ex4-8.htm


     

    Exhibit
      4.8

     

    
      Exhibit
        1

      


      [Form
        of Series A Senior Note]

      


      THIS
        NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
        SECURITIES LAWS OF ANY STATE.  NO TRANSFER, SALE OR OTHER DISPOSITION
        OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO
        THIS
        NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION
        AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
        OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE
        UNDER
        SUCH ACT AND SUCH LAWS.  NEITHER THE UNITED STATES SECURITIES AND
        EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS
        PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.

      


      International
        Flavors & Fragrances Inc.

      


      6.25%
        Series A Senior Note, due September 27, 2017

      
        
          
            	
                    No.
                      RA-[_______]

                  	
                    [Date]

                  
	
                    $[__________]

                  	
                    PPN:
                      459506 B@9

                  


          

        

      

       

      FOR
        VALUE
        RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein
        called the “Company”), a corporation organized and existing under the
        laws of the State of the State of New York, hereby promises to pay to
        [_____________________] or registered assigns, the principal sum of
        [______________] DOLLARS (or so much thereof as shall not have been prepaid)
        on
        September 27, 2017 with interest (computed on the basis of a 360-day year
        of
        twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.25%
        per annum (subject to the payment of Additional Interest during each Additional
        Interest Period, as such terms are defined in the Note Purchase Agreement
        referred to below) from the date hereof, payable semi-annually, on the 27th
        day
        of September and March in each year and at maturity, commencing with the
        September 27 or March 27 next succeeding the date hereof, until the principal
        hereof shall have become due and payable, and (b) to the extent permitted
        by law, at a rate per annum from time to time equal to the Default Rate (as
        defined in the Note Purchase Agreement referred to below), on any overdue
        payment of interest and, during the continuance of an Event of Default, on
        the
        unpaid balance hereof and on any overdue payment of any Make-Whole Amount
        (as
        defined in the Note Purchase Agreement referred to below), payable semiannually
        as aforesaid (or, at the option of the registered holder hereof, on
        demand).

       

      Payments
        of principal of, interest on and any Make-Whole Amount with respect to this
        Note
        are to be made in lawful money of the United States of America at the principal
        office of Bank of America, N.A. in New York, New York or at such other place
        as
        the Company shall have designated by written notice to the holder of this
        Note
        as provided in the Note Purchase Agreement referred to below.

       

       

      
        
          
          

        

        
          Exhibit
            1-1

          
            

          

        

        
          
          

        

      

       

       

      This
        Note
        is one of a series of Senior Notes (herein called the “Notes”) issued
        pursuant to the Note Purchase Agreement, dated as of September 27, 2007 (as
        from
        time to time amended, supplemented or modified, the “Note Purchase
        Agreement”), between the Company and the respective Purchasers named
        therein and is entitled to the benefits thereof.  Each holder of this
        Note will be deemed, by its acceptance hereof, to have (i) agreed to the
        confidentiality provisions set forth in Section 20 of the Note Purchase
        Agreement and (ii) made the representations set forth in Section 6 of
        the Note Purchase Agreement (except that, if such holder is not the initial
        holder hereof, it shall be deemed either to have made the representations
        in
        Sections 6.1(a) and 6.2 or to have represented that it is a qualified
        institutional buyer, as defined in Rule 144A under the Securities Act, in
        addition to the other representations in Section 6).  Unless otherwise
        indicated, capitalized terms used in this Note shall have the respective
        meanings ascribed to such terms in the Note Purchase Agreement.

       

      This
        Note
        is a registered Note and, as provided in the Note Purchase Agreement, upon
        surrender of this Note for registration of transfer, duly endorsed, or
        accompanied by a written instrument of transfer duly executed, by the registered
        holder hereof or such holder’s attorney duly authorized in writing, a new Note
        for a like principal amount will be issued to, and registered in the name
        of,
        the transferee.  Prior to due presentment for registration of
        transfer, the Company may treat the person in whose name this Note is registered
        as the owner hereof for the purpose of receiving payment and for all other
        purposes, and the Company will not be affected by any notice to the
        contrary.

       

      This
        Note
        is subject to optional prepayment, in whole or from time to time in part,
        at the
        times and on the terms specified in the Note Purchase Agreement, but not
        otherwise.

