Exhibit 4.8



 





Exhibit 4.8



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE.



 









 





[FORM OF EXCHANGE NOTE]




HAWK CORPORATION




83⁄4% SENIOR NOTE DUE 2014




CUSIP No.:                     



			
	No.                     
	 	$                    







     HAWK CORPORATION, a Delaware corporation (the “Company”, which term
includes any successor entity), for value received promises to pay to
                    , or registered assigns, the principal sum of                      DOLLARS
($                    ) on November 1, 2014.



     Interest
Rate: 83⁄4% per annum



     Interest Payment Dates: January 1 and July 1, commencing January 1, 2005



     Record Dates: December 15 and June 15



     Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.



     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officer.

	 	 	 	 	 
	 	HAWK CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 
	Attested to by:






Name:

Title:

 	 
	
	 	 	 
	 




TRUSTEE CERTIFICATE OF AUTHORIZATION



This is one of the 83⁄4% Senior Notes due 2014 referred to in the
within-mentioned Indenture.

	 	 	 	 	 
	 	HSBC BANK USA, National Association,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	Dated: ________________  	 	 	 
	 





 









 





(REVERSE OF NOTE)




83⁄4% Senior Note due 2014




     1. Interest.



          Hawk Corporation (the “Company”, which term includes any Surviving Entity)
promises to pay interest on the principal amount of this Note at the rate per
annum shown above. Interest on the Note will accrue (a) from the later of (i)
the last interest payment date on which interest was paid on the note
surrendered in exchange for this Note (the “Surrendered Note”), or (ii) if the
Surrendered Note is surrendered for exchange on a date in a period that
includes the record date for an interest payment date to occur on or after the
date of such exchange and as to which interest will be paid, the date of such
interest payment date; or (b) if no interest has been paid on such Surrendered
Note, from the Issue Date. The Company will pay interest semi-annually in
arrears on each Interest Payment Date, commencing January 1, 2005. Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.



     2. Method of Payment.



          The Company shall pay interest on the Notes (except defaulted interest) to
the Persons who are the registered Holders at the close of business on the
Record Date immediately preceding the Interest Payment Date even if the Notes
are cancelled on registration of transfer or registration of exchange after
such Record Date, and on or before such Interest Payment Date. Holders must
surrender Notes to a Paying Agent to collect principal payments. The Company
shall pay principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts (“U.S. Legal
Tender”). However, the Company may pay principal and interest by check payable
in such U.S. Legal Tender. The Company may deliver any such interest payment
to the Paying Agent or to a Holder at the Holder’s registered address.



     3. Paying Agent and Registrar.



          Initially, HSBC Bank USA, National Association (the “Trustee”) will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-Registrar without notice to the Holders. Neither the Company nor any
Affiliate of the Company shall act as Paying Agent or Registrar.



     4. Indenture.



          The Notes and the Guarantees were issued under an Indenture, dated as of
November 1, 2004 (the “Indenture”), among the Company, the Guarantors named
therein and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”), as in effect
on the date of the Indenture until such time as the Indenture is qualified
under the TIA, and thereafter as in effect on the date on which the Indenture
is qualified under the TIA. Notwithstanding anything to the contrary herein,
the Notes are subject to all such terms, and Holders of Notes are referred to
the Indenture and the TIA for a statement of such terms. The Notes are senior
obligations of the Company. Each Holder, by accepting a



 









 




Note, agrees to be bound by all of the terms and provisions of the
Indenture, as the same may be amended from time to time. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein.



     5. Redemption.



     (a) Optional Redemption on or after November 1, 2009. Except as described
in Section 5(b), the Notes are not redeemable before November 1, 2009.
Thereafter, the Company may on any one or more occasions redeem the Notes. The
Notes will be redeemed at their option, in whole or in part, upon not less than
30 nor more than 60 days’ notice, at the following redemption prices (expressed
as percentages of the aggregate principal amount thereof) if redeemed during
the twelve-month period commencing on November 1 of the year set forth below:



	 	 	 	 	 
	Year
	 	Percentage

	2009
	 	 	104.375	%
	2010
	 	 	103.281 	%
	2011
	 	 	102.188	%
	2012
	 	 	101.094	%
	2013
	 	 	100.000	%







     In addition, the Company must pay accrued and unpaid interest and
Additional Interest, if any, on the aggregate principal amount of the Notes
redeemed to the Redemption Date.



