Exhibit 4.2.1
No. A-1
$500,000,000
CUSIP 459506AA9
INTERNATIONAL FLAVORS & FRAGRANCES INC.
6.45% Notes Due 2006
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY
BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH EITHER THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE ORIGINAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.11(c) OF THE ORIGINAL
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.08 OF THE ORIGINAL INDENTURE AND (IV) EXCEPT
AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE ORIGINAL INDENTURE, THIS SECURITY
MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
INTERNATIONAL FLAVORS & FRAGRANCES INC., a corporation duly
organized and validly existing under the laws of the State of New York (the
"Company"), which term includes any successor corporation under the Indenture
referred to on the reverse hereof, for value received hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of 500,000,000 Dollars
(subject to adjustment as set forth in the next paragraph hereof) on May 15,
2006, at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, or, at the option of the holder of
this Restricted Global Note, at the Corporate Trust Office of the Trustee, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest, semi-annually on May 15 and November 15 of each year, commencing
November 15, 2001, on said principal sum at said office or agency, in like coin
or currency, at the rate per annum specified in the title of this Restricted
Global Note, or unless no interest has been paid or duly provided for on the
Notes, in which case from May 7, 2001, until payment of said principal sum has
been made or duly provided for. The interest so payable on any May 15 or
November 15 will be paid to the person in
whose name this Restricted Global Note is registered at the close of business on
the record date, which shall be the April 1 or October 1 (whether or not a
Business Day) next preceding such May 15 or November 15, respectively; provided
that any such interest not punctually paid or duly provided for shall be payable
as provided in the Indenture. Interest shall be paid by check mailed to the
registered holder at the registered address of such person unless other
arrangements are made in accordance with the provisions of the Indenture. So
long as this Restricted Global Note is a Global Security, then, notwithstanding
the immediate preceding sentence, each such payment will be made in accordance
with the procedures of the Depositary as then in effect.
The aggregate principal amount of this Restricted Global Note
represented hereby may from time to time be reduced or increased to reflect
exchanges of a part of this Restricted Global Note for interests in the
Regulation S Global Note or Unrestricted Notes or exchanges of interests in the
Regulation S Global Note or Unrestricted Notes for a part of this Restricted
Global Note or redemptions or repurchases of a part of this Restricted Global
Note or cancellations of a part of this Restricted Global Note or transfers of
interests in the Regulation S Global Note or Unrestricted Notes in return for a
part of this Restricted Global Note or transfers of a part of this Restricted
Global Note effected by delivery of interests in the Regulation S Global Note or
Unrestricted Notes, in each case, and in any such case, by means of notations on
the Schedule of Exchanges, Redemptions, Repurchases, Cancellations and Transfers
on the last page hereof. Notwithstanding any provision of this Restricted Global
Note to the contrary, (i) exchanges of a part of this Restricted Global Note for
interests in the Regulation S Global Note or Unrestricted Notes, (ii) exchanges
of interests in the Regulation S Global Note or Unrestricted Notes for a part of
this Restricted Global Note, (iii) redemptions or repurchases of a part of this
Restricted Global Note, (iv) cancellations of a part of this Restricted Global
Note, (v) transfers of interests in the Regulation S Global Note or Unrestricted
Notes in return for a part of this Restricted Global Note and (vi) transfers of
a part of this Restricted Global Note effected by delivery of interests in the
Regulation S Global Note or Unrestricted Notes may be effected without the
surrendering of this Restricted Global Note, provided that appropriate notations
on the Schedule of Exchanges, Redemptions, Repurchases, Cancellations and
Transfers are made by the Trustee, or the Custodian at the direction of the
Trustee, to reflect the appropriate reduction or increase, as the case may be,
in the aggregate principal amount of this Restricted Global Note resulting
therefrom or as a consequence thereof.
Reference is made to the further provisions of this Restricted
Global Note set forth on the reverse hereof. Such further provisions shall for
all purposes have the same effect as though fully set forth at this place.
This Restricted Global Note shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance
with and governed by the laws of said State, without regard to conflicts of laws
principles thereof.
