AMENDMENT
OF FEE CONSIGNMENT


May 8, 2008


AMI Doduco, Inc.

Murray Corporate Park

1003 Corporate Drive

Export, PA 15362


AMI Doduco Espana, S.L.

Manises, Nr. 1

28224 Pozuelo de Alarcon (Madrid)

SPAIN


AMI Doduco GmbH

Im Altgefall 12

75181 Pforzheim

GERMANY


	
 

	
 


	
Re:

	
Amendment of Amended and Restated Fee Consignment and/or Purchase of Silver Agreement





Ladies and Gentlemen:


Reference is made to that certain Amended and Restated
Fee Consignment and/or Purchase of Silver Agreement dated August 4, 2006, as
amended (as amended, the “Consignment Agreement”), by and among AMI Doduco,
Inc. (“AMI”), AMI Doduco Espana, S.L. (“AMI Spain”), and AMI Doduco
GmbH (“AMI Germany” and, collectively with AMI and AMI Spain, “Consignees”) and
The Bank of Nova Scotia (“Scotiabank”).


The obligations of Consignees under the Consignment
Agreement are secured by that certain Guarantee (the “Guarantee”) dated
September 8, 2006 executed by Technitrol, Inc. (“Technitrol”) in favor of
Scotiabank.


Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Consignment Agreement.







May 8, 2008
Page 2


Each of Scotiabank and Consignees hereby agrees, as of
the date hereof, as follows:


	
 

	
 


	
          1.         The
 third paragraph of the Consignment Agreement (immediately prior to the
 definition of “Dollar Value”) is amended hereby in its entirety to read as
 follows:


	
 

	
 


	
 

	
Accordingly, Scotiabank is pleased to confirm that,
 subject to your acceptance, it is prepared to deliver, on an uncommitted
 basis, from time to time, silver, gold, platinum, palladium and rhodium
 (collectively, “Precious Metal”) upon consignment (the “Consignment(s)”) to
 AMI, AMI Espana and AMI GmBH (each a “Consignee”, AMI Espana and AMI GmBH,
 jointly, the “European Consignees”, and collectively the “Consignees” and
 together with Scotiabank, the “Parties”) subject to availability and to the
 terms and conditions outlined herein and further subject to Scotiabank’s
 absolute discretion not to deliver Precious Metal if it so decides.


	
 

	
 


	
          2.         Except
 as otherwise herein specifically provided, the word “silver”, wherever it
 appears in the Consignment Agreement, is amended hereby to read “Precious
 Metal.” All conforming changes reasonably required by the foregoing amendment
 shall be deemed to have been made.


	
 

	
 


	
          3.         The
 definition of “Dollar Value” immediately preceding Paragraph 1 of the
 Consignment Agreement is amended hereby in its entirety to read as follows:


	
 

	
 


	
 

	
“Dollar Value” with respect to Precious Metal shall
 mean, on the day of determination, the value in U.S. dollars of one troy
 ounce of silver, gold, platinum, palladium or rhodium, as the case may be,
 determined by: (a) with respect to silver, the daily Handy & Harman
 (“H&H”) Noon Price in the case of AMI and the London Fixing Price with
 respect to the European Consignees; (b) with respect to each of gold,
 platinum and palladium, the daily London Afternoon Fixing Price for such
 metal; and (c) with
 respect to rhodium, a price based on an index determined by Scotiabank at the
 time of the making of any particular consignment (“Rhodium Index Price”); in
 each case, on such day times the number of ounces of silver, gold,
 platinum, palladium or rhodium, as applicable, in respect of which the Dollar
 Value is being determined. In the event that there is no H&H Noon Price
 or London Fixing Price for silver, London Afternoon Fixing Price for gold,
 platinum or palladium or Rhodium Index Price on a 













May 8, 2008

Page 3


	
 

	
 


	
 

	
particular day, the last established H&H Noon
 Price or London Fixing Price for silver, London Afternoon Fixing Price for
 gold, platinum or palladium or Rhodium Index Price, as applicable, shall
 apply.


	
 

	
 


	
          4.         Paragraph
 1 of the Consignment Agreement is amended hereby in its entirety to read as
 follows:


	
 

	
 


	
 

	
1.          Availability.
 Precious Metal delivered and held on consignment hereunder from time to time
 by the Consignees shall not at any time have an aggregate Dollar Value that
 exceeds the lesser of: (i) the Dollar Value of Nine Million (9,000,000)
 troy ounces of silver; and (ii) Two Hundred Seven Million U.S. Dollars
 ($207,000,000 U.S.) (such $207,000,000 U.S. being the “Maximum Dollar
 Limit”).


