AMENDMENT AND WAIVER TO THE
THIS AMENDMENT AND WAIVER, dated as of February 6, 2009 (this “ Amendment and Waiver ”), is an amendment to
and waiver of certain provisions of that certain Credit Agreement, dated as of 4 December 2007, relating to a 5-Year Revolving
Credit Facility and a 3-Year Revolving Credit Facility (the “ Credit Agreement ”), by and among PHILIP MORRIS
INTERNATIONAL INC., as borrower (“ PMI ”), the Lenders party thereto, and JPMORGAN EUROPE LIMITED, as facility
agent and swingline agent (the “ Facility Agent ”).
W I T N E S S E T H
WHEREAS, PMI has requested certain amendments and waivers to the Credit Agreement to effect the non- pro rata
termination of the Revolving Credit Commitments of Lehman Commercial Paper Inc., UK Branch (“ LCPI ”) and
WHEREAS, LCPI and the Revolving Credit Lenders holding at least 50.1% of the aggregate Revolving Credit
Commitments have approved the amendment and waiver of certain provisions of the Credit Agreement in accordance with
Section 9.1 of the Credit Agreement and the terms hereof and subject to the conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms .
For the purposes of this Amendment and Waiver, all capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendments .
It is the intention of the parties hereto that the Revolving Credit Commitments of LCPI under the Credit Agreement be
irrevocably terminated in whole on a non- pro rata basis (the “ LCPI Commitment Termination ”), effective as of the Effective
Date (defined below). LCPI shall no longer have any obligation to fund any amount of or extend any credit under the Credit
Agreement, provided that LCPI shall remain entitled to its rights pursuant to indemnification and other provisions of the Credit
Agreement which by their terms would survive the repayment of the Credit Agr