Exhibit 10.2





Exhibit 10.2




AMENDED AND RESTATED SECURITY AGREEMENT




THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”), dated as of
November 23, 2010, is by and among the parties identified as “Grantors” on the signature pages
hereto and such other parties as may become Grantors hereunder after the date hereof (individually
a “Grantor”, and collectively the “Grantors”) and BANK OF AMERICA, N.A., as
collateral agent (in such capacity, the “Collateral Agent”) for the holders of the Secured
Obligations referenced below.



W I T N E S S E T H




WHEREAS, revolving credit and term loan facilities were established in favor of Armstrong
World Industries, Inc., a Pennsylvania corporation (“AWI”), pursuant to the terms of that
certain credit agreement dated as of October 2, 2006 (as amended and modified prior to the Closing
Date, the “Existing Credit Agreement”) among AWI, certain of its Subsidiaries, as
guarantors thereunder, the lenders party thereto and Bank of America, N.A., as administrative agent
for the lenders thereunder;



WHEREAS, in connection with the Existing Credit Agreement, AWI and certain of its Subsidiaries
entered into that certain Security Agreement dated as of October 2, 2006 (the “Existing
Security Agreement”);



WHEREAS, AWI has requested certain modifications to the revolving credit and term loan
facilities under the Existing Credit Agreement;



WHEREAS, the Lenders have agreed to the requested modifications on the terms and conditions
provided in that certain Amended and Restated Credit Agreement, dated as of the date hereof (as
amended and modified, the “Credit Agreement”), among AWI and Armstrong Wood Products, Inc.,
a Delaware corporation (“Armstrong Wood Products”; together with AWI, the
“Borrowers”), certain of their Subsidiaries, as guarantors thereunder, the lenders party
thereto and Bank of America, N.A., as administrative agent for the lenders thereunder;



WHEREAS, this Security Agreement is required under the terms of the Credit Agreement, and is
given in amendment to, restatement of and substitution for the Existing Security Agreement provided
in connection with the Existing Credit Agreement;



NOW, THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:




1. Definitions.



(a) Capitalized terms used and not otherwise defined herein shall have the meanings provided
in the Credit Agreement. In addition, the following terms, which are defined in the UCC as in
effect in the State of New York on the date hereof, are used as defined therein: Accession,
Account, Chattel Paper, Commercial Tort Claim, Deposit Account, Document, Equipment, Fixtures,
General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right,
Proceeds, Software, and Supporting Obligation.



(b) As used herein, the following terms shall have the meaning set forth below:




“Borrowers” has the meaning provided in the recitals hereof.




“Collateral” has the meaning provided in Section 2 hereof.


 


 









 






“Collateral Agent” has the meaning provided in the introductory paragraph hereof, together with successors and assigns.




“Copyright License” means any written agreement, naming any Grantor as licensor, granting any right under any Copyright.




“Copyrights” means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired,
all registrations and recordings thereof, and all applications in connection therewith, including registrations, recordings
and applications in the United States Copyright Office, and (b) all renewals thereof.




“Credit Agreement” has the meaning provided in the recitals hereof.




“Event of Default” has the meaning provided in Section 7 hereof.




“Existing Credit Agreement” has the meaning provided in the recitals hereof.




“Existing Security Agreement” has the meaning provided in the recitals hereof.




“Grantor” has the meaning provided in the introductory paragraph hereof.




“Indemnified Party” has the meaning provided in Section 8(b) hereof.




“Patent License” means any written agreement providing for the grant by or to a Grantor of any right to manufacture, use or
sell any invention covered by a Patent.




“Patents” means (a) all letters patent of the United States and all reissues and extensions thereof, and (b) all
applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof.




“Secured Obligations” means, without duplication, (a) all Obligations and (b)
all costs and expenses incurred in connection with enforcement and collection of the Secured
Obligations, including reasonable attorneys’ fees and expenses.




“Security Agreement” has the meaning provided in the introductory paragraph
hereof, as amended and modified.




“Trademark License” means any written agreement providing for the grant by or
to a Grantor of any right to use any Trademark.




“Trademarks” means (a) all trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade styles, service marks, logos and
other source or business identifiers, and the goodwill associated therewith, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent and Trademark
Office or in any similar office or agency of the United States or any state thereof and (b)
all renewals thereof.




“UCC” means the Uniform Commercial Code as in effect in the state of New York
from time to time.




“Work” means any work that is subject to copyright protection pursuant to Title
17 of the United States Code.


 


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2. Grant of Security Interest in the Collateral. To secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or
otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the
benefit of the holders of the Secured Obligations, a continuing security interest in, and a right
to set off against, any and all right, title and interest of such Grantor in and to all of the
following, whether now owned or existing or owned, acquired, or arising hereafter (collectively,
the “Collateral”):




(a) all Accounts;




(b) all cash and currency;




(c) all Chattel Paper;




(d) those Commercial Tort Claims identified on Schedule 2(d) attached hereto;




(e) all Copyrights;




(f) all Copyright Licenses;




(g) all Deposit Accounts;




(h) all Documents;




(i) all Equipment;




(j) all Fixtures;




(k) all General Intangibles;




(l) all Instruments;




(m) all Inventory;




(n) all Investment Property;




(o) all Letter-of-Credit Rights;




(p) all Patents;




(q) all Patent Licenses;




(r) all Software;




(s) all Supporting Obligations;




(t) all Trademarks;




(u) all Trademark Licenses;




(v) all other personal property of such Grantor of whatever type or description; and




(w) to the extent not otherwise included, all Accessions and all Proceeds of any and
all of the foregoing.


 


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Notwithstanding anything to the contrary contained herein, the security interests granted
under this Security Agreement shall not extend to, and the “Collateral” shall not include, any
Excluded Property.



The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations,
hereby acknowledge and agree that the security interest created hereby in the Collateral (i)
constitutes continuing collateral security for all of the Secured Obligations, whether now existing
or hereafter arising and (ii) is not to be construed as an assignment of any Copyrights, Copyright
Licenses, Patents, Patent Licenses, Trademarks or Trademark Licenses.




