OR THE REMAINING
BALANCE IF LESS THAN $50,000,000; AND PROVIDED FURTHER THAT THE AGGREGATE AMOUNT
OF THE COMMITMENTS OF THE LENDERS SHALL NOT BE REDUCED TO AN AMOUNT THAT IS LESS
THAN THE AGGREGATE PRINCIPAL AMOUNT OF THE COMPETITIVE BID ADVANCES THEN
OUTSTANDING.
(II)
ON ANY EXTENSION DATE PURSUANT TO SECTION
2.10(B), KRAFT MAY TERMINATE THE COMMITMENTS OF ANY NON-EXTENDING LENDER;
PROVIDED THAT KRAFT SHALL PREPAY THE ADVANCES OWING TO SUCH NON-EXTENDING LENDER
ON THE APPLICABLE EXTENSION DATE, TOGETHER WITH ACCRUED BUT UNPAID INTEREST AND
FEES THEREON AND ALL OTHER AMOUNTS THEN PAYABLE HEREUNDER TO SUCH NON-EXTENDING
LENDER.
(B)
EXTENSION OF TERMINATION DATE.
(I)
AT LEAST 30 DAYS BUT NOT MORE THAN 60
DAYS PRIOR TO EACH ANNIVERSARY OF THE EFFECTIVE DATE (ANY SUCH APPLICABLE
ANNIVERSARY OF THE EFFECTIVE DATE, THE "EXTENSION DATE"), KRAFT, BY WRITTEN
NOTICE TO JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, MAY REQUEST ANNUALLY THAT
EACH LENDER EXTEND THE TERMINATION DATE FOR SUCH LENDER'S COMMITMENT FOR AN
ADDITIONAL ONE-YEAR PERIOD.
(II)
JPMORGAN CHASE, AS ADMINISTRATIVE AGENT,
SHALL PROMPTLY NOTIFY EACH LENDER OF SUCH REQUEST AND EACH LENDER SHALL THEN, IN
ITS SOLE DISCRETION, NOTIFY KRAFT AND JPMORGAN CHASE, AS ADMINISTRATIVE AGENT,
IN WRITING NO LATER THAN 20 DAYS PRIOR TO THE EXTENSION DATE WHETHER SUCH LENDER
WILL CONSENT TO THE EXTENSION (EACH SUCH LENDER CONSENTING TO THE EXTENSION, AN
"EXTENDING LENDER").
(III)
SUBJECT TO SATISFACTION OF THE CONDITIONS IN
SECTION 3.03(A)-(C) AS OF THE EXTENSION DATE, THE TERMINATION DATE IN EFFECT AT
SUCH TIME SHALL BE EXTENDED FOR AN ADDITIONAL ONE-YEAR PERIOD; PROVIDED,
HOWEVER, THAT (A) NO SUCH EXTENSION SHALL BE EFFECTIVE (1) UNLESS THE REQUIRED
LENDERS AGREE THERETO AND (2) AS TO ANY LENDER THAT DOES NOT AGREE TO SUCH
EXTENSION (ANY SUCH LENDER, A "NON-EXTENDING
21
LENDER") AND (B) KRAFT MAY ONLY REQUEST AN EXTENSION OF THE TERMINATION DATE ON
THE FIRST FIVE ANNIVERSARIES OF THE EFFECTIVE DATE.
(IV)
TO THE EXTENT THAT THERE ARE NON-EXTENDING
LENDERS, JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, SHALL PROMPTLY SO NOTIFY THE
EXTENDING LENDERS, AND EACH EXTENDING LENDER MAY, IN ITS SOLE DISCRETION, GIVE
WRITTEN NOTICE TO KRAFT AND JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, NO LATER
THAN 15 DAYS PRIOR TO THE EXTENSION DATE OF THE AMOUNT OF THE COMMITMENTS OF THE
NON-EXTENDING LENDERS THAT IT IS WILLING TO ASSUME.
(V)
KRAFT SHALL BE PERMITTED TO REPLACE ANY
LENDER THAT IS A NON-EXTENDING LENDER WITH A REPLACEMENT FINANCIAL INSTITUTION
OR OTHER ENTITY (EACH, A "NEW LENDER"); PROVIDED THAT (A) THE NEW LENDER SHALL
PURCHASE, AT PAR, ALL ADVANCES AND OTHER AMOUNTS OWING TO SUCH REPLACED LENDER
ON OR PRIOR TO THE DATE OF REPLACEMENT, (B) THE BORROWER SHALL BE LIABLE TO SUCH
REPLACED LENDER UNDER SECTION 9.04(B) IF ANY LIBO RATE ADVANCE OR FLOATING RATE
BID ADVANCE OWING TO SUCH REPLACED LENDER SHALL BE PURCHASED OTHER THAN ON THE
LAST DAY OF THE INTEREST PERIOD RELATING THERETO, (C) THE REPLACED LENDER SHALL
BE OBLIGATED TO MAKE SUCH REPLACEMENT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 9.07 (PROVIDED THAT KRAFT SHALL