**Exhibit 10.2**AMENDMENT NO. 4     ThisAMENDMENT NO. 4 (this “Amendment”) is made as of the16th day of June, 2005, by and amongERICO INTERNATIONAL CORPORATION, an Ohio corporation, ERICO PRODUCTS, INC., an Ohio corporation, andERICO EUROPE HOLDING B.V., formerly known as ERICO EUROPA B.V., a limited liability companyorganized under the laws of the Netherlands (collectively, the“Borrowers” and, individually, eacha “Borrower”), the Banks, as defined in the Credit Agreement, as hereinafter defined, LASALLE BANKNATIONAL ASSOCIATION, as lead arranger, issuing bank andadministrative agent for the Banks (the“Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, as co-lead arranger andco-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 certainSecond 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-FiveMillion Dollars ($75,000,000), all upon certain terms and conditions (as amended and as the samemay 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 CreditAgreement to modify certain provisions thereof;     WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but nototherwise defined herein, shall have the meaning given such term in the Credit Agreement;     WHEREAS,unless otherwise specifically provided herein, the provisions of the CreditAgreement 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 containedand for other valuable considerations, the Borrowers, the Administrative Agent and the Bankshereby agree as follows:1. Amendment to Indebtedness Covenant. Section 6.3(b) of the Credit Agreement is herebyamended to delete subpart (viii) therefrom and to insert in place thereof the following:     (viii) subject to the limitations contained in Section 2.11 (a) and withoutduplication, Indebtedness of (x) a Borrower comprised of Fronting Bank LCs and AffiliateFronting Bank LCs issued for the benefit of Non-US Subsidiaries(including Europa in the caseof International), (y) Europa comprised of Advances, and(z) Wholly-Owned Non-USSubsidiaries (including Europa) comprised of intercompany loans from International, ERICOProducts or, without duplication of (y) above, Europa, so long as the aggregate of theforegoing under (x), (y) and (z) incurred on andafter the Second AmendmentClosing Date shall not exceed Fifty-Five Million Dollars($55,000,000) at any one timeoutstanding.
 

 
     2. Amendment to Investments. Section 6.3(d)(ii) of the Credit Agreement isherebyamended to delete subpart (VI) therefrom and to insert in place thereof the following;     (VI) advances, loans, notes receivable or Guaranties comprised of (x) FrontingBank LCs and Affiliate Fronting Bank LCs issued for account of a Borrower for the benefitof Non-US Subsidiaries (including Europa in the case of International), (y)intercompany loans to Non-US Subsidiaries from International, ERICO Products or Europa tothe extent funded by Advances, and (z) investments or accounts receivable permitted byclause (i)(x) above, so long as the aggregate of the foregoing under (x), (y) and (z)incurred on and after the Second Amendment Closing Date shall notexceed Fifty-Five MillionDollars ($55,000,000) at any one time outstanding.     3. Amendment to Intercompany Loans. Section 6.3(n) of the Credit Agreement ishereby amended to delete subpart (i) therefrom and to insert in place thereof the following:          (i) [Reserved]     4. Waiver of Intercompany Promissory Notes. The Administrative Agent and theBanks hereby waive the requirement that intercompany loans and advances from a Borrower or aSubsidiary that is a Guarantor to a Non-U.S. Subsidiary and Subordinated Intercompany Loansbe evidenced by promissory notes. In connection therewith, the Administrative Agent and theBanks also waive the requirement that any such promissory notes be deliveredto theAdministrative Agent.     5. Legal Fees. The Borrowers shall pay all legal fees and expenses of theAdministrative Agent in connection with this Amendment promptly upon receipt of invoice.     6. Representationsand Warranties. Each Borrower hereby represents and warrantstothe Administrative Agent and the Banks that (a) such Borrower has the legal powerandauthority to execute and deliver this Amendment; (b) the officers executing this Amendmenthave been duly authorized to execute and deliver the same and bind such Borrower with respectto the provisions hereof; (c) the execution and delivery hereof by such Borrower and theperformance and observance by such Borrower of the provisions hereof do not violate orconflictwith the organizational agreements of such Borrower or any law applicable to such Borrower orresult 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 PotentialDefault or Event of Default exists under the Credit Agreement, nor will any occur immediatelyafter the execution and delivery of this Amendment or by the performance or observance of anyprovision hereof; (e) such Borrower is not aware of any claim or offset against, or defense orcounterclaim to, such Borrower’s obligations or liabilities under the Credit Agreement or anyother Loan Document; and (f) this Amendment constitutes a validand binding obligation of suchBorrower in every respect, enforceable in accordance with its terms.     7. Waiver. Each Borrower, by signing below, hereby waives and releases theAdministrative Agent and the Banks and their respective directors, officers,employees,
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attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses andcounterclaims of which such Borrower is aware, such waiver and release being with full knowledgeand understanding of the circumstances and effect thereof and after having consulted legal counselwith respect thereto.          8. References to Credit Agreement. Each reference that is made in the CreditAgreement or any other Loan Document shall hereafter be construed as a reference to the CreditAgreement as amended hereby. Except as herein otherwise specifically provided, all terms andprovisions of the Credit Agreement are confirmed and ratified and shall remain in full force andeffect 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 whenso executed and delivered shall be deemed to be an original and all of which taken together shallconstitute but one and the same agreement.          10. Headings. The headings, captions and arrangements used in this Amendment are forconvenience only and shall not affect the interpretation of this Amendment.          11. Severability. An*y*term or provision of this Amendment held by a court ofcompetent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainderof this Amendment and the effect thereof shall be confined to the term or provision so held to beinvalid or unenforceable.          12. Governing Law. The rights and obligations of all parties hereto shall begoverned 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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     13. JURYTRIAL 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 ANYDISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWERS, THE ADMINISTRATIVEAGENT AND THE BANKS, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THERELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHERINSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSRELATED THERETO.     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment in Cleveland, Ohioas 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 knownas 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 asIssuing Bank           By: /s/ James P. Bahleda           Name: James P. Bahleda    Title: Vice President  
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         GENERAL, ELECTRIC CAPITAL      CORPORATION.          as Co-Load 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 NATIONALASSOCIATION,     as Documentation Agent and as a Bank           By: /s/ Michael P. Shiplett           Name: Michael P. Shiplett    Title: Senior Vice President  
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