TECHNOLOGY FLAVORS & FRAGRANCES INC
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>dex105.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE>

                                                                    Exhibit 10.5
                                                                [EXECUTION COPY]


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                               GUARANTY AGREEMENT

                                      From

                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                             as Corporate Guarantor

                                       To

                            WELLS FARGO CREDIT, INC.,
                                   as the Bank

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                              as the Issuing Agent

                              THE BANK OF NEW YORK,
                                   as Trustee

                           Dated as of January 1, 2002

                                   $2,200,000
                  Town of Babylon Industrial Development Agency
     Variable Rate Demand Industrial Development Revenue Bonds, Series 2002
       (Technology Flavors & Fragrances, Inc. Project) (Federally Taxable)

    ------------------------------------------------------------------------

<PAGE>

                               GUARANTY AGREEMENT

     This Guaranty Agreement made and entered into as of January 1, 2002 (the
"Guaranty Agreement") (capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Indenture, as defined herein), from
Technology Flavors & Fragrances, Inc., a corporation organized and existing
under and by virtue of the laws of the State of Delaware, having an office at 10
Edison Street East, Amityville, New York 11701, as Corporate Guarantor (the
"Corporate Guarantor"), party of the first part, to The Bank of New York, a
corporation duly organized, existing and authorized to accept and execute trusts
under the laws of the State of New York together with any successor trustee at
the time serving as such under the Indenture referred to below (The Bank of New
York and any such successor trustee being referred to herein as the "Trustee"),
having its principal corporate trust office at 114 West 47th Street, New York,
New York 10036, Wells Fargo Credit, Inc., having an office at 119 West 40th
Street, New York, New York 10018 (the "Bank") and Wells Fargo Bank, National
Association, having an office at 525 Market Street, San Francisco, California
84405 (the "Issuing Agent"), parties of the second part (capitalized terms used
in the recitals to and within this Guaranty Agreement and not defined herein
shall have the respective meanings assigned to such terms in the Indenture
referred to below):

                              W I T N E S S E T H :

     WHEREAS, the Town of Babylon Industrial Development Agency, a corporate
governmental agency constituting a body corporate and politic and a public
benefit corporation duly organized and existing under the laws of the State of
New York and established pursuant to the Act hereinafter mentioned by Chapter
177 of the 1973 Laws of New York, as amended (the "Agency"), intends to issue
its Variable Rate Demand Industrial Development Revenue Bonds, Series 2002
(Technology Flavors & Fragrances, Inc. Project) (Federally Taxable) in the
aggregate principal amount of $2,200,000 (the "Bonds"); and

     WHEREAS, the Bonds are to be issued pursuant to the New York State
Industrial Development Agency Act, being Title 1 of Article 18-A of the General
Municipal Law of the State of New York, constituting Chapter 24 of the
Consolidated Laws of the State of New York, as amended, and said Chapter 177 of
the 1973 Laws of New York, as amended, a resolution of the Agency adopted on
December 20, 2001, and under and pursuant to an Indenture of Trust, dated as of
January 1, 2002, between the Agency and the Trustee (the "Indenture"); and

     WHEREAS, the proceeds derived from the issuance of the Bonds are to be used
to finance the cost of the acquisition, reconstruction and equipping of a
flavors and fragrances products manufacturing facility consisting of an
approximately 58,684 square foot commercial building located at 10 Edison Street
East, Amityville, New York (the "Project"), which Facility is to be leased to
Technology Flavors & Fragrances, Inc. (alternatively referred to as the
"Lessee"), pursuant to a Lease Agreement, dated as of January 1, 2002, between
the Agency and the Lessee (the "Lease Agreement"); and

     WHEREAS, the Corporate Guarantor is desirous that the Agency issue, sell
and deliver the Bonds and apply the proceeds as aforesaid and enter into the
Lease Agreement and the Corporate Guarantor is willing to enter into this
Guaranty Agreement in order to induce the

<PAGE>

Issuing Agent to issue the Initial Letter of Credit which will (a) enhance the
marketability of the Bonds and thereby achieve interest cost and other savings
to the Lessee and (b) be an inducement to the purchase of the Bonds by all who
shall at any time become the holders of the Bonds.

     NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration received, the Corporate Guarantor does hereby represent,
warrant, covenant and agree with the Trustee, the Bank and the Issuing Agent as
follows:

                                       -2-

<PAGE>

                                   ARTICLE 1.

            REPRESENTATIONS AND WARRANTIES OF THE CORPORATE GUARANTOR

     SECTION 1.1 Corporate Guarantor's Representations and Warranties. The
Corporate Guarantor does hereby represent and warrant as follows:

     (a) Power. The Corporate Guarantor is a corporation duly incorporated in
         -----
the State of Delaware and in good standing in the State of New York, has power
to enter into and perform this Guaranty Agreement and to own its corporate
property and assets, has duly authorized the execution and delivery of this
Guaranty Agreement by proper corporate action and neither this Guaranty
Agreement, the authorization, execution, delivery and performance hereof, the
performance of the agreements herein contained nor the consummation of the
transactions herein contemplated will violate or be in conflict with or result
in a breach or constitute (with due notice and/or lapse of time) a default under
any provision of law, any order of any court or agency of government or any
agreement, indenture or other instrument to which such Corporate Guarantor is a
party or by which it or its property is bound, or any provision of its
certificates of incorporation, by-laws, or any other requirement of law. This
Guaranty Agreement constitutes the legal, valid and binding obligation of the
Corporate Guarantor enforceable against the Corporate Guarantor in accordance
with its terms, except to the extent that such enforceability may be limited by
bankruptcy or insolvency or other laws affecting creditor's rights generally or
by general principles of equity.

     (b) Benefit. The assumption by the Corporate Guarantor of its obligations
         -------
hereunder will result in a direct financial benefit to such Corporate Guarantor
and its shareholders.

     SECTION 1.2 Reserved.
                 --------

                                       -3-

<PAGE>

                                   ARTICLE 2.

                             AGREEMENT TO GUARANTEE

     SECTION 2.1 Obligations Guaranteed. (a) The Corporate Guarantor hereby
                 ----------------------
irrevocably, absolutely and unconditionally guarantees to the Trustee for the
benefit of the Holders from time to time of the Bonds, the Bank and the Issuing
Agent (1) the full and prompt payment of the principal of the Bonds and the
indebtedness represented thereby, and the redemption premium, if any, on the
Bonds when and as the same shall become due and payable, whether at the stated
maturity thereof, by acceleration, call for redemption, purchase or otherwise,
(2) the full and prompt payment of interest on the Bonds when and as the same
shall become due and payable and, if the Letter of Credit is in effect, on any
amounts due and owing to the Bank, (3) the payment, performance and observance
of all obligations of the Lessee in favor of the Bank and the Issuing Agent
under the Reimbursement Agreement and in respect of the Letter of Credit, (4) to
the extent permitted by law, the full and prompt payment of an amount equal to
each and all of the rental payments and other sums, when and as the same shall
become due, required to be paid by the Lessee under the terms of the Lease
Agreement, and (5) to the extent permitted by law, the full and prompt
performance and observance by the Lessee of all of the obligations, covenants
and agreements required to be performed and observed by the Lessee under the
terms of the Lease Agreement (the payments, obligations, covenants and
agreements referred to above being collectively referred to as the "Guaranteed
Obligations"). The Corporate Guarantor further hereby irrevocably, absolutely
and unconditionally agrees that upon any default in the payment of any the
Guaranteed Obligations, the Corporate Guarantor will promptly pay the same. All
payments by the Corporate Guarantor shall be paid in lawful money of the United
States of America. Each and every default in the payment of any of the
Guaranteed Obligations shall give rise to a separate cause of action hereunder,
and separate suits may be brought hereunder as each cause of action arises.

     (b) The Corporate Guarantor agrees that this Guaranty Agreement constitutes
an absolute, unconditional, present and continuing guarantee of payment and not
of collection, and waives any right to require that any resort be had by the
Trustee, the Holders of the Bonds, the Bank or the Issuing Agent to (1) any
security held by or for the benefit of the Holders of the Bonds, the Bank or the
Issuing Agent for any of the Guaranteed Obligations, (2) the Trustee's, any
Bondholder's, the Bank's or the Issuing Agent's rights against any other person,
or (3) any other right or remedy available to the Trustee, any Holder of the
Bonds, the Bank or the Issuing Agent by contract, applicable law or otherwise.
The obligations of the Corporate Guarantor under this Guaranty Agreement are
direct, unconditional and completely independent of the obligations of any other
Person, and a separate cause of action or separate causes of action may be
brought and prosecuted against the Corporate Guarantor without the necessity of
joining the Agency or any other party or previously proceeding with or
exhausting any other remedy against any other Person who might have become
liable for any of the Guaranteed Obligations or of realizing upon any security
held by or for the benefit of the Holders of the Bonds, the Bank or the Issuing
Agent.

