EXHIBIT 10.1
CONFIRMATION
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SWAP TRANSACTION
JUNE 05 1998
HARDINGE INC.
ELMIRA
ATTN: TOM CONNELLY
PHONE: 607-734-2281
FAX: 607-734-5517
RE: SWAP TRANSACTION (OUR REF. NO. 0000050820 / 47154018)
DEAR SIRS:
THE PURPOSE OF THIS LETTER AGREEMENT IS TO SET FORTH THE TERMS AND CONDITIONS OF
THE SWAP TRANSACTION ENTERED INTO BETWEEN US ON THE TRADE DATE SPECIFIED BELOW
(THE "SWAP TRANSACTION"). THIS LETTER AGREEMENT CONSTITUTES A "CONFIRMATION" AS
REFERRED TO IN THE AGREEMENT SPECIFIED BELOW.
THE DEFINITIONS AND PROVISIONS CONTAINED IN THE 1991 ISDA DEFINITIONS (THE
"DEFINITIONS") (AS PUBLISHED BY THE INTERNTIONAL SWAPS AND DERIVATIVES
ASSOCIATION, INC.) ARE INCORPORATED INTO THIS CONFIRMATION. IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THOSE DEFINITIONS AND PROVISIONS AND THIS CONFIRMATION,
THIS CONFIRMATION WILL GOVERN.
1. THIS CONFIRMATION SUPPLEMENTS, FORMS PART OF, AND IS SUBJECT TO THE ISDA
MASTER AGREEMENT, DATED FEBRUARY 15, 1996, AS AMENDED AND SUPPLEMENTED FROM
TIME TO TIME (THE "AGREEMENT") BETWEEN THE CHASE MANHATTAN BANK ("CHASE")
AND HARDINGE INC. (THE "COUNTERPARTY"). ALL PROVISIONS CONTAINED IN THE
AGREEMENT SHALL GOVERN THIS CONFIRMATION EXCEPT AS EXPRESSLY MODIFIED
BELOW.
2. THE TERMS OF THE PARTICULAR SWAP TRANSACTION TO WHICH THIS CONFIRMATION
RELATES ARE AS FOLLOWS:
NOTIONAL AMOUNT: USD 15,000,000.00
TRADE DATE: MAY 28, 1998
EFFECTIVE DATE: JUNE 01 1998
TERMINATION DATE: JUNE 02 2003, SUBJECT TO ADJUSTMENT
IN ACCORDANCE WITH THE MODIFIED
FOLLOWING BUSINESS DAY CONVENTION
FIXED AMOUNTS
FIXED RATE PAYER: THE COUNTERPARTY
CONFIRMATION
--------------
SWAP TRANSACTION
JUNE 05 1998
HARDINGE INC.
ELMIRA
ATTN: TOM CONNELLY
PHONE: 607-734-2281
FAX: 607-734-5517
RE: SWAP TRANSACTION (OUR REF. NO. 0000050820 / 471540018)
CONTINUATION - (1)
FIXED RATE PAYER PAYMENT DATES, SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH THE
MODIFIED FOLLOWING BUSINESS DAY CONVENTION: SEPTEMBER 01, DECEMBER 01,
MARCH 01, JUNE 01 OF EACH YEAR PRIOR TO AND INCLUDING THE TERMINATION
DATE, COMMENCING WITH SEPTEMBER 01 1998.
FIXED RATE AND FIXED RATE DAY COUNT FRACTION: 6.01%; ACTUAL/ 360
FLOATING AMOUNTS
FLOATING RATE PAYER: CHASE
FLOATING RATE PAYER PAYMENT DATES, SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH THE
MODIFIED FOLLOWING BUSINESS DAY CONVENTION: SEPTEMBER 01, DECEMBER 01,
MARCH 01, JUNE 01 OF EACH YEAR PRIOR TO AND INCLUDING THE TERMINATION
DATE COMMENCING WITH SEPTEMBER 01 1998.
FLOATING RATE FOR INITIAL
CALCULATION PERIOD: 5.6875 PER CENT
FLOATING RATE OPTION: USD-LIBOR-BBA
DESIGNATED MATURITY: 3 MONTHS
FLOATING RATE DAY
COUNT FRACTION: ACTUAL/360
SPREAD: PLUS 0.0%
RESET DATES: THE FIRST DAY OF EACH
CALCULATION PERIOD
BUSINESS DAYS FOR PAYMENTS
BY BOTH PARTIES: LONDON, NEW YORK,
CALCULATION AGENT: CHASE, OR AS STATED IN THE
AGREEMENT
3. ACCOUNT DETAILS
CONFIRMATION
--------------
SWAP TRANSACTION
JUNE 05 1998
HARDINGE INC.
ELMIRA
ATTN: TOM CONNELLY
PHONE: 607-734-2281
FAX: 607-734-5517
RE: SWAP TRANSACTION (OUR REF. NO. 0000050820 / 47154018)
CONTINUATION - (2)
PAYMENTS TO CHASE
ACCOUNT FOR PAYMENTS IN USD:
CHASE MANHATTAN BANK
NEW YROK
FED ABA 021-000-021
A/C# 900-9-001364
PAYMENTS TO COUNTERPARTY
ACCOUNT FOR PAYMENTS IN USD:
TO BE ADVISED
4. OFFICE AND ADDRESS FOR NOTICES IN CONNECTION WITH THIS SWAP TRANSACTION:
(A) CHASE: ITS HEAD OFFICE IN NEW YORK AT 4 CHASE METROTECH CENTER,
17TH FLOOR, BROOKLYN, NY 11245, ATTN: GLOBAL DERIVATIVE OPERATIONS.
(B) COUNTERPARTY: ITS OFFICE IN ELMIRA, ATTN: TOM CONNELLY, PHONE:
(607) 734-2281, FAX: (607) 734-5517.
5. DOCUMENTS TO BE DELIVERED:
EACH PARTY SHALL DELIVER TO THE OTHER, AT THE TIME OF ITS EXECUTION OF THIS
CONFIRMATION, EVIDENCE OF THE SPECIMEN SIGNATURE AND INCUMBENCY OF EACH
PERSON WHO IS EXECUTING THE CONFIRMATION ON THE PARTY'S BEHALF, UNLESS SUCH
EVIDENCE HAS PREVIOUSLY BEEN SUPPLIED IN CONNECTION WITH THE AGREEMENT AND
REMAINS TRUE AND IN EFFECT .
6. EACH PARTY WILL BE DEEMED TO REPRESENT TO THE OTHER PARTY ON THE DATE ON
WHICH IT ENTERS INTO A SWAP TRANSACTION THAT (ABSENT A WRITTEN AGREEMENT
BETWEEM THE PARTIES THAT EXPRESSLY IMPOSES AFFIRMATIVE OBLIGATIONS TO THE
CONTRARY FOR THAT SWAP TRANSACTION):
CONFIRMATION
--------------
SWAP TRANSACTION
JUNE 05 1998
HARDINGE INC.
ELMIRA
ATTN: TOM CONNELLY
PHONE: (607) 734-2281
FAX: (607) 734-5517
RE: SWAP TRANSACTION (OUR REF. NO. 0000050820 / 47154018)
CONTINUATION - (3)
(A) NON RELIANCE. IT IS ACTING FOR ITS OWN ACCOUNT, AND IT HAS MADE ITS
OWN INDEPENDENT DECISIONS TO ENTER INTO THAT SWAP TRANSACTION AND
AS TO WHETHER THAT SWAP TRANSACTION IS APPROPRIATE OR PROPER FOR IT
BASED UPON ITS OWN JUDGEMENT AND UPON ADVICE FROM SUCH ADVISERS AS
IT HAS DEEMED NECESSARY. IT IS NOT RELYING ON ANY COMMUNICATION
(WRITTEN OR ORAL) OF THE OTHER PARTY AS INVESTMENT ADVICE OR AS A
RECOMMENDATION TO ENTER INTO THAT SWAP TRANSACTION: IT BEING
UNDERSTOOD THAT INFORMATION AND EXPLANATIONS RELATED TO THE TERMS
AND CONDITIONS OF A SWAP TRANSACTION SHALL NOT BE CONSIDERED
INVESTMENT ADVICE OR A RECOMMENDATION TO ENTER INTO THAT SWAP
TRANSACTION. NO COMMUNICATION (WRITTEN OR ORAL) RECEIVED FROM THE
OTHER PARTY SHALL BE DEEMED TO BE AN ASSURANCE OR GUARANTEE AS TO
THE EXPECTED RESULTS OF THAT SWAP TRANSACTION.
