Guarantee And Pledge Agreement Sample Contracts

AP Gaming Holdco, Inc. – HOLDINGS GUARANTEE AND PLEDGE AGREEMENT Dated and Effective as of June 6, 2017 Between AP GAMING HOLDINGS, LLC, as Holdings and JEFFERIES FINANCE LLC, as Agent (December 19th, 2017)

Agreement means this Holdings and Guarantee and Pledge Agreement, as amended, restated, supplemented, waived or otherwise modified from time to time.

AP Gaming Holdco, Inc. – HOLDINGS GUARANTEE AND PLEDGE AGREEMENT Dated and Effective as of June 6, 2017 Between AP GAMING HOLDINGS, LLC, as Holdings and JEFFERIES FINANCE LLC, as Agent (October 16th, 2017)

This HOLDINGS GUARANTEE AND PLEDGE AGREEMENT, dated and effective as of June 6, 2017, is between AP GAMING HOLDINGS, LLC, a Delaware limited liability company (Holdings), and JEFFERIES FINANCE LLC, as collateral agent (together with its successors and permitted assigns in such capacity, the Agent) for the benefit of the Secured Parties (as defined below).

Revlon – HOLDINGS TERM LOAN GUARANTEE AND PLEDGE AGREEMENT Made by REVLON, INC., as the Grantor, in Favor of CITIBANK, N.A., as Collateral Agent Dated as of September 7, 2016 (September 9th, 2016)

HOLDINGS TERM LOAN GUARANTEE AND PLEDGE AGREEMENT, dated as of September 7, 2016, between Revlon, Inc., a Delaware corporation (together with its successors and assigns, the "Guarantor" or "Grantor"), and Citibank, N.A., as collateral agent (in such capacity, the "Collateral Agent") for the benefit of the Secured Parties (as defined in the Term Credit Agreement, dated as of September 7, 2016 (as amended, restated, waived, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Revlon Consumer Products Corporation, a Delaware corporation (the "Borrower"), the Guarantor, the banks and other financial institutions or entities (the "Lenders") from time to time parties thereto and Citibank, N.A., as administrative agent and collateral agent for the Lenders)).

Revlon – HOLDINGS ABL GUARANTEE AND PLEDGE AGREEMENT Made by REVLON, INC., as the Grantor, in Favor of CITIBANK, N.A., as Collateral Agent Dated as of September 7, 2016 (September 9th, 2016)

HOLDINGS ABL GUARANTEE AND PLEDGE AGREEMENT, dated as of September 7, 2016, between Revlon, Inc., a Delaware corporation (together with its successors and assigns, the "Guarantor" or "Grantor"), and Citibank, N.A., as collateral agent (in such capacity, the "Collateral Agent") for the benefit of the Secured Parties (as defined in the Asset-Based Revolving Credit Agreement, dated as of September 7, 2016 (as amended, restated, waived, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Revlon Consumer Products Corporation, a Delaware corporation (the "Borrower"), and certain local borrowing subsidiaries as may be from time to time party thereto, as borrowers, the Guarantor, the banks and other financial institutions or entities (the "Lenders") from time to time parties thereto and Citibank, N.A., as administrative agent, collateral agent, issuing lender and swingline lender)).

AMENDED AND RESTATED GUARANTEE AND PLEDGE AGREEMENT Dated as of January 9, 2015, Among CBRE SERVICES, INC., CBRE GROUP, INC., the Subsidiaries of CBRE SERVICES, INC. From Time to Time Party Hereto and CREDIT SUISSE AG, as Collateral Agent (January 13th, 2015)

AMENDED AND RESTATED GUARANTEE AND PLEDGE AGREEMENT dated as of January 9, 2015 (this Agreement), among CBRE SERVICES, INC., a Delaware corporation (the U.S. Borrower), CBRE GROUP, INC., a Delaware corporation (Holdings), the Subsidiaries of the U.S. Borrower from time to time party hereto and CREDIT SUISSE AG (Credit Suisse), as collateral agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined herein).