     (c) Reference is made to Article X of the Indenture which provides that,
subject to certain conditions, the Indenture may be discharged prior to the date
on which all of the Bonds have become due and payable if there shall be
deposited with the Trustee moneys and/or

                                       -4-

<PAGE>

Government Obligations in an amount sufficient to pay the entire principal of,
redemption premium, if any, and interest due and to become due on such Bonds on
or prior to the maturity or redemption thereof. If any lien, encumbrance or
charge based on any claim of any kind (including, without limitation, any claim
for income, franchise or other taxes, whether Federal, state or otherwise but
excluding any claim against any Bondholder) shall be asserted or filed against
any moneys so deposited with the Trustee (or the income therefrom) so as to:

         (1)     interfere with the due application by the Trustee of such
     moneys to the payment of the Bonds or the reimbursement of the Bank or the
     Issuing Agent for draws under the Letter of Credit, pursuant to the
     applicable provisions of the Indenture, or

         (2)     subject the Holders of the Bonds, the Bank or the Issuing Agent
     to any obligation to refund any moneys applied to payment of the Bonds or
     the reimbursement of amounts drawn under the Letter of Credit,

then the Corporate Guarantor promptly will take, or cause the taking of, such
action (including, but not limited to, the payment of money) as may be necessary
to prevent, or to nullify the cause or result of, such interference or such
obligation, as the case may be.

     The discharge of the lien and pledge of the Indenture prior to the date on
which all Bonds have become due and payable shall not release the Corporate
Guarantor from its obligations under this Guaranty Agreement except to the
extent the Bonds are defeased pursuant to Article X of the Indenture.

     The Corporate Guarantor further waives any benefits of any credit for the
fair market value of the Facility in any action for foreclosure or for a
deficiency judgment (including any credit under Section 1371 of the New York
Real Property Actions and Proceedings Law).

     SECTION 2.2 Obligations Unconditional. The obligations of the Corporate
                 -------------------------
Guarantor under this Guaranty Agreement shall be absolute and unconditional, and
shall remain in full force and effect until the Guaranteed Obligations shall
have been paid in full or provided for, and all costs, Trustee's fees and
commissions and expenses, if any, referred to in Section 2.5 hereof shall have
been paid in full, and, to the extent permitted by law, such obligations shall
not be affected, modified, released or impaired by any state of facts or the
happening from time to time of any event, including, without limitation, any of
the following, whether or not with notice to, or the consent of, the Corporate
Guarantor:

     (a) the invalidity, irregularity, illegality or unenforceability of, or any
defect in, any of the Security Documents, the Bonds, the Reimbursement
Agreement, the Letter of Credit or any collateral security for any thereof;

     (b) any present or future law or order of any government (de jure or de
                                                               -- ----    --
facto) or of any agency thereof purporting to reduce, amend or otherwise affect
-----
the Bonds or any other obligation of the Agency or any other obligor or to vary
any terms of payment;

     (c) any claim of immunity on behalf of the Agency or any other obligor or
with respect to any property of the Agency or any other obligor;

                                       -5-

<PAGE>

     (d) the compromise, settlement, release, extension, indulgence, change,
modification or termination of any or all of the obligations, covenants or
agreements of any obligor under any of the Security Documents, the Letter of
Credit or the Reimbursement Agreement;

     (e) the failure to give notice to any obligor under any of the Security
Documents, the Letter of Credit or the Reimbursement Agreement of the occurrence
of any default or Event of Default under the terms and provisions of any of the
Security Documents (except as may be specifically provided in any such Security
Document) or the Letter of Credit and Reimbursement Agreement;

     (f) the actual or purported assignment, subleasing or mortgaging of all or
any part of the interest of the Agency or the Lessee in the Lease Agreement;

     (g) the actual or purported sale, transfer or other conveyance of the
Facility or any interest therein to any party, whether now or hereafter having
or acquiring an interest in the Facility, including, without limitation, any
sale, transfer or conveyance of the Facility or any interest therein through
foreclosure or delivery of a deed in lieu of foreclosure;

     (h) the actual or purported assignment of any of the obligations, covenants
and agreements contained in this Guaranty Agreement or in any other Security
Document;

     (i) the waiver of the payment, performance or observance by the Agency, the
Lessee, the Bank or the Issuing Agent or any other obligor under any of the
Security Documents of any of the obligations, conditions, covenants or
agreements of any or all of them contained in any such Security Document;

     (j) the receipt and acceptance by the Trustee, the Agency, the Bank or the
Issuing Agent of notes, checks or other instruments for the payment of money
made by the Corporate Guarantor or any other obligor under any of the Security
Documents or any other Person and any extensions and renewals thereof;

     (k) the extension of the time for payment of the principal of, redemption
premium, if any, or interest on the Bonds or any other amounts that are due or
may become due under any of the Security Documents, or of the time for
performance of any other obligations, covenants or agreements under or arising
out of the Bonds or any of the Security Documents or any extension or renewal
thereof;

