Exhibit 4.7
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 27, 2001
to
INDENTURE
dated as of November 27, 2001
between
STEELCASE INC.
Issuer
and
BANK ONE TRUST COMPANY, N.A.,
Trustee
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TABLE OF CONTENTS
Page
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ARTICLE I
Definitions
ARTICLE II
Designation and Terms of the Securities
SECTION 2.01 Title and Aggregate Principal Amount ................................ 5
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SECTION 2.02 Execution ........................................................... 5
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SECTION 2.03 Other Terms and Form of the Series A Notes .......................... 6
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SECTION 2.04 Further Issues ...................................................... 6
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SECTION 2.05 Interest and Principal .............................................. 6
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SECTION 2.06 Place of Payment .................................................... 6
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SECTION 2.07 Regulation S and Unrestricted Notes ................................. 6
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SECTION 2.08 Restricted Notes .................................................... 7
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SECTION 2.09 Euroclear and Clearstream Procedures Applicable ..................... 7
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SECTION 2.10 Depositary; Registrar ............................................... 8
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SECTION 2.11 Redemption .......................................................... 8
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SECTION 2.12 Sinking Fund ........................................................ 8
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ARTICLE III
Transfer and Exchange
SECTION 3.01 Transfer of Beneficial Interest in a Restricted
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Global Note to Regulation S Global Note ............................. 8
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SECTION 3.02 Transfer of Beneficial Interest in a Restricted Global Note to
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Unrestricted Global Note ............................................ 9
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SECTION 3.03 Transfer of Beneficial Interest in a Regulation S Global Note or
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Unrestricted Global Note to Restricted Global Note .................. 10
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SECTION 3.04 Exchanges of Global Note for Non Global Note ........................ 10
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SECTION 3.05 Interests in Regulation S Global Note to be Held Through
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Euroclear or Clearstream ............................................ 10
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SECTION 3.06 Legends ............................................................. 11
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SECTION 3.07 Cancellation and/or Adjustment of Global Notes ...................... 14
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ARTICLE IV
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Defeasance
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SECTION 4.01 Defeasance and Covenant Defeasance ...................................... 14
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ARTICLE V
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Miscellaneous
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SECTION 5.01 Execution of Supplemental Indenture...................................... 14
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SECTION 5.02 Concerning the Trustee................................................... 14
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SECTION 5.03 Counterparts............................................................. 14
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SECTION 5.04 GOVERNING LAW............................................................ 15
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Annex A - Form of Transfer Certificate -- Restricted Global Security to
Regulation S Global Security
Annex B - Form of Transfer Certificate -- Restricted Global Security to
Unrestricted Global Security
Annex C - Form of Transfer Certificate -- Regulation S Global Security to
Unrestricted Global Security to Restricted Global Security
Exhibit A - Form of Restricted Global Note; Form of Unrestricted Global Note and
Regulation S Global Note
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FIRST SUPPLEMENTAL INDENTURE, dated as of November 27, 2001 (this
"First Supplemental Indenture"), to the Indenture, dated as of November 27, 2001
(the "Original Indenture"), between STEELCASE INC., a Michigan corporation (the
"Company"), and BANK ONE TRUST COMPANY, N.A. (the "Trustee").
WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Original Indenture to provide for the issuance from time to time
of Securities (as defined in the Original Indenture) of the Company, to be
issued in one or more series;
WHEREAS, Sections 2.01 and 9.01 of the Original Indenture provide,
among other things, that the Company and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the purpose of
establishing the designation, form, terms and conditions of Securities of any
series as permitted by Sections 2.01 and 9.01 of the Original Indenture;
WHEREAS, the Company (i) desires the issuance of a series of
Securities to be designated as hereinafter provided and (ii) has requested the
Trustee to enter into this First Supplemental Indenture for the purpose of
establishing the designation, form, terms and conditions of the Securities of
such series;
WHEREAS, the Company has duly authorized the creation of (1) an issue
of its 6.375% Senior Notes Due 2006 (the "Original Series A Notes"), (2)
pursuant to the Exchange Offer (as herein defined), its 6.375% Senior Notes Due
2006 to be issued in exchange for the Original Series A Notes (the "Exchange
Notes") and (3) its 6.375% Senior Notes Due 2006 to be issued in a private
exchange for the Original Series A Notes (the "Private Exchange Notes" and
collectively with the Original Series A Notes and the Exchange Notes, the
"Series A Notes," which expression includes any further notes issued pursuant to
Section 2.04 hereof and forming a single series therewith) of substantially the
tenor and amount hereinafter set forth. The Original Series A Notes, the
Exchange Notes and the Private Exchange Notes shall rank pari passu; and
WHEREAS, all action on the part of the Company necessary to authorize
the issuance of the Series A Notes under the Original Indenture and this First
Supplemental Indenture (the Original Indenture, as supplemented by this First
Supplemental Indenture, being hereinafter called the "Indenture") has been duly
taken.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That, in order to establish the designation, form, terms and
conditions of, and to authorize the authentication and delivery of, the Series A
Notes, and in consideration of the acceptance of the Series A Notes by the
Holders thereof and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
Definitions
(a) Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Original
Indenture.
(b) The rules of interpretation set forth in the Original
Indenture shall be applied hereto as if set forth in full herein.
(c) For all purposes of this First Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise requires,
the following terms shall have the following respective meanings (such meanings
shall apply equally to both the singular and plural forms of the respective
terms):
"Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of DTC, Euroclear and Clearstream that apply to such transfer or
exchange.
"Clearstream" means Clearstream Banking, societe anonyme.
"Closing Date" means the day on which the Closing Date for the
Original Series A Notes occurs pursuant to the Purchase Agreement.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Series A Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt notes of comparable maturity to the
remaining term of the Series A Notes.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such quotation.
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"Definitive Note" means a Series A Note in definitive registered form
without coupons.
"DTC" has the meaning set forth in Section 2.09 hereof.
"DTC Legend" means the legend set forth in Section 3.06(d), which is
required to be placed on all Global Notes, for which DTC is acting as the
Depositary, issued under this Indenture.
"Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.
"Exchange Notes" means the Series A Notes issued pursuant to the
Exchange Offer.
"Exchange Offer" means the Exchange Offer as defined in the
Registration Rights Agreement.
"Global Note Legend" means the legend set forth in Section 3.06(b),
which is required to be place on all Global Notes issued under the Indenture.
"Global Notes" means, individually and collectively, each of the
Restricted Global Notes, the Registration S Global Notes and the Unrestricted
Global Notes, substantially in the form of Exhibit A hereto, issued in
accordance with Section 2.11 of the Original Indenture and Section 2.07 hereof.
"Initial Purchasers" has the meaning set forth in the Purchase
Agreement.
"Interest Payment Date" has the meaning set forth in Section 2.05
hereof.
"Lead Managers" mean Xxxxxxx, Xxxxx & Co. and Xxxxxxx Xxxxx Barney,
Inc.
"Original Series A Notes" means all Series A Notes, other than
Exchange Notes and the Private Exchange Notes.
"Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear or
Clearstream) as indirect participants.
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"Private Exchange" means the offer by the Company, pursuant to the
Registration Rights Agreement, to issue and deliver to the Initial Purchasers,
in exchange for the Original Series A Notes held by such Initial Purchasers as
part of their initial distribution, a like aggregate principal amount of Private
Exchange Notes.
"Private Exchange Notes" means the Series A Notes issued in connection
with a Private Exchange pursuant to the Registration Rights Agreement.
"Private Placement Legend" means the legend set forth in Section
3.06(a) hereof.
"Purchase Agreement" means the Purchase Agreement, dated as of
November 19, 2001, by and among the Company and the Initial Purchasers, as such
agreement may be amended, modified or supplemented from time to time.
