**EXHIBIT10.48****AMENDMENT AND WAIVER**     THIS AMENDMENT AND WAIVER, dated as of October 28, 2005 (this “Amendment and Waiver”),is made by and among                      (the “Option Holder”), AT Holdings Corporation, aDelaware corporation (the “Company”), Argo-Tech Corporation, a Delaware corporation(“Argo-Tech”), and V.G.A.T. Investors, LLC, a Delaware limited liability company(“Parent”).**W****I****T****N****E****S****S****E****T****H**     WHEREAS, pursuant to that certain AT Holdings Corporation Nonqualified Stock Option Agreement,dated as of                      (the “Option Agreement”), by and among the Company, Argo-Techand the Option Holder, the Option Holder is the holder of options to purchase an aggregate of                    shares of common stock of the Company (the “Options”);     WHEREAS, as part of the transactions contemplated by that certain Merger Agreement (the“Merger Agreement”), dated September 13, 2005, by and among the Company, Argo-Tech, TheArgo-Tech Corporation Employee Stock Ownership Plan (the “ESOP”), acting therein throughGreatBanc Trust Company in its capacity as trustee of the ESOP, Parent, and Vaughn Merger Sub,Inc., a Delaware corporation and wholly-owned subsidiary of Parent, as amended, the MergerAgreement provides that the Option Holder will (i) retain 400 Options that were issued under theOption Agreement (the “Rollover Securities”), (ii) amend the Option Agreement to providethat such Rollover Securities will become options to purchase Class A Units of Parent as set forthherein and (iii) waive his right to receive any amounts that would otherwise be payable pursuant tothe Merger Agreement with respect to such Rollover Securities, and as the result, such RolloverSecurities will not be cancelled as otherwise contemplated by the terms of the Merger Agreement andno amounts will be paid to the Option Holder in respect thereof pursuant to the Merger Agreement;     WHEREAS, pursuant to Section 11 of the Option Agreement, the board of directors of theCompany may make adjustments in the securities covered by outstanding options to reflect theoccurrence of certain transactions with respect to the stock of the Company and, pursuant toSection 13 of the Option Agreement, the Option Agreement may be amended with the consent ofthe Option Holder;     WHEREAS, the parties hereto intend that this Amendment and Waiver shall not constitute amodification of the Rollover Securities for purposes of Section 409A of the Internal Revenue Codeof 1986, as amended, and the Treasury regulations promulgated thereunder (the “Code”), andthis Amendment and Waiver shall be construed accordingly; and     WHEREAS, the Option Holder is willing to amend the Option Agreement and provide all suchwaivers with respect to such Rollover Securities as are required under the Merger Agreement inconnection with the transactions contemplated thereby, upon the terms and subject to the conditionsset forth below.
 

 
     NOW, THEREFORE, in consideration of the respective covenants and promises contained herein andfor other good and valuable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto hereby agree as follows:1. Waiver of Right to Receive Merger Consideration. The Option Holder hereby consentsto the Company’s execution and delivery of the Merger Agreement and the consummation of thetransactions contemplated thereby, including the treatment of Rollover Securities, and waivesall of his rights to receive any amounts that would otherwise be payable pursuant thereto withrespect to the Rollover Securities held by the Option Holder. 2. Amendment to Option Agreement. The Option Holder hereby consents, in accordance withSection 11 and Section 13 of the Option Agreement, to the following amendmentsof the Option Agreement: (a) The title and preamble of the Option Agreement are hereby deleted in theirentirety and replaced with the following:“V.G.A.T. Investors, LLCNonqualified Unit Option Agreement     This AGREEMENT (the “Agreement”) is made by and between V.G.A.T. INVESTORS,LLC, a Delaware limited liability company (the “Company”), AT HOLDINGS CORPORATION,a Delaware corporation (“ATH”), ARGO-TECH CORPORATION, a Delaware corporation(“Argo-Tech”), and the individual listed on the signature page of this Agreement(the “Optionee”). Capitalized terms have the meaning set forth in Section 7 of thisAgreement.” (b) Section 1 of the Option Agreement is hereby deleted in its entirety andreplaced with the following:    “1. Grant of Option. The Company hereby assumes, effective as of October 28, 2005,an option (the “Option”) to purchase the number of Class A Units listed on thesignature page of this Agreement (the “Optioned Units”). Prior to the assumptionthereof by the Company, the Option consisted of an option to acquire from ATH anumber of shares of common stock of ATH (the “Optioned Shares”) equal to the numberof Optioned Units now subject to the Option. The price at which each of theOptioned Units may be purchased pursuant to this Option shall be listed on thesignature page of this Agreement (the “Option Price”), subject to adjustment ashereinafter provided, and shall be equal to the Option Price for an Option Shareprior to the assumption of the Option by the Company. The Option is intended to bea “nonqualified stock option” and shall not be treated as an “incentive stockoption” within the meaning of that term under Section 422 of the Internal RevenueCode of 1986, as amended, or any successor provision thereto.”  (c) The words “ten (10) years from the Date of Grant” in Section 2 arehereby deleted and replaced with the words “                    .”
