exhibit 10.17a


    
      
        AMENDMENT
          NO. 1 TO CREDIT AGREEMENT



    

    
      	
              Praxair,
                Inc. and Subsidiaries

            
	
              Exhibit
                10.17a

            





    AMENDMENT
      NO. 1 TO CREDIT AGREEMENT

     

    AMENDMENT
      dated as of February 15, 2006 (this "Amendment") to the Credit
      Agreement dated as of December 23, 2004 among Praxair, Inc., the Eligible
      Subsidiaries referred to therein, the Lenders party thereto, JPMorgan Chase
      Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication
      Agent
      and Citibank, N.A. and Credit Suisse First Boston LLC (formerly known as Credit
      Suisse First Boston) as Co-Documentation Agents (the
"Agreement").

     

    The
      parties hereto agree as follows:

     

    Section
      1.
      Defined
      Terms; References.
      Unless
      otherwise specifically defined herein, each term used herein that is defined
      in
      the Agreement has 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, after this Amendment becomes
      effective, refer to the Agreement as amended hereby.

     

    Section
      2.
      Amendments. (a)
      Section
      1.01 of the Agreement is amended by (i) adding the following new
      definition:

     

    "Letter
      of Credit Termination Date"
      means
      (i) December 23, 2009, or (ii) such later day to which the Termination Date
      shall have been extended as to all Lenders pursuant to Section 2.01(c) or 11.05,
      but if such day is not a Euro-Currency Business Day, then the Letter of Credit
      Termination Date shall be the next succeeding Euro-Currency Business Day unless
      such Euro-Currency Business Day falls in another calendar month, in which case
      the Letter of Credit Termination Date shall be the next preceding Euro-Currency
      Business Day.

     

    and
      (ii)
      changing the definition of "Termination Date" to read as follows:

     

    "Termination
      Date"
      means
      with respect to any Lender (i) December 23, 2010 or (ii) such later day to
      which
      the Termination Date may be extended with respect to such Lender pursuant to
      Section 2.01(c) or 11.05, but in each case if such day is not a Euro-Currency
      Business Day, then the Termination Date shall be the next succeeding
      Euro-Currency Business Day unless such Euro-Currency Business Day falls in
      another calendar month, in which case the Termination Date shall be the next
      preceding Euro-Currency Business Day.

     

    (b)  Section
      2.16 is amended by replacing the term "Termination Date" each time it appears
      therein with the term "Letter of Credit Termination Date."

     

    Section
      3.
      Representations
      of Borrower.
      The
      Company represents and warrants that on and as of the date hereof (i) the
      representations and warranties of the Company set forth in Article 4 of the
      Agreement are true and (ii) no Default has occurred and is continuing on such
      date.

     

    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.
      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.

     

    Section
      6.
      Effectiveness. This
      Amendment shall become effective when the Administrative Agent shall have
      received from each of the Company and the Required Lenders a counterpart hereof
      signed by such party or facsimile or other written confirmation (in form
      satisfactory to the Administrative Agent) that such party has signed a
      counterpart hereof; provided
      that the
      extension of the Termination Date pursuant to Section 2(a)(ii) above shall
      not
      be effective as to, and the Termination Date shall remain December 23, 2009
      with
      respect to, the Commitment of any Lender not signing counterpart
      hereof.

     

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed by their respective authorized officers as of the date first above
      written.

     

    
      	
              PRAXAIR,
                INC.

               

            
	
              By:

            	 
	
              Name: 

            
	
              Title: 

            


    

    




    


    
      	
              JPMORGAN
                CHASE BANK, N.A., as Administrative Agent and Lender

               

            
	
              By:

               

            	 
	
              Name:

               

            
	
              Title:

               

            


    

    


     

    


    


    

      
        	
                Bank
                  of America N.A.

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      


      
        	
                CITIBANK,
                  N.A.

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      


      
        	
                CREDIT
                  SUISSE, CAYMAN ISLANDS BRANCH (formerly known as, Credit Suisse
                  First
                  Boston, Acting Through Its Cayman Islands Branch)

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      


      
        	
                ABN
                  AMRO Bank N.V.

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      
        	
                Mellon
                  Bank, N.A.

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      
        	
                Bank
                  of Tokyo-Mitsubishi UFJ Trust Company

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      
        	
                DEUTSCHE
                  BANK AG NEW YORK BRANCH

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      
        	
                HSBC
                  BANK USA, NATIONAL ASSOCIATION

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      
        	
                MERRILL
                  LYNCH BANK USA

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      


      
        	
                BANCO
                  SANTANDER CENTRAL HISPANO, S.A., NEW YORK BRANCH

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      
        	
                BANCO
                  BILBAO VIZCAYA ARGENTARIA S.A.

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title:

                 

              


      

      


      
        	
                SOCIETE
                  GENERALE

                 

              
	
                By:

                 

              	 
	
                Name:

                 

              
	
                Title: