EXHIBIT 4.18
GUARANTEE
GUARANTEE, dated as of May 24, 2001 (the "Guarantee") made by Steelcase Inc., a
Michigan corporation (the "Guarantor"), in favour of Royal Bank of Canada (the
"Bank").
W I T N E S S E T H:
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WHEREAS, the Bank has entered into a Facility Agreement dated as of May 24, 2001
(as amended and modified from time to time, the "Agreement") with Steelcase
Financial Services Ltd., a corporation organized under the laws of Ontario,
Canada, as borrower (the "Borrower"), pursuant to which the Bank agreed to lend
Cdn$25,352,679.56 to the Borrower, subject to the terms and conditions thereof
(the "Loan");
WHEREAS, it is a condition to the Bank's obligation to make the Loan under the
Agreement that the Guarantor execute this Guarantee in favour of the Bank; and
WHEREAS, all capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Agreement.
NOW, THEREFORE, in consideration of the premises and to induce the Bank to enter
into the Agreement and as a condition of the advance of the Loan, the Guarantor
hereby agrees as follows:
SECTION 1. Definitions. As used in this Guarantee, the following terms shall
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have the following meanings (such meanings to be equally applicable to both the
singular and plural form of the term defined). Capitalized terms used herein but
not defined herein shall have the meanings ascribed thereto in the Agreement.
"Additions to Capital" means the aggregate net proceeds, including cash and the
fair market value of property other than cash, received by the Guarantor from
the issue or sale of capital stock of the Guarantor plus the aggregate of 25% of
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the after tax gains realized from unusual, extraordinary, and major nonrecurring
items;
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated and rulings issued
thereunder.
"ERISA Affiliate" means any Person who for purposes of Title IV of ERISA is a
member of the Guarantor's controlled group, or under common control with the
Guarantor, within the meaning of Section 414 of the Code and the regulations
promulgated and rulings issued thereunder.
"ERISA Event" means (i) the occurrence of a reportable event, within the meaning
of Section 4043 of ERISA, unless the 30-day notice requirement with respect
thereto has been waived by the PBGC; (ii) the provision by the administrator of
any Pension Plan of a notice of intent to terminate such Pension Plan pursuant
to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan
amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of
operations at a facility by the Guarantor or an ERISA Affiliate in the
circumstances
described in Section 4062(e) of ERISA; (iv) the withdrawal by the Guarantor or
an ERISA Affiliate from a Multiple Employer Plan during a plan year for which it
was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (v) the
failure by the Guarantor or any ERISA Affiliate to make a payment to a Pension
Plan required under Section 302(f)(1) of ERISA, which Section imposes a lien for
failure to make required payments; (vi) the adoption of an amendment to a
Pension Plan requiring the provision of security to such Pension Plan, pursuant
to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to
terminate a Pension Plan, pursuant to Section 4042 of ERISA, or the occurrence
of any event or condition which, in the reasonable judgment of the Guarantor,
might constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, a Pension Plan.
"Fiscal Second Quarter End" means, for each Fiscal Year, the last Friday of each
August;
"Fiscal Year" means the fiscal year of Guarantor and its Subsidiaries;
"Fiscal Year End" means, for each Fiscal Year, the last Friday of February;
"Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA to which the Guarantor or any ERISA Affiliate of the
Guarantor is making, or is obligated to make, contributions or has Withdrawal
Liability;
"Multiple Employer Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, which (i) is maintained for employees of the Guarantor or
an ERISA Affiliate and at least one Person other than the Guarantor and its
ERISA Affiliates or (ii) was so maintained and in respect of which the Guarantor
or an ERISA Affiliate could have liability under Section 4063, 4064 or 4069 of
ERISA in the event such plan has been or were to be terminated;
"PBGC" means the U.S. Pension Benefit Guaranty Corporation;
"Pension Plan" means a Single Employer Plan or a Multiple Employer Plan or both;
"Single Employer Plan" means a single employer plan, as defined in Section
4001(a)(15) of ERISA, which (i) is maintained for employees of the Guarantor or
any ERISA Affiliate and no Person other than the Guarantor and its ERISA
Affiliates or (ii) was so maintained and in respect of which the Guarantor or an
ERISA Affiliate could have liability under Section 4062 or 4069 of ERISA in the
event such plan has been or were to be terminated; and
"Withdrawal Liability" has the meaning given such term under Part I of Subtitle
E of Title IV of ERISA.
