Exhibit 10(45)


          AMENDMENT NO. 5 TO RATIFICATION AND AMENDMENT AGREEMENT AND
                 AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT


      AMENDMENT NO. 5 TO RATIFICATION AND AMENDMENT AGREEMENT AND AMENDMENT NO.
7 TO LOAN AND SECURITY AGREEMENT, dated as of September 27, 2006 (this "Fifth
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").

                                  WITNESSETH:

      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"), 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, and
Amendment No. 4 to Ratification Agreement and Amendment No. 6 to Loan and
Security Agreement, dated as of December 19, 2005, between Lender and Borrower,
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 has 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 has retained possession of its assets and is
authorized under the Bankruptcy Code to continue the operation of its businesses
as a debtor-in-possession;
<PAGE>

      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 Fifth Ratification Amendment, Lender, Borrower and
Guarantors desire and intend to evidence such amendments;

      WHEREAS, entry into this Fifth Ratification Amendment has been authorized
pursuant to Paragraph 12 of the Final Order (1) Authorizing Debtors' Use of Cash
Collateral, (2) Authorizing Debtors to Obtain Post-Petition Financing, (3)
Granting Senior Liens and Prior Administrative Expense Status Pursuant to 11
U.S.C. ss.ss.105 and 364(c), (4) Modifying the Automatic Stay Pursuant to 11
U.S.C. ss.362, and (5) Authorizing Debtors to Enter Into Agreements with
Congress Financial Corporation (the "Final DIP Financing Order"), which was
approved by the Bankruptcy Court on February 2, 2004, without further order of
the Bankruptcy Court because the amendments and modifications provided herein do
not constitute a "material change" as defined in the Final DIP Financing Order;

      WHEREAS, this Fifth 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; 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 Definitions. As used herein, the following terms
shall have the respective meanings given to them below and the Financing
Agreements shall be deemed and are hereby amended to include, in addition and
not in limitation, each of the following definitions:

                        (a) "Bank Product Provider" shall mean Lender or any
            Affiliate of Lender that provides any Bank Products to Borrower.

                        (b) "Bank Products" shall mean any one or more of the
            following types or services or facilities provided to Borrower by a
            Bank Product Provider: (a) credit cards or stored value cards or (b)
            cash management or related services, including (i) the automated
            clearinghouse transfer of funds for the account of Borrower pursuant
            to agreement or overdraft for any accounts of Borrower maintained at
            Lender or any Bank Product Provider that are subject to the control
            of Lender pursuant to any Deposit Account Control Agreement to which
            Lender or such Bank Product Provider is a party, as applicable, and
            (ii) controlled disbursement services and (c) Hedge Agreements if
            and to the extent permitted hereunder. Any of the foregoing shall
            only be included in the definition of the term "Bank Products" to
            the extent that the Bank Product Provider has been approved by
            Lender.


                                        2
<PAGE>

                        (c) "Bank Products Reserve" shall mean a Reserve in
            respect of obligations, liabilities or indebtedness (contingent or
            otherwise) of Borrower to Lender or any Bank Product Provider
            arising under or in connection with any Bank Products or as such
            Person may otherwise require in connection therewith to the extent
            that such obligations, liabilities or indebtedness constitute
            Obligations as such term is defined herein or otherwise receive the
            benefit of the security interest of Lender in any Collateral. The
            amount of the Bank Products Reserve shall at all times be equal to
            $800,000.

                        (d) "Fifth Ratification Amendment" shall mean this Fifth
            Ratification Amendment, as the same now exists or may hereafter be
            amended, modified, supplemented, extended, renewed, restated or
            replaced.

