EX-10.1






FIRST AMENDMENT TO CREDIT AGREEMENT




This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of
March 2, 2005, among THOMAS & BETTS 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 Lenders and the Administrative Agent are parties to that certain
Credit Agreement dated as of June 25, 2003 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”); and



WHEREAS, the Borrower has requested certain amendments to the Credit Agreement, and the
Lenders and the Administrative Agent have agreed to such amendments 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 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. Subject to the fulfillment of the conditions
precedent to the effectiveness of this Amendment which are set forth below, the Credit Agreement
shall be amended as follows:



(a) Section 1.1 of the Credit Agreement, Definitions, is hereby amended and modified
by inserting the following definition in the appropriate alphabetical order:



“‘Base Rate Margin’ shall mean the percentage per annum for
Base Rate Advances determined from the following table and corresponding to
the Funded Debt/EBITDA Ratio in effect as of the most recent Calculation
Date (as defined below):



	 	 	 	 	 	 	 	 	 
	Level	 	Funded Debt/EBITDA Ratio	 	Base Rate Margin
	1
	 	Greater than or equal to 4.25 to 1.00            
	 	 	0.50	%
	2
	 	Greater than or equal to 3.50 to                 
	 	 	0.25	%
	 
	 	1.00 but less than 4.25 to 1.00	 	 	 	 
	3
	 	Less than 3.50 to 1.00                           
	 	 	0.00	%







The Base Rate Margin shall be determined and adjusted quarterly on the
date (each a “Calculation Date”) five (5) Business Days after the
date on which the Borrower provides the quarterly Compliance Certificate for
each fiscal quarter in accordance with the provisions of Section
7.3; provided, however, that (a) the initial Base Rate
Margin shall be based on Level 3 (as shown above) and shall remain at Level
3 until the first Calculation Date following the First Amendment Date and
thereafter, the Level shall be determined by the then current Funded
Debt/EBITDA Ratio, (b) if the Borrower fails to provide the Compliance
Certificate to the Administrative Agent for any fiscal quarter as required
by and within the time limits set forth in Section 7.3, the Base
Rate Margin shall be based on Level 1 until five (5) Business Days after the
Compliance Certificate is provided, whereupon the Level shall be determined
by the then current Funded Debt/EBITDA Ratio, and (c) the Base Rate Margin
shall be based on Level 1 during the continuance of any Default or Event of
Default. Except as set forth above, the Base Rate Margin shall be effective
from one Calculation Date until the next Calculation Date.”



“‘Calculation Date’ has the meaning given to such term in the
definition of ‘Base Rate Margin.’”



“‘Eurodollar Rate Margin’ shall mean the percentage per annum
for Eurodollar Advances determined from the following table and
corresponding to the Funded Debt/EBITDA Ratio in effect as of the most
recent Calculation Date:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Eurodollar Rate
	Level	 	Funded Debt/EBITDA Ratio	 	Margin
	1
	 	Greater than or equal to 4.25 to 1.00            
	 	 	2.00	%
	2
	 	Greater than or equal to 3.50 to                 
	 	 	1.75	%
	 
	 	1.00 but less than 4.25 to 1.00	 	 	 	 
	3
	 	Greater than or equal to 2.75 to                 
	 	 	1.50	%
	 
	 	1.00 but less than 3.50 to 1.00	 	 	 	 
	4
	 	Less than 2.75 to 1.00                           
	 	 	1.25	%







The Eurodollar Rate Margin shall be determined and adjusted quarterly
on each Calculation Date; provided, however, that (a) the
initial Eurodollar Rate Margin shall be based on Level 4 (as shown above)
and shall remain at Level 4 until the first Calculation Date following the
First Amendment Date and thereafter, the Level shall be determined by the
then current Funded Debt/EBITDA Ratio, (b) if the Borrower fails to provide
the Compliance Certificate to the Administrative Agent for any fiscal
quarter as required by and within the time limits set forth in Section
7.3, the Eurodollar Rate Margin shall be based on Level 1 until five (5)
Business Days after the Compliance Certificate is provided, whereupon the
Level shall be determined by the then current Funded Debt/EBITDA Ratio, and
(c) the Eurodollar Rate Margin shall be based on Level 1 during the
continuance of any Default or Event of Default. Except as set forth above,
the Eurodollar Rate Margin shall be effective from one Calculation Date
until the next Calculation Date.”



