THOMAS & BETTS CORP
FIRST AMENDMENT TO AMENDED/RESTATED CREDIT AGRMT.
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>9
<FILENAME>d12508exv10w18.txt
<DESCRIPTION>FIRST AMENDMENT TO AMENDED/RESTATED CREDIT AGRMT.
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.18

            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

                                  C$45,000,000

                                      AMONG

                             THOMAS & BETTS, LIMITED
                     AND ANY OF ITS DESIGNATED SUBSIDIARIES
                            WHICH MAY BECOME A PARTY
                     TO THIS AGREEMENT, AS SOLIDARY BORROWER

                                     - AND -

                       CANADIAN IMPERIAL BANK OF COMMERCE
                      AND ANY OTHER FINANCIAL INSTITUTIONS
             WHICH MAY BECOME A PARTY TO THIS AGREEMENT, AS LENDERS

                                    - WITH -

                       CANADIAN IMPERIAL BANK OF COMMERCE

                                    AS AGENT

                       EFFECTIVE AS OF SEPTEMBER 24, 2003

<PAGE>

WHEREAS the Lead Borrower and the Designated Subsidiaries are indebted to the
Lenders under that certain Credit Agreement dated as of March 24, 1999, entered
into between Thomas & Betts Corporation and any of its Designated Subsidiaries
which may become a party to such agreement, as borrowers, Canadian Imperial Bank
of Commerce and any other financial institutions which may become party to such
agreement, as lenders, and Canadian Imperial Bank of Commerce, as agent, as
amended by First Amendment to Credit Agreement dated as of September 20, 2000,
by Waiver and Second Amendment to Credit Agreement dated as of July 1, 2001, by
Amended Waiver and Third Amendment to Credit Agreement dated as of August 2,
2001, by the appointment of T&B Commander Limited Partnership as Designated
Subsidiary by letter dated August 6, 2000, by Waivers by the Canadian Imperial
Bank of Commerce to Thomas & Betts Corporation, Thomas & Betts, Limited and T&B
Commander Limited Partnership dated respectively September 26, 2001, October 11,
2001, November 29, 2001, December 14, 2001 and December 21, 2001, and by an
Amended and Restated Credit Agreement dated as of December 27, 2001 between and
amongst Thomas & Betts, Limited and any of its Designated Subsidiaries which may
become a party to such Agreement, as solidary Borrower, Canadian Imperial Bank
of Commerce and any other financial institutions which may become a party to
such Agreement, as Lenders, with Canadian Imperial Bank of Commerce, as Agent
(for the purposes of this First Amendment to Amended and Restated Credit
Agreement, the "CREDIT AGREEMENT");

WHEREAS it is now opportune to amend the Credit Agreement to, among other
things, (i) increase the Total Commitment (ii) change the pricing of Borrowings
thereunder, and (iii) modify certain of the representations, warranties and
covenants of the Lead Borrower, all as set forth herein;

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1.       The preamble is an integral part hereof. Unless modified as provided in
         these presents, defined terms used herein shall have the same meaning
         as the one ascribed to them in the Credit Agreement.

2.       Section 1.1 of the Credit Agreement is hereby amended in order to
         delete the definition of "Applicable Base Rate Margin", "Applicable
         Margin", "Applicable LIBOR Margin", "Applicable Prime Rate Margin",
         "Commitment Fee Rate", "EBITDA", "Fixed Charge Ratio", "Fixed Charges",
         "Letter of Credit Fee Rate" and "Performance Pricing Determination
         Date".

3.       Section 1.1 of the Credit Agreement is hereby amended in order to
         replace the definitions of "Eligible Accounts Receivable", "Eligible
         Inventory", "Maturity Date", "Original Credit Agreement", "Security
         Documents", "Senior Financial Officer", "Total Commitment" and "US
         Credit Agreement", by the following:

                  "ELIGIBLE ACCOUNTS RECEIVABLE" means, all of the claims, book
                  debts and accounts receivable of the Borrower (net of credit
                  notes) which are subject to the Liens created by the Security
                  Documents, for which the account debtor is not an Affiliate
                  and is located in Canada or in the United States of America
                  (or, if located in another jurisdiction, for which the
                  applicable claim, book debt or account receivable is supported
                  by a letter of credit acceptable to the Agent that

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                                                                               2

                  has been assigned or charged to the Agent or the Lenders) and
                  which are outstanding for less than 90 days, other than such
                  claims, book debts and accounts receivable which are being
                  disputed by the account debtors or are considered to
                  constitute bad debts or doubtful accounts under generally
                  accepted accounting principles, and other than inter-company
                  receivables;

                  "ELIGIBLE INVENTORY" means all of the inventory of the
                  Borrower (valued at the lower of cost, determined using the
                  first-in-first-out method, replacement cost and net realizable
                  value, but in no event valued at greater than fair market
                  value), which consists of finished goods inventory (but in no
                  event work in process), together with raw materials of the
                  Borrower, which are, in all cases, located in the Province of
                  Quebec and are subject to the Liens created by the Security
                  Documents, excluding therefrom (i) any supplies, spare parts,
                  goods returned or rejected by customers (ii) supplies, spare
                  parts and goods that are not saleable, (iii) goods to be
                  returned to suppliers, (iv) goods in transit and (v) goods
                  held under consignment or subject to title retention
                  agreements pending complete payment or subject to any other
                  special arrangement affecting the title of the Borrower;

                  "MATURITY DATE" means three years from the Effective Date
                  hereof as defined in Section 25 below;

                  "ORIGINAL CREDIT AGREEMENT" means that certain Credit
                  Agreement dated as of March 24, 1999, entered into between
                  Thomas & Betts Corporation and any of its Designated
                  Subsidiaries which may become a party to such agreement, as
                  borrowers, Canadian Imperial Bank of Commerce and any other
                  financial institutions which may become party to such
                  agreement, as lenders, and Canadian Imperial Bank of Commerce,
                  as agent, as amended by First Amendment to Credit Agreement
                  dated as of September 20, 2000, by Waiver and Second Amendment
                  to Credit Agreement dated as of July 1, 2001, by Amended
                  Waiver and Third Amendment to Credit Agreement dated as of
                  August 2, 2001, by the appointment of T&B Commander Limited
                  Partnership as Designated Subsidiary by letter dated August 6,
                  2000, and by Waivers by the Canadian Imperial Bank of Commerce
                  to Thomas & Betts Corporation, Thomas & Betts, Limited and T&B
                  Commander Limited Partnership dated respectively September 26,
                  2001, October 11, 2001, November 29, 2001, December 14, 2001
                  and December 21, 2001, by an Amended and Restated Credit
                  Agreement dated as of December 27, 2001 between and amongst
                  Thomas & Betts, Limited and any of its Designated Subsidiaries
                  which may become a party to such Agreement, as solidary
                  Borrower, Canadian Imperial Bank of Commerce and any other
                  financial institutions which may become a party to such
                  Agreement, as Lenders, with Canadian Imperial Bank of
                  Commerce, as Agent;

                  "SECURITY DOCUMENTS" is the collective reference to (i) the
                  movable hypothecs that the Borrower grants in favour of the
                  Lenders as a continuing collateral guarantee for the execution
                  and payment of the Borrower's obligations under the Credit
                  Agreement, as same may be amended, supplemented or restated
                  from

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                                                                               3

                  time to time, (ii) the documents pursuant to the terms of
                  which the Borrower assigns its inventory in favour of any
                  Lender that is a bank under the Bank Act (Canada), the whole
                  pursuant to the provisions of Section 427 of the Bank Act
                  (Canada), (iii) the corporate guarantee from the US Parent in
                  favour of the Lenders for the payment of the Borrower's
                  obligations under the Credit Agreement as amended by these
                  presents, and as such Credit Agreement may further be amended,
                  supplemented or restated from time to time, and (iv) the fire
                  insurance coverage on the Borrower's inventory naming the
                  Canadian Imperial Bank of Commerce as beneficiary;

