PUT/CALL AGREEMENTPut/Call Agreement • March 31st, 2008 • American Biltrite Inc • Plastics products, nec • Delaware
This PUT/CALL AGREEMENT (the “Agreement”), dated as of _____________ (the “Agreement Date”), is made and entered into by and between Congoleum Corporation, a Delaware corporation (as a debtor in possession and a reorganized debtor, as applicable, the “Company”), [Congoleum Plan Trust to be formed on Effective Date of Plan] (the “Trust”), Plainfield Special Situations Master Fund Limited (“Plainfield”), DWS High Income Fund, DWS High Income VIP and DWS High Income Plus Fund, DWS High Income Trust, DWS Balanced Fund, DWS Strategic Income Fund, DWS Multi Market Income Trust, DWS Balanced VIP, DWS Strategic Income VIP and DWS Strategic Income Trust (collectively, “DWS” and each an “Initial Backstop Participant” and collectively, the “Initial Backstop Participants”), and any other Eligible Bondholder (as defined below) that elects to become a party hereto prior to the Election Deadline (as defined below), if any, by executing a counterpart signature page in the form of Exhibit A attached he
AMENDED AND RESTATED SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • March 31st, 2008 • American Biltrite Inc • Plastics products, nec • New Jersey
This Amended and Restated Settlement Agreement and Release is made as of this 18th day of January, 2008, by and between CONGOLEUM CORPORATION, on its own behalf and on behalf of all “Persons” (as defined herein) within the definition of “Congoleum” (as defined herein), and upon its creation, the Plan Trust, on the one part, and MT. MCKINLEY INSURANCE COMPANY and EVEREST REINSURANCE COMPANY (“Mt. McKinley and Everest” as defined herein), on the other part.
SECOND AMENDMENT TO THE CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE AMONG CONGOLEUM CORPORATION,The Confidential Settlement Agreement • March 31st, 2008 • American Biltrite Inc • Plastics products, nec
This Second Amendment (the “Second Amendment”) to that certain Confidential Settlement Agreement and Release Among Congoleum Corporation, the Plan Trust and Certain Underwriters at Lloyd’s, London, dated June 22, 2005 (the “Agreement”), is made this 8th day of November, 2007, by and between Congoleum and, upon its creation, the Plan Trust, on the one hand, and Lloyd’s Underwriters, on the other hand.
ContractRatification and Amendment Agreement • March 31st, 2008 • American Biltrite Inc • Plastics products, nec
LETTER AGREEMENTLetter Agreement • March 31st, 2008 • American Biltrite Inc • Plastics products, nec
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. Paul Fire and Marine Insurance Company (“St. Paul”), individually and on behalf of the St. Paul Travelers Entities.
AMENDMENT No. 1 TO BUSINESS RELATIONS AGREEMENTBusiness Relations Agreement • March 31st, 2008 • American Biltrite Inc • Plastics products, nec
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”).
BUSINESS RELATIONS AGREEMENTBusiness Relations Agreement • March 31st, 2008 • American Biltrite Inc • Plastics products, nec • Delaware
BUSINESS RELATIONS AGREEMENT dated as of March 11, 1993 by and between American Biltrite Inc., a Delaware corporation (“ABI”), and Congoleum Corporation, a Delaware corporation (“Congoleum”), pursuant to the Joint Venture Agreement dated as of December 16, 1992 (the “Agreement”) by and among ABI, Congoleum and the other corporations in the Hillside Group (as defined in the Agreement). Capitalized terms not otherwise defined herein have the meaning assigned such terms in the Agreement.
AMERICAN BILTRITE INC. K&M ASSOCIATES L.P. AMENDED & RESTATED CREDIT AGREEMENT Amendment No. 3Credit Agreement • March 31st, 2008 • American Biltrite Inc • Plastics products, nec • Massachusetts
This Agreement, dated as of December 14, 2007 (the "Agreement"), is among American Biltrite Inc., a Delaware corporation (the "Company"), K&M Associates L.P., a Rhode Island limited partnership ("K&M"; the Company and K&M being collectively but jointly and severally, the "Domestic Borrower"), American Biltrite (Canada) Ltd., a corporation governed by the Canada Business Corporations Act (the "Canadian Borrower"), the Canadian Lenders and Domestic Lenders from time to time party hereto, Bank of America, National Association, successor by merger to Fleet National Bank, both in its capacity as a Domestic Lender and in its capacity as domestic administrative agent for the Lenders, and Bank of America, National Association, acting through its Canada branch, both in its capacity as a Canadian Lender and in its capacity as Canadian administrative agent for the Lenders.
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2008 • American Biltrite Inc • Plastics products, nec • Delaware
STOCK OPTION AGREEMENT (this "Option Agreement") made this __ day of ____________, _____, between American Biltrite Inc., a Delaware corporation (the "Company"), and _______________ (the "Optionee").
