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Exhibit 10(j)(ii)(a)  


 
  ALBANY INTERNATIONAL RECEIVABLES CORPORATION    
  


Albany
International Corp.

Geschmay Corp.

Albany International Research Co.

Albany International Techniweave, Inc.

Albany International Canada Inc.

M & I Door Systems Ltd. 



	 
	 	 

	Re:	 	Exhibit A to Purchase and Sale Agreement dated as of

September 28, 2001 (the "Agreement")





Ladies
and Gentlemen: 


        The
undersigned, Albany International Receivables Corporation, as Buyer under the Agreement, hereby proposes to amend Exhibit A of the Agreement as follows: 


	1.
	The
Historical Loss Factor, which is described as 0.6% of the Face Amount of receivables sold to Buyer, is amended to 0.1%.



	2.
	The
Payment Timing Adjustment shall be revised so that it is equal to the product of (i) the Face Amount of receivables purchased pursuant to the Purchase Agreement, multiplied
by (ii) 0.40% of the Discount Rate applicable to such purchased receivables under the Receivables Sale Agreement (for calculation of the initial Payment Timing Adjustment applicable on
September 28, 2001, the Discount Rate is deemed to be 2.7%), multiplied by (iii) the fraction the numerator of which is the average tenor, expressed in days, of each Originator's pool,
and the denominator of which is 360. 



        These
changes in pricing terms shall be effective March 1, 2002. Capitalized terms used but not defined above shall have the meanings ascribed to them in the Agreement. 


        Please
indicate your acceptance of the foregoing by executing in the space provided below your name. 



	 	 	Very truly yours,
	

 	
 	
ALBANY INTERNATIONAL

RECEIVABLES CORPORATION
	

 	
 	
By:	

/s/  DAVID C. MICHAELS      
 David C. Michaels, President & Treasurer




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	ACCEPTED BY:	 
	
ALBANY INTERNATIONAL CORP.	

 
	

By:	

/s/  JOHN C. TREANOR      
	

 
	Name: John C. Treanor

Title: Treasurer	 
	
GESCHMAY CORP.	

 
	

By:	

/s/  CHARLES J. SILVA, JR.      
	

 
	Name: Charles J. Silva, Jr.

Title: Vice President and Secretary	 
	
ALBANY INTERNATIONAL RESEARCH CO.	

 
	

By:	

/s/  CHARLES J. SILVA, JR.      
	

 
	Name: Charles J. Silva, Jr.

Title: Vice President	 
	
ALBANY INTERNATIONAL TECHNIWEAVE, INC.	

 
	

By:	

/s/  CHARLES J. SILVA, JR.      
	

 
	Name: Charles J. Silva, Jr.

Title: Secretary	 
	
ALBANY INTERNATIONAL CANADA INC.	

 
	

By:	

/s/  WILLIAM M. MCCARTHY      
	

 
	Name: William M. McCarthy

Title: President	 
	
M & I DOOR SYSTEMS LTD.	

 
	

By:	

/s/  CHARLES J. SILVA, JR.      
	

 
	Name: Charles J. Silva, Jr.

Title: Vice President	 




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EXHIBIT A
  
    See Attached    
  


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Flow of Funds; Determination of Purchase Price of Receivables    
  


        Reference is made herein to (a) the Purchase and Sale Agreement (the "Purchase Agreement"), dated as of September 28, 2001, among Albany
International Corp. ("Parent"), Albany International Receivables Corporation ("AIRC"), and certain other subsidiaries of Albany International Corp. (Parent, AIRC and such other subsidiaries,
collectively, the "Originators"), relating, among other things, to the purchase by AIRC of accounts receivable from the Originators, and (b) the Receivables Sale Agreement (the "Receivables
Sale Agreement"), also dated as of September 28, 2001, among AIRC, Parent as Collection Agent, ABN AMRO Bank N.V. as Agent, the Committed Purchasers described therein and Amsterdam Funding
Corporation, relating, among other things, to the financing by the AIRC of certain receivables which it purchases from the Originators. 


        The
undersigned agree that, in connection with the closing of the initial purchase of receivables pursuant to the Purchase Agreement, the following information is accurate: 



	Originator
 
	 	Face

Amount of

receivables

sold to

AIRC
	 	Historical

Loss Factor

(0.6% of

Face

Amount of

receivables

sold to

AIRC)
	 	Payment

Timing

Adjustment1
	 	Net Purchase

Price (Face

amount less

Historical

Loss Factor

less Payment

Timing

Adjustment)

