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                                                                   Exhibit 10.13

                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 22, 2000
("THIS AMENDMENT"), among the following: (i) HAWK CORPORATION, a Delaware
corporation (herein, together with its successors and assigns, the "Borrower");
(ii) the Lenders party hereto; and (iii) KEYBANK NATIONAL ASSOCIATION, a
national banking association, as a Lender, the Swing Line Lender, the Letter of
Credit Issuer, and as the Syndication Agent and the Administrative Agent under
the Credit Agreement:

         PRELIMINARY STATEMENTS:

         (1) The Borrower, the Lenders named therein, the Swing Line Lender, the
Letter of Credit Issuer, the Syndication Agent and the Administrative Agent
entered into the Credit Agreement, dated as of May 1, 1998 (the "Credit
Agreement"; with the terms defined therein, or the definitions of which are
incorporated therein, being used herein as so defined).

         (2) The parties hereto desire to change certain of the terms and
provisions of the Credit Agreement, all as more fully set forth below.

         NOW, THEREFORE, the parties hereby agree as follows:

         1. AMENDMENTS, ETC.

         1.1. PRICING GRID. The Pricing Grid Table which appears in section
2.8(h) of the Credit Agreement is amended to read in its entirety as follows:

                               PRICING GRID TABLE
                           (Expressed in Basis Points)

<TABLE>
<CAPTION>
                                                   Applicable
               Ratio of                          Eurodollar Margin                                Applicable
         Consolidated Net Debt                        for                 Applicable           Eurodollar Margin
                 to                             General Revolving         Facility Fee               for
         Consolidated EBITDA                          Loans                  Rate                 Term Loans


<S>                                                    <C>                     <C>                   <C>
 $ 3.00 to 1.00                                        175                     50                    225
 $ 2.50 to 1.00 but less than 3.00 to 1.00             160                     40                    200
 $ 2.00 to 1.00 but less than 2.50 to 1.00             140                     35                    175
   less than 2.00 to 1.00                              120                     30                    150
</TABLE>

         1.2. EFFECTIVENESS OF PRICING CHANGES. (a) Effective as of the
Effective Date of this Amendment provided for in section 4 hereof, for all
General Revolving Loans and Term Loans then or thereafter outstanding, and until
changed

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in accordance with the applicable provisions of section 2.8(h) of the Credit
Agreement based on the consolidated financial statements of the Borrower for a
fiscal quarter ended December 31, 2000 or thereafter, the Applicable Eurodollar
Margin for General Revolving Loans will be 160 basis points per annum and the
Applicable Eurodollar Margin for Term Loans will be 200 basis points per annum.

         (b) Effective as of the Effective Date of this Amendment, and until
changed in accordance with the applicable provisions of section 4.1(a) of the
Credit Agreement based on the consolidated financial statements of the Borrower
for a fiscal quarter ended December 31, 2000 or thereafter, the Applicable
Facility Fee Rate will be 40 basis points per annum.

         1.3. NEW SECTION 2A. Effective as of the Effective Date of this
Amendment, a new section 2A is hereby added to the Credit Agreement immediately
succeeding section 2 (and Exhibits G-1, G-2, G-3, G-4 H-1 and H-2 referenced in
such section 2A are hereby added as additional Exhibits to the Credit Agreement)
as follows:

                 SECTION 2A.   ALTERNATIVE CURRENCY LOANS.

                          2A.1 CERTAIN ADDITIONAL DEFINED TERMS. As used in this
                  Section 2A, the following terms shall have the meanings herein
                  specified unless the context otherwise requires:

                           "ALTERNATIVE CURRENCY" means any currency other than
                  Dollars which is freely transferable and convertible into
                  Dollars.

                           "ALTERNATIVE CURRENCY ADVANCE" shall have the meaning
                  provided in section 2A.2. Each Alternative Currency Advance
                  shall constitute a "Loan" as defined in and for all purposes
                  of this Agreement and the other Credit Documents, and the
                  making of each Alternative Currency Advance shall constitute a
                  "Credit Event" as defined in and for all purposes of this
                  Agreement and the other Credit Documents.

                           "ALTERNATIVE CURRENCY ADVANCE REPORT" shall have the
                  meaning provided in section 2A.7.

                           "ALTERNATIVE CURRENCY GUARANTEED OBLIGATIONS" shall
                  have the meaning provided in section 2A.18.

                           "ALTERNATIVE CURRENCY LENDER" shall have the meaning
                  provided in section 2A.11.

                           "ALTERNATIVE CURRENCY LENDING OFFICE" shall mean,
                  with respect to any Lender, the office of such Lender
                  specified as its Alternative Currency Lending Office in the
                  Alternative Currency Quote delivered by such Lender in
                  response to any Alternative Currency Quote Request.

                           "ALTERNATIVE CURRENCY OUTSTANDINGS" shall mean, at
                  any time an amount equal to the aggregate Dollar Equivalent of
                  all Alternative Currency Advances outstanding at such time.

                           "ALTERNATIVE CURRENCY PARTICIPATION AMOUNT" shall
                  have the meaning provided in section 2A.11.

                           "ALTERNATIVE CURRENCY QUOTE" shall have the meaning
                  provided in section 2A.4.

                           "ALTERNATIVE CURRENCY QUOTE REQUEST" shall have the
                  meaning provided in section 2A.3.

                           "APPLICABLE ALTERNATIVE CURRENCY BUSINESS DAY" shall
                  mean, with respect to any Alternative Currency Advance, a
                  Business Day on which commercial banks are open for
                  international business (including the clearing of currency
                  transfers in the Alternative Currency of such Alternative
                  Currency Advance) in the principal financial center of the
                  home country of such Alternative Currency.

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         "DOLLAR EQUIVALENT" shall mean in respect of any Alternative Currency
Advance, the amount of Dollars that would be obtained by converting the
outstanding amount of currency of such Alternative Currency Advance, as
specified in the then most recent Alternative Currency Advance Report in respect
of such Alternative Currency Advance, into Dollars at the spot rate for the
purchase of Dollars with such currency as quoted by KeyBank at approximately
9:00 A.M. (Cleveland, Ohio time) on the second Applicable Alternative Currency
Business Day prior to the date of such Alternative Currency Advance Report.

         "ELECTION TO PARTICIPATE" means an Election to Participate
substantially in the form of Exhibit H-1.

         "ELECTION TO TERMINATE" means an Election to Terminate substantially in
the form of Exhibit H-2.

         "ELIGIBLE SUBSIDIARY" means any wholly-owned Foreign Subsidiary of the
Borrower as to which an Election to Participate shall have been delivered to the
Administrative Agent and as to which an Election to Terminate shall not have
been delivered to the Administrative Agent. Each such Election to Participate
and Election to Terminate shall be duly executed on behalf of such wholly-owned
Foreign Subsidiary and the Borrower in such number of copies as the
Administrative Agent may request. The delivery of an Election to Terminate shall
not affect any obligation of an Eligible Subsidiary theretofore incurred. The
Administrative Agent shall promptly give notice to the Lenders of the receipt of
any Election to Participate or Election to Terminate.

         "INTEREST PERIOD" shall mean, with respect to any Alternative Currency
Advance, the Interest Period applicable to such Alternative Currency Advance, as
may be requested by the Borrower or any Eligible Subsidiary, as applicable, and
accepted by a Lender but which shall not, in any event (i) exceed three months
in duration or (ii) end after the General Revolving Loan Maturity Date. Each
Interest Period for any Alternative Currency Advance shall commence on the date
the Alternative Currency Advance is made and shall end on the date specified in
the applicable Alternative Currency Quote Request.

