1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 20th, 1996 • Hutchinson Products Corp • Delaware
New York, New York November 22, 1996 SCHRODER WERTHEIM & CO. INCORPORATED BT SECURITIES CORPORATION McDONALD & COMPANY SECURITIES, INC. c/o SCHRODER WERTHEIM & CO. INCORPORATED Equitable Center 787 Seventh Avenue New York, New York 10019-6016 Ladies...Purchase Agreement • December 20th, 1996 • Hutchinson Products Corp
1 EXHIBIT 10.25 THE HAWK GROUP OF COMPANIES, INC. WARRANT AGREEMENT DATED AS OF JUNE 30, 1995Warrant Agreement • December 20th, 1996 • Hutchinson Products Corp • Connecticut
RECITALSShareholders' Agreement • December 20th, 1996 • Hutchinson Products Corp • Connecticut
FORM OFHutchinson Products Corp • December 20th, 1996 • Ohio
HELSEL, INC.,Registration Rights Agreement • December 20th, 1996 • Hutchinson Products Corp • New York
RECITALS:Consulting Agreement • December 20th, 1996 • Hutchinson Products Corp • Indiana
FORM OFHutchinson Products Corp • December 20th, 1996 • Ohio
1 EXHIBIT 10.14 CREDIT AGREEMENTCredit Agreement • December 20th, 1996 • Hutchinson Products Corp • Illinois
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 1st day of November, 1996, by and between HAWK CORPORATION, a Delaware corporation ("Employer"), and RONALD E. WEINBERG ("Employee"). 1....Employment Agreement • December 20th, 1996 • Hutchinson Products Corp • Ohio
andHutchinson Products Corp • December 20th, 1996 • Ohio
FORM OF SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT ---------------------------------------------------Note and Warrant Purchase Agreement • December 20th, 1996 • Hutchinson Products Corp • Connecticut
1 EXHIBIT 4.12 STOCKHOLDER'S AGREEMENT ----------------------- THIS STOCKHOLDERS' AGREEMENT (the "Agreement") is made and entered into as of the 6th day of June, 1991, by and among HAWK CORPORATION, a Delaware corporation ("Hawk"), NORMAN C. HARBERT,...S Agreement • December 20th, 1996 • Hutchinson Products Corp • Ohio
1 EXHIBIT 10.18 TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT ("AGREEMENT") made as of November 27, 1996, is executed by and between FRICTION PRODUCTS CO., an Ohio corporation (the "GRANTOR"), and BT COMMERCIAL CORPORATION, a Delaware...Trademark Security Agreement • December 20th, 1996 • Hutchinson Products Corp • Illinois
1 EXHIBIT 10.16 GENERAL SECURITY AGREEMENT GENERAL SECURITY AGREEMENT, dated as of November 27, 1996, made by FRICTION PRODUCTS CO., an Ohio corporation ("FRICTION PRODUCTS"), HAWK BRAKE, INC., an Ohio corporation ("HAWK BRAKE"), HELSEL, INC., a...General Security Agreement • December 20th, 1996 • Hutchinson Products Corp • Illinois
November 1, 1996Hutchinson Products Corp • December 20th, 1996
1 EXHIBIT 10.19 PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT ("AGREEMENT") made as of November 27, 1996, is executed by and between S.K. WELLMAN CORP., a Delaware corporation (the "GRANTOR"), and BT COMMERCIAL CORPORATION, a Delaware...Patent Security Agreement • December 20th, 1996 • Hutchinson Products Corp • Illinois
1 EXHIBIT 4.14 THE ENCUMBERING, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF THAT CERTAIN SHAREHOLDERS' AGREEMENT DATED AS OF JUNE 30, 1995, AS MAY BE AMENDED FROM TIME TO TIME, THE...Hutchinson Products Corp • December 20th, 1996
1 EXHIBIT 4.6 STOCKHOLDERS' VOTING AGREEMENT THIS STOCKHOLDERS' VOTING AGREEMENT ("Agreement") is made and entered into as of this 22nd day of November, 1996, by and among HAWK CORPORATION, a Delaware corporation (the "Company"), NORMAN C. HARBERT...Stockholders' Voting Agreement • December 20th, 1996 • Hutchinson Products Corp • Delaware
