U.S. $300,000,000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of May 30, 2000
Among
INTERNATIONAL FLAVORS & FRAGRANCES INC.
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
CITIBANK, N.A.
as Administrative Agent
and
SALOMON SMITH BARNEY INC.
as Arranger
<PAGE>
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
DATED as OF MAY 30, 2000
INTERNATIONAL FLAVORS & FRAGRANCES INC., A New York corporation (the
"BORROWER"), the banks, financial institutions and other institutional lenders
(collectively, the "INITIAL LENDERS") party hereto and CITIBANK, N.A., as
administrative agent (together with any successor thereto appointed pursuant to
Article VII of the Existing Credit Agreement referred to below, the "AGENT") for
the Lenders (as defined in the Existing Credit Agreement referred to below),
hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Borrower is party to a 364-Day Credit Agreement dated as of June 1,
1999 (the "Existing Credit Agreement") with the banks, financial institutions
and other institutional lenders party thereto and Citibank, N.A., as
Administrative Agent for the Lenders and such other lenders. Capitalized terms
not otherwise defined in this Amendment and Restatement shall have the same
meaning as specified in the Existing Credit Agreement.
(2) The parties to this Amendment and Restatement desire to amend the
Existing Credit Agreement as set forth herein and to restate the Existing Credit
Agreement in its entirety to read as set forth in the Existing Credit Agreement
with the following amendments.
(3) The Borrower has requested that the Lenders agree to extend credit to
it from time to time in an aggregate principal amount of up to $300,000,000 for
general corporate purposes of the Borrower and its Subsidiaries not otherwise
prohibited under the terms of this Agreement. The Lenders have indicated their
willingness to agree to extend credit to the Borrower from time to time in such
amount on the terms and conditions of this Amendment and Restatement.
SECTION 1. Amendments to the Existing Credit Agreement. The Existing Credit
Agreement is, effective as of the date of this Amendment and Restatement and
subject to the satisfaction of the conditions precedent set forth in Section 2,
hereby amended as follows:
(a) Section 1.01 is amended by adding the following new definitions in
appropriate alphabetical order:
"EBITDA" means, for any period, net income (or net loss) plus the sum
of (a) interest expense, (b) income tax expense, (c) depreciation expense
and (d) amortization expense, in each case determined in accordance with
GAAP for such period.
"DEBT FOR BORROWED MONEY" of any Person means all items that, in
accordance with GAAP, would be classified as indebtedness on a Consolidated
balance sheet of such Person.
(b) Section 1.01 is amended by deleting the definitions of "Commitment" and
"Termination Date" set forth therein and replacing them, respectively, with
the following new definitions thereof:
"COMMITMENT" means as to any Lender (a) the amount set forth opposite
such Lender's name on Schedule I hereto under the caption "Commitment", (b)
if such Lender has become a Lender hereunder pursuant to an Assumption
Agreement, the amount set forth in such
<PAGE>
Assumption Agreement or (c) if such Lender has entered into an Assignment
and Acceptance, the amount set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 8.07(d), as such
amount may be reduced pursuant to Section 2.05 or increased pursuant to
Section 2.18.
"TERMINATION DATE" means the earlier of (a) May 29, 2001, subject to
the extension thereof pursuant to Section 2.19, and (b) the date of
termination in whole of the aggregate Commitments pursuant to Section 2.05
or 6.01; provided, however, that the Termination Date of any Lender that is
a Non-Consenting Lender to any requested extension pursuant to Section 2.19
shall be the Termination Date in effect immediately prior to the applicable
Extension Date for all purposes of this Agreement.
(c) Section 4.01(i) of the Existing Credit Agreement is deleted in its
entirety.
(d) Section 5.02(e)(ii) of the Existing Credit Agreement is amended by
deleting the figure "$200,000,000" and substituting therefor the figure
"$300,000,000".
(e) Section 5.03 of the Existing Credit Agreement is amended in full
to read as follows:
SECTION 5.03. Financial Covenant. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will maintain a ratio of Debt for Borrowed Money to
Consolidated EBITDA of the Borrower and its Subsidiaries for the
preceding four fiscal quarters of not more than 3.00 to 1.00.
(f) Schedule I to the Existing Credit Agreement is deleted in its
entirety and replaced with Schedule I to this Amendment and Restatement.
