Exhibit 4.5
ISSUING AND PAYING AGENT AGREEMENT
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This Issuing and Paying Agency Agreement (the "Agreement"), dated as of June 20,
2001, between Steelcase Inc., a Michigan corporation (the "Issuer") and Bank
One, National Association, a national banking association (the "IPA"), as
issuing and paying agent, in connection with the issuance and payment, in book
entry only form, of certain commercial paper notes (collectively the "Notes").
The Issuer hereby appoints the IPA its agent to issue, deliver and pay such
Notes as herein set forth and for such other purposes that the Issuer may
request and as are reasonably acceptable to the IPA. The Issuer hereby agrees
with the IPA as follows:
1. Definitions.
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Terms capitalized shall have the meanings assigned them below.
"Advance" means funds credited by the IPA to or on behalf of the Issuer for
the purpose of either crediting Proceeds to the Note Account or remitting
payment on Notes.
"Agreement" means this Issuing and Paying Agency Agreement as defined in
the preamble, and includes the terms of the Exhibits.
"Business Day" means any day that both the IPA and DTC are open for
business.
"Certificate Agreement" means the Certificate Agreement dated May 17, 1994,
between DTC and the IPA (formerly known as The First National Bank of
Chicago), a copy of which is attached hereto as Exhibit C.
"Dealer" means any person other than an Issuer Agent, which has been
authorized by the Issuer to deliver Issuance Instructions to the IPA and is
listed on an Incumbency Certificate.
"DTC" means The Depository Trust Company, a New York limited purpose trust
company, and its successors and assigns.
"GAITIR" means the Global Automated Issuance Trade Initiator and Reporter
system.
"Incumbency Certificate" means the certificate of the Issuer, substantially
in the form of Exhibit A, executed by its Secretary or any of its Assistant
Secretaries, which identifies Issuer Agents and Dealers from time to time.
"Indemnified Persons" means the IPA and its officers, directors, employees,
and agents.
"Issuance Instructions" means the instructions as to issuance of Notes
delivered to the IPA by an Issuer Agent or Dealer pursuant to Section 3.B.
of the Agreement.
"Issuer Agents" means those officers, employees, or agents of the Issuer
identified on an Incumbency Certificate the Issuer has authorized to
execute Notes, deliver Note Issuance Instructions, and deliver other
notices hereunder to the IPA.
"Manual" means the DTC Money Market Instrument Issuing/Paying Agent Manual,
as modified from time to time, including the rules of the DTC Same Day
Funds Settlement System, Money Market Instruments Program.
"Maturity Date" means the date any Note is payable by its terms.
"Note" or "Notes" means the commercial paper notes of the Issuer issued
pursuant to the Agreement and identified on the records of the IPA as
evidenced by the Issuer's Corporate Commercial Paper Master Note
substantially in the form set forth in Exhibit B.
"Note Account" means the Issuer's demand deposit account number 1088202
established at the IPA pursuant to Section 6.A.
"Proceeds" means, with respect to any Note, funds representing the purchase
price for its original issuance.
"Representation Letter" means the agreement by and among the IPA, the
Issuer and DTC with respect to the Notes substantially in the form set
forth in Exhibit D.
2. Authorization.
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The Issuer shall deliver to the IPA upon execution of this Agreement an
Incumbency Certificate to designate the Issuer Agents and Dealers to the
IPA. Until the IPA receives a subsequent Incumbency Certificate from the
Issuer, it may rely on the last such Incumbency Certificate delivered to
it. Any Note bearing the signature of an Issuer Agent on the date such
signature is affixed thereto shall bind the Issuer after the authentication
and delivery of such Note even if such person shall have ceased to hold his
or her office on the date such Note is authenticated and delivered.
3. Notes.
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A. The Notes shall be issued to DTC or its nominee in book-entry form
only. In connection with the issuance of Notes, (i) the IPA and DTC
have previously entered into the Certificate Agreement and (ii) the
IPA, the Issuer and DTC shall jointly execute the Representation
Letter. The Issuer understands and acknowledges that the execution of
the Certificate Agreement and the Representation Letter by the IPA is
a necessary condition precedent to the acceptance of the Notes by DTC
and as such the terms of the Certificate Agreement and the
Representation Letter (a copy of each of which is attached hereto and
incorporated by reference herein) may supplement the provisions of
this Agreement.
B. Prior to 12:00 noon (Chicago time) on each issuance date, an Issuer
Agent or Dealer shall provide the IPA with Issuance Instructions
specifying the issue date, interest rate (if applicable), maturity
date (which shall be no later than 365 days from the date of issuance
thereof), proceeds amount, maturity amount, CUSIP number, purchaser
and purchaser's settlement bank (which bank must be a participant in
the DTC Same Day Funds Settlement System).
C. Following receipt of Issuance Instructions, the IPA will process such
Issuance Instructions in accordance with and subject to (i) this
Agreement, (ii) the procedures set forth in the Manual, (iii) the
terms and conditions of the Certificate Agreement and (iv) the terms
and conditions of the Representation Letter. Unless otherwise
instructed by an Issuer Agent or Dealer, Notes delivered under this
Agreement shall be made against payment as more fully set forth in
Section 4 below. In the event of a conflict between the terms of this
Agreement and the terms of the Manual, the Certificate Agreement, or
the Representation Letter, the provisions of this Agreement shall
control.
4. Proceeds of Sale of Notes.
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A. The Issuer understands that when the IPA is instructed to deliver
against payment, the processing of Issuance Instructions may not be
completed simultaneously against the receipt of payment. Accordingly,
the IPA is authorized to initiate delivery and to receive payment from
the purchaser in accordance with the provisions of the Manual. All
such payments shall be credited upon receipt to the Note Account. The
Issuer hereby agrees to bear the risk that the IPA may fail to receive
payment of the Proceeds of any Notes issued pursuant
to Issuance Instructions.
B. Funds received by the IPA as Proceeds will be credited to the Note
Account. Prior to receipt of such Proceeds, the IPA may, but shall
not be obligated to, credit such Proceeds to the Issuer by making an
Advance. Upon telephonic, written (which may be in facsimile form),
or electronic instructions received by the IPA from an Issuer Agent,
an Advance may be (i) used in payment of Notes presented for payment
upon maturity, (ii) deposited to an account of the Issuer at the IPA
or (iii) transferred to the account of the Issuer at another bank. If
the IPA, in its sole discretion, makes an Advance, the Issuer agrees
to apply the Proceeds to repay such Advance. If such Proceeds are
insufficient to repay the Advance in full, the Issuer agrees to repay
such Advance within 24 hours from the time such Advance was made. The
Issuer shall repay to the IPA such Advance and the cost of funding
such Advance (such funding cost will be determined by the IPA and the
IPA shall provide evidence thereof to the Issuer).
