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Exhibit 10.4
AMENDMENT NUMBER FIVE
This Amendment Number Five is dated as of April 5, 2002 and is to the
Credit Agreement among Hardinge Inc., the Banks signatory thereto and The Chase
Manhattan Bank (National Association) (now JPMorgan Chase Bank) as Agent, dated
as of February 28, 1996 and amended by Amendment Number One dated as of August
1, 1997, Amendment Number Two dated as of December 11, 2000, Amendment Number
Three dated as of February 5, 2001 and Amendment Number Four dated as of
September 20, 2001 (as amended, the "Agreement"). Terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Agreement.
The Borrower has requested, and upon the terms and conditions set forth
herein the Banks have agreed, to certain modifications to the Agreement. For
good and valuable consideration, receipt of which is hereby severally
acknowledged, the parties agree as follows:
A. AMENDMENTS: Effective upon satisfaction of each of the conditions in
Section B hereof, each Bank, Agent and Borrower agree that the
Agreement shall be amended in the following respects (the
"Amendments"):
1. The definition of "Margin" as set forth in Section 1.01 of the
Agreement shall be amended in its entirety to read as follows:
"Margin" means for each Variable Rate Loan fifty (50) Basis
Points and for each Eurodollar Loan three hundred (300) Basis
Points.
2. Article 6 of the Agreement shall be amended by adding Section 6.11
as follows:
Section 6.11 DOMESTIC SUBSIDIARIES. Within ten (10) days of
the creation or acquisition of any new domestic Subsidiary or
the acquisi- tion of assets by or the transfer of assets to
any existing domestic Subsidiary, deliver or cause to be
delivered to the Agent a guaranty from such domestic
Subsidiary in form and substance acceptable to Agent and a
security agreement in substantially the same form as the
Security Agreement (as defined below) by such domestic
Subsidiary; provided, however, nothing contained in this
provision shall be deemed to be consent by the Agent or any
Bank of such creation, acquisition or transfer.
3. Section 7.01(h) of the Agreement shall be amended so that the last
sentence thereof is amended in its entirety to read as follows:
Notwithstanding the foregoing, and subject to and upon the
closing of the transactions governed by the Acquisition
Agreement, (i) the amount of the Liens against property other
than inventory and receivables shall not exceed the principal
amount of such Liens outstanding as of the
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date of Amendment Number Five to this Agreement plus any
amount of the mortgage Liens permitted pursuant to subsection
7.01(i) below, and (ii) Liens against receivables of HTT
Hauser Tripet Tschudin AG shall be permitted.
4. Section 7.01 of the Agreement shall be further amended so that the
following provisions are added as a new subsections (i) and (j) thereof:
(i) mortgage Liens on the Borrower's or any Subsidiary's real
property provided 63.5% of the net proceeds from such mortgage
financing are used to pay the outstanding principal under the
1997 Agreement (as defined in the Intercreditor Agreement)
and/or any modification, renewal, extension, restatement or
replacement thereof or supplement thereto, whether by the
Agent or any other lender, and 36.5% of such net proceeds are
used to pay principal under the KeyBank Loan (as defined in
the Intercreditor Agreement).
(j) provided the Intercreditor Agreement (as defined below) is
in full force and effect, Liens in favor of KeyBank (as
defined below) on property in which the Agent has been granted
a security interest.
5. Section 7.05 of the Agreement shall be amended in its entirety to
read as follows:
7.05 CONSOLIDATIONS, MERGERS, ACQUISITIONS AND SALES OF
ASSETS. Consolidate or merge with or into, or sell, lease or
otherwise dispose of any of its assets to, any Person or
acquire all or any substantial portion of the properties,
assets or shares of stock of any other organization or permit
any Subsidiary to do any of the above except that:
(a) any Subsidiary may consolidate or merge with the
Borrower or any wholly-owned subsidiary of the
Borrower;
(b) the Borrower or any Subsidiary may sell, lease or
otherwise dispose of any of its inventory in the
ordinary course of business and any of its assets
which are obsolete, excess or unserviceable;
(c) the Borrower or any Subsidiary may sell, pledge or
discount customer notes in accordance with the terms
of the Pledge Agreement (Customer Notes) (as defined
below);
(d) the Borrower or any Subsidiary may sell, lease or
otherwise dispose of any of its assets (other than as
permitted by clauses (a)-(c) inclusive), PROVIDED
that the aggregate net value of all
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assets of the Borrower and its Subsidiary sold,
leased, or otherwise disposed of during any fiscal
year of the Borrower pursuant to this clause (d)
shall not exceed five percent (5%) of the
Consolidated Tangible Net Worth of the Borrower and
its Subsidiaries at the end of the preceding fiscal
year.
All sales, leases or disposition of assets pursuant to clause
(b), (c) or (d) shall be at fair market value.
