EXHIBIT 10(a)
LETTER AMENDMENT
Dated as of December 31, 2000
To the banks, financial institutions and
other institutional lenders
(collectively, the "Lenders") parties to
the Credit Agreement referred to below
and to Citibank, N.A., as agent (the
"Agent") for the Lenders
Ladies and Gentlemen:
We refer to the 364-Day Credit Agreement dated as of November 28, 2000 (as
amended, supplemented or otherwise modified through the date hereof, the "Credit
Agreement") among the undersigned and you. Capitalized terms not otherwise
defined in this Letter Amendment have the same meanings as specified in the
Credit Agreement.
We refer to our acquisition of Xxxx Xxxxx Xxxxx Inc. pursuant to the Merger
Agreement and to the financial covenant set forth in Section 5.03 of the Credit
Agreement. It has come to our attention that said financial covenant was
calculated without giving appropriate effect to the EBITDA of Xxxx Xxxxx Xxxxx
Inc. We hereby request that the Required Lenders agree to amend the definition
of EBITDA to give pro forma effect to the acquisition of Xxxx Xxxxx Xxxxx Inc.
You have indicated your willingness, on the terms and conditions stated
below, to so agree. Accordingly, it is hereby agreed by you and us as follows:
The definition of EBITDA in Section 1.01 of the Credit Agreement is,
effective as of the date of this Letter Amendment, hereby amended in full to
read as follows:
"EBITDA" means, for any period, net income (or net loss) plus the sum of
(a) interest expense, (b) income tax expense, (c) depreciation expense, (d)
amortization expense and all other non-cash charges and (e) extraordinary or
unusual losses deducted in calculating net income less extraordinary or unusual
gains added in calculating net income, in each case determined in accordance
with GAAP for such period, provided, that for purposes of determining compliance
with Section 5.03 for each period ended prior to the first anniversary of the
Borrower's acquisition of Xxxx Xxxxx Xxxxx Inc., EBITDA of the Borrower and its
Subsidiaries shall be deemed to be the pro forma amount calculated as if such
acquisition had been consummated on the first day of such period.
This Letter Amendment shall become effective as of the date first above
written when, and only when, the Agent shall have received counterparts of this
Letter Amendment executed by the undersigned and the Required Lenders or, as to
any of the Lenders, advice satisfactory to the Agent that such Lender has
executed this Letter Amendment This Letter Amendment is subject to the
provisions of Section 8.01 of the Credit Agreement.
On and after the effectiveness of this Letter Amendment, 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 Letter Amendment.
The Credit Agreement and the Notes, as specifically amended by this Letter
Amendment, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. The execution, delivery and
effectiveness of this Letter 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, nor constitute a waiver of any provision of
the Credit Agreement.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least two counterparts of this Letter
Amendment to Xxxxx X. Xxxxxx, Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
This Letter 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 one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.
This Letter Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
Very truly yours,
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By
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Title:
Agreed as of the date first above written:
CITIBANK, N.A.,
as Agent and as Lender
By
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Title:
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{Type or print name of institution}
By
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Title:
2
