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IFF > SEC Filings for IFF > Form 8-K on 21-Nov-2008All Recent SEC Filings

Show all filings for INTERNATIONAL FLAVORS & FRAGRANCES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INTERNATIONAL FLAVORS & FRAGRANCES INC


21-Nov-2008

Entry into a Material Definitive Agreement, Creation of a


Item 1.01. Entry into a Material Definitive Agreement

To the extent required by Item 1.01 of Form 8-K, the information contained in or incorporated by reference into Item 2.03 of this Current Report is hereby incorporated by reference into this Item 1.01.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 18, 2008, International Flavors & Fragrances Inc. (the "Company") entered into a Credit Agreement (the "Credit Agreement") among the Company, International Flavors & Fragrances (Japan) Ltd., a wholly-owned subsidiary of the Company ("IFF Japan"), and The Bank of Tokyo-Mitsubishi UFJ, Ltd., under which IFF Japan borrowed on November 21, 2008 ¥13,332,000,000. The proceeds of this loan were used by IFF Japan to repay on November 21, 2008 its 2.400% Guaranteed Senior Notes, Series A (the "Notes"), which matured on such date. This loan is denominated in Yen and bears interest at a rate based on TIBOR plus an amount determined by reference to the ratings by S&P and Moody's of the Company's senior, unsecured long-term indebtedness for borrowed money. Under the Credit Agreement, IFF Japan may at any time, with notice, prepay all or a portion of this loan. The Company has guaranteed all the obligations of IFF Japan in respect of this loan.

The Credit Agreement contains certain affirmative and negative covenants applicable to the Company and it subsidiaries, including IFF Japan, including the covenant by the Company to maintain a consolidated net debt to consolidated EBITDA ratio of 3.25:1.00 (as calculated under the Credit Agreement).

The description set forth above is qualified in its entirety by the terms and conditions set forth in the Credit Agreement which is incorporated herein by reference and is filed herewith as Exhibit 10.1.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Document
10.1          Credit Agreement dated as of November 18, 2008 among International
              Flavors & Fragrances (Japan) Ltd., as Borrower, International Flavors &
              Fragrances Inc., as Guarantor, and The Bank of Tokyo-Mitsubishi UFJ,
              Ltd., as Lender


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