EXHIBIT NO. 4(j)
FIFTH AMENDMENT
TO REVOLVING CREDIT
AND
GRARANTY AGREEMENT
FIFTH AMENDMENT, dated as of October 31, 2003 (the
“Amendment”), to the REVOLVING CREDIT AND GUARANTY
AGREEMENT, dated as of December 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 of December 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 and Guaranty 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
(as the 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, the Credit 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 the definition 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
which this Amendment shall have been executed by the
Borr
