**Exhibit 10.1**AMENDMENT NO. 3     This AMENDMENT NO. 3 (this “Amendment”) is made as of the 22nd day of December, 2004, by andamong ERICO INTERNATIONAL CORPORATION, an Ohio corporation, ERICOPRODUCTS, INC. an Ohiocorporation, and ERICO EUROPE HOLDING B.V., formerly known as ERICOEUROPA B.V., a Limitedliability 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 hereinafterdefined, LASALLE BANK NATIONAL ASSOCIATION, as lead arranger, issuing bank and administrativeagent for the Banks (the “Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, as co leadarranger and co-documentation agent, NATIONAL CITY BANK, as syndication agent, and KEYBANKNATIONAL 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 One HundredTwenty Million Dollars ($120,000,000), all upon certain terms and conditions (as amended and asthe same may from time to time be further amended, restated or otherwise modified, the “CreditAgreement”);     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 CreditAgreement, but nototherwise defined herein, shall have the meaning given such term in the Credit Agreement;     WHEREAS,unless otherwise specifically provided herein, the provisions of theCreditAgreement 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 containedand for other valuable considerations, the Borrowers, theAdministrative Agent and the Bankshereby agree as follows:     1. Amendmentto Financial Covenants. Section 6.4 of the Credit Agreement is herebyamended 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 SpecialDividend, and (2) Twenty-Six Million Dollars ($26,000,000) on and after the 2004Special Dividend; plus     (B)an aggregate amount equal to fifty percent (50%) of Consolidated NetIncome (if any and only to the extent a positive number) attributable to each
 

 
     FiscalYear ending after December 31, 2003 (which aggregate amount shallnot be reduced by any consolidated net losses reported for any Fiscal Year endingafter December 31, 2003); plus     (C)if such date is during and not at the end of a Fiscal Year, an amountequal to fifty percent (50%) of the Consolidated Net Income (if any and only to theextent a positive number) for the fiscal period consisting of the Fiscal Quartersof such Fiscal Year that have ended on or before such date.     2. Amendment to Consolidated Fixed Charge Coverage Ratio Definition. Thedefinition of Consolidated Fixed Charge Coverage Ratio as set forth in Annex II of the CreditAgreement 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 toadd the following new definition thereto:     **“2004Special Dividend’’** means the Distribution of a Fifteen Million Dollar($15,000,000) dividend by International to its Class “L” shareholders.     4.Consentto 2004 Special Dividend. Borrowers have notified the AdministrativeAgent and the Banks that Borrowers desire that International declare the 2004 Special Dividendto Holding on or before December 31, 2004, and pay the 2004 Special Dividend to Holding on orbefore January 31, 2005. Section 6.3(e) of the Credit Agreement states that no Borrowershalland noBorrower shall permit any of its Subsidiaries to, make or commit itself tomake anyDistribution, loan or advance to Holding or pay any management fee to Holding at any timeother than pursuant to specific exceptions set forth therein. Because the 2004 SpecialDividenddoes not apply to any of those exceptions, Borrowers hereby request that the AdministrativeAgent and the Required Banks consent to the declaration and payment of the 2004 SpecialDividend as described in the first sentence of this Section 4. The Administrative Agent andtheRequired Banks hereby consent to the declaration and payment of the 2004 Special Dividend asdescribed in the first sentence of this Section 4 on the condition that no Potential DefaultorEvent 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 theAdministrative Agent in connection with this Amendment promptly upon receipt of invoice.     6.Representations and Warranties. Each Borrower hereby represents and warrantsto the Administrative Agent and the Banks that (a) such Borrower has the legal power andauthority 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 withrespectto 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 underany 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 occurimmediately after the execution and delivery of this Amendment or by the performance or observanceof any provision hereof; (e) such Borrower is not aware of any claim or offset against, or defenseor counterclaim to, such Borrower’s obligations or liabilities under the Credit Agreement or anyother Loan Document; and (f) this Amendment constitutes a valid and binding obligation of suchBorrower in every respect, enforceable in accordance with its terms.     7.Waiver. Each Borrower, by signing below, hereby waives and releases the AdministrativeAgent and the Banks and their respective directors, officers, employees, attorneys, affiliates andsubsidiaries from any and all claims, offsets, defenses and counterclaims of which such Borroweris aware, such waiver and release being with full knowledge and understanding of the circumstancesand effect thereof and after having consulted legal counsel with 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 whichwhen so executed and delivered shall be deemed to be an original and all of which takentogethershall constitute but one and the same agreement.     10.Headings. The headings, captions and arrangements used in this Amendment arefor convenience only and shall not affect the interpretation of thisAmendment.     11.Severability. Any term or provision of this Amendment held by a court ofcompetent jurisdiction to be invalid or unenforceable shall not impair or invalidate theremainderof this Amendment and the effect thereof shall be confined to the term or provision so held tobeinvalid or unenforceable.     12.Governing Law. The rights and obligations of all parties hereto shall be governedby the laws of the State of Illinois, without regard to principles of conflict of laws.[Remainderof page intentionally left blank.]
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     15.JURY TRIAL WAIVER. THE BORROWERS, THE ADMINISTRATIVE AGENT AND THEBANKS, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVEA JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING INCONTRACT, TORT OR OTHERWISE, AMONG THE BORROWERS, THEADMINISTRATIVE AGENT AND THE BANKS, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, ORINCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT ORANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTIONHEREWITH OR THE TRANSACTIONS RELATED THERETO.     INWITNESS WHEREOF, the parties have executed and delivered thisAmendment in Cleveland,Ohio as of the date first set forth above.         ERICO INTERNATIONALCORPORATION           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 NATIONALASSOCIATION,       asthe 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 ELECTRICCAPITAL CORPORATION,