Consent and Waiver, to the 5-Year Revolving Credit Agreement



 Exhibit 10.1 
 KRAFT FOODS INC. 
 Three Lakes Drive 
 Northfield, Illinois 60093 
 September 29, 2009 
 JPMorgan Chase Bank, N.A., as Agent for 
             the Lenders party to the Credit Agreement (as defined below) 
 c/o
JPMorgan Chase Bank, N.A. 

	
	 270 Park Avenue, 4th
 Floor
 New York, New York 10017


 Attention: Tony Yung 
 Facsimile Number: (xxx) xxx-xxxx 
 with a copy to: 
 JPMorgan Chase Bank, N.A. 
 Loan and Agency 
 1111 Fannin Street, 10th Floor 

Houston, TX 77002 
 Attention: Tokunbo Tayo 
                 Lizet Lopez 
 Facsimile number (xxx) xxx-xxxx 
 CONSENT AND
WAIVER 
 Ladies and Gentlemen: 
 Reference is made to that certain $4.5 billion 5-Year Revolving Credit Agreement dated as of April 15, 2005 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) by
and among Kraft Foods Inc., a Virginia corporation (the “Borrower”), the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A. (“JPM”) and Citibank, N.A., as Administrative Agents (together, the
“Administrative Agents”), Credit Suisse First Boston, Cayman Islands Branch and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Securities LLC,
as Arrangers and Documentation Agents. Capitalized terms used but not defined in this Consent and Waiver shall have the meanings given to the terms in the Credit Agreement. 
 The Borrower hereby notifies JPM, both individually and on behalf of the Lenders, of its desire to terminate in full the Commitment of Lehman
Commercial Paper, Inc. (“Lehman”) (the “Lehman Commitment”), but without a ratable termination or reduction of the Commitments of the other Lenders (the “Lehman Termination”). JPM and the Required
Lenders hereby (i) consent to the Lehman Termination and (ii) waive any Default or Event of Default arising under Section 6.01(c)(iii) of the Credit Agreement as a result of the Lehman Termination and any other provision of the Credit
Agreement that may be read to conflict with the Lehman Termination, in each case solely in relation to the Lehman Commitment, including, without limitation, compliance with Section 2.10(a) (Optional Termination or Reduction of the Commitments).








 In accordance with Section 9.01 of the Credit Agreement, the effectiveness of this Consent and
Waiver is subject to the condition precedent that JPM shall have received either (i) duly executed counterpart signature pages to this Consent and Waiver from the Borrower, Lehman and the Required Lenders or (ii) written evidence
satisfactory to JPM (which may include a telecopy transmission of an executed signature page to this Consent and Waiver) that such parties have signed counterparts of this Consent and Waiver. 
 Upon the effectiveness of this Consent and Waiver, on and after the date hereof, each reference in the Credit Agreement (including any reference
therein to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring thereto) or in any other document, instrument or agreement executed and/or delivered in connection
therewith shall mean and be a reference to the Credit Agreement as modified hereby. Except as specifically modified above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect, and are hereby ratified and confirmed. Except as expressly set forth herein, the execution, delivery and effectiveness of this Consent and Waiver shall not operate as a waiver of any right, power or remedy of
the Administrative Agents or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other document, instrument or agreement executed and/or delivered in connection therewith. 
 This Consent and Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. This Consent and Waiver may be
executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument and any parties hereto may execute this Consent and Waiver by signing such counterpart. 
 [Signatures follow] 
  

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	KRAFT FOODS INC.
		
	By:	 	 /s/    Johan Nystedt

	Name:	 	Johan Nystedt
	Title:	 	Assistant Treasurer
	
	 JPMORGAN CHASE BANK, N.A.,
 As Administrative Agent and as a Lender

		
	By:	 	 /s/    Tony Yung

	Name:	 	Tony Yung
	Title:	 	Vice President
	
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/    Frederick W. Laird

	Name:	 	Frederick W. Laird
	Title:	 	Managing Director
		
	By:	 	 /s/    Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	Vice President
	
	CITIBANK, N.A.
		
	By:	 	 /s/    Carolyn A. Sheridan

	Name:	 	Carolyn A. Sheridan
	Title:	 	Managing Director and Vice President
	
	BNP PARIBAS
		
	By:	 	 /s/    Curtis Price

	Name:	 	Curtis Price
	Title:	 	Managing Director
		
	By:	 	 /s/    Fikret Durmus

	Name:	 	Fikret Durmus
	Title:	 	Vice President
	
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/    Robert J. Devir

	Name:	 	Robert J. Devir
	Title:	 	Managing Director









			
	ABN AMRO BANK N.V.
		