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT -------------------- JESS F. HELSEL, aka J. F. HELSEL THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into on this 1st day of July, 1994, by and between HELSEL, INC., a Delaware corporation...Employment Agreement • December 20th, 1996 • Hutchinson Products Corp • Indiana
FORM OF 12% SENIOR SUBORDINATED NOTE DUE JUNE 30, 2005Hutchinson Products Corp • December 20th, 1996
FORM OF PROMISSORY NOTEHutchinson Products Corp • December 20th, 1996
FORM OF SUBORDINATED GUARANTEE AGREEMENTSubordinated Guarantee Agreement • December 20th, 1996 • Hutchinson Products Corp • Connecticut
SECURED ------- PROMISSORY NOTE ---------------Hutchinson Products Corp • December 20th, 1996 • Indiana
1 EXHIBIT 10.6 [HAWK LOGO] November 1, 1996 Mr. Ronald E. Weinberg c/o Weinberg Capital Corporation Suite 29-2500 200 Public Square Cleveland, Ohio 44114-2301 Re: AMENDMENT OF WAGE CONTINUATION AGREEMENT Dear Ron: This letter will confirm that the...Hutchinson Products Corp • December 20th, 1996
1 EXHIBIT 10.2 WAGE CONTINUATION AGREEMENT OF THE HAWK GROUP OF COMPANIES, INC. THIS AGREEMENT is made and entered into as of this 30th day of June, 1995, by and between The Hawk Group of Companies, Inc., a Delaware corporation (hereinafter referred...Continuation Agreement • December 20th, 1996 • Hutchinson Products Corp • Delaware
November 1, 1996Hutchinson Products Corp • December 20th, 1996
1 EXHIBIT 4.13 HAWK [LOGO] November 1, 1996 Mr. Norman C. Harbert and Mr. Ronald E. Weinberg c/o Hawk Corporation 200 Public Square, Suite 29-2500 Cleveland, Ohio 44114-2301 Byron S. Krantz, Esq. c/o Kohrman Jackson & Krantz P.L.L. One Cleveland...Hutchinson Products Corp • December 20th, 1996
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...Credit Agreement • December 20th, 1996 • Hutchinson Products Corp
1 EXHIBIT 10.5 WAGE CONTINUATION AGREEMENT OF THE HAWK GROUP OF COMPANIES, INC. THIS AGREEMENT is made and entered into as of this 30th day of June, 1995, by and between The Hawk Group of Companies, Inc., a Delaware corporation (hereinafter referred...Continuation Agreement • December 20th, 1996 • Hutchinson Products Corp • Ohio
HAWK [LOGO] October 1, 1996 Mr. Norman C. Harbert, Mr. Ronald E. Weinberg, Mr. Byron S. Krantz, Mr. Douglas D. Wilson and Mr. Jeffrey H. Berlin c/o Hawk Corporation 200 Public Square, Suite 29-2500 Cleveland, Ohio 44114-2301 Re: AMENDMENT OF...Hutchinson Products Corp • December 20th, 1996
1 EXHIBIT 10.21 AGENCY AND CONTRIBUTION AGREEMENT THIS AGENCY AND CONTRIBUTION AGREEMENT ("AGREEMENT") dated as of November 27, 1996, by and among FRICTION PRODUCTS CO., an Ohio corporation ("FRICTION PRODUCTS"), HAWK BRAKE, INC., an Ohio corporation...Agency and Contribution Agreement • December 20th, 1996 • Hutchinson Products Corp • Illinois
1 EXHIBIT 10.11 CHANGE OF OWNERSHIP ------------------- EMPLOYMENT AGREEMENT -------------------- AGREEMENT by and between S. K. Wellman Limited, Inc., a Michigan corporation (the "Company") and Ronald E. Grambo (the "Executive"), dated as of the 1st...Change of Ownership • December 20th, 1996 • Hutchinson Products Corp • Michigan
FORM OFSubordinated Guarantee Agreement • December 20th, 1996 • Hutchinson Products Corp • Connecticut
1 EXHIBIT 3.5 MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • December 20th, 1996 • Hutchinson Products Corp • Delaware
