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Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (440K) Doc #1919732: Click preview link for longer preview. ADVANTUS EQUITY FUNDS [ADVANTUS(TM) CAPITAL MANAGEMENT LOGO] ANNUAL REPORT TO SHAREHOLDERS DATED JULY 31, 2003 ADVANTUS CORNERSTONE FUND, INC. A LARGE COMPANY VALUE FUND ADVANTUS ENTERPRISE FUND, INC. A SMALL COMPANY GROWTH FUND ADVANTUS HORIZON FUND, INC. A LARGE COMPANY GROWTH FUND ADVANTUS INDEX 500 FUND, INC. A LARGE COMPANY INDEX FUND ADVANTUS REAL ESTATE SECURITIES FUND, INC. A REAL ESTATE - RELATED SECURITIES FUND ADVANTUS VENTURE FUND, INC. A SMALL COMPANY VALUE FUND CUT DOWN PAPERWORK, NOT TREES ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . . 1919732	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Annual Report to Shareholders: Kadant, Inc – 186,500 --------------- Machinery (5.5%) 21,200 AGCO Corporation (b) 406,616 3,700 Denison International PLC (b) (c) 76,738 68,200 JLG Industries, Inc. 613,118 28,400 Kadant, Inc . (b) 562,604 15,300 Manitowoc Company 348,840 12,300 Regal-Beloit Corporation (b) 249,690 10,800 Terex Corporation (b) 231,660 76,900 Wabtec Corporation 1, _____________ dt 1330381 ; AMD Advanced Micro Devices, Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Advanced Micro Devices, Inc. – 925 --------------- 34,841 --------------- {/TABLE} See accompanying notes to investments in securities. 60 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------------- {S} {C} TECHNOLOGY--CONTINUED Electronic Components-Semiconductor (3.5%) 1,184 Advanced Micro Devices, Inc. (b) $ 8,643 1,343 Altera Corporation (b) 25,839 1,352 Analog Devices, Inc. (b) 51,308 6,009 Applied Materials, Inc. (b) 117,176 1,034 Applied _____________ dt 1469448 ; Aeropostale Aeropostale, Inc. ( Apparel ) As referenced in this Annual Report to Shareholders: Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098 ------------ Distribution Durables (.9%) 17,100 MSC Industrial Direct Company 344,565 ------------ Publishing (.8%) 10,100 Scholastic Corporation (b) 294,617 ------------ Retail (9.9%) 15,000 Aeropostale, Inc. (b) 392,250 21,700 American Eagle Outfitters (b) 480,872 15,700 AnnTaylor Stores Corporation (b) 443,525 {/TABLE} See accompanying notes to investments in securities. 39 {PAGE} { _____________ dt 1440248 ;	AFLAC AFLAC Inc. ( Accident & Health Insurance ) As referenced in this Annual Report to Shareholders: Aflac, Inc – Financial Corporation (b) 10,113 1,740 SLM Corporation 72,140 ------------ 1,096,736 ------------ Insurance (5.0%) 920 ACE, Ltd. (c) 30,351 590 Aetna, Inc. 36,356 1,847 Aflac, Inc . 59,252 396 AMBAC Financial Group, Inc. 26,085 9,559 American International Group 613,687 1,132 AON Corporation 27,225 712 Chubb Corporation 46,138 543 Cigna _____________ dt 1439498 ; Agrium Agrium Inc. ( Chemical Manufacturing ) As referenced in this Annual Report to Shareholders: Agrium, – C} {C} Argosy Gaming Company 50,200 $ 1,164,640 1.9% Technitrol, Inc. 61,400 1,152,478 1.8% Wabtec Corporation 76,900 1,135,044 1.8% Agrium, Inc. 96,500 1,080,800 1.7% The Reader's Digest Association, Inc. 74,500 967,010 1.5% Veeco Instruments, Inc. 49,800 938,232 1.5% _____________ Agrium, – TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------------- {S} {C} COMMON STOCK (97.0%) BASIC MATERIALS (11.0%) Agriculture Products (.4%) 8,800 Bunge, Ltd. $ 263,560 --------------- Chemicals (4.2%) 96,500 Agrium, Inc. (c) 1,080,800 9,600 Ferro Corporation 208,896 29,200 IMC Global, Inc. 213,452 23,000 Methanex Corporation (c) 212,980 9,100 Minerals Technologies, _____________ dt 1541358 ; More...
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (449K) Doc #1919815: Click preview link for longer preview. ADVANTUS EQUITY FUNDS [LOGO] ANNUAL REPORT TO SHAREHOLDERS DATED JULY 31, 2002 ADVANTUS CORNERSTONE FUND, INC. A LARGE COMPANY VALUE FUND ADVANTUS ENTERPRISE FUND, INC. A SMALL COMPANY GROWTH FUND ADVANTUS HORIZON FUND, INC. A LARGE COMPANY GROWTH FUND ADVANTUS INDEX 500 FUND, INC. A LARGE COMPANY INDEX FUND ADVANTUS REAL ESTATE SECURITIES FUND, INC. A REAL ESTATE - RELATED SECURITIES FUND ADVANTUS VENTURE FUND, INC. A SMALL COMPANY VALUE FUND CUT DOWN PAPERWORK, NOT TREES Advantus now offers e-delivery of prospectuses, annual and semi-annual reports. To find out more, call Advantus Shareholder Services at (800) 665-6005. ADVANTUS EQUITY FUNDS TABLE OF CONTENTS PERFORMANCE UPDATES Cornerstone Fund 3 Enterprise Fund 7 Horizon Fund 12 Index 500 Fund 18 Real Estate Securities Fund 22 Venture Fund 27 INVESTMENTS IN SECURITIES Cornerstone Fund 31 Enterprise Fund 37 Horizon Fund 42 Index 500 Fund 48 Real Estate Securities Fund 65 Venture Fund 68 FINANCIAL STATEMENTS Statements of Assets and Liabilities 76 Statements of Operations 80 Statements of Changes in Net Assets 84 Notes to Financial Statements 90 INDEPENDENT AUDITORS' REPORT 117 FEDERAL INCOME TAX INFORMATION 118 DIRECTORS AND EXECUTIVE OFFICERS 120 SHAREHOLDER SERVICES 122 LETTER FROM THE PRESIDENT [PHOTO OF DIANNE ORBISON] Dear Shareholders: It's been a very eventful year in the economy and the markets. We've seen a major rally in the bond market, and a major sell off in stocks. Negative events, questionable earnings reports, and unscrupulous corporate leadership is a lot of weight for the stock market to carry. Investors are still not confident that the market can bear the load, which contributed to the stock sell off during the first half of the year. A flight to quality is still underway, and this is not unusual when political, social, and economic events hold uncertainty. In the period ended July 31, 2002, strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference in returns between stocks and bonds, as measured by these two benchmark indices, was near record levels. We believe the capital markets will continue to be volatile and suggest that investors adjust their expectations for a time-specific market recovery. Current market conditions didn't happen overnight, and it has taken longer than expected for a sustainable recovery to surface. Although most segments of the stock market were down at the end of our reporting period, we believe valuations are fair and better than they have been in six months. The economy is growing, albeit slowly. We expect that U.S. growth, as measured by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still easy, and we expect no changes from the Federal Reserve in the near term. Inflation is running less than two percent annually with little, if any, increase expected. Also, the underlying strength of the U.S. economy remains solid. The weakness of the dollar, however, may benefit investors considering a greater allocation to international investments. Consider having a periodic conversation with your financial advisor about your goals, risk tolerance, and allocation strategy. You will notice that all Advantus equity funds are included in this report. The remaining Advantus Funds (fixed income and balanced) will be published in an annual report to be dated September 30, 2002. We have combined the reports for the funds into two mailings to achieve economies of scale in report preparation and mailing. We are also moving forward with plans to combine Advantus Funds prospectuses in the same way and for the same reasons. This is my first letter to you as President of the Advantus Funds. Bill Westhoff, former President and investment management veteran, retired in late July, 2002 after 31 years of service to shareholders. I look forward to communicating with 1 you on a regular basis and bringing you news of the economy, markets, and Advantus. Sincerely, /s/ Dianne Orbison Dianne Orbison President, Advantus Funds *The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers the U.S. investment grade fixed rate bond market. The index includes government and corporate securities, agency mortgage pass-through securities and asset backed securities. 1919815	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Annual Report to Shareholders: Kadant, Inc – Corporation (b) 366,257 24,600 Denison International PLC (b)(c) 393,600 19,500 Hanover Compressor Company (b) 171,795 54,600 JLG Industries, Inc. 491,400 20,800 Kadant, Inc . (b) 296,400 20,100 Kulicke and Soffa Industries, Inc. (b) 132,258 6,500 Lindsay Manufacturing Company 140,400 89,700 Wabtec Corporation 1,122,147 ---------- 3,522, _____________ dt 1330382 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Adaptec, Inc – Renal Care Group, Inc. (b) 405,000 ------------- 1,877,626 ------------- TECHNOLOGY (14.7%) Communications Equipment (.3%) 89,100 Openwave Systems, Inc. (b) 89,100 ------------- Computer Networking (2.1%) 39,100 Adaptec, Inc . (b) 230,690 42,500 Legato Systems, Inc. (b) 114,750 40,250 Radiant Systems, Inc. (b) 313,950 ------------- 659,390 ------------- Computer Services & Software (7.0%) 30,600 Agile _____________ dt 1515926 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000 ------------- 1,877,626 ------------- TECHNOLOGY (14.7%) Communications Equipment (.3%) 89,100 Openwave Systems, Inc. (b) 89,100 ------------- Computer Networking (2.1%) 39,100 Adaptec, Inc. (b) 230,690 42,500 Legato Systems, Inc. (b) 114,750 40,250 Radiant Systems, Inc. (b) 313,950 ------------- 659,390 ------------- Computer Services & Software (7.0%) 30,600 Agile _____________ dt 1457199 ;	Aeroflex Aeroflex Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000 ------------- 2,170,305 ------------- Data Processing (1.6%) 30,304 Documentum, Inc. (b) 490,828 ------------- Electrical Defense (1.0%) 40,300 Aeroflex, Inc. (b) 306,280 ------------- {/TABLE} See accompanying notes to investments in securities. 40 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------- {S} {C} TECHNOLOGY--CONTINUED Electrical Instruments (--) 51,700 APW, Ltd. ( _____________ dt 1459645 ; Affymetrix Affymetrix, Inc. ( Biotechnology & Drugs ) As referenced in this Annual Report to Shareholders: Affymetrix, Inc – 128 2.2% Lifepoint Hospitals, Inc. 17,600 599,280 2.2% CACI International, Inc. 17,200 589,616 2.1% Education Management Corporation 13,800 550,758 2.0% Affymetrix, Inc . 30,100 537,285 1.9% ---------- ----- $6,195,635 22.3% ========== ==== {/TABLE} [CHART] {TABLE} {S} {C} Cash and Other Assets/Liabilities (10.9%) Transportation (1.0%) Basic Materials (1. _____________ Affymetrix, Inc – 6,100 Affiliated Managers Group (b) 288,042 ------------- Savings and Loans (1.1%) 15,000 IndyMac Bancorp, Inc. (b) 330,750 ------------- HEALTH CARE (24.8%) Biotechnology (3.0%) 30,100 Affymetrix, Inc . (b) 537,285 14,800 Lynx Therapeutics, Inc. (b) 14,652 11,800 Scios, Inc. (b) 370,048 ------------- 921,985 ------------- Drugs (4.9%) 12,600 Cubist Pharmaceuticals, Inc. (b) _____________ dt 1551693 ; More...
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (440K) Doc #1922157: Click preview link for longer preview. ADVANTUS EQUITY FUNDS [ADVANTUS(TM) CAPITAL MANAGEMENT LOGO] ANNUAL REPORT TO SHAREHOLDERS DATED JULY 31, 2003 ADVANTUS CORNERSTONE FUND, INC. A LARGE COMPANY VALUE FUND ADVANTUS ENTERPRISE FUND, INC. A SMALL COMPANY GROWTH FUND ADVANTUS HORIZON FUND, INC. A LARGE COMPANY GROWTH FUND ADVANTUS INDEX 500 FUND, INC. A LARGE COMPANY INDEX FUND ADVANTUS REAL ESTATE SECURITIES FUND, INC. A REAL ESTATE - RELATED SECURITIES FUND ADVANTUS VENTURE FUND, INC. A SMALL COMPANY VALUE FUND CUT DOWN PAPERWORK, NOT TREES ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . . 1922157	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Annual Report to Shareholders: Kadant, Inc – 186,500 --------------- Machinery (5.5%) 21,200 AGCO Corporation (b) 406,616 3,700 Denison International PLC (b) (c) 76,738 68,200 JLG Industries, Inc. 613,118 28,400 Kadant, Inc . (b) 562,604 15,300 Manitowoc Company 348,840 12,300 Regal-Beloit Corporation (b) 249,690 10,800 Terex Corporation (b) 231,660 76,900 Wabtec Corporation 1, _____________ dt 1330383 ; AMD Advanced Micro Devices, Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Advanced Micro Devices, Inc. – 925 --------------- 34,841 --------------- {/TABLE} See accompanying notes to investments in securities. 60 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------------- {S} {C} TECHNOLOGY--CONTINUED Electronic Components-Semiconductor (3.5%) 1,184 Advanced Micro Devices, Inc. (b) $ 8,643 1,343 Altera Corporation (b) 25,839 1,352 Analog Devices, Inc. (b) 51,308 6,009 Applied Materials, Inc. (b) 117,176 1,034 Applied _____________ dt 1469449 ; Aeropostale Aeropostale, Inc. ( Apparel ) As referenced in this Annual Report to Shareholders: Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098 ------------ Distribution Durables (.9%) 17,100 MSC Industrial Direct Company 344,565 ------------ Publishing (.8%) 10,100 Scholastic Corporation (b) 294,617 ------------ Retail (9.9%) 15,000 Aeropostale, Inc. (b) 392,250 21,700 American Eagle Outfitters (b) 480,872 15,700 AnnTaylor Stores Corporation (b) 443,525 {/TABLE} See accompanying notes to investments in securities. 39 {PAGE} { _____________ dt 1440249 ;	AFLAC AFLAC Inc. ( Accident & Health Insurance ) As referenced in this Annual Report to Shareholders: Aflac, Inc – Financial Corporation (b) 10,113 1,740 SLM Corporation 72,140 ------------ 1,096,736 ------------ Insurance (5.0%) 920 ACE, Ltd. (c) 30,351 590 Aetna, Inc. 36,356 1,847 Aflac, Inc . 59,252 396 AMBAC Financial Group, Inc. 26,085 9,559 American International Group 613,687 1,132 AON Corporation 27,225 712 Chubb Corporation 46,138 543 Cigna _____________ dt 1439500 ; Agrium Agrium Inc. ( Chemical Manufacturing ) As referenced in this Annual Report to Shareholders: Agrium, – C} {C} Argosy Gaming Company 50,200 $ 1,164,640 1.9% Technitrol, Inc. 61,400 1,152,478 1.8% Wabtec Corporation 76,900 1,135,044 1.8% Agrium, Inc. 96,500 1,080,800 1.7% The Reader's Digest Association, Inc. 74,500 967,010 1.5% Veeco Instruments, Inc. 49,800 938,232 1.5% _____________ Agrium, – TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------------- {S} {C} COMMON STOCK (97.0%) BASIC MATERIALS (11.0%) Agriculture Products (.4%) 8,800 Bunge, Ltd. $ 263,560 --------------- Chemicals (4.2%) 96,500 Agrium, Inc. (c) 1,080,800 9,600 Ferro Corporation 208,896 29,200 IMC Global, Inc. 213,452 23,000 Methanex Corporation (c) 212,980 9,100 Minerals Technologies, _____________ dt 1541360 ; More...
