ex10-1.htm


     

    Exhibit
10.1

     

    
      

      

    

     

     

     

     

     

     

     

     

    
      
        


      

      CREDIT
AGREEMENT

       

      Dated as
of November 18, 2008

       

      among

       

      INTERNATIONAL FLAVORS &
FRAGRANCES (JAPAN) LTD.,

       

      as Borrower,

       

      INTERNATIONAL
FLAVORS & FRAGRANCES INC.,

       

      as
Guarantor,

       

      and

       

      THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD,

       

      as Lender

      
        


         

        


      

       

       

       

       

       

       

       

      
 

      
        

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

         

        TABLE OF CONTENTS

         

        Page

         

      

      
        	
                ARTICLE I

              	
                DEFINITIONS AND ACCOUNTING TERMS

              	
                1

              


      

      


      
        	 
      	
                SECTION 1.01.

              	
                Certain Defined Terms

              	
                1

              
	 
      	
                SECTION 1.02.

              	
                Computation of Time Periods

              	
                10

              
	 
      	
                SECTION 1.03.

              	
                GAAP

              	
                10

              
	 
      	
                SECTION 1.04.

              	
                Foreign Currency Calculations

              	
                10

              


      

      


      
        	
                ARTICLE II

              	
                TERMS OF THE LOAN

              	
                11

              


      

      


      
        	 
      	
                SECTION 2.01.

              	
                The Loan

              	
                11

              
	 
      	
                SECTION 2.02.

              	
                Making the Loan

              	
                11

              
	 
      	
                SECTION 2.03.

              	
                Repayment of the Loan

              	
                11

              
	 
      	
                SECTION 2.04.

              	
                Interest on the Loan

              	
                11

              
	 
      	
                SECTION 2.05.

              	
                Interest Rate Determination, Interest
      Elections

              	
                11

              
	 
      	
                SECTION 2.06.

              	
                Optional Prepayments of the Loan

              	
                12

              
	 
      	
                SECTION 2.07.

              	
                Increased Costs

              	
                12

              
	 
      	
                SECTION 2.08.

              	
                Illegality

              	
                13

              
	 
      	
                SECTION 2.09.

              	
                Payments and Computations

              	
                13

              
	 
      	
                SECTION 2.10.

              	
                Taxes

              	
                13

              
	 
      	
                SECTION 2.11.

              	
                Use of Proceeds

              	
                15

              
	 
      	
                SECTION 2.12.

              	
                Evidence of Debt

              	
                15

              


      

      


      
        	
                ARTICLE III

              	
                CONDITIONS PRECEDENT TO EFFECTIVE DATE

              	
                16

              


      

      


      
        	 
      	
                SECTION 3.01.

              	
                Conditions Precedent to Effective
Date

              	
                16

              


      

      


      
        	
                ARTICLE IV

              	
                REPRESENTATIONS AND WARRANTIES

              	
                17

              


      

      


      
        	 
      	
                SECTION 4.01.

              	
                Representations and Warranties of the Credit
      Parties

              	
                17

              


      

      


      
        	
                ARTICLE V

              	
                COVENANTS OF THE BORROWERS

              	
                19

              


      

      


      
        	 
      	
                SECTION 5.01.

              	
                Affirmative Covenants

              	
                19

              
	 
      	
                SECTION 5.02.

              	
                Negative Covenants

              	
                21

              
	 
      	
                SECTION 5.03.

              	
                Financial Covenants

              	
                23

              
	 
      	
                SECTION 5.04.

              	
                “Know your customer” checks

              	
                24

              


      

      


      
        	
                ARTICLE VI

              	
                EVENTS OF DEFAULT

              	
                24

              


      

      


      
        	 
      	
                SECTION 6.01.

              	
                Events of Default

              	
                24

              


      

      


      
        	
                ARTICLE VII

              	
                GUARANTEE

              	
                26

              


      

      


      
        	 
      	
                SECTION 7.01.

              	
                The Guarantee

              	
                26

              
	 
      	
                SECTION 7.02.

              	
                Obligations Unconditional

              	
                27

              
	 
      	
                SECTION 7.03.

              	
                Reinstatement

              	
                28

              
	 
      	
                SECTION 7.04.

              	
                Subrogation; Subordination

              	
                28

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	
                SECTION 7.05.

              	
                Remedies

              	
                28

              
	 
      	
                SECTION 7.06.

              	
                Continuing Guarantee

              	
                28

              
	 
      	
                SECTION 7.07.

              	
                General Limitation on Guarantee
      Obligations

              	
                28

              


      

      


      
        	
                ARTICLE VIII

              	
                MISCELLANEOUS

              	
                29

              


      

      


      
        	 
      	
                SECTION 8.01.

              	
                Amendments, Etc.

              	
                29

              
	 
      	
                SECTION 8.02.

              	
                Notices, Etc.

              	
                29

              
	 
      	
                SECTION 8.03.

              	
                No Waiver; Remedies

              	
                29

              
	 
      	
                SECTION 8.04.

              	
                Costs and Expenses

              	
                29

              
	 
      	
                SECTION 8.05.

              	
                Right of Setoff

              	
                30

              
	 
      	
                SECTION 8.06.

              	
                Binding Effect

              	
                30

              
	 
      	
                SECTION 8.07.

              	
                Assignments and Participations

              	
                31

              
	 
      	
                SECTION 8.08.

              	
                Confidentiality

              	
                33

              
	 
      	
                SECTION 8.09.

              	
                Governing Law

              	
                34

              
	 
      	
                SECTION 8.10.

              	
                Execution in Counterparts

              	
                34

              
	 
      	
                SECTION 8.11.

              	
                Jurisdiction, Etc.

              	
                34

              
	 
      	
                SECTION 8.12.

              	
                Waiver of Jury Trial

              	
                35

              
	 
      	
                SECTION 8.13.

              	
                Patriot Act

              	
                35

              


      

       

       

      SCHEDULES

       

      
        
          
            	
                    Schedule
      1.01

                  	
                    -

                  	
                    Lending
      Office

                  
	
                    Schedule
      5.02(a)

                  	
                    -

                  	
                    Existing
      Liens

                  
	
                    Schedule
      5.02(e)

                  	
                    -

                  	
                    Existing
      Subsidiary Debt

                  


          

          


        

      

      EXHIBITS

       

      
        
          
            	
                    Exhibit A

                  	
                    -

                  	
                    Form of Note

                  
	
                    Exhibit B

                  	
                    -

                  	
                    Form of Assignment and Acceptance

                  
	
                    Exhibit C

                  	
                    -

                  	
                    Form of Borrowing Notice

                  
	
                    Exhibit D

                  	
                    -

                  	
                    Form of Interest Election
  Request

                  


          

        

      

       

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

      CREDIT
AGREEMENT

       

      Dated
as of November 18, 2008

       

      INTERNATIONAL
FLAVORS & FRAGRANCES (JAPAN) LTD., a Japanese corporation (the “Borrower”),
INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (the “Guarantor”),
and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (the “Lender”)
agree as follows:

       

      ARTICLE I


       

      DEFINITIONS
AND ACCOUNTING TERMS

       

      SECTION 1.01.       Certain Defined
Terms.  As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

       

      “Affiliate”
means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or, with
respect to the Borrower, is a director or officer of such Person.  For
purposes of this definition, the term “control” (including the terms
“controlling”, “controlled by” and “under common control with”)
of a Person means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of Voting Stock, by contract or otherwise.

       

      “Agreement” means
this Credit Agreement, as it may be amended from time to time in accordance with
Section 8.01.

       

      “Agreement
Value” means, with respect to any Hedge Agreement at any date of
determination, the amount, if any, that would be payable to any counterparty
thereunder in respect of the “agreement value” under such Hedge Agreement if
such Hedge Agreement were terminated on such date, calculated as provided in the
International Swap Dealers Association, Inc. Code of Standard Wording,
Assumptions and Provisions for Swaps, 1986 Edition.

       

      “Applicable
Margin” means as of any date, a percentage per annum determined by
reference to the Public Debt Rating in effect on such date as set forth
below:

       

      
        
          	
                  Public
      Debt Rating S&P/Moody’s

                	
                  Applicable
      Margin

                
	
                  Level
      1

                  A-/A3
      or above

                	
                  1.00%

                
	
                  Level
      2

                  BBB+/Baa1

                	
                  1.375%

                
	
                  Level
      3

                  BBB/Baa2

                	
                  1.75%

                
	
                  Level
      4

                  BBB-/Baa3

                	
                  2.00%

                
	
                  Level
      5

                  lower
      than Level 4

                	
                  2.50%

                


        

         

      

      From and after the first anniversary of the Effective Date to the
Termination Date, the percentage per annum set forth opposite each Level of the
Public Debt Rating shall be increased by adding 0.50% thereto.  If the
Public Debt Rating shall be changed, the change in the Applicable Margin arising
as a result of such change shall be effective as of the first day of the
immediately succeeding Interest Period following the date on which any change in
rating established by S&P or Moody’s or both giving rise to such change in
the Public Debt Rating is first announced publicly by the relevant rating agency
making such change.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Assignment and
Acceptance” means an assignment and acceptance entered into by the Lender
and an Eligible Assignee, and, if applicable, the Borrower, in substantially the
form of Exhibit B hereto.

       

      “Authorization”
means an authorization, consent, approval, resolution, licensee exemption,
filing or registration (including, without limitation, the Environmental
Permits).

       

      “Borrower”
has the meaning specified in the recital of parties to this
Agreement.

       

      “Borrower’s
Account” means the account of the Borrower as specified in writing by the
Borrower to the Lender.

       

      “Business
Day” means a day of the year on which banks are not required or
authorized by law to close in New York, New York or Tokyo, Japan and on
which dealings are carried on in the Tokyo interbank market.

       

      “Capitalized
Leases” means all leases that are or should be, in accordance with GAAP,
recorded as capitalized leases.  The amount of any obligation in
respect of a Capitalized Lease shall be the capitalized amount thereof
determined in accordance with GAAP.

       

      “Cash”
means at any time, in respect of any member of the Group, cash as defined in the
Audit and Accounting Guides issued by the American Institute of Certified Public
Accountants of the United States of America (as amended from time to time) which
includes as at the date of this Agreement currency on hand, demand deposits with
financial institutions and other similar deposit accounts.

       

      “Cash
Equivalents” means in respect of any member of the Group, cash
equivalents as defined in the Audit and Accounting Guides issued by the American
Institute of Certified Public Accountants of the United States of America (as
amended from time to time) which includes as at the date of this Agreement short
term instruments having not more than three months to final maturity and highly
liquid instruments readily convertible to known amounts of cash

       

      “Change in
Law” means the occurrence, after the date of this Agreement, of any of
the following: (a) the adoption or taking effect of any law, rule, regulation or
treaty, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental
Authority.

       

      “Consolidated”
refers to the consolidation of accounts in accordance with GAAP.

       

      “Credit
Parties” means the Borrower and the Guarantor, and “Credit
Party” means any one of them.

       

      “Default”
means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or
both.

       

      “Disruption
Event” means either or both of:

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      (a)       a
material disruption to those payment or communications systems or to those
financial markets which are, in each case, required to operate in order for
payments to be made in connection with the Loan and the Note (or otherwise in
order for the transactions contemplated by this Agreement and the Note to be
carried out) which disruption is not caused by, and is beyond the control of,
any of the Parties; or

       

      (b)       the
occurrence of any other event which results in a disruption (of a technical or
systems-related nature) to the treasury or payments operations of a Party
preventing that, or any other Party: (i) from performing its payment obligations
under this Agreement or the Note; or (ii) from communicating with other Persons
in accordance with the terms of this Agreement,

       

      (and
which (in either such case)) is not caused by, and is beyond the control of, the
Person whose operations are disrupted.

       

      “EBITDA”
means, for any Relevant Period, net income (or net loss) of the Guarantor and
its consolidated Subsidiaries, plus, to the extent deducted in calculating such
net income (or net loss), 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,

       

      less extraordinary or unusual
gains added in calculating such net income (or net loss), in each case
determined in accordance with GAAP for such Relevant Period.

       

      “Effective
Date” has the meaning specified in Section 3.01.

       

      “Eligible
Assignee” means (a) an Affiliate of the Lender or (b) with the
approval of the Borrower (such approval not to be unreasonably withheld or
delayed), unless an Event of Default has occurred and is continuing (in which
case the approval of the Borrower shall not be required), any
Person.

       

      “Environmental
Action” means any suit, demand, demand letter, claim, notice of
noncompliance or violation, notice of liability or potential liability,
proceeding, consent order or consent agreement relating in any way to any
Environmental Law, any Environmental Permit or any Hazardous Materials or
arising from alleged injury or threat of injury to health, safety or the
environment, including, without limitation, (a) by any Governmental
Authority for enforcement, cleanup, removal, response, remedial or other actions
or damages and (b) by any Governmental Authority or any other third party
for damages, contribution, indemnification, cost recovery, compensation or
injunctive relief.

       

      “Environmental
Law” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial determination
relating to pollution or to protection of the environment, health, safety or
natural resources, including, without limitation, those relating to the use,
handling, transportation, treatment, storage, disposal, release or discharge of
hazardous or toxic materials.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      “Environmental
Permit” means any permit, license or other authorization required under
any Environmental Law.

       

      “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated and rulings issued
thereunder.

       

      “ERISA
Affiliate” means any trade or business (whether or not incorporated)
that, together with the Borrower, is treated as a single employer within the
meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code, or
solely for purposes of Section 302 of ERISA and Section 412 of the Internal
Revenue Code, is treated as a single employer under Section 414 of the Internal
Revenue Code.

