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EXHIBIT 10.2
EXECUTION COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of December 8, 1995 among THOMAS & BETTS CORPORATION,
the BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of March 29, 1995 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of the Agreement.
(a) The table in Section 5.07 is changed to read as follows:
Date Minimum Ratio
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January 1, 1995 .15
December 29, 1996 .18
December 28, 1997 .20
January 3, 1999 .25
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(b) The second sentence of Section 5.09 is amended to read as follow:
For this purpose, the "Compliance Level" is an amount initially equal
to $100,000,000; the Compliance Level shall be increased effective at the
end of (i) the second fiscal quarter of the fiscal year of the Borrower
ending December 29, 1996 and (ii) the first fiscal quarter of each
subsequent fiscal year, in each case by an amount equal to 50% of the
consolidated net income of the Borrower and its Consolidated Subsidiaries
for the preceding fiscal year, but as to any particular such preceding year
only if the consolidated net income of the Borrower and its Consolidated
Subsidiaries for such year is a positive number.
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of the date hereof when the Agent
shall have received duly executed counterparts hereof signed by the Borrower
and the Required Banks (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution
of a counterpart hereof by such party).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THOMAS & BETTS CORPORATION
By /s/
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Title: Vice President-Finance
and Treasurer
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Jeffrey
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Jeffrey
Title: Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By /s/ Christopher S. Hall
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Christopher S. Hall
Title: Vice President
By /s/ Thomas A. Faley
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Thomas A. Faley
Title: Associate
WACHOVIA BANK OF GEORGIA, N.A.
By /s/ Charles Dee O'Dell II
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Charles Dee O'Dell II
Title: Vice President
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ABN AMRO BANK N.V.
ATLANTA AGENCY
By /s/
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Title: Senior Vice President
By /s/ Steven L. Hissman
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Steven L. Hissman
Title: Vice President
BANK OF AMERICA ILLINOIS
By /s/ Michelle Kaceria
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Michelle Kaceria
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F.C. Ashby
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F.C. Ashby
Title: Senior Manager Loan
Operator
CIBC, INC.
By /s/ Kathyrn W. Sax
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Kathyrn W. Sax
Title: Director
NORTHERN TRUST COMPANY
By /s/ James F. T. Ganbert
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James F. T. Ganbert
Title: Vice President
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PNC BANK, KENTUCKY, INC.
By /s/Ralph A. Phillips
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Ralph A. Phillips
Title: Vice President
THE SUMITOMO BANK, LTD.
By /s/
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Title: Joint General Manager
FIRST FIDELITY BANK, N.A.
By /s/ A W J Dimmick
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A W J Dimmick
Title: Vice President
THE BANK OF NEW YORK
By /s/ Gregory L. Batson
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Gregory L. Batson
Title: Vice President
FIRST AMERICAN NATIONAL BANK
By /s/ David C. May
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David C. May
Title: Executive Vice President
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TORONTO DOMINION (NEW YORK), INC.
By /s/
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Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/
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Title: Vice President