In re ) ) ) ARMSTRONG WORLD INDUSTRIES, ) Chapter 11 INC., et al., ) Case No. 00-4471 (RJN) ) (Jointly Administered) Debtors ) ------------------------------------) Exhibit 1.23Armstrong Holdings Inc /Pa/ • September 8th, 2003 • Plastics products, nec • Delaware
FORM OF WARRANT AGREEMENT AND FORM OF WARRANT FORM OF WARRANT AGREEMENT (SEPT. 5, 2003) ----------------------------------------- WARRANT AGREEMENTWarrant Agreement • September 8th, 2003 • Armstrong Holdings Inc /Pa/ • Plastics products, nec • New York
EXHIBIT 99.3 ARMSTRONG HOLDINGS, INC. Rights Agreement Dated: March 14, 2000Rights Agreement • May 9th, 2000 • Armstrong Holdings Inc /Pa/ • Plastics products, nec • New York
EXHIBIT 2.1Agreement and Plan • May 9th, 2000 • Armstrong Holdings Inc /Pa/ • Plastics products, nec
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT FORM OF STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT (SEPT. 5, 2003) --------------------------------------------------------------------- STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN...Stockholder and Registration Rights Agreement • September 8th, 2003 • Armstrong Holdings Inc /Pa/ • Plastics products, nec • Pennsylvania
INDEMNIFICATION AGREEMENT FOR DIRECTORS, OFFICERS, AND EXECUTIVES OF ARMSTRONG WORLD INDUSTRIES, INC.Indemnification Agreement • October 31st, 2003 • Armstrong Holdings Inc /Pa/ • Plastics products, nec • Pennsylvania
This Agreement is made effective as of the day of , 200 , by and between Armstrong World Industries, Inc., a Pennsylvania corporation (the “Corporation”) and [INSERT OFFICER OR DIRECTOR NAME] (the “Indemnitee”).
FIFTH AMENDMENT TO REVOLVING CREDIT AND GRARANTY AGREEMENTGraranty Agreement • March 4th, 2004 • Armstrong Holdings Inc /Pa/ • Plastics products, nec • New York
FIFTH AMENDMENT, dated as of October 31, 2003 (the “Amendment”), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of December 6, 2000, among ARMSTRONG WORLD INDUSTRIES, INC., a Pennsylvania corporation (the “Borrower”), a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, the Guarantors named therein (the “Guarantors”), JPMORGAN CHASE BANK, a New York banking corporation JPMorgan Chase”) successor to The Chase Manhattan Bank, each of the other financial institutions party thereto (together with JPMorgan Chase, the “Banks”) and JPMORGAN CHASE BANK, as Agent for the Banks (in such capacity, the “Agent”) successor to The Chase Manhattan Bank:
SCHEDULE OF PARTICIPATING OFFICERS AND DIRECTORSArmstrong Holdings Inc /Pa/ • March 4th, 2004 • Plastics products, nec
Armstrong World Industries, Inc. has entered into substantially similar agreements with certain of its directors and officers, including Michael D. Lockhart, John N. Rigas, Stephen J. Senkowski and William C. Rodruan. Mr. Lockhart’s agreement is modified in that the D & O Insurance Policies referenced have total aggregate limits of $150 million.
EXHIBIT 8.8-B FORM OF MANAGEMENT AGREEMENT AWI does not intend to enter into any new employment agreements with management in connection with consummation of its chapter 11 plan of reorganization.Armstrong Holdings Inc /Pa/ • September 8th, 2003 • Plastics products, nec
AWI does not intend to enter into any new employment agreements with management in connection with consummation of its chapter 11 plan of reorganization.
SCHEDULE OF PARTICIPATING OFFICERS AND DIRECTORSArmstrong Holdings Inc /Pa/ • March 4th, 2004 • Plastics products, nec
Armstrong Holdings, Inc. has entered into substantially similar agreements with certain of its directors and officers, including Michael D. Lockhart, Matthew J. Angello, John N. Rigas and William C. Rodruan. Mr. Lockhart’s agreement is modified in that the D & O Insurance Policies referenced have total aggregate limits of $150 million.
Exhibit 10 CONSULTING AGREEMENT THIS AGREEMENT is made and entered into as of March 29, 2003 (the "Agreement"), by and between Armstrong World Industries, Inc., a Pennsylvania corporation ("Armstrong") and Gerard L. Glenn ("Consultant"). WHEREAS,...Consulting Agreement • May 9th, 2003 • Armstrong Holdings Inc /Pa/ • Plastics products, nec
AGREEMENT OF PURCHASE AND SALE BETWEEN S-J REALTY MANAGEMENT LLC, PURCHASER, AND ARMSTRONG WORLD INDUSTRIES, SELLER 2913 SPOOKY NOOK ROAD, MANHEIM, PAAgreement of Purchase and Sale • January 30th, 2006 • Armstrong Holdings Inc /Pa/ • Plastics products, nec
This Agreement of Purchase and Sale is made as of the later of the dates on which the parties hereto have executed this Agreement, as set forth below (the “Effective Date”), by and between S-J REALTY MANAGEMENT LLC, a New Jersey limited liability company (“Purchaser”), and ARMSTRONG WORLD INDUSTRIES, a Pennsylvania_corporation, debtor and debtor-in-possession operating under Chapter 11 of the Bankruptcy Code (“Seller”).
INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS OF ARMSTRONG HOLDINGS, INC.Indemnification Agreement • March 4th, 2004 • Armstrong Holdings Inc /Pa/ • Plastics products, nec • Pennsylvania
This Agreement is made effective as of the day of [month/year], by and among Armstrong Holdings, Inc., a Pennsylvania corporation (the “Corporation”), Armstrong World Industries, Inc., also a Pennsylvania corporation (the “Subsidiary,” and together with the Corporation referred to as the “Indemnitors”) and [NAME] (the “Indemnitee”).
INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS OF ARMSTRONG HOLDINGS, INC.Indemnification Agreement • March 8th, 2002 • Armstrong Holdings Inc /Pa/ • Plastics products, nec • Pennsylvania
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • March 4th, 2004 • Armstrong Holdings Inc /Pa/ • Plastics products, nec • Pennsylvania
This Settlement and Release Agreement (this “Agreement”) is entered into as of this 9th day of May 2003 by and among Armstrong Holdings, Inc., a Pennsylvania corporation (“AHI”). Armstrong Worldwide, Inc., a Delaware corporation (“AWWD”). and Armstrong World Industries, Inc., a Pennsylvania corporation (“AWI”). The parties hereto may be collectively referred to herein as the “Parties’” and each individually as a “Party”.