SECTION 2. Guarantee. The Guarantor hereby unconditionally and irrevocably
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guarantees the punctual, full and prompt payment when due, whether by
acceleration or otherwise, of all obligations of the Borrower under the
Agreement (collectively, the "Guaranteed Obligations") owed to the Bank. This
Guarantee is an absolute guarantee of payment and performance and is not a
guarantee of collection.
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SECTION 3. Guarantee Absolute. The Guarantor guarantees that the Guaranteed
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Obligations will be paid strictly in accordance with the terms of the Agreement,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Bank with respect
thereto. The liability of the Guarantor under this Guarantee shall be absolute
and unconditional irrespective of:
(a) any lack of validity or enforceability of the Agreement or any other
agreement or instrument relating thereto (whether executed by the
Borrower, the Guarantor or any other party) or avoidance or
subordination of any of the Guaranteed Obligations;
(b) any change in the time, manner or place of payment of, or in any
other term of, or any increase in the amount of, all or any of the
Guaranteed Obligations, or any other amendment or waiver of or any
consent to departure from the Agreement or any other agreement or
instrument relating thereto (whether executed by the Borrower, the
Guarantor or any other party);
(c) the absence of any attempt to collect the Guaranteed Obligations from
the Borrower or any other action to enforce the same or the election
of any remedy by the Bank;
(d) the bankruptcy, insolvency, winding-up, or reorganization of or
similar proceeding involving, the Borrower or the Guarantor;
(e) the disallowance under the relevant provisions of any applicable law
of all or any portion of the claims of the Bank for payment or
performance of the Guaranteed Obligations;
(f) the waiver, consent, extension, forbearance or granting of any
indulgence by the Bank with respect to any provision of the Agreement
or any other agreement or instrument relating thereto (whether
executed by the Borrower, the Guarantor or any other party), or
(g) any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of the Borrower, the Guarantor or any
other guarantor (other than indefeasible payment in full of the
Guaranteed Obligations and in respect of any applicable statute of
limitations).
SECTION 4. Waiver, No Duties of Bank.
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(a) The Guarantor hereby waives (i) promptness, diligence, notice of
acceptance and any and all other notices with respect to any of the
Guaranteed Obligations and this Guarantee, (ii) any requirement that
the Bank protect, secure, perfect or insure any security interest in
or other lien on any property subject thereto or exhaust any right or
take any action against the Borrower or any other Person or entity or
any collateral, (iii) filing of proofs of claim with a court in the
event of
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receivership or bankruptcy of the Borrower, (iv) protest or notice
with respect to nonpayment of any or all of the Guaranteed
Obligations, and (v) all demands whatsoever (and any requirement that
the same be made on the Borrower as a condition precedent to the
Guarantor's obligations hereunder). The Guarantor hereby covenants
that this Guarantee will not be discharged, except according to the
provisions of Section 14 hereof.
(b) The Guarantor hereby assumes responsibility for keeping itself
informed of the financial condition of the Borrower, and of all other
circumstances bearing upon the right of nonpayment of the Guaranteed
Obligations or any part thereof that diligent inquiry would reveal.
The Guarantor hereby agrees that the Bank shall have no duty to
advise the Guarantor of information known to the Bank regarding such
condition or any such circumstances. In the event the Bank in its
sole discretion undertakes at any time or from time to time to
provide any such information to the Guarantor, the Bank shall be
under no obligation (i) to undertake any investigation not a part of
its regular business routine, (ii) to disclose any information which,
pursuant to accepted or reasonable banking or commercial finance
practices, the Bank chooses to maintain as confidential or (iii) to
make any other or future disclosures of such information or any other
information to the Guarantor.