       

      If
        an
        Event of Default, as defined in the Note Purchase Agreement, occurs and is
        continuing, the principal of this Note may be declared or otherwise become
        due
        and payable in the manner, at the price (including any applicable Make-Whole
        Amount) and with the effect provided in the Note Purchase
        Agreement.

       

       

      
        
          
          

        

        
          Exhibit
            1-2

          
            

          

        

        
          
          

        

      

       

       

      This
        Note
        shall be construed and enforced in accordance with, and the rights of the
        issuer
        and holder hereof shall be governed by, the law of the State of New York
        excluding choice-of-law principles of the law of such State that would require
        the application of the laws of a jurisdiction other than such
        State.

       

      
        	 	
                INTERNATIONAL
                  FLAVORS &

                FRAGRANCES INC.

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

       

       

       

      
        
          
          

        

        
          Exhibit
            1-3

          
            

          

        

        
          
          

        

      

       

       

      Exhibit
        2

      


      [Form
        of Series B Senior Note]

      


      THIS
        NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
        SECURITIES LAWS OF ANY STATE.  NO TRANSFER, SALE OR OTHER DISPOSITION
        OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO
        THIS
        NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION
        AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
        OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE
        UNDER
        SUCH ACT AND SUCH LAWS.  NEITHER THE UNITED STATES SECURITIES AND
        EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS
        PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.

       

      International
        Flavors & Fragrances Inc.

       

      6.35%
        Series B Senior Note, due September 27, 2019

      
        
          
            
              	
                      No.
                        RB-[_______]

                    	
                      [Date]

                    
	
                      $[__________]

                    	
                      PPN:
                        459506 B#7

                    


            

          

        

         

      

      FOR
        VALUE RECEIVED, the undersigned,
        INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein called the
“Company”), a corporation organized and existing under the laws of the
        State of the State of New York, hereby promises to pay to
        [_____________________] or registered assigns, the principal sum of
        [______________] DOLLARS (or so much thereof as shall not have been prepaid)
        on
        September 27, 2019 with interest (computed on the basis of a 360-day year
        of
        twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.35%
        per annum (subject to the payment of Additional Interest during each Additional
        Interest Period, as such terms are defined in the Note Purchase Agreement
        referred to below) from the date hereof, payable semi-annually, on the 27th
        day
        of September and March in each year and at maturity, commencing with the
        September 27 or March 27 next succeeding the date hereof, until the principal
        hereof shall have become due and payable, (b) to the extent permitted by
        law, at a rate per annum from time to time equal to the Default Rate (as
        defined
        in the Note Purchase Agreement referred to below), on any overdue payment
        of
        interest and, during the continuance of an Event of Default, on the unpaid
        balance hereof and on any overdue payment of any Make-Whole Amount (as defined
        in the Note Purchase Agreement referred to below), payable semiannually as
        aforesaid (or, at the option of the registered holder hereof, on
        demand).

       

      Payments
        of principal of, interest on and any Make-Whole Amount with respect to this
        Note
        are to be made in lawful money of the United States of America at the principal
        office of Bank of America, N.A. in New York, New York or at such other place
        as
        the Company shall have designated by written notice to the holder of this
        Note
        as provided in the Note Purchase Agreement referred to below.

       

       

      
        
          
          

        

        
          Exhibit
            2-1

          
            

          

        

        
          
          

        

      

       

       

      This
        Note
        is one of the Series B Senior Notes (herein called the “Notes”) issued
        pursuant to the Note Purchase Agreement, dated as of September 27, 2007 (as
        from
        time to time amended, supplemented or modified, the “Note Purchase
        Agreement”), between the Company and the respective Purchasers named
        therein and is entitled to the benefits thereof.  Each holder of this
        Note will be deemed, by its acceptance hereof, to have (i) agreed to the
        confidentiality provisions set forth in Section 20 of the Note Purchase
        Agreement and (ii) made the representations set forth in Section 6 of the
        Note Purchase Agreement (except that, if such holder is not the initial holder
        hereof, it shall be deemed either to have made the representations in Sections
        6.1(a) and 6.2 or to have represented that it is a qualified institutional
        buyer, as defined in Rule 144A under the Securities Act, in addition to the
        other representations in Section 6).  Unless otherwise indicated,
        capitalized terms used in this Note shall have the respective meanings ascribed
        to such terms in the Note Purchase Agreement.

