Exhibit 10.3





Exhibit 10.3




AIRGAS, INC.,




the GUARANTORS named herein,

as Guarantors




and




THE BANK OF NEW YORK MELLON, as Trustee




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of September 11, 2009




to




Indenture dated as of September 11, 2009




 






$400,000,000 4.50% Senior Notes due 2014





 


 









 







TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I
	DEFINITIONS
	 
	 	 	 	 	 	 
	SECTION 1.1

	 	Generally
	 	 	1	 
	SECTION 1.2

	 	Definition of Certain Terms
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II
	GENERAL TERMS OF THE NOTES
	 
	 	 	 	 	 	 
	SECTION 2.1

	 	Form
	 	 	6	 
	SECTION 2.2

	 	Amount and Payment of Principal and Interest
	 	 	6	 
	SECTION 2.3

	 	Denominations
	 	 	7	 
	SECTION 2.4

	 	Global Securities
	 	 	7	 
	SECTION 2.5

	 	Payment, Transfer and Exchange
	 	 	7	 
	SECTION 2.6

	 	Registrar and Paying Agent
	 	 	8	 
	SECTION 2.7

	 	Ranking
	 	 	8	 
	SECTION 2.8

	 	Trustee’s Right to Refuse Directions in Certain Circumstances
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE III
	REDEMPTION
	 
	 	 	 	 	 	 
	SECTION 3.1

	 	Redemption
	 	 	8	 
	SECTION 3.2

	 	Redemption Procedures
	 	 	9	 
	SECTION 3.3

	 	Notice of Redemption
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	CHANGE OF CONTROL
	 
	 	 	 	 	 	 
	SECTION 4.1

	 	Change of Control 	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE V
	ADDITIONAL COVENANTS
	 
	 	 	 	 	 	 
	SECTION 5.1

	 	Restrictions on Liens
	 	 	12	 
	SECTION 5.2

	 	Limitation on Sale and Leaseback Transactions
	 	 	13	 
	SECTION 5.3

	 	Reports
	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	AMENDMENTS
	 
	 	 	 	 	 	 
	SECTION 6.1

	 	Amendments to Section 6.01 of the Base Indenture
	 	 	15	 
	SECTION 6.2

	 	Amendments to Section 9.01 of the Base Indenture
	 	 	16	 






 


-i-









 





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE VII
	GUARANTEES
	 
	 	 	 	 	 	 
	SECTION 7.1

	 	Guarantees
	 	 	16	 
	SECTION 7.2

	 	Termination of Guarantee
	 	 	17	 
	SECTION 7.3

	 	Amendments and Modifications
	 	 	18	 
	SECTION 7.4

	 	Guarantee Notation
	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	MISCELLANEOUS PROVISIONS
	 
	 	 	 	 	 	 
	SECTION 8.1

	 	Ratification of Base Indenture
	 	 	18	 
	SECTION 8.2

	 	Trustee Not Responsible for Recitals
	 	 	18	 
	SECTION 8.3

	 	Table of Contents, Headings, etc.
	 	 	18	 
	SECTION 8.4

	 	Counterpart Originals
	 	 	19	 
	SECTION 8.5

	 	Governing Law
	 	 	19	 
	 
	EXHIBIT A-1

	 	Form of Note
	 	 	A-1	 
	EXHIBIT B

	 	Form of Notation of Guarantee
	 	 	B-1	 







 


-ii-











 




THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 11, 2009 (the “First Supplemental
Indenture”), among Airgas, Inc., a Delaware corporation, as issuer (the “Company”),
each of the parties identified as a Guarantor on the signature pages hereto (the
“Guarantors”), and The Bank of New York Mellon, a New York banking corporation, as trustee
(the “Trustee”).



RECITALS:




WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of
September 11, 2009 (the “Base Indenture” and as supplemented by this First Supplemental
Indenture, the “Indenture”), providing for the issuance by the Company from time to time of
its unsecured senior debentures, notes or other evidences of indebtedness to be issued in one or
more series unlimited as to principal amount (the “Securities”);



WHEREAS, the Company has duly authorized and desires to cause to be established pursuant to
the Base Indenture and this First Supplemental Indenture a new series of Securities designated the
“4.50% Senior Notes due 2014” (the “Notes”), the form and terms of such Notes to be set
forth in this First Supplemental Indenture;



WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of
the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement
to, the Base Indenture have been done;



NOW, THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes
by the Holders thereof, the Company covenants and agrees with the Trustee, for the equal and
ratable benefit of the Holders, that the Base Indenture is supplemented and amended, to the extent
expressed herein, as follows:



ARTICLE I

DEFINITIONS





SECTION 1.1 Generally.



(a) Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings ascribed thereto in the Base Indenture.



(b) The rules of interpretation set forth in the Base Indenture shall be applied hereto as if
set forth in full herein.




SECTION 1.2 Definition of Certain Terms.



For all purposes of this First Supplemental Indenture, except as otherwise expressly provided
or unless the context otherwise requires, the following terms shall have the following respective
meanings:


 












 





“Attributable Debt” means, when used in connection with a sale and leaseback
transaction, at any date of determination, the product of (1) the net proceeds from such sale and
leaseback transaction multiplied by (2) a fraction, the numerator of which is the number of full
years of the term of the lease relating to the property involved in such sale and leaseback
transaction (without regard to any options to renew or extend such term) remaining at the date of
the making of such computation and the denominator of which is the number of full years of the term
of such lease measured from the first day of such term.



“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be
deemed to have beneficial ownership of all securities that such “person” has the right to acquire
by conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning.




