accurate on and as of the date of this Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_____,
20_____.
ARMSTRONG WORLD INDUSTRIES, INC.,
a Pennsylvania corporation
By:
Name:
Title:
SCHEDULE 1
FINANCIAL STATEMENTS
SCHEDULE 2
FINANCIAL COVENANT ANALYSIS AND INFORMATION
1. Consolidated Net Interest Coverage Ratio.
As of the date of determination,
(a) Consolidated EBITDA (as determined using Exhibit A attached hereto)
$
(b) cash Consolidated Interest Charges (as determined using Line (b) of
Exhibit A attached hereto)
$
(c) cash Consolidated Interest Income (as determined using Line (b) of Exhibit A
attached hereto)
$
(d) Consolidated Net Interest Coverage Ratio (ratio of (i) Line (a) divided by
(ii) the difference of Line (b) minus
Line (c) to 1.00) ____ to 1.00
The terms of Section 8.11(a) do not permit the Consolidated Net Interest
Coverage Ratio, as of the end of such fiscal quarter of AWI, to be less than
3.0:1.0.
Is AWI compliant with Section 8.11(a)? [YES][NO]
2. Consolidated Net Leverage Ratio.
(a) Consolidated Funded Indebtedness (as determined using Line (b) of Exhibit A
attached hereto)
$
(b) unrestricted cash and Cash Equivalents on hand of AWI and its Domestic
Subsidiaries (as determined using
Line (b) of Exhibit A attached hereto)
$
(c) Consolidated EBITDA (as determined using Exhibit A attached hereto)
$
(d) Consolidated Net Leverage Ratio (ratio of (i) Line (a)
minus Line (b) divided by (ii) Line (c) to 1:00) to 1.00
The terms of Section 8.11(b) do not permit the Consolidated Net Leverage Ratio,
as of the end of such fiscal quarter of AWI, to be greater than (i) 4.5:1.0,
with respect to fiscal quarters ending after the Closing Date through June 30,
2012, (ii) 4.0:1.0, with to fiscal quarters ending from after June 30, 2012
through September 30, 2013 and (iii) 3.75:1.0, with respect to fiscal quarters
ending after September 30, 2013.
Is AWI compliant with Section 8.11(b)? [YES] [NO]
EXHIBIT A
To Schedule 2
To
Compliance Certificate
Exhibit E
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases