ex4-7.htm


    EXECUTION
      COPY

     

    EXHIBIT
      4.7

     

     

     

    
      SEE
        SECTION 20 REGARDING NOTICE TO COMPANY

      OF
        DISCLOSURE OF CONFIDENTIAL INFORMATION

      


      


      


      INTERNATIONAL
        FLAVORS & FRAGRANCES INC.

       

      $250,000,000
        6.25% Series A Senior Notes,

      due
        September 27, 2017

       

      $100,000,000
        6.35% Series B Senior Notes,

      due
        September 27, 2019

       

      $50,000,000
        6.50% Series C Senior Notes,

      due
        September 27, 2022

       

      $100,000,000
        6.79% Series D Senior Notes,

      due
        September 27, 2027

       

      ________________

       

      NOTE
        PURCHASE AGREEMENT

      ________________

       

       

      DATED
        AS
        OF SEPTEMBER 27, 2007

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      TABLE
        OF CONTENTS

       

      
        Page  


        
          	
                  1.

                	
                  Authorization
                    of Notes

                	
                  1

                
	
                  2.

                	
                  Sale
                    and Purchase of Notes

                	
                  2

                
	
                  3.

                	
                  Closing

                	
                  2

                
	
                  4.

                	
                  Conditions
                    to Closing

                	
                  2

                
	 	
                  4.1.

                	
                  Representations
                    and Warranties

                	
                  3

                
	 	
                  4.2.

                	
                  Performance;
                    No Default

                	
                  3

                
	 	
                  4.3.

                	
                  Compliance
                    Certificates

                	
                  3

                
	 	
                  4.4.

                	
                  Opinions
                    of Counsel

                	
                  3

                
	 	
                  4.5.

                	
                  Purchase
                    Permitted By Applicable Law, Etc.

                	
                  3

                
	 	
                  4.6.

                	
                  Sale
                    of Other Notes

                	
                  4

                
	 	
                  4.7.

                	
                  Payment
                    of Special Counsel Fees

                	
                  4

                
	 	
                  4.8.

                	
                  Private
                    Placement Number

                	
                  4

                
	 	
                  4.9.

                	
                  Changes
                    in Corporate Structure

                	
                  4

                
	 	
                  4.10.

                	
                  Funding
                    Instructions

                	
                  4

                
	 	
                  4.11.

                	
                  Proceedings
                    and Documents

                	
                  4

                
	
                  5.

                	
                  Representations
                    and Warranties of the Company

                	
                  5

                
	 	
                  5.1.

                	
                  Organization;
                    Power and Authority

                	
                  5

                
	 	
                  5.2.

                	
                  Authorization,
                    Etc.

                	
                  5

                
	 	
                  5.3.

                	
                  Disclosure

                	
                  5

                
	 	
                  5.4.

                	
                  Organization
                    and Ownership of Shares of Subsidiaries; Affiliates

                	
                  6

                
	 	
                  5.5.

                	
                  Financial
                    Statements; Material Liabilities

                	
                  6

                
	 	
                  5.6.

                	
                  Compliance
                    with Laws, Other Instruments, Etc.

                	
                  7

                
	 	
                  5.7.

                	
                  Governmental
                    Authorizations, Etc.

                	
                  7

                
	 	
                  5.8.

                	
                  Litigation;
                    Observance of Agreements, Statutes and Orders

                	
                  7

                
	 	
                  5.9.

                	
                  Taxes

                	
                  7

                
	 	
                  5.10.

                	
                  Title
                    to Property; Leases

                	
                  8

                
	 	
                  5.11.

                	
                  Licenses,
                    Permits, Etc.

                	
                  8

                
	 	
                  5.12.

                	
                  Compliance
                    with ERISA

                	
                  8

                
	 	
                  5.13.

                	
                  Private
                    Offering by the Company

                	
                  9

                
	 	
                  5.14.

                	
                  Use
                    of Proceeds; Margin Regulations

                	
                  9

                


        

         

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          TABLE
            OF CONTENTS

          (continued)

        

        
Page  

        
 

        
          	 	
                  5.15.

                	
                  Existing
                    Debt; Future Liens

                	
                  10

                
	 	
                  5.16.

                	
                  Foreign
                    Assets Control Regulations, Etc.

                	
                  10

                
	 	
                  5.17.

                	
                  Status
                    under Certain Statutes

                	
                  10

                
	 	
                  5.18.

                	
                  Environmental
                    Matters

                	
                  11

                
	 	
                  5.19.

                	
                  Notes
                    Rank Pari Passu

                	
                  11

                
	 	
                  5.20.

                	
                  Solvency

                	
                  11

                
	
                  6.

                	
                  Representations
                    of the Purchaser

                	
                  12

                
	 	
                  6.1.

                	
                  Purchase
                    for Investment

                	
                  12

                
	 	
                  6.2.

                	
                  Accredited
                    Investor

                	
                  12

                
	 	
                  6.3.

                	
                  Source
                    of Funds

                	
                  13

                
	
                  7.

                	
                  Information
                    as to Company

                	
                  14

                
	 	
                  7.1.

                	
                  Financial
                    and Business Information

                	
                  14

                
	 	
                  7.2.

                	
                  Officer’s
                    Certificate; Reconciliation upon Change in GAAP

                	
                  17

                
	 	
                  7.3.

                	
                  Visitation

                	
                  18

                
	
                  8.

                	
                  Payment
                    of the Notes

                	
                  18

                
	 	
                  8.1.

                	
                  Payment
                    at Maturity

                	
                  18

                
	 	
                  8.2.

                	
                  Optional
                    Prepayments with Make-Whole Amount

                	
                  18

                
	 	
                  8.3.

                	
                  Allocation
                    of Partial Prepayments

                	
                  19

                
	 	
                  8.4.

                	
                  Maturity;
                    Surrender, Etc.

                	
                  19

                
	 	
                  8.5.

                	
                  Purchase
                    of Notes

                	
                  19

                
	 	
                  8.6.

                	
                  Make-Whole
                    Amount

                	
                  20

                
	 	
                  8.7.

                	
                  Prepayment
                    at Par Upon the Sale of Certain Assets

                	
                  21

                
	 	
                  8.8.

                	
                  Prepayment
                    of Notes Upon Change in Control

                	
                  22

                
	
                  9.

                	
                  Affirmative
                    Covenants

                	
                  25

                
	 	
                  9.1.

                	
                  Compliance
                    with Law

                	
                  25

                
	 	
                  9.2.

                	
                  Insurance

                	
                  25

                
	 	
                  9.3.

                	
                  Maintenance
                    of Properties

                	
                  25

                
	 	
                  9.4.

                	
                  Payment
                    of Taxes and Claims

                	
                  25

                
	 	
                  9.5.

                	
                  Corporate
                    Existence, Etc.

                	
                  26

                
	 	
                  9.6.

                	
                  Notes
                    to Rank Pari Passu

                	
                  26

                


        

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        
           

          
            TABLE
              OF CONTENTS

            (continued)

          

          
Page  



        
          	 	
                  9.7.

                	
                  Books
                    and Records

                	
                  26

                
	 	
                  9.8.

                	
                  Future
                    Subsidiary Guarantors

                	
                  26

                
	
                  10.

                	
                  Negative
                    Covenants

                	
                  28

                
	 	
                  10.1.

                	
                  Consolidated
                    Net Debt to Consolidated EBITDA

                	
                  28

                
	 	
                  10.2.

                	
                  Subsidiary
                    Debt

                	
                  29

                
	 	
                  10.3.

                	
                  Limitation
                    on Liens

                	
                  29

                
	 	
                  10.4.

                	
                  Sales
                    of Assets

                	
                  30

                
	 	
                  10.5.

                	
                  Merger
                    and Consolidation

                	
                  31

                
	 	
                  10.6.

                	
                  Transactions
                    with Affiliates

                	
                  33

                
	 	
                  10.7.

                	
                  Nature
                    of Business

                	
                  33

                
	 	
                  10.8.

                	
                  Terrorism
                    Sanctions Regulations

                	
                  33

                
	11.	 Events
                  of Default	
                  33

                
	
                  12.

                	
                  Remedies
                    on Default, Etc.

                	
                  35

                
	 	
                  12.1.

                	
                  Acceleration

                	
                  35

                
	 	
                  12.2.

                	
                  Other
                    Remedies

                	
                  36

                
	 	
                  12.3.

                	
                  Rescission

                	
                  36

                
	 	
                  12.4.

                	
                  No
                    Waivers or Election of Remedies, Expenses, Etc.

                	
                  37

                
	
                  13.

                	
                  Registration;
                    Exchange; Substitution of Notes

                	
                  37

                
	 	
                  13.1.

                	
                  Registration
                    of Notes

                	
                  37

                
	 	
                  13.2.

                	
                  Transfer
                    and Exchange of Notes

                	
                  37

                
	 	
                  13.3.

                	
                  Replacement
                    of Notes

                	
                  38

                
	
                  14.

                	
                  Payments
                    on Notes

                	
                  38

                
	 	
                  14.1.

                	
                  Place
                    of Payment

                	
                  38

                
	 	
                  14.2.

                	
                  Home
                    Office Payment

                	
                  38

                
	
                  15.

                	
                  Expenses,
                    Etc.

                	
                  39

                
	 	
                  15.1.

                	
                  Transaction
                    Expenses

                	
                  39

                
	 	
                  15.2.

                	
                  Survival

                	
                  39

                
	
                  16.

                	
                  Survival
                    of Representations and Warranties; Entire Agreement

                	
                  40

                
	
                  17.

                	
                  Amendment
                    and Waiver

                	
                  40

                
	 	
                  17.1.

                	
                  Requirements

                	
                  40

                


        

         

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        
           

          
            TABLE
              OF CONTENTS

            (continued)

          

          
Page  

        

        
 

        
          	 	
                  17.2.

                	
                  Solicitation
                    of Holders of Notes

                	
                  40

                
	 	
                  17.3.

                	
                  Binding
                    Effect, Etc.

                	
                  41

                
	 	
                  17.4.

                	
                  Notes
                    Held by Company, Etc.

                	
                  41

                
	
                  18.

                	
                  Notices

                	
                  42

                
	
                  19.

                	
                  Reproduction
                    of Documents

                	
                  42

                
	
                  20.

                	
                  Confidential
                    Information

                	
                  42

                
	
                  21.

                	
                  Substitution
                    of Purchaser

                	
                  44

                
	
                  22.

                	
                  Miscellaneous

                	
                  44

                
	 	
                  22.1.

                	
                  Successors
                    and Assigns

                	
                  44

                
	 	
                  22.2.

                	
                  Payments
                    Due on Non-Business Days

                	
                  44

                
	 	
                  22.3.

                	
                  Accounting
                    Terms

                	
                  44

                
	 	
                  22.4.

                	
                  Severability

                	
                  45

                
	 	
                  22.5.

                	
                  Construction

                	
                  45

                
	 	
                  22.6.

                	
                  Counterparts

                	
                  45

                
	 	
                  22.7.

                	
                  Governing
                    Law

                	
                  45

                
	 	
                  22.8.

                	
                  Jurisdiction
                    and Process; Waiver of Jury Trial

                	
                  45

                


        

        


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULES
          AND EXHIBITS

         

        
          	
                  Schedule A

                	
                  —

                	
                  INFORMATION
                    RELATING TO PURCHASERS

                
	
                  Schedule B

                	
                  —

                	
                  DEFINED
                    TERMS

                
	
                  Schedule 4.9

                	
                  —

                	
                  CHANGES
                    IN CORPORATE STRUCTURE

                
	
                  Schedule 5.4

                	
                  —

                	
                  MATERIAL
                    SUBSIDIARIES OF THE COMPANY, OWNERSHIP OF MATERIAL SUBSIDIARY
                    STOCK,
                    AFFILIATES

                
	
                  Schedule 5.5

                	
                  —

                	
                  FINANCIAL
                    STATEMENTS

                
	
                  Schedule
                    5.8

                	
                  —

                	
                  LITIGATION

                
	
                  Schedule 5.11

                	
                  —

                	
                  LICENSES,
                    PERMITS, ETC.

                
	
                  Schedule 5.15

                	
                  —

                	
                  EXISTING
                    DEBT

                
	
                  Schedule 5.18

                	
                  —

                	
                  ENVIRONMENTAL
                    MATTERS

                
	
                  Exhibit 1

                	
                  —

                	
                  FORM
                    OF 6.25% SERIES A SENIOR NOTE DUE SEPTEMBER 27, 2017

                
	
                  Exhibit 2

                	
                  —

                	
                  FORM
                    OF 6.35% SERIES B SENIOR NOTE DUE SEPTEMBER 27, 2019

                
	
                  Exhibit 3

                	
                  —

                	
                  FORM
                    OF 6.50% SERIES C SENIOR NOTE DUE SEPTEMBER 27, 2022

                
	
                  Exhibit 4

                	
                  —

                	
                  FORM
                    OF 6.79% SERIES D SENIOR NOTE DUE SEPTEMBER 27, 2027

                
	
                  Exhibit 4.4(a)

                	
                  —

                	
                  FORM
                    OF OPINION OF GENERAL COUNSEL TO THE COMPANY

                
	
                  Exhibit 4.4(b)

                	
                  —

                	
                  FORM
                    OF OPINION OF SPECIAL COUNSEL TO THE COMPANY

                
	
                  Exhibit 4.4(c)

                	
                  —

                	
                  FORM
                    OF OPINION OF SPECIAL COUNSEL TO THE
                    PURCHASERS

                


        

         

      

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

      
 

      INTERNATIONAL
        FLAVORS & FRAGRANCES INC.

      521
        W. 57TH
        STREET

      NEW
        YORK, NY 10019

      


      $250,000,000
        6.25% SERIES A SENIOR NOTES,

      DUE
        SEPTEMBER 27, 2017

       

      $100,000,000
        6.35% SERIES B SENIOR NOTES,

      DUE
        SEPTEMBER 27, 2019

       

      $50,000,000
        6.50% SERIES C SENIOR NOTES,

      DUE
        SEPTEMBER 27, 2022

       

      $100,000,000
        6.79% SERIES D SENIOR NOTES,

      DUE
        SEPTEMBER 27, 2027

       

      Dated
        as
        of

      September
        27, 2007

       

      TO
        THE
        PURCHASERS LISTED IN

      THE
        ATTACHED SCHEDULE A:

       

      Ladies
        and Gentlemen:

       

      International
        Flavors & Fragrances
        Inc., a New York corporation (the “Company”), agrees with the
        Purchasers listed in the attached Schedule A (the “Purchasers”) to
        this Note Purchase Agreement as follows:

       

      
        	
                1.

              	
                AUTHORIZATION
                  OF NOTES.

              


      

       

      The
        Company will authorize the issue
        and sale of the following Senior Notes:

       

      
        	
                Issue

              	
                Series

              	
                Aggregate
                  Principal Amount

              	
                Interest
                  Rate

              	
                Maturity
                  Date

              
	
                Senior
                  Notes

              	
                Series
                  A

              	
                $250,000,000

              	
                6.25%

              	
                September
                  27, 2017

              
	
                Senior
                  Notes

              	
                Series
                  B

              	
                $100,000,000

              	
                6.35%

              	
                September
                  27, 2019

              
	
                Senior
                  Notes

              	
                Series
                  C

              	
                $50,000,000

              	
                6.50%

              	
                September
                  27, 2022

              
	
                Senior
                  Notes

              	
                Series
                  D

              	
                $100,000,000

              	
                6.79%

              	
                September
                  27, 2027

              


      

      


      The
        Senior Notes described above are
        collectively referred to as the “Notes” (such term shall also include
        any such notes as amended, restated or otherwise modified from time to time
        and
        any such notes issued in substitution therefor pursuant to Section 13 of
        this
        Agreement).  The Series A Notes, Series B Notes, Series C Notes and
        Series D Notes shall be substantially in the form set out in Exhibit 1, Exhibit
        2, Exhibit 3 and Exhibit 4, respectively, with such changes therefrom, if
        any,
        as may be approved by the Purchasers and the Company.  Certain
        capitalized terms used in this Agreement are defined in Schedule B;
        references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a
        Schedule or an Exhibit attached to this Agreement.  The payment of the
        Notes and the performance by the Company of its obligations under this Agreement
        may, pursuant to and in accordance with the provisions of Section 9.8, be
        guaranteed by Subsidiaries of the Company.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.

              	
                SALE
                  AND PURCHASE OF NOTES.

              


      

       

      Subject
        to the terms and conditions of
        this Agreement, the Company will issue and sell to each Purchaser, and each
        Purchaser will purchase from the Company, at the Closing provided for in
        Section 3, Notes of the Series and in the principal amount specified
        opposite such Purchaser’s name in Schedule A at the purchase price of 100% of
        the principal amount thereof.  The obligations of each Purchaser
        hereunder are several and not joint obligations and each Purchaser shall
        have no
        obligation and no liability to any Person for the performance or nonperformance
        of any obligation by any other Purchaser hereunder.

       

      
        	
                3.

              	
                CLOSING.

              


      

       

      The
        sale and purchase of the Notes to
        be purchased by each Purchaser shall occur at the offices of Bingham McCutchen
        LLP, 399 Park Avenue, New York, New York at 10:00 a.m. Eastern time, at a
        closing (the “Closing”) on September 27, 2007 or on such other Business
        Day thereafter as may be agreed upon by the Company and the Purchasers (such
        date, the “Closing Date”).  On the Closing Date, the Company
        will deliver to each Purchaser the Notes to be purchased by such Purchaser
        in
        the form of a single Note (or such greater number of Notes in denominations
        of
        at least $500,000 as such Purchaser may request) of the Series purchased
        by such
        Purchaser dated the Closing Date and registered in such Purchaser’s name (or in
        the name of such Purchaser’s nominee), against delivery by such Purchaser to the
        Company or its order of immediately available funds in the amount of the
        purchase price therefor by wire transfer of immediately available funds for
        the
        account of the Company in accordance with the instructions provided by the
        Company pursuant to Section 4.10.  If, on the Closing Date, the
        Company shall fail to tender such Notes to any Purchaser as provided above
        in
        this Section 3, or any of the conditions specified in Section 4 shall
        not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall,
        at such Purchaser’s election, be relieved of all further obligations under this
        Agreement, without thereby waiving any rights such Purchaser may have by
        reason
        of such failure or such nonfulfillment.

       

      
        	
                4.

              	
                CONDITIONS
                  TO CLOSING.

              


      

       

      The
        obligation of the Company to
        deliver Notes to each Purchaser on the Closing Date is subject to the Company
        receiving the purchase price therefor.  Each Purchaser’s obligation to
        purchase and pay for the Notes to be sold to such Purchaser at the Closing
        is
        subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the
        Closing, of the following conditions:

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

          
                   4.1.           Representations
        and Warranties.

       

      The
        representations and warranties of
        the Company in this Agreement shall be correct when made and at the time
        of the
        Closing (unless stated to relate to a specific earlier date, in which case
        such
        representations and warranties shall be correct as of such earlier
        date).

       

               
              4.2.           Performance;
        No Default.

       

      The
        Company shall have performed and
        complied with all agreements and conditions contained in this Agreement required
        to be performed or complied with by the Company prior to or at the Closing,
        and
        after giving effect to the issue and sale of the Notes (and the application
        of
        the proceeds thereof as contemplated by Section 5.14), no Default or Event
        of Default shall have occurred and be continuing.  Neither the Company
        nor any Subsidiary shall have entered into any transaction since the date
        of the
        Memorandum that would have been prohibited by Section 10.4 or Section 10.6
        hereof had such Sections applied since such date.

       

                      4.3.           Compliance
        Certificates.

       

      (a)           Officer’s
        Certificate.  The Company shall have delivered to such
        Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the
        conditions specified in Sections 4.1, 4.2 and 4.9 have been
        fulfilled.

       

      (b)           Secretary’s
        Certificate.  The Company shall have delivered to such
        Purchaser a certificate, dated the Closing Date, certifying as to the
        resolutions attached thereto and other corporate proceedings relating to
        the
        authorization, execution and delivery of the Notes and this
        Agreement.

       

                 
             4.4.           Opinions
        of Counsel.

       

      Such
        Purchaser shall have received
        opinions in form and substance satisfactory to such Purchaser, dated the
        Closing
        Date (a) from Jodie Simon Friedman, Deputy General Counsel of the Company,
        covering the matters set forth in Exhibit 4.4(a) and covering such other
        matters incident to the transactions contemplated hereby as such Purchaser
        or
        its counsel may reasonably request (and the Company hereby instructs its
        counsel
        to deliver such opinion to the Purchasers), (b) from Cravath, Swaine &
Moore LLP, special counsel for the Company, covering the matters set forth
        in
        Exhibit 4.4(b) and covering such other matters incident to the transactions
        contemplated hereby as such Purchaser or its counsel may reasonably request
        (and
        the Company hereby instructs its counsel to deliver such opinion to the
        Purchasers), and (c) from Bingham McCutchen LLP, the Purchasers’ special
        counsel in connection with such transactions, substantially in the form set
        forth in Exhibit 4.4(c) and covering such other matters incident to such
        transactions as such Purchaser may reasonably request.

