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EXHIBIT 4.15
HAWK
[LOGO]
January 1, 1997
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 further amend that certain Xxxxxxxxxxx's Agreement,
dated as of June 6, 1991 and amended as of November 1, 1996, by and among Hawk
Corporation, a Delaware corporation that is the successor-by-merger of Hawk
Holding Corp. ("Hawk"), Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx and Xxx X. Xxxxx,
III (the "Agreement"), in order to facilitate the exchange by Hawk of all of its
outstanding 10 1/4% Senior Notes due 2003 for Series B 10 1/4% Senior Notes due
2003 (the "Exchange Offer"). This amendment shall be effective only upon the
consummation of the Exchange Offer. 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. The first sentence of Section 5(A) of the Agreement is amended and
restated as follows:
"Effective upon the sixth anniversary of the date of this Agreement and
continuing for a twenty-four month period thereafter, Stockholder shall
have the right, at his option, to demand the purchase by the Principal
Stockholders (the "Put") of all, but not less than all, of the Stock of
Hawk owned of record or beneficially by Stockholder (the "Put Shares"),
upon the terms and conditions set forth in this Paragraph 5."
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Xx. Xxxxxx X. Xxxxxxx
Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxx X. Xxxxx, III
January 1, 1997
Page 2
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2. Section 5(B) of the Agreement is hereby amended and restated as
follows:
"B. In order to exercise the Put, Stockholder shall provide
written notice of such exercise to the Principal Stockholders of his
desire to do so, which notice must be sent to the Principal
Stockholders in accordance with Paragraph 8 (the "Put Notice")."
3. Section 5(C) of the Agreement is hereby amended and restated as
follows:
"C. The per share purchase price to be paid by the Principal
Stockholders 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 (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."
4. The first clause of Section 5(D) of the Agreement is hereby amended
and restated as follows:
"The Aggregate Purchase Price shall be paid by the Principal
Stockholders as follows:"
5. Section 5(E) of the Agreement is hereby amended and restated as
follows:
"E. In the event of the exercise of the Put by Stockholder,
each of the Principal Stockholders shall purchase such portion of the
Put Shares, and pay such portion of the Aggregate Purchase Price, as is
equal to the proportion that the number of shares of Common Stock, par
value $0.01 per share ("Common Stock"), of Hawk that is legally or
beneficially owned by such Principal Stockholder bears to the total
number of shares of Common Stock of Stock that are legally or
beneficially owned by all of the Principal Stockholders."
6. Section 5(F) of the Agreement is hereby deleted in its entirety.
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Xx. Xxxxxx X. Xxxxxxx
Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxx X. Xxxxx, III
January 1, 1997
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7. The address of Hawk and the Principal Stockholders set forth in
Section 8 of the Agreement is hereby amended and restated as follows:
"If to Hawk or the Hawk Corporation
Principal Stockholders: Suite 30-5000
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxx"
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 CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Chairman
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
