EX-10.1



 Exhibit 10.1 

Execution Copy 
  

 
  

LINCOLN ELECTRIC HOLDINGS, INC. 

THE LINCOLN ELECTRIC COMPANY 

LINCOLN ELECTRIC INTERNATIONAL HOLDING COMPANY 

J.W. HARRIS CO., INC. 

LINCOLN GLOBAL, INC. 

TECHALLOY, INC. 

WAYNE TRAIL TECHNOLOGIES, INC. 

$350,000,000 SENIOR NOTES 

$100,000,000 3.15% Senior Notes, Series A, due August 20, 2025 

$100,000,000 3.35% Senior Notes, Series B, due August 20, 2030 

$50,000,000 3.61% Senior Notes, Series C, due April 1, 2035 

$100,000,000 4.02% Senior Notes, Series D, due April 1, 2045 

 
  

NOTE PURCHASE AGREEMENT 

 
  

DATED AS OF APRIL 1, 2015 

 
  

 







 TABLE OF CONTENTS 

 

					
	SECTION		HEADING		PAGE


					
	 SECTION 1. AUTHORIZATION OF NOTES; RELEASE
OF OBLIGORS
		 	1	  
		
	 Section 1.1. Authorization of Notes
		 	1	  
	 Section 1.2. Release of Obligors
		 	2	  
		
	 SECTION 2. SALE AND PURCHASE OF
NOTES
		 	2	  
		
	 SECTION 3. CLOSING
		 	2	  
		
	 SECTION 4. CONDITIONS TO CLOSING
		 	3	  
		
	 Section 4.1. Representations and Warranties
		 	3	  
	 Section 4.2. Performance; No Default
		 	3	  
	 Section 4.3. Compliance Certificates
		 	3	  
	 Section 4.4. Opinions of Counsel
		 	3	  
	 Section 4.5. Purchase Permitted By Applicable Law, Etc
		 	4	  
	 Section 4.6. Sale of Other Notes
		 	4	  
	 Section 4.7. Payment of Special Counsel Fees
		 	4	  
	 Section 4.8. Private Placement Number
		 	4	  
	 Section 4.9. Changes in Corporate Structure
		 	4	  
	 Section 4.10. Funding Instructions
		 	4	  
	 Section 4.11. Proceedings and Documents
		 	4	  
		
	 SECTION 5. REPRESENTATIONS AND WARRANTIES OF
THE OBLIGORS
		 	5	  
		
	 Section 5.1. Organization; Power and Authority
		 	5	  
	 Section 5.2. Authorization, Etc
		 	5	  
	 Section 5.3. Disclosure
		 	5	  
	 Section 5.4. Organization and Ownership of Shares of Subsidiaries
		 	5	  
	 Section 5.5. Financial Statements; Material Liabilities
		 	6	  
	 Section 5.6. Compliance with Laws, Other Instruments, Etc
		 	6	  
	 Section 5.7. Governmental Authorizations, Etc
		 	6	  
	 Section 5.8. Litigation; Observance of Agreements, Statutes and Orders
		 	7	  
	 Section 5.9. Taxes
		 	7	  
	 Section 5.10. Title to Property; Leases
		 	7	  
	 Section 5.11. Licenses, Permits, Etc
		 	7	  
	 Section 5.12. Compliance with ERISA
		 	7	  
	 Section 5.13. Private Offering by the Obligors
		 	8	  
	 Section 5.14. Use of Proceeds; Margin Regulations
		 	9	  
	 Section 5.15. Existing Indebtedness
		 	9	  
	 Section 5.16. Foreign Assets Control Regulations, Etc
		 	9	  
	 Section 5.17. Status under Certain Statutes
		 	11	  


  
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	 SECTION 6. REPRESENTATIONS OF THE PURCHASERS
		 	11	  
		
	 Section 6.1. Purchase for Investment
		 	11	  
	 Section 6.2. Source of Funds
		 	11	  
		
	 SECTION 7. INFORMATION AS TO OBLIGORS
		 	13	  
		
	 Section 7.1. Financial and Business Information
		 	13	  
	 Section 7.2. Officer’s Certificate
		 	15	  
	 Section 7.3. Visitation
		 	16	  
	 Section 7.4. Electronic Delivery
		 	16	  
		
	 SECTION 8. PAYMENT AND PREPAYMENT OF THE
NOTES
		 	17	  
		
	 Section 8.1. Maturity
		 	17	  
	 Section 8.2. Optional Prepayments with Make-Whole Amount
		 	17	  
	 Section 8.3. Allocation of Partial Prepayments
		 	18	  
	 Section 8.4. Maturity; Surrender, Etc.
		 	18	  
	 Section 8.5. Purchase of Notes
		 	18	  
	 Section 8.6. Make-Whole Amount
		 	18	  
	 Section 8.7. Change of Control
		 	20	  
	 Section 8.8. Payments Due on Non-Business Days
		 	21	  
		
	 SECTION 9. AFFIRMATIVE COVENANTS
		 	21	  
		
	 Section 9.1. Compliance with Law
		 	21	  
	 Section 9.2. Insurance
		 	21	  
	 Section 9.3. Maintenance of Properties
		 	21	  
	 Section 9.4. Payment of Taxes
		 	22	  
	 Section 9.5. Corporate Existence, Etc
		 	22	  
	 Section 9.6. Books and Records
		 	22	  
	 Section 9.7. Additional Obligors
		 	22	  
		
	 SECTION 10. NEGATIVE COVENANTS
		 	23	  
		
	 Section 10.1. Transactions with Affiliates
		 	23	  
	 Section 10.2. Merger, Consolidation, Etc
		 	23	  
	 Section 10.3. Sales of Assets
		 	24	  
	 Section 10.4. Line of Business
		 	25	  
	 Section 10.5. Terrorism Sanctions Regulations
		 	25	  
	 Section 10.6. Liens
		 	26	  
	 Section 10.7. Fixed Charges Coverage
		 	28	  
	 Section 10.8. Total Leverage Ratio
		 	28	  
	 Section 10.9. Priority Debt
		 	28	  
	 Section 10.10. Distributions
		 	28	  
		
	 SECTION 11. EVENTS OF DEFAULT
		 	28	  


  
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	 SECTION 12. REMEDIES ON DEFAULT, ETC
		 	30	  
		
	 Section 12.1. Acceleration
		 	30	  
	 Section 12.2. Other Remedies
		 	31	  
	 Section 12.3. Rescission
		 	31	  
	 Section 12.4. No Waivers or Election of Remedies, Expenses, Etc
		 	31	  
		
	 SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF
NOTES
		 	32	  
		
	 Section 13.1. Registration of Notes
		 	32	  
	 Section 13.2. Transfer and Exchange of Notes
		 	32	  
	 Section 13.3. Replacement of Notes
		 	32	  
		
	 SECTION 14. PAYMENTS ON NOTES
		 	33	  
		
	 Section 14.1. Place of Payment
		 	33	  
	 Section 14.2. Home Office Payment
		 	33	  
		
	 SECTION 15. EXPENSES, ETC
		 	33	  
		
	 Section 15.1. Transaction Expenses
		 	33	  
	 Section 15.2. Survival
		 	34	  
		
	 SECTION 16. SURVIVAL OF REPRESENTATIONS AND
WARRANTIES; ENTIRE AGREEMENT
		 	34	  
		
	 SECTION 17. AMENDMENT AND WAIVER
		 	34	  
		
	 Section 17.1. Requirements
		 	34	  
	 Section 17.2. Solicitation of Holders of Notes
		 	35	  
	 Section 17.3. Binding Effect, etc
		 	35	  
	 Section 17.4. Notes Held by Obligors, etc
		 	36	  
		
	 SECTION 18. NOTICES
		 	36	  
		
	 SECTION 19. REPRODUCTION OF DOCUMENTS
		 	36	  
		
	 SECTION 20. CONFIDENTIAL INFORMATION
		 	37	  
		
	 SECTION 21. SUBSTITUTION OF PURCHASER
		 	38	  
		
	 SECTION 22. MISCELLANEOUS
		 	38	  
		
	 Section 22.1. Successors and Assigns
		 	38	  
	 Section 22.2. Accounting Terms; Accounting Changes
		 	38	  
	 Section 22.3. Severability
		 	39	  
	 Section 22.4. Construction, etc
		 	39	  


  
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	 Section 22.5. Counterparts
		 	39	  
	 Section 22.6. Governing Law
		 	39	  
	 Section 22.7. Jurisdiction and Process; Waiver of Jury Trial
		 	39	  
	 Section 22.8. Joint and Several
		 	40	  


  
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	SCHEDULE A		—		DEFINED TERMS
			
	SCHEDULE 1(a)		—		FORM OF 3.15% SENIOR NOTE, SERIES A, DUE AUGUST 20, 2025
			
	SCHEDULE 1(b)		—		FORM OF 3.35% SENIOR NOTE, SERIES B, DUE AUGUST 20, 2030
			
	SCHEDULE 1(c)		—		FORM OF 3.61% SENIOR NOTE, SERIES C, DUE APRIL 1, 2035
			
	SCHEDULE 1(d)		—		FORM OF 4.02% SENIOR NOTE, SERIES D, DUE APRIL 1, 2045
			
	SCHEDULE 4.4(a)		—		FORM OF OPINION OF SPECIAL COUNSEL FOR THE OBLIGORS
			
	SCHEDULE 4.4(b)		—		FORM OF OPINION OF SPECIAL COUNSEL FOR THE PURCHASERS
			
	SCHEDULE 5.3		—		DISCLOSURE MATERIALS
			
	SCHEDULE 5.4		—		SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
			
	SCHEDULE 5.5		—		FINANCIAL STATEMENTS
			
	SCHEDULE 5.15		—		EXISTING INDEBTEDNESS
			
	SCHEDULE 9.7		—		FORM OF JOINDER AGREEMENT AND AFFIRMATION
			
	SCHEDULE 10.6		—		EXISTING LIENS
			
	SCHEDULE B		—		INFORMATION RELATING TO PURCHASERS


  
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 LINCOLN ELECTRIC HOLDINGS, INC.

 THE LINCOLN ELECTRIC COMPANY 

LINCOLN ELECTRIC INTERNATIONAL HOLDING COMPANY 

J.W. HARRIS CO., INC. 

LINCOLN GLOBAL, INC. 

TECHALLOY, INC. 

WAYNE TRAIL TECHNOLOGIES, INC. 

$100,000,000 3.15% Senior Notes, Series A, due August 20, 2025 

$100,000,000 3.35% Senior Notes, Series B, due August 20, 2030 

$50,000,000 3.61% Senior Notes, Series C, due April 1, 2035 

$100,000,000 4.02% Senior Notes, Series D, due April 1, 2045 

Dated as of April 1, 2015 
 TO
EACH OF THE PURCHASERS LISTED IN 

            SCHEDULE B HERETO: 

Ladies and Gentlemen: 
 LINCOLN
ELECTRIC HOLDINGS, INC., an Ohio corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), The Lincoln Electric Company,
an Ohio corporation (“Lincoln”), Lincoln Electric International Holding Company, a Delaware corporation (“International”), J.W. Harris Co., Inc., an Ohio corporation (“Harris”), Lincoln Global,
Inc., a Delaware corporation (“Global”), Techalloy, Inc., a Delaware corporation (“Techalloy”), and Wayne Trail Technologies, Inc., an Ohio corporation (“Wayne” and with the Company, Lincoln,
International, Harris, Global and Techalloy, each an “Obligor” and, collectively, the “Obligors”), jointly and severally agree with each of the Purchasers as follows: 

SECTION 1. AUTHORIZATION OF NOTES; RELEASE OF
OBLIGORS. 
 Section 1.1. Authorization of Notes. The Obligors will authorize the issue
and sale of (i) $100,000,000 aggregate principal amount of their 3.15% Senior Notes, Series A, due August 20, 2025 (the “Series A Notes”), (ii) $100,000,000 aggregate principal amount of their 3.35% Senior
Notes, Series B, due August 20, 2030 (the “Series B Notes”), (iii) $50,000,000 aggregate principal amount of their 3.61% Senior Notes, Series C, due April 1, 2035 (the “Series C
Notes”) and (iv) $100,000,000 aggregate principal amount of their 4.02% Senior Notes, Series D, due April 1, 2045 (the “Series D Notes” and together with the Series A Notes, the Series B Notes
and the Series C Notes, the “Notes,” in each case as amended, restated or otherwise modified from time to time pursuant to Section 17 and including any such notes issued in substitution therefor pursuant to
Section 13). The Notes shall be substantially in the form set out in Schedule 1(a), Schedule 1(b), Schedule 1(c) and Schedule 1(d). Certain capitalized and 








			
	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

other terms used in this Agreement are defined in Schedule A. References to a “Schedule” are references to a Schedule attached
to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified. 

Section 1.2. Release of Obligors. The holders of the Notes agree to discharge and release any Obligor (other than the Company)
from its obligations hereunder and under the Notes upon the written request of the Company, including, but not limited to, if the Company sells, leases or otherwise disposes of all or substantially all of the assets or all of the Capital Stock of
such Obligor to any Person (other than an Affiliate), provided that (i) such Obligor has been released and discharged (or will be released and discharged concurrently with the release of such Obligor hereunder and under the Notes),
whether as a borrower, obligor and/or guarantor, from all obligations under all Material Credit Facilities and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and
discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists or results therefrom, and (iii) if any fee or other form of consideration is given to any
holder of Indebtedness of the Company for the purpose of such release, holders of the Notes shall receive equivalent consideration. 

SECTION 2. SALE AND PURCHASE OF NOTES.

 Subject to the terms and conditions of this Agreement, the Obligors will issue and sell to each Purchaser and each Purchaser will
purchase from the Obligors, at the Closing provided for in Section 3, Notes of the applicable series and in the principal amount specified opposite such Purchaser’s name in Schedule B at the purchase price of 100% of the principal amount
thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any
other Purchaser hereunder. 
 SECTION 3. CLOSING. 

This Agreement shall be executed and delivered at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, IL 60603, on
April 1, 2015. The sale and purchase of the Series C Notes and Series D Notes to be purchased by each Purchaser shall occur on April 1, 2015 (the “First Closing”), and the sale and purchase of the Series A
Notes and the Series B Notes to be purchased by each Purchaser shall occur on August 20, 2015 (the “Second Closing”), in each case at the offices of Chapman and Cutler LLP, 111 West Monroe St., Chicago, Illinois
60603, at 10:00 a.m. Central time. The First Closing and Second Closing are each referred to herein as a “Closing.” On the date of the applicable Closing, the Obligors will deliver to each Purchaser or their special
counsel the Notes to be purchased by such Purchaser in the form of a single Note for each applicable series (or such greater number of Notes of the applicable series in denominations of at least $100,000 as such Purchaser may request, dated the date
of the applicable Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Obligors or their order of immediately available funds in the amount of the purchase price therefor by
wire transfer of immediately available funds for the account of the Obligors to: 
 Bank Name: KeyBank, N.A. 

Address: 127 Public Square, Cleveland, OH 44114 

Beneficiary: The Lincoln Electric Company 

Account: 000-014-9181 
 ABA:
041001039 
 SWIFT: KEYBUS33 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

If at any applicable Closing the Obligors shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of
the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights
such Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction or such failure by the Obligors to tender such Notes. 

SECTION 4. CONDITIONS TO CLOSING. 

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment
to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions: 
 Section 4.1. Representations and
Warranties. The representations and warranties of the Obligors under Section 5 of this Agreement shall be correct when made and at such Closing. 

Section 4.2. Performance; No Default. The Obligors shall have performed and complied with all material agreements and conditions
contained in this Agreement required to be performed or complied with by the Obligors at such Closing and from the date of this Agreement to such Closing. From the date of this Agreement until such Closing, before and after giving effect to the
issue and sale of the applicable Notes (and the application of the proceeds thereof as contemplated by Section 5.14), (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Change in Control shall have
occurred. 
 Section 4.3. Compliance Certificates. 

(a) Officer’s Certificate. Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of
such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. 
 (b) Secretary’s
Certificate. Each Obligor shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings
relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) such Obligor’s organizational documents as then in effect. 

Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to
such Purchaser, dated the date of such Closing (a) from Jones Day, counsel for the Obligors, covering the matters set forth in Schedule 4.4(a) (and the 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  
 
Obligors hereby instruct their counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such
transactions, substantially in the form set forth in Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. 

Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of such Closing such Purchaser’s purchase of Notes shall
(a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by
insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve
System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser
shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted. 

Section 4.6. Sale of Other Notes. Contemporaneously with such Closing the Obligors shall sell to each other Purchaser and each
other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule B. 
 Section 4.7.
Payment of Special Counsel Fees. Without limiting Section 15.1, the Obligors shall have paid on or before such Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent
reflected in a statement of such counsel rendered to the Obligors at least one Business Day prior to such Closing. 
 Section 4.8.
Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each series of the Notes. 

Section 4.9. Changes in Corporate Structure. No Obligor shall have changed its jurisdiction of incorporation or organization, as
applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. 

Section 4.10. Funding Instructions. At least three Business Days prior to the date of such Closing, each Purchaser shall have
received written instructions signed by a Responsible Officer on letterhead of the Obligors confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s
ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited. 

Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by
this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or
certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE
OBLIGORS. 
 Each Obligor represents and warrants to each Purchaser on each date of Closing that:

 Section 5.1. Organization; Power and Authority. Each Obligor is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. Each Obligor has the corporate power and authority to own or hold under lease the properties it purports to own or hold under
lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. 

Section 5.2. Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the
part of each Obligor, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of each Obligor enforceable against each Obligor in accordance with its terms, except as
such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law). 
 Section 5.3. Disclosure. The Obligors,
through their agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, has delivered to each Purchaser a copy of a Private Placement Memorandum, dated February 2015 (the “Memorandum”), relating to the transactions
contemplated hereby. This Agreement, the Memorandum, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Obligors prior to February 20, 2015 in
connection with the transactions contemplated hereby and identified in Schedule 5.3 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to,
collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not materially misleading in light of
the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2013, there has been no change in the financial condition, operations, business or properties of any Obligor and its Subsidiaries,
taken as a whole, except changes that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as
noted therein) complete and correct lists of the Company’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other Subsidiary. Each of the Obligors (other than the Company) is wholly-owned by the Company, either directly or indirectly through one or more wholly-owned Subsidiaries. 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the
Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. 

(c) Each Subsidiary listed on Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable,
in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other
power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. 

Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial
statements of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the
Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do
not have any Material liabilities that are not disclosed in the Disclosure Documents. 
 Section 5.6. Compliance with Laws, Other
Instruments, Etc. The execution, delivery and performance by each Obligor of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of
any property of any Obligor or any Subsidiary under, (A) any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or
(B) any other agreement or instrument evidencing Indebtedness listed on Schedule 5.15 to which any Obligor or any Subsidiary is bound or by which any Obligor or any Subsidiary or any of their respective properties may be bound or affected,
(ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary or (iii) violate
any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary. 

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution, delivery or performance by each Obligor of this Agreement or the Notes. 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

Section 5.8. Litigation; Observance of Statutes and Orders. (a) There are no actions, suits, investigations or proceedings
pending or, to the best knowledge of any Obligor, threatened against or affecting any Obligor or any Subsidiary or any property of any Obligor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental
Authority that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (b) No Obligor nor any
Subsidiary is (i) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (ii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including,
without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation would, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. 
 Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are required to
have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have
become delinquent, except for any taxes and assessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The U.S. federal income tax liabilities of the Company and its Subsidiaries have been
finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2012. 

Section 5.10. Title to Property; Leases. The Obligors and their Subsidiaries have good and sufficient title to their respective
Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by any Obligor or any Subsidiary after such date (except as sold or otherwise
disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects. 

Section 5.11. Licenses, Permits, Etc. The Obligors and their Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others, except for those conflicts
that, individually or in the aggregate, would not have a Material Adverse Effect. 
 Section 5.12. Compliance with ERISA.
(a) The Obligors and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such 

  
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instances of noncompliance as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect. None of the Obligors nor any ERISA Affiliate has incurred any
liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would
reasonably be expected to result in the incurrence of any such liability by any Obligor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Obligor or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of
a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material. 
 (b) The present value of the
aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such
Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $5,350,861 in the case of any single Plan and by more than $7,220,129 in the
aggregate for all Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in
section 3 of ERISA. 
 (c) None of the Obligors nor its ERISA Affiliates have incurred withdrawal liabilities (and are not subject to
contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. 

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in
accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code)
of the Company and its Subsidiaries is not Material. 
 (e) The execution and delivery of this Agreement and the issuance and sale of the
Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D)
of the Code. The representation by the Obligors to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources
of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser. 
 Section 5.13. Private Offering
by the Obligors. None of the Obligors nor anyone acting on its behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in
respect thereof with, any Person other than the Purchasers and not more than 60 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. None of the Obligors or anyone acting on its behalf has taken,
or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act. 

  
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Section 5.14. Use of Proceeds; Margin Regulations. The Obligors will apply the proceeds of the sale of the Notes hereunder for the
repayment of existing Indebtedness and for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Obligors in a violation of Regulation X of
said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and
none of the Obligors has any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall
have the meanings assigned to them in said Regulation U. 
 Section 5.15. Existing Indebtedness. (a) Except as
described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries, the outstanding principal amount of which exceeds $5,000,000, as of February 28, 2015 (including
descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or
maturities of the Indebtedness of the Obligors and their Subsidiaries. None of the Obligors nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of any
Obligor or such Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Subsidiary the outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time,
or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. 

(b) None of the Obligors nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing
Indebtedness of any Obligor or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on
the incurring of, Indebtedness of the Obligors, except as disclosed in Schedule 5.15. 
 Section 5.16. Foreign Assets Control
Regulations, Etc. (a) None of the Obligors nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States
Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or
indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked, subject to sanctions under or engaged in any activity
in violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act
(“CISADA”) or any similar law or regulation with respect to 

  
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Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any
enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause
(i), clause (ii) or clause (iii), a “Blocked Person”). None of the Obligors nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or
other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions. 
 (b) No part of the proceeds from the
sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Obligors or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or
any transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic Sanctions. 
 (c) None of the
Obligors nor any Controlled Entity (i) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate
crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations, (ii) to the Obligors’ actual knowledge after making due inquiry, is under investigation by any Governmental Authority
for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has been assessed civil penalties under any Anti-Money
Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Obligors have established procedures and
controls which they reasonably believe are adequate (and otherwise comply with applicable law) to ensure that the Obligors and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws and U.S. Economic Sanctions. 
 (d) (1) None of the Obligors nor any
Controlled Entity (i) has been charged with, or convicted of bribery or any other anti-corruption related activity under any applicable law or regulation in a U.S. or any
non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively,
“Anti-Corruption Laws”), (ii) to the Obligors’ actual knowledge after making due inquiry, is under investigation by any U.S. or non-U.S.
Governmental Authority for possible violation of Anti-Corruption Laws, (iii) has been assessed civil or criminal penalties under any Anti-Corruption Laws or
(iv) has been or is the target of sanctions imposed by the United Nations or the European Union; 
 (2) To the Obligors’ actual
knowledge after making due inquiry, none of the Obligors nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a
Governmental Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Governmental Official in his or her official capacity or such commercial counterparty, (ii) inducing a
Governmental Official to do or omit to do any act in 

  
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violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or
instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage in material violation of any applicable law or regulation or which
would cause any holder to be in violation of any law or regulation applicable to such holder; and 
 (3) No part of the proceeds from the
sale of the Notes hereunder will be used, directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage.
Each Obligor has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that each Obligor and each Controlled Entity is and will continue to be in compliance with all
applicable current and future Anti-Corruption Laws. 
 Section 5.17. Status under Certain
Statutes. None of the Obligors nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the
Federal Power Act, as amended. 
 SECTION 6. REPRESENTATIONS OF THE
PURCHASERS. 
 Section 6.1. Purchase for Investment. Each Purchaser severally represents
that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the
disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if
registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Obligors are not
required to register the Notes. 
 Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the
following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder: 

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of
Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the
NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on
behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the
total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or 

  
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(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual
obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not
affected in any manner by the investment performance of the separate account; or 
 (c) the Source is either (i) an
insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except
as disclosed by such Purchaser to the Obligors in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to
such pooled separate account or collective investment fund; or 
 (d) the Source constitutes assets of an “investment
fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI
of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and
(g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Obligors that would cause the QPAM and any Obligor to be “related” within the meaning
of Part VI(h) of the QPAM Exemption and the identity of such QPAM has been disclosed to the Obligors in writing pursuant to this clause (d); or 

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM
Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM
Exemption) owns a 10% or more interest in any Obligor and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Obligors in writing pursuant to
this clause (e); or 
 (f) the Source is a governmental plan; or 

  
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(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee
benefit plans, each of which has been identified to the Obligors in writing pursuant to this clause (g); or 
 (h) the Source
does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. 
 As used in this Section 6.2, the terms
“employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA. 

SECTION 7. INFORMATION AS TO OBLIGORS. 