If in the exercise of any of its rights and remedies, the Bank shall forfeit any
of its rights or remedies, including its right to enter a deficiency judgment
against the Borrower or any other Person, whether because of any applicable laws
pertaining to "election of remedies" or the like, the Guarantor hereby consents
to such action by the Bank and waives any claim based upon such action, even if
such action by and of the Bank shall result in a full or partial loss of any
rights of subrogation, contribution or reimbursement which the Guarantor might
otherwise have had but for such action by the Bank.
SECTION 5. Representations and Warranties. The Guarantor represents and
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warrants to the Bank that as of the date of this Guarantee and unless a
representation or warranty relates solely to an express date, as of the date of
each quarterly certificate in the form of Schedule D of the Agreement to be
delivered to the Bank:
(a) it is a corporation duly incorporated and validly existing under the
laws of the State of Michigan, United States of America, and that it
is duly registered or qualified to carry on business under the laws
of each jurisdiction in which failure to be so registered or
qualified would have a material adverse effect on the Guarantor;
(b) the execution and delivery of this Guarantee has been duly authorized
by all necessary actions and do not, to the best knowledge of the
Guarantor after due inquiry, (A) violate any law, regulation or rule
by which it is bound, (B) violate any provision of its constitutive
documents or by-laws, (C) result in a breach of, or a default under,
any material contractual restriction binding on or affecting the
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Guarantor, or (D) result in the creation of any encumbrance on any of
its properties or assets;
(c) subject to applicable bankruptcy, insolvency, moratorium,
reorganization and other similar laws affecting creditors' rights
generally, and to the equitable and statutory powers of courts to
stay proceedings before them and to stay the execution of judgements,
this Guarantee constitutes, a legal, valid and binding obligation of
the Guarantor, enforceable in accordance with its terms;
(d) its most recent audited, consolidated financial statements fairly
present in accordance with GAAP, the consolidated financial position
of the Guarantor as of the date thereof and its consolidated results
of operations and cash flows for the fiscal year covered thereby, and
since the date of its most recent 10-K filing, there has occurred no
material adverse change in the business or financial condition of the
Guarantor in each case taken as a whole;
(e) no event has occurred which constitutes, or which with the giving of
notice, lapse of time, or both, or the satisfaction of any other
condition, would constitute an Event of Default pursuant to Xxxxxxx
00 (x), 00 (x), 00(x) or 18(l) of the Agreement or, with respect to
the Guarantor, pursuant to Section 18(d), 18(h), 18(i), 18(j) or
18(k) of the Agreement, the breach by the Guarantor of a
representation or warranty made hereunder, or a default having a
material adverse effect on its financial condition under or in
respect of any agreement, undertaking or instrument to which it or
any of its properties or assets may be subject;
(f) there is no action, litigation or legal proceeding pending or
threatened against the Guarantor or any of its assets or properties
before any court or administrative agency which, if adversely
determined, might in the reasonable judgement of the Guarantor (A)
result in a material adverse change in the financial condition of the
Guarantor or its business, properties or other assets, or (B)
materially and adversely affect the ability of the Guarantor to
perform its obligations under this Guarantee;
(g) ERISA.
(i) No ERISA Event which would reasonably be anticipated to result
in liability of the Guarantor or any of its ERISA Affiliates in
excess of US$10,000,000 (or, in the case of an event described
in clause (v) of the definition of ERISA Event, US$750,000)
(other than for premiums payable under Title IV of ERISA) has
occurred or is reasonably expected to occur with respect to any
Pension Plan.
(ii) Schedule B (Actuarial Information) to the most recently
completed annual report (Form 5500 Series) for each Pension
Plan, which report has been filed with the Internal Revenue
Service by the Guarantor or an ERISA Affiliate, is complete
and, to the best knowledge of the Guarantor after
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due inquiry, accurate, and since the date of such Schedule B
there has been no material adverse change in the funding status
of any such Pension Plan.
