Armstrong Flooring, Inc. Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 5th, 2019 • Armstrong Flooring, Inc. • Plastics products, nec • New York

This CREDIT AGREEMENT is entered into as of December 31, 2018, among Armstrong Flooring, Inc., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer.

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FIFTH AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE AGREEMENT
Credit Agreement • January 3rd, 2022 • Armstrong Flooring, Inc. • Plastics products, nec • New York

This CREDIT AGREEMENT is entered into as of December 31, 2018, among Armstrong Flooring, Inc., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Australian Security Trustee, Swingline Lender and L/C Issuer.

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CREDIT AGREEMENT dated as of April 1, 2016, among ARMSTRONG FLOORING, INC., and ARMSTRONG HARDWOOD FLOORING COMPANY, as Borrowers, CERTAIN SUBSIDIARIES OF ARMSTRONG FLOORING, INC. IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as...
Credit Agreement • April 4th, 2016 • Armstrong Flooring, Inc. • Plastics products, nec • New York

This CREDIT AGREEMENT is entered into as of April 1, 2016 among ARMSTRONG FLOORING, INC., a Delaware corporation, and ARMSTRONG HARDWOOD FLOORING COMPANY, a Tennessee corporation, as Borrowers, the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 12th, 2016 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

AGREEMENT, effective as of March 30, 2016, between Armstrong Flooring, Inc., a Delaware corporation (the “Company”), and [________] (the “Indemnitee”).

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FORM OF AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Release Agreement • March 6th, 2018 • Armstrong Flooring, Inc. • Plastics products, nec • Pennsylvania

THIS AGREEMENT, effective December 1, 2017, is made by and between Armstrong Flooring, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Executive”).

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AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • March 6th, 2018 • Armstrong Flooring, Inc. • Plastics products, nec • Pennsylvania

THIS AGREEMENT, effective December 1, 2017, is made by and between Armstrong Flooring, Inc., a Delaware corporation (the “Company”), and Donald R. Maier (the “Executive”).

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SECOND AMENDMENT TO TERM LOAN AGREEMENT AND FIRST AMENDMENT TO PLEDGE AGREEMENT
Term Loan Agreement • January 3rd, 2022 • Armstrong Flooring, Inc. • Plastics products, nec • New York

THIS TERM LOAN AGREEMENT is entered into as of June 23, 2020, among ARMSTRONG FLOORING, INC., a Delaware corporation (the “U.S. Borrower”), Armstrong Flooring Pty Ltd., an Australian proprietary limited company (the “Australian Borrower”), the Guarantors (defined herein), the Lenders (defined herein) party hereto from time to time, and PATHLIGHT CAPITAL LP, as Administrative Agent and, Collateral Agent and Australian Security Trustee (as such terms are defined herein).

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STOCK PURCHASE AGREEMENT BY AND BETWEEN ARMSTRONG FLOORING, INC. AND TARZAN HOLDCO, INC. DATED AS OF NOVEMBER 14, 2018
Stock Purchase Agreement • November 15th, 2018 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2018, by and between Armstrong Flooring, Inc., a Delaware corporation (“Seller”), and Tarzan HoldCo, Inc., a Delaware corporation (“Buyer”).

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TAX MATTERS AGREEMENT BY AND BETWEEN ARMSTRONG WORLD INDUSTRIES, INC. AND ARMSTRONG FLOORING, INC. DATED AS OF [ ]
Tax Matters Agreement • February 2nd, 2016 • Armstrong Flooring, Inc. • Plastics products, nec

This TAX MATTERS AGREEMENT, dated as of [ ] (this “Agreement”), is by and between Armstrong World Industries, Inc., a Pennsylvania corporation (“AWI”), and Armstrong Flooring, Inc., a Delaware corporation (“AFI”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation and Distribution Agreement”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • January 7th, 2019 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of this 31st day of December, 2018, by and between Armstrong Flooring, Inc., a Delaware corporation (“Seller”), and Tarzan Holdco, Inc., a Delaware corporation (“Buyer”).

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ARMSTRONG FLOORING, INC. STOCK UNIT GRANT AGREEMENT
2016 Directors Stock Unit Plan • May 9th, 2016 • Armstrong Flooring, Inc. • Plastics products, nec • Pennsylvania

Armstrong Flooring, Inc. (the “Company”) and ________________ (the “Grantee”) for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and intending to be legally bound hereby, agree as follows:

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ARMSTRONG WORLD INDUSTRIES, INC. AND ARMSTRONG FLOORING, INC. DATED AS OF APRIL 1, 2016
Employee Matters Agreement • April 4th, 2016 • Armstrong Flooring, Inc. • Plastics products, nec

This EMPLOYEE MATTERS AGREEMENT, dated as of April 1, 2016 (this “Agreement”), is by and between Armstrong World Industries, Inc., a Pennsylvania corporation (“AWI”), and Armstrong Flooring, Inc., a Delaware corporation (“AFI”).

