Armstrong World Industries, Inc. 3,900,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2014 • 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 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.”