     (l) the supplementing, modification or amendment (whether material or
otherwise) of the Bonds or any of the Security Documents;

     (m) the taking of or the omission to take any action referred to in the
Bonds or in any of the Security Documents;

     (n) any failure, omission, delay or lack on the part of the Agency, the
Trustee, the Bank, the Issuing Agent or any other Person to enforce, assert or
exercise any right, power or remedy conferred on the Agency, the Trustee, the
Bank, the Issuing Agent or such other Person in this Guaranty Agreement or in
any of the other Security Documents or any other act or acts on the part of the
Agency, the Trustee or the Holders from time to time of the Bonds;

                                       -6-

<PAGE>

     (o) any voluntary or involuntary liquidation, dissolution, merger,
consolidation, sale or other disposition of all or substantially all the assets,
marshalling of assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition with creditors or readjustment of, or other similar application or
proceeding affecting the Corporate Guarantor or the Agency or any or all of the
assets of either of them, or any allegation or contest of the validity of this
Guaranty Agreement or any other Security Document in any such proceeding; it is
specifically understood, consented and agreed that this Guaranty Agreement shall
remain and continue in full force and effect and shall be enforceable against
the Corporate Guarantor to the same extent and with the same force and effect as
if such proceedings had not been instituted; and it is the intent and purpose of
this Guaranty Agreement that the Corporate Guarantor shall and does hereby waive
all rights and benefits which might accrue to the Corporate Guarantor by reason
of any such proceedings;

     (p) to the extent permitted by law, the release or discharge of the
Corporate Guarantor from the performance or observance of any obligation,
covenant or agreement contained in this Guaranty Agreement by operation of law;

     (q) the default or failure of the Corporate Guarantor fully to perform any
of its obligations set forth in this Guaranty Agreement;

     (r) any release, modification or impairment of the security pledged or
rights granted under the Indenture or under any other Security Document;

     (s) the release, substitution or replacement in accordance with the terms
of the Lease Agreement of any property subject thereto or any redelivery,
repossession, surrender or destruction of any such property, in whole or in
part;

     (t) any limitation on the liability or obligations of the Trustee or the
Agency or the Corporate Guarantor or any other Person, or any termination,
cancellation, frustration, invalidity or unenforceability, in whole or in part,
of the Lease Agreement or the Indenture or any other Security Document or any
term thereof, or the Bonds;

     (u) any failure of the Agency, the Trustee, the Bank or the Issuing Agent
to mitigate damages resulting from any default by any obligor under any of the
Security Documents;

     (v) the merger or consolidation of any obligor under any of the Security
Documents into or with any other Person, or any sale, lease or transfer of any
or all of the assets of any such obligor to any Person;

     (w) any supplement, modification or amendment to the terms of the Bonds.

     (x) any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or a guarantor; or

     (y) any other occurrence whatsoever which might otherwise constitute a
legal or equitable discharge or defense of a surety or a guarantor, whether
similar or dissimilar to the foregoing.

                                       -7-

<PAGE>

     SECTION 2.3 No Waiver or Set-Off. No act of commission or omission of any
                 --------------------
kind or at any time upon the part of the Agency, the Trustee, the Bank or the
Issuing Agent in respect of any matter whatsoever shall in any way impair the
rights of the Trustee, the Bank or the Issuing Agent to enforce any right, power
or benefit under this Guaranty Agreement and no set-off, counterclaim,
reduction, or diminution of any obligation, or any defense of any kind or nature
(other than performance by the Corporate Guarantor of its obligations
hereunder), which the Corporate Guarantor has or may have against the Agency,
the Trustee, the Bank or the Issuing Agent shall be available hereunder to the
Corporate Guarantor except for mandatory counterclaims.

     SECTION 2.4 Events of Default. An "Event of Default" shall exist if any of
                 -----------------
the following occurs and is continuing:

     (a) the Corporate Guarantor defaults in any payment of the Guaranteed
Obligations;

     (b) the Corporate Guarantor fails to observe and perform any covenant,
condition or agreement (other than such referred to in Section 2.4(a) above) of
this Guaranty Agreement and (i) continuance of such default or failure for more
than thirty (30) days after written notice (which shall be deemed given upon
receipt of registered or certified mailing or Telex when sent) of such default
or failure has been given to the Corporate Guarantor by the Trustee, the Agency,
the Bank or the Issuing Agent or (ii) if by reason of the nature of such default
or failure the same can be remedied, but not within the said thirty (30) days,
the Corporate Guarantor fails to proceed with reasonable diligence after receipt
of said notice to cure the same or fail to continue with reasonable diligence
its efforts to cure the same, and such failure shall not be cured within 180
days after written notice thereof shall have been given to the Corporate
Guarantor as above set forth;

