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Exhibit 10.31
SUBSTITUTED AND RESTATED
REVOLVING NOTE
$25,000,000.00 ORIGINALLY EXECUTED
NOVEMBER 27, 1996
SUBSTITUTED AND RESTATED
AUGUST 1, 1997
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, in its capacity as "AGENT" for the
"LENDERS" (as each such term is defined in the Credit Agreement referred to
below), at c/o BT Commercial Corporation, as Agent, 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 ($25,000,000.00), or such
lesser amount as may then constitute the unpaid aggregate principal amount of
the Revolving Loans made by the Lenders, 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.
It is expressly understood and agreed by each of the Borrowers that
this Revolving Note (A) is given in substitution for, and not in payment of that
certain Revolving Note dated November 27, 1996, in the original principal amount
of up to $25,000,000.00 (the "ORIGINAL NOTE"), executed by each of the Borrowers
and payable to BT Commercial Corporation, in its individual capacity, and (B) is
in no way intended to constitute a novation of the Original Note.
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 and in effect from time to time, the "CREDIT AGREEMENT"),
among the Borrowers, Hawk Corporation, a Delaware corporation, as borrowing
agent for the Borrowers, the Agent and the Lenders, to which reference is hereby
made for a statement of the terms and conditions under which the Revolving Loans
evidenced hereby are to be
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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.
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.
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
HAWK BRAKE, INC.,
an Ohio corporation
XXXXXX, INC.,
a Delaware corporation
XXXXXXXXXX PRODUCTS CORPORATION,
a Delaware corporation
XXXXX METAL STAMPINGS, INC.,
an Ohio corporation
X.X. XXXXXXX HOLDINGS, INC.,
a Delaware corporation
X.X. XXXXXXX CORP.,
a Delaware corporation
SINTERLOY CORPORATION,
a Delaware corporation
XXXXXXX FRICTION PRODUCTS U.K. CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Vice President - Finance
