EXHIBIT 10.2
FORM OF
COLLATERAL ASSIGNMENT OF SECURITY INTEREST IN
TRADEMARKS AND LICENSES
THIS COLLATERAL ASSIGNMENT OF SECURITY INTEREST IN TRADEMARKS AND LICENSES
(this "Agreement") is made as of is made as of November 1, 2004, by and among
HAWK CORPORATION, a Delaware corporation, ALLEGHENY CLEARFIELD, INC., a
Pennsylvania corporation, FRICTION PRODUCTS CO., an Ohio corporation, HAWK MIM,
INC., an Ohio corporation, HAWK MOTORS, INC., a Delaware corporation, HAWK
PRECISION COMPONENTS GROUP, INC., an Ohio corporation, XXXXXX, INC., a Delaware
corporation, XXXXX METAL STAMPINGS, INC., an Ohio corporation, NET SHAPE
TECHNOLOGIES LLC, a Delaware limited liability company, QUARTER MASTER
INDUSTRIES, INC., a Delaware corporation, SINTERLOY CORPORATION, a Delaware
corporation, X.X. XXXXXXX CORP., a Delaware corporation, X.X. XXXXXXX HOLDINGS,
INC., a Delaware corporation, TEX RACING ENTERPRISES, INC., a Delaware
corporation, XXXXXXX PRODUCTS GROUP, INC., an Ohio corporation, and XXXXXXX
PRODUCTS, LLC, an Ohio limited liability company (each of the forgoing a
"Grantor", and together the "Grantors") and KEYBANK NATIONAL ASSOCIATION, a
national banking association, having an office at 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxx 00000 ("KeyBank"), as Administrative Agent.
RECITALS
A. Each Grantor is the owner of certain registered trademarks designated
as being owned by such Grantor in Exhibit A attached to this Agreement.
B. Each Grantor has entered into that certain Credit and Security
Agreement dated as of November 1, 2004 (as from time to time amended, modified
or supplemented, the "Credit Agreement"), among the Grantors, as borrowers
(collectively the "Borrowers"), certain lending institutions which are
signatories thereto (the "Lenders"), and KeyBank, as administrative agent for
the benefit of the Lenders (the "Administrative Agent") and the letter of credit
issuer (the "LC Issuer"), pursuant to which, upon the satisfaction by the
Borrowers of certain terms and conditions contained therein, the Administrative
Agent, the Lenders and the LC Issuer (collectively the "Secured Parties") will
make certain advances and other financial accommodations available to the
Borrowers, including the Grantor.
C. Pursuant to the Credit Agreement, each Grantor has agreed to grant the
Administrative Agent, for the benefit of the Secured Parties, a security
interest in all of its right, title and interest in and to the trademarks
described in Exhibit A, and the goodwill symbolized by such trademarks (the
"Goodwill") as collateral security for the Obligations (as defined in the Credit
Agreement).
D. Each Grantor is the owner of the entire right, title and interest in
the trademarks designated as being owned by such Grantor in Exhibit A attached
to this Agreement and the related Goodwill.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, each Grantor hereby:
1. Grants to the Administrative Agent, for the benefit of the Secured
Parties, as security for the Obligations (as defined in the Credit Agreement), a
security interest in and to the trademarks listed in Exhibit A and to the
Goodwill, and a security interest in and to all trademarks and Goodwill acquired
by such Grantor after the date hereof;
2. Grants to the Administrative, for the benefit of the Secured Parties,
as security for the Obligations, a security interest in and to any license
agreements in which such Grantor is or becomes licensed to use know-how, a
patent, copyright, mask work, semi-conductor chip product, trademark, trade
secret or other proprietary right (except to the extent that such license
agreements grant licenses which by their terms may not be assigned or otherwise
transferred or encumbered by the Grantor, as specified as of the date hereof on
Exhibit B and from time to time thereafter); and
3. Authorizes and requests the Commissioner of Patents and Trademarks of
the United States of America and the empowered officials of all other
governments to note in the record the existence of the security interest granted
hereunder with respect to each of the trademarks listed in Exhibit A and,
subject to any restrictions on assignment and the granting of liens thereon, to
the Goodwill and to all trademarks and Goodwill acquired by such Grantor after
the date hereof.
[Signatures Follow on Next Page]
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IN WITNESS WHEREOF, each Grantor has caused this Agreement to be signed by
its authorized officer and duly attested the day and year first above written.
HAWK CORPORATION
ALLEGHENY CLEARFIELD, INC.
FRICTION PRODUCTS CO.
HAWK MIM, INC.
HAWK MOTORS, INC.
HAWK PRECISION COMPONENTS GROUP, INC.
XXXXXX, INC.
XXXXX METAL STAMPINGS, INC.
QUARTER MASTER INDUSTRIES, INC.
SINTERLOY CORPORATION
X.X. XXXXXXX CORP.
X.X. XXXXXXX HOLDINGS, INC.
TEX RACING ENTERPRISES, INC.
XXXXXXX PRODUCTS GROUP, INC.