CEC Entertainment Concepts, L.P. – HOLDINGS GUARANTEE AND PLEDGE AGREEMENT Dated and Effective as of February 14, 2014 Between QUESO HOLDINGS INC., as Holdings and DEUTSCHE BANK AG NEW YORK BRANCH, as Agent (October 14th, 2014)

This HOLDINGS GUARANTEE AND PLEDGE AGREEMENT, dated and effective as of February 14, 2014, is between QUESO HOLDINGS INC., a Delaware corporation (Holdings), and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (together with its successors and permitted assigns in such capacity, the Agent) for the benefit of the Secured Parties (as defined below).

Affinion Group – Amendment No. 4 to the Amended and Restated Credit Agreement; Amendment No. 4 to the Amended and Restated Guarantee and Collateral Agreement; And Amendment No. 3 to the Holdings Guarantee and Pledge Agreement (May 22nd, 2014)

This AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement), dated as of April 9, 2010, is made by among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (Holdings), AFFINION GROUP, INC., a Delaware corporation (the Borrower), the Lenders (as hereinafter defined) from time to time party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor to BANK OF AMERICA, N.A), as administrative agent (together with any successor administrative agent appointed pursuant hereto, in such capacity, the Administrative Agent) and as collateral agent (together with any successor collateral agent appointed pursuant hereto, in such capacity, the Collateral Agent) for the Lenders, CREDIT SUISSE SECURITIES (USA) LLC (CSS), as syndication agent (in such capacity, the Syndication Agent), DEUTSCHE BANK SECURITIES INC. (DBS), J.P. MORGAN SECURITIES INC. (JPM) and UBS SECURITIES LLC (UBS), as documentation agents (in such capacity, each, a Documentation Agent and collectively, the Documentation Agents),

Crystal Springs of Alabama Holdings, LLC – HOLDINGS GUARANTEE AND PLEDGE AGREEMENT (ABL) Dated and Effective as of August 30, 2013, Between DS WATERS ENTERPRISES, INC., as Holdings and BMO HARRIS BANK N.A., as Collateral Agent (April 1st, 2014)

This HOLDINGS GUARANTEE AND PLEDGE AGREEMENT (ABL), dated and effective as of August 30, 2013 (as amended, renewed, extended, restated, supplemented or otherwise modified from time to time, this Agreement), is between DS WATERS ENTERPRISES, INC., a Delaware corporation (Holdings), and BMO HARRIS BANK N.A. (BMO), as Collateral Agent for the benefit of the Secured Parties. Capitalized terms used but not defined in this preamble or the recitals have the meanings assigned to such terms in Section 1.02.

Crystal Springs of Alabama Holdings, LLC – HOLDINGS GUARANTEE AND PLEDGE AGREEMENT (FIRST LIEN) Dated and Effective as of August 30, 2013, Between DS WATERS ENTERPRISES, INC., as Holdings and BARCLAYS BANK PLC, as Collateral Agent (April 1st, 2014)

This HOLDINGS GUARANTEE AND PLEDGE AGREEMENT (FIRST LIEN), dated and effective as of August 30, 2013 (as amended, renewed, extended, restated, supplemented or otherwise modified from time to time, this Agreement), is between DS WATERS ENTERPRISES, INC., a Delaware corporation (Holdings), and BARCLAYS BANK PLC (Barclays), as Collateral Agent for the benefit of the Secured Parties. Capitalized terms used but not defined in this preamble or the recitals have the meanings assigned to such terms in Section 1.02.

AP Gaming Holdco, Inc. – HOLDINGS GUARANTEE AND PLEDGE AGREEMENT Dated and Effective as of December 20, 2013 Between AP GAMING HOLDINGS, LLC, as Holdings and CITICORP NORTH AMERICA, INC., as Agent (February 10th, 2014)

This HOLDINGS GUARANTEE AND PLEDGE AGREEMENT, dated and effective as of December 20, 2013, is between AP GAMING HOLDINGS, LLC, a Delaware limited liability company (Holdings), and CITICORP NORTH AMERICA, INC., as collateral agent (together with its successors and permitted assigns in such capacity, the Agent) for the benefit of the Secured Parties (as defined below).