3. Provisions Relating to Accounts.




(a) Anything herein to the contrary notwithstanding, each of the Grantors shall remain
liable under each of the Accounts to observe and perform all the conditions and obligations
to be observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise to each such Account. Neither the Collateral Agent nor any holder of
the Secured Obligations shall have any obligation or liability under any Account (or any
agreement giving rise thereto) by reason of or arising out of this Security Agreement or the
receipt by the Collateral Agent or any holder of the Secured Obligations of any payment
relating to such Account pursuant hereto, nor shall the Collateral Agent or any holder of
the Secured Obligations be obligated in any manner to perform any of the obligations of a
Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any
payment, to make any inquiry as to the nature or the sufficiency of any payment received by
it or as to the sufficiency of any performance by any party under any Account (or any
agreement giving rise thereto), to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts that may have been assigned to it
or to which it may be entitled at any time or times.




(b) At any time after the occurrence and during the continuation of an Event of
Default, (i) the Collateral Agent shall have the right, but not the obligation, to make test
verifications of the Accounts in any manner and through any medium that it reasonably
considers advisable, and the Grantors shall furnish all such assistance and information as
the Collateral Agent may reasonably require in connection with such test verifications, (ii)
upon the Collateral Agent’s request and at the expense of the Grantors, the Grantors shall
furnish to the Collateral Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Accounts, and (iii) the Collateral Agent in
its own name or in the name of others may communicate with account debtors on the Accounts
to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms
of any Accounts.



4. Representations and Warranties. Each Grantor hereby represents and warrants to the
Collateral Agent, for the benefit of the holders of the Secured Obligations, that:




(a) Legal Name; Chief Executive Office. As of the date hereof:




(i) Each Grantor’s exact legal name, state of incorporation or formation and
chief executive office are (and for the prior four months has been) as set forth in
Schedule 6.20(a) and Schedule 6.20(b) to the Credit Agreement.




(ii) Other than as set forth on Schedule 6.20(b) of the Credit Agreement, no
Grantor has been party to a merger, consolidation or other change in structure in
the prior four months.


 


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(b) Ownership. Each Grantor is the legal and beneficial owner of the
Collateral that it is pledging and has the right to pledge, sell, assign or transfer the
same.




(c) Security Interest/Priority. This Security Agreement creates a valid
security interest in favor of the Collateral Agent, for the benefit of the holders of the
Secured Obligations, in the Collateral of such Grantor and, when properly perfected by
filing, shall constitute a valid perfected security interest in such Collateral, to the
extent such security interest can be perfected by filing under the UCC, free and clear of
all Liens except for Permitted Liens.




(d) Accounts. (i) Each Account of such Grantor and the papers and documents
relating thereto are genuine and in all material respects what they purport to be and
(ii) each Account of such Grantor arises out of (A) a bona fide sale of Goods sold and
delivered by such Grantor (or to be sold and delivered) or (B) services theretofore actually
rendered by such Grantor (or to be actually rendered) to, the account debtor named therein.




(e) Copyrights, Patents and Trademarks.




(i) Schedule 6.17 of the Credit Agreement includes all material Copyrights,
Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses
owned by any Grantor in its own name, or to which any Grantor is a party, as of the
date hereof.




(ii) All registrations or letters pertaining material Copyrights, Patents and
Trademarks have been duly and properly filed, and to each Grantor’s knowledge, each
material Copyright, Patent and Trademark of such Grantor is valid, subsisting,
unexpired, enforceable and has not been abandoned.




(iii) Except as set forth in Schedule 6.17 of the Credit Agreement, none of
such material Copyrights, Patents and Trademarks is the subject of any licensing or
franchise agreement as of the date hereof.




(iv) Except as could not reasonably be expected to have a Material Adverse
Effect, to each Grantor’s knowledge, no holding, decision or judgment has been
rendered by any Governmental Authority that would limit, cancel or question the
validity of such Copyright, Patent or Trademark.




(v) No action or proceeding is pending seeking to limit, cancel or question the
validity of any Copyright, Patent or Trademark that could reasonably be expected to
have a Material Adverse Effect.



5. Covenants. Each Grantor covenants that, so long as any of the Secured Obligations
remains outstanding and until all of the commitments relating thereto have been terminated, such
Grantor shall:




(a) Other Liens; Disposition of Collateral. Defend the Collateral against the
claims and demands of all other parties claiming an interest therein, keep the Collateral
free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign,
lease or otherwise dispose of the Collateral or any interest therein; provided,
however, that each Grantor shall be permitted to effect the dispositions described
in clauses (i) through (ix) of the definition of Disposition under the Credit Agreement, to
effect Permitted Dispositions and to otherwise dispose of property as permitted under the
Credit Agreement.


 


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(b) Perfection of Security Interest. Execute and deliver to the Collateral
Agent such agreements, assignments or instruments (including affidavits, notices,
reaffirmations and amendments and restatements of existing documents, as the Collateral
Agent may reasonably request) and do all such other things as the Collateral Agent may
reasonably deem necessary, appropriate or convenient (i) to assure to the Collateral Agent
the effectiveness and priority of its security interests hereunder, including (A) filing or
authorizing the Collateral Agent to file such financing statements (including renewal
statements), amendments and supplements or such other instruments as the Collateral Agent
may from time to time reasonably request in order to perfect and maintain the security
interests granted hereunder in accordance with the UCC, (B) with regard to material
Copyrights, executing and delivering a Notice of Grant of Security Interest in Copyrights
for filing with the United States Copyright Office in the form of Exhibit 5(b)-1
attached hereto, (C) with regard to material Patents, executing and delivering a Notice of
Grant of Security Interest in Patents for filing with the United States Patent and Trademark
Office in the form of Exhibit 5(b)-2 attached hereto and (D) with regard to material
Trademarks, executing and delivering a Notice of Grant of Security Interest in Trademarks
for filing with the United States Patent and Trademark Office in the form of Exhibit
5(b)-3 attached hereto, (ii) to consummate the transactions contemplated hereby and
(iii) to otherwise protect and assure the Collateral Agent of its rights and interests
hereunder. To that end, each Grantor authorizes the Collateral Agent to file one or more
financing statements (which may describe the collateral as “all assets” or “all personal
property”) disclosing the Collateral Agent’s security interest in any or all of the
Collateral of such Grantor without such Grantor’s signature thereon, and further each
Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its
nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s
attorney-in-fact with full power and for the limited purpose to sign in the name of such
Grantor any such financing statements (including renewal statements), amendments and
supplements, notices or any similar documents that in the Collateral Agent’s reasonable
discretion would be necessary, appropriate or convenient in order to perfect and maintain
perfection of the security interests granted hereunder, such power, being coupled with an
interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid
and until the commitments relating thereto shall have been terminated. In the event for any
reason the Law of any U.S. jurisdiction other than the State of New York becomes or is
applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured
Obligations, such Grantor agrees to execute and deliver all such instruments and to do all
such other things as the Collateral Agent in its sole discretion reasonably deems necessary,
appropriate or convenient to preserve, protect and enforce the security interests of the
Collateral Agent under the Law of such other U.S. jurisdiction (and, if a Grantor shall fail
to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may
execute any and all such requested documents on behalf of such Grantor pursuant to the power
of attorney granted hereinabove).