       

      “ERISA
Event” means (a) the occurrence of a reportable event, within the
meaning of Section 4043(c) of ERISA, with respect to any Plan unless the
30-day notice requirement with respect to such event has been waived by the
PBGC; (b) the application for a minimum funding waiver with respect to a
Plan pursuant to Section 412 of the Internal Revenue Code or Section 302(c) of
ERISA; (c) the provision by the administrator of any Plan of a notice of
intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to in
Section 4041(e) of ERISA); (d) the cessation of operations at a
facility of the Borrower or any ERISA Affiliate in the circumstances described
in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any
ERISA Affiliate from a Multiple Employer Plan during a plan year for which it
was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
(f) the imposition of a lien under Section 302(f) of ERISA with
respect to any Plan; (g) the adoption of an amendment to a Plan requiring
the provision of security to such Plan pursuant to Section 307(a) of ERISA;
or (h) the institution by the PBGC of proceedings to terminate a Plan
pursuant to Section 4042(a) of ERISA, or the appointment of a trustee to
administer a Plan pursuant to Section 4042(b) of ERISA.

       

      “Events of
Default” has the meaning specified in Section 6.01.

       

      “Exchange
Rate” means, with respect to any currency other than Dollars, on any date
of determination, the rate at which such currency may be exchanged into Dollars,
as set forth at approximately 11:00 a.m. (New York time) on such day on the
Bloomberg Key Cross Currency Rates Page for such currency (or on any successor
or substitute page provided by Bloomberg, or any successor to or substitute for
such service, providing rate quotations comparable to those currently provided
on such page).  In the event that such rate cannot be determined in
accordance with the preceding sentence, the “Exchange Rate” shall be determined
based on such other method as may be reasonably specified by the
Lender.

       

      “Existing Credit
Agreement” means that certain Multicurrency Revolving Facility Agreement
dated 23 November 2005 among International Flavors & Fragrances (Luxembourg)
S.A.R.L. and others, as borrowers, the Guarantor, Citigroup Global Markets
Limited and Fortis Bank S.A./N.V., as arrangers, the lenders party thereto,
Citibank International plc, as agent and euro swingline agent, and Citibank,
N.A., as US swingline agent., as amended, supplemented or otherwise modified
from time to time.

       

      “GAAP”
means generally accepted accounting principles in the United States of America,
applied in accordance with the consistency requirements thereof; provided, however, that for purposes of
the provision of financial statements by or in respect of the Borrower and its
consolidated Subsidiaries pursuant to Sections 4.01(e) and 5.01(g)(iii), GAAP
shall mean generally accepted accounting principles in Japan, applied in
accordance with the consistency requirements thereof.

       

      “Governmental
Authority” means any nation or government or any state, province or other
political subdivision thereof, or any governmental, executive, legislative,
judicial, administrative or regulatory agency, department, authority,
instrumentality, commission, board or similar body, whether federal, state,
local or foreign.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      “Group”
means the Guarantor and its Subsidiaries.

       

      “Guarantor”
has the meaning specified in the recital of parties to this
Agreement.

       

      “Hazardous
Materials” means (a) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials,
polychlorinated biphenyls and radon gas and (b) any other chemicals,
materials or substances designated, classified or regulated as hazardous or
toxic or as a pollutant or contaminant under any Environmental Law.

       

      “Hedge
Agreements” means any agreement with respect to any swap, forward, future
or derivative transaction or option or similar agreement involving, or settled
by reference to, one or more interest rates, currencies, debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any combination of the foregoing
transactions.

       

      “Indebtedness”
means, with respect to any Person (without duplication):

       

      (a)       all
indebtedness of such Person for borrowed money;

       

      (b)       all
obligations of such Person for the deferred purchase price of property and
assets or services (other than (i) trade payables incurred in the ordinary
course of such Person’s business and not overdue by more than 60 days, (ii)
deferred compensation and (iii) any purchase price adjustment, earnout or
deferred payment of a similar nature incurred in connection with an acquisition,
until, in the case of this clause (iii), the amount of such adjustment, earnout
or deferred payment is due and payable);

       

      (c)       all
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments;

       

      (d)       all
obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property or assets acquired by
such Person (even though the rights and remedies of the seller or the lender
under such agreement in the event of default are limited to repossession or sale
of such property or assets);

       

      (e)       all
obligations of such Person as lessee under Capitalized Leases;

       

      (f)       all
obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit;

       

      (g)       all
obligations of such Person in respect of Hedge Agreements, valued at the
Agreement Value thereof;

       

      (h)       any
amount raised by the issue of shares redeemable prior to the Termination
Date;

       

      (i)       all
receivables sold (other than any receivables to the extent that they are sold on
a non-recourse basis);

       

      (j)       all
Indebtedness of other Persons referred to in clauses (a) through (i) above
or clause (k) below guaranteed directly or indirectly in any manner by such
Person, or in effect guaranteed directly or indirectly by such Person through an
agreement (i) to pay or purchase such Indebtedness or to advance or supply
funds for the payment or purchase of such Indebtedness, (ii) to purchase,
sell or lease (as lessee or lessor) property or assets, or to purchase or sell
services, primarily for the purpose of enabling the debtor to make payment of
such Indebtedness or to assure the holder of such Indebtedness against loss,
(iii) to supply funds to, or in any other manner to invest in, the debtor
(including any agreement to pay for property, assets or services irrespective of
whether such property or assets are received or such services are rendered) or
(iv) otherwise to assure a creditor against loss; and

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      (k)       all
Indebtedness referred to in clauses (a) through (j) above secured by (or
for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property and assets (including, without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such
Indebtedness.

       

      “Indebtedness for
Borrowed Money” of a Person means all items that, in accordance with
GAAP, would be classified as indebtedness on a consolidated balance sheet of
such Person other than any amounts which would be classified as indebtedness, in
accordance with GAAP, which arise under any Hedge Agreements.

       

      “Indemnified
Party” has the meaning specified in Section 8.04(b).

       

      “Information”
has the meaning specified in Section 8.08.

       

      “Interest
Period” means, initially, the period commencing on the date of the Loan
and ending on the last day of the period designated in Section 2.01 hereto and,
thereafter, each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of the period selected by
the Borrower in a writing delivered to the Lender not later than 11:00 a.m.
(Tokyo time) at least three (3) Business Days prior to the last day of the
current Interest Period.  The duration of each such Interest Period
shall be one, two, three or six months (or such other period as may be agreed to
by the Lender), as the Borrower shall select or as is provided in Section
2.05(d); provided,
however,
that:

       

      (a)       the
Borrower may not select any Interest Period that ends after the scheduled
Termination Date;

       

      (b)       whenever
the last day of any Interest Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period shall be extended to occur on
the next succeeding Business Day; provided, however, that, if such
extension would cause the last day of such Interest Period to occur in the next
succeeding calendar month, the last day of such Interest Period shall occur on
the immediately preceding Business Day; and

       

      (c)       whenever
the first day of any Interest Period occurs on a day of an initial calendar
month for which there is no numerically corresponding day in the calendar month
that succeeds such initial calendar month by the number of months equal to the
number of months in such Interest Period, such Interest Period shall end on the
last Business Day of such succeeding calendar month.

       

      “Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and the rulings issued
thereunder.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      “Lender”
has the meaning specified in the recital of parties to this Agreement and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that shall have ceased to be a party
hereto pursuant to an Assignment and Acceptance.

       

      “Lending
Office” means the office of the Lender specified as its “ Lending Office”
opposite its name on Schedule 1.01 hereto or in the Assignment and
Acceptance pursuant to which it became the Lender, or such other office of the
Lender as the Lender may from time to time specify to the Borrower for such
purpose.

       

      “Lien”
means any lien, security or other charge or encumbrance of any kind, including,
without limitation, the lien or retained security title of a conditional vendor
and any easement, right of way or other encumbrance on title to real property,
but shall not include the interest of a third party in receivables sold by any
Person to such third party on a nonrecourse basis.

       

      “Loan”
means the loan made by the Lender to the Borrower pursuant to Section 2.01
hereof.

       

      “Material Adverse
Change” means any material adverse change in the business, condition
(financial or otherwise) or results of operations of the Guarantor and its
Subsidiaries taken as a whole.

       

      “Material Adverse
Effect” means a material adverse effect on (a) the business, condition
(financial or otherwise) or results of operations of the Guarantor and its
Subsidiaries taken as a whole; (b) the rights and remedies of the Lender under
this Agreement and the Note; or (c) the ability of any Credit Party to perform
its payment obligations under this Agreement or the Note.

       

      “Moody’s”
means Moody’s Investors Service, Inc., or any successor to its rating agency
business.

       

       “Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3)
of ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an
obligation to make contributions, or has within any of the preceding five plan
years made or accrued an obligation to make contributions.

       

      “Multiple Employer
Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
the Borrower or any ERISA Affiliate and at least one Person other than the
Borrower and the ERISA Affiliates or (b) was so maintained and in respect
of which the Borrower or any ERISA Affiliate could have liability under
Section 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.

       

      “Net Debt”
means, at any time, Indebtedness for Borrowed Money at such time of the
Guarantor and its consolidated Subsidiaries, less Cash and Cash Equivalents at
such time owned by the Guarantor and its consolidated Subsidiaries.

       

      “Note”
means a promissory note of the Borrower payable to the order of the Lender, in
substantially the form of Exhibit A hereto, evidencing the aggregate
indebtedness of the Borrower to the Lender resulting from the Loan made by the
Lender.

       

      “Other
Taxes” has the meaning specified in Section 2.10(a).

       

      “PBGC”
means the Pension Benefit Guaranty Corporation, or any successor
thereto.

       

      “Permitted
Liens” means any of the following Liens:

       

      (a)       Liens
under the Existing Credit Agreement and this Agreement and the
Note;

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      (b)       Liens
for taxes, assessments and governmental charges or levies to the extent not
required to be paid under Section 5.01(c);

       

      (c)       Liens
imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and
repairmen’s Liens and other similar Liens arising in the ordinary course of
business securing obligations (other than Indebtedness for borrowed money) that
are not overdue for a period of more than 30 days or are being contested in
compliance with Section 5.01(c);

       

      (d)       pledges
or deposits to secure obligations under workers’ compensation laws, unemployment
insurance or other similar legislation or to secure public or statutory
obligations;

       

      (e)       Liens
securing the performance of, or payment in respect of, bids, tenders, government
and trade contracts (other than for the repayment of Indebtedness for borrowed
money), leases (in the form of security deposits), surety and appeal bonds,
performance bonds and other obligations of a similar nature incurred in the
ordinary course of business;

       

      (f)       easements,
zoning restrictions, rights of way and other encumbrances on title to real
property that do not render title to the real property encumbered thereby
unmarketable or materially adversely affect the use of such real property for
its present purposes;

       

      (g)       any
netting or set-off arrangement entered into by any member of the Group in the
ordinary course of its banking arrangements for the purpose of netting debit and
credit balances of members of the Group;

       

      (h)       any
Lien arising solely by virtue of the maintenance of a bank account by any member
of the Group in the ordinary course of business pursuant to the general terms
and conditions of the bank with which such account is held;

       

      (i)       any
lien arising by operation of law and in the ordinary course of
trading;

       

      (j)       judgment
liens in respect of judgments that do not constitute an Event of Default under
Section 6.01(f);  and

       

      (k)       Liens
arising by virtue of Uniform Commercial Code financing statement filings (or
similar filings under applicable law) regarding operating leases entered into by
the Guarantor and the Subsidiaries in the ordinary course of
business.

       

       “Person”
means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture, limited
liability company or other entity, or a government or any political subdivision
or agency thereof.

       

      “Plan”
means a Single Employer Plan or a Multiple Employer Plan.

       

      “Public Debt
Rating” means the rating that has been most recently announced by either
S&P or Moody’s or both as the case may be with respect to senior, unsecured,
long-term indebtedness for borrowed money of the Guarantor that is not
guaranteed by any other Person or subject to any other credit
enhancement.  For purposes of the foregoing:

       

      (a)       if
only one of S&P and Moody’s shall have in effect a Public Debt Rating, the
Applicable Margin shall be determined by reference to the available
rating;

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      (b)       if
neither S&P nor Moody’s shall have in effect a Public Debt Rating, the
Applicable Margin shall be set in accordance with Level 5 under the definition
of “Applicable Margin”;

       

      (c)       if
the ratings established by S&P and Moody’s shall fall within different
Levels, the Applicable Margin shall be based upon the higher rating which
applies; and

       

      (d)       if
S&P or Moody’s shall change the basis on which ratings are established, or
if either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Borrower and the Lender shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Margin shall be determined by reference to
the rating most recently in effect prior to such change or
cessation.

       

      “Reacquisition and
Sale Leaseback” has the meaning specified in
Section.5.02(f).

       

      “Relevant
Period” means each period of twelve months ending on the last day of the
Guarantor’s fiscal year and each period of twelve months ending on the last day
of each of the first three quarters of the Guarantor’s fiscal year.

       

      “Responsible
Officer” means the Chief Executive Officer, the Chief Financial Officer,
the Treasurer or the General Counsel of the applicable Credit Party (or other
executive officers of such Credit Party performing similar functions) or any
other officer of any member of the Group responsible for overseeing or reviewing
compliance with this Agreement and the Note.

       

      “S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc., or any successor to its rating agency business.

       

      “Single Employer
Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
the Borrower or any ERISA Affiliate and no Person other than the Borrower and
the ERISA Affiliates or (b) was so maintained and in respect of which the
Borrower or any ERISA Affiliate could have liability under Section 4069 of
ERISA in the event such plan has been or were to be terminated.

       

      “Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50%
of

       

      (a)       the
issued and outstanding shares of capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of
whether at the time shares of capital stock of any other class or classes of
such corporation shall or might have voting power upon the occurrence of any
contingency),

       

      (b)       the
interest in the capital or profits of such limited liability company,
partnership or joint venture, or

       

      (c)       the
beneficial interest in such trust or estate,

       

      is at the
time, directly or indirectly, owned or controlled by such Person, by such Person
and one or more of its other Subsidiaries or by one or more of such Person’s
other Subsidiaries.

       

      “Taxes” has
the meaning specified in Section 2.10(a).

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      “Termination
Date” means the third anniversary of the Effective Date.

       

      “TIBO Rate”
means, with respect to any Interest Period, the rate per annum shown on Reuters
screen “Page 58143” (or on any successor or substitute screen provided by
Reuters, or any successor to or substitute for such service, providing rate
quotations comparable to those currently provided on such screen) at
approximately 11:00 a.m. (Tokyo time) two Business Days prior to the
commencement of such Interest Period as the rate at which deposits in Yen for
delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Loan being made or continued and with a term
equivalent to such Interest Period would be offered by the Lender in the Tokyo
interbank market.

       

      “US
Dollars” and the “$” sign
each mean the lawful money of the United States of America.

       

      “Voting
Stock” means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even if the right so to
vote has been suspended by the happening of such a contingency.

       

      “Yen” or
“¥”
means the lawful money of Japan.

       

      “Yen Notes”
means 2.400% Guaranteed Senior Notes, Series A, due November 21, 2008, issued by
the Borrower pursuant to a Note Purchase Agreement dated as of November 19,
2001.

       

      SECTION 1.02.       Computation of Time
Periods.  In this Agreement in the computation of periods of
time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but
excluding”.

       

      SECTION 1.03.       GAAP.  Except
as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP as in effect from time to
time; provided that, if
any Credit Party, by notice to the Lender, shall request an amendment to any
provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof on the operation of such provision
(or if the Lender, by notice to the Borrower, shall request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith (it being understood that the consent of any party to this Agreement to
any such amendment shall be in its reasonable discretion).

       

      SECTION 1.04.       Foreign Currency
Calculations.  For purposes of any determination under any
provision of Article V or VI of this Agreement stated in Dollars, all amounts
stated in a currency other than Dollars shall be translated into Dollars at the
Exchange Rate in effect on or about the date of the determination
thereof;  provided, however, that,
notwithstanding anything to the contrary set forth herein, no Default or Event
of Default shall arise or be deemed to have occurred hereunder as a result of
any failure by any Credit Party or any of its Subsidiaries to comply with any of
the provisions of Section 5.02(a), 5.02(e) or 5.02(f)  in respect of
any Indebtedness, Lien or Reacquisition Sale and Leaseback, as the case may be,
solely as a result of changes in the Exchange Rate subsequent to the date on
which such Indebtedness or Reacquisition Sale and Leaseback was incurred, or
such Lien was created.

       

       

      
        
          
          

        

        
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      ARTICLE II


       

      TERMS
OF THE LOAN

       

      SECTION 2.01.       The
Loan.  The Lender agrees, on the terms and conditions
hereinafter set forth, to make a Loan to the Borrower on the Effective Date in
the principal amount of up to ¥13,500,000,000.  The initial Interest
Period for the Loan shall be 3 months.

       

      SECTION 2.02.       Making the
Loan.  Upon fulfillment of the applicable conditions set forth
in Article III, the Lender will make the Loan available to the Borrower at
the applicable Borrower’s Account or at such other address and account number of
the Borrower as is reasonably acceptable to the Lender and as the Borrower shall
have specified in writing to the Lender.

       

      SECTION 2.03.       Repayment of the
Loan.  The Borrower shall repay any outstanding principal
amount of the Loan, together with accrued and unpaid interest thereon, on the
Termination Date.  Amounts repaid may not be reborrowed.

       

      SECTION 2.04.       Interest on the
Loan.  (a)  Scheduled
Interest.  The Borrower shall pay interest on the unpaid
principal amount of the Loan from the date of the Loan until such principal
amount shall be paid in full, at a rate per annum equal, for each
Interest Period, to the sum of the TIBO Rate for such Interest Period plus the Applicable Margin,
payable in arrears on the last day of such Interest Period, except in the case
of an Interest Period of more than three months’ duration, in which case
interest shall be payable in arrears on such day or days prior to the last day
of such Interest Period as shall occur at intervals of three months’ duration
after the first day of such Interest Period.

       

      (b)       Default
Interest.  Upon the occurrence and during the continuance of an
Event of Default under Section 6.01(a)(i), a Default under Section 6.01(a)(ii)
or an Event of Default under Section 6.01(c)(i) with respect to a breach of
Section 5.03 the Borrower shall pay interest on:

       

      (i)       the
unpaid principal amount of the Loan, payable in arrears on the dates referred to
in Section 2.04(a), at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid on the Loan pursuant to
Section 2.04(a); and

       

      (ii)       to
the fullest extent permitted by applicable law, the amount of any interest, fees
or other amounts owing by the Borrower to the Lender under this Agreement or the
Note that is not paid when due, from the date such amount shall be due until
such amount shall be paid in full, payable in arrears on the date such amount
shall be paid in full and on demand, at a rate per annum equal at all times to
2% per annum above the rate per annum required to be paid pursuant to
Section 2.04(a) (but assuming an Interest Period equal to one (1)
day).

       

      SECTION 2.05.       Interest Rate Determination,
Interest Elections.  (a)  The Lender shall give
prompt notice to the Borrower of the applicable interest rate determined by the
Lender for purposes of Section 2.04(a).

       

      (b)       If,
prior to the commencement of any Interest Period, the Lender notifies the
Borrower that the TIBO Rate for such Interest Period will not adequately reflect
the cost to the Lender of making or maintaining the Loan for such Interest
Period, the interest rate applicable to the Loan for such Interest Period shall
be equal to the Lender’s cost of funds therefor plus the Applicable Margin until
the Lender shall notify the Borrower that the circumstances causing such
suspension no longer exist (with the Lender agreeing to give such notice without
delay).

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      (c)       The
Loan shall have an initial Interest Period as provided in
Section 2.01.  Thereafter, the Borrower may elect different
Interest Periods with respect to the Loan.  To make an election
pursuant to this paragraph, the Borrower shall notify the Lender of such
election in writing no later than the time specified in the definition of
“Interest Period” and as specified in the form of Exhibit D (an “Interest Election
Request”).  Each such Interest Election Request shall be
irrevocable and shall specify the following information:

       

      (i)       the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day; and

       

      (ii)      the
Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest
Period”.

       

      (d)       If
the Borrower shall fail to select the duration of any Interest Period in
accordance with paragraph (c) above with respect to the Loan prior to the end of
the Interest Period then applicable thereto, the following Interest Period with
respect to the Loan shall be deemed to be equal to one month.

       

      SECTION 2.06.       Optional Prepayments of the
Loan.  The Borrower may, at any time and from time to time upon
at least three Business Days’ notice to the Lender received not later than 2:00
P.M. (Tokyo time), stating the proposed date and aggregate principal amount of
the prepayment, prepay the Loan in whole or in part, and if such notice is given
the Borrower shall prepay the designated outstanding principal amount of the
Loan, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided, however, that each partial
prepayment shall be in an aggregate amount of not less than ¥500,000,000 and the
Borrower shall be obligated to reimburse the Lender in respect thereof pursuant
to Section 8.04(c).

       

      SECTION 2.07.       Increased
Costs.  (a)  If any Change in Law shall (i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended by, the Lender, or (ii) impose on the Lender
any other condition, cost or expense affecting this Agreement or the Loan and
the result of any of the foregoing shall be to increase the cost to the Lender
of making or maintaining the Loan or to reduce the amount of any sum received or
receivable by the Lender hereunder (whether of principal, interest or otherwise)
(other than any such increased costs or reduced amounts with respect to Taxes,
as to which Section 2.10 shall be solely applicable)  then, from time
to time upon request of the Lender, the Borrower will pay to
the  Lender such additional amount or amounts as will compensate the
Lender for such additional costs or expenses incurred or reduction
suffered.

       

      (b)       If
the Lender determines that any Change in Law regarding capital requirements has
had or would have the effect of reducing the rate of return on its capital as a
consequence of this Agreement or the Loan to a level below that which the Lender
could have achieved but for such Change in Law (taking into consideration the
Lender’s policies with respect to capital adequacy), then, from time to time
upon request of the Lender, the Borrower will pay to the Lender such additional
amount or amounts as will compensate the Lender for any such reduction
suffered.

       

      (c)       The
Lender agrees to use, prior to requesting any compensation pursuant to this
Section 2.07, its reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions) to designate a different Lending Office if
the making of such designation would avoid the need for, or reduce the amount
of, such additional cost or expense or reduction suffered, would not subject the
Lender to any unreimbursed cost or expense and would not, in the reasonable
judgment of the Lender, be otherwise disadvantageous to the Lender. A
certificate of the Lender setting forth the amount or amounts necessary to
compensate the Lender as specified in paragraph (a) or (b) of this Section
shall be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay the Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      (d)       Failure
or delay on the part of the Lender to demand compensation pursuant to this
Section 2.07 shall not constitute a waiver of the Lender’s right to demand such
compensation; provided that the
Borrower shall not be required to compensate the Lender pursuant to this Section
2.07 for any increased costs or expenses incurred or reductions suffered more
than 180 days prior to the date that the Lender notifies the Borrower of the
Change in Law giving rise to such increased costs or expenses or reductions and
of the Lender’s intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or expenses or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.

       

      SECTION 2.08.       Illegality.  Notwithstanding
any other provision of this Agreement, if the Lender shall notify the Borrower
that the introduction of or any change in or in the interpretation of any law,
rule or regulation makes it unlawful, or any central bank or other Governmental
Authority asserts that it is unlawful, for the Lender or its Lending Office to
fund or maintain the Loan, the Loan will automatically, on the last day of
the Interest Period then in effect therefor if permitted by applicable law or
otherwise upon demand, convert into a loan that bears interest at a rate equal
to the Lender’s cost of funds plus the Applicable Margin until the Lender shall
notify the Borrower that the circumstances causing such suspension no longer
exist; provided, however, that before making
any such demand, the Lender agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to designate a
different Lending Office if the making of such a designation would allow the
Lender or its Lending Office to continue to fund or maintain the Loan and would
not, in the reasonable judgment of the Lender, be otherwise disadvantageous to
the Lender.

       

      SECTION 2.09.       Payments and
Computations.  (a)  The Borrower shall make each
payment required to be made by it hereunder and under the Note with respect to
the principal of, or interest on, the Loan not later than 11:00 A.M. (Tokyo
time) on the day when due in Yen to the Lender for the account of its Lending
Office in same day funds, to be applied in accordance with the terms of this
Agreement.  Upon its receipt of an Assignment and Acceptance, from and
after the effective date specified in such Assignment and Acceptance, the
Borrower shall make all payments hereunder and under the Note in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between
themselves.

       

      (b)       All
computations of interest that are based on the TIBO Rate shall be made by the
Lender on the basis of a year of 365 days, in each case for the actual number of
days (including the first day but excluding the last day) occurring in the
period for which such interest is payable.  Each determination by the
Lender of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error.

       

      (c)       Whenever
any payment hereunder or under the Note shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of payment of interest; provided, however, that, if such
extension would cause payment of interest on or principal of the Loan to be made
in the next following calendar month, such payment shall be made on the
immediately preceding Business Day.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      SECTION 2.10.       Taxes.  (a)  Any
and all payments by the Borrower hereunder or under the Note shall be made free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, duties, deductions, withholdings, assessments, fees or other
charges imposed by any Governmental Authority, including any interest, additions
to tax or penalties applicable thereto (collectively, “Indemnified
Taxes”) or any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies that arise from
any payment made hereunder or under the Note or from the execution, delivery or
registration of, performance under, or otherwise with respect to, this Agreement
or the Note (hereinafter referred to as “Other
Taxes” and Indemnified Taxes and Other Taxes being hereinafter referred
to as “Taxes”),
excluding, in the case
of the Lender, (i) taxes imposed on its overall net income and franchise taxes
imposed on it by the jurisdiction under the laws of which the Lender is
organized or any political subdivision thereof, (ii) taxes imposed on its
overall net income and franchise taxes imposed on it by the jurisdiction of the
Lending Office or any political subdivision thereof, and (iii) in the case of
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located (a “Foreign
Lender”), any withholding tax that is in effect and would apply to
amounts payable to such Foreign Lender (including any assignee pursuant to
Section 8.07) at the time such Foreign Lender becomes a party to this Agreement
(or designates a new Lending Office) or is attributable to such Foreign Lender’s
failure to comply with Section 2.10(e) (the items in paragraphs (i) through
(iii) of this Section 2.10(a) being hereinafter referred to as “Excluded
Taxes”).  The Lender shall, within a reasonable period of time
upon becoming aware that the Borrower must deduct any Taxes from or in respect
of any sum paid or payable hereunder or under the Note to the Lender (or upon
becoming aware that there is a change in the rate or the basis of such
deduction), use commercially reasonable efforts to notify the Borrower; provided, however, that the failure to
do so shall not relieve the Borrower of its obligations under this Section
2.10(a).  If the Borrower shall be required by applicable law to
deduct any Taxes from or in respect of any sum paid or payable hereunder or
under the Note to the Lender, (i) the sum payable by the Borrower shall be
increased by the Borrower as may be necessary so that, after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.10), the Lender receives an amount equal to the sum it would
have received had no such deductions been made (for example, and without
limitation, if the sum paid or payable hereunder from or in respect of which the
Borrower shall be required to deduct any Taxes is interest, the interest payable
by the Borrower shall be increased by the Borrower as may be necessary so that,
after making all required deductions (including deductions applicable to
additional interest), the Lender receives interest equal to the interest it
would have received had no such deduction been made), (ii) the Borrower
shall make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other Governmental Authority in
accordance with applicable law.