	
 


	
          5.         Paragraph
 2 of the Consignment Agreement is amended hereby in its entirety to read as
 follows:


	
 


	
 

	
2.          Restoration
 of Maximum Dollar Limit. If at any time the Dollar Value of Precious
 Metal held on consignment hereunder by the Consignees should exceed the
 Maximum Dollar Limit, then Scotiabank may at its option, by telex or
 telecopied notice to the Consignees, require that by the end of the Business
 Day immediately following the day upon which such telex or telecopied notice
 is given, the Consignees either:


	
 

	
 


	
 

	
(i)          Re-deliver
 to Scotiabank a portion of the Precious Metal held on Consignment hereunder sufficient
 to reduce the Dollar Value of the Precious Metal continued to be held on
 consignment hereunder to an amount no greater than the Maximum Dollar Limit;
 or 


	
 

	
 


	
 

	
(ii)          Purchase
 from Scotiabank, at the applicable price used to determine the Dollar Value
 hereunder, plus any applicable premium (as provided in Paragraph 14
 hereof), a quantity of the Precious Metal held on consignment hereunder
 sufficient to reduce the Dollar Value of the Precious Metal held on
 Consignment hereunder to an amount no greater than the Maximum Dollar Limit.













May 8, 2008

Page 4


	
 

	
 


	
 

	
With respect to item (ii) above, if the relevant
 parties are unable to agree to the purchase price, then the Maximum Dollar
 Limit shall be restored pursuant to the provisions of item (i) above.


	
 

	
 


	
          6.         Paragraph
 3 of the Consignment Agreement is amended hereby in its entirety to read as
 follows:


	
 

	
 


	
 

	
3.          Quality.
 Silver delivered to the
 Consignees and returned to Scotiabank shall be in London Good Delivery bar
 form and of a minimum fineness of .9999, unless otherwise mutually agreed to
 in advance of delivery. Gold, platinum and palladium delivered to the
 Consignees and returned to Scotiabank shall be in London Good Delivery bar
 form and of a minimum fineness of .995 with respect to gold, .9995 with
 respect to platinum and .9995 with respect to palladium, unless otherwise
 mutually agreed to in advance of delivery. Rhodium delivered to the
 Consignees and returned to Scotiabank shall be in granular form and of a
 minimum fineness of .999, unless otherwise mutually agreed to in advance of
 delivery.


	
 

	
 


	
 

	
EXCEPT FOR THE FINENESS OF
 THE CONSIGNED PRECIOUS METAL AND THE QUANTITY THEREOF WITH RESPECT TO EACH
 CONSIGNMENT, SCOTIABANK MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,
 EXPRESS OR IMPLIED, WITH RESPECT TO THE PRECIOUS METAL CONSIGNED OR TO BE
 CONSIGNED OR SOLD HEREUNDER, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A
 PARTICULAR PURPOSE OR ANY OTHER MATTER, AND SCOTIABANK HEREBY DISCLAIMS ALL
 SUCH WARRANTIES.


	
 

	
 


	
          7.         Paragraph
 9 of the Consignment Agreement is amended hereby in its entirety to read as
 follows:


	
 

	
 


	
 

	
9.          Safekeeping.
 Until such time as the Precious Metal received from Scotiabank has been
 returned to Scotiabank or purchased by the Consignees, as hereinafter
 provided, the Consignees will afford the Precious Metal no less safekeeping
 protection than they afford Precious Metal held for their own account. Each
 Consignee will arrange insurance coverage, reasonably acceptable to
 Scotiabank and with Scotiabank designated thereon as loss payee, on the
 Precious Metal held on













May 8, 2008

Page 5


	
 

	
 


	
 

	
consignment for Scotiabank by the Consignees in such
 amounts and covering such risks as is usually carried by companies engaged in
 a similar business and the Consignees shall, upon request, deliver to
 Scotiabank a copy of all policies for such insurance.


