**EXHIBIT 10.9****Amendment****to****Argo-Tech Corporation Trust Agreement****and****Michael S. Lipscomb Stay Pay Agreement**     This Amendment (the “Amendment”) to the Argo-Tech Corporation Trust Agreement dated October28, 1994, as amended November 22, 2002 (the “Rabbi Trust”), and to the Stay Pay Agreement datedFebruary 13, 1989 (the “Stay Pay Agreement”) between Argo-Tech Corporation (HBP), formerly known asArgo-Tech Corporation (“Argo-Tech”), and Michael S. Lipscomb (the “Beneficiary”) is by and betweenArgo-Tech and the Beneficiary.     WHEREAS, the Beneficiary and Argo-Tech entered into the Stay Pay Agreement;     WHEREAS, Argo-Tech executed the Rabbi Trust which trust was intended to secure amounts dueunder the Stay Pay Agreement;     WHEREAS, AT Holdings Corporation (“Holdings”), the parent of Argo-Tech, has entered into anAgreement and Plan of Merger dated as of September 13, 2005 (the “Merger Agreement”) by and amongHoldings, Argo-Tech Corporation, GreatBanc Trust Company, in its capacity as trustee for theArgo-Tech Corporation Employee Stock Ownership Plan, V.G.A.T. Investors, LLC (“Parent”), and VaughnMerger Sub, Inc. (“Acquisition Sub”), as amended, whereby Parent is to acquire Holdings through themerger of Acquisition Sub with and into Holdings; and     WHEREAS, Argo-Tech and the Beneficiary wish to amend the Rabbi Trust and the Stay PayAgreement so that the amount of assets held under the Rabbi Trust shall be paid to Beneficiary atthe Closing under the Merger Agreement and, upon such payment, the Rabbi Trust shall immediatelyterminate.          NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1.1 Amendment. The Stay Pay Agreement and the Rabbi Trust are herebyamended to provide for a payment to the Beneficiary or Successor from the assets of theTrust in an amount equal to the amount of assets then held under the Trust upon theoccurrence of the Closing under the Merger Agreement. Such payment shall be made assoon as reasonably possible after the Trustee’s receipt of an affidavit executed by anofficer of Argo-Tech other than the Beneficiary stating that such Closing has occurred.Immediately upon Beneficiary’s receipt of such payment,
 

 
   the Rabbi Trust and the Stay Pay Agreement shall be terminated without any furtheraction of the parties.  1.2 Effective Date. This Amendment shall be effective October 25, 2005.  1.3 Cancellation. If the Trustee shall not have made the payment describedin Section 1.2 above prior to December 20, 2005, this Amendment shall be of no furtherforce and effect whatsoever.  1.4 Force and Effect. Except as provided for herein, the Stay PayAgreement and the Rabbi Trust shall remain in full force and effect in accordance withtheir terms until their termination in accordance with the last sentence of Section 1.1above.         ARGO-TECH CORPORATION (HBP)           By: /s/ Paul R. Keen            Its: Vice President                   ARGO-TECH CORPORATION           By: /s/ Frances S. St.Clair            Its: Vice President                   NATIONAL CITY BANK, N.A.           By: /s/ Christian Brown            Its: Vice President                   BENEFICIARY           /s/ Michael S. Lipscomb           Michael S. Lipscomb