EX-4.1



 Exhibit 4.1 

AIR PRODUCTS AND CHEMICALS, INC. 

$400,000,000 
 3.350% Notes due
2024 
 Officers’ Certificate to the Trustee 

and Company Order for Authentication 

The undersigned, George G. Bitto, as Vice President and Treasurer of Air Products and Chemicals, Inc. (the
“Company”), a Delaware corporation, and Gregory E. Weigard, as Assistant Treasurer of the Company, hereby certify on behalf of the Company pursuant to Sections 2.3, 2.4 and 11.5 of the Indenture (the “Indenture”)
dated as of January 10, 1995, between the Company and The Bank of New York Mellon Trust Company, N.A., successor to U.S. Bank, National Association (formerly Wachovia Bank, National Association and initially First Fidelity Bank, National
Association), as trustee (the “Trustee”), in connection with the issuance of $400,000,000 principal amount of the Company’s 3.350% Notes due 2024 (the “Notes”), as follows: 

 

	 	1.	 We have read the relevant provisions of the Indenture including, but not limited to, Sections 2.1, 2.3 and 2.4 of the Indenture, including the
definitions set forth in the Indenture as to terms used in those Sections; have read and reviewed the resolutions of the Board of Directors relating to issuance and establishing the form of the captioned Notes and the manner in which the terms
thereof are to be determined, and have reviewed the forms of the Notes attached hereto as Exhibit A. A Certificate of the Secretary or an Assistant Corporate Secretary of the Company certifying, among other things, the resolutions referred to above
attached thereto is being provided to you simultaneously herewith. In our opinion, we have made such examination or investigation as is necessary for us to express an informed opinion as to whether the conditions precedent to the execution,
authentication and delivery of the Notes have been satisfied and, in our opinion, all such conditions precedent have been complied with. 


  

	 	2.	 The Indenture has been duly and validly authorized, executed and delivered by the Company. 



 

	 	3.	 Attached hereto as Exhibit A is a true, correct and complete specimen of the Notes, which complies with the resolutions and approval referred to
above and which establishes the form and terms of the Notes as required by Sections 2.1 and 2.3 of the Indenture. In addition, pursuant to the Indenture, the following provisions will apply to this series of Notes: 



(a)       Section 3.5 is amended to replace the final sentence in its entirety with the
following: “At least one signatory to such statement shall be the 








 
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principal executive officer, principal financial officer, principal accounting officer, treasurer or an assistant treasurer of the Issuer.” 

(b)       Section 4.3 is amended to (i) delete the word “and” at the end of
clause (b), (ii) replace the period at the end of clause (c) with the word “and” and (iii) add the following subsection (d): 

“(d) Any reports, information, or documents required under subsections (a) or (b) of this
Section 4.3 to be filed with the Trustee will be deemed to be so filed with the Trustee upon being filed with the Commission pursuant to its EDGAR system.” 

(c)       Section 6.2 is hereby amended to add the following clause (h): 

    “(h) the Trustee may accept and act upon notice, instructions or directions
pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and
the Trustee, in its discretion, elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer assumes all risks arising out of its use of
electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting upon unauthorized instructions and the risk of interception and misuse by third parties.” 

(d)       Section 8.4 is hereby amended to add the following sentence to the end of such
Section: 
 “In addition, the Trustee shall be entitled to receive an Opinion of Counsel stating that
the supplemental indenture is authorized or permitted by this Indenture.” 
 (e)
      Section 11.8 is hereby amended to add the following provisions to the end of such Section: 

“EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE 








 
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SECURITIES OR ANY TRANSACTION CONTEMPLATED HEREBY. Further, each of the Issuer and the Trustee hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of
Manhattan in the City of New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Securities, and irrevocably accepts
for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.” 

(f)       Article 11 is hereby amended to add the following Sections: 

“SECTION 11.13 No Consequential Damages.         In no
event shall the Trustee be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including without limitation any loss of profit) irrespective of whether it has been advised of the likelihood of such
loss or damage and regardless of the form of action.” 
 “SECTION 11.14 Force Majeure.
        In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by (directly or indirectly) forces beyond its
control and not due to its negligence; such forces may include without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss
or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the affected party shall use reasonable efforts that are consistent with accepted practices in the banking industry and to resume
performance as soon as practicable under the circumstances.” 

