Exhibit 10(k)(xi)



 SIXTH AMENDMENT TO NOTE AGREEMENT

      SIXTH AMENDMENT TO NOTE AGREEMENT AND AMENDMENT TO NOTES, dated as of September 17, 2010 (this “Amendment”), among ALBANY INTERNATIONAL CORP., a Delaware corporation (the “Company”), the Guarantors (as defined in the Original Agreement referred to below), and The Prudential Insurance Company of America (“Prudential”) and the several Purchasers (as defined in the Original Agreement referred to below) (together with Prudential, individually, a “Purchaser”, and collectively, “Purchasers”).

 W I T N E S S E T H:

      WHEREAS, the Company and Guarantors party thereto and the Purchasers are parties to that certain Note Agreement and Guaranty, dated as of October 25, 2005 (as the same has heretofore been amended pursuant to the First, Second, Third, Fourth and Fifth Amendments thereto, the “Original Agreement”);

      WHEREAS, in connection with the recent execution and delivery of the Five-Year Revolving Credit Facility Agreement, dated as of July 16, 2010 among the Company, various subsidiaries of the Company, JP Morgan Chase Bank N.A. and the other parties thereto (the “New Bank Credit Agreement”), the Company has requested the further amendment of certain provisions of the Original Agreement (as defined in the Original Agreement), and the Purchasers have indicated willingness to agree to such amendments subject to certain limitations and conditions, as provided for herein; and

      WHEREAS, the parties desire to reflect such amendments by amending and restating the Original Agreement in its entirety (the amended and restated agreement, which is in the form attached hereto, is herein referred to as the “Amended and Restated Agreement”);

      NOW THEREFORE, in consideration of the premises, the mutual covenants and the agreements hereinafter set forth and other good and valuable consideration, the parties hereto hereby agree that on the Amendment Effective Date, as defined herein, the following will apply:

      1. Definitions. Unless otherwise defined herein, terms defined in the Original Agreement are used herein as therein defined.

      2. Effectiveness of Amended and Restated Agreement. Subject to the occurrence of the Amendment Effective Date, (1) the Original Agreement will apply in connection with the Notes up to (but excluding) July 16, 2010, (2) the Amended and Restated Agreement will apply in connection with the Notes from and after July 16, 2010, and (3) with respect to the period from and after July 16, 2010, all references to the Original Agreement in the Notes, the AI Guaranty Agreement and the Indemnity, Subrogation and Contribution Agreement shall be deemed to refer to the Amended and Restated Agreement, as the same may hereafter be amended, supplemented or otherwise modified from time to time.

      3. Representations and Warranties. Each of the Company and each other Guarantor hereby









      (a) Other than such representations expressly given as of a specific date, repeats and confirms to the Purchasers that each of the representations and warranties made by the Company and each other Guarantor pursuant to the Amended and Restated Agreement are true and correct as of the Amendment Effective Date, and that each of such representations and warranties are hereby incorporated herein (as though set forth herein) in their entirety as of such date; and

      (b) Further represents
  and warrants as of the Amendment Effective Date that:


        (i) No Default. No Default or Event of Default shall have occurred and be continuing on such date after giving effect to this Amendment;

        (ii) Power
    of Authority. Each such Person has the corporate or equivalent power to
    execute and deliver this Amendment, and to perform the provisions hereof,
    and this Amendment has been duly authorized by all necessary corporate or
    equivalent action on the part of each such Person;

        (iii) Due
    Execution. This Amendment has been duly executed and delivered by such
    Person and constitutes such Person’s legal, valid and binding obligation,
    enforceable in accordance with its terms, except as such enforceability may
    be limited (x) by general principals of equity and conflicts of laws or (y)
    by bankruptcy, reorganization, insolvency, moratorium or other laws of general
    application relating to or affecting the enforcement of creditors’ rights.

        (iv) No Consent’s
    Required. No consent, approval, authorization or order of, or filing,
    registration or qualification with, any court or Governmental Authority or
    third party is required in connection with the execution, delivery or performance
    by such Person of this Amendment;

        (v) Acknowledgment
    of Obligation: Waiver of Claims. It has no defenses, offsets or counterclaims
    against any of its obligations under and in respect to the Notes or the AI
    Guaranty Agreement and that all amounts outstanding under and in respect of
    the Notes and the Original Agreement are owing to holders of the Notes without
    defense, offset or counterclaim; and

        (vi) New Bank
    Credit Agreement. There have been no amendments to the New Bank Credit
    Agreement.



      4. Acknowledgements and Consent of Guarantors. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Original Agreement, the Notes, the AI Guaranty Agreement, this Amendment and the Amended and Restated Agreement and consents to the amendment to the Original Agreement and the Notes effected pursuant to this Amendment. Each Guarantor confirms that they will continue to guarantee the obligations to the fullest extent in accordance with the AI Guaranty Agreement and acknowledges and agrees that: (a) the AI Guaranty Agreement shall continue in full force and effect and that its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment and (b)(i) notwithstanding, the conditions to effectiveness hereof, such Guarantor is not required by the terms of the Original Agreement, the Notes, the AI

 2









 Guaranty Agreement or the Amended and Restated Agreement to consent to the amendments to the Original Agreement effected pursuant to this Amendment; and (ii) nothing in Original Agreement, the Notes, AI Guaranty Agreement or the Amended and Restated Agreement shall be deemed to require the consent of any such Guarantor to any future amendments to the Amended and Restated Agreement.

      5. Conditions Precedent. This Amendment shall become effective as of the first date on which the conditions precedent set forth below shall have been fulfilled (the “Amendment Effective Date”), and Prudential agrees promptly to confirm the occurrence of the Amendment Effective Date after such conditions have been fulfilled:


        (a) the Purchasers
    shall have received counterparts of this Amendment, executed and delivered
    by a duly authorized officer of the Company and each of the Guarantors;

        (b) the representations
    and warranties contained in Section 3 above shall be true and correct in all
    material respects on and as of the Amendment Effective Date, as if made on
    and as of the Amendment Effective Date and there shall exist on the Amendment
    Effective Date no Event of Default or Default;

        (c) the Company
    shall have paid all outstanding costs, expenses and fees of the Purchasers
    (including reasonable attorneys fees and expenses of Bingham McCutchen LLP)
    incurred in connection with the documentation of this Amendment (including
    a reasonable estimate of post-closing fees and expenses) to the extent invoiced
    (this provision shall not be construed to limit the obligations of the Company
    under Paragraph 12B of the Note Agreement);

        (d) each Purchaser
    shall have received an opinion, dated the Amendment Effective Date, from Charles
    J. Silva, Jr., Vice President- General Counsel of the Company addressing,
    among other things, the enforceability of this Amendment, and the Note Agreements
    and the Notes, in each case as amended, and otherwise in form and substance
    satisfactory to the Purchasers;

        (e) the Company
    and each other Guarantor shall have made all requests, filings, and registrations
    with, and obtained all consents and approvals from, the relevant national,
    state, local or foreign jurisdiction(s), or any administrative, legal or regulatory
    body or agency thereof, that are necessary for the Company and each Guarantor
    in connection with this Amendment and any and all other documents relating
    thereto; and

        (f) the Purchasers
    shall have received such additional documents or certificates with respect
    to legal matters or corporate or other proceeding related to the transactions
    contemplated hereby as may be reasonable requested by the Purchasers.



      6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

 3









      7. No Other Amendments: Confirmation. Except as expressly amended, modified and supplemented hereby, the terms, provisions and conditions of the Original Agreement, the Notes, the AI Guaranty Agreement and the agreements and instruments relating thereto are and shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects.

      8. Headings. The headings of sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.

      9. Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto, each of which counterparts when so executed shall be an original, but all counterparts taken together shall constitute one and the same instrument.

 [Remainder of page intentionally left blank. Signature pages follow.]

 4









      IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

			
	     	 ALBANY INTERNATIONAL CORP.
	 	 	  
	 	 	  
	 	By: 	 /s/ John B. Cozzolino
	 	 	 
 
	 	Name:	 John B. Cozzolino
	 	Title: 	 Vice President - Treasurer
	 	 	  
	 	 	  
	 	 ALBANY INTERNATIONAL HOLDINGS TWO,
	 	 INC., as a Guarantor
	 	 	  
	 	By:	 /s/ Charles J. Silva, Jr.
	 	 	 
 
	 	Name:	 Charles J. Silva, Jr.
	 	Title: 	 Vice President
	 	 	  
	 	 	  
	 	 ALBANY ENGINEERED COMPOSITES, INC.
	 	 (formerly known as ALBANY INTERNATIONAL
	 	 TECHNIWEAVE, INC.), as a Guarantor
	 	 	  
	 	By:	 /s/ Charles J. Silva, Jr.
	 	 	 
 
	 	Name: 	 Charles J. Silva, Jr.
	 	Title: 	 Secretary and Assistant Treasurer
	 	 	  
	 	 	  
	 	 ALBANY INTERNATIONAL RESEARCH CO.,
	 	 as a Guarantor
	 	 	  
	 	By:	 /s/ Charles J. Silva, Jr.
	 	 	 
 
	 	Name: 	 Charles J. Silva, Jr.
	 	Title: 	 Vice President
	 	 	  
	 	 	  
	 	 GESCHMAY CORP. as a Guarantor
	 	 	  
	 	By: 	 /s/ Charles J. Silva, Jr.
	 	 	 
 
	 	Name: 	 Charles J. Silva, Jr.
	 	Title: 	 Vice President












			
	   	 BRANDON DRYING FABRICS, INC., as a
	 	 Guarantor
	 	 	  
	 	By: 	 /s/ Charles J. Silva, Jr.
	 	 	 
 
	 	Name: 	 Charles J. Silva, Jr.
	 	Title: 	 Vice President
	 	 	  
	 	 	  
	 	 GESCHMAY WET FELTS, INC., as a Guarantor
	 	 	  
	 	By:	 /s/ Charles J. Silva, Jr.
	 	 	 
 
	 	Name: 	 Charles J. Silva, Jr.
	 	Title: 	 Vice President
	 	 	  
	 	 	  
	 	 GESCHMAY FORMING FABRICS CORP., as a
	 	 Guarantor
	 	 	  
	 	By: 	 /s/ Charles J. Silva, Jr.
	 	 	 
 
	 	Name: 	 Charles J. Silva, Jr.
	 	Title: 	 Vice President












			
	 The foregoing Amendment is hereby
	 accepted as of the date first above written.
	  
	 THE PRUDENTIAL INSURANCE COMPANY
	 OF AMERICA
	  
	  
	 By:	 /s/ Eric R. Seward
	 
 
	 Name: 	Eric R. Seward
	 Title:	 Vice President
	  
	  
	 GIBRALTAR LIFE INSURANCE CO., LTD.
	 By:   	 Prudential Investment Management (Japan),
	  	 Inc., as Investment Manager
	  	 By:   	 Prudential Investment Management, Inc.,
	  	  	 as Sub-Adviser
	  
	  
	  	 By:	 /s/ Eric R. Seward
	  	 
 
	  	 Name: 	Eric R. Seward
	  	 Title:	 Vice President
	  
	  
	 THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
	 By:	 Prudential Investment Management (Japan),
	  	 Inc., as Investment Manager
	  	 By:	 Prudential Investment Management, Inc.,
	  	  	 as Sub-Adviser
	  
	  
	  	 By:	 /s/ Eric R. Seward
	  	 
 
	  	 Name: 	Eric R. Seward
	  	 Title:	 Vice President
	  
	  
	 SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.
	 By:	 Prudential Private Placement Investors, L.P.
	  	 (as Investment Advisor)
	  	 By:	 Prudential Private Placement Investors, Inc.
	  	  	 (as its General Partner)
	  
	  
	  	 By:	 /s/ Eric R. Seward
	  	 
 
	  	 Name:	 Eric R. Seward
	  	 Title:	 Vice President










 [This document is the Amended and Restated
  Agreement referenced in, and attached to, the 

  Sixth Amendment to Note Agreement, dated as of September 17, 2010]





 ALBANY
  INTERNATIONAL CORP.

  AND CERTAIN SUBSIDIARIES PARTY HERETO

  AS

  GUARANTORS

  

  $150,000,000

 6.84% SENIOR NOTES DUE OCTOBER
  25, 2017



AMENDED AND RESTATED

  NOTE AGREEMENT

  AND

  GUARANTY



 Dated as of October 25, 2005,

  as amended and restated as of July 16, 2010













 TABLE OF CONTENTS

  (Not Part of Agreement)

				
	  	  	  	 Page
	  	
      

       
	  
	 1.	 AUTHORIZATION OF ISSUE OF NOTES	 1  
	  
	 2.	 PURCHASE AND SALE OF NOTES	 2  
	  
	 3.	 CONDITIONS OF CLOSING	 2  
	 	 3A.	 Execution and Delivery of Documents	 2  
	  	 3B.	 Opinion of Purchaser’s Special Counsel	 3  
	  	 3C.	 Purchase Permitted By Applicable Laws	 3  
	  	 3D.	 Payment of Fees	 4  
	  
	 4.	 PREPAYMENTS	 4  
	  	 4A.	 Required Prepayments	 4  
	  	 4B.	 Optional Prepayment With Yield-Maintenance
      Amount	 4  
	  	 4C.	 Notice of Optional Prepayment	 4  
	  	 4D.	 Prepayment in Connection with a Pro Rata Prepayment
      Event	 4  
	  	 4E.	 Partial Payments Pro Rata	 6  
	  	 4F.	 Retirement of Notes	 6  
	  
	 5.	 AFFIRMATIVE COVENANTS	 6  
	  	 5A.	 Financial Statements	 6  
	  	 5B.	 Information Required by Rule 144A	 8  
	  	 5C.	 Notices of Material Events	 8  
	  	 5D.	 Inspection of Property; Books and Records	 9  
	  	 5E.	 [Intentionally Omitted]	9   
	  	 5F	 Covenant to Secure Note Equally	 9  
	  	 5G.	 Maintenance of Properties; Compliance with
      Laws	 10
	  	 5H.	 Insurance	 10
	  	 5I.	 ERISA	 10
	  	 5J.	 Payment of Notes and Maintenance of Office	 10
	  	 5K.	 Environmental Laws	 10
	  	 5L.	 Use of Proceeds	 11
	  	 5M.	 Further Assurances	 11
	  	 5N.	 Existence; Conduct of Business	 11
	  	 5O.	 Payment of Obligations	 11
	  
	 6.	 NEGATIVE COVENANTS	 11
	  	 6A.	 Subsidiary Indebtedness	 12
	  	 6B.	 Negative Pledge	 12
	  	 6C.	 Consolidations, Mergers and Sales of Assets	 14




 i









				
	  	 6D.	 Transactions with Affiliates	 15
	  	 6E.	 Restricted Payments	 15
	  	 6F.	 Limitations on Sale-Leasebacks	 16
	  	 6G.	 Investments, Loans, Advances, Guarantees
      and Acquisitions	 16
	  	 6H.	 Leverage Ratio	 18
	  	 6I.	 Interest Coverage Ratio	 18
	  	 6J.	 Lines of Business	 18
	  	 6K.	 Terrorism Sanctions Regulations	 18
	  
	 7.	 EVENTS OF DEFAULT	 18
	  	 7A.	 Acceleration	 18
	  	 7B.	 Rescission of Acceleration	 21
	  	 7C.	 Notice of Acceleration or Rescission	 22
	  	 7D.	 Other Remedies	 22
	  
	 8.	 REPRESENTATIONS, COVENANTS AND
      WARRANTIES	 22
	  	 8A.	 Organization; Authorization; Enforceability	 22
	  	 8B.	 Financial Statements	 22
	  	 8C.	 Actions Pending	 23
	  	 8D.	 Outstanding Indebtedness	 23
	  	 8E.	 Title to Properties	 23
	  	 8F.	 Taxes	 23
	  	 8G.	 Conflicting Agreements and Other Matters	 23
	  	 8H.	 Offering of Notes	 24
	  	 8I.	 Use of Proceeds	 24
	  	 8J.	 ERISA	 24
	  	 8K.	 Governmental Consent	 25
	  	 8L.	 Compliance with Laws	 25
	  	 8M.	 Environmental Compliance	 25
	  	 8N.	 Utility Company Status	 25
	  	 8O.	 Investment Company Status	 25
	  	 8P.	 Rule 144A	 26
	  	 8Q.	 Disclosure	 26
	  	 8R.	 Foreign Assets Control Regulations, Etc.	 26
	  	 8S.	 Subsidiaries	 26
	  	 8T.	 Solvency	 26
	  
	 9.	 REPRESENTATIONS OF THE PURCHASER	 27
	  	 9A.	 Nature of Purchase	 27
	  	 9B.	 Source of Funds	 27
	  
	 10.	 AI GUARANTY AGREEMENT	 28
	  	 10A.	 Guarantied Obligations	 28
	  	 10B.	 Payments and Performance	 29
	  	 10C.	 Releases	 29




 ii









				
	  	 10D.	 Waivers	 30
	  	 10E.	 Marshaling	 31
	  	 10F.	 Immediate Liability	 32
	  	 10G.	 Primary Obligations	 32
	  	 10H.	 No Reduction or Defense	 32
	  	 10I.	 Subordination	 33
	  	 10J.	 No Election	 34
	  	 10K.	 Severability	 34
	  	 10L.	 Appropriations	 34
	  	 10M.	 Other Enforcement Rights	 34
	  	 10N.	 Invalid Payments	 35
	  	 10O.	 No Waivers or Election of Remedies; Expenses;
      etc.	 35
	  	 10P.	 Restoration of Rights and Remedies	 35
	  	 10Q.	 No Setoff or Counterclaim	 35
	  	 10R.	 Further Assurances	 35
	  	 10S.	 Survival	 35
	  	 10T.	 Acknowledgment of Common Interests; etc.	 36
	  	 10U.	 Conversion of Currencies	 36
	  
	 11.	 DEFINITIONS; ACCOUNTING MATTERS	36 
	  	 11A.	 Yield-Maintenance Terms	 36
	  	 11B.	 Other Terms	 38
	  	 11C.	 Accounting and Legal Principles, Terms and
      Determinations	 49
	  
	 12.	 MISCELLANEOUS	 49
	  	 12A.	 Note Payments	 49
	  	 12B.	 Expenses	 50
	  	 12C.	 Consent to Amendments	 50
	  	 12D.	 Form, Registration, Transfer and Exchange
      of Notes; Lost Notes	 50
	  	 12E.	 Persons Deemed Owners; Participations	 51
	  	 12F.	 Survival of Representations and Warranties;
      Entire Agreement	 51
	  	 12G.	 Successors and Assigns	 52
	  	 12H.	 Notices	 52
	  	 12I.	 Payments Due on Non-Business Days	 52
	  	 12J.	 Governing Law	 52
	  	 12K.	 Consent to Jurisdiction; Waiver of Immunities	 52
	  	 12L.	 Severability	 53
	  	 12M.	 Descriptive Headings	 53
	  	 12N.	 Counterparts	 53
	  	 12O.	 Independence of Covenants	 53
	  	 12P.	 Waiver Of Jury Trial	 53
	  	 12Q.	 Independent Investigation	 54




 iii









 EXHIBITS

		
	 A	 Form Of Note
	 B	 Form Of Guarantor Joinder
	 C	 Form Of Opinion
	 D	 Form Of Indemnification, Subrogation and
      Contribution Agreement




 SCHEDULES

		
	 1A	 Guarantors
	 6A	 Debt
	 6B	 Liens
	 6D	 Certain Affiliate Matters
	 6G	 Subsidiary Information and Ownership
	 8C	 Litigation
	 8G	 Contractual Restrictions




 iv









 ALBANY INTERNATIONAL CORP.

  1373 Broadway

  Albany, NY 12204

 As of October 25, 2005

  as amended and restated as of July 16, 2010

 TO EACH OF THE PURCHASERS NAMED ON

  THE ATTACHED PURCHASER SCHEDULE

  

  Ladies and Gentlemen:

      The undersigned,
  ALBANY INTERNATIONAL CORP., a Delaware corporation (the “Company”) hereby
  agrees with each Purchaser as follows:

      1. AUTHORIZATION OF ISSUE
  OF NOTES.

      (a) The Company
  has authorized the issue of its senior promissory notes in the aggregate principal
  amount of $150,000,000, to be dated the date of issue thereof, to mature
  October 25, 2017, to bear interest on the unpaid balance thereof from the date
  thereof until the principal thereof shall have become due and payable at the
  rate of 6.84% per annum and on overdue payments at the rate specified therein,
  and to be substantially in the form of Exhibit A attached hereto. The term “Notes”
  as used herein shall include each such senior promissory note delivered pursuant
  to any provision of this Agreement and each such senior promissory note delivered
  in substitution or exchange for any other Note pursuant to any such provision.

      (b) To induce the
  Purchasers to enter into this Agreement, and to induce them to purchase the
  Notes from the Company in accordance with the terms hereof, the obligations
  of the Company hereunder and under the Notes are fully and unconditionally guaranteed
  by the Guarantors, as provided in the AI Guaranty Agreement. As of the Date
  of Closing, the Company owns the percentage of outstanding shares of each Guarantor
  as set forth on Schedule 6G, and, as a result, each Guarantor will receive a
  direct financial and economic benefit from the indebtedness to be incurred by
  the Company.









      2.
  PURCHASE AND SALE OF NOTES. The Company hereby agrees to sell to each
  Purchaser and, subject to the terms and conditions herein set forth, each Purchaser
  agrees to purchase from the Company, Notes in the aggregate principal amount
  set forth opposite such Purchaser’s name on the Purchaser Schedule hereto at
  100% of such aggregate principal amount. The Company will deliver to each Purchaser,
  at the offices of Prudential Capital Group at 1114 Avenue of the Americas, 30th
  Floor, New York, NY 10036, one or more Notes registered in its name, evidencing
  the aggregate principal amount of Notes to be purchased by such Purchaser and
  in the denomination or denominations specified in the Purchaser Schedule attached
  hereto, against payment of the purchase price thereof by transfer of immediately
  available funds for credit to the Company’s account established at such
  bank as shall be identified in a written instruction of the Company, delivered
  to each Purchaser not later than 1 Business Days prior to the Date of Closing,
  which shall be October 25, 2005 or any other date on or before October 31, 2005
  upon which the parties hereto may mutually agree (herein called the “Closing”
  or the "Date of Closing").

      3.
  CONDITIONS OF CLOSING. The obligation of each Purchaser to purchase and
  pay for the Notes to be purchased by it hereunder is subject to the satisfaction,
  on or before the Date of Closing, of the following conditions:

      3A.
  Execution and Delivery of Documents. Such Purchaser shall have received
  the following, each to be dated the Date of Closing unless otherwise indicated:


   (i) the Note(s) to be purchased by such Purchaser.

   (ii) a favorable opinion of (a) Cleary Gottlieb
    Steen & Hamilton LLP, special counsel to the Company and Guarantors, satisfactory
    to each Purchaser and substantially in the form of Exhibit C-1 attached hereto
    and as to such other matters as a Purchaser may reasonably request and (b)
    Charles Silva, General Counsel of the Company, satisfactory to each Purchaser
    and substantially in the form of Exhibit C-2 attached hereto and as to such
    other matters as a Purchaser may reasonably request. The Company and Guarantors
    hereby direct each such counsel to deliver such opinion, agree that the issuance
    and sale of any Notes will constitute a reconfirmation of such direction,
    and understands and agrees that each Purchaser will and hereby is authorized
    to rely on such opinion.

   (iii) the Certificate of Incorporation of the
    Company and each Guarantor, each certified as of a recent date by the Secretary
    of State (or equivalent official) of the jurisdiction of each such Person’s
    organization or incorporation.

   (iv) the Bylaws of the Company and each Guarantor
    certified by their respective Secretaries.

   (v) an incumbency certificate signed by the
    Secretary or an Assistant Secretary and one other officer of the Company and
    each Guarantor certifying as to the names, titles and true signatures of the
    officers of the Company or each Guarantor authorized to sign this Agreement
    and the Notes, or the AI Guaranty Agreement and the Indemnity, Subrogation



 2










   and Contribution Agreement (as the case may
    be), and the other documents to be delivered hereunder.

   (vi) a certificate of the Secretary of the
    Company and each Guarantor (A) attaching resolutions of the Board of Directors
    of such Person evidencing approval of the transactions contemplated by this
    Agreement and the issuance of the Notes, or the AI Guaranty Agreement and
    the Indemnity, Subrogation and Contribution Agreement (as the case may be),
    and the execution, delivery and performance thereof, and authorizing certain
    officers to execute and deliver the same, and certifying that such resolutions
    were duly and validly adopted and have not since been amended, revoked or
    rescinded, and (B) certifying that no dissolution or liquidation proceedings
    as to the Company or such Guarantor have been commenced or are contemplated.

 (vii) an Officer’s Certificate on behalf of
    t
    the Company and each Guarantor certifying that (A) the representations and
    warranties contained in Paragraph 8 shall be true on and as of the Date of
    Closing, except to the extent of changes caused by the transactions herein
    contemplated and (B) there shall exist on the Date of Closing no Event of
    Default or Default.

   (viii) corporate and tax good standing certificates
    as to the Company and each Guarantor, from their respective jurisdiction of
    organization or incorporation.

   (ix) Certified copies of Requests for Information
    or Copies (Form UCC 11) or equivalent reports listing all effective financing
    statements which name the Company or any Guarantor (under its present name
    and previous names) as debtor and which are filed in the offices of the Secretaries
    of State (or equivalent official) of their respective jurisdiction of organization
    or incorporation, together with copies of such financing statements.

   (x) such additional documents or certificates
    with respect to such legal matters or corporate or other proceedings related
    to the transactions contemplated hereby as may be reasonably requested by
    such Purchaser.



      3B.
  Opinion of Purchaser’s Special Counsel. Such Purchaser shall have received
  from special counsel for it in connection with this transaction, a favorable
  opinion satisfactory to such Purchaser as to such matters incident to the matters
  herein contemplated, as it may reasonably request.

      3C.
  Purchase Permitted By Applicable Laws. The purchase of and payment for
  the Notes to be purchased by such Purchaser on the Date of Closing on the terms
  and conditions herein provided (including the use of the proceeds of such Notes
  by the Company) shall not violate any applicable law or governmental regulation
  (including, without limitation, Section 5 of the Securities Act or Regulation
  T, U or X of the Board of Governors of the Federal Reserve System) and shall
  not subject such Purchaser to any tax, penalty or liability under or pursuant
  to any applicable law or regulation.

 3









      3D.
  Payment of Fees. The Company shall have paid to the Purchasers their
  pro rata shares of a structuring fee in the aggregate amount of $30,000.

      4.
  PREPAYMENTS. The Notes shall be subject to prepayment with respect to
  the required prepayments specified in Paragraph 4A and the optional prepayments
  permitted by Paragraph 4B.

      4A.
  Required Prepayments. Until the Notes shall be paid in full, the Company
  shall apply to the prepayment of the Notes, without Yield-Maintenance Amount,
  the sum of $50,000,000 on October 25 in each of the years 2013 and 2015,
  inclusive, and such principal amounts of the Notes, together with interest thereon
  to the prepayment dates, shall become due on such prepayment dates; provided
  that upon any partial prepayment of the Notes pursuant to Paragraph 4B or
  purchase of the Notes pursuant to Paragraph 4E, the principal amount of each
  required prepayment of the Notes becoming due under this Paragraph 4A on and
  after the date of such prepayment or purchase shall be reduced in the same proportion
  as the aggregate unpaid principal amount of the Notes is reduced as a result
  of such prepayment or purchase. The remaining principal amount of the Notes,
  together with interest accrued thereon, shall become due on the maturity date
  of the Notes.

      4B.
  Optional Prepayment With Yield-Maintenance Amount. The Notes shall be
  subject to prepayment, in whole at any time or from time to time in part (in
  multiples of $1,000,000 and integral multiples of $100,000 in excess
  thereof) at the option of the Company, at 100% of the principal amount so prepaid
  plus interest thereon to the prepayment date and the Yield-Maintenance Amount,
  if any, with respect to each Note. Any partial prepayment of the Notes pursuant
  to this Paragraph 4B shall be applied in satisfaction of required payments of
  principal on a pro rata basis.

      4C.
  Notice of Optional Prepayment. The Company shall give the holder of each
  Note irrevocable written notice of any prepayment pursuant to Paragraph 4B not
  less than 5 Business Days prior to the prepayment date, specifying such prepayment
  date and the principal amount of the Notes, and of the Notes held by such holder,
  to be prepaid on such date and stating that such prepayment is to be made pursuant
  to Paragraph 4B. Notice of prepayment having been given as aforesaid, the principal
  amount of the Notes specified in such notice, together with interest thereon
  to the prepayment date and together with the Yield-Maintenance Amount, if any,
  with respect thereto, shall become due and payable by the Company on such prepayment
  date. The Company shall, on or before the day on which it gives written notice
  of any prepayment pursuant to Paragraph 4B, give telephonic notice of the principal
  amount of the Notes to be prepaid and the prepayment date to each holder which
  shall have designated a recipient of such notices in the Purchaser Schedule
  attached hereto or by notice in writing to the Company.

