EXHIBIT 10.3
AMENDMENT NO. 2
This AMENDMENT NO. 2 (this "Amendment") is made as of the 20th day of
February, 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 mutual
covenants herein contained and for other valuable considerations, the Borrowers,
the Administrative Agent and the Banks hereby agree as follows:
1. Amendment to Fees. Section 2.12 of the Credit Agreement is
hereby amended to delete subsections (a), (d), (e), (f) and (g) therefrom and to
insert in place thereof, respectively, the following:
(a) STRUCTURING FEE/AMENDMENT FEE. The Borrowers agree to
pay to the Administrative Agent, for the pro rata benefit of the Banks,
the fees set forth in the Second Amendment Fee Letter.
(d) LETTER OF CREDIT FEE PERCENTAGES. So long as no Event
of Default shall have occurred which has not been waived in accordance
with Section 13.1 hereof:
(i) prior to the Second Amendment Closing Date, the Letter of
Credit Fee
Percentage shall be determined pursuant to this Agreement as in effect
prior to the Second Amendment Closing Date;
(ii) commencing on the Second Amendment Closing Date through
the day prior to the first anniversary of the Second Amendment Closing
Date, the Letter of Credit Fee Percentage shall be two and one-fourth
percent (2.25%);
(iii) on the first anniversary of the Second Amendment Closing
Date through March 31, 2005, the Letter of Credit Fee Percentage shall
be determined in accordance with the pricing grid below, based upon the
financial statements required by Section 6.1(a) for the Fiscal Quarter
ending September 30, 2004; and
(iv) on April 1, 2005 and thereafter on each Margin Adjustment
Date, the Letter of Credit Fee Percentage shall be adjusted to be the
percentage indicated in the following table corresponding to the
Consolidated Funded Debt to EBITDA Ratio of International and its
Subsidiaries as measured for the Cumulative Four Quarter Period ending
as of the most recent Margin Determination Date (so long as prior to
each such Margin Adjustment Date the Administrative Agent shall have
received the Margin Adjustment Documents):
Letter of
Credit Fee
Applicable Financial Standard Percentage
- ----------------------------- ----------
Financial Standard I 2.00 %
Financial Standard II 2.25 %
Financial Standard III 2.50 %
Financial Standard IV 2.75 %
Financial Standard V 3.00 %
Anything in subparts (ii) and (iii) of this subsection (d) to the
contrary notwithstanding, in the event that International or its
Subsidiaries, after the Second Amendment Closing Date but prior to the
first anniversary of the Second Amendment Closing Date, (1) effect an
Acquisition or (2) redeem any of the 2002 Senior Subordinated Notes,
then on each Margin Adjustment Date occurring after such Acquisition or
redemption, the Letter of Credit Fee Percentage will be determined in
accordance with subpart (iv) of this subsection (d) (notwithstanding
the introduction to such subpart referring to the date of April 1,
2005).
The Letter of Credit Fee Percentage effective as of a
particular Margin Adjustment Date shall remain effective only until the
next succeeding Margin Adjustment Date, at which time the Letter of
Credit Fee Percentage shall be recalculated pursuant to this Section
2.12(d) of this Agreement; except, however, that,
2
notwithstanding anything herein to the contrary, if (x) an Event of
Default shall have occurred which is continuing and has not been so
waived in accordance with Section 13.1 hereof or (y) even if any
resulting Event of Default has been so waived, the Borrowers shall not
have delivered as of any Margin Adjustment Date the financial
statements required to have been delivered previously thereto under
Sections 6.1(a) and 6.1(b) of this Agreement, then, the Letter of
Credit Fee Percentage shall be three and one-half percent (3.50%) per
annum.
(e) AGENT'S FEE. The Borrowers agree to pay to the
Administrative Agent, for its sole account, the fees set forth in the
Agent Fee Letter.
(f) FACILITY FEE. The Borrowers agree to pay in Dollars
to the Administrative Agent, for the benefit of the Banks, allocable in
accordance with the Ratable Portion of the Banks, a facility fee (the
"Facility Fee") on the aggregate Revolving Credit Commitment at a rate
per annum equal to one-fourth percent (1/4%), commencing on the Second
Amendment Closing Date and thereafter, payable quarterly in arrears on
the first day of each calendar quarter beginning with the quarter that
commences on April 1, 2004 and on the Revolving Credit Termination Date
(if the Revolving Credit Termination Date is other than at the end of a
calendar quarter).
(g) RESERVED.
