ADMINISTRATIVE AGENTS, CREDIT SUISSE
FIRST BOSTON, CAYMAN ISLANDS BRANCH AND DEUTSCHE BANK SECURITIES INC., AS
SYNDICATION AGENTS, AND ABN AMRO BANK N.V.,
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BNP PARIBAS, HSBC BANK USA, NATIONAL ASSOCIATION AND UBS SECURITIES LLC, AS
ARRANGERS AND DOCUMENTATION AGENTS, AND JPMORGAN CHASE, AS ADMINISTRATIVE AGENT,
SHALL HAVE BEEN NOTIFIED BY EACH INITIAL LENDER THAT SUCH INITIAL LENDER HAS
EXECUTED THIS AGREEMENT.
JPMorgan Chase, as Administrative Agent, shall notify Kraft and the Initial
Lenders of the date which is the Effective Date upon satisfaction of all of the
conditions precedent set forth in this Section 3.01.
For purposes of
determining compliance with the conditions specified in this Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of JPMorgan Chase, as Administrative Agent, responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender prior
to the date that Kraft, by notice to the Lenders, designates as the proposed
Effective Date, specifying its objection thereto.
SECTION 3.02.
INITIAL ADVANCE TO EACH DESIGNATED
SUBSIDIARY.
THE OBLIGATION OF EACH LENDER TO MAKE AN INITIAL ADVANCE TO EACH
DESIGNATED SUBSIDIARY FOLLOWING ANY DESIGNATION OF SUCH DESIGNATED SUBSIDIARY AS
A BORROWER HEREUNDER PURSUANT TO SECTION 9.08 IS SUBJECT TO THE RECEIPT BY
JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, ON OR BEFORE THE DATE OF SUCH INITIAL
ADVANCE OF EACH OF THE FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO JPMORGAN
CHASE, AS ADMINISTRATIVE AGENT, AND DATED SUCH DATE, AND IN SUFFICIENT COPIES
FOR EACH LENDER:
(A)
CERTIFIED COPIES OF THE RESOLUTIONS OF THE
BOARD OF DIRECTORS OF SUCH DESIGNATED SUBSIDIARY (WITH A CERTIFIED ENGLISH
TRANSLATION IF THE ORIGINAL THEREOF IS NOT IN ENGLISH) APPROVING THIS AGREEMENT,
AND OF ALL DOCUMENTS EVIDENCING OTHER NECESSARY CORPORATE ACTION AND
GOVERNMENTAL APPROVALS, IF ANY, WITH RESPECT TO THIS AGREEMENT.
(B)
A CERTIFICATE OF A PROPER OFFICER OF SUCH
DESIGNATED SUBSIDIARY CERTIFYING THE NAMES AND TRUE SIGNATURES OF THE OFFICERS
OF SUCH DESIGNATED SUBSIDIARY AUTHORIZED TO SIGN THIS AGREEMENT AND THE OTHER
DOCUMENTS TO BE DELIVERED HEREUNDER.
(C)
A CERTIFICATE SIGNED BY A DULY AUTHORIZED
OFFICER OF THE DESIGNATED SUBSIDIARY, DATED AS OF THE DATE OF SUCH INITIAL
ADVANCE, CERTIFYING THAT SUCH DESIGNATED SUBSIDIARY SHALL HAVE OBTAINED ALL
GOVERNMENTAL AND THIRD PARTY AUTHORIZATIONS, CONSENTS, APPROVALS (INCLUDING
EXCHANGE CONTROL APPROVALS) AND LICENSES REQUIRED UNDER APPLICABLE LAWS AND
REGULATIONS NECESSARY FOR SUCH DESIGNATED SUBSIDIARY TO EXECUTE AND DELIVER THIS
AGREEMENT AND TO PERFORM ITS OBLIGATIONS THEREUNDER.
(D)
THE DESIGNATION AGREEMENT OF SUCH DESIGNATED
SUBSIDIARY, SUBSTANTIALLY IN THE FORM OF EXHIBIT D HERETO.
(E)
A FAVORABLE OPINION OF COUNSEL (WHICH MAY BE
IN-HOUSE COUNSEL) TO SUCH DESIGNATED SUBSIDIARY, DATED THE DATE OF SUCH INITIAL
ADVANCE, COVERING, TO THE EXTENT CUSTOMARY AND APPROPRIATE FOR THE RELEVANT
JURISDICTION, THE OPINIONS OUTLINED ON EXHIBIT F HERETO.
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(F)
SUCH OTHER APPROVALS, OPINIONS OR DOCUMENTS
AS ANY LENDER, THROUGH JPMORGAN