This CREDIT AGREEMENT (this "Agreement") is dated as of September 27, 2001 and is by and between
INTERNATIONAL FLAVORS & FRAGRANCES, INC. (the "Borrower"), a corporation duly organized and
validly existing under the laws of the State of New York, and BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, a trust company organized under the laws of the State of New York (the "Bank").
The Borrower desires the Bank to lend certain sums to the Borrower and the Bank agrees to extend credit to the
Borrower, in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
confirmed and acknowledged, the Borrower and the Bank hereby agree as follows:
Section 1. Definitions and Interpretation.
As used herein, the following terms shall have the meanings set forth below:
(a) "Affiliate" shall mean, with respect to any Person, any other Person that, directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control with, such first Person.
(b) "Agreement Date" shall mean the date first set above, such date being the date as of which this Agreement
was executed and delivered by the parties hereto.
(c) "Applicable Law" shall mean anything in Section 15 to the contrary notwithstanding, (i) all applicable common
law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rules, regulations and
orders of governmental bodies, (B) Governmental Approvals and
(C) orders, decisions, judgments and decrees of all courts (whether at law or in equity).
(d) "Bank's Office" shall mean Bank of Tokyo-Mitsubishi Trust Company., 1251 Avenue of the Americas, 12th
Floor, New York, New York 10020-1104.
(e) "Borrowing Date" shall mean September 27, 2001.
(f) "Business Day" shall mean any day except a day which is a Saturday or a Sunday or on which commercial
banks are not required or authorized to rema