exv4w1






Exhibit 4.1




Execution Copy




AMENDMENT NO. 3

TO

CREDIT AGREEMENT




          THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (the “Amendment”) is made as of November 13, 2009 by
and among Steelcase Inc., a Michigan corporation (the “Company”), the institutions listed on the
signature pages hereto and JPMorgan Chase Bank, N.A., as the administrative agent for the “Lenders”
referred to below (the “Administrative Agent”). Capitalized terms used but not otherwise defined
herein shall have the respective meanings given to them in the “Credit Agreement” referred to
below.




WITNESSETH:




          WHEREAS, the signatories hereto are parties to that certain Credit Agreement, dated as of July
26, 2005, among the Company, the Subsidiary Borrowers from time to time parties thereto, the
financial institutions from time to time parties thereto (the “Lenders”), the Administrative Agent,
Bank of America, N.A. and BNP Paribas, as co-syndication agents, and Fifth Third Bank and Société
Générale, as co-documentation agents (as amended by Amendment No. 1 thereto dated as of August 31,
2006 and by Amendment No. 2 thereto dated as of September 21, 2009, and as the same may be further
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
and




          WHEREAS, the parties hereto have agreed to amend the Credit Agreement on the terms and
conditions set forth herein;




          NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company, the Lenders party hereto and the Administrative Agent have
agreed to the following amendment to the Credit Agreement.




          1. Amendment. Effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended
as follows:




          (a) The last sentence of Section 7.4(A) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:





Notwithstanding anything to the contrary in this Section 7.4(A) or in the Credit
Agreement, for purposes of determining compliance by the Company with the provisions of
this Section 7.4(A) for the fiscal quarter ending August 28, 2009, the Leverage
Ratio shall be calculated on December 18, 2009 (it being agreed that
during the period of time prior to such calculation date, no Unmatured Default shall be
deemed to exist or arise under this Section 7.4(A) with respect to such fiscal quarter);
provided, however, that nothing herein shall waive or eliminate the
Company’s obligation to furnish a
computation of the Leverage Ratio for such fiscal quarter as and when required by the terms
of Section 7.1(A) hereof, including for the purpose of determining the Applicable



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Eurocurrency Margin, the Applicable Floating Rate Margin, the Applicable L/C Fee Percentage
and the Applicable Facility Fee Percentage (as described in the Pricing Schedule).



          (b) Notwithstanding anything to the contrary in the Credit Agreement (including, without
limitation, in Section 2.3, 2.7 or 2.9 thereof), during the period from the
effective date hereof through December 18, 2009, new Revolving Loans shall only be made as, and
outstanding Revolving Loans shall only be converted into or continued as, Floating Rate Loans or
Floating Rate Advances, and no Revolving Loan may be made as, converted into or continued as a
Eurocurrency Rate Loan or Eurocurrency Rate Advance. Nothing in this clause (b) shall affect or
modify the other terms and conditions in the Credit Agreement applicable to Revolving Loans.




          2. Conditions of Effectiveness. This Amendment shall become effective as of the date
hereof when the Administrative Agent shall have received: (a) executed copies of this Amendment
from the Company and the Required Lenders and (b) executed copies of the Reaffirmation attached
hereto in the form of Exhibit A from the existing Subsidiary Guarantors.




          3. Representations and Warranties of the Company. The Company hereby represents and
warrants as follows:




          (a) The Company has the requisite power and authority to execute and deliver this Amendment
and to perform this Amendment and the Credit Agreement (as modified hereby).




          (b) The execution and delivery of this Amendment and the performance of this Amendment and the
Credit Agreement (as modified hereby), and the consummation of the transactions contemplated hereby
and thereby, have been duly authorized by all requisite corporate, partnership or limited liability
company acts, including any required shareholder approval of the Company.




          (c) This Amendment has been duly executed and delivered by the Company and the Credit
Agreement (as modified hereby) constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms (except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally and general
equitable principles).




