Exhibit 4.6.1
JOINDER AGREEMENT
THIS JOINDER AGREEMENT ("Joinder Agreement") dated as of December 21, 1998
among CONGOLEUM CORPORATION ("CONGOLEUM Corp."), CONGOLEUM INTELLECTUAL
PROPERTIES, INC. ("Intellectual"), CONGOLEUM FINANCIAL CORPORATION ("Financial";
Congoleum Corp., Intellectual and Financial shall be referred to collectively as
"Borrowers") and FIRST UNION NATIONAL BANK ("Lender"). All terms capitalized but
not defined herein shall have the meanings given to such terms in the Loan
Agreement (as such term is hereinafter defined).
BACKGROUND
A. Corporation and Lender entered into a certain Loan and Security
Agreement ("Loan Agreement") dated as of December 18, 1998 pursuant to which
Lender made available to the Borrowers the revolving credit facility described
therein.
NOW, THEREFORE, the parties agree as follows, intending to be legally
bound.
1. Intellectual and Financial, each individually, hereby: (a) shall be,
become and is a Borrower under, in accordance with and subject to the terms and
conditions of the Loan Agreement; (b) joins in and agrees to be bound by and to
perform in accordance with the terms of the Loan Agreement; (c) confirms that
Borrowers are jointly and severally liable to Lender for all the Liabilities;
(d) hereby pledges, transfers, assigns and delivers and grants to Lender a lien
on and security interest in and to the Collateral; and (e) confirms the truth
and accuracy of the representations and warranties in the Loan Agreement as of
the date hereof insofar as they relate to it.
2. Intellectual and Financial, each individually, hereby agrees to deliver
to Lender within twenty (20) days of the execution hereof such UCC-1 financing
statements and other documents and agreements as Lender may request to perfect
its interest in the Collateral owned by them. Borrowers hereby agree that
failure to deliver such agreements within twenty (20) days of execution hereof
shall constitute an Event of Default under the Loan Agreement.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Joinder Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
CONGOLEUM CORPORATION CONGOLEUM INTELLECTUAL
PROPERTIES, INC.
By: By:
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Xxxxxx X. Xxxxx III Name:
Sr. Vice President - Finance Title:
CONGOLEUM FINANCIAL CORPORATION FIRST UNION NATIONAL BANK
By: By:
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Name: Name:
Title: Title:
