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International Flavors & Fragrances Inc – ‘10-Q’ for 6/30/18 – ‘EX-10.6’

On:  Tuesday, 8/7/18, at 4:53pm ET   ·   For:  6/30/18   ·   Accession #:  51253-18-17   ·   File #:  1-04858

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/07/18  Int’l Flavors & Fragrances Inc    10-Q        6/30/18   73:8.5M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    737K 
 2: EX-10.4     Material Contract                                   HTML     79K 
 3: EX-10.6     Material Contract                                   HTML     77K 
 4: EX-12       Statement re: Computation of Ratios                 HTML     43K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     24K 
14: R1          Document and Entity Information                     HTML     41K 
15: R2          Consolidated Balance Sheet                          HTML    130K 
16: R3          Consolidated Balance Sheet (Parenthetical)          HTML     35K 
17: R4          Consolidated Statement Of Income and Comprehensive  HTML     92K 
                Income                                                           
18: R5          Consolidated Statement Of Cash Flows                HTML    123K 
19: R6          Consolidated Financial Statements                   HTML    109K 
20: R7          Net Income Per Share                                HTML     40K 
21: R8          Acquisitions                                        HTML     34K 
22: R9          Goodwill and Other Intangible Assets, Net Goodwill  HTML     55K 
                and Other Intangible Assets, Net (Notes)                         
23: R10         Restructuring and Other Charges, Net                HTML     42K 
24: R11         Borrowings                                          HTML     63K 
25: R12         Income Taxes                                        HTML     33K 
26: R13         Stock Compensation Plans                            HTML     44K 
27: R14         Segment Information                                 HTML    101K 
28: R15         Employee Benefits                                   HTML     97K 
29: R16         Financial Instruments                               HTML    200K 
30: R17         Accumulated Other Comprehensive Income (Loss)       HTML     86K 
31: R18         Commitments and Contingencies                       HTML     49K 
32: R19         Consolidated Financial Statements (Policies)        HTML    102K 
33: R20         Consolidated Financial Statements (Tables)          HTML     29K 
34: R21         Net Income Per Share (Tables)                       HTML     36K 
35: R22         Goodwill and Other Intangible Assets, Net (Tables)  HTML     51K 
36: R23         Restructuring and Other Charges, Net (Tables)       HTML     36K 
37: R24         Borrowings (Tables)                                 HTML     47K 
38: R25         Stock Compensation Plans (Tables)                   HTML     43K 
39: R26         Segment Information (Tables)                        HTML    104K 
40: R27         Employee Benefits (Tables)                          HTML     75K 
41: R28         Financial Instruments (Tables)                      HTML    194K 
42: R29         Accumulated Other Comprehensive Income (Loss)       HTML     88K 
                (Tables)                                                         
43: R30         Consolidated Financial Statements Consolidated      HTML     70K 
                Financial Statements (Details)                                   
44: R31         Consolidated Financial Statements (Details)         HTML     50K 
45: R32         Net Income Per Share - Reconciliation of Shares     HTML     30K 
                Used in Computation of Basic and Diluted Net                     
                Income Per Share (Detail)                                        
46: R33         Net Income Per Share - Additional Information       HTML     34K 
                (Detail)                                                         
47: R34         Acquisitions (Details)                              HTML    119K 
48: R35         Goodwill and Other Intangible Assets, Net -         HTML     29K 
                Schedule of Movements in Goodwill (Details)                      
49: R36         Restructuring and Other Charges, Net - Additional   HTML     50K 
                Information (Detail)                                             
50: R37         Goodwill and Other Intangible Assets, Net -         HTML     39K 
                Schedule of Other Intangible Assets, Net (Detail)                
51: R38         Restructuring and Other Charges, Net - Changes in   HTML     41K 
                Employee-Related Restructuring Liabilities                       
                (Detail)                                                         
52: R39         Goodwill and Other Intangible Assets, Net -         HTML     40K 
                Additional Information (Detail)                                  
53: R40         Borrowings - Components of Debt (Detail)            HTML     70K 
54: R41         Borrowings Narrative (Details)                      HTML    106K 
55: R42         Income Taxes - Additional Information (Detail)      HTML     54K 
56: R43         Stock Compensation Plans - Stock-Based              HTML     35K 
                Compensation Expense and Related Tax Benefits                    
                (Detail)                                                         
57: R44         Segment Information - Additional Information        HTML     39K 
                (Detail)                                                         
58: R45         Segment Information - Reportable Segment            HTML     69K 
                Information (Detail)                                             
59: R46         Segment Information Segment Information - Net       HTML     31K 
                Sales by Destination of Product Delivery (Details)               
60: R47         Employee Benefits - Pension and Other Defined       HTML     50K 
                Contribution Retirement Plan Expenses (Detail)                   
61: R48         Employee Benefits - Additional Information          HTML     60K 
                (Detail)                                                         
62: R49         Financial Instruments - Carrying Amount and         HTML     53K 
                Estimated Fair Values of Financial Instruments                   
                (Detail)                                                         
63: R50         Financial Instruments - Additional Information      HTML     50K 
                (Detail)                                                         
64: R51         Financial Instruments - Derivative Instruments      HTML     32K 
                Notional Amount Outstanding (Detail)                             
65: R52         Financial Instruments - Derivative Instruments      HTML     46K 
                Measured at Fair Value (Detail)                                  
66: R53         Financial Instruments - Derivative Instruments      HTML     37K 
                Which Were Not Designated as Hedging Instruments                 
                (Detail)                                                         
67: R54         Financial Instruments - Derivative Instruments      HTML     48K 
                Designated as Cash Flow and Net Investment Hedging               
                Instruments (Detail)                                             
68: R55         Accumulated Other Comprehensive Income (Loss) -     HTML     49K 
                Schedule of Changes in Accumulated Other                         
                Comprehensive Income (Loss) (Detail)                             
69: R56         Accumulated Other Comprehensive Income (Loss) -     HTML     54K 
                Reclassifications of Accumulated Other                           
                Comprehensive Income to Consolidated Statement of                
                Comprehensive Income (Detail)                                    
70: R57         Commitments and Contingencies - Additional          HTML     92K 
                Information (Detail)                                             
72: XML         IDEA XML File -- Filing Summary                      XML    127K 
71: EXCEL       IDEA Workbook of Financial Reports                  XLSX     89K 
 8: EX-101.INS  XBRL Instance -- iff-20180630                        XML   2.61M 
10: EX-101.CAL  XBRL Calculations -- iff-20180630_cal                XML    193K 
11: EX-101.DEF  XBRL Definitions -- iff-20180630_def                 XML    744K 
12: EX-101.LAB  XBRL Labels -- iff-20180630_lab                      XML   1.60M 
13: EX-101.PRE  XBRL Presentations -- iff-20180630_pre               XML   1.00M 
 9: EX-101.SCH  XBRL Schema -- iff-20180630                          XSD    162K 
73: ZIP         XBRL Zipped Folder -- 0000051253-18-000017-xbrl      Zip    247K

‘EX-10.6’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Exhibit  


EXHIBIT 10.6
EXECUTION VERSION

AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of July 13, 2018 (this “Amendment”), is entered into among INTERNATIONAL FLAVORS & FRAGRANCES INC. (the “Borrower”), the Lenders signatory hereto and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”).
WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Term Loan Credit Agreement, dated as of June 6, 2018 (the “Credit Agreement”).
WHEREAS, pursuant to Section 9.01 of the Credit Agreement, the Borrowers, the Lenders party hereto (constituting the Required Lenders) and the Administrative Agent have agreed to amend the Credit Agreement as provided for herein.
NOW, THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto hereby agree as follows:
1.Defined Terms. Capitalized terms used herein and not otherwise defined herein have the meanings given in the Credit Agreement.
2.Amendment. Upon satisfaction of the conditions set forth in Section 3 hereof, Section 5.03 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 5.03        Financial Covenant. So long as any Advance shall remain unpaid, from and after the Closing Date the Company shall maintain a Leverage Ratio as of the end of any Relevant Period of not more than 4.50 to 1.00, which limit shall step down to (i) 4.25 to 1.00 as of the end of the third full fiscal quarter ended after the Closing Date, (ii) 4.00 to 1.00 as of the end of the fifth full fiscal quarter ended after the Closing Date and (iii) 3.50 to 1.00 as of the end of the ninth full fiscal quarter after the Closing Date; provided that if the Specified Equity Offering shall not have been consummated on or prior to the Closing Date, instead of being required to maintain a Leverage Ratio of not more than 4.50 to 1.00 as of the end of any Relevant Period ending during the period starting from the Closing Date through and including the end of the first full fiscal quarter after the Closing Date, the Company shall instead be required to maintain a Leverage Ratio of not more than 6.00 to 1.00 as of the end of any Relevant Period ending during the period starting from the Closing Date through and including the end of the first full fiscal quarter after the Closing Date and thereafter shall step down to 4.50 to 1.00 and shall further step down as set forth above; provided, further, that commencing on and after the end of the eighth full fiscal quarter after the Closing Date, if the Company consummates an acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, for which it paid at least $500,000,000 in consideration (a “Qualifying Acquisition”), the maximum Leverage Ratio shall step up to no greater than 3.75 to 1.00, which shall be reduced to 3.50 to 1.00 as of the end of the third full fiscal quarter after such Qualifying Acquisition.
3.Effectiveness. This Amendment will become effective upon the date on which the following conditions precedent are first satisfied (the “Amendment Effective Date”):
(a)The Administrative Agent shall have received from the Borrower and from the Required Lenders an executed counterpart of this Amendment (or photocopies thereof sent by fax, .pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original).
(b)The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a duly authorized officer of the Company, confirming (i) the representations and warranties set forth in this Amendment shall be true and correct in all material respects on and as of the Amendment Effective