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (449K) Doc #1922269: Click preview link for longer preview. ADVANTUS EQUITY FUNDS [LOGO] ANNUAL REPORT TO SHAREHOLDERS DATED JULY 31, 2002 ADVANTUS CORNERSTONE FUND, INC. A LARGE COMPANY VALUE FUND ADVANTUS ENTERPRISE FUND, INC. A SMALL COMPANY GROWTH FUND ADVANTUS HORIZON FUND, INC. A LARGE COMPANY GROWTH FUND ADVANTUS INDEX 500 FUND, INC. A LARGE COMPANY INDEX FUND ADVANTUS REAL ESTATE SECURITIES FUND, INC. A REAL ESTATE - RELATED SECURITIES FUND ADVANTUS VENTURE FUND, INC. A SMALL COMPANY VALUE FUND CUT DOWN PAPERWORK, NOT TREES Advantus now offers e-delivery of prospectuses, annual and semi-annual reports. To find out more, call Advantus Shareholder Services at (800) 665-6005. ADVANTUS EQUITY FUNDS TABLE OF CONTENTS PERFORMANCE UPDATES Cornerstone Fund 3 Enterprise Fund 7 Horizon Fund 12 Index 500 Fund 18 Real Estate Securities Fund 22 Venture Fund 27 INVESTMENTS IN SECURITIES Cornerstone Fund 31 Enterprise Fund 37 Horizon Fund 42 Index 500 Fund 48 Real Estate Securities Fund 65 Venture Fund 68 FINANCIAL STATEMENTS Statements of Assets and Liabilities 76 Statements of Operations 80 Statements of Changes in Net Assets 84 Notes to Financial Statements 90 INDEPENDENT AUDITORS' REPORT 117 FEDERAL INCOME TAX INFORMATION 118 DIRECTORS AND EXECUTIVE OFFICERS 120 SHAREHOLDER SERVICES 122 LETTER FROM THE PRESIDENT [PHOTO OF DIANNE ORBISON] Dear Shareholders: It's been a very eventful year in the economy and the markets. We've seen a major rally in the bond market, and a major sell off in stocks. Negative events, questionable earnings reports, and unscrupulous corporate leadership is a lot of weight for the stock market to carry. Investors are still not confident that the market can bear the load, which contributed to the stock sell off during the first half of the year. A flight to quality is still underway, and this is not unusual when political, social, and economic events hold uncertainty. In the period ended July 31, 2002, strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference in returns between stocks and bonds, as measured by these two benchmark indices, was near record levels. We believe the capital markets will continue to be volatile and suggest that investors adjust their expectations for a time-specific market recovery. Current market conditions didn't happen overnight, and it has taken longer than expected for a sustainable recovery to surface. Although most segments of the stock market were down at the end of our reporting period, we believe valuations are fair and better than they have been in six months. The economy is growing, albeit slowly. We expect that U.S. growth, as measured by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still easy, and we expect no changes from the Federal Reserve in the near term. Inflation is running less than two percent annually with little, if any, increase expected. Also, the underlying strength of the U.S. economy remains solid. The weakness of the dollar, however, may benefit investors considering a greater allocation to international investments. Consider having a periodic conversation with your financial advisor about your goals, risk tolerance, and allocation strategy. You will notice that all Advantus equity funds are included in this report. The remaining Advantus Funds (fixed income and balanced) will be published in an annual report to be dated September 30, 2002. We have combined the reports for the funds into two mailings to achieve economies of scale in report preparation and mailing. We are also moving forward with plans to combine Advantus Funds prospectuses in the same way and for the same reasons. This is my first letter to you as President of the Advantus Funds. Bill Westhoff, former President and investment management veteran, retired in late July, 2002 after 31 years of service to shareholders. I look forward to communicating with 1 you on a regular basis and bringing you news of the economy, markets, and Advantus. Sincerely, /s/ Dianne Orbison Dianne Orbison President, Advantus Funds *The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers the U.S. investment grade fixed rate bond market. The index includes government and corporate securities, agency mortgage pass-through securities and asset backed securities. 1922269	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Annual Report to Shareholders: Kadant, Inc – Corporation (b) 366,257 24,600 Denison International PLC (b)(c) 393,600 19,500 Hanover Compressor Company (b) 171,795 54,600 JLG Industries, Inc. 491,400 20,800 Kadant, Inc . (b) 296,400 20,100 Kulicke and Soffa Industries, Inc. (b) 132,258 6,500 Lindsay Manufacturing Company 140,400 89,700 Wabtec Corporation 1,122,147 ---------- 3,522, _____________ dt 1330384 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Adaptec, Inc – Renal Care Group, Inc. (b) 405,000 ------------- 1,877,626 ------------- TECHNOLOGY (14.7%) Communications Equipment (.3%) 89,100 Openwave Systems, Inc. (b) 89,100 ------------- Computer Networking (2.1%) 39,100 Adaptec, Inc . (b) 230,690 42,500 Legato Systems, Inc. (b) 114,750 40,250 Radiant Systems, Inc. (b) 313,950 ------------- 659,390 ------------- Computer Services & Software (7.0%) 30,600 Agile _____________ dt 1515928 ; Adaptec Adaptec Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000 ------------- 1,877,626 ------------- TECHNOLOGY (14.7%) Communications Equipment (.3%) 89,100 Openwave Systems, Inc. (b) 89,100 ------------- Computer Networking (2.1%) 39,100 Adaptec, Inc. (b) 230,690 42,500 Legato Systems, Inc. (b) 114,750 40,250 Radiant Systems, Inc. (b) 313,950 ------------- 659,390 ------------- Computer Services & Software (7.0%) 30,600 Agile _____________ dt 1457201 ;	Aeroflex Aeroflex Inc. ( Semiconductors ) As referenced in this Annual Report to Shareholders: Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000 ------------- 2,170,305 ------------- Data Processing (1.6%) 30,304 Documentum, Inc. (b) 490,828 ------------- Electrical Defense (1.0%) 40,300 Aeroflex, Inc. (b) 306,280 ------------- {/TABLE} See accompanying notes to investments in securities. 40 {PAGE} {TABLE} {CAPTION} MARKET SHARES VALUE(a) ------ --------- {S} {C} TECHNOLOGY--CONTINUED Electrical Instruments (--) 51,700 APW, Ltd. ( _____________ dt 1459646 ; Affymetrix Affymetrix, Inc. ( Biotechnology & Drugs ) As referenced in this Annual Report to Shareholders: Affymetrix, Inc – 128 2.2% Lifepoint Hospitals, Inc. 17,600 599,280 2.2% CACI International, Inc. 17,200 589,616 2.1% Education Management Corporation 13,800 550,758 2.0% Affymetrix, Inc . 30,100 537,285 1.9% ---------- ----- $6,195,635 22.3% ========== ==== {/TABLE} [CHART] {TABLE} {S} {C} Cash and Other Assets/Liabilities (10.9%) Transportation (1.0%) Basic Materials (1. _____________ Affymetrix, Inc – 6,100 Affiliated Managers Group (b) 288,042 ------------- Savings and Loans (1.1%) 15,000 IndyMac Bancorp, Inc. (b) 330,750 ------------- HEALTH CARE (24.8%) Biotechnology (3.0%) 30,100 Affymetrix, Inc . (b) 537,285 14,800 Lynx Therapeutics, Inc. (b) 14,652 11,800 Scios, Inc. (b) 370,048 ------------- 921,985 ------------- Drugs (4.9%) 12,600 Cubist Pharmaceuticals, Inc. (b) _____________ dt 1551694 ; More...
Preview Full Doc	2006	Asset Purchase Agreement Asset Purchase Agreement (65K) Doc #1069749: Click preview link for longer preview. ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT Exhibit 2.3 Asset Purchase Agreement Between Jining Huayi Light Industry Machinery Co., Ltd. (as Seller) and Kadant Jining Light Machinery Co. Ltd. (as Buyer) Table of Contents Article Heading Preamble Article 1 Object of Sale and Purchase, Liabilities and Facilities Article 2 Assignability, Consents and Release of Mortgages Article 3 Transfer of Intellectual Property and Production Know-how Article 4 . . . 1069749	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Asset Purchase Agreement: Kadant Inc – Huayi”) Preamble Whereas, Huayi is a manufacturer of machinery for paper mills and compound fertilizer companies in Shandong and has established a market and sales network throughout China; Whereas, Kadant Inc . (“Kadant”) is a Delaware corporation with its address One Acton Place, Suite 202, Acton, Massachusetts 01720 United States of America (“USA”). Kadant is a major _____________ Kadant Inc – and Huayi Business. Article 9 Kadant WFOE Representation and Warranties Kadant WFOE represents, warrants and guarantees: 9.1 Kadant WFOE and its affiliates will be the only entities invested by Kadant Inc . to manufacture and subcontract stock-preparation equipment for use in the pulp and paper industry in China for ten years as of November 3rd 2005. 9.2 offer employment _____________ Kadant Inc – the inventory. Article 14 Effectiveness of the Agreement 14.1 This Agreement shall become effective on the date this Agreement has been signed by duly authorized representatives of Huayi and Kadant Inc . on behalf of the Kadant WFOE (hereinafter the “Effectiveness Date” or “Effectiveness”). 14.2 Within 30 days of the Effectiveness Date, the following shall have _____________ Kadant Inc – in accordance with Huayi’s articles of association then valid, which approve this Agreement and the stipulations contained therein; 26 (b) Huayi will have received a written resolution of Kadant Inc .’s board of directors in accordance with Kadant Inc.’s Certificate of Incorporation then valid, which agrees to and approves this Agreement and the stipulations contained therein; _____________ Kadant Inc – valid, which approve this Agreement and the stipulations contained therein; 26 (b) Huayi will have received a written resolution of Kadant Inc.’s board of directors in accordance with Kadant Inc .’s Certificate of Incorporation then valid, which agrees to and approves this Agreement and the stipulations contained therein; Article 15 Termination 15.1 This Agreement and the transactions _____________ dt 1330373
Preview Full Doc	2001	Certificate of Amendment Certificate of Amendment (13K) Doc #427985: Click preview link for longer preview. CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF KADANT INC. KADANT INC. (the "Corporation"), organized and existing under and by virtue of the General Law of the State of Delaware, does hereby certify as follows: At a meeting of the Board of Directors of the Corporation held on September 28, 2000, the Board of Directors duly adopted resolutions pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth amendments to the Certificate of Incorporation of the Corporation, as amended (the "Certificate of Incorporation"), and declaring said amendments to be advisable. The stockholders of the Corporation duly approved, pursuant to said Section 242, said proposed amendments at the Corporation's Annual Meeting of Stockholders held on May 15, 2001. The resolutions setting forth the amendments to the Certificate of Incorporation are as follows: RESOLVED: That, subject to stockholder approval, Section B(1) of Article -------- NINTH of the Certificate of Incorporation be deleted in its entirety and replaced with the following paragraph: "NINTH. In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation's By-laws. The affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present shall be required to adopt, amend, alter or repeal the Corporation's By-laws. In addition to any other vote of the holders of any class or series required by law or this certificate of incorporation, the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required for the stockholders to adopt, amend, alter or repeal the Corporation's By-laws. RESOLVED: That, subject to stockholder approval, the introduction to Article -------- NINTH and Section (A)(1) of Article NINTH of the Certificate of Incorporation be deleted in their entirety and replaced by the following introduction and paragraphs: This Article NINTH is inserted for the management of the business and for the conduct of the affairs of the Corporation. 427985	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Certificate of Amendment: KADANT INC – TYPE}EX-4.1 {SEQUENCE}3 {FILENAME}dex41.txt {DESCRIPTION}CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORP {TEXT} {PAGE} EXHIBIT 4.1 ----------- CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF KADANT INC . KADANT INC. (the "Corporation"), organized and existing under and by virtue of the General Law of the State of Delaware, does hereby certify as follows: At a meeting of _____________ KADANT INC – 4.1 {SEQUENCE}3 {FILENAME}dex41.txt {DESCRIPTION}CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORP {TEXT} {PAGE} EXHIBIT 4.1 ----------- CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF KADANT INC. KADANT INC . (the "Corporation"), organized and existing under and by virtue of the General Law of the State of Delaware, does hereby certify as follows: At a meeting of the Board _____________ KADANT INC – 2001. *** -4- {PAGE} IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its President and Chief Executive Officer this 3rd day of August, 2001. KADANT INC** . By: /s/ Sandra L. Lambert ------------------------------- Sandra L. Lambert Secretary -5- {/TEXT} {/DOCUMENT} _____________ dt 1330362
Full Doc	2003	Consent of Independent Auditor Consent of Independent Auditor (1K) Doc #427955: This document is immediately available for purchase, but does not have a preview available for viewing. 427955	Kadant Kadant Inc. ( Capital Goods )
Preview Full Doc	2005	Credit Agreement Credit Agreement (418K) Doc #1069769: Click preview link for longer preview. Exhibit 99.1 Execution Copy $85,000,000 CREDIT AGREEMENT among KADANT INC., as Borrower, The Foreign Subsidiary Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 9, 2005 J.P. MORGAN SECURITIES INC., as Lead Arranger and Bookrunner TABLE OF CONTENTS Page SECTION 1. DEFINITIONS . . . 1069769	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Credit Agreement: KADANT INC – CREDIT AGREEMENT Exhibit 99.1 Execution Copy $85,000,000 CREDIT AGREEMENT among KADANT INC ., as Borrower, The Foreign Subsidiary Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative _____________ KADANT INC – special Wisconsin counsel to Kadant Grantek Inc. F Form of Exemption Certificate G Form of Joinder Agreement CREDIT AGREEMENT (this “Agreement”), dated as of May 9, 2005, among KADANT INC ., a Delaware corporation (the “Borrower”), the Foreign Subsidiary Borrowers from time to time parties hereto, the several banks and other financial institutions or entities from time to _____________ Kadant Inc – an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto: Borrower: Kadant Inc . 1 Acton Place, Suite 202 Acton, MA 01720 Attention: Chief Financial Officer, Treasurer and Chief Legal Officer Telecopy: (978) 635-1593 Telephone: (978) 776-2000 Administrative Agent: JPMorgan Chase _____________ KADANT INC – WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their 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 & Chief Financial Officer JPMORGAN CHASE BANK, N.A., as Administrative Agent _____________ KADANT INC – Regional Enterprises Director US BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ DEREK S. ROUDEBUSH Name: Derek S. Roudebush Title: Vice President EXHIBIT A GUARANTEE AND PLEDGE AGREEMENT made by KADANT INC . and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 9, 2005 TABLE OF CONTENTS Page SECTION 1. DEFINED _____________ dt 1330375 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York, – rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by _____________ dt 1586073 ; Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Credit Agreement: BARCLAYS BANK PLC, – President & Chief Financial Officer JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender By: /s/ PETER M. KILLEA Name: Peter M. Killea Title: Vice President 80 BARCLAYS BANK PLC, as a Lender By: /s/ John Davey Name: John Davey Title: Director CITIZENS BANK OF MASSACHUSETTS, as a Lender By: /s/ WILLIAM E. LINGARD Name: William E. Lingard Title: _____________ dt 1402822 ;	J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Credit Agreement: J.P. MORGAN SECURITIES INC – from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 9, 2005 J.P. MORGAN SECURITIES INC ., as Lead Arranger and Bookrunner TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 22 1.3 Currency Conversion 22 _____________ dt 1493309 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Credit Agreement: JPMORGAN CHASE BANK, – 85,000,000 CREDIT AGREEMENT among KADANT INC., as Borrower, The Foreign Subsidiary Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 9, 2005 J.P. MORGAN SECURITIES INC., as Lead Arranger and Bookrunner TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 _____________ JPMORGAN CHASE BANK, – Subsidiary Borrowers from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent. The parties hereto hereby agree as follows: SECTION 1. DEFINITIONS 1.1 Defined Terms. As used in this Agreement, the terms listed in this _____________ JPMorgan Chase Bank, – effect on such day plus ½ of 1%. For purposes hereof: “Prime Rate” shall mean the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest _____________ JPMorgan Chase Bank, – A. as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate _____________ JPMorgan Chase Bank, – and annexes thereto and all side letters and agreements affecting, or relating to, the terms thereof. “Adjustment Date”: as defined in the Pricing Grid. “Administrative Agent”: JPMorgan Chase Bank, N.A., together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together _____________ dt 1406229 ; More...