2. Amendment to Revolving Credit Margin Adjustment. Section
2.13(b) of the Credit Agreement is hereby amended to delete subsections (i),
(ii) and (iii) therefrom and to insert in place thereof, respectively, the
following:
(i) COMMENCEMENT; CONDITIONS. So long as no Event of
Default shall have occurred which has not been waived in accordance
with Section 13.1 of this Agreement:
(A) prior to the Second Amendment Closing Date, the
Revolving Credit Alternate Base Rate Margin and the Revolving Credit
LIBOR Margin shall be determined pursuant to this Agreement as in
effect prior to the Second Amendment Closing Date;
(B) commencing on the Second Amendment Closing Date
through the day prior to the first anniversary of the Second Amendment
Closing Date, the Revolving Credit Alternate Base Rate Margin shall be
one and one-fourth percent (1-1/4 %) and the Revolving Credit LIBOR
Margin shall be two percent (2 %);
(C) on the first anniversary of the Second Amendment
Closing Date through March 31, 2005, the Revolving Credit Alternate
Base Rate Margin and the Revolving Credit LIBOR Margin, as the case may
be, shall be determined in accordance with the pricing grid set forth
in subpart (D) below, based upon the financial statements required by
Section 6.1(a) for the Fiscal Quarter ending September 30, 2004; and
3
(D) on April 1, 2005 and thereafter on each Margin
Adjustment Date, the Revolving Credit Alternate Base Rate Margin and
the Revolving Credit LIBOR Margin, as the case may be, shall be
adjusted to be the percentage indicated in the following table
corresponding to the Consolidated Funded Debt to EBITDA Ratio of
International and its Subsidiaries as measured for the Cumulative Four
Quarter Period ending as of the most recent Margin Determination Date
(so long as prior to each such Margin Adjustment Date the
Administrative Agent shall have received the Margin Adjustment
Documents):
Revolving
Credit Alternate
Applicable Financial Base Rate Revolving Credit
Standard Margin LIBOR Margin
-------- ------ ------------
Financial Standard I 0.00 % 1.75 %
Financial Standard II 1.25 % 2.00 %
Financial Standard III 1.50 % 2.25 %
Financial Standard IV 1.75 % 2.50 %
Financial Standard V 2.00 % 3.00 %
Anything in subparts (B) and (C) of this subsection (i) to the contrary
notwithstanding, in the event that International or its Subsidiaries,
after the Second Amendment Closing Date but prior to the first
anniversary of the Second Amendment Closing Date, (1) effect an
Acquisition or (2) redeem any of the 2002 Senior Subordinated Notes,
then on each Margin Adjustment Date occurring after such Acquisition or
redemption, the Revolving Credit Alternate Base Rate Margin and the
Revolving Credit LIBOR Margin will be determined in accordance with
subpart (D) of this subsection (i) (notwithstanding the introduction to
such subpart referring to the date of April 1, 2005).
(ii) DURATION OF REVOLVING CREDIT MARGIN ADJUSTMENT. Any
such adjustment to the Revolving Credit Alternate Base Rate Margin or
the Revolving Credit LIBOR Margin shall only remain effective until the
earlier of the next Margin Adjustment Date or the date on which an
Event of Default shall occur. The Revolving Credit Alternate Base Rate
Margin and the Revolving Credit LIBOR Margin, as the case may be, to be
effective from such earlier date and from time to time thereafter shall
be the Revolving Credit Alternate Base Rate Margin and the Revolving
Credit LIBOR Margin, as the case may be, as adjusted pursuant to
Section 2.13(b)(i) of this Agreement; provided, however, that: (A) if
an Event of Default shall occur which has not been waived in accordance
with Section 13.1 of this Agreement by reason of the Borrowers not
having delivered the financial statements in accordance with Section
6.1(a) and 6.1(b) of this Agreement, the Revolving Credit Alternate
Base Rate Margin shall be two percent (2.00%) per annum and the
Revolving Credit LIBOR Margin shall be three percent (3.00%) per annum
and (B) if an Event of Default shall occur which has not been
4
waived in accordance with Section 13.1 of this Agreement, the interest
rate shall be the interest rate applicable pursuant to Section 2.13(e)
of this Agreement and subject to the notice provisions set forth
therein. The Administrative Agent shall provide the Borrowers with five
(5) Business Days' prior notice of the commencement of the charging of
the interest rate provided for in clause (A) or (B) of the preceding
sentence; provided, however, that (i) any notice given prior to
imposition of such interest rate hereunder shall only be a notice as to
this Section 2.12(b) and shall not be deemed to be a notice for any
other purpose and (ii) no failure by the Administrative Agent to
provide such notice shall limit any of the other rights of the Banks or
the Administrative Agent hereunder at any time.
(iii) RESERVED.
3. Amendment to Default Interest. Section 2.13 of the Credit
Agreement is hereby amended to delete subsection (e) therefrom and to insert in
place thereof the following:
(e) DEFAULT INTEREST. Following the occurrence of an
Event of Default which has not been waived in writing by the Required
Banks or all of the Banks, as the case may be, unless otherwise agreed
in writing by the Required Banks, (i) the principal outstanding
hereunder and the unpaid interest and fees thereon shall bear interest,
payable on demand, for Alternate Base Rate Advances and LIBOR Advances,
at a rate per annum which shall be equal at all times to two percent
(2.0%) in excess of the applicable interest rate then in effect, (ii)
the fee for the Letters of Credit shall be as set forth in Section
2.12(d) hereof, and (iii) in the case of any other amount due from the
Borrowers hereunder, such amount shall bear interest at a rate per
annum which shall be equal at all times to two percent (2.0%) in excess
of the rate applicable to Alternate Base Rate Advances (the "Default
Rate"). Each of the Borrowers acknowledges that this calculation will
result in the accrual of interest on interest and each of the Borrowers
expressly consents and agrees to this provision. The Administrative
Agent shall provide the Borrowers with five (5) Business Days' prior
notice of the commencement of the charging of the Default Rate provided
for in this Section 2.13(e) except with respect to an Event of Default
under Section 7.13 hereof, in which case the applicable Default Rate
shall apply automatically and without any notice from or action on the
part of the Administrative Agent or the Banks. Any notice given
pursuant to the previous sentence prior to imposition of the Default
Rate shall only be a notice as to this Section 2.12(b) and shall not be
deemed to be a notice for any other purpose, and the failure by the
Administrative Agent to provide such notice shall not limit any of the
other rights of the Banks or the Administrative Agent hereunder at any
time.
4. Addition to Representations and Warranties. Section 5 of the
Credit Agreement is hereby amended to add a new Section 5.22 at the end thereof:
5.22. SENIOR SUBORDINATED INDEBTEDNESS. (a) no Default or
Event of Default (as each term is defined, respectively, in each of the
Senior Subordinated Indentures) exists, nor will any such Default or
Event of Default exist under either of the Senior
5
Subordinated Indentures (or note or other agreement executed in
connection therewith) immediately after the occurrence of any Credit
Event; (b) all of the Obligations under this Agreement and the other
Loan Documents constitute Senior Debt and Designated Senior Debt under
each of the Senior Subordinated Indentures, and (c) as of the Second
Amendment Closing Date, the Borrowers and their Subsidiaries have not
incurred any Designated Senior Debt under either of the Senior
Subordinated Indentures other than the Obligations under this Agreement
and the other Loan Documents.
