Amendment No. 2 to the Credit Agreement, dated September 18, 2023

Dated as of September 18, 2023

AMENDMENT NO. 2 TO THE FIVE YEAR CREDIT AGREEMENT (this “Amendment”) by and among 3M COMPANY, a Delaware corporation (the “Company”), the Banks (as defined below) party hereto and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (the “Agent”).

(1)    The Company, the banks, financial institutions and other institutional lenders party thereto (collectively, the “Banks”) and the Agent are parties to that certain Five Year Credit Agreement, dated as of May 11, 2023 (as amended by that certain Amendment No. 1 to the Credit Agreement, dated as of July 7, 2023, the “Existing Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Credit Agreement.

(2)    At the request of the Company, the Agent and the Banks party hereto (constituting the Required Banks) have agreed to amend certain provisions of the Existing Credit Agreement, as provided below, upon the terms and conditions herein contained (the Existing Credit Agreement as so amended, the “Amended Credit Agreement”).

SECTION 1.Amendment to Credit Agreement.

    (a) Section 1.1 of the Existing Credit Agreement is hereby amended to replace the definition of “EBITDA” contained therein in its entirety with the following:

    “‘EBITDA’ means, for any period, determined on a consolidated basis for the Borrower and its Subsidiaries, net income (or net loss) (determined in accordance with GAAP) for such period plus

    (a) the sum of (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) extraordinary, unusual or non-recurring charges (provided that the aggregate amount added back to net income (or net loss) for any twelve month period pursuant to this clause (v) shall not exceed $1,250,000,000), (vi) all losses arising from the extinguishment of indebtedness, (vii) other non-cash charges (including, without limitation, impairment charges, non-cash operating costs and non-cash share based compensation expense), (viii) charges related to, arising out of or in connection with the June 2023 PWS Settlement and (ix) charges related to, arising out of or in connection with the CAE Settlement, less

    (b) the sum of the following, without duplication, to the extent included in the determination of net income for such period: (i) extraordinary, unusual or non-recurring income and (ii) other non-cash income (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced net income or EBITDA in any prior period).

Notwithstanding anything to the contrary herein or in any classification under GAAP of any Person, business, assets or operations, in respect of which a definitive agreement for the disposition, abandonment, transfer, closure or discontinuation of operations thereof has been entered into, as discontinued operations, no pro forma effect shall be given to any discontinued operations (and the income or loss attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition, abandonment, transfer, closure or discontinuation of operations shall have been consummated.”

    (b) Section 1.1 of the Existing Credit Agreement is hereby further amended to add the following definition in the correct alphabetical order:

    “‘CAE Settlement’ means the settlement agreement to resolve, to the fullest extent possible, all litigation and alleged claims involving the Combat Arms Earplugs (CAE) sold or manufactured by Aearo Technologies LLC and certain of its related entities and/or the Company, including claims that are part of the multi-district litigation in the Northern District of Florida and, separately, claims in the coordinated state court action in Minnesota, as well as future claims that may be filed, and in connection with which, if all conditions therein are met, the Borrower will contribute a total amount of $6.01 billion between 2023 and 2029, which is structured under the settlement to include $5.01 billion in cash consideration and $1 billion in Borrower common stock, par value $0.01 per share, all as described in the Master Settlement Agreements dated as of August 29, 2023 and the Borrower’s Form 8-K dated August 29, 2023.”

SECTION 2.Conditions of Effectiveness. This Amendment shall become effective on and as of the date (the “Amendment Effective Date”) the Agent shall have received counterparts of this Amendment executed by the Company, the Agent and the Required Banks.

SECTION 3.Reference to and Effect on the Loan Documents. (a) On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, and each reference in any other Loan Document to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.

(a)The Existing Credit Agreement and the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank, the Agent or the Company under the Existing Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Existing Credit Agreement or any other Loan Document.

(c)This Amendment shall be deemed a “Loan Document”.

SECTION 4.Costs and Expenses. The Company agrees to pay on demand all costs and expenses incurred by the Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and expenses of counsel for the Agent, in accordance with the terms of Section 3.2 of the Existing Credit Agreement.

SECTION 5.Execution in Counterparts. This Amendment 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 signature page of this Amendment by facsimile transmission or other electronic format shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

SECTION 6.Governing Law; Miscellaneous. This Amendment is governed by the substantive laws of the State of New York. Sections 11.12 and 11.13 of the Existing Credit Agreement are hereby incorporated by reference into this Amendment and shall apply hereto mutatis mutandis.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

By:    /s/ Israel Owodunni    

Name:    Israel Owodunni

Title:    Senior Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., as Agent and as a Bank

By:    /s/ Marlon Mathews    

Name:    Marlon Mathews

Title:    Executive Director

By: /s/ Susan M. Olsen                    

Name: Susan M. Olsen

Title: Vice President

BRANCH, as a Lender

By: /s/ Marko Lukin                    

Name: Marko Lukin

Title: Vice President

By: /s/ Alison Lugo                    

Name: Alison Lugo

Title: Vice President

By: /s/ John Dorost                

Name: John Dorost

Title: Vice President

By: /s/ Charlene Saldanha                

Name: Charlene Saldanha

Title: Vice President

By: /s/ Michael Pearce                 

Name: Emma Petersen

Title: Managing Director

By: /s/ Nadar Tannous                    

Name: Nadar Tannous

Title: Managing Director

GOLDMAN SACHS BANK USA, as a lender

By: /s/ Dan Martis                    

Name: Dan Martis

Title: Authorized Signatory

MORGAN STANLEY BANK, N.A., as Lender

By: /s/ Jack Kuhns                    

Name: Jack Kuhns

Title: Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Bank

By: /s/ Daniel K. Kinasz                

Name: Daniel K. Kinasz

Title: Vice President

BANCO SANTANDER S.A., NEW YORK BRANCH, as Bank

By: /s/ Andres Barbosa                

Name: Andres Barbosa

Title: Managing Director

By: /s/ Rita Walz-Cuocioli                

Name: Rita Walz-Cuocioli

Title: Executive Director

By: /s/ Raymond Qiao                    

Name: Raymond Qiao

Title: Executive Vice President

By: /s/ Patrick Mueller                

Name: Patrick Mueller

Title: Managing Director

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,

as Bank

By: /s/ Xuan Zhang                    

Name: Xuan Zhang

Title: Assistant Vice President

By: /s/ Pinyen Shih                    

Name: Pinyen Shih

Title: Executive Director

THE BANK OF NEW YORK MELLON, as

Bank

By: /s/ Tak Cheng                    

Name: Tak Cheng

Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, as

Bank

By: /s/ Tyrone Parker                    

Name: Tyrone Parker

Title: Vice President

By: /s/ Nelson Chou                    

Name: Nelson Chou

Title: SVP & Head of Corporate Banking Department

By: /s/ Sukriti Jain                    

Name: Sukriti Jain

Title: Vice President, Corporate Client Group Finance

By: /s/ Beatrice Wassing                

Name: Beatrice Wassing

Title: Senior Vice President

By: /s/ Nancy D’Albert                

Name: Nancy D’Albert

Title: Vice President

By: /s/ Jack Stibich                    

Name: Jack Stibich

Title: Officer