##### 



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. 21 March 2003 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 from time to time
(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 in this letter are references to clauses of the
Facilities Agreement.2.
    
    This letter constitutes an amendment letter for the purposes of Clause 25
(Amendments and Decisions).3.
    
    We refer to your request to amend certain of the financial covenants in
Clause 17 (Financial Covenants). We are writing this letter to you in
your capacity as Principal Borrower (including as agent for all the
Obligors) in our capacity as Agent. The Banks have agreed to make the
requested amendments to the Facilities Agreement on the terms set out in
this letter. This letter is a Senior Finance Document.4.
    
    Amendments4.1
    
    With effect from the date the Agent determines that the conditions
specified in paragraph 5 (Conditions) have been satisfied, the financial
covenants contained in clause 17.1 (Financial Covenants) shall be amended
as follows:  (a)
    
    Clause 17.1(a) (Consolidated EBITDA to Consolidated Total Net
Cash Interest Payable Ratio). The ratios specified in respect of the
periods ending 31/03/2003 to 31/12/2005 (inclusive) shall be deleted
and replaced with the following ratios:






---



##### 



Period
    
    
    
    
    
    
    
    
    
    Ratio01/04/2002
to 31/03/2003
    
    
    
    
    
    
    
    
    2.0001/07/2002
to 30/06/2003
    
    
    
    
    
    
    
    
    2.0501/10/2002
to 30/09/2003
    
    
    
    
    
    
    
    
    2.1001/01/2003
to 31/12/2003
    
    
    
    
    
    
    
    
    2.1001/04/2003
to 31/03/2004
    
    
    
    
    
    
    
    
    2.1501/07/2003
to 30/06/2004
    
    
    
    
    
    
    
    
    2.1501/10/2003
to 30/09/2004
    
    
    
    
    
    
    
    
    2.2001/01/2004
to 31/12/2004
    
    
    
    
    
    
    
    
    2.2501/04/2004
to 31/03/2005
    
    
    
    
    
    
    
    
    2.3501/07/2004
to 30/06/2005
    
    
    
    
    
    
    
    
    2.4001/10/2004
to 30/09/2005
    
    
    
    
    
    
    
    
    2.4501/01/2005
to 31/12/2005
    
    
    
    
    
    
    
    
    2.55
  (b)
    
    Clause 17.1(c) (Total Net Debt to Consolidated EBITDA Ratio).
The ratios specified in respect of the periods ending 31/03/2003 to
31/12/2005 (inclusive) shall be deleted and replaced with the
following ratios: Period
    
    
    
    
    
    
    
    
    
    Ratio01/04/2002
to 31/03/2003
    
    
    
    
    
    
    
    
    4.3501/07/2002
to 30/06/2003
    
    
    
    
    
    
    
    
    4.2501/10/2002
to 30/09/2003
    
    
    
    
    
    
    
    
    4.1001/01/2003
to 31/12/2003
    
    
    
    
    
    
    
    
    3.9501/04/2003
to 31/03/2004
    
    
    
    
    
    
    
    
    3.8501/07/2003
to 30/06/2004
    
    
    
    
    
    
    
    
    3.8501/10/2003
to 30/09/2004
    
    
    
    
    
    
    
    
    3.5001/01/2004
to 31/12/2004
    
    
    
    
    
    
    
    
    3.2501/04/2004
to 31/03/2005
    
    
    
    
    
    
    
    
    3.0501/07/2004
to 30/06/2005
    
    
    
    
    
    
    
    
    3.0001/10/2004
to 30/09/2005
    
    
    
    
    
    
    
    
    3.0001/01/2005
to 31/12/2005
    
    
    
    
    
    
    
    
    3.00




---



##### 



5.
    
    ConditionsThe amendments contained in paragraph 4 (Amendments) shall be conditional
on the following:  (a)
    
    the payment by the Parent to the Agent (for the account of the
Banks) of an amendment fee of US$100,000; and(b)
    
    the acceptance by the Parent (for itself and the Obligors) of the
terms of this letter.  6.
    
    General6.1
    
    For the avoidance of doubt no consents or waivers are given under this
letter in respect of any Event of Default or Potential Event of Default
under the Facilities Agreement or any other Senior Finance Document.6.2
    
    The agreement of the Banks to the amendments 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).6.3
    
    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.6.4
    
    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 For and on behalf of
CIBC World Markets Plc
in its capacity as Agent
for and on behalf of the Banks By: /s/ Nick Burnham To: CIBC World Markets Plc We confirm our acceptance of and agreement to your letter of 21st March 2003. For and on behalf of /s/ M.J.
Bissell               /s/ H. Poulson
Trench Electric Holding B.V.
(for itself and in its capacity as
Parent and agent for each of the Obligors) Date: 26th March 2003