     (c) any warranty, representation or other statement made or given by or on
behalf of the Corporate Guarantor to the Agency, the Trustee, the Bank, the
Issuing Agent or the initial purchaser of the Bonds contained in this Guaranty
Agreement or in any of the other Security Documents is false, misleading or
incorrect in any material respect as of the date made;

     (d) the Corporate Guarantor shall (i) apply for or consent to the
appointment of or the taking of possession by a receiver, custodian, trustee or
liquidator of itself or of all or a substantial part of its property, (ii) admit
in writing its inability, or be generally unable, to pay its debts as such debts
generally become due, (iii) make a general assignment for the benefit of its
creditors, (iv) commence a voluntary case under the federal Bankruptcy Code (as
now or hereafter in effect), (v) file a petition seeking to take advantage of
any other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or adjustment of debts, (vi) fail to controvert in a timely or
appropriate manner, or acquiesce in writing to, any petition filed against
itself in an involuntary case under such Bankruptcy Code, (vii) take any action
for the purpose of effecting any of the foregoing, or (viii) be adjudicated a
bankrupt or insolvent by any court;

     (e) a proceeding or case shall be commenced, without the application or
consent of the Corporate Guarantor, in any court of competent jurisdiction,
seeking, (i) liquidation, reorganization, dissolution, winding-up or composition
or adjustment of debts, (ii) the

                                       -8-

<PAGE>

appointment of a trustee, receiver, custodian, liquidator or the like of the
Corporate Guarantor or of all or any substantial part of its assets, or (iii)
similar relief under any law relating to bankruptcy, insolvency, reorganization,
winding-up or composition or adjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 days; or any order for relief against the Corporate
Guarantor shall be entered in an involuntary case under such Bankruptcy Code;
the terms "dissolution" or "liquidation" of the Corporate Guarantor shall not be
construed to prohibit any action otherwise permitted by Section 6.1 of the Lease
Agreement; or

     (f) an Event of Default under the Indenture or under any other Security
Document shall occur and be continuing.

     Upon an Event of Default, the Bank or the Issuing Agent (or the Trustee if
(a) the Bank (or the Issuing Agent) has wrongfully dishonored or has failed to
pay a draft upon compliance with the Letter of Credit, which failure is
continuing, or (b) the Letter of Credit shall at any time for any reason be
determined under applicable law, by a court of final competent jurisdiction, to
be null and void and not valid and binding on the Bank (or the Issuing Agent),
or the validity or enforceability thereof is being contested by the Bank (or the
Issuing Agent, if any) or by any governmental agency or authority which has
taken control of the assets of the Bank (or the Issuing Agent) in any
bankruptcy, insolvency or similar proceedings and which shall be authorized
under applicable law to so act on behalf of the Bank) shall have the right to
proceed first and directly against the Corporate Guarantor under this Guaranty
Agreement without proceeding against any other person or exhausting any other
remedies which it may have and without resorting to any other security held by
the Trustee or the Bank. All moneys recovered by the Trustee pursuant to this
Guaranty Agreement shall be deposited in accordance with Section 8.04 of the
Indenture and used and applied in accordance with Section 8.04 of the Indenture.

     The Trustee, the Bank and the Issuing Agent shall be under no obligation to
institute any suit or to take any remedial action under this Guaranty Agreement,
or to enter any appearance or in any way defend in any suit in which it may be
made defendant, or to take any steps in the enforcement of any rights and powers
under this Guaranty Agreement, until it shall be indemnified to its satisfaction
against any and all liability (including, without limitation, reasonable
compensation for services, costs and expenses, outlays, and counsel fees and
other disbursements) not due to its negligence or willful misconduct.

     SECTION 2.5 Waiver of Notice; Expenses. The Corporate Guarantor hereby
                 --------------------------
expressly waives notice from the Trustee, the Holders, the Bank or the Issuing
Agent of their acceptance and reliance on this Guaranty Agreement or of any
action taken or omitted in reliance hereon. The Corporate Guarantor further
expressly waives diligence, presentment, demand for payment, protest, notice or
any requirement that any right or power be exhausted or any action be taken
against the Agency or the Lessee or against any other obligor under any of the
Security Documents or against any collateral security for the Guaranteed
Obligations. The Corporate Guarantor agrees to pay all costs, fees and
commissions and expenses (including all court costs and reasonable attorneys'
fees) which may be incurred by the Trustee, the Bank and the Issuing Agent in
enforcing or attempting to enforce this Guaranty Agreement following any default
on

                                       -9-

<PAGE>

the part of the Corporate Guarantor hereunder, whether the same shall be
enforced by suit or otherwise.

