Securities and exchange commission


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endorsed, or accompanied by a written instrument of transfer duly executed, by

the registered holder hereof or such holder's attorney duly authorized in

writing, a new Note for a like principal amount will be issued to, and

registered in the name of, the transferee. Prior to due presentment for

registration of transfer, the Company may treat the person in whose name this

Note is registered as the owner hereof for the purpose of receiving payment and

for all other purposes, and the Company will not be affected by any notice to

the contrary.
This Note is also subject to optional prepayment, in whole or from time to

time in part, at the times and on the terms specified in the Note Purchase

Agreements, but not otherwise.
If an Event of Default, as defined in the Note Purchase Agreements, occurs

and is continuing, the principal of this Note may be declared or otherwise

become due and payable in the manner, at the price (including any applicable

Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.
THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED

IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW

PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE

LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

SENSIENT TECHNOLOGIES

CORPORATION

By:

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

Name:

Title:
Exhibit 1-B-2

EXHIBIT 1-C
[FORM OF SERIES C NOTE]
SENSIENT TECHNOLOGIES CORPORATION
5.63% SERIES C SENIOR NOTE DUE NOVEMBER 29, 2006
No. R- [Date]

----
(euro) PPN: 81725T A# 7

---------
FOR VALUE RECEIVED, the undersigned, SENSIENT TECHNOLOGIES CORPORATION

(herein called the "Company"), a corporation organized and existing under the

laws of the State of Wisconsin, hereby promises to pay to or

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

registered assigns, the principal sum of EUROS

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

((euro) ) on November 29, 2006, with interest (computed on the basis of

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a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the

rate of 5.63% per annum from the date hereof, payable semiannually on the 29th

day of November and May in each year, commencing with the November or May next

succeeding the date hereof, until the principal hereof shall have become due and

payable, and (b) to the extent permitted by law on any overdue payment

(including any overdue prepayment) of principal, any overdue payment of interest

and any overdue payment of any Make-Whole Amount (as defined in the Note

Purchase Agreements referred to below), payable semiannually as aforesaid (or,

at the option of the registered holder hereof, on demand), at a rate per annum

from time to time equal to the greater of (i) 7.63% or (ii) 2% over the rate of

interest publicly announced from time to time by The Bank of New York in New

York, New York (or its successor) as its "base" or "prime" rate.
Payments of principal of, interest on and any Make-Whole Amount with

respect to this Note are to be made in lawful money of the United States of

America at the address shown in the register maintained by the Company for such

purpose or at such other place as the Company shall have designated by written

notice to the holder of this Note as provided in the Note Purchase Agreements

referred to below.
This Note is one of a series of Senior Notes (herein called the "Notes")

issued pursuant to separate Note Purchase Agreements, dated as of November 29,

2001 (as from time to time amended, the "Note Purchase
Exhibit 1-C-1

Agreements"), between the Company and the respective purchasers named therein

and is entitled to the benefits thereof. Each holder of this Note will be

deemed, by its acceptance hereof, (i) to have agreed to the confidentiality

provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to

have made the representation set forth in Section 6.2 of the Note Purchase

Agreements.
This Note is a registered Note and, as provided in the Note Purchase

Agreements, upon surrender of this Note for registration of transfer, duly

endorsed, or accompanied by a written instrument of transfer duly executed, by

the registered holder hereof or such holder's attorney duly authorized in

writing, a new Note for a like principal amount will be issued to, and

registered in the name of, the transferee. Prior to due presentment for

registration of transfer, the Company may treat the person in whose name this

Note is registered as the owner hereof for the purpose of receiving payment and

for all other purposes, and the Company will not be affected by any notice to

the contrary.
This Note is also subject to optional prepayment, in whole or from time to

time in part, at the times and on the terms specified in the Note Purchase

Agreements, but not otherwise.
If an Event of Default, as defined in the Note Purchase Agreements, occurs

and is continuing, the principal of this Note may be declared or otherwise

become due and payable in the manner, at the price (including any applicable

Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.
THIS NOTE AND THE NOTE PURCHASE AGREEMENTS ARE GOVERNED BY, AND CONSTRUED

IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW

PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE

LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

SENSIENT TECHNOLOGIES

CORPORATION

By:

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

Name:

Title:
Exhibit 1-C-2

Exhibit 1-C-3

EXHIBIT 4.4(a)(i)
[FORM OF OPINION OF SPECIAL COUNSEL TO COMPANY]
November 29, 2001
To Each of the Addressees

Listed in Schedule I Hereto:
Sensient Technologies Corporation
Dear Sirs:
We have acted as special counsel to Sensient Technologies Corporation,

a Wisconsin corporation (the "Company"), in connection with the negotiation,

execution and delivery today of the separate Note Purchase Agreements, dated as

of November 29, 2001 (the "Note Purchase Agreements"), entered into by the

Company with each of the purchasers named in Schedule A thereto.
The opinions expressed below are furnished to you at the request of the

Company pursuant to Section 4.4(a)(i) of the Note Purchase Agreements.