5. Instructions
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A. The Issuer hereby authorizes the IPA to act in accordance with
Issuance Instructions received electronically, in writing, by
facsimile or by telephone from an Issuer Agent or the Dealer. The
Issuer or the Dealer may initiate Issuance Instructions electronically
via GAITIR or otherwise in accordance with the IPA's standard business
practices. The IPA shall be entitled to rely on the Issuance
Instructions received electronically hereunder and may assume
conclusively that all such Issuance Instructions are correct and
complete and were transmitted by the Issuer or on the Issuer's behalf.
B. Telephonic Issuance Instructions shall be given to the IPA by an
Issuer Agent or the Dealer at the telephone number specified by the
IPA from time to time for such purpose, and shall be expressed to be
for the attention of any of its officers or employees whose name has
been specified for such purpose. The telephone numbers initially
authorized for such purpose are set forth in Exhibit E, which may be
modified by notice to the Issuer and each Dealer. Telephonic Issuance
Instructions to the IPA by an Issuer Agent or Dealer shall be
confirmed in writing by an Issuer Agent or Dealer within 24 hours of
the time such instruction is given; provided that, in the event a
discrepancy exists between the telephonic Issuance Instructions and
the subsequent confirmation, or in the absence of receiving a written
confirmation prior to the time specified in Sections 3.B. above, the
Telephonic Issuance Instructions shall be deemed the proper and
controlling Issuance Instructions. A written confirmation may be
effected by any electronic means of communications, including
transmission by telecopier or computer.
6. Note Account.
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A. For purposes of the transactions contemplated herein, the Issuer shall
open and maintain the Note Account.
B. Deposits will be made to the Note Account from time to time by or on
behalf of the Issuer by delivery of funds to be deposited therein.
All Proceeds shall be credited to the Note Account. Withdrawals or
other uses of the funds from the Note Account shall be made in
accordance with instructions from an Issuer Agent or to repay amounts
payable under Sections 4.B. or 7.D. hereof. Notwithstanding anything
in this Agreement to the contrary, the IPA shall not be obligated (i)
to permit any withdrawal or other use of funds from the Note Account,
or (ii) to honor any instructions to those effects, if the IPA, in its
sole discretion, shall determine that as a result there would be an
overdraft or negative balance in respect of final credits (whether in
the course of any day, overnight or otherwise) in the Note Account.
The Issuer shall deposit in the Note Account on the Maturity Date an
amount in immediately available funds equal to the principal and
interest payable on such Notes, unless such funds represent Proceeds
and are deposited to the Note Account pursuant to Section 4.B.
7. Payment of Notes.
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A. The IPA hereby agrees to serve as paying agent of the Issuer with
respect to each of the Notes presented for payment pursuant to this
Agreement.
B. The IPA is hereby authorized and instructed by the Issuer, to the
extent that funds sufficient to effect such payment are available in
the Note Account, to pay, and shall pay, each of the Notes upon
presentation thereof. The IPA is further hereby authorized and
instructed by the Issuer to debit the Note Account in the amount of
each such payment.
C. If at any time funds in the Note Account are insufficient to cover
payment of any matured Notes presented prior to 2:00 p.m. (Chicago
time) on the Maturity Date of such Notes, the IPA may, but shall not
be obligated to, pay the Notes thus creating an overdraft for the
account of the Issuer, which overdraft shall be charged to the Note
Account.
D. The amount of any resulting overdraft shall represent an Advance by
the IPA to the Issuer to be promptly repaid by the Issuer together
with any applicable overdraft charges and interest on such advance for
each day such Advance remains outstanding in accordance with Section
4.B.
8. Representations and Warranties.
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Each day on which an Issuance Instruction is given to the IPA, the Issuer
shall be deemed to represent and warrant to the IPA that (a) the issuance
and delivery of the designated Notes will not violate any state or federal
securities law, (b) the Notes have been duly and validly authorized by the
Issuer and (c) the Notes, when issued and delivered pursuant hereto, will
constitute the legal, valid, and binding obligations of the Issuer.
9. Concerning the IPA.
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A. In acting with respect to the Notes, and generally in acting under the
provisions hereof, the IPA acts only as agent of the Issuer to perform
only such duties as are specifically set forth herein and this
Agreement shall not be construed to subject the IPA to any implied
covenants or obligations. No provision of this Agreement shall be
construed to impose upon the IPA any trust, agency of, or fiduciary
duty to DTC or any beneficial owner of the Notes. The IPA may execute
any of the powers hereunder or perform any duties hereunder either
directly or by or through agents or affiliates. The IPA or its
affiliates in their individual or any other capacity may become the
owner or pledgee of Notes and may transact business with the Issuer or
its affiliates with the same rights they would have if the IPA were
not acting hereunder. The IPA shall be under no liability for
interest on any moneys received by it hereunder and need not segregate
such moneys except as may be required by law. Except in the case of
the IPA's gross negligence or willful misconduct, it shall not be
liable to the Issuer for any action taken or omitted and reasonably
believed by the IPA to be authorized or within the powers conferred
upon it hereby. In no event shall the IPA be liable for
consequential, indirect or special damages, even if it has been
advised of the possibility of such damages. The IPA shall also not be
liable for any action taken, or any failure to take any action in
connection with this Agreement or
the services provided hereunder or otherwise to fulfill its
obligations in connection with this Agreement, in the event and to the
extent that the taking of such action or such failure arises out of or
is caused by mechanical breakdown, computer or system failure or other
failure of equipment, failure or malfunctioning of any communications
media for whatever reason, or any other cause outside of the control
of the IPA, provided that it undertakes to use commercially reasonable
efforts to cure any such failure or breakdown of its equipment. It is
understood by the Issuer that provision of services under this
Agreement is dependent upon the availability to the IPA and the Issuer
of telecommunication facilities provided by third party vendors and
that the IPA does not warrant or guarantee such availability.