Full Doc	2004	Directors Restricted Stock Plan Directors Restricted Stock Plan (13K) Doc #427941: This document is immediately available for purchase, but does not have a preview available for viewing. 427941	Kadant Kadant Inc. ( Capital Goods )
Preview Full Doc	2002	Directors Restricted Stock Plan Directors Restricted Stock Plan (15K) Doc #427968: Click preview link for longer preview. KADANT INC. DIRECTORS RESTRICTED STOCK PLAN 1. PURPOSE The purpose of this Directors Restricted Stock Plan is to further align the interest of the Directors of Kadant Inc. (the "Company") with its stockholders, by enabling the Directors to acquire and hold shares of the Company's common stock in lieu of receiving cash compensation for their service as Directors, subject to certain conditions contained in the Plan. 2. DEFINITIONS (a) "Board" means the Board of Directors of the Company. (b) "Change in Control" means an event or occurrence set forth in any one or more of subsections (1) through (4) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection): (1) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (i) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iii) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (3) of this Section (b); or (2) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term "Continuing Director" means at any date a member of the Board (i) who was a member of the Board on the date of the approval of this Plan or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (3) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a "Business Combination"), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own,directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such 427968	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Directors Restricted Stock Plan: KADANT INC – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}kai1q2002exhibit10.txt {TEXT} Exhibit 10 KADANT INC . DIRECTORS RESTRICTED STOCK PLAN 1. PURPOSE The purpose of this Directors Restricted Stock Plan is to further align the interest of the Directors of Kadant Inc. (the "Company") with _____________ Kadant Inc – txt {TEXT} Exhibit 10 KADANT INC. DIRECTORS RESTRICTED STOCK PLAN 1. PURPOSE The purpose of this Directors Restricted Stock Plan is to further align the interest of the Directors of Kadant Inc . (the "Company") with its stockholders, by enabling the Directors to acquire and hold shares of the Company's common stock in lieu of receiving cash compensation for their service _____________ Kadant Inc – complete liquidation or dissolution of the Company. (c) "Committee" means a committee of at least two non-employee Directors designated by the Board to administer this Plan. (d) "Company" means Kadant Inc ., a Delaware corporation. (e) "Director" means, for purposes of this Plan, members of the Company's Board of Directors who are not currently employed by the Company or an _____________ KADANT INC – provisions of the Plan shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law. 4 {PAGE} KADANT INC . DIRECTORS RESTRICTED STOCK PLAN SCHEDULE A {TABLE} {CAPTION} {S} {C} Type of Fee Director's Fee ----------- -------------- Annual (payable in quarterly installments) $10,000.00 Attendance at Regular Meeting $ 1, _____________ dt 1330358
Preview Full Doc	2006	Employment Agreement Employment Agreement (33K) Doc #1069750: Click preview link for longer preview. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT Exhibit 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of April 7, 2005, by and between Kadant Inc., a Delaware corporation with its principal place of business at One Acton Place, Acton, Massachusetts 01720 (“Kadant”), and Rudolf A. Leerentveld, residing at 988 Treasure Island Drive, Mattawan, Michigan 49071 (the “Employee”). Kadant and the Employee are referred to together herein as the “Parties.” Introduction WHEREAS, Kadant, a Delaware corporation, . . . 1069750	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Employment Agreement: Kadant Inc – EMPLOYMENT AGREEMENT Exhibit 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of April 7, 2005, by and between Kadant Inc ., a Delaware corporation with its principal place of business at One Acton Place, Acton, Massachusetts 01720 (“Kadant”), and Rudolf A. Leerentveld, residing at 988 Treasure Island Drive, _____________ Kadant Inc – A. Leerentveld 988 Treasure Island Drive Mattawan, MI 49071 Copy to: Stan Stek, Esq. Miller Canfield 99 Monroe Avenue N.W. Suite 1200 Grand Rapids, MI 49503 If to Kadant: Kadant Inc . One Acton Place Acton, MA 01720 Attention: Chief Executive Officer Copy to: Kadant Inc. One Acton Place Acton, MA 01720 Attention: General Counsel Any Party may give any notice, _____________ Kadant Inc – Miller Canfield 99 Monroe Avenue N.W. Suite 1200 Grand Rapids, MI 49503 If to Kadant: Kadant Inc. One Acton Place Acton, MA 01720 Attention: Chief Executive Officer Copy to: Kadant Inc . One Acton Place Acton, MA 01720 Attention: General Counsel Any Party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, _____________ KADANT INC – force and effect. [Remainder of Page Intentionally Left Blank.] -7- IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first set forth above. KADANT INC . By: /s/ William A. Rainville Name: William A. Rainville Title: Chairman & CEO EMPLOYEE: /s/ Rudolf A. Leerentveld Rudolf A. Leerentveld -8- Exhibit A KADANT INC. Nonqualified Stock Option _____________ KADANT INC – first set forth above. KADANT INC. By: /s/ William A. Rainville Name: William A. Rainville Title: Chairman & CEO EMPLOYEE: /s/ Rudolf A. Leerentveld Rudolf A. Leerentveld -8- Exhibit A KADANT INC . Nonqualified Stock Option Agreement 1. Grant of Option. This Nonqualified Stock Option Agreement (the “Option Agreement”) contains the terms and conditions of a grant of a nonqualified _____________ dt 1330374 ;	Miller Canfield Miller, Canfield, Paddock and Stone ( Legal ) As referenced in this Employment Agreement: Miller Canfield – in each case to the intended recipient as set forth below: If to the Employee: Rudolf A. Leerentveld 988 Treasure Island Drive Mattawan, MI 49071 Copy to: Stan Stek, Esq. Miller Canfield 99 Monroe Avenue N.W. Suite 1200 Grand Rapids, MI 49503 If to Kadant: Kadant Inc. One Acton Place Acton, MA 01720 Attention: Chief Executive Officer Copy to: Kadant _____________ dt 1549535
Preview Full Doc	2001	Executive Retention Agreement Executive Retention Agreement (36K) Doc #427980: Click preview link for longer preview. EXECUTIVE RETENTION AGREEMENT THIS AGREEMENT by and between KADANT INC., a Delaware corporation (the "Company"), and _________________ (the "Executive") is made as of **, ** (the "Effective Date"). WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders; WHEREAS, the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company's key personnel without distraction from the possibility of a change in control of the Company and related events and circumstances; and NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive's employment with the Company is terminated under the circumstances described below subsequent to a Change in Control (as defined in Section 1.1). 1. Key Definitions. As used herein, the following terms shall have the following respective meanings: 1.1 "Change in Control" means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection): (a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 40% or more of either (i) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iii) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of this Section 1.1; or {PAGE} (b) such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term "Continuing Director" means at any date a member of the Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (c) the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a "Business Combination"), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company's assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the "Acquiring Corporation") in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 40% or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors; or (d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. 1.2 "Change in Control Date" means the first date during the Term (as 427980	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Executive Retention Agreement: KADANT INC – {DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}3 {FILENAME}kai201qex10-2.txt {TEXT} Exhibit 10.2 EXECUTIVE RETENTION AGREEMENT THIS AGREEMENT by and between KADANT INC ., a Delaware corporation (the "Company"), and _________________ (the "Executive") is made as of **, (the "Effective Date"). WHEREAS, the Company recognizes that, as is the case with many publicly-held _____________ KADANT INC – written instrument executed by both the Company and the Executive. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. KADANT INC** . ------------------------------------- By: William A. Rainville President and Chief Executive Officer EXECUTIVE ----------------------------------------- [NAME OF EXECUTIVE] {/TEXT} {/DOCUMENT} _____________ dt 1330360
Preview Full Doc	2005	Guarantee and Pledge Agreement Guarantee and Pledge Agreement (83K) Doc #1069771: Click preview link for longer preview. Exhibit 99.2 Execution Copy GUARANTEE AND PLEDGE AGREEMENT made by KADANT INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 9, 2005 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 3 SECTION 2. GUARANTEE OF SUBSIDIARY . . . 1069771	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Guarantee and Pledge Agreement: KADANT INC – GUARANTEE AND PLEDGE AGREEMENT Exhibit 99.2 Execution Copy GUARANTEE AND PLEDGE AGREEMENT made by KADANT INC . and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 9, 2005 TABLE OF CONTENTS Page SECTION 1. DEFINED _____________ Kadant Inc – Schedule 3 Perfection Matters Schedule 4 Jurisdictions of Organization and Chief Executive Offices ii GUARANTEE AND PLEDGE AGREEMENT GUARANTEE AND PLEDGE AGREEMENT, dated as of May 9, 2005, made by Kadant Inc . (the “Borrower”), each of the Grantors (as defined herein) signatories hereto (together with each other entity that may become a party hereto as a Grantor as provided _____________ KADANT INC – COUNTERCLAIM THEREIN. 19 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Pledge Agreement to be duly executed and delivered as of the date first above written. KADANT INC ., as a Guarantor By: /s/ THOMAS M. O’BRIEN Name: Thomas M. O’Brien Title: Executive Vice President and Chief Financial Officer KADANT BLACK CLAWSON INC., as _____________ Kadant Inc – 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 _____________ dt 1330376 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Guarantee and Pledge Agreement: JPMORGAN CHASE BANK, – GUARANTEE AND PLEDGE AGREEMENT Exhibit 99.2 Execution Copy GUARANTEE AND PLEDGE AGREEMENT made by KADANT INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 9, 2005 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions _____________ JPMorgan Chase Bank, – each of the Subsidiary Guarantors (as defined herein) signatories hereto (together with each other entity that becomes a party hereto as a Subsidiary Guarantor as provided herein), 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”) from time to _____________ JPMorgan Chase Bank, – Guarantee and Pledge Agreement dated as of May 9, 2005 (the “Agreement”), made by the Borrower, the Grantors and the Subsidiary Guarantors parties thereto for the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent. The undersigned agrees for the benefit of the Administrative Agent and the Lenders as follows: 1. The undersigned will be bound by the terms _____________ JPMorgan Chase Bank, – for Notices: Fax: Annex 1 to Guarantee and Pledge Agreement ASSUMPTION AGREEMENT, dated as of , 200 , made by (the [“Additional Grantor”] [“Additional 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 _____________ dt 1406230
Preview Full Doc	2001	Indemnification Agreement Indemnification Agreement (36K) Doc #427981: Click preview link for longer preview. KADANT INC. INDEMNIFICATION AGREEMENT This Agreement, made and entered into this th day of , * ("Agreement"), by and between Kadant Inc., a Delaware corporation (the "Company"), and * ("Indemnitee"): WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and . . . 427981	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Indemnification Agreement: KADANT INC – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}4 {FILENAME}kai201qex10-1.txt {TEXT} Exhibit 10.1 KADANT INC . INDEMNIFICATION AGREEMENT This Agreement, made and entered into this th day of , * ("Agreement"), by and between Kadant Inc., a Delaware corporation (the "Company"), and * ("Indemnitee"): WHEREAS, highly competent persons _____________ Kadant Inc – 10.1 {SEQUENCE}4 {FILENAME}kai201qex10-1.txt {TEXT} Exhibit 10.1 KADANT INC. INDEMNIFICATION AGREEMENT This Agreement, made and entered into this th day of , * ("Agreement"), by and between Kadant Inc ., a Delaware corporation (the "Company"), and * ("Indemnitee"): WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are _____________ Kadant Inc – it is so mailed: { 10 {PAGE} } (a) If to Indemnitee, to: The address shown beneath his or her signature on the last page hereof (b) If to the Company to: Kadant Inc . 245 Winter Street Waltham, MA 02451 Attn: Corporate Secretary or to such other address as may have been furnished to Indemnitee by the Company or to the Company by _____________ KADANT INC – of the subject matter contained herein is hereby terminated and cancelled. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. Attest: KADANT INC . By: ------------------------ By: ------------------------------------- Sandra L. Lambert William A. Rainville Secretary President and Chief Executive Officer INDEMNITEE ----------------------------------------- Name: Address: {/TEXT} {/DOCUMENT} _____________ dt 1330361
Full Doc	2002	Joint Filing Agreement Joint Filing Agreement (1K) Doc #427973: This document is immediately available for purchase, but does not have a preview available for viewing. 427973	Kadant Kadant Inc. ( Capital Goods )
Preview Full Doc	2006	Mortgage and Security Agreement Mortgage and Security Agreement (52K) Doc #1741443: Click preview link for longer preview. MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (this ï¿½Mortgageï¿½), dated as of the 4th day of May, 2006 is made by Kadant Inc., a Delaware corporation (the ï¿½Mortgagorï¿½), having a place of business at One Acton Place, Suite 202, Acton, Massachusetts 01720, in favor of CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank (the ï¿½Mortgageeï¿½), having its principal place of business at 28 State Street, Boston, Massachusetts 02109. RECITALS The Mortgagor has executed and delivered to the Mortgagee that certain Promissory Note of even date herewith from Kadant Inc., a . . . 1741443	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Mortgage and Security Agreement: KADANT INC – MORTGAGE AND SECURITY AGREEMENT, KADANT INC . EX-99.5 6 dex995.htm MORTGAGE AND SECURITY AGREEMENT, KADANT INC. Exhibit 99.5 MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (this Mortgage), dated as of _____________ KADANT INC – MORTGAGE AND SECURITY AGREEMENT, KADANT INC. EX-99.5 6 dex995.htm MORTGAGE AND SECURITY AGREEMENT, KADANT INC . Exhibit 99.5 MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (this Mortgage), dated as of the 4th day of May, 2006 is made by Kadant Inc., a _____________ Kadant Inc – SECURITY AGREEMENT, KADANT INC. Exhibit 99.5 MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (this Mortgage), dated as of the 4th day of May, 2006 is made by Kadant Inc ., a Delaware corporation (the Mortgagor), having a place of business at One Acton Place, Suite 202, Acton, Massachusetts 01720, in favor of CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank ( _____________ Kadant Inc – principal place of business at 28 State Street, Boston, Massachusetts 02109. RECITALS The Mortgagor has executed and delivered to the Mortgagee that certain Promissory Note of even date herewith from Kadant Inc ., a Delaware corporation (the Borrower) to the Mortgagee (together with all amendments, modifications, replacements, renewals and extensions thereof, the Note). This Mortgage, the Note, and the other Mortgages (as _____________ Kadant Inc – of any Event of Default, which phrase shall mean a default after any applicable notice and beyond any applicable cure period, under that certain $85,000,000 Credit Agreement among Kadant Inc . and JP Morgan Chase Bank as Administrative Agent, et al., dated as of May 9, 2005, and all amendments, modifications, extensions, substitutions, or replacements thereof, including, without limitation, new _____________ dt 1330377
Preview Full Doc	2006	Mortgage and Security Agreement Mortgage and Security Agreement (52K) Doc #1741445: Click preview link for longer preview. MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (this ï¿½Mortgageï¿½), dated as of the 4th day of May, 2006 is made by Kadant Web Systems Inc., a Massachusetts corporation (the ï¿½Mortgagorï¿½), having a place of business at 35 Sword Street, Auburn, Massachusetts 01501, in favor of CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank (the ï¿½Mortgageeï¿½), having its principal place of business at 28 State Street, Boston, Massachusetts 02109. RECITALS The Mortgagor has executed and delivered to the Mortgagee that certain Limited Guaranty of even date herewith (together with all . . . 1741445	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Mortgage and Security Agreement: Kadant Inc – which guaranties the payment of all amounts due, up to Four Million Five Hundred Thousand Dollars ($4,500,000.00), under that certain Promissory Note of even date herewith from Kadant Inc ., a Delaware corporation (the Borrower) to the Mortgagee (together with all amendments, modifications, replacements, renewals and extensions thereof, the Note). This Mortgage, the Guaranty, the Note, and the other _____________ Kadant Inc – of any Event of Default, which phrase shall mean a default after any applicable notice and beyond any applicable cure period, under that certain $85,000,000 Credit Agreement among Kadant Inc . and JP Morgan Chase Bank as Administrative Agent, et al., dated as of May 9, 2005, and all amendments, modifications, extensions, substitutions, or replacements thereof, including, without limitation, new _____________ Kadant Inc – Phone: (617) 227-7940 Fax: (617) 227-0781 - 15 - If to the Mortgagor to: Kadant Web Systems Inc. 35 Sword Street Auburn, Massachusetts 01501 Attn: President With a copy to: Kadant Inc . One Acton Place, Suite 202 Acton, Massachusetts 01720 Attn: Dan Walsh, Treasurer Phone: (978) 776-2020 Fax: (978) 635-1593 and to: Sandra L. Lambert Vice President, General Counsel _____________ Kadant Inc – Acton Place, Suite 202 Acton, Massachusetts 01720 Attn: Dan Walsh, Treasurer Phone: (978) 776-2020 Fax: (978) 635-1593 and to: Sandra L. Lambert Vice President, General Counsel and Secretary Kadant Inc . One Acton Place, Suite 202 Acton, Massachusetts 01720 Phone: (978) 776-2013 Fax: (978) 635-1593 Each Notice shall be effective upon being personally delivered or upon being sent _____________ dt 1330378
Preview Full Doc	2006	Mortgage and Security Agreement Mortgage and Security Agreement (52K) Doc #1741446: Click preview link for longer preview. MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (this ï¿½Mortgageï¿½), dated as of the 4th day of May, 2006 is made by Kadant Black Clawson Inc., a Delaware corporation (the ï¿½Mortgagorï¿½), having a place of business at 7312 Central Parke Boulevard, Mason, Ohio 04540, in favor of CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank (the ï¿½Mortgageeï¿½), having its principal place of business at 28 State Street, Boston, Massachusetts 02109. RECITALS The Mortgagor has executed and delivered to the Mortgagee that certain Limited Guaranty of even date herewith (together with all . . . 1741446	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Mortgage and Security Agreement: Kadant Inc – guaranties the payment of all amounts due, up to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000.00), under that certain Promissory Note of even date herewith from Kadant Inc ., a Delaware corporation (the Borrower) to the Mortgagee (together with all amendments, modifications, replacements, renewals and extensions thereof, the Note). This Mortgage, the Guaranty, the Note, and the other _____________ Kadant Inc – of any Event of Default, which phrase shall mean a default after any applicable notice and beyond any applicable cure period, under that certain $85,000,000 Credit Agreement among Kadant Inc . and JP Morgan Chase Bank as Administrative Agent, et al., dated as of May 9, 2005, and all amendments, modifications, extensions, substitutions, or replacements thereof, including, without limitation, new _____________ Kadant Inc – 617) 227-7940 Fax: (617) 227-0781 - 15 - If to the Mortgagor to: Kadant Black Clawson Inc. 7312 Central Parke Boulevard Mason, Ohio 04540 Attn: President With a copy to: Kadant Inc . One Acton Place, Suite 202 Acton, Massachusetts 01720 Attn: Dan Walsh, Treasurer Phone: (978) 776-2020 Fax: (978) 635-1593 and to: Sandra L. Lambert Vice President, General Counsel _____________ Kadant Inc – Acton Place, Suite 202 Acton, Massachusetts 01720 Attn: Dan Walsh, Treasurer Phone: (978) 776-2020 Fax: (978) 635-1593 and to: Sandra L. Lambert Vice President, General Counsel and Secretary Kadant Inc . One Acton Place, Suite 202 Acton, Massachusetts 01720 Phone: (978) 776-2013 Fax: (978) 635-1593 Each Notice shall be effective upon being personally delivered or upon being sent _____________ dt 1330379
Preview Full Doc	2006	Mortgage and Security Agreement Mortgage and Security Agreement (52K) Doc #1741447: Click preview link for longer preview. MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (this ï¿½Mortgageï¿½), dated as of the 4th day of May, 2006 is made by Kadant Johnson Inc., a Michigan corporation (the ï¿½Mortgagorï¿½), having a place of business at 805 Wood Street, Three Rivers, Michigan 49093, in favor of CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank (the ï¿½Mortgageeï¿½), having its principal place of business at 28 State Street, Boston, Massachusetts 02109. RECITALS The Mortgagor has executed and delivered to the Mortgagee that certain Limited Guaranty of even date herewith (together with all . . . 1741447	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Mortgage and Security Agreement: Kadant Inc – which guaranties the payment of all amounts due, up to Four Million One Hundred Thousand Dollars ($4,100,000.00), under that certain Promissory Note of even date herewith from Kadant Inc ., a Delaware corporation (the Borrower) to the Mortgagee (together with all amendments, modifications, replacements, renewals and extensions thereof, the Note). This Mortgage, the Guaranty, the Note, and the other _____________ Kadant Inc – of any Event of Default, which phrase shall mean a default after any applicable notice and beyond any applicable cure period, under that certain $85,000,000 Credit Agreement among Kadant Inc . and JP Morgan Chase Bank as Administrative Agent, et al., dated as of May 9, 2005, and all amendments, modifications, extensions, substitutions, or replacements thereof, including, without limitation, new _____________ Kadant Inc – Phone: (617) 227-7940 Fax: (617) 227-0781 - 15 - If to the Mortgagor to: Kadant Johnson Inc. 805 Wood Street Three Rivers, Michigan 49093 Attn: President With a copy to: Kadant Inc . One Acton Place, Suite 202 Acton, Massachusetts 01720 Attn: Dan Walsh, Treasurer Phone: (978) 776-2020 Fax: (978) 635-1593 and to: Sandra L. Lambert Vice President, General Counsel _____________ Kadant Inc – Acton Place, Suite 202 Acton, Massachusetts 01720 Attn: Dan Walsh, Treasurer Phone: (978) 776-2020 Fax: (978) 635-1593 and to: Sandra L. Lambert Vice President, General Counsel and Secretary Kadant Inc . One Acton Place, Suite 202 Acton, Massachusetts 01720 Phone: (978) 776-2013 Fax: (978) 635-1593 Each Notice shall be effective upon being personally delivered or upon being sent _____________ dt 1330380
