exv10w28



 




EXHIBIT 10.28



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

Fee Letter




Ladies and Gentlemen:




          Reference is made to the Commitment Letter dated the date hereof (the “Commitment
Letter”) among you, JPMorgan Chase Bank, N.A. (“JPMCB”) and J.P. Morgan Securities Inc.
(“JPMorgan”). Terms used but not defined in this letter agreement have the meanings
assigned to them in the Commitment Letter (including the exhibits thereto). This is the Fee Letter
referred to in the Commitment Letter.




          As consideration for JPMCB’s commitments and JPMorgan’s agreements under the Commitment Letter
with respect to the Facilities, you agree to pay, or to cause to be paid, to JPMCB:





     (a) in the event the Interim Facilities shall become effective, an underwriting and
arrangement fee (the “Interim Facilities Fee”) equal to 1.00% of the aggregate
principal amount of the Interim Facilities, payable in full on the date of, and subject to,
the effectiveness thereof; and




     (b) in the event the Five-Year Facilities shall become effective, an underwriting and
arrangement fee equal to 0.75% of the aggregate principal amount of the Five-Year
Facilities, reduced (but not below zero) by any amount previously paid on account of the
Interim Facilities Fee, payable in full on the date of, and subject to, the effectiveness
thereof.




          You further agree to pay, or to cause to be paid, to JPMCB an annual
administration fee in respect of the Facilities in the amount of $50,000, payable in full on
the date of execution of definitive documentation in respect of the first of the Facilities





 









 






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and
annually in advance on each anniversary thereof prior to the maturity or termination of the last of
the Facilities and the payment in full of all amounts owing thereunder.




          You agree that you shall be responsible for any participation fees required to be paid to
lenders under the Five-Year Facilities in order to ensure a successful syndication of the Five-Year
Facilities. Such participation fees shall be determined by you and JPMorgan in light of the then
prevailing market conditions.




          You agree that, once paid, the fees or any part thereof payable hereunder or under the Term
Sheet shall not be refundable; provided, however, that in the event (a) you shall
have paid, or shall have caused to be paid, to JPMCB the Interim Facilities Fee and (b) loans under
the Interim Facilities are permanently repaid (and, in the case of repayment of loans under the
Revolving Facility, the corresponding commitments under the Revolving Facility are terminated) or,
upon repayment of all loans under the Revolving Facility, commitments under Revolving Facility are
replaced, in each case, on any date prior to the date that is 180 days after the Closing Date with
the proceeds of loans or with commitments, as applicable, under Five-Year Facilities for which
JPMorgan and JPMCB shall have acted in the capacities set forth in the Commitment Letter, then a
portion of the Interim Facilities Fee equal to the product of (i) 0.25% and (ii) the aggregate
principal amount of loans under the Interim Facilities that are so permanently repaid on any such
date, or the amount of the commitments under the Revolving Facility that are so replaced on any
such date, shall be refunded by JPMCB on each such date of repayment or replacement.




          All fees payable hereunder shall be paid in immediately available funds, and shall be in
addition to reimbursement of JPMCB’s and JPMorgan’s out-of-pocket expenses.




          You also agree that if, in connection with the consummation of the Acquisition, or any other
transaction pursuant to which you or any of your subsidiaries shall acquire all or a majority of
the outstanding share capital of the Company, or all or a majority of the assets of the Company and
its subsidiaries, taken as a whole, you obtain debt financing in lieu of the Facilities
(notwithstanding a willingness on the part of JPMCB to provide the Facilities on the terms set
forth in the Commitment Letter), then you shall pay to JPMCB an amount equal to 0.75% of the
aggregate principal amount of the Five-Year Facilities contemplated by the Commitment Letter.




          You agree to engage one or more investment banks (collectively, the “Investment Bank”)
reasonably satisfactory to JPMCB to place, when and as provided below (and, in any event, only if
the Interim Facilities shall have become effective), publicly or privately, equity or debt
securities (which may include senior and subordinated securities, discount securities and any
combination of any of the foregoing) issued by you or any of your subsidiaries (the
“Securities”) that will provide proceeds in an aggregate amount sufficient to repay all of
the principal and other amounts then outstanding or available for borrowing under the Interim
Facilities. You agree that if any
Securities are issued as provided below, the proceeds thereof will be used to repay borrowings
and reduce commitments under the Interim Facilities. You shall take actions





 









 






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reasonably necessary
or desirable so that the Investment Bank can, as soon as practicable after each notice of a Takeout
Demand (as defined below) is given, publicly or privately place, in one or more offerings or
placements, the Securities, including, if so requested by the Investment Bank, using your
commercially reasonable efforts to procure ratings of Securities from each of S&P and Moody’s.
Subject to the other provisions and limitations of this paragraph, the Investment Bank, in its
reasonable discretion after consultation with you, shall determine whether, and in what amounts,
the Securities shall be issued by you and the amount of each series of Securities to be issued if
the Securities are to be issued in a series of offerings and/or placements and what type of
Securities or combination of Securities are to be issued. If the Interim Facilities shall have
become effective, you will, and will cause your applicable subsidiaries to, upon notice by the
Investment Bank (a “Takeout Demand”) given at any time and from time to time (a) on or
after the date that is 180 days after the Closing Date and (b) prior to the date 364 days after the
Closing Date that, in its opinion, market conditions are such that the conditions specified in
clause (ii) of the following proviso can be satisfied, cause the issuance and sale of the
Securities upon such terms and conditions as are specified in the Takeout Demand; provided
that (i) the interest rate (which may be fixed or floating) shall be determined by the Investment
Bank in light of the then prevailing market conditions for comparable securities, (ii) the stated
maturity of such Securities shall be not less than five and one-half years, (iii) such Securities
will be issued pursuant to one or more indentures that shall contain such terms, conditions and
covenants as are typical and customary for debt securities offerings of such type, (iv) all other
arrangements with respect to such Securities shall be reasonably satisfactory in all respects to
the Investment Bank and you in light of the then prevailing market conditions and (v) you shall not
be required to issue any Securities that would not be permitted to be issued under the terms of the
definitive documentation for the Facilities in the absence of an amendment that cannot be obtained.
The agreements set forth in this paragraph shall remain in full force and effect after the funding
of any portion of the Facilities.




          It is understood and agreed that this letter agreement shall not constitute or give rise to
any obligation to provide any financing; such an obligation will arise only under the Commitment
Letter if it is accepted in accordance with its terms.




          You agree that you will not disclose this letter agreement or the contents hereof other than
as permitted by the Commitment Letter.




          This letter agreement may not be amended or any provision hereof waived or modified except by
an instrument in writing signed by JPMCB, JPMorgan and you. This letter agreement 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 letter agreement by facsimile or other electronic transmission shall be effective as
delivery of a manually executed counterpart of this letter agreement. You agree that any and all
rights of JPMCB or JPMorgan hereunder may be exercised by or through their respective
affiliates. This letter agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.




 









 







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          Please confirm that the foregoing is our mutual understanding by signing and returning to us
one executed original of this letter agreement.




	 	 	 	 	 
	 	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