                  "SENIOR FINANCIAL OFFICER" means the senior officers of the
                  Borrower from time to time serving as its Vice-President
                  Finance, Treasurer, Assistant-Treasurer or any other senior
                  officer of the Borrower occupying similar functions, whatever
                  his/her actual title;

                  "TOTAL COMMITMENT" means the several obligations of the
                  Lenders to make available to the Borrower an aggregate
                  principal amount of C$45,000,000 (or the Equivalent Amount
                  thereof), to the extent not cancelled, reduced, or terminated
                  pursuant to this Agreement;

                  "US CREDIT AGREEMENT" means the credit agreement dated as of
                  June 25, 2003, and entered into between the US Parent, as
                  Borrower, the subsidiaries of the US Parent party thereto as
                  guarantors, the financial institutions party thereto as
                  lenders, Wachovia Bank, National Association as issuing bank,
                  Wachovia Securities, Inc. as arranger and Wachovia Bank,
                  National Association as administrative agent, as the same may
                  be amended, extended, restated or supplemented from time to
                  time.

4.       Article I of the Credit Agreement is hereby amended by adding after
         Section 1.6 thereof the following Section:

         "1.7     SENIOR FINANCIAL OFFICER

                  Any and all obligations, notices, certificates or other
                  documents from the Borrower that are required under this
                  Agreement, may be validly fulfilled for or signed by a Senior
                  Financial Officer of the Borrower, as the case may be, on
                  behalf of the Borrower."

5.       Section 2.1 of the Credit Agreement is hereby amended by:

         (i)      deleting the word "and" at the end of paragraph (o);

         (ii)     replacing the period at the end of paragraph (p) by a
                  semi-colon;

         (iii)    by adding the following paragraph (q) immediately after
                  paragraph (p):

                  "(q)     the Borrower maintains, with financially sound and
                           reputable insurers, physical damage and liability
                           insurance with respect to its properties and

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                                                                               4

                           business, against loss or damage of the kinds
                           customarily insured against by corporations of
                           established reputation engaged in the same or similar
                           businesses and similarly situated, and of such types
                           and in such amounts as are customarily carried under
                           similar circumstances by such other corporations. "

6.       Section 3.1(a) of the Credit Agreement is hereby amended to read as
         follows:

         "FORTY-FIVE MILLION CANADIAN DOLLARS (C$45,000,000) or the Equivalent
         Amount thereof; and"

7.       Section 4.5 (b) of the Credit Agreement is hereby amended to read as
         follows:

         "each Bankers' Acceptance has a term of thirty (30), sixty (60), ninety
         (90) or one hundred and eighty (180) days, provided that no Bankers'
         Acceptance shall in any event have a term which expires beyond the
         Maturity Date";

8.       The first paragraph of Section 4.9 of the Credit Agreement is hereby
         amended to read as follows:

         "Where at any particular time the Borrower has availed itself of US
         Dollar Borrowings and, by reason of fluctuations in the exchange rate
         applicable thereto, the Equivalent Amount of the US Dollar Borrowings
         together with all other Borrowings outstanding hereunder at any time,
         is greater than the lesser of the Borrowing Base and the Available
         Commitment at the particular time, then the Borrower shall, if so
         requested by the Agent, forthwith pay to the Lenders such excess
         amount, subject to the Borrower's rights to reborrow such amount or
         part thereof if, on the basis of a future calculation made by the
         Agent, the Agent determines that the aggregate amount of US Dollar
         Borrowings and all other Borrowings outstanding hereunder is less than
         the lesser of the Borrowing Base and the Available Commitment at the
         particular time."

9.       The first paragraph of Section 5.3 of the Credit Agreement is hereby
         amended to read as follows:

         "The Lead Borrower shall have the option at any time, subject to giving
         the Agent five (5) Business Days irrevocable prior written notice to
         that effect in the form and substance of Schedule 5.3, to cancel all or
         part of the Total Commitment and thus permanently reducing the
         Available Commitment by an equal amount as and from the date that such
         cancellation takes effect. No such commitment cancellation may be made
         for less than five million dollars ($5,000,000) and shall be for whole
         multiples of one million dollars ($1,000,000), except where the entire
         balance of the Total Commitment is cancelled."

