exv4w2






Exhibit 4.2




THIRD AMENDMENT TO CREDIT AGREEMENT




     This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July
28, 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 and the Foreign Borrowers
executing this Amendment, 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 amended pursuant to that certain First Amendment to
Credit Agreement, dated as of July 3, 2007, and that certain Second Amendment to Credit Agreement,
dated as of April 2, 2008, 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. Amendments to Credit Agreement. Effective upon satisfaction of the conditions
precedent set forth in Section 3 below, the Credit Agreement is hereby amended as follows:




     (a) The Credit Agreement (but not the Schedules and Exhibits thereto,
except as otherwise provided in this Amendment) is hereby amended and restated as set forth
in Annex I attached hereto.




     (b) Schedules 1.1D, 2.1(a) and 8.1 to the Credit Agreement are
hereby deleted and new Schedules 1.1D, 2.1(a) and 8.1 in the forms
of Schedules 1.1D, 2.1(a) and 8.1 attached to Annex I
hereof, respectively, are substituted therefor.




     (c) Exhibits 2.1(b)(i), 4.2, 7.12 and 11.3 to the
Credit Agreement are hereby deleted and new Exhibits 2A.1(b)(i), 4.2,
7.12 and 11.3 in the forms of Exhibits 2A.1(b)(i), 4.2,
7.12 and 11.3 attached to Annex I hereof, respectively, are
substituted therefor.




     (d) New Exhibits 2B.1(b)(i), 2B.5(a) and 2B.5(b) in the forms
of Exhibits 2B.1(b)(i), 2B.5(a) and 2B.5(b) attached to
Annex I hereof, respectively, are hereby added to the Credit Agreement.



 









 





     2. Amendments to Intercreditor Agreement. Effective upon satisfaction of the
conditions precedent set forth in Section 3 below, the penultimate paragraph of Section 1 of the
Intercreditor Agreement is hereby amended as follows:




     In calculating each Lender’s Pro Rata Share, all obligations owed to a Lender in
Canadian Dollars or a Foreign Currency shall be converted to U.S. Dollars at the U.S. Dollar
Equivalent in effect as of the date each Lender’s Pro Rata Share is calculated. Any amounts
received hereunder by the U.S. Agent in Canadian Dollars or a Foreign Currency shall be
converted to U.S. Dollars at the U.S. Dollar Equivalent in effect as of the date received by
the U.S. Agent.



     3. Effectiveness; Conditions Precedent. This Amendment shall become effective upon
receipt by the U.S. Agent of the following:




     (a) copies of this Amendment duly executed by the Credit Parties, the Required Lenders
and each Foreign Currency Lender;




     (b) subject to Section 11 hereof, with respect to each Foreign Borrower executing this
Amendment, all documents the U.S. Agent may reasonably request relating to the existence and
good standing of each such Foreign Borrower, the corporate or other necessary authority of
each such Foreign Borrower for and the validity of the Credit Documents, and any other
matters relevant thereto, all in form and substance reasonably satisfactory to the U.S.
Agent; and




     (c) with respect to each Foreign Borrower executing this Amendment, (i) a legal opinion
of Cravath, Swaine & Moore LLP, and (ii) a legal opinion of foreign counsel to each Foreign
Borrower (other than Immaterial Subsidiaries) executing this Amendment, each in form and
substance reasonably satisfactory to the U.S. Agent.



     4. 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.



     5. 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, subject to the limitations set forth therein, 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) unless the
failure to be so true and correct would not be reasonably expected to have a Material Adverse
Effect, (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 and (iv) as of the date hereof, the Immaterial
Foreign Subsidiaries are Airgas, S.A. de C.V.; Airgas West, S.A. de C.V.; Red-D-Arc, S.A. de C.V.;
and “Airgas Sakhalin” Limited Liability Company.



     6. 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



2









 







Credit Documents, the same are hereby waived, relinquished and released in consideration of
the Lenders’ execution and delivery of this Amendment.



     7. 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.



     8. 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.



     9. 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.



     10. 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.



     11. Foreign Borrowers. The parties hereto hereby confirm that, with effect from the
date hereof, each of the Subsidiaries identified on the signature pages hereto as a “Foreign
Borrower” shall be designated as a “Foreign Borrower” for purposes of the Credit Agreement (as
amended by this Amendment) and shall have all rights, obligations, duties and liabilities of a
Foreign Borrower thereunder vis-à-vis each of the other parties to the Credit Agreement (as amended
by this Amendment). Each such Foreign Borrower confirms its acceptance of, and consents to, all
representations and warranties, covenants, and other terms and provisions of the Credit Agreement
(as amended by this Amendment), including, without limitation, Section 11.5 thereof. Each such
Foreign Borrower (together with Airgas) may receive Foreign Currency Loans for its account on the
terms and conditions set forth in the Credit Agreement (as amended by this Amendment).
Notwithstanding the foregoing, to the extent that any of the documentation described in Section
3(b) with respect to a Foreign Borrower is not delivered on the date of this Amendment, such
Foreign Borrower shall not be permitted to request (nor shall the Foreign Currency Lenders have any
obligation to lend to such Foreign Borrower) Foreign Currency Loans under the Credit Agreement
until such time as such documentation has been delivered.



[remainder of page intentionally left blank]





3









 








     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., as a Canadian Borrower and a Foreign



Borrower

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



	 	 	 	 	 
	 	RED-D-ARC LIMITED, as a Canadian Borrower and a Foreign Borrower

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



	 	 	 	 	 
	 	AIRGAS, S.A. DE C.V., as a Foreign Borrower

 	 
	 	By:  	/s/ Mario Adolfo Galvan Ordaz
 	 
	 	Name:  	 	Mario Adolfo Galvan Ordaz 	 
	 	Title:  	 	Attorney In Fact 	 
	 



	 	 	 	 	 
	 	AIRGAS WEST, S.A. DE C.V., as a Foreign Borrower

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



	 	 	 	 	 
	 	RED-D-ARC, S.A. DE C.V., as a Foreign Borrower

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



	 	 	 	 	 
	 	RED-D-ARC (UK) LIMITED, as a Foreign Borrower

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



 









 






	 	 	 	 	 
	 	RED-D-ARC (NETHERLANDS) B.V., as a Foreign Borrower

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



	 	 	 	 	 
	 	“AIRGAS SAKHALIN” Limited Liability Company, as a Foreign
Borrower

 	 
	 	By:  	/s/ Joseph C. Sullivan
 	 
	 	Name:  	 	Joseph C. Sullivan 	 
	 	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-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

MISSOURI RIVER HOLDINGS, INC.

AIRGAS INVESTMENTS, INC.

AIRGAS SPECIALTY PRODUCTS, INC.

WORLDWIDE WELDING, INC.,

AIRGAS MERCHANT HOLDINGS, INC.

AIRGAS MERCHANT GASES, LLC,

NATIONAL WELDERS SUPPLY COMPANY, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas M. Smyth
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas M. Smyth
	 

	 	Title:
	 	Vice President





 









 






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

	 	By:
	 	 /s/ Bridgett J. Manduk
	 

	 	 	 	 
	 

	 	Name:
	 	 Bridgett J. Manduk
	 

	 	Title:
	 	Assistant Vice President






 









 






	 	 	 	 	 
	CANADIAN AGENT:	 	THE BANK OF NOVA SCOTIA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James J. Rhee
	 

	 	 	 	 
	 

	 	Name:
	 	James J. Rhee
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 

	 	By:
	 	 /s/ Vik Sidhu
	 

	 	 	 	 
	 

	 	Name:
	 	Vik Sidhu
	 

	 	Title:
	 	 Associate






 









 






	 	 	 	 	 
	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
	 
	 	 	 	 
	 	 	BANK OF AMERICA MEXICO, S.A. INSTITUCION DE BANCA MULTIPLE
GRUPO FINANCIERO BANK OF AMERICA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jose Gomez
	 

	 	 	 	 
	 

	 	Name:
	 	Jose Gomez Gerzido Obregan
	 

	 	Title:
	 	Attorney In Fact
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerzido Obregan
	 

	 	 	 	 
	 

	 	Name:
	 	Gerzido Obregan
	 

	 	Title:
	 	Attorney In Fact






 









 






	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

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



 









 






	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI


UFJ, LTD., NY BRANCH

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



 









 






	 	 	 	 	 
	 	JPMORGAN CHASE BANK , N.A.

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



	 	 	 	 	 
	 	JPMORGAN CHASE BANK , N.A., TORONTO

 	 
	 	By:  	/s/ Steve Voight
 	 
	 	Name:  	 	Steve Voight 	 
	 	Title:  	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 	J.P. MORGAN EUROPE LIMITED

 	 
	 	By:  	/s/ Alastair A. Stevenson
 	 
	 	Name:  	 	Alastair A. Stevenson 	 
	 	Title:  	 	Managing Director 	 
	 



	 	 	 	 	 
	 	BANCO J.P. MORGAN, S.A.INSTITUCION DE

 BANCA
MULTIPLE J.P. MORGAN GRUPO FINANCIERO

 	 
	 	By:  	/s/ Raul Freyre Porro
 	 
	 	Name:  	 	Raul Freyre Porro 	 
	 	Tittle:	  Vice President 	 
	 




 









 





	 	 	 	 	 
	 	WACHOVIA BANK, N.A.

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




 









 





	 	 	 	 	 
	 	PNC BANK NA

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




 









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Timothy P. Finneran
 	 
	 	Name:  	 	Timothy P. Finneran 	 
	 	Title:  	 	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	NATIONAL CITY BANK

 	 
	 	By:  	/s/ Debra W. Riefner
 	 
	 	Name:  	 	Debra W. Riefner 	 
	 	Title:  	 	Senior Vice President 	 
	 




 









 






	 	 	 	 	 
	 	BANK OF HAWAII

 	 
	 	By:  	/s/ Marc Adelberger
 	 
	 	Name:  	 	Marc Adelberger 	 
	 	Title:  	 	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	CALYON, NEW YORK BRANCH

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



	 	 	 	 	 
	 	 	 
	 	By:  	                        /s/ Mike Madnick
 	 
	 	Name:  	 	Mike Madnick 	 
	 	Title:  	 	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.

 	 
	 	By:  	/s/ Andrew Caditz
 	 
	 	Name:  	 	Andrew Caditz 	 
	 	Title:  	 	Authorized Signatory 	 
	 



 









 






	 	 	 	 	 
	 	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/ Douglas Bernegger
 	 
	 	Name:  	 	Douglas Bernegger 	 
	 	Title:  	 	Director 	 
	 



 









 





	 	 	 	 	 
	 	SUNTRUST BANK

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BAYERISCHE LANDESBANK,

NEW YORK BRANCH

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



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




 









 





	 	 	 	 	 
	 	FIFTH THIRD BANK

 	 
	 	By:  	/s/ Randolph J. Stierer
 	 
	 	Name:  	 	Randolph J. Stierer 	 
	 	Title:  	 	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	FORTIS CAPITAL CORP.

 	 
	 	By:  	/s/ John W. Deegan
 	 
	 	Name:  	 	John W. Deegan 	 
	 	Title:  	 	Director &Group Head 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                        /s/ John Spillane
 	 
	 	Name:  	 	John Spillane 	 
	 	Title:  	 	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Collen Glackin
 	 
	 	Name:  	 	Colleen 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 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                      /s/ Kenneth Fieler
 	 
	 	Name:  	 	Kenneth Fieler 	 
	 	Title:  	 	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK

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



 









 





	 	 	 	 	 
	 	CHANG HWA COMMERCIAL BANK, LTD.,

NEW YORK BRANCH

 	 
	 	By:  	/s/ Jim C.Y. Chen
 	 
	 	Name:  	 	Jim C.Y.Chen 	 
	 	Title:  	 	Vice President & General Manager 	 



 









 





	 	 	 	 	 
	 	E. SUN COMMERCIAL BANK., LTD.

LOS ANGELES BRANCH

 	 
	 	By:  	/s/ Edward Chen
 	 
	 	Name:  	 	Edward Chen 	 
	 	Title:  	 	Vice President & Deputy General Manager 	 
	 



 









 





	 	 	 	 	 
	 	BANK OF CHINA

 	 
	 	By:  	/s/ William W. Smith
 	 
	 	Name:  	 	William W. Smith 	 
	 	Title:  	 	Deputy General Manager