U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 20, 2006
(Date of earliest event reported)
ALBANY INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1373 Broadway, Albany, New York 12204
(518) 445-2200
(Address and telephone number of the registrant's principal executive offices)
Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On September 20, 2006, the parties to the Receivables Sale Agreement, dated as
of September 21, 2001 (the "RS Agreement") among Albany International
Receivables Corporation ("AIRC"), Albany International Corp. (the "Company"),
ABN AMRO Bank N.V., as agent for the purchaser, the committed purchasers party
thereto, and Amsterdam Funding Corporation, a Delaware corporation, terminated
such agreement. A copy of the termination and release agreement is furnished as
Exhibit 99.1 to this report. At the same time, AIRC repurchased from ABN AMRO
Bank N.V., as agent for the purchasers, the entire interest of the agent and the
purchasers in receivables originated by the Company and its subsidiaries.
AIRC is a "Qualified Special Purpose Entity" under Financial Accounting
Standards Board No. 140 and is a wholly owned subsidiary of Albany International
Corp. ABN AMRO Bank N.V. is a lender under the Company's primary revolving
credit facility and may provide other banking and financial services to the
Company from time to time.
Also on September 20, 2006, the Company, AIRC and certain subsidiaries of the
Company parties to the Purchase and Sale Agreement (the "PS Agreement"), dated
as of September 28, 2001 (as amended), terminated such agreement. A copy of the
termination and release agreement is furnished as Exhibit 99.2 to this report.
At the same time, the Company and such subsidiaries repurchased all outstanding
accounts receivable previously sold to AIRC.
Reference is made to Note 6 of the Notes to Consolidated Financial Statements in
Item 8 of the Company's Annual Report on Form 10-K for the year ended December
31, 2005, for a discussion of the accounts receivable trade securitization
program effectively terminated as the result of these events.
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/ Charles J. Silva, Jr.
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Name: Charles J. Silva, Jr.
Title: Vice President - General Counsel and Secretary
Date: September 25, 2006
Index to Exhibits
Exhibit No. Description
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99.1 Termination and Release Agreement (dated September 20,
2006), among the Registrant, Albany International
Receivables Corporation, ABN AMRO Bank of N.V., as the
agent of certain purchasers party thereto, and Amsterdam
Funding Corporation.
99.2 Termination and Release Agreement (dated September 20,
2006), among the Registrant, Albany International
Receivables Corporation, and certain subsidiaries of the
Registrant.
Exhibit 99.1
TERMINATION AND RELEASE AGREEMENT
TERMINATION AND RELEASE AGREEMENT dated as of September 20, 2006 (this
"Agreement"), by and among Albany International Corp., a Delaware corporation
(the "Parent"), Albany International Receivables Corporation, a Cayman Islands
company ("Albany International"), the Parent, as collection agent (in such
capacity, the "Collection Agent"), Amsterdam Funding Corporation ("Amsterdam"),
ABN AMRO Bank N.V., as agent for the purchasers ("Purchaser") and the committed
purchasers ("Committed Purchasers") party to the Receivables Sale Agreement (as
defined below) (in such capacity, the "Agent") in connection with and under the
Receivables Sale Agreement dated as of September 28, 2001, as amended, by and
among Albany International, as Seller (the "Seller"), the Collection Agent,
Amsterdam, the Committed Purchasers from time to time party thereto and the
Agent (the "Receivables Sale Agreement"). Capitalized terms shall have the
meanings assigned to such terms in the Receivables Sale Agreement.
WHEREAS, pursuant to the Receivables Sale Agreement, the Seller has sold,
and through the Effective Date will continue to sell interests in its
Receivables (the "Released Receivables") to the Agent on behalf of Amsterdam and
the Committed Purchasers;
WHEREAS, the parties to the Receivables Sale Agreement wish to terminate
the rights and obligations of the Seller under the Receivables Sale Agreement
and to terminate each Lock-Box Agreement and to reconvey to the Seller the
Released Receivables on the terms and conditions set forth herein;
WHEREAS, the parties to the Receivables Sale Agreement consent to the
termination of the rights and obligations of the Seller under the Receivables
Sale Agreement and to the termination of the Lock-Box Agreements and the
reconveyance of the Released Receivables;
WHEREAS, pursuant to the Receivables Sale Agreement, the Seller granted
security interests and other rights in the Released Receivables and certain bank
accounts to the Agent;
WHEREAS, the Seller wishes the above-mentioned security interests to be
released;
WHEREAS, the Agent, on behalf of Amsterdam and the Committed Purchasers,
desires to sell and assign to the Seller all of the Released Receivables upon
the terms and conditions hereinafter set forth; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed by and among
the parties hereto as follows:
Section 1. Release from Receivables Sale Agreement and Lock-Box
Agreements.
