Exhibit


Exhibit 10.1
EXECUTION VERSION


SEVENTH AMENDMENT TO THE 
THIRD AMENDED AND RESTATED  
RECEIVABLES PURCHASE AGREEMENT




This SEVENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of December 4, 2015 (this “Amendment”), is among:
		
	(i) 
	RADNOR FUNDING CORP., as Seller (the “Seller”);


		
	(ii) 
	AIRGAS, INC. (in its individual capacity, “Airgas”), as Servicer (in such capacity, the “Servicer”);


		
	(iii) 
	VICTORY RECEIVABLES CORPORATION (“Victory”), as a Conduit Purchaser;


		
	(iv) 
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrator (in such capacity, the “Administrator”), as Purchaser Agent (in such capacity, the “Victory Purchaser Agent”) and as Related Committed Purchaser for the Purchaser Group that includes Victory (the “Victory Purchaser Group”);


		
	(v) 
	WORKING CAPITAL MANAGEMENT CO., LP (“Working Capital”), as a Conduit Purchaser and as Related Committed Purchaser for the Purchaser Group that includes Working Capital (the “Working Capital Purchaser Group”);


		
	(vi) 
	MIZUHO BANK, LTD. (f/k/a Mizuho Corporate Bank, Ltd.), as Purchaser Agent (in such capacity, the “Working Capital Purchaser Agent”) for the Working Capital Purchaser Group;


		
	(vii)
	ATLANTIC ASSET SECURITIZATION LLC (“Atlantic”), as a Conduit Purchaser;


		
	(viii)
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH, as Purchaser Agent (in such capacity, the “Atlantic Purchaser Agent”) and as Related Committed Purchaser for the Purchaser Group that includes Atlantic (the “Atlantic Purchaser Group”);


		
	(ix)
	REGENCY ASSETS LIMITED (“Regency”), as a Conduit Purchaser;


		
	(x)
	HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC Bank USA”), as Related Committed Purchaser for the Purchaser Group that includes Regency (the “Regency Purchaser Group”); and


		
	(xi)
	HSBC SECURITIES (USA) INC. (“HSBC Securities”), as Purchaser Agent (in such capacity, the “Regency Purchaser Agent”) for the Regency Purchaser Group.



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The foregoing entities are herein collectively referred to as the “Parties”, and capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings set forth in the Receivables Purchase Agreement (as defined below).
BACKGROUND
WHEREAS, the Parties have entered into that certain Third Amended and Restated Receivables Purchase Agreement, dated as of March 17, 2010 (as amended, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”); and 
WHEREAS, the Parties desire to amend the Receivables Purchase Agreement as set forth herein; and
WHEREAS, in connection with this Amendment and concurrently herewith, the Seller, the Servicer and the members of the Victory Purchaser Group are entering into an Eighth Amended and Restated Fee Letter, dated the date hereof (the “Victory Fee Letter”); and
WHEREAS, in connection with this Amendment and concurrently herewith, the Seller, the Servicer and the members of the Working Capital Purchaser Group are entering into an Amended and Restated Fee Letter, dated the date hereof (the “Working Capital Fee Letter”); and
WHEREAS, in connection with this Amendment and concurrently herewith, the Seller, the Servicer and the members of the Atlantic Purchaser Group are entering into an Amended and Restated Fee Letter, dated the date hereof (the “Atlantic Fee Letter”); and
WHEREAS, in connection with this Amendment and concurrently herewith,  the Seller, the Servicer and the members of the Regency Purchaser Group are entering into an Amended and Restated Fee Letter, dated the date hereof (the “Regency Fee Letter”, together with the Victory Fee Letter, the Working Capital Fee Letter and the Atlantic Fee Letter, collectively, the “Fee Letters”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1.    Amendment to the Receivables Purchase Agreement.  The definition of “Facility Termination Date” set forth in Exhibit I to the Receivables Purchase Agreement is amended by deleting the date “December 5, 2017” where it appears in clause (a) thereof and substituting the date “December 5, 2018” therefor.
SECTION 2.    Certain Representations, Warranties and Covenants.  Each of the Seller, Airgas and the Servicer hereby represents, warrants and covenants to each of the other Parties that:
(a)    the representations and warranties of such Person contained in Exhibit III to the Receivables Purchase Agreement are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct as of such earlier date);

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(b)    the execution and delivery by such Person of this Amendment, and the performance of its obligations under this Amendment and the Receivables Purchase Agreement (as amended hereby) are within its corporate powers and have been duly authorized by all necessary corporate action on its part, and this Amendment and the Receivables Purchase Agreement (as amended hereby) are its valid and legally binding obligations, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; and
(c)    no Termination Event or Unmatured Termination Event has occurred, is continuing, or would occur as a result of this Amendment.
SECTION 3.    Effectiveness.  This Amendment shall become effective as of the date hereof upon receipt by (i) the Victory Purchaser Agent of counterparts of the Victory Fee Letter, duly executed by each of the Parties party thereto, (ii) the Working Capital Purchaser Agent of counterparts of the Working Capital Fee Letter, duly executed by each of the Parties party thereto, (iii) the Atlantic Purchaser Agent of counterparts of the Atlantic Fee Letter, duly executed by each of the Parties party thereto, (iv) the Regency Purchaser Agent of counterparts of the Regency Fee Letter, duly executed by each of the Parties party thereto and (v) the Administrator of the following, in each case, in form and substance satisfactory to the Administrator:
(a)    counterparts of this Amendment, duly executed by each of the Parties;
(b)    confirmation from each Purchaser Agent that the “Amendment Fee” (as defined in each applicable Fee Letter) payable to such Purchaser Agent has been paid in full in accordance with the terms of the related Fee Letter; and
(c)    such other documents, certificates and instruments as the Administrator may reasonably request.
SECTION 4.    Effect of Amendment.  Except as expressly amended and modified by this Amendment, all provisions of the Receivables Purchase Agreement remain in full force and effect.  After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to “the Receivables Purchase Agreement,” “this Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Receivables Purchase Agreement, shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment.  This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.
SECTION 5.    Ratification.  After giving effect to this Amendment and each of the transactions contemplated by this Amendment, all of the provisions of the Parent Undertaking Agreement shall remain in full force and effect and Airgas, as parent under the Parent Undertaking Agreement, hereby ratifies and affirms the Parent Undertaking Agreement and acknowledges that the Parent Undertaking Agreement has continued and shall continue in full force and effect in accordance with its terms.    

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SECTION 6.    Counterparts.  This Amendment may be executed in any number of counterparts and by different Parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  Delivery of an executed counterpart of this Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart.
SECTION 7.    Governing Law.  This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable conflict of law principles which would require the application of the laws of any jurisdiction other than those of the state of New York.
SECTION 8.    Section Headings.  The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Receivables Purchase Agreement or any provision hereof or thereof.
[Signatures begin on the following page]



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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.




RADNOR FUNDING CORP., as Seller




By:  /s/ W. Gary Murray    
Name: W. Gary Murray
Title: President & Treasurer 

S-1    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement




AIRGAS, INC., as Servicer




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

S-2    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrator




By:  /s/ Christopher Pohl    
Name: Christopher Pohl
Title: Managing Director 




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Purchaser Agent for Victory’s Purchaser Group




By:  /s/ Christopher Pohl    
Name: Christopher Pohl
Title: Managing Director




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Related Committed Purchaser for Victory’s Purchaser Group




By:  /s/ Mustafa Khan    
Name: Mustafa Khan 
Title: Director

S-3    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement




VICTORY RECEIVABLES CORPORATION, as a Conduit Purchaser




By:  /s/ David V. DeAngelis    
Name: David V. DeAngelis
Title: Vice President 

S-4    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement




WORKING CAPITAL MANAGEMENT CO., LP, as a Conduit Purchaser and as Related Committed Purchaser for Working Capital’s Purchaser Group




By:  /s/ Kazuhiro Yasuda    
Name: Kazuhiro Yasuda
Title: Attorney-in-Fact 



S-5    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement




MIZUHO BANK, LTD., 
as Purchaser Agent for Working Capital’s Purchaser Group




By:  /s/ Takayuki Tomii    
Name: Takayuki Tomii
Title: Deputy General Manager 

S-6    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement






ATLANTIC ASSET SECURITIZATION LLC, as a Conduit Purchaser




By:  /s/ Kostantina Kourmpetis    
Name: Kostantina Kourmpetis
Title: Managing Director 




By:  /s/ Sam Pilcer    
Name: Sam Pilcer 
Title: Managing Director

S-7    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement






CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH, as Purchaser Agent and Related Committed Purchaser for Atlantic’s Purchaser Group




By:  /s/ Kostantina Kourmpetis    
Name: Kostantina Kourmpetis
Title: Managing Director 




By:  /s/ Sam Pilcer    
Name: Sam Pilcer 
Title: Managing Director



S-8    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement




REGENCY ASSETS LIMITED, as a Conduit Purchaser




By:  /s/ Rhys Owens    
Name: Rhys Owens
Title: Director 








HSBC BANK USA, NATIONAL ASSOCIATION, as Related Committed Purchaser for Regency’s Purchaser Group




By:  /s/ Nicholas Lotz       
Name: Nicholas Lotz
Title: Senior Vice President








HSBC SECURITIES (USA) INC., as Purchaser Agent for Regency’s Purchaser Group




By:  /s/ David J. Donofrio    
Name: David J. Donofrio
Title: Director 



S-9    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement




Acknowledge and Agreed:


AIRGAS, INC., as the Parent under the 
Parent Undertaking Agreement




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







S-10    Seventh Amendment to Third Amended and  
Restated Receivables Purchase Agreement