(B) ASSESSMENT AND UNDERSTANDING. IT IS CAPABLE OF ASSESSING THE MERITS
OF AND UNDERSTANDING (ON ITS OWN BEHALF OR THROUGH INDEPENDENT
PROFESSIONAL ADVICE), AND UNDERSTANDS AND ACCEPTS, THE TERMS,
CONDITIONS AND RISKS OF THAT SWAP TRANSACTION.IT ALSO IS CAPABLE OF
ASSUMING, AND ASSUMES, THE RISKS OF THAT SWAP TRANSACTION.
(C) STATUS OF PARTIES. THE OTHER PARTY IS NOT ACTING AS A FIDUCIARY FOR
OR AN ADVISER TO IT IN RESPECT OF THAT SWAP TRANSACTION.
7. NEGATIVE INTEREST RATES.
(A) CHASE AND COUNTERPARTY AGREE THAT, IF WITH RESPECT TO A CALCULATION
PERIOD, EITHER PARTY IS OBLIGATED TO PAY A FLOATING AMOUNT THAT IS
A NEGATIVE NUMBER (EITHER DUE TO A QUOTED NEGATIVE FLOATING RATE OR
BY OPERATION OF A SPREAD THAT IS SUBTRACTED FROM THE FLOATING
RATE), THE FLOATING AMOUNT WITH RESPECT TO THAT PARTY FOR THAT
CALCULATION PERIOD WILL BE DEEMED TO BE ZERO, AND THE OTHER PARTY
WILL PAY TO THAT PARTY THE ABSOLUTE VALUE OF THE NEGATIVE FLOATING
AMOUNT AS CALCULATED, IN ADDITION TO ANY AMOUNTS OTHERWISE OWED BY
THE OTHER PARTY FOR THAT CALCULATION PERIOD, ON THE PAYMENT DATE
THAT THE FLOATING AMOUNT WOULD HAVE BEEN DUE IF IT HAD BEEN A
POSITIVE NUMBER.
PLEASE CONFIRM THAT THE FOREGOING CORRECTLY SETS FOR THE TERMS OF
CONFIRMATION
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SWAP TRANSACTION
JUNE 05 1998
HARDINGE INC.
ELMIRA
ATTN: TOM CONNELLY
PHONE: (607) 734-2281
FAX: (607) 734-5517
RE: SWAP TRANSACTION (OUR REF. NO. 0000050820 / 47154018)
CONTINUATION - (4)
OUR AGREEMENT BY EXECUTING THE COPIES OF THIS CONFIRMATION ENCLOSED FOR THAT
PURPOSE AND RETURNING THEM TO US.
FOR INQUIRIES REGARDING THIS CONFIRMATION PLEASE CALL:
CUSTOMER SERVICE AT (718) 242-3155, OR FAX (718) 242-9262/4809/4811
YOURS SINCERELY,
THE CHASE MANHATTAN BANK
BY: /s/ SHEILA Y. HILTON
AUTHORIZED SIGNATURE
SHELIA Y. HILTON
ASSISTANT VICE PRESIDENT
CONFIRMED AS OF THE DATE FIRST
ABOVE WRITTEN:
HARDINGE INC.
BY: /s/ THOMAS T. CONNELLY
NAME: THOMAS T. CONELLY
TITLE: TREASURER