Section 7.1. Financial and Business Information. The Obligors shall deliver to each Purchaser and each holder of a Note that is an
Institutional Investor: 
 (a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of
(x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with
the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding
financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly
fiscal period of each such fiscal year), duplicate copies of, 
 (i) an unaudited consolidated balance sheet of the Company
and its Subsidiaries as at the end of such quarter, and 
 (ii) unaudited consolidated statements of income and cash flows of
the Company and its Subsidiaries, for such quarter, 
 setting forth in each case in comparative form the figures for the corresponding
periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the
financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time
period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this
Section 7.1(a); 
 (b) Annual Statements — within 105 days (or such shorter period as is the earlier of
(x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the
SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such 

  
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financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility
if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of 

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and 

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries
for such year, 
 setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail,
prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is
based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their
results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards,
and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such
fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements
therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); 
 (c) SEC and
Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its public Securities holders generally, and (ii) each
regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such Purchaser or holder), and each final prospectus and all amendments thereto filed by the Company or any
Subsidiary with the SEC; 
 (d) Notice of Default or Event of Default — promptly, and in any event within five
days after a Responsible Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Obligors are taking or proposes to take with respect
thereto; 

  
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(e) ERISA Matters — promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the
following, a written notice setting forth the nature thereof and the action, if any, that any Obligor or an ERISA Affiliate proposes to take with respect thereto: 

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder,
for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or 
 (ii) the
taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any
Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or 

(iii) any event, transaction or condition that could result in the incurrence of any liability by any Obligor or any ERISA
Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Obligor or any ERISA Affiliate
pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and 

(f) Requested Information — with reasonable promptness, such other data and information relating to the business,
operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of the Obligors to perform their obligations hereunder and under the Notes as from time to time may be reasonably requested by any such Purchaser or holder of a Note. 

Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a Purchaser or a holder of a Note pursuant
to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer: 
 (a)
Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Obligors were in compliance with the requirements of Section 10 during the quarterly or annual
period covered by the statements then being furnished, (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed
calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence. In the event that the Company or any
Subsidiary has made an election to measure any 

  
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financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2) as to the period covered by any
such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election; and 

(b) Event of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has
made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Obligors and their Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the
date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the
nature and period of existence thereof and what action any Obligor shall have taken or proposes to take with respect thereto. 

Section 7.3. Visitation. The Obligors shall permit the representatives of each Purchaser and each holder of a Note that is an
Institutional Investor: 
 (a) No Default — if no Default or Event of Default then exists, at the expense of such
Purchaser or such holder and upon reasonable prior notice to the Obligors, to visit the principal executive office of the Obligors, to discuss the affairs, finances and accounts of the Obligors and their Subsidiaries with officers of the Obligors,
and (with the consent of the Obligors, which consent will not be unreasonably withheld) to visit the other offices and properties of the Obligors and their Subsidiaries, all at such reasonable times and as often as may be reasonably requested in
writing; and 
 (b) Default — if a Default or Event of Default then exists, at the expense of the Obligors to
visit and inspect any of the offices or properties of the Obligors or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective
affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Obligors authorize said accountants to discuss the affairs, finances and accounts of the Obligors and their Subsidiaries),
all at such times and as often as may be requested. 
 Section 7.4. Electronic Delivery. Financial statements, opinions of
independent certified public accountants, other information and Officer’s Certificates that are required to be delivered by the Obligors pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been
delivered if the Obligors satisfy any of the following requirements with respect thereto: 
 (i) such financial statements
satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by
e-mail; 

  
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(ii) the Company shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate satisfying the
requirements of Section 7.2 available on its home page on the internet, which is located at http://www.lincolnelectric.com as of the date of this Agreement; 

(iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related
Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or 

(iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on EDGAR and shall have made
such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; 

provided however, that in the case of any of clauses (ii), (iii) or (iv), the Obligors shall have given each Purchaser or holder of a Note prior
written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or holder
to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Obligors will promptly e-mail them or
deliver such paper copies, as the case may be, to such Purchaser or holder. 
 SECTION 8. PAYMENT
AND PREPAYMENT OF THE NOTES. 

Section 8.1. Maturity. As provided therein, the entire unpaid principal balance of each series of Notes shall be due and payable on
the applicable Maturity Date thereof. 
 Section 8.2. Optional Prepayments with Make-Whole
Amount. The Obligors may, at their option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the
case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Obligors will give each holder
of Notes written notice of each optional prepayment under this Section 8.2 not less than ten days and not more than 60 days prior to the date fixed for such prepayment unless the Obligors and the Required Holders agree to another time period
pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid
(determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such
prepayment, the Obligors shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date. 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2,
the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. 

Section 8.4. Maturity; Surrender, Etc. In the case of each optional prepayment of Notes pursuant to this Section 8,
the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable
Make-Whole Amount, if any. From and after such date, unless the Obligors shall fail to pay such principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Obligors and cancelled and shall not be reissued,
and no Note shall be issued in lieu of any prepaid principal amount of any Note. 
 Section 8.5. Purchase of Notes. The Obligors
will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with this Agreement and the
Notes or (b) pursuant to an offer to purchase made by the Obligors or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient
information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 35% of the principal amount of the Notes then outstanding accept such
offer, the Obligors shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least
seven (7) Business Days from its receipt of such notice to accept such offer. The Obligors will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to this Agreement and no
Notes may be issued in substitution or exchange for any such Notes. 
 Section 8.6.
Make-Whole Amount. 
 “Make-Whole
Amount” means, with respect to any Note of any series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note of such series over the amount of
such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings: 
 “Called Principal” means, with respect to any Note, the principal of such Note that
is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 

  
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“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining
Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the
same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. 

“Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the
yield(s) reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page
PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity
equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be
determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively
traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than
such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note. 

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then
“Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so
reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term
equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by
interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and
less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note. 

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such
Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the
scheduled due date of such Remaining Scheduled Payment. 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal
and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on
which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.4 or Section 12.1. 
 “Settlement Date” means, with respect to the Called Principal of any
Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 

Section 8.7. Change of Control. (a) Notice of Change of Control. The Company will, within 15 Business Days after
any Responsible Officer has knowledge of the occurrence of any Change of Control, give written notice of such Change of Control to each holder of Notes unless notice in respect of such Change of Control shall have been given pursuant to subparagraph
(b) of this Section 8.7. If a Change of Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.7 and shall be accompanied by the certificate
described in subparagraph (e) of this Section 8.7. 
 (b) Offer to Prepay Notes. The offer to prepay Notes contemplated by
subparagraph (a) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect
of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection
with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than 20 days and not more than 60 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such
offer, the Proposed Prepayment Date shall be the 45th day after the date of such offer). 
 (c) Acceptance; Rejection. A holder of
Notes may accept or reject the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance or rejection to be delivered to the Company at least 5 Business Days prior to the Proposed Prepayment Date. A failure by a
holder of Notes to respond to an offer to prepay made pursuant to this Section 8.7, or to accept an offer as to all of the Notes held by such holder, in each case on or before the 5th Business Day preceding the Proposed Prepayment Date, shall
be deemed to constitute a rejection of such offer by such holder. 
 (d) Prepayment. Prepayment of the Notes to be prepaid pursuant
to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment and without any Make-Whole Amount. The prepayment shall be made on the Proposed Prepayment Date.

 (e) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a
certificate, executed by a Senior Financial Officer of the Company 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  
 
and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this Section 8.7; (iii) the principal amount of each
Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; and (v) in reasonable detail, the nature and date or proposed date of the Change of Control. 

Section 8.8. Payments Due on Non-Business Days. Anything in this Agreement or the
Notes to the contrary notwithstanding, (x) subject to clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days
elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date
of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day. 

SECTION 9. AFFIRMATIVE COVENANTS. 

From the date of this Agreement until the Closing and thereafter, so long as any of the Notes are outstanding, each Obligor covenants that:

 Section 9.1. Compliance with Laws. Without limiting Section 10.5, each Obligor will, and will cause each Subsidiary to,
comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in
Section 5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective
businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

Section 9.2. Insurance. Each Obligor will, and will cause each Subsidiary to, maintain, with financially sound and reputable
insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance
and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly
situated. 
 Section 9.3. Maintenance of Properties. Each Obligor will, and will cause each Subsidiary to, maintain and keep, or
cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times,
provided that this Section shall not prevent any Obligor or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and such Obligor has
concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

Section 9.4. Payment of Taxes. Each Obligor will, and will cause each Subsidiary to, file all material income tax or similar tax
returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent the same have
become due and payable and before they have become delinquent, provided that none of the Obligors nor any Subsidiary need pay any such tax, assessment, charge or levy if (i) the amount, applicability or validity thereof is contested by
such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and any Obligor or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Obligor or such Subsidiary or
(ii) the nonpayment of all such taxes, assessments, charges and levies would not reasonably be expected to have a Material Adverse Effect. 

Section 9.5. Corporate Existence, Etc. Subject to Section 10.2, each Obligor will at all times preserve and keep its
corporate existence in full force and effect. Subject to Sections 10.2 and 10.3, each Obligor will at all times preserve and keep in full force and effect the corporate existence of each Subsidiary (unless merged into the Company, another
Obligor or a Wholly-Owned Subsidiary) and all rights and franchises of such Obligor and its Subsidiaries unless, in the good faith judgment of such Obligor, the termination of or failure to preserve and keep
in full force and effect such corporate existence, right or franchise would not have a Material Adverse Effect. 
 Section 9.6.
Books and Records. Each Obligor will, and will cause each Subsidiary to, maintain proper books of record and account in conformity with GAAP in all material respects and all applicable requirements of any Governmental Authority having legal or
regulatory jurisdiction over such Obligor or such Subsidiary, as the case may be. Each Obligor will, and will cause each Subsidiary to, keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and
dispositions of assets. 
 Section 9.7 Additional Obligors. The Company will cause each of its Subsidiaries that guarantees or
otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise (each, an “Additional Obligor”), for or in respect of any Indebtedness under any
Material Credit Facility to concurrently therewith: 
 (a) enter into a joinder agreement in substantially the form attached
hereto as Schedule 9.7 or enter into an amendment to this Agreement with the other parties hereto and thereto, in form and substance reasonably satisfactory to the Required Holders, providing that such Additional Obligor shall become an Obligor
hereunder, and 
 (b) deliver the following to each of holder of a Note: 

(i) an executed counterpart of such joinder agreement or such amendment to this Agreement and the Notes; 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

(ii) a certificate signed by an authorized responsible officer of such Additional Obligor containing representations and
warranties on behalf of such Additional Obligor to the same effect, mutatis mutandis, as those contained in Section 5 of this Agreement (but with respect to such Additional Obligor); 

(iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing
existence and good standing of such Additional Obligor and the due authorization by all requisite action on the part of such Additional Obligor of the execution and delivery of such joinder agreement or such amendment to this Agreement and the
performance by such Additional Obligor of its obligations thereunder and under the Notes; and 
 (iv) an opinion of counsel
(which may be from internal counsel) reasonably satisfactory to the Required Holders covering such matters relating to such Additional Obligor and such joinder agreement or such amendment to this Agreement as the Required Holders may reasonably
request. 
 SECTION 10. NEGATIVE COVENANTS. 

From the date of this Agreement until the Closing and thereafter, so long as any of the Notes are outstanding, each Obligor covenants that:

 Section 10.1. Transactions with Affiliates. No Obligor will or will permit any Subsidiary to enter into directly or
indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company,
another Obligor or another Subsidiary), except pursuant to the reasonable requirements of such Obligor’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to such Obligor or such Subsidiary than would be
obtainable in a comparable arm’s-length transaction with a Person not an Affiliate. 

Section 10.2. Merger, Consolidation, Etc. No Obligor will or will permit any Subsidiary to consolidate with or merge with any
other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless: 

(a) with regard to any such transaction involving an Obligor, the successor formed by such consolidation or the survivor of
such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Obligor as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing
under the laws of the United States or any state thereof (including the District of Columbia), and, if such Obligor is not such corporation or limited liability company, such corporation or limited liability company shall have executed and delivered
to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes; 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

(b) any Subsidiary of any Obligor may (x) consolidate with or merge with, or convey, transfer or lease substantially all
of its assets in a single transaction or series of transactions to, (i) an Obligor or a Subsidiary so long as in any merger or consolidation involving any Obligor, such Obligor shall be the surviving or continuing entity or (ii) any other
Person so long as the survivor is a Subsidiary, or (y) convey, transfer or lease all of its assets in compliance with the provisions of Section 10.3; 

(c) each other Obligor reaffirms its obligations under this Agreement and the Notes in writing at such time pursuant to
documentation that is reasonably acceptable to the Required Holders; and 
 (d) immediately before and immediately after
giving effect to such transaction or each transaction in any such series of transactions, no Default or Event of Default shall have occurred and be continuing. 

No such conveyance, transfer or lease of substantially all of the assets of any Obligor shall have the effect of releasing such Obligor or any successor
corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes. 

Section 10.3. Sales of Assets. No Obligor will or will permit any Subsidiary to, sell, lease or otherwise dispose of any
Substantial Part (as defined below) of the assets of such Obligor and its Subsidiaries; provided, however, that any Obligor or any Subsidiary may sell, lease or otherwise dispose of assets constituting a Substantial Part of the assets of such
Obligor and its Subsidiaries if such assets are sold in an arm’s length transaction and, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and an amount equal to the net proceeds
received from such sale, lease or other disposition (but not less than that portion of such assets that exceeds the definition of Substantial Part) shall be used within 365 days of such sale, lease or disposition, in any combination: 

(1) to acquire productive assets used or useful in carrying on the business of the Obligors and their Subsidiaries and having a
value at least equal to the value of such assets sold, leased or otherwise disposed of; and/or 
 (2) to prepay or retire
Senior Indebtedness of any Obligor and/or its Subsidiaries, provided that (i) such Obligor shall offer to prepay each outstanding Note in a principal amount which equals the Ratable Portion for such Note, and (ii) any such
prepayment of the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Any offer of prepayment of the Notes pursuant to this Section 10.3 shall be
given to each holder of the Notes by written notice that shall be delivered not less than thirty (30) days and not more than sixty (60) days prior to the proposed prepayment date. Each such notice shall state that it is given pursuant to
this Section 10.3 and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to the proposed
prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  


holder of the Notes which desires to have its Notes prepaid shall notify the Obligors in writing delivered not less than five (5) Business Days prior to the proposed prepayment date of its
acceptance of such offer of prepayment. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 10.3, or to accept an offer as to all of the Notes held by such holder, in each case on or before the 5th
Business Day preceding the proposed prepayment date, shall be deemed to constitute a rejection of such offer by such holder. Prepayment of Notes pursuant to this Section 10.3 shall be made in accordance with Section 8.2 (but without
payment of the Make-Whole Amount). 
 As used in this Section 10.3, a sale, lease or other disposition of assets shall be deemed to be
a “Substantial Part” of the assets of any Obligor and its Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or otherwise disposed of by all Obligors and their Subsidiaries
during the period of 12 consecutive months ending on the date of such sale, lease or other disposition, exceeds 15% of the book value of Consolidated Total Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or
other disposition; provided that there shall be excluded from any determination of a “Substantial Part” (i) any sale or other disposition of obsolete or worn out property, (ii) any sale, lease or disposition of assets
(including inventory and investments) in the ordinary course of business of any Obligor and its Subsidiaries, (iii) any transfer of assets from any Obligor to any Wholly-Owned Subsidiary or from any Subsidiary to any Obligor or a Wholly-Owned
Subsidiary, or (iv) any sale or transfer of property acquired by any Obligor or any Subsidiary after the date of this Agreement to any Person within 365 days following the acquisition or construction of such property by any Obligor or any
Subsidiary if such Obligor or a Subsidiary shall concurrently with such sale or transfer, lease such property, as lessee. For purposes of this Agreement, Trade Receivables sold or otherwise conveyed to a Special Purpose Company pursuant to one or
more Qualifying Securitization Transactions shall be excluded from the limitations of this Section 10.3, to the extent that the aggregate amount outstanding under all financing facilities relating to such Qualifying Securitization Transactions
shall not exceed $100,000,000 at any time of determination. 
 Section 10.4. Line of Business. No Obligor will or will permit
any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in
which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Memorandum. 

Section 10.5. Terrorism Sanctions Regulations. No Obligor will or will permit any Controlled Entity (a) to become (including
by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any
investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any
Purchaser or holder to be in violation of any law or regulation applicable to such Purchaser or holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage, nor shall any Affiliate of either
engage, in any activity that could subject such Person or any Purchaser or holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions. 

  
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Section 10.6. Liens. No Obligor will or will permit any Subsidiary to, directly or indirectly, (a) acquire any property
subject to any inventory consignment, lease, land contract or other title retention contract (this Section shall not apply to true leases, consignments, tolling or other possessory agreements in respect of the property of others whereby such Obligor
or Subsidiary does not have legal or beneficial title to such property and which, pursuant to GAAP, are not required to be capitalized), (b) sell or otherwise transfer any Trade Receivables, whether with or without recourse, or (c) create,
incur, suffer or permit any property now owned or hereafter acquired by it or any income or profits thereon to be or become encumbered by any mortgage, security interest, financing statement or Lien of any kind or nature or assign or otherwise
convey any right to receive income or profits; provided, that this Section shall not apply to: 
 (i) any lien for a
Tax, assessment or governmental charge or levy which is not yet due and payable or which is being contested in good faith and as to which such Obligor or such Subsidiary shall have made appropriate reserves; 

(ii) any lien securing only its workers’ compensation, unemployment insurance and similar obligations; 

(iii) any mechanics, carrier’s or similar common law or statutory lien incurred in the normal course of business; 

(iv) any transfer of a check or other medium of payment for deposit or collection through normal banking channels or any
similar transaction in the normal course of business; 
 (v) Permitted Purchase Money Security Interests; 

(vi) any financing statement perfecting only a security interest permitted by this Section; 

(vii) easements, restrictions, minor title irregularities and similar matters having no adverse effect as a practical matter on
the ownership or use of any real property of the Company or any Subsidiary; 
 (viii) Liens existing on property at the time
of acquisition (including Liens on property of any business entity at the time of acquisition of the capital stock or assets of such business entity or a merger with or consolidation with such business entity by any Obligor or any Subsidiary
permitted pursuant to Section 10.2) and not created in contemplation thereof, provided that (i) the Lien shall attach solely to the property so acquired (and any repairs, renewals, replacements, additions, accessions, betterments,
improvements, modifications or proceeds thereof or relating thereto), (ii) at the time of acquisition of such property, the aggregate amount remaining unpaid on all Indebtedness 

  
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secured by Liens on the property so acquired, whether or not assumed by such Obligor or such Subsidiary, shall not exceed an amount equal to the lesser of the total purchase price or fair market
value of such property at the time of acquisition (as determined in good faith by one or more officers of such Obligor or such Subsidiary, as the case may be), and (iii) the aggregate principal amount of all Indebtedness secured by such Liens
shall be permitted hereunder; 
 (ix) any attachment or judgment Lien, but only so long as the judgment it secures does not
constitute an Event of Default under Section 11(i); 
 (x) Liens incurred in the ordinary course of business to secure
(A) the non-delinquent performance of bids, trade contracts, leases (other than Capitalized Leases) and statutory obligations, (B) contingent obligations on surety bonds and appeal bonds, and
(C) other similar non-delinquent obligations, in each case, not incurred or made in connection with the obtaining of advances or credit, the payment of the deferred purchase price of property or the
incurrence of other Indebtedness, provided that such Liens, taken as a whole, would not, even if enforced, have a Material Adverse Effect; 

(xi) leases or subleases granted to others, easements,
rights-of-way, restrictions and other similar charges or encumbrances in the ordinary course of business, in each case incidental to, and not interfering in any material
respect with, the ordinary conduct of the business of such Obligor or Subsidiary, and which do not in the aggregate materially impair the use of such property in the operation of the business of such Obligor or Subsidiary or the value of such
property for the purposes of such business; 
 (xii) any other Liens existing on the date hereof which are identified on
Schedule 10.6 hereto; 
 (xiii) any extension, renewal or refunding of any Lien permitted by the preceding clauses (vi),
(viii) and (xii) of this Section 10.6 in respect of the same property theretofore subject to such Lien in connection with the extension, renewal or refunding of the Indebtedness secured thereby; provided that (A) such
extension, renewal or refunding shall be without increase in the principal amount remaining unpaid as of the date of such extension, renewal or refunding, (B) such Lien shall attach solely to the same such property, (C) the principal
amount remaining unpaid as of the date of such extension, renewal or refunding is less than or equal to the fair market value of the property (determined in good faith by the Board or Directors of the Company) to which such Lien is attached,
(D) at the time of such extension, renewal or refunding and after giving effect thereto, no Default or Event of Default would exist; or 

(xiv) Liens securing Priority Debt (other than Liens on Trade Receivables unless in connection with the sale or other transfer
of Trade Receivables to a Special Purpose Company pursuant to one or more Qualifying Securitization Transactions, to the extent that the aggregate amount outstanding under all financing facilities relating to such Qualifying Securitization
Transactions shall not exceed $100,000,000 at any time of determination) not otherwise permitted in the foregoing clauses (i) through (xiii), above, 

  
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provided that Priority Debt shall not at any time exceed 15% of Consolidated Total Assets (determined as of the end of the then most recently ended fiscal quarter), provided,
further, that notwithstanding the foregoing, no Obligor shall, or shall permit any of its Subsidiaries to, secure pursuant to this clause (xiv) of this Section 10.6 any Indebtedness outstanding under or pursuant to any Material
Credit Facility (or any Guaranty delivered in connection therewith) unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation
reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to such Obligor and/or any such Subsidiary, as the case may be, from counsel that is reasonably
acceptable to the Required Holders. 
 Section 10.7. Fixed Charges Coverage. The Company shall not permit the Fixed Charges
Coverage Ratio as of the end of any fiscal quarter to be less than 1.75 to 1.00. 
 Section 10.8. Total Leverage Ratio. The
Company shall not permit the Total Leverage Ratio as of the end of any fiscal quarter to be greater than 3.50 to 1.00. 

Section 10.9. Priority Debt. The Company shall not at any time permit the aggregate amount of all Priority Debt to exceed 15% of
Consolidated Total Assets (Consolidated Total Assets to be determined as of the end of the then most recently ended fiscal quarter of the Company). 

Section 10.10. Distributions. The Company shall not declare or pay any dividend or other Distribution in cash, property or
obligations (other than in shares of capital stock of the Company or in options, warrants or other rights to acquire any such capital stock or in other securities convertible into any such capital stock) on any shares of capital stock of the Company
of any class; and the Company shall not purchase, redeem or otherwise acquire for any consideration any shares of capital stock of the Company of any class or any option, warrant or other right to acquire any such capital stock, unless, as to any of
the foregoing, no Default or Event of Default then exists or would exist after giving effect thereto. 
 SECTION 11.
EVENTS OF DEFAULT. 
 An “Event of Default” shall
exist if any of the following conditions or events shall occur and be continuing: 
 (a) any Obligor defaults in the payment
of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or 

(b) any Obligor defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due
and payable; or 
 (c) any Obligor defaults in the performance of or compliance with any term contained in
Section 7.1(d) or Sections 10.2, 10.3, 10.6, 10.7, 10.8, 10.9 and 10.10; or 

  
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(d) any Obligor defaults in the performance of or compliance with any term contained herein (other than those referred to
in Sections 11(a), (b) and (c)) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) such Obligor receiving written notice of such
default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or 

(e) any representation or warranty made in writing by or on behalf of any Obligor or by any officer of any Obligor in this
Agreement or any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or 

(f) (i) any Obligor or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment
of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount in excess of an amount equal to three percent (3%) of Consolidated
Net Worth beyond any period of grace or notice provided with respect thereto, or (ii) any Obligor or any Significant Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate
outstanding principal amount in excess of an amount equal to three percent (3%) of Consolidated Net Worth or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or
condition, such Indebtedness has become or has been declared due and payable before its stated maturity or before its regularly scheduled dates of payment; or 

(g) any Obligor or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its
debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer
with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or 

(h) a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by any
Obligor or any Significant Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for
relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or
liquidation of such Obligor or such Significant Subsidiary, or any such petition shall be filed against such Obligor or such Significant Subsidiary and such petition shall not be dismissed within 60 days; or 

  
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(i) one or more final judgments or orders for the payment of money aggregating in excess of an amount equal to three percent
(3%) of Consolidated Net Worth at such time, including, without limitation, any such final order enforcing a binding arbitration decision, are rendered against one or more of any Obligor and its Subsidiaries and which judgments are not, within
60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or 

(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part
thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with
the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed an amount that would cause a
Material Adverse Effect, (iv) any Obligor or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, (v) any Obligor or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) any Obligor or any Subsidiary establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would increase the liability of any Obligor or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above,
either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect. As used in this Section 11(j), the terms “employee benefit plan” and “employee welfare
benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA. 
 SECTION 12.
REMEDIES ON DEFAULT, ETC. 
 Section 12.1.
Acceleration. (a) If an Event of Default with respect to any Obligor described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of
Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. 

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or
notices to the Obligors, declare all the Notes then outstanding to be immediately due and payable. 
 (c) If any Event of Default described
in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Obligors, declare all the
Notes held by it or them to be immediately due and payable. 