(c) Treatment of Accounts. Not grant or extend the time for payment of any
Account, or compromise or settle any Account for less than the full amount thereof, or
release any Person or property, in whole or in part, from payment thereof, or allow any
credit or discount thereon, other than in the ordinary course of a Grantor’s business or as
required by Law.




(d) Covenants Relating to Copyrights. Not knowingly do any act or omit to do
any act whereby any material Copyright may reasonably be expected to become invalidated and
(A) not knowingly do any act or omit to do any act whereby any material Copyright may become
part of the public domain (other than pursuant to the natural term thereof); (B) promptly
notify the Collateral Agent if it knows that any material Copyright may become part of the
public domain or of any materially adverse determination or development (including the
institution of, or any such determination or development in, any court or tribunal in the
United States) regarding a Grantor’s ownership of any such Copyright or its validity; (C)
take such actions as it shall deem appropriate under the circumstances, to maintain and
pursue each application (and to obtain the relevant
registration) and to maintain each registration of each material Copyright owned by a
Grantor including filing of applications for renewal where necessary; and (D) promptly
notify the Collateral Agent of any material infringement of any material Copyright of a
Grantor of which it becomes aware and take such actions as it shall reasonably deem
appropriate under the circumstances to protect such Copyright, including, where appropriate,
the bringing of suit for infringement, seeking injunctive relief and seeking to recover any
and all damages for such infringement.


 


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(e) Covenants Relating to Patents and Trademarks.




(i) To the extent reasonable under the circumstances, Grantor shall (A)
continue to use each material Trademark on each and every trademark class of Goods
applicable to its current line as reflected in its current catalogs, brochures and
price lists in order to maintain such Trademark in full force free from any claim of
abandonment for non-use, (B) maintain as in the past the quality of products and
services offered under such Trademark, (C) employ such Trademark with the
appropriate notice of registration, (D) not adopt or use any mark that is
confusingly similar or a colorable imitation of such Trademark unless the Collateral
Agent, for the ratable benefit of the holders of the Secured Obligations, shall
obtain a perfected security interest in such mark pursuant to this Security
Agreement, and (E) not (and not permit any licensee or sublicensee thereof to)
knowingly do any act or omit to do any act whereby any material Trademark may become
invalidated.




(ii) To the extent reasonable under the circumstances, Grantor shall not do any
act, or omit to do any act, whereby any material Patent may become abandoned or
dedicated to the public.




(iii) Promptly notify the Collateral Agent if it knows that any application or
registration relating to any material Patent or Trademark may become abandoned or
dedicated to the public (other than pursuant to the natural terms thereof), or of
any materially adverse determination or development (including the institution of,
or any such determination or development in, any proceeding in the United States
Patent and Trademark Office other than routine prosecution matters) regarding a
Grantor’s ownership of any material Patent or Trademark or its right to register the
same or to keep and maintain the same.




(iv) Take such actions as it shall reasonably deem appropriate under the
circumstances, including in any proceeding before the United States Patent and
Trademark Office, to maintain and pursue each application (and to obtain the
relevant registration) and to maintain each registration of the material Patents and
Trademarks, including filing of applications for renewal, affidavits of use and
affidavits of incontestability.




(v) Promptly notify the Collateral Agent after it learns that any material
Patent or Trademark included in the Collateral is materially infringed,
misappropriated or diluted by a third party and take such actions as it shall
reasonably deem appropriate under the circumstances to sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution, or
to otherwise protect such Patent or Trademark.




(f) Commercial Tort Claims.




(i) Concurrently with financial statements under Section 7.01(a) of the Credit
Agreement, notify the Collateral Agent in writing of the initiation of any
Commercial Tort Claim in excess of $5,000,000 before any Governmental Authority by
or in favor of such Grantor.


 


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(ii) Execute and deliver such statements, documents and notices and do and
cause to be done all such things as the Collateral Agent may reasonably deem
necessary, appropriate or convenient, or as are required by Law, to create, perfect
and maintain the Collateral Agent’s security interest in any Commercial Tort Claim.



6. Advances by Holders of the Secured Obligations. On failure of any Grantor to
perform any of the covenants and agreements contained herein, the Collateral Agent may, at its sole
option and in its sole discretion, perform the same and in so doing may expend such sums as the
Collateral Agent may reasonably deem advisable in the performance thereof, including the payment of
any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or
potential Lien, expenditures made in defending against any adverse claim and all other expenditures
that the Collateral Agent may make for the protection of the security hereof or that may be
compelled to make by operation of Law. All such sums and amounts so expended shall be repayable by
the Pledgors on a joint and several basis promptly upon timely notice thereof and demand therefor,
shall constitute additional Secured Obligations and shall, subject to Section 2.08 of the Credit
Agreement, bear interest from the date said amounts are expended at the rate then applicable to
Revolving Loans that are Base Rate Loans. No such performance of any covenant or agreement by the
Collateral Agent on behalf of any Grantor, and no such advance or expenditure therefor, shall
relieve the Grantors of any default under the terms of this Security Agreement, the other Loan
Documents or any other documents relating to the Secured Obligations. The Collateral Agent may
make any payment hereby authorized in accordance with any bill, statement or estimate procured from
the appropriate public office or holder of the claim to be discharged without inquiry into the
accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale,
forfeiture, tax lien, title or claim except to the extent such payment is being contested in good
faith by a Grantor in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.



