COST") DURING
THE PREVIOUS SIX MONTHS.
IN THE EVENT THAT MANAGER DETERMINES THAT THE ACTUAL
COST DIFFERS FROM THE AGGREGATE FIXED EXPENSES COMPRISING THE MANAGEMENT FEE AS
SET FORTH IN THE PRECEDING OB OR SRF (AS THE CASE MAY BE) BY MORE THAN 2%,
MANAGER WILL DELIVER TO KRAFT DOCUMENTATION FOR SUCH ACTUAL COST AND THE PARTIES
WILL ADJUST THE MONTHLY MANAGEMENT FEE ACCORDINGLY, RETROACTIVELY OR
PROSPECTIVELY.
On or before November 15 of each calendar year, in connection with the annual
review of services provided to Kraft Foods Inc. and its wholly owned
subsidiaries under the Services Agreement dated as of January 1, 2001, an
estimate of the fixed and variable expenses for the next calendar year will be
submitted to the Controller and Chief Financial Officer ("CFO") of Kraft Foods
Inc. by the Controller of Altria Group, Inc. on behalf of Manager, for review
and approval. Approval by the CFO of Kraft Foods Inc. and the CFO of Altria
Group, Inc. will constitute approval by the Manager and Kraft of the estimate of
the fixed and variable expenses for the ensuing year.
3.5
INSURANCE. KRAFT SHALL PAY ALL COSTS AND
EXPENSES RELATING TO THE INSURANCE REQUIRED TO BE BORNE BY KRAFT PURSUANT TO
ARTICLE 5 AND ANY OTHER APPLICABLE PROVISION OF THIS AGREEMENT.
3.6
FACILITIES AND EQUIPMENT. KRAFT SHALL BE
RESPONSIBLE, AT ITS SOLE COST AND EXPENSE, TO PROVIDE (AND SUBSEQUENTLY REPAIR
OR REPLACE AS NECESSARY) THE HANGAR FACILITY AT THE BASE OF
7
OPERATIONS AND KEEP THE GROUND LEASE IN EFFECT SO AS TO ALLOW MANAGER TO PERFORM
ITS DUTIES UNDER THIS AGREEMENT.
KRAFT SHALL BE SOLELY RESPONSIBLE FOR ALL
CLAIMS ARISING BY VIRTUE OF THE PROVISION OR EXISTENCE OF THE ITEMS COMPRISING
THE HANGAR FACILITY HEREOF AND ALL CLAIMS ARISING OUT OF THE PROVISIONS OF THE
GROUND LEASE.
3.7
MANUAL COMPLIANCE. KRAFT AGREES TO ABIDE BY
AND ADVISE ITS PASSENGERS OF ALL APPLICABLE PROCEDURES SET FORTH IN THE MANUAL.
MANAGER SHALL DELIVER TO A REPRESENTATIVE DESIGNATED BY KRAFT A COPY OF THE
MANUAL AND ANY UPDATES.
3.8
TRAINING. KRAFT SHALL PROVIDE MANAGER WITH
REASONABLE ACCESS TO AND USE OF THE AIRCRAFT FOR THE PURPOSE OF CONDUCTING ALL
TRAINING AND TESTING THAT IS NECESSARY FOR COMPLIANCE WITH THE FARS AND THE
MANUAL (INCLUDING, WITHOUT LIMITATION, PROFICIENCY CHECKS, LINE CHECKS, AND TYPE
TRAINING AND CERTIFICATION).
ARTICLE FOUR
USE OF FACILITIES & EQUIPMENT
4.1
USE OF FACILITIES AND EQUIPMENT. KRAFT
HEREBY GRANTS MANAGER USAGE OF THE HANGAR FACILITY AS WELL AS ALL OTHER OF
KRAFT'S FACILITIES AND EQUIPMENT AT THE BASE OF OPERATIONS AND ACCESS TO THE
AIRPORT LEASED PREMISES AS MANAGER REQUIRES TO PERFORM ITS SERVICES RELATING TO
THE AIRCRAFT, THE HANGAR FACILITY AND THE AIRPORT LEASED PREMISES DURING THE
TERM IN ACCORDANCE WITH THIS AGREEMENT.
ARTICLE FIVE
INSURANCE
5.1
MANAGER PROCURED INSURANCE. DURING THE TERM
UNTIL SUCH TIME AS KRAFT IS NO LONGER MAJORITY OWNED BY ALTRIA GROUP, INC.,
MANAGER HEREBY AGREES TO ARRANGE FOR AND PROCURE, AT KRAFT'S EXPENSE, INSURANCE
COVERAGE OF THE TYPES, IN THE