EX-10.1






Exhibit 10.1




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of August 12, 2005, among THOMAS & BETTS CORPORATION, a Tennessee corporation (the
“Borrower”), the Lenders (as defined in the hereinafter defined Credit Agreement) party
hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative
Agent”).



W I T N E S S E T H:




WHEREAS, the Borrower, the Guarantors (as defined therein) party thereto, the Lenders and the
Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of
June 14, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”); and



WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders release
Thomas & Betts International, Inc., a Delaware corporation, Augat Europe, Inc., a Delaware
corporation, Thomas & Betts Europe, Inc., a Delaware corporation, Thomas & Betts Caribe Inc., a
Delaware corporation, TB Acquisition Corp., a Delaware corporation, Thomas & Betts Mexico, L.L.C.,
a Delaware limited liability company and Dutch L.P., Inc., a Delaware corporation (collectively,
the “Released Guarantors”) from their obligations with respect to their Guaranties under
the Credit Agreement (the “Release”), and the Administrative Agent and the Lenders have
agreed to the Release on the terms and conditions set forth herein;



NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that all capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby,
and further agree as follows:



1. Amendments to Credit Agreement and Other Loan Documents. Subject to the
fulfillment of the conditions precedent to the effectiveness of this Amendment which are set forth
below, the Credit Agreement and the other Loan Documents shall be amended as follows:



(a) Section 1.1 of the Credit Agreement, Definitions, is hereby amended and modified
by (i) deleting the definition of “Borrower Parties” in its entirety and (ii) inserting the
following definition of “Domestic T&B Companies” in alphabetical order:




“Domestic T&B Companies” shall mean, collectively, the Borrower and the
Domestic Subsidiaries; and “Domestic T&B Company” shall mean any one of the
foregoing Domestic T&B Companies. Notwithstanding anything to the contrary
contained in this Agreement, the Domestic T&B Companies shall not include any
Foreign Subsidiaries.



(b) Section 1.1 of the Credit Agreement, Definitions, is hereby further amended and
modified by inserting the following definition of “Consolidated Net Worth” in alphabetical order:




“Consolidated Net Worth” shall mean, as of any date of determination,
for the Borrower and its Consolidated Subsidiaries, on a consolidated basis, the sum
of (a) common stock, (b) additional paid in capital, and (c) retained earnings, in
each case as of such date.



(c) Section 1.1 of the Credit Agreement, Definitions, is hereby further amended and
modified by deleting the definitions of “Excess Funding Guarantor” and “Guarantors” in their
entirety.



(d) Section 1.1 of the Credit Agreement, Definitions, is hereby further amended and modified
by deleting the last sentence (“All references in this Agreement to “this Guaranty” shall be to the
Guaranty provided for pursuant to the terms of Article 3.”) from the definition of “Guaranty”.



(e) Section 1.1 of the Credit Agreement, Definitions, is hereby further amended and
modified by (i) deleting the definition of “Guaranty Supplements” and (ii) deleting the reference
to “all Guaranty Supplements,” from the definition of “Loan Documents”.



(f) Section 1.1 of the Credit Agreement, Definitions, is hereby further amended and
modified by amending and restating the definition of “Negative Pledge Agreement” as follows




“Negative Pledge Agreement” shall mean that certain Negative Pledge
Agreement dated as of August 12, 2005, among the Domestic Subsidiaries, the Foreign
Subsidiaries and the Administrative Agent for the benefit of the Lender Group, in
form and substance satisfactory to the Administrative Agent.



(g) Section 1.1 of the Credit Agreement, Definitions, is hereby further amended and
modified by (i) deleting “the Borrower Parties” from clause (a) of the definition of “Obligations”
and substituting “the Borrower” in lieu thereof, and (ii) deleting “any Borrower Party” from clause
(b) of such definition and substituting “the Borrower” in lieu thereof.



(h) Section 1.1 of the Credit Agreement, Definitions, is hereby further amended and
modified by amending and restating subsection (l) of the definition of “Permitted Liens” as
follows:




(l) Other Liens on assets of the Borrower and its Subsidiaries so long as the
sum of (i) the aggregate principal amount of Indebtedness of the Borrower and its
Subsidiaries that is secured by a Lien on the assets of the Borrower and its
Subsidiaries, plus (ii) the aggregate principal amount of unsecured Indebtedness of
the Domestic Subsidiaries (other than any Indebtedness permitted under Section
8.1(f)), shall not at any time exceed twenty percent (20%) of Consolidated Net
Worth determined as of the last day of the fiscal quarter most recently ended.



(i) Section 2.14 of the Credit Agreement, Letters of Credit, is hereby amended and
modified by deleting the phrase “or any Guarantor’s” from subsection (i) thereof.



(j) Article 3 of the Credit Agreement, Guaranty, is hereby amended and modified by
deleting the text thereof in its entirety and by substituting “[Intentionally Omitted]” in lieu
thereof.



