exv10w27



 





EXHIBIT 10.27




EXECUTION VERSION




JPMORGAN CHASE BANK, N.A.

J.P. MORGAN SECURITIES INC.

270 Park Avenue

New York, NY 10017




CONFIDENTIAL




January 8, 2008




Technitrol, Inc.

1210 Northbrook Drive, Suite 470

Trevose, Pennsylvania 19053




Attention of Drew Moyer

          Chief Financial Officer




Project Hummingbird

$500,000,000 Five-Year Senior Credit Facilities

$500,000,000 Interim Senior Credit Facilities

Commitment Letter




Ladies and Gentlemen:




     You have advised JPMorgan Chase Bank, N.A. (“JPMCB”) and J.P. Morgan Securities Inc.
(“JPMorgan” and, together with JPMCB, “we” or “us”) that Technitrol, Inc.,
a Pennsylvania corporation (“Technitrol” or “you”), intends to acquire (the
“Acquisition”) all the outstanding share capital of Sonion A/S, a company organized under
the laws of Denmark (the “Company”), as more fully described in Exhibit A attached hereto
(the “Interim Facilities Term Sheet”). You have further advised us that in connection with
the Acquisition you desire to obtain (a) $500,000,000 of syndicated five-year credit facilities
(the “Five-Year Facilities”) or (b) in the event the Five-Year Facilities cannot be
arranged by the Closing Date (such term, and each other capitalized term used but not defined in
this Commitment Letter, having the meaning assigned thereto in the Interim Facilities Term Sheet),
$500,000,000 of the interim credit facilities described in the Interim Facilities Term Sheet (the
“Interim Facilities” and, together with the Five-Year Facilities, the
“Facilities”).



     JPMCB is pleased to advise you of its commitment to provide the entire principal amount of the
Interim Facilities upon the terms and subject to the conditions set forth in this Commitment Letter
and in the Interim Facilities Term Sheet.



     Furthermore, JPMorgan is pleased to advise you of its agreement to use commercially reasonable
efforts to arrange a syndicate of lenders willing to provide the Five-Year Facilities. The terms
of the Five-Year Facilities will be as agreed by you and JPMorgan in light of prevailing market
conditions.









 



 


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     You hereby appoint (a) JPMorgan to act, and JPMorgan hereby agrees to act, as sole lead
arranger and sole bookrunner for the Facilities and (b) JPMCB to act, and JPMCB hereby agrees to
act, as sole administrative agent for the Facilities, in each case on the terms and subject to the
conditions set forth in this Commitment Letter and in the Interim Facilities Term Sheet. It is
understood and agreed that (i) no other agents, co-agents, arrangers, co-arrangers, bookrunners,
managers or co-managers will be appointed and no other titles will be awarded in connection with
the Facilities and (ii) no compensation (other than compensation expressly contemplated by the Term
Sheets (as defined below) or the Fee Letter referred to below) will be paid in connection with the
Facilities, in each case, unless you and we shall so agree.



     JPMCB reserves the right, prior to or after the execution of definitive documentation for the
Facilities, to syndicate all or a portion of its commitment hereunder to one or more financial
institutions that will become parties to such definitive documentation pursuant to syndications to
be managed by JPMorgan.



     You agree to assist JPMorgan in connection with the syndication and arrangement of the
Facilities. Such assistance shall include (a) your using commercially reasonable efforts to ensure
that syndication and arrangement efforts benefit materially from your and the Company’s existing
lending relationships, (b) direct contact during the syndication and arrangement between your
senior management, representatives and advisors, on the one hand, and the prospective lenders, on
the other hand (and your using commercially reasonable efforts to ensure such contact between the
Company’s senior management, representatives and advisors and the prospective lenders), (c) your
assistance (including the use of commercially reasonable efforts to cause the Company and its
affiliates and advisors to assist) in the preparation of a Confidential Information Memorandum and
other marketing materials to be used in connection with such syndication and arrangement
(collectively, the “Information Materials”) and (d) the hosting, with JPMorgan, of one or
more conference calls with or meetings of prospective lenders. If JPMorgan shall so request, you
also agree to use your commercially reasonable efforts to obtain from each of Standard & Poor’s
Ratings Group (“S&P”) and Moody’s Investors Services, Inc. (“Moody’s”) ratings of
the Five-Year Facilities.



     It is agreed that JPMorgan will exclusively manage, in consultation with you, all aspects of
the syndication and arrangement of the Facilities, including the selection of lenders,
determination of when JPMorgan will approach potential lenders and the time of acceptance of the
lenders’ commitments, any naming rights, the final allocations of the commitments among the lenders
and the amount and distribution of fees among the lenders. To assist JPMorgan in its syndication
and arrangement efforts, you agree promptly to prepare and provide to it (and to use commercially
reasonable efforts to cause the Company and its affiliates to provide) all information with respect
to you, the Company and your and its subsidiaries and affiliates, the Transactions and the other
transactions contemplated hereby, including all financial information and projections with respect
to you and your subsidiaries giving pro forma effect to the Transactions (such projections, the
“Projections”), as JPMorgan may reasonably request in connection therewith. In the case of
the Five-Year Facilities, you agree to assist, at the request of JPMorgan, in preparation of an
additional version of the Information Materials









 



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(the “Public Side Version”) to be used by prospective lenders’ public-side employees
and representatives (“Public-Siders”) who do not wish to receive material non-public
information (within the meaning of the United States federal securities laws) with respect to you,
the Company, your or its subsidiaries and affiliates and your or its securities (“MNPI”)
and who may be engaged in investment and other market-related activities with respect to your, the
Company’s or your or its subsidiaries’ or affiliates’ securities or obligations. Before
distribution of any Information Materials with respect to the Five-Year Facilities, you agree to
execute and deliver to us (a) a letter in which you authorize distribution of the Information
Materials to a prospective lender’s employees willing to receive MNPI (“Private-Siders”)
and (b) a separate letter in which you authorize distribution of the Public Side Version to
Public-Siders and represent that no MNPI is contained therein. You also acknowledge that our
Public-Siders consisting of publishing debt analysts may participate in any public-side meetings or
conference calls held pursuant to clause (d) of the immediately preceding paragraph;
provided that such analysts shall not publish any information obtained from such meetings
or calls until the syndication of the Five-Year Facilities has been completed upon the making of
allocations by JPMorgan and JPMorgan freeing the Five-Year Facilities to trade. You agree that the
following documents may be distributed to both Private-Siders and Public-Siders unless you advise
JPMorgan in writing within a reasonable time prior to their intended distribution that such
materials should only be distributed to Private-Siders: (i) administrative materials prepared by
us for prospective lenders (such as a lender meeting invitation, bank allocation, if any, and
funding and closing memoranda), (ii) notification of changes in the terms of the Five-Year
Facilities and (iii) other materials intended for prospective lenders after the initial
distribution of the Information Materials (which other materials shall be provided to you
reasonably in advance of their distribution to such prospective lenders). If you advise us that
any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not
receive such materials without further discussions with you. You hereby authorize us to distribute
drafts of the definitive documentation for the Five-Year Facilities to Private-Siders and
Public-Siders.




     You hereby represent and warrant that (a) all information, other than the Projections and
information of general economic nature (the “Information”), that has been or will be made
available to us by or on behalf of you, the Company, your or its subsidiaries or affiliates or
representatives of any of the foregoing, is or will be, when furnished and taken as a whole,
complete and correct in all material respects and does not or will not, when furnished and taken as
a whole, contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein not misleading in light of the circumstances
under which such statements are made (it being understood that, prior to the consummation of the
Acquisition, the foregoing representation and warranty, insofar as it is made with respect to
Information furnished by the Company, its subsidiaries or affiliates or representatives of the
foregoing, is made to the actual knowledge of your officers and employees involved in the
Transactions) and (b) the Projections that have been or will be made available to us by or on
behalf of you, your subsidiaries or affiliates or representatives of the foregoing have been and
will be prepared in good faith based upon assumptions that in your good faith opinion are
reasonable at the time the Projections are made available to









 



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us, it being understood that the Projections are as to future events and are not to be viewed
as facts and that actual results during the period or periods covered by any Projections may differ
materially from the projected results. You agree that if at any time prior to the completion of
the arrangement of the Five-Year Facilities the representation and warranty in the immediately
preceding sentence would not be true if the Information and Projections were being furnished and
such representation and warranty were being made at such time, then you will promptly supplement
the Information and the Projections so that such representation or warranty would be true in all
material respects under those circumstances. In syndication and arranging the Facilities, we will
be entitled to use and rely primarily on the Information and the Projections without responsibility
for independent verification thereof.



     As consideration for JPMCB’s commitment hereunder and JPMorgan’s agreement to structure,
arrange and syndicate the Facilities, you agree to pay (or to cause to be paid) to us the fees set
forth in the Interim Facilities Term Sheet and such term sheet as may be agreed upon for the
Five-Year Facilities (such term sheet, together with the Interim Facilities Term Sheet, being
referred to herein as the “Term Sheets”)) and in the Fee Letter dated the date hereof and
delivered herewith (the “Fee Letter”). Once paid, such fees shall not be refundable under
any circumstances, except as expressly set forth in the Fee Letter.



     JPMCB’s commitment hereunder and JPMorgan’s agreement to perform the services described herein
are subject to (a) there not having occurred or come to our attention since December 31, 2006, a
material adverse change in or condition affecting the business, assets, operations, financial
condition, liabilities (including contingent liabilities), material agreements or prospects of
Technitrol, the Company and their subsidiaries, taken as a whole, (b) JPMorgan’s satisfaction that
there shall be no competing issues of debt securities or commercial bank or other credit facilities
of Technitrol, the Company or your or its subsidiaries being offered, placed or arranged (other
than any such offerings, placements or arrangements in connection with the Facilities), (c) payment
of all fees and expenses referred to herein and in the Fee Letter, (d) JPMorgan’s having been
afforded a period of at least 20 consecutive business days following the completion of the
Confidential Information Memorandum to syndicate the Five-Year Facilities, (e) the negotiation,
execution and delivery of definitive documentation with respect to the Five-Year Facilities or the
Interim Facilities, as the case may be, prepared by counsel for JPMCB, consistent with the
applicable Term Sheet and reasonably satisfactory to JPMCB and you and (f) the other conditions set
forth in the applicable Term Sheet. Those matters that are not covered by or made clear under the
provisions hereof and of the Term Sheets are subject to the approval and agreement of JPMCB,
JPMorgan and you.



     You agree (a) to indemnify and hold harmless JPMCB, JPMorgan and their affiliates, and their
respective officers, directors, employees, agents, advisors, representatives and controlling
persons (collectively, the “indemnified persons”), from and against any and all losses,
claims, damages, liabilities and expenses, joint or several, to which any such indemnified person
may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the
Term Sheets, the Transactions, the









 



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Facilities and any related transaction or any claim, litigation, investigation or proceeding
relating to any of the foregoing, regardless of whether any such indemnified person is a party
thereto or whether such claim, litigation, investigation or proceeding is brought by you or by a
third party, and to reimburse each such indemnified person upon demand for all reasonable legal or
other expenses incurred in connection with investigating or defending any of the foregoing;
provided that the foregoing indemnity will not, as to any indemnified person, apply to
losses, claims, damages, liabilities or expenses to the extent they are found in a final
nonappealable judgment of a court of competent jurisdiction to have resulted from the willful
misconduct or gross negligence of such indemnified person, and (b) to reimburse JPMCB and JPMorgan
from time to time for all reasonable out-of-pocket expenses (including expenses of JPMCB’s or
JPMorgan’s due diligence investigation, syndication expenses, travel expenses and reasonable fees,
disbursements and other charges of counsel) incurred in connection with the Facilities and the
preparation of this Commitment Letter, the Term Sheets, the Fee Letter and the definitive
documentation for the Facilities; provided that your obligation under this clause (b) in
respect of fees, disbursements and other charges of counsel incurred prior to December 13, 2007
will be limited to $50,000. Notwithstanding any other provision of this Commitment Letter, no
indemnified person shall be liable for any damages arising from the use by others of information or
other materials obtained through electronic, telecommunications or other information transmission
systems or for any special, indirect, consequential or punitive damages in connection with its
activities related to the Facilities.



     You acknowledge that JPMCB, JPMorgan and their affiliates may be providing debt financing,
equity capital or other services (including financial advisory services) to other companies in
respect of which you may have conflicting interests regarding the transactions described herein and
otherwise. None of JPMCB, JPMorgan or any of their affiliates will use confidential information
obtained from you by virtue of the transactions contemplated by this Commitment Letter or its other
relationships with you in connection with the performance by JPMCB, JPMorgan or any of their
affiliates of services for other companies, and none of JPMCB, JPMorgan or any of their affiliates
will furnish any such information to other companies. You also acknowledge that none of JPMCB,
JPMorgan or any of their affiliates has any obligation to use in connection with the transactions
contemplated by this Commitment Letter, or to furnish to you, the Company or your or its
subsidiaries or affiliates, confidential information obtained by JPMCB, JPMorgan or any of their
affiliates from other companies.



     You agree that we will act under this Commitment Letter as independent contractors and that
nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an
advisory, fiduciary or agency relationship or fiduciary or other implied duty between us, on the
one hand, and you, the Company or your or its subsidiaries, affiliates or stockholders, on the
other. You acknowledge and agree that (a) the financing transactions contemplated by this
Commitment Letter and the Fee Letter are arm’s-length commercial transactions between us and you,
(b) in connection therewith and with the process leading to such transactions, we are acting solely
as a principal and not as agents or fiduciaries of you, the Company, your or its subsidiaries and
affiliates or any other person, and we have not assumed (and will not be deemed on the basis of our









 



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communications or activities hereunder to have assumed) an advisory or
fiduciary responsibility or any other obligation in favor of you, the Company, your or its
subsidiaries or affiliates or any other person (irrespective of whether we or any of our affiliates
are concurrently providing other services to you), and (c) you are responsible for making your own
independent judgment with respect to such transactions and the process leading thereto and have
consulted your own legal and financial advisors to the extent you have deemed appropriate.



     This Commitment Letter and the commitment hereunder shall not be assignable by you (it being
understood that, as provided in the Term Sheet, the borrowers under the Facilities may include
entities other than Technitrol) without the prior written consent of JPMCB and JPMorgan, and any
attempted assignment without such consent shall be void. This Commitment Letter may not be amended
or any provision hereof waived or modified except by an instrument in writing signed by JPMCB,
JPMorgan and you. This Commitment Letter may be executed in any number of counterparts, each of
which shall be deemed an original and all of which, when taken together, shall constitute one
agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by
facsimile or electronic transmission shall be effective as delivery of a manually executed
counterpart of this Commitment Letter. This Commitment Letter (including the exhibits hereto) and
the Fee Letter are the only agreements that have been entered into among the parties hereto with
respect to the Facilities and set forth the entire understanding of the parties hereto with respect
thereto. This Commitment Letter is intended to be solely for the benefit of the parties hereto and
the indemnified persons, and is not intended to confer any benefits upon, or create any rights in
favor of, any person other than the parties hereto and the indemnified persons. JPMCB and JPMorgan
may perform the duties and activities described hereunder through any of their affiliates, and the
provisions of the third preceding paragraph shall apply with equal force and effect to any of such
affiliates so performing any such duties or activities. This Commitment Letter shall be governed
by, and construed in accordance with, the laws of the State of New York.



     You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state
or Federal court sitting in the City of New York over any suit, action or proceeding arising out of
or relating to the Transactions or the other transactions contemplated hereby, this Commitment
Letter, the Term Sheets or the Fee Letter or the performance of services hereunder or thereunder.
You agree that service of any process, summons, notice or document by registered mail addressed to
you at the address set forth above shall be effective service of process for any suit, action or
proceeding brought in any such court. You irrevocably and unconditionally waive any objection to
the laying of venue of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding has been brought in any inconvenient forum. You and we
agree that a final judgment (as to which no appeal is pending) in any such suit, action or
proceeding brought in any such court shall be conclusive and binding upon you and us and may be
enforced in any other courts to whose jurisdiction you or we are or may be subject, by suit upon
judgment. You and we hereby irrevocably waive trial by jury in any suit, action, proceeding, claim
or counterclaim brought by or on behalf of any









 



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party related to or arising out of the Transactions, this Commitment Letter, the Term Sheets
or the Fee Letter or the performance of services hereunder or thereunder.



     JPMCB hereby notifies you that pursuant to the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), it and each of
the lenders may be required to obtain, verify and record information that identifies you, the
Company and the subsidiary guarantors, which information may include their name and address and
other information that will allow each of JPMCB and the lenders to identify such persons in
accordance with the Patriot Act. This notice is given in accordance with the requirements of the
Patriot Act and is effective for each of JPMCB and the lenders.



     You agree that you will not disclose, directly or indirectly, this Commitment Letter, the Term
Sheets, the Fee Letter, the contents of any of the foregoing or the activities of JPMCB or JPMorgan
pursuant hereto or thereto to any person without the prior approval of JPMCB and JPMorgan, except
that you may disclose (a) this Commitment Letter, the Term Sheets, the Fee Letter and the contents
hereof and thereof (i) to your directors, officers, employees, attorneys, accountants and advisors
directly involved in the consideration of the Transactions on a confidential and need-to-know basis
(except that neither the Fee Letter nor the contents thereof may be disclosed to your financial
advisors) and (ii) as required by applicable law or compulsory legal process (in which case you
agree to inform us promptly thereof to the extent not prohibited by law) and (b) this Commitment
Letter, the Term Sheets and the contents hereof and thereof (but not the Fee Letter or the contents
thereof) (i) to the Sellers, the Company and their respective directors, officers, employees,
attorneys, accountants and advisors, in each case in connection with the Transactions and on a
confidential and need-to-know basis, and (ii) to S&P and Moody’s in connection with the obtaining
of ratings for the Five-Year Facilities.



     Each of JPMCB and JPMorgan agrees to keep confidential, and not to publish, disclose or
otherwise divulge, confidential information obtained from you or your representatives in the course
of performing the services hereunder, except that each of us may disclose such confidential
information (a) to its and its affiliates’ directors, officers, employees, attorneys, accountants
and advisors, in each case on a confidential and need-to-know basis, provided that, prior
to any disclosure to the foregoing persons, JPMorgan or JPMCB, as applicable, will advise such
persons of the confidentiality obligations set forth in this paragraph, (b) on a confidential basis
to any potential lender pursuant to our normal procedures designed to protect the confidentiality
of such information and subject to customary confidentiality undertakings by such potential lender
(and any such potential lender may disclose such confidential information to its directors,
officers, employees, attorneys, accountants and advisors in connection with the syndication of the
Facilities, on a confidential and need-to-know basis), (c) as required by applicable law,
regulation or compulsory legal process (in which case such person shall, to the extent permitted
by law, promptly notify you thereof in advance of any disclosure so as to enable you to seek a
protective order), (d) to the extent requested by any bank or other regulatory authority having
jurisdiction or oversight over it or its affiliates, (e) to the extent such confidential
information (i) becomes publicly available other than as a









 



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result of a breach of this agreement by it, (ii) becomes available to it from a source other
than you or your representatives, which source is not known by it to be under a duty of
confidentiality to you with respect to such information, or (iii) was available on a
non-confidential basis to it prior to the disclosure to it by or on behalf of you, (f) to S&P and
Moody’s in connection with the obtaining of ratings for the Five-Year Facilities, (g) to the extent
you shall have consented to such disclosure in writing or (h) in protecting and enforcing its
rights with respect to this Commitment Letter and the Fee Letter. Each of JPMorgan and JPMCB
accepts responsibility for compliance by the persons referred to in clause (a) above with the
provisions of this paragraph. The agreements set forth in this paragraph shall terminate on the
date that is 24 months after the date hereof; provided that the foregoing shall not affect
the rights and obligations of the parties to the definitive documentation for the Facilities with
respect to the confidentiality agreements set forth therein.



     The compensation, reimbursement, indemnification, jurisdiction, choice of law, jurisdiction
and waiver of jury trial and confidentiality provisions contained herein and in the Fee Letter
shall remain in full force and effect regardless of whether definitive documentation for the
Facilities shall be executed and delivered and notwithstanding the termination of this Commitment
Letter or JPMCB’s commitment hereunder.



     Please indicate your acceptance of the terms hereof and of the Fee Letter by signing in the
appropriate space below and in the Fee Letter and returning to JPMCB the enclosed duplicate
originals of this Commitment Letter and the Fee Letter not later than 5:00 p.m., New York City
time, on January 11, 2008, failing which JPMCB’s commitment hereunder and JPMCB’s and JPMorgan’s
agreements herein will expire at such time. In the event that the initial borrowing under the
Facilities does not occur on or before March 31, 2008, then this Commitment Letter and JPMCB’s
commitment hereunder and JPMCB’s and JPMorgan’s agreements herein shall automatically terminate
unless JPMCB and JPMorgan shall, in their discretion, agree to an extension. In addition, JPMCB’s
commitment hereunder and JPMCB’s and JPMorgan’s agreements herein, in each case, with respect to
the Interim Facilities shall automatically terminate upon the effectiveness of the Five-Year
Facilities.



[The remainder of this page is blank.]










 



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     We are pleased to have been given the opportunity to assist you in connection with this
important financing.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Lee P. Brennan
 

Name: Lee P. Brennan
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	J.P. MORGAN SECURITIES INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Robert Anastasio	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert Anastasio	 	 
	 

	 	 	 	Title: Vice President	 	 






	 	 	 	 	 
	Accepted and agreed to as of

the date first written above:	 	 
	 
	 	 	 	 
	TECHNITROL, INC.,	 	 
	 
	 	 	 	 
	by

	 	/s/ Drew A. Moyer
 

	 	 
	 

	 	Name: Drew A. Moyer	 	 
	 

	 	Title: SVP & CFO	 	 



















 





			
	 	 	 
	CONFIDENTIAL
	 	EXHIBIT A






Project Hummingbird

$200,000,000 Interim Senior Term Loan Facility

$300,000,000 Interim Senior Revolving Credit Facility

Summary of Principal Terms and Conditions




     Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in
the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”).



	 	 	 
	Borrowers:

	 	One or more companies that are part of the consolidated group of
Technitrol, Inc., a Pennsylvania corporation (“Parent”), as agreed by
Parent and the Arranger, which companies may include Parent and one or more
domestic or foreign subsidiaries of Parent.
	 
	 	 
	 

	 	The borrowers under the Term Facility are collectively referred to as the
“Term Borrowers” and the borrowers under the Revolving Facility are
collectively referred to as the “Revolving Borrowers”. The Term Borrowers
and the Revolving Borrowers are collectively referred to as the
“Borrowers”.
	 
	 	 
	Transactions:

	 	Parent intends to acquire (the “Acquisition”) all the outstanding share
capital of Sonion A/S, a company organized under the laws of Denmark (the
“Company”). In connection with the foregoing, (a) Parent, one or more
subsidiaries of Parent and each shareholder of the Company (other than
certain management shareholders) (collectively, the “Sellers”) will enter
into a share purchase agreement (together with schedules, exhibits and
other definitive documentation related thereto, the “Purchase Agreement”)
and (b) pursuant to the Purchase Agreement, Parent will indirectly acquire
all the outstanding share capital of the Company from the Sellers, with the
result that the Company will become an indirect wholly-owned subsidiary of
Parent.
	 
