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Exhibit
4.1(a)
KRAFT FOODS
INC.
OFFICERS’
CERTIFICATE
May 22, 2008
Reference is made to
Section 301 of the Indenture dated as of October 17,
2001, between Kraft Foods Inc. (the “ Company ”)
and Deutsche Bank Trust Company Americas (as successor to The Bank
of New York and The Chase Manhattan Bank), as Trustee (the “
Indenture ”), the Terms Agreement dated May 19,
2008 (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
$1,250,000,000 aggregate principal amount of its 6.125% Notes due
2018 and $750,000,000 aggregate principal amount of its 6.875%
Notes due 2039 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 Agreement, as the case may be.
The undersigned Vice President and Corporate Secretary, in the case
of Carol J. Ward, and Executive Vice President and Chief Financial
Officer, in the case of Timothy R. McLevish, of the Company, hereby
certify that the Executive Vice President and Chief Financial
Officer has authorized the issue and sale of the Notes by the
Company, and, in connection with such issue, has determined,
approved or appointed, as the case may be, the
following:
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a) |
Title : 6.125% Notes due 2018 (the “ 2018
Notes ”) and 6.875% Notes due 2039 (the “ 2039
Notes ”), (collectively, the “ Notes
”). |
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b) |
Principal Amount : In the case of the 2018 Notes,
$1,250,000,000 and in the case of the 2039 Notes,
$750,000,000. |
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c) |
Interest : In the case of the 2018 Notes,
6.125% per annum, from May 22, 2008, payable semiannually
on February 23 and August 23, commencing
February 23, 2009, to holders of record on the preceding
February 8 or August 8, as the case may be. In the case
of the 2039 Notes, 6.875% per annum, from
May&nbs |
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