“‘First Amendment Date’ shall mean March 2, 2005.”



“‘Funded Debt/EBITDA Ratio’ shall mean, on any calculation
date, for the Borrower and its Consolidated Subsidiaries, on a consolidated
basis, the ratio of (a) Funded Debt as of such date to (b) EBITDA determined
for the immediately preceding twelve (12) month period.”



“‘Unused Line Fee Rate’ shall mean the percentage per annum
determined from the following table and corresponding to the Funded
Debt/EBITDA Ratio in effect as of the most recent Calculation Date:



	 	 	 	 	 	 	 	 	 
	Level	 	Funded Debt/EBITDA Ratio	 	Unused Line Fee Rate
	1
	 	Greater than or equal to 4.25 to 1.00            
	 	 	0.6250	%
	2
	 	Greater than or equal to 3.50 to                 
	 	 	0.5625	%
	 
	 	1.00 but less than 4.25 to 1.00	 	 	 	 
	3
	 	Less than 3.50 to 1.00                           
	 	 	0.5000	%







The Unused Line Fee Rate shall be determined and adjusted quarterly on
each Calculation Date; provided, however, that (a) the
initial Unused Line Fee Rate shall be based on Level 3 (as shown above) and
shall remain at Level 3 until the first Calculation Date following the First
Amendment Date and thereafter, the Level shall be determined by the then
current Funded Debt/EBITDA Ratio, and (b) if the Borrower fails to provide
the Compliance Certificate to the Administrative Agent for any fiscal
quarter as required by and within the time limits set forth in Section
7.3, the Unused Line Fee Rate shall be based on Level 1 until five (5)
Business Days after the Compliance Certificate is provided, whereupon the
Level shall be determined by the then current Funded Debt/EBITDA Ratio.
Except as set forth above, the Unused Line Fee Rate shall be effective from
one Calculation Date until the next Calculation Date.”



(b) Section 1.1 of the Credit Agreement, Definitions, is hereby further amended and
modified by amending and restating the definition of “Interest Rate Margin” as follows:



“‘Interest Rate Margin’ shall mean the Base Rate Margin or the
Eurodollar Rate Margin, as applicable.”



(c) Section 2.4 of the Credit Agreement, Fees, is hereby amended and modified by
amending and restating subsection (b) of such Section in its entirety as follows:



“(b) Unused Line Fee. The Borrower agrees to pay to the
Administrative Agent for the account of the Lenders, in accordance with
their respective Revolving Commitment Ratios, an unused line fee on the
aggregate amount by which the Revolving Loan Commitments exceeded the sum of
the average daily amount of Aggregate Revolving Credit Obligations (other
than with respect to any Swing Loans and Agent Advances) for each day from
the Agreement Date through the Maturity Date (or the date of any earlier
prepayment in full of the Obligations), at a rate equal to the Unused Line
Fee Rate then applicable. Such unused line fee shall be computed on the
basis of a hypothetical year of 360 days for the actual number of days
elapsed, shall be payable in arrears on the fifteenth (15th) day of each
calendar quarter thereafter for the immediately preceding calendar quarter,
and if then unpaid, on the Maturity Date (or the date of any earlier
prepayment in full of the Obligations), and shall be fully earned when due
and non-refundable when paid.”



(d) Section 7.3 of the Credit Agreement, Compliance Certificates, is hereby amended
and modified by amending and restating subsection (a) of such Section in its entirety as follows:



“(a) Setting forth as at the end of such month, quarter or year or as
of such date, 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
month, quarter or year, as applicable, and (ii) the arithmetical
calculations required to establish the Base Rate Margin, the Eurodollar Rate
Margin, and the Unused Line Fee Rate in effect as at the end of such month,
quarter or year, as applicable;”



2. Amendments to Exhibits to Credit Agreement. Exhibit H to the Credit Agreement,
Form of Compliance Certificate, is modified and amended by deleting the existing Exhibit H
in its entirety and substituting Exhibit H attached hereto in lieu thereof.



