ASSUMPTION AGREEMENT



 Exhibit 10.34 
 ASSUMPTION AGREEMENT, dated as of May 23, 2005, made by Kadant Johnson Inc. (the “Additional Grantor/Guarantor”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity,
the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in such Credit Agreement. 
 W I T N E S S E T H : 
 WHEREAS, Kadant Inc. (the “Borrower”), the Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders and the
Administrative Agent have entered into a Credit Agreement, dated as of May 9, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries (other than the Additional Grantor/Guarantor) have entered
into the Guarantee and Pledge Agreement, dated as of May 9, 2005 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Pledge Agreement”) in favor of the Administrative Agent for the benefit of
the Lenders; 
 WHEREAS, the Credit Agreement requires or permits the Additional Grantor/Guarantor to become a party to the Guarantee and
Pledge Agreement; and 
 WHEREAS, the Additional Grantor/Guarantor has agreed to execute and deliver this Assumption Agreement in order to
become a party to the Guarantee and Pledge Agreement; 
 NOW, THEREFORE, IT IS AGREED: 
 1. Guarantee and Pledge Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor/Guarantor, as provided in
Section 9.14 of the Guarantee and Pledge Agreement, hereby becomes a party to the Guarantee and Pledge Agreement as a Grantor and a Subsidiary Guarantor thereunder with the same force and effect as if originally named therein as a Grantor and a
Subsidiary Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Subsidiary Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to
the information set forth in the Schedules to the Guarantee and Pledge Agreement. The Additional Grantor/Guarantor hereby represents and warrants that each of the representations and warranties contained in Section 5 of the Guarantee and Pledge
Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 
 2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 







 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and
delivered as of the date first above written. 
  

					
	KADANT JOHNSON INC.
		
	By:	 	 /s/ Daniel J. Walsh

	Name:	 	Daniel J. Walsh
	Title:	 	Treasurer


  

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 Annex 1-A to 
 Assumption Agreement 
 Supplement to Schedule 1 
  

	
	Kadant Johnson Inc.
	 (f/k/a The Johnson Corporation)

	 805 Wood Street

	 Three Rivers, MI 49093

	 Attention: Treasurer

	 Fax: (269)278-1715

	 Phone: (269)279-5980

	 with a copy to:

	
	 Kadant Inc.

	 One Acton Place

	 Acton, MA 01720

	 Attention: Chief Financial Officer, Treasurer
         And Chief Legal Officer

	Fax: (978) 635-1593
	 Phone: (978) 776-2000









 Supplement to Schedule 2 
 Pledged Stock: 
  

							
	 Issuer
	    	Class of Stock	    	Certificate No.	    	No. of Shares
	 Kadant Johnson
 Argentina S.r.l.
 (f/k/a The Johnson Corporation Argentina, S.A.)
	    	Common	    	not certificated	    	2,600
				
	 Kadant Johnson Southeast
 Asia Pty Ltd.
 (f/k/a Johnson Southeast Asia Pty Ltd.)
	    	Ordinary	    	new certificate to be issued1	    	650,000
				
	 Kadant Johnson Canada Inc.
 (f/k/a Johnson Canada Inc.)
	    	Class A Voting	    	new certificate to be issued2	    	4,260,086
				
	 Kadant Johnson Europe B.V.
 (f/k/a The Johnson Corporation Holland BV)
	    	Common	    	not certificated	    	4,000



	 1
	 To be issued and delivered
post-closing, to the extent practicable. 



	 2
	 To be issued and delivered post-closing, to the extent practicable. 


  

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 Supplement to Schedule 3 
 PERFECTION 
 The filing of a UCC-1 Financing Statement naming Kadant
Johnson Inc. as debtor, and JPMorgan Chase Bank, N.A. (for the ratable benefit of the Lenders) as secured party, in the filing office of the Secretary of State of the State of Michigan. 
  

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 Supplement to Schedule 4 
 SUPPLEMENTAL LOCATIONS OF JURISDICTION OF ORGANIZATION 
 AND CHIEF
EXECUTIVE OFFICE 
  

							
	 Grantor
	  	 Jurisdiction
 of Organization
	  	 Location of
 Chief Executive Office
	  	 Organizational
 Identification
 Number

	 Kadant Johnson Inc.
 (formerly known as The Johnson Corporation)
	  	MI	  	 805 Wood Street
 Three Rivers, MI 49093
	  	087417

  

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