       

           
                   4.5.           Purchase
        Permitted By Applicable Law, Etc.

       

      On
        the Closing Date such Purchaser’s
        purchase of Notes shall (a) be permitted by the laws and regulations of
        each jurisdiction to which such Purchaser is subject, without recourse to
        provisions (such as section 1405(a)(8) of the New York Insurance Law)
        permitting limited investments by insurance companies without restriction
        as to
        the character of the particular investment, (b) not violate any applicable
        law or regulation (including, without limitation, Regulation T, U or X of
        the Board of Governors of the Federal Reserve System) and (c) not subject
        such Purchaser to any tax, penalty or liability under or pursuant to any
        applicable law or regulation, which law or regulation was not in effect on
        the
        date hereof.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

          
                   4.6.           Sale
        of Other Notes.

       

      Contemporaneously
        with the Closing the
        Company shall sell to each other Purchaser and each other Purchaser shall
        purchase the Notes to be purchased by it at the Closing as specified in
        Schedule A.

       

               
              4.7.           Payment
        of Special Counsel Fees.

       

      Without
        limiting the provisions of
        Section 15.1, the Company shall have paid on or before the Closing Date,
        the reasonable fees, reasonable charges and reasonable disbursements of the
        Purchasers’ special counsel referred to in Section 4.4 to the extent
        reflected in a statement of such counsel rendered to the Company at least
        one
        Business Day prior to the Closing Date.

       

                    
         4.8.           Private
        Placement Number.

       

      A
        Private Placement Number issued by
        Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities
        Valuation Office of the National Association of Insurance Commissioners)
        shall
        have been obtained for each Series of Notes.

       

          
                   4.9.           Changes
        in Corporate Structure.

       

      The
        Company shall not have changed its
        jurisdiction of incorporation or, except as reflected in Schedule 4.9, been
        a
        party to any merger or consolidation, or succeeded to all or any substantial
        part of the liabilities of any other entity, at any time following the date
        of
        the most recent financial statements referred to in Schedule 5.5.

       

                
              4.10.        Funding
        Instructions.

       

      At
        least two Business Days prior to the
        Closing Date, each Purchaser shall have received written instructions from
        the
        Company including (i) the name and address of the transferee bank,
        (ii) such transferee bank’s ABA number and (iii) the account name and
        number into which the purchase price for such Purchaser’s Notes is to be
        deposited.

       

                     
        4.11.         Proceedings
        and Documents.

       

      All
        corporate and other proceedings in
        connection with the transactions contemplated by this Agreement and all
        documents and instruments incident to such transactions shall be satisfactory
        to
        such Purchaser and its special counsel, and such Purchaser and its special
        counsel shall have received all such counterpart originals or certified or
        other
        copies of such documents as such Purchaser or such special counsel may
        reasonably request.

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                5.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE
                  COMPANY.

              


      

       

      The
        Company represents and warrants to
        each Purchaser that:

       

          
                   5.1.           Organization;
        Power and Authority.

       

      The
        Company is a corporation duly
        organized, validly existing and in good standing under the laws of its
        jurisdiction of incorporation, and is duly qualified as a foreign corporation
        and is in good standing in each jurisdiction in which such qualification
        is
        required by law, other than those jurisdictions as to which the failure to
        be so
        qualified or in good standing would not, individually or in the aggregate,
        reasonably be expected to have a Material Adverse Effect.  The Company
        has the corporate power and authority to own or hold under lease the properties
        it purports to own or hold under lease, to transact the business it transacts
        and proposes to transact, to execute and deliver this Agreement and the Notes
        and to perform the provisions hereof and thereof.

       

          
                   5.2.           Authorization,
        Etc.

       

      This
        Agreement and the Notes have been
        duly authorized by all necessary corporate action on the part of the Company,
        and this Agreement constitutes, and upon execution and delivery thereof each
        such Note will constitute, a legal, valid and binding obligation of the Company
        enforceable against the Company in accordance with its terms, except as such
        enforceability may be limited by (i) applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws affecting the enforcement
        of
        creditors’ rights generally and (ii) general principles of equity
        (regardless of whether such enforceability is considered in  a
        proceeding in equity or at law).

       

               
              5.3.           Disclosure.

       

      The
        Company, through its agent,
        Citigroup Global Markets Inc., has delivered to each Purchaser a copy of
        a
        Private Placement Memorandum, dated September, 2007 (the “Memorandum”),
        relating to the transactions contemplated hereby.  The Memorandum
        fairly describes, in all material respects, the general nature of the business
        and principal properties of the Company and its Subsidiaries.  This
        Agreement, the Memorandum, the documents, certificates or other writings
        delivered to the Purchasers by or on behalf of the Company pursuant to this
        Agreement and the financial statements listed in Schedule 5.5 (this
        Agreement, the Memorandum and such documents, certificates or other writings
        and
        such financial statements being referred to, collectively, as the
“Disclosure Documents”), taken as a whole, do not contain any untrue
        statement of  a material fact or omit to state any material fact
        necessary to make the statements therein not misleading in light of the
        circumstances under which they were made.  Except as disclosed in the
        Disclosure Documents, since December 31, 2006, there has been no change in
        the
        financial condition, operations, business or properties of the Company or
        any of
        its Subsidiaries except changes that individually or in the aggregate would
        not
        reasonably be expected to have a Material Adverse Effect.  There is no
        fact known to the Company that would reasonably be expected to have a Material
        Adverse Effect that has not been set forth herein or in the Disclosure
        Documents.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

                      5.4.           Organization
        and Ownership of Shares of Subsidiaries; Affiliates.

       

      (a)           Schedule 5.4
        contains (except as noted therein) complete and correct lists (i) of the
        Company’s Material Subsidiaries, showing, as to each Material Subsidiary, the
        correct name thereof, the jurisdiction of its organization, and the percentage
        of shares of each class of its capital stock or similar equity interests
        outstanding owned by the Company and each other Material Subsidiary,
        (ii) of the Company’s Affiliates, other than Subsidiaries, and
        (iii) of the Company’s directors and senior officers.

       

      (b)           All
        of the outstanding shares of capital stock or similar equity interests of
        each
        Material Subsidiary shown in Schedule 5.4 as being owned by the Company and
        its Material Subsidiaries have been validly issued, are fully paid and
        nonassessable and are owned by the Company or another Subsidiary free and
        clear
        of any Lien (except as otherwise disclosed in Schedule 5.4).

       

      (c)           Each
        Material Subsidiary identified in Schedule 5.4 is a corporation or other
        legal entity duly organized, validly existing and in good standing under
        the
        laws of its jurisdiction of organization, and is duly qualified as a foreign
        corporation or other legal entity and is in good standing in each jurisdiction
        in which such qualification is required by law, other than those jurisdictions
        as to which the failure to be so qualified or in good standing would not,
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect.  Each such Material Subsidiary has the corporate or
        other power and authority to own or hold under lease the properties it purports
        to own or hold under lease and to transact the business it transacts and
        proposes to transact.

       

      (d)           No
        Material Subsidiary is a party to, or otherwise subject to, any legal
        restriction or any agreement (other than this Agreement, the agreements listed
        on Schedule 5.4 and customary limitations imposed by corporate law
        statutes) restricting the ability of such Material Subsidiary to pay dividends
        out of profits or make any other similar distributions of profits to the
        Company
        or any of its Material Subsidiaries that owns outstanding shares of capital
        stock or similar equity interests of such Material Subsidiary.

       

          
                   5.5.           Financial
        Statements; Material Liabilities.

       

      The
        Company has furnished to each
        Purchaser copies of the financial statements of the Company and its Subsidiaries
        listed on Schedule 5.5.  All of said financial statements
        (including in each case the related schedules and notes) fairly present in
        all
        material respects the consolidated financial position of the Company and
        its
        Subsidiaries as of the respective dates specified in such Schedule and the
        consolidated results of their operations and cash flows for the respective
        periods so specified and have been prepared in accordance with GAAP consistently
        applied throughout the periods involved except as set forth in the notes
        thereto
        (subject, in the case of any interim financial statements, to normal year-end
        adjustments and the absence of footnotes).

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

                      5.6.           Compliance
        with Laws, Other Instruments, Etc.

       

      The
        execution, delivery and performance
        by the Company of this Agreement and the Notes will not (a) contravene,
        result in any breach of, or constitute a default under, or result in the
        creation of any Lien in respect of any property of the Company or any Subsidiary
        under (i), any indenture, mortgage, deed of trust, loan, purchase or credit
        agreement, lease, or any other agreement or instrument to which the Company
        or
        any Subsidiary is bound or by which the Company or any Subsidiary or any
        of
        their respective properties may be bound or affected except as would not
        reasonably be expected to have a Material Adverse Effect or (ii) any corporate
        charter or by-laws, (b) conflict with or result in a breach of any of the
        terms, conditions or provisions of any order, judgment, decree, or ruling
        of any
        court, arbitrator or Governmental Authority applicable to the Company or
        any
        Subsidiary except for such conflicts or breaches as would not reasonably
        be
        expected to have a Material Adverse Effect, or (c) violate any provision of
        any statute or other rule or regulation of any Governmental Authority
        applicable to the Company or any Subsidiary, except for such violations as
        would
        not reasonably be expected to have a Material Adverse Effect.

       

          
                   5.7.           Governmental
        Authorizations, Etc.

       

      No
        consent, approval or authorization
        of, or registration, filing or declaration with, any Governmental Authority
        is
        required in connection with the execution, delivery or performance by the
        Company of this Agreement or the Notes except for any such consent, approval,
        authorization, registration, filing or declaration the failure to obtain
        or make
        which would not reasonably be expected to have a Material Adverse
        Effect.

       

                
              5.8.           Litigation;
        Observance of Agreements, Statutes and Orders.

       

      (a)           Except
        as set forth in Schedule 5.8, there are no actions, suits or proceedings
        pending
        or, to the knowledge of the Company, threatened, nor, to the knowledge of
        the
        Company, are there any investigations pending or threatened, in each case
        against or affecting the Company or any Subsidiary or any property of the
        Company or any Subsidiary in any court or before any arbitrator of any kind
        or
        before or by any Governmental Authority that, individually or in the aggregate,
        would reasonably be expected to have a Material Adverse Effect.

       

      (b)           Neither
        the Company nor any Subsidiary is in default under any term of any agreement
        or
        instrument to which it is a party or by which it is bound, or any order,
        judgment, decree or ruling of any court, arbitrator or Governmental Authority
        or
        is in violation of any applicable law, ordinance, rule or regulation (including
        without limitation Environmental Laws or the USA Patriot Act) of any
        Governmental Authority, which default or violation, individually or in the
        aggregate, would reasonably be expected to have a Material Adverse
        Effect.

       

                     
        5.9.           Taxes.

       

      The
        Company and its Subsidiaries have
        filed all tax returns that are required to have been filed in any jurisdiction,
        and have paid all taxes shown to be due and payable on such returns and all
        other taxes and assessments levied upon them, to the extent such taxes and
        assessments have become due and payable and before they have become delinquent,
        except for any taxes and assessments (a) the failure to pay which would
        not, individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect or (b) the amount, applicability or validity of which is
        currently being contested in good faith by appropriate proceedings and with
        respect to which the Company or a Subsidiary, as the case may be, has
        established adequate reserves in accordance with GAAP.  The Company
        knows of no basis for any other tax or assessment that would reasonably be
        expected to have a Material Adverse Effect.  The charges, accruals and
        reserves on the books of the Company and its Subsidiaries in respect of federal,
        state or other taxes for all fiscal periods are adequate.  The federal
        income tax liabilities of the Company and its Subsidiaries have been finally
        determined (whether by reason of completed audits or the statute of limitations
        having run) for all fiscal years up to and including the fiscal year ended
        December 31, 2001.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

          
                   5.10.         Title
        to Property; Leases.

       

      The
        Company and its Subsidiaries have
        good title to their respective properties that individually or in the aggregate
        are Material, including all such properties reflected in the most recent
        audited
        balance sheet referred to in Section 5.5 or purported to have been acquired
        by the Company or any Subsidiary after said date (except as sold or otherwise
        disposed of in the ordinary course of business), in each case free and clear
        of
        Liens prohibited by this Agreement.  All leases that individually or
        in the aggregate are Material are valid and subsisting and are in full force
        and
        effect in all material respects.

       

          
                    5.11.         Licenses,
        Permits, Etc.

       

       Except
        as disclosed in
        Schedule 5.11:

       

      (a)           the
        Company and its Subsidiaries own or possess all licenses, permits, franchises,
        authorizations, patents, copyrights, proprietary software, service marks,
        trademarks and trade names, or rights thereto, that individually or in the
        aggregate are Material, without known Material conflict with the rights of
        others;

       

      (b)           to
        the best knowledge of the Company, no product of the Company or any of its
        Subsidiaries infringes in any Material respect any license, permit, franchise,
        authorization, patent, copyright, proprietary software, service mark, trademark,
        trade name or other right owned by any other Person; and

       

      (c)           to
        the best knowledge of the Company, there is no Material violation by any
        Person
        of any right of the Company or any of its Subsidiaries with respect to any
        patent, copyright, proprietary software, service mark, trademark, trade name
        or
        other right owned or used by the Company or any of its
        Subsidiaries.

       

           
                   5.12.        Compliance
        with ERISA.

       

      (a)           The
        Company and each ERISA Affiliate have operated and administered each Plan
        in
        compliance with all applicable laws except for such instances of noncompliance
        as do not currently constitute and would not reasonably be expected to result
        in
        a Material Adverse Effect.  Other than obligations to employees and
        retirees under defined benefit plans, if any, neither the Company nor any
        ERISA
        Affiliate has incurred any liability pursuant to Title I or IV of ERISA or
        the penalty or excise tax provisions of the Code relating to employee benefit
        plans (as defined in section 3 of ERISA), and no event, transaction or
        condition has occurred or exists that would reasonably be expected to result
        in
        the incurrence of any such liability by the Company or any ERISA Affiliate,
        or
        in the imposition of any Lien on any of the rights, properties or assets
        of the
        Company or any ERISA Affiliate, in either case pursuant to Title I or IV of
        ERISA or to such penalty or excise tax provisions or to section 401(a)(29)
        or 412 of the Code or section 4068 of ERISA, other than such liabilities
        or
        Liens as would not, individually or in the aggregate, reasonably be expected
        to
        result in a Material Adverse Effect.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (b)           The
        Company and its ERISA Affiliates have not incurred any withdrawal liabilities
        (and are not subject to contingent withdrawal liabilities) under
        section 4201 or 4204 of ERISA in respect of Multiemployer Plans that would,
        individually or in the aggregate, reasonably be expected to result in a Material
        Adverse Effect.

       

      (c)           The
        execution and delivery of this Agreement and the issuance and sale of the
        Notes
        hereunder will not involve any transaction that is subject to the prohibitions
        of Section 406 of ERISA or in connection with which a tax would be imposed
        pursuant to Section 4975(c)(1)(A)-(D) of the Code.  The
        representation by the Company in the first sentence of this Section 5.12(c)
        is made in reliance upon and subject to the accuracy of each Purchaser’s
        representation in Section 6.3 as to the sources of the funds to be used to
        pay the purchase price of the Notes to be purchased by such
        Purchaser.

       

                       5.13.        Private
        Offering by the Company.

       

       
Neither
        the Company nor anyone
        acting on the Company’s behalf has offered the Notes or any similar securities
        for sale to, or solicited any offer to buy any of the same from, or otherwise
        approached or negotiated in respect thereof with, any Person other than the
        Purchasers and not more than 60 other accredited investors (as defined in
        Section 6.2), each of which has been offered the Notes in connection with
        a
        private sale for investment.  Neither the Company nor anyone acting on
        its behalf has taken, or will take, any action that would subject the issuance
        or sale of the Notes to the registration requirements of Section 5 of the
        Securities Act or to the registration requirements of any securities or blue
        sky
        laws of any applicable jurisdiction.

       

                       5.14.        Use
        of Proceeds; Margin Regulations.

       

       The
        Company intends to use the
        proceeds of the sale of the Notes to repurchase the Company common stock
        via an
        accelerated share repurchase program.  Margin stock does not
        constitute more than 25% of the value of the consolidated assets of the Company
        and its Subsidiaries and, after giving effect to the transactions contemplated
        by the use of proceeds described in the first sentence of this Section 5.14,
        margin stock will not constitute more than 25% of the value of such
        assets.  As used in this Section, the term “margin stock”
        shall have the meaning assigned to it in Regulation U of the Board of
        Governors of the Federal Reserve System (12 CFR 221).

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       
            
           5.15.       Existing
        Debt; Future Liens.

       

      (a)           Except
        as described therein, Schedule 5.15 sets forth a complete and correct list
        of all outstanding items of Debt of the Company and its Subsidiaries as of
        August 24, 2007 in excess of $15,000,000, since which date there has been
        no
        Material change in the amounts, interest rates, sinking funds, installment
        payments or maturities of the Debt of the Company or its
        Subsidiaries.  Neither the Company nor any Subsidiary is in default
        and no waiver of default is currently in effect, in the payment of any principal
        or interest on the Debt of the Company and its Subsidiaries described on
        Schedule 5.15, and no event or condition exists with respect to such Debt
        of the
        Company or any Subsidiary that would permit (or that with notice or the lapse
        of
        time, or both, would permit) one or more Persons to cause such Debt to become
        due and payable before its stated maturity or before its regularly scheduled
        dates of payment.

       

      (b)           Neither
        the Company nor any Subsidiary is a party to, or otherwise subject to any
        provision contained in, any instrument evidencing Debt of the Company or
        such
        Subsidiary described in Schedule 5.15, any agreement relating thereto or
        any
        other agreement (including, but not limited to, its charter or other
        organizational document) which limits the amount of, or otherwise imposes
        restrictions on the incurring of, Debt of the Company, except as specifically
        indicated in Schedule 5.15.

       

           
                   
5.16.       Foreign
        Assets Control Regulations, Etc.

       

      (a)           Neither
        the sale of the Notes by the Company hereunder nor its use of the proceeds
        thereof will violate the Trading with the Enemy Act, as amended, or any of
        the
        foreign assets control regulations of the United States Treasury Department
        (31
        CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
        executive order relating thereto.

       

      (b)           Neither
        the Company nor any Subsidiary is a Person described or designated in the
        Specially Designated Nationals and Blocked Persons List of the Office of
        Foreign
        Assets Control or in Section 1 of the Anti-Terrorism Order or, to the
        knowledge of the Company, engages in any dealings or transactions with any
        such
        Person.  The Company and its Subsidiaries are in compliance, in all
        material respects, with the USA Patriot Act.

       

      (c)           No
        part of the proceeds from the sale of the Notes hereunder will be used, directly
        or indirectly, for any payments to any governmental official or employee,
        political party, official of a political party, candidate for political office,
        or anyone else acting in an official capacity, in order to obtain, retain
        or
        direct business or obtain any improper advantage, in violation of the United
        States Foreign Corrupt Practices Act of 1977, as amended, assuming in all
        cases
        that such Act applies to the Company.

       

            
                   5.17.       Status
        under Certain Statutes.

       

       Neither
        the Company nor any
        Subsidiary is an “investment company” registered or required to be registered
        under the Investment Company Act of 1940, as amended, or is subject to
        regulation under the Federal Power Act, as amended.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

                       5.18.        Environmental
        Matters.

       

       
Except
        as set forth in Schedule
        5.18:

       

      (a)           neither
        the Company nor any Subsidiary has knowledge of any liability or has received
        any notice of any liability, and no proceeding has been instituted raising
        any
        liability against the Company or any of its Subsidiaries or any of their
        respective real properties now or formerly owned, leased or operated by any
        of
        them, or other assets, alleging any damage to the environment or violation
        of
        any Environmental Laws, except, in each case, such as would not reasonably
        be
        expected to result in a Material Adverse Effect;

       

      (b)           neither
        the Company nor any Subsidiary has knowledge of any facts which would give
        rise
        to any liability, public or private, of violation of Environmental Laws or
        damage to the environment emanating from, occurring on or in any way related
        to
        real properties now or formerly owned, leased or operated by any of them
        or to
        other assets or their use, except, in each case, such as would not reasonably
        be
        expected to result in a Material Adverse Effect;

       

      (c)           neither
        the Company nor any of its Subsidiaries has stored any Hazardous Materials
        on
        real properties now or formerly owned, leased or operated by any of them
        or has
        disposed of any Hazardous Materials in each case in a manner contrary to
        any
        Environmental Laws in each case in any manner that would reasonably be expected
        to result in a Material Adverse Effect; and

       

      (d)           all
        buildings on all real properties now owned, leased or operated by the Company
        or
        any of its Subsidiaries are in compliance with applicable Environmental Laws,
        except where failure to comply would not reasonably be expected to result
        in a
        Material Adverse Effect.

       

                       
        5.19.       Notes
        Rank Pari Passu.

       

       
The
        obligations of the Company
        under this Agreement and the Notes rank pari passu in right of payment
        with all other senior unsecured Debt (actual or contingent) of the Company,
        including, without limitation, all senior unsecured Debt of the Company
        described in Schedule 5.15 hereto.

       

                  
             5.20.       Solvency.

       

       
Each
        of the Company and its
        Subsidiaries (both before and after giving effect to the transactions
        contemplated by this Agreement ) (a) is solvent, (b) has assets having a
        fair
        value in excess of its liabilities, (c) has assets having a fair value in
        excess
        of the amount required to pay its liabilities on its debts as they become
        due
        and matured, and (d) has, and expects to continue to have, adequate capital
        for
        the conduct of its business.  In computing the amount of contingent
        and unliquidated liabilities at any time, such liabilities will be computed
        as
        the amount which, in light of all the facts and circumstances existing at
        such
        time, represents the amount that is probable to become an absolute and matured
        liability.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      
        	
                6.

