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: August 28, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
On August 28, 2006, Albany International Corp. ("the Registrant") entered a
First Amendment (the "First Amendment Agreement") with JPMorgan Chase Bank,
N.A., As Administrative Agent and JPMorgan Europe Limited, as London Agent,
amending the Five-year Revolving Credit Agreement dated as of April 16, 2006
into a $460 million Five-Year Revolving Credit Facility Agreement (the "Revolver
Agreement") with JPMorgan Chase Bank, N.A., As Administrative Agent, J.P. Morgan
Europe Limited, as London Agent, Bank of America, N.A., Bank of Tokyo Mitsubishi
UFJ Trust Company, Wachovia Bank, N.A., Sumitomo Mitsui Banking Corporation,
Citizens Bank of Massachusetts, ABN AMRO Bank N.V., HSBC Bank USA, N.A., Nordea
Bank Finland PLC, Manufacturers and Traders Trust Company, TD Northbank, N.A.
and First Niagara Bank. The First Amendment Agreement provides clarification to
the restrictive covenants relating to permitted acquisitions and the limitations
on investments, loans, or advances t certain non-U.S. subsidiaries.
A copy of this amendment is furnished as an Exhibit to this report. A copy of
the Revolver Agreement was previously filed as an exhibit to the Company's
Current Report on Form 8-K filed April 20, 2006.
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/ Michael C. Nahl
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Name: Michael C. Nahl
Title: Executive Vice President and
Chief Financial Officer
Date: August 30, 2006
Index to Exhibits
Exhibit No. Description
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10k(iii) First Amendment to Five-Year Revolving Credit Agreement dated as of
April 16, 2006
Exhibit 10k(iii)
First Amendment to Five-Year Revolving Credit Agreement
dated as of April 16, 2006
FIRST AMENDMENT dated as of August [o], 2006 (this "Amendment") to the
FIVE-YEAR REVOLVING CREDIT FACILITY AGREEMENT dated as of April 16, 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 J. P. MORGAN 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 so to 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. Amendment to the Credit Agreement. Effective as of the First
Amendment Effective Date (as defined below), the Credit Agreement is hereby
amended as follows:
(a) clause (d) of Section 6.07 of the Credit Agreement is hereby
amended to read as follows:
"(d) acquisitions of assets of or Equity Interests in other Persons
if, at the time of and after giving pro forma effect to each such
acquisition and any related incurrences of Indebtedness, the
Leverage Ratio does not exceed 3.00 to 1.00, and loans or advances
to Subsidiaries to provide funds required to effect such
acquisitions".
(b) clause (e)(v) of Section 6.07 of the Credit Agreement is hereby
amended to read as follows:
"(v) any investment, loan or advance by any Loan Party to any
Subsidiary that is not a Loan Party (whether directly or indirectly
through one or more intervening Subsidiaries that are not Loan Parties)
and the business operations of which are in China, Korea or Brazil;
provided that each investment, loan or advance referred to in the
preceding clause (v) must be in an outstanding principal amount which,
together with the aggregate outstanding principal amount of all other
investments, loans and advances permitted by such clause (v), shall not
exceed $150,000,000 at any time".
SECTION 2. 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 after giving effect to this Amendment, (a) the representations
and warranties set forth in Article III of the Credit Agreement are
true and correct in all material respects on and as of the date
hereof, except to the extent such representations and warranties
expressly relate to an earlier date and (b) no Default has occurred
and is continuing.
SECTION 3. Effectiveness. This Amendment shall become effective as
of the first date (the "First Amendment Effective Date") on which
the Administrative Agent shall have received counterparts of this
Amendment that, when taken together, bear the signatures of the
Company and the Required Lenders.
SECTION 4. 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. 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 First Amendment Effective Date, any reference to the
Credit Agreement contained in the Loan Documents shall mean the
Credit Agreement as modified hereby.
SECTION 5. 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 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Headings. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 8. Expenses. The Company agrees to reimburse the
Administrative Agent for all out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, counsel for the
Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first above written.
ALBANY INTERNATIONAL CORP.,
by
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Name:
Title:
JPMORGAN CHASE BANK, N.A.,
individually in its capacity as a
Lender and in its capacity as
Administrative Agent,
by
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Name:
Title:
Lender signature page to the
First Amendment to the
Albany International Corp. Credit Agreement
To approve this Amendment:
Institution:__________________________,
By
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Name:
Title:
For any Lender requiring a second signature line:
By
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Name:
Title: