<PAGE>

                                                                    EXHIBIT 4.35







October 3, 2002

Steelcase Financial Services Ltd.
1 Steelcase Road West
Markham, Ontario
L3R 0T3

Attention: Chief Financial Officer

Dear Sirs:

We refer to the facility agreement dated as of May 24, 2001 between Royal Bank
of Canada (the "Bank") and Steelcase Financial Services Ltd. (the "Borrower"),
as borrower, as amended by an amending letter agreement dated November 9, 2001,
(collectively, the "Facility Agreement") and to the Guarantee dated as of May
24, 2001, as amended by an amending letter agreement dated November 9, 2001,
(collectively, the "Guarantee") made by Steelcase Inc. (the "Guarantor") for the
benefit of the Bank relating to the indebtedness of the Borrower to the Bank
under the Facility Agreement. We confirm our agreement to amend the Facility
Agreement, upon and subject to the following terms and conditions.

1.   DEFINITIONS:

     Capitalized terms used and not defined herein have the meanings ascribed to
     such terms in the Facility Agreement.

2.   MARGIN:

     Section 7 of the Facility Agreement entitled Margin is deleted and replaced
     with the following: "The margin applicable to the Borrowing (the
     "Applicable Margin"), expressed in basis points, is 65 basis points."

3.   FACILITY FEE:

     A new Section 7.1 entitled Facility Fee is added to the Facility Agreement
     providing as follows:

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     "Effective for the period from and after October 3, 2002 until the Maturity
     Date, the Borrower shall pay to the Bank quarterly in arrears a
     non-refundable facility fee, calculated on a daily basis on the outstanding
     principal balance of the Borrowing from time to time as set out in Schedule
     "B", on the basis of the actual number of days elapsed and a year of 365
     days, the first payment to be calculated from and including October 3, 2002
     to, but excluding, the December 2, 2002 Payment Date, the second payment to
     be calculated for the period from and including the December 2, 2002
     Payment Date to, but excluding, the March 3, 2003 Payment Date, and,
     thereafter, in the same manner on a quarterly basis, from and including the
     Payment Date immediately following the last day of the immediately
     preceding calculation period to, but excluding, the third Payment Date next
     following the Payment Date upon which the applicable calculation period
     commenced, until the Maturity Date. Each payment of the facility fee shall
     be payable within 3 Business Days of receipt by the Company after the
     expiry of the applicable calculation period of a written notice from the
     Bank setting out the amount owing and the method of calculation.

     The facility fee shall be calculated as the rate (the "Applicable Rate"),
     expressed in basis points, set out, from time to time, in the following
     matrix for the level of credit ratings assigned by Moody's Investor
     Service, Inc., or any successor thereto, (herein "Moody's") and Standard &
     Poor's Ratings Group, a division of The McGraw-Hill Companies, or any
     successor thereto, (herein "S & P") to the Guarantor's senior unsecured
     long term debt obligations, provided that in the event of a disparity
     between the levels of the credit ratings of Moody's and S & P, the
     Applicable Rate will be determined based on the rate set out for the level
     immediately higher than the level for the lesser of the credit ratings of
     Moody's or S & P. Each increase or decrease in the Applicable Rate shall be
     effective concurrent with the announcement by Moody's or S & P, as the case
     may be, of such change to the Moody's and/or S & P's credit rating giving
     rise to such increase or decrease in the Applicable Rate as determined
     under the matrix.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
              S & P/      S & P/       S & P/      S & P/       S & P/       S & P/
              Moody's     Moody's      Moody's     Moody's      Moody's      Moody's

              A-/A3       BBB+/Baa1    BBB/Baa2    BBB-/Baa3    BB+/Ba1      BB/Ba2

------------------------------------------------------------------------------------------
<S>           <C>         <C>          <C>         <C>          <C>          <C>
Applicable    25 basis    50 basis     75 basis    130 basis    220 basis    325 basis
Rate          points      points       points      points       points       points
------------------------------------------------------------------------------------------
</TABLE>

     The Borrower agrees to provide to the Bank, promptly after the Borrower
     obtains knowledge of any change in the rating established for the Guarantor
     by S & P or Moody's, as applicable, a written notice of such change, which
     notice shall specify the new rating, the date on which such change was
     publicly announced and such other information with respect to such change
     as the Bank may reasonably request."

4.   RESTRUCTURE FEE:

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                                       -3-

     A restructure fee of $8,522.00 is payable by the Borrower upon acceptance
     of this amending agreement. This fee is non-refundable and is deemed to be
     earned by the Bank upon acceptance of this amending agreement, to
     compensate for time, effort and expense incurred by the Bank in approving
     the amendments to the Credit Facility provided for herein.

5.   EVENT OF DEFAULT:

     Section 18 of the Facility Agreement entitled Events of Default is amended
     by adding to Event of Default (d) after the words "April 2000 Facility
     Agreement" the following: "as amended by amending letter agreements dated
     May 24, 2001, November 9, 2001 and October 3, 2002".

6.   SCHEDULE "D"

     The reference to the "Minimum Interest Expense to EBIDTA Ratio 4.5:1" in
     Schedule "D" to the Facility Agreement is hereby deleted in its entirety.

7.   CONSENT:

     The Borrower confirms its agreement with and consents to all the terms and
     conditions of this amending agreement and to the amendments to the
     Guarantee made by an amending agreement between the Bank and the Guarantor
     dated the same date hereof (the "Guarantee Amendment").

8.   CONDITIONS:

     This agreement is conditional upon the receipt by the Bank, in form and
     substance satisfactory to the Bank:

     (a)  prior to the effectiveness hereof, of duly executed copies of this
          amending agreement and the Guarantee Amendment; and

     (b)  subsequent to the effectiveness hereof, of such certificates and
          resolutions of the Borrower as the Bank may reasonably require and
          legal opinions of counsel to the Guarantor in respect of the Guarantee
          Amendment substantially in the form of Exhibits E-1 and E-2 of the
          Facility Agreement, within 22 days of the date of this amending
          agreement.

9.   GENERAL:

     (a)  The Borrower agrees to take such action and execute and deliver such
          further documents as shall be reasonably required by the Bank in order
          to give effect to and carry out the intentions of this amending
          agreement.

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     (b)  The Facility Agreement, as amended hereby, is hereby ratified and
          confirmed and remains in full force and effect, binding upon the
          parties in accordance with its terms.

     (c)  This amending agreement shall be construed in accordance with and be
          governed by the laws of the Province of Ontario and of Canada
          applicable therein.

     (d)  This amending agreement may be executed and delivered in counterparts,
          each of which when executed and delivered is an original, but both of
          which together constitute one and the same agreement. This amending
          agreement may be delivered, and be binding on the party so delivering,
          upon the provision of telefaxed execution pages. The party delivering
          such telefaxed execution pages shall as soon as possible thereafter
          (and in any event within 5 days) deliver to other party an originally
          executed copy.

     (e)  The date on which this amending agreement becomes effective is the
          date of acceptance hereof.

Please acknowledge your acceptance of the above terms and conditions by signing
the attached copy of this letter in the space provided below and returning it to
the undersigned by no later than October 17, 2002, failing which this agreement
shall be null and void and without effect.

Yours truly,

ROYAL BANK OF CANADA

By:    /s/ B R Baker
    -------------------

Name/Title:   Barry Baker
              Senior Manager

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                                       -5-

We acknowledge and accept the terms and conditions of this amending agreement as
of the day of October, 2002.

STEELCASE FINANCIAL SERVICES LTD.

By:    /s/ Gary P. Malburg
    -------------------------

Name/Title:    Gary P. Malburg / President
            ---------------------------------