                        (e) "Hedge Agreement" shall mean an agreement between
            Borrower and Lender or any Bank Product Provider that is a swap
            agreement as such term is defined in 11 U.S.C. Section 101, and
            including any rate swap agreement, basis swap, forward rate
            agreement, commodity swap, interest rate option, forward foreign
            exchange agreement, spot foreign exchange agreement, rate cap
            agreement, floor agreement, rate collar agreement, currency swap
            agreement, cross-currency rate swap agreement, currency option, any
            other similar agreement (including any option to enter into any of
            the foregoing or a master agreement for any the foregoing together
            with all supplements thereto) for the purpose of protecting against
            or managing exposure to fluctuations in interest or exchange rates,
            currency valuations or commodity prices; sometimes being
            collectively referred to herein as "Hedge Agreements".

                        (f) "Secured Parties" shall mean, collectively, Lender
            and Bank Product Providers.

            1.2 Amendments to Definitions in Financing Agreements.

                        (a) All references to the term "Financing Agreements" in
            this Fifth 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 Fifth
            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 Fifth 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 Fifth 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


                                        3
<PAGE>

            2.1 Financing Agreements. Section 1.33 of the Loan Agreement is
deleted in its entirety and replaced with the following:

                  "1.33 'Financing Agreements' shall mean, collectively, this
            Agreement, the Fifth Ratification Amendment, all of the other
            Existing Financing Agreements, the Guarantor Documents and the
            Financing Order, together with all supplements, agreements, notes,
            documents, mortgages, deeds of trust, instruments and guarantees at
            any time executed or delivered in connection herewith or therewith
            or related hereto or thereto, as each of the same now exists or may
            hereafter be amended, modified, supplemented, extended, renewed,
            restated or replaced; provided, that, in no event shall the term
            Financing Agreements be deemed to include any Hedge Agreement."

            2.2 Obligations. Section 1.54 of the Loan Agreement is amended by
inserting "(a)" immediately after the words "shall mean' and by adding the
following at the end thereof:

                  "and (b) for purposes only of Section 5.1 hereof and subject
            to the priority in right of payment set forth in Section 6.4 hereof,
            all obligations, liabilities and indebtedness of every kind, nature
            and description owing by Borrower to Lender or any Bank Product
            Provider arising under or pursuant to any Bank Products, whether now
            existing or hereafter arising, provided, that, (i) as to any such
            obligations, liabilities and indebtedness arising under or pursuant
            to a Hedge Agreement, the same shall only be included within the
            Obligations if upon Lender's request, Lender shall have entered into
            an agreement, in form and substance satisfactory to Lender, with the
            Bank Product Provider that is a counterparty to such Hedge
            Agreement, as acknowledged and agreed to by Borrower, providing for
            the delivery to Lender by such counterparty of information with
            respect to the amount of such obligations and providing for the
            other rights of Lender and such Bank Product Provider in connection
            with such arrangements, (ii) any Bank Product Provider, other than
            Lender and its Affiliates, shall have delivered written notice to
            Lender that (A) such Bank Product Provider has entered into a
            transaction to provide Bank Products to Borrower and (B) the
            obligations arising pursuant to such Bank Products provided to
            Borrower constitute Obligations entitled to the benefits of the
            security interest of Lender granted hereunder, and Lender shall have
            accepted such notice in writing and (iii) in no event shall any Bank
            Product Provider acting in such capacity to whom such obligations,
            liabilities or indebtedness are owing be deemed a Lender for
            purposes hereof to the extent of and as to such obligations,
            liabilities or indebtedness."

            2.3 Reserves. Section 1.64 of the Loan Agreement is deleted in its
entirety and replaced with the following:

                  "l.64 'Reserves' shall mean as of any date of determination,
            such amounts as Lender may from time to time establish and revise in
            good faith reducing the amount of Revolving Loans and Letter of
            Credit Accommodations which would otherwise be available to Borrower
            under the lending formula(s) provided for herein: (a) to reflect
            events, conditions, contingencies or risks


