EXECUTION COPY
AMENDMENT NO. 1 TO THE
FIVE YEAR CREDIT AGREEMENT
Dated as of June 10, 2002
AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT among International Flavors &
Fragrances Inc., a New York corporation (the "Borrower"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below --------- (collectively, the "Lenders") and Citibank, N.A., as
administrative agent (the "Agent") for the Lenders. ------- -----
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Agent have entered into a Five
Year Credit Agreement dated as of September 26, 2001 (the "Credit Agreement").
Capitalized terms not otherwise defined in this Amendment have the same meanings
as specified in the Credit Agreement.
(2) The Borrower and the Required Lenders have agreed to amend the
Credit Agreement 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 5.02(e)(ii) is amended by deleting the figure
"$400,000,000" and substituting therefor the figure "$600,000,000".
(b) Section 5.02 is further amended by adding to the end
thereof a new subsection (f), to read as follows:
(f) Payment Restrictions Affecting Subsidiaries.
Directly or indirectly, enter into or suffer to exist, or
permit any of its Subsidiaries to enter into or suffer to
exist, any agreement or arrangement limiting the ability of
any of its Subsidiaries to (i) declare or pay dividends or
other distributions in respect of its equity interests or (ii)
repay or prepay any Debt owed to, make loans or advances to,
provide guaranties in respect of, or otherwise transfer assets
to or invest in, the Borrower or any other Subsidiary of the
Borrower (whether through a covenant restricting dividends,
loans, asset transfers or investments, a financial covenant or
otherwise), except any agreement in effect at the time such
Subsidiary becomes a Subsidiary of the Borrower, so long as
such agreement was not entered into solely in contemplation of
such Person becoming a Subsidiary of the Borrower.
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written when, and only when, on or before
June 10, 2002 the
Agent shall have received counterparts of this Amendment executed by the
Borrower and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Lender has executed this Amendment, and a
certificate of a duly authorized officer of the Borrower, dated June 10, 2002,
stating that:
(i) The representations and warranties contained in
Section 3 are correct on and as of the date of such
certificate as though made on and as of such date; and
(ii) No event has occurred and is continuing that
constitutes a Default.
This Amendment is subject to the provisions of Section 8.01 of the Credit
Agreement.
SECTION 3. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:
(a) The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction
indicated in the recital of parties to this Amendment.
(b) The execution, delivery and performance by the Borrower of
this Amendment and the Credit Agreement and the Notes, as amended
hereby, have been duly authorized by all necessary corporate action and
do not contravene (i) the Borrower's charter or by-laws or (ii) any law
or any contractual restriction binding on or affecting the Borrower.
(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body
or any other third party is required for the due execution, delivery or
performance by the Borrower of this Amendment or the Credit Agreement
or the Notes, as amended hereby.
(d) This Amendment has been duly executed and delivered by the
Borrower. This Amendment and the Credit Agreement and the Notes, as
amended hereby, are legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with their
respective terms.
(e) There is no pending or threatened action, suit,
investigation, litigation or proceeding, including, without limitation,
any Environmental Action, affecting the Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator that
(i) could be reasonably likely to have a Material Adverse Effect or
(ii) purports to affect the legality, validity or enforceability of
this Amendment or the Credit Agreement and the Notes, as amended
hereby.
SECTION 4. Reference to and Effect on the Credit Agreement and the
Notes. (a) On and after the effectiveness of this 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 Amendment.
(b) The Credit Agreement and the Notes, as specifically
amended by this Amendment, are and shall continue to be in full force
and effect and are 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, nor constitute a waiver of any provision of the
Credit Agreement.
SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 8.04 of the Credit Agreement.
SECTION 6. 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 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
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/ Xxxxxxx X. Xxxxxx
----------------------------
Title: Treasurer
CITIBANK, N.A.,
as Agent and as Lender
By /S/ Xxxxxx Xxxxxxx
----------------------------
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By
----------------------------
Title:
BANK ONE, NA (Main Office Chicago)
By /S/ Xxxxx X. Xxxxxxxx
----------------------------
Title: Commercial Banking Officer
ABN AMRO BANK N.V.
By /S/ Xxxx X. Xxxxxx
----------------------------
Title: Vice President
By /S/ Xxxxxxxxxxx X. Xxxxx
----------------------------
Title: Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION (as successor to First Union
National Bank)
By
----------------------------
Title:
FLEET NATIONAL BANK
By /S/ Xxxxxx X. Xxxxx
----------------------------
Title: Vice President
BNP PARIBAS
By
----------------------------
Title:
By
----------------------------
Title:
ING (U.S.) CAPITAL LLC
By
----------------------------
Title:
INTESABCI NEW YORK BRANCH
By /S/ Xxxxx Xxxxxx
----------------------------
Title: Vice President
By /S/ Xxxxxxx Xxxxxxxxx
----------------------------
Title: Vice President
FORTIS (USA) FINANCE LLC
By
----------------------------
Title:
By
----------------------------
Title:
THE BANK OF NEW YORK
By /S/ Xxxxx X. Xxxxxxxx
----------------------------
Title: Vice President
MELLON BANK, N.A.
By /S/ Xxxxxxx X. Xxxxx
----------------------------
Title: Assistant Vice President
