hmi8k_08292019ex102






                                                               Execution Version                                    August 28, 2019   Herman Miller, Inc.  855 East Main Avenue  Zeeland, Michigan  49464         Re:    Amendment No. 2 to Private Shelf Agreement    Ladies and Gentlemen:          Reference is made to that certain Private Shelf Agreement dated as of December 14, 2010   (as amended by Amendment No. 1 thereto dated September 13, 2016, the “Agreement”),   between Herman Miller, Inc., a Michigan corporation (the “Company”), on the one hand, and   PGIM, Inc. (formerly known as Prudential Investment Management, Inc.) (“Prudential”) and   each Prudential Affiliate which becomes a party thereto, on the other hand.  Capitalized terms   used and not otherwise defined herein shall have the meanings assigned to such terms in the   Agreement.          The Company has requested that Prudential and the Required Holder(s) agree to modify   the Agreement as set forth below.  Subject to the terms and conditions hereof, Prudential and the   Required Holder(s) are willing to agree to the Company’s requests.          Accordingly, and in accordance with the provisions of Section 17.1 of the Agreement, the   parties hereto agree as follows:          SECTION 1.  Amendments.  Effective on the Effective Date (as defined in Section 2   hereof), the Agreement is amended as follows:          1.1  Amendment to Section 7.2.  Section 7.2 of the Agreement is amended and   restated in its entirety to read as follows:                Section 7.2.  Officer’s  Certificate.  Each set of financial statements         delivered to Prudential or a holder of Notes pursuant to Section 7.1(a) or         Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial         Officer, in a form acceptable to the Required Holder(s) (each, a “Compliance         Certificate”), setting forth:                 (a) Covenant Compliance — the information (including detailed               calculations) required in order to establish whether the Company was in               compliance with the requirements of Sections 10.1, 10.2 , 10.3, 10.4, 10.6,               10.9, 10.11, 10.12 and each additional covenant provided by Section 9.10               hereof during the quarterly or annual period covered by the statements               then being furnished (including with respect to each such Section, where               applicable, the calculations of the maximum or minimum amount, ratio or  





 






            percentage, as the case may be, permissible under the terms of such              Sections, and the calculation of the amount, ratio or percentage then in              existence);                 (b) Event of Default — a statement that such officer has              reviewed the relevant terms hereof and such review has not have disclosed              the existence during the quarterly or annual period covered by the              statements then being furnished of any condition or event that constitutes a              Default or an Event of Default or, if any such condition or event existed or              exists, specifying the nature and period of existence thereof and what              action the Company shall have taken or proposes to take with respect              thereto; and                (c) Change in GAAP — stating whether any change in GAAP or              in the application thereof has occurred since the date of the audited              financial statements for the fiscal year ended June 1, 2019 and, if any such              change has occurred, specifying the effect of such change on the financial              statements accompanying such certificate.               1.2    Amendment to Section 9.10.  Section 9.10 of the Agreement is amended and  restated in its entirety to read as follows:                     Section 9.10.  Additional Covenants. If at any time the Company       or any of its Subsidiaries shall enter into or be a party to any instrument or       agreement, including all such instruments or agreements in existence as of the       date hereof and all such instruments or agreements entered into after the date       hereof, relating to or amending any provisions applicable to any of its       Indebtedness which, in the aggregate together with any related Indebtedness,       exceeds $30,000,000, which includes covenants or defaults not substantially       provided for in this Agreement or more favorable to the lender or lenders       thereunder than those provided for in this Agreement, then the Company shall       promptly so advise the holders of the Notes.  Thereupon, if the Required       Holder(s) shall request, upon notice to the Company, the Company and the       holders of the Notes shall enter into an amendment to this Agreement or an       additional agreement (as the Required Holder(s) may request), providing for       substantially the same covenants and defaults as those provided for in such       instrument or agreement to the extent required and as may be selected by the       Required Holder(s).        1.3   Amendments to Section 10.1.  Section 10.1 of the Agreement is amended as  follows:         (a)   Section 10.1(b) of the Agreement is hereby amended by deleting the reference to  “December 18, 2007” contained therein and inserting “Second Amendment Effective Date” in  lieu thereof.                                          2  