B. The Issuer shall indemnify and hold the Indemnified Persons harmless
from and against any and all costs, expenses, claims or liabilities
(including, without limitation, reasonable legal fees and expenses)
arising out of or connected with the performance of each Indemnified
Person's duties hereunder, except for costs, expenses, claims or
liabilities arising out of the gross negligence or willful misconduct
of an Indemnified Person. Each Indemnified Person may rely and shall
be protected in acting upon any resolution, certificate, opinion,
instructions (whether oral or otherwise), receipt, or other document
reasonably believed by such Indemnified Person to be (i) genuine and
(ii) to have been signed or given by the proper party or parties.
C. Fees for the IPA's services, and reimbursement of its expenses
hereunder shall be as mutually agreed upon in writing between the IPA
and the Issuer, which are initially set forth as Exhibit F, and shall
be payable by the Issuer in accordance with such agreement.
D. Except as otherwise expressly provided herein, whenever, in the
administration of this Agreement, the IPA shall deem it necessary that
a matter be proved or established prior to taking, suffering or
omitting any action hereunder, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate or written
instructions of an Issuer Agent and such certificate or written
instructions shall be full warranty to the IPA for any action taken,
suffered, or omitted under the provisions of this Agreement in
reliance upon such certificate or written instructions.
E. Any banking association or corporation into which the IPA may be
merged, converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to
which it shall be a party, shall succeed to all its rights,
obligations and immunities hereunder without the execution or filing
of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
F. The IPA's countersignature of a Note shall be for authentication
purposes only. The IPA shall have no liability on any Notes. Except
with respect to the IPA's own actions in issuing and delivering Notes
pursuant to Issuance Instructions, it shall not be liable for the
authorization, validity or legality of any Notes delivered by it in
accordance with Issuance Instructions.
G. Nothing in this Agreement constitutes a commitment or obligation of
the IPA or its affiliates to extend any credit to the Issuer, nor
shall any course of dealing between the Issuer and the IPA be deemed
to be, or constitute, any such commitment or obligation.
10. Miscellaneous.
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A. The IPA or the Issuer may terminate this Agreement upon one (1) days'
prior written notice to the other party; provided, however, that to
the extent there are then outstanding any Notes, notwithstanding such
termination they shall remain valid obligations of the Issuer and
shall continue to be subject to the provisions of this Agreement . No
termination of this Agreement shall affect the rights and obligations
of the parties hereto with respect to transactions initiated prior to
such termination. In the event that the IPA shall give the Issuer
notice of termination, the Issuer shall not issue on or after the date
of such notice any Notes (pursuant to the terms of this Agreement)
having a maturity in excess of thirty (30) days.
B. No amendment or modification of this Agreement shall be effective
unless the same shall be in writing and signed by both of the parties
hereto. No waiver of, nor any consent to any departure from, any
provision of this Agreement shall be effective unless signed by the
party intended to be bound. No such amendment, modification, waiver
or consent shall adversely affect the rights of any holder of Notes
outstanding at the time of such amendment, modification, waiver or
consent.
C. Any obligation under this Agreement or the Notes that falls on a day
that is not a Business Day shall be performed on the next succeeding
Business Day.
D. Neither party hereto may assign any of its rights or obligations
hereunder without the consent of the other party hereto.
E. This Agreement may be executed in any number of counterparts and by
each party hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts taken together shall constitute
one and the same Agreement.
11. Notices.
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Any notices, demands, instructions and other communications required or
permitted to be given or made upon either party shall be in writing and
shall be personally delivered or sent by first class mail, postage prepaid
(or telecopier, as permitted hereunder), and shall be effective for
purposes of this Agreement upon receipt by the intended recipient thereof
at the address designated by such recipient, or on the next succeeding
Business Day if received on other than a Business Day. Unless otherwise
specified in a notice sent or delivered in accordance with the foregoing
provisions of this paragraph (or with respect to Issuance Instructions, as
permitted hereunder), notices, demands, instructions and other
communications in writing shall be addressed as indicated below:
If to the IPA: Bank One, National Association
1 Bank One Plaza
Suite IL1-0823
Chicago, Illinois 60670-0823
Attn: Commercial Paper Customer
Service
Telephone: (312) 407-4722
Telecopier: (312) 336-8840
If to the Issuer: Steelcase, Inc.
901 44/th/ Street, S.E.
Grand Rapids, MI 49508
Attn: Treasury
Telephone: (616) 247 2710
Telecopier: (616) 247-3040
12. GAITIR License
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A. The IPA grants, if applicable, to the Issuer a personal, non-
transferable and non-exclusive license to use the instruction and
reporting communication software, GAITIR, to transmit Issuance
Instructions made pursuant to Section 3 hereof and to obtain reports
with respect to the Notes. The Issuer acknowledges that (a) GAITIR IS
PROVIDED TO THE ISSUER "AS IS" WITHOUT WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER BY THE IPA OR ANY THIRD
PARTY VENDOR, INCLUDING BUT NOT LIMITED, TO THE IMPLIED WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (b) GAITIR is
proprietary and confidential property disclosed to the Issuer in
confidence and only on the terms and conditions and for purposes set
forth in this Agreement, and (c) GAITIR is a registered trademark of
Bank One Corporation.
B. By this Agreement, the Issuer acquires no title, ownership or
sublicensing rights whatsoever in GAITIR or in any trade secret,
trademark, copyright or patent of the IPA now or to become applicable
to GAITIR. The Issuer may not transfer, sublicense, assign, rent,
lease, convey, modify, translate, convert to a programming language,
decompile, disassemble, recirculate, republish or redistribute GAITIR
for any purpose without the prior written consent of the IPA,
provided; however, that the Issuer may make two (2) additional copies
of the software for back-up purposes only without prior written
consent of the IPA. The Issuer shall commercially reasonable efforts
to secure and protect GAITIR against any disclosure or transfer of any
part thereof to any third party.
C. In the event (a) any action is taken or threatened which may result in
a disclosure or transfer of GAITIR or any part thereof, other than as
authorized by this Agreement, or (b) the use of any trademark, trade
name, service mark, service name, copyright or patent of the IPA by
the Issuer amounts to unfair competition, or otherwise constitutes a
possible violation of any kind, then the IPA shall have the right to
take any and all action deemed necessary to protect their rights in
GAITIR, and to avoid the substantial and irreparable damage which
would result from such disclosure, transfer or use, including the
immediate termination of the Issuer's right to use GAITIR.