"Record Date" has the meaning set forth in Section 2.05 hereof.
"Redemption Price" has the meaning set forth in Section 2.10 hereof.
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third Business Day preceding such Redemption Date.
"Reference Treasury Dealers" means (A) any of the Initial Purchasers
(or their respective affiliates which are Primary Treasury Dealers), and their
respective successors; provided, however, that if any of those entities ceases
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to be a primary U.S. government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company will substitute for those entities another
Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected
by the Trustee after consultation with the Company.
"Registration Rights Agreement" means the Registration Rights
Agreement, dated as of November 19, 2001, by and among the Company and the
Initial Purchasers, as such agreement may be amended, modified or supplemented
from time to time.
"Regulation S" means Regulation S promulgated under the Securities
Act.
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"Regulation S Global Note" has the meaning set forth in Section
2.07(a) hereof.
"Restricted Global Note" has the meaning set forth in Section 2.07(b)
hereof.
"Restricted Notes" has the meaning specified in Section 2.07(b)
hereof.
"Restricted Period" has the meaning set forth in Section 2.07(a)
hereof.
"Rule 144" means Rule 144 under the Securities Act.
"Rule 144A" means Rule 144A under the Securities Act.
"Series A Note" has the meaning set forth in the preamble hereof.
"Shelf Registration Statement" means a registration statement issued
by the Company in connection with the offer and sale of Original Series A Notes
or Private Exchange Notes pursuant to the Registration Rights Agreement.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Unrestricted Global Note" has the meaning set forth in Section
2.07(a) hereof.
"Unrestricted Notes" has the meaning set forth in Section 2.07(a)
hereof.
ARTICLE II
Designation and Terms of the Securities
SECTION 2.01 Title and Aggregate Principal Amount. There is hereby
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created one series of Securities designated: 6.375% Senior Notes Due 2006 (the
"Series A Notes").
SECTION 2.02 Execution. The Series A Notes may forthwith be executed
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by the Company and delivered to the Trustee for authentication and
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delivery by the Trustee in accordance with the provisions of Section 2.04 of the
Original Indenture.
SECTION 2.03 Other Terms and Form of the Series A Notes. The Series A
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Notes shall have and be subject to such other terms as provided in the Indenture
and shall be evidenced by one or more Global Notes in the form of Exhibit A
hereof and as set forth in Section 2.07 hereof.
SECTION 2.04 Further Issues. The Company may from time to time,
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without the consent of the Holders of the Series A Notes and in accordance with
the Original Indenture and this Supplemental Indenture, create and issue further
notes having the same terms and conditions as the Series A Notes in all respects
(or in all respects except for the first payment of interest) so as to form a
single series with the Series A Notes.
SECTION 2.05 Interest and Principal. The Series A Notes will mature on
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November 15, 2006 and will bear interest at the rate of 6.375% per annum. The
Company will pay interest on the Series A Notes on each May 15 and November 15
(the "Interest Payment Dates"), beginning on May 15, 2002, to the holders of
record on the immediately preceding May 1 or November 1 (the "Record Date"),
respectively. Interest on the Series A Notes shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance. Payments of the principal of and interest on the Series A
Notes shall be made in U.S. Dollars, and the Series A Notes shall be denominated
in U.S. Dollars.
SECTION 2.06 Place of Payment. The place of payment where the Series A
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Notes may be presented or surrendered for payment, where the principal of and
interest and any other payments due on the Series A Notes are payable, where the
Series A Notes may be surrendered for registration of transfer or exchange and
where notices and demands to and upon the Company in respect of the Series A
Notes and the Indenture may be served shall be in the Borough of Manhattan, The
City of New York, and the office or agency maintained by the Company for such
purpose shall initially be the Corporate Trust Office of the Trustee. At the
option of the Company, payment of interest on the Series A Notes may be made by
check mailed to registered Holders.