5. Amendment to Guarantors. Section 6.2 of the Credit Agreement
is hereby amended to delete subsection (j) therefrom and to insert in place
thereof the following:
(j) ADDITIONAL GUARANTORS. Promptly after the creation of
a Subsidiary or the consummation of a Permitted Acquisition the result
of which is the existence of a Subsidiary which is not a Borrower and
which is not a Non-US Subsidiary, the Borrowers shall cause such
Subsidiary to execute and deliver to the Administrative Agent for the
benefit of the Loan Parties a Guaranty Agreement guarantying the
Guaranteed Obligations in the form of Exhibit E.
6. Addition to Affirmative Covenants. Section 6.2 of the Credit
Agreement is hereby amended to add new subsections (l), (m) and (n) at the end
thereof:
(l) USE OF PROCEEDS FROM 144(a) OFFERING. Notwithstanding
anything in this Agreement to the contrary, International shall use the
net proceeds of the 144(a) Offering to (i) prepay the Term Loan
Advances in full, (ii) partially redeem the 2002 Senior Subordinated
Notes in an amount equal to Nineteen Million Four Hundred Thousand
Dollars ($19,400,000), (iii) cause Holding to redeem in full the
Holding Senior Subordinated Notes by repaying the loan from Holding to
International in an amount equal to the amount required for redemption
of the Holding Senior Subordinated Notes, and (iv) make a Distribution
to Holding in the amount of Twenty-Five Million Dollars ($25,000,000)
to pay dividends to the Class L common stockholders of ERICO Global
Company.
(m) SENIOR SUBORDINATED INDEBTEDNESS.
(i) Notice. To the extent any notices (other
than quarterly and annual reports and other filings that the
Borrowers are otherwise required to provide to the
Administrative Agent and the Banks under this Agreement) are
given or received by International pursuant to any Senior
Subordinated Indenture, the Borrowers shall (A) with respect
to a notice given by International, provide a copy of such
notice on the same Business Day to the Administrative Agent
and the Banks, and (B) with respect to a notice received by
International, provide a copy to the Administrative Agent and
the Banks within three Business Days after such notice is
received.
6
(ii) Designated Senior Indebtedness and Credit
Agreement. International and its Subsidiaries shall not incur
any Designated Senior Debt other than the Obligations under
this Agreement and the other Loan Documents. International and
its Subsidiaries shall not enter into any other document that
constitutes a Credit Agreement, or similar defined term, as
defined in any Senior Subordinated Indenture, except pursuant
to this Agreement and the other Loan Documents.
(iii) Guarantors. Notwithstanding anything in this
Agreement to the contrary, to the extent that any Subsidiary
of a Borrower becomes a Subsidiary Guarantor (as defined,
respectively, in either of the Senior Subordinated
Indentures), such Subsidiary shall also become a Guarantor
under this Agreement. The Borrowers shall cause each such
Subsidiary to deliver to the Administrative Agent, for the
benefit of the Banks, such Guaranty Agreement and other
documentation reasonably satisfactory to the Administrative
Agent.
(n) OTHER COVENANTS. In the event that International or
any of it Subsidiaries shall enter into, or shall have entered into,
any Material Indebtedness Agreement, wherein the covenants contained
therein shall be more restrictive than the covenants set forth herein,
as determined in good faith by the Administrative Agent, then
International and its Subsidiaries shall be bound hereunder by such
covenants with the same force and effect as if such covenants were
written herein.
7. Amendment to Equity Transactions Covenant. Section 6.3(a) of
the Credit Agreement is hereby amended to insert subpart (iv) after subpart
(iii) thereof:
or (iv) enter into any Asset Securitization Transaction, as defined,
respectively, in each of the Senior Subordinated Indentures.
8. Amendment to Indebtedness Covenant. Section 6.3(b) of the
Credit Agreement is hereby amended to delete subparts (viii) and (ix) therefrom
and to insert in place thereof, respectively, the following:
(viii) subject to the limitations contained in Section 2.11(a)
and without duplication, Indebtedness of (x) a Borrower comprised of
Fronting Bank LCs and Affiliate Fronting Bank LCs issued for the
benefit of Non-US Subsidiaries (including Europa in the case of
International), (y) Europa comprised of Advances, and (z) Wholly-Owned
Non-US Subsidiaries (including Europa) comprised of intercompany loans
from International, ERICO Products or, without duplication of (y)
above, Europa, so long as (A) the aggregate of the foregoing under (x),
(y) and (z) incurred on and after the Second Amendment Closing Date
shall not exceed Fifty-Five Million Dollars ($55,000,000) at any one
time outstanding, and (B) the intercompany loans or advances from a
Borrower to a Non-U.S. Subsidiary are evidenced by a promissory note,
in form and substance satisfactory to the Administrative Agent, that
has been delivered to the Administrative
7
Agent as security for the Obligations (provided that the promissory
notes payable to Europa shall only secure the Obligations of Europa).
