Xerium Technologies, Inc. [ ] Sharesa Common Stock ($0.01 par value) Underwriting AgreementXerium Technologies Inc • May 3rd, 2005 • 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
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Massachusetts
AGREEMENT made and entered into in Westborough, Massachusetts, by and between Xerium Technologies, Inc. (the “Company”), a Delaware corporation with its principal place of business at Westborough, Massachusetts, and Miguel Quiñonez of Buenos Aires, Argentina (the “Executive”), effective as of the day of , 2005 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Massachusetts
AGREEMENT made and entered into in Westborough, Massachusetts, by and between Xerium Technologies, Inc. (the “Company”), a Delaware corporation with its principal place of business at Westborough, Massachusetts, and Thomas Gutierrez of Raleigh, North Carolina (the “Executive”), effective as of the day of , 2005 (the “Effective Date”).
AGREEMENTAgreement • May 3rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Massachusetts
CREDIT AND GUARANTY AGREEMENT dated as of May , 2005 among XERIUM TECHNOLOGIES, INC., XTI LLC, XERIUM ITALIA S.P.A., STOWE- WOODWARD/MOUNT HOPE INC., WEAVEXX CORPORATION (CANADA), HUYCK AUSTRIA GMBH and XERIUM GERMANY HOLDING GMBH as Borrowers,...Credit and Guaranty Agreement • May 3rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of May , 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 (CANADA) (“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”),
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of , 2005, by and among Xerium Technologies, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule I attached hereto (the “Investors”).
XERIUM TECHNOLOGIES, INC. RESTRICTED STOCK UNITS AGREEMENT Dated as of , 2005Xerium Technologies Inc • May 3rd, 2005 • Broadwoven fabric mills, man made fiber & silk
In recognition of the important contributions that (the “Employee”) can make to the success of Xerium Technologies, Inc. (the “Company”) and its Affiliates (together with the Company, the “Company Group”), pursuant to the Xerium Technologies, Inc. 2005 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Employee the Restricted Stock Units Award described below.
XERIUM TECHNOLOGIES, INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units • May 3rd, 2005 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk
In recognition of the important contributions that (the “Director”) can make to the success of Xerium Technologies, Inc. (the “Company”) and its Affiliates (together with the Company, the “Company Group”), pursuant to the Xerium Technologies, Inc. 2005 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Director the Restricted Stock Units Award described below.
XERIUM TECHNOLOGIES, INC. RESTRICTED STOCK UNITS AGREEMENT Dated as of , 2005Xerium Technologies Inc • May 3rd, 2005 • Broadwoven fabric mills, man made fiber & silk
In recognition of the important contributions that (the “Employee”) can make to the success of Xerium Technologies, Inc. (the “Company”) and its Affiliates (together with the Company, the “Company Group”), pursuant to the Xerium Technologies, Inc. 2005 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Employee the Restricted Stock Units Award described below.
