EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of the 12th day of September, 2014, by and among: 
  

	 	(i)	LINCOLN ELECTRIC HOLDINGS, INC., an Ohio corporation; THE LINCOLN ELECTRIC COMPANY, an Ohio corporation; LINCOLN ELECTRIC INTERNATIONAL HOLDING COMPANY, a Delaware corporation; J.W. HARRIS CO., INC., an Ohio
corporation; TECHALLOY, INC., a Delaware corporation; WAYNE TRAIL TECHNOLOGIES, INC., an Ohio corporation; and LINCOLN GLOBAL, INC., a Delaware corporation (each a “Borrower” and, collectively, the “Borrowers”);


  

	 	(ii)	the LENDERS party hereto (collectively, the “Lenders”); 

  

	 	(iii)	KEYBANK NATIONAL ASSOCIATION, a national banking association, in its capacity as letter of credit issuer and its successors and assigns (in such capacity, the “Letter of Credit Issuer”); and 


 

	 	(iv)	KEYBANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Agent”). 


Recitals: 
 A. The
Borrowers, the Lenders, and the Agent are the parties to that certain Amended and Restated Credit Agreement dated as of July 26, 2012 (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Credit Agreement. 
 B. As of the close of business on September 11, 2014, the aggregate
unpaid principal balance of the Revolving Credit Loans was $-0-; and the aggregate Risk Participation Exposure was $-0-. 
 C. The Borrowers
have requested the Lenders, the Letter of Credit Issuer and the Agent to (i) extend the maturity of the Revolving Credit Facility, (ii) increase the Total Commitment Amount to $400,000,000, and (iii) agree to certain other amendments
to the Credit Agreement. 







 D. Subject to the terms and conditions of this First Amendment, the Lenders, the Letter of Credit
Issuer and the Agent have agreed to grant such requests. 
 Agreements: 

NOW, THEREFORE, in consideration of the foregoing Recitals and of the mutual agreements hereinafter set forth, the parties hereby agree as
follows: 
 1.     Amendments to Credit Agreement. Subject to the terms, conditions and limitations of this First
Amendment, including, without limitation, Section 2, below: 
 (A)    The definitions of “Commitment
Period”, “LIBOR” and “Total Commitment Amount” in Section 1.1 (Definitions) of the Credit Agreement are hereby amended and restated in their entirety to provide, respectively, as follows: 

“Commitment Period” shall mean the period from (i) the Restatement Date to
(ii) September 12, 2019, or such earlier date on which the Commitments are terminated pursuant to the terms hereof; provided that if such date is not a Banking Day, the last day of the Commitment Period shall be the Banking Day that
immediately precedes such date. 
 *        *        * 

“LIBOR” shall mean, with respect to any LIBOR Loan for the Interest Period applicable to such LIBOR Loan, the
greater of (i) zero percent (0.00%) per annum and (ii) the per annum rate of interest, determined by the Agent in accordance with its usual procedures (which determination shall be conclusive and binding absent manifest error) as of
approximately 11:00 a.m. (London time) two (2) Banking Days prior to the beginning of such Interest Period pertaining to such LIBOR Loan, equal to the London Interbank Offered Rate, as published by Bloomberg (or, if Bloomberg does not publish
the London Interbank Offered Rate, such other commercially available source providing quotations of such London Interbank Offered Rate as reasonably designated by the Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market), having a maturity comparable to such Interest Period. In the event that such a rate quotation is not available for such Interest Period for any reason, then, subject to clause
(i) of the immediately preceding sentence, LIBOR for such period shall be a comparable replacement rate determined by the Agent in its good faith commercial judgment at such time. 

*        *        * 

  
 2 








 “Total Commitment Amount” shall mean the aggregate amount of the
Commitments of all of the Lenders, which aggregate amount as of the First Amendment Effective Date is Four Hundred Million Dollars ($400,000,000), as such amount may be increased or reduced pursuant to the provisions of this Agreement. 

(B)    By way of clarification and not limitation, the Facility Fees shall commence to accrue reflecting the increased
Commitments as of the First Amendment Effective Date (defined below) and (together with the Facility Fees accrued and unpaid prior to the First Amendment Effective Date) shall be payable on the Quarterly Payment Date next following the First
Amendment Effective Date. 
 (C)    The following sentence is hereby added to the end of the definition of
“Obligations” in Section 1.1 (Definitions) of the Credit Agreement: 
 With respect to any above-described indebtedness or
obligations under any so-called ‘hedge’, ‘swap’, ‘collar’, ‘cap’ or similar interest rate or currency fluctuation protection agreements hereafter constituting one or more of the Loan Documents pursuant to a
writing signed by the Borrowers, the Agent and the Majority Lenders, such Loan Documents (which may include an amendment to this Agreement executed and delivered by the Agent, the Borrowers and the Majority Lenders) shall contain such provisions
relating to such indebtedness or obligations under any so-called ‘hedge’, ‘swap’, ‘collar’, ‘cap’ or similar interest rate or currency fluctuation protection agreements as the Agent reasonably deems necessary
or appropriate to cause this Agreement and the other Loan Documents to conform to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith. 
 (D)    The following defined term is hereby added to Section 1.1 (Definitions) of the Credit
Agreement in the appropriate alphabetical order: 
 “First Amendment Effective Date” has the meaning
specified in the First Amendment to Amended and Restated Credit Agreement dated as of September 12, 2014 among the parties to this Agreement as of such date. 

