EXECUTION
COPY
EXHIBIT
(10.6)
This
is an AMENDMENT AGREEMENT, dated as of April 6, 2009 (this “
Amendment Agreement ”), under the Exchange Agreement,
dated as of April 3, 2009 (the “ Exchange Agreement
”), by and between J.P. Morgan Securities Inc. (the “
Noteholder ”) and Albany International Corp. (the
“ Company ” and together with the Noteholder,
the “ Parties ”). Capitalized terms used but not
otherwise defined herein shall have the meaning assigned to them in
the Exchange Agreement.
WHEREAS, the Parties
entered into the Exchange Agreement pursuant to which the
Noteholder agreed to exchange a fixed amount of $93,984,000 in
aggregate principal amount of the Company’s 2.25% Convertible
Senior Notes due 2026 (the “ Convertible Notes
”) for (i) an equivalent amount of the Company’s 2.25%
Senior Notes due 2026 plus (ii) the Cash Payment (as defined
in the Exchange Agreement) per Convertible Note; and
WHEREAS, the Parties
have agreed to make certain amendments to the terms and conditions
of the Exchange Agreement to reflect that the Noteholder and the
Company shall exchange an amount up to $93,984,000 in aggregate
principal amount of the Convertible Notes owned by the Noteholder
on the Closing Date and certain other changes
NOW,
THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as
follows:
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1.
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Agreement . The Noteholder and the Company agree to
exchange all but not less than all of the Convertible Notes held by
the Noteholder on the Closing Date, subject to the terms and
conditions in the Exchange Agreement.
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2.
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Amendments . The Exchange Agreement is hereby amended such
that:
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2.1.
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each reference
to “$93,984,000” shall read “up to
$93,984,000”;
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