Exhibit 1 [Form of Series A Senior Note]

EX-4.8 3 ex4_8.htm EXHIBIT 4.8 Exhibit 4.8

EXHIBIT 4.8

Exhibit 1

[Form of Series A Senior Note]

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

International Flavors & Fragrances Inc.

5.89% Series A Senior Note, due July 12, 2009

No. RA-[_________]	[Date]
$[_____________]	PPN: 459506 A * 2

FOR VALUE RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of the State of New York, hereby promises to pay to [_____________________] or registered assigns, the principal sum of [______________] DOLLARS (or so much thereof as shall not have been prepaid) on July 12, 2009 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.89% per annum (subject to the payment of Additional Interest during each Additional Interest Period, as such terms are defined in the Note Purchase Agreement referred to below) from the date hereof, payable semi-annually, on the 12th day of July and January in each year and at maturity, commencing with the July 12 or January 12 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

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

Exhibit 1-1

Table of Contents

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of July 12, 2006 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement (except that, if such holder is not the initial holder hereof, it shall be deemed either to have made the representations in Sections 6.1(a) and 6.2 or to have represented that it is a qualified institutional buyer, as defined in Rule 144A under the Securities Act, in addition to the other representations in Section 6). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

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

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

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

Exhibit 1-2

Table of Contents

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

INTERNATIONAL FLAVORS &

FRAGRANCES INC.

By___________________________________________

Name:

Title:

Exhibit 1-3

Table of Contents

Exhibit 2

[Form of Series B Senior Note]

International Flavors & Fragrances Inc.

5.96% Series B Senior Note, due July 12, 2011

No. RB-[_________]	[Date]
$[____________]	PPN: 459506 A@ 0

FOR VALUE RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of the State of New York, hereby promises to pay to [_____________________] or registered assigns, the principal sum of [______________] DOLLARS (or so much thereof as shall not have been prepaid) on July 12, 2011 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 5.96% per annum (subject to the payment of Additional Interest during each Additional Interest Period, as such terms are defined in the Note Purchase Agreement referred to below) from the date hereof, payable semi-annually, on the 12th day of July and January in each year and at maturity, commencing with the July 12 or January 12 next succeeding the date hereof, until the principal hereof shall have become due and payable, (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Exhibit 2-1

Table of Contents

This Note is one of the Series B Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of July 12, 2006 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement (except that, if such holder is not the initial holder hereof, it shall be deemed either to have made the representations in Sections 6.1(a) and 6.2 or to have represented that it is a qualified institutional buyer, as defined in Rule 144A under the Securities Act, in addition to the other representations in Section 6). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

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

Exhibit 2-2

Table of Contents

INTERNATIONAL FLAVORS &

FRAGRANCES INC.

By________________________________

Name:

Title:

Exhibit 2-3

Table of Contents

Exhibit 3

[Form of Series C Senior Note]

International Flavors & Fragrances Inc.

6.05% Series C Senior Note, due July 12, 2013

No. RC-[_________]	[Date]
$[____________]	PPN: 459506 A# 8

FOR VALUE RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of the State of New York, hereby promises to pay to [_____________________] or registered assigns, the principal sum of [______________] DOLLARS (or so much thereof as shall not have been prepaid) on July 12, 2013 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.05% per annum (subject to the payment of Additional Interest during each Additional Interest Period, as such terms are defined in the Note Purchase Agreement referred to below) from the date hereof, payable semi-annually, on the 12th day of July and January in each year and at maturity, commencing with the July 12 or January 12 next succeeding the date hereof, until the principal hereof shall have become due and payable, (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Exhibit 3-1

Table of Contents

This Note is one of the Series C Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of July 12, 2006 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement (except that, if such holder is not the initial holder hereof, it shall be deemed either to have made the representations in Sections 6.1(a) and 6.2 or to have represented that it is a qualified institutional buyer, as defined in Rule 144A under the Securities Act, in addition to the other representations in Section 6). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

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

Exhibit 3-2

Table of Contents

INTERNATIONAL FLAVORS &

FRAGRANCES INC.

By________________________________

Name:

Title:

Exhibit 3-3

Table of Contents

Exhibit 4

[Form of Series D Senior Note]

International Flavors & Fragrances Inc.

6.14% Series D Senior Note, due July 12, 2016

No. RD-[_________]	[Date]
$[____________]	PPN: 459506 B* 1

FOR VALUE RECEIVED, the undersigned, INTERNATIONAL FLAVORS & FRAGRANCES INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of the State of New York, hereby promises to pay to [_____________________] or registered assigns, the principal sum of [______________] DOLLARS (or so much thereof as shall not have been prepaid) on July 12, 2016 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.14% per annum (subject to the payment of Additional Interest during each Additional Interest Period, as such terms are defined in the Note Purchase Agreement referred to below) from the date hereof, payable semi-annually, on the 12th day of July and January in each year and at maturity, commencing with the July 12 or January 12 next succeeding the date hereof, until the principal hereof shall have become due and payable, (b) to the extent permitted by law, at a rate per annum from time to time equal to the Default Rate (as defined in the Note Purchase Agreement referred to below), on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Exhibit 4-1

Table of Contents

This Note is one of the Series D Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of July 12, 2006 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement (except that, if such holder is not the initial holder hereof, it shall be deemed either to have made the representations in Sections 6.1(a) and 6.2 or to have represented that it is a qualified institutional buyer, as defined in Rule 144A under the Securities Act, in addition to the other representations in Section 6). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

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

Exhibit 4-2

Table of Contents

INTERNATIONAL FLAVORS &

FRAGRANCES INC.

By________________________________

Name:

Title:

Exhibit 4-3