Credit Agreement



 Exhibit 4.8 

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

 2 








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

		 		 		 	RED-D-ARC, S.A. DE C.V.
		 		 		 	AIRGAS WEST, S.A. DE C.V.
		 		 		 	RED-D-ARC (UK) LIMITED
		 		 		 	RED-D-ARC (NETHERLANDS) B.V.
		 		 		 	By:	 	  

		 		 		 	Name:	 	  

		 		 		 	Title:	 	  










									
	 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 OKLAHOMA, N.A.

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  











			
	 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










			
	 MIZUHO CORPORATE BANK, LTD.

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  











			
	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










			
	 CITIZENS BANK

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  











			
	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










			
	COMMERZBANK AG, NEW YORK AND
	GRAND CAYMAN BRANCHES
		
	By:	 	  

	Name:	 	  

	Title:	 	  











			
	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










			
	 SOVEREIGN BANK

		
	By:	 	  

	Name:	 	  

	Title:	 	  











			
	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










			
	 NORTH FORK BANK

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  











			
	 PEOPLE’S BANK

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  











			
	 CHANG HWA COMMERCIAL BANK, LTD.,

	 NEW YORK BRANCH

		
	 By:
	 	 /s/ Jim C.Y. Chen

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










			
	 CHINATRUST

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  











			
	 E. SUN COMMERCIAL BANK., LTD.

	 LOS ANGELES BRANCH

		
	 By:
	 	 /s/ Edward Chen

	 Name:
	 	Edward Chen
	 Title:
	 	Vice President & Deputy General Manager










			
	HUA NAN COMMERCIAL BANK, LTD.
	NEW YORK AGENCY
		
	By:	 	  

	Name:	 	  

	Title:	 	  











			
	BANK OF CHINA
		
	By:	 	 /s/ William W. Smith

	Name:	 	William W. Smith
	Title:	 	Deputy General Manager