SECTION 2. Conditions of Effectiveness of this Amendment and Restatement.
This Amendment and restatement shall become effective as of the date first
above written (the "RESTATEMENT EFFECTIVE DATE") when and only if:
(a) The Administrative Agent shall have received counterparts of this
Amendment and Restatement executed by the Borrower and all of the Initial
Lenders or, as to any of the Initial Lenders, advice satisfactory to the
Administrative Agent that such Initial Lender has executed this Amendment
and Restatement.
(b) The Administrative Agent shall have received on or before the
Restatement Effective Date the following, each dated such date and (unless
otherwise specified below) in form and substance satisfactory to the
Administrative Agent and in sufficient copies for each Initial Lender:
(i) A certificate of the Secretary or an Assistant Secretary of
the Borrower certifying the names and true signatures of the officers
of the Borrower authorized to sign this Amendment and Restatement and
the Notes, if any, and the other documents to be delivered hereunder
by the Borrower.
(ii) A favorable opinion of Weil, Gotshal & Manges LLP, counsel
for the Borrower, in form and substance reasonably satisfactory to the
Agent.
2
<PAGE>
(c) The representations and warranties contained in Section 4.01 of
the Existing Credit Agreement shall be correct on and as of the Restatement
Effective Date, before and after giving effect to the Restatement Effective
Date, as though made on and as of such date.
(d) No event shall have occurred and be continuing, or shall occur as
a result of the occurrence of the Restatement Effective Date, that
constitutes a Default.
SECTION 3. Reference to and Effect on the Existing Credit Agreement and the
Notes. (a) On and after the effectiveness of this Amendment and Restatement,
each reference in the Existing Credit Agreement to "this Agreement",
"hereunder", "hereof" or words of like import referring to the Existing Credit
Agreement, and each reference in the Notes to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Existing Credit
Agreement, shall mean and be a reference to the Existing Credit Agreement, as
amended by this Amendment and Restatement.
(b) The Existing Credit Agreement and the Notes, as specifically amended by
this Amendment and Restatement, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.
(c) Without limiting any of the other provisions of the Existing Credit
Agreement, as amended by this Amendment and Restatement, any references in the
Existing Credit Agreement to the phrases "on the date hereof", "on the date of
this Agreement" or words of similar import shall mean and be a reference to the
date of the Existing Credit Agreement (which is June 1, 1999).
SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and Restatement, the Notes and the
other documents to be delivered hereunder (including, without limitation, the
reasonable and documented fees and expenses of counsel for the Administrative
Agent with respect hereto and thereto) in accordance with the terms of Section
8.04 of the Existing Credit Agreement.
SECTION 5. Execution in Counterparts. This Amendment and Restatement 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
Amendment and Restatement by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment and Restatement.
SECTION 6. Governing Law. This Amendment and Restatement shall be governed
by, and construed in accordance with, the laws of the State of New York.
3
<PAGE>
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AMENDMENT AND
RESTATEMENT TO BE EXECUTED BY THEIR RESPECTIVE OFFICERS THEREUNTO DULY
AUTHORIZED, AS OF THE DATE FIRST ABOVE WRITTEN.
THE BORROWER
INTERNATIONAL FLAVORS & FRAGRANCES INC.
BY: /s/ D. J. WETMORE
---------------------------------------
DOUGLAS J. WETMORE
VICE PRESIDENT & CHIEF FINANCIAL OFFICER
THE AGENT
CITIBANK, N.A.
AS ADMINISTRATIVE AGENT
BY: /s/ ROBERT D. WETRUS
---------------------------------------
ROBERT D. WETRUS
VICE PRESIDENT
THE INITIAL LENDERS
CITIBANK, N.A.
BY: /s/ DIANE L. POCKAJ
---------------------------------------
DIANE L. POCKAJ
VICE PRESIDENT
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
BY: /s/ R. L. VAN DE BERGHE
---------------------------------------
R. L. VAN DE BERGHE
VICE PRESIDENT
4
<PAGE>
BANCA COMMERCIALE ITALIANA-NEW YORK BRANCH
BY: /s/ CHARLES DAUGHERTY J. CARLANI
---------------------------------------
CHARLES DAUGHERTY J. CARLANI
VICE PRESIDENT VICE PRESIDENT
FIRST UNION NATIONAL BANK
BY: /s/ CHRISTOPHER STRAUSS
---------------------------------------
CHRISTOPHER STRAUSS
VICE PRESIDENT
ABN AMRO BANK N.V.