(k) Section 6.13 of the Credit Agreement, Formation of Subsidiaries, is hereby amended
and restated in its entirety as follows:




Section 6.13 Formation of Subsidiaries. At the time of the formation
of any direct or indirect wholly-owned Subsidiary of the Borrower or the Acquisition
of any direct or indirect wholly-owned Subsidiary of the Borrower after the
Agreement Date, the Borrower shall confirm, or cause such new Subsidiary to confirm,
in writing such Subsidiary’s agreement with the terms of the Negative Pledge
Agreement.



(l) Section 7.3 of the Credit Agreement, Compliance Certificates, is hereby modified
and amended by amending and restating subsection (a) thereof as follows:




(a) Setting forth as at the end of such quarter or year, as the case may be,
(i) the arithmetical calculations required to establish whether or not the Borrower
was in compliance with the requirements of the Financial Covenants being tested as
at the end of such quarter or year, as applicable, and (ii) the calculation of
Consolidated Net Worth as at the end of such quarter or year, as applicable;



(m) Section 8.1 of the Credit Agreement, Indebtedness, is hereby amended and modified
by amending and restating subsection (e) thereof as follow:




(e) Other Indebtedness of the Domestic T&B Companies so long as, prior to and
after giving effect thereto, the Domestic T&B Companies are otherwise in compliance
with the terms of this Agreement; provided, however, notwithstanding
the foregoing, the sum of (i) the aggregate principal amount of Indebtedness of the
Borrower and its Subsidiaries that is secured by a Lien on the assets of the
Borrower and its Subsidiaries, plus (ii) the aggregate principal amount of all
unsecured Indebtedness of the Domestic Subsidiaries (other than any Indebtedness
permitted under Section 8.1(f)) shall not at any time exceed twenty percent
(20%) of Consolidated Net Worth; and




(f) Unsecured Indebtedness of any Person at the time such Person becomes a
Domestic Subsidiary of the Borrower or at the time such Person is merged or
consolidated with or into the Borrower or one of its Domestic Subsidiaries, as
applicable, and in any such case only to the extent that such Indebtedness was not
created in contemplation of such event and so long as, prior to and after giving
effect to such event, the Domestic T&B Companies are otherwise in compliance with
the terms of this Agreement.



(n) Section 11.12 of the Credit Agreement, Amendments and Waivers, is hereby amended
and modified by (i) inserting the word “and” immediately before clause (iv) of subsection (a)
thereof and (ii) deleting “and (v) the consent of the Guarantors and the Majority Lenders shall be
required for any amendment to Article 3” from such subsection (a).



(o) Section 11.17 of the Credit Agreement, Revival and Reinstatement of Obligations,
is hereby amended and modified by deleting the phrases “or any Guarantor” and “or such Guarantor,
as applicable,” therefrom.



(p) Except as otherwise specifically provided above, the Credit Agreement and each of the
other Loan Documents are hereby amended and modified by (i) deleting each reference therein to
“Borrower Parties” and substituting “Domestic T&B Companies” in lieu thereof and (ii) deleting each
reference therein to “Borrower Party” and substituting “Domestic T&B Company” in lieu thereof. In
addition to the foregoing, from and after the effective date of this Amendment, the Credit
Agreement and each of the other Loan Documents shall be deemed to have been amended to the extent
necessary to delete each reference to a “Guarantor” or to the “Guarantors” contained therein and to
confirm that each such reference shall have no further force or effect.



2. Release. The Administrative Agent and each Lender hereby releases and discharges
each Released Guarantor from their obligations arising in respect of their Guaranty of the
Obligations of the Borrower under the Credit Agreement and the other Loan Documents.



3. No Further Amendment, Waiver or Release. The execution, delivery and effectiveness
of this Amendment shall not, except as expressly provided above, operate as a waiver of any right,
power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any of the
other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any of
the other Loan Documents. Except for the amendments and releases expressly set forth above and
delivered in connection herewith, the text of the Credit Agreement and all other Loan Documents
shall remain unchanged and in full force and effect and the Borrower hereby ratifies and confirms
its obligations thereunder. This Amendment shall not constitute a modification of the Credit
Agreement or a course of dealing with the Administrative Agent or the Lenders at variance with the
Credit Agreement such as to require further notice by the Administrative Agent or the Lenders to
require strict compliance with the terms of the Credit Agreement and the other Loan Documents in
the future. The Borrower acknowledges and expressly agrees that the Administrative Agent and the
Lenders reserve the right to, and do in fact, require strict compliance with all terms and
provisions of the Credit Agreement and the other Loan Documents, as amended herein. The Borrower
has no knowledge of any challenge to the Administrative Agent’s or any Lender’s claims arising
under the Loan Documents, or to the effectiveness of the Loan Documents. Nothing in this Amendment
is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any
of the Obligations.



4. Conditions of Effectiveness. This Amendment shall become effective as of the date
hereof when the Administrative Agent shall have received (a) counterparts of this Amendment duly
executed by the Borrower, the Administrative Agent and each of the Lenders, and (b) a duly executed
Negative Pledge Agreement executed by each of the Domestic Subsidiaries and each of the Foreign
Subsidiaries.



