UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date
of Report (Date of earliest event reported) March 23, 2006
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1373 Broadway, Albany, New York 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 445-2200
None
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Amendments to Convertible Note Hedge and Warrant Transactions
On March 23, 2006, Albany International Corp. (the "Company") entered into
amendments to the convertible note hedge transactions (the "Hedge Transactions")
and warrant transactions (the "Warrant Transactions") with JPMorgan Chase Bank,
N.A. and Bank of America, N.A., each an affiliate of an Initial Purchaser (as
defined below in Item 3.02). See Item 3.02 of this Current Report on Form 8-K
for a description of the amendments to the Hedge Transactions and the Warrant
Transactions.
Item 3.02 Unregistered Sales of Equity Securities.
Convertible Senior Notes
On March 28, 2006, the Company issued an additional $30 million aggregate
principal amount of 2.25% Convertible Senior Notes due 2026 (the "Additional
Notes") pursuant to the exercise in full by J.P. Morgan Securities Inc. and Banc
of America Securities LLC (the "Initial Purchasers") of the over-allotment
option contained in the Purchase Agreement dated March 8, 2006 between the
Company and J.P. Morgan Securities Inc., Banc of America Securities LLC, LaSalle
Financial Services, Inc., Daiwa Securities America Inc., HSBC Securities (USA)
Inc., Mitsubishi UFJ Securities International plc, Greenwich Capital Markets,
Inc. and Scotia Capital (USA) Inc (the "Purchase Agreement"). The Additional
Notes were sold to the Initial Purchasers in a private placement for resale to
qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"). Pursuant to the terms of the Purchase
Agreement, the purchase price paid by the Initial Purchasers for the Additional
Notes was 97.5% of the initial offering price thereof. The Additional Notes were
issued pursuant to an Indenture dated as of March 13, 2006 (the "Indenture")
between the Company and The Bank of New York Trust Company, N.A., as Trustee.
See Item 3.02 of our Current Report on Form 8-K, dated March 13, 2006, for a
description of the Indenture and the Notes (including the Additional Notes)
issued pursuant thereto.
Amendments to Convertible Note Hedge and Warrant Transactions
On March 23, 2006, the Company entered into amendments to the Hedge
Transactions and the Warrant Transactions with JPMorgan Chase Bank, N.A. and
Bank of America, N.A. The amendments to the Hedge Transactions increased the
scope of the Hedge Transactions to correspond to the issuance of the Additional
Notes. The amendments to the Warrant Transactions resulted in the sale by the
Company of 687,331 additional warrants on its common stock. The Company paid a
premium of approximately $7.8 million for the amendments to the Hedge
Transactions and received a premium of approximately $5.3 million for the
amendments to the Warrant Transactions, for a net cost of approximately $2.6
million (the numbers may not add up, due to rounding error). After giving effect
to the amendments to the Warrant Transactions, the Company has sold warrants on
4,123,986 shares of the Company's common stock.
Except as specified in the amendments, the terms of the Hedge Transactions
and the Warrant Transactions remain the same. See Item 3.02 of our Current
Report on Form 8-K, dated March 13, 2006, for a description of the Hedge
Transactions and the Warrant Transactions. We issued and sold the additional
warrants in transactions exempt from the registration requirements of the
Securities Act because the offer and sale did not involve a public offering.
There were no underwriting commissions or discounts in connection with the sale
of the warrants.
The preceding description of the amendments to the Hedge Transactions and
the Warrant Transactions is qualified in its entirety by reference to Exhibits
10.1 and 10.2, respectively, which are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
10.1 Amendments, dated March 23, 2006, to convertible note hedge transaction
confirmations, dated as of March 7, 2006, by and between JPMorgan Chase
Bank, N.A., Bank of America, N.A. and the Company
10.2 Amendments, dated March 23, 2006, to warrant transaction confirmations,
dated as of March 7, 2006, by and between JPMorgan Chase Bank, N.A., Bank
of America, N.A. and the Company
2
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALBANY INTERNATIONAL CORP.
