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Credit Agreement [Amendment No. 4]
Credit Agreement [Amendment No. 4] (33K)
Doc #232559: Click preview link for longer preview.
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of February 6, 2004 is entered into by and 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), CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian administrative agent for the Lenders (in such capacity, the Canadian Agent), FLEET NATIONAL BANK, as Syndication Agent, and THE BANK OF NEW YORK, as Documentation Agent.
RECITALS
A. The Borrowers, the Guarantors, the Lenders and the Agents are party to that certain Tenth Amended and Restated Credit Agreement dated as of July 30, 2001, as previously amended pursuant to that certain First Amendment to Credit Agreement dated as of December 31, 2001, that certain Waiver and Second Amendment to Credit Agreement dated as of August 20, 2002, and that certain Third Amendment to Credit Agreement dated as of May 2, 2003 (as so previously amended, the Existing Credit Agreement).
B. The Credit Parties have requested that the Required Lenders amend the Existing Credit Agreement as provided herein.
C. The Required Lenders have agreed to amend the Existing Credit Agreement on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as follows:
232559
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Airgas
As referenced in this Credit Agreement [Amendment No. 4]:
AIRGAS, – AGREEMENT (this Amendment), dated as of February 6, 2004 is entered into by and among AIRGAS, INC., a Delaware corporation (Airgas and also a Borrower), AIRGAS CANADA INC., a Canada
(Airgas – of February 6, 2004 is entered into by and among AIRGAS, INC., a Delaware corporation (Airgas and also a Borrower), AIRGAS CANADA INC., a Canada corporation, and RED-D-ARC LIMITED,
AIRGAS – entered into by and 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
Airgas, – 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.
Airgas, – to the Receivables Purchase Agreement dated as of December 22, 2000 among the Receivables Subsidiary, Airgas, Inc., the Receivables Financiers party thereto and PNC Bank, National Association, as administrator, as
dt 54008
;
BOC Group
As referenced in this Credit Agreement [Amendment No. 4]:
BOC Group, – Section 1.1 of the Existing Credit Agreement in appropriate alphabetical order:
Bravo means The BOC Group, Inc., a Delaware corporation.
Echo Acquisition means the Acquisition by Airgas of the Packaged
dt 29771
;
 BofA
As referenced in this Credit Agreement [Amendment No. 4]:
BANK OF AMERICA, – 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.
BANK OF AMERICA, – Joseph C. Sullivan
Name:
Joseph C. Sullivan
Title:
Vice President
[Signatures continued]
U.S. AGENT:
BANK OF AMERICA, N.A.,
as US Agent
By:
/s/ Wendy J. Gorman
Name:
Wendy J. Gorman
BANK OF AMERICA, – By:
/s/ Wendy J. Gorman
Name:
Wendy J. Gorman
Title:
Managing Director
U.S. LENDERS:
BANK OF AMERICA, N.A.
By:
/s/ Wendy J. Gorman
Name:
Wendy J. Gorman
Title:
Managing Director
BANK OF AMERICA, – J. Sorresso
Name:
Dominic J. Sorresso
Title:
Executive Director
CBIC World Markets Corp., as Agent
BANK OF AMERICA, N.A. (CANADA BRANCH)
By:
/s/ Medina Sales de Andrade
Name:
Medina Sales de
dt 41122
;
|
BNY
As referenced in this Credit Agreement [Amendment No. 4]:
BANK OF NEW YORK, – Lenders (in such capacity, the Canadian Agent), FLEET NATIONAL BANK, as Syndication Agent, and THE BANK OF NEW YORK, as Documentation Agent.