5. Representations and Warranties of the Borrower. The Borrower represents and
warrants as follows:



(a) The Borrower is a corporation duly organized, validly existing and in good standing under
the laws of the State of Tennessee;



(b) The execution, delivery and performance by the Borrower of this Amendment and the Loan
Documents, as amended hereby, are within the Borrower’s corporate powers, have been duly authorized
by all necessary corporate action and do not contravene (i) the Borrower’s organizational
documents, (ii) law; or (iii) or any contractual restriction binding on or affecting the Borrower;



(c) This Amendment has been duly executed and delivered by the Borrower;



(d) This Amendment and each of the other Loan Documents, as amended hereby, constitute legal,
valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with
their respective terms, provided that the enforceability hereof and thereof is subject in each case
to general principles of equity and to bankruptcy, insolvency and similar laws affecting the
enforcement of creditors’ rights generally;



(e) As of the date hereof, all representations and warranties of the Borrowers set forth in
the Credit Agreement and the other Loan Documents are true, correct and complete in all material
respects; and



(f) No Default or Event of Default has occurred and is continuing as of this date under the
Credit Agreement as amended by this Amendment.



6. Reference to and Effect on the Loan Documents. Upon the effectiveness of this
Amendment, on and after the date hereof, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby.



7. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all reasonable
costs and expenses in connection with the preparation, execution, delivery, administration,
modification and amendment of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities hereunder and thereunder.



8. Section Titles. The section titles contained in this Amendment are included for
the sake of convenience only, shall be without substantive meaning or content of any kind
whatsoever, and are not a part of the agreement between the parties.



9. Entire Agreement. This Amendment and the other Loan Documents constitute the
entire agreement and understanding between the parties hereto with respect to the transactions
contemplated hereby and thereby and supersede all prior negotiations, understandings and agreements
between such parties with respect to such transactions



10. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.



11. Loan Document. This Amendment shall be deemed to be a Loan Document for all
purposes.



12. Counterparts. This Amendment may be executed by one or more of the parties hereto
on any number of separate counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed to constitute one and the same instrument. Any signatures
delivered by a party by facsimile transmission or by e-mail transmission of an adobe file format
document (also known as a PDF file) shall be deemed an original signature hereto.



[remainder of page intentionally left blank]

1


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized officers or representatives to execute and
deliver this Amendment as of the day and year first written above.



BORROWER: THOMAS & BETTS CORPORATION,



a Tennessee corporation




By:/s/ Thomas C. Oviatt

Name: Thomas C. Oviatt

Title: Vice President and Treasurer




2



LENDERS: WACHOVIA BANK, NATIONAL



ASSOCIATION, as Administrative Agent and as a Lender




By: /s/ David K. Hall



Name: David K. Hall

Title: Director



3



BANK OF AMERICA, N.A., as a Lender




By: /s/ Jack Williams



Name: Jack Williams

Title: Senior Vice President



4



REGIONS BANK, as a Lender




By: /s/ Corey Burgess



Name: Corey Burgess

Title: Vice President



5



CIBC INC., as a Lender




By: /s/ Dominic J. Sorresso



Name: Dominic J. Sorresso

Title: Executive Director



6



THE NORTHERN TRUST COMPANY,



as a Lender




By: /s/ T.E. Bernhardt



Name: T.E. Bernhardt

Title: Vice President



KBC BANK N.V., as a Lender




By: /s/ Jean-Pierre Diels



Name: Jean-Pierre Diels

Title: First Vice President




By: /s/ Eric Raskin



Name: Eric Raskin

Title: Vice President



SUNTRUST BANK, as a Lender




By: /s/ Bryan W. Ford



Name: Bryan W. Ford

Title: Director



LASALLE BANK NATIONAL



ASSOCIATION, as a Lender




By: /s/ W.P. Fischer



Name: W.P. Fischer

Title: Senior Vice President



ACKNOWLEDGED AND


AGREED:



THOMAS & BETTS INTERNATIONAL, INC.,



a Delaware corporation




By: /s/ W. David Smith, Jr.



Name: W. David Smith, Jr.

Title: Secretary



AUGAT EUROPE, INC.,



a Delaware corporation




By: /s/ W. David Smith, Jr.



Name: W. David Smith, Jr.

Title: Secretary



THOMAS & BETTS EUROPE, INC.,



a Delaware corporation




By: /s/ W. David Smith, Jr.



Name: W. David Smith, Jr.

Title: Secretary



THOMAS & BETTS CARIBE INC.,



a Delaware corporation




By: /s/ W. David Smith, Jr.



Name: W. David Smith, Jr.

Title: Secretary



TB ACQUISITION CORP.,



a Delaware corporation




By: /s/ W. David Smith, Jr.



Name: W. David Smith, Jr.

Title: Secretary



THOMAS & BETTS MEXICO, L.L.C.,



a Delaware limited liability company




By: /s/ W. David Smith, Jr.



Name: W. David Smith, Jr.

Title: Secretary of Thomas & Betts



International, Inc.- Sole Member



DUTCH L.P., INC.,



a Delaware corporation




By: /s/ W. David Smith, Jr.



Name: W. David Smith, Jr.

Title: Secretary




7