(E)    Paragraph (i) of Section 3.1(c) (Notes) of the Credit Agreement is hereby amended and restated in its
entirety to provide as follows: 
 (i) The obligation of the Borrowers to repay Revolving Credit Loans made by each Lender in
respect of the Revolving Credit Facility and to pay interest thereon shall be evidenced by a Revolving Credit Note of the Borrowers substantially in the form of Exhibit A hereto (or, as applicable, a restatement or replacement of a prior Revolving
Credit Note), with appropriate insertions for such Lender’s name, face amount, date and the like, and payable to the order of such Lender on the last day of the Commitment Period, in the principal amount of its Commitment. 

  
 3 








 (F)    Section 10.5 of the Credit Agreement is hereby amended by
deleting the reference to the date “December 31, 2011” in each place it appears therein and replacing it in each place with a reference to the date “December 31, 2013.” 

(G)    Annex A (Commitments of the Lenders) to the Credit Agreement is hereby amended and restated in its entirety by the
Amended and Restated Annex A attached as Attachment 1 to this First Amendment and incorporated herein by reference. 

(H)    Schedules 9.2, 9.4, 10.1 and 10.3 to the Credit Agreement are hereby amended and restated in their entirety by the
Amended and Restated Schedules 9.2, 9.4, 10.1 and 10.3 attached as Attachments 2, 3, 4 and 5, respectively, to this First Amendment and incorporated herein by reference. 

2.    First Amendment Effective Date; Conditions Precedent; Certifications. 

(A)    Conditions Precedent. The amendments provided for in Section 1, above, shall not be effective unless
and until the Borrowers have satisfied all of the following conditions precedent (the date on which such effectiveness occurs being the “First Amendment Effective Date”): 

(i) Each Borrower and each Lender shall have executed and delivered this First Amendment; 

(ii) The certifications of the Borrowers contained in clauses (i) and (ii) of paragraph (B) of this Section 2 shall be true
and correct as of the First Amendment Effective Date, and the Borrowers shall have executed and delivered to the Agent a certificate to that effect dated as of the First Amendment Effective Date and otherwise in form and substance reasonably
satisfactory to the Agent; 

  
 4 








 (iii) The certifications of the Borrowers contained in clause (iii) of paragraph (B) of
this Section 2 shall be true and correct as of the First Amendment Effective Date, and the secretary or an assistant secretary of each Borrower shall have executed and delivered to the Agent a certificate to that effect dated as of the First
Amendment Effective Date, attached to which certificate shall be (a) the resolutions of its board of directors (or equivalent body otherwise named) authorizing the execution, delivery and performance of this First Amendment and performance of
the Credit Agreement, as modified hereby, and (b) the names and signatures of the officers of such Borrower executing or attesting to this First Amendment, and which otherwise shall be in form and substance reasonably satisfactory to the Agent;

 (iv) Each Borrower shall have delivered to the Agent (a) its articles of incorporation (or equivalent document otherwise named) or a
certification of its secretary or an assistant secretary to the effect that the same have not been modified since the Restatement Date, (b) a certificate of good standing for such Borrower, in each case certified by the office of the Secretary
of State or other similar official of the state of incorporation or formation of such Borrower, and (c) a certificate of qualification to transact business as a foreign corporation or other entity in every other state where such Borrower’s
failure so to qualify reasonably would be expected to have a Material Adverse Effect; 
 (v) The Borrowers shall have executed and delivered
to the Agent (for further delivery to each Lender) an amended and restated Revolving Credit Note reflecting such Lender’s increased Commitment; 

(vi) The Borrowers shall have caused their counsel to deliver favorable legal opinions in favor of the Lenders, the Letter of Credit Issuer
and the Agent, all in form and substance reasonably satisfactory to the Agent; 
 (vii) The Borrowers shall have (a) paid to the Agent,
in immediately available funds, for the ratable benefit of the Lenders upfront fees in the aggregate amount of $305,000 (that is, $38,125 for each Lender) and (b) reimbursed the Agent for all reasonable costs and expenses incurred by the Agent
and invoiced pursuant to Section 15.4 of the Credit Agreement, including those described in Section 7(A) of this First Amendment; and 

