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.
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.
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”).
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”.
