Exhibit
10.3






AMENDMENT
NO. 10 TO RATIFICATION AND AMENDMENT AGREEMENT AND


AMENDMENT NO. 12 TO LOAN AND
SECURITY AGREEMENT




AMENDMENT
NO. 10 TO RATIFICATION AND AMENDMENT AGREEMENT AND AMENDMENT NO. 12 TO LOAN AND
SECURITY AGREEMENT, dated as of October 6, 2008 (this “Tenth Ratification
Amendment”), by and among
CONGOLEUM CORPORATION, a Delaware corporation, as debtor and
debtor-in-possession (“Borrower”), CONGOLEUM FISCAL, INC., a New York
corporation, as debtor and
debtor-in-possession
(“CFI”), CONGOLEUM SALES, INC., a New York
corporation, as debtor and
debtor-in-possession
(“CSI”and together with CFI, collectively,“Guarantors”and each individually, a“Guarantor”), and WACHOVIA BANK, NATIONAL
ASSOCIATION, successor by merger to Congress Financial Corporation (“Lender”).




W I T N E S S E T H:




WHEREAS,
Lender, Borrower and Guarantors have entered into financing arrangements
pursuant to which Lender may make loans and advances and provide other financial
accommodations to Borrower as set forth in the Loan and Security Agreement,
dated December 10, 2001, between Lender and Borrower, as amended by
Amendment No. 1 to Loan and Security Agreement, dated September 19, 2002,
between Lender and Borrower, Amendment No. 2 to Loan and Security Agreement,
dated as of February 27, 2003, among Lender, Borrower and Guarantors, and as
further amended and ratified by the Ratification and Amendment Agreement, dated
as of January 7, 2004 (the “Ratification Agreement”), between Lender and
Borrower, as acknowledged by Guarantors, Amendment No. 1 to Ratification
Agreement and Amendment No. 3 to Loan and Security Agreement, dated as of
December 14, 2004, between Lender and Borrower, as acknowledged by Guarantors,
Amendment No. 2 to Ratification Agreement and Amendment No. 4 to Loan and
Security Agreement, dated as of January 13, 2005, between Lender and Borrower,
as acknowledged by Guarantors, Amendment No. 3 to Ratification Agreement and
Amendment No. 5 to Loan and Security Agreement, dated as of June 7, 2005,
between Lender and Borrower, as acknowledged by Guarantors, Amendment No. 4 to
Ratification Agreement and Amendment No. 6 to Loan and Security Agreement, dated
as of December 19, 2005, as acknowledged by Guarantors, Amendment No. 5 to
Ratification Agreement and Amendment No. 7 to Loan and Security Agreement, dated
as of September 27, 2006 between Lender and Borrower, as acknowledged by
Guarantors, Amendment No. 6 to Ratification Agreement and Amendment No. 8 to
Loan and Security Agreement, dated as of November 27, 2006 between Lender and
Borrower, as acknowledged by Guarantors, Amendment No. 7 to Ratification
Agreement and Amendment No. 9 to Loan and Security Agreement dated as of June
12, 2007 between Lender and Borrower, as acknowledged by Guarantors, Amendment
No. 8 to Ratification and Amendment Agreement and Amendment No. 10 to Loan and
Security Agreement dated as of December 11, 2007, between Lender and Borrower,
as acknowledged by Guarantors, and Amendment No. 9 to Ratification and Amendment
Agreement and Amendment No. 11 to Loan and Security Agreement dated as of June
4, 2008, between Lender and Borrower, as acknowledged by Guarantors, permitting
debtor




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and
debtor-in-possession financing for Borrower and Guarantors, as the same now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or
replaced (all of the foregoing, as amended hereby and as the same may
hereafter be further amended, modified, supplemented, extended, renewed,
restated or replaced, collectively, the “Loan Agreement”, and together with all
agreements, documents and instruments at any time executed and/or delivered in
connection therewith or related thereto, including the Reaffirmation and
Amendment of Guarantor Documents, dated as of January 7, 2004, between Lender
and Guarantors, as from time to time amended, modified, supplemented, extended,
renewed, restated or replaced, collectively, the “Financing
Agreements”);




WHEREAS,
Borrower and each Guarantor have each commenced a case under Chapter 11 of
Title 11 of the United States Code in the United States Bankruptcy Court for the
District of New Jersey and have each retained possession of its assets and is
authorized under the Bankruptcy Code to continue the operation of its businesses
as a debtor-in-possession;




WHEREAS,
Borrower and Guarantors have requested that Lender make certain amendments to
the Loan Agreement, and Lender is willing to agree to such request, subject to
the terms and conditions contained herein;




WHEREAS,
by this Tenth Ratification Amendment, Lender, Borrower and Guarantors desire and
intend to evidence such amendments;