BY: /s/ DONALD SUTTON
---------------------------------------
DONALD SUTTON
VICE PRESIDENT
FLEET NATIONAL BANK FKA BANKBOSTON, N.A.
BY: /s/ WILLIAM F. HAMILTON
---------------------------------------
WILLIAM F. HAMILTON
DIRECTOR
THE BANK OF NEW YORK
BY: /s/ RUSSELL A. BURR
---------------------------------------
RUSSELL A. BURR
SENIOR VICE PRESIDENT
FORTIS FINANCIAL SERVICES LLC
BY: /s/ JOSEPH FRANZESE
---------------------------------------
JOSEPH FRANZESE
SENIOR VICE PRESIDENT
5
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I TO THE AMENDMENT AND RESTATEMENT
COMMITMENTS AND APPLICABLE LENDING OFFICES
<S> <C> <C> <C>
Name of Initial Lender Commitment Domestic Lending Office Eurodollar Lending Office
--------------------------------------------------------------------------------------------------------------------------
ABN AMRO BANK N.V. $30,000,000 208 South LaSalle, Suite 1500 208 South LaSalle, Suite 1500
Chicago, IL 60604-1003 Chicago, IL 60604-1003
Attn: Loan Administration Attn: Loan Administration
T: 312 992-5151 T: 312 992-5151
F: 312 992-5156 F: 312 992-5156
--------------------------------------------------------------------------------------------------------------------------
FLEET NATIONAL BANK $30,000,000 100 Federal Street 100 Federal Street
(FKA BANKBOSTON, N.A.) Mail Code: 01-10-04 Mail Code: 01-10-04
Boston, MA 02110 Boston, MA 02110
Attn: Deborah Dobbins Attn: Deborah Dobbins
T: 617 434-5455 T: 617 434-5455
F: 617 434-1574 F: 617 434-1574
--------------------------------------------------------------------------------------------------------------------------
THE BANK OF NEW YORK $30,000,000 One Wall Street One Wall Street
New York, NY 10286 New York, NY 10286
Attn: Rose Leonard Attn: Rose Leonard
T: 212 635-1471 T: 212 635-1471
F: 212 635-6397/6426 F: 212 635-6397/6426
--------------------------------------------------------------------------------------------------------------------------
BANK OF TOKYO- $40,000,000 1251 Avenue of the Americas 1251 Avenue of the Americas
MITSUBISHI TRUST 12th Floor 12th Floor
COMPANY New York, NY 10020 New York, NY 10020
Attn: Mr Rolando Attn: Mr. Rolando
T: 212 782-5637 T: 212 782-5637
F: 212 782-5635 F: 212 782-5635
--------------------------------------------------------------------------------------------------------------------------
BANCA COMMERCIALE $40,000,000 One William Street One William Street
ITALIANA-NEW YORK New York, NY 10004 New York, NY 10004
BRANCH Attn: Charles Dougherty Attn: Charles Dougherty
T: 212 607-3656 T: 212 607-3656
F: 212 809-2124 F: 212 809-2124
--------------------------------------------------------------------------------------------------------------------------
CITIBANK, N.A. $60,000,000 Two Penns Way Two Penns Way
New Castle, DE 19720 New Castle, DE 19720
Attn: Anne Heironimus Attn: Anne Heironimus
T. 302 894-0034 T: 302 894-0034
F: 302 894-6130 F: 302 894-6130
--------------------------------------------------------------------------------------------------------------------------
FIRST UNION NATIONAL $40,000,000 50 Main Street 50 Main Street
BANK White Plains, NY 10606 White Plains, NY 10606
Attn: David Ring Attn: David Ring
T: 914 286-5039 T: 914 286-5039
F: 914 681-8755 F: 914 681-8755
--------------------------------------------------------------------------------------------------------------------------
FORTIS FINANCIAL $30,000,000 520 Madison Avenue 520 Madison Avenue
SERVICES LLC New York, NY 10022 New York, NY 10022
Attn: Douglas Riahi Attn: Douglas Riahi
T: 212 481-8736 T: 212 418-8736
F: 212 750-7597 F: 212 750-7597
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
