terms thereof;
WHEREAS, the parties hereto desire to cancel the Note and to amend the
Transfer Agreement and the Parent Performance Guaranty to clarify that the
principal amount of each Advance, together with certain interest and fees
payable with respect thereto pursuant to Section 2.03 of the Transfer Agreement,
shall be payable solely from Collections of Lease Receivables in accordance with
the settlement procedures described in Section 2.04 of the Transfer Agreement
and not by recourse to the Transferor or the Guarantor;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties agree as follows:
Section 1. Cancellation of Note. Without affecting the obligations of the
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Transferor under the Transfer Agreement and other Facility Documents and without
constituting a novation of the outstanding Advances, the Note is hereby
cancelled and of no further force or effect. The Agent shall xxxx the note as
cancelled and promptly return the Note to the Transferor.
Section 2. Amendments to Transfer Agreement. The Transfer Agreement is hereby
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amended as follows:
(a) Subpart (xii)(P) of the definition of "Eligible Lease Receivable" in
Section 1.01 is amended to add at the beginning thereof the phrase "which
is owned by, or on behalf of the Transferees or."
(b) The definition of "Note" in Section 1.01 is deleted and replaced with
the following phrase:
"Note" means [Intentionally Omitted].
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(c) The definition of "Obligations" in Section 1.01 is amended to add the
phrase "but subject to Section 2.02(c)" after the phrase "and shall
include, without limitation," beginning in line 4 thereof.
(d) The definition of "Other Fees" in Section 1.01 is amended to add
"2.09," after "2.08" and before "8.01" in the second line thereof.
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(e) Section 2.02(b) is deleted in its entirety and replaced with the
following:
"(b) Each Advance shall be evidenced in the accounts maintained by
the Agent in accordance with its usual practices and, absent
manifest error, the entries made in such accounts shall be
presumptively correct. The Agent shall record in such accounts the
date and amount of each Advance, the amount of interest due and
payable in respect thereof and all Collections or other amounts
applied in respect of such Advance in accordance with Section
2.04(b) hereof."
(f) Section 2.02(c) is amended to add the following new sentences at the
end thereof:
"The Transferees hereby acknowledge and agree that the principal
amount of each Advance, Interest in respect thereof and Program
Fees, Liquidity Fees and Other Fees are payable solely from
Collections in accordance with the settlement procedures set forth
in Section 2.04 hereof and that neither the Transferor nor the
Parent shall have any personal liability for the payment thereof
except to the extent set forth in the proviso to Section 2.3(a) and
for the reimbursement or indemnification obligations of the
Transferor in Sections 2.06 (increased yield costs), 2.07 (increased
capital), 2.08 (taxes), 2.09 (Eurocurrency reserves), 8.01
(indemnification) and 10.06 (costs and expenses) hereof."
(g) Subpart (ii) of Section 5.03(f) is amended to read as follows:
"(ii) when applied pursuant to Section 2.04(b) hereof such proceeds
will be sufficient to repay in full the Advances outstanding with
respect to such Lease Receivable and any interest (including
interest through the end of the related Collection Period), fees,
costs or expenses (including early termination payments) resulting
from the reduction of the aggregate notional amount of the Interest
Rate Xxxxxx."
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(h) Section 7.01 is amended to add the phrase "but subject to Section
2.02(c)" after the phrase "Upon the occurrence of the Termination Date".
(i) The text of Exhibit F to the Transfer Agreement is deleted in its
entirety and replaced with the phrase "[Intentionally Omitted]".
Section 3. Amendments to Parent Performance Guaranty. Section 1 of the Parent
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Performance Guaranty is hereby amended to add the following sentence at the end
thereof:
"Except to the extent set forth in the proviso to Section 2.03(a) of
the Lease Receivables Transfer Agreement and for SFSI's
indemnification and reimbursement obligations under Sections 2.06
(increased yield costs), 2.07 (increased capital), 2.08 (taxes),
2.09 (Eurocurrency reserves), 8.01 (indemnification) and 10.06
(costs and expenses) of the Lease Receivables Transfer Agreement,
the Obligations guaranteed hereby shall not include the obligation
to pay Advances, Interest and Program Fees, Liquidity Fees and Other
Fees, which amounts are payable solely from Collections in
accordance with the settlement procedures set forth in Section 2.04
of the Lease Receivables Transfer Agreement and the Parent shall
have no personal liability for the payment thereof."
Section 4. Effectiveness. This Amendment shall become effective upon its
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execution and delivery by the Guarantor, the Transferor, the Required
Transferees and the Agent.
Section 5. Representations. Each party hereto represents to the other that: (i)
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it has the power and authority to enter into this Amendment; (ii) the execution
and delivery of this Amendment have been duly authorized by all necessary
action; (iii) this Amendment has been duly executed and delivered on its behalf
and (iv) this Amendment and the Facility Documents, as amended hereby,
constitute its legal, valid and binding obligation enforceable against it in
accordance with their respective terms subject to the Enforceability Exceptions.
Section 6. Ratification. Except as specifically amended or cancelled hereby,
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each of the Facility Documents shall remain unchanged and continue in full force
and effect and each of the parties hereto hereby ratifies and confirms the
Facility Documents. After the effectiveness of this Amendment, any reference to
the Transfer Agreement or the Parent Performance Guaranty in any Facility
Document shall be to the Transfer Agreement and Parent Performance Guaranty,
respectively, as amended hereby.
Section 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
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ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES).
Section 8. Costs and Expenses. The Transferor agrees to pay on demand all
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reasonable costs and expenses of the Transferees and the Agent in connection
with the preparation of this Amendment.
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Section 9. Counterparts. This Amendment may be executed in any number of
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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 agreement. 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.
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 INC., as Guarantor STEELCASE FINANCIAL
SERVICES INC., as Transferor and
initial Servicer
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Vice President, Finance and Title: Vice President and
Treasurer Chief Financial Officer
CITICORP NORTH AMERICA, CORPORATE ASSET FUNDING COMPANY,
INC., as Agent INC., as Conduit Transferee
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Vice President Title: Vice President
CITIBANK, N.A., as Committed
Transferee
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: ATTORNEY-IN-FACT
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