AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2007 • Kraft Foods Inc • Food and kindred products • New York
KRAFT FOODS INC. OFFICERS’ CERTIFICATEIndenture • August 14th, 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 August 8, 2007 (the “Terms Agreement”) among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the Underwriters named therein, relating to the offer and sale by the Company of $250,000,000 aggregate principal amount of its 5.625% Notes due 2010, $750,000,000 aggregate principal amount of its 6.000% Notes due 2013, $1,500,000,000 aggregate principal amount of its 6.500% Notes due 2017, $750,000,000 aggregate principal amount of its 7.000% Notes due 2037 and $250,000,000 aggregate principal amount of its Floating Rate Notes due 2010 and the Underwriting Agreement dated August 8, 2007 (the “Underwriting Agreement”) incorporated by reference into
KRAFT FOODS INC. (the “Company”) Debt Securities TERMS AGREEMENTTerms Agreement • August 14th, 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 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):