                                        4
<PAGE>

            which, as determined by Lender in good faith, adversely affect, or
            would have a reasonable likelihood of adversely affecting, either
            (i) the Collateral or any other property which is security for the
            Obligations or its value, (ii) the assets, business or prospects of
            Borrower or any Obligor or (iii) the security interests and other
            rights of Lender in the Collateral (including the enforceability,
            perfection and priority thereof) or (b) to reflect Lender's good
            faith belief that any collateral report or financial information
            furnished by or on behalf of Borrower or any Obligor to Lender is or
            may have been incomplete, inaccurate or misleading in any material
            respect or (c) to reflect outstanding Letter of Credit
            Accommodations as provided in Section 2.2 hereof or (d) in respect
            of any state of facts which Lender determines in good faith
            constitutes a Default or an Event of Default. The term "Reserves" as
            used herein, shall include, in addition and not in limitation, the
            Dilution Reserve and the Bank Products Reserve. To the extent Lender
            may revise the lending formulas used to determine the Borrowing Base
            or establish new criteria or revise existing criteria for Eligible
            Accounts or Eligible Inventory so as to address any circumstances,
            condition, event or contingency in a manner satisfactory to Lender,
            Lender shall not establish a Reserve for the same purpose. The
            amount of any Reserve established by Lender shall have a reasonable
            relationship to the event, condition or other matter which is the
            basis for such reserve as determined by Lender in good faith.
            Without limiting the generality of the foregoing, the Revolving
            Loans and Letter of Credit Accommodations otherwise available to
            Borrower shall be subject to a special reserve, in an amount equal
            to all claims for all outstanding and unpaid administrative expenses
            or other claims which are or may be senior or pari passu to Lender's
            liens in the property of Borrower or Lender's super priority claims
            pursuant to the Financing Order, including, but not limited to (i)
            the fees and expenses of the Clerk of the Bankruptcy Court, (ii) the
            fees of the United States Trustee as provided in the Financing Order
            and (iii) the Professional Fee Carve Out (as such term is defined in
            the Interim Financing Order)."

            2.4 Grant of Security Interest. The lead-in to Section 5.1 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:

                  "To secure payment and performance of all Obligations,
            Borrower hereby grants to Lender, for itself and the benefit of
            Secured Parties, a continuing security interest in, a lien upon, and
            a right of set off against, and hereby assigns to Lender, for itself
            and the benefit of Secured Parties, as security, all of the
            following property of Borrower (together with all other collateral
            security for the Obligations at any time granted to or held or
            acquired by Lender, collectively, the "Collateral"):"

            2.5 Payments. Section 6.4(a) of the Loan Agreement is hereby deleted
in its entirety and replaced with the following:

                  "(a) All Obligations shall be payable to the Lender Payment
            Account as provided in Section 6.3 or such other place as Lender may
            designate from time to time. Lender shall apply payments received or
            collected from Borrower or for the


                                        5
<PAGE>

            account of Borrower (including the monetary proceeds of collections
            or of realization upon any Collateral) as follows: first, to pay any
            fees, indemnities or expense reimbursements then due to Lender from
            Borrower; second, to pay interest due in respect of any Revolving
            Loans; third, to pay principal due in respect of the Revolving Loans
            and to pay Obligations then due arising under or pursuant to any
            Hedge Agreements of Borrower with Lender or a Bank Product Provider
            (up to the amount of any then effective Reserve established in
            respect of such Obligations, including, but not limited to the Bank
            Products Reserve), on a pro rata basis; fourth, to pay or prepay any
            other Obligations whether or not then due, in such order and manner
            as Lender determines (but not including for this purpose any
            Obligations arising under or pursuant to any Bank Products); and
            fifth, to pay or prepay any Obligations arising under or pursuant to
            any Bank Products (other than to the extent provided for above) on a
            pro rata basis. Notwithstanding anything to the contrary contained
            in this Agreement, (i) unless so directed by Borrower, or unless a
            Default or an Event of Default shall exist or have occurred and be
            continuing, Lender shall not apply any payments which it receives to
            any Eurodollar Rate Loans, except (A) on the expiration date of the
            Interest Period applicable to any such Eurodollar Rate Loans, or (B)
            in the event that there are no outstanding Prime Rate Loans and (ii)
            to the extent Borrower uses any proceeds of the Revolving Loans or
            Letter of Credit Accommodations to acquire rights in or the use of
            any Collateral or to repay any Indebtedness used to acquire rights
            in or the use of any Collateral, payments in respect of the
            obligations shall be deemed applied first to the Obligations arising
            from Revolving Loans and Letter of Credit Accommodations that were
            not used for such purposes and second to the Obligations arising
            from Revolving Loans and Letter of Credit Accommodations the
            proceeds of which were used to acquire rights in or the use of any
            Collateral in the chronological order in which Borrower acquired
            such rights or use."

