Exhibit 10.18

EXECUTION COPY


THE
BANK OF NOVA SCOTIA

One Liberty Plaza, 25th Floor

New York, New York 10006


	
 

	
 


	
 

	
March 19, 2009





AMI Doduco, Inc.

Murray Corporate Park

1003 Corporate Drive

Export, PA 15362


AMI Doduco Espana, S.L.

Calle Manises 1

Pozuelo de Alarcón

28224

Madrid, Spain


AMI Doduco GmbH

Im Altgefall 12

75181 Pforzheim

Germany


AMI
Doduco (Mexico) S. de R.L. de C.V.

22, 23 and 24 of calle de
Proton,

Colonia Parque Industrial Naucalpan, 

C.P. 53489

Mexico


	
 

	
 

	
 


	
 

	
Re:

	
Amended and Restated Fee Consignment and/or Purchase
 of Silver 

 Agreement, dated as of August 4, 2006, as amended





          Reference
is made to the Amended and Restated Fee Consignment and/or Purchase of Silver
Agreement dated August 4, 2006, as amended (the “Consignment Agreement”),
among The Bank of Nova Scotia (“Scotiabank”), AMI Doduco, Inc., AMI
Doduco Espana, S.L. and AMI Doduco GmbH (collectively, the “Consignees”).
The obligations of the Consignees under the Consignment Agreement are
guaranteed pursuant to that Guarantee dated September 8, 2006 (the “Guarantee”),
by Technitrol, Inc. (“Technitrol”, and together with the Consignees, the
“Borrower Parties”). Any term used herein and not otherwise defined
shall have the meaning ascribed to it in the Consignment Agreement (as amended
hereby).


          WHEREAS,
the Borrower Parties, together with certain of their affiliates, are entering
into the Credit Agreement, as amended and restated as of the date hereof (the “Credit








Agreement”),
among JPMorgan Chase Bank, N.A., and the lenders party thereto, providing for
the grant of security, among other things; and


          WHEREAS,
in connection with the Credit Agreement, Scotiabank has agreed to amend the
Original Agreement subject to the terms and conditions set forth herein (this “Amendment”).


          NOW,
THEREFORE, in consideration of the foregoing and for other consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:


          I.          AMENDMENTS


          A.          As
used in the Consignment Agreement and the Guarantee, the defined term “Consignees”
shall in every instance include AMI Doduco México S. de R.L. de C.V.


          B.          Paragraph
1 of the Consignment Agreement is hereby amended and restated in its entirety
as follows:


	
 

	
 


	
 

	
1.          Availability.
 Precious Metals delivered and held on consignment hereunder from time to time
 by the Consignees shall not at any time exceed the lesser of: (i) Nine
 Million (9,000,000) troy ounces of silver; provided, however, that
 commencing August 31, 2009, such amount shall be Seven Million (7,000,000)
 troy ounces of silver; and (ii) One Hundred Sixty-Five Million U.S. Dollars
 ($165,000,000 U.S.) (such $165,000,000 U.S. being the “Maximum Dollar Limit”).








	
 

	
 


	
          C.          Paragraph
 9 of the Consignment Agreement is hereby amended by adding a sentence to end
 thereof as follows:


	
 


	
 

	
“Prior to purchase
 thereof from Scotiabank, each Consignee (i) will maintain possession of the
 silver delivered to it by Scotiabank in the country where so delivered, and
 (ii) may not transfer possession or control to any other Consignee or Person
 without prior consent of Scotiabank.”


	
 

	
 


	
          D.          The
 last paragraph of Paragraph 12 of the Consignment Agreement is hereby amended
 and restated as follows:


	
 


	
 

	
“(a) Any and all
 silver, gold, platinum, palladium and rhodium in all forms and of every kind,
 nature and description consigned or to be consigned by The Bank of Nova
 Scotia to [debtor], whether in raw form, embedded into finished goods or
 commingled with other goods (the “Metals”), together with all proceeds
 thereof (other than proceeds of any goods containing such Metals, which
 proceeds are covered by clause (b) below), and (b) accounts arising from the
 sale of any goods containing any such Metals, but only to the extent any such
 accounts are attributable to the value of the Metals embedded in such goods.”