          (d) The execution and delivery of this Amendment and the performance of this Amendment and the
Credit Agreement (as modified hereby) do not and will not (i) conflict with the articles of
incorporation or by-laws of the Company, (ii) conflict with, result in a breach of or constitute
(with or without notice or lapse of time or both) a default under any Requirement of Law
(including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation
of the Company, or require termination of any Contractual Obligation, except any such conflict,
breach, default or termination which individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company, other
than Liens permitted or created by the Loan Documents. The execution and delivery of this


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Amendment and the performance by the Company of this Amendment and the Credit Agreement (as
modified hereby) do not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by any Governmental Authority (including under any
Environmental Property Transfer Act) or any other third party except such registrations, consents,
approvals, notices and other actions which have been made, obtained or given, or which, if not
made, obtained or given, individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect.




          (e) As of the date hereof, after giving effect to the terms of this Amendment, (i) there
exists no Default or Unmatured Default and (ii) the representations and warranties contained in
Article VI of the Credit Agreement are true and correct in all material respects (unless
such representation and warranty is made as of a specific date, in which case, such representation
and warranty shall be true and correct in all material respects as of such date; it being
understood and agreed that the representations and warranties set forth in Sections 6.5 and
6.7 of the Credit Agreement were only made as of the Closing Date).




          4. Reference to and Effect on the Credit Agreement and Loan Documents.




          (a) Upon the effectiveness of this Amendment, each reference to the Credit Agreement in the
Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement
as modified hereby. This Amendment is a Loan Document pursuant to the Credit Agreement and shall
(unless expressly indicated herein or therein) be construed, administered, and applied, in
accordance with all of the terms and provisions of the Credit Agreement.




          (b) The Company (i) agrees that, except as specifically provided herein, this Amendment and
the transactions contemplated hereby shall not limit or diminish the obligations of the Company
arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a
party, (ii) reaffirms its obligations under the Credit Agreement and each and every other Loan
Document to which it is a party and (iii) acknowledges and agrees that, except as specifically
modified above, the Credit Agreement and all other Loan Documents executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby ratified and confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or
the Lenders, nor constitute a waiver of or consent to any modification of any provision of the
Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith.




          5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL
LAWS (INCLUDING 735 ILCS SECTION 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF
LAWS PROVISIONS) OF THE STATE OF ILLINOIS.




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          6. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.




          7. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts (including by means of facsimile or electronic
transmission), and all of said counterparts taken together shall be deemed to constitute one and
the same instrument.




*******




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          IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written.




	 	 	 	 	 
	 	STEELCASE INC.,

as the Company

 	 
	 	By:  	/s/ Gary P. Malburg
 	 
	 	 	Name:  	Gary P. Malburg 	 
	 	 	Title:  	VP, Finance & Treasurer 	 



Signature Page to Amendment No. 3 to Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent, the Issuing Bank, the Swing Line
Bank and as a Lender

 	 
	 	By:  	/s/ Gregory T. Martin
 	 
	 	 	Name:  	Gregory T. Martin 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 3 to Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

(including as successor to STANDARD FEDERAL BANK, N.A.),

as the Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Scott Hitchens
 	 
	 	 	Name:  	Scott Hitchens 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 3 to Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS,

as a Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Chad Watkins
 	 
	 	 	Name:  	Chad Watkins 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                  /s/ Michael Pearce
 	 
	 	 	Name:  	Michael Pearce 	 
	 	 	Title:  	Director 	 



Signature Page to Amendment No. 3 to Credit Agreement




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,

as a Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Eric E.O. Siebert Jr.
 	 
