EX-10.I(II) 2 a2042040zex-10_iii.txt EXHIBIT 10(I)(II) 1 EXHIBIT 10(i)(ii) Amendment to Credit Agreement CONFORMED COPY AMENDMENT NO. 1 dated as of December 22, 1999 (this "AMENDMENT"), to the CREDIT AGREEMENT dated as of August 11, 1999 (the "CREDIT AGREEMENT"), among ALBANY INTERNATIONAL CORP., a Delaware corporation (the "COMPANY"), the BORROWING SUBSIDIARIES from time to time party thereto, the Lenders referred to therein, THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), and CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent. The Borrower has requested that certain terms of the Credit Agreement be amended, and the Required Lenders are willing, on the terms and subject to the conditions set forth herein, to agree to amend the Credit Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as set forth below. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. SECTION 1. AMENDMENT TO SECTION 1.01. Section 1.01 of the Credit Agreement is hereby amended by amending the definition of "Collateral Requirement" as described below: (a) Clause (a) of the definition of "Collateral Requirement" is hereby amended to read as follows: "one or more Pledge Agreements (or supplements thereto) shall have been duly executed and delivered by each Borrower, each Domestic Subsidiary (other than (i) any Domestic Subsidiary that is a subsidiary of a Foreign Subsidiary and (ii) so long as it does not own Specified Intercompany Indebtedness (as defined below) or Equity Interests in any Material Subsidiary, Wangner Systems Corporation) and each Foreign Subsidiary that is a Borrower or direct or indirect parent corporation of a Foreign Subsidiary that is a Borrower existing at such time and directly owning any outstanding Equity Interests in any other Subsidiary (other than an Excluded Foreign Subsidiary) or any Indebtedness (other than Indebtedness arising under clause (c) or (d) of the definition of Indebtedness) of the Company or any Subsidiary in a principal amount greater than $1,000,000 ("Specified Intercompany Indebtedness"), and there shall have been duly and validly pledged to the Collateral Agent thereunder, for the ratable benefit of the Secured Parties, as security for all the Obligations, (i) all the outstanding Equity Interests in each Domestic Subsidiary owned directly by the Company or any Domestic Subsidiary party to the Pledge Agreement, (ii) 65% of the outstanding Equity Interests (or such lesser percentage as shall be owned by the Company and the Domestic Subsidiaries party to the Pledge Agreements) in each Foreign Subsidiary owned in whole or in part directly by the Company or any Domestic Subsidiary party to a Pledge Agreement (other than Equity Interests in any Excluded Foreign Subsidiary), and (iii) all Specified Intercompany Indebtedness that is owed to the Company or any Domestic Subsidiary party to the Pledge Agreement". 2 (b) The following sentence is added to the end of the definition of "Collateral Requirement": "The foregoing definition shall not require the creation or perfection of pledges of or security interests in particular assets of the Company and the Subsidiaries if and for so long as, in the judgment of the Administrative Agent, the cost of creating or perfecting such pledges or security interests in such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom." SECTION 2. AGREEMENT WITH RESPECT TO CERTAIN PLEDGED SHARES. (a) Notwithstanding any other provision of the Credit Agreement or the Pledge Agreements (including, but not limited to, Section 5.11(b) of the Credit Agreement and the granting clauses of the Pledge Agreements), so long as Albany International Holdings One, Inc. and Albany International Holdings Two, Inc. are not engaged in the operation of any businesses other than the ownership of Foreign Subsidiaries and do not own any assets other than Equity Interests in Foreign Subsidiaries, the Obligations of the Company and the Domestic Subsidiaries shall be secured by not more than 65% of the outstanding Equity Interests in Albany International Holdings One, Inc. or Albany International Holdings Two, Inc. The Collateral Agent is authorized and directed to enter into such amendments to the Pledge Agreements as it shall deem appropriate to give effect to the provisions of this paragraph. (b) Notwithstanding the provisions of Section 5.11(b) of the Credit Agreement or Schedule II to the Pledge Agreement, due to the recision of the transfer by the Company of the Equity Interests of Telas Industriales de Mexico S.A. de C.V., a Mexican Subsidiary, to Albany International Holdings Two, Inc., such Equity Interests are permitted, with effect from August 24, 1999, to be owned directly by, and pledged by, the Company. SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders and the Administrative Agent that: (a) This Amendment has been duly authorized, executed and delivered by the Borrower, and each of this Amendment and the Credit Agreement, after giving effect to this Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law). (b) The representations and warranties contained in Article III of the Credit Agreement, after giving effect to this Amendment, are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date. (c) No Default or Event of Default has occurred and is continuing or would result from the execution and delivery of this Amendment. 3 SECTION 4. EFFECTIVENESS. This Amendment shall become effective as of the date first written above on the date on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the authorized signatures of the Borrower, the Required Lenders and the Administrative Agent. SECTION 5. LIMITED 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. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 6. 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 transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. HEADINGS. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. ALBANY INTERNATIONAL CORP., by/s/ FRANK R. SCHMELER ----------------------------------------- Name: Frank R. Schmeler Title: President THE CHASE MANHATTAN BANK, individually, and as Administrative Agent, by/s/ KRISTIN SANDS ----------------------------------------- Name: Kristin Sands Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF DECEMBER 22, 1999, TO THE ALBANY INTERNATIONAL CORP. CREDIT AGREEMENT DATED AS OF AUGUST 11, 1999 NAME OF INSTITUTION: ABN AMRO BANK N.V. ------------------ by /s/ ROBERT W. CASEY, JR. ---------------------------------------- Name: Robert W. Casey, Jr. Title: Group Vice President by /s/ CHRISTOPHER M. PLUMB ---------------------------------------- Name: Christopher M. Plumb Title: Vice President NAME OF INSTITUTION: CREDIT AGRICOLE INDOSUEZ ------------------------ by /s/ CRAIG WELCH ---------------------------------------- Name: Craig Welch Title: First Vice President by /s/ SARAH MCCLINTOCK ---------------------------------------- Name: Sarah McClintock Title: Vice President NAME OF INSTITUTION: BANK ONE, NA (MAIN OFFICE CHICAGO) ---------------------------------- by /s/ ANDREA S. KANTOR ---------------------------------------- Name: Andrea S. Kantor Title: Vice President NAME OF INSTITUTION: BANK OF AMERICA, N.A. --------------------- by /s/ JOHN W. POCALYKO ---------------------------------------- Name: John W. Pocalyko Title: Managing Director SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF DECEMBER 22, 1999, TO THE ALBANY INTERNATIONAL CORP. CREDIT AGREEMENT DATED AS OF AUGUST 11, 1999 NAME OF INSTITUTION: BANK BOSTON, N.A. ---------------- by /s/ MICHAEL C. ANKROM, JR. ---------------------------------------- Name: Michael C. Ankrom, Jr. Title: Vice President NAME OF INSTITUTION: BANK OF MONTREAL ---------------- by /s/ BRIAN L. BANKE ---------------------------------------- Name: Brian L. Banke Title: Director NAME OF INSTITUTION: THE BANK OF NEW YORK -------------------- by /s/ THOMAS C. MCCROHAN -------------------------------- Name: Thomas C. McCrohan Title: Vice President NAME OF INSTITUTION: CITIBANK, N.A. -------------- by /s/ STUART G. MILLER ----------------------------------------- Name: Stuart G. Miller Title: Managing Director NAME OF INSTITUTION: CREDIT SUISSE FIRST BOSTON -------------------------- by /s/ JOEL GLODOWSKI Name: Joel Glodowski Title: Managing Director by /s/ DAVID W. KRATOVIL ------------------------------------- Name: David W. Kratovil Title: Director SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF DECEMBER 22, 1999, TO THE ALBANY INTERNATIONAL CORP. CREDIT AGREEMENT DATED AS OF AUGUST 11, 1999 NAME OF INSTITUTION: DRESDNER BANK AG, NEW YORK -------------------------- AND GRAND CAYMAN BRANCHES by /s/ KEN HAMILTON ---------------------------------------- Name: Ken Hamilton Title: Senior Vice President by /s/ DEBORAH SLUSARCZYK ---------------------------------------- Name: Deborah Slusarczyk Title: Vice President NAME OF INSTITUTION: EVERGREEN BANK, N.A. -------------------- by /s/ JEROME A. MASTRIANNI ---------------------------------------- Name: Jerome A. Mastrianni Title: Vice President NAME OF INSTITUTION: FLEET NATIONAL BANK ------------------- by /s/ MICHAEL C. ANKROM, JR. ---------------------------------------- Name: Michael C. Ankrom, Jr. Title: Vice President NAME OF INSTITUTION: HSBC BANK USA ------------- by /s/ WILLIAM M. HOLLAND ---------------------------------------- Name: William M. Holland Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF DECEMBER 22, 1999, TO THE ALBANY INTERNATIONAL CORP. CREDIT AGREEMENT DATED AS OF AUGUST 11, 1999 NAME OF INSTITUTION: SANWA BANK LIMITED ------------------ by /s/ STEPHEN C. SMALL ---------------------------------------- Name: Stephen C. Small Title: Vice President and Area Manager NAME OF INSTITUTION: KEYBANK NATIONAL ASSOCIATION by /s/ DANIEL W. LALLY ---------------------------------------- Name: Daniel W. Lally Title: Assistant Vice President NAME OF INSTITUTION: CREDIT LYONNAIS NEW YORK BRANCH ------------------------------- by /s/ SCOTT R. CHAPPELKA ---------------------------------------- Name: Scott R. Chappelka Title: Vice President NAME OF INSTITUTION: MERITA BANK PLC, NEW YORK BRANCH ------------------------------------- by /s/ ANU SEPPALA ---------------------------------------- Name: Anu Seppala Title: Vice President by /s/ WILLIAM KELLER ---------------------------------------- Name: William Keller Title: Vice President NAME OF INSTITUTION: THE BANK OF NOVA SCOTIA ----------------------- by /s/ J. ALAN EDWARDS ---------------------------------------- Name: J. Alan Edwards Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF DECEMBER 22, 1999, TO THE ALBANY INTERNATIONAL CORP. CREDIT AGREEMENT DATED AS OF AUGUST 11, 1999 NAME OF INSTITUTION: THE SUMITOMO BANK, LIMITED -------------------------- by s/ JOHN C. KISSINGER ---------------------------------------- Name: John C. Kissinger Title: General Manager NAME OF INSTITUTION: SUNTRUST BANK ATLANTA --------------------- by /s/ BRADLEY J. STAPLES ---------------------------------------- Name: Bradley J. Staples Title: Director NAME OF INSTITUTION: TROY SAVINGS BANK ----------------- by /s/ STEPHAN VON SCHENK ---------------------------------------- Name: Stephan von Schenk Title: Vice President NAME OF INSTITUTION: WACHOVIA BANK, N.A. ------------------- by /s/ SHARON PRINCE ---------------------------------------- Name: Sharon Prince Title: Vice President