E XECUTION V ERSION
EXHIBIT (10.9)
SECURITIES PURCHASE AGREEMENT
This SECURITIES
PURCHASE AGREEMENT, dated as of May 21, 2009 (this “
Agreement ”), is by and between Albany International
Corp., a corporation organized under the laws of Delaware (the
“ Company ”), and Citadel Equity Fund Ltd., a
company organized under the laws of the Cayman Islands (the “
Noteholder ”).
WHEREAS, the
Noteholder is the beneficial owner of $40,000,000 in aggregate
principal amount of the Company’s 2.25% Convertible Senior
Notes Due 2026 (the “ Convertible Notes
”);
WHEREAS, the
Noteholder has requested that the Company exchange certain
principal amounts of the Convertible Notes beneficially owned by
the Noteholder for (i) equal aggregate principal amounts 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 delivered
for exchange available from cash on hand at the Company plus
(iii) accrued but unpaid interest on the Convertible Notes
delivered for exchange (each such transaction, an “
Exchange ”); and
WHEREAS, on each
of the First Closing Date and the Second Closing Date, immediately
following each Exchange, the Noteholder desires to sell, and the
Company desires to purchase, upon the terms and subject to the
conditions set forth in this Agreement, $20,000,000 in aggregate
principal amount of the Securities beneficially owned by the
Noteholder for certain purchase prices per Security set forth
below, which purchase prices will be paid from cash on hand and/or
a borrowing under the Company’s Revolving Credit Facility (as
defined below) (each such transaction, a “ Repurchase
”).
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.
“ First
Closing Date ” means July 1, 2009, or such other date as
the parties may mutually agree upon in writing.
“
Purchase Price ” means in respect of (i) the
Securities purchased on the First Closing Date, an amount equal to
$622.50 per $1,000 principal amount of Securities purchased on such
date and (ii) the Securities purchased on the Second Closing Date
(as defined below), an amount equal to $647.50 per $1,000 principal
amount of the Securities purchased on such date.
“
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.
“ Second
Closing Date ” means October 1, 2009, or such other date
as the parties may mutually agree upon in writing.
2. Sale and
Purchase. (a) Upon the terms and subject to the conditions
of this Agreement, on each of the First Closing Date and the Second
Closing Date (each such date, a “ Closing Date
”), the Noteholder shall sell to the Company free and clear
of any and all Encumbrances, and the Company shall purchase from
the Noteholder, $20,000,000 in aggregate principal amount of the
Securities held by the Noteholder.
(b) Subject to the satisfaction
or waiver of the conditions contained in this Agreement, the
transactions contemplated by this Agreement shall occur at 10:00
a.m. (New York City time) on each Closing Date.
(c) On each Closing Date, the
Company shall pay the Purchase Price to the Noteholder by wire
transfer of immediately available funds to the following bank
account (or to such other account as the Noteholder shall indicate
to the Company in writing no less than three (3) business days
before the relevant Closing Date):
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Account
Name:
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Citadel Equity
Fund
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Bank:
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Bank of New
York
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Attention:
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Joe
Franklin
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Account
Number:
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8900-472-545
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ABA
Number:
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021000018
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against delivery of the
Securities by the Noteholder to the Company for
cancellation.
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3.
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Representations and Warranties of the
Noteholder. The
Noteholder hereby represents and warrants on the date
hereof:
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(a)
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Organization; Requisite Authority
. The Noteholder is a company duly
organized, validly existing and in good standing under the laws of
the Cayman Islands. The Noteholder has full power and authority to
enter into this Agreement and to consummate the transactions
contemplated hereby.
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(b)
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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
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2
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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.
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(c)
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Beneficial
Ownership . The
Noteholder is the 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 (other than
Encumbrances that the Noteholder may have created in the ordinary
course of its business in connection with financing its holdings).
There are no proceedings relating to the Securities pending or, to
the Noteholder’s knowledge, threatened before any court,
arbitrator or administrative or governmental body that would
adversely affect the Noteholder’s right to transfer the
Securities to the Company and the Securities will be transferred to
the Company, free and clear of any and all Encumbrances.
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(d)
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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.
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(e)
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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 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
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