EXHIBIT 10.6


 


POST CLOSING AGREEMENT  Hardinge Holdings
GmbH


 


THIS
POST-CLOSING AGREEMENT (“Agreement”) is made as of March 16, 2009, by and
between HARDINGE INC., a New York corporation having an address of One Hardinge
Drive, Elmira, New York 14902 (“Borrower”), HARDINGE TECHNOLOGY SYSTEMS, INC., a
New York corporation having an address of One Hardinge Drive, Elmira, New York 14902
(“Guarantor”), and MANUFACTURERS AND TRADERS TRUST COMPANY,
a New York banking corporation with banking offices at One M&T Plaza,
Buffalo, New York 14240, Attention: Office of General Counsel (“Lender”).


 


Pursuant to
the terms of a certain commitment letter dated March 13, 2009 (“Commitment
Letter”), Lender agreed to make a loan to Borrower in the amount of Ten Million
and 00/100 Dollars ($10,000,000.00) (the “Loan”).  The Loan will be evidenced by a note in the
total principal amount of $10,000,000.00 by Borrower to the order of Lender (the
“Note”).  The Note is secured by, among
other things, a Credit Agreement, a Guaranty, a Negative Pledge Agreement, and a
General Security Agreement, all of even date herewith (collectively with the
Note, the “Loan Documents”).


 


A.          Borrower
acknowledges that as part of the consideration for the Loan, Lender is to
receive a pledge of 2/3rds of the stock of Hardinge Holdings GmbH, a foreign
subsidiary of Borrower (the “Holding Co.”) (the “Pledge”).  It is the understanding of the parties hereto
that all of the stock in Borrower’s foreign subsidiaries is currently held by
Holding Co.


B.           Borrower and Guarantor acknowledge that
Lender and its counsel have requested certain due diligence items in
preparation for the Loan as set forth on Exhibit A hereto and that not all
of the items have been provided as of the closing date.


C.           Borrower acknowledges and agrees that Lender
will not make the Loan in the absence of this Agreement.


 


NOW,
THEREFORE, for and in consideration of Lender making the Loan to Borrower and
for other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.              The above recitals are true and correct
and are incorporated herein by reference.


 


2.             Borrower and Guarantor acknowledge and
agree to provide any and all items on Exhibit A that have not been
provided to Lender or Lender’s counsel prior to the closing date.  Such items shall be delivered within fifteen
(15) days of the date hereof.  In
addition, Borrower and Guarantor acknowledge and agree to provide any
additional information and documentation that Lender may reasonably request in
connection with the Loan and the subsequent Pledge.


 


3.              Pledge.  Borrower acknowledges that it owns 100% of
the stock of Holding Co.  which holds all
of the foreign stock of the foreign subsidiaries of Borrower.  Borrower acknowledges and agrees that in
consideration for the Loan, it agrees to execute within fifteen (15) days of
the date hereof, a Pledge Agreement pledging 2/3rds of its stock in Holding Co.
along with any and all other documents needed to 


 

















 


effectuate the
Pledge.  Borrower further agrees that it
shall provide and cause Holding Co. to provide all of the documentation
pertaining to the formation, authority, stock holdings, etc. of Holding Co. as
is required by Lender, in its reasonable judgment.  Borrower further agrees that if Lender or
Lender’s counsel shall deem it necessary, Borrower shall cause Holding Co. to
execute any and all documents necessary to effectuate the Pledge.  Borrower agrees to obtain an opinion letter
from New York counsel in substantially the form attached hereto as Exhibit B
regarding the authority and enforcement of the Pledge by Borrower.  Borrower shall obtain legal counsel in the
foreign country or organization for Holding Co. to opine as to authority and
enforceability of a Pledge by Holding Co. relative to the foreign stock or
assets of Holding Co.


 


4.              It is understood and agreed to by the
parties hereto that the current stock certificates that Borrower is required to
deliver to Lender are being held by JPMorgan Chase Bank in connection with the
prior financing.  Borrower acknowledges
and agrees that if it is unable to provide the certificates prior to or at the
time of closing, it shall deliver those certificates immediately upon the
release thereof by JPMorgan Chase Bank and within fifteen (15) days of the date
hereof.


 


5.              Borrower shall pay any and all expenses
related to any post-closing items contained in this Agreement, including, but
not limited to, expenses incurred in complying with Paragraph 3 herein and any
Lender’s counsel fees for services rendered in connection with this Agreement
incurred after March 17, 2009.


 


6.              Event of Default.  Borrower’s and Guarantor’s failure to perform
their obligations by the dates stated herein shall be an Event of Default under
the Loan Documents.


 


IN WITNESS WHEREOF, the parties below have entered into this Agreement
as of the day and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  HARDINGE
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ EDWARD J. GAIO

  
	
   

  	
   

  	
  Name: Edward
  J. Gaio

  
	
   

  	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  HARDINGE
  TECHNOLOGY SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ RICHARD L. SIMONS

  
	
   

  	
   

  	
  Name: Richard
  L. Simons

  
	
   

  	
   

  	
  Title:  President

  



 


2

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  MANUFACTURERS
  AND TRADERS TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ SUSAN A. BURTIS

  
	
   

  	
   

  	
  Name: Susan
  A. Burtis

  
	
   

  	
   

  	
  Title:   Vice President

  



 


3

















 


EXHIBIT A – LIST OF REQUIREMENTS


 


EXHIBIT A-1: REQUEST FOR INFORMATION SHEET


EXHIBIT A-2: CLOSING CHECKLIST


 


4

















 


EXHIBIT A-1: REQUEST FOR INFORMATION SHEET


HARDINGE INC.


 


1.             The following
information as to the Borrower – Hardinge Inc.:


 


A.           Full and proper name of Borrower and State
of Formation


B.             Address of Borrower


C.             Federal Identification Number


D.            Copy of Certificate of Incorporation and
filing receipt, along with any amendments thereto


E.              Copy of By-laws, along with any
amendments thereto


F.              Long
Form Certificate of Good Standing, dated within (60) days of
closing


G.             Franchise tax search, dated within (60)
days of closing


H.            Name and title of person who will be
executing bank documents


I.                 Name and title of second person to
sign authorization  for person in (H) above
to sign documents


J.                The following searches against
Borrower:


·
Bankruptcy search


·
Judgment search


·
Lien search


·
UCC Search – in the State where entity was formed


K.            SEC filing


L.              Copies of all financing documents
including loan payoff


M.         Information as to whether publicly traded


N.            Security Agreement Questionnaire


 


2.             The following
information as to: all material direct and
indirect subsidiaries that are Guarantors or are pledging stock as collateral
for the loan


 


A.         Full and proper name


B.             Jurisdiction of Formation


C.             Address


D.            Identification Number


E.              Copy of Articles of Organization or applicable
organizational document and filing receipt, and any amendments thereto


F.              Copy of operational documents, and any
amendments thereto


G.             Long
Form Certificate of Good Standing (showing Proof of Publication
where required), dated within sixty (60) days of closing


H.            Name and title of person who will be
executing documents


I                    Name and title of second person to
sign authorization  for person in (H) above
to sign documents


J.                The following searches (as applicable):


·
Bankruptcy search


·
Judgment search


·
Lien search


·
Franchise Tax Search


L.              SEC filings or any similar filings in any
other jurisdictions, if applicable


M.         Information as to whether or not stock is
publicly traded


 


5

















 


N.            For Guarantors:  List of all shareholders, the amount of
voting shares they own  and the
total amount of outstanding shares of voting stock


 


3.              The following
information as to the property or properties known as the Company’s headquarters located at One Hardridge Drive, Elmira, Chemung
County, New York:


 


A.                                                                             Information
regarding Owner and Proof of Ownership;


B.                                                                             Title
Search;


C.                                                                             Tax
Map Identification Number;


D.                                                                            Copy
of Negative Pledge Agreement from previous financing;


E.                                                                              Information
as to any tenants and copies of any leases.