D. To permit the use of GAITIR to issue Instructions and/or obtain
reports with respect to the Notes, the IPA will supply the Issuer with
an
identification number and initial passwords. From time to time
thereafter, the Issuer may change its passwords directly through
GAITIR. The Issuer will keep all information relating to its
identification number and passwords strictly confidential and will be
responsible for the maintenance of adequate security over its customer
identification number and passwords.
13. GOVERNING LAW.
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THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAW OF THE STATE OF NEW YORK (EXCLUDING ITS CONFLICTS OF LAWS
RULES).
14. Entire Agreement.
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This Agreement together with the Exhibits, constitute the entire agreement
between the IPA and the Issuer relating to the subject matter hereof, and
supersedes all proposals and all other communications between the parties
relating hereto.
Steelcase Inc.
By: /s/ Gary P. Malburg
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Name: Gary P. Malburg
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Title: Vice President & Treasurer
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BANK ONE, National Association,
as Issuing and Paying Agent
By: /s/ Tamra Amos
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Name: Tamra Amos
Title: Account Executive
LIST OF EXHIBITS
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Exhibit A Issuer of Incumbency Certificates
Exhibit B Form of Master Note
Exhibit C Commercial Paper Certificate Agreement
Exhibit D Issuer/IPA/DTC Representation Letter
Exhibit E Telephone Numbers for Telephonic Issuance
Instructions to the IPA
Exhibit F IPA Fee Schedule
EXHIBIT A
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ISSUER INCUMBENCY CERTIFICATE
EXHIBIT A
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ISSUER INCUMBENCY CERTIFICATE
I do hereby certify that I am the duly elected and qualified Assistant Secretary
of Steelcase Inc., a corporation organized and existing under the laws of the
State of Michigan (the "Issuer") and that I am in possession of its corporate
records.
I do further certify that as of the date of this Certificate each of the
following persons is: (a) a duly authorized officer or agent of the Issuer; (b)
an Issuer Agent for purposes of the Issuing and Paying Agency Agreement (the
Agreement), dated as of June 20, 2001, between the Issuer and Bank One, National
Association; and (c) authorized to execute Notes on behalf of the Issuer and to
act and to give instructions and notices on behalf of the Issuer pursuant to
said Issuing and Paying Agency Agreement, and that the signature set forth
opposite the name of such person is his or her genuine signature:
NAME AND TITLE OF ISSUER AGENT SIGNATURE
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Brian Higgins
Director - Shared Services, International Finance /s/ Brian Higgins
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James P. Keane
Senior Vice President and Chief Financial Officer /s/ James P. Keane
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Nancy Kocsis
Manager, Treasury Services /s/ Nancy Kocsis
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Gary Malburg
Vice President, Finance and Treasurer /s/ Gary Malburg
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Brian O'Donnell
Director, Treasury Services /s/ Brian O'Donnell
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Corinne Stainnack
Treasurer - Europe /s/ Corinne Stainnack
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Dave Sylvester
Vice President, International Finance /s/ Dave Sylvester
------------------------
I further certify that each of the entities listed below is a Dealer under the
Agreement:
Goldman, Sachs & Co.
Goldman Sachs International [SEAL]
BNP PARIBAS
Citibank International plc
IN WITNESS WHEREOF, I have hereunto set my hand this 20/th/ day of June, 2001.
STEELCASE INC.
/s/ Sheila C. Dayton
-----------------------------------
Sheila Dayton
Vice President, General Counsel and
Assistant Secretary
EXHIBIT B
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FORM OF MASTER NOTE
CORPORATE COMMERCIAL PAPER - MASTER NOTE
June 20, 2001
STEELCASE, INC. ("Issuer"), for value received, hereby promises to pay to Cede &
Co., as nominee of The Depository Trust Company, or to registered assigns: (i)
the principal amount, together with unpaid accrued interest thereon, if any, on
the maturity date of each obligation identified on the records of Issuer (the
"Underlying Records") as being evidenced by this Master Note, which Underlying
Records are maintained by BANK ONE, NATIONAL ASSOCIATION ("Paying Agent"); (ii)
interest on the principal amount of each such obligation that is payable in
installments, if any, on the due date of each installment, as specified on the
Underlying Records; and (iii) the principal amount of each such obligation that
is payable in installments, if any, on the due date of each installment, as
specified on the Underlying Records. Interest shall be calculated at the rate
and according to the calculation convention specified on the Underlying Records.
Payments shall be made by wire transfer to the registered owner from Paying
Agent without the necessity of presentation and surrender of this Master Note.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET
FORTH ON THE REVERSE HEREOF.
This Master Note is a valid and binding obligation of Issuer.
Not Valid Unless Countersigned for Authentication by Paying Agent.
BANK ONE, NATIONAL ASSOCIATION STEELCASE, INC.
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Paying Agent Issuer
By: /s/ Tamra Amos By: /s/Gary P. Malburg
-------------------------- ------------------------------
Authorized Counter-Signator Authorized Signature
_________________________________
Guarantor
_________________________________
Authorized Signature
At the request of the registered owner, Issuer shall promptly issue and
deliver one or more separate note certificates evidencing each Sum Deposited
evidenced by this Master Note. As of the date any such note certificate or
certificates are issued, the Sums Deposited which are evidenced thereby shall no
longer be evidenced by this Master Note.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
________________________________________________________________________________
(Name, Address, and Taxpayer Identification Number of Assignee)
the Master Note and all rights thereunder, hereby irrevocably constituting and
appointing __________________attorney to transfer said Master Note on the books
of Issuer with full power of substitution in the premises.
Dated: __________________________
Signature(s) Guaranteed: (Signature)
NOTICE: The signature on this assignment
must correspond with the name as written
upon the face of this Master Note. In every
particular, without alteration or enlargement
or any change whatsoever.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EXHIBIT C
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COMMERCIAL PAPER CERTIFICATE AGREEMENT
BOOK-ENTRY-ONLY MONEY MARKET INSTRUMENT
(MASTER NOTE) PROGRAM
Certificate Agreement
This Agreement is dated as of May 17, 1994, by and between The Depository
Trust Company ("DTC") and The First National Bank of Chicago.
Whereas, Custodian performs, as agents of the issuers, certain paying
agency functions with respect to one or more issues of money market instrument
notes issued under the programs listed on Exhibit A, as it may be amended in
writing with the addition or deletion of a program from time to time by the
parties (the "Securities"); and
Whereas, in order to enhance the efficiency of the processes for issuing
and redeeming such Securities, Custodian has agreed to act as custodian of
master note certificates registered in the name of DTC's nominee, Cede & Co.,
evidencing the Securities (the "Certificates") and has established procedures to
perform the services hereinafter set forth.