       

      (b)       In
addition, without limiting the provisions of Section 2.10(a), the Borrower
agrees to timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.

       

      (c)       The
Borrower shall indemnify the Lender for the full amount of Taxes (including,
without limitation, any taxes imposed by any jurisdiction on amounts payable
under this Section 2.10) imposed on or paid by the Lender and any liability
(including penalties, interest and reasonable expenses) arising therefrom or
with respect thereto.  This indemnification shall be made within 30
days from the date the Lender makes written demand therefor.

       

      (d)       Within
30 days after any payment of Taxes by the Borrower to the appropriate taxing
authority or Governmental Authority, the Borrower shall furnish to the Lender,
at its address referred to in Section 8.02, the original or a certified
copy of a receipt evidencing payment thereof or a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the
Lender.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      (e)       Prior
to claiming additional amounts payable pursuant to Section 2.10(a) or
2.10(c), the Lender shall file any certificate or document reasonably requested
by the Borrower or change the jurisdiction of its Lending Office if the making
of such filing or change would avoid the need for or reduce the amount of any
such additional amounts which may thereafter accrue and would not, in the
reasonable judgment of the Lender, be disadvantageous to the
Lender.  For the avoidance of doubt, any Foreign Lender that is
entitled to an exemption from or reduction of withholding tax under the
jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Borrower, at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payment to be made
without withholding or at a reduced rate.  The Borrower shall promptly
upon request by the Lender take all actions (including, without limitation, the
completion of forms and the provision of information to the appropriate taxing
authorities) reasonably requested by the Lender to secure the benefit of any
exemption from, or relief with respect to, Taxes or Other Taxes in relation to
any amounts payable under this Agreement.

       

      (f)       In
the event that an additional payment is made under Section 2.10(a) or
2.10(c) for the account of the Lender and the Lender, in its sole opinion,
determines that it has received or been granted a credit against or release or
remission for, or repayment of, any tax paid or payable by it in respect of or
calculated with reference to the deduction or withholding giving rise to such
payment, the Lender shall, to the extent that it can do so without prejudice to
the retention of the amount of such credit, relief, remission or repayment, pay
to the Borrower such amount as the Lender shall, in its sole opinion, have
determined to be attributable to such deduction or withholding and as will leave
the Lender (after such payment) in no better or worse position than it would
have been in if the Borrower had not been required to make such deduction or
withholding.  Nothing contained in this Section 2.10 shall
interfere with the right of the Lender to arrange its tax affairs in whatever
manner it deems proper nor oblige the Lender to claim any tax credit or to
disclose any information relating to its tax affairs or any computations in
respect thereof or require the Lender to do anything that would prejudice its
ability to benefit from any other credits, reliefs, remissions or repayments to
which it may be entitled.

       

      SECTION 2.11.       Use of
Proceeds.  The proceeds of the Loan shall be available (and the
Borrower agrees that it shall use such proceeds) (a) to repay the Yen Notes in
full and (b) for general corporate purposes of the Borrower not otherwise
prohibited under the terms of this Agreement.

       

      SECTION 2.12.       Evidence of
Debt.  (a)  The Lender shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of
the Borrower to the Lender resulting from the Loan owing to the Lender from time
to time, including the amounts of principal and interest payable and paid to the
Lender from time to time hereunder in respect of the Loan.  The
Borrower agrees that upon notice by the Lender to the Borrower to the effect
that a Note is required or appropriate in order for the Lender to evidence
(whether for purposes of pledge, enforcement or otherwise) the Loan owing to, or
to be made by, the Lender, the Borrower shall promptly execute and deliver to
the Lender a Note payable to the order of the Lender in a principal amount up to
the aggregate principal amount of the Loan then outstanding.

       

      (b)       Entries
made in good faith by the Lender in its account or accounts pursuant to
subsection (a) above shall be prima facie evidence of the
amount of principal and interest due and payable or to become due and payable
from the Borrower to the Lender under this Agreement, absent manifest error;
provided, however, that the failure of
the Lender to make an entry, or any finding that an entry is incorrect, in such
account or accounts shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.

       

       

      
        
          
          

        

        
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      ARTICLE III

       

      CONDITIONS
PRECEDENT TO EFFECTIVE DATE

       

      SECTION 3.01.       Conditions Precedent to
Effective Date.  The obligation of the Lender under
Section 2.01 to make the Loan referenced therein shall become effective on
and as of the first date (the “Effective
Date”) on which the following conditions precedent have been
satisfied:

       

      (a)       No
event or development shall have occurred or failed to occur, and no action shall
have been taken or failed to have been taken, by or on behalf of any member of
the Group that, either individually or in the aggregate, has had or could
reasonably be expected to have a Material Adverse Effect since December 31,
2007.

       

      (b)       The
“Up-Front Fee” (as such term is defined in the term sheet attached as Exhibit A
to the commitment letter dated October 29, 2008 among the Borrower, the
Guarantor and the Lender) and all other accrued fees and expenses (including,
without limitation, expenses of counsel) of the Lender required to be paid
hereunder shall have been paid.

       

      (c)       On
the Effective Date, the following statements shall be true, and the Lender shall
have received a certificate of the Guarantor, signed by a duly authorized
officer of the Guarantor, dated such date, stating that:

       

      (i)       The
representations and warranties contained in Section 4.01 are correct on and
as of the Effective Date, as though made on and as of such date;
and

       

      (ii)       No
event has occurred and is continuing, or shall occur as a result of the
occurrence of the Effective Date, that constitutes a Default (including, without
limitation, a Default or Event of Default under (and as defined in) the Existing
Credit Agreement).

       

      (d)       The
Lender shall have received on or before the Effective Date each of the
following, dated as of the date hereof or as of the Effective Date and in form
and substance reasonably satisfactory to the Lender:

       

      (i)       Executed
counterparts of this Agreement and the Note signed by the Borrower and the
Guarantor, as applicable.

       

      (ii)      A
certificate of the Secretary or an Assistant Secretary (or person performing
similar functions, which in the case of the Borrower, shall be a representative
director) of each Credit Party certifying (a) appropriate resolutions of
the board of directors (or persons performing similar functions) of such Credit
Party, and/or to the extent required under applicable law or the organizational
documents of such Credit Party, resolutions of the shareholders of such Credit
Party, in each case, authorizing the Loan under this Agreement and the Note or
guaranty thereof, as applicable, and all documents evidencing other necessary
corporate (or equivalent) action and governmental approvals, if any, with
respect to this Agreement and the Note (copies of which shall be attached
thereto), (b) in the case of the Guarantor, copies of the by-laws (or the
equivalent thereof) of such Credit Party (copies of which shall be attached
thereto) and (c) the names, titles and true signatures of the officers of
such Credit Party authorized to sign this Agreement and the Note and the other
documents to be delivered by such Credit
Party  hereunder.

       

       

      
        
          
          

        

        
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      (iii)     A
copy of the charter or articles (or other similar organizational documents) of
such Credit Party, certified (as of a date reasonably near the Effective Date)
as being a true and complete copy thereof by the Secretary of State (or other
appropriate Governmental Authority or, in the case of the Borrower, by a
representative director of the Borrower) of the jurisdiction of organization of
such Credit Party or, if such certificate is not provided in the jurisdiction of
organization of such Credit Party, certified (as of the Effective Date) as being
a true and complete copy thereof by a duly authorized officer of such Credit
Party.

       

      (iv)      A
copy of a certificate of the Secretary of State (or other appropriate
Governmental Authority) of the jurisdiction of organization of the Guarantor,
dated as of a date reasonably near the Effective Date, certifying that such
Credit Party is duly organized and, in the case of the Guarantor, in good
standing (or the equivalent thereof) under the laws of the jurisdiction of its
organization or, in the case of the Borrower, a copy of the commercial register
of the Borrower filed with the Legal Affairs Bureau.

       

      (v)       A
favorable opinion of (x) Cravath, Swaine & Moore LLP, special counsel
for the Credit Parties, (y) Kamiyacho International Law Office, Japanese
counsel for the Borrower, and (z) Jodie Simon Friedman, Deputy General Counsel
of the Guarantor, in each case in form and substance reasonably satisfactory to
the Lender.

       

      (vi)      A
solvency certificate from the Guarantor in form and substance reasonably
satisfactory to the Lender.

       

      (vii)     A
borrowing notice in substantially the form of Exhibit C hereto.

       

      ARTICLE IV


       

      REPRESENTATIONS
AND WARRANTIES

       

      SECTION 4.01.       Representations and
Warranties of the Credit Parties.  Each Credit Party represents
and warrants as of the date hereof and as of the Effective Date as follows (in
each case as to itself and its Subsidiaries):

       

      (a)       The
Credit Parties (i) are Persons duly organized, validly existing and (to the
extent such concept is applicable in such jurisdiction) in good standing under
the laws of the jurisdictions of their respective organization, (ii) are
duly qualified and in good standing (to the extent such concept is applicable in
such jurisdiction) as foreign corporations (or the equivalent thereof) in each
other jurisdiction in which such qualification is required by law, except where
the failure to so qualify or be licensed, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect,
and (iii) have all corporate power and authority to own or lease and
operate their properties and to carry on their respective businesses as now
conducted and as proposed to be conducted.

       

      (b)       The
execution, delivery and performance by each Credit Party of this Agreement and
the Note, and the consummation of the transactions contemplated hereby or
thereby, are within such Credit Party’s corporate powers, have been duly
authorized by all necessary corporate action, and do not contravene
(i) such Credit Party’s charter or by-laws (or similar organizational
documents), (ii) any law, statute, rule or regulation or any order, writ,
judgment, injunction, decree, determination or award applicable to the Guarantor
or any of its Subsidiaries or any of their properties or assets or
(iii) any material contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting such Credit Party
(other than the Yen Notes) or any of its properties or assets.

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

      (c)       No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority is required for the due execution, delivery and
performance by the Credit Parties of this Agreement or the Note, or for the
consummation of any of the transactions contemplated hereby or thereby, except
(i) as have been obtained or made and are in full force and effect, (ii) as may
be required because of the legal and regulatory status of the Lender or because
of any other facts specifically pertaining to the Lender and (iii) filing of
reports under the Foreign Exchange and Foreign Trade Law of Japan which may be
required for certain payment of money made by a Credit Party pursuant to this
Agreement and the Note to a non-resident Eligible Assignee.

       

      (d)       This
Agreement has been, and the Note when delivered hereunder will have been, duly
executed and delivered by each Credit Party in the case of this Agreement and by
the Borrower in the case of the Note.  This Agreement is, and the Note
when delivered hereunder will be, the legal, valid and binding obligation of
each Credit Party in the case of this Agreement and of the Borrower in the case
of the Note, enforceable against such Credit Party in accordance with their
respective terms, except to the extent that the enforceability thereof may be
limited by the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws now or hereafter in effect relating to or affecting
creditors’ rights generally or by general principles of equity or similar
principles under Japanese practice.

       

      (e)       The
Consolidated balance sheet of (i) the Guarantor and its Subsidiaries and (ii)
the Borrower and its Subsidiaries, each as at December 31, 2007, and the related
Consolidated statements of income and cash flows of (i) the Guarantor and its
Subsidiaries and (ii) the Borrower and its Subsidiaries, each for the fiscal
year then ended, accompanied by an opinion of the Guarantor’s auditors, copies
of which have been furnished to each Lender, fairly present in all material
respects the Consolidated financial condition of the Guarantor and its
Subsidiaries and the Borrower and its Subsidiaries, as applicable, each as at
such date and the Consolidated results of the operations of the Guarantor and
its Subsidiaries for the period ended on such date, all in accordance with GAAP
consistently applied. Since December 31, 2007, there has been no Material
Adverse Change.

       

      (f)       All
written information and reports furnished by or on behalf of the Credit Parties
to the Lender in connection with the negotiation of, or pursuant to the terms
of, this Agreement, taken as a whole, did not or will not, at the time
furnished, contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained therein not misleading,
in light of the circumstances under which any such statements were
made.

       

      (g)       There
is no pending or, to the knowledge of the Credit Parties, threatened action,
suit, investigation, litigation or proceeding, including, without limitation,
any Environmental Action, affecting any member of the Group before any court,
governmental agency or arbitrator that (a) could be reasonably likely to have a
Material Adverse Effect or (b) purports to affect the legality, validity or
enforceability of this Agreement or the consummation of the transactions
contemplated hereby.

       

      (h)       The
Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying “margin stock” (within the meaning of Regulation U
of the Board of Governors of the Federal Reserve System), and no proceeds of the
Loan will be used to purchase or carry any margin stock or to extend credit to
others for the purpose of purchasing or carrying margin stock.

       

      (i)       No
member of the Group  is an “investment company”, or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment
company” (each as defined in the Investment Borrower Act of 1940, as
amended).