(iii) Neither the Guarantor nor any ERISA Affiliate has incurred, or,
to the best knowledge of the Guarantor after due inquiry, is
reasonably expected to incur, any Withdrawal Liability to any
Multiemployer Plan which has not been satisfied or which is or
might be in excess of US$10,000,000.
(iv) Neither the Guarantor nor any ERISA Affiliate has been notified
by the sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or has been terminated, within the
meaning of Title IV of ERISA, and, to the best knowledge of the
Guarantor after due inquiry, no Multiemployer Plan is reasonably
expected to be in reorganization or to be terminated within the
meaning of Title IV of ERISA, where such reorganization or
termination has resulted or could reasonably be expected to
result, through increases in the contribution required to be
made to such Multiemployer Plan, in a material adverse effect on
the Guarantor.
(h) it is the indirect legal and beneficial owner of at least 50% of the
shares of the Borrower.
SECTION 6. Covenants. The Guarantor covenants and agrees with the Bank,
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while the Agreement is in effect or any Borrowing is outstanding:
(a) to maintain its corporate existence as a validly existing corporate
entity;
(b) to provide or cause to be provided to the Bank the following:
(i) quarterly consolidated, unaudited, internally prepared financial
statements of the Guarantor within 55 days of the end of each
fiscal quarter, accompanied by a certificate in the form of
Schedule "D" to the Agreement, executed by a senior financial
officer of the Guarantor (such as the financial officer,
treasurer, or assistant treasurer);
(ii) annual consolidated, audited financial statements of the
Guarantor within 100 days of each fiscal year end, accompanied by
a certificate in the form of Schedule "D" to the Agreement,
executed by a senior financial officer of the Guarantor (such as
the financial officer, treasurer, or assistant treasurer);
(iii) annual consolidated financial statements of Steelcase Financial
Services Inc. within 100 days of each fiscal year end of
Steelcase Financial Services Inc.; and
(iv) such other financial and operating statements and reports as the
Bank may reasonably request;
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(c) to maintain
(i) Shareholders' Equity of at least the sum of (I) the
Shareholders' Equity as of February 25, 2000, plus
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(ii) 25% of Net Income (if a positive number) from
February 25, 2000 to the then most recent Fiscal Year
End or Fiscal Second Quarter End, plus (iii) all
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Additions to Capital from February 25, 2000 to the
then most recent Fiscal Year End or Fiscal Second
Quarter End;
(ii) its ratio of Funded Debt to EBITDA for each period
consisting of the most recently ended four
consecutive fiscal quarters, at not more than 3.25:1,
and
(iii) its ratio of EBITDA to Interest Expense in each case
for the four fiscal quarters ending on the last day
of any fiscal quarter at not less than 4.5:1;
(d) as soon as possible and in any event within five days of the
occurrence of such event, to give the Bank notice of any event
which constitutes, or which, with the giving of notice, lapse
of time, or both, or the satisfaction of any other condition,
would constitute an Event of Default pursuant to Xxxxxxx 00
(x), 00 (x), 00(x) or 18(l) of the Agreement or, with respect
to the Guarantor, pursuant to Section 18(d), 18(h), 18(i),
18(j) or 18(k) of the Agreement;
(e) to provide the Bank with prompt written notice of any material
action, suit, litigation or other proceeding, of the type
described in Section 5(f) which is commenced against the
Guarantor;
(f) to maintain directly or indirectly, at least 50% of the legal
and beneficial ownership in the issued and outstanding shares
of the Borrower;
(g) to ensure that its obligations under the Guarantee rank pari
passu with the claims of all its other unsecured and
unsubordinated creditors save those whose claims are preferred
solely by any bankruptcy, insolvency, liquidation or other
similar laws of general application, provided, further that if
the Guarantor grants collateral security for the obligations
set forth in that certain Credit Agreement (Long Term
Multi-currency Revolving Credit Facility) and Credit Agreement
(Short Term Multi-currency Revolving Credit Facility), each
dated as of April 5, 2001, by and among the Guarantor,
Citicorp USA Inc., as Administrative Agent, SG-Chicago Branch,
as Syndication Agent, BNP Paribas, Bank One Michigan and Bank
of America, N. A., as Co-Documentation Agents, and the several
lenders identified on the signatures pages thereto, or any
replacement credit facility, the obligations under this
Guaranty shall be equally and rateably secured with such
obligations;
(h) not to, merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or a
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substantial portion of its assets (whether now owned or hereafter
acquired) to any Person (except in the ordinary course of business and
on commercially reasonable terms), or enter into any partnership, joint
venture, syndicate, pool or other combination, unless no Event of
Default has occurred and is continuing or would result therefrom and, in
the case of a merger or consolidation, (i) the Guarantor is the
surviving entity or (ii) the surviving entity assumes all of the
Guarantor's obligations under this Guarantee in a manner satisfactory to
the Bank.
