EXHIBIT 10.1
AMENDMENT NUMBER TWO
This Amendment Number Two is dated as of February 5, 2001 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 as by replacing the
definition of Earnings Before Interest, Taxes, Depreciation and
Amortization as follows:
"Earnings Before Interest, Taxes, Depreciation and Amortization"
means Consolidated Net Income prior to the deduction of interest
expense, prior to the deduction of for federal or foreign corporate
income and corporate franchise taxes and prior to the deduction of
for depreciation and amortization. Notwithstanding anything to the
contrary set forth herein, for the twelve months following the
Acquisition Date, Earnings Before Interest, Taxes, Depreciation and
Amortization shall be calculated as if the Acquisition had taken
place on January 1, 2000.
2. This Amendment Number Two 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 Two by signing such counterpart.
3. Other than as set forth in this Amendment Number Two, 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 Two to be executed by their duly authorized officers as of the day and
year first above written.
HARDINGE INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman of the Board
and Chief Executive Officer
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AGENT:
THE CHASE MANHATTAN BANK,
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
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BANKS:
THE CHASE MANHATTAN BANK,
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
FLEET NATIONAL BANK
Successor to Fleet Bank
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
MANUFACTURERS & TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
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