EXHIBIT 4.16
November 9, 2001
Steelcase Inc.
000 00xx Xxxxxx XX
XX-0X-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 April 5, 2000 between Royal Bank
of Canada (the "Bank") and Steelcase Financial Services Ltd., as borrower (the
"Borrower"), as amended as of May 24, 2001 (the "Facilities Agreement") and to
the Guarantee dated as of April 5, 2000, as amended 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 hereby 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 shall be
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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:
"(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) $150,000,000;"
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 taken 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 is 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
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Name/Title: Xxxxxx X. Xxxxxxxx
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V.P. & CFO