     SECTION 2.6 Restrictions on the Lessee. The Corporate Guarantor agrees
                 --------------------------
that, except as permitted by the Lease Agreement, it (i) will maintain its
corporate existence and continue to be a corporation subject to service of
process in the State of New York and either organized under the laws of the
State of Delaware, or organized under the laws of any other state in the United
States of America and duly qualified to do business as a foreign corporation in
the State of New York, and (ii) will not liquidate, wind-up or dissolve or
otherwise dispose of all or substantially all of its property, business or
assets, except as permitted under the Indenture. The Corporate Guarantor further
covenants and agrees that it is and will continue to be duly qualified to do
business in the State of New York.

     SECTION 2.7 [Reserved.]
                  --------

     SECTION 2.8 No-Default Certificates.
                 -----------------------

     (a) The Corporate Guarantor shall deliver to the Agency, the Bank, the
Issuing Agent and the Trustee on each annual no-default certificate delivery
date, as set forth in Section 6.5 of the Lease Agreement, a certificate of an
Authorized Representative of the Corporate Guarantor, as to whether or not, as
of the close of the preceding fiscal year and at all times during such fiscal
year, the Corporate Guarantor was in compliance with all of the provisions in
each Security Document to which it is a party, and if such Authorized
Representative shall have obtained knowledge of any default in such compliance
or notice of such default, the Authorized Representative of the Corporate
Guarantor shall disclose in such certificate such default or defaults or notice
thereof and the nature thereof, whether or not the same shall constitute an
Event of Default hereunder, and any action proposed to be taken by the Corporate
Guarantor with respect thereto. In addition, upon twenty (20) days' prior
request (such request not to be made more frequently than semi-annually) by the
Agency, the Trustee, the Bank or the Issuing Agent, the Corporate Guarantor will
execute, acknowledge and deliver to the Agency, the Trustee, the Bank or the
Issuing Agent a certificate of an Authorized Representative of the Corporate
Guarantor either stating that to his knowledge no default or breach exists
hereunder or specifying each such default or breach of which he has knowledge.

     (b) The Corporate Guarantor covenants and agrees that so long as any
Guaranteed Obligations remain outstanding, the Corporate Guarantor will,
promptly after obtaining knowledge thereof, notify the Trustee, the Bank, the
Issuing Agent and the Agency in writing of the occurrence of any default under
any of the Security Documents and the occurrence of any event which, with the
giving of notice, could become an Event of Default of which the Corporate
Guarantor has knowledge. Any notice required to be given pursuant to this
Section shall be signed by an Authorized Representative of the Corporate
Guarantor and set forth a description of the default and the steps, if any,
being taken to cure said default. If no steps have been taken, this fact must be
plainly stated.

     SECTION 2.9 Benefit and Enforcement. This Guaranty Agreement is entered
                 -----------------------
into by the Corporate Guarantor for the benefit of the Trustee, the Agency, the
Holders from time to time of the Bonds, the Bank and the Issuing Agent, all of
whom shall be entitled in the same

                                      -10-

<PAGE>

manner as set forth in the Indenture to enforce performance and observance of
this Guaranty Agreement to the same extent as if all were parties signatory
hereto.

     SECTION 2.10 Survival of Guarantee Obligation. If the Trustee, the Bank or
                  --------------------------------
the Issuing Agent receives any payment on account of the Guaranteed Obligations,
which payment or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be transferred or
repaid to a trustee, receiver, assignee for the benefit of creditors or any
other party under any bankruptcy act or code, state or federal law or common law
or equitable doctrine or for any other reason whatsoever, then to the extent of
any sum not finally retained by the Trustee, the Bank or the Issuing Agent, this
Guaranty Agreement shall remain in full force and effect until the Corporate
Guarantor shall have indefeasibly made payment to the Trustee, the Bank or the
Issuing Agent, as the case may be, of such sum, which payment shall be due on
demand. If the Trustee, the Bank or the Issuing Agent chooses to contest any
such matter, the Corporate Guarantor agrees to indemnify and hold harmless the
Trustee, the Bank or the Issuing Agent, as the case may be, with respect to all
costs (including court costs and reasonable attorneys' fees) of such litigation.

     SECTION 2.11 Waiver of Rights of Trustee, Bank and the Issuing Agent. No
                  -------------------------------------------------------
payment hereunder by the Corporate Guarantor shall entitle the Corporate
Guarantor by subrogation to the rights of the Trustee, the Bank or the Issuing
Agent to any payment by any other obligor or out of the property of any other
obligor, except after payment and performance in full of the Guaranteed
Obligations, at which time the Corporate Guarantor shall succeed to all of the
rights and security held by the Bank and the Trustee. Until so subrogated, the
Corporate Guarantor waives any benefit of, or any right to participation in, any
security whatsoever now or hereafter held by or for the benefit of the Trustee,
the Bank or the Issuing Agent.

                                      -11-

<PAGE>

                                   ARTICLE 3.

            NOTICE OF SERVICE OF PROCESS, PLEADINGS AND OTHER PAPERS

     SECTION 3.1 Service of Process. The Corporate Guarantor represents that it
                 ------------------
is subject to service of process in the State of New York and covenants that it
will remain so subject so long as any of the Guaranteed Obligations are
outstanding. If for any reason the Corporate Guarantor should cease to be so
subject to service of process in the State of New York, the Corporate Guarantor
hereby designates and appoints, without power of revocation, each of the
President of the Corporate Guarantor and his successor(s) and the Secretary of
State of New York as agent of the Corporate Guarantor for service of process.

     SECTION 3.2 Notices. Any notice required to be sent to the Corporate
                 -------
Guarantor, or any notice including process, pleadings or other papers served
upon the foregoing agents shall at the same time, be sent by registered or
certified mail, postage prepaid, to Technology Flavors & Fragrances, Inc., 10
Edison Street East, Amityville, New York 11701, Attention: Joseph A. Gemmo, or
to such other alternate address as may be furnished by such Corporate Guarantor
to the Trustee and the Bank, with a copy to Stadtmauer Bailkin LLP, 850 Third
Avenue, New York, New York 10022, Attention: Steven P. Polivy, Esq Any notice
required to be sent to the Bank, or any notice including process, pleadings or
other papers shall be sent to Wells Fargo Credit, Inc., 119 West 40th Street,
New York, New York 10018, Attention: Richard Orr with a copy to Wolf, Block,
Schorr and Solis-Cohen LLP, 250 Park Avenue, New York, New York, 10177,
Attention: Robert Stein, Esq.

     SECTION 3.3 Consent to Jurisdiction. The Corporate Guarantor irrevocably
                 -----------------------
and unconditionally (a) agrees that any suit, action or other legal proceeding
arising out of this Guaranty Agreement may be brought in the courts of record of
the State of New York in New York County or the courts of the United States of
America, Southern District of New York; (b) consents to the jurisdiction of each
such court in any such suit, action or proceeding; and (c) waives any objection
which it may have to the laying of venue of any such suit, action or proceeding
in any of such courts. For such time as any of the Guaranteed Obligations shall
be unpaid in whole, or in part, the Corporate Guarantor's agents designated in
Section 3.1 hereof shall accept and acknowledge on the Corporate Guarantor's
behalf service of any and all process in any such suit, action or proceeding
brought in any such court. The Corporate Guarantor agrees and consents that any
such service of process upon such agents and written notice of such service to
the Corporate Guarantor in the manner set forth in Section 3.2 hereof shall be
taken and held to be valid personal service upon the Corporate Guarantor whether
or not the Corporate Guarantor shall then be doing, or at any time shall have
done, business within the State of New York and that any such service of process
shall be of the same force and validity as if service were made upon the
Corporate Guarantor according to the laws governing the validity and
requirements of such service in the State of New York, and waives all claim of
error by reason of any such service. Such agents shall not have any power or
authority to enter into any appearance or to file any pleadings in connection
with any suit, action or other legal proceedings against the Corporate Guarantor
or to conduct the defense of any such suit, action or any other legal proceeding
except as expressly authorized by the Corporate Guarantor.

                                      -12-

<PAGE>

                                   ARTICLE 4.

                                  MISCELLANEOUS

     SECTION 4.1 No Alteration Without Consent. No amendment, change,
                 -----------------------------
modification, alteration or termination of the Indenture, the Lease Agreement or
the Bonds shall be made which would in any way increase the Corporate
Guarantor's obligations under this Guaranty Agreement without obtaining the
prior written consent of the Corporate Guarantor. Neither the acts or omissions
recited in Section 3.2 hereof, nor any partial redemption of the Bonds nor any
conversion of the interest rate on the Bonds, shall constitute any such
amendment, change, modification, alteration or termination within the meaning of
this Section 4.1.

     SECTION 4.2 Guaranty Agreement to Become Effective. This Guaranty Agreement
                 --------------------------------------
shall be effective when the Bonds shall have been initially issued, sold and
delivered by the Agency.

