Credit Agreement, dated as of October 25, 2011



 Exhibit 10.1 
 CREDIT AGREEMENT 
 relating to a 

US$3,500,000,000 REVOLVING CREDIT FACILITY 
 (including a US$800,000,000 swingline option) 
 Dated as of 25 October
2011 
 among 
 PHILIP MORRIS INTERNATIONAL INC. 
 and 

THE INITIAL LENDERS NAMED HEREIN 
 and 
 CITIBANK INTERNATIONAL PLC 

as Facility Agent 
 and 
 CITIBANK, N.A. 

as Swingline Agent 
 and 
 CITIGROUP GLOBAL MARKETS LIMITED 

BARCLAYS CAPITAL 
 BNP PARIBAS 
 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH 

DEUTSCHE BANK SECURITIES INC. 
 GOLDMAN SACHS INTERNATIONAL 
 HSBC BANK PLC 

J.P. MORGAN LIMITED 
 RBS SECURITIES INC. 
 SOCIÉTÉ GÉNÉRALE

 as Mandated Lead Arrangers and Bookrunners 
 HUNTON & WILLIAMS LLP 
 New York 







 Table of Contents 

 

							
	 	  	 	 	Page	 
			
	 1.
	  	 DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	  
			
	 1.1.
	  	 Certain Defined Terms
	 	 	1	  
	 1.2.
	  	 Computation of Time Periods
	 	 	11	  
	 1.3.
	  	 Accounting Terms
	 	 	11	  
			
	 2.
	  	 AMOUNTS AND TERMS OF THE ADVANCES
	 	 	12	  
			
	 2.1.
	  	 The Revolving Credit Advances
	 	 	12	  
	 2.2
	  	 Type of Revolving Credit Advances
	 	 	12	  
	 2.3.
	  	 Making the Revolving Credit Advances
	 	 	12	  
	 2.4.
	  	 Repayment of Revolving Credit Advances
	 	 	14	  
	 2.5.
	  	 Interest on Revolving Credit Advances
	 	 	14	  
	 2.6.
	  	 Absence of Interest Period for Revolving Credit Advances
	 	 	14	  
	 2.7.
	  	 Interest Rate Determination for Revolving Credit Advances
	 	 	14	  
	 2.8.
	  	 The Swingline Advances
	 	 	15	  
	 2.9.
	  	 Making the Swingline Advances
	 	 	16	  
	 2.10.
	  	 Repayment of Swingline Advances
	 	 	18	  
	 2.11.
	  	 Interest on Swingline Advances
	 	 	18	  
	 2.12.
	  	 Fees
	 	 	18	  
	 2.13.
	  	 Optional Termination or Reduction of the Commitments
	 	 	19	  
	 2.14.
	  	 Prepayments of Advances
	 	 	19	  
	 2.15.
	  	 Increased Costs
	 	 	20	  
	 2.16.
	  	 Illegality
	 	 	21	  
	 2.17.
	  	 Payments and Computations
	 	 	21	  
	 2.18.
	  	 Taxes
	 	 	23	  
	 2.19.
	  	 Sharing of Payments, Etc.
	 	 	26	  
	 2.20.
	  	 Evidence of Debt
	 	 	26	  
	 2.21.
	  	 Defaulting Lenders
	 	 	27	  
	 2.22.
	  	 Use of Proceeds
	 	 	28	  


  
 i 









 Table of Contents 

(continued) 
  


							
	 3.
	  	 CONDITIONS TO EFFECTIVENESS AND LENDING
	 	 	28	  
			
	 3.1.
	  	 Conditions Precedent to Effectiveness
	 	 	28	  
	 3.2.
	  	 Initial Advance to Each Designated Subsidiary
	 	 	30	  
	 3.3.
	  	 Conditions Precedent to Each Borrowing
	 	 	30	  
			
	 4.
	  	 REPRESENTATIONS AND WARRANTIES
	 	 	31	  
			
	 4.1.
	  	 Representations and Warranties of PMI
	 	 	31	  
			
	 5.
	  	 COVENANTS OF PMI
	 	 	33	  
			
	 5.1.
	  	 Affirmative Covenants
	 	 	33	  
	 5.2.
	  	 Negative Covenants
	 	 	34	  
			
	 6.
	  	 EVENTS OF DEFAULT
	 	 	35	  
			
	 6.1.
	  	 Events of Default
	 	 	35	  
	 6.2.
	  	 Lenders’ Rights upon Event of Default
	 	 	37	  
			
	 7.
	  	 THE AGENTS
	 	 	37	  
			
	 7.1.
	  	 Authorization and Action
	 	 	37	  
	 7.2.
	  	 Agents’ Reliance, Etc.
	 	 	38	  
	 7.3.
	  	 CIP and Affiliates
	 	 	39	  
	 7.4.
	  	 Lender Credit Decision
	 	 	39	  
	 7.5.
	  	 Indemnification
	 	 	39	  
	 7.6.
	  	 Successor Agents
	 	 	40	  
	 7.7.
	  	 Mandated Lead Arrangers and Bookrunners
	 	 	40	  
			
	 8.
	  	 GUARANTY
	 	 	40	  
			
	 8.1.
	  	 Guaranty
	 	 	40	  
	 8.2.
	  	 Guaranty Absolute
	 	 	41	  
	 8.3.
	  	 Waivers
	 	 	41	  
	 8.4.
	  	 Continuing Guaranty
	 	 	42	  


  
 ii 










 Table of Contents 

(continued) 
  


									
	 9.
	 		  	 MISCELLANEOUS
	  	 	42	  
	 9.1.
	 		  	 Amendments, Etc.
	  	 	42	  
	 9.2.
	 		  	 Notices, Etc.
	  	 	42	  
	 9.3.
	 		  	 No Waiver; Remedies
	  	 	44	  
	 9.4.
	 		  	 Costs and Expenses
	  	 	44	  
	 9.5.
	 		  	 Right of Set-Off
	  	 	45	  
	 9.6.
	 		  	 Binding Effect
	  	 	46	  
	 9.7.
	 		  	 Assignments and Participations
	  	 	46	  
	 9.8.
	 		  	 Designated Subsidiaries
	  	 	49	  
	 9.9.
	 		  	 Governing Law
	  	 	49	  
	 9.10.
	 		  	 Execution in Counterparts
	  	 	49	  
	 9.11.
	 		  	 Jurisdiction, Etc.
	  	 	50	  
	 9.12.
	 		  	 Confidentiality
	  	 	51	  
	 9.13.
	 		  	 Integration
	  	 	51	  
	 9.14.
	 		  	 USA Patriot Act Notice, Etc.
	  	 	52	  
	 9.15.
	 		  	 Judgment
	  	 	52	  
				
	 SCHEDULE
	 		  		  			
				
	 Schedule 1
	 	-  	  	 List of Applicable Lending Offices
	  			
	 Schedule 2
	 	-  	  	 Certain Subsidiary Information
	  			
	 Schedule 3
	 	-  	  	 Calculation of Mandatory Cost
	  			
	 Schedule 4
	 	-  	  	 Revolving Credit Commitments
	  			
	 Schedule 5
	 	-  	  	 Swingline Commitments
	  			
				
	 EXHIBITS
	 		  		  			
				
	 Exhibit A
	 	-  	  	 Form of Revolving Credit Note
	  			
	 Exhibit B-1
	 	-  	  	 Form of Notice of Revolving Credit Borrowing
	  			
	 Exhibit B-2
	 	-  	  	 Form of Notice of Swingline Borrowing
	  			
	 Exhibit C
	 	-  	  	 Form of Assignment and Acceptance
	  			
	 Exhibit D
	 	-  	  	 Form of Designation Agreement
	  			
	 Exhibit E-1
	 	-  	  	 Form of Opinion of Counsel for PMI
	  			
	 Exhibit E-2
	 	-  	  	 Form of Opinion of Counsel for PMI
	  			


  
 iii










 Table of Contents 

(continued) 
  


					
	 Exhibit F
	  	-  	  	 Form of Opinion of Counsel for Designated Subsidiary

	 Exhibit G
	  	-  	  	 Form of Opinion of Counsel for Facility Agent

	 Exhibit H
	  	-  	  	 Form of Confidentiality Agreement



  
 iv 









 THIS AGREEMENT was made on 25 October 2011 

AMONG 
  

	 	(1)	PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (“PMI”); 


 

	 	(2)	THE FINANCIAL INSTITUTIONS AND OTHER INSTITUTIONAL LENDERS (the “Initial Lenders”) listed on the signature pages hereof;


  

	 	(3)	CITIBANK INTERNATIONAL PLC (“CIP”), as facility agent (the “Facility Agent”); 


 

	 	(4)	CITIBANK, N.A. (“Citibank”), as swingline agent (the “Swingline Agent”); and 


 

	 	(5)	CITIGROUP GLOBAL MARKETS LIMITED, BARCLAYS CAPITAL (THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC), BNP PARIBAS, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS INTERNATIONAL, HSBC BANK PLC, J.P. MORGAN LIMITED, RBS SECURITIES INC. and SOCIÉTÉ GÉNÉRALE as mandated lead arrangers and bookrunners (each, in such capacity, a
“Mandated Lead Arranger and Bookrunner”) for the Lenders (as hereinafter defined). 

 IT IS AGREED as
follows: 
  

	1.	DEFINITIONS AND ACCOUNTING TERMS 

  

	1.1.	Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined): 

 “Advance” means a Revolving
Credit Advance or a Swingline Advance. 
 “Agents” means the Facility Agent and the Swingline
Agent. 
 “Applicable Interest Rate Margin” means, for any Interest Period, a percentage per
annum equal to 0.20%. 
 “Applicable Lending Office” means, with respect to each Lender, such
Lender’s lending office set forth on Schedule 1 hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to PMI and the Facility Agent.

 “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and
an Eligible Assignee, and accepted by the Facility Agent, in substantially the form of Exhibit C hereto. 

“Board” means the Board of Governors of the Federal Reserve System of the United States (or any
successor). 







 “Borrowers” means, collectively, PMI and each Designated
Subsidiary that shall become a party to this Agreement pursuant to Section 9.8. 

“Borrowing” means a Revolving Credit Borrowing or a Swingline Borrowing. 

“Business Day” means a day on which banks are open for business in London and the Trans-European
Automated Real-time Gross settlement Express Transfer System (TARGET) is operating and, if the applicable Business Day relates to any LIBOR Advances or Swingline Advances, on which banks are not required or authorized by law to close in New York
City. 
 “CIP” has the meaning specified in the preamble. 

“Citibank” has the meaning specified in the preamble. 

“Commitments” means the Revolving Credit Commitments and the Swingline Commitments. 

“Consolidated EBITDA” means, for any accounting period, the consolidated net earnings (or loss) of PMI
and its Subsidiaries plus, without duplication and to the extent included as a separate item on PMI’s consolidated statements of earnings or consolidated statements of cash flows in the case of clauses (a) through (e) for such period,
the sum of (a) provision for income taxes, (b) interest and other debt expense, net, (c) depreciation expense, (d) amortization of intangibles, (e) any extraordinary, unusual or non-recurring expenses or losses or any
similar expense or loss subtracted from “Gross profit” in the calculation of “Operating income” and (f) the portion of loss included on PMI’s consolidated statements of earnings of any Person (other than a Subsidiary of
PMI) in which PMI or any of its Subsidiaries has an ownership interest and any cash that is actually received by PMI or such Subsidiary from such Person in the form of dividends or similar distributions, and minus, without duplication, the
sum of (x) to the extent included as a separate item on PMI’s consolidated statements of earnings for such period, any extraordinary, unusual or non-recurring income or gains or any similar income or gain added to “Gross profit”
in the calculation of “Operating income,” and (y) the portion of income included on PMI’s consolidated statements of earnings of any Person (other than a Subsidiary of PMI) in which PMI or any of its Subsidiaries has an ownership
interest, except to the extent that any cash is actually received by PMI or such Subsidiary from such Person in the form of dividends or similar distributions, all as determined on a consolidated basis in accordance with accounting principles
generally accepted in the United States for such period, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of PMI and its Subsidiaries as at and for
the year ended 31 December 2010, then such new accounting principle shall not be used in the determination of Consolidated EBITDA. A material change in an accounting principle is one that, in the year of its adoption, changes Consolidated
EBITDA for any quarter in such year by more than 10%. 

  
 2 








 “Consolidated Interest Expense” means, for any accounting
period, total interest expense of PMI and its Subsidiaries with respect to all outstanding Debt of PMI and its Subsidiaries during such period, all as determined on a consolidated basis for such period and in accordance with accounting principles
generally accepted in the United States for such period, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of PMI and its Subsidiaries as at and for
the year ended 31 December 2010, then such new accounting principle shall not be used in the determination of Consolidated Interest Expense. A material change in an accounting principle is one that, in the year of its adoption, changes
Consolidated Interest Expense for any quarter in such year by more than 10%. 
 “Consolidated Tangible
Assets” means the total assets appearing on a consolidated balance sheet of PMI and its Subsidiaries, less goodwill and other intangible assets and the noncontrolling interests of other Persons in such Subsidiaries, all as determined in
accordance with accounting principles generally accepted in the United States, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of PMI and its
Subsidiaries as at and for the year ended 31 December 2010, then such new accounting principle shall not be used in the determination of Consolidated Tangible Assets. A material change in an accounting principle is one that, in the year of its
adoption, changes Consolidated Tangible Assets at any quarter in such year by more than 10%. 

“Debt” means, without duplication, (a) indebtedness for borrowed money or for the deferred purchase
price of property or services, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) obligations as lessee under leases that, in accordance with accounting principles generally accepted in the United States, are
recorded as capital leases, (c) obligations as an account party or applicant under letters of credit (other than trade letters of credit incurred in the ordinary course of business) to the extent such letters of credit are drawn and not
reimbursed within five Business Days of such drawing, (d) the aggregate principal (or equivalent) amount of financing raised through outstanding securitization financings of accounts receivable, and (e) obligations under direct or indirect
guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss (including by way of (i) granting a security interest or other Lien on property or
(ii) having a reimbursement obligation under or in respect of a letter of credit or similar arrangement (to the extent such letter of credit is not collateralized by assets (other than Operating Assets) having a fair value equal to the amount
of such reimbursement obligation), in either case in respect of, indebtedness or obligations of any other Person of the kinds referred to in clause (a), (b), (c) or (d) above). For the avoidance of doubt, the following shall not constitute
“Debt” for purposes of this Agreement: (A) any obligation that is fully non-recourse to PMI or any of its Subsidiaries, (B) intercompany debt of PMI or any of its Subsidiaries, (C) any appeal bond or other arrangement to
secure a stay of execution on a judgment or order, provided that any such appeal bond or other arrangement issued by a third party in connection with such arrangement shall constitute Debt to the extent PMI or any of its Subsidiaries has a
reimbursement obligation to such third party that is not collateralized by assets (other than Operating Assets) having a fair 

  
 3 








 
value equal to the amount of such reimbursement obligation, (D) unpaid judgments, or (E) defeased indebtedness. 

“Default” means any event specified in Section 6.1 that would constitute an Event of Default but for
the requirement that notice be given or time elapse or both. 
 “Defaulting Lender” means any
Lender that has (a) failed to fund any portion of its Advances within one Business Day of the date required to be funded by it hereunder, (b) notified the Borrowers, the Facility Agent or any Lender in writing, or otherwise indicated
through a public statement, that it does not intend to comply with its funding obligations generally under agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Facility Agent, to confirm
that it will comply with the terms of this Agreement relating to its obligations to fund prospective Advances, (d) otherwise failed to pay over to the Facility Agent or any other Lender any other amount required to be paid by it hereunder
within three Business Days of the date when due, unless the subject of a good faith dispute, or (e)(i) become insolvent or has a parent company that has become insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or
has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has
become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment. No Lender shall be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or a parent company thereof by a Governmental Authority or an instrumentality thereof.

 “Designated Subsidiary” means any wholly-owned Subsidiary of PMI designated for borrowing
privileges under this Agreement pursuant to Section 9.8. 
 “Designation Agreement” means,
with respect to any Designated Subsidiary, an agreement in the form of Exhibit D hereto signed by such Designated Subsidiary and PMI. 
 “Dollars” and the “$” sign each means lawful currency of the United States of America. 

“Effective Date” has the meaning specified in Section 3.1. 

“Eligible Assignee” means (i) a Qualifying Bank organized under the laws of the United States, or
any State thereof, and having total assets in excess of $10,000,000,000; (ii) a Qualifying Bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (or any successor)
(“OECD”), or a political subdivision of any such country, and having total assets in excess of $10,000,000,000, provided that such Qualifying Bank is acting through a branch or agency located in the country in which it is organized
or another country which is also a member of the OECD or the Cayman Islands; (iii) the central bank of any 

  
 4 








 
country which is a member of the OECD; (iv) any Lender; and (v) any other bank or other financial institution approved in writing by PMI, which approval shall be notified to the
Facility Agent; provided, however, that in the case of clauses (i) through (iv), the applicable assignee shall not have a credit rating of lower than A by Standard & Poor’s or A2 by Moody’s. 