7. Events of Default. The occurrence of an event that would constitute an Event of
Default under the Credit Agreement shall be an Event of Default hereunder (an “Event of
Default”).




8. Remedies.




(a) General Remedies. Upon the occurrence of an Event of Default and during
the continuation thereof, the Collateral Agent and the holders of the Secured Obligations
shall have, in addition to the rights and remedies provided herein, in the Loan Documents,
in any other documents relating to the Secured Obligations, or by Law (including levy of
attachment and garnishment), the rights and remedies of a secured party under the UCC of the
jurisdiction applicable to the affected Collateral and, further, the Collateral Agent may,
with or without judicial process or the aid and assistance of others, (i) enter on any
premises on which any of the Collateral may be located and, without resistance or
interference by the Grantors, take possession of the Collateral, (ii) dispose of any
Collateral on any such premises, (iii) require the Grantors to assemble and make available
to the Collateral Agent at the expense of the Grantors any Collateral at any place and time
designated by the Collateral Agent that is reasonably convenient to both parties, (iv)
remove any Collateral from any such premises for the purpose of effecting sale or other
disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or
process of Law, all of which each of the Grantors hereby waives to the fullest extent
permitted by Law, at any place and time or times, sell and deliver any or all Collateral
held by or for it at public or private sale, by one or more contracts, in one or more
parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the
Collateral Agent deems advisable, in its sole discretion (subject to any and all mandatory
legal requirements). Each of the Grantors acknowledges that any private sale referenced
above may be at prices and on terms less favorable to the seller than the prices and terms
that might have been obtained at a public sale and waives any claims against the Collateral
Agent arising by reason that any such private sale shall not have been made in a
commercially


 


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reasonable
manner. The Collateral Agent’s disclaimer of warranties relating to the Collateral shall not be
considered to adversely affect the commercial reasonableness of any sale. In addition to
all other sums due the Collateral Agent and the holders of the Secured Obligations with
respect to the Secured Obligations, the Grantors shall pay the Collateral Agent and each of
the holders of the Secured Obligations all reasonable documented costs and expenses incurred
by the Collateral Agent or any such holder of the Secured Obligations (including reasonable
attorneys’ fees and expenses and court costs) in obtaining or liquidating the Collateral, in
enforcing payment of the Secured Obligations, or in the prosecution or defense of any action
or proceeding by or against the Collateral Agent or the holders of the Secured Obligations
or the Grantors concerning any matter arising out of or connected with this Security
Agreement, any Collateral or the Secured Obligations, including any of the foregoing arising
in, arising under or related to a case under Debtor Relief Laws. To the extent the rights
of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of
reasonable notice shall be met if such notice is personally served on or mailed, postage
prepaid, to the Borrowers in accordance with the notice provisions of Section 11.02 of the
Credit Agreement at least ten (10) Business Days before the time of sale or other event
giving rise to the requirement of such notice. The Collateral Agent and the holders of the
Secured Obligations shall not be obligated to make any sale or other disposition of the
Collateral regardless of notice having been given. To the extent permitted by Law, any
holder of the Secured Obligations may be a purchaser at any such sale. To the extent
permitted by applicable Law, each of the Grantors hereby waives all of its rights of
redemption with respect to any such sale. Subject to the provisions of applicable Law, the
Collateral Agent and the holders of the Secured Obligations may postpone or cause the
postponement of the sale of all or any portion of the Collateral by announcement at the time
and place of such sale, and such sale may, without further notice, to the extent permitted
by Law, be made at the time and place to which the sale was postponed, or the Collateral
Agent and the holders of the Secured Obligations may further postpone such sale by
announcement made at such time and place.




(b) Remedies relating to Accounts. Upon the occurrence of an Event of Default
and during the continuation thereof, whether or not the Collateral Agent has exercised any
or all of its rights and remedies hereunder, each Grantor will promptly upon request of the
Collateral Agent instruct all account debtors to remit all payments in respect of Accounts
to a mailing location selected by the Collateral Agent. In addition, the Collateral Agent
shall have the right to enforce any Grantor’s rights against its customers and account
debtors, and the Collateral Agent or its designee may notify any Grantor’s customers and
account debtors that the Accounts of such Grantor have been assigned to the Collateral Agent
or of the Collateral Agent’s security interest therein, and may (either in its own name or
in the name of a Grantor or both) demand, collect (including by way of a lockbox
arrangement), receive, take receipt for, sell, sue for, compound, settle, compromise and
give acquittance for any and all amounts due or to become due on any Account, and, in the
Collateral Agent’s discretion, file any claim or take any other action or proceeding to
protect and realize upon the security interest of the holders of the Secured Obligations in
the Accounts. Each Grantor acknowledges and agrees that the Proceeds of its Accounts
remitted to or on behalf of the Collateral Agent in accordance with the provisions hereof
shall be solely for the Collateral Agent’s own convenience and that such Grantor shall not
have any right, title or interest in such Accounts or in any such other amounts except as
expressly provided herein. The Collateral Agent and the holders of the Secured Obligations
shall have no liability or responsibility to any Grantor for acceptance of a check, draft or
other order for payment of money bearing the legend “payment in full” or words of similar
import or any other restrictive legend or endorsement or be responsible for determining the
correctness of any remittance. Each Grantor hereby agrees to indemnify the Collateral Agent
and the holders of the Secured Obligations from and against all liabilities, damages,
losses, actions, claims, judgments, costs, expenses and charges, including reasonable
attorneys’ fees and expenses, suffered or incurred by the Collateral Agent or the holders of
the Secured Obligations (each, an “Indemnified Party”) because of the maintenance of
the foregoing arrangements except as relating to or arising out of the gross negligence or
willful misconduct of an Indemnified Party or its officers, employees or
agents. In the case of any investigation, litigation or other proceeding, the foregoing
indemnity shall be effective whether or not such investigation, litigation or proceeding is
brought by a Grantor, its directors, shareholders or creditors or an Indemnified Party or
any other Person or any other Indemnified Party is otherwise a party thereto. All amounts
due under this subsection shall be payable within ten (10) Business Days after demand
therefor.