	 	 	Name:  	Eric E.O. Siebert Jr. 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Amendment No. 3 to Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIFTH THIRD BANK,

as a Documentation Agent and as a Lender

 	 
	 	By:  	/s/ Randal Wolffis
 	 
	 	 	Name:  	Randal Wolffis 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 3 to Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HSBC BANK USA, N.A.,

as a Lender

 	 
	 	By:  	/s/ Andrew Bicker
 	 
	 	 	Name:  	Andrew Bicker 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 3 to Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY,

as a Lender

 	 
	 	By:  	/s/ Rebecca H. Pasquesi
 	 
	 	 	Name:  	Rebecca H. Pasquesi 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 3 to Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,

as a Lender

 	 
	 	By:  	/s/ Paula Czach
 	 
	 	 	Name:  	Paula Czach 	 
	 	 	Title:  	Director and Execution Head 	 



Signature Page to Amendment No. 3 to Credit Agreement



 









 






	 	 	 	 	 



EXHIBIT A




Reaffirmation




          Each of the undersigned hereby acknowledges receipt of a copy of Amendment No. 3, dated as of
November 13, 2009 (the “Amendment”), to the Credit Agreement, dated as of July 26, 2005, by and
among Steelcase Inc., a Michigan corporation (the “Company”), the Subsidiary Borrowers from time to
time parties thereto, the institutions from time to time parties thereto (the “Lenders”), JPMorgan
Chase Bank, National Association, as the administrative agent for the Lenders (the “Administrative
Agent”), Bank of America, N.A. and BNP Paribas, as co-syndication agents, and Fifth Third Bank and
Société Générale, as co-documentation agents (as amended by Amendment No. 1 thereto dated as of
August 31, 2006 and by Amendment No. 2 thereto dated as of September 21, 2009, and as the same may
from time to time hereafter be amended, restated, supplemented or otherwise modified, the “Credit
Agreement”). Capitalized terms used in this Reaffirmation and not defined herein shall have the
meanings given to them in the Credit Agreement.




          Each of the undersigned, by its signature below, hereby (a) acknowledges and consents to the
execution and delivery of the Amendment by the parties thereto, (b) agrees that, except as
specifically provided therein, the Amendment and the transactions contemplated thereby shall not
limit or diminish the obligations of such Person arising under or pursuant to the Loan Documents to
which it is a party (including, without limitation, the Subsidiary Guaranty), (c) reaffirms all of
its obligations under the Loan Documents to which it is a party, and (d) acknowledges and agrees
that each Loan Document executed by it remains in full force and effect and is hereby reaffirmed,
ratified and confirmed. All references to the Credit Agreement contained in any Loan Document
shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may
from time to time hereafter be amended, restated, supplemented or otherwise modified. The
Amendment is a Loan Document pursuant to the Credit Agreement and shall (unless expressly indicated
therein) be construed, administered, and applied, in accordance with all of the terms and
provisions of the Credit Agreement.



Dated as of November 13, 2009




[Signatures Appear on Following Page]




 









 








          IN WITNESS WHEREOF, this Reaffirmation has been duly executed as of the day and year first
above written.




	 	 	 	 	 
	 	ANDERSON DESK, INC.

BRAYTON INTERNATIONAL, INC.

IDEO LLC, successor by merger to IDEO INC.

POLYVISION CORPORATION

THE DESIGN TEX GROUP INC.

 	 
	 	By:  	/s/ Gary P. Malburg
 	 
	 	 	Name:  	Gary P. Malburg 	 
	 	 	Title:  	Treasurer 	 
	 
	 	STEELCASE FINANCIAL SERVICES INC.

 	 
	 	By:  	/s/ Gary P. Malburg
 	 
	 	 	Name:  	Gary P. Malburg 	 
	 	 	Title:  	President 	 
	 
	 	STEELCASE EUROPE, L.L.C.

 	 
	 	By:  	/s/ Fred W. Brenner Jr.
 	 
	 	 	Name:  	Fred W. Brenner Jr. 	 
	 	 	Title:  	Manager 	 
	 
	 	STEELCASE SAS

 	 
	 	By:  	/s/ Yvan Stehly
 	 
	 	 	Name:  	Yvan Stehly 	 
	 	 	Title:  	President 	 



Signature Page to Reaffirmation