“Equivalent” (i) in Dollars of Euro on any date, means the quoted spot rate at which the Facility
Agent’s principal office in London offers to exchange Dollars for Euro in London as of 11:00 A.M. (London time) on such date and (ii) in Euro of Dollars on any date, means the quoted spot rate at which the Facility Agent’s principal
office in London offers to exchange Euro for Dollars in London as of 11:00 A.M. (London time) on such date. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the
regulations promulgated and rulings issued thereunder. 
 “ERISA Affiliate” means any Person
that for purposes of Title IV of ERISA is a member of any Borrower’s controlled group, or under common control with any Borrower, within the meaning of Section 414 of the Internal Revenue Code. 

“ERISA Event” means (a) (i) the occurrence with respect to a Plan of a reportable event, within
the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the Pension Benefit Guaranty Corporation (or any successor) (“PBGC”), or (ii) the requirements of
subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in
paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan;
(c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of
ERISA); (d) the cessation of operations at a facility of any Borrower or any of its ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Borrower or any of its ERISA Affiliates from a
Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the creation of a lien upon
property or rights to property of any Borrower or any of its ERISA Affiliates for failure to make a required payment to a Plan are satisfied; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant
to Section 307 of ERISA; or (h) the termination of a Plan by the PBGC pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination
of, or the appointment of a trustee to administer, a Plan. 
 “EURIBOR” means an interest rate
per annum equal to either: 

  
 5 








 (a) the offered rate per annum at which deposits in Euro appear on Reuters
Page EURIBOR01 (or any successor page) as of 11:00 A.M. (Brussels time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period, as determined by the European Banking Federation, or 

(b) if EURIBOR does not appear on Reuters Page EURIBOR01 (or any successor page), then EURIBOR will be determined by
taking the arithmetic mean (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such arithmetic mean is not such a multiple) of the rates per annum at which deposits in Euro are offered by the principal office of each of
the Reference Banks to prime banks in the European interbank market at 11:00 A.M. (Brussels time) two Business Days before the first day of such Interest Period for an amount substantially equal to the amount that would be the Reference Banks’
respective ratable shares of such Borrowing outstanding during such Interest Period and for a period equal to such Interest Period, as determined by the Facility Agent, and, if any such rate is below zero, EURIBOR will be deemed to be zero,
subject, however, to the provisions of Section 2.7. 
 “EURIBOR Advance”
means a Revolving Credit Advance denominated in Euro that bears interest as provided in Section 2.5(a). 

“Euro” and the “€” sign each mean the single currency of the Participating Member
States. 
 “Event of Default” has the meaning specified in Section 6.1. 

“Existing Credit Agreement” means the credit agreement relating to a US$2,692,500,000 revolving credit
facility (including a US$900,000,000 swingline option), dated as of 4 December 2007 among PMI and the agents and the lenders party thereto. 
 “Facility” means the Revolving Credit Facility or the Swingline Facility. 
 “Facility Agent” has the meaning specified in the preamble. 
 “Facility Agent’s Account” means (a) for transactions in Euro, the account of CIP Account Citibank Int’l Plc, London (SWIFT CITTGB2LELA, IBAN No. GB58CITI18500800944823,
Account No. 944823, Attn: Loans Agency, Ref: Philip Morris Intl), maintained by Citibank, N.A., at its office in London, England, (b) for transactions in Dollars, an account of CIP or Citibank, as is designated in writing from time to time
by CIP or Citibank, to PMI and the Lenders for such purpose or (c) such other account of CIP, as is designated in writing from time to time by CIP, to PMI and the Lenders for such purpose. 

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement,
or any amended or successor version that is substantively comparable and, in each case, any regulations promulgated thereunder or official interpretations thereof. 

  
 6 








 “Federal Bankruptcy Code” means the United States
Bankruptcy Reform Act of 1978, as amended from time to time. 
 “Federal Funds Effective Rate”
means, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) on Reuters Page FEDFUNDS1 (or any successor page), or, if such rate is not so published for any day that is a Business Day, the average
of the quotations for such day on such transactions received by CIP from three Federal funds brokers of recognized standing selected by it. 
 “Guaranty” has the meaning specified in Section 8.1. 
 “Home Jurisdiction Withholding Taxes” means (a) in the case of PMI, withholding for United States income taxes, United States back-up withholding taxes and United States withholding
taxes and (b) in the case of a Designated Subsidiary, withholding taxes imposed by the jurisdiction under the laws of which such Designated Subsidiary is organized or any political subdivision thereof. 

“Initial Lenders” has the meaning specified in the preamble. 

“Interest Period” means (a) for each Revolving Credit Advance comprising part of the same Revolving
Credit Borrowing, the period commencing on the date of such Revolving Credit Advance and ending on the last day of the period selected by the Borrower requesting such Borrowing pursuant to the provisions below and (b) for each Swingline Advance
comprising part of the same Swingline Borrowing, one period commencing on the date of such Swingline Advance and ending on a Business Day with a duration not to exceed five Business Days. The duration of such Interest Period for a Revolving Credit
Advance shall be one, two, three or six months, or, if available to all Lenders, nine or twelve months, as such Borrower may select upon notice received by the Facility Agent not later than 11:00 A.M. (London time) on the third Business Day prior to
the first day of such Interest Period; provided, however, that: 
 (a) such Borrower may not select
any Interest Period that ends after the Termination Date; 
 (b) with respect to Revolving Credit Borrowings
only, whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would
cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the immediately preceding Business Day; and 

(c) with respect to Revolving Credit Borrowings only, whenever the first day of any Interest Period occurs on a day of an
initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar 

  
 7 








 
month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month. 

“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and the rulings issued thereunder. 
 “Lenders” means the
Initial Lenders and their respective successors, which are Qualifying Banks or which have been approved in writing by PMI, and permitted assignees (and includes the Swingline Lenders unless the context otherwise requires). 

“LIBOR” means an interest rate per annum equal to either: 

(a) the offered rate per annum at which deposits in Dollars appear on Reuters Page LIBOR01 (or any successor page) as of
11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period, or 
 (b) if LIBOR does not appear on Reuters Page LIBOR01 (or any successor page), then LIBOR will be determined by taking the arithmetic mean (rounded upward to the nearest whole multiple of 1/16 of
1% per annum, if such arithmetic mean is not such a multiple) of the rates per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks to prime banks in the London interbank market at 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period for an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing outstanding during such Interest Period
and for a period equal to such Interest Period, as determined by the Facility Agent, and, if any such rate is below zero, LIBOR will be deemed to be zero, subject, however, to the provisions of Section 2.7. 

“LIBOR Advance” means a Revolving Credit Advance denominated in Dollars that bears interest as provided
in Section 2.5(b). 
 “Lien” has the meaning specified in Section 5.2(a). 

“Major Subsidiary” means any Subsidiary (a) more than 50% of the voting securities of which is owned
directly or indirectly by PMI, (b) which is organized and existing under, or has its principal place of business in, the United States or any political subdivision thereof, any country which is a member of the European Union on the date hereof
or any political subdivision thereof, or Switzerland or Japan or any of their respective political subdivisions, and (c) which has at any time total assets (after intercompany eliminations) exceeding $1,000,000,000. 

“Mandated Lead Arranger and Bookrunner” has the meaning specified in the preamble. 

  
 8 








 “Mandatory Cost” means the percentage rate per annum
calculated by the Facility Agent in accordance with Schedule 3. 
 “Margin Stock” means margin
stock, as such term is defined in Regulation U. 
 “Moody’s” means Moody’s Investors
Service, Inc., and any successor to its ratings agency business. 
 “Multiemployer Plan” means a
multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an
obligation to make contributions, such plan being maintained pursuant to one or more collective bargaining agreements. 
 “Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA Affiliate
and at least one Person other than such Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which such Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan
has been or were to be terminated. 
 “Note” means a promissory note of any Borrower payable to
the order of any Lender, delivered pursuant to a request made under Section 2.20(a) in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Revolving Credit
Advances made by such Lender to such Borrower. 
 “Notice of Revolving Credit Borrowing” has the
meaning specified in Section 2.3(a). 
 “Notice of Swingline Borrowing” has the meaning
specified in Section 2.9(a). 
 “Obligations” has the meaning specified in
Section 8.1. 
 “Operating Assets” means, for any accounting period, any assets included in
the consolidated balance sheet of PMI and its Subsidiaries as “Inventories,” or “Property, plant and equipment” or “Receivables” for such period. 

“Other Taxes” has the meaning specified in Section 2.18(c). 

“Participating Member State” means any member state of the European Communities that adopts or has
adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union. 
 “Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or
other entity, or a government or any political subdivision or agency thereof. 

  
 9 








 “Plan” means a Single Employer Plan or a Multiple Employer
Plan. 
 “PMI” has the meaning specified in the preamble. 

“Qualifying Bank” means any legal entity which is recognized as a bank by the banking laws in force in
its country of organization and which has as its principal purpose the active conduct of banking business and conducts such banking business through its own personnel (which have decision making authority) and on its own premises. 

“Reference Banks” means Citibank, N.A., Credit Suisse AG, London Branch, The Royal Bank of Scotland plc
and JPMorgan Chase Bank, N.A. 
 “Register” has the meaning specified in Section 9.7(d).

 “Regulation A” means Regulation A of the Board, as in effect from time to time. 

“Regulation U” means Regulation U of the Board, as in effect from time to time. 

“Required Lenders” means at any time Lenders holding at least 50.1% of the aggregate Revolving Credit
Commitments at such time. 
 “Revolving Credit Advance” means an advance by a Lender to any
Borrower as part of a Revolving Credit Borrowing and refers to a EURIBOR Advance or a LIBOR Advance (each of which shall be a “Type” of Revolving Credit Advance). 

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Advances of
the same Type made by each of the Lenders pursuant to Section 2.2(a). 
 “Revolving Credit
Commitment” means as to any Lender (i) the Dollar amount set forth opposite such Lender’s name on Schedule 4 hereof or (ii) if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such
Lender in the Register maintained by the Facility Agent pursuant to Section 9.7(d), in each case as such amount may be reduced pursuant to Section 2.13. 

“Revolving Credit Facility” means, at any time, the aggregate amount of the Lenders’ Revolving
Credit Commitments at such time. 
 “Single Employer Plan” means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Borrower or any ERISA Affiliate and no Person other than such Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which such
Borrower or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated. 
 “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc., and any successor to its ratings agency business.


  
 10 









 “Subsidiary” of any Person means any corporation of which
(or in which) more than 50% of the outstanding capital stock having voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation
shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries. 
 “Swingline Advance” means an advance by a Swingline Lender to any Borrower as
part of a Swingline Borrowing. 
 “Swingline Agent” has the meaning specified in the preamble.

 “Swingline Borrowing” means a borrowing consisting of simultaneous Swingline Advances made by
each of the Swingline Lenders pursuant to Section 2.8. 
 “Swingline Commitment” means as
to any Lender (i) the Dollar amount set forth opposite such Lender’s name on Schedule 5 hereof or (ii) if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register
maintained by the Facility Agent pursuant to Section 9.7(d), in each case as such amount may be reduced pursuant to Section 2.13. 
 “Swingline Facility” means, at any time, the aggregate amount of the Swingline Lenders’ Swingline Commitments at such time. 

“Swingline Lender” means any Lender that has a Swingline Commitment. 

“Taxes” has the meaning specified in Section 2.18(a). 

“Termination Date” means the earlier of (a) 25 October 2016, and (b) in each case, the
date of termination in whole of Commitments pursuant to Section 2.13 or 6.2. 
  

	1.2.	Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each mean “to but excluding.” 

  

	1.3.	Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with accounting principles generally accepted in the
United States of America, except that if there has been a material change in an accounting principle affecting the definition of an accounting term as compared to that applied in the preparation of the financial statements of PMI as of and for the
year ended 31 December 2010, then such new accounting principle shall not be used in the determination of the amount associated with that accounting term. A material change in an accounting principle is one that, in the year of its adoption,
changes the amount associated with the relevant accounting term for any quarter in such year by more than 10%. 


  
 11 










	2.	AMOUNTS AND TERMS OF THE ADVANCES 

  

	2.1.	The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower
from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount outstanding not to exceed at any time such Lender’s Revolving Credit Commitment; provided, however,
that the aggregate amount of the Revolving Credit Commitments shall be deemed used from time to time to the extent of the aggregate amount of the Swingline Advances then outstanding; provided, further, that each Lender’s Revolving
Credit Commitment shall be deemed used from time to time to the extent of the Swingline Advances made by it or its affiliate that is a Swingline Lender. 

  

	2.2.	(a) Type of Revolving Credit Advances. Each Revolving Credit Borrowing shall consist of Revolving Credit Advances of the same Type made on the same day by the
Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender’s Revolving Credit Commitment and subject to this Section 2.2, any Borrower may borrow under this Section 2.2, prepay
pursuant to Section 2.14 or repay pursuant to Section 2.4 and reborrow under this Section 2.2. 


(b) Amount of Revolving Credit Borrowings. Each Revolving Credit Borrowing consisting of EURIBOR Advances shall be in an aggregate
amount of no less than €50,000,000 or an integral multiple of €1,000,000 in excess thereof. Each Revolving Credit Borrowing consisting of LIBOR Advances shall be in an aggregate amount of no less than $50,000,000 or an integral multiple of
$1,000,000 in excess thereof. 
  

	2.3.	Making the Revolving Credit Advances. (a) Notice of Revolving Credit Borrowing. Each Revolving Credit Borrowing shall be made on notice, given not
later than 11:00 A.M. (London time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing, by the Borrower to the Facility Agent which shall give to each Lender prompt notice thereof by facsimile. Each such notice of
a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by facsimile, such notice to be in substantially the form of Exhibit B-1 hereto, specifying therein the requested: 


 

	 	(i)	date of such Revolving Credit Borrowing, 

  

	 	(ii)	Type of Revolving Credit Advances, 

  

	 	(iii)	aggregate amount of such Revolving Credit Borrowing, and 

  

	 	(iv)	the initial Interest Period for each such Revolving Credit Advance. 

 (b) Funding Revolving Credit Advances. Each Lender shall, before 2:00 P.M. (London time) on the date of such Revolving Credit Borrowing, make available for the account of its Applicable Lending
Office to the Facility Agent at the Facility Agent’s Account, in same day funds, such Lender’s ratable portion of such Revolving Credit Borrowing. After receipt of such funds by the Facility Agent and upon fulfillment of the


  
 12 









 
applicable conditions set forth in Article 3, the Facility Agent will make such funds available to the relevant Borrower as specified in the applicable Notice of Revolving Credit Borrowing.

 (c) Irrevocable Notice. Each Notice of Revolving Credit Borrowing of any Borrower shall be irrevocable and binding on
such Borrower. The Borrower requesting a Revolving Credit Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of
Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable conditions set forth in Article 3, including, without limitation, any loss (excluding loss of anticipated profits, indirect losses and special or consequential damages),
cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Revolving
Credit Advance, as a result of such failure, is not made on such date. 
 (d) Lender’s Ratable Portion. Unless the
Facility Agent shall have received notice from a Lender prior to 2:00 P.M. (London time) on the day of any Revolving Credit Borrowing that such Lender will not make available to the Facility Agent such Lender’s ratable portion of such Revolving
Credit Borrowing, the Facility Agent may assume that such Lender has made such portion available to the Facility Agent on the date of such Revolving Credit Borrowing in accordance with Section 2.3(b) and the Facility Agent may, in reliance upon
such assumption, make available to the Borrower proposing such Revolving Credit Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Facility Agent such
Lender and such Borrower severally agree to repay to the Facility Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such
amount is repaid to the Facility Agent at: 
 (i) in the case of such Borrower, the higher of (A) the interest rate
applicable at the time to Revolving Credit Advances comprising such Revolving Credit Borrowing and (B) the cost of funds incurred by the Facility Agent in respect of such amount, and 

(ii) in the case of such Lender, the cost of funds incurred by the Facility Agent in respect of such amount. 

If such Lender shall repay to the Facility Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Credit
Advance as part of such Revolving Credit Borrowing for purposes of this Agreement. 
 (e) Independent Lender Obligations.
The failure of any Lender to make the Revolving Credit Advance to be made by it as part of any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Credit Advance on the date of
such Revolving Credit Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving 

  
 13 










	 	
Credit Advance to be made by such other Lender on the date of any Revolving Credit Borrowing. 

