EXHIBIT
10.3


 


	
  BUSINESS LOAN AGREEMENT

  	
   

  	
  Chemung Canal Trust Company

  
	
   

  	
   

  	
  One Chemung Canal Plaza

  
	
   

  	
   

  	
  Elmira, New York 14901

  
	
   

  	
   

  	
  (607) 737-3711

  
	
   

  	
   

  	
   

  
	
  LOAN NUMBER

  	
   

  	
  AGREEMENT DATE

  	
   

  	
  ACCOUNT NUMBER

  
	
  702062413

  	
   

  	
  August 26, 2009

  	
   

  	
  702062413

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BORROWER INFORMATION

  	
   

  	
   

  
	
  Hardinge Inc.

  	
   

  	
  Type of Business
  Entity: Corporation

  
	
  1 Hardinge Drive

  	
   

  	
  State of Organization:
  New York

  
	
  Elmira, NY 14902

  	
   

  	
   

  



 


AGREEMENT. 
This Business Loan Agreement will be referred to in this document as the
“Agreement.”  This Agreement is made by
Chemung Canal Trust Company (Lender) and Borrower.  The consideration is the promises,
representations, and warranties made in this Agreement and Related Documents.


 


DEFINITIONS. 
These definitions are used in this Agreement.


 


“Collateral” means the Property, if any, that all
Obligors pledge, mortgage, or give Lender a security interest in, regardless of
where the Property is located and regardless of when it was or will be
acquired, together with all replacements, substitutions, proceeds, and products
of the Property.


 


“Events
of Default” means
any of the events described in the “Events of Default” section of this
Agreement.


 


“Financial
Statements” means
the balance sheets, earnings statements, and other financial information that
Obligors have, are, or will be giving to Lender.


 


“Indebtedness” means the Loan and all other loans and
indebtedness of Borrower to Lender, including but not limited to Lender’s
payments of insurance or taxes, all amounts Lender pays to protect its interest
in the Collateral, overdrafts in deposit accounts with Lender, and all other
indebtedness, obligations, and liabilities of Borrower to Lender, whether
matured or unmatured, liquidated or unliquidated, direct or indirect, absolute
or contingent, joint or several, due or to become due, now existing or
hereafter arising.


 


“Loan” means the loan or loans Lender makes to
Borrower under the note or notes dated the same date as this Agreement that
Borrower gives to Lender and all amendments, extensions, renewals, and
refinancing.


 


“Obligor” means any person having obligation to
Lender, whether for the payment of money or otherwise, under this Agreement or
under the Related Documents, including but not limited to any guarantors of the
Indebtedness.


 


“Parties” means all Borrowers guarantors, and Non-Borrower
Debtors signing this Agreement.


 


“Party” means any Borrower, guarantor, and
Non-Borrower Debtor signing this Agreement.


 


“Property” means the Parties assets, regardless of
what kind of assets they are.


 


“Related
Documents” means
all documents, promissory notes, security agreements, leases, mortgages,
construction loan agreements, assignments of leases and rents, guaranties,
pledges, and all other documents or agreements executed in  connection with this Agreement.  The term includes both documents existing at
the time of execution of this Agreement and documents executed after the date
of this Agreement.


 


IDENTIFICATION OF
INDEBTEDNESS.  The following loan and any amendments,
extensions, renewals or refinancing (the “Loans”) thereof is subject to this
Agreement:


 


·                  Loan number 702062413 with a principal amount of
$3,000,000.00


 


BORROWER’S REPRESENTATIONS AND
WARRANTIES.  Obligors represent and warrant to Lender
the accuracy of the description of Borrower, the statements made in this
section.  The representations and
warranties will continue and remain in effect until all of the Indebtedness is
fully paid to Lender and Obligors’ obligations are fully performed.


 


Borrower’s
Existence and Authority.  Borrower is duly formed and in good
standing under all laws governing Borrower and Borrower’s business, and the
person or persons executing this Agreement have the power and authority to
execute this Agreement and the Related Documents and to bind Borrower to the
obligation created in this Agreement and the Related Documents.


 


Financial
Information and Filing.  All Financial Statements
provided to Lender have been prepared and will continue to be prepared in
accordance with generally accepted accounting principles, consistently applied,
and fully and fairly present the financial condition of Obligors, and there has
been no material adverse change in Obligors’ business, Property, or condition,
either financial or otherwise, since the date of Obligors’ latest Financial
Statements. Obligors have filed all federal, state, and local tax returns and
other reports and filings required by law to be filed before the date of this
Agreement and have paid all taxes, assessments, and other charges that are due
and payable prior to the date of this Agreement.  Obligors have made reasonable provision for
these types of payments that are 


 

















 


accrued but not yet
payable.  Borrower does not know of any
deficiency or additional assessment not disclosed in Borrower’s books and
records.


 


Title and
Encumbrances.  Each Obligor has good title to, or valid
leasehold interests in, all its respective real and personal property material
to its respective business, except for liens or encumbrances permitted pursuant
to Section 4c of that certain Credit Agreement, dated as of March 16,
2009 (as amended, restated, replaced or otherwise modified from time to time,
the “Credit Agreement”), between the Borrower and Manufacturers and Traders
Trust Company, as administrative agent, or minor defects in title that do not
interfere with its ability to conduct its respective business as currently
conducted or to utilize such properties for their intended purposes.


 


Compliance
with General Law.  Borrower is in compliance with and will
conduct its business and use its assets in compliance with all laws,
regulations, ordinances, directives, and orders of any level of governmental
authority that has jurisdiction over Borrower, Borrower’s business or Borrower’s
assets, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a material adverse effect on the
business, assets, property or condition (financial or otherwise) of the
Borrower and the subsidiaries taken as a whole.


 


Environmental
Compliance.  Obligors are in compliance with all
applicable laws and rules of federal, state, and local authorities
affecting the environment, as all have been or are amended, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a material adverse effect on the business, assets,
property or condition (financial or otherwise) of the Borrower and the
subsidiaries taken as a whole.


 


No
Litigation/No Misrepresentations.  There are no existing or pending suits or
proceedings before any court, government agency, arbitration panel,
administrative tribunal, or other body, or threatened against Borrower that may
result in any 


material adverse change
in Borrower’s business, property, or financial condition, and all
representations and warranties in this Agreement and the Loan Documents are
true and correct in all material respects and no material fact has been
omitted.


 


COVENANTS.  On the date of this Agreement and continuing until the
Indebtedness is repaid and Borrower’s obligations are fully performed, Borrower
covenants as follows.


 


Notices
of Claims and Litigation/Notice of Adverse Events. 
Borrower will promptly notify Lender in writing of all threatened and
actual litigation, governmental proceeding, default, and every other occurrence
that may have a material adverse effect on Borrower’s business, financial
condition, or the Property.


 


Confirmatory
Documents and Actions.  Borrower agrees that on Lender’s
request, Borrower will do any act or execute any additional documents that are
or may be required to make the terms of the Loan conform to the conditions contained
in Lender’s commitment to Borrower. 
Within five days of Lender’s request, Borrower will furnish an estoppel certificate
in a form Lender approves.


 


Payment
of Taxes.  Borrower will pay all taxes, levies, and
assessments required by all local, state, and federal agencies. Borrower will
make these payments when the amounts are due but before any penalty for late
payment is imposed. Borrower’s failure to promptly pay any tax, levy, or
assessment due will be an Event of Default unless Borrower is diligently disputing
the amount and Borrower has established a reserve account for the payment of
the taxes if Borrower does not prevail in the dispute.


 


Business
Existence and Operations.  Borrower will keep Borrower’s
existence in its current organizational form in full force and effect unless
Lender receives prior written notice of Borrower’s proposed change.  Borrower will not sell or merge Borrower’s
business or any part of Borrower’s business without prior written notice to the
Lender.  Borrower will continue its
business as currently conducted. 
Borrower will not change its name, its identification number, or its
place of organization without prior written notice to the Lender.  Borrower will keep its books and records at
the address in this Agreement. Borrower will promptly notify Lender in writing
of any planned change in Borrower’s principal place of business.


 


Environmental
Compliance.  Borrower will comply with all laws affecting
the environment, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a material adverse
effect on the business, assets, property or condition (financial or otherwise)
of the Borrower and the subsidiaries taken as a whole. Borrower will notify
lender within ten days after Borrower receives a summons, notice, citation,
letter, or any other type of notice from any federal, state, or local
authority, or any other person that claims Borrower, is in violation of any law
affecting the environment.  Obligors
indemnify and hold Lender harmless from all violations of any environmental
laws. This indemnity includes all costs and expenses incurred by Lender,
including reasonable attorneys’ fees, that are related to a violation of any
environmental laws, even if the Indebtedness has been paid at the time any
proceeding, claim, or action is started against Lender. Lender may itself or
through Borrower arrange for an environmental audit prepared by a qualified environmental
engineering firm acceptable to Lender to confirm the continued accuracy of
Borrower’s environmental representations and warranties.  Borrower will pay for the environmental
audit.


 


Use of
Proceeds.  Borrower will use the loan proceeds in its
business.


 


Pay
Limitations.  Borrower will not draw, permit, or pay anyone
more that is reasonable for services provided to Borrower.


 


Other
Information.  From the date hereof until the Indebtedness
is fully repaid and all of Obligors’ obligations are fully performed and
satisfied, the Parties cited below agree, unless otherwise consented to in
writing by Lender, they will submit the following:


 


Hardinge Inc. — Audited
Annual Statements within 120 days after the end of each calendar year in form
acceptable to Lender.


 

















 


EVENTS OF DEFAULT. 
The occurrence of any of the following events will be an Event of
Default.


 


Noncompliance
with Lender Agreements.  Default by Borrower under any
provision of this Agreement, the Related Documents, or any other agreement with
Lender that is uncured for 10 days after receipt of notice from Lender of such Default.


 


False
Statements.  If an Obligor made or makes a materially
false or misleading misrepresentation in the Related Documents, in any
supporting material submitted to Lender or to third parties providing reports
to Lender, or in Financial Statements given or to be given to Lender.


 


Material
Adverse Change.  Any material adverse change in the Borrower’s
business, financial condition, or the Property has occurred or is imminent; if
the full performance of the obligations of any Obligor is materially impaired;
or if the Collateral and its value or Lender’s rights with respect thereto are
materially impaired in any way.  The
existence or reasonable likelihood of litigation, governmental proceeding, default,
or other event that may materially and adversely affect an Obligor’s business,
financial condition, or the Property.


 


Insolvency
or Liquidation.  An Obligor voluntarily suspends
transaction of its business or does not generally pay debts as they mature.  If an Obligor has or will made a general
assignment for the benefit of creditors or will file, or have filed against it,
any petition under federal bankruptcy law or under any other state or federal
law providing for the relief of debtors if the resulting proceeding is not
discharged within thirty days after filing. 
If a receiver, trustee or custodian is or will be appointed for an
Obligor.


 


Default
on Unrelated Debt.  If Borrower materially defaults under the
Credit Agreement so that the indebtedness under the Credit Agreement is
accelerated.


 


Judgments
or Attachments.  If there is entered against an Obligor a
judgment that materially affects the Borrower’s business, financial condition,
or the Property, and the same shall remain undischarged for a period of thirty consecutive
days during which execution shall not be effectively stayed, or if a tax lien,
levy, writ of attachment, garnishment, execution, or similar item is or will be
issued against the Collateral or which materially affects the Borrower’s business,
financial condition, or the Property, and which remains unpaid, unstayed on
appeal, undischarged, unbonded, or undismissed for thirty days after it was
issued.


 


Termination
of Existence or Change in Control.  Except as
permitted under the Credit Agreement, if Borrower or Borrower’s business is
sold or merged or if Borrower or Borrower’s business suspends business or
ceases to exist.


 


REMEDIES ON DEFAULT.


 


Remedies,
No Waiver.  The remedies provided for in this Agreement,
the Related Documents, and by law are cumulative and not exclusive.  Lender reserves the right to exercise some,
all, or none of its rights and reserves the right to exercise any right at any
time that Lender has the right, without regard to how much time has passed
since the right arose.  Lender may exercise
its rights in its sole, absolute discretion.


 


Acceleration,
Setoff.  Upon an Event of Default, the Loan and the
Indebtedness may, at Lender’s sole option, be declared immediately due and
payable.  Lender may apply Obligor’s bank
accounts and any other property held by Lender against the Indebtedness.