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 (d) Section 3(a) of the Option Agreement is hereby deleted in its entiretyand replaced with the following:    “The Option is immediately exercisable with respect to all Optioned Units. Uponexercise of the Option with respect to one or more Optioned Units, (i) the Companyshall cause ATH to transfer to Argo-Tech a number of shares of common stock of ATHequal to the number of Optioned Units, (ii) the Company shall cause Argo-Tech totransfer the shares of ATH common stock to the Optionee in exchange for payment bythe Optionee to Argo-Tech of the Option Price and (iii) the Optionee shallcontribute shares of ATH common stock to the Company in exchange for the OptionedUnits acquired upon the exercise of the Option.  (e) The words “the Company” in the third sentence of Section 5(a) of theOption Agreement are hereby deleted and replaced with the words “an Issuer.”  (f) Section 5(b) of the Option Agreement is hereby deleted in its entiretyand replaced with the following:    “(b) The Optionee may also tender the Option Price by (i) the actual or constructivetransfer to the Company of outstanding Class A Units (or such other Companysecurities as the Company’s chief accounting officer, upon consultation with theCompany’s independent accountants, determines the acceptance of which by the Companywill not adversely affect the Company’s tax or accounting position) with a FairMarket Value on the date of exercise equal to the aggregate exercise price payablewith respect to the Options so exercised (and the number of shares of ATH commonstock issued under Section 3(a) shall be adjusted to reflect the net exercise), (ii)if authorized by the Board or the Compensation Committee at the time of exercise,delivery of a full recourse promissory note or notes of the Optionee payable on theearlier of the closing of an Initial Public Offering or an agreed period of time notto exceed five years and with such other terms as the Board or the CompensationCommittee may determine from time to time, (iii) by authorizing the Company towithhold from issuance a number of Class A Units (and ATH and Argo-Tech to withholda correlative number of shares of ATH common stock) issuable upon exercise of theOptions which, when multiplied by the Fair Market Value of a Class A Unit on thedate of exercise, is equal to the aggregate exercise price payable with respect tothe Options so exercised or (iv) by any combination of the foregoing methods ofpayment.”  (g) Section 5(d) of the Option Agreement is hereby deleted in its entirety.  (h) Section 6(e) is hereby deleted in its entirety and replaced with thewords “September 11, 2011.”  (i) Section 7 of the Option Agreement is hereby deleted in its entirety andreplaced with the following:
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 “7.  Definitions.“Common Stock” means the common stock of any Subsidiary of the Company or of anIssuer, and any other class or series of authorized capital stock of such Subsidiaryor Issuer which is not limited to a fixed sum or percentage of par or stated valuein respect to the rights of the holders thereof to participate in dividends or inthe distribution of assets upon any liquidation, dissolution or winding up of suchSubsidiary or Issuer.“Fair Market Value” of a Class A Unit of the Company or Common Stock of an Issuermeans, as of the date in question, (i) following an Initial Public Offering, theofficially-quoted closing selling price of the stock (or if no selling price isquoted, the bid price) on the principal securities exchange or market on which anysecurity in respect of the Common Stock of an Issuer is then listed for trading(including, for this purpose, the New York Stock Exchange or the Nasdaq NationalMarket) (the “Market”) for the applicable trading day and (ii) prior to anInitial Public Offering or following an Initial Public Offering, if the Common Stockof an Issuer is not then listed or quoted in the Market, the Fair Market Value shallbe the fair value of the Class A Units or Common Stock, as applicable, determined ingood faith by the Board using any reasonable method; provided,however, that when securities received upon exercise of an option areimmediately sold in the open market, the net sale price received may be used todetermine the Fair Market Value of any shares used to pay the exercise price orapplicable withholding taxes and to compute the withholding taxes.“Issuer” means the Company, any direct or indirect Subsidiary of the Company or anysuccessor to the Company, any of the capital stock of which the Company distributesto the holders of Units or that is received by the holders of Units in connectionwith a transaction contemplated by Section 4.2 of the Company’s Amended andRestated Limited Liability Company Agreement, dated as of October 28, 2005, as maybe amended from time to time.“Subsidiary” means, with respect to any Person, any corporation, limited liabilitycompany, partnership, association or business entity of which (i) if a corporation,a majority of the total voting power of shares of stock entitled (without regard tothe occurrence of any contingency) to vote in the election of directors, managers ortrustees thereof is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person or a combinationthereof, or (ii) if a limited liability company, partnership, association or otherbusiness entity (other than a corporation), a majority of partnership or othersimilar ownership interests thereof is at the time owned or controlled, directly orindirectly, by any Person or one or more Subsidiaries of that Person or acombination thereof. For purposes hereof, a Person or Persons shall be deemed tohave a majority ownership interest in a limited liability company, partnership,association or other business entity (other than a corporation) if such Person orPersons shall be allocated a majority of limited liability company, partnership,