  

	2.4.	Repayment of Revolving Credit Advances. Each Borrower shall repay to the Facility Agent for the ratable account of the Lenders on the applicable Termination Date
the unpaid principal amount of the Revolving Credit Advances then outstanding. 

  

	2.5.	Interest on Revolving Credit Advances. Subject to Section 2.7(c), each Borrower shall pay interest on the unpaid principal amount of each Revolving Credit
Advance owing by such Borrower to each Lender from the date of such Revolving Credit Advance until such principal amount shall be paid in full, at the following rates per annum: 


(a) EURIBOR Advances. During such periods as such Revolving Credit Advance is a EURIBOR Advance, a rate per annum equal at all
times during each Interest Period for such Revolving Credit Advance to the sum of (x) EURIBOR for such Interest Period for such Revolving Credit Advance plus (y) the Applicable Interest Rate Margin plus (z) Mandatory
Cost, if any, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than six months, on the day that occurs during such Interest Period six months from the first day of such Interest Period
and on the date such EURIBOR Advance shall be paid in full. 
 (b) LIBOR Advances. During such periods as such Revolving
Credit Advance is a LIBOR Advance, a rate per annum equal at all times during each Interest Period for such Revolving Credit Advance to the sum of (x) LIBOR for such Interest Period for such Revolving Credit Advance plus (y) the
Applicable Interest Rate Margin plus (z) Mandatory Cost, if any, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than six months, on the day that occurs during such Interest
Period six months from the first day of such Interest Period and on the date such LIBOR Advance shall be paid in full. 
  

	2.6.	Absence of Interest Period for Revolving Credit Advances. If any Borrower shall fail to select the duration of any Interest Period for any Revolving Credit
Advances in accordance with the provisions contained in the definition of the term “Interest Period,” the Facility Agent will forthwith so notify such Borrower and the Lenders and the Interest Period for such Advances will automatically,
on the last day of the then existing Interest Period therefor, be one month. 

  

	2.7.	Interest Rate Determination for Revolving Credit Advances. (a) Methods to Determine EURIBOR and LIBOR. The Facility Agent shall determine EURIBOR and
LIBOR by using the methods described in the definition of the terms “EURIBOR” and “LIBOR,” respectively, and shall give prompt notice to the Borrower and the Lenders of each such EURIBOR or LIBOR. 


(b) Role of Reference Banks. In the event that EURIBOR or LIBOR cannot be determined by the method described in clause (a) of
the definitions “EURIBOR” or “LIBOR,” respectively, each Reference Bank agrees to furnish to the Facility Agent timely information for the purpose of determining EURIBOR or LIBOR, as the case may


  
 14 









 
be, in accordance with the method described in clause (b) of the definitions thereof. If any one or more of the Reference Banks shall not furnish such timely information to the Facility
Agent for the purpose of determining EURIBOR or LIBOR, the Facility Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. 

(c) Market Disruption. (i) If the applicable Reuters Page is unavailable and fewer than two Reference Banks furnish timely
information to the Facility Agent for determining EURIBOR for any EURIBOR Advances or LIBOR for any LIBOR Advances, as the case may be, or (ii) with respect to Revolving Credit Advances under any Facility, the Lenders owed or required to lend
at least 50.1% of the aggregate principal amount thereof notify the Facility Agent that EURIBOR or LIBOR for any Interest Period will not adequately reflect the cost to such Lenders of making, funding or maintaining their respective Revolving Credit
Advances for such Interest Period (each, a “Market Disruption Event”) then the rate of interest on each Lender’s share of that Revolving Credit Advance for the Interest Period shall be the rate per annum which is the sum of
(x) the Applicable Interest Rate Margin plus (y) the rate notified to the Facility Agent and the Borrower by that Lender in a certificate (which sets out the details of the computation of the relevant rate and shall be prima
facie non-binding evidence of the same) as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding
its participation in that Revolving Credit Advance from whatever source it may reasonably select plus (z) Mandatory Cost, if any, applicable to that Lender’s participation in the Revolving Credit Advance. 

(d) If a Market Disruption Event occurs and the Facility Agent or the applicable Borrower so requires: 

(i) the Facility Agent, PMI and such Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a
view to agreeing on a substitute basis for determining the interest rate; and 
 (ii) any alternative basis agreed upon pursuant
to clause (i) above shall, with the prior consent of all the Lenders, PMI and such Borrower, be binding on all such parties hereto. 
  

	2.8.	The Swingline Advances. (a) Obligation to Make Swingline Advances. Each Swingline Lender severally agrees, on the terms and conditions hereinafter
set forth, to make Swingline Advances to any Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an aggregate amount outstanding not to exceed at any time such Swingline
Lender’s Swingline Commitment. 

 (b) Amount of Swingline Borrowings. Each Swingline Borrowing shall be
in an aggregate amount of no less than $1,000,000. 
 (c) Relationship with the Revolving Credit Facility. 

  
 15 










	 	(A)	The Revolving Credit Facility may be used by way of Swingline Advances. The Swingline Facility is not independent of the Revolving Credit Facility.


  

	 	(B)	Notwithstanding any other term of this Agreement, a Swingline Lender is only obliged to participate in a Revolving Credit Advance or a Swingline Advance to the extent
that it would not result in the participation by it and its affiliate that is a Lender in such Revolving Credit Advances and Swingline Advances exceeding its Revolving Credit Commitment or that of its affiliate that is a Lender.


  

	 	(C)	Where, but for the operation of paragraph (B) above, a Lender’s participation (including the participation of its affiliate that is a Swingline Lender
hereunder) in the Revolving Credit Advances and Swingline Advances would have exceeded its Revolving Credit Commitment, the excess will be apportioned among the other Lenders participating in the relevant Revolving Credit Advance pro rata according
to their relevant Revolving Credit Commitments. This calculation will be applied as often as necessary until the Revolving Credit Advance is apportioned among the relevant Lenders in a manner consistent with paragraph (B) above.


  

	2.9.	Making the Swingline Advances. (a) Notice of Swingline Borrowing. Each Swingline Borrowing shall be made on notice, given not later than 12:00 P.M.
(New York time) on the date of the proposed Swingline Borrowing, by the Borrower to the Swingline Agent (with a copy to the Facility Agent), which shall give to the Swingline Lenders prompt notice thereof by facsimile. Each such notice of a
Swingline Borrowing (a “Notice of Swingline Borrowing”) shall be by facsimile, such notice to be in substantially the form of Exhibit B-2 hereto, specifying therein the requested: 


 

	 	(i)	date of such Swingline Borrowing, 

  

	 	(ii)	aggregate amount of such Swingline Borrowing, and 

  

	 	(iii)	the Interest Period for each such Swingline Advance. 

 (b) Funding Swingline Advances. Each Swingline Lender shall, before 1:30 P.M. (New York time) with respect to Notices of Swingline Borrowing given before 12:00 P.M. (New York time), on the
date of such Swingline Borrowing, make available for the account of its Applicable Lending Office to the Swingline Agent, in same day funds, such Swingline Lender’s ratable portion of such Swingline Borrowing. After receipt of such funds by the
Swingline Agent and upon fulfillment of the applicable conditions set forth in Article 3, the Swingline Agent will make such funds available to the relevant Borrower as specified in the applicable Notice of Swingline Borrowing. 

  
 16 









 (c) Irrevocable Notice. Each Notice of Swingline Borrowing of any Borrower shall be
irrevocable and binding on such Borrower. The Borrower requesting a Swingline Borrowing shall indemnify each Swingline Lender against any loss, cost or expense incurred by such Swingline Lender as a result of any failure to fulfill on or before the
date specified in such Notice of Swingline Borrowing for such Swingline Borrowing the applicable conditions set forth in Article 3, including, without limitation, any loss (excluding loss of anticipated profits, indirect losses and special or
consequential damages), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Swingline Lender to fund the Swingline Advance to be made by such Swingline Lender as part of such Swingline
Borrowing when such Swingline Advance, as a result of such failure, is not made on such date. 
 (d) Swingline Lender’s
Ratable Portion. Unless the Swingline Agent shall have received notice from a Swingline Lender prior to 1:30 P.M. (New York time) with respect to Notices of Swingline Borrowing given before 12:00 P.M. (New York time), on the day of any
Swingline Borrowing that such Swingline Lender will not make available to the Swingline Agent such Swingline Lender’s ratable portion of such Swingline Borrowing, the Swingline Agent may assume that such Swingline Lender has made such portion
available to the Swingline Agent on the date of such Swingline Borrowing in accordance with Section 2.9(b) and the Swingline Agent may, in reliance upon such assumption, make available to the Borrower proposing such Swingline Borrowing on such
date a corresponding amount. If and to the extent that such Swingline Lender shall not have so made such ratable portion available to the Swingline Agent such Swingline Lender and such Borrower severally agree to repay to the Swingline Agent
forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Swingline Agent at: 

(i) in the case of such Borrower, the higher of (A) the interest rate applicable at the time to Swingline Advances comprising such
Swingline Borrowing and (B) the cost of funds incurred by the Swingline Agent in respect of such amount, and 
 (ii) in the
case of such Swingline Lender, the cost of funds incurred by the Swingline Agent in respect of such amount. 
 If such Swingline Lender shall
repay to the Swingline Agent such corresponding amount, such amount so repaid shall constitute such Swingline Lender’s Swingline Advance as part of such Swingline Borrowing for purposes of this Agreement. 

(e) Independent Swingline Lender Obligations. The failure of any Swingline Lender to make the Swingline Advance to be made by it as
part of any Swingline Borrowing shall not relieve any other Swingline Lender of its obligation hereunder to make its Swingline Advance on the date of such Swingline Borrowing, but no Swingline Lender shall be responsible for the failure of any other
Swingline Lender to make the Swingline Advance to be made by such other Swingline Lender on the date of any Swingline Borrowing. 

  
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	2.10.	Repayment of Swingline Advances. (a) Each Borrower shall repay to the Swingline Agent for the ratable account of the Swingline Lenders on the last day of
the applicable Interest Period, the unpaid principal amount of any Swingline Advance then outstanding. 

 (b) In
the event that a Borrower does not repay a Swingline Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit
Borrowing for a LIBOR Advance to be made on the third Business Day thereafter in the amount (including accrued interest) of such Swingline Advance and with an Interest Period of one month and such LIBOR Advance shall be made on the third Business
Day in accordance with Section 2.1 (without regard to clause (b) thereof) and the proceeds thereof applied in repayment of such Swingline Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day
immediately following the end of the Interest Period for any such Swingline Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.17(e) shall apply to the unpaid
principal amount of any such Swingline Advance. 
 (c) Section 3.3 shall not apply to any LIBOR Advance to which this
Section 2.10 refers. 
 (d) In the circumstances set out in paragraph (b) above, to the extent that it is not possible
to make a LIBOR Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swingline Lenders for any loss that they incur as a result of the relevant Swingline Borrowing.

  

	2.11.	Interest on Swingline Advances. Subject to Section 2.10(b), each Borrower shall pay interest on the unpaid principal amount of each Swingline Advance owing
by such Borrower to each Swingline Lender from the date of such Swingline Advance until such principal amount shall be paid in full, a rate per annum equal at all times during the Interest Period for such Swingline Advance to the highest of
(a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s prime rate, (b) one-half of one percent above the Federal Funds Effective Rate and (c) LIBOR for a one-month Interest
Period, payable in arrears on the last day of such Interest Period. 

  

	2.12.	Fees. (a) Commitment Fee. PMI agrees to pay to the Facility Agent for the account of each Lender, 0.060% per annum on the aggregate amount of
the unused portion of such Lender’s Revolving Credit Commitment (it being understood that any Swingline Advances shall be deemed to use the Revolving Credit Commitment of each Swingline Lender or its affiliate that is a Lender hereunder) from
the date hereof in the case of each Lender that is an Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date, in each
case payable on the last Business Day of each March, June, September and December until the Termination Date and on the Termination Date. 


  
 18 









 (b) Utilization Fee. PMI agrees to pay the Facility Agent for the
account of each Lender an amount equal to (x) 0.100% on the aggregate principal amount of all Advances outstanding with respect to each day on which the aggregate principal amount of all Advances outstanding exceeds 33 1/3% of total Commitments or (y) 0.200% on the aggregate principal
amount of all Advances outstanding with respect to each day on which the aggregate principal amount of all Advances outstanding exceeds 66 2/3% of total Commitments, payable on the last Business Day of each March, June, September and December until the Termination Date and on the Termination Date,
to the extent applicable. 
 (c) Agent’s Fees. PMI shall pay to the Facility Agent and Swingline Agent
for its own account such fees as may from time to time be agreed between PMI and such Agent. 
  

	2.13.	Optional Termination or Reduction of the Commitments. PMI shall have the right, upon at least three Business Days’ notice to the Facility Agent, to
terminate in whole or reduce ratably in part the unused portions of the respective Revolving Credit Commitments of the Lenders; provided that each partial reduction shall be in the aggregate amount of no less than $50,000,000 or the remaining
balance if less than $50,000,000 and shall be ratable among the Lenders affected thereby in accordance with their Commitments; and provided, further, that any such termination or reduction of Revolving Credit Commitments shall not
affect the Swingline Commitments unless, after giving effect to such termination or reduction, the aggregate Swingline Commitments would exceed the aggregate Revolving Credit Commitments, in which case the Swingline Commitments shall be reduced
ratably. 

  

	2.14.	Prepayments of Advances. (a) Optional Prepayments. (i) Revolving Credit Advances. Each Borrower may, upon at least three Business
Days’ notice to the Facility Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising
part of the same Revolving Credit Borrowing in whole or ratably in part; provided, however, that each partial prepayment shall be in an aggregate principal amount of no less than €50,000,000 or $50,000,000, as the case may be, or
the remaining balance if less than €50,000,000 or $50,000,000. 

 (ii) Swingline Advances. Each
Borrower may, upon notice to the Swingline Agent by 9:00 A.M. (London time) on the date of the prepayment stating the aggregate principal amount of the prepayment, and, if such notice is given such Borrower shall, prepay the outstanding principal
amount of the Swingline Advances comprising part of the same Swingline Borrowing in whole or ratably in part; provided, however, that each partial prepayment shall be in an aggregate principal amount of no less than $1,000,000.

 (b) Mandatory Prepayments. (i) If the Facility Agent notifies PMI that, on any interest payment date, the sum of
(A) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of the Revolving Credit Advances denominated in Euro plus (B) the aggregate principal amount of all
Revolving Credit Advances denominated in Dollars then outstanding and 

  
 19 









 
Swingline Advances then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, PMI and each other Borrower shall, within two Business Days after
receipt of such notice, prepay the outstanding principal amount of any Revolving Credit Advances and Swingline Advances owing by such Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate
Revolving Credit Commitments of the Lenders on such date. 
 (ii) The Facility Agent shall give prompt notice of any prepayment
required under this Section 2.14(b) to the Borrowers and the Lenders. Prepayments under this Section 2.14(b) shall be allocated first to Swingline Advances, ratably among the Swingline Lenders; and any excess amount shall then be allocated
to Revolving Credit Advances comprising part of the same Revolving Credit Borrowing selected by the applicable Borrower, ratably among the Lenders. 
 (c) Each prepayment made pursuant to this Section 2.14 shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and any additional amounts
which such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 9.4(b). 
  

	2.15.	Increased Costs. (a) Costs from Change in Law or Authorities. If, due to either (i) the introduction of or any change (other than any change by
way of imposition or increase of reserve requirements to the extent such change is included in Mandatory Cost) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or
other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Advances (excluding for purposes of this Section 2.15 any such
increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.18 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower of the affected Advances shall from time to time, upon demand by such Lender (with a
copy of such demand to the Facility Agent), pay to the Facility Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such
demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or
reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to such Borrower and the Facility Agent
by such Lender, shall be conclusive and binding for all purposes, absent manifest error. 

 (b) Reduction in
Lender’s Rate of Return. In the event that, after the date hereof, the implementation of or any change in any law or regulation, or any guideline or directive (whether or not having the force of law) or the interpretation or administration
thereof by any central bank or other authority charged with the administration thereof, imposes, modifies or deems applicable any capital adequacy or similar requirement (including, 

  
 20 










	 	
without limitation, a request or requirement which affects the manner in which any Lender allocates capital resources to its commitments, including its obligations hereunder) and as a result
thereof, in the sole opinion of such Lender, the rate of return on such Lender’s capital as a consequence of its obligations hereunder is reduced to a level below that which such Lender could have achieved but for such circumstances, but
reduced to the extent that Borrowings are outstanding from time to time, then in each such case, upon demand from time to time PMI shall pay to such Lender such additional amount or amounts as shall compensate such Lender for such reduction in rate
of return; provided that, in the case of each Lender, such additional amount or amounts shall not exceed 0.15 of 1% per annum of such Lender’s Commitment. A certificate of such Lender as to any such additional amount or amounts
shall be conclusive and binding for all purposes, absent manifest error. Except as provided below, in determining any such amount or amounts each Lender may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, each
Lender shall take all reasonable actions to avoid the imposition of, or reduce the amounts of, such increased costs, provided that such actions, in the reasonable judgment of such Lender, will not be otherwise disadvantageous to such Lender,
and, to the extent possible, each Lender will calculate such increased costs based upon the capital requirements for its Commitment hereunder and not upon the average or general capital requirements imposed upon such Lender.