Now, therefore, in consideration of the representations, warranties, and
covenants herein contained the parties agree as follows:
1. Custodian shall assure that each Certificate held pursuant to this
Agreement shall be in registered form, registered in the name of Cede &
Co., and shall bear the following legend:
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
Issuer of its agent for registration of transfer, exchange, or
payment, and any certificate be issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC). ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co. has an interest herein.
Custodian agrees that the foregoing provisions of this Paragraph
constitutes as to Custodian a timely written notice of an adverse claim by
DTC as to each such Certificate regardless of whether the legend actually
appears thereon.
2. Subsequent to the issuance of Certificates, Custodian shall hold the
Certificates awaiting DTC's instructions. On receipt of instructions from
DTC, and except as hereinafter provided, Custodian shall deliver to DTC or
as directed by DTC any or all Securities or Certificates held for DTC in
accordance with such instructions.
3. Custodian shall confirm to DTC the amount of Securities evidenced by each
Certificate on a daily or other periodic basis, as DTC may reasonably
request.
4. As between DTC and Custodian (including, without limitation, its creditors,
lien holders, and pledgees), the Securities evidenced by a Certificate and
such Certificate shall be deemed to be the sole property of DTC. Custodian
shall not by reason of any provision of this Agreement or the delivery to
it pf Securities in connection with their issuance obtain any legal or
equitable right, title or interest in or to Securities evidenced by such
certificate.
5. Custodian shall itself at all times hold all Certificates in one of its
secured areas.
6. (a) Notwithstanding any event whatsoever, other than an event described in
subparagraph (b) of this Paragraph or in the proviso to Paragraph 8,
Custodian shall, upon the request of DTC deliver or make available to DTC
any or all Securities or Certificates within 24 hours after receipt of such
request, except that custodian shall not be requested hereby to deliver or
make available Securities or Certificates to DTC on a day that Custodian is
not open for business.
(b) Custodian shall notify DTC immediately after it determines that any
Securities or Certificates received by it from the issuer, deliverable by
it to DTC, or held by it pursuant to the provisions of this Agreement has
apparently been lost, destroyed, wrongfully taken, or is unaccounted for by
Custodian (each, a "Missing Security"). Custodian shall promptly replace
any Missing Security without cost to DTC.
7. Custodian represents and warrants that it is insured under an insurance
policy in the form of Financial Institution Bond Standard Form 24, or
similar coverage, In the amount of $100,000,000.00, with a deductible of
$5,000,000.00, which Custodian reasonably believes to be adequate to cover
all losses under all programs that Custodian has and shall have with DTC.
Custodian will deliver promptly to DTC, if DTC so requests, a writing
signed by its insurance broker or agent which evidences the existence of
such insurance coverage in such amount and with such deductible, and
Custodian
covenants and agrees to maintain as its expense such insurance (or a
comparable plan of insurance) in no less amount, no greater deductible, and
with like coverage during the term of this Agreement, subject to its right
to cancel, decrease, or limit the same. Custodian shall notify DTC promptly
in writing of any material changes in such insurance coverage. Custodian
shall, prior to the first anniversary of the date of this Agreement and
prior to each succeeding anniversary of this Agreement during its term,
deliver promptly to DTC, if DTC so requests, a writing signed by its
insurance broker or agent which shall evidence the amount, deductible, and
coverage of Custodian's insurance and shall state whether or not such
insurance is equivalent to Financial Institution Bond Standard Form 24.
Custodian agrees that whenever Custodian ships Securities or Certificates
to DTC, Custodian shall either provide adequate insurance coverage or
require such coverage from the carrier of the Securities or Certificates,
such coverage to cover losses of Securities or Certificates while in
transit and until received. Custodian shall, if DTC so requests, promptly
furnish DTC with documentation evidencing the amount, deductible, and
coverage of the insurance provided by Custodian for any such shipment of
Securities or Certificates.
8. Custodian agrees that it shall not for any reason, including the assertion
of any claim, right, or lien of any kind, refuse or refrain from delivering
any Securities or Certificates to or as directed by DTC, in accordance with
the terms of this Agreement: provided, however, that if Custodian shall be
served with a notice of levy, seizure, or similar notice, order, or
judgment, issued or directed by a governmental agency or court, or an
officer thereof, having jurisdiction over Custodian, which on its face
affects Securities evidenced by Certificates in the possession of Custodian
pursuant to the provisions hereof, Custodian may, pending further direction
of such governmental agency or court, refuse or refrain from delivery or
making available to DTC in contravention of such notice or levy, seizure,
or similar notice, order, or judgment. Securities not greater in amount
than the Securities which are affected by such notice of levy, seizure, or
similar notice, order, or judgment on the face thereof.
9. Custodian may act relative to this Agreement to reliance upon advice of
counsel in reference to any matters connected with its duties under this
Agreement, and shall not be liable for any mistake of fact or error of
judgment, or for any acts or omissions to act of any kind, unless caused by
its own negligence.
10. Custodian may at any time, without any resulting liability to itself, act
under this Agreement in reliance upon the signature of any person who it
reasonably believes has authority to act for DTC with respect to this
Agreement, but Custodian shall not be required so to act, and may in its
discretion at any time require such evidence of the authenticity of such
signature and of the authority of the person acting for DTC as may be
satisfactory to Custodian.
11. So long as this Agreement remains in effect as to any issue of Securities,
Custodian shall furnish to DTC as soon as available, a copy of any report
on the adequacy of Custodian's internal accounting control procedures
relating to the safeguarding of securities in its custody prepared for any
regulatory agency by Custodian's independent outside auditor.
12. This Agreement may be terminated by either party upon ten business days'
prior written notice to the other party. In the event of the termination of
this Agreement or the termination hereunder of this Agreement as to issues
of Securities evidenced by specific Certificates, it shall be deemed that
Custodian has received as of the time of such termination a request by DTC
within the meaning of Paragraph 6(a) with regard to (i) all Securities or
Certificates subject hereto if this Agreement is terminated; or (ii) the
specific Securities or Certificates in respect of which this Agreement
shall terminate.
13. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to principles of
conflicts of law.
