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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. 29th November 2000 Dear Sirs FACILITIES AGREEMENT DATED 18 APRIL 2000 AS AMENDED AND RESTATED ON 20 JUNE 2000
AND MADE BETWEEN TRENCH ELECTRIC HOLDING B.B. (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) (THE FACILITIES AGREEMENT) We refer to the above Facilities Agreement and to the Trench Group Bank
Presentation dated 22 November 2000 (the Presentation). 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 of the Facilities Agreement. We are writing this letter to you in your capacity as Parent (including as
agent for all of the Obligors) in our capacity as Agent.  1.
    
    AMENDMENTS AND WAIVERS  (a)
    
    as of the date hereof the Facilities Agreement shall be
amended so that the figure 5 appearing in column 2 of the first
row of schedule VIII (Capital Expenditure Projections) shall be
deleted and replaced with the figure 6.527 provided that, for the
purpose of clause 15.9(a), the increase in permitted capital
expenditure of US$1.527 million may be expended in relation to the
Shanghai Joint Venture and in accordance with the projections
appearing at page 25 of the Presentation and reproduced as Schedule
2 to this letter;(b)
    
    for the purposes of clause 14.1 (q), clause 16.4 and the
definition of Consolidated EBITDA contained in clause 17.3, we
hereby waive the requirement that the Accounting Policies reflect US
GAAP to the extent (and only to the extent) necessary to permit the
Group to account for the US$5.29 million representing the cash to be
received of a total US$5.53 million profit due on the sale of
certain technology by Trench Limited and Trench Switzerland AG to
Shanghai Instrument Transfer Works as provided for at page 24 of the
Presentation (and reproduced as Schedule 1 to this letter) over the
twelve month period consisting of the four Quarters commencing with
the Quarter ending 30 September 2000; and




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(c)
    
    in the event that the operations of Trench Switzerland AG are
closed down, the costs associated with such closure as provided for
by (but not exceeding) the relevant Swiss currency amounts set out
at pages 43 and 44 of the Presentation (and reproduced as Schedules
3 and 4 of this letter) shall, for the two year period that such
costs will be incurred, from the date such costs are incurred as
illustrated in Schedules 3 and 4 be disregarded (on a profit and
loss or cash basis as appropriate) for the purposes of calculation
of the relevant financial covenants in clause 17. For the purposes
of monitoring compliance with such expenditure limits an additional
schedule in form and substance reasonably acceptable to the Agent
showing the incurrence of such costs measured against Schedule 3
will be added to the monthly management accounts delivered to the
Agent pursuant to clause 16.2(b).  2.
    
    APPROVALSThe Majority Banks have indicated to us their positive intention to
address as soon as practicable in terms of satisfactory to them the
following issues:  (a)
    
    The amendment of the covenants in the Facilities Agreement to
accommodate the ongoing impact of the Shanghai Joint Venture (being
primarily the capital expenditure limits in Schedule VIII and
carve-out of the single expansion capex in 2001 from the cash flow
covenant in clause 17.1 (b)) in accordance with the figures
appearing at page 25 of the Presentation and reproduced as Schedule
2 to this letter; and(b)
    
    The amendment of the financial covenant ratios generally in
clause 17 going forwards to recognise the impact that foreign
exchange movements have had upon the existing financial covenant
ratios. For the avoidance of doubt no waivers are given under this letter in respect of
any other breach of, or other Event or Default or Potential Event of Default
under, the Facilities Agreement or any other Senior Finance Document which
might result from any other circumstances at any time other than as
specifically set out herein. The agreement and consents of the Banks contained in this letter shall apply
only to the matters specifically referred to herein and are given in relevance
upon the information (other than any projections) provided to the Agent on
behalf of the Group being true, complete and accurate, and such projections
being prepared in good faith based upon reasonable assumptions. Such agreement
and consents 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) or in relation to any information being other than
true, complete and accurate, which rights shall remain in full force and
effect. This 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. 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.




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Yours faithfully For and on behalf of CIBC World Markets plc
in its capacity as Agent
for and on behalf of the Banks /s/ Richard VaughanBy:
    
    Richard Vaughan
Director
 To CIBC World Markets Plc We confirm our acceptance of and agreement to your letter dated 29th November 2000. 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) Signed:
    
    /s/ H PoulsonBy (please print):
    
    H PoulsonTitle (please print):
    
    Chief ExecutiveDate:
    
    29.11.00