6. Section 8.01 of the Agreement shall be amended so that the following
phrase is inserted immediately following the end thereof:
Consolidated Current Liabilities shall not include for the
calculations as of September 30, 2002 and December 31, 2002,
that portion of the KeyBank Loan (as defined in the
Intercreditor Agreement) which would otherwise not be
classified as current, except for the accounting treatment due
to the possibility of early maturity on August 1, 2003 if the
1997 Agreement (as defined in the Intercreditor Agreement) is
not replaced or renewed.
7. Section 8.02 of the Agreement shall be amended to require that the
Borrower shall maintain a minimum Consolidated Tangible Net Worth of at least
One Hundred Thirty Million Dollars ($130,000,000.00) at all times through
December 31, 2002 and One Hundred Thirty-two Million Dollars ($132,000,000.00)
thereafter.
8. Section 8.03 of the Agreement shall be amended in its entirety to
read as follows:
8.03 FUNDED DEBT. Borrower shall maintain a ratio of Funded
Debt to Earnings Before Interest, Taxes, Depreciation and
Amortization, as measured as of the last day of each fiscal
quarter for the immediately preceding twelve (12) months of
not greater than (i) 3.75 to 1 for the fiscal quarter ending
March 31, 2002, (ii) 4.0 to 1 for the fiscal quarters ending
June 30, 2002 and September 30, 2002, (iii) 4.2 to 1 for
fiscal quarter ending December 31, 2002, (iv) 4.0 to 1 for
fiscal quarter ending March 31, 2003, (v) 3.75 to 1 for the
fiscal quarter ending June 30, 2003, and (vi) 2.5 to 1 for
each fiscal quarter thereafter.
9. Section 8.04 of the Agreement shall be amended in its entirety to
read as follows:
8.04 EARNINGS. Borrower shall maintain a ratio of Earnings
Before Interest, Taxes, Depreciation and Amortization to
Interest measured as of the last day of each fiscal quarter
for the immediately preceding twelve (12) months, of not less
than (i) 4.0 to 1 for the fiscal quarter ending March 31,
2002, (ii) 3.0 to 1 for the fiscal quarter ending June
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30, 2002, (iii) 2.5 to 1 for the fiscal quarter ending
September 30, 2002, (iv) 3.0 to 1 for fiscal quarters ending
December 31, 2002 and March 31, 2003, and (v) 3.25 to 1 for
the fiscal quarter ending June 30, 2003 and each fiscal
quarter thereafter.
10. Section 9.01 of the Agreement shall be amended so that the
following provisions are added as new subsections (j)-(l) thereof:
(j) KeyBank National Association or its successors and assigns
("KeyBank") shall fail to perform or observe any term,
covenant or agreement contained within the Intercreditor
Agreement between the Agent and KeyBank National Association
dated as of April 5, 2002, as the same may be amended or
modified from time to time (the "Intercreditor Agreement"); or
(k) The Borrower shall fail to perform or observe any other
term, covenant or agreement executed and/or delivered in
connection with the KeyBank Loan (as defined in the
Intercreditor Agreement) and effect of such failure is to
accelerate or permit the acceleration of the KeyBank Loan
prior to the stated maturity thereof; or
(l) There shall occur an event of default under (i) the
Security Agreement by Borrower in favor of Agent dated as of
April 5, 2002 as the same may be amended from time to time
(the "Security Agreement"), (ii) the Pledge Security Agreement
(Customer Notes) by Borrower in favor of Agent dated as of
April 5, 2002 as the same may be amended or modified from time
to time (the "Pledge Agreement (Customer Notes)"), or (iii)
the Pledge Security Agreement (Stock of Canadian and European
Subsidiaries) by Borrower in favor of Agent dated as of April
5, 2002, as the same may be amended from time to time
(collectively, the "Security Documents"), or any other notices
or filings executed or delivered in connection with such
Security Documents.
B. CONDITIONS TO AMENDMENTS. The Amendments shall become effective upon
satisfaction of each of the following terms and conditions:
1. The Borrower, each Bank, and the Agent shall have executed and
delivered this Agreement to the Agent.
2. The Borrower shall have executed and delivered the Security
Documents to the Agent and shall have delivered to the Agent or its bailee all
of the original stock certificates, executed stock powers, customer notes and
notices as required by each of the Security Documents, or as otherwise requested
by the Agent, all in form and substance satisfactory to the Agent and the Banks.
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3. KeyBank National Association shall have executed and delivered to
the Agent the Intercreditor Agreement, in form and substance satisfactory to the
Agent and the Banks.
4. Each of JPMorgan Chase Bank, HSBC Bank USA, Manufacturers and
Traders Trust Company, and Fleet National Bank shall have executed and delivered
to the Agent an agreement with respect to the distribution of proceeds in
connection with their respective credit facilities with JPMorgan Chase Bank, as
agent, in form and substance satisfactory to the Agent and the Banks.
5. The Borrower shall have delivered to JPMorgan Chase Bank, as Agent
an Amendment Number Four to a certain Credit Agreement between the Borrower,
JPMorgan Chase Bank, as agent and lender, Fleet National Bank, and Manufacturers
and Traders Trust Company, in form and substance satisfactory to the Agent and
the Banks.