     SECTION 4.3 Remedies Not Exclusive. No remedy herein conferred upon or
                 ----------------------
reserved to the Trustee, the Bank or the Issuing Agent is intended to be
exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given
under this Guaranty Agreement or now or hereafter existing at law or in equity.
No delay or omission to exercise any right or power accruing upon any Event of
Default, default, omission or failure of performance hereunder shall impair any
such right or power or shall be construed to be a waiver thereof, but any such
right and power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Trustee, the Bank or the Issuing Agent to
exercise any remedy reserved to it in this Guaranty Agreement, it shall not be
necessary to give any notice, other than such notice as may be expressly
required in this Guaranty Agreement. In the event any provision contained in
this Guaranty Agreement should be breached by any party and thereafter duly
waived by the other party so empowered to act, such waiver shall be limited to
the particular breach so waived and shall not be deemed to waive any other
breach hereunder. No waiver, amendment, release or modification of this Guaranty
Agreement shall be established by conduct, custom or course of dealing, but
solely by an instrument in writing duly executed by the parties thereunto duly
authorized by this Guaranty Agreement.

     SECTION 4.4 Entire Agreement; Counterparts. This Guaranty Agreement
                 ------------------------------
constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof and may be executed simultaneously in several
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

     SECTION 4.5 Severability. The invalidity or unenforceability of any one or
                 ------------
more phrases, sentences, clauses or Sections in this Guaranty Agreement
contained, shall not affect the validity or enforceability of the remaining
portions of this Guaranty Agreement, or any part thereof.

     SECTION 4.6 Release. Upon the payment and satisfaction in full of all
                 -------
Guaranteed Obligations and, if applicable, upon payment of the costs, fees,
commissions and

                                      -13-

<PAGE>

expenses required by Section 2.5, the Corporate Guarantor shall be released from
its obligations hereunder, except as provided in Section 2.1(c) hereof.

     SECTION 4.7  Right of Set-Off. The Corporate Guarantor hereby grants to the
                  ----------------
Trustee, each Bondholder for the equal and ratable benefit of all Bondholders,
the Bank and the Issuing Agent a lien and right to set-off for all of its
liabilities and obligations under this Guaranty Agreement against all the
deposits, credits and property of the Corporate Guarantor and any collateral of
the Corporate Guarantor now or hereafter in the possession, under the control of
the Trustee, any Bondholder, the Bank or the Issuing Agent, and agrees that the
same may be applied against such liabilities and obligations then due, at any
time after an Event of Default has occurred under this Guaranty Agreement.

     SECTION 4.8  Waiver of Jury Trial. The Corporate Guarantor acknowledges and
                  --------------------
agrees that this Guaranty Agreement is an instrument for the payment of money,
and hereby consents that each of the Trustee, the Bank and the Issuing Agent, at
its sole discretion, may bring a motion action under New York State CPLR (S)
3213 in the event of a default hereunder.

     SECTION 4.9  Applicable Law. THIS GUARANTY AGREEMENT SHALL BE GOVERNED BY
                  --------------
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 4.10 Successors and Assigns. This Guaranty Agreement shall be
                  ----------------------
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.

     SECTION 4.11 Date of Guaranty Agreement for Reference Purposes Only. The
                  ------------------------------------------------------
date of this Guaranty Agreement shall be for reference purposes only and shall
not be construed to imply that this Guaranty Agreement was executed on the date
first above written. This Guaranty Agreement was executed and delivered on
January 15, 2002.

     SECTION 4.12 Incorporation of Certain Indenture Provisions. All provisions
                  ---------------------------------------------
of Article IX of the Indenture shall be construed as extending to and including
all of the rights, duties and obligations imposed upon the Trustee under this
Guaranty Agreement as fully and for all purposes as if said Article IX were
contained in this Guaranty Agreement.

                                      -14-

<PAGE>

     IN WITNESS WHEREOF, the Corporate Guarantor has duly authorized the
execution of this Guaranty Agreement as of the date first above written.

                                           TECHNOLOGY FLAVORS & FRAGRANCES, INC.


                                           By: _________________________________
                                               Joseph A. Gemmo
                                               Vice President/CFO


Accepted this 15th day of
January, 2002 by
THE BANK OF NEW YORK, as
Trustee


By: _______________________
    Name:
    Title:



WELLS FARGO CREDIT, INC.,
as the Bank


By: _______________________
    Name:
    Title:



WELLS FARGO BANK, NATIONAL,
ASSOCIATION, as the Issuing Agent


By: _______________________
    Name:
    Title:

                                      -15-

</TEXT>
</DOCUMENT>