“Change of Control” means the occurrence of any of the following:




(1) the direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its Subsidiaries taken as a
whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other
than a Principal or a Related Party of a Principal;




(2) the adoption of a plan relating to the liquidation or dissolution of the Company;




(3) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as defined above) other than a
Principal and its Related Parties, becomes the Beneficial Owner, directly or indirectly, of
more than 50% of the Voting Stock of the Company, measured by voting power rather than
number of shares;




(4) the Company consolidates with, or merges with or into, any Person (other than a
Principal or a Related Party of a Principal), or any Person (other than a Principal or a
Related Party of a Principal) consolidates with, or merges with or into, the Company, in any
such event pursuant to a transaction in which any of the outstanding Voting Stock of the
Company or such other Person is converted into or exchanged for cash, securities or other
property, other than any such transaction where the shares of the Voting Stock of the
Company outstanding immediately prior to such transaction constitute, or are converted into
or exchanged for, a majority of the Voting Stock of the surviving Person immediately after
giving effect to such transaction; or



 


-2-









 






(5) the first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.



“Change of Control Offer” means an offer to repurchase Notes pursuant to Section 4.1
hereof.



“Change of Control Payment” means, with respect to Notes tendered for repurchase
pursuant to a Change of Control Offer, an amount equal to 101% of the aggregate principal amount of
such Notes plus accrued and unpaid interest thereon, if any, to the date of repurchase.



“Change of Control Triggering Event” means, with respect to the notes, the notes cease
to be rated Investment Grade by each of the Rating Agencies on any date during the period (the
“Trigger Period”) commencing 60 days prior to the first public announcement by the Company
of any Change of Control (or pending Change of Control) and ending 60 days following consummation
of such Change of Control (which Trigger Period will be extended following consummation of a Change
of Control for so long as any of the Rating Agencies has publicly announced that it is considering
a possible ratings change). Notwithstanding the foregoing, no Change of Control Triggering Event
will be deemed to have occurred in connection with any particular Change of Control unless and
until such Change of Control has actually been consummated.



“Comparable Treasury Issue” means the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining
Life”) of the Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.



“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the
average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such
quotations.



“Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the Company who:




(1) was a member of such Board of Directors on the date of the Indenture;




(2) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of Directors at the
time of such nomination or election; or




(3) is a designee of a Principal or was nominated by a Principal.


 


-3-









 





Credit Agreement” means that certain Twelfth Amended and Restated Credit Agreement,
dated as of July 25, 2006, by and among the Company, the Canadian borrowing subsidiaries party
thereto, the guarantor subsidiaries party thereto, Bank of America, N.A., as
U.S. Agent, The Bank of Nova Scotia, as Canadian Agent, and the other Lenders named therein
providing for U.S. dollar-denominated loans and Canadian dollar-denominated loans, including any
related notes, guarantees, collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time including any agreement extending the maturity of, refinancing from time to time
including any agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings thereunder (other than for
purposes of Section 5.1(2) of this First Supplemental Indenture) or adding Restricted Subsidiaries
of the Company as additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.



“Funded Debt” means all Indebtedness for borrowed money, including purchase money
indebtedness, having a maturity of more than one year from the date of its creation or having a
maturity of less than one year but by its terms being renewable or extendible, at the option of the
obligor in respect thereof, beyond one year from its creation.



“Guarantee” means a guarantee of the Notes and certain other obligations of the
Company under this First Supplemental Indenture as provided in Article Seven hereof and the Board
Resolution or Officers’ Certificate establishing the Notes.



“Incur” means to issue, assume, guarantee, incur or otherwise become liable for. The
terms “Incurred,” “Incurrence” and “Incurring” shall each have a correlative meaning.



“Independent Investment Banker” means any of Banc of America Securities LLC, Barclays
Capital Inc. or J.P. Morgan Securities Inc., as appointed by the Company, and their respective
successors, or if all of such firms are unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing appointed by the Company.



“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent
under any successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its
equivalent under any successor rating category of S&P), and the equivalent investment grade credit
rating from any replacement rating agency or rating agencies selected by the Company under the
circumstances permitting the Company to select a replacement agency and in the manner for selecting
a replacement agency, in each case as set forth in the definition of “Rating Agency.”



“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation,
and its successors.


 


-4-









 





“Notation of Guarantee” means the notation of guarantee of the Notes substantially in
the form of Exhibit B hereto, executed on behalf of each Guarantor by its Chairman of the
Board, Chief Executive Officer, the President, the Chief Financial Officer, Treasurer,
Assistant Treasurer, Controller, Assistant Controller, Secretary, Assistant Secretary or any
Vice President.




“Obligor” means the Company and any Guarantor.



“Principal” means Peter McCausland (and in the event of his incompetency or death, his
estate, heirs, executor, administrator, committee or other personal representative (collectively,
“heirs”)) or any Person controlled, directly or indirectly, by Peter McCausland or his heirs.



“Rating Agency” means each of Moody’s and S&P; provided, that if any of Moody’s or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside our control, the Company may appoint another “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act as a
replacement for such Rating Agency; provided, that the Company shall give notice of such
appointment to the Trustee.



“Reference Treasury Dealer” means (1) each of Banc of America Securities LLC, Barclays
Capital Inc. and J.P. Morgan Securities Inc. and their respective successors, provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a “Primary Treasury Dealer”), the Company will substitute for such bank another
Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Independent
Investment Banker after consultation with the Company.



“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New
York City time, on the third business day preceding such Redemption Date.




“Related Party” means:




(1) any immediate family member (in the case of an individual) of the Principal; or




(2) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of the Principal.


 


-5-









 





“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act,
as such Regulation is in effect on the date of this First Supplemental Indenture.



“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.



“Treasury Rate” means, with respect to any Redemption Date, (1) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if
no maturity is within three months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month) or (2) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be
calculated on the third business day preceding the Redemption Date.



“Voting Stock” of any specified Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote generally in the election of the Board of Directors of
such Person.



ARTICLE II

GENERAL TERMS OF THE NOTES





SECTION 2.1 Form.



The Notes and the Trustee’s certificates of authentication shall be substantially in the form
of Exhibit A-1 to this First Supplemental Indenture, which are hereby incorporated into
this First Supplemental Indenture. The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this First Supplemental Indenture and to the
extent applicable, the Company and the Trustee, by their execution and delivery of this First
Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.




SECTION 2.2 Amount and Payment of Principal and Interest.


 


-6-









 





(a) The Trustee shall authenticate and deliver the Notes for original issue on the date hereof
in the aggregate principal amount of $400,000,000. The principal amount of each Note shall be
payable on September 15, 2014.



(b) The Notes shall bear interest at 4.50% per year beginning on the date of issuance until
the Notes are redeemed, paid, or duly provided for. Interest shall be paid semiannually in arrears
on March 15 and September 15 of each year (each an “Interest Payment Date”), commencing on
March 15, 2010. The regular record date for interest payable on the Notes shall be the March 1 and
September 1, as the case may be, immediately preceding each Interest Payment Date. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months. Any payment of
principal or interest required to be made on a day that is not a Business Day need not be made on
such day, but may be made on the next succeeding Business Day with the same force and effect as if
made on such day and no interest shall accrue as a result of such delayed payment.



(c) Subject to the terms and conditions contained herein, the Company may from time to time,
without the consent of the existing Holders create and issue additional Notes (the “Additional
Notes”) having the same terms and conditions as the Notes in all respects, except for issue
date and the first payment of interest thereon. Such Additional Notes, at the Company’s
determination and in accordance with the provisions of the Indenture, will be consolidated with and
form a single series with the previously outstanding Notes for all purposes under the Indenture,
including, without limitation, amendments, waivers and redemptions. The aggregate principal amount
of the Additional Notes, if any, shall be unlimited.




SECTION 2.3 Denominations.



The Notes will be issuable only in fully registered form without coupons in denominations of
$2,000 and any integral multiples of $1,000 in excess thereof.




SECTION 2.4 Global Securities.



The Notes will be issuable in the form of one or more Global Securities and the Depository for
such Global Security will be The Depository Trust Company in accordance with the Base Indenture.




SECTION 2.5 Payment, Transfer and Exchange.



(a) The principal and interest on Notes represented by Global Securities will be payable to
the Depository or its nominee, as the case may be, as the sole registered owner and the sole Holder
of the Global Securities represented thereby. The principal and interest on Notes represented by
Physical Securities will be payable, either in person or by mail, at the office of the Paying
Agent.


 


-7-









 





(b) Transfers of Global Securities will be limited to transfer in whole, but not in part, to
the Depository, its successors or their respective nominees. Interests of beneficial owners in the
Global Securities may be transferred or exchanged for Physical Securities in accordance with the
Indenture. Notes represented by Physical Securities are presented to the Registrar with a request
from the Holder of such Securities to register a transfer or to
exchange them for an equal principal amount of Securities of other authorized denominations,
the Registrar will register the transfer as requested in accordance with the Indenture.




SECTION 2.6 Registrar and Paying Agent.



The Company initially appoints the Trustee as Registrar and Paying Agent. The Company may
change the Paying Agent and Registrar without notice to Holders.




SECTION 2.7 Ranking.



The Notes will be senior unsecured obligations of the Company. The payment of the principal
of, premium, if any, and interest on the Notes will (i) rank equally in right of payment with all
other indebtedness of the Company that is not by its terms expressly subordinated to other
indebtedness of the Company, and (ii) rank senior in right of payment to all indebtedness of the
Company that is, by its terms, expressly subordinated to the senior indebtedness of the Company.




SECTION 2.8 Trustee’s Right to Refuse Directions in Certain Circumstances.



With respect to directions given by the Holders of a majority in principal amount pursuant to
the Indenture to the Trustee in its exercise of any trust or power, the Trustee will be entitled to
refuse to follow any such direction that conflicts with law or the Indenture or that the Trustee
determines in good faith is unduly prejudicial to the rights of other Holders or that may involve
the Trustee in personal liability, unless the Trustee is offered indemnity satisfactory to it.



ARTICLE III

REDEMPTION





SECTION 3.1 Redemption.




(a) Except as provided in this Article III, the Company shall have no obligation to redeem,
purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous
provisions or at the option of a Holder thereof.




(b) The Notes are subject to redemption at any time or from time to time, in
whole or in part, at the Company’s option at a Redemption Price equal to the greater
of (i) 100% of the principal amount of the Notes to be redeemed,



 


-8-









 






and (ii) as
determined by the Reference Treasury Dealer, the sum of the present values of the
remaining scheduled payments of principal and interest in respect of the Notes to be
redeemed discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the applicable Treasury Rate
plus 40 basis points, plus accrued interest to the Redemption Date. The Company may
provide in such notice
that payment of such Redemption Price and performance of the Company’s
obligations with respect to such redemption or purchase may be performed by another
Person. Any such notice may, at the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent.




SECTION 3.2 Redemption Procedures.



The Trustee will select Notes called for redemption in part on a pro rata basis or on as
nearly a pro rata basis as is practicable (subject to procedures of the Depository); provided that
Notes shall not be redeemed in principal amounts of $2,000 or less. In the case of Notes
represented by Physical Securities, a new Note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.
In the case of Notes represented by a Global Security, the outstanding principal amount of the
Global Security representing the Notes will be reduced by book-entry. Notes called for redemption
become due on the Redemption Date. On and after the Redemption Date, interest stops accruing on
Notes or any portions of the Notes called for redemption (unless there is a default in the payment
of the Redemption Price and accrued interest). On or before the Redemption Date, the Company shall
deposit with the Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of an
accrued interest on the Notes to be redeemed on the Redemption Date.




SECTION 3.3 Notice of Redemption.



(a) At the Company’s written request made at least 15 days prior to the date on which notice
of redemption is to be given (unless a shorter notice shall be agreed to in writing by the
Trustee), the Trustee shall give the notice of redemption in the Company’s name and at the
Company’s sole expense.



(b) Notices of redemption shall be mailed by first class mail at least 30 but not more than 60
days before the Redemption Date to each Holder of Notes to be redeemed at its registered address.
If any Note is to be redeemed in part only, the notice of redemption that relates to such Note
shall state the portion of the principal amount thereof to be redeemed.



(c) Any notice to holders of Notes of any redemption will include the appropriate calculation
of the Redemption Price, but does not need to include the Redemption Price itself. The actual
Redemption Price, calculated as described above, will be set forth in an Officers’ Certificate of
the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date


 


-9-









 





ARTICLE IV

CHANGE OF CONTROL




SECTION 4.1 Change of Control.



