Xerium Technologies, Inc. 14101 Capital Blvd., Suite 201 Youngsville, NC 27596
Exhibit 10.2
 |
Xerium Technologies, Inc. 00000 Xxxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxxx, XX 00000 |
May 2, 2007
Apax WW Nominees Ltd.
00 Xxxxxxxx Xxxxx
X0X 0XX Xxxxxx
Apax-Xerium APIA LP
c/o Apax Europe IV GP Co Ltd
13-15 Victoria road, Xx. Xxxxx Xxxx
Xxxxxxxx, Xxxxxxx Xxxxxxx XX0 0XX
Ladies and Gentlemen:
Reference is made to the letter agreement (the “Letter Agreement”) dated December 22, 2006 by and among Xerium Technologies, Inc., a Delaware corporation (the “Company”), Apax WW Nominees Ltd. (“Apax WW Nominees”) and Apax-Xerium APIA LP (“Apax-Xerium APIA”). Each of the Company, Apax WW Nominees Ltd. and Apax-Xerium APIA agree as follows:
(i) Clause (a) of the first paragraph of the Letter Agreement is hereby amended by replacing “December 31, 2007” with “December 31, 2008”.
(ii) Clause (c) of the first paragraph of the Letter Agreement is hereby amended by replacing “December 31, 2007” with “December 31, 2008”.
(iii) Except as set forth herein, all other terms of the Letter Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms.
Each of you agrees that you have received good and valuable consideration in exchange for your agreements set forth in this letter, which consideration includes the right to receive shares of common stock of the Company as contemplated by the Company’s dividend reinvestment plan, as from time to time in effect, through the reinvestment of dividends and understands that the Company will be relying on your agreements set forth in this letter. Accordingly, this letter sets forth a binding obligation among the parties hereto with respect to the matters set forth herein. This letter may be signed in counterparts, all of which shall constitute the same agreement, shall be governed by the domestic substantive laws of New York, and shall bind and inure to the benefit of the parties and their respective successors and assigns.
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If the foregoing is in accordance with your understanding, please countersign a copy of this letter in the space indicated below and return such countersigned copy to the Company, whereupon this letter will become a binding agreement among the parties.
Very truly yours,
Xerium Technologies, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Chief Executive Officer
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The foregoing is hereby
agreed to and accepted:
Apax WW Nominees Ltd.
By: Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Director
By: Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Authorised Signatory
Apax-Xerium APIA LP
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Director
Apax Europe IV GP Co Ltd
In its capacity as General Partner of
Apax-Xerium APIA LP
