Item 1.01 Entry into a Material Definitive Agreement.

Term Loan Credit Agreement

On May 15, 2020, International Flavors & Fragrances Inc. ("IFF" or the "Company") entered into a Term Loan Credit Agreement (the "Term Loan Credit Agreement") among the Company, China Construction Bank Corporation, New York Branch, as administrative agent (the "Administrative Agent"), and the lenders party thereto (the "Lenders").

Under the Term Loan Credit Agreement, the Lenders have committed to provide, subject to certain conditions, a senior unsecured two year term loan facility in an original aggregate principal amount of up to $200 million (the "Term Facility").

The Term Facility will bear interest, at the Company's option, at a per annum rate equal to either (x) an adjusted LIBOR rate plus an applicable margin varying from 1.225% to 2.475% or (y) a base rate plus an applicable margin varying from 0.225% to 1.475%, in each case depending on the public debt ratings for non-credit enhanced long-term senior unsecured debt issued by the Company.

The Company may voluntarily prepay the term loans without premium or penalty, with the balance payable on the second anniversary of the funding date. There is no required amortization under the Term Facility.

The proceeds of borrowings under the Term Loan Credit Agreement are to be used to finance, in part, the redemption, purchase or defeasance of the Company's $300,000,000 Senior Notes due 2020, and the payment of fees and expenses in connection therewith.

The Term Loan Credit Agreement contains various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including a maximum ratio of net debt to EBITDA of 4.0x with step-downs over time, which shall be increased to 4.50x with stepdowns over time on and after the closing of the Company's previously disclosed pending acquisition of Nutrition & Biosciences, Inc.

The funding of the loans under the Term Loan Credit Agreement is subject to the customary closing conditions set forth therein. The loans under the Term Loan Credit Agreement will be available in a single draw between September 15, 2020 and September 25, 2020. The commitments under the Term Loan Credit Agreement will terminate on the earlier of (i) September 25, 2020 or (ii) receipt by the Administrative Agent of written notice from the Company of its election to terminate all commitments under the Term Facility in full.

The foregoing description of the Term Loan Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Term Loan Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above with respect to the Term Loan Credit Agreement is incorporated by reference in this Item 2.03 in its entirety.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Number                                      Description

   10.1          Term Loan Credit Agreement, dated as of May 15, 2020 among
               International Flavors & Fragrances Inc., as borrower, the lenders
               signatory thereto and China Construction Bank Corporation, New York
               Branch, as administrative agent.

   104         Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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