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EXHIBIT 10(i)(ii)
Amendment to Credit Agreement
CONFORMED COPY
AMENDMENT NO. 1 dated as of December 22, 1999 (this "AMENDMENT"), to
the CREDIT AGREEMENT dated as of August 11, 1999 (the "CREDIT
AGREEMENT"), among ALBANY INTERNATIONAL CORP., a Delaware corporation
(the "COMPANY"), the BORROWING SUBSIDIARIES from time to time party
thereto, the Lenders referred to therein, THE CHASE MANHATTAN BANK, a
New York banking corporation, as administrative agent for the Lenders
(in such capacity, the "ADMINISTRATIVE AGENT"), and CHASE MANHATTAN
INTERNATIONAL LIMITED, as London Agent.
The Borrower has requested that certain terms of the Credit Agreement
be amended, and the Required Lenders are willing, on the terms and subject to
the conditions set forth herein, to agree to amend the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as set forth below.
Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Credit Agreement.
SECTION 1. AMENDMENT TO SECTION 1.01. Section 1.01 of the Credit
Agreement is hereby amended by amending the definition of "Collateral
Requirement" as described below:
(a) Clause (a) of the definition of "Collateral Requirement" is hereby
amended to read as follows:
"one or more Pledge Agreements (or supplements thereto) shall
have been duly executed and delivered by each Borrower, each
Domestic Subsidiary (other than (i) any Domestic Subsidiary
that is a subsidiary of a Foreign Subsidiary and (ii) so long
as it does not own Specified Intercompany Indebtedness (as
defined below) or Equity Interests in any Material Subsidiary,
Wangner Systems Corporation) and each Foreign Subsidiary that
is a Borrower or direct or indirect parent corporation of a
Foreign Subsidiary that is a Borrower existing at such time
and directly owning any outstanding Equity Interests in any
other Subsidiary (other than an Excluded Foreign Subsidiary)
or any Indebtedness (other than Indebtedness arising under
clause (c) or (d) of the definition of Indebtedness) of the
Company or any Subsidiary in a principal amount greater than
$1,000,000 ("Specified Intercompany Indebtedness"), and there
shall have been duly and validly pledged to the Collateral
Agent thereunder, for the ratable benefit of the Secured
Parties, as security for all the Obligations, (i) all the
outstanding Equity Interests in each Domestic Subsidiary owned
directly by the Company or any Domestic Subsidiary party to
the Pledge Agreement, (ii) 65% of the outstanding Equity
Interests (or such lesser percentage as shall be owned by the
Company and the Domestic Subsidiaries party to the Pledge
Agreements) in each Foreign Subsidiary owned in whole or in
part directly by the Company or any Domestic Subsidiary party
to a Pledge Agreement (other than Equity Interests in any
Excluded Foreign Subsidiary), and (iii) all Specified
Intercompany Indebtedness that is owed to the Company or any
Domestic Subsidiary party to the Pledge Agreement".
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(b) The following sentence is added to the end of the definition of
"Collateral Requirement":
"The foregoing definition shall not require the creation or
perfection of pledges of or security interests in particular
assets of the Company and the Subsidiaries if and for so long
as, in the judgment of the Administrative Agent, the cost of
creating or perfecting such pledges or security interests in
such assets shall be excessive in view of the benefits to be
obtained by the Lenders therefrom."
SECTION 2. AGREEMENT WITH RESPECT TO CERTAIN PLEDGED SHARES. (a)
Notwithstanding any other provision of the Credit Agreement or the Pledge
Agreements (including, but not limited to, Section 5.11(b) of the Credit
Agreement and the granting clauses of the Pledge Agreements), so long as Albany
International Holdings One, Inc. and Albany International Holdings Two, Inc. are
not engaged in the operation of any businesses other than the ownership of
Foreign Subsidiaries and do not own any assets other than Equity Interests in
Foreign Subsidiaries, the Obligations of the Company and the Domestic
Subsidiaries shall be secured by not more than 65% of the outstanding Equity
Interests in Albany International Holdings One, Inc. or Albany International
Holdings Two, Inc. The Collateral Agent is authorized and directed to enter into
such amendments to the Pledge Agreements as it shall deem appropriate to give
effect to the provisions of this paragraph.
(b) Notwithstanding the provisions of Section 5.11(b) of the Credit
Agreement or Schedule II to the Pledge Agreement, due to the recision of the
transfer by the Company of the Equity Interests of Telas Industriales de Mexico
S.A. de C.V., a Mexican Subsidiary, to Albany International Holdings Two, Inc.,
such Equity Interests are permitted, with effect from August 24, 1999, to be
owned directly by, and pledged by, the Company.
SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the other parties
hereto to enter into this Amendment, the Borrower represents and warrants to
each of the Lenders and the Administrative Agent that:
(a) This Amendment has been duly authorized, executed and delivered by
the Borrower, and each of this Amendment and the Credit Agreement, after giving
effect to this Amendment, constitutes the legal, valid and binding obligation of
the Borrower enforceable in accordance with its terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium and similar laws affecting
the enforcement of creditors' rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or at
law).
(b) The representations and warranties contained in Article III of the
Credit Agreement, after giving effect to this Amendment, are true and correct on
and as of the date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date.
(c) No Default or Event of Default has occurred and is continuing or
would result from the execution and delivery of this Amendment.