      4D.
  Prepayment in Connection with a Pro Rata Prepayment Event. (a) The Company
  will, at least 10 Business Days prior to any Pro Rata Prepayment Event, give
  written notice of such Pro Rata Prepayment Event to each holder of Notes. Such
  notice shall contain and constitute an offer to make a Pro Rata Prepayment,
  as described in clause (b) below.

 4









      (b) The offer contemplated
  by clause (a) above shall be an irrevocable offer to make a Pro Rata Prepayment
  on a date specified in such offer (the “Proposed Prepayment Date”)
  not less than thirty (30) days and not more than sixty (60) days after the date
  of the applicable Pro Rata Prepayment Event. Each such notice shall specify
  such date, the aggregate principal amount of the Notes to be prepaid on such
  date, the principal amount of each Note held by such holder to be prepaid, and
  the interest to be paid on the prepayment date with respect to such principal
  amount being prepaid.

      (c) A holder of
  Notes may accept the offer to prepay made pursuant to this Paragraph 4D by causing
  a notice of such acceptance with respect thereto to be delivered to the Company
  not later than the 5th Business Day following the date of such holder’s
  receipt of the applicable offer. A failure by a holder of the Notes to timely
  respond to an offer to prepay made pursuant to this paragraph shall be deemed
  to constitute an irrevocable rejection of such offer by such holder.

      (d) Prepayment
  of the Notes to be prepaid pursuant to this Paragraph 4D shall be at 100% of
  the principal amount of such Notes, together with interest on such Notes accrued
  to the date of prepayment (and without any Yield-Maintenance Amount). The prepayment
  shall be made on the Proposed Prepayment Date.

      (e) Each offer
  to prepay the Notes pursuant to this paragraph shall be accompanied by an Officer’s
  Certificate and dated the date of such offer, specifying:


        (i) in reasonable
    detail, the nature and date or proposed date of the Pro Rata Prepayment Event
    to which it relates;

        (ii) the Proposed
    Prepayment Date;

        (ii) that such
    offer is made pursuant to this paragraph;

        (iii) the principal
    amount of each Note offered to be prepaid;

        (iv) the last
    date upon which the offer can be accepted or rejected, and setting forth the
    consequences of failing to provide an acceptance or rejection, as provided
    in clause (c) of this paragraph; and

        (v) the interest
    that would be due on each Note offered to be prepaid, accrued to the Proposed
    Prepayment Date.



      (f) Notwithstanding
  the foregoing, if the Company gives advance notice of a Pro Rata Prepayment
  Event which does not actually occur for any reason and such non-occurrence is
  not in violation of the applicable terms of the Revolving Credit Agreement (including,
  without limitation, the abandonment by the Company or a Subsidiary of the applicable
  sale, transfer or other disposition of property, or abandonment of the incurrence
  of Indebtedness, which was anticipated to trigger such Pro Rata Prepayment Event),
  then, the Company shall deliver to each Significant Holder a notice to such
  effect not later than 10 Business Days prior to applicable Proposed Prepayment
  Date, including a certification from a Financial Officer that such Pro Rata

 5









 Prepayment Event will not occur and that such
  non-occurrence is not in violation of the terms of the Revolving Credit Agreement
  and has not been postponed or re-scheduled, and upon timely receipt of such
  notice and certification, no Pro Rata Prepayment shall be required in respect
  of such cancelled Pro Rata Prepayment Event pursuant to this Paragraph 4D.

      (g) Any partial
  prepayment of the Notes pursuant to this Paragraph 4D will be applied in satisfaction
  of required payments of principal on a pro rata basis.

      4E.
  Partial Payments Pro Rata. Upon any partial prepayment of the Notes pursuant
  to Paragraph 4A, 4B or 4D, the principal amount so prepaid shall be allocated
  to all Notes at the time outstanding in proportion to the respective outstanding
  principal amounts thereof.

      4F.
  Retirement of Notes. The Company shall not, and shall not permit the
  Subsidiaries or their Affiliates to, prepay or otherwise retire in whole or
  in part prior to their stated final maturity (other than by prepayment pursuant
  to Paragraph 4A, 4B or 4D or upon acceleration of such final maturity pursuant
  to Paragraph 7A), or purchase or otherwise acquire, directly or indirectly,
  Notes held by any holder unless the Company, its Subsidiaries or its Affiliates
  shall have offered to prepay or otherwise retire or purchase or otherwise acquire,
  as the case may be, the same proportion of the aggregate principal amount of
  Notes held by each other holder of Notes at the time outstanding upon the same
  terms and conditions. Any Notes so prepaid or otherwise retired or purchased
  or otherwise acquired by the Company or any Subsidiaries or Affiliates shall
  not be deemed to be outstanding for any purpose under this Agreement.

      5.
  AFFIRMATIVE COVENANTS. So long as any Note or amount owing under this
  Agreement shall remain unpaid, the Company covenants and agrees that:

      5A.
  Financial Statements. The Company will deliver to each Significant Holder
  in duplicate:


        (i) no later
    than the earlier of (i) 10 days after the date that the Company is required
    to file a report on Form 10-Q with the Securities and Exchange Commission
    in compliance with the reporting requirements of Section 13 or 15(d) of the
    Securities Exchange Act of 1934, as amended (whether or not the Company is
    so subject to such reporting requirements), and (ii) 45 days after the end
    of each of the first three fiscal quarters of each fiscal year of the Company,
    its consolidated balance sheet and related statements of income, retained
    earnings and cash flows as of the end of and for such fiscal quarter and the
    then elapsed portion of the fiscal year, setting forth in each case in comparative
    form the figures for the corresponding period or periods of (or, in the case
    of the balance sheet, as of the end of) the previous fiscal year, all certified
    by one of its Financial Officers as presenting fairly in all material respects
    the financial condition and results of operations of the Company and its Consolidated
    Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal
    year-end audit adjustments and the absence of footnotes;



 6










        (ii) no later
    than the earlier of (i) 10 days after the date that the Company is required
    to file a report on Form 10-K with the Securities and Exchange Commission
    in compliance with the reporting requirements of Section 13 or 15(d) of the
    Securities Exchange Act of 1934, as amended (whether or not the Company is
    so subject to such reporting requirements), and (ii) 90 days after the end
    of each fiscal year of the Company, its audited consolidated balance sheet
    and related statements of income, retained earnings and cash flows as of the
    end of and for such year, setting forth in each case in comparative form the
    figures for the previous fiscal year, all reported on by PricewaterhouseCoopers
    LLP or other independent public accountants of recognized national standing
    (without a “going concern” or like qualification or exception and without
    any qualification or exception as to the scope of such audit) to the effect
    that such consolidated financial statements present fairly in all material
    respects the financial condition and results of operations of the Company
    and its Consolidated Subsidiaries on a consolidated basis in accordance with
    GAAP (the Purchasers acknowledge and accept the corrections to the Company’s
    fourth quarter 2009 financial statements heretofore disclosed by the Company);

        (iii) promptly
    after the same become publicly available, copies of all periodic and other
    reports, proxy statements and other materials filed by the Company or any
    Subsidiary with the Securities and Exchange Commission, or any Governmental
    Authority succeeding to any or all of the functions of said Securities and
    Exchange Commission, or with any national securities exchange, or distributed
    by the Company to its shareholders generally, as the case may be;

        (iv) by each
    date by which the Company is required to deliver financial statements under
    clause (i) or (ii) above, a certificate of a Financial Officer of the Company
    (a) certifying as to whether a Default has occurred and, if a Default has
    occurred, specifying the details thereof and any action taken or proposed
    to be taken with respect thereto, (b) setting forth reasonably detailed calculations
    demonstrating compliance with Paragraphs 6A, 6E, 6H and 6I hereof and (c)
    stating whether any change in GAAP or in the application thereof has occurred
    since the date of the Company’s audited financial statements referred to in
    Paragraph 8B and, if any such change has occurred, specifying the effect of
    such change on the financial statements accompanying such certificate;

        (v) by each date
    by which the Company is required to deliver financial statements under clause
    (ii) above, a certificate of the accounting firm that reported on such financial
    statements stating whether they obtained knowledge during the course of their
    examination of such financial statements of any Default or Event of Default
    (which certificate may be limited to the extent required by accounting rules
    or guidelines);

        (vi) promptly
    after the same become publicly available, copies of all periodic and other
    reports, proxy statements and other materials filed by the Company or any
    Subsidiary with the Securities and Exchange Commission, or any Governmental
    Authority succeeding to any or all of the functions of said Commission, or
    with any



 7










   national securities exchange, or distributed
    by the Company to its shareholders generally, as the case may be;

        (vii) promptly
    upon receipt thereof, a copy of the report submitted to the Company by independent
    accountants in connection with the regular annual audit made by them of the
    annual financial statements of the Company; and

        (viii) promptly
    following any request therefor, such other information regarding the operations,
    business affairs and financial condition of the Company or any Subsidiary,
    or compliance with the terms of any Transaction Document, as any Significant
    Holder may reasonably request.



 Financial statements required to be delivered
  pursuant to clauses (i) or (ii) of this Paragraph 5A shall be deemed to have
  been delivered if (i) such financial statements, or one or more annual or quarterly
  reports containing such financial statements, shall have been filed with the
  Securities and Exchange Commission and shall be available on the website of
  the SEC at http://www.sec.gov and (ii) the Company shall have notified
  each Significant Holder of such filing.

      5B.
  Information Required by Rule 144A. The Company will, upon the request
  of the holder of any Note, provide such holder, and any qualified institutional
  buyer designated by such holder, such financial and other information as such
  holder may reasonably determine to be necessary in order to permit compliance
  with the information requirements of Rule 144A under the Securities Act in connection
  with the resale of Notes, except at such times as the Company is subject to
  the reporting requirements of section 13 or 15(d) of the Exchange Act. For the
  purpose of this Paragraph 5B, the term “qualified institutional buyer” shall
  have the meaning specified in Rule 144A under the Securities Act.

      5C.
  Notices of Material Events. If, to the knowledge of any Financial Officer
  or other executive officer of Company, any of the following events has occurred:


   (a) any Default or Event of Default;

   (b) the filing or commencement of any action,
    suit or proceeding by or before any arbitrator or Governmental Authority against
    or affecting the Company or any Affiliate thereof that, if adversely determined,
    could reasonably be expected to result in a Material Adverse Effect;

   (c) any ERISA Event (as defined in the Revolving
    Credit Agreement) that, alone or together with any other ERISA Events (as
    defined in the Revolving Credit Agreement) that have occurred, could reasonably
    be expected to result in liability of the Company or its Subsidiaries in an
    aggregate amount exceeding $20,000,000; or

   (d) any other development that results in,
    or could reasonably be expected to result in,



 8










   a Material Adverse Effect;



 then the Company will furnish to each holder
  of the Notes prompt written notice of such occurrence. Each notice delivered
  under this paragraph shall be accompanied by a statement of a Financial Officer
  setting forth the details of the event or development requiring such notice
  and any action taken or proposed to be taken with respect thereto.

      5D.
  Inspection of Property; Books and Records. (a) The Company will maintain
  or cause to be maintained the books of record and account of the Company and
  each Guarantor and other Consolidated Subsidiary, in good order in accordance
  with sound business practice so as to permit its financial statements to be
  prepared in accordance with generally accepted accounting principles.

      (b) The Company
  will permit any Person designated by any holder of Notes in writing, at such
  holder’s expense (or, if an Event of Default does exist, at the Company’s
  expense), to visit and inspect any of the properties of and to examine the corporate
  books and financial records of the Company and make copies thereof or extracts
  therefrom and to discuss the affairs, finances and accounts of the Company with
  its principal officers and its independent public accountants, all at such reasonable
  times and as often as such holder may reasonably request; provided that nothing
  in this paragraph shall require the Company or any Guarantor to disclose any
  confidential or proprietary information constituting trade secrets.

      (c) With the consent
  of the Company (which consent will not be unreasonably withheld) or, if an Event
  of Default has occurred and is continuing, without the requirement of any such
  consent, the Company will permit any Person designated by any holder of Notes
  in writing, at such holder’s expense (or, if an Event of Default does exist,
  at the Company’s expense), to visit and inspect any of the properties of
  and to examine the corporate books and financial records of any Guarantor or
  other Consolidated Subsidiary and make copies thereof or extracts therefrom
  and to discuss the affairs, finances and accounts of such Guarantor or other
  Consolidated Subsidiary with its and the Company’s principal officers and the
  Company’s independent public accountants, all at such reasonable times and as
  often as such holder may reasonably request; provided that nothing in this paragraph
  shall require the Company or any Guarantor to disclose any confidential or proprietary
  information constituting trade secrets.

     5E.
  [INTENTIONALLY OMITTED]

      5F
  Covenant to Secure Note Equally. The Company covenants that, if it or
  any Subsidiary shall create or assume any Lien upon any of their property or
  assets, whether now owned or hereafter acquired, other than Liens permitted
  by the provisions of Paragraph 6B (unless prior written consent to the creation
  or assumption thereof shall have been obtained pursuant to Paragraph 12C), the
  Company will make or cause to be made effective provision whereby the Notes
  will be secured by such Lien equally and ratably with any and all other Indebtedness
  thereby secured so long as any such other Indebtedness shall be so secured;
  provided that the creation and maintenance of such equal and ratable
  Lien shall not in any way limit or modify the right of the holders of the Notes
  to enforce the provisions of Paragraph 6B.

 9









 Notwithstanding the foregoing, at no time shall
  the Company, any Guarantor or any other Subsidiary create or assume any Lien
  upon any of their property or assets, whether now owned or hereafter acquired,
  securing any obligations in respect of the Revolving Credit Agreement (other
  than those permitted by the provisions of clause (k) of Paragraph 6B).

      5G.
  Maintenance of Properties; Compliance with Laws. The Company will, and
  will cause each Subsidiary to, (i) keep and maintain all property material to
  the conduct of its business in good working order and condition, ordinary wear
  and tear excepted; except for such cases of non-compliance that, individually
  or in the aggregate, could not reasonably be expected to result in a Material
  Adverse Effect; and (ii) comply with all laws, rules, regulations and orders
  of any Governmental Authority applicable to it, its operations or its property,
  except where the failure to do so, individually or in the aggregate, could not
  reasonably be expected to result in a Material Adverse Effect.

      5H.
  Insurance. The Company will, and will cause each Subsidiary to, maintain,
  with financially sound and reputable insurance companies, insurance (a) against
  such casualties, contingencies and risks (and with such risk retentions), (b)
  of such types, and (c) in such amounts as shall be customary for companies of
  established reputation engaged in the same or similar businesses, and will furnish,
  and cause each Subsidiary to furnish, to the Required Holders (upon request),
  information in reasonable detail as to the insurance carried by it.

      5I.
  ERISA. (i) Compliance. The Company will, and will cause each ERISA
  Affiliate to, at all times with respect to each Plan, make timely payments of
  contributions required to meet not less than the minimum funding standard set
  forth in ERISA or the Code with respect thereto and, with respect to each Multiemployer
  Plan, make timely payment of contributions required to be paid thereto as provided
  by Section 515 of ERISA and comply with all other provisions of ERISA, except
  for such failures to make contributions and failures to comply as would not
  have Material Adverse Effect.

           (ii)
  Non-US Pension Plans. The Company will, and will cause each Subsidiary
  to, make all required payments in respect of funding any non-US pension Plan
  applicable to such Person and otherwise fully comply with all applicable laws,
  statutes, rules and regulations governing or affecting such non-US pension Plan
  if the failure to make such payments or so comply could reasonably be expected
  to have a Material Adverse Effect.

      5J.
  Payment of Notes and Maintenance of Office. The Company will punctually
  pay, or cause to be paid, the principal and interest (and premium, if any) to
  become due in respect of Notes according to the terms thereof and will maintain
  an office at the address of the Company set forth in Paragraph 12H hereof where
  notices, presentations and demands in respect hereof or the Notes may be made
  upon it. Such office will be maintained at such address until such time as the
  Company will notify the holders of the Notes of any change of location of such
  office.

      5K.
  Environmental Laws. (i) The Company will, and will cause each Subsidiary
  to, (a) comply with Environmental Laws applicable to it, and obtain, comply
  with and maintain any and all Environmental Permits necessary for its operation
  as conducted and as planned; and (b)

 10









 take all reasonable efforts to ensure that all
  tenants, subtenants, contractors, subcontractors and invitees comply with all
  Environmental Laws, and obtain, comply with and maintain any and all Environmental
  Permits applicable to any of them insofar as any failure to so comply, obtain
  or maintain reasonably could be expected to adversely affect the Company or
  any of its Subsidiaries. For purposes of this Paragraph 5K, non-compliance shall
  be deemed not to constitute a breach of this covenant provided that,
  upon learning of any actual or suspected noncompliance, the Company shall promptly
  undertake or cause to be undertaken reasonable efforts to achieve compliance,
  and provided further, that, in any case, such noncompliance, and any
  other noncompliance with any Environmental Law, individually or in the aggregate,
  could not reasonably be expected to result in a Material Adverse Effect.

      (ii) The Company
  will, and will cause each Subsidiary to, promptly comply with all orders and
  directives of all Governmental Authorities regarding Environmental Laws, other
  than such orders or directives as to which an appeal has been timely and promptly
  taken in good faith, provided that no Default will arise under this clause
  to the extent the failure to comply with any or all such appealed orders or
  directives could not reasonably be expected to result in a Material Adverse
  Effect.

      5L.
  Use of Proceeds. The Company will use the proceeds of the sale of the
  Notes only to refinance Indebtedness under the Revolving Credit Agreement and
  for general corporate purposes.

      5M.
  Further Assurances. The Company will, and will cause each Subsidiary
  to, execute any and all further documents, agreements and instruments, and take
  all further action that may be required under applicable law, or that the Required
  Holders may reasonably request, in order that the Guaranty Requirement shall
  be satisfied at all times.

      5N.
  Existence; Conduct of Business. The Company will, and will cause each
  Subsidiary to, do or cause to be done all things necessary to preserve, renew
  and keep in full force and effect its legal existence and the rights, licenses,
  permits, privileges, franchises, patents, copyrights, trademarks and tradenames
  material to the conduct of the business of the Company and Subsidiaries, taken
  as a whole; provided that the foregoing shall not prohibit any merger,
  consolidation, liquidation, dissolution or other transaction permitted under
  Paragraph 6C.

      5O.
  Payment of Obligations. The Company will, and will cause each Subsidiary
  to, pay its Indebtedness and other obligations (including liabilities in respect
  of any and all present or future taxes, levies, imposts, duties, deductions,
  charges or withholdings imposed by any Governmental Authority), before the same
  shall become delinquent or in default, except where (a) the validity or amount
  thereof is being contested in good faith by appropriate proceedings and the
  Company or such Subsidiary has set aside on its books adequate reserves with
  respect thereto in accordance with GAAP or (b) failure to pay could not reasonably
  be expected to result in a Material Adverse Effect.

      6.
  NEGATIVE COVENANTS. So long as any Note or amount owing under this Agreement
  shall remain unpaid, the Company covenants and agrees that:

 11









      6A.
  Subsidiary Indebtedness. The sum of (a) the total Indebtedness of all
  Consolidated Subsidiaries (excluding (i) Indebtedness under this Agreement,
  (ii) Indebtedness set forth on Schedule 6A, (iii) Indebtedness owed to the Company
  or to a Subsidiary, (iv) reimbursement obligations in respect of undrawn letters
  of credit incurred in the ordinary course of business, (v) Indebtedness of any
  Guarantor and (vi) the Indebtedness of Chinese Subsidiaries in an aggregate
  principal amount not to exceed the equivalent of $25,000,000) plus (b) the
  consideration (other than any note of a Subsidiary that serves as a conduit
  in a sale or financing transaction with respect to Receivables) directly or
  indirectly received by any Consolidated Subsidiary from any Person (other than
  the Company or a Subsidiary) for Receivables sold, which Receivables remain
  uncollected at such time (other than delinquent Receivables sold for collection
  in the ordinary course of business and not as part of a financing transaction),
  will at no time exceed $100,000,000.

      6B.
  Negative Pledge. Neither the Company nor any Consolidated Subsidiary
  will create, incur, assume or suffer to exist any Lien on any asset now owned
  or hereafter acquired by it, except:


   (a) any Lien created under the Transaction
    Documents;

   (b) Liens existing on the date hereof, securing
    Indebtedness outstanding on the date hereof and set forth on Schedule 6B;

   (c) any Lien on any asset securing Indebtedness
    incurred or assumed for the purpose of financing all or any part of the cost
    of acquiring such asset, provided that such Lien attaches to such asset concurrently
    with or within 180 days after the acquisition thereof;

   (d) any Lien existing on any asset of any corporation
    at the time such corporation becomes a Consolidated Subsidiary, provided that
    (i) such Lien is not created in contemplation of or in connection with such
    corporation becoming a Consolidated Subsidiary, (ii) such Lien shall not apply
    to any other property or assets of the Company or any Subsidiary and (iii)
    such Lien shall secure only those obligations which it secures on the date
    such corporation becomes a Consolidated Subsidiary and extensions, renewals
    and replacements thereof that do not increase the outstanding principal amount
    thereof;

   (e) any Lien on any asset of any corporation
    existing at the time such corporation is merged or consolidated with or into
    the Company or any Consolidated Subsidiary and not created in contemplation
    of such event; provided that such Lien shall not extend to other properties
    or assets of the Company or any Subsidiary and shall secure only those obligations
    which it secures on the date of such merger or consolidation and extensions,
    renewals and replacements thereof that do not increase the outstanding principal
    amount thereof;

   (f) any Lien existing on any asset prior to
    the acquisition thereof by the Company or any Consolidated Subsidiary and
    not created in contemplation of such acquisition;



 12










   (g) any Lien arising out of the refinancing,
    extension, renewal or refunding of any Indebtedness secured by any Lien permitted
    by any of the foregoing clauses of this paragraph; provided that such
    Indebtedness is not increased and is not secured by any additional assets;

   (h) Liens for taxes that are not yet subject
    to penalties for non-payment or are being contested in good faith, or minor
    survey exceptions or minor encumbrances, easements or other rights of others
    with respect to, or zoning or other governmental restrictions as to the use
    of, real property that do not, in the aggregate, materially impair the use
    of such property in the operation of the businesses of the Company and the
    Subsidiaries;

   (i) (i) Liens arising out of judgments or awards
    against the Company or any Subsidiary with respect to which such Person is,
    in good faith, prosecuting an appeal or proceedings for review and (ii) Liens
    incurred by the Company or any Subsidiary for the purpose of obtaining a stay
    or discharge in any legal proceeding to which the Company or any Subsidiary
    is a party; provided that the Liens permitted by the foregoing clause
    (ii) shall not secure obligations in an aggregate principal amount outstanding
    in excess of 5.0% of Consolidated Tangible Net Worth;

   (j) (i) carriers’, warehousemen’s, mechanics’,
    materialmen’s, repairmen’s, landlord’s or other like Liens arising in the
    ordinary course of business for sums which are not overdue for a period of
    more than 60 days or which are being contested in good faith by appropriate
    proceedings, (ii) pledges or deposits in connection with workers’ compensation,
    unemployment insurance and other social security legislation and deposits
    securing liability to insurance carriers under insurance or self-insurance
    arrangements, and (iii) deposits to secure the performance of bids, trade
    contracts (other than for Indebtedness), leases (other than Capitalized Lease
    Obligations), statutory obligations, surety and appeal bonds, performance
    bonds and other obligations of a like nature incurred in the ordinary course
    of business;

   (k) Liens (if any) arising pursuant to Section
    5 of the Subsidiary Guarantee Agreement or Section 3 of the Indemnity, Subrogation
    and Contribution Agreement (each used in this clause as defined in the Revolving
    Credit Agreement), in each case as in effect on July 16, 2010, and Liens that
    constitute cash collateralization of letters of credit or rights of set-off
    in connection with the Revolving Credit Agreement; provided that the
    Company and Guarantors shall not, at any time, maintain aggregate cash balances
    in excess of $100,000,000 in all accounts with the lenders under the Revolving
    Credit Agreement (or Affiliate thereof) that are subject to such set-off or
    similar rights; and

   (l) Liens not otherwise permitted by the foregoing
    clauses of this paragraph securing Indebtedness (other than Indebtedness in
    respect of the Revolving Credit Agreement) in an aggregate principal amount
    outstanding not to exceed 5.0% of Consolidated Tangible Net Worth.



 13









      6C.
  Consolidations, Mergers and Sales of Assets. The Company will not, and
  will not permit any Subsidiary to, consolidate or merge with, or sell, lease
  or otherwise dispose of any of its assets to, or, in the case of a Subsidiary,
  issue or sell any Equity Interests in such Subsidiary to, any Person (other
  than the Company or a Subsidiary), except that, so long as no Default would
  result under any other provision of this Agreement:


   (a) any Person may merge with and into the
    Company or any Subsidiary Guarantor; provided that the Company or such Subsidiary
    Guarantor, as the case may be, is the surviving Person;

   (b) any Person other than the Company or a
    Subsidiary Guarantor may merge with and into any Subsidiary that is not a
    Subsidiary Guarantor; provided that such Subsidiary is the surviving
    Person;

   (c) subject to Paragraph 6G, the Company or
    any Subsidiary may sell, lease or otherwise dispose of any of its assets to
    the Company or any other Subsidiary;

   (d) the Company or any Subsidiary may sell,
    lease or otherwise dispose of any of its inventory in the ordinary course
    of business and any of its assets which are obsolete, excess or unserviceable;

   (e) any Foreign Subsidiary may sell Receivables
    in one or more transactions in the ordinary course of business and consistent
    with past practice, the proceeds of which transactions are used for working
    capital;

   (f) the Company and the Subsidiaries may carry
    out sale and leaseback transactions permitted under Paragraph 6F and may make
    investments permitted under Paragraph 6G;

   (g) the Company and the Subsidiaries may carry
    out a Permitted AEC Transaction;

   (h) in addition to the foregoing, the Company
    or any Subsidiary may sell or otherwise dispose of Equity Interests in any
    Subsidiary, and any Subsidiary may issue and sell its Equity Interests, to
    one or more Persons other than the Company and the Subsidiaries if (i) the
    applicable Subsidiary remains a Subsidiary after giving effect to such transaction
    and (ii) after giving effect to such transaction, the aggregate amount of
    minority equity interests in Subsidiaries (excluding any such interests sold
    in a Permitted AEC Transaction) does not exceed 7.5% of Consolidated Tangible
    Net Worth; and

   (i) in addition to the foregoing, the Company
    or any Subsidiary may sell, lease or otherwise dispose of any of its assets
    for fair value (other than as permitted by clauses (a) through (h) above);
    provided that (i) no such transaction, when taken together with all
    previous such transactions, shall result in all or substantially all of the
    assets of the Company and the Subsidiaries having been sold or otherwise disposed
    of, (ii) no such transaction shall result in a reduction in the percentage
    of the Equity Interests of any



 14










   Subsidiary owned directly or indirectly by
    the Company unless all the Equity Interests in such Subsidiary owned directly
    or indirectly by the Company are disposed of and (iii) when applicable, the
    Net Proceeds (as defined in the Revolving Credit Agreement) from any such
    transaction shall be used in such a manner as to comply with the provisions
    of (y) Sections 2.10(c) and 6.03(i) of the Revolving Credit Agreement (or
    any successor or equivalent provision) and (z) Paragraph 4D of this Agreement.



