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CONFORMED COPY
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of November 19, 1993 among THE LINCOLN ELECTRIC
COMPANY (the "Borrower"), the BANKS listed on the signature pages hereof (the
"Banks") and SOCIETY NATIONAL BANK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of March 18, 1993 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as set
forth below.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. AMENDMENTS TO THE AGREEMENT. (a) Section 1.01 is
amended by the addition of the following new defined terms in their appropriate
alphabetical positions:
"Restructuring" means the restructuring of certain foreign operations
of the Company and its Subsidiaries as outlined by the Company to the
Banks in its November 1993 presentation in connection therewith.
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"Restructuring Subsidiaries" has the meaning set forth in Section
5.04.
(b) The definition of "EBIT" in Section 1.01 is amended by the
addition of the following subclause (D):
and (D) for any fiscal quarter ending on or before June 30, 1994,
restructuring charges taken in connection with the Restructuring.
(c) The definition of "Minimum Consolidated Tangible Net Worth" in
Section 1.01 is amended to read in its entirety as follows:
"Minimum Consolidated Tangible Net Worth" means (i) at any date prior
to June 30, 1994, $110,000,000; (ii) at any date on or after June 30, 1994
and prior to September 30, 1994, $115,000,000; (iii) at any date on or
after September 30, 1994 and prior to December 31, 1994, $120,000,000 and
(iv) at any date on or after December 31, 1994, the sum of (x)
$125,000,000 plus (y) for each fiscal quarter of the Company beginning
after December 31, 1994 and ending on or prior to such date for which the
consolidated net income of the Company and its Consolidated Subsidiaries
is positive, an amount equal to 50% of such consolidated net income.
(d) The table in Section 5.10 is revised to read in its entirety as
follows:
PERIOD RATIO
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October 1, 1993 - December 31, 1993 2.45 to 1
January 1, 1994 - March 31, 1994 2.25 to 1
April 1, 1994 - June 30, 1994 2.00 to 1
July 1, 1994 - December 31, 1994 1.85 to 1
January 1, 1995 - March 31, 1995 1.75 to 1
April 1, 1995 - June 30, 1995 1.50 to 1
July 1, 1995 and thereafter 1.35 to 1
(e) Section 5.04 is amended by the addition of the following further
PROVISO thereto:
and PROVIDED FURTHER that nothing in this Section 5.04 shall prohibit the
liquidation of Subsidiaries in Germany, Brazil, Venezuela and Japan in
connection with the Restructuring so long as none of such Subsidiaries is
at the time an Eligible Subsidiary ("Restructuring Subsidiaries").
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(f) Section 4.04(c) is amended by the addition of the following
clause at the end thereof:
or as disclosed in writing to the Banks in the Company's November 1993
presentation in connection with the Restructuring.
(g) Section 4.09 is amended by the addition of the phrase "(other
than Restructuring Subsidiaries)" immediately following the word "Subsidiaries"
therein.
SECTION 3. LIMITED WAIVER. The Banks hereby waive any Default or
Event of Default arising by reason of the Restructuring under Section 5.15(b)
with respect to the Company or under any of Sections 5.02, 5.03, 5.05, 5.14,
5.15(c) and 6.01 (e), (f), (g), (h) or (j) solely with respect to a
Restructuring Subsidiary. The foregoing waiver shall be limited precisely as
written, and shall not extend to any other Default or Event of Default, whether
arising by reason of the Restructuring or otherwise.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS; EFFECTIVENESS. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the date hereof when
the Agent shall have received duly executed counterparts hereof signed by the
Borrower and the Required Banks (or, in the case of any party as to which an
executed counterpart shall not have been received, the Agent shall have
received telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
THE LINCOLN ELECTRIC COMPANY
By /s/ Donald F. Hastings
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Title: Chairman and Chief
Executive Officer
By /s/ Ellis F. Smolik
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Title: Sr. Vice President, CFO
Secretary - Treasurer
SOCIETY NATIONAL BANK
By /s/ William J. Kysela
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Title: Vice President
ABN AMRO BANK N.V.
By /s/ Roy D. Hasbrook
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Title: Vice President
By /s/ Eelko Bronkhorst
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Title: Asst. Vice President
CIBC INC.
By /s/ John J. Mack
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Title: Vice President
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COMMERZBANK AKTIENGESELLSCHAFT
By /s/ Mark D. Monson
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Title: Asst. Vice President
By /s/ Anthony L. Giraldi
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Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By /s/ Sandra E. Horwitz
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Title: Authorized Signature
CREDIT LYONNAIS CHICAGO BRANCH
By /s/ Sandra E. Horwitz
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Title: Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ Deborah Slusarczyk
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Title: Vice President
By /s/ Robert Grella
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Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Timothy S. Broadbent
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Title: Vice President
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NBD BANK, N.A.
By /s/ Winifred S. Pinet
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Title: Vice President
NATIONAL CITY BANK
By /s/ W.J. Barlow McWilliams
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Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ Douglas K. Winget
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Title: Commercial Banking Officer
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