TRIANGLE PACIFIC CORP Filed by ARMSTRONG WORLD INDUSTRIES INC

FORM SC 14D1/A

(Statement of Ownership: Tender Offer)

Filed 07/02/98

Address Telephone CIK SIC Code Industry Sector Fiscal Year

16803 DALLAS PKWY DALLAS, TX 75266-0100 2148872000 0000230602 3089 - Plastics Products, Not Elsewhere Classified Constr. - Supplies & Fixtures Capital Goods 12/31

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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)

TRIANGLE PACIFIC CORP. (Name of Subject Company) SAPLING ACQUISITION, INC. ARMSTRONG WORLD INDUSTRIES, INC. (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 895912 10 3 (Cusip Number of Class of Securities)

DEBORAH K. OWEN VICE PRESIDENT AND SECRETARY SAPLING ACQUISITION, INC. C/O ARMSTRONG WORLD INDUSTRIES, INC. 313 WEST LIBERTY STREET P.O. BOX 3001 LANCASTER, PENNSYLVANIA 17604-3001 (717) 397-0611 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: ROBERT E. KING, JR., ESQ. BONNIE A. BARSAMIAN, ESQ. ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000

CALCULATION OF FILING FEE

Transaction Valuation*: $940,780,667 Amount of Filing Fee: $188,157 * For purposes of calculating the fee only. This amount assumes the purchase of 16,951,003 shares of common stock, par value $.01 per share ("Shares") of Triangle Pacific at a price per share of $55.50 in cash. Such number of shares represents all the Shares outstanding as of June 9, 1998, determined on a fully diluted basis. The amount of the filing fee, calculated in accordance with Section 14(g)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidders.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $188,157 Filing Party: Armstrong World Industries Form or registration no.: Schedule 14D-1 Date Filed: June 19, 1998 (Continued on following pages) (Page 1 of 5 pages)

AMENDMENT NO. 2 TO SCHEDULE 14D This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Commission on June 19, 1998, as amended by Amendment No. 1 filed with the Commission on June 25, 1998 (the "Schedule 14D-1"), by Armstrong World Industries, Inc., a Pennsylvania corporation ("Parent"), and Sapling Acquisition, Inc. (the "Purchaser"), a Delaware corporation and a whollyowned subsidiary of Parent, relating to the tender offer of the Purchaser to purchase all of the outstanding shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of Triangle Pacific Corp., a Delaware corporation, at a purchase price of $55.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 19, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). Unless the context otherwise requires, capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-1 and the Offer to Purchase. The Schedule 14D-1 is hereby supplemented and/or amended as provided below: ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. Item 3 of the Schedule 14D-1 is amended and restated in its entirety as follows: (a)-(b) The information set forth in the Offer to Purchase in Section 9 ("Certain Information Concerning the Purchaser and Parent"), in Section 11 ("Background of the Offer, Contacts with the Company") and in Section 12 ("Purpose of the Offer; Plans for the Company; The Merger Agreement; Stock Tender Agreement") is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Schedule 14D-1 is amended by adding immediately after Exhibit (a)(8) the following: "(a)(9) First Supplement to the Offer to Purchase, dated July 1, 1998. (b)(1) Bank Commitment Letter, dated June 5, 1998, by and among Parent, Morgan Guaranty Trust Company of New York, Bank of America NT & SA, The Chase Manhattan Bank, J.P. Morgan Securities Inc, Bancamerica Robertson Stephens and Chase Securities, Inc." OFFER TO PURCHASE The Offer to Purchase, which is filed as Exhibit (a)(1) to the Schedule 14D-1, is hereby supplemented and/or amended as provided below (Section references correspond to Sections in the Offer to Purchase): "4. WITHDRAWAL RIGHTS." The second sentence under this Section is amended and restated in its entirety as follows: "Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after August 18, 1998." 2