Fidelity & Guaranty Life – GUARANTEE AND PLEDGE AGREEMENT Made by HARBINGER OM, LLC, and Each Other Grantor Party Hereto in Favor of OM GROUP (UK) LIMITED Dated as of April 6, 2011 (October 17th, 2013)

GUARANTEE AND PLEDGE AGREEMENT, dated as of April 6, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), made by HARBINGER OM, LLC, a Delaware limited liability company (the Buyer) and each grantor from time to time party hereto (the Buyer and such grantors being referred to herein individually, a Grantor, and collectively, jointly and severally, the Grantors), in favor of OM GROUP (UK) LIMITED, a company limited by shares organized under the laws of England and Wales (the Secured Party).

Quantum Fuel Systems Technologies – LIMITED RECOURSE GUARANTEE AND PLEDGE AGREEMENT Made as of April 19, 2012 Between SCHNEIDER POWER INC. As Guarantor and SAMSUNG HEAVY INDUSTRIES CO., LTD. As Lender and ZEPHYR FARMS LIMITED (April 25th, 2012)

This Limited Recourse Guarantee and Pledge (as amended, restated, supplemented, replaced or otherwise modified from time to time, this Agreement) is dated as of April 19, 2012 between:

Kodiak Oil – AMENDED AND RESTATED SECOND LIEN GUARANTEE AND PLEDGE AGREEMENT Made by Kodiak Oil & Gas Corp. In Favor of WELLS FARGO ENERGY CAPITAL, INC., as Administrative Agent Dated as of October 28, 2011 (November 3rd, 2011)

This AMENDED AND RESTATED SECOND LIEN GUARANTEE AND PLEDGE AGREEMENT, dated as of October 28, 2011, is made by KODIAK OIL & GAS CORP., a corporation continued under the laws of Yukon Territories, Canada, (the Guarantor), in favor of WELLS FARGO ENERGY CAPITAL, INC., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent), for the banks and other financial institutions (the Lenders) from time to time parties to that certain Second Lien Credit Agreement, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among KODIAK OIL & GAS (USA) INC., a Colorado corporation (the Borrower), the Lenders, the Administrative Agent, and the other Agents party thereto.

Kodiak Oil – AMENDED AND RESTATED GUARANTEE AND PLEDGE AGREEMENT Made by Kodiak Oil & Gas Corp. In Favor of WELLS FARGO BANK, N.A., as Administrative Agent Dated as of October 28, 2011 (November 3rd, 2011)

This AMENDED AND RESTATED GUARANTEE AND PLEDGE AGREEMENT, dated as of October 28, 2011, is made by KODIAK OIL & GAS CORP., a corporation continued under the laws of Yukon Territories, Canada, (the Guarantor), in favor of WELLS FARGO BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent), for the banks and other financial institutions (the Lenders) from time to time parties to that certain Credit Agreement, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among KODIAK OIL & GAS (USA) INC., a Colorado corporation (the Borrower), the Lenders, the Administrative Agent, and the other Agents party thereto.

GUARANTEE AND PLEDGE AGREEMENT Dated as of August 22, 2011, Among NCR CORPORATION, THE SUBSIDIARIES OF NCR CORPORATION IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent (August 26th, 2011)

GUARANTEE AND PLEDGE AGREEMENT dated as of August 22, 2011 (this Agreement), among NCR CORPORATION, the Subsidiaries from time to time party hereto and JPMORGAN CHASE BANK, N.A. (JPMCB), as Administrative Agent.

Contract (July 29th, 2011)

SUPPLEMENT NO. [ ] (this Supplement) dated as of [ ], to the Guarantee and Pledge Agreement dated as of November 10, 2010 (the Guarantee and Pledge Agreement), among CB RICHARD ELLIS SERVICES, INC., a Delaware corporation (the U.S. Borrower), CB RICHARD ELLIS GROUP, INC., a Delaware corporation (Holdings), the Subsidiaries of the U.S. Borrower from time to time party thereto (the Subsidiary Guarantors and, together with the U.S. Borrower and Holdings, the Grantors) and CREDIT SUISSE AG (Credit Suisse), as collateral agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined therein).