 


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(c) Access. In addition to the rights and remedies hereunder, upon the
occurrence of an Event of Default and during the continuation thereof, the Collateral Agent
shall have the right to enter and remain upon the various premises of the Grantors without
cost or charge to the Collateral Agent, and use the same, together with materials, supplies,
books and records of the Grantors for the purpose of collecting and liquidating the
Collateral, or for preparing for sale and conducting the sale of the Collateral, whether by
foreclosure, auction or otherwise. In addition, the Collateral Agent may remove Collateral,
or any part thereof, from such premises and/or any records with respect thereto, in order to
effectively collect or liquidate such Collateral.




(d) Nonexclusive Nature of Remedies. Failure by the Collateral Agent or the
holders of the Secured Obligations to exercise any right, remedy or option under this
Security Agreement, any other Loan Document, any other documents relating to the Secured
Obligations, or as provided by Law, or any delay by the Collateral Agent or the holders of
the Secured Obligations in exercising the same, shall not operate as a waiver of any such
right, remedy or option. No waiver hereunder shall be effective unless it is in writing,
signed by the party against whom such waiver is sought to be enforced and then only to the
extent specifically stated, which in the case of the Collateral Agent or the holders of the
Secured Obligations shall only be granted as provided herein. To the extent permitted by
Law, neither the Collateral Agent, the holders of the Secured Obligations, nor any party
acting as attorney for the Collateral Agent or the holders of the Secured Obligations, shall
be liable hereunder for any acts or omissions or for any error of judgment or mistake of
fact or Law other than their gross negligence or willful misconduct hereunder. The rights
and remedies of the Collateral Agents and the holders of the Secured Obligations under this
Security Agreement shall be cumulative and not exclusive of any other right or remedy that
the Collateral Agent or the holders of the Secured Obligations may have.




(e) Retention of Collateral. To the extent permitted under applicable Law, in
addition to the rights and remedies hereunder, upon the occurrence and continuance of an
Event of Default, the Collateral Agent may, after providing the notices required by Sections
9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable Law of
the relevant jurisdiction, accept or retain all or any portion of the Collateral in
satisfaction of the Secured Obligations. Unless and until the Collateral Agent shall have
provided such notices, however, the Collateral Agent shall not be deemed to have accepted or
retained any Collateral in satisfaction of any Secured Obligations for any reason.




(f) Deficiency. In the event that the proceeds of any sale, collection or
realization are insufficient to pay all amounts to which the Collateral Agent or the holders
of the Secured Obligations are legally entitled, the Grantors shall be jointly and severally
liable for the deficiency (subject to Section 25 hereof), together with interest
thereon at the Default Rate, together with the costs of collection and reasonable attorneys’
fees and expenses. Any surplus remaining after the full payment and satisfaction of the
Secured Obligations shall be returned to the Grantors or to whomsoever a court of competent
jurisdiction shall determine to be entitled thereto.



9. Release of Collateral. Upon request, the Collateral Agent shall promptly deliver
to the applicable Guarantor (at such Guarantor’s expense) appropriate release documentation to the
extent the release of Collateral is permitted under, and on the terms and conditions set forth in,
the Credit Agreement; provided that any such release, or the substitution of any of the
Collateral for other Collateral, will not alter,
vary or diminish in any way the force, effect, lien, pledge or security interest of this Security
Agreement as to any and all Collateral not expressly released or substituted, and this Security
Agreement shall continue as a first priority lien (subject to Permitted Liens) on any and all
Collateral not expressly released or substituted.


 


10









 






10. Rights of the Collateral Agent.




(a) Power of Attorney. In addition to other powers of attorney contained
herein, each Grantor hereby designates and appoints the Collateral Agent, on behalf of the
holders of the Secured Obligations, and each of its designees or agents, as attorney-in-fact
of such Grantor, irrevocably and with power of substitution, with authority to take any or
all of the following actions upon the occurrence and during the continuation of an Event of
Default:




(i) to demand, collect, settle, compromise and adjust, and give
discharges and releases concerning the Collateral, all as the Collateral
Agent may reasonably deem appropriate;




(ii) to commence and prosecute any actions at any court for the
purposes of collecting any of the Collateral and enforcing any other right
in respect thereof;




(iii) to defend, settle or compromise any action brought and, in
connection therewith, give such discharge or release as the Collateral Agent
may reasonably deem appropriate;




(iv) to receive, open and dispose of mail addressed to a Grantor and
endorse checks, notes, drafts, acceptances, money orders, bills of lading,
warehouse receipts or other instruments or documents evidencing payment,
shipment or storage of the Goods giving rise to the Collateral on behalf of
and in the name of such Grantor, or securing, or relating to such
Collateral;




(v) to pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on or threatened against the Collateral;




(vi) to direct any parties liable for any payment in connection with
any of the Collateral to make payment of any and all monies due and to
become due thereunder directly to the Collateral Agent or as the Collateral
Agent shall direct;




(vii) to receive payment of and receipt for any and all monies, claims,
and other amounts due and to become due at any time in respect of or arising
out of any Collateral;




(viii) to sell, assign, transfer, make any agreement in respect of, or
otherwise deal with or exercise rights in respect of, any Collateral or the
Goods or services that have given rise thereto, as fully and completely as
though the Collateral Agent were the absolute owner thereof for all
purposes;




(ix) to adjust and settle claims under any insurance policy relating
thereto;


 


11









 






(x) to execute and deliver all assignments, conveyances, statements,
financing statements, renewal financing statements, security and pledge
agreements, affidavits, notices and other agreements, instruments and
documents that the
Collateral Agent may reasonably deem appropriate in order to perfect and
maintain the security interests and liens granted in this Security Agreement
and in order to fully consummate all of the transactions contemplated
therein;




(xi) to institute any foreclosure proceedings that the Collateral Agent
may reasonably deem appropriate; and




(xii) to do and perform all such other acts and things as the
Collateral Agent may reasonably deem appropriate or convenient in connection
with the Collateral.