 






      (b)   Section 10.1(e) of the Agreement is hereby amended and restated in its entirety to  read as follows:                     (e)  Indebtedness not otherwise permitted by this Section 10.1              that, together (without duplication) with Indebtedness secured by Liens              created by the Company or any Subsidiary under Section 10.2(f), does not              in the aggregate at any time outstanding exceed the greater of              (i) $40,000,000 and (ii) 10% of Tangible Net Worth; provided that,              notwithstanding the foregoing, the aggregate amount permitted under this              clause (e) shall not at any time that the Bank Credit Agreement is in effect              exceed the aggregate amount permitted thereunder.         1.4  Amendments to Section 10.2.  Section 10.2 of the Agreement is amended as  follows:         (a)  Section 10.2(b) of the Agreement is hereby amended by deleting each reference to  “First Amendment Effective Date” contained therein and inserting “Second Amendment  Effective Date” in lieu thereof.         (b)   Section 10.2(f) of the Agreement is hereby amended and restated in its entirety to  read as follows:                     (f)   Liens not otherwise permitted by this Section 10.2 securing              Indebtedness that, together (without duplication) with Indebtedness              incurred or assumed by any Subsidiary under Section 10.1(e), does not in              the aggregate at any time outstanding exceed the greater of              (i) $40,000,000 and (ii) 10% of Tangible Net Worth; provided that,              notwithstanding the foregoing, the aggregate amount permitted under this              clause (f) shall not at any time that the Bank Credit Agreement is in effect              exceed the aggregate amount permitted thereunder; provided, further that              no such Liens shall secure the obligations of the Company or any              Subsidiary under any Principal Credit Facility.         1.5   Amendment to Section 10.3.  Section 10.3 of the Agreement is amended and  restated in its entirety to read as follows:               Section 10.3.  Fundamental  Changes.  The Company will not, and will       not permit any Subsidiary to, merge into or consolidate with any other Person or        permit any other Person to merge into or consolidate with it, or sell all or        substantially all of its assets to any other Person (including by Division), except       for the following:                     (a)   (i) any Wholly-Owned Subsidiary of the Company may             merge with the Company, provided that the Company shall be the             continuing and surviving entity, or (ii) any Wholly-Owned Subsidiary of             the Company may merge with or into any Subsidiary Guarantor, provided             that such Subsidiary Guarantor shall be the continuing or surviving entity                                          3  





 






            or, simultaneously with such transaction, the continuing or surviving              entity shall become a Subsidiary Guarantor;                      (b)  any Wholly-Owned Subsidiary of the Company that is not              a Subsidiary Guarantor may merge with any other Wholly-Owned              Subsidiary that is not a Subsidiary Guarantor;                      (c)   the Company or any Subsidiary may merge or consolidate              with any other Person in connection with a Permitted Acquisition,              provided that in the case of a merger the Company or such Subsidiary (as              applicable) shall be the continuing and surviving entity;                     (d)   any Wholly-Owned Subsidiary of the Company may              dispose of all or substantially all of its assets to the Company or any              Subsidiary Guarantor; provided that, with respect to any such disposition              by any Wholly-Owned Subsidiary that is not a Subsidiary Guarantor, the              consideration for such disposition shall not exceed the fair value of such              assets; and                     (e)  any Wholly-Owned Subsidiary of the Company that is not              a Subsidiary Guarantor may dispose of all or substantially all of its assets              to any other Wholly-Owned Subsidiary that is not a Subsidiary Guarantor.         1.6   Amendment to Section 10.4.  Section 10.4 of the Agreement is amended and  restated in its entirety to read as follows:               Section 10.4.  Investments,  Loans, Advances and Acquisitions.  The        Company will not, and will not permit any of its Subsidiaries to, purchase, hold or        acquire (including pursuant to any merger with any Person that was not a Wholly-       Owned Subsidiary prior to such merger) any Equity Interests, evidences of        indebtedness or other securities (including any option, warrant or other right to        acquire any of the foregoing) of, make or permit to exist any loans or advances to,        or make or permit to exist any investment or any other interest in, any other        Person, or make any Acquisition, except:                     (a) Permitted Investments;                     (b)   investments, loans or advances made by the Company to              any Wholly Owned Subsidiary and made by any Subsidiary to the              Company or any Wholly Owned Subsidiary; and                     (c)   Acquisitions, investments, loans or advances not otherwise              permitted by this Section 10.4 (including, for the avoidance of doubt,              investments in joint ventures and other investments in Equity Interests of              any other Person), but only if (i) no Default or Event of Default exists or              will result after giving effect to any such Acquisition, investment, loan or              advance and (ii) on a pro forma basis, as if such Acquisition, investment,              loan or advance (and any related incurrence or assumption of                                         4  





