EXHIBIT 10.6
AMENDMENT NUMBER TWO
This Amendment Number Two is dated as of December 11. 2000 and is to
the Credit Agreement among Hardinge Inc., the Bank's signatory thereto and The
Chase Manhattan Bank (National Association) (now The Chase Manhattan Bank) as
Agent, dated as of February 28, 1996 and amended as of August 1, 1997 (as
amended the Agreement). Terms used but not otherwise defined herein shall have
the meanings ascribed thereto in the Agreement.
In order to further 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
among Ziersch Beteiligungs GmbH as seller, HTT Xxxxxx Xxxxxx
Xxxxxxxx XX, and Hardinge Inc. as purchaser, with respect to the
sale and purchase of all of the issued and outstanding shares of
stock of HTT Xxxxxx Xxxxxx Xxxxxxxx XX.
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 HSBC Bank
USA, 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 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 Xxxxxx Xxxxxx Xxxxxxxx XX shall
be permitted.
6. The last paragraph of Section 7.05 of the Agreement shall be
amended to read as follows:
Notwithstanding the foregoing. the aggregate amount of
acquisition (net of amounts paid for with the Borrower's stock)
permitted under this section without the prior written consent
of the Required Banks shall be not greater than Fifteen Million
Dollars ($15,000,000.00) in any consecutive twenty-four (24)
month period. except that for the twenty-four (24) months 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.
7. Section 7.07 of the Agreement shall be amended by adding the
following at the end of that Section:
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 L. Kcllenberger & Co.,
AG, or other wholly owned Subsidiary, up to Thirty-six Million
Dollars ($36,000,000.00) for the sole purpose of purchasing all
of the issued and outstanding shares of stock of HTT Xxxxxx
Tripet Xxxxxxxx XX and the retirement of shareholder debt.
8. 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 any such counterpart.
9. Other than as set forth in this Amendment Number Two, the terms
and conditions of the Agreement shall remain in full force and effect.
2
IN WITNESS WHEREOF, the parties 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/ Xxxxxx X. Xxxx
------------------------------
Xxxxxx X. Xxxx, Chairman of
the Board and Chief Executive
Officer
AGENT:
THE CHASE MANHATTAN BANK
Successor to The Chase Manhattan
Bank (National Association)
By: /s/ Xxxxxxxxx X. XxXxxx
------------------------------
Xxxxxxxxx X. XxXxxx,
Vice President
3
BANKS:
THE CHASE MANHATTAN BANK,
Successor to The Chase Manhattan
Bank (National Association)
By: /s/ Xxxxxxxxx X. XxXxxx
------------------------------
Xxxxxxxxx X. XxXxxx,
Vice President
THE CHASE MANHATTAN BANK
f/k/a Chemical Bank
By: /s/ Xxxxxxxxx X. XxXxxx
------------------------------
Xxxxxxxxx X. XxXxxx,
Vice President
HSBC BANK USA
f/k/a Marine Midland Bank
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
----------------------------
Title: V.P.
---------------------------
4