By: /s/ David C. Michaels
----------------------------------------
Name: David C. Michaels
Title: Vice President - Treasury and Tax
Date: March 28, 2006
3
Index to Exhibits
Exhibit Number Description of Document
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10.1 Amendments, dated March 23, 2006, to convertible note hedge
transaction confirmations, dated as of March 7, 2006, by and
between JPMorgan Chase Bank, N.A., Bank of America, N.A. and
the Company
10.2 Amendments, dated March 23, 2006, to warrant transaction
confirmations, dated as of March 7, 2006, by and between
JPMorgan Chase Bank, N.A., Bank of America, N.A. and the
Company
4
Exhibit 10.1
JPMorgan [LOGO]
JPMorgan Chase Bank, N.A.
P.O. Box 161
60 Victoria Embankment
London EC4Y 0JP
England
March 23, 2006
To: Albany International Corp.
1373 Broadway
Albany, New York 12204
Attention: David Michaels
Telephone No.: (518) 445-2212
Facsimile No.: (518) 447-6305
Re: Call Option Transaction Amendment
This letter agreement (the "Amendment") amends the terms and conditions of
the Transaction (the "Transaction") entered into between JPMorgan Chase Bank,
N.A., London Branch ("JPMorgan"), and Albany International Corp., a Delaware
corporation (the "Counterparty"), pursuant to a letter agreement dated March 7,
2006 (the "Confirmation") pursuant to which the Counterparty purchased from
JPMorgan a Number of Options equal to 90,000 in connection with the issuance by
Counterparty of USD 150,000,000 principal amount of 2.25% Convertible Senior
Notes due 2026 (the "Initial Convertible Notes"). This Amendment relates to, and
sets forth the terms of, the purchase by the Counterparty from JPMorgan of an
additional Number of Options (the "Additional Number of Options") in connection
with the issuance by the Counterparty of an additional USD 30,000,000 principal
amount of 2.25% Convertible Senior Notes due 2026 (the "Additional Convertible
Notes", and together with the Initial Convertible Notes, the "Convertible
Notes") to the initial purchasers of the Convertible Notes.
Upon the effectiveness of this Amendment, all references in the
Confirmation to the "Number of Options" will be deemed to be to the Number of
Options as amended hereby and all references in the Confirmation to the
"Transaction" will be deemed to be to the Transaction, as amended hereby and all
references to "Convertible Notes" will be deemed to include the Additional
Convertible Notes. Except to the extent specified below, all other provisions of
the Confirmation shall apply to the Additional Number of Options as if such
Additional Number of Options were originally subject to the Confirmation.
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Confirmation.
Amendments. The terms relating to the purchase by the Counterparty of the
Additional Number of Options are as follows:
1. The "Trade Date" with respect to the Additional Number of Options will be
March 23, 2006.
2. The "Number of Options" for the Transaction will be "108,000" reflecting an
increase of 18,000 Options.
3. An additional "Premium" to be determined by the Calculation Agent will be
payable by the Counterparty to JPMorgan in respect of the Additional Number of
Options (the "Additional Call Option Premium") on a Currency Business Day to be
specified by the Calculation Agent (such date, the "Additional Call Option
Premium Payment Date"), by written notice to the Counterparty in substantially
the form of the pricing supplement set forth in Exhibit A hereto (the "Pricing
Supplement") no later than one Currency Business Day prior to the Additional
Call Option Premium Payment Date.
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 125 London Wall, London EC2Y 5AJ
Authorised and regulated by the Financial Services Authority
Repeated Representations. The Counterparty hereby repeats the representations
and warranties set forth in Section 8 and Sections 9(f), (g) and (i) of the
Confirmation; provided that the Counterparty shall be deemed to repeat the
representation contained in Section 8(e) of the Confirmation on each day during
the period beginning on the date hereof and ending on the Additional Call Option
Premium Payment Date.
Rule 10b-18. The Counterparty further represents that, except as disclosed in
writing by the Counterparty to JPMorgan or as described in the offering
memorandum relating to the Convertible Notes, neither the Counterparty nor any
of its affiliates has purchased any Shares (as contemplated by Rule 10b-18 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) during
each of the four calendar weeks preceding the date hereof. The Counterparty
further covenants and agrees that neither it nor any of its affiliates will
purchase any Shares prior to the earlier of the Additional Call Option Premium
Payment Date and the Early Unwind Date (as defined below).