 






            Indebtedness) had occurred at the beginning of the most recently ended              four fiscal quarter period for which the Company has delivered financial              statements pursuant to Section 7.1(a) or Section 7.1(b) that precedes the              Determination Date for such Acquisition, investment, loan or advance, the              Leverage Ratio as of such Determination Date would not exceed 3.50 to              1.00 (without giving effect to any Step-Up Election) (each Acquisition              made in accordance with this clause (c), a “Permitted Acquisition”).  For              the avoidance of doubt, the Company shall not be required to deliver a              Compliance Certificate in order to evidence its compliance with the              requirements of this clause (c) in connection with any Acquisition,              investment, loan or advance.         1.7   Amendment to Section 10.6.  Section 10.6(c)(ii) of the Agreement is amended  and restated in its entirety to read as follows:               (ii)   on a pro forma basis, assuming such Restricted Payment (and any        related incurrence of Indebtedness) had occurred at the beginning of the most        recently-ended four fiscal quarter period for which the Company has delivered        financial statements under Section 7.1(a) or (b) that precedes the date on which        such Restricted Payment actually occurs, (A) the Leverage Ratio as of the        Determination Date for such Restricted Payment would not exceed 3.50 to 1.00        (without giving effect to any Step-Up Election) and (B) the Company would be in        compliance with the terms and conditions of this Agreement (for the avoidance of        doubt, the Company shall not be required to deliver a Compliance Certificate in        order to evidence its compliance with the requirements of this clause (ii) in        connection with any Restricted Payment); and         1.8   Amendment to Section 10.12.  Section 10.12 of the Agreement is amended and  restated in its entirety to read as follows:               Section 10.12. Interest Coverage Ratio.  The Company will not permit the        Interest Coverage Ratio to be less than 3.50 to 1.00 as of the end of any fiscal        quarter.         1.9   Amendment to Section 22.3.  Section 22.3 of the Agreement is amended and  restated in its entirety to read as follows:               Section 22.3.  Accounting Terms; Pro Forma Calculations; Divisions.                 (a)   All accounting terms used herein which are not expressly defined        in this Agreement have the meanings respectively given to them in accordance        with GAAP.  Except as otherwise specifically provided herein, (i) all        computations made pursuant to this Agreement shall be made in accordance with        GAAP, and (ii) all financial statements shall be prepared in accordance with        GAAP; provided that, if (a) the Company elects to change its accounting practices        during the term of this Agreement from those used in the preparation of the        annual financial statements for the fiscal year ended June 1, 2019, or (b) GAAP                                          5  





