EX-10.3 4 l09959aexv10w3.txt EX-10.3 FORM OF COLLATERAL ASSIGNMENT OF SECURITY INTEREST IN PATENTS AND PATENT APPLICATIONS EXHIBIT 10.3 FORM OF COLLATERAL ASSIGNMENT OF SECURITY INTEREST IN PATENTS AND PATENT APPLICATIONS THIS COLLATERAL ASSIGNMENT OF SECURITY INTEREST IN PATENTS AND PATENT APPLICATIONS (this "Agreement") 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, HELSEL, INC., a Delaware corporation, LOGAN 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, S.K. WELLMAN CORP., a Delaware corporation, S.K. WELLMAN HOLDINGS, INC., a Delaware corporation, TEX RACING ENTERPRISES, INC., a Delaware corporation, WELLMAN PRODUCTS GROUP, INC., an Ohio corporation, and WELLMAN 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 127 Public Square, Cleveland, Ohio 44114 ("KeyBank"), as Administrative Agent. RECITALS A. Each Grantor is the owner of certain registered patents and patent applications 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. C. Each Grantor is the owner of the entire right, title and interest in the patents and patent applications designated as being owned by such Grantor in Exhibit A attached to this Agreement. 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 patents and patent applications listed in Exhibit A and a security interest in and to all patents and patent applications acquired by such Grantor after the date hereof. 2. Grants to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations, a security interest in and to all proceeds from the sale, exchange, license, lease or other transfer or disposition or collection of any of the foregoing (in whole or in part) or of any right or interest therein, and all proceeds or other value received and attributable (in whole or in part) to the ownership, possession or use of any of the foregoing (including without limitation any amounts recovered or recoverable on account of any infringement or misappropriation thereof); 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 patents and patent applications listed in Exhibit A and to all patents and patent applications acquired by such Grantor after the date hereof. [Signatures Follow on Next Page] 2 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. HELSEL, INC. LOGAN METAL STAMPINGS, INC. QUARTER MASTER INDUSTRIES, INC. SINTERLOY CORPORATION S.K. WELLMAN CORP. S.K. WELLMAN HOLDINGS, INC. TEX RACING ENTERPRISES, INC. WELLMAN PRODUCTS GROUP, INC. _________________________________ Name: Title: NET SHAPE TECHNOLOGIES LLC BY: HAWK MIM, INC., ITS SOLE MEMBER __________________________________ Name: Title: WELLMAN PRODUCTS, LLC BY: WELLMAN PRODUCTS GROUP, INC., ITS SOLE MEMBER ___________________________________ Name: Title: Mailing Address For Each of The Forgoing: c/o Hawk Corporation 200 Public Square, Suite 1500 Cleveland, Ohio 44114-2301 3 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 HELSEL, 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 LOGAN 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: ______________ 13 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: ________________ 14 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 S.K. WELLMAN 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 S.K. WELLMAN 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: _______________ 16 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: ________________ 17 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 WELLMAN 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: _______________ 18 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 WELLMAN 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: ______________ 19 EXHIBIT A PATENTS AND PATENT APPLICATIONS
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