AMERICAN BILTRITE INC. K&M ASSOCIATES L.P. AMENDED & RESTATED CREDIT AGREEMENT Amendment No. 3
Exhibit
4 (4)
K&M
ASSOCIATES L.P.
AMENDED
& RESTATED CREDIT AGREEMENT
Amendment No.
3
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.
1. Credit Agreement;
Definitions. Reference is made to the Amended and Restated
Credit Agreement dated as of September 26, 2006 (as amended and in effect prior
to giving effect to this Agreement, the "Credit Agreement")
among the Company, K&M, the Canadian Borrower to Canadian Lenders and the
Domestic Lenders from time to time party thereto, Bank of America, as Domestic
Agent, and Bank of America Canada, as Canadian Agent. This Agreement
amends the Credit Agreement. Terms defined in the Credit Agreement as
amended hereby and not otherwise defined herein are used with the meaning so
defined.
2. Amendment of Credit
Agreement. Effective upon the date hereof Section 2.4.1 of the
Credit Agreement is hereby amended by deleting therefrom the limit of
"$1,000,000" and replacing it with "$1,500,000".
3. Representations and
Warranties. In order to induce the Lenders to enter into this
Agreement, each of the Borrowers jointly and severally represents and warrants
that, immediately after giving effect to this Agreement, no Default
exists.
4. General. The
Credit Agreement and all of the Credit Documents are each confirmed as being in
full force and effect. This Agreement, the Credit Agreement and the
other Credit Documents referred to herein or therein constitute the entire
understanding of the parties with respect to the subject matter hereof and
thereof and supersede all prior and current understandings and agreements,
whether written or oral. Each of this Agreement and the Credit
Agreement is a Credit Document and may be executed in any number of counterparts
(including by way of facsimile transmission), which together shall constitute
one instrument, and shall bind and inure to the benefit of the parties and their
respective successors and assigns, including as such successors and assigns all
holders of any Credit Obligation. This Agreement shall be governed by
and construed in accordance with the laws (other than the conflict of law rules)
of The Commonwealth of Massachusetts.
Each of
the undersigned has caused this Agreement to be executed and delivered by its
duly authorized officer as an agreement under seal as of the date first above
written.
By
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
III
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Vice President -
Finance
K&M
ASSOCIATES L.P.
By: AIMPAR,
INC., its General Partner
By
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
III
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Vice President
AMERICAN
BILTRITE (CANADA) LTD.
By
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Domestic
Lender:
BANK OF
AMERICA, NATIONAL ASSOCIATION
By
/s/ ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Title: Senior Vice
President
Bank of
America, N.A.
Massachusetts
Middle Market Division
▇▇▇
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▇▇▇▇▇▇,
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Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
Signature
Page to Amendment No. 2 to Credit Agreement
Canadian
Lender:
BANK OF
AMERICA, NATIONAL ASSOCIATION,
ACTING THROUGH ITS CANADA BRANCH0
ACTING THROUGH ITS CANADA BRANCH0
By
/s/ ▇▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇
Title: Vice President
Bank of
America, N.A., acting through its Canada branch
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇,
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▇▇▇ ▇▇▇
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Signature
Page to Amendment No. 2 to Credit Agreement