6. The Borrower shall have delivered to Agent satisfactory evidence of
casualty and liability insurance.
7. The Borrower shall have delivered to the Agent evidence of all
proper corporate action taken to authorize the granting of the security under
the Security Documents.
8. The Borrower shall have caused its counsel to deliver to the Agent
its opinion in form and substance satisfactory to the Agent and the Banks.
9. The Borrower shall have delivered to the Agent the final execution
versions of all documentation with KeyBank National Association in connection
with its amendment to the KeyBank Loan (as such is defined in the Intercreditor
Agreement), all in form and content satisfactory to the Agent.
10. The Borrower shall have delivered to the Agent evidence
satisfactory to the Agent in its sole discretion that the One Million Dollar
($1,000,000.00) prepayment of the KeyBank Loan (as defined in the Intercreditor
Agreement) has been funded solely by the proceeds of an unsecured term loan by
Chemung Canal Trust Company to Borrower in the original principal amount of One
Million Dollars ($1,000,000.00), and the terms of such loan shall provide for
payment of interest only until September 30, 2003, at which time the entire
unpaid principal amount thereof shall be due and payable and other such terms
and conditions which shall be acceptable to the Agent in its sole discretion.
C. RATIFICATION. Except as expressly modified herein, Borrower hereby ratifies
and reaffirms the Agreement, the documents executed in connection therewith and
acknowledges and agrees that the terms and conditions of the Agreement are in
full force and effect and that all of the Debt thereunder is owing without
defense or offset, and is not subject to any counterclaim and that all
representations and warranties contained therein are true and correct on the
date hereof as though made on this date and that no event has occurred and is
continuing which constitutes a Default or event of Default thereunder. All of
the Agent's and Banks' rights and remedies under the Agreement are expressly
preserved and reserved.
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D. EXPENSES. Borrower agrees to pay on demand by Agent, all reasonable expenses
of Agent, including without limitation, fees and disbursement of counsel in
connection with the transactions contemplated by this Amendment Number Five, the
Agreement or the Security Documents, the negotiations for and preparation of
this Amendment Number Five, the Agreement and the Security Documents and the
enforcement of the rights of Agent under any such documents, including without
limitation, all recording fees, title search and taxes.
E. MISCELLANEOUS.
1. This Amendment Number Five 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 Five by
signing any such counterpart.
2. This Amendment Number Five constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and shall
supersedes and take the place of any other instrument purporting to be an
agreement of the parties hereto relating to the transaction hereby. This
Amendment Number Five may not be changed orally, but only by an agreement in
writing signed by a duly authorized officer of the Banks and Agent or by the
Borrower, to the extent any such parties are to be bound thereby.
3. The provisions of this Amendment Number Five, whether express or
implied shall not give any third party (other than permitted successors and
assigns of the parties permitted under the Agreement) any benefit of any
equitable or legal right, remedy or claim under applicable law.
4. By signing below, the Borrower, for good and valuable consideration
and by these presents does for itself, its representatives, successors and
assigns, remise, release and forever discharge JPMorgan Chase Bank, and HSBC
Bank USA, in any capacity, their predecessors, successors, assigns, directors,
officers, shareholders, employees, attorneys and agents (collectively, the
"Releasees") of and from all, and all matter of action and actions, cause and
causes of actions, suits, debts, dues, sums of money, accounts, reckoning,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, extents, executions, claims
and demands whatsoever, in law or in equity, which against such Releasees or any
of them or more of them, it ever had, now has or which it, or its heirs,
representatives, successors or assigns hereafter can, shall or may claim to have
for or by reason of any cause, matter or thing whatsoever, arising from the
beginning of time to the date hereof.
5. This Amendment Number Five shall be governed by and construed under
the internal laws of the State of New York, as the same may, from time to time,
be in effect without regard to principles of conflicts of law.
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IN WITNESS WHEREOF, the parties have caused this Amendment Number Five
to be executed by their duly authorized officers as of the day and year first
above written.
[Signature Pages Follow]
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HARDINGE INC.
By: /s/ Thomas T. Connelly
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Thomas T. Connelly, Treasurer
AGENT:
JPMORGAN CHASE BANK
Successor by merger to The Chase Manhattan
Bank (National Association)
By: /s/ Christine M. McLeod
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Christine M. McLeod, Vice President
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BANKS:
JPMORGAN CHASE BANK,
Successor by merger to The Chase Manhattan
Bank (National Association)
By: /s/ Christine M. McLeod
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Christine M. McLeod, Vice President
JPMORGAN CHASE BANK
f/k/a Chemical Bank
By: /s/ Christine M. McLeod
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Christine M. McLeod, Vice President
HSBC BANK USA
f/k/a/ Marine Midland Bank
By: /s/ Kelly E. O'Brien
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Kelly E. O'Brien, Vice President
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