EXHIBIT 10.2
AMENDMENT NUMBER THREE
This Amendment Number Three is dated as of February 5, 2001 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 by Amendment Number One as of August
1, 1997 and Amendment Number Two dated as of December 11, 2000 (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 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 Date was
January 1, 2000.
2. This Amendment Number Three 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 Three by
signing any such counterpart.
9. Other than as set forth in this Amendment Number Three, the terms
and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment Number
Three to be executed by their duly authorized officers as of the day and year
first above written.
HARDINGE INC.
By: /s/ Xxxxxx X. Xxxx
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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
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Xxxxxxxxx X. XxXxxx, Vice President
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BANKS:
THE CHASE MANHATTAN BANK,
Successor to The Chase Manhattan Bank
(National Association)
By: /s/ Xxxxxxxxx X. XxXxxx
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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
-------------------------------------
Xxxxxx X. Xxxxx, Vice President
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