Exhibit 10.4
AMENDMENT TO THE CONFIDENTIAL SETTLEMENT AGREEMENT AND
RELEASE AMONG CONGOLEUM CORPORATION, THE PLAN TRUST AND
CERTAIN UNDERWRITERS AT LLOYD'S, LONDON, DATED JUNE 22, 2005
This Amendment (the "Amendment") to the Confidential Settlement Agreement
and Release Among Congoleum Corporation, The Plan Trust and Certain Underwriters
at Lloyd's, London, dated June 22, 2005 is made this 29th day of July, 2005 by
and between "Congoleum" (as defined herein) and, upon its creation, The Plan
Trust, on the one part, and certain Underwriters at Lloyd's, London ("Lloyd's
Underwriters") on the other part.
WHEREAS, each of Congoleum and Lloyd's Underwriters executed the
Confidential Settlement Agreement and Release Among Congoleum Corporation, The
Plan Trust and Certain Underwriters at Lloyd's, London, dated June 22, 2005 (the
"Agreement"); and
WHEREAS, pursuant to Section 15 of the Agreement, each of Congoleum and
Lloyd's Underwriters seeks to amend the Agreement as follows:
Paragraph 1.O of the Agreement shall be amended to read:
O. Congoleum: The term "Congoleum" shall mean:
(i) the corporation now named Congoleum Corporation that was
incorporated in the State of Delaware in 1986 ("Congoleum
Corporation");
(ii) all present subsidiaries of Congoleum Corporation, any Persons
in which Congoleum Corporation has an ownership interest,
directly or indirectly, of fifty percent (50%) or more, and
any other Persons on whose behalf Congoleum Corporation has
the power and authority to release claims under the London
Policies;
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(iii) any Persons that have been acquired by, merged into or
combined with any of the Persons identified in sub-paragraph
1.O(i) and (ii) above
(iv) Congoleum Corporation's predecessors, successors and past and
present assigns, all its past subsidiaries and the
predecessors, successors and past and present assigns of such
past subsidiaries; provided that, as to each of the foregoing,
Congoleum Corporation has the power and authority to release
claims under the London Policies on their behalf;
(v) any and all Persons named as insureds, other insureds, or
otherwise insured or claimed to be insured under the London
Policies; provided that, as to each of the foregoing,
Congoleum Corporation has the power and authority to release
claims under the London Policies on their behalf;
(vi) Congoleum Sales, Inc. and Congoleum Fiscal, Inc., debtors and
debtors-in-possession; and
(vii) the directors, officers, agents, employees, representatives
and attorneys of any of the foregoing Persons, solely in their
respective capacities as such; provided that, as to each of
the foregoing, Congoleum Corporation has the power and
authority to release claims under the London Policies on their
behalf.
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FOR CONGOLEUM
By: /s/ Xxxxxx X. Xxxxx III
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Name: Xxxxxx X. Xxxxx III
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Title: Chief Financial Officer
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Date: August 12, 2005
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FOR LLOYD'S UNDERWRITERS
By: Xxxxx Xxxxxxx, Esq., attorney,-in-fact
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Name: Xxxxx Xxxxxxx
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Title: Attorney-in-fact
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Date: June 22, 2005
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