  

	2.16.	Illegality. Notwithstanding any other provision of this Agreement, if (a) any Lender shall notify the Facility Agent that the introduction of or any change
in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations hereunder to make
Advances or to fund or maintain Advances or (b) any Lender notifies PMI and the Facility Agent that it is unlawful for such Lender or its Applicable Lending Office to make Advances or to fund or maintain Advances to a Designated Subsidiary due
to the jurisdiction of organization of such Designated Subsidiary, then, in each case, the obligation of such Lender to make such Advances shall be suspended until the Facility Agent shall notify PMI and the Lenders that the circumstances causing
such suspension no longer exist and the relevant aggregate Commitments shall be temporarily reduced by the amount of such Lender’s share of the Commitments affected by such illegality for the duration of the suspension with respect to such
Advances; provided, however, that each Lender agrees to (i) use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of
such a designation would allow such Lender or its Applicable Lending Office to continue to perform its obligations to make Advances or to continue to fund or maintain Advances and would not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender and (ii) to make or fund Advances to a different Borrower designated by PMI if the making of such designation would allow such Lender to continue to perform its obligations to make Advances or to continue to fund
or maintain Advances. 

  

	2.17.	 Payments and Computations. (a) Time and Distribution of Payments. PMI and each Borrower shall make each payment hereunder, without
set-off or counterclaim, not later than 11:00 A.M. (London time) on the day when due to the Facility Agent at the Facility 



  
 21 










	 	
Agent’s Account in same day funds. The Facility Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment or
utilization fees ratably (other than amounts payable pursuant to Section 2.15, 2.18 or 9.4(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. From and after the effective date of an Assignment and Acceptance pursuant to Section 9.7,
the Facility Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves. 

 (b) Computation of Interest and Fees. All
computations of interest and commitment and utilization fees shall be made by the Facility Agent or the Swingline Agent on the basis of a year of 360 days, or in the case of interest payable pursuant to Section 2.11, 365/366 days, in each case
for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment or utilization fees are payable. Each determination by the Facility Agent or the Swingline Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 (c) Payment Due Dates.
Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of
interest or commitment or utilization fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Revolving Credit Advances to be made in the next following calendar month,
such payment shall be made on the immediately preceding Business Day. 
 (d) Presumption of Borrower Payment. Subject to
Section 2.10(b), unless the Facility Agent receives notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Facility Agent may assume that such
Borrower has made such payment in full to the Facility Agent on such date and the Facility Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent such Borrower has not made such payment in full to the Facility Agent, each Lender shall repay to the Facility Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the
date such amount is distributed to such Lender until the date such Lender repays such amount to the Facility Agent at the cost of funds incurred by the Facility Agent in respect of such amount. 

(e) Default Interest. Upon the occurrence and during the continuance of an Event of Default, each Borrower shall pay interest on
the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in Section 2.5 

  
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or Section 2.11, at a rate per annum equal at all times to 1% per annum above the rate per annum required to be paid on such Advance. 

 

	2.18.	Taxes. (a) Any and all payments by each Borrower and PMI hereunder shall be made, in accordance with Section 2.17, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each Lender and each Agent, taxes imposed on its net income,
and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or Agent (as the case may be), is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its net income, and
franchise taxes imposed on it, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof, (iii) in the case of each Lender and each Agent, taxes imposed on its net income, franchise taxes imposed
on it, and any tax imposed by means of withholding to the extent such tax is imposed solely as a result of a present or former connection (other than any connection arising from the execution, enforcement, delivery and performance of this Agreement
or a Note) between such Lender or Agent (as the case may be) and the taxing jurisdiction, (iv) in the case of each Lender and each Agent, taxes imposed by the United States by means of withholding tax if and to the extent that such taxes shall
be in effect and shall be applicable on the date hereof to payments to be made to such Lender’s Applicable Lending Office or to such Agent and (v) in the case of each Lender and the Agents, any withholding taxes imposed pursuant to FATCA
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder being hereinafter referred to as “Taxes”). 


(b) If any Borrower or PMI shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or
Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.18) such Lender or Agent (as the case may be),
receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower or PMI shall make such deductions and (iii) such Borrower or PMI shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law. If clause (i) of this Section 2.18(b) is unenforceable for any reason in respect of any Borrower, then: 

 

	 	(A)	for each period during which a deduction or withholding for or on account of any Taxes is required to be made by the Borrower with respect to the payment of interest
under this Agreement (the “Tax Deduction”), in lieu of application of clause (i) of this Section 2.18(b), the rate of interest on the Advances as set out in Sections 2.5 and 2.11 shall be the percentage rate per annum
which is the aggregate of the applicable: 

 (i) Interest Rate Margin, 

(ii) EURIBOR, LIBOR, or interest rate on Swingline Advance (determined under Section 2.11), as applicable; and 

  
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 (iii) Mandatory Cost, if any, 

divided by a factor equal to one (1) minus the amount of the Tax Deduction expressed as a multiplier (i.e., ten (10) percent
will be expressed as 0.10 and not as 10%); and 
  

	 	(B)	all references to a rate of interest under Sections 2.5 and 2.11 shall be construed thereafter as adjusted in accordance with this Section 2.18(b).


 (c) In addition, each Borrower or PMI shall pay any present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement (hereinafter referred to as
“Other Taxes”). 
 (d) Each Borrower and PMI shall indemnify each Lender and each Agent for and hold it harmless
against the full amount of Taxes or Other Taxes (including, without limitation, Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.18) paid by such Lender or Agent (as the case may be), and any liability
(including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or Agent
(as the case may be), makes written demand therefor. 
 (e) Within 30 days after the date of any payment of Taxes, each Borrower
and PMI shall furnish to the relevant Agent at its address referred to in Section 9.2, the original or a certified copy of a receipt evidencing such payment. If any Borrower or PMI determines that no Taxes are payable in respect thereof, such
Borrower or PMI shall, at the request of the relevant Agent, furnish or cause the payor to furnish, such Agent and each Lender an opinion of counsel reasonably acceptable to such Agent stating that such payment is exempt from Taxes. Each Lender
shall severally indemnify the Agents for any taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto attributable to such Lender that are paid or payable by the Agents in connection with this Agreement
and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes, levies, imposts, deductions, charges, withholdings or liabilities were correctly or legally imposed or asserted by the relevant governmental authority.
The indemnity under this Section 2.18(e) shall be paid within 10 days after the applicable Agent delivers to the applicable Lender a certificate stating the amount of taxes, levies, imposts, deductions, charges, withholdings or liabilities so
paid or payable by the Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. 
 (f)
Each Lender, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, shall
provide each of the Agents, PMI and each other Borrower with any form or certificate that is required by any taxing authority (including, if applicable, two original Internal 

  
 24 









 
Revenue Service Forms W-9, W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service), certifying that such Lender is exempt from or entitled to
a reduced rate of Home Jurisdiction Withholding Taxes on payments pursuant to this Agreement. Thereafter, each such Lender shall provide additional forms or certificates (i) to the extent a form or certificate previously provided has become
inaccurate or invalid or has otherwise ceased to be effective or (ii) as requested in writing by any Borrower, PMI or the relevant Agent. Unless the Borrowers, PMI and the Agents have received forms or other documents satisfactory to them
indicating that payments hereunder are not subject to Home Jurisdiction Withholding Taxes or are subject to Home Jurisdiction Withholding Taxes at a rate reduced by an applicable tax treaty, such Borrowers, PMI or Agents shall withhold taxes from
such payments at the applicable statutory rate in the case of payments to or for any Lender. 
 (g) If a payment made to a Lender
hereunder would be subject to U.S. Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal
Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Agents at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the applicable Agent such documentation prescribed by
applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the applicable Agent as may be necessary for the Borrower and the
applicable Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. 

(h) Any Lender claiming any additional amounts payable pursuant to this Section 2.18 agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to select or change the jurisdiction of its Applicable Lending Office if the making of such a selection or change would avoid the need for, or reduce the amount of, any such additional
amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise economically disadvantageous to such Lender. 
 (i) No additional amounts will be payable pursuant to this Section 2.18 with respect to (i) any Home Jurisdiction Withholding Taxes that would not have been payable had the Lender provided the
relevant forms or other documents pursuant to Section 2.18(f); or (ii) in the case of an Assignment and Acceptance by a Lender to an Eligible Assignee, any Home Jurisdiction Withholding Taxes that exceed the amount of such Home
Jurisdiction Withholding Taxes that are imposed prior to such Assignment and Acceptance, unless such Assignment and Acceptance resulted from the demand of PMI. 
 (j) No additional amounts will be payable pursuant to this Section 2.18 with respect to any taxes imposed by the United States by means of withholding tax on payments made by any Borrower to any
Lender’s Applicable Lending Office or to any Agent, even if such taxes are imposed as a result of the treatment of payments made by a Borrower that is not organized under the laws of the United States as having been made by a United


  
 25 









 
States person for United States federal income tax purposes, including as a result of an election made to treat such Borrower as a disregarded entity for United States federal income tax purposes
(regardless of whether such election was made after such Borrower became a Borrower under this Agreement), if and to the extent such taxes were in effect and would have been applicable as of the date hereof to payments to be made by a United States
person to such Lender’s Applicable Lending Office or to such Agent (as the case may be). 
 (k) If any Lender or Agent, as
the case may be, obtains a refund of any Tax for which payment has been made pursuant to this Section 2.18, which refund in the good faith judgment of such Lender or Agent, as the case may be, (and without any obligation to disclose its tax
records) is allocable to such payment made under this Section 2.18, the amount of such refund (together with any interest received thereon and reduced by reasonable costs incurred in obtaining such refund) promptly shall be paid to the Borrower
to the extent payment has been made in full by the Borrower pursuant to this Section 2.18. 
  

	2.19.	Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Revolving Credit Advances owing to it (other than pursuant to Sections 2.15, 2.18 or 9.4(b)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the Lenders, such Lender shall
forthwith purchase from the other Lenders such participations in the Revolving Credit Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, provided further, that, so long as the obligations under this Agreement and the Notes shall not have been accelerated, any
excess payment received by any Lender shall be shared on a pro rata basis only with the other Lenders. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.19 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.


  

	2.20.	 Evidence of Debt. (a) Lender Records; Notes. Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of
Advances. Each Borrower shall, upon notice by any Lender to such Borrower (with a copy of such notice to the Facility Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence




  
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(whether for purposes of pledge, enforcement or otherwise) the Revolving Credit Advances owing to, or to be made by, such Lender, promptly execute and deliver to such Lender a Note payable to the
order of such Lender in a principal amount up to the Revolving Commitment of such Lender. 

 (b) Record of
Borrowings, Payables and Payments. The Register maintained by the Facility Agent pursuant to Section 9.7(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded as
follows: 
 (i) the date, amount and Facility of each Borrowing made hereunder, the Type of Advances comprising such Borrowing
and the Interest Period applicable thereto; 
 (ii) the terms of each Assignment and Acceptance delivered to and accepted by it;

 (iii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender
hereunder; and 
 (iv) the amount of any sum received by the Facility Agent from the Borrowers hereunder and each Lender’s
share thereof. 
 (c) Evidence of Payment Obligations. Entries made in good faith by the Facility Agent in the Register
pursuant to Section 2.20(b), and by each Lender in its account or accounts pursuant to Section 2.20(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from
each Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Facility Agent or such Lender
to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of any Borrower under this Agreement. 

 

	2.21.	Defaulting Lenders. Notwithstanding any other provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender: 

 (a) fees shall cease to accrue on the
unfunded portion of such Defaulting Lender’s Revolving Credit Commitments pursuant to Section 2.12(a); 
 (b) the
Defaulting Lender’s Commitments shall not be included in determining whether all Lenders or the Required Lenders have taken or may take action hereunder (including any consent to any amendment or waiver pursuant to Section 9.1);
provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender;
and provided further that in the event that a Lender is a Defaulting Lender solely as the result of a failure to fund pursuant to clause (a) of the definition of the term “Defaulting Lender” and such failure


  
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to fund is the subject of a good faith dispute, any waiver, amendment or modification pursuant to Section 9.1(b) or 9.1(d) affecting such Defaulting Lender shall require the consent of such
Defaulting Lender; and 
 (c) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest,
fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.19 shall, in lieu of being distributed to such Defaulting Lender, subject to any applicable requirements of law, be
applied (i) first, to the payment of any amounts owing hereunder by such Defaulting Lender to CIP, as Facility Agent, (ii) second, to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by CIP, as Facility Agent, and (iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. 
 In the event that CIP, as Facility Agent, and PMI both agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender
shall (i) purchase at par such portion of the Advances of the other Lenders as CIP, as Facility Agent, shall determine may be necessary in order for such Lender to hold such Advances ratably in accordance with its respective Commitment and
(ii) cease to be a Defaulting Lender. 
  

	2.22.	Use of Proceeds. The proceeds of the Advances shall be available (and each Borrower agrees that it shall use such proceeds) for general corporate purposes of PMI
and its Subsidiaries. No Lender, Agent or Mandated Lead Arranger and Bookrunner is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement. 


 

	3.	CONDITIONS TO EFFECTIVENESS AND LENDING 

  

	3.1.	Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the
following conditions precedent have been satisfied: 

 (a) PMI shall have notified each Lender and the Facility
Agent in writing as to the proposed Effective Date. 
 (b) On the Effective Date, the following statements shall be true and the
Facility Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of PMI, dated the Effective Date, stating that: 
 (i) the representations and warranties contained in Section 4.1 are correct on and as of the Effective Date, and 
 (ii) no event has occurred and is continuing that constitutes a Default or Event of Default. 

  
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 (c) The Facility Agent shall have received on or before the Effective Date copies of the
letter from PMI dated on or before such day, terminating in whole the commitments of the lenders party to the Existing Credit Agreement. 
 (d) Prior to or simultaneously with the Effective Date, PMI shall have satisfied all of its obligations under the Existing Credit Agreement including, without limitation, the payment of all loans, accrued
interest and fees. 
 (e) The Facility Agent shall have received on or before the Effective Date the following, each dated such
day, in form and substance satisfactory to the Facility Agent: 
 (i) Certified copies of the resolutions of the Board of
Directors of PMI approving this Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. 
 (ii) A certificate of the Secretary or an Assistant Secretary of PMI certifying the names and true signatures of the officers of PMI authorized to sign this Agreement and the other documents to be
delivered hereunder. 
 (iii) Favorable opinions of counsel (which may be in-house counsel) for PMI, substantially in the form
of Exhibits E-1 and E-2 hereto. 
 (iv) A favorable opinion of Simpson Thacher & Bartlett LLP, counsel for the Facility
Agent, substantially in the form of Exhibit G hereto. 
 (v) A certificate of the chief financial officer or treasurer of PMI
certifying that as of 31 December 2010 (A) the aggregate amount of Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.2(a), does not exceed $400,000,000, and (B) the aggregate amount of
Debt included in clause (A) of this subsection (v), payment of which is secured by any Lien referred to in clause (iv) of Section 5.2(a), does not exceed $200,000,000. 

(f) PMI shall have paid all accrued fees and reasonable expenses of the Facility Agent and the Lenders with respect to this Agreement for
which the Facility Agent shall have made reasonable demand in accordance with Section 9.4(a) on or prior to the Effective Date. 
 (g) This Agreement shall have been executed by PMI, CIP, as Facility Agent, Citibank, as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse AG, Cayman
Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners, and the Facility Agent
shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. 

  
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 The Facility Agent shall notify PMI and the Initial Lenders of the date which is the Effective Date upon
satisfaction of all of the conditions precedent set forth in this Section 3.1. For purposes of determining compliance with the conditions specified in this Section 3.1, each Lender shall be deemed to have consented to, approved or accepted
or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Facility Agent responsible for the transactions contemplated by this
Agreement shall have received notice from such Lender prior to the date that PMI, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. 

 

	3.2.	Initial Advance to Each Designated Subsidiary. The obligation of each Lender to make an initial Advance to each Designated Subsidiary following any designation
of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.8 is subject to the receipt by the Facility Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the
Facility Agent, and dated such date, and in sufficient copies for each Lender: 

 (a) Certified copies of the
resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement. 
 (b) A certificate of a proper officer of such Designated
Subsidiary certifying the names and true signatures of the officers of such Designated Subsidiary authorized to sign the Designation Agreement and the other documents to be delivered hereunder. 

