Filed by Bowne Pure Compliance





Exhibit 10.6




EXECUTION COPY




AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT




This Amendment No. 1 to Stock Purchase Agreement (the “Amendment”) is effective as of
October 1, 2008, by and among Woodward Governor Company, a Delaware corporation (the
“Buyer”), MPC Products Corporation, an Illinois corporation (“MPC”), Techni-Core,
Inc., a Delaware corporation (“Techni-Core”), The Successor Trustees of the Joseph M.
Roberti Revocable Trust dated December 29, 1992 (the “Joseph M. Roberti Trust”), Maribeth
Gentry, as Successor Trustee of the Vincent V. Roberti Revocable Trust dated April 4, 1991
(together with the Joseph M. Roberti Trust, the “Techni-Core Shareholders”) and the
individuals and entities listed on Schedule I thereto (as amended by this Amendment) (the
“Other MPC Shareholders” and together with Techni-Core and the Techni-Core Shareholders,
the “MPC Shareholders”).



PRELIMINARY STATEMENTS




A. The Buyer, MPC and the MPC Shareholders (collectively, the “Parties”) entered into
that certain Stock Purchase Agreement dated August 19, 2008 (the “SPA”). Capitalized terms
not otherwise defined herein have the meanings ascribed to them in the SPA.



B. The Parties desire to amend the SPA.



AGREEMENT




The parties, intending to be legally bound, agree as follows:




	 	1.	 	Amendment to SPA.







	 	(a)	 	The following sentence is added after the last sentence in the
definition of the term “Indebtedness” in Section 1.2 of the
SPA:







“Solely for purposes of calculating Estimated Indebtedness, Final
Indebtedness, Estimated Net Working Capital and Final Net Working
Capital, (i) Indebtedness shall not include the amount of Cash
required to secure Irrevocable Standby Letter of Credit No.
HACH114321OS, issued by Harris N.A., dated November 8, 2005, in the
amount of $50,000.00, and Irrevocable Standby Letter of Credit No.
HACH127280OS, issued by Harris N.A., dated April 29, 2008, in the
amount of $660,967.00, and (ii) Indebtedness shall include the value
of those payables that would have otherwise been paid in the Ordinary
Course of Business prior to Closing but for the steps taken by the
Companies to fix the outstanding amount under the Companies’ line of
credit with Harris Bank N.A. to accommodate the closing of the
Contemplated Transactions (such payables described in this clause
(ii) are defined as the “Subject Payables”).”




	 	(b)	 	The following definition is added immediately after the
definition of “Straddle Period Tax Matter” in Section 1.2 of
the SPA:







“‘Subject Payables’ is defined in the definition of
Indebtedness.”


 


 









 






	 	(c)	 	The definition of the term “Target Net Working Capital”
in Section 1.2 of the SPA is deleted in its entirety and replaced with
the following “‘Target Net Working Capital’ means $87,404,000.”

	 
	 	(d)	 	Section 2.4(a)(viii) of the SPA is amended to replace
the phrase “certificates of MPC, Techni-Core and the Non-Natural Persons
certifying” with the phrase “certificates of MPC and Techni-Core certifying”.

	 
	 	(e)	 	Section 2.5(b) of the SPA is amended to add the
following at the end of the second sentence, immediately before the final
period: “and in accordance with GAAP as applied consistently with and
reflected in the Companies’ December 31, 2007 Financial Statements and further
adjusted as set forth on Schedule 2.5”.

	 
	 	(f)	 	The following is added after the second sentence of Section
2.5(b) of the SPA, as amended above: “In the event the difference between
(i) the Final Net Working Capital as calculated pursuant to this Section
2.5 is less than (ii) $85,404,000, then the Final Net Working Capital will
be increased by the lesser of (x) 50% of such difference or (y) $625,000.”

	 
	 	(g)	 	The second sentence of Section 2.5(c)(ii) of the SPA is
amended to replace the word “service” with the word “serving.”

	 
	 	(h)	 	The penultimate sentence of Section 2.5(c)(ii) of the
SPA is amended to add the following immediately before the first parenthetical:
“and in accordance with GAAP as applied consistently with and reflected in the
Companies’ December 31, 2007 Financial Statements and further adjusted as set
forth on Schedule 2.5”.

	 
	 	(i)	 	Schedule 2.5 of the SPA is amended by replacing the
line item reference to Target Net Working Capital of $88,760,000 with the line
item reference to Target Net Working Capital of $87,404,000.

	 
	 	(j)	 	The following sentence is added to the end of the first
paragraph of Schedule 2.5:







“For the avoidance of doubt, (i) accrual for earned but unused
employee vacation time for fiscal year 2008 is included in the
calculation of Estimated Net Working Capital and shall be included in
the calculation of Final Net Working Capital and (ii) the Subject
Payables are excluded from the calculation of Estimated Net Working
Capital and shall be excluded from the calculation of Final Net
Working Capital.”




	 	(k)	 	The parenthetical “(A)”, but none of the text following such
parenthetical, is deleted from the second sentence of Section 3.5(a) of
the SPA.