(a) Upon the occurrence of a Change of Control Triggering Event, unless all Notes have been
called for redemption, each Holder of Notes shall have the right to require the Company to
repurchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of such Holder’s Notes at an offer price in cash equal to the Change of Control Payment, subject to
the rights of Holders of Notes on the relevant date to receive interest due on the relevant
Interest Payment Date.



(b) Within 30 days following any Change of Control Triggering Event or at the Company’s
option, prior to any Change of Control but after the public announcement of the pending Change of
Control, the Company shall mail, or cause to be mailed, by first class mail, a notice to the
Trustee and to each Holder describing the transaction or transactions that constitute the Change of
Control Triggering Event and specifying:




(i) that the Change of Control Offer is being made pursuant to this Section 4.1 and
that all Notes tendered will be accepted for payment;




(ii) the Change of Control Payment and the purchase date, which shall be a Business Day
no earlier than 30 days and no later than 60 days from the date such notice is mailed (the
“Change of Control Payment Date”);




(iii) the CUSIP numbers for the Notes;




(iv) that any Note not tendered will continue to accrue interest;




(v) that, unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest after the Change of Control Payment Date;




(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender such Notes to the Paying Agent at the address specified
in the notice prior to the close of business on the third Business Day preceding the Change
of Control Payment Date;




(vii) that Holders will be entitled to withdraw their election referred to in clause
(vi) if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Notes delivered for
purchase, and a statement that such Holder is withdrawing his election to have the Notes
purchased;




 


-10-











 





(viii) that Holders whose Notes are being purchased only in part will be issued new
Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of
$1,000 in excess thereof; and




(ix) that, if mailed prior to the date of consummation of the Change of Control, the
Change of Control Offer is conditioned on the Change of Control being consummated on or
prior to the Change of Control Payment Date.



(c) The Company shall cause the Change of Control Offer to remain open for such period as is
required by applicable law. The Company shall comply, in all material respects, with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that
the provisions of any such securities laws or regulations conflict with the provisions of this
Section 4.1, the Company will comply with those securities laws and regulations and will not be
deemed to have breached its obligations under this Section 4.1 by virtue of any such conflict.




(d) On the Change of Control Payment Date, the Company will, to the extent lawful:




(i) accept or cause a third party to accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer;




(ii) deposit or cause a third party to deposit with the Paying Agent an amount equal to
the Change of Control Payment in respect of all Notes or portions of Notes properly
tendered; and




(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of
Notes being purchased by the Company.



(e) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change
of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to
be transferred by book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.



(f) The Company shall not be required to make a Change of Control Offer upon a Change of
Control Triggering Event if a third party involved in the applicable Change of Control makes the
Change of Control Offer in the manner, at the times and otherwise in


 


-11-









 





compliance with the
requirements set forth in this Section 4.1 applicable to a Change of
Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn
under such Change of Control Offer.



ARTICLE V

ADDITIONAL COVENANTS




SECTION 5.1 Restrictions on Liens.
(a) The Company will not, and will not permit any Restricted Subsidiary to, Incur any
Indebtedness secured by any Lien on any shares of stock, Indebtedness or other obligations of a
Restricted Subsidiary or any Principal Property of the Company or a Restricted Subsidiary, whether
such shares of stock, Indebtedness or other obligations of a Subsidiary or Principal Property is
owned at the date of this First Supplemental Indenture or thereafter acquired, without in any such
case effectively providing that all the notes will be directly secured equally and ratably with
such Lien.



(b) These restrictions do not apply to:




(1) the Incurrence of any Lien on any shares of stock, Indebtedness or other
obligations of a Subsidiary or any Principal Property acquired after the date of this First
Supplemental Indenture (including acquisitions by way of merger or consolidation) by the
Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180
days thereafter, to secure or provide for the payment or financing of any part of the
purchase price thereof, or the assumption of any Lien upon any shares of stock, Indebtedness
or other obligations of a Subsidiary or any Principal Property acquired after the date of
this First Supplemental Indenture existing at the time of such acquisition, or the
acquisition of any shares of stock, Indebtedness or other obligations of a Subsidiary or any
Principal Property subject to any Lien without the assumption thereof, provided that every
such Lien referred to in this clause (1) shall attach only to the shares of stock,
Indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and
fixed improvements thereon;




(2) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary
or any Principal Property existing on the date the Notes are initially issued, including
such Liens in respect of the Credit Agreement;




(3) any Lien on any shares of stock, Indebtedness or other obligations of a Subsidiary
or any Principal Property in favor of the Company or any Restricted Subsidiary;




(4) any Lien on Principal Property being constructed or improved securing loans to
finance such construction or improvements;


 


-12-









 






(5) any Lien in favor of the United States of America or any State, or in favor of any
department, agency or instrumentality or political division, or in favor of any other
country or any political subdivision of a foreign country, the purpose of which is to secure
partial, progress, advance or other payments;




(6) any Lien imposed by law, for example mechanics’, workmen’s, repairmen’s or other
similar Liens arising in the ordinary course of business;




(7) any pledges or deposits under workmen’s compensation or similar legislation or in
certain other circumstances;




(8) any Lien in connection with legal proceedings;




(9) any Lien for taxes or assessments;




(10) any Lien to secure the performance of bids, tenders, letters of credit, contracts
(other than contracts for the payment of indebtedness), leases, statutory obligations,
surety, customs, appeal, performance and payment bonds and other obligations of like nature,
in each such case arising in the ordinary course of business; and




(11) any renewal of or substitution for any Lien permitted by any of the preceding
clauses (1) through (4) above, provided, in the case of a Lien permitted under clause (1),
(2) or (4) above, the debt secured is not increased nor the Lien extended to any additional
assets.