              	
                REPRESENTATIONS
                  OF THE PURCHASER.

              


      

       

            
                   6.1.         Purchase
        for Investment.

       

      (a)           Each
        Purchaser severally represents that it is purchasing the Notes for its own
        account or for one or more separate accounts maintained by it or for the
        account
        of one or more pension or trust funds that are “accredited investors” (as
        defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
        Act), in each case for which it manages some or all of the investments thereof,
        for investment, and not with a view to the distribution thereof within the
        meaning of the Securities Act, provided that the disposition of such
        Purchaser’s or such pension or trust funds’ property shall at all times be
        within such Purchaser’s or such pension or trust funds’ control.  Each
        Purchaser understands that the Notes have not been registered under the
        Securities Act and may be resold only if registered pursuant to the provisions
        of the Securities Act or if an exemption from registration is available,
        and
        that the Company is not required to register the Notes.

       

      (b)           Each
        Purchaser agrees to the imprinting, so long as required by law, of a legend
        on
        the Notes to the following effect:

       

      “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.”

       

            
                   6.2.         Accredited
        Investor.

       

       
Each
        Purchaser represents that
        it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of
        Regulation D under the Securities Act) acting for its own account (and not
        for
        the account of others) or as a fiduciary or agent for others (which others
        are
        also “accredited investors”).  Each Purchaser further represents that
        such Purchaser has had the opportunity to ask questions of the Company and
        received answers concerning the terms and conditions of the sale of the
        Notes.  The financial position of each Purchaser is such that it can
        afford to bear the economic risk of holding the Notes.  Each Purchaser
        can afford to suffer the complete loss of its investment in the
        Notes.  The knowledge and experience of each Purchaser in financial
        and business matters is such that it is capable of evaluating the risks of
        the
        investment in the Notes.  Each Purchaser acknowledges that no
        representations, express or implied, are being made with respect to the Company
        or the Subsidiaries, the Notes or otherwise, other than those expressly set
        forth herein or contemplated hereby.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

                       6.3.          Source
        of Funds.

       

       
Each
        Purchaser severally
        represents that at least one of the following statements is an accurate
        representation as to each source of funds (a “Source”) to be used by
        such Purchaser to pay the purchase price of the Notes to be purchased by
        such
        Purchaser hereunder:

       

      (a)           the
        Source is an “insurance company general account” (as the term is defined in the
        United States Department of Labor’s Prohibited Transaction Exemption
        (“PTE”) 95-60) in respect of which the reserves and liabilities (as
        defined by the annual statement for life insurance companies approved by
        the
        National Association of Insurance Commissioners (the “NAIC Annual
        Statement”)) for the general account contract(s) held by or on behalf of
        any employee benefit plan together with the amount of the reserves and
        liabilities for the general account contract(s) held by or on behalf of any
        other employee benefit plans maintained by the same employer (or affiliate
        thereof as defined in PTE 95-60) or by the same employee organization in
        the
        general account do not exceed 10% of the total reserves and liabilities of
        the
        general account (exclusive of separate account liabilities) plus surplus
        as set
        forth in the NAIC Annual Statement filed with such Purchaser’s state of
        domicile; or

       

      (b)           the
        Source is a separate account that is maintained solely in connection with
        such
        Purchaser’s fixed contractual obligations under which the amounts payable, or
        credited, to any employee benefit plan (or its related trust) that has any
        interest in such separate account (or to any participant or beneficiary of
        such
        plan (including any annuitant)) are not affected in any manner by the investment
        performance of the separate account; or

       

      (c)           the
        Source is either (i) an insurance company pooled separate account, within
        the
        meaning of PTE 90-1 or (ii) a bank collective investment fund, within the
        meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the
        Company in writing pursuant to this clause (c), no employee benefit plan
        or
        group of plans maintained by the same employer or employee organization
        beneficially owns more than 10% of all assets allocated to such pooled separate
        account or collective investment fund; or

       

      (d)           the
        Source constitutes assets of an “investment fund” (within the meaning of Part V
        of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified
        professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM
        Exemption), no employee benefit plan’s assets that are included in such
        investment fund, when combined with the assets of all other employee benefit
        plans established or maintained by the same employer or by an affiliate (within
        the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or
        by the
        same employee organization and managed by such QPAM, exceed 20% of the total
        client assets managed by such QPAM, the conditions of Part I(c) and (g) of
        the
        QPAM Exemption are satisfied, neither the QPAM nor a person controlling or
        controlled by the QPAM (applying the definition of “control” in Section V(e) of
        the QPAM Exemption) owns a 5% or more interest in the Company and (i) the
        identity of such QPAM and (ii) the names of all employee benefit plans whose
        assets are included in such investment fund have been disclosed to the Company
        in writing pursuant to this clause (d); or

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (e)           the
        Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
        PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset
        manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the
        conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied,
        neither the INHAM nor a person controlling or controlled by the INHAM (applying
        the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5%
        or more interest in the Company and (i) the identity of such INHAM and (ii)
        the
        name(s) of the employee benefit plan(s) whose assets constitute the Source
        have
        been disclosed to the Company in writing pursuant to this clause (e);
        or

       

      (f)           the
        Source is a governmental plan; or

       

      (g)           the
        Source is one or more employee benefit plans, or a separate account or trust
        fund comprised of one or more employee benefit plans, each of which has
        previously been identified to the Company in writing pursuant to this clause
        (g); or

       

      (h)           the
        Source does not include assets of any employee benefit plan, other than a
        plan
        exempt from the coverage of ERISA.

       

       

      As
        used
        in this Section 6.3, the terms “employee benefit plan,” “governmental
        plan,” and “separate account” shall have the respective meanings
        assigned to such terms in section 3 of ERISA.

       

      
        	
                7.

              	
                INFORMATION
                  AS TO COMPANY.

              


      

       

           
                   7.1.          Financial
        and Business Information.

       

       The
        Company shall deliver to each
        holder of Notes that is an Institutional Investor:

       

      (a)           Quarterly
        Statements -- within 60 days after the end of each quarterly fiscal period
        in each fiscal year of the Company (other than the last quarterly fiscal
        period
        of each such fiscal year),

       

      (i)           an
        unaudited consolidated balance sheet of the Company and its Subsidiaries
        as at
        the end of such quarter, and

       

      (ii)           unaudited
        consolidated statements of income, shareholders’ equity and cash flows of the
        Company and its Subsidiaries, for such quarter and (in the case of the second
        and third quarters) for the portion of the fiscal year ending with such
        quarter,

       

       

      setting
        forth in each case in comparative form the figures for the corresponding
        periods
        in the previous fiscal year, all in reasonable detail, prepared in accordance
        with GAAP applicable to quarterly financial statements generally, and certified
        by a Senior Financial Officer as fairly presenting, in all material respects,
        the financial position of the companies being reported on and their results
        of
        operations and cash flows, subject to changes resulting from year-end
        adjustments, provided that the posting through an Electronic
        Distribution Service (and the sending of a notification of such posting via
        email to each holder of Notes that is an Institutional Investor) within the
        time
        period specified above of the Company’s Quarterly Report on Form 10-Q
        prepared in compliance with the requirements therefor shall be deemed to
        satisfy
        the requirements of this Section 7.1(a);

       

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (b)           Annual
        Statements -- within 105 days after the end of each fiscal year of the
        Company,

       

      (i)           a
        consolidated balance sheet of the Company and its Subsidiaries, as at the
        end of
        such year, and

       

      (ii)           consolidated
        statements of income, shareholders’ equity and cash flows of the Company and its
        Subsidiaries for such year,

       

       

      setting
        forth in each case in comparative form the figures for the previous fiscal
        year,
        all in reasonable detail, prepared in accordance with GAAP, and accompanied
        by
        an opinion thereon of independent certified public accountants of recognized
        national standing, which opinion shall state that such financial statements
        present fairly, in all material respects, the financial position of the
        companies being reported upon and their results of operations and cash flows
        and
        have been prepared in conformity with GAAP, and that the examination of such
        accountants in connection with such financial statements has been made in
        accordance with the standards of the Public Company Accounting Oversight
        Board,
        and that such audit provides a reasonable basis for such opinion in the
        circumstances, provided that the posting through an Electronic
        Distribution Service (and the sending of a notification of such posting via
        email to each holder of Notes that is an Institutional Investor) within the
        time
        period specified above of the Company’s Annual Report on Form 10-K for such
        fiscal year prepared in accordance with the requirements therefor shall be
        deemed to satisfy the requirements of this Section 7.1(b);

       

      (c)           SEC
        and Other Reports -- except for filings referred to in Section 7.1(a)
        and (b) above, promptly upon their becoming available and, to the extent
        applicable, the Company will make the following items available to each holder
        of Notes that is an Institutional Investor by posting the same through an
        Electronic Distribution Service (and sending a notification of such posting
        via
        email to each such Institutional Investor): (i) each financial statement,
        report, notice or proxy statement sent by the Company or any Subsidiary to
        public securities holders generally, and (ii) each regular or periodic
        report, each registration statement (without exhibits except as expressly
        requested by such holder), and each prospectus and all amendments thereto
        filed
        by the Company or any Subsidiary with the Securities and Exchange Commission
        and
        of all press releases and other statements made available generally by the
        Company or any Subsidiary to the public concerning developments that are
        Material and (iii) the Company’s annual report to shareholders, if any, prepared
        pursuant to Rule 14a-3 under the Exchange Act;

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (d)           Notice
        of Default or Event of Default -- promptly, and in any event within five
        Business Days after a Senior Financial Officer becomes aware of the existence
        of
        any Default or Event of Default or that any Person has given any notice or
        taken
        any action with respect to a claimed Default hereunder or that any Person
        has
        given any notice or taken any action with respect to a claimed default of
        the
        type referred to in Section 11(f), a written notice specifying the nature
        and period of existence thereof and what action the Company is taking or
        proposes to take with respect thereto;

       

      (e)           ERISA
        Matters -- at any time that the Company is not a reporting company under the
        Exchange Act, promptly, and in any event within five Business Days after
        a
        Responsible Officer becomes aware of any of the following, a written notice
        setting forth the nature thereof and the action, if any, that the Company
        or an
        ERISA Affiliate proposes to take with respect thereto:

       

      (i)           with
        respect to any Plan, any reportable event, as defined
        in  Section 4043(c) of ERISA and the regulations thereunder, for
        which notice thereof has not been waived pursuant to such regulations as
        in
        effect on the date thereof; or

       

      (ii)           the
        taking by the PBGC of steps to institute, or the threatening by the PBGC
        of the
        institution of, proceedings under Section 4042 of ERISA for the termination
        of, or the appointment of a trustee to administer, any Plan, or the receipt
        by
        the Company or any ERISA Affiliate of a notice from a Multiemployer Plan
        that
        such action has been taken by the PBGC with respect to such Multiemployer
        Plan;
        or

       

      (iii)           any
        event, transaction or condition that would result in the incurrence of any
        liability by the Company or any ERISA Affiliate pursuant to Title I or IV
        of ERISA or the imposition of a penalty or excise tax under the provisions
        of
        the Code relating to employee benefit plans, or the imposition of any Lien
        on
        any of the rights, properties or assets of the Company or any ERISA Affiliate
        pursuant to Title I or IV of ERISA or such penalty or excise tax
        provisions, if such liability or Lien, taken together with any other such
        liabilities or Liens then existing, would reasonably be expected to have
        a
        Material Adverse Effect;

       

      (f)           Notices
        from Governmental Authority -- at any time that the Company is not a
        reporting company under the Exchange Act, promptly, and in any event within
        30
        days of receipt thereof, copies of any notice to the Company or any Subsidiary
        from any federal or state Governmental Authority relating to any order, ruling,
        statute or other law or regulation that would reasonably be expected to have
        a
        Material Adverse Effect; and

       

      (g)           Requested
        Information -- with reasonable promptness, such other data and information
        relating to the business, operations, affairs, financial condition, assets
        or
        properties of the Company or any of its Subsidiaries to the extent relating
        to
        the ability of the Company to perform its obligations hereunder and under
        the
        Notes as from time to time may be reasonably requested by any holder of Notes
        that is an Institutional Investor or such information regarding the Company
        required to satisfy the requirements of 17 C.F.R. §230.144A, as amended
        from time to time, in connection with any contemplated transfer of the Notes;
        provided, that nothing in this Section 7.1(g) shall obligate the
        Company or any Subsidiary to disclose to any such Institutional Investor
        information the disclosure of which would (i) be a violation of any applicable
        law, statute or regulation of any Governmental Authority applicable to the
        Company or Subsidiary disclosing such information or (ii) be a breach of
        any
        contractual agreement (other than any such agreement entered into in
        contemplation of this subclause (ii) or any request for information under
        Section 7.1(g)) regarding confidentiality of information to which the Company
        or
        Subsidiary disclosing such information is a party; provided, further
that the Company agrees to work with each such Institutional Investor
        and
        any prospective transferee of it Notes with respect to any request for
        information under this Section 7.1(g), in good faith, to attempt to resolve
        any
        impediment to such disclosure raised by clause (i) or clause (ii)
        hereof.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

                       7.2.          Officer’s
        Certificate; Reconciliation upon Change in GAAP.

       

       
Together
        with each set of
        financial statements made available to a holder of Notes that is an
        Institutional Investor in accordance with Section 7.1(a) or
        Section 7.1(b) hereof, the Company shall make available to such holder (in
        the same manner in which such financial statements were made available to
        such
        holder or as otherwise provided for the giving of notices in Section
        18):

       

      (a)           a
        certificate of a Senior Financial Officer setting forth:

       

      (i)           Covenant
        Compliance -- the information required in order to establish whether the
        Company was in compliance with the requirements of Section 10.1 through
        Section 10.4 hereof, inclusive, during the quarterly or annual period
        covered by the statements then being furnished (including with respect to
        each
        such Section, where applicable, the calculations of the maximum or minimum
        amount, ratio or percentage, as the case may be, permissible under the terms
        of
        such Sections, and the calculation of the amount, ratio or percentage then
        in
        existence); and

       

      (ii)           Event
        of Default -- a statement that such officer has reviewed the relevant terms
        hereof and such review shall not have disclosed the existence during the
        quarterly or annual period covered by the statements then being furnished
        of any
        condition or event that constitutes a Default or an Event of Default or,
        if any
        such condition or event existed or exists, specifying the nature and period
        of
        existence thereof and what action the Company shall have taken or proposes
        to
        take with respect thereto; and

       

      (b)           a
        reconciliation reflecting the effect on such financial statements of using
        GAAP
        as in effect immediately prior to any change in GAAP referred to in the proviso
        to the definition of “GAAP”.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

           
                   7.3.          Visitation.

       

       The
        Company shall permit the
        representatives of each holder of Notes that is an Institutional
        Investor:

       

      (a)           No
        Default -- if no Default or Event of Default then exists, at the expense of
        such holder, upon at least 10 days prior written notice to the Company and
        not
        more than once in each fiscal year of the Company, to visit the principal
        executive office of the Company, to discuss the affairs, finances and accounts
        of the Company and its Subsidiaries with the Company’s officers, and (with the
        consent of the Company, which consent will not be unreasonably withheld)
        its
        independent public accountants (in the presence of an officer of the Company,
        if
        requested by the Company), and (with the consent of the Company, which consent
        will not be unreasonably withheld) to visit the other offices and properties
        of
        the Company and each Subsidiary, all such visitations and discussions to
        occur
        during normal business hours; and

       

      (b)           Default
        -- if a Default or Event of Default then exists, at the expense of the Company,
        to visit and inspect any of the offices or properties of the Company or any
        Subsidiary, to examine all their respective books of account, records, reports
        and other papers, to make copies and extracts therefrom, and to discuss their
        respective affairs, finances and accounts with their respective officers
        and
        independent public accountants (and by this provision the Company authorizes
        said accountants to discuss the affairs, finances and accounts of the Company
        and its Subsidiaries), all at such times and as often as may be
        requested.

       

      
        	
                8.

              	
                PAYMENT
                  OF THE NOTES.

              


      

       

                       8.1.          Payment
        at Maturity.

       

      (a)           The
        entire unpaid principal amount of the Series A Notes shall become due and
        payable on September 27, 2017.

       

      (b)           The
        entire unpaid principal amount of the Series B Notes shall become due and
        payable on September 27, 2019.

       

      (c)           The
        entire unpaid principal amount of the Series C Notes shall become due and
        payable on September 27, 2022.

       

      (d)           The
        entire unpaid principal amount of the Series D Notes shall become due and
        payable on September 27, 2027.

       

            
                   8.2.   
     Optional Prepayments with Make-Whole
        Amount.

       

      The
        Company may, at its option, upon
        notice as provided below, prepay at any time all, or from time to time any
        part
        of, the Notes, in an amount not less than 10% of the original aggregate
        principal amount of the Notes in the case of a partial prepayment, at 100%
        of
        the principal amount so prepaid, together with interest accrued thereon to
        the
        date of such prepayment, plus the Make-Whole Amount determined for the
        prepayment date with respect to such principal amount of each Note then
        outstanding.  The Company will give each holder of Notes written
        notice of each optional prepayment under this Section 8.2 not less than 30
        days and not more than 60 days prior to the date (which shall be a Business
        Day)
        fixed for such prepayment.  Each such notice shall specify such date,
        the aggregate principal amount of the Notes to be prepaid on such date, the
        principal amount of each Note held by such holder to be prepaid (determined
        in
        accordance with Section 8.3), and the interest to be paid on the prepayment
        date with respect to such principal amount being prepaid, and shall be
        accompanied by a certificate of a Senior Financial Officer as to the estimated
        Make-Whole Amount due in connection with such prepayment (calculated as if
        the
        date of such notice were the date of the prepayment), setting forth the details
        of such computation.  Two Business Days prior to such prepayment, the
        Company shall deliver to each holder of Notes a certificate of a Senior
        Financial Officer specifying the calculation of such Make-Whole Amount as
        of the
        specified prepayment date.

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

            
                   8.3.         Allocation
        of Partial Prepayments.

       

       
In
        the case of each partial
        prepayment of the Notes pursuant to the provisions of Section 8.2, the
        principal amount of the Notes to be prepaid shall be allocated among all
        the
        Notes at the time outstanding in proportion, as nearly as practicable, to
        the
        respective unpaid principal amounts thereof.

       

           
                   
8.4.         Maturity;
        Surrender, Etc.

       

       
In
        the case of each prepayment
        of Notes pursuant to Section 8.2 or Section 8.7, the principal amount of
        each Note to be prepaid shall mature and become due and payable on the date
        fixed for such prepayment (which shall be a Business Day), together with
        interest on such principal amount accrued to such date and, in the case of
        any
        prepayment pursuant to Section 8.2, the applicable Make-Whole Amount, if
        any.  From and after such date, unless the Company shall fail to pay
        such principal amount when so due and payable, together with the interest
        and
        Make-Whole Amount, if any, as aforesaid, interest on such principal amount
        shall
        cease to accrue.  Any Note paid or prepaid in full shall be
        surrendered to the Company and canceled and shall not be reissued, and no
        Note
        shall be issued in lieu of any prepaid principal amount of any
        Note.

       

            
                   8.5.         Purchase
        of Notes.

       

       The
        Company will not and will not
        permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly
        or indirectly, any of the outstanding Notes of any Series except (a) upon
        the
        payment or prepayment of the Notes in accordance with the terms of this
        Agreement and the Notes or (b) pursuant to a written offer to purchase any
        outstanding Notes of any Series made by the Company or an Affiliate pro rata
        to
        the holders of the Notes of such Series upon the same terms and
        conditions.  The Company will promptly cancel all Notes acquired by it
        or any Affiliate pursuant to any payment, prepayment or purchase of Notes
        pursuant to any provision of this Agreement and no Notes may be issued in
        substitution or exchange for any such Notes.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

            
                   8.6.         Make-Whole
        Amount.

       

       The
        term “Make-Whole
        Amount” means with respect to any Note an amount equal to the excess, if
        any, of the Discounted Value of the Remaining Scheduled Payments with respect
        to
        the Called Principal of such Note, over the amount of such Called Principal,
        provided that the Make-Whole Amount may in no event be less than
        zero.  For the purposes of determining the Make-Whole Amount, the
        following terms have the following meanings:

       

       

      “Called
        Principal” means, with
        respect to any Note, the principal of such Note that is to be prepaid pursuant
        to Section 8.2 or has become or is declared to be immediately due and
        payable pursuant to Section 12.1, as the context requires.

       

      “Discounted
        Value” means, with
        respect to the Called Principal of any Note, the amount obtained by discounting
        all Remaining Scheduled Payments from their respective scheduled due dates
        to
        the Settlement Date with respect to such Called Principal, in accordance
        with
        accepted financial practice and at a discount factor (applied on the same
        periodic basis as that on which interest on such Note is payable) equal to
        the
        Reinvestment Yield.

       

      “Reinvestment
        Yield” means,
        with respect to the Called Principal of any Note, 0.50% plus the yield to
        maturity calculated by using (i) the yields reported, as of 10:00 A.M. (New
        York
        City time) on the second Business Day preceding the Settlement Date on screen
        “PX 1” on the Bloomberg Financial Market Service (or such other display on the
        Bloomberg Financial Market Service as may be agreed upon by the Company and
        the
        Required Holders having the same information if “PX-1” is replaced by Bloomberg
        Financial Market Service) for the most recently issued, actively traded,
        on-the-run benchmark U.S. Treasury securities, having a maturity equal to
        the
        Remaining Average Life of such Called Principal as of such Settlement Date
        or
        (ii) if such yields are not reported as of such time or the yields reported
        as
        of such time are not ascertainable, (including by way of interpolation),
        the
        Treasury Constant Maturity Series Yields reported, for the latest day for
        which
        such yields have been so reported as of the second Business Day preceding
        the
        Settlement Date, in Federal Reserve Statistical Release H.15 (519) (or any
        comparable successor publication) for actively traded U.S. Treasury securities
        having a constant maturity equal to the Remaining Average Life of such Called
        Principal as of such Settlement Date.  In either case, the yield will
        be determined, if necessary, by (a) converting U.S. Treasury bill quotations
        to
        bond equivalent yields in accordance with accepted financial practice and
        (b)
        interpolating linearly on a straight line basis between (1) the applicable
        U.S.
        Treasury security with the maturity closest to and greater than the Remaining
        Average Life and (2) the applicable U.S. Treasury security with the maturity
        closest to and less than the Remaining Average Life.  The Reinvestment
        Yield shall be rounded to the number of decimal places as appears in the
        interest rate of the applicable Note.

       

      “Remaining
        Average Life”
        means, with respect to any Called Principal, the number of years (calculated
        to
        the nearest one-twelfth year) obtained by dividing (i) such Called
        Principal into (ii) the sum of the products obtained by multiplying
        (a) the principal component of each Remaining Scheduled Payment with
        respect to such Called Principal by (b) the number of years (calculated to
        the nearest one-twelfth year) that will elapse between the Settlement Date
        with
        respect to such Called Principal and the scheduled due date of such Remaining
        Scheduled Payment.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      “Remaining
        Scheduled Payments”
        means, with respect to the Called Principal of any Note, all payments of
        such
        Called Principal and interest thereon that would be due after the Settlement
        Date with respect to such Called Principal if no payment of such Called
        Principal were made prior to its scheduled due date, provided that if
        such Settlement Date is not a date on which interest payments are due to
        be made
        under the terms of such Note, then the amount of the next succeeding scheduled
        interest payment will be reduced by the amount of interest accrued to such
        Settlement Date and required to be paid on such Settlement Date pursuant
        to
        Section 8.2 or 12.1.

       

      “Settlement
        Date” means, with
        respect to the Called Principal of any Note, the date on which such Called
        Principal is to be prepaid pursuant to Section 8.2 or has become or is
        declared to be immediately due and payable pursuant to Section 12.1, as the
        context requires.

       

            
                   8.7.         Prepayment
        at Par Upon the Sale of Certain Assets.

       

       (a)           Notice
        and Offer.  In the event the Company or any Subsidiary elects
        to prepay or retire Senior Debt with the net proceeds of any sale, lease
        or
        other disposition of assets in accordance with Section 10.4(b), the Company
        will
        give written notice thereof to each holder of Notes.  Such written
        notice shall contain, and such written notice shall constitute, an irrevocable
        offer to prepay (the “Asset Sale Prepayment Offer”), at the election of
        each holder, a portion of the aggregate principal amount of the Notes held
        by
        such holder equal to such holder’s Ratable Portion of such net proceeds being
        applied by the Company and its Subsidiaries to the prepayment or retirement
        of
        Senior Debt on a date specified in such notice (the “Asset Sale Prepayment
        Date”) that is not less than thirty (30) days and not more than sixty (60)
        days after the date of such notice.  If the Asset Sale Prepayment Date
        shall not be specified in such notice, the Asset Sale Prepayment Date shall
        be
        the fortieth (40th) day after the date of such notice.

       

      (b)           Acceptance
        and Payment.  To accept such Asset Sale Prepayment Offer, a
        holder of Notes shall cause a notice of such acceptance to be delivered to
        the
        Company not later than twenty (20) days after the date of receipt of such
        written notice from the Company, provided, that failure to accept such offer
        in
        writing within twenty (20) days after the date of such written notice shall
        be
        deemed to be rejection of the Asset Sale Prepayment Offer.  If so
        accepted by any holder of a Note, such offered prepayment shall be due and
        payable on the Asset Sale Prepayment Date.  Such offered prepayment
        shall be made at one hundred percent (100%) of the aggregate principal amount
        of
        such Notes being so prepaid together with interest on such principal amount
        then
        being prepaid accrued to the Asset Sale Prepayment Date.

       

      (c)           Officer’s
        Certificate.  Each offer to prepay the Notes pursuant to this
        Section 8.7 shall be accompanied by a certificate, executed by a Senior
        Financial Officer and dated the date of such offer, specifying:

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (i)           the
        Asset Sale Prepayment Date and the aggregate net proceeds of the sale, lease
        or
        other disposition of assets being applied by the Company and its Subsidiaries
        to
        the prepayment or retirement of Senior Debt in connection with such
        offer;

       

      (ii)           that
        such offer is being made pursuant to Section 8.7 and Section 10.4(b) of this
        Agreement;

       

      (iii)           the
        principal amount of each Note offered to be prepaid;

       

      (iv)           the
        interest that would be due on the principal amount of each such Note offered
        to
        be prepaid, accrued to the Asset Sale Prepayment Date; and

       

      (v)           in
        reasonable detail, the nature of the sale, lease or other disposition of
        assets
        giving rise to such offer.

       

           
                   8.8.          Prepayment
        of Notes Upon Change in Control.

       

      (a)           Notice
        of Change in Control. The Company will, within five Business Days after
        any Responsible Officer has knowledge of the occurrence of any Change in
        Control, give written notice of such Change in Control to each holder of
        Notes
        unless notice in respect of such Change in Control shall have been given
        pursuant to Section 8.8(b).  If a Change in Control has occurred, such
        notice shall contain and constitute an offer to prepay Notes as described
        in
        Section 8.8(c) and shall be accompanied by the certificate described in Section
        8.8(g).

       

      (b)           Condition
        to Company Action.  The Company will not take any action that
        consummates or finalizes a Change in Control unless (i) at least 30 days
        prior to such action it shall have given to each holder of Notes written
        notice
        containing and constituting an offer to prepay Notes as described in Section
        8.8(c), accompanied by the certificate described in 8.8(g), and
        (ii) contemporaneously with such action, it prepays all Notes required to
        be prepaid in accordance with this Section 8.8.

       

      (c)           Offer
        to Prepay Notes.  The offer to prepay Notes contemplated by
        Sections 8.8(a) and (b) shall be an offer to prepay, in accordance with and
        subject to this Section 8.8, all, but not less than all, the Notes held by
        each
        holder (in this case only, “holder” in respect of any Note registered
        in the name of a nominee for a disclosed beneficial owner shall mean such
        beneficial owner) on a date specified in such offer (the “Proposed
        Prepayment Date”).  If such Proposed Prepayment Date is in
        connection with an offer contemplated by Section 8.8(a), such date shall
        be not
        less than 30 days and not more than 90 days after the date of such
        offer (if the Proposed Prepayment Date shall not be specified in such offer,
        the
        Proposed Prepayment Date shall be the first Business Day after the 45th day
        after the date of such offer).

       

      (d)           Acceptance/Rejection.  A
        holder of Notes may accept the offer to prepay made pursuant to this Section
        8.8
        by causing a notice of such acceptance to be delivered to the Company not
        later
        than 15 days after receipt by such holder of the most recent offer of
        prepayment.  A failure by a holder of Notes to respond to an offer to
        prepay made pursuant to this Section 8.8 shall be deemed to constitute a
        rejection of such offer by such holder.

       

      
        
          
          

        

        
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      (e)           Prepayment.  Prepayment
        of the Notes to be prepaid pursuant to this Section 8.8 shall be at 100%
        of the
        principal amount of such Notes, together with interest on such Notes accrued
        to
        the date of prepayment, but without Make-Whole Amount or other
        premium.  The prepayment shall be made on the Proposed Prepayment Date
        except as provided in Section 8.8(f).

       

      (f)           Deferral
        Pending Change in Control.  The obligation of the Company to
        prepay Notes pursuant to the offers required by Section 8.8(c) and accepted
        in
        accordance with Section 8.8(d) is subject to the occurrence of the Change
        in
        Control in respect of which such offers and acceptances shall have been
        made.  In the event that such Change in Control has not occurred on
        the Proposed Prepayment Date in respect thereof, the prepayment shall be
        deferred until, and shall be made on, the date on which such Change in Control
        occurs.  The Company shall keep each holder of Notes reasonably and
        timely informed of (i) any such deferral of the date of prepayment,
        (ii) the date on which such Change in Control and the prepayment are
        expected to occur, and (iii) any determination by the Company that efforts
        to effect such Change in Control have ceased or been abandoned (in which
        case
        the offers and acceptances made pursuant to this Section 8.8 in respect of
        such
        Change in Control shall be deemed rescinded).

       

      (g)           Officer’s
        Certificate. Each offer to prepay the Notes pursuant to this Section
        8.8 shall be accompanied by a certificate, executed by a Senior Financial
        Officer of the Company and dated the date of such offer, specifying:
        (i) the Proposed Prepayment Date; (ii) that such offer is made
        pursuant to this Section 8.8; (iii) the principal amount of each Note
        offered to be prepaid; (iv) the interest that would be due on each Note
        offered to be prepaid, accrued to the Proposed Prepayment Date (including
        the
        per diem accrual of interest for each day after the Proposed Prepayment Date,
        in
        the event of a deferral of the prepayment date pursuant to Section 8.8(f)
        above); (v) that the conditions of this Section 8.8 have been fulfilled;
        and (vi) in reasonable detail, the nature and date or proposed date of the
        Change in Control.

       

      (h)           Certain
        Definitions.

       

      As
        used
        in this Section 8.8:

       

      (i)           “Change
        in Control” means (A) if any Person or two or more Persons acting in
        concert (other than any Founder) acquire beneficial ownership (within the
        meaning of Rule 13d-3 of the United States Securities and Exchange Commission
        under the Exchange Act), directly or indirectly, of Voting Stock of the Company
        representing 20% or more of the combined voting power of all Voting Stock
        of the
        Company or (B) any Person or two or more Persons acting in concert (other
        than
        any Founder) acquire by contract or otherwise, or enter into a contract or
        arrangement that, upon consummation, will result in its or their acquisition
        of
        the power to exercise, directly or indirectly, a controlling influence over
        the
        management or policies of the Company; provided, however, that a Change of
        Control shall be deemed not to have occurred for the purposes of this Agreement
        if the Person or Persons referred to in clauses (A) or (B) above has or have
        a
        Public Debt Rating with a stable outlook which is equal to or better than
        that
        of the Company immediately before what would, but for this proviso, have
        been a
        Change of Control.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      (ii)           “Founder”
        means:

       

      (A)           each
        Person who is a beneficial owner (within the meaning of Rule 13d-3 of the
        United
        States Securities and Exchange Commission under the Exchange Act) of 20%
        or more
        of the outstanding shares of Voting Stock of the Company on the date of Closing
        or any Person that is or becomes a fiduciary of any Person who is a beneficial
        owner of (or any Person for whose account were held) outstanding shares of
        Voting Stock of the Company on the date of Closing (in any such case, an
        “Existing Shareholder”), including any group that is comprised solely
        of Existing Shareholders; and

       

      (B)           any
        such Existing Shareholder or group comprised solely of Existing Shareholders
        who
        shall become the beneficial owner of 20% or more of the outstanding shares
        of
        Voting Stock of the Company solely as a result of an acquisition by the Company
        of shares of its Voting Stock,

       

      in
        each
        case until such time as the Persons or group described in clauses (A) and
        (B)
        above shall become the beneficial owner (other than by means of a stock
        dividend, stock split, gift or inheritance or receipt or exercise of, or
        accrual
        of any right to exercise, any stock options of shares of stock granted by
        the
        Company) of any additional shares of Voting Stock of the Company.

       

      In
        addition, the Company, any wholly-owned Subsidiary of the Company and any
        employee stock ownership or other employee benefit plan of the Company or
        a
        wholly-owned Subsidiary of the Company shall be a
“Founder”.

       

      (iii)           “Public
        Debt Rating” means, with respect to any Person, 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 the overall financial capacity (the creditworthiness) of
        such
        Person to pay its financial obligations as they come due.

       

      (i)           All
        calculations contemplated in this Section 8.8 involving the Voting Stock
        of any
        Person shall be made with the assumption that all convertible Securities
        of such
        Person then outstanding and all convertible Securities issuable upon the
        exercise of any warrants, options and other rights outstanding at such time
        were
        converted at such time and that all options, warrants and similar rights
        to
        acquire shares of Voting Stock of such Person were exercised at such
        time.

       

       

      
        
          
          

        

        
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                9.

              	
                AFFIRMATIVE
                  COVENANTS.

              


      

       

       
The
        Company covenants that so
        long as any of the Notes are outstanding:

       

            
                   9.1.         Compliance
        with Law.

       

       Without
        limiting
        Section 10.8, the Company will, and will cause each of its Subsidiaries to,
        comply with all laws, ordinances or governmental rules or regulations to
        which
        each of them is subject, including, without limitation, ERISA, the USA Patriot
        Act and Environmental Laws, and will obtain and maintain in effect all licenses,
        certificates, permits, franchises and other governmental authorizations
        necessary to the ownership of their respective properties or to the conduct
        of
        their respective businesses, in each case to the extent necessary to ensure
        that
        non-compliance with such laws, ordinances or governmental rules or regulations
        or failures to obtain or maintain in effect such licenses, certificates,
        permits, franchises and other governmental authorizations would not,
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect.

       

           
                   9.2.          Insurance.

       

       The
        Company will, and will cause
        each of its Subsidiaries to, maintain, with financially sound and reputable
        insurers, insurance with respect to their respective properties and businesses
        against such casualties and contingencies, of such types, on such terms and
        in
        such amounts (including deductibles, co-insurance and self-insurance, if
        adequate reserves are maintained with respect thereto) as is customary in
        the
        case of entities of established reputations engaged in the same or a similar
        business and similarly situated except for any failure to maintain insurance
        that would not reasonably be expected to have a Material Adverse
        Effect.

       

                       9.3.          Maintenance
        of Properties.

       

      The
        Company will, and will cause each
        of its Subsidiaries to, maintain and keep, or cause to be maintained and
        kept,
        their respective properties in good repair, working order and condition (other
        than ordinary wear and tear) in all Material respects, so that the business
        carried on in connection therewith may be properly conducted at all times,
        provided that this Section 9.3 shall not prevent the Company or
        any Subsidiary from discontinuing the operation and the maintenance of any
        of
        its properties if such discontinuance is desirable in the conduct of its
        business and the Company has concluded that such discontinuance would not,
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect.

       

           
                   9.4.          Payment
        of Taxes and Claims.

       

      The
        Company will, and will cause each
        of its Subsidiaries to, file or cause to be filed all tax returns required
        to be
        filed in any jurisdiction and to pay and discharge all taxes shown to be
        due and
        payable on such returns and all other taxes, assessments, governmental charges,
        or levies imposed on them, to the extent such taxes, assessments governmental
        charges or levies have become due and payable and before they have become
        delinquent and all claims for which sums have become due and payable that
        have
        or might become a Lien on properties or assets of the Company or any Subsidiary,
        provided that neither the Company nor any Subsidiary need pay any such
        tax, assessment, charge, levy or claim if (i) the amount, applicability or
        validity thereof is contested by the Company or such Subsidiary on a timely
        basis in good faith and in appropriate proceedings, and the Company or a
        Subsidiary has established adequate reserves therefor in accordance with
        GAAP on
        the books of the Company or such Subsidiary or (ii) the non-filing or
        nonpayment, as the case may be, of all such taxes, assessments, charges,
        levies
        and claims in the aggregate would not reasonably be expected to have a Material
        Adverse Effect.

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

           
                   9.5.          Corporate
        Existence, Etc.

       

      Subject
        to Sections 10.4 and 10.5,
        the Company will at all times preserve and keep in full force and effect
        its
        corporate existence, and will at all times preserve and keep in full force
        and
        effect the corporate existence of each of its Subsidiaries (unless merged
        into
        the Company or a Subsidiary) and all rights and franchises of the Company
        and
        its Subsidiaries unless, in the good faith judgment of the Company, the
        termination of or failure to preserve and keep in full force and effect such
        corporate existence, right or franchise would not, individually or in the
        aggregate, to have a Material Adverse Effect.

       

           
                   9.6           Notes
        to Rank Pari Passu.

       

      The
        Notes and all other obligations
        under this Agreement of the Company are and at all times shall remain direct
        and
        unsecured obligations of the Company ranking pari passu as against the
        assets of the Company with all other Notes from time to time issued and
        outstanding hereunder without any preference among themselves and pari
        passu with all other present and future unsecured Debt (actual or
        contingent) of the Company which is not expressed to be subordinate or junior
        in
        rank to any other unsecured Debt of the Company.  The Company will
        ensure that the payment obligations of all Subsidiary Guarantors under the
        Subsidiary Guaranty Agreements to which they are a party are and at all times
        shall remain direct and unsecured obligations of such Subsidiary Guarantors
        ranking pari passu as against the assets of such Subsidiary Guarantors
        with all other present and future unsecured Debt (actual or contingent) of
        such
        Subsidiary Guarantors which is not expressed to be subordinate or junior
        in rank
        to any other unsecured Debt of such Subsidiary Guarantors.

       

           
                   9.7.          Books
        and Records.

       

      The
        Company will, and will cause each
        of its Subsidiaries to, maintain proper books of record and account in
        conformity with GAAP and all applicable requirements of any Governmental
        Authority having legal or regulatory jurisdiction over the Company or such
        Subsidiary, as the case may be.

       

                       9.8.          Future
        Subsidiary Guarantors.

       

       If,
        at any time on or after the
        date of the Closing, any Subsidiary of the Company shall become a guarantor
        under any Principal Bank Facility, the Company shall, contemporaneously with
        such Subsidiary becoming a guarantor thereunder, cause any such Subsidiary
        which
        is not then a Subsidiary Guarantor to become a Subsidiary Guarantor, which
        condition shall be deemed to be met upon the receipt by each holder of a
        Note of
        the following:

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (a)           an
        executed guaranty agreement, in form and substance reasonably satisfactory
        to
        the Required Holders, from such Subsidiary Guarantor (each such guaranty
        agreement, a “Subsidiary Guaranty Agreement”);

       

      (b)           opinions
        of reputable counsel of such Subsidiary Guarantor reasonably satisfactory
        to the
        Required Holders and of special US counsel for the Parent or other counsel
        reasonably satisfactory to the Required Holders (which opinions shall be
        reasonably satisfactory to the Required Holders and may be subject to customary
        exceptions, qualifications and limitations under the circumstances none of
        which
        may relate to the absence of shareholder approval or be material to the
        practical realization of the benefits and pari passu ranking with the right
        of
        pro rata recovery of a guarantee of unsecured and unsubordinated Debt) to
        the
        effect that such Subsidiary Guaranty Agreement has been duly authorized,
        executed and delivered by such Subsidiary Guarantor and is valid, binding
        and
        enforceable in accordance with its terms and the claims of the holders of
        the
        Notes (having the benefits of such Subsidiary Guaranty Agreement) against
        such
        Subsidiary Guarantor will be enforced on a parity with the claims of other
        unsecured and unsubordinated creditors of such Subsidiary Guarantor in a
        bankruptcy, insolvency or other analogous proceeding arising in the jurisdiction
        of incorporation or organization of such Subsidiary Guarantor;

       

      (c)           copies
        of (i) the charter documents of such Subsidiary Guarantor, (ii) a resolution
        of
        the board of directors of such Subsidiary Guarantor (A) approving the terms
        of,
        and the transactions contemplated by, the Subsidiary Guaranty Agreement,
        (B)
        resolving that it execute the Subsidiary Guaranty Agreement and authorizing
        a
        specified person or persons to execute and deliver the Subsidiary Guaranty
        Agreement and (C) authorizing a specified person or persons on its behalf,
        to
        sign or dispatch all documents to be signed or dispatched by it under or
        in
        connection with this Agreement and the Subsidiary Guaranty Agreement and
        (iii) a
        specimen of the signature of each person authorized by the resolutions referred
        to in clause (ii) above;

       

      (a)           a
        certificate of a director of such Subsidiary Guarantor certifying that execution
        and delivery of the Subsidiary Guaranty Agreement would not cause any borrowing
        limit binding on it to be exceeded.

       

      (d)           confirmation
        that all reasonable fees and expenses of the holders of the Notes, including,
        without limitation, the reasonable fees of not more than one special counsel
        representing all of the holders of the Notes in each applicable jurisdiction,
        incurred in connection with the execution and delivery of the Subsidiary
        Guaranty Agreement shall have been paid by the Company;

       

      (e)           with
        respect to any Subsidiary Guarantor not organized in the United States or
        any
        State thereof, evidence of the appointment of an agent for service of process,
        reasonably acceptable to the Required Holders, as such Subsidiary’s agent to
        receive, for it and on its behalf service of process in the State of New
        York
        with respect thereto; and

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      (f)           an
        Officer’s Certificate of such Subsidiary Guarantor certifying that each document
        required to be delivered by or on behalf of such Subsidiary Guarantor pursuant
        to this Section 9.8 is correct, complete and in full force and
        effect.

       

       
If
        any Subsidiary Guarantor
        shall have been released from its obligations as a guarantor under any Principal
        Bank Facility, at the election of the Company and by written notice to each
        holder of Notes, such Subsidiary Guarantor may be discharged from all of
        its
        obligations and liabilities under its Subsidiary Guaranty Agreement and shall
        be
        automatically released from its obligations thereunder without the need for
        the
        execution or delivery of any other document by such holders or any other
        Person,
        provided, in each case, that (i) after giving effect to such release no Default
        or Event of Default shall have occurred and be continuing, (ii) no amount
        is
        then due and payable under such Subsidiary Guaranty Agreement, (iii) any
        fee
        paid to any lender under such Principal Bank Facility in connection with
        the
        release of such Subsidiary Guarantor is paid to each holder of Notes at the
        same
        time and in an amount calculated in the same manner in which the fee paid
        to
        such lender under such Principal Bank Facility was calculated and (iv) each
        holder of Notes shall have received a certificate of a Senior Financial Officer
        to the foregoing effect and setting forth the information (including reasonably
        detailed computations) reasonably required to establish compliance with the
        foregoing requirements (including, without limitation, a description of the
        fee,
        if any, paid by the Company in respect of such release under such Principal
        Bank
        Facility).  Notwithstanding anything in this Section 9.8 to the
        contrary, however, the Company shall not be required to cause any Subsidiary
        to
        become a Subsidiary Guarantor pursuant to this Section 9.8 if it
        is  unlawful for the relevant Subsidiary to become a Subsidiary
        Guarantor or it would result in personal or criminal liability for that
        Subsidiary’s directors or other management.  The Company shall use,
        and shall ensure that the relevant Person uses, all reasonable endeavors
        lawfully available to avoid such unlawfulness or personal or criminal
        liability.  This includes agreeing to a limit on the amount guaranteed
        (a “Guaranty Cap”).  The Required Holders may (but shall not
        be obliged to) agree to such a Guaranty Cap if, in their reasonable opinion,
        to
        do so would avoid the relevant unlawfulness or personal or criminal
        liability.

       

      
        	
                10.

              	
                NEGATIVE
                  COVENANTS.

              


      

       

       The
        Company covenants that so
        long as any of the Notes are outstanding:

       

           
                   10.1.        Consolidated
        Net Debt to Consolidated EBITDA.

       

       The
        Company will not permit the
        ratio of Consolidated Net Debt to Consolidated EBITDA (calculated as at the
        end
        of each Fiscal Quarter for the Reference Period then ended) to exceed 3.50
        to
        1.00; provided, however, that such ratio may, subject to the payment of
        Additional Interest during any Additional Interest Period, exceed 3.50 to
        1.00
        at the end of any Fiscal Quarter so long as such ratio does not exceed 4.00
        to 1
        at such time; further provided, however, that notwithstanding anything in
        this
        Section 10.1 to the contrary, the Company will not permit such ratio to exceed
        3.50 to 1.00 for more than eight consecutive Fiscal Quarters.

       

      
        
          
          

        

        
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                   10.2.       
Subsidiary Debt.

       

      The
        Company will not at any time permit
        the aggregate amount of all Subsidiary Debt at such time to exceed 20% of
        Consolidated Total Assets, determined as of the last day of the then most
        recently ended Fiscal Quarter.

       

           
                   10.3.        Limitation
        on Liens.

       

      The
        Company will not, and will not
        permit any of its Subsidiaries to, directly or indirectly create, incur,
        assume
        or permit to exist (upon the happening of a contingency or otherwise) any
        Lien
        on or with respect to any property or asset (including, without limitation,
        any
        document or instrument in respect of goods or accounts receivable) of the
        Company or any such Subsidiary, whether now owned or held or hereafter acquired,
        or any income or profits therefrom, or assign or otherwise convey any right
        to
        receive income or profits (unless it makes, or causes to be made, effective
        provision whereby the Notes will be equally and ratably secured with any
        and all
        other obligations thereby secured, such security to be pursuant to an agreement
        reasonably satisfactory to the Required Holders), except:

       

      (a)           Liens
        for taxes, assessments or other governmental charges that are not yet due
        and
        payable or the payment of which is not at the time required by
        Section 9.4;

       

      (b)           any
        attachment or judgment Lien, unless the judgment it secures shall not, within
        60
        days after the entry thereof, have been discharged or execution thereof stayed
        pending appeal, or shall not have been discharged within 60 days after the
        expiration of any such stay;

       

      (c)           Liens
        incidental to the conduct of business or the ownership of properties and
        assets
        (including landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s and
        other similar Liens for sums not yet due and payable) and Liens to secure
        the
        performance of bids, tenders, leases, or trade contracts, or to secure statutory
        obligations (including obligations under workers compensation, unemployment
        insurance and other social security legislation), surety or appeal bonds
        or
        other Liens incurred in the ordinary course of business, in each case, not
        incurred or made in connection with the borrowing of money, the obtaining
        of
        advances or credit or the payment of the deferred purchase price of
        property;

       

      (d)           leases
        or subleases granted to others, easements, rights-of-way, restrictions and
        other
        similar charges or encumbrances, in each case incidental to the ownership
        of
        property or assets or the ordinary conduct of the business of the Company
        or any
        of its Subsidiaries, and Liens incidental to minor survey exceptions and
        the
        like, provided that such Liens do not, in the aggregate, materially detract
        from
        the value of such property or assets;

       

      (e)           Liens
        securing Debt of a Subsidiary which is not a Subsidiary Guarantor to the
        Company
        or to another Subsidiary or Liens securing Debt of a Subsidiary Guarantor
        to the
        Company or another Subsidiary Guarantor;

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      (f)           Liens
        (i) existing on property at the time of its acquisition, construction or
        improvement by the Company or a Subsidiary and not created in contemplation
        thereof; (ii) on property created contemporaneously with its acquisition
        or
        within 365 days of the acquisition or completion of construction or improvement
        thereof to secure the purchase price or cost of construction or improvement
        thereof; or (iii) existing on property of a Person at the time such Person
        is
        consolidated with or merged into the Company or a Subsidiary and not created
        in
        contemplation thereof; provided that (A) such Liens shall attach solely
        to the property acquired, constructed or improved, or to the property that
        is
        subject to such Liens at the time such Person shall be so consolidated or
        merged
        (as the case may be), (B) the principal amount of the Debt secured by such
        Lien
        shall not exceed the Fair Market Value of such property (as determined in
        good
        faith by one or more officers of the Company to whom authority to enter into
        the
        subject transaction has been delegated by the board of directors of the Company)
        or, in the case of the foregoing clause (i), if less, the cost of acquisition,
        construction or improvement of such property, (C) at the time of the incurrence
        of such Lien, the acquisition of such property or the consolidation or merger
        of
        such Person (as the case may be), and after giving effect thereto, no Default
        or
        Event of Default would exist, and (D) the aggregate principal amount of Debt
        secured by such Liens shall not exceed $60,000,000 at any time;

       

      (g)           any
        extensions, renewals or replacements of any Lien permitted by the preceding
        subparagraph (f) of this Section 10.3, provided that (i) no additional
        property shall be encumbered by such Liens, (ii) the unpaid principal
        amount of the Debt secured thereby shall not be increased on or after the
        date
        of any extension, renewal or replacement, and (iii) immediately after
        giving effect thereto, no Default or Event of Default shall have occurred
        and be
        continuing; and

       

      (h)           Liens
        securing Debt of the Company or any Subsidiary not otherwise permitted under
        this Section 10.3 in an aggregate principal amount not to exceed $120,000,000
        at
        any time.

       

      In
        the
        event that any Lien exists on property of the Company or any Subsidiary in
        violation of this Section 10.3, such violation shall constitute an Event
        of
        Default, but the Notes shall have the benefit, to the fullest extent that,
        and
        with such priority as, the holders may be entitled under applicable law,
        of an
        equitable Lien on such property.

       

           
                   10.4.        Sales
        of Assets.

       

      The
        Company will not, and will not
        permit any Subsidiary to, sell, lease or otherwise dispose of any substantial
        part (as defined below) of the assets of the Company and its Subsidiaries
        (including, without limitation, capital stock of Subsidiaries and accounts
        receivable); provided, however, that the Company or any Subsidiary may
        sell, lease or otherwise dispose of assets constituting a substantial part
        of
        the assets of the Company and its Subsidiaries if (x) such assets are sold
        in an
        arm’s-length transaction for Fair Market Value in the ordinary course of
        business, (y) at the time of such sale, lease or other disposal, and after
        giving effect thereto, no Default or Event of Default shall have occurred
        and be
        continuing and (z) an amount of the net proceeds received from such sale,
        lease
        or other disposition at least equal to the Excess Asset Sale Amount shall
        be
        used within 365 days of such sale, lease or disposition, in any
        combination:

       

      
        
          
          

        

        
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      (a)           to
        acquire from Persons that are not Affiliates of the Company or any Subsidiary
        productive assets used or useful in carrying on the business of the Company
        and
        its Subsidiaries and having a value at least equal to the value of such assets
        sold, leased or otherwise disposed of; and/or

       

      (b)           to
        prepay or retire Senior Debt of the Company and/or its Subsidiaries,
provided, that the availability under any such Senior Debt so prepaid
        that constitutes a revolving credit or similar facility is permanently reduced
        by the amount of such prepayment, and provided further that,
        in the course of making such application, the Company shall offer to prepay
        each
        outstanding Note at par, in accordance with Section 8.7, in a principal amount
        which equals the Ratable Portion of the holder of such Note with respect to such
        prepayment or retirement of Senior Debt.

       

      As
        used in this Section 10.4, a
        sale, lease or other disposition of assets shall be deemed to be a
“substantial part” of the assets of the Company and its Subsidiaries if
        the Disposition Value of such assets, when added to the Disposition Value
        of all
        other assets sold, leased or otherwise disposed of by the Company and its
        Subsidiaries during the period of 12 consecutive calendar months most recently
        ended as of the date on which such sale, lease or other disposition is
        consummated, exceeds 10% of Consolidated Total Assets, determined as of the
        end
        of the Fiscal Quarter most recently ended as of such date (the amount of
        any
        such excess, subject to the proviso hereto, being referred to herein as the
        “Excess Asset Sale Amount”); provided that there shall be
        excluded from any determination of a “substantial part” (i) any sale or
        disposition of assets in the ordinary course of business of the Company and
        its
        Subsidiaries, (ii) any transfer of assets from the Company to any
        Subsidiary or from any Subsidiary to the Company or a Subsidiary, (iii) any
        sale
        or transfer of property acquired by the Company or any Subsidiary after the
        date
        of this Agreement to any Person within 365 days following the acquisition
        or
        construction of such property by the Company or any Subsidiary if the Company
        or
        a Subsidiary shall concurrently with such sale or transfer, lease such property,
        as lessee and (iv) the Disposition Value of any assets subject to any sale,
        lease or disposal to the extent that the net proceeds of such transaction
        are
        applied to either or both of the applications provided for in clauses (a)
        and
        (b) of this Section 10.4.

       

                      10.5.         Merger
        and Consolidation.

       

      The
        Company will not, and will not
        permit any of its Subsidiaries to, consolidate with or merge with any other
        Person or convey, transfer or lease substantially all of its assets in a
        single
        transaction or series of transactions to any Person; provided
        that:

       

      (a)           any
        Subsidiary of the Company may (x) consolidate with or merge with, or
        convey, transfer or lease substantially all of its assets in a single
        transaction or series of transactions to, (i) the Company or a Subsidiary
        (other
        than a Subsidiary Guarantor) so long as in any merger or consolidation involving
        the Company, the Company shall be the surviving or continuing entity, (ii)
        a
        Subsidiary Guarantor so long as in any merger or consolidation involving
        a
        Subsidiary Guarantor (and not involving the Company), such Subsidiary Guarantor
        shall be the surviving or continuing entity or (iii) any other Person so
        long as
        the survivor is the Subsidiary, or (y) convey, transfer or lease all of its
        assets in compliance with the provisions of Section 10.4; and

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      (b)           the
        foregoing restrictions do not apply to the consolidation or merger of the
        Company or any Subsidiary Guarantor with, or the conveyance, transfer or
        lease
        of substantially all of the assets of the Company or such Subsidiary Guarantor
        in a single transaction or series of transactions to, any Person so long
        as:

       

      (i)           in
        the case of the Company, the successor formed by such consolidation or the
        survivor of such merger or the Person that acquires by conveyance, transfer
        or
        lease substantially all of the assets of the Company as an entirety, as the
        case
        may be (the “Successor Corporation”), shall be a solvent entity
        organized and existing under the laws of the United States of America, any
        State
        thereof or the District of Columbia and, if the Company is not the Successor
        Corporation, such Successor Corporation shall have executed and delivered
        to
        each holder of Notes its assumption of the due and punctual performance and
        observance of each covenant and condition of this Agreement and the Notes
        (pursuant to such agreements and instruments as shall be reasonably satisfactory
        to the Required Holders) ;

       

      (ii)           in
        the case of any Subsidiary Guarantor, the successor formed by such consolidation
        or the survivor of such merger or the Person that acquires by conveyance,
        transfer or lease all or substantially all of the assets of such Subsidiary
        Guarantor as an entirety, as the case may be (the “Successor Guarantor
        Corporation”), shall be a solvent entity organized and existing under the
        laws of the United States of America, any State thereof or the District of
        Columbia or the jurisdiction in which such Subsidiary Guarantor was organized
        prior to such consolidation or merger, and, if such Subsidiary Guarantor
        is not
        such Successor Guarantor Corporation, such Successor Guarantor Corporation
        shall
        have executed and delivered to each holder of Notes its assumption of the
        due
        and punctual performance and observance of each covenant and condition of
        the
        Subsidiary Guaranty Agreement of such Subsidiary Guarantor (pursuant to such
        agreements and instruments as shall be reasonably satisfactory to the Required
        Holders);

       

      (iii)           in
        each case under clauses (i) and (ii) above, the Successor Corporation or
        Successor Guarantor Corporation, as applicable, shall have caused to be
        delivered to each holder of Notes an opinion of nationally recognized
        independent counsel, to the effect that all agreements or instruments effecting
        such assumption are enforceable in accordance with their terms; and

       

      (iv)           immediately
        after giving effect to such transaction no Default or Event of Default would
        exist.

       

      
        
          
          

        

        
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                       10.6.        Transactions
        with Affiliates.

       

      The
        Company will not and will not
        permit any Subsidiary to enter into directly or indirectly any Material
        transaction or Material group of related transactions (including without
        limitation the purchase, lease, sale or exchange of properties of any kind
        or
        the rendering of any service) with any Affiliate (other than the Company
        or
        another Subsidiary), except in the ordinary course and upon fair and reasonable
        terms that are not materially less favorable to the Company or such Subsidiary,
        taking such transaction or group of related transactions as a whole, than
        would
        be obtainable in a comparable arm’s-length transaction with a Person not an
        Affiliate.

       

           
                   10.7.        Nature
        of Business.

       

           
                   The Company
        will not and will not permit any Subsidiary to engage in any business if,
        as a
        result, the general nature of the business in which the Company and its
        Subsidiaries, taken as a whole, would then be engaged would be substantially
        changed from the general nature of the business in which the Company and
        its
        Subsidiaries, taken as a whole, are engaged on the date of this Agreement
        as
        described in the Memorandum.

       

                  
            10.8.        Terrorism
        Sanctions Regulations.

       

       The
        Company will not, and will
        not permit any of its Subsidiaries to, (a) become a Person described or
        designated in the Specially Designated Nationals and Blocked Persons List
        of the
        Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism
        Order or, (b) knowingly engage in any dealings or transactions with any
        such Person.

       

      
        	
                11.

              	
                EVENTS
                  OF DEFAULT.

              


      

       

       
An
“Event
        of Default”
        shall exist if any of the following conditions or events shall occur and
        be
        continuing:

       

      (a)           the
        Company defaults in the payment of any principal or Make-Whole Amount, if
        any,
        on any Note when the same becomes due and payable, whether at maturity or
        at a
        date fixed for prepayment or by declaration or otherwise; or

       

      (b)           the
        Company defaults in the payment of any interest on any Note for more than
        five
        Business Days after the same becomes due and payable; or

       

      (c)           the
        Company defaults in the performance of or compliance with any term contained
        in
        Section 10; or

       

      (d)           the
        Company defaults in the performance of or compliance with any term contained
        herein (other than those referred to in paragraphs (a), (b) and (c) of this
        Section 11) and such default is not remedied within 30 days after the
        earlier of (i) a Responsible Officer obtaining actual knowledge of such
        default or (ii) the Company receiving written notice of such default from
        any holder of a Note (any such written notice to be identified as a “notice of
        default” and to refer specifically to this paragraph (d) of Section 11);
        or

       

       

      
        
          
          

        

        
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                      (e)           any
        representation or warranty made in writing by or on behalf of the Company
        or by
        any officer of the Company in this Agreement or by or on behalf of any
        Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in the
        Subsidiary Guaranty Agreement to which it is a party or in any writing furnished
        in connection with the transactions contemplated hereby or thereby proves
        to
        have been false or incorrect in any material respect on the date as of which
        made; or

       

      (f)           (i) the
        Company or any Subsidiary is in default (as principal or as guarantor or
        other
        surety) in the payment of any principal of or premium, make-whole amount
        or
        interest (in the payment amount of at least $100,000) on any Debt, other
        than
        the Notes, that is outstanding in an aggregate principal amount of at least
        $25,000,000 beyond any period of grace provided with respect thereto, or
        (ii) the Company or any Subsidiary is in default in the performance of or
        compliance with any term of any instrument, mortgage, indenture or other
        agreement relating to any Debt other than the Notes in an aggregate principal
        amount of at least $25,000,000 or any other condition exists, and as a
        consequence of such default or condition such Debt has become, or has been
        declared, due and payable, or (iii) as a consequence of the occurrence or
        continuation of any event or condition (other than the passage of time or
        the
        right of the holder of Debt to convert such Debt into equity interests),
        the
        Company or any Subsidiary has become obligated to purchase or repay Debt
        other
        than the Notes before its regular maturity or before its regularly scheduled
        dates of payment in an aggregate outstanding principal amount of at least
        $25,000,000; or

       

      (g)           the
        Company or any Material Subsidiary (i) is generally not paying, or admits
        in writing its inability to pay, its debts as they become due, (ii) files,
        or consents by answer or otherwise to the filing against it of, a petition
        for
        relief or reorganization or arrangement or any other petition in bankruptcy,
        for
        liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
        moratorium or other similar law of any jurisdiction, (iii) makes an
        assignment for the benefit of its creditors, (iv) consents to the
        appointment of a custodian, receiver, trustee or other officer with similar
        powers with respect to it or with respect to any substantial part of its
        property, (v) is adjudicated as insolvent or to be liquidated, or
        (vi) takes corporate action for the purpose of any of the foregoing;
        or

       

      (h)           a
        court or governmental authority of competent jurisdiction enters an order
        appointing, without consent by the Company or any of its Material Subsidiaries,
        a custodian, receiver, trustee or other officer with similar powers with
        respect
        to it or with respect to any substantial part of its property, or constituting
        an order for relief or approving a petition for relief or reorganization
        or any
        other petition in bankruptcy or for liquidation or to take advantage of any
        bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
        winding-up or liquidation of the Company or any of its Material Subsidiaries,
        or
        any such petition shall be filed against the Company or any of its Material
        Subsidiaries and such petition shall not be dismissed within 60 days;
        or

       

      (i)           a
        final judgment or judgments at any one time outstanding for the payment of
        money
        aggregating in excess of $25,000,000 are rendered against one or more of
        the
        Company or any Subsidiary and which judgments are not, within 60 days after
        entry thereof, bonded, discharged or stayed pending appeal, or are not
        discharged within 60 days after the expiration of such stay; or

       

      
        
          
          

        

        
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                      (j)           any
        Subsidiary Guarantor fails or neglects in any material respect to observe,
        perform or comply with any term, provision or covenant contained in the
        Subsidiary Guaranty Agreement to which it is party or any Subsidiary Guaranty
        Agreement is not or ceases to be effective against the Subsidiary Guarantor
        party thereto or is alleged by the Company or any Subsidiary to be ineffective
        against such Subsidiary Guarantor for any reason other than, with respect
        to
        such Subsidiary Guarantor only, as a result of the sale of such Subsidiary
        Guarantor as permitted by Section 10.4;

       

      (k)           if
        (i) any Plan shall fail to satisfy the minimum funding standards of ERISA
        or the Code for any plan year or part thereof or a waiver of such standards
        or
        extension of any amortization period is sought or granted under Section 412
        of the Code, (ii) a notice of intent to terminate any Plan shall have been
        or is reasonably expected to be filed with the PBGC or the PBGC shall have
        instituted proceedings under Section 4042 of ERISA to terminate or appoint
        a trustee to administer any Plan or the PBGC shall have notified the Company
        or
        any ERISA Affiliate that a Plan may become a subject of any such proceedings,
        (iii)  the Company or any ERISA Affiliate shall have incurred or is
        reasonably expected to incur any liability pursuant to Title I or IV of ERISA
        or
        the penalty or excise tax provisions of the Code relating to employee benefit
        plans, (iv) the Company or any ERISA Affiliate withdraws from any
        Multiemployer Plan or the Company or any ERISA Affiliate receives notice
        from a
        Multiemployer Plan that action has been taken or threatened by the PBGC to
        terminate or to appoint a trustee to administer any such Multiemployer Plan,
        or
        (v) the Company or any Subsidiary establishes or amends any employee
        welfare benefit plan that provides post-employment welfare benefits in a
        manner
        that could increase the liability of the Company or any Subsidiary thereunder;
        and any such event or events described in clauses (i) through (v) above,
        either
        individually or together with any other such event or events, would reasonably
        be expected to have a Material Adverse Effect.

