EXECUTION
COPY
EXHIBIT
(10.5)
This
is an AMENDMENT AGREEMENT, dated as of April 6, 2009 (this “
Amendment Agreement ”), under the Securities Purchase
Agreement, dated as of April 3, 2009 (the “ Purchase
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 Purchase Agreement.
WHEREAS, the Parties
entered into the Purchase Agreement pursuant to which the
Noteholder agreed to sell, and the Company agreed to purchase, a
fixed amount of $93,984,000 in aggregate principal amount of the
Company’s 2.25% Senior Notes due 2026 (the “
Securities ”) for the Purchase Price (as defined in
the Purchase Agreement) per Security; and
WHEREAS, the Parties
have agreed to make certain amendments to the terms and conditions
of the Purchase Agreement to reflect that the Noteholder shall
sell, and the Company shall purchase, an amount up to $93,984,000
in aggregate principal amount of the Securities 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 agrees to sell, and the Company
agrees to purchase, all but not less than all of the Securities
held by the Noteholder on the Closing Date, subject to the terms
and conditions in the Purchase Agreement.
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2.
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Amendments . The Purchase 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”; and
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2.2.
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the reference
to “Ap
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