      6D.
  Transactions with Affiliates. The Company will not, and will not permit
  any Subsidiary to, directly or indirectly, pay any funds to or for the account
  of, make any investment in or engage in any transaction with any Affiliate (other
  than the Company or a Subsidiary none of the Equity Interests in which are owned
  directly or indirectly by an Affiliate of the Company that is not a Subsidiary),
  except that:


   (a) the Company may declare and pay a Restricted
    Payment permitted by Paragraph 6E;

   (b) the Company or any Subsidiary may make
    payments or provide compensation, and reimburse related expenses, for services
    rendered by (i) any Affiliate who is an officer, director or employee of the
    Company or any Subsidiary and (ii) J. Spencer Standish;

   (c) the Company or any Subsidiary may make
    any investment permitted by Paragraph 6G; provided that any such transaction
    with an Affiliate referred to in clause (f) or (k) of Paragraph 6G is on terms
    and conditions at least as favorable to the Company or such Subsidiary as
    the terms and conditions that would apply in an arms’ length transaction
    with a Person not an Affiliate;

   (d) the Company or any Subsidiary (i) may make
    sales to or purchases from any Affiliate and, in connection therewith, extend
    credit, may make payments or provide compensation for services rendered by
    any Affiliate, and may engage in any other transaction with any Affiliate,
    in each case in the ordinary course of business and consistent with past practice,
    or in the case of any entity created pursuant to a Permitted AEC Transaction,
    on arms’ length terms, and (ii) may repurchase common stock of the Company
    from any Affiliate; provided that any such transaction with an Affiliate pursuant
    to clause (i) or (ii) is on terms and conditions at least as favorable to
    the Company or such Subsidiary as the terms and conditions that would apply
    (1) in an arm’s length transaction with a Person not an Affiliate or
    (2) in the case of a transaction relating to pension, deferred compensation,
    insurance or other benefit plans with an Affiliate employee, in a similar
    transaction with a non-Affiliate employee; and

   (e) the Company or any Subsidiary may engage
    in transactions with the entities listed on Schedule 6D to the extent consistent
    with past practice.



      6E.
  Restricted Payments. The Company will not declare or make any Restricted
  Payment unless, immediately after giving effect to such Restricted Payment,
  (a) the Leverage

 15









 Ratio does not exceed 3.50 to 1.00; and (b) no
  Default shall have occurred and be continuing. In the event that the corresponding
  covenant in the Revolving Credit Agreement to this Paragraph  6E (currently Section
  6.05) is amended or modified to be more restrictive (including any amendment
  or modification to any defined term directly or indirectly used in such definition)
  then, without any further action on the part of the Company or any of the holders
  of the Notes, this Paragraph 6E and any related defined terms shall be deemed
  to be amended automatically to match the corresponding amendments or modifications
  to the Revolving Credit Agreement.

      6F.
  Limitations on Sale-Leasebacks. The Company will not, and will not permit
  any Subsidiary to, enter into any arrangement, directly or indirectly, with
  any Person whereby the Company or a Subsidiary shall sell or transfer property,
  whether now owned or hereafter acquired, and then or thereafter rent or lease
  as lessee such property or any part thereof or any other property which the
  Company or any Subsidiary intends to use for substantially the same purpose
  or purposes as the property being sold or transferred, unless (a) such transaction
  is effected within 180 days of the property being placed in service by the Company
  or such Subsidiary and results in a lease obligation incurred or assumed for
  the purpose of financing all or any part of the cost of acquiring such property,
  (b) when applicable, the Net Proceeds (as defined in the Revolving Credit Agreement)
  from any such transaction shall be used in such a manner as to comply with the
  provisions of (i) Sections 2.10(c) and 6.06(c) of the Revolving Credit Agreement
  (or any successor or equivalent provision) and (ii) Paragraph 4D of this Agreement,
  or (c) after giving effect to any such sale or transfer, the aggregate fair
  market value of all property of the Company and its Subsidiaries so sold or
  transferred after the date hereof, and not permitted under clauses (a) or (b)
  above, does not exceed $75,000,000.

      6G.
  Investments, Loans, Advances, Guarantees and Acquisitions. The Company
  will not, and will not permit any Subsidiary to, purchase, hold or acquire (including
  pursuant to any merger with any Person that was not a Subsidiary prior to such
  merger) any Equity Interests, evidences of Indebtedness or other securities
  (other than any Hedging Agreement entered into in the ordinary course of business)
  of, make or permit to exist any loans or advances (excluding accounts receivable
  arising out of the sale of goods and services reflected on the Company’s consolidated
  balance sheet as current assets) to, Guarantee any obligations of, or make or
  permit to exist any investment or any other interest in, any other Person, or
  purchase or otherwise acquire (in one transaction or a series of transactions)
  any assets of any other Person constituting a business unit, except:


   (a) Permitted Investments;

   (b) (i) investments existing on the date hereof
    in the capital stock of Subsidiaries or in Indebtedness of Subsidiaries and
    (ii) other investments existing on the date hereof and set forth on Schedule
    6G;

   (c) acquisitions of assets of or Equity Interests
    in other Persons for consideration consisting solely of common stock of the
    Company;

   (d) (i) acquisitions of assets of or Equity
    Interests in other Persons that are not



 16










   Affiliates of the Company if at the time of
    and after giving pro forma effect to each such acquisition and any related
    incurrence of Indebtedness, the Leverage Ratio does not exceed (A) 3.00 to
    1.00 if each such acquisition and any related incurrences of Indebtedness
    occur on or prior to December 31, 2011, or (B) 3.50 to 1.00 in all other cases,
    and (ii) and loans or advances to Subsidiaries to provide funds required to
    effect such acquisitions;

   (e) (i) any investment, loan or advance by
    the Company or a Guarantor in or to the Company or another Guarantor, (ii)
    any investment, loan or advance by a Subsidiary that is not a Guarantor in
    or to the Company or a Guarantor; provided that each such loan or advance
    referred to in this preceding clause (ii) shall be subordinated to the obligations
    hereunder (it being understood that any such subordination shall not be construed
    to create a Lien), (iii) any investment, loan or advance by any Subsidiary
    that is not a Guarantor in or to any other Subsidiary that is not a Guarantor
    and (iv) any investment, loan or advance by the Company or any Guarantor in
    or to any Subsidiary that is not a Guarantor; provided that each investment,
    loan or advance referred to in this clause (iv) must be in an outstanding
    principal amount that, together with the aggregate outstanding principal amount
    of all other investments, loans and advances permitted by this clause (iv),
    but net of all amounts paid by such non-Guarantor in or to the Company and/or
    any of the Guarantors after July 16, 2010 that constitute repayments of loans
    or advances made by the Company and/or such Guarantors or returns of capital
    (as opposed to returns on capital) invested by the Company and/or such Guarantors,
    shall not exceed $100,000,000 and (v) in addition to investments, loans
    and advances permitted under the preceding clause (iv), any investment, loan
    or advance by the Company or a Guarantor to any Subsidiary that is not a Guarantor
    (whether directly or indirectly through one or more intervening Subsidiaries
    that is not a Guarantor) and the business operations of which are in China,
    South Korea or Brazil; provided that each investment, loan or advance
    referred to in the this clause (v) must be in an outstanding principal amount
    that, together with the aggregate outstanding principal amount of all other
    investments, loan and advances permitted by this clause (v), but net of all
    amounts paid by such non-Guarantor to the Company and/or any of the Guarantors
    after July 16, 2010 that constitute repayments of loans or advances made by
    the Company and/or such Guarantors or returns of capital (as opposed to returns
    on capital) invested by the Company and/or such Guarantors, shall not exceed
    $150,000,000;

   (f) Guarantees by a Subsidiary constituting
    Indebtedness permitted by Paragraph 6A (provided that a Subsidiary shall not
    Guarantee any obligation of the Company unless such Subsidiary also becomes
    a Guarantor in respect of the Guarantied Obligations) and Guarantees by the
    Company of Indebtedness of a Subsidiary permitted by Paragraph 6A;

   (g) Guarantees by the Company of obligations
    of Albany International Holding (Switzerland) AG to Bank of America, N.A.
    under one or more Limited Guaranty and Indemnity Agreements substantially
    in the form of Exhibit G to the Revolving Credit Agreement, to be entered
    into after the date hereof, between the Company and Bank of America, N.A.
    in respect of overdrafts or currency hedging transactions in an aggregate



 17










   amount not to exceed $20,000,000 at any
    time;

   (h) investments received in connection with
    the bankruptcy or reorganization of, or settlement of delinquent accounts
    and disputes with, customers and suppliers, in each case in the ordinary course
    of business;

   (i) loans or other advances to employees consistent
    with past practice;

   (j) any Permitted AEC Transaction; and

   (k) other investments not permitted under clauses
    (a) through (j) above in an aggregate amount not exceeding $75,000,000
    at any time.



      6H.
  Leverage Ratio. The Company will not permit the Leverage Ratio on any
  date to exceed 3.50 to 1.00. In the event that the corresponding covenant in
  the Revolving Credit Agreement to this Paragraph 6H (currently Section 6.08)
  is amended or modified to be more restrictive (including any amendment or modification
  to any defined term directly or indirectly used in such definition) then, without
  any further action on the part of the Company or any of the holders of the Notes,
  this Paragraph 6H (and any related defined terms) shall be deemed to be amended
  automatically to match the corresponding amendments or modifications to the
  Revolving Credit Agreement.

      6I.
  Interest Coverage Ratio. The Company will not permit the ratio of (i)
  Consolidated EBITDA for any period of four consecutive fiscal quarters to (ii)
  to Consolidated Interest Expense during such four fiscal quarter period to be
  less than 3.00 to 1.00.

      6J.
  Lines of Business. The Company will not, and will not permit any Subsidiary
  to, engage at any time in any business or business activity other than a business
  conducted by the Company and its Subsidiaries on the date hereof and business
  activities reasonably related thereto.

      6K.
  Terrorism Sanctions Regulations. The Company will not, and will not permit
  any Guarantor or other Material Subsidiary to (a) become a Person described
  or designated in the Specially Designated Nationals and Blocked Persons List
  of the Office of Foreign Assets Control or in Section 1 of Executive Order No.
  13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions
  with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed.
  Reg. 49, 079 (2001), as amended, or (b) engage in any dealings or transactions
  with any such Person in violation of applicable law, rule or regulation.

      7.
  EVENTS OF DEFAULT.

      7A.
  Acceleration. If any of the following events shall occur and be continuing
  for any reason whatsoever (and whether such occurrence shall be voluntary or
  involuntary or come about or be effected by operation of law or otherwise):

 18










        (i) default in
    the payment of any principal of, or Yield-Maintenance Amount payable with
    respect to, any Note when the same shall become due, either by the terms thereof
    or otherwise as herein provided; or

        (ii) default
    in the payment of any interest on any Note for more than five (5) days after
    the same becomes due and payable; or

        (iii) The Company
    or any Subsidiary (a) shall fail to make any payment (whether of principal,
    premium, fee or interest and regardless of amount) in respect of any Material
    Indebtedness, when and as the same shall become due and payable, or (b) any
    event or condition occurs that results in any Material Indebtedness becoming
    due prior to its scheduled maturity or that enables or permits (with or without
    the giving of notice, the lapse of time or both) the holder or holders of
    any Material Indebtedness or any trustee or agent on its or their behalf to
    cause any Material Indebtedness to become due, or to require the prepayment,
    repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
    provided that, this clause (b) shall not apply to (i) secured Indebtedness
    that becomes due as a result of the voluntary sale or transfer of the property
    or assets securing such Indebtedness and (ii) Indebtedness of any of the Company’s
    Chinese subsidiaries held by Chinese banks that is subject to customary demand
    or acceleration rights so long as any such debt subject to an actual demand
    for payment or acceleration is fully refinanced or repaid within 30 days following
    the date on which the principal of such Indebtedness becomes due as a result
    of such demand or acceleration; or

        (iv) any representation
    or warranty made or deemed made by or on behalf of the Company or any Subsidiary
    in or in connection with any Transaction Document (or any amendment or modification
    thereof or waiver thereunder) or in any report, certificate, financial statement
    or other document furnished pursuant to or in connection with any Transaction
    Document or any amendment or modification thereof or waiver thereunder, shall
    prove to have been incorrect in any material respect when made or deemed made;
    or

        (v) the Company
    fails to perform or observe any agreement contained in Paragraphs 5C, 5L,
    5N (with respect to the Company’s existence) or 6, or in the last sentence
    of Paragraph 5F; or

        (vi) [INTENTIONALLY
    OMITTED]

        (vii) the Company
    or any Guarantor fails to perform or observe any other agreement, term or
    condition contained herein or in any Transaction Document and such failure
    shall continue unremedied for a period of 30 days after notice thereof from
    the Required Holders to the Company (which notice will be given at the request
    of any holder of Notes); or

        (viii) the Company
    or any Guarantor or Material Subsidiary shall become unable (or admit in writing
    its inability) to pay its debts as such debts become due, or is generally
    not paying its debts as such debts become due; or



 19










        (ix) the Company
    or any Guarantor or Material Subsidiary shall (i) voluntarily commence any
    proceeding or file any petition seeking liquidation, reorganization or other
    relief under any Federal, state or foreign bankruptcy, receivership, reorganization,
    compromise, arrangement, insolvency, readjustment of debt, dissolution or
    liquidation or similar law, whether now or hereafter in effect (herein called
    the “Bankruptcy Law”), (ii) consent to the institution of, or fail
    to contest in a timely and appropriate manner, any proceeding or petition
    described in clause (x) of this paragraph, (iii) apply for or consent to the
    appointment of a receiver, trustee, custodian, sequestrator, conservator or
    similar official for the Company or any Guarantor or Material Subsidiary or
    for a substantial part of its assets, (iv) file an answer admitting the material
    allegations of a petition filed against it in any such proceeding, (v) make
    a general assignment for the benefit of creditors or (vi) take any action
    for the purpose of effecting any of the foregoing; or

        (x) an involuntary
    proceeding shall be commenced or an involuntary petition shall be filed seeking
    (i) liquidation, reorganization or other relief in respect of the Company,
    any Guarantor or any Material Subsidiary or its debts, or of a substantial
    part of its assets, under any Bankruptcy Law or (ii) the appointment of a
    receiver, trustee, custodian, sequestrator, conservator or similar official
    for the Company, any Guarantor or any Material Subsidiary or for a substantial
    part of its assets, and, in any such case, such proceeding or petition shall
    continue undismissed for 60 days or an order or decree approving or ordering
    any of the foregoing shall be entered; or

        (xi) any order,
    judgment or decree is entered in any proceedings against the Company or any
    Guarantor or Material Subsidiary decreeing the dissolution, split-up or divestiture
    of assets of the Company or any Guarantor or Material Subsidiary, and such
    order, judgment or decree remains unstayed and in effect for more than 60
    days; or

        (xii) one or
    more judgments in an aggregate amount in excess of $20,000,000 is rendered
    against the Company or any of the Guarantors or Subsidiaries, or any combination
    thereof, and the same shall remain undischarged for a period of 30 consecutive
    days during which execution shall not be effectively stayed, or any action
    shall be legally taken by a judgment creditor to attach or levy upon any assets
    of the Company or any of the Guarantors or Subsidiaries to enforce any such
    judgment; or

        (xiii) (A) any
    Plan shall fail to satisfy the minimum funding standards of ERISA or the Code
    for any plan year or part thereof or a waiver of such standards or extension
    of any amortization period is sought or granted under section 412 of the Code,
    (B) a notice of intent to terminate any Plan shall have been or is reasonably
    expected to be filed with the PBGC or the PBGC shall have instituted proceedings
    under ERISA section 4042 to terminate or appoint a trustee to administer any
    Plan or the PBGC shall have notified the Company or any ERISA Affiliate that
    a Plan may become a subject of such proceedings, (C) the aggregate “amount
    of unfunded benefit liabilities” (within the meaning of section 4001(a)(18)
    of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
    shall exceed $20,000,000 in respect of any single fiscal year or $35,000,000
    in



 20










   the aggregate, (D) the Company, a Guarantor
    or any ERISA Affiliate shall have incurred or is reasonably expected to incur
    any liability pursuant to Title I or IV of ERISA or the penalty or excise
    tax provisions of the Code relating to employee benefit plans, (E) the Company,
    a Guarantor or any ERISA Affiliate withdraws from any Multiemployer Plan,
    or (F) the Company, a Guarantor or any Subsidiary establishes or amends any
    employee welfare benefit plan that provides post-employment welfare benefits
    in a manner that would increase the liability of the Company, a Guarantor
    or any Subsidiary thereunder; and any such event or events described in the
    foregoing clauses either individually or together with any other such event
    or events, could reasonably be expected to result in liability of the Company,
    a Guarantor and any of the Subsidiaries in an aggregate amount exceeding (y)
    $20,000,000 in any fiscal year or (z) $35,000,000 in the aggregate;
    or

        (xiv) the AI
    Guaranty Agreement shall cease to be, or shall be asserted by the Company
    or any Guarantor not to be, a legal, valid and binding obligation of each
    Guarantor; or

        (xv) a Change
    in Control shall occur;



 then (a) if such event is an Event of Default
  specified in clause (ix) or (x) of this Paragraph 7A with respect to the Guarantors
  or the Company, all of the Notes at the time outstanding shall automatically
  become immediately due and payable, together with interest accrued thereon and
  the Yield-Maintenance Amount, if any, with respect to each Note, without presentment,
  demand, protest or notice of any kind, all of which are hereby waived by the
  Company, and (b) with respect to any other event constituting an Event of Default,
  the Required Holder(s) may at its or their option, by notice in writing to the
  Company, declare all of the Notes to be, and all of the Notes shall thereupon
  be and become, immediately due and payable together with interest accrued thereon
  and together with the Yield-Maintenance Amount, if any, with respect to each
  Note, without presentment, demand, protest or other notice of any kind, all
  of which are hereby waived by the Company.

 The Company acknowledges, and the parties hereto
  agree, that each holder of a Note has the right to maintain its investment in
  the Notes free from repayment by the Company (except as herein specifically
  provided for) and that the provision for payment of the Yield-Maintenance Amount
  by the Company in the event that the Notes are prepaid or are accelerated as
  a result of an Event of Default, is intended to provide compensation for the
  deprivation of such right under such circumstances.

      7B.
  Rescission of Acceleration. At any time after any or all of the Notes
  shall have been declared immediately due and payable pursuant to Paragraph 7A,
  the Required Holder(s) may, by notice in writing to the Company, rescind and
  annul such declaration and its consequences if (i) the Company shall have paid
  all overdue interest on the Notes, the principal of and Yield-Maintenance Amount,
  if any, payable with respect to any Notes which have become due otherwise than
  by reason of such declaration, and interest on such overdue interest and overdue
  principal and Yield-Maintenance Amount at the rate specified in the Notes, (ii)
  the Company shall not have paid any amounts which have become due solely by
  reason of such

 21









 declaration, (iii) all Events of Default and
  Defaults, other than non-payment of amounts which have become due solely by
  reason of such declaration, shall have been cured or waived pursuant to Paragraph
  12C, and (iv) no judgment or decree shall have been entered for the payment
  of any amounts due pursuant to the Notes or this Agreement. No such rescission
  or annulment shall extend to or affect any subsequent Event of Default or Default
  or impair any right arising therefrom.

      7C.
  Notice of Acceleration or Rescission. Whenever any Note shall be declared
  immediately due and payable pursuant to Paragraph 7A or any such declaration
  shall be rescinded and annulled pursuant to Paragraph 7B, the Company shall
  forthwith give written notice thereof to the holder of each Note at the time
  outstanding.

      7D.
  Other Remedies. If any Event of Default or Default shall occur and be
  continuing, the holder of any Note may proceed to protect and enforce its rights
  under this Agreement and such Note by exercising such remedies as are available
  to such holder in respect thereof under applicable law, either by suit in equity
  or by action at law, or both, whether for specific performance of any covenant
  or other agreement contained in this Agreement or in aid of the exercise of
  any power granted in this Agreement. No remedy conferred in this Agreement upon
  the holder of any Note is intended to be exclusive of any other remedy, and
  each and every such remedy shall be cumulative and shall be in addition to every
  other remedy conferred herein or now or hereafter existing at law or in equity
  or by statute or otherwise.

      8.
  REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company and Guarantors
  represent, covenant and warrant as follows:

      8A.
  Organization; Authorization; Enforceability. The Company and each of
  the Subsidiaries is duly organized, validly existing and in good standing under
  the laws of the jurisdiction of its organization, has all requisite power and
  authority to carry on its business as now conducted and, except where the failure
  to do so, individually or in the aggregate, could not reasonably be expected
  to result in a Material Adverse Effect, is qualified to do business, and is
  in good standing, in every jurisdiction where such qualification is required.
  The Transactions to be entered into by the Company and the Guarantors and are
  within their respective corporate powers and have been duly authorized by all
  necessary corporate and, if required, stockholder action. This Agreement has
  been duly executed and delivered by the Company and the Guarantors and constitutes,
  and each other Transaction Document to which the Company or any Guarantor is
  to be a party, when executed and delivered by such Person, will constitute,
  a legal, valid and binding obligation of the Company or such Guarantor, as the
  case may be, enforceable in accordance with its terms, subject to applicable
  bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
  rights generally and subject to general principles of equity, regardless of
  whether considered in a proceeding in equity or at law.

      8B.
  Financial Statements. The Company has heretofore furnished to the Purchasers
  its consolidated balance sheet and statements of income, retained earnings and
  cash flows (i) as of and for the fiscal year ended December 31, 2009, reported
  on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as
  of and for the fiscal quarter ended March 31,

 22









 2010, certified by its chief financial officer.
  Such financial statements present fairly, in all material respects, the financial
  position and results of operations and cash flows of the Company and its Consolidated
  Subsidiaries as of such dates and for such periods in accordance with GAAP,
  subject to year-end audit adjustments and the absence of footnotes in the case
  of the statements referred to in clause (ii) above (the Purchasers acknowledge
  and accept the corrections to the Company’s fourth quarter 2009 financial
  statements heretofore disclosed by the Company). Except as described in the
  Company’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2010,
  there has been no event, development or circumstance that has had or could reasonably
  be expected to have a Material Adverse Effect since December 31, 2009.

      8C.
  Actions Pending. Except as disclosed on Schedule 8C, there are no actions,
  suits or proceedings by or before any arbitrator or Governmental Authority pending
  against or, to the knowledge of the Company, threatened against or affecting
  the Company or any of the Subsidiaries (i) as to which there is a reasonable
  possibility of an adverse determination and that, if adversely determined, could
  reasonably be expected, individually or in the aggregate, to result in a Material
  Adverse Effect or (ii) that involve any of the Transaction Documents or the
  transactions contemplated thereby.

      8D.
  Outstanding Indebtedness. Neither the Company, nor any Subsidiary, has
  outstanding any Material Indebtedness except as set forth in Schedule 6A. There
  exists no default under the provisions of any instrument evidencing such Material
  Indebtedness or of any agreement relating thereto.

      8E.
  Title to Properties. (a) The Company and each Subsidiary, has good title
  to, or valid leasehold interests in, all its real and personal properties and
  assets material to its business, except for minor defects in title that do not
  interfere with its ability to conduct its business as currently conducted or
  to utilize its properties and assets for their intended purposes. All such owned
  properties and assets, and all such leasehold interests, are free and clear
  of Liens, other than Liens expressly permitted under Paragraph 6B.

      (b) The Company
  and each Subsidiary, owns, or is licensed to use, all trademarks, tradenames,
  copyrights, patents and other intellectual property material to its business,
  and the use thereof by the Company and Subsidiaries, does not infringe upon
  the rights of any other Person, except for any such infringements that, individually
  or in the aggregate, could not reasonably be expected to result in a Material
  Adverse Effect.

      8F.
  Taxes. The Company and each Subsidiary has timely filed or caused to
  be filed all Tax returns and reports required to have been filed and has paid
  or caused to be paid all Taxes required to have been paid by it, except (a)
  any Taxes that are being contested in good faith by appropriate proceedings
  and for which the Company or such Subsidiary, as applicable, has set aside on
  its books adequate reserves or (b) to the extent that the failure to do so could
  not reasonably be expected to result in a Material Adverse Effect.

      8G.
  Conflicting Agreements and Other Matters. Neither the Company, nor any
  Subsidiary, is a party to any contract or agreement or subject to any charter
  or other corporate

 23









 restriction which materially and adversely affects
  its business, property or assets, or financial condition. Neither the execution
  nor delivery of this Agreement or any other Transaction Document, nor the offering,
  issuance and sale of the Notes, nor fulfillment of nor compliance with the terms
  and provisions hereof and of the Notes and other Transaction Documents will
  conflict with, or result in a breach of the terms, conditions or provisions
  of, or constitute a default under, or result in any violation of, or result
  in the creation of any Lien upon any of the properties or assets of the Company,
  any Guarantor or any other Subsidiary, pursuant to, the charter or bylaws of
  the Company, any Guarantor or any other Subsidiary, any award of any arbitrator
  or any agreement (including any agreement with stockholders), instrument, order,
  judgment, decree, statute, law, rule or regulation to which any the Company,
  any Guarantor or any other Subsidiary is subject. Neither the Company, nor any
  Subsidiary, is a party to, or otherwise subject to any provision contained in,
  any instrument evidencing Indebtedness of the Company, any Guarantor or any
  other Subsidiary, any agreement relating thereto or any other contract or agreement
  (including its charter) which limits the amount of, or otherwise imposes restrictions
  on the incurring of, Indebtedness of the Company or any Guarantor of the type
  to be evidenced by the Notes, except as set forth in the agreements listed in
  Schedule 8G attached hereto.

      8H.
  Offering of Notes. None of the Company, or any Guarantor, or any agent
  acting on any of their behalf has, directly or indirectly, offered the Notes
  or any similar security of the Company or any Guarantor for sale to, or solicited
  any offers to buy the Notes or any similar security of the Company or any Guarantor
  from, or otherwise approached or negotiated with respect thereto with, any Person
  other than the Purchaser(s), and none of the Company or any Guarantor or any
  agent acting on any of their behalf has taken or will take any action which
  would subject the issuance or sale of the Notes to the provisions of Section
  5 of the Securities Act or to the provisions of any securities or Blue Sky law
  of any applicable jurisdiction.

      8I.
  Use of Proceeds. The proceeds from the sale of the Notes will be used
  by the Company to refinance outstanding indebtedness under the Revolving Credit
  Agreement and for general corporate purposes. No part of the proceeds from the
  sale of the Notes hereunder will be used, directly or indirectly, for the purpose
  of buying or carrying any margin stock, except in compliance with the provisions
  of applicable law, or for the purpose of buying or carrying or trading in any
  securities under such circumstances as to involve the Company in a violation
  of Regulation X of said Board (12 CFR 224). Margin stock does not and will not
  at any time constitute more than 25% of the value of the consolidated assets
  of the Company and its Subsidiaries. As used in this Section, the terms “margin
  stock” and “purpose of buying or carrying” shall have
  the meanings assigned to them in said Regulation U.

      8J.
  ERISA. No accumulated funding deficiency (as defined in section 302 of
  ERISA and section 412 of the Code), whether or not waived, exists with respect
  to any Plan (other than a Multiemployer Plan). No liability to the PBGC has
  been or is expected by the Company or any ERISA Affiliate to be incurred with
  respect to any Plan (other than a Multiemployer Plan) by the Company, any Subsidiary
  or any ERISA Affiliate which is or would be materially adverse to the business,
  condition (financial or otherwise) or operations of the Company and Subsidiaries
  taken as a whole. None of the Company, any Subsidiary, or any ERISA Affiliate
  has incurred or presently expects to incur any withdrawal liability under Title
  IV of ERISA with respect to any

 24









 Multiemployer Plan which is or would be materially
  adverse to the business, condition (financial or otherwise) or operations of
  the Company and Subsidiaries taken as a whole. The execution and delivery of
  this Agreement and the issuance and sale of the Notes will be exempt from, or
  will not involve any transaction which is subject to, the prohibitions of section
  406 of ERISA and will not involve any transaction in connection with which a
  penalty could be imposed under section 502(i) of ERISA or a tax could be imposed
  pursuant to section 4975 of the Code. The representation by the Company and
  Guarantors in the next preceding sentence is made in reliance upon and subject
  to the accuracy of the representation in Paragraph 9B.

      8K.
  Governmental Consent. Neither the nature of the Company or Subsidiaries,
  nor any of their respective businesses or properties, nor any relationship between
  the Company or Subsidiaries, and any other Person, nor any circumstance in connection
  with the offering, issuance, sale or delivery of the Notes is such as to require
  any authorization, consent, approval, exemption or other action by or notice
  to or filing with any court or administrative or governmental body (other than
  routine filings after the Date of Closing with the Securities and Exchange Commission
  and/or state Blue Sky authorities) in connection with the execution and delivery
  of this Agreement, the offering, issuance, sale or delivery of the Notes or
  fulfillment of or compliance with the terms and provisions hereof or of the
  Notes.

      8L.
  Compliance with Laws. The Company and each Subsidiary is in compliance
  with all laws, regulations and orders of any Governmental Authority applicable
  to it or its property, except where the failure to be in compliance, individually
  or in the aggregate, could not reasonably be expected to result in a Material
  Adverse Effect.

      8M.
  Environmental Compliance. Neither the Company nor any Subsidiary (i)
  has failed to comply with any Environmental Law or to obtain, maintain or comply
  with any permit, license or other approval required under any Environmental
  Law, (ii) has become subject to any Environmental Liability, (iii) has received
  notice of any claim with respect to any Environmental Liability, or (iv) knows
  of any basis for any Environmental Liability, except, in each case, for failures
  and liabilities that, individually or in the aggregate, could not reasonably
  be expected to result in a Material Adverse Effect.

