Exhibit 1.1
EXECUTION COPY
STEELCASE INC.
$250,000,000
6.375% Senior Notes Due 2006
Purchase Agreement
New York, New York
November 19, 2001
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
As Representatives of the Initial Purchasers
c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Steelcase Inc., a corporation organized under the laws of
Michigan (the "Company"), proposes to issue and sell to the several parties
named in Schedule I hereto (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, $250,000,000 principal amount
of its 6.375% Senior Notes Due 2006 (the "Securities"). The Securities are to be
issued under an indenture (the "Indenture"), to be dated on or about November
27, 2001, between the Company and Bank One Trust Company, N.A., as trustee (the
"Trustee"). The Securities have the benefit of a Registration Rights Agreement
(the "Registration Rights Agreement"), dated November 19, 2001, between the
Company and the Initial Purchasers, pursuant to which the Company has agreed to
use its reasonable best efforts to exchange the Securities for registered
securities, or to register the Securities, under the Act subject to the terms
and conditions therein specified. To the extent there are no additional parties
listed on Schedule I other than you, the term Representatives as used herein
shall mean you as the Initial Purchasers, and the terms Representatives and
Initial Purchasers shall mean either the singular or plural as the context
requires. The use of the neuter in this Agreement shall include the feminine and
masculine wherever appropriate. Certain terms used herein are defined in Section
17 hereof.
The sale of the Securities to the Initial Purchasers will be made
without registration of the Securities under the Act in reliance upon exemptions
from the registration requirements of the Act.
In connection with the sale of the Securities, the Company has
prepared a preliminary offering memorandum, dated November 13, 2001 (as amended
or supplemented at the Execution Time, including any information incorporated by
reference therein, the "Preliminary Memorandum"), and a final offering
memorandum, dated the date hereof (as amended or supplemented at the Execution
Time, including any information incorporated by reference therein, the "Final
Memorandum"). Each of the Preliminary Memorandum and the Final Memorandum sets
forth certain information concerning the Company and the Securities. The Company
hereby confirms that it has authorized the use of the Preliminary Memorandum and
the Final Memorandum, and any amendment or supplement thereto, in connection
with the offer and sale of the Securities by the Initial Purchasers in
accordance with Section 4. Unless stated to the contrary, references herein to
the Final Memorandum at the Execution Time are not meant to include any
information incorporated by reference therein subsequent to the Execution Time,
and any references herein to the terms "amend," "amendment" or "supplement" with
respect to the Final Memorandum shall be deemed to refer to and include any
information filed under the Exchange Act subsequent to the Execution Time which
is incorporated by reference therein.
1. Representations and Warranties. The Company represents and
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warrants to each Initial Purchaser as set forth below in this Section 1.
(a) The Preliminary Memorandum, at the date thereof, did not
contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading. At the
Execution Time and on the Closing Date (as defined in Section 3
hereof), the Final Memorandum did not, and will not (and any amendment
or supplement thereto, at the date thereof and at the Closing Date
will not), contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representation or
warranty as to the information contained in or omitted from the
Preliminary Memorandum or the Final Memorandum, or any amendment or
supplement thereto, in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of the
Initial Purchasers through the Representatives specifically for
inclusion therein.
(b) Neither the Company, nor any of its Affiliates, nor any
person acting on its or their behalf has, directly or indirectly, made
offers or sales of any security, or solicited offers to buy any
security, under circumstances that would require the registration of
the Securities under the Act.
(c) Neither the Company, nor any of its Affiliates, nor any
person acting on its or their behalf has engaged in any form of
general solicitation or general advertising (within the meaning of
Regulation D) in connection with any offer or sale of the Securities
in the United States; provided that no representation or warranty is
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made with respect to the Initial Purchasers and their Affiliates.
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(d) The Securities satisfy the eligibility requirements of Rule
144A(d)(3) under the Act.
(e) Neither the Company, nor any of its Affiliates, nor any
person acting on its or their behalf has engaged in any directed
selling efforts with respect to the Securities, and each of them has
complied with the offering restrictions requirements of Regulation S;
provided that no representation or warranty is made with respect to
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the Initial Purchasers and their Affiliates. Terms used in this
paragraph have the meanings given to them by Regulation S.
(f) The Company is not, and after giving effect to the offering
and sale of the Securities and the application of the proceeds thereof
as described in the Final Memorandum will not be, an "investment
company" within the meaning of the Investment Company Act, without
taking account of any exemption arising out of the number of holders
of the Company's securities.
(g) The Company is subject to and in compliance in all material
respects with the reporting requirements of Section 13 or Section
15(d) of the Exchange Act.
(h) The Company has not paid or agreed to pay to any person any
compensation for soliciting another to purchase any Securities (except
as contemplated by this Agreement).
(i) The Company has not taken, directly or indirectly, any
action designed to or that would constitute or that might reasonably
be expected to cause or result in, under the Exchange Act or
otherwise, the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the
Securities.