  
 5 








 (viii) The Borrowers shall have executed and delivered such other documents and certificates and
shall have taken such other actions as the Agent may reasonably request of the Borrowers; 
 provided, however, that if the First Amendment Effective
Date has not occurred by the close of business on September 30, 2014, this First Amendment shall be deemed rescinded by the parties and of no further effect. The Agent shall advise Holdings and the Lenders promptly upon the satisfaction of the
foregoing conditions and of the date of the First Amendment Effective Date. 
 (B)    Loan Party Certifications.
Each Borrower hereby certifies, represents and warrants to each Lender, the Letter of Credit Issuer and the Agent that, as of the First Amendment Effective Date, and after giving effect to the modifications provided for in Section 1, above,
(i) the representations and warranties of the Borrowers contained in the Credit Agreement and this First Amendment are true and correct in all material respects as though made on and as of such date (except for representations and warranties
that expressly relate solely to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); (ii) no event or condition has occurred and is continuing that
constitutes an Incipient Default or Event of Default; and (iii) the execution and delivery of this First Amendment by each Borrower have been approved by all necessary corporate or company action of such Borrower’s board of directors (or
equivalent body otherwise named). 
 3.    No Other Modifications. Except as expressly provided in this First
Amendment, all of the terms and conditions of the Credit Agreement and the other Loan Documents remain unchanged and in full force and effect. 

  
 6 








 4.    Confirmation of Obligations. Each Borrower hereby affirms as of
the date hereof all of its respective Indebtedness and other Obligations to each of the Lender Parties under and pursuant to the Credit Agreement and each of the other Loan Documents and that such Indebtedness and other Obligations are owed to each
of the Lender Parties according to their respective terms. Each Borrower hereby affirms as of the date hereof that there are no claims or defenses to the enforcement by the Lender Parties of the Indebtedness and other Obligations of such Borrower to
each of them under and pursuant to the Credit Agreement or any of the other Loan Documents. 
 5.    Governing Law;
Binding Effect. This First Amendment shall be governed by and construed in accordance with the Laws of the State of Ohio, without regard to principles of conflicts of laws that would permit the application of the Laws of another jurisdiction,
and shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Letter of Credit Issuer and the Agent and their respective successors and assigns. 

6.    Counterparts. This First Amendment may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this First
Amendment by delivering by facsimile or email transmission a signature page of this First Amendment signed by such party, and any such facsimile or email signature shall be treated in all respects as having the same effect as an original signature.
Any party delivering by facsimile or email transmission a counterpart executed by it shall promptly thereafter also deliver a manually signed counterpart of this First Amendment. 

7.    Miscellaneous. 

(A)    Agent Expenses. The Borrowers agree to pay upon invoice all reasonable and documented costs and expenses of
the Agent, including reasonable fees and out-of-pocket expenses of Squire Patton Boggs (US) LLP, incurred in connection with the preparation, execution and delivery of this First Amendment. 

  
 7 








 (B)    Loan Document. Upon the effectiveness of this First Amendment,
(i) this First Amendment shall be a Loan Document; and (ii) each reference in the Credit Agreement to “this Agreement,” “hereunder” or words of like import, and each reference in the other Loan Documents to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by this First Amendment. 

(C)    Severability. The invalidity, illegality, or unenforceability of any provision in or Obligation under this
First Amendment in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this First Amendment or of such provision or obligation in any other jurisdiction. 

(D)    Time of Essence. Time is of the essence in the payment and performance of each of the Obligations of the
Borrowers hereunder and with respect to all conditions to be satisfied by the Borrowers. 
 (E)    Further
Assurances. Each Borrower agrees to take all further actions and execute all further documents as the Agent may from time to time reasonably request to carry out the transactions contemplated by this First Amendment and all other agreements
executed and delivered in connection herewith. 
 (F)    Assignments; No Third Party Beneficiaries. This First
Amendment shall be binding upon and inure to the benefit of the Borrowers, the Agent, the Letter of Credit Issuer and the Lenders and their respective successors and permitted assigns; provided, however, that no Borrower may delegate any of
its duties hereunder or under any other Loan Documents and may not assign any of its rights or remedies set forth in this First Amendment and the other Loan Documents. No Person other than the parties hereto shall have any rights hereunder or be
entitled to rely on this First Amendment and all third-party beneficiary rights are hereby expressly disclaimed. 

  
 8 








 (G)    Final Agreement. This First Amendment, the Credit Agreement,
the other Loan Documents, and the other written agreements, instruments, and documents entered into in connection herewith and therewith (collectively, the “Borrower/Lender Documents”) set forth in full the terms of agreement between the
parties and are intended as the full, complete, and exclusive contract governing the relationship between the parties, superseding all other discussions, promises, representations, warranties, agreements, and understandings between or among the
parties with respect thereto. No term of the Borrower/Lender Documents may be modified or amended, nor may any rights thereunder be waived, except in accordance with the respective terms thereof. Any waiver of any condition in, or breach of, any of
the Borrower/Lender Documents in a particular instance shall not operate as a waiver of other or subsequent conditions or breaches of the same or a different kind. The Agent’s, the Letter of Credit Issuer’s or any Lender’s exercise or
failure to exercise any rights or remedies under any of the Borrower/Lender Documents in a particular instance shall not operate as a waiver of its right to exercise the same or different rights and remedies in any other instances. There are no oral
agreements between or among any or all of the parties hereto with respect to the subject matter of the Borrower/Lender Documents. 