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SECTION 4. EFFECTIVENESS. This Amendment shall become effective as of
the date first written above on the date on which the Administrative Agent shall
have received counterparts of this Amendment that, when taken together, bear the
authorized signatures of the Borrower, the Required Lenders and the
Administrative Agent.
SECTION 5. LIMITED EFFECT OF AMENDMENT. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders or the Administrative Agent under the Credit Agreement or any other Loan
Document, and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle any Loan Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances. This Amendment shall apply and
be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein. After the date hereof, any reference to the
Credit Agreement shall mean the Credit Agreement, as modified hereby. This
Amendment shall constitute a "Loan Document" for all purposes of the Credit
Agreement and the other Loan Documents.
SECTION 6. COUNTERPARTS. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. HEADINGS. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
ALBANY INTERNATIONAL CORP.,
by/s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: President
THE CHASE MANHATTAN BANK, individually,
and as Administrative Agent,
by/s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT NO. 1
DATED AS OF
DECEMBER 22, 1999,
TO THE ALBANY
INTERNATIONAL
CORP. CREDIT
AGREEMENT DATED
AS OF AUGUST 11,
1999
NAME OF INSTITUTION: ABN AMRO BANK N.V.
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by /s/ XXXXXX X. XXXXX, XX.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Group Vice President
by /s/ XXXXXXXXXXX X. XXXXX
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Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
NAME OF INSTITUTION: CREDIT AGRICOLE INDOSUEZ
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by /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: First Vice President
by /s/ XXXXX XXXXXXXXXX
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Name: Xxxxx XxXxxxxxxx
Title: Vice President
NAME OF INSTITUTION: BANK ONE, NA (MAIN OFFICE CHICAGO)
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by /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
NAME OF INSTITUTION: BANK OF AMERICA, N.A.
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by /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
AMENDMENT NO. 1
DATED AS OF
DECEMBER 22, 1999,
TO THE ALBANY
INTERNATIONAL
CORP. CREDIT
AGREEMENT DATED
AS OF AUGUST 11,
1999
NAME OF INSTITUTION: BANK BOSTON, N.A.
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by /s/ XXXXXXX X. XXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Vice President
NAME OF INSTITUTION: BANK OF MONTREAL
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by /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Director
NAME OF INSTITUTION: THE BANK OF NEW YORK
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by /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. XxXxxxxx
Title: Vice President
NAME OF INSTITUTION: CITIBANK, N.A.
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by /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
NAME OF INSTITUTION: CREDIT SUISSE FIRST BOSTON
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by /s/ XXXX XXXXXXXXX
Name: Xxxx Xxxxxxxxx
Title: Managing Director
by /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Director
SIGNATURE PAGE TO
AMENDMENT NO. 1
DATED AS OF
DECEMBER 22, 1999,
TO THE ALBANY
INTERNATIONAL
CORP. CREDIT
AGREEMENT DATED
AS OF AUGUST 11,
1999
NAME OF INSTITUTION: DRESDNER BANK AG, NEW YORK
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AND GRAND CAYMAN BRANCHES
by /s/ XXX XXXXXXXX
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Name: Xxx Xxxxxxxx
Title: Senior Vice President
by /s/ XXXXXXX XXXXXXXXXX
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Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
NAME OF INSTITUTION: EVERGREEN BANK, N.A.
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by /s/ XXXXXX X. XXXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President
NAME OF INSTITUTION: FLEET NATIONAL BANK
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by /s/ XXXXXXX X. XXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Vice President
NAME OF INSTITUTION: HSBC BANK USA
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by /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SIGNATURE PAGE TO
AMENDMENT NO. 1
DATED AS OF
DECEMBER 22, 1999,
TO THE ALBANY
INTERNATIONAL
CORP. CREDIT
AGREEMENT DATED
AS OF AUGUST 11,
1999
NAME OF INSTITUTION: SANWA BANK LIMITED
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by /s/ XXXXXXX X. SMALL
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Name: Xxxxxxx X. Small
Title: Vice President and
Area Manager
NAME OF INSTITUTION: KEYBANK NATIONAL ASSOCIATION
by /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
NAME OF INSTITUTION: CREDIT LYONNAIS NEW YORK BRANCH
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by /s/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
NAME OF INSTITUTION: XXXXXX BANK PLC, NEW YORK BRANCH
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by /s/ XXX XXXXXXX
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Name: Xxx Xxxxxxx
Title: Vice President
by /s/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
Title: Vice President
NAME OF INSTITUTION: THE BANK OF NOVA SCOTIA
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by /s/ J. XXXX XXXXXXX
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Name: J. Xxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
AMENDMENT NO. 1
DATED AS OF
DECEMBER 22, 1999,
TO THE ALBANY
INTERNATIONAL
CORP. CREDIT
AGREEMENT DATED
AS OF AUGUST 11,
1999
NAME OF INSTITUTION: THE SUMITOMO BANK, LIMITED
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by s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: General Manager
NAME OF INSTITUTION: SUNTRUST BANK ATLANTA
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by /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Director
NAME OF INSTITUTION: XXXX SAVINGS BANK
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by /s/ XXXXXXX XXX XXXXXX
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Name: Xxxxxxx xxx Xxxxxx
Title: Vice President
NAME OF INSTITUTION: WACHOVIA BANK, N.A.
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by /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Vice President