RECITALS
A. The Borrowers, the Guarantors, the Lenders and the Agents
BANK OF NEW YORK
– Hall
Title:
Vice President
By:
/s/ Francesco DiMario
Name:
Francesco DiMario
Title:
Vice President
THE BANK OF NEW YORK
By:
/s/ David S. Csatari
Name:
David S. Csatari
Title:
Vice President
BANK OF
dt 43719
;
CIBC
As referenced in this Credit Agreement [Amendment No. 4]:
CANADIAN IMPERIAL BANK OF COMMERCE, – hereto, the Lenders signatory hereto, BANK OF AMERICA, N. A., as administrative agent for the Lenders (in such capacity, the U.S. Agent), CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian administrative agent for the Lenders (in such capacity, the Canadian Agent), FLEET NATIONAL BANK, as Syndication Agent, and THE BANK
_____________
CANADIAN IMPERIAL BANK OF COMMERCE
– Pacific Investment Management Company LLC,
as its Investment Advisor
By:
/s/ Mohan V. Phansalkar
Name:
Mohan V. Phansalkar
Title:
Managing Director
CANADIAN AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE
By:
/s/ Dominic J. Sorresso
Name:
Dominic J. Sorresso
Title:
Executive Director
CBIC World Markets Corp., as Agent
CANADIAN LENDERS:
CANADIAN IMPERIAL
_____________
CANADIAN IMPERIAL BANK OF COMMERCE
– BANK OF COMMERCE
By:
/s/ Dominic J. Sorresso
Name:
Dominic J. Sorresso
Title:
Executive Director
CBIC World Markets Corp., as Agent
CANADIAN LENDERS:
CANADIAN IMPERIAL BANK OF COMMERCE
By:
/s/ Dominic J. Sorresso
Name:
Dominic J. Sorresso
Title:
Executive Director
CBIC World Markets Corp., as Agent
BANK OF AMERICA, N.
_____________
dt 243722
;
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Credit Agreement [Amendment No. 1]
Credit Agreement [Amendment No. 1] (91K)
Doc #232675: Click preview link for longer preview.
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of December 31, 2001, is entered into by and 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"), CANADIAN IMPERIAL BANK OF COMMERCE, as
Canadian administrative agent for the Lenders (in such capacity,
the "Canadian Agent"), FLEET NATIONAL BANK, as Syndication Agent,
and THE BANK OF NEW YORK, as Documentation Agent.
RECITALS
A. The Borrowers, the Guarantors, the Lenders and the
Agents are party to that certain Tenth Amended and Restated
Credit Agreement dated as of July 30, 2001 (the "Existing Credit
Agreement").
B. The Credit Parties have requested that the Required
Lenders amend the Existing Credit Agreement as provided herein.
C. The Required Lenders have agreed to amend the Existing
Credit Agreement on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the agreements herein
contained, the parties hereto hereby agree as follows:
232675
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Airgas
As referenced in this Credit Agreement [Amendment No. 1]:
AIRGAS, – AGREEMENT (this "Amendment"),
dated as of December 31, 2001, is entered into by and among
AIRGAS, INC., a Delaware corporation ("Airgas" and also a
"Borrower"), AIRGAS CANADA INC., a Canada
"Airgas" – of December 31, 2001, is entered into by and among
AIRGAS, INC., a Delaware corporation ("Airgas" and also a
"Borrower"), AIRGAS CANADA INC., a Canada corporation, and RED-D-
ARC
AIRGAS – entered into by and 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 "
Airgas, – 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.
Airgas – the appropriate applicable percentage,
corresponding to the higher of the long term credit ratings
of Airgas by S&P and Moody's in effect as of such date:
{TABLE}
{CAPTION}
Applicable
dt 54113
;
Air Products
As referenced in this Credit Agreement [Amendment No. 1]:
Air Products and Chemicals – any assignment made in accordance with the provisions
of Section 2.5(g).
"Willow" means Air Products and Chemicals , Inc.'s
business in the United States with respect to (a) the sale
of
Air Products and
Chemicals – PAGE}
"Willow Purchase Agreement" means the purchase
agreement to be entered into by Airgas and Air Products and
Chemicals , Inc. in respect of the Willow Acquisition,
together with all schedules and exhibits thereto.
dt 53790
;
BofA Securities
As referenced in this Credit Agreement [Amendment No. 1]:
Banc of America Securities – paid in respect of
such upfront fees pursuant to that certain fee letter
dated December 6, 2001 among Airgas, Bank of America
and Banc of America Securities LLC ("BAS")) and (b) for
the account of BAS, the costs, fees and expenses
required to be paid by Airgas to BAS pursuant
_____________
dt 94033
;
|
BofA
As referenced in this Credit Agreement [Amendment No. 1]:
BANK OF AMERICA, – 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.
Bank of America
– such upfront fees pursuant to that certain fee letter
dated December 6, 2001 among Airgas, Bank of America
and Banc of America Securities LLC ("BAS")) and (b) for
the account of BAS,
Bank of
America – that
certain amended and restated engagement letter dated
December 6, 2001, as amended, among Airgas, Bank of
America and BAS.
