Airgas Inc Sample Contracts

Airgas Inc – AIRGAS, INC., L’AIR LIQUIDE S.A., and U.S. BANK NATIONAL ASSOCIATION, as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of May 23, 2016 to Indenture dated as of May 27, 2010 (May 24th, 2016)

THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 23, 2016 (this “Eighth Supplemental Indenture”), between Airgas, Inc., a Delaware corporation (the “Company”), L’Air Liquide S.A. (“Air Liquide” or the “Guarantor”) and U.S. Bank National Association, a National Banking Association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

Airgas Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AIRGAS, INC. (May 23rd, 2016)

The address of the registered office of the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, #B, Dover, County of Kent, Delaware 19901. The name of the Company’s registered agent for service of process in the State of Delaware at such address is Capitol Services, Inc.

Airgas Inc – AIR LIQUIDE COMPLETES ACQUISITION OF AIRGAS (May 23rd, 2016)

•   Acquisition’s strong industrial and market logic ideally positions company for future growth and long-term value creation

Airgas Inc – AMENDED AND RESTATED BYLAWS OF AIRGAS, INC. (May 23rd, 2016)
Airgas Inc – AIRGAS, INC., and SEVENTH SUPPLEMENTAL INDENTURE Dated as of May 9, 2016 to Indenture Dated as of May 27, 2010 (May 13th, 2016)

THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of May 9, 2016 (the "Seventh Supplemental Indenture"), between Airgas, Inc., a Delaware corporation (the "Company"), and U.S. Bank National Association, a National Banking Association organized and existing under the laws of the United States of America, as trustee (the "Trustee").

Airgas Inc – AIRGAS, INC. DEFERRED COMPENSATION PLAN II Amendment No. 1 (May 10th, 2016)

This AMENDMENT NO. 1 (this “Amendment”) to the Airgas, Inc. (the “Company”) Deferred Compensation Plan II (As Amended and Restated Effective September 1, 2015) (the “Plan”) is made and entered into effective as of April 5, 2016.

Airgas Inc – AIRGAS, INC. AMENDED AND RESTATED 2003 EMPLOYEE STOCK PURCHASE PLAN Amendment No. 4 (May 10th, 2016)

This AMENDMENT NO. 4 (this “Amendment”) to the Airgas, Inc. (the “Company”) 2003 Employee Stock Purchase Plan (the “Plan”) is made and entered into effective as of the 31st of December, 2015.

Airgas Inc – AIRGAS, INC. DEFERRED COMPENSATION PLAN II (May 10th, 2016)
Airgas Inc – EIGHTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (March 23rd, 2016)

This EIGHTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of March 23, 2016 (this “Amendment”), is among:

Airgas Inc – Support/Voting Agreement (February 5th, 2016)

This letter agreement amends and restates the Support/Voting Agreement, dated as of November 17, 2015, by and among L’Air Liquide, a société anonyme organized under the laws of France (“ Parent ”), Peter McCausland and Bonnie McCausland (the “ Original Support Agreement ”). The purpose of this amendment and restatement of the Original Support Agreement is (a) to permit the transfer by Peter McCausland and Bonnie McCausland to The McCausland Foundation, a Pennsylvania nonprofit corporation of up to 1,000,000 shares of common stock of Airgas, Inc., a Delaware corporation (the “ Company ”) that were subject to the Original Support Agreement (such shares, the “ Foundation Shares ”) and (b) to add and make subject to this letter agreement the undersigned parties who were not subject to the Original Support Agreement. It is agreed that (i) the Foundation Shares shall not be considered Shares (as defined below) or be subject to any restriction under this letter agreement and (ii) the transfer

Airgas Inc – News Release Airgas, Inc.259 N. Radnor-Chester RoadSuite 100Radnor, PA 19087-5283www.airgas.com (January 28th, 2016)

As previously announced, on November 17, 2015, Airgas entered into an agreement and plan of merger under which, subject to the satisfaction of certain conditions, Air Liquide will acquire Airgas, Inc. in an all-cash transaction valued at $143 per share, with a total enterprise value of approximately $13.4 billion including debt assumed. See additional information below.

