ex4-19.htm


    Exhibit
4 (19)

    


    EXECUTION
COPY

    


    INSTRUMENT
OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of December 14, 2005 (this
"Instrument"), among CONGOLEUM CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware, having its principal office at
3705 Quakerbridge Road, Mercerville, New Jersey 08619 (the "Issuer"), WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association duly organized and
existing under the laws of the United States, having its corporate trust office
at 401 South Tryon Street, 12th Floor, Charlotte, North Carolina 28288, as
resigning Trustee (the "Resigning Trustee"), and HSBC BANK USA, NATIONAL
ASSOCIATION, a national banking association duly organized and existing under
the laws of the United States, having its corporate trust office at 452 Fifth
Avenue, New York, New York 10018, as successor Trustee (the "Successor
Trustee").

    


    RECITALS

    


    WHEREAS,
there are presently outstanding under an Indenture, dated as of August 3, 1998,
as supplemented by the First Supplemental Indenture, dated as of March 28, 2003,
and as further supplemented by a Second Supplemental Indenture, dated as of
August 3, 2003 between the Issuer and the Resigning Trustee (the
"Indenture"),

    


    (i)
$100,000,000 in aggregate principal amount of the Issuer's 8 5/8% Senior Notes
due 2008(the Notes"), issued pursuant to the Indenture.

    


    WHEREAS,
the Resigning Trustee wishes to resign as Trustee, Registrar and Paying Agent
(the "Agent") under the Indenture; the Issuer wishes to appoint the Successor
Trustee to succeed the Resigning Trustee as Trustee, Registrar and Paying Agent
under the Indenture; and the Successor Trustee wishes to accept appointment as
Trustee, Registrar,and Paying Agent under the Indenture.

    


    NOW,
THEREFORE, in consideration of the mutual covenants and promises herein, the
receipt and sufficiency of which are hereby acknowledged, the Issuer, the
Resigning Trustee and the Successor Trustee agree as follows:

    


    ARTICLE
ONE

    THE
RESIGNING TRUSTEE

    


    Section
101. Pursuant to Section 6.10 of the Indenture, the Resigning Trustee hereby
notifies the Issuer that the Resigning Trustee is hereby resigning as Trustee
under the Indenture.

    


    Section
102. The Resigning Trustee hereby represents and warrants to the Successor
Trustee that:

    


    
      	
               
      

            	
              (a)

            	
              No
      covenant or condition contained in the Indenture has been waived by the
      Resigning Trustee.

            


    

    


    
      	
               
      

            	
              (b)

            	
              There
      is no action, suit or proceeding pending or, to the best of the knowledge
      of the Responsible Officers of the Resigning Trustee assigned to its
      corporate trust department, threatened against the Resigning Trustee
      before any court or governmental authority arising out of any action or
      omission by the Resigning Trustee as Trustee under the
      Indenture.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              This
      Instrument has been duly authorized, executed and delivered on behalf of
      the Resigning Trustee.

            


    

    


    
      	
               
      

            	
              (d)

            	
              $100,000,000.00
      in aggregate principal amount of the Notes are
  outstanding.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Interest
      on the Notes has been paid through August 1,
  2003.

            


    

    


    Section
103. The Resigning Trustee hereby assigns, transfers, delivers and confirms to
the Successor Trustee all right, title and interest of the Resigning Trustee in
and to the trust under the Indenture, all the rights, powers and trusts of the
Resigning Trustee under the Indenture and all property and money held or to be
held under the Indenture, with like effect as if the Successor Trustee was
originally named as Trustee under the Indenture. The Resigning Trustee shall
execute and deliver such further instruments and shall do such other things as
the Successor Trustee may reasonably require so as to more fully and certainly
vest and confirm in the Successor Trustee all the rights, powers and trusts
hereby assigned, transferred, delivered and confirmed to the Successor
Trustee.

    


    Section
104. The Resigning Trustee hereby resigns as Security Registrar, Agent and
Paying Agent under the Indenture.

    


    Section
105. The Resigning Trustee shall deliver to the Successor Trustee, as of or
immediately after the effective date hereof, all property held by it as Trustee
under the Indenture and all of the documents listed on Exhibit A
hereto.