	 	 
	 

	 	In connection with the Acquisition, (a) on the date on which the
Acquisition is consummated (the “Closing Date”), in the event the Five-Year
Facilities referred to in the Commitment Letter to which this Exhibit A is
attached have not been successfully arranged, (i) the Term Borrowers will
obtain the Term Facility and (ii) the Revolving Borrowers will obtain the
Revolving Facility, in each case as described below, (b) all amounts
outstanding under the Company’s existing Credit Agreement dated as of
March 14, 2006 (the “Existing Sonion Credit Agreement”) and certain other












 



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	 	indebtedness of the Company will be repaid and all related commitments
terminated (such repayment and termination being referred to as the
“Existing Sonion Debt Repayment”), (c) all amounts outstanding under
Parent’s Credit Agreement dated as of October 14, 2005 (the “Existing
Technitrol Credit Agreement”) will be repaid and all related commitments
terminated (such repayment and termination being referred to as the
“Existing Technitrol Debt Repayment”) and (d) fees and expenses incurred in
connection with the foregoing will be paid. The Acquisition and the other
transactions described under this heading or contemplated hereby are
collectively referred to as the “Transactions”.
	 
	 	 
	Administrative Agent:

	 	JPMorgan Chase Bank, N.A. (“JPMCB”) will act as the sole administrative
agent (in such capacity, the “Administrative Agent”) for a syndicate of
financial institutions (the “Lenders”). Certain administrative tasks may
be performed by branches or affiliates of the Administrative Agent.
	 
	 	 
	Sole Lead Arranger and Bookrunner:

	 	J.P. Morgan Securities Inc. (in such capacity, the “Arranger”).
	 
	 	 
	Interim Facilities:

	 	(A) A senior term loan facility in a principal amount of $200,000,000 (the
“Term Facility”). All or a portion of the loans under the Term Facility
may be made available in US Dollars, euros or any other currency that the
Arranger and the Borrower may agree upon.

	 
	 	 
	 

	 	(B) A senior revolving credit facility in a principal amount of
$300,000,000 (the “Revolving Facility” and, together with the Term
Facility, the “Interim Facilities”). A portion of the Revolving Facility
may be made available to one or more non-US Revolving Borrowers in US
Dollars, euros and other currencies to be agreed upon by the Arranger and
the Borrower. Loans in non-US currencies will be made by Lenders or
subgroups of Lenders on terms and under procedures to be agreed upon. In
addition, up to an amount to be agreed upon of the Revolving Facility will
be available to the Revolving Borrowers in the form of letters of credit
(“Letters of Credit”).

	 
	 	 
	Purpose:

	 	(A) The proceeds of loans under the Term Facility will be used on the
Closing Date solely (i) to finance the Existing Sonion Debt Repayment and
(ii) to pay a portion of the consideration payable in connection with the
Acquisition (or to repay intra-day loans incurred in connection therewith)
and to pay fees and expenses relating to the Transactions.













 



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	 	(B) The proceeds of loans under the Revolving Facility will be used (i) to
finance the Existing Technitrol Debt Repayment, (ii) to pay a portion of
the consideration payable in connection with the Acquisition and (iii) for
general corporate purposes of Parent and its subsidiaries (including the
payment of fees and expenses relating to the Transactions). Letters of
Credit will be used to support obligations of Parent and its subsidiaries
incurred in the ordinary course of business.

	 
	 	 
	Availability:

	 	(A) The full amount of the Term Facility will be available to be drawn in a
single drawing on the Closing Date. Amounts repaid or prepaid under the
Term Facility may not be reborrowed.

	 
	 	 
	 

	 	(B) The full amount of the Revolving Facility will be available on and
after the Closing Date and prior to the final maturity of the Revolving
Facility in minimum principal amounts and integral multiples in excess
thereof to be agreed upon and (ii) on the Closing Date, after giving effect
to any borrowings to be made in connection with the Acquisition, there
shall be no less than $50,000,000 of unused commitments available under the
Revolving Facility. Amounts prepaid under the Revolving Facility may be
reborrowed, subject to satisfaction of the applicable conditions to
borrowing.

	 
	 	 
	Swingline Loans:

	 	JPMCB (in such capacity, the “Swingline Lender”) will make available to the
Revolving Borrowers organized in the United States a swingline facility
under which such Revolving Borrowers may make short-term borrowings in US
dollars in an aggregate principal amount not in excess of an amount to be
agreed upon. Upon notice from the Swingline Lender, Lenders under the
Revolving Facility will be irrevocably and unconditionally obligated to
purchase participations in any swingline loan pro rata based upon their
commitments under the Revolving Facility. Except for purposes of
calculating the commitment fee described in Annex I hereto, swingline loans
will reduce availability under the Revolving Facility on a
dollar-for-dollar basis.
	 
	 	 
	Letters of Credit:

	 	Letters of Credit will be issued by JPMCB or one or more other Lenders that
shall have agreed to do so (each, an “Issuing Bank”). Each Letter of
Credit will expire not later than the fifth business day prior to the final
maturity of the Revolving Facility. In addition to being available in US
dollars, Letters of Credit will be available in euros and












 



4


	 	 	 
	 

	 	certain other
non-US currencies on terms and under procedures to be agreed upon.
	 
	 	 
	 

	 	Drawings under any Letter of Credit will be reimbursed by the applicable
Revolving Borrower on the same business day. Lenders under the Revolving
Facility will be irrevocably and unconditionally obligated to acquire
participations in each Letter of Credit, pro rata in accordance with their
commitments under the Revolving Facility, and to fund such participations
in the event such Revolving Borrower does not reimburse an Issuing Bank for
drawings on the same business day.
	 
	 	 
	 

	 	The issuance of Letters of Credit will be subject to the customary
procedures of the Issuing Banks.
	 
	 	 
	Interest Rates and Fees:

	 	As set forth on Annex I hereto.
	 
	 	 
	Maturity:

	 	(A) The Term Facility will mature, and all loans outstanding thereunder
will be payable in full, on the date that is 364 days after the Closing
Date.

	 
	 	 
	 

	 	(B) The Revolving Facility will mature, and commitments thereunder will
terminate and all loans and other extensions of credit thereunder will be
payable in full, on the date that is 364 days after the Closing Date.