	
 

	
 


	
          8.         Paragraph
 11 of the Consignment Agreement is amended hereby in its entirety to read as
 follows:


	
 

	
 


	
 

	
11.          Purchase.
 Provided that no Event of Default exists, and subject to the provisions of
 Paragraph 32 hereof, Scotiabank, by its authorized officer, shall provide an
 authorized representative of the applicable Consignee at least two (2)
 Business Days (or such lesser period as Scotiabank may accommodate) prior to
 the proposed value date with a quotation (based upon the applicable price
 used to determine the Dollar Value hereunder, plus any applicable premium) of
 the value date price of the Precious Metal to be purchased. If the authorized
 representative of the applicable Consignee agrees to such quotation, such
 quantity of Precious Metal will thereupon be conclusively deemed to have been
 contracted for purchase, with payment of the purchase price to be made on the
 agreed upon value date.


	
 

	
 


	
          9.         Paragraph
 12 of the Consignment Agreement is amended hereby in its entirety to read as
 follows:


	
 

	
 


	
 

	
12.          Security.
 As continuing collateral security for the present and future indebtedness and
 liability of the Consignees to Scotiabank hereunder: (a) Technitrol, Inc.
 (the “Guarantor”) shall deliver in favor of Scotiabank in form satisfactory
 to Scotiabank, its guarantee (the “Guarantee”) of the present and future
 indebtedness and liability incurred by such Consignees to Scotiabank
 hereunder; and (b) each of the Consignees hereby grants to Scotiabank a lien
 on and a security interest in all of each Consignee’s right, and interest in
 the consigned Precious Metal, the products, and the proceeds thereof. Each of
 the Consignees agrees that Scotiabank may file financing statements (or
 similar instruments under applicable law) evidencing the foregoing security
 interest in any jurisdiction where any consigned Precious Metal is located or
 such filing is otherwise reasonable to perfect such security interest and/or
 provide notice of any transactions. 













May 8, 2008

Page 6


	
 

	
 


	
 

	
The parties agree that any
 financing statement (or similar instrument) filed in accordance with this
 paragraph shall describe the covered property as follows (provided, however, in jurisdictions in which the Uniform Commercial Code is not
 applicable, Scotiabank may describe the covered property in such form as may
 be necessary to properly evidence the foregoing security interest under the
 laws of such jurisdiction):


	
 

	
 


	
 

	
“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 AMI Doduco, Inc., AMI Doduco
 Espana, S.L. and/or AMI Doduco GmbH, and all present and future goods of any
 kind, nature and description resulting from, or remaining after, any
 commingling or processing or any of the same, including bullion, coins,
 ingots, rings, and scraps, together with all accessions, products or proceeds
 (including insurance proceeds) of any of the foregoing.”


	
 

	
 


	
          10.       Paragraph
 14 of the Consignment Agreement is amended hereby in its entirety to read as
 follows:


	
 

	
 


	
 

	
14.          Payments.
 Payment of the consignment fee will be made by the applicable Consignee
 within ten (10) Business Days following the 22nd day of each month and on the
 last day of a Consignment term. Payment of the purchase price of silver will
 be made on the value date and shall be determined by the H&H Noon Price
 and/or the London Fixing Price, as the case may be, with respect to silver on
 such day plus a premium of $0.015 per ounce times the number of ounces of
 silver that is the subject of the relevant purchase transaction. Payment of
 the purchase price of gold, platinum or palladium will be made on the value date
 and shall be determined by the London Afternoon Fixing Price with respect to
 such metal on such day plus a premium per ounce determined by Scotiabank at
 the time of such payment, in each case times the number of ounces of gold,
 platinum or palladium, as applicable that is the subject of the relevant
 purchase transaction. Payment of the purchase price of rhodium will be made
 on the value date and shall be determined by the Rhodium Index Price on such
 day plus a premium per ounce determined by Scotiabank at the time of such
 payment times the number of ounces of rhodium













May 8, 2008

Page 7


	
 

	
 


	
 

	
that is the subject of the relevant purchase
 transaction. In the event that there is no H&H Noon Price or London
 Fixing Price for silver, London Afternoon Fixing Price for gold, platinum or
 palladium or Rhodium Index Price on a particular day, the last established
 H&H Noon Price or London Fixing Price for silver, London Afternoon Fixing
 Price for gold, platinum or palladium or Rhodium Index Price, as applicable,
 shall apply. In any case, payment will be made in U.S. dollars in same day
 funds by any method mutually agreed upon from time to time. If an amount
 payable hereunder is not paid when due, the applicable Consignee will pay
 interest on the unpaid amount, based on a 360 day year, calculated and
 payable upon demand for the actual number of days elapsed and compounded
 monthly until paid in full, at Scotiabank’s U.S. dollar base rate as quoted
 in New York from time to time for U.S. dollar commercial loans made by
 Scotiabank in the United States of America and being a variable rate of
 interest adjusted automatically upon change by Scotiabank, plus 1% per annum.


