exv4w1



 





Exhibit 4.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July
3, 2007 among AIRGAS, INC., a Delaware corporation (“Airgas” and also a
“Borrower”), AIRGAS CANADA INC., a Canada corporation, and RED-D-ARC LIMITED, an Ontario
corporation (each a “Canadian Borrower” and together with Airgas, the “Borrowers”),
the Guarantors signatory hereto, the Lenders signatory hereto BANK OF AMERICA, N.A., as
administrative agent for the Lenders (in such capacity, the “U.S. Agent”) and THE BANK OF
NOVA SCOTIA, as Canadian administrative agent for the Lenders (in such capacity, the “Canadian
Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Credit Agreement (as defined below).



RECITALS




     WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agents are parties to that certain
Credit Agreement dated as of July 25, 2006 (the “Credit Agreement”).



     WHEREAS, Airgas intends to convert certain shares of Capital Stock of National Welders Supply
Company, Inc., a North Carolina corporation (“National Welders”), into shares of Capital
Stock of Airgas at which point National Welders shall become a Subsidiary of Airgas (the
“Transaction”).



     WHEREAS, National Welders is a borrower under that certain $100 million credit agreement among
National Welders, Bank of America, N.A., Wachovia Bank, National Association and Branch Banking and
Trust Company (the “NWS Credit Agreement”).



     WHEREAS, the Required Lenders have agreed to amend certain terms of the Credit Agreement on
the terms, and subject to the conditions, set forth below.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



AGREEMENT




     1. Amendments to Credit Agreement. The following amendments shall become effective
immediately upon the consummation of the Transaction:



     (a) Section 2.1 (U.S. Revolving Loans).




     (i) Section 2.1 of the Credit Agreement is amended by replacing “NINE HUNDRED SIXTY-SIX
MILLION U.S. DOLLARS ($966,000,000)” with the following:




     “ONE BILLION SIXTY-SIX MILLION U.S. DOLLARS ($1,066,000,000)”




(b) Schedule 2.1(a) (Lenders and Commitments). Schedule 2.1(a) is amended and
restated in its entirety as attached hereto.



     2. Additional Agreements of the Credit Parties. The Credit Parties covenant to the
Agents and the Lenders that the NWS Credit Agreement will be terminated and repaid
contemporaneously with the consummation of the Transaction. Failure to comply with this covenant
shall be deemed an Event of Default under the Credit Agreement. Furthermore, the Credit Parties
shall (a) cause National Welders to



 









 







become a U.S. Subsidiary Guarantor pursuant to Section 7.12 of the Credit Agreement
and (b) pledge the Capital Stock of National Welders to the Collateral Agent pursuant to
Section 7.13 of the Credit Agreement.



     3. Letters of Credit. The parties hereto agree that the letters of credit identified
on Annex 1 attached hereto shall be deemed to be U.S. Letters of Credit, and from and after
the date of this Amendment shall be subject to and governed by the terms and conditions of the
Credit Agreement.



     4. Effectiveness; Conditions Precedent. This Amendment shall become effective upon
receipt by the Agents of the following:




     (a) copies of this Amendment duly executed by the Credit Parties and the Required
Lenders; and




     (b) copies of certified resolutions for Airgas approving the increase in the U.S.
Revolving Committed Amount.



     5. Construction. This Amendment is a Credit Document executed pursuant to the Credit
Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and
applied in accordance with the terms and provisions of the Credit Agreement.



     6. Representations and Warranties. Each Credit Party hereby represents and warrants
that (i) each Credit Party that is party to this Amendment: (a) has the requisite corporate power
and authority to execute, deliver and perform this Amendment, as applicable and (b) is duly
authorized to, and has been authorized by all necessary corporate action, to execute, deliver and
perform this Amendment, (ii) the representations and warranties contained in Article VI of
the Credit Agreement are true and correct in all material respects on and as of the date hereof
upon giving effect to this Amendment as though made on and as of such date (except for those which
expressly relate to an earlier date) and (iii) no Default or Event of Default exists under the
Credit Agreement on and as of the date hereof upon giving effect to this Amendment.



     7. Acknowledgment. The Guarantors acknowledge and consent to all of the terms and
conditions of this Amendment and agree that this Amendment does not operate to reduce or discharge
the Guarantors’ obligations under the Credit Agreement or the other Credit Documents. The
Guarantors further acknowledge and agree that the Guarantors have no claims, counterclaims,
offsets, or defenses to the Credit Documents and the performance of the Guarantors’ obligations
thereunder or if the Guarantors did have any such claims, counterclaims, offsets or defenses to the
Credit Documents or any transaction related to the Credit Documents, the same are hereby waived,
relinquished and released in consideration of the Lenders’ execution and delivery of this
Amendment.



     8. Counterparts. This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.



     9. Binding Effect. This Amendment, the Credit Agreement and the other Credit
Documents embody the entire agreement between the parties and supersede all prior agreements and
understandings, if any, relating to the subject matter hereof. These Credit Documents represent
the final agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. Except as expressly modified and
amended in this Amendment, all the terms, provisions and conditions of the Credit Documents shall
remain unchanged and shall continue in full force and effect.



 









 





     10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



     11. Severability. If any provision of this Amendment is determined to be illegal,
invalid or unenforceable, such provision shall be fully severable and the remaining provisions
shall remain in full force and effect and shall be construed without giving effect to the illegal,
invalid or unenforceable provisions.



[remainder of page intentionally left blank]




 









 








     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered and this Amendment shall be effective as of the date first above
written.



	 	 	 	 	 
	BORROWERS: 	AIRGAS, INC.

 	 
	 	By:  	/s/ Jospeh C. Sullivan
 	 
	 	 	Name:  	Josep C. Sullivan 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	AIRGAS CANADA INC.

 	 
	 	By:  	/s/ Thomas M. Smyth
 	 
	 	 	Name:  	Thomas M. Smyth 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	RED-D-ARC LIMITED

 	 
	 	By:  	/s/ Thomas M. Smyth
 	 
	 	 	Name:  	Thomas M. Smyth 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	U.S. SUBSIDIARY GUARANTORS: 	AIRGAS-EAST, INC.

AIRGAS-GREAT LAKES, INC.

AIRGAS-MID AMERICA, INC.

AIRGAS-NORTH CENTRAL, INC.

AIRGAS-SOUTH, INC.

AIRGAS-GULF STATES, INC.

AIRGAS-INTERMOUNTAIN, INC.

AIRGAS-MID SOUTH, INC.

AIRGAS-NORPAC, INC.

AIRGAS-NORTHERN CALIFORNIA & NEVADA, INC.

AIRGAS-SOUTHWEST, INC.

AIRGAS-WEST, INC.

AIRGAS-SAFETY, INC.

AIRGAS CARBONIC, INC.

AIRGAS SPECIALTY GASES, INC.

NITROUS OXIDE CORP.

RED-D-ARC, INC.

AIRGAS DATA, LLC

AIRGAS GASPRO, INC.

MISSOURI RIVER HOLDINGS, INC.

AIRGAS INVESTMENTS, INC.

AIRGAS SPECIALTY PRODUCTS, INC.

CO2 DIRECT, INC.

WORLDWIDE WELDING, INC.,

AIRGAS MERCHANT HOLDINGS, INC.

AIRGAS MERCHANT GASES, LLC,

 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/ Thomas M. Smyth
 	 
	 	 	Name:  	Thomas M. Smyth 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	CANADIAN SUBSIDIARY GUARANTORS: 	AIRGAS, S.A. DE C.V.

RED-D-ARC, S.A. DE C.V.

AIRGAS WEST, S.A. DE C.V.

 	 
	 	By:  	/s/ Joseph C. Sullivan
 	 
	 	 	Name:  	Joseph C. Sullivan 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	U.S. AGENT: 	BANK OF AMERICA, N.A.,

 	 
	 	By:  	/s/ Gary Gordon Flieger
 	 
	 	 	Name:  	Gary Gordon Flieger 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	CANADIAN AGENT: 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ James J. Rhee
 	 
	 	 	Name:  	James J. Rhee 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	LENDERS: 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Colleen M. Briscoe
 	 
	 	 	Name:  	Colleen M. Briscoe 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A. (CANADA BRANCH)

 	 
	 	By:  	/s/ Nelson Lam
 	 
	 	 	Name:  	Nelson Lam 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK

 	 
	 	By:  	/s/ Roger Grossman
 	 
	 	 	Name:  	Roger Grossman 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI

UFJ, LTD., NY BRANCH

 	 
	 	By:  	/s/ Maria Ferradas
 	 
	 	 	Name:  	Maria Ferradas 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIZENS BANK

 	 
	 	By:  	/s/ Devon Starks
 	 
	 	 	Name:  	Devon Starks 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK , N.A.

 	 
	 	By:  	/s/ Lee P. Brennan
 	 
	 	 	Name:  	Lee P. Brennan 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK , N.A., TORONTO

 	 
	 	By:  	/s/ Michael N. Tam
 	 
	 	 	Name:  	Michael N. Tam 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, N.A.

 	 
	 	By:  	/s/ Anne Sheahan
 	 
	 	 	Name:  	Anne Sheahan 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PNC BANK NA

 	 
	 	By:  	/s/ Meredith Jemann
 	 
	 	 	Name:  	Meredith Jemann 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Brian S. Allen
 	 
	 	 	Name:  	Brian S. Allen 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MELLON BANK, N.A.

 	 
	 	By:  	/s/ William M. Feathers
 	 
	 	 	Name:  	William M. Feathers 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK

 	 
	 	By:  	/s/ Donna J. Ernhart
 	 
	 	 	Name:  	Donna J. Ernhart 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	BANK OF HAWAII 

 	 
	 	By:  	/s/ Terri L. Okada
 	 
	 	 	Name:  	Terri L. Okada 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CALYON, NEW YORK BRANCH

 	 
	 	By:  	/s/ Michael Madnick
 	 
	 	 	Name:  	Michael Madnick 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                        /s/ Yuri Muzichenko
 	 
	 	 	Name:  	Yuri Muzichenko 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.

 	 
	 	By:  	/s/ Douglas Tansey
 	 
	 	 	Name:  	Douglas Tansey 	 
	 	 	Title:  	Authorized Signator 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORP.,

NEW YORK

 	 
	 	By:  	/s/ David A Buck
 	 
	 	 	Name:  	David A. Buck 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BRANCH BANKING AND TRUST CO.

 	 
	 	By:  	/s/ Troy R. Weaver
 	 
	 	 	Name:  	Troy R. Weaver 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK LEUMI USA

 	 
	 	By:  	/s/ Joung Hee Hong
 	 
	 	 	Name:  	Joung Hee Hong 	 
	 	 	Title:  	First Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	/s/ Nicholas Bell
 	 
	 	 	Name:  	Nicholas Bell 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LASALLE BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Nick Lotz
 	 
	 	 	Name:  	Nick Lotz 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/ William C. Wasburn, Jr.
 	 
	 	 	Name:  	William C. Wasburn, Jr. 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMMERZBANK AG, NEW YORK AND

GRAND CAYMAN BRANCHES

 	 
	 	By:  	/s/ Karsten Duhn
 	 
	 	 	Name:  	Karsten Duhn 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIFTH THIRD BANK

 	 
	 	By:  	/s/ Sean Devillers
 	 
	 	 	Name:  	Sean Devillers 	 
	 	 	Title:  	Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FORTIS CAPITAL CORP.

 	 
	 	By:  	/s/ John W. Deegan
 	 
	 	 	Name:  	John W. Deegan 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Collen Glackin
 	 
	 	 	Name:  	Collen Glackin 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ James R. Bednark
 	 
	 	 	Name:  	James R. Bednark 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REGIONS BANK

 	 
	 	By:  	/s/ David L. Waller
 	 
	 	 	Name:  	David L. Waller 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	US BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Michael P. Dickman
 	 
	 	 	Name:  	Michael P. Dickman 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Richard C. Hampson
 	 
	 	 	Name:  	Richard C. Hampson 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NORTH FORK BANK

 	 
	 	By:  	/s/ Philip Davi
 	 
	 	 	Name:  	Philip Davi 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PEOPLE’S BANK

 	 
	 	By:  	/s/ George F. Faik
 	 
	 	 	Name:  	George F. Faik 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	E. SUN COMMERCIAL BANK., LTD.

LOS ANGELES BRANCH

 	 
	 	By:  	/s/ Benjamin Lin
 	 
	 	 	Name:  	Benjamin Lin 	 
	 	 	Title:  	Executive Vice President