Definitions

Definitions. All capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings set forth in the Sublease.

Definitions. Whenever used in the Plan, the following terms shall have the meanings set forth in this Section 15. (a) "Alternative Termination Date" has the meaning ascribed in subsection (c) of Section 5. (b) "Board of Directors" or "Board" means the Board of Directors of Herman Miller, Inc., a Michigan corporation, at the time the term is applied. (c) "Change in Control" means: (i) The acquisition, by any one person or more than one person "acting as a group" (as described in subparagraph (D), below), of... Common Stock that, together with Common Stock held by such person or group, constitutes more than 50% of the total Fair Market Value or total voting power of Common Stock. (A) If any one person, or more than one person acting as a group, is considered to own more than 50% of the total Fair Market Value or total voting power of Common Stock, the acquisition of additional Common Stock by the same person or persons is not a Change in Control of the Company. (B) An increase in the percentage of Common Stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires Common Stock in exchange for property will be treated as an acquisition of Common Stock for purposes of paragraph (i). (C) Paragraph (i) applies only when there is a transfer of Common Stock (or issuance of Common Stock), and Common Stock remains outstanding after the transaction. (D) For purposes of this subsection (c), persons will not be considered to be acting as a group solely because they purchase or own Common Stock at the same time, or as a result of the same public offering. Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. If a person, including an entity, owns both Common Stock and stock of another corporation and the Company and such corporation enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in the Company prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. (E) For purposes of this subsection (c), Section 318 of the Internal Revenue Code of 1986, as amended applies to determine the ownership of Common Stock. Common Stock underlying a vested option is considered owned by the individual who holds the vested option, and the Common Stock underlying an unvested option is not considered owned by the individual who holds the unvested option. However, if a vested option is exercisable for Common Stock that is not "substantially vested" (as that term is defined in Section 1.83-3(b) and (j) of the Treasury Regulations), the Common Stock underlying the option is not treated as owned by the individual who holds the option. (F) For purposes of this subsection (c), a "person" means an individual, a trust, estate, partnership, association, company, or corporation; (ii) The acquisition, by any one person or more than one person acting as a group, or the acquisitions over a 12-month period ending on the date of the most recent acquisition by such person or persons, of Common Stock possessing 35% or more of the total voting power of the Common Stock. If any one person, or more than one person acting as a group, possesses 35% or more of the total voting power of the Common Stock, the acquisition of additional control of the Company by the same person or persons is not considered to cause a Change in Control of the Company under this paragraph (ii) or under paragraph (i). A Change in Control under this paragraph (ii) also may occur in any transaction in which either of the two corporations involved in the transaction has a Change in Control under paragraph (i) or (iv); (iii) The replacement, during any 12-month period, of a majority of members of the Board by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. A Change in Control under this paragraph (iii) also may occur in any transaction in which either of the two corporations involved in the transaction has a Change in Control under paragraph (i) or (iv); or (iv) The acquisition by any one person or more than one person acting as a group, or the acquisitions over a 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. (A) For purposes of paragraph (iv), "gross fair market value" means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. (B) A transfer of assets by the Company is not treated as a Change in Control if the assets are transferred to: (I) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to Common Stock; (II) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (III) A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or (IV) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (III). For purposes of this subparagraph (B), a person's status is determined immediately after the transfer of assets. View More