14. All notices, instructions, requests, and other communications required or
contemplated by this Agreement shall be in writing, shall be delivered by
hand or sent, postage prepaid, by certified or registered mail, return
receipt requested, and shall be addressed to Custodian at One First
National Plaza, Attn: Ronald Thalheimer, Vice President, and to DTC at
49/th/ Floor, 35 Water Street, New York, NY 10041-0099, Attn: General
Counsel. Notice given as aforesaid shall be deemed given upon the receipt
thereof. Either party may change the address to which notices shall be sent
upon notice to the other in the manner hereinabove provided.
15. (a) Custodian agrees to indemnify and hold harmless DTC from and against
any and all losses, liabilities, claims, penalties, charges, and expenses
(including reasonable counsel fees and expenses) suffered or incurred by or
asserted or assessed against DTC by reason of Custodian's negligent action
or negligent failure to act: provided, however, that should Custodian be
held to be negligent hereunder and should DTC be held to have been
contributorily negligent in connection therewith, then the aforementioned
liability shall be shared between Custodian and DTC in such proportion as
may be set forth in any decision of a court or other tribunal having
jurisdiction, unless Custodian
and DTC shall agree in writing to share such liability in a different
proportion.
(b) DTC agrees to indemnify and hold harmless Custodian from and against
any and all losses, liabilities, claims, taxes, assessments, penalties,
charges, and expenses (including reasonable counsel fees and expenses)
suffered or incurred by or asserted or assessed against Custodian by reason
of any action pursuant to this Agreement or following the instructions of
DTC in connection with the performance of its duties under this Agreement
where Custodian has acted in good faith and without negligence, provided,
however, that should Custodian be held to be negligent hereunder and should
DTC be held to have been contributorily negligent in connection therewith,
then the aforementioned liability shall be shared between Custodian and DTC
in such proportion as may be set forth in any decisions of a court or other
tribunal having jurisdiction, unless Custodian and DTC shall agree in
writing to share such liability in a different proportion.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
The First National Bank of Chicago THE DEPOSITORY TRUST COMPANY
By: /s/ Ronald Thalheimer By: /s/ Richard B. Nesson
------------------------------ --------------------------
Vice President General Counsel
---------------------------------- ------------------------------
(Title) (Title)
/s/ Luiz N. Rivera
----------------------------------
(Attest)
BOOK-ENTRY-ONLY MONEY MARKET INSTRUMENT
(MASTER NOTE) PROGRAM
EXHIBIT A
---------
EXHIBIT A of Certificate Agreement dated as of
________________________, 199 ____ between The Depository Trust Company and
_____________________________.
("Custodian")
Master
Note
Issuer Name Program* Date of Issuance
----------- -------- -----------------
______________________
* As applicable (i) series designator; (ii) rank of indebtedness; and (iii)
reference to the provision of the Securities Act of 1933, as amended, pursuant
to which the Program is exempt from registration.
EXHIBIT D
---------
ISSUER/IPA/DTC REPRESENTATION LETTER
Book-Entry-Only Corporate Commercial Paper
(Master Note) Program
Letter of Representations
(To be Completed by Issuer, Issuing Agent and Paying Agent)
STEELCASE INC.
----------------------------------------------------------------
[Name of Issuer]
BANK ONE, NATIONAL ASSOCIATION / #1504
----------------------------------------------------------------
[Name and DTC Participant Number of Issuing Agent]
BANK ONE, NATIONAL ASSOCIATION / #1504
-----------------------------------------------------------------
[Name and DTC Participant Number of Paying Agent]
June 20, 2001
------------------------
[Date]
Attention: Underwriting Department
The Depository Trust Company
55 Water Street 19th Floor
New York, NY 10041-0099
Re: STEELCASE INC.
-----------------------------------------------------------------------
COMMERCIAL PAPER PROGRAM EXEMPT FROM REGISTRATION
---------------------------------------------------------------------------
PURSUANT TO SECTION 4 (2) OF THE SECURITIES ACT OF 1933
---------------------------------------------------------------------------
[Description of Program, including reference to the provision of the
Securities Act of 1933, as amended, pursuant to which Program is exempt
from registration.]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the issuance by Issuer from time to time of notes under its
Commercial Paper program described above (the "Securities"). Issuing Agent shall
act as issuing agent with respect to the Securities. Paying Agent shall act as
paying agent or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a prospectus supplement, offering
circular, or other such document authorizing the issuance of the Securities
dated as of June 20, 2001. Paying Agent has entered into a Money Market
Instrument or Commercial Paper Certificate Agreement with The Depository Trust
Company ("DTC") dated as of May 17, 1994, pursuant to which Paying Agent shall
act as custodian of a Master Note Certificate evidencing the Securities, when
issued. Paying Agent shall amend Exhibit A to such Certificate Agreement to
include the program described above, prior to issuance of the Securities.
To induce DTC to accept the Securities as eligible for deposit at DTC and to act
in accordance with its Rules with respect to the Securities, Issuer, Issuing
Agent, and Paying Agent make the following representations to DTC:
1. The Securities shall be evidenced by a Master Note Certificate in registered
form registered in the name of DTC's nominee, Cede & Co., and such Master Note
Certificate shall represent 100% of the principal amount of the Securities. The
Master Note Certificate shall include the substance of all material provisions
set forth in the DTC model Commercial Paper Master Note, a copy of which
previously has been furnished to Issuing Agent and Paying Agent, and may include
additional provisions as long as they do not conflict with the material
provisions set forth in the DTC model.
2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its participants ("Participants") or to any person having an
interest in the Securities any information contained in the Master Note
Certificate; and (b) acknowledges that neither DTC's Participants nor any person
having an interest in the Securities shall be deemed to have notice of the
provisions of the Master Note Certificate by virtue of submission of such
Certificate to DTC.
3. For Securities to be issued at a discount from the face value to be paid at
maturity ("Discount Securities"), Issuer or Issuing Agent has obtained from the
CUSIP Service Bureau a written list of two basic six-character CUSIP numbers
(each of which uniquely identifies Issuer and two years of maturity dates for
the Discount Securities to be issued under its Commercial Paper program
described above). The CUSIP numbers on such list have been reserved for future
assignment to issues of the Discount Securities based on the maturity year of
the Discount Securities and will be perpetually reassignable in accordance with
DTC's Procedures, including DTC's Final Plan for DTC Money Market Programs and
DTC's Issuing/Paying Agent General Operating Procedures for Corporate Commercial
Paper (the "Procedures"), a copy of which previously has been furnished to
Issuing Agent and Paying Agent.