 






 changes during the term of this Agreement such that any covenants contained   herein would then be calculated in a materially different manner or with   materially different components, then the Company and the Required Holder(s)   agree to negotiate in good faith to amend this Agreement in such respects as are   necessary to conform those covenants as criteria for evaluating the Company’s   financial condition to substantially the same criteria as were effective prior to   such change by the Company or in GAAP; provided, however, that, until the   Company and the Required Holder(s) so amend this Agreement, all such   covenants shall be calculated in accordance with the accounting practices or   GAAP as in effect immediately prior to such change (“Static GAAP”).  During   any period that compliance with any covenants shall be determined pursuant to   Static GAAP, the Company shall include reconciliations in reasonable detail   between GAAP (including the relevant accounting change) and Static GAAP with   respect to the applicable compliance calculations contained in each certificate of a   Senior Financial Officer delivered pursuant to Section 7.2 during such period.    Notwithstanding the provisions of the previous two sentences, the parties hereto   agree that with respect to financial results for periods ending prior to the   Company’s implementation of FASB ASC 842 (Leases) (the “Lease Accounting   Change”), all covenants (including financial covenants) under this Agreement   shall continue to be calculated in accordance with GAAP as in effect immediately   prior to the implementation of the Lease Accounting Change, unless otherwise   agreed by and between the Company and the Required Holder(s).    Notwithstanding the foregoing or any other provision of this Agreement, for   purposes of determining compliance with any covenant, including any financial   covenant, and all financial statements delivered hereunder, Indebtedness of the   Company and any of its Subsidiaries shall be deemed to be carried at 100% of the   outstanding principal amount thereof, and the effects of FASB ASC 825 (and   FASB ASC 470-20, if applicable) on financial liabilities shall be disregarded.            (b)   For purposes of calculating the Leverage Ratio and the Interest   Coverage Ratio, any Acquisition or any sale or other disposition outside the   ordinary course of business by the Company or any of its Subsidiaries of any asset   or group of related assets in one or a series of related transactions, the net   proceeds from which exceed $1,000,000, including the incurrence of any   Indebtedness and any related financing or other transactions in connection with   any of the foregoing, occurring during the period for which such ratios are   calculated, shall be deemed to have occurred on the first day of the relevant   period for which such ratios were calculated on a pro forma basis acceptable to   the Required Holder(s).            (c)   For all purposes under the Transaction Documents, in connection   with any Division: (a) if any asset, right, obligation or liability of any Person   becomes the asset, right, obligation or liability of a different Person, then it shall   be deemed to have been transferred from the original Person to the subsequent   Person, and (b) if any new Person comes into existence, such new Person shall be   deemed to have been organized on the first date of its existence by the holders of  its Equity Interests at such time.                                    6  





 






      1.10  Amendments to Schedule A.           (a)  The following new definitions are added to Schedule A to the Agreement in  proper sequence:               “Compliance Certificate” is defined in Section 7.2.                “Division” means a division of the assets, liabilities and/or obligations of        a Person among two or more surviving Persons, pursuant to a plan of division or        similar arrangement under Delaware law (or any comparable event under a        different jurisdiction’s laws).               “Second Amendment Effective Date” means August 28, 2019.         (b)   The following definitions contained in Schedule A to the Agreement are amended  and restated in their entirety to read as follows, respectively:                “Bank Credit Agreement” means the Fifth Amended and Restated Credit        Agreement dated as of August 28, 2019 by and among the Company, certain        Subsidiaries of the Company named therein, Wells Fargo Bank, National        Association, as administrative agent, and the other financial institutions party        thereto, as amended, restated, joined, supplemented or otherwise modified from        time to time, and any renewals, extensions or replacements thereof which        constitute the primary bank credit facility of the Company and its Subsidiaries.               “Capital Lease Obligation” of any Person means, subject to Section        22.3(a), the obligations of such Person to pay rent or other amounts under any        lease of (or other arrangement conveying the right to use) real or personal        property, or a combination thereof, which obligations are required to be classified        and accounted for as capital or finance leases on a balance sheet of such Person        under GAAP, and the amount of such obligations shall be the capitalized amount        thereof determined in accordance with GAAP.  For the avoidance of doubt,        obligations of any Person under leases that are classified as “operating leases”        shall not be included in the definition of “Capital Lease Obligations,” regardless        of whether such obligations are shown on such Person’s balance sheet.               “Consolidated EBITDA” means, with reference to any period, the net        income (or loss) of the Company and its Subsidiaries for such period, plus, to the        extent deducted from revenues in determining such net income, (a) Consolidated        Interest Expense, (b) expense for income taxes paid or accrued, (c) depreciation,        (d) amortization, (e) other non-cash expenses, including non-cash, share-based        compensation deducted from net income in accordance with SFAS 123(R),        (f) non-recurring costs or expenses incurred in connection with a restructuring or        permitted merger or acquisition (in each case, with the written consent of the        Required Holder(s), which shall not be unreasonably withheld), and        (g) extraordinary non-cash losses incurred other than in the ordinary course of        business, minus (or in the case of charges, plus), to the extent included in such net                                         7  