SECTION 2.07 Regulation S and Unrestricted Notes. Original Series A
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Notes offered and sold in their initial distribution in reliance on Regulation S
shall be initially issued in the form of one or more Global Notes in definitive,
fully registered form without interest coupons with such applicable legends as
are provided for in Section 3.06, except as otherwise permitted herein. Such
Global Notes shall be registered in the name of the Depositary or its nominee
and deposited
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with the Trustee, at its Corporate Trust Office, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
provided in the Original Indenture, for credit to the respective accounts at the
Depositary of the depositories for Euroclear or for Clearstream. Until such time
as the Restricted Period (as defined below) shall have terminated, such Global
Notes shall be referred to herein collectively as the "Regulation S Global
Note." After such time as the Restricted Period shall have terminated, such
Global Notes shall be referred to herein collectively as the "Unrestricted
Global Notes." The aggregate principal amount of the Regulation S Global Note or
the Unrestricted Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary,
in connection with a corresponding decrease or increase in the aggregate
principal amount of the Restricted Global Note, as provided herein. As used
herein, the term "Restricted Period" means the period of 40 consecutive days
beginning on and including the first day after the later of (i) the day that the
Lead Managers advise the Company and the Trustee is the day on which the Series
A Notes are first offered to persons other than distributors (as defined in
Regulation S) in reliance on Regulation S and (ii) the Closing Date. The
Regulation S Global Note, the Unrestricted Global Note and all other Series A
Notes that are not Restricted Notes shall collectively be referred to herein as
the "Unrestricted Notes."
SECTION 2.08 Restricted Notes. Original Series A Notes offered and
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sold in their initial distribution in reliance on Rule 144A shall be issued in
the form of one or more Global Notes (collectively, the "Restricted Global
Note") in definitive, fully registered form without interest coupons with such
applicable legends as are provided for in Section 3.06, except as otherwise
permitted herein. Such Restricted Global Note shall be registered in the name of
the Depositary or its nominee and deposited with the Trustee, at its Corporate
Trust Office, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as provided in the Original Indenture. The
aggregate principal amount of the Restricted Global Note may from time to time
be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, in connection with a corresponding decrease or
increase in the aggregate principal amount of the Regulation S Global Note or
the Unrestricted Global Note, as provided herein. The Restricted Global Note and
all other Series A Notes evidencing the debt, or any portion of the debt,
initially evidenced by such Note, other than (x) Series A Notes transferred or
exchanged upon certification as provided in Sections 3.01 or 3.02, (y) Exchange
Notes and (z) Series A Notes no longer required to bear the Private Placement
Legend as provided in Section 3.06, shall collectively be referred to herein as
the "Restricted Notes."
SECTION 2.09 Euroclear and Clearstream Procedures Applicable. The
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provisions of the "Operating Procedures of the Euroclear System," the "General
Terms and Conditions of Clearstream Banking" and the "Customer Handbook" of
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Clearstream, in each case, as in effect from time to time, shall be applicable
to transfers of beneficial interests in Global Notes sold in reliance on
Regulation S and that are held by Participants through Euroclear or Clearstream.
SECTION 2.10 Depositary; Registrar. The Company initially appoints
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The Depository Trust Company ("DTC") to act as Depositary with respect to the
Global Notes. The Company initially appoints the Trustee to act as the Registrar
and the paying agent and designates the Trustee's New York office as the office
or agency referred to in Section 2.05(b) of the Original Indenture.