(g)       Section 11.5 is hereby amended to add the following sentence to
the end of such Section; 
 “Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).” 

Pursuant to Section 2.4 of the Indenture, the Company hereby authorizes and directs that you authenticate and deliver
$400,000,000 aggregate principal amount of its 3.350% Notes due 2024, CUSIP 009158 AV8 ISIN US009158AV87, 








 
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Certificate No. 1, in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”) and hold such Note as custodian for DTC. 

 

			
	AIR PRODUCTS AND CHEMICALS, INC.
		
	By:	 	/s/ George G. Bitto
		
		 	Name: George G. Bitto
		
		 	Title:    Vice President and Treasurer
		
	By:	 	/s/ Gregory E. Weigard
		
		 	Name: Gregory E. Weigard
		
		 	Title:    Assistant Treasurer


 Dated: July 31, 2014 







 Form of Note 







 Exhibit A 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”
OR THE “DEPOSITARY”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE
INDENTURE HEREINAFTER REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 

AIR PRODUCTS AND CHEMICALS, INC. 

3.350% Note due 2024 
 CUSIP 009158
AV8 
 ISIN US009158AV87 
 No. 1 

Interest Payment Dates: January 31 and July 31 of each year, commencing January 31, 2015 

Record Dates: Fifteenth calendar day preceding each Interest Payment Date 

Interest Rate:   3.350% per annum 
  

			
	Original Issue Date: July 31, 2014	  	Maturity Date: July 31, 2024

 AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (the “Issuer”), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Four Hundred Million Dollars ($400,000,000.00) on the Maturity Date specified above or upon earlier redemption at the Corporate Trust Office of the Trustee in
the Borough of Manhattan, The City of New York, State of New York, or such other location or locations as may be provided for pursuant to the Indenture referred to herein, in such coin, currency or currency unit specified above as at the time of
payment shall be legal tender for the payment of public and private debts, and to pay interest semiannually on each Interest Payment Date in each year and on the Maturity Date or upon earlier redemption or repayment; commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above on said principal sum at the Interest Rate specified above from the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid
or duly provided for, from the Original Issue Date, until the principal hereof becomes due and payable; provided, however, that any payment of principal or interest to be made on an Interest Payment Date, on the Maturity Date or on a
date fixed for redemption which is not a Business Day (as 







 
hereinafter defined) shall be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, on the Maturity Date or on the date fixed for
redemption, as the case may be, and no additional interest shall accrue as a result of such delayed payment. For purposes of this Note, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York. 
 The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Record Date (whether or not a
Business Day) immediately preceding such Interest Payment Date and interest payable on the Maturity Date or upon earlier redemption will be payable to the person to whom principal is payable, except that, if this Note is issued between a Record Date
and the initial Interest Payment Date relating to such Record Date, interest for the period beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid to the person to whom this Note shall have been
originally issued. Payment of principal and interest on this Note will be made, if at maturity or upon earlier redemption, then on the Maturity Date or the date fixed for redemption, as applicable, upon surrender of this Note at the Corporate Trust
Office of the Trustee in The City of New York. All such payments shall be made in immediately available funds, provided that this Note is presented to the Corporate Trust Office of the Trustee in The City of New York in time for the Trustee to make
such payments in such funds in accordance with its normal procedures. Payment of interest on this Note (other than interest paid on the Maturity Date or upon earlier redemption) will be made by check mailed to the address of the person entitled
thereto appearing on the register for the Notes on the applicable Record Date. At the option of the Issuer or a holder of Notes (as defined on the reverse hereof) in an aggregate principal amount exceeding $5 million, payment of interest on this
Note (other than interest paid on the Maturity Date or upon earlier redemption) will be made by wire transfer to an account maintained by such holder with a bank located in the United States, provided that any such holder selecting such option shall
have designated such account by written notice to the Trustee no later than the Record Date preceding the applicable Interest Payment Date. Notwithstanding the foregoing, payments of principal and interest on Global Securities shall be made in
accordance with the Depositary’s procedures. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture referred to on the reverse hereof. 

Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. 
 This Note shall not be valid or become obligatory for any purpose until the certificate
of authentication hereon shall have been manually signed by or on behalf of the Trustee under the Indenture referred to on the reverse hereof. 

AGENCY FOR TRANSFER, EXCHANGE AND PAYMENT: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

  
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 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed in its name by the
facsimile signatures of its duly authorized officers, and has caused its corporate seal to be affixed hereunto or imprinted hereon by facsimile. 
 Dated:
July 31, 2014 
  

			
	AIR PRODUCTS AND CHEMICALS, INC
		
	By:	 	 
	Name: George G. Bitto
	Title:    Vice President and Treasurer


  

	
	(CORPORATE SEAL)
	
	Attest:
	  

	Name: Ann E. Padjen
	Title:    Assistant Corporate Secretary


  
 [Signature Page to Note]









 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 
  

	
	By:
	
	 
	Authorized Officer

 Dated: July 31, 2014 







 REVERSE OF NOTE 

This Note is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Issuer (hereinafter
called the “Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of January 10, 1995 (the “Indenture”), duly executed and delivered by the
Issuer to The Bank of New York Mellon Trust Company, N.A., successor to U.S. Bank National Association (formerly Wachovia Bank, National Association and initially First Fidelity Bank, National Association), as Trustee (the
“Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the
holders (the words “holders” or “holder” meaning the registered holders or registered holder of the Securities). The Securities may be issued in one or more series, which different series (and which securities
issued within each series) may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption or repayment provisions (if any), may be subject to
different sinking fund or analogous provisions (if any), may be subject to different Events of Default (as defined in the Indenture) and may otherwise vary as in the Indenture provided. This Note is one of a series designated as “3.350% Notes
due 2024” (the “Notes”) of the Issuer, initially limited in aggregate principal amount to U.S. $400,000,000, subject to the right of the Issuer to reopen the series and issue additional principal amounts. 

In case an Event of Default with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. 

The Notes may be redeemed, as a whole or in part, at the Issuer’s option, on any date that is prior to April 30, 2024, upon mailing
a notice of such redemption not less than 30 days nor more than 60 days prior to the date fixed for redemption to the holders of the Notes at their last registered addresses, all as provided in the Indenture, at a redemption price equal to the
greater of: (i) 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date; or (ii) the sum of the present values of the Remaining Scheduled Payments, as
defined below, discounted, on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus fifteen (15) basis points, plus accrued interest to the date of redemption which has not
been paid. 
 At any time on or after April 30, 2024, the Notes may be redeemed, at the Issuer’s option, upon mailing of a notice
of such redemption not less than 30 days nor more than 60 days prior to the date fixed for redemption to the holders of the Notes at their last registered addresses, all as provided in the Indenture, at a redemption price equal to 100% of the
principal amount of the applicable Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed, to, but excluding, the redemption date. 

“Treasury Rate” means, with respect to any redemption date for the Notes: (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal








 
Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue; provided that if no maturity is within three months before or after the maturity date for the Notes, yields for the two published maturities most closely corresponding to the Comparable
Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month; or (ii) if that release, or any successor release, is not published during
the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date. The Treasury Rate will be calculated on the third business day preceding the redemption date. 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of such Notes. 
 “Comparable Treasury Price” means, with respect to any redemption date for the
Notes: (i) the average of four Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or (ii) if the Independent Investment Banker obtains fewer
than four Reference Treasury Dealer Quotations, the average of all quotations obtained by the Independent Investment Banker. 

“Independent Investment Banker” means one of the Reference Treasury Dealers, appointed by the Issuer. 

“Reference Treasury Dealer” means each of Barclays Capital Inc., RBS Securities Inc., a primary U.S. Government Securities
dealer in New York City selected by Wells Fargo Securities, LLC and one other treasury dealer selected by the Issuer, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer, which we refer to as a “Primary Treasury Dealer,” the Issuer will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time on the third business day preceding such redemption date. 
 “Remaining Scheduled
Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that,
if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.


