LINCOLN ELECTRIC HOLDINGS INC
EXHIBIT 10(R)
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<TYPE>EX-10.R
<SEQUENCE>4
<FILENAME>ex10-r.txt
<DESCRIPTION>EXHIBIT 10(R)
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<PAGE>   1
                                                                   Exhibit 10(r)

                                                                  EXECUTION COPY
                             AMENDMENT NUMBER ONE TO
                            THE BRIDGE LOAN AGREEMENT
                            -------------------------


                  This Amendment Number one to the Bridge Loan Agreement (this
"Amendment") is entered into as of July 20, 2000, by and among Lincoln Electric
Holdings, Inc., an Ohio corporation (the "Company"), J.P. Morgan Ventures
Corporation ("JPMVC"), as a Lender, as agent for the Holders, as joint lead
arranger and as joint lead bookrunner, and Credit Suisse First Boston ("CSFB"),
as a Lender, joint lead arranger, syndication agent and joint bookrunner.

                               W I T N E S S T H:
                               - - - - - - - - -

                  WHEREAS, the Company, The Lincoln Electric Company, Lincoln
Electric Global Limited, the domestic subsidiaries of the Company signatories
thereto, the foreign subsidiaries of the Company signatories thereto, the
financial institutions listed on the signature pages thereof, CSFB, as a joint
lead arranger, administrative agent, collateral agent and bookrunner, and JP
Morgan Securities, Inc., as a joint lead arranger and as syndication agent,
entered into that certain credit and guaranty agreement, dated as of April 25,
2000 (the "Credit Agreement");

                  WHEREAS, the Company, The Lincoln Electric Company, Lincoln
Electric Global Limited, the domestic subsidiaries of the Company signatories
thereto, the foreign subsidiaries of the Company signatories thereto, the
financial institutions listed on the signature pages thereof, CSFB, as a joint
lead arranger, administrative agent, collateral agent and bookrunner, JP Morgan
Securities, Inc., as a joint lead arranger, and Morgan Guaranty Trust Company of
New York, as syndication agent, have agreed to amend and restate the Credit
Agreement, dated the date hereof (as amended, restated, or otherwise modified
from time to time, the "Amended and Restated Credit Agreement");

                  WHEREAS, the parties hereto have entered into that certain
Bridge Loan Agreement, dated April 25, 2000 (the "Bridge Loan Agreement");

                  WHEREAS, the parties hereto have agreed to amend the Bridge
Loan Agreement in accordance to the terms and conditions hereof; and

                  WHEREAS, all capitalized terms used herein and not defined
herein shall have the meanings ascribed to them in the Bridge Loan Agreement, as
amended hereby.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and intending to be legally
bound hereby, the Company and the Lenders hereby agree as follows:

                  SECTION 1. AMENDMENTS TO THE DEFINITIONS. The following
definitions contained in SECTION 1.1 of the Bridge Loan Agreement are hereby
amended and restated in their entirety to read as follows:


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                  "Exchange Notes" shall mean the senior unsecured notes issued
                  by the Company at the request of any Holder pursuant to
                  SECTION 2.7 in such form as is customary for transactions of
                  this type and as may be approved by the Lenders.

                  "Credit Agreement" shall mean the amended and restated credit
                  agreement, dated July __, 2000, by and among the Company, The
                  Lincoln Electric Company, Lincoln Electric Global Limited, the
                  domestic subsidiaries of the Company signatories thereto, the
                  foreign subsidiaries of the Company signatories thereto, the
                  financial institutions listed on the signature pages thereof,
                  CSFB, as a joint lead arranger, administrative agent,
                  collateral agent and bookrunner, JP Morgan Securities, Inc.,
                  as a joint lead arranger and Morgan Guaranty Trust Company of
                  New York, as syndication agent, (as may be further amended,
                  restated, or otherwise modified from time to time).