 


4.              HAZARD AND
LIABILITY INSURANCE - requirements:


 


A.           Hazard Insurance:  Evidence of Commercial Property Insurance on
the Acord 28 Form 


·
Note:  Must be on the 2003 version of that
certificate or must state in the fine print at the top of the form:  “THIS IS EVIDENCE THAT INSURANCE AS
IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL RIGHTS AND
PRIVILEGES AFFORDED UNDER THE POLICY”


· If this
is not possible, we will need an Insurance Binder


B.             Liability Insurance:  Certificate of Insurance on ACORD 25-S Form


·
Note:  Must be on a version of that certificate that
states in the fine print at the top of the form:  “THIS IS EVIDENCE THAT INSURANCE AS
IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL RIGHTS AND
PRIVILEGES AFFORDED UNDER THE POLICY”


· If this
is not possible, we will need an Insurance Binder along with the Certificate of
Insurance


C.             Both Certificates must list Borrower as the
insured


D.            The amount of Hazard Insurance coverage must
be for at least the amount of the loan


E.              Both Certificates must list correct property
address(es)


F.              Both Certificates must contain a 30 day
cancellation notice


·  Note:  Must read as follows:  “SHOULD THE POLICY BE TERMINATED, THE COMPANY
WILL GIVE THE ADDITIONAL INTEREST INDENTIFIED BELOW THIRTY (30) DAYS WRITTEN
NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD
AFFECT THAT INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS AS REQUIRED BY
LAW.”


G.             Bank to be listed on the Hazard Insurance as “Loss
Payee”


H.            Bank to be listed on the Liability Insurance
as “Additional Insured”


I.                 Bank name/address to be set forth as follows:


 


Manufacturers and Traders Trust Company


Its Successors and/or Assigns


M&T Center, One Fountain Plaza, 9th Floor


Buffalo, New York 14203-1495


 


5.              Attorney
Opinion Letter required – we will send you our required form after due
diligence items are received and loan documents are finalized


 


6

















 


6.              The following
information regarding the Marketable Securities to be collateralized:


 


A.           Copies
of Certificates to be pledged as marketable securities


 


7.              Please note that more information and
documentation may be required once the details of the transaction are clarified
and this Request for Information is subject to change accordingly and is also
subject to review by our client.


 


7

















 


EXHIBIT A-2: CLOSING CHECKLIST


CLOSING
CHECKLIST


 


	
  Borrower:

  	
   

  	
  Hardinge Inc.

  
	
  Type of Entity:

  	
   

  	
  New York corporation

  
	
  Address:

  	
   

  	
  One Hardinge Drive, Elmira, New York 14902

  
	
  Federal I.D. #:

  	
   

  	
  16-0470200

  
	
   

  	
   

  	
   

  
	
  Corporate Guarantor:

  	
   

  	
  Hardinge Technology
  Systems, Inc.

  
	
  Type of Entity:

  	
   

  	
  New York corporation

  
	
  Address:

  	
   

  	
  One Hardinge Drive, Elmira, New
  York 14902

  
	
  Federal I.D.#:

  	
   

  	
  16-1326427

  
	
   

  	
   

  	
   

  
	
  Lender:

  	
   

  	
  Manufacturers and Traders Trust Company (“Lender”)

  
	
   

  	
   

  	
   

  
	
  Property:

  	
   

  	
  One Hardinge Drive, Town of Horseheads/City of
  Elmira, Chemung County, NY

  
	
   

  	
   

  	
  Tax Map No. 69.09-4-62

  
	
   

  	
   

  	
   

  
	
  Borrower’s Attorney:

  	
   

  	
  Phillips Lytle LLP - Raymond H.
  Seitz, Esq. & David J. Murray (“Borrower”)

  
	
  Lender’s Attorney:

  	
   

  	
  Coughlin & Gerhart – Mark S. Gorgos
  (“C&G”)

  
	
  Loan Officer:

  	
   

  	
  Susan A. Burtis

  
	
   

  	
   

  	
   

  
	
  Amount/Type of Loan:

  	
   

  	
  $10,000,000.00 Term Loan

  
	
   

