Negative Pledge Agreement

NEGATIVE PLEDGE AGREEMENT



Pledgor: Hardinge Technology Systems, Inc.




Borrower: Hardinge Inc.




Bank: Manufacturers and Traders Trust Company, a New York banking corporation with its principal banking office at One M&T Plaza, Buffalo, New York 14203. Attention: Office of General Counsel





For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, Pledgor and Borrower hereby agree as follows:



1. Until such time as all Indebtedness has been irrevocably paid in full, Pledgor will not cause or permit, whether upon the happening of any contingency or otherwise, any of Pledgor92s assets indicated below (check appropriate box(es) below):



o all Pledgor92s personal property assets, including, without limitation, all accounts, chattel paper, investment property, deposit accounts, documents, equipment, farm products, fixtures, general intangibles (including intellectual property), instruments, inventory, causes of action (including tort claims), and all proceeds and products thereof,



x Pledgor92s interest in the real property located at One Hardinge Drive, Elmira, New York , and/or as more particularly described on the attached Schedule A,





o certain assets of Pledgor, more particularly described as follows or on the attached Schedule A:





whether now owned or hereafter acquired, and wherever located (collectively, the AProperty@), to be transferred or conveyed, or to become subject to any lien, mortgage, security interest, tax lien, warrant or any other encumbrance, except in favor of the Bank.



2. "Indebtedness" shall mean either (check appropriate box below):



x any and all indebtedness owed by Borrower to the Bank, whether now existing or hereafter incurred, of every kind and character, direct or indirect, and whether such indebtedness is from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred, including, without limitation: (i) indebtedness not yet outstanding, but contracted for, or with respect to which any other commitment ...