Preview Full Doc	2003	Nonqualified Stock Option Plan [Amended and Restated] Nonqualified Stock Option Plan [Amended and Restated] (24K) Doc #192445: Click preview link for longer preview. AMENDED AND RESTATED NONQUALIFIED STOCK OPTION PLAN 1. PURPOSE This Nonqualified Stock Option Plan (the "Plan") is intended to encourage ownership of Common Stock (the "Common Stock"), of Kadant Inc. ("Company"), by persons selected by the Board of Directors (or a committee thereof) in its sole discretion, including directors, executive officers, key employees and consultants of the Company and its subsidiaries, and to provide additional incentive for them to promote the success of the business of the Company. The Plan is intended to be a nonstatutory stock option plan. 2. EFFECTIVE DATE OF THE PLAN The Plan shall become effective when adopted by the Board of Directors of the Company. 3. STOCK SUBJECT TO PLAN Subject to adjustment as provided in Section 11, the total number of shares of Common Stock reserved and available for issuance under the Plan and the Company's Incentive Stock Option Plan in the aggregate shall be 720,000 shares. Shares to be issued upon the exercise of options granted under the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. If any option expires or terminates for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for options thereafter to be granted. 4. ADMINISTRATION The Plan will be administered by the Board of Directors of the Company (the "Board"). Subject to the provisions of the Plan, the Board shall have complete authority, in its discretion, to make the following determinations with respect to each option to be granted by the Company: (a) the person to receive the option (the "Optionee"); (b) the time of granting the option; (c) the number of shares subject thereto; (d) the option price; (e) the option period; (f) the terms and conditions of options granted under the Plan (including terms and conditions relating to events of merger, consolidation, dissolution and liquidation, change of control, vesting, forfeiture, restrictions, dividends and interest, if any, on deferred amounts); (g) waive compliance by an optionee with any obligation to be performed by him or her under an option; (h) waive any term or condition of an option; (i) cancel an existing option in whole or in part with the consent of an Optionee; (j) grant replacement options; (k) accelerate the vesting or lapse of any restrictions of any option; and (l) adopt the form of instruments evidencing options under the Plan and change such forms from time to time. In making such determinations, the Board may take into account the nature of the services rendered by the Optionees, their present and potential contributions to the success of the Company and/or one or more of its subsidiaries, and such other factors as the Board in its discretion shall deem relevant. Subject to the provisions of the Plan, the Board shall also have complete authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it, to determine the terms and provisions of the respective option agreements (which need not be identical), and to make all other determinations necessary or advisable for the administration of the Plan. Any interpretation by the Board of the terms and provisions of the Plan or any Award thereunder and the administration thereof, and all action taken by the Board, shall be final, binding and conclusive on all parties and any person claiming under or through any party. No Director shall be liable for any action or determination made in good faith. The Board may, to the full extent permitted by law, delegate any or all of its responsibilities under the Plan to a committee (the "Committee") appointed by the Board and consisting of two or more members of the Board, each of whom shall be deemed a "disinterested person" within the meaning of Rule 16b-3 (or any successor rule) of the Securities Exchange Act of 1934 (the "Exchange Act"). 192445	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Nonqualified Stock Option Plan [Amended and Restated]: KADANT – TYPE}EX-10.6 {SEQUENCE}3 {FILENAME}dex106.txt {DESCRIPTION}AMENDED AND RESTATED NON QUALIFIED STOCK OPTION PLAN {TEXT} {PAGE} EXHIBIT 10.6 KADANT INC. AMENDED AND RESTATED NONQUALIFIED STOCK OPTION PLAN 1. PURPOSE This Nonqualified Stock Option Plan (the "Plan") is intended to encourage ownership of _____________ Kadant – OPTION PLAN 1. PURPOSE This Nonqualified Stock Option Plan (the "Plan") is intended to encourage ownership of Common Stock (the "Common Stock"), of Kadant Inc. ("Company"), by persons selected by the Board of Directors (or a committee thereof) in its sole discretion, including directors, executive officers, key _____________ dt 225963
Preview Full Doc	2002	Placement Agency Agreement Placement Agency Agreement (133K) Doc #427962: Click preview link for longer preview. KADANT INC. 1,300,000 Shares of Common Stock, $0.01 par value per share PLACEMENT AGENCY AGREEMENT June 14, 2002 J.P. Morgan Securities Inc. 270 Park Avenue, 17th Floor New York, NY 10017 Dear Sir or Madam: Kadant Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell 1,300,000 shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), to certain investors (collectively, the "Investors"). The Company desires to engage you as its placement agent (the "Placement Agent") in connection with such issuance and sale. The Shares are described more fully in the Registration Statement (as hereinafter defined). The Company hereby confirms as follows its agreements with the Placement Agent. 1. Agreement to Act as Placement Agent. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Placement Agent agrees to act as the Company's exclusive placement agent in connection with the issuance and sale, on a best efforts basis, by the Company of the Shares to the Investors. The Shares will have attached thereto rights (the "Rights") that, when exercisable, entitle the registered holder to purchase from the Company a unit consisting of one ten-thousandth of a share of the Company's Series A junior participating preferred stock. The Rights are to be issued pursuant to a Rights Agreement (the "Rights Agreement") dated as of August 6, 2001 between the Company and American Stock Transfer & Trust Company. Upon the occurrence of the Closing (as hereinafter defined), the Company shall pay to the Placement Agent 5.0% of the proceeds received by the Company from the sale of the Shares as set forth on the cover page of the Prospectus (as hereinafter defined). 2. Delivery and Payment. Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent, and JPMorgan Chase Bank, as escrow agent (the "Escrow Agent"), shall enter into an Escrow Agreement substantially in the form of Exhibit A attached hereto (the "Escrow Agreement"), pursuant to which an escrow account will be established, at the Company's expense, for the benefit of the Company and the Investors (the "Escrow Account"). Prior to the Closing Date (as hereinafter defined), (i) each of the Investors will deposit in the Escrow Account an amount equal to the price per Share as shown on the cover page of the Prospectus multiplied by the number of Shares to be purchased by such Investor, and (ii) the Escrow Agent will notify the Company and the Placement Agent in {PAGE} writing whether the Investors have deposited in the Escrow Account funds in the amount equal to the proceeds of the sale of all of the Shares offered hereby (the "Requisite Funds"). At 10:00 a.m., New York City time, on June 19, 2002 or at such other time on such other date as may be agreed upon by the Company and the Placement Agent but in no event prior to the date on which the Escrow Agent shall have received all of the Requisite Funds (such date is hereinafter referred to as the "Closing Date"), the Escrow Agent will disburse the Requisite Funds from the Escrow Account to the Company and the Placement Agent as provided in the Escrow Agreement and the Company shall deliver the Shares to the Investors, which delivery may be made through the facilities of the Depository Trust Company. The closing of the sale of the Shares to the Investors (the "Closing") shall take place at the office of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038. All actions taken at the Closing shall be deemed to have occurred simultaneously. Certificates evidencing the Shares shall be in definitive form and shall be registered in such names and in such denominations as the Placement Agent shall request by written notice to the Company. 3. Representations and Warranties of the Company. The Company represents and warrants to the Placement Agent that: (a) Registration Statement. The Company has filed with the Securities and Exchange Commission (the "Commission") a "shelf" registration statement on Form S-3 (Registration No. 333-88018), which has become effective, relating to the Common Stock and certain other securities of the Company, under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (collectively referred to as the "Rules and Regulations") of the Commission promulgated thereunder. The registration statement, as amended at the time it became effective, including the exhibits and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or 434(d) under the Act, is hereinafter referred to as the "Registration Statement." No stop order suspending the effectiveness of the Registration Statement has been issued and, to the Company's knowledge, no proceeding for that purpose has been initiated or threatened by the Commission. The Company, if required by the Rules and Regulations of the Commission, proposes to file the Prospectus (as defined below) with the Commission pursuant to Rule 424(b) of the Rules and Regulations. The Prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the Prospectus is not to be filed with the Commission pursuant to Rule 424(b), the Prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Placement Agent by the Company for use in connection with the offering and sale of the Shares which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Placement Agent for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereafter called a "Preliminary Prospectus." Any 2 {PAGE} reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on or before the last to occur of the effective date of the Registration Statement, the date of the Preliminary Prospectus, or the date of the Prospectus, and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference and (ii) any such document so filed. (b) Registration Statement and Prospectus. When the Registration Statement became effective, upon the filing or first delivery to the Investors of the Prospectus, as of the date hereof, and at the Closing Date, the Registration Statement (and any post-effective amendment thereto) and the Prospectus (as amended or as supplemented if the Company shall have filed with the Commission any amendment or supplement to the Registration Statement or the Prospectus) contained and will contain all statements which are required to be stated therein in accordance with the Act and the Rules and Regulations, complied and will comply in all material respects with the Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the light of the circumstances under which they were made, in the case of the Prospectus) not misleading, each Preliminary Prospectus, as of the date filed with the Commission, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that no representation or warranty is made in this Section 3(b) with respect to statements or omissions made in reliance upon and in conformity with written information furnished to the Company expressly for inclusion in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, as stated in Section 7(b) hereof. The Company has not distributed any offering material in connection with the offering and sale of the Shares, other than the Registration Statement, the Preliminary Prospectus and the Prospectus. (c) Financial Statements. The consolidated financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the absence of footnotes and normal year end adjustments), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by 3 {PAGE} reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby. (d) No Material Adverse Change. Except as set forth in or otherwise contemplated by the Registration Statement (exclusive of any amendment thereof) or the Prospectus (exclusive of any supplement thereto), since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus and prior to Closing, (i) there has not been and will not have been any change in the capital stock of the Company (except for changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise of stock options or upon the grant of restricted stock to the Company's directors, the issuance of shares pursuant to the Company's employee stock purchase plan or the Company's deferred compensation plan for directors, or the issuance of shares pursuant to the conversion of the Company's outstanding debentures) or long-term debt of the Company or any of its Subsidiaries (other than changes resulting from the repurchase by the Company of its outstanding debentures) or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, management, consolidated financial position, stockholders' equity, or results of operations of the Company and its Subsidiaries taken as a whole (a "Material Adverse Change"); (ii) neither the Company nor any of its Subsidiaries has entered or will enter into any transaction or agreement, not in the ordinary course of business, that is material to the Company and its Subsidiaries taken as a whole or incurred or will incur any liability or obligation, direct or contingent, not in the ordinary course of business, that is material to the Company and its Subsidiaries taken as a whole; and (iii) neither the Company nor any of its Subsidiaries has sustained or will sustain any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement and the Prospectus. (e) Organization. The Company and each of its Subsidiaries are, and at the Closing Date will be, duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are, and will be at the Closing Date, duly qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have, and at the Closing Date will have, all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on or affecting the business, properties, management, consolidated financial position, stockholders' equity or results of operations of the Company and its Subsidiaries taken as a whole (a "Material Adverse Effect"). The subsidiaries listed in 4 {PAGE} Schedule 1 to this Agreement (the "Subsidiaries") are the only significant subsidiaries of the Company. (f) Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other than as disclosed in or contemplated by the Registration Statement or the Prospectus, are not subject to any preemptive or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options under the Company's existing stock option plans, or changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise of stock options or the grant of restricted stock to the Company's directors, the issuance of shares pursuant to the Company's employee stock purchase plan or the Company's deferred compensation plan for directors, changes resulting from the repurchase by the Company of its outstanding debentures, or the issuance of shares pursuant to the conversion of the Company's outstanding debentures) and such authorized capital stock conforms in all material respects to the description thereof set forth in the Registration Statement and the Prospectus. The description of the securities of the Company in the Registration Statement and the Prospectus is, and at the Closing Date will be, complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, as of the date referred to therein, the Company did not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities. (g) Due Authorization and Enforceability. The Company has full legal power and authority to enter into this Agreement and the Escrow Agreement (together, the "Transaction Documents") and to consummate the transactions contemplated hereby and thereby. The Transaction Documents have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms except as rights to indemnity and contribution thereunder may be limited by federal or state securities laws and matters of public policy and except as such enforceability may be subject to the effect of applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and equitable principles of general applicability. (h) The Shares. The Shares have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be validly issued, fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights. (i) No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its 5 {PAGE} Subsidiaries is bound or to which any of the property or assets of the Company or of any of its Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (j) No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale by the Company of the Shares and the consummation by the Company of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject; (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its Subsidiaries; or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (k) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale by the Company of the Shares and the consummation by the Company of the transactions contemplated by the Transaction Documents, except for the registration of the Shares under the Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws or by the by-laws and rules of the National Association of Securities Dealers, Inc. ("NASD") or the American Stock Exchange (the "Exchange") in connection with the purchase and distribution of the Shares by the Placement Agent. (l) Legal Proceedings. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, there are no legal, governmental or regulatory actions, suits or proceedings pending, nor, to the Company's knowledge, any legal, governmental or regulatory investigations, to which the Company or any of its Subsidiaries is a party or to which any property of the Company or any of its Subsidiaries is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under the Transaction Documents; to the Company's knowledge, no such actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) to the Company's knowledge, there are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings that are required under the Act to be described in the Prospectus 6 {PAGE} that are not so described; and (ii) there are no contracts or other documents that are required under the Act to be filed as exhibits to the Registration Statement that are not so filed. (m) Independent Accountants. Arthur Andersen LLP, who have certified certain financial statements of the Company and its Subsidiaries, are independent public accountants (the "Accountants") with respect to the Company and its subsidiaries as required by the Act. (n) Title to Real and Personal Property. The Company and its Subsidiaries have good and valid title in fee simple to all items of real property and good and valid title to all personal property described in the Registration Statement or the Prospectus as being owned by them that are material to the businesses of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances and claims except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real property described in the Registration Statement or the Prospectus as being leased by the Company and its Subsidiaries that is material to the business of the Company and its Subsidiaries taken as a whole is held by them under valid, existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company or its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. (o) Title to Intellectual Property. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, the Company and its Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the "Intellectual Property"), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the Company and its Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. (p) No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its Subsidiaries, on the other, which is required by the Act to be disclosed in the Registration Statement and the Prospectus and is not so disclosed. (q) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Shares to be sold by the Company and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act 7 {PAGE} of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, "Investment Company Act"). (r) Taxes. The Company and its Subsidiaries have filed all material federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith; and, except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (s) Licenses and Permits. The Company and its Subsidiaries possess or have obtained all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement and the Prospectus (the "Permits"), except where the failure to possess, obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as disclosed in or contemplated by the Registration Statement or the Prospectus, neither the Company nor any of its Subsidiaries has received written notice of any proceeding relating to revocation or modification of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (t) No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect. (u) Compliance With Environmental Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "Environmental Laws"); (ii) have received and are in compliance with all material permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as described in the Registration Statement and the Prospectus; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (v) Compliance With ERISA. Each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and its Subsidiaries has been 8 {PAGE} maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the "Code"); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no "accumulated funding deficiency" as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions. (w) Accounting Controls. The Company and its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (x) Insurance. The Company and its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company reasonably believes are adequate for the conduct of its businesses as described in the Registration Statement and the Prospectus and the value of its properties and as is customary for companies engaged in similar businesses in similar industries. (y) No Unlawful Payments. Neither the Company nor any of its Subsidiaries has at anytime during the last five years (i) used any corporate funds for any unlawful contribution to any candidate for public office; or (ii) made any payment to any federal or state government officer or official or other person charged with similar public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof. (z) No Broker's Fees. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement and that certain Agreement between the Company and Barrington Research Associates, Inc. dated June 3, 2002) that would give rise to a valid claim against the Company or any of its Subsidiaries or the Placement Agent for a brokerage commission, finder's fee or like payment in connection with the offering and sale of the Shares. (aa) No Registration Rights. No person has the right to require the Company or any of its Subsidiaries to register any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or by reason of the issuance and sale of the Shares, except for rights which have been waived. 9 {PAGE} (bb) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares. (cc) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) (a "Forward Looking Statement") contained in the Registration Statement and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. The Forward Looking Statements incorporated by reference in the Registration Statement and the Prospectus from the Company's Annual Report on Form 10-K for the year ended December 29, 2001 and Quarterly Report on Form 10-Q for the period ending on March 30, 2002 (in each case under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations--Industry and Business Outlook" and "--Liquidity and Capital Resources") (i) are within the coverage of the safe harbor for forward looking statements set forth in Section 27A of the Act, Rule 175(b) under the Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) were made by the Company with a reasonable basis and in good faith and reflect the Company's good faith reasonable best estimate of the matters described therein, and (iii) have been prepared in accordance with Item 10 of Regulation S-K under the Act. (dd) Contracts. All such contracts to which the Company is a party have been duly authorized, executed and delivered by the Company, constitute valid and binding agreements of the Company, and are enforceable against the Company in accordance with the terms thereof, subject to the effect of applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and equitable principles of general applicability. (ee) Certificates. No statement, representation or warranty made in the certificate to be delivered to the Placement Agent pursuant to Section 6(h) below will be, when made, inaccurate, untrue or incorrect in any material respect. 