(j) On the Closing Date, the Indenture, the Securities and the
Registration Rights Agreement will conform in all material respects to
the description thereof contained in the Final Memorandum.
(k) Each of the Company and each subsidiary of the Company that
is a "significant subsidiary" (as such term is defined in Rule 1-02 of
Regulation S-X under the Act) ("Significant Subsidiary") has been duly
incorporated or organized and is validly existing as a corporation or
organization in good standing (except in those jurisdictions where the
concept of good standing is not recognized) under the laws of the
jurisdiction in which it is chartered or organized with full power and
authority to own or lease, as the case may be, and to operate its
properties and conduct its business as described in the Final
Memorandum; and each of the Company and each Significant Subsidiary is
duly qualified to do business as a foreign corporation or organization
and is in good standing (except in those jurisdictions where the
concept of good standing is not recognized) under the laws of each
jurisdiction which requires such qualification, except where the
failure to qualify or to be in good standing could not reasonably be
expected to have a
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material adverse effect (actual or anticipated) on the condition
(financial or otherwise), earnings, business or properties of the
Company and its subsidiaries, taken as a whole. The subsidiaries
listed on Exhibit B attached hereto are the only Significant
Subsidiaries of the Company.
(l) All the outstanding shares of capital stock of each
subsidiary of the Company have been duly authorized and validly issued
and are fully paid and nonassessable, and all shares of capital stock
of such subsidiaries that are owned by the Company either directly or
through wholly owned subsidiaries are owned free and clear of any
security interests, claims, liens or encumbrances, except for such
security interests, claims, liens or encumbrances that are immaterial
to the Company and its subsidiaries, taken as a whole.
(m) The Company's equity capitalization is as set forth in the
Final Memorandum, except for exercises of stock options or conversions
of Class B Common Stock to Class A Common Stock since the quarterly
report on Form 10-Q dated August 24, 2001.
(n) The statements in the Final Memorandum under the headings
"Certain United States Federal Income Tax Considerations," insofar as
it purports to describe the material United States federal income tax
consequences of an investment in the Securities, "Description of
Notes," "Exchange Offer and Registration Rights," "Environmental
Matters" and "Legal Proceedings" fairly summarize in all material
respects the matters therein described.
(o) This Agreement has been duly authorized, executed and
delivered by the Company; the Indenture has been duly authorized and,
assuming due authorization, execution and delivery thereof by the
Trustee, when executed and delivered by the Company, will constitute a
valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, subject, as to enforcement
(including, without limitation, all laws relating to fraudulent
transfer), to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting creditors' rights generally from
time to time in effect and to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or law)
and except to the extent that rights to indemnification and
contribution may be limited by applicable law; the Securities have
been duly authorized, and, when duly executed and authenticated in
accordance with the provisions of the Indenture and delivered to and
paid for by the Initial Purchasers, and assuming due authorization,
execution and delivery of the Indenture by the Trustee, will have been
duly executed and delivered by the Company and will constitute the
valid and binding obligations of the Company entitled to the benefits
of the Indenture, subject, as to enforcement (including, without
limitation, all laws relating to fraudulent transfer), to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws
affecting creditors' rights generally from time to time in effect and
to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or law) and except to the extent
that rights to indemnification and contribution may be
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limited by applicable law; and the Registration Rights Agreement has
been duly authorized and, when executed and delivered by the Company,
will constitute a valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, subject,
as to enforcement (including, without limitation, all laws relating to
fraudulent transfer), to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors' rights
generally from time to time in effect and to general principles of
equity (regardless of whether enforcement is considered in a
proceeding in equity or law) and except to the extent that rights to
indemnification and contribution may be limited by applicable law.
(p) Subject to compliance by the Initial Purchasers with the
representations, warranties and agreements set forth in Section 4, no
consent, approval, authorization, filing with or order of any court or
governmental agency or body is required in connection with the
transactions contemplated herein or in the Indenture or the
Registration Rights Agreement, except such as will be obtained under
the Act, the Exchange Act and the Trust Indenture Act and such as may
be required under the securities or blue sky laws of any jurisdiction
and the securities laws of any jurisdiction outside the United States
in which the Securities may be offered in connection with the purchase
and distribution of the Securities by the Initial Purchasers in the
manner contemplated herein and in the Final Memorandum and the
Registration Rights Agreement.
