Second Amendment to the Third Amended and Restated Receivables Purchase



 Exhibit 10.1 
 EXECUTION COPY 
 SECOND AMENDMENT TO THE 

THIRD AMENDED AND RESTATED 
 RECEIVABLES PURCHASE AGREEMENT 
 This SECOND AMENDMENT TO THE THIRD AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of December 21, 2011 (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 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; and 


 

	 	(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”). 

 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, Airgas USA, LLC (“Airgas USA”) is
entering into a Joinder Agreement, dated the date hereof (the “Joinder Agreement”), whereby Airgas USA will become a party to the Sale Agreement (as defined in the Receivables Purchase Agreement) and an Originator thereunder; 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 a Fourth 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”, together with the Victory Fee
Letter and the Working Capital Fee Letter, collectively, the “Fee Letters”); and 
 WHEREAS, in connection with
this Amendment and concurrently herewith, the members of the Atlantic Purchaser Group and the members of the Victory Purchaser Group are entering into a Transfer Supplement, dated the date hereof (the “Transfer Supplement”).

 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows: 
 SECTION 1. Amendments to the Receivables Purchase Agreement. The Receivables Purchase
Agreement is amended as follows: 
 (a) The definition of “Facility Termination Date” set forth
in Exhibit I to the Receivables Purchase Agreement is amended by deleting the date “March 15, 2013” where it appears in clause (a) thereof and substituting the date “December 21, 2013” therefor.

 (b) Schedule IV to the Receivables Purchase Agreement is replaced in its entirety with Exhibit A
attached hereto. 
 (c) Schedule VI to the Receivables Purchase Agreement is replaced in its entirety with
Exhibit B attached hereto. 
 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 

  
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stated to relate solely to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); 

(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, and (iv) 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) counterparts of the Joinder Agreement, duly executed by each of the Persons party
thereto; 
 (c) counterparts of the Transfer Supplement, duly executed by each of the Persons party thereto;

 (d) favorable opinions of counsel for the Seller, Airgas and Airgas USA, covering certain general corporate
and enforceability, UCC and bankruptcy matters; 
 (e) 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 

(f) such other documents and instruments as the Administrator may reasonably request. 

SECTION 4. Post-Closing Covenant. 
 (a) On or prior to the effectiveness of any merger or consolidation between Airgas USA and any Originator (other than Airgas-Great Lakes, Inc., Airgas-Mid South, Inc., Airgas-West, Inc. or Airgas-South,
Inc.), the Seller (or the Servicer on its behalf) shall cause to be delivered to the Administrator at the expense of the Seller, a favorable opinion of Delaware counsel for the Seller, Airgas and Airgas USA (currently Richards,


  
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Layton & Finger, PA), dated as of the effective date of such merger or consolidation, in form and substance reasonably satisfactory to the Administrator and covering certain corporate
and UCC matters with respect to Airgas USA after giving effect to such merger or consolidation. 
 (b)
Notwithstanding anything to the contrary in any Transaction Document, the failure of the Seller or the Servicer to timely perform the covenant under Section 4(a) above shall constitute a breach of covenant under the Receivables Purchase
Agreement. 
 SECTION 5. 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 6. Ratification. After giving effect to this Amendment, the Joinder Agreement and each of the transactions contemplated by
this Amendment and the Joinder Agreement, 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. 
 SECTION 7. 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 8. 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 9. 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/ Melanie S. Andrews

	Name: Melanie S. Andrews
	Title: President & Treasurer



  

					
		  	S-1	  	 Second 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



  

					
		  	S-2	  	 Second Amendment to Third Amended and

Restated Receivables Purchase Agreement











			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrator
		
	By:	 	 /s/ Van Dusenbury

	Name: Van Dusenbury
	Title: Managing Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Purchaser Agent for Victory’s Purchaser Group
		
	By:	 	 /s/ Van Dusenbury

	Name: Van Dusenbury
	Title: Managing Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Related Committed Purchaser for Victory’s Purchaser Group
		
	By:	 	 /s/ A. Reiter

	Name: A. Reiter
	Title: Vice President



  

					
		  	S-3	  	 Second 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	  	 Second 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/ Shinichi Nochiide

	Name: Shinichi Nochiide
	Title: Attorney-in-Fact



  

					
		  	S-5	  	 Second Amendment to Third Amended and

Restated Receivables Purchase Agreement










 
			
	MIZUHO CORPORATE BANK, LTD., as Purchaser Agent for Working Capital’s Purchaser Group
		
	By:	 	 /s/ Leon Mo

	Name: Leon Mo
	Title: Authorized Signatory



  

					
		  	S-6	  	 Second 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	  	 Second 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/ Sam Pilcer

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

	Name: Kostantina Kourmpetis
	Title: Managing Director



  

					
		  	S-8	  	 Second 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


  

					
		  	S-9	  	 Second Amendment to Third Amended and

Restated Receivables Purchase Agreement










 EXHIBIT A 
 SCHEDULE IV 
 LOCATION OF RECORDS 

 

			
	 Servicer
	 	 Location of Records

	 Airgas, Inc.
	 	 259 N. Radnor Chester Rd., Suite 100
 Radnor, PA 19087

		
	 Seller
	 	 
	 Radnor Funding Corp.
	 	 210 G Baynard Bldg.
 3411
Silverside Rd.
 Wilmington, DE 19810

		
	 Originator
	 	 
	 Airgas - East, Inc.
	 	 27 Northwestern Dr.
 Salem, NH
03079

	 Airgas-Great Lakes, Inc.
	 	 311 Columbus Ave.
 Bay City, MI
48708

	 Airgas - Intermountain, Inc.
	 	 4810 Vasquez Blvd.
 Denver, CO
80216

	 Airgas - Mid America, Inc.
	 	 2950 Industrial Dr.
 Bowling
Green, KY, 42101

	 Airgas - Mid South, Inc.
	 	 31 N. Peoria Ave.
 Tulsa, OK,
74120

	 Airgas-Nor Pac, Inc.
	 	 11900 NE 95th St.
 Vancouver,
WA 98682

	 Airgas - North Central, Inc.
	 	 10 West 4th St.
 Waterloo, IA
50701

	 Airgas - Northern California & Nevada, Inc.
	 	 6790 Florin Perkins Rd.

Sacramento, CA, 95828

	 Airgas - South, Inc.
	 	 125 Townpark Dr, Suite 400

Kennesaw, GA, 30144-5880

	 Airgas-Southwest, Inc.
	 	 21 Waterway, Suite 550
 The
Woodlands, TX 77380

	 Airgas - West, Inc.
	 	 4007 Paramount Blvd.
 Lakewood,
CA, 90712

	 Airgas Carbonic, Inc.
	 	 2530 Sever Rd., Suite 300

Lawrenceville, GA 30043

	 Airgas Merchant Gases, LLC
	 	 259 N. Radnor Chester Rd., Suite 100
 Radnor, PA 19087

	 Airgas Safety, Inc.
	 	 128 Wharton Road
 Bristol, PA
19007

	 Airgas Specialty Gases, Inc.
	 	 2530 Sever Rd., Suite 300

Lawrenceville, GA 30043

	 Airgas Specialty Products, Inc.
	 	 2530 Sever Rd., Suite 300

Lawrenceville, GA 30043

	 Airgas USA, LLC
	 	 259 N. Radnor Chester Rd., Suite 100
 Radnor, PA 19087

	 National Welders Supply Company, Inc.
	 	 810 Gesco St.
 Charlotte, NC
28208

	 Nitrous Oxide Corp.
	 	 2530 Sever Rd., Suite 300

Lawrenceville, GA 30043



  
 Schedule IV-1









 EXHIBIT B 
 SCHEDULE VI 
 COMMITMENTS 

 

					
	 Purchaser
	  	Commitment	 
		
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Related Committed Purchaser for Victory
	  	Commitment: $	155,000,000	  
	 WORKING CAPITAL MANAGEMENT CO., LP, as a Conduit Purchaser and as Related Committed Purchaser for Working Capital
	  	Commitment: $	90,000,000	  
	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH, as Related Committed Purchaser for Atlantic
	  	Commitment: $	50,000,000	  


  
 Schedule VI-1