EXECUTION COPY AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT AMENDMENT dated as of January 4, 1999 to the Five-Year Credit Agreement dated as of July 1, 1998 (the "CREDIT AGREEMENT") among THOMAS & BETTS CORPORATION, the BANKS party thereto and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent. The parties hereto agree as follows: SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. SECTION 2. AMENDMENT OF SECTION 5.07. Calculations of Consolidated Operating Cash Flow for the respective periods of four consecutive fiscal quarters ending April 4, 1999 and July 4, 1999 shall exclude the restructuring and special charges totaling $108.5 million incurred by the Borrower in, and reflected in the Borrower's consolidated statement of income for, the fiscal quarter ended October 4, 1998. SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement are true on and as of the date hereof and (ii) no Default has occurred and is continuing on the date hereof. SECTION 4. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. COUNTERPARTS. 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. SECTION 6. EFFECTIVENESS. This Amendment shall become effective as of January 4, 1999 when the Agent shall have received from each of the Borrower and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof. 2 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/Fred R. Jones ------------------------------ Title: Vice President - Chief Financial Officer MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: /s/ Robert Bottamedi ------------------------------ Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: /s/Nancy S. Goldman ------------------------------ Title: Vice President WACHOVIA BANK, N.A. By: /s/ Karin E. Reel ------------------------------ Title: Vice President ABN AMRO BANK N.V. By: /s/ Patrick Thom ------------------------------ Title: Vice President By: /s/Robert A. Budnek ------------------------------ Title: Vice President THE BANK OF NOVA SCOTIA By: /s/M.D. Smith ---------------------------- Title: Agent CIBC INC. By: /s/Cyd Petre ------------------------------ Title: Executive Director DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH By: /s/Alexander Karow ------------------------------ Title: Associate By: /s/Stephan Wiedemann ------------------------------ Title: Director FIRST UNION NATIONAL BANK By: /s/Robert T. Page ------------------------------ Title: Vice President SUNTRUST BANK, NASHVILLE, N.A. By: /s/Bryan W. Ford ------------------------------ Title: Vice President THE NORTHERN TRUST COMPANY By: /s/Nicole R. Kidder ------------------------------ Title: Second Vice President BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH By: ______________________________ Title: By: ______________________________ Title: THE BANK OF NEW YORK By: /s/Ann Marie Hughes ------------------------------ Title: Vice President THE BANK OF TOKYO-MITSUBISHI, LTD., ATLANTA AGENCY By: /s/William Otott ------------------------------ Title: Vice President FIRST AMERICAN NATIONAL BANK By: /s/William R. Stutts ------------------------------ Title: Senior Vice President KBC BANK N.V. By: /s/Robert Snauffer ------------------------------ Title: First Vice President By: /s/Marcel Claes ------------------------------ Title: Deputy General Manager THE SUMITOMO BANK, LTD. By: /s/Gary Franke ------------------------------ Title: Vice President & Manager UNION PLANTERS NATIONAL BANK By: /s/Elizabeth Rouse ------------------------------ Title: Vice President