0000950130-98-005221 Sample Contracts

Standard Contracts

Exhibit 1.1 UNDERWRITING AGREEMENT
Underwriting Agreement • November 2nd, 1998 • Armstrong World Industries Inc • Plastics products, nec

We (the "Manager") are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Armstrong World Industries, Inc., a Pennsylvania corporation (the "Company"), proposes to issue and sell $180,000,000 aggregate initial offering price of 7.45% Senior Quarterly Interest Bonds due October 15, 2038 (the "Debt Securities"). The Debt Securities are also referred to herein as the Offered Securities. The Debt Securities will be issued pursuant to the provisions of an Indenture dated as of August 6, 1996 (the "Indenture") between the Company and The Chase Manhattan Bank, formerly known as Chemical Bank, as successor to Mellon Bank, N.A., as Trustee (the "Trustee"), as amended.

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Exhibit 1.3 ARMSTRONG WORLD INDUSTRIES, INC. UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES AND PREFERRED STOCK)
Underwriting Agreement • November 2nd, 1998 • Armstrong World Industries Inc • Plastics products, nec • New York
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