       

       

      As
        used
        in Section 11(k), the terms “employee benefit plan” and
“employee welfare benefit plan” shall have the respective meanings
        assigned to such terms in Section 3 of ERISA.

       

      
        	
                12.

              	
                REMEDIES
                  ON DEFAULT, ETC.

              


      

       

           
                   12.1.        Acceleration.

       

      (a)           If
        an Event of Default with respect to the Company described in paragraph (g)
        or
        (h) of Section 11 (other than an Event of Default described in clause (i)
        of paragraph (g) or described in clause (vi) of paragraph (g) by virtue of
        the
        fact that such clause encompasses clause (i) of paragraph (g)) has occurred,
        all
        the Notes of every Series then outstanding shall automatically become
        immediately due and payable.

       

      (b)           If
        any other Event of Default has occurred and is continuing, the Required Holders
        may at any time at their option, by notice or notices to the Company, declare
        all the Notes then outstanding to be immediately due and payable.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      (c)           If
        any Event of Default described in paragraph (a) or (b) of Section 11 has
        occurred and is continuing with respect to any Notes, any holder or holders
        of
        Notes at the time outstanding affected by such Event of Default may at any
        time,
        at its or their option, by notice or notices to the Company, declare all
        the
        Notes held by such holder or holders to be immediately due and
        payable.

       

       
Upon
        any Note’s becoming due and
        payable under this Section 12.1, whether automatically or by declaration,
        such Note will forthwith mature and the entire unpaid principal amount of
        such
        Note, plus (i) all accrued and unpaid interest thereon (including, but not
        limited to, interest accrued thereon at the Default Rate) and (ii) the
        Make-Whole Amount determined in respect of such principal amount (to the
        full
        extent permitted by applicable law), shall all be immediately due and payable,
        in each and every case without presentment, demand, protest or further notice,
        all of which are hereby waived.  The Company acknowledges, and the
        parties hereto agree, that each holder of a Note has the right to maintain
        its
        investment in the Notes free from repayment by the Company (except as herein
        specifically provided for) and that the provision for payment of a Make-Whole
        Amount by the Company in the event that the Notes are prepaid or are accelerated
        as a result of an Event of Default, is intended to provide compensation for
        the
        deprivation of such right under such circumstances.

       

                      
        12.2.         Other
        Remedies.

       

       If
        any Default or Event of
        Default has occurred and is continuing, and irrespective of whether any Notes
        have become or have been declared immediately due and payable under
        Section 12.1, the holder of any Note at the time outstanding may proceed to
        protect and enforce the rights of such holder by an action at law, suit in
        equity or other appropriate proceeding, whether for the specific performance
        of
        any agreement contained herein or in any Note, or for an injunction against
        a
        violation of any of the terms hereof or thereof, or in aid of the exercise
        of
        any power granted hereby or thereby or by law or otherwise.

       

           
                   12.3.        Rescission.

       

       At
        any time after the Notes have
        been declared due and payable pursuant to clause (b) or (c) of
        Section 12.1, the Required Holders, by written notice to the Company, may
        rescind and annul any such declaration and its consequences if (a) the
        Company has paid all overdue interest on the Notes, all principal of and
        Make-Whole Amount, if any, on any Notes that are due and payable and are
        unpaid
        other than by reason of such declaration, and all interest on such overdue
        principal and Make-Whole Amount, if any and (to the extent permitted by
        applicable law) any overdue interest in respect of the Notes, at the Default
        Rate, (b) neither the Company nor any other Person shall have paid any
        amounts which have become due solely by reason of such declaration, (c) all
        Events of Default and Defaults, other than non-payment of amounts that have
        become due solely by reason of such declaration, have been cured or have
        been
        waived pursuant to Section 17, and (d) no judgment or decree has been
        entered for the payment of any monies due pursuant hereto or to any
        Notes.  No rescission and annulment under this Section 12.3 will
        extend to or affect any subsequent Event of Default or Default or impair
        any
        right consequent thereon.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

           
                   12.4.        No
        Waivers or Election of Remedies, Expenses, Etc.

       

       No
        course of dealing and no delay
        on the part of any holder of any Note in exercising any right, power or remedy
        shall operate as a waiver thereof or otherwise prejudice such holder’s rights,
        powers or remedies.  No right, power or remedy conferred by this
        Agreement or by any Note upon any holder thereof shall be exclusive of any
        other
        right, power or remedy referred to herein or therein or now or hereafter
        available at law, in equity, by statute or otherwise.  Without
        limiting the obligations of the Company under Section 15, the Company will
        pay to the holder of each Note on demand such further amount as shall be
        sufficient to cover all costs and expenses of such holder incurred in any
        enforcement or collection under this Section 12, including, without
        limitation, reasonable attorneys’ fees, expenses and disbursements.

       

      
        	
                13.

              	
                REGISTRATION;
                  EXCHANGE; SUBSTITUTION OF
                  NOTES.

              


      

       

           
                   13.1.        Registration
        of Notes.

       

       The
        Company shall keep at its
        principal executive office a register for the registration and registration
        of
        transfers of Notes.  The name and address of each holder of one or
        more Notes, each transfer thereof and the name and address of each transferee
        of
        one or more Notes shall be registered in such register.  Prior to due
        presentment for registration of transfer, the Person in whose name any Note
        shall be registered shall be deemed and treated as the owner and holder thereof
        for all purposes hereof, and the Company shall not be affected by any notice
        or
        knowledge to the contrary.  The Company shall give to any holder of a
        Note that is an Institutional Investor, promptly upon request therefor, a
        complete and correct copy of the names and addresses of all registered holders
        of Notes.

       

           
                   13.2.        Transfer
        and Exchange of Notes.

       

       Upon
        surrender of any Note to the
        Company at the address and to the attention of the designated officer (all
        as
        specified in Section 18(iii)), for registration of transfer or exchange
        (and in the case of a surrender for registration of transfer accompanied
        by a
        written instrument of transfer duly executed by the registered holder of
        such
        Note or such holder’s attorney duly authorized in writing and accompanied by the
        relevant name, address and other information for notices of each transferee
        of
        such Note or part thereof), within ten Business Days thereafter, the Company
        shall execute and deliver, at the Company’s expense (except as provided below),
        one or more new Notes (as requested by the holder thereof) of the same Series
        in
        exchange therefor, in an aggregate principal amount equal to the unpaid
        principal amount of the surrendered Note.  Each such new Note shall be
        payable to such Person as such holder may request and shall be substantially
        in
        the form of the Note of such Series originally issued hereunder.  Each
        such new Note shall be dated and bear interest from the date to which interest
        shall have been paid on the surrendered Note or dated the date of the
        surrendered Note if no interest shall have been paid thereon.  The
        Company may require payment of a sum sufficient to cover any stamp tax or
        governmental charge imposed in respect of any such transfer of
        Notes.  Notes shall not be transferred in denominations of less than
        $100,000, provided that if necessary to enable the registration of
        transfer by a holder of its entire holding of Notes, one Note may be in a
        denomination of less than $100,000.  Any transferee, by its acceptance
        of a Note registered in its name (or the name of its nominee), shall be deemed
        to have made the representation set forth in Section 6.3.

       

      
        
          
          

        

        
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       The
        Notes have not been
        registered under the Securities Act or under the securities laws of any state
        and may not be transferred or resold unless registered under the Securities
        Act
        and all applicable state securities laws or unless an exemption from the
        requirement for such registration is available.

       

           
                   13.3.        Replacement
        of Notes.

       

       Upon
        receipt by the Company at
        the address and to the attention of the designated officer (all as specified
        in
        Section 18(iii)) of evidence reasonably satisfactory to it of the ownership
        of and the loss, theft, destruction or mutilation of any Note (which evidence
        shall be, in the case of an Institutional Investor, notice from such
        Institutional Investor of such ownership and such loss, theft, destruction
        or
        mutilation), and

       

      (a)           in
        the case of loss, theft or destruction, of indemnity reasonably satisfactory
        to
        it (provided that if the holder of such Note is, or is a nominee for, an
        original Purchaser or another holder of a Note with a minimum net worth of
        at
        least $50,000,000 in excess of the outstanding principal amount of such Note,
        such Person’s own unsecured agreement of indemnity shall be deemed to be
        satisfactory), or

       

      (b)           in
        the case of mutilation, upon surrender and cancellation thereof,

       

      the
        Company at its own expense shall execute and deliver not more than 30 days
        following satisfaction of such conditions, in lieu thereof, a new Note of
        the
        same Series as such lost, stolen, destroyed or mutilated Note, dated and
        bearing
        interest from the date to which interest shall have been paid on such lost,
        stolen, destroyed or mutilated Note or dated the date of such lost, stolen,
        destroyed or mutilated Note if no interest shall have been paid
        thereon.

       

      
        	
                14.

              	
                PAYMENTS
                  ON NOTES.

              


      

       

           
                   14.1.        Place
        of Payment.

       

       Subject
        to Section 14.2,
        payments of principal, Make-Whole Amount, if any and interest becoming due
        and
        payable on the Notes shall be made in New York, New York at the
        principal office in such jurisdiction of the Company’s Paying Agent (on the date
        hereof, Citibank, N.A.).  The Company may at any time, by notice to
        each holder of a Note, change the place of payment of the Notes so long as
        such
        place of payment shall be either the principal office of the Company in such
        jurisdiction or the principal office of a bank or trust company in such
        jurisdiction.  Notwithstanding that payments on the Notes will be made
        by or through the Paying Agent, the Company is and shall remain primarily
        liable
        for all of its obligations hereunder and in respect of the Notes.

       

                       14.2.        Home
        Office Payment.

       

       
So
        long as any Purchaser or its
        nominee shall be the holder of any Note, and notwithstanding anything contained
        in Section 14.1 or in such Note to the contrary, the Company will pay all
        sums becoming due on such Note for principal, Make-Whole Amount, if any,
        and
        interest by the method and at the address specified for such purpose below
        such
        Purchaser’s name in Schedule A, or by such other method or at such other address
        as such Purchaser shall have from time to time specified to the Company in
        writing for such purpose, without the presentation or surrender of such Note
        or
        the making of any notation thereon, except that upon written request of the
        Company made concurrently with or reasonably promptly after payment or
        prepayment in full of any Note, such Purchaser shall surrender such Note
        for
        cancellation, reasonably promptly after any such request, to the Company
        at its
        principal executive office or at the place of payment most recently designated
        by the Company pursuant to Section 14.1.  Prior to any sale or
        other disposition of any Note held by a Purchaser or its nominee, such Purchaser
        will, at its election, either endorse thereon the amount of principal paid
        thereon and the last date to which interest has been paid thereon or surrender
        such Note to the Company in exchange for a new Note or Notes pursuant to
        Section 13.2.  The Company will afford the benefits of this
        Section 14.2 to any Institutional Investor that is the direct or indirect
        transferee of any Note purchased by a Purchaser under this Agreement and
        that
        has made the same agreement relating to such Note as the Purchasers have
        made in
        this Section 14.2.

       

      
        
          
          

        

        
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                15.

              	
                EXPENSES,
                  ETC.

              


      

       

           
                   15.1.        Transaction
        Expenses.

       

       Whether
        or not the transactions
        contemplated hereby are consummated, the Company will pay all reasonable,
        out-of-pocket costs and expenses (including reasonable attorneys’ fees of a
        special counsel and, if reasonably required by the Required Holders, local
        or
        other counsel) incurred by each Purchaser and each other holder of a Note
        in
        connection with such transactions and in connection with any amendments,
        waivers
        or consents under or in respect of this Agreement, the Notes and any Subsidiary
        Guaranty Agreement (whether or not such amendment, waiver or consent becomes
        effective), including, without limitation: (a) the costs and expenses incurred
        in enforcing or defending (or determining whether or how to enforce or defend)
        any rights under this Agreement, the Notes and any Subsidiary Guaranty Agreement
        or in responding to any subpoena or other legal process or informal
        investigative demand issued in connection with this Agreement, the Notes
        and any
        Subsidiary Guaranty Agreement, or by reason of being a holder of any Note
        and
        (b) the costs and expenses, including financial advisors’ fees, incurred in
        connection with the insolvency or bankruptcy of the Company or any Subsidiary
        or
        in connection with any work-out or restructuring of the transactions
        contemplated hereby and by the Notes.  The Company will pay, and will
        save each Purchaser and each other holder of a Note harmless from, all claims
        in
        respect of any fees, costs or expenses, if any, of brokers and finders (other
        than those, if any, retained by a Purchaser or other holder in connection
        with
        its purchase of the Notes).

       

           
                   15.2.        Survival.

       

       The
        obligations of the Company
        under this Section 15 will survive the payment or transfer of any Note, the
        enforcement, amendment or waiver of any provision of this Agreement, the
        Notes
        or any Subsidiary Guaranty Agreement, and the termination of this
        Agreement.

       

       

      
        
          
          

        

        
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                16.

              	
                SURVIVAL
                  OF REPRESENTATIONS AND WARRANTIES; ENTIRE
                  AGREEMENT.

              


      

       

       All
        representations and
        warranties contained herein shall survive the execution and delivery of this
        Agreement and the Notes, the purchase or transfer by any Purchaser of any
        Note
        or portion thereof or interest therein and the payment of any Note, and may
        be
        relied upon by any subsequent holder of any such Note, regardless of any
        investigation made at any time by or on behalf of any Purchaser or any other
        holder of a Note.  All statements contained in any certificate or
        other instrument delivered by or on behalf of the Company pursuant to this
        Agreement shall be deemed representations and warranties of the Company under
        this Agreement.  Subject to the preceding sentence, this Agreement and
        the Notes embody the entire agreement and understanding between the Purchasers
        and the Company and supersede all prior agreements and understandings relating
        to the subject matter hereof.

       

      
        	
                17.

              	
                AMENDMENT
                  AND WAIVER.

              


      

       

           
                   17.1.        Requirements.

       

      This
        Agreement and the Notes may be
        amended, and the observance of any term hereof or of the Notes may be waived
        (either retroactively or prospectively), with (and only with) the written
        consent of the Company and the Required Holders, except that (a) no
        amendment or waiver of any of the provisions of Section 6 hereof, or any
        defined term (as it is used therein), will be effective as to any Purchaser
        unless consented to by such Purchaser in writing, and (b) no such amendment
        or waiver may, without the written consent of all of the holders of Notes
        at the
        time outstanding affected thereby, (i) subject to the provisions of
        Section 12 relating to acceleration or rescission, change the amount or
        time of any prepayment or payment of principal of, or reduce the rate or
        change
        the time of payment or method of computation of interest (if such change
        in the
        method of computation of interest results in a decrease in the interest rate)
        or
        of the Make-Whole Amount on, the Notes, (ii) change the percentage of the
        principal amount of the Notes the holders of which are required to consent
        to
        any such amendment or waiver, or (iii) amend any of Sections 8, 11(a),
        11(b), 12, 17 or 20.

       

           
                   17.2.        Solicitation
        of Holders of Notes.

       

      (a)           Solicitation.  The
        Company will provide each holder of the Notes (irrespective of the amount
        of
        Notes then owned by it) with sufficient information, sufficiently far in
        advance
        of the date a decision is required, to enable such holder to make an informed
        and considered decision with respect to any proposed amendment, waiver or
        consent in respect of any of the provisions hereof, or of the
        Notes.  The Company will deliver executed or true and correct copies
        of each amendment, waiver or consent effected pursuant to the provisions
        of this
        Section 17 to each holder of outstanding Notes promptly following the date
        on which it is executed and delivered by, or receives the consent or approval
        of, the requisite holders of Notes.

       

      (b)           Payment.  The
        Company will not directly or indirectly pay or cause to be paid any
        remuneration, whether by way of supplemental or additional interest, fee
        or
        otherwise, or grant any security or provide other credit support, to any
        holder
        of Notes as consideration for or as an inducement to the entering into by
        any
        holder of Notes of any waiver or amendment of any of the terms and provisions
        hereof unless such remuneration is concurrently paid, or security is
        concurrently granted or other credit support is concurrently provided, on
        the
        same terms, ratably to each holder of Notes then outstanding even if such
        holder
        did not consent to such waiver or amendment.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      (c)           Consent
        in Contemplation of Transfer.  Any consent made pursuant to this
        Section 17 by a holder of Notes that has transferred or has agreed to transfer
        its Notes to the Company, any Subsidiary or any Affiliate of the Company
        and has
        provided or has agreed to provide such written consent as a condition to
        such
        transfer shall be void and of no force or effect except solely as to such
        holder, and any amendments effected or waivers granted or to be effected
        or
        granted that would not have been or would not be so effected or granted but
        for
        such consent (and the consents of all other holders of Notes that were acquired
        under the same or similar conditions) shall be void and of no force or effect
        except solely as to such holder.

       

                       17.3.        Binding
        Effect, Etc.

       

       Any
        amendment or waiver consented
        to as provided in this Section 17 applies equally to all holders of Notes
        and is binding upon them and upon each future holder of any Note and upon
        the
        Company without regard to whether such Note has been marked to indicate such
        amendment or waiver.  No such amendment or waiver will extend to or
        affect any obligation, covenant, agreement, Default or Event of Default not
        expressly amended or waived or impair any right consequent
        thereon.  No course of dealing between the Company and the holder of
        any Note nor any delay in exercising any rights hereunder or under any Note
        shall operate as a waiver of any rights of any holder of such
        Note.  As used herein, the term “this Agreement” and references
        thereto shall mean this Agreement as it may from time to time be amended
        or
        supplemented.

       

           
                   17.4.        Notes
        Held by Company, Etc.

       

       Solely
        for the purpose of
        determining whether the holders of the requisite percentage of the aggregate
        principal amount of Notes then outstanding approved or consented to any
        amendment, waiver or consent to be given under this Agreement or the Notes,
        or
        have directed the taking of any action provided herein or in the Notes to
        be
        taken upon the direction of the holders of a specified percentage of the
        aggregate principal amount of Notes then outstanding, Notes directly or
        indirectly owned by the Company or any of its Affiliates shall be deemed
        not to
        be outstanding.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      
        	
                18.

              	
                NOTICES.

              


      

       

       All
        notices and communications
        provided for hereunder shall be in writing and sent (a) by fax if the
        sender on the same day sends a confirming copy of such notice by a recognized
        overnight delivery service (with charges prepaid), (b) by a recognized
        overnight delivery service (charges prepaid) or (c) by a posting through
        an
        Electronic Distribution Service, if the sender on the same day sends or causes
        to be sent notice to each holder of Notes of such posting by electronic
        mail.  Any such notice must be sent:

       

      (i)           if
        to any Purchaser or its nominee, to such Purchaser or its nominee at the
        fax
        number or address or, in the case of clause (c) above, the e-mail address
        specified for such communications in Schedule A to this Agreement, or at
        such other address or e-mail address as such Purchaser or nominee shall have
        specified to the Company in writing pursuant to this
        Section 18;

       

      (ii)           if
        to any other holder of any Note, to such holder at such address or, in the
        case
        of clause (c) above, such e-mail address as such other holder shall have
        specified to the Company in writing pursuant to this Section 18;
        or

       

      (iii)           if
        to the Company, to the Company at its address set forth at the beginning
        hereof
        to the attention of Chief Financial Officer, with a copy to the General Counsel,
        or at such other address as the Company shall have specified to the holder
        of
        each Note in writing.

       

       Notices
        under this
        Section 18 will be deemed given only when actually received.

       

      
        	
                19.

              	
                REPRODUCTION
                  OF DOCUMENTS.

              


      

       

       This
        Agreement and all documents
        relating thereto, including, without limitation, (a) consents, waivers and
        modifications that may hereafter be executed, (b) documents received by any
        Purchaser at the Closing (except the Notes themselves), and (c) financial
        statements, certificates and other information previously or hereafter furnished
        to any Purchaser, may be reproduced by such Purchaser by any photographic,
        photostatic, electronic, digital, or other similar process and such Purchaser
        may destroy any original document so reproduced.  The Company agrees
        and stipulates that, to the extent permitted by applicable law, any such
        reproduction shall be admissible in evidence as the original itself in any
        judicial or administrative proceeding (whether or not the original is in
        existence and whether or not such reproduction was made by such Purchaser
        in the
        regular course of business) and any enlargement, facsimile or further
        reproduction of such reproduction shall likewise be admissible in
        evidence.  This Section 19 shall not prohibit the Company or any
        other holder of Notes from contesting any such reproduction to the same extent
        that it could contest the original, or from introducing evidence to demonstrate
        the inaccuracy of any such reproduction.

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      
        	
                20.

              	
                CONFIDENTIAL
                  INFORMATION.

