Amendment No. 2 to the Credit Agreement



 EXHIBIT 10.1 
 AMENDMENT NO. 2, dated as of December 22, 2006 (this “Amendment”) to the Credit and Guaranty Agreement, dated as of May 18, 2005 (the “Credit Agreement”) as
modified by Amendment No. 1 on February 8, 2006, by and among Xerium Technologies, Inc. (“Xerium”), a Delaware corporation, XTI LLC (“XTI”), a Delaware limited liability company, Xerium
Italia S.p.A. (“Italia SpA”), an Italian società per azioni, Stowe-Woodward/Mount Hope Inc. (“Stowe-Woodward”), a New Brunswick (Canada) corporation, Weavexx Corporation
(“Weavexx”), a New Brunswick (Canada) corporation, Huyck Austria GmbH (“Huyck Austria”), an Austrian limited liability company, and Xerium Germany Holding GmbH (“Germany
Holdings”), a German limited liability company (each of Xerium, XTI, Italia SpA, Stowe-Woodward, Weavexx, Huyck Austria and Germany Holdings, individually, a “Borrower” and, collectively, the
“Borrowers”), certain Subsidiaries of the Borrowers, as Guarantors, the Banks party hereto from time to time, Citigroup Global Markets, Inc. and CIBC World Markets plc, as Joint Lead Arrangers and Lead Bookrunners, Citigroup
Global Markets, Inc. and CIBC World Markets plc, as Syndication Agents, Citicorp North America, Inc., as Administrative Agent (together with its permitted successors, in such capacity, “Administrative Agent”) and Citicorp
North America, Inc., as Collateral Agent. 
 W I T N E S S E T H :

 WHEREAS, Xerium has requested certain amendments to the Credit Agreement and the Banks and the Administrative Agent are willing, on the
terms and subject to the conditions set forth below, to amend certain provisions of the Credit Agreement. 
 NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the agreements herein, the parties hereto agree as follows: 
 ARTICLE I 
 AMENDMENTS 
 SECTION 1.1. Definitions; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement. 
 SECTION 1.2. Effectiveness. The Credit Parties, the Banks and
the Administrative Agent agree that the following amendments to the Credit Agreement in this Article I shall become effective, unless otherwise provided, on the Second Amendment Effective Date (as defined below). 
 SECTION 1.3. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by: 
 (a) inserting the following definitions in appropriate alphabetical order in Section 1.1: 







 “Amendment No. 2” means Amendment No. 2, dated as of
December 22, 2006 to the Agreement. 
 “Brazil Expansion Capex” is defined in Section 6.8(d)
of the Agreement. 
 (b) Deleting the definition of “Applicable Margin” in its entirety and replacing it with the
following: 
 “Applicable Margin” means (a) with respect to Xerium B Term Loans, 2.50% and
(b) with respect to the other B Term Loans and Revolving Loans, 2.50%: provided, further, that on any date on or after the one year anniversary of the Closing Date, with respect to any Revolving Loans, the Applicable Margin shall
be determined by reference to the Leverage Ratio set forth in the grid below as of the end of the most recently ended Fiscal Quarter for which the financial statements required by Section 5.1(b) (or Section 5.1(c), if such Fiscal Quarter
is the last Fiscal Quarter of a Fiscal Year) have been delivered in accordance therewith and such change in the Applicable Margin shall take effect on the first day immediately following the delivery of the aforementioned financial statements;
provided, further, that no change in the Applicable Margin shall be effective until after the Administrative Agent receives such financial statements and a certificate of an Authorized Officer calculating such Leverage Ratio in
reasonable detail and no Default or Event of Default has occurred and is continuing (except that the Applicable Margin for all outstanding Loans shall be 2.50% during the continuation of a Default or Event of Default); provided,
further, that if the Indebtedness incurred under this Agreement is rated lower than B1 by Moody’s or lower than B+ by S&P, then the Applicable Margin with respect to all B Term Loans shall be increased by 0.25% and the Applicable
Margin with respect to Revolving Loans set forth in the grid below shall be increased in each case by 0.25% , and provided, further, that if the Indebtedness incurred under this Agreement is later rated B1 or higher by Moody’s and
B+ or higher by S&P, then the Applicable Margin with respect to all B Term Loans shall be decreased by 0.25% and the Applicable Margin with respect to Revolving Loans shall be decreased in each case by 0.25%. 
  