This Restricted Global Note shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been manually signed by the Trustee or a duly authorized authenticating
agent under the Indenture.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
6.45% Notes Due 2006
This Security is one of a duly authorized issue of Securities
of the Company, designated as its 6.45% Notes due 2006 (herein called the
"Notes," which expression includes any further notes issued pursuant to Section
2.7 of the Supplemental Indenture (as hereinafter defined) and forming a single
series therewith), issued and to be issued under an indenture, dated as of May
1, 2001 (herein called the "Original Indenture"), as supplemented by a
supplemental indenture, dated as of May 7, 2001 (the "Supplemental Indenture,"
and together with the Original Indenture, the "Indenture"), between the Company
and Bank One Trust Company, N.A., as trustee (the "Trustee"), to which Indenture
and all indentures supplemental thereto relevant to the Notes reference is
hereby made for a complete description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Notes. Each Note is subject to, and qualified by, all such
terms as set forth in the Indenture certain of which are summarized hereon and
each holder of a Note is referred to the corresponding provisions of the
Indenture for a complete statement of such terms. To the extent that there is
any inconsistency between the summary provisions set forth in the Notes and the
Indenture, the provisions of the Indenture shall govern. Capitalized terms used
but not defined in this Note shall have the meanings ascribed to them in the
Indenture.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of, premium, if any, and
accrued interest on all Notes may be declared, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes; provided that no such supplemental indenture shall
(i) extend the fixed maturity of any Note, or reduce the rate or extend the time
of payment of interest thereon, or reduce the principal amount thereof or
premium, if any, thereon, or reduce any amount payable on redemption thereof, or
impair or affect the right of any Noteholder to institute suit for the payment
thereof, or make the principal thereof or interest or premium, if any, thereon
payable in any coin or currency other than that provided in the Notes without
the consent of the holder of each Note so affected or (ii) reduce the aforesaid
percentage of Notes, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Notes then
outstanding. It is also provided in the Indenture that, prior to any declaration
acceler-
ating the maturity of the Notes, the holders of a majority in aggregate
principal amount of the Notes at the time outstanding may on behalf of the
holders of all of the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of interest or
any premium on or the principal of any of the Notes or a default in respect of a
covenant or provision of the Indenture that under Article IX thereof cannot be
modified or amended without the consent of the holders of all Notes then
outstanding. Any such consent or waiver by the holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Note and any Notes that
may be issued in exchange or substitution hereof, irrespective of whether or not
any notation thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and
interest on this Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.
Interest on the Notes shall be computed on the basis of a
360-day year composed of twelve 30-day months.
The Notes are issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration or exchange of Notes, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.
The Notes may be redeemed at the Company's option, upon notice
as set forth in the Indenture, in whole at any time or in part from time to
time, at a redemption price equal to (A) the greater of (i) 100% of the
principal amount of the Notes to be redeemed on the Redemption Date and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest on the Notes being redeemed on that Redemption Date (not including any
portion of any payment of interest accrued to the Redemption Date) discounted to
the Redemption Date on a semiannual basis at the Treasury Rate, plus 25 basis
points, as determined by the Reference Treasury Dealers, plus (B) in each case,
accrued and unpaid interest on the Notes to the redemption date; provided that
if the date fixed for redemption is on a date or after the record date and on or
before the next following interest payment date, then the interest payable on
such date shall be paid to the holder of record on the next preceding May 15 or
November 15, respectively.
Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, or at the option of the holder of this Note, at the Corporate Trust
Office of the Trustee, a new Note or Notes of
authorized denominations for an equal aggregate principal amount will be issued
to the transferee in exchange thereof, subject to the conditions and limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.
The Company, the Trustee, any authenticating agent, any paying
agent and any Note registrar may deem and treat the registered holder hereof as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company or any Note registrar), for the purpose of receiving
payment hereof, or on account hereof and for all other purposes, and neither the
Company nor the Trustee nor any other authenticating agent nor any paying agent
nor any Note registrar shall be affected by any notice to the contrary. All
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Note.
No recourse for the payment of the principal of or any premium
or interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the Notes
and the Indenture if the Company deposits with the Trustee money or Governmental
Obligations for the payment of principal of, premium, if any, and interest on
the Notes to redemption or maturity, as the case may be.
Pursuant to the Registration Rights Agreement by and among the
Company and the Initial Purchasers, the Company is obligated to consummate an
exchange offer pursuant to the which the Holder of this Note shall, subject to
the conditions set forth in the Registration Rights Agreement, have the right to
exchange this Note for an Exchange Note, which has been registered under the
Securities Act of 1933, as amended, in like principal amount and having
identical terms as the Notes (other than as set forth in this paragraph). The
Holders of Notes shall be entitled to receive certain additional interest
payments in the event such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement.