"Willow Acquisition Date" means the date on which the
Willow Acquisition is consummated.
BANK OF AMERICA, – C. Sullivan
Title: Vice President and Treasurer
[Signatures continued]
S-2
{PAGE}
U.S. AGENT: BANK OF AMERICA, N.A.,
By: /S/Donald J. Chin
Name: Donald J. Chin
Title: Managing Director
BANK OF AMERICA, – By: /S/Donald J. Chin
Name: Donald J. Chin
Title: Managing Director
U.S. LENDERS: BANK OF AMERICA, N.A.
By: /S/Donald J. Chin
Name: Donald J. Chin
Title: Managing Director
dt 41129
;
BNY
As referenced in this Credit Agreement [Amendment No. 1]:
BANK OF NEW YORK, – Lenders (in such capacity,
the "Canadian Agent"), FLEET NATIONAL BANK, as Syndication Agent,
and THE BANK OF NEW YORK, as Documentation Agent.
RECITALS
A. The Borrowers, the Guarantors, the Lenders and the
Agents
BANK OF NEW YORK
– Vice President
By: /S/Frederic W. Hall
Name: Frederic W. Hall
Title: Vice President
THE BANK OF NEW YORK
By: /S/David S. Csatari
Name: David S. Csatari
Title: Assistant Vice President
BANK
dt 43726
;
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Credit Agreement [Amended and Restated No. 10]
Credit Agreement [Amended and Restated No. 10] (459K)
Doc #232717: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4
{SEQUENCE}3
{FILENAME}exh4.txt
{DESCRIPTION}EXHIBIT 4.1 - CREDIT AGREEMENT
{TEXT}
TENTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 30, 2001
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO,
BANK OF AMERICA, N.A.,
as U.S. Agent
AND
CANADIAN IMPERIAL BANK OF COMMERCE,
as Canadian Agent
FLEET NATIONAL BANK,
as Syndication Agent
THE BANK OF NEW YORK,
as Documentation Agent
{PAGE}
TABLE OF CONTENTS
SECTION 1 DEFINITIONS.......................................................1
1.1 Definitions.....................................................1
1.2 Computation of Time Periods....................................24
1.3 Accounting Terms...............................................24
SECTION 2 U.S. DOLLAR CREDIT FACILITIES....................................25
2.1 Revolving U.S. Loans...........................................25
2.2 Competitive U.S. Loan Subfacility..............................26
2.3 U.S. Letter of Credit Subfacility..............................28
2.4 U.S. Swingline Loan Subfacility................................31
SECTION 3 Canadian Dollar CREDIT FACILITIES................................33
3.1 Revolving Canadian Loans.......................................33
3.2 Canadian Swingline Loan Subfacility............................34
3.3 Canadian Letter of Credit Subfacility..........................35
3.4 Bankers' Acceptances...........................................38
3.5 Removal of a Canadian Borrower.................................40
3.6 Reset Mechanism................................................40
SECTION 4 OTHER PROVISIONS RELATING TO CREDIT FACILITIES...................40
4.1 Default Rate...................................................40
4.2 Extension and Conversion.......................................41
4.3 Prepayments....................................................41
4.4 Termination and Reduction of Commitments; Increase of
Commitments..................................................43
4.5 Fees...........................................................44
4.6 Capital Adequacy...............................................46
4.7 Inability To Determine Interest Rate...........................47
4.8 Illegality.....................................................47
4.9 Requirements of Law............................................47
4.10 Taxes..........................................................48
4.11 Indemnity......................................................49
4.12 Pro Rata Treatment.............................................50
4.13 Sharing of Payments............................................51
4.14 Payments, Computations, Etc....................................51
SECTION 5 CONDITIONS.......................................................54
5.1 Closing Conditions.............................................54
5.2 Conditions to all Extensions of Credit.........................55
SECTION 6 REPRESENTATIONS AND WARRANTIES...................................56
6.1 Financial Condition............................................56
6.2 No Change......................................................56
6.3 Organization; Existence; Compliance with Law...................56
6.4 Power; Authorization; Enforceable Obligations..................56
6.5 No Legal Bar...................................................57
6.6 No Material Litigation.........................................57
6.7 No Default.....................................................57
6.8 Ownership of Property; Liens...................................57
6.9 Intellectual Property..........................................57
6.10 No Burdensome Restrictions.....................................57
6.11 Taxes..........................................................58
6.12 ERISA..........................................................58
6.13 Governmental Regulations, Etc..................................58
6.14 Subsidiaries...................................................59