4. Further Agreements of the Company. The Company covenants and agrees with the Placement Agent that: (a) Effectiveness. The Registration Statement has become effective and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to the Placement Agent promptly following such filing. (b) Amendments or Supplements. The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the Shares by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement to the Registration Statement or the Prospectus, except as required by law, unless a copy thereof shall first have been submitted to the Placement Agent within a reasonable period of time prior to the filing thereof and the Placement Agent shall not have reasonably objected thereto in good faith. 10 {PAGE} (c) Notice to Placement Agent. The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing, (1) when any post-effective amendment to the Registration Statement becomes effective, but only during the period mentioned in Section 4(b); (2) of any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or for additional information, but only during the period mentioned in Section 4(b); (3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, but only during the period mentioned in Section 4(b); (4) of becoming aware of the occurrence of any event during the period mentioned in Section 4(b) that in the judgment of the Company makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (5) of receipt by the Company of any notification with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection with the offering contemplated hereby, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Placement Agent promptly of all such filings. (d) Ongoing Compliance of the Prospectus. If, at any time when a Prospectus relating to the Shares is required to be delivered under the Act, the Company becomes aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, at any time to amend or supplement the Prospectus or the Registration Statement to comply with the Act or the Rules and Regulations, the Company will promptly notify the Placement Agent and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission, at the Company's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to the Placement Agent, without charge, such number of copies thereof as the Placement Agent may reasonably request. The Company consents to the use of the Prospectus or any amendment or supplement thereto by the Placement Agent, and the Placement Agent agrees to provide to each Investor, prior to the Closing, a copy of the Prospectus and any amendments or supplements thereto. 11 {PAGE} (e) Delivery of Copies. The Company will furnish to the Placement Agent and its counsel, without charge in New York City (i) one copy of the Registration Statement, including financial statements and schedules, and all exhibits thereto and (ii) so long as a prospectus relating to the Shares is required to be delivered under the Act, as many copies of each Preliminary Prospectus or the Prospectus or any amendment or supplement thereto as the Placement Agent may reasonably request. (f) Compliance with Undertakings. The Company will comply with all the undertakings contained in the Registration Statement. (g) Blue Sky Compliance. Prior to the sale of the Shares to the Investors, the Company will cooperate with the Placement Agent and its counsel in connection with the registration or qualification of the Shares for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the Placement Agent may reasonably request; provided, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. (h) Use of Proceeds. The Company will apply the net proceeds from the offering and sale of the Shares in the manner set forth in the Prospectus under the caption "Use of Proceeds." (i) Exchange Listing. The Company will use its best efforts to ensure that the Shares are listed on the Exchange at the time of the Closing. (j) Reports. For a period of three years from the Closing Date, the Company will furnish to the Placement Agent, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, other than any such reports or communications filed with the Commission pursuant to the Commission's EDGAR system. (k) Clear Market. For a period of 90 days after the date hereof, the Company will not (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Placement Agent, other than (i) the Shares to be sold hereunder, (ii) securities issued pursuant to stock option plans, deferred compensation plans, restricted stock plans and employee stock purchase plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement; (iii) the issuance by the Company of any shares of Common Stock as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of this Agreement, provided that each recipient of shares pursuant to this clause (iii) agrees that all such shares remain subject to restrictions 12 {PAGE} substantially similar to those contained in this subsection; or (iv) the offer, issuance or sale of any securities of the Company in exchange for any "underwater" options of the Company. 5. Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the Registration Statement (including each pre- and post-effective amendment thereto) and exhibits thereto, each Preliminary Prospectus, the Prospectus and any amendment or supplement to the Prospectus, (2) the preparation and delivery of certificates representing the Shares, (3) furnishing (including costs of shipping and mailing) such copies of the Registration Statement (including all pre- and post-effective amendments thereto), the Prospectus and any Preliminary Prospectus, and all amendments and supplements to the Prospectus, as may be requested for use in connection with the direct placement of the Shares, (4) the listing of the Common Stock on the Exchange, (5) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(g), including the reasonable fees, disbursements and other charges of counsel to the Placement Agent in connection therewith and the preparation and printing of preliminary, supplemental and final Blue Sky memoranda, (6) fees, disbursements and other charges of counsel to the Company, (7) fees and disbursements of the Accountants incurred in delivering the letter(s) described in 6(g) of this Agreement and (8) the fees of the Escrow Agent. The Company shall reimburse the Placement Agent, upon request for all reasonable out-of-pocket costs and expenses; provided, however that the Company shall not be obligated to reimburse the Placement Agent for any costs and expenses to the extent that the aggregate amount of such costs and expenses exceeds $50,000 without the Company's prior written consent. It is understood, however, that, except as provided in this Section and Sections 7 and 8(c) hereof, the Placement Agent will pay all of its own costs and expenses, including the fees of its counsel and any advertising expenses connected with any offers it may make hereunder. The Company shall not in any event be liable to the Placement Agent for loss of anticipated profits from the transactions contemplated by this Agreement. 6. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder are subject to the following conditions: (a) (i) No stop order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (ii) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (iii) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Placement Agent and the Placement Agent did not reasonably object thereto in good faith. 13 {PAGE} (b) Since the respective dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), (i) there shall not have been a Material Adverse Change whether or not arising from transactions in the ordinary course of business, in each case other than as set forth in or contemplated by the Registration Statement (exclusive of any amendment thereof) or the Prospectus (exclusive of any supplement thereto), and (ii) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement (exclusive of any amendment thereof) or the Prospectus (exclusive of any supplement thereto), if in the judgment of the Placement Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors at the public offering price. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall have been no litigation or other proceeding instituted against the Company or any of its officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, which litigation or proceeding is reasonably expected by management to have a Material Adverse Effect. (d) Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects at the Closing Date, as if made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to the Closing Date shall have been duly performed, fulfilled or complied with in all material respects. (e) The Placement Agent shall have received an opinion, dated the Closing Date, of Sandra L. Lambert, General Counsel to the Company, in form and substance reasonably satisfactory to the Placement Agent, with respect to the matters set forth in Exhibit C hereto. (f) The Placement Agent shall have received an opinion, dated the Closing Date, of Hale and Dorr LLP, outside counsel to the Company, in form and substance reasonably satisfactory to the Placement Agent, with respect to the matters set forth in Exhibit D hereto. (g) Concurrently with the execution and delivery of this Agreement, or, if the Company elects to rely on Rule 430A, on the date of the Prospectus, the Accountants shall have furnished to the Placement Agent a letter, dated the date of its delivery (the "Original Letter"), addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent, containing statements and information of the type customarily included in accountants' "comfort letters" to underwriters. At the Closing Date, the Accountants shall have furnished to the Placement Agent a letter, dated the date of its delivery, which shall confirm, on the basis of a review in accordance with the procedures set forth in the Original Letter, that nothing has come to their attention during the period from the date of the Original Letter referred to in the prior sentence to a date (specified in the letter) not more than five days prior 14 {PAGE} to the Closing Date which would require any change in the Original Letter if it were required to be dated and delivered at the Closing Date. (h) At the Closing Date, there shall be furnished to the Placement Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, each in his capacity as such, in form and substance reasonably satisfactory to the Placement Agent to the effect that each signer has carefully examined the Registration Statement and the Prospectus and that to each of such person's knowledge: (i) (A) As of the date of such certificate, (x) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein not untrue or misleading in any material respect. (ii) Each of the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as if such representations and warranties were made on the Closing Date. (iii) Each of the covenants and agreements required in this Agreement to be performed by the Company on or prior to the Closing Date and each condition required herein to be fulfilled or complied with by the Company on or prior to the Closing Date has been duly performed, fulfilled or complied with in all material respects. (iv) No stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (v) Subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change in the financial position or results of operations of the Company, except as set forth in or contemplated by the Prospectus. (i) The Shares shall be qualified for sale in such states as the Placement Agent may reasonably request and each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to taxation or general service of process in any jurisdiction where it is not now so subject. (j) The Company shall have furnished or caused to be furnished to the Placement Agent such certificates, in addition to those specifically mentioned herein, as the Placement Agent may have reasonably requested as to the accuracy and completeness, in all material 15 {PAGE} respects, at the Closing Date of any statement in the Registration Statement or the Prospectus, as to the accuracy, in all material respects, at the Closing Date of the representations and warranties of the Company, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Placement Agent. (k) The Placement Agent shall have received executed "lock-up" agreements, each substantially in the form of Exhibit B hereto, from the executive officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, and such lock-up agreements shall be full force and effect on the Closing Date. 7. Indemnification and Contribution. (a) Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates, directors, officers, employees, agents and each person, if any, who controls such Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities, joint or several (including, without limitation, reasonable fees of outside legal counsel and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by the Placement Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Placement Agent consists of the information described as such in subsection (b) below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of the Placement Agent to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial sale by the Placement Agent and any such loss, claim, damage or liability of or with respect to such Placement Agent results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the provisions of Section 4 hereof. (b) Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its affiliates, directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to(b) any losses, claims, damages or liabilities that arise 16 {PAGE} out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by the Placement Agent expressly for use in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by the Placement Agent consists of the following: the statements set forth (i) under the heading "Plan of Distribution," (ii) on the cover page and (iii) on the back cover in any Preliminary Prospectus and the Prospectus. (c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought, threatened or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the "Indemnified Person") shall promptly notify the person against whom such indemnification may be sought (the "Indemnifying Person") in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 7 except to the extent that it has been prejudiced thereby; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 7. If any such proceeding shall be brought, threatened or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for the Placement Agent, its affiliates, directors, officers, employees and agents and any control persons of the Placement Agent shall be designated in writing by J.P. Morgan Securities Inc. and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding with respect to which indemnification is available hereunder effected without its written consent, but if any such proceeding is settled with such consent or if there be a final judgment in any such proceeding for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified 427962	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Placement Agency Agreement: KADANT INC – {DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}3 {FILENAME}dex11.txt {DESCRIPTION}PLACEMENT AGENCY AGREEMENT DATED 6/14/2002 {TEXT} {PAGE} Exhibit 1.1 KADANT INC . 1,300,000 Shares of Common Stock, $0.01 par value per share PLACEMENT AGENCY AGREEMENT June 14, 2002 J.P. Morgan Securities Inc. 270 Park Avenue, 17th Floor _____________ Kadant Inc – 0.01 par value per share PLACEMENT AGENCY AGREEMENT June 14, 2002 J.P. Morgan Securities Inc. 270 Park Avenue, 17th Floor New York, NY 10017 Dear Sir or Madam: Kadant Inc ., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell 1,300,000 shares (the "Shares") of common stock, par value $ _____________ KADANT INC – Agent and the Company dated May 28, 2002). 21 {PAGE} Please confirm that the foregoing correctly sets forth the agreement between the Company and the Placement Agent. Very truly yours, KADANT INC . By: /s/ William A. Rainville ------------------------------------ Name: William A. Rainville Title: Chairman and Chief Executive Officer Confirmed as of the date first above mentioned: J.P. MORGAN SECURITIES INC. By: / _____________ Kadant Inc – s/ Philip C. Marchal -------------------------------- Name: Philip C. Marchal Title: Vice President 22 {PAGE} EXHIBIT A EXECUTION COPY ESCROW AGREEMENT ESCROW AGREEMENT, dated as of June 14, 2002, by and among Kadant Inc ., a Delaware corporation (the "Company"), J.P. Morgan Securities Inc. (the "Placement Agent") and JPMorgan Chase Bank, a national banking institution incorporated under the laws of the United States _____________ Kadant Inc – postage prepaid, return receipt requested and in the case of each of clauses (a), (b) and (c) of this Section 6 when addressed as follows: If to the Company, to: Kadant Inc . One Acton Place, Suite 202 Acton, MA 01720 Attention: General Counsel Facsimile: 978-635-1593 with a copy to: Hale and Dorr LLP 60 State Street Boston, MA 02109 _____________ dt 1330357 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Placement Agency Agreement: J.P. Morgan Securities Inc – DATED 6/14/2002 {TEXT} {PAGE} Exhibit 1.1 KADANT INC. 1,300,000 Shares of Common Stock, $0.01 par value per share PLACEMENT AGENCY AGREEMENT June 14, 2002 J.P. Morgan Securities Inc . 270 Park Avenue, 17th Floor New York, NY 10017 Dear Sir or Madam: Kadant Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, _____________ J.P. Morgan Securities Inc – incurred. Any such separate firm for the Placement Agent, its affiliates, directors, officers, employees and agents and any control persons of the Placement Agent shall be designated in writing by J.P. Morgan Securities Inc . and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing _____________ J.P. Morgan Securities Inc – Hale and Dorr LLP, 60 State Street, Boston, MA 02109, Attention: Hal J. Leibowitz, Esq. (facsimile: (617) 526-5000, or (b) if to the Placement Agent, at the office of J.P. Morgan Securities Inc ., 270 Park Avenue, 17th Floor, New York, NY 10017 Attention: Robert Vincent, Esq. (facsimile: (212) 270-7487). Any such notice shall be effective only upon receipt. Any notice under _____________ J.P. MORGAN SECURITIES INC – Placement Agent. Very truly yours, KADANT INC. By: /s/ William A. Rainville ------------------------------------ Name: William A. Rainville Title: Chairman and Chief Executive Officer Confirmed as of the date first above mentioned: J.P. MORGAN SECURITIES INC . By: /s/ Philip C. Marchal -------------------------------- Name: Philip C. Marchal Title: Vice President 22 {PAGE} EXHIBIT A EXECUTION COPY ESCROW AGREEMENT ESCROW AGREEMENT, dated as of June 14, 2002, by _____________ J.P. Morgan Securities Inc – Marchal Title: Vice President 22 {PAGE} EXHIBIT A EXECUTION COPY ESCROW AGREEMENT ESCROW AGREEMENT, dated as of June 14, 2002, by and among Kadant Inc., a Delaware corporation (the "Company"), J.P. Morgan Securities Inc . (the "Placement Agent") and JPMorgan Chase Bank, a national banking institution incorporated under the laws of the United States of America (the "Escrow Agent"). WHEREAS, the Company and the _____________ dt 1492452 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Placement Agency Agreement: JPMorgan Chase Bank, – forth on the cover page of the Prospectus (as hereinafter defined). 2. Delivery and Payment. Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent, and JPMorgan Chase Bank, as escrow agent (the "Escrow Agent"), shall enter into an Escrow Agreement substantially in the form of Exhibit A attached hereto (the "Escrow Agreement"), pursuant to which an escrow _____________ JPMorgan Chase Bank, – COPY ESCROW AGREEMENT ESCROW AGREEMENT, dated as of June 14, 2002, by and among Kadant Inc., a Delaware corporation (the "Company"), J.P. Morgan Securities Inc. (the "Placement Agent") and JPMorgan Chase Bank, a national banking institution incorporated under the laws of the United States of America (the "Escrow Agent"). WHEREAS, the Company and the Placement Agent have entered into a Placement _____________ JPMorgan Chase Bank – copy to: Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY 10038 Attention: Anna T. Pinedo, Esq. Facsimile: (212) 806-6006 -5- {PAGE} if to the Escrow Agent, to: JPMorgan Chase Bank 450 West 33rd Stree 15th Floor New York, NY 10001 Attention: Saverio Lunetta Facsimile: (212) 946-3935 or to such other address as the person to whom notice is _____________ JPMORGAN CHASE BANK – this Escrow Agreement to be executed as of the day and year first above written. KADANT INC. By: ____________________________________________ Name: Title: J.P. MORGAN SECURITIES INC. By: ____________________________________________ Name: Title: JPMORGAN CHASE BANK By: ____________________________________________ Name: Title: -11- {PAGE} EXHIBIT A SUMMARY OF CASH RECEIVED NEW PARTICIPANT DEPOSIT Date: Deposit Date: List Number: Investment Date: Page __ of Batch Number: Approved By: _____________ JPMorgan Chase Bank – N) * * * * * * W-2(YR) NRS * * * * * * W-8(YR) * * * * * * 1000(87) * * * * * * --------------------------------------------------------------------------------------------------------------------- Broker Misc. * * * * Misc. II * Misc. III \| * * * * * * {/TABLE} A-1 {PAGE} EXHIBIT B [Form of Offering Termination Notice] ______ __, 2002 JPMorgan Chase Bank 450 West 33rd Street 15th Floor New York, NY 10001 Attention: Dear [ ]: Pursuant to Section 5(a) of the Escrow Agreement dated as of June __, 2002 (the "Escrow _____________ dt 1405255 ; Stroock Stroock & Stroock & Lavan ( Legal ) As referenced in this Placement Agency Agreement: Stroock – be made through the facilities of the Depository Trust Company. The closing of the sale of the Shares to the Investors (the "Closing") shall take place at the office of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038. All actions taken at the Closing shall be deemed to have occurred simultaneously. Certificates evidencing the Shares shall _____________ Stroock – made through the facilities of the Depository Trust Company. The closing of the sale of the Shares to the Investors (the "Closing") shall take place at the office of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038. All actions taken at the Closing shall be deemed to have occurred simultaneously. Certificates evidencing the Shares shall be _____________ Stroock – writing. 10. Conditions of Obligations of the Company. The obligation of the Company hereunder is subject to the receipt by the Company of an opinion, dated the Closing Date, of Stroock & Stroock & Lavan LLP, outside counsel to the Placement Agent, addressed to the Company in form and substance reasonably acceptable to the Company and its counsel to the effect that _____________ Stroock – 10. Conditions of Obligations of the Company. The obligation of the Company hereunder is subject to the receipt by the Company of an opinion, dated the Closing Date, of Stroock & Stroock & Lavan LLP, outside counsel to the Placement Agent, addressed to the Company in form and substance reasonably acceptable to the Company and its counsel to the effect that this _____________ Stroock – 5000 if to the Placement Agent, to: J.P. Morgan Securities Inc. 270 Park Avenue New York, NY 10017 Attention: Philip Marchal Facsimile: 212-270-0504 with a copy to: Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY 10038 Attention: Anna T. Pinedo, Esq. Facsimile: (212) 806-6006 -5- {PAGE} if to the Escrow Agent, to: JPMorgan Chase _____________ dt 1318931
Preview Full Doc	2002	Plan and Agreement of Distribution [Amendment No. 1] Plan and Agreement of Distribution [Amendment No. 1] (4K) Doc #427971: Click preview link for longer preview. FIRST AMENDMENT TO PLAN AND AGREEMENT OF DISTRIBUTION This first amendment TO THE Plan and Agreement of Distribution (this "Amendment") is made as of the 27th day of December, 2001 by and between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc., a Delaware corporation ("Kadant"). Capitalized terms used herein without definition shall have the same meanings ascribed to such terms in the Distribution Agreement (as defined below). RECITALS WHEREAS, Thermo Electron and Kadant are parties to that certain Plan and Agreement of Distribution dated as of August 3, 2001 (the "Distribution Agreement"); WHEREAS, the parties hereto desire to amend the Distribution Agreement as herein provided: NOW THEREFORE, in consideration of the covenants and agreements 427971	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution [Amendment No. 1]: Kadant Inc – THE Plan and Agreement of Distribution (this "Amendment") is made as of the 27th day of December, 2001 by and between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc ., a Delaware corporation ("Kadant"). Capitalized terms used herein without definition shall have the same meanings ascribed to such terms in the Distribution Agreement (as defined below). RECITALS WHEREAS, Thermo _____________ KADANT INC – WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. THERMO ELECTRON CORPORATION By: /s/Kenneth J. Apicerno ---------------------------------------- Name: Kenneth J. Apicerno Title: Treasurer KADANT INC . By: /s/Thomas M. O'Brien ---------------------------------------- Name: Thomas M. O'Brien Title: Executive Vice President and CFO {/TEXT} {/DOCUMENT} _____________ dt 1330359
