EXHIBIT 10.1
CHEMUNG CANAL TRUST
COMPANY
MASTER NOTE
$8,000,000.00 ELMIRA,
NEW YORK
FEBRUARY 8, 2001
For value received, the undersigned, HARDINGE,
INC. (“Borrower promises to pay to the order of CHEMUNG CANAL
TRUST COMPANY (“Lender”), on demand or when due as
provided herein, at its office at One Chemung Canal Plaza, Elmira,
New York, or at any other office designated by Lender, the
principal sum of EIGHT MILLION and NO/100 ($8,000,000.00) Dollars,
or so much thereof as shall equal the unpaid principal amount of
all advances made by Lender to Borrower, plus interest on the
principal amount outstanding from time to time.
This Note shall be evidence of indebtedness and
shall constitute the terms of payment by the Borrower to the Lender
of principal which may be borrowed, repaid and reborrowed from time
to time, it being understood that the Lender may, in its sole
discretion, decline in whole or in part to make any advance
requested by Borrower. The excess of borrowing over repayments
shall be the principal balance due hereunder from time to time and
at any time.
The Lender may, in its sole discretion, make an
advance to the Borrower upon oral request. Each oral request shall
be conclusively presumed to have been made by a person authorized
by Borrower to do so, and any credit by the Lender of any advance
to or for the account of the Borrower shall establish the
Borrower’s obligation to repay the same in accordance with
the terms of this Note. The Lender shall incur no liability to any
party by reason of making an advance upon an oral request. The
Lender will endeavor (but shall be under no obligation) to send to
the Borrower written confirmation of the date and amount of such
advance, but its failure to do so will not relieve the Borrower of
its obligations hereunder, including its obligation to repay the
advance when due.
Each advance made to Borrower shall be deposited
in Borrower’s account at Chemung Canal Tru