 


CROSS-DEFAULT. 
The default of any Party under the Related Documents, or under any other
obligation to Lender is a default under this Agreement if uncured for 10 days
after receipt of notice of such default from Lender.


 


ATTORNEY’S FEES AND OTHER COSTS. If legal proceedings are instituted to
enforce the terms of this Agreement, Borrower agrees to pay all reasonable
costs of the Lender in connection therewith, including reasonable attorneys’
fees, to the extent permitted by law.


 


EXPENSES. 
Obligors agree to pay all of Lender’s reasonable expenses incidental,
Uniform Commercial Code search fees, and all reasonable fees incurred by Lender
for audits, inspection, and copying of the Obligors’ books and records.  Obligors also agree to pay all reasonable
costs and expenses of Lender in connection with the enforcement of Lender’s
rights and remedies under this Agreement, the Related Documents, and any other
agreement between one of more Obligors and Lender, and in connection with the
preparation of all amendments, modifications, and waivers of consent with
respect to this Agreement, including reasonable attorneys’ fees.


 


GOVERNING LAW/PARTIAL ILLEGALITY. 
This Agreement and the Related Documents are and will be governed by,
and the rights of the Parties will be determined by the laws of the state of
New York except to the extent that federal law controls.  If any part, term,or provision of this Agreement
is determined to be illegal or in conflict with state or federal law, the
validity of the remaining portion or provisions of this Agreement will not be
affected, unless the stricken portion or provision adversely affects Lender’s
risk of realizing Lender’s anticipated return, in which case Lender may, in its
sole discretion, deem the Loan matured.


 


NOTICES. 
All notices required under this Agreement must be in writing and will be
considered given: (i) on the day of personal delivery, or (ii) one
business day after deposit with a nationally recognized overnight courier
service, or (iii) three business days after deposit with the United States
Postal Service sent certified mail, return receipt requested.  Any of these methods may be used 


 

















 


to give notice.  All notices must be sent to the party or
parties entitled to notice at the address first set forth in this
Agreement.  Any Party may change its
address for notice purposes on five days prior written notice to the other
Parties.


 


INTEGRATION AND AMENDMENT. 
This Agreement and other written agreements among the Parties, including
but not limited to the Related Documents, are the entire agreement of the
Parties and will be interpreted as a group, one with the others.  None of the Parties will be bound by anything
not expressed in writing, and this Agreement cannot be modified except by a
writing executed by those Parties burdened by the modification.


 


FURTHER ACTION. 
Obligors will, upon request of Lender, make, execute, acknowledge, and
deliver to Lender the modified and additional instruments, documents, and
agreements, and will take the further action that is reasonably required, to
carry out the intent and purpose of this transaction.


 


CONTINUING EFFECT.  Unless superseded by a later Business Loan Agreement,
this Agreement will continue in full force and effect until all of the Obligors’
obligations to Lender are fully satisfied and the Loan and Indebtedness are
fully repaid.


 


HEADINGS. 
All headings in this Agreement are included for reference only and do
not have any effect on the interpretation of this Agreement.


 


COUNTERPARTS. 
This Agreement may be executed by the Parties using any number of copies
of this Agreement.  All executed copies
taken together will be treated as a single Agreement.


 


TIME IS OF THE ESSENCE. 
Time is of the essence in the performance of this Agreement.


 


TRANSFERS. 
Borrower may not assign or transfer its rights or obligations under this
Agreement without Lender’s prior written consent.  Lender may transfer its interest in Lender’s
sole discretion.  Borrower waives all
rights of offset and counterclaim Borrower has against Lender.  The purchaser of a participation in the loan
may enforce its interest regardless of any claims or defenses Borrower has
against Lender.


 


JURISDICTION. 
Obligors agree to waive any objection to jurisdiction or venue on the
ground that Obligors are not residents of Lender’s locality.  Obligors authorize any action brought to
enforce Obligor’s obligations to be instituted and prosecuted in any state
court having jurisdiction or in the United States District Court for the
District that includes Lender’s location as set forth at the beginning of this
Agreement.  Obligors authorize lender to
elect the court at Lender’s sole discretion.


