EX-10.1






Exhibit 10.1




SUPPLEMENTAL INDENTURE




THIS SUPPLEMENTAL INDENTURE, dated as of February 23, 2010 (the “Supplemental
Indenture”), is made by and among Hawk Corporation, a Delaware corporation (the
“Company”), the guarantors named therein (the “Guarantors”), and HSBC Bank USA,
National Association, as trustee under the Indenture referred to herein (the “Trustee”).



W I T N E S S E T H:




WHEREAS, the Company has previously executed and delivered to the Trustee an indenture, dated
as of November 1, 2004 ( the “Indenture”), providing for the issuance of an aggregate
principal amount of up to $110.0 million of 83/4% Senior Notes due 2014 (the “Notes”);



WHEREAS, the Company desires to amend a certain provision of the Indenture as set forth
herein, and it has received the consent of the holders of a majority in aggregate principal amount
of the Notes currently outstanding (excluding the Notes then owned by the Company and its
Affiliates) to such amendment;



WHEREAS, Section 9.02 of the Indenture permits the Indenture to be amended by a supplemental
indenture with the consent of the Holders of at least a majority in aggregate principal amount of
the Notes outstanding;



WHEREAS, the parties hereto are entering into this Supplemental Indenture to amend Section
4.09 of the Indenture by adding a new clause in the second paragraph of Section 4.09 of the
Indenture which has the effect of adding an additional “Permitted Payment” provision;



WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture; and



WHEREAS, all conditions set forth in the Indenture for the execution and delivery of this
Supplemental Indenture have been complied with.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



SECTION 1. Capitalized Terms. Capitalized terms used herein without definition shall
have the respective meanings ascribed to them in the Indenture.



SECTION 2. Amendment of Section 4.09. The text of Section 4.09 of the Indenture is
hereby amended to add a new clause (12) in the second paragraph of Section 4.09:



“(12) Investments in shares of the Company’s outstanding Common Stock in amounts not exceeding
in the aggregate $20,000,000.”



SECTION 3. Operation of Amendment. Upon the execution and delivery of this
Supplemental Indenture by the parties hereto, the Supplemental Indenture will become effective.



SECTION 4. Miscellaneous.



SECTION 4.1 Incorporation of the Indenture. All the provisions of this Supplemental
Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented and amended by this Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.



SECTION 4.2 Application of Supplemental Indenture. The provisions and benefit of this
Supplemental Indenture shall be effective with respect to the Notes. Except as expressly
supplemented or amended as set forth in this Supplemental Indenture, the Indenture is hereby
ratified and confirmed, and all the terms, provisions and conditions thereof shall be and continue
in full force and effect. The Trustee accepts the trusts created by the Indenture, as amended and
supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and
conditions in the Indenture as amended and supplemented by this Supplemental Indenture.



SECTION 4.3 Counterparts. The Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



SECTION 4.4 Successors and Assigns. All agreements in this Supplemental Indenture by
the Company and the Guarantors shall bind their respective successors and assigns, whether so
expressed or not.



SECTION 4.5 Severability. In case any one or more of the provisions in this
Supplemental Indenture shall be held invalid, illegal or unenforceable, in any respect for any
reason, the validity, legality and enforceability of any such provision in every other respect and
of the remaining provisions shall not in any way be affected or impaired thereby, it being intended
that all provisions hereof shall be enforceable to the fullest extent permitted by law.



SECTION 4.6 Benefits of Supplemental Indenture. Nothing in this Supplemental
Indenture, express or implied, shall give to any person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Supplemental Indenture.



SECTION 4.7 Regarding the Trustee. The Trustee shall not be responsible for the
correctness of the recitals herein, and makes no representation as to the validity or the
sufficiency of this Supplemental Indenture, except with respect to the execution hereof by the
Trustee. The Trustee shall, in connection with this Supplemental Indenture, be entitled to all of
the benefits of all of the rights, privileges, immunities and indemnities of the Trustee provided
for in the Indenture.



SECTION 4.8 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICT OF LAWS. Each
of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York
in any action or proceeding arising out of or relating to this Supplemental Indenture.



SECTION 4.9 Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.



[Signature Pages Follow]




IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the day first written above.



	 	 	 
	HAWK CORPORATION	 	HSBC BANK USA, NATIONAL ASSOCIATION,
	By: /s/ Ronald E. Weinberg




Name: Ronald E. Weinberg

Title: Chairman
	 	as Trustee

By: /s/ Herawattee Alli

—

Name: Herawattee Alli

Title: Vice President







FRICTION PRODUCTS CO.



By: /s/ Ronald E. Weinberg

Name: Ronald E. Weinberg

Title: Chairman







HAWK MOTORS, INC.



By: /s/ Ronald E. Weinberg

Name: Ronald E. Weinberg

Title: Chairman







LOGAN METAL STAMPINGS, INC.



By: /s/ Ronald E. Weinberg

Name: Ronald E. Weinberg

Title: Chairman







S.K. WELLMAN HOLDINGS, INC.



By: /s/ Ronald E. Weinberg

Name: Ronald E. Weinberg

Title: Chairman











S.K. WELLMAN CORP.



By: /s/ Ronald E. Weinberg

Name: Ronald E. Weinberg

Title: Chairman







WELLMAN PRODUCTS GROUP, INC.



By: /s/ Ronald E. Weinberg

Name: Ronald E. Weinberg

Title: Chairman







WELLMAN PRODUCTS, LLC



By: WELLMAN PRODUCTS GROUP, INC.



its sole member



By: /s/ Ronald E. Weinberg

Name: Ronald E. Weinberg

Title: Chairman