Amendment No. 1 to the Credit Facility



 Exhibit 10.1 
 EXECUTION VERSION 
 AMENDMENT NO. 1

 AMENDMENT NO. 1, dated as of June 28, 2012 (this “Amendment”), to the Credit and Guaranty
Agreement, dated as of May 26, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among XERIUM TECHNOLOGIES, INC., a Delaware
corporation (“Xerium”), and XERIUM TECHNOLOGIES LIMITED, a private limited company organized under the laws of England and Wales (the “Euro Borrower”, and together with
Xerium, each individually a “Borrower” and, collectively, the “Borrowers”), certain subsidiaries of the Borrowers, as Guarantors, the Banks from time to time party thereto, CITIGROUP
GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Bookrunner, JEFFERIES FINANCE LLC, as Joint Lead Arranger and Joint Bookrunner and as Syndication Agent,
CITIBANK, N.A., as Administrative Agent (together with its permitted successors, in such capacity, the “Administrative Agent”) and CITIGROUP NORTH AMERICA,
INC., as Collateral Agent (together with its permitted successors, in such capacity, the “Collateral Agent”). 
 W I T N E S S E T H: 
 WHEREAS, the Borrowers have requested that the Requisite Banks agree to certain amendments to the Credit Agreement; 
 WHEREAS, the Administrative Agent and each Bank signatory hereto have agreed to such amendments to the Credit Agreement to the extent of and subject to terms and conditions set forth herein; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and provisions hereinafter contained, the parties hereto hereby
agree as follows: 
 Section 1. Defined Terms. Capitalized terms used herein and not defined herein but
defined in the Credit Agreement are used herein as defined in the Credit Agreement. 
 Section 2. Amendments to the
Credit Agreement. As of the Amendment Effective Date (as defined in Section 4): 
 (a) Section 1.1
(Definitions) is hereby amended by inserting the following definitions in the appropriate places so as to preserve the alphabetical order of the definitions in such section: 

“Amendment No. 1” means that certain Amendment No. 1 to the Agreement, dated as of
June 28, 2012, by and among the Borrowers, certain subsidiaries of the Borrowers, the Administrative Agent, the Collateral Agent, the Syndication Agent, and the Requisite Banks signatory thereto. 

“Amendment No. 1 Effective Date” means dated as of June 28, 2012. 

“Unused Maximum Consolidated Capital Expenditure Amount” means, for any Fiscal Year, the amount by which
(a) the Maximum Consolidated Capital Expenditures for such Fiscal Year exceeds (b) the amount of Consolidated Capital Expenditures made or incurred in such Fiscal Year. 

(b) The definition of “Applicable Margin” in Section 1.1 (Definitions) is hereby amended by inserting the following
sentence at the end of such definition: 
 For eighteen (18) months following the Amendment No. 1
Effective Date, the Applicable Margin shall be increased by an additional 0.75% per annum. 







 (c) The definition of “Leverage Ratio” in Section 1.1 (Definitions) is
hereby deleted in its entirety and the following is inserted in lieu thereof: 
 “Leverage
Ratio” means, with respect to Xerium on any date, the ratio of (a) the Debt of Xerium and its Subsidiaries as of such date to (b) the Adjusted EBITDA of Xerium and its Subsidiaries for the period of four consecutive Fiscal
Quarters ending on such date (or if such date is not the last day of a Fiscal Quarter of Xerium, for the period of four consecutive Fiscal Quarters most recently ended); provided, that, for the purposes of calculating the Leverage Ratio
required to be maintained under Section 6.8(b) only and not for any purpose for which the Leverage Ratio is applicable elsewhere in this Agreement, an amount equal to the lesser of (x) the aggregate amount of unrestricted Cash and
Cash Equivalents in excess of $25,000,000 held by Xerium and its Subsidiaries on such date and not subject to a perfected Lien in favor of any Person (other than the Collateral Agent) and (y) $25,000,000 shall be subtracted from Debt in the
foregoing clause (a). 
 (d) The definition of “Consolidated Operational Restructuring Costs” in
Section 1.1 (Definitions) is hereby deleted in its entirety and the following is inserted in lieu thereof: 
 “Consolidated Operational Restructuring Costs” means, with respect to any Person for any period, any restructuring or related impairment costs for such Person and its Subsidiaries
resulting from the restructuring activities of such Person and its Subsidiaries; provided, that the amount of such costs for the applicable Fiscal Year shall not exceed an amount equal to (a) the Maximum Consolidated Operational
Restructuring Costs for such Fiscal Year plus, (b) in the case of each Fiscal Year ended December 31, 2012 through the Fiscal Year ended December 31, 2015 only, an amount equal to the lesser of (i) $15,000,000 and
(ii) the Unused Maximum Consolidated Capital Expenditure Amount. 
 (e) Section 2.15(e) (Application of
Prepayments/Reductions/Scheduled Payments; Prepayment Premium) is hereby amended in its entirety and the following is inserted in lieu thereof: 
 (e) Prepayment Premium. At the time of the effectiveness of any Repricing Transaction that (i) (A) results in any prepayment of Term Loans under Section 2.13 or
Section 2.14 or (B) is effected by any amendment of this Agreement and (ii) is consummated prior to the date that is one year after the Amendment No. 1 Effective Date, the Borrowers agree to pay to the Administrative
Agent, for the ratable account of each applicable Bank, a fee in an amount equal to, (x) in the case of clause (A), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (y) in the case of clause (B), a payment equal
to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction. 

(f) Section 6.8(b) (Financial Covenants) is hereby amended by deleting the rows in the table contained therein that apply to
the Fiscal Quarters ending September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013 and substituting the following in lieu thereof: 

 

			
	 Fiscal Quarter
	  	Leverage Ratio
	 September 30, 2012
	  	5.50 to 1.00
	 December 31, 2012
	  	5.50 to 1.00
	 March 31, 2013
	  	5.50 to 1.00
	 June 30, 2013
	  	5.25 to 1.00
	 September 30, 2013
	  	5.00 to 1.00
	 December 31, 2013
	  	5.00 to 1.00


  
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 (g) Section 6.8(d) (Financial Covenants) is hereby amended by deleting clause
(i) in its entirety and inserting the following in lieu thereof: 
 (i) an amount equal to 50% of the
portion of Maximum Consolidated Capital Expenditure not expended and not used to increase Consolidated Operational Restructuring Costs in the immediately preceding Fiscal Year (the “Roll-Over Amount”) and 

Section 3. Amendment Fee. The Borrowers agree to pay or cause to be paid to the Administrative Agent, for the
account of each Bank that executes this Amendment by no later than 5:00pm (New York time) on June 26, 2012, a fee in an amount equal to 0.25% of the sum of such Bank’s Term Loan and Revolving Commitment (the “Amendment Fee”).

 Section 4. Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall become
effective on the date (the “Amendment Effective Date”) when the Administrative Agent shall have received all of the following, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent:

 (a) Certain Documents. The Administrative Agent shall have received each of the following:

 (i) this Amendment, duly executed by the Borrowers, the Guarantors, the Administrative Agent and Banks
constituting the Requisite Banks; and 
 (ii) such additional documentation as the Administrative Agent or the
Requisite Banks may reasonably require. 
 (b) Payment of Fees, Costs and Expenses. The Administrative Agent shall
have received payment of all fees, including the Amendment Fee, costs and expenses of the Administrative Agent and Banks (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent)
in connection with this Amendment, or then due or overdue under the Credit Agreement and each other Credit Document. 
 (c)
Representations and Warranties. Each of the representations and warranties contained in Section 5 below shall be true and correct on the date hereof and on and as of the Amendment Effective Date as if made on such
date. 
 (d) No Default or Event of Default. No Default or Event of Default shall have occurred and be
continuing. 

  
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 Section 5. Representations and Warranties. On and as of the date hereof
and as of the Amendment Effective Date, each Credit Party hereby represents and warrants to the Banks as follows: 
 (a) Each of
the representations and warranties contained in Section 4 of the Credit Agreement, the other Credit Documents or in any certificate, document or financial or other statement furnished at any time under or in connection therewith are true and
correct in all material respects on and as of the date hereof and as of the Amendment Effective Date as if made on and as of such date, except to the extent that such representations and warranties specifically relate to a specific date, in which
case such representations and warranties shall be true and correct in all material respects as of such specific date (except that, in each case, any representation and warranty that is qualified as to “materiality”, “material adverse
change” or “Material Adverse Effect” shall be true and correct in all respects); 
 (b) The execution, delivery
and performance by such Credit Party of this Amendment and all other agreements and documents to which such Credit Party is a party in connection herewith have been duly authorized by all requisite action on the part of such Credit Party and will
not violate any of the provisions of the Organizational Documents of such Credit Party. 
 (c) This Amendment and all other
agreements and documents executed and delivered by such Credit Party in connection herewith have been duly executed and delivered by such Credit Party, and each of this Amendment, the Credit Agreement or any other Credit Document to which such
Credit Party is a party, in each case, as amended hereby or pursuant to the specific amendment with respect thereto, constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with
its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity. 

(d) No Default or Event of Default has occurred and is continuing. 

Section 6. Reaffirmation. The Credit Parties signatory hereto hereby reaffirm their guaranties of the
Obligations and reaffirm that the Obligations are and continue to be secured by the security interest granted by the Credit Parties in favor of the Administrative Agent, on behalf of itself and the Banks, under the Pledge and Security Agreements and
the other Collateral Documents and all of the terms, conditions, provisions, agreements, requirements, promises, obligations, duties, covenants and representations of the Credit Parties under such documents and agreements entered into with respect
to the Obligations under the Credit Agreement are incorporated herein by reference and are hereby ratified and affirmed in all respects by the Credit Parties. Each Credit Party acknowledges that from and after the Amendment Effective Date all
references to “Credit Agreement” and “Obligations” in the Credit Documents shall take into account the provisions of this Amendment and be a reference to the “Credit Agreement” and the “Obligations” as amended
hereby. 
 Section 7. Continuing Effect; No Other Amendments. Except as expressly set forth in this
Amendment, all of the terms and provisions of the Credit Agreement and the other Credit Documents are and shall remain in full force and effect and the Borrowers and the other Credit Parties shall continue to be bound by all of such terms and
provisions. The amendment provided for herein is limited to the specific subsections of the Credit Agreement specified herein and shall not constitute an amendment of, or an indication of the Administrative Agent’s or the Banks’
willingness to amend or waive, any other provisions of the Credit Agreement or the same subsections for any other date or purpose. The Amendment shall constitute a Credit Document. 

  
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 Section 8. Costs and Expenses. The Borrowers agree to pay and reimburse
the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution and delivery of this Amendment, and other documents prepared in connection herewith, and the
transactions contemplated hereby, including, without limitation, reasonable fees and disbursements and other charges of outside counsel to the Administrative Agent and the charges of IntraLinks. 

Section 9. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number
of separate counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or email, or by posting on a Platform
shall be as effective as delivery of a manually executed counterpart hereof. 
 Section 10. Integration. This
Amendment and the other Credit Documents incorporate all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

 Section 11. Severability. In case any provision in this Amendment shall be invalid, illegal or
unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 12. Effect of Amendment. On the Amendment Effective Date, the Credit Agreement shall be amended as provided
herein. The parties hereto acknowledge and agree that (a) this Amendment and the other Credit Documents executed and delivered in connection herewith do not constitute a novation, or termination of the “Obligations” under the Credit
Agreement as in effect prior to the Amendment Effective Date; (b) such “Obligations” are in all respects continuing (as amended hereby) with only the terms thereof being modified to the extent provided in this Amendment; and
(c) the Liens and security interests as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the “Obligations”.

 Section 13. GOVERNING LAW. THIS AMENDMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT
OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY TO THIS AMENDMENT, THE EXECUTION OR PERFORMANCE OF THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 

Section 14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WITH RESPECT TO THIS AMENDMENT AND ANY OTHER CREDIT DOCUMENT. 
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FOLLOWS] 

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

			
	XERIUM TECHNOLOGIES, INC.
		
	By:	 	 /s/ Stephen R. Light

	Name:	 	Stephen R. Light
	Title:	 	President and Chief Executive Officer



  
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	XERIUM TECHNOLOGIES LIMITED
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Director



  
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	HUYCK LICENSCO INC.
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary and Treasurer



  
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	ROBEC BRAZIL LLC
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary



  
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	STOWE WOODWARD LLC
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary and Treasurer



  
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	STOWE WOODWARD LICENSCO LLC
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary and Treasurer



  
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	WANGNER ITELPA I LLC
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary



  
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	WANGNER ITELPA II LLC
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary



  
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	WEAVEXX, LLC
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary and Treasurer



  
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	XERIUM III (US) LIMITED
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary and Treasurer



  
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	XERIUM IV (US) LIMITED
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary and Treasurer



  
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	XERIUM V (US) LIMITED
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary and Treasurer



  
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	XERIUM ASIA, LLC
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary and Treasurer



  
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	XTI LLC
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary



  
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	XERIUM ITALIA S.P.A.
		
	By:	 	 /s/ Stephen R. Light

	Name:	 	Stephen R. Light
	Title:	 	Managing Director



  
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	XERIUM CANADA INC.
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Secretary and Treasurer



  
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	HUYCK.WANGNER AUSTRIA GMBH
		
	By:	 	 /s/ David Pretty

	Name:	 	David Pretty
	Title:	 	Managing Director



  
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	XERIUM GERMANY HOLDING GMBH
		
	By:	 	 /s/ Donna Meserve

	Name:	 	Donna Meserve
	Title:	 	Managing Director



  
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	HUYCK.WANGNER GERMANY GMBH
		
	By:	 	 /s/ Donna Meserve

	Name:	 	Donna Meserve
	Title:	 	Managing Director



  
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	ROBEC WALZEN GMBH
		
	By:	 	 /s/ Donna Meserve

	Name:	 	Donna Meserve
	Title:	 	Managing Director



  
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	STOWE WOODWARD AKTIENGESELLSCHAFT
		
	By:	 	 /s/ John Badrinas Ardevol

	Name:	 	John Badrinas Ardevol
	Title:	 	Managing Director



  
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	WANGNER ITELPA PARTICIPAÇÕES LTDA.
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Attorney-in-fact



  
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	XERIUM TECHNOLOGIES BRASIL INDÚSTRIA E COMÉRCIO S.A.
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Attorney-in-fact



  
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	XERIUM DO BRASIL LTDA.
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Attorney-in-fact



  
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	XERIUM (FRANCE) SAS
		
	By:	 	 /s/ John Badrinas Ardevol

	Name:	 	John Badrinas Ardevol
	Title:	 	President



  
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	STOWE WOODWARD FRANCE SAS
		
	By:	 	 /s/ John Badrinas Ardevol

	Name:	 	John Badrinas Ardevol
	Title:	 	President



  
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	HUYCK.WANGNER JAPAN LIMITED
		
	By:	 	 /s/ Stephen R. Light

	Name:	 	Stephen R. Light
	Title:	 	Director



  
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	HUYCK.WANGNER UK LIMITED
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Director



  
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	STOWE-WOODWARD (UK) LIMITED
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Director



  
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	Signed by
	HUYCK.WANGNER AUSTRALIA PTY LIMITED (ACN 004 624 015)
	 in accordance with section 127 of the
 Corporations Act 2001 (Cth) by
 two directors:

		
	By:	 	 /s/ Thomas C. Johnson

	Name:	 	Thomas C. Johnson
	Title:	 	Director
		
		 	Signature of director
		
	By:	 	 /s/ Theodore D. Orban

	Name:	 	Theodore D. Orban
	Title:	 	Director
		
		 	Name of Director (please print)



  
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	CITIBANK, N.A.,
	as Administrative Agent, Issuing Bank, Swing Loan Lender and as a Bank
		
	By:	 	  

		 	Name:
		 	Title:



  
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	CITIGROUP NORTH AMERICA, INC.,
	as Collateral Agent
		
	By:	 	 /s/ Paul L. Burroughs, Jr.

		 	Name:	 	Paul L. Burroughs, Jr.
		 	Title:	 	Vice President



  
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	[CONSENTING BANK], as Lender
		
	By:	 	  

		 	Name:
		 	Title:



  
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