(a) The Agent, on behalf of Amsterdam and the Committed Purchasers, does
hereby release and discharge any and all right, title and interest that it may
now or hereafter have or may now or hereafter be entitled to by virtue of the
Receivables Sale Agreement in all receivables of the Seller including without
limitation the Released Receivables and does hereby declare the same fully
released and discharged from any and all security interests created by virtue of
or in connection with the Receivables Sale Agreement.
(b) The Agent, on behalf of Amsterdam and the Committed Purchasers, does
hereby release and discharge, effective as of the Effective Date, any and all
right, title and interest that it may have or be entitled to by virtue of or in
connection with the Receivables Sale Agreement, the Lock-Box Agreement(s), in
the related Lock-Box Account(s) named on Schedule I hereto (the "Released
Lock-Box Accounts").
(c) No amounts will accrue hereafter under the Fee Letter, dated September
28, 2001 from Albany to Amsterdam and ABN AMRO Bank N.V.
(d) The Transfer Agreement is hereby terminated without further liability
of the parties thereto.
Section 2. Release of Liens. The Agent, on behalf of Amsterdam and the
Committed Purchasers, agrees to execute and deliver to Albany International or
such Originator proper financing statements (Form UCC-3) or other instruments or
documents, if any, necessary to release all security interests and other rights
of the Agent on behalf of Amsterdam and the Committed Purchasers in and to the
Released Receivables pursuant to the Receivables Sale Agreement or otherwise.
Section 3. Sale of Receivables. Without recourse, representation or
warranty (except as set forth below), the Agent, on behalf of Amsterdam and the
Committed Purchasers, hereby sells, assigns, transfers and conveys to the
Seller, and the Seller hereby purchases from the Agent on behalf of Amsterdam
and the Committed Purchasers, all of the Agent's right, title and interest to
and under such Released Receivables outstanding on the date hereof, and all
proceeds of the foregoing. The Agent hereby represents that neither the Agent
nor any Purchaser has encumbered or transferred any right, title or interest in
and to the Released Receivables.
Section 4. UCC Financing Statement. The Agent, on behalf of Amsterdam and
the Committed Purchasers, agrees to execute and deliver to Albany International
any proper financing statements (Form UCC-1) or other instruments or documents,
if any, with respect to Released Receivables sold by the Agent on behalf of
Amsterdam and the Committed Purchasers hereunder meeting the requirements of
applicable state law in such manner and in such jurisdiction as are necessary to
perfect and protect the interests of Albany International and to deliver either
the originals of such financing statements or a file-stamped copy of such
financing statements or other evidence of such filings to Albany International;
provided, that in no event shall any other party be authorized to file any
financing statements naming any Committed Purchaser or Amsterdam as a debtor or
seller.
Section 5. Conditions Precedent. This Termination and Release shall become
effective only upon satisfaction of the following conditions precedent: (i) the
execution and delivery hereof by the Seller, the Agent, Amsterdam and the
Committed Purchasers and (ii) receipt by the Agent of $39,859,613.85,
constituting payment in full of all indebtedness, liabilities and obligations
owing to the Agent, Amsterdam and the Committed Purchasers under the Receivables
Sale Agreement and the other Transaction Documents as of the date hereof.
Section 6. Further Assurances. The Agent, on behalf of Amsterdam and the
Committed Purchasers, hereby agrees to execute any and all further documents,
agreements and instruments prepared by the Parent, and take all further action
(at the expense of the Parent) that may be required by law or otherwise,
necessary or desirable to give effect to this Agreement and effectuate the
termination of the Lock-Box Agreements.
Section 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 8. Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall constitute an original and all
of which, when taken together, shall constitute one agreement. Delivery of an
executed counterpart of a signature page of this Agreement shall be effective as
delivery of a manually executed counterpart of this Agreement.
Section 9. Beneficiaries. This Agreement shall be binding upon and inure
to the benefit of the Agent, Amsterdam, the Committed Purchasers, and the Seller
and their respective successors and assigns.
Section 10. Headings. Section headings in this Termination and Release are
included for convenience of reference only and are not part of this agreement
for any other purpose.
