KRAFT FOODS INC. (the “Company”) Debt Securities TERMS AGREEMENT
Exhibit
1.2
KRAFT FOODS INC.
(the “Company”)
(the “Company”)
Debt Securities
August 8, 2007
To: The Representatives of the Underwriters identified herein
Dear Sirs:
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 August 8, 2007, which is incorporated by reference in the Company’s
registration statement on Form S-3 (No. 333-113620), 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):
OFFERED SECURITIES
Title:
5.625% Notes due 2010 (the “2010 Notes”).
6.000% Notes due 2013 (the “2013 Notes”).
6.500% Notes due 2017 (the “2017 Notes”).
7.000% Notes due 2037 (the “2037 Notes”).
Floating Rate Notes due 2010 (the “Floating Rate Notes” and collectively with the 2010
Notes, the 2013 Notes, the 2017 Notes and the 2037 Notes, the “Notes”).
Aggregate Principal Amount:
In the case of the 2010 Notes, $250,000,000.
In the case of the 2013 Notes, $750,000,000.
In the case of the 2017 Notes, $1,500,000,000.
In the case of the 2037 Notes, $750,000,000.
In the case of the Floating Rate Notes, $250,000,000.
Interest:
In the case of the 2010 Notes, 5.625% per annum, from August 13, 2007, payable semiannually
in arrears on February 11 and August 11, commencing February 11, 2008, to holders of record
on the preceding January 27 or July 27, as the case may be.
In the case of the 2013 Notes, 6.000% per annum, from August 13, 2007, payable semiannually
in arrears on February 11 and August 11, commencing February 11, 2008, to holders of record
on the preceding January 27 or July 27, as the case may be.
In the case of the 2017 Notes, 6.500% per annum, from August 13, 2007, payable semiannually
in arrears on February 11 and August 11, commencing February 11, 2008, to holders of record
on the preceding January 27 or July 27, as the case may be.
In the case of the 2037 Notes, 7.000% per annum, from August 13, 2007, payable semiannually
in arrears on February 11 and August 11, commencing February 11, 2008, to holders of record
on the preceding January 27 or July 27, as the case may be.
Interest on the 2010 Notes, the 2013 Notes, the 2017 Notes and the 2037 Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
Interest on the Floating Rate Notes is payable quarterly on February 11, May 11, August 11
and November 11 of each year, commencing on November 13, 2007. The Floating Rate Notes will
bear at a rate per annum of LIBOR (as determined in the Company’s Prospectus Supplement
relating to the Notes dated August 8, 2007 (the “Prospectus Supplement”)) plus 50 basis
points and will be reset quarterly on February 11, May 11, August 11 and November 11.
Interest on the Floating Rate Notes will be computed and paid on the basis of a 360-day
year and the actual number of days in each interest payment period.
Maturity:
In the case of the 2010 Notes, August 11, 2010.
In the case of the 2013 Notes, February 11, 2013.
In the case of the 2017 Notes, August 11, 2017.
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In the case of the 2037 Notes, August 11, 2037.
In the case of the Floating Rate Notes, August 11, 2010.
Currency of Denomination:
United States Dollars ($).
Currency of Payment:
United States Dollars ($).
Indenture:
The Notes will be issued under the Indenture dated as of October 17, 2001 between the
Company and The Bank of New York (as successor trustee to The Chase Manhattan Bank), as
trustee.
Form and Denomination:
Book-entry form only represented by one or more global securities deposited with The
Depository Trust Company, including its participants Clearstream or Euroclear, or their
respective designated custodian, in denominations of $2,000 and $1,000 integral multiples
thereof.
Change of Control:
Upon the occurrence of both (i) a change of control of the Company and (ii) a downgrade of
the Notes below an investment grade rating by each of Xxxxx’x Investors Service, Inc.,
Standard & Poor’s Ratings Services and Fitch Ratings within a specified period, the
Company will be required to make an offer to purchase the Notes of each series at a price
equal to 101% of the aggregate principal amount of such series, plus accrued and unpaid
interest to the date of repurchase as and to the extent set forth in the Prospectus
Supplement under the caption “Description of Notes—Change of Control”.