 






 income, extraordinary gains realized other than in the ordinary course of business,   all as determined in accordance with GAAP and calculated for the Company and   its Subsidiaries on a consolidated basis.          “Guarantee” of or by any Person (the “guarantor”) means any   obligation, contingent or otherwise, of the guarantor guaranteeing or having the   economic effect of guaranteeing any Indebtedness or other obligation of any other   Person (the “primary obligor”) in any manner, whether directly or indirectly, and   including any obligation of the guarantor, direct or indirect, (a) to purchase or pay   (or advance or supply funds for the purchase or payment of) such Indebtedness or   other obligation or to purchase (or to advance or supply funds for the purchase of)   any security for the payment thereof, (b) to purchase or lease property, securities   or services for the purpose of assuring the owner of such Indebtedness or other   obligation of the payment thereof, (c) to maintain working capital, equity capital   or any other financial statement condition or liquidity of the primary obligor so as   to enable the primary obligor to pay such Indebtedness or other obligation, (d) as   an account party in respect of any letter of credit, bank guarantee or letter of   guaranty issued to support such Indebtedness or obligation or (e) for the purposes  of assuring in any other manner the oblige in respect of such Indebtedness or  other obligation of the payment or performance thereof or to protect such oblige  against loss in respect thereof (whether in whole or in part); provided that the term   Guarantee shall not include endorsements for collection or deposit in the ordinary   course of business.           “Indebtedness” of any Person means, without duplication, (a) all  obligations of such Person for borrowed money or with respect to deposits or  advances of any kind, (b) all obligations of such Person evidenced by bonds,  debentures, notes or similar instruments, (c) all obligations of such Person upon  which interest charges are customarily paid, (d) all obligations of such Person  under conditional sale or other title retention agreements relating to property  acquired by such Person, (e) all obligations of such Person in respect of the  deferred purchase price of property or services (excluding (i) current accounts  payable incurred in the ordinary course of business and (ii) Supply Chain  Accounts Payable incurred in the ordinary course of business, regardless of  whether such current accounts payable or Supply Chain Accounts Payable are  required to be classified as debt under GAAP or any other accounting rules or  standards from time to time applicable to the Company or any Subsidiary  Guarantor), (f) all Indebtedness of others secured by (or for which the holder of  such Indebtedness has an existing right, contingent or otherwise, to be secured by)  any Lien on property owned or acquired by such Person, whether or not the  Indebtedness secured thereby has been assumed, (g) all Guarantees by such  Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person,  (i) all obligations, contingent or otherwise, of such Person as an account party in  respect of letters of credit, letters of guaranty and bank guarantees, (j) all  obligations, contingent or otherwise, of such Person in respect of bankers’  acceptances, (k) all Off-Balance Sheet Liabilities of such Person, (l) all                                    8  





 






