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) September 23, 2005
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
On September 23, 2005, Albany International Corp. (the "Company") amended the
Receivables Sale Agreement (the "Agreement") among Albany International
Receivables Corporation, Albany International Corp., ABN AMRO Bank N.V., as
agent for the Purchaser, the committed purchasers party thereto and Amsterdam
Funding Corporation, a Delaware corporation. The purpose of the amendment was to
extend the "Liquidity Termination Date" from September 23, 2005 to September 22,
2006. A copy of this amendment is furnished as Exhibit 99.1 to this report.
Albany International Receivables Corporation 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.
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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
(Principal Financial Officer)
Date: September 29, 2005
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Eighth Amendment (dated September 23, 2005) to Receivables
Sale Agreement, dated as of September 28, 2002, among the
Registrant as the Collection Agent, Albany International
Receivables Corporation as the Seller, ABN AMRO Bank of N.V.,
as the Agent the Committed Purchasers party thereto, and
Amsterdam Funding Corporation.
Exhibit 99.1
AMENDMENT
DATED AS OF SEPTEMBER 23, 2005
TO RECEIVABLES SALE AGREEMENT
DATED AS OF SEPTEMBER 28, 2002
THIS AMENDMENT (the "Amendment"), dated as of September 23, 2005, is
entered into among Albany International Receivables Corporation (the "Seller"),
Albany International Corp. ( the "Initial Collection Agent," and, together with
any successor thereto, the "Collection Agent"), , ABN AMRO Bank N.V., as agent
for the Purchaser (the "Agent"), the committed purchasers party thereto (the
"Committed Purchasers") and Amsterdam Funding Corporation, a Delaware
corporation ("Amsterdam");
WITNESSETH:
WHEREAS, the Seller, Collection Agent, Agent, Committed Purchasers and
Amsterdam have heretofore executed and delivered a Receivables Sale Agreement,
dated as of September 28, 2001 (as amended, supplemented or otherwise modified
through the date hereof, the "Sale Agreement"),
WHEREAS, the parties hereto desire to amend the Sale Agreement as provided
herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree that
the Sale Agreement shall be and is hereby amended as follows:
Section 1. The defined term "Liquidity Termination Date" appearing in
Schedule I to the Sale Agreement is hereby amended by deleting the date
"September 23, 2005" appearing in clause (d) thereof and inserting in its place
the date "September 22, 2006".
Section 2. This Amendment shall become effective on the date the Agent has
received (i) counterparts hereof executed by the Seller, Collection Agent, each
Purchaser, Amsterdam and the Agent and (ii) the acknowledgment and consent in
the form set forth below duly executed and delivered by the Parent.
Section 3. This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
Section 4. Except as specifically provided above, the Sale Agreement and
the other Transaction Documents shall remain in full force and effect and are
hereby ratified and confirmed in all respects. The execution, delivery, and
effectiveness of this Amendment shall not operate as a waiver of any right,
power, or remedy of any Agent or any Purchaser under the
Sale Agreement or any of the other Transaction Documents, nor constitute a
waiver or modification of any provision of any of the other Transaction
Documents. All defined terms used herein and not defined herein shall have the
same meaning herein as in the Sale Agreement. The Seller agrees to pay on demand
all costs and expenses (including reasonable fees and expenses of counsel) of or
incurred by the Agent and each Purchaser Agent in connection with the
negotiation, preparation, execution and delivery of this Amendment.
Section 5. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the law of
the State of New York.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.
ABN AMRO BANK N.V., as the Agent, as the
Committed Purchaser
By: /s/ Thomas J. Educate
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Title: SVP
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By: /s/ Bernard Koh
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Title: Senior Vice President
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AMSTERDAM FUNDING CORPORATION
By: /s/ Andrew Stidd
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Title: President
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ALBANY INTERNATIONAL RECEIVABLES
CORPORATION, as Seller
By: /s/ David C. Michaels
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Title: Vice President - Treasury & Tax
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ALBANY INTERNATIONAL CORP., as Initial
Collection Agent
By: /s/ Charles J. Silva, Jr.
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Title: Vice President - General Counsel
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GUARANTOR'S ACKNOWLEDGMENT AND CONSENT
The undersigned, Albany International Corp., has heretofore executed and
delivered the Limited Guaranty dated as of September 28, 2001 (the "Guaranty")
and hereby consents to the Amendment to the Sale Agreement as set forth above
and confirms that the Guaranty and all of the undersigned's obligations
thereunder remain in full force and effect. The undersigned further agrees that
the consent of the undersigned to any further amendments to the Sale Agreement
shall not be required as a result of this consent having been obtained, except
to the extent, if any, required by the Guaranty referred to above.
ALBANY INTERNATIONAL CORP.
By: /s/ Charles J. Silva, Jr.
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Title: Vice President - General Counsel
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