Exhibit 10.9



 






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 October
28, 1994, as amended November 22, 2002 (the “Rabbi Trust”), and to the Stay Pay Agreement dated
February 13, 1989 (the “Stay Pay Agreement”) between Argo-Tech Corporation (HBP), formerly known as
Argo-Tech Corporation (“Argo-Tech”), and Michael S. Lipscomb (the “Beneficiary”) is by and between
Argo-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 due
under the Stay Pay Agreement;



     WHEREAS, AT Holdings Corporation (“Holdings”), the parent of Argo-Tech, has entered into an
Agreement and Plan of Merger dated as of September 13, 2005 (the “Merger Agreement”) by and among
Holdings, Argo-Tech Corporation, GreatBanc Trust Company, in its capacity as trustee for the
Argo-Tech Corporation Employee Stock Ownership Plan, V.G.A.T. Investors, LLC (“Parent”), and Vaughn
Merger Sub, Inc. (“Acquisition Sub”), as amended, whereby Parent is to acquire Holdings through the
merger of Acquisition Sub with and into Holdings; and



     WHEREAS, Argo-Tech and the Beneficiary wish to amend the Rabbi Trust and the Stay Pay
Agreement so that the amount of assets held under the Rabbi Trust shall be paid to Beneficiary at
the Closing under the Merger Agreement and, upon such payment, the Rabbi Trust shall immediately
terminate.



          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 hereby
amended to provide for a payment to the Beneficiary or Successor from the assets of the
Trust in an amount equal to the amount of assets then held under the Trust upon the
occurrence of the Closing under the Merger Agreement. Such payment shall be made as
soon as reasonably possible after the Trustee’s receipt of an affidavit executed by an
officer 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 further
action 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 described
in Section 1.2 above prior to December 20, 2005, this Amendment shall be of no further
force and effect whatsoever.
	 
	 	1.4	 	Force and Effect. Except as provided for herein, the Stay Pay
Agreement and the Rabbi Trust shall remain in full force and effect in accordance with
their terms until their termination in accordance with the last sentence of Section 1.1
above.





	 	 	 	 	 	 	 
	 	 	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