EXHIBIT 4(e)
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of December
1, 2000, among ARMSTRONG WORLD INDUSTRIES, INC., a corporation duly organized
and existing under the laws of the Commonwealth of Pennsylvania, having its
principal office at 2500 Columbia Avenue, Lancaster, Pennsylvania 17603 (the
"Company"), THE CHASE MANHATTAN BANK (successor-in-interest to Mellon Bank,
N.A.), a corporation duly organized and existing under the laws of the State of
New York, having its corporate trust office at One Oxford Centre, 301 Grant
Street, Suite 1100, Pittsburgh, Pennsylvania 15219 (the "Resigning Trustee"),
and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national association
duly organized and existing under the laws of the United States, having its
principal corporate trust office at Sixth and Marquette, Minneapolis, Minnesota
55479-0069 (the "Successor Trustee").
RECITALS
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There are presently outstanding under an Indenture, dated as of August 6,
1996 (the "Indenture"), between the Company and the Resigning Trustee: (i)
$200,000,000 in aggregate principal amount of the Company's 6.35% Senior Notes
due 2003 (the "6.35% Notes"), pursuant to Board Resolutions dated August 6, 1998
and as set forth in an Officers' Certificate dated August 11, 1998; (ii)
$150,000,000 in aggregate principal amount of the Company's 6 1/2% Senior Notes
due 2005 (the "6 1/2% Notes"), pursuant to Board Resolutions dated August 6,
1998 and as set forth in an Officers' Certificate dated August 11, 1998; and
(iii) $180,000,000 in aggregate principal amount of the Company's 7.45% Senior
Quarterly Interest Bonds due 2038 (the "QUIBS" and, together with the 6.35%
Notes and the 6 1/2% Notes, the "Securities"), pursuant to Board Resolutions
dated October 21, 1998 and as set forth in an Officers' Certificate dated
October 28, 1998.
The Resigning Trustee wishes to resign as Trustee, Security Registrar, and
the office or agency where the Securities may be presented or surrendered for
payment, where the Securities may be surrendered for conversion and where
notices and demands to or upon the Company in respect of the Securities and the
Indenture may be served ("Paying Agent") with respect to all the Securities
under the Indenture; the Company wishes to appoint the Successor Trustee to
succeed the Resigning Trustee as Trustee, Security Registrar and Paying Agent
with respect to all the Securities under the Indenture; and the Successor
Trustee wishes to accept appointment as Trustee, Security Registrar and Paying
Agent with respect to all the Securities under the Indenture.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein, the receipt and sufficiency of which is hereby acknowledged, the
Company, the Resigning Trustee and the Successor Trustee agree as follows:
ARTICLE ONE
THE RESIGNING TRUSTEE
Section 101. Pursuant to Section 6.10 of the Indenture, the Resigning
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Trustee hereby notifies the Company that the Resigning Trustee is hereby
resigning as Trustee with respect to all the Securities under the Indenture.
Section 102. The Resigning Trustee hereby represents and warrants to the
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Successor Trustee that:
(a) No covenant or condition contained in the Indenture has been
waived by the Resigning Trustee.
(b) There is no action, suit or proceeding pending or, to the best of
the knowledge of the responsible officers of the Resigning Trustee assigned
to its corporate trust department, threatened against the Resigning Trustee
before any court or governmental authority arising out of any action or
omission by the Resigning Trustee as Trustee under the Indenture.
(c) Interest on the 6.35% Notes and the 6 1/2% Notes has been paid
through August 15, 2000. Interest on the QUIBS has been paid through
October 15, 2000.
(d) To the best of the knowledge of the responsible officers of the
Resigning Trustee assigned to its corporate trust department:
(i) no Event of Default and no event which, after notice or lapse of
time or both, would become an Event of Default, has occurred and is
continuing under the Indenture;
(ii) no covenant or condition contained in the Indenture has been
waived by the Holders of the percentage in aggregate principal amount
of the Securities required by the Indenture to effect any such waiver;
(iii) the Indenture has not been amended or modified and is in full
force and effect; and
(iv) there is no action, suit or proceeding pending or threatened
against the Company before any court or any governmental authority
arising out of any action or omission by the Company under the
Indenture.
Section 103. The Resigning Trustee hereby assigns, transfers, delivers and
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confirms to the Successor Trustee all right, title and interest of the Resigning
Trustee in and to the trust under the Indenture and all the rights, powers,
trusts and duties of the Trustee with respect to all the Securities under the
Indenture. The Resigning Trustee shall execute and deliver such further
instruments and shall do such other things as the Successor Trustee may
reasonably require so as to more fully and certainly vest and confirm in the
Successor Trustee all the rights, powers, trusts and duties hereby assigned,
transferred, delivered and confirmed to the Successor Trustee.
