EXECUTION
COPY
EXHIBIT
(10.3)
SECURITIES PURCHASE
AGREEMENT
This
SECURITIES PURCHASE AGREEMENT, dated as of April 3, 2009 (this
“ Agreement ”), is by and between Albany
International Corp., a corporation organized under the laws of
Delaware (the “ Company ”), and J.P. Morgan
Securities Inc., a Delaware corporation (the “
Noteholder ”).
WHEREAS,
the Noteholder shall have previously acquired $93,984,000 in
aggregate principal amount of the Company’s 2.25% Convertible
Senior Notes Due 2026 (the “ Convertible Notes
”) from Tradewinds Global Investors, LLC, a Delaware limited
liability company (the “ Investor ”);
WHEREAS,
on or prior to the date hereof, the Company requested that the
Noteholder exchange the entire principal amount of the Convertible
Notes acquired by the Noteholder for (i) an equivalent amount of
the Company’s 2.25% Senior Notes due 2026 (the “
Securities ”) plus (ii) cash in the amount of
$7.50 per $1,000 principal amount of Convertible Notes available
from cash on hand at the Company (the “ Exchange
”); and
WHEREAS,
the Noteholder now desires to sell, and the Company desires to
purchase, upon the terms and subject to the conditions set forth in
this Agreement, the entire principal amount of the Securities held
by the Noteholder for the purchase price per Security set forth
below, which purchase price will be paid from cash on hand and/or a
borrowing under the Company’s Revolving Credit Facility (as
defined below).
NOW,
THEREFORE, in consideration of the foregoing and the covenants,
agreements and warranties contained herein, the sufficiency of
which as consideration is hereby acknowledged, the parties agree as
follows:
|
1.
|
Definitions . When
used herein, the following terms shall have the indicated
meanings:
|
“
Encumbrance ” means any pledge, hypothecation,
assignment, lien, restriction, charge, claim, security interest,
option, preference, priority or other preferential arrangement of
any kind or nature whatsoever.
“
Exchange Agreement ” means the Exchange Agreement
dated as of the date hereof by and between the Company and the
Noteholder.
“
Revolving Credit Facility ” means the credit facility
established by the $460,000,000 Five-Year Revolving Credit Facility
Agreement, dated as of April 14, 2006, among the Company, the
lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative
Agent, and J.P. Morgan Europe Limited, as London Agent, as amended
from time to time.
|
2.
|
Sale and
Purchase . (a)
Upon the terms and subject to the conditions of this Agreement, the
Noteholder agrees to sell to the Company, and the Company shall
purchase from the
|
Noteholder,
$93,984,000 in aggregate principal amount of the Securities held by
the Noteholder.
(b)
The purchase price for the Securities shall be $561.875 per $1,000
principal amount of the Securities (the “ Purchase
Price ”). For the avoidance of doubt, the Purchase Price
shall not include any accrued but unpaid interest through the
Closing Date (as defined below). The Purchase Price shall be paid
by the Company by wire transfer of immediately available funds to
the following bank account:
Bank:
JPMorgan Chase NYC
FAO: JPMSI
Account Number: 066906822
Further Credit: Phase 3# 63594691
ABA Number:021 000 021
Attention: Ronald Reda
against delivery of
the Securities by the Noteholder to the Company for
cancellation.
(c)
The consummation of the sale and purchase contemplated by this
Agreement shall occur as promptly as practicable following the time
at which all of the conditions contained in this Agreement have
been satisfied or waived, but in any case, no later than 5:00PM
(New York City time) on the date on which all of such conditions
have been satisfied or waived, or on such later date as shall be
mutually agreed by the Parties (the “ Closing Date
”).
|
3.
|
Representations and Warranties of the
Noteholder . The
Noteholder hereby represents and warrants on the date
hereof:
|
|
|
|
(a)
|
Organization; Requisite Authority
. The Noteholder is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Delaware. The Noteholder has full power and
authority to enter into this Agreement and to consummate the
transactions contemplated hereby.
|
|
|
|
(b)
|
Authorization; No Breach . The execution, delivery and performance of
this Agreement have been duly authorized by the Noteholder. This
Agreement, when executed and delivered by the Noteholder in
accordance with the terms hereof, shall constitute a valid, binding
and enforceable obligation of the Noteholder. The execution of this
Agreement by the Noteholder and the consummation by the Noteholder
of the transactions contemplated hereby do not and will not (i)
require the consent, approval, authorization, order, registration
or qualification of, or filing with, any governmental authority or
court, or body or arbitrator having jurisdiction over the
Noteholder; and (ii) constitute or result in a breach, violation or
default under any material note, bond, mortgage, deed, indenture,
lien, instrument, contract, agreement, lease or license, whether
written or oral, express or implied, or the Noteholder’s
charter, bylaws or other organizational document, or any statute,
law, ordinance, decree, order, injunction, rule, directive,
judgment or regulation of any court, administrative or regulatory
body, governmental authority, arbitrator, mediator or similar body
having jurisdiction over the Noteholder or cause the acceleration
or termination of any obligation or right of the Noteholder under
any such document.
|
2
|
(c)
|
Beneficial
Ownership . The
Noteholder is the sole record and beneficial owner of the aggregate
principal amount of the Securities set forth in Section 2(a), and
such Securities are owned free and clear of all
Encumbrances.
|
|
|
|
(d)
|
Broker’s Fees . Neither the Noteholder nor any person acting
on behalf of the Noteholder has retained or authorized any
investment banker, broker, finder or other intermediary to act on
behalf of the Noteholder or incurred any liability for any
banker’s, broker’s or finder’s fees or
commissions in connection with the transactions contemplated by
this Agreement and the Exchange Agreement.
|
|
|
|
(e)
|
Qualified
Institutional Buyer . The
Noteholder holds the Securities for its own account, and it is a
“qualified institutional buyer” within the meaning of
Rule 144A under the Securities Act of 1933, as amended (the “
Securities Act ”). The Noteholder has not communicated
with and will not communicate with any person (other than the
Investor, a qualified institutional buyer, from which it purchased
the Convertible Notes) in connection with the transactions
contemplated by this Agreement and the Exchange Agreement. The
Noteholder is a sophisticated institutional investor and has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of the Exchange and an
investment in the Securities.
|
|
|
|
(f)
|
Reporting
Obligations . The
Noteholder has no obligation to, and will not, report the sale of
the Securities to the Company in a manner that would result in
contemporaneous public disclosure of the transactions contemplated
by this Agreement.
|
|
|
|
4.
|
Representations and Warranties of the
Company . The Company
hereby represents and warrants as of the date hereof:
|
|
|
|
(a)
|
Organization; Requisite Authority
. The Company is a corporation duly
organized,
|
|