       

       

      
        
          
          

        

        
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      ARTICLE
V


       

      COVENANTS
OF THE BORROWERS

       

      SECTION 5.01.       Affirmative
Covenants.  So long as the Loan shall remain unpaid, each
Credit Party shall:

       

      (a)       Authorization.  Promptly:

       

      (i)       obtain,
comply with and do all that is necessary to maintain in full force and effect;
and

       

      (ii)      upon
request, supply certified copies to the Lender of,

       

      any
Authorization required under any law or regulation of its jurisdiction of
organization to enable it to perform all of its payment and other material
obligations under this Agreement and the Note and to ensure the legality,
validity, enforceability or admissibility in evidence in its jurisdiction of
organization of this Agreement and the Note.

       

      (b)       Compliance with Laws,
Etc.  Comply, and cause each of its Subsidiaries to comply with
all applicable laws, rules, regulations and orders (including without limitation
ERISA and Environmental Laws), except where failure to comply could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.

       

      (c)       Payment of Taxes,
Etc.  Pay and discharge, and cause each of its Subsidiaries to
pay and discharge, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its
property and (ii) all lawful claims that, if unpaid, might by law become a
Lien upon its property and assets; provided, however, that no member of
the Group shall be required to pay or discharge any such tax, assessment,
reassessment, charge, levy or claim (x) that is being contested in good
faith and by proper proceedings and as to which appropriate reserves are being
maintained in accordance with GAAP unless and until, in any of the foregoing
cases, any Lien resulting therefrom attaches to its property and enforcement,
collection, levy or foreclosure proceedings shall have been commenced and remain
unstayed in respect thereof or (y) where failure to do the same could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.

       

      (d)       Maintenance of
Insurance.  Maintain, and cause each of its Subsidiaries to
maintain, insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar properties in the
same general areas in which member of the Group operates; provided, however,
that each member of the Group may self-insure to the same extent as other
companies engaged in similar businesses and owning similar properties in the
same general areas in which such member of the Group operates and to the extent
consistent with prudent business practice.

       

      (e)       Preservation of Existence,
Etc.  Preserve and maintain, and cause each of its Subsidiaries
to preserve and maintain, its corporate existence, rights (charter and
statutory), licenses and franchises (whether arising as a matter of contract or
under applicable law or regulation); provided, however, that any member of
the Group may consummate any transaction otherwise permitted under
Section 5.02(b); and provided further that no member of the
Group shall be required to preserve any right, license or franchise if
(i) management of such member of the Group shall determine in good faith
that the preservation thereof is no longer desirable in the conduct of the
business or the continued operations of such member of the Group, as the case
may be, or (ii) the loss thereof could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse
Effect.

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

       

      (f)       Keeping of
Books.  Keep, and cause each of its Subsidiaries to keep,
proper books of record and account, in which full and correct entries shall be
made of all financial transactions and the assets and business of each Credit
Party and each such Subsidiary in accordance with GAAP.

       

      (g)       Reporting
Requirements.  Furnish to the Lender:

       

      (i)       as
soon as available and in any event within 45 days after the end of each of the
first three quarters of each fiscal year of the Guarantor, (i) the Consolidated
balance sheet of the Guarantor and its Subsidiaries as of the end of such
quarter and Consolidated statements of income and cash flows of the Guarantor
and its Subsidiaries for such quarter and for the period commencing at the end
of the previous fiscal year and ending with the end of such quarter, duly
certified (subject to year-end audit adjustments) by the chief financial officer
of the Guarantor as having been prepared in accordance with GAAP and (ii) a
certificate of the chief financial officer of the Guarantor as to compliance
with the terms of this Agreement and setting forth in reasonable detail the
calculations necessary to demonstrate compliance with Section 5.03, provided
that in the event of any change in GAAP which is then applied in the preparation
of such financial statements, the Guarantor shall also provide, if necessary for
the determination of compliance with Section 5.03, a statement of reconciliation
of such financial statements to GAAP as applied in the preparation of the
financial statements referred to in Section 4.01(e);

       

      (ii)      as
soon as available and in any event within 90 days after the end of each fiscal
year of the Guarantor, a copy of the annual audit report for such year for the
Guarantor and its Subsidiaries, containing the Consolidated balance sheet of the
Guarantor and its Subsidiaries as of the end of such fiscal year and
Consolidated statements of income and cash flows of the Guarantor and its
Subsidiaries for such fiscal year, in each case accompanied by an opinion
(without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) of
PricewaterhouseCoopers LLP or other independent public accountants of recognized
national standing, provided that in the event of any change in GAAP which is
then applied in the preparation of such financial statements, the Guarantor
shall also provide, if necessary for the determination of compliance with
Section 5.03, a statement of reconciliation of such financial statements to GAAP
as applied in the preparation of the financial statements referred to in Section
4.01(e);

       

      (iii)     as
soon as available and in any event within 90 days after the end of each of each
fiscal year of the Borrower, the Consolidated balance sheet of the Borrower and
its Subsidiaries as of the end of such fiscal year and Consolidated statements
of income and cash flows of the Borrower and its Subsidiaries for such fiscal
year, duly certified (subject to year-end audit adjustments) by the chief
financial officer or the lead financial controller of the Borrower as having
been prepared in accordance with GAAP;

       

      (iv)      as
soon as possible and in any event within five days after the occurrence of each
Default continuing on the date of such statement, a statement of a director of
the Borrower setting forth details of such Default and the action that the
relevant Credit Party has taken and proposes to take with respect
thereto;

       

      (v)       promptly
after the sending or filing thereof, copies of all material reports that the
Guarantor sends to any of its shareholders, and copies of all material reports
and material registration statements that any member of the Group files with the
United States Securities and Exchange Commission or any national securities
exchange;

       

       

      
        
          
          

        

        
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      (vi)      promptly
after the commencement thereof, notice of all material actions and proceedings
before any court, governmental agency or arbitrator affecting any Credit Party
or any of its Subsidiaries that could reasonably be expected to result in a
Material Adverse Effect or that in any  manner questions the validity
of this Agreement or the Note;

       

      (vii)     such
other information regarding any of member of the Group as the Lender may from
time to time reasonably request.

       

      Reports
and financial statements required to be delivered by any Credit Party pursuant
to paragraphs (i), (ii) and (v) of this Section 5.01(g) shall be deemed to have
been delivered on the date on which such Credit Party posts such reports, or
reports containing such financial statements, on its website on the Internet at
www.iff.com or
shall be available on the website of the SEC at
http://www.sec.gov.  Information required to be delivered pursuant to
this Section may also be delivered by electronic communications pursuant to
procedures approved by the Lender.

       

      (viii)    Pari
passu.  Ensure that at all times claims of the Lender hereunder
in respect of the Loan and the Guarantee thereof rank at least pari passu in
right of payment with the claims of all other unsecured and unsubordinated
creditors of the Borrower or the Guarantor, as applicable, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to or affecting creditors rights generally and to
general principles of equity or to similar principles under Japanese law and
other than any subordination in right of payment arising from any act of the
Lender.

       

      SECTION 5.02.       Negative
Covenants.  So long as the Loan shall remain unpaid, no Credit
Party shall:

       

      (a)       Liens,
Etc.  Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien on or with respect to any of
its properties and assets, whether now owned or hereafter acquired, or assign as
security, or permit any of its Subsidiaries to assign as security, any right to
receive income therefrom, other than:

       

      (i)       any
Lien on any property or asset of any Credit Party or any Subsidiary existing on
the date hereof and set forth on Schedule 5.02(a); provided that (i) such
Lien shall not apply to any other property or asset of such Credit Party or any
Subsidiary and (ii) such Lien shall secure only those obligations that it
secures on the date hereof;

       

      (ii)      Permitted
Liens;

       

      (iii)     purchase
money Liens upon or in one or more tangible assets acquired or held by any
member of the Group to secure the purchase price of such tangible assets or to
secure Indebtedness incurred solely for the purpose of financing the
acquisition, construction or improvement of such tangible assets; provided, however, that (1) no such
Lien shall extend to or cover any property or assets of any character other than
the tangible assets being acquired, constructed or improved; (2) the
Indebtedness secured thereby does not exceed the cost or fair market value,
whichever is lower, of the property being acquired, constructed or improved on
the date of incurrence thereof and (3) the aggregate principal amount of the
Indebtedness secured by the Liens referred to in this paragraph (iii) shall not
exceed the Dollar Equivalent Amount of US$60,000,000 at any time
outstanding;

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

       

      (iv)      Liens
(1) existing on any property or asset prior to the acquisition thereof by the
Guarantor or any Subsidiary or (2) on property and assets of a Person existing
at the time such Person is merged into or consolidated with the Guarantor or any
Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that any such Liens
were not created in contemplation of such merger, consolidation or acquisition
and do not extend to or cover (a) any property or assets other than the
property and assets of the Person being merged into or consolidated with the
Guarantor or such Subsidiary or being acquired by the Guarantor or such
Subsidiary, as the case may be, or (b) any obligations of any Person other
than those obligations that were secured by such property and assets at the time
of such merger, consolidation or acquisition; and provided further that any
Indebtedness secured by such Liens shall otherwise be permitted under the terms
of this Agreement;

       

      (v)       Liens
not otherwise permitted under this Section 5.02(a), provided that the
aggregate principal amount of the Indebtedness secured by such Liens shall not
exceed $120,000,000 at any time outstanding; and

       

      (vi)      Liens
securing any obligation that extends, renews, replaces or refinances any
obligation secured by any Lien otherwise permitted under any of clauses (i)
through (v) of this Section 5.02(a); provided that (a) no such
Lien shall extend to or cover any property not theretofore subject to the Lien
securing the obligation being extended, renewed, replaced or refinanced and
(b) the grantor of the Lien as obligor for the relevant obligation shall
not change and the principal amount of the obligation secured thereby shall not
increase as a result of extension, renewal, replacement or
refinancing.

       

      (b)       Mergers,
Etc.  Merge or consolidate with or into (or permit any of its
Subsidiaries to do so), or, in the case of the Guarantor, convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of the consolidated assets of the
Guarantor and its Subsidiaries taken as a whole, except that:

       

      (i)       any
Subsidiary of the Guarantor may merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of all or substantially all of its property
and assets to, any other Person so long as, in the case of a merger or
consolidation involving a Person that is a Credit Party, the requirements of
clause (ii) below are satisfied;

       

      (ii)      any
Credit Party may merge or consolidate with any other Person (including, without
limitation, any of its Subsidiaries) so long as such Credit Party is the
surviving entity;

       

      (iii)     the
solvent liquidation or reorganization of any member of the Group which is not a
Credit Party is permitted so long as any payments or assets distributed as a
result of such liquidation or reorganization are distributed to any other member
of the Group; and

       

      (iv)     any
Credit Party may merge or consolidate with any other Person so long as the
surviving entity has the obligations expressed to be assumed by the relevant
Credit Party hereunder and legal opinions in form and content satisfactory to
the Lender have been delivered to it;

       

      provided, in the case of
clauses (ii) and (iv) above, that no Default shall have occurred and be
continuing at the time of such merger, consolidation, conveyance, transfer,
lease or disposition, or shall occur as a result thereof.

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

       

      (c)       Change in Nature of
Business.  Make, or permit any of its Subsidiaries to make, any
material change in the nature of the business of the Guarantor and its
Subsidiaries, taken as a whole, as carried on at the date hereof.

       

      (d)       Accounting
Changes.  Make or permit, or permit any of their Subsidiaries
to make or permit, any change in accounting policies or reporting practices,
except as required or permitted by GAAP.

       

      (e)       Subsidiary
Debt.  Permit any of their respective Subsidiaries to create or
suffer to exist, any Indebtedness other than:

       

      (i)       Indebtedness
of any Subsidiary set forth on Schedule 5.02(e) and any extension, renewal,
replacement or refinancing of such Indebtedness; provided that the aggregate
principal amount of such Indebtedness shall not be increased as a result of such
extension, renewal, replacement or refinancing;

       

      (ii)      
Indebtedness owed to any Credit Party or to a wholly-owned Subsidiary
thereof;

       

      (iii)     
Indebtedness aggregating for all of the Credit Parties’ Subsidiaries not more
than US$800,000,000 at any one time outstanding;

       

      (iv)     
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business;

       

      (v)       Indebtedness
owed pursuant to this Agreement and the Note;

       

      (vi)      Indebtedness
which is effectively subordinated to the payment obligations of the Credit
Parties hereunder on customary terms reasonably satisfactory to the Lender;
and

       

      (vii)     Indebtedness
arising as a result of such Subsidiary entering into a Reacquisition Sale and
Leaseback Transaction provided that the principal obligations of such
Subsidiary, when aggregated with the principal obligations of all other members
of the Group in respect of all other Reacquisition Sale and Leaseback
Transactions entered into after the date hereof, do not exceed
US$50,000,000.

       

      (f)       Sale and
Leaseback.  Dispose of an asset to a Person which is not a
member of the Group on terms that such asset is to be reacquired by a member of
the Group (a “Reacquisition
Sale and Leaseback Transaction”) where the principal obligations of such
Credit Party or Subsidiary, when aggregated with the principal obligations of
all other members of the Group in respect of all other Reacquisition Sale and
Leaseback Transactions entered into after the date hereof, would exceed
US$50,000,000.

       

      SECTION 5.03.       Financial
Covenants.  So long as the Loan shall remain unpaid, the
Guarantor shall maintain a ratio of Net Debt as at the end of any Relevant
Period to EBITDA in respect of such Relevant Period of not more than
3.25:1.

