<PAGE>

                                   EXHIBIT 4.4

                       THIRD AMENDMENT TO CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of May 2, 2003 is entered into by and 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"), CANADIAN IMPERIAL BANK OF
COMMERCE, as Canadian administrative agent for the Lenders (in such capacity,
the "Canadian Agent"), FLEET NATIONAL BANK, as Syndication Agent, and THE BANK
OF NEW YORK, as Documentation Agent.

                                    RECITALS

         A. The Borrowers, the Guarantors, the Lenders and the Agents are party
to that certain Tenth Amended and Restated Credit Agreement dated as of July 30,
2001, as previously amended pursuant to that certain First Amendment to Credit
Agreement dated as of December 31, 2001 and that certain Waiver and Second
Amendment to Credit Agreement dated as of August 20, 2002 (as so previously
amended, the "Existing Credit Agreement").

         B.       The Credit Parties have requested that the Required Lenders
amend the Existing Credit Agreement as provided herein.

         C.       The Required Lenders have agreed to amend the Existing Credit
Agreement on the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto hereby agree as follows:

                                     PART I
                                   DEFINITIONS

         SUBPART 1.1       Certain Definitions. Unless otherwise defined herein
or the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:

                  "Amended Credit Agreement" means the Existing Credit Agreement
as amended hereby.

                  "Third Amendment Effective Date" is defined in Subpart 3.1.

<PAGE>

         SUBPART 1.2       Other Definitions. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Existing Credit
Agreement.

                                     PART II
                     AMENDMENTS TO EXISTING CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the Third Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II.

         SUBPART 2.1       Amendments to Section 1.1. Section 1.1 of the
Existing Credit Agreement is hereby amended in the following respects:

                  (a)      The following definitions appearing in Section 1.1 of
         the Existing Credit Agreement are hereby amended in their entireties to
         read as follows:

                           "Acquisition", by any Consolidated Party, means the
                  acquisition (whether or not involving a merger or
                  consolidation) by such Consolidated Party, of (i) to the
                  extent not constituting a Consolidated Capital Expenditure,
                  all or a majority of the Capital Stock or all or substantially
                  all of the Property or a line of business or division of
                  another Person or (ii) all of the remaining Capital Stock of
                  National Welders not then owned by Airgas and/or its
                  Restricted Subsidiaries.

                           "Additional Commitment" means, with respect to any
                  Person which executes a New Commitment Agreement in accordance
                  with Section 4.4(d), the commitment of such Lender in an
                  aggregate principal amount up to the amount specified in such
                  New Commitment Agreement (i) to (A) make Revolving U.S. Loans
                  in accordance with the provisions of Section 2.1(a), (B)
                  purchase participation interests in U.S. Letters of Credit in
                  accordance with the provisions of Section 2.3(c), and (C)
                  purchase participation interests in the U.S. Swingline Loans
                  in accordance with the provisions of Section 2.4(b)(iii), (ii)
                  to (A) make Revolving Canadian Loans in accordance with the
                  provisions of Section 3.1(a), (B) purchase participation
                  interests in Canadian Letters of Credit in accordance with the
                  provisions of Section 3.3(c) and (C) accept Bankers'
                  Acceptances in accordance with the provisions of Section 3.4,
                  and/or (iii) to make U.S. Term Loans in accordance with the
                  provisions of Section 2.5(a).

                           "Consolidated Capital Expenditures" means, for any
                  period, all capital expenditures of the Consolidated Parties
                  on a consolidated basis during such period, as determined in
                  accordance with GAAP; provided, however, that Consolidated
                  Capital Expenditures shall not include (i) capital
                  expenditures constituting Eligible Reinvestments made with the
                  proceeds of any Asset Disposition or (ii) Acquisitions.

<PAGE>

                           "Consolidated Parties" means a collective reference
                  to each of Airgas and its Restricted Subsidiaries.

                           "Medium Term Notes" means (i) any one of the notes
                  issued by Airgas in favor of the Medium Term Noteholders
                  pursuant to the Medium Term Note Indenture, as such Medium
                  Term Notes may be amended, modified, restated or supplemented
                  and in effect from time to time in accordance with the terms
                  hereof and (ii) any instrument evidencing Indebtedness
                  incurred pursuant to Section 8.1(l).

                           "Medium Term Note Indenture" means a collective
                  reference to (i) that certain Indenture dated as of August 1,
                  1996, among Airgas and The Bank of New York as Trustee, as
                  such Medium Term Note Indenture may be amended, modified,
                  restated or supplemented and in effect from time to time in
                  accordance with the terms hereof and (ii) any document or
                  instrument governing Indebtedness incurred pursuant to Section
                  8.1(l).

                           "Restricted Subsidiary" means (i) any wholly-owned
                  Subsidiary of Airgas (other than the Receivables Subsidiary)
                  and (ii) any other Subsidiary of Airgas that, at the option of
                  Airgas, executes a Joinder Agreement in accordance with
                  Section 7.12.

                           "Subsidiary" means, as to any Person, (a) any
                  corporation more than 50% of whose stock of any class or
                  classes having by the terms thereof ordinary voting power to
                  elect a majority of the directors of such corporation
                  (irrespective of whether or not at the time, any class or
                  classes of such corporation shall have or might have voting
                  power by reason of the happening of any contingency) is at the
                  time owned by such Person directly or indirectly through
                  Subsidiaries, and (b) any partnership, association, joint
                  venture or other entity in which such Person directly or
                  indirectly through Subsidiaries has more than 50% equity
                  interest at any time. For purposes of clarification only, the
                  parties hereto hereby acknowledge and agree that,
                  notwithstanding the fact that National Welders may be
                  required, in accordance with GAAP, to be consolidated (on the
                  consolidation basis) with Airgas, the term "Subsidiary" as
                  used in this Agreement shall not include National Welders
                  unless and until such time as National Welders would
                  constitute a "Subsidiary" within the meaning of the
                  immediately preceding sentence.

                           "U.S. Term Loan Commitment" means, with respect to
                  each U.S. Term Lender, the commitment of such U.S. Term Lender
                  to make U.S. Term Loans in accordance with Section 2.5(a) in
                  an aggregate principal amount equal to the amount specified in
                  the U.S. Term Loan Commitment Agreement or New Commitment
                  Agreement executed by such U.S. Term Lender.