      8N.
  Utility Company Status. None of the Company or the Subsidiaries is a
  (i) “holding company,” a “subsidiary company” of a “holding company” or an “affiliate”
  of a “holding company” or of a “subsidiary company” of a “holding company,”
  as such terms are defined in the Public Utility Holding Company Act of 1935,
  as amended or (ii) public utility within the meaning of the Federal Power Act,
  as amended.

      8O.
  Investment Company Status. None of the Company or the Subsidiaries is
  an “investment company” or a company “controlled” by an “investment company”
  within the meaning of the Investment Company Act of 1940, as amended, or an
  “investment adviser” within the meaning of the Investment Advisers Act of 1940,
  as amended.

 25









      8P.
  Rule 144A. The Notes are not of the same class as securities of the Company,
  if any, listed on a national securities exchange, registered under Section 6
  of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

      8Q.
  Disclosure. Neither this Agreement nor any other document, certificate
  or statement furnished to any Purchaser by or on behalf of the Company or Guarantors
  in connection herewith (as modified or supplemented by other information so
  furnished to the Purchasers), taken as a whole, contains any untrue statement
  of a material fact or omits to state a material fact necessary in order to make
  the statements contained herein and therein, in light of the circumstances under
  which they were made, not misleading; provided, that, with respect to
  projected financial information, the foregoing shall be limited to a representation
  and warranty that such information was prepared in good faith, subject to the
  express qualifications set forth in such projections, based upon assumptions
  believed by it to be reasonable at the time (the Purchasers acknowledge and
  accept the corrections to the Company’s fourth quarter 2009 financial statements
  heretofore disclosed by the Company).

      8R.
  Foreign Assets Control Regulations, Etc.

      (a) Neither the
  sale of the Notes by the Company hereunder nor its use of the proceeds thereof
  will violate the Trading with the Enemy Act, as amended, or any of the foreign
  assets control regulations of the United States Treasury Department (31 CFR,
  Subtitle B, Chapter V, as amended) or any enabling legislation or executive
  order relating thereto.

      (b) None of the
  Company or Guarantors, or any other Subsidiary (i) is a Person described or
  designated in the Specially Designated Nationals and Blocked Persons List of
  the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order
  or (ii) engages in any dealings or transactions with any such Person. The Company,
  Guarantors and other Subsidiaries are in compliance, in all material respects,
  with the USA Patriot Act.

      (c) No part of
  the proceeds from the sale of the Notes hereunder will be used, directly or
  indirectly, for any payments to any governmental official or employee, political
  party, official of a political party, candidate for political office, or anyone
  else acting in an official capacity, in order to obtain, retain or direct business
  or obtain any improper advantage, in violation of the United States Foreign
  Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act
  applies to the Company.

      8S.
  Subsidiaries. Schedule 6G sets forth the name and jurisdiction of organization
  of, and the ownership of the Company and Guarantors in each Subsidiary, identifying
  each such Subsidiary that is a Guarantor, in each case as of the Date of Closing.

      8T.
  Solvency. After giving effect to the issuance of the Notes, (a) the fair
  value of the assets of the Company and each Guarantor will exceed its debts
  and liabilities, subordinated, contingent or otherwise; (b) the present fair
  saleable value of the property of the Company and each Guarantor will be greater
  than the amount that will be required to pay the probable liability of its debts
  and other liabilities, subordinated, contingent or otherwise, as such debts
  and other

 26









 liabilities become absolute and matured; (c)
  the Company and each Guarantor will be able to pay its debts and liabilities,
  subordinated, contingent or otherwise, as such debts and liabilities become
  absolute and matured; and (d) the Company and each Guarantor will not have unreasonably
  small capital with which to conduct the business in which it is engaged as such
  business is now conducted and is proposed to be conducted following the Date
  of Closing.

      9.
  REPRESENTATIONS OF THE PURCHASER. Each Purchaser represents as follows:

      9A.
  Nature of Purchase. Such Purchaser is not acquiring the Notes to be purchased
  by it hereunder with a view to or for sale in connection with any distribution
  thereof within the meaning of the Securities Act, provided that the disposition
  of its property shall at all times be and remain within its control. Such Purchaser
  acknowledges that the Notes have not been registered under the Securities Act
  and may not be offered or sold in the absence of an applicable exemption from
  the registration requirements of the Securities Act.

      9B.
  Source of Funds. At least one of the following statements is an accurate
  representation as to each source of funds (a “Source”) to be
  used by such Purchaser to pay the purchase price of the Notes to be purchased
  by such Purchaser hereunder:


        (i) the Source
    is an “insurance company general account” (as the term is defined
    in the United States Department of Labor’s Prohibited Transaction Exemption
    (“PTE”) 95-60) in respect of which the reserves and liabilities
    (as defined by the annual statement for life insurance companies approved
    by the National Association of Insurance Commissioners (the “NAIC
    Annual Statement”)) for the general account contract(s) held by or
    on behalf of any employee benefit plan together with the amount of the reserves
    and liabilities for the general account contract(s) held by or on behalf of
    any other employee benefit plans maintained by the same employer (or affiliate
    thereof as defined in PTE 95-60) or by the same employee organization in the
    general account do not exceed 10% of the total reserves and liabilities of
    the general account (exclusive of separate account liabilities) plus surplus
    as set forth in the NAIC Annual Statement filed with such Purchaser’s
    state of domicile; or

        (ii) the Source
    is a separate account that is maintained solely in connection with such Purchaser’s
    fixed contractual obligations under which the amounts payable, or credited,
    to any employee benefit plan (or its related trust) that has any interest
    in such separate account (or to any participant or beneficiary of such plan
    (including any annuitant)) are not affected in any manner by the investment
    performance of the separate account; or

        (iii) the Source
    is either (a) an insurance company pooled separate account, within the meaning
    of PTE 90-1 or (b) a bank collective investment fund, within the meaning of
    the PTE 91-38 and, except as disclosed by such Purchaser to the Company in
    writing pursuant to this clause (iii), no employee benefit plan or group of
    plans maintained by the same employer or employee organization beneficially
    owns more than



 27










   10% of all assets allocated to such pooled
    separate account or collective investment fund; or

        (iv) the Source
    constitutes assets of an “investment fund” (within the meaning of
    Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a
    “qualified professional asset manager” or “QPAM” (within
    the meaning of Part V of the QPAM Exemption), no employee benefit plan’s
    assets that are included in such investment fund, when combined with the assets
    of all other employee benefit plans established or maintained by the same
    employer or by an affiliate (within the meaning of Section V(c)(1) of the
    QPAM Exemption) of such employer or by the same employee organization and
    managed by such QPAM, exceed 20% of the total client assets managed by such
    QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
    neither the QPAM nor a person controlling or controlled by the QPAM (applying
    the definition of “control” in Section V(e) of the QPAM Exemption)
    owns a 5% or more interest in the Company and (a) the identity of such QPAM
    and (b) the names of all employee benefit plans whose assets are included
    in such investment fund have been disclosed to the Company in writing pursuant
    to this clause (iv); or

        (v) the Source
    constitutes assets of a “plan(s)” (within the meaning of Section
    IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house
    asset manager” or “INHAM” (within the meaning of Part IV of
    the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM
    Exemption are satisfied, neither the INHAM nor a person controlling or controlled
    by the INHAM (applying the definition of “control” in Section IV(h)
    of the INHAM Exemption) owns a 5% or more interest in the Company and (a)
    the identity of such INHAM and (b) the name(s) of the employee benefit plan(s)
    whose assets constitute the Source have been disclosed to the Company in writing
    pursuant to this clause (v); or

        (vi) the Source
    is a governmental plan; or

        (vii) the Source
    is one or more employee benefit plans, or a separate account or trust fund
    comprised of one or more employee benefit plans, each of which has been identified
    to the Company in writing pursuant to this clause (vii); or

        (viii) the Source
    does not include assets of any employee benefit plan, other than a plan exempt
    from the coverage of ERISA.



 As used in this Paragraph 9B, the terms “employee
  benefit plan,” “governmental plan,” and “separate account”
  shall have the respective meanings assigned to such terms in Section 3 of ERISA.

      10.
  AI GUARANTY AGREEMENT

      10A.
  Guarantied Obligations. The Guarantors party to this Agreement, in consideration
  of the execution and delivery of this Agreement and the purchase of the Notes
  by

 28









 the Purchasers, hereby irrevocably, unconditionally,
  absolutely, jointly and severally guarantee, on a continuing basis, to each
  holder of Notes as and for such Guarantor’s own debt, until final and indefeasible
  payment in cash has been made, the due and punctual payment by the Company of
  the principal of, and interest, and the Yield-Maintenance Amount (if any) on,
  the Notes at any time outstanding and the due and punctual payment of all other
  amounts payable, and all other indebtedness owing, by the Company to the holders
  of the Notes under this Agreement and the Notes, in each case when and as the
  same shall become due and payable, whether at maturity, pursuant to mandatory
  or optional prepayment, by acceleration or otherwise, all in accordance with
  the terms and provisions hereof and thereof; it being the intent of the Guarantors
  that the obligations guaranteed by the guaranty set forth in this Paragraph
  10A are referred to in this Paragraph 10 as the “Guarantied Obligations”
  and the guaranty thereof set forth in this Paragraph 10A is referred to in this
  Agreement, together with any AI Guarantor Joinder Agreement, as the “AI
  Guaranty Agreement”.

      10B.
  Payments and Performance. In the event that the Company fails to make,
  on or before the due date thereof, any payment to be made of any principal amount
  of, or interest or Yield-Maintenance Amount on, or in respect of, the Notes
  or of any other amounts due to any holder of Notes under the Notes or this Agreement,
  after giving effect to any applicable grace periods or cure provisions or waivers
  or amendments, each Guarantor shall cause forthwith to be paid the moneys in
  respect of which such failure has occurred in accordance with the terms and
  provisions of this Agreement and the Notes. In furtherance of the foregoing,
  if any or all the Notes have been accelerated as provided in Paragraph 7A (and
  such acceleration has not been rescinded by action of the Required Holders),
  the Guarantied Obligations in respect of such Notes shall forthwith become due
  and payable without notice, regardless of whether the acceleration of such Notes
  shall be stayed, enjoined, delayed or deemed ineffective. Nothing shall discharge
  or satisfy the obligations of the Guarantors under the AI Guaranty Agreement
  except the full, final and indefeasible payment in cash of the Guarantied Obligations.

       10C.
  Releases.  Each of the Guarantors consent and agree that, without any
  notice whatsoever to or by the Guarantors, except with respect to any action
  (but not any failure to act) referred to in clauses (i), (ii) and (iv) below
  (it being understood that the Guarantors shall be deemed to have notice of any
  matter as to which the Company has knowledge), and without impairing, releasing,
  abating, deferring, suspending, reducing, terminating or otherwise affecting
  the obligations of the Guarantors hereunder, each holder of Notes, by action
  or inaction, may:

           (i)
  compromise or settle, renew or extend the period of duration or the time for
  the payment, or discharge the performance of, or may refuse to, or otherwise
  not, enforce, or may, be action or inaction, release all or any one or more
  parties to, any one or more of the Notes, this Agreement, or any other guaranty
  or agreement or instrument related thereto or hereto;

           (ii)
  assign, sell or transfer, or otherwise dispose of, any one or more of the Notes;

 29









           (iii)
  grant waivers, extensions, consents and other indulgences of any kind whatsoever
  to the Company or any Guarantor or any other Person liable in any manner in
  respect of all or any part of the Guarantied Obligations;

           (iv)
  amend, modify or supplement in any manner whatsoever and at any time (or from
  time to time) any one or more of the Notes, this Agreement, or any other guaranty
  or any agreement or instrument related thereto or hereto;

           (v)
  release or substitute any one or more of the endorsers or guarantors of the
  Guarantied Obligations whether parties hereto or not; and

          (vi)
  sell, exchange, release, accept, surrender or enforce rights in, or fail to
  obtain or perfect or to maintain, or caused to be obtained, perfected or maintained,
  the perfection of any security interest or other Lien on, by action or inaction,
  any property at any time pledged or granted as security in respect of the Guarantied
  Obligations, whether so pledged or granted by the Company, a Guarantor or any
  other Person.

 The Guarantors hereby ratify and confirm any
  such action specified in this Paragraph 10C and agree that the same shall be
  binding upon each Guarantor. The Guarantors hereby waive any and all defenses,
  counterclaims or offsets which the Guarantors might or could have by reason
  thereof.

      10D.
  Waivers. To the fullest extent permitted by law, each of the Guarantors
  hereby waives:

           (i)
  notice of acceptance of this Agreement;

           (ii)
  notice of any purchase or acceptance of the Notes under this Agreement, or the
  creation, existence or acquisition of any of the Guarantied Obligations, subject
  to any such Guarantor’s right to make inquiry of each holder of Notes to
  ascertain the amount of the Guarantied Obligations at any reasonable time;

           (iii)
  notice of the amount of the Guarantied Obligations, subject to any Guarantor’s
  right to make inquiry of each holder of Notes to ascertain the amount of the
  Guarantied Obligations at any reasonable time;

           (iv)
  notice of adverse change in the financial condition of the Company or any Guarantor
  or any other fact that might increase the Company’s or such Guarantor’s
  risk hereunder;

           (v)
  notice of presentment for payment, demand, protest, and notice thereof as to
  the Notes or any other instrument;

 30









           (vi)
  all other notices and demands to which the Company or any Guarantor might otherwise
  be entitled (except if such notice or demand is specifically otherwise required
  to be given to the Company or such Guarantor under this Agreement);

           (vii)
  the right by statute or otherwise to require any or each holder of Notes to
  institute suit against the Company or any Guarantor or to exhaust the rights
  and remedies of any or each holder of Notes against the Company or any Guarantor,
  such Guarantor being bound to the payment of each and all Guarantied Obligations,
  whether now existing or hereafter accruing, as fully as if such Guarantied Obligations
  were directly owing to each holder of Notes by such Guarantor;

           (ix)
  any defense arising by reason of any disability or other defense (other than
  the defense that the Guarantied Obligations shall have been fully, finally and
  indefeasibly paid) of the Company or any Guarantor or by reason of the cessation
  from any cause whatsoever of the liability of the Company or any Guarantor in
  respect thereof;

           (x)
  any stay (except in connection with a pending appeal), valuation, appraisal,
  redemption or extension law now or at any time hereafter in force that, but
  for this waiver, might be applicable to any sale of Property of the Company
  or any Guarantor made under any judgment, order or decree based on this Agreement,
  and the Company or such Guarantor covenants that it will not ant any time insist
  upon or plead, or in any manner claim or take the benefit or advantage of any
  such law; and

           (xi)
  at all times prior to full, final and indefeasible payment of the Guarantied
  Obligations, any claim of any nature arising out of any right of indemnity,
  contribution, reimbursement, indemnification or any similar right or any claim
  of subrogation (whether such right or claim arises under contract, common law
  or statutory or civil law (including, without limitation, Section 509 of the
  United States Bankruptcy Code) arising in respect of any payment made under
  this Agreement or in connection with this Agreement, against the Company or
  any Guarantor (including Liens on the property of the Company or any Guarantor),
  in each case whether or not the Company or such Guarantor at any time shall
  be the subject of any proceeding brought under any Bankruptcy Law, and the Company
  or such Guarantor further agrees that it will not file any claims against either
  Company or the estate of either Company in the course of any such proceeding
  or otherwise, and further agrees that each holder of Notes may specifically
  enforce the provisions of this clause (xi).

      10E.
  Marshaling. Each of the Guarantors hereby consent and agree:

           (i)
  that each holder of Notes, and each Person acting for the benefit of one or
  more of the holders of Notes, shall be under no obligation to marshal any assets
  in favor of the Guarantors or against or in payment of any or all of the Guarantied
  Obligations; and

           (ii)
  that, to the extent that any Guarantor makes a payment or payments to any holder
  of the Notes, which payment or payments or any part thereof are subsequently
  invalidated, declared to be fraudulent or preferential, set aside or required,
  for any of the foregoing reasons or

 31









 for any other reason, to be repaid or paid over
  to a custodian, trustee, receiver or any other party under any Bankruptcy Law,
  other common or civil law, or equitable cause, then, to the extent of such payment
  or repayment, the obligation or part thereof intended to be satisfied thereby
  shall be revived and continued in full force and effect as if such payment or
  payments had not been made and the Guarantor shall be primarily liable for such
  obligation.

      10F.
  Immediate Liability. The Guarantors agree that the liability of the Guarantors
  in respect of this Guarantee shall be immediate and shall not be contingent
  upon the exercise or enforcement by any holder of Notes or any other Person
  of whatever remedies such holder of Notes or other Person may have against the
  Company or any Guarantor or the enforcement of any Lien or realization upon
  any security such holder of Notes or other Person may at any time possess.

      10G.
  Primary Obligations. The AI Guaranty Agreement is a primary and original
  obligation of the Guarantors and is an absolute, unconditional, continuing and
  irrevocable guaranty of payment and shall remain in full force and effect without
  respect to any action by any holder of Notes specified in Paragraph 10C hereof
  or any future changes in conditions, including, without limitation, change of
  law or any invalidity or irregularity with respect to the issuance or assumption
  of any obligations (including, without limitation, the Notes) of or by the Company
  or any Guarantor, or with respect to the execution and delivery of any agreement
  (including, without limitation, the Notes and this Agreement) by the Company
  or any other Person.

      10H.
  No Reduction or Defense. The obligations of the Guarantors under this
  Agreement, and the rights of any holder of Notes to enforce such obligations
  by any proceedings, whether by action at law, suit in equity or otherwise, shall
  not be subject to any reduction, limitation, impairment or termination, whether
  by reason of any claim of any character whatsoever or otherwise (other than
  payment in full of all amounts owing hereunder or under the Notes), including,
  with limitation, claims of waiver, release, surrender, alteration or compromise,
  and shall not be subject to any defense (other than any defense based upon the
  irrevocable payment in full of the obligations of the Company and the Guarantors
  under this Agreement and the Notes), set-off, counterclaim, recoupment or termination
  whatsoever.

      Without limiting
  the generality of the foregoing, the obligations of the Guarantors shall not
  be discharged or impaired by:

           (i)
  any default (including, without limitation, any Default or Event of Default),
  failure or delay, willful or otherwise, in the performance of any obligations
  by the Company or any Guarantor, or any of their respective Subsidiaries or
  Affiliates;

           (ii)
  any proceeding of, or involving, the Company or any Guarantor, or any of their
  respective Subsidiaries or Affiliates under any Bankruptcy Law, or any merger,
  consolidation, reorganization, dissolution, liquidation, sale of assets or winding
  up or change in corporate constitution or corporate identity or loss of corporate
  identity of the Company or any Guarantor, or any other Subsidiary or Affiliate;

 32









           (iii)
  any incapacity or lack of power, authority or legal personality of, or dissolution
  or change in the directors, stockholders or status of, the Company or any Guarantor,
  or any other Subsidiary or Affiliate or any other Person;

           (iv)
  impossibility or illegality of performance on the part of the Company or any
  Guarantor under this Agreement or the Notes;

           (v)
  the invalidity, irregularity or unenforceability of the Notes, this Agreement
  or any documents referred to therein or herein;

           (vi)
  in respect of the Company or any Guarantor, or any Subsidiary or Affiliate,
  any change of circumstances, whether or not foreseen or foreseeable, whether
  or not imputable to the Company or any Guarantor, or any Subsidiary or Affiliate,
  or impossibility of performance through fire, explosion, accident, labor disturbance,
  floods, droughts, embargoes, wars (whether or not declared), terrorist activities,
  civil commotions, acts of God or the public enemy, delays or failure of suppliers
  or carriers, inability to obtain materials or any other causes affecting performance,
  or any other force majeure, whether or not beyond the control of the Company
  or any Guarantor, or any Subsidiary or Affiliate and whether or not of the kind
  hereinbefore specified;

           (vii)
  any attachment, claim, demand, charge, Lien, order, process, encumbrance or
  any other happening or event or reason, similar or dissimilar to the foregoing,
  or any withholding or diminution at the source, by reason of any taxes, assessments,
  expenses, indebtedness, obligations or liabilities of any character, foreseen
  or unforeseen, and whether or not valid, incurred by or against any Person,
  corporation or entity, or any claims, demands, charges, Liens or encumbrances
  of any nature, foreseen or unforeseen, incurred by any Person, or against any
  sums payable under this Agreement or the Notes, so that such sums would be rendered
  inadequate or would be unavailable to make the payments herein provided; or

           (viii)
  any order, judgment, decree, ruling or regulation (whether or not valid) of
  any court of any government authority or agency thereof, or any other action,
  happening, event or reason whatsoever which shall delay, interfere with, hinder
  or prevent, or in any way adversely affect, the performance by the Company or
  any Guarantor of any of their respective obligations under this Agreement or
  the Notes, as the case may be.

      10I.
  Subordination. In the event that, for any reason whatsoever, the Company
  now or hereafter becomes indebted or obligated to any of the other Guarantors
  in any manner, the Guarantors agree that (a) the amount of such obligation,
  interest thereon if any, and all other amounts due with respect thereto (collectively,
  “Intercompany Obligations”), shall, at all times during the
  existence of an Event of Default, be subordinate as to time of payment and in
  all other respects to all the Guarantied Obligations; provided however, that,
  to the extent such Intercompany Obligations are also governed by provisions
  under the “Subsidiary Guarantee Agreement” or “Indemnity, Subrogation
  and Contribution Agreement” (each, used in this paragraph as defined in
  the Revolving Credit Agreement) they shall be deemed to be excluded from this
  clause (a) to the extent necessary to avoid characterization of this clause
  as a prohibited

 33









 Lien under the terms of the Revolving Credit
  Agreement (but only to the extent not otherwise permitted thereunder), and (b)
  the Guarantors shall not be entitled to enforce or receive payment thereof until
  all sums then due and owing to the holders of the Notes in respect of the Guarantied
  Obligations shall have been fully, finally and indefeasibly paid in full in
  cash, except that the Guarantors may enforce (and shall enforce, at the request
  of the Required Holders, and at the Guarantors’ expense) any obligations
  in respect of any such obligation owing to the Guarantors from the Company so
  long as all proceeds in respect of any recovery of from such enforcement shall
  be held by the Guarantors for its senior lenders as their interests may appear,
  to be paid thereto as promptly as reasonably possible. If any other payment,
  other than pursuant to the immediately preceding sentence, shall have been made
  to the Guarantors by the Company in respect of any such obligation during any
  time that an Event of Default exists and there are Guarantied Obligations outstanding,
  the Guarantors shall hold all such payments for its senior lenders as aforesaid,
  to be paid thereto as promptly as reasonably possible.

      10J.
  No Election. Each holder of Notes shall, individually or collectively,
  have the right to seek recourse against any or all of the Guarantors to the
  fullest extent provided for herein for its obligations under this Agreement.
  No election to proceed in one form of action or proceeding, or against any party,
  or on any obligation, shall constitute a waiver of such holder’s right
  to proceed in any other form of action or proceeding or against other parties
  unless such holder of Notes has expressly waived such right in writing. Specifically,
  but without limiting the generality of the foregoing, no action or proceeding
  by or on behalf of any holder of Notes against the Company or any other Person
  under any document or instrument evidencing obligations of the Company or any
  such other Person to or for the benefit of such holder of Notes shall serve
  to diminish the liability of the Guarantors under this Agreement except to the
  extent that such holder of Notes unconditionally shall have realized payment
  by such action or proceeding.

      10K.
  Severability. Each of the rights and remedies granted under this Paragraph
  10 to each holder of Notes in respect of the Notes held by such holder may be
  exercised by such holder without notice, or the consent of or any other action
  by, any other holder of the Notes.

      10L.
  Appropriations. Until all amounts which may be or become payable by the
  the Company under or in connection with this Agreement or the Notes or by the
  Guarantors, any holder of Notes (on its own behalf or under any trustee or agent
  on its behalf) may refrain from applying or enforcing any moneys, security or
  rights held or received by such holder of Notes (or any trustee or agent on
  its behalf) in respect of those amounts, or apply and enforce the same in such
  manner and order as it sees fit (whether against those amounts or otherwise)
  and the Guarantors shall not be entitled to the benefit of the same; provided,
  however, that any payments received from the Company, or the Guarantors on behalf
  of the Company, will be applied to amounts owing by the Company hereunder or
  in respect of the Notes.

      10M.
  Other Enforcement Rights. Each holder of Notes may proceed to protect
  and enforce this Agreement by suit or suits or proceedings in equity, at law
  or in bankruptcy or insolvency, and whether for the specific performance of
  any covenant or agreement contained herein or in execution or aid of any power
  herein granted, or for the recovery of judgment for the

 34









 obligations hereby guarantied or for the enforcement
  of any other proper, legal or equitable remedy available under applicable law.

      10N.
  Invalid Payments. To the extent that any payment is made to any holder
  of Notes in respect of the Guarantied Obligations by any Person, which payment
  or any part thereof is subsequently invalidated, declared to be fraudulent or
  preferential, set aside or required, for any of the foregoing reasons or for
  any other reason, to be repaid or paid over to a custodian, trustee, receiver,
  administrative receiver, administrator or any other party or officer under any
  Bankruptcy Law, or any other common or civil law or equitable cause, then to
  the extent of such payment or repayment, the obligation or part thereof intended
  to be satisfied shall be revived and continued in full force and effect as if
  said payment had not been made and the Guarantors shall be primarily liable
  for such obligation.

      10O.
  No Waivers or Election of Remedies; Expenses; etc. No course of dealing
  and no delay on the part of any holder of any Note in exercising any right,
  power or remedy shall operate as a waiver thereof or otherwise prejudice such
  holder’s rights, powers or remedies. No right, power or remedy conferred
  by this Agreement upon any holder of Notes shall be exclusive of any other right,
  power or remedy referred to herein or therein or now or hereafter available
  at law, in equity, by statute or otherwise. Without limiting the obligations
  of the Company under this Agreement, the Guarantors will pay to the holder of
  each Note on demand all amounts specified in this Agreement and such further
  amount as shall be sufficient to cover all reasonable costs and expenses of
  such holder of Notes incurred in any enforcement or collection under this Agreement,
  including, without limitation, reasonable attorney’s fees, expenses and
  disbursements.

      10P.
  Restoration of Rights and Remedies. If any holder of Notes shall have
  instituted any proceeding to enforce any right or remedy under this Agreement
  or any Note held by such holder and such proceeding shall have been discontinued
  or abandoned for any reason, or shall have been determined adversely to such
  holder, then and in every such case each such holder of Notes, the Company and
  each Guarantor shall, except as may be limited or affected by any determination
  in such proceeding, be restored severally and respectively to its respective
  former position hereunder and thereunder, and thereafter the rights and remedies
  of such holder of Notes shall continue as though no such proceeding had been
  instituted.

      10Q.
  No Setoff or Counterclaim. Except as otherwise required by law, each
  payment by the Guarantors shall be made without setoff or counterclaim.

      10R.
  Further Assurances. The Guarantors will cooperate with the holders of
  the Notes and execute such further instruments and documents as the Required
  Holders shall reasonably request to carry out, to the reasonable satisfaction
  of the Required Holders, the transactions contemplated by this Agreement, the
  Notes and the documents and instruments related hereto and thereto.

      10S.
  Survival. So long as the Guarantied Obligations shall not have been fully
  and finally performed and indefeasibly paid in full in cash, the obligations
  of the Guarantors under

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 the AI Guaranty Agreement shall survive the transfer
  and payment of any Note and the payment in full of all the Notes.

      10T.
  Acknowledgment of Common Interests; etc. Each of the Guarantors acknowledges
  and confirms that: they are members of an affiliated group of companies that
  includes the Company and other Guarantors; the proceeds of the issue and sale
  of Notes will be used in part to benefit the Guarantors in the operation of
  their respective businesses; and the Company and Guarantors are engaged in related
  businesses, and the Company and each Guarantor will derive substantial direct
  and indirect benefits from the issue and sale of Notes.

      10U.
  Conversion of Currencies. (a) If, for the purpose of obtaining judgment
  in any court, it is necessary to convert a sum owing under the AI Guaranty Agreement
  in one currency into another currency, each Guarantor agrees, to the fullest
  extent that it may effectively do so, that the rate of exchange used shall be
  that at which in accordance with normal financial procedures in the relevant
  jurisdiction the first currency could be purchased with such other currency
  on the Business Day immediately preceding the day on which final judgment is
  given.