       

      This
        Note
        is a registered Note and, as provided in the Note Purchase Agreement, upon
        surrender of this Note for registration of transfer, duly endorsed, or
        accompanied by a written instrument of transfer duly executed, by the registered
        holder hereof or such holder’s attorney duly authorized in writing, a new Note
        for a like principal amount will be issued to, and registered in the name
        of,
        the transferee.  Prior to due presentment for registration of
        transfer, the Company may treat the person in whose name this Note is registered
        as the owner hereof for the purpose of receiving payment and for all other
        purposes, and the Company will not be affected by any notice to the
        contrary.

       

      This
        Note
        is subject to optional prepayment, in whole or from time to time in part,
        at the
        times and on the terms specified in the Note Purchase Agreement, but not
        otherwise.

       

      If
        an
        Event of Default, as defined in the Note Purchase Agreement, occurs and is
        continuing, the principal of this Note may be declared or otherwise become
        due
        and payable in the manner, at the price (including any applicable Make-Whole
        Amount) and with the effect provided in the Note Purchase
        Agreement.

       

       

      
        
          
          

        

        
          Exhibit
            2-2

          
            

          

        

        
          
          

        

      

       

       

      This
        Note
        shall be construed and enforced in accordance with, and the rights of the
        issuer
        and holder hereof shall be governed by, the law of the State of New York
        excluding choice-of-law principles of the law of such State that would require
        the application of the laws of a jurisdiction other than such
        State.

       

      
         

        
          	 	
                  INTERNATIONAL
                    FLAVORS &

                  FRAGRANCES INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

         

         

         

        
          
            
            

          

          
            Exhibit
              2-3

            
              

            

          

          
            
            

          

        

         

         

      

      Exhibit
        3

      


      [Form
        of Series C Senior Note]

      


      THIS
        NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
        SECURITIES LAWS OF ANY STATE.  NO TRANSFER, SALE OR OTHER DISPOSITION
        OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO
        THIS
        NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION
        AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
        OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE
        UNDER
        SUCH ACT AND SUCH LAWS.  NEITHER THE UNITED STATES SECURITIES AND
        EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS
        PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.


       

      International
        Flavors & Fragrances Inc.

       

      6.50%
        Series C Senior Note, due September 27, 2022

      
        
          
            
              
                	
                        No.
                          RC-[_______]

                      	
                        [Date]

                      
	
                        $[__________]

                      	
                        PPN:
                          459506 C*0

                      


              

            

          

           

        

      

      FOR
        VALUE
        RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein
        called the “Company”), a corporation organized and existing under the
        laws of the State of the State of New York, hereby promises to pay to
        [_____________________] or registered assigns, the principal sum of
        [______________] DOLLARS (or so much thereof as shall not have been prepaid)
        on
        September 27, 2022 with interest (computed on the basis of a 360-day year
        of
        twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.50%
        per annum (subject to the payment of Additional Interest during each Additional
        Interest Period, as such terms are defined in the Note Purchase Agreement
        referred to below) from the date hereof, payable semi-annually, on the 27th
        day
        of September and March in each year and at maturity, commencing with the
        September 27 or March 27 next succeeding the date hereof, until the principal
        hereof shall have become due and payable, (b) to the extent permitted by
        law, at a rate per annum from time to time equal to the Default Rate (as
        defined
        in the Note Purchase Agreement referred to below), on any overdue payment
        of
        interest and, during the continuance of an Event of Default, on the unpaid
        balance hereof and on any overdue payment of any Make-Whole Amount (as defined
        in the Note Purchase Agreement referred to below), payable semiannually as
        aforesaid (or, at the option of the registered holder hereof, on
        demand).

       

      Payments
        of principal of, interest on and any Make-Whole Amount with respect to this
        Note
        are to be made in lawful money of the United States of America at the principal
        office of Bank of America, N.A. in New York, New York or at such other place
        as
        the Company shall have designated by written notice to the holder of this
        Note
        as provided in the Note Purchase Agreement referred to below.

       

       

      
        
          
          

        

        
          Exhibit
            3-1

          
            

          

        

        
          
          

        

      

       

       

      This
        Note
        is one of the Series C Senior Notes (herein called the “Notes”) issued
        pursuant to the Note Purchase Agreement, dated as of September 27, 2007 (as
        from
        time to time amended, supplemented or modified, the “Note Purchase
        Agreement”), between the Company and the respective Purchasers named
        therein and is entitled to the benefits thereof.  Each holder of this
        Note will be deemed, by its acceptance hereof, to have (i) agreed to the
        confidentiality provisions set forth in Section 20 of the Note Purchase
        Agreement and (ii) made the representations set forth in Section 6 of the
        Note Purchase Agreement (except that, if such holder is not the initial holder
        hereof, it shall be deemed either to have made the representations in Sections
        6.1(a) and 6.2 or to have represented that it is a qualified institutional
        buyer, as defined in Rule 144A under the Securities Act, in addition to the
        other representations in Section 6).  Unless otherwise indicated,
        capitalized terms used in this Note shall have the respective meanings ascribed
        to such terms in the Note Purchase Agreement.

       

      This
        Note
        is a registered Note and, as provided in the Note Purchase Agreement, upon
        surrender of this Note for registration of transfer, duly endorsed, or
        accompanied by a written instrument of transfer duly executed, by the registered
        holder hereof or such holder’s attorney duly authorized in writing, a new Note
        for a like principal amount will be issued to, and registered in the name
        of,
        the transferee.  Prior to due presentment for registration of
        transfer, the Company may treat the person in whose name this Note is registered
        as the owner hereof for the purpose of receiving payment and for all other
        purposes, and the Company will not be affected by any notice to the
        contrary.

       

      This
        Note
        is subject to optional prepayment, in whole or from time to time in part,
        at the
        times and on the terms specified in the Note Purchase Agreement, but not
        otherwise.

       

      If
        an
        Event of Default, as defined in the Note Purchase Agreement, occurs and is
        continuing, the principal of this Note may be declared or otherwise become
        due
        and payable in the manner, at the price (including any applicable Make-Whole
        Amount) and with the effect provided in the Note Purchase
        Agreement.

       

       

      
        
          
          

        

        
          Exhibit
            3-2

          
            

          

        

        
          
          

        

      

       

       

      This
        Note
        shall be construed and enforced in accordance with, and the rights of the
        issuer
        and holder hereof shall be governed by, the law of the State of New York
        excluding choice-of-law principles of the law of such State that would require
        the application of the laws of a jurisdiction other than such
        State.

       

      
        
           

          
            	 	
                    INTERNATIONAL
                      FLAVORS &

                    FRAGRANCES INC.

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ 	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	 	 


          

           

        

         

         

        
          
            
            

          

          
            Exhibit
              3-3

            
              

            

          

          
            
            

          

        

         

      

       

      Exhibit
        4

      


      [Form
        of Series D Senior Note]

      


      THIS
        NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
        SECURITIES LAWS OF ANY STATE.  NO TRANSFER, SALE OR OTHER DISPOSITION
        OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO
        THIS
        NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION
        AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE,
        OR AN EXEMPTION FROM SUCH REGISTRATIONS AND/OR QUALIFICATIONS IS AVAILABLE
        UNDER
        SUCH ACT AND SUCH LAWS.  NEITHER THE UNITED STATES SECURITIES AND
        EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS
        PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.

       

      International
        Flavors & Fragrances Inc.

       

      6.79%
        Series D Senior Note, due September 27, 2027

      
         

        
          
            
              
                
                  	
                          No.
                            RD-[_______]

                        	
                          [Date]

                        
	
                          $[__________]

                        	
                          PPN:
                            459506 C@8

                        


                

              

            

             

          

        

      

