EX-10.1



 Exhibit 10.1 
 Assignment and Assumption Agreement 
 This Assignment and Assumption (the
“Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between Santander Bank, N.A. (the “Assignor”) and Banco Santander, S.A. (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance
with the Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities
identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based
on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the
rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by the Assignor. 
  

			
	1. Assignor:	  	Santander Bank, N.A.
		
	2. Assignee:	  	Banco Santander, S.A.
		
	3. Borrower(s):	  	Air Products and Chemicals, Inc.
		
	4. Administrative Agent:	  	HSBC Bank USA, National Association, as the administrative agent under the Credit Agreement.
		
	5. Credit Agreement:	  	The $2,500,000,000 Revolving Credit Agreement dated as of April 30, 2013, as amended by Amendment No. 1, dated as of July 22, 2013, Amendment No. 2, dated as of June 30, 2014,
Amendment No. 3, dated as of April 30, 2015, and as amended by Amendment No. 4, dated as of September 30, 2015, among Air Products and Chemicals, Inc., the Other Borrowers parties thereto, the Lenders parties thereto and HSBC Bank USA, National
Association, as Administrative Agent.


  
 1 








 6. Assigned Interest: 
  

													
	 Facility Assigned
	  	Aggregate Amount of
Commitment/Loans for
all
Lenders	 	  	Amount of
Commitment/Loans
Assigned	 	  	Percentage of
Commitment/Loans
Assigned	 
				
	 Revolving Credit Commitment
	  	USD	2,500,000,000.00	  	  	USD	95,000,000.00	  	  	 	3.800000000	% 

 Effective Date: June 9, 2016 

  
 2 








 The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR
	
	SANTANDER BANK, N.A., as Assignor
		
	By:	 	




		 	  

		
	Name:	 	William Maag
		
	Title:	 	Senior Vice President
	
	ASSIGNEE
	
	BANCO SANTANDER, S.A., as Assignee
		
	By:	 	  

		
	Name:	 	
		
	Title:	 	
		
	By:	 	  

		
	Name:	 	
		
	Title:	 	



  
 3 









			
	Consented to and Accepted:
	
	HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent
		
	By:	 	  

		
	Name:	 	
		
	Title:	 	
	
	Consented to:
	
	AIR PRODUCTS AND CHEMICALS, INC.
		
	By:	 	




		 	  

		
	Name:	 	Gregory E. Weigard
		
	Title:	 	Vice President and Corporate Treasurer


  
 4 









			
	MIZUHO BANK, LTD., as Issuer
		
	By:	 	 N/A

		
	Name:	 	
		
	Title:	 	
	
	HSBC BANK USA, NATIONAL ASSOCIATION, as Issuer
		
	By:	 	 N/A

		
	Name:	 	
		
	Title:	 	
	
	BNP PARIBAS, as Issuer
		
	By:	 	 N/A

		
	Name:	 	
		
	Title:	 	


  
 5 








 ANNEX 1 
 TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the Parent, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Parent, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 
 1.2. Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a
Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered pursuant to Section 7.01(c) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, and
(vi) if it is organized under the Laws of a jurisdiction outside the United States, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and
executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed
by it as a Lender. 
 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date. 

  
 6 








 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with,
the law of the State of New York without regard to choice of law principles. 

  
 7