KRAFT WILL GIVE JPMORGAN CHASE, AS ADMINISTRATIVE AGENT,
PROMPT NOTICE OF SUCH PROCESS AGENT'S ADDRESS.
(C)
WAIVERS.
EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND
EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE NOTES IN ANY NEW YORK STATE OR FEDERAL COURT.
EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.
SECTION 9.12.
CONFIDENTIALITY.
NONE OF THE AGENTS
NOR ANY LENDER SHALL DISCLOSE ANY CONFIDENTIAL INFORMATION RELATING TO KRAFT OR
ANY BORROWER TO ANY OTHER PERSON WITHOUT THE CONSENT OF KRAFT, OTHER THAN (A) TO
SUCH AGENT'S OR SUCH LENDER'S AFFILIATES AND THEIR OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND ADVISORS AND, AS CONTEMPLATED BY SECTION 9.07(F), TO
ACTUAL OR PROSPECTIVE ASSIGNEES AND PARTICIPANTS, AND THEN, IN EACH SUCH CASE,
ONLY ON A CONFIDENTIAL BASIS; PROVIDED, HOWEVER, THAT SUCH ACTUAL OR PROSPECTIVE
ASSIGNEE OR PARTICIPANT SHALL HAVE BEEN MADE AWARE OF THIS SECTION 9.12 AND
SHALL HAVE AGREED TO BE BOUND BY ITS PROVISIONS AS IF IT WERE A PARTY TO THIS
AGREEMENT, (B) AS REQUIRED BY ANY LAW, RULE OR REGULATION OR JUDICIAL PROCESS,
AND (C) AS REQUESTED OR REQUIRED BY ANY STATE, FEDERAL OR FOREIGN AUTHORITY OR
EXAMINER REGULATING BANKS OR BANKING OR OTHER FINANCIAL INSTITUTIONS.
SECTION 9.13.
INTEGRATION.
THIS AGREEMENT AND THE
NOTES REPRESENT THE AGREEMENT OF KRAFT, THE OTHER BORROWERS, THE ADMINISTRATIVE
AGENTS AND THE LENDERS WITH RESPECT
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TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO PROMISES, UNDERTAKINGS,
REPRESENTATIONS OR WARRANTIES BY THE ADMINISTRATIVE AGENTS, KRAFT, THE OTHER
BORROWERS OR ANY LENDER RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET
FORTH OR REFERRED TO HEREIN OR IN THE NOTES OTHER THAN THE MATTERS REFERRED TO
IN SECTIONS 2.09(B) AND 9.04(A) AND EXCEPT FOR CONFIDENTIALITY AGREEMENTS
ENTERED INTO BY EACH LENDER IN CONNECTION WITH THIS AGREEMENT.
Section 9.14.
USA Patriot Act Notice.
Each
Administrative Agent and each Lender hereby notifies the Borrowers that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Patriot Act"), it is required to obtain,
verify and record information that identifies the Borrowers, which information
includes the name and address of each Borrower and other information that will
allow such Lender to identify such Borrower in accordance with the Patriot Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
KRAFT FOODS INC.
By:
/s/ JAMES P. DOLLIVE
Name: James P. Dollive
Title: Executive Vice President and Chief
Financial Officer
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
/s/ ROBERT T. SACKS
Name:
Robert T. Sacks
Title:
Managing Director
CITIBANK,