6.15 Purpose of Loans and Letters of Credit.........................59
6.16 Environmental Matters..........................................59
6.17 Solvency.......................................................60
SECTION 7 AFFIRMATIVE COVENANTS............................................60
7.1 Information Covenants..........................................60
{PAGE}
7.2 Preservation of Existence and Franchises.......................62
7.3 Books and Records..............................................62
7.4 Compliance with Law............................................62
7.5 Payment of Taxes and Other Indebtedness........................62
7.6 Insurance......................................................62
7.7 Maintenance of Property........................................63
7.8 Use of Proceeds................................................63
7.9 Audits/Inspections.............................................63
7.10 Financial Covenants............................................63
7.11 Maintenance of Designation Rights - National Welders Board
of Directors.................................................64
7.12 Additional Guarantors..........................................64
7.13 Pledged Assets.................................................64
7.14 Receivables Financing Further Assurances.......................66
7.15 Other Further Assurances.......................................66
SECTION 8 NEGATIVE COVENANTS...............................................66
8.1 Indebtedness...................................................66
8.2 Liens..........................................................67
8.3 Nature of Business.............................................67
8.4 Consolidation, Merger, Amalgamation or Sale....................67
8.5 Investments....................................................68
8.6 Restricted Payments............................................69
8.7 Payments of Indebtedness, Etc..................................69
8.8 Fiscal Year; Organizational Documents..........................70
8.9 Limitation on Restricted Actions...............................70
8.10 Issuance and Sale of Subsidiary Stock..........................70
8.11 No Further Negative Pledges....................................71
8.12 Transactions with Affiliates...................................71
8.13 Restricted Subsidiaries........................................71
SECTION 9 EVENTS OF DEFAULT................................................71
9.1 Events of Default..............................................71
9.2 Acceleration; Remedies.........................................73
SECTION 10 AGENCY PROVISIONS................................................74
10.1 Appointment....................................................74
10.2 Delegation of Duties...........................................75
10.3 Exculpatory Provisions.........................................75
10.4 Reliance on Communications.....................................75
10.5 Notice of Default..............................................76
232717
|
Airgas
As referenced in this Credit Agreement [Amended and Restated No. 10]:
AIRGAS, – AGREEMENT
{TEXT}
TENTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 30, 2001
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF
AIRGAS – TENTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 30, 2001
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM
AIRGAS, – AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME
AIRGAS, – CREDIT AGREEMENT, dated as of
July 30, 2001 (the "Credit Agreement"), is by and among AIRGAS, INC., a
Delaware corporation ("Airgas" and also a "Borrower"), AIRGAS CANADA INC.,
a Canada
"Airgas" – July 30, 2001 (the "Credit Agreement"), is by and among AIRGAS, INC., a
Delaware corporation ("Airgas" and also a "Borrower"), AIRGAS CANADA INC.,
a Canada corporation, and RED-D-ARC
dt 54154
;
McGraw-Hill Companies
As referenced in this Credit Agreement [Amended and Restated No. 10]:
McGraw-Hill Companies, Inc – meaning assigned to
such term in Section 2.1(a).
"S&P" means Standard & Poor's Ratings Services Group, a
division of The McGraw-Hill Companies, Inc ., or any successor or
assignee of the business of such division in the business of
rating securities.
"Sale and Leaseback Transaction" means
_____________
dt 311286
;
BofA Securities
As referenced in this Credit Agreement [Amended and Restated No. 10]:
Banc of America
Securities – i) U.S. Agent Fees. Airgas agrees to pay to the U.S. Agent,
for its own account and for the account of Banc of America
Securities LLC, as applicable, the fees referred to in the U.S.
Agent's Fee Letter (collectively, the "U.S. Agent's Fees").
(ii)
_____________
dt 94035
;
|
BofA
As referenced in this Credit Agreement [Amended and Restated No. 10]:
BANK OF AMERICA, – TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO,
BANK OF AMERICA, N.A.,
as U.S. Agent
AND
CANADIAN IMPERIAL BANK OF COMMERCE,
as Canadian
BANK OF AMERICA, – may from time to time become a
party hereto as Canadian Lenders (the "Canadian Lenders"), BANK OF AMERICA,
N.A., as administrative agent for the Lenders (in such capacity, the "U.S.