(H)    Joint and Several. The Obligations of the Borrowers hereunder are joint and several, all as more fully set
forth in Article 16 of the Credit Agreement. 
 8.    Waiver of Jury Trial. EACH OF THE PARTIES TO THIS FIRST
AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS FIRST AMENDMENT, THE


  
 9 








 
OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OR ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS FIRST AMENDMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATION IN THIS SECTION. 
 [No additional provisions are on this page; the page next following is
a signature page.] 

  
 10 








 IN WITNESS WHEREOF, the Borrowers, the Lenders, the Letter of Credit Issuer, and the Agent have
hereunto set their hands as of the date first above written. 
 BORROWERS 
  

			
	LINCOLN ELECTRIC HOLDINGS, INC.
		
	By	 	/s/ Christopher L. Mapes
		 	Christopher L. Mapes, Chairman,
		 	President and Chief Executive Officer
		
	 And
	 	/s/ Vincent K. Petrella
		 	 Vincent K. Petrella, Executive Vice

President, CFO and Treasurer

	
	THE LINCOLN ELECTRIC COMPANY
		
	By	 	/s/ Christopher L. Mapes
		 	Christopher L. Mapes, Chief Executive Officer
		
	 And
	 	/s/ Paul R. Klingensmith
		 	Paul R. Klingensmith, Treasurer
	
	 LINCOLN ELECTRIC INTERNATIONAL

HOLDING COMPANY

		
	By	 	/s/ Vincent K. Petrella
		 	Vincent K. Petrella, Treasurer
	
	J.W. HARRIS CO., INC.
		
	By	 	/s/ Abe Aicholtz
		 	Abe Aicholtz, Treasurer


  
 11 









			
	LINCOLN GLOBAL, INC.
		
	By	 	/s/ Geoffrey P. Allman
		 	Geoffrey P. Allman, Treasurer
	
	TECHALLOY, INC.
		
	By	 	/s/ Geoffrey P. Allman
		 	Geoffrey P. Allman, Treasurer
	
	WAYNE TRAIL TECHNOLOGIES, INC.
		
	By	 	/s/ Geoffrey P. Allman
		 	Geoffrey P. Allman, Treasurer


  
 12 









			
	AGENT
	
	 KEYBANK NATIONAL ASSOCIATION,
 AS
AGENT

		
	By	 	/s/ Brian P. Fox
		 	Brian P. Fox, Vice President
	
	LETTER OF CREDIT ISSUER
	
	 KEYBANK NATIONAL ASSOCIATION,
 AS
LETTER OF CREDIT ISSUER

		
	By	 	/s/ Brian P. Fox
		 	Brian P. Fox, Vice President


  
 13 









			
	LENDERS
	
	BANK OF AMERICA, N.A.
		
	By	 	/s/ Robert Kling
		 	Robert Kling, Vice President - Senior Portfolio Management Officer


  
 14 









			
	THE BANK OF TOKYO - MITSUBISHI UFJ, LTD.
		
	 By
	 	/s/ Mark Maloney
		 	Mark Maloney, Authorized Signatory


  
 15 









			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By	 	/s/ Gregory R. Duval
		 	Gregory R. Duval, Vice President


  
 16 









			
	JPMORGAN CHASE BANK, N.A.
		
	By	 	/s/ Brendan Korb
		 	Brendan Korb, Vice President


  
 17 









			
	KEYBANK NATIONAL ASSOCIATION
		
	By	 	/s/ Brian P. Fox
		 	Brian P. Fox, Vice President


  
 18 









			
	THE NORTHERN TRUST COMPANY
		
	By	 	/s/ John DiLegge
		 	John DiLegge, Vice President


  
 19 









			
	PNC BANK, NATIONAL ASSOCIATION
		
	By	 	/s/ Joseph Moran
		 	Joseph Moran, Senior Vice President


  
 20 









			
	WELLS FARGO BANK, N.A.
		
	By	 	/s/ Nickolas R. Kepler
		 	Nickolas R. Kepler, Vice President


  
 21 








 ATTACHMENT 1 

to 
 First Amendment to Amended and
Restated Credit Agreement 
 AMENDED AND RESTATED 

ANNEX A 
 To Amended and
Restated Credit Agreement 
 dated July 26, 2012 among Lincoln Electric Holdings, Inc., et al., as amended 

 

					
	 Lender
	  	Amount of Commitment	 
	 Bank of America, N.A.
	  	$	50,000,000	  
	 The Bank of Tokyo – Mitsubishi UFJ, Ltd.
	  	$	50,000,000	  
	 HSBC Bank USA, National Association
	  	$	50,000,000	  
	 JPMorgan Chase Bank, N.A.
	  	$	50,000,000	  
	 KeyBank National Association
	  	$	50,000,000	  
	 The Northern Trust Company
	  	$	50,000,000	  
	 PNC Bank, National Association
	  	$	50,000,000	  
	 Wells Fargo Bank, N.A.
	  	$	50,000,000	  








