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EXHIBIT 10.24
THE HAWK GROUP OF COMPANIES, INC.
FORM OF
12% SENIOR SUBORDINATED NOTE DUE JUNE 30, 2005
No. R-_____ New York, New York
$____________ June 30, 1995
PPN: _________
THE HAWK GROUP OF COMPANIES, INC. (the "Company"), a Delaware
corporation, for value received, hereby promises to pay to CIG & CO. or
registered assigns the principal sum of ______________________________ on June
30, 2005 and to pay interest (computed on the basis of a 360-day year of twelve
30-day months) on the unpaid principal balance thereof from the date of this
Subordinated Note at the rate of twelve percent (12%) per annum, quarterly on
the last day of each September, December, March and June in each year,
commencing on the later of (a) September 30, 1995 and (b) the payment date next
succeeding the date hereof, until the principal amount hereof shall become due
and payable; and to pay on demand interest on any overdue principal (including
any overdue prepayment of principal) and Prepayment Compensation Amount, if any,
and (to the extent permitted by applicable law) on any overdue installment of
interest, at a rate equal to the lesser of (i) the highest rate allowed by
applicable law or (ii) the greater of (A) fourteen percent (14%) per annum, and
(B) two percent (2%) per annum in excess of the rate of interest publicly
announced by Xxxxxx Guaranty Trust Company of New York from time to time in New
York City as its "Prime Rate."
Payments of principal, Prepayment Compensation Amount, if any, and
interest shall be made in such coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts to the registered holder hereof at the address shown in the register
maintained by the Company for such purpose, in the manner provided in the Note
Purchase Agreement referred to below.
This Subordinated Note is one of an issue of Subordinated Notes of the
Company issued in an aggregate principal amount limited to Thirty Million
Dollars ($30,000,000) pursuant to the separate Senior Subordinated Note and
Warrant Purchase Agreements (collectively, as may be amended from time to time,
the "Note Purchase Agreement"), each dated as of June 30, 1995, between the
Company and each of the purchasers listed on Annex 1 thereto, and is entitled to
the benefits thereof. Capitalized terms used herein and not otherwise defined
herein have the meanings specified in the Note Purchase Agreement. As provided
in the Note Purchase Agreement, this Subordinated Note is subject to prepayment,
in whole or in part, in certain cases without a Prepayment Compensation Amount
and in other cases with a Prepayment Compensation Amount.
This Subordinated Note is a registered Subordinated Note and is
transferable only by surrender at the principal office of the Company as
specified in the Note Purchase Agreement, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of this
Subordinated Note or its attorney duly authorized in writing.
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Under certain circumstances, as specified in the Note Purchase
Agreement, the principal of this Subordinated Note (together with any applicable
Prepayment Compensation Amount) may be declared due and payable in the manner
and with the effect provided in the Note Purchase Agreement.
THIS SUBORDINATED NOTE AND THE NOTE PURCHASE AGREEMENT ARE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL CONNECTICUT
LAW.
THE HAWK GROUP OF COMPANIES, INC.
By:_______________________________
Name:
Title:
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