Definitions. The following definitions shall hereafter mean the following, for purposes of this Amendment and the Credit Agreement as amended by this Agreement: "Account Debtor" has the meaning assigned to such term in the definition of "Consolidated Eligible Accounts Receivable." 1 "Aggregate Revolving Loan Commitments" shall mean the aggregate of all Revolving Loan Commitments of all the Lenders. "Alternate Capital" shall mean cash obtained by Borrower through the issuance of any common... stock, preferred stock, warrant or other equity (other than the exercise of stock options by current or former employees, officers and directors) or through Subordinated Indebtedness, in each case on such terms and in such amounts as are approved by the Required Lenders. "Borrowing Base" means one hundred percent (100%) of Consolidated Eligible Accounts Receivable. "Excess Cash Amount" shall mean the amount by which the Non-Earmarked Cash exceeds $5,000,000. "Grantor" shall mean Borrower and each Subsidiary that is a party to a Security Agreement. "Large Disputed Accounts" shall mean Accounts with gross amounts outstanding greater than $1,000,000 (before consideration of (i) costs and estimated earnings in excess of billings, (ii) billings in excess of costs and estimated earnings or (iii) any bad debt reserves associated with any such Accounts) that are in dispute as of November 30, 2004. "Loan Parties" means, collectively, Borrower and each Person (other than Agent or any Lender) executing a Loan Document including, without limitation, each Guarantor, each Grantor and each Person executing a Collateral Document, each of which shall be referred to individually herein as a "Loan Party." "Net Cash Proceeds" shall mean (a) with respect to any Alternate Capital or other funds received through Subordinated Indebtedness, cash received by Borrower on or after the date of incurrence of such Subordinated Indebtedness after payment of all attorneys' fees and usual and customary underwriting commissions, closing costs, and other reasonable expenses associated with such Subordinated Indebtedness; and (b) with respect to any Alternate Capital or other funds received through the issuance of any common stock, preferred stock, warrant or other equity, cash received by Borrower on or after the date of such equity issuance, from such equity issuance after payment of all attorneys' fees and usual and customary underwriting commissions, closing costs, and other reasonable expenses associated with such equity issuance. "Non-Earmarked Cash" shall mean (i) the aggregate of all Cash Equivalent Investments of Borrower and all Subsidiaries excluding (ii) (A) funds required by Sections 2.7.2 (i), 2.7.2(ii), 2.7.2 (iv), or 2.7.2(v) to be paid as mandatory prepayments under such Sections, provided that such amounts are paid as required by such Sections immediately upon being received by Borrower or the applicable Subsidiary in collected funds, and (B) funds kept on hand in the ordinary course of business of Borrower and its Subsidiaries for payroll funding. "Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party. Any document delivered to Agent or any 2 Lender that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. "Revolving Loan Commitment" means, for each Lender, the obligation of such Lender to make Revolving Loans to, and participate in Facility LCs issued upon the application of, the Borrower in an aggregate amount not exceeding the amount set forth below or as set forth in any Notice of Assignment relating to any assignment that has become effective pursuant to Section 12.3.2, as such amount may be modified from time to time pursuant to the terms hereof. View More

Definitions. (a) Section 1.01 of the Existing Credit Agreement shall be amended by inserting the following definitions (or, in the case of any of the following defined terms that are already defined in the Existing Credit Agreement, by amending and restating in its entirety each such term to read as set forth below) in their proper respective alphabetical locations: "Applicable Additional Margin" means 0.10% per annum. "Applicable Margin" and "Applicable Facility Fee Rate" means, for any day, with... respect to any Euro-Dollar Loan or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption "Applicable Margin" or "Applicable Facility Fee Rate", respectively, based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt: Index DebtRatings (S&P/Moody's) ApplicableMargin Applicable Facility Fee Rate Category 1 > A / A2 0.215 % 0.06 % Category 2 A- / A3 0.245 % 0.08 % Category 3 BBB+ / Baa1 0.30 % 0.10 % Category 4 £ BBB / Baa2 0.50 % 0.15 % For purposes of the foregoing, (a) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories that are one Category apart, the Applicable Margin and the Applicable Facility Fee Rate shall be determined by reference to the Category of the higher of the two ratings; (b) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories that are more than one Category apart, the Applicable Margin and the Applicable Facility Fee Rate shall be determined by reference to the Category next below that of the higher of the two ratings; (c) if only one of Moody's and First Amended and Restated Credit Agreement S&P shall have in effect a rating for the Index Debt, the Applicable Margin and the Applicable Facility Fee Rate shall be determined by reference to the Category of such rating; (d) if neither Moody's nor S&P shall have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then the applicable rating shall be determined by reference to Category 4; and (e) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Company to the Administrative Agent and the Banks pursuant to Section 5.01 or otherwise. Each change in the Applicable Margin and the Applicable Facility Fee Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Company and the Banks shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin and the Applicable Facility Fee Rate shall be determined by reference to the rating of Moody's and/or S&P, as the case may be, most recently in effect prior to such change or cessation. "Commitment Termination Date" means December 10, 2009 or, if such day is not a Business Day, the next preceding Business Day. "Commitment Utilization Day" means (i) any day on which the aggregate principal amount of outstanding Loans (excluding Money Market Loans) exceeds 50% of the aggregate amount of the Commitments and (ii) any day following the termination of the Commitments on which any Loans are outstanding hereunder. "Company's 2003 Form 10-K" means the Company's annual report on Form 10-K for 2003, as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. "JPMCB" means JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank). "Restatement Effective Date" has the meaning set forth in Section 4 of the First Amended and Restated Credit Agreement dated as of December 10, 2004. (b) The definition of ""Applicable Margin", "Applicable Additional Margin" and "Applicable Commitment Fee Rate"" contained in Section 1.01 of the Existing Credit Agreement shall be deleted in its entirety. (c) The definition of "Commitment" shall be amended by inserting a new sentence at the end thereof to read as follows: "The aggregate amount of the Banks' Commitments is $500,000,000 as of the Restatement Effective Date." First Amended and Restated Credit Agreement (d) The definition of "Effective Date" contained in Section 1.01 of the Existing Credit Agreement shall be deleted in its entirety. (e) The definition of "LN(UK)" contained in Section 1.01 of the Existing Credit Agreement shall be deleted in its entirety. (f) Each reference to the term "Company's 2002 Form 10-K" in the Existing Credit Agreement shall be amended and replaced with the term "Company's 2003 Form 10-K". View More