				
	 Leverage Ratio level
	  	Applicable Margin	 
	 Leverage Ratio greater than or equal to 3.00:1.00
	  	2.50	%
	 Leverage Ratio less than 3.00:1.00 but greater than or equal to 2.25:1.00
	  	2.25	%
	 Leverage Ratio less than 2.25:1.00
	  	2.00	%

 (c) deleting in its entirety the definition of “Press Felt Expansion
Capex.” 
 (d) inserting the following at the end of the definition of “Excess Cash”:

 “ excluding the amount of dividends applied to newly-issued or treasury shares of Common Stock pursuant to a dividend
reinvestment plan” 
  







 (e) deleting the phrase “Press Felt Expansion Capex” in clause (iii) from the definition
of “Pre-Dividend Free Cash Flow” and inserting in its place the phrase “Brazil Expansion Capex.” 
 SECTION
1.4. Amendment to Section 2.2(a)(i). Section 2.2(a)(i) is hereby amended by deleting the proviso therein in its entirety and inserting in its place the following: 
 “and provided, further, that for a period of at least 30 consecutive days during each Fiscal Year, commencing with the
Fiscal Year ended December 31, 2005, the outstanding principal amount of Tranche 1 Revolving Loans (other than the aggregate amount available for drawing under all Letters of Credit then outstanding) shall be no more than $20,000,000.

 SECTION 1.5. Amendment to Section 2.14(e). Section 2.14(e) is hereby amended by deleting the proviso therein in its
entirety and inserting in its place the following: 
 “provided, that with respect to payments made in Fiscal Year
2007 and after, in the event that Xerium makes dividend payments (excluding the amount of dividends applied to newly-issued or treasury shares of Common Stock pursuant to a dividend reinvestment plan) in excess of 65% of its Pre-Dividend Free Cash
Flow each Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to 75% of such
Excess Cash.” 
 SECTION 1.6. Amendment to Section 6.5(b). Section 6.5(b) is hereby amended by deleting it in its
entirety and inserting in its place the following: 
 “(b) so long as no Default or Event of Default has occurred and is
continuing, (i) during the period commencing on the Closing Date through but not including December 31, 2006, Xerium may declare and pay dividends to the holders of Common Stock quarterly on each Dividend Payment Date (commencing as of the
Dividend Payment Date which occurs in the first full Fiscal Quarter after the Closing Date) in an aggregate amount not to exceed $10 million per Fiscal Quarter, (ii) for the Dividend Payment Dates that fall on March 15,
2007, June 15, 2007, September 15, 2007 and December 15, 2007 (collectively, the “2007 Dividend Payment Dates”), Xerium may declare and pay dividends to the holders of Common Stock quarterly on each
2007 Dividend Payment Date in an amount not to exceed 11.25% of Xerium’s Pre-Dividend Free Cash Flow for the four Fiscal Quarters ended immediately prior to the payment of such dividends and for which a Compliance Certificate has been delivered
and (iii) during the period commencing on December 31, 2007 and thereafter, Xerium may declare and pay dividends to the holders of Common Stock quarterly on each Dividend Payment Date (commencing as of the Dividend Payment Date which
occurs in the first full Fiscal Quarter after December 31, 2007) in an amount not to exceed one quarter of 








 
75% of Xerium's Pre-Dividend Free Cash Flow for the four Fiscal Quarters ended immediately prior to the payment of such dividends and for which a Compliance
Certificate has been delivered; provided that any amount of dividends applied to newly-issued or treasury shares of Common Stock of Xerium pursuant to a dividend reinvestment plan shall not be treated as dividends paid and declared for the
purposes of clauses (ii) and (iii) of this Section 6.5(b); and” 
 SECTION 1.7. Amendment to Section 6.8(a).
Section 6.8 of the Credit Agreement is hereby amended by deleting clause (a) in its entirety and inserting in its place the following: 
 “(a) Interest Coverage Ratio. Xerium shall not permit the Interest Coverage Ratio for any period of four consecutive Fiscal Quarters ending with any Fiscal Quarter set forth below to be less than the ratio
set forth below opposite such Fiscal Quarter: 
  