      (b) The obligations
  of each Guarantor in respect of any sum due under the AI Guaranty Agreement
  or any holder of the Guarantied Obligations or other obligations owing thereunder
  (the “Applicable Creditor”) shall, notwithstanding any judgment
  in a currency (the “Judgment Currency”) other than the currency
  in which such sum is stated to be due hereunder (the “Agreement Currency”),
  be discharged only to the extent that, on the Business Day following receipt
  by the Applicable Creditor of any sum adjudged to be so due in the Judgment
  Currency, the Applicable Creditor may in accordance with normal financial procedures
  in the relevant jurisdiction purchase the Agreement Currency with the Judgment
  Currency; if the amount of the Agreement Currency so purchased is less than
  the sum originally due to the Applicable Creditor in the Agreement Currency,
  such Guarantor agrees, as a separate obligation and notwithstanding any judgment,
  to indemnify the Applicable Creditor against such loss. The obligations of the
  Guarantors contained in the Paragraph 10U shall survive termination of the AI
  Guaranty Agreement and the payment of all amounts owing hereunder and thereunder

      11.
  DEFINITIONS; ACCOUNTING MATTERS. For the purpose of this Agreement, the
  terms defined in Paragraphs 11A and 11B (or within the text of any other paragraph)
  shall have the respective meanings specified therein and all accounting matters
  shall be subject to determination as provided in Paragraph 11C.

      11A.
  Yield-Maintenance Terms.

      “Business Day”
  shall mean any day other than a Saturday, a Sunday or a day on which commercial
  banks in New York City are required or authorized to be closed.

      “Called Principal”
  shall mean, with respect to any Note, the principal of such Note that is
  to be prepaid pursuant to Paragraph 4B or has become or is declared to be immediately
  due and payable pursuant to Paragraph 7A, as the context requires.

 36









      “Discounted
  Value” shall mean, with respect to the Called Principal of any Note, the
  amount obtained by discounting all Remaining Scheduled Payments with respect
  to such Called Principal from their respective scheduled due dates to the Settlement
  Date with respect to such Called Principal, in accordance with accepted financial
  practice and at a discount factor (as converted to reflect the periodic basis
  on which interest on the Notes is payable, if interest is payable other than
  on a semi-annual basis) equal to the Reinvestment Yield with respect to such
  Called Principal.

      “Reinvestment
  Yield” shall mean, with respect to the Called Principal of any Note, 0.50%
  over the yield to maturity implied by (i) the yields reported as of 10:00 a.m.
  (New York City local time) on the Business Day next preceding the Settlement
  Date with respect to such Called Principal for actively traded U.S. Treasury
  securities having a maturity equal to the Remaining Average Life of such Called
  Principal as of such Settlement Date on the display designated as “Page
  PX1” (or such other display as may replace Page PX1 on Bloomberg Financial
  Markets (“Bloomberg”), or, if Bloomberg shall cease to report such
  yields or shall cease to be Prudential Capital Group's customary source of information
  for calculating yield-maintenance amounts on privately placed notes, then such
  source as is then Prudential Capital Group's customary source of such information),
  or if such yields shall not be reported as of such time or the yields reported
  as of such time shall not be ascertainable, (ii) the Treasury Constant Maturity
  Series yields reported, for the latest day for which such yields shall have
  been so reported as of the Business Day next preceding the Settlement Date with
  respect to such Called Principal, in Federal Reserve Statistical Release H.15(519)
  (or any comparable successor publication) for actively traded U.S. Treasury
  securities having a constant maturity equal to the Remaining Average Life of
  such Called Principal as of such Settlement Date. Such implied yield shall be
  determined, if necessary, by (a) converting U.S. Treasury bill quotations to
  bond equivalent yields in accordance with accepted financial practice and (b)
  interpolating linearly between yields reported for various maturities. The Reinvestment
  Yield shall be rounded to that number of decimal places as appears in the coupon
  of the applicable Note.

      “Remaining Average
  Life” shall mean, with respect to the Called Principal of any Note, the
  number of years (calculated to the nearest one-twelfth year) obtained by dividing
  (i) such Called Principal into (ii) the sum of the products obtained by multiplying
  (a) each Remaining Scheduled Payment of such Called Principal (but not of interest
  thereon) by (b) the number of years (calculated to the nearest one-twelfth year)
  which will elapse between the Settlement Date with respect to such Called Principal
  and the scheduled due date of such Remaining Scheduled Payment.

      “Remaining Scheduled
  Payments” shall mean, with respect to the Called Principal of any Note,
  all payments of such Called Principal and interest thereon (determined assuming
  that the per annum interest rate on such Note would be 5.34% at all times) that
  would be due on or after the Settlement Date with respect to such Called Principal
  if no payment of such Called Principal were made prior to its scheduled due
  date.

 37









      “Settlement
  Date” shall mean, with respect to the Called Principal of any Note, the
  date on which such Called Principal is to be prepaid pursuant to Paragraph 4B
  or has become or is declared to be immediately due and payable pursuant to Paragraph
  7A, as the context requires.

      “Yield-Maintenance
  Amount” shall mean, with respect to any Note, an amount equal to the excess,
  if any, of the Discounted Value of the Called Principal of such Note over the
  sum of (i) such Called Principal plus (ii) interest accrued thereon (determined
  assuming that the per annum interest rate on such Note would be 5.34% at all
  times) as of (including interest due on) the Settlement Date with respect to
  such Called Principal. The Yield-Maintenance Amount shall in no event be less
  than zero.

      11B.
  Other Terms.

      “Adjusted
  Net Proceeds” in respect of any Pro Rata Prepayment Event means an
  amount equal to the product of (a) 75% of the Net Proceeds (as defined in the
  Revolving Credit Agreement) of the associated Prepayment Event (as defined in
  the Revolving Credit Agreement), and (b) a fraction, the numerator of which
  is aggregate outstanding principal balance of the Notes and the denominator
  of which is the numerator plus the Aggregate Revolving Credit Exposure (as defined
  in the Revolving Credit Agreement) calculated as of the date of the Prepayment
  event giving rise to such Net Proceeds.

      “AEC”
  means Albany Engineered Composites, Inc., currently a Wholly-Owned Subsidiary.

      “Affiliate”
  shall mean any Person directly or indirectly controlling, controlled by,
  or under direct or indirect common control with, a the Company, except a Subsidiary.
  A Person shall be deemed to control a corporation if such Person possesses,
  directly or indirectly, the power to direct or cause the direction of the management
  and policies of such corporation, whether through the ownership of voting securities,
  by contract or otherwise. The status of any individual as an officer or director
  of any Person shall not, in and of itself, be deemed to make such individual
  an Affiliate of such Person.

      “Agreement”
  shall mean this Note Agreement and Guaranty, as amended, supplemented and in
  effect from time to time.

      “AI Guarantor
  Joinder Agreement” shall mean shall mean a Joinder Agreement, in the form
  of Exhibit B hereto, to be executed by Guarantors added pursuant to Paragraph
  5M hereof.

      “AI Guaranty
  Agreement” shall have the meaning specified in Paragraph 10A.

      “Bankruptcy
  Law” shall have the meaning specified in clause (viii) of Paragraph 7A.

      “Capitalized
  Lease Obligation” shall mean, for any Person, the obligations of such Person
  to pay rent or other amounts under any lease of (or other arrangement conveying
  the right to use) real or personal property, or a combination thereof, which
  obligations are required to be

 38









 classified and accounted for as capital leases
  on a balance sheet of such Person under GAAP, and the amount of such obligations
  shall be the capitalized amount thereof determined in accordance with GAAP.

      “Change in Control”
  shall mean (a) the ownership, directly or indirectly, beneficially or of
  record, by any Person or group (within the meaning of the Exchange Act and the
  rules of the Securities and Exchange Commission thereunder as in effect on the
  date hereof) other than Permitted Shareholders, of shares representing 35% or
  more of the aggregate ordinary voting power represented by the issued and outstanding
  capital stock of the Company at a time when Permitted Shareholders together
  (i) do not have the unrestricted power directly or indirectly to vote or direct
  the vote of shares representing a percentage of such aggregate ordinary voting
  power that is greater than the percentage so owned by any such Person or group
  or (ii) do not Control the Company; (b) occupation of a majority of the seats
  (other than vacant seats) on the board of directors of the Company by Persons
  who were neither (i) nominated by the board of directors of the Company nor
  (ii) appointed by directors so nominated; or (c) the occurrence of any “change
  in control” or similar event, however denominated, resulting in an obligation
  on the part of the Company or any Subsidiary to repay, redeem or repurchase,
  or to offer to repay, redeem or repurchase, Material Indebtedness.

      “Chinese Subsidiary”
  means any Subsidiary that is incorporated or otherwise organized under the
  laws of China.

      “Code” shall
  mean the Internal Revenue Code of 1986, as amended.

      “Competitor”
  shall mean any Person which is primarily or substantially engaged in the
  paper machine clothing or high performance door manufacturing sectors; provided,
  that a Person which is an Institutional Investor shall not be deemed to be engaged
  in such business solely by reason of the ownership of a passive investment (including
  but not limited to the ownership of nonvoting equity securities) in any Person
  engaged in such business or the exercise of rights or influence in connection
  with a workout of any troubled passive investment in any Person engaged in any
  such business.

      “Consolidated
  EBITDA” shall mean, for any period, Consolidated Net Income for such period,
  plus, without duplication and to the extent deducted from revenues in determining
  Consolidated Net Income, the sum of (a) Consolidated Interest Expense for such
  period, (b) income tax expense for such period, (c) depreciation and amortization
  for such period, (d) all non-cash charges (including any non-cash expenses relating
  to stock option exercises or other non-cash, stock-based compensation such as
  restricted stock units) during such period (provided that any cash payment made
  with respect to any such non-cash charge shall be subtracted in computing Consolidated
  EBITDA for the period in which such cash payment is made), (e) all charges related
  to the early retirement of Indebtedness during such period and (f) cash restructuring
  charges not in excess of $25,000,000 in any period of four fiscal quarters
  or $75,000,000 in the aggregate from and after July 16, 2010, and minus,
  without duplication, (x) all non-cash gains and income for such period, and
  (y) any gains related to the early retirement of Indebtedness for such period,
  all determined on a consolidated basis for the Company and its

 39









 Subsidiaries in accordance with GAAP. Notwithstanding
  the foregoing, Consolidated EBITDA for the fiscal quarters of the Company ended
  December 31, 2009, March 31, 2010, and June 30, 2010 will be deemed for all
  purposes of this Agreement to be $45,836,000, $33,501,000 and $49,235,000,
  respectively.

      “Consolidated
  Interest Expense” shall mean, for any period, the gross interest expense,
  whether expensed or capitalized (including the interest component in respect
  of Capital Lease Obligations), accrued or paid by the Company and its Subsidiaries
  during such period but excluding the amortization of deferred financing costs,
  determined on a consolidated basis in accordance with GAAP. For purposes of
  the foregoing, gross interest expense shall be determined after giving effect
  to any net payments received by the Company or its Subsidiaries under interest
  rate protection agreements, the effect of which is required to be reflected
  in the Company’s income statement under “Interest Expense”.

      “Consolidated
  Net Income” means, for any period, net income or loss of the Company and
  its Subsidiaries for such period, determined on a consolidated basis in accordance
  with GAAP.

      “Consolidated
  Subsidiary” shall mean at any date any Subsidiary or other entity the accounts
  of which would be consolidated with those of the Company in its consolidated
  financial statements if such financial statements were prepared on such date
  in accordance with GAAP.

      “Consolidated
  Tangible Net Worth” shall mean at any date the consolidated common shareholders’
  equity of the Company and its Consolidated Subsidiaries less their consolidated
  Intangible Assets, all determined as of such date. For purposes of this definition,
  “Intangible Assets” means the amount (to the extent reflected in determining
  such consolidated common shareholders’ equity in accordance with GAAP) of (i)
  all write-ups (other than write-ups resulting from foreign currency transactions
  and write-ups of assets of a going concern business made within twelve months
  after the acquisition of such business) subsequent to December 31, 2005 in the
  book value of any asset owned by the Company or a Consolidated Subsidiary, (ii)
  all investments in unconsolidated Subsidiaries and all equity investments in
  Persons which are not Subsidiaries, in each case to the extent that the carrying
  value of such investment on any Company’s books exceeds its historical cost
  and (iii) all unamortized debt discount and expense, unamortized deferred charges
  (but only to the extent that the aggregate amount thereof exceeds $15,000,000),
  goodwill, patents, trademarks, service marks, trade names, copyrights, organization
  or developmental expenses and other intangible assets.

      “Control”
  shall mean the possession, directly or indirectly, of the power to direct or
  cause the direction of the management or policies of a Person, whether through
  the ability to exercise voting power, by contract or otherwise. “Controlling”
  and “Controlled” have meanings correlative thereto.

      “Default”
  shall mean any of the events specified in Paragraph 7A, whether or not any requirement
  for such event to become an Event of Default has been satisfied.

 40









      “Domestic Subsidiary”
  means a Subsidiary that is incorporated or organized in the United States of
  America or any state or other political subdivision, territory or possession
  thereof.

      “Environmental
  Laws” shall mean all laws, rules, regulations, codes, ordinances, permits,
  licenses, orders, decrees, judgments, injunctions, notices or binding agreements
  issued, promulgated or entered into by any Governmental Authority, relating
  in any way to the environment, preservation or reclamation of natural resources,
  the presence, management, release or threatened release of any Hazardous Material
  or to health and safety matters.

      “Environmental
  Liability” shall mean any liability, contingent or otherwise (including
  any liability for damages, costs of environmental remediation, fines, penalties
  or indemnities), of the Company or any Subsidiary directly or indirectly resulting
  from or based upon (a) violation of any Environmental Laws, (b) the generation,
  use, handling, transportation, storage, treatment or disposal of any Hazardous
  Materials, (c) exposure to any Hazardous Materials, (d) the presence, release
  or threatened release of any Hazardous Materials into the environment or (e)
  any contract, agreement or other consensual arrangement pursuant to which liability
  is assumed or imposed with respect to any of the foregoing.

      “Environmental
  Permits” means any and all permits, licenses, approvals, registrations,
  notifications, exemptions, and any other authorization required under any Environmental
  Law.

      “Equity Interests”
  means any shares of capital stock, partnership interests, membership interests
  in a limited liability company, beneficial interests in a trust or other equity
  ownership interests in a Person, and any warrants, options or other rights to
  acquire any such equity ownership interests.

      “ERISA” shall
  mean the Employee Retirement Income Security Act of 1974, as amended.

      “ERISA Affiliate”
  shall mean any corporation which is a member of the same controlled group
  of corporations as the Company within the meaning of section 414(b) of the Code,
  or any trade or business which is under common control with the Company within
  the meaning of section 414(c) of the Code.

      “Event of Default”
  shall mean any of the events specified in Paragraph 7A, provided that there
  has been satisfied any requirement in connection with such event for the giving
  of notice, or the lapse of time, or the happening of any further condition,
  event or act.

      “Exchange Act”
  shall mean the Securities Exchange Act of 1934, as amended.

      “Financial Officer”
  shall mean, as to any Person, the chief financial officer, principal accounting
  officer, treasurer or controller of such Person.

      “Foreign Subsidiary”
  means any Subsidiary other than a Domestic Subsidiary.

 41









      “GAAP” shall
  have the meaning set forth in Paragraph 11C.

      “Governmental
  Authority” shall mean the government of the United States of America,
  any other nation or any political subdivision thereof, whether state or local,
  and any agency, authority, instrumentality, regulatory body, court, central
  bank or other entity exercising executive, legislative, judicial, taxing, regulatory
  or administrative powers or functions of or pertaining to government.

      “Guarantee”
  shall mean, with respect to any Person, any obligation, contingent or otherwise,
  of such Person guaranteeing or having the economic effect of guaranteeing any
  Indebtedness or other obligation of any other Person (the “primary Co-Issuer”)
  in any manner, whether directly or indirectly, and including any obligation
  of the guarantor, direct or indirect, (a) to purchase or pay (or advance or
  supply funds for the purchase or payment of) such Indebtedness or other obligation
  or to purchase (or to advance or supply funds for the purchase of) any security
  for the payment thereof, (b) to purchase or lease property, securities or services
  for the purpose of assuring the owner of such Indebtedness or other obligation
  of the payment thereof, or (c) to maintain working capital, equity capital or
  any other financial statement condition or liquidity of the primary Co-Issuer
  so as to enable the primary Co-Issuer to pay such Indebtedness or other obligation;
  provided, that the term Guarantee shall not include endorsements for collection
  or deposit in the ordinary course of business.

      “Guarantied
  Obligations” shall have the meaning specified in Paragraph 10A.

      “Guarantor”
  shall mean each of the Subsidiaries party hereto as a guarantor, and each
  other Subsidiary that becomes a Guarantor pursuant to Paragraph 5M.

      “Guaranty Requirement”
  shall mean, at any time, that (a) the AI Guaranty Agreement shall have been
  executed by (i) each Domestic Subsidiary that is or becomes either a Borrowing
  Subsidiary (as defined in the Revolving Credit Agreement) or a Subsidiary Guarantor
  (as defined in the Revolving Credit Agreement), and (ii) each other Domestic
  Subsidiary (other than (A) any Domestic Subsidiary that is a subsidiary of a
  Foreign Subsidiary, (B) any Domestic Subsidiary that (x) does not conduct any
  business operations, (y) has assets with a total book value not in excess of
  $1,000 and (z) does not have any Indebtedness outstanding and (C) any Subsidiary
  that is created as a result of a Permitted AEC Transaction), in each case existing
  at such time, shall have been delivered to the Required Holders and shall be
  in full force and effect, (b) the Indemnity, Subrogation and Contribution Agreement
  (or a supplement thereto) shall have been executed by the Company and each Domestic
  Subsidiary party to the AI Guaranty Agreement, shall have been delivered to
  the Required Holders and shall be in full force and effect, and (c) as to each
  Subsidiary that shall become a party to the AI Guaranty Agreement after the
  Date of Closing, each holder of Notes shall have received documents comparable
  to those delivered under paragraph 3A with respect to Subsidiaries party to
  such AI Guaranty Agreement on the Date of Closing.

 42









      “Hazardous Materials”
  shall mean (i) any material or substance defined as or included in the definition
  of “hazardous substances,” “hazardous wastes,” “hazardous material,” “toxic
  substances” or any other formulations intended to define, list or classify substances
  by reason of their deleterious properties, (ii) any oil, petroleum or petroleum
  derived substance, (iii) any flammable substances or explosives, (iv) any radioactive
  materials, (v) asbestos in any form, (vi) electrical equipment that contains
  any oil or dielectric fluid containing levels of polychlorinated biphenyls in
  excess of 50 parts per million, (vii) pesticides or (viii) any other chemical,
  material or substance, exposure to which is prohibited, limited or regulated
  by any governmental agency or authority or which may or could pose a hazard
  to the health and safety of persons in the vicinity thereof.

      “Hedging Agreement”
  means any interest rate protection agreement, foreign currency exchange agreement,
  commodity price protection agreement or other interest or currency exchange
  rate or commodity price hedging arrangement.

      “Immaterial
  Subsidiary” means any Subsidiary (other than any Guarantor or any Subsidiary
  that directly or indirectly owns capital stock of the Company or any Guarantor)
  with respect to which both: (a) the sum of (i) the consolidated book value of
  the assets of such Subsidiary and (ii) the aggregate consolidated book value
  of the assets of each other Subsidiary that has a lower consolidated book value
  than the assets of the Subsidiary specified in subclause (i) of this clause
  (a) is less than 3.0% of the aggregate consolidated book value of the total
  assets of the Company and all the Subsidiaries, in each case determined as of
  the last day of the most recently ended fiscal year for which financial statements
  are available; and (b) the sum of (i) such Subsidiary’s consolidated net income
  and (ii) the aggregate consolidated net income of each other Subsidiary that
  has a lower consolidated net income than that of the Subsidiary specified in
  subclause (i) of this clause (b) is less than 3.0% of Consolidated Net Income,
  in each case for the most recently ended fiscal year for which financial statements
  are available.

      “Including”
  shall mean, unless the context clearly requires otherwise, “including without
  limitation”.

      “Indebtedness”
  shall mean, with respect to any Person, without duplication, (a) all obligations
  of such Person for borrowed money or with respect to deposits or advances of
  any kind, (b) all obligations of such Person evidenced by bonds, debentures,
  notes or similar instruments, (c) all obligations of such Person under conditional
  sale or other title retention agreements relating to property acquired by such
  Person, (d) all obligations of such Person in respect of the deferred purchase
  price of property or services (excluding current accounts payable and obligations
  under Hedging Agreements, in each case incurred in the ordinary course of business),
  (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness
  has an existing right, contingent or otherwise, to be secured by) any Lien on
  property owned or acquired by such Person, whether or not the Indebtedness secured
  thereby has been assumed, (f) all Guarantees by such Person of Indebtedness
  of others, (g) all Capitalized Lease Obligations of such Person, (h) all obligations
  of such Person as an account party in respect of letters of credit and letters
  of guaranty and (i) all obligations of such Person in respect of bankers’ acceptances.
  The Indebtedness of any Person shall include the Indebtedness of any other entity
  (including any

 43









 partnership in which such Person is a general
  partner) to the extent such Person is liable therefor as a result of such Person’s
  ownership interest in or other relationship with such entity, except to the
  extent the terms of such Indebtedness provide that such Person is not liable
  therefor.

      “Indemnity,
  Subrogation and Contribution Agreement” shall mean an Indemnity, Subrogation
  and Contribution Agreement substantially in the form of Exhibit D hereto.

      “Institutional
  Investor” shall mean any insurance company, commercial, investment or merchant
  bank, finance company, mutual fund, registered money or asset manager, savings
  and loan association, credit union, registered investment advisor, pension fund,
  investment company, licensed broker or dealer, “qualified institutional buyer”
  (as such term is defined under Rule 144A promulgated under the Securities Act,
  or any successor law, rule or regulation) or “accredited investor” (as such
  term is defined under Regulation D promulgated under the Securities Act, or
  any successor law, rule or regulation).

      “Leverage Ratio”
  shall mean, on any date, the ratio of (i) Total Debt at such date to (ii) Consolidated
  EBITDA for the period of four consecutive fiscal quarters of the Company ended
  on or most recently prior to such date (and solely for purposes of this definition,
  if any Person shall have been acquired or divested by the Company or its Consolidated
  Subsidiaries or if the Company shall have merged with any Person during such
  period, Consolidated EBITDA shall be determined on a pro forma basis as if such
  acquisition, divestiture or merger, and any related incurrence or repayment
  of Indebtedness had occurred at the beginning of such period).

      “Lien” shall
  mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
  hypothecation, encumbrance, charge or security interest in, on or of such asset,
  (b) the interest of a vendor or a lessor under any conditional sale agreement,
  capital lease or title retention agreement relating to such asset, and (c) in
  the case of securities, any purchase option, call or similar right of a third
  party with respect to such securities.

      “Material Adverse
  Effect” shall mean a material adverse effect on (a) the business, operations,
  property or financial condition of the Company and the Subsidiaries taken as
  a whole, or (b) the validity or enforceability of any of the Transaction Documents
  or the rights and remedies of the holders of the Notes thereunder.

      “Material Indebtedness”
  means Indebtedness (other than the obligations under this Agreement, the Notes
  or any other Transaction Document), or obligations in respect of one or more
  Hedging Agreements, of any one or more of the Company or Subsidiaries in an
  aggregate principal amount exceeding $20,000,000. For purposes of determining
  Material Indebtedness, the “principal amount” of the obligations of the Company
  or any Subsidiary in respect of any Hedging Agreement at any time shall be the
  maximum aggregate amount (giving effect to any netting agreements provided for
  in such Hedging Agreement) that the Company or such Subsidiary would be required
  to pay if such Hedging Agreement were terminated at such time.

      “Material Subsidiary”
  shall mean each Subsidiary that is not an Immaterial Subsidiary.

 44









      “Multiemployer
  Plan” shall mean any Plan which is a “multiemployer plan” (as such term
  is defined in section 4001(a)(3) of ERISA).

      “Non-Wholly
  Owned Subsidiary” means a Subsidiary that is not a Wholly Owned Subsidiary.

      “Officer’s Certificate”
  shall mean a certificate signed in the name of the Company or the applicable
  Guarantor, in each case by its respective Chief Executive Officer, President,
  Chief Financial Officer or Treasurer.

      “Original
  Credit Agreement” shall mean the Credit Agreement, dated April 16,
  2006, by and among the Company, certain Subsidiaries of the Company party thereto,
  certain lenders party thereto, JPMorgan Chase Bank, N.A., as administrative
  agent, and JPMorgan Europe Limited, as London agent, as amended by the First
  Amendment thereto dated August 31, 2006 and the Second Amendment thereto dated
  April 27, 2007.

      “PBGC” shall
  mean the Pension Benefit Guaranty Corporation, or any successor or replacement
  entity thereto under ERISA.

      “Permitted
  AEC Transaction” means (i) the sale of Equity Interests in AEC to a
  third party for fair value, (ii) the contribution for fair value of all or a
  portion of the assets of AEC to an entity newly formed for the purpose of establishing
  joint ownership with one or more third parties in exchange for Equity Interests
  in such newly formed entity and (iii) any subsequent sale for fair value of
  Equity Interests (in one or more transactions) to any third parties pursuant
  to the terms of the shareholders’ agreement, joint ownership agreement
  or other constitutive document of such newly formed entity.

     “Permitted Investments”
  shall mean:

      (a) direct obligations
  of, or obligations the principal of and interest on which are unconditionally
  guaranteed by, the United States of America (or by any agency thereof to the
  extent such obligations are backed by the full faith and credit of the United
  States of America), in each case maturing within one year from the date of acquisition
  thereof;

      (b) investments
  in commercial paper maturing within 270 days from the date of acquisition thereof
  and having, at such date of acquisition, the highest credit rating obtainable
  from Standard & Poor’s or from Moody’s Investors Service, Inc.;

      (c) investments
  in certificates of deposit, banker’s acceptances and time deposits maturing
  within 180 days from the date of acquisition thereof issued or guaranteed by
  or placed with, and money market deposit accounts issued or offered by, any
  domestic office of any commercial bank organized under the laws of the United
  States of America or any State thereof which has a combined capital and surplus
  and undivided profits of not less than $500,000,000;

      (d) fully collateralized
  repurchase agreements with a term of not more than 30 days for securities described
  in clause (a) above and entered into with a financial institution satisfying

 45









 the criteria described in clause (c) above;

      (e) shares of money
  market mutual or similar funds that invest exclusively in assets satisfying
  the requirements of clauses (a) through (d) above;

      (f) money market,
  mutual or similar funds offered by any lender under the Revolving Credit Agreement
  or an Affiliate of such a lender; and

      (g) investments
  by Albany International Tecidos Tecnicos Ltda. in the debt securities of Bradesco
  Empresas not to exceed $5,000,000 in the aggregate at any time;

 provided that, in the case of any investment
  by a Foreign Subsidiary, “Permitted Investments” shall also include: (i) direct
  obligations of the sovereign nation (or any agency thereof) in which such Foreign
  Subsidiary is organized and is conducting business or obligations fully and
  unconditionally guaranteed by such sovereign nation (or any agency thereof),
  (ii) investments of the type and maturity described in clauses (a) through (d)
  above of foreign obligors, which investments or obligors (or the parents of
  such obligors) have ratings described in such clauses or equivalent ratings
  from comparable foreign rating agencies and (iii) shares of money market mutual
  or similar funds which invest exclusively in assets otherwise satisfying the
  requirements of this definition (including this proviso).

      “Permitted Shareholders”
  means (a) J. Spencer Standish, (b) any of J. Spencer Standish’s descendants
  or legatees, (c) any executor, personal representative or spouse of J. Spencer
  Standish or any of his descendants, (d) any corporation, trust or other entity
  holding voting stock of the Company as to which one or more of the Persons identified
  in the foregoing clauses (a) through (c) have Control, (e) any trust as to which
  Persons so identified in clauses (a) through (c) above hold at least 85.0% of
  the beneficial interest in the income and principal of the trust disregarding
  the interests of the contingent remaindermen and (f) any employee stock ownership
  plan for the benefit of employees of the Company.

      “Person” shall
  mean and include an individual, a partnership, a joint venture, a corporation,
  a limited liability company, a trust, an unincorporated organization and a government
  or any department or agency thereof.

      “Plan” shall
  mean any “employee pension benefit plan” (as such term is defined in section
  3 of ERISA) which is or has been established or maintained, or to which contributions
  are or have been made, by the Company, a Guarantor or any ERISA Affiliate.

      “Preferred Stock”
  shall mean any class of capital stock of a corporation that is preferred
  over any other class of capital stock of such corporation as to the payment
  of dividends or the payment of any amount upon liquidation or dissolution of
  such corporation.