Definitions. Clause (f) of the defined term "Permitted Indebtedness" in Section 14.1 of the Loan Agreement is amended and restated as follows: (f) Indebtedness of up to Ten Million Dollars ($10,000,000) secured exclusively by a security interest in a Deposit Account held with, or Certificate of Deposit issued by, the holder of such Indebtedness, and on terms reasonably acceptable to Agent;

Definitions. The following terms shall have the meanings as defined below. Capitalized terms used herein and not defined shall have the meanings attributed to them in the Plan.

Definitions. The person or persons designated as the recipient of a deceased Participant's benefits under the Program. 2.2 Board. The Board of Directors of the Company. 2.3 Committee. The Compensation Committee of the Board or, except as to Section 16 Officers, the Management Committee or any person to whom the administrative authority has been delegated by the Committee. 2.4 Company. Leggett & Platt, Incorporated. 2.5 Compensation. The sum of a Participant's salary earned in a Plan Year plus the... Participant's bonus earned in that same Plan Year, without reduction for any deferral elections made by the Participant under the Company's deferred compensation program. 2.6 Deferral Percentage. The lesser of (a) 6% or (b) the deferral percentage chosen by the Participant for the Retirement K, without regard to any limitations imposed by the Internal Revenue Code and/or ERISA. 2.7 ERISA. The Employee Retirement Income Security Act of 1974, as amended. 2.8 Excess Payment. The cash payment made to a Participant pursuant to Section 4. 2.9 Management Committee. A committee selected by the Board that is authorized to act on behalf of the Committee under the Program, except with respect to Section 16 Officers. 2.10 Match Rate. The Company's age-weighted match rate assigned to each Participant under the Retirement K and based upon the Participant's age as of December 31, 2006. The match rates are 20% for Participants below age 35, 40% for Participants age 35 to 44, 60% for Participants age 45 to 54, and 80% for Participants age 55 and over. 2.11 Participant. An employee who makes deferrals into the Retirement K. 2.12 Plan Year. Any calendar year beginning on or after January 1, 2007, in which the Company maintains the Retirement K. 2.13 Retirement K. The enhanced 401(k) program implemented by the Company in 2007 for the benefit of active participants in the Company's defined benefit Retirement Plan as of December 31, 2006, the date the Retirement Plan was frozen. 2.14 Retirement K Match Amount. The amount contributed by the Company to the Participant's Retirement K account for the Plan Year. 2.15 Section 16 Officers. All officers of the Company subject to the requirements of Section 16 of the Securities Exchange Act of 1934. View More