       

       

      
        
          
          

        

        
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      SECTION 5.04.       “Know your customer”
checks.  If:

       

      (a)       the
introduction of or any change in (or in the interpretation, administration or
application of) any law or regulation made after the date of this
Agreement;

       

      (b)       any
change in the status of a Credit Party or the composition of the shareholders of
a Credit Party after the date of this Agreement; or

       

      (c)       a
proposed assignment or transfer by the Lender of any of its rights and
obligations under this Agreement,

       

      obliges
the Lender (or, in the case of paragraph (c) above, any prospective new Lender)
to comply with “know your customer” or similar identification procedures in
circumstances where the necessary information is not already available to it,
each Credit Party shall promptly upon the request of the Lender supply, or
procure the supply of, such documentation and other evidence as is reasonably
requested by the Lender (for itself or, in the case of the event described in
paragraph (c) above, or on behalf of any prospective new Lender) in order for
the Lender or, in the case of the event described in paragraph (iii) above, any
prospective new Lender to carry out and be satisfied it has complied with all
necessary “know your customer” or other similar checks under all applicable laws
and regulations pursuant to the transactions contemplated hereunder and under
the Note.

       

      ARTICLE VI

       

      EVENTS
OF DEFAULT

       

      SECTION 6.01.       Events of
Default.  If any of the following events (“Events of
Default”) shall occur and be continuing:

       

      (a)       the
Borrower shall fail (i) to pay the principal of the Loan when the same
becomes due and payable unless such failure to pay is caused by technical or
administrative error or a Disruption Event and payment is made within three
Business Days of its due date or (ii) to pay any interest on the Loan or to
make any payment of fees or other amounts payable under this Agreement or the
Note within three Business Days after the same becomes due and payable, with due
and payable for purposes of this Section 6.01(a) being whether at the due date
thereof or at a date fixed for prepayment thereof or by acceleration thereof or
otherwise; or

       

      (b)       any
representation or warranty made by any Credit Party in this Agreement or any
certificate or other document delivered pursuant hereto shall prove to have been
incorrect or misleading in any material respect when made; or

       

      (c)       any
Credit Party shall fail to perform or observe (i) any term, covenant or
agreement contained in Section 5.01(e), 5.01(g) (iv) and 5.01(g)(vi),
5.02(a), 5.02(b), 5.02(c) or 5.03 of this Agreement or (ii) any other term,
covenant or agreement contained in this Agreement or the Note if such failure
shall remain unremedied for 30 days after the earlier of (a) the first date
on which a Responsible Officer of such Credit Party knows or has reason to know
of such failure and (b) the date on which written notice thereof shall have
been given to such Credit Party by the Lender; or

       

      (d)       any
Credit Party or any Subsidiary thereof shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against such Credit Party or such
Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the
case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 30
days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or any
substantial part of its property and assets) shall occur; or such Credit Party
or such Subsidiary shall take any action to authorize any of the actions set
forth above in this Section 6.01(d);

       

       

      
        
          
          

        

        
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      provided, however, that no Event of
Default will occur under this Section 6.01(d) if the events or circumstances
referred to above apply only to a member or members of the Group which is or are
not (a) Credit Party(ies) unless:

       

      (1)       the
aggregate amount of the consolidated assets of each member of the Group which is
the subject of any such event or circumstance, when aggregated with the
consolidated assets of each other member of the Group which is the subject of
any such event or circumstance, is equal to or greater than 7.5% of the
consolidated assets of the Group; or

       

      (2)       the
aggregate amount of the consolidated net sales of each member of the Group which
is the subject of any such event or circumstance, when aggregated with the
consolidated net sales of each other member of the Group which is the subject of
any such event or circumstance, is equal to or greater than 7.5% of the
consolidated net sales of the Group.

       

      For the
purposes of paragraphs (1) and (2) above, the consolidated assets and
consolidated net sales of any member of the Group shall be determined by
reference to the most recent fiscal year of the Group and the most recent set of
annual audited accounts of the relevant member of the Group, if any (which, in
the case of the consolidated assets and consolidated net sales of the Group,
shall mean the financial statements referred to in Section 4.01(e) or the most
recent set of financial statements delivered pursuant to 5.01(g), whichever has
been most recently delivered to the Lender hereunder) provided that in the
absence of any such accounts in relation to any member of the Group other than
the Guarantor the figures for consolidated assets and consolidated net sales of
such member of the Group shall be determined by such member of the Group’s
auditors; or

       

      (e)       (i)
any Credit Party or any Subsidiary thereof shall fail to pay any principal of or
premium or interest on any Indebtedness that is outstanding in a principal or
notional amount of at least the higher of US$75,000,000 and EUR60,000,000 in the
aggregate (but excluding Indebtedness outstanding hereunder) of such Credit
Party or such Subsidiary (as the case may be), when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such
Indebtedness; or any other event shall occur or condition shall exist under any
agreement or instrument relating to any such Indebtedness and shall continue
after the applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such Indebtedness; or any such
Indebtedness shall be declared to be due and payable, or required to be prepaid
or redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or
defease such Indebtedness shall be required to be made, in each case prior to
the stated maturity thereof, in each case as a result of the occurrence of an
event of default (however denominated thereunder); or (ii) an Event of Default
(as defined in the Existing Credit Agreement) shall occur.

       

       

      
        
          
          

        

        
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      (f)       one
or more judgments for the payment of money in an aggregate amount in excess of
US$30,000,000 (other than any such judgment covered by insurance to the extent a
claim therefor has been made in writing and liability therefor has not been
denied by the insurer), shall be rendered against the Guarantor, any Subsidiary
or any combination thereof and the same shall remain undischarged for a period
of 10 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or
levy upon any assets of any Credit Party to enforce any such
judgment;

       

      (g)       the
Guarantor shall cease to own, directly or indirectly, the whole of the
outstanding issued share capital of the Borrower; or

       

      (h)       any
Credit Party or any ERISA Affiliate shall incur, or shall be reasonably likely
to incur liability in excess of US$50,000,000 in the aggregate as a result of
one or more of the following:

       

      (i)       the
occurrence of any ERISA Event;

       

      (ii)       the
partial or complete withdrawal of such Credit Party or any such ERISA Affiliate
from a Multiemployer Plan; or

       

      (iii)      the
reorganization or termination of a Multiemployer Plan; or

       

      (i)       At
any time a Credit Party no longer has the legal power to perform its obligations
under this Agreement or the Note or at any time it is or becomes unlawful for a
Credit Party to perform or comply with any or all of its payment and other
material obligations under this Agreement or the Note or any of such obligations
are not or cease to be legal, valid, binding and enforceable; or

       

      (j)       A
Credit Party shall repudiate this Agreement or the Note or shall evidence an
intention to repudiate this Agreement or the Note;

       

      then, and
in any such event, the Lender may, by notice to the Borrower, declare the Loan
and the Note, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Note, all such interest
and all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Credit Parties; provided, however, that in the event of
an Event of Default under Section 6.01(d), the Loan and the Note, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Credit Parties.

       

      ARTICLE VII

       

      GUARANTEE

       

      SECTION 7.01.       The
Guarantee.  The Guarantor hereby guarantees (the “Guarantee”),
as a primary obligor and not as a surety to the Lender and its successors and
assigns, the prompt payment and performance in full when due (whether at stated
maturity, by required prepayment, declaration, demand, by acceleration or
otherwise) of the principal of and interest (including any interest, fees, costs
or charges that would accrue but for the provisions of the Title 11 of the
United States Code or any other applicable bankruptcy or insolvency law in any
other jurisdiction after any bankruptcy or insolvency petition under Title 11 of
the United States Code or such other legislation) on the Loan made by the Lender
to, and the Note held by the Lender of, the Borrower, and all other obligations
from time to time owing to the Lender by the Borrower under this Agreement and
the Note, in each case strictly in accordance with the terms hereof (such
obligations being herein collectively called the “Guaranteed
Obligations”).  The Guarantor hereby agrees that if Borrower
shall fail to pay or perform in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, the Guarantor will
promptly pay the same in cash or perform, as applicable, without any demand or
notice whatsoever, and that in the case of any extension of time of payment or
renewal of any of the Guaranteed Obligations, the same will be promptly paid in
full or performed, as applicable, when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or
renewal.

       

       

      
        
          
          

        

        
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      SECTION 7.02.       Obligations
Unconditional.  The obligations of the Guarantor under Section
7.01 shall constitute a guaranty of payment and performance and not of
collectibility, and to the fullest extent permitted by applicable law, are
absolute, irrevocable and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of the Guaranteed Obligations of the
Borrower under this Agreement or the Note or any other agreement or instrument
referred to herein or therein, or any substitution, release or exchange of any
other guarantee of or security for any of the Guaranteed Obligations, and,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor
(except for payment in full).  Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Guarantor hereunder which shall
remain absolute, irrevocable and unconditional under any and all circumstances
as described above:

       

      (a)       at
any time or from time to time, without notice to the Guarantor, the time for any
performance of or compliance with any of the Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived;

       

      (b)       any
of the acts mentioned in any of the provisions of this Agreement or the Note or
any other agreement or instrument referred to herein or therein shall be done or
omitted; or

       

      (c)       the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of
the Guaranteed Obligations shall be amended in any respect, or any right
hereunder, under the Note or any other agreement or instrument referred to
herein or therein shall be amended or waived in any respect or any other
guarantee of any of the Guaranteed Obligations or any security therefor shall be
released or exchanged in whole or in part or otherwise dealt with.

       

      The
Guarantor hereby expressly waives diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Lender exhaust
any right, power or remedy or proceed against the Borrower under this Agreement
or the Note or any other agreement or instrument referred to herein or therein,
or against any other person under any other guarantee of, or security for, any
of the Guaranteed Obligations.  The Guarantor waives any and all
notice of the creation, renewal, extension, waiver, termination or accrual of
any of the Guaranteed Obligations and notice of or proof of reliance by the
Lender upon this Guarantee or acceptance of this Guarantee, and the Guaranteed
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred in reliance upon this Guarantee, and all dealings between
the Borrower and the Lender shall likewise be conclusively presumed to have been
had or consummated in reliance upon this Guarantee.  This Guarantee
shall be construed as a continuing, absolute, irrevocable and unconditional
guarantee of payment without regard to any right of offset with respect to the
Guaranteed Obligations at any time or from time to time held by the Lender, and
the obligations and liabilities of the Guarantor hereunder shall not be
conditioned or contingent upon the pursuit by the Lender or any other person at
any time of any right or remedy against the Borrower or against any other person
which may be or become liable in respect of all or any part of the Guaranteed
Obligations or against any collateral security or guarantee therefor or right of
offset with respect thereto.  This Guarantee shall remain in full
force and effect and be binding in accordance with and to the extent of its
terms upon the Guarantor and the successors and assigns thereof, and shall inure
to the benefit of the Lender, and its successors and assigns.

       

       

      
        
          
          

        

        
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      SECTION 7.03.       Reinstatement.  The
obligations of the Guarantor under this Article VII shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf
of the Borrower in respect of the Guaranteed Obligations is rescinded or must be
otherwise restored by any holder of any of the Guaranteed Obligations, whether
as a result of any proceedings in bankruptcy or reorganization or
otherwise.

       

      SECTION 7.04.       Subrogation;
Subordination.  The Guarantor hereby agrees that until the
indefeasible payment and satisfaction in full in cash of all Guaranteed
Obligations it shall waive any claim and shall not exercise any right or remedy,
direct or indirect, arising by reason of any performance by it of its guarantee
in Section 7.01, whether by subrogation or otherwise, against the
Borrower..

       

      SECTION 7.05.       Remedies.  The
Guarantor agrees that, as between the Guarantor and the Lender, the obligations
of the Borrower under this Agreement and the Note may be declared to be
forthwith due and payable as provided in Article VI (and shall be deemed to have
become automatically due and payable in the circumstances provided in such
Article VI) for purposes of Section 7.01, notwithstanding any stay, injunction
or other prohibition preventing such declaration (or such obligations from
becoming automatically due and payable) as against the Borrower and that, in the
event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and payable
by the Borrower) shall forthwith become due and payable by the Guarantor for
purposes of Section 7.01.

       

      SECTION 7.06.       Continuing
Guarantee.  The guarantee in this Article VII is a continuing
guarantee of payment and performance and not of collectibility, and shall apply
to all Guaranteed Obligations whenever arising.

       

      SECTION 7.07.       General Limitation on
Guarantee Obligations.  Anything contained in this Guarantee to
the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter
defined) is determined by a court of competent jurisdiction to be applicable to
the obligations of the Guarantor hereunder, such obligations of the Guarantor
hereunder shall be limited to a maximum aggregate amount equal to the largest
amount that would not render its obligations hereunder subject to avoidance as a
fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or
any applicable provisions of comparable state law (collectively, the “Fraudulent
Transfer Laws”), in each case after giving effect to all other
liabilities of the Guarantor, contingent or otherwise, that are relevant under
the Fraudulent Transfer Laws (specifically excluding, however, any liabilities
of such Guarantor (x) in respect of intercompany indebtedness to the Borrower or
other Affiliates of the Borrower to the extent that such indebtedness would be
discharged in an amount equal to the amount paid by the Guarantor hereunder and
(y) under any guaranty of other Indebtedness which guaranty contains a
limitation as to maximum amount similar to that set forth in this Section 7.07,
pursuant to which the liability of the Guarantor hereunder is included in the
liabilities taken into account in determining such maximum amount) and after
giving effect as assets to the value (as determined under the applicable
provisions of the Fraudulent Transfer Laws) of any rights to subrogation,
reimbursement, indemnification or contribution of the Guarantor pursuant to
applicable law or pursuant to the terms of any agreement.

       

       

      
        
          
          

        

        
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      ARTICLE VIII

       

      MISCELLANEOUS

       

      SECTION 8.01.       Amendments,
Etc.  No amendment or waiver of any provision of this Agreement
or the Note shall in any event be effective unless the same shall be in writing
and signed by each of the Borrower, the Guarantor and the Lender, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

       

      SECTION 8.02.       Notices,
Etc.  (a)  All notices and other communications
provided for hereunder, unless otherwise expressly stated herein, shall be in
writing (including facsimile communication) and mailed, faxed or delivered, if
to a Credit Party, at its address set forth below its respective name on the
signature pages hereof; if to the initial Lender, at its Lending Office
specified opposite its name on Schedule 1.01 hereto; if to any entity to
whom the Lender assigns its rights, obligations and interest under this
Agreement pursuant to Section 8.07 herein, at its Lending Office specified
in the Assignment and Acceptance pursuant to which it became the Lender; or, as
to any Credit Party, at such other address as shall be designated by such party
in a written notice to the other parties and, as to each other party, at such
other address as shall be designated by such party in a written notice to any
Credit Party.  All such notices and communications shall, when mailed
or faxed, be effective when deposited in the mails or faxed, respectively,
except that notices and communications to the Lender pursuant to Article II
or III shall not be effective until received by the Lender.  Delivery
by facsimile of an executed counterpart of any amendment or waiver of any
provision of this Agreement or the Note or of any Exhibit hereto to be executed
and delivered hereunder shall be effective as delivery of a manually executed
counterpart thereof.

       

      SECTION 8.03.       No Waiver;
Remedies.  No failure on the part of the Lender to exercise,
and no delay in exercising, any right hereunder or under the Note shall operate
as a waiver thereof or consent thereto; nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or the exercise
of any other right.  The remedies herein provided are cumulative and
not exclusive of any remedies provided by applicable law.

       

      SECTION 8.04.       Costs and
Expenses.  (a)  Each Credit Party agrees to pay, or
to reimburse the Lender from time to time upon demand for, all reasonable costs
and expenses of the Lender in connection with the preparation, execution,
delivery, administration, modification and amendment of this Agreement, the Note
and the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and expenses of counsel for the Lender with
respect thereto and with respect to advising the Lender as to its rights and
responsibilities under this Agreement, the Note and the other documents to be
delivered hereunder.  Each Credit Party further agrees to pay, or to
reimburse the Lender from time to time upon demand for, all reasonable costs and
expenses of the Lender, if any (including, without limitation, reasonable
counsel fees and expenses, but without duplication for any costs and expenses
for which each of the Credit Parties is otherwise obligated to indemnify the
Lender under Section 8.04(b)), in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of this Agreement, the
Note and the other documents to be delivered hereunder, including, without
limitation, reasonable fees and expenses of counsel for the Lender.

       

       

      
        
          
          

        

        
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      (b)       Each
Credit Party agrees to indemnify and hold harmless the Lender and each of its
Affiliates and their officers, directors, employees, agents and advisors (each,
an “Indemnified
Party”) from and against, and to reimburse each Indemnified Party from
time to time upon demand for, any and all claims, damages, losses, liabilities
and expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation, litigation
or proceeding arising out of, related to or in connection with (i) the
Note, this Agreement, any of the transactions contemplated herein or the actual
or proposed use of the proceeds of the Loan or (ii) the actual or alleged
presence of Hazardous Materials on any property of any member of the Group or
any Environmental Action relating in any way to the any member of the Group, in
each case whether or not such investigation, litigation or proceeding is brought
by a Credit Party, its directors, shareholders or creditors or any Indemnified
Party or any other Person or an Indemnified Party is otherwise a party thereto
and whether or not the transactions contemplated hereby are consummated, except
to the extent such claim, damage, loss, liability or expense is found by a court
of competent jurisdiction to have resulted from such Indemnified Party’s gross
negligence or willful misconduct.  Each Credit Party also agrees not
to assert any claim against the Lender or any of its Affiliates, or any of their
respective officers, directors, employees, attorneys, agents and advisors, on
any theory of liability, for special, indirect, consequential or punitive
damages arising out of or otherwise relating to this Agreement, the Note, any of
the transactions contemplated hereby or the actual or proposed use of the
proceeds of the Loan.

       

      (c)       If
any payment of principal of the Loan is made by the Borrower to or for the
account of the Lender other than on the last day of an Interest Period as a
result of a payment or continuation pursuant to Section 2.06 or 2.08,
acceleration of the maturity of the Loan pursuant to Section 6.01, or for
any other reason, the Borrower agrees to pay, upon demand by such Lender, to the
Lender any amounts required to compensate the Lender for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or
conversion, including, without limitation, any loss (but excluding, in any
event, loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by the Lender to
fund or maintain the principal amount of the Loan that is so paid.

       

      (d)       Without
prejudice to the survival of any other agreement of the Credit Parties
hereunder, the agreements and obligations of the Borrower and/or the Guarantor,
as applicable, contained in Sections 2.07, 2.10 and 8.04 shall survive the
payment in full of principal, interest and all other amounts payable hereunder
and under the Note.

       

      SECTION 8.05.       Right of
Setoff.  Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the declaration that the Note
is due and payable pursuant to the provisions of Section 6.01, the Lender
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and any and
all other indebtedness at any time owing by the Lender to or for the credit or
the account of the Borrower or the Guarantor against any and all of the
obligations of the Borrower or the Guarantor now or hereafter existing under
this Agreement and the Note held by the Lender, whether or not the Lender shall
have made any demand under this Agreement or the Note and although such
obligations may be unmatured.  The Lender agrees promptly to notify
the Borrower or the Guarantor, as applicable, after any such setoff and
application; provided
that the failure to give such notice shall not affect the validity of such
setoff and application.  The rights of the Lender under this
Section 8.05 are in addition to any other rights and remedies (including,
without limitation, other rights of setoff) that the Lender may
have.

       

      SECTION 8.06.       Binding
Effect.  This Agreement shall become effective (other than
Section 2.01, which shall only become effective upon satisfaction of the
conditions precedent set forth in Section 3.01) when it shall have been
executed by the Borrower and the Lender and, thereafter, shall be binding upon
and inure to the benefit of each Credit Party, the Lender and their respective
successors and assigns, except that no Credit Party shall have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lender.

       

       

      
        
          
          

        

        
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      SECTION 8.07.       Assignments and
Participations.  (a)  The Lender may, upon at least
30 Business Days’ notice to the Borrower, assign to one or more Persons all
or any portion of its rights and obligations under this Agreement (including,
without limitation, the Loan owing to it and the Note); provided, however, that:

       

      (i)       each
such assignment shall be to an Eligible Assignee;

       

      (ii)      the
parties to each such assignment shall execute and deliver to the Borrower an
Assignment and Acceptance, together with, if requested, the Note;
and

       

      (iii)     after
giving effect to each such assignment, the Lender shall continue to hold at any
time at least 50.1% of the outstanding principal amount of the Loan at such
time; and

       

      (iv)     prior
to the effectiveness of the first such assignment, this Agreement shall have
been amended in a manner reasonably satisfactory to the Borrower and the Lender
to provide for a syndicate of lenders in place of the sole lender (with each of
the Borrower and the Lender hereby agreeing to negotiate in good faith to effect
such an amendment), which amendment shall in any event:

       

      (a)       define
the term “Required Lenders” as lenders holding, at any time, more than 50% of
the aggregate principal amount of the Loan outstanding at such
time;

       

      (b)       provide
that waivers, amendments or other modifications of this Agreement requiring
consent of all lenders, all affected lenders or otherwise of lenders in excess
of those constituting “Required Lenders” will be limited to customary economic
matters;

       

      (c)       provide
for a customary “yank-a-bank” provision and a provision to the effect that any
provision of this Agreement may be amended with the consent of the “Required
Lenders” if, at the time such amendment becomes effective, each lender hereunder
not consenting thereto receives payment in full of the principal of and interest
accrued on the loans made and all other amounts owing to it or accrued for its
account under this Agreement; and

       

      (d)       contain
an agreement by the Lender that it will not enter into any agreement or
understanding with any other lender hereunder or any Affiliate of any such other
lender to the effect that the Lender’s right to approve any waiver, amendment or
other modification of this Agreement shall be subject to the consent of any such
other lender, and will otherwise retain the sole right to approve any amendment,
modification or waiver of any provision of this Agreement on account of its
percentage in interest of the outstanding principal amount of the
Loan;

       

      provided further, however, that no Person to
which an assignment is being made in accordance with this Section 8.07(a)
shall be entitled to any additional compensation under Sections 2.07, 2.08
and 2.10 in excess of the aggregate amounts payable under such Sections to the
Lender prior to the effective date of such Assignment and Acceptance, unless
such additional compensation is payable to such Person as a result of a Change
in Law.  Any Lender that is a Foreign Lender shall not be entitled to
the benefits of Section 2.10 unless such Foreign Lender shall have complied with
Section 2.10(e).  Upon such execution and delivery from and after the
effective date specified in each Assignment and Acceptance, (1) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of the Lender hereunder and
(2) the Lender assignor thereunder shall relinquish its rights and be
released from its obligations under this Agreement and shall cease to be a party
hereto, provided that
such assigning Lender’s rights under Sections 2.07, 2.10 and 8.04 shall
survive the effective date of such Assignment and Acceptance for the Lender as
to matters occurring prior to such effective date.

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

       

      (b)       By
executing and delivering an Assignment and Acceptance, the Lender assignor
thereunder and the assignee thereunder confirm to and agree with each other and
the Credit Parties as follows:

       

      (i)       other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or the Note, or any other instrument or
document furnished pursuant hereto;

       

      (ii)       such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Credit Parties or
the performance or observance by the Credit Parties of any of its obligations
under this Agreement or the Note, or any other instrument or document furnished
pursuant hereto;

       

      (iii)      such
assignee confirms that it has received a copy of this Agreement, together with
copies of the financial statements referred to in Section 4.01(e) and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and
Acceptance;

       

      (iv)      such
assignee will, independently and without reliance upon the assigning Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement;

       

      (v)       if
applicable, such assignee confirms that it is an Eligible Assignee;
and

       

      (vi)      such
assignee agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be performed by
it as the Lender.

       

      (c)       Within
ten Business Days after receipt by the Borrower of an Assignment and Acceptance
and executed by the Lender and an assignee representing that it is an Eligible
Assignee, the Borrower shall, at its own expense, execute and deliver to such
Eligible Assignee in exchange for the Note then outstanding a new note from the
Borrower to the order of such Eligible Assignee in an amount equal to the
aggregate principal outstanding of the Loan assumed by it pursuant to such
Assignment and Acceptance.  Such new note shall be in an aggregate
principal amount equal to the aggregate principal amount of the Loan outstanding
at the time thereof, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of Exhibit A
hereto.

       

      (d)       The
Lender may sell participations to one or more banks or other entities (other
than a Credit Party or any of its Affiliates) in or to all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of the aggregate outstanding principal amount of the Loan and the
Note); provided, however, that:

       

      (i)       the
Lender’s obligations under this Agreement shall remain unchanged;

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

       

      (ii)      the
Lender shall remain solely responsible to the Credit Parties for the performance
of such obligations;

       

      (iii)     the
Lender shall remain the holder of the Note for all purposes of this
Agreement;

       

      (iv)     the
Credit Parties shall continue to deal solely and directly with the Lender in
connection with the Lender’s rights and obligations under this Agreement;
and

       

      (v)      no
participant under any such participation shall have any right to approve any
amendment or waiver of any provision of this Agreement or the Note, or any
consent to any departure by the Credit Parties therefrom, except to the extent
that such amendment, waiver or consent would reduce the principal of, or
interest on, the Loan, or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or postpone any date fixed for
any payment of principal of, or interest on, the Loan, or any fees or other
amounts payable hereunder;

       

      and provided further that the Credit
Parties shall not be required to pay any additional amounts under this Agreement
to compensate a participant (or the Lender, on behalf of a participant) in
respect of the rights and obligations of such participant relating to this
Agreement in excess of what the Credit Parties would otherwise be required to
pay to the Lender if the participation had not been sold.

       

      (e)       The
Lender may, in connection with any assignment, participation or proposed
assignment or participation pursuant to this Section 8.07, disclose to the
assignee, participant or proposed assignee or participant, any information
relating to any member of the Group furnished to the Lender by or on behalf of
such member of the Group; provided that, prior to any
such disclosure, the assignee, participant or proposed assignee or participant
shall agree to preserve the confidentiality of any Information received by it
from the Lender in accordance with the terms of Section 8.08.

       

      (f)       Notwithstanding
any other provision set forth in this Agreement, the Lender may at any time
create a security interest in all or any portion of its rights under this
Agreement to secure obligations of the Lender, including, without limitation,
any pledge or assignment to secure obligations to a Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal
Reserve System; provided that, no such pledge
or assignment of a security interest shall release the Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for the Lender
party hereto.

       

      SECTION 8.08.       Confidentiality.  The
Lender agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Affiliates and
to its and its Affiliates’ respective administrators, trustees, partners,
directors, officers, employees, agents and advisors (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies hereunder or under the
Note or any action or proceeding relating to this Agreement or the Note or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to
(i) any assignee of or participant in, or any prospective assignee of or
participant in, any of its rights or obligations under this Agreement,
(ii) any actual or prospective party (or its administrators, trustees,
partners, directors, officers, employees, agents and advisors to any swap or
derivative or similar transaction under which payments are to be made by
reference to a Credit Party and its obligations, this Agreement or payments
hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau
or any similar organization, (g) with the consent of the Guarantor or
(h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available
to the Lender or any of its Affiliates on a nonconfidential basis from a source
other than a Credit Party, any of its Subsidiaries or any of their agents,
advisors or representatives.

