Exhibit 10(j)(i)(c)


 


FOURTH
AMENDMENT 

DATED AS OF JANUARY 8, 2004

TO RECEIVABLES SALE AGREEMENT

DATED AS OF SEPTEMBER 28, 2002


 


This Fourth  Amendment
(the “Amendment”),
dated as of January 8, 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 “Credit Agreement” appearing
in Schedule I to the Sale Agreement is hereby amended in its entirety and
as so amended shall read as follows:


 


“Credit
Agreement” means the FIVE-YEAR REVOLVING CREDIT FACILITY
AGREEMENT, dated as of January 8, 2004, among ALBANY INTERNATIONAL CORP., the
Borrowing Subsidiaries from time to time party hereto, the Lenders party
hereto, JPMORGAN CHASE BANK, as Administrative Agent, and J.P. MORGAN EUROPE
LIMITED, as the London Agent, as further amended, supplemented or otherwise
modified from time to time, or any replacement or successor agreement of
comparable or greater amount with the same or different agent and/or banks in
each case.


 


Section
2.      This Amendment
shall become effective as of January 8, 2004.


 


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
3.1.   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
3.2.   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.


 


2

















 


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/ Nancy
  W. Lanzoni

  	 

	
   

  	
  Title:

  	
    Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Eric Oppenheimer

  
	
   

  	
  Title:

  	
    Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Amsterdam Funding
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bernard J. Angelo

  
	
   

  	
  Title:

  	
    Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Albany
  International Receivables

  Corporation, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Charles J. Silva, Jr.

  
	
   

  	
  Title:

  	
    Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Albany
  International Corp., as Initial

  Collection Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David C. Michaels

  
	
   

  	
  Title:

  	
    Vice President

  
					



 


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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/ David C. Michaels

  
	
   

  	
  Title:

  	
    Vice President