Waiver and Amendment No. 4 to Credit Agreement



 Exhibit 10.1 
 WAIVER AND AMENDMENT NO. 4 
 WAIVER AND AMENDMENT NO. 4,
dated as of February 26, 2010 (this “Waiver”) 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, Xerium Canada Inc. (“Xerium Canada”), a New Brunswick (Canada) corporation resulting from the amalgamation of Stowe-Woodward/Mount Hope Inc. and Weavexx
Corporation, Huyck Wangner Austria GmbH (“Huyck Austria”), an Austrian limited liability company (formerly known as Huyck Austria GmbH), and Xerium Germany Holding GmbH (“Germany Holdings”), a German limited
liability company (each of Xerium, XTI, Italia SpA, Xerium Canada, Huyck Austria and Germany Holdings, individually, a “Borrower” and, collectively, the “Borrowers”), certain Subsidiaries (such capitalized terms and
all other capitalized terms used herein and not otherwise defined herein have the meanings provided for in the Credit Agreement (as defined below)) of the Borrowers as Guarantors, the Banks party hereto, 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, the Borrowers, certain
Subsidiaries of the Borrowers as Guarantors, the Banks, the Administrative Agent and Collateral Agent are parties to an Amended and Restated Credit and Guaranty Agreement dated as of May 30, 2008 (as amended, supplemented or otherwise modified
through the date hereof, the “Credit Agreement”); 
 WHEREAS, the Borrowers, certain Subsidiaries of the
Borrowers as Guarantors, certain of the Banks, the Administrative Agent and Collateral Agent are parties to a Waiver and Amendment No. 1 dated as of September 29, 2009 (the “September 2009 Waiver”), a Waiver and Amendment
No. 2 dated as of December 14, 2009 (the “December 2009 Waiver”), and a Waiver and Amendment No. 3 dated as of January 29, 2010 (the “January 2010 Waiver”, and together with the September 2009
Waiver and the December 2009 Waiver, the “Waivers”); 
 WHEREAS, the Banks have made Loans to the Borrowers
pursuant to the Credit Agreement; 
 WHEREAS, each Borrower and Guarantor expressly reaffirms all of the Credit Documents and
the indebtedness and other obligations thereunder, each Borrower and Guarantor agrees that nothing contained herein shall operate to release the Borrowers and the Guarantors or any other Person or Persons from their liability to keep and perform the
provisions, conditions, obligations and agreements contained in the Credit Documents, except as they may be herein waived, modified or amended and each Borrower and Guarantor hereby reaffirms that each provision, condition, obligation and agreement
in such documents shall continue in full force and effect, except as herein waived, modified or amended; 







 WHEREAS, the validity, priority and perfection of all mortgages, security interests and
other liens granted or created by the Collateral Documents are hereby acknowledged and confirmed by each Borrower and Guarantor, and each Borrower and Guarantor agrees that such documents shall continue to secure the Loans and the other Obligations
pursuant to the terms of the Collateral Documents, without any change, loss or impairment of the priority of such mortgages, security interests or other liens as a result of this Waiver; and 
 WHEREAS, each Borrower and Guarantor understands, acknowledges and agrees that a Default or Event of Default as set forth in Sections 1, 2
and 3 of this Waiver may have occurred but for the Waivers or may occur, which event would, if continuing, relieve each of the Banks from their respective obligations to extend credit under the Credit Agreement and which event would, if continuing,
permit the Requisite Banks to, among other things, cause the Administrative Agent to declare all Obligations to be immediately due and payable; 
 NOW, THEREFORE, in consideration of the mutual covenants made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Waiver
agree as follows: 
 Section 1. Financial Covenant Defaults Waiver Period. Pursuant to the terms of the
Waivers, the Banks party thereto agreed to temporarily waive the Default or Event of Default that may have occurred but for the Waivers under Section 8.1(c) of the Credit Agreement as a result of Xerium’s failure to comply with
Sections 6.8(a), 6.8(b) and 6.8(c) of the Credit Agreement with respect to the fiscal period ending September 30, 2009 (the “Q3 Financial Covenant Defaults”) and with respect to the fiscal period ending December 31,
2009 (the “Q4 Financial Covenant Defaults” and, together with the Q3 Financial Covenant Defaults, the “Financial Covenant Defaults”). Subject to the terms of this Waiver, the Banks party hereto agree to
(i) extend the temporary waiver with respect to the Q3 Financial Covenant Defaults and the Q4 Financial Covenant Defaults, in each case, for the period commencing on the date the conditions precedent contained in Section 5 of this
Waiver are satisfied (the “Effective Date”) through and until the earlier of (i) the occurrence of any Default or Event of Default under any Credit Document other than the Financial Covenant Defaults, the Hedging Obligations
Defaults (as defined below) and the Going Concern Qualification Default (as defined below), (ii) the occurrence of a Waiver Termination Event (as defined below) and (iii) 11:59 P.M., New York time, April 1, 2010 (such period the
“Waiver Period”). The term “Waiver Termination Event” means the failure by Xerium to perform or comply with any term or provision contained in this Waiver and such failure or non-performance shall not have been
remedied within five (5) Business Days after the earlier of (i) an officer of Xerium becoming aware of such failure or non-performance or (ii) receipt by Xerium of notice from the Administrative Agent or any Bank of such failure or
non-performance. It is understood and agreed that during the Waiver Period, no Financial Covenant Default will be deemed to have occurred and be continuing and after the expiration of the Waiver Period, the Administrative Agent and the Banks may
exercise the remedies set forth under the Credit Documents in respect of any Financial Covenant Default that is continuing. 
 [Signature Page to Waiver and Amendment No. 4 (Xerium)] 







