SUPPLEMENTAL INDENTURE NO. 2
SUPPLEMENTAL INDENTURE NO. 2, dated as of April 13, 2020 (this Supplemental Indenture), to the Base Indenture (as defined below), by and between Mondelēz International, Inc., a Virginia corporation (the Company), and Deutsche Bank Trust Company Americas, as trustee (the Trustee).
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 6, 2015 (as amended and supplemented by the Supplemental Indenture No. 1, dated as of February 13, 2019, by the Company and the Trustee, and as further amended and supplemented from time to time through the date hereof, the Base Indenture);
WHEREAS, Section 901 of the Base Indenture provides, among other things, that the Company and the Trustee, subject to certain exceptions noted therein, may enter into an indenture or indentures supplemental to the Base Indenture for the purpose of changing or eliminating any of the provisions of the Base Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
WHEREAS, the Company is undertaking to execute and deliver this Supplemental Indenture to eliminate or modify, as applicable, certain provisions and covenants in the Base Indenture only with respect to Securities issued on or after the date hereof;
WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the parties hereto, and all other acts and requirements necessary to make this Supplemental Indenture a valid and binding supplement to the Base Indenture effectively amending the Base Indenture as set forth herein have been duly taken.
NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders, as follows:
1.01 Capitalized Terms. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.