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • May 3rd, 2019 • Armstrong Flooring, Inc. • Plastics products, nec • Pennsylvania

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into on May 2, 2019, by and between Armstrong Flooring, Inc., a Delaware corporation (the “Company”) and Donald R. Maier (“Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties.”

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SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 2nd, 2022 • Armstrong Flooring, Inc. • Plastics products, nec • New York

This SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 1, 2022 (this “Amendment”), is by and among BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), as Swingline Lender, as L/C Issuer, and as collateral agent and Australian security trustee (in such capacity together with its successors and permitted assigns in such capacity, the “Collateral Agent”), the Lenders under and as defined in the Existing Credit Agreement defined below party hereto (collectively, the “Consenting Lenders”), ARMSTRONG FLOORING, INC., a Delaware corporation (the “Borrower”), and the guarantors party hereto (collectively with the Borrower, the “Loan Parties”).

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LEASE AGREEMENT Dated June 26, 2020 Between HIGH PROPERTIES A Pennsylvania limited partnership and ARMSTRONG FLOORING, INC. A Delaware corporation Relating to Lancaster, Pennsylvania 17601
Lease Agreement • June 30th, 2020 • Armstrong Flooring, Inc. • Plastics products, nec

This Lease Agreement (this “Lease”) is made and executed this 26th day of June, 2020, by and between HIGH PROPERTIES, a Pennsylvania limited partnership, as successor to HIGH PROPERTIES, a Pennsylvania general partnership, (herein called “Landlord”), and ARMSTRONG FLOORING, INC., a Delaware corporation (herein called “Tenant”).

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN ARMSTRONG WORLD INDUSTRIES, INC. AND ARMSTRONG FLOORING, INC. DATED AS OF APRIL 1, 2016
Transition Services Agreement • April 4th, 2016 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of April 1, 2016 (this “Transition Services Agreement”), is by and between Armstrong World Industries, Inc., a Pennsylvania corporation (“AWI”), and Armstrong Flooring, Inc., a Delaware corporation (“AFI”).

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TRANSITION TRADEMARK LICENSE AGREEMENT BY AND BETWEEN ARMSTRONG FLOORING, INC., AFI LICENSING LLC AND ARMSTRONG WORLD INDUSTRIES, INC., DATED AS OF APRIL 1, 2016
Transition Trademark License Agreement • April 4th, 2016 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

This TRANSITION TRADEMARK LICENSE AGREEMENT (this “Agreement”), is dated as of April 1, 2016 (the “Effective Date”), by and between Armstrong Flooring, Inc., a Delaware corporation (“AFI”), and AFI Licensing LLC, a Delaware limited liability company (“AFI LC”) (AFI and AFI LC collectively, “Licensor”), and Armstrong World Industries, Inc., a Pennsylvania corporation (“AWI” or “Licensee”) (each a “Party” and together, the “Parties”).

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LEASE BETWEEN ARMSTRONG WORLD INDUSTRIES, INC. AND ARMSTRONG FLOORING, INC. DATED AS OF [ ]
Lease Between • February 2nd, 2016 • Armstrong Flooring, Inc. • Plastics products, nec • Pennsylvania

This AGREEMENT OF LEASE, dated as of [ ] (this “Lease”), between Armstrong World Industries, Inc., a Pennsylvania corporation, having an address at 2500 Columbia Avenue, Building 5, Lancaster, PA 17603, party of the first part (hereinafter referred to as “Landlord”), and Armstrong Flooring, Inc., a Delaware corporation, having an address at 2500 Columbia Avenue, Building 701, Lancaster, PA 17603, party of the second part (hereinafter referred to as “Tenant”).

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TRADEMARK LICENSE AGREEMENT BY AND BETWEEN ARMSTRONG WORLD INDUSTRIES, INC., AWI LICENSING LLC AND ARMSTRONG FLOORING, INC. DATED AS OF APRIL 1, 2016
Trademark License Agreement • April 4th, 2016 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

This TRADEMARK LICENSE AGREEMENT (this “Agreement”), is dated as of April 1, 2016 (the “Effective Date”), by and between Armstrong World Industries, Inc., a Pennsylvania corporation (“AWI”), and AWI Licensing LLC, a Delaware limited liability company (“AWI LC”) (AWI and AWI LC collectively, “Licensor”), and Armstrong Flooring, Inc., a Delaware corporation (“AFI” or “Licensee”) (each a “Party” and together, the “Parties”).