       

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

       

      For
purposes of this Section, “Information”
means all information received from a member of the Group or any of its agents,
advisors or representatives relating to such member or any of their respective
businesses, other than any such information that is available to the Lender on a
nonconfidential basis prior to disclosure by or on behalf of such member, provided that, in the case of
information received from such member after the date hereof, such information is
clearly identified at the time of delivery as confidential.  Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

       

      SECTION 8.09.       Governing
Law.  This Agreement and the Note shall be governed by, and
construed in accordance with, the laws of the State of
New York.

       

      SECTION 8.10.       Execution in
Counterparts.  This Agreement 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 Agreement by telecopier shall
be effective as delivery of a manually executed counterpart of this
Agreement.

       

      SECTION 8.11.       Jurisdiction,
Etc.  (a)  Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York state court or federal court of
the United States of America sitting in New York City, New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Note, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such New York state court or, to the extent permitted
by applicable law, in such federal court.  Each Credit Party hereby
further irrevocably consents to the service of process in any action or
proceeding in such courts by the mailing thereof by any parties hereto by
registered or certified mail, postage prepaid, to such Credit Party at its
address specified pursuant to Section 8.02.  Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by applicable law.  Nothing in this
Agreement shall affect any right that any party may otherwise have to serve
legal process in any other manner permitted by applicable law or to bring any
action or proceeding relating to this Agreement or the Note in the courts of any
jurisdiction.

       

      (b)       Each
of the parties hereto irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement or the Note in any New York state or
federal court.  Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

       

      (c)       To
the extent that any Credit Party has or hereafter may acquire any immunity from
the jurisdiction of any court or from any legal process (whether through service
or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, such Credit
Party hereby irrevocably waives such immunity in respect of its obligations
under this Agreement and the Note.

       

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

       

      SECTION 8.12.       Waiver of Jury
Trial.  Each Credit Party and the Lender hereby irrevocably
waives all right to trial by jury in any action, proceeding or counterclaim
(whether based on contract, tort or otherwise) arising out of or relating to
this Agreement or the Note or the actions of the Lender in the negotiation,
administration, performance or enforcement thereof.

       

      SECTION 8.13.       Patriot
Act.  The Lender hereby notifies the Credit Parties that
pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies the Credit Parties, which
information includes the name and address of the Credit Parties and other
information that will allow the Lender to identify the Credit Parties in
accordance with the terms of the Patriot Act.

       

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

       

      
        	
                INTERNATIONAL
      FLAVORS &

                FRAGRANCES
      (JAPAN) LTD.

              
	 
      
	
                By:

              	
                /s/
      Masaharu Waki

              
	 
      	
                Name:  Masaharu Waki

              
	 
      	
                Title:   
      Representative
Director

              


      

      


      
        	 
      	
                Address:  IFF
      Building

                21-4,

                Higashi-Ohi

                1-Chome

                Shinagawa-ku

                Tokyo
      140-0011

                Japan

              


      

      


      
        	
                INTERNATIONAL
      FLAVORS &

                FRAGRANCES
      INC.

              
	 
      
	
                By:

              	
                /s/   Robert
      M. Amen

              
	 
      	
                Name:  Robert
      M. Amen

              
	 
      	
                Title:    Chief
      Executive Officer

              


      

      


      
        	 
      	
                Address:
      521 West 57th Street

                          
            New York, NY
  10019

              


      

      


      
        	
                THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender

              
	 
      
	
                By:

              	
                /s/  Keiji
      Morisawa

              
	 
      	
                Name:  Keiji
      Morisawa

              
	 
      	
                Title:   
      General Manager

              


      

      


      
        	 
      	
                Address:
      3-10,

                      
      Sanno

                      
      2-Chome

                      
      Ota-ku

                      
      Tokyo 143-0023

                      
      Japan

              


      

    

     

     

    
      
        
        

      

      
        [SIGNATURE
PAGE TO CREDIT AGREEMENT]

        
          

        

      

      
        
        

      

    

    
       

       

      EXHIBIT A

      FORM
OF PROMISSORY NOTE

       

      
        
          	
                  ¥13,332,000,000

                	
                  Dated:  November
      21, 2008

                


        

      

       

      FOR VALUE RECEIVED, the
undersigned, International Flavors & Fragrances (Japan) Ltd. (the “Borrower”),
HEREBY PROMISES TO PAY
to the order of Bank of Tokyo-Mitsubishi UFJ, Ltd. (the “Lender”)
for the account of its Lending Office on the Termination Date (each as defined
in the Credit Agreement referred to below) the principal sum of
¥13,332,000,000.00 pursuant to the Credit Agreement dated as of
November 18, 2008 (as amended, supplemented or otherwise modified from time
to time, the “Credit
Agreement”; the terms defined therein being used herein as therein
defined) among the Borrower, International Flavors & Fragrances Inc., as
guarantor and the Lender, and outstanding on the Termination Date.

       

      The
Borrower promises to pay interest on the unpaid principal amount of the Loan
from the date of the Loan until such principal amount is paid in full, at such
interest rates, and payable at such times, as are specified in the Credit
Agreement.

       

      Both
principal and interest in respect of the Loan are payable in Yen, to the Lender,
in same day funds.  The Loan owing to the Lender by the Borrower
pursuant to the Credit Agreement and all payments made on account of principal
hereof shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Promissory
Note.

       

      This
Promissory Note is the Note referred to in, and is entitled to the benefits of,
the Credit Agreement.  The Credit Agreement, among other things,
(a) provides for the making of a Loan by the Lender to the Borrower in an
aggregate amount not to exceed at any time outstanding the Yen amount first
above mentioned, the indebtedness of the Borrower resulting from the Loan being
evidenced by this Promissory Note and (b) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

       

      This
Promissory Note shall be governed by, and construed in accordance with, the laws
of the State of New York.

       

      
         

        
          	
                  INTERNATIONAL
      FLAVORS &

                  FRAGRANCES
      (JAPAN) LTD.

                
	 
      
	
                  By:

                	
                   

                
	 
      	
                  Name:  

                
	 
      	
                  Title:   
      

                


        

        
 

         

        
          
            
            

          

          
            Exh.
A-1

            
              

            

          

          
            
            

          

        

        
 

      

      ADVANCES
AND

      PAYMENTS
OF PRINCIPAL

       

      
        	
                
                  Date

                

              	
                
                  Amount
      of

                  Advance

                

              	
                
                  Amount
      of

                  Principal
      Prepaid

                

              	
                
                  Unpaid
      Principal

                

              	
                
                  Notation

                  Made
      By

                

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


       

       

       

       

       

       

      
        
          
          

        

        
          Exh.
A-2

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT B

      FORM
OF ASSIGNMENT AND ACCEPTANCE

       

      Reference
is made to the Credit Agreement dated as of November 18, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Credit
Agreement”; the terms defined therein, unless otherwise defined herein,
being used herein as therein defined) among International Flavors &
Fragrances (Japan) Ltd., as borrower (the “Borrower”),
International Flavors & Fragrances Inc., as guarantor and The Bank of
Tokyo-Mitsubishi UFJ, Ltd.

       

      The
“Assignor”
and the “Assignee”
referred to on Schedule 1 hereto agree as follows:

       

      1.           As
of the date hereof, the Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, the interest in and
to the Assignor’s rights and obligations under the Credit Agreement set forth on
Schedule I hereto.  After giving effect to such sale and assignment,
the aggregate principal amount of the Loan owing to the Assignee will be as set
forth on Schedule 1 hereto.

       

      2.           The
Assignor (a) represents and warrants that it is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (b) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or the Note, or any other instrument or
document furnished pursuant thereto; (c) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under the Credit Agreement or the Note, or any other instrument or
document furnished pursuant thereto; and (d) attaches the Note, if any,
held by the Assignor [and requests that it exchange the Note for a new Note
payable to the order of the Assignee in an amount equal to the aggregate
principal amount of the Loan assumed by the Assignee, as specified on
Schedule 1 hereto].

       

      3.           The
Assignee (a) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in
Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (b) confirms that it is an Eligible Assignee;
(c) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as the Lender; and (d) specifies as its Lending Offices the
offices set forth below its name on the signature page hereof.

       

      4.           The
effective date of this Assignment and Acceptance (the “Effective
Date”) shall be the date of execution hereof by the Assignor and
Assignee, unless otherwise specified on Schedule 1 hereto.

       

      5.           As
of the Effective Date, (a) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of the Lender thereunder and (b) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement (and if
this Assignment and Acceptance covers all or the remaining portion of the
Assignor’s rights and obligations under the Credit Agreement, subject to the
proviso set forth
below, the Assignor shall cease to be a party thereto as of the Effective Date);
provided, however, that the Assignor’s
rights under Sections 2.07, 2.10 and 8.04 of the Credit Agreement shall
survive the assignment by the Assignor pursuant to this Assignment and
Acceptance as to matters occurring prior to the Effective Date.

       

       

      
        
          
          

        

        
          Exh.
B-1

          
            

          

        

        
          
          

        

      

       

       

      5.           This
Assignment and Acceptance shall be governed by, and construed in accordance
with, the laws of the State of New York.

       

      6.           This
Assignment and Acceptance 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 Schedule 1 hereto by telecopier shall be effective as
delivery of a manually executed counterpart of this Assignment and
Acceptance.

       

      IN
WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1
hereto to be executed by their officers thereunto duly authorized, as of the
date specified thereon.

       

       

      
        
          
          

        

        
          Exh.
B-2

          
            

          

        

        
          
          

        

      

       

       

      
         

        
          	
                  [NAME
      OF ASSIGNOR], as Assignor

                   

                
	 
      
	
                  By:

                	
                   

                
	 
      	
                  Name:  

                
	 
      	
                  Title:   
      

                


        

         

        
          	Dated:	 	,	 


        

         

        
          
             

            
              	
                      [NAME
      OF ASSIGNEE], as Assignee

                       

                    
	 
      
	
                      By:

                    	
                       

                    
	 
      	
                      Name:  

                    
	 
      	
                      Title:   
      

                    


            

             

            
              	Dated:	 	,	 
	 	 	 	 
	
                      Lending
      Office:

                          [Address]

                    


            

             

             

             

             

          

        

      

      [Approved
this ____ day

      of
_____________, 200_:

       

      
        
          	
                  INTERNATIONAL
      FLAVORS & FRAGRANCES

                  (JAPAN)
      LTD.

                
	 
      
	
                  By:

                	
                   

                
	 
      	
                  Name:  

                
	 
      	
                  Title:]1   
      

                


        

        



      

      


      

        

      

      
        1 Required
if the assignee is an Eligible Assignee solely by reason of clause (b) of the
definition of “Eligible Assignee” set forth in Section 1.01 of the Credit
Agreement.
  
         

         

        
          
            
            

          

          
            Exh.
B-3

            
              

            

          

          
            
            

          

        

         

         

      

      Schedule
1 to


       

      Assignment
and Acceptance

       

      
        	
                
                  Principal
      Amount of Loan Assigned

                   

                

              	
                
                  Percentage
      of Total Loan Outstanding

                   

                

              
	
                 

                 

              	 
      


      

      


       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          Exh.
B-4

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT C

      BORROWING
NOTICE

       

      To:           The
Bank of Tokyo-Mitsubishi UFJ, Ltd.

       

      [Date]

       

      Ladies
and Gentlemen:

       

      Reference
is made to that certain Credit Agreement, dated as of November 18, 2008 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among
International Flavors & Fragrances (Japan) Ltd. (the “Borrower”),
International Flavors & Fragrances Inc., as guarantor and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as Lender (the “Lender”).

       

      The
undersigned hereby requests the Lender make a Loan to the Borrower in the amount
of ¥13,332,000,00.00 on November 21, 2008.  The Loan should be made to
the following account:

       

      [●].

       

      
        
          
            	
                    INTERNATIONAL
      FLAVORS & FRAGRANCES

                    (JAPAN)
      LTD.

                  
	 
      
	
                    By:

                  	
                     

                  
	 
      	
                    Name:  

                  
	 
      	
                    Title:

                  


          

          
 

           

           

           

           

           

          
            
              
              

            

            
              Exh.
C-1

              
                

              

            

            
              
              

            

          

           

           

        

      

      EXHIBIT D

      FORM
OF INTEREST ELECTION REQUEST

       

      To:           The
Bank of Tokyo-Mitsubishi UFJ, Ltd.

       

      [Date]

       

      Ladies
and Gentlemen:

       

      Reference
is made to that certain Credit Agreement, dated as of November 18, 2008 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among
International Flavors & Fragrances (Japan) Ltd. (the “Borrower”),
International Flavors & Fragrances Inc., as guarantor and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as Lender (the “Lender”).  This
notice constitutes an Interest Election Request, and the Borrower hereby
requests the continuation of the Loan under the Agreement, and in that
connection the Borrower specifies the following information with respect to the
Loan to be continued as requested hereby:

       

      (A)           Effective
date of election (which is a Business Day):

       

        
          

        

      

       

      (B)           Tenor
of Interest Period for Interest Period beginning on the effective date specified
in (A) above:2

       

      
        

      

       

      Yours
very truly,

       

      
         

        
          
            
              	
                      INTERNATIONAL
      FLAVORS & FRAGRANCES

                      (JAPAN)
      LTD.

                    
	 
      
	
                      By:

                    	
                       

                    
	 
      	
                      Name:  

                    
	 
      	
                      Title:

                    


            

            
 

             

             

             

             

             

             

          

        

      

      

        

      

      
        2 Must comply
with the definition of “Interest Period” and end not later than the Termination
Date.

         

        Exh.
D-1