              


      

       

       For
        the purposes of this
        Section 20, “Confidential Information” means information delivered
        to any Purchaser by or on behalf of the Company or any Subsidiary in connection
        with the transactions contemplated by or otherwise pursuant to this Agreement
        that is proprietary in nature and that was clearly marked or labeled or
        otherwise adequately identified when received by such Purchaser as being
        confidential information of the Company or such Subsidiary, provided
        that such term does not include information that (a) was publicly known
        (other than through the wrongful disclosure by any Purchaser) or otherwise
        known
        to such Purchaser prior to the time of such disclosure from a source other
        than
        the Company, its Subsidiaries or any Affiliate or agent of the Company or
        any
        Subsidiary known by such Purchaser to be an Affiliate or agent thereof,
        (b) subsequently becomes publicly known through no act or omission by such
        Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise
        becomes known to such Purchaser other than through disclosure by the Company
        or
        any Subsidiary, or any Affiliate or agent of the Company or any Subsidiary
        known
        by such Purchaser to be an Affiliate or agent thereof or (d) constitutes
        financial statements delivered to such Purchaser under Section 7.1 that are
        otherwise publicly available.  Each Purchaser will maintain the
        confidentiality of such Confidential Information in accordance with procedures
        adopted by such Purchaser in good faith to protect confidential information
        of
        third parties delivered to such Purchaser, provided that such Purchaser
        may deliver or disclose Confidential Information to (i) its directors,
        officers, employees, agents, attorneys, trustees and affiliates (to the extent
        such disclosure reasonably relates to the administration of the investment
        represented by its Notes), (ii) its financial advisors and other
        professional advisors who agree to hold confidential the Confidential
        Information substantially in accordance with the terms of this Section 20,
        (iii) any other holder of any Note, (iv) any Institutional Investor to
        which it sells or offers to sell such Note or any part thereof or any
        participation therein (if such Person has agreed in writing prior to its
        receipt
        of such Confidential Information to be bound by the provisions of this
        Section 20), (v) any Person from which it offers to purchase any
        security of the Company (if such Person has agreed in writing prior to its
        receipt of such Confidential Information to be bound by the provisions of
        this
        Section 20), (vi) any federal or state regulatory authority having
        jurisdiction over such Purchaser, (vii) the National Association of
        Insurance Commissioners (including its Securities Valuation Office) or any
        similar organization, or any nationally recognized rating agency that requires
        access to information about such Purchaser’s investment portfolio, or
        (viii) any other Person to which such delivery or disclosure may be
        necessary or appropriate (w) to effect compliance with any law, rule,
        regulation or order applicable to such Purchaser, (x) in response to any
        subpoena or other legal process, (y) in connection with any litigation to
        which such Purchaser is a party or (z) if an Event of Default has occurred
        and is continuing, to the extent such Purchaser may reasonably determine
        such
        delivery and disclosure to be necessary or appropriate in the enforcement
        or for
        the protection of the rights and remedies under such Purchaser’s Notes and this
        Agreement; provided, that such Purchaser shall, unless prohibited by
        law, notify the Company of any disclosure required pursuant to clause (x)
        or (y)
        above as far in advance as reasonably practicable to enable the Company to
        seek
        a protective order or other appropriate relief.  Each holder of a
        Note, by its acceptance of a Note, will be deemed to have agreed to be bound
        by
        and to be entitled to the benefits of this Section 20 as though it were a
        party to this Agreement.  On reasonable request by the Company in
        connection with the delivery to any holder of a Note of information required
        to
        be delivered to such holder under this Agreement or requested by such holder
        (other than a holder that is a party to this Agreement or its nominee), such
        holder will enter into an agreement with the Company embodying the provisions
        of
        this Section 20.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      
        	
                21.

              	
                SUBSTITUTION
                  OF PURCHASER.

              


      

       

       Each
        Purchaser shall have the
        right to substitute any one of its Affiliates as the purchaser of the Notes
        that
        it has agreed to purchase hereunder, by written notice to the Company, which
        notice shall be signed by both such Purchaser and such Affiliate, shall contain
        such Affiliate’s agreement to be bound by this Agreement and shall contain a
        confirmation by such Affiliate of the accuracy with respect to it of the
        representations set forth in Section 6.  Upon receipt of such notice,
        any reference to such Purchaser in this Agreement (other than in this Section
        21), shall be deemed to refer to such Affiliate in lieu of such original
        Purchaser.  In the event that such Affiliate is so substituted as a
        Purchaser hereunder and such Affiliate thereafter transfers to such original
        Purchaser all of the Notes then held by such Affiliate, upon receipt by the
        Company of notice of such transfer, any reference to such Affiliate as a
        “Purchaser” in this Agreement (other than in this Section 21), shall no longer
        be deemed to refer to such Affiliate, but shall refer to such original
        Purchaser, and such original Purchaser shall again have all the rights of
        an
        original holder of the Notes under this Agreement.

       

      
        	
                22.

              	
                MISCELLANEOUS.

              


      

       

           
                   22.1.        Successors
        and Assigns.

       

       All
        covenants and other
        agreements contained in this Agreement by or on behalf of any of the parties
        hereto bind and inure to the benefit of their respective successors and assigns
        (including, without limitation, any subsequent holder of a Note) whether
        so
        expressed or not.

       

           
                   22.2.        Payments
        Due on Non-Business Days.

       

      Anything
        in this Agreement or the Notes
        to the contrary notwithstanding (but without limiting the requirement in
        Section 8.2 that the notice of any optional prepayment specify a Business
        Day as the date fixed for such prepayment), any payment of principal of or
        Make-Whole Amount or interest on any Note that is due on a date other than
        a
        Business Day shall be made on the next succeeding Business Day without including
        the additional days elapsed in the computation of the interest payable on
        such
        next succeeding Business Day; provided that if the maturity date of any
        Note is a date other than a Business Day, the payment otherwise due on such
        maturity date shall be made on the next succeeding Business Day and shall
        include the additional days elapsed in the computation of interest payable
        on
        such next succeeding Business Day.

       

           
                   22.3.        Accounting
        Terms.

       

      All
        accounting terms used herein which
        are not expressly defined in this Agreement have the meanings respectively
        given
        to them in accordance with GAAP.  Except as otherwise specifically
        provided herein, (i) all computations made pursuant to this Agreement shall
        be made in accordance with GAAP, and (ii) all financial statements shall be
        prepared in accordance with GAAP.

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

                      
        22.4.        Severability.

       

      Any
        provision of this Agreement that is
        prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
        be ineffective to the extent of such prohibition or unenforceability without
        invalidating the remaining provisions hereof, and any such prohibition or
        unenforceability in any jurisdiction shall (to the full extent permitted
        by law)
        not invalidate or render unenforceable such provision in any other
        jurisdiction.

       

           
                   22.5.        Construction.

       

      Each
        covenant contained herein shall be
        construed (absent express provision to the contrary) as being independent
        of
        each other covenant contained herein, so that compliance with any one covenant
        shall not (absent such an express contrary provision) be deemed to excuse
        compliance with any other covenant.  Where any provision herein refers
        to action to be taken by any Person, or which such Person is prohibited from
        taking, such provision shall be applicable whether such action is taken directly
        or indirectly by such Person.

       

       For
        the avoidance of doubt, all
        Schedules and Exhibits attached to this Agreement shall be deemed to be a
        part
        hereof.

       

           
                   22.6.        Counterparts.

       

       This
        Agreement may be executed in
        any number of counterparts, each of which shall be an original but all of
        which
        together shall constitute one instrument.  Each counterpart may
        consist of a number of copies hereof, each signed by less than all, but together
        signed by all, of the parties hereto.

       

                       22.7.        Governing
        Law.

       

       This
        Agreement shall be construed
        and enforced in accordance with, and the rights of the parties 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 permit the application of the laws of a
        jurisdiction other than such State.

       

                       
        22.8.       Jurisdiction
        and Process; Waiver of Jury Trial.

       

      (a)           The
        Company irrevocably submits to the non-exclusive jurisdiction of any New
        York
        State or federal court sitting in the Borough of Manhattan, The City of New
        York, over any suit, action or proceeding arising out of or relating to this
        Agreement or the Notes.  To the fullest extent permitted by applicable
        law, the Company irrevocably waives and agrees not to assert, by way of motion,
        as a defense or otherwise, any claim that it is not subject to the jurisdiction
        of any such court, any objection that it may now or hereafter have to the
        laying
        of the venue of any such suit, action or proceeding brought in any such court
        and any claim that any such suit, action or proceeding brought in any such
        court
        has been brought in an inconvenient forum.

       

      (b)           The
        Company consents to process being served by or on behalf of any holder of
        Notes
        in any suit, action or proceeding of the nature referred to in
        Section 22.8(a) by mailing a copy thereof by registered or certified mail
        (or any substantially similar form of mail), postage prepaid, return receipt
        requested, to it at its address specified in Section 18 or at such other
        address of which such holder shall then have been notified pursuant to said
        Section.  The Company agrees that such service upon receipt
        (i) shall be deemed in every respect effective service of process upon it
        in any such suit, action or proceeding and (ii) shall, to the fullest
        extent permitted by applicable law, be taken and held to be valid personal
        service upon and personal delivery to it.  Notices hereunder shall be
        conclusively presumed received as evidenced by a delivery receipt furnished
        by
        the United States Postal Service or any reputable commercial delivery
        service.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      (c)           Nothing
        in this Section 22.8 shall affect the right of any holder of a Note to
        serve process in any manner permitted by law, or limit any right that the
        holders of any of the Notes may have to bring proceedings against the Company
        in
        the courts of any appropriate jurisdiction or to enforce in any lawful manner
        a
        judgment obtained in one jurisdiction in any other jurisdiction.

       

      (d)           The
        parties hereto hereby waive trial by jury in any action brought on or with
        respect to this Agreement, the Notes or any other document executed in
        connection herewith or therewith.

       

      *  *  *  *  *

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

        The
        execution hereof by the
        Purchasers shall constitute a contract among the Company and the Purchasers
        for
        the uses and purposes hereinabove set forth.

      


                          Very
        truly
        yours,

      


                          INTERNATIONAL
        FLAVORS
&

                          FRAGRANCES
        INC.

          


                          By:________________________________________________

                          Name:  
         Douglas J. Wetmore

                          Title:      Senior
        Vice President & Chief Financial Officer

      


      


      


      


      


      Accepted
        as of the date first written above.

      


      


      [PURCHASERS]

      


      By:_____________________________________________

      Name:

      Title:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Schedule
        B

      


      Defined
        Terms

      


      As
        used herein, the following terms
        have the respective meanings set forth below or set forth in the
        Section hereof following such term:

       

      “Additional
        Interest” means,
        with respect to any Note, additional interest at the rate of 0.75% per annum
        (75
        basis points) added to the stated rate of interest on such Note, which shall
        accrue and be payable in respect of such Note during each Additional Interest
        Period on the same dates and in the same manner as all other accrued interest
        on
        such Note is payable.

       

      “Additional
        Interest Period”
means the period (a) commencing on (and including) the first day of
        the
        Fiscal Quarter following any Reference Period in respect of which the Net
        Debt
        to EBITDA Ratio calculated as of the last day of such Reference Period exceeds
        3.50 to 1, and (b) ending on (and including) the last day of any subsequent
        Reference Period in respect of which the Net Debt to EBITDA Ratio calculated
        as
        of the last day of such Reference Period does not exceed 3.50 to 1.

       

      “Affiliate”
        means, at any
        time, and with respect to any Person, (a) any other Person that at such
        time directly or indirectly through one or more intermediaries Controls,
        or is
        Controlled by, or is under common Control with, such first Person, and, with
        respect to the Company, shall include (b) any Person beneficially owning or
        holding, directly or indirectly, 15% or more of any class of voting or equity
        interests of the Company or any Subsidiary or any Person of which the Company
        and its Subsidiaries beneficially own or hold, in the aggregate, directly
        or
        indirectly, 15% or more of any class of voting or equity
        interests.  As used in this definition,
“Control”  means the possession, directly or indirectly, of
        the power to direct or cause the direction of the management and policies
        of a
        Person, whether through the ownership of voting securities, by contract or
        otherwise.  Unless the context otherwise clearly requires, any
        reference to an “Affiliate” is a reference to an Affiliate of the
        Company.

       

      “Agreement,
        this” is defined
        in Section 17.3.

       

      “Anti-Terrorism
        Order” means
        Executive Order No. 13,224 of September 24, 2001, Blocking Property and
        Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
        Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

       

      “Asset
        Sale Prepayment Date”
        is defined in Section 8.7(a).

       

      “Asset
        Sale Prepayment Offer”
        is defined in Section 8.7(a).

       

      “Business
        Day” means any day
        other than a Saturday, a Sunday or a day on which commercial banks in New
        York,
        New York are required or authorized to be closed.

       

      “Capital
        Lease” means, at any
        time, a lease with respect to which the lessee is required concurrently to
        recognize the acquisition of an asset and the incurrence of a liability in
        accordance with GAAP.

       

      
        
          
          

        

        
          Schedule
            B-1

          
            

          

        

        
          
          

        

      

       

      “Capital
        Lease Obligation”
        means, with respect to any Person and a Capital Lease, the amount of the
        obligation of such Person as the lessee under such Capital Lease which would,
        in
        accordance with GAAP, appear as a liability on a balance sheet of such
        Person.

       

      “Cash”
        means, at any time,
“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) of the Company or any Subsidiary, including, without
        limitation, as of the date of this Agreement, currency on hand, demand deposits
        with financial institutions and other similar deposit accounts.

       

      “Cash
        Equivalents” means, at
        any time, “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) of the Company or any
        Subsidiary, including, without limitation, as of 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 Control” is defined
        in Section 8.8(h)(i).

       

      “Closing”
        is defined in
        Section 3.

       

      “Closing
        Date” is defined in
        Section 3.

       

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

       

      “Company”
        is defined in the
        introductory paragraph hereof.

       

      “Confidential
        Information” is
        defined in Section 20.

       

      “Consolidated
        Debt” means as
        of any date of determination the total amount of all Debt of the Company
        and its
        Subsidiaries determined on a consolidated basis in accordance with
        GAAP.

       

      “Consolidated
Debt
        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, arising under any current or consummated Hedge
        Agreements.

      


                 
        “Consolidated EBITDA” for the Company and
        its Subsidiaries shall mean, for any relevant period, the result without
        duplication of (a) Consolidated Net Income, plus (b) to the extent deducted
        in
        determining Consolidated Net Income for such period, (i) Consolidated Interest
        Expense, (ii) income taxes, (iii) depreciation and amortization expense,
        (iv)
        all other non-cash charges and (v) extraordinary or unusual losses, minus
        (c)
        extraordinary or unusual gains added in determining Consolidated Net Income
        for
        such period, all determined on a consolidated basis in accordance with GAAP;
        provided that if, during any period for which Consolidated EBITDA is being
        determined, the Company or a Subsidiary has completed an acquisition or
        divestiture Consolidated EBITDA shall be determined on the basis that (A)
        such
        acquisition or divestiture occurred on the first day of such period, (B)
        any
        non-recurring expenses associated with such acquisition or divestiture had
        not
        been incurred and (C) for the avoidance of doubt, any reductions in expenses
        expected to be achieved as a result of such acquisition or divestiture will
        not
        be taken into account in giving pro forma effect thereto.

       

      
        
          
          

        

        
          Schedule
            B-2

          
            

          

        

        
          
          

        

      

      
 

                  
        “Consolidated Interest Expense” means, for any relevant period, the
        aggregate of all interest expense deducted in the calculation of Consolidated
        Net Income for such period determined in accordance with GAAP.

      


                   
        “Consolidated Net Debt” means as of any date of determination, the
        result of Consolidated Debt for Borrowed Money of the Company and its
        Subsidiaries less Cash and Cash Equivalents as determined on a consolidated
        basis in accordance with GAAP.

      


                  
        “Consolidated Net Income” means for any
        relevant period the
        consolidated net income (or loss) of the Company and its Subsidiaries,
        determined on a consolidated basis in accordance with GAAP.

      


                  
        “Consolidated Total Assets” means, as of any date of determination, the
        total assets of the Company and its Subsidiaries which would be reflected
        on a
        consolidated balance sheet of the Company and its Subsidiaries prepared as
        at
        such date in accordance with GAAP.

      


      “Debt”
        means, with respect to
        any Person, without duplication,

       

      (a)           its
        liabilities for borrowed money (including, without limitation, its reimbursement
        obligations under bankers’ acceptances, letters of credit and similar extensions
        of credit that have been drawn upon and are not subject to any
        contingency);

       

      (b)           its
        liabilities for the deferred purchase price of property acquired by such
        Person
        (excluding accounts payable and other accrued liabilities arising in the
        ordinary course of business but including, without limitation, all liabilities
        created or arising under any conditional sale or other title retention agreement
        with respect to any such property);

       

      (c)           its
        Capital Lease Obligations;

       

      (d)           its
        liabilities for borrowed money secured by any Lien with respect to any property
        owned by such Person (whether or not it has assumed or otherwise become liable
        for such liabilities); and

       

      (e)           Guaranties
        by such Person with respect to liabilities of a Person that is not a Subsidiary
        of such first Person of a type described in any of clauses (a) through (d)
        hereof.

       

      “Default”
        means an event or
        condition the occurrence or existence of which would, with the lapse of time
        or
        the giving of notice or both, become an Event of Default.

       

      “Default
        Rate” means, with
        respect to the Notes of any Series, that rate of interest that is 2% per
        annum
        above the rate of interest then in effect for Notes of such Series.

       

      
        
          
          

        

        
          Schedule
            B-3

          
            

          

        

        
          
          

        

      

       

      “Disclosure
        Documents” is
        defined in Section 5.3.

       

      “Disposition
        Value” means, at
        any time, with respect to any property (a) in the case of property that does
        not
        constitute Subsidiary Stock, the book value thereof, valued at the time of
        such
        disposition in good faith by the Company and (b) in the case of property
        that
        constitutes Subsidiary Stock, an amount equal to that percentage of book
        value
        of the assets of the Subsidiary that issued such stock as is equal to the
        percentage that the book value of such Subsidiary Stock represents of the
        book
        value of all of the outstanding capital stock of such Subsidiary (assuming,
        in
        making such calculations, that all securities convertible into such capital
        stock are so converted and giving full effect to all transactions that would
        occur or be required in connection with such conversion) determined at the
        time
        of the disposition thereof, in good faith by the Company.

       

      “Electronic
        Distribution
        Service” means IntraLinks® or a comparable internet document posting and
        distribution service accessible by the holders of the Notes.

       

      “Environmental
        Laws” means any
        and all federal, state, local, and foreign statutes, laws, regulations,
        ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
        franchises, licenses, agreements or governmental restrictions relating to
        pollution and the protection of the environment or the release of any materials
        into the environment, including but not limited to those related to hazardous
        substances or wastes, air emissions and discharges to waste or public
        systems.

       

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

       

      “ERISA
        Affiliate” means any
        trade or business (whether or not incorporated) that is treated as a single
        employer together with the Company under section 414 of the
        Code.

       

      “Event
        of Default” is defined
        in Section 11.

       

      “Excess
        Asset Sale Amount” is
        defined in Section 10.4.

       

      “Exchange
        Act” means the
        Securities Exchange Act of 1934, as amended.

       

      “Existing
        Shareholder” is
        defined in Section 8.8(h)(ii)(A).

       

      “Fair
        Market Value” means, at
        any time and with respect to any property, the sale value of such property
        that
        would be realized in an arm’s-length sale at such time between an informed and
        willing buyer and an informed and willing seller (neither being under a
        compulsion to buy or sell), as reasonably determined in the good faith opinion
        of the Company’s board of directors.

       

      “Fiscal
        Quarter” means a
        fiscal quarter of the Company.

       

      “Founder”
is
        defined in
        Section 8.8(h)(ii).

       

      
        
          
          

        

        
          Schedule
            B-4

          
            

          

        

        
          
          

        

      

       

      “GAAP”
        means those generally
        accepted accounting principles as in effect from time to time in the United
        States of America; provided that, if the Company notifies the Required Holders
        that the Company wishes to amend any covenant (or the definition of any defined
        term used therein) to eliminate the effect of any change in such generally
        accepted accounting principles on the operation of such covenant or definition,
        then the Company’s compliance with such covenant or the meaning of such
        definition shall be determined on the basis of such generally accepted
        accounting principles in effect immediately before the relevant change in
        generally accepted accounting principles became effective, until either such
        notice is withdrawn or such covenant is amended in a manner satisfactory
        to the
        Company and the Required Holders.

       

      “Governmental
        Authority”
        means

       

      (a)           the
        government of

       

      (i)           the
        United States of America or any state or other political subdivision thereof,
        or

       

      (ii)           any
        jurisdiction in which the Company or any Subsidiary conducts all or any part
        of
        its business, or which has jurisdiction over any properties of the Company
        or
        any Subsidiary, or

       

      (b)           any
        entity exercising executive, legislative, judicial, regulatory or administrative
        functions of, or pertaining to, any such government.

       

      “Guaranty”
        means, with respect
        to any Person, any obligation (except the endorsement in the ordinary course
        of
        business of negotiable instruments for deposit or collection) of such Person
        guaranteeing or in effect guaranteeing any Debt, dividend or other obligation
        of
        any other Person in any manner, whether directly or indirectly, including
        (without limitation) obligations incurred through an agreement, contingent
        or
        otherwise, by such Person:

       

      (a)           to
        purchase such Debt or obligation or any property constituting security therefor
        primarily for the purpose of assuring the owner of such Debt or obligation
        of
        the ability of any other Person to make payment of the Debt or
        obligation;

       

      (b)           to
        advance or supply funds (i) for the purchase or payment of such Debt or
        obligation, or (ii) to maintain any working capital or other balance sheet
        condition or any income statement condition of any other Person or otherwise
        to
        advance or make available funds for the purchase or payment of such Debt
        or
        obligation;

       

      (c)           to
        lease properties or to purchase properties or services primarily for the
        purpose
        of assuring the owner of such Debt or obligation of the ability of any other
        Person to make payment of the Debt or obligation; or

       

      (d)           otherwise
        to assure the owner of such Debt or obligation against loss in respect
        thereof.