         "NOTICE OF ALTERNATIVE CURRENCY REFUNDING" shall have the meaning
provided in section 2A.11.

         2A.2 ALTERNATIVE CURRENCY ADVANCES. (a) Alternative Currency Option.
From time to time prior to the General Revolving Loan Maturity Date, the
Borrower or any Eligible Subsidiary may, as set forth in this section 2A,
request the Lenders to make offers to make a loan (each, an "Alternative
Currency Advance") to the Borrower or the Eligible Subsidiary, as applicable.
Any Lender may, but shall have no obligation to, make such offers, and the
Borrower or the Eligible Subsidiaries, as applicable, may, but shall have no
obligation to, accept any such offers in the manner set forth in this section
2A; provided that neither the Borrower nor any Eligible Subsidiary, as
applicable, may accept any offer if, after giving effect to the Alternative
Currency Advance to be made pursuant to such offer and any other outstanding
accepted offers, (i) the aggregate Alternative Currency Outstandings would
exceed $5,000,000 at such time, or (ii) the sum of (A) the aggregate Alternative
Currency Outstandings plus (B) the aggregate principal amount of all General
Revolving Loans then outstanding plus (C) the aggregate amount of all Swing Line
Loans then outstanding plus (D) the aggregate of the Letter of Credit
Outstandings would exceed the Total General Revolving Commitment at such time.

         2A.3 ALTERNATIVE CURRENCY QUOTE REQUEST. When the Borrower or the
Eligible Subsidiary, as applicable, wishes to request offers to make Alternative
Currency Advances under this section 2A, it shall transmit to the Administrative
Agent by facsimile transmission a request (an "Alternative Currency Quote
Request") substantially in the form of Exhibit G-1 hereto so as to be

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received no later than 10:00 A.M. (Cleveland, Ohio time) on the fifth Applicable
Alternative Currency Business Day prior to the date of the Alternative Currency
Advance requested therein (or such other time or date as the Administrative
Agent shall have agreed and shall have notified to the Lenders not later than
the date of the Alternative Currency Quote Request for the first Alternative
Currency Advance for which such change is to be effective) specifying:

                  (a) the proposed date of the Alternative Currency Advance,
which shall be an Applicable Alternative Currency Business Day with respect to
the Alternative Currency in which such Alternative Currency Advance is
requested;

                  (b) the Alternative Currency in which such Alternative
Currency Advance is requested;

                  (c) the aggregate principal amount of such Alternative
Currency Advance (in such Alternative Currency); and

                  (d) the duration of the Interest Period applicable to such
Alternative Currency Advance.

The Borrower or any Eligible Subsidiary may request offers to make Alternative
Currency Advances with more than one Interest Period and in more than one
Alternative Currency in a single Alternative Currency Quote Request. No
Alternative Currency Quote Request by the Borrower or any Eligible Subsidiary
shall be given within five Business Days of any other Alternative Currency Quote
Request. Notwithstanding the foregoing, neither the Borrower nor any Eligible
Subsidiary may request offers to make Alternative Currency Advances when a
Default under section 10.1 or an Event of Default is then in existence.

         2A.4 INVITATION FOR ALTERNATIVE CURRENCY QUOTES. Promptly upon receipt
of an Alternative Currency Quote Request, the Agent shall send to the Lenders by
facsimile transmission an Invitation for Alternative Currency Quotes
substantially in the form of Exhibit G-2 hereto, which shall constitute an
invitation by the Borrower or the Eligible Subsidiary to each Lender to submit
quotes (the "Alternative Currency Quotes") offering to make the Alternative
Currency Advances to which such Alternative Currency Quote Request relates in
accordance with this section 2A.

         2A.5 SUBMISSION AND CONTENTS OF ALTERNATIVE CURRENCY QUOTES. Each
Lender may submit to the Borrower or the Eligible Subsidiary an Alternative
Currency Quote containing an offer or offers to make Alternative Currency
Advances in response to an Invitation for Alternative Currency Quotes. Each
Alternative Currency Quote shall be in substantially the form of Exhibit G-3
hereto and must be submitted to the Borrower or the Eligible Subsidiary, as
applicable, by facsimile transmission at its offices specified in or pursuant to
section 12.3 not later than 2:00 P.M. (Cleveland, Ohio time) on the fourth
Applicable Alternative Currency Business Day prior to the proposed date of the
Alternative Currency Advance (or such other time or date as the Administrative
Agent shall have agreed and shall have notified to the Lenders not later than
the date of the Alternative Currency Quote Request for the first Alternative
Currency Advance for which such change is to be effective).

         2A.6 ACCEPTANCE AND NOTICE. Not later than 10:00 A.M. (Cleveland, Ohio
time) on the third Applicable Alternative Currency Business Day prior to the
proposed date of any Alternative Currency Advance (or such other time or date as
the Administrative Agent shall have agreed and shall have notified to the
Lenders not later than the date of the Alternative Currency Quote Request for
the first Alternative Currency Advance for which such change is to be
effective), the Borrower or the applicable Eligible Subsidiary shall notify the
Administrative Agent and each of the Lenders which submitted an Alternative
Currency Quote of its acceptance or non-acceptance of the offers so notified to
it pursuant to section 2A.5. In the case of acceptance, such notice shall
specify the aggregate principal amount of offers for each Interest Period and
each Alternative Currency that are accepted.

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The Borrower or the Eligible Subsidiary, as applicable, may accept any
Alternative Currency Quote in whole or in part; provided that:

                  (i) the aggregate principal amount of each may not exceed the
applicable amount set forth in the related Alternative Currency Quote Request,
and

                  (ii) the Borrower or the Eligible Subsidiary, as applicable,
may not accept any offer that would cause it to violate the proviso to section
2A.2 above.

Each Lender whose Alternative Currency Quote has been accepted in whole or in
part by the Borrower or any Eligible Subsidiary, as applicable, shall promptly
notify the Administrative Agent of such acceptance.

         2A.7 REPORTS TO THE ADMINISTRATIVE AGENT. The Borrower shall deliver to
the Administrative Agent and each of the Lenders a report in respect of each
Alternative Currency Advance (an "Alternative Currency Advance Report") (i) on
the date on which such Alternative Currency Advance is made and (ii) on the date
on which any principal amount thereof is repaid, specifying for such Alternative
Currency Advance:

                  (A) the date such Alternative Currency Advance was or is being
made or on which such amount of principal is repaid;

                  (B) the Alternative Currency of such Alternate Currency
Advance;

                  (C) the principal amount of such Alternate Currency Advance or
principal payment (in such Alternative Currency); and

                  (D) the Dollar Equivalent of the Alternate Currency Advance
then made or remaining after such principal repayment and the Alternative
Currency Outstandings on such date after giving effect to such Alternate
Currency Advance or principal payment.

         2A.8 REPAYMENT. The Borrower shall repay, or cause the applicable
Eligible Subsidiary to repay the principal amount of each Alternative Currency
Advance owing to each Lender on the last day of the Interest Period applicable
thereto.

         2A.9 INTEREST. The Borrower or the applicable Eligible Subsidiary shall
pay interest on the unpaid principal amount of each Alternative Currency Advance
owing to each Lender from the date of such Alternative Currency Advance until
such principal amount shall be paid in full at a rate per annum equal at all
times during the Interest Period for such Alternative Currency Advance to the
rate per annum specified in the Alternative Currency Quote accepted by the
Borrower or any Eligible Subsidiary, as applicable, relating to such Alternative
Currency Advance, payable on the last day of the Interest Period relating
thereto; provided that any amount of principal which is not paid when due
(whether at stated maturity, by acceleration or otherwise) shall bear interest
from the date on which such amount is due until such amount is paid in full,
payable on demand, at a rate per annum equal at all times to the greater of (x)
2% per annum above the Prime Rate in effect from time to time and (y) 2% per
annum above the rate per annum required to be paid on such Alternative Currency
Advance immediately prior to the date on which such amount became due.