(c) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or
assume Liens in addition to those permitted by Section 5.1(b)(1) through (11), and renew, extend or
replace such Liens, provided that at the time of such creation, assumption, renewal, extension or
replacement of such Lien, and after giving effect thereto, the total outstanding Indebtedness
secured by Liens Incurred pursuant to this paragraph, together with the total outstanding
Attributable Debt Incurred in connection with any sale and leaseback transactions entered into
pursuant to the provisions of this First Supplemental Indenture described in Section 5.2(b) does
not exceed 10% of Consolidated Net Tangible Assets.



(d) For the purposes of this Section 5.1 and Section 5.2 of this First Supplemental Indenture,
the giving of a guarantee which is secured by a Lien on any shares of stock, Indebtedness or other
obligations of a Subsidiary or any Principal Property, and the creation of a Lien on any shares of
stock, Indebtedness or other obligations of a Subsidiary or any Principal Property to secure
Indebtedness that existed prior to the creation of such Lien, shall be deemed to involve the
creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such
Lien.


 


-13-









 





SECTION 5.2 Limitation on Sale and Leaseback Transactions.
(a) The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer,
directly or indirectly, except to the Company or a Restricted Subsidiary, any Principal Property as
an entirety, or any substantial portion thereof, with the intention of taking back a lease of such
property, except a lease for a period of three years or less at the end of which it is intended
that the use of such property by the lessee will be discontinued; provided that, notwithstanding
the foregoing, the Company or any Restricted Subsidiary may sell any such Principal Property and
lease it back for a longer period:




(1) if the Company or such Restricted Subsidiary would be entitled, pursuant to the
provisions of this First Supplemental Indenture described above under Section 5.1 to create
a mortgage on the property to be leased securing Funded Debt in an amount equal to the
Attributable Debt with respect to such sale and leaseback transaction without equally and
ratably securing the outstanding notes; or




(2) if the Company promptly informs the Trustee of such transaction, the net proceeds
of such transaction are at least equal to the fair market value (as determined by board
resolution) of such property, and the Company causes an amount equal to the net proceeds of
the sale to be applied to the retirement, within 180 days after receipt of such proceeds, of
Funded Debt Incurred or assumed by the Company or a Restricted Subsidiary (including the
notes); or




(3) if the Company, within 180 days after the sale or transfer, applies or causes a
Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such
sale or transfer or the fair market value of the Principal Property (or portion thereof) so
sold and leased back at the time of entering into such sale and leaseback transaction (in
either case as determined by board resolution) to purchase other Principal Property having a
fair market value at least equal to the fair market value of the Principal Property (or
portion thereof) sold or transferred in such sale and leaseback transaction.



(b) Notwithstanding the foregoing, the Company or any Restricted Subsidiary may enter into
sale and leaseback transactions in addition to those permitted in Section 5.1(a) and without any
obligation to retire any outstanding notes or other Funded Debt, provided that at the time of
entering into such sale and leaseback transactions and after giving effect thereto, the total
outstanding Attributable Debt Incurred pursuant to this Section 5.1(b), together with any of the
total outstanding Indebtedness secured by Liens created, assumed or otherwise incurred pursuant to
the provisions of this First Supplemental Indenture described in Section 5.1(a) does not exceed 10%
of Consolidated Net Tangible Assets.



SECTION 5.3 Reports.
Whether or not required by the Commission, so long as any notes are outstanding, the Company
will furnish to the Holders of Notes, within the time periods specified in the Commission’s rules
and regulations:


 


-14-









 






(1) all quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were
required to file such Forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and, with respect to the annual information only, a
report on the annual financial statements by the Company’s certified independent
accountants; and




(2) all current reports that would be required to be filed with the Commission on Form
8-K if the Company were required to file such reports.



In addition, whether or not required by the Commission, the Company will file a copy of all of the
information and reports referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the Commission’s rules and regulations (unless
the Commission will not accept such a filing) and make such information available to securities
analysts and prospective investors upon request.



ARTICLE VI

AMENDMENTS





SECTION 6.1 Amendments to Section 6.01 of the Base Indenture.




Events of Default.



(a) Section 6.01(3) of the Base Indenture is deleted in its entirety and replaced with the
following:




“(3) a failure to perform any of the Company’s other covenants or agreements contained
in this Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of a series of Securities other than such
series) applicable to the Securities of any series, for a period of 60 days after written
notice to the Company by the Trustee or to the Company and the Trustee by holders of at
least 25% of the principal amount of the Securities of such series then outstanding (for
purposes of Section 5.3 of the First Supplemental Indenture, the 60 day period will be
extended to 90 days) specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder;”



(b) The word “and” is deleted from the end of Section 6.01(5) of the Base Indenture, and the
following is inserted before the period at the end of Section 6.01(6) of the Base Indenture




“ and;


 


-15-









 






(7) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Significant Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of the Indenture, if that default (a) is caused by a
failure to pay principal at its Stated Maturity after giving effect to any applicable grace
period provided in such Indebtedness (a “Payment Default”); or (b) results in the
acceleration of such Indebtedness prior to its express maturity, and, in each case, the
principal amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity of which has
been so accelerated, aggregates $100.0 million or more.”




SECTION 6.2 Amendments to Section 9.01 of the Base Indenture.



Section 9.01(b) of the Base Indenture is deleted in its entirety and replaced with the
following:



“(b) Subject to Sections 9.01(c) and 9.02, the Company may at any time elect to terminate some
or all of its obligations and all of the obligations of each Guarantor under the outstanding
Securities and this Indenture (hereinafter, “Legal Defeasance”) except for obligations
under Sections 2.04, 2.07 and 2.08 and obligations under the TIA. The Company may terminate its
obligations under Section 6.01(4) and (5) (with respect to Restricted Subsidiaries) and Section 4
and Sections 5.1 and 5.2 of the First Supplemental Indenture on a date the conditions set forth in
Section 9.02 are satisfied (hereinafter, “Covenant Defeasance”) and thereafter, any
omission to comply with any covenant referred to above will not constitute a Default or an Event of
Default with respect to the Securities. The Company may exercise its Legal Defeasance option
notwithstanding its prior exercise of its Covenant Defeasance option.”



ARTICLE VII

GUARANTEES





SECTION 7.1 Guarantees.



(a) Each Guarantor unconditionally guarantees, on a joint and several basis, to each Holder of
the Notes and to the Trustee and its successors and assigns, (i) the full and
punctual payment of all monetary obligations of the Company under this Indenture with respect
to the Notes (including obligations to the Trustee) and (ii) the full and punctual performance
within applicable grace periods of all other obligations of the Company under this Indenture with
respect to the Notes. Each Guarantor further agrees that its obligations hereunder shall be
unconditional irrespective of the absence or existence of any action to enforce the same, the
recovery of any judgment against the Company (except to the extent


 


-16-









 





such judgment is paid) or any
waiver or amendment of the provisions of this Indenture or the Notes to the extent that any such
action or any similar action would otherwise constitute a legal or equitable discharge or defense
of such Guarantor (except that such waiver or amendment shall be effective in accordance with its
terms).



(b) Each Guarantor further agrees that its Guarantee constitutes a guarantee of payment,
performance and compliance and not merely of collection.



(c) Each Guarantor further agrees to waive presentment to, demand of payment from and protest
to the Company of its Guarantee, and also waives diligence, notice of acceptance of its Guarantee,
presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a
court in the event of merger or bankruptcy of the Company and any right to require a proceeding
first against the Company or any other Person. The obligations of a Guarantor shall not be affected
by any failure or policy on the part of the Trustee to exercise any right or remedy under this
Indenture or the Notes.



(d) The obligation of a Guarantor to make any payment hereunder may be satisfied by causing
the Company or another Guarantor to make such payment. If any Holder of any Note or the Trustee is
required by any court or otherwise to return to the Company or any Guarantor or any custodian,
trustee, liquidator or other similar official acting in relation to any of the Company or any such
Guarantor any amount paid by any of them to the Trustee or such Holder, any applicable Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and effect.



(e) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees) incurred by the Trustee or any Holder of the Notes in enforcing any of their
respective rights under its Guarantee.



(f) Any term or provision of this Guarantee to the contrary notwithstanding, the maximum
aggregate amount of a Guarantor’s Guarantee shall not exceed the maximum amount that can be hereby
guaranteed without rendering this Guarantee as it relates to such Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting
the rights of creditors generally.




SECTION 7.2 Termination of Guarantee.



Each Guarantee (taken individually) shall be automatically released and shall terminate upon
(a) the satisfaction and discharge of this Indenture in accordance with the
terms of this Indenture, (b) concurrently with the defeasance or covenant defeasance of the
Notes in accordance with the terms of this Indenture, (c) in connection with any sale or other
disposition of all or substantially all of the assets of the respective Guarantor (including by way
of merger or consolidation) to a Person that is not (either before or after giving effect to such
transaction) a Subsidiary of the Company, (d) in connection with any sale of all of the Capital
Stock of a Guarantor to a Person that is not (either before or after giving effect to such


 


-17-









 





transaction) a Subsidiary of the Company; or (e) upon the termination of such Guarantor’s
obligations under its Guarantees provided with respect to the Credit Agreement, or upon the release
of such Guarantor from its obligations under the Credit Agreement.




SECTION 7.3 Amendments and Modifications.



This Article Seven may be amended or modified, as it relates to any Guarantor, with the
consent of the Holders of a majority in aggregate principal amount of all outstanding Notes
entitled to the benefits of a Guarantee from such Guarantor, voting together as a single class.
However, except as provided in Section 7.2 of the First Supplemental Indenture, any Guarantee, once
issued, may not be released without the consent of each Holder of outstanding Notes affected hereby
without first obtaining the consent of each such Holder.




SECTION 7.4 Guarantee Notation.



The Notes entitled to the benefits of a Guarantee pursuant to this Article Seven shall be
evidenced by a Notation of Guarantee substantially in the form of Exhibit B hereto. This
instrument may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same
instrument.



ARTICLE VIII

MISCELLANEOUS PROVISIONS





SECTION 8.1 Ratification of Base Indenture.



The Base Indenture, as supplemented by this First Supplemental Indenture, is in all respects
ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Base
Indenture in the manner and to the extent herein and therein provided.




SECTION 8.2 Trustee Not Responsible for Recitals.



The recitals contained herein and in the Notes, except with respect to the Trustee’s
certificates of authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representations as
to the validity or sufficiency of this First Supplemental Indenture or of the Notes.




SECTION 8.3 Table of Contents, Headings, etc.



The table of contents and headings of the Articles and Sections of this First Supplemental
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions hereof.


 


-18-









 






SECTION 8.4 Counterpart Originals.



The parties may sign any number of copies of this First Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement.




SECTION 8.5 Governing Law.



THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



[Signature Pages Follow]



 


-19-









 





IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly
executed all as of the date and year first written above.



	 	 	 	 	 
	 	AIRGAS, INC.

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



 


S-1









 





AIRGAS CARBONIC, INC.

AIRGAS DATA, LLC

AIRGAS-EAST, INC.

AIRGAS-GREAT LAKES, INC.

AIRGAS-INTERMOUNTAIN, INC.

AIRGAS INVESTMENTS, INC.

AIRGAS MERCHANT GASES, LLC

AIRGAS MERCHANT HOLDINGS, INC.

AIRGAS-MID AMERICA, INC.

AIRGAS-MID SOUTH, INC.

AIRGAS-NOR PAC, INC.

AIRGAS-NORTH CENTRAL, INC.

AIRGAS-NORTHERN CALIFORNIA & NEVADA, INC.

AIRGAS-REFRIGERANTS, INC.

AIRGAS RETAIL SERVICES, LLC

AIRGAS SAFETY, INC.

AIRGAS-SOUTH, INC.

AIRGAS-SOUTHWEST, INC.

AIRGAS SPECIALTY GASES, INC.

AIRGAS SPECIALTY PRODUCTS, INC.

AIRGAS-WEST, INC.

MEDICAL GAS MANAGEMENT, INC.

MISSOURI RIVER HOLDINGS, INC.

NATIONAL WELDERS SUPPLY COMPANY, INC.

NITROUS OXIDE CORP.

