Exhibit 10.1



 






Exhibit 10.1




AMENDMENT NO. 5




     This AMENDMENT NO. 5 (this “Amendment”) is made as of the 30th day of September, 2005, by and
among ERICO INTERNATIONAL CORPORATION, an Ohio corporation, ERICO PRODUCTS, INC., an Ohio
corporation, and ERICO EUROPE HOLDING B.V., formerly known as ERICO EUROPA B.V., a limited
liability company organized under the laws of the Netherlands (collectively, the “Borrowers” and,
individually, each a “Borrower”), the Banks, as defined in the Credit Agreement, as hereinafter
defined, LASALLE BANK NATIONAL ASSOCIATION, as lead arranger, issuing bank and administrative agent
for the Banks (the “Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, as co-lead
arranger and co-documentation agent, NATIONAL CITY BANK, as syndication agent, and KEYBANK NATIONAL
ASSOCIATION, as documentation agent.



     WHEREAS, the Borrowers, the Administrative Agent and the Banks are parties to that certain
Second Amended and Restated Multicurrency Credit and Security Agreement, dated as of December 2,
2002, that provides, among other things, for loans and letters of credit aggregating Seventy-Five
Million Dollars ($75,000,000), all upon certain terms and conditions (as amended and as the same
may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”);



     WHEREAS, the Borrowers, the Administrative Agent and the Banks desire to amend the Credit
Agreement to modify certain provisions thereof;



     WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not
otherwise defined herein, shall have the meaning given such term in the Credit Agreement;



     WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement
revised herein are amended effective as of the date of this Amendment; and



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained
and for other valuable considerations, the Borrowers, the Administrative Agent and the Banks hereby
agree as follows:



     1.     Amendment to Senior Subordinated Indebtedness. Subsection 6.3(l) of the Credit
Agreement is hereby amended to delete subparts (i) and (ii) therefrom and to insert in place
thereof, respectively, the following:




     (i) Payment. Notwithstanding anything in Section 6.3(d) to the contrary, International
may repay, redeem, retire, repurchase or exercise any right of legal defeasance, covenant
defeasance or a similar right with respect to any Senior Subordinated Indebtedness so long
as, (A) immediately after such repayment, redemption, retirement, repurchase or exercise of
defeasance or of a similar right, the calculation of (1) the aggregate of all Revolving
Credit Commitments of all of the Banks, minus (2) the aggregate outstanding
Revolving Credit Advances of all of the Banks, minus (3) the aggregate LC Exposure
of all of the Banks, shall be no less than Twenty-



 









 







Five Million Dollars ($25,000,000), and (B) no Potential Default or Event of Default
shall have occurred and be continuing or, immediately thereafter, would occur.




     (ii) [Reserved]



     2.     Legal Fees. The Borrowers shall pay all legal fees and expenses of the
Administrative Agent in connection with this Amendment promptly upon receipt of invoice.



     3.     Representations and Warranties. Each Borrower hereby represents and warrants to
the Administrative Agent and the Banks that (a) such Borrower has the legal power and authority to
execute and deliver this Amendment; (b) the officers executing this Amendment have been duly
authorized to execute and deliver the same and bind such Borrower with respect to the provisions
hereof; (c) the execution and delivery hereof by such Borrower and the performance and observance
by such Borrower of the provisions hereof do not violate or conflict with the organizational
agreements of such Borrower or any law applicable to such Borrower or result in a breach of any
provision of or constitute a default under any other agreement, instrument or document binding upon
or enforceable against such Borrower; (d) no Potential Default or Event of Default exists under the
Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment
or by the performance or observance of any provision hereof; (e) such Borrower is not aware of any
claim or offset against, or defense or counterclaim to, such Borrower’s obligations or liabilities
under the Credit Agreement or any other Loan Document; and (f) this Amendment constitutes a valid
and binding obligation of such Borrower in every respect, enforceable in accordance with its terms.



     4.     Waiver. Each Borrower, by signing below, hereby waives and releases the
Administrative Agent and the Banks and their respective directors, officers, employees, attorneys,
affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which
such Borrower is aware, such waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with respect thereto.



     5.     References to Credit Agreement. Each reference that is made in the Credit
Agreement or any other Loan Document shall hereafter be construed as a reference to the Credit
Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and
provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and
effect and be unaffected hereby. This Amendment is a Loan Document.



     6.     Counterparts. This Amendment may be executed in any number of counterparts, by
different parties hereto in separate counterparts and by facsimile signature, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.



     7.     Headings. The headings, captions and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment.



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     8.     Severability. Any term or provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the term or provision so held to be invalid
or unenforceable.



     9.     Governing Law. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Illinois, without regard to principles of conflict of laws.



[Remainder of page intentionally left blank.]





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     JURY TRIAL WAIVER. THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE BANKS, TO THE
EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWERS, THE ADMINISTRATIVE
AGENT AND THE BANKS, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO.



     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment in Cleveland, Ohio
as of the date first set forth above.



	 	 	 	 	 
	 	ERICO INTERNATIONAL CORPORATION

 	 
	 	By:  	/s/
Jeffrey R. Steinhilber
	 	Name:  	Jeffrey
R. Steinhilber
	 	Title:  	Chief
Financial Officer
	 
	 	ERICO PRODUCTS, INC.

 	 
	 	By:  	/s/
Jeffrey R. Steinhilber
	 	Name:  	Jeffrey
R. Steinhilber
	 	Title:  	Chief
Financial Officer
	 
	 	ERICO EUROPE HOLDING B.V., formerly known

as ERICO EUROPA, B.V.

 	 
	 	By:  	/s/
William
H. Roj
	 	Name:  	William
H. Roj
	 	Title:  	Director
	 
	 	LASALLE BANK NATIONAL ASSOCIATION,

as the Administrative Agent, Lead Arranger

and as a Bank, and as Issuing Bank

 	 
	 	By:  	/s/
James
P. Bahleda
	 	Name:  	James
P. Bahleda
	 	Title:  	Vice
President



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	 	GENERAL ELECTRIC CAPITAL

CORPORATION,

as Co-Lead Arranger, Co-Documentation

Agent and as a Bank

 	 
	 	By:  	/s/ Christopher Cox	 
	 	Name:  	Christopher Cox 	 
	 	Title:  	Duly Authorized Signatory 	 
	 
	 	NATIONAL CITY BANK,

as Syndication Agent and as a Bank

 	 
	 	By:  	/s/ Ronald J. Majka	 
	 	Name:  	Ronald J. Majka 	 
	 	Title:  	Senior Vice President 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION,

as Documentation Agent and as a Bank

 	 
	 	By:  	/s/ Michael P. Shiplett	 
	 	Name:  	Michael P. Shiplett 	 
	 	Title:  	Senior Vice President 	 
	 




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