                           "U.S. Term Loan Committed Amount" means the sum of
                  (i) the aggregate principal amount of commitments (not to
                  exceed $100,000,000) received and consented to by the U.S.
                  Agent from one or more lenders acceptable to the U.S. Agent
                  and Airgas, pursuant to executed U.S. Term Loan Commitment

<PAGE>

                  Agreements and (ii) any increase in the amount determined
                  pursuant to clause (i) effectuated pursuant to Section 4.4(d).

                           "U.S. Term Loan Percentage" means, for any U.S. Term
                  Lender, the percentage obtained by dividing (i) the principal
                  amount of the U.S. Term Loan Commitment of such U.S. Term
                  Lender by (ii) the U.S. Term Loan Committed Amount, as such
                  percentage may be modified in connection with any assignment
                  made in accordance with the provisions of Section 2.5(g) or as
                  the result of an increase in the amount of the U.S. Term Loan
                  Committed Amount pursuant to Section 4.4(d).

                  (b)      Clause (xiii) of the definition of "Permitted Liens"
         appearing in Section 1.1 of the Existing Credit Agreement is hereby
         amended in its entirety to read as follows:

                           "Permitted Liens" means:

                                     *******

                           (xiii)   during the 180-day period immediately
                  succeeding the first date as of which National Welders becomes
                  a Restricted Subsidiary, if ever, the National Welders Liens;

                  (c)      The following new definitions are hereby added to
         Section 1.1 of the Existing Credit Agreement in appropriate
         alphabetical order:

                           "Consolidated Free Cash Flow" means, as of any
                  Calculation Date for the four-quarter period then ended, net
                  cash provided by operating activities of the Consolidated
                  Parties (adjusted, without duplication, consistent with the
                  definitions of Consolidated Net Income and Consolidated EBITDA
                  and excluding the impact of a Securitization Transaction)
                  minus Consolidated Capital Expenditures, all as determined in
                  accordance with GAAP.

                           "Eligible Consideration" means, in respect of any
                  Acquisition, consideration paid by any of the Consolidated
                  Parties for the Capital Stock or Property being acquired,
                  including cash and non-cash consideration and any assumption
                  of Indebtedness, but excluding consideration consisting of (i)
                  any Capital Stock of Airgas issued to the seller of such
                  Capital Stock or Property or (ii) the proceeds of any Equity
                  Issuance by Airgas consummated subsequent to the Closing Date.

                           "Third Amendment" means the Third Amendment to Credit
                  Agreement dated as of May 2, 2003 by and among the Borrowers,
                  the Guarantors, the Lenders party thereto and the Agents.

<PAGE>

                           "Third Amendment Effective Date" shall have the
                  meaning assigned to such term in Subpart 3.1 of Third
                  Amendment.

         SUBPART 2.2       Amendments to Section 2.5. Subsections (a) and (d) of
Section 2.5 of the Existing Credit Agreement is hereby amended in its entirety
to read as follows:

                  2.5      U.S. TERM LOAN.

                  (a)      U.S. Term Commitment. Subject to the terms and
         conditions hereof and in reliance upon the representations and
         warranties set forth herein each U.S. Term Lender severally agrees to
         make available to Airgas on the Willow Acquisition Date (or on the
         effective date of any increase in the U.S. Term Loan Committed Amount
         pursuant to Section 4.4(d), as applicable) such U.S. Term Lender's U.S.
         Term Loan Percentage of a term loan in U.S. Dollars (the "U.S. Term
         Loan") in the aggregate principal amount equal to the U.S. Term Loan
         Committed Amount. The U.S. Term Loan may consist of U.S. Base Rate
         Loans or Eurodollar Loans, or a combination thereof, as Airgas may
         request; provided, however, that no more than five (5) Eurodollar Loans
         which are U.S. Term Loans shall be outstanding hereunder at any time
         (it being understood that, for purposes hereof, Eurodollar Loans with
         different Interest Periods shall be considered as separate Eurodollar
         Loans, even if they begin on the same date, although borrowings,
         extensions and conversions may, in accordance with the provisions
         hereof, be combined at the end of existing Interest Periods to
         constitute a new Eurodollar Loan with a single Interest Period).
         Amounts repaid on the U.S. Term Loan may not be reborrowed.

                                     *******

                  (d)      Repayment of U.S. Term Loan. Airgas promises to pay
         the outstanding principal amount of the U.S. Term Loan in eighteen (18)
         consecutive quarterly installments as follows (as such installments may
         hereafter be adjusted as a result of prepayments made pursuant to
         Section 4.3 or as the result of an increase in the amount of the U.S.
         Term Loan Committed Amount pursuant to Section 4.4(d)), unless
         accelerated sooner pursuant to Section 9.2:

<PAGE>


<TABLE>
<CAPTION>
                                 U.S. TERM
                          LOAN PRINCIPAL AMORTIZATION
    PRINCIPAL                 PAYMENT DUE ON THE
  AMORTIZATION              CORRESPONDING PRINCIPAL
  PAYMENT DATES            AMORTIZATION PAYMENT DATE
-----------------------------------------------------
<S>                       <C>
June 30, 2002 and
September 30, 2002                     2.50%
-----------------------------------------------------
 December 31, 2002,
  March 31, 2003,
June 30, 2003 and
September 30, 2003                     3.75%
-----------------------------------------------------
December 31, 2003,
  March 31, 2004,
June 30, 2004 and
September 30, 2004                     5.00%
-----------------------------------------------------
December 31, 2004,
  March 31, 2005,
June 30, 2005 and
September 30, 2005                     6.25%
-----------------------------------------------------
December 31, 2005,
 March 31, 2006,
  June 30, 2006                        8.75%
-----------------------------------------------------
 Termination Date                   Unpaid Balance
</TABLE>

         SUBPART 2.3     Amendments to Section 4.4. Subsections (d) and (e) of
Section 4.4 of the Existing Credit Agreement are hereby amended in their
entireties to read as follows:

                 4.4     TERMINATION AND REDUCTION OF COMMITMENTS; INCREASE OF
         COMMITMENTS.

                                     *******

                  (d)      Increase in Commitments. Following the Third
         Amendment Effective Date, the Borrowers shall have the right, upon at
         least fifteen (15) Business Days' prior written notice to the U.S.
         Agent, to increase the Revolving U.S. Committed Amount, the Revolving
         Canadian Committed Amount and/or the U.S. Term Loan Committed Amount by
         the U.S. Dollar Amount (or the Canadian Dollar Equivalent) of up to
         U.S.$150,000,000 in the aggregate for all such increases, in one or
         more increases, at any time and from time to time, subject, however, in
         any such case, to satisfaction of the following conditions precedent:

<PAGE>

                           (i)      no Default or Event of Default has occurred
                  and is continuing on the date on which such increase is to
                  become effective;

                           (ii)     the representations and warranties set forth
                  in Section 6 of this Credit Agreement shall be true and
                  correct in all material respects on and as of the date on
                  which such increase is to become effective;

                           (iii)    such increase shall be (A) in respect of any
                  increase in the Revolving U.S. Committed Amount or the U.S.
                  Term Loan Committed Amount, an integral multiple of
                  U.S.$1,000,000 and shall in no event be less than
                  U.S.$5,000,000 and (B) in respect of any increase in the
                  Revolving Canadian Committed Amount, an integral multiple of
                  the Canadian Dollar Equivalent of U.S.$1,000,000 and shall in
                  no event be less than the Canadian Dollar Equivalent of
                  U.S.$5,000,000;

                           (iv)     such requested increase shall be effective
                  on such date only to the extent that, on or before such date,
                  (A) the U.S. Agent shall have received and accepted a
                  corresponding amount of Additional Commitment(s) pursuant to a
                  commitment letter(s) acceptable to the U.S. Agent from one or
                  more lenders acceptable to the U.S. Agent and, with respect to
                  any lender that is not at such time a Lender hereunder, Airgas
                  and (B) each such lender shall have executed an agreement in
                  the form of Schedule 4.4 hereto (each such agreement a "New
                  Commitment Agreement"), accepted in writing therein by the
                  U.S. Agent and, with respect to any lender that is not at such
                  time a Lender hereunder, Airgas, with respect to the
                  Additional Commitment of such lender; and

                           (v)      the U.S. Agent shall have received all
                  documents (including resolutions of the board of directors of
                  Airgas and opinions of counsel to the applicable Borrower(s))
                  it may reasonably request relating to the corporate or other
                  necessary authority for and the validity of such increase in
                  the Revolving U.S. Committed Amount, the Revolving Canadian
                  Committed Amount and/or the U.S. Term Loan Committed Amount,
                  and any other matters relevant thereto, all in form and
                  substance reasonably satisfactory to the U.S. Agent; and

                           (vi) if the reallocation, if any, of outstanding
                  Loans among the Lenders in connection with such increase
                  results in the prepayment of Eurodollar Loans on a day which
                  is not the last day of an Interest Period with respect
                  thereto, Airgas shall have paid to each affected Lender such
                  amounts, if any, as may be required pursuant to Section 4.11.

                  (e)      Upon the effectiveness of the increase in the
         Revolving U.S. Committed Amount, the Revolving Canadian Committed
         Amount and/or the U.S. Term Loan Committed Amount, as applicable,
         pursuant to subsection (d), (i) the U.S. Commitment Percentage or the
         Canadian Commitment Percentage, as applicable, of each Lender shall be
         automatically adjusted to give effect to such increase, provided that
         the amount of each Lender's Revolving U.S. Commitment and Revolving
         Canadian Commitment (other than a

<PAGE>

         Lender whose Revolving U.S. Commitment or Revolving Canadian Commitment
         shall have been increased in connection with such increase) shall
         remain unchanged, (ii) the Borrowers, the Agents and the Lenders will
         use all commercially reasonable efforts to assign and assume
         outstanding Loans of the affected category to conform the respective
         amounts thereof held by each Lender to the respective U.S. Commitment
         Percentage or the Canadian Commitment Percentage, as applicable, as so
         adjusted, it being understood that the parties hereto shall use
         commercially reasonable efforts to avoid prepayment or assignment of
         any affected Loan that is a Eurodollar Loan on a day other than the
         last day of the Interest Period applicable thereto and (iii) in the
         case of an increase in the U.S. Term Loan Committed Amount, beginning
         with the Principal Amortization Payment Date next succeeding the date
         of such increase, the amount of each Principal Amortization Payment on
         the U.S. Term Loans shall be increased by the minimum amount that, when
         allocated ratably (based on outstandings) among all of the Lenders
         holding U.S. Term Loans immediately after giving effect to such
         increase in the U.S. Term Loan Committed Amount, would provide
         (assuming all other things to be equal) for each of the Lenders holding
         U.S. Term Loans immediately prior to giving effect to such increase in
         the U.S. Term Loan Committed Amount to receive in connection with such
         Principal Amortization Payment an amount at least equal to the amount
         that such Lender would have received had such increase in the U.S. Term
         Loan Committed Amount (and the corresponding adjustment to such
         Principal Amortization Payment pursuant to this Section 4.4(e)) not
         taken place.

         SUBPART 2.4       Amendments to Section 7.1. Subsection (c) of Section
7.1 of the Existing Credit Agreement is hereby amended in its entirety to read
as follows:

                  7.1      INFORMATION COVENANTS.

                  The Credit Parties will furnish, or cause to be furnished, to
         each of the Agents and each of the Lenders:

                                     *******

                  (c)      Officer's Certificate. At the time of delivery of the
         financial statements provided for in Sections 7.1(a) and 7.1(b) above,
         a certificate of an Executive Officer of Airgas substantially in the
         form of Schedule 7.1(c), (i) demonstrating compliance with the
         financial covenants contained in Section 7.10 by calculation thereof as
         of the end of each such fiscal period, (ii) including a description of
         adjustments to Consolidated EBITDA (of the type described in clause (H)
         of the definition thereof) attributable to the Willow Acquisition,
         (iii) stating that no Default or Event of Default exists, or if any
         Default or Event of Default does exist, specifying the nature and
         extent thereof and what action the Credit Party proposes to take with
         respect thereto and (iv) if the Consolidated Total Leverage Ratio as of
         the end of the applicable fiscal period exceeds 3.0 to 1.0, including
         calculations of (A) Consolidated Free Cash Flow for the four fiscal
         quarter period then ended and (B) all Restricted Payments declared or
         made by the Consolidated Parties during the four fiscal quarter period
         then ended.

