ASSUMPTON AGREEMENT



 Exhibit 10.35 
 ASSUMPTION AGREEMENT, dated as of June 12, 2006, made by Fiberprep Inc., a Delaware corporation (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. 
  

					
	FIBERPREP 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 
  

	
	Fiberprep Inc. (Guarantor)
	One Acton Place
	Suite 202
	Acton, MA 01720
	Attention: Treasurer
	Fax: (978) 635-1593
	 Phone: (978) 776-2000
  
 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: None 
  

							
	 Issuer
	  	Class of Stock	  	Certificate No.	  	No. of Shares

  

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 Supplement to Schedule 3 
 PERFECTION 
 Not applicable 
  

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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
	 Fiberprep Inc.
	  	DE	  	One Acton Place
Acton, MA 01720	  	2162141

  

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