EXHIBIT 10.6


 


POST CLOSING AGREEMENT


 


THIS
POST-CLOSING AGREEMENT (“Agreement”) is made as of December 10, 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 November 2, 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 revolving
grid 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, a General Security Agreement and a Pledge of Securities
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 has received 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 other than Hardinge Holdings B.V. and Canadian
Hardinge Machine Tool Ltd., both of which are 100% owned by Borrower, all of
the stock in Borrower’s foreign subsidiaries is currently directly or
indirectly held by Holding Co.


B.             Borrower and
Guarantor acknowledge that Lender and its counsel are requiring certain items
that have not 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 agrees
to obtain an opinion letter from New York counsel regarding the authority and
enforcement of the Pledge by Borrower (the “New York Opinion”).  Borrower also agrees to obtain an opinion
letter from its Swiss counsel opining as to the authority and enforceability of
the Pledge by Holding Co. relative to the foreign stock or assets of Holding
Co. (the “Swiss Opinion”).  Both the New
York Opinion and the Swiss Opinion are to be substantially the same as the
prior opinions on the same subject delivered to Lender in connection with the
$10,000,000 Term Loan dated March 16, 2009.


 


3.               Borrower shall
provide the items in Paragraph 2 above within thirty (30) days of the date
hereof.


 

















 


4.               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
the provisions herein and any Lender’s counsel fees for services rendered in
connection with this Agreement incurred after December 10, 2009.


 


5.               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

  



 


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