Definitions. A separate book account established by the Company to track Stock Units for each Participant. 2.2 Additional Matching Contribution. The Company's additional contribution of amounts to a Participant's Account made pursuant to Section 4.5. 2.3 Beneficiary. The person or persons designated as the recipient of a deceased Participant's benefits under the Program. 2.4 Board. The Board of Directors of the Company. 2.5 Calendar Year. Any calendar year beginning on or after January 1, 2005. 2.6 Change... in Control. "Change in Control" shall be defined as any event qualifying for a distribution of deferred compensation under Section 409A(a)(2)(A)(v) of the Internal Revenue Code. 2.7 Committee. The Compensation Committee of the Board or, except as to Section 16 Officers, the Management Committee or any person to whom the administrative authority has been delegated by the Committee. 2.8 Common Stock. The Company's $.01 par value common stock. 2.9 Company. Leggett & Platt, Incorporated. 2.10 Compensation. Salary, bonuses, and all other forms of cash compensation, to the extent designated by the Committee, earned and vested in any Calendar Year. In the case of a sales representative whose regular paycheck includes funds for travel and expenses, Compensation means 75% of the total. Compensation will also include remuneration which would have been received in cash but for the Participant's election to defer such remuneration or to receive a stock option in lieu of such remuneration in accordance with any deferred compensation program of the Company. Any amounts considered as Compensation by virtue of the preceding sentence will be counted as Compensation only once, even if the benefits derived from such compensation are includible in the Participant's taxable income in a subsequent year. 1 2.11 Contributions. The amounts contributed to a Participant's Account, which include Participant Contributions, Matching Contributions, Additional Matching Contributions and Dividend Contributions. 2.12 Disability. A Participant is considered disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant's employer. 2.13 Dividend Contribution. The Company's contribution of dividend amounts to a Participant's Account made pursuant to Section 4.6. 2.14 Election. A Participant's election to contribute Compensation, which sets forth the percentage of Compensation to be contributed, the method of distribution of stock units and such other items as the Committee may require. 2.15 Employer. The Company or any directly or indirectly majority-owned subsidiary, partnership or limited liability company of the Company. 2.16 ERISA. The Employee Retirement Income Security Act of 1974, as amended. 2.17 Fair Market Value. The closing price of Common Stock on a given date as reported on the New York Stock Exchange composite tape or, in the absence of sales on a given date, the closing price (as so reported) on the New York Stock Exchange on the last day on which a sale occurred prior to such date. 2.18 FICA. Federal Income Contributions Act, as amended. 2.19 Key Employee. A management and/or highly compensated employee of the Employer. 2.20 Management Committee. A committee selected by the Board that is authorized to act on behalf of the Committee under the Program, except with respect to Section 16 Officers. 2.21 Matching Contribution. The Company's contribution of amounts to a Participant's Account equal to 50% of a Participant's Contribution made pursuant to Section 4.4. 2.22 Participant. A Key Employee selected to participate in the Program who has delivered a signed Election to the Company. 2.23 Participant's Contribution. The Participant's contribution of Compensation which is used to acquire Stock Units pursuant to Section 4.3. 2.24 Section 16 Officers. All officers of the Company subject to the requirements of Section 16 of the Securities Exchange Act of 1934. 2 2.25 Section 409A. Section 409A of the Internal Revenue Code, including all regulations and other guidance of general applicability issued thereunder. 2.26 Separation from Service. "Separation from Service" shall mean a termination of employment or other event as defined under Section 409A. 2.27 Specified Employee. Any Participant meeting the definition of "specified employee" under Section 409A(a)(2)(B)(i). 2.28 Stock Unit. A unit of account deemed to equal a single share (or fractional share) of Common Stock. 2.29 Unforeseeable Emergency. A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. 2.30 Year of Service. Any calendar year in which the Participant completes 1,000 hours of service. An hour of service means any hour for which the Employer pays the Participant, including hours paid for vacation, illness or disability. If the Participant was employed by a company or division acquired by the Company, the Participant's service will include hours of service with the acquired company for purposes of eligibility. 2.31 Year of Vesting Service. Any Year of Service except any year when the Participant is or was eligible to make contributions to this Program or the Stock Bonus Plan but declined to make such contributions. View More

Definitions. A separate book account established by the Company or its third party agent to track Stock Units and Diversified Investments for each Participant.

Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement (as defined below).