AMENDMENT No. 1 TO BUSINESS RELATIONS AGREEMENT
Exhibit 10
(53)
AMENDMENT No. 1 TO BUSINESS
RELATIONS AGREEMENT
AMENDMENT
NO. 1 TO BUSINESS RELATIONS AGREEMENT (this “Agreement”) dated as of August
19, 1997 by and between American Biltrite Inc., a Delaware corporation (“ABI”), and Congoleum
Corporation, a Delaware corporation (“Congoleum”).
ABI and
Congoleum entered into a Business Relations Agreement as of March 11, 1993 (the
“Business Relations Agreement”). Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed
thereto in the Business Relations Agreement.
ABI and
Congoleum now desire to amend certain of the terms of the Business Relations
Agreement.
In
consideration of the premises and the mutual agreements set forth in the
Business Relations Agreement and this Amendment, the parties hereto hereby agree
as follows:
1. The
first sentence of Section 1(a) of the Business Relations Agreement is amended
and restated to read in its entirety as follows:
Congoleum
hereby grants to ABI, and ABI hereby accepts, the exclusive right and license
(except as to Congoleum itself, as set forth in paragraph (d) below) to
distribute Congoleum’s vinyl, vinyl composition or other floor tile (“Congoleum Tile”) in Canada (the “License”).
2. Section
1(c) of the Business Relations Agreement is hereby amended and restated to read
in its entirety as follows:
(c) Other Terms and
Conditions. Transactions under this Section 1 shall be
conducted in accordance with ordinary and customary commercial
terms. The initial term of the License granted in Section 1(a) above
shall terminate on the fifteenth anniversary of the date hereof and may be
renewed for successive one year periods of the initial term or any renewal
term. Notwithstanding the foregoing, the License granted in Section
1(a) above may be terminated at any time after notice by Congoleum if ABI fails
to pay for the Congoleum Tile on a timely basis.
3. Section
1 of the Business Relations Agreement is amended by inserting the following new
paragraph (d) at the end thereof:
(d) Direct Sales by Congoleum in
Canada. By prior mutual agreement between ABI and Congoleum,
Congoleum may sell Congoleum Tile direct in Canada. If, by mutual
agreement between ABI and Congoleum, Congoleum sells Congoleum Tile directly to
any customer in Canada, then Congoleum shall remit to ABI 50% of the standard
gross margin for that sale, calculated in accordance with generally accepted
accounting principles. This Section 1(d) shall be effective for all
transactions occurring on or after March 11, 1993.
4. The
last sentence of Section 2(d) of the Business Relations Agreement is amended and
restated to read in its entirety as follows:
Notwithstanding
the foregoing, the Purchase Rights may be terminated at any time after notice by
ABI if Congoleum fails to pay for the floor tile purchased under Section 2(a)
above or the urethane purchased under Section 2(b) above on a timely
basis.
5. The
last sentence of Section 3 of the Business Relations Agreement is amended and
restated to read in its entirety as follows:
The Agreement set forth in this Section
3 may be terminated at any time after notice by Congoleum if ABI fails to pay
for the data processing services on a timely basis.
6. The
term “Business Relations Agreement” as used in the Business Relations Agreement
shall be deemed to refer to the Business Relations Agreement as amended
hereby.
7. This
Amendment shall be effective as of the date hereof, except that the terms and
provisions of Section 1(d) of the Business Relations Agreement as amended hereby
are effective as stated therein.
The
parties hereto have caused this Amendment to be duly executed and delivered as
of the date first set forth above.
By: /s/ Xxxxxxx X.
Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title Vice President-
Finance
CONGOLEUM
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
III
Name: Xxxxxx X. Xxxxx
III
Title: Vice President-
Finance
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