(q) The execution and delivery of the Indenture, this Agreement
and the Registration Rights Agreement, the issue and sale of the
Securities, the consummation of any other of the transactions herein
or therein contemplated, and the fulfillment of the terms hereof or
thereof will not conflict with, result in a breach or violation of, or
imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to, (i) the
charter or by-laws of the Company or any of its Significant
Subsidiaries; (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other
agreement or instrument to which the Company or any of its
subsidiaries is a party or bound or to which any of their respective
properties is subject, except for such conflicts, breaches, violations
or impositions which could not reasonably be expected to have a
material adverse effect (actual or anticipated) on the condition
(financial or otherwise), earnings, business or properties of the
Company and its subsidiaries, taken as a whole; or (iii) any statute,
law, rule, regulation, judgment, order or decree applicable to the
Company or any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company, any of its
subsidiaries or any of their respective properties, except for such
conflicts, breaches, violations or impositions which could not
reasonably be expected to have a material adverse effect (actual or
anticipated) on the condition (financial or otherwise), earnings,
business or properties of the Company and its subsidiaries, taken as a
whole.
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(r) The consolidated historical financial statements and
schedules of the Company and its consolidated subsidiaries
incorporated by reference in the Final Memorandum present fairly in
all material respects the financial condition, results of operations
and cash flows of the Company as of the dates and for the periods
indicated, comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act and
have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis throughout the periods
involved (except as otherwise noted therein); the selected financial
data set forth under the caption "Selected Financial Data" in the
Final Memorandum present fairly in all material respects, on the basis
stated in the Final Memorandum, the information included therein.
(s) No action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the
Company or any of its subsidiaries or its or their property is pending
or, to the best knowledge of the Company, threatened that (i) could
reasonably be expected to have a material adverse effect on the
performance of this Agreement, the Indenture or the Registration
Rights Agreement, or the consummation of any of the transactions
contemplated hereby or thereby; or (ii) could reasonably be expected
to have a material adverse effect (actual or anticipated) on the
condition (financial or otherwise), earnings, business or properties
of the Company and its subsidiaries, taken as a whole, except as set
forth in or contemplated in the Final Memorandum (exclusive of any
amendment or supplement thereto).
(t) The Company and each of its subsidiaries own or lease all
such properties as are necessary to the conduct of their respective
operations as presently conducted.
(u) Neither the Company nor any subsidiary is in violation or
default of (i) any provision of its charter or bylaws; (ii) the terms
of any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement or instrument to which it
is a party or bound or to which its property is subject, except for
such violations or defaults which could not reasonably be expected to
have a material adverse effect (actual or anticipated) on the
condition (financial or otherwise), earnings, business or properties
of the Company and its subsidiaries, taken as a whole; or (iii) any
statute, law, rule, regulation, judgment, order or decree applicable
to the Company or any of its subsidiaries of any court, regulatory
body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or such subsidiary or
any of its properties, as applicable, except for such violations or
defaults which could not reasonably be expected to have a material
adverse effect (actual or anticipated) on the condition (financial or
otherwise), earnings, business or properties of the Company and its
subsidiaries, taken as a whole.
(v) BDO ▇▇▇▇▇▇▇, LLP, who have certified certain financial
statements of the Company and its consolidated subsidiaries, are
independent
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public accountants with respect to the Company within the meaning of the
Act and the applicable published rules and regulations thereunder.
Any certificate signed by any officer of the Company and delivered to
the Representatives or counsel for the Initial Purchasers in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to each Initial Purchaser.
2. Purchase and Sale. Subject to the terms and conditions and in
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reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees,
severally and not jointly, to purchase from the Company, at a purchase price of
98.88% of the principal amount thereof, plus accrued interest, if any, from
November 27, 2001 to the Closing Date, the principal amount of Securities set
forth opposite such Initial Purchaser's name on Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
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shall be made at 10:00 A.M., New York City time, on November 27, 2001, or at
such time on such later date as the Representatives shall designate, which date
and time may be postponed by agreement between the Representatives and the
Company or as provided in Section 9 hereof (such date and time of delivery and
payment for the Securities being herein called the "Closing Date"). Delivery of
the Securities shall be made to the Representatives for the respective accounts
of the several Initial Purchasers against payment by the several Initial
Purchasers through the Representatives of the purchase price thereof to or upon
the order of the Company by wire transfer payable in same-day funds to the
account specified by the Company. Delivery of the Securities shall be made
through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.
4. Offering by Initial Purchasers. Each Initial Purchaser, severally
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and not jointly, represents and warrants to and agrees with the Company that:
(a) It is either (i) a "qualified institutional buyer" as defined in
Rule 144A or (ii) an "accredited investor" as defined in Rule 501(a) under
the Act.
(b) It has not solicited offers for, offered or sold, and will not
solicit offers for, offer or sell, any Securities except (i) to those
persons it reasonably believes to be qualified institutional buyers (as
defined in Rule 144A under the Act) and that, in connection with each such
sale, it has taken or will take reasonable steps to ensure that the
purchaser of such Securities is aware that such sale is being made in
reliance on Rule 144A; or (ii) in accordance with the restrictions set
forth in Exhibit A hereto.
(c) Neither it nor any person acting on its behalf has solicited or
will solicit offers for, or has made or will make offers or sales of the
Securities in the United States by means of any form of general
solicitation or general advertising (within the meaning of Regulation D) in
the United States.