	
 

	
 


	
          11.       Subparagraph
 17(g) and Subparagraph 17(h) of the Consignment Agreement are amended hereby
 in their entirety to read as follows:


	
 

	
 


	
 

	
(g)          any
 of the Consignees or the Guarantor admits its inability to pay its debts
 generally; or, except as provided in subparagraph (j) and subparagraph (k) of
 this Paragraph 17, any of the Consignees or the Guarantor fails to pay
 any of its indebtedness in an aggregate amount of $25,000,000 U.S. or more
 when due and such failure continues after any applicable grace period
 specified in an agreement or instrument relating to such indebtedness;


	
 

	
 


	
 

	
(h)          except
 as provided in subparagraph (j) and subparagraph (k) of this Paragraph 17,
 any of the Consignees or the Guarantor permits any default under any
 agreement or instrument relating to its indebtedness, or any other event, to
 occur and continue after any applicable grace period specified in such
 agreement or instrument and the effect of such default or event is to
 accelerate, or to permit the acceleration of, the maturity of indebtedness in
 an aggregate amount of $25,000,000 U.S. or more;













May 8, 2008

Page 8


	
 

	
 


	
          12.       Paragraph
 17 of the Consignment Agreement is amended hereby to add a new Paragraph
 17(i), a new Paragraph 17(j) and a new Paragraph 17(k), to read as follows:


	
 

	
 


	
 

	
(i)          the
 Guarantor denies, to any extent, its obligations under the Guarantee or
 claims the Guarantee to be invalid or withdrawn in whole or in part; or the
 Guarantee is determined to be invalid in whole or in part by a court or other
 judicial entity, or is invalidated in whole or in part by any act, regulation
 or governmental action and the Guarantor fails to provide Scotiabank with a
 new Guarantee, in form and substance acceptable to Scotiabank, within five
 (5) Business Days thereafter; or the Guarantor breaches any of its covenants
 as contained in the Guarantee, or makes any representation or warranty as
 contained in the Guarantee that is incorrect in any material respect and the
 Guarantor fails to cure such breach or correct such represenattion or
 warranty within ten (10) Business Days thereafter;


	
 

	
 


	
 

	
(j)          the
 occurrence of any Event of Default as defined in that certain Credit
 Agreement dated as of February 28, 2008 (the “Credit Agreement”) by and among
 the Guarantor, the Consignee and certain other subsidiaries of the Guarantor,
 JPMorgan Chase Bank, N.A. as Administrative Agent, Swing Line Lender and L/C
 Issuer and the Lenders (all 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 to declare any or all of the obligations under the
 Credit Agreement to be immediately due and payable. Such Credit Agreement
 Events of Default (together with related definitions and ancillary
 provisions) shall, for as long as this Agreement has not been terminated and
 is in full force and effect, be a part of and are hereby incorporated into
 this Agreement by reference, mutatis mutandis, as if such Events of Default
 were set forth in this Agreement in full, without regard to any termination
 of such Credit Agreement. Insofar as any provisions of the Credit Agreement’s
 Events of Default conflict with or are inconsistent with any provisions of
 the Events of Default of this Agreement, then the provisions of this
 Agreement shall govern to the extent of the conflict or inconsistency,
 provided that the non-inclusion of a provision in either document shall not
 constitute a conflict or inconsistency for the purposes of this provision;













May 8, 2008

Page 9


	
 

	
 


	
 

	
(k)          default
 in the payment or performance of any other obligation or indebtedness of any
 of the Consignees to Scotiabank or to any of its affiliates pursuant to any
 facility having an aggregate credit limit of $5,000,000 U.S. or more, whether
 now or hereafter existing and howsoever arising, incurred or evidenced,
 including, without limitation, pursuant to that certain Consignment and/or
 Purchase of Silver Agreement dated as of November 9, 2007, as amended and as
 the same may be amended from time to time, and such default continues after
 any applicable grace or cure period specified in any agreement or instrument
 relating to such obligation or indebtedness;


	
 

	
 


	
          13.       The
 final paragraph of Paragraph 17 of the Consignment Agreement is amended
 hereby in its entirety to read as follows:


	
 

	
 


	
 

	
Scotiabank may terminate this Agreement and, upon
 making a demand in writing upon each Consignee, will become entitled to have
 the Consignees deliver to Scotiabank forthwith all Precious Metal held by the
 Consignees on consignment for Scotiabank hereunder and shall be entitled to
 receive payment forthwith from the Consignees of all amounts due and accruing
 to Scotiabank hereunder. Delivery of such Precious Metal shall be made by
 either physically delivering the Precious Metal to Scotiabank or by paying to
 Scotiabank the applicable price used to determine the Dollar Value hereunder,
 plus the applicable premium of the Precious Metal then held by the Consignees
 as of the date and time of termination and by so paying such amount, the
 Consignees shall be deemed to have purchased the Precious Metal that they
 were required to re-deliver to Scotiabank. If the Consignees fail to
 immediately deliver to Scotiabank all such Precious Metal held on consignment
 hereunder or fail to immediately pay to Scotiabank all other amounts due to
 it hereunder, Scotiabank may proceed to take such steps as it deems fit,
 including realizing upon any security it holds in that respect.


	
 

	
 


	
          14.       Except
 as amended hereby, the Consignment Agreement, the Guarantee and all
 agreements, instruments and documents executed in connection therewith
 (collectively, the “Facility Documents”), shall remain in full force and
 effect and are in all respects hereby ratified and affirmed.













May 8, 2008

Page 10


          15.          Each
of the Consignees hereby affirms each representation, warranty and covenant
made by it and set forth in the Facility Documents to which it is a party as if
fully set forth herein in full. Each of the Consignees acknowledges and
confirms that there are no defenses, claims or setoffs available that would
operate to limit its obligations under the Facility Documents.


          16.          The
Consignees shall pay all out-of-pocket expenses, costs and charges incurred by
Scotiabank (including reasonable fees and disbursements of counsel) in
connection with the preparation and implementation of this amendment.


Please indicate your assent to the terms of this
letter agreement by your signature below.


	
 

	
 

	
 


	
 

	
Sincerely,


	
 

	
 


	
 

	
THE BANK OF NOVA SCOTIA 


	
 

	
 


	
 

	
By: 

	
/s/ Timothy P. Dinneny


	
 

	
 

	



	
 

	
 

	
Timothy P. Dinneny


	
 

	
 

	
Managing Director


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Zoran Miljkovic


	
 

	
 

	



	
 

	
 

	
Zoran Miljkovic


	
 

	
 

	
Director













May 8, 2008

Page 11


ACCEPTED
AND AGREED AS

OF THE DATE SET FORTH ABOVE:


AMI
DODUCO, INC.


	
 

	
 


	
By: 

	
/s/ Drew A. Moyer


	
 

	



	
Name: Drew A. Moyer


	
Title: Chief Executive Officer


	
 


	
AMI DODUCO ESPANA, S.L.


	
 


	
By: 

	
/s/ Drew A. Moyer


	
 

	



	
Name: Drew A. Moyer


	
Title: Director


	
 


	
AMI DODUCO GMBH


	
 


	
By: 

	
/s/ Drew A. Moyer


	
 

	



	
Name: Drew A. Moyer


	
Title: Director





GUARANTOR
ACKNOWLEDGEMENT


          Technitrol,
Inc. (“Technitrol”) hereby affirms each representation, warranty and covenant
made by it and set forth in the Guarantee as if fully set forth herein in full.
Technitrol acknowledges and confirms that there are no defenses, claims or
setoffs available to it that would operate to limit its obligations under the
Guarantee. Technitrol acknowledges and agrees that its obligations to
Scotiabank pursuant to the Guarantee shall remain in full force and effect and
shall include, without limitation, all obligations of the Consignees pursuant
to the Consignment Agreement, as the same may have been increased hereby or may
hereafter be incurred by the Consignees.


	
 

	
 

	
 


	
 

	
TECHNITROL, INC.

  


	
 

	
By: 

	
/s/ Drew A. Moyer


	
 

	
 

	



	
 

	
Name: Drew A. Moyer


	
 

	
Title: Sr. Vice President
 & CFO