"8. CERTAIN INFORMATION CONCERNING THE COMPANY - OTHER FINANCIAL INFORMATION." The seventh sentence of this Section is amended and restated in its entirety as follows: "None of Parent or the Purchaser or their respective advisors assumes any responsibility for the validity, reasonableness, accuracy or completeness of the estimates and the Company has made no representation to the Purchaser or Parent regarding this information." "12. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; THE MERGER AGREEMENT; STOCK TENDER AGREEMENT" The first sentence of this Section is amended and restated in its entirety as follows: "The following is a summary of the material terms of the Stock Tender Agreement, dated as of June 12, 1998, by and among Parent, the Purchaser, TCW Special Credits Fund IIIb, a California limited partnership, TCW Special Credits Trust, a California collective investment trust, TCW Special Credits Trust IIIb, a California collective investment trust, TCW Special Credits Fund V, a California limited partnership, Weyerhaeuser Company Master Retirement Trust, a special account, The Common Fund for Bond Investment, a special account and TCW Asset Management Company, a California corporation." "14. CERTAIN CONDITIONS TO THE OFFER" Clause (iii) of the first paragraph under this Section is replaced with the following: "(iii) at any time on or after the date of this Offer to Purchase and before the time of acceptance of Shares for payment pursuant to the Offer, upon the Expiration Date, any of the following events shall have occurred:" 3

SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 1, 1998 SAPLING ACQUISITION, INC. By: /s/ Deborah K. Owen ------------------------------------Deborah K. Owen Vice President and Secretary

ARMSTRONG WORLD INDUSTRIES, INC. By: /s/ Deborah K. Owen ------------------------------------Deborah K. Owen Senior Vice President, Secretary and General Counsel

4

EXHIBIT INDEX EXHIBIT NO. ----------(a)(1)*

DESCRIPTION ----------Offer to Purchase, dated June 19, 1998.

(a)(2)*

Letter of Transmittal.

(a)(3)*

Notice of Guaranteed Delivery.

(a)(4)*

Form of letter, dated June 19, 1998, to brokers, dealers, commercial banks, trust companies and other nominees.

(a)(5)*

Form of letter to be used by brokers, dealers, commercial banks, trust companies and nominees to their clients.

(a)(6)*

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(a)(7)*

Press release issued by the Purchaser on June 13, 1998.

(a)(8)*

Form of Summary Advertisement, dated June 19, 1998.

(a)(9)**

First Supplement to the Offer to Purchase, dated July 1, 1998.

(b)(1)**

Bank Commitment Letter, dated June 5, 1998, by and among Parent, Morgan Guaranty Trust Company of New York, Bank of America NT & SA, The Chase Manhattan Bank, J.P. Morgan Securities Inc, Bancamerica Robertson Stephens and Chase Securities, Inc.

(c)(1)*

Agreement and Plan of Merger, dated as of June 12, 1998, by and among the Company, the Purchaser and Parent.

(c)(2)*

Stock Tender Agreement, dated as of June 12, 1998, by and among certain stockholders, the Purchaser and Parent.

* Previously filed ** Filed herewith 5

Exhibit (a)(9) First Supplement to the Offer to Purchase dated June 19, 1998 with respect to the OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF TRIANGLE PACIFIC CORP. AT $55.50 NET PER SHARE IN CASH BY SAPLING ACQUISITION, INC. A WHOLLY OWNED SUBSIDIARY OF ARMSTRONG WORLD INDUSTRIES, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 17, 1998, UNLESS THE OFFER IS EXTENDED. THE DOCUMENT SUPPLEMENTS AND UPDATES THE OFFER TO PURCHASE, DATED JUNE 19, 1998, PREVIOUSLY SENT TO YOU. IT CONTAINS IMPORTANT INFORMATION THAT YOU SHOULD READ CAREFULLY. CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS DOCUMENT HAVE THE SAME MEANINGS AS IN THE OFFER TO PURCHASE PROCEDURES FOR TENDERING SHARES ARE SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE. TENDERING STOCKHOLDERS MAY CONTINUE TO USE THE ORIGINAL LETTER OF TRANSMITTAL PREVIOUSLY DELIVERED WITH THE OFFER TO PURCHASE AND SHOULD CONTINUE TO FOLLOW THE PROCEDURES SPECIFIED THEREIN WITH RESPECT TO THE DELIVERY OF SHARES. July 2, 1998