       

      In
        any computation of the Debt or other
        liabilities of the obligor under any Guaranty, the Debt or other obligations
        that are the subject of such Guaranty shall be assumed to be direct obligations
        of such obligor, provided that the amount of such Debt outstanding for
        purposes of this Agreement shall not exceed the maximum amount of Debt that
        is
        the subject of such Guaranty.

       

      
        
          
          

        

        
          Schedule
            B-5

          
            

          

        

        
          
          

        

      

       

      “Guaranty
        Cap” is defined in
        Section 9.8.

       

      “Hazardous
        Material” means any
        and all pollutants, toxic or hazardous wastes or other substances that might
        pose a hazard to health and safety, the removal of which may be required
        or the
        generation, manufacture, refining, production, processing, treatment, storage,
        handling, transportation, transfer, use, disposal, release, discharge, spillage,
        seepage or filtration of which is or shall be restricted, prohibited or
        penalized by any applicable law including, but not limited to, asbestos,
        urea
        formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum
        products, lead based paint, radon gas or similar restricted, prohibited or
        penalized substances.

       

      “Hedge
        Agreements” means
        interest rate swap, cap or collar agreements, interest rate future or option
        contracts, currency swap agreements, currency future or option contracts
        and
        other similar agreements.

       

      “holder”
        means, with respect
        to any Note, the Person in whose name such Note is registered in the register
        maintained by the Company pursuant to Section 13.1.

       

      “INHAM
        Exemption” is defined
        in Section 6.3(e).

       

      “Institutional
        Investor” means
        (a) any original purchaser of a Note, (b) any holder of a Note holding
        (together with one or more of its affiliates) more than $5,000,000 of the
        aggregate principal amount of the Notes then outstanding and (c) any bank,
        trust company or other financial institution, pension plan, investment company,
        insurance company, broker or dealer, or other similar financial institution
        or
        entity, regardless of legal form.

       

      “Lien”
        means, with respect to
        any Person, any mortgage, lien, pledge, charge, security interest or other
        encumbrance, or any interest or title of any vendor, lessor, lender or other
        secured party to or of such Person under any conditional sale or other title
        retention agreement (other than an operating lease) or Capital Lease, upon
        or
        with respect to any property or asset of such Person (including, in the case
        of
        stock, any purchase option, call or similar right of a third party with respect
        to such stock).

       

      “Make-Whole
        Amount” shall have
        the meaning set forth in Section 8.6.

       

      “Material”
        means material in
        relation to the business, operations, affairs, financial condition, assets
        or
        properties of the Company and its Subsidiaries taken as a whole.

       

      “Material
        Adverse Effect”
        means a material adverse effect on (a) the business, operations, affairs,
        financial condition, assets or properties of the Company and its Subsidiaries
        taken as a whole, or (b) the ability of the Company to perform its
        obligations under this Agreement and the Notes, or (c) the validity or
        enforceability of this Agreement or the Notes.

       

      
        
          
          

        

        
          Schedule
            B-6

          
            

          

        

        
          
          

        

      

       

      “Material
        Subsidiary” means,
        at any time, (a) any Subsidiary Guarantor and (b) any Subsidiary of the Company
        which, together with all other Subsidiaries of such Subsidiary, accounts
        for
        more than (i) 10% of Consolidated Total Assets at such time or
        (ii) 10% of consolidated revenue of the Company and its Subsidiaries for
        the Reference Period most recently ended at such time.

       

      “Memorandum”
        is defined in
        Section 5.3.

       

      “Moody’s”
means
        Moody’s
        Investor Services, Inc., or any successor by merger or change of name which
        is a
        nationally recognized rating agency in the United States of
        America.

       

      “Multiemployer
        Plan” means any
        Plan that is a “multiemployer plan” (as such term is defined in
        Section 4001(a)(3) of ERISA).

       

      “NAIC
        Annual Statement” is
        defined in Section 6.3(a).

       

      “Net
        Debt to EBITDA Ratio”
means the ratio set forth in Section 10.1 hereof.

       

      “Notes”
        is defined in
        Section 1.

       

      “Officer’s
        Certificate” means
        a certificate of a Senior Financial Officer or of any other officer of the
        Company whose responsibilities extend to the subject matter of such
        certificate.

       

      “Paying
        Agency Agreement”
        means the Paying Agency and Servicing Agreement, dated as of the date hereof,
        by
        and between the Company and the Paying Agent.

       

      “Paying
        Agent” means Citibank,
        N.A., as paying agent and servicer under the Paying Agency Agreement and
        any
        successor in such capacity thereunder.

       

      “PBGC”
        means the Pension
        Benefit Guaranty Corporation referred to and defined in ERISA or any successor
        thereto.

       

      “Person”
        means an individual,
        partnership, corporation, limited liability company, association, trust,
        unincorporated organization, or a government or agency or political subdivision
        thereof.

       

      “Plan”
        means an “employee
        benefit plan” (as defined in Section 3(3) of ERISA), other than a
        Multiemployer Plan, that is or, within the preceding five years, has been
        established or maintained, or to which contributions are or, within the
        preceding five years, have been made or required to be made, by the Company
        or
        any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate
        may have any liability.

       

      “Principal
        Bank Facility”
        means that certain Multicurrency Revolving Facility Agreement, dated November
        23, 2005, among the Company, as Guarantor and Parent, certain Subsidiaries
        of
        the Company as Borrowers thereunder, Citibank International PLC as Agent
        and
        Euro Swingline Agent and the other lenders party thereto from time to time,
        as
        the same may be amended, supplemented or modified from time to time and any
        additional, successor or replacement syndicated credit facility or credit
        facility of the Company entered into to augment, refinance or replace any
        of the
        foregoing.

       

      
        
          
          

        

        
          Schedule
            B-7

          
            

          

        

        
          
          

        

      

       

      “property”
        or
“properties” means, unless otherwise specifically limited, real or
        personal property of any kind, tangible or intangible, choate or
        inchoate.

       

      “Proposed
        Prepayment Date” is
        defined in Section 8.8(c).

       

      “PTE”
is
        defined in Section
        6.3(a).

       

      “Purchasers”
        is defined in the
        introductory paragraph hereof.

       

      “Public
        Debt Rating” is
        defined in Section 8.8(h)(iii).

       

      “QPAM
        Exemption” is defined in
        Section 6.3(d).

       

      “Ratable
        Portion” means, in
        respect of any offered prepayment of any Note in accordance with Section
        8.7
        hereof, an amount equal to the product of (a) the aggregate net proceeds
        received from any sale, lease or other disposition of assets of the Company
        or
        any Subsidiary being applied to the prepayment or retirement of Senior Debt
        multiplied by (b) a fraction the numerator of which is the outstanding principal
        amount of such Note at the time of such offered prepayment and the denominator
        of which is the aggregate principal amount of Senior Debt of the Company
        and its
        Subsidiaries at such time determined on a consolidated basis in accordance
        with
        GAAP.

       

      “Reference
        Period” means any
        period of four complete consecutive Fiscal Quarters of the Company.

       

      “Required
        Holders” means, at
        any time, the holders of at least a majority in principal amount of the Notes
        of
        all Series at the time outstanding (exclusive of Notes then owned by the
        Company
        or any of its Affiliates and any Notes held by parties who are contractually
        required to abstain from voting with respect to matters affecting the holders
        of
        the Notes).

       

      “Responsible
        Officer” means
        any Senior Financial Officer and any other officer of the Company with
        responsibility for the administration of the relevant portion of this
        Agreement.

       

      “S&P”
means
        Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any
        successor by merger or change of name which is a nationally recognized rating
        agency in the United States of America.

       

      “Securities
        Act” means the
        Securities Act of 1933, as amended from time to time.

       

      “Securities”
or
“Security”
        shall have the meaning specified in Section 2(1) of the Securities
        Act.

       

      “Senior
        Debt” means, as of the
        date of any determination thereof, all Consolidated Debt, other than
        Subordinated Debt.

       

      
        
          
          

        

        
          Schedule
            B-8

          
            

          

        

        
          
          

        

      

       

      “Senior
        Financial Officer”
        means the chief financial officer, principal accounting officer, treasurer
        or
        comptroller of the Company.

       

      “Series”
means
        any series of
        Notes issued pursuant to this Agreement.

       

      “Series
        A Notes” means the
        Notes designated as “Series A” in the chart set forth in Section 1.1, together
        with any such Notes issued in substitution therefor pursuant to Section 13
        of
        this Agreement, as amended, restated or otherwise modified from time to
        time.

       

      “Series
        B Notes” means the
        Notes designated as “Series B” in the chart set forth in Section 1.1, together
        with any such Notes issued in substitution therefor pursuant to Section 13
        of
        this Agreement, as amended, restated or otherwise modified from time to
        time.

       

      “Series
        C Notes” means the
        Notes designated as “Series C” in the chart set forth in Section 1.1, together
        with any such Notes issued in substitution therefor pursuant to Section 13
        of
        this Agreement, as amended, restated or otherwise modified from time to
        time.

       

      “Series
        D Notes” means the
        Notes designated as “Series D” in the chart set forth in Section 1.1, together
        with any such Notes issued in substitution therefor pursuant to Section 13
        of
        this Agreement, as amended, restated or otherwise modified from time to
        time.

       

      “Source”
is
        defined in Section
        6.3.

       

      “Subordinated
        Debt” means all
        unsecured Debt of the Company which shall contain or have applicable thereto
        subordination provisions providing for the subordination thereof to other
        Debt
        of the Company (including, without limitation, the obligations of the Company
        under this Agreement or the Notes).

       

      “Subsidiary”
        means, as to any
        Person, any corporation, association or other business entity in which such
        Person or one or more of its Subsidiaries or such Person and one or more
        of its
        Subsidiaries owns sufficient equity or voting interests to enable it or them
        (as
        a group) ordinarily, in the absence of contingencies, to elect a majority
        of the
        directors (or Persons performing similar functions) of such entity, and any
        partnership or joint venture if more than a 50% interest in the profits or
        capital thereof is owned by such Person or one or more of its Subsidiaries
        or
        such Person and one or more of its Subsidiaries (unless such partnership
        or
        joint venture can and does ordinarily take major business actions without
        the
        prior approval of such Person or one or more of its
        Subsidiaries).  Unless the context otherwise clearly requires, any
        reference to a “Subsidiary” is a reference to a Subsidiary of the
        Company.

       

      “Subsidiary
        Debt” means
        (without duplication) Debt of Subsidiaries other than (a) Debt owed to the
        Company or any other Subsidiary, (b) for a period of 18 months after a Person
        becomes a Subsidiary, all Debt of such Person outstanding at the time it
        becomes
        a Subsidiary provided that such Debt was not incurred in contemplation of
        such
        Person becoming a Subsidiary and (c) Debt of any Subsidiary Guarantor (provided,
        however, that if the Subsidiary Guaranty Agreement of such Subsidiary Guarantor
        contains any Guaranty Cap, then all Debt of such Subsidiary Guarantor (other
        than Debt in respect of such Subsidiary Guaranty Agreement) in excess of
        the
        amount of such Guaranty Cap shall be deemed to be Subsidiary Debt.

       

      
        
          
          

        

        
          Schedule
            B-9

          
            

          

        

        
          
          

        

      

      
 

      “Subsidiary
        Guarantor” means,
        at any time, any Subsidiary of the Company which has delivered a Subsidiary
        Guaranty Agreement pursuant to the terms of Section 9.8 or has assumed the
        obligations under a Subsidiary Guaranty, in each case so long as such Subsidiary
        has not been released from its obligations under its respective Subsidiary
        Guaranty Agreement pursuant to the terms of Section 9.8.

       

      “Subsidiary
        Guaranty
        Agreement” is defined in Section 9.8.

       

      “Subsidiary
        Stock” means, with
        respect to any Person, the stock (or any options or warrants to purchase
        stock
        or other securities exchangeable for or convertible into stock) of any
        Subsidiary of such Person.

      


      “Successor
        Corporation” is
        defined in Section 10.5(b)(i).

      


      “Successor
        Guarantor
        Corporation” is defined in Section 10.5(b)(ii).

      


      “USA
        Patriot Act” means United
        States Public Law 107-56, Uniting and Strengthening America by Providing
        Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT
        ACT)
        Act of 2001, as amended from time to time, and the rules and regulations
        promulgated thereunder from time to time in effect.

       

      “Voting
        Stock” means capital
        stock issued by a corporation, or equivalent interest 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 have been suspended by the happening
        of such a contingency.

       

      
        
          
          

        

        
          Schedule
            B-10

          
            

          

        

        
          
          

        

      

       

      Schedule
        4.9

      


      Changes
        in Corporate Structure

      


      


      None

       

      
        
          
          

        

        
          Schedule
            4.9-1

          
            

          

        

        
          
          

        

      

      
 

      Schedule
        5.4

      


      LIST
        OF MATERIAL SUBSIDIARIES OF INTERNATIONAL FLAVORS
&

      FRAGRANCES
        INC.

      


      


      Below
        is
        a list of the Material Subsidiaries of the Company. Each Material Subsidiary
        does business under the name identified below. All of the voting stock of
        each
        subsidiary is owned, either directly or indirectly, by the Company, except
        where
        noted and except, in certain instances for directors' qualifying
        shares.

      


      
        	
                NAME
                  OF MATERIAL SUBSIDIARY

              	
                INCORPORATED
                  IN

                 

              
	
                IFF
                  International Inc.

                 

              	
                New
                  York

              
	
                International
                  Flavors & Fragrances I.F.F. (Nederland) B.V.

              	
                The
                  Netherlands

                 

              
	
                IFF
                  Trading Company B.V.

              	
                The
                  Netherlands

                 

              
	
                International
                  Flavors & Fragrances (Nederland) Holding B.V.

                 

              	
                The
                  Netherlands

              
	
                International
                  Flavors & Fragrances Ardenne S.a.r.l.

              	
                Luxembourg

                 

              
	
                International
                  Flavors & Fragrances (Luxembourg) S.a.r.l.

              	
                Luxembourg

                 

              
	
                International
                  Flavors & Fragrances (Luxembourg) Holding S.a.r.l.

              	
                Luxembourg

                 

              
	
                International
                  Flavors & Fragrances Global Holding S.a.r.l.

              	
                Luxembourg

                 

              
	
                IFF
                  Latin American Holdings (España) SL

              	
                Spain

                 

              


      

       

       

      
        
          
          

        

        
          Schedule
            5.4-1

          
            

          

        

        
          
          

        

      

      
 

      Schedule
        5.4

      


      LIST
        OF DIRECTORS AND OFFICERS OF THE COMPANY

      


      DIRECTORS

      


      Margaret
        Hayes Adame

      


      Robert
        M.
        Amen

      


      Giinter
        Blobel

      


      Marcello
        Bottoli

      


      Linda
        B.
        Buck

      


      J.
        Michael Cook

      


      Peter
        A.
        Georgescu

      


      Alexandra
        A. Herzan

      


      Henry
        W.
        Howell, Jr.

      


      Arthur
        C.
        Martinez

      


      Burton
        M.
        Tansky

      


      OFFICERS

      


      
        
          	
                  Chairman
                    of the Board and CEO

                	
                  Robert
                    M. Amen

                
	 	 
	
                  Group
                    President, Fragrances

                	
                  Nicolas
                    Mirzayantz

                
	 	 
	
                  Group
                    President, Flavors

                	
                  Hernan
                    Vaisman

                
	 	 
	
                  Senior
                    Vice President,

                	 
	
                  Chief
                    Transition Officer

                	
                  James
                    H. Dunsdon

                
	 	 
	
                  Senior
                    Vice President,

                	 
	
                  Human
                    Resources

                	
                  Steven
                    J. Heaslip

                
	 	 
	
                  Senior
                    Vice President,

                	 
	
                  General
                    Counsel and Secretary

                	
                  Dennis
                    M. Meany

                


        

        

 

      

      
        
          
          

        

        
          Schedule
            5.4-2

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  Senior
                    Vice President,

                	 
	
                  Chief
                    Financial Officer

                	
                  Douglas
                    J. Wetmore

                
	 	 
	
                  Vice
                    President and Chief Marketing Officer

                	
                  Joseph
                    Faranda

                
	 	 
	
                  Vice
                    President, Flavors,

                	 
	
                  India
                    and Southern Asia

                	
                  Robert
                    Burns

                
	 	 
	
                  Vice
                    President,

                	 
	
                  Europe
                    Flavors

                	
                  Karen
                    Crofts-Hotston

                
	 	 
	
                  Vice
                    President,

                	 
	
                  North
                    America Fragrances

                	
                  Christophe
                    De Villeplee

                
	 	 
	
                  Vice
                    President,

                	 
	
                  Europe
                    Fragrances

                	
                  Jean-Francois
                    Dupont

                
	 	 
	
                  Vice
                    President,

                	 
	
                  Fragrances
                    Ingredients

                	
                  Rob
                    J. M. Edelman

                
	 	 
	
                  Vice
                    President, Manufacturing

                	
                  Francisco
                    Fortanet

                
	 	 
	
                  Vice
                    President, North America Flavors

                	
                  Christopher
                    E. Gibson

                
	 	 
	
                  Vice
                    President, Manufacturing

                	
                  Todd
                    A. Hand

                
	 	 
	
                  Vice
                    President, Corporate Development

                	
                  Rich
                    O’Leary

                
	 	 
	
                  Vice
                    President, Flavors,

                	 
	
                  China
                    and Northern Asia

                	
                  Dennis
                    Wall

                
	 	 
	
                  Controller

                	
                  Kimberly
                    A. Hendricks

                
	 	 
	
                  Assistant
                    Treasurer

                	
                  Henry
                    J. Pierz, Jr.

                
	 	 
	
                  Assistant
                    Secretary

                	
                  Jodie
                    Simon Friedman

                
	 	 
	
                  Assistant
                    Secretary

                	
                  Joseph
                    F. Leightner

                


        

      

       

       

      
        
          
          

        

        
          Schedule
            5.4-3

          
            

          

        

        
          
          

        

      

      
 

      Schedule
        5.5

      


      Financial
        Statements

      


      


      2006
        Annual Report on Form 10-K

      


      2007
        2nd Quarter
        Form 10-Q

      


      Form
        8-K
        dated September 18, 2007, August 7, 2007, July 25, 2007, and July 16,
        2007

      


      
        
          
          

        

        
          Schedule
            5.5-1

          
            

          

        

        
          
          

        

      

       

      Schedule
        5.8

      


      Litigation

      


      


      See
        the
        Company's 2006 Annual Report on Form 10-K filed with the SEC, in particular,
        Part I, Item 3, Part 11, Item 7 (financial condition) and Note 17.

      


      See
        the
        Company's Quarterly Report on Form 10-Q for the quarterly period ended June
        30,
        2007 filed with the SEC, in particular, Note 12 and Part II, Item
        1.

      


      Based
        on
        information presently available and in light of the merits of its defenses
        and
        the availability of insurance, the Company does not expect the outcome of
        any
        claims and legal actions described in the above reports, singly or in the
        aggregate, to have an adverse effect on the Company's financial condition,
        results of operations or liquidity.

       

       

      
        
          
          

        

        
          Schedule
            5.8-1

          
            

          

        

        
          
          

        

      

       

      Schedule
        5.11

      


      Licenses,
        Permits, Etc.

      


      


      None

      


      
        
          
          

        

        
          Schedule
            5.11-1

          
            

          

        

        
          
          

        

      

      Schedule
        5.15

      


      Debt
        of the Companv and its Subsidiaries as of August 24,
        2007

      in
        excess of $15 Million USD

      


      International
        Flavors & Fragrances
        Inc.                                                                                                                                         375,000,000

      International
        Flavors & Fragrances (Nederland) Holding
        BV                                                                                                    121,878,000

      International
        Flavors & Fragrances (Japan)
        Limited                                                                                                                   132,539,918

      International
        Flavors & Fragrances I.F.F. (Nederland)
        B.V.                                                                                                       102,837,073

       

                                                                                                                                                           
                                   
______________________

      Grand
        Total                                                                                                                                                                              $           732,254,991

       

                                                                                                                                                                                       
        ======================

      


      


      The
        Debt
        set forth above constitutes at least 90% of the consolidated Debt of
        the

      Company
        and its Subsidiaries as at August 24, 2007.

       

      
        
          
          

        

        
          Schedule
            5.15-1

          
            

          

        

        
          
          

        

      

       

       

      Schedule
        5.18

      


      Environmental
        Matters

      


      


      See
        the
        Company's 2006 Annual Report on Form 10-K filed with the SEC, in particular,
        Part I, Item 3, Part 11, Item 7 (financial condition) and Note 17.

      


      See
        the
        Company's Quarterly Report on Form 10-Q for the quarterly period ended June
        30,
        2007 filed with the SEC, in particular, Note 12 and Part II, Item
        1.

      


      Based
        on
        information presently available and in light of the merits of its defenses
        and
        the availability of insurance, the Company does not expect the outcome of
        any
        claims and legal actions described in the above reports, singly or in the
        aggregate, to have an adverse effect on the Company's financial condition,
        results of operations or liquidity.

       

      
 

      
Schedule
        5.18-1