VALLEY NATIONAL GASES INC
4TH AMENDMENT CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>2
<FILENAME>j0887001exv10w39.txt
<DESCRIPTION>4TH AMENDMENT CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.39

        FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

            THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") dated as of October 23, 2003, but effective as of
the 30th day of June, 2003 (the "FOURTH AMENDMENT EFFECTIVE DATE"), is among
VALLEY NATIONAL GASES, INC., a West Virginia corporation (the "COMPANY"), VALLEY
NATIONAL GASES INCORPORATED, a Pennsylvania corporation ("VNGI"), VALLEY
NATIONAL GASES DELAWARE, INC., a Delaware corporation ("VNGDI"), BANK ONE, NA, a
national banking association having its main office in Chicago, Illinois
(successor by merger with Bank One, Indiana, National Association) ("BANK ONE"),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, NATIONAL CITY
BANK, a national banking association, THE HUNTINGTON NATIONAL BANK, a national
banking association, WESBANCO BANK, INC., SKY BANK, and FIFTH THIRD BANK
(collectively, the "LENDERS"), and Bank One, as administrative and collateral
agent (the "AGENT") for the Lenders from time to time parties to that certain
Second Amended and Restated Credit Agreement, dated as of May 1, 2000, as
amended by the Amendment to Second Amended and Restated Credit Agreement dated
June 28, 2002, by the Second Amendment to Second Amended and Restated Credit
Agreement dated October 28, 2002, and by the Third Amendment to Second Amended
and Restated Credit Agreement dated as of June 30, 2003 (the "CREDIT
AGREEMENT").

                                     Recital

            The Company has requested the Lenders to amend the Credit Agreement
as provided in this Amendment. Subject to the terms and conditions stated in
this Amendment, the Lenders are willing to amend the Credit Agreement as
provided in this Amendment.

                                    Amendment

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein, and each act performed and to be performed hereunder, the
parties hereto agree as follows:

            1. Definitions. All terms used in this Amendment that are defined in
the Credit Agreement and that are not otherwise defined in this Amendment shall
have the same meanings in this Amendment as are ascribed to such terms in the
Credit Agreement, as amended by this Amendment.

            2. Amendments to Credit Agreement. Effective as of the Fourth
Amendment Effective Date, the Credit Agreement is amended as follows:

      (a) New Definitions. Section 1.01 of the Credit Agreement is amended by
      the addition of the following new definitions:

            "Fourth Amendment" means the Fourth Amendment to Second Amended and
            Restated Credit Agreement dated as of October 23, 2003, among the
            Credit Parties, the Lenders, and the Agents.

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            "Fourth Amendment Effective Date" means June 30, 2003.

      (b) Amended Definitions. The following definitions set forth in Section
      1.01 of the Credit Agreement are amended and restated in their respective
      entireties to read as follows:

            "EBITDA" means, with respect to the Credit Parties and their
            respective Subsidiaries for any period, the amount of Consolidated
            Net Income, plus, without duplication and to the extent deducted in
            determining the amount of Consolidated Net Income, the sum of (i)
            interest expense, (ii) income tax expense, (iii) depreciation, (iv)
            amortization expense (all determined in accordance with GAAP), (v)
            for the calendar quarter ending March 31, 2003, and any period which
            includes such calendar quarter, extraordinary charges not in excess
            of $577,000.00 identified on Exhibit A to the Fourth Amendment as
            taken during the calendar quarter ending March 31, 2003, and (vi)
            for the calendar quarter ending June 30, 2003, and any period which
            includes such calendar quarter, extraordinary charges not in excess
            of $3,417,000.00 identified on Exhibit A to the Fourth Amendment as
            taken during the calendar quarter ending June, 2003.

            For purposes of determining EBITDA for the Credit Parties and their
            respective Subsidiaries on a pro forma basis to determine the effect
            of a New Acquisition on compliance with the covenants in subsections
            5.01(g) of this Agreement (excluding the covenant in subsection
            5.01(g)(2) of this Agreement), to determine whether the
            Qualification Conditions to any New Acquisition have been satisfied,
            and to determine the Applicable Spread, the Applicable LOC Fee
            Percentage and the Applicable Unused Commitment Fee Percentage for
            any period of twelve (12) months or four fiscal quarters of the
            Company that ends ("PERIOD ENDING DATE"): (i) on any New Acquisition
            Closing Date, EBITDA for such period will be deemed to include the
            Additional EBITDA Amount calculated with respect to the Related
            Business Entity acquired (or assumed to be acquired) on such New
            Acquisition Closing Date; and (ii) within one year after any New
            Acquisition Closing Date, EBITDA for such period will be deemed to
            include an amount equal to (A) the Additional EBITDA Amount
            calculated with respect to the Related Business Entity acquired on
            such New Acquisition Closing Date, minus (B) 1/12 of such Additional
            EBITDA Amount for each full calendar month that has elapsed between
            such New Acquisition Closing Date and the Period Ending Date, minus
            (c) 1/30 of such Additional EBITDA Amount for each day of any
            partial calendar month that has elapsed between such New Acquisition
            Closing Date and the Period Ending Date.