(ix) [Reserved]
9. Amendment to Investments. Section 6.3(d)(ii) of the Credit
Agreement is hereby amended to delete subparts (VI) and (IX) therefrom and to
insert in place thereof, respectively, the following:
(VI) advances, loans, notes receivable or Guaranties
comprised of (x) Fronting Bank LCs and Affiliate Fronting Bank LCs
issued for account of a Borrower for the benefit of Non-US Subsidiaries
(including Europa in the case of International), (y) intercompany loans
to Non-US Subsidiaries from International, ERICO Products or Europa to
the extent funded by Advances, and (z) investments or accounts
receivable permitted by clause (i)(x) above, so long as (A) the
aggregate of the foregoing under (x), (y) and (z) incurred on and after
the Second Amendment Closing Date shall not exceed Fifty-Five Million
Dollars ($55,000,000) at any one time outstanding, and (B) the
intercompany loans from a Borrower to a Non-U.S. Subsidiary are
evidenced by a promissory note, in form and substance satisfactory to
the Administrative Agent, that has been delivered to the Administrative
Agent as security for the Obligations (provided that the promissory
notes payable to Europa shall only secure the Obligations of Europa).
(IX) [Reserved]
10. Amendment to Negative Covenants. Section 6.3 of the Credit
Agreement is hereby amended to delete subsections (e), (k), (l), (m) and (n)
therefrom and to insert in place thereof, respectively, the following:
(e) DIVIDENDS AND MANAGEMENT FEES. 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 (i) any stock
dividend, stock split or other equity distribution payable only in
capital stock or other equity, (ii) any Distribution for purposes of
repurchasing equity up to a maximum of One Million Dollars ($1,000,000)
per year, (iii) Distributions to be used to compensate officers of
Holding, up to a maximum of Two Million Dollars ($2,000,000) per year,
(iv) a one time Distribution in the amount of Twenty-Five Million
Dollars ($25,000,000) to pay dividends to the Class L common
stockholders of ERICO Global Company, to be made from the proceeds of
the 144(a) Offering on or about the Second Amendment Closing Date; (v)
any Distribution to Holding for purposes of paying the tax liabilities
of Holding, up to a maximum of Two Hundred Fifty Thousand Dollars
($250,000) per year, and (vi) any Distribution to Holding for payment
of tax liabilities solely relating to and in an amount equal to
Holding's liabilities for the consolidated taxes of International and
its Subsidiaries; (vii) any Distribution in connection with the Merger
on the Restatement Date; or (viii) any Distribution, loan, management
fees or advances to Holding in an aggregate amount for International
and all of its Subsidiaries
8
of no more than One Million Dollars ($1,000,000) per Fiscal Year in
order to permit Holding to pay ordinary operating expenses (other than
officer compensation) of Holding; provided, however, that this Section
6.3(e) shall not prohibit any Distribution from a direct or indirect
Subsidiary of a Borrower to such Borrower or another Subsidiary of such
Borrower, as the case may be, and any of the foregoing Distributions
(other than pursuant to subparts (vi) and (viii)) to Holding may only
be made if no Potential Default or Event of Default has occurred and is
continuing or, after giving effect to such Distribution, would occur.
Further, except as provided in this Section 6.3(e), no Borrower shall,
and no Borrower shall permit any of its Subsidiaries to, suffer or
permit itself to be subject to any negative covenant in favor of a
Person or Persons which limits such Borrower or its Subsidiaries
ability to make any Distribution from a direct or indirect Subsidiary
of a Borrower to such Borrower or another Subsidiary of such Borrower,
as the case may be.
(k) PAYMENT OF INDEBTEDNESS.
(i) On the Second Amendment Closing Date,
International shall, and shall be permitted to, prepay in full
the intercompany loan (in the amount of the sum of the
Obligations owing on the Holding Senior Subordinated Notes)
originally made by Holding to International with the proceeds
from the Holding Senior Subordinated Notes. Immediately after
such prepayment, International shall cause Holding to redeem
in full the Holding Senior Subordinated Notes with the
proceeds of such prepayment.
(ii) After the occurrence of a Potential Default
or an Event of Default, no Borrower shall, and no Borrower
shall permit any of its Subsidiaries to, make (A) any payment
in respect of any Subordinated Debt or (B) any payment to
Holding in respect of any Indebtedness of any Borrower or any
Subsidiary to Holding.
(l) SENIOR SUBORDINATED INDEBTEDNESS.
(i) Payment. International shall not repay,
redeem, retire or repurchase any Senior Subordinated
Indebtedness, including, but not limited to, the Indebtedness
incurred pursuant to the notes issued in connection with the
Senior Subordinated Indentures; provided, however, that
International may (A) make regularly scheduled payments of
interest on the Senior Subordinated Notes, and (B) (1) on or
prior to August 15, 2004, roll the 2002 Senior Subordinated
Notes that are outstanding after the Second Amendment Closing
Date into the 2004 Senior Subordinated Indenture, or (2) at
any time after August 15, 2004, redeem in full the 2002 Senior
Subordinated Notes at up to one hundred one percent (101%) of
the face value thereof, so long as no Potential Default or
Event of Default shall have occurred and be continuing or,
after giving proforma effect to such redemption, would occur.
9
(ii) Defeasance. International shall not exercise
any right of legal defeasance or covenant defeasance or
similar right with respect to any of the Senior Subordinated
Indebtedness.
(iii) Amendments. International shall not amend,
supplement (other than a supplement to add a guarantor
thereunder) or waive any provision of the Senior Subordinated
Indenture, except with respect to any amendment or
modification of the subordination provisions of a Senior
Subordinated Indenture, which amendment or modification shall
require the written consent of the Loan Parties; provided,
however, that International shall be permitted to and shall
cause the 2002 Senior Subordinated Indenture to be amended and
restated on or prior to the Second Amendment Closing Date to
reflect, in form and substance, the 2004 Senior Subordinated
Indenture (other than with respect to maturity, pricing and
similar characteristics).
(m) HOLDING INDEBTEDNESS. Notwithstanding anything in
this Agreement to the contrary, on and after the Second Amendment
Closing Date, International and its Subsidiaries shall not make any
Distributions, investments or loans to Holding for the purposes of
servicing any indebtedness for borrowed money of Holding.
(n) INTERCOMPANY LOANS.