<PAGE>

         SUBPART 2.5       Amendments to Section 8.1. Section 8.1 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:

                  8.1      INDEBTEDNESS.

                  The Credit Parties will not permit any Consolidated Party to
         contract, create, incur, assume or permit to exist any Indebtedness,
         except:

                           (a)      Indebtedness arising under this Credit
                  Agreement and the other Credit Documents;

                           (b)      Indebtedness of Airgas and its Subsidiaries
                  set forth in Schedule 8.1 (and renewals, refinancings and
                  extensions thereof on terms and conditions no less favorable
                  to such Person than such existing Indebtedness);

                           (c)      purchase money Indebtedness and obligations
                  under Capital Leases or Synthetic Leases hereafter incurred by
                  any of the Consolidated Parties or assumed or acquired by any
                  of the Consolidated Parties in connection with a Permitted
                  Investment; provided that (i) the total of all such
                  Indebtedness for all such Persons taken together shall not
                  exceed an aggregate principal amount of $25,000,000 at any one
                  time outstanding; (ii) such Indebtedness when incurred shall
                  not exceed the purchase price of the asset(s) financed; and
                  (iii) no such Indebtedness shall be refinanced for a principal
                  amount in excess of the principal balance outstanding thereon
                  at the time of such refinancing;

                           (d)      Acquisition Indebtedness; provided that (i)
                  the total of all such Indebtedness for all such Persons taken
                  together plus the aggregate outstanding principal amount of
                  all Indebtedness incurred pursuant to subsection (c) above,
                  shall not exceed an aggregate principal amount of $50,000,000
                  at any one time outstanding; (ii) such Indebtedness was not
                  created in anticipation of the related Permitted Acquisition;
                  and (iii) unless otherwise permitted by this Section 8.1, no
                  such Indebtedness shall be refinanced;

                           (e)      obligations of the Borrowers in respect of
                  Hedging Agreements entered into in order to manage existing or
                  anticipated interest rate or exchange rate risks and not for
                  speculative purposes;

                           (f)      intercompany Indebtedness and Guaranty
                  Obligations permitted under Section 8.5;

                           (g)      Subordinated Debt;

                           (h)      the Permitted Receivables Financing;

                           (i)      (1) Permitted Unsecured Indebtedness to the
                  extent such Indebtedness is backed or guaranteed by a U.S.
                  Letter

<PAGE>

                  of Credit or a Canadian Letter of Credit and (2) other
                  Permitted Unsecured Indebtedness in an aggregate principal
                  amount not to exceed $25,000,000;

                           (j)      Indebtedness in respect of performance, bid
                  and surety bonds and completion guarantees provided by Airgas
                  or any of its Subsidiaries in the ordinary course of business;

                           (k)      during the 180-day period immediately
                  succeeding the first date as of which National Welders becomes
                  a Restricted Subsidiary, if ever, Indebtedness of National
                  Welders outstanding as of such date; and

                           (l)      other unsecured Indebtedness of Airgas
                  issued on terms substantially the same as the terms contained
                  in the Medium Term Indenture, as in effect on the Closing
                  Date, provided that the aggregate outstanding principal amount
                  of all such Indebtedness shall not to exceed $200,000,000.

         SUBPART 2.6       Amendments to Section 8.4. Subsection (b) of Section
8.4 of the Existing Credit Agreement is hereby amended in its entirety to read
as follows:

                  8.4      CONSOLIDATION, MERGER, AMALGAMATION OR SALE.

                                     *******

                  (b)      The Credit Parties will not permit any Consolidated
         Party to make any Asset Disposition other than an Excluded Asset
         Disposition unless (i) except with respect to an Involuntary
         Disposition, the consideration paid in connection therewith (A) shall,
         except to the extent constituting an Asset Exchange, be at least 75%
         cash or Cash Equivalents and (B) shall be in an amount not less than
         the fair market value of the Property disposed of, (ii) the aggregate
         net book value of the Property disposed of by all Consolidated Parties
         shall not exceed (A) $50,000,000 for all such transactions other than
         Involuntary Dispositions during any fiscal year, and (B) $100,000,000
         for all such transactions other than Involuntary Dispositions after the
         Closing Date, (iii) the consideration received for any Property
         disposed of in any such transaction other than an Involuntary
         Disposition shall not be less than the fair market value of such
         Property, (iv) each such transaction other than an Involuntary
         Disposition involving Property having a net book value of
         U.S.$5,000,000 or more shall be on an arms-length basis with a wholly
         independent third party, (v) if the net book value of the Property
         subject to such Asset Disposition exceeds $15,000,000, no later than
         five (5) Business Days prior to such Asset Disposition, Airgas shall
         have delivered to the U.S. Agent (A) a Pro Forma Compliance Certificate
         demonstrating that, upon giving effect on a Pro Forma Basis to such
         transaction, Airgas would be in compliance with the financial covenants
         set forth in Sections 7.10(a) - (c) and (B) a certificate of an
         Executive Officer of Airgas specifying the anticipated date of such
         Asset Disposition, briefly describing the assets to be sold or
         otherwise disposed of and setting forth the net book value of such
         assets, the aggregate consideration and the Net Cash Proceeds to be
         received for such assets in connection with such Asset Disposition, and
         (vi) to the extent required by Section 4.3(b)(iii), Airgas shall,
         within the Application Period, apply (or cause to be applied)

<PAGE>

         an amount equal to the Net Cash Proceeds of such Asset Disposition to
         (A) make Eligible Reinvestments or (B) prepay the Loans (and cash
         collateralize U.S. LOC Obligations and Canadian LOC Obligations) in
         accordance with the terms of Section 4.3(b)(iii). Notwithstanding
         anything to the contrary contained in this Credit Agreement, no Credit
         Party shall permit any Consolidated Party to engage in or be a party to
         any Securitization Transaction other than the Permitted Receivables
         Financing.

         SUBPART 2.7       Amendments to Section 8.5. Section 8.5 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:

                  8.5      INVESTMENTS.

                  The Credit Parties will not permit any Consolidated Party to
         make any Investments, except for:

                           (a)      Investments consisting of cash and Cash
                  Equivalents;

                           (b)      Investments consisting of accounts
                  receivable created, acquired or made by any Consolidated Party
                  in the ordinary course of business and payable or
                  dischargeable in accordance with customary trade terms;

                           (c)      Investments consisting of Capital Stock,
                  obligations, securities or other property received by any
                  Consolidated Party in settlement of accounts receivable
                  (created in the ordinary course of business) from bankrupt
                  obligors;

                           (d)      Investments existing as of the Closing Date
                  and set forth in Schedule 8.5;

                           (e)      Investments consisting of advances or loans
                  to directors, officers, employees, agents, customers or
                  suppliers that do not exceed $5,000,000 in the aggregate at
                  any one time outstanding;

                           (f)      Investments in any U.S. Credit Party;

                           (g)      Investments by any Canadian Subsidiary in
                  any Canadian Credit Party;

                           (h)      any Eligible Reinvestment of the proceeds of
                  any Asset Disposition as contemplated by Section 8.4(b)(v),
                  provided that prior to a Full Collateralization Date, this
                  subsection (h) shall not apply to limit Investments made with
                  the proceeds of an Asset Disposition;

                           (i)      (i) the Willow Acquisition and (ii) after
                  the first to occur of (x) the date, if any, that the Willow
                  Purchase Agreement is terminated in accordance with Section 15
                  thereof and (y) April 1, 2002, other Investments consisting of
                  an Acquisition by Airgas or any Subsidiary of Airgas, provided
                  that (A) the Property

<PAGE>

                  acquired (or the Property of the Person acquired) in such
                  Acquisition is used or useful in the same or a similar or
                  ancillary line of business as Airgas and its Subsidiaries were
                  engaged in on the Closing Date (or any reasonable extensions
                  or expansions thereof), (B) to the extent applicable, the U.S.
                  Agent shall have received all items in respect of the Capital
                  Stock or Property acquired in such Acquisition required to be
                  delivered by the terms of Section 7.12 and/or Section 7.13,
                  (C) in the case of an Acquisition of the Capital Stock of
                  another Person, the board of directors (or other comparable
                  governing body) of such other Person shall have duly approved
                  such Acquisition, (D) Airgas shall have delivered to the U.S.
                  Agent (1) a Pro Forma Compliance Certificate demonstrating
                  that, upon giving effect to such Acquisition on a Pro Forma
                  Basis, Airgas would be in compliance with the financial
                  covenants set forth in Sections 7.10(a) - (c) and (2) if the
                  EBITDA for the four fiscal quarter period ending prior to the
                  date of such Acquisition attributable to the Person or
                  Property acquired in such Acquisition exceeds $10,000,000, a
                  consolidated balance sheet and income statement of such Person
                  or Property, together with related consolidated statements of
                  operations and retained earnings and of cash flows for such
                  four fiscal quarter period with respect to such Person or
                  Property which have been prepared in accordance with GAAP and
                  reviewed by an independent certified public accountant of
                  recognized national standing reasonably acceptable to the U.S.
                  Agent, (E) the representations and warranties made by the
                  Credit Parties in any Credit Document shall be true and
                  correct in all material respects at and as if made as of the
                  date of such Acquisition (after giving effect thereto) except
                  to the extent such representations and warranties expressly
                  relate to an earlier date and (F) the Eligible Consideration
                  paid by the Consolidated Parties for such Acquisition, taken
                  together with the Eligible Consideration paid by the
                  Consolidated Parties for all Acquisitions previously
                  consummated during the then current fiscal year and the amount
                  of all Investments (excluding any Investments made with
                  Capital Stock of Airgas or the proceeds of any Equity Issuance
                  by Airgas consummated subsequent to the Closing Date) made by
                  the Consolidated Parties pursuant to Section 8.5(l) during the
                  then current fiscal year, shall not exceed, after giving
                  effect to such Acquisition, (1) if the Consolidated Total
                  Leverage Ratio as of the most recent fiscal quarter end
                  preceding the date of such Acquisition with respect to which
                  the U.S. Agent has received the Required Financial Information
                  is 4.0 to 1.0 or greater, $12,500,000, or (2) if the
                  Consolidated Total Leverage Ratio as of the most recent fiscal
                  quarter end preceding the date of such Acquisition with
                  respect to which the U.S. Agent has received the Required
                  Financial Information is less than 4.0 to 1.0, (A)
                  $150,000,000, if the Applicable Percentage is based on
                  "Pricing Level I", "Pricing Level II", "Pricing Level III" or
                  "Pricing Level IV" at the time of such Acquisition or (B)
                  $50,000,000, if the Applicable Percentage is based on "Pricing
                  Level V" or "Pricing Level VI" at the time of such
                  Acquisition.

                           (j)      Investments (other than Acquisitions)
                  consisting of non-cash consideration received by a
                  Consolidated Party in connection with any Asset Disposition
                  permitted by Section 8.4(b);

<PAGE>

                           (k)      Investments by any Credit Party in the
                  Receivables Subsidiary made as part of the Permitted
                  Receivables Financing;

                           (l)      to the extent not constituting an
                  Acquisition, additional Investments in the Capital Stock of
                  National Welders; or

                           (m)      other Investments not constituting
                  Restricted Payments and not listed above in an aggregate
                  amount not to exceed $10,000,000.

         SUBPART 2.8       Amendments to Section 8.6. Section 8.6 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:

                  8.6      RESTRICTED PAYMENTS.

                  The Credit Parties will not permit any Consolidated Party to
         directly or indirectly declare, order, make or set apart any sum for or
         pay any Restricted Payment, except (i) to make dividends payable solely
         in the same class of Capital Stock of such Person, (ii) to make
         dividends or other distributions payable to a Credit Party (directly or
         indirectly through Subsidiaries of a Credit Party), (iii) as permitted
         by Section 8.7 and (iv) other Restricted Payments so long as (a) no
         Default or Event of Default shall have occurred and be continuing at
         the time of any such Restricted Payment or shall result upon giving
         effect thereto and (b) either (1) at the time of any such Restricted
         Payment, the Consolidated Total Leverage Ratio for each of the two
         fiscal quarters most recently ended for which Airgas has delivered the
         Required Financial Information does not exceed 3.0 to 1.0 or (2) the
         aggregate amount of such Restricted Payments does not exceed during any
         period of four consecutive fiscal quarters of the Consolidated Parties
         the lesser of (x) $17.5 million and (y) 20% of Consolidated Free Cash
         Flow for such period. For purposes of the foregoing, (i) on any
         calculation date for purposes of this Section 8.6 occurring on or
         before June 30, 2003, the amount of Restricted Payments made after the
         Third Amendment Effective Date and on or before such calculation date
         shall be deemed to be the actual amount of such Restricted Payment
         multiplied by 4, (ii) on any calculation date for purposes of this
         Section 8.6 occurring after June 30, 2003 and on or before September
         30, 2003, the amount of Restricted Payments made after the Third
         Amendment Effective Date and on or before such calculation date shall
         be deemed to be the actual amount of such Restricted Payment multiplied
         by 2 and (iii) on any calculation date for purposes of this Section 8.6
         occurring after September 30, 2003 and on or before December 31, 2003,
         the amount of Restricted Payments made after the Third Amendment
         Effective Date and on or before such calculation date shall be deemed
         to be the actual amount of such Restricted Payment multiplied by 1.333.

         SUBPART 2.9       Amendments to Section 8.9. Section 8.9 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:

                  8.9      LIMITATION ON RESTRICTED ACTIONS.

<PAGE>

                  The Credit Parties will not permit any Consolidated Party to
         directly or indirectly, create or otherwise cause or suffer to exist or
         become effective any encumbrance or restriction on the ability of any
         such Person to (a) make Restricted Payments, (b) pay any Indebtedness
         or other obligation owed to any Credit Party, (c) make loans or
         advances to any Credit Party, (d) sell, lease or transfer any of its
         Property to any Credit Party, or (e) act as a Credit Party and pledge
         its assets (other than Excluded Property) pursuant to the Credit
         Documents or any renewals, refinancings, exchanges, refundings or
         extension thereof, except (in respect of any of the matters referred to
         in clauses (a)-(d) above and, solely with respect to the Medium Term
         Notes and the Medium Term Indenture, clause (e) above) for such
         encumbrances or restrictions existing under or by reason of (i) this
         Credit Agreement and the other Credit Documents, (ii) any Junior
         Financing Documentation, provided that the encumbrances and
         restrictions relating to any Consolidated Party in such document or
         instrument are no more restrictive than the corresponding encumbrances
         and restrictions contained in the Subordinated Note Indenture and the
         Subordinated Notes, in each case as in effect as of the Closing Date,
         (iii) applicable law, (iv) any document or instrument governing
         Indebtedness incurred pursuant to Section 8.1(c), provided that any
         such restriction contained therein relates only to the asset or assets
         constructed or acquired in connection therewith, (v) the Medium Term
         Indenture, as in effect as of the Closing Date, and any document or
         instrument governing Indebtedness incurred pursuant to Section 8.1(l),
         (vi) any Permitted Lien or any document or instrument governing any
         Permitted Lien, provided that any such restriction contained therein
         relates only to the asset or assets subject to such Permitted Lien,
         (vii) customary restrictions and conditions contained in any agreement
         relating to the sale of any Property permitted under Section 8.4(b)
         pending the consummation of such sale or (viii) customary restrictions
         and conditions contained in leases and other contracts restricting the
         assignment thereof.

         SUBPART 2.10      Amendments to Section 8.11. Section 8.11 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:

                  8.11     NO FURTHER NEGATIVE PLEDGES.

                  The Credit Parties will not permit any Consolidated Party to
         enter into, assume or become subject to any agreement prohibiting or
         otherwise restricting the existence of any Lien upon any of its
         Property in favor of the U.S. Agent or the Collateral Agent (in each
         case, for the benefit of the Lenders) for the purpose of securing the
         Credit Party Obligations, whether now owned or hereafter acquired, or
         requiring the grant of any security for any obligation if such Property
         is given as security for the Credit Party Obligations, except (a) in
         connection with any document or instrument governing Indebtedness
         incurred pursuant to Section 8.1(c), provided that any such restriction
         contained therein relates only to the asset or assets constructed or
         acquired in connection therewith, (b) in connection with any Permitted
         Lien or any document or instrument governing any Permitted Lien,
         provided that any such restriction contained therein relates only to
         the asset or assets subject to such Permitted Lien and (c) pursuant to
         customary restrictions and conditions contained in any agreement
         relating to the sale of any Property permitted under Section 8.4(b),
         pending the consummation of such sale, (d) the Medium Term Indenture,
         as in effect as

<PAGE>

         of the Closing Date, and any document or instrument governing
         Indebtedness incurred pursuant to Section 8.1(l), and (e) customary
         restrictions and conditions contained in leases and other contracts
         restricting the assignment thereof.

         SUBPART 2.11      Deletion of Section 8.13. Section 8.13 of the
Existing Credit Agreement is hereby deleted in its entirety.

         SUBPART 2.12      Replacement of Schedule 4.4. Schedule 4.4 to the
Existing Credit Agreement is hereby deleted in its entirety and a new Schedule
4.4 in the form of Schedule 4.4 attached hereto is substituted therefor.

         SUBPART 2.13      Replacement of Schedule 7.1(c). Schedule 7.1(c) to
the Existing Credit Agreement is hereby deleted in its entirety and a new
Schedule 7.1(c) in the form of Schedule 7.1(c) attached hereto is substituted
therefor.

                                    PART III
                           CONDITIONS TO EFFECTIVENESS

         This Amendment shall be and become effective as of the date hereof (the
"Third Amendment Effective Date") provided that all of the conditions set forth
in this Part III shall have been satisfied on or prior to such date.

         SUBPART 3.1       Execution of Counterparts of Amendment. The U.S Agent
shall have received counterparts of this Amendment on or before May 2, 2003,
which collectively shall have been duly executed on behalf of each of the
Borrowers, the Guarantors and the Required Lenders.

         SUBPART 3.2       Corporate Documents. The U.S Agent shall have
received the following:

                  (i)      Resolutions. Copies of resolutions of the Board of
         Directors of each Credit Party approving and adopting this Amendment,
         the transactions contemplated therein and authorizing execution and
         delivery thereof, certified by a secretary or assistant secretary of
         such Credit Party to be true and correct and in force and effect as of
         the Third Amendment Effective Date.

                  (ii)     Good Standing. Copies of certificates of good
         standing, existence or its equivalent with respect to Airgas certified
         as of a recent date by the appropriate Governmental Authorities of the
         state of incorporation and the state of the chief executive office and
         principal place of business.

                  (iii)    Incumbency. An incumbency certificate of each Credit
         Party certified by a secretary or assistant secretary to be true and
         correct as of the Third Amendment Effective Date.

<PAGE>

         SUBPART 3.3       Opinion of Counsel. The U.S. Agent shall have
received a legal opinion of Cravath, Swaine & Moore LLP dated as of the Third
Amendment Effective Date and in form and substance reasonably satisfactory to
the U.S. Agent.

         SUBPART 3.4       Amendment Fee. For the account of each Lender
approving this Amendment on before 5:00 p.m., Charlotte, North Carolina time, on
May 1, 2003, the U.S. Agent shall have received an amendment fee equal to 10
basis points on the amount equal to the sum of (i) such Lender's Commitments
plus (ii) the outstanding U.S. Term Loans held by such Lender.

         SUBPART 3.5      Representations and Warranties. The representations
and warranties made by the Credit Parties pursuant to Subpart 4.2 shall be true
and correct as of the Third Amendment Effective Date.

                                     PART IV
                                  MISCELLANEOUS

         SUBPART 4.1       Construction. This Amendment is a Credit Document
executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of the Amended Credit Agreement.

         SUBPART 4.2       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
Section 6 of the Amended 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
Existing Credit Agreement on and as of the date hereof upon giving effect to
this Amendment.

         SUBPART 4.3       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 Amended 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.

<PAGE>

         SUBPART 4.4       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.

         SUBPART 4.5       Binding Effect. This Amendment, the Amended 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.

         SUBPART 4.6       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.

         SUBPART 4.7       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.

<PAGE>

                                  SCHEDULE 4.4

                                     FORM OF
                            NEW COMMITMENT AGREEMENT

         Reference is made to the Tenth Amended and Restated Credit Agreement
dated as of July 30, 2001 (as amended, modified, extended or restated from time
to time, the "Credit Agreement") by and among Airgas, Inc., a Delaware
corporation ("Airgas"), the other Credit Parties party thereto, the Lenders
party thereto, the Guarantors party thereto, Bank of America, N.A., as U.S.
Agent and Canadian Imperial Bank of Commerce, as Canadian Agent. All of the
defined terms in the Credit Agreement are incorporated herein by reference.

         1.       Effective as of the Effective Date set forth below, the
undersigned Lender hereby confirms its Additional Commitment, in an aggregate
principal amount of up to the amount specified below to [(i) make Revolving U.S.
Loans in accordance with the provisions of Section 2.1(a) of the Credit
Agreement, (ii) purchase participation interests in U.S. Letters of Credit in
accordance with the provisions of Section 2.3(c) of the Credit Agreement and
(iii) to purchase participation interests in the U.S. Swingline Loans in
accordance with the provisions of Section 2.4(b)(iii) of the Credit Agreement]*
[(i) make Revolving Canadian Loans in accordance with the provisions of Section
3.1(a) of the Credit Agreement, (ii) purchase participation interests in
Canadian Letters of Credit in accordance with the provisions of Section 3.3(c)
of the Credit Agreement and (iii) issue Bankers' Acceptances in accordance with
the provisions of Section 3.4 of the Credit Agreement] [make a U.S. Term Loan on
the Effective Date in accordance with the provisions of Section 2.5(a) of the
Credit Agreement]***. If the undersigned Lender is already a Lender under the
Credit Agreement, such Lender acknowledges and agrees that such Additional
Commitment is in addition to any existing Commitment of such Lender under the
Credit Agreement. If the undersigned Lender is not already a Lender under the
Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by
its execution of this New Commitment Agreement, such Lender will, as of the
Effective Date, be a party to the Credit Agreement and be bound by the
provisions of the Credit Agreement and, to the extent of its Commitment, have
the rights and obligations of a Lender thereunder.

         2.       This New Commitment Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

Amount of Additional Commitment                ______________________

Effective Date of Additional Commitment        ________________, 20__

*To be used if the New Commitment being provided is a Revolving U.S. Commitment

**To be used if the New Commitment being provided is a Revolving Canadian
Commitment

***To be used if the New Commitment being provided is a U.S. Term Loan
Commitment

<PAGE>

The terms set forth above
are hereby agreed to:

[Lender]

By:___________________________
Title:

CONSENTED TO (as required by the Credit Agreement):

BANK OF AMERICA, N.A.,
as U.S. Agent                               [AIRGAS, INC.]

By:____________________________             By:____________________________
Title:                                      Title:

<PAGE>

                                 SCHEDULE 7.1(c)

                    FORM OF OFFICER'S COMPLIANCE CERTIFICATE

        For the fiscal quarter ended _________________, 20___.

         I, ______________________, [Title] of Airgas, Inc. ("Airgas") hereby
certify that, to the best of my knowledge and belief, with respect to that
certain Tenth Amended and Restated Credit Agreement dated as of July 30, 2001
(as amended, modified, extended or restated from time to time, the "Credit
Agreement"; all of the defined terms in the Credit Agreement are incorporated
herein by reference) among Airgas, the Canadian Borrowers, the Lenders party
thereto, the Guarantors party thereto, Bank of America, N.A., as U.S. Agent and
Canadian Imperial Bank of Commerce, as Canadian Agent:

         a.       The company-prepared financial statements which accompany this
                  certificate are true and correct in all material respects and
                  have been prepared in accordance with GAAP (subject to Section
                  1.3 of the Credit Agreement) applied on a consistent basis,
                  subject to changes resulting from normal year-end audit
                  adjustments.

         b.       Since ___________ (the date of the last similar certification,
                  or, if none, the Closing Date) no Default or Event of Default
                  has occurred and is continuing under the Credit Agreement; and

Delivered herewith are detailed calculations demonstrating (i) compliance by the
Consolidated Parties with the financial covenants contained in Section 7.10 of
the Credit Agreement as of the end of the fiscal period referred to above and
(ii) if the Consolidated Total Leverage Ratio as of the end of the fiscal period
referred to above exceeds 3.0 to 1.0, (A) the amount of Consolidated Free Cash
Flow for the four fiscal quarter period ending as of the end of such fiscal
period and (B) the amount of all Restricted Payments declared or made by the
Consolidated Parties during the four fiscal quarter period ending as of the end
of such fiscal period.

        This ______ day of ___________, 20__.

                                               AIRGAS, INC.

                                               Name:___________________________

                                               Title:__________________________

<PAGE>

                       Attachment to Officer's Certificate

                       COMPUTATION OF FINANCIAL COVENANTS

<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered 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/ Robert M. McLaughlin
                                                ------------------------
                                            Name: Robert M. McLaughlin
                                            Title: Vice President

                                            RED-D-ARC LIMITED

                                            By: /s/ Robert M. McLaughlin
                                                ------------------------
                                            Name: Robert M. McLaughlin
                                            Title: Vice President

<PAGE>

U.S.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.
                                            RUTLAND TOOL & SUPPLY CO., INC.
                                            AIRGAS CARBONIC, INC.
                                            AIRGAS SPECIALTY GASES, INC.
                                            NITROUS OXIDE CORP.
                                            PURITAN MEDICAL PRODUCTS, INC.
                                            RED-D-ARC, INC.
                                            AIRGAS DATA, LLC

                                            By: /s/ Robert M. McLaughlin
                                                ------------------------
                                            Name: Robert M. McLaughlin
                                            Title: Vice President

                                            ATNL, INC.