    


    ARTICLE
TWO

    THE
ISSUER

    


    Section
201. The Issuer hereby certifies that Exhibit B annexed hereto is a copy of the
resolutions which were duly adopted by the Board of Directors of the Issuer,
which are in full force and effect on the date hereof, and which authorize
certain officers of the Issuer to: (a) accept the Resigning Trustee's
resignation as Trustee, Security Registrar, Agent and Paying Agent under the
Indenture; (b) appoint the Successor Trustee as Trustee, Security Registrar,
Agent and Paying Agent under the Indenture; and (c) execute and deliver such
agreements and other instruments as may be necessary to effectuate the
succession of the Successor Trustee as Trustee, Security Registrar, Agent and
Paying Agent under the Indenture.

    


    Section
202. The Issuer hereby accepts the resignation of the Resigning Trustee as
Trustee, Registrar and Paying Agent under the Indenture. Pursuant to Section
6.10 of the Indenture, the Issuer hereby appoints the Successor Trustee as
Trustee under the Indenture and confirms to the Successor Trustee all the
rights, powers and trusts of the Resigning Trustee under the Indenture and with
respect to all property and money held or to be held under the Indenture, with
like effect as if the Successor Trustee was originally named as Trustee under
the Indenture. The Issuer shall execute and deliver such agreements and other
instruments as may be necessary to effectuate the succession of the Successor
Trustee as Trustee, Registrar and Paying Agent under the Indenture.

    



    
      
         


      

      
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    Section
203. The Issuer hereby represents and warrants to the Successor Trustee and the
Resigning Trustee that:

    


    
      	
               
      

            	
              (a)

            	
              The
      Indenture has not been amended or modified except as set forth
      herein.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Issuer is a corporation duly incorporated and validly existing under the
      laws of the State of Delaware.

            


    

    


    
      	
               
      

            	
              (d)

            	
              No
      event has occurred and is continuing which is, or after notice or lapse of
      time would become, an Event of Default under the Indenture other than the
      Issuer commencing a voluntary Chapter 11 Bankruptcy filing and failing to
      pay interest due since February 1,
2004.

            


    

    


    
      	
               
      

            	
              (e)

            	
              No
      covenant or condition contained in the Indenture has been waived by the
      Holders of a majority in aggregate principal amount of the Notes required
      to effect any such waiver.

            


    

    


    
      	
               
      

            	
              (f)

            	
              This
      Instrument has been duly authorized, executed and delivered on behalf of
      the Issuer.

            


    

    


    Section
204. The Issuer hereby appoints the Successor Trustee as Security Registrar,
Agent and Paying Agent under the Indenture.

    


    ARTICLE
THREE

    THE
SUCCESSOR TRUSTEE

    


    Section
301. The Successor Trustee hereby represents and warrants to the Resigning
Trustee and the Issuer that:

    


    
      	
               
      

            	
              (a)

            	
              The
      Successor Trustee is eligible under the provisions of Section 6.9 of the
      Indenture to act as Trustee under the
Indenture.

            


    

    


    
      	
               
      

            	
              (b)

            	
              This
      Instrument has been duly authorized, executed and delivered on behalf of
      the Successor Trustee.

            


    

    


    Section
302. Pursuant to Section 6.11 of the Indenture, the Successor Trustee hereby
accepts its appointment as Trustee under the Indenture and shall hereby be
vested with all the rights, powers and trusts of the Resigning Trustee under the
Indenture and with respect to all property and money held or to be held under
the Indenture, with like effect as if the Successor Trustee was originally named
as Trustee under the Indenture

    


    Section
303. The Successor Trustee hereby accepts its appointment as Registrar and
Paying Agent under the Indenture.

    



    
      
         


      

      
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    Section
304. Promptly after the execution and delivery of this Instrument, the Successor
Trustee, on behalf of the Issuer, shall cause a notice, the form of which is
annexed hereto marked Exhibit C, to be sent to each Holder of the Notes in
accordance with Section 6.11of the Indenture.

    


    ARTICLE
FOUR

    MISCELLANEOUS

    


    Section
401. Except as otherwise expressly provided or unless the context otherwise
requires, all capitalized terms used herein which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

    


    Section
402. The resignation of the Resigning Trustee as Registrar and Paying Agent
under the Indenture, and the appointment of the Successor Trustee in such
capacities, shall each be effective upon the entering by the Court of an order
so confirming such resignation and appointment.