Airgas Inc – AIRGAS, INC. EXECUTIVE BONUS PLAN (January 26th, 2016)

Airgas, Inc. (the "Company") believes in providing incentives to attract, retain and reward Executive Officers who are responsible for providing leadership to the Company in attaining established business objectives.

Airgas Inc – Airgas, Inc. Management Bonus Plan For Corporate Management (January 26th, 2016)

Eligibility date:  The first day of the Plan Period for Airgas associates on active status.  Associates hired during the Plan Period shall become eligible upon date of hire/re-hire.  Associates who are on inactive status as of the first day of the Plan Period (whether on approved leaves of absence or otherwise), shall become eligible upon their return to active status.

Airgas Inc – SEVENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (December 4th, 2015)

This SEVENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of December 4, 2015 (this “Amendment”), is among:

Airgas Inc – AGREEMENT AND PLAN OF MERGER by and among AIRGAS, INC., L’AIR LIQUIDE, S.A. and AL ACQUISITION CORPORATION Dated as of November 17, 2015 (November 19th, 2015)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 17, 2015, is by and among Airgas, Inc., a Delaware corporation (the “Company”), L’Air Liquide, S.A., a société anonyme organized under the laws of France (“Parent”), and AL Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).

Airgas Inc – Support/Voting Agreement (November 19th, 2015)

Each of the undersigned understands that L’Air Liquide, a société anonyme organized under the laws of France(“Parent”), AL Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Airgas, Inc.(the “Company”) are entering into an Agreement and Plan of Merger, dated the date hereof (the “Merger Agreement”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company to survive the Merger as a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement.

Airgas Inc – AMENDMENT TO THE RIGHTS AGREEMENT (November 19th, 2015)

This Amendment, dated as of November 17, 2015, by and between Airgas, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. is to the Rights Agreement, dated as of May 8, 2007, between the Company and The Bank of New York as initial rights agent, as supplemented by the Transfer Agent Services Agreement, dated as of December 5, 2011, by and between the Company and Wells Fargo Bank, N.A. (the “Rights Agent”), as successor to The Bank of New York (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Rights Agreement.

Airgas Inc – AMENDMENT TO THE RIGHTS AGREEMENT (November 19th, 2015)

This Amendment, dated as of November 17, 2015, by and between Airgas, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. is to the Rights Agreement, dated as of May 8, 2007, between the Company and The Bank of New York as initial rights agent, as supplemented by the Transfer Agent Services Agreement, dated as of December 5, 2011, by and between the Company and Wells Fargo Bank, N.A. (the “Rights Agent”), as successor to The Bank of New York (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Rights Agreement.

Airgas Inc – AIR LIQUIDE ANNOUNCES AGREEMENT TO ACQUIRE AIRGAS (November 17th, 2015)

•   Game-changing combination that strengthens Air Liquide’s global leadership with #1 position in North America, complementing its #1 positions in Europe, Africa / Middle East and Asia-Pacific, and provides new opportunities to Airgas customers

Airgas Inc – News Release Airgas, Inc.259 N. Radnor-Chester RoadSuite 100Radnor, PA 19087-5283www.airgas.com (October 27th, 2015)

Updated fiscal year 2016 diluted EPS guidance to $4.90 to $5.00, representing 1% to 3% growth over fiscal 2015 diluted EPS; prior fiscal year 2016 diluted EPS guidance was $4.90 to $5.05

Airgas Inc – AIRGAS, INC., and U.S. BANK NATIONAL ASSOCIATION, as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of August 11, 2015 to Indenture dated as of May 27, 2010 $400,000,000 3.050% Notes due 2020 (August 11th, 2015)

THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of August 11, 2015 (the “Sixth Supplemental Indenture”), between Airgas, Inc., a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, a National Banking Association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

Airgas Inc – AIRGAS, INC. $400,000,000 3.050% Notes due 2020 UNDERWRITING AGREEMENT August 6, 2015 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC (August 11th, 2015)
Airgas Inc – SIXTH AMENDMENT AND JOINDER TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (July 24th, 2015)

This SIXTH AMENDMENT AND JOINDER TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of July 24, 2015 (this “Amendment”), is among:

Airgas Inc – FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (December 5th, 2014)

This FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of December 5, 2014 (this “Amendment”), is among:

Airgas Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 18, 2014 among (November 20th, 2014)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 18, 2014 (the “Credit Agreement”), is by and among AIRGAS, INC., a Delaware corporation (“Airgas” and also a “Borrower”), AIRGAS CANADA INC., a Canada corporation, RED-D-ARC LIMITED, an Ontario corporation, RED-D-ARC (UK) LIMITED, a limited liability company incorporated under the laws of England and Wales with registered number 06533996, RED-D-ARC (NETHERLANDS) B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and RED-D-ARC (GERMANY) GMBH, a German limited liability company (Gesellschaft mit beschränkter Haftung – GmbH) registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under HRB 98512 (each a “Foreign Borrower”), the other Foreign Subsidiaries of Airgas that become Borrowers from time to time, the several lenders identified on the signature pages hereto as Lenders and such other lenders as may from tim

Airgas Inc – AIRGAS, INC. $300,000,000 3.650% Notes due 2024 UNDERWRITING AGREEMENT June 12, 2014 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC (June 17th, 2014)
Airgas Inc – AIRGAS, INC., and U.S. BANK NATIONAL ASSOCIATION, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of June 17, 2014 to Indenture dated as of May 27, 2010 $300,000,000 3.650% Notes due 2024 (June 17th, 2014)

THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2014 (the “Fifth Supplemental Indenture”), between Airgas, Inc., a Delaware corporation, as issuer (the “Company”) and U.S. Bank National Association, a National Banking Association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

Airgas Inc – DEFERRED COMPENSATION PLAN II AMENDMENT NO. 2 (June 11th, 2014)

WHEREAS, certain changes to the Plan are necessary to comply with Section 409A of the Internal Revenue Code of 1986 and the regulations issued thereunder; and

Airgas Inc – AIRGAS, INC. DEFERRED COMPENSATION PLAN AMENDMENT NO. 1 (June 11th, 2014)
Airgas Inc – DEFERRED COMPENSATION PLAN II AMENDMENT NO. 3 (June 11th, 2014)

WHEREAS, the Company wishes to provide a longer period during which a distribution may occur following a specified date or separation from service; and

Airgas Inc – 2003 EMPLOYEE STOCK PURCHASE PLAN (May 29th, 2014)

RESOLVED, that Section 6(d) of the Amended and Restated 2003 Employee Stock Purchase Plan be and it hereby is amended to read in its entirety as follows:

Airgas Inc – AIRGAS, INC. BY-LAWS (AMENDED THROUGH APRIL 8, 2014) (April 11th, 2014)
Airgas Inc – FOURTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (December 9th, 2013)

This FOURTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of December 5, 2013 (this “Amendment”), is among:

Airgas Inc – Airgas Announces Redemption of 7.125% Senior Subordinated Notes Due 2018 (August 27th, 2013)

RADNOR, PA.--(BUSINESS WIRE)--August 27, 2013--Airgas, Inc. (NYSE: ARG) today announced it has elected to redeem all $215 million of its remaining outstanding 7.125% Senior Subordinated Notes maturing in October 2018. The notes will be redeemed in full on October 2, 2013, at a price of 103.563%.

Airgas Inc – AIRGAS, INC. EXECUTIVE BONUS PLAN (August 7th, 2013)

Airgas, Inc. (the “Company”) believes in providing incentives to attract, retain and reward Executive Officers who are responsible for providing leadership to the Company in attaining established business objectives.