exv10w17



 







Exhibit 10.17




FIRST AMENDMENT AND AGREEMENT




     This FIRST AMENDMENT AND AGREEMENT is made as of the 24th day of March, 2006, by and among
BANK OF AMERICA, N.A., a national banking association, successor by merger and by assignment to
FLEET PRECIOUS METALS INC., with offices at 111 Westminster Street, Providence, Rhode Island 02903
(“BANA”); TECHNITROL, INC., a Pennsylvania corporation with offices at 1210 Northbrook Drive, Suite
470, Trevose, Pennsylvania 19053 (“Technitrol”) and AMI DODUCO, INC., a Pennsylvania corporation
with offices at Murray Corporate Park, 1003 Corporate Drive, Export, Pennsylvania 15632 (“AMI”)
(Technitrol and AMI are sometimes hereinafter individually and collectively referred to as
“Customer”).



W I T N E S S E T H :




     WHEREAS, BANA and Customer are parties to a certain Amended and Restated Consignment Agreement
dated July 29, 2005 (as may be amended from time to time, the “Consignment Agreement”), pursuant to
which BANA has agreed to consign certain commodities to Customer upon the terms and conditions
specified therein; and



     WHEREAS, the parties desire to amend the Consignment Agreement as hereinafter provided; and




     WHEREAS, capitalized terms not otherwise defined herein shall have the meanings set forth in
the Consignment Agreement.



     NOW THEREFORE, for value received and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Consignment
Agreement as follows:



     1. All references in the Consignment Agreement to “Fleet Precious Metals, Inc.” are hereby
amended to read “Bank of America, N.A., a national banking association”. All references in the
Consignment Agreement to “Consignor” are hereby amended to read “BANA”, and the term “BANA” as used
herein and therein shall mean “Bank of America, N. A., a national banking association.” Any
conforming changes necessitated by the foregoing amendment are deemed to have been made.



     2. The fourth sentence of Section 1(a) of the Consignment Agreement is hereby amended
in its entirety to read as follows:




At no time shall the value of consigned commodities exceed: (i)
$50,000,000; (ii) such limit as the parties may agree upon; or (iii)
such limit as BANA may approve in its sole discretion (the
“Consignment Limit”).



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     3. Section 9(e) of the Consignment Agreement is hereby amended in its entirety to read
as follows:




	 	(e)	 	the occurrence of any Event of Default as defined in that
certain Credit Agreement dated as of October 14, 2005 (the “Credit Agreement”)
by and among Customer, certain Subsidiaries of the Customer (as defined in the
Credit Agreement), BANA as Administrative Agent, Swing Line Lender and L/C
Issuer, BANK OF AMERICA, N.A. SINGAPORE BRANCH as Singapore Administrative
Agent, and the Lenders (as defined in the Credit Agreement), as the same may be
amended and/or amended and restated from time to time, that causes the
Administrative Agent (as defined in the Credit Agreement) to declare any or all
of the Obligations (as defined in the Credit Agreement) to be immediately due
and payable;





     4. Except as amended hereby, the Consignment Agreement and all agreements, instruments and
documents executed in connection therewith shall remain in full force and effect and are in all
respects hereby ratified and affirmed.



     5. Customer hereby reaffirms each representation, warranty and covenant set forth in the
Consignment Agreement as if set forth herein in full.



     6. Customer acknowledges and confirms that there are currently no known defenses, claims or
setoffs available to Customer which would operate to limit its obligations under the Consignment
Agreement.



     7. Customer shall pay BANA the previously agreed-upon fee in connection with the preparation
and implementation of this First Amendment and Agreement.



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IN WITNESS WHEREOF, the undersigned parties have caused this First Amendment and Agreement to be
executed by their duly authorized officers as of the date first above written.




BANK OF AMERICA, N.A.




By: /s/ David R. Vega

David R. Vega

Senior Vice President




TECHNITROL, INC.




By: /s/ Drew A. Moyer

Drew A. Moyer

Sr. VP & CFO




AMI DODUCO, INC.




By: /s/ James M. Papada, III

James M. Papada, III

President



The above signatory has the authority to execute this First Amendment and Agreement and all future
amendments to this Consignment Agreement on behalf of Technitrol, Inc.




TECHNITROL, INC.




By: /s/ Ann Marie Janus

Ann Marie Janus

Corporate Secretary



The above signatory has the authority to execute this First Amendment and Agreement and all future
amendments to this Consignment Agreement on behalf of AMI Doduco, Inc.




AMI DODUCO, INC.




By: /s/ Drew A. Moyer

Drew A. Moyer

Secretary





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