Redemption for Tax Reasons:
The Company may redeem all, but not part, of the Notes of each series upon the occurrence
of specified tax events described under the caption “Description of Notes— Redemption for
Tax Reasons” in the Prospectus Supplement.
Conversion Provisions:
None.
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Sinking Fund:
None.
Listing:
None.
Delayed Delivery Contracts:
None.
Payment of Additional Amounts:
In addition, the Company shall pay Additional Amounts to holders as and to the extent set
forth under the caption “Description of Notes—Payment of Additional Amounts” in the
Prospectus Supplement.
Purchase Price:
In the case of the 2010 Notes, 99.530% of the principal amount of the 2010 Notes, plus
accrued interest, if any, from August 13, 2007.
In the case of the 2013 Notes, 99.351% of the principal amount of the 2013 Notes, plus
accrued interest, if any, from August 13, 2007.
In the case of the 2017 Notes, 98.964% of the principal amount of the 2017 Notes, plus
accrued interest, if any, from August 13, 2007.
In the case of the 2037 Notes, 97.915% of the principal amount of the 2037 Notes, plus
accrued interest, if any, from August 13, 2007.
In the case of the Floating Rate Notes, 99.750% of the principal amount of the Floating
Rate Notes, plus accrued interest, if any, from August 13, 2007.
Expected Reoffering Price:
In the case of the 2010 Notes, 99.780% of the principal amount of the 2010 Notes plus
accrued interest, if any, from August 13, 2007.
In the case of the 2013 Notes, 99.701% of the principal amount of the 2013 Notes plus
accrued interest, if any, from August 13, 2007.
In the case of the 2017 Notes, 99.414% of the principal amount of the 2017 Notes plus
accrued interest, if any, from August 13, 2007.
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In the case of the 2037 Notes, 98.790% of the principal amount of the 2037 Notes plus
accrued interest, if any, from August 13, 2007.
In the case of the Floating Rate Notes, 100% of the principal amount of the Floating Rate
Notes.
Additional Agreements of the Company:
Not applicable.
OTHER MATTERS
Closing:
9:00 A.M., local time, on August 13, 2007, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx
LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in Federal (same day) funds.
Settlement and Trading:
Book-Entry Only via DTC, Clearstream or Euroclear.
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Names and Addresses of the Representatives:
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
The respective principal amounts of the Offered Securities to be severally purchased by each
of the Underwriters are set forth opposite their names in Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated herein by reference, except
that, notwithstanding anything in
Section 4(h) of the Underwriting Agreement to the contrary, the Underwriters shall pay all expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as the Representatives reasonably designate.
Section 4(h) of the Underwriting Agreement to the contrary, the Underwriters shall pay all expenses (including reasonable fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale and any determination of their eligibility for investment under the laws of such jurisdictions as the Representatives reasonably designate.
The Offered Securities will be made available for checking at the office of Xxxxxxx Xxxxxxx &
Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the
Closing Date.
For purposes of Section 6 of the Underwriting Agreement, the only information furnished to the
Company by the Underwriters for use in the Prospectus consists of the following information in the
Prospectus: the concession and reallowance figures appearing in the third paragraph under the
caption “Underwriting” in the prospectus supplement and the information contained in the fifth and
sixth paragraphs under the caption “Underwriting” in the prospectus supplement.
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If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to the Company one of the counterparts hereof, whereupon it will become a binding agreement
between the Company and the several Underwriters in accordance with its terms.