			
	 Fiscal Quarter
	  	 Interest
 Coverage Ratio

	 September 30, 2005
	  	3.50:1.00
	 December 31, 2005
	  	3.50:1.00
	 March 31, 2006
	  	3.50:1.00
	 June 30, 2006
	  	3.50:1.00
	 September 30, 2006
	  	3.50:1.00
	 December 31, 2006
	  	3.50:1.00
	 March 31, 2007
	  	3.50:1.00
	 June 30, 2007
	  	3.50:1.00
	 September 30, 2007
	  	3.50:1.00
	 December 31, 2007
	  	3.75:1.00
	 March 31, 2008
	  	3.75:1.00
	 June 30, 2008
	  	3.75:1.00
	 September 30, 2008
	  	3.75:1.00
	 December 31, 2008
	  	3.75:1.00
	 March 31, 2009
	  	3.75:1.00
	 June 30, 2009
	  	3.75:1.00
	 September 30, 2009
	  	4.00:1.00
	 December 31, 2009
	  	4.00:1.00
	 March 31, 2010
	  	4.00:1.00
	 June 30, 2010
	  	4.25:1.00
	 September 30, 2010
	  	4.25:1.00
	 December 31, 2010
	  	4.25:1.00
	 March 31, 2011
	  	4.50:1.00
	 June 30, 2011
	  	4.50:1.00
	 September 30, 2011
	  	4.75:1.00
	 December 31, 2011
	  	4.75:1.00
	 March 31, 2012
	  	4.75:1.00

 SECTION 1.8. Amendment to Section 6.8(b). Section 6.8 of the Credit Agreement is
hereby amended by deleting clause (b) in its entirety and inserting in its place the following: 
  







 “(b) Leverage Ratio. Xerium shall not permit the Leverage Ratio for any
period of four consecutive Fiscal Quarters ending with any Fiscal Quarter set forth below to be greater than the ratio set forth below opposite such Fiscal Quarter: 
  

			
	 Fiscal Quarter
	  	 Leverage
 Ratio

	 September 30, 2005
	  	4.50:1.00
	 December 31, 2005
	  	4.50:1.00
	 March 31, 2006
	  	4.75:1.00
	 June 30, 2006
	  	4.75:1.00
	 September 30, 2006
	  	4.75:1.00
	 December 31, 2006
	  	4.75:1.00
	 March 31, 2007
	  	4.75:1.00
	 June 30, 2007
	  	4.75:1.00
	 September 30, 2007
	  	4.50:1.00
	 December 31, 2007
	  	4.50:1.00
	 March 31, 2008
	  	4.25:1.00
	 June 30, 2008
	  	4.25:1.00
	 September 30, 2008
	  	4.25:1.00
	 December 31, 2008
	  	4.00:1.00
	 March 31, 2009
	  	4.00:1.00
	 June 30, 2009
	  	3.75:1.00
	 September 30, 2009
	  	3.75:1.00
	 December 31, 2009
	  	3.75:1.00
	 March 31, 2010
	  	3.50:1.00
	 June 30, 2010
	  	3.50:1.00
	 September 30, 2010
	  	3.50:1.00
	 December 31, 2010
	  	3.50:1.00
	 March 31, 2011
	  	3.25:1.00
	 June 30, 2011
	  	3.25:1.00
	 September 30, 2011
	  	3.25:1.00
	 December 31, 2011
	  	3.25:1.00
	 March 31, 2012
	  	3.25:1.00

  