Conditionality and Early Unwind. The respective obligations of the parties
hereunder shall become final and binding only if no Early Unwind Event (as
defined below) shall have occurred and be continuing as of the Early Unwind Date
(as defined below). Notwithstanding the foregoing, the Counterparty and
JPMorgan, intending to be legally bound, hereby acknowledge and agree that in
the event that an Early Unwind Event has occurred and is continuing on the Early
Unwind Date, JPMorgan or one or more of its affiliates, shall terminate its
hedging activities with respect to the portion of the Transaction contemplated
by this Amendment on the Early Unwind Date and each party shall be released and
discharged by the other parties from, and agrees not to make any claim against
the other parties with respect to, any obligations or liabilities of the other
parties arising out of and to be performed in connection with such portion of
the Transaction; provided that, if such Early Unwind Event results from a breach
by the Counterparty of any representation of or any undertaking by the
Counterparty contained in the Purchase Agreement and relating to the issuance by
the Counterparty of the Additional Convertible Notes, the Counterparty shall
purchase from JPMorgan on the Early Unwind Date any Shares purchased by JPMorgan
or one or more of its affiliates in connection with the portion of the
Transaction contemplated by this Amendment and reimburse JPMorgan for any costs
or expenses (including market losses) relating to the unwinding of its
reasonable hedging activities in connection with such portion of the Transaction
(including any losses or costs incurred as a result of its terminating,
liquidating, obtaining or reestablishing any reasonable hedge or related trading
position). The amount of any such reimbursement shall be determined by JPMorgan
in its reasonable good faith discretion. JPMorgan shall notify the Counterparty
of such amount, including, upon the Counterparty's request, an explanation of
the basis of determination of such amount, and the Counterparty shall pay such
amount in immediately available funds on the Early Unwind Date.
For purposes of the foregoing: (i) an "Early Unwind Event" means (a) the failure
to close the Additional Convertible Notes issuance by the Early Unwind Date for
any reason whatsoever or (b) the failure of the Counterparty to comply with any
representations, warranties or undertakings contained in this Amendment; and
(ii) an "Early Unwind Date" means March 28, 2006 or such later date as agreed
upon by the parties.
No Additional Amendments or Waivers. Except as amended hereby, all the terms of
the Transaction and provisions in the Confirmation shall remain and continue in
full force and effect and are hereby confirmed in all respects.
Counterparts. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if all of the signatures
thereto and hereto were upon the same instrument.
Governing Law. The provisions of this Amendment shall be governed by the New
York law (without reference to choice of law doctrine).
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Amendment and returning it in the manner indicated
in the attached cover letter.
Very truly yours,
J.P. Morgan Securities Inc., as agent for
JPMorgan Chase Bank, National Association
By: /s/ Sudheer Tegulapelle
Authorized Signatory
Name: Sudheer Tegulapelle
Accepted and confirmed
as of the Trade Date:
ALBANY INTERNATIONAL CORP.
By: /s/ David C. Michaels
Authorized Signatory
Name: David C. Michaels
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Bank of America(R) [LOGO]
EQUITY FINANCIAL PRODUCTS GROUP
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Bank of America, N.A.
c/o Banc of America Securities LLC
9 West 57th Street, 40th Floor
New York, NY 10019
March 23, 2006
To: Albany International Corp.
1373 Broadway
Albany, New York 12204
Attention: David Michaels
Telephone No.: (518) 445-2212
Facsimile No.: (518) 447-6305
Re: Call Option Transaction Amendment (Ref. No.: NY-21551)
This letter agreement (the "Amendment") amends the terms and conditions of
the Transaction (the "Transaction") entered into between Bank of America, N.A.
("BofA"), and Albany International Corp., a Delaware corporation (the
"Counterparty"), pursuant to a letter agreement dated March 7, 2006 (the
"Confirmation") pursuant to which the Counterparty purchased from BofA a Number
of Options equal to 60,000 in connection with the issuance by Counterparty of
USD 150,000,000 principal amount of 2.25% Convertible Senior Notes due 2026 (the
"Initial Convertible Notes"). This Amendment relates to, and sets forth the
terms of, the purchase by the Counterparty from BofA of an additional Number of
Options (the "Additional Number of Options") in connection with the issuance by
the Counterparty of an additional USD 30,000,000 principal amount of 2.25%
Convertible Senior Notes due 2026 (the "Additional Convertible Notes", and
together with the Initial Convertible Notes, the "Convertible Notes") to the
initial purchasers of the Convertible Notes.
