Exhibit








Exhibit 10.1
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
FIRST AMENDMENT (this “Amendment”), dated as of July 30, 2019, to the Note Purchase  Agreement dated as of April 1, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, including by this Amendment, the “Note Purchase Agreement”), among 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”), and the Purchasers party hereto.
W I T N E S S E T H :
WHEREAS, the parties hereto are parties to the Note Purchase Agreement; and
WHEREAS, the Obligors and the Purchasers (constituting the Required Holders) wish to amend the Note Purchase Agreement as described herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, which include all Obligors as of the date hereof, agree as follows:
SECTION 1.DEFINITIONS.  Unless otherwise defined herein, capitalized terms which are defined in the Note Purchase Agreement are used herein as therein defined.


SECTION 2.AMENDMENTS.


(a)Section 10.8 of the Note Purchase Agreement is hereby amended and restated as follows:


“Section 10.8.    Total Leverage Ratio
(a)    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; provided that, upon notice by the Company to the holders of Notes, as of the last day of each of the four consecutive fiscal quarters immediately following a Qualified Acquisition, such ratio may be greater than 3.50 to 1.00, but in no event greater than 4.00 to 1.00, but only so long as (i) the Total Leverage Ratio for the two full consecutive fiscal quarters immediately prior to such Qualified Acquisition was not greater than 3.50 to 1.00 and (ii) the Company pays the additional interest provided for in clause (b) of this Section 10.8.
(b)    If the Total Leverage Ratio at any time exceeds 3.50 to 1.00, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest rate payable on the Notes shall be increased by 0.75% (the “Incremental Interest”).  Such Incremental Interest shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Total Leverage Ratio is not more than 3.50 to 1.00.  In the event such Officer’s Certificate is delivered, the Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered.”
(b)    Schedule A to the Note Purchase Agreement is hereby amended by inserting the following definition of “Qualified Acquisition” in the appropriate alphabetical order:











““Qualified Acquisition” means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.”  
SECTION 3.CONDITIONS PRECEDENT. This Amendment shall become effective as of the date of the satisfaction or waiver of each of the conditions precedent set forth in this Section 3. 


(a)Execution and Delivery. This Amendment shall have been executed by each Obligor and the Purchasers party hereto (constituting the Required Holders).


(b)No Default.  Both prior to and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof.


(c)    Representations and Warranties.  All representations and warranties of the Obligors contained herein, in the Note Purchase Agreement and the Notes shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made
For the purpose of determining compliance with the conditions specified in this Section 3, each Purchaser that has signed this Amendment shall be deemed to have accepted, and to be satisfied with, each matter required under this Section 3.


SECTION 4.REPRESENTATIONS AND WARRANTIES.  Each Obligor, by signing below, hereby represents and warrants to the Purchasers that:
(a)such Obligor has the legal power and authority to execute and deliver this Amendment;
(b)the officer executing this Amendment on behalf of such Obligor has been duly authorized to execute and deliver the same and bind such Obligor with respect to the provisions hereof;
(c)the execution and delivery hereof by such Obligor and the performance and observance by such Obligor of the provisions hereof do not violate or conflict with the charter, bylaws or equivalent documents of such Obligor or any law applicable to such Obligor or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Obligor;
(d)after giving effect to this Amendment, no Default or Event of Default exists under the Note Purchase Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof;
(e)to its knowledge, as of the date hereof, such Obligor does not have any claim or offset against, or defense or counterclaim to, any obligations or liabilities of such Obligor under the Note Purchase Agreement or any Notes;
(f)this Amendment constitutes a valid and binding obligation of such Obligor in every respect, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies; and
(g)each of the representations and warranties set forth in Article 5 of the Note Purchase Agreement is true and correct in all material respects as of the date hereof, except to the extent that any thereof expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made.


SECTION 5.CONTINUING EFFECT.  Except as expressly amended, waived or modified hereby, the Note Purchase Agreement shall continue to be and shall remain in full force and effect in accordance with their respective terms.  This Amendment shall not constitute an amendment, waiver or modification of any 











provision of the Note Purchase Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or modification of any action on the part of any Obligor that would require an amendment, waiver or consent of the Purchasers except as expressly stated herein, or be construed to indicate the willingness of the Purchasers to further amend, waive or modify any provision of the Note Purchase Agreement amended, waived or modified hereby for any other period, circumstance or event.  Except as expressly modified by this Amendment, the Note Purchase Agreement and the Notes are ratified and confirmed and are, and shall continue to be, in full force and effect in accordance with their respective terms.  Except as expressly set forth herein, each Purchaser reserves all of its rights, remedies, powers and privileges under the Note Purchase Agreement, the Notes, applicable law and/or equity.  Any reference to the “Note Purchase Agreement” in any Note or any related documents shall be deemed to be a reference to the Note Purchase Agreement as amended by this Amendment.  


SECTION 6.GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


SECTION 7.SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon and inure to the benefit of the Obligors and the Purchasers, and each of their respective successors and assigns, and shall not inure to the benefit of any third parties.  The execution and delivery of this Amendment by any Purchaser shall be binding upon its successors and assigns and shall be effective as to any Notes assigned to it after such execution and delivery.


SECTION 8.ENTIRE AGREEMENT.  This Amendment, the Note Purchase Agreement and the Notes represent the entire agreement of the Obligors and the Purchasers, as applicable, with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Purchaser relative to the subject matter hereof not expressly set forth or referred to herein or in the Note Purchase Agreement or the Notes.  