"Bank of America" – Canadian Lender, (b) denominated in Canadian Dollars and (c)
issued and payable only in Canada.
"Bank of America" means Bank of America, N.A. and its
successors.
"Bankruptcy Code" means the Bankruptcy
Bank of America, – in Canadian Dollars and (c)
issued and payable only in Canada.
"Bank of America" means Bank of America, N.A. and its
successors.
"Bankruptcy Code" means the Bankruptcy Code in Title 11
Bank of America, – pursuant to and in accordance with the terms of the
Collateral Documents.
"Collateral Agent" means Bank of America, in its capacity as
collateral agent under the U.S. Pledge Agreement, together with
dt 41135
;
BNY
As referenced in this Credit Agreement [Amended and Restated No. 10]:
BANK OF NEW YORK, – CANADIAN IMPERIAL BANK OF COMMERCE,
as Canadian Agent
FLEET NATIONAL BANK,
as Syndication Agent
THE BANK OF NEW YORK,
as Documentation Agent
{PAGE}
TABLE OF CONTENTS
SECTION 1 DEFINITIONS.......................................................1
1.1 Definitions.....................................................
Bank of New York
– Indenture" means that certain Indenture
dated as of August 1, 1996, among Airgas and The Bank of New York
as Trustee, as such Medium Term Note Indenture may be amended,
modified, restated or
Bank of New
York, – means the Indenture, dated as
of the Closing Date, by and among Airgas and The Bank of New
York, as trustee, as such Subordinated Note Indenture may be
amended, modified, restated or supplemented
BANK OF NEW YORK
– Title: Vice President
By /s/ Carlo Vecchi
-----------------------------------
Name: Carlo Vecchi
Title: Senior Vice President
THE BANK OF NEW YORK
By /s/ David S. Csatari
-----------------------------------
Name: David S. Csatari
Title: Assistant Vice President
BANK
dt 43742
;
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Credit Agreement
Credit Agreement (457K)
Doc #1569340: Click preview link for longer preview.
ELEVENTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of January 14, 2005
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
. . .
1569340
|
Airgas
As referenced in this Credit Agreement:
AIRGAS, – txt
ELEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED JANUARY 14, 2005
EXHIBIT 4.1
ELEVENTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of January 14, 2005
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME
_____________
AIRGAS – ELEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED JANUARY 14, 2005
EXHIBIT 4.1
ELEVENTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of January 14, 2005
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY
_____________
AIRGAS, – 4.1
ELEVENTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of January 14, 2005
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO,
BANK OF AMERICA, N.A.,
as U.S. Agent
and
THE
_____________
AIRGAS, – Assumption
iv
ELEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS ELEVENTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January
14, 2005 (the "Credit Agreement"), is by and 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
_____________
"Airgas" – AMENDED AND RESTATED CREDIT AGREEMENT
THIS ELEVENTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January
14, 2005 (the "Credit Agreement"), is by and 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
_____________
dt 1850060
;
BOC Group
As referenced in this Credit Agreement:
BOC Group, – H) one-time charges resulting from the permanent closure
of facilities, the termination of employees and other costs directly associated
with the Acquisition of the packaged gas business of The BOC Group, Inc. and the
financing thereof to the extent such charges were incurred not later than
January 31, 2006 and not exceeding $15,000,000 in the aggregate, minus (iii)
_____________
BOC Group, – the disposition of
Inventory in the ordinary course of business, all as determined in accordance
with GAAP. The portion of Consolidated EBITDA attributable to the packaged gas
business of The BOC Group, Inc. for each of the four full fiscal quarters
immediately preceding July 31, 2004 shall be reasonably satisfactory to the U.S.
Agent.
"Consolidated Interest Coverage Ratio" means, as
_____________
dt 1317861
;
|
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – Airgas
that, at the option of Airgas, executes a Joinder Agreement in accordance with
Section 7.12.
"S&P" means Standard & Poor's Ratings Services Group, a division of The
McGraw-Hill Companies, Inc ., or any successor or assignee of the business of
such division in the business of rating securities.
