EXECUTION
COPY
EXHIBIT
(10.7)
This
is a SECOND AMENDMENT AGREEMENT, dated as of April 6, 2009 (this
“ Second Amendment ”), under the Securities
Purchase Agreement, dated as of April 3, 2009 (the “
Purchase Agreement ”), as amended by the Amendment
Agreement, dated as of April 6, 2009 (the “ Amended
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;
WHEREAS, the Parties
entered into an amendment pursuant to which the Parties agreed 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; and
WHEREAS, the Parties
have agreed to make certain amendments to the terms and conditions
of the termination provision of the Amended Purchase
Agreement.
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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Amendments . The Amended Purchase Agreement is hereby
amended such that
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1.1.
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each reference
to “up to $93,984,000” shall read “up to
$94,984,000”;
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1.2.
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the following
provision shall be added as Section 2(d):
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“The Parties understand and
agree that multiple closings may occur on successive business days
following the initial closing. If such multiple closings occur,
each such successive closing shall occur in the same man
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