    


    Section
403. Notwithstanding the resignation of the Resigning Trustee effected hereby,
the Resigning Trustee shall be entitled to compensation, reimbursement and
indemnification to the extent provided under Section 6.6 of the Indenture in
connection with its prior trusteeship under the Indenture. The Successor Trustee
shall also be entitled to compensation, reimbursement and indemnification as set
forth in Section 6.6 of the Indenture, which rights and obligations shall
survive the execution hereof.

    


    Section
404. This Instrument shall be governed by and construed in accordance with the
laws of the jurisdiction which govern the Indenture and its
construction.

    


    Section
405. This Instrument may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

    


    Section
406. All notices, whether faxed or mailed, will be deemed received when sent
pursuant to the following instructions:

    


    TO
THE RESIGNING TRUSTEE:

    


    Ms.
Staci Marino

    Vice
President

    Wachovia
Bank, National Association Corporate

    Trust
Advisory Services

    NC
1179

    401
South Tryon Street, 12th Floor

    Charlotte,
North Carolina 28288-1179

    Fax:
(704) 374-6682

    Tel.:
(704) 715-2419

    



    
      
         


      

      
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    TO
THE SUCCESSOR TRUSTEE:

    


    Mr.
Robert Conrad

    Vice
President

    


    Mailing
Address:

    Corporate
Trust and Loan Agency

    HSBC
Bank USA, National Association

    452
Fifth Avenue

    New
York, New York 10018

    


    Courier
Deliveries:

    Corporate
Trust and Loan Agency

    HSBC
Bank USA, National Association

    10
East 40th Street, 14th Floor

    New
York, New York 10016

    


    Fax:
(212) 525-1366

    Tel.:
(212) 525-1314

    


    TO
THE ISSUER:

    


    Congoleum
Corporation

    3705
Quakerbridge Road

    Mercerville,
New Jersey 08619

    


    Attn:
Chief Financial Officer

    


    Fax:
(609) 584-3555

    


    [Remainder
of Page Intentionally Left Blank]

    



    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation,
Appointment and Acceptance to be duly executed as of the day and year first
above written.

    


    CONGOLEUM
CORPORATION

    


    By:       /s/ Howard N. Feist    

    Name: Howard N. Feist

    Title: Chief Financial
Officer

    


    


    WACHOVIA
BANK, NATIONAL ASSOCIATION,

    as
Resigning Trustee

    


    By:       /s/ Charles S. Hodges    

    Name: Charles S. Hodges

    Title: Vice President

    


    


    HSBC
BANK USA, NATIONAL ASSOCIATION,

    as
Successor Trustee

    


    By:       /s/ Robert A. Conrad    

    Name: Robert A. Conrad

    Title: Vice President

    



    
      
         


      

      
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    EXHIBIT
A

    


    Documents
to be delivered to the Successor Trustee by the Resigning Trustee

    


    
      	
              1.

            	
              Executed
      copy of the Indenture.

            


    

    


    
      	
              2.

            	
              File
      of closing documents.

            


    

    


    
      	
              3.

            	
              Copy
      of the most recent of each of the SEC reports delivered by the Issuer
      pursuant to the Indenture.

            


    

    


    
      	
              4.

            	
              Copies
      of the most recent Compliance Certificate delivered pursuant to the
      Indenture.

            


    

    


    
      	
              5.

            	
              Copies
      of any official notices sent by the Trustee to all the Holders of the
      Notes pursuant to the terms of the Indenture during the past twelve months
      and a copy of the most recent Trustee's Annual Report to Holders, if
      any.

            


    

    


    
      	
              6.

            	
              Certified
      List of Holders as of the date of this Instrument, certificate detail and
      all "stop transfers" and the reason for such "stop transfers" (or,
      alternatively, if there are a substantial number of registered Holders,
      the computer tape reflecting the identity, address, tax identification
      number and detailed holdings of each such
  Holder).

            


    

    


    
      	
              7.

            	
              Notes
      debt service records.

            


    

    


    
      	
              8.

            	
              Trust
      account statements for a one-year period preceding the date of this
      Instrument.

            


    

    


    
      	
              9.

            	
              All
      unissued Notes inventory or DTC FAST held global
    certificates.

