[remainder of this page intentionally left blank]
Exhibit 10.2
 | Xerium Technologies, Inc. 14101 Capital Blvd., Suite 201 Youngsville, NC 27596 |
May 2, 2007
Apax WW Nominees Ltd.
15 Portland Place
W1B 1PT London
Apax-Xerium APIA LP
c/o Apax Europe IV GP Co Ltd
13-15 Victoria road, St. Peter Port
Guernsey, Channel Islands GY1 3ZD
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.
Page 2
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/ Thomas Gutierrez
Thomas Gutierrez
Chief Executive Officer
[remainder of this page intentionally left blank]
Page 3
The foregoing is hereby
agreed to and accepted:
Apax WW Nominees Ltd.
By: Adrian Beecroft
Adrian Beecroft
Director
By: Andrew Barrett
Andrew Barrett
Authorised Signatory
Apax-Xerium APIA LP
By: /s/ Denise Fallaize
Name: Denise Fallaize
Title: Director
Apax Europe IV GP Co Ltd
In its capacity as General Partner of
Apax-Xerium APIA LP