 SECTION 1.9. Amendment to Section 6.8(d). Section 6.8(d) of the Credit Agreement is
hereby amended by deleting the proviso therein in its entirety and inserting in its place the following: 
 “provided, however, notwithstanding this Section 6.8(d), Xerium and its Subsidiaries shall be permitted to make or incur Consolidated Capital Expenditures (such capital expenditures permitted by this proviso, being
referred to herein as “Brazil Expansion Capex”), (1) in Fiscal Year 2006 in an aggregate amount for Xerium and its Subsidiaries of $4,600,000 in excess of the corresponding amount set forth above opposite such Fiscal
Year, and (2) in Fiscal Year 2007 in an aggregate amount for Xerium and its Subsidiaries of $8,200,000 in excess of the corresponding amount set forth above opposite such Fiscal Year, and (3) in Fiscal Year 2008 in an aggregate amount for
Xerium and its Subsidiaries of $3,800,000 in excess of the corresponding amount set forth above opposite such Fiscal Year, in each case solely to expand production capacity in Brazil.” 
 ARTICLE II 
 FEES 
 SECTION 2.1. Fees. Xerium agrees to pay to each Bank executing and delivering (by telecopy or otherwise) this Amendment, on or before 5:00 P.M.,
New York time, December 22, 2006 an amendment fee equal to 0.25% (the “Amendment Fee”) of the outstanding principal amount of all Loans and Commitments of such Bank. Such fee shall be fully earned and nonrefundable on
the Second Amendment Effective Date. Xerium shall pay the Amendment Fee to the Administrative Agent on the Second Amendment Effective Date for the benefit of such consenting Banks. 
 ARTICLE III 
 CONSENT AND REAFFIRMATION 
 SECTION 3.1. Consent and Agreement. Each Credit Party hereby expressly (i) acknowledges receipt of a copy of this Amendment,
(ii) ratifies and affirms its obligations under the Credit Documents (including guarantees, security agreements and pledge agreements) executed and delivered by such Credit Party, and (iii) acknowledges, renews and extends its continued
liability under all such Credit Documents and agrees such Credit Documents remain in full force and effect, including with respect to the obligations of the Borrowers as modified by this Amendment. 
 ARTICLE IV 
 CONDITIONS PRECEDENT

 SECTION 4.1. Conditions Precedent to Second Amendment Effective Date. This Amendment and the amendments contained herein shall be
and become effective as of December 22, 2006 (the “Second Amendment Effective Date”) when the following conditions shall be satisfied, or waived in accordance with Section 10.6 of the Credit Agreement: 

 







 (a) Counterparts of this Amendment. The Administrative Agent shall have received counterparts of
this Amendment, duly executed by and delivered on behalf of the Credit Parties and the Requisite Banks. 
 (b) No Default; Representations
and Warranties, etc. The Credit Parties hereby represent, warrant and confirm that: (a) the representations and warranties of the Credit Parties contained in Section 4 of the Credit Agreement are true and correct in all material
respects on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date (which shall be true and correct as of such date)); (b) after giving effect to this
Amendment, the Credit Parties are in compliance with all of the terms and provisions set forth in the Credit Agreement on their part to be observed or performed thereunder; (c) after giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing; (d) the execution, delivery and performance by the Credit Parties of this Amendment (i) have been duly authorized by all necessary action on the part of the Credit Parties, (ii) have not
and will not violate any applicable law or regulation or the Organizational Documents of any Credit Party, (iii) have not and will not conflict with, result in a breach of or constitute a default under any Contractual Obligation of any Credit
Party except to the extent such conflict, breach or default could not reasonably be expected to have an R&W Material Adverse Effect and (iv) do not require any consent, waiver or approval of or by any Person (other than the Administrative
Agent and the Banks) which has not been obtained. 
 (c) Officer Certificate. The Administrative Agent shall have received a
certificate, dated the date hereof and signed by an Authorized Officer of Xerium, confirming that all conditions precedent to the effectiveness of this Amendment have been met, that all representations and warranties set forth herein are true,
accurate and correct and as to the absence of any Defaults or Events of Default. 
 (d) Binding Agreements. This Amendment and the
Credit Agreement and each other Credit Document, including without limitation, the Collateral Documents, constitute the valid and legally binding obligations of each Credit Party party thereto enforceable in accordance with their terms subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles. 
 (e) Fees. The Administrative Agent shall have received the Amendment Fee pursuant to Section 2.1 and any other fees or expenses required to
be paid in connection herewith, including, without limitation, the fees and expenses of the Administrative Agent’s counsel, McGuireWoods LLP, in each case through and including the Second Amendment Effective Date. 
 (f) Additional Information. The Administrative Agent shall have received such other information and documents as may reasonably be required by the
Administrative Agent and its counsel. 
  







