EXHIBIT 4.1
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the
“ Amendment ”) is made as of September 21, 2009
by and among Steelcase Inc., a Michigan corporation (the “
Company ”), the institutions listed on the signature
pages hereto and JPMorgan Chase Bank, N.A., as the administrative
agent for the “Lenders” referred to below (the “
Administrative Agent ”). Capitalized terms
used but not otherwise defined herein shall have the respective
meanings given to them in the “Credit Agreement”
referred to below.
W I T N E S S E T
H:
WHEREAS, the signatories hereto are
parties to that certain Credit Agreement, dated as of July 26,
2005, among the Company, the Subsidiary Borrowers from time to time
parties thereto, the financial institutions from time to time
parties thereto (the “ Lenders ”), the
Administrative Agent, Bank of America, N.A. and BNP Paribas, as
co-syndication agents, and Fifth Third Bank and
Société Générale, as co-documentation
agents (as amended by Amendment No. 1 thereto dated as of August
31, 2006, and as the same may be further amended, restated,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”); and
WHEREAS, the parties hereto have
agreed to amend the Credit Agreement on the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of
the premises set forth above, the terms and conditions contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, the
Lenders and the Administrative Agent have agreed to the following
amendment to the Credit Agreement.
1.
Amendment
. Effective as of the
date hereof and subject to the satisfaction of the conditions
precedent set forth in Section 3 below, the Credit Agreement
is hereby amended as follows:
(a) The Credit Agreement is hereby amended to insert
the following sentence at the end of Section 7.4(A)
:
Notwithstanding anything to the
contrary in this Section 7.4(A) or in the Credit Agreement, for
purposes of determining compliance by the Company with the
provisions of this Section 7.4(A) for the fiscal quarter
ending August 28, 2009, the Leverage Ratio shall be calculated on
November 16, 2009 (it being agreed that during the period of time
prior to such calculation date, no Unmatured Default shall be
deemed to exist or arise under this Section 7.4(A) with respect to
such fiscal quarter); provided , however , that
nothing herein shall waive or eliminate the Company’s
obligation to furnish a computation of the Leverage Ratio for such
fiscal quarter as and when required by the terms of Section
7.1(A) hereof, including for the purpose of determining the
Applicable Eurocurrency Margin, the Applicable Floating Rate
Margin, the Applicable L/C Fee
Percentage and the Applicable Facility Fee
Percentage (as described in the Pricing Schedule).
(b) Notwithstanding anything to the contrary in the
Credit Agreement (including, without limitation, in Section
2.3 , 2.7 or 2.9 thereof), during the period from
the effective date hereof through November 16, 2009, new Revolving
Loans shall only be made as, and outstanding Revolving Loans shall
only be converted into or continued as, Floating Rate Loans or
Floating Rate Advances, and no Revolving Loan may be made as,
converted into or continued as a Eurocurrency Rate Loan or
Eurocurrency Rate Advance. Nothing in this clause (b)
shall affect or modify the other terms and conditions in the Credit
Agreement applicable to Revolving Loans.
2.
Commitment
Reduction . Effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth
in Section 3 below, the Company (on behalf of itself and the
Subsidiary Borrowers) hereby permanently reduces the Aggregate
Revolving Loan Commitment pursuant to Section 2.5 of the
Credit Agreement, in part ratably among the Lenders, in an
aggregate amount of $75,000,000. From and after the
effective date of this Amendment, the Aggregate Revolving Loan
Commitment shall be $125,000,000 as such amount may be further
reduced in accordance with the Credit Agreement. By its
signature hereto, each Lender hereby waives the prior written
notice and integral multiple step-up requirements for reductions in
the Aggregate Revolving Loan Commitment set out in Section
2.5 of the Credit Agreement.
3.
Conditions of
Effectiveness . This
Amendment shall become effective as of the date hereof when the
Administrative Agent shall have received: (a) executed
copies of this Amendment from the Company and the Required Lenders,
(b) executed copies of the Reaffirmation attached hereto in the
form of Exhibit A from the existing Subsidiary Guarantors
and (c) payment to the Administrative Agent (on behalf of the
Lenders) of all accrued facility fees in respect of the reduction
in Aggregate Revolving Loan Commitment described in Section
2 .
4.
Representations and Warranties
of the Company . The Company hereby represents and
warrants as follows:
(a) The Company has the requisite power and
authority to execute and deliver this Amendment and to perform this
Amendment and the Credit Agreement (as modified hereby).
(b) The execution and delivery of this Amendment and
the performance of this Amendment and the Credit Agreement (as
modified hereby), and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all
requisite corporate, partnership or limited liability company acts,
including any required shareholder approval of the
Company.
(c) This Amendment has been duly executed and
delivered by the Company and the Credit Agreement (as modified
hereby) constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms (except as
enforceability may be limited by
bankruptcy, insolvency or similar laws affecting
the enforcement of creditors’ rights generally and general
equitable principles).
(d) The execution and delivery of this Amendment and
the performance of this Amendment and the Credit Agreement (as
modified hereby) do not and will not (i) conflict with the articles
of incorporation or by-laws of the Company, (ii) conflict with,
result in a breach of or constitute (wi
