Exhibit
1
[Form
of Series A Senior Note]
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION
OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO
THIS
NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION
AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE
UNDER
SUCH ACT AND SUCH LAWS. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS
PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.
International
Flavors & Fragrances Inc.
6.25%
Series A Senior Note, due September 27, 2017
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No.
RA-[_______]
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[Date]
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$[__________]
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PPN:
459506 B@9
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FOR
VALUE
RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein
called the “Company”), a corporation organized and existing under the
laws of the State of the State of New York, hereby promises to pay to
[_____________________] or registered assigns, the principal sum of
[______________] DOLLARS (or so much thereof as shall not have been prepaid)
on
September 27, 2017 with interest (computed on the basis of a 360-day year
of
twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.25%
per annum (subject to the payment of Additional Interest during each Additional
Interest Period, as such terms are defined in the Note Purchase Agreement
referred to below) from the date hereof, payable semi-annually, on the 27th
day
of September and March in each year and at maturity, commencing with the
September 27 or March 27 next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted
by law, at a rate per annum from time to time equal to the Default Rate (as
defined in the Note Purchase Agreement referred to below), on any overdue
payment of interest and, during the continuance of an Event of Default, on
the
unpaid balance hereof and on any overdue payment of any Make-Whole Amount
(as
defined in the Note Purchase Agreement referred to below), payable semiannually
as aforesaid (or, at the option of the registered holder hereof, on
demand).
Payments
of principal of, interest on and any Make-Whole Amount with respect to this
Note
are to be made in lawful money of the United States of America at the principal
office of Bank of America, N.A. in New York, New York or at such other place
as
the Company shall have designated by written notice to the holder of this
Note
as provided in the Note Purchase Agreement referred to below.
This
Note
is one of a series of Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, dated as of September 27, 2007 (as
from
time to time amended, supplemented or modified, the “Note Purchase
Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this
Note will be deemed, by its acceptance hereof, to have (i) agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representations set forth in Section 6 of
the Note Purchase Agreement (except that, if such holder is not the initial
holder hereof, it shall be deemed either to have made the representations
in
Sections 6.1(a) and 6.2 or to have represented that it is a qualified
institutional buyer, as defined in Rule 144A under the Securities Act, in
addition to the other representations in Section 6). Unless otherwise
indicated, capitalized terms used in this Note shall have the respective
meanings ascribed to such terms in the Note Purchase Agreement.
This
Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name
of,
the transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.
This
Note
is subject to optional prepayment, in whole or from time to time in part,
at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.
If
an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become
due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.
This
Note
shall be construed and enforced in accordance with, and the rights of the
issuer
and holder hereof shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such
State.
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INTERNATIONAL
FLAVORS &
FRAGRANCES INC.
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By:
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/s/ |
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Name: |
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Title: |
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Exhibit
2
[Form
of Series B Senior Note]
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION
OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO
THIS
NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION
AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE
UNDER
SUCH ACT AND SUCH LAWS. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS
PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.
International
Flavors & Fragrances Inc.
6.35%
Series B Senior Note, due September 27, 2019
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No.
RB-[_______]
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[Date]
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$[__________]
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PPN:
459506 B#7
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FOR
VALUE RECEIVED, the undersigned,
INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein called the
“Company”), a corporation organized and existing under the laws of the
State of the State of New York, hereby promises to pay to
[_____________________] or registered assigns, the principal sum of
[______________] DOLLARS (or so much thereof as shall not have been prepaid)
on
September 27, 2019 with interest (computed on the basis of a 360-day year
of
twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.35%
per annum (subject to the payment of Additional Interest during each Additional
Interest Period, as such terms are defined in the Note Purchase Agreement
referred to below) from the date hereof, payable semi-annually, on the 27th
day
of September and March in each year and at maturity, commencing with the
September 27 or March 27 next succeeding the date hereof, until the principal
hereof shall have become due and payable, (b) to the extent permitted by
law, at a rate per annum from time to time equal to the Default Rate (as
defined
in the Note Purchase Agreement referred to below), on any overdue payment
of
interest and, during the continuance of an Event of Default, on the unpaid
balance hereof and on any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on
demand).
Payments
of principal of, interest on and any Make-Whole Amount with respect to this
Note
are to be made in lawful money of the United States of America at the principal
office of Bank of America, N.A. in New York, New York or at such other place
as
the Company shall have designated by written notice to the holder of this
Note
as provided in the Note Purchase Agreement referred to below.
This
Note
is one of the Series B Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, dated as of September 27, 2007 (as
from
time to time amended, supplemented or modified, the “Note Purchase
Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this
Note will be deemed, by its acceptance hereof, to have (i) agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representations set forth in Section 6 of the
Note Purchase Agreement (except that, if such holder is not the initial holder
hereof, it shall be deemed either to have made the representations in Sections
6.1(a) and 6.2 or to have represented that it is a qualified institutional
buyer, as defined in Rule 144A under the Securities Act, in addition to the
other representations in Section 6). Unless otherwise indicated,
capitalized terms used in this Note shall have the respective meanings ascribed
to such terms in the Note Purchase Agreement.
This
Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name
of,
the transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.
This
Note
is subject to optional prepayment, in whole or from time to time in part,
at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.
If
an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become
due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.
This
Note
shall be construed and enforced in accordance with, and the rights of the
issuer
and holder hereof shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such
State.
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INTERNATIONAL
FLAVORS &
FRAGRANCES INC.
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By:
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/s/ |
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Name: |
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Title: |
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Exhibit
3
[Form
of Series C Senior Note]
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION
OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO
THIS
NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION
AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE
UNDER
SUCH ACT AND SUCH LAWS. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS
PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.
