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[LOGO] LEONARD H. LILLARD, IV, CFA
Vice President
PRUDENTIAL CAPITAL GROUP
Two Prudential Plaza, Suite 5600
Chicago, Il 60601-6716
312 540-4216 Fax: 312 540-4222
EXHIBIT 4A
December 20, 1995
The Lincoln Electric Company
22801 St. Clair Avenue
Cleveland, Ohio 44117
Attention: Chief Financial Officer
Ladies and Gentlemen:
Reference is made to that certain Note Agreement dated November 20, 1991 (as
amended from time to time, the "Note Agreement") between The Lincoln Electric
Company, an Ohio corporation (the "Company"), and The Prudential Insurance
Company of America ("Prudential"), pursuant to which the Company issued and
sold and Prudential purchased the Company's 8.73% senior note in the original
principal amount of $75,000,000, due November 26, 2003 (the "Note"). Pursuant
to that certain letter agreement dated March 18, 1993, the interest rate on the
Note was increased to 8.98% per annum and, as of August 28, 1995, the interest
rate on the Note was returned to 8.73% per annum as described in more detail
below. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned to such terms in the Note Agreement.
The Company has advised Prudential that it proposes to enter into an Amended
and Restated Credit Agreement dated as of December 20, 1995 (the "Credit
Agreement") among the Company, the banks listed therein (the "Banks") and
Society National Bank, as agent (the "Agent"). In order to satisfy a condition
to closing under the Credit Agreement and the requirements of the Note
Agreement, the Company desires to modify the terms of the Note Agreement in
accordance with this letter. A copy of the Credit Agreement is attached hereto
as EXHIBIT E.
Pursuant to the request of the Company and in accordance with the provisions of
paragraph 11C of the Note Agreement, Prudential and the Company hereby agree as
follows:
SECTION 1. AMENDMENT. From and after the date this letter
becomes effective in accordance with its terms, the Note Agreement and the Note
are amended as follows:
1.1 REFERENCES TO BANK AGREEMENT AND CREDIT AGREEMENT. Paragraph
10B of the Note Agreement is amended to delete the defined terms "Bank
Agreement" and "Credit Agreement" appearing therein and to add thereto the
following definition in alphabetical order:
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The Lincoln Electric Company
December 20, 1995
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"BANK AGREEMENT" and "CREDIT AGREEMENT" shall mean
and refer to that certain Credit Agreement dated as of
December 20, 1995 among the Company, the banks listed therein
and Society National Bank, as agent.
1.2 CERTAIN COVENANTS. It is hereby acknowledged and agreed that
Sections 5.12 through 5.17 have been deleted from the Credit Agreement and
accordingly the Company shall not be required to comply with such deleted
sections of the Credit Agreement notwithstanding anything to the contrary set
forth in the letter agreement dated March 18, 1993 between the Company and
Prudential. It is further agreed and acknowledged that (i) the reference to
"Section 5.14" of the Credit Agreement contained in paragraph 6C(1) of the Note
Agreement shall mean and be a reference to "Section 5.09" of the Credit
Agreement and (ii) the reference to "Section 5.17" of the Credit Agreement
contained in subparagraph 7A(iii) of the Note Agreement shall mean and be a
reference to "Section 5.11" of the Credit Agreement.
1.3 RATE OF INTEREST. Effective as of August 28, 1995, the rate
of interest accruing on the indebtedness evidenced by the Note which is not
overdue was reduced to 8.73% per annum and the rate of interest accruing on
indebtedness evidenced by the Note which is overdue was reduced to 10.73% per
annum. Consequently, in order to fully effect the foregoing, (i) the
references to "8.98%" on the cover page of the Note Agreement AND in paragraph
1 of the Note Agreement AND each reference to "8.98%" appearing in the Note is
hereby deleted and a reference to "8.73%" is hereby substituted therefor and
(ii) the reference to "10.98%" appearing in the Note is hereby deleted and a
reference to "10.73%" is hereby substituted therefor.
1.4 SUBSTITUTION OF EXHIBIT E. The Note Agreement is hereby
amended to delete in its entirety Exhibit E attached thereto and substitute
therefor Exhibit E attached hereto.
SECTION 2. EFFECT OF CHANGES TO CREDIT AGREEMENT. All
references herein to sections of the Credit Agreement and the Company's
compliance with the terms thereof as required hereunder and under the Note
Agreement shall be based upon the Credit Agreement as in effect on December 20,
1995 without giving effect to any other amendment, waiver or other modification
of the Credit Agreement unless the Company shall have obtained the written
consent of the Required Holder(s) to any such amendment, waiver or
modification. No termination of the Credit Agreement in whole or in part shall
affect the continued applicability of the sections of the Credit Agreement
referred to herein.
SECTION 3. REPRESENTATION AND WARRANTY. The Company hereby
represents and warrants that this letter is a legally valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in effect relating
to creditors' rights generally or general principles of equity.
SECTION 4. CONDITIONS PRECEDENT. This letter shall become
effective only on the first date on which all of the following conditions
precedent shall have been satisfied:
(i) Prudential shall have received a duly executed counterpart of
this letter signed by the Company; and
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The Lincoln Electric Company
December 20, 1995
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(ii) Prudential shall have received a copy of the duly executed
Credit Agreement which Credit Agreement shall be in full force
and effect.
SECTION 5. GOVERNING LAW. This letter amendment shall be
governed by the internal laws and decisions of the State of Ohio.
[This space intentionally left blank]
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The Lincoln Electric Company
December 20, 1995
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SECTION 6. MISCELLANEOUS. Except as specifically set forth in
this letter, the Company's obligations under the Note Agreement and the Note
are neither altered nor amended, and all terms and conditions of the Note
Agreement and the Note remain in full force and effect. Upon the effectiveness
of this letter, each reference to the Note Agreement and the Note shall mean
and be a reference to the Note Agreement and the Note as amended by this
letter. This letter may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.
Sincerely,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Leonard H. Lillard
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Vice President
Acknowledged and Agreed:
THE LINCOLN ELECTRIC COMPANY
By: /s/ Donald F. Hastings
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Its: Chairman and
Chief Executive Officer
By: /s/ H. Jay Elliott
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Its: Vice President, Chief Financial Officer
and Treasurer