This power of attorney is a power coupled with an interest and shall be irrevocable for
so long as any of the Secured Obligations shall remain outstanding and until all of the
commitments relating thereto shall have been terminated. The Collateral Agent shall be
under no duty to exercise or withhold the exercise of any of the rights, powers, privileges
and options expressly or implicitly granted to the Collateral Agent in this Security
Agreement, and shall not be liable for any failure to do so or any delay in doing so. The
Collateral Agent shall not be liable for any act or omission or for any error of judgment or
any mistake of fact or Law in its individual capacity or its capacity as attorney-in-fact
except acts or omissions resulting from its gross negligence or willful misconduct. This
power of attorney is conferred on the Collateral Agent solely to protect, preserve and
realize upon its security interest in the Collateral.




(b) Performance by the Collateral Agent of Obligations. If any Grantor fails
to perform any agreement or obligation contained herein, the Collateral Agent itself may
perform, or cause performance of, such agreement or obligation, and the expenses of the
Collateral Agent incurred in connection therewith shall be payable by the Grantors on a
joint and several basis (subject to Section 25 hereof).




(c) The Collateral Agent’s Duty of Care. Other than the exercise of reasonable
care to assure the safe custody of the Collateral while being held by the Collateral Agent
hereunder, the Collateral Agent shall have no duty or liability to preserve rights
pertaining thereto, it being understood and agreed that the Grantors shall be responsible
for preservation of all rights in the Collateral, and the Collateral Agent shall be relieved
of all responsibility for the Collateral upon surrendering it or tendering the surrender of
it to the Grantors. The Collateral Agent shall be deemed to have exercised reasonable care
in the custody and preservation of the Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which the Collateral Agent accords its own
property, which shall be no less than the treatment employed by a reasonable and prudent
agent in the industry, it being understood that the Collateral Agent shall not have
responsibility for taking any necessary steps to preserve rights against any parties with
respect to any of the Collateral. In the event of a public or private sale of Collateral
pursuant to Section 7 hereof, the Collateral Agent shall have no obligation to
clean, repair or otherwise prepare the Collateral for sale.



11. Rights of Required Lenders. All rights of the Collateral Agent hereunder, if not
exercised by the Collateral Agent, may be exercised by the Required Lenders.



12. Application of Proceeds. Upon the occurrence and during the continuation of an
Event of Default, any payments in respect of the Secured Obligations and any proceeds of the
Collateral, when received by the Collateral Agent or any of the holders of the Secured Obligations
in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set
forth in the Credit Agreement or other document relating to the Secured Obligations, and each
Grantor irrevocably waives the right to direct the application of such payments and proceeds and
acknowledges and agrees that the Collateral Agent shall have the continuing and exclusive right to
apply and reapply any and all such payments and proceeds in the
Collateral Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books
and records.


 


12









 





13. Costs of Counsel. At all times hereafter, whether or not upon the occurrence of
an Event of Default, the Grantors agree to promptly pay upon demand any and all reasonable costs
and expenses (including reasonable attorneys’ fees and expenses) of the Collateral Agent and the
holders of the Secured Obligations (a) as required under Section 11.04 of the Credit Agreement and
(b) as necessary to protect the Collateral or to exercise any rights or remedies under this
Security Agreement or with respect to any of the Collateral. All of the foregoing costs and
expenses shall constitute Secured Obligations hereunder.




14. Continuing Agreement.




(a) This Security Agreement shall be a continuing agreement in every respect and shall
remain in full force and effect so long as any of the Secured Obligations remains
outstanding (other than contingent indemnity obligations that are not yet due and payable)
and until all of the commitments relating thereto have been terminated. Upon such payment
and termination, this Security Agreement shall be automatically terminated and the
Collateral Agent shall, upon the request and at the expense of the Grantors, forthwith
release all of its liens and security interests hereunder and shall execute and deliver all
UCC termination statements and/or other documents reasonably requested by the Grantors
evidencing such termination. Notwithstanding the foregoing, all indemnities provided
hereunder shall survive termination of this Security Agreement.




[(b) This Security Agreement shall continue to be effective or be automatically
reinstated, as the case may be, if at any time payment, in whole or in part, of any of the
Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral
Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or
otherwise under any bankruptcy, insolvency or similar Law, all as though such payment had
not been made; provided that in the event payment of all or any part of the Secured
Obligations is rescinded or must be restored or returned, all reasonable costs and expenses
(including reasonable attorneys’ fees and expenses) incurred by the Collateral Agent or any
holder of the Secured Obligations in defending and enforcing such reinstatement shall be
deemed to be included as a part of the Secured Obligations.]



15. Amendments and Waivers. This Security Agreement and the provisions hereof may not
be amended, waived, modified, changed, discharged or terminated except as set forth in Section
11.01 of the Credit Agreement.



16. Successors in Interest. This Security Agreement shall create a continuing
security interest in the Collateral and shall be binding upon each Grantor, its successors and
assigns, and shall inure, together with the rights and remedies of the Collateral Agent and the
holders of the Secured Obligations hereunder, to the benefit of the Collateral Agent and the
holders of the Secured Obligations and their successors and permitted assigns; provided,
however, that none of the Grantors may assign its rights or delegate its duties hereunder without
the prior written consent of the requisite Lenders under the Credit Agreement (or in a transaction
permitted by Section 8.04 of the Credit Agreement).



17. Notices. All notices required or permitted to be given under this Security
Agreement shall be given as provided in Section 11.02 of the Credit Agreement.



18. Counterparts. This Security Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. It shall not be necessary in making proof of this
Security Agreement to produce or account for more than one such counterpart.


 


13









 





19. Headings. The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of any provision of
this Security Agreement.




20. Governing Law; Submission to Jurisdiction; Venue.



(a) THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE;
PROVIDED THAT THE COLLATERAL AGENT SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.



(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY AGREEMENT MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT, EACH
PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION
OF THOSE COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS SECURITY AGREEMENT OR OTHER DOCUMENT RELATED HERETO. EACH PARTY
HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.



(c) EACH PARTY TO THIS SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS SECURITY AGREEMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO THIS SECURITY AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS SECURITY AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.



