Receivables Agreement [Amendment No. 4] (2015)Full Document 

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FOURTH AMENDMENT TO THE

RECEIVABLES PURCHASE AGREEMENT

THIS FOURTH AMENDMENT TO THE RECEIVABLES AGREEMENT (this "Amendment"), dated as of December 18, 2014, is entered into by and among ARMSTRONG RECEIVABLES COMPANY LLC, a Delaware limited liability company, as seller (the "Seller"), ARMSTRONG WORLD INDUSTRIES, INC., a Pennsylvania corporation, as servicer (the "Servicer"), THE BANK OF NOVA SCOTIA, as Administrative Agent, Related Committed Purchaser and LC Bank ("Scotiabank", or, as applicable, the "Administrative Agent", the "Related Committed Purchaser" or the "LC Bank") and LIBERTY STREET FUNDING LLC, a Delaware limited liability company, as Conduit Purchaser (the "Conduit Purchaser").

BACKGROUND RECITALS

A. The Seller, the Servicer, the Conduit Purchaser and Scotiabank are parties to that certain Receivables Purchase Agreement dated as of December 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the "Agreement").

B. Pursuant to Section 6.1 of the Agreement, the parties hereto have agreed to amend the Agreement as herein set forth.

NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1. Definitions. Unless otherwise defined or provided herein, capitalized termed used herein have the meanings ascribed thereto in the Agreement.

SECTION 2. Amendments to the Agreement. As of the date hereof, subject to the satisfaction of the condition precedents set forth in Section 4 hereof, the Agreement is hereby amended as follows:

(a) Signature page S-1 of the Agreement is hereby amended by replacing the address following the signature block for the Seller where it appears therein with the following:

Address: c/o Armstrong World Industries, Inc.
2500 Columbia Avenue
Lancaster, PA 17603
Attention: Douglas B. Bingham
Telephone: (717) 396-3306
Facsimile: (717) 396-6136


(b) Signature page S-2 of the Agreement is hereby amended by replacing the address following the signature block for the Servicer and Performance Guarantor where it appears therein with the following:

Address: c/o Armstrong World Industries, Inc.
2500 Columbia Avenue
Lancaster, PA 17603
Attention: Douglas B. Bingham
Telephone: (717) 396-3306
Facsimile: (717) 396-6136

(c) The address following the signature block for The Bank of Nova Scotia set forth on signature page S-4 is hereby amended by replacing the floor "63rd Floor" where it appears therein with the floor "55th Floor".

(d) Signature page S-4 of the Agreement is hereby amended by deleting the phrase "Commitment: $100,000,000" from where it appears therein.

(e) Signature page S-4 of the Agreement is hereby amended by replacing the address following the phrase "With a copy to" where it appears therein with the following:

Bank of Nova Scotia

250 Vesey Street, 23rd Floor

New York, NY 10281

Attention: Darren Ward

Director, Asset-Backed Finance

(f) The address following the signature block for the LC Bank set forth on signature page S-5 is hereby amended by replacing the floor "63rd Floor" where it appears therein with the floor "55th Floor".

(g) Signature page S-5 of the Agreement is hereby amended by replacing the address following the phrase "With a copy to" where it appears therein with the following:

Bank of Nova Scotia

250 Vesey Street, 23rd Floor

New York, NY 10281

Attention: Darren Ward

Director, Asset-Backed Finance

(h) The address following the signature block for the Administrative Agent set forth on signature page S-6 is hereby amended by replacing the floor "63rd Floor" where it appears therein with the floor "55th Floor".

(i) Signature page S-6 of the Agreement is hereby amended by replacing the address following the phrase "With a copy to" where it appears therein with the following:

Bank of Nova Scotia

250 Vesey Street, 23rd Floor

New York, NY 10281

Attention: Darren Ward

Director, Asset-Backed Finance


(j) The definition of "Accrual Reserve Amount" in Exhibit I of the Agreement is hereby amended and restated in its entirety to read as follows:

"Accrual Reserve Amount" means, on any date, the sum of (a) the cash discount accrual balance, (b) the volume rebate accrual balance, (c) the fileback accrual balance, (d) the mark down accrual balance and (e) the bad debt reserve accrual balance, each as reported in the most recent Servicer Report as of such date.

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