      “Pro Rata
  Prepayment” shall mean a prepayment of the Notes in an aggregate amount
  equal to the Adjusted Net Proceeds in respect of the applicable Pro Rata Prepayment
  Event.

 46









      “Pro Rata
  Prepayment Event” shall mean the reduction of Commitments (as defined
  in the Revolving Credit Agreement) pursuant to the terms of Section 6.03(i)
  or 6.06(c) of the Revolving Credit Agreement (or any successor or equivalent
  provision).

      “Proposed
  Prepayment Date” shall have the meaning specified in Paragraph 4D.

      “Purchaser”
  shall mean each Person named on the Purchaser Schedule attached hereto.

      “Receivables”
  means all accounts, contract rights, chattel paper, instruments, general intangibles
  and other assets arising out of or in connection with the sale or lease of goods
  or the rendering of services.

      “Required Holder(s)”
  shall mean the holder or holders of more than 50% of the aggregate principal
  amount of the Notes from time to time outstanding.

      “Restricted
  Payment” shall mean any dividend or other distribution (whether in cash,
  securities or other property) with respect to any Equity Interests of the Company,
  or any payment (whether in cash, securities or other property), including any
  sinking fund or similar deposit, on account of the purchase, redemption, retirement,
  acquisition, cancellation or termination of any such Equity Interests or any
  option, warrant or other right to acquire any such Equity Interests; provided
  that none of (a) any dividend or distribution consisting solely of common stock
  of the Company, (b) the payment of cash in lieu of fractional shares in connection
  with any such common stock dividend or distribution or (c) the acceptance of
  shares of common stock of the Company in payment of the exercise price of any
  option to acquire any such shares of common stock of the Company shall constitute
  a Restricted Payment.

      “Revolving Credit
  Agreement” shall mean that certain Five-Year Revolving Credit Facility Agreement
  dated as of July 16, 2010 among the Company, the Borrowing Subsidiaries, the
  lenders party thereto and JP Morgan Chase Bank, as administrative agent (and
  any replacement or successor revolving credit facility permitting aggregate
  borrowings or other credit extensions in an amount of $100 million or more),
  in each case, as the same may be amended or modified from time to time.

      “Securities
  Act” shall mean the Securities Act of 1933, as amended.

      “Significant
  Holder” shall mean (i) each Purchaser, so long as it shall hold (or be committed
  under this Agreement to purchase) any Note, or (ii) any other holder of at least
  10% of the aggregate principal amount of the Notes from time to time outstanding.

      “subsidiary”
  shall mean, with respect to any Person (the “parent”) at any date, any
  corporation, limited liability company, partnership, association or other entity
  the accounts of which would be consolidated with those of the parent in the
  parent’s consolidated financial statements if such financial statements were
  prepared in accordance with GAAP as of such date, as well as any other corporation,
  limited liability company, partnership, association or other entity (a) of which
  securities or other ownership interests representing more than 50% of the

 47









 equity or more than 50% of the ordinary voting
  power or, in the case of a partnership, more than 50% of the general partnership
  interests are, as of such date, owned, controlled or held, or (b) that is, as
  of such date, otherwise Controlled, by the parent or one or more subsidiaries
  of the parent or by the parent and one or more subsidiaries of the parent.

      “Subsidiary”
  shall mean any subsidiary of the Company.

      “Subsidiary
  Guarantor” shall mean any subsidiary of the Company that is also a Guarantor.

      “Taxes”
  shall mean any and all present or future taxes, levies, imposts, duties, deductions,
  charges, assessments, fees or withholdings imposed by any Governmental Authority,
  including any interest, additions to tax or penalties applicable thereto.

      “Total Debt”
  shall mean, at any time, the sum of (a) all Indebtedness that is or should be
  reflected as a liability on a consolidated balance sheet of the Company and
  the Subsidiaries in accordance with GAAP and (b) the consideration (other than
  any note of a Subsidiary that serves as a conduit in a sale or financing transaction
  with respect to Receivables) received by the Company or any Consolidated Subsidiary
  from any Person (other than the Company or a Subsidiary) for Receivables sold,
  which Receivables remain uncollected at such time (other than delinquent Receivables
  sold for collection in the ordinary course of business and not as part of a
  financing transaction); less (x) the sum of all cash and cash equivalents (as
  determined in accordance with GAAP), (y) the cash surrender value of life insurance
  policies naming the Company as beneficiary (as determined in accordance with
  GAAP) and (z) the fair market value of any Marketable Securities held by the
  Company and the Consolidated Subsidiaries, with such excluded items under clauses
  (x) through (z) above not to exceed $65,000,000 in the aggregate at any
  time; provided, however, that with respect to any Non-Wholly Owned Subsidiary,
  the Indebtedness (other than any Indebtedness that is Guaranteed by the Company
  or a Wholly-Owned Subsidiary) and assets thereof referred to in the foregoing
  clauses shall be disregarded in the calculation of “Total Debt” to
  the extent of any economic interest in such Non-Wholly Owned Subsidiary that
  is owned by any Person other than the Company or a Wholly-Owned Subsidiary.
  For the purposes of this definition, “Marketable Securities”  means any
  debt or equity securities for which an active trading market exists and price
  quotations are available.

      “Transaction
  Documents” means this Agreement, the AI Guaranty Agreement, the Notes, and
  the Indemnity, Subrogation and Contribution Agreement.

      “Transferee”
  shall mean any direct or indirect transferee of all or any part of any Note
  purchased under this Agreement.

      “USA Patriot
  Act” shall mean United States Public Law 107-56, Uniting and Strengthening
  America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
  (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and
  regulations promulgated thereunder from time to time in effect.

 48









      “Voting Stock”
  shall mean, with respect to any corporation, any shares of stock of such
  corporation whose holders are entitled under ordinary circumstances to vote
  for the election of directors of such corporation (irrespective of whether at
  the time stock of any other class or classes shall have or might have voting
  power by reason of the happening of any contingency).

      “Wholly Owned
  Subsidiary” means a Subsidiary all of the capital stock and other equity
  interests in which, other than qualifying shares and/or nominal equity interests
  that are required to be held by Persons under applicable law, are owned by the
  Company or a Subsidiary.

           11C.
  Accounting and Legal Principles, Terms and Determinations. All references
  in this Agreement to “GAAP” shall mean generally accepted accounting principles,
  as in effect in the United States from time to time; provided that (a)
  if the Company notifies the Required Holders that the Company requests an amendment
  to any provision hereof to eliminate the effect of any change occurring after
  the date hereof in GAAP or in the application thereof on the operation of such
  provision (or if the Required Holders notify the Company that the Required Holders
  request an amendment to any provision hereof for such purpose), regardless of
  whether any such notice is given before or after such change in GAAP or in the
  application thereof, then such provision shall be interpreted on the basis of
  GAAP as in effect and applied immediately before such change shall have become
  effective until such notice shall have been withdrawn or such provision amended
  in accordance herewith, and (b) notwithstanding any other provision contained
  herein, all terms of an accounting or financial nature used herein shall be
  construed, and all computations of amounts and ratios referred to herein shall
  be made, without giving effect to any election under Accounting Standards Codification
  825-10, or any successor thereto (including pursuant to the Accounting Standards
  Codification), to value any Indebtedness of the Company or any Subsidiary at
  “fair value”, as defined therein. Unless otherwise specified herein,
  all accounting terms used herein shall be interpreted, all determinations with
  respect to accounting matters hereunder shall be made, and all unaudited financial
  statements and certificates and reports as to financial matters required to
  be furnished hereunder shall be prepared, in accordance with GAAP, applied on
  a basis consistent with the most recent audited consolidated financial statements
  of the Company and its Subsidiaries delivered pursuant to Paragraph 5A(i) or
  (ii) or, if no such statements have been so delivered, the most recent audited
  financial statements referred to in clause (i) of Paragraph 8B. Any reference
  herein to any specific citation, section or form of law, statute, rule or regulation
  shall refer to such new, replacement or analogous citation, section or form
  should citation, section or form be modified, amended or replaced.

      12.
  MISCELLANEOUS.

      12A.
  Note Payments. So long as any Purchaser shall hold any Note, the Company
  will make payments of principal of, interest on and any Yield-Maintenance Amount
  payable with respect to such Note, which comply with the terms of this Agreement,
  by wire transfer of immediately available funds for credit (not later than 12:00
  noon, New York City time, on the date due) to such Purchaser’s account or accounts
  as specified in the Purchaser Schedule attached hereto, or such other account
  or accounts in the United States as such Purchaser may designate in

 49









 writing, notwithstanding any contrary provision
  herein or in any Note with respect to the place of payment. Each Purchaser agrees
  that, before disposing of any Note, it will make a notation thereon (or on a
  schedule attached thereto) of all principal payments previously made thereon
  and of the date to which interest thereon has been paid. The Company agrees
  to afford the benefits of this Paragraph 12A to any Transferee which shall have
  made the same agreement as the Purchasers have made in this Paragraph 12A.

      12B.
  Expenses. The Company agrees to pay, and save you and any Transferee
  harmless against liability for the payment of, all reasonable out-of-pocket
  expenses arising in connection with (i) all document production and duplication
  charges and the fees and expenses of one special counsel (and any local counsel)
  engaged in connection with any subsequent proposed modification of, or proposed
  consent under, this Agreement or the Notes, whether or not such proposed modification
  shall be effected or proposed consent granted (but in either event only if requested
  by the Company), and (ii) the costs and expenses, including attorneys’ fees,
  incurred by you or any Transferee in enforcing any rights under this Agreement
  or the Notes. In addition, with respect to you only, the Company agrees to pay,
  and save you harmless against liability for the payment of, all reasonable out-of-pocket
  expenses incurred by you in connection with your responding to any subpoena
  or other legal process or informal investigative demand issued in connection
  with and arising pursuant to this Agreement or the transactions contemplated
  hereby or by reason of your having acquired any Note (but not including any
  general investigation or proceeding involving your investments or activities
  generally), including without limitation reasonable costs and expenses incurred
  in any bankruptcy case. The obligations of the Company under this Paragraph
  12B shall survive the transfer of any Note or portion thereof or interest therein
  and the payment of any Note.

      12C.
  Consent to Amendments. This Agreement may be amended, and the Company
  may take any action herein prohibited, or omit to perform any act herein required
  to be performed by them, if the Company shall obtain the written consent to
  such amendment, action or omission to act, of the Required Holder(s) except
  that, without the written consent of the holder or holders of all Notes at the
  time outstanding, no amendment to this Agreement shall change the stated maturity
  of any Note, or change the principal of, or the rate, method of computation
  or time of payment of interest on or any Yield-Maintenance Amount payable with
  respect to any Note, or affect the time, amount or allocation of any prepayments,
  or change the proportion of the principal amount of the Notes required with
  respect to any consent, amendment, waiver or declaration. Each holder of any
  Note at the time or thereafter outstanding shall be bound by any consent authorized
  by this Paragraph 12C, whether or not such Note shall have been marked to indicate
  such consent, but any Notes issued thereafter may bear a notation referring
  to any such consent. No course of dealing between the Company and the holder
  of any Note nor any delay in exercising any rights hereunder or under any Note
  shall operate as a waiver of any rights of any holder of such Note. As used
  herein and in the Notes, the term “this Agreement” and references thereto shall
  mean this Agreement as it may from time to time be amended or supplemented.

      12D.
  Form, Registration, Transfer and Exchange of Notes; Lost Notes. The Notes
  are issuable as registered notes without coupons in denominations of at least
  $10,000,000 (and increments of $1,000,000 in excess thereof), except
  as may be necessary to (i) reflect any principal amount not evenly divisible
  by $1,000,000 or (ii) enable the registration of transfer by a

 50









 holder of its entire holding of Notes. The Company
  shall keep, at the Company’s principal office, a register in which the
  Company shall provide for the registration of Notes and of transfers of Notes.
  Upon surrender for registration of transfer of any Note at the principal office
  of the Company, the Company shall, at its expense, execute and deliver one or
  more new Notes of like tenor and of a like aggregate principal amount, registered
  in the name of such transferee or transferees; provided, however, that
  Notes shall not be transferred to a Competitor, and the Company shall not be
  required to re-register any transfer of Notes to a Competitor. At the option
  of the holder of any Note, such Note may be exchanged for other Notes of like
  tenor and of any authorized denominations, of a like aggregate principal amount,
  upon surrender of the Note to be exchanged at the principal office of the Company.
  Whenever any Notes are so surrendered for exchange, the Company shall, at its
  expense, execute and deliver the Notes which the holder making the exchange
  is entitled to receive. Every Note surrendered for registration of transfer
  or exchange shall be duly endorsed, or be accompanied by a written instrument
  of transfer duly executed, by the holder of such Note or such holder’s attorney
  duly authorized in writing. Any Note or Notes issued in exchange for any Note
  or upon transfer thereof shall carry the rights to unpaid interest and interest
  to accrue which were carried by the Note so exchanged or transferred, so that
  neither gain nor loss of interest shall result from any such transfer or exchange.
  Upon receipt of written notice from the holder of any Note of the loss, theft,
  destruction or mutilation of such Note and, in the case of any such loss, theft
  or destruction, upon receipt of such holder’s unsecured indemnity agreement,
  or in the case of any such mutilation upon surrender and cancellation of such
  Note, the Company will make and deliver a new Note, of like tenor, in lieu of
  the lost, stolen, destroyed or mutilated Note. The Company shall give to any
  holder of a Note that is an Institutional Investor promptly upon request therefor,
  a complete and correct copy of the names and addresses of all registered holders
  of Notes.

      12E.
  Persons Deemed Owners; Participations. Prior to due presentment for registration
  of transfers permitted hereunder, the Company may treat the Person in whose
  name any Note is registered as the owner and holder of such Note for the purpose
  of receiving payment of principal of, interest on and any Yield-Maintenance
  Amount payable with respect to such Note and for all other purposes whatsoever,
  whether or not such Note shall be overdue, and the Company shall not be affected
  by notice to the contrary. Subject to the preceding sentence, the holder of
  any Note may from time to time grant participations in such Note to any Person
  (other than a Competitor) on such terms and conditions as may be determined
  by such holder in its sole and absolute discretion.

      12F.
  Survival of Representations and Warranties; Entire Agreement. All representations
  and warranties contained herein or made in writing by or on behalf of the Company
  in connection herewith shall survive the execution and delivery of this Agreement
  and the Notes, the transfer by a Purchaser of any Note or portion thereof or
  interest therein and the payment of any Note, and may be relied upon by any
  Transferee, regardless of any investigation made at any time by or on behalf
  of any Purchaser or any Transferee. Subject to the preceding sentence, this
  Agreement and the Notes embody the entire agreement and understanding between
  the Purchasers and the Company and supersede all prior agreements and understandings
  relating to the subject matter hereof.

 51









      12G.
  Successors and Assigns. All covenants and other agreements in this Agreement
  contained by or on behalf of the parties hereto shall bind and inure to the
  benefit of the respective successors and assigns of the parties hereto (including,
  without limitation, any Transferee) whether so expressed or not.

      12H.
  Notices. All written communications provided for hereunder shall be sent
  by first class mail or nationwide overnight delivery service (with charges prepaid)
  and (i) if to a Purchaser, addressed to it at the address specified for such
  communications in the Purchaser Schedule attached hereto, or at such other address
  as such Purchaser shall have specified to the Company in writing, (ii) if to
  any other holder of any Note, addressed to such other holder at such address
  as such other holder shall have specified to the Company in writing or, if any
  such other holder shall not have so specified an address to the Company, then
  addressed to such other holder in care of the last holder of such Note which
  shall have so specified an address to the Company, and (iii) if to the Company,
  addressed to it at c/o Albany International Corp., 1373 Broadway, Albany, New
  York 12204, Attention: Chief Financial Officer, Fax number (518) 447-6575, or
  at such other address as the Company shall have specified to the holder of each
  Note in writing. Notices under this Paragraph 12H will be deemed given only
  when actually received or refused.

      12I.
  Payments Due on Non-Business Days. Anything in this Agreement or the
  Notes to the contrary notwithstanding, any payment of principal of or interest
  on any Note that is due on a date other than a Business Day shall be made on
  the next succeeding Business Day. If the date for any payment is extended to
  the next succeeding Business Day by reason of the preceding sentence, the period
  of such extension shall not be included in the computation of the interest payable
  on such Business Day.

      12J.
  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
  WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF
  THE STATE OF NEW YORK.

      12K.
  Consent to Jurisdiction; Waiver of Immunities. The Company and each of
  the Guarantors irrevocably submits to the jurisdiction of any New York state
  or Federal court sitting in New York in any action or proceeding arising out
  of or relating to this Agreement, and the Company and each of the Guarantors
  hereby irrevocably agrees that all claims in respect of such action or proceeding
  may be heard and determined in New York state or Federal Court. The Company
  and Guarantors each consents to process being served by or on behalf of any
  holder of Notes in any suit, action or proceeding of the nature referred to
  in this Paragraph 12K by mailing a copy thereof by registered or certified mail
  (or any substantially similar form of mail), postage prepaid, return receipt
  requested, to it at its address specified in Paragraph 12H or at such other
  address of which such holder shall then have been notified pursuant to said
  paragraph. The Company and each Guarantor agree that such service upon receipt
  (i) shall be deemed in every respect effective service of process upon it in
  any such suit, action or proceeding and (ii) shall, to the fullest extent permitted
  by applicable law, be taken and held to be valid personal service upon and personal
  delivery to it. Notices hereunder shall be conclusively presumed received as
  evidenced by a delivery receipt furnished by the United States Postal Service
  or any reputable

 52









 commercial delivery service. The Company and
  each of the Guarantors agrees that a final judgment in any such action or proceeding
  shall be conclusive and may be enforced in other jurisdictions by suit on the
  judgment or in any other manner provided by law. Nothing in this Paragraph 12K
  shall affect the right of any holder of the Notes to serve legal process in
  any other manner permitted by law or affect the right of any holder of the Notes
  to bring any action or proceeding against the Company or any of the Guarantors
  or its property in the courts of any other jurisdiction. To the extent that
  the Company or any Guarantor has or hereafter may acquire immunity from jurisdiction
  of any court or from any legal process (whether through service of notice, attachment
  prior to judgment, attachment in aid of execution, execution or otherwise) with
  respect to itself or its property, the Company and each Guarantor hereby irrevocably
  waives such immunity in respect of its obligations under this agreement.

      12L.
  Severability. Any provision of this Agreement which is prohibited or
  unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
  to the extent of such prohibition or unenforceability without invalidating the
  remaining provisions hereof, and any such prohibition or unenforceability in
  any jurisdiction shall not invalidate or render unenforceable such provision
  in any other jurisdiction.

      12M.
  Descriptive Headings. The descriptive headings of the several paragraphs
  of this Agreement are inserted for convenience only and do not constitute a
  part of this Agreement.

      12N.
  Counterparts. This Agreement may be executed in any number of counterparts
  (or counterpart signature pages), each of which counterparts shall be an original
  but all of which together shall constitute one instrument.

      12O.
  Independence of Covenants. All covenants hereunder shall be given independent
  effect so that if a particular action or condition is prohibited by any one
  of such covenants, the fact that it would be permitted by an exception to, or
  otherwise be in compliance within the limitations of, another covenant shall
  not (i) avoid the occurrence of an Event of Default or Default if such action
  is taken or such condition exists or (ii) in any way prejudice an attempt by
  the holders to prohibit (through equitable action or otherwise) the taking of
  any action by the Company or any Subsidiaries which would result in an Event
  of Default or Default.

      12P.
  WAIVER OF JURY TRIAL. THE COMPANY AND THE GUARANTORS AND THE HOLDERS OF THE
  NOTES AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
  CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE NOTES, ANY
  OTHER TRANSACTION DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
  MATTER OF THIS TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
  ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF
  ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
  MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
  CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
  THE HOLDERS OF

 53









 THE NOTES, THE COMPANY AND GUARANTORS EACH
  ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS BUSINESS
  RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS
  AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED
  FUTURE DEALINGS. THE HOLDERS OF THE NOTES, THE COMPANY AND GUARANTORS FURTHER
  WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
  AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
  CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT
  MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

      12Q. Independent
  Investigation. Each Purchaser has made its own independent investigation
  of the condition (financial and otherwise), prospects and affairs of the Company
  and its Subsidiaries in connection with its purchase of the Notes hereunder
  and has made and shall continue to make its own appraisal of the creditworthiness
  of the Company. No holder of Notes shall have any duty or responsibility to
  any other holder of Notes, either initially or on a continuing basis, to make
  any such investigation or appraisal or to provide any credit or other information
  with respect thereto. No holder of Notes is acting as agent or in any other
  fiduciary capacity on behalf of any other holder of Notes.

 54









      Please sign the
  form of acceptance on the enclosed counterpart of this letter and return the
  same to the Company, whereupon this letter shall become a binding agreement
  between the Company, the Guarantors party hereto and each Purchaser.

			
	 	Very truly yours, 
	 	 	 
	 	ALBANY INTERNATIONAL CORP. 
	 	 	 
	   	By:	  
	 	 	

	 	 	Title: 
	 	 	 
	 	 ALBANY INTERNATIONAL HOLDINGS
	 	 TWO, INC., as a Guarantor
	 	 	 
	 	By:	  
	 	 	

	 	 	Title: 
	 	 	 
	 	 ALBANY INTERNATIONAL
	 	 TECHNIWEAVE, INC., as a Guarantor
	 	 	 
	 	By:	  
	 	 	

	 	 	Title: 
	 	 	 
	 	 ALBANY INTERNATIONAL RESEARCH
	 	 CO., as a Guarantor
	 	 	 
	 	By:	  
	 	 	

	 	 	Title: 
	 	 	 
	 	 GESCHMAY CORP., as a Guarantor
	 	 	 
	 	By:	  
	 	 	

	 	 	Title: 




 55









			
	   	 BRANDON DRYING FABRICS, INC., as a
	 	 Guarantor
	 	 	  
	 	By:	  
	 	 	

	 	 	 Title:
	 	 	  
	 	 GESCHMAY WET FELTS, INC., as a
	 	 Guarantor
	 	 	  
	 	By:	  
	 	 	

	 	 	 Title:
	 	 	  
	 	 GESCHMAY FORMING FABRICS CORP., as
	 	 a Guarantor
	 	 	  
	 	By:	  
	 	 	

	 	 	 Title:




			
	 The foregoing Agreement is
	 hereby accepted as of the
	 date first above written.
	  
	 THE PRUDENTIAL INSURANCE COMPANY
	    OF AMERICA
	  
	 By:
	 	

	  	 Vice President
	  
	 THE PRUDENTIAL LIFE INSURANCE
	    COMPANY,
      LTD.
	  
	 By:	 Prudential Investment Management
      (Japan),
	  	 Inc., as Investment Manager
	  	 By:	 Prudential Investment Management, Inc.,
	  	  	 as Sub-Adviser
	  
	  	 By:	  
	  	 
 
	  	  	 Vice President




 56









			
	 GIBRALTAR LIFE INSURANCE CO., LTD.
	 By:	 Prudential Investment Management (Japan),
	  	 Inc., as Investment Manager
	  	 By:	 Prudential Investment Management, Inc.,
	  	  	 as Sub-Adviser
	  
	  	 By:	  
	  	 
 
	  	  	 Vice President
	  
	 SECURITY BENEFIT LIFE INSURANCE
	    COMPANY,
      INC.
	 By:	 Prudential Private Placement Investors,
	  	 L.P. (as Investment Advisor)
	 By:	 Prudential Private Placement Investors, Inc.
	  	 (as its General Partner)
	  
	  	 By:	  
	  	 
 
	  	  	 Vice President




 57









 PURCHASER SCHEDULES

			
	  	 Aggregate	  
	  	 Principal	  
	  	 Amount of	  
	  	 Notes to be	 Note
	  	 Purchased	 Denomination(s)
	  	
      

       	
      

    
	 THE PRUDENTIAL INSURANCE COMPANY OF	  	  
	 AMERICA	 $101,000,000	 $84,000,000
	  	  	 $17,000,000
	 Pro Rata Share	  	  
	 of Structuring Fee: $16,800.00 in respect of the First
      Note	  	  
	                                   $3,400.00
      in respect of the Second Note	  	  




		
	 (1)	 All payments on account of Notes held by such
	  	 purchaser shall be made by wire transfer of
	  	 immediately available funds for credit to:
	  
	  	 Account No.: P86188 (please do not include spaces)
	  	 Account Name: Prudential Managed Portfolio
	  	 (in the case of payments on account of the Note originally
	  	 issued in the principal amount of $84,000,000) (the “First
      Note”)
	  
	  	 Account No.: P86189 (please do not include spaces)
	  	 Account Name: The Prudential - Privest Portfolio
	  	 (in the case of payments on account of the Note originally
	  	 issued in the principal amount of $17,000,000) (the “Second
      Note”)
	  
	  	 JPMorgan Chase Bank
	  	 New York, NY
	  	 ABA No.: 021-000-021
	  
	  	 Each such wire transfer shall set forth the name of
	  	 the Company, a reference to “6.84% Senior Notes
	  	 due October 25, 2017, PPN ____, INV ___”, and
	  	 the due date and application (as among principal,
	  	 interest and Yield-Maintenance Amount) of the
	  	 payment being made.
	  
	 (2)	 Address for all notices relating to payments:
	  
	  	 The Prudential Insurance Company of America
	  	 c/o Investment Operations Group












		
	  	 Gateway Center Two, 10th Floor
	  	 100 Mulberry Street
	  	 Newark, NJ 07102-4077
	  	 Attention: Manager, Billings and Collections
	  
	 (3)	 Address for all other communications and notices:
	  
	  	 The Prudential Insurance Company of America
	  	 c/o Prudential Capital Group
	  	1114 Avenue of the Americas, 30th Floor
	  	 New York, New York 10036
	  	 Attention: Managing Director
	  	 Tel: 212-626-2060
	  	 Fax: 212-626-2077
	  
	 (4)	 Recipient of telephonic prepayment notices:
	  
	  	 Manager, Trade Management Group
	  	 Telephone: (973) 367-3141
	  	 Facsimile:   (800) 224-2278
	  
	 (5)	 Address for Delivery of Notes:
	  
	  	 The Prudential Insurance Company of America
	  	 c/o Prudential Capital Group
	  	 Three Gateway Center, 18th Floor
	  	 100 Mulberry Street
	  	 Newark, NJ 07102
	  	 Attention: Philip Corsello, Esq.
	  
	 (6)	 Tax Identification No.: 22-1211670




 2









				
	 	  	 Aggregate	  
	 	  	 Principal	  
	 	  	 Amount of	 
	 	  	 Notes	 Note
	 	  	 to be Purchased	 Denomination(s)
	 	  	 
 	
 
	  
	 	 THE PRUDENTIAL LIFE INSURANCE	 $15,000,000	 $15,000,000
	 	 COMPANY, LTD.	  	  
	      
	  	 Pro Rata Share of Structuring Fee:	  	  




		
	 (1)	 All principal, interest and Yield-Maintenance Amount
	  	 payments on account of Notes held by such purchaser
	  	 shall be made by wire transfer of immediately
	  	 available funds for credit to:
	  
	  	 JPMorgan Chase Bank
	  	 New York, NY
	  	 ABA No.: 021-000-021
	  	 Account No.: 304243809
	  	 Account Name: The Prudential Life Insurance
	  	 Company, Ltd.
	  
	  	 Each such wire transfer shall set forth the name of the
	  	 Company, a reference to “6.84% Senior Notes due
	  	 October 25, 2017, Security No. INV_____, PPN
	  	 _____” and the due date and application (as among
	  	 principal, interest and Yield-Maintenance Amount) of
	  	 the payment being made.
	  
	 (2)	 All payments, other than principal, interest or Yield-
	  	 Maintenance Amount (e.g., the Structuring Fee), on
	  	 account of Notes held by such purchaser shall be made
	  	 by wire transfer of immediately available funds for
	  	 credit to:
	  
	  	 JPMorgan Chase Bank
	  	 New York, NY
	  	 ABA No. 021-000-021
	  	 Account No. 304199036
	  	 Account Name: Prudential International Insurance
	  	 Service Co.




 3









		
	  	 Each such wire transfer shall set forth the name of the
	  	 Company, a reference to “6.84% Senior Notes due
	  	 October 25, 2017, Security No. INV_____, PPN
	  	 _____” and the due date and application (e.g., type of
	  	 fee) of the payment being made.
	  