To the Holders of Shares of Common Stock of Triangle Pacific Corp.: INTRODUCTION This First Supplement to the Offer to Purchase dated June 19, 1998 supplements and amends certain information contained in the Offer to Purchase previously delivered to you. Except as otherwise specified herein or in an amendment to the Schedule 14D-1 filed by Parent or the Purchaser the terms of the Offer have not been modified or amended in any respect. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager. In addition to this First Supplement to the Offer to Purchase we are also delivering to you herewith a copy of Amendment No. 2 to the Company's Solicitation/Recommendation Statement on Schedule 14D-9 SUPPLEMENTAL INFORMATION CERTAIN INFORMATION CONCERNING THE COMPANY. The fourth paragraph of Section 8. "Certain Information Concerning the Company -Other Financial Information" of the Offer to Purchase is amended and restated in its entirety as follows: Other Financial Information. During the course of discussions between Parent and the Company, the Company provided Parent with certain estimates showing estimated earnings per share for the Company of $2.43, $3.68, $4.39 and $5.51 for the fiscal years 1998, 1999, 2000 and 2001, respectively. In addition, the Company provided Parent with certain additional estimates of the Company's projected results of operations through the Company's fiscal year 2001, forecasting annual growth in net sales and operating income over the period to be approximately 11% and 21%, respectively. The Company does not as a matter of course make public any estimates as to future performance or earnings, and the estimates set forth above are included in this Offer to Purchase only because the information was provided to Parent. The estimates were not prepared with a view to public disclosure or compliance with the published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The foregoing information is "forward-looking" and inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company, including industry performance, general business and economic conditions, changing competition, adverse changes in applicable laws, regulations or rules governing environmental, tax or accounting matters and other matters. The estimates were based on a number of assumptions, some of which inevitably will prove to be incorrect. None of Parent or the Purchaser or their respective advisors assumes any responsibility for the validity, reasonableness, accuracy or completeness of the estimates and the Company has made no representation to the Purchaser or Parent regarding this information. The inclusion of the foregoing estimates should not be regarded as an indication that the Company, the Purchaser, Parent or any other person who received such information considers it an accurate prediction of future events. Neither the Company nor Parent intends to update, revise or correct such estimates if they become inaccurate (even in the short term). SOURCE AND AMOUNT OF FUNDS. Section 10. "Source and Amount of Funds" of the Offer to Purchase is amended and restated in its entirety as follows: The Purchaser estimates that the total amount of funds required to acquire the outstanding Shares pursuant to the Offer, consummate the Merger, and to pay related fees and expenses will be approximately $908.1 million (or approximately $1.18 billion including the repayment of approximately $269 million of the Company's outstanding indebtedness (including the amount required to fund the Change of Control Offer (as defined below))). See Sections 12 and 16. The Offer is not conditioned upon any financing arrangements. Purchaser expects to obtain the funds required to consummate the Offer through capital contributions or advances made by Parent. S-2

