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CIBC World Markets
    
    CIBC WORLD MARKETS PLC
Cottons Centre
Cottons Lane
London, England SE1 2QL
Tel:   44 (0)20 7234 4127
Fax:   44 (0)20 7407 4127
 The Directors Trench Electric Holding B.V. 6th November 2002 Dear Sirs FACILITIES AGREEMENT DATED 18 APRIL 2000 AS AMENDED AND RESTATED ON 20 JUNE
2000 AND MADE BETWEEN TRENCH ELECTRIC HOLDING B.V. (AS PARENT) (1), THE
COMPANIES LISTED IN SCHEDULE II THERETO (AS ORIGINAL BORROWERS) (2), THE
COMPANIES LISTED IN SCHEDULE III THERETO (AS GUARANTORS AND CHARGING COMPANIES)
(3), CIBC WORLD MARKETS PLC, BARCLAYS BANK PLC, CREDIT LYONNAIS AND NM
ROTHSCHILD & SONS LIMITED (AS BANKS) (4), CIBC WORLD MARKETS PLC (AS ARRANGER)
(5), CIBC WORLD MARKETS PLC (AS ISSUING BANK) (6), CIBC WORLD MARKETS PLC (AS
AGENT) (7), CANADIAN IMPERIAL BANK OF COMMERCE (AS CANADIAN LENDER) (8) AND
CIBC WORLD MARKETS PLC (AS SECURITY AGENT) (9), AS AMENDED BY A SIDE LETTER
DATED 29 NOVEMBER 2000, A SIDE LETTER DATED 12 JANUARY 2001, A SIDE LETTER
DATED 12 JULY 2001 AND A SIDE LETTER DATED 7 MARCH 2002, A SIDE LETTER DATED
8 SEPTEMBER 2002 AND A SIDE LETTER DATED ON OR ABOUT THE DATE
HEREOF OF 2002 (THE FACILITIES
AGREEMENT)  1.
    
    Unless a contrary intention appears, terms and expressions defined in the
Facilities Agreement shall have the same meanings when used in this letter
and references to clauses and schedules in this letter are references to
clauses and schedules of the Facilities Agreement.2.
    
    This letter constitutes a waiver letter as contemplated by Clause 25
(Amendments and Decisions) of the Facilities Agreement.3.
    
    Under Clause 16.2 (a) (Audited accounts), the Parent is required to
procure that a compliance certificate from the Auditors is delivered
simultaneously with the Audited Accounts. The Parent has failed to
procure the delivery of such compliance certificate with the Audited
Accounts for the financial year ending 31 December 2001. The Parent is
accordingly in continuing breach of Clause 16.2(a) and you have requested
that the Banks waive this breach.4.
    
    We are pleased to inform you that the Majority Banks have given their
consent to the waiver of the requirement under Clause 16.2 (a) to deliver
a compliance certificate from the Auditors in respect of the Audited
Accounts for the financial year ending 31 December 2001.5.
    
    For the avoidance of doubt no consents or waivers are given under this
letter in respect of any other matter or breach of, or other Event of
Default or Potential Event of Default under, the Facilities




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|   |  | Agreement or any other Senior Finance Document which might result from any
other circumstances at any time other than as specifically set out herein.                                                                                                                                                                                                                                              
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | The agreement of the Majority Banks contained in this letter shall apply
only to the matters specifically referred to herein. Such agreement shall
be without prejudice to any rights which the Finance Parties may now or
hereafter have in relation to any other circumstances or matters other
than as specifically referred to herein (and whether subsisting on the
date hereof or otherwise).
|  
|7. |  | This waiver letter may be executed in any number of counterparts and this
has the same effect as if the signatures on the counterparts were on a
single copy of this letter.                                                                                                                                                                                                                       
|  
|8. |  | This letter shall be governed by and construed in accordance English law
and clause 38 (Governing Law and Jurisdiction)of the Facilities Agreement
shall apply mutatis mutandisas if set out in full in this letter.                                                                                                                                                                               

Yours faithfully

/s/ Nick Burnham
For and on behalf of CIBC World Markets Plc
(in its capacity as Agent for and on behalf of the Banks)

We acknowledge and confirm
our acceptance to the above by countersigning this letter.

/s/ Michael John Bissell
For and on behalf of Trench Electric Holding B.V.
(as Parent)