         2A.10 MANDATORY PREPAYMENTS. (a) DOLLAR EQUIVALENT OF ALTERNATIVE
CURRENCY ADVANCES EXCEEDS $5,000,000. If on the last day of any calendar month
(or the last day of any Interest Period for any Alternative Currency Advance)
the Dollar Equivalent of the aggregate principal amount of all Alternative
Currency Advances then outstanding exceeds $5,000,000, the Borrower will prepay,
or cause any applicable Eligible Subsidiary to prepay, without any prepayment
penalty or premium, an aggregate principal amount of such Alternative Currency
Advances, ratably to the Lenders which shall have made such Alternative Currency
Advances, in an amount at least equal to such excess over

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$5,000,000, with accrued interest to the date of prepayment on the principal
amount prepaid, and the Borrower and any Eligible Subsidiary shall thereupon be
obligated to reimburse such Lenders in respect thereof pursuant to section
2A.12. Each such prepayment, if a partial payment of any Alternative Currency
Advances, shall be applied to the principal amounts of such Alternative Currency
Advances in inverse order of maturity.

         (b) IF OUTSTANDING GENERAL REVOLVING LOANS, SWING LINE LOANS,
ALTERNATIVE CURRENCY ADVANCES AND LETTER OF CREDIT OUTSTANDINGS EXCEED TOTAL
GENERAL REVOLVING COMMITMENT. If on any date (after giving effect to any other
payments on such date) the sum of (i) the aggregate outstanding principal amount
of General Revolving Loans plus (ii) the aggregate principal amount of all Swing
Line Loans outstanding plus (iii) the aggregate amount of Letter of Credit
Outstandings, plus (iv) the Dollar Equivalent of the Alternative Currency
Outstandings exceeds the Total General Revolving Commitment as then in effect,
the Borrower shall prepay, without any prepayment penalty or premium, on such
date that principal amount of General Revolving Loans or Alternative Currency
Advances and, after General Revolving Loans and Alternative Currency Advances
have been paid in full, Unpaid Drawings, in an aggregate amount at least equal
to such excess and conforming in the case of partial prepayments of General
Revolving Loans to the requirements as to the amounts of partial prepayments of
General Revolving Loans which are contained in section 5.1, and the Borrower
shall be obligated to reimburse the Lenders pursuant to section 2A.12 and 2.11.

         2A.11 REFUNDING OF, OR PARTICIPATION IN, ALTERNATIVE CURRENCY ADVANCES.
(a) If any Event of Default exists, any Lender having an Alternative Currency
Advance outstanding (any such Lender an "Alternative Currency Lender") may, in
its sole and absolute discretion, direct that the Alternative Currency Advances
owing to it be refunded by delivering a notice to such effect to the
Administrative Agent, specifying the aggregate principal amount thereof (a
"Notice of Alternative Currency Refunding"). Promptly upon receipt of a Notice
of Alternative Currency Refunding, the Administrative Agent shall give notice of
the contents thereof to the Lenders with General Revolving Commitments and,
unless an Event of Default specified in section 10.1(h) in respect of the
Borrower or any Eligible Subsidiary has occurred, also to the Borrower. Each
such Notice of Alternative Currency Refunding shall be deemed to constitute
delivery by the Borrower of a Notice of Borrowing requesting General Revolving
Loans consisting of Prime Rate Loans in the Dollar Equivalent amount of the
Alternative Currency Advance to which it relates. Each Lender with a General
Revolving Commitment (including the Alternative Currency Lender, in its capacity
as a Lender) hereby unconditionally agrees (notwithstanding that any of the
conditions specified in section 6.2 hereof (as if the making of an Alternative
Currency Advance were considered a Credit Event) or elsewhere in this Agreement
shall not have been satisfied, but subject to the provisions of paragraph (b)
below) to make a General Revolving Loan to the Borrower in an amount equal to
such Lender's General Revolving Facility Percentage of the Dollar Equivalent
aggregate amount of the Alternative Currency Advances to which such Notice of
Alternative Currency Refunding relates. Each such Lender shall make the amount
of such General Revolving Loan available to the Administrative Agent in
immediately available funds at the Payment Office not later than 2:00 P.M.
(local time at the Payment Office), if such notice is received by such Lender
prior to 11:00 A.M. (local time at its Domestic Lending Office), or not later
than 2:00 P.M. (local time at the Payment Office) on the next Business Day, if
such notice is received by such Lender after such time. The proceeds of such
General Revolving Loans shall be made immediately available to the Alternative
Currency Lender and applied by it to repay the principal amount of the
Alternative Currency Advances to which such Notice of Alternative Currency
Refunding related. The Borrower irrevocably and unconditionally agrees that,
notwithstanding anything to the contrary contained in this Agreement, General
Revolving Loans made as herein provided in response to a Notice of Alternative
Currency Refunding shall constitute General Revolving Loans hereunder consisting
of Prime Rate Loans.

         (b) If prior to the time a General Revolving Loan would otherwise have
been made as provided above as a consequence of a Notice of Alternative Currency
Refunding, any of the events specified in section 10.1(h) shall have occurred in
respect of the Borrower or any Eligible Subsidiary or one or more of the Lenders
with General Revolving Commitments shall determine that it is legally

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prohibited from making a General Revolving Loan under such circumstances, each
Lender (other than the Alternative Currency Lender), or each Lender (other than
the Alternative Currency Lender) so prohibited, as the case may be, shall, on
the date such General Revolving Loan would have been made by it (the "Purchase
Date"), purchase an undivided participating interest in the outstanding
Alternative Currency Advances to which such Notice of Alternative Currency
Refunding related, in an amount (the "Alternative Currency Participation
Amount") equal to such Lender's General Revolving Facility Percentage of the
Dollar Equivalent of such Alternative Currency Advances. On the Purchase Date,
each such Lender or each such Lender so prohibited, as the case may be, shall
pay to the Alternative Currency Lender, in immediately available funds, such
Lender's Alternative Currency Participation Amount, and promptly upon receipt
thereof the Alternative Currency Lender shall, if requested by such other
Lender, deliver to such Lender a participation certificate, dated the date of
the Alternative Currency Lender's receipt of the funds from, and evidencing such
Lender's participating interest in such Alternative Currency Advances and its
Alternative Currency Participation Amount in respect thereof. If any amount
required to be paid by a Lender to the Alternative Currency Lender pursuant to
the above provisions in respect of any Alternative Currency Participation Amount
is not paid on the date such payment is due, such Lender shall pay to the
Alternative Currency Lender on demand interest on the amount not so paid at the
overnight Federal Funds Effective Rate from the due date until such amount is
paid in full.

         (c) Whenever, at any time after the Alternative Currency Lender has
received from any other Lender such Lender's Alternative Currency Participation
Amount, the Alternative Currency Lender receives any payment from or on behalf
of the Borrower or any Eligible Subsidiary on account of the related Alternative
Currency Advances, the Alternative Currency Lender will promptly distribute to
such Lender its General Revolving Facility Percentage of such payment on account
of its Alternative Currency Participation Amount (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such
Lender's participating interest was outstanding and funded); provided, however,
that in the event such payment received by the Alternative Currency Lender is
required to be returned, such Lender will return to the Alternative Currency
Lender any portion thereof previously distributed to it by the Alternative
Currency Lender.

