Exhibit 10.1

KRAFT FOODS INC.

Three Lakes Drive

Northfield, Illinois 60093

September 29, 2009

JPMorgan Chase Bank, N.A., as Agent for

            the Lenders party to the Credit Agreement (as defined below)

c/o JPMorgan Chase Bank, N.A.

Attention: Tony Yung

Facsimile Number: (xxx) xxx-xxxx

with a copy to:

JPMorgan Chase Bank, N.A.

Loan and Agency

1111 Fannin Street, 10^th Floor

Houston, TX 77002

Attention: Tokunbo Tayo

                Lizet Lopez

Facsimile number (xxx) xxx-xxxx

CONSENT AND WAIVER

Ladies and Gentlemen:

Reference is made to that certain $4.5 billion 5-Year Revolving Credit Agreement dated as of April 15, 2005 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) by and among Kraft Foods Inc., a Virginia corporation (the “Borrower”), the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A. (“JPM”) and Citibank, N.A., as Administrative Agents (together, the “Administrative Agents”), Credit Suisse First Boston, Cayman Islands Branch and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Securities LLC, as Arrangers and Documentation Agents. Capitalized terms used but not defined in this Consent and Waiver shall have the meanings given to the terms in the Credit Agreement.

The Borrower hereby notifies JPM, both individually and on behalf of the Lenders, of its desire to terminate in full the Commitment of Lehman Commercial Paper, Inc. (“Lehman”) (the “Lehman Commitment”), but without a ratable termination or reduction of the Commitments of the other Lenders (the “Lehman Termination”). JPM and the Required Lenders hereby (i) consent to the Lehman Termination and (ii) waive any Default or Event of Default arising under Section 6.01(c)(iii) of the Credit Agreement as a result of the Lehman Termination and any other provision of the Credit Agreement that may be read to conflict with the Lehman Termination, in each case solely in relation to the Lehman Commitment, including, without limitation, compliance with Section 2.10(a) (Optional Termination or Reduction of the Commitments).

In accordance with Section 9.01 of the Credit Agreement, the effectiveness of this Consent and Waiver is subject to the condition precedent that JPM shall have received either (i) duly executed counterpart signature pages to this Consent and Waiver from the Borrower, Lehman and the Required Lenders or (ii) written evidence satisfactory to JPM (which may include a telecopy transmission of an executed signature page to this Consent and Waiver) that such parties have signed counterparts of this Consent and Waiver.

Upon the effectiveness of this Consent and Waiver, on and after the date hereof, each reference in the Credit Agreement (including any reference therein to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring thereto) or in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to the Credit Agreement as modified hereby. Except as specifically modified above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. Except as expressly set forth herein, the execution, delivery and effectiveness of this Consent and Waiver shall not operate as a waiver of any right, power or remedy of the Administrative Agents or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other document, instrument or agreement executed and/or delivered in connection therewith.

This Consent and Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. This Consent and Waiver may be executed in any number of counterparts, all of which when taken together shall constitute one and the same instrument and any parties hereto may execute this Consent and Waiver by signing such counterpart.

[Signatures follow]

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