International
Flavors & Fragrances Inc.
6.50%
Series C Senior Note, due September 27, 2022
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No.
RC-[_______]
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[Date]
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$[__________]
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PPN:
459506 C*0
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FOR
VALUE
RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein
called the “Company”), a corporation organized and existing under the
laws of the State of the State of New York, hereby promises to pay to
[_____________________] or registered assigns, the principal sum of
[______________] DOLLARS (or so much thereof as shall not have been prepaid)
on
September 27, 2022 with interest (computed on the basis of a 360-day year
of
twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.50%
per annum (subject to the payment of Additional Interest during each Additional
Interest Period, as such terms are defined in the Note Purchase Agreement
referred to below) from the date hereof, payable semi-annually, on the 27th
day
of September and March in each year and at maturity, commencing with the
September 27 or March 27 next succeeding the date hereof, until the principal
hereof shall have become due and payable, (b) to the extent permitted by
law, at a rate per annum from time to time equal to the Default Rate (as
defined
in the Note Purchase Agreement referred to below), on any overdue payment
of
interest and, during the continuance of an Event of Default, on the unpaid
balance hereof and on any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on
demand).
Payments
of principal of, interest on and any Make-Whole Amount with respect to this
Note
are to be made in lawful money of the United States of America at the principal
office of Bank of America, N.A. in New York, New York or at such other place
as
the Company shall have designated by written notice to the holder of this
Note
as provided in the Note Purchase Agreement referred to below.
This
Note
is one of the Series C Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, dated as of September 27, 2007 (as
from
time to time amended, supplemented or modified, the “Note Purchase
Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this
Note will be deemed, by its acceptance hereof, to have (i) agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representations set forth in Section 6 of the
Note Purchase Agreement (except that, if such holder is not the initial holder
hereof, it shall be deemed either to have made the representations in Sections
6.1(a) and 6.2 or to have represented that it is a qualified institutional
buyer, as defined in Rule 144A under the Securities Act, in addition to the
other representations in Section 6). Unless otherwise indicated,
capitalized terms used in this Note shall have the respective meanings ascribed
to such terms in the Note Purchase Agreement.
This
Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name
of,
the transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.
This
Note
is subject to optional prepayment, in whole or from time to time in part,
at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.
If
an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become
due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.
This
Note
shall be construed and enforced in accordance with, and the rights of the
issuer
and holder hereof shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such
State.
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INTERNATIONAL
FLAVORS &
FRAGRANCES INC.
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By:
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/s/ |
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Name: |
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Title: |
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Exhibit
4
[Form
of Series D Senior Note]
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION
OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO
THIS
NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION
AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE
UNDER
SUCH ACT AND SUCH LAWS. NEITHER THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS
PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.
International
Flavors & Fragrances Inc.
6.79%
Series D Senior Note, due September 27, 2027
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No.
RD-[_______]
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[Date]
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$[__________]
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PPN:
459506 C@8
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FOR
VALUE
RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein
called the “Company”), a corporation organized and existing under the
laws of the State of the State of New York, hereby promises to pay to
[_____________________] or registered assigns, the principal sum of
[______________] DOLLARS (or so much thereof as shall not have been prepaid)
on
September 27, 2027 with interest (computed on the basis of a 360-day year
of
twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.79%
per annum (subject to the payment of Additional Interest during each Additional
Interest Period, as such terms are defined in the Note Purchase Agreement
referred to below) from the date hereof, payable semi-annually, on the 27th
day
of September and March in each year and at maturity, commencing with the
September 27 or March 27 next succeeding the date hereof, until the principal
hereof shall have become due and payable, (b) to the extent permitted by
law, at a rate per annum from time to time equal to the Default Rate (as
defined
in the Note Purchase Agreement referred to below), on any overdue payment
of
interest and, during the continuance of an Event of Default, on the unpaid
balance hereof and on any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on
demand).
Payments
of principal of, interest on and any Make-Whole Amount with respect to this
Note
are to be made in lawful money of the United States of America at the principal
office of Bank of America, N.A. in New York, New York or at such other place
as
the Company shall have designated by written notice to the holder of this
Note
as provided in the Note Purchase Agreement referred to below.
Payments
of principal of, interest on and any Make-Whole Amount with respect to this
Note
are to be made in lawful money of the United States of America at the principal
office of Bank of America, N.A. in New York, New York or at such other place
as
the Company shall have designated by written notice to the holder of this
Note
as provided in the Note Purchase Agreement referred to below.
This
Note
is one of the Series D Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, dated as of September 27, 2007 (as
from
time to time amended, supplemented or modified, the “Note Purchase
Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this
Note will be deemed, by its acceptance hereof, to have (i) agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representations set forth in Section 6 of the
Note Purchase Agreement (except that, if such holder is not the initial holder
hereof, it shall be deemed either to have made the representations in Sections
6.1(a) and 6.2 or to have represented that it is a qualified institutional
buyer, as defined in Rule 144A under the Securities Act, in addition to the
other representations in Section 6). Unless otherwise indicated,
capitalized terms used in this Note shall have the respective meanings ascribed
to such terms in the Note Purchase Agreement.
This
Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name
of,
the transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.
This
Note
is subject to optional prepayment, in whole or from time to time in part,
at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.
If
an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become
due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.
This
Note
shall be construed and enforced in accordance with, and the rights of the
issuer
and holder hereof shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such
State.
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INTERNATIONAL
FLAVORS &
FRAGRANCES INC.
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By:
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/s/ |
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Name: |
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Title: |
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