ABBREVIATIONS
The following abbreviations, when used in the inscription of
the face of this Restricted Global Note, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties ________________ Custodian
JT TEN - as joint tenants with right of (Cust)
survivorship and not as tenants in ________________ under
common (Minor)
Uniform Gifts to
Minors Act ___________________
(State)
Additional abbreviations may also be
used though not in the above list.
For value received _______________hereby sell(s), assign(s)
and transfer(s) unto _________(please insert social security or other
identifying number of assignee) the within Note, and hereby irrevocably
constitutes and appoints ______________attorney to transfer the said Note on the
books of the Company, with full power of substitution in the premises.
In connection with any transfer of the within Note occurring
prior to the second anniversary of the date of original issuance of such Note,
the undersigned confirms that such Note is being transferred:
|_| To International Flavors & Fragrances Inc. or a subsidiary
thereof; or
|_| Pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or
|_| Pursuant to a Registration Statement that has been declared
effective under the Securities Act; or
|_| Pursuant to and in compliance with Regulation S under the
Securities Act of 1933, as amended; or
|_| Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended.
Unless one of the boxes above is checked, the Trustee will
refuse to register any of the within Notes in the name of any person other than
the registered holder thereof (or hereof); provided, however, that the Trustee
may, in its sole discretion, register the transfer of such Notes if it has
received such certifications, legal opinions and/or other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended.
In addition, if the transferee is a purchaser who is not a
U.S. person, the holder must furnish to the Trustee certifications, legal
opinions or other information as it may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, as
amended.
Dated:___________________________________
_________________________________________
_________________________________________
Signature(s)
Signature(s) must be guaranteed by an eligible Guarantor Institution (banks,
stock brokers, savings and loan associations and credit unions) with membership
in an approved signature guarantee medallion program pursuant to Securities and
Exchange Commission Rule 17Ad-15.
________________________________________
Signature Guarantee
SCHEDULE OF EXCHANGES, REDEMPTIONS, REPURCHASES
CANCELLATIONS AND TRANSFERS
The initial principal amount of this Restricted Global Note is
U.S. $500,000,000. The following additions to principal, redemptions,
repurchases, exchanges of a part of this Restricted Global Note for an interest
in the Regulation S Global Note or Unrestricted Notes have been made:
===================================================================================================================================
Principal
Amount
Redeemed, Remaining
Date of Principal Amount Added on Repurchased, Principal
Addition to Exchange of Interest in Exchanged for Amount Notation
Principal, the Regulation S Global Interest in Outstanding Made by or
Redemption, Note or Unrestricted the Following on behalf of
Repurchase Notes Regulation S such the Trustee
or Exchange Global Note Transaction
or Unrestricted
Notes
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No. B-1 $0
CUSIP U45950AA7
INTERNATIONAL FLAVORS & FRAGRANCES INC.
6.45% Notes Due 2006
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE
UNITED STATES OR TO, OR FOR THE BENEFIT OF, ANY U.S. PERSONS UNLESS THIS
SECURITY HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.
THIS SECURITY MAY NOT LAWFULLY BE OFFERED OR SOLD TO PERSONS IN THE UNITED
KINGDOM EXCEPT IN CIRCUMSTANCES WHICH DO NOT RESULT IN AN OFFER TO THE PUBLIC IN
THE UNITED KINGDOM WITHIN THE MEANING OF THE PUBLIC OFFERS OF SECURITIES
REGULATIONS 1995 (THE "REGULATION S") AND WHICH ARE OTHERWISE IN COMPLIANCE WITH
ALL APPLICABLE PROVISIONS OF THE REGULATIONS.
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE ORIGINAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.11(c) OF THE ORIGINAL
IN-
DENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.08 OF THE ORIGINAL INDENTURE AND (IV) EXCEPT AS OTHERWISE
PROVIDED IN SECTION 2.11 OF THE ORIGINAL INDENTURE, THIS SECURITY MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITARY
OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
INTERNATIONAL FLAVORS & FRAGRANCES INC., a corporation duly
organized and validly existing under the laws of the State of New York (the
"Company"), which term includes any successor corporation under the Indenture
referred to on the reverse hereof, for value received hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of Zero Dollars (subject to
adjustment as set forth in the next paragraph hereof) on May 15, 2006, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, or, at the option of the holder of this
Regulation S Global Note, at the Corporate Trust Office of the Trustee, in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts, and to pay
interest, semi-annually on May 15 and November 15 of each year, commencing
November 15, 2001, on said principal sum at said office or agency, in like coin
or currency, at the rate per annum specified in the title of this Regulation S
Global Note, or unless no interest has been paid or duly provided for on the
Notes, in which case from May 7, 2001, until payment of said principal sum has
been made or duly provided for. The interest so payable on any May 15 or
Novmeber 15 will be paid to the person in whose name this Regulation S Global
Note is registered at the close of business on the record date, which shall be
the April 1 or October 1 (whether or not a Business Day) next preceding such May
15 or November 15, respectively; provided that any such interest not punctually
paid or duly provided for shall be payable as provided in the Indenture.
