Exhibit
4.1






AMERICAN
BILTRITE INC.


K&M
ASSOCIATES L.P.




AMENDED
& RESTATED CREDIT AGREEMENT




Amendment No.
5




This
Agreement, dated as of June 30, 2008 (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 (“Bank
of America”), 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 (“Bank of America
Canada”), 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 and the 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 and waives certain terms thereof that
otherwise would have existed as of June 30, 2008.  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 as of June 30, 2008 the definition of
“Consolidated Adjusted
EBITDA” set forth in Section 1.2 of the Credit Agreement is hereby
amended to read in its entirety as follows:




"“Consolidated Adjusted
EBITDA” means, for any period, the total of:





(a)  Consolidated
EBITDA; minus





(b)  Capital
Expenditures except to the extent (i) attributable to Capitalized Lease
Obligations or (ii) financed with the proceeds of Financing Debt; provided, however, that for the
periods ending June 30, 2008, September 30, 2008 and December 31, 2008,
respectively, the actual amount of Capital Expenditures made during that period
shall be reduced by $4,034,000 (it being understood that if the actual amount of
Capital Expenditures for such period is less than $4,034,000 the excess of
$4,034,000 over the actual amount of Capital Expenditures for such period will
be added to Consolidated EBITDA); minus








(c)  any
dividends paid or payable, without duplication, in cash by the Company or any of
its Subsidiaries to third parties; minus





(d)  the
aggregate amount paid by the Company and its Subsidiaries to repurchase shares
of capital stock and options to purchase shares of capital stock, in each case
excluding any such payments made prior to June 30, 2003; minus





(e)  any
net income taxes paid or payable, without duplication, in cash by the Company or
any of its Subsidiaries after subtracting any income tax refunds paid or payable
in cash to the Company or any of its Subsidiaries."





3.           Waiver.  This
Agreement hereby expressly waives the covenant default under Sections 6.5.5 of
the Credit Agreement that may otherwise have existed as of June 30,
2008.




4.           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 shall
exist.




5.           Payment of
Fee.  Upon or prior to the effectiveness of this Agreement, the
Domestic Borrower or the Canadian Borrower shall pay to the Domestic Agent, for
the account of the Domestic Lenders and the Canadian Lenders, a fee in the
aggregate amount of $50,000, as a condition to the effectiveness of this
Agreement and the transactions contemplated hereby.




6.           General.  Except
as specifically amended and waived hereby, the Credit Agreement and all of the
Credit Documents are each confirmed as being in full force and effect as so
amended and waived.  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 this Agreement 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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remainder of this page intentionally has been left blank.]


-2-


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/ Howard N. Feist
III


Name: Howard N. Feist III


Title:  Vice
President  & CFO




K&M
ASSOCIATES L.P.




By:  AIMPAR,
INC., its General Partner








By /s/ Howard N. Feist
III


Name: Howard N. Feist III


Title:  Vice
President




AMERICAN
BILTRITE (CANADA) LTD.








By /s/ Richard G.
Marcus


Name: Richard G. Marcus


Title: President




Domestic
Lender:


BANK OF
AMERICA, NATIONAL ASSOCIATION








By /s/Jean S.
Manthorne


Name: Jean S. Manthorne


Title: Senior Vice
President




Bank of
America, N.A.


Massachusetts
Middle Market Division


100
Federal Street


Boston,
Massachusetts 02110


Facsimile:
(617) 434-8102








Signature
Page to Amendment No. 4 to Credit Agreement


Canadian
Lender:


BANK OF
AMERICA, NATIONAL ASSOCIATION,


ACTING
THROUGH ITS CANADA BRANCH








By /s/Medina Sales de
Andrade


Name: Medina Sales de
Andrade


Title: Vice President




Bank of
America, N.A., acting through its Canada branch


200 Front
Street, Suite 2700


Toronto,
Ontario


M5V 3L2
Canada








Signature
Page to Amendment No. 4 to Credit
Agreement