                 SECTION 2. AMENDMENTS TO EXHIBIT A. The following terms
contained in EXHIBIT A of the Bridge Loan Agreement are hereby amended and
restated in their entirety to read as follows:

                  GUARANTEES: The obligations of the Company under the Exchange
                  Notes will be unconditionally guaranteed on a senior unsecured
                  basis by each existing and subsequently acquired or organized
                  subsidiary of the Company that issues a guarantee or becomes
                  an obligor under the Credit Agreement in respect of Domestic
                  Obligations.

                  RANK: Exchange Notes will be senior unsecured obligations of
                  the Company.

                  COVENANTS: Those typical for an indenture governing a
                  high-yield senior unsecured note issue, including a "change in
                  control" put provision, and, to the extent deemed reasonably
                  necessary by the Lenders and reasonably satisfactory to the
                  Company, certain covenants contained in the Agreement and the
                  other Loan Documents.

                  EVENTS OF DEFAULT: Those typical for an indenture governing a
                  high-yield senior unsecured note issue.

                  SECTION 3. MISCELLANEOUS.

                  (a)      Upon the effectiveness of this Amendment, each
         reference in the Bridge Loan Agreement to "this Agreement,"
         "hereunder," "herein," "hereof," or words of like import referring to
         the Agreement shall mean and refer to the Agreement as amended by this
         Amendment.


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<PAGE>   3
                  (b)      Upon the effectiveness of this Amendment, each
         reference in the Bridge Loan Agreement to "the Credit Agreement, as in
         effect on the date hereof" or words of like import referring to the
         Credit Agreement, as then effect shall mean and refer to the Amended
         and Restated Credit Agreement as in effect on the date hereof.

                  (c)      This Amendment and the rights and obligations of
         the parties hereunder and thereunder shall be construed in accordance
         with and be governed by the laws of the State of New York (without
         giving effect to the principles thereof relating to conflicts of law).

                  (d)      This Amendment may be executed in any number of
         counterparts and by different parties on separate counterparts, each of
         which, when executed and delivered, shall be deemed to be an original,
         and all of which, when taken together, shall constitute but one and the
         same Amendment. Delivery of an executed counterpart of this Amendment
         by telefacsimile shall be equally as effective as delivery of a
         manually executed counterpart of this Amendment. Any party delivering
         an executed counterpart of this Amendment by telefacsimile also shall
         deliver a manually executed counterpart of this Amendment, but the
         failure to deliver a manually executed counterpart shall no affect the
         validity, enforceability and binding effect of this Amendment.

                  [Remainder of Page Intentionally Left Blank]




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<PAGE>   4





                  IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                                  LINCOLN ELECTRIC HOLDINGS, INC.



                                  By:
                                      -----------------------------------
                                       Name:
                                       Title:

                                  Notice Address:



<PAGE>   5

                                  LENDERS:
                                  --------

                                  J.P. MORGAN VENTURES CORPORATION
                                  as a Lender



                                  By:
                                      -----------------------------------
                                      Name:
                                      Title:



                                  Notice Address:

                                  60 Wall Street
                                  New York, NY  10260
                                  Attention:


                                  CREDIT SUISSE FIRST BOSTON
                                  as a Lender



                                  By:
                                      -----------------------------------
                                      Name:
                                      Title:



                                  By:
                                      -----------------------------------
                                      Name:
                                      Title:



                                  Notice Address:

                                  Eleven Madison Avenue
                                  New York, New York  10010
                                  Attention:




<PAGE>   6


                                  J.P. MORGAN VENTURES CORPORATION
                                  as Joint Lead Arranger, Agent and Joint
                                  Bookrunner



                                  By:
                                      -----------------------------------
                                      Name:
                                      Title:

                                  Notice Address:

                                  60 Wall Street
                                  New York, NY  10260
                                  Attention:



                                  CREDIT SUISSE FIRST BOSTON
                                  as Joint Lead Arranger, Syndication Agent
                                  and Joint Bookrunner



                                  By:
                                      -----------------------------------
                                      Name:
                                      Title:


                                  By:
                                      -----------------------------------
                                      Name:
                                      Title:

                                  Notice Address:

                                  Eleven Madison Avenue
                                  New York, New York  10010
                                  Attention:



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