  
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Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature
and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the
Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. Each Obligor acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Obligors (except as
herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Obligors in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is
intended to provide compensation for the deprivation of such right under such circumstances. 
 Section 12.2. Other Remedies. If
any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed
to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of
any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. 

Section 12.3. Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c),
the Required Holders in principal amount of the Notes then outstanding, by written notice to the Obligors, may rescind and annul any such declaration and its consequences if (a) any Obligor has paid all overdue interest on the Notes, all
principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) no Obligor nor any other Person shall have paid any amounts
which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been
cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or
affect any subsequent Event of Default or Default or impair any right consequent thereon. 
 Section 12.4. No Waivers or Election of
Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No
right, power or remedy conferred by this Agreement or any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Obligors under Section 15, the Obligors will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement
or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. 

  
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SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF
NOTES. 
 Section 13.1. Registration of Notes. The Company shall keep at its principal
executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be
registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at
any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person(s) in whose name any
Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Obligors shall not be affected by any notice or knowledge to the contrary. The Obligors shall give to any holder of a Note that
is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 

Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the
designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered
holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the
Obligors shall execute and deliver, at the Obligor’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1(a), Schedule 1(b) or Schedule 1(c), respectively. Each such
new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Obligors may require payment of a sum
sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a
holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set
forth in Section 6.2. 
 Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an
Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and 

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such
Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be
satisfactory), or 

  
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(b) in the case of mutilation, upon surrender and cancellation thereof, 

within ten Business Days thereafter, the Obligors at their own expense shall execute and deliver, in lieu thereof, a new Note of the same series, dated and
bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon. 

SECTION 14. PAYMENTS ON NOTES. 

Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal,
Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The Obligors may at any
time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of any Obligor in such jurisdiction or the principal office of a bank or trust company in such
jurisdiction. 
 Section 14.2. Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Obligors will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all
other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule B, or by such other method or at such other address as such Purchaser shall have from time to time
specified to the Obligors in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Obligors made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by
the Obligors pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to
which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes of the same series pursuant to Section 13.2. The Obligors will afford the benefits of this Section 14.2 to any Institutional
Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2. 

SECTION 15. EXPENSES, ETC. 

Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Obligors will
pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with
such transactions and in connection with any amendments, waivers or consents under or in 

  
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respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in
enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this
Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary or in connection
with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related
documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000. The Obligors will pay, and will save each Purchaser and each other holder of a Note harmless from, all
claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). 

Section 15.2. Survival. The obligations of the Obligors under this Section 15 will survive the payment or transfer of
any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement. 

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT. 
 All representations and warranties contained herein shall
survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement
shall be deemed representations and warranties of such Obligor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Obligors and supersede
all prior agreements and understandings relating to the subject matter hereof. 
 SECTION 17. AMENDMENT
AND WAIVER.  
 Section 17.1. Requirements. This Agreement and the
Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Obligors and the Required Holders, except that: 

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will
be effective as to any Purchaser unless consented to by such Purchaser in writing; and 
 (b) no amendment or waiver may,
without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or


  
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payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the
Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the
Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2 and
Section 17.1(c)), 11(a), 11(b), 12, 17 or 20. 
 Section 17.2. Solicitation of Holders of Notes. 

(a) Solicitation. The Obligors will provide each Purchaser and each holder of a Note with sufficient information, sufficiently far in
advance of the date a decision is required, to enable such Purchaser and such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes.
The Obligors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 to each Purchaser and each holder of a Note promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes. 
 (b) Payment. No Obligor will
directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an
inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof or of any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support
concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment. 

(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 17 by a holder of a Note that has transferred
or has agreed to transfer its Note to any Obligor or any Affiliate of any Obligor in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be
effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect
except solely as to such holder. 
 Section 17.3. Binding Effect, etc. Any amendment or waiver consented to as provided
in this Section 17 applies equally to all Purchasers and holders of Notes and is binding upon them and upon each future holder of any Note and upon the Obligors without regard to whether such Note has been marked to indicate such amendment or
waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Obligors and any
Purchaser or holder of a Note and no delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Purchaser or holder of such Note. 

  
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Section 17.4. Notes Held by Obligors, etc. Solely for the purpose of determining whether the holders of the requisite
percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes
to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Obligor or any of its Affiliates shall be deemed not to be outstanding.

 SECTION 18. NOTICES. 

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent
(a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested
(postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid). Any such notice must be sent: 

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in
Schedule B, or at such other address as such Purchaser or nominee shall have specified to the Obligors in writing, 
 (ii) if
to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Obligors in writing, or 

(iii) if to any Obligor, to the Company at 22801 St. Clair Avenue, Cleveland, Ohio 44117-1199, to the attention of the
Treasurer, or at such other address as such Obligor shall have specified to the holder of each Note in writing. 
 Notices under this Section 18 will
be deemed given only when actually received. 
 SECTION 19. REPRODUCTION OF
DOCUMENTS. 
 This Agreement and all documents relating thereto, including, without limitation,
(a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously
or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. Each Obligor agrees and
stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not
such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit any Obligor
or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. 

  
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SECTION 20. CONFIDENTIAL INFORMATION. 

For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or
on behalf of any Obligor or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when
received by such Purchaser as being confidential information of such Obligor or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by any
Obligor or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its
directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other
professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to
sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (v) any Person from which it offers to purchase
any Security of any Obligor (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such
Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to
which such delivery or disclosure may be required (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any
litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or
for the protection of the rights and remedies under such Purchaser’s Notes or this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this
Section 20 as though it were a party to this Agreement. On reasonable request by the Obligors in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by
such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Obligors embodying this Section 20. 

In the event that as a condition to receiving access to information relating to any Obligor or its Subsidiaries in connection with the
transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or
otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and such Obligor, this Section 20 shall supersede any such other confidentiality
undertaking. 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

SECTION 21. SUBSTITUTION OF PURCHASER. 

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other
Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Obligors, which notice shall be signed by both such Purchaser and such
Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in
Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such
Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Obligors of notice of such
transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and
such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 

SECTION 22. MISCELLANEOUS. 

Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any
of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. 

Section 22.2. Accounting Terms; Accounting Changes. All accounting terms used herein which are not expressly defined in this
Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all
financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election
by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic
No. 825-10-25 — Fair Value Option, International Accounting Standard 39 — Financial Instruments: Recognition and Measurement or any
similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. 
 If any
change in GAAP by reason of a change from GAAP to IFRS or, if applicable, portions thereof (as provided in the definition of “GAAP”) would affect in any material respect the computation of any ratio or other financial covenant, basket,
calculation or requirement set forth herein or in any other document relating to the Notes, the Obligors and the holders shall endeavor to negotiate in good faith a modification of such ratio, covenant, basket, calculation or


  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  
 
requirement to preserve the original intent thereof in light of such change from GAAP to IFRS or, if applicable, portions thereof (subject, however, to the approval of the Required Holders); and
until, if ever, such modification shall have been effected by an amendment to such ratio, covenant, basket, calculation or requirement approved by the Obligors and the Required Holders as provided in Section 17.1 hereof, (i) such ratio,
covenant, basket, calculation or requirement shall continue to be computed in accordance with GAAP prior to such change to IFRS (or, if applicable, portions thereof) and (ii) the Obligors shall provide to the holders financial statements and
other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio, covenant, basket, calculation or requirement made before and after giving effect to such change
from GAAP to IFRS (or, if applicable, portions thereof). 
 Section 22.3. Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 

Section 22.4. Construction, etc. Each covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein
refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 

Section 22.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an
original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 

Section 22.6. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the
laws of a jurisdiction other than such State. 
 Section 22.7. Jurisdiction and Process; Waiver of Jury Trial.
(a) Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action
or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is
not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. 

  
 -39- 









			
	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

(b) Each Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature
referred to in Section 22.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other
address of which such holder shall then have been notified pursuant to said Section. Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery
receipt furnished by the United States Postal Service or any reputable commercial delivery service. 
 (c) Nothing in this Section 22.7
shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Obligors in the courts of any appropriate jurisdiction
or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 
 (d) THE
PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON
OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT
EXECUTED IN CONNECTION HEREWITH OR THEREWITH. 

Section 22.8. Joint and Several. (a) Joint and Several. The Obligors agree and acknowledge that their liability to pay
all obligations under this Agreement and the Notes and to perform all other obligations under this Agreement and the Notes and each other document to which they are a party is and shall be joint and several. No Obligor shall have any right of
subrogation, reimbursement or similar right in respect of its payment of any sum or its performance of any other obligation hereunder or under the Notes unless and until all obligations have been paid in full. In addition, each Obligor confirms that
it will have received adequate consideration and reasonably equivalent value for the Indebtedness incurred and other agreements made in this Agreement and the Notes. No Obligor could reasonably expect to obtain financing separately on terms as
favorable as those provided for herein. 
 (b) Obligations Absolute. The obligations of each Obligor hereunder (the
“Obligations”) shall be valid and enforceable and, except as expressly provided herein, shall not be subject to limitation, impairment or discharge for any reason (other than the payment in full of the Obligations), including,
without limitation, the occurrence of any failure to assert or enforce or agreement not to assert or enforce any claim or demand of any right power or remedy with respect to the Obligations or any agreement relating thereto, or with respect to any
guaranty thereof or security therefor or any other act or thing or omission which may or might in any manner or to any extent vary the risk of such Obligor as an obligor in respect of the Obligations; and each Obligor hereby waives (i) any
defense based upon any statute or rule of law or equity to the effect that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, and (ii) to the fullest extent permitted by
law, any defenses or benefits which may be derived from or afforded by law or equity which limit the liability of or exonerate guarantors or sureties, or which may conflict with terms of this Agreement, the Notes or any other documents delivered in
connection therewith. 

  
 -40- 









			
	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

(c) Limitations. (i) If the Obligations of an Obligor would be held or determined by a court or tribunal having competent
jurisdiction to be void, invalid or unenforceable on account of the amount of its aggregate liability under this Agreement or the Notes, then, notwithstanding any other provision of this Agreement or the Notes to the contrary, the aggregate amount
of the liability of such Obligor under this Agreement and the Notes shall, without any further action by such Obligor, any holder or any other person, be automatically limited and reduced to an amount which is valid and enforceable. 

(ii) Without limiting the generality of clause (i) above, each Obligor, each Purchaser and each holder, hereby confirms that it is the
intention of all such parties that none of this Agreement, the Notes or any other document delivered in connection therewith constitute a fraudulent transfer or conveyance under any Debtor Relief Law, the Uniform Fraudulent Conveyances Act, the
Uniform Fraudulent Transfer Act or similar state statute applicable to this Agreement, the Notes or any other related document. Therefore, such parties agree that the Obligations of an Obligor shall be limited to such maximum amount as will, after
giving effect to such maximum amount and other contingent and fixed liabilities of such Obligor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf
of the other Obligors and any other obligor, result in the Obligations not constituting a fraudulent transfer or conveyance. 
 (iii) The
provisions of this Section 22.8 are intended solely to preserve the rights of the Purchasers and the holders hereunder to the maximum extent permitted by applicable law, and neither an Obligor nor any other Person shall have any right or claim
under such provisions that would not otherwise be available under applicable law.

*    *    *    *    * 

  
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	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors,
whereupon this Agreement shall become a binding agreement between you and the Obligors. 
  

			
	Very truly yours,
	
	LINCOLN ELECTRIC HOLDINGS, INC.
		
	By		 
			Name:
			Title:


  

			
	THE LINCOLN ELECTRIC COMPANY
		
	By		 
			Name:
			Title:


  

			
	 LINCOLN ELECTRIC INTERNATIONAL HOLDING
COMPANY

		
	By		 
			Name:
			Title:


  

			
	J.W. HARRIS CO., INC.
		
	By		 
			Name:
			Title:


  

			
	LINCOLN GLOBAL, INC.
		
	By		 
			Name:
			Title:










			
	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  
  

			
	TECHALLOY, INC.
		
	By		 
			Name:
			Title:


  

			
	WAYNE TRAIL TECHNOLOGIES, INC.
		
	By		 
			Name:
			Title:










			
	Lincoln Electric Holdings, Inc.		Note Purchase Agreement

  
 This Agreement
is hereby 
 accepted and agreed to as 
 of the date hereof.

 [ADD PURCHASER SIGNATURE BLOCKS] 







 DEFINED TERMS 

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: 

“Additional Obligor” is defined in Section 9.7. 

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly
through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to
an Affiliate of an Obligor. 
 “Agreement” means this Agreement, including all Schedules attached to this Agreement, as it
may be amended, restated, supplemented or otherwise modified from time to time. 

“Anti-Corruption Laws” is defined in Section 5.16(d)(1). 

“Anti-Money Laundering Laws” is defined in Section 5.16(c). 

“Blocked Person” is defined in Section 5.16(a). 

“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on
which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in
New York, New York or Cleveland, Ohio are required or authorized to be closed. 
 “Capitalized Leases” means, in
respect of any Person, any lease of property imposing obligations on such Person, as lessee of such property, which are required in accordance with GAAP to be capitalized on a balance sheet of such Person. 

“Change of Control” means and includes any of the following: 

(i) during any period of twelve (12) consecutive calendar months, individuals who at the beginning of such period
constituted the Company’s Board of Directors (together with any new directors (x) whose election by the Company’s Board of Directors was, or (y) whose nomination for election by the Company’s shareholders was (prior to the
date of the proxy or consent solicitation relating to such nomination), approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for
election was previously so approved), shall cease for any reason to constitute a majority of the directors then in office; 

  

SCHEDULE A 
 (to Note
Purchase Agreement) 








 (ii) any person or group (as such term is defined in section 13(d)(3) of the
1934 Act) shall acquire, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 of the 1934 Act) of more than 50%, on a fully diluted basis, of the economic or voting interest in the Company’s capital stock;

 (iii) the shareholders of the Company approve a merger or consolidation of such with any other person, other than a merger
or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or exchanged for voting securities of the surviving or
resulting entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving or resulting entity outstanding after such merger or consolidation; 

(iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement or agreements for
the sale or disposition by the Company of all or substantially all of the Company’s assets; and/or 
 (v) the Company
ceases to own one hundred percent (100%) of the issued and outstanding capital stock of an Obligor, other than the Company, except as a result of a transaction expressly permitted in Section 10.2. 

“CISADA” is defined in Section 5.16(a). 

“Closing” is defined in Section 3. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time. 
 “Company” means Lincoln Electric Holdings, Inc., an Ohio corporation or any successor that
becomes such in the manner prescribed in Section 10.2. 
 “Confidential Information” is defined in Section 20.

 “Consolidated” means the Company and its Subsidiaries, taken as a whole in accordance with GAAP. 

“Consolidated Fixed Charges” means, with respect to any period, the sum of (a) Consolidated Interest Expense for such
period and (b) Consolidated Lease Rentals for such period. 
 “Consolidated Income Available for Fixed Charges” means,
with respect to any period, Consolidated Net Income for such period, plus, without duplication, all amounts deducted in the computation thereof on account of (a) Consolidated Fixed Charges and (b) Taxes imposed on or measured by income or
excess profits. 

  
 A-2 








 “Consolidated Interest Expense” means, for any period, Interest Expense of the
Company and its Subsidiaries on a Consolidated basis. 
 “Consolidated Lease Rentals” means, with respect to any period, the
sum of the rental and other obligations required to be paid during such period by the Company and its Subsidiaries as lessee under all leases of real or personal property (other than Capitalized Leases), on a Consolidated basis, excluding any amount
required to be paid by the lessee (whether or not therein designated as rental or additional rental) on account of maintenance and repairs, insurance, Taxes, assessments, water rates and similar charges, provided that, if at the date of
determination, any such rental or other obligations (or portion thereof) are contingent or not otherwise definitely determinable by the terms of the related lease, the amount of such obligations (or such portion thereof) (i) shall be assumed to
be equal to the amount of such obligations for the period of 12 consecutive calendar months immediately preceding the date of determination or (ii) if the related lease was not in effect during such preceding 12-month period, shall be the
amount estimated by a responsible officer of the Company on a reasonable basis and in good faith. 
 “Consolidated Net
Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries for such period, on a Consolidated basis, as determined in accordance with GAAP, after eliminating all offsetting debits and credits
between the Company and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP, provided that there
shall be excluded: 
 (a) the income (or loss) of any Person (other than a Subsidiary) in which the Company or any Subsidiary
has an ownership interest, except to the extent that any such income has been actually received by the Company or such Subsidiary in the form of cash dividends or similar cash distributions, 

(b) the undistributed earnings of any Subsidiary to the extent that, to the best of the knowledge of the Company, the
declaration or payment of dividends or similar distributions by such Subsidiary is (i) not at the time permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, or law applicable to such Subsidiary, or
(ii) otherwise unavailable for payment, 
 (c) any aggregate net gain (but not any aggregate net loss) during such
period arising from the sale, conversion, exchange or other disposition of investments or capital assets (such term to include, without limitation, the following, whether or not current: all fixed assets, whether tangible or intangible, and all
inventory sold in conjunction with the disposition of fixed assets), and any Taxes on such net gain (or net loss), 
 (d) any
non-cash gains or losses resulting from any write-up or reappraisal of any assets, including, without limitation, goodwill of such Person as well as goodwill impairments and losses traced to the write-off of goodwill associated with the sale or
other disposition of a business by such Person, 

  
 A-3 








 (e) any net gain from the collection of the proceeds of life insurance policies,

 (f) any gain arising from the acquisition of any security (as defined in the Securities Act of 1933), or the
extinguishment, under GAAP, of any Indebtedness, of the Company or any Subsidiary, 
 (g) any deferred or other credit
representing the excess of equity in any Subsidiary at the date of acquisition over the cost of the investment in such Subsidiary, and 

(h) any non-cash charges related to the implementation by the Company and its Subsidiaries of FASB Statement 142. 

“Consolidated Net Worth” means, at any time, 

(a) the sum (adjusted for any non-cash charges related to the implementation by the Company and its Subsidiaries of FASB
Statement 142) of (i) the par value (or value stated on the books of the corporation) of the capital stock (but excluding treasury stock and capital stock subscribed and unissued) of the Company and its Subsidiaries, plus (ii) the amount
of the paid-in capital and retained earnings of the Company and its Subsidiaries, in each case as such amounts would be shown on a Consolidated balance sheet of the Company and its Subsidiaries as of such time prepared in accordance with GAAP,
minus 
 (b) to the extent included in clause (a), all amounts properly attributable to minority interests, if any, in
the stock and surplus of Subsidiaries. 
 “Consolidated Total Assets” means, as of any date of determination, the total
amount of all assets of the Company and its Subsidiaries, determined on a Consolidated basis. 
 “Controlled Entity” means
(i) any of the Subsidiaries of any Obligor and any of their or such Obligor’s respective Controlled Affiliates and (ii) if such Obligor has a parent company, such parent company and its Controlled Affiliates. As used in this
definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise. 
 “Default” means an event or condition the occurrence or existence of which would, with the lapse of time or
the giving of notice or both, become an Event of Default. 
 “Default Rate” means that rate of interest that is the greater
of (i) 2.0% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2.0% over the rate of interest publicly announced by Bank of America, N.A. in New York, New York as its “base”
or “prime” rate. 
 “Disclosure Documents” is defined in Section 5.3. 

  
 A-4 








 “Distribution” means any payment made, liability incurred and other
consideration (other than any stock dividend, or stock split or similar distributions payable only in capital stock of an Obligor) given (i) for the purchase, acquisition, redemption or retirement of any capital stock of an Obligor or
(ii) as a dividend, return of capital or other distribution of any kind in respect of the capital stock of an Obligor outstanding at any time. 

“EBITDA” means, for any period, the sum of the amounts of (i) Consolidated Net Income, (ii) Consolidated Interest
Expense for such period, (iii) depreciation for such period on a Consolidated basis, as determined in accordance with GAAP, (iv) amortization for such period on a Consolidated basis, as determined in accordance with GAAP, and (v) all
provisions for any Taxes imposed on or measured by income or excess profits made by the Company and its Subsidiaries during such period, in each case, for clauses (ii) through (v), inclusive, to the extent expensed or deducted in computing
Consolidated Net Income and without duplication. 
 “EDGAR” means the SEC’s Electronic Data Gathering, Analysis and
Retrieval System or any successor SEC electronic filing system for such purposes. 
 “Environmental Laws” means any and all
federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of
the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect. 
 “ERISA Affiliate” means any trade or business (whether or not
incorporated) that is treated as a single employer together with any Obligor under section 414 of the Code. 
 “Event of
Default” is defined in Section 11. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

 “First Closing” is defined in Section 3. 

“Fixed Charges Coverage Ratio” means, at any time, the ratio of (a) Consolidated Income Available for Fixed Charges for
the period of four consecutive fiscal quarters ending as of the most recent fiscal quarter ended prior to such time to (b) Consolidated Fixed Charges for such period. 

“Form 10-K” is defined in Section 7.1(b). 

“Form 10-Q” is defined in Section 7.1(a). 

  
 A-5 








 “Funded Debt” means (a) Indebtedness, other than Indebtedness of the types
described in clause (ix), (x), (xii) and (xiii) of the definition of such term, below, and (b) all guaranty obligations of such Person in respect of any Indebtedness of the type described in clause (a) of this definition. 

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time; it being
understood and agreed that determinations in accordance with GAAP for purposes of Section 10, including defined terms as used therein, are subject (to the extent provided therein) to Section 22.2. If at any time the SEC permits or requires
U.S.-domiciled companies subject to the reporting requirements of the Exchange Act to use, in whole or in part, IFRS in lieu of GAAP for financial reporting purposes, the Company may elect by written notice to
the holders to so use IFRS (or, to the extent permitted by the SEC and consistent with pronouncements of the Financial Accounting Standards Board and the International Accounting Standards Board, portions thereof from time to time) in lieu of GAAP
and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS (or, if applicable, such portions) as in effect from time to time and
(b) for prior periods, GAAP as defined in the first sentence of this definition (and as theretofore modified pursuant to this sentence), in each case subject to Section 22.2. 

“Governmental Authority” means 

(a) the government of 

(i) the United States of America or any state or other political subdivision thereof, or 

(ii) any other jurisdiction in which any Obligor or any Subsidiary conducts all or any part of its business, or which asserts
jurisdiction over any properties of any Obligor or any Subsidiary, or 
 (b) any entity exercising executive, legislative,
judicial, regulatory or administrative functions of, or pertaining to, any such government. 
 “Governmental Official” means
any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate
for political office, official of any public international organization or anyone else acting in an official capacity. 

“Guarantor” means the obligor under any Guaranty. 

  
 A-6 








 “Guaranty” means, with respect to any Person, any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether
directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person: 

(a) to purchase such indebtedness or obligation or any property constituting security therefor; 

(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to
maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation; 

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such
indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or 
 (d)
otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof. 
 In any computation of the indebtedness or other
liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor. 

“Hazardous Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to
health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or
similar restricted, prohibited or penalized substances. 
 “holder” means, with respect to any Note, the Person in whose
name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 17.2 and 18 and any related definitions
in this Schedule B, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register. 

“IFRS” means the International Financial Reporting Standards and applicable accounting requirements set by the International
Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such Board, or the SEC, as the
case may be), as in effect from time to time. 

  
 A-7 








 “INHAM Exemption” is defined in Section 6.2(e). 

“Indebtedness” means, with respect to any Person, without duplication, (i) all indebtedness for money borrowed of such
Person; (ii) all bonds, notes, debentures and similar debt securities of such Person; (iii) the deferred purchase price of capital assets or services which in accordance with GAAP would be shown on the liability side of the balance sheet
of such Person; (iv) the amounts drawn under all letters of credit issued for the account of such Person (other than commercial or trade letters of credit issued in connection with customer or supplier relationships in the ordinary course of
business) and, without duplication, all drafts drawn thereunder; (v) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; (vi) all Indebtedness of a second Person secured by any Lien on any
property owned by such first Person, whether or not such Indebtedness has been assumed; (vii) all Capitalized Lease obligations of such Person and all Indebtedness of such Person secured by purchase money Liens; (viii) the present value,
determined on the basis of the implicit interest rate, of all basic rental obligations under all “synthetic” leases (i.e., leases accounted for by the lessee as operating leases under which the lessee is the “owner” of the
leased property for Federal income Tax purposes); (ix) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations; (x) all net obligations of such Person under any so-called “hedge,” “swap,” “collar,”
“cap” or similar interest rate or currency fluctuation protection agreements; (xi) the full outstanding balance of trade receivables, notes or other instruments sold with full recourse (and the portion thereof subject to potential
recourse, if sold with limited recourse), including, without limitation, in connection with a Qualifying Securitization Transaction, other than in any such case any thereof sold solely for purposes of collection of delinquent accounts;
(xii) the stated value, or liquidation value if higher, of all redeemable stock (or other equity interest) of such Person; and (xiii) all guaranty obligations of such Person; provided that (a) neither trade payables nor other
similar accrued expenses, in each case arising in the ordinary course of business, unless evidenced by a note, shall constitute Indebtedness; and (b) the Indebtedness of any Person shall in any event include (without duplication) the
Indebtedness of any other entity (including any general partnership in which such Person is a general partner) to the extent such Person is liable thereon as a result of such Person’s ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide expressly that such Person is not liable thereon. 

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or
more of its affiliates) more than 2% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any
insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note. 