            


    

    


    
      	
              10.

            	
              Such
      other documents as the Successor Trustee may reasonably require in
      connection with its appointment.

            


    

    



    
      
         


      

      
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    EXHIBIT
B

    


    CERTIFIED
COPY OF RESOLUTIONS

    


    OF
THE BOARD OF DIRECTORS OF

    


    CONGOLEUM
CORPORATION

    


    The
undersigned, Howard N. Feist, hereby certifies that he/she is the duly
appointed, qualified and acting Secretary of Congoleum Corporation, a
corporation duly organized and validly existing under the laws of the State of
Delaware (the "Company"), and further certifies that the following is a true and
correct copy of certain resolutions duly adopted by the Board of Directors of
said Company on December 12, 2005 and that said resolutions have not been
amended, modified or rescinded:

    


    "RESOLVED,
that the Company appoint HSBC Bank USA, National Association (the "Successor
Trustee") as successor Trustee, Security Registrar the office or agency where
notices and demands to or upon the Company in respect of the Securities (as
defined below) and of the Indenture (as defined below) may be served (the
"Agent") and Paying Agent under the Indenture, dated as of August 3, 1998, as
amended (as so amended, the "Indenture"), between the Company and Wachovia Bank,
National Association (the "Resigning Trustee"), as Trustee, pursuant to which
the Company issued $100,000,000 in aggregate principal amount of its 8.625%
Senior Notes due 2008 (together, the "Securities"); and that the Company accept
the resignation of the Resigning Trustee as Trustee, Security Registrar, Agent
and Paying Agent under the Indenture, such resignation to be effective upon the
execution and delivery by the Successor Trustee to the Company of an instrument
or instruments accepting such appointment as successor Trustee, Security
Registrar, Agent and Paying Agent under the Indenture; and it is
further

    


    RESOLVED,
any officer of the Company be, and each of them hereby is, authorized, empowered
and directed to execute and deliver in the name and on behalf of the Company an
instrument or instruments appointing the Successor Trustee as the successor
Trustee, Security Registrar, Agent and Paying Agent; and it is
further

    


    RESOLVED,
that the proper officers of the Company are hereby authorized, empowered and
directed to do or cause to be done all such acts or things, and to execute and
deliver, or cause to be executed or delivered, any and all such other
agreements, amendments, instruments, certificates, documents or papers
(including, without limitation, any and all notices and certificates required or
permitted to be given or made on behalf of the Company to the Successor Trustee
or to the Resigning Trustee), under the terms of any of the executed instruments
in connection with the

    



    
      
         


      

      
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    resignation
of the Resigning Trustee, and the appointment of the Successor Trustee, in the
name and on behalf of the Company as any of such officers, in his/her
discretion, may deem necessary or advisable to effectuate or carry out the
purposes and intent of the foregoing resolutions; and to exercise any of the
Company's obligations under the instruments and agreements executed on behalf of
the Company in connection with the resignation of the Resigning Trustee and the
appointment of the Successor Trustee."

    


    IN
WITNESS WHEREOF, I have hereunto set my hand as Secretary and have affixed the
seal of the Company this 14th day of December, 2005.

    


    By:       /s/ Howard N. Feist    

    Name:  Howard N.
Feist

    Title: Secretary

    


    [SEAL]

    



    
      
         


      

      
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    EXHIBIT
C

    


    Notice
to Holders of Congoleum Corporation (the "Issuer") 8.625% Senior Notes due 2008
(the "Notes"):

    


    We
hereby notify you of the resignation of Wachovia Bank, National Association as
Trustee under the Indenture, dated as of August 3, 1998, as amended (as amended,
the "Indenture"), pursuant to which your Notes were issued and are
outstanding.

    


    The
Issuer has appointed HSBC Bank USA, National Association, whose corporate trust
office is located at 452 Fifth Avenue, New York, New York 10018, Attention:
Corporate Trust and Loan Agency (courier deliveries: 10 East 40th Street, 14th
Floor, New York, New York 10016), as successor Trustee under the Indenture,
which appointment has been accepted and has become effective.

    


    HSBC
BANK USA, NATIONAL ASSOCIATION, 
Successor Trustee

    


    Date:  December
12, 2005

    



    
      
         


      

      
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