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).
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 contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. That Section 9.6(a) of the Distribution Agreement is amended and restated in its entirety to read as follows:
9.6 Financial Covenants.
(a) Kadant will not, for so long as the guarantee by Thermo Electron of obligations under the Kadant Debentures
(i) permit Net Debt divided by Net Capital to be greater than 40% measured at the end of each fiscal quarter
commencing on September 29, 2001; or
(ii) permit the quotient obtained by dividing (x) the sum of EBITA and Interest Income by (y) Interest Expense to
be less than 4.0, measured at the end of each fiscal quarter commencing on September 29, 2001 on an
annualized basis using the quarter then ended and the previous three quarters.
Notwithstanding the foregoing, in the event that the percentage calculated in paragraph (i) of this Section 9.6 is
less than or equal to 20% for any measurement date, the required quotient specified in paragraph (ii) of this
Section 9.6 shall be lowered from 4.0 to 3.0 (measured at the end of each fiscal quarter on an annualiz