Armstrong World Industries, Inc. 5,200,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2012 • Armstrong World Industries Inc • Plastics products, nec • New York
Armstrong 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