         (d) Each Lender's obligation to make General Revolving Loans and/or to
purchase participations in connection with a Notice of Alternative Currency
Refunding (which shall in all events be within such Lender's Unutilized General
Revolving Commitment, taking into account all outstanding participations in
connection with Alternative Currency Refundings) shall be subject to the
conditions that:

                  (i) such Lender shall have received a Notice of Alternative
Currency Refunding complying with the provisions hereof, and

                  (ii) at the time the Alternative Currency Advances which are
the subject of such Notice of Alternative Currency Refunding were made, the
Alternative Currency Lender had no actual written notice from another Lender
that an Event of Default had occurred and was continuing,

but otherwise shall be absolute and unconditional, shall be solely for the
benefit of the Alternative Currency Lender, and shall not be affected by any
circumstance, including, without limitation, (A) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against any other
Lender, any Credit Party, or any other person, or any Credit Party may have
against any Lender or other person, as the case may be, for any reason
whatsoever; (B) the occurrence or continuance of a Default or Event of Default;
(C) any event or circumstance involving a Material Adverse Effect upon the
Borrower or any Eligible Subsidiary; (D) any breach of any Credit Document by
any party thereto; or (E) any other circumstance, happening or event, whether or
not similar to any of the foregoing.

         2A.12. BREAKAGE COMPENSATION. The Borrower and each Eligible
Subsidiary, as applicable, shall compensate each applicable Lender, upon its
written request (which request shall set forth the


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detailed basis for requesting and the method of calculating such compensation),
for all reasonable losses, expenses and liabilities (including, without
limitation, any loss, expense or liability incurred by reason of the liquidation
or reemployment of deposits or other funds required by such Lender to fund its
Alternative Currency Advances) which such Lender may sustain: (i) if for any
reason (other than a default by such Lender or the Administrative Agent), a
borrowing of Alternative Currency Advances does not occur on a date specified
therefor in an Alternative Currency Quote Request; (ii) if any repayment or
prepayment of any of its Alternative Currency Advances occurs on a date which is
not the last day of an Interest Period applicable thereto; (iii) if any
prepayment of any of its Alternative Currency Advances is not made on any date
specified in a notice of prepayment given by the Borrower or any Eligible
Subsidiary as applicable; or (iv) as a consequence of any other default by the
Borrower or any Eligible Subsidiary, as applicable, to repay its Alternative
Currency Advances when required by the terms of this Agreement.

         2A.13 INCREASED COSTS. (a) If, due to either (i) the introduction of or
any change (other than any change by way of imposition or increase of reserve
requirements, in the case of any Alternative Currency Advance, included in the
Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining any Alternative Currency Advance, then the
Borrower or the applicable Eligible Subsidiary shall from time to time, upon
demand by such Lender (with a copy of such demand to the Administrative Agent),
pay to the Administrative Agent for the account of such Lender additional
amounts sufficient to compensate such Lender, on an after tax basis, for such
increased cost. A certificate as to the amount of such increased cost, submitted
to the Borrower and any applicable Eligible Subsidiary and the Administrative
Agent by such Lender, shall be conclusive and binding for all purposes, absent
demonstrable error.

         2A.14 Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its applicable
Alternative Currency Lending Office to fund or maintain Alternative Currency
Advances hereunder, the Borrower or any Eligible Subsidiary, as applicable,
shall forthwith prepay in full all affected Alternative Currency Advances of all
affected Lenders which are then outstanding, together with interest accrued
thereon.

         2A.15 PAYMENTS AND COMPUTATIONS. The Borrower or the applicable
Eligible Subsidiary shall make each payment in respect of each Alternative
Currency Advance not later than 11:00 A.M. (local time at the applicable
Alternative Currency Lending Office) on the day when due in the applicable
Alternative Currency to the applicable Lender, for the account of its applicable
Alternative Currency Lending Office, at its applicable Alternative Currency
Lending Office in same day funds, for application in accordance with the terms
of this Agreement.

         2A.16 JUDGMENT CURRENCY. If for the purpose of obtaining judgment in
any court, it is necessary to convert a sum due from the Borrower or any
Eligible Subsidiary hereunder in the currency expressed to be payable herein
(the "specified currency") into another currency, the parties hereto agree, to
the fullest extent that they may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the specified currency with such other
currency at the Cleveland, Ohio office of KeyBank on the Business Day preceding
that on which final judgment is given. The obligations of the Borrower or any
Eligible Subsidiary in respect of any sum due to any Lender or the
Administrative Agent hereunder shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or the Administrative Agent (as
the case may be) of any sum adjudged to be so due in such other currency such
Lender or the Administrative Agent (as the case may be) may in accordance with
normal banking procedures purchase the specified currency with such other
currency; if the amount of the specified

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currency so purchased is less than the sum originally due to such Lender or the
Administrative Agent, as the case may be, in the specified currency, the
Borrower and each Eligible Subsidiary agrees, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to any Lender or the Administrative Agent, as
the case may be, and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender, such
Lender or the Administrative Agent, as the case may be, agrees to remit such
excess to the Borrower or any Eligible Subsidiary.

         2A.17 CONDITIONS PRECEDENT TO ALTERNATIVE CURRENCY ADVANCES. The
obligations of any Lender to make any Alternative Currency Advance is subject,
at the time thereof, to the satisfaction of the conditions that at the time of
the Alternative Currency Advance, and also after giving effect thereto, (i)
there shall exist no Default or Event of Default and (ii) all representations
and warranties of the Credit Parties contained herein or in the other Credit
Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the date of such Alternative Currency Advance, except to the extent that such
representations and warranties expressly relate to an earlier specified date, in
which case such representations and warranties shall have been true and correct
in all material respects as of the date when made; and, if any such Alternative
Currency Advance is being made to any Eligible Subsidiary, the obligations of
any Lender to make Alternative Currency Advances are further subject to the
conditions that (A) the Administrative Agent shall have received for the account
of the applicable Alternative Currency Lender a duly executed promissory note in
the form of Exhibit G-4 hereto (which promissory note shall constitute a "Note"
as defined in and for all purposes of this Agreement and the other Credit
Documents) of the applicable Eligible Subsidiary dated on or before the date the
Alternative Currency Advance is made; and (B) the Administrative Agent shall
have received an Election to Participate of such Eligible Subsidiary.

The acceptance of the benefits of each Alternative Currency Advance shall
constitute a representation and warranty by the Borrower to each of the Lenders
that all of the applicable conditions specified above.

         2A.18 GUARANTEE BY THE BORROWER.

                   (A) GUARANTY. The Borrower hereby guarantees to each Lender
         the prompt payment in full when due (whether at stated maturity, by
         acceleration or otherwise) of the principal of and interest on all
         Alternative Currency Advances made by the Lenders to any Eligible
         Subsidiary and all other amounts from time to time owing to the Lenders
         by each Eligible Subsidiary strictly in accordance with the terms
         thereof (such obligations being herein collectively called the
         "Alternative Currency Guaranteed Obligations"). The Borrower hereby
         further agrees that if any Eligible Subsidiary shall fail to pay in
         full when due (whether at stated maturity, by acceleration or
         otherwise) any of the Alternative Currency Guaranteed Obligations, the
         Borrower will promptly pay the same without any demand or notice
         whatsoever, and that in the case of any extension of time of payment or
         renewal of any of the Alternative Currency Guaranteed Obligations, the
         same will be promptly paid in full when due (whether at extended
         maturity, by acceleration or otherwise) in accordance with the terms of
         such extension or renewal.