(i) All intercompany loans and advances from a
Borrower or a Guarantor Subsidiary to a Non-U.S. Subsidiary
and all Subordinated Intercompany Loans shall be evidenced by
promissory notes in form and substance acceptable to the
Administrative Agent, and such promissory notes shall be
delivered to the Administrative Agent as security for the
Obligations (provided that the promissory notes payable to
Europa shall only secure the Obligations of Europa).
(ii) All Indebtedness in the form of Subordinated
Intercompany Loans shall at all times and in all respects be
subordinate and junior in right of payment to the Obligations,
and any extensions, renewals, refinancings and modifications
thereto.
(iii) Unless and until all of the Obligations
shall have been fully and finally paid and satisfied,
International and its Subsidiaries shall not (A) enforce or
exercise any right of demand or setoff or commence any legal
or other action to collect upon any Subordinated Intercompany
Loan; (B) take or accept any collateral or security with
respect to any Subordinated Intercompany Loan without the
prior written consent of the Administrative Agent; (C)
commence foreclosure or any other similar type of proceedings
or exercise any similar remedies in respect of any
Subordinated Intercompany Loan; (D) enforce any judgment that
it might obtain with respect to any Subordinated Intercompany
Loan, without obtaining the prior written consent of the
Administrative Agent; or
10
(E) commence or join with any other creditor or creditors in
commencing any bankruptcy, reorganization or insolvency
proceedings against the obligor on any Subordinated
Intercompany Loan; provided, however, that, so long as no
Potential Default or Event of Default shall exist, regularly
scheduled payments may be made on the Subordinated
Intercompany Loans.
(iv) International and its Subsidiaries represent
and warrant that the Subordinated Intercompany Loans are and
will remain unsecured, and shall not be subordinated to any
Indebtedness other than the Obligations and the Senior
Subordinated Indebtedness.
11. Amendment to Financial Covenants. Section 6.4 of the Credit
Agreement is hereby retroactively amended, effective as of December 31, 2003, to
delete subsections (a), (c), (d), (e) and (f) therefrom and to insert in place
thereof, respectively, the following:
(a) CONSOLIDATED NET WORTH. The Borrowers shall not
permit the Consolidated Net Worth of International and its consolidated
Subsidiaries: (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) Forty-One Million Dollars ($41,000,000);
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.
(c) CONSOLIDATED FUNDED DEBT TO EBITDA RATIO. The
Borrowers shall not permit the Consolidated Funded Debt to EBITDA Ratio
as at the end of each Cumulative Four Quarter Period to exceed (i) 4.50
to 1.00 for each Cumulative Four Quarter Period ending prior to
December 31, 2003, (ii) 4.25 to 1.00 for each Cumulative Four Quarter
Period ending on December 31, 2003 and prior to March 30, 2004,
(iii)5.00 to 1.00 for each Cumulative Four Quarter Period ending on
March 31, 2004 and prior to December 31, 2005, (iv) 4.75 to 1.00 for
each Cumulative Four Quarter Period ending on December 31, 2005 and
prior to December 31, 2006, (v) 4.50 to 1.00 for each Cumulative Four
Quarter Period ending on December 31, 2006 and prior to March 31, 2007,
and (vi) 4.25 to 1.00 on March 31, 2007 and thereafter.
(d) RESERVED.
11
(e) CONSOLIDATED SENIOR FUNDED DEBT TO EBITDA RATIO. The
Borrowers shall not permit the Consolidated Senior Funded Debt to
EBITDA Ratio as at the end of each Cumulative Four Quarter Period to
exceed (i) 3.00 to 1.00 for each Cumulative Four Quarter Period ending
prior to December 31, 2003, and (ii) 2.25 to 1.00 for each Cumulative
Four Quarter Period ending on December 31, 2003 and thereafter.
(f) MINIMUM CONSOLIDATED EBITDA. The Borrowers shall not
permit the Consolidated EBITDA as at the end of each Cumulative Four
Quarter Period to be less than (i) $33,000,000 for each Cumulative Four
Quarter Period ending prior to December 31, 2003, (ii) $36,000,000 for
each Cumulative Four Quarter Period ending on December 31, 2003 and
prior to December 31, 2005, (iii) $40,000,000 for each Cumulative Four
Quarter Period ending on December 31, 2005 and prior to December 31,
2006, and (iv) $45,000,000 for each Cumulative Four Quarter Period
ending on December 31, 2006 and thereafter.
12. Amendment to Events of Default. Section 7 of the Credit
Agreement is hereby amended to delete Section 7.12 and 7.13 therefore and insert
in place thereof, respectively, the following:
7.12 FORFEITURE PROCEEDINGS AND FINANCIAL IMPAIRMENT OF
CERTAIN SUBSIDIARIES. An (a) adjudication against a Borrower, any
Subsidiary of a Borrower or any Guarantor in any criminal proceedings
requiring a Borrower's forfeiture of any material asset or assets; or
(b) The Financial Impairment of a Subsidiary of a Borrower, other than
a Subsidiary described in Section 7.13 hereof.
7.13. FINANCIAL IMPAIRMENT OF THE BORROWERS AND CERTAIN
SUBSIDIARIES. The Financial Impairment of (a) a Borrower, or (b) a
Subsidiary of a Borrower representing in excess of five percent (5%) of
the Consolidated Total Assets, or generating in excess of five percent
(5%) of the Consolidated Net Income, of International and its
Subsidiaries.
