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EXHIBIT 10.3    
  


 
 

AMENDMENT NUMBER ONE    
  


        This Amendment Number One is dated as of December 31, 2002 and 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. 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 charge to its shareholders equity for the fiscal year ending
December 31, 2002 in an amount not to exceed Eight Million Two Hundred Forty Five Thousand Dollars ($8,245,000). 


        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 $117,000,000, at all times through December 31, 2002, 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 the Hardinge Inc.
Pension Plan, 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 One, 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 One 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 One, the terms and conditions of the Agreement shall remain in full force and effect. 


        IN WITNESS WHEREOF, the parties have caused this Amendment Number One 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/  ALBERT G. WHITE      
 Albert G. White, Senior Vice President







 


	 	 	BANKS:
	
 	
 	
JPMORGAN CHASE BANK
	

 	
 	
By:	

/s/  CHRISTINE M. MCLEOD      
 Christine M. McLeod, Vice President
	

 	
 	
KEYBANK NATIONAL ASSOCIATION
	

 	
 	
By:	

/s/  ALBERT G. WHITE      
 Albert G. White, Senior 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




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EXHIBIT 10.3


AMENDMENT NUMBER ONE