(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance,
certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such
Designated Subsidiary to execute and deliver the Designation Agreement and to perform its obligations hereunder. 
 (d) The
Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto. 
 (e) A favorable opinion of
counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.

 (f) Such other approvals, opinions or documents as any Lender, through the Facility Agent may reasonably request. 

 

	3.3.	 Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is subject to the
conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following 



  
 30 









 
statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: 

(a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of
subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as
though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the
date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; 
 (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is
continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and 
 (c) if such Borrowing is
in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any
other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall
also be true on a pro forma basis as if such transaction or purchase shall have been completed. 
  

	4.	REPRESENTATIONS AND WARRANTIES 

  

	4.1.	Representations and Warranties of PMI. PMI represents and warrants as follows: 


(a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. 

(b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have
been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction
binding on or affecting it. 
 (c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. 
 (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms,
subject to the effect of any applicable bankruptcy, 

  
 31 









 
insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 
 (e) As reported in PMI’s Annual Report on Form 10-K for the year ended 31 December 2010, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2010 and the
consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the
operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in PMI’s Annual Report on Form 10-K for the year ended
31 December 2010, Quarterly Reports on Form 10-Q for the quarters ended 31 March 2011 and 30 June 2011, and in any Current Report on Form 8-K filed subsequent to 31 December 2010, but prior to 25 October 2011, since
31 December 2010 there has been no material adverse change in such position or operations. 
 (f) There is no pending or
threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this
Agreement or (ii) except for Proceedings disclosed in PMI’s Annual Report on Form 10-K for the year ended 31 December 2010, Quarterly Reports on Form 10-Q for the quarters ended 31 March 2011 and 30 June 2011, any Current
Report on Form 8-K filed subsequent to 31 December 2010, but prior to 25 October 2011 and, with respect to Proceedings commenced after the date of such filing but prior to 25 October 2011, a certificate delivered to the Lenders, that
may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. 

(g) It owns directly or indirectly 100% of the capital stock of each other Borrower. 

(h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock
or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of
Regulation U and, in each case, would constitute a violation of Regulation U. 
 (i) Neither PMI nor any Borrower (i) is a
person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or
(z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published
from time to 

  
 32 









 
time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any
such country, agency, organization or person. Neither PMI nor any Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency,
organization, or person. 
  

	5.	COVENANTS OF PMI 

  

	5.1.	Affirmative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, PMI will: 


(a) Compliance with Laws, Etc. Comply, and cause each Major Subsidiary to comply, in all material respects, with all applicable
laws, rules, regulations and orders (such compliance to include, without limitation, complying with ERISA and paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the
extent contested in good faith), noncompliance with which would materially adversely affect the financial condition or operations of PMI and its Subsidiaries taken as a whole. 
 (b) Maintenance of Ratio of Consolidated EBITDA to Consolidated Interest Expense. Maintain a ratio of Consolidated EBITDA for the four most recent fiscal quarters of PMI to Consolidated Interest
Expense for such four most recent fiscal quarters of not less than 3.5 to 1.0. 
 (c) Reporting Requirements. Furnish to
the Lenders or make available on the internet at www.pmi.com (or any successor or replacement website thereof), if such website includes an option to subscribe to a free service alerting subscribers by e-mail of new U.S. Securities and Exchange
Commission filings, if available, or by similar electronic means: 
 (i) as soon as available and in any event within 60 days
after the end of each of the first three quarters of each fiscal year of PMI, an unaudited interim condensed consolidated balance sheet of PMI and its Subsidiaries as of the end of such quarter and unaudited interim condensed consolidated statements
of earnings of PMI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of PMI; 

(ii) as soon as available and in any event within 100 days after the end of each fiscal year of PMI, a copy of the consolidated financial
statements for such year for PMI and its Subsidiaries audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the date of this Agreement, are one of the “big four” accounting firms); and 

(iii) all reports which PMI sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by
the U.S. Securities and 

  
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Exchange Commission) which PMI files with the Securities and Exchange Commission; 
 (iv) as soon as possible and in any event within five days after the occurrence of each Event of Default and each Default, continuing on the date of such statement, a statement of the chief financial
officer or treasurer of PMI setting forth details of such Event of Default or Default and the action which PMI has taken and proposes to take with respect thereto; 
 (v) within 60 days after the end of each fiscal quarter of PMI, a statement of the chief financial officer or treasurer of PMI certifying compliance with the requirements of Section 5.1(b) and
setting forth the relevant calculations; and 
 (vi) such other historical information respecting the condition or operations,
financial or otherwise, of PMI or any Major Subsidiary as any Lender through the Facility Agent may from time to time reasonably request. 
  

	5.2.	Negative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, PMI will not: 


(a) Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest
or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter
acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: 

(i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase
price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; 

(ii) Liens existing on property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition);

 (iii) Liens existing on the date hereof securing Debt; 

(iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or
trustee therefor; 
 (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiary; 

(vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; 

(vii) Liens upon or with respect to Margin Stock; 

  
 34 









 (viii) Liens in favor of PMI or any Major Subsidiary; 

(ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition
of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or 

(x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional
assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased. 

(b) Mergers, Etc. Consolidate with or merge into, or convey or transfer its properties and assets substantially as an entirety to,
any Person, or permit any Subsidiary directly or indirectly owned by it to do so, unless, immediately after giving effect thereto, no Default or Event of Default would exist and, in the case of any merger or consolidation to which PMI is a party,
the surviving corporation is PMI or was a Subsidiary of PMI immediately prior to such merger or consolidation, which is organized and existing under the laws of the United States of America or any State thereof, or the District of Columbia. The
surviving corporation of any merger or consolidation involving PMI or any other Borrower shall assume all of PMI’s or such Borrower’s obligations under this Agreement (including without limitation with respect to PMI’s obligations,
the covenants set forth in Article 5) by the execution and delivery of an instrument in form and substance satisfactory to the Required Lenders. 
  

	6.	EVENTS OF DEFAULT 

  

	6.1.	Events of Default. Each of the following events (each an “Event of Default”) shall constitute an Event of Default: 


(a) Any Borrower or PMI shall fail to pay any principal of any Revolving Credit Advance when the same becomes due and payable; or any
Borrower or PMI shall fail to pay any principal of any Swingline Advance within three Business Days after the same becomes due and payable; or any Borrower shall fail to pay interest on any Advance, or PMI shall fail to pay any fees payable under
Section 2.12, within ten days after the same becomes due and payable; or 
 (b) Any representation or warranty made or
deemed to have been made by any Borrower or PMI herein or by any Borrower or PMI (or any of their respective officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made or deemed to have been
made; or 
 (c) Any Borrower or PMI shall fail to perform or observe (i) any term, covenant or agreement contained in
Section 5.1(b) or 5.2(b), (ii) any term, covenant or agreement contained in Section 5.2(a) if such failure shall remain unremedied for 15 days after written notice thereof shall have been given to PMI by the Facility Agent or any
Lender 

  
 35 









 
or (iii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice
thereof shall have been given to PMI by the Facility Agent or any Lender; or 
 (d) Any Borrower or PMI or any Major Subsidiary
shall fail to pay any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $100,000,000 in the aggregate (but excluding Debt arising under this Agreement) of such Borrower or PMI or such Major
Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders; or any Debt of any Borrower or PMI or any Major Subsidiary which is
outstanding in a principal amount of at least $100,000,000 in the aggregate (but excluding Debt arising under this Agreement) shall be declared to be due and payable, or required to be prepaid (other than by a scheduled required prepayment),
redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof unless adequate provision for the payment of such Debt has been made in
form and substance satisfactory to the Required Lenders; or 
 (e) Any Borrower or PMI or any Major Subsidiary shall generally
not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Borrower or PMI
or any Major Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and, in the case of any such
proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order
for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any of its property constituting a substantial part of the property of PMI and its Subsidiaries taken as a whole) shall occur; or any
Borrower or PMI or any Major Subsidiary shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or 
 (f) Any judgment or order for the payment of money in excess of $100,000,000 shall be rendered against any Borrower or PMI or any Major Subsidiary and there shall be any period of 60 consecutive days
during which a stay of enforcement of such unsatisfied judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided that such 60-day stay period shall be extended for a period not to exceed an additional 120
days if (i) PMI, such Borrower or such Major Subsidiary is contesting 

  
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such judgment or enforcement of such judgment in good faith, unless, with respect only to judgments or orders rendered outside the United States, such action is not reasonably required to protect
its respective assets from levy or garnishment, and (ii) no assets with a fair market value in excess of $100,000,000 of PMI, such Borrower or such Major Subsidiary have been levied upon or garnished to satisfy such judgment; provided,
further, that such 60-day stay period shall be further extended for any judgment or order rendered outside the United States until such time as the conditions in clauses (i) or (ii) are no longer satisfied; or 

(g) Any Borrower or any ERISA Affiliate shall incur, or shall be reasonably likely to incur, liability in excess of $500,000,000 in the
aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of any Borrower or any ERISA Affiliate from a Multiemployer Plan; or (iii) the reorganization or
termination of a Multiemployer Plan; provided, however, that no Default or Event of Default under this Section 6.1(g) shall be deemed to have occurred if the Borrower or any ERISA Affiliate shall have made arrangements
satisfactory to the PBGC or the Required Lenders to discharge or otherwise satisfy such liability (including the posting of a bond or other security); or 
 (h) So long as any Subsidiary of PMI is a Designated Subsidiary, the Guaranty provided by PMI under Article 8 hereof shall for any reason cease to be valid and binding on PMI or PMI shall so state in
writing. 
  

	6.2.	Lenders’ Rights upon Event of Default. If an Event of Default occurs or is continuing, then the Facility Agent shall at the request, or may with the
consent, of the Required Lenders, by notice to PMI and the Borrowers: 

 (a) declare the obligation of each Lender
to make further Advances to be terminated, whereupon the same shall forthwith terminate, and 
 (b) declare all the Advances then
outstanding, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances then outstanding, all such interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers; 

provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under the Federal
Bankruptcy Code, (i) the obligation of each Lender to make Advances shall automatically be terminated and (ii) the Advances then outstanding, all such interest and all such amounts shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrowers. 
  

	7.	THE AGENTS 

  

	7.1.	 Authorization and Action. Each Lender (in its capacities as a Lender and Swingline Lender, as applicable) hereby appoints and authorizes each
Agent to take such action as 



  
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agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to such Agent by the terms hereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), no Agent shall be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that no Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or applicable law. Each Agent agrees to give to each Lender prompt notice of each notice
given to it by PMI or any Borrower as required by the terms of this Agreement or at the request of PMI or such Borrower, and any notice provided pursuant to Section 5.1(c)(iv). CIP, as Facility Agent, may execute any of its duties under this
Agreement by or through its affiliate, or any one or more sub-agents appointed by the Facility Agent and their respective directors, officers, employees, agents and advisors; provided that any such affiliate or sub-agent is an affiliate of CIP.

  

	7.2.	Agents’ Reliance, Etc. Neither any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken
by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. The Facility Agent shall not be subject to any fiduciary or implied duties, regardless of whether a Default has occurred
and is continuing. The Facility Agent shall be deemed not to have knowledge of any default unless and until written notice thereof is given to the Facility Agent by the Borrower or a Lender. Without limitation of the generality of the foregoing,
each Agent: 

 (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until,
in the case of the Facility Agent, the Facility Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, or, in the case of the Swingline Agent, such Agent has received
notice from the Facility Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 9.7; 
 (b) may consult with legal counsel (including counsel for PMI or any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to
be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; 
 (c) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; 

(d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of
this Agreement on the part of PMI or any Borrower or to inspect the property (including the books and records) of PMI or such Borrower; 

  
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 (e) shall not be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and 
 (f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine
and signed or sent by the proper party or parties. 
  

	7.3.	CIP and Affiliates. With respect to its Commitment and the Advances made by it, CIP shall have the same rights and powers under this Agreement as any other
Lender and may exercise the same as though it were not an Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include CIP in its individual capacity. CIP and its affiliates may accept deposits
from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, PMI, any Borrower, any of its Subsidiaries and any Person who may do business with or own
securities of PMI, any Borrower or any such Subsidiary, all as if CIP was not an Agent and without any duty to account therefor to the Lenders. 

  

	7.4.	Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any Mandated Lead Arranger and Bookrunner, or
any other Lender and based on the financial statements referred to in Section 4.1(e) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent, any Mandated Lead Arranger and Bookrunner, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement. 

  

	7.5.	 Indemnification. (a) The Lenders agree to indemnify the Facility Agent (to the extent not reimbursed by PMI or the Borrowers), from and
against such Lender’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Facility Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Facility Agent under this Agreement (collectively, the “Indemnified
Costs”), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Facility Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Facility Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Facility Agent in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Facility Agent is not reimbursed for such expenses by
PMI or the Borrowers. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.5 applies whether any such investigation, litigation or proceeding is brought by the Facility Agent, any
Lender or a third party. For purposes of this Section 7.5(a), the Lenders’ respective ratable 



  
 39 









 
shares of any amount shall be determined, at any time, according to their respective aggregate Revolving Credit Commitments at such time. 

(b) The Lenders agree to indemnify the Swingline Agent (to the extent not reimbursed by PMI or the Borrowers), from and against such
Lender’s ratable share (determined according to their respective Revolving Credit Commitments at such time) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Swingline Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Swingline Agent under this Agreement,
provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Swingline Agent’s gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Swingline Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) payable by the Borrowers under
Section 9.4(a), to the extent that the Swingline Agent is not reimbursed for such expenses by PMI or the Borrowers. In the case of any investigation, litigation or proceeding giving rise to any indemnification hereunder, this Section 7.5
applies whether any such investigation, litigation or proceeding is brought by the Swingline Agent, any Lender or a third party. 
  

	7.6.	Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and PMI and may be removed at any time with or without cause
by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be
a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.


  

	7.7.	Mandated Lead Arrangers and Bookrunners. Certain entities have been designated as Mandated Lead Arrangers and Bookrunners, under this Agreement, but the use of
such titles does not impose on any of them any duties or obligations greater than those of any other Lender. 

  

	8.	GUARANTY 

  

	8.1.	 Guaranty. PMI hereby unconditionally and irrevocably guarantees (the undertaking of PMI contained in this Article 8 being the
“Guaranty”) the punctual payment when due, 



  
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whether at stated maturity, by acceleration or otherwise, of all obligations of each Borrower now or hereafter existing under this Agreement, whether for principal, interest, fees, expenses or
otherwise (such obligations being the “Obligations”), and any and all expenses (including counsel fees and expenses) incurred by the Facility Agent or the Lenders in enforcing any rights under the Guaranty. 

 

	8.2.	Guaranty Absolute. PMI guarantees that the Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Facility Agent or the Lenders with respect thereto. The liability of PMI under this Guaranty shall be absolute and unconditional irrespective of:


 (a) any lack of validity, enforceability or genuineness of any provision of this Agreement or any other
agreement or instrument relating thereto; 
 (b) any change in the time, manner or place of payment of, or in any other term of,
all or any of the Obligations, or any other amendment or waiver of or any consent to departure from this Agreement; 
 (c) any
exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or 

(d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a Borrower or PMI. 

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations
is rescinded or must otherwise be returned by the Facility Agent or any Lender upon the insolvency, bankruptcy or reorganization of a Borrower or otherwise, all as though such payment had not been made. 

 

	8.3.	Waivers. (a) PMI hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Guaranty and
any requirement that the Facility Agent or any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against a Borrower or any other Person or any collateral.


 (b) PMI hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against any
Borrower that arise from the existence, payment, performance or enforcement of PMI’s obligations under this Guaranty or this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the Facility Agent or any Lender against such Borrower or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law,
including, without limitation, the right to take or receive from such Borrower, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right. If any amount
shall be paid to PMI in 

  
 41 









 
violation of the preceding sentence at any time prior to the later of the cash payment in full of the Obligations and all other amounts payable under this Guaranty and the Termination Date, such
amount shall be held in trust for the benefit of the Facility Agent and the Lenders and shall forthwith be paid to the Facility Agent to be credited and applied to the Obligations and all other amounts payable under this Guaranty, whether matured or
unmatured, in accordance with the terms of this Agreement and this Guaranty, or to be held as collateral for any Obligations or other amounts payable under this Guaranty thereafter arising. PMI acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Agreement and this Guaranty and that the waiver set forth in this Section 8.3(b) is knowingly made in contemplation of such benefits. 

 

	8.4.	Continuing Guaranty. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until payment in full (after the Termination Date)
of the Obligations and all other amounts payable under this Guaranty, (b) be binding upon PMI, its successors and assigns, and (c) inure to the benefit of and be enforceable by the Lenders, the Facility Agent and their respective
successors, transferees and assigns. 

