KAI FORM 10Q 1Q 2015 EXHIBIT 10.2






Exhibit 10.2


21 January 2015
Kadant, Inc.
Dear Sirs/Madam,
Our Reference: CBD19626
Re: USD 10,000,000.00 Interest Rate Swap
USI: 1010000236 - DTCCRA20150116D10494500591299918


The purpose of this document is to set forth the terms and conditions of the transaction entered into between Citizens Bank, National Association (formerly doing business as RBS Citizens, N.A.) (“Citizens”) and Kadant, Inc. (the “Counterparty”) on the Trade Date specified below (the ''Transaction''). This document will constitute a ''Confirmation'' as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.


This Confirmation evidences a complete and binding agreement between Counterparty and Citizens as to the terms of the Transaction to which this Confirmation relates. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 13 May 2005 between Counterparty and Citizens Bank, National Association as the same may be amended and supplemented from time to time (the “Agreement”).
In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.


The terms of the particular Transaction to which this Confirmation relates are as follows:


	
			
	Notional Amount
	 
	USD 10,000,000.00

	 
	 
	 

	Trade Date
	 
	16 January 2015

	 
	 
	 

	Effective Date
	 
	16 January 2015

	 
	 
	 

	Termination Date
	 
	27 March 2020, subject to adjustment in accordance with the Modified Following Business Day Convention

	 
	 
	 

	Fixed Amounts
	 
	 













	
			
	 
	 
	 

	Fixed Rate Payer
	 
	Counterparty

	 
	 
	 

	Fixed Rate Payer Payment Dates
	 
	Payment Dates as specified in the Notional Schedule

	 
	 
	 

	Fixed Rate
	 
	1.50 per cent

	 
	 
	 

	Fixed Rate Day Count Fraction
	 
	Actual/360

	 
	 
	 

	Business Days for Fixed Amounts
	 
	London and New York

	 
	 
	 

	Floating Amounts
	 
	 

	 
	 
	 

	Floating Rate Payer
	 
	Citizens Bank, National Association

	 
	 
	 

	Floating Rate Payer Payment Dates
	 
	Payment Dates as specified on the Notional Schedule

	 
	 
	 

	Floating Rate Option
	 
	USD-LIBOR-BBA

	 
	 
	 

	Designated Maturity
	 
	3 month

	 
	 
	 

	Floating Rate for the Initial Calculation Period
	 
	0.22934 pct

	 
	 
	 

	Spread
	 
	None

	 
	 
	 

	Floating Rate Day Count Fraction
	 
	Actual/360

	 
	 
	 

	Compounding
	 
	Inapplicable

	 
	 
	 

	Reset Dates
	 
	The first day of each Calculation Period

	 
	 
	 

	Business Days for Floating Amounts
	 
	London and New York

	 
	 
	 

	Calculation Agent
	 
	Citizens Bank, National Association






The Counterparty understands that the Transaction entered into under this Agreement does not constitute a deposit and is not insured by the Federal Deposit Insurance Corporation, Federal Reserve Board, Office of the Comptroller of the Currency or any state or federal banking agency.
Account Details 









	
			
	Payments to the Counterparty:
	 
	 

	 
	 
	 

	Bank Name:
	 
	Wells Fargo

	 
	 
	 

	Account Number:
	 
	4162079339

	 
	 
	 

	Account Name:
	 
	Kadant, Inc.

	 
	 
	 

	ABA Number:
	 
	121000248




Offices
	
			
	The Office of Citizens  for the Transaction is
	 
	Providence

	 
	 
	 

	The Office of the Counterparty for the Transaction is
	 
	Westford, MA




Each party represents to the other party on the Trade Date of this Transaction that (in the absence of a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction):- 
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying, and has not relied, on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction, no communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction. 
(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction. 
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction.
This Confirmation is in final form and supersedes all previous Confirmations and communications in respect of this Transaction. No hard Copy will follow. 
In the event that you disagree with any part of this Confirmation, please notify us via the contact details below, so that the discrepancy may be quickly resolved. All inquiries regarding confirmations, payments and/or rate re-settings should be sent to: 


Citizens Bank, National Association
One Citizens Plaza









Providence, RI 02903
Attn:  Interest Rate Risk Management
Phone  401-282-1126 or 401-282-1809
Fax  401-282-7718


We are pleased to have completed this Transaction and look forward to dealing with you again in the near future. 
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation enclosed for that purpose and returning it to us via fax at the number listed above.


For and on behalf of Citizens Bank, National Association


By:__/s/ Michael J. Liberatore___ ________
Name: Michael J. Liberatore
Title:  Vice President


Kadant, Inc.


By:____/s/ Daniel J. Walsh______________
Name:  Daniel J. Walsh
Title:  Treasurer
Notional Schedule - CBD19626 









	
			
	Period
	 
	 

	16 January 2015 - 02 April 2015 
	 
	USD 10,000,000.00

	02 April 2015- 03 July 2015
	 
	USD 10,000,000.00

	03 July 2015- 02 October 2015
	 
	USD 10,000,000.00

	02 October 2015- 31 December 2015
	 
	USD 10,000,000.00

	31 December 2015- 01 April 2016
	 
	USD 10,000,000.00

	01 April 2016- 01 July 2016
	 
	USD 10,000,000.00

	01 July 2016- 30 September 2016
	 
	USD 10,000,000.00

	30 September 2016- 30 December 2016
	 
	USD 10,000,000.00

	30 December 2016- 31 March 2017
	 
	USD 10,000,000.00

	31 March 2017- 30 June 2017
	 
	USD 10,000,000.00

	30 June 2017- 29 September 2017
	 
	USD 10,000,000.00

	29 September 2017- 29 December 2017
	 
	USD 10,000,000.00

	29 December 2017- 29 March 2018
	 
	USD 10,000,000.00

	29 March 2018- 29 June 2018
	 
	USD 10,000,000.00

	29 June 2018- 28 September 2018
	 
	USD 10,000,000.00

	28 September 2018- 28 December 2018
	 
	USD 10,000,000.00

	28 December 2018- 29 March 2019
	 
	USD 10,000,000.00

	29 March 2019- 28 June 2019
	 
	USD 10,000,000.00

	28 June 2019- 27 September 2019
	 
	USD 10,000,000.00

	27 September 2019- 27 December 2019
	 
	USD 10,000,000.00

	27 December 2019- 27 March 2020
	 
	USD 10,000,000.00






All dates are subject to adjustment in accordance with the Modified Following Business Day Convention