Kraft 2009 Annual Report Download - page 119

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(d) Section 2.10(a) is amended by deleting the phrase “upon at least five Business Days’ notice to the Administrative Agent” appearing in such section and
replacing it with “upon at least two Business Days’ notice to the Administrative Agent not later than 9:30 a.m. (New York City time) on the second business day
prior to the date of the proposed prepayment.”
Section 2. Representations and Warranties. Kraft hereby represents and warrants to the Paying Agent and the Lenders as of the date hereof that:
(a) The execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate action by Kraft and do not
contravene (i) the charter or by-laws of Kraft or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any
contractual restriction binding on or affecting Kraft; and
(b) After giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement are true and correct in all material respects
on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date.
Section 3. Conditions to Effectiveness. This Amendment shall become effective on the date on which each of the following conditions is satisfied or
waived:
(a) The Paying Agent shall have executed this Amendment and the Paying Agent (or their counsel) shall have received an executed counterpart of this
Amendment from Kraft and the Required Lenders; and
(b) The Paying Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of Kraft, dated the date hereof,
stating that: (i) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the date hereof, and (ii) no event has
occurred and is continuing on and as of the date hereof that constitutes a Default or Event of Default.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.
Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or email shall be effective as delivery of a manually
executed counterpart hereof.
Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINES.
Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