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association or other business entity gains or losses or shall be or control anymanaging director or general partner of such limited liability company, partnership,association or other business entity. For purposes hereof, references to a“Subsidiary” of any Person shall be given effect only at such times that such Personhas one or more Subsidiaries and, unless otherwise indicated, the term “Subsidiary”refers to a Subsidiary of the Company.” (j) Section 10(b) of the Option Agreement is hereby deleted in itsentirety;  (k) The words “the Plan” in the penultimate sentence of Section 11 of theOption Agreement is hereby deleted and replaced with the words “this Agreement.” Thelast sentence of Section 11 is hereby deleted in its entirety and replaced withthe following:    “In the event of a Company Sale (as defined in that certain SecurityholdersAgreement, dated as of October 28, 2005, between the Company and its members, as maybe amended from time to time), the Board shall have the right to terminate theOption and provide in substitution to the Optionee payment in an amount equal to theFair Market Value of a Class A Unit on the date of exercise less theaggregate exercise price payable with respect to the options so exercised.”  (l) Section 13 of the Option Agreement is hereby deleted in its entiretyand replaced with the following:    This Agreement may be amended from time to time by the Compensation Committee in itsdiscretion in any manner that it deems appropriate; provided that no suchamendment shall adversely affect in a material manner any of the Optionee’s rightshereunder without the Optionee’s written consent.  (m) Section 15 of the Option Agreement is hereby deleted in its entirety.  (n) The words “Number of Optioned Shares:                     ” on the signature pageof the Option Agreement are hereby deleted and replaced with the words “Number of ClassA Units:                     .”Except as expressly set forth in this Amendment and Waiver, all other terms of the Option Agreementshall remain in full force and effect.3. No Modification. Each of the parties hereto agrees that this Amendment and Waiver isnot intended to be a modification for purposes of Section 409A of the Code and shall construethe terms herein accordingly. 4. Binding Nature and Benefit. This Amendment and Waiver shall be binding upon andinure to the benefit of each party hereto and their respective successors and assigns. 5. Counterparts. This Agreement may be executed in multiple counterparts, each of whichshall be deemed an original, and all of which together shall constitute on and the samedocument.
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6. Facsimile Signature. A facsimile signature of this Agreement has the same effect asan original signature. 7. GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 8. Arbitration.     (a) Any dispute with regard to this Agreement that is not resolved by mutual agreement,other than as provided in Section 8(b), shall be resolved by binding arbitrationbefore the American Arbitration Association (“AAA”) in New York City pursuant to therules of AAA. The arbitration shall be governed by the United States Arbitration Act, 9U.S.C. §§1-16 and shall be conducted in accordance with the rules and procedures of AAA.Any judgment upon the reward rendered by the arbitrator may be entered in any court havingjurisdiction thereof. The arbitrator’s decision shall set forth a reasoned basis for anyaward of damages or findings of liability. The arbitrator shall not have the power to awarddamages in excess of actual compensatory damages and shall not multiply actual damages oraward punitive damages, and each party hereby irrevocable waives any claim to such damages.The costs of AAA and the arbitrator shall be borne by the Company. Each party shall bearits own costs (including, without limitation, legal fees and fees of any experts) andout-of-pocket expenses.     (b) The parties hereby agree and stipulate that in the event of any breach or violationor violation of this Agreement by any other party hereto, either threatened or actual, thenon-breaching parties’ rights shall include, in addition to any and all other rightsavailable to any such non-breaching party at law or in equity, the right to seek and obtainany and all injunctive relief or restraining orders available to it in courts of properjurisdiction, so as to prohibit, bar, and restrain any and all such breaches or violationsby any other party hereto. Each of the parties hereto further agrees that no bond need befiled in connection with any request by any other party hereto for a temporary restrainingorder or for temporary or preliminary injunctive relief.9. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLESTEXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OFACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED ORINCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THETRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, ANDWHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.
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     IN WITNESS WHEREOF, the parties hereto has caused this Amendment and Waiver to be executed anddelivered as of the day and year first above written.      **AT HOLDINGS CORPORATION**