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Amendment Letter
Trust Agreement between the Company and First Union National Bank
WHEREAS, the Board of Directors of Airgas, Inc. (the
"Board") pursuant to its resolution of March 7, 2000 (the
"Resolution"), approved an increase, from 5% to 10%, in the number of
the outstanding shares of common stock, par value $0.1 per share (the
"Company Stock"), of Airgas, Inc. (the "Company") that may be held in
the trust ("the "Trust") established pursuant to the Trust Agreement
between the Company and First Union National Bank (the "Trustee"),
effective as of March 30, 1999 (the "Trust Agreement") pursuant to the
authority to effect such an amendment as set forth in Section 9.1 of
the Trust Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment of Trust Section 2.1 of the Trust Agreement is hereby
amended to increase the number of shares of Company Stock that may be
held by the Trust from 5% to 10% of the Company's outstanding Shares;
2. Related Agreements. The parties shall into the a new Common
Stock Purchase Agreement and Promissory Note substantially in the same
form as entered in to in connection with the initial funding of the
Trust in 1999, subject to any necessary changes in the number of
shares in common stock and interest rates and each party shall perform
its obligations thereunder.
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement on the date and year first above written.
AIRGAS, INC.
By: /s/ Roger F. Millay
Name: Roger F. Millay
Title: Senior Vice President &
Chief Financial Officer
FIRST UNION NATIONAL BANK
By: /s/ George Rayzis
Name: George Rayzis
Title: Vice President
