EX-10.1 2 kaiform10q2q2018exhibit101.htm KAI FORM 10-Q 2Q 2018 EXHIBIT 10.1
Exhibit 10.1
Kadant, Inc. May 16, 2018
Dear Sir/Madam,
Our Reference: 96020
Re: USD 15,000,000 Interest Rate Swap with Embedded Floor
USI: DTCCRA20180516D10004401683532497
The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Citizens Bank, National Association and Kadant, Inc. (the "Counterparty") on the Trade Date specified below (the "Transaction"). This document will constitute a "Confirmation" as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.
This Confirmation evidences a complete and binding agreement between Counterparty and Citizens as to the terms of the Transaction to which this Confirmation relates. This Confirmation supplements, forms part of, and is subject to, the
IS DA Master Agreement dated as of May 13, 2005 between Counterparty and Citizens as the same may be amended and supplemented from time to time (the "Agreement").
In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.
The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount |  | USD 15,000,000
Trade Date: |  | May 16, 2018
Effective Date |  | May 16, 2018
Termination Date |  | June 30, 2023
Fixed Amounts |  |
Fixed Rate Payer |  | Counterparty
Fixed Rate Payer Payment Dates |  | Payment Dates as specified in the Notional Schedule
Fixed Rate |  | 3.15 percent
Fixed Rate Day Count Fraction |  | Actual/360
Business Days for Fixed Amounts |  | London, New York
Floating Amounts |  |
Floating Rate Payer |  | Citizens
Floating Rate Payer Payment Dates |  | Payment Dates as specified in the Notional Schedule
Floating Rate Option |  | USD-LIBOR-BBA-Bloomberg- provided, however, that if the Floating Rate Option for any Calculation period is less than 0.00%, then the Floating Rate Option for such calculation shall be deemed to be 0.00%.

Interpolation |  | Applicable 0.00%
Floor Rate |  |
Designated Maturity |  | 3 Month, with the exception of the initial Calculation Period which will be a Linear Interpolation of the 1 month and 2 month rates.
Floating Rate for the Initial Calculation Period |  | N/A
Spread |  | N/A
Floating Rate Day Count Fraction |  | Actual/360
Compounding |  | N/A
Reset Dates |  | The first day of each Calculation Period
Business Days for Floating Amounts |  | London, New York
Calculation Agent |  | As per The Agreement
Other Details N/A |  |
Account Details |  |
Payments to the Counterparty: |  |
Bank Name: Wells Fargo Bank |  |
Account Number: 4162079339 |  |
Account Name: Kadant, Inc. |  |
ABA Number: 121000248 |  |
Offices |  |
The Office of Citizens for the Transaction is : |  | Boston
The Office of the Counterparty for the Transaction is : |  | Westford

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

In the event that you disagree with any part of this Confirmation, please notify us via the contact details below, so that the discrepancy may be quickly resolved. All inquiries regarding confirmations, payments and/or rate re-settings should be sent to:
Citizens Bank, National Association
One Citizens Drive
Riverside, RI 02915
Attn: Interest Rate Risk Management
Phone: (866)999-0073
Fax: 401-282-7718
We are pleased to have completed this Transaction and look forward to dealing with you again in the near future.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation enclosed for that purpose and returning it to us via fax at the number listed above.
For and on behalf of Citizens Bank, National Association
By:______/s/ Elizabeth Magalhaes ___________
Name: Elizabeth Magalhaes
Title: Officer
Kadant, Inc.
By:____/s/ Daniel J. Walsh______________
Name: Daniel J. Walsh
Title: Treasurer

Notional Schedule |  |  |
Date |  |  | Notional
May 16, 2018 | - | June 29, 2018 | 15,000,000.00
June 29, 2018 | - | September 28, 2018 | 15,000,000.00
September 28, 2018 | - | December 28, 2018 | 15,000,000.00
December 28, 2018 | - | March 29, 2019 | 15,000,000.00
March 29, 2019 | - | June 28, 2019 | 15,000,000.00
June 28, 2019 | - | September 27, 2019 | 15,000,000.00
September 27, 2019 | - | December 27, 2019 | 15,000,000.00
December 27, 2019 | - | March 27, 2020 | 15,000,000.00
March 27, 2020 | - | June 26, 2020 | 15,000,000.00
June 26, 2020 | - | September 25, 2020 | 15,000,000.00
September 25, 2020 | - | December 31, 2020 | 15,000,000.00
December 31, 2020 | - | April 1, 2021 | 15,000,000.00
April 1, 2021 | - | July 2, 2021 | 15,000,000.00
July 2, 2021 | - | October 1, 2021 | 15,000,000.00
October 1, 2021 | - | December 31, 2021 | 15,000,000.00
December 31, 2021 | - | April 1, 2022 | 15,000,000.00
April 1, 2022 | - | July 1, 2022 | 15,000,000.00
July1, 2022 | - | September 30, 2022 | 15,000,000.00
September 30, 2022 | - | December 30, 2022 | 15,000,000.00
December 30, 2022 | - | March 31, 2023 | 15,000,000.00
March 31, 2023 | - | June 30, 2023 | 15,000,000.00