AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
EXHIBIT 10.3
AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
CREDIT AGREEMENT
Dated as of June 2nd, 2014
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) among INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (the “Company”), INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.à.x.x., a private limited liability company (société à responsabilité limitée) incorporated in Luxembourg and registered with the Register of Commerce and Companies of Luxembourg under number B 79234 and having its registered address at 0 xxx xx Xxxxx, X-0000 Xxxxxxxxx, Xxxxx-Xxxxx of Luxembourg, with a share capital of EUR 163,360,000 (“IFF Lux”), INTERNATIONAL FLAVORS & FRAGRANCES (NEDERLAND) HOLDING B.V., a private limited liability company incorporated in the Netherlands (“NL Holding”), INTERNATIONAL FLAVORS & FRAGRANCES I.F.F. (NEDERLAND) B.V., a private limited liability company incorporated in the Netherlands (“IFF Nederland”), IFF WORLDWIDE (GIBRALTAR) LIMITED, a company incorporated under the laws of Gibraltar (“IFF Worldwide Gibraltar”), IFF AROMA ESANS SANAYI VE TICARET ANONIM SIRKETI, a Turkish joint stock company organized under the laws of Turkey (“IFF Turkey”), the various financial institutions as are parties to the Credit Agreement referred to below (collectively, the “Lenders”), and Citibank, N.A. (“Citibank”), as administrative agent (in such capacity, the “Agent”) for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Agent have entered into a Credit Agreement, amended and restated as of April 4, 2014 (the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
(2) The Company has requested and the Required Lenders have agreed that the Credit Agreement be amended upon the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:
(a) | Section 2.01(a)(i) is amended in full to read as follows: |
“Tranche A. Each Tranche A Lender severally agrees, on the terms and conditions hereinafter set forth, to make Tranche A Revolving Credit Advances denominated in Dollars or any Committed Currency to any Borrower (other than IFF Turkey and IFF Worldwide Gibraltar) from time to time on any Business Day during the period from the Effective Date until the Termination Date applicable to such Lender in an amount (based in respect of any Revolving Credit Advances to be denominated in a Committed Currency by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Revolving Credit Borrowing) not to exceed such
Lender’s Unused Tranche A Commitment. Each Revolving Credit Borrowing under the Tranche A Facility shall be in an amount not less than the Revolving Credit Borrowing Minimum or the Revolving Credit Borrowing Multiple in excess thereof and shall consist of Tranche A Revolving Credit Advances of the same Type and in the same currency made on the same day by the Lenders ratably according to their respective Tranche A Revolving Credit Commitments. Within the limits of each Lender’s Tranche A Revolving Credit Commitment, any Borrower (other than IFF Turkey and IFF Worldwide Gibraltar) may borrow under this Section 2.01(a)(i), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a)(i).”
(b) | Section 2.01(b)(i) is amended in full to read as follows: |
“Tranche A. Each Tranche A Swing Line Bank severally agrees, on the terms and conditions hereinafter set forth, to make Tranche A Swing Line Advances denominated in Dollars to any Borrower (other than IFF Turkey and IFF Worldwide Gibraltar) from time to time on any Business Day during the period from the date hereof until the Termination Date applicable to the Tranche A Swing Line Bank (A) in an aggregate amount not to exceed at any time outstanding the Tranche A Swing Line Subfacility and (B) in an amount for each such Advance not to exceed an amount equal to the Unused Tranche A Commitments of the Tranche A Lenders on such Business Day. Each Tranche A Swing Line Borrowing shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Base Rate Advances made on the same day by the Tranche A Swing Line Banks ratably according to their respective Tranche A Swing Line Commitments. Within the limits of the Tranche A Swing Line Subfacility and within the limits referred to in clause (B) above, the Borrowers (other than IFF Turkey and IFF Worldwide Gibraltar) may borrow under this Section 2.01(b)(i), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(b)(i).”
SECTION 2. Conditions to Effectiveness. This Amendment shall become effective on and as of the date first above written (the “Amendment Effective Date”) when, and only when, the Agent or its counsel shall have received counterparts of this Amendment duly executed by the Borrowers and the Required Lenders.
SECTION 3. Reference to and Effect on the Credit Agreement and the Notes. (a) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, or constitute a waiver of any provision of the Credit Agreement.