SECTION 2.11 Redemption. The Company at its option may, at any
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time, redeem the Series A Notes, in whole or in part, upon payment of a
redemption price equal to(A) the greater of (i) 100% of the principal amount of
the Series A Notes to be redeemed on the Redemption Date; or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
the Series A Notes being redeemed on that Redemption Date (not including any
portion of any payment of interest accrued to the Redemption Date) discounted to
the Redemption Date on a semi-annual basis at the Treasury Rate, plus 35 basis
points, as determined by the Reference Treasury Dealer, plus (B) in each case,
accrued and unpaid interest on the Series A Notes to the Redemption Date (the
"Redemption Price"). Notwithstanding the foregoing, installments of interest on
Series A Notes that are due and payable on Interest Payment Dates falling on or
prior to a Redemption Date will be payable on the Interest Payment Date to the
Holders as of the close of business on the relevant Record Date. The Redemption
Price shall be calculated on the basis of a 360-day year consisting of twelve
30-day months.
SECTION 2.12 Sinking Fund. The Series A Notes shall not be
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redeemable at the option of any Holder thereof, upon the occurrence of any
particular circumstances or otherwise. The Series A Notes will not have the
benefit of any sinking fund.
ARTICLE III
Transfer and Exchange
SECTION 3.01 Transfer of Beneficial Interest in a Restricted Global
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Note to Regulation S Global Note. If the Holder of a beneficial interest in the
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Restricted Global Note wishes at any time to transfer such interest to a Person
who wishes to take delivery thereof in the form of a beneficial interest in the
Regulation S Global Note, such transfer may be effected, subject to the
Applicable Procedures, only in accordance with the provisions of this Section
3.01. Upon receipt by the Trustee, as Registrar, of (A) written instructions
given in accordance with the Applicable Procedures from a DTC Participant
directing the Trustee to credit or
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cause to be credited to a specified DTC Participant's account a beneficial
interest in the Restricted Global Note in a principal amount equal to that of
the beneficial interest in the Regulation S Global Note to be so transferred,
(B) a written order given in accordance with the Applicable Procedures
containing information regarding the account of the DTC Participant (and the
Euroclear or Clearstream account, as the case may be) to be credited with, and
the account of the DTC Participant to be debited for, such beneficial interest
and (C) a certificate in substantially the form set forth in Annex A given by
the Holder of such beneficial interest, the principal amount of the Restricted
Global Note shall be reduced, and the principal amount of the Regulation S
Global Note shall be increased, by the principal amount of the beneficial
interest in the Restricted Global Note to be so transferred, in each case by
means of any appropriate adjustment on the records of the Trustee, as Registrar,
and the Trustee, as Security Registrar, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records and
to credit or cause to be credited to the account of the Person specified in such
instructions (which shall be the DTC Participant for Euroclear or Clearstream or
both, as the case may be) a beneficial interest in the Regulation S Global Note
having a principal amount equal to the amount so transferred.
SECTION 3.02 Transfer of Beneficial Interest in a Restricted Global
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Note to Unrestricted Global Note. If the Holder of a beneficial interest in the
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Restricted Global Note wishes at any time to transfer such interest to a Person
who wishes to take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, such transfer may be effected, subject to the
Applicable Procedures, only in accordance with this Section 3.02. Upon receipt
by the Trustee, as Registrar, of (A) written instructions given in accordance
with the Applicable Procedures from a DTC Participant directing the Trustee to
credit or cause to be credited to a specified DTC Participant's account a
beneficial interest in the Unrestricted Global Note in a principal amount equal
to that of the beneficial interest in the Restricted Global Note to be so
transferred, (B) a written order given in accordance with the Applicable
Procedures containing information regarding the account of the DTC Participant
(and, if applicable, the Euroclear or Clearstream account, as the case may be)
to be credited with, and the account of the DTC Participant to be debited for,
such beneficial interest and (C) a certificate in substantially the form set
forth in Annex B given by the Holder of such beneficial interest, the principal
amount of the Restricted Global Note shall be reduced, and the principal amount
of the Unrestricted Global Note shall be increased, by the principal amount of
the beneficial interest in the Restricted Global Note to be so transferred, in
each case by means of an appropriate adjustment on the records of the Trustee,
as Registrar, and the Trustee, as Registrar, shall instruct the Depositary or
its authorized representative to make a corresponding adjustment to its records
and to credit or cause to be credited to the account of the Person specified in
such instructions a beneficial interest in the Unrestricted Global Note having a
principal amount equal to the amount so transferred.