            2.6 Bank Products. Section 6 of the Loan Agreement is hereby
amended so that the following Section 6.7 is added at the end thereof:

                  "6.7 Bank Products. Borrower or its Subsidiaries may (but no
            such Person is required to) request that the Bank Product Providers
            provide or arrange for such Person to obtain Bank Products from Bank
            Product Providers, and each Bank Product Provider may, in its sole
            discretion, provide or arrange for such Person to obtain the
            requested Bank Products. Borrower or any of its Subsidiaries that
            obtains Bank Products shall indemnify and hold Lender and its
            Affiliates harmless from any and all obligations now or hereafter
            owing to any other Person by any Bank Product Provider in connection
            with any Bank Products other than for gross negligence or willful
            misconduct on the part of any such indemnified Person. This Section
            6.7 shall survive the payment of the Obligations and the termination
            of this Agreement. Borrower and its Subsidiaries acknowledge and
            agree that the obtaining of Bank Products from Bank Product
            Providers (a) is in the sole discretion of such Bank Product
            Provider, and (b) is subject to all rules and regulations of such
            Bank Product Provider."


                                        6
<PAGE>

            2.7 Encumbrances. Clause (a) of Section 9.8 of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:

                  "(a) the security interests and liens of Lender for itself and
            the benefit of Secured Parties;"

            2.8 Guarantees. Clause (c) of Section 9.9 of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:

                  "(c) guarantees by any Subsidiaries of Borrower of the
            Obligations in favor of Lender for itself and the benefit of Secured
            Parties;"

            2.9 Hedge Agreements. Clause (d) of Section 9.9 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:

                  "(d) Indebtedness of Borrower entered into in the ordinary
            course of business pursuant to a Hedge Agreement; provided, that,
            (i) such arrangements are with a Bank Product Provider, (ii) such
            arrangements are not for speculative purposes, and (iii) such
            Indebtedness shall be unsecured, except to the extent such
            Indebtedness constitutes part of the Obligations arising under or
            pursuant to Hedge Agreements with a Bank Product Provider that are
            secured under the terms hereof;"

            2.10 Minimum Excess Availability. Section 9.18 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:

                  "9.18 Minimum Excess Availability. The Excess Availability of
            Borrower shall, at all times be equal to or greater than
            $4,200,000."

            2.11 Amendments and Waivers. Section 11.3 of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:

                  "11.3 Amendments and Waivers. Neither this Agreement nor any
            provision hereof shall be amended, modified, waived or discharged
            orally or by course of conduct, but only by a written agreement
            signed by an authorized officer of Lender, and as to amendments, as
            also signed by an authorized officer of Borrower. Lender shall not,
            by any act, delay, omission or otherwise be deemed to have expressly
            or impliedly waived any of its rights, powers and/or remedies unless
            such waiver shall be in writing and signed by an authorized officer
            of Lender. Any such waiver shall be enforceable only to the extent
            specifically set forth therein. A waiver by Lender of any right,
            power and/or remedy on any one occasion shall not be construed as a
            bar to or waiver of any such right, power and/or remedy which Lender
            would otherwise have on any future occasion, whether similar in kind
            or otherwise. The consent of Lender and a Bank Product Provider that
            is providing Bank Products and has outstanding any such Bank
            Products at such time that are secured hereunder shall be required
            for any amendment to the priority of payment of Obligations arising
            under or


                                        7
<PAGE>

            pursuant to any Hedge Agreements of Borrower or other Bank Products
            as set forth in Section 6.4(a) hereof."

