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[FORM OF FACE OF NOTE]
AIR PRODUCTS AND CHEMICALS, INC.
Medium-Term Note, Series F
Due from 9 Months to 30 Years from Date of Issue
(Fixed Rate)
Registered Principal Amount
No. FX- CUSIP
Global Note: __ Yes __ No
Depositary:
[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), 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.]
IF APPLICABLE THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
Issue Price: Record Dates:
Interest Rate: Initial Accrual Period OID:
Interest Payment Dates: Initial Redemption Date:
Original Issue Date: Repayment Option Period(s):
Maturity Date: Specified Currency:
Repayment Date(s): U.S. Dollars [ ]
Total Amount of OID: Other: _______________
Yield to Maturity: U.S. Dollar Payments Option:
If applicable as described above, the Optional Redemption Price
initially shall be ________% of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date
by ______% of
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the principal amount to be redeemed until the Optional Redemption
Price is 100% of such principal amount, together with interest thereon to the
date fixed for redemption.
AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (the
"Issuer"), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
PRINCIPAL AMOUNT
on the Maturity Date specified above or upon earlier redemption or repayment 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, on a date fixed for redemption or on a Repayment Date 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, on the date fixed for redemption or on the
Repayment Date, 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, or, if this Note is denominated in a
Specified Currency other than U.S. Dollars,
___________________________________________________________
Principal Financial Center of Country of Specified Currency
or, if this Note is denominated in European Currency Units, Brussels, Belgium.
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 or
repayment 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, and if upon repayment prior to
maturity, then on the applicable Repayment Date, provided that the holder shall
have complied with the requirements for repayment set forth on the reverse
hereof. 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. Any such payments made in
a Specified Currency other than U.S. Dollars shall be made by wire transfer to
an account maintained by the holder, as designated by the holder by written
notice to the Trustee at least 15 calendar days prior to the date fixed for
payment, with a bank located in the country of the Specified Currency. Payment
of interest on this Note (other than interest paid on the Maturity Date or upon
earlier redemption or repayment) will be made by check (from an account at a
bank outside of the United States if such check is payable in a Specified
Currency other than U.S. Dollars) 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 or the equivalent
in a Specified Currency,
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payment of interest on this Note (other than interest paid on the Maturity Date
or upon earlier redemption or repayment) will be made by wire transfer to an
account maintained by such holder with a bank located in the United States for a
payment in U.S. Dollars or with a bank located in the country of the Specified
Currency for other payments, 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. 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:
FIRST UNION NATIONAL BANK
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 a facsimile of its corporate seal to be affixed hereunto or
imprinted hereon.
Dated: AIR PRODUCTS AND CHEMICALS, INC.
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By:
--------------------------------
Chairman of the Board
(CORPORATE SEAL)
Attest:
----------------------------
Vice President and Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.
FIRST UNION NATIONAL BANK, as Trustee
By:
---------------------------
Authorized Officer
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[FORM OF 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 First Union National
Bank (formerly, 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
"Medium-Term Notes, Series F, Due from 9 Months to 30 Years from Date of Issue"
(the "Notes") of the Issuer, limited in aggregate principal amount to U.S.
$500,000,000, or the equivalent thereof in the Specified Currency or Currencies.
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 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
irrevocably deposited or caused to be deposited in trust with the Trustee funds
in cash and/or U.S. Government Obligations and/or Foreign Government Securities
(each 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 or repayment.
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) the Issuer shall have
irrevocably deposited or caused to be deposited in trust with the Trustee funds
in cash and/or U.S. Government Obligations and/or Foreign Government Securities
(each as defined in the Indenture) as will be sufficient to pay
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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 or
repayment of the outstanding Notes.
The Notes are issuable in fully registered form without coupons in the
minimum denomination of U.S. $100,000 or the equivalent thereof in the Specified
Currency, and in integral multiples of U.S. $1,000 in excess thereof or 10,000
units of the Specified Currency.
If an Initial Redemption Date is specified on the face hereof, this
Note may be redeemed at the option of the Issuer, as a whole or from time to
time in part, on any date on or after such Initial Redemption Date and prior to
maturity, upon mailing a notice of such redemption not less than 30 nor more
than 60 days prior to the date fixed for redemption to the holders of Notes to
be redeemed at their last registered addresses, all as further provided in the
Indenture, at the Optional Redemption Prices, if any, specified on the face
hereof (expressed in percentages of the principal amount) together, in each
case, with accrued interest to the date fixed for redemption.
If a Repayment Date is specified or Repayment Dates are specified on
the face hereof, this Note will be repayable at the option of the holder, in
whole or from time to time in part, on such Repayment Date or Repayment Dates
at 100% of the portion of the principal amount to be repaid, together with
interest accrued on such portion to the Repayment Date on which repayment is
sought. In order for this Note to be repaid, the Issuer must receive at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York, during the period from and including the first day of the Repayment
Option Period for the applicable Repayment Date to and including the
close of business on the last day of such Repayment Option Period (or if such
day is not a business day, the next succeeding business day): (i) this Note
with the form below entitled "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission or letter from a member of a
national securities exchange or the National Association of Securities
Dealers, Inc., or a commercial bank or a trust company in the United States of
America, dated no later than the last day of such Repayment Option Period (or
if such day is not a business day, the next succeeding business day) setting
forth the name of the holder of the Note, the principal amount of the Note, the
portion of the principal amount of the Note to be repaid, a statement that the
option to elect repayment is being exercised thereby and a guarantee that the
Note to be repaid in whole or in part (with the form entitled "Option to Elect
Repayment" on the reverse of the Note duly completed) will be received at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York, not later than five business days after the date of such telegram,
telex, facsimile transmission or letter and such Note and form duly completed
must be received at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, by such fifth business day. Effective
exercise of any repayment option by the holder of any Note shall be
irrevocable. No transfer or exchange of any Note (or, in the event that any
Note is to be repaid in part, such portion of the Note to be repaid) will be
permitted after exercise of a repayment option. A repayment option may be
exercised by the holder of a Note for less than the entire principal amount of
the Note, provided that the principal amount which is to be repaid is equal to
$1,000 or any integral multiple thereof for Notes denominated in U.S. Dollars
or 10,000 units of the Specified Currency or any integral multiple thereof for
Notes denominated in a Specified Currency other than U.S. Dollars. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note for repayment will be determined by the Issuer, whose
determination will be final, binding and non-appealable. For purposes of this
provision, "business day" means any day other than Saturday and Sunday or a
legal holiday or any day on which banking institutions in New York, New York
are authorized or required by law or regulation to close.
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 if this Note is a Global Note (as specified on the face hereof),
this Note is exchangeable only if (x) 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 (y) 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
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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.
If "yes" is specified under "U.S. Dollar Payments Option" on the face
hereof, the registered holder of this Note shall be entitled to receive payments
in U.S. Dollars at the Exchange Rate determined as set forth in the Indenture by
notifying the Trustee at the time and in the manner described therein. Costs,
if any, associated with the conversion of the Specified Currency into U.S.
Dollars shall be borne by such holder through deduction from payments required
to be made to such holder on this Note.
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 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.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Issuer
to repay the within Note (or the portion hereof specified below) pursuant to
its terms at a price equal to 100% of the portion of the principal amount of
the Note to be repaid together with interest accrued thereon to the Repayment
Date, to the undersigned at
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid
_____________________________________________; and specify the denomination or
denominations (which shall be authorized denominations) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid):
________________________________________________________________________________
Date:__________________________ ___________________________________
(Signature)
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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.
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