                                            By: /s/ Connie S. Linhart
                                                ---------------------
                                            Name: Connie S. Linhart
                                            Title: President

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

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

<PAGE>

U.S. AGENT:                                 BANK OF AMERICA, N.A.,
                                            as US Agent

                                            By: /s/ Donald J. Chin
                                                ------------------
                                            Name: Donald J. Chin
                                            Title: Managing Director

<PAGE>

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

                              By: /s/ Donald J. Chin
                                  -------------------
                              Name: Donald J. Chin
                              Title: Managing Director

                              BANCA NAZIONALE DEL LAVARO S.P.A
                              NEW YORK BRANCH

                              By: /s/ Frederic W. Hall
                                  --------------------
                              Name: Frederic W. Hall
                              Title: Vice President

                              By: /s/ Leonardo Valentini
                                  ----------------------
                              Name: Leonardo Valentini
                              Title: First Vice President

                              THE BANK OF NEW YORK

                              By: /s/ David S. Csatari
                                  --------------------
                              Name: David S. Csatari
                              Title: Vice President

                              BANK OF TOYKO-MITSUBISHI TRUST COMPANY

                              By: /s/ P. Shah
                                  -----------
                              Name: P. Shah
                              Title: Vice President

                              CIBC INC.

                              By: /s/ Lindsay Gordon
                                  ------------------
                              Name: Lindsay Gordon
                              Title: Executive Director

                              JP MORGAN CHASE BANK

                              By: /s/ Lee Brennan
                                  ---------------
                              Name: Lee Brennan
                              Title: Vice President

                              WACHOVIA BANK, NATIONAL ASSOCIATION

                              By: /s/ Barbara Van Meerten
                                  -----------------------
                              Name: Barbara Van Meerten
                              Title: Director

<PAGE>

                              PNC BANK, NATIONAL ASSOCIATION

                              By: /s/ Frank A. Pugliese
                                  ---------------------
                              Name: Frank A. Pugliese
                              Title: Vice President

                              FLEET NATIONAL BANK

                              By: /s/ Marwan Isbaih
                                  -----------------
                              Name: Marwan Isbaih
                              Title: Director

                              MELLON BANK, N.A.

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

                              NATIONAL CITY BANK

                              By: /s/ Thomas J. McDonnell
                                  -----------------------
                              Name: Thomas J. McDonnell
                              Title: Senior Vice President

                              BANK OF OKLAHOMA, N.A.

                              By: /s/ Pamela J. Amburgy
                                  ---------------------
                              Name: Pamela J. Amburgy
                              Title: Vice President

                              FARMER & MERCHANTS BANK OF CENTRAL
                                CALIFORNIA

                              By: /s/ Ken Smith
                                  -------------
                              Name: Ken Smith
                              Title: Senior Vice President - Credit Admin

                              MERRILL LYNCH BUSINESS FINANCIAL
                              SERVICES INC.

                              By: /s/ Randall R. Meck
                                  -------------------
                              Name: Randall R. Meck
                              Title: Vice President

<PAGE>

            AIB DEBT MANAGEMENT LTD.

            By: /s/ John Farrace                By: /s/ Rita Terradista
                ----------------                    -------------------
            Name: John Farrace                  Name: Rita Terradista
            Title: Senior Vice President        Title: Senior Vice President

            JISSEKIKUN FUNDING, LTD.
            SEQUILS-MAGNUM, LTD.
             C/O PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

            By:
            Name:
            Title:

            HARCH CLO I LIMITED
              C/O HARCH CAPITAL MANAGEMENT

            By: /s/ Michael E. Lewitt
                ---------------------
            Name: Michael E. Lewitt
            Title: Authorized Signatory

            LAGUNA FUNDING, LLC

            By: /s/ Ann E. Morris
                -----------------
            Name: Ann E. Morris
            Title: Asst Vice President

            MONUMENT CAPITAL LTC., AS ASSIGNEE

            By: Alliance Capital Management L.P.,
                     as Investment Manager
            By: Alliance Capital Management Corporation,
                     as General Partner

            By: /s/ Joel Serebransky
                --------------------
            Name: Joel Serebransky
            Title: Senior Vice President

            BANK LEUMI USA

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

<PAGE>

                              OCTAGON INVESTMENT PARTNERS III, LTD.
                              BY: OCTAGON CREDIT INVESTORS, LLC
                                  AS PORTFOLIO MANAGER

                              By: /s/Michael B. Nechamkin
                                  -----------------------
                              Name: Michael B. Nechamkin
                              Title: Portfolio Manager

                              ADDISON CDO, LIMITED (#1279)
                              By: Pacific Investment Management Company LLC,
                                  as its Investment Advisor

                                  By: /s/ Mohan V. Phansalkar
                                      -----------------------
                                          Mohan V. Phansalkar
                                          Executive Vice President

                              JISSEKIKUN FUNDING, LTD. (#1288)
                              By: Pacific Investment Management Company LLC,
                                  as its Investment Advisor

                                  By: /s/ Mohan V. Phansalkar
                                      -----------------------
                                          Mohan V. Phansalkar
                                          Executive Vice President

                              SEQUILS-MAGNUM, LTD. (1280)
                              By: Pacific Investment Management Company LLC,
                                  as its Investment Advisor

                                  By: /s/ Mohan V. Phansalkar
                                      -----------------------
                                          Mohan V. Phansalkar
                                          Executive Vice President

                              WRIGLEY CDO, LTD. (#1285)
                              By: Pacific Investment Management Company LLC,
                                  as its Investment Advisor

                                  By: /s/ Mohan V. Phansalkar
                                  ---------------------------
                                          Mohan V. Phansalkar
                                          Executive Vice President

<PAGE>

CANADIAN AGENT:               CANADIAN IMPERIAL BANK OF COMMERCE

                              By: /s/ Lindsay Gordon
                                  ------------------
                              Name: Lindsay Gordon
                              Title: Executive Director

                              By:
                              Name:
                              Title:

CANADIAN LENDERS:             CANADIAN IMPERIAL BANK OF COMMERCE

                              By: /s/ Lindsay Gordon
                                  ------------------
                              Name: Lindsay Gordon
                              Title: Executive Director

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

                              By: /s/ Medina Sales de Andrade
                                  ---------------------------
                              Name: Medina Sales de Andrade
                              Title: Assistant Vice-President

                              MELLON BANK, N.A., CANADA BRANCH

                              By: /s/ Wendy B. H. Bocti
                                  ---------------------
                              Name: Wendy B. H. Bocti
                              Title: Principal Officer