Parent expects to fund the Offer and the Merger through the use of a combination of one or more of the following (i) internally generated funds, including amounts that may be raised under a $300 million existing credit facility (the "Existing Credit Facility") which secures commercial paper issued under Parent's existing commercial paper program; (ii) the issuance of commercial paper pursuant to a new commercial paper program (the "CP Program") which will be secured by a new $1 billion credit facility (the "New Facility") to be provided by Morgan Guaranty Trust Company of New York, Bank of America NT&SA and The Chase Manhattan Bank (collectively, the "Lenders"); and (iii) borrowings under either or both of the Existing Credit Facility and the New Facility. Existing Credit Facility. Pursuant to a $300 million Credit Agreement, dated as of February 7, 1995, among Parent, Morgan Guaranty Trust Company of New York, as Agent, and the other banks that are parties thereto, as amended (the "Credit Agreement") Parent may borrow up to an aggregate of $300 million for general corporate purposes on a revolving basis. As of June 16, 1998, Parent had no outstanding indebtedness under the Credit Agreement, however, approximately $137.4 million was outstanding under Parent's existing commercial paper program. The Credit Agreement expires April 9, 2001. Loans under the Credit Agreement generally bear interest on the unpaid principal at a rate per annum equal to the higher of (i) the prime rate described therein and (ii) the sum of 1/2 of 1% plus the federal funds rate. The covenants contained in the Credit Agreement include a minimum consolidated net worth test. New Facility. Pursuant to a bank commitment letter dated June 5, 1998 among Parent and the Lenders (the "Bank Commitment Letter"), the Lenders each have committed (the "Commitments") to provide up to approximately $333 million (and, collectively $1 billion in the aggregate) to fund the Offer and the Merger and related expenses. The Bank Commitment Letter provides that the New Facility will be established as a 364-day fully revolving credit facility. Loans will bear interest at rates based on the London interbank offered rate ("LIBOR") plus a facility fee and LIBOR margin based fee on the total outstanding indebtedness of Parent and its direct and indirect subsidiaries and the rating of Parent's senior unsecured long-term debt (including the Company and including indebtedness under the New Facility). The margin will range from 0.225% per year to 0.55%. The covenants will include a minimum consolidated net worth test. Parent has agreed to pay underwriting, agency and other fees to J.P. Morgan Securities Inc. ("JPMSI") and the Lenders or their affiliates and to pay certain other of its and their expenses. Parent has also agreed to indemnify JPMSI and the Lenders, their respective affiliates and their respective directors, officers and employees against certain types of losses and liabilities arising out of the commitment or the New Facility. The Commitments made by the Lenders are subject to the satisfaction of certain conditions including the following: (i) certain representations and warranties from Parent; (ii) the continued credit rating of Parent following the consummation of the transactions contemplated by the Merger Agreement; (iii) absence of material adverse changes in the financial condition, business, assets, results of operations or prospects of Parent or its subsidiaries or the Company; (iv) Lenders' satisfaction that, except as otherwise agreed, prior to and during any syndication of the New Facility there shall be no competing offer, placement or arrangement of debt securities or bank financing on behalf of Parent; (v) absence of adverse changes in the syndicated loan markets generally or in the regulatory environment that in the Lenders' reasonable judgment are likely to materially and adversely affect the syndication of the New Facility; and (vi) the negotiation and execution of definitive documentation with respect to the New Facility. The foregoing summary description of the Bank Commitment Letter does not purport to be complete. There is no assurance that the terms described below will be contained in the definitive documentation for the New Facility, and additional terms may be included. If for any reason the New Facility is not finalized or does not become available, Parent would require alternative funding which it would seek from other sources. Those sources might include bank borrowings or sales of debt or equity securities in the capital markets. S-3

