exv10w19



 







Exhibit 10.19




September 24, 2005




AMI Doduco Inc

1003 Corporate Lane

Trevose, PA 19053




Attention:                    Mr. Bud Morris




Gentlemen:



We are pleased to confirm that we have entered into the following Consignment Agreement (the
“Agreement”) with you as of the date written above.




	 	 	 
	Consignor:

	 	Consignee:
	Mitsui & Co. Precious Metals Inc.

	 	AMI Doduco Inc
	200 Park Avenue

	 	1003 Corporate Lane
	New York, NY 10166

	 	Export, PA15632






	 	 	 	 	 
	Telephone: (212) 878-4122

	 	Telephone
	 	: (215) 355-2900
	Fax:               (212) 878-4811

	 	Fax
	 	: (215) 272-0461






	 	 	 	 	 
	1.

	 	MATERIAL:
	 	(a) Silver bars of approximately 1,000 toz each, minimum 99.99% fine, being of a
quality acceptable for delivery on the Commodity Exchange, Inc. (“Comex”).
	 
	 	 	 	 
	 

	 	 	 	(b) Palladium, Loco Johnson Matthey PA or any other mutually agreeable
location PM 99.95 percent minimum purity, or
	 
	 	 	 	 
	 

	 	 	 	(c ) Rhodium, Loco: Loco Johnson Matthey PA or any other mutually agreeable
location PM 99.9 percent minimum purity, or
	 
	 	 	 	 
	 

	 	 	 	(d) any other material at any other location as mutually agreed, “Material”
	 
	 	 	 	 
	2.

	 	NATURE OF

TRANSACTION:
	 	Consignee shall, from time to time during the duration of this
Agreement, take Material on consignment from Consignor, whereby the following
shall be mutually agreed upon:







	 	(i)	 	the consignment rate payable with respect to
the requested consignment
	 
	 	(ii)	 	the value of the Material on which Consignment
Fees shall be calculated
	 
	 	(iii)	 	the date on which such Material shall be due
to be purchased or withdrawn from Consignment (“Maturity Date”).
	 
	 	(iv)	 	agreed upon quantities of Material (“Consigned
Material”),





	 	 	 	 	 
	 

	 	 	 	Each Consignment shall be governed by this Agreement together with the
specific terms of each Consignment as set forth on Consignor’s telex or
telecopier confirmation in the form of Exhibit A attached hereto
(“Confirmation”)
	 
	 	 	 	 
	3.

	 	PLACE OF

DELIVERY:
	 	Consignee’s Plant, or as otherwise agreed.
	 
	 	 	 	 
	4.

	 	DATE OF

OF DELIVERY:
	 	From time to time, as requested by Consignee.
	 
	 	 	 	 
	5.

	 	DURATION:
	 	This Agreement shall expire one year from the date on which this
Agreement is signed (the “Termination Date”), unless at least five (5)
Business Days prior to the Termination Date (or any subsequent Termination
Date) the parties mutually agree






 









 






	 	 	 	 	 
	 

	 	 	 	to rollover the Agreement for another one-year period. (Each one-year period
being referred to hereinafter as a “Term” and the Rate to be applied during
such Term.) The Termination Date for such subsequent Term or Terms shall be
as set forth in a Confirmation.
	 
	 	 	 	 
	6.

	 	PLACE OF
	 	Citibank New York
	 

	 	PAYMENT
	 	ABA # 021000089
	 

	 	 	 	In favor of: Mitsui & Co. Precious Metals, Inc. A/C # 3043-5654
	 
	 	 	 	 
	7.

	 	PLACE OF

RETURN
	 	Place of origination or otherwise agreed.
	 
	 	 	 	 
	8.	 	RETURN OR PURCHASE
	 

	 	OF CONSIGNED	 	 
	 

	 	MATERIAL:
	 	Consignee shall return or purchase consigned Material hereunder as follows:







	 	A.	 	From time to time during the duration of this Agreement, Consignee, upon
notification to Consignor (which notification if oral shall be confirmed by telex or
facsimile) may purchase consigned Material at a price equal to the product of (i) the
number of ounces of consigned Material being purchased and (ii) the London Fix (or
otherwise agreed ) price per troy ounce (the “Purchase Price.) Consignee shall pay the
Purchase Price within two Business Days of pricing the Material, in accordance with the
provisions of paragraph 6. above.
	 
	 	B.	 	From time to time during the duration of this Agreement Consignee, upon
notification to Consignor and consent of Consignee (which notification, if oral shall
be confirmed by email or facsimile) may return consigned Material to Consignor at the
Place of Return, provided Consignee pays to Consignor all Consignment Fees accrued to
the date of such return in respect of such consigned Material






	9.	 	TERMINATION:






	 	A.	 	Prior to the Termination Date, Consignee may elect one of the following by
written notice to Consignor received at least two (2) Business Days before the
Termination Date.






(i) Consignee shall purchase the consigned Material which has not been purchased or
returned (the “Remaining Material”), at the Purchase Price, determined as of two
Business Days prior to the Termination Date: or




(ii) Consignee shall return the Remaining Material to the Place of Return.




	 	B.	 	If the Consignee does not make one of the elections specified above, all
Remaining Material will be deemed purchased by the Consignee on the Termination Date.
The Purchase Price for the Remaining Material, will be calculated using the formula
described in paragraph 8.A. above, as of two Business Days prior to such Termination
Date.
	 
	 	C.	 	Consignee shall pay the Purchase Price, if any, and any outstanding Fees on the
Termination Date by deposit of immediately available funds to Consignor’s account, as
set forth in paragraph 6.






	10.	 	ASSIGNMENT:




Consignor may assign its rights to the Consignment Fee and/or its interest in and rights to the
return of or the purchase of and payment for the Material only with the prior written consent of
Consignee.





	11.	 	RISK




All risk of damage to or Loss of Material after delivery to Consignee shall be assumed by
Consignee.




 









 






	12.	 	ENTIRE AGREEMENT:




This Agreement incorporates the attached Appendix A — Consignment Agreement Terms and Conditions,
and constitutes the entire Agreement of the parties on the subject matter thereof. This Agreement
cancels and supersedes any prior agreements, offers, proposals and negotiations between the
parties.



To signify your agreement hereto, please sign indicated below and return to us a copy of this
letter together with a signed copy of Appendix A attached.




Sincerely yours,




MITSUI & CO PRECIOUS METALS INC.




By: /s/ R. Timothy Gardiner

Name: R. Timothy Gardiner

Title: President and COO




AGREED:




AMI Doduco Inc.




By: /s/ Drew A. Moyer

Authorized Signatory

Name: Drew A. Moyer

Title: Corporate Secretary

Date: 3/29/06




 









 





Appendix A




CONSIGNMENT AGREEMENT

TERMS AND CONDITIONS



The provisions of this Appendix are terms and conditions of the Agreement to which this Appendix is
attached.





	A.	 	Definitions. The following terms, when used in the Agreement, have the meanings stated:






	 	1.	 	“Agreement “ means the letter agreement for the consignment of silver between
the Consignor and the Consignee evidenced by the instrument to which this Appendix is
attached, when signed by the Consignor and the Consignee, and this Appendix, when
signed by the Consignee.
	 
	 	2.	 	“Assignee” means an entity to which the Consignor makes an assignment pursuant
to paragraph 10. of the Agreement.
	 
	 	3.	 	“Business Day” means any day except Saturday or Sunday on which banks in New York
City are open for business.
	 
	 	4.	 	“Consignee” means the entity designated as such in the Agreement.
	 
	 	5.	 	“Consignor” means Mitsui & Co. Precious Metals Inc., a New York corporation.
	 
	 	6.	 	“Fair Market Value” of the Material means an amount equal to the London Fix (or
otherwise agreed) price per troy ounce on the date of valuation multiplied by the
number of fine troy ounces of Material being valued.
	 
	 	7.	 	“Material” means the quantity of silver, palladium, rhodium or any other
material at any other location as mutually agreed underlying the Agreement, as
specified in paragraphs 1 and 2, of the Agreement.
	 
	 	8.	 	“Guarantor” means Technitrol Inc.






	B.	 	Representations, Warranties and Covenants of Consignee and Consignor. Consignee and
Consignor represents, warrants and covenants to each party as of the time of entering into
this Agreement and as of the time of entering into each consignment hereunder that:






	 	1.	 	it is duly formed, validly existing and in good standing under the laws or the
jurisdiction of its incorporation;
	 
	 	2.	 	it has the corporate power and authority to execute and deliver the Agreement
and to carry out all the provisions thereof;
	 
	 	3.	 	the person signing this Agreement is duly authorized and empowered to do so;
	 
	 	4.	 	it shall not create, incur, assume or suffer to exist any mortgage pledge,
lien, charge or encumbrance of any nature whatsoever on any Consigned Material
delivered hereunder other than the security interests granted to Consignor in paragraph
D herein;
	 
	 	5.	 	it shall notify Consignor promptly upon the occurrence of any loss, theft or
destruction of the Material hereunder;
	 
	 	6.	 	it shall advise Consignor promptly in writing upon the occurrence of any
default under this Agreement.





 









 






	C.	 	Consignment Fee. Consignee will pay Consignor the Consignment Fee, based on the
number of days the material is held on consignment, in arrears, as mutually agreed. Payment of
the Consignment Fee shall be in U.S.Dollars in immediately available funds to Consignor’s
Place of Payment, as specified in paragraph 6. of the Agreement, provided that in the event
Consignee shall receive a Notice of Assignment which specifies that Consignor’s rights to the
Consignment Fee have been assigned, Consignee shall pay the Consignment Fee to such place as
the Assignee specifies after such receipt, and shall have no further obligations to the
Consignor.
	 
	D.	 	Title to Material; Security Interest.






1. At all times from delivery of Material to Consignee under the Agreement until
Material is returned, or purchased and paid for by Consignee, title to Material shall be
in Consignor and at no time shall Consignee have, or have the ability to create in any
third party, any property interest in the Material. Consignee hereby authorizes
Consignor to take any and all steps necessary or appropriate to advise third parties
that the Material is the property of the Consignor. Consignee shall permit agents or
representatives of Consignor to inspect, at reasonable hours and upon reasonable advance
notice, the Material and Consignee’s books and records relating directly to ownership of
Material, and to make abstracts or reproductions or such books and records. Consignee
will arrange and maintain insurance coverage on the Silver and will deliver to Consignor
a copy of an insurance certificate issued by insurer.




2. Consignee agrees to sign such Financing Statements and Continuation Statements and
other documents, in such forms as reasonably requested by Consignor to evidence
Consignor’s ownership of Consigned Material.




	E.	 	Return or Purchase of Material. If and to the extent that Consignee elects or is
required to return Material as specified in paragraphs 8B and 9A of the Agreement, Consignee
shall return such Material to Consignor as specified in the Agreement, provided that in the
event this Agreement or Consignor’s rights to and interest in Consigned Material are properly
assigned hereunder, all Consigned Material then or thereafter to be returned to Consignor
under the Agreement shall be delivered to the account of the Assignee named in the Notice of
Assignment, at the address specified therein, unless Consignee is otherwise instructed in
writing by the Assignee, and Consignee shall have no further obligation to Consignor.
	 
	 	 	If and to the extent Consignee elects or is required to purchase Material as specified in
paragraphs 8A. and 9. of the Agreement, Consignee shall pay the Purchase Price to Consignor
by depositing two Business Days after such purchase the amount thereof in U.S. dollars in
immediately available funds to the Place of Payment specified in paragraph 6 of the
Agreement, provided that in the event this Agreement or Consignor’s rights to and interest
in Material are properly Assigned hereunder, Consignee shall pay such purchase price to the
Assignee named in the Notice or Assignment, as specified therein, unless Consignee is
otherwise instructed in writing by the Assignee, and Consignee shall have no further
obligation to Consignor.
	 
	F.	 	Time of Essence. Consignee and Consignor understand and agree that time is of the
essence in performing all of their obligations hereunder, including Consignee’s obligations to
return, or purchase and pay for, Consigned Material and to pay the Consignment Fee and
Consignor’s obligation to deliver material on time.
	 
	G.	 	Consideration. The parties mutually acknowledge that their agreement to this
transaction has
involved the exchange of goods and valuable consideration.
	 
	H.	 	Events-of-Default. The occurrence or any of the following events shall constitute an
“Event of
Default”:






	 	1.	 	Consignee’s failure to make any payment when due or to return any consigned
Material when due under this Agreement and such failure is not cured on or before the
third Business Day following receipt or notice of such failure from Consignor;





 









 






	 	2.	 	Consignee’s failure to perform any other material obligation under the Agreement or any
other
agreement between Consignor and Consignee and such failure is not cured within 30
days following receipt of notice of such notice from Consignor; or
	 
	 	3.	 	the commencement of any proceedings by or against Consignee under any law
relating
to bankruptcy, insolvency or the relief or debtors, if not stayed or dismissed
within 60 days, or the making of an assignment by Consignee for the benefit of
creditors under any law governing the relationships between debtors and creditors,
or the appointment of a trustee, conservator, liquidator or similar officer for
Consignee on any or all or its property.






	I.	 	Liability Upon an Event of Default. If at any time an Event of Default has occurred
and is then continuing, Consignor shall have the right to terminate this Agreement, except
that if an Event of Default under paragraph H.3. herein should occur, the Agreement shall be
deemed to have been terminated prior to such date. Once the Agreement is terminated, the
parties’ obligations to make payments or perform with respect to this Agreement shall cease,
except for the obligations set forth herein.






	 	1.	 	On the date of such termination, Consignee shall be obligated to Consignor in
an amount equal to:






(a) Subject to paragraph 2. below, the Fair Market Value of an amount of Material
equal to the quantity of Material previously delivered by Consignor under the
Agreement and not yet purchased or returned, if any (the “Remaining Material”),
whether or not then due, on the day on which Consignor declares Consignee to be in
default or as soon thereafter as is reasonably practicable; and




(b) any unpaid amounts which had already accrued but had not yet been paid under the
Agreement; and




(c) any costs of enforcing this agreement, including legal fees, incurred by
Consignor, as a result of an Event of Default.




	 	2.	 	Consignee may, in lieu of making the payment in connection with subsection 1.a.
herein, return to Consignor the Remaining Material at the Place of Return within one
Business Day after Consignor declares an Event of Default to have occurred, together
with payment to Consignee for Consignment Fees accrued in respect of Remaining Material
to the date of return.
	 
	 	3.	 	Consignor’s rights under this Section I., and otherwise provided in this
Agreement, shall be Consignor’s sole rights upon an Event of Default, (whether by
agreement, operation or law, in equity of otherwise). In no event shall Consignee be
liable to Consignor for any special, consequential, indirect or punative damages,
including lost profits.






	J.	 	Governing Law, Submission to Jurisdiction. The Agreement shall in all respects be
governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania
applicable to contracts made and to be performed within the Commonwealth of Pennsylvania. The
parties hereto consent to the jurisdiction and venue of the courts of the Commonwealth of
Pennsylvania or the courts of the United States sitting in the Commonwealth of Pennsylvania in
connection with any controversy or dispute arising out of or related to this Agreement.
	 