      FOR
        VALUE
        RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein
        called the “Company”), a corporation organized and existing under the
        laws of the State of the State of New York, hereby promises to pay to
        [_____________________] or registered assigns, the principal sum of
        [______________] DOLLARS (or so much thereof as shall not have been prepaid)
        on
        September 27, 2027 with interest (computed on the basis of a 360-day year
        of
        twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.79%
        per annum (subject to the payment of Additional Interest during each Additional
        Interest Period, as such terms are defined in the Note Purchase Agreement
        referred to below) from the date hereof, payable semi-annually, on the 27th
        day
        of September and March in each year and at maturity, commencing with the
        September 27 or March 27 next succeeding the date hereof, until the principal
        hereof shall have become due and payable, (b) to the extent permitted by
        law, at a rate per annum from time to time equal to the Default Rate (as
        defined
        in the Note Purchase Agreement referred to below), on any overdue payment
        of
        interest and, during the continuance of an Event of Default, on the unpaid
        balance hereof and on any overdue payment of any Make-Whole Amount (as defined
        in the Note Purchase Agreement referred to below), payable semiannually as
        aforesaid (or, at the option of the registered holder hereof, on
        demand).

       

      Payments
        of principal of, interest on and any Make-Whole Amount with respect to this
        Note
        are to be made in lawful money of the United States of America at the principal
        office of Bank of America, N.A. in New York, New York or at such other place
        as
        the Company shall have designated by written notice to the holder of this
        Note
        as provided in the Note Purchase Agreement referred to below.

       

       

      
        
          
          

        

        
          Exhibit
            4-1

          
            

          

        

        
          
          

        

      

       

       

      Payments
        of principal of, interest on and any Make-Whole Amount with respect to this
        Note
        are to be made in lawful money of the United States of America at the principal
        office of Bank of America, N.A. in New York, New York or at such other place
        as
        the Company shall have designated by written notice to the holder of this
        Note
        as provided in the Note Purchase Agreement referred to below.

       

      This
        Note
        is one of the Series D Senior Notes (herein called the “Notes”) issued
        pursuant to the Note Purchase Agreement, dated as of September 27, 2007 (as
        from
        time to time amended, supplemented or modified, the “Note Purchase
        Agreement”), between the Company and the respective Purchasers named
        therein and is entitled to the benefits thereof.  Each holder of this
        Note will be deemed, by its acceptance hereof, to have (i) agreed to the
        confidentiality provisions set forth in Section 20 of the Note Purchase
        Agreement and (ii) made the representations set forth in Section 6 of the
        Note Purchase Agreement (except that, if such holder is not the initial holder
        hereof, it shall be deemed either to have made the representations in Sections
        6.1(a) and 6.2 or to have represented that it is a qualified institutional
        buyer, as defined in Rule 144A under the Securities Act, in addition to the
        other representations in Section 6).  Unless otherwise indicated,
        capitalized terms used in this Note shall have the respective meanings ascribed
        to such terms in the Note Purchase Agreement.

       

      This
        Note
        is a registered Note and, as provided in the Note Purchase Agreement, upon
        surrender of this Note for registration of transfer, duly endorsed, or
        accompanied by a written instrument of transfer duly executed, by the registered
        holder hereof or such holder’s attorney duly authorized in writing, a new Note
        for a like principal amount will be issued to, and registered in the name
        of,
        the transferee.  Prior to due presentment for registration of
        transfer, the Company may treat the person in whose name this Note is registered
        as the owner hereof for the purpose of receiving payment and for all other
        purposes, and the Company will not be affected by any notice to the
        contrary.

       

      This
        Note
        is subject to optional prepayment, in whole or from time to time in part,
        at the
        times and on the terms specified in the Note Purchase Agreement, but not
        otherwise.

       

      If
        an
        Event of Default, as defined in the Note Purchase Agreement, occurs and is
        continuing, the principal of this Note may be declared or otherwise become
        due
        and payable in the manner, at the price (including any applicable Make-Whole
        Amount) and with the effect provided in the Note Purchase
        Agreement.

       

       

      
        
          
          

        

        
          Exhibit
            4-2

          
            

          

        

        
          
          

        

      

       

       

      This
        Note
        shall be construed and enforced in accordance with, and the rights of the
        issuer
        and holder hereof shall be governed by, the law of the State of New York
        excluding choice-of-law principles of the law of such State that would require
        the application of the laws of a jurisdiction other than such
        State.

       

       

      
         

        
          	 	
                  INTERNATIONAL
                    FLAVORS &

                  FRAGRANCES INC.

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ 	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	 	 


        

         

         

         

         

         

         

         

         

         

        Exhibit
          4-3