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Exhibit 10.1
FIRST
AMENDMENT
to
ASSET PURCHASE AGREEMENT
among
KADANT COMPOSITES LLC,
KADANT INC.,
LDI COMPOSITES CO.
and
LIBERTY DIVERSIFIED INDUSTRIES, INC.
dated
as of
October
10, 2006
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This
First Amendment to Asset Purchase Agreement is made and
entered into as of October 10, 2006, among KADANT
COMPOSITES LLC , a Delaware limited liability company
(“ Seller ”), KADANT
INC. , a Delaware corporation (“
Kadant ”), LDI COMPOSITES
CO. , a Minnesota corporation (“
Buyer ”), and LIBERTY
DIVERSIFIED INDUSTRIES, INC. , a Minnesota
corporation, and parent corporation of Buyer (“
Buyer Parent ”). Capitalized
terms used herein and not otherwise defined shall have the
meaning ascribed to them in the Agreement (defined
below).
WHEREAS , effective October 21, 2005, the parties entered
into that certain Asset Purchase Agreement (the “
Agreement ”) pursuant to which Seller sold
to Buyer all of the tangible and intangible assets of Seller other
than the Excluded Assets (as defined therein), and Buyer purchased
the same on the terms set forth therein.
WHEREAS , the parties wish to amend certain of the
provisions, covenants and obligations under the Agreement in
accordance with the terms and conditions of this
Amendment;
NOW , THEREFORE , in consideration of the
covenants and agreements hereinafter set forth, the parties hereto
agree as follows:
1.
Amendment to Section 10 of Agreement
. Section 10(a) of the Agreement is hereby to
provide the following additional provision:
“(iv) During
Buyer's Administration Period, warranty claimants
were sent notices (the “Warranty Notices”)
that their claims would be remedied (the
remedy specified in the Warranty Notices being
referred to as the “Approved Warranty
Claims”) but such Approved Warranty Claims were not
remedied before the Warranty Fund was fully committed.
Seller agrees to honor a
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