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                                                                   Exhibit 4.7.2

Directors                                                  8/th/ February 2001


BHC Aerovox Limited
20-21 Cumberland Drive Granby Industrial Estate Weymouth Dorset
DT49TE

Dear Sirs

OVERDRAFT AND OTHER FACILITIES

We Lloyds TSB Bank plc (the "Bank") are pleased to offer to BHC Aerovox Limited
an overdraft facility in sterling on account number 2471758 and/or in US dollars
and Euros on accounts numbered 11283596 and 86018991 on the following terms and
conditions.

Amount
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The maximum aggregate amount outstanding under the facility at any time
(calculated on the basis of cleared funds) shall not exceed (Pounds)3,000,000.
For the purpose of determining whether the total amount owing is at any
particular time within or in excess of the agreed limit, amounts owing in a
currency other than sterling shall be notionally converted into sterling on the
basis of the Bank's exchange rate for buying that currency with sterling at that
time.

You should note that the above limit applies collectively to the overdraft
facility and to the documentary credit facility, and the negotiations facility
included in the other facilities referred to below. Because of this,
utilisations of each such facility will be taken into account to determine the
amount available for utilisation by the other facilities.

Availability
------------

The Bank's present intention to make the facility available until 28/th/
February 2002 and all moneys from time to time owing to the Bank under the
facility shall be repaid no later than this date or such later date as may from
time to time be advised in writing by the Bank. The Bank may, nevertheless,
terminate the facility at any time and may, at such time or at any time
thereafter, demand immediate payment of all amounts owing under or in connection
with the facility. The amounts owing at any time may include interest, costs or
charges debited to one or more of the accounts in accordance with the terms of
this letter.

The Bank shall have the right at the time of making demand or at any time
thereafter to convert all amounts then due and payable in a currency other than
sterling into sterling at the Bank's exchange rate for selling that currency
against sterling at that time. The Bank shall as soon as possible after such
conversion advise you of the sterling amount then owing.
<PAGE>

                                                                   Exhibit 4.7.2

Interest
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Interest is calculated on the cleared daily balance of each account and will be
payable on amounts owing up to the aforesaid limit at 1.5% per annum over the
Bank's Base Rate from time to time (currently 7.5% per annum in total) in the
case of amounts owing in sterling and at 1.5% per annum over the Bank's relevant
short term offered rate from time to time in the case of amounts owing in any
other currency.

Amounts owing in excess of the agreed limit (if the Bank allows any such excess
at any time) will be deemed to be amounts owing in sterling and interest will be
payable thereon at the Bank's Unauthorised Overdraft Rate (presently 2% per
month, Equivalent Annual Rate 24%). If there are no amounts owing in sterling,
or the amounts owing in sterling are less than the excess, interest will be
payable on an amount or amounts equivalent to the excess, or, as the case may
be, on the amount by which the excess exceeds the overdrawn balance of the
sterling account on such currency account or accounts as the Bank shall
determine at the Bank's unauthorised currency borrowing rate from time to time
(currently 12% per annum over the Bank's relevant short term offered rate(s)).

Interest will be debited to the relevant account or, in the case of interest
calculated in accordance with the previous paragraph, to such account as the
Bank shall determine, monthly in arrears (normally on the 20/th/ of each month
or on the next working day) in the case of sterling and quarterly in arrears
(normally on the last business day of each of February, May, August and
November) in the case of any other currency. Interest may also be debited on the
date upon which the facility ceases to be available.

The Bank's Base Rate and Unauthorised Overdraft Rate may be varied (either up or
down) by the Bank at any time. Notice of changes will be displayed in branches
of the Bank, although the Bank's short term offered rate for each currency may
vary from day to day and upon request the Bank will advise you of the rates then
applicable.

Interest will be calculated on the basis of the actual number of days elapsed
and a 360 day year or a 365 day year as is in the Bank's reasonable opinion
usual market practice for the relevant currency.

Costs and Charges
-----------------

Account transaction charges will be payable on the sterling account monthly in
accordance with the Bank's Standard Business Tariff, a copy of which is
enclosed. In addition further charges will be payable for other services
provided, as shown in the tariff leaflet or as otherwise advised by the Bank
from time to time.

These charges will be debited to the sterling account and may be varied by the
Bank at any time and notice of changes will be advised to you.

An arrangement fee of (Pounds)15,000 is payable. This will be debited to account
number 2471758 in the next few days.

All costs and expenses incurred by the Bank in creating, preserving or enforcing
the security referred to below shall be debited to account number 2471758 under
advice to you.

Security
--------

It is a condition of the facility (and of the other facilities referred to
below) that amounts owing shall be secured by the following. Any security which
is not already in place is to be provided to the Bank in a form acceptable to
the Bank and, if so requested by the Bank, shall be accompanied by evidence of
the value of the security.

(a)      a first legal charge over the leasehold land and buildings at 20-21
Cumberland Drive, Granby Industrial Estate, Weymouth, Dorset,
<PAGE>

                                                                   Exhibit 4.7.2

(b)      an unlimited debenture dated 13/th/ April 1999 from you, and

(c)      a first legal charge dated 22/nd/ April 1999 over the freehold land and
buildings on the East side of Cumberland Drive, Weymouth, Dorset.

Financial Information
---------------------

Whilst the facility and/or any of the other facilities remain available you
should provide to the Bank as soon as possible after the end of the period to
which they relate copies of any financial information that the Bank may from
time to time reasonably request, including:

(a)      your audited annual accounts within 150 days of the end of your
financial year, and

(b)      your monthly management accounts together with or including an age
analysis of debtors within 30 days of the end of each month.

Other Facilities
----------------

In addition to the overdraft facility we are pleased to offer to you the
facilities detailed in the Schedule of Other Facilities. Except when reference
is made to another agreement, each additional facility will be available upon
such terms and conditions as shall from time to time be specified by the Bank.
The facilities may be cancelled by the Bank at any time, but it is the Bank's
present intention to keep the facilities in place for the period of availability
of the overdraft facility and your liability in respect of any utilisation may
extend beyond such period of availability.

Amounts outstanding in connection with the foreign exchange facility, the
indemnity line, the documentary credit facility, and the negotiations facility
may be in sterling and/or any other currency. For the purpose of determining
whether there is sufficient availability within the specified limit for any
particular utilisation, amounts outstanding in a currency other than sterling
shall be notionally converted into sterling on the date of the proposed
utilisation on the basis of the rate at which the Bank would sell the relevant
currency with sterling at that time.

If upon termination of the overdraft facility there are any foreign exchange
contracts outstanding or any contingent liabilities existing under these
additional facilities (or any of them) the Bank shall have the right at any time
to close out any such foreign exchange contracts and upon any request from the
Bank:

(a)      an amount sufficient to indemnify the Bank for all costs and losses
incurred by the Bank in or in connection with closing out such foreign exchange
contracts shall be paid to the Bank, and

(b)      an amount equal to the value of any such contingent liabilities
existing at such time shall be deposited to the Bank with the intent that such
deposit shall be held by the Bank as security for those liabilities and that
such documentation and other things (including the payment of any associated
costs) as the Bank may require in order to perfect such security shall be
completed.

For the purposes of the above, the Bank shall have the right at the time of
making demand or at any time thereafter to convert all amounts then due and
payable in connection with any of these additional facilities in a currency
other than sterling into sterling at the Bank's exchange rate for selling that
currency against sterling at that time. The Bank shall as soon as possible after
such conversion advise the sterling amount then owing.

The Bank may debit any amount owing in connection with these additional
facilities to your account with the Bank whether or not that would cause the
account to become overdrawn or the agreed overdraft limit on the account to be
breached.
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                                                                   Exhibit 4.7.2

Other Terms of Offer
--------------------

This letter is for the benefit of the contracting parties only and shall not
confer any benefit on or be enforceable by a third party.

Please confirm your acceptance of the facilities offered by returning the
attached duplicate of this letter with the acknowledgement signed in accordance
with the bank mandate currently held by the Bank. If such confirmation is not
received by the Bank (at the address given at the heading of this letter) by
8/th/ April 2001 the offer will lapse.

Yours faithfully
For and on behalf of Lloyds TSB Bank plc

Neil Cullum
Senior Manager
Lloyds TSB Commercial

We hereby acknowledge and accept the terms of your offer dated 8/th/ February
2001 of which this is a duplicate and agree all the terms and conditions therein
contained.

In accepting this letter we confirm that neither the execution by us of this
letter nor the utilisation by us of the facilities being made available will
conflict with or breach any requirement or limitation set out in our Memorandum
and Articles of Association. For and on behalf of BHC Aerovox Limited (company
registered number 2775957)

Signed by       P. Simpson               P. Maclure

                27/th/ February 2001     27/th/ February 2001

This letter creates legal obligations. Before signing you may wish to take
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independent advice.
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                                                                   Exhibit 4.7.2

                         SCHEDULE OF OTHER FACILITIES
                         ----------------------------

The following additional facilities are available:

1      a foreign exchange facility of (Pounds)200,000 for spot and forward
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exchange contracts of up to 24 months.  You may enter into foreign exchange
contracts with the Bank provided that the aggregate of 10% of the value of
contracts with a maturity date of 6 months or less from the contract date, 15%
of the value of contracts with a maturity date of 12 months or less (but of more
than 6 months) from the contract date, and (c) 20% of the value of contracts
with a maturity date of more than 12 months from the contract date outstanding
at any time does not exceed the limit detailed above.

2      an indemnity line of (Pounds)200,000 to cover bonds, indemnities and
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guarantees ("BIGs") issued by the Bank or its correspondents on your behalf. The
total value of all BIGs that may be outstanding at any one time may not exceed
the limit detailed above.

Please note that the total liability of the Bank under certain customs and
excise guarantees is twice the amount quoted on the guarantee.

The Bank shall be under no obligation to issue any BIG unless the terms of the
BIG and the expiry date of the BIG (or means by which the Bank can terminate its
liability) are acceptable to the Bank. The Bank is to be indemnified to its
complete satisfaction for its liability in connection with each BIG issued.

3      a documentary credit facility of (Pounds)3,000,000 to cover documentary
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letters of credit opened by the Bank on your behalf. The limit detailed above is
the maximum total liability of the Bank that may be outstanding under all such
letters of credit at any one time.

The Bank shall be under no obligation to open any letter of credit unless the
terms of the letter of credit are acceptable to the Bank. The Bank is to be
indemnified to its complete satisfaction for its liability in connection with
each letter of credit opened.

4      a negotiations facility of (Pounds)3,000,000 to cover the negotiation by
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the Bank of cheques and bills of exchange payable abroad with recourse to you.
The limit detailed above is the maximum total amount of proceeds paid to you in
respect of cheques and bills of exchange which the Bank anticipates at any point
in time may be unpaid by the drawer thereof. For this purpose the Bank will
assume payment after 30 days if not actually advised of payment or non-payment,
but this shall not prejudice the Bank's right of recourse to you (and the right
of the Bank to debit any unpaid amount to your account with the Bank and to re-
calculate any interest on the account as if such amount had never been credited
to the account) if advice of non-payment is received at any time thereafter.

5      a LloydsLink payments facility under and subject to the terms and
       -------------------------------
conditions set out in a separate agreement to cover the transfer of funds from
agreed accounts by automated means initiated by you. The following limit applies
to the facility:

(Pounds)500,000; the maximum total value of LloydsLink transactions that have
been initiated through the PC Pay module, but have not been debited to the
agreed accounts ("three day value payments").

6      a daylight facility of (Pounds)150,000 to cover the aggregate value of
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payments that may be made on your behalf in respect of LloydsLink international
payments in any one day in anticipation of cleared credits to be received into
your account on that day.