Amendment No. 2 to Acquisition and Refinancing Bridge Credit Agreement



 Exhibit 10.3 
 AMENDMENT NO. 2 TO ACQUISITION AND REFINANCING 
 BRIDGE CREDIT AGREEMENT 
 AMENDMENT NO. 2, dated as of January 29, 2010 (this
“Amendment”), among Kraft Foods Inc., a Virginia corporation (“Kraft”), Citibank, N.A. (“Citi”), as Paying Agent (the “Paying Agent”) and the Lenders set forth on the signature
pages hereto to the Acquisition and Refinancing Bridge Credit Agreement dated as of November 9, 2009 (as amended, modified or supplemented from time to time, the “Credit Agreement”) among Kraft, the Lenders from time to time
party thereto, Citi and Deutsche Bank AG Cayman Islands Branch (“DB”), as co-administrative agents, the Paying Agent; HSBC Securities (USA) Inc., as syndication agent and DB, as documentation agent. Capitalized terms used herein but
not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. 
 WHEREAS, pursuant to
Section 9.01 thereof, Kraft has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and 
 WHEREAS, subject to the conditions set forth herein, the Required Lenders are willing to agree to such amendment relating to the Credit Agreement. 
 NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 
 Section 1.    Amendments. 
 (a) The definition of “Interest Period”
in Section 1.01 is amended by deleting the phrase “the duration of each such Interest Period shall be one, two, three or six months, or, if agreed by all Lenders, nine or twelve months” appearing in the second sentence in such
definition and replacing it with “the duration of each such Interest Period shall be seven days, one month, two months, three months or six months, or, if agreed by all Lenders, nine or twelve months (it being understood that the Borrower may
not elect to have more than five Advances having an Interest Period of seven days outstanding at any time)”; 
 (b)
Section 2.02(a) is amended by deleting the phrase “11:00 a.m. (London time) on the third Business Day” in sub-clause (x) of the first sentence in such section and replacing it with “9:30 a.m. (New York City time) on the
second Business Day”; 
 (c) Section 2.09(a) is amended by deleting the phrase “upon at least three Business
Day’s notice” appearing in such section and replacing it with “upon at least two Business Day’s notice”; and 
  

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 (d) Section 2.10(a) is amended by deleting the phrase “upon at least five Business Days’ notice to the Administrative Agent” appearing in such section and replacing it with “upon
at least two Business Days’ notice to the Administrative Agent not later than 9:30 a.m. (New York City time) on the second business day prior to the date of the proposed prepayment.” 
 Section 2.    Representations and Warranties. Kraft hereby represents and warrants to the Paying Agent and
the Lenders as of the date hereof that: 
 (a) The execution, delivery and performance of this Amendment have been duly
authorized by all necessary corporate action by Kraft and do not contravene (i) the charter or by-laws of Kraft or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual
restriction binding on or affecting Kraft; and 
 (b) After giving effect to this Amendment, the representations and warranties
set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date. 
 Section 3.    Conditions to
Effectiveness. This Amendment shall become effective on the date on which each of the following conditions is satisfied or waived: 
 (a) The Paying Agent shall have executed this Amendment and the Paying Agent (or their counsel) shall have received an executed counterpart of this Amendment from Kraft and the Required Lenders; and

 (b) The Paying Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of
Kraft, dated the date hereof, stating that: (i) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the date hereof, and (ii) no event has occurred and is continuing on and as
of the date hereof that constitutes a Default or Event of Default. 
 Section
4.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original,
but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or email shall be effective as delivery of a manually executed counterpart
hereof. 
 Section 5.    Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINES. 







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 Section 6.    Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 
 Section 7.    Effect of 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 or the Agents under the Credit Agreement or any other documents related thereto, and, save as expressly set forth herein, 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 provision of the Credit Agreement or any document related thereto, all of which are
ratified and affirmed in all respects and shall continue in full force and effect. 
 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written. 
  

			
	KRAFT FOODS INC.
		