| Very truly yours, | ||||
| KRAFT FOODS INC. | ||||
| By /s/ Xxxx Xxxxxx | ||||
| Name: Xxxx Xxxxxx | ||||
| Title: Senior Vice President, Treasurer |
[Terms Agreement signature page]
| CITIGROUP GLOBAL MARKETS INC. | ||||
By
|
/s/ Xxxxx Xxxxxxxxx | |||
Name:
|
Xxxxx Xxxxxxxxx | |||
Title:
|
Director | |||
| DEUTSCHE BANK SECURITIES INC. | ||||
By |
/s/ Nigel X. X. Xxxx | |||
Name: |
Nigel X. X. Xxxx | |||
Title: |
Managing Director/Debt Syndicate Deutsche Bank Securities Inc. |
|||
By |
/s/ Xxxxx Xxxxxxxx | |||
Name: |
Xxxxx Xxxxxxxx | |||
Title: |
Director | |||
| XXXXXXX, XXXXX & CO. | ||||
By |
/s/ Xxxxxxx Sachs | |||
| (Xxxxxxx, Xxxxx & Co.) | ||||
| X.X. XXXXXX SECURITIES INC. | ||||
By |
/s/ Xxxxxxx X. Xxxxxxx | |||
Name: |
Xxxxxxx X. Xxxxxxx | |||
Title: |
Vice President | |||
Acting on behalf of themselves and as the
Representatives of the several Underwriters.
Representatives of the several Underwriters.
SCHEDULE A
| $250,000,000 | $750,000,000 | $1,500,000,000 | $750,000,000 | $250,000,000 | ||||||||||||||||
| Principal | Principal | Principal | Principal | Principal | ||||||||||||||||
| Amount of | Amount of | Amount of | Amount of | Amount of | ||||||||||||||||
| 5.625% Notes | 6.000% Notes | 6.500% Notes | 7.000% Notes | Floating Rate | ||||||||||||||||
| Underwriter | due 2010 | due 2013 | due 2017 | due 2037 | Notes | |||||||||||||||
Citigroup Global Markets Inc. |
$ | 42,500,000 | $ | 127,500,000 | $ | 255,000,000 | $ | 127,500,000 | $ | 42,500,000 | ||||||||||
Deutsche Bank Securities Inc. |
$ | 42,500,000 | $ | 127,500,000 | $ | 255,000,000 | $ | 127,500,000 | $ | 42,500,000 | ||||||||||
Xxxxxxx, Xxxxx & Co. |
$ | 42,500,000 | $ | 127,500,000 | $ | 255,000,000 | $ | 127,500,000 | $ | 42,500,000 | ||||||||||
X.X. Xxxxxx Securities Inc. |
$ | 42,500,000 | $ | 127,500,000 | $ | 255,000,000 | $ | 127,500,000 | $ | 42,500,000 | ||||||||||
ABN AMRO Incorporated |
$ | 12,500,000 | $ | 37,500,000 | $ | 75,000,000 | $ | 37,500,000 | $ | 12,500,000 | ||||||||||
BNP Paribas Securities Corp. |
$ | 12,500,000 | $ | 37,500,000 | $ | 75,000,000 | $ | 37,500,000 | $ | 12,500,000 | ||||||||||
Dresdner Kleinwort Securities LLC |
$ | 12,500,000 | $ | 37,500,000 | $ | 75,000,000 | $ | 37,500,000 | $ | 12,500,000 | ||||||||||
Xxxxxx Brothers Inc. |
$ | 12,500,000 | $ | 37,500,000 | $ | 75,000,000 | $ | 37,500,000 | $ | 12,500,000 | ||||||||||
Santander Investment Securities Inc. |
$ | 12,500,000 | $ | 37,500,000 | $ | 75,000,000 | $ | 37,500,000 | $ | 12,500,000 | ||||||||||
Wachovia Capital Markets, LLC |
$ | 12,500,000 | $ | 37,500,000 | $ | 75,000,000 | $ | 37,500,000 | $ | 12,500,000 | ||||||||||
Loop Capital Markets, LLC |
$ | 1,666,667 | $ | 5,000,000 | $ | 10,000,000 | $ | 5,000,000 | $ | 1,666,667 | ||||||||||
Xxxxxx X. Xxxxxxx &
Company, Inc. |
$ | 1,666,667 | $ | 5,000,000 | $ | 10,000,000 | $ | 5,000,000 | $ | 1,666,667 | ||||||||||
The Xxxxxxxx Capital Group, L.P. |
$ | 1,666,666 | $ | 5,000,000 | $ | 10,000,000 | $ | 5,000,000 | $ | 1,666,666 | ||||||||||
Total |
$ | 250,000,000 | $ | 750,000,000 | $ | 1,500,000,000 | $ | 750,000,000 | $ | 250,000,000 | ||||||||||
