AMENDMENT OF TRUE
CONSIGNMENT


May 8, 2008


AMI Doduco, Inc.

Murray Corporate Park

1003 Corporate Drive

Export, PA 15362 


	
 

	
 


	
Re:

	
Amendment of Consignment
 and/or Purchase of Silver Agreement





Ladies and Gentlemen:


Reference is made to that
certain Consignment and/or Purchase of Silver Agreement dated November 9, 2007
(the “Consignment Agreement”), by and among AMI Doduco, Inc. (“Consignee”) and
The Bank of Nova Scotia (“Scotiabank”).


The obligations of Consignee
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.


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


	
 

	
 


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


	
 


	
 

	
          We
 are pleased to confirm that, subject to your acceptance of this facility, THE
 BANK OF NOVA SCOTIA (“Scotiabank”) will be prepared to deliver, from time to
 time, on an uncommitted basis, silver, gold, platinum, palladium and rhodium
 (collectively, “Precious Metal”) upon consignment (the “Consignment(s)”) to
 AMI, DODUCO, INC. (the “Consignee”) 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.













May 8, 2008

Page 2


	
 

	
 


	
          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; (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 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 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 Consignee shall not at any time have a Dollar Value that exceeds the
 lesser of: (i) the Dollar Value of Six Hundred Thousand (600,000) troy
 ounces of silver; and (ii) Ten Million Two Hundred Thousand U.S. Dollars
 ($10,200,000 U.S.) (such $10,200,000 U.S. being the “Maximum Dollar Limit”).













May 8, 2008

Page 3


	
 

	
 


	
          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 Consignee should exceed the
 Maximum Dollar Limit, then Scotiabank may at its option, by telex or
 telecopied notice to the Consignee, require that by the end of the Business
 Day immediately following the day upon which such telex or telecopied notice
 is given, the Consignee 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 13 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.


	
 

	
 


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


	
 

	
 


	
 

	
3.          Quality.
 Silver delivered to the Consignee 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 Consignee 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 Consignee 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.













May 8, 2008

Page 4


	
 

	
 


	
 

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


	
 

	
 


	
 

	
10.          Purchase.
 Provided that no Event of Default exists, and subject to the provisions of
 Paragraph 31 hereof, Scotiabank, by its authorized officer, shall provide an
 authorized representative of the 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 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.


	
 

	
 


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


	
 

	
 


	
 

	
11.          Security.
 As continuing collateral security for the present and future indebtedness and
 liability of the Consignee 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 the Consignee to Scotiabank hereunder;
 and (b) the Consignee hereby grants to Scotiabank a lien on and a security
 interest in all of the Consignee’s right, and interest in the consigned
 Precious Metal, the products, and the













May 8, 2008

Page 5


	
 

	
 


	
 

	
proceeds thereof. The
 Consignee agrees that Scotiabank may file financing statements 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. The parties
 agree that any financing statement filed in accordance with this paragraph
 shall describe the covered property as follows:


	
 

	
 


	
 

	
“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., 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.”


	
 

	
 


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


	
 

	
 


	
 

	
13.          Payments.
 Payment of the purchase price of silver will be made on the value date
 and shall be determined by the H&H Noon Price 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 that is the subject of the relevant
 purchase transaction. In the event that there is no H&H Noon 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 for silver, London Afternoon
 Fixing Price for gold, platinum or 













May 8, 2008

Page 6


	
 

	
 


	
 

	
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 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.


	
 

	
 


	
          10.       Subparagraph
 16(g) and subparagraph 16(h) of the Consignment Agreement are amended hereby
 in their entirety to read as follows:


	
 

	
 


	
 

	
(g)          the
 Consignee or the Guarantor admits its inability to pay its debts generally;
 or, except as provided in subparagraphs (j) and (k) of this Paragraph 16, the
 Consignee 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
 16, the Consignee 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;


	
 

	
 


	
          11.       Paragraph
 16 of the Consignment Agreement is amended hereby to add a new Paragraph
 16(i), a new Paragraph 16(j) and a new Paragraph 16(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













May 8, 2008

Page 7


	
 

	
 


	
 

	
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 representation 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;


	
 

	
 


	
 

	
(k)          default
 in the payment or performance of any other obligation or indebtedness of the
 Consignee 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 Amended and Restated Fee
 Consignment and/or Purchase of Silver Agreement dated as of 













May 8, 2008

Page 8


	
 

	
 


	
 

	
August 4, 2006, 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;


	
 

	
 


	
          12.       The
 final paragraph of Paragraph 16 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 the Consignee, will
 become entitled to have the Consignee deliver to Scotiabank forthwith all
 Precious Metal held by the Consignee on consignment for Scotiabank hereunder
 and shall be entitled to receive payment forthwith from the Consignee 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 Consignee as of the date and time of termination and by so
 paying such amount, the Consignee shall be deemed to have purchased the
 Precious Metal that they were required to re-deliver to Scotiabank. If the
 Consignee fails 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.


	
 

	
 


	
          13.       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.


	
 

	
 


	
          14.       The
 Consignee 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. The Consignee acknowledges and confirms that there
 are no defenses, claims or setoffs available that would operate to limit its
 obligations under the Facility Documents.













May 8, 2008

Page 9


          15.          The
Consignee 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


	
 

	
 

	
 

	
 


	
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

	
 

	
 

	
 













May 8, 2008

Page 10


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