exv4w1






Exhibit 4.1




SECOND AMENDMENT TO CREDIT AGREEMENT




     This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of
April 2, 2008 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 (as previously amended, the “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. Amendment to Credit Agreement. Section 8.5(m) of the Credit Agreement is amended
to read as follows:




     (m) other Investments not constituting Restricted Payments and not listed above in an
aggregate amount not to exceed $50,000,000



     2. Effectiveness; Conditions Precedent. This Amendment shall become effective upon
receipt by the Agents of copies of this Amendment duly executed by the Credit Parties and the
Required Lenders.



     3. 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.



     4. 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.



 









 





     5. 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.



     6. 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.



     7. 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.



     8. 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.



     9. 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]




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     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/ Joseph C. Sullivan
	 

	 	 	 	 
	 

	 	Name:
	 	Joseph 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






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	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






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

	 	By:
	 	/s/ Edwin B. Cox, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Edwin B. Cox, Jr.
	 

	 	Title:
	 	Senior Vice President






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	CANADIAN AGENT:	 	THE BANK OF NOVA SCOTIA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James J. Rhee
	 

	 	 	 	 
	 

	 	Name:
	 	James J. Rhee
	 

	 	Title:
	 	Director






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	LENDERS:	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Edwin B. Cox, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Edwin B. Cox, Jr.
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A. (CANADA BRANCH)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Medina Sales de Andrade
	 

	 	 	 	 
	 

	 	Name:
	 	Medina Sales de Andrade
	 

	 	Title:
	 	Vice President






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	 	 	THE BANK OF NEW YORK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William M. Feathers
	 

	 	 	 	 
	 

	 	Name:
	 	William M. Feathers
	 

	 	Title:
	 	Vice President






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	 	THE BANK OF TOKYO-MITSUBISHI

UFJ, LTD., NY BRANCH

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



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	 	CITIZENS BANK

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



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	 	JPMORGAN CHASE BANK , N.A.

 	 
	 	By:  	/s/ James A. Knight
 	 
	 	Name:  	 	James A. Knight 	 
	 	Title:  	 	Vice President 	 
	 



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	 	WACHOVIA BANK, N.A.

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



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	 	PNC BANK NA

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



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	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Todd S. Meller
 	 
	 	Name:  	 	Todd S. Meller 	 
	 	Title:  	 	Managing Director 	 
	 



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	 	MELLON BANK, N.A.

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



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	 	BANK OF HAWAII

 	 
	 	By:  	/s/ Steven Nakahara
 	 
	 	Name:  	 	Steven Nakahara 	 
	 	Title:  	 	Vice President 	 
	 



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	 	CALYON, NEW YORK BRANCH

 	 
	 	By:  	/s/ Yuri Muzichenko
 	 
	 	Name:  	 	Yuri Muzichenko 	 
	 	Title:  	 	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                        /s/ Pascale Arnaud
 	 
	 	Name:  	 	Pascale Arnaud 	 
	 	Title:  	 	Managing Director 	 



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	 	SUMITOMO MITSUI BANKING CORP.,

NEW YORK

 	 
	 	By:  	/s/ Yoshihiro Hyakutome
 	 
	 	Name:  	 	Yoshihiro Hyakutome 	 
	 	Title:  	 	General Manager 	 



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	 	BRANCH BANKING AND TRUST CO.

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



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	 	BANK LEUMI USA

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



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	 	BARCLAYS BANK PLC

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



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	 	SUNTRUST BANK

 	 
	 	By:  	/s/ Mark A. Flatin
 	 
	 	Name:  	 	Mark A. Flatin 	 
	 	Title:  	 	Managing Director 	 
	 



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	 	BAYERISCHE LANDESBANK,

NEW YORK BRANCH

 	 
	 	By:  	/s/ Stuart  Schulman
 	 
	 	Name:  	 	Stuart Schulman 	 
	 	Title:  	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Georgina Fiordalisi, CFA
 	 
	 	Name:  	 	Georgina Fiordalisi 	 
	 	Title:  	 	Vice President 	 
	 



	 	 	 	 	 



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	 	FIFTH THIRD BANK

 	 
	 	By:  	/s/ Mike Mendenhall
 	 
	 	Name:  	 	Mike Mendenhall 	 
	 	Title:  	 	Vice President 	 



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	 	HSBC BANK USA, NATIONAL ASSOCIATION

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



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	 	US BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ W. C. Parelli
 	 
	 	Name:  	 	W. C. Parelli 	 
	 	Title:  	 	Senior Vice President 	 
	 



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	 	COMERICA BANK

 	 
	 	By:  	/s/ Liesl Eckhardt
 	 
	 	Name:  	 	Liesl Eckhardt 	 
	 	Title:  	 	Assistant Vice President 	 
	 



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	 	PEOPLE’S BANK

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



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