Upon the effectiveness of this Amendment, all references in the
Confirmation to the "Number of Options" will be deemed to be to the Number of
Options as amended hereby and all references in the Confirmation to the
"Transaction" will be deemed to be to the Transaction, as amended hereby and all
references to "Convertible Notes" will be deemed to include the Additional
Convertible Notes. Except to the extent specified below, all other provisions of
the Confirmation shall apply to the Additional Number of Options as if such
Additional Number of Options were originally subject to the Confirmation.
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Confirmation.
Amendments. The terms relating to the purchase by the Counterparty of the
Additional Number of Options are as follows:
1. The "Trade Date" with respect to the Additional Number of Options will be
March 23, 2006.
2. The "Number of Options" for the Transaction will be "72,000" reflecting an
increase of 12,000 Options.
3. An additional "Premium" to be determined by the Calculation Agent will be
payable by the Counterparty to BofA in respect of the Additional Number of
Options (the "Additional Call Option Premium") on a Currency Business Day to be
specified by the Calculation Agent (such date, the "Additional Call Option
Premium Payment Date"), by written notice to the Counterparty in substantially
the form of the pricing supplement set forth in Exhibit A hereto (the "Pricing
Supplement") no later than one Currency Business Day prior to the Additional
Call Option Premium Payment Date.
Repeated Representations. The Counterparty hereby repeats the representations
and warranties set forth in Section 8 and Sections 9(f), (g) and (i) of the
Confirmation; provided that the Counterparty shall be deemed to repeat the
representation contained in Section 8(e) of the Confirmation on each day during
the period beginning on the date hereof and ending on the Additional Call Option
Premium Payment Date.
Rule 10b-18. The Counterparty further represents that, except as disclosed in
writing by the Counterparty to BofA or as described in the offering memorandum
relating to the Convertible Notes, neither the Counterparty nor any of its
affiliates has purchased any Shares (as contemplated by Rule 10b-18 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) during each of
the four calendar weeks preceding the date hereof. The Counterparty further
covenants and agrees that neither it nor any of its affiliates will purchase any
Shares prior to the earlier of the Additional Call Option Premium Payment Date
and the Early Unwind Date (as defined below).
Conditionality and Early Unwind. The respective obligations of the parties
hereunder shall become final and binding only if no Early Unwind Event (as
defined below) shall have occurred and be continuing as of the Early Unwind Date
(as defined below). Notwithstanding the foregoing, the Counterparty and BofA,
intending to be legally bound, hereby acknowledge and agree that in the event
that an Early Unwind Event has occurred and is continuing on the Early Unwind
Date, BofA or one or more of its affiliates, shall terminate its hedging
activities with respect to the portion of the Transaction contemplated by this
Amendment on the Early Unwind Date and each party shall be released and
discharged by the other parties from, and agrees not to make any claim against
the other parties with respect to, any obligations or liabilities of the other
parties arising out of and to be performed in connection with such portion of
the Transaction; provided that, if such Early Unwind Event results from a breach
by the Counterparty of any representation of or any undertaking by the
Counterparty contained in the Purchase Agreement and relating to the issuance by
the Counterparty of the Additional Convertible Notes, the Counterparty shall
purchase from BofA on the Early Unwind Date any Shares purchased by BofA or one
or more of its affiliates in connection with the portion of the Transaction
contemplated by this Amendment and reimburse BofA for any costs or expenses
(including market losses) relating to the unwinding of its reasonable hedging
activities in connection with such portion of the Transaction (including any
losses or costs incurred as a result of its terminating, liquidating, obtaining
or reestablishing any reasonable hedge or related trading position). The amount
of any such reimbursement shall be determined by BofA in its reasonable good
faith discretion. BofA shall notify the Counterparty of such amount, including,
upon the Counterparty's request, an explanation of the basis of determination of
such amount, and the Counterparty shall pay such amount in immediately available
funds on the Early Unwind Date.
For purposes of the foregoing: (i) an "Early Unwind Event" means (a) the failure
to close the Additional Convertible Notes issuance by the Early Unwind Date for
any reason whatsoever or (b) the failure of the Counterparty to comply with any
representations, warranties or undertakings contained in this Amendment; and
(ii) an "Early Unwind Date" means March 28, 2006 or such later date as agreed
upon by the parties.
No Additional Amendments or Waivers. Except as amended hereby, all the terms of
the Transaction and provisions in the Confirmation shall remain and continue in
full force and effect and are hereby confirmed in all respects.
Counterparts. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if all of the signatures
thereto and hereto were upon the same instrument.
Governing Law. The provisions of this Amendment shall be governed by the New
York law (without reference to choice of law doctrine).
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Amendment and returning it in the manner indicated
in the attached cover letter.
Very truly yours,
Bank of America, N.A.
By: /s/ Eric P. Hambleton
Authorized Signatory
Name: Eric P. Hambleton
Accepted and confirmed
as of the Trade Date:
ALBANY INTERNATIONAL CORP.
By: /s/ David C. Michaels
Authorized Signatory
Name: David C. Michaels
Exhibit 10.2
JPMorgan [LOGO]
JPMorgan Chase Bank, N.A.
P.O. Box 161
60 Victoria Embankment
London EC4Y 0JP
England
March 23, 2006
To: Albany International Corp.
1373 Broadway
Albany, New York 12204
Attention: David Michaels
Telephone No.: (518) 445-2212
Facsimile No.: (518) 447-6305
Re: Warrants Transaction Amendment
This letter agreement (the "Amendment") amends the terms and conditions of
the Transaction (the "Transaction") entered into between JPMorgan Chase Bank,
N.A., London Branch ("JPMorgan"), and Albany International Corp., a Delaware
corporation (the "Company"), pursuant to a letter agreement dated March 7, 2006
(the "Confirmation"), pursuant to which JPMorgan has purchased from the Company
a Number of Warrants equal to 2,061,993. This Amendment relates to, and sets
forth the terms of, the purchase by JPMorgan from the Company of an additional
Number of Warrants (the "Additional Number of Warrants").
Upon the effectiveness of this Amendment, all references in the
Confirmation to the "Number of Warrants" will be deemed to be to the Number of
Warrants, as amended hereby and all references in the Confirmation to the
"Transaction" will be deemed to be to the Transaction as amended hereby. Except
to the extent specified below, all other provisions of the Confirmation shall
apply to the Additional Number of Warrants as if such Additional Number of
Warrants were originally subject to the Confirmation. Capitalized terms used
herein without definition shall have the meanings assigned to them in the
Confirmation.
Amendments. The terms relating to the purchase by JPMorgan of the Additional
Number of Warrants are as follows:
1. The "Trade Date" with respect to the Additional Number of Warrants will be
March 23, 2006.
2. The "Number of Warrants" for the Transaction will be "2,474,392" reflecting
an increase of 412,399 Warrants.
3. An additional "Premium" to be determined by the Calculation Agent will be
payable by JPMorgan to the Company with respect to the Additional Number of
Warrants (the "Additional Warrant Premium") on a Currency Business Day to be
specified by the Calculation Agent (such date, the "Additional Warrant Premium
Payment Date") by written notice to the Company in substantially the form of the
pricing supplement set forth in Exhibit A hereto (the "Pricing Supplement") no
later than one Currency Business Day prior to the Additional Warrant Premium
Payment Date.
Repeated Representations. The Company hereby repeats the representations and
warranties set forth in Section 8 and Sections 9(f), (g) and (h) of the
Confirmation; provided that the Company shall be deemed to
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 125 London Wall, London EC2Y 5AJ
Authorised and regulated by the Financial Services Authority
repeat the representation contained in Section 8(e) of the Confirmation on each
day during the period beginning on the date hereof and ending on the Additional
Warrant Premium Payment Date.
Rule 10b-18. The Company further represents that, except as disclosed by the
Company to JPMorgan or as described in the offering memorandum relating to the
Convertible Notes, neither the Company nor any of its affiliates has purchased
any Shares (as contemplated by Rule 10b-18 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) during each of the four calendar weeks
preceding the date hereof. The Company further covenants and agrees that neither
it nor any of its affiliates will purchase any Shares prior to earlier of the
Additional Warrant Premium Payment Date and the Early Unwind Date (as defined
below).
