KRAFT FOODS INC. OFFICERS’ CERTIFICATETerms Agreement • December 12th, 2007 • Kraft Foods Inc • Food and kindred products
Reference is made to Section 301 of the Indenture dated as of October 17, 2001, between Kraft Foods Inc. (the “Company”) and The Bank of New York (as successor to The Chase Manhattan Bank), as Trustee (the “Indenture”), the Terms Agreement dated December 5, 2007 (the “Terms Agreement”) among the Company and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the Underwriters named therein, relating to the offer and sale by the Company of $2,000,000,000 aggregate principal amount of its 6.125% Notes due 2018 and $1,000,000,000 aggregate principal amount of its 6.875% Notes due 2038 and the Underwriting Agreement dated December 5, 2007 (the “Underwriting Agreement”) incorporated by reference into the Terms Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings given such terms in the Indenture, the Underwriting Agreement or the Terms A
AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2007 • Kraft Foods Inc • Food and kindred products • New York
KRAFT FOODS INC. (the “Company”) Debt Securities TERMS AGREEMENTTerms Agreement • December 12th, 2007 • Kraft Foods Inc • Food and kindred products
The undersigned agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Amended and Restated Underwriting Agreement dated December 5, 2007, which is incorporated by reference in the Company’s registration statement on Form S-3 (No. 333-147829), relating to debt securities (the “Underwriting Agreement”), the following securities (the “Offered Securities”) on the following terms (unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined):