_________________________________
Name:
Title:
NET SHAPE TECHNOLOGIES LLC
BY: HAWK MIM, INC., ITS SOLE MEMBER
__________________________________
Name:
Title:
XXXXXXX PRODUCTS, LLC
BY: XXXXXXX PRODUCTS GROUP, INC., ITS
SOLE MEMBER
___________________________________
Name:
Title:
Mailing Address For Each of The Forgoing:
c/o Hawk Corporation
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxx 00000-0000
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CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of HAWK CORPORATION, the
company described in and which executed the above instrument; and that [s]he
signed [her][his] name thereto by order of the Board of Directors of said
corporation.
____________________________________
Notary Public
[SEAL] My commission expires: ______________
4
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of ALLEGHENY CLEARFIELD,
INC., the company described in and which executed the above instrument; and that
[s]he signed [her][his] name thereto by order of the Board of Directors of said
corporation.
____________________________________
Notary Public
[SEAL] My commission expires: ______________
5
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of FRICTION PRODUCTS
CO., the company described in and which executed the above instrument; and that
[s]he signed [her][his] name thereto by order of the Board of Directors of said
corporation.
_____________________________________
Notary Public
[SEAL] My commission expires: ______________
6
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of HAWK MIM, INC., the
company described in and which executed the above instrument; and that [s]he
signed [her][his] name thereto by order of the Board of Directors of said
corporation.
____________________________________
Notary Public
[SEAL] My commission expires: ______________
7
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of HAWK MOTORS, INC.,
the company described in and which executed the above instrument; and that [s]he
signed [her][his] name thereto by order of the Board of Directors of said
corporation.
___________________________________
Notary Public
[SEAL] My commission expires: ____________
8
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of HAWK PRECISION
COMPONENTS GROUP, INC., the company described in and which executed the above
instrument; and that [s]he signed [her][his] name thereto by order of the Board
of Directors of said corporation.
______________________________________
Notary Public
[SEAL] My commission expires: _______________
9
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of XXXXXX, INC., the
company described in and which executed the above instrument; and that [s]he
signed [her][his] name thereto by order of the Board of Directors of said
corporation.
____________________________________
Notary Public
[SEAL] My commission expires: ______________
10
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of XXXXX METAL
STAMPINGS, INC., the company described in and which executed the above
instrument; and that [s]he signed [her][his] name thereto by order of the Board
of Directors of said corporation.
_______________________________________
Notary Public
[SEAL] My commission expires: ________________
11
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of HAWK MIM, INC., the
company described in and which executed the above instrument; and that [s]he
signed [her][his] name thereto by order of the Board of Directors of said
corporation.
______________________________________
Notary Public
[SEAL] My commission expires: ________________
12
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of QUARTER MASTER
INDUSTRIES, INC., the company described in and which executed the above
instrument; and that [s]he signed [her][his] name thereto by order of the Board
of Directors of said corporation.
____________________________________
Notary Public
[SEAL] My commission expires: _____________
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CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of SINTERLOY
CORPORATION, the company described in and which executed the above instrument;
and that [s]he signed [her][his] name thereto by order of the Board of Directors
of said corporation.
______________________________________
Notary Public
[SEAL] My commission expires: _______________
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CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of X.X. XXXXXXX CORP.,
the company described in and which executed the above instrument; and that [s]he
signed [her][his] name thereto by order of the Board of Directors of said
corporation.
_____________________________________
Notary Public
[SEAL] My commission expires: ______________
15
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of X.X. XXXXXXX
HOLDINGS, INC., the company described in and which executed the above
instrument; and that [s]he signed [her][his] name thereto by order of the Board
of Directors of said corporation.
______________________________________
Notary Public
[SEAL] My commission expires: _______________
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CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of TEX RACING
ENTERPRISES, INC., the company described in and which executed the above
instrument; and that [s]he signed [her][his] name thereto by order of the Board
of Directors of said corporation.
___________________________________
Notary Public
[SEAL] My commission expires: ____________
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CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of XXXXXXX PRODUCTS
GROUP, INC., the company described in and which executed the above instrument;
and that [s]he signed [her][his] name thereto by order of the Board of Directors
of said corporation.
___________________________________
Notary Public
[SEAL] My commission expires: ____________
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CERTIFICATE OF ACKNOWLEDGMENT
STATE OF OHIO )
) ss:
COUNTY OF CUYAHOGA )
On this ____ day of October, 2004, before me personally came
____________________________________, to me known, who, being duly sworn, did
depose and state that [s]he is the ____________________ of XXXXXXX PRODUCTS
LLC, the company described in and which executed the above instrument;
and that [s]he signed [her][his] name thereto by order of the Board of Directors
of said corporation.
_____________________________________
Notary Public
[SEAL] My commission expires: _______________
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EXHIBIT A
TRADEMARKS/SERVICE MARKS
Service Xxxx Reg. No. Reg. Date Owner
------------ -------- --------- -----
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EXHIBIT B
NON-ASSIGNABLE LICENSES
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