Exhibit
10.11.11     AMENDMENT
NO. 8 TO RATIFICATION AND AMENDMENT AGREEMENT AND
 AMENDMENT NO. 10 TO LOAN AND
SECURITY AGREEMENT
  AMENDMENT
NO. 8 TO RATIFICATION AND AMENDMENT AGREEMENT AND
AMENDMENT NO. 10 TO LOAN AND SECURITY AGREEMENT, dated as of December 11, 2007
(this “Eighth 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, and Amendment No. 7 to Ratification
Agreement and Amendment No. 9 to Loan and Security Agreement dated as of June
12, 2007 between Lender and Borrowers, as acknowledged by Guarantors, permitting
debtor 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 Eighth Ratification Amendment, Lender, Borrower and Guarantors desire
and intend to evidence such amendments;
  WHEREAS,
this Eighth 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 Eighth Ratification
Amendment and Borrower and Guarantors are authorized to execute and deliver this
Eighth 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.  “Eighth Ratification Amendment” shall mean this
Eighth Ratification Amendment, as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or
replaced.
  1.2  Amendments to Definitions in
Financing Agreements.
  (a)  All references to the term
“Financing Agreements” in this Eighth
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 Eighth Ratification Amendment, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.
   2
  (b)  All
references to the term “Ratification Agreement” in this Eighth 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 Eighth 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 2007 and 2008 of Borrower and its Subsidiaries (each, a “Test Period”),
permit EBITDA of Borrower and its Subsidiarieson a rolling four (4) quarter
basis 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:
 
 Test
      Period
              Minimum
      EBITDAFor the four (4) quarters ending
      December 31, 2007
              $20,000,000For the four (4) quarters ending
      March 31, 2008
              $20,000,000For the four (4) quarters ending
      June 30, 2008
              $20,000,000
 
 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,
2008and (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”).”
 
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  (b)  Section
12.1(c)(iii) of the Loan Agreement is hereby amended by deleting the reference
to “December 31, 2007” and replacing it with “June 30, 2008”.
  3.  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 Eighth Ratification Amendment, Borrower shall pay Lender
an amendment fee in the amount of $100,000 (the “Amendment Fee”), which fee
shall be fully earned as of and payable on the date hereof and 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
Eighth 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 Eighth Ratification Amendment.
  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 Eighth 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 Eighth Ratification
Amendment, and all other Financing Agreements that Lender may request to be
delivered in connection herewith, in form and substance satisfactory to
Lender;
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  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;
  5.4  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 Eighth 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 Eighth 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 Eighth 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.
  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 Eighth 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 Eighth Ratification Amendment.
  6.4  Counterparts.  This
Eighth 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.
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  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.
  Effectiveness
  IN
WITNESS WHEREOF, the parties hereto have caused this Eighth 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/ Herbert C.
Korn
 Title:
Director
 
 
 CONGOLEUM
CORPORATION,
 as Debtor and
Debtor-in-Possession
 
 By:/s/ Howard N. Feist
III
 Title:Chief Financial
Office
 
 
 CONGOLEUM SALES,
INC.,
 as Debtor and
Debtor-in-Possession
 
 By:/s/ Howard N. Feist
III
 Title:Chief Financial
Office
 
 
 CONGOLEUM FISCAL,
INC.,
 as Debtor and
Debtor-in-Possession
 
 By:/s/ Howard N. Feist
III
 Title:Chief Financial
Office
 
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