      obligations under any Disqualified Stock of such Person and (m) the Net Mark-to-       Market Exposure of such Person under Swap Agreements.  The Indebtedness of        any Person shall include the Indebtedness of any other entity (including any        partnership in which such Person is a general partner) to the extent such Person is        liable therefor as a result of such Person’s ownership interest in or other        relationship with such entity, except to the extent the terms of such Indebtedness        provide that such Person is not liable therefor. Indebtedness of any Person shall        not include (i) leases under which such Person is lessee that are true operating        leases or (ii) such Person’s obligations under performance bonds.               “Multiemployer Plan” means a “multiemployer plan” (as such term is        defined in Section 4001(a)(3) of ERISA) to which the Company or any ERISA        Affiliate is making, or is accruing an obligation to make, or has accrued an        obligation to make contributions within the preceding five years, or to which the        Company or any ERISA Affiliate has any liability (contingent or otherwise).               “Permitted Acquisition” is defined in Section 10.4(c).                “Permitted Investments” means any investment that would qualify as cash        equivalents under GAAP and any other investments that are either (a) permitted        by the Company’s investment policy as of the Second Amendment Effective Date        or (b) permitted under any revised or successor investment policy that may from        time to time be adopted by the Company after the Second Amendment Effective        Date, so long as any such investment described in this clause (b) that would not        have been permitted under the Company’s investment policy described in clause        (a) is reasonably acceptable to the Required Holder(s).         (c)  The definitions of “Capital Lease”, “Material Acquisition” and “Proposed Target”  contained in Schedule A are deleted in their entirety.         1.11  Amendments to Schedules.  Schedules 10.2 and 10.8 to the Agreement are  replaced with Schedules 10.2 and 10.8, respectively, to this letter.         SECTION 2.  Conditions Precedent.  The amendments in Section 1 of this letter shall  become effective as of the date (the “Effective Date”) upon which each of the following  conditions is satisfied:         2.1.  Documents.  Prudential and each holder of a Note shall have received original  counterparts or, if satisfactory to Prudential and such holder, certified or other copies of all of the  following, each duly executed and delivered by the party or parties thereto, in form and  substance satisfactory to Prudential and such holder, dated the date hereof unless otherwise  indicated, and on such date in full force and effect:               (a)   a copy of this letter, duly executed by the Company; and               (b)   a fully-executed copy of the Fifth Amended and Restated Credit        Agreement among the Company, the Subsidiaries of the Company from time to time                                         9  





 






      parties thereto as subsidiary borrowers, various financial institutions and Wells Fargo        Bank, National Association, as administrative agent (the “Restated Credit Agreement”).         2.2.  Fees and Expenses.  The Company shall have paid the fees and expenses of  special counsel to Prudential and the holders that have been presented to the Company as of the  Effective Date.         2.3   Representations and Warranties.  The representations and warranties of the  Company in Section 3 hereof shall be true and correct on the Effective Date.         2.4   Proceedings.  All corporate and other proceedings taken or to be taken in  connection with the transactions contemplated hereby and all documents incident thereto shall be  satisfactory in substance and form to Prudential and the holders of the Notes and their counsel,  and Prudential and each holder of a Note shall have received all such counterpart originals or  certified or other copies of such documents as it may reasonably request.         SECTION 3.  Representations and Warranties of the Company.  To induce  Prudential and the holders of Notes to execute and deliver this letter, the Company hereby  represents, warrants and covenants that (a) the execution and delivery of this letter has been duly  authorized by all necessary corporate action on behalf of the Company and this letter has been  executed and delivered by a duly authorized officer of the Company, and all necessary or  required consents to this letter have been obtained and are in full force and effect, (b) the  representations and warranties contained in Section 5 of the Agreement are true on and as of the  Effective Date (after giving effect to the amendments herein) and (c) there does not exist on the  Effective Date any Event of Default or Default (after giving effect to the amendments herein).         SECTION 4.  Representations and Warranties of Holders of Notes.  Each holder of  the Notes executing this letter hereby represents and warrants to the Company that (a) such  holder holds the outstanding principal amount of the Notes set forth beneath its signature hereto;  and (b) each person signing this letter on its behalf has been duly authorized and has the requisite  authority to execute and deliver this letter on behalf of such party and to bind such party to the  terms and conditions of this letter.         SECTION 5. Reference to and Effect on Agreement.  Upon the effectiveness of the  amendments in this letter, each reference to the Agreement in any other document, instrument or  agreement shall mean and be a reference to the Agreement, as modified by this letter.  Except as  specifically set forth in Section 1 of this letter, the Agreement shall remain in full force and  effect and each is hereby ratified and confirmed in all respects.  Except as specifically set forth in  Section 1 of this letter, the execution, delivery and effectiveness of this letter shall not (a) amend  the Agreement or any Note, (b) operate as a waiver of any right, power or remedy of Prudential  or the holder of any Note, or (c) constitute a waiver of, or consent to any departure from, any  provision of the Agreement or any Note at any time.  The Company acknowledges and agrees  that neither Prudential nor any holder of a Note is under any duty or obligation of any kind or  nature whatsoever to grant the Company any future amendments, waivers or consents of any  type, whether or not under similar circumstances, and no course of dealing or course of  performance shall be deemed to have occurred as a result of the amendments herein.                                          10  