  

	9.	MISCELLANEOUS 

  

	9.1.	Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower or PMI therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required Lenders or if such amendment, waiver or consent relates solely to the Lenders or the Swingline Lenders, respectively, the Lenders holding 50.1% of the aggregate Revolving
Credit Commitments or Swingline Commitments, respectively, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or
consent shall, unless in writing and signed by all the Lenders affected thereby, do any of the following: (a) waive any of the conditions specified in Sections 3.1 and 3.2, (b) increase the Commitments of the Lenders or subject the Lenders
to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees
or other amounts payable hereunder, (e) change the percentage of the Commitments, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder, (f) release PMI from any of its obligations
under Article 8 or (g) amend this Section 9.1; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Facility Agent in addition to the Lenders required above to take such action,
affect the rights or duties of the Facility Agent under this Agreement or any Advance. 

  

	9.2.	Notices, Etc. (a) Addresses. All notices and other communications provided for hereunder shall be in writing (including facsimile communication) and
mailed, telecopied, emailed, or delivered, as follows: 


  
 42 









 if to any Borrower or to PMI, as guarantor: 

Philip Morris International Inc. 
 120 Park Avenue 
 New York, New York 10017 USA 

Attention: Corporate Secretary 
 Fax number: 917-663-5372 
 Email: Jerry.Whitson@pmi.com 

and 
 Philip
Morris International Management S.A. 
 Avenue de Rhodanie 50 

1001 Lausanne 

Switzerland 

Attention: Treasurer 
 Fax number: +41-58-242-4771; 
 Email: Marco.Kuepfer@pmi.com 

and 
 Philip
Morris Finance S.A. 
 Avenue de Rhodanie 50 
 1001 Lausanne 
 Switzerland 

Attention: Director Treasury 
 Facsmile: +41-58-242-4771; 
 Email: John.Jacob@pmi.com 

if to any Initial Lender, at its Applicable Lending Office specified opposite its name on Schedule I hereto; 

if to any other Lender, at its Applicable Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender;

 if to CIP, as Facility Agent: 
 Citibank International PLC LONDON 
 Loans Agency 

5th Floor Citigroup Centre CGC2 
 Mail drop CGC2 05-65 
 25 Canada Square 

London 
 E14 5LB

 Fax number: 020 8636 3824 /3825 
 Email: emma.batchelor@citi.com (or as advised from time to time) 

  
 43 









 if to Citibank, as Swingline Agent: 

Citibank, N.A. 

Bank Loan Syndications and Administration 
 1615 Brett Road, Building #3 
 New Castle, Delaware 19720 

Fax number: +1-212-994-0961 
 Email: AGENTNOTICE@CITI.COM and thomas.schmidt@citi.com 
 as to any Borrower, PMI or the Facility
Agent at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to PMI and the Facility Agent.

 (b) Effectiveness of Notices. All such notices and communications shall, when mailed or telecopied, be effective when deposited in the
mail or telecopied, respectively, except that notices and communications to the Facility Agent pursuant to Article 2, 3 or 7 shall not be effective until received by the Facility Agent. Delivery by facsimile of an executed counterpart of any
amendment or waiver of any provision of this Agreement or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. Notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement),
provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the
recipient. 
  

	9.3.	No Waiver; Remedies. No failure on the part of any Lender or the Facility Agent to exercise, and no delay in exercising, any right hereunder or under any Note
shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law. 

  

	9.4.	Costs and Expenses. (a) Facility Agent; Enforcement. PMI agrees to pay on demand all reasonable costs and expenses in connection with the
preparation, execution, delivery, administration (excluding any cost or expenses for administration related to the overhead of the Facility Agent), modification and amendment of this Agreement and the documents to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and responsibilities under this Agreement, and all costs and
expenses of the Lenders and the Facility Agent, if any (including, without limitation, reasonable counsel fees and expenses of the Lenders and the Facility Agent), in connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Agreement and the other documents to be delivered hereunder. 

 (b) Prepayment of
Advances. If any payment of principal of Advance is made other than on the last day of the Interest Period for such Advance or at its maturity, as a result 

  
 44 









 
of a payment pursuant to Section 2.14, acceleration of the maturity of the Advances pursuant to Section 6.2, an assignment made as a result of a demand by PMI pursuant to
Section 9.7(a) or for any other reason, PMI shall, upon demand by any Lender (with a copy of such demand to the Facility Agent or the Swingline Agent, as applicable), pay to the Facility Agent or the Swingline Agent, as applicable, for the
account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss (excluding loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Without prejudice to the survival of any other agreement of any Borrower or PMI
hereunder, the agreements and obligations of each Borrower and PMI contained in Section 2.3(c), 2.9(c), 2.15, 2.18, and this Section 9.4(b) shall survive the payment in full of principal and interest hereunder. 

(c) Indemnification. Each Borrower and PMI jointly and severally agree to indemnify and hold harmless the Facility Agent and each
Lender and each of their respective affiliates, control persons, directors, officers, employees, attorneys and agents (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against any Indemnified Party, in each case in connection with or arising out of, or in connection with the preparation for or defense
of, any investigation, litigation, or proceeding (i) related to any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by any
Borrower, whether or not such Indemnified Party is a party to such transaction or (ii) related to any Borrower’s or PMI’s entering into this Agreement, or to any actions or omissions of any Borrower or PMI, any of their respective
Subsidiaries or affiliates or any of its or their respective officers, directors, employees or agents in connection therewith, in each case whether or not an Indemnified Party is a party thereto and whether or not such investigation, litigation or
proceeding is brought by PMI or any Borrower or any other Person; provided, however, that neither any Borrower nor PMI shall be required to indemnify any such Indemnified Party from or against any portion of such claims, damages,
losses, liabilities or expenses that is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. No party to this Agreement shall be
liable for any special, indirect, consequential or punitive damages in connection with the Revolving Credit Facility. 
  

	9.5.	 Right of Set-Off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.2 to authorize the Facility Agent to declare the Advances due and payable pursuant to the provisions of Section 6.2, each Lender is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of PMI
or any Borrower against any and all of the obligations of any Borrower or PMI now 



  
 45 










	 	
or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender shall promptly
notify the appropriate Borrower or PMI, as the case may be, after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its
affiliates under this Section 9.5 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its affiliates may have. 


 

	9.6.	Binding Effect. This Agreement shall be binding upon and inure to the benefit of PMI, the Facility Agent, the Swingline Agent, and each Lender and their
respective successors and assigns, except that neither any Borrower nor PMI shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. 


 

	9.7.	Assignments and Participations. (a) Assignment of Lender Obligations. Each Lender may and, if demanded by PMI upon at least five Business Days’
notice to such Lender and the Facility Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Advances owing to it),
subject to the following: 

 (i) each such assignment shall be of a constant, and not a varying, percentage
of all rights and obligations under one or more Facilities under this Agreement (it being understood that any assignment under a Revolving Credit Facility shall include a proportionate assignment under the related Swingline Facility, as applicable);

 (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of
the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 for Revolving Credit Commitments (subject, in each case, to reduction at the sole discretion of PMI) and shall be an integral
multiple of $1,000,000; 
 (iii) each such assignment shall be to an Eligible Assignee, provided, however that an
assignment to a bank or other financial institution that is not a Qualifying Bank shall not be effective without the written approval of PMI, which approval shall be notified to the Facility Agent; 

(iv) each such assignment made as a result of a demand by PMI pursuant to this Section 9.7(a) shall be arranged by PMI after
consultation with the Facility Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such
assignment or other such assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement; 
 (v) no Lender shall be obligated to make any such assignment as a result of a demand by PMI pursuant to this Section 9.7(a) unless and until such Lender shall


  
 46 









 
have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; and 

(vi) the parties to each such assignment shall execute and the assigning Lender shall, not less than five Business Days prior to the
effectiveness of any Assignment and Acceptance, deliver to the Facility Agent which shall give prompt notice thereof to PMI by facsimile, for the Facility Agent’s acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $2,000 for Revolving Credit Commitments; provided that, if such assignment is made as a result of a demand by PMI under this Section 9.7(a), PMI shall pay or cause to be paid such $2,000 fee.

 Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance,
(x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and
(y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 9.4) and be
released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
party hereto), other than Section 9.12. 
 (b) Assignment and Acceptance. By executing and delivering an Assignment
and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or PMI
or the performance or observance by any Borrower or PMI of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement,
together with copies of the financial statements referred to in Section 4.1(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance;
(iv) such assignee will, independently and without reliance upon the Facility Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible 

  
 47 









 
Assignee; (vi) such assignee represents that (A) the source of any funds it is using to acquire the assigning Lender’s interest or to make any Advance is not and will not be plan
assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (B) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined
in Section 406 of ERISA; (vii) such assignee appoints and authorizes the Facility Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Facility Agent by
the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (viii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are
required to be performed by it as a Lender. 
 (c) Agent’s Acceptance. Upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Facility Agent shall, if such Assignment and Acceptance has been completed and
is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to PMI. 

(d) Register. The Facility Agent shall maintain at its address referred to in Section 9.2 a copy of each Assignment and
Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the
“Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and PMI, the Borrowers, the Facility Agent and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by PMI or any Borrower at any reasonable time and from time to time upon reasonable prior notice. 

(e) Sale of Participation. Each Lender may sell participations to one or more Qualifying Banks in or to all or a portion of its
rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Note or Notes held by it), subject to the following: 

(i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to PMI hereunder) shall remain
unchanged, 
 (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations, 
 (iii) PMI, the other Borrowers, the Facility Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and 
 (iv) no
participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement, or any consent to 

  
 48 









 
any departure by any Borrower or PMI therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation. 
 (f) Disclosure of Information. Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section 9.7, disclose to the assignee or participant or proposed assignee or participant, any information relating to PMI or any Borrower furnished to such Lender by or on
behalf of PMI or any Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to PMI received
by it from such Lender by signing a confidentiality agreement substantially in the form attached hereto as Exhibit H. 
 (g)
Regulation A Security Interest. Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation,
the Advances owing to it and any Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A. 
  

	9.8.	Designated Subsidiaries. (a) Designation. PMI may at any time, and from time to time, by delivery to the Facility Agent of a Designation Agreement
duly executed by PMI and the respective Subsidiary and substantially in the form of Exhibit D hereto, designate such Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such Subsidiary shall thereupon become a
“Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Facility Agent shall promptly notify each Lender of each such designation by PMI and the
identity of the respective Subsidiary. 

 (b) Termination. Upon the payment and performance in full of all
of the indebtedness, liabilities and obligations under this Agreement of any Designated Subsidiary then, so long as at the time no Notice of Revolving Credit Borrowing or Notice of Swingline Borrowing in respect of such Designated Subsidiary is
outstanding, such Subsidiary’s status as a “Designated Subsidiary” shall terminate upon notice to such effect from the Facility Agent to the Lenders (which notice the Facility Agent shall give promptly, and only upon its receipt of a
request therefor from PMI). Thereafter, the Lenders shall be under no further obligation to make any Advance hereunder to such former Designated Subsidiary until such time as it has been redesignated a Designated Subsidiary by PMI pursuant to
Section 9.8(a). 
  

	9.9.	Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. 


 

	9.10.	 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when 



  
 49 










	 	
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. 

  

	9.11.	Jurisdiction, Etc. (a) Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in
any such New York state court or, to the extent permitted by law, in such Federal court. Each Borrower (other than PMI) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such
Federal court may be made upon PMI at 120 Park Avenue, New York, NY 10017, Attention: Secretary, or such other address in the United States as notified to the Facility Agent from time to time (the “Process Agent”), and each
Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the
validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any
parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or
to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. 

 (b)
PMI as Process Agent. PMI hereby accepts its appointment as Process Agent and agrees that (i) it will maintain an office in New York, New York, or such other address in the United States as notified to the Facility Agent from time to
time, through the Termination Date and will give the Facility Agent prompt notice of any change of its address, (ii) it will perform its duties as Process Agent to receive on behalf of each Designated Subsidiary and its property service of
copies of the summons and complaint and any other process which may be served in any action or proceeding in any New York State or Federal court sitting in New York City arising out of or relating to this Agreement and (iii) it will forward
forthwith to each Designated Subsidiary at its then current address copies of any summons, complaint and other process which PMI receives in connection with its appointment as Process Agent. 

(c) Waivers. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection that it may now or 

  
 50 









 
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York state or Federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto hereby irrevocably agrees that, to the
extent that it now has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States of America or elsewhere, arising out of this Agreement or the
subject matter hereof or any of the transactions contemplated hereby brought by any of the parties hereto or their successors or assigns, including without limitation immunity from service of process, immunity from jurisdiction or judgment of any
court or tribunal, immunity from execution or enforcement of a judgment and immunity of any of its property from attachment prior to any entry of judgment, it hereby expressly and irrevocably waives and agrees not to assert any such immunity and
such waiver shall be irrevocable and not subject to withdrawal in any jurisdiction, including without limitation under the Foreign Sovereign Immunities Act of 1976. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENTS. 
  

	9.12.	Confidentiality. None of the Agents, the Mandated Lead Arrangers and Bookrunners nor any Lender shall disclose any confidential information relating to PMI or
any Borrower to any other Person without the consent of PMI, other than (a) to such Agent’s or such Lender’s affiliates, branches and representative offices in any jurisdiction and their officers, directors, employees, agents,
advisors, auditors, insurers and, as contemplated by Section 9.7(f), actual or prospective assignees and participants, and then, in each such case, only on a confidential basis; provided, however, that such actual or prospective
assignee or participant shall have been made aware of this Section 9.12 and shall have agreed to be bound by its provisions as if it were a party to this Agreement, (b) as required by any law, rule or regulation or judicial process,
(c) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking or other financial institutions, and (d) to any rating agency that provides ratings of such Lender or its affiliates.


  

	9.13.	Integration. This Agreement and the Notes represent the agreement of PMI, the other Borrowers, the Facility Agent, the Swingline Agent and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Facility Agent, the Swingline Agent, PMI, the other Borrowers or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the Notes other than the matters referred to in Sections 2.12(c) and 9.4(a) and except for Confidentiality Agreements entered into by each Lender in connection with this Agreement. 


  
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	9.14.	USA Patriot Act Notice, Etc. The Facility Agent and each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) or any similar “know your customer” or other similar checks under all applicable laws and regulations, it is required to obtain, verify and
record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender to identify such Borrower in accordance with the Patriot Act or any similar
“know your customer” or other similar checks under all applicable laws and regulations. 

  

	9.15.	Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into Euro, or to convert a
sum due hereunder in Euro into Dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the Equivalent thereof on the Business Day preceding that on which final judgment is
given. 

 (b) The obligation of any Borrower in respect of any sum due from it in Euro or Dollars (the
“Primary Currency”) to any Lender or any Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business Day following receipt by such Lender or such Agent (as the
case may be), of any sum adjudged to be so due in such other currency, such Lender or such Agent (as the case may be) may in accordance with normal banking procedures purchase the applicable Primary Currency with such other currency; if the amount
of the applicable Primary Currency so purchased is less than such sum due to such Lender or such Agent (as the case may be) in the applicable Primary Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to
indemnify such Lender or such Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to any Lender or such Agent (as the case may be) in the applicable Primary Currency,
such Lender or such Agent (as the case may be) agrees to remit to the applicable Borrower such excess. 
 [Signature pages
omitted.] 

  
 52 









 EXHIBIT A - FORM OF 
 REVOLVING CREDIT NOTE 
 Dated:
                                    ,
20     

$                         
            
 FOR VALUE RECEIVED, the undersigned, [NAME OF
BORROWER], a                                  corporation (the
“Borrower”), HEREBY PROMISES TO PAY to the order of
                                 (the “Lender”) for the account
of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of $[amount of the Lender’s Revolving Credit Commitment in figures] or, if less, the aggregate principal
amount of the Revolving Credit Advances outstanding on the Termination Date made by the Lender to the Borrower pursuant to the Credit Agreement, dated as of 25 October 2011 among Philip Morris International Inc., the Lender and certain other
lenders party thereto, Citibank International plc, as Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc.,
Goldman Sachs International, HSBC Bank plc, J.P. Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners for such Lenders (as amended or modified from time to time, the
“Credit Agreement;” the terms defined therein being used herein as therein defined). 
 The Borrower
promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rate, and payable at such times, as are specified
in the Credit Agreement. 
 Both principal and interest in respect of each Revolving Credit Advance are payable in Euro or
Dollars, as the case may be, to Citibank International plc, as Facility Agent, for the account of the Lender at the office of Citibank International plc, located in London, England for payments in Euro or New York, New York for payments in Dollars,
in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed
on the grid attached hereto which is part of this Promissory Note. 
 This Promissory Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, (ii) contains provisions for determining
the Dollar Equivalent of Advances denominated in Euro and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on








 
account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. 
 This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. 