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5. Agreements. The Company agrees with each Initial Purchaser that:
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(a) The Company will furnish to each Initial Purchaser and to counsel
for the Initial Purchasers, without charge, during the period referred to
in paragraph (c) below, as many copies of the Final Memorandum and any
amendments and supplements thereto as you may reasonably request.
(b) The Company will not amend or supplement the Final Memorandum,
other than by filing documents under the Exchange Act that are incorporated
by reference therein, without the prior written consent of the
Representatives; provided, however, that, prior to the completion of the
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distribution of the Securities by the Initial Purchasers (as determined by
the Initial Purchasers), the Company will not file any document under the
Exchange Act that is incorporated by reference in the Final Memorandum
unless, prior to such proposed filing, the Company has furnished the
Representatives a copy of such document for their review and the Company
has not been unreasonable in failing to incorporate any comments made by
the Representatives. During the period referred to in clause (c) below, the
Company will promptly advise the Representatives when any document filed
under the Exchange Act that is incorporated by reference in the Final
Memorandum shall have been filed with the Commission.
(c) If at any time prior to the earlier of (i) nine months from the
date of the Final Memorandum and (ii) the completion of the sale of the
Securities by the Initial Purchasers (as determined by the
Representatives), any event occurs as a result of which the Final
Memorandum, as then amended or supplemented, would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it shall be necessary to amend
or supplement the Final Memorandum to comply with applicable law, the
Company promptly (i) will notify the Representatives of any such event;
(ii) subject to the requirements of paragraph (b) of this Section 5, will
prepare an amendment or supplement that will correct such statement or
omission or effect such compliance; and (iii) will supply any supplemented
or amended Final Memorandum to the several Initial Purchasers and counsel
for the Initial Purchasers without charge in such quantities as you may
reasonably request.
(d) The Company will arrange, if necessary, for the qualification of
the Securities for sale by the Initial Purchasers under the laws of such
jurisdictions as the Representatives may designate and will maintain such
qualifications in effect so long as required for the sale of the
Securities; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so qualified
or to take any action that would subject it to service of process in suits,
other than those arising out of the offering or sale of the Securities, or
subject it to taxation, in any jurisdiction where it is not now so subject.
The Company will promptly advise the Representatives of the receipt by
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the Company of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose.
(e) The Company will not, and will not permit any of its Affiliates
to, resell any Securities which constitute "restricted securities" under
Rule 144 that have been reacquired by any of them.
(f) Neither the Company, nor any of its Affiliates, nor any person
acting on its or their behalf will, directly or indirectly, make offers or
sales of any security, or solicit offers to buy any security, under
circumstances that would require the registration of the Securities under
the Act.
(g) Neither the Company, nor any of its Affiliates, nor any person
acting on its or their behalf will engage in any form of general
solicitation or general advertising (within the meaning of Regulation D) in
connection with any offer or sale of the Securities in the United States;
provided that the Company makes no agreement with respect to the actions of
the Initial Purchasers and their Affiliates.
(h) So long as any of the Securities are "restricted securities"
within the meaning of Rule 144(a)(3) under the Act, the Company will,
during any period in which it is not subject to and in compliance with
Section 13 or 15(d) of the Exchange Act or it is not exempt from such
reporting requirements pursuant to and in compliance with Rule 12g-2(b)
under the Exchange Act, provide to each holder of such restricted
securities and to each prospective purchaser (as designated by such holder)
of such restricted securities, upon the request of such holder or
prospective purchaser, any information required to be provided by Rule
144A(d)(4) under the Act. This covenant is intended to be for the benefit
of the holders, and the prospective purchasers designated by such holders,
from time to time of such restricted securities.
(i) Neither the Company, nor any of its Affiliates, nor any person
acting on its or their behalf will engage in any directed selling efforts
with respect to the Securities, and each of them will comply with the
offering restrictions requirements of Regulation S; provided that the
Company makes no agreement with respect to the actions of the Initial
Purchasers and their Affiliates. Terms used in this paragraph have the
meanings given to them by Regulation S.
(j) The Company will cooperate with the Representatives and use its
reasonable best efforts to permit the Securities to be eligible for
clearance and settlement through The Depository Trust Company.
(k) The Company will not take, directly or indirectly, any action
designed to or that would constitute or that might reasonably be expected
to cause or result in, under the Exchange Act or otherwise, the
stabilization or
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manipulation of the price of any security of the Company to facilitate the
sale or resale of the Securities.
