FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 4.1

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 3, 2007 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 (the “Credit Agreement”).

WHEREAS, Airgas intends to convert certain shares of Capital Stock of National Welders Supply Company, Inc., a North Carolina corporation (“National Welders”), into shares of Capital Stock of Airgas at which point National Welders shall become a Subsidiary of Airgas (the “Transaction”).

WHEREAS, National Welders is a borrower under that certain $100 million credit agreement among National Welders, Bank of America, N.A., Wachovia Bank, National Association and Branch Banking and Trust Company (the “NWS 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. Amendments to Credit Agreement. The following amendments shall become effective immediately upon the consummation of the Transaction:

(a) Section 2.1 (U.S. Revolving Loans).

(i) Section 2.1 of the Credit Agreement is amended by replacing “NINE HUNDRED SIXTY-SIX MILLION U.S. DOLLARS ($966,000,000)” with the following:

“ONE BILLION SIXTY-SIX MILLION U.S. DOLLARS ($1,066,000,000)”

(b) Schedule 2.1(a) (Lenders and Commitments). Schedule 2.1(a) is amended and restated in its entirety as attached hereto.

2. Additional Agreements of the Credit Parties. The Credit Parties covenant to the Agents and the Lenders that the NWS Credit Agreement will be terminated and repaid contemporaneously with the consummation of the Transaction. Failure to comply with this covenant shall be deemed an Event of Default under the Credit Agreement. Furthermore, the Credit Parties shall (a) cause National Welders to

become a U.S. Subsidiary Guarantor pursuant to Section 7.12 of the Credit Agreement and (b) pledge the Capital Stock of National Welders to the Collateral Agent pursuant to Section 7.13 of the Credit Agreement.

3. Letters of Credit. The parties hereto agree that the letters of credit identified on Annex 1 attached hereto shall be deemed to be U.S. Letters of Credit, and from and after the date of this Amendment shall be subject to and governed by the terms and conditions of the Credit Agreement.

4. Effectiveness; Conditions Precedent. This Amendment shall become effective upon receipt by the Agents of the following:

(a) copies of this Amendment duly executed by the Credit Parties and the Required Lenders; and

(b) copies of certified resolutions for Airgas approving the increase in the U.S. Revolving Committed Amount.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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:	Xxxxx 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/ Xxxx Xxxxxx Xxxxxxx
		Name:	Xxxx Xxxxxx Flieger
		Title:	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/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Senior Vice President


BANK OF AMERICA, N.A. (CANADA BRANCH)
By:	/s/ Xxxxxx Xxx
	Name:	Xxxxxx Xxx
	Title:	Vice President


THE BANK OF NEW YORK
By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx 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/ Xxx X. Xxxxxxx
	Name:	Xxx X. Xxxxxxx
	Title:	Vice President


XXXXXXXX XXXXX XXXX , X.X., XXXXXXX
By:	/s/ Xxxxxxx X. Xxx
	Name:	Xxxxxxx X. Xxx
	Title:	Senior Vice President


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


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


THE BANK OF NOVA SCOTIA
By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Managing Director


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


NATIONAL CITY BANK
By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Vice President


BANK OF HAWAII
By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President


CALYON, NEW YORK BRANCH
By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Managing Director


By:	/s/ Yuri Muzichenko
	Name:	Yuri Muzichenko
	Title:	Director


XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Authorized Signator


SUMITOMO MITSUI BANKING CORP., NEW YORK
By:	/s/ Xxxxx X Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	Senior Vice President


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 Xxxx
	Name:	Xxxxxxxx Xxxx
	Title:	Director


LASALLE BANK NATIONAL ASSOCIATION
By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Vice President


SUNTRUST BANK
By:	/s/ Xxxxxxx X. Xxxxxxx, Xx.
	Name:	Xxxxxxx X. Xxxxxxx, Xx.
	Title:	Vice President


COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Vice President


FIFTH THIRD BANK
By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	Officer


FORTIS CAPITAL CORP.
By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Senior Vice President


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


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


REGIONS BANK
By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Senior Vice President


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


COMERICA BANK
By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Vice President


NORTH FORK BANK
By:	/s/ Xxxxxx Xxxx
	Name:	Xxxxxx Xxxx
	Title:	Senior Vice President


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


E. SUN COMMERCIAL BANK., LTD. LOS ANGELES BRANCH
By:	/s/ Xxxxxxxx Xxx
	Name:	Xxxxxxxx Xxx
	Title:	Executive Vice President

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FIRST AMENDMENT TO CREDIT AGREEMENT

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