SECTION 9.COUNTERPARTS.  This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  An executed signature page of this Amendment may be delivered by facsimile transmission or electronic PDF of the relevant signature page hereof.


SECTION 10.HEADINGS.  Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first written above.
Lincoln Electric Holdings, Inc.




		
	By
	 /s/ Christopher L. Mapes        


Name:  Christopher L. Mapes
Title:  Chairman, President and Chief Executive Officer 


The Lincoln Electric Company




		
	By
	 /s/ Jennifer I. Ansberry            


Name:  Jennifer I. Ansberry
Title:  Executive Vice President, General Counsel and Secretary


Lincoln Electric International Holding Company




		
	By
	 /s/ Vincent K. Petrella            


Name:  Vincent K. Petrella
Title:  Treasurer


J.W. Harris Co., Inc.




		
	By
	 /s/ Jennifer I. Ansberry            


Name:  Jennifer I. Ansberry
Title:  Secretary


Lincoln Global, Inc.




		
	By
	 /s/ Daniel McMillin            


Name:  Daniel McMillin
Title:  Treasurer




Techalloy, Inc.




		
	By
	 /s/ Jennifer I. Ansberry            




Name:  Jennifer I. Ansberry
Title:  Secretary




Wayne Trail Technologies, Inc.




		
	By
	 /s/ Matthew Jay Shannon        


Name:  Matthew Jay Shannon
Title:  Treasurer













ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
By: Allianz Global Investors U.S. LLC




		
	By
	 /s/ Charles Dudley                


      Name: Charles Dudley    
      Title:  Managing Director


AMERICAN GENERAL LIFE INSURANCE COMPANY, as a Purchaser
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA, as a Purchaser


		
	By:
	AIG Asset Management (U.S.), LLC, an investment adviser






		
	By
	 /s/ Jason Young                


      Name: Jason Young    
      Title:  Vice President




JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), as a Purchaser




		
	By
	 /s/ Michael J. Tiberii                


      Name: Michael Tiberii    
      Title:  Managing Director






JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, as a Purchaser




		
	By
	 /s/ Michael J. Tiberii                


      Name: Michael Tiberii    
      Title:  Managing Director




JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY, as a Purchaser




		
	By
	 /s/ Michael J. Tiberii                


      Name: Michael Tiberii    
      Title:  Managing Director























MANULIFE (INTERNATIONAL) LIMITED, 
as a Purchaser




		
	By
	 /s/ Gerald Posthuma                


      Name: Gerald Posthuma    
      Title:  Chief Investment Officer, Asia, General Account Investments




MANUFACTURERS LIFE REINSURANCE LIMITED, as a Purchaser




		
	By
	 /s/ Tatsuya Oshiro                    


Name: Tatsuya Oshiro
		
	Title:  
	Co-Head of Investments, Manulife General Account Investments (Singapore) Pte. Ltd. as investment manager of Manufacturers Life Reinsurance Limited


      
METROPOLITAN LIFE INSURANCE COMPANY
by MetLife Investment Management, LLC, Its Investment Manager


METROPOLITAN LIFE INSURANCE COMPANY, on behalf of its Separate Account 733
by MetLife Investment Management, LLC, Its Investment Manager




		
	By
	 /s/ Jennifer Potenta                    


Name: Jennifer Potenta
		
	Title:  
	Authorized Signatory








BRIGHTHOUSE LIFE INSURANCE COMPANY
by MetLife Investment Management, LLC, Its Investment Manager




		
	By
	 /s/ Jason Rothenberg                


Name: Jason Rothenberg
		
	Title:  
	Authorized Signatory































ERIE FAMILY LIFE INSURANCE COMPANY
by MetLife Investment Management, LLC, Its Investment Manager




		
	By
	 /s/ Judith A. Gulotta                


Name: Judith A. Gulotta
		
	Title:  
	Authorized Signatory




EMPLOYERS REASSURANCE CORPORATION
by MetLife Investment Management, LLC, Its Investment Adviser




		
	By
	 /s/ Frank O. Monfalcone                


Name: Frank O. Monfalcone
		
	Title:  
	Authorized Signatory




PROTECTIVE LIFE INSURANCE COMPANY,
as a Purchaser




		
	By
	 /s/ Philip E. Passafiume                


Name: Philip E. Passafiume
		
	Title:  
	Director, Fixed Income






STATE FARM LIFE INSURANCE COMPANY,
as a Purchaser




		
	By
	 /s/ Jeffrey Attwood                    


Name: Jeffrey Attwood
		
	Title:  
	Investment Professional




		
	By
	 /s/ Rebekah L. Holt                    


Name: Rebekah L. Holt
		
	Title:  
	Investment Professional




STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY,
as a Purchaser




		
	By
	 /s/ Jeffrey Attwood                    


Name: Jeffrey Attwood
		
	Title:  
	Investment Professional




		
	By
	 /s/ Rebekah L. Holt                    


Name: Rebekah L. Holt
		
	Title:  
	Investment Professional

















STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST, 
as a Purchaser




		
	By
	 /s/ Jeffrey Attwood                    


Name: Jeffrey Attwood
		
	Title:  
	Investment Professional




		
	By
	 /s/ Rebekah L. Holt                    


Name: Rebekah L. Holt
		
	Title:  
	Investment Professional






THRIVENT FINANCIAL FOR LUTHERANS,
as a Purchaser




		
	By
	 /s/ Martin Rosacker                    


Name: Martin Rosacker
		
	Title:  
	Managing Director