(l) The Company agrees to pay the costs and expenses relating to the
following matters: (i) the fees and expenses of the Trustee; (ii) the
preparation, printing or reproduction and delivery (including postage, air
freight charges and charges for counting and packaging) of such copies of
the Preliminary Memorandum and Final Memorandum and each amendment or
supplement to either of them, as may, in each case, be reasonably requested
for use in connection with the offering and sale of the Securities; (iii)
the preparation, printing, authentication, issuance and delivery of
certificates for the Securities, including any stamp or transfer taxes in
connection with the original issuance and sale of the Securities; (iv) the
printing (or reproduction) and delivery of this Agreement and all other
agreements or documents printed (or reproduced) and delivered in connection
with the offering of the Securities; (v) any registration or qualification
of the Securities for offer and sale under the securities or blue sky laws
of the several states and of preparing, printing and distributing any blue
sky memorandum (including filing fees and the reasonable fees and expenses
of counsel for the Initial Purchasers relating to such registration and
qualification); (vi) the transportation and other expenses incurred by or
on behalf of Company representatives in connection with presentations to
prospective purchasers of the Securities; (vii) the fees and expenses of
the Company's accountants and the fees and expenses of counsel (including
local and special counsel) for the Company; and (viii) all other costs and
expenses incident to the performance by the Company of its obligations
hereunder and under the Indenture and the Registration Rights Agreement.
It is understood, however, that, except as provided in this Section 5
and Sections 7 and 8, the Initial Purchasers will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
the resale of any of the Securities by them, and any advertising expenses
connection with any offers they may make.
6. Conditions to the Obligations of the Initial Purchasers. The
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obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Company contained herein at the Execution Time and the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) The Company shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice
President, General Counsel and Assistant Secretary for the Company, to
furnish to the Representatives her opinion, dated the Closing Date and
addressed to the Initial Purchasers, substantially in the form of Exhibit C
hereto, subject to customary assumptions and qualifications reasonably
satisfactory to the Representatives.
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(b) The Representatives shall have received an opinion, dated the
Closing Date and addressed to the Initial Purchasers, of Skadden, Arps,
Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), special counsel for the Company,
substantially in the form of Exhibit D hereto, subject to customary
assumptions and qualifications reasonably satisfactory to the
Representatives.
In rendering such opinions, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
jurisdiction of incorporation of the Company, the State of New York or the
Federal laws of the United States, to the extent they deem proper and specified
in such opinion, upon the opinion of other counsel of good standing whom they
believe to be reliable and who are satisfactory to counsel for the Initial
Purchasers; and (B) as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Company and public officials.
References to the Final Memorandum in this Section 6(a) include any amendment or
supplement thereto at the Closing Date.
(c) The Representatives shall have received from Cravath, Swaine &
▇▇▇▇▇, counsel for the Initial Purchasers, such opinion or opinions, dated
the Closing Date and addressed to the Representatives, with respect to the
issuance and sale of the Securities, the Indenture, the Registration Rights
Agreement, the Final Memorandum (as amended or supplemented at the Closing
Date) and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling them to
pass upon such matters.
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the Company,
dated the Closing Date, to the effect that the signers of such certificate
have examined the Final Memorandum, any amendment or supplement to the
Final Memorandum, this Agreement and the Registration Rights Agreement and
that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date,
and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date; and
(ii) since August 24, 2001, there has been no material adverse
change in the condition (financial or otherwise), earnings, business
or properties of the Company and its subsidiaries, taken as a whole,
except as set forth in or contemplated by the Final Memorandum
(exclusive of any amendment or supplement thereto).
(e) At the Execution Time and at the Closing Date, the Company shall
have requested and caused BDO ▇▇▇▇▇▇▇, LLP to furnish to the
Representatives
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letters, dated respectively as of the Execution Time and as of the Closing
Date, in form and substance satisfactory to the Representatives, confirming
that they are independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable rules and regulations adopted by
the Commission thereunder, that they have performed a review of the
unaudited interim financial information of the Company for the 6-month
period ended August 24, 2001 and as at August 24, 2001, and stating in
effect that:
(i) in their opinion the audited financial statements included or
incorporated in the Final Memorandum and reported on by them comply as
to form in all material respects with the applicable accounting
requirements of the Exchange Act and the related rules and regulations
adopted by the Commission thereunder that would apply to the Final
Memorandum if the Final Memorandum were a prospectus included in a
registration statement on Form S-1 under the Act;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by the Company and its subsidiaries; their
limited review, in accordance with the standards established under
Statement on Auditing Standards No. 71, of the unaudited interim
financial information for the 6-month period ended August 24, 2001,
and as at August 24, 2001; carrying out certain specified procedures
(but not an examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of significance
with respect to the comments set forth in such letter; a reading of
the minutes of the meetings of the stockholders, directors and
compensation and audit, finance, and executive committees of the
Company and the Subsidiaries; and inquiries of certain officials of
the Company who have responsibility for financial and accounting
matters of the Company and its subsidiaries as to transactions and
events subsequent to February 23, 2001, nothing came to their
attention which caused them to believe that:
(1) any unaudited financial statements included or
incorporated in the Final Memorandum do not comply in form in all
material respects with applicable accounting requirements and with
the related rules and regulations adopted by the Commission with
respect to financial statements included or incorporated in
quarterly reports on Form 10-Q under the Exchange Act; and said
unaudited financial statements are not in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements included or incorporated in the Final Memorandum;
(2) with respect to the period subsequent to August 24, 2001,
there were any changes, at a specified date not more than five
days prior to the date of the letter, in the long-term debt of the
Company and its subsidiaries or capital stock of the Company or
12
decreases in the shareholders' equity of the Company as compared
with the amounts shown on the August 24, 2001 consolidated
balance sheet included or incorporated in the Final Memorandum,
or for the period from August 25, 2001 to such specified date
there were any decreases, as compared with the corresponding
period in the preceding year in revenues, operating income, net
income or in earnings per share of the Company and its
subsidiaries, except in all instances for changes or decreases
set forth in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed
necessary by the Representatives; or
(3) any accounting, financial or statistical information
included in response to Regulation S-K, Item 301 (Selected
Financial Data), Item 302 (Supplementary Financial Information),
Item 402 (Executive Compensation) and Item 503(d) (Ratio of
Earnings to Fixed Charges) is not in conformity with the
disclosure requirements of Regulation S-K.
