Contract

EXHIBIT 10.16(2) SECOND AMENDMENT TO AMENDED AND RESTATED CONSIGNMENT AGREEMENT DATED MAY 27.1997 This Second Amendment to Amended and Restated Agreement (hereinafter, the "Amendment") is made as of this 10th day of September, 1997 by and between DODUCO, GmbH, a German corporation with its principal office in Pforzheim, Germany, DODUCO ESPANA, SA, a Spanish corporation with its principal office in Madrid, Spain (hereinafter, individually and collectively, the "Consignee"), TECHNITROL, INC., a Pennsylvania corporation with its principal office in Trevose, Pennsylvania and RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, a national banking association (hereinafter, the "Consignor"), in consideration of the mutual covenants contained herein and the benefits to be derived herefrom. Unless otherwise specified herein, all capitalized terms shall have the same meaning as set forth in the Agreement (as defined herein below) W I T N E S S E T H : WHEREAS, the Consignee and Technitrol executed and delivered to the Consignor a certain Amended and Restated Consignment Agreement dated August 5, 1997 ( hereinafter, the "Agreement") pursuant to which, among other things, the Consignor established in favor of the Consignee a consignment arrangement with a current Consignment Limit of $19,000,000.00; and WHEREAS, the Consignee has requested that the Consignor increase the Consignment Limit to $20,000,000.00 and further requested that the Consignor continue to consign Precious Metals in accordance with the terms of the Agreement; and WHEREAS, the Consignor has indicated its willingness to do so, BUT ONLY on the terms and conditions contained, in this Amendment; and WHEREAS, the Consignee has determined that this Amendment is in the Consignee's best interest. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Consignee and Technitrol acknowledge and agree that the Consignee and Technitrol have no offsets, defenses, claims or counterclaims against the Consignor with respect to the Agreement or any other document, instrument or agreement executed and delivered by the Consignee or Technitrol to the Consignor in connection therewith and, to the extent that the Consignee or Technitrol have any such offsets, defenses, claims or counterclaims, the Consignee and Technitrol hereby affirmatively WAIVE any such offsets, defenses, claims or counterclaims and specifically RELEASE the Consignor from any liability on account thereof. 2. The .Agreement is hereby amended to increase the Consignment Limit from $19,000,000.00 to $20,000,000.00. 3. Technitrol, hereby acknowledges and agrees that the Unlimited Guaranty dated as of December 16, 1996 guarantying the Obligations (as defined herein) of the Consignee to the Consignor is hereby ratified and confirmed in all respects and shall remain in full force and effect as originally written guarantying the prompt, punctual and faithful payment and performance of all obligations and liabilities of the Consignee to the Consignor including, without limitation, those obligations and liabilities of the Consignee to the Consignor under the Agreement, as amended hereby. 4. This Amendment and all other documents, instruments or agreements executed in connection herewith incorporate all discussions and negotiations between the Consignee, Technitrol, and the Consignor, either expressed or implied, concerning the matters included herein, any statute, custom, or usage to the contrary notwithstanding. No such discussions or negotiations shall limit, modify or otherwise affect the provisions hereof. No modification, amendment, or waiver of any provision of this Amendment or the Agreement or any provision under any other agreement, document or instrument between the Consignee, Technitrol and the Consignor shall be effective unless executed in writing by the party to be charged with such modification, amendment or waiver, and if such party be the Consignor, then by a duly authorized officer thereof. 5. Except as specifically modified herein, the Agreement shall remain in full force and effect as originally written and the Consignee and Technitrol hereby ratify and confirm all terms and conditions contained therein and further ratify and reaffirm all representations and warranties made therein as of the date hereof. . 6. This Amendment shall be construed in accordance with and governed by the laws of the State of Rhode Island and shall take effect as a sealed instrument. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the date first written above. DODUCO, GmbH By: /s/ Albert Thorp, III -------------------------------- Name: Albert Thorp, III ------------------------------ Title: Director ----------------------------- DODUCO SPANA, S.A. By: /s/ Albert Thorp, III -------------------------------- Name: Albert Thorp, III ------------------------------ Title: Director ----------------------------- TECHNITROL, INC. By: /s/ Albert Thorp, III -------------------------------- Name: Albert Thorp, III ------------------------------ Title: VP - Finance and CFO RHODE ISLAND HOSPITAL TRUST NATIONAL BANK By: /s/ Kathryn L. Fraser ------------------------------- Name: Kathryn L. Fraser ----------------------------- Title: Vice President ----------------------------