13. Amendment to Events of Default. Section 7 of the Credit
Agreement is hereby amended to add a new Section 7.14 at the end thereto:
7.14. SENIOR SUBORDINATED INDENTURE. If (a) any Event of
Default (as defined, respectively, in any Senior Subordinated
Indenture) shall occur under any Senior Subordinated Indenture; (b) the
Obligations under this Agreement, or any part thereof, shall cease to
constitute Senior Debt or Designated Senior Debt under each of the
Senior Subordinated Indentures; (c) the Borrowers shall designate any
Indebtedness as Designated Senior Debt without the prior written
consent of the Administrative Agent; or (d) enter into any Credit
Agreement (as defined in any Senior Subordinated Indenture), except
pursuant to this Agreement and the other Loan Documents, without the
prior written consent of the Administrative Agent.
12
14. Amendment to Optional Defaults. Section 8.1 of the Credit
Agreement is hereby amended to delete the phrase "Upon the occurrence of an
Event of Default described above in Sections 7.1 through 7.12 above," therefrom
and to insert in place thereof the following:
Upon the occurrence of an Event of Default described above in
Sections 7.1 through 7.12 or 7.14 above,
15. Amendment to Amendments and Consents. Section 13.1 of the
Credit Agreement is hereby amended to delete subsection (b) therefrom and to
insert in place thereof the following:
(b) any reduction in the rate of interest on the
Revolving Credit Notes (provided that the institution of the Default
Rate and a subsequent removal of the Default Rate shall not constitute
a decrease in interest rate under this Section), or in any amount of
principal or interest due on any Revolving Credit Note, or in the
manner of pro rata application of any payments made by the Borrowers to
the Banks hereunder,
16. Amendment to General. Section 13 of the Credit Agreement is
hereby amended to add a new Section 13.20 at the end thereto:
13.20. DESIGNATED SENIOR DEBT. This Agreement is the "Credit
Agreement" as defined in each of the Senior Subordinated Indentures,
and the Indebtedness created hereunder is "Designated Senior Debt"
under the provisions of each of the Senior Subordinated Indentures.
17. Attachments to Credit Agreement. The Credit Agreement is
hereby amended to delete Annex I therefrom and to insert in place thereof the
attached Annex I.
18. Amendment to Definitions. Annex II of the Credit Agreement is
hereby amended to delete the definitions of "Consolidated Fixed Charge Coverage
Ratio", "Financial Standard I", "Financial Standard II", "Financial Standard
III", "Financial Standard IV", "Financial Standard V", "Letter of Credit Fee
Percentage", "Margin Adjustment Date", "Margin Adjustment Documents", "Margin
Determination Date", "Required Banks", "Revolving Credit Termination Date",
"Senior Subordinated Indebtedness", "Senior Subordinated Indenture", "Senior
Subordinated Notes" and "Substantial Guarantor" therefrom and to insert in place
thereof, respectively, the following:
"CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, for any
Cumulative Four Quarter Period, the ratio of: (a) the Consolidated
EBITDA minus the Consolidated Capital Expenditures minus the
Consolidated Income Tax Expense actually paid in cash during such
period to (b) the sum of (without duplication) (i) Consolidated
Interest Expense, plus (ii) the scheduled principal payments in respect
of Consolidated Senior Debt and Consolidated Subordinated Debt as at
the Fiscal Quarter ending immediately prior to the Cumulative Four
Quarter Period in question, plus (iii) cash Distributions made by
International to its shareholders, but excluding (A) Distributions made
in connection with the Merger, (B) Distributions made prior to the
Restatement Date, (C)
13
Distributions made for payment of regularly scheduled interest payments
under the Holding Senior Subordinated Indenture prior to the Second
Amendment Closing Date, (D) the Twenty-Five Million Dollar
($25,000,000) Distribution permitted pursuant to subpart (iv) of
Section 6.3(e) hereof, and (E) the annual Distributions to Holding for
repurchases of equity permitted pursuant to subpart (ii) of Section
6.3(e) hereof.
"FINANCIAL STANDARD I" means satisfaction by International and
its Subsidiaries on a consolidated basis of a Consolidated Funded Debt
to EBITDA Ratio (as measured for the Cumulative Four Quarter Period
ending as of the applicable Determination Date) of less than or equal
to 3.50 to 1.00.
"FINANCIAL STANDARD II" means satisfaction by International
and its Subsidiaries on a consolidated basis of a Consolidated Funded
Debt to EBITDA Ratio (as measured for the Cumulative Four Quarter
Period ending as of the applicable Determination Date) of greater than
3.50 to 1.00 but less than or equal to 4.00 to 1.00.
"FINANCIAL STANDARD III" means satisfaction by International
and its Subsidiaries on a consolidated basis of a Consolidated Funded
Debt to EBITDA Ratio (as measured for the Cumulative Four Quarter
Period ending as of the applicable Determination Date) of greater than
4.00 to 1.00 but less than or equal to 4.50 to 1.00.
"FINANCIAL STANDARD IV" means satisfaction by International
and its Subsidiaries on a consolidated basis of a Consolidated Funded
Debt to EBITDA Ratio (as measured for the Cumulative Four Quarter
Period ending as of the applicable Determination Date) of greater than
4.50 to 1.00 but less than or equal to 5.00 to 1.00.
"FINANCIAL STANDARD V" means satisfaction by International and
its Subsidiaries on a consolidated basis of a Consolidated Funded Debt
to EBITDA Ratio (as measured for the Cumulative Four Quarter Period
ending as of the applicable Determination Date) of greater than 5.00 to
1.00.
"LETTER OF CREDIT FEE PERCENTAGE" means (i) for the period
commencing on the Restatement Date and ending on May 31, 2003, a
percentage equal to three and one-fourth percent (3.250%) per annum and
(ii) thereafter, such percentage as determined pursuant to Section
2.12(d) of this Agreement.
"MARGIN ADJUSTMENT DATE" means the first Business Day of each
April, June, September, and December of each year.