	
 

	
 


	
          E.          Paragraph
 17 of the Consignment Agreement is hereby amended by adding subparagraph (l)
 as follows:





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(l)          the
 occurrence of any breach by the Administrative Agent or the Lenders (as
 defined in the Credit Agreement) under that certain letter agreement made by
 JPMorgan Chase Bank N.A. in favor of Scotiabank, dated as of February 19,
 2009, acknowledging Scotiabank’s priority in the Precious Metal;


	
 

	
 


	
 

	
II.          CONDITIONS
 PRECEDENT


	
 

	
 


	
          Notwithstanding
 anything herein to the contrary, Section I of this Amendment shall become
 effective only upon satisfaction of each of the following conditions:


	
 

	
 


	
          A.          Borrower
 Parties shall have delivered to Agent a fully executed original of this
 Amendment.


	
 

	
 


	
          B.          JPMorgan
 Chase Bank N.A. as administrative agent under the Credit Agreement shall have
 executed and delivered to Scotiabank the letter agreement acknowledging Scotiabank’s
 priority in the Precious Metal, in the form attached hereto as Exhibit A.


	
 

	
 


	
          C.          The
 representations and warranties in Article IV hereof shall be true and correct
 as of the date hereof.


	
 

	
 


	
 

	
III.         COVENANTS


	
 

	
 


	
          A.          Borrower
 Parties shall use reasonable efforts to cause all of its other consignors of
 precious, semi-precious or other metals to enter into intercreditor
 arrangements with Scotiabank on terms and conditions satisfactory to it in all
 respects no later than 30 days after the date of this Amendment.


	
 

	
 


	
          B.          Borrower
 Parties shall have taken all steps deemed by Scotiabank necessary and
 desirable to perfect Scotiabank’s security interest in the Precious Metal
 consigned to AMI Doduco (México) S.
 de R.L. de C.V. no later than 30 days after the date of this
 Amendment.


	
 

	
 


	

          IV.         REPRESENTATIONS
AND WARRANTIES 


	
 

	
 


	
          Each
 Borrower Party hereby represents and warrants to Scotiabank as of the date
 hereof as follows:





          A.          The
execution, delivery and performance by each such Person of this Amendment and
the transactions contemplated hereby (a) are within such Person’s corporate or
company power; (b) have been duly authorized by all corporate or other
necessary action; (c) are not in contravention of any provision of such Person’s
certificate of incorporation, bylaws or other documents of organization; (d) do
not violate any law or regulation, or any order or decree of any governmental body;
(e) do not conflict with or result in the breach or termination of, constitute
a default under or accelerate any performance required by, any indenture,
mortgage, deed of trust, lease, agreement or other instrument to which such
Person is a party or by which such Person or any of its respective property is
bound; (f) do not result in the creation or imposition of any lien upon such
Person’s property; and (g) do not require the consent or approval of any governmental
body or any other Person.


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          B.         This
Amendment has been duly executed and delivered by each Borrower Party and
constitutes the legal, valid and binding obligation of each such Person,
enforceable in accordance with its terms except as the enforceability hereof
may be limited by bankruptcy, insolvency, reorganization, moratorium and other
laws affecting creditors’ rights and remedies in general.


          C.          Each
representation and warranty of each Borrower Party contained in the Consignment
Agreement is true and correct on the date hereof and will be true and correct
on the date hereof in all material respects (except to the extent such
representation or warranty expressly relates to an earlier date, in which case
such representation and warranty is true and correct in all material respects
on and as of such earlier date).


          D.          Immediately
prior to and after giving effect to the transactions contemplated by this
Amendment, no Event of Default has occurred and is continuing under the Consignment
Agreement.