                  (B) OBLIGATIONS UNCONDITIONAL. The obligations of the Borrower
         under section 2A.18(a) are absolute and unconditional irrespective of
         the value, genuineness, validity, regularity or enforceability of this
         Agreement, the other Credit Documents or any other agreement or
         instrument referred to herein or therein, or any substitution, release
         or exchange of any other guarantee of or security for any of the
         Alternative Currency Guaranteed Obligations, and, to the fullest extent
         permitted by applicable law, irrespective of any other circumstance
         whatsoever that might otherwise constitute a legal or equitable
         discharge or

                                       9

<PAGE>   10

                           defense of a surety or guarantor, it being the intent
                           of this section 2A.18 that the obligations of the
                           Borrower hereunder shall be absolute and
                           unconditional under any and all circumstances.
                           Without limiting the generality of the foregoing, it
                           is agreed that the occurrence of any one or more of
                           the following shall not alter or impair the liability
                           of the Borrower hereunder which shall remain absolute
                           and unconditional as described above:

                                             (i) at any time or from time to
                                    time, without notice to the Borrower, the
                                    time for any performance of or compliance
                                    with any of the Alternative Currency
                                    Guaranteed Obligations shall be extended, or
                                    such performance or compliance shall be
                                    waived;

                                             (ii) any of the acts mentioned in
                                    any of the provisions hereof or of the other
                                    Credit Documents or any other agreement or
                                    instrument referred to herein or therein
                                    shall be done or omitted; or

                                             (iii) the maturity of any of the
                                    Alternative Currency Guaranteed Obligations
                                    shall be accelerated, or any of the
                                    Alternative Currency Guaranteed Obligations
                                    shall be modified, supplemented or amended
                                    in any respect, or any right hereunder or
                                    under the other Credit Documents or any
                                    other agreement or instrument referred to
                                    herein or therein shall be waived or any
                                    other guarantee of any of the Alternative
                                    Currency Guaranteed Obligations or any
                                    security therefor shall be released or
                                    exchanged in whole or in part or otherwise
                                    dealt with.

                           The Borrower hereby expressly waives diligence,
                           presentment, demand of payment, protest and all
                           notices whatsoever, and any requirement that the
                           Administrative Agent or any Lender exhaust any right,
                           power or remedy or proceed against the Eligible
                           Subsidiary hereunder or under the other Credit
                           Documents or any other agreement or instrument
                           referred to herein or therein, or against any other
                           Person under any other guarantee of, or security for,
                           any of the Alternative Currency Guaranteed
                           Obligations.

                                    (c) The obligations of the Borrower under
                           this section 2A.18 shall be automatically reinstated
                           if and to the extent that for any reason any payment
                           by or on behalf of any Eligible Subsidiary in respect
                           of the Alternative Currency Guaranteed Obligations is
                           rescinded or must be otherwise restored by any
                           reorganization or otherwise, and the Borrower agrees
                           that it will indemnify the Administrative Agent and
                           each Lender on demand for all reasonable costs and
                           expenses (including fees of counsel) incurred by the
                           Administrative Agent or such Lender in connection
                           with such recission or restoration, including any
                           such costs and expenses incurred in defending against
                           any claim alleging that such payment constituted a
                           preference, fraudulent transfer or similar payment
                           under any bankruptcy, insolvency or similar law.

         1.4. CERTAIN REPRESENTATIONS. With retroactive effect to the original
Effective Date of the Credit Agreement, section 7.7(b) of the Credit Agreement
is amended to read in its entirety as follows:

                  (b) Except as may be permitted by section 9.6, no part of the
         proceeds of any Credit Event will be used directly or indirectly to
         purchase or carry Margin Stock, or to extend credit to others for the
         purpose of purchasing or carrying any Margin Stock, in violation of any
         of the provisions of Regulation T, U or X of the Board of Governors of
         the Federal Reserve System. The Borrower is not engaged in the business
         of extending credit for the purpose of purchasing or carrying any
         Margin Stock. At no time would more than 25% of the value of the assets
         of the Borrower or of the Borrower and its consolidated Subsidiaries
         that are subject to any "arrangement" (as such term is used in section
         221.2(g) of such Regulation U) hereunder be represented by Margin
         Stock.

         1.5. REPRESENTATIONS AS TO ELIGIBLE SUBSIDIARIES. Effective as of the
Effective Date of this Amendment, a new section 7.21 is hereby added to the
Credit Agreement immediately succeeding section 7.20 as follows:


                                       10

<PAGE>   11

                 7.21 REPRESENTATIONS AND WARRANTIES OF ELIGIBLE SUBSIDIARIES.
         Each Eligible Subsidiary shall be deemed by the execution and delivery
         of its Election to Participate to have represented and warranted as of
         the date thereof that:

                  (a) CORPORATE EXISTENCE AND POWER. It is a company duly
         formed, validly existing and in good standing under the laws of its
         jurisdiction of formation and is a wholly-owned Subsidiary of the
         Borrower.

                  (b) CORPORATE AND GOVERNMENTAL AUTHORIZATION; CONTRAVENTION.
         The execution and delivery by it of its Election to Participate and its
         Notes, and the performance by it of this Agreement and its Notes, are
         within its corporate or other similar powers, have been duly authorized
         by all necessary corporate or other action, require no action by or in
         respect of, or filing with, any governmental body, agency or official
         and do not contravene, or constitute a default under, any provision of
         applicable law or regulation or of its certificate of incorporation (or
         other governing charter documents) or by-laws or of any agreement,
         judgment, injunction, order, decree or other instrument binding upon
         such Eligible Subsidiary or result in the creation or imposition of any
         Lien on any asset of such Eligible Subsidiary or any of its
         Subsidiaries.

                  (c) BINDING EFFECT. This Agreement constitutes a valid and
         binding agreement of such Eligible Subsidiary and its Notes, when
         executed and delivered in accordance with this Agreement, will
         constitute valid and binding obligations of such Eligible Subsidiary,
         in each case enforceable in accordance with their respective terms
         except as (i) the enforceability thereof may be limited by bankruptcy,
         insolvency or similar laws affecting creditors' rights generally and
         (ii) rights of acceleration and the availability of equitable remedies
         may be limited by equitable principles of general applicability.

                 (d) TAXES. Except as disclosed in the Election to Participate
         delivered by such Eligible Subsidiary, there is no income, stamp or
         other tax of any country, or any taxing authority thereof or therein,
         imposed by or in the nature of withholding or otherwise, which is
         imposed on any payment to be made by such Eligible Subsidiary pursuant
         hereto or on its Notes, or is imposed on or by virtue of the execution,
         delivery or enforcement of its Election to Participate or of its Notes.

         1.6. CONSOLIDATION, MERGER, ACQUISITIONS, ASSET SALES, ETC. With
retroactive effect to the original Effective Date of the Credit Agreement,
section 9.2(b) of the Credit Agreement is amended in its entirety to read as
follows:

                 (b) PERMITTED ACQUISITIONS. If no Default or Event of Default
         shall have occurred and be continuing or would result therefrom, the
         Borrower or any Subsidiary may make any Acquisition (i) which is a
         Permitted Acquisition, provided that all of the conditions contained in
         the definition of the term Permitted Acquisition are satisfied or (ii)
         which would, except for the failure to satisfy the condition set forth
         in clause (i)(B) of the definition of Permitted Acquisition, otherwise
         be a Permitted Acquisition, provided that the aggregate consideration
         for all such Acquisitions permitted by this clause (ii) , including the
         principal amount of any assumed Indebtedness and (without duplication)
         any Indebtedness of the acquired person or persons, may not exceed
         $5,000,000.