"MARGIN ADJUSTMENT DOCUMENTS" means (1) the financial
statements required by Section 6.1(a) for the Fiscal Quarter ending
immediately prior to such Margin Adjustment Date, or where the Fiscal
Quarter ending immediately prior to such Margin Adjustment Date is a
Fiscal Year end, the financial statements required by Section 6.1(b)
for such Fiscal Year ending immediately prior to such Margin Adjustment
Date, and (2) a certificate complying with Section 6.1(c) hereof
certifying the Consolidated Funded Debt
14
to EBITDA Ratio of International and its Subsidiaries for the
Cumulative Four Quarter Period ending on each such date.
"MARGIN DETERMINATION DATE" means each Fiscal Quarter End and
each Fiscal Year End.
"REQUIRED BANKS" means, at any time, (a) Banks holding at
least sixty-six and two thirds percent (66 2/3%) of (i) the Revolving
Credit Commitments of all of the Banks at such time (or, if the
Revolving Credit Commitments are no longer in effect, the outstanding
Revolving Credit Advances of all of the Banks at such time) plus (ii)
the aggregate LC Exposure of all of the Banks at such time, provided,
however, that so long as there are more than three (3) Banks party to
this Agreement, "Required Banks" shall never be less than three (3)
Banks and provided further that "Required Banks", with respect to
amendments or waivers of any provisions of Sections 6.4(a) and 6.4(e),
shall never be less than Banks having at least seventy-five percent
(75%) of (i) the Revolving Credit Commitments of all of the Banks at
such time (or, if the Revolving Credit Commitments are no longer in
effect, the outstanding Revolving Credit Advances of all of the Banks
at such time) plus (ii) the aggregate LC Exposure of all of the Banks
at such time.
"REVOLVING CREDIT TERMINATION DATE" means February 19, 2009,
as extended pursuant to Section 2.14 of this Agreement, or the earlier
date of the termination of the Revolving Credit Commitments pursuant to
Section 2.9(d) or Section 7 of this Agreement.
"SENIOR SUBORDINATED INDEBTEDNESS" means the 2002 Senior
Subordinated Indebtedness and the 2004 Senior Subordinated
Indebtedness.
"SENIOR SUBORDINATED INDENTURE" means the 2002 Senior
Subordinated Indenture and the 2004 Senior Subordinated Indenture.
"SENIOR SUBORDINATED NOTES" means the 2002 Senior Subordinated
Notes and the 2004 Senior Subordinated Notes.
"SUBSTANTIAL GUARANTOR" means a direct or indirect Subsidiary
of a Borrower, which is not a Non-US Subsidiary and which has
guaranteed the Obligations.
19. Amendment to Change in Control. The "Change in Control"
definition is hereby amended to add a new subpart (v) at the end thereto:
and (v) the occurrence of a change in control, or other
similar provision, as defined in any Material Indebtedness Agreement.
20. Amendment to Permitted Acquisitions. The "Permitted
Acquisition" definition is hereby amended to delete subpart (iv) therefrom and
to insert in place thereof the following:
15
(iv) in the event that the aggregate purchase price of such
transaction is more than Twenty Five Million Dollars ($25,000,000), (x)
the Required Banks shall have given their prior written consent to the
transaction, and (y) the Person being acquired, or merged or
consolidated with a Borrower or any of its Subsidiaries, shall be in
the same or similar industries as any of the Borrowers;
21. Addition to Definitions. Annex II of the Credit Agreement is
hereby amended to add the following new definitions thereto:
"144(a) OFFERING" means the issuance by International of the
2004 Senior Subordinated Notes in accordance with the 2004 Senior
Subordinated Indenture.
"2002 SENIOR SUBORDINATED INDEBTEDNESS" means the Subordinated
Indebtedness under or in respect of the 2002 Senior Subordinated Notes
and the 2002 Senior Subordinated Indenture, in the original principal
amount of $30,000,000,
"2002 SENIOR SUBORDINATED INDENTURE" means that certain First
Amended and Restated Indenture, dated as of September 12, 2002, as
amended and restated as of December 2, 2002, between International and
CVC Capital Funding LLC, as the same may be amended, restated or
supplemented.
"2002 SENIOR SUBORDINATED NOTES" means those certain
$30,000,000 11% Senior Subordinated Notes due 2012 issued pursuant to
the 2002 Senior Subordinated Indenture on September 12, 2002.
"2004 SENIOR SUBORDINATED INDEBTEDNESS" means the Subordinated
Indebtedness under or in respect of the 2004 Senior Subordinated Notes
and the 2004 Senior Subordinated Indenture, in the original principal
amount of up to $140,900,000, as the same may be increased up to
$151,600,000 as permitted pursuant to Section 6.3(l)(i) hereof.
"2004 SENIOR SUBORDINATED INDENTURE" means that certain
Indenture, dated as of February 20, 2004, by and among International,
the subsidiary guarantors named therein and Wells Fargo Bank Minnesota
National Association, Trustee, as the same may be amended, restated or
supplemented.
"2004 SENIOR SUBORDINATED NOTES" means those certain
$140,900,000 8 7/8% Senior Subordinated Notes due March 1, 2012, issued
pursuant to the 2004 Senior Subordinated Indenture on the Second
Amendment Closing Date., as the same may be increased to $151,600,000
pursuant to Section 6.3(l)(i) hereof.
"AGENT FEE LETTER" means the Agent Fee Letter between the
Borrowers and the Administrative Agent, dated as of the Second
Amendment Closing Date, as the same may from time to time be amended,
restated or otherwise modified.
16
"DESIGNATED SENIOR DEBT" means "Designated Senior Debt", as
defined in the 2002 Senior Subordinated Indenture and as defined in the
2004 Senior Subordinated Indenture.
"MATERIAL INDEBTEDNESS AGREEMENT" shall mean any debt
instrument, lease (capital, operating or otherwise), guaranty,
contract, commitment, agreement or other arrangement evidencing any
Indebtedness of a Borrower or any of its Subsidiaries in excess of the
amount of Five Million Dollars ($5,000,000).