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (85K) Doc #427989: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99.3 {SEQUENCE}7 {FILENAME}dex993.txt {DESCRIPTION}PLAN AND AGREEMENT OF DISTRIBUTION {TEXT} {PAGE} EXHIBIT 99.3 ------------ PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (the "Agreement") is made as of the 3rd day of August, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc., a Delaware corporation ("Kadant"). RECITALS -------- WHEREAS, Thermo Electron is the holder of approximately 91% of the issued and outstanding shares of Common Stock, $.01 par value per share, of Kadant ("Kadant Common Stock"); and WHEREAS, it is the intention of Thermo Electron to distribute all of the issued and outstanding shares of Kadant Common Stock held by Thermo Electron to the stockholders of Thermo Electron (the "Distribution"); and WHEREAS, Thermo Electron and Kadant have determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters following such Distribution. NOW, THEREFORE, in consideration of the mutual covenants and agreements made herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 General. As used in this Agreement and the Exhibits hereto, the following terms shall have the following meanings: "Action" means any action, claim, suit, litigation, arbitration, ------ inquiry, subpoena, discovery request, proceeding or investigation by or before any court or grand jury, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal. "Active Employees" means, with respect to each Group, all employees ---------------- actively engaged in the performance of services to, for or on behalf of any member of such Group as of the Distribution Date, including any employee who is not actively performing services because of (a) leave of absence or (b) disability, and the dependents of such persons (and, as applicable, the alternate payees of such persons). "Active Employees" includes, with respect to a Group, non-employee directors of Thermo Electron and Kadant providing services as a director to Thermo Electron or any member of the Thermo Electron Group and Kadant or any member of the Kadant Group, respectively, as of the Distribution Date. {PAGE} "Affiliate" means, with respect to any specified person, a person --------- that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person; provided, however, that Thermo Electron (and its subsidiaries) shall not be deemed to be Affiliates of Kadant (and its subsidiaries), and vice versa, for purposes of this Agreement. "Agent" means American Stock Transfer & Trust Company, the ----- distribution agent appointed by Thermo Electron to distribute the shares of Kadant Common Stock in connection with the Distribution. "Ancillary Agreements" means all of the agreements, instruments, -------------------- understandings, assignments or other arrangements entered into in connection with the transactions contemplated hereby, including, without limitation, the Tax Matters Agreement and the Transition Services Agreement. "Cash" means cash and cash equivalents and available for sale ---- investments shown on the consolidated balance sheet of Kadant in accordance with GAAP. "Code" means the Internal Revenue Code of 1986, as amended, together ---- with the rules and regulations promulgated thereunder. "Commission" means the Securities and Exchange Commission. ---------- "Debenture Redemption Event" has occurred if the Kadant Common Stock -------------------------- (or other equity securities of Kadant into which the Kadant Debentures are then convertible) is neither listed for trading on a United States national securities exchange nor approved for trading on an established automated over-the-counter trading market in the United States. "Distributed Kadant per Share Amount" means the fraction of a share of ----------------------------------- Kadant Common Stock (on a post-Reverse Split basis and rounded to no less than the fourth decimal place) obtained by dividing the number of Distribution Shares by the total number of shares of Thermo Electron Common Stock outstanding as of 5:00 p.m., Boston Time, on the Distribution Record Date. "Distribution" has the meaning ascribed to it in the Recitals. ------------ "Distribution Date" means the date of effecting the Distribution, as ----------------- determined by the Thermo Electron Board. "Distribution Record Date" means the date determined by the Thermo ------------------------ Electron Board as of which the holders of Thermo Electron Common Stock and their respective stock holdings shall be determined for purposes of distributing Kadant Common Stock to such Thermo Electron stockholders. "EBITA" means, with respect to Kadant for any fiscal period, an amount ----- equal to the sum of (a) Operating Income of Kadant on a consolidated basis excluding restructuring and other unusual charges or income (such as gains on sales of assets) 2 {PAGE} included in Operating Income plus (b) amortization of good will and other intangible assets of Kadant on a consolidated basis for such fiscal period, all as determined in accordance with GAAP. "Exchange Act" means the Securities Exchange Act of 1934, as amended, ------------ together with the rules and regulations promulgated thereunder. "Fibergen Redemption Rights" means the redemption rights relating to -------------------------- the outstanding common stock of Thermo Fibergen, which rights are guaranteed, on a subordinated basis, by Thermo Electron pursuant to the terms of the Guarantee Agreement dated September 13, 1996 by and among Kadant, Thermo Electron and the Representatives (as defined therein). "Fundamental Change" means (a) the acquisition by an individual, ------------------ entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than a member of the Thermo Electron Group of beneficial ownership of any capital stock of Kadant if, after such acquisition, such individual, entity or group beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 30% or more of either (i) the then-outstanding shares of Kadant Common Stock or (ii) the combined voting power of the then-outstanding securities of Kadant entitled to vote generally in the election of directors, (b) any acquisition of the business of Kadant by consolidation with, or merger of Kadant into, any other corporation, or any merger of another corporation into Kadant, (c) any sale or transfer, in one or more transactions, of all or substantially all of the assets of Kadant (which shall not include the sale or transfer of any portion of the assets of Kadant to any corporation or corporations if each of such corporations immediately following such transfer is at least 51% owned, directly or indirectly, by Kadant), or (d) the occurrence of a Debenture Redemption Event. 427989	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (the "Agreement") is made as of the 3rd day of August, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc ., a Delaware corporation ("Kadant"). RECITALS -------- WHEREAS, Thermo Electron is the holder of approximately 91% of the issued and outstanding shares of Common Stock, $.01 par value per share, of _____________ Kadant (inc – directly or indirectly guaranteed by any member of the Kadant Group, which, in the case of clauses (a) - (d) above, are as shown own on the consolidated financial statements of Kadant (inc luding the footnotes thereto) determined in accordance with GAAP. 3 {PAGE} "Indemnifiable Losses" means all losses, Liabilities, damages, claims, -------------------- demands, judgments or settlements of any nature or kind, known or _____________ Kadant Inc – as follows: Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Kadant Inc . 245 Winter Street Waltham, MA 02451 Attention: Chief Executive Officer Telephone: (781) 370-1667 Telecopier: (781) 370-1660 11.7 Successors and Assigns. This Agreement and any of the _____________ KADANT INC – parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: /s/ R.F. Syron ----------------------------------------- Name: R.F. Syron --------------------------------------- Title: Chairman and Chief Executive Officer -------------------------------------- KADANT INC . By: /s/ William A. Rainville ------------------------------------------ Name: William A. Rainville ----------------------------------------- Title: President and Chief Executive Officer ---------------------------------------- Attachments: Exhibit A Tax Matters Agreement Exhibit B Transition Services Agreement 26 {PAGE} Schedule _____________ dt 1330363 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – Business" means all of the businesses and operations ------------------------ conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Viasys Healthcare Inc .), other than the Kadant Business. "Thermo Electron Common Stock" means the Common Stock, $1.00 par value ---------------------------- per share, of Thermo Electron. "Thermo Electron Group" means Thermo Electron and _____________ Viasys Healthcare Inc – par value ---------------------------- per share, of Thermo Electron. "Thermo Electron Group" means Thermo Electron and the Thermo Electron --------------------- Subsidiaries. "Thermo Electron Indemnitees" means Thermo Electron, each Affiliate of --------------------------- Thermo Electron (including Viasys Healthcare Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "Thermo Electron Subsidiaries" means all Subsidiaries _____________ Viasys Healthcare Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Viasys Healthcare Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.10 Satisfaction or Waiver of Conditions. Any determination made by the Board of Directors of Thermo Electron on behalf _____________ dt 1463462
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (72K) Doc #652843: Click preview link for longer preview. PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of November 15, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys ("Viasys Common Stock; and WHEREAS, Thermo . . . 652843	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – Business" means all of the businesses and operations conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Kadant Inc . and its subsidiaries), other than the Viasys Business. "Thermo Electron Common Stock" means the Common Stock, $1.00 par value per share, of Thermo Electron. "Thermo Electron Group" means _____________ Kadant Inc – par value per share, of Thermo Electron. "Thermo Electron Group" means Thermo Electron and the Thermo Electron Subsidiaries. "Thermo Electron Indemnitees" means Thermo Electron, each Affiliate of Thermo Electron (including Kadant Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "Thermo Electron Subsidiaries" means all Subsidiaries _____________ Kadant Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Kadant Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.11 SATISFACTION OR WAIVER OF CONDITIONS. Any determination made by the Board of Directors of Thermo Electron on behalf _____________ dt 1330367 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of November 15, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc ., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys (" _____________ Viasys Healthcare Inc – as follows: Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Viasys Healthcare Inc . 700 South Henderson Road, Suite 202 King of Prussia, Pennsylvania 19406 Telephone: (610) 992-5881 Telecopier: 11.7 SUCCESSORS AND ASSIGNS. This Agreement and any of the rights and _____________ VIASYS HEALTHCARE INC – the parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi -------------------------------------- Theo Melas-Kyriazi Vice President and Chief Financial Officer VIASYS HEALTHCARE INC . By: /s/ Richard F. Syron -------------------------------------- Richard F. Syron Chairman of the Board {PAGE} SCHEDULE 9.4(b) (1) Operating Lease for Nicolet (2) Agreement Between Trex Medical and Tecomet ( _____________ dt 1463475
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (71K) Doc #652910: Click preview link for longer preview. PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys ("Viasys Common Stock; and WHEREAS, Thermo Electron has . . . 652910	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – BUSINESS" means all of the businesses and operations conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Kadant Inc . and its subsidiaries), other than the Viasys Business. "THERMO ELECTRON COMMON STOCK" means the Common Stock, $1.00 par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means _____________ Kadant Inc – par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means Thermo Electron and the Thermo Electron Subsidiaries. "THERMO ELECTRON INDEMNITEES" means Thermo Electron, each Affiliate of Thermo Electron (including Kadant Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "THERMO ELECTRON SUBSIDIARIES" means all Subsidiaries _____________ Kadant Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Kadant Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.11 SATISFACTION OR WAIVER OF CONDITIONS. Any determination made by the Board of Directors of Thermo Electron on behalf _____________ dt 1330369 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc ., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys (" _____________ Viasys Healthcare Inc – as follows: Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Viasys Healthcare Inc . 700 South Henderson Road, Suite 202 King of Prussia, Pennsylvania 19406 Telephone: (610) 992-5881 Telecopier: 11.7 SUCCESSORS AND ASSIGNS. This Agreement and any of the rights and _____________ VIASYS HEALTHCARE INC – action in violation of applicable law. 21 {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: ------------------------------------- Name: -------------------------------- Title: ------------------------------- VIASYS HEALTHCARE INC . By: ------------------------------------- Randy H. Thurman President and Chief Executive Officer 22 {PAGE} SCHEDULE 9.4(b) (1) Operating Lease for Nicolet (2) Agreement Between Trex Medical and Tecomet (3) Sub- _____________ dt 1463477
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (73K) Doc #652950: Click preview link for longer preview. PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys ("Viasys Common Stock"); and WHEREAS, . . . 652950	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – BUSINESS" means all of the businesses and operations conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Kadant Inc . and its subsidiaries), other than the Viasys Business. "THERMO ELECTRON COMMON STOCK" means the Common Stock, $1.00 par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means _____________ Kadant Inc – par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means Thermo Electron and the Thermo Electron Subsidiaries. "THERMO ELECTRON INDEMNITEES" means Thermo Electron, each Affiliate of Thermo Electron (including Kadant Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "THERMO ELECTRON SUBSIDIARIES" means all Subsidiaries _____________ Kadant Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Kadant Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.11 SATISFACTION OR WAIVER OF CONDITIONS. Any determination made by the Board of Directors of Thermo Electron on behalf _____________ dt 1330370 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc ., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of all of the issued and outstanding shares of Common Stock, $.01 par value per share, of Viasys (" _____________ Viasys Healthcare Inc – PAGE} 19 Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Viasys Healthcare Inc . --------------------- --------------------- --------------------- Telephone: Telecopier: 11.7 SUCCESSORS AND ASSIGNS. This Agreement and any of the rights and obligations of each party hereunder shall not be assigned, in whole or in part, _____________ VIASYS HEALTHCARE INC – left blank] 21 {PAGE} 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: ______________________________________ Name:_________________________________ Title:________________________________ VIASYS HEALTHCARE INC . By: ______________________________________ Randy H. Thurman President and Chief Executive Officer 22 {PAGE} 23 SCHEDULE 9.4(b) (1) Operating Lease for Nicolet (2) Agreement Between Trex Medical and Tecomet _____________ dt 1463478
Preview Full Doc	2001	Plan and Agreement of Distribution Plan and Agreement of Distribution (71K) Doc #652987: Click preview link for longer preview. Draft of 7/18/01 PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of 3,000 shares of Common Stock, $.01 par value per share, of Viasys (" . . . 652987	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Plan and Agreement of Distribution: Kadant Inc – BUSINESS" means all of the businesses and operations conducted at any time, whether prior to, on or after the Distribution Date, by any member of the Thermo Electron Group (including Kadant Inc .), other than the Viasys Business. "THERMO ELECTRON COMMON STOCK" means the Common Stock, $1.00 par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means Thermo Electron and _____________ Kadant Inc – par value per share, of Thermo Electron. "THERMO ELECTRON GROUP" means Thermo Electron and the Thermo Electron Subsidiaries. "THERMO ELECTRON INDEMNITEES" means Thermo Electron, each Affiliate of Thermo Electron (including Kadant Inc . and its Subsidiaries) and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing. "THERMO ELECTRON SUBSIDIARIES" means all Subsidiaries _____________ Kadant Inc – opinion as to the solvency of Thermo Electron and related matters immediately prior to and after giving effect to the Distribution and the distribution of shares of common stock of Kadant Inc . by Thermo Electron to the stockholders of Thermo Electron. 7.11 DISTRIBUTION OF VIASYS CASH AND CASH EQUIVALENTS. Viasys shall have distributed to Thermo Electron all except for $__________ _____________ dt 1330371 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Plan and Agreement of Distribution: Viasys Healthcare Inc – PLAN AND AGREEMENT OF DISTRIBUTION THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into as of __________, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc ., a Delaware corporation ("Viasys"). RECITALS WHEREAS, Thermo Electron is the holder of 3,000 shares of Common Stock, $.01 par value per share, of Viasys ("Viasys Common Stock"), comprising _____________ Viasys Healthcare Inc – as follows: Thermo Electron Corporation 81 Wyman Street P.O. Box 9046 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 or to: Viasys Healthcare Inc . 81 Wyman Street P.O. Box 9046 18 {PAGE} 19 Waltham, MA 02454-9046 Attention: Chief Executive Officer Telephone: (781) 622-1000 Telecopier: (781) 622-1283 11.7 SUCCESSORS _____________ VIASYS HEALTHCARE INC – left blank] 21 {PAGE} 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: _____________________________ Name:____________________________ Title:___________________________ VIASYS HEALTHCARE INC . By: _____________________________ Randy H. Thurman President and Chief Executive Officer 22 {/TEXT} {/DOCUMENT} _____________ dt 1463479
Preview Full Doc	2005	Purchase Agreement Purchase Agreement (463K) Doc #427932: Click preview link for longer preview. PURCHASE AGREEMENT BY AND AMONG KADANT INC., JOHNSON ACQUISITION CORP., THE JOHNSON CORPORATION, THE PRINCIPAL SHAREHOLDERS OF THE JOHNSON CORPORATION IDENTIFIED ON THE SIGNATURE PAGES HERETO AND CERTAIN ADDITIONAL SELLING SHAREHOLDERS AND OPTION HOLDERS OF THE JOHNSON CORPORATION WHO EXECUTE JOINDER AGREEMENTS AFTER THE DATE OF THIS AGREEMENT April 7, 2005 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} {S} {C} Page ARTICLE I THE PURCHASE............................................................................................1 1.1 Purchase of the Company Shares from the Selling Shareholders...............................1 1.2 Termination of Options.....................................................................1 1.3 Alternative Merger Provisions..............................................................2 1.4 Conversion of Shares in a Merger Transaction...............................................2 1.5 Treatment of Options in a Merger Transaction...............................................2 1.6 Preliminary Allocation of Transaction Consideration and Option Consideration...............3 1.7 The Closing................................................................................3 1.8 Actions at the Closing.....................................................................3 1.9 Further Assurances.........................................................................4 1.10 Adjustments Before and After the Closing..................................................5 1.11 Payments on Account of Adjustments........................................................7 1.12 Representatives...........................................................................7 1.13 Escrow...................................................................................10 1.14 Additional Consideration.................................................................10 1.15 Withholding Obligations..................................................................12 1.16 Articles of Incorporation and By-laws....................................................13 1.17 No Further Rights........................................................................13 1.18 Closing of Transfer Books................................................................13 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS.........................................13 2.1 Organization, Qualification and Corporate Power...........................................14 2.2 Capitalization............................................................................14 2.3 Authorization.............................................................................15 2.4 Noncontravention..........................................................................15 2.5 Subsidiaries..............................................................................16 2.6 Financial Statements......................................................................17 2.7 Absence of Certain Changes................................................................17 2.8 Undisclosed Liabilities...................................................................17 2.9 Tax Matters...............................................................................18 2.10 Assets...................................................................................19 2.11 Owned Real Property......................................................................20 2.12 Real Property Leases.....................................................................22 2.13 Intellectual Property....................................................................23 2.14 Inventory................................................................................25 2.15 Contracts................................................................................26 2.16 Accounts Receivable......................................................................28 2.17 Powers of Attorney.......................................................................28 2.18 Insurance................................................................................29 2.19 Litigation...............................................................................29 2.20 Warranties...............................................................................29 2.21 Employees................................................................................29 i {PAGE} 2.22 Employee Benefits........................................................................31 2.23 Environmental Matters....................................................................35 2.24 Legal Compliance.........................................................................35 2.25 Customers and Suppliers..................................................................36 2.26 Permits..................................................................................36 2.27 Certain Business Relationships With