SECTION 4. Costs and Expenses. The Company agrees to pay on demand all reasonable and documented out‑of‑pocket costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other
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instruments and documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and expenses of counsel for the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
INTERNATIONAL FLAVORS & FRAGRANCES INC. | |
By | /s/ Xxxxxx Xxxxxxxx |
Name: Xxxxxx Xxxxxxxx | |
Title: Treasurer | |
INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.à.x.x. | |
By | /s/ Xxxxxx Xxxxxxxx |
Name: Xxxxxx Xxxxxxxx | |
Title: Manager | |
INTERNATIONAL FLAVORS & FRAGRANCES (NEDERLAND) HOLDING B.V. | |
By | /s/ Jeroen Xxxxxxxx Xxxxx van Noorden |
Name: Jeroen Xxxxxxxx Xxxxx van Noorden | |
Title: Managing Director | |
INTERNATIONAL FLAVORS & FRAGRANCES I.F.F. (NEDERLAND) B.V. | |
By | /s/ Jeroen Xxxxxxxx Xxxxx van Noorden |
Name: Jeroen Xxxxxxxx Xxxxx van Noorden | |
Title: Managing Director | |
[IFF Amendment No. 1 Signature Page]
EXECUTED AS A DEED BY IFF WORLDWIDE (GIBRALTAR) LIMITED | |
By | /s/ Xxxxxx Xxxxxxxx |
Name: Xxxxxx Xxxxxxxx | |
Title: Director | |
By | /s/ Xxxxxxx X’Xxxxx |
Name: Xxxxxxx X’Xxxxx | |
Title: Director | |
IFF AROMA ESANS SANAYI VE TICARET ANONIM SIRKETI | |
By | /s/ Server Xxxxx Xxxxxxxxx |
Name: Server Xxxxx Xxxxxxxxx | |
Title: Board Member | |
By | /s/ Xxxxxx Xxxxx Balibasa |
Name: Xxxxxx Xxxxx Balibasa | |
Title: Vice-President | |
[IFF Amendment No. 1 Signature Page]
Accepted and Agreed:
CITIBANK, N.A., as Administrative Agent, Lender and Swing Line Lender | |
By | /s/ Xxxxxxx Xxxxxxxxx |
Name: Xxxxxxx Xxxxxxxxx | |
Title: Vice President | |
CITIBANK INTERNATIONAL PLC, as Tranche B Swing Line Bank | |
By | /s/ Xxxxxx Xxxxx |
Name: Xxxxxx Xxxxx | |
Title: Vice President | |
BNP PARIBAS | |
By | /s/ Xxxxxxxxx Xxxxx |
Name: Xxxxxxxxx Xxxxx | |
Title: Director | |
By | /s/ Xxxxxxx Xxxx |
Name: Xxxxxxx Xxxx | |
Title: Managing Director | |
BNP PARIBAS FORTIS S.A./N.V. | |
By | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx | |
Title: Executive Director | |
By | /s/ Xxxx Xxxxxxxx |
Name: Xxxx Xxxxxxxx | |
Title: Senior Banker | |
[IFF Amendment No. 1 Signature Page]
JPMORGAN CHASE BANK, N.A. | |
By | /s/ Xxxx Xxx |
Name: Xxxx Xxx | |
Title: Vice President | |
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | |
By | /s/ Xxxxxxxx Xxxxx |
Name: Xxxxxxxx Xxxxx | |
Title: Vice President | |
XXXXXX XXXXXXX BANK, N.A. | |
By | /s/ Xxxx Xxxxxxx |
Name: Xxxx Xxxxxxx | |
Title: Authorized Signatory | |
RBS CITIZENS, N.A. | |
By | /s/ Xxxxx Xxxxxxxx |
Name: Xxxxx Xxxxxxxx | |
Title: Vice President | |
U.S. BANK NATIONAL ASSOCIATION | |
By | /s/ Xxxxxxx Xxxx |
Name: Xxxxxxx Xxxx | |
Title: Vice President | |
[IFF Amendment No. 1 Signature Page]
SANTANDER BANK, N.A. | |
By | /s/ Xxxxxxx Xxxxxxxx |
Name: Xxxxxxx Xxxxxxxx | |
Title: Vice President | |
ING BANK N.V., DUBLIN BRANCH | |
By | /s/ Xxxx Xxxxxxx |
Name: Xxxx Xxxxxxx | |
Title: Director | |
By | /s/ Xxxxxxx Xxxxx |
Name: Xxxxxxx Xxxxx | |
Title: Director | |
XXXXX FARGO BANK, NATIONAL ASSOCIATION | |
By | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx | |
Title: Director | |
STANDARD CHARTERED BANK | |
By | /s/ Xxxxx Xxxxxxx |
Name: Xxxxx Xxxxxxx | |
Title: Managing Director | |
COBANK, ACB | |
By | /s/ Xxxxxxx Xxxxxx |
Name: Xxxxxxx Xxxxxx | |
Title: Vice President | |
[IFF Amendment No. 1 Signature Page]
INDUSTRIAL AND COMMERCIAL BANK OF CHINA (EUROPE) S.A. AMSTERDAM BRANCH | |
By | /s/ Weihuang Jin |
Name: Weihuang Jin | |
Title: General Manager | |
[IFF Amendment No. 1 Signature Page]