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AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
Agreement of Purchase and Sale • March 2nd, 2021 • Armstrong Flooring, Inc. • Plastics products, nec • California

This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of this 25th day of February 2021 (“Execution Date”), by and between Armstrong Flooring, Inc., a Delaware corporation (“Seller”), and South Gate Owner, LP, a Delaware limited partnership (“Buyer”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 4th, 2016 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”), dated as of March 31, 2016, made and entered into by and between AFI Intermediate Co., a Pennsylvania corporation (“AFI Intermediate”), and Armstrong Flooring, Inc., a Delaware corporation (“AFI”).

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THIRD AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • March 31st, 2022 • Armstrong Flooring, Inc. • Plastics products, nec • New York

This THIRD AMENDMENT TO TERM LOAN AGREEMENT, dated as of March 31, 2022 (this “Amendment”), is by and among PATHLIGHT CAPITAL LP, in its capacity as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity together with its successors and permitted assigns in such capacity, the “Collateral Agent”), the Lenders under and as defined in the Existing Credit Agreement defined below party hereto (collectively, the “Consenting Lenders”), ARMSTRONG FLOORING, INC., a Delaware corporation (the “Company”), ARMSTRONG FLOORING PTY LTD, an Australian proprietary limited company (the “Australian Borrower”, and together with the Company, collectively, the “Borrowers” and each, a “Borrower”), and the guarantors party hereto (collectively with the Borrowers, the “Loan Parties”).

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EXHIBIT G FORM OF HOLDBACK AGREEMENT
Form of Holdback Agreement • March 2nd, 2021 • Armstrong Flooring, Inc. • Plastics products, nec • California

This HOLDBACK ESCROW AGREEMENT (this “Holdback Agreement”) is entered into as of February , 2021 by and among , a (“Seller”), , a (“Buyer”), and CHICAGO TITLE INSURANCE COMPANY (“Escrow Agent”).

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LEASE AGREEMENT Dated June 26, 2020 Between HIGH PROPERTIES A Pennsylvania limited partnership and ARMSTRONG FLOORING, INC. A Delaware corporation Relating to
Lease Agreement • June 30th, 2020 • Armstrong Flooring, Inc. • Plastics products, nec

This Lease Agreement (this “Lease”) is made and executed this 26th day of June, 2020, by and between HIGH PROPERTIES, a Pennsylvania limited partnership, as successor to HIGH PROPERTIES, a Pennsylvania general partnership (herein called “Landlord”), and ARMSTRONG FLOORING, INC., a Delaware corporation (herein called “Tenant”).

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SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 31st, 2022 • Armstrong Flooring, Inc. • Plastics products, nec • New York

This SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2022 (this “Amendment”), is by and among BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), as Swingline Lender, as L/C Issuer, and as collateral agent and Australian security trustee (in such capacity together with its successors and permitted assigns in such capacity, the “Collateral Agent”), the Lenders under and as defined in the Existing Credit Agreement defined below party hereto (collectively, the “Consenting Lenders”), ARMSTRONG FLOORING, INC., a Delaware corporation (the “Borrower”), and the guarantors party hereto (collectively with the Borrower, the “Loan Parties”).

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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 4th, 2021 • Armstrong Flooring, Inc. • Plastics products, nec • New York

This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 1, 2021 (this “Amendment”), is by and among BANK OF AMERICA, N.A., in its capacity as administrative agent, (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), as Swingline Lender, as L/C Issuer, and as collateral agent (in such capacity together with its successors and permitted assigns in such capacity, the “Collateral Agent”), the Lenders under and as defined in the Existing Credit Agreement defined below party hereto (collectively, the “Consenting Lenders”), ARMSTRONG FLOORING, INC., a Delaware corporation (the “Borrower”), and the guarantors party hereto (collectively with the Borrower, the “Loan Parties”).