	 (3)	 Address for all notices relating to payments:
	  
	  	 The Prudential Life Insurance Company, Ltd.
	  	 2-13-10, Nagatacho
	  	 Chiyoda-ku, Tokyo 100-0014, Japan
	  	 Telephone: 81-3-5501-5190
	  	 Facsimile: 81-03-5501-5037
	  	 E-mail: osamu.egi@prudential.com
	  	 Attention: Osamu Egi, Team Leader of Financial
	  	 Reporting Team
	  
	 (4)	 Address for all other communications and notices:
	  
	  	 Prudential Capital Group
	  	 Gateway Center 3, 18th Floor
	  	 100 Mulberry Street
	  	 Newark, NJ 07102
	  	 Attention: Albert Trank, Managing Director
	  	 Telephone: (973) 802-8608
	  	 Facsimile:   (973) 367-3234
	  	 E-mail: albert.trank@prudential.com
	  
	 (5)	 Address for Delivery of Notes:
	  
	  	 Send physical security by nationwide overnight
	  	 delivery service to:
	  
	  	 c/o Prudential Capital Group
	  	 Three Gateway Center, 18th Floor
	  	 100 Mulberry Street
	  	 Newark, NJ 07102
	  	 Attention: Philip Corsello, Esq.
	  
	 (6)	 Tax Identification No.: 00544574




 4









				
	 	  	 Aggregate	  
	 	  	 Principal	  
	 	  	 Amount of	 
	 	  	 Notes	 Note
	 	  	 to be Purchased	 Denomination(s)
	 	  	 
 	
 
	   
	   	 GIBRALTAR LIFE INSURANCE CO., LTD.	 $30,000,000	 $30,000,000
	  
	 	 Pro Rata Share of Structuring Fee: $6,000.00	  	  




		
	 (1)	 All principal, interest and Yield-Maintenance Amount
	  	 payments on account of Notes held by such purchaser
	  	 shall be made by wire transfer of immediately
	  	 available funds for credit to:
	  
	  	 JPMorgan Chase Bank
	  	 New York, NY
	  	 ABA No.: 021-000-021
	  	 Account No.: P86246 (please do not include spaces)
	  	 Account Name: Gibraltar Private
	  
	  	 Each such wire transfer shall set forth the name of the
	  	 Company, a reference to “6.84% Senior Notes due
	  	 October 25, 2017, Security No. INV_____, PPN
	  	 _____” and the due date and application (as among
	  	 principal, interest and Yield-Maintenance Amount) of
	  	 the payment being made.
	  
	 (2)	 All payments, other than principal, interest or Yield-
	  	 Maintenance Amount (e.g., Structuring Fee), on
	  	 account of Notes held by such purchaser shall be made
	  	 by wire transfer of immediately available funds for
	  	 credit to:
	  
	  	 JPMorgan Chase Bank
	  	 New York, NY
	  	 ABA No. 021-000-021
	  	 Account No. 304199036
	  	 Account Name: Prudential International Insurance
	  	 Service
	  	 Company
	  
	  	 Each such wire transfer shall set forth the name of the
	  	 Company, a reference to “6.84% Senior Notes due




 5









		
	  	 October 25, 2017, Security No. INV_____, PPN
	  	 _____” and the due date and application (e.g., type of
	  	 fee) of the payment being made.
	  
	 (3)	 Address for all notices relating to payments:
	  
	  	 The Gibraltar Life Insurance Co., Ltd.
	  	 2-13-10, Nagatacho
	  	 Chiyoda-ku, Tokyo 100-8953, Japan
	  	 Telephone: 81-3-5501-6680
	  	 Facsimile: 81-3-5501-6432
	  	 E-mail: yoshiki.saito@gib-life.co.jp
	  	 Attention: Yoshiki Saito, Vice President of
	  	 Investment Operations Team
	  
	 (4)	 Address for all other communications and notices:
	  
	  	 Prudential Capital Group
	  	 Gateway Center 3, 18th Floor
	  	 100 Mulberry Street
	  	 Newark, NJ 07102
	  	 Attention: Albert Trank, Managing Director
	  	 Telephone: (973) 802-8608
	  	 Facsimile:   (973) 367-3234
	  	 E-mail: albert.trank@prudential.com
	  
	 (5)	 Address for Delivery of Notes:
	  
	  	 Send physical security by nationwide overnight
	  	 delivery service to:
	  	 c/o Prudential Capital Group
	  	 Three Gateway Center, 18th Floor
	  	 100 Mulberry Street
	  	 Newark, NJ 07102
	  	 Attention: Philip Corsello, Esq.
	  
	 (6)	 Tax Identification No.: 98-0408643




 6









				
	 	  	 Aggregate	  
	 	  	 Principal	  
	 	  	 Amount of	 
	 	  	 Notes	 Note
	 	  	 to be Purchased	 Denomination(s)
	 	  	 
 	
 
	  
	   	 SECURITY BENEFIT LIFE INSURANCE	 $4,000,000	 $4,000,000
	 	 COMPANY, INC.	  	  
	  
	 	 Notes/Certificates to be registered in the name of:	  	  
	 	 UMBTRU&CO	  	  
	  
	 	 Pro Rata Share of Structuring Fee: $800.00	  	  




		
	 (1)	 All payments on account of Notes held by such
	  	 purchaser shall be made by wire transfer of
	  	 immediately available funds for credit to:
	  
	  	 UMB Bank N.A.
	  	 ABA No.: 101000695
	  	 Account Name: Trust Operations
	  	 Account No.: 9870161974
	  	 Reference: Security Benefit Life Ins. Co. Acct.
	  	 #126139.1
	  
	  	 Each such wire transfer shall set forth the name of the
	  	 Company, a reference to “6.84% Senior Notes due
	  	 October 25, 2017, PPN ____” and the due date and
	  	 application (as among principal, interest and Yield-
	  	 Maintenance Amount) of the payment being made.
	  
	 (2)	 All notices of payments and written confirmations of
	  	 such wire transfers:
	  
	  	 UMB Bank
	  	 928 Grand Blvd., 10th Floor
	  	 Kansas City, MO 64106
	  	 Attention: Mike Ortiz
	  
	 (3)	 Address for all other communications and notices:
	  
	  	 Prudential Private Placement Investors, L.P.
	  	 Gateway Center 3, 18th Floor
	  	 100 Mulberry Street




 7









	  	 Newark, NJ 07102
	  	 Attention: Albert Trank, Managing Director 
	  	 Telephone: (973) 802-8608
	 	Facsimile:   (973) 367-3234


 

  

 8









			
	 (4)	 Address for Delivery of Notes:
	  
	  	 (a)	 Send physical security by nationwide overnight
	  	 delivery service to:
	  
	  	  	 Bingham McCutchen LLP
	  	  	 One State Street
	  	  	 Hartford, CT 06103
	  	  	 Attention: Nicole M. Pappa
	  	  	 Phone: 860-240-2834
	  
	  	 (b)	 Send copy by nationwide overnight delivery
	  	 service to:
	  
	  	  	 Prudential Capital Group
	  	 	Three Gateway Center, 18th Floor
	  	  	 100 Mulberry Street
	  	  	 Newark, NJ 07102
	 Attention: Philip Corsello, Esq.
	  
	  
	 (5)	 Tax Identification No.: 43-6295832




 9









 EXHIBIT A

 THIS NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION
  EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT
  OF 1933, AS AMENDED, AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
  IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND
  FROM ANY APPLICABLE STATE SECURITIES LAWS.

 [FORM OF NOTE]

 ALBANY INTERNATIONAL CORP.

  

  SENIOR NOTE DUE OCTOBER 25, 2017

		
	 No. R-__	 [Date]
	 $________	 PPN:__________


      FOR VALUE RECEIVED,
  the undersigned, ALBANY INTERNATIONAL CORP., a corporation organized and existing
  under the laws of the State of Delaware (herein the “Company”), hereby
  promises to pay to _____________________________, or registered assigns, the
  principal sum of ______________________________ DOLLARS on October 25, 2017,
  with (a) interest (computed on the basis of a 360-day year--30-day month) on
  the unpaid balance thereof at the rate (the “Base Rate”) of (i) 5.34%
  per annum from the date hereof through and including February 9, 2010 and (ii)
  6.84% per annum from and including February 10, 2010, payable quarterly on the
  25th day of January, April, July and October in each year, commencing
  with the January 25th, next succeeding the date hereof, until the
  principal hereof shall have become due and payable, (b) in addition to interest
  at the Base Rate, when applicable, the amount of additional interest payable
  to the holder of this Note pursuant to Section 10 of that certain Third Amendment
  to Note Agreement and Amendment to Notes dated December 16, 2008 among the Company,
  the Guarantors and Purchasers (as defined therein) and (c) interest (computed
  on the basis of a 360-day year--30-day month) on any overdue payment (including
  any overdue prepayment) of principal, any overdue payment of interest (including
  additional interest payable pursuant to clause (b)) and any overdue payment
  of any Yield-Maintenance Amount, payable quarterly as aforesaid (or, at the
  option of the registered holder hereof, on demand), at a rate per annum from
  time to time equal to 8.84%.

      Unless otherwise
  defined herein capitalized terms have the meaning ascribed to them in the Note
  Agreement and Guaranty referred to below.

      Payments of principal
  of, interest on and any Yield-Maintenance Amount payable with respect to this
  Note are to be made at the main office of the Bank of New York in New York City









 or at such other place as the holder hereof shall
  designate to the Company in writing, in lawful money of the United States of
  America.

      This Note is one
  of a series of Senior Notes (herein called the “Notes”) issued pursuant
  to a Note Agreement and Guaranty, dated as of October 25, 2005 (as amended,
  supplemented, waiver or otherwise modified from time to time, herein called
  the “Agreement”), among the Company, the Guarantors party thereto
  and the original purchasers of the Notes named in the Purchaser Schedule attached
  thereto and is entitled to the benefits thereof.

      This Note is a
  registered Note and, as provided in the Agreement, upon surrender of this Note
  for registration of transfer, duly endorsed, or accompanied by a written instrument
  of transfer duly executed, by the registered holder hereof or such holder’s
  attorney duly authorized in writing, a new Note for a like principal amount
  will be issued to, and registered in the name of, the transferee. Prior to due
  presentment for registration of transfer, the Company may treat the person in
  whose name this Note is registered as the owner hereof for the purpose of receiving
  payment and for all other purposes, and the Company shall not be affected by
  any notice to the contrary.

      The Company agrees
  to make required prepayments of principal on the dates and in the amounts specified
  in the Agreement. This Note is also subject to optional prepayment, in whole
  or from time to time in part, on the terms specified in the Agreement.

      In case an Event
  of Default, as defined in the Agreement, shall occur and be continuing, the
  principal of this Note may be declared or otherwise become due and payable in
  the manner and with the effect provided in the Agreement.

      This Note is
  intended to be performed in the State of New York and shall be construed and
  enforced in accordance with the internal law of such State.

		
	   	 ALBANY INTERNATIONAL CORP.
	 	  
	 	 By: ___________________________________
	 	 
	 	 Name:
	 	 Title:




 2









 EXHIBIT B

 [FORM OF GUARANTOR JOINDER AGREEMENT]

 GUARANTOR JOINDER AGREEMENT, dated as of ___________________,
  ______, made by [Name and Jurisdiction of New Guarantor] (the “New Guarantor”),
  in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and the other Purchasers
  party to, and holders and Transferees of Notes issued pursuant to, the Note
  Agreement referred to below (collectively with their respective successors and
  assigns, the “Holders”). All capitalized terms used herein
  and not otherwise defined shall have the respective meanings ascribed thereto
  in the Note Agreement referred to below.

           WHEREAS,
  Albany International Corp., a Delaware corporation (the “Company”),
  and certain Guarantors described therein on the one hand, and the Holders, on
  the other hand, are parties to that certain Note Agreement and Guaranty, dated
  as of October __, 2005 (herein, as amended, supplemented and modified from time
  to time, called the “Note Agreement”);

           WHEREAS,
  pursuant to Paragraph 5M of the Note Agreement, the Company covenants that the
  Guaranty Requirement shall be satisfied at all times by, inter alia,
  executing and delivering to the Holders a Guarantor Joinder Agreement

           WHEREAS,
  the New Guarantor is a member of an affiliated group of companies that includes
  the Company and Guarantors under the Note Agreement; the proceeds of the issue
  and sale of Notes under the Note Agreement will in part benefit the Company
  and Guarantors (including the New Guarantor) in the operation of their respective
  businesses; and the Company and Guarantors (including the New Guarantor) are
  engaged in related businesses, and the Company and each such Guarantor (including
  the New Guarantor) derived and will derive substantial direct and indirect benefits
  from the issue and sale of Notes under the Note Agreement; and

           WHEREAS,
  the New Guarantor has agreed to execute this Guarantor Joinder Agreement to
  become a party to, and Guarantor under, the AI Guaranty Agreement;

      NOW, THEREFORE,
  IT IS AGREED:

 1. Note Agreement. By executing and delivering
  this Guarantor Joinder Agreement, the New Guarantor, as provided in the Note
  Agreement, hereby becomes a party to the AI Guaranty Agreement as a Guarantor
  thereunder with the same force and effect as if originally named therein as
  a Guarantor and, without limiting the generality of the foregoing, hereby expressly
  assumes all obligations and liabilities of a Guarantor thereunder and under
  the AI Guaranty Agreement. The New Guarantor hereby represents and warrants
  that each of the representations and warranties of the Guarantors contained
  in Paragraph 8 of the Note Agreement is true and correct with respect to such
  New Guarantor on and as of the date hereof (after giving effect to this Guarantor
  Joinder Agreement) as if made on and as of such date.









 2. GOVERNING LAW. THIS GUARANTOR JOINDER
  AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
  OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE OF NEW YORK.

      IN WITNESS WHEREOF,
  the undersigned has caused this Guarantor Joinder Agreement to be duly executed
  and delivered to the Holders as of the date first above written.

			
	 	 [NAME OF NEW GUARANTOR]
	 	 	  
	 	By:	  
	   	 	 

	 	 	 Name:
	 	 	 Title:




 2









 EXHIBIT C-1

 [FORM OF OPINION OF COMPANY’S

  AND GUARANTORS’ SPECIAL COUNSEL]

 [Letterhead of ________________]

 [Date of Closing]

 [Names and addresses

  of Purchasers]

  

  Ladies and Gentlemen:

      We have acted as
  counsel for Albany International Corp., a Delaware corporation (the “Company”)
  and [List of Guarantors] (collectively, the “Guarantors;” and together
  with the Company hereinafter referred to as the “AI Parties”)) in
  connection with the Note Agreement and Guaranty, dated as of October __, 2005,
  among the Company, the Guarantors party thereto and you (the “Note Agreement”),
  pursuant to which the Company has have issued to you today its 5.34% Senior
  Notes due October __, 2017 in the aggregate principal amount of $150,000,000.
  Capitalized terms used and not otherwise defined herein shall have the respective
  meanings specified in the Note Agreement. This letter is being delivered to
  you in satisfaction of the condition set forth in Paragraph [3A(ii)] of the
  Note Agreement and with the understanding that you are purchasing the Notes
  in reliance on the opinions expressed herein.

      In this connection,
  we have examined such certificates of public officials, certificates of officers
  of the AI Parties and copies certified to our satisfaction of corporate documents
  and records of the AI Parties and of other papers, and have made such other
  investigations, as we have deemed relevant and necessary as a basis for our
  opinion hereinafter set forth. We have relied upon such certificates of public
  officials and of officers of the AI Parties with respect to the accuracy of
  material factual matters contained therein which were not independently established.
  With respect to the opinion expressed in paragraph 3 below, we have also relied
  upon the representation made by each of you in Paragraph 9A of the Note Agreement.

      Based on the foregoing,
  it is our opinion that:

      1. The Note Agreement
  constitutes valid obligations of the AI Parties, legally binding upon and enforceable
  against the AI Parties in accordance with its respective terms, except as such
  enforceability may be limited by (a) bankruptcy, insolvency, reorganization
  or other similar laws affecting the enforcement of creditors’ rights generally
  and (b) general principles of equity (regardless of whether such enforceability
  is considered in a proceeding in equity or at law).









      2. The Notes are
  valid obligations of the Company, legally binding upon and enforceable against
  the Company in accordance with their respective terms, except as such enforceability
  may be limited by (a) bankruptcy, insolvency, reorganization or other similar
  laws affecting the enforcement of creditors’ rights generally and (b) general
  principles of equity (regardless of whether such enforceability is considered
  in a proceeding in equity or at law).

      3. It is not necessary
  in connection with the offering, issuance, sale and delivery of the Notes under
  the circumstances contemplated by the Note Agreement to register the Notes under
  the Securities Act or to qualify an indenture in respect of the Notes under
  the Trust Indenture Act of 1939, as amended.

      4. The extension,
  arranging and obtaining of the credit represented by the Notes do not result
  in any violation of Regulation T, U or X of the Board of Governors of the Federal
  Reserve System.

      5. The offering,
  issuance and the sale of the Notes to the Purchasers pursuant to the Note Agreement
  do not, and the performance by each AI Party of its respective obligations in
  the Note Agreement will not, require any consent, approval, authorization, registration
  or qualification of or with any governmental authority of the United States
  of America or the States of New York or Delaware [Other jurisdictions of
  organization] that in our experience would be normally applicable to general
  business entities with respect to such offering, issuance, sale and performance
  pursuant to any applicable law (including any securities or Blue Sky law), statute,
  rule or regulation, order, judgment or decree to which the AI Parties or any
  of their Subsidiaries is a party or otherwise subject.

                                        Very
  truly yours,

 C-2









 EXHIBIT C-2

 [FORM OF OPINION OF COMPANY’S

 AND GUARANTORS’ IN-HOUSE COUNSEL]

 [Letterhead of ________________]

 [Date of Closing]

 [Names and addresses

  of Purchasers]

  

  Ladies and Gentlemen:

      We have acted as
  counsel for Albany International Corp., a Delaware corporation (the “Company”)
  and [List of Guarantors] (collectively, the “Guarantors;” and together
  with the Company hereinafter referred to as the “AI Parties”)) in
  connection with the Note Agreement and Guaranty, dated as of October __, 2005,
  among the Company, the Guarantors party thereto and you (the “Note Agreement”),
  pursuant to which the Company has have issued to you today its 5.34% Senior
  Notes due October __, 2017 in the aggregate principal amount of $150,000,000.
  Capitalized terms used and not otherwise defined herein shall have the respective
  meanings specified in the Note Agreement. This letter is being delivered to
  you in satisfaction of the condition set forth in Paragraph [3A(ii)] of the
  Note Agreement and with the understanding that you are purchasing the Notes
  in reliance on the opinions expressed herein.

      In this connection,
  we have examined such certificates of public officials, certificates of officers
  of the AI Parties and copies certified to our satisfaction of corporate documents
  and records of the AI Parties and of other papers, and have made such other
  investigations, as we have deemed relevant and necessary as a basis for our
  opinion hereinafter set forth. We have relied upon such certificates of public
  officials and of officers of the AI Parties with respect to the accuracy of
  material factual matters contained therein which were not independently established.
  With respect to the opinion expressed in paragraph 3 below, we have also relied
  upon the representation made by each of you in Paragraph 9A of the Note Agreement.

      Based on the foregoing,
  it is our opinion that:

      1. Each AI Parties
  is a corporation duly organized and validly existing in good standing under
  the laws of the State of its incorporation.

      2. The Note Agreement
  has been duly authorized by all requisite corporate action and duly executed
  and delivered by authorized officers of the AI Parties.

 C-3









      3. The Notes have
  been duly authorized by all requisite corporate action and duly executed and
  delivered by authorized officers of the Company.

      4. The execution
  and delivery of the Note Agreement and the Notes, the offering, issuance and
  the sale of the Notes and fulfillment of an compliance with the respective provisions
  of the Note Agreement and the Notes will not (a) conflict with, result in a
  breach of or constitute a default under (i) the organizational documents or
  by-laws of any AI Party or, to the best of my knowledge, the provisions of any
  material agreement or material instrument to which any AI Party is a party or
  by which any of them or any of their respective assets is or may be bound, or
  (ii) to my knowledge, any order or decree of any court or government agency
  or instrumentality, or (b) to my knowledge, result in the creation of an imposition
  of any Lien upon, or with respect to, any property or assets now owned by any
  AI Party.

                                        Very
  truly yours,

 C-4









 EXHIBIT D

 [FORM OF INDEMNIFICATION, SUBROGATION

  AND CONTRIBUTION AGREEMENT]

 INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT
  dated as of October __, 2005, among ALBANY INTERNATIONAL CORP., a Delaware corporation
  (the “Company”), each Subsidiary of the Company listed on Schedule
  I hereto or becoming a party hereto as provided in Section 12 (the “Subsidiary
  Guarantors”) and each Purchaser party to the Note Agreement referred
  to below (together with their successors and assigns, the “Purchasers”).

      Reference is made
  to the Note Agreement and Guaranty, dated as of October __, 2005, among the
  Company, the Subsidiary Guarantors and the original Purchasers named in the
  Purchaser Schedule attached thereto (as the same may be amended, modified and
  supplemented from time to time, the “Note Agreement”). Capitalized
  terms used herein and not otherwise defined herein have the meanings specified
  in the Note Agreement.

      The Company has
  agreed to sell the Notes to each original Purchaser and, subject to the terms
  and conditions in the Note Agreement, each Purchaser has agreed to purchase
  its portion of the Notes from the Company. The Guarantors have guaranteed the
  Notes and other Guarantied Obligations under the Note Agreement and other Transaction
  Documents pursuant to the AI Guaranty Agreement. The obligations of the original
  Purchasers to purchase the Notes is conditioned on, among other things, the
  execution and delivery by the Company and the Guarantors of an agreement in
  the form hereof.

      Accordingly, the
  Company, each Guarantor and each Purchaser agree as follows:

      SECTION 1. Indemnity
  and Subrogation. In addition to all such rights of indemnity and subrogation
  as the Guarantors may have under applicable law (but subject to Section 3 below),
  the Company agrees that in the event a payment shall be made by any Guarantor
  under the AI Guaranty Agreement, the Company shall indemnify such Guarantor
  for the full amount of such payment, and the Company shall be subrogated to
  the rights of the Guarantor to whom such payment shall have been made to the
  extent of such payment.

      SECTION 2. Contribution
  and Subrogation. Each Guarantor (a “Contributing Guarantor”)
  agrees (subject to Section 3 below) that, in the event a payment shall be made
  by any other Guarantor under the AI Guaranty Agreement and such other Guarantor
  (the “Claiming Guarantor”) shall not have been fully indemnified
  by the Company, as provided in Section 1 above, each Contributing Guarantor
  shall









 indemnify the Claiming Guarantor in an amount
  equal to the amount of such payment multiplied by a fraction of which the numerator
  shall be the net worth of the Contributing Guarantor on the date hereof or on
  the date on which enforcement is being sought, whichever is greater, and the
  denominator shall be the aggregate net worth of all the Guarantors on the date
  hereof (or, in the case of any Guarantor becoming a party hereto pursuant to
  Section 12 below, the date of the Supplement hereto executed and delivered by
  such Guarantor) or on the date on which enforcement is being sought, whichever
  is greater; provided that, notwithstanding the foregoing, any Guarantor
  that is a Foreign Subsidiary shall indemnify the Claiming Guarantor only to
  the extent that the Claiming Guarantor made a payment with respect to an obligation
  of a direct or indirect subsidiary of such Foreign Subsidiary (and such Foreign
  Subsidiary shall not have any liability whatsoever with respect to any payment
  made by a Claiming Guarantor which is either the Company or any Domestic Subsidiary).
  Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant
  to this Section shall be subrogated to the rights of such Claiming Guarantor
  under Section 1 above to the extent of such payment.

      SECTION 3. Subordination.
  Notwithstanding any provision of this Agreement to the contrary, effective upon
  any payment made by a Guarantor under the AI Guaranty, all rights of the Guarantors
  under Sections 1 and 2 hereof in relation to such payment, and all other rights
  of indemnity, contribution or subrogation under applicable law or otherwise
  relating thereto shall become fully subordinated to the indefeasible payment
  in full in cash of the Guarantied Obligations; provided however,
  that, such subordination shall only arise and apply while an Event of
  Default is continuing; and provided further, that, to the extent such
  rights are also governed by provisions under the “Subsidiary Guarantee
  Agreement” or “Indemnity, Subrogation and Contribution Agreement”
  (each, used in this paragraph as defined in the Revolving Credit Agreement),
  they shall be deemed to be excluded from this first sentence of this
  Section 3 to the extent necessary to avoid characterization of this clause as
  a prohibited Lien under the terms of the Revolving Credit Agreement (but only
  to the extent not otherwise permitted thereunder). No failure on the part of
  the Company or any Guarantor to make the payments required by Sections 1 and
  2 hereof (or any other payments required under applicable law or otherwise)
  shall in any respect limit the obligations and liabilities of any Guarantor
  with respect to its obligations under the AI Guaranty Agreement, and each Guarantor
  shall remain liable for the full amount of the obligations of such Guarantor
  under the AI Guaranty Agreement.

      SECTION 4. Termination.
  This Agreement (a) shall, subject to clause (b) below, terminate when all the
  Guarantied Obligations have been indefeasibly paid in full in cash and (b) shall
  continue to be effective or be reinstated, as the case may be, if at any time
  payment, or any part thereof, of any Guarantied Obligation is rescinded or must
  otherwise be restored by any Purchaser or any Guarantor upon the bankruptcy
  or reorganization of the Company, any Guarantor or otherwise. Notwithstanding
  the foregoing, at the time any Guarantor is released from its obligations under
  the AI Guaranty Agreement in accordance with such AI Guaranty Agreement and
  the Note

 2









 Agreement, such Guarantor will cease to have
  any rights or obligations under this Agreement.

      SECTION 5. GOVERNING
  LAW. THIS AGREEEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
  BY THE LAW OF THE STATE OF NEW YORK.

      SECTION 6. Waivers:
  Amendment. (a) No failure or delay of any Purchaser in exercising any right
  or power hereunder or under any other Transaction Document shall operate as
  a waiver thereof, nor shall any single or partial exercise of any such right
  or power, or any abandonment or discontinuance of steps to enforce such a right
  or power, preclude any other or further exercise thereof or the exercise of
  any other right or power. All rights and remedies hereunder are cumulative and
  are not exclusive of any rights or remedies otherwise provided by law. No waiver
  of any provision of this Agreement or consent to any departure by any party
  hereto therefrom shall in any event be effective unless the same shall be permitted
  by paragraph (b) of this Section, and then such waiver or consent shall be effective
  only in the specific instance and for the purpose of which given.

      (b) Neither this
  Agreement nor any provision hereof may be waived, amended or modified except
  pursuant to an agreement or agreements in writing entered into by the Required
  Holders, the Company and the Guarantors with respect to which such waiver, amendment
  or modification is to apply, subject to any consent required in accordance with
  the Note Agreement.

      SECTION 7. Notices.
  All communications and notices hereunder shall be in writing and given as provided
  in the Note Agreement and addressed as specified therein.

      SECTION 8. Binding
  Agreement; Assignments. Whenever in this Agreement any of the parties hereto
  is referred to, such reference shall be deemed to include the successors and
  assigns of such party permitted hereby; and all covenants, promises and agreements
  by or on behalf of the parties that are contained in this Agreement shall bind
  and inure to the benefit of their respective successors and assigns. None of
  the Company or the Guarantors may assign or otherwise transfer any of its rights
  or obligations hereunder or any interest herein (except in connection with any
  transaction permitted by the Note Agreement), and any such attempted assignment
  or transfer shall be null and void.

      SECTION 9. Survival
  of Agreement; Severability. (a) All covenants and agreements made by the
  Company and each Guarantor herein and in the certificates or other instruments
  prepared or delivered in connection with this Agreement shall be considered
  to have been relied upon by the Purchasers and each other Guarantor and shall
  survive the execution and delivery of this Agreement, and the purchase and sale
  of the Notes, and shall continue in full force and effect as long as the principal
  of or any accrued

 3









 interest on any Notes or any fee or any other
  amount payable under the Note Agreement, this Agreement or any other Transaction
  Document is outstanding and unpaid.

      (b) In the event
  that any one or more of the provisions contained in this Agreement should be
  held invalid, illegal or unenforceable in any respect, the validity, legality
  and enforceability of the remaining provisions contained herein shall not in
  any way be affected or impaired thereby (it being understood that the invalidity
  of a particular provision in a particular jurisdiction shall not in and of itself
  affect the validity of such provision in any other jurisdiction). The parties
  shall endeavor in good-faith negotiations to replace the invalid, illegal or
  unenforceable provisions with valid provisions the economic effect of which
  comes as close as possible to that of the invalid, illegal or unenforceable
  provisions.

      SECTION 10. Counterparts;
  Effectiveness. This Agreement may be executed in counterparts (and by different
  parties hereto on different counterparts), each of which shall constitute an
  original, but all of which taken together shall constitute a single contract.
  This Agreement shall become effective with respect to any Guarantor when a counterpart
  hereof bearing the signature of such Guarantor shall have been delivered to
  the Required Holders and a counterpart hereof shall have been executed by the
  Required Holders and the Company. This Agreement shall become effective with
  respect to the Company upon effectiveness of the Note Agreement. Delivery of
  an executed signature page to this Agreement by facsimile transmission shall
  be as effective as delivery of a manually signed counterpart of this Agreement.

      SECTION 11. Rules
  of Interpretation. The rules of interpretation specified in paragraphs 11A,
  11B and 11C of the Note Agreement shall be applicable to this Agreement.

      SECTION 12. Additional
  Guarantors. Pursuant to Paragraph 5M of the Note Agreement, certain additional
  Subsidiaries may be required under the terms of the Note Agreement from time
  to time to enter into this Agreement as Guarantors. Upon execution and delivery
  by the Required Holders and a Subsidiary of an instrument in the form of Annex
  I hereto, such Subsidiary shall become a Guarantor hereunder with the same force
  and effect as if originally named as a Guarantor herein. The execution and delivery
  of such instrument shall not require the consent of the Company or any Guarantor
  hereunder. The rights and obligations of the Company and each Guarantor hereunder
  shall remain in full force and effect notwithstanding the addition of any new
  Guarantor as a party to this Agreement.

      SECTION 13. Jurisdiction;
  Consent to Service of Process. (a) Each Guarantor hereby irrevocably and
  unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
  of the Supreme Court of the State of New York and sitting in New York County
  and of the United States District Court of the Southern District of New York,
  and any appellate court from any thereof, in any action or proceeding arising
  out of or relating to this Agreement, or for recognition or enforcement of any
  judgment,

 4









 and each of the parties hereto hereby irrevocably
  and unconditionally agrees that all claims in respect of any such action or
  proceeding may be heard and determined in such New York State or, to the extent
  permitted by law, in such Federal court. Each of the parties hereto agrees that
  a final judgment in any such action or proceeding shall be conclusive and may
  be enforced in other jurisdictions by suit on the judgment or in any other manner
  provided by law. Nothing in this Agreement shall affect any right that any Purchaser
  may otherwise have to bring any action or proceeding relating to this Agreement
  or any other Transaction Document against any Guarantor or its properties in
  the courts of any jurisdiction.

      (b) Each Guarantor
  hereby irrevocably and unconditionally waives, to the fullest extent it may
  legally and effectively do so, any objection that it may now or hereafter have
  to the laying of venue of any suit, action or proceeding arising out of or relating
  to this Agreement in any court referred to in paragraph (a) of this Section.
  Each of the parties hereto hereby irrevocably waives, to the fullest extent
  permitted by law, the defense of any inconvenient forum to the maintenance of
  such action or proceeding in any such court.

      (c) Each party
  to this Agreement irrevocably consents to service of process in the manner provided
  for notices in Section 7 hereof. Nothing in this Agreement will affect the right
  of any party to this Agreement to serve process in any other manner permitted
  to law.

      SECTION 14.
  WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
  A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
  OUT OF, OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
  (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
  CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
  EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
  PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
  THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      IN WITNESS WHEREOF,
  the parties hereto have caused this Agreement to be executed by their duly authorized
  officers as of the date first appearing above.

 5









			
	 	ALBANY INTERNATIONAL CORP.
	 	 By:	 
	 	  	
      

      Title: 
	 	 	 
	 	 ALBANY INTERNATIONAL HOLDINGS
	 	 TWO, INC. 
	 	 	 
	 	 By:	 
	 	  	
      

      Title: 
	 	 	 
	 	 ALBANY INTERNATIONAL
	 	 TECHNIWEAVE, INC. 
	 	 	 
	 	 By:	 
	 	  	
      

      Title: 
	 	 	 
	 	 ALBANY INTERNATIONAL RESEARCH
	 	 CO. 
	 	 	 
	 	 By:	 
	 	  	
      

      Title: 
	 	 	 
	 	 GESCHMAY CORP. 
	 	 	 
	 	 By:	 
	 	  	
      

      Title: 
	 	 	 
	  	BRANDON DRYING FABRICS, INC.
	 	 	 
	 	 By:	 
	 	  	
      

      Title: 
	 	 	 
	 	 GESCHMAY WELT FELTS, INC.
	 	 	 
	 	 By:	 
	 	  	
      

      Title: 
	 	 	 
	  	GESCHMAY FORMING FABRICS CORP.
	 	 	 
	 	 By:	 
	 	  	
      

      Title: 



 6









	 	 THE PRUDENTIAL INSURANCE 
	     	 COMPANY OF AMERICA
	 	 By:	 
	 	  	
      

      Vice President




 7









				
	  	THE PRUDENTIAL LIFE INSURANCE
	  	   COMPANY, LTD.
	 	 By:	 Prudential Investment Management
	 	  	 (Japan), Inc., as Investment
	 	  	 Manager
	 	  	 By:	 Prudential Investment
	 	  	  	 Management, Inc.,
	  	 	 	as Sub-Adviser
	  	 	 	 
	 	  	 By:	  
	  	 	 	 

      Vice President 
	  	 	 	 
	  	GIBRALTAR LIFE INSURANCE CO.,
	  	LTD. 
	 	 By:	 Prudential Investment Management
	  	(Japan), Inc., as Investment Manager
	 	  	 By:	 Prudential Investment
	 	  	  	 Management, Inc.,
	  	 	 	as Sub-Adviser
	  	 	 	 
	 	  	 By:	  
	  	 

      Vice President 
	  	 	 	 
	  
	  	SECURITY BENEFIT LIFE INSURANCE
	  	   COMPANY, INC.
	 	 By:	 Prudential Private Placement
	    	Investors, L.P. (as Investment Advisor)
	 	 By:	 Prudential Private Placement
	  	Investors, Inc. (as its General Partner)
	  	 	 	 
	 	  	 By:	  
	  	 

      Vice President 




 8









 SCHEDULE I

  TO EXHIBIT D - INDEMNITY,

  SUBROGATION

  AND CONTRIBUTION AGREEMENT

        SUBSIDIARY
  GUARANTORS

  

  Albany International Holdings Two, Inc.

  Albany International Techniweave, Inc.

  Albany International Research Co.

  Geschmay Corp.

  Brandon Drying Fabrics, Inc.

  Geschmay Welt Felts, Inc.

  Geschmay Forming Fabrics Corp.









 ANNEX I TO

  EXHIBIT D - INDEMNITY, SUBROGATION

  AND CONTRIBUTION AGREEMENT

      SUPPLEMENT NO.
  [ ] dated as of [ ], 200[ ] to the INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT
  dated as of October __, 2005 (as the same may be amended, supplemented or otherwise
  modified from time to time, the “Indemnity, Subrogation and Contribution
  Agreement”), among ALBANY INTERNATIONAL CORP., a Delaware corporation
  (the “Company”), each Subsidiary of the Company listed on Schedule
  I thereto or becoming a party thereto as provided in Section 12 thereof (the
  “Subsidiary Guarantors”) and each Purchaser party to the Note
  Agreement referred to below (together with their successors and assigns the
  “Purchasers”).

      Reference is made
  to Note Agreement and Guaranty, dated as of October __, 2005, among the Company,
  the Guarantors party thereto and the original Purchasers named in the Purchaser
  Schedule attached thereto (as the same may be amended, modified and supplemented
  from time to time, the (“Note Agreement”). Capitalized terms used
  herein and not otherwise defined herein have the respective meanings specified
  in the Note Agreement and the Indemnity, Subrogation and Contribution Agreement.

      The Company, the
  Guarantors and the Purchasers have entered into the Indemnity, Subrogation and
  Contribution Agreement in order to induce the original Purchasers to purchase
  the Notes. Pursuant to paragraph 5M of the Note Agreement, certain additional
  Subsidiaries may be required under the terms of the Note Agreement from time
  to time to enter into the Indemnity, Subrogation and Contribution Agreement
  as Guarantors. Section 12 of the Indemnity, Subrogation and Contribution Agreement
  provides that additional Subsidiaries may become Guarantors under the Indemnity,
  Subrogation and Contribution by execution and delivery of an instrument in the
  form of this Supplement. The undersigned Subsidiary of the Company (the “New
  Guarantor”) is executing this Supplement in accordance with the requirements
  of the Note Agreement to become a Guarantor under the Indemnity, Subrogation
  and Contribution Agreement as consideration for the prior purchase and sale
  of the Notes previously issued.

      Accordingly, the
  Required Holders and the New Guarantor agree as follows:

      SECTION 1. In accordance
  with Section 12 of the Indemnity, Subrogation and Contribution Agreement, the
  New Guarantor by its signature below becomes a Guarantor under the Indemnity,
  Subrogation and Contribution Agreement with the same force and effect as if
  originally named therein as a Guarantor and the New Guarantor hereby agrees
  to all the terms and provisions of the Indemnity, Subrogation and Contribution
  Agreement applicable to it as a Guarantor thereunder. Each reference to a “Guarantor”
  in the Indemnity, Subrogation and Contribution Agreement shall be deemed to
  include the New Guarantor. The Indemnity, Subrogation and Contribution Agreement
  is hereby incorporated herein by reference.

      SECTION 2. The
  New Guarantor represents and warrants to the Required Holders and the other
  beneficiaries of the AI Guaranty Agreement that this Supplement has been duly
  authorized, executed and delivered by it and constitutes its legal, valid and
  binding obligation, enforceable against it in accordance with its terms, subject
  to applicable bankruptcy, insolvency,

 1









 reorganization, moratorium or other laws affecting
  creditors’ rights generally and subject to general principles of equity,
  regardless of whether considered in a proceeding in equity or at law.

      SECTION 3. This
  Supplement may be executed in counterparts (and by different parties hereto
  on different counterparts), each of which shall constitute an original, but
  all of which when taken together shall constitute a single contract. This Supplement
  shall become effective when the Required Holders shall have received a counterpart
  of this Supplement that bears the signature of the New Guarantor and the Required
  Holders have executed a counterpart hereof. Delivery of an executed signature
  page to this Supplement by facsimile transmission shall be as effective as delivery
  of a manually signed counterpart of this Supplement.

      SECTION 4. Except
  as expressly supplemented hereby, the Indemnity, Subrogation and Contribution
  Agreement shall remain in full force and effect.

      SECTION 5. THIS
  SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
  THE STATE OF NEW YORK.

      SECTION 6. In the
  event that any one or more of the provisions contained in this Supplement should
  be held invalid, illegal or unenforceable in any respect, the validity, legality
  and enforceability of the remaining provisions contained herein and in the Indemnity,
  Subrogation and Contribution Agreement shall not in any way be affected or impaired
  thereby (it being understood that the invalidity of a particular provision in
  a particular jurisdiction shall not in and of itself affect the validity of
  such provision in any other jurisdiction). The parties hereto shall endeavor
  in good-faith negotiations to replace the invalid, illegal or unenforceable
  provisions with valid provisions the economic effect of which comes as close
  as possible to that of the invalid, illegal or unenforceable provisions.

      SECTION 7. All
  communications and notices hereunder shall be in writing and given as provided
  in Section 7 of the Indemnity, Subrogation and Contribution Agreement.

      SECTION 8. The
  New Guarantor agrees to reimburse the Required Holders for their out-of-pocket
  expenses in connection with this Supplement, including the fees, other charges
  and disbursements of counsel for the Required Holders.

      IN WITNESS WHEREOF,
  the New Guarantor and the Required Holders have duly executed this Supplement
  to the Indemnity, Subrogation and Contribution Agreement as of the day and year
  first above written.

			
	 	 [NAME OF NEW GUARANTOR]
	 	 	  
	 	 	  
	 	By:	  
	 	 	
      

      Name:
	 	 	 Title:
	 	 	  




 2









	     	 [REQUIRED HOLDERS]
	 	By:	  
	 	 	
      

      Name:
	 	 	 Title:




 3









 Schedule 6.04

 SCHEDULE 1A

 Albany International Holdings Two, Inc.

  Albany International Techniweave, Inc.

  Albany International Research Co.

  Geschmay Corp.

  Brandon Drying Fabrics, Inc.

  Geschmay Wet Felts, Inc.

  Geschmay Forming Fabrics Corp.



  1












 SCHEDULE 6A

  

  Existing Subsidiary Indebtedness

			
	 	  	 Amount
	 	  	 (US$) 1
	 	  	 
 
	 Amounts outstanding under the Revolving Credit
      Facility	  
	 	 which are owed by various
      Subsidiaries from time	  
	 	 to time	  
	  
	 Albany International Engineered Textiles (Hangzhou)
      Co., Ltd.	  
	 	 Short and Medium-Term Borrowings
      from Local Banks	 $15,000,000
	  
	 Albany International (China) Co., Ltd.	  
	 	 Short and Medium-Term Borrowings
      from Local Banks	 $1,000,000
	  
	 Albany Door Systems Europe	  
	 	 Short and Medium-Term Borrowings
      from Local Banks	 $24,000
	  
	 Albany International Pty. Ltd.	  
	 	 Short and Medium-Term Borrowings
      from Local Banks	 $27,000
	  
	 Albany International Tecidos Tecnicos Ltda.	  
	 	 Short and Medium-Term Borrowings
      from Local Banks	 $744,000
	  
	 Albany Engineered Composites, Inc.	  
	   	 Short and Medium-Term Borrowings
      from Local Banks	 $170,000






1 Dollar amounts are converted from local currencies.
 2









 SCHEDULE 6B

 Existing Liens

  

  Albany International Canada Corp.

 Cash deposits of CAD$275,000 (approximately
  US$269,000) restricted for potential credit card liabilities.

 Albany International Pty. Ltd.

 Cash deposits of AUD50,000 (approximately US$35,000)
  restricted to support certain letters of credit.

 3









 SCHEDULE 6D

 Certain Transactions with Affiliates

 Beier Albany & Co. (“Beier Albany”)

 The Company has a 50% interest in Beier Albany,
  a South African business enterprise in the Company’s core business of paper
  machine clothing and industrial fabrics. This enterprise was originally organized
  in 1978 as a partnership, and is now conducted through Beier Albany with 50/50
  ownership. The Company’s decision to conduct business in South Africa in
  this way arose due to the advantages of having an established local business
  with experience operating in South Africa. The Company and its other Subsidiaries
  engage in intercompany sales and other transactions with Beier Albany to the
  same extent as they would any wholly-owned Subsidiary. The other 50% interest
  is owned by an entity owned by members of the Beier family who, apart from their
  ownership of this interest, are not, to the Company’s knowledge, Affiliates
  of the Company.

 Spectra Systems Corporation (“SSC”)

 The Company made an investment of approximately
  $4 million in 1997 in SSC, which is engaged in the development of textiles
  using dispersed laser technology. At the same time, the Company entered into
  an exclusive supply arrangement pursuant to which SSC is obligated to purchase
  all of its monofilament or textile products from the Company, and to pay certain
  royalties to the Company on sales of SSC products that incorporate materials
  supplied by the Company. SSC also granted to the Company an exclusive license
  to use SSC products in paper machine clothing and related products. In addition,
  the Company’s Subsidiary, Albany International Research Co., has provided
  research and technical support to SSC. The remaining interests of SSC are not,
  to the Company’s knowledge, held by Affiliates of the Company. As of December
  31, 2009, the Company was no longer engaged in any commercial or other business
  activities with SSC. Any future dealings with SCC (which are not anticipated)
  would be at arm’s length.

 Nevo Cloth Ltd. (“Nevo Cloth”)

 Albany Nordiskafilt AB (“Albany Nordiskafilt”),
  the Company’s principal Swedish Subsidiary, established Nevo Cloth as a
  50/50 equity joint venture with a local Russian partner to gain a manufacturing
  presence in Russia in the Company’s core paper machine clothing business.
  Albany Nordiskafilt supplies paper machine clothing and related products to
  Nevo Cloth for resale to customers in Russia. The other shareholder of Nevo
  Cloth is not, to the Company’s knowledge, an Affiliate of the Company.


4










 Loading Bay Specialists Limited (“Loading
  Bay”)

 

The Company made an investment of approximately
  US$2,025,000 to acquire a 49.9% interest in Loading Bay, a distributor of
  high-performance industrial doors in England, where the Company’s door
  products did not have the same level of penetration as in other European markets.
  The Company sells high-performance doors and related products to Loading Bay
  for resale in the U.K. The other shareholder of Loading Bay is not, to the Company’s
  knowledge, an Affiliate of the Company.

 5









 Schedule 3.06

 SCHEDULE 6G

      Existing Investments

       Albany International Corp. and Subsidiaries

		
	Beier Albany & Co. Ltd.	50% ownership of ordinary shares
	  
	Spectra Systems Corporation (Delaware)	1,777,778 shares Series C Preferred, $0.01 par value (<20%)
	  
	Loading Bay Specialists Limited (England and Wales)	4,999 ordinary shares
	  
	Nevo Cloth Ltd. (Russia)	50% equity ownership
	  
	Ichikawa Ltd. (Japan)	300,000 shares Common Stock (approx. 1.0%)
	  
	Parco Scientifico Technlogico di Venezia s.c.a.r.l.	176 quotas valued at ITL 17,600,000 (approx. US$ 9,800)
	  
	 Albany International AB1
	 Surety Bond, dated May 25, 1994, by Albany International
        Corp. for the benefit of Forsakringsbolaget Pensionsgaranti, securing
        the obligations of Albany International AB under certain insurance policies
        relating to the pension obligations of Albany International AB to employees
        in Sweden (approximately 228,000,000 Swedish kroner)

	  
	 Wurttembergische Filztuchfabrik D. Geschmay GmbH
	 Guaranty by Albany International Corp. in favor
        of GEFA leasing of borrowings by Wurttembergische Filztuchfabrik D. Geschmay
        GmbH of Euro 1,120,000 (approx. US$1,400,000)

	  
	 Albany International Pty., Ltd.
	 Guaranty by Albany International Corp. in favor
        of National Bank of Australia for an Enterprise Bargaining Agreement with
        Albany International Pty., Ltd. for AUD793,000 (approx. US$690,000)

	  
	 Albany International Canada Corp.
	 Guaranty by Albany International Corp. in favor
        of Macquerie Equipment for equipment leases with Albany International
        Canada Corp. for US $175,000

	  
	 Albany International Europe GmbH
	 Guaranty by Albany International Corp. in favor
        of UBS for credit cards with Albany International Europe GmbH for Euro
        116,000 (approx. US$143,000)

	  
	 Various European entities
	 Guaranty by Albany International Corp. in favor
        of JPMorgan for credit cards in various countries in Europe for US$500,000







1 Wholly-owned subsidiary of Albany International Corp.
 1









 Schedule 3.06

 ii.      Subsidiaries

							
	  	 	  	 	 Country of	 	 Jurisdiction of
	 Affiliate
      
	 	 Direct Subsidiary of
      
	 	 Incorporation
      
	 	 Incorporation
      

	  
	 47 Albany Troy Road Corporation	   	 Albany International	  	 United States	   	 New York
	 - Namesaver	 	 Corp.	 	  	 	  
	 AIC Sales Corporation -	 	 Albany International	 	 United States	 	 New York
	 Namesaver	 	 Corp.	 	  	 	  
	 AI (Switzerland) GmbH	 	 Albany International	 	 Switzerland	 	 Switzerland
	  	 	 Holding (Switzerland)	 	  	 	  
	  	 	 AG	 	  	 	  
	 AKTOR Industrietore GmbH	 	 Albany Door Systems	 	 Germany	 	 Germany
	  	 	 GmbH	 	  	 	  
	 Albany Door Systems A/S	 	 Albany Door Systems	 	 Denmark	 	 Denmark
	  	 	 GmbH	 	  	 	  
	 Albany Door Systems AB	 	 Albany International	 	 Sweden	 	 Norrkoping,
	  	 	 Holding AB	 	  	 	 Sweden
	 Albany Door Systems AG	 	 Albany Door Systems AB	 	 Switzerland	 	 Zurich,
	  	 	  	 	  	 	 Switzerland
	 Albany Door Systems B.V.	 	 Albany Door Systems AB	 	 Netherlands	 	 Dieren,
	  	 	  	 	  	 	 Netherlands
	 Albany Door Systems GmbH	 	 Albany International BV	 	 Germany	 	 Germany
	 Albany Door Systems GmbH	 	 Albany Door Systems AB	 	 Austria	 	 Sierning,
	 (Austria)	 	 Albany Door Systems AB	 	 New Zealand	 	 Austria
	 Albany Door Systems, New	 	  	 	  	 	 New Zealand
	 Zealand	 	  	 	  	 	  
	 Albany Door Systems S.A.S	 	 Albany Door Systems AB	 	 France	 	 Selestat,
	  	 	  	 	  	 	 France
	 Albany Door Systems Sp. z.oo	 	 Albany International	 	 Poland	 	 Poland
	  	 	 Corp.	 	  	 	  
	 Albany Dritek Corp. - Inactive	 	 Albany International	 	 United States	 	 New York
	  	 	 Corp.	 	  	 	  
	 Albany Felt Company - Namesaver	 	 Albany International	 	 United States	 	 New York
	  	 	 Corp.	 	  	 	  
	 Albany International (China) Co.,	 	 Albany International	 	 China	 	 Panyu,
	 Ltd.	 	 Corp.	 	  	 	 Guangdong,
	  	 	  	 	  	 	 China
	 Albany International AB	 	 Albany International	 	 Sweden	 	 Halmstad,
	  	 	 Holding AB	 	  	 	 Sweden
	 Albany International Asia Pty. Ltd.	 	 Albany International	 	 Australia	 	 Australian
	  	 	 Holdings Two, Inc.	 	  	 	 Capital
	  	 	  	 	  	 	 Territory
	 Albany International B.V.	 	 Albany International	 	 Netherlands	 	 The Hague,
	  	 	 Holding (Switzerland)	 	  	 	 Netherlands
	  	 	 AG	 	  	 	  
	 	 	 	 	 	 	 
	 Albany International Canada Corp.	 	 AI (Switzerland) GmbH	 	 Canada	 	 Nova Scotia
	 Albany International Corp.	 	  	 	 United States	 	 Delaware
	 Albany International de Mexico	 	 Albany International	 	 Mexico	 	 Mexico




 2









 Schedule 3.06

							
	  	 	  	 	 Country of	 	 Jurisdiction of
	 Affiliate
      
	 	 Direct Subsidiary of
      
	 	 Incorporation
      
	 	 Incorporation
      

	 S.A. de C.V.	 	 Holding S.A de C.V.	 	  	 	  
	 Albany International Engineered	   	 Albany International	   	 China	   	 Hangzhou,
	 Textiles (Hangzhou) Co., Ltd.	 	 Holding (Switzerland)	 	  	 	 China
	  	 	 AG	 	  	 	  
	 Albany International Europe	 	 Albany International	 	 Switzerland	 	 Switzerland
	 GmbH 	 	 Holding (Switzerland)	 	  	 	  
	  	 	 AG	 	  	 	  
	 Albany International France,	 	 Albany International	 	 France	 	 Selestat,
	 S.A.S. 	 	 Canada Corp.	 	  	 	 France
	 Albany International Germany	 	 Albany International	 	 Germany	 	 Germany
	 Holding GmbH	 	 Holdings Two, Inc.	 	  	 	  
	 Albany International GmbH	 	 Albany International	 	 Germany	 	 Germany
	  	 	 Germany Holding GmbH	 	  	 	  
	 Albany International Holding	 	 Albany International	 	 Switzerland	 	 Switzerland
	 (Switzerland) AG	 	 Holdings Two, Inc.	 	  	 	  
	 Albany International Holding AB	 	 Albany International	 	 Sweden	 	 Sweden
	  	 	 Holding (Switzerland)	 	  	 	  
	  	 	 AG	 	  	 	  
	 Albany International Holdings	 	 Albany International	 	 United States	 	 Delaware
	 Two, Inc.	 	 Corp.	 	  	 	  
	 Albany International Italia S.r.l.	 	 Albany International	 	 Italy	 	 Italy
	  	 	 Holding (Switzerland)	 	  	 	  
	  	 	 AG	 	  	 	  
	 Albany International Korea, Inc.	 	 Albany International	 	 Korea	 	 Chungju-shi,
	  	 	 Holdings Two, Inc.	 	  	 	 Korea
	 Albany International Ltd.	 	 Albany International	 	 United	 	 United
	  	 	 Holding (Switzerland)	 	 Kingdom	 	 Kingdom
	  	 	 AG	 	  	 	  
	 Albany International Oy	 	 Albany International AB	 	 Finland	 	 Helsinki,
	  	 	  	 	  	 	 Finland
	 Albany International Pty. Ltd.	 	 Albany International	 	 Australia	 	 Australian
	  	 	 HoldingsTwo, Inc.	 	  	 	 Capital
	  	 	  	 	  	 	 Territory
	 Albany International Research Co.	 	 Albany International	 	 United States	 	 Delaware
	  	 	 Corp.	 	  	 	  
	 Albany International S.A. Pty. Ltd.	 	 Albany International AB	 	 South Africa	 	 Durban
	 Albany Engineered Composites,	 	 Albany International	 	 United States	 	 New
	 Inc.	 	 Corp.	 	  	 	 Hampshire
	 Albany Engineered Composites,	 	 Albany Engineered	 	 United	 	 United
	 Ltd.	 	 Composites, Inc.	 	 Kingdom	 	 Kingdom
	 Albany International Tecidos	 	 Albany International	 	 Brazil	 	 Santa Catarina
	 Tecnicos Ltda.	 	 Canada Corp.	 	  	 	  
	 Albany Nordiskafilt Kabushiki	 	 Albany International AB	 	 Japan	 	 Tokyo
	 Kaisha	 	  	 	  	 	  
	 Beier Albany and Company	 	 Albany International	 	 South Africa	 	 South Africa
	 (Proprietary) Limited	 	 Corp.	 	  	 	  
	 Brandon Drying Fabrics, Inc. -	 	 Geschmay Corp.	 	 United States	 	 Delaware
	 Inactive	 	  	 	  	 	  
	 Dewa Consulting AB - Namesaver	 	 Albany International AB	 	 Sweden	 	 Sweden




 3









 Schedule 3.06

							
	  	   	  	    	 Country of	    	 Jurisdiction of
	 Affiliate
      
	 	 Direct Subsidiary of
      
	 	 Incorporation
      
	 	 Incorporation
      

	 Geschmay Corp.	 	 Albany International	 	 United States	 	 Delaware
	  	 	 Corp.	 	  	 	  
	 Geschmay Forming Fabrics Corp. -	 	 Geschmay Corp.	 	 United States	 	 Delaware
	 Inactive	 	  	 	  	 	  
	 Geschmay Wet Felts, Inc. - Inactive	 	 Geschmay Corp.	 	 United States	 	 Delaware
	 James Kenyon & Sons Ltd. -	 	 Albany International	 	 United	 	 United
	 Inactive	 	 Corp.	 	 Kingdom	 	 Kingdom
	 Loading Bay Specialists Limited	 	 Albany Door Systems	 	 United	 	 Cardiff, UK
	  	 	 GmbH	 	 Kingdom	 	  
	 MDS Hareketli Kapi Sistemleri	 	 AKTOR Industrietore	 	 Turkey	 	 Turkey
	 Sanayi ve Dis Tiscaret Ltd. Sti	 	 GmbH	 	  	 	  
	 Nordiska Maskinfilt Aktiebolag -	 	 Albany International AB	 	 Sweden	 	 Sweden
	 Namesaver	 	  	 	  	 	  
	 Nevo-Cloth Ltd.	 	 Albany International AB	 	 Russia	 	 St. Petersburg
	 SA Alfadoor NV	 	 Albany Door Systems AB	 	 Belgium	 	 Belgium
	 Transamerican Manufacturing Inc.	 	 Albany International	 	 United States	 	 Delaware
	 - Namesaver	 	 Corp.	 	  	 	  
	 Transglobal Enterprises Inc. -	 	 Albany International	 	 United States	 	 Delaware
	 Namesaver	 	 Corp.	 	  	 	  
	 Wurttembergische Filztuchfabrik	 	 Albany International	 	 Germany	 	 Germany
	 D. Geschmay GmbH	 	 Germany Holding GmbH	 	  	 	  




 4









 Schedule 3.06

 SCHEDULE 8C

 The discussion of various matters set forth in
  the Company’s Annual Report on Form 10-K for the year ended December 31,
  2009 (a) in “Item 1A. Risk Factors” under the heading “The Company
  is subject to legal proceedings and legal compliance risks, and has been named
  as defendant in a large number of suits relating to the actual or alleged exposure
  to asbestos-containing products” and (b) in “Item 3. Legal Proceedings”
  is hereby incorporated by reference.

 5









 Schedule 6.04

 1









 Schedule 3.06

 SCHEDULE 8G

 1. Revolving Credit Agreement