	 
	 	 
	Guarantees:

	 	All obligations under the Interim Facilities, and all obligations of Parent
and its subsidiaries under any interest rate protection or other hedging
arrangements and cash management arrangements, in each case, entered into
with Lenders or affiliates of Lenders (“Hedging/ Cash Management
Arrangements”), will be unconditionally guaranteed, jointly and severally,
by Parent and each existing and subsequently acquired or organized direct
or indirect US subsidiary of Parent (other than immaterial subsidiaries to
be agreed upon). In addition, the obligations of non-US Borrowers under
the Interim Facilities will be unconditionally guaranteed by material
non-US subsidiaries of Parent to be agreed upon to the extent such non-US
guarantees are permitted by applicable law.
	 
	 	 
	Security:

	 	Initially, none.
	 
	 	 
	 

	 	On the date that is 180 days after the Closing Date (the “Pledge
Effectiveness Date”), the obligations under the Interim Facilities and the
Hedging/Cash Management Arrangements will be secured on a first-priority
basis by pledges of equity interests in material non-US subsidiaries



















 






  5




	 	 	 
	 

	 	of
Parent owned by Parent and each subsidiary that is required to guarantee
such obligations; provided that such pledges will not include (a) any
equity interests of any foreign subsidiary that is not a first-tier foreign
subsidiary or (b) more than 65% of the voting equity interests of any
first-tier foreign subsidiary (except that pledges of equity interests will
be as agreed by Parent and the Arranger insofar as they secure obligations
of foreign subsidiaries of Parent).
	 
	 	 
	 

	 	All the above-described pledges shall be created on terms, and pursuant to
documentation, satisfactory to the Administrative Agent.
	 
	 	 
	Optional Prepayments/Reductions in Commitments:

	 	Optional prepayments, in whole or in part, of loans under the Interim
Facilities and optional permanent reductions, in whole or in part, of the
unused commitments under the Revolving Facility will be permitted at any
time, in minimum principal amounts to be agreed upon, without premium or
penalty, subject to reimbursement of the Lenders’ redeployment costs in the
case of a prepayment of any Adjusted LIBOR loan other than on the last day
of the applicable interest period.
	 
	 	 
	Representations and Warranties:

	 	Usual for facilities and transactions of this type, including
representations and warranties with respect to existence, qualification and
power; authorization; no contravention; governmental authorization; other
consents; binding effect; financial statements; no material adverse effect;
no internal control event; litigation; no default; ownership of property;
liens; environmental compliance; insurance; taxes; ERISA compliance;
subsidiaries; equity interests; margin regulations; Investment Company Act;
disclosure; compliance with laws; intellectual property and licenses;
foreign obligors; solvency; information with respect to loan parties; OFAC
compliance; perfection of security interests; and labor matters.
	 
	 	 
	Conditions Precedent to the Initial
Extension of Credit:

	 	Those specified in Annex II hereto.
	 
	 	 
	Conditions Precedent to All Extensions of Credit:

	 	Delivery of a borrowing notice, accuracy of representations and warranties
and absence of defaults.
	 
	 	 
	Conditions Precedent to Initial Extensions of Credit to
New  Revolving Borrowers:

	 	The making of the initial extension of credit under the Facility to a newly
designated Revolving Borrower will be conditioned upon (a) the delivery of
a joinder agreement in






 









 






  6





	 	 	 
	 

	 	respect of such Revolving Borrower, (b) the
guarantee and, on and after the Pledge Effectiveness Date, collateral
requirements set forth in the definitive credit documentation having been
satisfied with respect to such Revolving Borrower and each subsidiary and
parent entity thereof, (c) the delivery of such evidence of authority and
legal opinions as may be reasonably requested by the Administrative Agent
and (d) the delivery of information under “know your customer” and
anti-money laundering rules and regulations (including the Patriot Act).
	 
	 	 
	 

	 	No subsidiary may be designated as a Revolving Borrower if it shall be
unlawful for such subsidiary to borrow or for any Lender to lend to such
subsidiary under the Revolving Facility.
	 
	 	 
	Affirmative Covenants:

	 	Usual for facilities and transactions of this type, including covenants
with respect to delivery of financial statements, certificates and other
information; notices; payment of obligations; preservation of existence;
maintenance of properties; maintenance of insurance; compliance with laws;
books and records; inspection rights; use of proceeds; approvals and
authorizations; additional subsidiary guarantors; ERISA compliance; pledged
assets; and further assurances.
	 
	 	 
	Negative Covenants:

	 	Usual for facilities and transactions of this type, including covenants
with respect to liens; investments, including loans, advances and
guarantees; indebtedness (with additional limitations on subsidiary
indebtedness and a requirement that any permitted Takeout Financing (to be
defined) be applied to the repayment of borrowings and termination of
commitments under the Interim Facilities); fundamental changes;
dispositions (including sale and leaseback transactions); restricted
payments; change in nature of business; transactions with affiliates;
burdensome agreements; use of proceeds; capital expenditures; leases;
hazardous materials; indemnification; prepayment of indebtedness; and
changes in organization documents, changes in fiscal year and changes in
state of formation and form of entity of loan parties and other covenants
to be agreed upon to protect the benefits of any foreign subsidiary
guarantees. For purposes of the definitive credit agreement (including the
financial covenants set forth below), precious metals leases shall be
treated in a manner substantially similar to the treatment thereof under
the Existing Technitrol Credit Agreement.






 









 






  7





	 	 	 
	Financial Covenants:

	 	To include the following (with definitions of financial terms to be agreed):
	 
	 	 
	 

	 	(A) Maximum Leverage Ratio. A maximum ratio to be agreed upon by Parent
and the Arranger of (i) Indebtedness to (ii) Consolidated EBITDA, with step
downs to be agreed upon.

	 
	 	 
	 

	 	(B) Minimum Fixed Charge Coverage Ratio. A minimum ratio to be agreed upon
by Parent and the Arranger of (i) Consolidated EBITDA to (ii) Consolidated
Fixed Charges, with step ups to be agreed upon.

	 
	 	 
	Events of Default:

	 	Usual for facilities and transactions of this type, including nonpayment of
principal, interest or other amounts; violation of covenants; inaccuracy of
representations and warranties; cross default and cross acceleration to
material other indebtedness (including material obligations arising upon
the occurrence of termination events under swap contracts or the occurrence
of any default under any precious, semi-precious or other metal leases,
consignments or similar arrangements, consistent with the Existing
Technitrol Credit Agreement); bankruptcy and insolvency events; material
judgments; ERISA; actual or asserted invalidity of guarantees and, on and
after the Pledge Effectiveness Date, security documents; and Change of
Control (to be defined).
	 