The undersigned confirm that the Liquidity Termination Date is the date
hereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Termination and Release Agreement as of the date first written above (the
"Effective Date").
ALBANY INTERNATIONAL RECEIVABLES
CORPORATION, as Seller
By: /s/ David C. Michaels
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Name: David C. Michaels
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Title: President & Treasurer
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ABN AMRO BANK N.V., as Agent
By: /s/ Brandy Han
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Name: Brandy Han
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Title: Vice President
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By: /s/ Kristina Neville
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Name: Kristina Neville
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Title: Vice President
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AMSTERDAM FUNDING CORPORATION
By: /s/ Bernard J. Angelo
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Name: Bernard J. Angelo
------------------
Title: Vice President
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ABN AMRO BANK N.V., as the Committed
Purchaser
By: /s/ Brandy Han
--------------
Name: Brandy Han
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Title: Vice President
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By: /s/ Kristina Neville
--------------------
Name: Kristina Neville
-----------------
Title: Vice President
---------------
Schedule I
Released Sellers & Lock-Box Accounts
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COLLECTION ACCOUNT(S) LOCK-BOX NUMBER(S) LOCK-BOX BANK
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1868-085316, 20079900 123799, 75169, 75150, 751538, 75158 and Wachovia Bank, National Association
2079900 136692 and 2079900 136689 752020
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502-59058 3241 and 414034 Bank of America
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90001 0370312 123 Bank of Nova Scotia
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Exhibit 99.2
Termination of Purchase and Sale Agreement
Reference is made to the Purchase and Sale Agreement, dated as of
September 28, 2001, among Albany International Corp., Geschmay Corp., Albany
International Research Co., Albany International Techniweave, Inc., Albany
International Canada Inc., M&I Door Systems Ltd. and Albany International
Receivables Corporation (as amended, the "Purchase and Sale Agreement").
Capitalized terms used and not defined herein have the respective meanings
set forth in the Purchase and Sale Agreement.
In consideration of the Originators' payments to Buyer on the date hereof
of the respective amounts indicated in Exhibit A attached hereto, (i) the Buyer
hereby sells, transfers and conveys to each Originator the outstanding
receivables originated by such Originator and heretofore purchased by Buyer,
(ii) the undersigned hereby terminate the Purchase and Sale Agreement, which
will have no further force or effect, and (iii) the Originators agree that the
Limited Guaranty delivered by Albany International Corp., guarantying the
obligations of the Buyer under the Purchase and Sale Agreement, is hereby
terminated and will have no further force or effect.
Dated: September 20, 2006
ALBANY INTERNATIONAL CORP. GESCHMAY CORP.
By: /s/ Charles J. Silva, Jr. By: /s/ Charles J. Silva, Jr.
---------------------------- ----------------------------
Charles J. Silva, Jr. , VP & Gen. Counsel Charles J. Silva, Jr., VP &
Secretary
ALBANY INTERNATIONAL ALBANY INTERNATIONAL TECHNIWEAVE,
RESEARCH CO. INC.
By: /s/ Charles J. Silva, Jr. By: /s/ Charles J. Silva, Jr.
----------------------------- -----------------------------
Charles J. Silva, Jr., Vice President Charles J. Silva, Jr.,
Secretary
ALBANY INTERNATIONAL M&I DOOR SYSTEMS LTD.
CANADA CORP.
By: /s/ Charles J. Silva, Jr. By: /s/ Charles J. Silva, Jr.
----------------------------- ----------------------------
Charles J. Silva, Jr., VP & Secretary Charles J. Silva, Jr., VP &
Secretary
ALBANY INTERNATIONAL RECEIVABLES
CORPORATION
By: /s/ David C. Michaels
-------------------------
David C. Michaels, President & Treasurer
EXHIBIT A
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(2)
Portion of Total Payment
effected by cancellation
(1) of debt owed to that Net Cash Payment
Originator Total Payment Originator by the Buyer [(1) - (2)]
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Albany International Corp. 38,025,012 14,819,961 23,205,051
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Geschmay Corp. 2,291,976 -40,347 2,332,323
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Albany International Research Co. 0 0 0
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Albany International 2,416,663 511,863 1,904,800
Techniweave, Inc.
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Albany International Canada Inc. 14,253,409 2,802,279 11,451,130
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M&I Door Systems Ltd. 1,068,923 294,334 774,589
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