"Sale and Leaseback Transaction" means any arrangement pursuant to which
any Consolidated
_____________
dt 1518110
;
BofA Securities
As referenced in this Credit Agreement:
BANC OF AMERICA SECURITIES LLC – JPMORGAN CHASE BANK, N.A.
and
THE BANK OF NEW YORK,
as Co-Syndication Agents,
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
and
PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents,
BANC OF AMERICA SECURITIES LLC
and
J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Co-Book Managers,
and
THE BANK OF NEW YORK,
as Joint Lead Arranger
TABLE OF CONTENTS
dt 1863767
;
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Credit Agreement
Credit Agreement (474K)
Doc #2617327: Click preview link for longer preview.
Restated Credit Agreement was omitted. The omitted information is marked with
bolded brackets and double asterisks [**]. The omitted information has been
filed separately with the Securities and Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as . . .
2617327
|
Airgas
As referenced in this Credit Agreement:
AIRGAS, – brackets and double asterisks [**]. The omitted information has been
filed separately with the Securities and Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME
_____________
AIRGAS – double asterisks [**]. The omitted information has been
filed separately with the Securities and Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY
_____________
AIRGAS, – Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO,
BANK OF AMERICA, N.A.,
as U.S. Agent
and
THE
_____________
AIRGAS, – and Assumption
iv
{PAGE}
TWELFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS TWELFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 25,
2006 (the "Credit Agreement"), is by and 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
_____________
"Airgas" – AMENDED AND RESTATED CREDIT AGREEMENT
THIS TWELFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 25,
2006 (the "Credit Agreement"), is by and 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
_____________
dt 1622097
;
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – Airgas
that, at the option of Airgas, executes a Joinder Agreement in accordance with
Section 7.12.
"S&P" means Standard & Poor's Ratings Services Group, a division of The
McGraw-Hill Companies, Inc ., or any successor or assignee of the business of
such division in the business of rating securities.
"Sale and Leaseback Transaction" means any arrangement pursuant to which
any Consolidated
_____________
dt 1624750
;
|
BofA Securities
As referenced in this Credit Agreement:
BANC OF AMERICA SECURITIES LLC – A.,
as Syndication Agent,
THE BANK OF NEW YORK,
THE BANK OF NOVA SCOTIA,
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
and
PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents,
and
BANC OF AMERICA SECURITIES LLC
and
J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Co-Book Managers,
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I DEFINITIONS..................................................... 1
1.1 Definitions...................................................... 1
_____________
Banc of America Securities LLC – modification hereof or of any other Credit Document) are an arm's-length
commercial transaction between the Credit Parties and their respective
Affiliates, on the one hand, and the Agents, Banc of America Securities LLC
("BAS") and J.P. Morgan Securities Inc. ("JPMS, together with BAS, the
"Arrangers"), on the other hand, and each of the Credit Parties is capable of
evaluating and understanding
_____________
dt 1689092
;
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, N.A. – INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO,
BANK OF AMERICA, N.A. ,
as U.S. Agent
and
THE BANK OF NOVA SCOTIA,
as Canadian Agent
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,
THE BANK OF NEW YORK,
THE BANK OF
_____________
BANK OF AMERICA, N.A. – hereto, the several lenders identified on the signature pages
hereto as Lenders and such other lenders as may from time to time become a party
hereto as Lenders (the "Lenders"), 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,
_____________
Bank of America, N.A. – modified from time to time until (but not
including) the date of this Credit Agreement, the "Existing Credit Agreement")
with the banks, financial institutions and other institutional lenders party
thereto, Bank of America, N.A. , as United States administrative agent for such
lenders, and Canadian Imperial Bank of Commerce, as Canadian administrative
agent for such lenders.
WHEREAS, the parties to this Credit Agreement desire
_____________
Bank of America, N.A. – Canadian Borrower under
the Canadian Revolving Commitment for acceptance by a Canadian Lender, (b)
denominated in Canadian Dollars and (c) issued and payable only in Canada.
"Bank of America" means Bank of America, N.A. and its successors.
"Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code or the Bankruptcy and Insolvency Act of Canada, in any case, as
_____________
BANK OF AMERICA, N.A. – S.A. DE C.V.
AIRGAS WEST, S.A. DE C.V.
