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).
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:
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 thereto in th
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