Item 1.01. Entry into a Material Definitive Agreement

On June 15, 2009, Technitrol finalized a Waiver regarding its credit agreement with JPMorgan Chase Bank and other lender banks. The Waiver was executed in connection with the previously announced Amendment No. 1 to the credit agreement and the divestiture of the Medtech business.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Waiver attached hereto as Exhibit 10.5(2) which is incorporated herein by reference. Investors in Technitrol and other persons not party to the Waiver should not for any purpose rely on the covenants, representations or warranties made in it, 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(2) - Waiver among Technitrol, Inc., JPMorgan Chase Bank, N.A. and other lenders party thereto.

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