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company and its subsidiaries) set
forth or incorporated by reference in the Final Memorandum, including
the information set forth under the captions "Summary," "Use of
Proceeds," "Capitalization," "Selected Financial Data," "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" set forth or incorporated by reference in
the Final Memorandum, agrees with the accounting records of the
Company and its subsidiaries, excluding any questions of legal
interpretation.
References to the Final Memorandum in this Section 6(e) include any
amendment or supplement thereto at the date of the applicable letter.
(f) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Final Memorandum (exclusive of any
amendment or supplement thereto), there shall not have been (i) any change
or decrease specified in the letter or letters referred to in paragraph (e)
of this Section 6; or (ii) any change, or any development involving a
prospective change, in or affecting the condition (financial or otherwise),
earnings, business or properties of the Company and its subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Final Memorandum
(exclusive of any amendment or supplement thereto) the effect of which, in
any case referred to in clause (i) or (ii) above, is, in the sole judgment
of the Representatives, so material and adverse as
13
to make it impractical or inadvisable to market the Securities as
contemplated by the Final Memorandum (exclusive of any amendment or
supplement thereto).
(g) The Securities shall be eligible for clearance and settlement
through The Depository Trust Company.
(h) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.
(i) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or any notice given of any intended
or potential decrease in any such rating (including notice of an adverse
change in the outlook for such rating) or of a possible change in any such
rating that does not indicate the direction of the possible change.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Initial Purchasers,
this Agreement and all obligations of the Initial Purchasers hereunder may be
canceled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 will be
delivered at the office of counsel for the Initial Purchasers, at Cravath,
Swaine & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on the Closing Date.
7. Reimbursement of Expenses. If the sale of the Securities provided
-------------------------
for herein is not consummated because any condition to the obligations of the
Initial Purchasers set forth in Section 6 hereof is not satisfied, because of
any termination pursuant to Section 10 hereof or because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or comply with any provision hereof other than by reason of a default by any of
the Initial Purchasers, the Company will reimburse the Initial Purchasers
severally through ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. on demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been reasonably incurred by them in connection with the proposed purchase
and sale of the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
---------------------------------
indemnify and hold harmless each Initial Purchaser, the directors, officers,
employees and agents of each Initial Purchaser and each person who controls any
Initial Purchaser within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become
14
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Preliminary Memorandum, the Final Memorandum (or in any
supplement or amendment thereto), or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made in the Preliminary Memorandum or
the Final Memorandum, or in any amendment thereof or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Initial Purchasers through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.
(b) Each Initial Purchaser severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers, employees and agents and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Initial
Purchaser, but only with reference to written information relating to such
Initial Purchaser furnished to the Company by or on behalf of such Initial
Purchaser through the Representatives specifically for inclusion in the
Preliminary Memorandum or the Final Memorandum (or in any amendment or
supplement thereto). This indemnity agreement will be in addition to any
liability which any Initial Purchaser may otherwise have. The Company
acknowledges that the statements set forth in the last paragraph of the
cover page regarding the delivery of the Securities and, under the heading
"Plan of Distribution," (i) the list of Initial Purchasers and their
respective participation in the sale of the Securities; (ii) the sentences
related to concessions and reallowances; and (iii) the paragraph related to
stabilization, syndicate covering transactions and penalty bids in the
Preliminary Memorandum and the Final Memorandum, constitute the only
information furnished in writing by or on behalf of the Initial Purchasers
for inclusion in the Preliminary Memorandum or the Final Memorandum (or in
any amendment or supplement thereto).
