XERIUM TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Rights Agreement Dated as of May 25, 2010Rights Agreement • May 28th, 2010 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
Rights Agreement, dated as of May 25, 2010, between Xerium Technologies, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).
Xerium Technologies, Inc. [ ] Sharesa Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • May 3rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
Xerium Technologies, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of Common Stock, $0.01 par value (“Common Stock”) of the Company, and Xerium 3 S.A., a Luxembourg company and the direct parent company of the Company (the “Selling Stockholder”), proposes to sell to the several Underwriters [ ] shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholder collectively being hereinafter called the “Underwritten Securities”). The Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent the
AGREEMENT AND PLAN OF MERGER dated as of June 24, 2018 among XERIUM TECHNOLOGIES, INC., ANDRITZ AG and XYZ MERGER SUB, INC.Merger Agreement • June 25th, 2018 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 24, 2018, among Xerium Technologies, Inc., a Delaware corporation (the “Company”), Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (“Parent”), and XYZ Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Subsidiary”).
XERIUM TECHNOLOGIES, INC.Indenture • August 9th, 2016 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
This INDENTURE dated as of August 9, 2016, is by and among XERIUM TECHNOLOGIES, INC., a Delaware corporation, each Guarantor listed on the signature pages hereto, and U.S. BANK NATIONAL ASSOCIATION, as trustee and collateral agent.
Xerium Technologies, Inc. 9.500% Senior Secured Notes due 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2016 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER‑DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
EMPLOYMENT AGREEMENT [as amended on March 14, 2011]Employment Agreement • March 14th, 2012 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
AGREEMENT (this “Agreement”) made and entered into by and between Xerium Technologies, Inc., a Delaware corporation (the “Company”), and Donna M. Meserve (the “Executive”), effective as of the 14th day of Apr il, 2009 (the “Effective Date”).
VOTING AGREEMENTVoting Agreement • June 25th, 2018 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
This VOTING AGREEMENT (the “Agreement”), dated as of [ ], is made by and among each of the Persons set forth on Schedule A hereto (individually, a “Stockholder” and, collectively, the “Stockholders”), and Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (“Parent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2008 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
AGREEMENT made and entered into in Youngsville, North Carolina, by and between Xerium Technologies, Inc. (the “Company”), a Delaware corporation with its principal place of business at Youngsville, North Carolina, and Stephen R. Light (the “Executive”), effective as of the 11th day of February, 2008 (the “Effective Date”).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • May 28th, 2010 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
This Director Nomination Agreement (this “Agreement”) is made as of May 25, 2010 (the “Effective Time”), between Xerium Technologies, Inc., a Delaware corporation (the “Company”), and the stockholder party hereto (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
CREDIT AND GUARANTY AGREEMENT dated as of May 26, 2011 among XERIUM TECHNOLOGIES, INC. and XERIUM TECHNOLOGIES LIMITED, as Borrowers, CERTAIN SUBSIDIARIES OF THE BORROWERS, as Guarantors, VARIOUS BANKS, CITIBANK, N.A., as Administrative Agent and...Credit and Guaranty Agreement • June 2nd, 2011 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of May 26, 2011, is entered into 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 party hereto from time to time, 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, “Administrative Agent”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (together with its permitted successors, in such capacity, “Collateral Agent”).
XERIUM TECHNOLOGIES, INC. MANAGEMENT INCENTIVE COMPENSATION AWARD AGREEMENT [NAME]Management Incentive Compensation Award Agreement • May 3rd, 2017 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
Pursuant to the terms of the Xerium Technologies, Inc. 2017 Management Incentive Compensation Program (the "MIC"), Xerium Technologies, Inc. (the "Company") hereby grants to the Employee the Management Incentive Compensation Award ("MIC Award") described below, effective as of _____, 2017 (the “Effective Date”).
GuaranteeGuarantee • July 22nd, 2015 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
Important Notice: The Parties enter into this Guarantee equitably and voluntarily in accordance with law, and the terms of this Guarantee reflect their genuine intentions. To protect the Guarantor’s legal rights and interests, the Creditor draws the Guarantor’s special attention to the terms in bold.
AMENDED AND RESTATED SERVICE CONTRACT FOR MANAGING DIRECTORService Contract • November 13th, 2006 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
Reference is made to the Service Contract for Managing Director made as of 26 July 2006 between the Company and Mr. Badrinas (the “Original Agreement”).
REGISTRATION RIGHTS AGREEMENT by and among XERIUM TECHNOLOGIES, INC. and THE HOLDERS NAMED HEREIN Dated as of May 25, 2010Registration Rights Agreement • May 28th, 2010 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 25, 2010 by and among Xerium Technologies, Inc., a Delaware corporation (the “Company”), and the shareholders identified as “Investors” on the signature page hereto and any parties identified on the signature page of any joinder agreements executed and delivered pursuant to Section 14 hereof (each, including the Investors, a “Holder” and, collectively, the “Holders”).
CREDIT AND GUARANTY AGREEMENT dated as of May 18, 2005 among XERIUM TECHNOLOGIES, INC., XTI LLC, XERIUM ITALIA S.P.A., STOWE-WOODWARD/MOUNT HOPE INC., WEAVEXX CORPORATION, HUYCK AUSTRIA GMBH and XERIUM GERMANY HOLDING GMBH as Borrowers, CERTAIN...Credit and Guaranty Agreement • June 23rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of May 18, 2005, is entered into 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, 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 (in such capacity, “Lead Arrangers”), CITIGR
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2013 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • North Carolina
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into in North Carolina by and between Xerium Technologies, Inc. (the “Company”), a Delaware corporation with its principal place of business in Raleigh, North Carolina and Bill Butterfield (the “Executive”), effective as of the 15th day of April, 2013 (the “Effective Date”).
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2012 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
This Amendment No. 4 to Employment Agreement (the “Amendment No. 4”) is made and entered into as of the 15th day of August, 2012, by and between Xerium Technologies, Inc. (the “Company”) and Stephen R. Light (the “Executive”).
Xerium Technologies, Inc. Purchase AgreementPurchase Agreement • July 28th, 2016 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
Xerium Technologies, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) is acting as representative, $480,000,000 principal amount of its 9.500% Senior Secured Notes due 2021 (the “Notes”). The Notes will be fully and unconditionally guaranteed (the “Guarantees”) by each of the subsidiary guarantors identified on the signature pages hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”) to be dated as of the Closing Date, among the Company,
WAIVER AND AMENDMENT NO. 3Waiver and Amendment • February 2nd, 2010 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
WAIVER AND AMENDMENT NO. 3, dated as of January 29, 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 t
AGREEMENTManaging Director Service Contract • May 3rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Massachusetts
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 2010 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
This Amendment to Employment Agreement (“Amendment”) is made and entered into as of the 31 day of December, 2009, by and between Xerium Technologies, Inc. (the “Company”) and Stephen R. Light (the “Executive”).
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of May 17, 2013 among XERIUM TECHNOLOGIES, INC., as US Borrower,Revolving Credit and Guaranty Agreement • May 23rd, 2013 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
Xerium Technologies, Inc. Stock Purchase AgreementStock Purchase Agreement • March 26th, 2010 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
The undersigned (the “Purchaser”) hereby subscribes to purchase 795,280 unregistered shares of common stock, par value $0.01 per share (the “Unregistered Shares”), in a private placement from Xerium Technologies, Inc., a Delaware corporation (the “Corporation”). As consideration for the Unregistered Shares, the Purchaser shall pay to the Corporation $0.6775per share for an aggregate price of $825,000(the “Purchase Price”). Such price per share represents the average closing price on the New York Stock Exchange of the Corporation’s shares of common stock on the 20 trading days prior to January 1, 2010. The offer and sale of the Unregistered Shares are being made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser shall pay the Purchase Price on January 2, 2010 by [check] or by such other method as may be acceptable to the Corporation.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT]Employment Agreement • May 5th, 2011 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
This Amendment to Amended and Restated Employment Agreement (“Amendment”) is made and entered into as of the 14th day of March, 2011, by and between Xerium Technologies, Inc. (the “Company”) and David J. Pretty (the “Executive”).
EXCHANGE AND REDEMPTION AGREEMENTExchange and Redemption Agreement • May 3rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
This Exchange and Redemption Agreement (the “Agreement”) is made and entered into as of , 2005, by and among Xerium Technologies, Inc., a Delaware corporation (the “Company”), and (the “Stockholder”).
August 13, 2008 Thomas Gutierrez via e-mail Dear Tom:Employment Agreement • November 10th, 2008 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
Reference is made to the Employment Agreement (the “Agreement”) between Xerium Technologies, Inc. (the “Company”) and you effective as of the 19th day of May, 2005. You have informed the Company that you are considering joining the board of directors of a paper producer (any such company, a “Paper Producer”). We remind you that you have various continuing obligations under the Agreement, including without limitation your confidentiality obligations under Section 10 of the Agreement and, through February 7, 2010, your obligation under Section 9(c)(v) of the Agreement that you will not, directly or indirectly, solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any person any business or activity which such customer conducts or could conduct with the Company or any of its subsidiaries.
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 4th, 2014 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “First Amendment”), dated as of March 3, 2014, among XERIUM TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined in the Credit Agreement referred to below) party hereto and JEFFERIES FINANCE LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, is made with reference to that certain Credit and Guaranty Agreement, dated as of May 17, 2013 (as amended, modified and/or supplemented through, but not including, the date hereof, the “Credit Agreement”), by and among the Borrower, the Guarantors party thereto, the Lenders party thereto, the Administrative Agent and the other parties thereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
XERIUM TECHNOLOGIES, INC. TIME-BASED RSU AND PERFORMANCE SHARES AGREEMENT Originally Effective January 1, 2010; Amended and Restated September 22, 2010Time-Based Rsu and Performance Shares Agreement • November 5th, 2010 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into this 22 day of September, 2010, but effective as of January 1, 2010, between Xerium Technologies, Inc. (the “Company”) and Stephen R. Light (the “Employee”).
SUPERPRIORITY PRIMING SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT dated as of April 1, 2010 among XERIUM TECHNOLOGIES, INC., as Debtor and Debtor-in-Possession, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Debtors and...Credit and Guaranty Agreement • April 2nd, 2010 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
This SUPERPRIORITY PRIMING SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT, dated as of April 1, 2010, is entered into by and among XERIUM TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, the Banks party hereto from time to time, CITIGROUP GLOBAL MARKETS INC., as Sole Lead Arranger and Sole Bookrunner (in such capacity, the “Lead Arranger”), CITICORP NORTH AMERICA, INC., as Administrative Agent (together with its permitted successors, in such capacity, the “Administrative Agent”) and CITICORP NORTH AMERICA, INC., as Collateral Agent (together with its permitted successors, in such capacity, the “Collateral Agent”).
XERIUM TECHNOLOGIES, INC. INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT Dated as of June __, 2017 (the “Grant Date”)Inducement Restricted Stock Unit Award Agreement • June 2nd, 2017 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
THIS INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT is made by and between Xerium Technologies, Inc. (the “Company”) and Mark Staton (the “Employee”).
AGREEMENTExecutive Agreement • June 23rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Massachusetts
THIRD AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENTRevolving Credit and Guaranty Agreement • May 3rd, 2017 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
THIS THIRD AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made and entered into this 30th day of November, 2016, by and among XERIUM TECHNOLOGIES, INC., a Delaware corporation (the “Lead Borrower”), XERIUM CANADA INC., a corporation organized under the laws of the Province of New Brunswick (“Xerium Canada”), HUYCK. WANGNER GERMANY GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) Stuttgart under registration number HRB 353855 (the “European Lead Borrower”), ROBEC WALZEN GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) Düren under registration number HRB 2867 (“Robec Germany”), STOWE WOODWARD AKTIENGESELLSCHAFT, a stock corporation (Aktiengesellschaft) o
September 9, 2014Revolving Credit and Guaranty Agreement • November 3rd, 2014 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
XERIUM TECHNOLOGIES, INC., a Delaware corporation (the "Lead Borrower"), any Subsidiary of the Lead Borrower organized or formed under the laws of the United States that at any time becomes a US Borrower (each a "US Borrower" and, together with the Lead Borrower, the "US Borrowers"), XERIUM CANADA INC., a corporation organized under the laws of the Province of New Brunswick ("Xerium Canada"), and any other Subsidiary of the Lead Borrower organized or formed under the laws of Canada or any province or territory thereof that at any time becomes a Canadian Borrower (each a "Canadian Borrower" and, together with Xerium Canada, the "Canadian Borrowers"), HUYCK.WANGNER GERMANY GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) Stuttgart under registration number HRB 353855 (the "European Lead Borrower"), ROBEC WALZEN GMBH, a limited liabili
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2008 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Massachusetts
This Amendment No. 1 to Employment Agreement is made as of February 26, 2008 by and between the Company (the “Company”) and Stephen R. Light (the “Executive”). Reference is made to the Employment Agreement between the Company and the Executive effective as of the 11th day of February, 2008 (the “Original Agreement”).
AMENDMENT TO [EMPLOYMENT AGREEMENT]Employment Agreement • May 5th, 2011 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
This Amendment to Employment Agreement (“Amendment”) is made and entered into as of the 14th day of March 2011, by and between Xerium Technologies, Inc. (the “Company”) and Thomas C. Johnson (the “Executive”).
