EXHIBIT 10.1


 


CHEMUNG
CANAL TRUST COMPANY


 


MASTER
NOTE


 


$8,000,000.00                                                                 ELMIRA,
NEW YORK


 


FEBRUARY 8, 2001


 


For value received, the
undersigned, HARDINGE, INC. (“Borrower promises to pay to the order of CHEMUNG
CANAL TRUST COMPANY (“Lender”), on demand or when due as provided herein, at
its office at One Chemung Canal Plaza, Elmira, New York, or at any other office
designated by Lender, the principal sum of EIGHT MILLION and NO/100
($8,000,000.00) Dollars, or so much thereof as shall equal the unpaid principal
amount of all advances made by Lender to Borrower, plus interest on the
principal amount outstanding from time to time.


 


This Note shall be
evidence of indebtedness and shall constitute the terms of payment by the
Borrower to the Lender of principal which may be borrowed, repaid and
reborrowed from time to time, it being understood that the Lender may, in its
sole discretion, decline in whole or in part to make any advance requested by
Borrower. The excess of borrowing over repayments shall be the principal
balance due hereunder from time to time and at any time.


 


The Lender may, in its
sole discretion, make an advance to the Borrower upon oral request. Each oral
request shall be conclusively presumed to have been made by a person authorized
by Borrower to do so, and any credit by the Lender of any advance to or for the
account of the Borrower shall establish the Borrower’s obligation to repay the
same in accordance with the terms of this Note. The Lender shall incur no
liability to any party by reason of making an advance upon an oral request. The
Lender will endeavor (but shall be under no obligation) to send to the Borrower
written confirmation of the date and amount of such advance, but its failure to
do so will not relieve the Borrower of its obligations hereunder, including its
obligation to repay the advance when due.


 


Each advance made to
Borrower shall be deposited in Borrower’s account at Chemung Canal Trust
Company, identified below. Any advance made hereunder shall be in an amount of
not less than $2,500.00.


 


Interest shall accrue at
a rate equal to the Prime Rate in effect from time to time. Prime Rate, as used
herein, shall mean the annual rate of interest announced by THE WALL STREET
JOURNAL, as THE WALL STREET JOURNAL Prime Rate. The rate of interest payable
hereunder shall change on each date on which a change in the Prime Rate becomes
effective. Interest will be calculated for the actual number of days on a
360-day basis


 


Advances in excess of
$500,000.00 designated for duration of one month or longer shall accrue
interest at a rate equal to the sum of the one-month London Interbank Offered
rate (LIBOR) in effect from time to time plus .50% per annum. The LIBOR rate as
used herein shall mean the annual rate of interest announced in the Wall Street
Journal. All advances will carry the LIBOR rate fixed for one month. All
advances under $500,000.00 and any advance paid prior to the one-month maturity
will have its interest rate revert to the Wall Street Journal Prime Rate. All
interest will be calculated for the actual number of days on a 360-day basis.


 


Lender may, at its sole
option, declare the entire balance of principal and accrued interest due and
payable at any time, and in that event, the Borrower will immediately pay the
entire balance in full.


 


All or any part of the
indebtedness evidenced by this Note may be paid without penalty at any time.


 


All payments shall be in
lawful money of the United States in immediately available funds.


 


If the Lender demands and
accepts partial payments, such demand or acceptance shall not be construed as a
waiver of the right to demand the entire unpaid balance due hereunder at any
time in accordance with the terms hereof. Any delay by the Lender in exercising
any rights hereunder shall not operate as a waiver of such rights.


 


The provisions of any
separate Security Agreement or mortgage executed by the Borrower shall become a
part of the terms of this Master Note.


 

















 


If this item is checked,             ,
notwithstanding any other provision of this Note, the Borrower agrees that for
a period of           
consecutive days during each of Borrower’s fiscal years, there shall be no
principal balance and accrued interest outstanding under this Master Note.


 


Borrower, and endorsers
and guarantors hereof, waive any demand, presentment for payment, protest and
notice of protest for non-payment of this Note. This Note shall be governed by
the laws of the State of New York.


 


Borrower agrees to pay
all reasonable costs and expenses, including attorneys’ fees and disbursements
incurred by Lender in enforcing this Note.


 


HARDINGE
INC. 


ONE
HARDINGE DRIVE 


ELMIRA,
NEW YORK 14902-1507


 


	
   

  	
  BY:

  	
  /s/
  RICHARD L. SIMONS

  	
   

  
	
   

  	
  RICHARD
  L. SIMONS

  
	
   

  	
  EXECUTIVE
  VICE PRESIDENT/CHIEF FINANCIAL OFFICER

  



 


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