10.      Article V of the Credit Agreement is hereby amended by adding after
         Section 5.3 thereof the following Section:

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                                                                               5

         "5.4     MANDATORY PREPAYMENTS

                  Notwithstanding anything herein contained to the contrary, the
                  Borrower shall forthwith repay to the Lenders:

                  (a)      Any excess of the Credit Facility (to the extent
                           utilized at any time) over the lesser of the Total
                           Commitment and the Borrowing Base; and

                  (b)      Net proceeds of asset dispositions of the Borrower
                           exceeding $2,500,000, other than sales of inventory
                           and equipment in the ordinary course of business,
                           within ten (10) business days of closing of such
                           disposition, subject however to the right of the
                           Borrower to replace the assets which have been the
                           object of such disposition. "

11.      The first paragraph of Section 7.1 of the Credit Agreement is hereby
         amended to read:

                  "On each Interest Payment Date the Borrower shall pay to the
                  Agent for the account of the Lenders interest at a rate per
                  annum equal to the Prime Rate plus 0.25%, in respect of all
                  outstanding Borrowings by way of Prime Rate Loans."

12.      The first paragraph of Section 7.2 of the Credit Agreement is hereby
         amended to read:

                  "On each Interest Payment Date the Borrower shall pay to the
                  Agent for the account of the Lenders interest at a rate per
                  annum equal to the Base Rate plus 0.25%, in respect of all
                  outstanding Borrowings by way of Base Rate Loans."

13.      The first paragraph of Section 7.3 of the Credit Agreement is hereby
         amended to read:

                  "On each LIBOR Interest Payment Date, the Borrower shall pay
                  the Agent for the account of the Lenders interest in US
                  Dollars on Borrowings by way of LIBOR Loans at a rate per
                  annum equal to LIBOR plus 1.75%, on the applicable LIBOR
                  Interest Payment Date."

14.      Section 8.1 of the Credit Agreement is hereby amended to read:

         "The Borrower shall pay to the Agent, for the account of the Lenders, a
         commitment fee (the "COMMITMENT FEE") at a rate per annum for any given
         day applied to the unused available portion of the Credit Facility,
         equal to 0.25%, calculated in arrears on the basis of the actual number
         of days elapsed divided by 365, payable monthly in arrears on the last
         day of each month in every year, and on the day on which (i) the
         Borrowings are fully repaid to the Lenders by the Borrower in
         principal, interest and costs, and (ii) the Lenders have no further
         obligation to make any Borrowing available to the Borrower. This
         Commitment Fee will be computed from the effective date of the First
         Amendment to Amended and Restated Credit Agreement, with the first of
         such payments to be made for the period ending on September 30, 2003.

         Notwithstanding the foregoing, should the average of the deposits of
         the Borrower held by the Canadian Imperial Bank of Commerce be inferior
         to C$15,000,000 for sixty (60)

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                                                                               6

         consecutive days or more then, as long as this situation continues the
         Commitment Fee rate shall be as follows:

         (i)      0.625% per annum if this situation occurs between the
                  thirty-sixth (36th) month and the twenty-fourth (24th) month
                  preceding the Maturity Date,

         (ii)     0.45% per annum if this situation occurs between the
                  twenty-fourth (24th) month and the twelfth (12th) month
                  preceding the Maturity Date, and

         (iii)    0.25% if this situation occurs between the twelfth (12th)
                  month preceding the Maturity Date and the Maturity Date."

15.      Section 8.2 of the Credit Agreement is hereby amended to read:

         "Where the Lead Borrower notifies the Agent that a Borrowing is to be
         made by way of Bankers' Acceptances, the Borrower shall pay the Agent
         for the account of each Lender having accepted such Bankers'
         Acceptances, forthwith upon the acceptance of each such Bankers'
         Acceptance, Stamping Fees in Canadian Dollars in each case calculated
         by multiplying the face value of each Bankers' Acceptance so accepted
         by a rate per annum equal to 1.75% and on the basis of the number of
         days to maturity of such Bankers' Acceptance based on a three hundred
         and sixty five (365) day year. "

16.      Section 9.1 of the Credit Agreement is hereby amended to read:

         "For cash management and general operating requirements of the
         Borrower, a C$5,000,000 (or the Equivalent Amount thereof) Overdraft
         and Letter of Credit facility carve-out will be established by the
         Canadian Imperial Bank of Commerce, upon terms and conditions,
         including Letter of Credit fees equal to the greater of (i) $250 and
         (ii) 1.75% per annum of the face value thereof, and evidenced by such
         documents, contracts and agreements, as may be agreed upon from time to
         time between the Canadian Imperial Bank of Commerce and any of the Lead
         Borrower or any Designated Subsidiary; provided that interest rates on
         the Overdraft shall be the same, as the case may be, as those provided
         for Prime Rate Loans and Base Rate Loans under this Agreement. Such
         documents, contracts and agreements may consist, inter alia, of one or
         many Group Banking Agreements, one or many Cash Management Services
         Agreements, or one or many similar Centralized Cash Management
         Agreements (collectively, the "CCC"), being agreed that such CCC may
         include and encompass Persons other than the Borrower hereunder, with
         which the Borrower specifically agrees by its signature to these
         presents. Such carve-out will not reduce the availability under the
         Credit Facility unless it is used to support the CCC. Any utilization
         of this Overdraft and Letter of Credit facility carve-out shall be
         considered a Borrowing, and shall rank pari passu with the other
         utilizations of this Credit Facility. "

17.      Section 11.3 of the Credit Agreement is hereby amended by:

         (i)      deleting the word "and" at the end of paragraph (b);

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                                                                               7

         (ii)     replacing the period at the end of paragraph (c)(ii) by a
                  semi-colon and adding the word "and" after the semi-colon;

         (iii)    by adding the following paragraph (d) immediately after
                  paragraph (c)(ii):

                  "(d)     that it, and its subsidiaries, will conduct their
                  business and maintain all their property in material
                  compliance with all federal, provincial and municipal
                  environmental statues, regulations and by-laws. The Borrower
                  will indemnify and hold harmless each of the Lenders and their
                  respective directors, officers, employees and agents in
                  respect of any cost, losses, damages, expenses, judgments,
                  suits, claims, awards, fines, sanctions and liabilities
                  whatsoever (including any costs or expenses of preparing any
                  necessary environmental assessment report or other such
                  reports) arising out of or in respect of: (i) the release of
                  any hazardous or toxic waste or other substance into the
                  environment from any property of the Borrower or any of its
                  subsidiaries, and (ii) the remedial action (if any) taken by
                  the Lender in respect of any such release, contamination or
                  pollution. This indemnity will survive the repayment or
                  cancellation of the Credit Facility or the termination of the
                  Credit Agreement."

18.      Section 12.1 of the Credit Agreement is hereby amended by:

         (i)      deleting the word "and" at the end of paragraph (h);

         (ii)     replacing the period at the end of paragraph (i) by a
                  semi-colon and adding the word "and" after the semi-colon; and

         (iii)    by adding the following paragraph (j) immediately after
                  paragraph (i):

                  "(j)     completion of financial, business and legal due
                  diligence at Lenders' satisfaction."

19.      Section 13.1 of the Credit Agreement is hereby amended by:

         (i)      deleting the word "and" at the end of paragraph (k);

         (ii)     amending paragraph (l) to read:

                  "there shall be maintained in force at all times (i) a deed of
                  movable hypothec in the Province of Quebec to be granted by
                  each of the Lead Borrower and the Designated Subsidiaries in
                  favour of the Lenders (collectively, the "HYPOTHECS"), in form
                  and substance reasonably satisfactory to the Agent, together
                  with the appropriate documents necessary to register the
                  Hypothecs, in order to grant to the Lenders a first ranking
                  hypothec on all inventory located in the Province of Quebec
                  and accounts receivable, present and future, of each of the
                  Lead Borrower and the Designated Subsidiaries, which Hypothecs
                  shall secure all of the Borrower's obligations under the
                  Credit Agreement, including all of the Borrower's obligations
                  with respect to the Overdraft and Letter of Credit facility,
                  (ii) the guarantee provided in Section 427 of the Bank Act
                  (Canada) for the Lead

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                                                                               8

                  Borrower and the Designated Subsidiaries (the "427
                  DOCUMENTS"), (iii) a corporate guarantee from the US Parent in
                  favour of the Lenders for the payment of the Borrower's
                  obligations under the Credit Agreement, as same may be
                  amended, supplemented or restated from time to time, and (iv)
                  fire insurance coverage on the Borrower's inventory naming the
                  Canadian Imperial Bank of Commerce as beneficiary;" and

         (iii)    by adding the following paragraphs (m) and (n) immediately
                  after paragraph (l):

                  "(m)     duly and punctually pay and satisfy all other
                           indebtedness and material obligations of the
                           Borrower, except where contested in good faith
                           through appropriate proceedings and except where any
                           failure to do so does not have, and could not
                           reasonably be expected to have, a material adverse
                           effect in the reasonable opinion of the Agent; and

                  (n)      use the Credit Facility in accordance with its
                           purpose."

20.      Section 13.2 of the Credit Agreement is hereby amended by:

         (i)      deleting the word "and" at the end of paragraph (b);

         (ii)     replacing the period at the end of paragraph (c) by a
                  semi-colon; and

         (iii)    by adding the following paragraphs (d), (e) and (f)
                  immediately after paragraph (c):

                  "(d)     provide the Agent with a monthly Borrowing Base
                  certificate of the Borrower when the Credit Facility is drawn;

                  (e)      provide the Agent, upon request by the Agent, with a
                  forecasted income statement for the upcoming year; and

                  (f)      provide the Agent within forty-five (45) days after
                  the end of each of the fiscal years of the US Parent forecasts
                  for the upcoming year, including income statements, statements
                  of cash flows and balance sheet. "

         (iv)     by amending its last paragraph to read:

                  "Information required to be delivered pursuant to paragraphs
                  13.2(a), 13.2(b) and 13.2(f) above shall be deemed to have
                  been delivered on the date on which such information has been
                  posted on the Securities and Exchange Commission of the United
                  States of America website on the Internet (www.sec.gov). "

21.      Section 13.3 of the Credit Agreement is hereby amended by:

         (i)      deleting the word "and" at the end of paragraph (d);

         (ii)     replacing the period at the end of paragraph (e) by a
                  semi-colon and adding the word "and" after the semi-colon; and

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                                                                               9

         (iii)    by adding the following paragraphs (f) and (g) immediately
                  after paragraph (e):

                  "(f)     allow any change to its organizational documents,
                           corporate name, head office or fiscal year-end, or
                           allow any change in the indirect control in fact of
                           the Borrower by the US Parent through the indirect
                           ownership by the parent of all the voting rights and
                           interests in the Borrower; and

                  (g)      allow more than ten percent (10%) in fair market
                           value of the inventory owned by the Lead Borrower and
                           all its direct and indirect subsidiaries to be at any
                           time located outside the Province of Quebec, provided
                           that the Lead Borrower and any of its direct and
                           indirect subsidiaries shall be entitled to make, on a
                           non-recurrent basis, bulk acquisitions of inventory
                           for an acquisition price, in each case, not to exceed
                           One Million Canadian dollars ($1,000,000.00), and
                           provided further that, in such event, such inventory
                           be disposed of or repatriated to the Province of
                           Quebec at the latest three (3) months after its
                           acquisition by the Lead Borrower or by any of its
                           direct or indirect subsidiaries."

22.      Article XIII of the Credit Agreement is hereby amended by adding after
         Section 13.3 thereof the following Section:

         "13.4    FINANCIAL COVENANTS CONCERNING US PARENT

                  So long as the Lenders have any Commitment to the Borrower
         under this Agreement or the Borrower is indebted to the Lenders
         hereunder, the Borrower covenants with the Lenders that the US Parent
         shall at all times meet the following financial covenants:

         (a)      Minimum Liquidity. At all times during the term of this
                  Agreement, the US Parent shall maintain Liquidity of not less
                  than $100,000,000, unless at such time (a) the Senior Notes
                  (2004) and the Senior Notes (2006) shall have been retired,
                  refinanced or defeased in full, (b) the Fixed Charge Coverage
                  Ratio, determined as of the last day of the immediately
                  preceding fiscal month, shall be greater than 1.15 to 1.00,
                  and (c) the Interest Coverage Ratio, determined as of the last
                  day of the immediately preceding fiscal month, shall be
                  greater than 1.30 to 1.00.

         (b)      Minimum Consolidated Liquidity. At all times during the term
                  of this Agreement, the US Parent shall maintain Consolidated
                  Liquidity of not less than $175,000,000, unless the Fixed
                  Charge Coverage Ratio, determined as of the last day of the
                  immediately succeeding fiscal quarter, and as of the last day
                  of each fiscal quarter ending thereafter until such time as
                  Consolidated Liquidity shall remain above $175,000,000 for two
                  (2) consecutive fiscal quarters, shall be greater than or
                  equal to 1.00 to 1.00.

         (c)      Consolidated Net Assets. Ten percent (10%) of Consolidated Net
                  Assets of the US Parent shall at all times be greater than
                  $52,500,000.

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                                                                              10

         (d)      Consolidated Tangible Net Assets. Twelve and one-half percent
                  (12.5%) of Consolidated Tangible Net Assets of the US Parent
                  shall at all times be greater than $52,500,000.

         (e)      Capital Expenditures. Capital Expenditures of the US Parent
                  shall not exceed $60,000,000 in the aggregate during any
                  fiscal year; provided, however, to the extent that amounts
                  available in the US Credit Agreement for Capital Expenditures
                  with respect to any fiscal year are not used, up to
                  $10,000,000 of such amounts may be carried forward to increase
                  the Dollar limit set forth herein for Capital Expenditures of
                  the US Parent during the immediately following fiscal year.

                  For the purposes of paragraphs (a) to (e) of this Section
         13.4, capitalized terms shall have the meaning ascribed to them in the
         US Credit Agreement.

23.      Section 14.1 of the Credit Agreement is hereby amended by:

         (i)      deleting the word "and" at the end of paragraph (n);

         (ii)     replacing the period at the end of paragraph (o) by a
                  semi-colon and adding the word "and" after the semi-colon;

         (iii)    by adding the following paragraph (p) immediately after
                  paragraph (o):

                  "(p)     a security under the Security Documents ceases to
                           constitute a security interest of the nature and
                           priority contemplated under such Security Document
                           and under the Credit Agreement or the validity or
                           enforceability of any Security Documents is disputed
                           by the Borrower or any of its subsidiaries."

24.      REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to
         the Agent and the Lenders as of the Effective Date that each of the
         representations and warranties set forth in Article 2 of the Credit
         Agreement, as amended hereby, is true on and as of the Effective Date
         as if made on and as of the Effective Date.

         The Borrower further represents and warrants to the Agent and the
         Lenders as of the Effective Date that the Credit Facility is in good
         standing and that there are no existing defaults under the Credit
         Agreement.

25.      FIRST AMENDMENT EFFECTIVE DATE. This First Amendment to Amended and
         Restated Credit Agreement shall become effective on September 24, 2003,
         notwithstanding the date of its execution (the "EFFECTIVE Date").

26.      COVENANT. The Borrower covenants and agrees to deliver to the Agent, to
         the full satisfaction of the Agent and of its legal advisers, at the
         latest on September 24, 2003:

         (i)      all such documents as it may reasonably request relating to
                  the existence of the Borrower and of the Designated
                  Subsidiaries, the corporate authority for and the

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                                                                              11

                  validity of this First Amendment to Amended and Restated
                  Credit Agreement and any other matters relevant hereto;

         (ii)     all the legal opinions concerning the Borrower and the
                  Designated Subsidiaries that it considers necessary or useful
                  in the circumstances.

27.      FEES; COSTS AND EXPENSES. The Lead Borrower agrees to pay to the Agent
         a) the structuring fee as provided for in the term sheet concerning
         this First Amendment to Amended and Restated Credit Agreement and (b)
         when invoiced, any costs and expenses, including all reasonable
         out-of-pocket expenses of the Agent and the Lenders, including fees and
         disbursements of legal counsel for the Agent and the Lenders, in
         connection with the execution and delivery of this First Amendment to
         Amended and Restated Credit Agreement.

28.      MISCELLANEOUS.

         (a)      This First Amendment to Amended and Restated Credit Agreement
                  shall be binding upon and inure to the benefit of the parties
                  hereto and their respective successors and assigns, except
                  that the Borrower may not assign or otherwise transfer any of
                  its rights under this First Amendment to Amended and Restated
                  Credit Agreement without the prior written consent of all the
                  Lenders.

         (b)      This First Amendment to Amended and Restated Credit Agreement
                  shall be governed by and construed in accordance with the law
                  of the Province of Quebec.

         (c)      This First Amendment to Amended and Restated Credit Agreement
                  may be signed in any number of counterparts, each of which
                  shall be an original, with the same effect as if the
                  signatures hereto were upon the same instrument. This First
                  Amendment to Amended and Restated Credit Agreement and the fee
                  letter referred to herein constitute the entire agreement and
                  understanding among the parties hereto and supersede any and
                  all prior agreements and understandings, oral or written,
                  relating to the subject matter hereof and thereof.

29.      NO NOVATION The parties hereto agree that this First Amendment to
         Amended and Restated Credit Agreement, its execution and the changes to
         the terms and conditions of the Credit Agreement that it contains shall
         not constitute novation, and all the sureties, guarantees and other
         collateral of whatever nature securing the payment of the indebtedness
         of the Borrower under the Credit Agreement shall continue to apply to
         the Credit Agreement, as modified by this First Amendment to Amended
         and Restated Credit Agreement. All provisions of the Credit Agreement
         (together with any Schedules thereto, and together with the provisions
         of any undertaking or commitment from any of the Borrower and/or any
         Designated Subsidiary related thereto) not amended or supplemented by
         these presents, shall remain in full force and effect, without changes
         other than those consequential to or required by the provisions of this
         First Amendment to Amended and Restated Credit Agreement.

<PAGE>

                                                                              12

30.      LANGUAGE

         The parties have specifically requested that this First Amendment to
         Amended and Restated Credit Agreement as well as all other documents
         relating to this First Amendment to Amended and Restated Credit
         Agreement, including notices, be drafted in English only, without
         prejudice however to such documents which may from time to time be
         drawn up in French only or in both French and English.

         Les parties aux presentes ont expressement requis que la presente
         premiere modification a la convention de credit, de meme que tous les
         documents, y compris tout avis, s'y rattachant, soient rediges en
         anglais seulement, mais sans prejudice cependant auxdits documents qui
         peuvent a l'occasion etre rediges en francais seulement ou a la fois en
         francais et en anglais.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed as of the date and year first above written.

                                           THOMAS & BETTS, LIMITED

                                           By:_________________________________

                                           T&B COMMANDER LIMITED PARTNERSHIP

                                           By:_________________________________

                                           CANADIAN IMPERIAL BANK OF COMMERCE,
                                           AS LENDER

                                           By:_________________________________

                                           CANADIAN IMPERIAL BANK OF COMMERCE,
                                           AS AGENT

                                           By:_________________________________

</TEXT>
</DOCUMENT>