“Interest Expense” means, for any fiscal period, all expense of the Company or any of its Subsidiaries for such fiscal period
classified as interest expense for such period, including capitalized interest and interest under “synthetic” leases, in accordance with GAAP. 

  
 A-8 








 “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge,
security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any
property or asset of such Person. 
 “Lincoln Party” means any of the Obligors or any other direct or indirect Subsidiary of
any of them from time to time, collectively, the “Lincoln Parties.” 
 “Make-Whole
Amount” is defined in Section 8.6. 
 “Material” means material in relation to the business, operations,
affairs, financial condition, assets or properties of an Obligor and its Subsidiaries taken as a whole. 
 “Material Adverse
Effect” means a material adverse effect on (a) the business, operations, financial condition, assets or properties of an Obligor and its Subsidiaries taken as a whole, (b) the ability of an Obligor to perform its obligations under
this Agreement and the Notes, (c) the ability of any Guarantor to perform its obligations under any Guaranty guaranteeing the obligations of the Obligors under the Notes and this Agreement, or (d) the validity or enforceability of this
Agreement, the Notes or any such Guaranty. 
 “Material Credit Facility” means, as to the Obligors and their Subsidiaries,

 (a) the Amended and Restated Credit Agreement dated as of July 26, 2012, by and among the Company, the Subsidiaries
of the Company party thereto, KeyBank National Association, in its capacities as letter of credit issuer and administrative agent for the lenders, and the financial institutions party thereto as lenders, as amended to date, including any renewals,
extensions, further amendments, supplements, restatements, replacements or refinancing thereof; 
 (b) any other agreement(s)
creating or evidencing indebtedness for borrowed money entered into on or after the date of Closing by any Obligor or any Subsidiary, or in respect of which any Obligor or any Subsidiary is an obligor or otherwise provides a guarantee or other
credit support (“Credit Facility”), in a principal amount outstanding or available for borrowing equal to or greater than $50,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date
of the closing of such facility based on the exchange rate of such other currency); and if no Credit Facility or Credit Facilities equal or exceed such amounts, then any Credit Facility in a principal amount outstanding or available for borrowing
equal to or greater than $5,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based on the exchange rate of such other currency) shall be deemed to be a Material
Credit Facility; and 
 (c) any private placement document pursuant to which any Obligor has issued senior notes, either now
existing or existing in the future.  
 “Maturity Date” is defined in the first paragraph of each Note. 

  
 A-9 








 “Memorandum” is defined in Section 5.3. 

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of
ERISA). 
 “NAIC” means the National Association of Insurance Commissioners or any successor thereto. 

“Notes” is defined in Section 1. 

“OFAC” is defined in Section 5.16(a). 

“OFAC Listed Person” is defined in Section 5.16(a). 

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list
of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx. 

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company or any
other Obligor whose responsibilities extend to the subject matter of such certificate. 
 “PBGC” means the Pension Benefit
Guaranty Corporation referred to and defined in ERISA or any successor thereto. 
 “Permitted Purchase Money Security
Interest” means any Lien which is created or assumed in purchasing, constructing or improving any real or personal property (other than inventory) in the ordinary course of business, or to which any such property is subject when so
purchased, including, without limitation, Capitalized Leases, provided, that (i) such Lien shall be confined to the aforesaid property, (ii) the Indebtedness secured thereby does not exceed the total cost of the purchase,
construction or improvement, and (iii) any refinancing of such indebtedness does not increase the amount of indebtedness owing as of the date of such refinancing. 

“Person” means an individual, sole proprietorship, partnership, joint venture, corporation, limited liability company,
association, institution, estate, trust, unincorporated organization, business entity or Governmental Authority. 
 “Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five
years, have been made or required to be made, by any Obligor or any ERISA Affiliate or with respect to which any Obligor or any ERISA Affiliate may have any liability. 

“Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or
similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person. 

  
 A-10 








 “Priority Debt” means (without duplication), as of the date of any determination
thereof, the sum of (i) all unsecured Indebtedness of Subsidiaries (including all Guaranties of Indebtedness but excluding (w) Indebtedness owing to the Company or any other Subsidiary, (x) Indebtedness outstanding at the time such
Person became a Subsidiary, provided that such Indebtedness shall have not been incurred in contemplation of such person becoming a Subsidiary, (y) Indebtedness of the Obligors and (z) all Indebtedness of Guarantors guaranteeing the
obligations of the Obligors under the Notes and this Agreement), and (ii) all Indebtedness of any Obligor and its Subsidiaries secured by Liens other than Indebtedness secured by Liens permitted by clauses (i) through (xiii), inclusive, of
Section 10.6. 
 “property” or “properties” means, unless otherwise specifically limited, real or
personal property of any kind, tangible or intangible, choate or inchoate. 
 “PTE” is defined in Section 6.2(a). 

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to
the Obligors and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner
(through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer. 

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such
term as set forth in Rule 144A(a)(1) under the Securities Act. 
 “Qualifying Securitization Transaction” shall mean a bona
fide securitization transaction effected under terms and conditions customary in the capital markets and consisting of sales of Trade Receivables by a Lincoln Party to a Special Purpose Company which in turn either sells or pledges such Trade
Receivables (or undivided interests therein) to a commercial paper conduit or other financing source (whether with or without recourse to the Special Purpose Company), and as to which each of the following conditions shall be satisfied:
(i) such sales to the Special Purpose Company are not accounted for under GAAP as secured loans, (ii) such transactions are, in the good faith opinion of a responsible officer of the Company, for fair value and in the best interests of
such Lincoln Party, and (iii) recourse to any Lincoln Party in connection with any such sale of Trade Receivables is limited to repurchase, substitution or indemnification obligations customarily provided for in asset securitization
transactions and arising from breaches of representations or warranties made by any Lincoln Party in connection with such sale. 

“QPAM Exemption” is defined in Section 6.2(d). 

“Ratable Portion” means, with respect to any Note, an amount equal to the product of (x) the amount equal to the net
proceeds being so applied to the prepayment of Senior Indebtedness in accordance with Section 10.3(2), multiplied by (y) a fraction, the numerator of which is the aggregate principal amount of Senior Indebtedness of any Obligor and its
Subsidiaries being prepaid pursuant to Section 10.3(2) and the denominator is the aggregate principal amount of Senior Indebtedness of such Obligor and its Subsidiaries. 

  
 A-11 








 “Related Fund” means, with respect to any holder of any Note, any fund or entity
that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor. 

“Required Holders” means (a) prior to the First Closing, the Purchasers; (b) at any time on or after the First
Closing, the holders of at least 51% in principal amount of the Notes at the time outstanding, provided that for purposes of this clause (b), the Notes scheduled to be issued at the Second Closing shall be deemed to be outstanding; and
(c) at any time on or after the Second Closing, the holders of at least 51% in principal amount of the Notes at the time outstanding, in each case, exclusive of Notes then owned by any Obligor or any of its Affiliates. 

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company or any other Obligor with
responsibility for the administration of the relevant portion of this Agreement. 
 “SEC” means the Securities and Exchange
Commission of the United States, or any successor thereto. 
 “Second Closing” is defined in Section 3. 

“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect. 
 “Senior Financial Officer” means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company. 
 “Senior Indebtedness” means with respect to any Person, as
of the date of any determination thereof, all Indebtedness of such Person other than Subordinated Debt. 
 “series” means
any series of Notes issued pursuant to this Agreement. 
 “Series A Notes” is defined in Section 1.1. 

“Series B Notes” is defined in Section 1.1. 

“Series C Notes” is defined in Section 1.1. 

“Series D Notes” is defined in Section 1.1. 

  
 A-12 








 “Significant Subsidiary” means at any time any Subsidiary that would at such
time constitute a “significant subsidiary” (as such term is defined in Regulation S-X of the SEC as in effect on the date of the Closing) of any Obligor. 

“Source” is defined in Section 6.2. 

“Special Purpose Company” shall mean any Person created in connection with a Qualifying Securitization Transaction,
provided, that any Special Purpose Company shall not own any property or conduct any activities other than those properties and activities which are reasonably required to be owned and conducted in connection with the involvement of such
Person in Qualifying Securitization Transactions. 
 “Subordinated Debt” means with respect to any Person, all unsecured
Indebtedness of such Person which shall contain or have applicable thereto subordination provisions providing for the subordination thereof to other Indebtedness of such Person (including without limitation, with respect to any Obligor, the
obligations of such Obligor under this Agreement or the Notes). 
 “Subsidiary” means, as to any Person, any other Person in
which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a
majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its
Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless
the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company. 

“Substitute Purchaser” is defined in Section 21. 

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office. 

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed
by any Governmental Authority, including interest, penalties and additions to tax with respect thereto. 
 “Total Funded
Debt” shall mean, as at the date of any determination, and on a Consolidated basis, the principal amount of any and all outstanding Funded Debt of the Company and its Subsidiaries at such date, including, without limitation, the outstanding
obligations of the Obligors under this Agreement and the Notes at such date and any other obligations of the Obligors to the holders at such date. 

“Total Leverage Ratio” shall mean, as of the end of any fiscal quarter, the ratio of (i) Total Funded Debt outstanding on
such fiscal quarter end to (ii) Trailing EBITDA as of such fiscal quarter end. 

  
 A-13 








 “Trade Receivables” shall mean indebtedness and other obligations owed to the
Company or any other Lincoln Party, whether constituting accounts, chattel paper, instruments or general intangibles, arising in connection with the sale of goods and services by the Company or such Lincoln Party to commercial customers, including,
without limitation, the obligation to pay any finance charges with respect thereto, and agreements relating thereto, collateral securing the foregoing, books and records relating thereto and all proceeds thereof. 

“Trailing EBITDA” shall mean, as of the end of any fiscal quarter, EBITDA for such fiscal quarter, plus EBITDA for the three
(3) immediately preceding fiscal quarters. 
 “USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect. 
 “U.S. Economic Sanctions” is defined in Section 5.16(a). 

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary all of the equity
interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of any Obligor and such Obligor’s other Wholly-Owned Subsidiaries at such time. 

  
 A-14 








 [FORM OF SERIES A NOTE] 

LINCOLN ELECTRIC HOLDINGS, INC. 

THE LINCOLN ELECTRIC COMPANY 

LINCOLN ELECTRIC INTERNATIONAL HOLDING COMPANY 

J.W. HARRIS CO., INC. 

LINCOLN GLOBAL, INC. 

TECHALLOY, INC. 

WAYNE TRAIL TECHNOLOGIES, INC. 

3.15% SENIOR NOTE, SERIES A, DUE AUGUST 20, 2025 

 

			
	No. [            ]		[Date]
	$[                ]		PPN[                    ]

 FOR VALUE RECEIVED, the undersigned, Lincoln Electric
Holdings, Inc., a corporation organized and existing under the laws of the State of Ohio (herein called the “Company”), The Lincoln Electric Company, an Ohio corporation (“Lincoln”), Lincoln Electric
International Holding Company, a Delaware corporation (“International”), J.W. Harris Co., Inc., an Ohio corporation (“Harris”), Lincoln Global, Inc., a Delaware corporation (“Global”), Techalloy,
Inc., a Delaware corporation (“Techalloy”), Wayne Trail Technologies, Inc., an Ohio corporation (“Wayne” and with the Company, Lincoln, International, Harris, Global and Techalloy, each an “Obligor”
and, collectively, the “Obligors”), jointly and severally hereby promise to pay to [                    ], or registered
assigns, the principal sum of [                    ] DOLLARS (or so much thereof as shall not have been prepaid) on
August 20, 2025 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance hereof at the rate of 3.15% per annum from the date hereof, payable semiannually, on the 20th day of February and August in each year, commencing with the February 20 or August 20 next succeeding the date hereof, and on the
Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance
and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 5.15% or (ii) 2.0% over the rate of interest publicly announced by Bank of
America, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be
made in lawful money of the United States of America at Bank of America, N.A. in New York, New York or at such other place as the Obligors shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below. 
 This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note
Purchase Agreement, dated as of April 1, 2015 (as from time to time amended, the “Note Purchase Agreement”), between the Obligors and the respective Purchasers named 

  

SCHEDULE 1(a) 
 (to
Note Purchase Agreement) 








 
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement. 
 This Note is a registered Note and, as provided in the Note Purchase Agreement,
upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment
and for all other purposes, and the Obligors will not be affected by any notice to the contrary. 
 The Obligors will make any required
prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other
than such State. 
  

			
	LINCOLN ELECTRIC HOLDINGS, INC.
		
	By		 
			Name:
			Title:



  
 1(a)-2 








 
			
	THE LINCOLN ELECTRIC COMPANY
		
	By		 
			Name:
			Title:
	
	 LINCOLN ELECTRIC INTERNATIONAL HOLDING
COMPANY

		
	By		 
			Name:
			Title:
	
	J.W. HARRIS CO., INC.
		
	By		 
			Name:
			Title:
	
	LINCOLN GLOBAL, INC.
		
	By		 
			Name:
			Title:
	
	TECHALLOY, INC.
		
	By		 
			Name:
			Title:
	
	WAYNE TRAIL TECHNOLOGIES, INC.
		
	By		 
			Name:
			Title:



  
 1(a)-3 








 [FORM OF SERIES B NOTE] 

LINCOLN ELECTRIC HOLDINGS, INC. 

THE LINCOLN ELECTRIC COMPANY 

LINCOLN ELECTRIC INTERNATIONAL HOLDING COMPANY 

J.W. HARRIS CO., INC. 

LINCOLN GLOBAL, INC. 

TECHALLOY, INC. 

WAYNE TRAIL TECHNOLOGIES, INC. 

3.35% SENIOR NOTE, SERIES B, DUE AUGUST 20, 2030 

 

			
	No. [            ]		[Date]
	$[            ]		PPN[                    ]

 FOR VALUE RECEIVED, the undersigned, Lincoln Electric
Holdings, Inc., a corporation organized and existing under the laws of the State of Ohio (herein called the “Company”), The Lincoln Electric Company, an Ohio corporation (“Lincoln”), Lincoln Electric
International Holding Company, a Delaware corporation (“International”), J.W. Harris Co., Inc., an Ohio corporation (“Harris”), Lincoln Global, Inc., a Delaware corporation (“Global”), Techalloy,
Inc., a Delaware corporation (“Techalloy”), Wayne Trail Technologies, Inc., an Ohio corporation (“Wayne” and with the Company, Lincoln, International, Harris, Global and Techalloy, each an “Obligor”
and, collectively, the “Obligors”), jointly and severally hereby promise to pay to [                    ], or registered
assigns, the principal sum of [                    ] DOLLARS (or so much thereof as shall not have been prepaid) on
August 20, 2030 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance hereof at the rate of 3.35% per annum from the date hereof, payable semiannually, on the 20th day of February and August in each year, commencing with the February 20 or August 20 next succeeding the date hereof, and on the
Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance
and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 5.35% or (ii) 2.0% over the rate of interest publicly announced by Bank of
America, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be
made in lawful money of the United States of America at Bank of America, N.A. in New York, New York or at such other place as the Obligors shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below. 
 This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note
Purchase Agreement, dated as of April 1, 2015 (as from time to time amended, the “Note Purchase Agreement”), between the Obligors and the respective Purchasers named 

  

SCHEDULE 1(b) 
 (to
Note Purchase Agreement) 








 
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement. 
 This Note is a registered Note and, as provided in the Note Purchase Agreement,
upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment
and for all other purposes, and the Obligors will not be affected by any notice to the contrary. 
 The Obligors will make any required
prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 

This Note shall be construed and enforced in accordance with, and the rights of the Obligors and the holder of this Note shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other
than such State. 
  

			
	LINCOLN ELECTRIC HOLDINGS, INC.
		
	By		 
			Name:
			Title:



  
 1(b)-2 








 
			
	THE LINCOLN ELECTRIC COMPANY
		
	By		 
			Name:
			Title:
	
	 LINCOLN ELECTRIC INTERNATIONAL HOLDING
COMPANY

		
	By		 
			Name:
			Title:
	
	J.W. HARRIS CO., INC.
		
	By		 
			Name:
			Title:
	
	LINCOLN GLOBAL, INC.
		
	By		 
			Name:
			Title:
	
	TECHALLOY, INC.
		
	By		 
			Name:
			Title:
	
	WAYNE TRAIL TECHNOLOGIES, INC.
		
	By		 
			Name:
			Title:



  
 1(b)-3 








 [FORM OF SERIES C NOTE] 

LINCOLN ELECTRIC HOLDINGS, INC. 

THE LINCOLN ELECTRIC COMPANY 

LINCOLN ELECTRIC INTERNATIONAL HOLDING COMPANY 

J.W. HARRIS CO., INC. 

LINCOLN GLOBAL, INC. 

TECHALLOY, INC. 

WAYNE TRAIL TECHNOLOGIES, INC. 

3.61% SENIOR NOTE, SERIES C, DUE APRIL 1, 2035 

 

			
	No. [            ]		[Date]
	$[            ]		PPN[                    ]

 FOR VALUE RECEIVED, the undersigned, Lincoln Electric
Holdings, Inc., a corporation organized and existing under the laws of the State of Ohio (herein called the “Company”), The Lincoln Electric Company, an Ohio corporation (“Lincoln”), Lincoln Electric
International Holding Company, a Delaware corporation (“International”), J.W. Harris Co., Inc., an Ohio corporation (“Harris”), Lincoln Global, Inc., a Delaware corporation (“Global”), Techalloy,
Inc., a Delaware corporation (“Techalloy”), Wayne Trail Technologies, Inc., an Ohio corporation (“Wayne” and with the Company, Lincoln, International, Harris, Global and Techalloy, each an “Obligor”
and, collectively, the “Obligors”), jointly and severally hereby promise to pay to [                    ], or registered
assigns, the principal sum of [                    ] DOLLARS (or so much thereof as shall not have been prepaid) on
April 1, 2035 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
hereof at the rate of 3.61% per annum from the date hereof, payable semiannually, on the 1st day of April and October in each year, commencing with the April 1 or October 1 next succeeding the date hereof, and on the Maturity Date,
until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any
overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 5.61% or (ii) 2.0% over the rate of interest publicly announced by Bank of America, N.A.
from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be
made in lawful money of the United States of America at Bank of America, N.A. in New York, New York or at such other place as the Obligors shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below. 
 This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note
Purchase Agreement, dated as of April 1, 2015 (as from time to time amended, the “Note Purchase Agreement”), between the Obligors and the respective Purchasers named 

  

SCHEDULE 1(c) 
 (to
Note Purchase Agreement) 








 
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement. 
 This Note is a registered Note and, as provided in the Note Purchase Agreement,
upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment
and for all other purposes, and the Obligors will not be affected by any notice to the contrary. 
 The Obligors will make any required
prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 

This Note shall be construed and enforced in accordance with, and the rights of the Obligors and the holder of this Note shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other
than such State. 
  

			
	LINCOLN ELECTRIC HOLDINGS, INC.
		
	By		 
			Name:
			Title:



  
 1(c)-2 








 
			
	THE LINCOLN ELECTRIC COMPANY
		
	By		 
			Name:
			Title:
	
	 LINCOLN ELECTRIC INTERNATIONAL HOLDING
COMPANY

		
	By		 
			Name:
			Title:
	
	J.W. HARRIS CO., INC.
		
	By		 
			Name:
			Title:
	
	LINCOLN GLOBAL, INC.
		
	By		 
			Name:
			Title:
	
	TECHALLOY, INC.
		
	By		 
			Name:
			Title:
	
	WAYNE TRAIL TECHNOLOGIES, INC.
		
	By		 
			Name:
			Title:



  
 1(c)-3 








 [FORM OF SERIES D NOTE] 

LINCOLN ELECTRIC HOLDINGS, INC. 

THE LINCOLN ELECTRIC COMPANY 

LINCOLN ELECTRIC INTERNATIONAL HOLDING COMPANY 

J.W. HARRIS CO., INC. 

LINCOLN GLOBAL, INC. 

TECHALLOY, INC. 

WAYNE TRAIL TECHNOLOGIES, INC. 

4.02% SENIOR NOTE, SERIES D, DUE APRIL 1, 2045 

 

			
	No. [            ]		[Date]
	$[            ]		PPN[                    ]

 FOR VALUE RECEIVED, the undersigned, Lincoln Electric
Holdings, Inc., a corporation organized and existing under the laws of the State of Ohio (herein called the “Company”), The Lincoln Electric Company, an Ohio corporation (“Lincoln”), Lincoln Electric
International Holding Company, a Delaware corporation (“International”), J.W. Harris Co., Inc., an Ohio corporation (“Harris”), Lincoln Global, Inc., a Delaware corporation (“Global”), Techalloy,
Inc., a Delaware corporation (“Techalloy”), Wayne Trail Technologies, Inc., an Ohio corporation (“Wayne” and with the Company, Lincoln, International, Harris, Global and Techalloy, each an “Obligor”
and, collectively, the “Obligors”), jointly and severally hereby promise to pay to [                    ], or registered
assigns, the principal sum of [                    ] DOLLARS (or so much thereof as shall not have been prepaid) on
April 1, 2045 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
hereof at the rate of 4.02% per annum from the date hereof, payable semiannually, on the 1st day of April and October in each year, commencing with the April 1 or October 1 next succeeding the date hereof, and on the Maturity Date,
until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any
overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 6.02% or (ii) 2.0% over the rate of interest publicly announced by Bank of America, N.A.
from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be
made in lawful money of the United States of America at Bank of America, N.A. in New York, New York or at such other place as the Obligors shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below. 
 This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note
Purchase Agreement, dated as of April 1, 2015 (as from time to time amended, the “Note Purchase Agreement”), between the Obligors and the respective Purchasers named 

  

SCHEDULE 1(d) 
 (to
Note Purchase Agreement) 








 
therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Note Purchase Agreement. 
 This Note is a registered Note and, as provided in the Note Purchase Agreement,
upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment
and for all other purposes, and the Obligors will not be affected by any notice to the contrary. 
 The Obligors will make any required
prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 

This Note shall be construed and enforced in accordance with, and the rights of the Obligors and the holder of this Note shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other
than such State. 
  

			
	LINCOLN ELECTRIC HOLDINGS, INC.
		
	By		 
			Name:
			Title:



  
 1(d)-2 








 
			
	THE LINCOLN ELECTRIC COMPANY
		
	By		 
			Name:
			Title:
	
	 LINCOLN ELECTRIC INTERNATIONAL HOLDING
COMPANY

		
	By		 
			Name:
			Title:
	
	J.W. HARRIS CO., INC.
		
	By		 
			Name:
			Title:
	
	LINCOLN GLOBAL, INC.
		
	By		 
			Name:
			Title:
	
	TECHALLOY, INC.
		
	By		 
			Name:
			Title:
	
	WAYNE TRAIL TECHNOLOGIES, INC.
		
	By		 
			Name:
			Title:



  
 1(d)-3 








 FORM OF OPINION OF
SPECIAL COUNSEL 
 TO THE COMPANY 

Matters To Be Covered in Opinion of Special Counsel to the Company 

1. Each of the Company and its Subsidiaries being duly incorporated, validly existing and in good standing and having requisite corporate
power and authority to issue and sell the Notes and to execute and deliver the documents. 
 2. Each of the Company and its Significant
Subsidiaries being duly qualified and in good standing as a foreign corporation in appropriate jurisdictions. 
 3. Due authorization and
execution of the documents and such documents being legal, valid, binding and enforceable. 
 4. No conflicts with charter documents, laws
or other agreements. 
 5. All consents required to issue and sell the Notes and to execute and deliver the documents having been obtained.

 6. No litigation questioning validity of documents. 

7. The Notes not requiring registration under the Securities Act of 1933, as amended; no need to qualify an indenture under the Trust
Indenture Act of 1939, as amended. 
 8. No violation of Regulations T, U or X of the Federal Reserve Board. 

9. Company not an “investment company”, or a company “controlled” by an “investment company”, under the
Investment Company Act of 1940, as amended. 

  

SCHEDULE 4.4(a) 
 (to
Note Purchase Agreement) 








 FORM OF OPINION OF
SPECIAL COUNSEL 
 TO THE PURCHASERS 

To be provided to the Purchasers only. 

  

SCHEDULE 4.4(b) 
 (to
Note Purchase Agreement) 








 DISCLOSURE MATERIALS 

 

	•	 	Lincoln Electric Holdings, Inc. Covenant Calculation — $400mm Revolving Credit, September 30, 2014. 

  

	•	 	Lincoln Electric Q&A — 2-12-15. 

  

	•	 	Lincoln Electric Q&A — 2-13-15. 