     (b) Optional Redemption upon Equity Offerings. At any time, or from time
to time, on or prior to November 1, 2008, the Company may, at its option, use
an amount not to exceed the net cash proceeds of one or more Equity Offerings
to redeem up to 35% of the aggregate principal amount of the Notes ever issued
under this Indenture. The Notes will be redeemed at a redemption price of
1083⁄4% of the aggregate principal amount thereof, plus accrued and unpaid
interest and Additional Interest, if any, to the Redemption Date, provided
that:




     (1) at least 65% of the original principal amount of Notes ever
issued under this Indenture remains outstanding immediately after any
such redemption; and




     (2) the Company makes such redemption not more than 120 days after
the consummation of any such Equity Offering.



     (c) Notice of Redemption. Notice of redemption will be mailed by
first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such Holder’s
registered address. If fewer than all of the Notes are to be redeemed, at any
time, selection of Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee deems to be fair and
appropriate; provided that no partial redemption will reduce the principal
amount of a Note not redeemed to a denomination of less than $1,000; and
provided, further, that any such partial redemption made with the proceeds of



 









 




an Equity Offering will be made only on a pro rata basis or on as nearly a
pro rata basis as practicable (subject to the procedures of the DTC or any
other depository) unless such method is otherwise prohibited. Notes in
denominations of $1,000 or more may be redeemed in part.



          Except as set forth in the Indenture, if monies for the redemption of the
Notes called for redemption shall have been deposited with the Paying Agent for
redemption on such Redemption Date sufficient to pay such redemption price plus
accrued and unpaid interest and Additional Interest, if any, to the Redemption
Date, the Notes called for redemption will cease to bear interest from and
after such Redemption Date, and the only remaining right of the Holders of such
Notes will be to receive payment of the redemption price plus accrued and
unpaid interest and Additional Interest, if any, as of the Redemption Date upon
surrender to the Paying Agent of the Notes redeemed.



     6. Offers to Purchase.



          Sections 4.10 and 4.19 of the Indenture provide that after certain Asset
Sales, and upon the occurrence of a Change of Control and subject to further
limitations contained therein, the Company will make an offer to purchase
certain amounts of the Notes in accordance with the procedures set forth in the
Indenture.



     7. Denominations; Transfer; Exchange.



          The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples thereof. A Holder shall register the transfer of
or exchange of Notes in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes, fees or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange of any Notes or portions thereof
selected for redemption.



     8. Persons Deemed Owners.



          The registered Holder of a Note shall be treated as the owner of it and
the Notes of which it is composed for all purposes.



     9. Unclaimed Money.



          If money for the payment of principal or interest remains unclaimed for
two years, the Trustee and the Paying Agent may pay the money without interest
thereon back to the Company. After that, all liability of the Trustee and such
Paying Agent with respect to such money shall cease.



     10. Discharge Prior to Redemption or Maturity.



          If the Company at any time deposits with the Trustee U.S. Legal Tender or
U.S. Government Obligations sufficient to pay the principal of and interest on
the Notes to redemption or Maturity and complies with the other provisions of
the Indenture relating thereto, the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, except
for the rights of Holders to receive payments in respect of the



 









 




principal of, and premium, if any, interest and Additional Interest, if
any, on the Notes when such payments are due from the deposits referred to
above.



     11. Amendment; Supplement; Waiver.



          Subject to certain exceptions, the Indenture, the Notes or the Guarantees
may be amended or supplemented with the written consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding,
and any existing Default or Event of Default or noncompliance with any
provision may be waived with the written consent of the Holders of a majority
in aggregate principal amount of the Notes then outstanding. Without consent
of any Holder, the parties thereto may amend or supplement the Indenture, the
Notes or the Guarantees to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes or Guarantees in addition to or
in place of certificated Notes or Guarantees, comply with the TIA, or comply
with Article Five or Section 10.04 of the Indenture or make any other change
that does not adversely affect in any material respect the rights of any Holder
of a Note.



     12. Restrictive Covenants.



          The Indenture imposes certain limitations on the ability of the Company
and the Restricted Subsidiaries to, among other things, incur additional
Indebtedness or grant Liens, make payments in respect of their Capital Stock or
certain Indebtedness, enter into transactions with Affiliates, create dividend
or other payment restrictions affecting Subsidiaries, merge or consolidate with
any other Person, sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its assets or adopt a plan of liquidation. Such
limitations are subject to a number of important qualifications and exceptions.
The Company must annually report to the Trustee on compliance with such
limitations.



     13. Successors.



          When a successor assumes, in accordance with the Indenture, all the
obligations of its predecessor under the Notes, the Guarantees and the
Indenture, the predecessor will be released from those obligations.