Interest shall be paid by check mailed to the registered holder at the
registered address of such person unless other arrangements are made in
accordance with the provisions of the Indenture. So long as this Regulation S
Global Note is a Global Security, then, notwithstanding the immediate preceding
sentence, each such payment will be made in accordance with the procedures of
the Depositary as then in effect.
The aggregate principal amount of this Regulation S Global
Note represented hereby may from time to time be reduced or increased to reflect
exchanges of a part of this Regulation S Global Note for interests in the
Restricted Global Note or Unrestricted Notes or exchanges of interests in the
Restricted Global Note or Unrestricted Notes for a part of this Regulation S
Global Note or redemptions or repurchases of a part of this Regulation S Global
Note or cancellations of a part of this Regulation S Global Note or transfers of
interests in the Restricted Global Note or Unrestricted Notes in return for a
part of this Regulation S Global Note or transfers of a part of this Regulation
S Global Note effected by delivery of interests in the Restricted Global Note or
Unrestricted Notes, in each case, and in any such case, by means of notations on
the Schedule of Exchanges, Redemptions, Repurchases, Cancellations and Transfers
on the last page hereof. Notwithstanding any provision of this Regulation S
Global Note to the
contrary, (i) exchanges of a part of this Regulation S Global Note for interests
in the Restricted Global Note or Unrestricted Notes, (ii) exchanges of interests
in the Restricted Global Note or Unrestricted Notes for a part of this
Regulation S Global Note, (iii) redemptions or repurchases of a part of this
Regulation S Global Note, (iv) cancellations of a part of this Regulation S
Global Note, (v) transfers of interests in the Restricted Global Note or
Unrestricted Notes in return for a part of this Regulation S Global Note and
(vi) transfers of a part of this Regulation S Global Note effected by delivery
of interests in the Restricted Global Note or Unrestricted Notes may be effected
without the surrendering of this Regulation S Global Note, provided that
appropriate notations on the Schedule of Exchanges, Redemptions, Repurchases,
Cancellations and Transfers are made by the Trustee, or the Custodian at the
direction of the Trustee, to reflect the appropriate reduction or increase, as
the case may be, in the aggregate principal amount of this Regulation S Global
Note resulting therefrom or as a consequence thereof.
Reference is made to the further provisions of this Regulation
S Global Note set forth on the reverse hereof. Such further provisions shall for
all purposes have the same effect as though fully set forth at this place.
This Regulation S Global Note shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with and governed by the laws of said State, without
regard to conflicts of laws principles thereof.
This Regulation S Global Note shall not be valid or become
obligatory for any purpose until the certificate of authentication hereon shall
have been manually signed by the Trustee or a duly authorized authenticating
agent under the Indenture.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
6.45% Notes Due 2006
This Security is one of a duly authorized issue of Securities
of the Company, designated as its 6.45% Notes due 2006 (herein called the
"Notes," which expression includes any further notes issued pursuant to Section
2.7 of the Supplemental Indenture (as hereinafter defined) and forming a single
series therewith), issued and to be issued under an indenture, dated as of May
1, 2001 (herein called the "Original Indenture"), as supplemented by a
supplemental indenture, dated as of May 7, 2001 (the "Supplemental Indenture,"
and together with the Original Indenture, the "Indenture"), between the Company
and Bank One Trust Company, N.A., as trustee (the "Trustee"), to which Indenture
and all indentures supplemental thereto relevant to the Notes reference is
hereby made for a complete description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Notes. Each Note is subject to, and qualified by, all such
terms as set forth in the Indenture certain of which are summarized hereon and
each holder of a Note is referred to the corresponding provisions of the
Indenture for a complete statement of such terms. To the extent that there is
any inconsistency between the summary provisions set forth in the Notes and the
Indenture, the provisions of the Indenture shall govern. Capitalized terms used
but not defined in this Note shall have the meanings ascribed to them in the
Indenture.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of, premium, if any, and
accrued interest on all Notes may be declared, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes; provided that no such supplemental indenture shall
(i) extend the fixed maturity of any Note, or reduce the rate or extend the time
of payment of interest thereon, or reduce the principal amount thereof or
premium, if any, thereon, or reduce any amount payable on redemption thereof, or
impair or affect the right of any Noteholder to institute suit for the payment
thereof, or make the principal thereof or interest or premium, if any, thereon
payable in any coin or currency other than that provided in the Notes without
the consent of the holder of each Note so affected or (ii) reduce the aforesaid
percentage of Notes, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Notes then
outstanding. It is also provided in the Indenture that, prior to any declaration
accelerating the maturity of the Notes, the holders of a majority in aggregate
principal amount of the
Notes at the time outstanding may on behalf of the holders of all of the Notes
waive any past default or Event of Default under the Indenture and its
consequences except a default in the payment of interest or any premium on or
the principal of any of the Notes or a default in respect of a covenant or
provision of the Indenture that under Article IX thereof cannot be modified or
amended without the consent of the holders of all Notes then outstanding. Any
such consent or waiver by the holder of this Note (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Note and any Notes that may be issued in
exchange or substitution hereof, irrespective of whether or not any notation
thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and
interest on this Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.
Interest on the Notes shall be computed on the basis of a
360-day year composed of twelve 30-day months.
The Notes are issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration or exchange of Notes, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.
The Notes may be redeemed at the Company's option, upon notice
as set forth in the Indenture, in whole at any time or in part from time to
time, at a redemption price equal to (A) the greater of (i) 100% of the
principal amount of the Notes to be redeemed on the Redemption Date and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest on the Notes being redeemed on that Redemption Date (not including any
portion of any payment of interest accrued to the Redemption Date) discounted to
the Redemption Date on a semiannual basis at the Treasury Rate, plus 25 basis
points, as determined by the Reference Treasury Dealers, plus (B) in each case,
accrued and unpaid interest on the Notes to the redemption date; provided that
if the date fixed for redemption is on a date or after the record date and on or
before the next following interest payment date, then the interest payable on
such date shall be paid to the holder of record on the next preceding May 15 or
November 15, respectively.
Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, or at the option of the holder of this Note, at the Corporate Trust
Office of the Trustee, a new Note or Notes of authorized denominations for an
equal aggregate principal amount will be issued to the
transferee in exchange thereof, subject to the conditions and limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.
The Company, the Trustee, any authenticating agent, any paying
agent and any Note registrar may deem and treat the registered holder hereof as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company or any Note registrar), for the purpose of receiving
payment hereof, or on account hereof and for all other purposes, and neither the
Company nor the Trustee nor any other authenticating agent nor any paying agent
nor any Note registrar shall be affected by any notice to the contrary. All
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Note.
No recourse for the payment of the principal of or any premium
or interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the Notes
and the Indenture if the Company deposits with the Trustee money or Governmental
Obligations for the payment of principal of, premium, if any, and interest on
the Notes to redemption or maturity, as the case may be.
Pursuant to the Registration Rights Agreement by and among the
Company and the Initial Purchasers, the Company is obligated to consummate an
exchange offer pursuant to the which the Holder of this Note shall, subject to
the conditions set forth in the Registration Rights Agreement, have the right to
exchange this Note for an Exchange Note, which has been registered under the
Securities Act of 1933, as amended, in like principal amount and having
identical terms as the Notes (other than as set forth in this paragraph). The
Holders of Notes shall be entitled to receive certain additional interest
payments in the event such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement.
ABBREVIATIONS
The following abbreviations, when used in the inscription of
the face of this Restricted Global Note, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties ________________ Custodian
JT TEN - as joint tenants with right of (Cust)
survivorship and not as tenants in ________________ under
common (Minor)
Uniform Gifts to
Minors Act ___________________
(State)
Additional abbreviations may also be
used though not in the above list.
For value received _______________hereby sell(s), assign(s)
and transfer(s) unto _________(please insert social security or other
identifying number of assignee) the within Note, and hereby irrevocably
constitutes and appoints ______________attorney to transfer the said Note on the
books of the Company, with full power of substitution in the premises.
In connection with any transfer of the within Note occurring
prior to the second anniversary of the date of original issuance of such Note,
the undersigned confirms that such Note is being transferred:
|_| To International Flavors & Fragrances Inc. or a subsidiary
thereof; or
|_| Pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or
|_| Pursuant to a Registration Statement that has been declared
effective under the Securities Act;
|_| Pursuant to and in compliance with Regulation S under the
Securities Act of 1933, as amended; or
|_| Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended.