paid by AIRC
	 	Cash Portion

of Net

Purchase

Price Paid by

AIRC
	 	Portion of Net

Purchase Price

evidenced by

AIRC

Promissory Note to

indicated

Originator

	Albany International Corp.	 	$	44,070,896	 	$	264,425	 	$	154,033	 	$	43,652,437	 	$	26,219,573	 	$	16,682,8652
	Albany International Research Co.	 	$	194,498	 	$	1,167	 	$	430	 	$	192,901	 	$	115,715	 	$	77,186
	Geshmay Corp.	 	$	4,645,683	 	$	27,874	 	$	14,085	 	$	4,603,723	 	$	2,763,906	 	$	1,839,817
	Albany International Techniweave, Inc.	 	$	1,645,187	 	$	9,871	 	$	7,684	 	$	1,627,631	 	$	978,789	 	$	648,843
	Albany International Canada, Inc.	 	$	15,313,387	 	$	91,880	 	$	135,152	 	$	15,086,355	 	$	9,110,558	 	$	5,975,797
	M&I Door Systems, Ltd.	 	$	657,285	 	$	3,944	 	$	4,686	 	$	648,656	 	$	391,046	 	$	257,610
	TOTALS:	 	$	66,526,936	 	$	390,719	 	$	316,071	 	$	65,811,703	 	$	39,579,5863	 	$	25,482,117






	1.
	Payment
Timing Adjustment equals the product of (i) the face amount of receivables purchased pursuant to the Purchase Agreement, multiplied by (ii) 0.25% plus the
Discount Rate applicable to such purchased receivables under the Receivables Sale Agreement (for calculation of the initial Payment Timing Adjustment applicable on September 28, 2001, the
Discount Rate is deemed to be 2.7%), multiplied by (iii) the fraction the numerator of which is the average tenor, expressed in days, of each originators' pool, less 13 days to adjust
for the approximate number of days elapsed from the original date of sale to the date of the receivable sale, over 360.



	2.
	Albany
International Corp. has made a $750,000 contribution to the capital of Albany International Holdings Two, Inc., which has made a back-to-back
$750,000 contribution to the capital of AIRC. This series of capital contributions has been effected by reducing the principal amount of the Promissory Note payable by AIRC to Albany International
Corp. by $750,000.



	3.
	This
cash amount equals the amount of cash which AIRC received on the date hereof from Amsterdam Funding Corporation in respect of transactions closed under the Receivables Sale
Agreement. 


                        *                
        *                        *          
              *                        *   
                     *                     
   
 


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        The
following transactions occurred on the date hereof: 


	a.
	The
capital contributions referred to in note 1 above were made, through reduction of the principal amount of the Promissory Note payable to Albany International Corp.



	b.
	The
applicable cash portion of the Net Purchase Price was paid by AIRC to each Originator.



	c.
	Each
Originator (other than Albany International Corp.) paid the cash portion so received to Albany International Corp. as a dividend, return of capital, or repayment of intercompany
indebtedness.



	d.
	Albany
International Corp. made a payment in reduction of its bank debt in an aggregate amount equal to the aggregate cash portion received by all Originators (i.e. the amount shown in
the "TOTALS" row for the column entitled "Cash Portion of Net Purchase Price Paid by AIRC").



	e.
	To
effect the foregoing transactions, the Originators and AIRC hereby agree that AIRC will instruct Amsterdam to pay, pursuant to the Receivables Sale Agreement, an amount equal to
such aggregate cash portion directly to Albany International Corp.'s bank lenders in accordance with the instructions of Albany International Corp. 



        The
undersigned further agree that the purchase price for receivables purchased by AIRC from time to time pursuant to the Purchase Agreement will equal (i) the face amount of such
receivables, less (ii) the Historical Loss Factor (computed as indicated above), less (iii) the Payment Timing Adjustment (computed as indicated above). 



        [Signature
Page Follows] 


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        IN
WITNESS WHEREOF, the undersigned have executed this Flow of Funds as of this 28th day of September, 2001. 



	 
	 	 
	 	 
	 	 

	ALBANY INTERNATIONAL CORP.	 	ALBANY INTERNATIONAL RESEARCH CO.
	

By:	
 	

 	
 	

By:	
 	

 
	 	 	
 Name: William M. McCarthy

Title: Group Vice President

Secretary	 	 	 	
 Name: Charles J. Silva, Jr.

Title: Vice President & Assistant
	
GESHMAY CORP.	
 	

ALBANY INTERNATIONAL TECHNIWEAVE, INC.
	

By:	
 	

 	
 	

By:	
 	

 
	 	 	
 Name: John C. Treanor

Title: Treasurer & Assistant Secretary	 	 	 	
 Name: John C. Treanor

Title: Treasurer & Assistant Secretary
	
ALBANY INTERNATIONAL CANADA, INC.	
 	

M&I DOOR SYSTEMS, LTD.
	

By:	
 	

 	
 	

By:	
 	

 
	 	 	
 Name: William M. McCarthy

Title: President	 	 	 	
 Name: Charles J. Silva, Jr.

Title: Vice President & Secretary
	
ALBANY INTERNATIONAL RECEIVABLES CORPORATION
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
 Name: David C. Michaels

Title: President	 	 	 	 
	
ALBANY INTERNATIONAL HOLDINGS TWO, INC.
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
 Name: Charles J. Silva, Jr.

Title: Vice President & Secretary	 	 	 	 




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ALBANY INTERNATIONAL RECEIVABLES CORPORATION

EXHIBIT A See Attached

Flow of Funds; Determination of Purchase Price of Receivables