 ARTICLE V 
 MISCELLANEOUS 
 SECTION 5.1. Full Force and Effect; Limited Amendment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Credit Agreement, the Notes and each other Credit Document shall remain unamended and shall continue to be, and shall remain, in full
force and effect in accordance with their respective terms. Upon the effectiveness of this Amendment, all references in the Credit Agreement to the Credit Agreement or “hereof,” “herein,” “hereto” or words of similar
import shall mean the Credit Agreement as amended by this Amendment, and all references in the other Credit Documents to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment. The amendments and waivers set forth herein
shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be a waiver of, consent to or modification of any other term or provision of the Credit Agreement or any other Credit Document or
of any transaction or further or future action which would require the consent of the Banks under the Credit Agreement. 
 SECTION 5.2.
Credit Document Pursuant to Credit Agreement; Confidentiality. This Amendment is executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit
Agreement (and, following the Second Amendment Effective Date, the Credit Agreement as amended by this Amendment). The provisions of Section 10.18 of the Credit Agreement apply to this Amendment. 
 SECTION 5.3. Fees and Expenses. The Borrowers shall pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection
with the preparation, negotiation, execution and delivery of this Amendment and the documents and transactions contemplated hereby. 
 SECTION 5.4. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
 SECTION 5.5. Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or by “.PDF” shall be equally effective as delivery of an original
executed counterpart of this Amendment. 
 SECTION 5.6. Cross-References. References in this Amendment to any Article or Section are,
unless otherwise specified or otherwise required by the context, to such Article or Section of this Amendment. 
 SECTION 5.7. Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 SECTION 5.8. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 [Signature Pages Follow] 
  







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	XERIUM TECHNOLOGIES, INC.
		
	By:	 	 /s/ Michael P O’Donnell

	Name:	 	Michael P O’Donnell
	Title:	 	VP & Chief Financial Officer
	
	XTI LLC
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	XERIUM ITALIA S.P.A.
		
	By:	 	 /s/ Michael P O’Donnell

	Name:	 	Michael P O’Donnell
	Title:	 	Director
	
	STOWE-WOODWARD/MOUNT HOPE INC.
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director










			
	WEAVEXX CORPORATION,
	a New Brunswick corporation
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	HUYCK AUSTRIA GMBH
	Signed by John Badrinas as managing director for Huyck Austria GmbH
		
	By:	 	 /s/ J Badrinas











			
	HUYCK AUSTRALIA PTY. LIMITED
		
	By:	 	 /s/ Michael P O’Donnell

	Name:	 	Michael P O’Donnell
	Title:	 	Director
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	WANGNER ITELPA PARTICIPAÇÕES LTDA.
		
	By:	 	 /s/ M Godoi

	Name:	 	Marcel de Bartolo Godoi
	Title:	 	Director
	
	XERIUM TECHNOLOGIES BRASIL
	INDÚSTRIA E COMÉRCIO S.A.
		
	By:	 	 /s/ M Godoi

	Name:	 	Marcel de Bartolo Godoi
	Title:	 	Director










			
	XERIUM DO BRASIL LTDA.
		
	By:	 	 /s/ M Godoi

	Name:	 	Marcel de Bartolo Godoi
	Title:	 	Director
	
	XERIUM (FRANCE) SAS
		
	By:	 	 /s/ P Williamson

	Name:	 	Peter Williamson
	Title:	 	President
	
	STOWE WOODWARD FRANCE SAS
		
	By:	 	 /s/ P Williamson

	Name:	 	Peter Williamson
	Title:	 	President
	
	ROBEC WALZEN GMBH
	Signed by Michael P O’Donnell as director of Robec Walzen GmbH
		
	By:	 	 /s/ Michael P O’Donnell

	
	STOWE WOODWARD AG
	Signed by Peter Williamson as managing director of Stowe Woodward AG
		
	By:	 	 /s/ P Williamson

	
	XERIUM GERMANY HOLDING GMBH
	Signed by John Badrinas as managing director of Xerium Germany Holding GmbH
		