CP Program. Pursuant to Parent's CP Program, Parent intends to issue commercial paper notes secured by lines of credit under the New Facility. The commercial paper notes will have maturities of up to 270 days and are expected to bear interest at rates between approximately 5.5% and 6.5%. Parent currently anticipates that one or more of JPMSI, BancAmerica Robertson Stephens, Chase Securities Inc. and Morgan Stanley & Co. Incorporated will act as dealers under the CP Program. It is anticipated that the indebtedness incurred by Parent in connection with the Offer and the Merger will be repaid from funds generated internally by Parent and its subsidiaries (including, after the Merger, if consummated, funds generated by the surviving corporation and its subsidiaries), proceeds of dispositions, through other sources which may include the proceeds of future bank refinancings, dispositions or the public or private sale of debt or equity securities, or through a combination of two or more such sources. No final decisions have been made, however, concerning the method Parent will employ to repay such indebtedness. Such decisions, when made, will be based on Parent's review from time to time of the advisability of particular actions, as well as on prevailing interest rates and financial and other economic conditions. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. The first paragraph of Section 11. "Certain Legal Matters-- Stockholder Litigation" is amended by adding the following information: On June 23, 1998 an amended purported class action complaint was filed in the Court of Chancery of Delaware by Pinna Yosevitz in full substitution of the purported class action complaint filed by Pinna Yosevitz on June 15, 1998. The purported class action was brought individually and on behalf of other stockholders of the Company similarly situated against the Company, its directors and Parent. The lawsuit is styled Pinna Yosevitz v. Floyd F. Sherman et. al. (C.A.No.16447-NC) and seeks, among other things, a preliminary and permanent injunction against the Offer and the Merger, rescission of the Offer and the Merger if they are consummated, and compensatory damages. The complaint asserts, among other things, that (i) the Company's stockholders cannot determine, based on materials provided in the Offer, the intrinsic value of their Shares and whether the acquisition by Parent is preferable over other alternatives or is fair; (ii) the Company's stockholders are unable to rely upon the integrity of the fairness opinion rendered by Salomon Smith Barney ("Salomon"), the Company's financial advisor, in light of alleged conflicts of interest; (iii) as a result of the receipt of consideration for the cancellation of their outstanding options, certain of the individual defendants have interests in the proposed transaction that conflict with those of the public stockholders of the Company; (iv) the individual defendants have not acted reasonably and in compliance with their fiduciary duties to the Company's stockholders in a manner designed to obtain the highest possible price for the Company's public stockholders; (v) the intrinsic value of the Company is materially in excess of the Offer Price giving due consideration to anticipated operating results, net asset value, cash flow and profitability of the Company; (vi) the Offer Price is not the result of an appropriate consideration of the value of the Company's business because the board of directors of the Company approved the Merger without undertaking appropriate steps to ascertain the Company's value; (vii) by entering into the agreement with Parent, the individual defendants have allowed the price of the Company's common stock to be capped, thereby depriving the stockholders of an opportunity to realize any increase in the value of their Shares; and (viii) the individual defendants did not appoint or retain any truly independent person or entity to negotiate for or on behalf of the Company's public stockholders to promote their best interests in the Merger. The complaint alleges that the defendants' have participated in unfair dealing toward the public stockholders and have engaged in and substantially aided and abetted each other in breach of fiduciary duties owed by them to the stockholders. The complaint further asserts that Parent has knowingly aided and abetted the alleged breaches of fiduciary duty committed by the individual defendants. In connection with the purported class action lawsuit, on June 19, 1998, the plaintiff served defendants with a first request for production of documents. The Company, Parent and the other defendants have negotiated a proposed settlement with the plaintiffs in the purported class action lawsuit described above. Pursuant to a memorandum of understanding entered into by S-4

counsel for the defendants and the plaintiff, (i) the Company agreed to include in an amendment to its Schedule 14D-9, which amendment is being delivered to the stockholders of the Company herewith, certain additional information with regard to Salomon's relationship with Parent, (ii) Parent and the Purchaser agreed to include in this First Supplement to the Offer to Purchase, certain additional information with respect to estimates of the Company's projected results of operations that had been furnished to Parent set forth in "Certain Information Concerning the Company" above, and (iii) the defendants agreed not to oppose an application for legal fees and expenses by the plaintiff's attorneys in an amount of not more than $275,000 and $25,000, respectively. Pursuant to the proposed settlement, the action will be dismissed with prejudice and the defendants will be released from claims that were or could have been asserted in such action. Because the action is a putative class action, the proposed settlement is subject to reasonable confirmatory discovery, certification of the plaintiff class of the Company's stockholders, notice to the class and court approval. S-5