GUARANTEE AND PLEDGE AGREEMENT Dated and Effective as of July 12, 2010 Among COLUMBIA LAKE ACQUISITION HOLDINGS, INC. And MORGAN STANLEY SENIOR FUNDING, INC. As Administrative Agent and Collateral Agent (April 15th, 2011)

GUARANTEE AND PLEDGE AGREEMENT dated as of July 12, 2010 (this "Agreement") made by COLUMBIA LAKE ACQUISITION HOLDINGS, INC., a Delaware corporation ("Holdings"), in favor of MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent and collateral agent (in such capacity, the "Agent") for the Secured Parties pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified from time to time, the "Credit Agreement"), by and among Holdings, the Borrower (defined as Columbia Lake Acquisition Corp., a Delaware corporation, prior to the Merger and CKE Restaurants, Inc., a Delaware corporation, after the Merger), the Lenders party thereto from time to time, the Agent, Citicorp North America, Inc. and Royal Bank of Canada, as co-syndication agents, and the other parties named therein.

Kodiak Oil – SECOND LIEN GUARANTEE AND PLEDGE AGREEMENT Made by Kodiak Oil & Gas Corp. In Favor of WELLS FARGO ENERGY CAPITAL, INC., as Administrative Agent Dated as of November 30, 2010 (December 2nd, 2010)

This SECOND LIEN GUARANTEE AND PLEDGE AGREEMENT, dated as of November 30, 2010, is made by KODIAK OIL & GAS CORP., a corporation continued under the laws of Yukon Territories, Canada, (the Guarantor), in favor of WELLS FARGO ENERGY CAPITAL, INC., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent), for the banks and other financial institutions (the Lenders) from time to time parties to that certain Second Lien Credit Agreement, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among the Borrower, the Lenders, the Administrative Agent, and the other Agents party thereto.

GUARANTEE AND PLEDGE AGREEMENT Dated as of November 10, 2010, Among CB RICHARD ELLIS SERVICES, INC., CB RICHARD ELLIS GROUP, INC., the Subsidiaries of CB RICHARD ELLIS SERVICES, INC., From Time to Time Party Hereto and CREDIT SUISSE AG, as Collateral Agent (November 17th, 2010)

GUARANTEE AND PLEDGE AGREEMENT dated as of November 10, 2010 (this Agreement), among CB RICHARD ELLIS SERVICES, INC., a Delaware corporation (the U.S. Borrower), CB RICHARD ELLIS GROUP, INC., a Delaware corporation (Holdings), the Subsidiaries of the U.S. Borrower from time to time party hereto and CREDIT SUISSE AG (Credit Suisse), as collateral agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined herein).

AMENDED AND RESTATED GUARANTEE AND PLEDGE AGREEMENT Dated as of March 24, 2009, Among CB RICHARD ELLIS SERVICES, INC., CB RICHARD ELLIS GROUP, INC., the Subsidiaries of CB RICHARD ELLIS SERVICES, INC., From Time to Time Party Hereto and CREDIT SUISSE, as Collateral Agent (August 9th, 2010)

Reference is made to (a) the Amended and Restated Credit Agreement dated as of December 20, 2006 (as amended, supplemented or otherwise modified prior to the date hereof, the Existing Credit Agreement), among the U.S. Borrower, CB Richard Ellis Limited, a limited company organized under the laws of England and Wales (the U.K. Borrower), CB Richard Ellis Limited, a corporation organized under the laws of the province of New Brunswick (the Canadian Borrower), CB Richard Ellis Pty Ltd, a company organized under the laws of Australia and registered in New South Wales (the Australian Borrower), CB Richard Ellis Limited, a company organized under the laws of New Zealand (the New Zealand Borrower), Holdings, the lenders from time to time party thereto (the Lenders) and Credit Suisse, as administrative agent (in such capacity, the Administrative Agent) and Collateral Agent, and (b) the Guarantee and Pledge Agreement dated as of June 26, 2006 (as amended, supplemented or otherwise modified prio

