Exhibit 10.36
AMENDMENT
TO
ARGO-TECH CORPORATION
TRUST AGREEMENT
This Amendment ("Amendment") to the Argo-Tech Corporation Trust Agreement
("Rabbi Trust") is entered into on this 22 day of November, 2002 by and between
Argo-Tech Corporation (HBP) (fka Argo-Tech Corporation; the "Corporation") and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Beneficiary").
Whereas the Beneficiary and the Corporation entered into a certain Stay
Pay Agreement ("Stay Pay Agreement") on February 13, 1989; and
Whereas, the Corporation executed the Rabbi Trust on October 28, 1994,
which trust was intended to secure amounts due under the Stay Pay Agreement; and
Whereas, the Beneficiary wishes to cause the Rabbi Trust to make certain
investments and is willing to bear the risk of the diminution in value of same.
NOW, THEREFORE, for the promises contained herein the parties agree to the
following:
1. Pursuant to Section 12 of the Rabbi Trust, the parties wish to amend
the Rabbi Trust.
2. The prohibition against investment by the Trustee, as set forth in
Section 7(h) of the Rabbi Trust, in securities or obligations of the
Corporation or its affiliates shall be eliminated.
3. Notwithstanding any other provision in the Rabbi Trust, the Trustee is
to invest substantially all of the trust funds in securities and/or
obligations of the Corporation as set forth on Exhibit A, attached
hereto and incorporated herein.
4. The Board of Directors of the Corporation has approved the change in
investment, pursuant to Section 12 of the Rabbi Trust.
5. The Beneficiary, by signing below, indicates his consent to the change
in investment, pursuant to Section 12 of the Rabbi Trust.
6. Two officers of the Corporation have signed on behalf of the
Corporation, pursuant to Section 12 of the Rabbi Trust.
7. The trustee of the Rabbi Trust has signed indicating its consent to the
Amendment, pursuant to Section 12 of the Rabbi trust.
8. The parties all acknowledge that there are sufficient funds currently
within the Rabbi Trust to pay any and all amounts due under the Rabbi Trust
and Stay Pay Agreement. Notwithstanding any other provision in the Rabbi
Trust and Stay Pay Agreement (including but not limited to Section 3d of
the Rabbi Trust), the Beneficiary shall bear the entire risk of the
diminution in value of the investments listed on Exhibit A. The Corporation
shall not be obligated to pay any shortfall caused by the diminution in
value of such investments, whether such obligation would otherwise be due
under the Rabbi trust or the Stay Pay Agreement.
9. The trust funds in the Rabbi Trust shall remain in the investments listed
on Exhibit A until such time as the parties may further amend the Rabbi
Trust pursuant to Section 12 of said Rabbi Trust.
10. The parties recognize that National City Bank has succeeded KeyBank, N.A.
as trustee of the Rabbi Trust.
11. Henceforth National City Bank shall be deemed a non-discretionary trustee
with respect to the assets held in trust. National City Bank shall have no
fiduciary responsibility with respect to investments directed by the
Employer and/or the Beneficiary and shall be indemnified and held harmless
from and against any and all claims, demands, losses, damages, actions and
causes of action, including expenses, costs and reasonable attorneys fees
which National City Bank may sustain in connection with any such directed
investments.
12. Except as otherwise set forth herein the Rabbi Trust shall remain in full
force and effect.
CORPORATION:
Argo-Tech Corporation (HBP)
By: /s/ ▇▇▇▇▇▇▇ ▇. St. Clair
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▇▇▇▇▇▇▇ ▇. St. Clair
Vice President and CFO
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Controller
BENEFICIARY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
TRUSTEE: /s/ O. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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O. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
National City Bank, N.A.
EXHIBIT A
LIST OF INVESTMENTS
1. Argo-Tech Corporation 8-5/8% Senior Subordinated Notes Due 2007
2. Stock and Bond Mutual Funds
3. Money Market Accounts