Exhibit 10.1



 






Exhibit 10.1




AMENDMENT NO. 3




     This AMENDMENT NO. 3 (this “Amendment”) is made as of the 22nd day of December, 2004, 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 One Hundred
Twenty Million Dollars ($120,000,000), 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 normal covenants herein contained
and for other valuable considerations, the Borrowers, the
Administrative Agent and the Banks
hereby agree as follows:



     1. Amendment
to Financial Covenants. Section 6.4 of the Credit Agreement is hereby
amended to delete subsection (a) therefrom and to insert in place thereof the following:




     (a)
Consolidated Net Worth. The Borrowers shall not permit the Consolidated Net Worth
(i) as of December 31, 2003, to be less than Sixty-Two Million Dollars ($62,000,000), and
(ii) as of each Fiscal Quarter ending after December 31, 2003, not less than:




     (A)(1) Forty-One Million Dollars ($41,000,000) prior to the 2004 Special
Dividend, and (2) Twenty-Six Million Dollars ($26,000,000) on and after the 2004
Special Dividend; plus




     (B)
an aggregate amount equal to fifty percent (50%) of Consolidated Net
Income (if any and only to the extent a positive number) attributable to each



 









 






     Fiscal
Year ending after December 31, 2003 (which aggregate amount shall
not be reduced by any consolidated net losses reported for any Fiscal Year ending
after December 31, 2003); plus




     (C)
if such date is during and not at the end of a Fiscal Year, an amount
equal to fifty percent (50%) of the Consolidated Net Income (if any and only to the
extent a positive number) for the fiscal period consisting of the Fiscal Quarters
of such Fiscal Year that have ended on or before such date.



     2. Amendment to Consolidated Fixed Charge Coverage Ratio Definition. The
definition of Consolidated Fixed Charge Coverage Ratio as set forth in Annex II of the Credit
Agreement is hereby amended to delete the period at the end thereof and add the following:




     , and (F) the 2004 Special Dividend.



     3.
Addition to Definitions. Annex II of the Credit Agreement is hereby amended to
add the following new definition thereto:



     “2004
Special Dividend’’ means the Distribution of a Fifteen Million Dollar
($15,000,000) dividend by International to its Class “L” shareholders.




     4.
Consent
to 2004 Special Dividend. Borrowers have notified the Administrative
Agent and the Banks that Borrowers desire that International declare the 2004 Special Dividend
to Holding on or before December 31, 2004, and pay the 2004 Special Dividend to Holding on or
before January 31, 2005. Section 6.3(e) of the Credit Agreement states that no Borrower
shall
and no Borrower shall permit any of its Subsidiaries to, make or commit itself to
make any
Distribution, loan or advance to Holding or pay any management fee to Holding at any time
other than pursuant to specific exceptions set forth therein. Because the 2004 Special
Dividend
does not apply to any of those exceptions, Borrowers hereby request that the Administrative
Agent and the Required Banks consent to the declaration and payment of the 2004 Special
Dividend as described in the first sentence of this Section 4. The Administrative Agent and
the
Required Banks hereby consent to the declaration and payment of the 2004 Special Dividend as
described in the first sentence of this Section 4 on the condition that no Potential Default
or
Event of Default shall then exist or immediately thereafter shall begin to exist.



     5.
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.



     6.
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



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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.




     7.
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.



     8.
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.



     9.
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.



     10.
Headings. The headings, captions and arrangements used in this Amendment are
for convenience only and shall not affect the interpretation of this
Amendment.



     11.
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.



     12.
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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     15.
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:
	 	CFO	 	 
	 
	 	 	 	 	 	 
	 	 	ERICO PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey R. Steinhilber	 	 
	 

	 	Name:
	 	 

Jeffrey R. Steinhilber
	 	 
	 

	 	Title:
	 	CFO	 	 
	 
	 	 	 	 	 	 
	 	 	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/ Roy D. Hasbrook	 	 
	 

	 	Name:
	 	 

Roy D. Hasbrook	 	 
	 

	 	Title:
	 	SVP	 	 







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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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