     14. Defaults and Remedies.



          If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding may declare all the Notes to be due and payable in the manner, at
the time and with the effect provided in the Indenture. Holders of Notes may
not enforce the Indenture except as provided in the Indenture. The Trustee is
not obligated to enforce the Indenture or the Notes unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of Notes notice of
any continuing Default or Event of Default (except a Default in payment of
principal or interest) if it determines that withholding notice is in their
interest.



 









 





     15. Trustee Dealings with Company.



          Subject to the terms of the TIA and the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Company, the Subsidiaries or
their respective Affiliates as if it were not the Trustee.



     16. No Recourse Against Others.



          No past, present or future stockholder, director, officer, employee or
incorporator, as such, of the Company or the Guarantors shall have any
liability for any obligation of the Company under the Notes, the Guarantees or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder of a Note by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.



     17. Guarantees.



          Payment of principal and interest and Additional Interest, if any
(including interest on overdue principal and overdue interest, if lawful), is
unconditionally guaranteed, jointly and severally, by each of the Guarantors.



     18. Authentication.



          This Note shall not be valid until the Trustee or Authenticating Agent
manually signs the certificate of authentication on this Note.



     19. Governing Law.



          THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS NOTE, THE GUARANTEES
AND THE INDENTURE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.



     20. Waiver of Jury Trial.



          Each of the parties hereto and the holders (by their acceptance of the
Note) hereby irrevocably waives, to the fullest extent permitted by law, any
and all right to trial by jury in any action or proceeding arising out of or in
connection with the Indenture, this Note, the Guarantees or the transactions
contemplated by the Indenture.



     21. Abbreviations and Defined Terms.



          Customary abbreviations may be used in the name of a Holder of a Note or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).



          The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture. Requests may be made to: Hawk
Corporation, 200 Public Square, Suite 1500, Cleveland, Ohio 44114-2301.



 









 





ASSIGNMENT FORM




     If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:


I or we assign and transfer this Note to:














(Print or type name, address and zip code and

social security or tax ID number of assignee)


and irrevocably appoint                                                                         
                                
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.



	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signed:	 	 
	

	 	
 
	 	 	 	
 
	

	 	 	 	 	 	(Sign exactly as your name
appears on the other side of
this Note)
	 	 	 	 	 
	Signature Guarantee:	 	 	 	 	 	 
	

	 	
 
	 	 	 	 





     In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the “Securities Act”), covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) November 1, 2006, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:



[CHECK ONE]




	 	 	 	 	 	 
	o
	 	(1	)	 	to the Company or a subsidiary thereof; or
	 
	 	 	 	 	 
	o

	 	(2	)	 	pursuant to and in compliance with Rule 144A under the Securities Act; or
	 
	 	 	 	 	 
	o

	 	(3	)	 	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of
which letter can be obtained from the Trustee); or
	o

	 	(4	)	 	outside the United States to a person other than a “U.S. person” in compliance with Rule 904 of Regulation S
under the Securities Act; or
	o

	 	(5	)	 	pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or
	 
	 	 	 	 	 
	o

	 	(6	)	 	pursuant to an effective registration statement under the Securities Act.







 









 




Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than
the registered Holder thereof; provided that if box (3), (4) or (5) is checked,
the Company or the Trustee may require, prior to registering any such transfer
of the Notes, in its sole discretion, such legal opinions, certifications
(including an investment letter in the case of box (3) or (4)) and other
information as the Trustee or the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.



     If none of the foregoing boxes is checked, the Trustee or Registrar shall
not be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.15 of the Indenture shall have
been satisfied.



	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signed:	 	 
	

	 	
 
	 	 	 	
 
	

	 	 	 	 	 	(Sign exactly as your name
appears on the other side
of this Note)







	 	 	 	 	 
	 	Signature Guarantee:	 	 	 
	
	 	 	
 	 





TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED




     The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.




	 	 	 	 	 
	Dated:
	 	 	 	 
	
	 	 	
 	 






                                                                            
                                 
 
NOTICE: To be executed by an executive officer




 









 





[OPTION OF HOLDER TO ELECT PURCHASE]




     If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.19 of the Indenture, check the appropriate box:



	 	 	 
	o

	 	Section 4.10
	 
	 	 
	o

	 	Section 4.19







     If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.10 or 4.19 of the Indenture, state the amount you
elect to have purchased:



     $                                              



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	

	 	
 
	 	
 
	
	 	 	 	NOTICE:
	 	The signature on this assignment
must correspond with the name as it
appears upon the face of the within
Note in every particular without
alteration or enlargement or any
change whatsoever and be guaranteed by
the endorser’s bank or broker.







Signature Guarantee: