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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. 12th January 2001 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 FURTHER AMENDED FROM TIME TO
TIME THE FACILITIES AGREEMENT) WE REFER TO THE ABOVE FACILITIES AGREEMENT. UNLESS A CONTRARY INTENTION
APPEARS, TERMS AND EXPRESSIONS DEFINED IN THE FACILITIES AGREEMENT SHALL HAVE
THE SAME MEANING WHEN USED IN THIS LETTER AND REFERENCES TO CLAUSES AND
SCHEDULES IN THIS LETTER ARE REFERENCES TO CLAUSES AND SCHEDULES OF THE
FACILITIES AGREEMENT. WE ARE WRITING THIS LETTER TO YOU IN YOUR CAPACITY AS PARENT (INCLUDING AS
AGENT FOR ALL OF TE OBLIGORS) IN OUR CAPACITY AS AGENT.  1.
    
    RE-DENOMINATION OF PART OF TERM LOAN1.1
    
    The Banks and the Parent have agreed to re-denominate the currency
of one of the Term Advances, being the US$6,827,512.43 (the Dollar
Amount) advanced to Finatrench (France) S.A. referred to in clause
2.1(a). The re-denomination shall be from US Dollars into Euros (the
Euro Amount) and incorporate a mechanism providing for the payment of
a balancing payment (the Balancing Amount). The re-domination shall
occur (as illustrated overleaf in figure 1) such that:  (a)
    
    The re-denomination becomes effective as at the
time and date of the start of an Interest Period for the
existing Advance constituted by the Dollar Amount (the
Re-denomination Date).(b)
    
    The Euro Amount into which the Dollar Amount
will be re-denominated shall (subject to paragraph 1.2(b)
below) be Euro 7,177,191.04 being the equivalent of the DM
14,037,365.55 referred to in clause 2.1(a) exchanged in
accordance with clause 2.7(a) (ii) (such Euro amount as
adjusted pursuant to paragraph 1.2(b) below) being the
Re-denominated Euro Tranche).




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The Re-denominated Euro Tranche shall thereafter be deemed
a Term Advance and constitute part of the Term Loan.(c)
    
    The Balancing Amount shall be the difference
(in US Dollars) between the Dollar Amount less the US Dollar
notional equivalent amount of the Euro Amount calculated at
the Spot Rate as at a date in advance of the Re-denomination
Date (the Re-denomination FX Fixing Date). The
Re-denomination FX Fixing Date shall be up to 5 business days
in advance of the Re-denomination Date, and (although the
Agent will use its best efforts in order to fix a Spot Rate
favourable to the Parent) shall be selected at the Agents
discretion within the tolerance permitted by paragraph 1.2(d)
below. Trench Term Loan Partial Currency Re-denomination US$ Term ==> US$ equivalent term loan (based in ) + cash balancing payment (prepayment) DollarAmount
    
    Spot Rate
    
    Euro Amount
    
    Balancing AmountUS$
    
    DM:$
    
    DEM:
    
    $:
    
    
    
    (US$ equivalent)
    
    (DM equivalent)
    
    US$Re-denominate
    
    6.827,512.43
    
    
    2.08038
    
    
    
    1.95583
    
    
    
    0.94013
    
    
    
    7,177,191.04
    
    
    
    6,747,512.43
    
    
    
    14,037,365.55
    
    
    
    80,000.006.827,512.43
    
    
    2.08000
    
    
    
    1.95583
    
    
    
    0.94030
    
    
    
    7,177,191.04
    
    
    
    6,748,733.44
    
    
    
    14,037,365.55
    
    
    
    78,778.996.827,512.43
    
    
    2.07750
    
    
    
    1.95583
    
    
    
    0.94143
    
    
    
    7,177,191.04
    
    
    
    6,756,854.66
    
    
    
    14,037,365.55
    
    
    
    70,657.776.827,512.43
    
    
    2.07500
    
    
    
    1.95583
    
    
    
    0.94257
    
    
    
    7,177,191.04
    
    
    
    6,764,995.45
    
    
    
    14,037,365.55
    
    
    
    62,516.986.827,512.43
    
    
    2.07250
    
    
    
    1.95583
    
    
    
    0.94371
    
    
    
    7,177,191.04
    
    
    
    6,773,155.87
    
    
    
    14,037,365.55
    
    
    
    54,356.566.827,512.43
    
    
    2.07117
    
    
    
    1.95583
    
    
    
    0.94431
    
    
    
    7,177,191.04
    
    
    
    6,777,512.43
    
    
    
    14,037,365.55
    
    
    
    50,000.006.827,512.43
    
    
    2.07000
    
    
    
    1.95583
    
    
    
    0.94485
    
    
    
    7,177,191.04
    
    
    
    6,781,336.01
    
    
    
    14,037,365.55
    
    
    
    46,176.426.827,512.43
    
    
    2.06750
    
    
    
    1.95583
    
    
    
    0.94599
    
    
    
    7,177,191.04
    
    
    
    6,789,535.94
    
    
    
    14,037,365.55
    
    
    
    37,976.496.827,512.43
    
    
    2.06500
    
    
    
    1.95583
    
    
    
    0.94713
    
    
    
    7,177,191.04
    
    
    
    6,797,755.71
    
    
    
    14,037,365.55
    
    
    
    29,756.726.827,512.43
    
    
    2.06250
    
    
    
    1.95583
    
    
    
    0.94828
    
    
    
    7,177,191.04
    
    
    
    6,805,995.42
    
    
    
    14,037,365.55
    
    
    
    21,517.016.827,512.43
    
    
    2.06000
    
    
    
    1.95583
    
    
    
    0.94943
    
    
    
    7,177,191.04
    
    
    
    6,814,255.12
    
    
    
    14,037,365.55
    
    
    
    13,257.316.827,512.43
    
    
    2.05750
    
    
    
    1.95583
    
    
    
    0.95059
    
    
    
    7,177,191.04
    
    
    
    6,822,534.90
    
    
    
    14,037,365.55
    
    
    
    4,977.536.827,512.43
    
    
    2.05600
    
    
    
    1.95583
    
    
    
    0.95128
    
    
    
    7,177,191.04
    
    
    
    6,827,512.43
    
    
    
    14,037,365.55
    
    
    
    0.006.827,512.43
    
    
    2.05500
    
    
    
    1.95583
    
    
    
    0.95174
    
    
    
    7,173,700.19
    
    
    
    6,827,512.43
    
    
    
    14,030,538.04
    
    
    
    0.006.827,512.43
    
    
    2.05250
    
    
    
    1.95583
    
    
    
    0.95290
    
    
    
    7,164,973.06
    
    
    
    6,827,512.43
    
    
    
    14,013,469.26
    
    
    
    0.006.827,512.43
    
    
    2.05000
    
    
    
    1.95583
    
    
    
    0.95406
    
    
    
    7,156,245.93
    
    
    
    6,827,512.43
    
    
    
    13,998,400.48
    
    
    
    0.006.827,512.43
    
    
    2.04750
    
    
    
    1.95583
    
    
    
    0.95523
    
    
    
    7,147,518.80
    
    
    
    6,827,512.43
    
    
    
    13,979,331.70
    
    
    
    0.00
 Figure 1: For illustrative purposes only  1.2
    
    This agreement is subject to the following conditions:  (a)
    
    To the extent that the Balancing Amount is
greater than US Dollars 0.0 then the Parent shall procure
that an amount equivalent to the Balancing Amount shall be
paid in US Dollars to the Agent for value date of the
Re-denomination Date for the account of the Banks (such
payment to be treated by the Agent and the Banks as a
part-prepayment of the next scheduled repayment instalment
required under clause 8.1)(b)
    
    The aggregate principal amount of the Term
Facilities does not exceed US$ 25,000,000 (or its Foreign
Currency Equivalent) in accordance with clause 2.1 (a). To
the extent that the Balancing Amount is less than US Dollars
0.0, the Euro Amount shall be adjusted to such a value that
the Balancing Amount would be equal to US Dollars 0.0.(c)
    
    The Re-denomination Date occurs within 3 months
of the date of this letter.(d)
    
    The Balancing Amount (if positive) shall be
less than or equal to US$ 80,000.00, unless waived by the
Parent acting on behalf of the Obligors.




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1.3
    
    The Agent confirms that the Banks have provided their consent to
the above re-denomination by the Group.1.4
    
    It is currently anticipated that no costs will arise for the
account of the Parent in effecting the re-denomination. However, if any
unforeseen costs or expenses do arise as a result of the
re-denomination, such costs and/or expenses shall be for the account of
the Parent.1.5
    
    The Agent and the Parent acknowledge that certain consequential
amendments to the Facilities Agreement will be required as a result of
the re-denomination and these are set out below. To the extent any
further amendments or variations are necessitated by the
re-denomination, the Agent (subject to the approval of the Banks) and
the parent will enter into the appropriate documentation as soon as
practicable thereafter.2.
    
    AMENDMENTS AND WAIVERSAs of the Re-denomination Date the Facilities Agreement shall be amended such that:  (a)
    
    the words and figuresFinatrench (France) S.A. US$6,827,512.43 (DM14,037,365.55)appearing in line six of clause 2.1(a) shall be deleted and
substituted wit the words and figuresFinatrench (France) S.A. Euro [Euro Amount] (US$6,827,512.43);such that the Euro Amount is established in accordance with this
letter on the Re-denomination FX Fixing Date(b)
    
    The following new definitions shall be inserted:US Dollar Denominated Term Advances those Term Advances
denominated in US Dollars; andEuro Denominated Term Advances those Term Advances denominated in
Euros;(c)
    
    In clause 22.2 the words (or its Foreign Currency Equivalent)
shall be inserted after each of the figures US$2,500,000 and
US$1,000,000.(d)
    
    clause 8.1 shall be deleted and replaced with the following:  8.1
    
    Repayment of Term AdvancesExcept as otherwise provided in this Agreement, each of the
Borrowers shall on the last day of each period set out
below repay the Term Loan in full in the instalments and on
the dates set out below. The amounts of the Term Loan to be
repaid by the Borrowers on each date shall be the amounts
(in the relevant currencies) which are equal to the
percentage set out in the column below opposite the
relevant date applied against each of the US Dollar
Denominated Term Advances and the Euro Denominated Term
Advances then outstanding.




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Number of Months following
    
    Repayment InstalmentsThe First Drawdown Date
    
    %12
    
    818
    
    624
    
    630
    
    836
    
    842
    
    948
    
    954
    
    1060
    
    1066
    
    1172
    
    15
  (e)
    
    The Commitments of the Banks shall be amended such that the
Commitments under the Term Facilities as at the Re-denomination Date
shall be as set out in the table below: Term CommitmentBank
    
    Percentage
    
    Pre re-denomination
    
    Post re-denomination%
    
    US$
    
    US$
    
    CIBC World Markets Plc
    
    
    28.33
    %
    
    
    7,083,333.00
    
    
    
    5,148,871.24
    
    
    Percentage x Euro AmountBarclays Bank PLC
    
    
    27.50
    %
    
    
    6,875,000.00
    
    
    
    4,997,434.08
    
    
    Percentage x Euro AmountCredit Lyonnais
    
    
    27.50
    %
    
    
    6,875,000.00
    
    
    
    4,997,434.08
    
    
    Percentage x Euro AmountN.M. Rothschild & Sons Limited
    
    
    16.67
    %
    
    
    4,166,667.00
    
    
    
    3,028,748.17
    
    
    Percentage x Euro Amount100.00
    %
    
    
    25,000,000.00
    
    
    
    18,172,487.57
    
    
    Euro Amount*<= US$25,000,000*
  *Depending
upon Spot Rate
  (f)
    
    For the avoidance of doubt the outstanding Term Advances as at the
Re-denomination Date shall be as set out in the table below: Post re-denomination Term AdvancesTotal
    
    TrenchLimited
    
    Finatrench (France) SA
    
    Trench UKBank
    
    Percentage
    
    <=US$*
    
    US$
    
    
    
    US$CIBC World Markets Plc
    
    
    28.33
    %
    
    
    7,083,333.00
    
    
    
    1,784,358.89
    
    
    Percentage x Euro Amount
    
    
    3,364,512.34Barclays Bank PLC
    
    
    27.50
    %
    
    
    6,875,000.00
    
    
    
    1,731,877.83
    
    
    Percentage x Euro Amount
    
    
    3,265,556.25Credit Lyonnais
    
    
    27.50
    %
    
    
    6,875,000.00
    
    
    
    1,731,877.83
    
    
    Percentage x Euro Amount
    
    
    3,265,556.25N.M. Rothschild & Sons Limited
    
    
    16.67
    %
    
    
    4,166,667.00
    
    
    
    1,049,623.01
    
    
    Percentage x Euro Amount
    
    
    1,979,125.16100.00
    %
    
    
    25,000,000.00
    
    
    
    6,297,737.57
    
    
    Euro Amount*
    
    
    11,874,750.00
  *Depending
upon $: Spot
Rate
  2.2
    
    For the avoidance of doubt no waivers are given under this letter in
respect of any breach of, or other Event of Default or Potential Event of
Default which may have occurred (or may occur) under, the Facilities
Agreement or any other Senior Finance Document. The Security Documents
shall continue to secure all the Facilities including the Re-denominated
Euro Tranche.2.3
    
    This letter may be executed in any number of counter parts and this has
the same effect as if the signatures on the counterparts were on a single
copy of this letter.




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2.4
    
    This letter shall be governed by and constructed in accordance with
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 Signed:
    
    /s/ Richard VaughanName:
Position:
    
    Richard Vaughan
Director
 
  To CIBC World Markets Plc We confirm our acceptance of and agreement to the variations to the Facilities
Agreement and the other terms of your letter dated 12th January 2001. Signed:
    
    /s/ M J Bissell
    
    Date:
    
    12th January 2001
 Name (please print):
Position (please print):
    
    MICHAEL JOHN BISSELL
GROUP FINANCE DIRECTOR
 For and on behalf of: Trench Electric Holding B.V.
(for itself and in its capacity as
Parent and agent for each of the Obligors)