EXHIBIT 10.3
AMENDMENT NUMBER ONE
This Amendment Number One is dated as of December 11, 2000 and is to
the Credit Agreement among the Hardinge Inc., the Bank's signatory thereto and
The Chase Manhattan Bank as Agent, dated August 1, 1997 (the Agreement). Terms
used but not otherwise defined herein shall have the meanings ascribed thereto
in the AGREEMENT.
In order the amend the Agreement, the parties agree as follows:
1. Section 1.01 of the Agreement shall be amended by adding the
following definitions:
Acquisition Agreement means the Stock Purchase Agreement by and
between Ziersch Beteiligungs GmbH as seller, HTT ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇, and Hardinge Inc, as purchaser, with respect to the
sale and purchase of all of the issued and outstanding shares of
stock of HTT ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
Acquisition Date means the date the Acquisition Agreement has
been signed by all parties thereto.
2. The definition of "Margin" as set forth in Section 1.01 of the
Agreement shall be amended effective as of the Acquisition Date to read as
follows:
"Margin" means for each Variable Rate Loan zero (0) Basis Points
and for each Eurodollar Loan seventy-five (75) Basis Points.
3. The definition of Reference Banks as set forth in Section 1.01
of the Agreement shall be amended in its entirety to read as follows:
"Reference Banks" means The Chase Manhattan Bank and Fleet
National Bank, and their respective successors.
4. Article 6 of the Agreement shall be amended by adding Section
6.10 as follows:
Section 6.10 ACQUISITION AGREEMENT. Provide the Agent with a
true copy of the signed Acquisition Agreement within three (3)
days of the Acquisition Date.
5. Section 2.11 (a) of the Agreement shall be amended in its
entirety to read as follows:
(a) The Borrower shall pay to the Agent for the account of each
Bank a commitment fee on the daily average unused Commitment of
such Bank for the period from and including August 1, 1997 to
the earlier of the date the Commitments are terminated or the
day prior to the Acquisition Date, at a rate per annum equal to
fifteen (15) Basis Points if the ratio of Total Funded Debt to
Earnings Before Interest, Taxes, Depreciation and Amortization
is equal to or less than 1.0 to 1.0, twenty (20) Basis Points if
the ratio Funded Debt to Earnings Before Interest, Taxes,
Depreciation and Amortization is greater than 1.0 to 1 and less
than or equal to 2.0 to 1.0, and twenty-five (25) Basis Points
if the ratio Funded Debt to Earnings Before Interest, Taxes,
Depreciation and Amortization is greater than 2.0 to 1.0. The
Borrower shall pay to the Agent for the account of each Bank a
Commitment Fee on a daily average unused Commitment of such Bank
for the period from and including the Acquisition Date to the
earlier of the date the Commitments are terminated or the
Termination Date at a rate per annum equal to twenty-five (25)
Basis Points. The accrued commitment fee shall be due and
payable in arrears upon any reduction or termination of the
Commitments and on each Quarterly Date, and shall be calculated
on the basis of a year of 360 days for the actual number of days
elapsed. Where required, computation shall be based upon
Borrower's financial statements for the immediately preceding
four (4) fiscal quarters for income statement items and the most
recent fiscal quarter for balance sheet items.
6. Section 7.01(h) of the Agreement shall be amended by adding the
following at the end thereof:
Notwithstanding the foregoing, and subject to and upon the
closing of the transaction governed by the Acquisition
Agreement, (i) the amount of Liens against property other than
inventory and receivables shall not exceed Thirteen Million
Dollars ($13,000,000.00) in the aggregate and (ii) Liens against
the receivables of HTT ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ shall be
permitted.
7. The last paragraph of Section 7.05 of the Agreement shall be
amended in its entirety to read as follows;
-2-
Notwithstanding the foregoing, the aggregate amount of
acquisitions (net of amounts paid for with the Borrower's stock)
permitted under this section without the prior written consent
of the Required Banks shall not be greater than Fifteen Million
Dollars ($15,000,000.00) in any consecutive twenty-four (24)
month period, except that for the twenty-four (24) month period
next following the Acquisition Date the amount shall be the
lower of Thirty-six Million Dollars ($36,000,000.00) or the
amount paid as provided under the Acquisition Agreement.
8. Section 7.07 of the Agreement shall be amended by adding the
following at the end thereof:
Notwithstanding the foregoing, the Borrower shall be permitted
during the period commencing on the closing of the transaction
covered by the Acquisition Agreement and continuing for ninety
(90) calendar days thereafter to lend to ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ & Co.,
AG, or other wholly owned Subsidiary, up to Thirty-six Million
Dollars ($36,000,000.00) for the sole purpose of purchasing all
the issued and outstanding shares of stock of HTT ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ and the retirement of shareholder debt. Any Loans
made to the Borrower for purposes of funding such loan shall be
repaid within ninety (90) days of the date made.
9. 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 patties hereto may execute this Amendment Number One by
signing such counterpart.
10. 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 HERETO have caused this
Amendment Number One to be executed by their duly authorized officers as of the
day and year first above written.
HARDINGE INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman of
the Board and Chief Executive
Officer
-3-
AGENT:
THE CHASE MANHATTAN BANK,
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President
-4-
BANKS:
THE CHASE MANHATTAN BANK,
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President
FLEET NATIONAL BANK
Successor to Fleet Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice President
MANUFACTURERS & TRADERS TRUST
COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Vice President