By: /s/ Joseph C. Sullivan
------------------------------------
Name: Joseph C. Sullivan
Title: Vice President
{PAGE}
[Signatures continued]
U.S. AGENT: BANK OF AMERICA, N.A. ,
By: /s/ Colleen M. Briscoe
------------------------------------
Name: Colleen M. Briscoe
Title: Vice President
{PAGE}
CANADIAN AGENT: THE BANK OF NOVA SCOTIA
By: /s/ James Rhee
------------------------------------
Name: James Rhee
Title: Director
_____________
dt 1635739
;
More... |
| Preview
Full Doc
| 2006 |
Credit Agreement
Credit Agreement (474K)
Doc #2618609: Click preview link for longer preview.
Restated Credit Agreement was omitted. The omitted information is marked with
bolded brackets and double asterisks [**]. The omitted information has been
filed separately with the Securities and Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as . . .
2618609
|
Airgas
As referenced in this Credit Agreement:
AIRGAS, – brackets and double asterisks [**]. The omitted information has been
filed separately with the Securities and Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME
_____________
AIRGAS – double asterisks [**]. The omitted information has been
filed separately with the Securities and Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY
_____________
AIRGAS, – Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO,
BANK OF AMERICA, N.A.,
as U.S. Agent
and
THE
_____________
AIRGAS, – and Assumption
iv
{PAGE}
TWELFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS TWELFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 25,
2006 (the "Credit Agreement"), is by and 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
_____________
"Airgas" – AMENDED AND RESTATED CREDIT AGREEMENT
THIS TWELFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 25,
2006 (the "Credit Agreement"), is by and 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
_____________
dt 1622098
;
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – Airgas
that, at the option of Airgas, executes a Joinder Agreement in accordance with
Section 7.12.
"S&P" means Standard & Poor's Ratings Services Group, a division of The
McGraw-Hill Companies, Inc ., or any successor or assignee of the business of
such division in the business of rating securities.
"Sale and Leaseback Transaction" means any arrangement pursuant to which
any Consolidated
_____________
dt 1624772
;
|
BofA Securities
As referenced in this Credit Agreement:
BANC OF AMERICA SECURITIES LLC – A.,
as Syndication Agent,
THE BANK OF NEW YORK,
THE BANK OF NOVA SCOTIA,
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
and
PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents,
and
BANC OF AMERICA SECURITIES LLC
and
J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Co-Book Managers,
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I DEFINITIONS..................................................... 1
1.1 Definitions...................................................... 1
_____________
Banc of America Securities LLC – modification hereof or of any other Credit Document) are an arm's-length
commercial transaction between the Credit Parties and their respective
Affiliates, on the one hand, and the Agents, Banc of America Securities LLC
("BAS") and J.P. Morgan Securities Inc. ("JPMS, together with BAS, the
"Arrangers"), on the other hand, and each of the Credit Parties is capable of
evaluating and understanding
_____________
dt 1689107
;
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, N.A. – INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO,
BANK OF AMERICA, N.A. ,
as U.S. Agent
and
THE BANK OF NOVA SCOTIA,
as Canadian Agent
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,
THE BANK OF NEW YORK,
THE BANK OF
_____________
BANK OF AMERICA, N.A. – hereto, the several lenders identified on the signature pages
hereto as Lenders and such other lenders as may from time to time become a party
hereto as Lenders (the "Lenders"), 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,
_____________
Bank of America, N.A. – modified from time to time until (but not
including) the date of this Credit Agreement, the "Existing Credit Agreement")
with the banks, financial institutions and other institutional lenders party
thereto, Bank of America, N.A. , as United States administrative agent for such
lenders, and Canadian Imperial Bank of Commerce, as Canadian administrative
agent for such lenders.
WHEREAS, the parties to this Credit Agreement desire
_____________
Bank of America, N.A. – Canadian Borrower under
the Canadian Revolving Commitment for acceptance by a Canadian Lender, (b)
denominated in Canadian Dollars and (c) issued and payable only in Canada.
"Bank of America" means Bank of America, N.A. and its successors.
"Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code or the Bankruptcy and Insolvency Act of Canada, in any case, as
_____________
BANK OF AMERICA, N.A. – S.A. DE C.V.
AIRGAS WEST, S.A. DE C.V.
