Document

EXECUTION VERSION

AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of August 4, 2022 (this “Amendment”), is entered into among INTERNATIONAL FLAVORS & FRAGRANCES INC., INTERNATIONAL FLAVORS & FRAGRANCES (NEDERLAND) HOLDING B.V. and INTERNATIONAL FLAVORS & FRAGRANCES I.F.F. (NEDERLAND) B.V. (collectively, the “Borrowers”), the Lenders signatory hereto and CITIBANK, N.A., as administrative agent (in such capacity, the “Agent”).
WHEREAS, the Borrowers, the Lenders from time to time party thereto and the Agent have entered into that certain Third Amended and Restated Credit Agreement, dated as of July 28, 2021 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).
WHEREAS, pursuant to Section 9.01 of the Credit Agreement, the Borrowers, the Lenders party hereto (constituting the Required Lenders) and the Agent have agreed to amend the Credit Agreement as provided for herein.
NOW, THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto hereby agree as follows:
1.Defined Terms.  Capitalized terms used herein and not otherwise defined herein have the meanings given in the Credit Agreement.
2.Amendment.  Upon satisfaction of the conditions set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows:
(a)Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions thereto, in the appropriate alphabetical order:
“Amendment No. 1” means that certain Amendment No. 1 to Credit Agreement, dated as of August 4, 2022, among the Borrowers, the Lenders signatory thereto and the Agent.
(b)Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Loan Documents” to read as follows:
“Loan Documents” shall mean this Agreement, the Amendment No. 1, any Note and each Designation Agreement.  
(c)Section 5.03 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 5.03 Financial Covenant.  So long as any Advance shall remain unpaid, or any Lender shall have any Commitment hereunder, the Company shall maintain a Leverage Ratio as of the end of any Relevant Period of not more than: (i) 4.50 to 1.00 until and including the end of the fiscal quarter ending on June 30, 2023, (ii) then 4.25 to 1.00 until and including the end of the fiscal quarter ending on March 31, 2024, (iii) then 4.00 to 1.00 until and including the end of the fiscal quarter ending June 30, 2024, (iv) then 3.75 to 1.00 until and including the end of the fiscal quarter ending September 30, 2024 and (v) 3.50 to 1.00 as of the end of any Relevant Period ending thereafter; provided that, commencing after the end of the fiscal quarter ending on September 30, 2024, if the Company or any of its Subsidiaries consummates an acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, for which it paid at least $500,000,000 in consideration (a “Qualifying Acquisition”), the maximum 










Leverage Ratio shall step up to no greater than 3.75 to 1.00 until and including the end of the third full fiscal quarter following the date of consummation of such Qualifying Acquisition and then shall be reduced to 3.50 to 1.00 thereafter.
3.Effectiveness.  This Amendment will become effective upon the date on which the following conditions precedent are first satisfied (the “Amendment Effective Date”):
(a)The Agent shall have received from each Borrower and from Consenting Lenders (as defined below) constituting Required Lenders an executed counterpart of this Amendment (or photocopies thereof sent by fax, .pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original).
(b)The Agent shall have received a certificate, dated the Amendment Effective Date and signed by a duly authorized officer of the Company, confirming (i) the representations and warranties set forth in this Amendment shall be true and correct in all material respects on and as of the Amendment Effective Date and (ii) no event shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default.
(c)The Agent shall have received, for the account of each Lender that has executed and delivered a signature page to this Amendment at or prior to 7:00 p.m. (New York time) on July 29, 2022 (each such Lender, a “Consenting Lender”), a consent fee, in an amount equal to 0.025% of the amount of the aggregate Commitments under the Credit Agreement held by such Consenting Lender on the date hereof, which consent fee shall be earned, due and payable on the Amendment Effective Date. 
(d)The Agent shall have received all expenses due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced two (2) Business Days prior to the Amendment Effective Date, reimbursement or payment of all out-of‐pocket expenses required to be reimbursed or paid by the Borrowers under the Credit Agreement.
4.Representations and Warranties.  Each Borrower severally, and not jointly with the other Borrowers, represents and warrants, as of the date hereof, that, after giving effect to the provisions of this Amendment, (a) each of the representations and warranties made by such Borrower in Section 4.01 of the Credit Agreement is true in all material respects on and as of the date hereof as if made on and as of the date hereof, except (i) to the extent that such representations and warranties refer to an earlier date, in which case they were true in all material respects as of such earlier date or (ii) to the extent that such representations and warranties are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true in all respects, and (b) no event shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default.
5.Effect of the Amendment.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which, as amended, amended and restated, supplemented or otherwise modified hereby, are ratified and affirmed in all respects and shall continue in full force and effect.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement and in any exhibits attached thereto to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement after giving effect to this Amendment.
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6.Miscellaneous.  The provisions of Sections 9.02 (Notices, Etc.); 9.03 (No Waiver; Remedies); 9.04 (Costs and Expenses) (except clauses (c) and (d) thereof); 9.08 (Confidentiality); 9.10 (Governing Law; Jurisdiction; Etc.); 9.11 (Execution in Counterparts); 9.14 (Acknowledgement and Consent to Bail-In of Affected Financial Institutions); and 9.19 (Waiver of Jury Trial) of the Credit Agreement shall apply with like effect to this Amendment.  This Amendment shall be a “Loan Document” for all purposes under the Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
						
	INTERNATIONAL FLAVORS & FRAGRANCES INC.
	
	
	By:	  /s/ Glenn Richter                       
		Name: Glenn Richter
		Title:   Chief Financial Officer






						
	INTERNATIONAL FLAVORS & FRAGRANCES (NEDERLAND) HOLDING B.V.
	
	
	By:	                                                    
		Name:
		Title:






						
	INTERNATIONAL FLAVORS & FRAGRANCES I.F.F. (NEDERLAND) B.V.
	
	
	By:	                                                    
		Name:
		Title:




[Signature Page to RCF Amendment No. 1]














IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
						
	INTERNATIONAL FLAVORS & FRAGRANCES INC.
	
	
	By:	                                                    
		Name:
		Title:






						
	INTERNATIONAL FLAVORS & FRAGRANCES (NEDERLAND) HOLDING B.V.
	
	
	By:	  /s/ Ya Zhang                             
		Name: Ya Zhang
		Title:   Director






						
	INTERNATIONAL FLAVORS & FRAGRANCES I.F.F. (NEDERLAND) B.V.
	
	
	By:	  /s/ Ya Zhang                             
		Name: Ya Zhang
		Title:   Director








[Signature Page to RCF Amendment No. 1]














						
	CITIBANK, N.A.,
	as Agent and as a Lender
	
	By:	  /s/ Michael Vondriska              
		Name: Michael Vondriska
		Title:   Vice President




[Signature Page to RCF Amendment No. 1]














						
	Morgan Stanley Bank, N.A.
	as a Lender
	
	By:	  /s/ Jack Kuhns                           
		Name: Jack Kuhns
		Title:   Authorized Signatory




[Signature Page to RCF Amendment No. 1]














						
	Morgan Stanley Senior Funding, Inc.
	as a Lender
	
	By:	  /s/ Jack Kuhns                           
		Name: Jack Kuhns
		Title:   Vice President




[Signature Page to RCF Amendment No. 1]
















						
	BANK OF AMERICA, N.A.,
	as a Lender
	
	By:	  /s/ Pace Doherty                        
		Name: Pace Doherty
		Title:   Director




[Signature Page to RCF Amendment No. 1]














									
	BNP Paribas Fortis
	as a Lender
	
	By:	  /s/ Joachim Verheyen               
		Name: Joachim Verheyen
		Title:   Head of Social Profit Public Banking
			
	By:
	  /s/ Geert Schepens                    

		Name: Geert Schepens
	
		Title:   Manager
	




[Signature Page to RCF Amendment No. 1]














									
	BNP Paribas
	as a Lender
	
	By:	/s/ Claudia Zarate                        
		Name: Claudia Zarate
		Title:   Managing Director
			
	By:
	  /s/ David Foster                         

	

	Name: David Foster
	
		Title:   Director	




[Signature Page to RCF Amendment No. 1]














						
	JPMORGAN CHASE BANK, N.A.
	as a Lender
	
	By:	  /s/ Peter S. Predun                     
		Name: Peter S. Predun
		Title:   Executive Director




[Signature Page to RCF Amendment No. 1]














						
	BARCLAYS BANK PLC,
	as a Lender
	
	By:	  /s/ Sydney G. Dennis                
		Name: Sydney G. Dennis
		Title:   Director




[Signature Page to RCF Amendment No. 1]














						
	CoBank, ACB
	as a Lender
	
	By:	  /s/ Jake Good                            
		Name: Jake Good
		Title:   Vice President




[Signature Page to RCF Amendment No. 1]














									
	ING BANK N.V., DUBLIN BRANCH
	as a Lender
	
	By:	/s/ Cormac Langford                   
		Name: Cormac Langford
		Title:   Director
			
	By:
	  /s/ Sean Hassett                         

	

	Name: Sean Hassett
	
	

	Title:   Director
	




[Signature Page to RCF Amendment No. 1]














						
	MIZUHO BANK, LTD.,
	as a Lender
	
	By:	  /s/ Donna DeMagistris                            
		Name: Donna DeMagistris
		Title:   Executive Director




[Signature Page to RCF Amendment No. 1]














						
	MUFG Bank, Ltd.
	as a Lender
	
	By:	  /s/ Victor Pierzchalski               
		Name: Victor Pierzchalski
		Title:   Authorized Signatory




[Signature Page to RCF Amendment No. 1]














						
	Sumitomo Mitsui Banking Corporation
	as a Lender
	
	By:	  /s/ Jun Ashley                            
		Name: Jun Ashley
		Title:   Director




[Signature Page to RCF Amendment No. 1]














						
	U.S. Bank, National Association
	as a Lender
	
	By:	  /s/ Steven F. Bobinchak            
		Name: Steven F. Bobinchak
		Title:   Assistant Vice President




[Signature Page to RCF Amendment No. 1]














						
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	as a Lender
	
	By:	  /s/ Michael J. Stein                   
		Name: Michael J. Stein
		Title:   Director




[Signature Page to RCF Amendment No. 1]














									
	DEUTSCHE BANK AG NEW YORK BRANCH
	as a Lender
	
	By:	  /s/ Ming K Chu                          
		Name: Ming K Chu
		Title:   Director
			
	By:
	  /s/ Annie Chung                         

		Name: Annie Chung	
		Title:   Director	




[Signature Page to RCF Amendment No. 1]














						
	HSBC BANK USA, NATIONAL ASSOCIATION
	as a Lender
	
	By:	  /s/ Jack Kelly                            
		Name: Jack Kelly
		Title:   Senior Vice President #23204




[Signature Page to RCF Amendment No. 1]














						
	STANDARD CHARTERED BANK
	as a Lender
	
	By:	  /s/ Kristopher Tracy                  
		Name: Kristopher Tracy
		Title:   Director, Financing Solutions




[Signature Page to RCF Amendment No. 1]