FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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 12^th day of September, 2014, by and among:

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.

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“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.

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“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.

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(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;

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(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

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(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.

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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.

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(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.

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(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

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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.]

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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

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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

SCHEDULE 9.2

Existing Investments

Lincoln’s Joint Ventures

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)

SCHEDULE 10.1

Existing Subsidiaries

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.