 

	
	[NAME OF BORROWER]
	
	By                             
                                         
                           
	Name:
	Title:



  
 2 








 REVOLVING CREDIT LOANS AND PAYMENTS OF PRINCIPAL 

 

													
	 Date
	 	 Type of

Revolving

Credit

Advance
	 	 Amount of

Revolving

Credit

Advance
	 	 Interest

Rate
	 	 Amount

of

Principal

Paid
 or
Prepaid
	 	 Unpaid

Principal

Balance
	 	 Notation

Made By

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


  
 3 








 EXHIBIT B-1 - FORM OF NOTICE OF 

REVOLVING CREDIT BORROWING 
 [Date] 
 Citibank International plc, as Facility Agent 

for the Lenders party 
 to the Credit Agreement 
 referred to below 

Attention: Loans Agency 
 Ladies and Gentlemen:

 [NAME OF BORROWER], refers to the Credit Agreement, dated as of 25 October 2011 (as amended or modified from time to time, the
“Credit Agreement,” the terms defined therein being used herein as therein defined), among Philip Morris International Inc., the Lenders party thereto and Citibank International plc, as Facility Agent, Citibank, N.A., as Swingline
Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Limited, RBS Securities Inc. and
Société Générale, as Mandated Lead Arrangers and Bookrunners, and hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement that the undersigned hereby requests a Revolving Credit
Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.3(a) of the Credit
Agreement: 
  

	 	(i)	The date of the Proposed Revolving Credit Borrowing is             ,
201    . 

  

	 	(ii)	 The Type of Advances comprising the Proposed Revolving Credit Borrowing is [EURIBOR Advances] [LIBOR Advances]. 



 

	 	(iii)	The aggregate amount of the Proposed Revolving Credit Borrowing is [EUR][$][            ].


  

	 	(iv)	The initial Interest Period for each [EURIBOR][LIBOR] Advance made as part of the Proposed Revolving Credit Borrowing is
             month(s). 

  

	 	(v)	Account to credit with funds:                     .


 The undersigned, as applicable, hereby certifies that the following statements are true on the date hereof, and
will be true on the date of the Proposed Revolving Credit Borrowing: 

  
 1 








 (a) the representations and warranties contained in Section 4.1 of the
Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (i) thereof)) are correct, before and after giving effect to the Proposed Revolving
Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; 
 [if
the Borrower is a Designated Subsidiary: the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct, before and after giving effect to the Proposed Revolving Credit Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date;] 
 (b) after giving effect to the
application of the proceeds of all Borrowings on the date of such Revolving Credit Borrowing (together with any other resources of the Borrower applied together therewith), no event has occurred and is continuing, or would result from such Revolving
Credit Borrowing, that constitutes a Default or Event of Default; 
 (c) if such Proposed Revolving Credit
Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of the Borrower’s or PMI’s capital stock or the capital
stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b) of the Credit Agreement,
the statement in clause (b) above will be true on a pro forma basis as if such transaction or purchase shall have been completed; and 
 (d) the aggregate principal amount of the Proposed Revolving Credit Borrowing and all other Revolving Credit Borrowings to be made on the same day under the Credit Agreement is within the aggregate unused
Revolving Credit Commitments of the Lenders, with any such determination having been made after giving effect to a calculation of the Equivalent in Dollars of any outstanding Borrowings or Proposed Revolving Credit Borrowings that are
denominated in Euro. 
  

			
	Very truly yours,
	
	PHILIP MORRIS INTERNATIONAL INC.
	
	By                           
                                         
      
	Name:	 	
	Title:	 	
	
	[NAME OF BORROWER]
	
	By                           
                                         
      
	Name:	 	
	Title:	 	



  
 2 








 EXHIBIT B-2 - FORM OF NOTICE OF 

SWINGLINE BORROWING 
 [Date] 
 Citibank N.A., as Swingline Agent 

for the Lenders party to the Credit Agreement 
 referred to below 
 Attention: Loans Agency 

Ladies and Gentlemen: 
 [NAME OF BORROWER],
refers to the Credit Agreement, dated as of 25 October 2011 (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Philip Morris International
Inc., the Lenders party thereto and Citibank International plc, as Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank
Securities Inc., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners, and hereby gives you notice, irrevocably, pursuant to
Section 2.9 of the Credit Agreement that the undersigned hereby requests a Swingline Borrowing under the Credit Agreement, and in that connection sets forth the terms on which such Swingline Borrowing (the “Proposed Swingline
Borrowing”) is requested to be made: 
  

	 	(i)	 The date of the Proposed Swingline Borrowing is             ,
201    .1



  

	 	(ii)	The aggregate amount of the Proposed Swingline Borrowing is $[            ].


  

	 	(iii)	The Interest Period for each LIBOR Advance made as part of the Proposed Swingline Borrowing is
             day(s). 

  

	 	(iv)	Account to credit with funds:                     .


 The undersigned, as applicable, hereby certifies that the following statements are true on the date hereof, and
will be true on the date of the Proposed Swingline Borrowing: 
  

 

	1 	 Pursuant to Section 2.9(a), the Date of Borrowing can be the same date as the notice; provided the notice is given to the Facility Agent on such
date by 12:00 P.M. (New York time) subject to Section 2.11. 









 (a) the representations and warranties contained in Section 4.1 of the
Credit Agreement (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (i) thereof)) are correct, before and after giving effect to the Proposed Swingline
Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; 
 [if the
Borrower is a Designated Subsidiary: the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct, before and after giving effect to the Proposed Swingline Borrowing and to the application of
the proceeds therefrom, as though made on and as of such date;] 
 (b) after giving effect to the application of
the proceeds of all Borrowings on the date of such Swingline Borrowing (together with any other resources of the Borrower applied together therewith), no event has occurred and is continuing, or would result from such Proposed Swingline Borrowing,
that constitutes a Default or Event of Default; 
 (c) if such Swingline Borrowing is in an aggregate principal
amount equal to or greater than $500,000,000 and is being made in connection with any purchase of shares of the Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the
assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b) of the Credit Agreement, the statement in clause (b) above will be true on a pro forma
basis as if such transaction or purchase shall have been completed; and 
 (d) the aggregate principal amount of
the Proposed Swingline Borrowing and all other Swingline Borrowings to be made on the same day under the Credit Agreement is within the aggregate unused Swingline Commitments of the Lenders, with any such determination having been made after
giving effect to a calculation of the Equivalent in Dollars of any outstanding Borrowings that are denominated in Euro. 
  

			
	Very truly yours,
	
	PHILIP MORRIS INTERNATIONAL INC.
	
	By                           
                                         
              
	Name:	 	
	Title:	 	
	
	[NAME OF BORROWER]
	
	By                           
                                         
              
	Name:	 	
	Title:	 	



  
 2 








 EXHIBIT C - FORM OF 
 ASSIGNMENT AND ACCEPTANCE 
 Reference is made to the Credit Agreement, dated as of
25 October 2011 (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Philip Morris International Inc., a Virginia corporation, the
Lenders party thereto and Citibank International plc, as Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc.,
Goldman Sachs International, HSBC Bank plc, J.P. Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners for such Lenders. 

The “Assignor” and the “Assignee” referred to on Schedule 1 hereto agree as follows: 

1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in
and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement. After giving
effect to such sale and assignment, the Assignee’s Commitment and the amount of the Advances owing to the Assignee will be as set forth on Schedule 1 hereto. Each of the Assignor and the Assignee represents and warrants that it is authorized to
execute and deliver this Assignment and Acceptance. 
 2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and
(iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or PMI or the performance or observance by any Borrower or PMI of any of its obligations under the Credit Agreement
or any other instrument or document furnished pursuant thereto. 
 3. The Assignee (i) confirms that it has received a copy
of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1(e) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon Citibank International plc, as Facility Agent, any other Agent, the Assignor or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee (if the Assignee is not a Qualifying Bank, the assignment
shall not be effective without the written approval of PMI, which approval shall be notified to the Facility Agent); (iv) represents that (A) the source of any funds it is using to acquire the Assignor’s interest or to make any
Advance is not and will not be plan assets as defined under the regulations of the Department of Labor of 







 
any Plan subject to Title I of ERISA or Section 4975 of the Code or (B) the assignment or Advance is not and will be not be a non-exempt prohibited transaction as defined in
Section 406 of ERISA; (v) appoints and authorizes Citibank International plc, as Facility Agent, to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to Citibank
International plc, as Facility Agent, by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms
of the Credit Agreement are required to be performed by it as a Lender; and (vii) confirms that it has signed a confidentiality agreement substantially in the form attached as Exhibit H to the Credit Agreement. 

4. This Assignment and Acceptance will be delivered to Citibank International plc, as Facility Agent, for acceptance and recording by
Citibank International plc, as Facility Agent following its execution. The effective date for this Assignment and Acceptance (the “Effective Date”) shall be the date of acceptance hereof by Citibank International plc, as Facility
Agent, unless otherwise specified on Schedule 1 hereto. 
 5. Upon such acceptance and recording by Citibank International plc,
as Facility Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 
 6. Upon such acceptance and recording by Citibank International plc, as Facility Agent, from and after the Effective Date, Citibank International plc, as Facility Agent, shall make all payments under the
Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the Assignee for amounts which have accrued from and after the Effective Date. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly
between themselves. 
 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the
State of New York. 
 8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and
Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. 

IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their
officers thereunto duly authorized as of the date specified thereon. 

  
 2 








 Schedule 1 
 to 
 Assignment and Acceptance 

 

			
	 Percentage interest assigned:
	  	    %
		
	 Assignee’s Revolving Credit Commitment:
	  	$            
		
	 (including, if applicable, Assignee’s Swingline Commitment
$            )
	  	
		
	 Aggregate outstanding principal amount of
	  	
	 Revolving Credit Advances assigned:
	  	EUR/$            
		
	 Effective Date1:
	  	            , 201    

  

			
	 [NAME OF ASSIGNOR], as Assignor

	
	
By                       
                                         
           

	 Title:
	 	
		
	 Dated:
	 	             ,
201    

	
	 [NAME OF ASSIGNEE], as Assignee

	
	
By                       
                                         
          

	 Title:
	 	
		
	 Dated:
	 	             ,
201    

	
	 Applicable Lending Office: [Address]



 Accepted this 
      day of             , 201     

CITIBANK INTERNATIONAL PLC, as Facility Agent 
  

			
	
By                       
                                         
          

	 Title:
	 	
	
	 [Approved this      day

 
 of             ,
201    

	
	 [NAME OF BORROWER]1

	
	
By                       
                                         
          

	 Title:
	 	

  
  

	1 	 This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to Citibank International plc, as Facility
Agent. 



	1 	 Required if the Assignee is an Eligible Assignee solely by reason of clause (v) of the definition of “Eligible Assignee.”










 EXHIBIT D - FORM OF 
 DESIGNATION AGREEMENT 
 [Date]1           
      
 Citibank International plc, as Facility Agent 

for the Lenders party to the Credit Agreement 
 referred to below 
 Ladies and Gentlemen: 

Reference is made to the Credit Agreement, dated as of 25 October 2011 (as amended or modified from time to time, the
“Credit Agreement,” the terms defined therein being used herein as therein defined), among Philip Morris International Inc., [certain other Borrowers party thereto], the Lenders party thereto and Citibank International plc, as
Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs International, HSBC Bank plc, J.P. Morgan
Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners for such Lenders. 
 Please be advised that PMI hereby designates its undersigned wholly-owned Subsidiary,              (“Designated
Subsidiary”), as a “Designated Subsidiary” under and for all purposes of the Credit Agreement. 
 The
Designated Subsidiary, in consideration of each Lender’s agreement to extend credit to it under and on the terms and conditions set forth in the Credit Agreement, does hereby assume each of the obligations imposed upon a “Designated
Subsidiary” and a “Borrower” under the Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Subsidiary hereby represents and warrants to each
Lender as follows: 
 (a) The Designated Subsidiary is duly organized, validly existing and in good standing
under the laws of                     . 
 (b) The execution, delivery and performance by the Designated Subsidiary of this Designation Agreement and the Notes, if any, to be delivered by it and the performance by the Designated Subsidiary under
the Credit Agreement are within the Designated Subsidiary’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Designated Subsidiary’s charter or by-laws 

 
  

	1 	 For Subsidiaries that are not listed on Schedule 2, date must be at least (i) three Business Days for a Designated Subsidiary organized in the
United States or any political subdivision thereof and (ii) five Business Days for a Designated Subsidiary organized outside the United States, in each case, prior to the date of the initial Advance to such Designated Subsidiary.










 
or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or contractual restriction binding on or affecting it. 

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by the Designated Subsidiary of this Designation Agreement or the Notes, if any, to be delivered by it and the performance by the Designated Subsidiary under the Credit
Agreement. 
 (d) This Designation Agreement is, and the Notes, if any, to be delivered by the Designated
Subsidiary when delivered will be, legal, valid and binding obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with their respective terms, subject to the effect of any applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally and the effect of general principles of equity (regardless of whether such enforceability is sought in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing. 
 (e) There is no pending or threatened action
or proceeding affecting the Designated Subsidiary or any of its Subsidiaries before any court, governmental agency or arbitrator that purports to affect the legality, validity or enforceability of this Designation Agreement, the Credit Agreement or
any Note of the Designated Subsidiary. 
 (f) [The registered address; name, telephone
number, facsimile number and email address of contact person; and internet address, if available, of the Designated Subsidiary are             .]2 

(g) [The Federal employer identification number of the Designated Subsidiary is
            .]2,3 

 

			
	 Very truly yours,

	
	 PHILIP MORRIS INTERNATIONAL INC.

	
	
By                       
                                         
                  

	 Name:
	 	
	 Title:
	 	
	
	 [DESIGNATED SUBSIDIARY]

	
	
By                       
                                         
                      

	 Name:
	 	
	 Title:
	 	


  
  

	2 	 Does not apply to Subsidiaries listed on Schedule II. 



	3 	 Does not apply to Designated Subsidiaries organized outside the United States. 



  
 2 








 EXHIBIT E-1 - FORM OF 
 OPINION OF COUNSEL 
 FOR PMI 

[Letterhead of Hunton & Williams LLP] 
                                   
      [Effective Date] 
 To each of the Lenders party 
 to the Credit Agreement referred to below 
 Philip Morris International Inc.

 Ladies and Gentlemen: 
 This opinion is furnished to you pursuant to Section 3.1(e)(iii) of the Credit Agreement, dated as of 25 October 2011 (the “Credit Agreement”), among Philip Morris International
Inc., the Lenders party thereto and Citibank International plc, as Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank
Securities Inc., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners for such Lenders. Terms defined in the Credit
Agreement are used herein as therein defined. 
 We have acted as counsel for PMI in connection with the preparation, execution
and delivery of the Credit Agreement. 
 In that connection, we have examined the following documents: 

(1) The Credit Agreement. 
 (2) The documents furnished by PMI pursuant to Article 3 of the Credit Agreement. 
 (3) The Articles of Incorporation of PMI and all amendments thereto (the “Charter”). 
 (4) The by-laws of PMI and all amendments thereto (the “By-laws”). 
 We have also examined the originals, or copies certified to our satisfaction, of such corporate records of PMI, certificates of public officials and of officers of PMI and agreements, instruments and
other documents, as we have deemed relevant and necessary as a basis for the opinions expressed below. As to questions of fact material to such opinions, we have, when relevant facts were not independently established by us, relied upon the
representations of PMI set forth in the Credit Agreement and upon certificates of PMI or its officers or of public officials. Whenever the phrase “to our knowledge” is used herein, it refers to the actual knowledge of the attorneys of the
firm involved in the representation of PMI in connection with 







 
the Credit Agreement, without independent investigation. We have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Initial Lenders and Citibank
International plc, as Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs International, HSBC
Bank plc, J.P. Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners. 
 Our opinions expressed below are limited to the law of the Commonwealth of Virginia, the State of New York and the Federal law of the United States. 

Based upon the foregoing and upon such investigation as we have deemed necessary, we are of the following opinion: 

1. PMI is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of
Virginia. 
 2. The execution, delivery and performance by PMI of the Credit Agreement and the Notes, and the
consummation of the transactions contemplated thereby, are within PMI’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Charter or the By-laws or (ii) any law, rule or
regulation applicable to PMI (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or (iii) to our knowledge, any contractual restriction binding on or affecting PMI. The Credit Agreement and any
Notes delivered on the date hereof have been duly executed and delivered on behalf of PMI. 
 3. No
authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by PMI of the Credit Agreement and the
Notes. 
 4. The Credit Agreement is the legal, valid and binding obligation of PMI enforceable against PMI in
accordance with its terms. The Notes issued on the date hereof, if any, are the legal, valid and binding obligations of PMI, enforceable against PMI in accordance with their respective terms. 

The opinion set forth in paragraph 4 above is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing. 
 We express no opinion with respect to: 

(A) The effect of any provision of the Credit Agreement which is intended to permit modification thereof only by means of an agreement in
writing by the parties thereto; 

  
 2 








 (B) The effect of any provision of the Credit Agreement insofar as it provides that any
Person purchasing a participation from a Lender or other Person may exercise set-off or similar rights with respect to such participation or that any Lender or other Person may exercise set-off or similar rights other than in accordance with
applicable law; 
 (C) The effect of any provision of the Credit Agreement imposing penalties or forfeitures; 

(D) The enforceability of any provision of the Credit Agreement to the extent that such provision constitutes a waiver of illegality as a
defense to performance of contract obligations; or 
 (E) The effect of any provision of the Credit Agreement relating to
indemnification or exculpation in connection with violations of any securities laws or relating to indemnification, contribution or exculpation in connection with willful, reckless or criminal acts or gross negligence of the indemnified or
exculpated Person or the Person receiving contribution. 
 In connection with the provisions of the Credit Agreement which
relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that under NYCPLR § 510, a New York State court may have discretion to transfer the
place of trial, and under 28 U.S.C. § 1404(a), a United States District Court has discretion to transfer an action from one Federal court to another. 
 This opinion is being furnished to you pursuant to Section 3.1(e)(iii) of the Credit Agreement, is solely for the benefit of you and your counsel, and is not intended for, and may not be relied upon
by, any other person or entity without our prior written consent. We undertake no duty to inform you of events occurring subsequent to the date hereof. 

 

	
	 Very truly yours,




  
 3 








 EXHIBIT E-2 - FORM OF 
 OPINION OF COUNSEL 
 FOR PMI 

[Effective
Date]                         
 To each of the Lenders party 
 to the Credit Agreement referred to below

 Philip Morris International Inc. 
 Ladies and Gentlemen: 
 This opinion is furnished to you pursuant to
Section 3.1(e)(iii) of the Credit Agreement, dated as of 25 October 2011 (the “Credit Agreement”), among Philip Morris International Inc. (“PMI”), the Lenders party thereto and Citibank International
plc, as Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs International, HSBC Bank plc, J.P.
Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners for such Lenders. Terms defined in the Credit Agreement are used herein as therein defined. 

I and members of my staff have acted as counsel for PMI in connection with the preparation, execution and delivery of the Credit
Agreement. 
 In that connection, we have examined originals, or copies certified to our satisfaction, of such corporate records
of PMI, certificates of public officials and of officers of PMI, and agreements, instruments and other documents, as we have deemed relevant and necessary as a basis for the opinions expressed below. As to questions of fact material to such
opinions, we have, when relevant facts were not independently established by us, relied upon certificates of PMI or its officers or of public officials. 
 Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the opinion that, to the best of my knowledge, (i) there is no pending or threatened action or proceeding
against PMI or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”) that purports to affect the legality, validity, binding effect or enforceability of the Credit Agreement or the Notes, if
any, or the consummation of the transactions contemplated thereby, and (ii) except for Proceedings disclosed in PMI’s Annual Report on Form 10-K for the year ended 31 December 2010, Quarterly Reports on Form 10-Q for the quarters
ended 31 March 2011 and 30 June 2011, any Current Report on Form 8-K filed subsequent to 31 December 2010, but prior to 25 October 2011 and, with respect to Proceedings commenced after the date of such filing but prior to
25 October 2011, a certificate delivered to the Lenders and attached hereto, there are no Proceedings that are likely to have a materially adverse effect upon the financial position or results of operations of PMI and its Subsidiaries taken as
a whole. 
  

	
	 Very truly yours,










 EXHIBIT F - FORM OF 
 OPINION OF COUNSEL 
 FOR DESIGNATED SUBSIDIARY 

[Effective Date]           

To each of the Lenders party 

to the Credit Agreement referred to below 
 Philip Morris International Inc. 
 Ladies and Gentlemen: 

This opinion is furnished to you pursuant to Section 3.2(e) of the Credit Agreement, dated as of 25 October 2011 (the
“Credit Agreement”), among Philip Morris International Inc., the Lenders party thereto and Citibank International plc, as Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays
Capital, BNP Paribas, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead
Arrangers and Bookrunners for such Lenders. Terms defined in the Credit Agreement are used herein as therein defined. 
 We have
acted as counsel for              (the “Designated Subsidiary”) in connection with the preparation, execution and delivery of the Designation Agreement. 

In that connection, we have examined the following documents: 

(1) The Designation Agreement. 
 (2) The Credit Agreement. 
 (3) The documents furnished by the
Designated Subsidiary pursuant to Article 3 of the Credit Agreement. 
 (4) The [Articles] [Certificate] of
Incorporation of the Designated Subsidiary and all amendments thereto (the “Charter”). 
 (5)
The by-laws of the Designated Subsidiary and all amendments thereto (the “By-laws”). 
 We have also examined
the originals, or copies certified to our satisfaction, of such corporate records of the Designated Subsidiary, certificates of public officials and of officers of the Designated Subsidiary, and agreements, instruments and other documents, as we
have deemed relevant and necessary as a basis for the opinions expressed below. As to questions of fact material to such opinions, we have, when relevant facts were not independently established by us, relied upon certificates of the Designated
Subsidiary or its officers or of public officials. We have assumed the due execution and delivery, pursuant to due authorization, of the Credit 







 
Agreement by the Initial Lenders and Citibank International plc, as Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit
Suisse AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners.

 Based upon the foregoing and upon such investigation as we have deemed necessary, we are of the following opinion:

 1. The Designated Subsidiary is a corporation duly organized, validly existing and in good standing under the
laws of             . 
 2. The execution,
delivery and performance by the Designated Subsidiary of the Designation Agreement and the Notes, if any, to be delivered by it, the performance by the Designated Subsidiary under the Credit Agreement and the consummation of the transactions
contemplated thereby, are within the Designated Subsidiary’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Charter or the By-laws or (ii) any law, rule or regulation
applicable to the Designated Subsidiary (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or (iii) to our knowledge, any contractual restriction binding on or affecting the Designated
Subsidiary. The Designation Agreement and the Notes, if any, delivered by the Designated Subsidiary on the date hereof have been duly executed and delivered on behalf of the Designated Subsidiary. 

3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or
regulatory body or any other third party is required for the due execution, delivery and performance by the Designated Subsidiary of the Designation Agreement or the Notes, if any, delivered by the Designated Subsidiary and the performance by the
Designated Subsidiary under the Credit Agreement. 
 4. The Designation Agreement and the Credit Agreement are
the legal, valid and binding obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with their respective terms. The Notes issued on the date hereof, if any, by the Designated Subsidiary are the legal,
valid and binding obligations of the Designated Subsidiary, enforceable against the Designated Subsidiary in accordance with their respective terms. 
 5. There is, to the best of my knowledge, no pending or threatened action or proceeding against the Designated Subsidiary or any of its Subsidiaries before any court, governmental agency or arbitrator
that purport to affect the legality, validity, binding effect or enforceability of the Designation Agreement, the Credit Agreement or any of the Notes delivered by the Designated Subsidiary, if any, or the consummation of the transactions
contemplated thereby. 

  
 2 








 The opinion set forth in paragraph 4 above is subject to the effect of any applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally and to the effect of general principles of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing. 
 Very truly yours, 

  
 3 








 EXHIBIT G 
 FORM OF OPINION OF COUNSEL 
 FOR CITIBANK INTERNATIONAL PLC, 

AS FACILITY AGENT 

[Letterhead of Simpson Thacher & Bartlett LLP] 

[Effective Date] 
 Citibank International plc, 
 as Facility Agent, 

Citibank, N.A., 
 as Swingline
Agent, 
 and 
 The Lenders listed on
Schedule I hereto 
 which are parties to the Credit Agreement 

on the date hereof 
  

					
	Re:	  	Credit Agreement dated as of 25 October 2011 (the “Credit Agreement”) among Philip Morris International Inc. (the “Company”), the lending
institutions identified in the Credit Agreement (the “Lenders”), Citibank International plc, as Facility Agent, Citibank, N.A., as Swingline Agent, and Citigroup Global Markets Limited, Barclays Capital, BNP Paribas, Credit Suisse
AG, Cayman Islands Branch, Deutsche Bank Securities Inc., Goldman Sachs International, HSBC Bank plc, J.P. Morgan Limited, RBS Securities Inc. and Société Générale, as Mandated Lead Arrangers and Bookrunners	  	

 Ladies and Gentlemen: 
 We have acted as counsel to Citibank International plc, as Facility Agent, and Citibank, N.A., as Swingline Agent, in connection with the preparation, execution and delivery of the Credit Agreement.








 This opinion is delivered to you pursuant to Section 3.1(e)(iv) of the Credit
Agreement. Terms used herein which are defined in the Credit Agreement shall have the respective meanings set forth in the Credit Agreement, unless otherwise defined herein. 
 In connection with this opinion, we have examined a copy of the Credit Agreement signed by the Company and by the Facility Agent, the Swingline Agent and the Lenders. 

In addition, we have examined, and relied as to matters of fact upon, the documents delivered to you at the closing, and upon originals,
or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such
other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. In addition, we have
relied as to certain matters of fact upon the representations made in the Credit Agreement. 
 In rendering the opinion set
forth below we have assumed that (1) the Credit Agreement is a valid and legally binding obligation of each party thereto other than the Company, (2) the Company is validly existing and in good standing under the laws of the jurisdiction
in which it is organized and has duly authorized, executed and delivered the Credit Agreement in accordance with its organizational documents, (3)(a) execution, delivery and performance by the Company of the Credit Agreement do not violate, or
require any consent not obtained under, the laws of the jurisdiction in which it is organized or any other applicable laws or any order known to us issued by any court or governmental agency or body and (c) execution, delivery and performance
by the Company of the Credit Agreement will not breach or result in a default under or result in the creation of any lien upon or security interest in the Company’s properties pursuant to the terms of any agreement or instrument that is binding
on the Company; and (4) the Company is not an “investment company” within the meaning of and subject to regulation under the Investment Company Act of 1940, as amended. 

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that
the Credit Agreement constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms. 
 Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) the effects of the possible judicial application of
foreign laws or foreign governmental or judicial action affecting creditors’ rights. 
 We express no opinion with respect
to: 







 (A) the effect of any provision of the Credit Agreement that is intended to permit
modification thereof only by means of an agreement in writing by the parties thereto; 
 (B) the effect of any provision of the
Credit Agreement insofar as it provides that any Person purchasing a participation from a Lender or other Person may exercise set-off or similar rights with respect to such participation or that any Lender or other Person may exercise set-off or
similar rights other than in accordance with applicable law; 
 (C) the effect of any provision of the Credit Agreement imposing
penalties or forfeitures; 
 (D) the enforceability of any provision of the Credit Agreement to the extent that such provision
constitutes a waiver of illegality as a defense to performance of contract obligations; or 
 (E) the effect of any provision of
the Credit Agreement relating to indemnification or exculpation in connection with violations of any securities laws or relating to indemnification, contribution or exculpation in connection with willful, reckless or criminal acts or gross
negligence of the indemnified or exculpated Person or the Person receiving contribution. 
 In connection with the provisions of
the Credit Agreement whereby the parties submit to the jurisdiction of the courts of the United States of America located in the State of New York, we note the limitation of 28 U.S.C. §§ 1331 and 1332 on subject matter jurisdiction of the
federal courts. In connection with the provisions of the Credit Agreement which relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that
under NYCPLR § 510, a New York State court may have discretion to transfer the place of trial, and under 28 U.S.C. § 1404(a), a United States district court has discretion to transfer an action from one federal court to another.

 We do not express any opinion herein concerning any law other than the law of the State of New York and the federal law of
the United States. 
 This opinion letter is rendered to you in connection with the above described transaction. This opinion
letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent. This opinion letter may be furnished to, but may not be relied upon by, a
regulatory authority entitled to request it. 
 Very truly yours, 







 EXHIBIT H - FORM OF 
 CONFIDENTIALITY AGREEMENT 
  

			
	To:	    	[NAME OF BANK]
		
	Date:	    	            , 20    
		
	Subject:	    	Philip Morris International Inc. $3,500,000,000 Revolving Credit Facility (the “Facility”)

 In connection with the Facility for Philip Morris International Inc. (the “Company”), you will be
receiving certain information which is non-public, confidential or proprietary in nature. That information and any other information, regardless of form, whether oral, written or electronic, concerning the Company, its subsidiaries or the Facility
furnished to you by [NAME OF LENDER] or the Company or any of their respective Representatives in connection with the Facility (at any time on, before or after the date of this Agreement), together with analyses, compilations or other materials
prepared by you or your Representatives which contain or otherwise reflect such information or your review of the Facility is hereinafter referred to as the “Information.” As used herein, “Representatives” refers to
affiliates, directors, officers, employees, agents, auditors, attorneys, consultants or advisors. In consideration of your receipt of the Information, you agree that: 
  

	 	1.	You will not, without the prior written consent of the Company, use, either directly or indirectly, any of the Information except in connection with the Facility.


  

	 	2.	You agree to reveal the Information only to your Representatives who need to know the Information for the purpose of evaluating the Facility, who are informed by you of
the confidential nature of the Information, and who agree to be bound by the terms and conditions of this Agreement. You agree to be responsible for any breach of this Agreement by any of your Representatives and to indemnify and hold the Company
and its Representatives harmless from and against any and all liabilities, claims, causes of action, costs and expenses (including attorney fees and expenses) arising out of the breach of this Agreement by you or your Representatives.


  

	 	3.	Without the prior written consent of the Company you shall not disclose to any person (except as otherwise expressly permitted herein) the fact that the Information has
been made available, that discussions are taking place between the Company and any financial institution concerning the Facility, or any of the terms, conditions or other facts with respect thereto (including the status thereof), or that the
Facility has been consummated. 

  

	 	4.	 This Agreement shall be inoperative as to any portion of the Information that (i) is or becomes generally available to the public on a
non-confidential basis through no fault or action by you or your Representatives, or (ii) is or becomes available to you on a non-confidential basis from a source other than the Company, [NAME











	 	
OF LENDER] or their respective Representatives, which source, to the best of your knowledge, is not prohibited from disclosing such Information to you by a contractual, legal or fiduciary
obligation to the Company, [NAME OF LENDER] or their respective Representatives. 

  

	 	5.	You may disclose the Information at the request of any regulatory or supervisory authority having jurisdiction over you, provided that you request confidential
treatment of such Information to the extent permitted by law, provided that, insofar as practicable, you notify the Company in advance of such disclosure pursuant to the following paragraph. 


 

	 	6.	In the event that you or anyone to whom you transmit the Information pursuant to this Agreement becomes legally compelled to disclose any of the Information or the
existence of the Facility, you shall provide the Company with notice of such event promptly upon your obtaining knowledge thereof (provided that you are not otherwise prohibited by law from giving such notice) so that the Company may seek a
protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, you shall furnish only that portion of the Information that is legally required and shall disclose the Information in a manner
reasonably designed to preserve its confidential nature. 

  

	 	7.	In the event that discussions with you concerning the Facility are discontinued or your relationship with [NAME OF LENDER] with respect to the Facility is otherwise
terminated, you shall deliver to the Company the copies of the Information that were furnished to you by or on behalf of the Company and represent to the Company that you have destroyed all other copies thereof, provided that you may maintain copies
of the Information, subject to the terms of this Agreement, as required by law or regulations or document retention policies applicable to you. All of your obligations hereunder and all of the rights and remedies of the Company and [NAME OF LENDER]
hereunder shall survive any discontinuance of discussions, termination of your relationship or any return or destruction of the Information. 

  

	 	8.	You acknowledge that disclosure of the Information in violation of the terms of this Agreement could have material adverse consequences, and agree that, in the event of
any breach by you or your Representatives of this Agreement, the Company and its Representatives will be entitled to equitable relief (including injunction and specific performance) in addition to all other remedies available to them at law or in
equity. 

  

	 	9.	The obligations set forth in this Agreement shall survive until the earlier of (i) five years from the date of this Agreement or (ii) the termination of the
Facility. 

  

	 	10.	This agreement shall be governed by, and construed in accordance with, the laws of the State of New York without consideration to its conflicts of laws provisions.


 This agreement is in addition to and does not supersede the confidentiality agreements contained in any credit agreements of
any affiliate of the Company to which you are a party. It is 







 
understood and agreed that the Company, [NAME OF LENDER] and their respective Representatives may rely on this Agreement. 
 ACCEPTED AND AGREED as of the date written above: 
 [NAME OF BANK] 

 

			
	
By                  
                                         
               

	 Name:
	 	
	 Title: