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Exhibit 10(k)(v)
SECOND AMENDMENT, dated as of April 27, 2007 (this "Amendment"), to the
Note Agreement and Guaranty, dated as of October 25, 2005 (as the same may be
further amended, supplemented, waived or otherwise modified from time to time,
the "Note Agreement"), among ALBANY INTERNATIONAL CORP., a Delaware corporation
(the "Company"), the Guarantors (as defined in the Note Agreement), and The
Prudential Insurance Company of America ("Prudential") and the several
Purchasers (as defined in the Note Agreement) (together with Prudential,
individually, a "Purchaser," " and collectively, "Purchasers").
W I T N E S S E T H:
WHEREAS, the Company and Guarantors party thereto and the Purchasers party
thereto have executed and delivered the Note Agreement; and
WHEREAS, the Company has requested the amendment of certain provisions of
the Note Agreement, and the Purchasers have indicated willingness to agree to
such amendments subject to certain limitations and conditions, as provided for
herein;
NOW THEREFORE, in consideration of the premises, the mutual covenants and
the agreements hereinafter set forth and other good and valuable consideration,
the parties hereto hereby agree that on the Amendment Effective Date, as defined
herein, the Note Agreement will be amended as follows:
1. Definitions. Unless otherwise defined herein, terms defined in the Note
Agreement are used herein as therein defined.
2. Amendment to Section 6E of the Note Agreement (Restricted Payments).
Section 6E of the Note Agreement is hereby amended, as of the Amendment
Effective Date, by deleting after the words "does not exceed" the number "2.50"
and inserting in lieu thereof the number "3.00".
3. Representations and Warranties. The Company and each other Guarantor
hereby:
(a) other than such representations expressly given as of a specific date,
repeats (and confirms as true and correct) as of the Amendment Effective Date to
the Purchasers that each of the representations and warranties made by the
Company and each other Guarantor pursuant to the Note Agreement and are hereby
incorporated herein (as though set forth herein) in their entirety; and
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(b) further represent and warrant as of the Amendment Effective Date that:
(i) No Default. No Default or Event of Default shall have occurred
and be continuing on such date after giving effect to this Amendment;
(ii) Power and Authority. Each such Person has the corporate or
equivalent power to execute and deliver this Amendment, and to perform the
provisions hereof, and this Amendment has been duly authorized by all necessary
corporate or equivalent action on the part of each such Person;
(iii) Due Execution. This Amendment has been duly executed and
delivered by such Person and constitutes such Person's legal, valid and binding
obligation, enforceable in accordance with its terms, except as such
enforceability may be limited (x) by general principles of equity and conflicts
of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other
laws of general application relating to or affecting the enforcement, of
creditors' rights;
(iv) No Consent's Required. No consent, approval, authorization or
order of, or filing, registration or qualification with, any court or
Governmental Authority or third party is required in connection with the
execution, delivery or performance by such Person of this Amendment;
(v) Acknowledgement of Obligation; Waiver of Claims. It has no
defenses, offsets or counterclaims against any of its obligations under or in
respect to the Note Agreement, the Notes or the AI Guaranty Agreement and that
all amounts outstanding under and in respect to the Notes and the Note Agreement
are owing to holders of the Notes without defense, offset or counterclaim; and
(vi) Revolving Credit Agreement. Other than (A) that certain
restatement dated as of Xxxxx 00, 0000, (X) the First Amendment dated as of
August 28, 2006, and (C) the Second Amendment dated as of April 27, 2007, there
have been no amendments to the Revolving Credit Agreement.
4. Acknowledgements and Consent of Guarantors. Each Guarantor hereby
acknowledges that it has reviewed the terms and provisions of the Note
Agreement, the Notes, the AI Guaranty Agreement and this Amendment and consents
to the amendment to Note Agreement effected pursuant to this Amendment. Each
Guarantor confirms that they will continue to guarantee the obligations to the
fullest extent in accordance with the AI Guaranty Agreement and acknowledges and
agrees that: (a) the AI Guaranty Agreement shall continue in full force and
effect and that its obligations thereunder shall be valid and enforceable and
shall not be impaired or limited by the execution or effectiveness of this
Amendment; and (b)(i) notwithstanding, the conditions to effectiveness hereof,
such Guarantor is not required by the terms of the Note Agreement, the Notes or
the AI Guaranty Agreement to consent to the amendments to the Note Agreement
effected pursuant to this Amendment; and (ii) nothing in Note
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Agreement, the Notes or AI Guaranty Agreement shall be deemed to require the
consent of any such Guarantor to any future amendments to the Note Agreement.
5. Conditions Precedent. This Amendment shall become effective as of April
27, 2007 provided the conditions precedent set forth below shall have been
fulfilled (the "Amendment Effective Date") and shall constitute a Transaction
Document:
the Purchasers shall have received counterparts of this Amendment,
executed and delivered by a duly authorized officer of each of the parties
hereto;
the Purchasers shall have received such additional documents or
certificates with respect to legal matters or corporate or other proceeding
related to the transactions contemplated hereby as may be reasonable requested
by the Purchasers on or prior to April 26, 2007;
the representations and warranties contained in Section 10 above
shall be true and correct in all material respects on and as of the Amendment
Effective Date, as if made on and as of the Amendment Effective Date and there
shall exist on the Amendment Effective Date no Event of Default or Default; and
(d) the Company and each other Guarantor shall have made all requests, filings
and registrations with, and obtained all consents and approvals from, the
relevant national, state, local or foreign jurisdiction(s), or any
administrative, legal or regulatory body or agency thereof, that are necessary
for the Company and each other Guarantor in connection with this Amendment and
any and all other documents relating hereto.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
7. No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the terms, provisions and conditions of the
Note Agreement, the Notes, the AI Guaranty Agreement and the agreements and
instruments relating thereto are and shall remain unchanged and in full force
and effect and are hereby ratified and confirmed in all respects.
8. Headings. The headings of sections of this Amendment are inserted for
convenience only and shall not be deemed to constitute a part of this Amendment.
9. Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto, each of which counterparts when so executed
shall be an original, but all counterparts taken together shall constitute one
and the same instrument.
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[Remainder of page intentionally left blank. Signature pages follow.]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their respective proper and duly 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
ALBANY INTERNATIONAL HOLDINGS TWO, INC., as a
Guarantor
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: VP, Assistant Secretary
ALBANY INTERNATIONAL TECHNIWEAVE, INC., as a
Guarantor
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Treasurer, Assistant Secretary
ALBANY INTERNATIONAL RESEARCH CO., as a Guarantor
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: VP, Assistant Treasurer
GESCHMAY CORP., as a Guarantor
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: VP, Assistant Secretary
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XXXXXXX DRYING FABRICS, INC., as a Guarantor
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: VP, Assistant Secretary
GESCHMAY WET XXXXX, INC., as a Guarantor
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: VP, Assistant Secretary
GESCHMAY FORMING FABRICS CORP., as a Guarantor
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: VP, Assistant Secretary
The foregoing Amendment is hereby
accepted as of the date first above written.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
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THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
By: Prudential Investment Management (Japan), Inc., as
Investment Manager
By: Prudential Investment Management, Inc., as
Sub-Adviser
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
GIBRALTAR LIFE INSURANCE CO. LTD.,
By: Prudential Investment Management (Japan), Inc., as
Investment Manager
By: Prudential Investment Management, Inc., as
Sub-Adviser
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.
By: Prudential Private Placement Investors, L.P. (as
Investment Advisor)
By: Prudential Private Placement Investors, L.P.
(as General Partner)
By: /s/ Xxxx Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
