EXHIBIT 10.1


 


AMENDMENT NUMBER TWO


 


 


This Amendment Number Two is
dated as of October 31, 2003 is to the Term Loan Agreement (the “Agreement”)
dated as of October 24, 2002 among Hardinge Inc., the Banks signatory thereto
and JPMorgan Chase Bank, as Sole Administrative Agent, and KeyBank National
Association, as Documentation Agent, as amended
by Amendment Number One thereto dated as of December 31, 2002 (collectively,
the “Agreement”).  Terms used but
not otherwise defined herein shall have the meanings ascribed thereto in the
Agreement.


 


The Borrower
has determined to make certain adjustments to its financial statements and to
recognize a nonrecurring non-cash charge to its shareholders equity for the
quarter ended September 30, 2003 in an amount not to exceed Fifteen Million
Dollars ($15,000,000).


 


In order to
amend the Agreement, the parties agree as follows:


 


1.             Section 8.02 of the Agreement shall be
amended to read as follows:


 


Net Worth. 
The Borrower shall maintain a Consolidated Tangible Net Worth of not
less than $112,000,000 at all times through December 31, 2003, which sum shall
increase by $1,000,000 as of the end of each Fiscal Year thereafter. In the
event that at any time there is a positive adjustment to shareholders equity
related to a reversal of the FASB 109 charge, the minimum Consolidated Tangible
Net Worth required will be increased by the amount of the positive adjustment.


 


2.             Upon the execution of
this Amendment Number Two, the Borrower shall pay to the Agent for the account
of each Bank an amendment fee equal to ten (10) Basis Points of the Commitment.


 


3.             This Amendment Number
Two may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument, and any parties hereto may
execute this Amendment Number One by signing any such counterpart.


 


4.             Other than as set
forth in this Amendment Number Two, the terms and conditions of the Agreement
shall remain in full force and effect.


 


IN WITNESS
WHEREOF, the parties have caused this Amendment Number Two to be executed by
their duly authorized officers as of the day and year first above written.


 


[Signature Pages Follow]


 

















 


	
   

  	
  HARDINGE
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J.PATRICK ERVIN

  	
   

  
	
   

  	
   

  	
  J. Patrick
  Ervin, Chairman of the Board

  
	
   

  	
   

  	
  and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTINE M. McLEOD

  	
   

  
	
   

  	
   

  	
  Christine M.
  McLeod, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOCUMENTATION
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STANLEY
  L. PECK

  	
   

  
	
   

  	
   

  	
  Stanley L.
  Peck, Vice President

  
					



 

















 


	
   

  	
  BANKS:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  CHRISTINE M. McLEOD

  	
   

  
	
   

  	
   

  	
   Christine
  M. McLeod, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STANLEY
  L. PECK

  	
   

  
	
   

  	
   

  	
  Stanley L.
  Peck, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANUFACTURERS
  AND TRADERS

  
	
   

  	
  TRUST
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ SUSAN A.
  BURTIS

  	
   

  
	
   

  	
   

  	
  Susan
  A. Burtis, Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  NBT,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RONALD
  G. GOODWIN

  	
   

  
	
   

  	
   

  	
  Ronald
  G. Goodwin, Vice President