Exhibit 10.14.1
AMENDMENT NO. 1 TO BUSINESS RELATIONS AGREEMENT
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AMENDMENT NO. 1 TO BUSINESS RELATIONS AGREEMENT (this "Amendment") 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 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 the 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 to 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.
AMERICAN BILTRITE INC.
By:____________________________
Xxxxxxx X. Xxxxxxx
Vice President - Finance
CONGOLEUM CORPORATION
By: ___________________________
X. X. Xxxxx
Xx. Vice President - Finance