  
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 On and after the redemption date, interest will cease to accrue on the Notes or any portion
thereof called for redemption, unless the Issuer defaults in the payment of the redemption price and accrued interest. On or before the redemption date, the Issuer will deposit with a paying agent, or the Trustee, money sufficient to pay the
redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and
appropriate. 
 Upon the occurrence of a Change of Control Triggering Event, the Issuer will be required to make an offer (a “Change
of Control Offer”) to each holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together
with accrued and unpaid interest thereon to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer will be required to deliver a notice to each holder
stating: 
  

	 	(1)	that the Change of Control Offer is being made pursuant to the covenant entitled “Change of control and rating decline”; 

  

	 	(2)	the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 45 days after the date such notice is delivered (the “Change of Control Payment Date”); 


 

	 	(3)	that any Notes not tendered will continue to accrue interest in accordance with the terms of the Indenture and this Note; 

  

	 	(4)	that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment
Date; 

  

	 	(5)	that holders will be entitled to withdraw their election if the Trustee receives, not later than the close of business on the fifth business day preceding the Change of Control Payment Date, a telex, facsimile
transmission or letter setting forth the name of the holder, the principal amount of Notes delivered for purchase, and a statement that such holder is unconditionally withdrawing its election to have such Notes purchased; 


 

	 	(6)	that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in
principal amount or an integral multiple of $1,000 in excess thereof; and 

  

	 	(7)	any other information material to such holder’s decision to tender Notes. 

 The Issuer
will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the
Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be
made in advance of a Change of Control 

  
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Triggering Event, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. 

“Board of Directors” means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act
hereunder. 
 “Capital Stock” means any and all shares, interests, participations, rights or other equivalents, however
designated, of corporate stock or partnership or membership interests, whether common or preferred. 
 “Change of Control”
means the occurrence of any one of the following: 
  

	 	(1)	the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any person (including any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act)) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Issuer’s outstanding Voting Stock, measured by voting power rather than
number of shares; 

  

	 	(2)	the first day on which the majority of the members of the Issuer’s Board of Directors ceases to be Continuing Directors; or 

  

	 	(3)	the adoption of a plan relating to the liquidation or dissolution of the Issuer. 


“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Ratings Decline. 

“Continuing Director” means, as of any date of determination, any member of the Issuer’s Board of Directors who: 

 

	 	(1)	was a member of such Board of Directors on the date of the issuance of the Notes; or 

  

	 	(2)	was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.


 “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor
rating category of Moody’s) and a rating of BBB- or better by S& P (or its equivalent under any successor rating category of S& P). In the event that the Issuer shall select any other Rating Agency, the equivalent of such ratings by
such Rating Agency shall be used. 
 “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of
Moody’s Corporation, and its successors. 
 “Rating Agency” means each of Moody’s and S&P and any other
Rating Agency appointed by the Issuer. 
 “Ratings Decline” means within 60 days after the earlier of, (i) the
occurrence of a Change of Control or (ii) public notice of the occurrence of a Change of Control or the intention by the Issuer to effect a Change of Control (which period shall be extended so long as


