0001171520-10-000214 Sample Contracts

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and Westport (as defined).

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SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and the Hartford Parties (as defined).

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and the Navigators Management Company Participating Parties (as defined).

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and Mutual Marine (as defined).

SETTLEMENT AND POLICY BUYBACK AGREEMENT AND RELEASE BETWEEN CONGOLEUM CORPORATION AND SEATON INSURANCE COMPANY
Settlement and Policy Buyback Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec • New Jersey

This Settlement and Policy Buyback Agreement and Release (“Agreement”) is hereby made as of January 29, 2010, by and between CONGOLEUM CORPORATION (“Congoleum”), a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code, and SEATON INSURANCE COMPANY, in its own right and as the successor in interest to Unigard Mutual Insurance Company (“Seaton”).

AMENDMENT TO SETTLEMENT AGREEMENT AND RELEASE BY, BETWEEN AND AMONG CONGOLEUM CORPORATION AND FEDERAL INSURANCE COMPANY
Settlement Agreement and Release • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Amendment to Settlement Agreement and Release (“Amendment”), dated as of October 4, 2006, is made by, between and among (a) each of the following (each, a “Debtor” and collectively, the “Debtors”): Congoleum (together with its affiliates, predecessors, successors and assigns, collectively, “Congoleum”), Congoleum Sales, Inc., and Congoleum Fiscal, Inc., as debtors and debtors-in-possession, and their affiliates, predecessors, successors and assigns, (b) Federal Insurance Company and its parents, affiliates, predecessors, successors and assigns (collectively, “Federal”); and (c) upon its creation, the Plan Trust. The Debtors, Federal and the Plan Trust, upon its creation, are each referred to herein in their individual capacity as an “Party” and collectively as the “Parties.”

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and the TIG Parties (as defined).

AMENDMENT NO. 13 TO RATIFICATION AND AMENDMENT AGREEMENT AND AMENDMENT NO. 15 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

AMENDMENT NO. 13 TO RATIFICATION AND AMENDMENT AGREEMENT AND AMENDMENT NO. 15 TO LOAN AND SECURITY AGREEMENT, dated as of December 7, 2009 (this “Thirteenth Ratification Amendment”), by and among CONGOLEUM CORPORATION, a Delaware corporation, as debtor and debtor-in-possession (“Borrower”), CONGOLEUM FISCAL, INC., a New York corporation, as debtor and debtor-in-possession (“CFI”), CONGOLEUM SALES, INC., a New York corporation, as debtor and debtor-in-possession (“CSI” and together with CFI, collectively, “Guarantors” and each individually, a “Guarantor”), and WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to Congress Financial Corporation (“Lender”).

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and the CNA Parties (as defined).

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and the New Jersey Property-Liability Insurance Guaranty Association and New Jersey Surplus Lines Insurance Guaranty Fund (collectively referred to as the “NJ Guaranty Parties”).

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and American Centennial (as defined).

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and Old Republic (as defined).

FIRST AMENDMENT TO LITIGATION SETTLEMENT AGREEMENT
Litigation Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This FIRST AMENDMENT (the “First Amendment”) to the LITIGATION SETTLEMENT AGREEMENT dated as of October 22, 2009, by and between Congoleum Corporation, Congoleum Sales, Inc., and Congoleum Fiscal, Inc. (collectively, the “Debtors”); (ii) the Official Committee of Bondholders of Congoleum Corporation, et al. (the “Bondholders’ Committee”); (iii) Claimants’ Counsel Joseph Rice (“Rice”); (iv) Claimants’ Counsel Perry Weitz (“Weitz”); (v) Arthur J. Pergament as Collateral Trustee (the “Collateral Trustee”); (vi) R. Scott Williams as Futures Representative (the “FCR”); (vii) the Official Claimants Committee (the “ACC”); and (viii) certain undersigned holders of pre-petition settlements with respect to asbestos claims against the Debtors, whether pursuant to individual settlements or the Claimant Agreement, by and through their respective counsel or representatives (the “Settling Claimants,” and together with the Debtors, the Bondholders’ Committee, Rice, Weitz, the Collateral Trustee, the F

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and Munich Re (as defined).

SETTLEMENT AGREEMENT
Settlement Agreement • March 19th, 2010 • Congoleum Corp • Plastics products, nec • London

This Settlement Agreement (the “Agreement”) is made and entered into as of the Execution Date between and among the Congoleum Parties (as defined), the Committee (as defined), the Claimants’ Representatives (as defined) and the London Market Companies (as defined).

January 28, 2010
Congoleum Corp • March 19th, 2010 • Plastics products, nec

Mr. Howard N. Feist III Mr. Richard G. Marcus Congoleum Corporation American Biltrite Inc. 57 River Street 57 River Street Wellesley Hills, MA 02481-2097 Wellesley Hills, MA 02481 Fax: (781) 237-6880 Fax: (781) 237-6880

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