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 &nb
