Item 1.01. Entry into a Material Definitive Agreement

On June 8, 2009, Technitrol finalized Amendment No. 1 to its credit agreement with JPMorgan Chase Bank and other lender banks. The amendment allows for the divestiture of the Medtech business and subsequent business divestitures and adjusts certain debt covenants and other provisions in connection with such divestitures.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Amendment No. 1 attached hereto as Exhibit 10.5(1) which is incorporated herein by reference. Investors in Technitrol and other persons not party to this agreement should not rely for any purpose on the covenants, representations or warranties made therein, or consider them as statements of fact or as representing the current state of Technitrol's affairs.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 10.5(1) - Amendment No. 1 among Technitrol, Inc. and certain of its subsidiaries, JPMorgan Chase Bank, N.A. and other lenders party thereto.

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