LETTER AGREEMENT
Exhibit
99.7.1
March 18,
2008
VIA
FACSIMILE AND U.S. MAIL
Xxxxxx X.
Xxxxx III
Congoleum
Corporation
00 Xxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Fax:
(000) 000-0000
Xxxxx X.
Xxxxxx
American
Biltrite Inc.
00 Xxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxxx, XX 00000
Fax:
(000) 000-0000
Re: Amendments to Settlement and
Policy Buyback Agreement and Release
Gentlemen:
Reference is hereby made to the
Settlement and Policy Buyback Agreement and Release (“Settlement and Buyback
Amendment”), dated as of April 25, 2006, by and among Congoleum Corporation
(“Congoleum”), individually and on behalf of all of the Congoleum Entities; upon
its
creation, the Plan Trust; American Biltrite Inc. (“ABI”), individually and on
behalf of all of the ABI
Entities; and Travelers Casualty and Surety Co., formerly known as Aetna
Casualty and
Surety Company (“Travelers”), and St. Xxxx Fire and Marine Insurance Company
(“St. Xxxx”),
individually and on behalf of the St. Xxxx Travelers Entities.
The undersigned hereby agree to the
following amendments to the Settlement and Buyback
Agreement:
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1.
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Pursuant
to Section V.A, the deadline for Travelers to exercise its right to waive
the occurrence of the contingencies set forth in Section V.A(vii) shall be
extended to April 29, 2008.
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2.
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This
Letter Agreement may be executed by the parties hereto in counterparts,
and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.
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3.
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Except
as expressly amended hereby, the Settlement and Buyback Agreement shall
continue to be and remain in full force and
effect.
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Please
signify your agreement to the terms of this Letter Agreement by counter-signing
in the place provided below.
Very
truly yours,
TRAVELERS
CASUALTY AND SURETY
COMPANY
AND ST. XXXX FIRE AND MARINE
INSURANCE
COMPANY (on behalf of all of the
St. Xxxx
Travelers Entities)
By: /s/ Xxxxxxx Xxxxxxx
Officer
Acknowledged
and agreed, this 17th day of
March, 2008:
CONGOLEUM
CORPORATION, AMERICAN
BILTRITE INC.
CONGOLEUM
SALES, INC.
and (on
behalf of all of the ABI Entities)
CONGOLEUM
FISCAL, INC.
(on
behalf of all of the Congoleum Entities)
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxx
III Xxxxx
X. Xxxxxx
Chief Financial
Officer Chief
Executive Officer
cc: Pillsbury
Xxxxxxxx Xxxx Xxxxxxx LLP
0000 Xxxxxxxx
Xxx Xxxx,
XX 00000-0000
Fax: (000)000-0000
Attn: Xxxxxxx X.
Xxxxxx, Esq.
Xxxxx X. Xxxxxxx,
Esq.
Xxxxxxxxx & Xxxxxxx
0000 Xxxxxxxxxxxx Xxxxxx,
X.X.
Xxxxxxxxxx,
XX 00000-0000
Fax: (000)
000-0000
Attn: Xxxxxxxx X.
Xxxxx, Esq.
Winston & Xxxxxx LLP
0000 X Xxxxxx, X.X.
Xxxxxxxxxx,
XX 00000
Fax: (000)
000-0000
Attn: Xxxxxxx X. Xxxx,
Esq.
Xxxx X. Xxxxxxxxxx, Esq.
Xxxx X. Xxxxxxxxxx, Esq.