Kodiak Oil – GUARANTEE AND PLEDGE AGREEMENT Made by Kodiak Oil & Gas Corp. In Favor of WELLS FARGO BANK, N.A., as Administrative Agent Dated as of May 24, 2010 (May 27th, 2010)

This GUARANTEE AND PLEDGE AGREEMENT, dated as of May 24, 2010, is made by KODIAK OIL & GAS CORP., a corporation continued under the laws of Yukon Territories, Canada, (the Guarantor), in favor of WELLS FARGO BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent), for the banks and other financial institutions (the Lenders) from time to time parties to that certain Credit Agreement, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among the Borrower, the Lenders, the Administrative Agent, and the other Agents party thereto.

Contract (February 10th, 2010)

SUPPLEMENT NO. (this Supplement) dated as of February 4, 2010 to the Amended and Restated Guarantee and Pledge Agreement dated as of March 24, 2009 (the Guarantee and Pledge Agreement), among CB RICHARD ELLIS SERVICES, INC., a Delaware corporation (the U.S. Borrower), CB RICHARD ELLIS GROUP, INC., a Delaware corporation (Holdings), each Subsidiary of the U.S. Borrower from time to time party thereto (each such Subsidiary that is also a Domestic Subsidiary individually a Subsidiary Guarantor and collectively, the Subsidiary Guarantors; the Subsidiary Guarantors, Holdings and the U.S. Borrower are referred to collectively herein as the Grantors) and CREDIT SUISSE AG (formerly known as Credit Suisse) (Credit Suisse), as collateral agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined therein).

Contract (September 10th, 2009)

SUPPLEMENT NO. 1 (this Supplement) dated as of September 10, 2009, to the Amended and Restated Guarantee and Pledge Agreement dated as of March 24, 2009 (the Guarantee and Pledge Agreement), among CB RICHARD ELLIS SERVICES, INC., a Delaware corporation (the U.S. Borrower), CB RICHARD ELLIS GROUP, INC., a Delaware corporation (Holdings), each Subsidiary of the U.S. Borrower from time to time party thereto (each such Subsidiary that is also a Domestic Subsidiary individually a Subsidiary Guarantor and collectively, the Subsidiary Guarantors; the Subsidiary Guarantors, Holdings and the U.S. Borrower are referred to collectively herein as the Grantors) and CREDIT SUISSE (Credit Suisse), as collateral agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined therein).

China Biologic Products – Form of Guarantee and Pledge Agreement (June 5th, 2009)

THIS GUARANTEE AND PLEDGE AGREEMENT (this Agreement), made as of June __, 2009, is between SIU LING CHAN (the Pledgor) and the secured parties identified on the signature pages hereto (each a Secured Party and, collectively, the Secured Parties).

AMENDED AND RESTATED GUARANTEE AND PLEDGE AGREEMENT Dated as of March 24, 2009, Among CB RICHARD ELLIS SERVICES, INC., CB RICHARD ELLIS GROUP, INC., the Subsidiaries of CB RICHARD ELLIS SERVICES, INC., From Time to Time Party Hereto and CREDIT SUISSE, as Collateral Agent (March 26th, 2009)

Reference is made to (a) the Amended and Restated Credit Agreement dated as of December 20, 2006 (as amended, supplemented or otherwise modified prior to the date hereof, the Existing Credit Agreement), among the U.S. Borrower, CB Richard Ellis Limited, a limited company organized under the laws of England and Wales (the U.K. Borrower), CB Richard Ellis Limited, a corporation organized under the laws of the province of New Brunswick (the Canadian Borrower), CB Richard Ellis Pty Ltd, a company organized under the laws of Australia and registered in New South Wales (the Australian Borrower), CB Richard Ellis Limited, a company organized under the laws of New Zealand (the New Zealand Borrower), Holdings, the lenders from time to time party thereto (the Lenders) and Credit Suisse, as administrative agent (in such capacity, the Administrative Agent) and Collateral Agent, and (b) the Guarantee and Pledge Agreement dated as of June 26, 2006 (as amended, supplemented or otherwise modified prio