(c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party
(i) will not relieve it from liability under paragraph (a) or (b) above
unless and to the extent it did not
15
otherwise learn of such action and such failure results in the forfeiture
by the indemnifying party of substantial rights and defenses; and (ii) will
not, in any event, relieve the indemnifying party from any obligations to
any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the
-------- -------
indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel if (i) the use
of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the
actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are different from
or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party
will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect
of which indemnification or contribution may be sought hereunder (whether
or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding.
(8) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any losses, claims, damages or liabilities referred
to therein, the Company and the Initial Purchasers severally agree to
contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which the
Company and one or more of the Initial Purchasers may be subject in such
proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and by the Initial Purchasers on the other from
the offering of the Securities; provided, however, that in no case shall
-------- -------
any Initial Purchaser (except as may be provided in any agreement among the
Initial Purchasers relating to the offering of the Securities) be
responsible for any amount in excess of the purchase discount or commission
16
applicable to the Securities purchased by such Initial Purchaser hereunder.
If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Initial Purchasers
severally shall contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the Company
on the one hand and of the Initial Purchasers on the other in connection
with the statements or omissions which resulted in such Losses, as well as
any other relevant equitable considerations. Benefits received by the
Company shall be deemed to be equal to the total net proceeds from the
offering (net of purchase discounts and commissions but before deducting
expenses) received by it, and benefits received by the Initial Purchasers
shall be deemed to be equal to the total purchase discounts and commissions
in each case set forth on the cover of the Final Memorandum. Relative fault
shall be determined by reference to, among other things, whether any untrue
or any alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information provided
by the Company on the one hand or the Initial Purchasers on the other, the
intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission.
The Company and the Initial Purchasers agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 8, each person who controls an Initial Purchaser
within the meaning of either the Act or the Exchange Act and each director,
officer, employee and agent of an Initial Purchaser shall have the same
rights to contribution as such Initial Purchaser, and each person who
controls the Company within the meaning of either the Act or the Exchange
Act and each director, officer, employee and agent of the Company shall
have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d).
9. Default by an Initial Purchaser. If any one or more Initial
-------------------------------
Purchasers shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Initial Purchaser hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Initial Purchasers shall be obligated severally to take
up and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names on Schedule I hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Initial Purchasers) the Securities which the defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase; provided,
--------
however, that in the event that the aggregate principal amount of Securities
-------
which the defaulting Initial Purchaser or Initial Purchasers agreed but failed
to purchase shall exceed 10% of the aggregate principal amount of Securities set
forth on Schedule I hereto, the remaining Initial Purchasers shall have the
right to purchase all, but shall not be under any obligation to purchase any, of
the Securities, and if such nondefaulting Initial Purchasers do not purchase all
the Securities, this Agreement will terminate without liability to any
17
nondefaulting Initial Purchaser or the Company. In the event of a default by any
Initial Purchaser as set forth in this Section 9, the Closing Date shall be
postponed for such period, not exceeding five Business Days, as the
Representatives shall determine in order that the required changes in the Final
Memorandum or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Initial Purchaser of
its liability, if any, to the Company or any nondefaulting Initial Purchaser for
damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in the
-----------
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time
(i) trading in the Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange; (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities or a
material disruption in commercial banking or securities settlement or clearance
services in the United States; (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis or there shall have occurred any
change in national or international financial, political or economic conditions,
the effect of which on financial markets is such as to make it, in the sole
judgment of the Representatives, impracticable or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the Final
Memorandum (exclusive of any amendment or supplement thereto).
11. Representations and Indemnities to Survive. The respective
------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Initial Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Initial Purchasers or the Company
or any of the officers, directors, employees, agents or controlling persons
referred to in Section 8 hereof, and will survive delivery of and payment for
the Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
-------
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. General Counsel (fax
no.: (212) 816?7912) and confirmed to the General Counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney
Inc. at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: General
Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to
▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President and General Counsel (fax no.: (▇▇▇) ▇▇▇-▇▇▇▇) and
confirmed to it at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, attention of the
Legal Department.
13. Successors. This Agreement will inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and, except as
18
expressly set forth in Section 5(h) hereof, no other person will have any right
or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and
--------------
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.
15. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.
16. Headings. The section headings used herein are for
--------
convenience only and shall not affect the construction hereof.
17. Definitions. The terms which follow, when used in this
-----------
Agreement, shall have the meanings indicated.
"Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.
"Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.
"Business Day" shall mean any day other than a Saturday, a Sunday
or a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in The City of New York.
"Commission" shall mean the Securities and Exchange Commission.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.
"Execution Time" shall mean the date and time that this Agreement
is executed and delivered by the parties hereto.
"Investment Company Act" shall mean the Investment Company Act of
1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.
"NASD" shall mean the National Association of Securities Dealers,
Inc.
"Regulation D" shall mean Regulation D under the Act.
"Regulation S" shall mean Regulation S under the Act.
"Rule 144A" shall mean Rule 144A under the Act.
"Trust Indenture Act" shall mean the Trust Indenture Act of 1939,
as amended, and the rules and regulations of the Commission promulgated
thereunder.
19
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this Agreement and your acceptance shall represent a binding agreement between
the Company and the several Initial Purchasers.
Very truly yours,
STEELCASE INC.
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
by
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director
For themselves and the other several Initial
Purchasers named in Schedule I to
the foregoing Agreement.
20
SCHEDULE I
Principal
Amount of Securities
Initial Purchasers to be Purchased
------------------ ---------------
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. $ 85,000,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. 135,000,000
Banc of America Securities LLC 10,000,000
Banc One Capital Markets, Inc. 10,000,000
BNP Paribas Securities Corp. 10,000,000
-------------------
Total $ 250,000,000
SCHEDULE I
Applicable Contracts
1. Credit Agreement (Long Term Multicurrency Revolving Credit
Facility) among Steelcase Inc. as a Borrower and Guarantor, the Banks Named
therein as Lenders, Citicorp USA, Inc. as Administrative Agent, SG-Chicago
Branch as Syndication Agent and BNP Paribas, Bank One, Michigan and Bank of
America, N.A. as Co-Documentation Agents dated April 5, 2000.
2. Credit Agreement (Short Term Multicurrency Revolving Credit
Facility) among Steelcase Inc. as a Borrower and Guarantor, the Banks Named
therein as Lenders, Citicorp USA, Inc. as Administrative Agent, SG-Chicago
Branch as Syndication Agent and BNP Paribas, Bank One, Michigan and Bank of
America, N.A. as Co-Documentation Agents dated April 5, 2000.
3. Dealer Agreement between Steelcase Inc. as Issuer, ▇▇▇▇▇▇▇
▇▇▇▇▇ International as Arranger, ▇▇▇▇▇▇▇, Sachs & Co., as USCP Dealer and BNP
Paribas, Citibank International plc and ▇▇▇▇▇▇▇ ▇▇▇▇▇ International as ECP
Dealers, dated June 20, 2001.
4. Issuing and Paying Agency Agreement (ECP Notes) between
Steelcase Inc. as Issuer and Bank One, NA as Issuing Agent and Paying Agent,
dated June 20, 2001.
5. Issuing and Paying Agency Agreement (USCP Notes) between
Steelcase Inc. as Issuer and Bank One, NA as Issuing Agent and Paying Agent,
dated June 20, 2001.
6. Participation Agreement (Steelcase Trust No. 2000-1) dated as
of May 26, 2000, among Steelcase Inc., First Security Bank, National
Association, First Security Trust Company of Nevada, Hatteras Funding
Corporation, the Persons Named on Schedule I thereto, the Persons Named on
Schedule II thereto and Bank of America, National Association.
7. Lease Receivables Transfer Agreement dated October 20, 1999
among Steelcase Financial Services Inc., Corporate Asset Funding Company, Inc.,
The Financial Institutions from time to time party thereto and Citicorp North
America. Omnibus Amendment No. 1 to that certain Lease Receivables Transfer
Agreement dated as of October 20, 1999, entered into as of November 15, 2001 by
and among Steelcase Inc., as guarantor, Steelcase Financial Services Inc., as
transferor and initial servicer, Corporate Asset Funding Company, Inc., as
conduit transferee, Citibank, N.A., as committed transferee, and Citicorp North
America, Inc., as agent.
8. Performance Guaranty dated October 20, 1999, by Steelcase
Inc. in favor of Corporate Asset Funding Company, Inc., the Financial
Institutions from time to
time party to the Lease Receivables Transfer Agreement and Citicorp North
America, Inc.; Omnibus Amendment No. 1 to that certain Lease Receivables
Transfer Agreement dated as of October 20, 1999, entered into as of November 15,
2001 by and among Steelcase Inc., as guarantor, Steelcase Financial Services
Inc., as transferor and initial servicer, Corporate Asset Funding Company, Inc.,
as conduit transferee, Citibank N.A., as committed transferee, and Citicorp
North America, Inc., as agent.
9. Credit Facility between Steelcase Financial Services Ltd. and
Royal Bank of Canada dated April 5, 2000.
10. Guarantee between Steelcase Inc. and Royal Bank of Canada
dated April 5, 2000.
11. Credit Facility between Steelcase Financial Services Ltd. and
Royal Bank of Canada dated May 24, 2001.
12. Guarantee between Steelcase Inc. and Royal Bank of Canada
dated May 24, 2001.
13. Loan Agreement by among Steelcase SAS, Steelcase Inc. and
Societe Generale dated April 9, 1999, as amended by the First Amendment dated
June 15, 2001.
14. Agreement and Plan of Merger by and among Steelcase Inc., PV
Acquisition Corp. and PolyVision Corporation dated August 24, 2001, as amended
by Amendment No. 1.
15. Shareholder's Agreement by and among Steelcase Inc., PV
Acquisition Inc. and The Alpine Group Inc. dated August 24, 2001
2