Extension Agreement, dated as of January 24, 2024 among PMI, the lenders named therein, and Citibank Europe plc, UK Branch (legal successor to Citibank International Limited), as administrative agent

EX-10.1 2 tm243707d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Execution Version

EXTENSION AGREEMENT

This Extension of the Credit Agreement (this “Agreement”), dated as of 24 January 2024, among PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (“PMI”), the financial institutions and other institutional lenders from time to time parties to the Credit Agreement referred to below that have agreed to extend their commitments (the “Extending Lenders”), DBS Bank, Ltd., as a new lender (the “New Lender” and, together with the Extending Lenders, the “Lenders”), and CITIBANK EUROPE PLC, UK BRANCH (legal successor to Citibank International Limited), as Administrative Agent.

WHEREAS, PMI, the Extending Lenders and the Administrative Agent are parties to that certain Credit Agreement relating to the Revolving Credit Facility, dated as of 12 February 2013 (as amended or modified from time to time, the “Credit Agreement”);

WHEREAS, PMI, the Extending Lenders and the Administrative Agent desire to extend the term of the Credit Agreement; and

WHEREAS, the New Lender, which is not an existing lender, has agreed to become a lender under the Credit Agreement, as extended hereby, and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.            Definitions. Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Credit Agreement.

2.            Extension. Each of the undersigned Extending Lenders hereby agrees to extend, effective 30 January 2024, its Commitment as set forth in Schedule 4 (Commitments) attached hereto and extend the Maturity Date under the Credit Agreement, for a 364-day period to 28 January 2025 pursuant to Section 2.19 of the Credit Agreement.

3.            Joinder to Credit Agreement.

(a)            The New Lender hereby agrees to become a party to the Credit Agreement as extended hereby and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein.

(b)            The New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, and (B) (x) the source of any funds it is using 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 (y) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in Section 406 of ERISA; (ii) 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 Agreement; (iii) agrees that it will, independently and without reliance upon the Administrative Agent 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; (iv) appoints and authorizes the Administrative 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 the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.

(c)            Pursuant to the terms hereof, the New Lender shall (i) be a party to the Credit Agreement, (ii) be a Lender for all purposes of the Credit Agreement, (iii) 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 under the Credit Agreement; and (iv) have the rights and obligations of a Lender under the Credit Agreement.

(d)            The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 9.2 of the Credit Agreement are as set forth in the New Lender’s administrative questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the New Lender in a notice to the Administrative Agent.

4.            Concerning Commitments.

(a)            Schedule 4 (Commitments) is hereby deleted in its entirety and is replaced with Schedule 4 (Commitments) attached hereto.

(b)            Each Person whose name appears on Schedule 4 (Commitments) attached hereto acknowledges and agrees that, on and as of the effective date of this Agreement, such Person shall be a Lender under the Credit Agreement as extended hereby and shall have a Commitment as set forth next to the name of such Person on Schedule 4 (Commitments) attached hereto. Each party hereto acknowledges and agrees that, on and as of the effective date of this Agreement, Schedule 4 (Commitments) attached hereto sets forth all the Commitments of all the Lenders.

5.            Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and other related documents are and shall remain in full force and effect and are hereby ratified and confirmed.

6.            Effective Date. This Agreement shall become effective on 30 January 2024.

7.            Condition Precedent. On or prior to the date hereof, the Administrative Agent shall have received this Agreement, duly executed and delivered by PMI and the Lenders.

8.            Representations and Warranties. PMI represents and warrants to the Administrative Agent and to each of the Lenders that the statements in subsections (a), (b), (c), (d) and (f) (but only clause (i) thereof) of Section 4.1 of the Credit Agreement are true and correct on and as of the date hereof.

9.            Headings. Section headings included herein are for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

10.          Binding Effect. This Agreement shall be binding upon and inure to the benefit of PMI, the Administrative Agent and each Lender, and each of their respective successors and assigns.

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

12.          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 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 in .PDF format or by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

[SIGNATURE PAGES FOLLOW]

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

PHILIP MORRIS INTERNATIONAL INC.

By:	/s/ Frank de Rooij
	Name:	Frank de Rooij
	Title:	Vice President
		Treasury and Corporate Finance