         1.7. DIVIDENDS, ETC. Effective as of the Effective Date of this
Amendment, section 9.6 of the Credit Agreement is amended to read in its
entirety as follows:

                 9.6. DIVIDENDS, ETC. The Borrower will not (x) directly or
         indirectly declare, order, pay or make any dividend (other than
         dividends payable solely in capital stock of the Borrower) or other
         distribution on or in respect of any capital stock of any class of the
         Borrower, whether by reduction of capital or otherwise, or (y) directly
         or indirectly make, or permit any of its Subsidiaries to directly or
         indirectly make, any purchase, redemption, retirement or other
         acquisition of any capital stock of any class of the Borrower (other
         than for a consideration consisting solely of capital stock of the same
         class of the Borrower) or of any warrants, rights or options to acquire
         or any securities convertible into or exchangeable for any capital
         stock of the Borrower, unless, immediately prior to and immediately
         after giving effect to any such action, (i) no Default under section
         10.1(a) or Event of Default shall have occurred and be continuing, (ii)
         the Borrower is in compliance with section 9.7, and (iii) the aggregate
         consideration paid by the Borrower and its Subsidiaries after June 30,
         2000 for all purchases, redemptions, retirements or other acquisitions
         of any capital stock of any class of the Borrower is

                                       11

<PAGE>   12

         not in excess of $5,000,000. In addition, the Borrower will not permit
         any Subsidiary to directly or indirectly declare, order, pay or make
         any dividend (other than dividends payable solely in the same class of
         stock or other equity interests of such Subsidiary) or other
         distribution on or in respect of any capital stock or other equity
         interests of any class of any Subsidiary, whether by reduction of
         capital or otherwise except that (i) any Wholly-Owned Subsidiary may
         make dividend payments or other distributions to the Borrower and (ii)
         any Subsidiary which is not a Wholly-Owned Subsidiary may make dividend
         payments or other distributions in respect of capital stock or other
         equity interests to any holder of such equity interests other than the
         Borrower in an amount not to exceed, in any fiscal year, the amount
         required by such holder to pay any currently due tax obligations in
         respect of such equity interests.

         2. REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants to the Lenders, the Swing Line
Lender, the Letter of Credit Issuer, the Administrative Agent and the
Syndication Agent as follows:

         2.1. NET SHAPE TECHNOLOGIES ACQUISITION. Other than the condition set
forth in clause (i)(B) of the definition of "Permitted Acquisition"in the Credit
Agreement, the Acquisition by the Borrower or one of its Subsidiaries of a
majority of the outstanding equity interests of Net Shape Technologies, Ltd., an
Ohio limited liability company (the "Net Shape Acquisition"), satisfies all of
the conditions contained in the definition of Permitted Acquisition. The
Borrower acknowledges that the consideration paid in respect of the Net Shape
Acquisition reduces the amount available to be used for Acquisitions pursuant to
clause (ii) of section 9.2(b) of the Credit Agreement, as amended by this
Amendment. Upon consummation of the Net Shape Acquisition, the Borrower will
cause Net Shape Technologies, LLC, a Delaware limited liability company, to
execute and deliver to the Administrative Agent a Joinder Supplement to
Subsidiary Guarantee, together with resolutions of the Board of Directors of
such Subsidiary, certified by the Secretary or Assistant Secretary of such
Subsidiary as duly adopted and in full force and effect, authorizing the
execution and delivery of such Joinder Supplement.

         2.2. AUTHORIZATION AND VALIDITY OF AMENDMENT, ETC. This Amendment has
been duly authorized by all necessary corporate action on the part of the
Borrower, has been duly executed and delivered by a duly authorized officer of
the Borrower, and constitutes the valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms, except to the
extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law).

         2.3. REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Credit Parties contained in the Credit Agreement or in the other Credit
Documents are true and correct in all material respects on and as of the date
hereof as though made on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to an earlier specified
date, in which case such representations and warranties are hereby reaffirmed as
true and correct in all material respects as of the date when made.

         2.4. NO EVENT OF DEFAULT. No condition or event has occurred or exists
which constitutes or which, after notice or lapse of time or both, would
constitute an Event of Default.

         2.5. COMPLIANCE. The Borrower is in full compliance with all covenants
and agreements contained in the Credit Agreement, as amended hereby, and the
other Credit Documents to which it is a party; and without limitation of the
foregoing, each Subsidiary of the Borrower which, as of the date hereof, is
required to be a Subsidiary Guarantor, has as on or prior to the date hereof
become a Subsidiary Guarantor under the Subsidiary Guaranty.

         2.6. FINANCIAL STATEMENTS, ETC. The Borrower has furnished to the
Lenders and the Administrative Agent complete and correct copies of (a) the
audited consolidated balance sheets of the Borrower and its consolidated
subsidiaries as of December 31, 1998, and December 31, 1999, and the related
audited consolidated statements of income, stockholders' equity, and cash flows
for the fiscal years then ended, accompanied by the unqualified report thereon
of the Borrower's independent accountants; and (b) the unaudited condensed
consolidated balance sheets of the Borrower and its consolidated subsidiaries as
of June 30, 1999, and the related unaudited condensed consolidated statements of

                                       12

<PAGE>   13

income and of cash flows of the Borrower and its consolidated subsidiaries for
the fiscal quarter or quarters then ended, as contained in the Form 10-Q
Quarterly Report of the Borrower filed with the SEC. All such financial
statements have been prepared in accordance with GAAP, consistently applied
(except as stated therein), and fairly present in all material respects the
financial position of the Borrower and its consolidated subsidiaries as of the
respective dates indicated and the consolidated results of their operations and
cash flows for the respective periods indicated, subject in the case of any such
financial statements which are unaudited, to normal audit adjustments, none of
which could reasonably be expected to have a Material Adverse Effect.

         3. RATIFICATIONS.

         Except as expressly modified and superseded by this Amendment, the
terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.

         4. BINDING EFFECT.

         This Amendment shall become effective on a date (the "Effective Date"),
on or before November 24, 2000, if the following conditions shall have been
satisfied on and as of such date:

                  (a) this Amendment shall have been executed by the Borrower
         and the Administrative Agent, and counterparts hereof as so executed
         shall have been delivered to the Administrative Agent;

                  (b) the Acknowledgment and Consent appended hereto shall have
         been executed by the Credit Parties named therein, and counterparts
         thereof as so executed shall have been delivered to the Administrative
         Agent;

                  (c) the Administrative Agent shall have been notified by the
         Required Lenders that such Lenders have executed this Amendment (which
         notification may be by facsimile or other written confirmation of such
         execution);

                  (d) each of Hawk MIM, Inc. and Tex Racing Enterprises, Inc., a
         Delaware corporation, shall have duly executed and delivered to the
         Administrative Agent a Joinder Supplement to Subsidiary Guarantee,
         together with resolutions of the Board of Directors of each such
         Subsidiary, certified by the Secretary or Assistant Secretary of such
         Subsidiary as duly adopted and in full force and effect, authorizing
         the execution and delivery of such Joinder Supplement; and

                  (e) the Borrower shall have delivered to the Administrative
         Agent an Election to Participate with respect to S.K. Wellman, S.p.A.;

and thereafter this Amendment shall be binding upon and inure to the benefit of
the Borrower, each Lender, the Swing Line Lender, the Letter of Credit Issuers,
the Syndication Agent and the Administrative Agent and their respective
successors and assigns. After this Amendment becomes effective, the
Administrative Agent will promptly furnish a copy of this Amendment to each
Lender and the Borrower and advise them of the Effective Date.