-2-
For Securities to be issued at face value with interest to be paid at maturity
only or periodically ("Interest Bearing Securities"), Issuer or Issuing Agent
has obtained from the CUSIP Service Bureau a written list of approximately 900
nine-character numbers (the basic first six characters of which are the same and
uniquely identify Issuer and the Interest Bearing Securities to be issued under
its Commercial Paper program described above). The CUSIP numbers on such list
have been reserved for future assignment to issues of the Interest Bearing
Securities. At any time when fewer than 100 of the CUSIP numbers on such list
remain unassigned, Issuer or Issuing Agent shall promptly obtain from the CUSIP
Service Bureau an additional written list of approximately 900 such numbers.
4. When Securities are to be issued through DTC, Issuing Agent shall notify
Paying Agent and shall give issuance instructions to DTC in accordance with the
Procedures. The giving of such issuance instructions, which include delivery
instructions, to DTC shall constitute: (a) a representation that the Securities
are issued in accordance with applicable law; and (b) a confirmation that the
Master Note Certificate evidencing such Securities, in the form described in
Paragraph 1, has been issued and authenticated.
5. Issuer recognizes that DTC does not in any way undertake to, and shall not
have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any self-
regulatory organizations (as defined under the Securities Exchange Act of 1934);
or (f) any other local, state, or federal laws or regulations thereunder.
6. Notwithstanding anything set forth in any document relating to a letter of
credit facility, neither DTC nor Cede & Co. shall have any obligations or
responsibilities relating to the letter of credit facility, if any, unless such
obligations or responsibilities are expressly set forth herein.
7. If issuance of Securities through DTC is scheduled to take place one or more
days after Issuing Agent has given issuance instructions to DTC, Issuing Agent
may cancel such issuance by giving a cancellation instruction to DTC in
accordance with the Procedures.
8. At any time that Paying Agent has Securities in its DTC accounts, it may
request withdrawal of such Securities from DTC by giving a withdrawal
instruction to DTC in accordance with the Procedures. Upon DTC's acceptance of
such withdrawal instruction, Paying Agent shall reduce the principal amount of
the Securities evidenced by the Master Note Certificate accordingly.
9. In the event of any solicitation of consents from or voting by holders of the
Securities, Issuer, Issuing Agent, or Paying Agent shall establish a record date
for such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC's
Reorganization Department, Proxy Unit no fewer than 15 calendar days in advance
of such record date. If sent by telecopy, such notice shall be directed to (212)
855-5181 or (212) 855-5182. If the party sending the notice does not receive a
telecopy receipt from DTC, such
-3-
party shall telephone (212) 855-5187 to confirm receipt. Notice to DTC pursuant
to this Paragraph, by mail or by any other means, shall be sent to:
Supervisor, Proxy Unit
Reorganization Department
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099
10. Paying Agent may override DTC's determination of interest and principal
payment dates, in accordance with the Procedures.
11. Notice regarding the amount of variable interest and principal payments on
the Securities shall be given to DTC by Paying Agent in accordance with the
Procedures.
12. All notices sent to DTC shall contain the CUSIP number of the Securities.
13. Paying Agent shall confirm with DTC daily, by CUSIP number, the face value
of the Securities outstanding, and Paying Agent's corresponding interest and
principal payment obligation, in accordance with the Procedures.
14. DTC may direct Issuer, Issuing Agent, or Paying Agent to use any other
number or address as the number or address to which notices or payments may be
sent.
15. Payments on the Securities, including payments in currencies other than the
U.S. Dollar, shall be made by Paying Agent in accordance with the Procedures.
16. In the event that Issuer determines that beneficial owners of the Securities
shall be able to obtain certificated Securities, Issuer, Issuing Agent, or
Paying Agent shall notify DTC of the availability of certificates. In such
event, Issuer, Issuing Agent, or Paying Agent shall issue, transfer, and
exchange certificates in appropriate amounts, as required by DTC and others.
17. Issuer authorizes DTC to provide to Issuing Agent or Paying Agent listings
of DTC Participants' holdings, known as Security Position Listings ("SPLs") with
respect to the Securities from time to time at the request of Issuing Agent or
Paying Agent. Issuer authorizes Issuing Agent and Paying Agent to provide DTC
with such signatures, exemplars of signatures, and authorizations to act as may
be deemed necessary by DTC to permit DTC to discharge its obligations to
Participants and appropriate regulatory authorities. DTC charges a fee for such
SPLs. This authorization, unless revoked by Issuer, shall continue with respect
to the Securities while any Securities are on deposit at DTC, until and unless
Issuing Agent and/or Paying Agent shall no longer be acting. In such event,
Issuer shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs, if by
telecopy, shall be directed to DTC's Reorganization Department, Proxy Unit at
(212) 855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Such SPL requests, by mail or by any other means,
shall be directed to the address indicated in Paragraph 9.
-4-
18. DTC may discontinue providing its services as securities depository with
respect to the Securities at any time by giving reasonable notice to Issuer,
Issuing Agent, or Paying Agent (at which time DTC will confirm with Issuer,
Issuing Agent, or Paying Agent the aggregate amount of Securities outstanding by
CUSIP number). Under such circumstances, at DTC's request Issuer, Issuing Agent,
and Paying Agent shall cooperate fully with DTC by taking appropriate action to
make available one or more separate certificates evidencing Securities to any
Participant having Securities credited to its DTC accounts.
19. Nothing herein shall be deemed to require Issuing Agent or Paying Agent to
advance funds on behalf of Issuer.
20. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.
21. This Letter of Representations shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to
principles of conflicts of law.
22. The sender of each notice delivered to DTC pursuant to this Letter of
Representations is responsible for confirming that such notice was properly
received by DTC.
23. Issuer and Agents shall comply with the applicable requirements stated in
DTC's Operational Arrangements, as they may be amended from time to time. DTC's
Operational Arrangements are posted on DTC's website at "www.DTC.org."
24. The following riders, attached hereto, are hereby incorporated into this
Letter of Representations:
NONE
--------------------------------------------------------------------------------
________________________________________________________________________________
-5-
Note:
Schedule A contains statements that DTC believes
accurately describe DTC, the method of effecting
book-entry transfer of securities distributed through
DTC, and certain related matters.
Very truly yours,
STEELCASE, INC.
