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EXHIBIT 10.12
FORM OF
PROMISSORY NOTE
$____________ June 30, 1995
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, _________________ ("Maker"),
hereby promises to pay to the order of THE HAWK GROUP OF COMPANIES, INC., a
Delaware corporation, or any successor thereof ("Holder"), the principal amount
of ___________________________________________ Dollars ($__________), payable on
July 1, 2002, unless sooner due as provided herein, and to pay interest
(computed on the basis of a 365-day year based on the actual number of days
elapsed) on the outstanding principal balance hereof at the Prime Lending Rate
(as defined in the Credit Agreement among The Hawk Group of Companies, Inc.,
Various Banks and Bankers Trust Company, as Agent, of even date herewith) plus
1.25% per annum, subject to the limitations set forth below.
This Note is due and payable as follows:
1. Interest shall accrue from the date hereof and shall be
payable quarterly in arrears on the first day of April, July, October and
January of each year, commencing October 1, 1995, until the principal sum hereof
is paid in full (whether by prepayment, maturity, acceleration or otherwise).
Interest for any period less than a full quarter shall accrue on a day-to-day
basis and shall be computed on the basis of a 365-day year. Notwithstanding the
foregoing, in the event that, at any time or from time to time prior to the
maturity of this Note, Holder fails to declare or timely pay any quarterly
dividend on any class, or series or any class, of the preferred stock of Holder
("Preferred Stock"), then the next quarterly interest payment due hereunder
shall be added to the outstanding principal balance hereof and shall thereafter
bear interest at the base rate set forth above until paid.
2. In the event that Holder redeems any or all of the shares
of any class, or series of any class, of Preferred Stock prior to the maturity
of this Note, then Maker shall be obligated, without notice or demand, and
without premium or penalty, to prepay a portion of the outstanding principal
balance hereof equal to the aggregate redemption price that Holder pays,
directly or indirectly, to Maker for the shares of such class or series of
Preferred Stock that Holder redeems, directly or indirectly, from Maker.
3. Maker may, at any time or from time to time, prepay all or
any part of the amounts due hereunder without premium or penalty; provided,
however, that any prepayment shall be applied first against accrued interest, if
any, and then against the outstanding principal balance hereof (including any
interest accrued and added to principal).
4. All payments on or in respect of this Note shall be made to
Holder, by 5:00 p.m. on the due date of each such payment, at 000 Xxxxxx Xxxxxx,
Xxxxx 00-0000, Xxxxxxxxx,
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Ohio 44114, or, at the option of Holder, at such other place as Holder may, at
any time or from time to time, designate to Maker in writing.
5. In the event that the outstanding principal balance
(including any interest accrued and added to principal) or any payment of
interest due hereunder is not paid in full on the due date thereof, and such
default continues for a period of ten (10) days after receipt of written notice
thereof from Holder to Maker, then the outstanding principal balance of this
Note, together with all accrued and unpaid interest thereon, shall at once
become due and payable at the option of Holder, without notice or demand, and
Holder shall be entitled to exercise any rights and remedies available to Holder
under this Note and applicable law. Interest on such accelerated amount shall
accrue from the date of default until such amount and any accrued and unpaid
interest thereon is paid in full at the rate of 2% per annum above the base rate
set forth above, but in no event in excess of the maximum permitted by
applicable law. Any such interest shall be computed on the basis of a 365-day
year based on the actual number of days elapsed.
6. In the event this Note is placed in the hands of an
attorney for collection, or suit is brought on the same, or the same is
collected through bankruptcy or other judicial proceedings, then Maker agrees
and promises to pay all attorneys' fees and collection costs, including all
out-of-pocket expenses, reasonably incurred by Xxxxxx.
7. Any demand or notice hereunder to Maker may be made by
delivering the same to the address of Maker last known to Holder, or by mailing
the same by regular U.S. mail, postage prepaid, to said address, or by
transmitting the same by telecopier, answerback received, to the telecopier
number of Maker last known to Holder, with the same effect as if delivered to
Maker in person.
8. This Note has not been registered under the Securities Act
of 1933, as amended (the "Act"), and therefore Holder may not sell, assign or
transfer this Note unless Maker has received an opinion from counsel acceptable
to Maker that such sale, assignment or transfer will not violate any applicable
securities laws. Maker is not under any obligation to register this Note under
either the Act or any state securities laws.
9. This Note is governed by, and shall be construed and
enforced in accordance with, the laws of the State of Ohio, without regard to
conflicts of law principles.
10. The provisions hereof shall inure to the benefit of, and
shall be binding upon, Xxxxxx, Maker and their respective successors and
permitted assigns.
IN WITNESS WHEREOF, Xxxxx has executed this Note on the date first set
forth above.
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