 






       SECTION 6.  Expenses.  The Company hereby confirms its obligations under the   Agreement, whether or not the transactions hereby contemplated are consummated, to pay,   promptly after request by Prudential, all reasonable out-of-pocket costs and expenses, including   attorneys’ fees and expenses, incurred by Prudential or the holders of the Notes in connection   with this letter agreement or the transactions contemplated hereby, in enforcing any rights under   this letter, or in responding to any subpoena or other legal process or informal investigative  demand issued in connection with this letter or the transactions contemplated hereby.  The  obligations of the Company under this Section 6 shall survive transfer by any holder of any Note  and payment of any Note.         SECTION 7.  Governing  Law.   THIS LETTER SHALL BE CONSTRUED AND   ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL   BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING ANY   CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS   AGREEMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR   THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY   OTHER JURISDICTION).          SECTION 8. Counterparts; Facsimile Signature Pages; Section Titles.  This letter   may be executed in any number of counterparts, each of which when so executed and delivered   shall be deemed to be an original and all of which taken together shall constitute but one and the   same instrument.  Delivery of an executed counterpart of a signature page to this letter by  facsimile or electronic transmission shall be effective as delivery of a manually executed  counterpart of this letter.  The section titles contained in this letter are and shall be without  substance, meaning or content of any kind whatsoever and are not a part of the agreement  between the parties hereto.                                 [signature pages follow]                                           11  





 






                ______________________________            Very truly yours,           PGIM,  INC. (formerly known as Prudential           Investment Management, Inc.)            By:                 Vice President Diaa    YcJL           THE  PRUDENTIAL     INSURANCE    COMPANY          OF  AMERICA             By:____                 Vice President           Outstand ing principal amount of Notes held:           $45,000,000.00           THE  GIBRALTAR     LIFE INSURANCE     CO.,            LTD.           By:    Prudential Investment Management Japan                 Co., Ltd. (as Investment Manager)           By:    PGIM, Inc. (as Sub-Adviser)           By:___________                 Vice President           Outstand ing principal amount of Notes held:           $5,000,000.00   Signature Page to Amendment No. 2 





 






Agreed and accepted:   HERMAN MILLER, INC.   By:  Name:  KevitrT. Veltman  Title: Vice President - Investor Relations         and Treasurer                                 Signature Page to Amendment No. 2  





 