 Section 2. Waiver of Default in Hedging Obligations Agreements. Pursuant
to the terms of the December 2009 Waiver and the January 2010 Waiver, the Banks party thereto agreed to temporarily waive a default by any of Xerium, XTI or Xerium Canada (together, the “Xerium Swap Counterparties”) in its
respective obligations under agreements creating Hedging Obligations (each, a “Swap Agreement”) that were in effect on the date thereof (the “Hedging Obligations Defaults”). Each Borrower and Guarantor acknowledges
that a Default or Event of Default may occur under Section 8.1(b) of the Credit Agreement as a result of the Hedging Obligations Defaults. Subject to the terms of this Waiver, the Banks party hereto agree to extend the temporary waiver with
respect to the Hedging Obligations Defaults, solely for the Waiver Period. It is understood and agreed that during the Waiver Period, no Hedging Obligations Default will be deemed to have occurred and be continuing and after the expiration of the
Waiver Period, the Administrative Agent and the Banks may exercise the remedies set forth under the Credit Documents in respect of any Hedging Obligations Default that is continuing. 
 Section 3. Waiver of Going Concern Qualification. Each Borrower and Guarantor acknowledges that the audit opinion
required to be delivered pursuant to Section 5.1(c) of the Credit Agreement with the audited consolidated financial statements of Xerium and its Subsidiaries as at December 31, 2009 may contain an “on going concern” qualification
(the “Going Concern Qualification Default”) and as a result a Default or Event of Default may occur under Section 8.1(e) of the Credit Agreement. Subject to the terms of this Waiver, the Banks party hereto agree to permanently
waive the requirement in Section 5.1(c) of the Credit Agreement with respect to the audited consolidated financial statements Xerium and its Subsidiaries as at December 31, 2009, insofar as such Section requires that the audited financial
statements for such Fiscal Year ended December 31, 2009 be accompanied by an audit opinion unqualified as to “going concern”. 
 Section 4. Certain Covenants and Agreements of the Borrowers. 
 (a) Xerium agrees to deliver to the Administrative Agent the schedules, reports, forecasts and statements required to be delivered pursuant to Section 2(a) of the September 2009 Waiver, all of which
shall be delivered on the dates required by Section 2(a) of the September 2009 Waiver. 
 (b)
Notwithstanding anything to the contrary in the Credit Agreement, as of the Effective Date, the principal balance of all Loans due and payable shall bear interest at a rate that is 1.00% per annum in excess of the non-default interest rate
otherwise payable under the Credit Agreement with respect to the applicable Loans. 
 (c) Notwithstanding
anything to the contrary in the Credit Agreement, as of the Effective Date and during the Waiver Period, in no event shall new Revolving Loans be available to the Borrowers and each Borrower acknowledges and agrees that no Bank shall be obligated to
make any Loans to any Borrower; provided that during the Waiver Period, the expiration date of Letters of Credit set forth on Schedule I to the September 2009 Waiver may be extended and Letters of Credit may be issued in each case in
accordance with Section 2(c) of the September 2009 Waiver. 
 [Signature Page to Waiver and Amendment No. 4 (Xerium)]








 (d) Each of the Xerium Swap Counterparties agree that it shall not enter
into any agreement with any Swap Counterparty that provides for the payment of any amounts, fees or expenses with respect to the Swap Agreements, other than (i) those amounts, fees and expenses agreed to in the Forbearance Agreement dated as of
December 31, 2009 by and among Deutsche Bank AG (“Deutsche Bank”), Xerium, XTI and Xerium Canada and Amendment No. 1 to Forbearance Agreement dated as of January 29, 2010 (together, the “DB Forbearance
Agreement”), (ii) those amounts, fees and expenses agreed to in the Forbearance Agreement dated as of January 4, 2010 by and among Merrill Lynch Capital Services, Inc. (“Merrill Lynch”), Xerium and XTI and
Amendment No. 1 to Forbearance Agreement dated as of January 29, 2010 (together, the “ML Forbearance Agreement”) and (iii) forbearance extension fees of up to 0.05% on the Termination Claim (as defined in the DB
Forbearance Agreement or ML Forbearance Agreement, as applicable) paid to Merrill Lynch and Deutsche Bank, as applicable, by the applicable Xerium Swap Counterparty and reasonable fees and expenses of counsel in connection with the forbearance
agreement extensions referred to in Section 5(e) of this Waiver. 
 Section 5. Conditions Precedent. The
Effective Date shall be that date when, to the satisfaction of the Administrative Agent, the following conditions shall been satisfied or waived: 
 (a) The Borrowers, the Guarantors and the Requisite Banks shall have executed this Waiver and the Administrative Agent shall have received executed counterparts hereto from the Borrowers, the Guarantors
and the Requisite Banks; and the Borrowers and the Guarantors shall have performed its obligations under all covenants and agreements required to have been performed as of the Effective Date; 
 (b) 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 Waiver have been met, that all representations and warranties set forth herein are true, accurate and correct in all material respects and as to the absence of any
Defaults or Events of Default (other than any Default or Event of Default waived by this Waiver or the Waivers), in each case as provided for herein; 
 (c) Xerium agrees to pay to each Bank executing and delivering (by telecopy or otherwise) this Waiver (such Banks, the “Consenting Banks”), on or before 5:00 P.M., New York time,
February 25, 2010, a fee equal to 0.05% (the “Consent Fee”) of the outstanding principal amount of all Loans (other than the Tranche 1 Revolving Loans) and the Tranche 1 Revolving Commitments of such Bank. The Consent Fee shall
be fully earned and nonrefundable on the Effective Date. Xerium shall pay the Consent Fee to the Administrative Agent (for the benefit of the Consenting Banks) on such date in the currency in which the applicable Loans and the Tranche 1 Revolving
Commitments are denominated; 
 (d) The Administrative Agent shall have received payment in full of all fees and
expenses due to the Administrative Agent and the Banks (including the reasonable fees and expenses due of its legal counsel and financial advisors invoiced prior to the Effective Date) under the Credit Agreement and in connection with this Waiver;
and 
 [Signature Page to Waiver and Amendment No. 4 (Xerium)] 







 (e) Each of Merrill Lynch and Deutsche Bank shall have entered into a
forbearance agreement extension extending the date referred to in Section 6(i) of the ML Forbearance Agreement or the DB Forbearance Agreement, as applicable, with respect to the Swap Agreement to which it is a counterparty to no sooner than
11:59 p.m. (New York time) on April 1, 2010. 
 Section 6. Guarantor Assent. Each Guarantor assents to
each and every term and provision of this Waiver. 
 Section 7. Effect on the Credit Agreement and the Other
Credit Documents. Except to the extent expressly provided herein, this Waiver does not constitute, and shall not be deemed to constitute a waiver of (i) any Agent’s or Bank’s remedies under the Credit Documents or (ii) any
Default or Event of Default. Except as expressly provided in this Waiver, no action taken by any Bank or Agent prior to, on or after the date hereof shall constitute a waiver or modification of any term or condition of any of the Credit Documents or
of any instruments or agreements referred to therein, or prejudice any rights which any Agent or any of the Banks may now have as of the date hereof or may have in the future under or in connection with the Credit Documents or any of the instruments
referred to therein, including without limitation all rights and remedies in connection with Defaults, Events of Default and failures of conditions precedent to the making of Loans and the issuance of Letters of Credit that have occurred and are
continuing, all of which rights and remedies each Bank and each Agent hereby expressly reserves. 
 Section 8.
Representations and Warranties. Each Borrower and each Guarantor represents and warrants to the Banks and the Agents that (i) as of the date hereof, no Default or Event of Default exists other than any Default or Event of Default waived
by this Waiver or the Waivers, (ii) all representations and warranties contained in the Credit Agreement and the other Credit Documents (other than, to the extent of any Default or Event of Default waived by this Waiver or the Waivers, any
representation and warranty that no Default or Event of Default exists) are true and correct in all material respects on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in
which case they were true and correct in all material respects on and as of such earlier date, (iii) the execution, delivery and performance by each Borrower and Guarantor of this Waiver are within the powers of such Borrower and Guarantor,
have been duly authorized by all necessary action and do not contravene the respective Organizational Documents of such Borrower and Guarantor, (iv) no authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority or other Person is required for the due execution, delivery or performance by the Borrowers or the Guarantors of this Waiver, (v) this Waiver constitutes the legal, valid and binding obligations of each Borrower and
Guarantor enforceable in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity
and (vi) except as heretofore disclosed in writing by Xerium to the Banks, as of the date hereof, there is no pending or to the knowledge of the Borrowers and the Guarantors, threatened action, suit, proceeding, governmental investigation or
arbitration against or affecting Xerium or any of its Subsidiaries that could reasonably be expect to have a Material Adverse Effect. Each Borrower and Guarantor acknowledges and agrees that each of the Credit Documents shall continue in full force
and effect and is hereby ratified and confirmed (as modified and amended hereby), and that the Credit Parties’ Obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this
Waiver. 
 [Signature Page to Waiver and Amendment No. 4 (Xerium)] 







 Section 9. Setoffs and Defenses. The Borrowers have no setoffs or
defenses to their respective obligations under the Credit Documents and no claims or counterclaims against any of the Agents or the Banks. 
 Section 10. Releases by the Borrowers and the Guarantors. As an inducement to the Administrative Agent and the Banks to enter into this Waiver, each Borrower and Guarantor hereby
releases and discharges the Banks and the Agents, and their respective successors and assignees, and all officers, directors, employees, agents, representatives, insurers and attorneys of each of them from all actions, counterclaims, causes of
actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law,
admiralty or equity, against the Banks, the Agents and/or their successors and assigns which such Borrower or Guarantor ever had, now has or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever arising
out of or in connection with the Credit Documents, from the time prior to the date of the Credit Agreement to the date hereof. 
 Section 11. Headings. The various headings of this Waiver are inserted for convenience only and shall not affect the meaning or interpretation of this Waiver or any provisions hereof. 
 Section 12. Execution in Counterparts. This Waiver 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 Waiver by facsimile or by “PDF” shall be equally effective as delivery of an
original executed counterpart of this Waiver. Xerium will use its commercially reasonable efforts to cause Huyck Wangner Vietnam Co Ltd (“HWV”) to become a party to this Waiver as soon as commercially practicable; however,
notwithstanding anything to the contrary contained in Sections 4 and 8 of this Waiver, the due authorization, execution and delivery of this Waiver by HWV is not a condition precedent to the effectiveness of this Waiver, and the representations and
warranties contained in Section 8 do not apply to HWV until it becomes a party hereto. 
 Section 13. No
Waiver. No failure or delay on the part of the Agents or any Bank in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power. All rights and remedies existing under this Waiver and the other Credit
Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. 
 [Signature Page to Waiver
and Amendment No. 4 (Xerium)] 







 Section 14. Successors and Assigns. This Waiver shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. 
 Section 15. Credit
Document. This Waiver is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Credit
Agreement. 
 Section 16. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. 
 [Signature Pages Follow] 
 [Signature Page to Waiver and Amendment No. 4 (Xerium)] 







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

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

		 	Name: Stephen R. Light
		 	Title: Chairman, CEO, and President
	
	XTI LLC
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Executive Vice President
	
	XERIUM ITALIA S.P.A.
		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: Chairman
	
	XERIUM CANADA INC.
		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: President and CEO
	
	HUYCK WANGNER AUSTRIA GMBH
		
	By:	 	 /s/ David Pretty

		 	Name: David Pretty
		 	Title: Managing Director
	
	XERIUM GERMANY HOLDING GMBH
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Managing Director


 [Signature Page to Waiver and Amendment No. 4 (Xerium)] 








			
	HUYCK WANGNER GERMANY GMBH
		
	 By:
	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: Managing Director
	
	 HUYCK WANGNER AUSTRALIA PTY. LIMITED

		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: CEO
		
	By:	 	 /s/ Tom Johnson

		 	Name: Tom Johnson
		 	Title: Managing Director
	
	ROBEC WALZEN GMBH
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Managing Director
	
	WANGNER ITELPA PARTICIPAÇÕES LTDA.
		
	By:	 	 /s/ Eduardo Fracasso

		 	Name: Eduardo Fracasso
		 	Title: President
	
	 XERIUM TECHNOLOGIES DO BRASIL INDÚSTRIA E COMÉRCIO S.A.

		
	By:	 	 /s/ Eduardo Fracasso

		 	Name: Eduardo Fracasso
		 	Title: Director and President
	
	XERIUM DO BRASIL LTDA.
		
	By:	 	 /s/ Eduardo Fracasso

		 	Name: Eduardo Fracasso
		 	Title: Director


 [Signature Page
to Waiver and Amendment No. 4 (Xerium)] 








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

		 	Name: Joan Badrinas Ardevol
		 	Title: President
	
	STOWE WOODWARD FRANCE SAS
		
	By:	 	 /s/ Joan Badrinas Ardevol

		 	Name: Joan Badrinas Ardevol
		 	Title: President
	
	STOWE WOODWARD AG
		
	By:	 	 /s/ David Pretty

		 	Name: David Pretty
		 	Title: Managing Director
	
	HUYCK. WANGNER JAPAN LIMITED
		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: Chairman
	
	STOWE WOODWARD MÉXICO, S.A. DE C.V.
		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: Chairman
	
	TIAG TRANSWORLD INTERWEAVING GMBH in Liquidation
		
	By:	 	 /s/ Walter Schürch

		 	Name: Walter Schürch
		 	Title: Managing Director
	
	HUYCK. WANGNER (UK) LIMITED
		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: CEO


 [Signature Page to
Waiver and Amendment No. 4 (Xerium)] 








			
	STOWE-WOODWARD (UK) LIMITED
		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: CEO
	
	XERIUM TECHNOLOGIES LIMITED
		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: Director
	
	HUYCK LICENSCO INC.
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Vice President and CFO
	
	STOWE WOODWARD LLC
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Vice President and CFO
	
	STOWE WOODWARD LICENSCO LLC
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Vice President and CFO
	
	WEAVEXX LLC
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Vice President
	
	XERIUM III (US) LIMITED
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Vice President


 [Signature
Page to Waiver and Amendment No. 4 (Xerium)] 








			
	XERIUM IV (US) LIMITED
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Vice President and CFO
	
	XERIUM V (US) LIMITED
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Vice President and CFO
	
	WANGNER ITELPA I LLC
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Executive Vice President and CFO
	
	WANGNER ITELPA II LLC
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Executive Vice President and CFO
	
	XERIUM ASIA LLC
		
	By:	 	 /s/ David G. Maffucci

		 	Name: David G. Maffucci
		 	Title: Vice President and CFO
	
	HUYCK WANGNER VIETNAM CO LTD
		
	By:	 	 /s/ Dale Smith

		 	Name: Dale Smith
		 	Title: General Director
	
	HUYCK WANGNER SCANDINAVIA AB
		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: Director


 [Signature Page
to Waiver and Amendment No. 4 (Xerium)] 








			
	STOWE WOODWARD SWEDEN AB
		
	By:	 	 /s/ Stephen R. Light

		 	Name: Stephen R. Light
		 	Title: Director


 [Signature Page
to Waiver and Amendment No. 4 (Xerium)] 








			
	CITICORP NORTH AMERICA, INC.
	 as Administrative Agent, Issuing Bank, Collateral Agent and a Bank

		
	By:	 	 /s/ Ryan Falconer

		 	Name: RYAN FALCONER
		 	Title: Vice President



			
		
	/s/	 	[Signed by the requisite interest of the debt holders]


 [Signature Page to Waiver and Amendment No. 4 (Xerium)]