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ARMSTRONG FLOORING, INC. TIME-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted Stock Unit Grant Agreement • May 17th, 2019 • Armstrong Flooring, Inc. • Plastics products, nec • Pennsylvania

Armstrong Flooring, Inc. (the “Company”) and Larry S. McWilliams (the “Grantee”) for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged and intending to be legally bound hereby, agree as follows:

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FORM OF RETENTION BONUS AGREEMENT
Form of Retention Bonus Agreement • November 5th, 2019 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

THIS RETENTION BONUS AGREEMENT (the “Agreement”) is entered into as of October 31, 2019 (“Effective Date”), by and between Armstrong Flooring, Inc. (the “Company”) and ___________ (“Executive”)1.

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • March 6th, 2018 • Armstrong Flooring, Inc. • Plastics products, nec • Pennsylvania

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into on February 1, 2018, by and between Armstrong Flooring, Inc., a Delaware corporation (the “Company”) and Joseph N. Bondi (“Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties.”

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ASSET PURCHASE AGREEMENT by and among ARMSTRONG FLOORING, INC. and ARMSTRONG FLOORING PTY LTD as the AFI Entities, AND BRAESIDE MILLS INVESTMENTS PTY LTD, GIPPSLAND LAKES VICTORIA HOLDINGS PTY LTD and HS MCKENDRICK FAMILY NOMINEES PTY LTD AS TRUSTEE...
Asset Purchase Agreement • July 14th, 2022 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 11, 2022 (the “Execution Date”), by and among (i) Armstrong Flooring, Inc., a Delaware corporation (“Parent”), (ii) Armstrong Flooring Pty Ltd, an Australian company limited by shares (“Seller” and, together with Parent, the “AFI Entities” and each, an “AFI Entity”), and (iii) Braeside Mills Investments Pty Ltd (“Braeside Mills Investments”), Gippsland Lakes Victoria Holdings Pty Ltd (“GLVH”) and HS McKendrick Family Nominees Pty Ltd (“HS McKendrick Family Nominees” and, together with Braeside Mills Investments and GLVH, each, a “Buyer” and collectively, “Buyers”) as trustee of the Mills Unit Trust. Capitalized terms have the definitions set forth in Article I below.

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INTELLECTUAL PROPERTY AGREEMENT
Intellectual Property Agreement • January 7th, 2019 • Armstrong Flooring, Inc. • Plastics products, nec • Delaware

This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of December 31, 2018 (the “Effective Date”) is entered into by and between Armstrong Flooring, Inc., a Delaware corporation (“Seller”) and AFI Licensing LLC, a Delaware limited liability company (“Licensing” and together with Seller, “Arizona”) and AHF Holding, Inc. (formerly known as Tarzan HoldCo, Inc.), a Delaware corporation (“Buyer”) and Armstrong Hardwood Flooring Company, a Tennessee corporation (the “Company” and together with Buyer the “Buyer Entities”) (each of Arizona on the one hand and the Buyer Entities on the other hand, a “Party” and collectively, the “Parties”).

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • November 5th, 2019 • Armstrong Flooring, Inc. • Plastics products, nec • Pennsylvania

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into on October 18, 2019, by and between Armstrong Flooring, Inc., a Delaware corporation (the “Company”) and Dominic C. Rice (“Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties.”

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EMPLOYMENT AGREEMENT
Release Agreement • September 10th, 2019 • Armstrong Flooring, Inc. • Plastics products, nec • Pennsylvania

THIS AGREEMENT (this “Agreement”) is hereby entered into as of the 30th day of August, 2019, by and between Armstrong Flooring, Inc. (the “Company”) and Michel S. Vermette, (the “Executive”) (hereinafter collectively referred to as “the parties”).

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Participant Name]
Armstrong Flooring, Inc. • July 30th, 2021 • Plastics products, nec • Delaware

This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goal attached as Exhibit A and incorporated herein and the Terms and Conditions attached as Exhibit B.

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FOURTH AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • May 2nd, 2022 • Armstrong Flooring, Inc. • Plastics products, nec • New York

This FOURTH AMENDMENT TO TERM LOAN AGREEMENT, dated as of May 1, 2022 (this “Amendment”), is by and among PATHLIGHT CAPITAL LP, in its capacity as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity together with its successors and permitted assigns in such capacity, the “Collateral Agent”), the Lenders under and as defined in the Existing Credit Agreement defined below party hereto (collectively, the “Consenting Lenders”), ARMSTRONG FLOORING, INC., a Delaware corporation (the “Company”), ARMSTRONG FLOORING PTY LTD, an Australian proprietary limited company (the “Australian Borrower”, and together with the Company, collectively, the “Borrowers” and each, a “Borrower”), and the guarantors party hereto (collectively with the Borrowers, the “Loan Parties”).

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