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SECTION 3.03 Transfer of Beneficial Interest in a Regulation S
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Global Note or Unrestricted Global Note to Restricted Global Note. If the Holder
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of a beneficial interest in the Regulation S Global Note or the Unrestricted
Global Note wishes at any time to transfer such interest to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the Restricted
Global Note, such transfer may be effected, subject to the Applicable
Procedures, only in accordance with this Section 3.03. Upon receipt by the
Trustee, as Security Registrar, of (A) written instructions given in accordance
with the Applicable Procedures from a DTC Participant directing the Trustee to
credit or cause to be credited to a specific DTC Participant's account a
beneficial interest in the Restricted Global Note in a principal amount equal to
that of the beneficial interest in the Regulation S Global Note or the
Unrestricted Global Note to be so transferred, (B) a written order given in
accordance with the Applicable Procedures containing information regarding the
account of the DTC Participant to be credited with, and the account of the DTC
Participant (and, if applicable, the Euroclear or Clearstream account, as the
case may be) to be debited for, such beneficial interest and (C) with respect to
a transfer of a beneficial interest in the Regulation S Global Note (but not the
Unrestricted Global Note), a certificate in substantially the form set forth in
Annex C given by the Holder of such beneficial interest, the principal amount of
the Restricted Global Note shall be increased, and the principal amount of the
Regulation S Global Note or Unrestricted Global Note shall be reduced, by the
principal amount of the beneficial interest in the Regulation S Global Note or
Unrestricted Global Note to be so transferred, in each case by means of an
appropriate adjustment on the records of the Trustee, as Registrar, and the
Trustee, as Registrar, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records and to credit
or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Restricted Global Note having a
principal amount equal to the amount so transferred.
SECTION 3.04 Exchanges of Global Note for Non Global Note. In the
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event that a Global Note or any portion thereof is exchanged for Series A Notes
other than Global Notes pursuant to Section 2.11 of the Original Indenture, such
other Notes may in turn be exchanged (on transfer or otherwise) for Series A
Notes that are not Global Notes or for beneficial interests in a Global Note (if
any is then Outstanding) only in accordance with such procedures, which shall be
substantially consistent with the provisions of Sections 3.01, 3.02, 3.03 and
3.05 of this First Supplemental Indenture (including the certification
requirements intended to insure that transfers and exchanges of beneficial
interests in a Global Note comply with Rule 144A, Rule 144 or Regulation S, as
the case may be) and any Applicable Procedures, as may be from time to time
adopted by the Company and the Trustee.
SECTION 3.05 Interests in Regulation S Global Note to be Held
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Through Euroclear or Clearstream. Until the termination of the Restricted
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Period,
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interests in the Regulation S Global Note may be held only through DTC
Participants acting for and on behalf of Euroclear and Clearstream, provided
that this Section 3.05 shall not prohibit any transfer in accordance with
Section 3.03 hereof.
SECTION 3.06 Legends. The following legends shall, as indicated
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below, appear on the face of Series A Notes issued under the Indenture unless
specifically stated otherwise in the applicable provisions of the Indenture.
(a) Private Placement Legend.
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(1) Except as permitted by subparagraph (2) below, each
Restricted Note and Regulation S Global Note (and all Series A Notes
issued in exchange therefor or substitution thereof) shall bear a
legend in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X)
PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY
PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN
AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS
PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO
THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT,
OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES; (B) THE HOLDER
WILL NOTIFY ANY
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PURCHASER OF NOTES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
(A) ABOVE, IF THEN APPLICABLE; AND (C) WITH RESPECT TO ANY TRANSFER OF
NOTES PURSUANT TO CLAUSE (A)(4), THE HOLDER WILL DELIVER TO THE
COMPANY AND THE TRUSTEE AN OPINION OF COUNSEL, CERTIFICATES AND OTHER
INFORMATION AS THE COMPANY OR THE TRUSTEE MAY REQUIRE TO CONFIRM THAT
THE TRANSFER BY IT COMPLIES WITH THE FOREGOING RESTRICTIONS."
