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Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL
INDENTURE (this " First Supplemental Indenture
"), dated as of December 20, 2006, is made by and among ERICO
International Corporation , a corporation duly organized and
existing under the laws of the State of Ohio, as issuer (the "
Company "), ERICO Products, Inc. , a
corporation duly organized and existing under the laws of the State
of Ohio, as guarantor (the " Guarantor "), and
Wells Fargo Bank, N.A. , as trustee (the "
Trustee "). Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the
Indenture (as defined below).
RECITALS:
A. The Company, the Guarantor
and the Trustee have entered into an Indenture, dated as of
February 20, 2004 (the " Indenture ").
B. Pursuant to the Indenture,
the Company issued, the Guarantor guaranteed and the Trustee
authenticated and delivered an aggregate principal amount of
$151,500,000 of the Company’s 8 7 / 8
% Senior Subordinated Notes due 2012 (the "
Notes "), of which $141,000,000 remains outstanding
as of the date hereof.
C. The Company desires and
has requested the Guarantor and the Trustee to join with the
Company in the execution and delivery of this First Supplemental
Indenture for the purpose of amending the Indenture in order to
eliminate certain covenants.
D. Section 9.02 of the
Indenture provides that a supplemental indenture may be entered
into by the Company, the Guarantor and the Trustee to amend or
supplement certain provisions of the Indenture with the consent of
Holders of at least a majority in principal amount of the
outstanding Notes and a resolution of the Board of Directors of the
Company authorizing the execution of any such amended or
supplemental indenture.
E. Pursuant to a solicitation
by the Company, consents to the amendments to the Indenture, which
will eliminate substantially all of the restrictive and certain
other covenants pursuant to this First Supplemental Indenture, of
Holders of at least a majority in aggregate principal amount of the
outstanding Notes not owned by the Company or any of its Affiliates
have been received and a resolution of the Board of Directors of
the Company has authorized the Company to enter into this First
Supplemental Indenture with the Guarantor and the Trustee.
F. The Company has furnished,
or caused to be furnished, to the Trustee, and the Trustee has
received, an Officers’ Certificate and an opinion of counsel
relating to this First Supplemental Indenture.
G. All things necessary to
make this First Supplemental Indenture a valid agreement of the
Company, the Guarantor and the Trustee and a valid amendment to the
Indenture have been done.
NOW THEREFORE , the
parties hereto agree for the benefit of the other parties, as
follows:
AGREEMENT:
Section 1. Amendments to
the Indenture .
1.1 SECTION 4.02 of ARTICLE FOUR of the Indenture is amended
by deleting the section in its entirety, together with any
references thereto in the Indenture, and replacing it with the
following: "Intentionally omitted."
1.2 SECTION 4.03 of ARTICLE FOUR of the Indenture is amended
by deleting the section in its entirety, together with any
references thereto in the Indenture, and replacing it with the
following: "Intentionally omitted."
1.3 SECTION 4.04 of ARTICLE FOUR of the Indenture is amended
by deleting the section in its entirety, together with any
references thereto in the Indenture, and replacing it with the
following: "Intentionally omitted."
1.4 SECTION 4.05 of ARTICLE FOUR of the Indenture is amended
by deleting the section in its entirety, together with any
references thereto in the Indenture, and replacing it with the
following: "Intentionally omitted."
1.5 SECTION 4.06 of ARTICLE FOUR of the Indenture is amended
by deleting the section in its entirety, together with any
references thereto in the Indenture, and replacing it with the
following: "Intentionally omitted."
1.6 SECTION 4.07 of ARTICLE FOUR of the Indenture is amended
by deleting the section in its entirety, together with any
references thereto in the Indenture, and replacing it with the
following: "Intentionally omitted."
1.7 SECTION 4.08 of ARTICLE FOUR of the Indenture is amended
by deleting the section in its entirety, together with any
references thereto in the Indenture, and replacing it with the
following: "Intentionally omitted."
1.8 SECTION 4.09 of ARTICLE FOUR of the Indenture is amended
by deleting the section in its entirety, together with any
references thereto in the Indenture, and replacing it with the
following: "Intentionally omitted."
1.9 SECTION 4.10 of ARTICLE FOUR of the Indenture is amended
by deleting the section in its entirety, together with any
references thereto in the Indenture, and replacing it with the
following: "Intentionally omitted."
1.10 SECTION 4.11 of ARTICLE FOUR of the Indenture is
amended by deleting the section in its entirety, together with any
references t
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