  

SCHEDULE 5.3 
 (to
Note Purchase Agreement) 








 SUBSIDIARIES OF THE COMPANY
AND OWNERSHIP OF SUBSIDIARY STOCK 
  

									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	A. B. Arriendos S.A.	 	Santiago	 	Inversiones Libertad S.A.	 	Nominative Shares	 	0.010000
					
	A. B. Arriendos S.A.	 	Santiago	 	Inversiones LyL S.A.	 	Nominative Shares	 	99.980000
					
	A. B. Arriendos S.A.	 	Santiago	 	Lincoln Electric Holdings, Inc.	 	Nominative Shares	 	0.010000
					
	Arc Products, Inc.	 	Delaware	 	Lincoln Electric Holdings, Inc.	 	Common Shares	 	100.000000
					
	Burlington Automation Corporation	 	Ontario	 	1333712 Ontario Inc.	 	Class A Common Shares	 	22.500000
					
	Burlington Automation Corporation	 	Ontario	 	1856292 Ontario Inc.	 	Class A Common Shares	 	7.500000
					
	Burlington Automation Corporation	 	Ontario	 	1856292 Ontario Inc.	 	Class B Common Shares	 	30.000000
					
	Burlington Automation Corporation	 	Ontario	 	Lincoln Canada Holdings ULC	 	Class A Common Shares	 	70.000000
					
	Burlington Automation Corporation	 	Ontario	 	Lincoln Canada Holdings ULC	 	Class B Common Shares	 	70.000000
					
	Data Driven Robotics Inc.	 	Ontario	 	1333712 Ontario Inc.	 	Class A Common Shares	 	15.000000
					
	Data Driven Robotics Inc.	 	Ontario	 	1856292 Ontario Inc.	 	Class A Common Shares	 	5.000000
					
	Data Driven Robotics Inc.	 	Ontario	 	1856292 Ontario Inc.	 	Class B Common Shares	 	15.000000
					
	Data Driven Robotics Inc.	 	Ontario	 	Abtron Automation Inc.	 	Class A Common Shares	 	5.000000
					
	Data Driven Robotics Inc.	 	Ontario	 	Abtron Automation Inc.	 	Class B Common Shares	 	15.000000
					
	Data Driven Robotics Inc.	 	Ontario	 	Lincoln Canada Holdings ULC	 	Class A Common Shares	 	70.000000
					
	Data Driven Robotics Inc.	 	Ontario	 	Lincoln Canada Holdings ULC	 	Class B Common Shares	 	70.000000
					
	Data Driven Robotics Inc.	 	Ontario	 	Muscat-Tyler, Robin	 	Class A Common Shares	 	5.000000
					
	Easom Automation Systems, Inc.	 	Delaware	 	Lincoln Electric Holdings, Inc.	 	Common Stock	 	100.000000
					
	Electro-Arco, S.A.	 	Portugal	 	Lincoln Electric Novo Holdings LLC	 	Shares	 	100.000000


  

SCHEDULE 5.4 
 (to
Note Purchase Agreement) 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	Harris Calorific GmbH	 	Heimertingen	 	Lincoln Europe Holdings GmbH	 	Shares	 	100.000000
					
	Harris Calorific International Sp. z o.o.	 	Poland	 	Lincoln Electric Luxembourg S.àr.l.	 	Shares	 	100.000000
					
	Harris Calorific Limited	 	Ireland	 	Lincoln Electric Luxembourg S.àr.l.	 	Ordinary Shares	 	100.000000
					
	Harris Calorific S.r.l.	 	Bologna	 	Lincoln Electric Italia S.r.l.	 	Quotas	 	100.000000
					
	Harris Euro, S.L.	 	Spain	 	Harris-Euro Corp.	 	Percentage Ownership Interest	 	100.000000
					
	Harris Soldas Especiais S.A.	 	Brazil	 	Lincoln Electric International Holding Company	 	Common Shares	 	0.009327
					
	Harris Soldas Especiais S.A.	 	Brazil	 	Lincoln Electric Luxembourg S.àr.l.	 	Common Shares	 	99.990673
					
	Harris-Euro Corp.	 	Ohio	 	Lincoln Electric Holdings, Inc.	 	Common Shares	 	100.000000
					
	Inversiones LyL S.A.	 	Santiago	 	Cabala, Eduardo Bizama	 	Nominative Shares	 	50.000000
					
	Inversiones LyL S.A.	 	Santiago	 	Lincoln Electric International Holding Company	 	Nominative Shares	 	50.000000
					
	J. W. Harris Co., Inc.	 	Ohio	 	Lincoln Electric Holdings, Inc.	 	Class A Common Shares	 	100.000000
					
	J. W. Harris Co., Inc.	 	Ohio	 	Lincoln Electric Holdings, Inc.	 	Class B Common Shares	 	100.000000
					
	J. W. Harris International LLC	 	Ohio	 	J. W. Harris Co., Inc.	 	Percentage Ownership Interest	 	100.000000
					
	Jinzhou Zheng Tai Welding and Metal Co., Ltd.	 	Jinzhou City, Liaoning Province	 	Tenwell Development Pte. Ltd.	 	Percentage Ownership Interest	 	100.000000
					
	Kaliburn, Inc.	 	South Carolina	 	Lincoln Electric Holdings, Inc.	 	Shares	 	100.000000
					
	Kaynak Teknigi Sanayi ve Ticaret A.S.	 	Turkey	 	Eczacibasi Holding AS	 	Class B	 	67.988106
					
	Kaynak Teknigi Sanayi ve Ticaret A.S.	 	Turkey	 	Eczacibasi Yatrim Holding Ortakligi AS	 	Class B	 	32.011894


  
 5.4-2 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	Kaynak Teknigi Sanayi ve Ticaret A.S.	 	Turkey	 	Lincoln Electric France S.A.S.	 	Class A	 	100.000000
					
	Kaynak Teknigi Sanayi ve Ticaret A.S.	 	Turkey	 	Other Shareholders	 	Class C	 	100.000000
					
	LE Torreon BCS, S. de R.L. de C.V.	 	Monterrey, Nuevo Leon	 	Lincoln Electric Manufactura, S.A. de C.V.	 	Percentage Ownership Interest	 	99.970000
					
	LE Torreon BCS, S. de R.L. de C.V.	 	Monterrey, Nuevo Leon	 	Lincoln Electric Maquinas, S. de R.L. de C.V.	 	Percentage Ownership Interest	 	0.030000
					
	LE Torreon WCS, S. de R.L. de C.V.	 	Monterrey, Nuevo Leon	 	Lincoln Electric Manufactura, S.A. de C.V.	 	Percentage Ownership Interest	 	99.970000
					
	LE Torreon WCS, S. de R.L. de C.V.	 	Monterrey, Nuevo Leon	 	Lincoln Electric Maquinas, S. de R.L. de C.V.	 	Percentage Ownership Interest	 	0.030000
					
	Lincoln Canada Finance ULC	 	Alberta	 	Lincoln Canada Holdings ULC	 	Common Shares	 	100.000000
					
	Lincoln Canada Holdings 3 ULC	 	Nova Scotia	 	Lincoln Canada Holdings ULC	 	Common Shares	 	100.000000
					
	Lincoln Canada Holdings ULC	 	Nova Scotia	 	Lincoln Electric Holdings S.a.r.l.	 	Common Shares	 	100.000000
					
	Lincoln Canada International Holdings LP	 	Ontario	 	Lincoln Canada Holdings 3 ULC	 	Percentage Ownership Interest	 	99.004000
					
	Lincoln Canada International Holdings LP	 	Ontario	 	Lincoln Electric Company of Canada GP Limited	 	Percentage Ownership Interest	 	0.996000
					
	Lincoln Electric (Jinzhou) Welding Materials Co., Ltd.	 	Jinzhou City, Liaoning Province	 	Tenwell Development Pte. Ltd.	 	Percentage Ownership Interest	 	100.000000
					
	Lincoln Electric (Tangshan) Welding Materials Co., Ltd.	 	Tangshan	 	Tenwell Development Pte. Ltd.	 	Percentage Ownership Interest	 	100.000000
					
	Lincoln Electric (U.K.) Ltd.	 	England	 	Lincoln Electric UK Holdings Limited	 	Ordinary Shares	 	100.000000
					
	Lincoln Electric (U.K.) Ltd.	 	England	 	Lincoln Electric UK Holdings Limited	 	Redeemable Preference Shares	 	100.000000


  
 5.4-3 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	Lincoln Electric Bester Sp. Zo.o.	 	Poland	 	Lincoln Electric Luxembourg S.àr.l.	 	Percentage Ownership Interest	 	100.000000
					
	Lincoln Electric Company (India) Private Limited	 	India	 	Lincoln Electric Cyprus Holdings LLC	 	Shares	 	0.055986
					
	Lincoln Electric Company (India) Private Limited	 	India	 	Lincoln Electric Cyprus Limited	 	Shares	 	99.944014
					
	Lincoln Electric Company of Canada GP Limited	 	Ontario	 	Lincoln Canada Holdings 3 ULC	 	Common Shares	 	100.000000
					
	Lincoln Electric Company of Canada LP	 	Ontario	 	Lincoln Canada International Holdings LP	 	Percentage Ownership Interest	 	99.999000
					
	Lincoln Electric Company of Canada LP	 	Ontario	 	Lincoln Electric Company of Canada GP Limited	 	Percentage Ownership Interest	 	0.001000
					
	Lincoln Electric Cutting Systems, Inc.	 	Delaware	 	Lincoln Electric Holdings, Inc.	 	Common Shares	 	100.000000
					
	Lincoln Electric Cyprus Holdings LLC	 	Delaware	 	Lincoln Electric Cyprus Limited	 	Common Shares	 	100.000000
					
	Lincoln Electric Cyprus Limited	 	Nicosia	 	Lincoln Electric International Holding Company	 	Ordinary Shares	 	100.000000
					
	Lincoln Electric do Brasil Indústria e Comércio Ltda.	 	São Paulo	 	Lincoln Canada International Holdings LP	 	Quotas	 	62.359043
					
	Lincoln Electric do Brasil Indústria e Comércio Ltda.	 	São Paulo	 	Lincoln Electric Luxembourg S.àr.l.	 	Quotas	 	37.640957
					
	Lincoln Electric Dutch Holdings B.V.	 	The Netherlands	 	Lincoln Electric International Holding Company	 	Shares	 	100.000000
					
	Lincoln Electric Europe B.V.	 	Nijmegen	 	Lincoln Electric Dutch Holdings B.V.	 	Shares	 	100.000000
					
	Lincoln Electric Europe, S.L.	 	Barcelona	 	Lincoln Electric Iberia, S.L.	 	Shares	 	100.000000


  
 5.4-4 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	Lincoln Electric Finance LP	 	Cardiff	 	Lincoln Electric Luxembourg S.àr.l.	 	Percentage Ownership Interest	 	99.000000
					
	Lincoln Electric Finance LP	 	Cardiff	 	Lincoln Maquinas Holdings LLC	 	Percentage Ownership Interest	 	1.000000
					
	Lincoln Electric France S.A.S.	 	Rouen	 	Lincoln Electric Europe B.V.	 	Shares	 	100.000000
					
	Lincoln Electric Henan Investment Holdings LLC	 	Delaware	 	Lincoln Electric International Holding Company	 	Common Shares	 	100.000000
					
	Lincoln Electric Holdings S.a.r.l.	 	Grand-Duchy of Luxembourg	 	Lincoln Electric North America, Inc.	 	Common Shares	 	100.000000
					
	Lincoln Electric Iberia, S.L.	 	Spain	 	Lincoln Electric Europe B.V.	 	Class A	 	12.990194
					
	Lincoln Electric Iberia, S.L.	 	Spain	 	Lincoln Electric International Holding Company	 	Class A	 	87.009806
					
	Lincoln Electric Iberia, S.L.	 	Spain	 	Lincoln Electric International Holding Company	 	Class B	 	100.000000
					
	Lincoln Electric International Holding Company	 	Delaware	 	Lincoln Electric Holdings, Inc.	 	Common Stock	 	100.000000
					
	Lincoln Electric Italia S.r.l.	 	Genoa	 	Lincoln Electric Luxembourg S.àr.l.	 	Quotas	 	100.000000
					
	Lincoln Electric Japan K.K.	 	Japan	 	Lincoln Electric International Holding Company	 	Common Shares	 	100.000000
					
	Lincoln Electric Luxembourg Holdings S.a.r.l.	 	Grand-Duchy of Luxembourg	 	Lincoln Electric Holdings S.a.r.l.	 	Ordinary Shares	 	90.000000
					
	Lincoln Electric Luxembourg Holdings S.a.r.l.	 	Grand-Duchy of Luxembourg	 	Lincoln Electric North America, Inc.	 	Preferred Stock	 	10.000000
					
	Lincoln Electric Luxembourg S.àr.l.	 	Grand-Duchy of Luxembourg	 	Lincoln Electric France S.A.S.	 	Ordinary Shares	 	0.120000


  
 5.4-5 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	Lincoln Electric Luxembourg S.àr.l.	 	Grand-Duchy of Luxembourg	 	Lincoln Electric Luxembourg Holdings S.a.r.l.	 	Class B shares	 	99.880000
					
	Lincoln Electric Management (Shanghai) CO., Ltd.	 	Shanghai	 	The Lincoln Electric Company (Asia Pacific) Pte. Ltd.	 	Percentage Ownership Interest	 	100.000000
					
	Lincoln Electric Manufactura, S.A. de C.V.	 	Mexico	 	Lincoln Electric International Holding Company	 	Series B Fixed Capital	 	0.004000
					
	Lincoln Electric Manufactura, S.A. de C.V.	 	Mexico	 	Lincoln Mexico Holdings LLC	 	Series B Fixed Capital	 	99.992000
					
	Lincoln Electric Manufactura, S.A. de C.V.	 	Mexico	 	Lincoln Mexico Holdings LLC	 	Series B-1 Variable Capital	 	100.000000
					
	Lincoln Electric Manufactura, S.A. de C.V.	 	Mexico	 	The Lincoln Electric Company	 	Series B Fixed Capital	 	0.004000
					
	Lincoln Electric Maquinas, S. de R.L. de C.V.	 	Mexico City	 	Lincoln Electric Luxembourg S.àr.l.	 	Percentage Ownership Interest	 	99.989300
					
	Lincoln Electric Maquinas, S. de R.L. de C.V.	 	Mexico City	 	Lincoln Maquinas Holdings LLC	 	Percentage Ownership Interest	 	0.000080
					
	Lincoln Electric Mexicana, S.A. de C.V.	 	Mexico City	 	Lincoln Mexico Holdings LLC	 	Series B Fixed Capital	 	99.999800
					
	Lincoln Electric Mexicana, S.A. de C.V.	 	Mexico City	 	Lincoln Mexico Holdings LLC	 	Series B-1 Variable Capital	 	100.000000
					
	Lincoln Electric Mexicana, S.A. de C.V.	 	Mexico City	 	The Lincoln Electric Company	 	Series B Fixed Capital	 	0.000200
					
	Lincoln Electric Middle East FZE	 	Dubai, UAE	 	Lincoln Electric Europe B.V.	 	Common Shares	 	100.000000
					
	Lincoln Electric North America, Inc.	 	Delaware	 	Lincoln Electric International Holding Company	 	Common Stock	 	100.000000
					
	Lincoln Electric Novo Holdings LLC	 	Delaware	 	Lincoln Electric Europe B.V.	 	Common Shares	 	100.000000


  
 5.4-6 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	Lincoln Electric S.A.	 	Buenos Aires	 	Lincoln Electric International Holding Company	 	Shares	 	68.816275
					
	Lincoln Electric S.A.	 	Buenos Aires	 	The Lincoln Electric Company	 	Shares	 	31.183725
					
	Lincoln Electric UK Holdings Limited	 	England and Wales	 	Lincoln Electric Luxembourg S.àr.l.	 	Ordinary Shares	 	100.000000
					
	Lincoln Electric Venezuela, C.A.	 	Caracas	 	Lincoln Electric International Holding Company	 	Common Shares	 	100.000000
					
	Lincoln Europe Holdings GmbH	 	Germany	 	Lincoln Electric Iberia, S.L.	 	Percentage Ownership Interest	 	100.000000
					
	Lincoln Global Holdings LLC	 	Delaware	 	Lincoln Electric North America, Inc.	 	Common Shares	 	100.000000
					
	Lincoln Global, Inc.	 	Delaware	 	Lincoln Global Holdings LLC	 	Common Shares	 	100.000000
					
	Lincoln Luxembourg Holdings S.a r.l.	 	Luxembourg	 	Lincoln Electric Luxembourg S.àr.l.	 	Ordinary Shares	 	100.000000
					
	Lincoln Maquinas Holdings LLC	 	Delaware	 	Lincoln Electric Luxembourg S.àr.l.	 	Common Shares	 	100.000000
					
	Lincoln Mexico Holdings LLC	 	Delaware	 	Lincoln Luxembourg Holdings S.a r.l.	 	Common Shares	 	100.000000
					
	Lincoln Nanjing Holdings LLC	 	Delaware	 	Lincoln Electric International Holding Company	 	Common Shares	 	100.000000
					
	Lincoln Singapore Holdings LLC	 	Delaware	 	Lincoln Canada International Holdings LP	 	Common Shares	 	100.000000
					
	Lincoln Smitweld B.V.	 	The Netherlands	 	Lincoln Electric Europe B.V.	 	Common Shares	 	100.000000
					
	Lincoln Soldaduras de Colombia Ltda.	 	Colombia	 	Lincoln Electric Holdings, Inc.	 	Percentage Ownership Interest	 	5.000000
					
	Lincoln Soldaduras de Colombia Ltda.	 	Colombia	 	Lincoln Electric International Holding Company	 	Percentage Ownership Interest	 	95.000000
					
	Lincoln Soldaduras de Venezuela, C.A.	 	Caracas	 	Lincoln Electric Dutch Holdings B.V.	 	Capital Stock	 	100.000000


  
 5.4-7 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	Metrode Products Limited	 	England and Wales	 	Lincoln Electric UK Holdings Limited	 	Ordinary Shares	 	100.000000
					
	Mezhgosmetiz — Mtsensk (MGM)	 	Russian Federation	 	MGM Holdings	 	Percentage Ownership Interest	 	0.000100
					
	Mezhgosmetiz — Mtsensk (MGM)	 	Russian Federation	 	Torgovyi Dom “Mezhgosmetiz” (TD-MGM)	 	Percentage Ownership Interest	 	99.999900
					
	MGM Holdings	 	Russian Federation	 	Lincoln Electric Dutch Holdings B.V.	 	Common Shares	 	99.500000
					
	MGM Holdings	 	Russian Federation	 	Lincoln Electric International Holding Company	 	Common Shares	 	0.500000
					
	Nanjing Xue Song Welding Material Sales Co., Ltd.	 	People’s Republic Of China	 	The Nanjing Lincoln Electric Co., Ltd.	 	Percentage Ownership Interest	 	100.000000
					
	OOO “Severstal-metiz: welding consumables”	 	Russian Federation	 	SSM RP Holding B.V.	 	Percentage Ownership Interest	 	100.000000
					
	PT Lincoln Electric Indonesia	 	Indonesia	 	Abidin, Suryadi	 	Class A shares	 	5.000000
					
	PT Lincoln Electric Indonesia	 	Indonesia	 	Abidin, Suryadi	 	Class B shares	 	5.000000
					
	PT Lincoln Electric Indonesia	 	Indonesia	 	Sin Soon Huat Ltd.	 	Class A shares	 	25.000000
					
	PT Lincoln Electric Indonesia	 	Indonesia	 	Surya Sarana Hidup Pte. Ltd.	 	Class A shares	 	10.000000
					
	PT Lincoln Electric Indonesia	 	Indonesia	 	The Lincoln Electric Company (Asia Pacific) Pte. Ltd.	 	Class A shares	 	60.000000
					
	PT Lincoln Electric Indonesia	 	Indonesia	 	The Lincoln Electric Company (Asia Pacific) Pte. Ltd.	 	Class B shares	 	95.000000
					
	PT Lincoln Electric Indonesia	 	Indonesia	 	The Lincoln Electric Company (Asia Pacific) Pte. Ltd.	 	Class C	 	100.000000
					
	PT Lincoln Indoweld	 	Indonesia	 	Lincoln Electric International Holding Company	 	Percentage Ownership Interest	 	99.000000


  
 5.4-8 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	PT Lincoln Indoweld	 	Indonesia	 	Lincoln Electric North America, Inc.	 	Percentage Ownership Interest	 	1.000000
					
	PythonX Automation Inc.	 	Nevada	 	Burlington Automation Corporation	 	Common Shares	 	100.000000
					
	Robolution GmbH	 	Hesse	 	Lincoln Europe Holdings GmbH	 	Shares	 	100.000000
					
	Smart Force, LLC	 	Delaware	 	J. W. Harris Co., Inc.	 	Percentage Ownership Interest	 	100.000000
					
	SSM RP Holding B.V.	 	The Netherlands	 	Lincoln Electric Dutch Holdings B.V.	 	Common Shares	 	99.996364
					
	SSM RP Holding B.V.	 	The Netherlands	 	Lincoln Electric International Holding Company	 	Common Shares	 	0.003636
					
	SYS Robot	 	Turkey	 	Kaynak Teknigi Sanayi ve Ticaret A.S.	 	Shares	 	100.000000
					
	Techalloy, Inc.	 	Delaware	 	Lincoln Electric Holdings, Inc.	 	Common Shares	 	100.000000
					
	Tennessee Rand, Inc.	 	Tennessee	 	Lincoln Electric Holdings, Inc.	 	Shares	 	100.000000
					
	Tenwell Development Pte. Ltd.	 	Singapore	 	Lincoln Electric Luxembourg S.àr.l.	 	Ordinary Shares	 	100.000000
					
	The Lincoln Electric Company	 	Ohio	 	Lincoln Electric Holdings, Inc.	 	Common Stock	 	100.000000
					
	The Lincoln Electric Company (Asia Pacific) Pte. Ltd.	 	Singapore	 	Lincoln Singapore Holdings LLC	 	Ordinary Shares	 	100.000000
					
	The Lincoln Electric Company (Australia) Proprietary Limited	 	New South Wales	 	Lincoln Electric International Holding Company	 	Shares	 	100.000000
					
	The Lincoln Electric Company (New Zealand) Limited	 	New Zealand	 	Hyde, Stuart D.	 	Shares	 	0.100000
					
	The Lincoln Electric Company (New Zealand) Limited	 	New Zealand	 	The Lincoln Electric Company (Australia) Proprietary Limited	 	Shares	 	99.900000


  
 5.4-9 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	The Lincoln Electric Company of South Africa (Pty) Ltd	 	South Africa	 	Lincoln Electric International Holding Company	 	Ordinary Shares	 	1.000000
					
	The Lincoln Electric Company of South Africa (Pty) Ltd	 	South Africa	 	The Lincoln Electric Company	 	Ordinary Shares	 	99.000000
					
	The Lincoln Electric Heli (Zhengzhou) Welding Materials Company Ltd.	 	People’s Republic Of China	 	Lincoln Electric Henan Investment Holdings LLC	 	Percentage Ownership Interest	 	68.160000
					
	The Lincoln Electric Heli (Zhengzhou) Welding Materials Company Ltd.	 	People’s Republic Of China	 	Lincoln Electric Management (Shanghai) CO., Ltd.	 	Percentage Ownership Interest	 	25.170000
					
	The Lincoln Electric Heli (Zhengzhou) Welding Materials Company Ltd.	 	People’s Republic Of China	 	Zhengzhou Heli Welding Materials Co., Ltd.	 	Percentage Ownership Interest	 	6.670000
					
	The Nanjing Lincoln Electric Co., Ltd.	 	Nanjing	 	Lincoln Nanjing Holdings LLC	 	Percentage Ownership Interest	 	100.000000
					
	The Shanghai Lincoln Electric Co., Ltd.	 	Baoshan Province	 	Tenwell Development Pte. Ltd.	 	Percentage Ownership Interest	 	7.500000
					
	The Shanghai Lincoln Electric Co., Ltd.	 	Baoshan Province	 	The Lincoln Electric Company (Asia Pacific) Pte. Ltd.	 	Percentage Ownership Interest	 	92.500000
					
	Torgovyi Dom “Mezhgosmetiz” (TD-MGM)	 	Russian Federation	 	MGM Holdings	 	Percentage Ownership Interest	 	100.000000
					
	Uhrhan & Schwill Schweisstechnik GmbH	 	Essen, Germany	 	Lincoln Electric Europe B.V.	 	Percentage Ownership Interest	 	6.000000
					
	Uhrhan & Schwill Schweisstechnik GmbH	 	Essen, Germany	 	Lincoln Europe Holdings GmbH	 	Percentage Ownership Interest	 	94.000000
					
	Wayne Trail Technologies, Inc.	 	Ohio	 	Lincoln Electric Holdings, Inc.	 	Class A	 	100.000000
					
	Wayne Trail Technologies, Inc.	 	Ohio	 	Lincoln Electric Holdings, Inc.	 	Class B	 	100.000000


  
 5.4-10 









									
	 Subsidiary
	 	 Jurisdiction of Organization
	 	 Owner Name
	 	 Type of Interest Owned
	 	 Percent Owned

					
	Weartech International Limited	 	United Kingdom	 	Weartech International, Inc.	 	Percentage Ownership Interest	 	100.000000
					
	Weartech International, Inc.	 	California	 	Lincoln Electric North America, Inc.	 	Common Shares	 	100.000000
					
	Welding, Cutting, Tools & Accessories, LLC	 	Delaware	 	J. W. Harris Co., Inc.	 	Percentage Ownership Interest	 	100.000000


  
 5.4-11 








 FINANCIAL STATEMENTS 

 

	•	 	Lincoln Electric Holdings, Inc. Form 10-K for fiscal years ended December 31, 2009, December 31, 2010, December 31, 2011, December 31, 2012 and December 31, 2013. 


