SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 4.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 2, 2008 among AIRGAS, INC., a Delaware corporation (“Airgas” and also a “Borrower”), AIRGAS CANADA INC., a Canada corporation, and RED-D-ARC LIMITED, an Ontario corporation (each a “Canadian Borrower” and together with Airgas, the “Borrowers”), the Guarantors signatory hereto, the Lenders signatory hereto BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “U.S. Agent”) and THE BANK OF NOVA SCOTIA, as Canadian administrative agent for the Lenders (in such capacity, the “Canadian Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agents are parties to that certain Credit Agreement dated as of July 25, 2006 (as previously amended, the “Credit Agreement”).

WHEREAS, the Required Lenders have agreed to amend certain terms of the Credit Agreement on the terms, and subject to the conditions, set forth below.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Amendment to Credit Agreement. Section 8.5(m) of the Credit Agreement is amended to read as follows:

(m) other Investments not constituting Restricted Payments and not listed above in an aggregate amount not to exceed $50,000,000

2. Effectiveness; Conditions Precedent. This Amendment shall become effective upon receipt by the Agents of copies of this Amendment duly executed by the Credit Parties and the Required Lenders.

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

4. Representations and Warranties. Each Credit Party hereby represents and warrants that (i) each Credit Party that is party to this Amendment: (a) has the requisite corporate power and authority to execute, deliver and perform this Amendment, as applicable and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Amendment, (ii) the representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects on and as of the date hereof upon giving effect to this Amendment as though made on and as of such date (except for those which expressly relate to an earlier date) and (iii) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof upon giving effect to this Amendment.

5. Acknowledgment. The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment does not operate to reduce or discharge the Guarantors’ obligations under the Credit Agreement or the other Credit Documents. The Guarantors further acknowledge and agree that the Guarantors have no claims, counterclaims, offsets, or defenses to the Credit Documents and the performance of the Guarantors’ obligations thereunder or if the Guarantors did have any such claims, counterclaims, offsets or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished and released in consideration of the Lenders’ execution and delivery of this Amendment.

6. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

7. Binding Effect. This Amendment, the Credit Agreement and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. Except as expressly modified and amended in this Amendment, all the terms, provisions and conditions of the Credit Documents shall remain unchanged and shall continue in full force and effect.

8. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

9. Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered and this Amendment shall be effective as of the date first above written.


BORROWERS:	AIRGAS, INC.

	By:	/s/ Xxxxxx X. Xxxxxxxx

	Name:	Xxxxxx X. Xxxxxxxx
	Title:	Vice President


		AIRGAS CANADA INC.

		By:		/s/ Xxxxxx X. Xxxxx

		Name:		Xxxxxx X. Xxxxx
		Title:		Vice President


		RED-D-ARC LIMITED

		By:		/s/Xxxxxx X. Xxxxx

		Name:		Xxxxxx X. Xxxxx
		Title:		Vice President


U.S. SUBSIDIARY
GUARANTORS:	AIRGAS-EAST, INC. AIRGAS-GREAT LAKES, INC. AIRGAS-MID AMERICA, INC. AIRGAS-NORTH CENTRAL, INC. AIRGAS-SOUTH, INC. AIRGAS-GULF STATES, INC. AIRGAS-INTERMOUNTAIN, INC. AIRGAS-MID SOUTH, INC. AIRGAS-NORPAC, INC. AIRGAS-NORTHERN CALIFORNIA & NEVADA, INC. AIRGAS-SOUTHWEST, INC. AIRGAS-WEST, INC. AIRGAS-SAFETY, INC. AIRGAS CARBONIC, INC. AIRGAS SPECIALTY GASES, INC. NITROUS OXIDE CORP. RED-D-ARC, INC. AIRGAS DATA, LLC AIRGAS GASPRO, INC. MISSOURI RIVER HOLDINGS, INC. AIRGAS INVESTMENTS, INC. AIRGAS SPECIALTY PRODUCTS, INC. CO2 DIRECT, INC. WORLDWIDE WELDING, INC., AIRGAS MERCHANT HOLDINGS, INC. AIRGAS MERCHANT GASES, LLC,

	By:	/s/Xxxxxx X. Xxxxx

	Name:	Xxxxxx X. Xxxxx
	Title:	Vice President

CANADIAN SUBSIDIARY
GUARANTORS:	AIRGAS, S.A. DE C.V.
	RED-D-ARC, S.A. DE C.V.
	AIRGAS WEST, S.A. DE C.V.

	By:	/s/ Xxxxxx X. Xxxxxxxx

	Name:	Xxxxxx X. Xxxxxxxx
	Title:	Vice President



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

	By:	/s/ Xxxxx X. Xxx, Xx.

	Name:	Xxxxx X. Xxx, Xx.
	Title:	Senior Vice President


CANADIAN AGENT:	THE BANK OF NOVA SCOTIA

	By:	/s/ Xxxxx X. Xxxx

	Name:	Xxxxx X. Xxxx
	Title:	Director


LENDERS:	BANK OF AMERICA, N.A.

	By:	/s/ Xxxxx X. Xxx, Xx.

	Name:	Xxxxx X. Xxx, Xx.
	Title:	Senior Vice President

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

	By:	/s/ Xxxxxx Sales xx Xxxxxxx

	Name:	Xxxxxx Sales xx Xxxxxxx
	Title:	Vice President


		XXX XXXX XX XXX XXXX

		By:		/s/ Xxxxxxx X. Xxxxxxxx

		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Vice President


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NY BRANCH
By:	/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Authorized Signatory


CITIZENS BANK
By:	/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Senior Vice President


JPMORGAN CHASE BANK , N.A.
By:	/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President


WACHOVIA BANK, N.A.
By:	/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President


PNC BANK NA
By:	/s/Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Vice President


XXX XXXX XX XXXX XXXXXX
By:	/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Managing Director


MELLON BANK, N.A.
By:	/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President


BANK OF HAWAII
By:	/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Vice President


CALYON, NEW YORK BRANCH
By:	/s/ Yuri Muzichenko
Name:		Yuri Muzichenko
Title:		Director



By:	/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Managing Director


SUMITOMO MITSUI BANKING CORP., NEW YORK
By:	/s/ Xxxxxxxxx Xxxxxxxxx
Name:		Xxxxxxxxx Xxxxxxxxx
Title:		General Manager


BRANCH BANKING AND TRUST CO.
By:	/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Senior Vice President


BANK LEUMI USA
By:	/s/ Xxxxx Xxx Hong
Name:		Xxxxx Xxx Hong
Title:		First Vice President


BARCLAYS BANK PLC
By:	/s/Xxxxxxxx X. Xxxx
Name:		Xxxxxxxx X. Xxxx
Title:		Director


SUNTRUST BANK
By:	/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Managing Director


XXXXXXXXXX XXXXXXXXXX, XXX XXXX BRANCH
By:	/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Senior Vice President



By:	/s/ Xxxxxxxx Xxxxxxxxxx, CFA
Name:		Xxxxxxxx Xxxxxxxxxx
Title:		Vice President


FIFTH THIRD BANK
By:	/s/ Xxxx Xxxxxxxxxx
Name:		Xxxx Xxxxxxxxxx
Title:		Vice President


HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Vice President


US BANK, NATIONAL ASSOCIATION
By:	/s/ X. X. Xxxxxxx
Name:		X. X. Xxxxxxx
Title:		Senior Vice President


COMERICA BANK
By:	/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Assistant Vice President


PEOPLE’S BANK
By:	/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Vice President

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SECOND AMENDMENT TO CREDIT AGREEMENT

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