	 	 
	Voting:

	 	Amendments and waivers of the definitive credit documentation will require
the approval of Lenders holding more than 50% of the aggregate amount of
loans and commitments under the Interim Facilities (the “Required
Lenders”), except that (a) the consent of each Lender adversely affected
thereby will be required with respect to, among other things, (i) increases
in commitments, (ii) reductions of principal, interest or fees,
(iii) extensions of final maturity, (iv) releases of material guarantees
(other than in connection with a disposition of the relevant guarantor
permitted by the definitive credit agreement) and (v) on and after the
Pledge Effectiveness Date, releases of liens on all or substantially all
the collateral, (b) the consent of each Lender will be required with
respect to modifications of (i) the voting percentage set forth in the
definition of the term “Required Lenders” and (ii) pro rata provisions and
(c) the consent of Lenders holding more than 50% of any class of loans and
commitments under the Interim Facilities shall be required with respect to
any amendment that by its terms adversely affects the rights of such class
in a manner different from its effect on the rights of other classes. The
consent of the Administrative Agent,






 









 






  8





	 	 	 
	 

	 	each Issuing Bank and the Swingline
Lender will be required to amend, modify or otherwise affect their
respective rights and duties.
	 
	 	 
	Cost and Yield Protection:

	 	Usual for facilities and transactions of this type, including protection
with respect to breakage costs, changes in capital requirements or their
interpretation, changes in circumstances or reserve requirements,
illegality and taxes (including withholding taxes, other than any such
withholding taxes imposed by the United States and in effect on the date of
the definitive credit agreement).
	 
	 	 
	Assignments and Participations:

	 	The Lenders will be permitted to assign all or a portion of their loans and
commitments with the consent, not to be unreasonably withheld, of
(a) Parent, unless an event of default has occurred and is continuing or
such assignment is an assignment (A) under the Term Facility to a Lender,
an affiliate of a Lender or an approved fund or (B) under the Revolving
Facility to a Lender with a commitment thereunder immediately prior to such
assignment, (b) the Administrative Agent and (c) in the case of assignments
under the Revolving Facility, each Issuing Bank and the Swingline Lender.
Each assignment (except an assignment of the entire remaining principal
amount of the assigning Lender’s loans or commitments or an assignment to
another Lender, an affiliate of a Lender or an approved fund) will be in a
minimum amount of $1,000,000, unless otherwise agreed by the Administrative
Agent and Parent. The Administrative Agent will receive a processing and
recordation fee of $3,500, payable by the assignor and/or the assignee,
with each assignment. Assignments will be by novation and will not be
required to be pro rata among the Interim Facilities.
	 
	 	 
	 

	 	The Lenders will be permitted to participate loans and commitments under
the Interim Facilities without restriction. Voting rights of participants
will be limited to customary matters.
	 
	 	 
	Expenses and Indemnification:

	 	All reasonable out-of-pocket expenses of the Administrative Agent, the
Arranger and their affiliates associated with the syndication of the
Interim Facilities and the preparation, execution, delivery,
administration, waiver or modification and enforcement of the definitive
documentation for the Interim Facilities (including the reasonable fees,
disbursements and other charges of counsel) are to be paid by the
Borrowers. In addition, all out-of-pocket expenses of any Lender
(including the fees, disbursements and other charges of counsel) for
enforcement costs and documentary






 









 






  9





	 	 	 
	 

	 	taxes associated with the Interim
Facilities are to be paid by the Borrowers.
	 
	 	 
	 

	 	The Borrowers will indemnify the Administrative Agent, the Arranger, the
Lenders and their affiliates and their respective directors, officers,
employees, agents, advisors, representatives and controlling persons, for,
and hold them harmless from and against, all costs, expenses (including
reasonable fees, disbursements and other charges of counsel) and
liabilities of any such indemnified person in connection with the
Transactions, the Interim Facilities or any transaction contemplated
thereby or any related claim, litigation, investigation or other proceeding
(whether or not any such person is a party thereto and irrespective of
whether any of the foregoing is brought by a Borrower or by a third party);
provided that such indemnity shall not, as to any indemnitee, be available
to the extent that such costs, expenses and liabilities are found in a
final, nonappealable judgment of a court of competent jurisdiction to have
resulted from its gross negligence or willful misconduct.
	 
	 	 
	Governing Law and Forum:

	 	New York.
	 
	 	 
	Counsel to Administrative Agent and Arranger:

	 	Cravath, Swaine & Moore LLP.







 











 





ANNEX I

to EXHIBIT A




	 	 	 
	Interest Rates:

	 	The interest rates under the Interim Facilities
will be, at the option of the applicable Borrower,
Adjusted LIBOR plus 1.25% per annum or ABR plus
0.25% per annum (such spreads being referred to as
the “Spreads”). The Spreads will increase to be
Adjusted LIBOR plus 2.00% per annum or ABR plus
1.00% per annum on the date that is 180 days after
the Closing Date.
	 
	 	 
	 

	 	All swingline loans will be ABR loans.
	 
	 	 
	 

	 	As used herein:
	 
	 	 
	 

	 	“Adjusted LIBOR” means the London interbank offered
rate, adjusted for statutory reserve requirements.
	 
	 	 
	 

	 	“ABR” means the higher of (a) JPMCB’s Prime Rate
and (b) the Federal Funds Effective Rate plus 1/2
of 1% per annum.
	 
	 	 
	Interest Periods:

	 	Adjusted LIBOR borrowings may be made for interest
periods of one, two, three or six months, as
selected by the applicable Borrower.
	 
	 	 
	Letter of Credit Fees:

	 	A per annum fee equal to the spread over Adjusted
LIBOR under the Revolving Facility will accrue on
the aggregate face amount of outstanding Letters of
Credit. Such fees shall be distributed to the
Lenders pro rata in accordance with the amount of
each such Lender’s commitment under the Revolving
Facility. In addition, Parent shall pay to each
Issuing Bank, for its own account, (a) a fronting
fee separately agreed between such Issuing Bank and
Parent on the aggregate face amount of outstanding
Letters of Credit issued by such Issuing Bank and
(b) customary issuance and administration fees.
	 
	 	 
	Commitment Fees:

	 	Parent shall pay a commitment fee of 0.275% per
annum on the average daily unused portion of the
Revolving Facility. The commitment fee will
increase to 0.50% per annum from and including the
date that is 180 days after the Closing Date.
	 
	 	 
	Default Rate:

	 	With respect to overdue principal, the applicable
interest rate plus 2.00% per annum and, with
respect to any other overdue amount, the interest
rate applicable to ABR loans plus 2.00% per annum.
Such default interest shall also be payable, upon
request of the Required Lenders, at any time






 









 





2




	 	 	 
	 

	 	when
an Event of Default shall have occurred and is
continuing.
	 
	 	 
	General:

	 	Interest and fees will be payable in arrears on the
basis of a 360-day year (in the case of ABR loans
based on JPMCB’s Prime Rate, on the basis of a year
of 365-days (or 366 days in a leap year)), in each
case calculated on the basis of the actual number
of days elapsed. Interest on Adjusted LIBOR loans
will be payable on the last day of the applicable
interest period (and, in the case of Adjusted LIBOR
loans with interest periods longer than three
months, at the end of each three months) and upon
prepayment, and on ABR loans quarterly and upon
prepayment. Fees under the Revolving Facility will
be payable quarterly and upon maturity or
termination of commitments under the Revolving
Facility.






 









 





			
	CONFIDENTIAL
	 	ANNEX II

to EXHIBIT A






Project Hummingbird

$200,000,000 Interim Senior Term Loan Facility

$300,000,000 Interim Senior Revolving Credit Facility

Summary of Additional Conditions Precedent




     The initial borrowing under the Interim Facilities will be subject to the following conditions
precedent. Capitalized terms used in this Annex II shall have the meanings set forth in Exhibit A
attached to the Commitment Letter to which this Annex II is attached (the “Commitment
Letter”).



     (a) The Purchase Agreement shall be reasonably satisfactory to JPMorgan and JPMCB. The
conditions set forth in the Purchase Agreement shall have been satisfied and the Acquisition shall
have been consummated, or shall substantially concurrently with the initial borrowing under the
Interim Facilities be consummated, in accordance with applicable law and the Purchase Agreement (in
each case without giving effect to any waivers or amendments that, individually or in the
aggregate, could have consequences adverse to the Lenders in any material respect and that have not
been consented to by the Arranger).



     (b) All amounts outstanding under the Existing Sonion Credit Agreement shall have been, or
substantially concurrently with the initial borrowing under the Interim Facilities shall be,
repaid, and all commitments thereunder and liens created in connection therewith shall have been,
or substantially concurrently with the initial borrowing under the Interim Facilities shall be,
terminated and released.



     (c) Parent shall have repaid, or shall substantially concurrently with the initial borrowing
under the Interim Facilities repay, all amounts outstanding under the Existing Technitrol Credit
Agreement, and all commitments thereunder and liens created in connection therewith shall have
been, or shall substantially concurrently with the initial borrowing under the Interim Facilities
be, terminated and released.



     (d) After giving effect to the Transactions and the other transactions contemplated hereby,
(i) none of Parent, the Company or any of their respective subsidiaries shall have outstanding any
indebtedness or preferred stock, other than (A) loans and other extensions of credit under the
Interim Facilities and indebtedness refinancing or replacing the Interim Facilities and (B) other
limited indebtedness to be agreed upon by Parent and the Arranger, and (ii) the Company shall have
no outstanding share capital (or any warrants or securities convertible into, or exchangeable or
exercisable for, share capital) other than share capital owned by Parent and its subsidiaries and
treasury shares owned by the Company.



     (e) The Arranger shall have received (i) audited consolidated balance sheets and related
consolidated statements of income and cash flows of each of Parent and the Company and their
respective consolidated subsidiaries for the three most recently completed fiscal years, excluding
the fiscal year ending December 31, 2007, if



 









 





2



audited statements for such year are not yet available (and the audit reports for such
financial statements shall not be subject to any qualification) and (b) unaudited consolidated
balance sheets and related consolidated statements of income and cash flows of each of Parent and
the Company and their respective consolidated subsidiaries for each subsequent fiscal quarter ended
at least 45 days prior to the Closing Date, which financial statements shall be prepared in
accordance with GAAP or, in the case of the Company and its consolidated subsidiaries, IFRS.




     (f) The Administrative Agent shall have received an unaudited pro forma consolidated balance
sheet of Parent as of the Closing Date and the related consolidated statements of income and cash
flows of Parent for the period of four consecutive fiscal quarters most recently ended prior to the
Closing Date, in each case prepared in accordance with GAAP and giving effect to the Transactions
and the other transactions contemplated hereby.



     (g) The Administrative Agent shall have received the consolidated financial projections of
Parent, prepared in accordance with GAAP and giving effect to the Transactions and the other
transactions contemplated hereby, for the fourth fiscal quarter of 2007 and for the years 2008
through 2012 (which projections, in the case of projections for 2008 and 2009, shall be presented
on a quarterly basis). Such projections shall be consistent in all material respects with the
financial information heretofore provided to the Arranger and shall be reasonably satisfactory to
the Arranger.



     (h) The Administrative Agent shall have received customary evidence of organization,
existence, good standing and authority, customary legal opinions, a customary solvency certificate
and other customary closing certificates.



     (i) The Administrative Agent shall have received the results of customary lien searches. The
guarantees shall have been executed and shall be in full force and effect, or substantially
simultaneously with the initial borrowing under the Interim Facilities shall be executed and in
full force and effect.



     (j) The Lenders shall have received all documentation and other information required by bank
regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and
regulations, including the Patriot Act, that has been requested in writing not less than five
business days prior to the Closing Date.