 


WAIVER OF JURY TRIAL.  All parties to this Agreement, waive, to the fullest extent permitted
by law, any right to trial by jury of any dispute, whether in contract, tort,
or otherwise, arising out of, in connection with, related to, or incidental to
the relationship established between them in this Agreement or any other
instrument, document, or agreement executed or delivered in connection herewith
or the transaction related hereto.


 


ORAL AGREEMENTS DISCLAIMER. 
This Agreement represents that final agreement between the parties and
may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties.  There
are no unwritten oral agreements between the parties.


 


By signing this Agreement,
Borrower acknowledges reading, understanding and agreeing to all its
provisions.


 


Hardinge Inc.


 


	
  /S/ EDWARD J. GAIO

  	
   

  	
  8/26/09

  	
   

  	
  /S/ DOUGLAS MALONE

  	
   

  	
  8/26/09

  	
   

  
	
  By: Edward J Gaio

  	
   

  	
  Date

  	
   

  	
  By: Douglas Malone

  	
   

  	
  Date

  	
   

  
	
  Vice
  President

  	
   

  	
   

  	
   

  	
  Controller

  	
   

  	
   

  	
   

  



 

















 


	
  COMMERCIAL
  LINE OF CREDIT

  	
  Chemung
  Canal Trust Company

  
	
  AGREEMENT
  AND NOTE

  	
  One Chemung Canal Plaza

  
	
   

  	
  Elmira, New York 14901

  
	
   

  	
  (607)737-3711

  



 


	
  LOAN NUMBER

  	
   

  	
  AGREEMENT
  DATE

  	
   

  	
  LOAN
  TERM

  	
   

  	
  LINE
  OF CREDIT LIMIT

  	
   

  
	
  702062413

  	
   

  	
  August 26, 2009

  	
   

  	
  On Demand

  	
   

  	
  $

  	
  3,000,000.00

  	
   

  
									



 


LOAN PURPOSE: Working Capital


 


BORROWER INFORMATION


 


Hardinge Inc.

1 Hardinge Drive

Elmira, NY 14902


 


LINE OF CREDIT AGREEMENT AND NOTE. This Commercial
Line of Credit Agreement and Note will be referred to in this document as the
“Agreement”.


 


LENDER. “Lender” means Chemung Canal
Trust Company whose address is One Chemung Canal Plaza, Elmira, New York 14901
, its successors and assigns.


 


BORROWER. “Borrower” means each person
or legal entity who signs this Agreement.


 


PROMISE TO PAY. For value received, receipt
of which is hereby acknowledged, the Borrower promises to pay, on demand by
Lender, the principal amount of Three Million and 00/100 Dollars
($3,000,000.00) or such lesser amount as shall have been advanced by Lender,
from time to time, to or on behalf of Borrower under this Agreement, and all
interest and any other charges, including service charges, to the order of
Lender at its office at the address noted above or at such other place as
Lender may designate in writing. The Borrower will make all payments in lawful
money of the United States of America.


 


PAYMENT SCHEDULE. This Agreement will be paid
according to the following required payment schedule: Beginning on August 31,
2009, monthly payments of accrued and unpaid interest. All payments received by
the Lender from the Borrower for application to the Line of Credit may be
applied to the Borrower’s obligations under the Line of Credit in such order as
determined by the Lender.


 


INTEREST RATE AND SCHEDULED PAYMENT CHANGES. The initial
variable interest rate on this Agreement will be 5.000% per annum. This
interest rate may change on August 27, 2009, and every day thereafter.
Each date on which the interest rate may change is called the “Change Date.”
Beginning with the first Change Date, Lender will calculate the new interest
rate based on Wall Street Journal Prime Rate in effect on the Change Date (the
“Index”). If the Index is not available at that time, Lender will choose a new
Index which is based on comparable information. The Index is used solely to
establish a base from which the actual rate of interest payable under this
Agreement will be calculated, and is not a reference to any actual rate of
interest charged by any lender to any particular borrower. The interest rate
will never be greater than 16.000% or less than 5.000%.