 SCHEDULE 9.2 

Existing Investments 

Lincoln’s Joint Ventures 
  

									
	 Name
	  	 Jurisdiction
	  	 Owner
	  	Percentage
Ownership	 
	 A. B. Arriendos S.A.
	  	Chile	  	Inversiones LyL S.A.	  	 	50.00	% 
	 Burlington Automation Corp.
	  	Ontario	  	Lincoln Canada Holdings ULC	  	 	70.00	% 
	 Data Driven Robotics Inc.
	  	Ontario	  	Lincoln Canada Holdings ULC	  	 	70.00	% 
	 Inversiones LyL S.A.
	  	Chile	  	Lincoln Electric International Holding Company	  	 	50.00	% 
	 Kaynak Teknigi Sanayi ve Ticaret A.S.
	  	Turkey	  	Lincoln Electric France S.A.S.	  	 	50.00	% 
	 SYS Robot
	  	Turkey	  	Kaynak Teknigi Sanayi ve Ticaret A.S.	  	 	50	% 
	 Lincoln Electric Heli (Zhengzhou) Welding Materials Company Ltd.
	  	China	  	 Lincoln Electric Henan Investment Holdings LLC

Lincoln Electric Management (Shanghai) Co.,
Ltd.
	  	   
  
	 68.16 
 25.17
	 %  
 % 


 NOTES: 
 At December 31,
2013, the Lincoln Parties’ investment in joint ventures totaled approximately $26,618,000, as shown on the Consolidated Balance Sheet for Holdings and its Subsidiaries as of December 31, 2013, as contained in Holdings’ Form 10-K for
the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission. 







 Schedule 9.4—Existing Liens (as of 8/31/2014) 

 

													
	 Legal Entity
	  	 Creditor
	  	Amount	 	  	 Type
	  	Maturity	  	 Security

	 Lincoln Electric do Brasil
	  	Banco Itau	  	$	1,469,986	  	  	Letter Credit Guaranty	  	9/9/2015	  	Accounts Receivable
	 Electro Arco
	  	Sflag	  	$	61,083	  	  	Capital Lease	  	11/1/2013	  	Computer
	 Electro Arco
	  	Caixa Leasing e Factoring	  	$	133,259	  	  	Capital Lease	  	5/20/2012	  	Porto Warehouse Building
	 Burlington Automation
	  	Jetco Services	  	$	472,543	  	  	Capital Lease	  	8/2017	  	Equipment
	 Lincoln UK Ltd
	  	BNP Paribas	  	$	35,682	  	  	Capital Lease	  	7/2019	  	Equipment
	 Lincoln Electric Nanjing
	  	Nanjing Industrial Group	  	$	1,272,000	  	  	Mortgage	  		  	Mortgage secures pension obligation
	 Wayne Trails Technologies
	  	Ohio Air Quality Dev Authority	  	$	94,604	  	  	Security Interest	  	10/1/2015	  	Inventory & Receivables
	 All amounts USD
	  		  				  		  		  	








 SCHEDULE 10.1 

Existing Subsidiaries 
  

									
	 Name
	  	Jurisdiction	  	 Parent Company
	  	Percentage
Ownership	 
	 Arc Products, Inc.
	  	Delaware	  	Lincoln Electric Holdings, Inc.	  	 	100.00	% 
	 Burlington Automation Corporation
	  	Ontario	  	Lincoln Canada Holdings ULC	  	 	70.00	% 
	 Data Driven Robotics Inc.
	  	Ontario	  	Lincoln Canada Holdings ULC	  	 	70.00	% 
	 The Lincoln Electric Company
	  	Ohio	  	Lincoln Electric Holdings, Inc.	  	 	100.00	% 
	 Lincoln Electric Henan Investment Holdings LLC
	  	Delaware	  	Lincoln Electric International Holding Company	  	 	100.00	% 
	 Lincoln Electric International Holding Company
	  	Delaware	  	Lincoln Electric Holdings, Inc.	  	 	100.00	% 
	 Lincoln Electric North America, Inc.
	  	Delaware	  	Lincoln Electric International Holding Company	  	 	100.00	% 
	 Lincoln Electric Novo Holdings LLC
	  	Delaware	  	Lincoln Electric Europe B.V.	  	 	100.00	% 
	 Lincoln Global Holdings LLC
	  	Delaware	  	Lincoln Electric North America, Inc.	  	 	100.00	% 
	 Lincoln Global, Inc.
	  	Delaware	  	Lincoln Global Holdings LLC	  	 	100.00	% 
	 Lincoln Maquinas Holdings LLC
	  	Delaware	  	Lincoln Electric Luxembourg S.àr.l.	  	 	100.00	% 
	 Lincoln Singapore Holdings LLC
	  	Delaware	  	Lincoln Canada International Holdings LP	  	 	100.00	% 
	 Smart Force, LLC
	  	Delaware	  	J.W. Harris Co., Inc.	  	 	100.00	% 
	 Welding, Cutting, Tools & Accessories, LLC
	  	Delaware	  	J.W. Harris Co., Inc.	  	 	100.00	% 
	 Lincoln Electric Bester Sp. z.o.o.
	  	Poland	  	Lincoln Electric Luxembourg S.àr.l.	  	 	100.00	% 
	 Harris Calorific GmbH
	  	Germany	  	Lincoln Europe Holdings GmbH	  	 	100.00	% 
	 Harris Calorific Limited (Dormant)
	  	Ireland	  	Lincoln Electric Luxembourg S.àr.l.	  	 	100.00	% 
	 Harris Calorific International Sp. z.o.o.
	  	Poland	  	Lincoln Electric Luxembourg S.àr.l.	  	 	100.00	% 









									
	 Name
	  	Jurisdiction	  	 Parent Company
	  	Percentage
Ownership	 
	 Harris Calorific S.r.l.
	  	Italy	  	Lincoln Electric Italia S.r.l.	  	 	100.00	% 
	 Harris Euro Corp.
	  	Delaware	  	Lincoln Electric Holdings Inc.	  	 	100.00	% 
	 Harris Euro S.L.
	  	Spain	  	Harris Euro Corp.	  	 	100.00	% 
	 Harris Soldas Especiais S.A.
	  	Brazil	  	 Lincoln Electric Luxembourg S.àr.l.

Lincoln Electric International Holding Company
	  	 
  
	99.99
 0.01
	% 
 % 

	 J.W. Harris Co., Inc.
	  	Ohio	  	Lincoln Electric Holdings, Inc.	  	 	100.00	% 
	 J.W. Harris International LLC
	  	Ohio	  	Lincoln Electric Holdings, Inc.	  	 	100.00	% 
	 Lincoln Canada Holdings 3 ULC
	  	Nova Scotia	  	Lincoln Canada Holdings ULC	  	 	100.00	% 
	 Lincoln Canada Holdings ULC
	  	Nova Scotia	  	Lincoln Electric Holdings S.a.r.l.	  	 	100.00	% 
	 Lincoln Canada International Holdings LP
	  	Ont., Canada	  	 Lincoln Canada Holdings 3 ULC
 Lincoln Electric
Company of Canada GP Limited
	  	 
  
	99.004
 .996
	% 
 % 

	 LE Torreon BCS, S.de R.L. de C.V.
	  	Mexico	  	 Lincoln Electric Manufactura, S.A. de C.V.

Lincoln Electric Maquinas, S.de R.L. de C.V.
	  	 
  
	99.97
 0.03
	% 
 % 

	 LE Torreon WCS, S.de R.L. de C.V.
	  	Mexico	  	 Lincoln Electric Manufactura, S.A. de C.V.

Lincoln Electric Maquinas, S.de R.L. de C.V.
	  	 
  
	99.97
 .03
	% 
 % 

	 Lincoln Electric S.A.
	  	Argentina	  	 Lincoln Electric International Holding Company
	  	 
	68.8163
	% 

		  		  	 The Lincoln Electric Company
	  	 	31.1837	% 
	 Lincoln Electric Company (India) Private Limited
	  	India	  	 Lincoln Electric Cyprus Limited
 Lincoln
Electric Cyprus Holdings LLC
	  	 
  
	99.86
 0.14
	% 
 % 

	 The Lincoln Electric Company (Asia Pacific) Pte. Ltd.
	  	Singapore	  	Lincoln Singapore Holdings LLC	  	 	100.00	% 
	 The Lincoln Electric Company (Australia) Proprietary Limited
	  	Australia	  	Lincoln Electric International Holding Company	  	 	100.00	% 
	 Lincoln Electric Company of Canada GP Limited
	  	Ont., Canada	  	Lincoln Canada Holdings 3 ULC	  	 	100.00	% 









									
	 Name
	  	Jurisdiction	  	 Parent Company
	  	Percentage
Ownership	 
	 Lincoln Electric Company of Canada LP
	  	Ont., Canada	  	 Lincoln Canada International Holdings LP

Lincoln Electric Co. of Canada GP Limited
	  	 
  
	99.9
 .001
	% 
 % 

	 The Lincoln Electric Company (New Zealand) Limited
	  	New
Zealand	  	The Lincoln Electric Company (Australia) Pty. Ltd.	  	 	100.00	% 
	 The Lincoln Electric Company of South Africa (Pty) Ltd.
	  	South Africa	  	 The Lincoln Electric Company
 Lincoln Electric
International Holding Company
	  	 
  
	99.00
 1.00
	% 
 % 

	 Lincoln Electric do Brasil

Indústria e Comércio Ltda.
	  	Brazil	  	 Lincoln Electric Luxembourg S.ár.l.

Lincoln Canada International Holdings LP
	  	 
  
	37.64
 62.36
	% 
 % 

	 Lincoln Electric Cyprus Limited
	  	Cyprus	  	Lincoln Electric International Holding Company	  	 	100.00	% 
	 Lincoln Electric Cyprus Holdings LLC
	  	Delaware	  	Lincoln Electric Cyprus Limited	  	 	100.00	% 
	 Lincoln Electric Dutch Holdings B.V.
	  	The
Netherlands	  	Lincoln Electric International Holding Company	  	 	100.00	% 
	 Lincoln Electric Europe B.V.
	  	The
Netherlands	  	Lincoln Electric Dutch Holdings B.V.	  	 	100.00	% 
	 Lincoln Electric Europe, S.L.
	  	Spain	  	Lincoln Electric Iberia, S.L.	  	 	100.00	% 
	 Lincoln Electric Finance LP
	  	UK	  	 Lincoln Electric Luxembourg S.ar.l.
 Lincoln
Marquinas Holdings LLC
	  	 
  
	99.00
 1.00
	% 
 % 

	 Lincoln Electric France S.A.S.
	  	France	  	Lincoln Electric Europe B.V.	  	 	100.00	% 
	 Lincoln Electric Holdings S.a.r.l.
	  	Luxembourg	  	Lincoln Electric North America, Inc.	  	 	100.00	% 
	 The Lincoln Electric (Inner Mongolia)Welding Co., Ltd.
	  	Inner
Mongolia	  	The Lincoln Electric Company (Asia Pacific) Pte., Ltd.	  	 	70.00	% 
	 Lincoln Electric Luxembourg Holdings S.a.r.l.
	  	Luxembourg	  	 Lincoln Electric Holdings S.a.r.l.
 Lincoln
Electric North America, Inc.
	  	 
  
	90.00
 10.00
	% 
 % 

	 Lincoln Luxembourg Holdings S.a.r.l.
	  	Luxembourg	  	Lincoln Electric Luxembourg S.ar.l.	  	 	100	% 
	 Lincoln Electric Italia S.r.l.
	  	Italy	  	Lincoln Electric Luxembourg S.ár.l.	  	 	100.00	% 









									
	 Name
	  	Jurisdiction	  	 Parent Company
	  	Percentage
Ownership	 
	 Lincoln Electric Japan K.K.
	  	Japan	  	Lincoln Electric International Holding Company	  	 	100.00	% 
	 Lincoln Electric Luxembourg S.ár.l.
	  	Luxembourg	  	 Lincoln Electric Luxembourg Holdings S.a.r.l.

Lincoln Electric France S.A.S.
	  	 
  
	99.88
 0.12
	% 
 % 

	 Lincoln Electric Management (Shanghai) Co., Ltd.
	  	China	  	The Lincoln Electric Company (Asia Pacific) Pte., Ltd.	  	 	100.00	% 
	 Lincoln Electric Manufactura, S.A. de C.V.
	  	Mexico	  	 Lincoln Mexico Holdings LLC
 The Lincoln
Electric Company
 Lincoln Electric International Holding Company
	  	 
  
  
	99.99
 0.05

0.05
	% 
 % 
 % 

	 Lincoln Electric Maquinas, S. de R.L. de C.V.
	  	Mexico	  	 Lincoln Electric Luxembourg S.ár.l.

Lincoln Maquinas Holdings LLC
	  	 
  
	99.9893
 .000080
	% 
 % 

	 Lincoln Electric Mexicana, S.A. de C.V.
	  	Mexico	  	 Lincoln Mexico Holdings LLC
 The Lincoln
Electric Company
	  	 
  
	99.99
 0.01
	% 
 % 

	 Lincoln Mexico Holdings LLC
	  	Delaware	  	Lincoln Luxembourg Holdings S.ár.l.	  	 	100.00	% 
	 Lincoln Electric UK Holdings Limited
	  	England	  	Lincoln Electric Luxembourg S.ár.l.	  	 	100.00	% 
	 Lincoln Electric (U.K.) Limited
	  	England	  	Lincoln Electric UK Holdings Limited	  	 	100.00	% 
	 Lincoln Electric Venezuela, C.A. (Dormant)
	  	Venezuela	  	Lincoln Electric International Holding Company	  	 	100.00	% 
	 Lincoln Electric Iberia, S.L.
	  	Spain	  	 Lincoln Electric International Holding Company

Lincoln Electric Europe B.V.
	  	 
  
	91.76
 8.24
	% 
 % 

	 Metrode Products Limited
	  	England	  	Lincoln Electric UK Holdings Limited	  	 	100.00	% 
	 OAO Mezhgosmetiz – Mtsensk
	  	Russia	  	 OOO Torgovyi Dom Mezhgosmetiz
 ZAO MGM
Holdings
	  	 
  
	99.9999
 .0001
	% 
 % 

	 OOO Torgovyi Dom Mezhgosmetiz
	  	Russia	  	ZAO MGM Holdings	  	 	100.00	% 









									
	 Name
	  	Jurisdiction	  	 Parent Company
	  	Percentage
Ownership	 
	 ZAO MGM Holdings
	  	Russia	  	 Lincoln Electric Dutch Holdings B.V.
 Lincoln
Electric International Holding Company
	  	 
  
	99.50
 .50
	% 
 % 

	 OOO Severstal – metiz: Welding Consumables
	  	Russia	  	SSM RP Holding B.V.	  	 	100.00	% 
	 SSM RP Holding B.V.
	  	The
Netherlands	  	 Lincoln Electric Dutch Holdings B.V.
 Lincoln
Electric International Holding Company
	  	 