Conditionality and Early Unwind. The respective obligations of the parties
hereunder shall become final and binding only if no Early Unwind Event (as
defined below) shall have occurred and be continuing as of the Early Unwind Date
(as defined below). Notwithstanding the foregoing, the Company and JPMorgan,
intending to be legally bound, hereby acknowledge and agree that in the event
that an Early Unwind Event has occurred and is continuing on the Early Unwind
Date, JPMorgan or one or more of its affiliates, shall terminate its hedging
activities with respect to the portion of the Transaction contemplated by this
Amendment on the Early Unwind Date and each party shall be released and
discharged by the other parties from, and agrees not to make any claim against
the other parties with respect to, any obligations or liabilities of the other
parties arising out of and to be performed in connection with such portion of
the Transaction; provided that, if such Early Unwind Event results from a breach
by the Company of any representation of or any undertaking by the Company
contained in the Purchase Agreement and relating to the issuance by the Company
of additional USD 30,000,000 principal amount of Convertible Notes (the
"Additional Convertible Notes"), the Company shall purchase from JPMorgan on the
Early Unwind Date any Shares purchased by JPMorgan or one or more of its
affiliates in connection with the portion of the Transaction contemplated by
this Amendment and reimburse JPMorgan for any costs or expenses (including
market losses) relating to the unwinding of its reasonable hedging activities in
connection with such portion of the Transaction (including any losses or costs
incurred as a result of its terminating, liquidating, obtaining or
reestablishing any reasonable hedge or related trading position). The amount of
any such reimbursement shall be determined by JPMorgan in its reasonable good
faith discretion. JPMorgan shall notify the Company of such amount, including,
upon the Company's request, an explanation of the basis of determination of such
amount, and the Company shall pay such amount in immediately available funds on
the Early Unwind Date.
For purposes of the foregoing: (i) an "Early Unwind Event" means (a) the failure
to close the Additional Convertible Notes issuance by the Early Unwind Date for
any reason whatsoever or (b) the failure of the Company to comply with any
representations, warranties or undertakings contained in this Amendment; and
(ii) an "Early Unwind Date" means March 28, 2006 or such later date as agreed
upon by the parties.
No Additional Amendments or Waivers. Except as amended hereby, all the terms of
the Transaction and provisions in the Confirmation shall remain and continue in
full force and effect and are hereby confirmed in all respects.
Counterparts. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if all of the signatures
thereto and hereto were upon the same instrument.
Governing Law. The provisions of this Amendment shall be governed by the New
York law (without reference to choice of law doctrine).
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Amendment and returning it in the manner indicated
in the attached cover letter.
Very truly yours,
J.P. Morgan Securities Inc., as agent for
JPMorgan Chase Bank, National Association
By: /s/ Sudheer Tegulapelle
Authorized Signatory
Name: Sudheer Tegulapelle
Accepted and confirmed
as of the Trade Date:
ALBANY INTERNATIONAL CORP.
By: /s/ David C. Michaels
Authorized Signatory
Name: David C. Michaels
- --------------------------------------------------------------------------------
Bank of America(R) [LOGO]
EQUITY FINANCIAL PRODUCTS GROUP
- --------------------------------------------------------------------------------
Bank of America, N.A.
c/o Banc of America Securities LLC
9 West 57th Street, 40th Floor
New York, NY 10019
March 23, 2006
To: Albany International Corp.
1373 Broadway
Albany, New York 12204
Attention: David Michaels
Telephone No.: (518) 445-2212
Facsimile No.: (518) 447-6305
Re: Warrants Transaction Amendment (Ref. No.: NY-21552)
This letter agreement (the "Amendment") amends the terms and conditions of
the Transaction (the "Transaction") entered into between Bank of America, N.A.
("BofA"), and Albany International Corp., a Delaware corporation (the
"Company"), pursuant to a letter agreement dated March 7, 2006 (the
"Confirmation"), pursuant to which BofA has purchased from the Company a Number
of Warrants equal to 1,374,662. This Amendment relates to, and sets forth the
terms of, the purchase by BofA from the Company of an additional Number of
Warrants (the "Additional Number of Warrants").
Upon the effectiveness of this Amendment, all references in the
Confirmation to the "Number of Warrants" will be deemed to be to the Number of
Warrants, as amended hereby and all references in the Confirmation to the
"Transaction" will be deemed to be to the Transaction as amended hereby. Except
to the extent specified below, all other provisions of the Confirmation shall
apply to the Additional Number of Warrants as if such Additional Number of
Warrants were originally subject to the Confirmation. Capitalized terms used
herein without definition shall have the meanings assigned to them in the
Confirmation.
Amendments. The terms relating to the purchase by BofA of the Additional Number
of Warrants are as follows:
1. The "Trade Date" with respect to the Additional Number of Warrants will be
March 23, 2006.