 

	•	 	Lincoln Electric Holdings, Inc. Form 10-Q for the quarterly period ended September 30, 2014. 


  

SCHEDULE 5.5 
 (to
Note Purchase Agreement) 








 EXISTING INDEBTEDNESS 

 

													
	 Lincoln Soldaduras de Venezuela,
C.A.
	 
	 Bank
	  	Bolivar Amount	 	  	FX
Rate	 	  	USD Amount	 
	 Banco Provincial S.A., Banco Universal
	  	 	81,250,000.00	  	  	 	12.00	  	  	 	6,770,833.33	  
	 Banco Mercantil, C.A., Banco Universal
	  	 	61,500,000.00	  	  	 	12.00	  	  	 	5,125,000.00	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
		 	142,750,000.00	  						 	11,895,833.33	  
		  	  
	  
	 	  				  	  
	  
	 

  

					
	 The Lincoln Electric Company
	 
	 Amended and Restated Credit Agreement, dated as of July 26, 2012, by and among the Company, the Subsidiaries of the Company party
thereto, KeyBank National Association, as administrative agent, and the lenders party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time)
	  	 	130,000,000.00	  
		  	  
	  
	 
	 Total
		 	130,000,000.00	  
		  	  
	  
	 


  

SCHEDULE 5.15 
 (to
Note Purchase Agreement) 








 FORM OF JOINDER AGREEMENT
AND AFFIRMATION 
 JOINDER AGREEMENT AND
AFFIRMATION 
 This Joinder Agreement and Affirmation (this “Joinder Agreement”), dated as of
[                    ], is executed and delivered by
[                    ], a [describe type of entity] (the “Additional Obligor”), pursuant to Section 9.7 of that certain
Note Purchase Agreement, dated as of April 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and among (a) Lincoln Electric Holdings, Inc., an Ohio
corporation (the “Company”), The Lincoln Electric Company, an Ohio corporation (“Lincoln”), Lincoln Electric International Holding Company, a Delaware corporation (“International”), J.W. Harris Co.,
Inc., an Ohio corporation (“Harris”), Lincoln Global, Inc., a Delaware corporation (“Global”), Techalloy, Inc., a Delaware corporation (“Techalloy”), and Wayne Trail Technologies, Inc., an Ohio
corporation (“Wayne” and with the Company, Lincoln, International, Harris, Global and Techalloy, each an “Obligor” and, collectively, the “Obligors”), (b) each additional Subsidiary of the
Company from time to time party thereto, and (c) each of the institutional investors from time to time party thereto. All capitalized terms used in this Joinder Agreement and not otherwise defined herein shall have the same meanings herein as
in the Note Purchase Agreement. 
 SECTION 1. JOINDER TO NOTE PURCHASE
AGREEMENT; AFFIRMATION. 
 (a) Joinder. The Additional Obligor hereby acknowledges that it has received
and reviewed a copy of the Note Purchase Agreement, the Notes and each of the other documents executed in connection therewith. The Additional Obligor hereby agrees to become an Obligor in respect of the obligations as set forth in the Note Purchase
Agreement and the Notes and, by executing and delivering this Joinder Agreement, does hereby join and become a party to the Note Purchase Agreement as an Obligor, assuming all of the obligations and liabilities of an Obligor thereunder. The
Additional Obligor hereby further agrees to comply with, and be bound by, all of the terms and conditions of the Note Purchase Agreement in all respects as an original Obligor thereunder, as if such Additional Obligor was an original signatory
thereto, assuming all obligations and liabilities arising or incurred under the Note Purchase Agreement and the Notes on and after the Closing. The Additional Obligor hereby further acknowledges that such terms and conditions include, without
limitation, joint and several liability with regard to all obligations under the Note Purchase Agreement and the Notes. 
 (b)
Affirmation. The Obligors and the Additional Obligor each hereby ratifies and confirms all of its obligations to the holders, and the Obligors and the Additional Obligor each hereby affirms its absolute and unconditional promise to pay to the
holders all amounts due or to become due and payable to the holders under the Note Purchase Agreement and the Notes. 

  

SCHEDULE 9.7 
 (to
Note Purchase Agreement) 








 (c) Effectiveness. This Joinder Agreement shall not become effective until, and shall
become effective when, each and every one of the following conditions shall have been satisfied: 
 (i) executed counterparts
of this Joinder Agreement, duly executed by the Additional Obligors and agreed and consented to by the Obligors, shall have been delivered to the holders (or counsel to the holders); 

(ii) the representations and warranties of the Additional Obligors set forth in Section 2 hereof are true and correct on
and with respect to the date hereof; 
 (iii) the Additional Obligor shall have delivered an executed allonge to each of the
Notes, which allonge shall add the Additional Obligor as a maker of the Notes, each in form and substance satisfactory to the Required Holders; and 

(iv) the holders shall have received from the Additional Obligor (x) a certificate as to the good standing of such
Additional Obligor from the Secretary of State or other appropriate official of the state of its incorporation or organization, dated as of a recent date; (y) a certificate signed by an authorized responsible officer of such Additional Obligor
containing representations and warranties on behalf of such Additional Obligor to the same effect, mutatis mutandis, as those contained in Section 5 of the Note Purchase Agreement (but with respect to such Additional Obligor); and
(z) an opinion of counsel (which may be from internal counsel) reasonably satisfactory to the Required Holders covering such matters relating to such Additional Obligor and this Joinder Agreement as reasonably requested by the Required Holders.

 [Add any other provision agreed to by the parties.] 

SECTION 2. REPRESENTATIONS AND WARRANTIES. 

The Additional Obligor hereby represents and warrants that as of the date hereof and as of the date of execution and delivery of this Joinder
Agreement that: 
 (a) this Joinder Agreement has been duly authorized by all necessary entity action on the part of the
Additional Obligor and has been executed and delivered by the Additional Obligor, and this Joinder Agreement constitutes the legal, valid and binding obligation of the Additional Obligor enforceable against the Additional Obligor in accordance with
its terms, except as such enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); 

(b) the execution, delivery and performance by the Additional Obligor of this Joinder Agreement will not (i) contravene,
result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Additional Obligor or any of its Subsidiaries under, (A) any indenture, mortgage, deed of trust, loan, purchase or
credit agreement, lease, corporate charter or by-laws, shareholders agreement or (B) any other agreement or instrument evidencing Indebtedness to which the Additional Obligor or any of its Subsidiaries is bound or by which the Obligor or any of
its Subsidiaries or any of their respective properties may be bound or affected, (ii) conflict with or result in breach of any of the terms, conditions or provisions of any 

  
 9.7-2 








 
order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Additional Obligor or any of its Subsidiaries or (iii) violate any provision of any
statute or other rule or regulation of any Governmental Authority applicable to the Additional Obligor or any of its Subsidiaries; and 

(c) no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is
required in connection with the execution, delivery or performance by the Additional Obligor of this Joinder Agreement. 
 SECTION 3.
GOVERNING LAW. 
 THIS JOINDER AGREEMENT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW
YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE
THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE. 
 SECTION 4. MISCELLANEOUS. 

The Note Purchase Agreement and the Notes and all documents, instruments and agreements related thereto are hereby ratified and confirmed by
each of the Obligors and the Additional Obligor in all respects and shall continue in full force and effect. The undersigned agrees that this Joinder Agreement shall be deemed to be, and is hereby made a part of, the Note Purchase Agreement and the
Notes as if set forth therein in full. This Joinder Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same instrument 
 IN WITNESS
WHEREOF, each the undersigned have caused this Joinder Agreement to be duly executed as of the date first written above. 

[SIGNATURES] 

  
 9.7-3 








 EXISTING LIENS 

 

									
	 Entity
	  	 Obligation Amount
	  	 Obligation Description
	  	 Property Subject to Lien
	  	 Holder of Lien

					
	The Nanjing Lincoln Electric Co. Ltd.	  	$1,299,373	  	Defined benefit pension plan obligation	  	Commercial Building	  	Nanjing Industrial Group
					
	The Lincoln Electric Company	  	$1,550,000	  	Forgivable loans from Cuyahoga County	  	Building	  	Cuyahoga County
					
	Lincoln Electric do Brasil Industria e Comercio Ltda.	  	$1,496,552	  	Guarantee for disputed VAT tax	  	Accounts Receivable	  	Banco Itau Unibanco
					
	Lincoln Electric do Brasil Industria e Comercio Ltda.	  	$60,960	  	Guarantee for payment of electricity invoices	  	Accounts Receivable	  	Banco Itau Unibanco
					
	Electro-Arco, SA	  	$95,503	  	Capital lease of warehouse space	  	Warehouse	  	Caixa Leasing
					
	Electro-Arco, SA	  	$29,203	  	Capital lease of computers	  	Computers	  	SFLAG
					
	Lincoln Electric (UK) Limited	  	$29,137	  	Capital lease of forklift	  	Forklift being leased	  	BNP Paribas


  

SCHEDULE 10.6 
 (to
Note Purchase Agreement) 








 NAMES AND ADDRESSES OF
PURCHASERS 
  

							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 METROPOLITAN LIFE INSURANCE COMPANY

1095 Avenue of the Americas
 New York, New York 10036
		D		 	$22,500,000	  

 Payments 
 All
scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	Bank Name:		JPMorgan Chase Bank
	ABA Routing #:		021-000-021
	Account No.:		002-2-410591
	Account Name:		Metropolitan Life Insurance Company
	Ref:		Lincoln Electric Holdings 4.02% due 04/01/2045

 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 
 Metropolitan
Life Insurance Company 
 Investments, Private Placements 

P.O. Box 1902 
 10 Park Avenue

 Morristown, New Jersey 07962-1902 

Attention: Director 
 Facsimile:
(973) 355-4250 
 With a copy OTHER than with respect to deliveries of financial statements to: 

Metropolitan Life Insurance Company 

P.O. Box 1902 
 10 Park Avenue

 Morristown, New Jersey 07962-1902 

Attention: Chief Counsel-Securities Investments (PRIV) 

Email: sec_invest_law@metlife.com 
 Name of
Nominee in which Notes are to be issued: None 

  

SCHEDULE B 
 (to Note
Purchase Agreement) 








 Taxpayer I.D. Number: 13-5581829 

Physical Delivery of Notes 

Metropolitan Life Insurance Company 

Securities Investments, Law Department 

P.O. Box 1902 
 10 Park Avenue

 Morristown, New Jersey 07962-1902 

Attention: Dan Scudder, Esq. 

  
 B-2 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 METLIFE INSURANCE COMPANY USA

c/o Metropolitan Life Insurance Company
 1095 Avenue of the
Americas
 New York, New York 10036
		 C

D
		 
  
	$3,400,000
 $14,900,000
	  
   


 Payments 
 All
scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	Bank Name:		JPMorgan Chase Bank
	ABA Routing #:		021-000-021
	Account No.:		910-2-587434
	Account Name:		MetLife Insurance Company USA
	Ref:		Lincoln Electric Holdings 3.61% due 04/1/2035 4.02% due 2045

 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 
 MetLife
Insurance Company USA 
 c/o Metropolitan Life Insurance Company 

Investments, Private Placements 

P.O. Box 1902 
 10 Park Avenue

 Morristown, New Jersey 07962-1902 

Attention: Director 
 Facsimile:
(973) 355-4250 

  
 B-3 








 With a copy OTHER than with respect to deliveries of financial statements to: 

MetLife Insurance Company USA 

c/o Metropolitan Life Insurance Company 

P.O. Box 1902 
 10 Park Avenue

 Morristown, New Jersey 07962-1902 

Attention: Chief Counsel-Securities Investments (PRIV) 

Email: sec_invest_law@metlife.com 
 Name of
Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 06-0566090 

Physical Delivery of Notes 
 MetLife
Insurance Company USA 
 c/o Metropolitan Life Insurance Company 

Securities Investments, Law Department 

10 Park Avenue 
 Morristown, New
Jersey 07962-1902 
 Attention: Dan Scudder, Esq. 

  
 B-4 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 EMPLOYERS REASSURANCE CORPORATION

c/o Jane Kipper
 7101 College Boulevard, Suite 1400

Overland Park, KS 66210
		 C

D
		 
  
	$600,000
 $6,300,000
	  
   


 Payments 
 All
scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	Bank Name:		JPMorgan Chase Bank, N.A.
	ABA Routing #:		021000021
	Account No:		9009002859
	Account Name:		Private Placement Income
	Ref :		G10190 Employers Reassurance Corporation — Lincoln Electric Holdings 3.61% due 04/01/2035/4.02% due 04/01/2045

 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 
 Employers
Reassurance Corporation 
 c/o MetLife Investment Management, LLC 

Investments, Private Placements 

P. O. Box 1902, 10 Park Avenue 

Morristown, New Jersey 07962-1902 

Attention: Director 
 Fax Number:
(973) 355-4250 
 With a copy OTHER than with respect to deliveries of financial statements to: 

Employers Reassurance Corporation 

c/o MetLife Investment Management, LLC 

P. O. Box 1902, 10 Park Avenue 

Morristown, New Jersey 07962-1902 

Attention: Chief Counsel — Securities Investments (PRIV) 

Email: sec_invest_law@metlife.com 

  
 B-5 








 and 

JPMorgan Chase Bank 
 Attention:
Private Placements 
 Account: Employers Reassurance Corp 

14201 Dallas Parkway — 13th Floor 

Dallas, TX 75254 
 Fax:
(469) 477-1904 
 Name of Nominee in which Notes are to be issued: Cudd & Co. 

Taxpayer I.D. Number: 48-1024691 
 Physical Delivery of Notes

 JPMorgan Chase Bank, N.A. 

4 Chase Metrotech Center, 3rd Floor 

Brooklyn, NY 11245-0001 
 Attn:
Physical Receive Department (Account G10190, Private Placement Income) 
 Brian Cavanaugh 718-242-0264 

With COPIES OF THE NOTES emailed to lhill@metlife.com 

  
 B-6 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 METROPOLITAN LIFE INSURANCE COMPANY

1095 Avenue of the Americas
 New York, New York 10036
		D		 	$6,300,000	  

 Payments 
 All
scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	Bank Name:		State Street Bank
	ABA Routing #:		011-000-028
	Account No.:		10370484
	Account Name:		Metropolitan Life Insurance Company — Separate Account 733
	Ref:		Fund 75EZ — Lincoln Electric Holdings 4.02% due 04/01/2045

 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 
 Metropolitan
Life Insurance Company 
 Investments, Private Placements 

P.O. Box 1902 
 10 Park Avenue

 Morristown, New Jersey 07962-1902 

Attention: Director 
 Facsimile:
(973) 355-4250 
 With a copy OTHER than with respect to deliveries of financial statements to: 

Metropolitan Life Insurance Company 

P.O. Box 1902 
 10 Park Avenue

 Morristown, New Jersey 07962-1902 

Attention: Chief Counsel-Securities Investments (PRIV) 

Email: sec_invest_law@metlife.com 

  
 B-7 








 Taxpayer I.D. Number: 13-5581829 

Name in which Notes are to be issued: Metropolitan Life Insurance Company, on behalf of its Separate Account 733 

Physical Delivery of Notes 
 Metropolitan
Life Insurance Company 
 Securities Investments, Law Department 

P.O. Box 1902 
 10 Park Avenue

 Morristown, New Jersey 07962-1902 

Attention: Dan Scudder, Esq. 

  
 B-8 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 ERIE FAMILY LIFE INSURANCE COMPANY

100 Erie Insurance Place
 Erie, PA 16530
		A		 	$5,000,000	  

 Payments 
 All
scheduled payments of principal and interest by wire transfer of immediately available funds to: 
  

			
	Bank Name:		Federal Reserve Bank of Boston
	ABA:		011001234
	Account No.:		0000048771
	Ref:		EFL-MetLife, EIRF6021912 — Lincoln Electric Holdings
			3.15% due 08/20/2025

 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate,
maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions
to the contrary, will make such payments to the account and in the manner set forth above. 
 Notices 

All notices and communications: 

Erie Family Life Insurance Company 

c/o MetLife Investment Management, LLC 

Investments, Private Placements 

P.O. Box 1902, 10 Park Avenue 

Morristown, New Jersey 07962-1902 

Attention: Director 
 Facsimile:
(973) 355-4250 
 With a copy OTHER than with respect to deliveries of financial statements to: 

Erie Family Life Insurance Company 

c/o MetLife Investment Management, LLC 

Investments, Privates Placements 

P.O. Box 1902, 10 Park Avenue 

Morristown, NJ 07962-1902 

Attention: Chief Counsel-Securities Investments (PRIV) 

Email: sec_invest_law@metlife.com 

and 

  
 B-9 








 Erie Family Life Insurance Company 

Mr. Bradley Postema, Senior Vice President, Chief Investment Officer 

100 Erie Insurance Place 
 Erie,
PA 16530 
 Name of Nominee in which Notes are to be issued: Mac & Co, LLC 

Taxpayer I.D. Number: 25-1186315 
 Physical Delivery of
Notes 
 PHYSICAL DELIVERY — New York 

BNY Mellon Asset Servicing 
 One
Wall Street 
 3rd Floor — Receive Window C 

New York, NY 10286 
 For Credit
to: Erie Family Life Insurance Company, EIRF6021912 
 With COPIES OF THE NOTES emailed to lhill@metlife.com 

  
 B-10 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

c/o John Hancock Financial Services
 197 Clarendon Street

Boston, Massachusetts 02116
 Attn: Investment Law, C-3

Fax: (617) 572-9269
		D		 	$15,000,000	  

 Payments 
 All
payments to be by bank wire transfer of immediately available funds to: 
  

			
	Bank Name:		Bank of New York Mellon
	ABA Number:		011001234
	Account Number:		JPPF10010002
	Account Name:		US PP Collector F008
	For Further Credit to:		DDA Number 0000048771
	On Order of:		Lincoln Electric Holdings Inc.

 Notices and Audit Requests 

All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to: 

John Hancock Financial Services 

197 Clarendon Street 
 Boston, MA
02116 
 Attention: Investment Administration 

Fax Number: (617) 572-1799 

Email: InvestmentAdministration@jhancock.com 

All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: 

John Hancock Financial Services 

197 Clarendon Street 
 Boston, MA
02116 
 Attention: Bond and Corporate Finance, C-2 

Fax Number: (617) 572-1602 

  
 B-11 








 All other notices shall be sent to: 
  

					
	John Hancock Financial Services		and		John Hancock Financial Services
	197 Clarendon Street				197 Clarendon Street
	Boston, MA 02116				Boston, MA 02116
	Attention: Investment Law, C-3				Attention: Bond and Corporate Finance, C-2
	Fax Number: (617) 572-9269				Fax Number: (617) 572-1602

 Tax Identification Number: 01-0233346 

Name of Nominee in which Notes are to be issued: None 

Physical Delivery of Notes 
 John Hancock
Financial Services 
 197 Clarendon Street, C-3 

Boston, MA 02116 
 Attention: Pam
Memishian 

  
 B-12 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 JOHN HANCOCK LIFE INSURANCE COMPANY OF
NEW YORK
 c/o John Hancock Financial Services

197 Clarendon Street
 Boston, Massachusetts 02116

Attn: Investment Law, C-3
 Fax: (617) 572-9269
		D		 	$10,000,000	  

 Payments 
 All
payments to be by bank wire transfer of immediately available funds to: 
  

			
	Bank Name:		Bank of New York Mellon
	ABA Number:		011001234
	Account Number:		JPPF10010002
	Account Name:		US PP Collector F008
	For Further Credit to:		DDA Number 0000048771
	On Order of:		Lincoln Electric Holdings Inc.

 Notices and Audit Requests 

All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to: 

John Hancock Financial Services 

197 Clarendon Street 
 Boston, MA
02116 
 Attention: Investment Administration 

Fax Number: (617) 572-1799 

Email: InvestmentAdministration@jhancock.com 
 All
notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: 
 John
Hancock Financial Services 
 197 Clarendon Street 

Boston, MA 02116 
 Attention: Bond
and Corporate Finance, C-2 
 Fax Number: (617) 572-1602 

  
 B-13 








 All other notices shall be sent to: 
  

					
	John Hancock Financial Services		and		John Hancock Financial Services
	197 Clarendon Street				197 Clarendon Street
	Boston, MA 02116				Boston, MA 02116
	Attention: Investment Law, C-3				Attention: Bond and Corporate Finance, C-2
	Fax Number: (617) 572-9269				Fax Number: (617) 572-1602

 Tax Identification Number: 13-3646501 

Name of Nominee in which Notes are to be issued: None 

Physical Delivery of Notes 
 John Hancock
Financial Services 
 197 Clarendon Street, C-3 

Boston, MA 02116 
 Attention: Pam
Memishian 

  
 B-14 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 JOHN HANCOCK LIFE & HEALTH INSURANCE
COMPANY
 c/o John Hancock Financial Services

197 Clarendon Street
 Boston, Massachusetts 02116

Attn: Investment Law, C-3
 Fax: (617) 572-9269
		D		 	$5,000,000	  

 Payments 
 All
payments to be by bank wire transfer of immediately available funds to: 
  

			
	Bank Name:		Bank of New York Mellon
	ABA Number:		011001234
	Account Number:		JPPF10010002
	Account Name:		US PP Collector F008
	For Further Credit to:		DDA Number 0000048771
	On Order of:		Lincoln Electric Holdings Inc.

 Notices and Audit Requests 

All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to: 

John Hancock Financial Services 

197 Clarendon Street 
 Boston, MA
02116 
 Attention: Investment Administration 

Fax Number: (617) 572-1799 

Email: InvestmentAdministration@jhancock.com 
 All
notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: 
 John
Hancock Financial Services 
 197 Clarendon Street 

Boston, MA 02116 
 Attention: Bond
and Corporate Finance, C-2 
 Fax Number: (617) 572-1602 

  
 B-15 








 All other notices shall be sent to: 
  

					
	John Hancock Financial Services		and		John Hancock Financial Services
	197 Clarendon Street				197 Clarendon Street
	Boston, MA 02116				Boston, MA 02116
	Attention: Investment Law, C-3				Attention: Bond and Corporate Finance, C-2
	Fax Number: (617) 572-9269				Fax Number: (617) 572-1602

 Tax Identification Number: 13-3072894 

Name of Nominee in which Notes are to be issued: None 

Physical Delivery of Notes 
 John Hancock
Financial Services 
 197 Clarendon Street, C-3 

Boston, MA 02116 
 Attention: Pam
Memishian 

  
 B-16 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 MANULIFE (INTERNATIONAL) LIMITED

c/o John Hancock Financial Services
 197 Clarendon Street

Boston, Massachusetts 02116
 Attn: Investment Law, C-3

Fax: (617) 572-9269
		D		 	$10,000,000	  

 Payments 
 All
payments to be by bank wire transfer of immediately available funds to: 
  

			
	Bank Name:		Bank of New York Mellon
	ABA Number:		011001234
	Account Number:		JPPF1115002
	Account Name:		28AA MIL US PP Collector
	For Further Credit to:		DDA Number 0000048771
	On Order of:		Lincoln Electric Holdings Inc.