  
	99.99
 .01
	% 
 % 

	 The Nanjing Lincoln Electric Co. Ltd.
	  	China	  	Lincoln Nanjing Holdings LLC	  	 	100.00	% 
	 Lincoln Nanjing Holdings LLC
	  	Delaware	  	Lincoln Electric International Holding Company	  	 	100.00	% 
	 Lincoln Smitweld B.V.
	  	The
Netherlands	  	Lincoln Electric Europe B.V.	  	 	100.00	% 
	 Lincoln Soldaduras de Colombia Ltda.
	  	Colombia	  	 Lincoln Electric International Holding Company
	  	 
	95.00
	% 

		  		  	Lincoln Electric Holdings, Inc.	  	 	5.00	% 
	 Lincoln Soldaduras de Venezuela, C.A.
	  	Venezuela	  	Lincoln Electric Dutch Holdings B.V.	  	 	100.00	% 
	 PT Lincoln Electric Indonesia
	  	Indonesia	  	The Lincoln Electric Company (Asia Pacific) Pte. Ltd.	  	 	91.80	% 
	 PT Lincoln Indoweld
	  	Indonesia	  	 Lincoln Electric International Holding Company

Lincoln Electric North America, Inc.
	  	 
  
	99.00
 1.00
	% 
 % 

	 Lincoln Electric (Tangshan) Welding Materials Co., Ltd.
	  	China	  	Tenwell Development Pte., Ltd.	  	 	100.00	% 
	 Techalloy, Inc.
	  	Delaware	  	Lincoln Electric Holdings, Inc.	  	 	100.00	% 
	 The Shanghai Lincoln Electric Co. Ltd.
	  	China	  	The Lincoln Electric Company (Asia Pacific) Pte. Ltd.	  	 	92.50	% 
		  		  	Tenwell Development Pte. Ltd.	  	 	7.50	% 









									
	 Name
	  	Jurisdiction	  	 Parent Company
	  	Percentage
Ownership	 
	 Tenwell Development Pte. Ltd.
	  	Singapore	  	The Lincoln Electric Company (Asia Pacific) Pte. Ltd.	  	 	100.00	% 
	 Lincoln Electric (Jinzhou) Welding Materials Co., Ltd.
	  	China	  	Tenwell Development Pte. Ltd.	  	 	100.00	% 
	 Jinzhou Zheng Tai Welding and Metal Co., Ltd
	  	China	  	Tenwell Development Pte. Ltd.	  	 	100.00	% 
	 Lincoln Electric (Tangshan) Welding Materials Co., Ltd.
	  	China	  	Tenwell Development Pte. Ltd.	  	 	100.00	% 
	 Electro-Arco, S.A.
	  	Portugal	  	Lincoln Electric Novo Holdings LLC	  	 	100.00	% 
	 Uhrhan & Schwill Schweisstechnik GmbH
	  	Germany	  	 Lincoln Europe Holdings Gmbh
 Lincoln Electric
Europe BV
	  	 
  
	94
 6
	% 
 % 

	 Lincoln Europe Holdings Gmbh
	  	Germany	  	Lincoln Electric Iberia, S.L.	  	 	100.00	% 
	 Weartech International, Inc.
	  	California	  	Lincoln Electric North America, Inc.	  	 	100.00	% 
	 Weartech International Limited
	  	United
Kingdom	  	Weartech International, Inc.	  	 	100.00	% 
	 Wayne Trail Technologies, Inc.
	  	Ohio	  	Lincoln Electric Holdings, Inc.	  	 	100.00	% 
	 Burlington Automation Corporation
	  	Ontario	  	Lincoln Canada Holdings ULC	  	 	70.00	% 
	 Kaliburn, Inc.
	  	South
Carolina	  	Lincoln Electric Holdings	  	 	100	% 
	 Lincoln Canada Finance ULC
	  	Canada	  	Lincoln Canada Holdings ULC	  	 	100	% 
	 Lincoln Electric Cutting Systems, Inc.
	  	Delaware	  	Lincoln Electric Holdings	  	 	100	% 
	 Lincoln Electric Middle East FZE
	  	United
Arab
Emirates	  	Lincoln Electric Europe B.V.	  	 	100	% 
	 Robolution GmbH
	  	Germany	  	Lincoln Europe Holdings GmbH	  	 	100	% 
	 Tennessee Rand, Inc.
	  	Tennessee	  	Lincoln Electric Holdings, Inc.	  	 	100	% 









									
	 Name
	  	Jurisdiction	  	 Parent Company
	  	Percentage
Ownership	 
	 Lincoln Electric Heli (Zhengzhou) Welding Materials Company Ltd.
	  	China	  	 Lincoln Electric Henan Investment Holdings LLC
	  	 
	68.16
	% 

	  		  	 Lincoln Electric Management (Shanghai) Co., Ltd.
	  	 	25.17	% 
	 PythonX Automation Inc.
	  	Nevada	  	Burlington Automation Corporation	  	 	100	% 








 SCHEDULE 10.3 

LITIGATION; PROCEEDINGS 

Cross-reference is hereby made to the description of litigation contained in Holdings’ annual report on Form 10-K for the fiscal year ended
December 31, 2013 and quarterly report on Form 10-Q for the quarter ended June 30, 2014.