Section 104. The Resigning Trustee hereby resigns as Security Registrar and
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Paying Agent with respect to all the Securities under the Indenture.
Section 105. The Resigning Trustee agrees to indemnify the Successor
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Trustee and save the Successor Trustee harmless from and against any and all
costs, claims, liabilities, losses or damages whatsoever (including the
reasonable fees, expenses and disbursements of the Successor Trustee's counsel
and other advisors), that the Successor Trustee suffers or incurs without
negligence or bad faith on its part arising solely out of actions or omissions
of the Resigning Trustee. The Successor Trustee will furnish to the Resigning
Trustee, promptly after receipt, all papers with respect to any action the
outcome of which would make operative the indemnity provided for in this
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Section. The Successor Trustee shall notify the Resigning Trustee promptly in
writing (and, in any event, within no later than the fifth Business Day) of any
claim for which it may seek indemnity. The Resigning Trustee shall have the
option to defend the claim and the Successor Trustee shall cooperate fully in
the defense. If the Resigning Trustee shall assume the defense, then the
Resigning Trustee shall not pay for separate counsel of the Successor Trustee.
The Resigning Trustee shall not be obligated to pay for any settlement made
without its consent.
ARTICLE TWO
THE COMPANY
Section 201. The Company hereby certifies that annexed hereto marked
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Exhibit A is a copy of Board Resolutions duly adopted by the Board of Directors
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of the Company, and in full force and effect on the date hereof, authorizing
certain officers of the Company to: (a) accept the Resigning Trustee's
resignation as Trustee, Security Registrar and Paying Agent with respect to all
the Securities under the Indenture; (b) appoint the Successor Trustee as
Trustee, Security Registrar and Paying Agent with respect to all the Securities
under the Indenture; and (c) execute and deliver such agreements and other
instruments as may be necessary or desirable to effectuate the succession of the
Successor Trustee as Trustee, Registrar and Paying Agent with respect to all the
Securities under the Indenture.
Section 202. The Company hereby appoints the Successor Trustee as Trustee
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with respect to all the Securities under the Indenture and confirms to the
Successor Trustee all the rights, powers, trusts and duties of the Trustee with
respect to all the Securities under the Indenture. Pursuant to Section 6.11 of
the Indenture, upon the request of the Successor Trustee the Company shall
execute and deliver such further instruments as the Successor Trustee may
reasonably require so as to more fully and certainly vest and confirm in the
Successor Trustee all the rights, powers, trusts and duties hereby assigned,
transferred, delivered and confirmed to the Successor Trustee.
Section 203. The Company hereby appoints the Successor Trustee as Security
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Registrar with respect to all the Securities pursuant to Section 3.5 of the
Indenture and as Paying Agent with respect to all the Securities pursuant to
Section 10.2 of the Indenture.
ARTICLE THREE
THE SUCCESSOR TRUSTEE
Section 301. The Successor Trustee hereby represents and warrants to the
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Resigning Trustee and to the Company that the Successor Trustee is qualified and
eligible under the provisions of Section 6.9 of the Indenture to act as Trustee
with respect to all the Securities under the Indenture.
Section 302. The Successor Trustee hereby accepts its appointment as
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Trustee with respect to all the Securities under the Indenture and shall hereby
be vested with all the rights, powers, trusts and duties of the Trustee with
respect to all the Securities under the Indenture.
Section 303. The Successor Trustee hereby accepts its appointment as
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Security Registrar and Paying Agent with respect to all the Securities under the
Indenture.
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Section 304. Promptly after the execution and delivery of this Instrument,
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the Successor Trustee, on behalf of the Company, shall cause a notice, forms of
which are annexed hereto marked Exhibits B, C and D, to be sent to each Holder
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of the Securities pursuant to Section 6.10 of the Indenture.
ARTICLE FOUR
MISCELLANEOUS
Section 401. Except as otherwise expressly provided or unless the context
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otherwise requires, all terms used herein which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Section 402. This Instrument and the resignation, appointment and
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acceptance effected hereby shall be effective as of the close of business on the
date first above written, upon the execution and delivery hereof by each of the
parties hereto.
Section 403. Notwithstanding the resignation of the Resigning Trustee
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effected hereby, the Company shall remain obligated under Section 6.7 of the
Indenture to compensate, reimburse and indemnify the Resigning Trustee in
connection with its prior trusteeship under the Indenture.
Section 404. This Instrument shall be governed by and construed in
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accordance with the laws of the jurisdiction which govern the Indenture and its
construction.
Section 405. This Instrument may be executed in any number of counterparts
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each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Instrument of
Resignation, Appointment and Acceptance to be duly executed as of the day and
year first above written.
ARMSTRONG WORLD INDUSTRIES, INC.
