Virginia
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52-2284372
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Under the Agreement, we and certain of our subsidiaries that we may designate may borrow advances up to the aggregate amount of the unused commitments under the revolving facility on or after October 11, 2013 and before the termination of the Agreement. Under the Agreement, we guarantee the obligations of any subsidiary borrower. We may request the amount of the revolving facility be increased by up to $500 million in the aggregate with the agreement of the lenders providing the increased commitments. Unless extended, the Agreement will terminate on October 11, 2018. The Agreement provides that prior to each of the first four anniversaries of the effective date of the agreement, we may request that the lenders extend their commitments for an additional one-year period. We also have the right, upon certain conditions, to terminate in whole or reduce ratably in part the unused portions of the respective commitments of the lenders. All committed pro rata borrowings under the revolving facility will bear interest at a variable annual rate based on LIBOR or base rate, at our election, plus an applicable margin (as determined pursuant to the Agreement). In the case of a borrowing that bears interest based on LIBOR, the rate will be determined by reference to the rating of our long-term senior unsecured debt.
The Agreement requires us to maintain a minimum shareholders' equity of not less than $24.6 billion The Agreement's definition of minimum shareholder equity excludes accumulated other comprehensive income or losses, the cumulative effects of any changes in accounting principles, and any income or losses recognized in connection with the ongoing application of any "mark-to-market" accounting adopted in respect of pension and other retirement plans. The Agreement also contains customary representations, covenants and events of default.
We expect to use the Agreement for general corporate purposes, including for working capital purposes, and to support our commercial paper issuances. Some of the lenders under the Agreement and their affiliates have various relationships with us and our subsidiaries involving the provision of financial services, including cash management, investment banking and trust services. In addition, we and certain of our subsidiaries have entered into foreign exchange and other derivatives arrangements with certain of the lenders and their affiliates.
This description of the Agreement is qualified in its entirety by reference to the complete terms and conditions of the Agreement, which we will file with our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
Mondelez International, Inc.
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Date: October 17, 2013
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By:
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/s/ Carol J. Ward
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Carol J. Ward
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Vice President and Corporate Secretary
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