3. No Waiver. 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 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 or to modify,
affect or impair the perfection or continuity of the Administrative Agent’s and the Lenders’
security interests in, security titles to, or other Liens on, any Collateral for the Obligations,
other than as expressly set forth herein.



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 Borrowers, the Guarantors, the Administrative Agent and the Lenders (b) an executed
Compliance Certificate setting forth the arithmetical calculations required to establish the Base
Rate Margin, the Eurodollar Rate Margin, and the Unused Line Fee Rate in effect as of the First
Amendment Date, and (c) a duly executed Blocked Account Agreement, in form and substance reasonably
satisfactory to the Administrative Agent, with respect to the Borrower’s bank accounts at Bank of
America, N.A.



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, the representations and warranties of the Borrowers set forth in
Article 5 of the Credit Agreement, in Section 7 of the Security Agreement, Section 7 of the Fixed
Asset Security Agreement, Section 1 of the Negative Pledge Agreement, Sections 1 and 3 of the
Canadian Pledge Agreement, and Section 4.1 of the European Pledge Agreement are, subject to the
limitations set forth therein, true and correct in all material respects (except for those
representations and warranties which expressly relate to an earlier date or which are no longer
applicable).



(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. Affirmation of Guaranty. By executing this Amendment, each of the Guarantors
hereby acknowledges, consents and agrees that all of its obligations and liabilities under the
provisions of the Credit Agreement remain in full force and effect, and that the execution and
delivery of this Amendment and any and all documents executed in connection therewith shall not
alter, amend, reduce or modify its obligations and liability under the Credit Agreement or any of
the other Loan Documents to which it is a party.



8. 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.



9. 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.



10. 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



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



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



13. 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.



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 — Treasurer
	 
	 	 
	LENDERS:

	 	WACHOVIA BANK, NATIONAL








	 	 	 	ASSOCIATION, as Administrative Agent and as a Lender





	 	 	 
	By:

	 	/s/ W. Eugene Wilson
	
 
	 	 
	
 
	 	Name: W. Eugene Wilson

Title: Director







BANK OF AMERICA, N.A. (individually and as successor by merger to Fleet Capital Corporation),
as a Lender



	 	 	 
	By:

	 	/s/ Andrew A. Doherty
	
 
	 	 
	
 
	 	Name: Andrew A. Doherty

Title: Vice President








	 	 	 	SIEMENS FINANCIAL SERVICES,






INC., as a Lender




By: /s/ Frank Amodio




	 	 	 	Name: Frank Amodio





Title: VP-Credit



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CIBC, INC., as a Lender




By: /s/ Dominic J. Sorresso




	 	 	 	Name: Dominic J. Sorresso

Title: Executive Director






CIBC World Markets Corp., as Agent




THE NORTHERN TRUST COMPANY,


as a Lender




By: /s/ Chris McKean




	 	 	 	Name: Chris McKean

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






ORIX BUSINESS CREDIT, as a Lender




By: /s/ Christopher L. Smith




	 	 	 	Name: Christopher L. Smith





Title: Authorized Representative



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ACKNOWLEDGED AND


AGREED:



GUARANTORS: THOMAS & BETTS INTERNATIONAL, INC., a Delaware corporation




By: /s/ Donald R. Rawlins




	 	 	 	Name: Donald R. Rawlins

Title: Secretary






AUGAT EUROPE, INC., a Delaware corporation




By: /s/ Donald R. Rawlins




	 	 	 	Name: Donald R. Rawlins

Title: Secretary






THOMAS & BETTS EUROPE, INC., a Delaware corporation




By: /s/ Donald R. Rawlins




	 	 	 	Name: Donald R. Rawlins

Title: Secretary






THOMAS & BETTS CARIBE INC., a Delaware corporation




By: /s/ Donald R. Rawlins




	 	 	 	Name: Donald R. Rawlins

Title: Secretary






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