-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LweT6a04z6+pzu2xLjX6vHHsbb6f/0/SycGxsjHtL1t0wLWJ4Svqr0W1YbdB6562 ulmjLgyLsQawGldiVjzsbA== 0000891092-06-002788.txt : 20060926 0000891092-06-002788.hdr.sgml : 20060926 20060926103736 ACCESSION NUMBER: 0000891092-06-002788 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060920 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20060926 DATE AS OF CHANGE: 20060926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBANY INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000819793 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 140462060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10026 FILM NUMBER: 061107856 BUSINESS ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 BUSINESS PHONE: 5184452200 MAIL ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 FORMER COMPANY: FORMER CONFORMED NAME: ALBINT INC DATE OF NAME CHANGE: 19870924 8-K 1 e25098_8k.txt FORM 8-K U.S. 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: 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. ------------------------- Name: Charles J. Silva, Jr. Title: Vice President - General Counsel and Secretary Date: September 25, 2006 Index to Exhibits Exhibit No. Description - ----------- ----------- 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. EX-99.1 2 e25098ex99_1.txt TERMINATION AND RELEASE AGREEMENT 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 --------------------- Name: David C. Michaels ------------------ Title: President & Treasurer ---------------------- ABN AMRO BANK N.V., as Agent By: /s/ Brandy Han -------------- Name: Brandy Han ----------- Title: Vice President --------------- By: /s/ Kristina Neville -------------------- Name: Kristina Neville ----------------- Title: Vice President --------------- AMSTERDAM FUNDING CORPORATION By: /s/ Bernard J. Angelo --------------------- Name: Bernard J. Angelo ------------------ Title: Vice President --------------- ABN AMRO BANK N.V., as the Committed Purchaser By: /s/ Brandy Han -------------- Name: Brandy Han ----------- Title: Vice President --------------- By: /s/ Kristina Neville -------------------- Name: Kristina Neville ----------------- Title: Vice President --------------- Schedule I Released Sellers & Lock-Box Accounts
- --------------------------------------------------------------------------------------------------------------------- COLLECTION ACCOUNT(S) LOCK-BOX NUMBER(S) LOCK-BOX BANK - --------------------------------------------------------------------------------------------------------------------- 1868-085316, 20079900 123799, 75169, 75150, 751538, 75158 and Wachovia Bank, National Association 2079900 136692 and 2079900 136689 752020 - --------------------------------------------------------------------------------------------------------------------- 502-59058 3241 and 414034 Bank of America - --------------------------------------------------------------------------------------------------------------------- 90001 0370312 123 Bank of Nova Scotia - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - --------------------------------------------------------------------------------------------------------------------- ________________ ________________ ________________ - ---------------------------------------------------------------------------------------------------------------------
EX-99.2 3 e25098ex99_2.txt TERMINATION OF PURCHASE AND SALE AGREEMENT 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 ---------
- ------------------------------------------------------------------------------------------------------------- (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)] - ------------------------------------------------------------------------------------------------------------- Albany International Corp. 38,025,012 14,819,961 23,205,051 - ------------------------------------------------------------------------------------------------------------- Geschmay Corp. 2,291,976 -40,347 2,332,323 - ------------------------------------------------------------------------------------------------------------- Albany International Research Co. 0 0 0 - ------------------------------------------------------------------------------------------------------------- Albany International 2,416,663 511,863 1,904,800 Techniweave, Inc. - ------------------------------------------------------------------------------------------------------------- Albany International Canada Inc. 14,253,409 2,802,279 11,451,130 - ------------------------------------------------------------------------------------------------------------- M&I Door Systems Ltd. 1,068,923 294,334 774,589 - -------------------------------------------------------------------------------------------------------------
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