	By:	 	 /s/ J Badrinas











			
	WANGNER GMBH
	
	Signed by John Badrinas as managing director of Wangner GmbH
		
	By:	 	 /s/ J Badrinas











			
	HUYCK JAPAN LIMITED
		
	By:	 	 /s/ Michael P O’Donnell

		 	duly authorized for purposes of this agreement
	Name:	 	Michael P O’Donnell
	Title:	 	Director
	
	STOWE WOODWARD MÉXICO, S.A. DE C.V.
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	TIAG TRANSWORLD INTERWEAVING GMBH
		
	By:	 	 /s/ Michael P O’Donnell

	Name:	 	Michael P O’Donnell
	Title:	 	Prokurist
	
	HUYCK (UK) LIMITED
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	STOWE-WOODWARD (UK) LIMITED
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director










			
	XERIUM TECHNOLOGIES LIMITED
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	STOWE-WOODWARD LIMITED
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	HUYCK LICENSCO INC.
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director










			
	STOWE WOODWARD LLC
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	STOWE WOODWARD LICENSCO LLC
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	 WEAVEXX CORPORATION,
 a Delaware
corporation

		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	XERIUM III (US) LIMITED
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director










			
	XERIUM IV (US) LIMITED
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	XERIUM V (US) LIMITED
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	WANGNER ITELPA I LLC
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director
	
	WANGNER ITELPA II LLC
		
	By:	 	 /s/ M H Woodworth

	Name:	 	Marshall Woodworth
	Title:	 	Director










			
	CITICORP NORTH AMERICA, INC.
	as Administrative Agent, Issuing Bank, Collateral Agent and a Bank
		
	By:	 	 /s/ Hector Guenther

	Name:	 	Hector Guenther
	Title:	 	Vice President










			
	[REQUISITE BANKS]1
		
	 By:
	 	  

	Name:	 	
	Title:	 	


 1. A list of applicable signing banks is attached hereto. 
  







 Xerium Technologies, Inc. Amendment No. 2 – Requisite Banks 
  

	1.	ACA CLO 2005-1, LIMITED 

  

	2.	ACCESS INSTITUTIONAL LOAN FUND 

  

	3.	ACM INCOME FUND 

  

	4.	ADDISON CDO, LIMITED 

  

	5.	AIM FLOATING RATE FUND 

  

	6.	ALLIED IRISH BANK PLC 

  

	7.	AMERIPRISE CERTIFICATE COMPANY 

  

	8.	APIDOS CDO I 

  

	9.	APIDOS CDO II 

  

	10.	ATLAS LOAN FUNDING (NAVIGATOR) LLC 

  

	11.	ATLAS LOAN FUNDING 1, LLC 

  

	12.	ATRIUM IV 

  

	13.	AVALON CAPITAL LTD. 3 

  

	14.	AVENUE CLO II, LTD 

  

	15.	AVOCA CLO I B.V. 

  

	16.	AVOCA CLO V PLC. 

  

	17.	BABSON CLO LTD 2003-I 

  

	18.	BABSON CLO LTD 2005-I 

  

	19.	BABSON CLO LTD 2005-II 

  

	20.	BABSON CLO LTD 2006-II 

  

	21.	BABSON CLO LTD 2007-I 

  

	22.	BALLYROCK CLO II LIMITED 

  

	23.	BALLYROCK CLO III LTD 

  

	24.	BANCO ESPIRITO SANTO 

  

	25.	BANK OF AMERICA N.A. 

  

	26.	BIG SKY III SENIOR LOAN TRUST 

  

	27.	BILL & MELINDA GATES FOUNDATION 

  

	28.	BLACK DIAMOND CLO 2005-2 LTD FKA 

  

	29.	BRIDGEPORT CLO II LTD 

  

	30.	BRIDGEPORT CLO LTD 

  

	31.	BRYN MAWR CLO, LTD 

  

	32.	BURR RIDGE CLO PLUS LTD. 

  

	33.	CANYON CAPITAL CLO 2006-1 LTD. 

  

	34.	CENT CDO XI LIMITED 

  

	35.	CENTURION CDO 10 LIMITED 

  

	36.	CENTURION CDO 8, LIMITED 

  








	37.	CENTURION CDO 9 LIMITED 

  

	38.	CENTURION CDO II, LTD. 

  

	39.	CENTURION CDO VI, LTD 

  

	40.	CENTURION CDO VII, LTD 

  

	41.	CENTURION CDO XI LIMITED 

  

	42.	CHAMPLAIN CLO, LTD 

  

	43.	CHARTER VIEW PORTFOLIO 

  

	44.	CITIBANK CANADA 

  

	45.	CITIBANK, (ORIGINATION) 

  

	46.	CLARENVILLE CDO, SA 

  

	47.	COMMERZBANK AG 

  

	48.	CONFLUENT 3 LIMITED 

  

	49.	CSAM FUNDING IV 

  

	50.	CUMBERLAND II CLO LTD 

  

	51.	DIVERSIFIED CREDIT PORTFOLIO LTD. 

  

	52.	EATON VANCE CDO VI, LTD 

  

	53.	EATON VANCE CDO VIII, LTD 

  

	54.	EATON VANCE INSTITUTIONAL SENIOR LOAN 

  

	55.	EATON VANCE LIMITED DURATION INCOME 

  

	56.	EATON VANCE SENIOR FLOATING-RATE TRUST 

  

	57.	EATON VANCE SENIOR INCOME TRUST 

  

	58.	EATON VANCE SHORT DURATION DIV INC FUND 

  

	59.	EATON VANCE VARIABLE LEVERAGE FUND LTD 

  

	60.	EATON VANCE VT FLOATING-RATE 

  

	61.	EATON VANCE-FLOATING RATE INCOME TRUST 

  

	62.	ESSEX PARK CDO LTD FKA 

  

	63.	EUROCREDIT CDO I B.V. 

  

	64.	EUROCREDIT CDO II B.V. 

  

	65.	EUROPEAN CREDIT(LUXEMBOURG) S.A. 

  

	66.	FAIRWAY LOAN FUNDING COMPANY 

  

	67.	FALL CREEK CLO LTD 

  

	68.	FIDELITY ADVISOR SERIES II: FIDELITY 

  

	69.	FIDELITY FLOATING RATE CENTRAL 

  

	70.	FIDELITY PURITAN TRUST:FIDELITY PURTIAN 

  

	71.	FOREST CREEK CLO, LTD. 

  

	72.	GE CORPORATE BANKING SAS FKA 

  

	73.	GLOBAL ENHANCED LOAN FUND S.A. 

  

	74.	GRAYSON & CO 









	75.	GULF STREAM - SEXTANT CLO 2006-I LTD 

  

	76.	GULF STREAM COMPASS CLO 2005-II, LTD 

  

	77.	GULF STREAM COMPASS CLO-2005-I, LTC 

  

	78.	HAMILTON FLOATING RATE FUND, LLC 

  

	79.	HANOVER SQUARE CLO LTD 

  

	80.	HARBOURMASTER CLO 4 BV 

  

	81.	HARBOURMASTER CLO 5 B.V. 

  

	82.	HARBOURMASTER CLO 6 BV 

  

	83.	HARBOURMASTER LOAN CORPORATION 

  

	84.	HARCH CLO II LIMITED 

  

	85.	IDS LIFE INSURANCE COMPANY 

  

	86.	ING INTERNATIONAL(II)-SENIOR BANK LOANS 

  

	87.	ING INVESTMENT MANAGEMENT CLO I, LTD 

  

	88.	ING INVESTMENT MANAGMENT CLO II 

  

	89.	ING INVESTMENT MANAGMENT CLO III 

  

	90.	ING PRIME RATE TRUST 

  

	91.	ING SENIOR INCOME FUND 

  

	92.	INTERCONTINENTAL CDO 

  

	93.	JUPITER LOAN FUNDING LLC 

  

	94.	KATONAH V, LTD 

  

	95.	KBC BANK N.V. 

  

	96.	KC CLO II PLC 

  

	97.	LAFAYETTE SQUARE CDO LTD 

  

	98.	LEVERAGED LOAN EUROPE PLC 

  

	99.	LIMEROCK CLO I 

  

	100.	LOAN FUNDING III LLC 

  

	101.	LOAN FUNDING IX LLC 

  

	102.	LOAN FUNDING VI LLC 

  