	 	(l)	 	The following is added after the first sentence of Section
3.14(c) of the SPA:







“Notwithstanding anything to the contrary contained herein, the
failure of the Sellers to obtain the Consent (with respect to the
Contemplated Transactions) of any party to an Applicable Contract
with a value of less than $1,000,000 per annum shall not be deemed a
breach of this Section 3.14(c).”


 












 






	 	(m)	 	The following is added as a new Section 3.14(e) of the
SPA following the end of Section 3.14(d):







“(e) The aggregate Liability of the Companies pursuant to the
contract listed on Schedule 3.14(e) shall not exceed $500,000
with respect to any Contract entered into by any Company which was
negotiated in any part prior to the Closing Date.”




	 	(n)	 	The attached Schedule 3.14(e) is added to the Sellers’
Disclosure Schedules, effective as of the date of the SPA.

	 
	 	(o)	 	Section 9.4(c) of the SPA is amended to add “Other than
with respect to a claim involving fraud by any of the Sellers,” at the
beginning of the sentence prior to the phrase “Buyer will not.”

	 
	 	(p)	 	The entire text of Section 9.4 of the SPA, including
the amendment described in paragraph (o) above, is moved in its entirety to
create a new Section 7.5 of the SPA, and existing Section 9.4
of the SPA is deleted in its entirety.

	 
	 	(q)	 	Section 10.2(d) of the SPA is amended to replace the
phrase “or 5.6 then,” with the phrase “or 5.6), then”.

	 
	 	(r)	 	Section 11.1(a) of the SPA is amended to add the word
“any” after the word “to” and before the phrase “Buyer Tax Act”.

	 
	 	(s)	 	The proviso immediately following Section 11.1(b)(iii)
of the SPA is entirely deleted and replaced with the following text:







“provided, however, that the Sellers will not be liable for or pay,
nor shall they have any obligation to indemnify or hold harmless the
Buyer Indemnities from and against any Tax Liability to the extent
(i) such Tax Liability is reflected as a Liability or reserve for Tax
Liabilities in the Final Net Working Capital, (ii) resulted directly
or indirectly from a breach of Section 7.1(n)(ii) by any
Buyer Indemnitee, or (iii) such Tax Liability is attributable to any
Buyer Tax Act.”




	 	(t)	 	The word “and” is stricken after the semi-colon in Section
11.1(d) of the SPA.

	 
	 	(u)	 	The following is inserted in the SPA as Section 11.1(e)
immediately after Section 11.1(d):







	 	 	 	“(e) Any Selling Expenses that were not included in the Final Selling
Expenses; and”







	 	(v)	 	Current Section 11.1(e) of the SPA is moved in its
entirety to become Section 11.1(f) and the parenthetical “(d)”
is replaced with the parenthetical “(e)”.

	 
	 	(w)	 	Clause (i) of the proviso of Section 11.3(a) of the SPA
is amended to replace the phrase “ninety days after the expiration of the
applicable statute of limitations” with the phrase “thirty-six months after the
Closing Date”.





 












 











	 	(x)	 	Section 11.3(f) of the SPA is amended to replace the
phrase “covenant, representation, warranty, covenant or agreement set forth in
Articles 3 and 4 of this Agreement” with the phrase
“representation, warranty, covenant or agreement under this Agreement”.







	 	(y)	 	Schedule I to the SPA is amended to add “Joseph A. Roberti” before “Lisa Downs”.






2. Effect on the SPA. On and after the date hereof, each reference in the SPA to “this
Agreement”, “herein,” “hereof,” “hereunder” or words of similar import shall mean and be a
reference to the SPA as amended hereby.



3. Incorporation of SPA Provisions. The following sections of the SPA are
incorporated by reference and made a part of this Amendment as if fully set forth herein:
Section 13.1 (Notices), Section 13.6 (Severability), Section 13.7
(Assignments, Successors and No Third Party Rights), Section 13.8 (Enforcement of
Agreement), Section 13.9 (Waiver), Section 13.10 (Governing Law; Jurisdiction;
Service of Process) and Section 13.11 (Counterparts).



4. Ratification of the SPA. The SPA, as amended by this Amendment, is hereby ratified
and confirmed in all respects and will remain in full force and effect.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 












 




The parties have executed and delivered this Amendment on the date indicated in the first
sentence of this Amendment.



	 	 	 	 	 	 	 	 	 
	WOODWARD GOVERNOR COMPANY	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ A. Christopher Fawzy	 	 	 	 	 	 
	 

	 	 

Name: A. Christopher Fawzy
	 	 	 	 	 	 
	 

	 	Title: Vice President, General Counsel and	 	 	 	 	 	 
	 

	 	          Corporate Secretary	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	MPC PRODUCTS CORPORATION	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kenneth Lowe	 	 	 	 	 	 
	 

	 	 

Name: Kenneth Lowe
	 	 	 	 	 	 
	 

	 	Title: Vice President	 	 	 	 	 	 
	 

	 	          Chief Financial Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TECHNI-CORE, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joan H. Roberti	 	 	 	 	 	 
	 

	 	 

Name: Joan H. Roberti
	 	 	 	 	 	 
	 

	 	Title: President	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SELLERS:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	THE SUCCESSOR TRUSTEES OF THE JOSEPH M. ROBERTI
REVOCABLE TRUST DATED DECEMBER 29, 1992	 	 	 	MARIBETH R. GENTRY, AS SUCCESSOR
TRUSTEE OF THE VINCENT V. ROBERTI
REVOCABLE TRUST DATED APRIL 4, 1991
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joan H. Roberti
	 	 	 	By:
	 	/s/ Maribeth R. Gentry
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Joan H. Roberti
	 	 	 	 	 	Name: Maribeth R. Gentry
	 

	 	Title: Successor Co-Trustee
	 	 	 	 	 	Title: Successor Trustee






 












 





	 	 	 	 	 	 	 	 	 
	LISA DOWNS AND GREG DOWNS,
 TRUSTEES OF THE
ROBERTI-DOWNS 
CHARITABLE REMAINDER TRUST	 	 	 	KATHY ROBERTI-KIEPURA, AS TRUSTEE OF

THE KATHY ROBERTI-KIEPURA ANNUITY TRUST

FBO MATTHEW ROBERTI KIEPURA
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Lisa Downs
	 	 	 	By:
	 	/s/ Kathy Roberti-Kiepura
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Lisa Downs
	 	 	 	 	 	Name: Kathy Roberti-Kiepura
	 

	 	Title: Trustee
	 	 	 	 	 	Title: Trustee
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Greg Downs	 	 	 	 	 	 
	 

	 	 

Name: Greg Downs
	 	 	 	 	 	 
	 

	 	Title: Trustee	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	KATHY ROBERTI-KIEPURA, AS TRUSTEE 
OF THE KATHY
ROBERTI-KIEPURA ANNUITY 
TRUST FBO LAURA ROBERTI
KIEPURA	 	 	 	MARIBETH ROBERTI GENTRY, AS TRUSTEE OF

THE MARIBETH ROBERTI GENTRY REVOCABLE

TRUST DATED AUGUST 7, 2001
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Kathy Roberti-Kiepura
	 	 	 	By:
	 	/s/ Maribeth Roberti Gentry
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Kathy Roberti-Kiepura
	 	 	 	 	 	Name: Maribeth Roberti Gentry
	 

	 	Title: Trustee
	 	 	 	 	 	Title: Trustee
	 
	 	 	 	 	 	 	 	 
	MARIBETH R. GENTRY, TRUSTEE OF THE 
MARIBETH R.
GENTRY GRANTOR 

RETAINED ANNUITY TRUST	 	 	 	RENEE R. LEGAULT, TRUSTEE OF THE 

RENEE
R. LEGAULT GRANTOR 

RETAINED ANNUITY
TRUST
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Maribeth R. Gentry
	 	 	 	By:
	 	/s/ Renee R. Legault
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Maribeth R. Gentry
	 	 	 	 	 	Name: Renee R. Legault
	 

	 	Title: Trustee
	 	 	 	 	 	Title: Trustee
	 
	 	 	 	 	 	 	 	 
	ROSE R. BASILE, AS TRUSTEE OF THE 

RALPH T.
BASILE TESTAMENTARY CREDIT 
SHELTER TRUST U/W
DATED JULY 9, 2002	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Rose R. Basile	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name: Rose R. Basile	 	 	 	 	 	 
	 

	 	Title: Trustee	 	 	 	 	 	 






 












 





	 	 	 	 	 
	/s/ Joseph A. Roberti

	 	 	 	/s/ Lisa Downs
	 

	 	 	 	 
	Joseph A. Roberti

	 	 	 	Lisa Downs
	 
	 	 	 	 
	/s/ Lynne Rittiner

	 	 	 	/s/ Rene Rittiner
	 

	 	 	 	 
	Lynne Rittiner

	 	 	 	Rene Rittiner
	 
	 	 	 	 
	/s/ Kathy Roberti-Kiepura

	 	 	 	/s/ Donna Schroeder
	 

	 	 	 	 
	Kathy Roberti-Kiepura

	 	 	 	Donna Schroeder
	 
	 	 	 	 
	/s/ Renee Legault

	 	 	 	/s/ Anne Conklin
	 

	 	 	 	 
	Renee Legault

	 	 	 	Anne Conklin
	 
	 	 	 	 
	/s/ Rose Basile

	 	 	 	/s/ Michael Roberti
	 

	 	 	 	 
	Rose Basile

	 	 	 	Michael Roberti
	 
	 	 	 	 
	/s/ Dorothy Roberti

	 	 	 	/s/ Dominick Roberti
	 

	 	 	 	 
	Dorothy Roberti

	 	 	 	Dominick Roberti
	 
	 	 	 	 
	/s/ Jacqueline Roberti

	 	 	 	/s/ David Nemchick _
	 

	 	 	 	 
	Jacqueline Roberti

	 	 	 	David Nemchick
	 
	 	 	 	 
	/s/ Lillian Nemchick

	 	 	 	/s/ Arlene Gail Campbell
	 

	 	 	 	 
	Lillian Nemchick

	 	 	 	Arlene Gail Campbell







 















 







Schedule 3.14(e)




[Intentionally Removed]