kaiform10q2q2008exhibit101.htm


    Exhibit
10.1

     

    EXECUTION
COPY

     

    SECOND
AMENDMENT TO GUARANTY

     

                  SECOND
AMENDMENT TO GUARANTY (this “Amendment”) dated as
of July 30, 2008, to the Guaranty dated as of July 30, 2007 (as amended by the
Amendment, Acknowledgement and Consent to Guaranty dated as of January 28, 2008,
the “Guaranty”)
of KADANT INC. (the “Guarantor”), in favor
of JPMORGAN CHASE BANK (CHINA) COMPANY LIMITED, SHANGHAI BRANCH (its successors
and assigns, directly or through any of its branches, offices, subsidiaries, or
affiliates, collectively the “Bank”). Unless
otherwise defined herein, capitalized terms which are defined in the Guaranty
are used herein as defined therein.

     

     

    W I T N E S S E T H:
 

     

    WHEREAS,
the Guarantor has requested, and, upon this Amendment becoming effective, the
Bank agreed, that
certain provisions of the Guaranty be amended in the manner provided for in this
Amendment;

     

     

    NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the premises, the parties hereto
hereby agree as follows:

     

    SECTION
I.        AMENDMENTS

    1.1. Amendments to First Section
(Guaranty).  The first Section of the Guaranty is hereby
amended by deleting clauses (b) and (c) in their entirety and substituting in
lieu thereof the following new clauses:

     

    “(b) a
credit facility in the original principal amount of up to RMB Forty Five Million
(RMB45,000,000) to K-Jining  pursuant to a
Short-Term Advised Credit Line Facility Agreement, dated as of July 30, 2008,
among K-Jining and the Bank (the “1 year KJ Credit
Agreement”), (c) a credit facility in the original principal amount of up
to RMB Fifteen Million (RMB15,000,000) to KADANT PULP AND PAPER EQUIPMENT
(YANZHOU) CO. LTD. , a company incorporated in Yanzhou, China (“K-Yanzhou”) pursuant
to a Short-Term Advised Credit Line Facility Agreement, dated as of July 30,
2008, among K-Yanzhou and the Bank (the “ 1 Year KY Credit
Agreement”)”

     

    1.2. Amendment to Second Section
(Liabilities).  The second Section of the Guaranty is hereby
amended by adding the following paragraph at the end of such
Section:

     

    “The
Guarantor further agrees (a) to comply with, and to cause the Borrower to comply
with, all applicable laws and regulations of the State Administration of Foreign
Exchange or other regulatory authorities in the Peoples Republic of China and
(b) to do all acts necessary, and to cause the Borrower to do all acts
necessary, so as to permit at all times the complete conversion into RMB of any
U.S. dollars that may be paid to the Bank to satisfy any of the Guarantor’s
obligations under this Guaranty.  Without limiting the scope of the
preceding sentence, such compliance and acts may include, if the Bank so
requests, such investments in the Borrower by the Borrower or the Guarantor or
their subsidiaries as may be necessary  to ensure that the difference
between (x) the Borrower’s registered capital and (y) the total investment in
the Borrower that is approved by the State Administration of Foreign Exchange or
other regulatory authorities in the Peoples Republic of China, as stated in the
applicable Approval Certificate for Establishment of Enterprises with Foreign
Investment in the Peoples Republic of China,

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    is
sufficient to cover all sums that the Bank is demanding or could demand under
this Guaranty if the Borrower were in default under any of the
Liabilities.”

     

    SECTION
II.       MISCELLANEOUS

    2.1. Conditions to Effectiveness
of Amendment.  This Amendment shall become effective on the
date upon which each of the following conditions precedent has been
satisfied:

     

    (a)  The
Bank shall have received a counterpart hereof duly executed and delivered by the
Guarantor and the Bank; and

     

    (b) Each of
(i) the Short-Term Advised Credit Line Facility Agreement, dated as of July 30,
2008, among Kadant Juning Light Machinery Co., LTD. and the Bank and (ii) the
Short-Term Advised Credit Line Facility Agreement, dated as of July 30, 2008,
among Kadant Pulp and Paper Equipment (Yanzhou) Co. LTD. and the Bank, shall
have been or shall be entered into concurrently with the entering into of this
Amendment.

     

    2.2. Representations and
Warranties.  The Guarantor represents and warrants to the Bank
that as of the effective date of this Amendment: (a) the Guaranty constitutes
the legal, valid and binding obligation of the Guarantor, enforceable against
the Guarantor in accordance with its terms constitutes, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law); (b) the representations and warranties made by
the Guarantor in or pursuant to the Guaranty are true and correct in all
material respects on and as of the date hereof (except to the extent that such
representations and warranties are expressly stated to relate to an earlier
date, in which case such representations and warranties shall have been true and
correct in all material respects on and as of such earlier date); and (c) each
of the corporate organizational documents delivered in connection with the
delivery of the Guaranty on or prior to July 30, 2008 are true and complete
copies of each document thereof, remain in full force and effect and have not
been amended, modified or supplemented since such date of delivery.

     

    2.3. Counterparts.  This
Amendment may be executed by one or more of the parties to this Amendment on any
number of separate counterparts (including by facsimile transmission or other
electronic transmission (i.e., a “PDF” or “TIFF”)), and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this Amendment signed by all the
parties shall be lodged with the Guarantor and the Bank.

     

    2.4. Continuing Effect; No Other
Amendments.  Except to the extent the Guaranty is expressly
amended hereby, all of the terms and provisions of the Guaranty are and shall
remain in full force and effect. This Amendment shall constitute a Facility
Document.

     

    2.5. Payment of
Expenses.  The Guarantor agrees to pay and reimburse the Bank
for all of its out-of-pocket costs and expenses incurred to date in connection
with this Amendment and the other Facility Documents, including, without
limitation, the reasonable fees and disbursements of legal counsel to the
Bank.

     

    2.6. GOVERNING
LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.

     

    KADANT
INC.

     

                                     By:      
  /s/ Thomas M.
O’Brien

                    Name:
Thomas M. O’Brien

                   
Title:  Executive Vice President and ChiefFinancial
Officer

     

    JPMORGAN
CHASE BANK (CHINA) COMPANY LIMITED, SHANGHAI BRANCH

     

    By:          /s/ Betty
Wang

                    Name:  Betty
Wang

          
 Title: Executive Director & Deputy Branch Manager