	103.	LONG GROVE CLO LIMITED 

  

	104.	LONGHORN CDO III, LTD. 

  

	105.	MADISON PARK FUNDING II, LTD 

  

	106.	MADISON PARK FUNDING III LTD 

  

	107.	MALIBU CBNA LOAN FUNDING LLC 


	108.	MARATHON CLO I LTD 

  

	109.	MARATHON CLO II LTD 

  

	110.	MARQUETTE PARK CLO LTD. 

  

	111.	MASSACHUSETTS MUTUAL LIFE INSURANCE CO. 

  

	112.	MAYPORT CLO LTD 

  








	113.	MELCHIOR CDO I S.A. 

  

	114.	MONUMENT PARK CDO LTD 

  

	115.	MORGAN STANLEY PRIME INCOME TRUST 

  

	116.	MOSELLE CLO S.A. 

  

	117.	MOUNTAIN CAPITAL CLO V LTD 

  

	118.	MUIRFIELD TRADING LLC 

  

	119.	NEW ALLIANCE GLOBAL CDO, LIMITED 

  

	120.	NUVEEN FLOATING RATE INCOME FUND 

  

	121.	OCTAGON INVESTMENT PARTNER X LTD 

  

	122.	OCTAGON INVESTMENT PARTNERS IX, LTD 

  

	123.	OCTAGON INVESTMENT PARTNERS V LTD 

  

	124.	OCTAGON INVESTMENT PARTNERS VI, LTD 

  

	125.	OCTAGON INVESTMENT PARTNERS VII 

  

	126.	OCTAGON INVESTMENT PARTNERS VIII, LTD. 

  

	127.	OREGON STATE TREASURY 

  

	128.	OWS II LTD 

  

	129.	PIMCO FLOATING INCOME FUND 

  

	130.	PIMCO FLOATING RATE STRATEGY FUND 

  

	131.	PINEHURST TRADING, INC. 

  

	132.	PPM GRAYHAWK CLO LTD 

  

	133.	PPM MONARCH BAY FUNDING LLC 

  

	134.	PPM SHADOW CREEK FUNDING LLC 

  

	135.	PROSPECT PARK CDO LTD 

  

	136.	QUALCOMM GLOBAL TRADING INC 

  

	137.	REGATTA FUNDING LTD 

  

	138.	RIVERSOURCE BOND SERIES INC. 

  

	139.	RMF EURO CDO III PUBLIC LTD. CO. 

  

	140.	ROCKALL CLO B.V. 

  

	141.	ROSEMONT CLO, LTD 

  

	142.	SAGAMORE CLO LTD. 

  

	143.	SAPPHIRE VALLEY CDO I, LTD. 

  

	144.	SARATOGA CLO I, LIMITED 

  

	145.	SCOTIABANK (IRELAND) LIMITED 

  

	146.	SENIOR DEBT PORTFOLIO 

  

	147.	SEQUILS-CENTURION V, LTD. 

  

	148.	SERVES 2006-1 LTD 

  

	149.	SOUTHPORT CLO LIMITED 

  

	150.	SOVEREIGN BANK 

  








	151.	SUFFIELD CLO, LIMITED 

  

	152.	SYMPHONY CLO I, LTD 

  

	153.	THE GOVERNOR AND COMPANY OF THE BANK 

  

	154.	THE NORINCHUKIN BANK 

  

	155.	TORAJI TRUST 

  

	156.	TRALEE CDO I LTD 

  

	157.	UBS AG 

  

	158.	UNION SQUARE CDO LTD. 

  

	159.	VAN KAMPEN SENIOR INCOME TRUST 

  

	160.	VAN KAMPEN SENIOR LOAN FUND 

  

	161.	VENTURE CDO 2002, LIMITED 

  

	162.	VENTURE II CDO 2002, LIMITED 

  

	163.	WASATCH CLO LTD(F/K/A SEQUILS-LIBERTY) 

  

	164.	WATERFRONT CLO 2007-1 

  

	165.	WATERVILLE FUNDING LLC 

  

	166.	WAVELAND-INGOTS, LTD 

  

	167.	WHITEHORSE II LTD 

  

	168.	WHITEHORSE IV LTD