----------------------------------------
[Issuer]
By: /s/ Gary P. Malburg
------------------------------------
[Authorized Officer's Signature]
BANK ONE, NATIONAL ASSOCIATION
------------------------------
[Issuing Agent]
By: /s/ Tamra Amos
------------------------------------
[Authorized Officer's Signature]
BANK ONE, NATIONAL ASSOCIATION
----------------------------------------
[Paying Agent]
By: /s/ Tamra Amos
------------------------------------
[Authorized Officer's Signature]
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
cc: Underwriter
Underwriter's Counsel
cp1848-7/99
-6-
SCHEDULE A
----------
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
-----------------------------------
(Prepared by DTC--bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities
depository for the securities (the "Securities"). The Securities will be issued
as fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully-registered Security certificate will be issued
for [each issue of] the Securities, [each] in the aggregate principal amount of
such issue, and will be deposited with DTC. [If, however, the aggregate
principal amount of [any] issue exceeds $400 million, one certificate will be
issued with respect to each $400 million of principal amount and an additional
certificate will be issued with respect to any remaining principal amount of
such issue.]
2. DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.
-7-
4. To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. Beneficial Owners of
Securities may wish to ascertain that the nominee holding the Securities for
their benefit has agreed to obtain and transmit notices to Beneficial Owners, or
in the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided
directly to them.]
[6. Redemption notices shall be sent to DTC. If less than all of the Securities
within an issue are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be redeemed.]
7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote
with respect to the Securities. Under its usual procedures, DTC mails an Omnibus
Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities
will be made to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
-8-
[9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]
10. DTC may discontinue providing its services as securities depository with
respect to the Securities at any time by giving reasonable notice to Issuer or
Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.
11. Issuer may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, Security
certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Issuer believes to be reliable, but Issuer
takes no responsibility for the accuracy thereof.
-9-
Representations for Rule 144A Securities--
to be included in DTC Letter of Representations
-----------------------------------------------
1. Issuer represents that at the time of initial registration in the name of
DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,1 eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.
2. Issuer represents that the Securities are an issue of nonconvertible debt
securities or nonconvertible preferred stock which is rated in one of the top
four categories by a nationally recognized statistical rating organization
("Investment Grade Securities").
3. If the Securities are not Investment-Grade Securities, Issuer and Agent
acknowledge that if such Securities cease to be included in an SRO Rule 144A
System during any period in which such Securities are Legally or Contractually
Restricted Securities, such Securities shall no longer be eligible for DTC's
services. Furthermore, DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under any of the aforementioned circumstances, at
DTC's request, Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant ("Participant") having Securities
credited to its DTC accounts.
4. Issuer and Agent acknowledge that, so long as Cede & Co. is a record owner of
the Securities, Cede & Co. shall be entitled to all applicable voting rights and
receive the full amount of all distributions payable with respect thereto.
Issuer and Agent acknowledge that DTC shall treat any Participant having
Securities credited to its DTC accounts as entitled to the full benefits of
ownership of such Securities.
________________________
1 A "Legally Restricted Security" is a security that is a restricted security,
as defined in Rule 144(a)(3). A "Contractually Restricted Security" is a
security that upon issuance and continually thereafter can only be sold pursuant
to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4 of the Securities Act and not involving any public
offering; provided, however, that once the security is sold pursuant to the
provisions of Rule 144, including Rule 144(k), it will thereby cease to be a
"Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted
Security," the underlying security must also be a "Legally or Contractually
Restricted Security."
Rider10-7/99
Without limiting the generality of the preceding sentence, Issuer and Agent
acknowledge that DTC shall treat any Participant having Securities credited to
its DTC accounts as entitled to receive distributions (and voting rights, if
any) in respect of the Securities, and to receive from DTC certificates
evidencing Securities. Issuer and Agent recognize that DTC does not in any way
undertake to, and shall not have any responsibility to, monitor or ascertain the
compliance of any transactions in the Securities with any of the provisions: (a)
of Rule 144A; (b) of other exemptions from registration under the Securities Act
or any other state or federal securities laws; or (c) of the offering documents.
Rider 10-7/99
EXHIBIT E
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TELEPHONE NUMBERS FOR TELEPHONIC ISSUANCE
INSTRUCTIONS TO THE IPA
TELEPHONE NUMBERS FOR TELEPHONIC ISSUANCE
INSTRUCTIONS TO THE IPA
BANK ONE GLOBAL CORPORATE TRUST SERVICES
ISSUING AND PAYING AGENCY UNIT
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IPA CLIENT SERVICES UNIT
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Contact Name Phone Number
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Tamra Amos, Lead Account Executive (312) 407-4722
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Ella Eison, Account Representative (312) 407-5381
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Lawrence Dillard, Managing Director (312) 407-1737
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IPA CORPORATE TRUST ACCOUNT ADMINISTRATION
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Contact Name Phone Number
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Maria Romero, Account Representative (312) 407-3358
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Kathleen Casey, Account Representative (312) 407-8711
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Larry Kusch, Account Manager (312) 366-9774
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Facsimile (312) 407-4154
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Mailing Address: Bank One, NA
Mail Suite IL1-0439
1 Bank One Plaza
Chicago, IL 60671
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IPA OPERATIONS UNIT
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Contact Name Phone Number
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Marilyn Carroll, Senior Securities Specialist (312) 407-2622
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Edwin Freeman, Senior Securities Specialist (312) 407-5497
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Omar Johnson, Senior Securities Specialist (312) 336-9272
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Maria Navarro, Senior Securities Specialist (312) 407-1934
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Steven Davis, Senior Securities Specialist (312) 407-2624
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LaTanya Pennington, Senior Securities Specialist (312) 407-1798
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Denise Bass, Operations Manager (312) 407-2623
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Judy Bartman, Director of Operations (312) 336-9273
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Facsimile (312) 407-2625
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Mailing Address: Bank One, NA
Mail Suite IL1-0488
1 Bank One Plaza
Chicago, IL 60670
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EXHIBIT F
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STEELCASE INC.
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INITIAL SCHEDULE OF FEES
Service Descriptions Unit Charge
Commercial Paper Issuance
Book Entry Issuance $ 15.00 per trade
Voided Book Entry Issuance $ 15.00 per trade
Monthly Minimum Fee $ 250.00 per month
System Fee/GAITIR Software $ 250.00 per month
Administration Fee $ 250.00 per month
IPA initiated wire transfer $ 20.00 per wire
Acceptance Fee $ 1500.00 (one time)