Affiliates...........................................36 2.28 Brokers' Fees............................................................................36 2.29 Books and Records........................................................................36 2.30 Prepayments, Prebilled Invoices and Deposits.............................................37 2.31 Controls and Procedures..................................................................37 2.32 Certain Payments; Export Law Compliance..................................................38 2.33 Disclosure...............................................................................38 ARTICLE III REPRESENTATIONS OF THE SELLERS.......................................................................38 3.1 Title.....................................................................................38 3.2 Authority.................................................................................38 3.3 Regulatory Approvals......................................................................39 3.4 Brokers...................................................................................39 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE TRANSITORY SUBSIDIARY.............................39 4.1 Organization and Corporate Power..........................................................39 4.2 Authorization of Transaction..............................................................39 4.3 Noncontravention..........................................................................39 4.4 Broker's Fees.............................................................................40 4.5 Investment Representation.................................................................40 4.6 Disclosure................................................................................40 ARTICLE V COVENANTS..............................................................................................40 5.1 Closing Efforts...........................................................................40 5.2 Governmental and Third-Party Notices and Consents.........................................40 5.3 Shareholder and Option Holder Approval....................................................41 5.4 Operation of Business.....................................................................42 5.5 Access to Information.....................................................................45 5.6 Notice of Breaches........................................................................45 5.7 Exclusivity...............................................................................45 5.8 Expenses..................................................................................46 5.9 280G Covenant.............................................................................46 5.10 Environmental Remediation................................................................46 5.11 FIRPTA Notice............................................................................47 5.12 S-X Financial Statements.................................................................47 5.13 Title Insurance..........................................................................48 5.14 Forensic Accountant Report...............................................................48 ARTICLE VI CONDITIONS TO CONSUMMATION OF STOCK TRANSACTION AND MERGER TRANSACTION................................48 6.1 Conditions to Obligations of the Buyer and the Transitory Subsidiary......................48 6.2 Conditions to Obligations of the Sellers..................................................50 ii {PAGE} ARTICLE VII INDEMNIFICATION......................................................................................52 7.1 Indemnification by the Sellers............................................................52 7.2 Indemnification by the Buyer..............................................................53 7.3 Indemnification Claims For Third Party Actions............................................53 7.4 Indemnification Claims For Other Matters..................................................58 7.5 Survival of Representations, Warranties and Indemnification Obligations...................60 7.6 Limitations...............................................................................61 ARTICLE VIII TAX MATTERS.........................................................................................65 8.1 Preparation and Filing of Tax Returns; Payment of Taxes...................................65 8.2 Tax Indemnification by the Sellers........................................................66 8.3 Allocation of Certain Taxes...............................................................67 8.4 Cooperation on Tax Matters................................................................67 8.5 Scope of Article VIII.....................................................................68 8.6 Extensions................................................................................68 8.7 Amendment of Prior Returns................................................................69 ARTICLE IX POST-CLOSING AGREEMENTS...............................................................................69 9.1 Proprietary Information...................................................................69 9.2 No Solicitation or Hiring of Former Employees.............................................69 9.3 Non Competition Agreement.................................................................69 9.4 Grant Thornton Consents...................................................................70 9.5 Brazil Matters............................................................................70 ARTICLE X TERMINATION............................................................................................70 10.1 Termination of Agreement.................................................................71 10.2 Effect of Termination....................................................................71 ARTICLE XI DEFINITIONS...........................................................................................71 ARTICLE XII MISCELLANEOUS........................................................................................87 12.1 Press Releases and Announcements.........................................................87 12.2 No Third Party Beneficiaries.............................................................87 12.3 Entire Agreement.........................................................................87 12.4 Succession and Assignment................................................................87 12.5 Counterparts and Facsimile Signature.....................................................88 12.6 Headings.................................................................................88 12.7 Notices..................................................................................88 12.8 Governing Law............................................................................89 12.9 Amendments and Waivers...................................................................89 12.10 Severability............................................................................90 12.11 Submission to Jurisdiction..............................................................90 12.12 Construction............................................................................90 Exhibit A - Form of Escrow Agreement Exhibit B - Form of Joinder Agreement Exhibit C - Form of Opinion of Counsel to the Company and the Representatives Exhibit D - Form of Letter of Credit Exhibit E - Form of Option Holder Note Schedule I Company Shareholders and Option Holders Schedule II Consideration Payable to Sellers iii {PAGE} Schedule III Customer Offerings Schedule 1.10(a) Balance Sheet Requirements Schedule 1.10(a)(i) Calculation of Target Amount Schedule 1.10(a)(ii) August 2004 Balance Sheet Schedule 5.10 Remediation Activities Schedule 5.13 Title Insurance Amounts Schedule 6.1(a)(ix) Required Resignations Disclosure Schedule Seller Disclosure Schedule {/TABLE} iv {PAGE} PURCHASE AGREEMENT This Purchase Agreement (the "Agreement") is entered into as of April --------- 7, 2005, by and among Kadant Inc., a Delaware corporation (the "Buyer"), Johnson ----- Acquisition Corp., a Michigan corporation and a wholly-owned subsidiary of the Buyer (the "Transitory Subsidiary"), The Johnson Corporation, a Michigan --------------------- corporation (the "Company"), and the shareholders of the Company identified on ------- the signature pages hereto (each, a "Principal Shareholder" and, collectively, --------------------- the "Principal Shareholders"). The Buyer, the Transitory Subsidiary, the Company ---------------------- and the Principal Shareholders are sometimes referred to herein individually as a "Party" and collectively as the "Parties." ------- This Agreement contemplates the acquisition by the Buyer of all of the Company Shares and the termination of all of the Options of the Company (the "Stock Transaction"). In the event the conditions precedent to the Stock Transaction set forth in Sections 6.1(a) and 6.2(a) of this Agreement have not been satisfied and the Stock Transaction has not been consummated on or before May 6, 2005, this Agreement provides, in the alternative, for the merger of the Transitory Subsidiary into the Company (the "Merger Transaction"). In the case of a Merger Transaction, this Agreement shall constitute a Plan of Merger under the Michigan Business Corporation Act. In either the Stock Transaction or the Merger Transaction, the shareholders of the Company and the Option Holders of the Company will receive cash in exchange for their Company Shares and Options. If the Stock Transaction is consummated, the provisions of this Agreement pertaining exclusively to a Merger Transaction shall be void and of no further force or effect. Now, therefore, in consideration of the representations, warranties and covenants herein contained, the Parties hereby agree as follows. ARTICLE I THE PURCHASE 1.1 Purchase of the Company Shares from the Selling Shareholders. ------------------------------------------------------------ Subject to and upon the terms and conditions of this Agreement, at the Closing each Selling Shareholder shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from each Selling Shareholder, for the Transaction Consideration, all of the Company Shares owned by such Selling Shareholder, as set forth opposite such Selling Shareholder's name on Schedule I, which has been Delivered to the Buyer in Writing. 1.2 Termination of Options. Subject to and upon the terms and ---------------------- conditions of this Agreement, at the Closing each Option held by each Option Holder shall be terminated in consideration of a cash payment equal to the Option Consideration. As a result of such termination of the Options, no Option Holder shall have any right, title or interest in or to the Company or any securities of the Company or the Buyer. The Company shall take all actions necessary or appropriate so that, as of the Closing, (a) no options, warrants or other rights to acquire any Company Shares or any securities, debt or other rights convertible into or exchangeable or exercisable for shares of the Company's capital stock are outstanding, (b) no person other than the holders of the Company Shares and/or Options, prior to the Closing, shall have any right, title or interest in or to the ownership of the Company or any securities issued by the Company, (c) the Selling Shareholders and Options Holders shall, on and after the Closing, { {PAGE} }have no right, title or interest in or to the Company or any securities of the Company, other than the right to payments of cash or other consideration in the manner described herein, and (d) no person holding Company Shares and/or Options or rights to acquire Company Shares and/or Options shall by virtue of any such securities have any right to acquire any securities of the Buyer. 1.3 Alternative Merger Provisions. In the event the conditions ----------------------------- precedent to the Stock Transaction set forth in Sections 6.1(a) and 6.2(a) of this Agreement have not been satisfied and the Stock Transaction has not been consummated on or before May 6, 2005, then, upon and subject to the terms and conditions of this Agreement, the Transitory Subsidiary shall merge with and into the Company at the Effective Time. From and after the Effective Time, the separate corporate existence of the Transitory Subsidiary shall cease and the Company shall continue as the Surviving Corporation. The Merger shall have the effects setforth in Section 724 of the Michigan Business Corporation Act. 1.4 Conversion of Shares in a Merger Transaction. In the event of a -------------------------------------------- Merger Transaction, the following provisions shall apply: (a) At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (i) Each Company Share issued and outstanding immediately prior to the Effective Time and held by the Company Shareholders shall be converted into the right to receive the Transaction Consideration; and (ii) Each Company Share owned beneficially by the Buyer or the Transitory Subsidiary shall be cancelled and retired without payment of any consideration therefor. (b) Each share of common stock, $0.01 par value per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $0.01 par value per share, of the Surviving Corporation. 1.5 Treatment of Options in a Merger Transaction. In the event of a -------------------------------------------- Merger Transaction, the Company shall cause each Option outstanding immediately prior to the Effective Time and not previously exercised to be (a) terminated upon the Effective Time; or (b) deemed cancelled and converted into the right to receive the Option Consideration. The Company shall take all actions necessary or appropriate so that, as of the Effective Time and as a result of the Merger, (i) no options, warrants or other rights to acquire any Company Shares or any securities, debt or other rights convertible into or exchangeable or exercisable for shares of the Company's capital stock are outstanding, (ii) no person other than the holders of the Company Shares and/or Options, prior to the Closing, shall have any right, title or interest in or to the ownership of the Company or the Surviving Corporation or any securities issued by the Company or the Surviving Corporation, (iii) the holders of the Company Shares and holders of Options shall, on and after the Closing, have no right, title or interest in or to the Company or the Surviving Corporation or any securities of the Company or the Surviving Corporation, other than the right to payments of cash or other 2 {PAGE} consideration in the manner described herein, and (iv) no person holding Company Shares and/or Options or rights to acquire Company Shares and/or Options shall by virtue of any such securities have any right to acquire any securities of the Buyer. 1.6 Preliminary Allocation of Transaction Consideration and Option -------------------------------------------------------------- Consideration. The Company has prepared and Delivered to the Buyer in Writing a ------------- Schedule II which is a preliminary summary of the allocation of the Transaction Consideration to holders of Company Shares and the allocation of the Option Consideration to the Option Holders in the event of a Merger Transaction. The Parties acknowledge and agree that the Company and the Buyer will jointly amend Schedule II as of the Closing to reflect (a) whether the Parties have proceeded 427932	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Purchase Agreement: KADANT INC – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}kaiform8kexhibit992.txt {DESCRIPTION}.2 {TEXT} Exhibit 99.2 PURCHASE AGREEMENT BY AND AMONG KADANT INC ., JOHNSON ACQUISITION CORP., THE JOHNSON CORPORATION, THE PRINCIPAL SHAREHOLDERS OF THE JOHNSON CORPORATION IDENTIFIED ON THE SIGNATURE PAGES HERETO AND CERTAIN ADDITIONAL SELLING SHAREHOLDERS AND OPTION HOLDERS OF THE _____________ Kadant Inc – a)(ix) Required Resignations Disclosure Schedule Seller Disclosure Schedule {/TABLE} iv {PAGE} PURCHASE AGREEMENT This Purchase Agreement (the "Agreement") is entered into as of April --------- 7, 2005, by and among Kadant Inc ., a Delaware corporation (the "Buyer"), Johnson ----- Acquisition Corp., a Michigan corporation and a wholly-owned subsidiary of the Buyer (the "Transitory Subsidiary"), The Johnson Corporation, a Michigan --------------------- corporation (the " _____________ Kadant Inc – day delivery via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below: To the Buyer or the Transitory Subsidiary: with copies to: Kadant Inc . Kadant Inc. One Acton Place One Acton Place Suite 202 Suite 202 Acton, MA 01720-3951 Acton, MA 01720-3951 Attention: Chief Executive Officer Attention: General Counsel Telecopy: (781) _____________ Kadant Inc – via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below: To the Buyer or the Transitory Subsidiary: with copies to: Kadant Inc. Kadant Inc . One Acton Place One Acton Place Suite 202 Suite 202 Acton, MA 01720-3951 Acton, MA 01720-3951 Attention: Chief Executive Officer Attention: General Counsel Telecopy: (781) 370-1660 _____________ KADANT INC – United States of America. [Remainder of the Page Intentionally Left Blank] { 91 {PAGE} } IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. BUYER: KADANT INC . By: /s/ William A. Rainville ----------------------------------------- William A. Rainville, President and Chief Executive Officer TRANSITORY SUBSIDIARY: JOHNSON ACQUISITION CORP. By: /s/ William A. Rainville ----------------------------------------- William A. Rainville, President COMPANY: THE _____________ dt 1330356 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Purchase Agreement: JPMORGAN CHASE BANK, – APPLICANT: Kadant Inc. One Acton Place Suite 202 Acton, MA 01720-3951 Attention: Chief Executive Officer DATE AND PLACE OF EXPIRY: AT OUR COUNTER {PAGE} DOCUMENT CREDIT AMOUNT: AVAILABLE WITH: JPMORGAN CHASE BANK, N.A. [insert issuing bank city & state] BY PAYMENT WE HEREBY ISSUE IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO: XXXXXX FOR THE ACCOUNT OF KADANT INC. _____________ JPMORGAN CHASE BANK, – UPON OUR RECEIPT OF THE FOLLOWING: A STATEMENT, SIGNED AND DATED BY THE BENEFICIARY (SIGNED AS SUCH), READING AS FOLLOWS: "WE HEREBY DEMAND PAYMENT IN THE AMOUNT OF USD__________________ UNDER JPMORGAN CHASE BANK, N.A. LETTER OF CREDIT NO. ____________________. THE AMOUNT OF THIS DRAWING IS IN ACCORDANCE WITH SECTION 5.(e) OF THE ESCROW AGREEMENT ENTERED INTO AS OF _____, 2005, _____________ JPMORGAN CHASE BANK, – DATE, BY YOUR SWIFT OR PRESENTATION OF YOUR DRAFT AND DATED STATEMENT PURPORTEDLY SIGNED BY ONE OF YOUR OFFICIALS READING EXACTLY AS FOLLOWS: THE AMOUNT OF THIS DRAWING USD ........... UNDER JPMORGAN CHASE BANK, N.A. LETTER OF CREDIT NUMBER -------- REPRESENTS FUNDS DUE US AS WE HAVE RECEIVED NOTICE FROM JPMORGAN CHASE BANK, N.A. OF THEIR DECISION {PAGE} NOT TO AUTOMATICALLY EXTEND _____________ JPMORGAN CHASE BANK, – READING EXACTLY AS FOLLOWS: THE AMOUNT OF THIS DRAWING USD ........... UNDER JPMORGAN CHASE BANK, N.A. LETTER OF CREDIT NUMBER -------- REPRESENTS FUNDS DUE US AS WE HAVE RECEIVED NOTICE FROM JPMORGAN CHASE BANK, N.A. OF THEIR DECISION {PAGE} NOT TO AUTOMATICALLY EXTEND LETTER OF CREDIT NUMBER -------- AND THE UNDERLYING OBLIGATION REMAINS OUTSTANDING. IN THE EVENT THIS LETTER OF CREDIT IS SUBSEQUENTLY _____________ JPMORGAN CHASE BANK, – THAT THE LETTER OF CREDIT WILL NOT BE AUTOMATICALLY EXTENDED WILL ALSO BE SENT TO: [APPLICANT] THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART) AND JPMORGAN CHASE BANK, N.A. ONLY IS AUTHORIZED TO ACT AS THE TRANSFERRING BANK. WE SHALL NOT RECOGNIZE ANY TRANSFER OF THIS LETTER OF CREDIT UNTIL THIS ORIGINAL LETTER OF CREDIT TOGETHER _____________ dt 1405254 ;	Wilmer Cutler Wilmer, Cutler & Pickering ( Legal ) As referenced in this Purchase Agreement: Wilmer Cutler – 3951 Acton, MA 01720-3951 Attention: Chief Executive Officer Attention: General Counsel Telecopy: (781) 370-1660 Telecopy: (781) 370-1660 Telephone: (978) 776-2000 Telephone: (978) 776-2000 and to Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 Attn: Hal J. Leibowitz, Esq. Telecopy: (617) 526-5000 Telephone: (617) 526-6000 88 {PAGE} To the Company: To _____________ dt 1415030
Preview Full Doc	2001	Rights Agreement Rights Agreement (192K) Doc #427992: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-4.1 {SEQUENCE}2 {FILENAME}dex41.txt {DESCRIPTION}RIGHTS AGREEMENT DATED JULY 16, 2001 {TEXT} {PAGE} Exhibit 4.1 ----------- ______________________________________________________________________________ RIGHTS AGREEMENT BY AND BETWEEN KADANT INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED JULY 16, 2001 ______________________________________________________________________________ {PAGE} RIGHTS AGREEMENT RIGHTS AGREEMENT, dated July 16, 2001 (the "Agreement"), between Kadant Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the "Rights Agent"). W I T N E S S E T H - - - - - - - - - - WHEREAS, on July 16, 2001 the Board of Directors of the Company (the "Board") authorized and declared a dividend distribution of one Right for each share of Common Stock (as hereinafter defined) of the Company outstanding at the close of business on August 6, 2001 (the "Record Date"), and authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the earlier of the Distribution Date or the Expiration Date, each Right initially representing the right to purchase one ten-thousandth of a share of Series A Junior Participating Preferred Stock of the Company having the rights, powers and preferences set forth in the form of Certificate of Designations attached hereto as Exhibit A, upon the terms and --------- subject to the conditions hereinafter set forth (the "Rights"); NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: Section 1. Certain Definitions. For purposes of this Agreement, the ------------------- following terms have the meanings indicated: (a) "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan, or (v) the Exempted Person. Notwithstanding the foregoing, (x) no Person shall become an "Acquiring Person" as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the shares of Common Stock of the Company then outstanding; provided, however that if a Person shall become the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding as the result of an acquisition of Common Stock by the Company and shall, following written notice from, or public disclosure by the Company of such share purchases by the Company become the Beneficial Owner of any additional Common Stock of the Company and shall then beneficially own 15% or more of the shares of Common Stock then outstanding, then such Person shall be deemed to be an "Acquiring Person" and (y) if the Board determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable (as determined in good faith by the Board of Directors), but in any event within 15 Business Days, following receipt of written notice from the Company of such event, of Beneficial Ownership of a sufficient number of 2 {PAGE} shares of Common Stock so that such Person would no longer be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement unless and until such Person shall again become an "Acquiring Person." (b) "Act" shall mean the Securities Act of 1933, as amended. (c) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as in effect on the date of this Agreement. (d) "Adjustment Shares" shall have the meaning set forth in Section 11(a)(ii). (e) A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own," any securities: (i) which such Person or any of such Person's Affiliates or Associates, directly or indirectly, owns or has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), whether or not in writing, or upon the exercise of conversion rights, exchange rights, other rights, warrants or options, or otherwise; provided, however, that a -------- ------- Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange, or (B) securities issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event, or (C) securities issuable upon exercise of Rights from and after the occurrence of a Triggering Event which Rights were acquired by such Person or any of such Person's Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the "Original Rights") or pursuant to Section 11(i) hereof in connection with an adjustment made with respect to any Original Rights; (ii) which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act, or any comparable or successor rule), including pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), whether or not in writing; provided, however, that -------- ------- a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made 3 {PAGE} pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person's Affiliates or Associates) has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering 427992	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Rights Agreement: KADANT INC – {DOCUMENT} {TYPE}EX-4.1 {SEQUENCE}2 {FILENAME}dex41.txt {DESCRIPTION}RIGHTS AGREEMENT DATED JULY 16, 2001 {TEXT} {PAGE} Exhibit 4.1 ----------- ______________________________________________________________________________ RIGHTS AGREEMENT BY AND BETWEEN KADANT INC . AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED JULY 16, 2001 ______________________________________________________________________________ {PAGE} RIGHTS AGREEMENT RIGHTS AGREEMENT, dated July 16, 2001 (the "Agreement"), between Kadant Inc., a _____________ Kadant Inc – AND BETWEEN KADANT INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED JULY 16, 2001 ______________________________________________________________________________ {PAGE} RIGHTS AGREEMENT RIGHTS AGREEMENT, dated July 16, 2001 (the "Agreement"), between Kadant Inc ., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the "Rights Agent"). W I T N E S S E _____________ Kadant Inc – be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Kadant Inc . (the "Company") and American Stock Transfer & Trust Company (the "Rights Agent") dated July 16, 2001, as the same may be amended, restated or renewed from time to time (the " _____________ Kadant Inc – the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Kadant Inc . 245 Winter Street, Suite 300 Waltham, MA 02451 Attention: Chief Executive Officer with a copy to: Hale and Dorr LLP 60 State Street Boston, MA 02109 Attention: David E. _____________ KADANT INC – have caused this Agreement to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: KADANT INC . By: /s/ Sandra L. Lambert By: /s/ William A. Rainville --------------------- ------------------------ Name: Sandra L. Lambert Name: William A. Rainville ----------------- -------------------- Title: Secretary Title: President and Chief Executive Officer --------- ------------------------------------- Attest: AMERICAN STOCK _____________ dt 1330366 ;	Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Rights Agreement: Nasdaq Stock Market, Inc – the last quoted price or, if not so quoted, the average of the high bid and the low asked prices in the over-the-counter market, as reported by The Nasdaq Stock Market, Inc . ("Nasdaq") or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of _____________ dt 1499199