SECTION 7. Amendments. No amendment or waiver of any provision of this Guarantee
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nor consent to any departure by the Guarantor herefrom shall in any event be
effective unless the same shall be in writing and signed by the Bank. No
amendment, waiver or consent shall, unless in writing and signed by the Bank,
limit the liability of the Guarantor hereunder or postpone any date fixed for
payment hereunder, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
SECTION 8. No Waiver; Remedies, Subrogation
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(a) No failure on the part of the Bank to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof nor
shall any single or partial exercise of any right hereunder preclude
any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.
(b) Failure by the Bank at any time or times hereafter to require strict
performance by the Borrower or the Guarantor or any other person of
any of the provisions. warranties, terms and conditions contained in
any of the Agreement, or this Guarantee or any of the agreements
entered into in connection therewith or herewith now or at any time
or times hereafter executed by the Borrower or the Guarantor and
delivered to the Bank shall not waive, affect or diminish any right
of the Bank at any time or times hereafter to demand strict
performance thereof and such right shall not be deemed to have been
modified or waived by any act, course of conduct or knowledge of the
Bank, its respective agents, officers or employees, unless such
waiver is contained in an instrument in writing specifying such
waiver signed by the Bank and directed and delivered to the Borrower
or Guarantor. No waiver by the Bank of any default shall operate as
a waiver of any other default or the same default on a future
occasion, and no action by the Bank permitted hereunder shall in any
way affect or impair any of its rights or the obligations of the
Guarantor under this Guarantee. Any determination by a court of
ompetent jurisdiction of the amount of any of the Guaranteed
Obligations shall be conclusive and binding on the Guarantor
irrespective of whether the Guarantor was party to the suit or action
in which such determination was made.
(c) Until all Guaranteed Obligations have been paid in full, the
Guarantor shall not exercise any right of subrogation which it
may acquire with respect to amounts paid hereunder. In the
event that the Guarantor shall receive any payment on account
of any such right of subrogation while any Guaranteed
Obligations
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remain outstanding, the Guarantor agrees to pay all such amounts so
received to the Bank to be applied to payment of the Guaranteed
Obligations then due and owing in accordance with the terms of the
Agreement.
SECTION 9. Continuing Guarantee. This Guarantee is a continuing guarantee and
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shall (a) remain in full force and effect until terminated in accordance with
Section 14, (b) be binding upon the Guarantor, and its successors and assigns,
and (c) inure to the benefit of and be enforceable by the Bank and its permitted
successors, transferees, and assigns who shall be permitted to, and who shall,
become an assignee of the Bank's interest under the Agreement.
SECTION 10. Reinstatement. This Guarantee shall remain in full force and effect
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and continue to be effective should any petition be filed by or against the
Guarantor or the Borrower (each a "Loan Party" and, collectively, the "Loan
Parties") for liquidation or reorganization, should any Loan Party become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of any Loan
Party's assets, and shall, to the fullest extent permitted by law, continue to
be effective or be reinstated, as the case may be, if at any time payment and
performance of the Guaranteed Obligations or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount. or must otherwise be restored or
returned by any obligee of the Guaranteed Obligations, whether as a "voidable
preference", "fraudulent conveyance", or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored, or returned, the Guaranteed
Obligations shall, to the fullest extent permitted by law, be reinstated and
deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.
