ARGO TECH CORP
EXHIBIT 10.35 AMENDMENT TO CREDIT FACILITY
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>3
<FILENAME>l98190aexv10w35.txt
<DESCRIPTION>EXHIBIT 10.35 AMENDMENT TO CREDIT FACILITY
<TEXT>
<PAGE>
                                                                  CONFORMED COPY
                                                                   Exhibit 10.35

                         AMENDMENT dated as of October 25, 2002, to the Amended
                    and Restated Credit Agreement  dated as of July 18, 1997, as
                    amended and restated as of September 26, 1997, and as
                    subsequently amended (the "Credit Agreement"), among
                    AGRGO-TECH CORPORATION, AT HOLDINGS CORPORATION, the LENDERS
                    party thereto and JPMORGAN CHASE BANK, as successor to The
                    Chase Manhattan Bank, as Administrative Agent.

          WHEREAS, the Borrower (such term and each other capitalized term used
but not defined herein having the meanings assigned to such terms in the
Credit Agreement and amended hereby), has requested that the Required Lenders
approve amendments to certain provisions of the Credit Agreement; and

          WHEREAS, the Required Lenders are willing, on the terms and subject to
the conditions set forth herein, to approve such amendments;

          NOW, THEREFORE, in consideration of these premises, the Borrower,
Holdings and the Required Lenders hereby agree as follows:

     SECTION 1. Amendments. Effective as of the Amendment Effective Date (as
defined in Section 4 hereof), the Credit Agreement is hereby amended as follows:

     (a) Section 1.01 of the Credit Agreement is hereby amended by adding the
following defined term in proper alphabetical order:

               "Amendment Effective Date" shall mean the date the Amendment
          dated as of October 25, 2002, to this Agreement shall become effective
          in accordance with its terms.

     (b) Section 2.12 of the Credit Agreement is hereby amended by adding
before the period at the end of each of paragraphs (a) and (b) thereof the
following:

     plus, from and after the Amendment Effective Date, 0.25%.

     (c) Section 6.14 of the Credit Agreement is hereby amended by replacing
such Section in its entirety with the following:

               "SECTION 6.14. Consolidated Interest Expense Coverage Ratio. The
Borrower will not permit its ratio of (a) Consolidated EBITDA to (b)
Consolidated Interest Expense (net of interest income), in each case for any
period of four consecutive fiscal quarters of the Borrower ending on the last
day of any fiscal quarter referred to below to be less than the ratio set forth
below opposite such period:

<Table>
<Caption>
          Fiscal Quarter Ending:                        Ratio:
          ----------------------                        ------
<S>                                               <C>
October 26, 2002                                  1.75:1.0
Thereafter                                        2.25:1.0"
</Table>

     SECTION 2. Amendment Fee. In consideration of the agreements of the
Required Lenders contained in this Amendment, the Borrower agrees to pay to the

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                                                                               2



Administrative Agent, for the account of each Lender that delivers to the
Administrative Agent (or its counsel) an executed counterpart of this Amendment
on or prior to 5:00 p.m. on October 25, 2002, an amendment fee (the "Amendment
Fee") in the amount of 0.075% of such Lender's Loans and/or Commitments;
provided that the Amendment Fee shall not be payable unless and until this
Amendment becomes effective as provided in Section 4 below.

     SECTION 3.  Representations and Warranties. Each of the Borrower and
Holdings represents and warrants to each of the Lenders that, after giving
effect to the amendments contemplated hereby, (a) the representations and
warranties of the Borrower and Holdings set forth in the Loan Documents are
true and correct on and as of the date of this Amendment and (b) no Default has
occurred and is continuing.

     SECTION 4.  Effectiveness. This Amendment shall become effective as of the
date (the "Amendment Effective Date") when the Administrative Agent (or its
counsel) shall have received copies hereof that, when taken together, bear the
signatures of the Borrower, Holdings and the Required Lenders.

     SECTION 5.  Applicable Law. This Amendment shall be construed in
accordance with and governed by the law of the State of New York.

     SECTION 6.  No Other Amendments. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of any party under, the
Credit Agreement, nor alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. This Amendment shall apply and be effective
only with respect to the provisions of the Credit Agreement specifically
referred to herein.

     SECTION 7.  Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.

     SECTION 8. Headings. Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Amendment.

     SECTION 9. Expenses. The Borrower shall reimburse the Administrative Agent
for its reasonable out-of-pocket expenses incurred in connection with this
Amendment, including the reasonable fees and expenses of Cravath, Swaine &
Moore, counsel for the Administrative Agent.





<PAGE>
                                                                               3



IN WITNESS WHEREOF, the Borrower, Holdings and the Required Lenders have caused
this Amendment to be duly executed by their duly authorized officers, all as of
the date first above written.

                                        AT HOLDINGS CORPORATION,

                                           by
                                             /s/ FRANCES S. ST. CLAIR
                                             ----------------------------------
                                             Name:   Frances S. St. Clair
                                             Title:  Vice President



                                        ARGO-TECH CORPORATION,

                                           by
                                             /s/ PAUL A. SKLAD
                                             ----------------------------------
                                             Name:   Paul A. Sklad
                                             Title:  Controller



                                        JPMORGAN CHASE BANK, individually
                                        and as Administrative Agent,

                                           by
                                             /s/ MATTHEW H. MASSIE
                                             ----------------------------------
                                             Name:   Matthew H. Massie
                                             Title:  Managing Director



                                        BANK ONE, NA,

                                           by
                                             /s/ JAMES  M. MALZ
                                             ----------------------------------
                                             Name:   James M. Malz
                                             Title:  First Vice President



                                        COMERICA BANK,

                                           by
                                             /s/ JEFFREY J. JUDGE
                                             ----------------------------------
                                             Name:   Jeffrey J. Judge
                                             Title:  Vice President
<PAGE>
                                                                               4



                                        CREDIT LYONNAIS NEW YORK BRANCH,

                                           by
                                             /s/ ALEXANDER AVERBUKH
                                             ----------------------------------
                                             Name:   Alexander Averbukh
                                             Title:  Vice President



                                        HARRIS TRUST & SAVINGS BANK,

                                           by
                                             /s/ HELEN A. DIMITRIOU
                                             -----------------------------------
                                             Name:   Helen A. Dimitriou
                                             Title:  Vice President



                                        HELLER FINANCIAL INC.,

                                           by
                                             /s/ GREGORY HONG
                                             ----------------------------------
                                             Name:   Gregory Hong
                                             Title:  Duly Authorized Signatory



                                        NATIONAL CITY BANK,

                                           by
                                             /s/ MATTHEW P. TUOHEY
                                             ----------------------------------
                                             Name:   Matthew P. Tuohey
                                             Title:  Vice President

</TEXT>
</DOCUMENT>