Full Doc	2005	Subsidiaries of the Registrant Subsidiaries of the Registrant (1K) Doc #427935: This document is immediately available for purchase, but does not have a preview available for viewing. 427935	Kadant Kadant Inc. ( Capital Goods )
Full Doc	2004	Subsidiaries of the Registrant Subsidiaries of the Registrant (1K) Doc #427942: This document is immediately available for purchase, but does not have a preview available for viewing. 427942	Kadant Kadant Inc. ( Capital Goods )
Full Doc	2003	Subsidiaries of the Registrant Subsidiaries of the Registrant (3K) Doc #427954: This document is immediately available for purchase, but does not have a preview available for viewing. 427954	Kadant Kadant Inc. ( Capital Goods )
Full Doc	2002	Subsidiaries of the Registrant Subsidiaries of the Registrant (3K) Doc #427972: This document is immediately available for purchase, but does not have a preview available for viewing. 427972	Kadant Kadant Inc. ( Capital Goods )
Full Doc	2006	Supplementary Agreement Supplementary Agreement (9K) Doc #2344080: This document is immediately available for purchase, but does not have a preview available for viewing. 2344080	Kadant Kadant Inc. ( Capital Goods )
Preview Full Doc	2001	Tax Matters Agreement Tax Matters Agreement (38K) Doc #427990: Click preview link for longer preview. TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement") is made as of the Distribution Date (as defined in the Distribution Agreement (as defined below)) by and among Thermo Electron Corporation, a Delaware corporation ("Thermo Electron" and, together with its subsidiaries existing immediately following the Distribution, the "Thermo Electron Group"), and Kadant Inc., a Delaware corporation and a majority-owned subsidiary of Thermo Electron ("Kadant" and, together with its subsidiaries existing immediately following the Distribution, the "Kadant Group"). For purposes of this Agreement, Viasys Healthcare Inc. shall be deemed to be a part of the Thermo Electron Group regardless of when the Second Distribution (as defined below) occurs. WHEREAS, Thermo Electron and Kadant have entered into a Plan and Agreement of Distribution dated as of August 3, 2001 (the "Distribution Agreement"), providing for the distribution of all of the issued and outstanding shares of Kadant common stock owned by Thermo Electron to Thermo Electron's shareholders in accordance with the Distribution Agreement (the "Distribution"); WHEREAS, prior to the Distribution, the Thermo Electron Group and the Kadant Group were part of an affiliated group of corporations that filed consolidated and combined Returns (as defined below) and of which Thermo Electron was the common parent, within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended; WHEREAS, Thermo Electron and Kadant desire to set forth their agreement regarding the allocation between the Thermo Electron Group and the Kadant Group of all responsibilities, liabilities and benefits relating to or affecting Taxes (as defined below) paid or payable by either of them for all taxable periods. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows: 1. Definitions. Capitalized terms not otherwise defined herein shall have ----------- the meanings given them in the Distribution Agreement. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" of any person means any person, corporation, partnership or other entity directly or indirectly controlling, controlled by or under common control with such person. "Code" means the Internal Revenue Code of 1986, as amended or, as the context may require, the Internal Revenue Code applicable to the taxable year in question. "Distribution Agreement" has the meaning set forth in the preamble hereto. "Final Determination" shall mean the final resolution of liability for any Tax for a taxable period (i) by Internal Revenue Service Form 870 or 870-AD (or any successor forms {PAGE} thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of any other jurisdiction; except that a Form 870 or 870-AD or comparable form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund and/or the right of the taxing authority to assert a further deficiency shall not constitute a Final Determination; (ii) by a decision, judgment, decree or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreements under the laws of other jurisdictions; (iv) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the Taxing Authority; or (v) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties. "Post-Distribution Act" means any event or transaction (or the execution of an agreement, letter of intent or option providing for a transaction) in which Kadant participates after the Distribution and in which any of the following occurs: (i) Kadant transfers a material portion of its assets (other than a transfer of assets in the ordinary course of business) within two years following the Distribution Date; (ii) Kadant merges with another corporation within two years following the Distribution Date; (iii) Within two years following the Distribution Date Kadant discontinues a material portion of its historic business activities including the design, manufacture, marketing and sale of stock-preparation equipment and accessories and water management systems for the paper making and paper recycling industries; (iv) Within one year following the Distribution Date a material portion of the shares of Kadant common stock distributed in the Distribution is converted into (or redeemed or exchanged for) any other stock, any security, any property or cash; (v) Within two years following the Distribution Date, Kadant issues its capital stock in one or more issuances, whether incident to a stock offering, an acquisition transaction or otherwise, which causes the aggregate amount of shares issued or acquired in all such transactions to represent a greater-than-twenty-percent interest in the total issued and outstanding stock of Kadant determined in accordance with Section 355(d)(4) of the Code as of the date of the Distribution without Kadant having delivered to Thermo Electron an opinion of counsel reasonably acceptable to Thermo Electron to the effect that such Post-Distribution Act will not cause Section 355(e) of the Code to apply with respect to the Distribution, which opinion shall be in such form and based upon such factual representations and assumptions as may be reasonably acceptable to Thermo Electron. For purpose of this paragraph (v), any issues of capital stock by Kadant pursuant to the conversion of the subordinated convertible debentures of Kadant due 2004 and outstanding on the date hereof shall not be taken into account. -2- {PAGE} "Post-Distribution Taxes" means any and all liability for Taxes of the Kadant Group or the Thermo Electron Group, as appropriate, other than for Pre- Distribution Taxes. "Pre-Distribution Taxes" means any and all Taxes of the Thermo Electron Group or the Kadant Group, as appropriate, for all periods that ended on or prior to the Distribution Date. For purposes of computing the amount of Pre-Distribution Taxes in the case of a Tax period that begins before and ends after the Distribution Date, the amount of Taxes considered to have accrued with respect to the portion of the Tax period that ended on the Distribution Date shall be determined as follows: (i) In the case of any ad valorem, personal property and real property Taxes, an amount of such Tax for the entire Tax period multiplied by a 427990	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Tax Matters Agreement: Kadant Inc – Agreement (as defined below)) by and among Thermo Electron Corporation, a Delaware corporation ("Thermo Electron" and, together with its subsidiaries existing immediately following the Distribution, the "Thermo Electron Group"), and Kadant Inc ., a Delaware corporation and a majority-owned subsidiary of Thermo Electron ("Kadant" and, together with its subsidiaries existing immediately following the Distribution, the "Kadant Group"). For purposes of this _____________ Kadant, inc – conflicting provisions under the Distribution Agreement or the Transition Services Agreement. (b) The parties acknowledge that pursuant hereto, any and all existing tax sharing agreements or arrangements binding or benefiting Kadant, inc luding the Tax Allocation Agreement, shall be terminated as of the close of business on the Distribution Date, and that after the Distribution Date this Agreement shall constitute the sole _____________ Kadant Inc – caused this Agreement to be duly executed as of the day and year first above written. Thermo Electron Corporation By: /s/ R.F. Syron ------------------------------------------ Title: Chairman and Chief Executive Officer --------------------------------------- Kadant Inc . By: /s/ William A. Rainville ------------------------------------------ Title: President and Chief Executive Officer --------------------------------------- -12- {/TEXT} {/DOCUMENT} _____________ dt 1330364 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Tax Matters Agreement: Viasys Healthcare Inc – a Delaware corporation and a majority-owned subsidiary of Thermo Electron ("Kadant" and, together with its subsidiaries existing immediately following the Distribution, the "Kadant Group"). For purposes of this Agreement, Viasys Healthcare Inc . shall be deemed to be a part of the Thermo Electron Group regardless of when the Second Distribution (as defined below) occurs. WHEREAS, Thermo Electron and Kadant have entered _____________ Viasys Healthcare Inc – the Thermo Electron Group or the Kadant Group arising from or attributable to any of the transactions that are directly related to either the Distribution or to the distribution of Viasys Healthcare Inc . ("Viasys") stock owned by Thermo Electron to Thermo Electron's shareholders (the "Second Distribution") (including, without limitation, the contribution and/or licensing of assets to Kadant or Viasys by _____________ dt 1463463
Preview Full Doc	2001	Tax Matters Agreement Tax Matters Agreement (51K) Doc #652844: Click preview link for longer preview. TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement") is made as of the Distribution Date (as defined in the Distribution Agreement (as defined below)) by and among Thermo Electron Corporation, a Delaware corporation ("Thermo Electron" and, together with its subsidiaries existing immediately following the Distribution, the "Thermo Electron Group"), and Viasys Healthcare Inc., a Delaware corporation and a wholly owned subsidiary of Thermo Electron ("Viasys" and, together with its subsidiaries . . . 652844	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Tax Matters Agreement: Kadant Inc – a Delaware corporation and a wholly owned subsidiary of Thermo Electron ("Viasys" and, together with its subsidiaries existing immediately following the Distribution, the "Viasys Group"). For purposes of this Agreement, Kadant Inc . shall be deemed to be a part of the Thermo Electron Group regardless of the fact that the Second Distribution (as defined below) occurred prior to the Distribution Date. _____________ Kadant Inc – Section 2 hereof. "Viasys-Caused Taxes" means any liability for Taxes (less an amount equal to any Taxes that would be attributable to the distribution of shares of Viasys or Kadant Inc . described in Section 355(a)(3)(B) of the Code if the Distribution and the Second Distribution were to otherwise qualify as tax-free transactions under Section 355(c) _____________ Kadant Inc – the Thermo Electron Group or the Viasys Group arising from or attributable to any of the transactions that are directly related to either the Distribution or to the distribution of Kadant Inc . ("Kadant") stock owned by Thermo Electron to Thermo Electron's shareholders (the "Second Distribution") (including, without limitation, the contribution and/or licensing of assets to Viasys or Kadant by _____________ dt 1330368 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Tax Matters Agreement: Viasys Healthcare Inc – Agreement (as defined below)) by and among Thermo Electron Corporation, a Delaware corporation ("Thermo Electron" and, together with its subsidiaries existing immediately following the Distribution, the "Thermo Electron Group"), and Viasys Healthcare Inc ., a Delaware corporation and a wholly owned subsidiary of Thermo Electron ("Viasys" and, together with its subsidiaries existing immediately following the Distribution, the "Viasys Group"). For purposes of this _____________ VIASYS HEALTHCARE INC – to be duly executed as of the day and year first above written. THERMO ELECTRON CORPORATION By: /s/ Theo Melas-Kyriazi -------------------------------------- Theo Melas-Kyriazi Vice President and Chief Financial Officer VIASYS HEALTHCARE INC . By: /s/ Richard F. Syron -------------------------------------- Richard F. Syron Chairman of the Board -12- {PAGE} EXECUTION COPY TAX ALLOCATION AGREEMENT THIS TAX ALLOCATION AGREEMENT is made as of August 7, _____________ dt 1463476
Preview Full Doc	2001	Tax Matters Agreement Tax Matters Agreement (33K) Doc #652988: Click preview link for longer preview. Draft of 7/18/01 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (this "Agreement") is entered into as of __________, 2001 between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware corporation ("Viasys"). WHEREAS, Thermo Electron and Viasys have entered into a Plan and Agreement of Distribution dated as of ___________, 2001 (the "Distribution Agreement") providing for the distribution of . . . 652988	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Tax Matters Agreement: Kadant Inc – Thermo Electron Common Stock Options" shall mean options to acquire Thermo Electron Common Stock. "Thermo Electron Group" means Thermo Electron and the Thermo Electron Subsidiaries. For purposes of this Agreement, Kadant Inc . ("Kadant") shall be deemed to be a part of the Thermo Electron Group regardless of when the Second Distribution occurs. "Thermo Electron Subsidiaries" means all subsidiaries of Thermo Electron, _____________ dt 1330372 ;	Viasys Viasys Healthcare, Inc. ( Medical Equipment & Supplies ) As referenced in this Tax Matters Agreement: Viasys Healthcare Inc – of 7/18/01 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (this "Agreement") is entered into as of __________, 2001 between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Viasys Healthcare Inc ., a Delaware corporation ("Viasys"). WHEREAS, Thermo Electron and Viasys have entered into a Plan and Agreement of Distribution dated as of ___________, 2001 (the "Distribution Agreement") providing for the _____________ VIASYS HEALTHCARE INC – WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. THERMO ELECTRON CORPORATION By: _________________________________ Name:________________________________ Title:_______________________________ VIASYS HEALTHCARE INC . By: _________________________________ Randy H. Thurman President and Chief Executive Officer 11 {/TEXT} {/DOCUMENT} _____________ dt 1463480
Preview Full Doc	2009	Transition Agreement Transition Agreement (54K) Doc #3595200: Click preview link for longer preview. 3595200	Kadant Kadant Inc. ( Capital Goods )
Preview Full Doc	2009	Transition Agreement Transition Agreement (54K) Doc #3595201: Click preview link for longer preview. 3595201	Kadant Kadant Inc. ( Capital Goods )
Preview Full Doc	2001	Transition Services Agreement Transition Services Agreement (25K) Doc #427991: Click preview link for longer preview. TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (the "Agreement") is made as of the 3rd day of August, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc., a Delaware corporation ("Kadant"). RECITALS WHEREAS, Thermo Electron and Kadant have entered into a Plan and Agreement of Distribution of even date herewith (the "Distribution Agreement"), which contemplates the distribution by Thermo Electron of all of the issued and outstanding shares of Kadant Common Stock held by Thermo Electron to the stockholders of Thermo Electron (the "Distribution"); and WHEREAS, each of Thermo Electron and Kadant wishes to provide for an orderly and efficient separation of their businesses; and WHEREAS, the successful operation of Kadant's business following the Distribution will require the performance of certain administrative services which Thermo Electron has previously provided to Kadant and which Thermo Electron is willing to continue to provide to Kadant; and WHEREAS, the Distribution Agreement contemplates the execution and delivery of this Agreement, the purpose of which is to set forth certain matters regarding the provision of administrative services by Thermo Electron to Kadant. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows: 1. Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Distribution Agreement. 2. Services. During the term of this Agreement, as set forth in Section 6 (the "Transition Period"), Thermo Electron shall provide, or cause one or more of the other members of the Thermo Electron Group to provide, to Kadant or one or more of the other members of the Kadant Group designated by Kadant, the services set forth in this Section 2. 2.1 Routine Services. Thermo Electron shall provide, or cause one or ---------------- more of the other members of the Thermo Electron Group to provide, to Kadant or one or more of the other members of the Kadant Group designated by Kadant the services identified in subparagraphs (a) through (f) below, in each case to the extent that such services are both (i) routine and consistent with services provided by the Thermo Electron Group prior to the Distribution pursuant to the Amended and Restated Corporate Services Agreement, dated January 3, 1993, between Thermo Electron and Kadant (the "Corporate Services Agreement") and (ii) covered by the annual fee assessed in {PAGE} accordance with the Corporate Services Agreement (collectively, "Routine Services"). Thermo Electron and/or one or more of the other members of the Thermo Electron Group shall provide the Kadant Group Routine Services in such type, quantity and manner and at a level of service as is generally consistent with that provided by Thermo Electron and/or one or more of the other members of the Thermo Electron Group to the Kadant Group during the two-year period prior to the Distribution (the "Base Period"). Thermo Electron shall determine, in good faith, what services constitute Routine Services, and such determination shall not be subject to challenge by any member of the Kadant Group unless made in bad faith. (a) Tax Related Services. Thermo Electron shall provide the tax -------------------- related services set forth in the Tax Matters Agreement in accordance with the terms thereof. (b) Insurance Related Services. Thermo Electron shall arrange for -------------------------- liability, property and casualty, and other normal business insurance coverage for the Kadant Group, such insurance to be at Kadant's expense. Thermo Electron shall also provide support for the Kadant Group's product, worker safety and environmental programs, although Kadant acknowledges, on its own behalf and on behalf of the other members of the Kadant Group, that the principal responsibility for compliance rests with the Kadant Group. Kadant shall be eligible to receive a rebate from the workers' compensation pool administered by Thermo Electron for the 2001 fiscal year in an amount equal to the amount contributed to the pool by the Kadant Group less the workers' compensation expense actually incurred by the Kadant Group. (c) Stock Plan Related Services. Thermo Electron shall assist with --------------------------- the administration of the Kadant employee stock purchase plan and provide the Kadant Group with stock option administration services. (d) Corporate Record Keeping Services. Thermo Electron shall maintain --------------------------------- the corporate records of the Kadant Group, including, without limitation, maintaining minutes of meetings of the Boards of Directors and stockholders, supervising the transfer agent and registration functions, coordinating stock repurchase programs and tracking stock issuances and reserved shares. (e) Information Technology. The Kadant Group shall continue to lease ---------------------- the personal computers that it currently leases from Thermo Electron subject to the terms and conditions of its current leasing arrangements, and such computers shall continue to have access to the Thermo Electron network, including but not limited to use of e-mail and access to the 427991	Kadant Kadant Inc. ( Capital Goods ) As referenced in this Transition Services Agreement: Kadant Inc – 5 ------------ TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (the "Agreement") is made as of the 3rd day of August, 2001, between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron"), and Kadant Inc ., a Delaware corporation ("Kadant"). RECITALS WHEREAS, Thermo Electron and Kadant have entered into a Plan and Agreement of Distribution of even date herewith (the "Distribution Agreement"), which contemplates the _____________ Kadant (inc – respect to which indemnity may be sought against Kadant pursuant to this Section 9. In connection with any written requests by Kadant that Thermo Electron take action on behalf of Kadant (inc luding, without 5 {PAGE} limitation, transfer monies on behalf of Kadant), Kadant hereby agrees to indemnify, defend and hold harmless each of the Thermo Electron Indemnitees from and against any _____________ KADANT INC – parties have executed this Agreement as of the date first written above. THERMO ELECTRON CORPORATION By: /s/ R.F. Syron ---------------------------------------- Name: R.F. Syron -------------------------------------- Title: Chairman and Chief Executive Officer ------------------------------------- KADANT INC . By: /s/ William A. Rainville ---------------------------------------- Name: William A. Rainville -------------------------------------- Title: President and Chief Executive Officer ------------------------------------- 9 {/TEXT} {/DOCUMENT} _____________ dt 1330365

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