21. Severability. If any provision of this Security Agreement or any related document
is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of
the remaining provisions of this Security Agreement and any other related document shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.
The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



22. Entirety. This Security Agreement, the other Loan Documents and the other
documents relating to the Secured Obligations comprise the complete and integrated agreement of the
parties on the subject matter hereof and thereof and supersedes all prior agreements, written or
oral, on such subject matter. This Security Agreement was drafted with the joint participation of
the respective parties thereto and shall be construed neither against nor in favor of any party,
but rather in accordance with the fair meaning thereof.


 


14









 





23. Survival. All representations and warranties made hereunder or other document
delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. Such representations and warranties have been or will
be relied upon by the Administrative Agent, the Collateral Agent, and each Lender, regardless of
any investigation made by the Administrative Agent, the Collateral Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent, the Collateral Agent or any Lender may
have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid
or unsatisfied or any Letter of Credit shall remain outstanding.



24. Other Security. To the extent that any of the Secured Obligations are now or
hereafter secured by property other than the Collateral (including real property and securities
owned by a Grantor), or by a guarantee, endorsement or property of any other Person, then the
Collateral Agent shall have the right to proceed against such other property, guarantee or
endorsement upon the occurrence of any Event of Default, and the Collateral Agent shall have the
right, in its sole discretion, to determine which rights, security, liens, security interests or
remedies the Collateral Agent shall at any time pursue, relinquish, subordinate, modify or take
with respect thereto, without in any way modifying or affecting any of them or the Secured
Obligations or any of the rights of the Collateral Agent or the holders of the Secured Obligations
under this Security Agreement, under any of the other Loan Documents or under any other document
relating to the Secured Obligations.




25. Joint and Several Obligations of Grantors.




(a) Subject to subsection (c) of this Section 25, each of the Grantors
is accepting joint and several liability hereunder in consideration of the financial
accommodation to be provided by the holders of the Secured Obligations, for the mutual
benefit, directly and indirectly, of each of the Grantors and in consideration of the
undertakings of each of the Grantors to accept joint and several liability for the
obligations of each of them.




(b) Subject to subsection (c) of this Section 25, each of the Grantors
jointly and severally hereby irrevocably and unconditionally accepts joint and several
liability with the other Grantors with respect to the payment of all of the Secured
Obligations arising under this Security Agreement, the other Loan Documents and any other
documents relating to the Secured Obligations, it being the intention of the parties hereto
that all the payment Secured Obligations shall be the joint and several obligations of each
of the Grantors without preferences or distinction among them.




(c) Notwithstanding any provision to the contrary contained herein, in any other of the
Loan Documents or in any other documents relating to the Secured Obligations, the
obligations of each Guarantor under the Credit Agreement and the other Loan Documents shall
be limited to an aggregate amount equal to the largest amount that would not render such
obligations subject to avoidance under Section 548 of the Bankruptcy Code of the United
States or any other Debtor Relief Law (including any comparable provisions of any applicable
state Law).



26. Replacement of Existing Security Agreement. As of the date hereof, the Existing
Security Agreement shall be amended, restated and superseded and replaced in its entirety by this
Security Agreement.


 


15









 





27. Termination and Release.




(a) This Security Agreement and all security interests granted hereby shall terminate
when (i) all of the Obligations under the Loan Documents (excluding contingent obligations
as to which no claim has been made) have been paid in full in cash, (ii) all Commitments
have terminated or expired and (iii) the aggregate amount available to be drawn under
Letters of Credit has been reduced to zero (including as a result of obtaining the consent
of the applicable L/C Issuer through the provision of Cash Collateral or other arrangement
satisfactory to the applicable L/C Issuer) and no L/C Issuer has any further obligation to
issue or amend Letters of Credit under the Credit Agreement.




(b) All security interests granted hereby shall also terminate and be released at the
time or times and in the manner set forth in Section 10.10 of the Credit Agreement.




(c) In connection with any termination or release pursuant to subsection (a) or
(b) of this Section 27, the Collateral Agent shall execute and deliver to
any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably
request to evidence such termination or release so long as the applicable Grantor shall have
provided the Administrative Agent such certifications or documents as the Collateral Agent
shall reasonably request in order to demonstrate compliance with this Section 27.
 Any execution and delivery of documents by the Collateral Agent pursuant to this Section
shall be without recourse to or warranty by the Collateral Agent.



[Signatures on Following Pages]



 


16









 





Each of the parties hereto has caused a counterpart of this Security Agreement to be duly
executed and delivered as of the date first above written.



	 	 	 	 	 
	GRANTORS:  	ARMSTRONG WORLD INDUSTRIES, INC.,

a Pennsylvania corporation

 	 
	 	By:  	/s/  Thomas J. Waters
 	 
	 	 	Name:  	Thomas J. Waters 	 
	 	 	Title:  	Vice President and Treasurer 	 



	 	 	 	 	 
	 	ARMSTRONG REALTY GROUP, INC.,

a Pennsylvania corporation

 	 
	 	By:  	/s/  Thomas J. Waters
 	 
	 	 	Name:  	Thomas J. Waters 	 
	 	 	Title:  	Treasurer and Assistant Secretary 	 



	 	 	 	 	 
	 	ARMSTRONG VENTURES, INC.,

a Delaware corporation

 	 
	 	By:  	/s/  Thomas J. Waters
 	 
	 	 	Name:  	Thomas J. Waters 	 
	 	 	Title:  	Assistant Treasurer 	 



	 	 	 	 	 
	 	ARMSTRONG WOOD PRODUCTS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/  Thomas J. Waters
 	 
	 	 	Name:  	Thomas J. Waters 	 
	 	 	Title:  	Treasurer 	 



	 	 	 	 	 
	 	AWI LICENSING COMPANY,

a Delaware corporation

 	 
	 	By:  	/s/  Thomas J. Waters
 	 
	 	 	Name:  	Thomas J. Waters 	 
	 	 	Title:  	Treasurer 	 



	 	 	 	 	 
	 	ARMSTRONG HARDWOOD FLOORING COMPANY,

a Tennessee corporation

 	 
	 	By:  	/s/  Thomas J. Waters
 	 
	 	 	Name:  	Thomas J. Waters 	 
	 	 	Title:  	Treasurer 	 



ARMSTRONG WORLD INDUSTRIES, INC.