                                       SCHEDULE 10.2                                      EXISTING LIENS   Liens evidenced by the following UCC filings (each filing made with the office of the  Michigan Secretary of State):   Secured Party              Original File No.  Original Collateral                                              Date of                                              Filing  Raymond Leasing Corporation  2012100527-4   7/12/12  Specific leased equipment  Hurco Companies, Inc.      2015010104-5     1/23/15  Specific equipment  Precision Jig & Fixture, Inc.  2015056498-2  4/24/15  Specific fixtures  Classic Die, Inc.          2015070251-8     5/19/15  Filing under Michigan Special Tools Lien                                                       Act  Precision Jig & Fixture, Inc.  2015102030-9  7/17/15  Specific fixtures  Commercial Tool & Die, Inc.  2015137753-2   10/2/15  Filing under Michigan Special Tools Lien                                                       Act  Specialty Tooling Systems, Inc.  2015140158-5  10/8/15  Specific equipment  Commercial Tool & Die, Inc.  2015143774-4   10/15/15  Filing under Michigan Special Tools Lien                                                       Act  Specialty Tooling Systems, Inc.  2015153507-1  11/5/15  Specific equipment  Specialty Tooling Systems, Inc.  2015153508-3  11/5/15  Specific equipment  Commercial Tool & Die, Inc.  2016089807-0   6/27/16  Filing under Michigan Special Tools Lien                                                       Act  C.G. Automation & Fixture, Inc.  20161026000756-2  10/26/16  Filing under Michigan Special Tools Lien                                                       Act  C.G. Automation & Fixture, Inc.  20170111001171-3  1/11/17  Filing under Michigan Special Tools Lien                                                       Act  Commercial Tool & Die, Inc.  20170203000172-5  2/3/17  Filing under Michigan Special Tools Lien                                                       Act  C.G. Automation & Fixture, Inc.  20170420000445-3  4/20/17  Filing under Michigan Special Tools Lien                                                       Act  Commercial Tool & Die, Inc.  20170504000976-9  5/4/17  Filing under Michigan Special Tools Lien                                                       Act  M & K Truck Leasing, LLC   20170711000519-6  7/11/17  Leased vehicles  Commercial Tool & Die, Inc.  20171017000616-6  10/17/17  Filing under Michigan Special Tools Lien                                                       Act  Paramount Tool & Die, Inc.  20171026000263-6  10/26/17  Filing under Michigan Special Tools Lien                                                       Act  Paramount Tool & Die, Inc.  20171026000296-4  10/26/17  Filing under Michigan Special Tools Lien                                                       Act  Stiles Machinery, Inc.     20171220000764-4  12/20/17  Specific equipment  Commercial Tool & Die, Inc.  20180509000601-2  5/9/18  Filing under Michigan Special Tools Lien                                                       Act  Paramount Tool & Die, Inc.  20180518000139-8 5/18/18  Filing under Michigan Special Tools Lien                                                       Act  Paramount Tool & Die, Inc.  20180518000202-3 5/18/18  Filing under Michigan Special Tools Lien                                                       Act  Paramount Tool & Die, Inc.  20180601000491-4 6/1/18  Filing under Michigan Special Tools Lien                                                       Act  Paramount Tool & Die, Inc.  20180622000396-3 6/22/18  Filing under Michigan Special Tools Lien                                                       Act  C.G. Automation & Fixture, Inc.  20180817000303-9  8/17/18  Filing under Michigan Special Tools Lien     





 






   Secured Party              Original File No.  Original Collateral                                              Date of                                              Filing                                                       Act  C.G. Automation & Fixture, Inc.  20181113000743-1  11/13/18  Filing under Michigan Special Tools Lien                                                       Act  Commercial Tool & Die, Inc.  20181212000272-8  12/12/18  Filing under Michigan Special Tools Lien                                                       Act  Commercial Tool & Die, Inc.  20190509000608-4  5/9/19  Filing under Michigan Special Tools Lien                                                       Act  C.G. Automation & Fixture, Inc.  20190611000572-4  6/11/19  Filing under Michigan Special Tools Lien                                                       Act                                                                                                                                                 





 






                                   SCHEDULE 10.8                              EXISTING RESTRICTIONS                                           Existing restrictive agreements include:          -Schedule 5.4(d) is incorporated herein by reference.                -Schedule 5.15(c) is incorporated herein by reference.                -ISDA Master Agreement dated August 5, 2016 between Wells Fargo Bank, N.A. and the        Company, including the Schedule thereto, as amended by First Amendment dated August        29, 2016 (note: this agreement incorporates restrictions from the Bank Credit Agreement        by reference but contains no independent restrictions that violate Section 10.8)                -ISDA Master Agreement dated November 30, 2016 between PNC Bank, N.A. and the       Company, including the Schedule to the Master Agreement (note: this agreement       incorporates restrictions from the Bank Credit Agreement by reference but contains no       independent restrictions that violate Section 10.8)                                                                                                  CH2\22421941.4