Exhibit (b)(1) June 5, 1998 Edward R. Case Treasurer Armstrong World Industries, Inc. 313 West Liberty Lancaster, PA 17603 Dear Ned: You have requested J.P. Morgan Securities Inc. ("JPMSI") to act as Arranger of financing in the amount of $1,000,000,000 for Armstrong World Industries, Inc. ("Armstrong" or the "Borrower") for the acquisition (the "Transaction") of Triangle Pacific Corporation ("TPC") and general corporate purposes. You have also requested BancAmerica Robertson Stephens and Chase Securities Inc. to act as Co-Arrangers of such financing. Attached is an outline of the principal terms and conditions of the proposed loans to be made by Morgan Guaranty Trust Company of New York ("MGT"), Bank of America NT&SA("Bank of America"), and The Chase Manhattan Bank ("Chase," and, together with MGT and Bank of America, the "Underwriting Banks"), and other banks acceptable to MGT in consultation with the Borrower (the Underwriting Banks and such other banks being herein called the "Banks")), pursuant to loan documentation mutually acceptable to the Banks and the Borrower. Each Underwriting Bank hereby severally commits to lend $333,333,333.33 on the attached terms and conditions (the "Commitments"). The Commitments are subject to (i) representations by the Borrower to the Underwriting Banks of its willingness to cooperate with the Underwriting Banks in structuring and promptly syndicating an appropriate credit facility to a broader syndicate of banks, including its willingness to make reasonable changes to the documents as requested by participants; (ii) the Underwriting Banks' current understanding of the proposed capital structure and the "BBB+" or better credit rating of the Borrower after giving effect to the Transaction and the financing referred to herein; (iii) the absence of material adverse changes in the financial condition, business, assets, results of operations, or prospects of the Borrower or its subsidiaries or TPC; (iv) the Undewriting Banks' satisfaction that prior to and during any syndication of the credit facility there shall be no competing offering, placement or arrangement of debt securities or bank financing on behalf of the Borrower, provided, however, that the Borrower's offering of PEPS securities will not be considered a competing financing; (v) the absence of adverse changes in the syndicated loan markets generally or in the regulatory environment that in the Underwriting Banks' reasonable judgment are likely to materially and adversely affect the syndication of the proposed financing; it being understood that there can be no assurance that such markets or regulatory environment will not so change in the future; and (vi) the negotiation, execution and delivery of mutully acceptabe definitive loan documentation (to be prepared by the Underwriting Banks' counsel, Davis Polk & Wardwell) by July 31, 1998; provided, however, that in the instances contemplated in clauses (ii) and (v) the Borrower and

Underwriting Banks covenant to negotiate in good faith to reach an alternative price and or alternative other terms on which the financing shall proceed. By signing below, Armstrong acknowledges its obligation to pay to each Underwriting Bank the following fees: (i) a structuring and advisory fee (to be paid to and retained in its entirety by such Underwriting Bank or its affiliates) of 11.5 basis points on such Underwriting Bank's Commitment, payable on the date Armstrong accepts this letter; (ii) a syndication fee (a portion of which will be paid to participating banks, with any remainder to be retained by such Underwriting Bank or its affiliates) of 10 basis points on such Underwriting Bank's Commitment, payable on the date of signing of definitive loan documentation; and (iii) an incremental syndication fee of 5 basis points, due on the amount, if any, of each Underwriting Bank's Commitment in excess of $100 million immediately after general syndication. Such fee, if any, is payable on the allocation date of such general syndication. Armstrong agrees that, once paid, the fees or any part thereof payable hereunder shall not be refundable under any circumstances. All fees payable hereunder shall be paid in immediately available funds. By signing below Armstrong acknowledges its obligation to pay the reasonable out-of-pocket costs and expenses of the Arranger, the CoArrangers and the Underwriting Banks and the reasonable fees and disbursements of the Underwriting Banks' counsel, Davis Polk & Wardwell, regardless of whether any loan documents are agreed to and signed by the Banks and Armstrong, and regardless of whether any loans are actually made. Armstrong also acknowledges its obligation to pay JPMSI and MGT and fees referred to in the Supplemental Fee Letter dated as of the date hereof. Fees payable to each Underwriting Bank hereunder shall be allocated between it and its affiliates as they may mutually determine. Armstrong acknowledges that each of the Underwriting Banks may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which Armstrong may have conflicting interests regarding the transactions described herein and otherwise. The Borrower by signing below agrees to indemnify and defend the Arranger, the Co-Arrangers, the Underwriting Banks and each other Bank, their respective affiliates and the respective directors, officers, Underwriting Banks and employees of the foregoing from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses of any kind, including without limitation the fees and disbursements of counsel, incurred by any of them arising out of or by reason of their role hereunder or any investigation, litigation or other proceeding brought or threatened relating to any loan made or proposed to be made to the Borrower in connection with the matters herein referred to