 Notices and Audit Requests 

All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to: 

John Hancock Financial Services 

197 Clarendon Street 
 Boston, MA
02116 
 Attention: Investment Administration 

Fax Number: (617) 572-1799 

Email: InvestmentAdministration@jhancock.com 
 All
notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: 
 John
Hancock Financial Services 
 197 Clarendon Street 

Boston, MA 02116 
 Attention: Bond
and Corporate Finance, C-2 
 Fax Number: (617) 572-1602 

And 

  
 B-17 








 Manulife Asset Management (Asia) 

Ken Cha, General Account Investments 

16/F, The Lee Gardens, 33 Hysan Avenue 

Causeway Bay, Hong Kong 

Ken_cha@manulife.com 
 Fax Number:
852-2907-2076 
 All other notices shall be sent to: 
  

					
	John Hancock Financial Services		and		John Hancock Financial Services
	197 Clarendon Street				197 Clarendon Street
	Boston, MA 02116				Boston, MA 02116
	Attention: Investment Law, C-3				Attention: Bond and Corporate Finance, C-2
	Fax Number: (617) 572-9269				Fax Number: (617) 572-1602

 Tax Identification Number: 98-0682057 

Name of Nominee in which Notes are to be issued: None 

Physical Delivery of Notes 
 Bank of New
York Mellon Corp. 
 One Wall Street, 3rd Floor, Window C 

New York, NY 10286 
 Reference:
Account JPPF1115002 
 Attention: Michael Visone 

  
 B-18 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 MANUFACTURERS LIFE REINSURANCE LIMITED

c/o John Hancock Financial Services
 197 Clarendon Street

Boston, Massachusetts 02116
 Attn: Investment Law, C-3

Fax: (617) 572-9269
		D		 	$10,000,000	  

 Payments 
 All
payments to be by bank wire transfer of immediately available funds to: 
  

			
	Bank Name:		Bank of New York Mellon
	ABA Number:		011001234
	Account Number:		JPPF1136002
	Account Name:		49AA MLRL USPP Collector
	For Further Credit to:		DDA Number 0000048771
	On Order of:		Lincoln Electric

 Notices and Audit Requests 

All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to: 

John Hancock Financial Services 

197 Clarendon Street 
 Boston, MA
02116 
 Attention: Investment Administration 

Fax Number: (617) 572-1799 

Email: InvestmentAdministration@jhancock.com 
 All
notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: 
 John
Hancock Financial Services 
 197 Clarendon Street 

Boston, MA 02116 
 Attention: Bond
and Corporate Finance, C-2 
 Fax Number: (617) 572-1602 

And 

  
 B-19 








 Manulife Asset Management (Asia) 

Ken Cha, General Account Investments 

16/F, The Lee Gardens, 33 Hysan Avenue 

Causeway Bay, Hong Kong 

Ken_cha@manulife.com 
 Fax Number:
852-2907-2076 
 All other notices shall be sent to: 
  

					
	John Hancock Financial Services		and		John Hancock Financial Services
	197 Clarendon Street				197 Clarendon Street
	Boston, MA 02116				Boston, MA 02116
	Attention: Investment Law, C-3				Attention: Bond and Corporate Finance, C-2
	Fax Number: (617) 572-9269				Fax Number: (617) 572-1602

 Tax Identification Number: 20129093 

Name of Nominee in which Notes are to be issued: None 

Physical Delivery of Notes: 
 Bank of New
York Mellon Corp. 
 One Wall Street, 3rd Floor, Window C 

New York, NY 10286 
 Reference:
Account JPPF1136002 
 Attention: Michael Visone 

  
 B-20 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 STATE FARM LIFE INSURANCE COMPANY

Investment Dept. E-8
 One State Farm Plaza

Bloomington, IL 61710
 privateplacements@statefarm.com
		A
B		 
 	$17,000,000
$29,000,000	 
  

 Payments 
 Wire
Transfer Instructions: 
  

			
	JPMorganChase		
	ABA#:		021000021
	Attn:		SSG Private Income Processing
	A/C#		9009000200
	For further credit to:		State Farm Life Insurance Company
			Custody Account # G06893
	RE:		Lincoln Electric Holdings, Inc., 3.15% Senior Notes due
			August 20, 2025
			PPN #: 53359# AA0
			Maturity Date: August 20, 2025
	RE:		Lincoln Electric Holdings, Inc., 3.35% Senior Notes due
			August 20, 2030
			PPN #: 53359# AB8
			Maturity Date: August 20, 2030

 Notices 
 Send
notices, financial statements, officer’s certificates and other correspondence to: 
 State Farm Life Insurance Company 

Investment Dept. E-8 
 One State
Farm Plaza 
 Bloomington, IL 61710 

If by Email: privateplacements@statefarm.com 

Send confirms to: 
 State Farm Life
Insurance Company 
 Investment Accounting Dept. D-3 

One State Farm Plaza 

Bloomington, IL 61710 

  
 B-21 








 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 37-0533090 
 Physical Delivery of Notes

 JPMorgan Chase Bank, N.A. 

4 Chase Metrotech Center 
 3rd
Floor 
 Brooklyn, New York 11245-0001 

Attention: Physical Receive Department 

Account: G06893 
 With a copy via
email to: Christiane M. Stoffer at chris.stoffer.htr4@statefarm.com 

  
 B-22 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 STATE FARM INSURANCE COMPANIES EMPLOYEE
RETIREMENT TRUST
 Investment Dept. E-8

One State Farm Plaza
 Bloomington, IL 61710

privateplacements@statefarm.com
		A		 	$2,000,000	  

 Payments 
 Wire
Transfer Instructions: 
  

			
	JPMorganChase		
	ABA#:		021000021
	Attn:		SSG Private Income Processing
	A/C#		9009000200
	For further credit to:		State Farm Insurance Companies Employee Retirement Trust Custody Account # G07251
	RE:		Lincoln Electric Holdings, Inc., 3.15% Senior Notes due August 20, 2025
			PPN #: 53359# AA0
			Maturity Date: August 20, 2025

 Notices 
 Send
notices, financial statements, officer’s certificates and other correspondence to: 
 State Farm Insurance Companies Employee
Retirement Trust 
 Investment Dept. E-8 

One State Farm Plaza 

Bloomington, IL 61710 
 If by
Email: privateplacements@statefarm.com 
 Send confirms to: 

State Farm Insurance Companies Employee Retirement Trust 

Investment Accounting Dept. D-3 

One State Farm Plaza 

Bloomington, IL 61710 
 Name of Nominee in which
Notes are to be issued: None 
 Taxpayer I.D. Number: 36-6042145 

  
 B-23 








 Physical Delivery of Notes 

JPMorgan Chase Bank, N.A. 
 4 Chase Metrotech Center 

3rd Floor 
 Brooklyn, New York 11245-0001 

Attention: Physical Receive Department 
 Account: G07251 

With a copy via email to: Christiane M. Stoffer at chris.stoffer.htr4@statefarm.com 

  
 B-24 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 STATE FARM LIFE AND ACCIDENT ASSURANCE

COMPANY
 Investment Dept. E-8

One State Farm Plaza
 Bloomington, IL 61710

privateplacements@statefarm.com
		 A

B
		 
 	$1,000,000
$1,000,000	 
  

 Payments 
 Wire
Transfer Instructions: 
  

			
	JPMorganChase		
	ABA#:		021000021
	Attn:		SSG Private Income Processing
	A/C#		9009000200
	For further credit to:		State Farm Life and Accident Assurance Company
			Custody Account # G06895
	RE:		Lincoln Electric Holdings, Inc., 3.15% Senior Notes due
			August 20, 2025
			PPN #: 53359# AA0
			Maturity Date: August 20, 2025
	RE:		Lincoln Electric Holdings, Inc., 3.35% Senior Notes due
			August 20, 2030
			PPN #: 53359# AB8
			Maturity Date: August 20, 2030


  
 B-25 








 Notices 

Send notices, financial statements, officer’s certificates and other correspondence to: 

State Farm Life and Accident Assurance Company 

Investment Dept. E-8 
 One State
Farm Plaza 
 Bloomington, IL 61710 

If by Email: privateplacements@statefarm.com 

Send confirms to: 
 State Farm Life and
Accident Assurance Company 
 Investment Accounting Dept. D-3 

One State Farm Plaza 

Bloomington, IL 61710 
 Name of Nominee in which
Notes are to be issued: None 
 Taxpayer I.D. Number: 37-0805091 

Physical Delivery of Notes 
 JPMorgan
Chase Bank, N.A. 
 4 Chase Metrotech Center 

3rd Floor 
 Brooklyn, NY
11245-0001 
 Attention: Physical Receive Department 

Reference: G06895 
 With a copy
via email to: Christiane M. Stoffer at chris.stoffer.htr4@statefarm.com 

  
 B-26 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 VOYA RETIREMENT INSURANCE AND ANNUITY

COMPANY 
 c/o Voya Investment Management
LLC
 5780 Powers Ferry Road NW, Suite 300
 Atlanta, Georgia
30327-4347
 Attention: Private Placements
 Fax:
(770) 690-5342
		A
B		 
  
	$5,000,000
 $17,900,000
	  
   


 Payments 
 All
payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 
 The Bank
of New York Mellon 
 ABA#: 021000018 

For scheduled principal and interest payments: 

BNF: GLA111566 
 Attention: Income
Collection Department 
 For further credit to: VOYA Retiremt Ins and Ann Co/Acct. 216101 

Reference: Series A PPN 53359# AA0 

                  Series B PPN 53359# AB8 

For all payments other than scheduled principal and interest: 

Account Number: 2161018400 

Account Name: VOYA Retiremt Ins and Ann Co 

Reference: Series A PPN 53359# AA0, Series B PPN 53359# AB8 

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the
Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. 

  
 B-27 








 Notices 

Address for all notices relating to payments: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Operations/Settlements 

Fax: (770) 690-5316 
 Address for all other
communications and notices: 
 Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Private Placements 

Fax: (770) 690-5342 
 Name of Nominee in
which Notes are to be issued: None 
 Taxpayer I.D. Number: 71-0294708 

Physical Delivery of Notes 
 The Bank of
New York Mellon 
 One Wall Street 

Window A - 3rd Floor 
 New York,
NY 10286 
 with a copy to: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Joyce Resnick 
 Email:
Joyce.Resnick@Voya.com 

  
 B-28 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 VOYA INSURANCE AND ANNUITY COMPANY

c/o Voya Investment Management LLC
 5780 Powers Ferry Road NW,
Suite 300
 Atlanta, Georgia 30327-4347
 Attention: Private
Placements
 Fax: (770) 690-5342
		A
B		 
  
	$500,000
 $4,300,000
	  
   


 Payments 
 All
payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 
 The Bank
of New York Mellon 
 ABA#: 021000018 

For scheduled principal and interest payments: 

BNF: GLA111566 
 Attention: Income
Collection Department 
 For further credit to: VOYA Ins and Ann Co-SLDI/Acct. 179369 

Reference: Series A PPN 53359# AA0 

                  Series B PPN 53359# AB8 

For all payments other than scheduled principal and interest: 

Account Number: 1793698400 

Account Name: VOYA Ins and Ann Co-SLDI 

Reference: Series A PPN 53359# AA0, Series B PPN 53359# AB8 

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the
Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. 

  
 B-29 








 Notices 

Address for all notices relating to payments: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Operations/Settlements 

Fax: (770) 690-5316 
 with a
copy to: 
 The Bank of New York Mellon 

Insurance Trust Department 
 101
Barclay 8 West 
 New York, NY 10286 

Attention: Bailey Eng (baileyeng@bankofny.com) 

Address for all other communications and notices: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Private Placements 

Fax: (770) 690-5342 
 Name of Nominee in
which Notes are to be issued: None 
 Taxpayer I.D. Number: 41-0991508 

Physical Delivery of Notes 
 The Bank of
New York Mellon 
 One Wall Street 

Window A - 3rd Floor 
 New York,
NY 10286 
 with a copy to: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Joyce Resnick 
 Email:
Joyce.Resnick@Voya.com 

  
 B-30 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 VOYA INSURANCE AND ANNUITY COMPANY

c/o Voya Investment Management LLC
 5780 Powers Ferry Road NW,
Suite 300
 Atlanta, Georgia 30327-4347
 Attention: Private
Placements
 Fax: (770) 690-5342
		A		 	$2,900,000	  

 Payments 
 All
payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 
 The Bank
of New York Mellon 
 ABA#: 021000018 

For scheduled principal and interest payments: 

BNF: GLA111566 
 Attention: Income
Collection Department 
 For further credit to: Voya Ins and Ann Co GEN AC/Acct. 136373 

Reference: Series A PPN 53359# AA0 

For all payments other than scheduled principal and interest: 

Account Number: 1363738400 

Account Name: Voya Ins and Ann Co GEN AC 

Reference: Series A PPN 53359# AA0 
 Each such
wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal,
premium and interest) of the payment being made. 

  
 B-31 








 Notices 

Address for all notices relating to payments: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Operations/Settlements 

Fax: (770) 690-5316 
 Address for all other
communications and notices: 
 Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Private Placements 

Fax: (770) 690-5342 
 Name of Nominee in
which Notes are to be issued: None 
 Taxpayer I.D. Number: 41-0991508 

Physical Delivery of Notes 
 The Bank of
New York Mellon 
 One Wall Street 

Window A - 3rd Floor 
 New York,
NY 10286 
 with a copy to: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Joyce Resnick 
 Email:
Joyce.Resnick@Voya.com 

  
 B-32 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 RELIASTAR LIFE INSURANCE COMPANY

c/o Voya Investment Management LLC
 5780 Powers Ferry Road NW,
Suite 300
 Atlanta, Georgia 30327-4347
 Attention: Private
Placements
 Fax: (770) 690-5342
		 A

B
		 
  
	$700,000
 $1,900,000
	  
   


 Payments 
 All
payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 
 The Bank
of New York Mellon 
 ABA#: 021000018 

For scheduled principal and interest payments: 

BNF: GLA111566 
 Attention: Income
Collection Department 
 For further credit to: RLIC/Acct. 187035 

Reference: Series A PPN 53359# AA0 

                  Series B PPN 53359# AB8 

For all payments other than scheduled principal and interest: 

Account Number: 1870358400 

Account Name: RLIC 
 Reference:
Series A PPN 53359# AA0, Series B PPN 53359# AB8 
 Each such wire transfer should set forth the name of the issuer, the full title (including the
coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. 

  
 B-33 








 Notices 

Address for all notices relating to payments: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Operations/Settlements 

Fax: (770) 690-5316 
 Address for all other
communications and notices: 
 Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Private Placements 

Fax: (770) 690-5342 
 Name of Nominee in
which Notes are to be issued: None 
 Taxpayer I.D. Number: 41-0451140 

Physical Delivery of Notes 
 The Bank of
New York Mellon 
 One Wall Street 

Window A - 3rd Floor 
 New York,
NY 10286 
 with a copy to: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attention: Joyce Resnick 
 Email:
Joyce.Resnick@Voya.com 

  
 B-34 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 SECURITY LIFE OF DENVER INSURANCE
COMPANY
 c/o Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300
 Atlanta, Georgia
30327-4347
 Attention: Private Placements
 Fax:
(770) 690-5342
		 A

B
		 
  
	$900,000
 $900,000
	  
   


 Payments 
 All
payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 
 The Bank
of New York Mellon 
 ABA#: 021000018 

For scheduled principal and interest payments: 

BNF: GLA111566 
 Attn: Income
Collection Department 
 For further credit to: SLD/Acct. 178157 

Reference: Series A PPN 53359# AA0 

                  Series B PPN 53359# AB8 

For all payments other than scheduled principal and interest: 

Account Number: 1781578400 

Account Name: SLD 
 Reference:
Series A PPN 53359# AA0, Series B PPN 53359# AB8 
 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon
rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. 

  
 B-35 








 Notices 

Address for all notices relating to payments: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attn: Operations/Settlements 

Fax: (770) 690-5316 
 Address for all other
communications and notices: 
 Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attn: Private Placements 
 Fax:
(770) 690-5342 
 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 84-0499703 
 Physical Delivery of Notes

 The Bank of New York Mellon 

One Wall Street 
 Window A - 3rd
Floor 
 New York, NY 10286 

with a copy to: 
 Voya Investment
Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attn: Joyce Resnick 
 Email:
Joyce.Resnick@Voya.com 

  
 B-36 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 LEO 2013-1 LLC
 c/o Voya Investment
Management LLC
 5780 Powers Ferry Road NW, Suite 300
 Atlanta,
Georgia 30327-4347
 Attention: Private Placements
 Fax:
(770) 690-5342
		A		 	$3,000,000	  

 Payments 
 All
payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 
 Northern
CHGO/Trust 
 ABA#: 071000152 

Credit Wire Account: 5186041000 

Account No: LEOC01 
 Account Name:
LEO 2013-1 LLC 
 Reference: PPN 53359# AA0 

ATTN: INC/DIV (for interest payments) 

                        
    Maturities (for final principal payments) 

                        
    Income Collections (for principal amortization payments) 
 Each such wire transfer should set forth the name of the issuer, the full
title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made. 

Notices 
 Address for all notices relating to
payments: 
 Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attn: Operations/Settlements 

Fax: (770) 690-5316 

  
 B-37 








 Address for all other communications and notices: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attn: Private Placements 
 Fax:
(770) 690-5342 
 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 98-1104822 
 Physical Delivery of Notes

 The Northern Trust Company 

Trade Securities Processing, C-1N 

801 South Canal Street 
 Northern
Account No.: LEOC01 
 Account Name: LEO 2013-1 LLC 

Chicago, IL 60607 
 with a copy
to: 
 Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attn: Joyce Resnick 
 Email:
Joyce.Resnick@Voya.com 

  
 B-38 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 MELLON TRUST COMPANY, AS MASTER TRUSTEE
FOR THE VOYA RETIREMENT PLAN
 c/o Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300
 Atlanta, Georgia
30327-4347
 Attention: Private Placements
 Fax:
(770) 690-5342
		A		 	$2,000,000	  

 Payments 
 All
payments related to scheduled and unscheduled principal and interest, premiums and fees on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to: 

The Bank of New York Mellon 

ABA#: 011001234 
 DDA A/C # 125261

 Attn: MBS Income, Cost Center 1253 

Reference: PPN 53359# AA0 
 Each such wire
transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium
and interest) of the payment being made. 
 Notices 

Address for all notices relating to payments: 

BNYM Mellon Asset Servicing 

11486 Corporate Blvd., Suite 200 

Orlando, FL 32817-8371 
 Attn:
Operations/Settlements 
 E-mail: VoyaTradeSupport@bnymellon.com 

Address for all other communications and notices: 

Voya Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attn: Private Placements 
 Fax:
(770) 690-5342 

  
 B-39 








 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 52-1317217 
 Physical Delivery of Notes

 Mellon Securities Trust Co. 

One Wall Street 
 3rd Floor-
Receive Window C 
 New York, NY 10286 

Reference: Voya Pension Fund; Acct# IN4F3001002 

with a copy to: 
 Voya Investment
Management LLC 
 5780 Powers Ferry Road NW, Suite 300 

Atlanta, Georgia 30327-4347 

Attn: Joyce Resnick 
 Email:
Joyce.Resnick@Voya.com 

  
 B-40 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 THRIVENT FINANCIAL FOR LUTHERANS

625 Fourth Avenue South
 Minneapolis, Minnesota 55415

Attn: Investment Division-Private Placements
 Fax Number:
(612) 844-4027
 Email: privateinvestments@thrivent.com
		A
A
B
B
B
B		 
  
  

 
  

 
	$5,000,000
 $5,000,000

$5,000,000
 $5,000,000

$5,000,000
 $5,000,000
	  
   

  
   

  
   


 Payments 
 Payments
to: 
 ABA #011000028 
 State
Street Bank & Trust Co. 
 DDA # A/C — 6813-049-1 

Fund Number: NCE1 
 Fund Name:
Thrivent Financial for Lutherans 
 All payments must include the following information: Security Description, Private Placement Number, Reference Purpose
of Payment and Interest and/or Principal Breakdown. 
 Notices 

All notices and communications to be addressed as first provided above, except notices with respect to payments and written confirmation of such wire
transfers, to be addressed: 
 Investment Division-Private Placements 

ATT: Martin Rosacker 
 Thrivent
Financial for Lutherans 
 625 Fourth Avenue South 

Minneapolis, MN 55415 
 Fax:
(612) 844-4027 
 Email: privateinvestments@thrivent.com 

with a copy to: 
 ATT: Jeremy
Anderson or Harmon Bergenheier 
 Thrivent Financial for Lutherans 

625 Fourth Avenue South 

Minneapolis, Minnesota 55415 

Email: boxprivateplacement@thrivent.com 

  
 B-41 








 Name of Nominee in which Notes are to be issued: Swanbird & Co. 

Taxpayer I.D. Number: 39-0123480 
 Taxpayer I.D. Number for
Swanbird & Co.: 04-3475606 
 Physical Delivery of Notes 

DTCC 
 Newport Office Center 

570 Washington Blvd. 
 Jersey
City, NJ 07310 
 Attn: 5th floor / NY Window / Robert Mendez 

Ref: State Street Account 
 Fund
Name: Thrivent Financial for Lutherans 
 Fund Number: NCE1 

Nominee Name: Swanbird & Co. 

Nominee Tax ID Number: 04-3475606 

With a copy to the Thrivent Financial legal team: 

Taiesha McBroom, Senior Counsel 

625 Fourth Avenue South, MS 1100 

Minneapolis, MN 55415 

taiesha.mcbroom@thrivent.com 
 and

 Lisa Corbin, Paralegal 
 625
Fourth Avenue South, MS 1100 
 Minneapolis, MN 55415 

lisa.corbin@thrivent.com 

  
 B-42 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 AIG PROPERTY CASUALTY COMPANY

c/o AIG Asset Management
 2929 Allen Parkway, A36-04

Houston, Texas 77019-2155
 Attn: Private Placements Compliance

Email: complianceprivateplacements@aig.com
		C		 	$6,350,000	  

 Payments 
 All
payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of
such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 
 Account
Name: BNYM Income 
 Account Number: GLA111566 

For Further Credit to: AIG PROPERTY CASUALTY CO.; Account No: 554903 

Reference: PPN and Prin.: $            ; Int.:
$             
 Notices 

Payment notices, audit confirmations and related correspondence to: 

AIG Property Casualty Company (554903) 

c/o AIG Asset Management 
 2929
Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements Portfolio Administration 

Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 

Duplicate payment notices (only) to: 

AIG Property Casualty Company (554903) 

c/o The Bank of New York Mellon 

Attn: P & I Department 

Fax: (718) 315-3076 

  
 B-43 









	*	Compliance reporting information (financial docs, officer’s certificates, etc.) to: 


AIG Asset Management 
 2929 Allen
Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements Compliance 

Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. 


Name of Nominee in which Notes are to be issued: HARE & CO., LLC (Tax ID #: 13-6062916) 

Tax I.D. Number for AIG Property Casualty Company: 25-1118791 

Physical Delivery of Notes 
 The Bank of
New York Mellon 
 One Wall Street, 3rd Floor – Free Receive Dept. (via
overnight mail) 
 New York, NY 10286 

Attn: Sammy Yankanah, Phone: (212) 635-7077 

Account Name: AIG PROPERTY CASUALTY COMPANY 

Account Number: 554903 

  
 B-44 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 AMERICAN GENERAL LIFE INSURANCE COMPANY

c/o AIG Asset Management
 2929 Allen Parkway, A36-04

Houston, TX 77019-2155
 Attn: Private Placements Portfolio
Administration
 Email: complianceprivateplacements@aig.com
		C		 	$13,150,000	  

 Payments 
 All
payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of
such funds, to: 
 State Street Bank & Trust Company 

ABA # 011-000-028 
 Account
Name: American General Life Ins. Co. Physical; Fund Number PA40 
 Account Number: 0125-880-5 

Reference: PPN and Prin.: $            ; Int.:
$             
 Notices 

Payment notices, audit confirmations and related correspondence to: 

American General Life Insurance Company (PA40) 

c/o AIG Asset Management 
 2929
Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements Portfolio Administration 

Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 

Duplicate payment notices (only) to: 

American General Life Insurance Company (PA40) 

c/o State Street Bank Corporation, Insurance Services 

Fax: (816) 871-5539 

  
 B-45 









	*	Compliance reporting information (financial docs, officer’s certificates, etc.) to: 


AIG Asset Management 
 2929 Allen
Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements Compliance 

Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. 


Name of Nominee in which Notes are to be issued: AGL-DEL (Tax ID #: 74-2058550) 

Tax I.D. Number for American General Life Insurance Company: 25-0598210 

Physical Delivery of Notes 
 DTCC 

Newport Office Center 
 570
Washington Blvd. 
 Jersey City, NJ 07310 

5th Floor / NY Window / Robert Mendez (617-985-2074) 

FBO: State Street Bank & Trust for account PA40 

  
 B-46 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 UNITED GUARANTY RESIDENTIAL INSURANCE COMPANY

c/o AIG Asset Management
 2929 Allen Parkway, A36-04

Houston, TX 77019-2155
 Attn: Private Placements Portfolio
Administration
 Email: complianceprivateplacements@aig.com
		C		 	$500,000	  

 Payments 
 All
payments to be by wire transfer of immediately available funds, with sufficient information (including PPN, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of
such funds, to: 
 The Bank of New York Mellon 

ABA # 021-000-018 
 Account
Name: BNYM Income 
 Account Number: GLA111566 

For Further Credit to: U. S. Bank N.A.; Account No. 117612 

Reference: United Guaranty Residential Ins. Co.; PPN and Prin.:
$            ; Int.: $             

Notices 
 Payment notices, audit
confirmations and related correspondence to: 
 United Guaranty Residential Insurance Company (1028783566) 

c/o AIG Asset Management 
 2929
Allen Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements Portfolio Administration 

Email: AIGGIGPVTPLACEMENTOPERATIONS@aig.com 

Duplicate payment notices (only) to: 

United Guaranty Residential Insurance Company (1028783566) 

c/o U.S. Bank N.A. 
 Fax: Lisa
Nadel (202) 261-0810 

  
 B-47 









	*	Compliance reporting information (financial docs, officer’s certificates, etc.) to: 


AIG Asset Management 
 2929 Allen
Parkway, A36-04 
 Houston, Texas 77019-2155 

Attn: Private Placements Compliance 

Email: complianceprivateplacements@aig.com 
  

	*Note:	Only two (2) complete sets of compliance information are required for all companies for which AIG Asset Management Group serves as investment adviser. 


