Exhibit 99.1
TERMINATION AND RELEASE AGREEMENT
TERMINATION AND RELEASE AGREEMENT dated as of September 20, 2006
(this
"Agreement"), by and among Albany International Corp., a Delaware
corporation
(the "Parent"), Albany International Receivables Corporation, a
Cayman Islands
company ("Albany International"), the Parent, as collection agent
(in such
capacity, the "Collection Agent"), Amsterdam Funding Corporation
("Amsterdam"),
ABN AMRO Bank N.V., as agent for the purchasers ("Purchaser") and
the committed
purchasers ("Committed Purchasers") party to the Receivables Sale
Agreement (as
defined below) (in such capacity, the "Agent") in connection with
and under the
Receivables Sale Agreement dated as of September 28, 2001, as
amended, by and
among Albany International, as Seller (the "Seller"), the
Collection Agent,
Amsterdam, the Committed Purchasers from time to time party thereto
and the
Agent (the "Receivables Sale Agreement"). Capitalized terms shall
have the
meanings assigned to such terms in the Receivables Sale
Agreement.
WHEREAS,
pursuant to the Receivables Sale Agreement, the Seller has
sold,
and through the Effective Date will continue to sell interests in
its
Receivables (the "Released Receivables") to the Agent on behalf of
Amsterdam and
the Committed Purchasers;
WHEREAS,
the parties to the Receivables Sale Agreement wish to terminate
the rights and obligations of the Seller under the Receivables Sale
Agreement
and to terminate each Lock-Box Agreement and to reconvey to the
Seller the
Released Receivables on the terms and conditions set forth
herein;
WHEREAS,
the parties to the Receivables Sale Agreement consent to the
termination of the rights and obligations of the Seller under the
Receivables
Sale Agreement and to the termination of the Lock-Box Agreements
and the
reconveyance of the Released Receivables;
WHEREAS,
pursuant to the Receivables Sale Agreement, the Seller granted
security interests and other rights in the Released Receivables and
certain bank
accounts to the Agent;
WHEREAS,
the Seller wishes the above-mentioned security interests to be
released;
WHEREAS,
the Agent, on behalf of Amsterdam and the Committed Purchasers,
desires to sell and assign to the Seller all of the Released
Receivables upon
the terms and conditions hereinafter set forth; and
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed
by and among
the parties hereto as follows:
<PAGE>
Section 1.
Release from Receivables Sale Agreement and Lock-Box
Agreements.
(a) The
Agent, on behalf of Amsterdam and the Committed Purchasers,
does
hereby release and discharge any and all right, title and interest
that it may
now or hereafter have or may now or hereafter be entitled to by
virtue of the
Receivables Sale Agreement in all receivables of the Seller
including without
limitation the Released Receivables and does hereby declare the
same fully
released and discharged from any and all security interests created
by virtue of
or in connection with the Receivables Sale Agreement.
(b) The
Agent, on behalf of Amsterdam and the Committed Purchasers,
does
hereby release and discharge, effective as of the Effective Date,
any and all
right, title and interest that it may have or be entitled to by
virtue of or in
connection with the Receivables Sale Agreement, the Lock-Box
Agreement(s), in
the related Lock-Box Account(s) named on Schedule I hereto (the
"Released
Lock-Box Accounts").
(c) No
amounts will accrue hereafter under the Fee Letter, dated
September
28, 2001 from Albany to Amsterdam and ABN AMRO Bank N.V.
(d) The
Transfer Agreement is hereby terminated without further
liability
of the parties thereto.
Section 2.
Release of Liens. The Agent, on behalf of Amsterdam and the
Committed Purchasers, agrees to execute and deliver to Albany
International or
such Originator proper financing statements (Form UCC-3) or other
instruments or
documents, if any, necessary to release all security interests and
other rights
of the Agent on behalf of Amsterdam and the Committed Purchasers in
and to the
Released Receivables pursuant to the Receivables Sale Agreement or
otherwise.
Section 3. Sale
of Receivables. Without recourse, representation or
warranty (except as set forth below), the Agent, on behalf of
Amsterdam and the
Committed Purchasers, hereby sells, assigns, transfers and conveys
to the
Seller, and the Seller hereby purchases from the Agent on behalf of
Amsterdam
and the Committed Purchasers, all of the Agent's right, title and
interest to
and under such Released Receivables outstandin