(including, but without limitation, any use made or proposed to be made by the Borrower or any of its affiliates of the proceeds of such loans, but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the indemnitee as determined by a final judgment of a court of competent jurisdiction). Upon acceptance of this letter, you agree that the commitment letters, dated March 1998, between the Underwriting Banks and the Borrower are hereby terminated. If you accept and agree to this proposal, please so indicate by signing in the space provided below and returning a copy of this letter to us. This proposal will expire at the close of business on June 19, 1998 if not accepted by you in writing by that time. Very truly yours, MORGAN GUARANTY TRUST COMPANY OF NEW YORK

J.P MORGAN SECURITIES INC.

By: /s/ John M. Mikolay ---------------------Name: John M. Mikolay Title: Vice President 60 Wall Street New York, New York 10260-0060 Telephone: 212-648-6988 Telecopier: 212-648-5018

By: /s/ Charles H. King ---------------------Name: Charles H. King Title: Vice President 60 Wall Street New York, New York 10260-0060 Telephone: 212-648-7138 Telecopier: 212-648-5336

BANK OF AMERICA NT&SA By: /s/ Dale R. Mason ---------------------Name: Dale R. Mason Title: Vice President 355 Madison Avenue New York, New York 10017 Telephone: 212-503-7939 Telecopier: 212-503-7066

BANCAMERICA ROBERTSON STEPHENS By: /s/ Keith C. Barnish ---------------------Name: Keith C. Barnish Title: Sr. Managing Director 355 Madison Avenue New York, New York 10017 Telephone: Telecopier:

THE CHASE MANHATTAN BANK

CHASE SECURITIES, INC.

By: /s/ Karen M. Sharf ---------------------Name: Karen M. Sharf Title: Vice President 270 Park Avenue New York, New York 10017 Telephone 212-270-5659

By:

Telecopier: 212-270-5120 Telecopier:

----------------------Name: Title: 270 Park Avenue New York, New York 10017 Telephone:

SUMMARY OF TERMS AND CONDITIONS FOR ARMSTRONG WORLD INDUSTRIES, INC. Terms and conditions for this facility not mentioned below will be substantially similar to those in the existing $300,000,000 Credit Agreement dated as of February 7, 1995, and amended as of April 9, 1996 ("Existing Credit Agreement"). Borrower:

Armstrong World Industries, Inc.

Total Facility Amount:

$1,000,000,000.

Arranger:

J.P. Morgan Securities Inc.

Co-Arrangers:

BancAmerica Robertson Stephens and Chase Securities Inc.

Administrative Agent:

Morgan Guaranty Trust Company of New York ("Morgan").

Documentation Agent:

Bank of America NT&SA.

Syndication Agent:

Chase Securities, Inc.

Purpose:

To provide financing for the acquisition of Triangle Pacific Corporation by the Borrower ("TPC") and general corporate purposes.

Lenders:

Syndicate of lenders acceptable to Morgan in consultation with the Borrower (the "Banks").

Facility Description:

A 364-day fully revolving credit facility.

Increase Option:

None.