Date and (ii) no event shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default.
(c)The Administrative Agent shall have received all expenses due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced two (2) Business Days prior to the Amendment Effective Date, reimbursement or payment of all out-of‑pocket expenses required to be reimbursed or paid by the Borrowers under the Credit Agreement.
4.Representations and Warranties. The Borrower represents and warrants, as of the date hereof, that, after giving effect to the provisions of this Amendment, (a) each of the representations and warranties made by the Borrower in Section 4.01 of the Credit Agreement is true in all material respects on and as of the date hereof as if made on and as of the date hereof, except (i) to the extent that such representations and warranties refer to an earlier date, in which case they were true in all material respects as of such earlier date or (ii) to the extent that such representations and warranties are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true in all respects, and (b) no event shall have occurred and be continuing, or would result from this Amendment or the transactions contemplated hereby, that would, as of the Amendment Effective Date, constitute a Default.
5.Effect of the Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which, as amended, amended and restated, supplemented or otherwise modified hereby, are ratified and affirmed in all respects and shall continue in full force and effect. Upon the effectiveness of this Amendment, each reference in the Credit Agreement and in any exhibits attached thereto to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement after giving effect to this Amendment.
6.Miscellaneous. The provisions of Sections 9.02 (Notices, Etc.); 9.03 (No Waiver; Remedies); 9.04 (Costs and Expenses) (except clauses (c) and (d) thereof); 9.08 (Confidentiality); 9.10 (Governing Law; Jurisdiction; Etc.); 9.11 (Execution in Counterparts); 9.14 (Acknowledgement and Consent to Bail-In of EEA Financial Institutions); and 9.19 (Waiver of Jury Trial) of the Credit Agreement shall apply with like effect to this Amendment. This Amendment shall be a “Loan Document” for all purposes under the Credit Agreement.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]















IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
 
INTERNATIONAL FLAVORS & FRAGRANCES INC.,
 
By: /s/ John Taylor _________________________
Name: John Taylor
Title: Treasurer






















































 
MORGAN STANLEY SENIOR FUNDING, INC.,
as Agent
 
By: /s/ Subhalakshmi Ghosh-Kohli_____________
Name: Subhalakshmi Ghosh-Kohli
Title: Authorized Signatory

























































MORGAN STANLEY BANK, N.A.,
as a Lender
By: /s/ Subhalakshmi Ghosh-Kohli_____________
Name: Subhalakshmi Ghosh-Kohli
Title: Authorized Signatory























































BNP Paribas, as a Lender
 
 
By: /s/ Pamela J. Fitton________________
Name: Pamela J. Fitton
Title: Managing Director

 
By: /s/ Richard Pace__________________
        Name: Richard Pace
        Title: Managing Director












































CITIBANK, N.A., as a Lender
 
 
By: /s/ Michael Vondriska ________________
Name: Michael Vondriska
Title: Vice President



















































JPMORGAN CHASE BANK, N.A., as a Lender
 
 
By: /s/ Joon Hur________________
Name: Joon Hur
Title: Executive Director



















































Citizens Bank, N.A., as a Lender
 
 
By: /s/ Angela Reilly________________
Name: Angela Reilly
Title: Senior Vice President


















































CoBank, ACB,
as a Lender
 
 
By: /s/ Patrick Sauer________________
Name: Patrick Sauer
Title: Vice President



















































HSBC Bank USA, National Association as a
Lender
 
 
By: /s/ Robert Levins___________________
Name: Robert Levins
Title: Senior Portfolio Manager


















































ING Bank N.V., Dublin Branch, as a Lender
 
 
By: /s/ Barry Fehily________________
Name: Barry Fehily
Title: Country Manager
By: /s/ Shaun Hawley_______________
Name: Shaun Hawley
Title: Director
















































MUFG Bank, Ltd., as a Lender
 
 
By: /s/ Liwei Liu________________
Name: Liwei Liu
Title: Vice President


















































Standard Chartered Bank, as a Lender
 
 
By: /s/ Daniel Mattern________________
Name: Daniel Mattern
Title: Associate Director



















































U.S. Bank National Association, as a Lender
 
 
By: /s/ Harry J. Brown________________
Name: Harry J. Brown
Title: Vice President




















































WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
 
 
By: /s/ Denis Waltrich________________
Name: Denis Waltrich
Title: Director



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/7/184,  8-K
7/13/184
For Period end:6/30/18
6/6/184,  8-K
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Int’l Flavors & Fragrances Inc.   10-K       12/31/23  153:26M
 2/27/23  Int’l Flavors & Fragrances Inc.   10-K       12/31/22  147:25M
 2/28/22  Int’l Flavors & Fragrances Inc.   10-K       12/31/21  152:25M
 2/22/21  Int’l Flavors & Fragrances Inc.   10-K       12/31/20  152:22M
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