         5. MISCELLANEOUS.

         5.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Amendment shall survive the execution and delivery
of this Amendment, and no investigation by the Administrative Agent or any
Lender or any subsequent Loan or other Credit Event shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them.

         5.2. REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and
all other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.

                                       13

<PAGE>   14

         5.3. EXPENSES. As provided in the Credit Agreement, but without
limiting any terms or provisions thereof, the Borrower shall pay on demand all
reasonable costs and expenses incurred by the Administrative Agent in connection
with the preparation, negotiation, and execution of this Amendment, including
without limitation the reasonable costs and fees of the Administrative Agent's
special legal counsel, regardless of whether this Amendment becomes effective in
accordance with the terms hereof, and all reasonable costs and expenses incurred
by the Administrative Agent or any Lender in connection with the enforcement or
preservation of any rights under the Credit Agreement, as amended hereby.

         5.4. SEVERABILITY. Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.

         5.5. APPLICABLE LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio.

         5.6. HEADINGS. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

         5.7. ENTIRE AGREEMENT. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement.

         5.8. JURY TRIAL WAIVER. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

         5.9. COUNTERPARTS. This Amendment may be executed by the parties hereto
separately in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute
one and the same agreement.


                                       14

<PAGE>   15

         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.

<TABLE>
<CAPTION>
<S>                                           <C>
HAWK CORPORATION                              KEYBANK NATIONAL ASSOCIATION,
                                                 as a Lender, the Swing Line Lender, a Letter
                                                 of Credit Issuer, the Syndication Agent and
By:                                              the Administrative Agent
   --------------------------------------
    Vice President-Finance

                                              By:
                                                  Vice President

NATIONAL CITY BANK                            LaSALLE BANK, NATIONAL ASSOCIATION

By:                                           By:
   --------------------------------------        --------------------------------------------
    Title:                                        Title:

COMERICA BANK                                 BANK ONE, NA

By:                                           By:
   --------------------------------------        --------------------------------------------
    Title:                                        Title:

HARRIS TRUST AND SAVINGS BANK

By:
   --------------------------------------
    Title:
</TABLE>


                                       15

<PAGE>   16

                           ACKNOWLEDGMENT AND CONSENT

         For the avoidance of doubt, and without limitation of the intent and
effect of sections 6 and 10 of the Subsidiary Guaranty (as such term is defined
in the Credit Agreement referred to in the Amendment No. 1 to Credit Agreement
(the "Amendment"), to which this Acknowledgment and Consent is appended), each
of the undersigned hereby unconditionally and irrevocably (i) acknowledges
receipt of a copy of the Credit Agreement and the Amendment, and (ii) consents
to all of the terms and provisions of the Credit Agreement as amended by the
Amendment.

         Capitalized terms which are used herein without definition shall have
the respective meanings ascribed thereto in the Credit Agreement referred to
herein. This Acknowledgment and Consent is for the benefit of the Lenders and
the Administrative Agent, and their respective successors and assigns. No term
or provision of this Acknowledgment and Consent may be modified or otherwise
changed without the prior written consent of the Administrative Agent, given as
provided in the Credit Agreement. This Acknowledgment and Consent shall be
binding upon the successors and assigns of each of the undersigned. This
Acknowledgment and Consent may be executed by any of the undersigned in separate
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Acknowledgment and Consent as of the date of the Amendment
referred to herein.

                                    FRICTION PRODUCTS CO.
                                    S.K. WELLMAN CORP.
                                    HELSEL, INC.
                                    LOGAN METAL STAMPINGS, INC.
                                    HUTCHINSON PRODUCTS CORPORATION
                                    SINTERLOY CORPORATION
                                    HAWK BRAKE, INC.
                                    S. K. WELLMAN HOLDINGS, INC.
                                    WELLMAN FRICTION PRODUCTS U. K. CORP.
                                    CLEARFIELD POWDERED METALS, INC.
                                    ALLEGHENY POWDER METALLURGY, INC.
                                    QUARTER MASTER INDUSTRIES, INC.
                                    HAWK MIM, INC.
                                    TEX RACING ENTERPRISES, INC.
                                               as Guarantors

                                    By:
                                        ------------------------------------
                                        a Vice President of, and on behalf
                                        of, each of the above corporations



<PAGE>   17

                                HAWK CORPORATION
                                   as Borrower

                            THE LENDERS NAMED HEREIN
                                   as Lenders

          And

                                     [LOGO]

                          KEYBANK NATIONAL ASSOCIATION
          as a Lender, the Swing Line Lender, a Letter of Credit Issuer
            and as the Syndication Agent and the Administrative Agent

                            ------------------------

                                 AMENDMENT NO. 1
                                   dated as of
                                November 22, 2000
                                       to
                                CREDIT AGREEMENT
                                   dated as of
                                   May 1, 1998

                            ------------------------

<PAGE>   18
                                   EXHIBIT G-1

                   FORM OF ALTERNATIVE CURRENCY QUOTE REQUEST



<PAGE>   19

                                     [Date]

To:               KeyBank National Association
                  (the "Administrative Agent")

From:            [Borrower or Eligible Subsidiary]

Re:               Credit Agreement (the "Credit Agreement"), dated as of May 1,
                  1998, among Hawk Corporation, the Lenders party thereto and
                  the Administrative Agent

         We hereby give notice pursuant to section 2A of the Credit Agreement
that we request Alternative Currency Quotes for the following proposed
Alternative Currency Advance(s):

PRINCIPAL AMOUNT            ALTERNATIVE CURRENCY            INTEREST PERIOD

         Terms used herein have the meanings assigned to them in the Credit
Agreement.

                                               [BORROWER OR ELIGIBLE SUBSIDIARY]

                                               By:
                                                  ------------------------------
                                                   Name:
                                                   Title:



<PAGE>   20

                                   EXHIBIT G-2

               FORM OF INVITATION FOR ALTERNATIVE CURRENCY QUOTE



<PAGE>   21

To:               [Name of Lender]

Re:               Invitation for Alternative Currency Quotes
                  to [Borrower or Eligible Subsidiary]

         Pursuant to section 2A of the Credit Agreement, dated as of May 1,
1998, among Hawk Corporation, the Lenders parties thereto and the undersigned,
as Administrative Agent, we are pleased on behalf of [Borrower or Eligible
Subsidiary ]to invite you to submit Alternative Currency Quotes to [Borrower or
Eligible Subsidiary] for the following proposed Alternative Currency Advance(s)
:

Date of Alternative Currency Advance(s):__________________

PRINCIPAL AMOUNT          ALTERNATIVE CURRENCY             INTEREST PERIOD

         Please respond to this invitation to the Borrower by no later than 2:00
P.M. (Cleveland, Ohio time) on [date].

                                                  KEYBANK NATIONAL ASSOCIATION

                                                  By:
                                                     ---------------------------
                                                      Authorized Officer


<PAGE>   22

                                   EXHIBIT G-3

                       FORM OF ALTERNATIVE CURRENCY QUOTE



<PAGE>   23

                                     [Date]

To:               [Borrower or Eligible Subsidiary]
                  (the "Borrower")

Re:               Alternative Currency Quotes

         In response to the invitation by KeyBank National Association on your
behalf dated , 200_, we hereby make the following Alternative Currency Quote on
the following terms:

1.       Quoting Bank:_____________________

2.       Person to contact at Quoting Bank:___________________________

3.       Date of Alternative Currency Advance(s): (*)_________________

4.       Alternative Currency Lending Office: (**)____________________

5.       We hereby offer to make Alternative Currency Advance(s) in the
         following principal amounts, for the following Interest Periods and at
         the following rates:___________________

         PRINCIPAL           ALTERNATIVE           INTEREST         INTEREST
          AMOUNT(***)         CURRENCY              PERIOD            RATE

6.       Prepayment: [not] permitted [on 3 Applicable Alternative Currency
         Business Days' notice].

                                                       Very truly yours,

                                                        [NAME OF BANK]

Dated:__________________________

By:
        --------------------------
        Authorized Officer

-------------
*        As specified in the related Invitation.

**       Specify Alternative Currency Lending Office with respect to each
         Alternative Currency.

***      Principal amount bid for each Interest Period and each Alternative
         Currency may not exceed principal amount requested. Specify aggregate
         limitation if the sum of the individual offers exceeds the amount the
         Lender is willing to lend.


<PAGE>   24

                                   EXHIBIT G-4

                       FORM OF ALTERNATIVE CURRENCY NOTE



<PAGE>   25

                            ALTERNATIVE CURRENCY NOTE

                                                                 Cleveland, Ohio

                                                                 _________, 2000

         FOR VALUE RECEIVED, the undersigned [insert name of Eligible
Subsidiary]., a[ ] company (herein, together with its successors and assigns,
the "Obligor"), hereby promises to pay to the order of (the "Lender"), in an
Alternative Currency (such term and certain other capitalized terms used herein
without definition shall have the respective meanings ascribed thereto in the
Credit Agreement referred to below), in immediately available funds, at the
Payment Office of KeyBank National Association (the "Administrative Agent"), on
the last day of the Interest Period related to such Alternative Currency
Advance, the aggregate principal amount of all Alternative Currency Advances
made by the Lender pursuant to the Credit Agreement referred to below.

         The Obligor promises also to pay interest on the unpaid principal
amount of each Alternative Currency Advance made by the Lender at said office
from the date hereof until paid at the rates and at the times provided in
section 2A.9 of the Credit Agreement and in the relevant Alternative Currency.

         This Note is one of the Notes referred to in the Credit Agreement,
dated as of May 1, 1998, among Hawk Corporation, the financial institutions from
time to time party thereto (including the Lender), and KeyBank National
Association, as Administrative Agent (as from time to time in effect, the
"Credit Agreement"), and is entitled to the benefits thereof and of the other
Credit Documents. As provided in the Credit Agreement, this Note is subject to
mandatory prepayment prior to the Maturity Date, in whole or in part.

         In case an Event of Default shall occur and be continuing, the
principal of and accrued interest on this Note may be declared to be due and
payable in the manner and with the effect provided in the Credit Agreement.

         The Obligor hereby waives presentment, demand, protest or notice of any
kind in connection with this Note. No failure to exercise, or delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of any such rights.

         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF OHIO.

                                         [ELIGIBLE SUBSIDIARY]

                                         By:
                                            ------------------------------------
                                             Title:



<PAGE>   26

                         LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                 AMOUNT                                   AMOUNT
                  OF                                        OF
  DATE           LOAN           TYPE                     PRINCIPAL         UNPAID
   OF            AND             OF         INTEREST      PAID OR         PRINCIPAL       MADE
NOTATION       CURRENCY         LOAN         PERIOD       PREPAID         BALANCE          BY
<S>            <C>             <C>          <C>         <C>              <C>             <C>
</TABLE>
















<PAGE>   27

                                   EXHIBIT H-1

                        FORM OF ELECTION TO PARTICIPATE

<PAGE>   28

                                                                          [Date]

KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
     for the Lenders under the Credit Agreement, dated
     as of May 1, 1998, among Hawk Corporation, the
     Lenders party thereto and the Administrative Agent
     (the "Credit Agreement")

Ladies and Gentlemen:

         Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

         1. The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, hereby elects to be an Eligible Subsidiary for
purposes of the Credit Agreement effective from the date hereof until an
Election to Terminate shall have been delivered on behalf of the undersigned in
accordance with the Credit Agreement. The undersigned confirms that the
representations and warranties set forth in section 7.21 of the Credit Agreement
are true and correct as to the undersigned as of the date hereof, and the
undersigned hereby agrees to perform all the obligations of an Eligible
Subsidiary under, and to be bound in all respects by the terms of, the Credit
Agreement including without limitation section 12. 8 thereof, as if the
undersigned were a signatory party thereto.

         2. The address to which all notices to the undersigned under the Credit
Agreement should be directed is:_______________________________________________

         3. [Other than as set forth in paragraph 4 hereof,] there is no income,
stamp or other tax of [jurisdiction of incorporation and, if different,
principal place of business], or any taxing authority thereof or therein,
imposed by or in the nature of withholding or otherwise, which is imposed on any
payment to be made by the undersigned pursuant to the Credit Agreement or its
Notes, or is imposed on or by virtue of the execution, delivery or enforcement
of its Election to Participate or of its Notes.

         [4.  Tax disclosure]

         5. This instrument shall be construed in accordance with and governed
by the laws of the State of Ohio. This instrument may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

                                                 Very truly yours,

                                                 [NAME OF ELIGIBLE SUBSIDIARY]

                                                 By:
                                                    ----------------------------
                                                     Name:
                                                     Title:

<PAGE>   29

         The undersigned hereby confirms that (i) [name of Eligible Subsidiary]
is an Eligible Subsidiary for purposes of the Credit Agreement described above
and (ii) the representations and warranties set forth in section 7.21 of the
Credit Agreement are true and correct as to [name of Eligible Subsidiary] as of
the date hereof.

                                HAWK CORPORATION

                                By:
                                    --------------------------
                                    Name:
                                    Title:

         Receipt of the above Election to Participate is hereby acknowledged on
and as of the date set forth above.

                                KEYBANK NATIONAL ASSOCIATION,
                                    AS ADMINISTRATIVE AGENT

                                By:
                                    --------------------------
                                    Name:
                                    Title:

<PAGE>   30
                                   EXHIBIT H-2

                         FORM OF ELECTION TO TERMINATE

<PAGE>   31

                                                                          [Date]

KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
    for the Lenders under the Credit Agreement, dated
    as of May 1, 1998, among Hawk Corporation, the
    Lenders party thereto and the Administrative Agent
    (the "Credit Agreement")

Ladies and Gentlemen:

         Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

         The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, hereby elects to terminate its status as an Eligible
Subsidiary for purposes of the Credit Agreement effective as of the date hereof.
The undersigned hereby represents and warrants that all principal and interest
on all Notes of the undersigned and all other amounts payable by the undersigned
pursuant to the Credit Agreement have been paid in full on or prior to the date
hereof. Notwithstanding the foregoing, this Election to Terminate shall not
affect any obligation of the undersigned under the Credit Agreement of under any
Note heretofore incurred.

         This instrument shall be construed in accordance with and governed by
the laws of the Sate of Ohio.

         This instrument may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

                                          Very truly yours,

                                          [NAME OF ELIGIBLE SUBSIDIARY]

                                          By:
                                             --------------------------
                                              Name:
                                              Title:

         The undersigned hereby confirms that the status of [name of Eligible
Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement
described above is terminated as of the date hereof.

                                          HAWK CORPORATION

                                          By:
                                             --------------------------
                                              Name:
                                              Title:

<PAGE>   32

Receipt of the above Election to Terminate is hereby acknowledged on and as of
the date set forth above.

                                          KEYBANK NATIONAL ASSOCIATION,
                                              AS ADMINISTRATIVE AGENT

                                          By:
                                             --------------------------
                                              Name:
                                              Title: