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EXHIBIT 10.15
REVOLVING NOTE
$25,000,000 NOVEMBER 27, 1996
FOR VALUE RECEIVED, each of the undersigned, (collectively, the
"Borrowers") jointly and severally promises to pay to the order of BT COMMERCIAL
CORPORATION, a Delaware corporation (the "LENDER") at c/o BT Commercial
Corporation, as Agent for the Lender, 000 Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000 (the "AGENT'S OFFICE") in lawful money of the United
States of America and in immediately available funds, the principal amount of
TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000), or such lesser amount as
may then constitute the unpaid aggregate principal amount of the Revolving Loans
made by the Lender, on the Expiration Date or such earlier date as this
Revolving Note may become due in accordance with the terms of the Credit
Agreement referred to below. Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings assigned thereto in the
Credit Agreement.
Each of the Borrowers further agrees to pay, on a joint and several
basis, interest at the Agent's Office, in like money, on the unpaid principal
amount owing hereunder from time to time from the date hereof on the dates and
at the rates specified in and calculated pursuant to Article 4 of the Credit
Agreement.
If any payment on this Revolving Note becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day, and with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
This Revolving Note is one of the Revolving Notes referred to in and
executed and delivered pursuant to that certain Credit Agreement dated as of
November 27, 1996 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among the
Borrowers, Hawk Corporation, a Delaware corporation, as borrowing agent for the
Borrowers, the Lender, certain other financial institutions as parties thereto
and BT Commercial Corporation, as agent, to which reference is hereby made for a
statement of the terms and conditions under which the Revolving Loans evidenced
hereby are to be made and repaid.
This Revolving Note is secured by certain Collateral Documents.
Reference is made to such Collateral Documents and to the Credit Agreement for
the terms and conditions governing the Collateral which secures the Obligations.
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Each Borrower (and each endorser, guarantor or surety hereof) hereby
waives presentment, demand, protest and notice of any kind. No failure to
exercise and no delay in exercising any rights hereunder on the part of the
holder hereof shall operate as a waiver of such rights.
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS REVOLVING NOTE
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
PROVISIONS.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each Borrower has caused this Revolving Note to be
executed and delivered by such Xxxxxxxx's duly authorized officer as of the date
first set forth above.
FRICTION PRODUCTS CO., an Ohio
corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President - Finance
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HAWK BRAKE, INC., an Ohio corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President - Finance
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XXXXXX, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President - Finance
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XXXXXXXXXX PRODUCTS CORPORATION, a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President - Finance
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XXXXX METAL STAMPINGS, INC., an Ohio
corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President - Finance
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X.X. XXXXXXX HOLDINGS, INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President - Finance
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X.X. XXXXXXX CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President - Finance
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XXXXXXX FRICTION PRODUCTS U.K. CORP., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President - Finance
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