2. The "Number of Warrants" for the Transaction will be "1,649,594" reflecting
an increase of 274,932 Warrants.
3. An additional "Premium" to be determined by the Calculation Agent will be
payable by BofA to the Company with respect to the Additional Number of Warrants
(the "Additional Warrant Premium") on a Currency Business Day to be specified by
the Calculation Agent (such date, the "Additional Warrant Premium Payment Date")
by written notice to the Company in substantially the form of the pricing
supplement set forth in Exhibit A hereto (the "Pricing Supplement") no later
than one Currency Business Day prior to the Additional Warrant Premium Payment
Date.
Repeated Representations. The Company hereby repeats the representations and
warranties set forth in Section 8 and Sections 9(f), (g) and (h) of the
Confirmation; provided that the Company shall be deemed to repeat the
representation contained in Section 8(e) of the Confirmation on each day during
the period beginning on the date hereof and ending on the Additional Warrant
Premium Payment Date.
Rule 10b-18. The Company further represents that, except as disclosed by the
Company to BofA or as described in the offering memorandum relating to the
Convertible Notes, neither the Company nor any of its affiliates has purchased
any Shares (as contemplated by Rule 10b-18 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) during each of the four calendar weeks
preceding the date hereof. The Company further covenants and agrees that neither
it nor any of its affiliates will purchase any Shares prior to earlier of the
Additional Warrant Premium Payment Date and the Early Unwind Date (as defined
below).
Conditionality and Early Unwind. The respective obligations of the parties
hereunder shall become final and binding only if no Early Unwind Event (as
defined below) shall have occurred and be continuing as of the Early Unwind Date
(as defined below). Notwithstanding the foregoing, the Company and BofA,
intending to be legally bound, hereby acknowledge and agree that in the event
that an Early Unwind Event has occurred and is continuing on the Early Unwind
Date, BofA or one or more of its affiliates, shall terminate its hedging
activities with respect to the portion of the Transaction contemplated by this
Amendment on the Early Unwind Date and each party shall be released and
discharged by the other parties from, and agrees not to make any claim against
the other parties with respect to, any obligations or liabilities of the other
parties arising out of and to be performed in connection with such portion of
the Transaction; provided that, if such Early Unwind Event results from a breach
by the Company of any representation of or any undertaking by the Company
contained in the Purchase Agreement and relating to the issuance by the Company
of additional USD 30,000,000 principal amount of Convertible Notes (the
"Additional Convertible Notes"), the Company shall purchase from BofA on the
Early Unwind Date any Shares purchased by BofA or one or more of its affiliates
in connection with the portion of the Transaction contemplated by this Amendment
and reimburse BofA for any costs or expenses (including market losses) relating
to the unwinding of its reasonable hedging activities in connection with such
portion of the Transaction (including any losses or costs incurred as a result
of its terminating, liquidating, obtaining or reestablishing any reasonable
hedge or related trading position). The amount of any such reimbursement shall
be determined by BofA in its reasonable good faith discretion. BofA shall notify
the Company of such amount, including, upon the Company's request, an
explanation of the basis of determination of such amount, and the Company shall
pay such amount in immediately available funds on the Early Unwind Date.
For purposes of the foregoing: (i) an "Early Unwind Event" means (a) the failure
to close the Additional Convertible Notes issuance by the Early Unwind Date for
any reason whatsoever or (b) the failure of the Company to comply with any
representations, warranties or undertakings contained in this Amendment; and
(ii) an "Early Unwind Date" means March 28, 2006 or such later date as agreed
upon by the parties.
No Additional Amendments or Waivers. Except as amended hereby, all the terms of
the Transaction and provisions in the Confirmation shall remain and continue in
full force and effect and are hereby confirmed in all respects.
Counterparts. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if all of the signatures
thereto and hereto were upon the same instrument.
Governing Law. The provisions of this Amendment shall be governed by the New
York law (without reference to choice of law doctrine).
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this Amendment and returning it in the manner indicated
in the attached cover letter.
Very truly yours,
Bank of America, N.A.
By: /s/ Eric P. Hambleton
Authorized Signatory
Name: Eric P. Hambleton
Accepted and confirmed
as of the Trade Date:
ALBANY INTERNATIONAL CORP.
By: /s/ David C. Michaels
Authorized Signatory
Name: David C. Michaels