(2) Exchange Notes shall not bear the Private Placement Legend.
The Private Placement Legend required for the Regulation S Global Note may
be removed when such Note becomes an Unrestricted Global Note as provided
in Section 2.07. The Private Placement Legend required for a Restricted
Note may be removed from a Series A Note if there is delivered to the
Company such satisfactory evidence, which may include an opinion of
independent counsel licensed to practice law in the State of New York, as
may be reasonably required by the Company that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that
transfers of such Series A Note will not violate the registration
requirements of the Securities Act. In addition, after a transfer of any
Original Series A Notes or Private Exchange Notes, as the case may be,
during the period of the effectiveness of a Shelf Registration Statement
with respect to such Original Series A Notes or Private Exchange Notes, all
requirements pertaining to the Private Placement Legend on such Original
Series A Note or Private Exchange Note will cease to apply. Upon provision
of such satisfactory evidence or upon such transfer pursuant to a Shelf
Registration Statement, the Trustee, at the direction of the Company, shall
authenticate and deliver in exchange for such Series A Note another Series
A Note or Series A Notes having an equal aggregate principal amount that
does not bear such legend. If such a legend required for a Restricted Note
has been removed from a Series A Note as provided above, it shall not be a
Restricted Note and no other Series A Note issued in exchange for all or
any part of such Series A Notes shall bear such legend, unless the Company
has reasonable cause to believe that such other Series A Note is a
"restricted security" within the meaning of Rule 144 and instructs the
Trustee to cause a legend to appear thereon.
(3) Exchange Notes shall not contain language regarding
additional interest in certain cases of noncompliance with the Registration
Rights Agreement.
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(b) Global Note Legend. Each Global Note shall bear a legend in
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substantially the following form:
"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.04
OF THE ORIGINAL INDENTURE, (B) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.11(C) OF THE ORIGINAL
INDENTURE, (C) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.08 OF THE ORIGINAL INDENTURE AND
(D) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE ORIGINAL
INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART,
ONLY TO ANOTHER NOMINEE OF THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY
SELECTED OR APPROVED BY THE COMPANY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY."
(c) DTC Legend. Each Global Note for which DTC is acting as the
----------
Depositary shall bear a legend in the following form:
"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR 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 THE DEPOSITORY TRUST COMPANY, AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN."
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SECTION 3.07 Cancellation and/or Adjustment of Global Notes. At such
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time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.08 of the
Original Indenture. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.
ARTICLE IV
Defeasance
SECTION 4.01 Defeasance and Covenant Defeasance. Section 11.02 of the
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Original Indenture shall be applicable to the Series A Notes.
ARTICLE V
Miscellaneous
SECTION 5.01 Execution of Supplemental Indenture. This First
-----------------------------------
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this First Supplemental Indenture forms a part thereof.
SECTION 5.02 Concerning the Trustee. The recitals contained herein and
----------------------
in the Series A Notes, except with respect to the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this First Supplemental
Indenture or of the Series A Notes.
SECTION 5.03 Counterparts. This First Supplemental Indenture may be
------------
executed in any number of counterparts, each of which when so executed
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shall be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
SECTION 5.04 GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE AND EACH
-------------
NOTE OF THE SERIES CREATED HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
15
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized as of the date first above written.
STEELCASE INC.,
by /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
BANK ONE TRUST COMPANY, N.A., as
Trustee,
by /s/ X. Xxxxxx
---------------------------------
Name: X. Xxxxxx
Title: Vice President