Unless one of the boxes above is checked, the Trustee will
refuse to register any of the within Notes in the name of any person other than
the registered holder thereof (or hereof); provided, however, that the Trustee
may, in its sole discretion, register the transfer of such Notes if it has
received such certifications, legal opinions and/or other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended.
In addition, if the transferee is a purchaser who is not a
U.S. person, the holder must furnish to the Trustee certifications, legal
opinions or other information as it may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, as
amended.
Dated:____________________________________
__________________________________________
__________________________________________
Signature(s)
Signature(s) must be guaranteed by an eligible Guarantor Institution (banks,
stock brokers, savings and loan associations and credit unions) with membership
in an approved signature guarantee medallion program pursuant to Securities and
Exchange Commission Rule 17Ad-15.
__________________________________________
Signature Guarantee
SCHEDULE OF EXCHANGES, REDEMPTIONS, REPURCHASES,
CANCELLATIONS AND TRANSFERS
The initial principal amount of this Regulation S Global Note
is U.S.$ 0. The following additions to principal, redemptions, repurchases,
exchanges of a part of this Regulation S Global Note for an interest in the
Restricted Global Note or Unrestricted Notes have been made:
==================================================================================================================================
Principal
Principal Amount
Amount Added Redeemed, Remaining
Date of on Repurchased, Principal
Addition to Exchange of Exchanged for Amount Notation
Principal, Interest in Interest in Outstanding Made by or
Redemption, the the Following on behalf of
Repurchase Restricted Restricted such the Trustee
or Exchange Global Note Global Note Transaction
or Unrestricted or Unrestricted
Note Notes
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
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==================================================================================================================================
No. A-2
$200,000,000
CUSIP 459506AA9
INTERNATIONAL FLAVORS & FRAGRANCES INC.
6.45% Notes Due 2006
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY
BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH EITHER THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE ORIGINAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.11(c) OF THE ORIGINAL
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.08 OF THE ORIGINAL INDENTURE AND (IV) EXCEPT
AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE ORIGINAL INDENTURE, THIS SECURITY
MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
INTERNATIONAL FLAVORS & FRAGRANCES INC., a corporation duly
organized and validly existing under the laws of the State of New York (the
"Company"), which term includes any successor corporation under the Indenture
referred to on the reverse hereof, for value received hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of 200,000,000 Dollars
(subject to adjustment as set forth in the next paragraph hereof) on May 15,
2006, at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, or, at the option of the holder of
this Restricted Global Note, at the Corporate Trust Office of the Trustee, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest, semi-annually on May 15 and November 15 of each year, commencing
November 15, 2001, on said principal sum at said office or agency, in like coin
or currency, at the rate per annum specified in the title of this Restricted
Global Note, or unless no interest has been paid or duly provided for on the
Notes, in which case from May 7, 2001, until payment of said principal sum has
been made or duly provided for. The interest so payable on any May 15 or
November 15 will be paid to the person in
whose name this Restricted Global Note is registered at the close of business on
the record date, which shall be the April 1 or October 1 (whether or not a
Business Day) next preceding such May 15 or November 15, respectively; provided
that any such interest not punctually paid or duly provided for shall be payable
as provided in the Indenture. Interest shall be paid by check mailed to the
registered holder at the registered address of such person unless other
arrangements are made in accordance with the provisions of the Indenture. So
long as this Restricted Global Note is a Global Security, then, notwithstanding
the immediate preceding sentence, each such payment will be made in accordance
with the procedures of the Depositary as then in effect.
The aggregate principal amount of this Restricted Global Note
represented hereby may from time to time be reduced or increased to reflect
exchanges of a part of this Restricted Global Note for interests in the
Regulation S Global Note or Unrestricted Notes or exchanges of interests in the
Regulation S Global Note or Unrestricted Notes for a part of this Restricted
Global Note or redemptions or repurchases of a part of this Restricted Global
Note or cancellations of a part of this Restricted Global Note or transfers of
interests in the Regulation S Global Note or Unrestricted Notes in return for a
part of this Restricted Global Note or transfers of a part of this Restricted
Global Note effected by delivery of interests in the Regulation S Global Note or
Unrestricted Notes, in each case, and in any such case, by means of notations on
the Schedule of Exchanges, Redemptions, Repurchases, Cancellations and Transfers
on the last page hereof. Notwithstanding any provision of this Restricted Global
Note to the contrary, (i) exchanges of a part of this Restricted Global Note for
interests in the Regulation S Global Note or Unrestricted Notes, (ii) exchanges
of interests in the Regulation S Global Note or Unrestricted Notes for a part of
this Restricted Global Note, (iii) redemptions or repurchases of a part of this
Restricted Global Note, (iv) cancellations of a part of this Restricted Global
Note, (v) transfers of interests in the Regulation S Global Note or Unrestricted
Notes in return for a part of this Restricted Global Note and (vi) transfers of
a part of this Restricted Global Note effected by delivery of interests in the
Regulation S Global Note or Unrestricted Notes may be effected without the
surrendering of this Restricted Global Note, provided that appropriate notations
on the Schedule of Exchanges, Redemptions, Repurchases, Cancellations and
Transfers are made by the Trustee, or the Custodian at the direction of the
Trustee, to reflect the appropriate reduction or increase, as the case may be,
in the aggregate principal amount of this Restricted Global Note resulting
therefrom or as a consequence thereof.
Reference is made to the further provisions of this Restricted
Global Note set forth on the reverse hereof. Such further provisions shall for
all purposes have the same effect as though fully set forth at this place.
This Restricted Global Note shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance
with and governed by the laws of said State, without regard to conflicts of laws
principles thereof.
This Restricted Global Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent under the
Indenture.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
6.45% Notes Due 2006
This Security is one of a duly authorized issue of Securities
of the Company, designated as its 6.45% Notes due 2006 (herein called the
"Notes," which expression includes any further notes issued pursuant to Section
2.7 of the Supplemental Indenture (as hereinafter defined) and forming a single
series therewith), issued and to be issued under an indenture, dated as of May
1, 2001 (herein called the "Original Indenture"), as supplemented by a
supplemental indenture, dated as of May 7, 2001 (the "Supplemental Indenture,"
and together with the Original Indenture, the "Indenture"), between the Company
and Bank One Trust Company, N.A., as trustee (the "Trustee"), to which Indenture
and all indentures supplemental thereto relevant to the Notes reference is
hereby made for a complete description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Notes. Each Note is subject to, and qualified by, all such
terms as set forth in the Indenture certain of which are summarized hereon and
each holder of a Note is referred to the corresponding provisions of the
Indenture for a complete statement of such terms. To the extent that there is
any inconsistency between the summary provisions set forth in the Notes and the
Indenture, the provisions of the Indenture shall govern. Capitalized terms used
but not defined in this Note shall have the meanings ascribed to them in the
Indenture.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of, premium, if any, and
accrued interest on all Notes may be declared, and upon said declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes; provided that no such supplemental indenture shall
(i) extend the fixed maturity of any Note, or reduce the rate or extend the time
of payment of interest thereon, or reduce the principal amount thereof or
premium, if any, thereon, or reduce any amount payable on redemption thereof, or
impair or affect the right of any Noteholder to institute suit for the payment
thereof, or make the principal thereof or interest or premium, if any, thereon
payable in any coin or currency other than that provided in the Notes without
the consent of the holder of each Note so affected or (ii) reduce the aforesaid
percentage of Notes, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all Notes then outstanding. It is also provided in the Indenture
that, prior to any declaration accelerating the maturity of the Notes, the
holders of a majority in aggregate principal amount of the Notes at the time
outstanding may on behalf of the holders of all of the Notes waive any past
default or Event of Default under the Indenture and its consequences except a
default in the payment of interest or any premium on or the principal of any of
the Notes or a default in respect of a covenant or provision of the Indenture
that under Article IX thereof cannot be modified or amended without the consent
of the holders of all Notes then outstanding. Any such consent or waiver by the
holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Note and any Notes that may be issued in exchange or substitution
hereof, irrespective of whether or not any notation thereof is made upon this
Note or such other Notes.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and
interest on this Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.
Interest on the Notes shall be computed on the basis of a
360-day year composed of twelve 30-day months.
The Notes are issuable in registered form without coupons in
denominations of $1,000 principal amount and integral multiples thereof. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration or exchange of Notes, Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.
The Notes may be redeemed at the Company's option, upon notice
as set forth in the Indenture, in whole at any time or in part from time to
time, at a redemption price equal to (A) the greater of (i) 100% of the
principal amount of the Notes to be redeemed on the Redemption Date and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest on the Notes being redeemed on that Redemption Date (not including any
portion of any payment of interest accrued to the Redemption Date) discounted to
the Redemption Date on a semiannual basis at the Treasury Rate, plus 25 basis
points, as determined by the Reference Treasury Dealers, plus (B) in each case,
accrued and unpaid interest on the Notes to the redemption date; provided that
if the date fixed for redemption is on a date or after the record date and on or
before the next following interest payment date, then the interest payable on
such date
shall be paid to the holder of record on the next preceding May 15 or November
15, respectively.
Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, or at the option of the holder of this Note, at the Corporate Trust
Office of the Trustee, a new Note or Notes of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
thereof, subject to the conditions and limitations provided in the Indenture,
without charge except for any tax or other governmental charge imposed in
connection therewith.
The Company, the Trustee, any authenticating agent, any paying
agent and any Note registrar may deem and treat the registered holder hereof as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company or any Note registrar), for the purpose of receiving
payment hereof, or on account hereof and for all other purposes, and neither the
Company nor the Trustee nor any other authenticating agent nor any paying agent
nor any Note registrar shall be affected by any notice to the contrary. All
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Note.
No recourse for the payment of the principal of or any premium
or interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
Subject to certain conditions set forth in the Indenture, the
Company at any time may terminate some or all of its obligations under the Notes
and the Indenture if the Company deposits with the Trustee money or Governmental
Obligations for the payment of principal of, premium, if any, and interest on
the Notes to redemption or maturity, as the case may be.
Pursuant to the Registration Rights Agreement by and among the
Company and the Initial Purchasers, the Company is obligated to consummate an
exchange offer pursuant to the which the Holder of this Note shall, subject to
the
conditions set forth in the Registration Rights Agreement, have the right to
exchange this Note for an Exchange Note, which has been registered under the
Securities Act of 1933, as amended, in like principal amount and having
identical terms as the Notes (other than as set forth in this paragraph). The
Holders of Notes shall be entitled to receive certain additional interest
payments in the event such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement.
ABBREVIATIONS
The following abbreviations, when used in the inscription of
the face of this Restricted Global Note, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties ________________ Custodian
JT TEN - as joint tenants with right of (Cust)
survivorship and not as tenants in ________________ under
common (Minor)
Uniform Gifts to
Minors Act ___________________
(State)
Additional abbreviations may also be
used though not in the above list.
For value received _______________hereby sell(s), assign(s)
and transfer(s) unto _________(please insert social security or other
identifying number of assignee) the within Note, and hereby irrevocably
constitutes and appoints ______________attorney to transfer the said Note on the
books of the Company, with full power of substitution in the premises.
In connection with any transfer of the within Note occurring
prior to the second anniversary of the date of original issuance of such Note,
the undersigned confirms that such Note is being transferred:
|_| To International Flavors & Fragrances Inc. or a subsidiary
thereof; or
|_| Pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or
|_| Pursuant to a Registration Statement that has been declared
effective under the Securities Act; or
|_| Pursuant to and in compliance with Regulation S under the
Securities Act of 1933, as amended; or
|_| Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended.
Unless one of the boxes above is checked, the Trustee will
refuse to register any of the within Notes in the name of any person other than
the registered holder thereof (or hereof); provided, however, that the Trustee
may, in its sole discretion, register the transfer of such Notes if it has
received such certifications, legal opinions and/or other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended.
In addition, if the transferee is a purchaser who is not a
U.S. person, the holder must furnish to the Trustee certifications, legal
opinions or other information as it may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, as
amended.
Dated:___________________________________
_________________________________________
_________________________________________
Signature(s)
Signature(s) must be guaranteed by an eligible Guarantor Institution (banks,
stock brokers, savings and loan associations and credit unions) with membership
in an approved signature guarantee medallion program pursuant to Securities and
Exchange Commission Rule 17Ad-15.
_________________________________________
Signature Guarantee
SCHEDULE OF EXCHANGES, REDEMPTIONS, REPURCHASES
CANCELLATIONS AND TRANSFERS
The initial principal amount of this Restricted Global Note is U.S.
$200,000,000. The following additions to principal, redemptions, repurchases,
exchanges of a part of this Restricted Global Note for an interest in the
Regulation S Global Note or Unrestricted Notes have been made:
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Principal
Amount
Redeemed, Remaining
Date of Principal Amount Added on Repurchased, Principal
Addition to Exchange of Interest in Exchanged for Amount Notation
Principal, the Regulation S Global Interest in Outstanding Made by or
Redemption, Note or Unrestricted the Following on behalf of
Repurchase Notes Regulation S such the Trustee
or Exchange Global Note Transaction
or Unrestricted
Notes
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