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
  March 16, 2009

  



 


	
   

  	
   

  	
  Document

  	
   

  	
  Responsible Party

  	
   

  	
  Req’d

  	
   

  	
  Rec’d

  	
   

  	
  Comments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Original
  Executed Commitment Letter/CLB

  	
   

  	
  Lender

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  LIBOR Term
  Note - $10,000,000.00

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Credit
  Agreement

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Negative
  Pledge Agreement

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  General
  Security Agreement

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Stock Pledge
  Agreement(s) (pledging 2/3rds of foreign stock)

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Post-Closing Item

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Trading
  Rider (if necessary)

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Post-Closing Item

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Irrevocable
  Stock Power (if necessary)

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Post-Closing Item

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Federal
  Reserve Form U-1 (if necessary)

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Post-Closing Item

  



 


8

















 


	
   

  	
   

  	
  Document

  	
   

  	
  Responsible Party

  	
   

  	
  Req’d

  	
   

  	
  Rec’d

  	
   

  	
  Comments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Post-Closing
  Agreement

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  UCC-1 –
  General Security Agreement (NYS)

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  UCC-3
  Termination (JPMorgan Chase)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Error and
  Omissions Compliance Affidavit

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  TIN
  Certification

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Company
  General Certificate with Borrowing Resolution

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Corporate Guaranty – Hardinge Technology Systems, Inc.

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Company General Certificate – Hardinge Technology Systems, Inc.

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Resolution to Guaranty

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Consent of Shareholders to Guaranty

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Disbursement
  Closing Statement

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  JPMorgan
  Chase Credit Agreement

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Payoff
  statement for JPMorgan Chase loan

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  Updated
  Title Search and underlying documents – One Hardinge Drive, Elmira, New York

  ·
  Proof of Ownership

  ·
  Title Search

  ·
  Tax Map Identification Number

  ·
  Tenancies

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  Tax Receipts
  (One Hardinge Drive, Elmira, New York)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Corporate
  Documents – Borrower (formation and authority)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  UCC Search –
  Borrower

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  Bankruptcy
  Search – Borrower

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  Judgment
  Search – Borrower

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  



 


9

















 


	
   

  	
   

  	
  Document

  	
   

  	
  Responsible Party

  	
   

  	
  Req’d

  	
   

  	
  Rec’d

  	
   

  	
  Comments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  Lien Search –
  Borrower

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  Franchise
  Tax Search – Borrower

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  SEC filing –
  Borrower

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  Security
  Agreement Questionnaire to be filled out and returned by Borrower

  	
   

  	
  C&G

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
   

  	
  Stock Detail
  – Borrower (including whether or not publicly traded and information of stock
  detail for foreign subsidiaries and Borrower’s holdings therein)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
   

  	
  Copies of Certificates
  to be pledged as marketable securities

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
   

  	
  Corporate
  Documents – Hardinge Technology Systems, Inc. (formation and authority)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
   

  	
  Corporate
  Documents – Hardinge Holdings Co., Gmbh (formation and authority)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
   

  	
  Stock Detail
  – Hardinge Holdings Co., Gmbh (including whether or not publicly traded on
  any exchange and information of stock detail for foreign subsidiaries)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Post-Closing Item

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
   

  	
  SEC filings
  or similar filings in jurisdiction of formation for Hardinge Holdings Co.,
  Gmbh

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Post-Closing Item

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
   

  	
  Certificates
  of Insurance

  ·
  Liability

  ·
  Property /Builders Risk

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
   

  	
  Opinion
  Letter as of closing (New York counsel)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
   

  	
  Opinion
  Letter regarding Stock Pledge (New York counsel)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Post-Closing Item

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  42.

  	
   

  	
  Opinion
  Letter regarding Stock Pledge (foreign counsel for Hardinge Holdings Co.
  Gmbh)

  	
   

  	
  Borrower

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Post-Closing Item

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43.

  	
   

  	
  Wire
  Authorization Form

  	
   

  	
  Lender

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  



 


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EXHIBIT B – FORM OF OPINION LETTER


 


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