            2.12 Term. Section 12.1(a) of the Loan Agreement is hereby deleted
in its entirety and replaced with the following:

                  "(a) 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 on
            December 31, 2006 (the "Termination Date"). In addition, Borrower
            may terminate this Agreement at any time upon ten (10) days prior
            written notice to Lender (which notice shall be irrevocable) and
            Lender may terminate this Agreement at any time after an Event of
            Default and during the continuance thereof upon five (5) days prior
            written notice to Borrower. Upon the effective date of termination
            or non-renewal of this Agreement, Borrower shall pay to Lender, in
            full, all outstanding and unpaid Obligations and shall furnish cash
            collateral to Lender (or at Lender's option, a letter of credit
            issued for the account of Borrower and at Borrower's expense, in
            form and substance satisfactory to Lender, by an issuer acceptable
            to Lender and payable to Lender as beneficiary) in such amounts as
            Lender determines are reasonably necessary to secure (or reimburse)
            Lender from loss, cost, damage or expense, including reasonable
            attorneys' fees and legal expenses, in connection with any
            contingent Obligations, including issued and outstanding Letter of
            Credit Accommodations and checks or other payments provisionally
            credited to the Obligations and/or as to which Lender has not yet
            received final and indefeasible payment and for any of the
            Obligations arising under or in connection with any Bank Products in
            such amounts as the Bank Product Provider providing such Bank
            Products may require (unless such Obligations arising under or in
            connection with any Bank Products are paid in full in cash and
            terminated in a manner satisfactory to such Bank Product Provider).
            Such payments in respect of the Obligations and cash collateral
            shall be remitted by wire transfer in Federal funds to such bank
            account of Lender, as Lender may, in its discretion, designate in
            writing to Borrower for such purpose. Interest shall be due until
            and including the next business day, if the amounts so paid by
            Borrower to the bank account designated by Lender are received in
            such bank account later than 12:00 noon, New York time."


                                        8
<PAGE>

            3. 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:

            3.1 This Fifth 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.

            3.2 No 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 Fifth Ratification Amendment.

            4. 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 Fifth 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:

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

            4.2 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;

            4.3 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 Fifth
Ratification Amendment and the other Financing Agreements, as modified pursuant
to this Fifth Ratification Amendment, all of which contains provisions,
representations, warranties, covenants and Events of Default, as are reasonably
satisfactory to Lender and its counsel;

            4.4 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,


                                       9
<PAGE>

and the terms and conditions of the Final DIP Financing Order in a manner
acceptable to Lender and its counsel;

            4.5 No party entitled to received a copy of this Fifth Ratification
Amendment pursuant to the terms of the Final DIP Financing Order has filed an
objection or other pleading in opposition to Borrower and Guarantors entry into,
compliance with, and performance in accordance with the terms and conditions of
this Fifth Ratification Amendment.

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

            5. MISCELLANEOUS.

            5.1 Amendments and Waivers. Neither this Fifth 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.

            5.2 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 Fifth Ratification
Amendment, any of the other Financing Agreements or the Financing Order.

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

            5.4 Counterparts. This Fifth 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.

            5.5 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.

            5.6 Effectiveness. This Fifth Ratification Amendment shall become
effective upon the execution hereof by Lender.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Fifth 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/ Dionne S. Rice
                              ---------------------------------

                          Title: Vice President
                                 ------------------------------

                          CONGOLEUM CORPORATION,
                          as Debtor and Debtor-in-Possession

                          By: /s/ Howard N. Feist III
                              ---------------------------------

                          Title: CFO
                                 ------------------------------

                          CONGOLEUM SALES, INC.,
                          as Debtor and Debtor-in-Possession

                          By: /s/ Howard N. Feist III
                              ---------------------------------

                          Title: VP
                                 ------------------------------

                          CONGOLEUM FISCAL, INC.,
                          as Debtor and Debtor-in-Possession

                          By: /s/ Howard N. Feist III
                              ---------------------------------

                          Title: VP
                                 ------------------------------