Exhibit 4.2
AMERICAN BILTRITE INC.
K&M ASSOCIATES L.P.
AMENDED & RESTATED CREDIT AGREEMENT
Amendment No. 1
This Agreement, dated as of November 7, 2006 (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.
RECITALS
WHEREAS, the parties hereto entered into the Amended and Restated Credit
Agreement dated as of September 25, 2006 (as in effect prior to giving effect to
this Agreement, the "Credit Agreement"); and
WHEREAS, the parties wish to implement certain changes to the definition
of Borrowing Base;
NOW THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto agree as follows:
The parties agree as follows:
1. Credit Agreement; Definitions. This Agreement amends the Credit
Agreement. Terms defined in the Credit Agreement as amended hereby (the "Credit
Agreement") and not otherwise defined herein are used with the meaning so
defined.
2. Amendment of Credit Agreement. Effective upon the date hereof, the
Credit Agreement is amended as follows:
2.1. Section 1.2. The definition of "Borrowing Base" in Section 1.2
of the Credit Agreement is deleted in its entirety and replaced with the
following:
"'Borrowing Base' means, on any date, the sum of the
following, but only with respect to the Company, the Tape
Subsidiaries and K&M:
(a) 70% of Eligible Accounts Receivable,
plus (b) 35% of Eligible Inventory,
plus (c) 20% of Eligible Fixed Assets,
minus (d) the aggregate outstanding amount under the Term Loan.
provided, however, that the Borrowing Base shall be reduced to $1.00
during any period when the Company has failed to furnish the computation of the
Borrowing Base required by Section 6.4.3, commencing seven days following notice
to the Borrower of its failure to furnish the computation."
3. Representations and Warranties. In order to induce the Agent 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.
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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.
AMERICAN BILTRITE INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Vice President-Finance
K&M ASSOCIATES L.P.
By: AIMPAR, INC., its General Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
Title: Vice President
AMERICAN BILTRITE (CANADA) LTD.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Domestic Lender:
BANK OF AMERICA, NATIONAL ASSOCIATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Bank of America, N.A.
Massachusetts Middle Market Division
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Signature Page to Amendment No. 1 to Credit Agreement
Canadian Lender:
BANK OF AMERICA, NATIONAL ASSOCIATION,
ACTING THROUGH ITS CANADA BRANCH
By /s/ ▇▇▇▇▇▇ Sales ▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ Sales ▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
Bank of America, N.A., acting through its Canada branch
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Signature Page to Amendment No. 1 to Credit Agreement