"SECOND AMENDMENT CLOSING DATE" means February 20, 2004.
"SECOND AMENDMENT FEE LETTER" means the Second Amendment Fee
Letter among the Borrowers, the Administrative Agent and the Banks,
dated as of the Second Amendment Closing Date.
"SENIOR DEBT" means "Senior Debt", as defined in the 2002
Senior Subordinated Indenture and as defined in the 2004 Senior
Subordinated Indenture.
"SUBORDINATED INTERCOMPANY LOAN" means any intercompany loan
of International or a Subsidiary of International that is subordinated
to the Indebtedness evidenced by the Senior Subordinated Notes pursuant
to any Senior Subordinated Indenture.
22. Prepayment of Term Advances. Pursuant to Section 2.9(e) of the
Credit Agreement, the Borrowers notified the Administrative Agent that the
Borrowers desire to prepay, in full, all of the Term Advances. In connection
therewith, each of the Banks agrees to deliver its Term Note to the
Administrative Agent marked "Canceled" and the Administrative Agent agrees to
redeliver such Term Notes to International.
23. Notice of Name Change. The Borrowers have notified the
Administrative Agent and the Banks that ERICO Europa B.V. has changed its name
to ERICO Europe Holding B.V., effective as of November 18, 2003.
24. Closing Deliveries. Concurrently with the execution of this
Amendment, the Borrowers shall:
(a) pay to the Administrative Agent the fees set forth in
the Agent Fee Letter and the Second Amendment Fee Letter;
(b) with respect to the Senior Subordinated Indentures,
the Borrowers shall have provided to the Administrative Agent and the
Banks (a) a copy of the 2002 Senior Subordinated Indenture, as amended,
and the 2004 Senior Subordinated Indenture, certified by an officer of
International as being true and complete; and (b) an officer's
certificate, signed by a Financial Officer, and otherwise in form and
substance
17
satisfactory to the Administrative Agent and the Banks, certifying that
all of the Obligations under the Credit Agreement constitute Senior
Debt and Designated Senior Debt, as each term is defined in the Senior
Subordinated Indentures; and
(c) pay all legal fees and expenses of the Administrative
Agent in connection with this Amendment.
25. Post Closing Deliveries. On or before each of the dates
specified in this Section 25, the Borrowers shall:
(a) within thirty (30) days from the Second Amendment
Closing Date, deliver to the Administrative Agent, for the benefit of
the Banks, with respect to each Borrower and Substantial Guarantor, (i)
the results of U.C.C. lien searches, satisfactory to the Administrative
Agent and the Banks, and (ii) the results of federal and state tax lien
and judicial lien searches, satisfactory to the Administrative Agent
and the Banks;
(b) within thirty (30) days from the Second Amendment
Closing Date, (i) deliver to the Administrative Agent, for the benefit
of the Banks, corporate documents evidencing ERICO Europa B.V.'s name
change to ERICO Europe Holding B.V., (ii) deliver any new share
certificates issued in the name of ERICO Europe Holding B.V., and (iii)
pay all costs and expenses (including, without limitation, any foreign
counsel, or foreign notary, filing, registration or similar, fees,
costs or expenses) of the Administrative Agent and the Banks incurred
in connection with the continued perfection of the Administrative
Agent's security interest, on behalf of the Banks, in the capital
shares of ERICO Europe Holding B.V.; and
(c) within thirty (30) days from the Second Amendment
Closing Date, deliver to the Administrative Agent, for the benefit of
the Banks, the original intercompany notes referenced in the provisions
modified pursuant to Sections 8 and 9 of this Amendment.
26. 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.
18
27. 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.
28. 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.
29. 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.
30. Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
31. 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.
32. 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.]
19
33. 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/ Peter B. Korte
--------------------------------------------
Name: Peter B. Korte
Title: General Counsel and Secretary
ERICO PRODUCTS, INC.
By: /s/ Peter B. Korte
--------------------------------------------
Name: Peter B. Korte
Title: General Counsel and Secretary
ERICO EUROPE HOLDING B.V., formerly known
as ERICO EUROPA, B.V.
By: /s/ William H. Roj
--------------------------------------------
Name: William H. Roj
Title: Managing Director
LASALLE BANK NATIONAL ASSOCIATION,
as the Administrative Agent, Lead Arranger
and as a Bank, and as Issuing Bank
By: /s/ Jefferson M. Green
--------------------------------------------
Name: Jefferson M. Green
Title: Senior Vice President
20
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/ Patrick M. Pastore
--------------------------------------------
Name: Patrick M. Pastore
Title: Senior Vice President
KEYBANK NATIONAL ASSOCIATION,
as Documentation Agent and as a Bank
By: /s/ Babette C. Schubert
--------------------------------------------
Name: Babette C. Schubert
Title: Senior Vice President
21
ANNEX I
COMMITMENTS
Amended and Restated Credit Agreement, dated as of May 2, 2002, among ERICO
International Corporation, other Borrowers, the Administrative Agent, the Lead
Arranger, the Co-Lead Arranger, the Syndication Agent, the Documentation Agent,
the Co-Documentation Agent, the Issuing Bank and the Banks
Revolving Credit Bank's Total
Bank Commitment Commitment Bank's Percentage
---- ---------- ---------- -----------------
LaSalle Bank National Association $25,000,000 $25,000,000 33.333333333 %
National City Bank $15,625,000 $15,625,000 20.833333333 %
General Electric Capital Corporation $21,875,000 $21,875,000 29.166666667 %
KeyBank National Association $12,500,000 $12,500,000 16.666666667 %
Aggregate Bank Commitments $75,000,000 $75,000,000 100.000000000 %