OILIND SAFETY, INC.

RED-D-ARC, INC.

WORLDWIDE WELDING, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/  Robert H. Young, Jr.
 	 
	 	 	Name:  	Robert H. Young, Jr. 	 
	 	 	Title:  	Secretary 	 



 


S-1









 





	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:  	//s/  Mary Miselis
 	 
	 	 	Name:  	Mary Miselis 	 
	 	 	Title:  	Vice President 	 
	 




 


S-2












 




EXHIBIT A-1




THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



CUSIP No.: 009363AG7

ISIN No.: US009363AG79




AIRGAS, INC.




			
	 	 	 
	No. 1
	 	$400,000,000






4.50% NOTE DUE 2014




AIRGAS, INC., a Delaware corporation, as issuer (the “Company”), for value received,
promises to pay to CEDE & CO. or registered assigns the principal sum of $400,000,000 on September
15, 2014.




Interest Payment Dates: March 15 and September 15, commencing March 15, 2010.




Record Dates: March 1 and September 1.



Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place.


 


A-1-1









 





IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
one of its duly authorized officers.




Dated:



	 	 	 	 	 
	 	AIRGAS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


A-1-2









 





	 	 	 	 	 



Certificate of Authentication






This is one of the 4.50% Notes due 2014 referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 



Dated:




 


A-1-3









 







[FORM OF REVERSE OF NOTE]




AIRGAS, INC.




4.50%
NOTE DUE 2014





1. Interest. AIRGAS, INC., a Delaware corporation, as issuer (the “Company”),
promises to pay, until the principal hereof is paid or made available for payment, interest on the
principal amount set forth on the face hereof at a rate of 4.50% per annum. Interest hereon will
accrue from and including the most recent date to which interest has been paid or, if no interest
has been paid, from and including September 11, 2009 to but excluding the date on which interest is
paid. Interest shall be payable in arrears on March 15 and September 15 of each year, commencing
March 15, 2010. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Company shall pay interest on overdue principal and on overdue interest (to the
full extent permitted by law) at the rate borne by the Notes.



2. Method of Payment. The Company will pay interest hereon (except defaulted
interest) to the Persons who are registered Holders at the close of business on the March 1 and
September 1 immediately preceding the interest payment date (whether or not a Business Day).
Holders do not have to surrender Notes to a Paying Agent to collect principal payments. The
Company will pay to the Paying Agent principal and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and private debts. If a
Holder has given wire transfer instructions to the Company, the Company will pay, or cause to be
paid by the Paying Agent, all principal and interest on that Holder’s Notes in accordance with
those instructions. All other payments on the Notes will be made at the office or agency of the
Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to
the Holders at their address set forth in the register of Holders.



3. Paying Agent and Registrar. Initially, The Bank of New York Mellon (the
“Trustee”) will act as a Paying Agent and Registrar. The Company may change any Paying
Agent or Registrar without notice to the Holders. The Company or any of its Subsidiaries may act
as Paying Agent or Registrar.



4. Indenture. This Note is one of the series designated on the face hereof. This Note
is one of a duly authorized issue of securities of the Company issued and to be issued in one or
more series under an Indenture dated as of September 11, 2009 (the “Base Indenture”),
between the Company and the Trustee, as supplemented by the First Supplemental Indenture, dated as
of September 11, 2009, between the Company and the Trustee (the “First Supplemental
Indenture” and, together with the Base Indenture, as supplemented by the First Supplemental
Indenture, the “Indenture”). This is one of an issue of Notes of the Company issued, or to
be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§
77aaa-77bbbb), as amended from time to time (the “Trust Indenture Act”). The Notes are
subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act
for a statement of them. Capitalized and certain other terms used herein and not otherwise defined
have the meanings set forth in the Indenture.


 


A-1-4









 





5. Optional Redemption. The Notes of this series are subject to redemption at any
time or from time to time, in whole or in part, at the Company’s option at a Redemption Price equal
to the greater of (i) 100% of the principal amount of the Notes to be redeemed, and (ii) as
determined by the Reference Treasury Dealer, the sum of the present values of the remaining
scheduled payments of principal and interest in respect of the Notes to be redeemed (not including
any portion of those payments of interest accrued as of the date of redemption) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable Treasury Rate plus 40 basis points, plus accrued interest to the Redemption Date.
The Company may provide in such notice that payment of such price and performance of the Company’s
obligations with respect to such redemption or purchase may be performed by another Person. Any
such notice may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent.



Any notice to holders of Notes of a redemption pursuant to paragraph 5 hereof will include the
appropriate calculation of the Redemption Price, but does not need to include the Redemption Price
itself. The actual Redemption Price, calculated as described above, will be set forth in an
Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior
to the Redemption Date.



6. Redemption Procedures. The Trustee will select Notes called for redemption in part
pursuant to paragraph 5 on a pro rata basis or on as nearly a pro rata basis as is practicable
(subject to procedures of the Depository); provided that no Notes of $2,000 or less shall be
redeemed in part. A new Note in principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original Note, or in the case of
Notes represented by a Global Security, the outstanding principal amount of such Global Security
will be reduced by book-entry. Notes called for redemption pursuant to paragraph 5 hereto become
due on the Redemption Date. On and after the Redemption Date, interest stops accruing on Notes or
portions of them called for redemption (unless there is a default in the payment thereof).



7. Notice of Redemption. Notices of redemption pursuant to paragraph 5 shall be
mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each
Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part
only, the notice of redemption that relates to such Note shall state the portion of the principal
amount thereof to be redeemed.



8. Change of Control. Upon the occurrence of a Change of Control Triggering Event,
unless all Notes have been called for redemption pursuant to paragraph 5 of this Note, each Holder
of Notes of this series shall have the right to require the Company to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Notes at an offer
price in cash equal to the Change of Control Payment. The Change of Control Offer will be made in
accordance with the terms specified in the Indenture.



9. Guarantees. The payment by the Company of the principal of, and premium and
interest on, the Securities is fully and unconditionally guaranteed on a joint and several basis by
each of the guarantors to the extent set forth in the Indenture.


