EXHIBIT 4.2
Execution Version
ICON DEBT ASSUMPTION SUPPLEMENT
ICON DEBT ASSUMPTION SUPPLEMENT, dated as of March 4, 2021 (this “Agreement”), made by INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (the “New Company”) and NEPTUNE MERGER SUB II LLC, a Delaware limited liability corporation (the “Original Company”), as successor by merger to NUTRITION & BIOSCIENCES, INC., a Delaware corporation (“N&B”), and acknowledged by MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the “Agent”).
W I T N E S S E T H:
WHEREAS, N&B, the lenders party thereto from time to time (the “Lenders”), the Agent and the other parties from time to time party thereto have entered into that certain Term Loan Credit Agreement, dated as of January 17, 2020 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, on the date hereof, substantially concurrently with the effectiveness of this Agreement, N&B has merged with and into the Original Company, with the Original Company as the surviving entity and the successor by merger to N&B; and
WHEREAS, the New Company wishes to expressly assume all of the rights and obligations of the Original Company under the Credit Agreement and the other Loan Documents;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, in the Credit Agreement and in the other Loan Documents, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
2. Loan Documents. Upon the occurrence of the Effective Date (as defined below):
(a) the New Company hereby assumes all rights, title, interests, obligations and liabilities of all and whatever nature of the Original Company under the Credit Agreement and each of the other Loan Documents to which the Original Company is party from and after the date hereof and shall be entitled to exercise all rights and entitlements of the Original Company under the Credit Agreement and each of the other Loan Documents, in each case with the same force and effect as if originally “the Company” under the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the New Company shall hereby be liable under the Credit Agreement for the payment and performance of all Advances and other obligations (including the obligations to pay principal, interest, charges, expenses, fees and indemnities) and hereby expressly agrees to observe and perform and be bound by all of the terms, covenants, representations, warranties, and agreements contained in the Credit Agreement and each other Loan Document delivered thereunder which are binding upon, and to be observed or performed by, the New Company or the “Company”. The New Company hereby ratifies and confirms the validity of, and all of its obligations and liabilities under, the Credit Agreement and each other Loan Document;