WHEREAS,
this Tenth Ratification Amendment has been filed with the Bankruptcy Court and
notice thereof has been served upon all parties that have requested notice in
the Borrower’s and Guarantors’ bankruptcy cases pursuant to the Final Order
(1) Authorizing Debtors’ Use of Cash Collateral, (2) Authorizing Debtors to
Obtain Post-Petition Financing, (3) Granting Senior Liens and Priority
Administrative Expense Status Pursuant to 11 U.S.C. §§105 and 364(c), (4)
Modifying the Automatic Stay Pursuant to 11 U.S.C. §362, and (5) Authorizing
Debtors to Enter Into Agreements with Congress Financial Corporation(as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, the “Final DIP Financing Order”), which was approved by the Bankruptcy
Court on February 2, 2004;




WHEREAS, no objection has been filed by
any interested party to the terms and conditions of this Tenth Ratification
Amendment and Borrower and Guarantors are authorized to execute and deliver this
Tenth Ratification Amendment in accordance with the terms of the Final DIP
Financing Order; and




NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender, Borrower and
Guarantors hereby covenant, warrant and agree as follows:




1.  DEFINITIONS.




1.1  Additional
Definition.  “Ninth Ratification Amendment” shall mean this
Tenth Ratification Amendment, as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or
replaced.




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1.2  Amendments to Definitions in
Financing Agreements.




(a)  All references to the term
“Financing Agreements” in this Tenth
Ratification Amendment and in any of the Financing Agreements shall be deemed
and each such reference is hereby amended to include, in addition and not in
limitation, this Tenth Ratification Amendment, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.




(b)  All
references to the term “Ratification Agreement” in this Tenth Ratification
Amendment and in any of the Financing Agreements shall be deemed and each such
reference is hereby amended to mean the Ratification Agreement, as amended
hereby, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.




1.3  Interpretation.  For
purposes of this Tenth Ratification Amendment, unless otherwise defined herein,
all capitalized terms used herein, including, but not limited to, those terms
used and/or defined in the recitals above, shall have the respective meanings
assigned to such terms in the Loan Agreement.




2.  AMENDMENTS TO LOAN
AGREEMENT




2.1  Minimum
EBITDA.  Section 9.23(c) of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:




“(c)  Borrower
and its Subsidiaries shall not, for any period set forth below during fiscal
year 2008 and fiscal year 2009 of Borrower and its Subsidiaries (each, a “Test
Period”), permit EBITDA of Borrower and its Subsidiarieson arolling four (4) quarterbasis to be less than the
respective amount set forth below opposite such Test Period; provided, that, if
Excess Availability was equal to or greater than $15,000,000 for each of the
ninety (90) consecutive days immediately preceding the last day of any such Test
Period, then Borrower and its Subsidiaries shall not be required to comply with
the terms of this Section 9.23(c) for such Test Period:





TestPeriod
            Minimum
      EBITDAFor the four (4) quarters ending
      September 30, 2008
            $12,000,000For the four (4) quarters ending
      December 31, 2008
            $12,000,000For the four (4) quarters ending
      March 31, 2009
            $12,000,000For the four (4) quarters ending
      June 30,
      2009
            $12,000,000”





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2.2  Term.




(a)  The
first sentence of Section 12.1(a) of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:




“This Agreement and the other Financing
Agreements shall become effective as of the date set forth on the first page
hereof and shall continue in full force and effect for a term ending onthe earlier of (i) June 30,
2009and (ii) the date the plan of
reorganization in the
Borrower’s and Guarantors’bankruptcy cases, as confirmed by the Bankruptcy Court,
becomes effective(such earlier date,the“Termination Date”).”





(b)  Section
12.1(c)(iii) of the Loan Agreement is hereby amended by deleting the reference
to “December 31, 2008” and replacing it with “June 30, 2009”.




3.  COVENANT MODIFICATION AND
AMENDMENT FEE.  In addition to and not in limitation of all
other fees, costs and expenses payable to Lender under the Financing Agreements,
in consideration of this Tenth Ratification Amendment, Borrower shall pay Lender
(i) a covenant modification fee in the amount of $25,000 which covenant
modification fee shall be fully earned and payable upon the entry of an order
approving and authorizing this Tenth Amendment, plus (ii) an
amendment fee in the amount of $15,000 per month, which monthly fee shall be
fully earned and payable upon the first day of each month commencing from the
date of entry of an order approving and authorizing this Tenth Amendment and
continuing through the Termination Date.  Each of the covenant
modification fee and the amendment fee may be charged directly to the loan
account of Borrower.




4.  ADDITIONAL REPRESENTATIONS,
WARRANTIES AND COVENANTS.  In addition to the continuing
representations, warranties and covenants heretofore made in the Loan Agreement
or otherwise and hereafter made by Borrower and Guarantors to Lender, whether
pursuant to the Financing Agreements or otherwise, and not in limitation
thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to
and in favor of Lender the following (which shall survive the execution and
delivery of this Agreement), the truth and accuracy of which, or compliance
with, to the extent such compliance does not violate the terms and provisions of
the Bankruptcy Code, being a continuing condition of the making of loans by
Lender:




4.1  This
Tenth Ratification Amendment has been duly authorized, executed and delivered by
Borrower and Guarantors and the agreements and obligations of Borrower and
Guarantors contained herein constitute legal, valid and binding obligations of
Borrower and Guarantors enforceable against Borrower and Guarantors in
accordance with their respective terms.




