EXHIBIT 10.17(2)
SECOND AMENDMENT AND AGREEMENT
THIS SECOND AMENDMENT AND AGREEMENT is made as of the 25th day of
September, 2000, by and among FLEET PRECIOUS METALS INC., a Rhode Island
corporation with its offices at 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
("Consignor"); TECHNITROL, INC., a Pennsylvania corporation with offices at 0000
Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("Technitrol"); and AMI DODUCO,
INC., a Pennsylvania corporation formerly known as Advanced Metallurgy,
Incorporated, with its principal office at Xxxxxx Corporate Park, 0000 Xxxxxxxxx
Xxxxx, Xxxxxx, XX 00000 ("AMI" and together with Technitrol, "Customer").
WITNESSETH:
WHEREAS, Consignor and Customer are parties to a certain Consignment
Agreement dated December 18, 1997, as amended as of June 23, 1998 (the
"Consignment Agreement"), pursuant to which Consignor has agreed to consign
certain precious metals to Customer upon the terms and conditions specified
therein; and
WHEREAS, the parties desire to amend certain provisions of the Consignment
Agreement in order to clarify the intent of the parties with respect to such
provisions.
NOW THEREFORE, for value received and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. The fifth sentence of Paragraph 1 of the Consignment Agreement is
amended hereby in its entirety to read as follows:
At no time shall the value of consigned commodities exceed (i)
$30,000,000; (ii) such limit as the parties may agree upon; or (iii)
such limit as Consignor may approve in its sole discretion
("Consignment Limit").
2. Paragraph 3(a) of the Consignment Agreement is amended hereby to add
the following to the end of such paragraph:
Notwithstanding the foregoing, Customer shall not pay any
Consignment Fees on any fine xxxx ounces of silver on consignment to
Customer contained within a segregated storage facility acceptable
to Consignor in its sole discretion and located at Customer's
premises at Xxxxxx Corporate Park, 0000 Xxxxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxx (the "Segregated Storage Facility"); provided, however,
that the number of fine xxxx ounces of silver on consignment from
consignor contained within the Segregated Storage Facility shall not
exceed Six Hundred Thousand (600,000) fine xxxx ounces of silver at
any one time outstanding. All commodities consigned by
EXHIBIT 10.17(2)
Consignor to Customer other than the commodities contained within
the Segregated Storage Facility shall be and shall remain subject to
Consignment Fees. All commodities contained within the Segregated
Storage Facility shall be kept separate and apart from all of the
commodities owned by Customer or used by Customer.
3. Paragraph 3(c) of the Consignment Agreement is amended hereby to add
the following at the end of such paragraph:
The Prime Rate is a reference rate and does not necessarily
represent the lowest or best rate being charged to any customer. All
payments made under this Agreement shall be in lawful money of the
United States in immediately available funds. Whenever the term
"business day" is used herein, such term shall be subject to the
"Modified Following Business Day Convention," the convention for
adjusting any relevant date if it would otherwise fall on a day that
is not a business day to the first following day that is a business
day.
4. Except as amended hereby, the Consignment Agreement and all agreements,
instruments and documents executed in connection therewith, shall remain in full
force and effect and are in all respects hereby ratified and affirmed.
5. Customer, by its signature below, acknowledges and confirms that there
are no defenses, claims or setoffs available to Customer which would operate to
limit its obligations under the Consignment Agreement or any other agreement,
instrument or document executed by Customer in connection therewith.
EXHIBIT 10.17(2)
IN WITNESS WHEREOF, the undersigned parties have caused this Second
Amendment and Agreement to be executed by their duly authorized officers as of
the date first above written.
WITNESS: TECHNITROL, INC.
/s/ Xxx Xxxxx Xxxxx By: /s/ Xxxxxx Xxxxx, III
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Name: Xxxxxx Xxxxx, III
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Title: Vice President - Finance and
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Chief Financial Officer
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WITNESS: AMI DODUCO, INC.
/s/ Xxx Xxxxx Xxxxx By: /s/ Xxxxxx Xxxxx, III
---------------------------- -------------------------------------
Name: Xxxxxx Xxxxx, III
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Title: Treasurer/Assistant Secretary
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WITNESS: FLEET PRECIOUS METALS INC.
/s/ Xxxxxx Laferriul
---------------------------- By: /s/ Xxxxxxxxx X. Xxxxxxxxx III
-------------------------------------
Xxxxxxxxx X. Xxxxxxxxx III
Sr. Vice President
/s/ Xxxxxx Laferriul
---------------------------
/s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: VP
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