Capitalized terms used herein without definition have the respective meanings

set forth in Schedule B to the Note Purchase Agreements.
In arriving at the opinions expressed below, we have examined and relied on

the following (including, but not limited to, the representations and warranties

as to factual matters contained therein):
(a) originals, or copies certified or otherwise identified to our

satisfaction, of the Note Purchase Agreements and the Notes purchased by

you today pursuant thereto (collectively, the "Documents"); and
(b) such corporate documents and records of the Company and such other

instruments and certificates of public officials, officers and

representatives of the Company and other Persons as we have deemed

necessary or appropriate for the purposes of this opinion; and
(c) we have made such investigations of law as we have deemed

appropriate as a basis for this opinion.
In rendering the opinions expressed below, we have assumed, with your

permission, without independent investigation or inquiry, (a) the

-

authenticity of all documents submitted to
Exhibit 4.4(a)(i)

us as originals, (b) the genuineness of all signatures on all documents that we

-

examined, (c) the conformity to authentic originals of documents submitted to us

-

as certified, conformed or photostatic copies, (d) that the Company is validly

-

existing as a Wisconsin corporation and has the corporate power and authority to

enter into, and perform its obligations under, the Documents and (e) the due

-

authorization, execution and delivery of each of the Documents by each party

thereto.
Based upon and subject to the foregoing and the qualifications hereinafter

set forth, we are of the following opinion:
1. Each of the Documents constitutes the legal, valid and binding

obligation of the Company enforceable against the Company in accordance with its

terms.
2. Neither the execution and delivery by the Company of the Documents nor

the performance of the obligations thereunder by the Company (a) requires the

-

consent, approval or authorization of, or registration, filing or declaration

with, any Governmental Authority of the United States or the State of New York,

except for (i) any such consents, approvals, authorizations, registrations,

-

filings or declarations that have been obtained or made and remain in effect and

(ii) any other consents, approvals, authorizations, registrations, filings or

--

declarations that are not material and if not made, obtained or done, would not

affect the enforceability of the Documents, or (b) violates any law, rule or

-

regulation of the United States or the State of New York known to us to be

applicable to the Company or any of its material properties.
3. The registration of the Notes under the Securities Act is not required

for the offer, issuance, sale and delivery of the Notes by the Company in the

manner contemplated by the Note Purchase Agreements and the Memorandum. We

express no opinion as to when and under what circumstances the Notes may

otherwise be resold. No qualification of an indenture in respect of the Notes

under the Trust Indenture Act of 1939, as amended, is required in connection

with such offer and sale.
Our opinion set forth above is subject to the effects of (a) bankruptcy,

-

insolvency, fraudulent conveyance, fraudulent transfer, reorganization,

moratorium and other similar laws relating to or affecting creditors' rights or

remedies generally, (b) general equitable principles (whether considered in a

-

proceeding in equity or at law), (c) an implied covenant of good faith,

-

reasonableness and fair dealing, (d) applicable state laws and interpretations

-

which may affect the validity or enforceability of certain remedies provided for

in the Documents, which limitations, however, do not, in our opinion, make the

remedies provided for therein inadequate for the practical realization of the

rights and benefits intended to be provided thereby (subject to the other

qualifications expressed herein), and (e) limitations on enforceability of

-

rights to indemnification under Federal or state securities laws or regulations

or to the extent any indemnification would violate public policy. We express no

opinion as to (1) the enforceability of any waiver of any statutory right, (2)

- -

the waiver of inconvenient forum set forth in Section 23.8(b) of the Note

Purchase Agreements, or (3) the provisions of Section 23.6 of the Note Purchase

-

Agreements.
Exhibit 4.4(a)-2

We express no opinion as to the validity, binding effect or enforceability

of any provision of the Documents that purports to waive, release or vary any

right of, or any duties owing to, any holder of any Notes, to the extent limited

by provisions of applicable law.
We express no opinion as to the laws of any jurisdiction other than the

laws of the State of New York and those federal laws of the United States of

America which, in our experience, are generally applicable to transactions of

this type. In particular (and without limiting the generality of the foregoing),

we express no opinion as to the laws of any country (other than the federal laws

of the United States of America) or as to the effect of such laws (whether

limiting, prohibitive or otherwise) on any of the rights or obligations of any

holder of Notes. In giving the foregoing opinion, we express no opinion as to

the effect (if any) of any law of any jurisdiction (except the State of New

York) in which any holder of any Notes is located which limits the rate of

interest that such holder may charge or collect.
The opinions expressed herein are solely for your benefit and, without our

prior consent, neither our opinion nor this opinion letter may be disclosed

publicly to or relied upon by any other person, except that any holder of a Note

(a) may show this opinion letter to a prospective transferee, and provide a copy

-

of this opinion letter to a transferee, of a Note transferred in accordance with

the applicable Note Purchase Agreement and (b) may show a copy of this opinion

-

letter to any governmental authority pursuant to requirements of applicable law

or regulations or the United States National Association of Insurance

Commissioners or any rating agency reviewing the investment holdings of such

holder.
Very truly yours,
Exhibit 4.4(a)-3

EXHIBIT 4.4(a)(ii)
[FORM OF OPINION OF GENERAL COUNSEL FOR THE COMPANY]
November 29, 2001
To Each of the Addressees

Listed on Schedule I Hereto:

------------------------------
Sensient Technologies Corporation

---------------------------------
Dear Sirs:
I am Vice President, Secretary and General Counsel of Sensient Technologies

Corporation, a Wisconsin corporation (the "Company"), and I am furnishing this

opinion to you pursuant to Section 4.4(a)(ii) of the separate Note Purchase

Agreements, dated as of November 29, 2001 (the "Note Purchase Agreements"),

entered into by the Company with each of the purchasers named in Schedule A

thereto. Unless otherwise defined herein, capitalized terms defined in the Note

Purchase Agreements are used herein as defined therein.
In arriving at the opinions expressed below, I have examined and relied on

the following (including, but not limited to, the representations and warranties

as to factual matters contained therein):
1. originals, or copies certified or otherwise identified to our

satisfaction, of the Note Purchase Agreements and the Notes purchased

by you today pursuant thereto (collectively, the "Documents");
2. such corporate documents and records of the Company and such other

instruments and certificates of public officials, officers and

representatives of the Company and other Persons as I have deemed

necessary or appropriate for the purposes of this opinion; and
I have made such investigations of law as I have deemed appropriate as a
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