SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 60 DAYS AFTER THE END OF EACH OF THE FIRST THREE QUARTERS OF EACH FISCAL
YEAR OF KRAFT, AN UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET OF
KRAFT AND ITS SUBSIDIARIES AS OF THE END OF SUCH QUARTER AND UNAUDITED INTERIM
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS OF KRAFT AND ITS SUBSIDIARIES FOR
THE PERIOD COMMENCING AT THE END OF THE PREVIOUS FISCAL YEAR AND ENDING WITH THE
END OF SUCH QUARTER, CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF KRAFT;
(II)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN 100 DAYS AFTER THE END OF EACH FISCAL YEAR OF KRAFT, A COPY OF THE
CONSOLIDATED FINANCIAL STATEMENTS FOR SUCH YEAR FOR KRAFT AND ITS SUBSIDIARIES,
AUDITED BY PRICEWATERHOUSECOOPERS LLP (OR OTHER INDEPENDENT AUDITORS WHICH, AS
OF THE DATE OF THIS AGREEMENT, ARE ONE OF THE "BIG FOUR" ACCOUNTING FIRMS);
(III)
ALL REPORTS WHICH KRAFT SENDS TO ANY OF ITS
SHAREHOLDERS, AND COPIES OF ALL REPORTS ON FORM 8-K (OR ANY SUCCESSOR FORMS
ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION) WHICH KRAFT FILES WITH THE
SECURITIES AND EXCHANGE COMMISSION;
(IV)
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN
FIVE DAYS AFTER THE OCCURRENCE OF EACH EVENT OF DEFAULT AND EACH EVENT WHICH,
WITH THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE AN EVENT
OF DEFAULT, CONTINUING ON THE DATE OF SUCH STATEMENT, A STATEMENT OF THE CHIEF
FINANCIAL OFFICER OR TREASURER OF KRAFT SETTING FORTH DETAILS OF SUCH EVENT OF
DEFAULT OR EVENT AND THE ACTION WHICH KRAFT HAS TAKEN AND PROPOSES TO TAKE WITH
RESPECT THERETO; AND
(V)
SUCH OTHER INFORMATION RESPECTING THE
CONDITION OR OPERATIONS, FINANCIAL OR OTHERWISE, OF KRAFT OR ANY MAJOR
SUBSIDIARY AS ANY LENDER THROUGH JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, MAY
FROM TIME TO TIME REASONABLY REQUEST.
In lieu of furnishing the Lenders the items referred to in clauses (i), (ii) and
(iii) above, Kraft may make such items available on the internet at
(which website includes an option to subscribe to a free service
alerting subscribers by e-mail of new Securities and
35
Exchange Commission filings) or any successor or replacement website thereof, or
by similar electronic means.
SECTION 5.02.
NEGATIVE COVENANTS.
SO LONG AS ANY
ADVANCE SHALL REMAIN UNPAID OR ANY LENDER SHALL HAVE ANY COMMITMENT HEREUNDER,
KRAFT WILL NOT:
(A)
LIENS, ETC.
CREATE OR SUFFER TO EXIST, OR
PERMIT ANY MAJOR SUBSIDIARY TO CREATE OR SUFFER TO EXIST, ANY LIEN, SECURITY
INTEREST OR OTHER CHARGE OR ENCUMBRANCE (OTHER THAN OPERATING LEASES AND
LICENSED INTELLECTUAL PROPERTY), OR ANY OTHER TYPE OF PREFERENTIAL ARRANGEMENT
("LIENS"), UPON OR WITH RESPECT TO ANY OF ITS PROPERTIES, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OR ASSIGN, OR PERMIT ANY MAJOR SUBSIDIARY TO ASSIGN, ANY
RIGHT TO RECEIVE INCOME, IN EACH CASE TO SECURE OR PROVIDE FOR THE PAYMENT OF
ANY DEBT OF ANY PERSON, OTHER THAN:
(I)
LIENS UPON OR IN PROPERTY ACQUIRED OR
HELD BY IT OR ANY MAJOR SUBSIDIARY IN THE ORDINARY COURSE