  
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the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) (the “Trigger Period”), (a) if two or more Rating
Agencies are providing a rating for the Notes at the commencement of any Trigger Period, the rating of the Notes shall be reduced by at least two Rating Agencies and the Notes shall be rated below Investment Grade by each of such Rating Agencies or
(b) if only one Rating Agency is providing a rating for the Notes at the commencement of any Trigger Period, the rating of the Notes shall be reduced by such Rating Agency and the Notes shall be rated below Investment Grade by such Rating
Agency. Neither the Trustee nor the paying agent shall be responsible for monitoring the Issuer’s Investment Grade status or determining whether a Ratings Decline has occurred. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors. 
 “Voting Stock” with respect to any person, means securities of any class of Capital Stock of such person
entitling the holders thereof (whether at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such
person. 
 The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the holders of not less than 66-2/3%
in aggregate principal amount of the Securities at the time outstanding (as defined in the Indenture) of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of each such series; provided,
however, that no such supplemental indenture shall (i) extend the final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.1 of the Indenture or the amount thereof
provable in bankruptcy pursuant to Section 5.2 of the Indenture, or impair or affect the right of any Securityholder to institute suit for the payment thereof or the right of repayment, if any, at the option of the Securityholder without the
consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holder of
each Security so affected. Any such consent or waiver by the holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which
may be issued in exchange or substitution therefor, irrespective of whether or not any notation thereof is made upon this Note or such other Notes. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the place, at the respective times, at the rate and in the coin, currency or currency unit herein prescribed unless in accordance with
Section 10.1(c) or Section 10.2 of the Indenture the Issuer shall have: (i) irrevocably deposited or caused to be deposited in trust with the Trustee funds in cash and/or U.S. Government Obligations (as defined in the Indenture) as
will be sufficient to pay interest due or to become due on the Notes to, and to pay the principal and any premium due on the Notes upon the Maturity Date or upon earlier redemption; and (ii) delivered to the Trustee an


  
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opinion of counsel to the effect that the holders of the Notes will not recognize income, gain, or loss for federal income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. 

The Issuer shall be deemed to have paid the principal of, premium, if any, and interest on the Notes when the same shall have become due and
payable if in accordance with Section 10.1(c) or Section 10.2(A) of the Indenture the Issuer shall have: (i) irrevocably deposited or caused to be deposited in trust with the Trustee funds in cash and/or U.S. Government Obligations
(as defined in the Indenture) as will be sufficient to pay interest due or to become due on the Notes to, and to pay the principal and any premium due on the Notes upon the Maturity Date or upon earlier redemption of the outstanding Notes; and
(ii) delivered to the Trustee an opinion of counsel to the effect that the holders of the Notes will not recognize income, gain, or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. 
 The Notes are
issuable in fully registered form without coupons in the minimum denomination of U.S. $2,000, and in integral multiples of U.S. $1,000 in excess thereof. Upon due presentment for registration of transfer of this Note at the Corporate Trust Office of
the Trustee or at such other office or agency as is designated by the Issuer in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized denominations for an equal aggregate principal amount and like tenor will be issued to
the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith; provided, however, that this Note is
exchangeable only if (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for this Note or if at any time the Depositary ceases to be in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statutes or regulations, and the Issuer does not appoint a successor Depositary within 90 days after the Issuer received such notice or becomes aware of such ineligibility or (ii) the Issuer in its sole discretion
determines that this Note shall be exchanged for certificated Notes in definitive form, provided that the definitive Notes so issued in exchange for this Note shall be in authorized denominations and be of like aggregate principal amount and tenure
and terms as the portion of this Note to be exchanged. 
 The Issuer will pay any administrative costs imposed by banks in connection with
making payments on this Note by wire transfer, but any tax, assessment or governmental charge imposed upon payments will be borne by the holder hereof. 

The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the registered holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and subject to the
provisions on the face hereof, interest hereon, and for all other purposes, and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. 

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in any Note, or because of any indebtedness
evidenced thereby, shall be had against 

  
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any incorporator, stockholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue
hereof. 
 Undefined terms used herein which are defined in the Indenture shall have the respective meanings assigned thereto in the
Indenture. 
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

  
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 ABBREVIATIONS 

The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations: 
 TEN COM -- as tenants in common 

TEN ENT -- as tenants by the entireties 

JT TEN -- as joint tenants with right of survivorship and not as tenants in common 

 

							
	UNIF GIFT MIN ACT --     	  	..........Custodian..........	  	
		  	(Cust)	  	(Minor)    	  	
		  	under Uniform Gifts to Minors Act..........
		  		  	                                      
  (State)	  	


 Additional abbreviations may also be used though not in the above list 

 
  

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

 
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

  
  

the within Note of AIR PRODUCTS AND CHEMICALS, INC. and hereby does irrevocably constitute and appoint 

 
  

Attorney to transfer the said Note on the books of the within-named Issuer, with full power of substitution in the premises. 

Dated                         
                                         
                                         
                                         
                                    

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every
particular, without alteration or enlargement or any change whatever.