 


A-1-5









 





10. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder
may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay
to it any taxes and fees required by law or permitted by the Indenture.



11. Persons Deemed Owners. The registered Holder of this Note may be treated as the
owner of this Note for all purposes.



12. Unclaimed Money. If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Company at its
written request. After that, Holders entitled to the money must look to the Company for payment as
general creditors unless an “abandoned property” law designates another Person.



13. Amendment, Supplement, Waiver, Etc. The Company and the Trustee (if a party
thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive or
supplement the Indenture or the Notes for certain specified purposes, including, among other
things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the
Indenture under the Trust Indenture Act of 1939, as amended, providing for the assumption by a
successor to the Company of its obligations under the Indenture and making any change that does not
materially and adversely affect the rights of any Holder. Other amendments and modifications of
the Indenture or the Notes may be made by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate principal amount of the outstanding Notes,
subject to certain exceptions requiring the consent of the Holders of the particular Notes to be
affected.



14. Successor Corporation. When a successor corporation assumes all the obligations
of its predecessor under the Notes and the Indenture and the transaction complies with the terms of
Article Five of the Base Indenture, the predecessor corporation will, except as provided in Article
Five of the Base Indenture, be released from those obligations.



15. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject
to certain limitations in the Indenture, if an Event of Default (other than an Event of Default
specified in Sections 6.01(4) and 6.01(5) of the Indenture) occurs and is continuing, then, and in
each and every such case, either the Trustee, by notice in writing to the Company, or the Holders
of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to
the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due
and payable, if not already due and payable, the principal of and any accrued and unpaid interest
on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become
and be immediately due and payable, anything in the Indenture or in the Notes to the contrary
notwithstanding. If an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Indenture
occurs, then the principal of and any accrued and unpaid interest on all of the Notes shall
immediately become due and payable without any declaration or other act on the part of the Trustee
or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture
or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust



 


A-1-6









 






or power, provided, that the Trustee will be entitled to refuse to follow any such direction
that conflicts with law or the Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Holders or that may involve the Trustee in personal liability,
unless the Trustee is offered indemnity satisfactory to it. The Trustee may withhold from Holders
notice of any continuing default (except a default in payment of principal, premium, if any, or
interest on the Notes or a default in the observance or performance of any of the obligations of
the Company under Article Five of the Base Indenture) if it determines that withholding notice is
in their best interests.



16. Trustee Dealings with Company. Subject to certain limitations imposed by the
Trust Indenture Act, the Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates, and may otherwise
deal with the Company or its Affiliates, as if it were not Trustee.



17. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, agent, member or stockholder or Affiliate of the Company, as such, shall
have any liability for any obligations of the Company under the Notes, the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liabilities. The waiver and release are
part of the consideration for issuance of the Notes.



18. Discharge. The Company’s obligations pursuant to the Indenture will be
discharged, except for obligations pursuant to certain sections thereof, subject to the terms of
the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee
of United States dollars or Government Obligations sufficient to pay when due principal of and
interest on the Notes to maturity or redemption.



19. Authentication. This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.



20. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. The Trustee and the Company agree to submit to the jurisdiction
of the courts of the State of New York in any action or proceeding arising out of or relating to
the Indenture or the Notes.



21. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TENANT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:




If to the Company:




Airgas, Inc.

259 North Radnor-Chester Rd.

Radnor, Pennsylvania 19087-5283


 


A-1-7









 






Attn: General Counsel

Fax: (610) 225-3271




With a copy to:




Cravath Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Attn: Ronald Cami

Fax: (212) 474-3700


 


A-1-8









 





ASSIGNMENT





I or we assign and transfer this Note to:



 
(Insert assignee’s social security or tax I.D. number)




 
(Print or type name, address and zip code of assignee)





and irrevocably appoint:



Agent to transfer this Note on the books of the Company. The Agent may substitute another to
act for him.



	 	 	 	 	 	 	 
	Date:

	 	 
	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Sign exactly as your name appears on the
other side of this Note)






Signature Guarantee: ________________________________




SIGNATURE GUARANTEE




Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




 


A-1-9









 







EXHIBIT B




FORM OF NOTATION OF GUARANTEE




RELATING TO 4.50% SENIOR NOTES DUE 2014




For value received, [each of] the undersigned has [, jointly and severally,] unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture
dated as of September 11, 2009 (the “Base Indenture”) and the First Supplemental Indenture dated as
of September 11, 2009 (the “First Supplemental Indenture” and together with the Base Indenture, the
“Indenture”) by and among Airgas, Inc. (“the Company”), the Guarantors listed on the signature page
thereto and The Bank of New York Mellon as trustee (the “Trustee”), (a) the full and punctual
payment of all monetary obligations of the Company under the Indenture with respect to the Notes
(including obligations to the Trustee) and (b) the full and punctual performance within applicable
grace periods of all other obligations of the Company under the Indenture with respect to the
Notes. Each Guarantor further agrees that its obligations hereunder shall be unconditional
irrespective of the absence or existence of any action to enforce the same, the recovery of any
judgment against the Company (except to the extent such judgment is paid) or any waiver or
amendment of the provisions of this Indenture or the Notes to the extent that any such action or
any similar action would otherwise constitute a legal or equitable discharge or defense of such
Guarantor (except that such waiver or amendment shall be effective in accordance with its terms).
The obligations of the undersigned to the Holders of the Notes and to the Trustee described in this
Notation of Guarantee are expressly set forth in Article Seven of the First Supplemental Indenture
and the Board Resolution or Officers’ Certificate relating to the Notes, and are qualified in their
entirety by reference thereto. Each Holder of a Note, by accepting the same, (a) agrees to and
shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for
such purpose.



The terms of the Indenture, including, without limitation, Article Seven of the First
Supplemental Indenture and any applicable Board Resolution or Officers’ Certificate are
incorporated herein by reference. Capitalized terms used herein shall have the meanings assigned to
them in the Indenture unless otherwise indicated.



	 	 	 	 	 
	 	[Name of Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


A-1-1