 


Nothing contained herein shall be construed as to require the Borrower
to pay interest at a greater rate than the maximum allowed by law. If, however,
from any circumstances, Borrower pays interest at a greater rate than the
maximum allowed by law, the obligation to be fulfilled will be reduced to an
amount computed at the highest rate of interest permissible under applicable
law and if, for any reason whatsoever, Lender ever receives interest in an
amount which would be deemed unlawful under applicable law, such interest shall
be automatically applied to amounts owed, in Lender’s sole discretion, or as
otherwise allowed by applicable law. A change in the interest rates may result
in a change in your payment amount. Interest on this Agreement is calculated on
a 365/360 day basis.


 


LATE PAYMENT CHARGE. If any required payment is
more than 10 days late, then at Lender’s option, Lender will assess a late
payment charge of 4% of the amount past due, subject to a maximum charge of
$50.00.


 


LINE OF CREDIT TERMS. This Agreement is
discretionary. The Borrower acknowledges and agrees that although the Borrower
may from time to time request an advance under this Agreement up to a maximum
amount equal to the Line of Credit Limit, the Lender in no way is obligated to
make such advance and all advances will be made by Lender in its sole and
absolute discretion and subject to the terms and conditions of this Agreement.


 


Advances.


 


·      Advances under
this Agreement may be requested orally or in writing by the Borrower or by an
authorized person.


·      The total of
all advances requested and unpaid principal cannot exceed Three Million and 00/100
Dollars ($3,000,000.00).


·      All advances
made will be charged to a loan account in Borrower’s name on Lender’s books,
and the Lender shall debit such account the amount of each advance made to, and
credit to such account the amount of each repayment made by Borrower. Lender
shall provide to Borrower periodic statements of Borrower’s loan account, which
shall be deemed to be correct, accepted by, and binding upon Borrower unless
Lender receives a written statement of exception from Borrower within 10 days
after such statement is furnished.


 


Suspension and Termination. Advances under this
Agreement will be available until the earlier to occur of (a) demand by
the Lender; (b) the Line of Credit is cancelled by Borrower; or (c) the
occurrence of an Event of Default.


 


RIGHT
OF SET-OFF. To the extent permitted by law, Borrower agrees
that Lender has the right to set-off any amount due and payable under this
Agreement, whether matured or unmatured, against any amount owing by Lender to
Borrower including any or all of Borrower’s accounts with Lender. This shall
include all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. Such right of set-off may be exercised by Lender
against Borrower or against any assignee for the benefit of creditors, receiver,
or execution, judgment or attachment creditor of Borrower, or against anyone
else claiming through or against Borrower of such assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off has not been exercised by
Lender prior to the making, filing or issuance or service upon Lender of, or of
notice of, assignment for the benefit of creditors, appointment or application
for the appointment of a receiver, or issuance of execution, subpoena or order or
warrant.


 


PAYABLE
ON DEMAND. This is a demand note. Payment is due upon Lender’s
demand.


 


DEFAULT. Upon the
occurrence of any one of the following events (each, an “Event of Default” or
“default” or “event of default”), Lender’s obligations, if any, to make any
advances will, at Lender’s option, immediately terminate and Lender, at its
option, may declare all indebtedness of Borrower to Lender under this Agreement
to be immediately due and payable without further notice of any kind notwithstanding
anything to the contrary in this Agreement or any other agreement: (a) Borrower’s
failure to make any payment on time or in the amount due; (b) any default
by Borrower under the terms of this Agreement or any other agreement, security
agreement executed in connection with this Agreement (individually, a “Loan
Document” and collectively, the “Loan Documents”); (c) any default by
Borrower under the terms of any other loan agreement, security agreement,
mortgage or other document in favor of Lender; (d) the death, dissolution,
or termination of existence of Borrower or any guarantor; (e) Borrower is
not paying Borrower’s debts as such debts become due; (f) the commencement
of any proceeding under bankruptcy or insolvency laws by or against Borrower or
any guarantor or the appointment of a receiver; (g) any default under the terms
of any other indebtedness of Borrower to any other creditor; (h) any writ
of attachment, garnishment, execution, tax lien or similar instrument is issued
against any collateral securing the loan, if any, or any of Borrower’s property
or any judgment is entered against Borrower or any


 


	
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  2004-2008 Copyright Compliance Systems, Inc. B44F-0301 - 2008.05.220

  	
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  Commercial
  Line of Credit Agreement and Note - DL4006

  	
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guarantor; (i) any part of Borrower’s business
is sold to or merged with any other business, individual, or entity; (j) any
representation or warranty made by Borrower to Lender in any of the Loan
Documents or any financial statement delivered to Lender proves to have been
false in any material respect as of the time when made or given; (k) if
any guarantor, or any other party to any agreement or instrument with or in
favor of Lender entered into or delivered in connection with the Loan
terminates, attempts to terminate or defaults under any such agreement or
instrument; (1) Lender has deemed itself insecure or there has been a
material adverse change of condition of the financial prospects of Borrower or
any collateral securing the obligations owing to Lender by Borrower. Upon the
occurrence of an event of default, Lender may pursue any remedy available under
any Related Document, at law or in equity.


 


RELATED DOCUMENTS. If this Agreement is secured
by a security agreement, mortgage, deed of trust, trust deed, security deed or
loan agreement of even or previous date, it is subject to all the terms
thereof.


 


GENERAL WAIVERS. To the extent
permitted by law, the Borrower severally waives any required notice of
presentment, demand, acceleration, intent to accelerate, protest and any other
notice and defense due to extensions of time or other indulgence by Lender or
to any substitution or release of collateral. No failure or delay on the part
of Lender, and no course of dealing between Borrower and Lender, shall operate
as a waiver of such power or right, nor shall any single or partial exercise of
any power or right preclude other or further exercise thereof or the exercise
of any other power or right.


 


JOINT AND SEVERAL LIABILITY. If permitted by law, each
Borrower executing this Agreement is jointly and severally bound.


 


SEVERABILITY. If a court of competent
jurisdiction determines any term or provision of this Agreement is invalid or
prohibited by applicable law, that term or provision will be ineffective to the
extent required. Any term or provision that has been determined to be invalid
or prohibited will be severed from the rest of this Agreement without
invalidating the remainder of either the affected provision or this Agreement.


 


SURVIVAL. The rights and privileges of
the Lender hereunder shall inure to the benefits of its successors and assigns,
and this Agreement shall be binding on all heirs, executors, administrators,
assigns and successors of Borrower.


 


ASSIGNABILITY. Lender may assign, pledge or
otherwise transfer this Agreement or any of its rights and powers under this
Agreement without notice, with all or any of the obligations owing to Lender by
Borrower, and in such event the assignee shall have the same rights as if
originally named herein in place of Lender. Borrower may not assign this
Agreement or any benefit accruing to it hereunder without the express written
consent of the Lender.


 


ORAL AGREEMENTS DISCLAIMER. This Agreement
represents the final agreement between the parties and may not be contradicted
by evidence of prior, contemporaneous or subsequent oral agreements of the
parties. There are no unwritten oral agreements between the parties.


 


GOVERNING LAW. This Agreement is governed by
the laws of the state of New York except to the extent that federal law
controls.


 


HEADING AND GENDER. The headings preceding text
in this Agreement are for general convenience in identifying subject matter,
but have no limiting impact on the text which follows any particular heading.
All words used in this Agreement shall be construed to be of such gender or
number as the circumstances require.


 


ATTORNEYS’ FEES AND OTHER COSTS. If legal
proceedings are instituted to enforce the terms of this Agreement, Borrower
agrees to pay all costs of the Lender in connection therewith, including
reasonable attorneys’ fees, to the extent permitted by law.


 


WAIVER OF JURY TRIAL. All parties to this Agreement
hereby knowingly and voluntarily waive, to the fullest extent permitted by law,
any right to trial by jury of any dispute, whether in contract, tort, or
otherwise, arising out of, in connection with, related to, or incidental to the
relationship established between them in this Agreement or any other
instrument, document or agreement executed or delivered in connection with this
Agreement or the related transactions.


 


By signing this Agreement, Borrower acknowledges
reading, understanding, and agreeing to all its provisions and receipt hereof.


 




	
  Hardinge
  Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Edward J. Gaio

  	
   

  	
  8/26/09

  	
   

  	
  /s/
  Douglas Malone

  	
   

  	
  8/26/09

  
	
  By:

  	
  Edward
  J Gaio

  	
  Date

  	
   

  	
  By:

  	
  Douglas
  Malone

  	
  Date

  
	
  Its:

  	
  Vice
  President

  	
   

  	
  Its:

  	
  Controller

  	
   

  
									






 


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