SECTION 11. Governing Law. This Guarantee shall be governed by, and construed in
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accordance with, the laws of the State of New York (including, without
limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law),
without regard to the provisions thereof relating to conflicts of laws.
SECTION 12. Severability. Whenever possible, each provision of this Guarantee
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guarantee shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Guarantee.
SECTION 13. Consent to Jurisdiction. The Guarantor hereby consents to the
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non-exclusive jurisdiction of any state court or any federal court located in
New York City and agrees that all service of process may be made by registered
mail directed to the Guarantor at the address and in the manner specified in the
Agreement. The Guarantor waives any objection based on forum non conveniens and
any objection to venue of any action instituted hereunder and consents to the
granting of such legal or equitable relief as is deemed appropriate by the
court. Nothing contained in this paragraph shall affect the right of the Bank to
serve legal process in any other manner permitted by law or affect its right to
bring any action or proceeding against the Guarantor or its property in the
courts of any other competent jurisdiction.
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SECTION 14. Termination. So long as no Event of Default shall have occurred and
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then be continuing, this Guarantee shall terminate and, except to the extent
expressly provided in Section 2 above with respect to survival of Guaranteed
Obligations all obligations hereunder shall be discharged and released upon the
payment in full of all of the Guaranteed Obligations.
SECTION 15. Currency.
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(a) Payment shall be in Canadian Dollars or if collected in a different
currency at the option of the Bank, such other currency shall be
converted into Canadian Dollars at the spot rate of exchange of the
Bank (as conclusively determined by the Bank) for purchasing such
currency with Canadian Dollars prevailing on the date of actual
payment and the Guarantor hereby agrees to indemnify the Bank
against the full Canadian Dollar cost incurred by the Bank for such
purpose.
(b) No payment to the Bank (whether under any judgment or court order or
otherwise) shall discharge the Guaranteed Obligations unless and
until the Bank shall have received payment in full in the currency
in which such Guaranteed Obligations were incurred or which the Bank
has elected to accept under paragraph (a) of this Section 15 and to
the extent that the amount of such payment shall on actual
conversion into such currency fall short of the amount of the
Guaranteed Obligations, actual or contingent, expressed in that
currency, the Bank shall have a further separate cause of action
against the Guarantor to recover the amount of the shortfall.
(c) If and to the extent that the Guarantor fails to pay the amount due
on demand, the Bank may in its absolute discretion without notice to
the Guarantor purchase at any time thereafter so much of any
currency as the Bank considers necessary or desirable to cover the
Guaranteed Obligations in such currency hereby guaranteed at the
then prevailing spot rate of exchange of the Bank (as conclusively
determined by the Bank) for purchasing such currency with Canadian
Dollars and the Guarantor hereby agrees to indemnify the Bank
against the full Canadian Dollar cost incurred by the Bank for such
purpose.
(d) All moneys received or held by the Bank from the Borrower or under
this Guarantee may from time to time after demand has been made by
the Bank be converted into such other currency as the Bank considers
necessary or desirable to cover the Guaranteed Obligations, actual
or contingent, of the Borrower in that other currency at the then
prevailing spot rate of exchange of the Bank (as conclusively
determined by the Bank) for purchasing that other currency with the
existing currency.
SECTION 16. Miscellaneous. All references herein to the Borrower and to the
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Guarantor shall be deemed to include their respective permitted successors and
assigns, including, without limitation, a receiver, trustee or
debtor-in-possession of or for the Borrower or the Guarantor. All references to
the singular shall be deemed to include the plural where the context so
requires.
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IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.
STEELCASE INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Its: Vice President, Finance and Treasurer
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