Exhibit 99.2
FIFTH AMENDMENT
DATED AS OF SEPTEMBER 24, 2004
TO RECEIVABLES SALE AGREEMENT
DATED AS OF SEPTEMBER 28, 2002
THIS FIFTH AMENDMENT (the "Amendment"), dated as of September 24, 2004, is
entered into among Albany International Receivables Corporation (the "Seller"),
Albany International Corp. ( the "Initial Collection Agent," and, together with
any successor thereto, the "Collection Agent"), , ABN AMRO Bank N.V., as agent
for the Purchaser (the "Agent"), the committed purchasers party thereto (the
"Committed Purchasers") and Amsterdam Funding Corporation, a Delaware
corporation ("Amsterdam");
WITNESSETH:
WHEREAS, the Seller, Collection Agent, Agent , Committed Purchasers and
Amsterdam have heretofore executed and delivered a Receivables Sale Agreement,
dated as of September 28, 2001 (as amended, supplemented or otherwise modified
through the date hereof, the "Sale Agreement"),
WHEREAS, the parties hereto desire to amend the Sale Agreement as provided
herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree that
the Sale Agreement shall be and is hereby amended as follows:
Section 1. The defined term "Liquidity Termination Date" appearing in
Schedule I to the Sale Agreement is hereby amended by deleting the date
"September 24, 2004" appearing in clause (d) thereof and inserting in its place
the date "November 23, 2004".
Section 2. This Amendment shall become effective on the date the Agent has
received (i) counterparts hereof executed by the Seller, Collection Agent, each
Purchaser, Amsterdam and the Agent and (ii) the acknowledgment and consent in
the form set forth below duly executed and delivered by the Parent.
Section 3. This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
Section 4. Except as specifically provided above, the Sale Agreement and
the other Transaction Documents shall remain in full force and effect and are
hereby ratified and confirmed in all respects. The execution, delivery, and
effectiveness of this Amendment shall
not operate as a waiver of any right, power, or remedy of any Agent or any
Purchaser under the Sale Agreement or any of the other Transaction Documents,
nor constitute a waiver or modification of any provision of any of the other
Transaction Documents. All defined terms used herein and not defined herein
shall have the same meaning herein as in the Sale Agreement.
The Seller agrees to pay on demand all costs and expenses (including reasonable
fees and expenses of counsel) of or incurred by the Agent and each Purchaser
Agent in connection with the negotiation, preparation, execution and delivery of
this Amendment.
Section 5. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the law of
the State of New York.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.
ABN AMRO BANK N.V., as the Agent, as the
Committed Purchaser
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
AMSTERDAM FUNDING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ALBANY INTERNATIONAL RECEIVABLES
CORPORATION, as Seller
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
ALBANY INTERNATIONAL CORP., as Initial
Collection Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: VP Treasury & Tax
GUARANTOR'S ACKNOWLEDGMENT AND CONSENT
The undersigned, Albany International Corp., has heretofore executed and
delivered the Limited Guaranty dated as of September 28, 2001 (the "Guaranty")
and hereby consents to the Amendment to the Sale Agreement as set forth above
and confirms that the Guaranty and all of the undersigned's obligations
thereunder remain in full force and effect. The undersigned further agrees that
the consent of the undersigned to any further amendments to the Sale Agreement
shall not be required as a result of this consent having been obtained, except
to the extent, if any, required by the Guaranty referred to above.
ALBANY INTERNATIONAL CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: VP Treasury & Tax