Exhibit 10.4 AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT dated as of December 5, 1997 among THOMAS & BETTS CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "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 (as heretofore amended, the "Agreement"); and WHEREAS, the parties hereto desire to amend the Agreement as specified 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 DEFINITIONS. The definition of "Consolidated Operating Cash Flow" in Sectiion 1.01 of the Agreement is amended to read as follows: "Consolidated Operating Cash Flow" means, for any fiscal quarter, the sum of the consolidated net income of the Borrower and its Consolidated Subsidiaries for such fiscal quarter plus, to the extent deducted in determining such consolidated net income for such fiscal quarter, depreciation and amortization. SECTION 3. RECEIVABLES SALES. The amount of "$100,000,000" in Section 5.12(b) is changed to "250,000,000." SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and warrants that as of the date hereof and after giving effect hereto: (a) no Default has occurred and is contuing; and (b) each representation and warranty of the Borrower set forth in the Agreement is true and correct as though made on and as of such date. SECTION 5. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6. 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). 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/ Joseph C. Sullivan --------------------------------- Title: Assistant Treasurer MORGAN GUARANTY TRUST COMPANY OF NEW YORK By /s/ Jeffrey Hwang -------------------------------- Title: Vice President DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCHES By /s/ Stephan A. Wiedemann -------------------------------- Title: Director By /s/ Thomas A. Foley -------------------------------- Title: Assistant Vice President WACHOVIA BANK OF GEORGIA, N.A. By /s/ Charles Dee O'Dell II -------------------------------- Title: Senior Vice President ABN AMRO BANK N.V. ATLANTA AGENCY By /s/ Patrick A. Thom -------------------------------- Title: Vice President By /s/ W.T. Fischer -------------------------------- Title: Senior Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By /s/ Laurens F. Schaad, Jr. -------------------------------- Title: Vice President THE BANK OF NOVA SCOTIA By /s/ F.C.H. Ashby -------------------------------- Title: Senior Manager Loan Operations CIBC, INC. By /s/ Kathryn W. Sax -------------------------------- Title: Executive Director, CIBC Oppenheimer Corp. as Agent NORTHERN TRUST COMPANY By /s/ John Conway -------------------------------- Title: Vice President PNC BANK, KENTUCKY, INC. By /s/ Ralph A. Phillips -------------------------------- Title: Vice President THE SUMITOMO BANK, LTD. By /s/ Masayuki Fukushima -------------------------------- Title: Joint General Manager FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as successor by merger to FIRST FIDELITY BANK, N.A. By /s/ Mark B. Felker -------------------------------- Title: Senior Vice President THE BANK OF NEW YORK By /s/ Ann Marie Hughes -------------------------------- Title: Assistant Vice President FIRST AMERICAN NATIONAL BANK By /s/ William R. Stutts -------------------------------- Title: Senior Vice President THE CHASE MANHATTAN BANK By /s/ Carol A. Ulmer -------------------------------- Title: Vice President UNION PLANTERS NATIONAL BANK By /s/ Elizabeth Rouse -------------------------------- Title: Vice President MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent By /s/ Jeffrey Hwang -------------------------------- Title: Vice President