EXHIBIT NO. 4(j) 

 

**FIFTH AMENDMENT**

**TO REVOLVINGCREDIT AND**

**GRARANTY AGREEMENT**

 

**FIFTH**AMENDMENT, dated as of October 31, 2003 (the “Amendment”), to the **REVOLVING CREDIT AND GUARANTY AGREEMENT,**dated as ofDecember 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: 

 

**WITNESSETH:**

 

**WHEREAS,**the Borrower, the Guarantors, the Banks and the Agent are parties to that certain Revolving Credit and Guaranty Agreement, dated as ofDecember 6, 2000, as amended by that certain First Amendment to Revolving Credit and Guaranty Agreement dated as of February 2, 2001, that certain Amendment Letter dated as of February 28, 2001, that certain Second Amendment to Revolving Credit andGuaranty Agreement dated as of May 29, 2001, that certain Third Amendment to Revolving Credit and Guaranty Agreement dated as of June 4, 2001 and that certain Fourth Amendment to Revolving Credit and Guaranty Agreement dated September 30, 2002 (asthe same may be further amended, modified or supplemented from time to time, the “Credit Agreement”); and 

 

**WHEREAS,**the Borrowers and the Guarantors have requested that from and after the Effective Date (as hereinafter defined) of this Amendment, theCredit Agreement be amended subject to and upon the terms and conditions set forth herein; 

 

**NOW, THEREFORE,**the parties hereto hereby agree as follows: 

 

1. As used herein, all terms that are defined in the Credit Agreement shall have the same meanings herein. 

 

2. Section 1.01 of the Credit Agreement is hereby amended by amending thedefinition of “Maturity Date” in its entirety to read as follows: 

 

“Maturity Date” shall mean December 8, 2004. 

 

3. This Amendment shall not become effective (the “Effective Date”) until (i) the date on whichthis Amendment shall have been executed by the Borrower, the Guarantors, the Banks and the Agent, and the Agent shall have received evidence satisfactory to it of such execution, and (ii) the Bankruptcy Court shall have entered an order in form andsubstance satisfactory to the Agent authorizing the terms of this Amendment and the conditional payment by the Borrower to the Agent, for its own account of an arrangement fee in the amount and upon the conditions heretofore agreed upon by theBorrower and the Agent, and for the respective account of each Bank, a conditional amendment fee in the amount and upon the conditions heretofore agreed upon by the Borrower and the Banks. 

 

4. Except to the extent hereby amended, the Credit Agreement and each of theLoan Documents remain in full force and effect and are hereby ratified and affirmed. 

 

5. The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment, including the reasonable fees and disbursementsof special counsel to the Agent. 

 

6. This Amendment shall belimited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) toprejudice any right or rights which the Agent or the Banks may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred toin the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment. 

 

7. This Amendment may be executed in any number of counterparts and by thedifferent parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. 

 

8. This Amendment shall be governed by, and construed in accordance with, thelaws of the State of New York. 

 

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IN WITNESS **WHEREOF,**the parties hereto have caused this Agreement to be duly executed as of theday and the year first written. 

 
**BORROWER:****ARMSTRONG WORLD INDUSTRIES, INC.**By: 
/S/ Leonard A. Campanaro
    
Name: Leonard A. Campanaro

Title: Senior Vice President & Chief

Financial Officer
By: 
/S/ Barry M. Sullivan
    
Name: Barry M. Sullivan

Title: Vice President &Treasurer

 
**GUARANTORS:****NITRAM LIQUIDATORS, INC.**By: 
/S/ Walter T. Gangl
    
Name: Walter T. Gangl

Title: Assistant Secretary

 
**DESSEAUX CORPORATION OF NORTH AMERICA**By: 
/S/ Walter T. Gangl
    
Name: Walter T. Gangl

Title: President & Assistant Secretary

 

**JPMORGAN CHASE BANK**

    Individually and as Agent
By: 
/S/ Stephanie Parker
    
Name: Stephanie Parker

Title: Vice President

 

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**BANK OF AMERICA, N.A.**By: 
/S/ R. Barkowicz
    
Name: R. Batkowicz

Title: Vice President

 
**BARCLAYS BANK PLC**By: 
/S/ Nicholas Bell
    
Name: Nicholas Bell

Title: Director