Armstrong World Industries, Inc. 3,900,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2014 • Armstrong World Industries Inc • Plastics products, nec • New York
Contract Type FiledMarch 10th, 2014 Company Industry JurisdictionArmstrong World Industries, Inc., a Pennsylvania corporation (the “Company”), the Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust, a Delaware trust (the “Trust”), and Armor TPG Holdings, L.P., a Delaware limited partnership (“TPG” and together with the Trust, the “Selling Shareholders”), confirm their respective agreements with Morgan Stanley & Co. LLC (the “Underwriter”), with respect to the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriter of the number of common shares, par value $0.01 per share, of the Company (“Common Shares”) set forth in Schedule I hereto. The aforesaid 3,900,000 Common Shares to be purchased by the Underwriter are herein called the “Securities.” This Underwriting Agreement is sometimes referred to herein as this “Agreement.”
Armstrong World Industries, Inc. 6,000,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2013 • Armstrong World Industries Inc • Plastics products, nec • New York
Contract Type FiledNovember 13th, 2013 Company Industry JurisdictionArmstrong World Industries, Inc., a Pennsylvania corporation (the “Company”), the Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust, a Delaware trust (the “Trust”), and Armor TPG Holdings, L.P., a Delaware limited partnership (“TPG” and together with the Trust, the “Selling Shareholders”), confirm their respective agreements with Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (together, the “Underwriters”), with respect to the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common shares, par value $0.01 per share, of the Company (“Common Shares”) set forth in Schedule I hereto. The aforesaid 6,000,000 Common Shares to be purchased by the Underwriters are herein called the “Securities.” This Underwriting Agreement is sometimes referred to herein as this “Agreement.”
Armstrong World Industries, Inc. 12,057,382 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2013 • Armstrong World Industries Inc • Plastics products, nec • New York
Contract Type FiledSeptember 13th, 2013 Company Industry JurisdictionIn connection with the offering of the Securities, the Underwriter and the Company have entered into the Share Repurchase Agreement, dated as of September 10, 2013 (the “Share Repurchase Agreement”), pursuant to which the Underwriter has agreed to sell to the Company, and the Company has agreed to purchase from the Underwriter on the Closing Date 5,057,382 Common Shares (the “Concurrent Share Repurchase”) at a purchase price per share equal to the price per share at which the Underwriter will purchase the Securities from the Selling Shareholders pursuant to Section 3 of this Agreement. The Concurrent Share Repurchase will be consummated on the Closing Date and is conditioned upon the closing of the offering of the Securities pursuant to the terms of this Agreement and is subject to the terms and conditions in the Share Repurchase Agreement.
Armstrong World Industries, Inc. 5,200,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2012 • Armstrong World Industries Inc • Plastics products, nec • New York
Contract Type FiledNovember 14th, 2012 Company Industry JurisdictionArmstrong World Industries, Inc., a Pennsylvania corporation (the “Company”), the Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust, a Delaware trust (the “Trust”), and Armor TPG Holdings, L.P., a Delaware limited partnership (“TPG” and together with the Trust, the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule II hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common shares, par value $0.01 per share, of the Company (“Common Shares”) set forth