By
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Name:
Title:
THE CHASE MANHATTAN BANK, as Resigning Trustee
By
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Name: James R. Lewis
Title: Vice President
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Successor Trustee
By
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Name: Gavin Wilkinson
Title: Vice President
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EXHIBIT A
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BOARD RESOLUTIONS
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The following is a true copy of resolutions duly adopted on November _____,
2000, by the Board of Directors of Armstrong World Industries, Inc.:
"RESOLVED, that the Corporation appoint Wells Fargo Bank Minnesota,
National Association as successor Trustee ("Successor Trustee"), Security
Registrar, and the office or agency where the Securities (as defined below)
may be presented or surrendered for payment, where the Securities may be
surrendered for conversion and where notices and demands to or upon the
Corporation in respect of the Securities and the Indenture (as defined
below) may be served ("Paying Agent") under the Indenture, dated as of
August 6, 1996 (the "Indenture"), by and between the Corporation and The
Chase Manhattan Bank ("Resigning Trustee"), as Trustee, pursuant to which
the Corporation issued: (i) $200,000,000 in aggregate principal amount of
the Corporation's 6.35% Senior Notes due 2003 (the "6.35% Notes"); (ii)
$150,000,000 in aggregate principal amount of the Corporation's 6 1/2%
Senior Notes due 2005 (the "6 1/2% Notes"); and (iii) $180,000,000 in
aggregate principal amount of the Corporation's 7.45% Senior Quarterly
Interest Bonds due 2038 (the "QUIBS" and, together with the 6.35% Notes and
the 6 1/2% Notes, the "Securities"); and it is further
RESOLVED, that the Chairman of the Board, the President, any Executive Vice
President, Vice President, the Treasurer or any Assistant Treasurer of the
Corporation be, and each of them hereby is, authorized, empowered and
directed to execute and deliver in the name and on behalf of the
Corporation an instrument or instruments appointing Successor Trustee as
the successor Trustee, Security Registrar and Paying Agent; and it is
further
RESOLVED, that the proper officers of the Corporation are hereby
authorized, empowered and directed to do or cause to be done all such acts
or things, and to execute and deliver, or cause to be executed or
delivered, any and all such agreements, amendments, instruments,
certificates, documents or papers (including, without limitation, any and
all notices and certificates required to be given or made on behalf of the
Corporation to Successor Trustee or to Resigning Trustee) under the terms
of any of the executed instruments in connection with the appointment of
Successor Trustee, in the name and on behalf of the Corporation as any of
such officers, in his/her discretion, may deem necessary or advisable to
effectuate or carry out the purposes and intent of the foregoing
resolutions and to exercise any of the Corporation's obligations under the
instruments and agreements executed on behalf of the Corporation in
connection with the appointment of Successor Trustee."
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EXHIBIT B
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Notice to Holders of Armstrong World Industries, Inc.'s 6.35% Senior Notes due
2003 (the "Notes"):
We hereby notify you of the resignation of The Chase Manhattan Bank
(successor-in-interest to Mellon Bank, N.A.) as Trustee under the Indenture,
dated as of August 6, 1996, pursuant to which your Notes were issued and are
outstanding.
Armstrong World Industries, Inc. has appointed Wells Fargo Bank Minnesota,
National Association, whose Corporate Trust Office is located at Sixth and
Marquette, Minneapolis, Minnesota 55479-0069, as successor Trustee under the
Indenture, which appointment has been accepted and has become effective as of
December 1, 2000.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
Date: ___________________, 2000
EXHIBIT C
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Notice to Holders of Armstrong World Industries, Inc.'s 6 1/2% Senior Notes due
2005 (the "Notes"):
We hereby notify you of the resignation of The Chase Manhattan Bank
(successor-in-interest to Mellon Bank, N.A.) as Trustee under the Indenture,
dated as of August 6, 1996, pursuant to which your Notes were issued and are
outstanding.
Armstrong World Industries, Inc. has appointed Wells Fargo Bank Minnesota,
National Association, whose Corporate Trust Office is located at Sixth and
Marquette, Minneapolis, Minnesota 55479-0069, as successor Trustee under the
Indenture, which appointment has been accepted and has become effective as of
December 1, 2000.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
Date: ___________________, 2000
EXHIBIT D
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Notice to Holders of Armstrong World Industries, Inc.'s 7.45% Senior Quarterly
Interest Bonds due 2038 (the "Bonds"):
We hereby notify you of the resignation of The Chase Manhattan Bank
(successor-in-interest to Mellon Bank, N.A.) as Trustee under the Indenture,
dated as of August 6, 1996, pursuant to which your Bonds were issued and are
outstanding.
Armstrong World Industries, Inc. has appointed Wells Fargo Bank Minnesota,
National Association, whose Corporate Trust Office is located at Sixth and
Marquette, Minneapolis, Minnesota 55479-0069, as successor Trustee under the
Indenture, which appointment has been accepted and has become effective as of
December 1, 2000.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
Date: ___________________, 2000