            "Fixed Charge Coverage Ratio" means, with respect to the Credit
            Parties and their respective Subsidiaries for any period, a ratio of
            EBITDAR to the sum of the following for the Credit Parties and their
            respective Subsidiaries, computed on a consolidated basis and
            determined in accordance with GAAP: (i) the amount of interest which
            was due and payable in cash or was paid in cash during such period,
            plus (ii) the amount

<PAGE>

            of depreciation expense deducted in determining the amount of
            Consolidated Net Income for such period, provided that, for the
            calendar quarter ending June 30, 2003, and any period which includes
            such calendar quarter, depreciation expense of $383,000.00 shall be
            excluded from the calculation, plus (iii) the amount of scheduled
            principal payments of Debt which were due and payable in cash or
            were paid during such period, plus (iv) the amount of income taxes
            which were due or paid during such period, plus (v) the amount of
            dividends that were paid by VNGI in cash during such period; plus
            (vi) Rent Expense deducted in determining the amount of Consolidated
            Net Income for such period; plus (vii) Stock Redemption Expense paid
            or payable during such period.

            3. Representations and Warranties. The Credit Parties jointly and
severally represent and warrant to the Lenders that:

      (a) (i) The execution, delivery and performance of this Amendment by the
      Credit Parties have been duly authorized by all necessary corporate
      action, and do not and will not violate any provision of any law, rule,
      regulation, order, judgment, injunction, or writ presently in effect
      applying to the Credit Parties, the articles of incorporation or by-laws
      of any of the Credit Parties, or result in a breach of or constitute a
      default under any material agreement, lease or instrument to which any of
      the Credit Parties is a party or by which any of the Credit Parties or any
      of the properties of any of the Credit Parties may be bound or affected;
      (ii) no authorization, consent, approval, license, exemption or filing of
      a registration with any court or governmental department, agency or
      instrumentality or any other Person is or will be necessary for the valid
      execution, delivery or performance by any of the Credit Parties of this
      Amendment; and (iii) this Amendment is the legal, valid and binding
      obligation of each of the Credit Parties, as a signatory thereto, and is
      enforceable against each of the Credit Parties in accordance with its
      terms.

      (b) After giving effect to the amendments contained in this Amendment, the
      representations and warranties contained in Section 3 of the Credit
      Agreement are true and correct with the same force and effect as if made
      on and as of the date of execution of this Amendment, except that the
      reference to the Financial Statements in Section 3.01(d) of the Credit
      Agreement shall be to the most recent financial statements of the Company
      and its Subsidiaries provided to the Bank prior to the date hereof.

      (c) After giving effect to the amendments contained in this Amendment, no
      Default or Unmatured Default has occurred and is continuing or will exist
      under the Credit Agreement.

            4. Conditions. The obligation of the Lenders and the Agent to
perform this Amendment shall be subject to full satisfaction of the following
conditions precedent:

      (a) The Credit Parties shall have delivered to the Agent copies of such
      corporate documents and resolutions of the Credit Parties as the Agent may
      request evidencing necessary action by the Credit Parties to obtain
      necessary authorization for the execution and performance of this
      Amendment and all other agreements or documents delivered pursuant

<PAGE>

      hereto as the Agent may request, each certified as of the date of
      execution of this Amendment.

      (b) This Amendment shall have been duly executed by each of the Credit
      Parties and the Required Lenders and delivered to the Agent.

      (c) The Company shall have paid all costs and expenses incurred by the
      Agent in connection with the negotiation, preparation and closing of this
      Amendment and the other documents and agreements delivered pursuant
      hereto, including the reasonable fees and out-of-pocket expenses of Baker
      & Daniels, special counsel to the Agent.

      (d) The Agent shall have received such additional agreements, documents
      and certifications, as may be reasonably requested by the Required
      Lenders.

            5. Guarantor Consent/Affirmation. VNGI and VNDGI, in their
respective capacities as a Guarantor under the Guaranties, by their execution of
this Amendment, expressly consent to the execution, delivery and performance by
the Company and the Agent of this Amendment, and agree that neither the
provisions of this Amendment nor any action taken or not taken in accordance
with the terms of this Amendment shall constitute a termination, extinguishment,
release or discharge of any of their respective guaranty obligations or provide
a defense, set off, or counter claim to any of them with respect to any of their
respective guaranty obligations under any of the Guaranties or other Loan
Documents. VNGI and VNDGI each affirms to the Lenders and the Agent that its
Guaranty remains in full force and effect and is its valid and binding
obligation.

            6. Binding on Successors and Assigns. All of the terms and
provisions of this Amendment shall be binding upon and inure to the benefit of
the Credit Parties, the Lenders, the Agent, and their respective successors and
assigns and legal representatives.

            7. Governing Law/Entire Agreement/Survival. This Amendment is a
contract made under, and shall be governed by and construed in accordance with,
the laws of the State of Indiana applicable to contracts made and to be
performed entirely within such state and without giving effect to the choice or
conflicts of laws principles of any jurisdiction. This Amendment constitutes and
expresses the entire understanding between the parties with respect to the
subject matter hereof, and supersedes all prior agreements and understandings,
commitments, inducements or conditions, whether expressed or implied, oral or
written. All covenants, agreements, undertakings, representations and warranties
made in this Amendment shall survive the execution and delivery of this
Amendment, and shall not be affected by any investigation made by any person.
The Credit Agreement, as amended hereby, remains in full force and effect in
accordance with its terms and provisions.

            8. Further Agreements and Acknowledgments. The Credit Parties hereby
further acknowledge and agree that:

      (a) Neither the provisions of this Amendment nor any actions taken or not
      taken pursuant to or in reliance upon the terms of this Amendment shall
      constitute a novation of any of the Loan Documents, all of which remain in
      full force and effect in accordance with their respective terms, as
      amended to date; and

<PAGE>

      (b) Neither this Amendment, nor any action taken by the Lenders or the
      Agent pursuant to this Amendment, shall impair, prejudice, or in any other
      manner affect the rights of the Lenders with respect to any Collateral or
      other security which now or hereafter secures payment or performance of
      the Obligations or any part thereof, or establish or be deemed to
      establish any precedent or course of dealing with respect to any matter.

            9. Counterparts. This Amendment may be executed, by original or
facsimile signatures, in two or more counterparts, each of which shall
constitute an original, but all of which shall constitute one agreement.

            IN WITNESS WHEREOF, the Credit Parties, the Required Lenders and the
Agent have caused this Amendment to be duly executed and delivered by their
respective authorized signatories as of the 23rd day of October, 2003.

                                        VALLEY NATIONAL GASES, INC.,
                                        a West Virginia corporation

                                        By: :   /s/ Robert D. Scherich
                                              ----------------------------------
                                                Robert D. Scherich, CFO

                                        VALLEY NATIONAL GASES INCORPORATED
                                        a Pennsylvania corporation

                                        By: :   /s/ Robert D. Scherich
                                              ----------------------------------
                                                Robert D. Scherich, CFO

                                        VALLEY NATIONAL GASES DELAWARE, INC.,
                                        a Delaware corporation

                                        By: :   /s/ Robert D. Scherich
                                              ----------------------------------
                                                Robert D. Scherich, CFO

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                                        BANK ONE, NA, as Lender and as Agent

                                        By:          /s/ Robert E. McElwain
                                              ----------------------------------

                                        Printed:     Robert E. McElwain

                                        Title:       First Vice President

                                        LASALLE BANK NATIONAL ASSOCIATION

                                        By:   /s/ Margaret C. Dierkes
                                              ----------------------------------

                                        Printed:    Margaret C. Dierkes

                                        Title:      Assistant Vice President

                                        NATIONAL CITY BANK, as Lender and as
                                        Syndication Agent

                                        By:    /s/ R E Slater
                                              ----------------------------------

                                        Printed:   Reese Slater

                                        Title:     Vice President

                                        THE HUNTINGTON NATIONAL BANK, as Lender
                                        and as Documentation Agent

                                        By: /s/ Mark A. Scurci
                                              ----------------------------------

                                        Printed:   Mark A. Scurci

                                        Title:     Vice President

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                                        WESBANCO BANK, INC.

                                        By:    /s/ David L. Pell
                                              ----------------------------------

                                        Printed:   David L. Pell

                                        Title:     Senior Vice President

                                        SKY BANK

                                        By:    /s/ Gregory J. Agresta
                                              ----------------------------------

                                        Printed:   Gregory J. Agresta

                                        Title:     Senior  Vice President

                                        FIFTH THIRD BANK

                                        By:    /s/ C. S. Helmeci
                                              ----------------------------------

                                        Printed:  Christopher S. Helmeci

                                        Title:    Vice President

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