4.2   No
Default or Event of Default or act, condition or event which with notice or
passage of time or both would constitute an Event of Default exists or has
occurred as of the date of this Tenth Ratification Amendment.




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5.  CONDITIONS
PRECEDENT.  In addition to any other conditions contained
herein or in the Loan Agreement, as in effect immediately prior to the date
hereof, with respect to the Loans, Letter of Credit Accommodations and other
financial accommodations available to Borrower (all of which conditions, except
as modified or made pursuant to this Tenth Ratification Amendment shall remain
applicable to the Loans and be applicable to Letter of Credit Accommodations and
other financial accommodations available to Borrower), the following are
conditions to Lender’s obligation to extend further loans, advances or other
financial accommodations to Borrower pursuant to the Loan
Agreement:




5.1  Borrower
and Guarantors shall execute and/or deliver to Lender this Tenth Ratification
Amendment, and all other Financing Agreements that Lender may request to be
delivered in connection herewith, in form and substance satisfactory to
Lender;




5.2  No
trustee, examiner or receiver or the like shall have been appointed or
designated with respect to Borrower or any Guarantor, as debtor and
debtor-in-possession, or its business, properties and assets;




5.3  Borrower
and Guarantors shall execute and/or deliver to Lender all other Financing
Agreements, and other agreements, documents and instruments, in form and
substance satisfactory to Lender, which, in the good faith judgment of Lender
are necessary or appropriate and implement the terms of this Tenth Ratification
Amendment and the other Financing Agreements, as modified pursuant to this Tenth
Ratification Amendment, all of which contains provisions, representations,
warranties, covenants and Events of Default, as are reasonably satisfactory to
Lender and its counsel;




5.4  Each
of Borrower and Guarantors shall comply in full with the notice and other
requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy
Procedure, and the terms and conditions of the Final DIP Financing Order in a
manner acceptable to Lender and its counsel;




5.5  No
objection has been filed by any interested party to the terms and conditions of
this Tenth Ratification Amendment and Borrower and Guarantors are authorized, in
accordance with the terms of the Final DIP Financing Order, to execute, deliver,
comply with and fully be bound by this Tenth Ratification Amendment;
and




5.6  No
Default or Event of Default shall be continuing under any of the Financing
Agreements, as of the date hereof.




6.  MISCELLANEOUS.




6.1  Amendments and
Waivers.  Neither this Tenth Ratification Amendment nor any
other instrument or document referred to herein or therein may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought.




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6.2  Further
Assurances.  Each of Borrower and Guarantors shall, at its
expense, at any time or times duly execute and deliver, or shall cause to be
duly executed and delivered, such further agreements, instruments and documents,
and do or cause to be done such further acts as may be necessary or proper in
Lender’s opinion to evidence, perfect, maintain and enforce the security
interests of Lender, and the priority thereof, in the Collateral and to
otherwise effectuate the provisions or purposes of this Tenth Ratification
Amendment, any of the other Financing Agreements or the Financing
Order.




6.3  Headings.  The
headings used herein are for convenience only and do not constitute matters to
be considered in interpreting this Tenth Ratification Amendment.




6.4  Counterparts.  This
Tenth Ratification Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which shall together
constitute one and the same agreement.




6.5  Additional Events of
Default.  The parties hereto acknowledge, confirm and agree
that the failure of Borrower or any Guarantor to comply with any of the
covenants, conditions and agreements contained herein or in any other agreement,
document or instrument at any time executed by Borrower or any Guarantor in
connection herewith shall constitute an Event of Default under the Financing
Agreements.




6.6  Effectiveness.  This
Tenth Ratification Amendment shall become effective upon the execution hereof by
Lender.




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IN
WITNESS WHEREOF, the parties hereto have caused this Tenth Ratification
Amendment to be duly executed as of the day and year first above
written.





WACHOVIA BANK, NATIONAL
ASSOCIATION,


successor
by merger to Congress Financial Corporation





By:/s/Marc J.
Breire





Title:Managing
Director








CONGOLEUM
CORPORATION,


as Debtor and
Debtor-in-Possession





By:/s/ Howard
N. FeistIII





Title:CFO








CONGOLEUM SALES,
INC.,


as Debtor and
Debtor-in-Possession





By:/s/ Howard
N. FeistIII





Title:Vice
President








CONGOLEUM FISCAL,
INC.,


as Debtor and
Debtor-in-Possession





By:/s/ Howard
N. Feist III





Title:Vice
President


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