By: /s/ Joseph C. Sullivan
------------------------------------
Name: Joseph C. Sullivan
Title: Vice President
{PAGE}
[Signatures continued]
U.S. AGENT: BANK OF AMERICA, N.A. ,
By: /s/ Colleen M. Briscoe
------------------------------------
Name: Colleen M. Briscoe
Title: Vice President
{PAGE}
CANADIAN AGENT: THE BANK OF NOVA SCOTIA
By: /s/ James Rhee
------------------------------------
Name: James Rhee
Title: Director
_____________
dt 1635752
;
More... |
| Preview
Full Doc
| 2006 |
Credit Agreement
Credit Agreement (474K)
Doc #2618679: Click preview link for longer preview.
Restated Credit Agreement was omitted. The omitted information is marked with
bolded brackets and double asterisks [**]. The omitted information has been
filed separately with the Securities and Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as . . .
2618679
|
Airgas
As referenced in this Credit Agreement:
AIRGAS, – brackets and double asterisks [**]. The omitted information has been
filed separately with the Securities and Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME
_____________
AIRGAS – double asterisks [**]. The omitted information has been
filed separately with the Securities and Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY
_____________
AIRGAS, – Exchange Commission.
TWELFTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of July 25, 2006
among
AIRGAS, INC.,
AIRGAS CANADA INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO,
BANK OF AMERICA, N.A.,
as U.S. Agent
and
THE
_____________
AIRGAS, – and Assumption
iv
{PAGE}
TWELFTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS TWELFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 25,
2006 (the "Credit Agreement"), is by and 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
_____________
"Airgas" – AMENDED AND RESTATED CREDIT AGREEMENT
THIS TWELFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 25,
2006 (the "Credit Agreement"), is by and 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
_____________
dt 1622099
;
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – Airgas
that, at the option of Airgas, executes a Joinder Agreement in accordance with
Section 7.12.
"S&P" means Standard & Poor's Ratings Services Group, a division of The
McGraw-Hill Companies, Inc ., or any successor or assignee of the business of
such division in the business of rating securities.
"Sale and Leaseback Transaction" means any arrangement pursuant to which
any Consolidated
_____________
dt 1624773
;
|
BofA Securities
As referenced in this Credit Agreement:
BANC OF AMERICA SECURITIES LLC – A.,
as Syndication Agent,
THE BANK OF NEW YORK,
THE BANK OF NOVA SCOTIA,
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
and
PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents,
and
BANC OF AMERICA SECURITIES LLC
and
J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Co-Book Managers,
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I DEFINITIONS..................................................... 1
1.1 Definitions...................................................... 1
_____________
Banc of America Securities LLC – modification hereof or of any other Credit Document) are an arm's-length
commercial transaction between the Credit Parties and their respective
Affiliates, on the one hand, and the Agents, Banc of America Securities LLC
("BAS") and J.P. Morgan Securities Inc. ("JPMS, together with BAS, the
"Arrangers"), on the other hand, and each of the Credit Parties is capable of
evaluating and understanding
_____________
dt 1689108
;
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, N.A. – INC. and RED-D-ARC LIMITED,
as Borrowers
CERTAIN SUBSIDIARIES OF AIRGAS, INC.
FROM TIME TO TIME PARTY HERETO,
as Guarantors
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO,
BANK OF AMERICA, N.A. ,
as U.S. Agent
and
THE BANK OF NOVA SCOTIA,
as Canadian Agent
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,
THE BANK OF NEW YORK,
THE BANK OF
_____________
BANK OF AMERICA, N.A. – hereto, the several lenders identified on the signature pages
hereto as Lenders and such other lenders as may from time to time become a party
hereto as Lenders (the "Lenders"), 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,
_____________
Bank of America, N.A. – modified from time to time until (but not
including) the date of this Credit Agreement, the "Existing Credit Agreement")
with the banks, financial institutions and other institutional lenders party
thereto, Bank of America, N.A. , as United States administrative agent for such
lenders, and Canadian Imperial Bank of Commerce, as Canadian administrative
agent for such lenders.
WHEREAS, the parties to this Credit Agreement desire
_____________
Bank of America, N.A. – Canadian Borrower under
the Canadian Revolving Commitment for acceptance by a Canadian Lender, (b)
denominated in Canadian Dollars and (c) issued and payable only in Canada.
"Bank of America" means Bank of America, N.A. and its successors.
"Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code or the Bankruptcy and Insolvency Act of Canada, in any case, as
_____________
BANK OF AMERICA, N.A. – S.A. DE C.V.
AIRGAS WEST, S.A. DE C.V.
By: /s/ Joseph C. Sullivan
------------------------- |