	By:	 	/s/ Barbara Brasier
		 	 Name: Barbara Brasier
 Title:   Senior Vice President and Treasurer



  

			
	 CITIBANK, N.A.,
 as Paying Agent and as a Lender

		
	By:	 	/s/ Carolyn Kee
		 	 Name: Carolyn Kee
 Title:   Vice President



  

			
	 DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as a Lender

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



  

			
	By:	 	/s/ Ming K. Chu
		 	 Name: Ming K. Chu
 Title:   Vice President



  

			
	 DEUTSCHE BANK AG LONDON BRANCH,
 as a Lender

		
	By:	 	/s/ T. Hallaways
		 	 Name: T. Hallaways
 Title:   Vice President



  

			
	By:	 	/s/ M. Naulls
		 	 Name: M. Naulls
 Title:   A. Vice President



  

 Amendment No. 2 to Acquisition and Refinancing Bridge Credit Agreement 









			
	 HSBC BANK USA, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	/s/ Robert J. Devir
		 	 Name: Robert J. Devir
 Title:   Managing Director



  

			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
 as a Lender

		
	By:	 	/s/ Karl Studer
		 	 Name: Karl Studer
 Title:   Director

		
	By:	 	/s/ Jay Cahll
		 	 Name: Jay Cahll
 Title:   Director



  

			
	 THE ROYAL BANK OF SCOTLAND PLC,
 as a Lender

		
	By:	 	/s/ Tracy Rahn
		 	 Name: Tracy Rahn
 Title:   Vice President



  

 Amendment No. 2 to Acquisition and Refinancing Bridge Credit Agreement 









			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
 as a Lender

		
	By:	 	/s/ Karl Studer
		 	 Name: Karl Studer
 Title:   Director



  

			
	 BANCO BILBAO VIZCAYA ARGENTARIA, S.A.,
 as a Lender

		
	By:	 	/s/ Peter Tommaney
		 	 Name: Peter Tommaney
 Title:   Senior Vice President




			
		
	By:	 	/s/ Micheal D’anna
		 	 Name: MICHEAL D’ANNA
 Title:   Director



  

			
	 BNP PARIBAS,
 as a Lender

		
	By:	 	/s/ Renaud-Franick Falce
		 	 Name: Renaud-Franick Falce
 Title:   Managing Director

		
	By:	 	/s/ Scott Tricarico
		 	 Name: Scott Tricarico
 Title:   Vice President



  

 Amendment No. 2 to Acquisition and Refinancing Bridge Credit Agreement 








  

			
	 SOCIETE GENERALE,
 as a Lender

		
	By:	 	/s/ Anne Chassereau
		 	 Name: Anne Chassereau
 Title:   Managing Director



  

			
	 BARCLAYS BANK PLC.,
 as a Lender

		
	By:	 	/s/ David Barton
		 	 Name: David Barton
 Title:   Director



  

			
	 BANCO SANTANDER S.A., NEW YORK BRANCH
 as a Lender

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

		
	By:	 	/s/ Ramon E. Colon Navarro
		 	 Name: Ramon E. Colon Navarro
 Title:   Vice President



  

			
	 INTESA SANPAOLO S.P.A.,
 as a Lender

		
	By:	 	/s/ Francesco Di Mario
		 	 Name: Francesco Di Mario
 Title:   FVP, Credit Manager

		
	By:	 	/s/ John J. Michalisin
		 	 Name: John J. Michalisin
 Title:   First Vice President



  

 Amendment No. 2 to Acquisition and Refinancing Bridge Credit Agreement 









			
	 MIAZUHO CORPORATE BANK, LTD.,
 as a Lender

		
	By:	 	/s/ Toru Inove
		 	 Name: Toru Inove
 Title:   Deputy General Manager



  

			
	 DNB NOR BANK ASA,
 as a Lender

		
	By:	 	/s/ Philip F. Kurpiewski
		 	 Name: Philip F. Kurpiewski
 Title:   Senior Vice President




			
		
	By:	 	/s/ Thomas Tangen
		 	 Name: Thomas Tangen
 Title:   Senior Vice President



  

			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
 as a Lender

		
	By:	 	/s/ Victor Pierzchalski
		 	 Name: Victor Pierzchalski
 Title:   Authorized Signatory



  

			
	 THE BANK OF NOVA SCOTIA,
 as a Lender

		
	By:	 	/s/ Paula Czach
		 	 Name: Paula Czach
 Title:   Director and Execution Head



  

 Amendment No. 2 to Acquisition and Refinancing Bridge Credit Agreement 









			
	 CALYON NEW YORK BRANCH,
 as a Lender

		
	By:	 	/s/ David Cagle
		 	 Name: David Cagle
 Title:   Managing Director

		
	By:	 	/s/ Bryan Myers
		 	 Name: Bryan Myers
 Title:   Senior Vice President



  

			
	 ING BANK N.V., DUBLIN BRANCH,
 as a Lender

		
	By:	 	/s/ Padraig Matthews
		 	 Name: Padraig Matthews
 Title:   Vice President

		
	By:	 	/s/ Sean Hassett
		 	 Name: Sean Hassett
 Title:   Director



  

 Amendment No. 2 to Acquisition and Refinancing Bridge Credit Agreement