WAIVER dated as of June 10, 2009 (this
" Waiver "), to the Credit Agreement dated as of February
28, 2008, as amended and restated as of February 19, 2009 (as
further amended, supplemented or otherwise modified from time to
time, the " Credit Agreement "), among TECHNITROL, INC., a
Pennsylvania corporation (the " Company "), SUBSIDIARIES of
the Company party thereto, the LENDERS party thereto and JPMORGAN
CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer.
Capitalized terms used but not otherwise defined herein have the
meanings assigned to them in the Credit Agreement.
Pulse Denmark ApS has entered into share purchase agreement,
dated as of June 2, 2009, with Xilco A/S (the " Medtech
Disposition Agreement "), pursuant to which the Company has
agreed to sell its Medtech components business for $200,000,000,
subject to working capital adjustment (such sale being referred to
as the " Medtech Disposition ").
In connection with the Medtech Disposition, the Company has
requested a waiver to the Credit Agreement as set forth herein. The
Required Lenders are willing to agree to such waiver on the terms
and subject to the conditions set forth herein.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1. Waiver. The Lenders party hereto hereby waive
any Default or Event of Default arising under Section 7.11(a) of
the Credit Agreement as a result of the ratio of Consolidated
EBITDA to Consolidated Fixed Charges for the four consecutive
fiscal quarters of the Company ending on June 26, 2009, determined
on a consolidated basis in accordance with GAAP, being less than
2.00 to 1.00; provided that the effectiveness of such waiver
shall be subject to the consummation of the Medtech Disposition,
substantially on the terms set forth in the Medtech Disposition
Agreement, on or prior to June 26, 2009.
SECTION 2. Representations and Warranties. The Company
represents and warrants to the Agents, the Lenders and the L/C
Issuers that:
(a) this Waiver has been duly and
validly executed by the Company and constitutes the legal, valid,
and binding obligations of the Company, enforceable against the
Company in accordance with its terms, except to the extent that
such enforcement may be limited by applicable bankruptcy,
insolvency and other similar laws affecting creditor's rights
generally;
(b) all representation and warranties
of each of the Borrowers contained in the Credit Agreement are true
and correct in all material respects as of the date hereof (except
with respect to representations and warranties expressly made only
as of an earlier date, which representations were true and correct
in all material respects as of such earlier date); and
(c) no Default has occurred and is
continuing on the date hereof.
SECTION 3. Effectiveness. This Waiv
