EXHIBIT 4.8
GUARANTOR JOINDER AGREEMENT
GUARANTOR JOINDER AGREEMENT, dated as of October 14, 2003, made by
ABTRE, INC., a Tennessee corporation, AIMPAR, INC., a New York corporation,
AMERICAN BILTRITE INTELLECTUAL PROPERTIES, INC., a Delaware corporation, IDEAL
TAPE CO., INC., a Delaware corporation, MAJESTIC JEWELRY, INC., a Delaware
corporation, OCEAN STATE JEWELRY, INC., a Rhode Island corporation, and 425
DEXTER ASSOCIATES, L.P., a Rhode Island limited partnership, (collectively,
the "New Guarantors"), in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
and the other Purchasers party to, and holders and Transferees of Notes issued
pursuant to, the Agreement referred to below (collectively, the "Holders").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed thereto in the Agreement referred to below.
WHEREAS, American Biltrite Inc., a Delaware corporation (the
"Company"), and certain Guarantors described therein on the one hand, and The
Prudential Insurance Company of America (and, if applicable, certain other
Holders), on the other hand, are parties to that certain Consent Letter, dated
as of August 1, 2003, and to that certain Note Purchase and Private Shelf
Agreement and Facility Guarantee, dated as of August 28, 2001, as amended by
Amendment Number 1, dated as of December 31, 2002, Amendment Number 2, dated
as of March 31, 2003, Amendment Number 3, dated as of June 30, 2003, and
Amendment Number 4, dated as of October 14, 2003 (herein called the
"Agreement");
WHEREAS, pursuant to paragraph 5L of the Agreement, the Company
covenants that at the time that any Subsidiary becomes a borrower or obligor
under the Bank Agreement, it will cause such Subsidiary to become
simultaneously a Guarantor by, inter alia, executing and delivering to the
Holders a Guarantor Joinder Agreement
WHEREAS, the New Guarantors are members of an affiliated group of
companies that includes the Company and the Guarantors under the Agreement;
the proceeds of the issue and sale of Notes under the Agreement will be used
in part to benefit the Company and the Guarantors (including the New
Guarantors) in the operation of their respective businesses; and the Company
and the Guarantors (including the New Guarantors) are engaged in related
businesses, and each of the Company and the Guarantors (including the New
Guarantors) will derive substantial direct and indirect benefits from the
issue and sale of Notes under the Agreement; and
WHEREAS, the New Guarantors have agreed to execute this Guarantor
Joinder Agreement to become parties to, and Guarantors under, the Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Note Agreement. By executing and delivering this Guarantor Joinder
Agreement (in addition to satisfying the other conditions precedent set
forth in paragraph 5L of the Agreement), the New Guarantors, as provided
in the Agreement, hereby become parties to the Agreement as Guarantors
thereunder with the same force and effect as if originally named therein
as Guarantors and, without limiting the generality of the foregoing,
hereby expressly assume all obligations and liabilities of a Guarantor
thereunder and under the Facility Guarantee. Each New Guarantor hereby
represents and warrants that each of the representations and warranties
of the Guarantors contained in paragraph 8 of the Agreement is true and
correct with respect to such New Guarantor on and as of the date hereof
(after giving effect to this Guarantor Joinder Agreement) as if made on
and as of such date.
2. GOVERNING LAW. THIS GUARANTOR JOINDER AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE
GOVERNED BY, THE INTERNAL LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, each of the undersigned has caused this Guarantor
Joinder Agreement to be duly executed and delivered to the Holders as of the
date first above written.
ABTRE, INC.
By: /s/ Xxxxxx X. Xxxxx III
------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
AIMPAR, INC.
By: /s/ Xxxxxx X. Xxxxx III
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
AMERICAN BILTRITE INTELLECTUAL
PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxx III
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
2
IDEAL TAPE CO., INC.
By: /s/ Xxxxxx X. Xxxxx III
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
MAJESTIC JEWELRY, INC.
By: /s/ Xxxxxx X. Xxxxx III
------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
OCEAN STATE JEWELRY, INC.
By: /s/ Xxxxxx X. Xxxxx III
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
425 DEXTER ASSOCIATES, L.P.
By: AIMPAR, INC., its General Partner
By: /s/ Xxxxxx X. Xxxxx III
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: VP
