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EXHIBIT 4.13
HAWK
[LOGO]
November 1, 1996
Xx. Xxxxxx X. Xxxxxxx
and Xx. Xxxxxx X. Xxxxxxxx
c/x Xxxx Corporation
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000-0000
Xxxxx X. Xxxxxx, Esq.
c/o Kohrman Xxxxxxx & Xxxxxx P.L.L.
One Cleveland Center, 20th Floor
Cleveland, Ohio 44114
Xx. Xxx X. Xxxxx, III
c/o Xxx X. Xxxxx Company
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxx 00000
Re: AMENDMENT OF STOCKHOLDER'S AGREEMENT
Gentlemen:
This letter will amend that certain Xxxxxxxxxxx's Agreement, dated as
of June 6, 1991, by and among Hawk Holding Corp., a Delaware corporation f.k.a.
Hawk Corporation ("Hawk Holding"), Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx and Xxx
X. Xxxxx (the "Agreement"), effective upon the closing of the private placement
of 10 1/4% Senior Notes due 2003 by Hawk Corporation, a Delaware corporation
f.k.a. The Hawk Group of Companies, Inc. ("Hawk"), in order to facilitate the
proposed merger of Hawk Holding with and into Hawk (the "Hawk Merger") pursuant
to which Hawk will assume the obligations of Hawk Holding under the Agreement.
Unless otherwise provided herein or the context requires otherwise, capitalized
terms used herein without definition shall have the meanings assigned to them in
the Agreement.
1. Notwithstanding the preamble and first three recitals of the
Agreement, all references in the Agreement to "Stock" owned by Stockholder shall
refer to any shares of Class A Common Stock, par value $0.01 per share, of Hawk
Corporation, a Delaware corporation f.k.a. The Hawk Group of Companies, Inc.,
now or hereafter owned by Stockholder, and (ii) unless the context requires
otherwise, all references to "Hawk" or "The Hawk Group of Companies" in the
Agreement shall refer to Hawk Corporation, a Delaware corporation f.k.a. The
Hawk Group of Companies, Inc. Following the Hawk Merger, Stockholder will be the
legal and beneficial owner of 3,161 shares of Stock.
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Xx. Xxxxxx X. Xxxxxxx
Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxx X. Xxxxx, III
November 1, 1996
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2. The following subsection (F) is hereby added to Paragraph 5 of the
Agreement:
"F. Notwithstanding anything contained in this Paragraph 5 to
the contrary, Xxxx shall not be obligated to purchase all of the Put
Shares or obligated to pay the Put Purchase Price in respect of a Put
Notice, if, at any time:
(i) payment of the Put Purchase Price at such time
would result in a breach of, or default or event of default in respect
of, Xxxx'x revolving credit facility with BT Commercial Corporation,
subordinated debt in favor of Connecticut General Life Insurance
Company and CIGNA Mezzanine Partners III, L.P., 10 1/4% Senior Notes
due 2003 or any indebtedness incurred in substitution or replacement of
any of the foregoing indebtedness without the advance written consent
of the holders of such indebtedness, the consent of which would be
necessary to waive such breach, default or event of default; or
(ii) payment of the Put Purchase Price is, at such
time, prohibited by applicable law or Hawk's Certificate of
Incorporation, as restated and/or amended from time to time;
provided, however, that if such breach, event of default, default or
violation would not result from the purchase of any number of Put
Shares which is less than the total number of Put Shares that Hawk is
obligated to purchase pursuant to a Put Notice, then the Company shall
purchase the maximum number of Put Shares that it may so purchase; and
provided further, however, that the Principal Stockholders shall in
such event purchase the number of Put Shares that Hawk is not so
obligated to purchase, or pay such portion of the Put Purchase Price as
Hawk is not obligated to pay, in accordance with the provisions of
Paragraph 5(E) above."
3. Paragraph 5(C) of the Agreement is hereby amended and restated in
its entirety as follows:
"C. The per share purchase price to be paid by Hawk for each
of the Put Shares ("Put Purchase Price") shall be an amount equal to
(i) the "Hawk Purchase Price" (as hereinafter defined), multiplied by
(ii) the result obtained by dividing (a) the number of shares of Stock
then owned by Stockholder by (b) the total number of shares of Stock
then outstanding on a fully diluted basis, including shares issuable
upon the exercise of all outstanding warrants to purchase Stock. The
"Aggregate Purchase Price" shall be an amount equal to the product
obtained by multiplying the Put Purchase Price by the amount of Put
Shares being sold.
The "Hawk Purchase Price" shall be an amount (as of the most
recently completed twelve-month period ended December 31) equal to the
difference between
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Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxx X. Xxxxx, III
November 1, 1996
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(i) the product obtained by multiplying eight and one-half (8.5) by the
"EBDIT" of Hawk (earnings before depreciation and amortization,
interest and income taxes), and (ii) the sum of debt, preferred stock
and accrued preferred stock dividends reduced by warrant exercise
proceeds and cash."
Please acknowledge the foregoing by signing the enclosed copy of this
letter below and returning it to me in the enclosed envelope as soon as
possible.
Very truly yours,
HAWK HOLDING CORP.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Secretary
Enclosure
ACKNOWLEDGED AND AGREED:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxx X. Xxxxx, III
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Xxx X. Xxxxx, III
