the rate,
if any, furnished by each Reference Bank for the purpose of determining the
interest rate under Section 2.04(a)(ii) or the applicable LIBO Rate.
(C)
INADEQUATE LIBO RATE.
IF, WITH RESPECT TO
ANY LIBO RATE ADVANCES, THE REQUIRED LENDERS NOTIFY JPMORGAN CHASE, AS
ADMINISTRATIVE AGENT, THAT (I) THEY ARE UNABLE TO OBTAIN MATCHING DEPOSITS IN
THE LONDON INTERBANK MARKET AT OR ABOUT 11:00 A.M. (LONDON TIME) ON THE SECOND
BUSINESS DAY BEFORE THE MAKING OF A BORROWING IN SUFFICIENT AMOUNTS TO FUND
THEIR RESPECTIVE LIBO RATE ADVANCES AS A PART OF SUCH BORROWING DURING THE
INTEREST PERIOD THEREFOR OR (II) THE LIBO RATE FOR ANY INTEREST PERIOD FOR SUCH
ADVANCES WILL NOT ADEQUATELY REFLECT THE COST TO SUCH REQUIRED LENDERS OF
MAKING, FUNDING OR MAINTAINING THEIR RESPECTIVE LIBO RATE ADVANCES FOR SUCH
INTEREST PERIOD, JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, SHALL FORTHWITH SO
NOTIFY KRAFT AND THE LENDERS, WHEREUPON (A) THE BORROWER OF SUCH LIBO RATE
ADVANCES WILL, ON THE LAST DAY OF THE THEN EXISTING INTEREST PERIOD THEREFOR,
EITHER (X) PREPAY SUCH ADVANCES OR (Y) CONVERT SUCH ADVANCES INTO BASE RATE
ADVANCES AND (B) THE OBLIGATION OF THE LENDERS TO MAKE, OR TO CONVERT BASE RATE
ADVANCES INTO, LIBO RATE ADVANCES SHALL BE SUSPENDED UNTIL JPMORGAN CHASE, AS
ADMINISTRATIVE AGENT, SHALL NOTIFY KRAFT AND THE LENDERS THAT THE CIRCUMSTANCES
CAUSING SUCH SUSPENSION NO LONGER EXIST.
IN THE CASE OF CLAUSE (II) ABOVE, EACH
LENDER SHALL CERTIFY ITS COST OF FUNDS FOR EACH INTEREST PERIOD TO JPMORGAN
CHASE, AS ADMINISTRATIVE AGENT, AND KRAFT AS SOON AS PRACTICABLE (BUT IN ANY
EVENT NOT LATER THAN 10 BUSINESS DAYS AFTER THE LAST DAY OF SUCH INTEREST
PERIOD).
SECTION 2.09.
FEES.
(A)
FACILITY FEE.
KRAFT
AGREES TO PAY TO JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
EACH LENDER A FACILITY FEE ON THE AGGREGATE AMOUNT OF SUCH LENDER'S COMMITMENT
(WHETHER OR NOT USED AND WITHOUT GIVING EFFECT TO ANY COMPETITIVE BID REDUCTION)
FROM THE DATE HEREOF IN THE CASE OF EACH INITIAL LENDER AND FROM THE EFFECTIVE
DATE SPECIFIED IN THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH IT BECAME A
LENDER IN THE CASE OF EACH OTHER LENDER UNTIL THE TERMINATION DATE AT THE
APPLICABLE FACILITY FEE RATE, IN EACH CASE PAYABLE ON THE LAST DAY OF EACH
MARCH, JUNE, SEPTEMBER AND DECEMBER UNTIL THE TERMINATION DATE AND ON THE
TERMINATION DATE.
20
(B)
AGENT'S FEES.
KRAFT SHALL PAY TO JPMORGAN
CHASE, AS ADMINISTRATIVE AGENT, FOR ITS OWN ACCOUNT SUCH FEES AS MAY FROM TIME
TO TIME BE AGREED BETWEEN KRAFT AND SUCH AGENT.
SECTION 2.10.
OPTIONAL TERMINATION OR REDUCTION OF
THE COMMITMENTS AND EXTENSION OF TERMINATION DATE.
(A)
OPTIONAL TERMINATION OR REDUCTION OF THE
COMMITMENTS.
(I)
KRAFT SHALL HAVE THE RIGHT, UPON AT
LEAST THREE BUSINESS DAYS' NOTICE TO JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, TO
TERMINATE IN WHOLE OR REDUCE RATABLY IN PART THE UNUSED PORTIONS OF THE
RESPECTIVE COMMITMENTS OF THE LENDERS; PROVIDED THAT EACH PARTIAL REDUCTION
SHALL BE IN THE AGGREGATE AMOUNT OF NO LESS THAN $50,000,000