	K.	 	Reimbursement of Taxes, Etc. Consignee shall promptly reimburse Consignor for all
taxes (except taxes on Consignor’s income), levies, imposts, duties, charges, costs and fees
incurred in connection with delivery of Material to Consignee and shall indemnify Consignor
against any and all such liabilities. If Consignee shall be required to withhold any taxes or
similar charges from any Fee, Purchase Price, interest on any Purchase Price or other amount
payable hereunder, Consignee shall pay Consignor such amount so that after any and all such
withholding or deduction Consignor shall receive the amount or such payment herein provided
for,




 









 






	 	 	had no such withholding or deduction been required. Consignee may present Consignor evidence
of an exemption for such withholding or deduction and Consignor shall not withhold or deduct
and such amounts.






	L.	 	Amendments; No Waiver. The Agreement shall not be amended, or in any way modified,
except by a writing signed by the parties hereto and any Assignee. No waiver of any provision
of the Agreement may be implied from any course of dealing by either party or any Assignee or
from any failure by either party or any Assignee to assert its rights on any occasion or
series of occasions.
	 
	M.	 	Notices. All notices under the Agreement shall be given by certified or registered
mail or courier,
postage prepaid, or by email or telecopy with confirmation to the respective parties hereto
at the address of such party specified on the first page of the Agreement or at such other
address as either party shall designate for itself by written notice to the other party
hereto. All notices shall be sent to the attention of:
	 
	 	 	in the case of the Consignor, Mr R. Timothy Gardiner

and in the case or the Consignee, Mr Raymond Matsey
	 
	 	 	All notices to a party hereunder shall he deemed received when delivered at the address for
such party specified above during normal business hours. Normal business hours shall be from
9:00 a.m. to 5:00 p.m., New York time, on any Business Day.
	 
	N.	 	Consignor Has No Responsibility for Recommendations: Consignee represents that it did
not enter into the Agreement, and agrees that it shall not hold Consignor responsible for
losses sustained by Consignee, as a result or any prediction or recommendation made by any
representative of Consignor.
	 
	O.	 	Force Majeure: Each party’s performance of its obligations hereunder is subject to
suspension by reason of events of Force Majeure, which shall include strikes, boycotts, fires,
floods, other natural disasters, wars, interruptions in transportation, requirements or
regulations of governmental agencies, and all other disabling causes without regard to the
foregoing enumeration beyond control of the party. Affected party’s obligations shall be
suspended so long as any such cause prevents or delays its performance. In the event of any
occurrence interrupting or reducing the operations of mines or plants where items covered
hereby are produced or processed or any other occurrence beyond Consignor’s reasonable control
affecting Consignor’s ability to perform hereunder, delivery may, at Consignor’s option, be
deferred so long as the condition prevents or delays performance, provided Consignee shall
have the right to terminate any outstanding orders upon notice of the Force Majeure. After
termination of any such contingency, Consignee may accept delivery in the regular course, but
shall have no obligation to accept delivery, and Consignor shall not be liable for any delay.
In the event of suspension, interruption or termination of delivery by Consignor for a period
in excess of thirty (30) days, then Consignee may terminate this Agreement upon five (5) days’
written notice, and upon termination Consignee shall have no further liability or obligation
hereunder except for any payments of obligations due up to such date of termination.
	 
	P.	 	Late Payment: Any sum by Consignee if not paid when due shall bear interest,
compounded daily, from its due date until the actual date of payment at a rate equal to
Citibank N.A.’s publicly announced prime rate per annum, plus 0.75% per annum, from time in
time in effect during the period (but not more than the highest amount at the time permitted
by law).
	 
	Q.	 	Severability: In the event any provision or the Agreement shall be held invalid or
unenforceable
by a court or competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provisions hereof.





AGREED:




AMI Doduco Inc.




By: /s/ Drew A. Moyer

Authorized Signatory




Name: Drew A. Moyer

Title: Corporate Secretary

Date: 3/29/06