EX-10.17 Receivables Purchase Agreement

THIRD AMENDMENT TO

      THIS THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 6, 2002 (this “Amendment”), is entered into by and among TBSPV, INC., as seller (the “Seller”), THOMAS & BETTS CORPORATION, as the initial master servicer (the “Master Servicer”), BLUE RIDGE ASSET FUNDING CORPORATION, as purchaser (“Blue Ridge”) and WACHOVIA BANK, NATIONAL ASSOCIATION (successor in interest to Wachovia Bank, N.A.), as the administrative agent (in such capacities, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below and amended hereby).

      WHEREAS, the parties hereto have entered into that certain Receivables Purchase Agreement, dated as of September 21, 2001 (as amended, restated, supplemented or otherwise modified, the “Agreement”);

      WHEREAS, the parties hereto desire to amend the Agreement in certain respects as hereinafter set forth;

      NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:

      SECTION 1.1     Amendments.

      The Agreement is hereby amended as follows:

      (a) The following paragraph (m) is added to the end of Section 7.1 of the Agreement:

      (b) The definition of “Monthly VID Amount” in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:

      (c) The definition of “Monthly VID Reserve Amount” in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:

      (d) The definition of “Renewal Expiration Date” in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:

      (e) The definition of “Volume Incentive Discount Reserve” in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:

      (f) The following definitions are hereby added in to Exhibit I to the Agreement in alphabetical order thereto:

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      (g) The definitions of“Accreted Monthly VID Reserve Amount”, “Additional VID Reserve Amount”, “Adjusted VID Reserve Amount”, “Aggregate VID Balance Amount”, and “VID Balance” are hereby deleted in their entirety from Exhibit I to the Agreement.

      SECTION 1.2     Reference to and Effect on the Agreement and the Related Documents.

      (a) Upon the effectiveness of this Amendment, (i) each of the Seller Parties hereby reaffirms all representations and warranties made by it in Article V of the Agreement (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment, (ii) each of the Seller Parties hereby represents and warrants that no Liquidation Event or Unmatured Liquidation Event shall have occurred and be continuing and (iii) each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references to the Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Agreement shall mean and be, a reference to the Agreement as amended hereby.

      (b) The Seller hereby agrees that in addition to any costs otherwise required to be paid pursuant to the Transaction Documents (including, without limitation, any audit fees and due diligence expenses), the Seller shall pay to the Administrative Agent any reasonable legal fees and out-of-pocket expenses in connection with the consummation of this Amendment.

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      SECTION 1.3     Effect.

      Except as otherwise amended by this Amendment, the Agreement shall continue in full force and effect and is hereby ratified and confirmed.

      SECTION 1.4     Governing Law.

      This Amendment will be governed by and construed in accordance with the laws of the State of New York.

      SECTION 1.5      Severability.

      Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

      SECTION 1.6     Counterparts.

      This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

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      IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[additional signatures to follow]

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[end of signatures]

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