SECURITY AGREEMENT




 


 









 





	 	 	 	 	 
	 	PATRIOT FLOORING SUPPLY, INC.,

a Delaware corporation

 	 
	 	By:  	/s/  Thomas J. Waters
 	 
	 	 	Name:  	Thomas J. Waters 	 
	 	 	Title:  	Vice President and Treasurer 	 



	 	 	 	 	 
	 	HOMERWOOD HARDWOOD FLOORING COMPANY,

a Delaware corporation

 	 
	 	By:  	               /s/  Thomas J. Waters
 	 
	 	 	Name:  	Thomas J. Waters 	 
	 	 	Title:  	Treasurer 	 



ARMSTRONG WORLD INDUSTRIES, INC.

SECURITY AGREEMENT





 


 









 








Accepted and agreed to as of the date first above written.



	 	 	 	 	 
	COLLATERAL AGENT:  	BANK OF AMERICA, N.A.,

as Collateral Agent

 	 
	 	By:  	/s/  Kimberly D. Williams
 	 
	 	 	Name:  	Kimberly D. Williams 	 
	 	 	Title:  	Vice President 	 



ARMSTRONG WORLD INDUSTRIES, INC.

SECURITY AGREEMENT





 


 









 







SCHEDULES




	 	 	 
	Schedule 2(d)

	 	Commercial Tort Claims






EXHIBITS




	 	 	 
	Exhibit 5(b)-1

	 	Form of Notice of Grant of Security Interest in Copyrights
	Exhibit 5(b)-2

	 	Form of Notice of Grant of Security Interest in Patents
	Exhibit 5(b)-3

	 	Form of Notice of Grant of Security Interest in Trademarks






ARMSTRONG WORLD INDUSTRIES, INC.

SECURITY AGREEMENT






 


 









 







SCHEDULE 2(d)




COMMERCIAL TORT CLAIMS




None.



ARMSTRONG WORLD INDUSTRIES, INC.

SECURITY AGREEMENT






 


 









 







EXHIBIT 5(b)-1




FORM OF




NOTICE




OF




GRANT OF SECURITY INTEREST




IN




COPYRIGHTS




United States Copyright Office




Ladies and Gentlemen:



Please be advised that pursuant to the Amended and Restated Security Agreement, dated as of
November 23, 2010 (as the same may be amended, modified, extended or restated from time to time,
the “Security Agreement”), by and among the Grantors party thereto (each an
“Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as
Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations
referenced therein, the undersigned Grantor has granted a continuing security interest in and
continuing lien upon, the copyrights and copyright applications shown on Schedule 1
attached hereto to the Collateral Agent for the ratable benefit of the holders of the Secured
Obligations.



The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations,
hereby acknowledge and agree that the security interest in the copyrights and copyright
applications set forth on Schedule 1 attached hereto (i) may only be terminated in
accordance with the terms of the Security Agreement and (ii) is not to be construed as an
assignment of any copyright or copyright application.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	[Grantor], a [state] [entity type] 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	



	 
	 	

Grantor’s Address: [insert] 	 




Acknowledged and Accepted:



BANK OF AMERICA, N.A., as Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Collateral Agent’s Address: [insert]



ARMSTRONG WORLD INDUSTRIES, INC.

SECURITY AGREEMENT





 


 









 







EXHIBIT 5(b)-2




FORM OF




NOTICE




OF




GRANT OF SECURITY INTEREST




IN




PATENTS




United States Patent and Trademark Office




Ladies and Gentlemen:



Please be advised that pursuant to the Amended and Restated Security Agreement, dated as of
November 23, 2010 (the “Security Agreement”), by and among the Grantors party thereto (each
an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as
Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations
referenced therein, the undersigned Grantor has granted a continuing security interest in and
continuing lien upon, the patents and patent applications set forth on Schedule 1 attached
hereto to the Collateral Agent for the ratable benefit of the holders of the Secured Obligations.



The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations,
hereby acknowledge and agree that the security interest in the patents and patent applications set
forth on Schedule 1 attached hereto (i) may only be terminated in accordance with the terms
of the Security Agreement and (ii) is not to be construed as an assignment of any patent or patent
application.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	[Grantor], a [state] [entity type] 	 
	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	



	 
	 	
Grantor’s Address: [insert] 	 



Acknowledged and Accepted:



BANK OF AMERICA, N.A., as Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Collateral Agent’s Address: [insert]



ARMSTRONG WORLD INDUSTRIES, INC.

SECURITY AGREEMENT





 


 









 







EXHIBIT 5(b)-3




FORM OF




NOTICE




OF




GRANT OF SECURITY INTEREST




IN




TRADEMARKS




United States Patent and Trademark Office




Ladies and Gentlemen:



Please be advised that pursuant to the Amended and Restated Security Agreement, dated as of
November 23, 2010 (the “Security Agreement”), by and among the Grantors party thereto (each
an “Grantor” and collectively, the “Grantors”) and Bank of America, N.A., as
Collateral Agent (the “Collateral Agent”) for the holders of the Secured Obligations
referenced therein, the undersigned Grantor has granted a continuing security interest in and
continuing lien upon, the trademarks and trademark applications set forth on Schedule 1
attached hereto to the Collateral Agent for the ratable benefit of the holders of the Secured
Obligations.



The Grantors and the Collateral Agent, on behalf of the holders of the Secured Obligations,
hereby acknowledge and agree that the security interest in the trademarks and trademark
applications set forth on Schedule 1 attached hereto (i) may only be terminated in
accordance with the terms of the Security Agreement and (ii) is not to be construed as an
assignment of any trademark or trademark application.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	[Grantor], a [state] [entity type] 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	



	 
	 	
Grantor’s Address: [insert] 	 



Acknowledged and Accepted:



BANK OF AMERICA, N.A., as Collateral Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Collateral Agent’s Address: [insert]




ARMSTRONG WORLD INDUSTRIES, INC.

SECURITY AGREEMENT