	By:	 	 /s/    Michele Costello

	Name:	 	Michele Costello
	Title:	 	Director
		
	By:	 	 /s/    Marc Brondyke

	Name:	 	Marc Brondyke
	Title:	 	Associate
	
	SOCIETE GENERALE
		
	By:	 	 /s/    Carol Radice

	Name:	 	Carol Radice
	Title:	 	Director
	
	 COMMERZBANK AG (formerly Dresdner Bank AG
 acting through its lending office,
 Dresdner Bank AG, New York Branch)

		
	By:	 	 /s/    Mark McGulgan

	Name:	 	Mark McGulgan
	Title:	 	Vice President
		
	By:	 	 /s/    Joseph Mormak

	Name:	 	Joseph Mormak
	Title:	 	Vice President
	
	BANCO SANTANDER S.A., NEW YORK BRANCH
		
	By:	 	 /s/    Ignacio Campillo

	Name:	 	Ignacio Campillo
	Title:	 	Managing Director
		
	By:	 	 /s/    Harry Moreno

	Name:	 	Harry Moreno
	Title:	 	Vice President
	
	LEHMAN COMMERCIAL PAPER, INC.
		
	By:	 	 /s/    Frank P. Turner

	Name:	 	Frank P. Turner
	Title:	 	Authorized Signatory









					
	MIZUHO CORPORATE BANK, LTD.	 	
			
	By:	 	 /s/    Robert Gallagher
	 	
	Name:	 	Robert Gallagher	 	
	Title:	 	Authorized Signatory	 	
		
	INTESA SANPAOLO SpA	 	
			
	By:	 	 /s/    John J. Michalisin
	 	
	Name:	 	John J. Michalisin	 	
	Title:	 	First Vice President	 	
			
	By:	 	 /s/    Franco Di Mario
	 	
	Name:	 	Franco Di Mario	 	
	Title:	 	First Vice President & Credit Manager	 	
		
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH	 	
			
	By:	 	 /s/    Miguel Lara
	 	
	Name:	 	Miguel Lara	 	
	Title:	 	Managing Director	 	
			
	By:	 	 /s/    Alex Mayral
	 	
	Name:	 	Alex Mayral	 	
	Title:	 	Vice President	 	
		
	THE BANK OF NEW YORK MELLON	 	
			
	By:	 	 /s/    John T. Smathers
	 	
	Name:	 	John T. Smathers	 	
	Title:	 	First Vice President	 	
		
	DnB NOR BANK ASA	 	
			
	By:	 	 /s/    Philip F. Kurpiewski
	 	
	Name:	 	Philip F. Kurpiewski	 	
	Title:	 	Senior Vice President	 	
			
	By:	 	 /s/    Thomas Tangan
	 	
	Name:	 	Thomas Tangan	 	
	Title:	 	Senior Vice President	 	
		 	Head of Corporate Banking	 	

  








			
	 NATIONAL AUSTRALIA BANK LTD.

		
	By:	 	 /s/    Courtney A. Cloe

	Name:	 	Courtney A. Cloe
	Title:	 	Director
	
	RAIFFEISEN ZENTRALBANK AG
		
	By:	 	 /s/    Daniela Vorbeck

	Name:	 	Daniela Vorbeck
	Title:	 	Vice President
		
	By:	 	 /s/    Bettina Claissen

	Name:	 	Bettina Claissen
	Title:	 	
	
	AgFIRST FARM CREDIT BANK
		
	By:	 	 /s/    Matt Jeffords

	Name:	 	Matt Jeffords
	Title:	 	Assistant Vice President
	
	STATE STREET BANK AND TRUST COMPANY
		
	By:	 	 /s/    Juan G. Sierra

	Name:	 	Juan G. Sierra
	Title:	 	Vice President
	
	STANDARD CHARTERED BANK
		
	By:	 	 /s/    Karen E. Bershtein

	Name:	 	Karen E. Bershtein
	Title:	 	Director
		
	By:	 	 /s/    Robert K. Reddington

	Name:	 	Robert K. Reddington
	Title:	 	AVP/Credit Documentation, Credit Risk Control