EXHIBIT 10.1
SECOND AMENDMENT TO TERM LOAN AGREEMENT
THIS SECOND AMENDMENT (the "Amendment"), dated as of March 20, 2002, is
made to that certain Term Loan Agreement, dated as of March 20, 2001, as the
same was amended by that certain First Amendment to Term Loan Agreement, dated
as of October 1, 2001 (collectively, the "Original Loan Agreement"), by and
between HARDINGE INC., a New York corporation (the "Borrower') and KEYBANK
NATIONAL ASSOCIATION, a national banking association (the "Lender").
RECITALS:
WHEREAS, the Borrower has requested that certain changes and
modifications be made to the Original Loan Agreement, including a certain
financial covenant therein contained, and the Lender is agreeable to making the
same in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants herein contained, the receipt and sufficiency of which are hereby
mutually acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. DEFINITIONS. All capitalized terms used and not otherwise defined in
this Amendment shall have the meanings ascribed to such terms in the Loan
Agreement.
2. CERTAIN DEFINITIONS The definition of "Fixed Charges" set forth in
Section 1.01 of the Original Loan Agreement is hereby amended in its entirety to
read as follows:
"Fixed Charges" means the sum of interest expense, current
maturities of long-term debt (excluding (i) as of December 31,
2001 any debt outstanding under that certain $50,000,000
Credit Agreement, dated as of August 1, 1997, by and among the
Borrower, the banks signatory thereto, and The Chase Manhattan
Bank as Agent ("Chase"), most recently amended by Amendment
Number Three, dated as of September 20, 2001 (collectively,
the "Line of Credit") and the entire principal amount of the
Loan, and (ii) as of March 31, 2003, any debt outstanding
under the Line of Credit and $22,800,000 of the principal
amount of the Loan) and current maturities of Capital Leases
(all calculated for the period of measurement of the financial
covenant contained herein)."
3. MISCELLANEOUS. This Amendment is entered into pursuant to and in
accordance with SECTION 9.03 of the Original Loan Agreement. This Amendment may
be executed in counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same instrument. Except as
expressly modified or amended herein, the Original Loan Agreement and each of
the other Loan Documents to which the Borrower is a party is hereby restated,
ratified and confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have caused this Second Amendment to Term Loan Agreement to be
duly executed and delivered as of the date first above written.
HARDINGE INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Title: Treasurer
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx, III
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Xxxxxx X. Xxxxx, III
Title: Senior Vice President
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