GUARANTEE AND PLEDGE AGREEMENT Dated as of September 22, 2008 Among AMERICAN INTERNATIONAL GROUP, INC. THE GUARANTORS PARTY HERETO and FEDERAL RESERVE BANK OF NEW YORK, as Secured Party (September 26th, 2008)

AGREEMENT dated as of September 22, 2008 among AMERICAN INTERNATIONAL GROUP, INC., as Borrower, the GUARANTORS party hereto and FEDERAL RESERVE BANK OF NEW YORK, as Lender or Secured Party.

Cheniere Energy, Inc. – GUARANTEE AND PLEDGE AGREEMENT Made by CHENIERE ENERGY, INC., CHENIERE LNG HOLDINGS, LLC, CHENIERE FLNG-GP, LLC and CHENIERE SUBSIDIARY HOLDINGS, LLC in Favor of THE BANK OF NEW YORK, as Administrative Agent Dated as of May 31, 2007 (June 1st, 2007)

GUARANTEE AND PLEDGE AGREEMENT, dated as of May 31, 2007, made by CHENIERE ENERGY, INC. (the Parent), CHENIERE LNG HOLDINGS, LLC (CLH, and, together with the Parent, the Guarantors), CHENIERE SUBSIDIARY HOLDINGS, LLC (the Borrower), CHENIERE FLNG-GP, LLC (CFG, and, together with CLH and the Borrower, the Grantors), in favor of THE BANK OF NEW YORK, as Administrative Agent (in such capacity, the Administrative Agent) for the several lenders (the Lenders) from time to time parties to the Credit Agreement, dated as of May 31, 2007 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among the Borrower, the Lenders and the Administrative Agent.

Contract (November 17th, 2006)

EXECUTION COPY -------------- - -------------------------------------------------------------------------------- AMENDED AND RESTATED GUARANTEE AND PLEDGE AGREEMENT made by BROOKDALE SENIOR LIVING INC. and certain of its Subsidiaries in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent Dated as of November 15, 2006 - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- SECTION 1 . DEFINED TERMS...

GUARANTEE AND PLEDGE AGREEMENT Dated as of June 26, 2006, Among CB RICHARD ELLIS SERVICES, INC., CB RICHARD ELLIS GROUP, INC., the Subsidiaries of CB RICHARD ELLIS SERVICES, INC., From Time to Time Party Hereto and CREDIT SUISSE, as Collateral Agent (June 30th, 2006)

GUARANTEE AND PLEDGE AGREEMENT dated as of June 26, 2006 (this Agreement), among CB RICHARD ELLIS SERVICES, INC., a Delaware corporation (the U.S. Borrower), CB RICHARD ELLIS GROUP, INC., a Delaware corporation (Holdings), the Subsidiaries of the U.S. Borrower from time to time party hereto and CREDIT SUISSE (Credit Suisse), as collateral agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined herein).

Contract (February 13th, 2006)

EXHIBIT 10.2 EXECUTION VERSION - -------------------------------------------------------------------------------- GUARANTEE AND PLEDGE AGREEMENT made by BROOKDALE SENIOR LIVING INC. and certain of its Subsidiaries in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent Dated as of February 10, 2006 - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS....................................................2 1.1 Definitions......................................................2 1.2

Kadant Inc – 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 (May 11th, 2005)

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 herein), and 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 time parties to the Credit Agreement, dated as of May 9, 2005 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among the Borrower, the Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders and the Administrative Agent.

BCP Caylux Holdings Luxembourg S.C.A. – Parent Guarantee and Pledge Agreement (July 15th, 2004)
BCP Caylux Holdings Luxembourg S.C.A. – Guarantee and Pledge Agreement (July 15th, 2004)
BCP Caylux Holdings Luxembourg S.C.A. – Guarantee and Pledge Agreement (July 15th, 2004)