          VI.         TECHNITROL’S
CONSENT 


          Technitrol hereby
consents to this Amendment and the transactions contemplated hereby and hereby
restates, ratifies and confirms its guaranty of the prompt payment of the obligations
of the Borrower Parties pursuant to the Guarantee, in all respects, after
giving effect to the amendment set forth herein and the consummation of the
transactions contemplated hereby. Although Technitrol has been informed of the
matters set forth herein and has acknowledged and consented to the same, Technitrol
understands and agrees that Scotiabank has no obligation to inform Technitrol
of such matters in the future or to seek Technitrol’s acknowledgment, consent
or agreement to future amendments, consents or waivers, and nothing herein
shall create such duty.


          VII.       MISCELLANEOUS


          A.          Each
Borrower Party acknowledges and confirms to Scotiabank that the Consignment Agreement
shall remain in full force and effect and, after giving effect to this
Amendment, each Borrower Party hereby ratifies and affirms the Consignment
Agreement as amended hereby.


          B.          Each
Borrower Party acknowledges and reaffirms to Scotiabank that (i) the liens
granted to Agent for the benefit of Scotiabank under the Consignment Agreement
remain in full force and effect and shall continue to secure the obligations of
Borrower Parties arising under the Consignment Agreement, as hereby amended,
and (ii) the validity, perfection or priority of the liens in favor of Scotiabank
will not be impaired by the execution and delivery of this Amendment.


          C.          Each
Borrower Party acknowledges and agrees that Scotiabank shall not have waived or
shall be deemed to have waived any of its rights or remedies under the Consignment
Agreement which document shall remain in full force and effect in accordance
with their terms.


          D.          In
consideration of, and contemporaneous with, the amendments contained in Article
I hereof, Borrowers shall be jointly and severally responsible for the prompt
payment of 


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and, upon demand, shall
promptly reimburse Scotiabank for all of its out-of-pocket costs and expenses
related to the preparation, negotiation, execution and enforcement of this
Amendment (including, without limitation, the reasonable fees and disbursements
of legal counsel).


          F.          This
Amendment may be executed in any number of counterparts, including by telecopy,
and by the various parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument.


          G.          THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE
PARTIES HERETO.


[Signature page follows]


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          IN WITNESS WHEREOF, each of the parties hereto, by
their officers duly authorized, has executed this Amendment as of the date
first above written.


	
 

	
 

	
 

	
 


	
 

	
AMI DODUCO, INC.


	
 

	
 

	
 


	
 

	
       By:

	
/s/ Drew A. Moyer

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Drew A. Moyer


	
 

	
 

	
Title: President


	
 

	
 


	
 

	
AMI DODUCO ESPANA, S.L.


	
 

	
 


	
 

	
       By:

	
/s/ Drew A. Moyer

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Drew A. Moyer


	
 

	
 

	
Title: President


	
 

	
 

	
 


	
 

	
AMI DODUCO GMBH


	
 

	
 


	
 

	
       By:

	
/s/ Drew A. Moyer

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Drew A. Moyer


	
 

	
 

	
Title: Director


	
 

	
 

	
 


	
 

	
AMI DODUCO (MÉXICO) S. DE R.L. DE C.V.


	
 

	
 


	
 

	
       By:

	
/s/ Drew A. Moyer

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Drew A. Moyer


	
 

	
 

	
Title: Director





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TECHNITROL, INC.


	
 

	
 

	
 

	
 


	
 

	
         By:

	
/s/ Drew A. Moyer

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Drew A. Moyer


	
 

	
 

	
Title: CFO / Senior Vice President








	
 

	
 

	
 

	
 


	
 

	
THE BANK OF NOVA SCOTIA


	
 

	
 

	
 


	
 

	
 

	
/s/ THE BANK OF NOVA SCOTIA

	
 


	
 

	
 

	 

	
 





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