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Exhibit 10.30
ASSUMPTION AND JOINDER AGREEMENT
THIS ASSUMPTION AND JOINDER AGREEMENT ("AGREEMENT") is dated as of
August 1, 1997, by and among SINTERLOY CORPORATION, a Delaware corporation (the
"NEW BORROWER"), and BT COMMERCIAL CORPORATION, a Delaware corporation (in its
individual capacity, hereinafter referred to as "BTCC"), acting in its capacity
as agent (in such capacity as agent, hereinafter referred to as the "AGENT")
under the "CREDIT AGREEMENT" (as hereinafter defined). Capitalized terms used
herein but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Credit Agreement.
WITNESSETH:
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WHEREAS, pursuant to that certain Credit Agreement dated as of November
27, 1996 (as amended, restated, supplemented or otherwise modified and in effect
from time to time, the "CREDIT AGREEMENT"), among Friction Products Co., an Ohio
corporation ("FRICTION PRODUCTS"), Hawk Brake, Inc., an Ohio corporation ("HAWK
BRAKE"), Xxxxxx, Inc., a Delaware corporation ("XXXXXX"), Xxxxxxxxxx Products
Corporation, a Delaware corporation ("XXXXXXXXXX"), Xxxxx Metal Stampings, Inc.,
an Ohio corporation ("XXXXX"), X.X. Xxxxxxx Holdings, Inc., a Delaware
corporation ("XXXXXXX HOLDINGS"), X.X. Xxxxxxx Corp., a Delaware corporation
("XXXXXXX CORP.") and Xxxxxxx Friction Products U.K. Corp., a Delaware
corporation ("XXXXXXX FRICTION") (Friction Products, Hawk Brake, Helsel,
Hutchinson, Logan, Wellman Holdings, Xxxxxxx Corp. and Xxxxxxx Friction each
sometimes hereinafter referred to individually as an "EXISTING BORROWER" and
collectively as the "EXISTING BORROWERS"); BTCC and certain other financial
institutions from time to time parties thereto (each hereinafter referred to
individually as a "LENDER" and collectively as the "LENDERS"); the Agent and
Hawk Corporation, a Delaware corporation, formerly known as The Hawk Group of
Companies, Inc. ("HAWK"), acting in its capacity as borrowing agent thereunder
for the Existing Borrowers (Hawk, in such capacity, the "HAWK FUNDS
ADMINISTRATOR"), the Agent and Lenders have agreed to make certain extensions of
credit for the joint and several account of the Existing Borrowers;
WHEREAS, the Hawk Funds Administrator and the Existing Borrowers have
requested that New Borrower be joined as a Borrower under the Credit Agreement
and as a party to each of the other Credit Documents;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
respective parties hereto hereby agree as follows:
1. JOINDER TO CREDIT AGREEMENT AND CREDIT DOCUMENTS; ASSUMPTION OF
OBLIGATIONS. Effective as of the date hereof, upon satisfaction of the
conditions precedent set forth in SECTION 3 below, and in reliance upon the
representations and warranties of New Borrower set
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forth herein, New Borrower hereby:
(A) acknowledges and agrees that for all purposes New Borrower
shall be joined as a "Borrower" party to the Credit Agreement, as a
"Grantor" party to the Security Agreement and as a party in each of
such capacities, as the case may be, to all of the other Credit
Documents, including, without limitation, those expressly set forth on
SCHEDULE 1 attached hereto and by this reference made a part hereof;
and
(B) assumes and becomes liable with all of the Existing
Borrowers on a joint and several basis for the prompt payment,
observance and performance of all Obligations to the same extent and
with the same force and effect as if New Borrower had been one of the
Existing Borrowers under and an original signatory to the Credit
Agreement, the Security Agreement and each of the other Credit
Documents.
2. DISCLOSURE SCHEDULES. Schedule B to the Credit Agreement is hereby
supplemented by the information set forth on SCHEDULE 2 to this Agreement.
3. CONDITIONS PRECEDENT. This Agreement shall become effective as of
the date hereof, upon receipt by Agent of a copy of this Agreement and a copy of
each of the other agreements, documents and instruments set forth in the List of
Closing Documents attached as EXHIBIT A hereto, where applicable duly executed
by New Borrower and/or the Existing Borrowers.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS.
4.1 New Borrower hereby represents and warrants to the Agent
and each of the Lenders that, after giving effect to this Agreement:
(A) All representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all
material respects on and as of the date of this Agreement, in each case
as if then made, other than representations and warranties that
expressly relate solely to an earlier date (in which case such
representations and warranties remain true and accurate on and as of
such earlier date);
(B) No Default or Event of Default has occurred which has not
been waived pursuant to the terms of the Credit Agreement;
(C) this Agreement, and the Credit Agreement and the other
Credit Documents as modified hereby, constitute legal, valid and
binding obligations of New Borrower and are enforceable against New
Borrower in accordance with their respective terms; and
(D) the execution and delivery by New Borrower of this
Agreement does not require the consent or approval of any Person,
except such consents and
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approvals as have been obtained.
4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS.
5.1 Upon the effectiveness of this Agreement, each reference
in the Credit Agreement, the Security Agreement and each of the other Credit
Documents to "Borrower," "Grantor," "Credit Party" or words of like import shall
in each case mean and include a reference to New Borrower in addition to each of
the Existing Borrowers.
5.2 Except as expressly set forth herein, (I) the execution
and delivery of this Agreement shall in no way affect any of the respective
rights, powers or remedies of the Agent or any of the Lenders with respect to
any Event of Default nor constitute a waiver of any provision of the Credit
Agreement or any of the other Credit Documents and (II) all of the respective
terms and conditions of the Credit Agreement, the other Credit Documents and all
other documents, instruments, amendments and agreements executed and/or
delivered by the Hawk Funds Administrator and/or the Existing Borrowers pursuant
thereto or in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed in all respects.
5. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.
7. HEADINGS. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
date first set forth above.
SINTERLOY CORPORATION, a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Vice President-Finance
BT COMMERCIAL CORPORATION, in its
capacity as Agent
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Senior Vice President
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SCHEDULE 1
TO
ASSUMPTION AND JOINDER AGREEMENT
DATED AS OF AUGUST 1, 1997
CREDIT DOCUMENTS
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1. Agency and Contribution Agreement, among the Existing Borrowers and the Hawk
Funds Administrator.
2. Appointment of Agent for Service of Process, among the Existing Borrowers,
the Hawk Funds Administrator and CIT Corporation System.
SCHEDULE 2
TO
ASSUMPTION AND JOINDER AGREEMENT
DATED AS OF AUGUST 1, 1997
SUPPLEMENT TO DISCLOSURE SCHEDULES
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Schedule B (Disclosure Schedules) to the Credit Agreement is hereby supplemented
by adding thereto the following information:
A. PART 6.10(A) (CHIEF EXECUTIVE OFFICES; PRINCIPAL PLACES OF
BUSINESS):
Sinterloy Corporation
0000 Xxxxx Xxxxx Xxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
B. PART 6.11 (SUBSIDIARIES):
Sinterloy Corporation is a 100% owned Subsidiary of Hawk
Corporation.
EXHIBIT A
TO
ASSUMPTION AND JOINDER AGREEMENT
DATED AS OF AUGUST 1, 1997
LIST OF CLOSING DOCUMENTS
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Attached.
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JOINDER OF
SINTERLOY CORPORATION
AS A BORROWER UNDER
SENIOR SECURED CREDIT FACILITY
with
BT COMMERCIAL CORPORATION,
as Agent
August 1, 1997
LIST OF CLOSING DOCUMENTS
A. ASSUMPTION AND JOINDER DOCUMENTS
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1. Assumption and Joinder Agreement between Sinterloy Corporation, a Delaware
corporation ("NEW BORROWER") and Agent:
SCHEDULE 1 Credit Documents
SCHEDULE 2 Supplement to Disclosure Schedules
EXHIBIT A List of Closing Documents
2. Substitute and Restated Revolving Note in the principal amount of up to
$25,000,000 executed by each of the Borrowers, including New Borrower, and
payable to the order of Agent.
3. Corporate Documents of New Borrower:
a. Secretary's Certificate (including incumbency)
EXHIBIT A Resolutions
EXHIBIT B Certificate of Incorporation
EXHIBIT C Bylaws
b. Good Standing Certificate(s):
(1) Delaware
(2) Illinois
4. Lien Search Reports of filings against "SINTERLOY, INC." in the respective
offices indicated on Annex 1 hereto.
5. UCC Financing Statements naming Agent as Secured Party and filed against New
Borrower in the respective offices indicated on Annex 2 hereto.
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6. Post-filing Lien Search Reports of filings against New Borrower in the
respective offices indicated on Annex 2 hereto.
7. Opinion of counsel to New Borrower: Xxxxxxx Xxxxxxx & Xxxxxx P.L.L.
B. SINTERLOY ACQUISITION DOCUMENTS
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[SEPARATELY BOUND]
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ANNEX 1
TO
LIST OF CLOSING DOCUMENTS
LIEN SEARCHES
DEBTOR: SINTERLOY, INC.
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Jurisdiction Search Type
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Illinois - Secretary of State UCC, FTL
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Illinois - XxXxxxx County UCC, FXT, FTL, STL,
PSJ
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ANNEX 2
TO
LIST OF CLOSING DOCUMENTS
FINANCING STATEMENTS
DEBTOR: SINTERLOY CORPORATION
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Jurisdiction Date of Filing
Filing Number
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Ohio - Secretary of State 08/__/97
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Ohio - Cuyahoga County 08/__/97
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Illinois - Secretary of State 08/__/97
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