Name of Nominee in which Notes are to be issued: HARE & CO., LLC (Tax ID #: 13-6062916) 

Tax I.D. Number for United Guaranty Residential Insurance Company: 42-0885398 

Physical Delivery of Notes 
 The Bank of
New York Mellon 
 One Wall Street - 3rd Floor – Free Receive Dept. (via overnight mail) 

New York, N.Y. 10286 
 Attn: Sammy
Yankanah, Phone: (212) 635-7077 
 For account: U.S. Bank N.A. # 117612 

  
 B-48 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 ALLIANZ LIFE INSURANCE COMPANY OF NORTH
AMERICA
 c/o Allianz Investment Management

Attention: Private Placements
 55 Greens Farms Road

Westport, Connecticut 06880
 Phone: (203) 293-1900

Email: ppt@allianzlife.com
		A
C		 
 	$15,000,000
$4,000,000	 
  

 Payments 
 All
payments on or in respect of the Notes to be by Federal Funds Wire Transfer to: 
 MAC & CO., LLC 

The Bank of New York Mellon 
 ABA
#: 011001234 
 BNY Mellon Account No.: AZAF6700422 

DDA 0000125261 
 Cost Center 1253

 Re: Name of Issuer: Lincoln Electric 

Description of Security: $100,000,000 3.15% Senior Notes, Series A, due 

August 20, 2025, PPN: 53359# AA0 

$50,000,000 3.61% Senior Notes, Series C, due April 1, 2035, PPN: 53359# AC6 

Due Date and Application (as among principal, make whole and interest) of the payment being made 

For Credit to Portfolio Account: AZL Special Investments AZAF6700422 

Notices 
 All notices of payment on or in
respect of the Notes and written confirmation of each such payment to be addressed as first provided above with a copy to: 
 Kathy
Muhl 
 Supervisor – Income Group 

The Bank of New York Mellon 

Three Mellon Center – Room 153-1818 

Pittsburgh, Pennsylvania 15259 

Phone: 412-234-5192 
 Email:
kathy.muhl@bnymellon.com 

  
 B-49 








 All other notices and communications to be addressed as first provided above. 

Name of Nominee in which Notes are to be issued: MAC & CO., LLC 

Taxpayer I.D. Number: 41-1366075 
 Physical Delivery of Notes

 Mellon Securities Trust Company 

One Wall Street 
 3rd Floor
Receive Window C 
 New York, NY 10286 

For Credit to: Allianz Life Insurance Company of North America, 

AZL Special Investments AZAF6700422 

  
 B-50 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL AMOUNT
OF NOTES TO BE
PURCHASED	 
			
	 GREAT-WEST LIFE & ANNUITY INSURANCE
COMPANY
 8515 East Orchard Road, 3T2

Greenwood Village, CO 80111
 Attn: Investments Division

Email: bond_compliance@greatwest.com
 Fax:
(303) 737-6193
		A
B		 	$4,000,000$11,000,000	  

 Payments 
 All
payments on or in respect of the Notes to be made by bank wire transfer of Federal or other immediately available funds to: 
 The Bank of
New York Mellon 
 ABA No.: 021-000-018 

BNF: GLA111566 
 Account No.:
6409358400 
 Account Name: Great-West Life & Annuity Insurance Company 

Attn: Income Collection Dept 

Reference: Lincoln Electric Holdings, Inc., 3.15% Senior Notes, Series A, due 2025, PPN 53359# AA0, and/or Lincoln Holdings, Inc., 3.35%
Senior Notes, Series B, due 2030, PPN 53359# AB8 
 Notices: 

All notices and communications, including notices of payments, on or in respect of the Notes and written confirmation of each such payment to be addressed as
first provided above. 
 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 84-0467907 
 Physical Delivery of Notes

 The Bank of New York Mellon 

3rd Floor, Window A 
 One Wall
Street 
 New York, NY 10286 

Attention: Receive/Deliver Department 

Reference: Great-West Life & Annuity Insurance Company/Acct No. 640935 

  
 B-51 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 THE GUARDIAN LIFE INSURANCE COMPANY OF
AMERICA
 7 Hanover Square
 New York, NY
10004-2616
 Attn: Thomas Donohue
 Investment Department 9-A

FAX: (212) 919-2658
 Email Address:
Thomas_donohue@glic.com
		A		 	$15,000,000	  

 Payments 
 All
payments on or in respect of the Notes shall be made by wire transfer to: 
 JP Morgan Chase 

FED ABA #021000021 

Chase/NYC/CTR/BNF 
 A/C
900-9-000200 
 Reference A/C #G05978, Guardian Life, PPN 53359# AA0, Lincoln Electric Holdings 

Notices 
 All notices and communications with
respect to payments and written confirmation of each such payment, to be addressed as first provided above. 
 Name in which Notes are to be issued: None

 Taxpayer I.D. Number: 13-5123390 
 Physical Delivery of
Notes 
 JP Morgan Chase Bank, N.A. 

4 Chase Metrotech Center - 3rd Floor 

Brooklyn, NY 11245-0001 

Reference A/C #G05978, Guardian Life 

  
 B-52 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF
NOTES TO
BE
PURCHASED	 
			
	 THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
 c/o Prudential Capital Group
 Two
Prudential Plaza
 180 N. Stetson Avenue
 Suite 5600

Chicago, IL 60601
 Attention: Managing Director, Corporate
Finance
		C		 	$7,500,000	  

 Payments 
 All
payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 
 JPMorgan
Chase Bank 
 New York, New York 

ABA No.: 021000021 
 Account Name:
Prudential Managed Portfolio 
 Account No. P86188 (please do not include spaces) 

Each such wire transfer shall set forth the name of the Company, a reference to “3.61% Series C Senior Notes due 1 April 2035, Security No.
INV07866, PPN 53359# AC6” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. 

Notices 
 All notices with respect to payments, and
written confirmation of each such payment, to be addressed to: 
 The Prudential Insurance Company of America 

c/o Investment Operations Group 

Gateway Center Two, 10th Floor 

100 Mulberry Street 
 Newark, NJ
07102-4077 
 Attention: Manager, Billings and Collections 

All other notices and communications to be addressed as first provided above. 

Name in which Notes are to be issued: None 
 Taxpayer I.D.
Number: 22-1211670 

  
 B-53 








 Physical Delivery of Notes 

Send physical security by nationwide overnight delivery service to: 

Prudential Capital Group 
 Two
Prudential Plaza 
 180 N. Stetson Avenue 

Suite 5600 
 Chicago, IL 60601

 Attention: Kim Maranda 

Telephone: (312) 540-4246 

  
 B-54 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF
NOTES TO
BE
PURCHASED	 
			
	 ZURICH AMERICAN INSURANCE COMPANY

Prudential Private Placement Investors, L.P.
 c/o Prudential
Capital Group
 Two Prudential Plaza
 180 N. Stetson Avenue

Suite 5600
 Chicago, IL 60601

Attention: Managing Director, Corporate Finance
		C		 	$7,500,000	  

 Payments 
 All
payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 
 The Bank
of New York 
 ABA No: 021000018 

BNF: IOC566 
 Attn: PP P&I
Department 
 Ref: ZAIC Private Placements, Cusip 

Each such wire transfer shall set forth the name of the Company, a reference to “3.61% Series C Senior Notes due 1 April 2035, PPN 53359#
AC6” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made. 
 Notices 

All notices with respect to payments, and written confirmation of each such payment, to be addressed to: 

Zurich North America 
 Attn:
Treasury T1-19 
 1400 American Lane 

Schaumburg, IL 60196-1056 

Contact: Mary Fran Callahan, Vice President-Treasurer 

Telephone: (847) 605-6447 

Facsimile: (847) 605-7895 

E-mail: mary.callahan@zurichna.com 
 All other
notices and communications to be addressed as first provided above. 
 Name in which Notes are to be issued: Hare & Co., LLC 

Taxpayer I.D. Number: 36-4233459 

  
 B-55 








 Physical Delivery of Notes 

Send physical security by nationwide overnight delivery service to: 

Bank of New York 
 Window A 

One Wall Street, 3rd Floor 
 New
York, NY 10286 
 Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (Zurich
American Insurance Co.-Private Placements; Account Number: 399141). 
 Send copy by nationwide overnight delivery service to: 

Prudential Capital Group 
 Gateway
Center 2, 10th Floor 
 100 Mulberry 

Newark, NJ 07102 
 Attention:
Trade Management, Manager 
 Telephone: (973) 367-3141 

  
 B-56 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT OF
NOTES TO
BE
PURCHASED	 
			
	 AMERICAN EQUITY INVESTMENT LIFE INSURANCE
COMPANY
 6000 Westown Parkway
 West Des
Moines, IA 50266
 Attention: Investment Department — Private Placements

888-221-1234
 515-221-0329 (fax)

PrivatePlacements@american-equity.com
		B		 	$10,000,000	  

 Payments 
 All
payments on or in respect of the Notes shall be made in immediately available funds to: 
 State Street Bank & Trust Company 

ABA # 011000028 
 Account #
00076026, Income Collection, BEV3 
 REFERENCE: (PPN/CUSIP, Security Description, Interest Rate, Maturity Date, Interest Amount, Principal
and Premium Amount) 
 Notices 
 All notices and
communications relating to payments should be addressed to: 
 American Equity Investment Life Insurance Co. 

Attn: Asset Administration 
 6000
Westown Parkway 
 West Des Moines, IA 50266 

515-221-0329 fax 
 Financial information,
covenant compliance and all other non-payment notices and communications to be addressed as first provided above. 
 Name of Nominee in which Notes are to
be issued: CHIMEFISH & CO 
 Taxpayer I.D. Number: 65-1186810 

  
 B-57 








 Physical Delivery of Notes 

DTCC 
 Newport Office Center 

570 Washington Blvd 
 Jersey City,
NJ 07310 
 5th Floor/NY Window/Robert Mendez 

FBO State Street Bank & Trust for account BEV3 

CUSIP/PPN: 53359# AB8 
 Security
Description: Lincoln Electric, 3.35% Senior Notes, Series B, due August 20, 2030 

  
 B-58 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF
NOTES TO
BE
PURCHASED	 
			
	 AMERITAS LIFE INSURANCE CORP.

390 North Cotner Blvd.
 Lincoln, NE 68505
		A
B
C		 
  
  
	$1,500,000
 $3,000,000

$500,000
	  
   

  


 Payments 
 All
payments by wire transfer of immediately available funds to: 
 JPMorgan Chase Bank 

ABA #021-000-021 
 DDA Clearing
Account: 9009002859 
 Further Credit — Custody Fund P72220 for Ameritas Life Insurance Corp. 

Reference: PPN 53359# AA0 (Series A); Lincoln Electric, 3.15% Senior Notes, Series A, due August 20, 2025 

Reference: PPN 53359# AB8 (Series B); Lincoln Electric, 3.35% Senior Notes, Series B, due August 20, 2030 

Reference: PPN 53359# AC6 (Series C); Lincoln Electric, 3.61% Senior Notes, Series C, due April 1, 2035 

and source/application of funds (P&I, etc.) 

Notices 
 All notices of payments and written
confirmations of such wire transfers sent to: 
 The Union Central Life Insurance Company 

1876 Waycross Rd 
 Cincinnati, OH
45240 
 ATTN: Patty Dearing 

Fax #: (513) 595-2926 
 All
other communications sent to: 
 Ameritas Life Insurance Corp. 

Ameritas Investment Partners, Inc. 

ATTN: Private Placements 
 390
North Cotner Blvd. 
 Lincoln, NE 68505 
  

	 	Contacts:	Joe Mick 


	 	  	Tel: 402-467-7471 


	 	  	Fax: 402-467-6980 


	 	  	Email: Joe.Mick@Ameritas.com 


  
 B-59 








 Name of Nominee in which Notes are to be issued: CUDD & CO. for the benefit of Ameritas Life Insurance
Corp. 
 Taxpayer I.D. Number: 13-6022143 
 Physical
Delivery of Notes 
 JPMorgan Chase Bank, N.A. 

4 Chase Metrotech Center, 3rd Floor 

Brooklyn, NY 11245-0001 
 ATTN:
Physical Receive Department 
 REF: Account P72220 

REF: Ameritas Life Insurance Corp. 
 AND

 Copy of Certificates sent to Joe Mick, Ameritas Investment Partners, Inc., per above 

  
 B-60 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF
NOTES TO
BE
PURCHASED	 
			
	 AMERITAS LIFE INSURANCE CORP. OF NEW
YORK
 c/o Ameritas Investment Partners, Inc.

390 North Cotner Blvd.
 Lincoln, NE 68505
		A
B
C		 
  
  
	$500,000
 $1,000,000

$500,000
	  
   

  


 Payments 
 All
payments by wire transfer of immediately available funds to: 
 JPMorgan Chase Bank 

ABA #021-000-021 
 DDA Clearing
Account: 9009002859 
 Further Credit — Custody Fund P72225 for Ameritas Life Insurance Corp. of New York 

Reference: PPN 53359# AA0 (Series A); Lincoln Electric, 3.15% Senior Notes, Series A, due August 20, 2025 

Reference: PPN 53359# AB8 (Series B); Lincoln Electric, 3.35% Senior Notes, Series B, due August 20, 2030 

Reference: PPN 53359# AC6 (Series C); Lincoln Electric, 3.61% Senior Notes, Series C, due April 1, 2035 

and source/application of funds (P&I, etc.) 

Notices 
 All notices of payments and written
confirmations of such wire transfers to: 
 The Union Central Life Insurance Company 

1876 Waycross Rd 
 Cincinnati, OH
45240 
 ATTN: Patty Dearing 

Fax #: (513) 595-2926 
 All other
communications sent to: 
 Ameritas Life Insurance Corp. of New York 

Ameritas Investment Partners, Inc. 

ATTN: Private Placements 
 390
North Cotner Blvd. 
 Lincoln, NE 68505 
  

	 	Contacts:	Joe Mick 


	 	  	Tel: 402-467-7471 


	 	  	Fax: 402-467-6980 


	 	  	Email: Joe.Mick@Ameritas.com 


  
 B-61 








 Name of Nominee in which Notes are to be issued: CUDD & CO. for the benefit of Ameritas Life Insurance
Corp. of New York 
 Taxpayer I.D. Number: 13-3758127 (Ameritas Life Ins. Corp. of NY) 

Taxpayer I.D. Number: 13-6022143 (CUDD & CO.) 

Physical Delivery of Notes 
 JPMorgan
Chase Bank 
 4 Chase Metrotech Center, 3rd Floor 

Brooklyn, NY 11245-0001 
 ATTN:
Physical Receive Department 
 REF: Account P72225 

REF: Ameritas Life Insurance Corp. of New York 

AND 
 Copy of Certificates sent to Joe Mick,
Ameritas Investment Partners, Inc., per above 

  
 B-62 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF
NOTES TO
BE
PURCHASED	 
			
	 UNITED OF OMAHA LIFE INSURANCE COMPANY

4 - Investment Management
 Mutual of Omaha Plaza

Omaha, NE 68175-1011
 Email Address for Electronic Document
Transmission:
 privateplacements@mutualofomaha.com
		C		 	$2,000,000	  

 Payments 
 All
principal and interest payments on the Notes shall be made by wire transfer of immediately available funds to: 
 JPMorgan Chase Bank 

ABA #021000021 
 Private Income
Processing 
 For credit to: 

United of Omaha Life Insurance Company 

Account # 900-9000200 
 a/c:
G07097 
 PPN 53359# AC6 

Interest Amount: 
 Principal
Amount: 
 Notices 
 All notices in respect of
payment of Principal and Interest, Corporate Actions and Reorganization Notifications to: 
 JPMorgan Chase Bank 

14201 Dallas Parkway, 13th Floor 

Dallas, Texas 75254-2917 

Attention: Income Processing 

a/c: G07097 
 All other notices and
communications (i.e., Quarterly/Annual Reports, Tax Filings, Modifications, Waivers regarding the indenture) to be addressed as first provided above. 

Name of Nominee in which Notes are to be issued: None 
 Taxpayer
I.D. Number: 47-0322111 

  
 B-63 








 Physical Delivery of Notes 

JPMorgan Chase Bank 
 4 Chase
Metrotech Center, 3rd Floor 
 Brooklyn, New York 11245-0001 

Attention: Physical Receive Department 

Account # G07097 
  

	 	**	It is imperative that the custody account be included on the delivery letter. 


	 	  	Without this information, the security will be returned to the sender. 


  
 B-64 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF
NOTES TO
BE
PURCHASED	 
			
	 COMPANION LIFE INSURANCE COMPANY

4 - Investment Management
 c/o Mutual of Omaha Insurance
Company
 Mutual of Omaha Plaza
 Omaha, NE 68175-1011

Email Address for Electronic Document Transmission:

privateplacements@mutualofomaha.com
		C		 	$2,000,000	  

 Payments 
 All
principal and interest payments on the Notes shall be made by wire transfer of immediately available funds to: 
 JPMorgan Chase Bank 

ABA #021000021 
 Private Income
Processing 
 For credit to: 

Companion Life Insurance Company 

Account # 900-9000200 
 a/c:
G07903 
 PPN 53359# AC6 

Interest Amount: 
 Principal
Amount: 
 Notices 
 All notices in respect of
payment of Principal and Interest, Corporate Actions and Reorganization Notifications to: 
 JPMorgan Chase Bank 

14201 Dallas Parkway, 13th Floor 

Dallas, Texas 75254-2917 

Attention: Income Processing 

a/c: G07903 
 All other notices and communications
(i.e., Quarterly/Annual Reports, Tax Filings, Modifications, Waivers regarding the indenture) to be addressed as first provided above. 
 Name of
Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 13-1595128 

  
 B-65 








 Physical Delivery of Notes 

JPMorgan Chase Bank 
 4 Chase
Metrotech Center, 3rd Floor 
 Brooklyn, New York 11245-0001 

Attention: Physical Receive Department 

Account # G07903 
  

	 	**	It is imperative that the custody account be included on the delivery letter. 


	 	  	Without this information, the security will be returned to the sender. 


  
 B-66 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 AMERICAN UNITED LIFE INSURANCE COMPANY

Attn: Mike Bullock, Securities

 Department
 One American Square, Suite
305W
 Post Office Box 368
 Indianapolis, IN 46206
		A		 	$4,000,000	  

 Payments 
 Lincoln
Electric Holdings, Inc., shall make payment of principal and interest on the note(s) in immediately available funds by wire transfer to the following bank account: 

AMERICAN UNITED LIFE INSURANCE COMPANY 

Bank of New York 
 ABA #:
021000018 
 Credit Account: GLA111566 

Account Name: American United Life Insurance Company 

Account #: 186683 
 P & I
Breakdown: (Insert) 
 Re: PPN 53359# AA0 / Lincoln Electric Holdings, Inc., 3.15% Senior Notes, Series A due August 20, 2025 

Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of
the note(s) and the payment date. 
 Notices 

Please send all POST-CLOSING documentation to: 

American United Life Insurance Company 

Attn: Mike Bullock, Securities Department 

One American Square, Suite 305W 

Post Office Box 368 

Indianapolis, IN 46206 
 Name of Nominee in which
Notes are to be issued: None 
 Taxpayer I.D. Number: 35-0145825 

  
 B-67 








 Physical Delivery of Notes 

Bank of New York 
 One Wall
Street, 3rd Floor 
 New York, NY 10286 

Re: American United Life Insurance Company, Account # 186683 

Attn: Anthony Saviano/Window A 

cc: Michele Morris/NYC Physical Desk on all correspondence 

  
 B-68 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 STATE OF WISCONSIN INVESTMENT BOARD

121 East Wilson Street
 Madison, Wisconsin 53703

Attn: Portfolio Manager, Private Markets Group —

         Wisconsin Private Debt Portfolio
		A		 	$4,000,000	  

 Payments 
 All
payments are to be made on or before 11:00 a.m. local time on each payment date in immediately available funds to: 
 FEDERAL RESERVE BANK
OF BOSTON 
 ABA # 011-00-1234 

For the account of the State of Wisconsin Investment Board 

DDA# 0000064300 
 Attn: Cost
Center 1195 
 For: SWBF0335002, Lincoln Electric 3.15% due 2025 

Notices 
 With notice of payment, including a
message as to the source (identifying the security by name and CUSIP number) and application of funds, copy of notice of payment to: 

Ms. Mai Thor, Accounting Specialist 

State of Wisconsin Investment Board 

121 East Wilson Street 
 P. O. Box
7842 
 Madison, Wisconsin 53707-7842 

Phone: (608) 267-3742 
 Fax:
(608) 266-2436 
 Address for notices other than confirmation of payment is: 

Postal Address 

State of Wisconsin Investment Board 

121 East Wilson Street 
 P. O. Box
7842 
 Madison, Wisconsin 53707-7842 

	 	Attention:	Portfolio Manager, Private Markets Group — Wisconsin 


	 	    	Private Debt Portfolio 


  
 B-69 








 Street Address 

State of Wisconsin Investment Board 

121 East Wilson Street 
 Madison,
Wisconsin 53703 

	 	Attention:	Portfolio Manager, Private Markets Group — Wisconsin 


	 	    	Private Debt Portfolio 

 Physical Delivery of Notes 

Ms. Mai Thor 
 Accounting
Specialist 
 State of Wisconsin Investment Board 

121 East Wilson Street 
 Madison,
Wisconsin 53707-7842 
 Name of Nominee in which Notes are to be issued: None 

Taxpayer I.D. Number: 39-6006423 

  
 B-70 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 COUNTRY LIFE INSURANCE COMPANY

1705 N Towanda Avenue
 Bloomington, IL 61702

Attention: Investments
 Tel: (309) 821-6260

Fax: (309) 821-6301

PrivatePlacements@countryfinancial.com
		A		 	$2,000,000	  

 Payments 
 All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to: 
 Northern Trust
Chgo/Trust 
 ABA # 071000152 

Wire Account Number 5186041000 

SWIFT BIC: CNORUS44 
 For Further
Credit to: 26-02712 
 Account Name: Country Life Insurance Company 

Representing P & I on (list security) [BANK] 

Accompanying Information: Name of Company, description of security, PPN Number, due date and application (as among principal, premium and
interest) of the payment being made. 
 Notices 

All notices and communications to be addressed as first provided above, except notices with respect to payments and written confirmation of each such payment,
to be addressed: 
 Country Life Insurance Company 

Attention: Investment Accounting 

1705 N Towanda Avenue 

Bloomington, Illinois 61702 

Telephone: (309) 821-6348 

Fax: (309) 821-2800 
 Name of Nominee in
which Notes are to be issued: None 
 Taxpayer I.D. Number: 37-0808781 

  
 B-71 








 Physical Delivery of Notes 

The Northern Trust Company 
 Trade
Securities Processing 
 C1N 

801 South Canal Street 
 Attn:
26-02712/Country Life Insurance Company 
 Chicago, IL 60607 

Include Acct # and Name in cover letter as well. 

  
 B-72 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF
NOTES TO
BE
PURCHASED	 
			
	 OHIO NATIONAL LIFE ASSURANCE CORPORATION

One Financial Way
 Cincinnati, OH 45242

Attention: Investment Department
 Fax Number:
513-794-4506
		C		 	$2,000,000	  

 Payments 
 All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Lincoln Electric, 3.61% Senior Notes Series C due 2035, PPN 53359# AC6, principal, premium or
interest”) to: 
 U.S. Bank N.A. (ABA #042-000013) 

5th & Walnut Streets 

Cincinnati, OH 45202 
 For credit
to Ohio National Life Assurance Corporation’s 
 Account No. 865-215-8 

Notices 
 All notices and communications, including
notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above with a copy to: 

privateplacements@ohionational.com 
 Name of
Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 31-0962495 

Physical Delivery of Notes 
 Ohio National
Life Assurance Corporation 
 One Financial Way 

Cincinnati, OH 45242 
 Attention:
Investment Department 

  
 B-73 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF NOTES
TO BE
PURCHASED	 
			
	 THE STANDARD FIRE INSURANCE COMPANY

c/o The Travelers Companies, Inc.
 9275-NB11B

385 Washington Street
 St. Paul, Minnesota 55102-1396

Email: fixedincomeinvestments@travelers.com
		A		 	$2,000,000	  

 Payments 
 All
payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Lincoln Electric, 3.15% Senior Notes, Series A due 2025, PPN 53359# AA0, principal, premium or
interest”) to: 
 JP Morgan Chase Bank 

ABA #021000021 
 Wire Account
Name: Travelers Indemnity Company — Private Placements 
 Wire Account Number: 323954448 

Notices 
 All notices and communications, including
notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 
 Name of Nominee in which Notes
are to be issued: None 
 Taxpayer I.D. Number: 06-6033509 

Physical Delivery of Notes 
 Nicole
Ankeny, Senior Counsel 
 Travelers 

385 Washington Street, NB16L 
 St.
Paul, MN 55102 

  
 B-74 









							
	NAME AND ADDRESS OF PURCHASER		SERIES		PRINCIPAL
AMOUNT
OF
NOTES TO
BE
PURCHASED	 
			
	 WOODMEN OF THE WORLD LIFE INSURANCE
SOCIETY
 Attn: Kim Parrott
 1700 Farnam
Street
 Omaha, Nebraska 68102
 kparrott@woodmen.org
		A		 	$2,000,000	  

 Payments 
 All
payments on account of the Notes to be by Federal Funds Wire Transfer to: 
 Northern CHGO/Trust 

ABA # 071000152 
 Credit Wire
Account #5186041000 
 Account #26-58056 

Account Name: Woodmen of the World Life Insurance Society-General 

Swift# CN0RUS44 

	 	RE:	Lincoln Electric, 3.15% Senior Notes, Series A, due August 20, 2025, PPN 53359# AA0, Due Date and Application (as among principal, make whole and interest) of the payment being made 


Notices 
 All notices and communications, including
notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 
 Name of Nominee in which Notes
are to be issued: None 
 Taxpayer I.D. Number: 47-0339250 

Physical Delivery of Notes 
 Woodmen of
the World Life Insurance Society 
 Attn: Kim Parrott 

1700 Farnam Street 
 Omaha,
Nebraska 68102 

  
 B-75