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Exhibit 10(k)(vi)
SECOND AMENDMENT dated as of April 27, 2007 (this "Amendment")
to the FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT dated as of
April 14, 2006 (as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among ALBANY
INTERNATIONAL CORP., a Delaware corporation (the "Company"), the
BORROWING SUBSIDIARIES from time to time party thereto, the LENDERS
from time to time party thereto, JPMORGAN CHASE BANK, N.A., as
Administrative Agent for the Lenders (in such capacity, the
"Administrative Agent"), and X.X. XXXXXX EUROPE LIMITED, as London
Agent for the Lenders.
The Company has requested that the Lenders agree to amend the Credit
Agreement in the manner provided herein, and the Lenders whose signatures appear
below, constituting the Required Lenders (such term and each other capitalized
term used and not otherwise defined herein having the meaning assigned to it in
the Credit Agreement), are willing to so amend the Credit Agreement.
Accordingly, in consideration of the agreements herein contained and other
good and valuable consideration, the sufficiency and receipt of which are
hereBy: acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to the Credit Agreement. Effective as of the Second
Amendment Effective Date (as defined below), the Credit Agreement is hereBy:
amended as follows:
(a) Asset Sales Mandatory Prepayments. Section 1.01 of the Credit
Agreement is hereBy: amended By: replacing the reference in the definition of
"Excluded Divestiture" to "2.75 to 1.00" with a reference to "3.25 to 1.00".
(b) Restricted Payments. Section 6.05 of the Credit Agreement is hereBy:
amended By: replacing the reference therein to "2.50 to 1.00" with a reference
to "3.50 to 1.00".
(c) Permitted Acquisitions. Section 6.07 of the Credit Agreement is
hereBy: amended By: deleting clause (d) thereof in its entirety and replaced it
with the following:
"(d) acquisitions of assets of or Equity Interests in other Persons,
and loans or advances to Subsidiaries to provide funds required to effect
such acquisitions, if, at the time of and after giving pro forma effect to
each such acquisition and any related incurrences of Indebtedness, (i) the
Leverage Ratio does not exceed 3.50 to 1.00 and (ii) no Default shall have
occurred and be continuing".
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(d) Total Debt. Section 1.01 of the Credit Agreement is hereBy: amended
By: deleting the definition of "Total Debt" in its entirety and replacing it
with the following definition:
""Total Debt" means, at any time, the sum of (a) all Indebtedness
that is or should be reflected as a liability on a consolidated balance
sheet of the Company and the Subsidiaries in accordance with GAAP and (b)
the consideration (other than any note of a Subsidiary that serves as a
conduit in a sale or financing transaction with respect to Receivables)
received By: the Company or any Consolidated Subsidiary from any Person
(other than the Company or a Consolidated Subsidiary) for Receivables
sold, which Receivables remain uncollected at such time; less (x) the sum
of all cash and cash equivalents (as determined in accordance with GAAP),
(y) the cash surrender value of life insurance policies naming the Company
as beneficiary (as determined in accordance with GAAP) and (z) the fair
market value of any Marketable Securities of the Company and the
Consolidated Subsidiaries; provided, however, that, with respect to any
Non-Wholly Owned Subsidiary, the Indebtedness (other than any Indebtedness
that is Guaranteed By: the Company or a Wholly-Owned Subsidiary) and
assets thereof referred to in the foregoing clauses shall be disregarded
in the calculation of "Total Debt" to the extent of any economic interest
in such Non-Wholly Owned Subsidiary that is owned By: any Person other
than the Company or a Wholly-Owned Subsidiary. For the purposes of this
definition, "Marketable Securities" means any debt or equity securities
for which an active trading market exists and price quotations are
available."
(e) Section 1.01 of the Credit Agreement is hereBy: amended to add the
following definitions in appropriate alphabetical order:
""Non-Wholly Owned Subsidiary" means a Subsidiary that is not a
Wholly Owned Subsidiary."
""Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock
in which, other than directors' qualifying shares and/or other nominal
amounts of Capital Stock that are required to be held By: Persons under
applicable law, are owned, directly or indirectly, By: the Company or a
Subsidiary."
SECTION 2. Fees. The Company agrees to pay to each Lender that executes
and delivers a copy of this Amendment to the Administrative Agent (or its
counsel) at or prior to 4:00 p.m., New York City time, on Friday, April 27,
2007, an amendment fee of $10,000 (the "Amendment Fee"). The Amendment Fee shall
be earned By: each such Lender upon delivery of an executed copy of this
Amendment to the Administrative Agent (or its counsel) and shall be payable By:
the Company within fourteen days of the Second Amendment Effective Date. The
Amendment Fee shall not be refundable.
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SECTION 3. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Company represents and warrants to each
of the Lenders and the Administrative Agent that, as of the Second Amendment
Effective Date:
(a) The execution, delivery and performance By: the Company of this
Amendment have been duly authorized By: all necessary corporate action; this
Amendment has been duly executed and delivered By: the Company; and each of this
Amendment and the Credit Agreement, as amended By: this Amendment, constitutes a
legal, valid and binding obligation of the Company, enforceable against it in
accordance with its terms.
(b) The representations and warranties set forth in Article III of the
Credit Agreement, and in each of the other Loan Documents, are true and correct
on and as of the Second Amendment Effective Date, before and after giving effect
to this Amendment.
(c) No default shall have occurred and be continuing, before and after
giving effect to this Amendment.
SECTION 4. Conditions Precedent; Effectiveness. (a) The effectiveness of
this Amendment is subject to the satisfaction of the following conditions
precedent:
(i) the Administrative Agent shall have received counterparts of
this Amendment that, when taken together, bear the signatures of the
Company and the Required Lenders;
(ii) the Administrative Agent shall have received a certificate,
dated the Second Amendment Effective Date and signed By: a responsible
officer of the Company, confirming the accuracy of the representations and
warranties set forth in Section 3 hereof; and
(iii) the Administrative Agent shall have received all amounts due
and payable to it on or prior to the Second Amendment Effective Date,
including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid By: the Company
under the Credit Agreement or this Amendment.
(b) This Amendment shall become effective as of the first date (the
"Second Amendment Effective Date") on which the conditions precedent set forth
in paragraph (a) of this Section shall have been satisfied. The Administrative
Agent shall notify the Company and the Lenders of the Second Amendment Effective
Date, and such notice shall be conclusive and binding.
SECTION 5. 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
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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. This Amendment shall
constitute a Loan Document. The representations, warranties and agreements
contained herein shall, for all purposes of the Credit Agreement, be deemed to
be set forth in the Credit Agreement. On and after the Second Amendment
Effective Date, any reference to the Credit Agreement contained in the Loan
Documents shall mean the Credit Agreement as modified hereby:
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
or other electronic imaging means shall be as effective as delivery of a
manually executed counterpart hereof.
SECTION 7. Applicable 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/ Xxxxxxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Corporate Treasurer
JPMORGAN CHASE BANK, N.A.,
as a Lender,
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: ABN AMRO BANK NV
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
For any Lender requiring a second signature line:
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: BANK OF AMERICA, N.A.
By: /s/ Xxxxxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Senior Vice President
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
By: /s/ Xxxxx Ossolinksi
----------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: FIRST NIAGARA BANK
By: /s/ Xxxx X. Xxxx
----------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: HSBC BANK U.S.A., NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: First Vice President
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: MANUFACTURERS AND TRADERS TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: NORDEA BANK FINLAND, PLC
By: /s/ Kalle Virtanen
----------------------------------
Name: Kalle Virtanen
Title: Relationship Manager
For any Lender requiring a second signature line:
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Senior Vice President Credit
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: General Manager
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: TD BANKNORTH, N.A.
By: /s/ Xxxxxx X. Hergrueten
----------------------------------
Name: Xxxxxx X. Hergrueten
Title: Senior Vice President
Lender signature page to the
Second Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution: WACHOVIA BANK, N.A.
By: /s/ Xxxx Xxxxxx
----------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