Money Market Option:

None.

Mandatory Commitment Reduction:

The first $500 million of net proceeds from any issuance of equity or long term debt shall be used to permanently reduce the Commitments, excluding, however, the proceeds of the Borrower's disposition of Dal-Tile stock or any issuance of securites in conjunction with the purchase of DLW A.G.

Facility Pricing:

Pricing on the commitments and loans, expressed in basis points per annum, will vary according to the pricing level commensurate with credit quality (see attached pricing Grid)

Page 1

Conditions to Closing:

Substantially similar to the Existing Credit Agreement, including: 1.

2.

Negotiation and execution of satisfactory closing documentation including legal opinions satisfactory to the Banks. Deal-specific requirements, if any; regulatory approvals, licenses, etc., if any.

Condition to First Borrowing:

Closing of purchase of TPC on terms substantially similar to those outlined in the purchase agreement (the terms of which the Agents shall have approved.)

Conditions to all Borrowings:

Substantially similar to the Existing Credit Agreement.

Covenants:

Substantially similar to the Existing Credit Agreement. However, Section 5.07 shall be amended to change $500,000,000 to $650,000,000.

Events of Default:

Substantially similar to the Existing Credit Agreement.

Transfers and Participations:

Banks will have the right to transfer or sell participations in their loans or commitments with the transferability of voting rights in the case of participations limited to changes in principal, rate, fees and terms. Assignments will be allowed with the consent (not to be unreasonably withheld) of the Borrower and the Administrative Agent, provided that no consent shall be required for assignments within the Bank group and the Banks' affiliates or where a default is occurring.

Indemnification:

The Borrower will indemnify the Banks against all losses, liabilities, claims, damages, or expenses relating to their loans, the Borrower's use of loan proceeds or the commitments, including but not limited to reasonable attorneys' fees and settlement costs (except such as result from the indemnitee's gross negligence or willful misconduct).

Governing Law:

State of New York.

PRICING GRID FOR ARMSTRONG WORLD INDUSTRIES FACILITY

(basis points per amnum) ____________________________________________________________________________________________________________________________________ PRICING LEVEL LEVEL I LEVEL II LEVEL III LEVEL IV ____________________________________________________________________________________________________________________________________ Basis for Pricing: If the Borrower's senior If the Borrower's senior If the Borrower's senior If Levels I, unsecuried long-term debt is unsecured long-term debt is unsecured long-term debt is II, and III rated A or above by S&P or rated A-by S&P or A3 by rated BBB+by S&P and do not apply A2 or above by Moody's Moody's Baa1 by Moody's ____________________________________________________________________________________________________________________________________ Facility Fee /ii/ 5.0 6.5 8.0 10.0 ____________________________________________________________________________________________________________________________________ LIBOR Margin less than 22.5 23.5 27.0 32.5 1/3rd Used ____________________________________________________________________________________________________________________________________ LIBOR Margin greater 30.0 33.5 37.0 45.0 than or equal to 1/3rd Used /iii/ ____________________________________________________________________________________________________________________________________ less than 1/3rd Used 27.5 30.0 35.0 42.5 LIBOR + (Facility Fee + LIBOR Margin) ____________________________________________________________________________________________________________________________________ greater than or equal 35.0 40.0 45.0 55.0 to 1/3rd Used LIBOR + (Facility Fee + LIBOR Margin) ____________________________________________________________________________________________________________________________________

i Pricing shall be at Level III until the Borrower's ratings are affirmed by both S&P and Moody's. ii After December 31, 1998, the Facility Fee on any Commitments in excess of $500 million shall double (the "Refinancing Incentive Fee.") iii On any date when the total amount of Loans equals or exceeds 33.3% of the Commitments, this LIBOR Margin shall apply to all Loans.

If the Borrower's rating are split by one notch, the higher of the two ratings shall apply. If the Borrower's ratings are split by two or more notches, the midpoint or the lower of the two midpoint ratings shall apply.

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