Guarantee

The indebtedness secured by the guarantee granted by Party B hereunder is the indebtedness owed by Xerium China Co., Ltd (the Debtor) to Party A under a principal contract named Fixed Assets Loan Contract (No.:____________) dated _____________between Party A and the Debtor.

The secured indebtedness shall bear the amount and term as provided under the above-mentioned principal contract.

If the Principal Contract is a loan contract, the guarantee term is two years commencing from the day immediately following the maturity or (where Party A accelerates the loan in accordance with the Principal Contract) the accelerated maturity of the loan tenor under the Principal Contract.

If the Principal Contract is a bank acceptance contract, the guarantee term is two years commencing from the day immediately following Party A’s honoring of the relevant draft under the Principal Contract.

If the Principal Contract is a security provision agreement, the guarantee term is two years commencing from the day immediately following Party A’s performance of its security obligations under the Principal Contract.

If the Principal Contract is an agreement to issue a letter of credit, the guarantee term is two years commencing from the day immediately following Party A’s making of a payment under the relevant letter of credit.

If the Principal Contract is a financing document other than those described above, the guarantee term is two years commencing from the day immediately following the maturity or the accelerated maturity of the secured indebtedness under the Principal Contract.

Party B is eligible to grant the guarantee and has obtained all necessary authorizations or approvals required in connection with granting the guarantee in favor of Party A in accordance with the procedures and authority set forth in its articles of association. The guarantee does not violate any laws, regulations or other relevant rules.

If Party B is a listed company or a controlled subsidiary of a listed company, it has promptly performed its disclosure obligations regarding the guarantee in accordance with the relevant laws, regulations and rules, such as the PRC Securities Law and the Listing Rules of the Stock Exchange.

Party B is capable of performing its guarantee obligations, which will not be reduced or released by a change in any regulation or Party B’s financial condition or by an agreement between Party B and a third party.

Party B understands the purpose of the secured indebtedness under the Principal Contracts. Party B has acted at its sole discretion in granting the guarantee to the Debtor and this Guarantee reflects its genuine intention. Where the secured indebtedness relates to an international or domestic trade financing, Party B warrants that the relevant underlying trade is genuine.

All materials and information provided by Party B to Party A are true, accurate and complete in all respects and contain no false record, gross omission or misleading statement.

Where the secured indebtedness under this Guarantee relates to an international trade financing provided by Party A to the Debtor, Party B accepts the application of the relevant international practices in connection with that business.

Where Party B is an individual, Party B further represents and warrants that:

he or she has full civil capacity;

he or she has lawful income and is able to repay the secured indebtedness;

he or she has not maliciously delayed in repaying bank loans and has not maliciously overdrawn on any credit card;

he or she has no misconduct, such as gambling or use of narcotics and has no criminal record; and

he or she has obtained his or her spouse’s consent to grant the guarantee.

If any of the following events occurs, Party B shall unconditionally perform the guarantee obligations within 5 working days after receipt of Party A’s notice:

the Debtor fails to pay the secured indebtedness when it matures and becomes due (including accelerated maturity);

either Party B or the Debtor files or is presented with a petition for its bankruptcy, winding-up, dissolution, liquidation, suspension of business, or has its business license revoked or cancelled.

Party B shall promptly on demand provide its financial materials, tax vouchers and other related materials reflecting its financial condition to Party A.

Party B’s provision of any type of security to a third party will not prejudice Party A’s rights and interests.

Without Party A’s prior written consent or unless alternative arrangements concerning Party B’s guarantee obligations have been made to the satisfaction of Party A, Party B may not carry out any merger, demerger, capital reduction, equity change, transfer of material assets and debt, material external investment, material increase of debt financing or other activity that may have an adverse impact on Party A’s rights and interests in connection with the secured indebtedness.

Party B shall promptly notify Party A if any of the following occurs:

there is a change to Party B’s articles of association, business scope, registered capital, legal representative or shareholding structure;

Party B files for winding-up, dissolution, liquidation or suspension of business, or has its business license revoked or cancelled, or is presented with a petition for its bankruptcy;

Party B is or is likely to be involved in a material economic dispute, litigation or arbitration, or any of its assets are attached, seized or otherwise subject to administration or supervision in accordance with law; or

(where Party B is an individual) there is a change to the number of the individual’s identity card, domicile, employment or contact details.

Party B shall promptly acknowledge receipt of any written notice issued by Party A.

Under a shipping guarantee, bill of lading endorsement or authorized delivery taking business, Party B may not claim an exemption or other defense based on the Debtor’s refusal to pay under a letter of credit.

After this Guarantee takes effect, a Party’s failure to perform any obligation under this Guarantee or its violation of any representation, warranty or undertaking made under this Guarantee will constitute an event of default. The defaulting Party shall indemnify the other Party against all losses incurred by that other Party.

If Party B fails to perform its guarantee obligations under this Guarantee, Party A may set off the secured indebtedness under the Principal Contracts against any deposit in any account opened by Party B with Industrial and Commercial Bank of China or any of its branches. If the currency of the deposit is different from that of the secured indebtedness under the Principal Contracts, the deposit shall be converted into the currency of the secured indebtedness at the applicable exchange rate published by Party A on the set-off date. Part B shall bear the interest accrued and other expenses incurred, as well as any exchange loss due to exchange rate fluctuations between the set-off date and the settlement date. ‘Settlement date’ means the date on which Party A actually settles the secured indebtedness under the Principal Contracts after converting the deposit into the currency of the secured indebtedness in accordance with the relevant policies of the State Administration of Foreign Exchange.

Unless otherwise provided under this Guarantee, if a Party defaults, the other Party is entitled to all other remedies available under any laws, regulations or rules of the People’s Republic of China.

This Guarantee takes effect on the date stated in the signing provision.

Any amendment to this Guarantee shall be agreed by the Parties and made in writing. An amended clause or amendment agreement constitutes an integral part of this Guarantee and has the same legal effect as this Guarantee. The terms of this Guarantee that are not amended remain effective. The terms of this Guarantee that are to be amended remain effective until the relevant amendments takes effect.

If any term of this Guarantee is invalid or unenforceable, that will not affect the validity and enforceability of any other term of this Guarantee or the validity of the entire Guarantee.

Amendment to and termination of this Guarantee shall not prejudice a Party’s right to claim compensation for loss. The dispute resolution clause will survive termination of this Guarantee.

The dispute shall be submitted to the N/A Arbitration Commission for arbitration at N/A (place of arbitration) in accordance with the arbitration rules of that commission in force when the arbitration application is submitted. The arbitration award will be final and binding on both parties.

The dispute shall be submitted to the jurisdiction of the competent court of the place where Party A is located.

Party B may not transfer all or any part of its rights or obligations under this Guarantee without Party A’s consent.

Party A’s failure to exercise, partial exercise or delay in exercise of any of its rights under this Guarantee will not constitute a waiver of or amendment to that right or any other right, nor will it affect Party A’s further exercise of that right or any other right.

This Guarantee is made in 4 originals, with each of Party A and Party B holding 2 original(s), each of which has equal legal effect.

Supplementary terms of contract delivery